UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from   _______________ to _______________ 

 

Commission File Number 001-37402

 

Till Capital Ltd.

(Exact name of registrant as specified in its Charter)

 

Bermuda

(State or Other Jurisdiction of

Incorporation or Organization)

 

Not Applicable

(I.R.S. Employer

Identification Number)

 

Crawford House

50 Cedar Avenue

Hamilton, HM11, Bermuda

(Address of Principal Executive Offices, Including Zip Code)

 

(208) 635-5415

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

______________________

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

YES X     NO    

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

 

YES X     NO    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      o   Accelerated filer   o
Non-accelerated filer        o (Do not check if a smaller reporting company) Smaller reporting company   x
    Emerging growth company    x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act   x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

             
YES       NO X  

 

As of August 14, 2017, the registrant had 3,350,284 restricted voting shares outstanding.

 

 

 

TILL CAPITAL LTD.

TABLE OF CONTENTS

 

 

 

  Page
PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements (Unaudited) 1
  Condensed Consolidated Balance Sheets at June 30, 2017 and December 31, 2016 1
  Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2017 and 2016 2
  Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016 3
  Notes to Interim Condensed Consolidated Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Interim Operations 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk 21
Item 4. Controls and Procedures 21
 
PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings 22
Item 1A. Risk Factors 22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22
Item 3. Defaults Under Senior Securities 22
Item 4. Mine Safety Disclosures 22
Item 5. Other Information 22
Item 6. Exhibits 23
  Signatures 24

 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

TILL CAPITAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

         
    June 30, 2017   December 31, 2016
      (Unaudited)          
Assets                
Cash and cash equivalents   $ 5,600,203     $ 5,320,208  
Investments (Note 5)     18,412,805       15,520,774  
Investment, equity method (Note 5)     1,198,208       1,248,491  
Unpaid losses and loss adjustment expenses ceded (Note 6)     7,884,515       7,058,004  
Unearned premiums ceded (Note 7)     12,264,323       1,614,803  
Premiums receivable and reinsurance recoverables     13,319,154       2,391,427  
Deferred policy acquisition costs (Note 8)     1,796,052       498,889  
Assets held for sale (Note 3)     4,542,646       4,543,239  
Promissory note receivable (Note 4)           2,410,494  
Property, plant, and equipment ("PP&E") (Note 9)     47,080       52,676  
Royalty and mineral interests     493,705       1,003,373  
Deferred income tax asset     695,076       583,153  
Goodwill     3,084,184       2,980,819  
Other assets     826,053       792,752  
                 
Total Assets   $ 70,164,004     $ 46,019,102  
                 
Liabilities                
Reserve for unpaid losses and loss adjustment expenses (Note 6)   $ 14,125,263     $ 13,212,366  
Unearned premiums (Note 7)     14,497,030       2,283,118  
Reinsurance payables     12,545,864       3,193,409  
Accounts payable and accrued liabilities     1,449,003       1,143,825  
Other liabilities     1,962,834       397,103  
Total liabilities     44,579,994       20,229,821  
                 
Contingencies (Note 15)                
                 
Shareholders' equity                
Common stock     3,350       3,350  
Additional paid in capital     31,549,071       31,532,168  
Treasury stock     (248,951 )     (248,951 )
Accumulated other comprehensive loss     (1,903,203 )     (1,685,517 )
Deficit (excluding $105,305,060 reclassified to additional paid in capital in the December 31, 2014 quasi-reorganization)     (3,926,450 )     (5,566,729 )
Equity attributable to shareholders of Till Capital Ltd.     25,473,817       24,034,321  
                 
Non-controlling interests in Silver Predator Corp.     110,193       1,754,960  
                 
Total shareholders’ equity     25,584,010       25,789,281  
                 
Total liabilities and shareholders' equity   $ 70,164,004     $ 46,019,102  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

  1  

 

TILL CAPITAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

         
    Three Months Ended June 30,   Six Months Ended June 30,
    2017   2016   2017   2016
                 
Revenue                                
Insurance premiums written   $ 15,227,032     $ 9,352,770     $ 35,060,344     $ 19,294,908  
Insurance premiums ceded to reinsurers     (14,455,148 )     (9,182,235 )     (32,889,624 )     (18,799,337 )
Change in unearned premiums     (475,157 )     44,028       (1,580,593 )     (133,364 )
Net premiums earned     296,727       214,563       590,127       362,207  
                                 
Investment income (loss), net (Note 5)     (342,410 )     1,203,104       622,941       1,248,392  
Gain on sale of mineral interests and PP&E     1,070,835             1,075,335       43,000  
Other revenue     114,135       124,356       274,305       294,129  
Total revenue     1,139,287       1,542,023       2,562,708       1,947,728  
                                 
Expenses                                
Losses and loss adjustment expenses, net (Note 6)     264,955       177,466       582,986       388,804  
General and administrative expenses     616,078       530,408       1,197,242       996,066  
Salaries and benefits     296,447       289,163       592,292       845,026  
Stock-based compensation     3,776       16,781       23,527       25,107  
Mining related expenses and property impairment     17,601       13,104       28,633       24,521  
Foreign exchange (gain) loss     26,380       3,325       22,020       (231,685 )
Interest and other (income) expense     1,633       (31,788 )     4,199       (26,239 )
Total expenses     1,226,870       998,459       2,450,899       2,021,600  
                                 
Income (loss) before income taxes and loss on equity method investment     (87,583 )     543,564       111,809       (73,872 )
                                 
Current income tax expense (Note 10)     (23,879 )     (121,193 )     (34,825 )     (176,954 )
Deferred income tax benefit (Note 10)     65,474       36,683       111,923       119,419  
Loss on equity method investment (Note 5)     (34,597 )     (3,847 )     (50,283 )     (12,428 )
                                 
Net income (loss)   $ (80,585 )   $ 455,207     $ 138,624     $ (143,835 )
                                 
Net income (loss) attributable to:                                
Shareholders of Till Capital Ltd.   $ (67,221 )   $ 479,250     $ 142,882     $ (162,706 )
Non-controlling interests     (13,364 )     (24,043 )     (4,258 )     18,871  
                                 
Net income (loss)   $ (80,585 )   $ 455,207     $ 138,624     $ (143,835 )
                                 
Other comprehensive income (loss):                                
Change in cumulative foreign exchange translation adjustment   $ 361,548     $ (348,711 )   $ 562,647     $ 536,943  
Change in net unrealized gains on available for sale investments     (228,038 )     1,142,893       221,163       1,755,246  
Reclassification adjustment for net realized gain on available for sale investments           (936,984 )     (1,001,496 )     (1,173,399 )
Other comprehensive income (loss)     133,510       (142,802 )     (217,686 )     1,118,790  
                                 
Net comprehensive income (loss)   $ 52,925     $ 312,405     $ (79,062 )   $ 974,955  
                                 
Basic and diluted net income (loss) per share of Till Capital Ltd.   $ (0.02 )   $ 0.14     $ 0.04     $ (0.05 )
Weighted average number of shares outstanding     3,350,284       3,426,577       3,350,284       3,427,931  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

  2  

 

TILL CAPITAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     
    Six Months Ended June 30,
    2017   2016
         
Cash flows from operating activities                
Net income (loss)   $ 138,624     $ (143,835 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:                
Deferred income taxes (Note 10)     (111,923 )     (119,419 )
Depreciation and amortization expense     170,905       104,368  
Stock-based compensation     23,527       9,814  
Gain on sale of property, plant, and equipment     (1,075,335 )     (43,000 )
Gain on investments     (622,941 )     (1,248,392 )
Loss on equity method investment     50,283       12,428  
Other non-cash items, net           57,535  
Changes in operating assets and liabilities:                
(Increase) decrease in premiums receivable and reinsurance recoverables     (10,927,727 )     278,559  
Increase (decrease) in unpaid losses, LAE, and amounts ceded     86,386       (98,043 )
Increase in reinsurance payables     9,352,455       215,833  
Increase in deferred policy acquisition costs     (1,297,163 )     (128,028 )
Increase in unearned premiums     1,564,392       23,408  
Increase (decrease) in accounts payable and other liabilities     1,666,991       (411,936 )
Other working capital changes     (71,202 )     (27,741 )
Net cash used in operating activities     (1,052,728 )     (1,518,449 )
                 
Cash flows from investing activities                
Proceeds from sales of available for sale investments (Note 5)     1,335,452       5,541,901  
Purchases of held for trading investments, net     (4,211,169 )     (2,462,767 )
Proceeds from property option payments     215,000        
Proceeds from sale of mineral properties     1,156,090       120,000  
Sales of property, plant, and equipment, net     19,500       43,000  
Development costs capitalization     (92,730 )     (135,109 )
Net cash (used in) provided by investing activities     (1,577,857 )     3,107,025  
                 
Cash flows from financing activities                
Proceeds from note receivable (Note 4)     2,565,253       546,546  
Other items, net           (55,359 )
Net cash provided by financing activities     2,565,253       491,187  
                 
(Decrease) Increase in cash and cash equivalents     (65,332 )     2,079,763  
Effect of foreign exchange rate changes on cash and cash equivalents     345,327       342,495  
Cash and cash equivalents, beginning of period     5,320,208       1,519,881  
                 
Cash and cash equivalents, end of period   $ 5,600,203     $ 3,942,139  
                 
Supplemental cash flow information:                
Interest paid   $     $  
Income taxes paid (refunded), net   $ (4,401 )   $ 28,546  

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

  3  

 

TILL CAPITAL LTD.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2017 and 2016

(Unaudited)

 

1. BASIS OF PRESENTATION

 

Basis of presentation and measurement

 

The interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the accompanying interim condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the consolidated financial position of Till Capital Ltd. ("Till") and its subsidiaries at June 30, 2017 and December 31, 2016, the results of operations for the three and six months ended June 30, 2017 and 2016, and cash flows for the six months ended June 30, 2017 and 2016. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and notes thereto. Actual results could differ from those estimates.

 

The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in Till's latest annual report on Form 10-K for the year ended December 31, 2016.

 

         
    Three Months Ended June 30,   Six Months Ended June 30,
    2017   2016   2017   2016
Exchange rate comparisons at period end   US$1 = CDN$1.2977   US$1 = CDN$1.2957   US$1 = CDN$1.2977   US$1 = CDN$1.2957
Average exchange rate for the period   US$1 = CDN$1.3448   US$1 = CDN$1.2891   US$1 = CDN$1.3343   US$1 = CDN$1.3312

 

The exchange rate comparison at December 31, 2016 was US$1 = CDN$1.3427.

 

Basic and diluted income (loss) per restricted voting share is calculated on Till's income (loss) attributed to Till's shareholders divided by the weighted average number of Till shares outstanding during the period.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

There have been no changes during 2017 to Till's significant accounting policies described in Till's annual report on Form 10-K for the year ended December 31, 2016.

 

Accounting pronouncements

 

The recent accounting pronouncements described below have had or may have a significant effect on Till's condensed consolidated financial statements or on its disclosures on future adoption. Till does not discuss recent pronouncements that (i) are not anticipated to have an impact on Till or (ii) are unrelated to Till's financial condition, results of operations, or related disclosures.

 

In May 2014, the Financial Accounting and Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606). Topic 606 provides guidance on revenue recognition for entities that enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that represents the consideration that the entity expects to be entitled to in exchange for those goods or services. Additional disclosures are required to provide quantitative and qualitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Topic 606 is effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Till is continuing to evaluate the impact of the new guidance on its consolidated financial statements. Till believes the new guidance will be less complex and will not have a significant impact on its financial statements.

 

In May 2015, the FASB issued ASU No. 2015-09, Financial Services - Insurance (Topic 944), that requires additional disclosures for short-duration insurance contracts. Till adopted those disclosures as of December 31, 2016, and has included, in Note 6, disclosures that provide more information about initial claim estimates and subsequent adjustments to those estimates, the methodologies and judgments used to estimate claims, and, if available, the timing, frequency, and severity of claims. This guidance requires a change in disclosure only and adoption of this guidance did not have any effect on Till's financial condition or results of operations.

 

  4  

 

In September 2015, the FASB issued ASU Topic 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , that allows an entity to recognize adjustments to provisional amounts in a business combination in the reporting period in which the adjustment amounts are determined. Topic 805 is effective for fiscal year 2017. Till adopted this guidance beginning in the first quarter of 2017

 

In January 2016, the FASB issued ASU Topic 2016-01, Financial Statements - Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , that requires equity investments to be measured at fair value with changes in fair value recognized in income, use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes, separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements, present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument- specific credit risk, and eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. Topic 825-10 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted for certain requirements. Till is assessing the impact of adopting this accounting standard on its consolidated financial statements and related disclosures.

 

In February 2016, the FASB issued ASU 2016-02, Leases, that provides guidance that affects the recognition, measurement, presentation and disclosure of leases. The new guidance requires substantially all leases to be reported on the balance sheet as right-to-use assets and lease liabilities, as well as additional disclosures. The standard is effective as of January 1, 2019, and early adoption is permitted. While Till has limited leasing activities, Till is in the early stages of evaluating the impact of the new guidance on its consolidated financial statements.

 

In March 2016, the FASB issued ASU Topic 2016-09, Compensation-Stock Compensation (Topic718), that requires recognition of the excess tax benefits or deficiencies of share-based awards through net income rather than through additional paid in capital. Additionally, the guidance allows for an election to account for forfeitures related to share-based payments either as they occur or through an estimation method. Till adopted this guidance beginning in the first quarter of 2017 and it will not have a significant impact on its consolidated financial statements.

 

In January 2017, the FASB issued ASU Topic 2017-04, Intangibles-Goodwill and Other, that provides updated guidance on goodwill impairment testing requiring entities to calculate the implied fair value of goodwill through a hypothetical purchase price allocation. Under the updated guidance, impairment will have to be recognized as the amount by which a reporting unit’s carrying value exceeds its fair value. The standard is effective for Till in the first quarter of 2020 on a prospective basis with early adoption permitted. Till is evaluating the impact of this guidance.

 

No other new accounting pronouncement issued or effective during 2017 had or is expected to have a material impact on Till's consolidated financial statements or disclosures.

 

3. ASSETS HELD FOR SALE

 

In the second quarter of 2015, Till's controlled subsidiary, Silver Predator Corp. ("SPD"), of which Till, through its 100% owned subsidiary, Resource Re Ltd. ("RRL"), owns 64% of the outstanding shares, announced its intention to realize value from some of its assets by initiating a process to sell all, or part, of the tangible and mineral property assets at some of its properties in Nevada. SPD’s Board of Directors and management committed to a plan to sell Springer Mining Company ("SMC") and the Taylor Mill. Since initiating that process, active negotiations have been held related to the sale of those assets.

 

In January 2017, SPD gave 100% of its ownership of SMC to Till's 100% owned subsidiary, Golden Predator US Holding Corp. ("GPUS"), in exchange for the release of a related party debt owed to RRL. The approximately $1.4 million impact of that transaction is included within the decrease in non-controlling interests. Till's Board of Directors and management is committed to a plan to sell SMC. Assets held for sale as of June 30, 2017 and December 31, 2016 are as follows:

 

         
    June 30, 2017   December 31, 2016
Assets held for sale:                
Cash, accounts receivable, and prepaid expenses   $ 22,806     $ 23,399  
Reclamation bonds     32,401       32,401  
Mineral properties     488,871       488,871  
Property, plant, and equipment     3,998,568       3,998,568  
Total   $ 4,542,646     $ 4,543,239  

 

SPD's Taylor Mill assets had a book value of $nil at June 30, 2017 and December 31, 2016.

 

  5  

 

4. PROMISSORY NOTE RECEIVABLE

 

Till held a promissory note receivable from Golden Predator Mining Corp. ("GPY") with an original face amount of CDN$3,753,332 (US$2,570,950). That promissory note bore interest at 6% per annum to June 1, 2016, 8% per annum to June 1, 2017, 10% per annum to June 1, 2018, and 12% thereafter.

 

The first installment of CDN$717,450 (US$546,545) was received on May 25, 2016, the second installment of CDN$1,216,373 (US$913,879) was received on March 31, 2017, and the final payment of CDN$2,230,016 (US$1,651,374) was received on June 2, 2017.

 

The promissory note was initially recognized at fair value, and was subsequently carried at amortized cost using the effective interest rate method.

 

         
Carrying value of note at December 31, 2016   $ 2,410,494  
Interest     69,869  
Payment on March 31, 2017     (913,879 )
Payment on June 2, 2017     (1,651,374 )
Amortization of discount     86,899  
Foreign exchange loss     (2,009 )
Carrying value, June 30, 2017   $  

 

5. INVESTMENTS

 

The following tables summarize the differences between cost or amortized cost and fair value, by major investment category, at June 30, 2017 and December 31, 2016:

 

Trading investments

 

                 
    Amortized Cost   Unrealized Gains   Unrealized Losses   Fair Value
June 30, 2017:                                
Equity securities - natural resource sector   $ 1,808,420     $ 67,479     $ 105,036     $ 1,770,863  
Equity securities - all other sectors     3,877,297       68,571       204,475       3,741,393  
Total   $ 5,685,717     $ 136,050     $ 309,511     $ 5,512,256  
December 31, 2016:                                
Equity securities - natural resource sector   $ 642,914     $ 4,515     $ 134,536     $ 512,893  
Equity securities - all other sectors     1,828,778             395,689       1,433,089  
Total   $ 2,471,692     $ 4,515     $ 530,225     $ 1,945,982  

 

Available for sale investments

 

                 
    Amortized Cost   Unrealized Gains   Unrealized Losses   Fair Value
June 30, 2017:                                
Canadian government bonds and provincial bonds   $ 8,124,734     $ 18,130     $     $ 8,142,864  
Equity securities - bond funds     4,640,518             108,293       4,532,225  
Equity securities - natural resource sector     258,706       76,696       109,942       225,460  
Total   $ 13,023,958     $ 94,826     $ 218,235     $ 12,900,549  
December 31, 2016:                                
Canadian government bonds and provincial bonds   $ 8,114,813     $ 58,709     $ 6     $ 8,173,516  
Equity securities - bond funds     4,467,788             48,439       4,419,349  
Equity securities - natural resource sector     335,267       661,555       14,895       981,927  
Total   $ 12,917,868     $ 720,264     $ 63,340     $ 13,574,792  

 

  6  

 

Total Investments

 

                 
    Amortized Cost   Unrealized Gains   Unrealized Losses   Fair Value
June 30, 2017:                                
Held for trading   $ 5,685,717     $ 136,050     $ 309,511     $ 5,512,256  
Available for sale     13,023,958       94,826       218,235       12,900,549  
Total   $ 18,709,675     $ 230,876     $ 527,746     $ 18,412,805  
December 31, 2016:                                
Held for trading   $ 2,471,692     $ 4,515     $ 530,225     $ 1,945,982  
Available for sale     12,917,868       720,264       63,340       13,574,792  
Total   $ 15,389,560     $ 724,779     $ 593,565     $ 15,520,774  

 

Realized gain (loss) on investments, net

 

Till calculates the gain or loss realized on the sale of investments by comparing the sales price (fair value) to the cost or amortized cost of the security sold. Till determines the cost or amortized cost of the bonds sold using the specific-identification method and all other securities sold using the average cost method.

 

Held for trading investments

 

The net gain (loss) from held for trading investments was ($341,704) and $123,526 for the three months ended June 30, 2017 and 2016, respectively. The net gain (loss) from held for trading investments was ($87,199) and $270,705 for the six months ended June 30, 2017 and 2016, respectively.

 

Available for sale investments

 

     
    Three Months Ended June 30,
    2017   2016
    Gains   Fair Value at Sale   Gains   Fair Value at Sale
Equities   $     $     $ 894,465     $ 1,222,592  
Canadian provincial bonds                 42,519       3,774,909  
Total realized gains                 936,984       4,997,501  
Equities                        
Total realized losses                        
Net realized gains   $     $     $ 936,984     $ 4,997,501  

 

     
    Six Months Ended June 30,
    2017   2016
    Gains   Fair Value at Sale   Gains (Losses)   Fair Value at Sale
Equities   $ 1,001,496     $ 1,335,452     $ 1,147,838     $ 1,650,128  
Canadian provincial bonds                 42,519       3,774,909  
Total realized gains     1,001,496       1,335,452       1,190,357       5,425,037  
Equities                 (16,958 )     116,864  
Total realized losses                 (16,958 )     116,864  
Net realized gains   $ 1,001,496     $ 1,335,452     $ 1,173,399     $ 5,541,901  

 

The following tables summarize Till's fixed maturities by contractual maturity periods. Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturity of those obligations.

 

     
    June 30, 2017
    Amortized Cost   Percent of Total   Fair Value   Percent of Total
Due in one year or less   $ 3,562,568       28 %   $ 3,594,987       28 %
Due after one year through five years     7,172,193       56       7,044,234       56  
Due after five years through 10 years     2,030,490       16       2,035,868       16  
Due after ten years                        
Total   $ 12,765,251       100 %   $ 12,675,089       100 %

 

  7  

 

     
    December 31, 2016
    Amortized Cost   Percent of Total   Fair Value   Percent of Total
Due in one year or less   $ 2,063,193       16 %   $ 2,064,575       16 %
Due after one year through five years     8,309,375       66       8,315,177       66  
Due after five years through 10 years     2,210,033       18       2,213,113       18  
Due after ten years                        
Total   $ 12,582,601       100 %   $ 12,592,865       100 %

 

Net change in unrealized gain (loss) on investments

 

Available for sale investments

 

         
    Three Months Ended June 30,   Six Months Ended June 30,
    2017   2016   2017   2016
Canadian government and provincial bonds   $ (60,740 )   $ (82,469 )   $ (140,957 )   $ 6,726  
Bond funds     (71,949 )     1,427       (59,854 )     (12,262 )
Equities     (95,349 )     286,951       (579,522 )     587,383  
Included in accumulated other comprehensive income (loss)   $ (228,038 )   $ 205,909     $ (780,333 )   $ 581,847  

 

Net interest and dividends

 

         
    Three Months Ended June 30,   Six Months Ended June 30,
    2017   2016   2017   2016
Net interest and dividends   $ 283,220     $ 172,782     $ 412,248     $ 297,135  
Investment related expenses     (283,926 )     (177,895 )     (703,604 )     (332,490 )
Total   $ (706 )   $ (5,113 )   $ (291,356 )   $ (35,355 )

 

Investment income (loss), net

 

         
    Three Months Ended June 30,   Six Months Ended June 30,
    2017   2016   2017   2016
Net gain (loss) on held for trading securities   $ (341,704 )   $ 123,526     $ (87,199 )   $ 270,705  
Net realized gain on available for sale securities           936,984       1,001,496       1,173,399  
Change in unrealized loss on derivative liability           147,707             (160,357 )
Net investment expense     (706 )     (5,113 )     (291,356 )     (35,355 )
Total   $ (342,410 )   $ 1,203,104     $ 622,941     $ 1,248,392  

 

The following table presents information about Till’s assets measured at fair value on a recurring basis.

 

     
    June 30, 2017
    Total   Level 1   Level 2   Level 3
Canadian government bonds and provincial bonds   $ 12,675,089     $ 4,532,225     $ 8,142,864     $  
Equity securities     5,737,716       5,578,580       159,136        
Total investments   $ 18,412,805     $ 10,110,805     $ 8,302,000     $  

 

     
    December 31, 2016
    Total   Level 1   Level 2   Level 3
Canadian government bonds and provincial bonds   $ 12,592,865     $ 4,419,349     $ 8,173,516     $  
Equity securities     2,927,909       2,694,945       232,964        
Total investments   $ 15,520,774     $ 7,114,294     $ 8,406,480     $  

 

  8  

 

The following table presents an aging of Till’s unrealized investment losses on available for sale investments by investment class as of June 30, 2017 and December 31, 2016.

 

         
    Less than Twelve Months   Twelve Months or More
    Number of Securities   Gross Unrealized Losses   Fair Value   Number of Securities   Gross Unrealized Losses   Fair Value
June 30, 2017:                        
Equity securities - bond funds         $     $       2     $ 108,293     $ 4,532,225  
Equity security - natural resource sector     1       92,741       63,567       1       17,201        
Total     1       92,741       63,567       3       125,494       4,532,225  
December 31, 2016:                                                
Canadian government bond     1     $ 6     $ 186,165           $     $  
Equity securities - bond funds                       2       48,439       4,419,349  
Equity security - natural resource sector                       1       14,895        
Total     1     $ 6     $ 186,165       3     $ 63,334     $ 4,419,349  

 

Equity Investment in Limited Liability Company

 

Till, through RRL, has an investment in IG Copper LLC (“IGC”) that is accounted for under the equity method of accounting that is summarized as follows:

 

         
    June 30, 2017   December 31, 2016
Balance, beginning of period   $ 1,248,491     $ 1,089,570  
Additional investments           219,179  
Share of accumulated equity method losses     (50,283 )     (60,258 )
Balance, end of period   $ 1,198,208     $ 1,248,491  
Till's ownership percentage     3.51 %     3.59 %

 

On December 17, 2016, Till, through RRL, entered into an unsecured loan agreement with IGC. Under that loan agreement, the principal amount loaned by RRL was $400,000, the annual interest rate is 15%, and the loan and accrued interest are due August 19, 2017. At the sole discretion of RRL, RRL can elect for interest on the loan to be paid in membership interests in IGC at $7 per membership interest. As of June 30, 2017 and December 31, 2016, the loan and accrued interest totaled $431,726 and $401,973, respectively, and is included in other assets.

 

  9  

 

6. UNPAID LOSSES, LOSS ADJUSTMENT EXPENSES, AND AMOUNTS CEDED

 

The following table is a summary of changes in outstanding losses and loss adjustment expenses ("LAE") and amounts ceded.

 

     
    Six Months Ended June 30,
    2017   2016
    Unpaid Losses and LAE   Amounts Ceded   Net   Unpaid Losses and LAE   Amounts Ceded   Net
Balance, beginning of period   $ 13,212,366     $ 7,058,004     $ 6,154,362     $ 14,539,623     $ 7,304,975     $ 7,234,648  
Losses and LAE incurred for insured events related to:                                                
Current period     14,760,143       14,696,673       63,470       11,808,405       11,748,536       59,869  
Prior periods     314,240       (205,276 )     519,516       988,076       659,141       328,935  
Total incurred     15,074,383       14,491,397       582,986       12,796,481       12,407,677       388,804  
Losses and LAE paid:                                                
Current period     (12,662,728 )     (12,653,419 )     (9,309 )     (10,473,648 )     (10,473,648 )      
Prior period     (2,032,806 )     (1,283,642 )     (749,164 )     (2,537,191 )     (1,471,509 )     (1,065,682 )
Total paid     (14,695,534 )     (13,937,061 )     (758,473 )     (13,010,839 )     (11,945,157 )     (1,065,682 )
Adjustment due to currency conversion     534,048       272,175       261,873       1,152,942       574,107       578,835  
Balance, end of period   $ 14,125,263     $ 7,884,515     $ 6,240,748     $ 15,478,207     $ 8,341,602     $ 7,136,605  

 

The following table presents premiums written, change in unearned premiums, and premiums earned.

 

         
    Three Months Ended June 30,   Six Months Ended June 30,
    2017   2016   2017   2016
Premiums written:                                
Direct   $ 15,227,032     $ 9,352,770     $ 35,055,859     $ 19,294,908  
Assumed                 4,485        
Ceded     (14,455,148 )     (9,182,235 )     (32,889,624 )     (18,799,337 )
Net premiums written   $ 771,884     $ 170,535     $ 2,170,720     $ 495,571  
                                 
Change in unearned premiums:                                
Direct   $ (3,299,153 )   $ 291,400     $ (11,883,536 )   $ (1,064,112 )
Assumed                        
Ceded     2,823,996       (247,372 )     10,302,943       930,748  
Net increase   $ (475,157 )   $ 44,028     $ (1,580,593 )   $ (133,364 )
                                 
Premiums earned:                                
Direct   $ 11,927,879     $ 9,644,170     $ 23,172,323     $ 18,230,796  
Assumed                 4,485        
Ceded     (11,631,152 )     (9,429,607 )     (22,586,681 )     (17,868,589 )
Net premiums earned   $ 296,727     $ 214,563     $ 590,127     $ 362,207  

 

  10  

 

7. UNEARNED PREMIUMS

 

The following table is a summary of changes in unearned premiums and unearned premiums ceded.

 

     
    Six Months Ended June 30,
    2017   2016
    Unearned Premiums   Unearned Premiums Ceded   Net   Unearned Premiums   Unearned Premiums Ceded   Net
Balance, beginning of period   $ 2,283,118     $ 1,614,803     $ 668,315     $ 2,432,468     $ 1,615,977     $ 816,491  
Premiums written     35,060,344       32,889,624       2,170,720       19,294,908       18,799,337       495,571  
Premiums earned     (23,251,112 )     (22,586,681 )     (664,431 )     (18,715,676 )     (18,146,995 )     (568,681 )
Adjustment due to currency conversion     404,680       346,577       58,103       368,340       271,822       96,518  
Balance, end of period   $ 14,497,030     $ 12,264,323     $ 2,232,707     $ 3,380,040     $ 2,540,141     $ 839,899  

 

8. DEFERRED POLICY ACQUISITION COSTS

 

A summary of the changes in deferred policy acquisition costs is as follows:

 

     
    Six Months Ended June 30,
    2017   2016
Balance, beginning of period   $ 498,889     $ 465,472  
Acquisition costs deferred     7,708,127       5,129,875  
Amortization of deferred policy acquisition costs     (6,410,964 )     (5,001,847 )
Balance, end of period   $ 1,796,052     $ 593,500  

 

9. ROYALTY AND MINERAL INTERESTS

 

The following tables are a summary of royalty and mineral interests:

 

                         
    Balance January 1, 2017   Sale of mineral interests   Option payments received   Impairments   Currency translation and other adjustments   Balance June 30, 2017
Taylor   $ 496,957     $     $ (356,309 )   $     $ (38,104 )   $ 102,544  
Other properties     462,258       (100,255 )     (15,000 )                 347,003  
Royalty interests     44,158                               44,158  
                                                 
Total   $ 1,003,373     $ (100,255 )   $ (371,309 )   $     $ (38,104 )   $ 493,705  

 

                         
    Balance January 1, 2016   Sale of mineral interests   Option payments received   Impairments   Currency translation and other adjustments   Balance December 31, 2016
Taylor   $ 478,836     $     $     $     $ 18,121     $ 496,957  
Other properties     462,258                               462,258  
Royalty interests     136,733       (86,982 )           (5,593 )           44,158  
                                                 
Total   $ 1,077,827     $ (86,982 )   $     $ (5,593 )   $ 18,121     $ 1,003,373  

 

Sale of mineral interest

On April 10, 2017, Till’s 100% owned subsidiary GPUS completed an option agreement with an unrelated party whereby a mineral interest located in Nevada, USA was sold.  The final payment of $1,156,090 was received by GPUS and a gain of $1,055,835 was recorded on the sale of that mineral interest.

 

Taylor property option

In April 2017, Till’s 64% owned subsidiary SPD entered into an option agreement (the “Taylor Agreement”) with Montego Resource Inc. (“Montego”) pursuant to which Montego has the right to acquire from SPD certain mining claims located in Nevada, USA commonly referred to as the Taylor Silver Property (the “Taylor Property”).

 

  11  

 

Under the terms of the Taylor Agreement, Montego can acquire the Taylor Property in consideration for the completion of a series of cash payments totaling $1,200,000, issuing 2,500,000 common shares to SPD, and incurring expenditures of at least $700,000 on the Taylor Property. Upon completion of the payments, share issuances, and expenditures, Montego will hold a 100% percent interest in the Taylor Property, subject to a 2.0% net smelter returns royalty ("NSR") and a 1.0% net profit royalty which will be retained by SPD.

 

The payments, share issuances, and expenditures must be completed in accordance with the following schedule:

 

At Closing: $200,000 cash and 500,000 common shares
6 months from Closing: $100,000 cash and 300,000 common shares
12 months from Closing: $200,000 cash and 400,000 common shares and expenditures of $100,000
24 months from Closing: $300,000 cash and 500,000 common shares and expenditures of $250,000
36 months from Closing: $400,000 cash and 800,000 common shares and expenditures of $350,000

 

The closing occurred on April 20, 2017 on which date SPD had received $200,000 cash and 500,000 common shares of Montego initially valued at $156,309.

 

Carlin Vanadium property option

In June 2017, Till’s 100% owned subsidiary GPUS entered into an option agreement (the “Carlin Vanadium Agreement”) with a privately-held unrelated company (“Optionee”) pursuant to which Optionee has the right to acquire from GPUS certain mining claims located in Idaho, USA commonly referred to as the Carlin Vanadium/Black Kettle Property (the “Carlin Vanadium Property”).

 

Under the terms of the Carlin Vanadium Agreement, Optionee can acquire the Carlin Vanadium Property in consideration for the completion of a series of cash payments totaling $2,000,000, incurring expenditures of at least $475,000 on the Carlin Vanadium Property, and granting a 2.0% NSR to GPUS on the Carlin Vanadium Property. Upon completion of the payments, expenditures, and issuance of 2.0% NSR, Optionee will hold a 100% percent interest in the Carlin Vanadium Property.  The Optionee has the right to purchase the NSR for $2 million for 1.0% (half the NSR) or $4 million for the entire 2.0% NSR.  That right expires at the end of the option period.

 

The payments, expenditures, and NSR grant must be completed in accordance with the following schedule:

 

At Closing: $15,000 cash
On or before December 15, 2017: Expenditures of $50,000
12 months from Closing: $25,000 cash
On or before December 15, 2018: Expenditures of an aggregate of $125,000
24 months from Closing: $50,000 cash
On or before December 15, 2019: Expenditures of an aggregate of $225,000
On or before December 15, 2020: Expenditures of an additional $250,000
On or before December 15, 2021: Expenditures of an additional $250,000 (unless option is exercised)
On or before 60 months from closing: Expenditures of an additional $250,000 (unless option is exercised)
On or before 60 months from closing: $2,000,000 cash less any cash payments, not including expenditures
On or before 60 months from closing: Grant of 2.0% NSR to GPUS subject to purchase by Optionee

 

The closing occurred on June 14, 2017 on which date GPUS had received $15,000.

 

10. INCOME TAXES

 

Till's net income tax benefit (expense) for the three month periods ended June 30, 2017 and 2016 consisted of Canadian current income tax expense of $23,879 and $121,193, respectively, which amounts correspond to an estimated annual effective tax rate of approximately 26% for both the three month periods ended June 30, 2017 and 2016, and deferred income tax benefit of $65,474 and $36,683 for the three month periods ended June 30, 2017 and 2016, respectively.

 

Till's net income tax benefit (expense) for the six month periods ended June 30, 2017 and 2016 consisted of Canadian current income tax expense of $34,825 and $176,954, respectively, which amounts correspond to an estimated annual effective tax rate of approximately 26% for both the six month periods ended June 30, 2017 and 2016, and deferred income tax benefit of $111,923 and $119,419 for the six month periods ended June 30, 2017 and 2016, respectively.

 

11. INCOME (LOSS) PER SHARE

 

Till uses the treasury stock method to calculate diluted income (loss) per share. Following the treasury stock method, the numerator for Till’s diluted income (loss) per share calculation remains unchanged from the basic income (loss) per share calculation, as the assumed exercise of Till’s stock options and warrants does not result in an adjustment to net income or loss.

 

  12  

 

Stock options to purchase 118,352 and 119,952 restricted voting shares were outstanding at June 30, 2017 and December 31, 2016, respectively. Warrants to purchase 179,500 restricted voting shares were outstanding at June 30, 2017 and December 31, 2016. Those stock options and warrants were excluded in the calculation of diluted earnings per share because the exercise prices of the options and warrants were greater than the weighted average market value of the restricted voting shares in the three and six month periods ended June 30, 2017.

 

12. SEGMENT DATA

 

Till operates in a single segment, that being insurance.

 

Till's revenue is attributed to the following geographical areas:

 

         
    Three Months Ended June 30,   Six Months Ended June 30,
    2017   2016   2017   2016
Canada   $ 675,837     $ 297,953     $ 1,025,238     $ 817,080  
Bermuda     416,853       1,689,517       851,325       1,546,275  
United States     46,597       (445,447 )     686,145       (415,627 )
Total   $ 1,139,287     $ 1,542,023     $ 2,562,708     $ 1,947,728  

 

13. RELATED PARTY DISCLOSURES

 

Service agreements

 

Till is party to service agreements with SPD whereby Till provides accounting and corporate communications services on a cost-plus recovery basis. During the three and six month periods ended June 30, 2017 and 2016, Till charged SPD $9,000 and $18,000 for those services, respectively.

 

14. CAPITAL MANAGEMENT

 

Regulatory capital

 

Till manages capital on an aggregate basis, as well as individually for each regulated entity. Till's insurance subsidiaries are subject to the regulatory capital requirements defined by the Bermuda Monetary Authority (“BMA”) for RRL and by the Office of Superintendent of Financial Institutions (Canada) (“OSFI”) for Omega General Insurance Company ("Omega").

 

Till’s objectives when managing capital consist of:

 

Ensuring that policyholders in the insurance and reinsurance subsidiaries are protected while complying with regulatory capital requirements.
Maximizing long-term shareholder value by optimizing capital used to operate and grow Till.

 

Till views capital as a scarce and strategic resource. That resource protects the financial well-being of the organization, and is also critical in enabling Till to pursue strategic business opportunities. Adequate capital also acts as a safeguard against possible unexpected losses, and as a basis for confidence in Till by shareholders, policyholders, creditors, and others. For the purpose of capital management, Till has defined capital as shareholders’ equity, excluding accumulated other comprehensive income ("AOCI"). Capital is monitored by Till's Board of Directors. Till's insurance subsidiaries are subject to minimum capital requirements that, in the case of RRL, is $1 million, and, in the case of Omega, the Minimum Capital Test ("MCT") is calculated based on guidelines established by OSFI. Those amounts are not available to satisfy liabilities of Till or other subsidiaries. Both RRL and Omega are in compliance with those requirements.

 

RRL

 

RRL is registered under The Bermuda Insurance Act 1978 and related regulations (the “Act”) that require RRL to file a statutory financial return and maintain certain measures of solvency and liquidity. The required Minimum General Business Solvency Margin at June 30, 2017 was $1 million. The Minimum Liquidity Ratio is the ratio of the insurer’s relevant assets to its relevant liabilities. The minimum allowable ratio is 75%. RRL’s relevant assets at June 30, 2017 were $8.7 million (December 31, 2016 - $16.8 million) and 75% of its relevant liabilities as of June 30, 2017 was $322,703 (December 31, 2016 - $161,988). As of June 30, 2017 and December 31, 2016, RRL is in compliance with those requirements.

 

Omega

 

OSFI has set out expectations of a 100% MCT as the minimum and have also set out 150% MCT as the supervisory target for Canadian property and casualty insurance companies. As of June 30, 2017, Omega had total capital available of CDN$9.0 (US$6.9) million (December 31, 2016 - CDN$9.4 (US$7.0) million) and a total capital required of CDN$2.8 (US$2.2) million (December 31, 2016 - CDN$1.9 (US$1.4) million) resulting in a MCT of 323% (December 31, 2016 - 499%). As of June 30, 2017 and December 31, 2016, Omega is in compliance with OSFI's MCT requirement.

 

  13  

 

Statutory Accounting Practices for RRL and Omega.

 

RRL and Omega follow accounting practices prescribed or permitted by their respective regulators, Bermuda and Canada, respectively. Statutory accounting practices applicable to RRL differ from GAAP in certain areas, the most significant being that statutory accounting practices:

 

Require the expensing of policy acquisition costs as incurred, i.e., does not allow for the deferral and amortization of policy acquisition costs, i.e., DPAC.
Require that certain investments be recorded at cost or amortized cost and allows bonds to be carried at amortized cost or fair value based on an independent rating.
Specify how much, if any, of a deferred income tax asset is reportable as an admitted asset.

 

15. CONTINGENCIES

 

Till and its subsidiaries are party to various litigation-related matters in the ordinary course of our business. Till cannot estimate with certainty the ultimate legal and financial liability with respect to those pending litigation matters. However, Till believes, based on its knowledge of such matters, that Till's ultimate liability with respect to those matters will not have a material adverse effect on Till's financial position, results of operations, or cash flows.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  14  

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Interim Operations

 

The following should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and Till’s consolidated financial statements for the year ended December 31, 2016 included in Till’s Annual Report on Form 10-K as filed with the SEC (the “2016 Report”).

 

Cautionary Statement for Forward-Looking Information

 

Certain statements in this Quarterly Report on Form 10-Q (this “Report”) of Till Capital Ltd. ("Till," "we," "us" or "our"), including statements in this MD&A, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often, but not always, using phrases such as “expects” or “does not expect,” “is expected,” “anticipates”, or “does not anticipate,” “plans,” “scheduled,” “forecasts,” “estimates,” “believes,” “intends,” or variations of such words and phrases or stating that certain actions, events, or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements. Those forward-looking statements are based on the beliefs of our management, as well as on assumptions that such management believes to be reasonable, based on information currently available at the time such statements were made. Forward-looking statements speak only as of the date they are made, and we assume no duty to, and do not undertake to, update forward-looking statements.

 

Any or all forward-looking statements may turn out to be wrong, and, accordingly, Till cautions readers not to place undue reliance on such statements. Till bases these statements on current expectations and the current economic environment as of the date of this Report. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance; actual results could differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties that may be important in determining Till’s actual future results and financial condition.

 

Factors that could cause actual results to differ materially from any results projected, forecasted, estimated, or budgeted or that may materially and adversely affect our actual results include but are not limited to (i) the cyclical nature of the insurance and reinsurance markets, (ii) fluctuations in the number and severity of insurance claims, (iii) our ability to purchase reinsurance on favorable terms when required, (iv) changes in the legal and regulatory environment in the U.S., Canada or Bermuda, (v) changes in insurance industry trends and significant industry developments, (vi) the effect of emerging claim and coverage issues on our business, (vii) any suspension or revocation of RRL’s or Omega’s reinsurance/insurance license, (viii) fluctuations in interest rates that could have an impact on our ability to generate investment income, (ix) our ability to access capital when needed, and (x) changes in ratings by ratings agencies of Till and/or its insurance company subsidiaries.  For additional information, see pages 1-3 and Part I, Item 1A. Risk Factors in the 2016 Report.

 

Overview

 

Till is an insurance holding company domiciled in Bermuda. Through Till’s two wholly-owned insurance subsidiaries, RRL and Omega, we provide property and casualty insurance and reinsurance business. Till operates in a single segment, specifically insurance.

 

RRL, a Bermuda domiciled company, was organized to offer reinsurance coverage to a select group of insurance companies, e.g., captive insurers, privately-held insurers, and other global insurers and reinsurers. RRL entered into its initial reinsurance contracts effective December 31, 2014. Those initial reinsurance contracts were novated in September 2015. RRL currently does not have any active reinsurance contracts in force. RRL intends to participate in reinsurance contracts using the Multi-Strat Re platform to underwrite medium- to long-term property and casualty business, as acceptable opportunities are identified. RRL’s primary sources of income are reinsurance premiums and investment income. RRL also owns 64% of the outstanding shares of Silver Predator Corp., a Canadian-based junior mineral exploration company that has historically been engaged in exploring for and developing economically viable silver, gold, and tungsten deposits in Canada and the United States, with a focus on Nevada and Idaho.

 

Omega, a Canada domiciled company, underwrites direct and reinsurance business. As a reinsurer, Omega provides assumption reinsurance to insurance companies that want to exit the Canadian market, and to insurance companies that want to transfer all of their remaining claim liabilities on particular books of business; those arrangements are commonly referred to as “run-off” or “loss portfolio transfer” assumption business. Omega also is a primary insurer, direct writer, for insurance companies looking to write Canadian business, but lacking the appropriate Canadian insurance licenses. In that capacity, Omega acts as the direct writer, or fronting company, for a specific insurance company and typically will cede most or all of that fronted business to that insurer. Omega has three sources of revenue, namely, (i) premiums on portfolio transfer transactions and fees related to managing Canadian branch offices in “run-off”, (ii) assumption reinsurance, including servicing fees in certain transactions, and (iii) premiums on direct business.

 

Till’s other subsidiaries include Till Management Company (“TMC”), Golden Predator US Holding Corp. (“GPUS”), and Focus. TMC provides investment advisory and investment management services, and GPUS provides personnel services, financial accounting, corporate and compliance, and other back-office support to Till and its subsidiaries, and Focus provides management services to Omega and consulting and management services to third-party insurers.

 

  15  

 

The discussion of Till's financial condition and results of operations that follows is intended to provide summarized information to assist the reader in understating Till's condensed consolidated financial statements, as well as to provide explanations as regards the primary factors that accounted for those financial statement changes from year to year and quarter to quarter. This discussion should be read in conjunction with Till's condensed consolidated financial statements that appear in Part I, Item 1 of this Report.

 

Critical Accounting Estimates

 

When Till prepares its condensed consolidated financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America ("GAAP"), Till must make estimates and assumptions about future events that affect the amounts reported. Certain of those estimates result from judgments that can be subjective and complex. As a result of that subjectivity and complexity, and because Till continuously evaluates those estimates and assumptions based on a variety of factors, actual results could materially differ from Till's estimates and assumptions if changes in one or more factors require Till to make accounting adjustments. During the six months ended June 30, 2017, Till reassessed its critical accounting policies and estimates as disclosed within the 2016 Report; Till has made no material changes or additions with regard to such policies and estimates.

 

Results of Operations - Three and six month periods ended June 30, 2017 compared with three and six month periods ended June 30, 2016

 

The following table summarizes Till’s consolidated results of operations for the periods indicated:

 

    Three Months Ended June 30,   Six Months Ended June 30,
    2017   2016   2017   2016
Revenue:                
Insurance premiums written   $ 15,227,032     $ 9,352,770     $ 35,060,344     $ 19,294,908  
Insurance premiums ceded to reinsurers     (14,455,148 )     (9,182,235 )     (32,889,624 )     (18,799,337 )
Change in unearned premiums     (475,157 )     44,028       (1,580,593 )     (133,364 )
Net premiums earned     296,727       214,563       590,127       362,207  
                                 
Investment income (loss), net     (342,410 )     1,203,104       622,941       1,248,392  
Gain on sale of mineral interests and PP&E     1,070,835             1,075,335       43,000  
Other revenue     114,135       124,356       274,305       294,129  
Total Revenue     1,139,287       1,542,023       2,562,708       1,947,728  
                                 
Expenses:                                
Losses and loss adjustment expenses, net     264,955       177,466       582,986       388,804  
General and administrative expenses     616,078       530,408       1,197,242       996,066  
Salaries and benefits     296,447       289,163       592,292       845,026  
Stock-based compensation     3,776       16,781       23,527       25,107  
Mining related expenses and property impairment     17,601       13,104       28,633       24,521  
Foreign exchange (gain) loss     26,380       3,325       22,020       (231,685 )
Interest and other (income) expense     1,633       (31,788 )     4,199       (26,239 )
Total Expenses     1,226,870       998,459       2,450,899       2,021,600  
                                 
Income (loss) before income taxes and equity loss on equity method investment     (87,583 )     543,564       111,809       (73,872 )
Current income tax expense     (23,879 )     (121,193 )     (34,825 )     (176,954 )
Deferred income tax benefit     65,474       36,683       111,923       119,419  
Loss on equity method investment     (34,597 )     (3,847 )     (50,283 )     (12,428 )
Net income (loss)   $ (80,585 )   $ 455,207     $ 138,624     $ (143,835 )
                                 
Income (loss) attributable to:                                
Shareholders of Till Capital Ltd.     (67,221 )     479,250       142,882       (162,706 )
Non-controlling interests     (13,364 )     (24,043 )     (4,258 )     18,871  
Net income (loss)   $ (80,585 )   $ 455,207     $ 138,624     $ (143,835 )
                                 
Basic and diluted income (loss) per share of Till Capital Ltd.   $ (0.02 )   $ 0.14     $ 0.04     $ (0.05 )
Weighted average number of shares outstanding     3,350,284       3,426,577       3,350,284       3,427,931  

 

  16  

 

Comparison of the three month periods ended June 30, 2017 and 2016

 

Revenue

 

Insurance premiums written

Insurance premiums written increased from $9.4 million for the three months ended June 30, 2016 to $15.2 million for the three months ended June 30, 2017. That increase in insurance premiums relates primarily to a new insurance program at Omega and growth in other Omega insurance programs during the three months ended June 30, 2017 compared to the three months ended June 30, 2016.

 

Insurance premiums ceded to reinsurers

Insurance premiums ceded to reinsurers increased from $9.2 million for the three months ended June 30, 2016 to $14.5 million for the three months ended June 30, 2017. That increase in insurance premiums ceded to reinsurers relates primarily to a new insurance program at Omega and growth in other Omega insurance programs during the three months ended June 30, 2017 compared to the three months ended June 30, 2016.

 

Change in unearned premiums

Change in unearned premiums increased from a decrease of $44,028 for the three months ended June 30, 2016 to an increase of $0.5 million for the three months ended June 30, 2017. That increase in the change in unearned premiums relates primarily to a new insurance program at Omega and growth in other Omega insurance programs during the three months ended June 30, 2017 compared to the three months ended June 30, 2016.

 

Investment income (loss), net

Investment income (loss), inclusive of net realized investment gains and losses, decreased from $1.2 million for the three months ended June 30, 2016 to a loss of $0.3 million for the three months ended June 30, 2017. That decrease in net investment income (loss) was due mostly to losses in trading of futures strategies during the three months ended June 30, 2017 and larger gains in legacy natural resource investments for the three months ended June 30, 2016 as compared to the three months ended June 30, 2017.

 

Gain on sale of mineral interests and PP&E

Gain on sale of mineral interests and PP&E increased from $nil for the three months ended June 30, 2016 to $1.1 million for the three months ended June 30, 2017. That increase in gain on sale of mineral interests and PP&E was due mostly to the completion of an option agreement that resulted in the sale of a mineral property during the three months ended June 30, 2017 compared to no sales of mineral interests and PP&E during the three months ended June 30, 2016.

 

Total revenue

Total revenue decreased from $1.5 million for the three months ended June 30, 2016 to $1.1 million for the three months ended June 30, 2017. That decrease in total revenue was due principally to decreased investment income for the three months ended June 30, 2017 compared to the three months ended June 30, 2016, partially offset by increased gain on sale of mineral interests and PP&E as well as increased net premiums earned for the three months ended June 30, 2017 compared to the three months ended June 30, 2016.

 

Expenses

 

Losses and loss adjustment expenses, net

Losses and loss adjustment expenses, net of amounts ceded to reinsurers, increased from $0.2 million for the three months ended June 30, 2016 to $0.3 million for the three months ended June 30, 2017. That increase in loss and loss adjustment expenses net of amounts ceded to reinsurers was due to higher adverse development on prior-year claims mostly related to the hospitality program incurred in the three months ended June 30, 2017 as compared to the three months ended June 30, 2016.

 

General and administrative expenses

General and administrative expenses increased from $0.5 million for the three months ended June 30, 2016 to $0.6 million for the three months ended June 30, 2017. That increase in general and administrative expenses was due to higher professional fees for the three months ended June 30, 2017 compared to the three months ended June 30, 2016.

 

Net income (loss)

Net income decreased from $0.5 million for the three months ended June 30, 2016 to a net loss of $0.1 million for the three months ended June 30, 2017. That decrease in net income was due principally to decreased investment income for the three months ended June 30, 2017 compared to the three months ended June 30, 2016, partially offset by increased gain on sale of mineral interests and PP&E as well as increased net premiums earned for the three months ended June 30, 2017 compared to the three months ended June 30, 2016.

 

  17  

 

Comparison of the six month periods ended June 30, 2017 and 2016

 

Revenue

 

Insurance premiums written

Insurance premiums written increased from $19.3 million for the six months ended June 30, 2016 to $35.1 million for the six months ended June 30, 2017. That increase in insurance premiums relates primarily to a new insurance program at Omega and growth in other Omega insurance programs during the six months ended June 30, 2017 compared to the six months ended June 30, 2016.

 

Insurance premiums ceded to reinsurers

Insurance premiums ceded to reinsurers increased from $18.8 million for the six months ended June 30, 2016 to $32.9 million for the six months ended June 30, 2017. That increase in insurance premiums ceded to reinsurers relates primarily to a new insurance program at Omega and growth in other Omega insurance programs during the six months ended June 30, 2017 compared to the six months ended June 30, 2016.

 

Change in unearned premiums

Change in unearned premiums increased from $0.1 million for the six months ended June 30, 2016 to $1.6 million for the six months ended June 30, 2017. That increase in the change in unearned premiums relates primarily to a new insurance program at Omega and growth in other Omega insurance programs during the six months ended June 30, 2017 compared to the six months ended June 30, 2016.

 

Investment income (loss), net

Investment income (loss), inclusive of net realized investment gains and losses, decreased from $1.2 million for the six months ended June 30, 2016 to $0.6 million for the six months ended June 30, 2017. That decrease in net investment income (loss) was due mostly to losses incurred in the trading of futures strategies for the six month ended June 30, 2017 and larger gains in legacy natural resource investments for the six months ended June 30, 2016 as compared to the six months ended June 30, 2017.

 

Gain on sale mineral interests and PP&E

Gain on sale of mineral interests and PP&E increased from $43,000 for the six months ended June 30, 2016 to $1.1 million for the six months ended June 30, 2017. That increase in gain on sale of mineral interests and PP&E was due mostly to the completion of an option agreement that resulted in the sale of a mineral property during the six months ended June 30, 2017 compared to minor sales of mineral interests and PP&E during the six months ended June 30, 2016.

 

Total revenue

Total revenue increased from $1.9 million for the six months ended June 30, 2016 to $2.6 million for the six months ended June 30, 2017. That increase in total revenue was due principally to increased gain on sale of mineral interests and PP&E as well as increased net premiums earned for the six months ended June 30, 2017 compared to the six months ended June 30, 2016, partially offset by decreased investment income for the six months ended June 30, 2017 compared to the six months ended June 30, 2016.

 

Expenses

 

Losses and loss adjustment expenses, net

Losses and loss adjustment expenses, net of amounts ceded to reinsurers, increased from $0.4 million for the six months ended June 30, 2016 to $0.6 million for the six months ended June 30, 2017. That increase in loss and loss adjustment expenses net of amounts ceded to reinsurers was due to higher adverse development on prior-year claims mostly related to the hospitality program incurred in the six months ended June 30, 2017 as compared to the six months ended June 30, 2016.

 

General and administrative expenses

General and administrative expenses increased from $1.0 million for the six months ended June 30, 2016 to $1.2 million for the six months ended June 30, 2017. That increase in general and administrative expenses was due to higher professional fees for the six months ended June 30, 2017 compared to the six months ended June 30, 2016.

 

Salaries and benefits

Salaries and benefits decreased from $0.8 million for the six months ended June 30, 2016 to $0.6 million for the six months ended June 30, 2017. That decrease in salaries and benefits resulted principally from a one-time payment to Till's former CFO during the six months ended June 30, 2016.

 

Foreign exchange (gain) loss

Foreign exchange (gain) loss decreased from a gain of $231,685 for the six months ended June 30, 2016 to a loss of $22,020 for the six months ended June 30, 2017. That decrease in foreign exchange gain is due primarily to payments received on the Canadian dollar denominated note receivable during the six months ended June 30, 2017. Foreign exchange gain for the six months ended June 30, 2016 was mainly associated with the Canadian dollar denominated note receivable.

 

Net income (loss)

Net income increased from a net loss of $0.1 million for the six months ended June 30, 2016 to net income of $0.1 million for the six months ended June 30, 2017. That increase in net income was due principally to increased gain on sale of mineral interests and PP&E as well as increased net premiums earned for the six months ended June 30, 2017 compared to the six months ended June 30, 2016, partially offset by decreased investment income, increased expenses, and decreased foreign exchange gain for the six months ended June 30, 2017 compared to the six months ended June 30, 2016.

 

  18  

 

Financial Condition - June 30, 2017 compared with December 31, 2016

 

    June 30, 2017   December 31, 2016
Cash and cash equivalents   $ 5,600,203     $ 5,320,208  
Investments     19,611,013       16,769,265  
Unpaid losses and loss adjustment expenses ceded     7,884,515       7,058,004  
Unearned premiums ceded     12,264,323       1,614,803  
Premiums receivable and reinsurance recoverables     13,319,154       2,391,427  
Deferred policy acquisition costs     1,796,052       498,889  
Assets held for sale     4,542,646       4,543,239  
Promissory note receivable           2,410,494  
Other assets     1,366,838       1,848,801  
Deferred income tax asset     695,076       583,153  
Goodwill     3,084,184       2,980,819  
Total assets   $ 70,164,004     $ 46,019,102  
                 
Reserve for unpaid losses and loss adjustment expenses   $ 14,125,263     $ 13,212,366  
Unearned premiums     14,497,030       2,283,118  
Reinsurance payables     12,545,864       3,193,409  
Accounts payable and accrued liabilities     1,449,003       1,143,825  
Other liabilities     1,962,834       397,103  
Total liabilities   $ 44,579,994     $ 20,229,821  
                 
Total shareholders’ equity   $ 25,584,010     $ 25,789,281  

 

Cash and cash equivalents and investments

 

Cash and cash equivalents ($5.6 million) and investments ($19.6 million) totaled $25.2 million at June 30, 2017 as compared to cash and cash equivalents ($5.3 million) and investments ($16.8 million) that totaled $22.1 million at December 31, 2016. That increase in cash and cash equivalents resulted from the receipt of payments on a note receivable, partially offset by the purchase of investments. The increase in investments resulted mostly from net purchase of investments.

 

Unearned premiums ceded

 

Unearned premiums ceded totaled $12.3 million at June 30, 2017 as compared to $1.6 million at December 31, 2016. That increase in unearned premiums ceded relates primarily to a new insurance program at Omega during the six months ended June 30, 2017, growth in other Omega insurance programs, and fluctuations resulting from renewals occurring during the six months ended June 30, 2017 for insurance policies renewed under Omega's insurance programs.

 

Premiums receivable and reinsurance recoverables

 

Premiums receivable and reinsurance recoverables totaled $13.3 million at June 30, 2017 as compared to $2.4 million at December 31, 2016. That increase in premiums receivable and reinsurance recoverables relates primarily to a new insurance program at Omega and growth in other Omega insurance programs during the six months ended June 30, 2017.

 

  19  

 

Deferred policy acquisition costs ("DPAC")

 

DPAC totaled $1.8 million at June 30, 2017 as compared to $0.5 million at December 31, 2016. That increase in DPAC relates primarily to a new insurance program at Omega and growth in Omega's other insurance programs during the six months ended June 30, 2017.

 

    June 30, 2017   December 31, 2016
Balance, beginning of period   $ 498,889     $ 465,472  
Acquisition costs deferred     7,708,127       11,110,040  
Amortization of DPAC     (6,410,964 )     (11,076,623 )
Balance, end of period   $ 1,796,052     $ 498,889  

 

Promissory note receivable

 

Promissory note receivable was full paid in the 2nd quarter of 2017 and totaled $nil at June 30, 2017 as compared to $2.4 million at December 31, 2016. That decrease in promissory note receivable is due to receipt of payments on the promissory note during the six months ended June 30, 2017.

 

Reserve for unpaid losses and loss adjustment expenses

 

Reserve for unpaid losses and loss adjustment expenses totaled $14.1 million at June 30, 2017 as compared to $13.2 million at December 31, 2016. That increase in reserve for unpaid losses and loss adjustment expenses is in the normal course of business and was due to incurred claims being higher than paid claims during the six months ended June 30, 2017.

 

Unearned premiums

 

Unearned premiums totaled $14.5 million at June 30, 2017 as compared to $2.3 million at December 31, 2016. That increase in unearned premiums relates primarily a new insurance program at Omega during the six months ended June 30, 2017, significant growth in other Omega insurance programs, and fluctuations resulting from renewals occurring during the six months ended June 30, 2017 for insurance policies renewed under Omega's insurance programs.

 

Reinsurance payables

 

Reinsurance payables totaled $12.5 million at June 30, 2017 as compared to $3.2 million at December 31, 2016. That increase in reinsurance payables relates primarily to a new insurance program at Omega and growth in Omega's other insurance programs during the six months ended June 30, 2017.

 

Accounts payable and accrued liabilities

 

Accounts payable and accrued liabilities totaled $1.4 million at June 30, 2017 as compared to $1.1 million at December 31, 2016. That increase in accounts payable and accrued liabilities relates primarily to increased securities sold-short as of June 30, 2017 compared to December 31, 2016.

 

Other liabilities

 

Other liabilities totaled $2.0 million at June 30, 2017 as compared to $0.4 million at December 31, 2016 and is comprised of unearned commissions at Omega. That increase in other liabilities related primarily to a new insurance program at Omega and growth in Omega's other insurance programs during the six months ended June 30, 2017.

 

  20  

 

Liquidity and Capital Resources

 

Cash Flows

 

    Six Months Ended June 30,
    2017   2016
Net cash (used in) provided by:                
Operating activities   $ (1,052,728 )   $ (1,518,449 )
Investing activities     (1,577,857 )     3,107,025  
Financing activities     2,565,253       491,187  
(Decrease) Increase in cash and cash equivalents     (65,332 )     2,079,763  
Effects of foreign exchange     345,327       342,495  
Cash and cash equivalents, beginning of period     5,320,208       1,519,881  
Cash and cash equivalents, end of period   $ 5,600,203     $ 3,942,139  

 

Operating activities

Net cash used in operating activities was $1.1 million for the six months ended June 30, 2017 compared to $1.5 million for the six months ended June 30, 2016, a change of $0.4 million. That decrease in cash used in operating activities in the six months ended June 30, 2017 compared to the six months ended June 30, 2016 is primarily due to an increase in accounts payable and other liabilities of $2.1 million and an increase in unearned premium of $1.5M, partly offset by an increase of premium receivable and reinsurance recoverables net of reinsurance payables of $2.1M, and an increase in deferred policy and acquisition costs of $1.1M for the six months ended June 30, 2017 due primarily to a new insurance program at Omega.

 

Investing activities

Net cash used in investing activities was $1.6 million for the six months ended June 30, 2017 compared to net cash provided of $3.1 million for the six months ended June 30, 2016, a change of $4.7 million. That increase in cash used in investing activities is primarily the result of net purchases of investments of $2.9 million for the six months ended June 30, 2017 compared to cash provided from the net sales of investments of $3.1 million for the six months ended June 30, 2016.

 

Financing activities

Net cash provided by financing activities was $2.6 million for the six months ended June 30, 2017 compared to $0.5 million for the six months ended June 30, 2016, an increase of $2.1 million. The source of cash for the six months ended June 30, 2017 and 2016 was the receipt of $2.6 million and $0.5 million on the note receivable, respectively.

 

Off-Balance Sheet Arrangements

As of June 30, 2017, Till did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

 

Contractual Obligations

 

Not applicable.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable.

 

Item 4. Controls and Procedures

 

Till’s management evaluated, with the participation of Till’s principal executive and principal financial officers, the effectiveness of Till's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") as of June 30, 2017.  Based on their evaluation, Till’s principal executive and principal financial officers concluded that Till’s disclosure controls and procedures were effective as of June 30, 2017. There has been no change in Till’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the six months ended June 30, 2017 that has materially affected, or is reasonably likely to materially affect, Till's internal control over financial reporting.

 

  21  

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Till is party to various litigation matters in the ordinary course of business. Till cannot estimate with certainty its ultimate legal and financial liability with respect to our pending litigation matters. However, Till believes, based on its knowledge of such matters, that its ultimate liability with respect to those matters will not have a material adverse effect on Till's financial position, results of operations, or cash flows.

 

Item 1A. Risk Factors

 

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in the 2016 Report, including those set forth on pages 1-3 and discussed in Part I, “Item 1A. Risk Factors”, that could materially affect Till's business, results of operations, or financial condition. Till may also be subject to additional risks and uncertainties not currently known to Till or that Till currently deems to be immaterial that may prove to materially adversely affect Till's business, results of operations, or financial condition.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

 

  22  

 

Item 6. Exhibits

 

 

2.1 Arrangement Agreement, dated as of February 18, 2014, between Americas Bullion Royalty Corp. and Resource Holdings Ltd. (incorporated by reference to Exhibit 4.11 to Form 20-F filed on March 13, 2015).
   
3.1 Memorandum of Association of Resource Holdings Ltd. (incorporated by reference to Exhibit 1.1 to Form 20-F filed on March 13, 2015).
   
3.2 Bye-laws of Till Capital Ltd. (incorporated by reference to Exhibit 1.2 to Form 20-F filed on March 13, 2015).
   
4.1 Specimen of Restricted Voting Share Certificate (incorporated by reference to Exhibit 4.1 to Form 10-K filed on April 17, 2017).
   
31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
101 Financial statements from the Quarterly Report on Form 10-Q of Till Capital Ltd. as of and for the quarter ended June 30, 2017, formatted in Extensible Business Reporting Language ("XBRL"), namely, (i) the Condensed Consolidated Balance Sheets at June 30, 2017 and December 31, 2016, (ii) the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three and six months ended June 30, 2017 and 2016, (iii) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016, and (iv) the Notes to Unaudited Interim Condensed Consolidated Financial Statements.

 

 

  23  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

    TILL CAPITAL LTD.
    (Registrant)
     
     
Date: August 14, 2017 By:   /s/ Brian P. Lupien
    Brian P. Lupien
    Chief Financial Officer
    (Duly Authorized Officer and Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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