Hamilton Insurance Group Reports 2023 Third Quarter Results
Net Income of
PEMBROKE,
Commenting on the third quarter 2023 financial results,
“It has been a momentous few weeks for Hamilton having closed our initial public offering on
For the quarter ended
These results reflect the remarkable transformation of our business over the past few years, notably our commitment to underwriting profitability. I am incredibly proud of the Hamilton team and what we have achieved together.
Hamilton will continue to lean into the current market with the benefit of newly raised capital. Our underwriting platforms in
Consolidated Highlights – Third Quarter
-
Net income of
$43.6 million ; - Annualized return on average equity of 9.8%;
-
Gross premiums written of
$474.1 million , with year over year growth of 18.3%; -
Overall combined ratio of 92.6%, with strong performance across both reporting segments; International combined ratio of 97.7% and
Bermuda combined ratio of 86.9%; -
Underwriting income of
$24.9 million ; -
Catastrophe losses of
$7.2 million ; and -
Net investment income of
$46.3 million ; TwoSigma Hamilton Fund return of$51.3 million , or 3.1%, fixed income portfolio loss of$7.8 million , or -0.5% and other investment income of$2.8 million .
|
For the Three Months Ended |
||||||||||
($ in thousands, except for per share amounts and percentages) |
|
|
|
|
Change |
||||||
Gross premiums written |
$ |
474,123 |
|
|
$ |
400,811 |
|
|
$ |
73,312 |
|
Net premiums written |
|
383,566 |
|
|
|
300,811 |
|
|
|
82,755 |
|
Net premiums earned |
|
337,036 |
|
|
|
294,943 |
|
|
|
42,093 |
|
Underwriting income (loss) |
$ |
24,866 |
|
|
$ |
(66,075 |
) |
|
$ |
90,941 |
|
Combined ratio |
|
92.6 |
% |
|
|
122.5 |
% |
|
|
(29.9 |
%) |
|
|
|
|
|
|
||||||
Net income (loss) attributable to common shareholders |
$ |
43,583 |
|
|
$ |
(136,117 |
) |
|
$ |
179,700 |
|
Income (loss) per share attributable to common shareholders - diluted |
$ |
0.41 |
|
|
$ |
(1.32 |
) |
|
|
||
Book value per common share |
$ |
17.35 |
|
|
$ |
16.71 |
|
|
|
||
Change in book value per share |
|
2.7 |
% |
|
|
(7.1 |
%) |
|
|
||
|
|
|
|
|
|
||||||
Return on average common equity - annualized |
|
9.8 |
% |
|
|
(30.4 |
%) |
|
|
|
For the Three Months Ended |
|||||||
Key Ratios |
|
|
|
|
Change |
|||
Attritional loss ratio - current year |
54.8 |
% |
|
49.6 |
% |
|
5.2 |
% |
Attritional loss ratio - prior year |
(0.1 |
%) |
|
10.2 |
% |
|
(10.3 |
%) |
Catastrophe loss ratio - current year |
3.9 |
% |
|
28.3 |
% |
|
(24.4 |
%) |
Catastrophe loss ratio - prior year |
(1.8 |
%) |
|
(0.6 |
%) |
|
(1.2 |
%) |
Loss and loss adjustment expense ratio |
56.8 |
% |
|
87.5 |
% |
|
(30.7 |
%) |
Acquisition cost ratio |
23.3 |
% |
|
22.3 |
% |
|
1.0 |
% |
Other underwriting expense ratio |
12.5 |
% |
|
12.7 |
% |
|
(0.2 |
%) |
Combined ratio |
92.6 |
% |
|
122.5 |
% |
|
(29.9 |
%) |
-
Gross premiums written increased by
$73.3 million , or 18.3%, to$474.1 million with an increase of$37.9 million , or 14.1% in the International Segment, and$35.4 million , or 26.9% in the Bermuda Segment. -
Net premiums written increased by
$82.8 million , or 27.5%, to$383.6 million with an increase of$50.3 million , or 27.3% in the International Segment, and$32.5 million , or 27.9% in the Bermuda Segment. -
Net premiums earned increased by
$42.1 million , or 14.3%, to$337.0 million with an increase of$22.3 million , or 14.3% in the International Segment, and$19.8 million , or 14.3% in the Bermuda Segment. -
Catastrophe losses (current and prior year), net of reinsurance, were
$7.2 million , or 2.1 points, driven by theHawaii wildfires, Hurricane Idalia, Vermont Floods and certain smaller wind events, partially offset by favorable development on convective storms from earlier this year and favorable prior year development. -
Net favorable attritional prior year reserve development was
$0.4 million .
Segment Underwriting Results – Third Quarter
International Segment |
For the Three Months Ended |
||||||||||
($ in thousands, except for percentages) |
|
|
|
|
Change |
||||||
Gross premiums written |
$ |
307,140 |
|
|
$ |
269,228 |
|
|
$ |
37,912 |
|
Net premiums written |
|
234,621 |
|
|
|
184,319 |
|
|
|
50,302 |
|
Net premiums earned |
|
178,632 |
|
|
|
156,307 |
|
|
|
22,325 |
|
Underwriting income (loss) |
$ |
4,057 |
|
|
$ |
(1,363 |
) |
|
$ |
5,420 |
|
|
|
|
|
|
|
||||||
Key ratios: |
|
|
|
|
|
||||||
Attritional loss ratio - current year |
|
54.6 |
% |
|
|
46.7 |
% |
|
|
7.9 |
% |
Attritional loss ratio - prior year |
|
(5.3 |
%) |
|
|
(0.1 |
%) |
|
|
(5.2 |
%) |
Catastrophe loss ratio - current year |
|
5.1 |
% |
|
|
11.9 |
% |
|
|
(6.8 |
%) |
Catastrophe loss ratio - prior year |
|
0.4 |
% |
|
|
0.4 |
% |
|
|
0.0 |
% |
Loss and loss adjustment expense ratio |
|
54.8 |
% |
|
|
58.9 |
% |
|
|
(4.1 |
%) |
Acquisition cost ratio |
|
26.4 |
% |
|
|
26.8 |
% |
|
|
(0.4 |
%) |
Other underwriting expense ratio |
|
16.5 |
% |
|
|
15.2 |
% |
|
|
1.3 |
% |
Combined ratio |
|
97.7 |
% |
|
|
100.9 |
% |
|
|
(3.2 |
%) |
-
Gross premiums written increased by
$37.9 million , or 14.1%, primarily driven by growth in specialty insurance and reinsurance classes and hardening rates on property insurance classes, partially offset by a modest decrease in casualty insurance. -
Catastrophe losses (current and prior year), net of reinsurance, were
$9.8 million driven by theVermont floods, Hurricane Idalia and theHawaii wildfires. -
Net favorable attritional prior year reserve development was
$9.5 million or 5.3 points driven by reserve releases on our specialty and property classes of business. - The acquisition cost ratio decreased by 0.4 points in the third quarter, compared to the same period in 2022 primarily driven by a change in business mix.
- The other underwriting expense ratio increased by 1.3 points in the third quarter, compared to the same period in 2022 driven by increased headcount as we built out underwriting teams supporting the corresponding increase in premium volume.
Bermuda Segment |
For the Three Months Ended |
||||||||||
($ in thousands, except for percentages) |
|
|
|
|
Change |
||||||
Gross premiums written |
$ |
166,983 |
|
|
$ |
131,583 |
|
|
$ |
35,400 |
|
Net premiums written |
|
148,945 |
|
|
|
116,492 |
|
|
|
32,453 |
|
Net premiums earned |
|
158,404 |
|
|
|
138,636 |
|
|
|
19,768 |
|
Underwriting income (loss) |
$ |
20,809 |
|
|
$ |
(64,712 |
) |
|
$ |
85,521 |
|
|
|
|
|
|
|
||||||
Key ratios: |
|
|
|
|
|
||||||
Attritional loss ratio - current year |
|
55.1 |
% |
|
|
53.0 |
% |
|
|
2.1 |
% |
Attritional loss ratio - prior year |
|
5.7 |
% |
|
|
21.7 |
% |
|
|
(16.0 |
%) |
Catastrophe loss ratio - current year |
|
2.6 |
% |
|
|
46.8 |
% |
|
|
(44.2 |
%) |
Catastrophe loss ratio - prior year |
|
(4.2 |
%) |
|
|
(1.8 |
%) |
|
|
(2.4 |
%) |
Loss and loss adjustment expense ratio |
|
59.2 |
% |
|
|
119.7 |
% |
|
|
(60.5 |
%) |
Acquisition cost ratio |
|
19.8 |
% |
|
|
17.2 |
% |
|
|
2.6 |
% |
Other underwriting expense ratio |
|
7.9 |
% |
|
|
9.8 |
% |
|
|
(1.9 |
%) |
Combined ratio |
|
86.9 |
% |
|
|
146.7 |
% |
|
|
(59.8 |
%) |
-
Gross premiums written increased by
$35.4 million , or 26.9%, primarily attributable to increases related to expanded participation and improved pricing on the renewed casualty reinsurance and property insurance lines and new business. -
Catastrophe losses (current and prior year), net of reinsurance, were
$2.5 million favorable, driven by favorable development on convective storms from earlier this year and favorable prior year development, partially offset by theHawaii wildfires and Hurricane Idalia. -
Net unfavorable attritional prior year reserve development was
$9.1 million or 5.7 points due to unfavorable development primarily on discontinued property reinsurance business. - The acquisition cost ratio increased by 2.6 points in the third quarter, compared to the same period in 2022 driven by a change in mix of business and the impact of profit commissions.
- The other underwriting expense ratio decreased by 1.9 points in the third quarter, compared to the same period in 2022 driven by a growth in premium base and our continued focus on expense management.
Investments and Shareholders’ Equity as of
-
Total invested assets and cash of
$3.8 billion versus$3.4 billion atDecember 31, 2022 . -
Total shareholders’ equity of
$1.8 billion compared to$1.7 billion atDecember 31, 2022 . -
Book value per share of
$17.35 versus$16.14 atDecember 31, 2022 , an increase of 7.5%.
Conference Call Details and Additional Information
Conference Call Information
Hamilton will host a conference call to discuss its financial results on
A live, audio webcast of the conference call will also be available through the Investors portal of the Company’s website at investors.hamiltongroup.com.
A replay of the audio conference call will be available at investors.hamiltongroup.com or by dialing 1-800-770-2030 (
About
For more information about
Consolidated Balance Sheet
($ in thousands) |
2023 |
|
2022 |
||||
Assets |
|
|
|
||||
Fixed maturity investments, at fair value |
$ |
1,631,471 |
|
|
$ |
1,259,476 |
|
(amortized cost 2023: |
|||||||
Short-term investments, at fair value (amortized cost 2023: |
|
348,968 |
|
|
|
286,111 |
|
Investments in Two Sigma Funds, at fair value (cost 2023: |
|
979,986 |
|
|
|
740,736 |
|
Total investments |
|
2,960,425 |
|
|
|
2,286,323 |
|
Cash and cash equivalents |
|
804,548 |
|
|
|
1,076,420 |
|
Restricted cash and cash equivalents |
|
98,979 |
|
|
|
130,783 |
|
Premiums receivable |
|
689,042 |
|
|
|
522,670 |
|
Paid losses recoverable |
|
138,314 |
|
|
|
90,655 |
|
Deferred acquisition costs |
|
151,314 |
|
|
|
115,147 |
|
Unpaid losses and loss adjustment expenses recoverable |
|
1,157,123 |
|
|
|
1,177,863 |
|
Receivables for investments sold |
|
19,044 |
|
|
|
371 |
|
Prepaid reinsurance |
|
232,211 |
|
|
|
164,313 |
|
|
|
89,589 |
|
|
|
86,958 |
|
Other assets |
|
164,015 |
|
|
|
167,462 |
|
Total assets |
$ |
6,504,604 |
|
|
$ |
5,818,965 |
|
|
|
|
|
||||
Liabilities, non-controlling interest, and shareholders' equity |
|
|
|
||||
Liabilities |
|
|
|
||||
Reserve for losses and loss adjustment expenses |
$ |
2,948,822 |
|
|
$ |
2,856,275 |
|
Unearned premiums |
|
951,596 |
|
|
|
718,188 |
|
Reinsurance balances payable |
|
367,954 |
|
|
|
244,320 |
|
Payables for investments purchased |
|
117,836 |
|
|
|
48,095 |
|
Term loan, net of issuance costs |
|
149,801 |
|
|
|
149,715 |
|
Accounts payable and accrued expenses |
|
159,681 |
|
|
|
138,050 |
|
Payables to related parties |
|
9,060 |
|
|
|
20 |
|
Total liabilities |
|
4,704,750 |
|
|
|
4,154,663 |
|
|
|
|
|
||||
Non-controlling interest – |
|
129 |
|
|
|
119 |
|
|
|
|
|
||||
Shareholders’ equity |
|
|
|
||||
Common shares: |
|
|
|
||||
Class A, authorized (2023 and 2022: 53,993,690), par value |
|
305 |
|
|
|
305 |
|
issued and outstanding (2023 and 2022: 30,520,078) |
|||||||
Class B, authorized (2023: 65,480,684 and 2022: 50,480,684 ), par value |
|
427 |
|
|
|
420 |
|
issued and outstanding (2023: 42,658,302 and 2022: 42,042,155) |
|||||||
Class C, authorized (2023 and 2022: 30,525,626), par value |
|
305 |
|
|
|
305 |
|
issued and outstanding (2023 and 2022: 30,525,626) |
|||||||
Additional paid-in capital |
|
1,128,553 |
|
|
|
1,120,242 |
|
Accumulated other comprehensive loss |
|
(4,441 |
) |
|
|
(4,441 |
) |
Retained earnings |
|
674,576 |
|
|
|
547,352 |
|
Total shareholders' equity |
|
1,799,725 |
|
|
|
1,664,183 |
|
|
|
|
|
||||
Total liabilities, non-controlling interest, and shareholders' equity |
$ |
6,504,604 |
|
|
$ |
5,818,965 |
|
Consolidated Statement of Operations
|
Three months ended
|
|
Nine months ended
|
||||||||||||
($ in thousands, except per share information) |
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Revenues |
|
|
|
|
|
|
|
||||||||
Gross premiums written |
$ |
474,123 |
|
|
$ |
400,811 |
|
|
$ |
1,517,247 |
|
|
$ |
1,305,421 |
|
Reinsurance premiums ceded |
|
(90,557 |
) |
|
|
(100,000 |
) |
|
|
(400,475 |
) |
|
|
(366,933 |
) |
Net premiums written |
|
383,566 |
|
|
|
300,811 |
|
|
|
1,116,772 |
|
|
|
938,488 |
|
|
|
|
|
|
|
|
|
||||||||
Net change in unearned premiums |
|
(46,530 |
) |
|
|
(5,868 |
) |
|
|
(164,374 |
) |
|
|
(107,021 |
) |
Net premiums earned |
|
337,036 |
|
|
|
294,943 |
|
|
|
952,398 |
|
|
|
831,467 |
|
|
|
|
|
|
|
|
|
||||||||
Net realized and unrealized gains (losses) on investments |
|
47,343 |
|
|
|
(67,380 |
) |
|
|
101,881 |
|
|
|
146,640 |
|
Net investment income (loss) |
|
8,069 |
|
|
|
(5,255 |
) |
|
|
17,719 |
|
|
|
(22,185 |
) |
Total realized and unrealized gains (losses) on investments and net investment income (loss) |
|
55,412 |
|
|
|
(72,635 |
) |
|
|
119,600 |
|
|
|
124,455 |
|
|
|
|
|
|
|
|
|
||||||||
Other income (loss) |
|
2,386 |
|
|
|
2,727 |
|
|
|
7,838 |
|
|
|
9,117 |
|
Net foreign exchange gains (losses) |
|
1,432 |
|
|
|
1,906 |
|
|
|
(3,953 |
) |
|
|
15,382 |
|
Total revenues |
|
396,266 |
|
|
|
226,941 |
|
|
|
1,075,883 |
|
|
|
980,421 |
|
|
|
|
|
|
|
|
|
||||||||
Expenses |
|
|
|
|
|
|
|
||||||||
Losses and loss adjustment expenses |
|
191,577 |
|
|
|
257,963 |
|
|
|
519,554 |
|
|
|
597,014 |
|
Acquisition costs |
|
78,537 |
|
|
|
65,735 |
|
|
|
220,532 |
|
|
|
194,795 |
|
General and administrative expenses |
|
63,035 |
|
|
|
46,344 |
|
|
|
158,075 |
|
|
|
135,290 |
|
Amortization of intangible assets |
|
2,794 |
|
|
|
3,178 |
|
|
|
7,869 |
|
|
|
9,874 |
|
Interest expense |
|
5,288 |
|
|
|
4,102 |
|
|
|
16,007 |
|
|
|
11,255 |
|
Total expenses |
|
341,231 |
|
|
|
377,322 |
|
|
|
922,037 |
|
|
|
948,228 |
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income tax |
|
55,035 |
|
|
|
(150,381 |
) |
|
|
153,846 |
|
|
|
32,193 |
|
Income tax expense |
|
2,387 |
|
|
|
1,054 |
|
|
|
6,908 |
|
|
|
3,103 |
|
Net income (loss) |
|
52,648 |
|
|
|
(151,435 |
) |
|
|
146,938 |
|
|
|
29,090 |
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to non-controlling interest |
|
9,065 |
|
|
|
(15,318 |
) |
|
|
15,076 |
|
|
|
68,069 |
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) and other comprehensive income (loss) attributable to common shareholders |
$ |
43,583 |
|
|
$ |
(136,117 |
) |
|
$ |
131,862 |
|
|
$ |
(38,979 |
) |
|
|
|
|
|
|
|
|
||||||||
Per share data |
|
|
|
|
|
|
|
||||||||
Basic income (loss) per share attributable to common shareholders |
$ |
0.42 |
|
|
$ |
(1.32 |
) |
|
$ |
1.27 |
|
|
$ |
(0.38 |
) |
Diluted income (loss) per share attributable to common shareholders |
$ |
0.41 |
|
|
$ |
(1.32 |
) |
|
$ |
1.26 |
|
|
$ |
(0.38 |
) |
Non-GAAP Financial Measures Reconciliation
We present our results of operations in a way that we believe will be the most meaningful and useful to investors, analysts, rating agencies and others who use our financial information to evaluate its performance. Some of the measurements are considered non-GAAP financial measures under
Underwriting Income (Loss)
We calculate underwriting income (loss) on a pre-tax basis as net premiums earned less losses and loss adjustment expenses, acquisition costs and other underwriting expenses (net of third party fee income). We believe that this measure of our performance focuses on the core fundamental performance of the Company’s reportable segments in any given period and is not distorted by investment market conditions, corporate expense allocations or income tax effects.
The table below reconciles underwriting income (loss) to net income (loss), the most comparable GAAP financial measure:
|
For the Three Months Ended |
||||||
($ in thousands) |
|
|
|
||||
Underwriting income (loss) |
$ |
24,866 |
|
|
$ |
(66,075 |
) |
Total realized and unrealized gains (losses) on investments and net investment income (loss) |
|
55,412 |
|
|
|
(72,635 |
) |
Other income (loss), excluding third party fee income |
|
85 |
|
|
|
(517 |
) |
Net foreign exchange gains (losses) |
|
1,432 |
|
|
|
1,906 |
|
Corporate expenses |
|
(18,678 |
) |
|
|
(5,780 |
) |
Amortization of intangible assets |
|
(2,794 |
) |
|
|
(3,178 |
) |
Interest expense |
|
(5,288 |
) |
|
|
(4,102 |
) |
Income tax expenses |
|
(2,387 |
) |
|
|
(1,054 |
) |
Net income (loss), prior to non-controlling interest |
$ |
52,648 |
|
|
$ |
(151,435 |
) |
Third Party
Third party fee income includes income that is incremental and/or directly attributable to our underwriting operations. It is primarily comprised of fees earned by the International segment for management services provided to third party syndicates and consortia. We believe that this measure is a relevant component of our underwriting income (loss).
The table below reconciles third party fee income to other income, the most comparable GAAP financial measure:
|
For the Three Months Ended |
||||||
($ in thousands) |
|
|
|
||||
Third party fee income |
$ |
2,301 |
|
|
$ |
3,244 |
|
Other income (loss), excluding third party fee income |
|
85 |
|
|
(517 |
) |
|
Other income (loss) |
$ |
2,386 |
|
|
$ |
2,727 |
|
Other Underwriting Expenses
Other underwriting expenses include those general and administrative expenses that are incremental and/or directly attributable to our underwriting operations. While this measure is presented in Note 9, Segment Reporting in the unaudited condensed consolidated financial statements, it is considered a non-GAAP financial measure when presented elsewhere.
Corporate expenses include holding company costs necessary to support our reportable segments. As these costs are not incremental and/or directly attributable to our underwriting operations, these costs are excluded from other underwriting expenses, and therefore, underwriting income (loss). General and administrative expenses, the most comparable GAAP financial measure to other underwriting expenses, also includes corporate expenses.
The table below reconciles other underwriting expenses to general and administrative expenses, the most comparable GAAP financial measure:
|
For the Three Months Ended |
||||||
($ in thousands) |
|
|
|
||||
Other underwriting expenses |
$ |
44,357 |
|
$ |
40,564 |
||
Corporate expenses |
|
18,678 |
|
|
|
5,780 |
|
General and administrative expenses |
$ |
63,035 |
|
|
$ |
46,344 |
|
Special Note Regarding Forward-Looking Statements
This information may contain forward-looking statements which reflect the Company's current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on management's current expectations and beliefs concerning future developments and their potential effects upon Hamilton. There can be no assurance that future developments affecting Hamilton will be those anticipated by management. Forward-looking statements include, without limitation, all matters that are not historical facts. These forward-looking statements are not a guarantee of future performance and involve risk and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including the following:
- our results of operations and financial condition could be adversely affected by unpredictable catastrophic events, global climate change or emerging claim and coverage issues;
- our business could be materially adversely affected if we do not accurately assess our underwriting risk, our reserves are inadequate to cover our actual losses, our models or assessments and pricing of risks are incorrect or we lose important broker relationships;
- the insurance and reinsurance business is historically cyclical and the pricing and terms for our products may decline, which would affect our profitability and ability to maintain or grow premiums;
- we have significant foreign operations that expose us to certain additional risks, including foreign currency risks and political risk;
- we do not control the allocations to and/or the performance of the Two Sigma Hamilton Fund’s investment portfolio, and its performance depends on the ability of its investment manager, Two Sigma, to select and manage appropriate investments and we have a limited ability to withdraw our capital accounts;
-
Two
Sigma Principals, LLC , the managing member ofTwo Sigma Hamilton Fund , Two Sigma and their respective affiliates have potential conflicts of interest that could adversely affect us; - the historical performance of Two Sigma is not necessarily indicative of the future results of the Two Sigma Hamilton Fund’s investment portfolio or of our future results;
-
our ability to manage risks associated with macroeconomic conditions resulting from the global COVID-19 pandemic or any other public health crisis, current or anticipated military conflict, including the ongoing
Ukraine conflict, terrorism, sanctions, rising energy prices, inflation and interest rates and other geopolitical events globally; - our ability to compete successfully with more established competitors and risks relating to consolidation in the reinsurance and insurance industries;
- downgrades, potential downgrades or other negative actions by rating agencies;
-
our dependence on key executives, including the potential loss of Bermudian personnel as a result of
Bermuda employment restrictions, and inability to attract qualified personnel, in particular in very competitive hiring conditions; - our dependence on letter of credit facilities that may not be available on commercially acceptable terms;
- our potential need for additional capital in the future and the potential unavailability of such capital to us on favorable terms or at all;
- the suspension or revocation of our subsidiaries’ insurance licenses;
- the potential characterization of us and/or any of our subsidiaries as a passive foreign investment company, or PFIC;
- risks associated with our investment strategy being greater than those faced by competitors;
- changes in the regulatory environment and the potential for greater regulatory scrutiny of the Group going forward as a result of the outsourcing arrangements;
- a cyclical downturn of the reinsurance industry;
- operational failures, failure of information systems or failure to protect the confidentiality of customer information, including by service providers, or losses due to defaults, errors or omissions by third parties and affiliates;
- we are a holding company with no direct operations, and our insurance and reinsurance subsidiaries’ ability to pay dividends and other distributions to us is restricted by law;
- risks relating to our ability to identify and execute opportunities for growth or our ability to complete transactions as planned or realize the anticipated benefits of our acquisitions or other investments;
-
our potentially becoming subject to
U.S. federal income taxation; -
our potentially becoming subject to
U.S. withholding and information reporting requirements under theU.S. Foreign Account Tax Compliance Act, or FATCA, provisions; - our costs will increase as a result of operating as a public company, and our management will be required to devote substantial time to complying with public company regulations;
- if we were to identify a material weakness and were unable to remediate this material weakness, or fail to achieve and maintain effective internal controls, our operating results and financial condition could be impacted and the market price of our Class B common shares may be negatively affected;
- the lack of a prior public market for our Class B common shares, our share price may be volatile and anti-takeover provisions contained in our organizational documents could delay management changes;
- the potential that the market price of our Class B common shares could decline due to future sales of shares by our existing shareholders;
- applicable insurance laws, which could make it difficult to effect a change of control of our company;
-
investors may have difficulties in serving process or enforcing judgments against us in
the United States ; -
and other factors affecting future results disclosed in the Company’s filing with the
SEC , including the Prospectus and Quarterly Report on Form 10-Q.
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