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Till Capital Ltd. (TILCF)
OTHER OTC:TILCF
Risk Overview Q4, 2017
Risk Distribution
40% Finance & Corporate
32% Legal & Regulatory
16% Production
12% Macro & Political
0% Tech & Innovation
0% Ability to Sell
Finance & Corporate - Financial and accounting risks. Risks related to the execution of corporate activity and strategy
This chart displays the stock's most recent risk distribution according to category. TipRanks has identified 6 major categories: Finance & corporate, legal & regulatory, macro & political, production, tech & innovation, and ability to sell.
Risk Change Over Time
S&P500 Average
Sector Average
Risks removed
Risks added
Risks changed
Till Capital Risk Factors
New Risk (0)
Risk Changed (0)
Risk Removed (0)
No changes from previous report
The chart shows the number of risks a company has disclosed. You can compare this to the sector average or S&P 500 average.
The quarters shown in the chart are according to the calendar year (January to December). Businesses set their own financial calendar, known as a fiscal year. For example, Walmart ends their financial year at the end of January to accommodate the holiday season.
The quarters shown in the chart are according to the calendar year (January to December). Businesses set their own financial calendar, known as a fiscal year. For example, Walmart ends their financial year at the end of January to accommodate the holiday season.
Risk Highlights Q4, 2017
Main Risk Category
Finance & Corporate
With 10 Risks
Finance & Corporate
With 10 Risks
Number of Disclosed Risks
25
No changes from last report
S&P 500 Average: 32
25
No changes from last report
S&P 500 Average: 32
Recent Changes
0Risks added
0Risks removed
0Risks changed
Since Dec 2017
0Risks added
0Risks removed
0Risks changed
Since Dec 2017
Number of Risk Changed
0
No changes from last report
S&P 500 Average: 4
0
No changes from last report
S&P 500 Average: 4
See the risk highlights of Till Capital in the last period.
Risk Word Cloud
The most common phrases about risk factors from the most recent report. Larger texts indicate more widely used phrases.
Risk Factors Full Breakdown - Total Risks 25
Finance & Corporate
Total Risks: 10/25 (40%)Below Sector Average
Share Price & Shareholder Rights3 | 12.0%
Share Price & Shareholder Rights - Risk 1
U.S. holders who hold Till Shares may be subject to adverse U.S. tax consequences if Till is considered to be a passive foreign investment company ("PFIC") for U.S. federal income tax purposes as contemplated in Section 1291 of the U.S. Internal Revenue Code ("IRC").Share Price & Shareholder Rights - Risk 2
Because Till currently qualifies as a "smaller reporting company," our disclosure obligations are different than what is required for non-smaller reporting companies.In addition to qualifying as an "emerging growth company," Till currently qualifies as a "smaller reporting company". The "smaller reporting company" category includes companies that (i) have a common equity public float of less than $75 million or (ii) are unable to calculate their public float and have annual revenue of $50 million or less when entering the system. A smaller reporting company prepares and files reports and registration statements with the Securities and Exchange Commission ("SEC") using the same forms as are required for other SEC reporting companies; however, the information required to be disclosed may differ and may be less comprehensive than that required for other registrants.
Share Price & Shareholder Rights - Risk 3
U.S. persons who own Till Shares may have more difficulty in protecting their interests than U.S. persons who are shareholders of a U.S. corporation.Our bye-laws require that all shareholder suits are to be adjudicated in Bermuda and that all shareholders have to accept that condition when purchasing Till Shares. Our bye-laws also provide that shareholders waive all claims or rights of action that they might have against any director or officer for any act or failure to act in the performance of such director's or officer's duties, except with respect to any fraud or dishonesty of such director or officer.
The rights of shareholders under Bermuda law are also not as extensive as the rights of shareholders under legislation or judicial precedent in many Canadian or United States jurisdictions. Bermuda does not permit attorneys to act on behalf of clients on a contingency fee basis, so any shareholder or combination of shareholders must pay legal fees to press any grievance against us or our directors in a Bermuda court of law. Furthermore, Bermuda's legal system requires the non-prevailing party to pay the legal fees of the prevailing party.
Accounting & Financial Operations4 | 16.0%
Accounting & Financial Operations - Risk 1
There are limitations in using predictive models.Accounting & Financial Operations - Risk 2
The insurance and reinsurance markets are cyclical and we are subject to those cycles.The insurance and reinsurance markets are cyclical and subject to unforeseen developments that may affect our operating results. Those developments could include trends of legal and regulatory decisions that could result in increasingly larger awards for certain types of losses, natural disasters, fluctuations in interest rates, changes in laws, changes in the investment environment that affect market prices of investments, inflationary pressures, and other events that affect the size of premiums or losses that companies and insurers experience. Prevailing market and economic conditions can affect the demand for insurance and reinsurance.
Accounting & Financial Operations - Risk 3
We may not be able to purchase reinsurance on favorable terms when required.We may purchase reinsurance for our own account to mitigate the volatility of losses impacting our financial condition. From time to time, market conditions have limited, and in some cases have prevented, insurers and reinsurers from obtaining the types and amounts of reinsurance that they consider adequate for their business needs. If we are unable to purchase reinsurance on the terms we desire, we may be exposed to additional costs and/or insurance-related risks that could adversely affect our results of operations.
Accounting & Financial Operations - Risk 4
RRL is unrated and may not be able to generate sufficient premiums to be profitable.The reinsurance markets rely heavily on ratings whereby third-party rating agencies assess and rate the claims-paying ability of insurers and reinsurers based on criteria established by such rating agencies. The claims-paying ability ratings assigned by rating agencies to insurance and reinsurance companies represent independent opinions of financial strength and ability to meet policyholder obligations, and are not directed toward the protection of investors. Insured parties and brokers/intermediaries use those ratings as one measure by which to assess the financial strength and quality of insurers and reinsurers. Those ratings are often a key factor in the decision by an insured or a broker/intermediary as to whether to place business with a particular insurance or reinsurance provider. RRL may in the future apply for such a rating from A.M. Best. However, there is no guarantee that such a rating, or a rating from any rating agency, will be obtained, or that, if any such rating is obtained, it will be maintained.
Debt & Financing2 | 8.0%
Debt & Financing - Risk 1
Interest rates could increase significantly or we could be unable to generate sufficient investment income.Debt & Financing - Risk 2
Till may require additional capital that may be unavailable when we need it.Our future capital requirements depend on many factors, including our ability to establish reserves at levels sufficient to cover losses. We may need to raise additional funds through financings or curtail our growth and reduce our assets. Any equity or debt financing, if available at all, may be on terms that are not favorable to us. In the case of equity financings, dilution to our shareholders could result.
Corporate Activity and Growth1 | 4.0%
Corporate Activity and Growth - Risk 1
Our operational structure is continually being developed and implemented.Legal & Regulatory
Total Risks: 8/25 (32%)Above Sector Average
Regulation3 | 12.0%
Regulation - Risk 1
There are ever-changing legal and regulatory developments in the insurance and reinsurance industries that could adversely affect our business.Regulation - Risk 2
We are subject to the jurisdiction of Bermuda work eligibility laws that may limit our ability to employ key employees.We may be affected by Bermuda laws that require work permits for certain employees. Under Bermuda law, non-Bermudians (other than spouses of Bermudians) may not engage in any gainful occupation in Bermuda without an appropriate governmental work permit. Our success may depend in part on the continued services of key employees and contractors in Bermuda. A work permit may be granted or renewed after a showing that, after proper public advertisement, no Bermudian (or spouse of a Bermudian or a holder of a permanent resident's certificate or holder of a working resident's certificate) is available who meets the minimum standards reasonably required by the employer. If work permits are not obtained, or are not renewed, for our principal employees and contractors, we would lose their services, which event could materially affect our business.
Regulation - Risk 3
There could be changes in the Bermuda or Canada laws and regulations that could adversely affect us.Because we are organized in Bermuda, and also operate in Canada, we are subject to changes of law or regulation in those jurisdictions that may have an adverse impact on our operations, including imposition of tax liability or increased regulatory supervision. We are also exposed to changes in the political environment in Bermuda and Canada that could have an adverse impact on our operations.
Taxation & Government Incentives5 | 20.0%
Taxation & Government Incentives - Risk 1
Changes in U.S. federal income tax law could materially adversely affect an investment in Till Shares.Taxation & Government Incentives - Risk 2
Till may be subject to U.S. federal income tax that could have an adverse effect on our financial condition and/or results of operations and on an investment in Till Shares.If Till, Holdings, and/or RRL is considered to be engaged in a trade or business in the U.S., we could be subject to U.S. federal income tax and additional taxes on the portion of our earnings that are effectively connected to such U.S. trade or business. Alternatively, if Till, Holdings, and/or RRL is entitled to benefits under an applicable income tax treaty, and if such entity were considered engaged in a trade or business in the United States through a "permanent establishment" (as such term is defined pursuant to such applicable United States income tax treaty), then such entity could be subject to U.S. federal income tax on the portion of its earnings that are attributable to its permanent establishment in the U.S. If any portion of Till's, Holdings', and/or RRL's earnings was determined to be subject to U.S. federal income tax, then such entity's results of operations could be materially adversely affected.
Till and RRL are Bermuda companies, and Holdings is a Canadian company. We intend to manage our business so that each of these companies operates in such a manner that none of those companies should be treated as engaged in a U.S. trade or business and, thus, should not be subject to U.S. federal taxation (other than the U.S. federal excise tax on insurance and reinsurance premium income attributable to insuring or reinsuring U.S. risks and U.S. federal withholding tax on certain U.S. source investment income). However, there can be no assurance that the IRS will not contend that Till, Holdings, and/or RRL are engaged in a trade or business in the United States that would be subject to U.S. federal taxation.
No Till shareholder or combination of shareholders who attribute beneficial ownership to one another may hold more than 9.9% of the voting power of Till, regardless of whether any such person holds substantially more than 9.9% of the votes attaching to our issued and outstanding shares. However, if any one person, within the meaning of the IRC, owns in excess of 50% of the outstanding Till Shares, then the restriction on voting power will cease to apply. We are not able to predict what, if any, effect such an event may have on Till's operations.
Taxation & Government Incentives - Risk 3
Till could become subject to Canadian federal income tax that could have an adverse effect on our financial condition and/or results of operations, and on an investment in Till Shares.Till could become subject to Canadian federal income tax on its income or the income of RRL from all sources if Till and/or RRL were considered under Canadian law to be resident in Canada, or if either or both were considered to carry on a trade or business in Canada (as determined under Canadian law). Till intends to manage its business such that Canadian federal income tax would not apply to Till and/or RRL. However, there can be no assurance that the Canada Revenue Agency would agree with Till's and/or RRL's position. In such a case, Till and/or RRL could be subject to combined Canadian federal and provincial corporate tax on their income, and shareholder dividends paid by Till could be subject to, among others, Canadian withholding tax.
Taxation & Government Incentives - Risk 4
Changes to Bermuda tax policies could have an adverse effect on our financial position and/or results of operation.Under current Bermuda law, Till is not subject to tax on income, profits, withholding, capital gains, or capital transfers. Furthermore, under the Exempted Undertakings Tax Protection Act 1966 (as amended), Till obtained from the Minister of Finance of Bermuda, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain, or appreciation, or any tax in the nature of estate duty or inheritance tax, the imposition of any such tax will not be applicable to Till or our operations until March 2035.
Taxation & Government Incentives - Risk 5
Till, Holdings, or RRL may become subject to U.S. withholding and information reporting requirements under the Foreign Account Tax Compliance Act ("FATCA") provisions.As a general matter, FATCA was designed to require U.S. persons' direct and indirect ownership of certain non-U.S. accounts and non-U.S. entities to be reported to the IRS. FATCA generally imposes a 30% withholding tax regime with respect to (i) certain U.S. source income (including interest and dividends) and gross proceeds from any sale or other disposition after December 31, 2018, of property that can produce U.S. source interest or dividends ("withholdable payments") and (ii) "foreign pass-thru payments" made by foreign financial institutions ("FFIs"), or by non-financial foreign entities ("NFFEs"), after December 31, 2018 (or, if later, the date on which the final U.S. Treasury Regulations that define foreign pass-thru payments are published). Till, Holdings, and RRL intend to use reasonable efforts to avoid the imposition of a withholding tax under FATCA. There can be no certainty as to whether Till, Holdings, and/or RRL will be subject to the requirements imposed on FFIs or NFFEs under FATCA.
Production
Total Risks: 4/25 (16%)Above Sector Average
Employment / Personnel2 | 8.0%
Employment / Personnel - Risk 1
We may not be able to recruit the quality or quantity of full-time management necessary to make us successful.Employment / Personnel - Risk 2
We are reliant on key employees.Various aspects of our business will depend on the services and skills of key personnel, including our Chief Executive Officer, Chief Investment Officer, and other key management personnel of Holdings. There can be no assurance that we will be able to attract and retain key personnel.
Costs2 | 8.0%
Costs - Risk 1
The effect of emerging claim and coverage issues on our business is uncertain.Costs - Risk 2
Any suspension or revocation of RRL's or Omega's reinsurance/insurance license could materially affect our ability to do insurance and reinsurance business and to implement our business strategy.RRL is licensed as a reinsurer only in Bermuda and Omega is licensed as an insurance provider only in Canada. The suspension or revocation of RRL's or Omega's licenses to do business as a reinsurance or insurance company in either of their respective jurisdictions, for any reason, would mean that RRL or Omega would not be able to enter into any new reinsurance or insurance contracts until the license revocation or suspension ended or until RRL or Omega became licensed in other jurisdictions.
Macro & Political
Total Risks: 3/25 (12%)Above Sector Average
Natural and Human Disruptions1 | 4.0%
Natural and Human Disruptions - Risk 1
We could face unanticipated losses from acts of terror and the continued threat of terrorism, as well as increased political instability that could have a material adverse effect on our financial condition and results of operations.Capital Markets2 | 8.0%
Capital Markets - Risk 1
As a result of the loss of our foreign private issuer status, Till currently is required to comply with the Exchange Act's domestic reporting regime.Capital Markets - Risk 2
We are exposed to foreign currency risk.We are a multi-national company and have operations in Canada, Bermuda, and the United States. As a result, Till is exposed to foreign currency risk to the extent that exchange rates of foreign currencies are subject to adverse change over time. In particular, the U.S. dollar value of our foreign currency transaction settlements and the periodic conversion of the foreign-denominated earnings to U.S. dollars are each subject to foreign exchange rate movements. Consequently, the resulting impact of a movement in foreign currency exchange rates could materially and adversely affect our results of operations and/or financial condition.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
FAQ
What are “Risk Factors”?
Risk factors are any situations or occurrences that could make investing in a company risky.
The Securities and Exchange Commission (SEC) requires that publicly traded companies disclose their most significant risk factors. This is so that potential investors can consider any risks before they make an investment.
They also offer companies protection, as a company can use risk factors as liability protection. This could happen if a company underperforms and investors take legal action as a result.
It is worth noting that smaller companies, that is those with a public float of under $75 million on the last business day, do not have to include risk factors in their 10-K and 10-Q forms, although some may choose to do so.
How do companies disclose their risk factors?
Publicly traded companies initially disclose their risk factors to the SEC through their S-1 filings as part of the IPO process.
Additionally, companies must provide a complete list of risk factors in their Annual Reports (Form 10-K) or (Form 20-F) for “foreign private issuers”.
Quarterly Reports also include a section on risk factors (Form 10-Q) where companies are only required to update any changes since the previous report.
According to the SEC, risk factors should be reported concisely, logically and in “plain English” so investors can understand them.
How can I use TipRanks risk factors in my stock research?
Use the Risk Factors tab to get data about the risk factors of any company in which you are considering investing.
You can easily see the most significant risks a company is facing. Additionally, you can find out which risk factors a company has added, removed or adjusted since its previous disclosure. You can also see how a company’s risk factors compare to others in its sector.
Without reading company reports or participating in conference calls, you would most likely not have access to this sort of information, which is usually not included in press releases or other public announcements.
A simplified analysis of risk factors is unique to TipRanks.
What are all the risk factor categories?
TipRanks has identified 6 major categories of risk factors and a number of subcategories for each. You can see how these categories are broken down in the list below.
1. Financial & Corporate
- Accounting & Financial Operations - risks related to accounting loss, value of intangible assets, financial statements, value of intangible assets, financial reporting, estimates, guidance, company profitability, dividends, fluctuating results.
- Share Price & Shareholder Rights – risks related to things that impact share prices and the rights of shareholders, including analyst ratings, major shareholder activity, trade volatility, liquidity of shares, anti-takeover provisions, international listing, dual listing.
- Debt & Financing – risks related to debt, funding, financing and interest rates, financial investments.
- Corporate Activity and Growth – risks related to restructuring, M&As, joint ventures, execution of corporate strategy, strategic alliances.
2. Legal & Regulatory
- Litigation and Legal Liabilities – risks related to litigation/ lawsuits against the company.
- Regulation – risks related to compliance, GDPR, and new legislation.
- Environmental / Social – risks related to environmental regulation and to data privacy.
- Taxation & Government Incentives – risks related to taxation and changes in government incentives.
3. Production
- Costs – risks related to costs of production including commodity prices, future contracts, inventory.
- Supply Chain – risks related to the company’s suppliers.
- Manufacturing – risks related to the company’s manufacturing process including product quality and product recalls.
- Human Capital – risks related to recruitment, training and retention of key employees, employee relationships & unions labor disputes, pension, and post retirement benefits, medical, health and welfare benefits, employee misconduct, employee litigation.
4. Technology & Innovation
- Innovation / R&D – risks related to innovation and new product development.
- Technology – risks related to the company’s reliance on technology.
- Cyber Security – risks related to securing the company’s digital assets and from cyber attacks.
- Trade Secrets & Patents – risks related to the company’s ability to protect its intellectual property and to infringement claims against the company as well as piracy and unlicensed copying.
5. Ability to Sell
- Demand – risks related to the demand of the company’s goods and services including seasonality, reliance on key customers.
- Competition – risks related to the company’s competition including substitutes.
- Sales & Marketing – risks related to sales, marketing, and distribution channels, pricing, and market penetration.
- Brand & Reputation – risks related to the company’s brand and reputation.
6. Macro & Political
- Economy & Political Environment – risks related to changes in economic and political conditions.
- Natural and Human Disruptions – risks related to catastrophes, floods, storms, terror, earthquakes, coronavirus pandemic/COVID-19.
- International Operations – risks related to the global nature of the company.
- Capital Markets – risks related to exchange rates and trade, cryptocurrency.