KINGSTONE COMPANIES, INC. - Quarter Report: 2016 September (Form 10-Q)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
(Mark one)
|
|
|
☑
|
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
For
the quarterly period ended September 30, 2016
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 0-1665
KINGSTONE COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
|
|
|
Delaware
(State
or other jurisdiction of
incorporation or
organization)
|
|
36-2476480
(I.R.S.
Employer
Identification
Number)
|
15
Joys Lane
Kingston,
NY 12401
(Address
of principal executive offices)
(845) 802-7900
(Registrant’s
telephone number, including area code)
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 ☑ 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 ☑ No ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated
filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
|
|
|
|
|
|
|
Large accelerated
filer ☐
|
|
Accelerated
filer☐
|
|
Non-accelerated
filer ☐
(Do not check if a
smaller reporting company)
|
|
Smaller reporting
company ☑
|
Indicate by check
mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
As of November 10,
2016 there were 7,913,366 shares of the registrant’s common
stock outstanding.
KINGSTONE COMPANIES, INC.
INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PAGE
|
||
|
|
|
|
|
|
|
|
|
PART
I — FINANCIAL INFORMATION
|
|
|
2
|
|
||||
|
|
Item 1
—
|
|
Financial
Statements
|
|
|
2
|
|
|
|
|
|
Condensed
Consolidated Balance Sheets at September 30, 2016 (Unaudited) and
December 31, 2015
|
|
|
2
|
|
|
|
|
|
Condensed
Consolidated Statements of Income and Comprehensive Income for the
three months and nine months ended September 30, 2016 (Unaudited)
and 2015 (Unaudited)
|
|
|
3
|
|
|
|
|
|
Condensed
Consolidated Statement of Stockholders’ Equity for the nine
months ended September 30, 2016 (Unaudited)
|
|
|
4
|
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows for the nine months ended
September 30, 2016 (Unaudited) and 2015 (Unaudited)
|
|
|
5
|
|
|
|
|
|
Notes to Condensed
Consolidated Financial
Statements (Unaudited)
|
|
|
6
|
|
|
|
Item 2
—
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
|
|
34
|
|
|
|
Item 3
—
|
|
Quantitative
and Qualitative Disclosures About Market Risk
|
|
|
72
|
|
|
|
Item 4
—
|
|
Controls and
Procedures
|
|
|
72
|
|
|
|
|
|
|
|
|
|
|
PART
II — OTHER INFORMATION
|
|
|
73
|
|
||||
|
|
Item 1
—
|
|
Legal
Proceedings
|
|
|
73
|
|
|
|
Item 1A
—
|
|
Risk
Factors
|
|
|
73
|
|
|
|
Item 2
—
|
|
Unregistered Sales
of Equity Securities and Use of Proceeds
|
|
|
73
|
|
|
|
Item 3
—
|
|
Defaults Upon
Senior Securities
|
|
|
73
|
|
|
|
Item 4
—
|
|
Mine Safety
Disclosures
|
|
|
73
|
|
|
|
Item 5
—
|
|
Other
Information
|
|
|
73
|
|
|
|
Item 6
—
|
|
Exhibits
|
|
|
73
|
|
Signatures
|
|
|
|
|
||||
EXHIBIT
3(a)
EXHIBIT
3(b)
EXHIBIT
31(a)
|
||||||||
EXHIBIT
31(b)
|
||||||||
EXHIBIT
32
|
||||||||
1 EXHIBIT 101.INS
XBRL Instance Document
1 EXHIBIT 101.SCH
XBRL Taxonomy Extension Schema
1 EXHIBIT 101.CAL
XBRL Taxonomy Extension Calculation Linkbase
1 EXHIBIT 101.DEF
XBRL Taxonomy Extension Definition Linkbase
1 EXHIBIT 101.LAB
XBRL Taxonomy Extension Label Linkbase
EXHIBIT
101.PRE XBRL Taxonomy Extension Presentation Linkbase
|
Forward-Looking
Statements
This Quarterly
Report on Form 10-Q contains forward-looking statements as that
term is defined in the federal securities laws. The
events described in forward-looking statements contained in this
Quarterly Report may not occur. Generally, these
statements relate to business plans or strategies, projected or
anticipated benefits or other consequences of our plans or
strategies, projected or anticipated benefits from acquisitions to
be made by us, or projections involving anticipated revenues,
earnings or other aspects of our operating results. The
words "may," "will," "expect," "believe," "anticipate," "project,"
"plan," "intend," "estimate," and "continue," and their opposites
and similar expressions are intended to identify forward-looking
statements. We caution you that these statements are not
guarantees of future performance or events and are subject to a
number of uncertainties, risks and other influences, many of which
are beyond our control that may influence the accuracy of the
statements and the projections upon which the statements are
based. Factors which may affect our results include, but
are not limited to, the risks and uncertainties discussed in Item 7
of our Annual Report on Form 10-K for the year ended December 31,
2015 under “Factors That May Affect Future Results and
Financial Condition.”
Any one or more of
these uncertainties, risks and other influences could materially
affect our results of operations and whether forward-looking
statements made by us ultimately prove to be
accurate. Our actual results, performance and
achievements could differ materially from those expressed or
implied in these forward-looking statements. We
undertake no obligation to publicly update or revise any
forward-looking statements, whether from new information, future
events or otherwise.
1
PART
I. FINANCIAL
INFORMATION
Item
1. Financial
Statements.
KINGSTONE COMPANIES,
INC. AND SUBSIDIARIES
|
||
|
||
Condensed Consolidated Balance Sheets
|
|
|
|
September 30,
|
December 31,
|
|
2016
|
2015
|
|
(unaudited)
|
|
Assets
|
|
|
Fixed-maturity
securities, held-to-maturity, at amortized cost (fair value
of
|
|
|
$5,482,735
at September 30, 2016 and $5,241,095 at December 31,
2015)
|
$5,094,455
|
$5,138,872
|
Fixed-maturity
securities, available-for-sale, at fair value (amortized cost
of
|
|
|
$78,917,448
at September 30, 2016 and $62,221,129 at December 31,
2015)
|
81,078,953
|
62,502,064
|
Equity
securities, available-for-sale, at fair value (cost of
$9,978,137
|
|
|
at
September 30, 2016 and $8,751,537 at December 31,
2015)
|
10,363,702
|
9,204,270
|
Total
investments
|
96,537,110
|
76,845,206
|
Cash
and cash equivalents
|
12,430,687
|
13,551,372
|
Premiums
receivable, net
|
11,516,429
|
10,621,655
|
Reinsurance
receivables, net
|
31,212,976
|
31,270,235
|
Deferred
policy acquisition costs
|
12,032,407
|
10,835,306
|
Intangible
assets, net
|
1,435,000
|
1,757,816
|
Property
and equipment, net
|
3,161,227
|
3,152,266
|
Other
assets
|
1,153,951
|
1,095,894
|
Total
assets
|
$169,479,787
|
$149,129,750
|
|
|
|
Liabilities
|
|
|
Loss
and loss adjustment expense reserves
|
$39,802,323
|
$39,876,500
|
Unearned
premiums
|
53,763,848
|
48,890,241
|
Advance
premiums
|
2,046,281
|
1,199,376
|
Reinsurance
balances payable
|
3,996,426
|
1,688,922
|
Deferred
ceding commission revenue
|
6,652,854
|
6,435,068
|
Accounts
payable, accrued expenses and other liabilities
|
4,893,246
|
4,826,603
|
Income
taxes payable
|
540,686
|
263,622
|
Deferred
income taxes
|
1,115,912
|
672,190
|
Total
liabilities
|
112,811,576
|
103,852,522
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
Stockholders' Equity
|
|
|
Preferred
stock, $.01 par value; authorized 2,500,000 shares
|
-
|
-
|
Common
stock, $.01 par value; authorized 20,000,000 shares; issued
8,887,344 shares
|
|
|
at
September 30, 2016 and 8,289,606 at December 31, 2015;
outstanding
|
|
|
7,912,875
shares at September 30, 2016 and 7,328,637 shares at December 31,
2015
|
88,873
|
82,896
|
Capital
in excess of par
|
37,891,275
|
32,987,082
|
Accumulated
other comprehensive income
|
1,681,065
|
484,220
|
Retained
earnings
|
19,002,460
|
13,605,225
|
|
58,663,673
|
47,159,423
|
Treasury
stock, at cost, 974,469 shares at September 30, 2016 and 960,969
shares
|
|
|
at
December 31, 2015
|
(1,995,462)
|
(1,882,195)
|
Total stockholders' equity
|
56,668,211
|
45,277,228
|
|
|
|
Total liabilities and stockholders' equity
|
$169,479,787
|
$149,129,750
|
See accompanying notes to condensed consolidated financial
statements.
2
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
|
||||
|
|
|
|
|
Condensed Consolidated Statements of Income and Comprehensive
Income (Unaudited)
|
||||
|
For the Three Months Ended
|
For the Nine Months Ended
|
||
|
September 30,
|
September 30,
|
||
|
2016
|
2015
|
2016
|
2015
|
|
|
|
|
|
Revenues
|
|
|
|
|
Net
premiums earned
|
$15,646,181
|
$13,129,604
|
$45,188,731
|
$34,381,118
|
Ceding
commission revenue
|
2,934,928
|
2,643,531
|
8,274,290
|
9,388,457
|
Net
investment income
|
709,072
|
649,441
|
2,286,199
|
1,850,069
|
Net
realized gains (losses) on investments
|
241,035
|
(40,487)
|
604,903
|
(105,718)
|
Other
income
|
297,181
|
275,280
|
831,036
|
1,299,511
|
Total
revenues
|
19,828,397
|
16,657,369
|
57,185,159
|
46,813,437
|
|
|
|
|
|
Expenses
|
|
|
|
|
Loss
and loss adjustment expenses
|
5,134,854
|
5,050,194
|
20,405,545
|
16,884,224
|
Commission
expense
|
4,603,755
|
4,021,383
|
13,400,029
|
11,033,874
|
Other
underwriting expenses
|
4,039,209
|
3,389,024
|
10,981,784
|
9,349,842
|
Other
operating expenses
|
530,261
|
468,352
|
1,292,196
|
1,174,693
|
Depreciation
and amortization
|
262,387
|
267,424
|
835,388
|
749,658
|
Total
expenses
|
14,570,466
|
13,196,377
|
46,914,942
|
39,192,291
|
|
|
|
|
|
Income
from operations before taxes
|
5,257,931
|
3,460,992
|
10,270,217
|
7,621,146
|
Income
tax expense
|
1,797,305
|
1,115,338
|
3,426,298
|
2,513,811
|
Net income
|
3,460,626
|
2,345,654
|
6,843,919
|
5,107,335
|
|
|
|
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
Gross
change in unrealized gains (losses)
|
|
|
|
|
on
available-for-sale-securities
|
60,391
|
(92,097)
|
2,418,305
|
(699,619)
|
|
|
|
|
|
Reclassification
adjustment for (gains) losses
|
|
|
|
|
included
in net income
|
(241,035)
|
40,487
|
(604,903)
|
105,718
|
Net
change in unrealized gains (losses)
|
(180,644)
|
(51,610)
|
1,813,402
|
(593,901)
|
Income
tax (expense) benefit related to items
|
|
|
|
|
of
other comprehensive income (loss)
|
61,419
|
17,547
|
(616,557)
|
201,926
|
Other comprehensive income (loss), net of tax
|
(119,225)
|
(34,063)
|
1,196,845
|
(391,975)
|
|
|
|
|
|
Comprehensive income
|
$3,341,401
|
$2,311,591
|
$8,040,764
|
$4,715,360
|
|
|
|
|
|
Earnings per common share:
|
|
|
|
|
Basic
|
$0.44
|
$0.32
|
$0.89
|
$0.70
|
Diluted
|
$0.43
|
$0.32
|
$0.89
|
$0.69
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
Basic
|
7,911,353
|
7,334,269
|
7,676,887
|
7,330,178
|
Diluted
|
7,972,925
|
7,381,626
|
7,729,712
|
7,367,714
|
|
|
|
|
|
Dividends declared and paid per common share
|
$0.0625
|
$0.0500
|
$0.1875
|
$0.1500
|
See accompanying notes to condensed consolidated financial
statements.
3
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)
|
||||||||||
Nine months ended September 30, 2016
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Capital
|
Other
|
|
Treasury
|
|
|
|
Preferred
Stock
|
Common
Stock
|
in
Excess
|
Comprehensive
|
Retained
|
Stock
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
of
Par
|
Income
|
Earnings
|
Shares
|
Amount
|
Total
|
Balance,
January 1, 2016
|
-
|
$-
|
8,289,606
|
$82,896
|
$32,987,082
|
$484,220
|
$13,605,225
|
960,969
|
$(1,882,195)
|
$45,277,228
|
Proceeds from
private placement, net of
|
|
|
|
|
|
|
|
|
|
|
closing costs
of $192,369
|
-
|
-
|
595,238
|
5,952
|
4,801,679
|
-
|
-
|
-
|
-
|
4,807,631
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
89,814
|
-
|
-
|
-
|
-
|
89,814
|
Exercise of
stock options
|
-
|
-
|
2,500
|
25
|
12,700
|
-
|
-
|
-
|
-
|
12,725
|
Acquisition of
treasury stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
13,500
|
(113,267)
|
(113,267)
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,446,684)
|
-
|
-
|
(1,446,684)
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
6,843,919
|
-
|
-
|
6,843,919
|
Change in
unrealized gains on available-
|
|
|
|
|
|
|
|
|
|
|
for-sale
securities, net of tax
|
-
|
-
|
-
|
-
|
-
|
1,196,845
|
-
|
-
|
-
|
1,196,845
|
Balance,
September 30, 2016
|
-
|
$-
|
8,887,344
|
$88,873
|
$37,891,275
|
$1,681,065
|
$19,002,460
|
974,469
|
$(1,995,462)
|
$56,668,211
|
See accompanying notes to condensed consolidated financial
statements.
4
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
|
||
|
|
|
Condensed Consolidated Statements of Cash Flows (Unaudited)
|
||
Nine months ended September 30,
|
2016
|
2015
|
|
|
|
Cash flows from operating
activities:
|
|
|
Net
income
|
$6,843,919
|
$5,107,335
|
Adjustments to reconcile net income to net cash flows provided by
operating activities:
|
|
|
Net
realized (gains) losses on investments
|
(604,903)
|
105,718
|
Depreciation
and amortization
|
835,388
|
749,658
|
Amortization
of bond premium, net
|
310,838
|
257,996
|
Stock-based
compensation
|
89,814
|
129,546
|
Excess
tax benefit from exercise of stock options
|
-
|
(223,976)
|
Deferred
income tax expense
|
(172,835)
|
(279,793)
|
(Increase)
decrease in operating assets:
|
|
|
Premiums
receivable, net
|
(894,774)
|
(1,885,547)
|
Receivables
- reinsurance contracts
|
-
|
(983,807)
|
Reinsurance
receivables, net
|
57,259
|
4,403,717
|
Deferred
policy acquisition costs
|
(1,197,101)
|
(1,470,726)
|
Other
assets
|
(308,505)
|
(16,634)
|
Increase
(decrease) in operating liabilities:
|
|
|
Loss
and loss adjustment expense reserves
|
(74,177)
|
(1,013,191)
|
Unearned
premiums
|
4,873,607
|
6,983,289
|
Advance
premiums
|
846,905
|
549,204
|
Reinsurance
balances payable
|
2,307,504
|
(754,150)
|
Deferred
ceding commission revenue
|
217,786
|
113,367
|
Accounts
payable, accrued expenses and other liabilities
|
343,707
|
952,160
|
Net cash flows provided by operating activities
|
13,474,432
|
12,724,166
|
|
|
|
Cash flows from investing
activities:
|
|
|
Purchase
- fixed-maturity securities available-for-sale
|
(33,295,669)
|
(13,187,405)
|
Purchase
- equity securities available-for-sale
|
(6,728,540)
|
(3,552,291)
|
Sale
or maturity - fixed-maturity securities
available-for-sale
|
16,374,028
|
1,680,633
|
Sale
- equity securities available-for-sale
|
6,065,744
|
1,642,971
|
Acquisition
of fixed assets
|
(521,533)
|
(1,166,834)
|
Other
investing activities
|
250,448
|
6,203
|
Net cash flows used in
investing activities
|
(17,855,522)
|
(14,576,723)
|
|
|
|
Cash flows from financing
activities:
|
|
|
Net
proceeds from issuance of common stock
|
4,807,631
|
-
|
Proceeds
from exercise of stock options
|
12,725
|
-
|
Withholding
taxes paid on net exercise of stock options
|
-
|
(243,662)
|
Excess
tax benefit from exercise of stock options
|
-
|
223,976
|
Purchase
of treasury stock
|
(113,267)
|
(204,060)
|
Dividends
paid
|
(1,446,684)
|
(1,098,946)
|
Net cash flows provided
by (used in) financing activities
|
3,260,405
|
(1,322,692)
|
|
|
|
Decrease
in cash and cash equivalents
|
$(1,120,685)
|
$(3,175,249)
|
Cash
and cash equivalents, beginning of period
|
13,551,372
|
9,906,878
|
Cash and cash equivalents, end of period
|
$12,430,687
|
$6,731,629
|
|
|
|
Supplemental disclosures of cash flow
information:
|
|
|
Cash
paid for income taxes
|
$3,799,671
|
$1,457,000
|
|
|
|
Supplemental schedule of non-cash investing and financing
activities:
|
|
|
Value
of shares deducted from exercise of stock options for payment of
withholding taxes
|
$-
|
$243,662
|
See accompanying notes to condensed consolidated financial
statements.
5
KINGSTONE
COMPANIES, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
1 - Nature of Business and Basis of Presentation
Kingstone
Companies, Inc. (referred to herein as "Kingstone" or the
“Company”), through its wholly owned subsidiary,
Kingstone Insurance Company (“KICO”), underwrites
property and casualty insurance to small businesses and individuals
exclusively through independent agents and brokers. KICO is a
licensed insurance company in the States of New York, New Jersey,
Connecticut, Pennsylvania, Rhode Island and Texas; however, KICO
writes substantially all of its business in New
York. Through March 31, 2015, Kingstone, through its
wholly owned subsidiary, Payments Inc., a licensed premium finance
company in the State of New York, received fees for placing
contracts with a third party licensed premium finance company (see
Note 11 – Premium Finance Placement Fees).
The accompanying
unaudited condensed consolidated financial statements included in
this report have been prepared in accordance with accounting
principles generally accepted in the United States
(“GAAP”) for interim financial information and the
instructions to Securities and Exchange Commission
(“SEC”) Form 10-Q and Article 8-03 of SEC
Regulation S-X. The principles for condensed interim financial
information do not require the inclusion of all the information and
footnotes required by generally accepted accounting principles for
complete financial statements. Therefore, these condensed financial
statements should be read in conjunction with the consolidated
financial statements as of and for the year ended December 31,
2015 and notes thereto included in the Company’s Annual
Report on Form 10-K filed with the SEC on March 24, 2016. The
accompanying condensed consolidated financial statements have not
been audited by an independent registered public accounting firm in
accordance with standards of the Public Company Accounting
Oversight Board (United States) but, in the opinion of management,
such financial statements include all adjustments, consisting only
of normal recurring adjustments, necessary for a fair statement of
the Company’s financial position and results of operations.
The results of operations for the nine months ended September 30,
2016 may not be indicative of the results that may be expected for
the year ending December 31, 2016.
Note
2 – Accounting Policies
Use of Estimates
The preparation of
financial statements in conformity with GAAP requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements
and the reported amounts of revenues and expenses during the
reporting period. Such estimates and assumptions, which include the
reserves for losses and loss adjustment expenses, are subject to
considerable estimation error due to the inherent uncertainty in
projecting ultimate claim amounts that will be reported and settled
over a period of several years. In addition, estimates and
assumptions associated with receivables under reinsurance contracts
related to contingent ceding commission revenue require
considerable judgment by management. On an on-going basis,
management reevaluates its assumptions and the methods of
calculating its estimates. Actual results may differ significantly
from the estimates and assumptions used in preparing the
consolidated financial statements.
6
Principles of
Consolidation
The consolidated
financial statements consist of Kingstone and its wholly owned
subsidiaries; (1) KICO and its wholly owned subsidiaries, CMIC
Properties, Inc. (“Properties”) and 15 Joys Lane, LLC
(“15 Joys Lane”), which together own the land and
building from which KICO operates, and (2) Payments Inc. All
significant inter-company account balances and transactions have
been eliminated in consolidation.
Accounting
Pronouncements
In May 2014, the
Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 2014-09 –
Revenue from Contracts with Customers (Topic 606). The core
principle of the new guidance is that an entity should recognize
revenue to reflect the transfer of goods and services to customers
in an amount equal to the consideration the entity receives or
expects to receive. ASU 2014-09, as amended by ASU
2015-14, ASU 2016-08 and ASU 2016-10, is effective for annual
reporting periods beginning after December 15, 2017, including
interim periods within that reporting period. Early
adoption is permitted for annual reporting periods beginning after
December 15, 2016. The Company will apply the guidance
using a modified retrospective approach. The Company
does not expect these amendments to have a material effect on its
consolidated financial statements.
In May 2015, FASB
issued ASU 2015-09, Financial Services – Insurance (Topic
944): Disclosures About Short-Duration Contracts. The updated
accounting guidance requires expanded disclosures for insurance
entities that issue short-duration contracts. The expanded
disclosures are designed to provide additional insight into an
insurance entity’s ability to underwrite and anticipate costs
associated with insurance claims. The disclosures
include information about incurred and paid claims development by
accident year, on a net basis after reinsurance, for the number of
years claims incurred typically remain outstanding, not to exceed
ten years. Each period presented in the disclosure about
claims development that precedes the current reporting period is
considered required supplementary information. The expanded
disclosures also include information about significant changes in
methodologies and assumptions, a reconciliation of incurred and
paid claims development to the carrying amount of the liability for
unpaid claims and claim adjustment expenses, the total amount of
incurred but not reported liabilities plus expected development,
claims frequency information including the methodology used to
determine claim frequency and any changes to that methodology, and
claim duration. The guidance is effective for annual
periods beginning after December 15, 2015, and interim periods
beginning after December 15, 2016, and is to be applied
retrospectively. The new guidance affects disclosures
only and will have no impact on the Company’s results of
operations or financial position.
In January 2016,
FASB issued ASU 2016-01 – Financial Instruments –
Overall (Subtopic 825-10): Recognition and Measurement of Financial
Assets and Financial Liabilities.” The updated
accounting guidance requires changes to the reporting model for
financial instruments. The primary change for the
Company is expected to be the requirement for equity investments
(except those accounted for under the equity method of accounting
or those that result in consolidation of the investee) to be
measured at fair value with changes in fair value recognized in net
income. The updated guidance is effective for fiscal
years beginning after December 15, 2017, including interim periods
within those fiscal years. The Company is currently
evaluating the effect the updated guidance will have on its
consolidated financial statements.
In February 2016,
FASB issued ASU 2016-02 – Leases (Topic 842). Under this ASU,
lessees will recognize a right-of-use asset and corresponding
liability on the balance sheet for all leases, except for leases
covering a period of fewer than 12 months. The liability is to be
measured as the present value of the future minimum lease payments
taking into account renewal options if applicable plus initial
incremental direct costs such as commissions. The minimum payments
are discounted using the rate implicit in the lease or, if not
known, the lessee’s incremental borrowing
rate. The lessee’s income statement treatment for
leases will vary depending on the nature of what is being
leased. A financing type lease is present when, among
other matters, the asset is being leased for a substantial portion
of its economic life or has an end-of-term title transfer or a
bargain purchase option as in today’s
practice. The payment of the liability set up for such
leases will be apportioned between interest and principal; the
right-of use asset will be generally amortized on a straight-line
basis. If the lease does not qualify as a financing type
lease, it will be accounted for on the income statement as rent on
a straight-line basis. The guidance will be effective
for the Company for reporting periods beginning after December 15,
2018. The Company will apply the guidance using a
modified retrospective approach. Early application is
permitted. The Company is evaluating whether the
adoption of ASU 2016-02 will have a significant impact on its
consolidated results of operations, financial position or cash
flows.
7
In January 2016,
FASB issued ASU 2016-09 – Compensation - Stock Compensation
(Topic 718): Improvements to Employee Share-Based Payment
Accounting. The amendments are intended to improve the
accounting for employee share-based payments. These
amendments to current accounting guidance will require all income
tax effects of awards to be recognized in the income statement when
the awards vest or are settled rather than through additional paid
in capital in the equity section of the balance sheet. The
amendments also permit an employer to repurchase an
employee’s shares at the maximum statutory tax rate in the
employee’s applicable jurisdiction for tax withholding
purposes without triggering liability
accounting. Finally, the amendments permit entities to
make a one-time accounting policy election to account for
forfeitures as they occur. Specific adoption methods
depend on the issue being adopted and range from prospective to
retrospective adoption. The amendments are effective for
public companies for annual periods beginning after December 15,
2016, and interim periods within those annual
periods. Early adoption is permitted, however all
amendments must be adopted in the same period. The Company is
evaluating whether the adoption of ASU 2016-09 will have a
significant impact on its consolidated results of operations,
financial position or cash flows.
In June 2016, FASB
issued ASU 2016-13 - Financial Instruments - Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments. The
revised accounting guidance requires the measurement of all
expected credit losses for financial assets held at the reporting
date based on historical experience, current conditions, and
reasonable and supportable forecasts and requires enhanced
disclosures related to the significant estimates and judgments used
in estimating credit losses, as well as the credit quality and
underwriting standards of an organization’s portfolio. In
addition, ASU 2016-13 amends the accounting for credit losses of
available-for-sale debt securities and purchased financial assets
with credit deterioration. ASU 2016-13 will be effective on January
1, 2020. The Company is currently evaluating the effect the updated
guidance will have on its consolidated financial
statements.
In August 2016,
FASB issued ASU 2016-15 - Statement of Cash Flows (Topic 230):
Classification of Certain Cash Receipts and Cash Payments. The
revised ASU provides accounting guidance for eight specific cash
flow issues. FASB issued the standard to clarify areas where
GAAP has been either unclear or lacking in specific guidance. ASU
2016-15 will be effective for the Company for reporting periods
beginning after December 15, 2018. Early adoption is
permitted, including adoption in an interim period. The Company is
currently evaluating the effect the updated guidance will have on
its consolidated statement of cash flows.
The Company has
determined that all other recently issued accounting
pronouncements will not have a material impact on its consolidated
financial position, results of operations and cash flows, or do not
apply to its operations.
8
Note
3 - Investments
Available-for-Sale
Securities
The amortized cost
and fair value of investments in available-for-sale fixed-maturity
securities and equity securities as of September 30, 2016 and
December 31, 2015 are summarized as follows:
|
September 30, 2016
|
|||||
|
|
|
|
|
|
Net
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
|
Unrealized
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Gains/
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
(Losses)
|
|
|
|
|
|
|
|
Fixed-Maturity Securities:
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
$8,094,036
|
$465,453
|
$(4,564)
|
$-
|
$8,554,925
|
$460,889
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
51,884,984
|
1,613,713
|
(45,063)
|
(47,332)
|
53,406,302
|
1,521,318
|
|
|
|
|
|
|
|
Residential
mortgage backed
|
|
|
|
|
|
|
securities
|
18,938,428
|
243,487
|
(54,967)
|
(9,222)
|
19,117,726
|
179,298
|
Total
fixed-maturity securities
|
78,917,448
|
2,322,653
|
(104,594)
|
(56,554)
|
81,078,953
|
2,161,505
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
Preferred
stocks
|
6,107,947
|
90,696
|
(35,823)
|
(56,071)
|
6,106,749
|
(1,198)
|
Common
stocks
|
3,870,190
|
500,681
|
(113,918)
|
-
|
4,256,953
|
386,763
|
Total
equity securities
|
9,978,137
|
591,377
|
(149,741)
|
(56,071)
|
10,363,702
|
385,565
|
|
|
|
|
|
|
|
Total
|
$88,895,585
|
$2,914,030
|
$(254,335)
|
$(112,625)
|
$91,442,655
|
$2,547,070
|
9
|
December 31, 2015
|
|||||
|
|
|
|
|
|
Net
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
|
Unrealized
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Gains/
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
(Losses)
|
|
|
|
|
|
|
|
Fixed-Maturity Securities:
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
$12,139,793
|
$431,194
|
$(15,889)
|
$-
|
$12,555,098
|
$415,305
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
45,078,044
|
490,444
|
(512,427)
|
(99,593)
|
44,956,468
|
(121,576)
|
|
|
|
|
|
|
|
Residential
mortgage backed
|
|
|
|
|
|
|
securities
|
5,003,292
|
48,375
|
(61,169)
|
-
|
4,990,498
|
(12,794)
|
Total
fixed-maturity securities
|
62,221,129
|
970,013
|
(589,485)
|
(99,593)
|
62,502,064
|
280,935
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
Preferred
stocks
|
2,874,173
|
70,799
|
-
|
(29,322)
|
2,915,650
|
41,477
|
Common
stocks
|
5,877,364
|
514,977
|
(103,721)
|
-
|
6,288,620
|
411,256
|
Total
equity securities
|
8,751,537
|
585,776
|
(103,721)
|
(29,322)
|
9,204,270
|
452,733
|
|
|
|
|
|
|
|
Total
|
$70,972,666
|
$1,555,789
|
$(693,206)
|
$(128,915)
|
$71,706,334
|
$733,668
|
A summary of the
amortized cost and fair value of the Company’s investments in
available-for-sale fixed-maturity securities by contractual
maturity as of September 30, 2016 and December 31, 2015 is shown
below:
|
September 30, 2016
|
December 31, 2015
|
||
|
Amortized
|
|
Amortized
|
|
Remaining Time to
Maturity
|
Cost
|
Fair Value
|
Cost
|
Fair Value
|
|
|
|
|
|
Less
than one year
|
$1,553,198
|
$1,574,389
|
$827,246
|
$837,918
|
One
to five years
|
27,294,171
|
28,183,978
|
17,146,349
|
17,393,571
|
Five
to ten years
|
30,249,462
|
31,282,681
|
37,877,726
|
37,884,450
|
More
than 10 years
|
882,189
|
920,179
|
1,366,516
|
1,395,627
|
Residential
mortgage backed securities
|
18,938,428
|
19,117,726
|
5,003,292
|
4,990,498
|
Total
|
$78,917,448
|
$81,078,953
|
$62,221,129
|
$62,502,064
|
The actual
maturities may differ from contractual maturities because certain
borrowers have the right to call or prepay obligations with or
without penalties.
10
Held-to-Maturity
Securities
The amortized cost
and fair value of investments in held-to-maturity fixed-maturity
securities as of September 30, 2016 and December 31, 2015 are
summarized as follows:
|
September 30, 2016
|
|||||
|
|
|
|
|
|
Net
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
|
Unrealized
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Gains/
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
(Losses)
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$606,417
|
$147,622
|
$-
|
$-
|
$754,039
|
$147,622
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
1,349,988
|
101,599
|
-
|
-
|
1,451,587
|
101,599
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
3,138,050
|
170,747
|
-
|
(31,688)
|
3,277,109
|
139,059
|
|
|
|
|
|
|
|
Total
|
$5,094,455
|
$419,968
|
$-
|
$(31,688)
|
$5,482,735
|
$388,280
|
|
December 31, 2015
|
|||||
|
|
|
|
|
|
Net
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
|
Unrealized
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Gains/
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
(Losses)
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$606,389
|
$147,650
|
$-
|
$-
|
$754,039
|
$147,650
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
1,417,679
|
70,284
|
-
|
(54,189)
|
1,433,774
|
16,095
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
3,114,804
|
82,265
|
(17,980)
|
(125,807)
|
3,053,282
|
(61,522)
|
|
|
|
|
|
|
|
Total
|
$5,138,872
|
$300,199
|
$(17,980)
|
$(179,996)
|
$5,241,095
|
$102,223
|
Held-to-maturity
U.S. Treasury securities are held in trust pursuant to the New York
State Department of Financial Services’ minimum funds
requirement.
11
A summary of the
amortized cost and fair value of the Company’s investments in
held-to-maturity securities by contractual maturity as of September
30, 2016 and December 31, 2015 is shown below:
|
September 30, 2016
|
December 31, 2015
|
||
|
Amortized
|
|
Amortized
|
|
Remaining Time to
Maturity
|
Cost
|
Fair Value
|
Cost
|
Fair Value
|
|
|
|
|
|
Less
than one year
|
$-
|
$-
|
$-
|
$-
|
One
to five years
|
650,000
|
658,165
|
500,000
|
496,245
|
Five
to ten years
|
3,838,038
|
4,070,530
|
4,032,483
|
3,990,811
|
More
than 10 years
|
606,417
|
754,040
|
606,389
|
754,039
|
Total
|
$5,094,455
|
$5,482,735
|
$5,138,872
|
$5,241,095
|
Investment Income
Major categories of
the Company’s net investment income are summarized as
follows:
|
Three months ended
|
Nine months ended
|
||
|
September 30,
|
September 30,
|
||
|
2016
|
2015
|
2016
|
2015
|
Income:
|
|
|
|
|
Fixed-maturity
securities
|
$602,337
|
$595,529
|
$1,952,589
|
$1,671,821
|
Equity
securities
|
135,809
|
125,379
|
416,412
|
378,084
|
Cash
and cash equivalents
|
5,674
|
250
|
14,852
|
465
|
Total
|
743,820
|
721,158
|
2,383,853
|
2,050,370
|
Expenses:
|
|
|
|
|
Investment
expenses
|
34,748
|
71,717
|
97,654
|
200,301
|
Net
investment income
|
$709,072
|
$649,441
|
$2,286,199
|
$1,850,069
|
Proceeds from the
sale and maturity of fixed-maturity securities available-for-sale
were $16,374,028 and $1,680,633 for the nine months ended September
30, 2016 and 2015, respectively.
Proceeds from the
sale of equity securities available-for-sale were $6,065,744 and
$1,642,971 for the nine months ended September 30, 2016 and 2015,
respectively.
12
The Company’s
net realized gains (losses) on investments are summarized as
follows:
|
Three months ended
|
Nine months ended
|
||
|
September 30,
|
September 30,
|
||
|
2016
|
2015
|
2016
|
2015
|
|
|
|
|
|
Fixed-maturity securities:
|
|
|
|
|
Gross
realized gains
|
$21,173
|
$20
|
$333,066
|
$20
|
Gross
realized losses
|
(51,085)
|
(25,886)
|
(222,056)
|
(112,097)
|
|
(29,912)
|
(25,866)
|
111,010
|
(112,077)
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
Gross
realized gains
|
270,947
|
12,549
|
586,564
|
48,970
|
Gross
realized losses
|
-
|
(27,170)
|
(22,760)
|
(42,611)
|
|
270,947
|
(14,621)
|
563,804
|
6,359
|
|
|
|
|
|
Other-than-temporary impairment losses:
|
|
|
|
|
Fixed-maturity
securities
|
-
|
-
|
(69,911)
|
-
|
|
-
|
-
|
(69,911)
|
-
|
|
|
|
|
|
Net
realized gains (losses)
|
$241,035
|
$(40,487)
|
$604,903
|
$(105,718)
|
Impairment Review
Impairment of
investment securities results in a charge to operations when a
market decline below cost is deemed to be other-than-temporary. The
Company regularly reviews its fixed-maturity securities and equity
securities portfolios to evaluate the necessity of recording
impairment losses for other-than-temporary declines in the fair
value of investments. In evaluating potential impairment, GAAP
specifies (i) if the Company does not have the intent to sell a
debt security prior to recovery and (ii) it is more likely than not
that it will not have to sell the debt security prior to recovery,
the security would not be considered other-than-temporarily
impaired unless there is a credit loss. When the Company does
not intend to sell the security and it is more likely than not that
the Company will not have to sell the security before recovery of
its cost basis, it will recognize the credit component of an
other-than-temporary impairment (“OTTI”) of a debt
security in earnings and the remaining portion in other
comprehensive income. The credit loss component recognized in
earnings is identified as the amount of principal cash flows not
expected to be received over the remaining term of the security as
projected based on cash flow projections. For
held-to-maturity debt securities, the amount of OTTI recorded in
other comprehensive income for the noncredit portion of a previous
OTTI is amortized prospectively over the remaining life of the
security on the basis of timing of future estimated cash flows of
the security.
OTTI losses are
recorded in the condensed consolidated statements of income and
comprehensive income as net realized losses on investments and
result in a permanent reduction of the cost basis of the underlying
investment. The determination of OTTI is a subjective process and
different judgments and assumptions could affect the timing of loss
realization. At September 30, 2016 and December 31, 2015, there
were 37 and 57 securities, respectively, that accounted for the
gross unrealized loss. As of September 30, 2016 the Company’s
held-to-maturity debt securities included an investment in one bond
issued by the Commonwealth of Puerto Rico (“PR”). In
July 2016, PR defaulted on its interest payment to bondholders. Due
to the credit deterioration of PR, the Company recorded a credit
loss component of OTTI on this investment as of June 30, 2016. For
the nine months ended September 30, 2016, the full amount of the
write-down was recognized as a credit component of OTTI in the
amount of $69,911 and is included as a reduction to net realized
gains in the condensed consolidated statements of income and
comprehensive income. The Company determined that none of the other
unrealized losses were deemed to be OTTI for its portfolio of
fixed-maturity investments and equity securities for the nine
months ended September 30, 2016 and 2015. Significant factors
influencing the Company’s determination that unrealized
losses were temporary included the magnitude of the unrealized
losses in relation to each security’s cost, the nature of the
investment and management’s intent and ability to retain the
investment for a period of time sufficient to allow for an
anticipated recovery of fair value to the Company’s cost
basis.
13
The Company held
securities with unrealized losses representing declines that were
considered temporary at September 30, 2016 and December 31, 2015 as
follows:
|
September 30, 2016
|
|||||||
|
Less than 12 months
|
12 months or more
|
Total
|
|||||
|
|
|
No. of
|
|
|
No. of
|
Aggregate
|
|
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Category
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
|
|
|
|
|
|
|
|
|
Fixed-Maturity Securities:
|
|
|
|
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
|
|
|
|
States,
Territories and
|
|
|
|
|
|
|
|
|
Possessions
|
$330,141
|
$(4,564)
|
1
|
$-
|
$-
|
-
|
$330,141
|
$(4,564)
|
|
|
|
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
|
|
|
|
miscellaneous
|
7,829,356
|
(45,063)
|
13
|
716,422
|
(47,332)
|
2
|
8,545,778
|
(92,395)
|
|
|
|
|
|
|
|
|
|
Residential
mortgage
|
|
|
|
|
|
|
|
|
backed
securities
|
2,444,402
|
(54,967)
|
13
|
396,682
|
(9,222)
|
2
|
2,841,084
|
(64,189)
|
|
|
|
|
|
|
|
|
|
Total
fixed-maturity
|
|
|
|
|
|
|
|
|
securities
|
$10,603,899
|
$(104,594)
|
27
|
$1,113,104
|
$(56,554)
|
4
|
$11,717,003
|
$(161,148)
|
|
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
Preferred
stocks
|
$1,797,900
|
$(35,823)
|
4
|
$675,250
|
$(56,071)
|
1
|
$2,473,150
|
$(91,894)
|
Common
stocks
|
603,500
|
(113,918)
|
1
|
-
|
-
|
-
|
603,500
|
(113,918)
|
|
|
|
|
|
|
|
|
|
Total
equity securities
|
$2,401,400
|
$(149,741)
|
5
|
$675,250
|
$(56,071)
|
1
|
$3,076,650
|
$(205,812)
|
|
|
|
|
|
|
|
|
|
Total
|
$13,005,299
|
$(254,335)
|
32
|
$1,788,354
|
$(112,625)
|
5
|
$14,793,653
|
$(366,960)
|
14
|
December 31, 2015
|
|||||||
|
Less than 12 months
|
12 months or more
|
Total
|
|||||
|
|
|
No. of
|
|
|
No. of
|
Aggregate
|
|
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Category
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
|
|
|
|
|
|
|
|
|
Fixed-Maturity Securities:
|
|
|
|
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
|
|
|
|
States,
Territories and
|
|
|
|
|
|
|
|
|
Possessions
|
$1,432,005
|
$(15,889)
|
4
|
$-
|
$-
|
-
|
$1,432,005
|
$(15,889)
|
|
|
|
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
|
|
|
|
miscellaneous
|
18,424,609
|
(512,427)
|
32
|
636,093
|
(99,593)
|
2
|
19,060,702
|
(612,020)
|
|
|
|
|
|
|
|
|
|
Residential
mortgage
|
|
|
|
|
|
|
|
|
backed
securities
|
2,413,980
|
(61,169)
|
12
|
-
|
-
|
-
|
2,413,980
|
(61,169)
|
|
|
|
|
|
|
|
|
|
Total
fixed-maturity
|
|
|
|
|
|
|
|
|
securities
|
$22,270,594
|
$(589,485)
|
48
|
$636,093
|
$(99,593)
|
2
|
$22,906,687
|
$(689,078)
|
|
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
Preferred
stocks
|
$-
|
$-
|
-
|
$702,000
|
$(29,322)
|
1
|
$702,000
|
$(29,322)
|
Common
stocks
|
2,538,900
|
(103,721)
|
6
|
-
|
-
|
-
|
2,538,900
|
(103,721)
|
|
|
|
|
|
|
|
|
|
Total
equity securities
|
$2,538,900
|
$(103,721)
|
6
|
$702,000
|
$(29,322)
|
1
|
$3,240,900
|
$(133,043)
|
|
|
|
|
|
|
|
|
|
Total
|
$24,809,494
|
$(693,206)
|
54
|
$1,338,093
|
$(128,915)
|
3
|
$26,147,587
|
$(822,121)
|
15
Note
4 - Fair Value Measurements
Fair value is the
price that would be received upon sale of an asset or paid to
transfer a liability in an orderly transaction between market
participants at the measurement date. The valuation technique used
by the Company to fair value its financial instruments is the
market approach which uses prices and other relevant information
generated by market transactions involving identical or comparable
assets.
The fair value
hierarchy gives the highest priority to quoted prices in active
markets for identical assets or liabilities (Level 1) and
the lowest priority to unobservable inputs (Level 3). If the
inputs used to measure the assets or liabilities fall within
different levels of the hierarchy, the classification is based on
the lowest level input that is significant to the fair value
measurement of the asset or liability. Classification of assets and
liabilities within the hierarchy considers the markets in which the
assets and liabilities are traded, including during period of
market disruption, and the reliability and transparency of the
assumptions used to determine fair value. The hierarchy requires
the use of observable market data when available. The levels of the
hierarchy and those investments included in each are as
follows:
Level 1—Inputs to the
valuation methodology are quoted prices (unadjusted) for identical
assets or liabilities traded in active markets. Included are those
investments traded on an active exchange, such as the NASDAQ Global
Select Market, U.S. Treasury securities and obligations of
U.S. government agencies, together with corporate debt
securities that are generally investment grade.
Level 2—Inputs to the
valuation methodology include quoted prices for similar assets or
liabilities in active markets, quoted prices for identical or
similar assets or liabilities in markets that are not active,
inputs other than quoted prices that are observable for the asset
or liability and market-corroborated inputs. Municipal and
corporate bonds, and residential mortgage-backed securities, that
are traded in less active markets are classified as Level 2.
These securities are valued using market price quotations for
recently executed transactions.
Level 3—Inputs to the
valuation methodology are unobservable for the asset or liability
and are significant to the fair value measurement. Material
assumptions and factors considered in pricing investment securities
and other assets may include appraisals, projected cash flows,
market clearing activity or liquidity circumstances in the security
or similar securities that may have occurred since the prior
pricing period.
The availability of
observable inputs varies and is affected by a wide variety of
factors. When the valuation is based on models or inputs that are
less observable or unobservable in the market, the determination of
fair value requires significantly more judgment. The degree of
judgment exercised by management in determining fair value is
greatest for investments categorized as Level 3. For
investments in this category, the Company considers prices and
inputs that are current as of the measurement date. In periods of
market dislocation, as characterized by current market conditions,
the ability to observe prices and inputs may be reduced for many
instruments. This condition could cause a security to be
reclassified between levels.
16
The Company’s
investments are allocated among pricing input levels at September
30, 2016 and December 31, 2015 as follows:
|
September 30, 2016
|
|||
($ in
thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
|
|
|
Fixed-maturity securities available-for-sale
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
States,
Territories and
|
|
|
|
|
Possessions
|
$-
|
$8,554,925
|
$-
|
$8,554,925
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
miscellaneous
|
47,650,245
|
5,756,057
|
-
|
53,406,302
|
|
|
|
|
|
Residential
mortgage backed securities
|
-
|
19,117,726
|
-
|
19,117,726
|
Total
fixed maturities
|
47,650,245
|
33,428,708
|
-
|
81,078,953
|
Equity securities
|
10,363,702
|
-
|
-
|
10,363,702
|
Total
investments
|
$58,013,947
|
$33,428,708
|
$-
|
$91,442,655
|
|
December 31, 2015
|
|||
($ in
thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
|
|
|
Fixed-maturity securities available-for-sale
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
States,
Territories and
|
|
|
|
|
Possessions
|
$-
|
$12,555,098
|
$-
|
$12,555,098
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
miscellaneous
|
37,964,006
|
6,992,462
|
-
|
44,956,468
|
|
|
|
|
|
Residential
mortgage backed securities
|
-
|
4,990,498
|
-
|
4,990,498
|
Total
fixed maturities
|
37,964,006
|
24,538,058
|
-
|
62,502,064
|
Equity securities
|
9,204,270
|
-
|
-
|
9,204,270
|
Total
investments
|
$47,168,276
|
$24,538,058
|
$-
|
$71,706,334
|
Note
5 - Fair Value of Financial Instruments
The Company uses
the following methods and assumptions in estimating its fair value
disclosures for financial instruments:
Equity securities and fixed
income securities available-for-sale: Fair value is based on
quoted market prices from a recognized pricing
service.
Cash and cash
equivalents: The carrying values of cash and cash
equivalents approximate their fair values because of the short-term
nature of these instruments.
Premiums receivable and
reinsurance receivables: The carrying values
reported in the accompanying condensed consolidated balance sheets
for these financial instruments approximate their fair values due
to the short-term nature of the assets.
17
Real estate: The
fair value of the land and building included in property and
equipment, which is used in the Company’s operations,
approximates the carrying value. The fair value was based on an
appraisal prepared using the sales comparison approach and income
approach, and accordingly the real estate is a Level 3 asset under
the fair value hierarchy.
Reinsurance balances
payable: The carrying value reported in the
condensed consolidated balance sheets for these financial
instruments approximates fair value.
The estimated fair
values of the Company’s financial instruments as of September
30, 2016 and December 31, 2015 are as follows:
|
September 30, 2016
|
December 31, 2015
|
||
|
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
|
|
|
|
|
Fixed-maturity
securities held-to-maturity
|
$5,094,455
|
$5,482,735
|
$5,138,872
|
$5,241,095
|
Cash
and cash equivalents
|
$12,430,687
|
$12,430,687
|
$13,551,372
|
$13,551,372
|
Premiums
receivable
|
$11,516,429
|
$11,516,429
|
$10,621,655
|
$10,621,655
|
Reinsurance
receivables
|
$31,212,976
|
$31,212,976
|
$31,270,235
|
$31,270,235
|
Real
estate, net of accumulated depreciation
|
$1,669,262
|
$1,925,000
|
$1,710,897
|
$1,925,000
|
Reinsurance
balances payable
|
$3,996,426
|
$3,996,426
|
$1,688,922
|
$1,688,922
|
Note
6 – Property and Casualty Insurance Activity
Premiums Earned
Premiums written,
ceded and earned are as follows:
|
Direct
|
Assumed
|
Ceded
|
Net
|
|
|
|
|
|
Nine months ended September 30, 2016
|
|
|
|
|
Premiums
written
|
$76,375,159
|
$14,631
|
$(27,542,953)
|
$48,846,837
|
Change
in unearned premiums
|
(4,875,664)
|
2,058
|
1,215,500
|
(3,658,106)
|
Premiums
earned
|
$71,499,495
|
$16,689
|
$(26,327,453)
|
$45,188,731
|
|
|
|
|
|
Nine months ended September 30, 2015
|
|
|
|
|
Premiums
written
|
$67,225,990
|
$34,815
|
$(21,913,608)
|
$45,347,197
|
Change
in unearned premiums
|
(6,984,651)
|
1,362
|
(3,982,790)
|
(10,966,079)
|
Premiums
earned
|
$60,241,339
|
$36,177
|
$(25,896,398)
|
$34,381,118
|
|
|
|
|
|
Three months ended September 30, 2016
|
|
|
|
|
Premiums
written
|
$27,170,743
|
$(1,367)
|
$(9,937,096)
|
$17,232,280
|
Change
in unearned premiums
|
(2,302,119)
|
(1,479)
|
717,499
|
(1,586,099)
|
Premiums
earned
|
$24,868,624
|
$(2,846)
|
$(9,219,597)
|
$15,646,181
|
|
|
|
|
|
Three months ended September 30, 2015
|
|
|
|
|
Premiums
written
|
$24,570,496
|
$12,945
|
$(3,245,871)
|
$21,337,570
|
Change
in unearned premiums
|
(3,330,333)
|
(1,015)
|
(4,876,618)
|
(8,207,966)
|
Premiums
earned
|
$21,240,163
|
$11,930
|
$(8,122,489)
|
$13,129,604
|
18
Premium receipts in
advance of the policy effective date are recorded as advance
premiums. The balance of advance premiums as of
September 30, 2016 and December 31, 2015 was approximately
$2,046,000 and $1,199,000, respectively.
Loss and Loss Adjustment Expense
Reserves
The following table
provides a reconciliation of the beginning and ending balances for
unpaid losses and loss adjustment expense (“LAE”)
reserves:
|
Nine months ended
|
|
|
September 30,
|
|
|
2016
|
2015
|
|
|
|
Balance
at beginning of period
|
$39,876,500
|
$39,912,683
|
Less
reinsurance recoverables
|
(16,706,364)
|
(18,249,526)
|
Net
balance, beginning of period
|
23,170,136
|
21,663,157
|
|
|
|
Incurred
related to:
|
|
|
Current
year
|
20,572,367
|
17,353,585
|
Prior
years
|
(166,822)
|
(469,361)
|
Total
incurred
|
20,405,545
|
16,884,224
|
|
|
|
Paid
related to:
|
|
|
Current
year
|
11,855,911
|
9,083,229
|
Prior
years
|
7,359,828
|
6,843,425
|
Total
paid
|
19,215,739
|
15,926,654
|
|
|
|
Net
balance at end of period
|
24,359,942
|
22,620,727
|
Add
reinsurance recoverables
|
15,442,381
|
16,278,765
|
Balance
at end of period
|
$39,802,323
|
$38,899,492
|
Incurred losses and
LAE are net of reinsurance recoveries under reinsurance contracts
of $8,676,621 and $11,026,027 for the nine months ended September
30, 2016 and 2015, respectively.
Prior year incurred
loss and LAE development is based upon estimates by line of
business and accident year. Prior year loss and LAE development
incurred during the nine months ended September 30, 2016 and 2015
was $(166,822) favorable and $(469,361) favorable, respectively.
The Company’s management continually monitors claims activity
to assess the appropriateness of carried case and incurred but not
reported (“IBNR”) reserves, giving consideration to
Company and industry trends.
Due to the inherent
uncertainty associated with the reserving process, the ultimate
liability may differ, perhaps substantially, from the original
estimate. Such estimates are regularly reviewed and updated and any
resulting adjustments are included in the current year’s
results. Reserves are closely monitored and are recomputed
periodically using the most recent information on reported claims
and a variety of statistical techniques. On at least a monthly
basis, the Company reviews by line of business existing reserves,
new claims, changes to existing case reserves and paid losses with
respect to the current and prior years. Several methods are used,
varying by product line and accident year, in order to determine
the required IBNR reserves. These methods include the
following:
Paid Loss Development –
historical patterns of paid loss development are used to project
future paid loss emergence in order to estimate required
reserves.
19
Incurred Loss Development –
historical patterns of incurred loss development, reflecting both
paid losses and changes in case reserves, are used to project
future incurred loss emergence in order to estimate required
reserves.
Paid Bornhuetter-Ferguson
(“BF”) – an estimated loss ratio for a
particular accident year is determined, and is weighted against the
portion of the accident year claims that have been paid, based on
historical paid loss development patterns. The estimate
of required reserves assumes that the remaining unpaid portion of a
particular accident year will pay out at a rate consistent with the
estimated loss ratio for that year. This method can be
useful for situations where an unusually high or low amount of paid
losses exists at the early stages of the claims development
process.
Incurred Bornhuetter-Ferguson
(“BF”) - an estimated loss ratio for a
particular accident year is determined, and is weighted against the
portion of the accident year claims that have been reported, based
on historical incurred loss development patterns. The
estimate of required reserves assumes that the remaining unreported
portion of a particular accident year will pay out at a rate
consistent with the estimated loss ratio for that
year. This method can be useful for situations where an
unusually high or low amount of reported losses exists at the early
stages of the claims development process.
Management’s
best estimate of required reserves is generally based on an average
of the methods above, with appropriate weighting of the various
methods based on the line of business and accident year being
projected. In some cases, additional methods or historical data
from industry sources are employed to supplement the projections
derived from the methods listed above.
Two key assumptions
that materially affect the estimate of loss reserves are the loss
ratio estimate for the current accident year used in the BF methods
described above, and the loss development factor selections used in
the loss development methods described above. The loss ratio
estimates used in the BF methods are selected after reviewing
historical accident year loss ratios adjusted for rate changes,
trend, and mix of business.
The Company is not
aware of any claims trends that have emerged or that would cause
future adverse development that have not already been considered in
existing case reserves and in its current loss development
factors.
In New York State,
lawsuits for negligence are subject to certain limitations and must
be commenced within three years from the date of the accident or
are otherwise barred. Accordingly, the Company’s exposure to
unreported claims (‘pure’ IBNR) for accident dates of
September 30, 2013 and prior is limited although there remains the
possibility of adverse development on reported claims (‘case
development’ IBNR).
Commercial Auto Line of
Business
Effective October
1, 2014 the Company decided that it would no longer accept
applications for new commercial auto policies. The
action was taken following a series of underwriting and pricing
measures which were intended to improve the profitability of this
line of business. The actions taken did not yield the
hoped for results. In February 2015, the Company made the decision
that it would no longer offer renewals on its existing commercial
auto policies beginning with those that expired on or after May 1,
2015. The Company had -0- and 238 commercial auto policies in force
as of September 30, 2016 and 2015, respectively.
20
Reinsurance
The Company’s
quota share reinsurance treaties are on a July 1 through June 30
fiscal year basis; therefore, for year to date fiscal periods after
June 30, two separate treaties will be included in such
periods.
The Company’s
quota share reinsurance treaties in effect for the nine months
ended September 30, 2016 for its personal lines business, which
primarily consists of homeowners’ policies, were covered
under the July 1, 2015/June 30, 2016 treaty year (“2015/2016
Treaty”) and July 1, 2016/June 30, 2017 treaty year
(“2016/2017 Treaty”). The Company’s
quota share reinsurance treaties in effect for the nine months
ended September 30, 2015 were covered under the July 1, 2014/June
30, 2015 treaty year (“2014/2015 Treaty”) and the
2015/2016 Treaty.
The Company’s
personal lines quota share treaty that covered the July 1,
2013/June 30, 2014 treaty year was a two year treaty that expired
on June 30, 2015. Effective July 1, 2014, the Company exercised its
contractual option to reduce the ceding percentage in the personal
lines quota share treaty from 75% to 55%.
The Company’s
2014/2015 Treaty, 2015/2016 Treaty and 2016/2017 Treaty provide for
the following material terms:
21
|
Treaty Year
|
||
|
July 1, 2016
|
July 1, 2015
|
July 1, 2014
|
|
to
|
to
|
to
|
Line of Busines
|
June 30, 2017
|
June 30, 2016
|
June 30, 2015
|
|
|
|
|
Personal Lines:
|
|
|
|
Homeowners,
dwelling fire and canine legal liability
|
|
|
|
Quota
share treaty:
|
|
|
|
Percent
ceded
|
40%
|
40%
|
55%
|
Risk
retained
|
$500,000
|
$450,000
|
$360,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
$833,333
|
$750,000
|
$800,000
|
Excess
of loss coverage above quota share coverage
|
$3,666,667
|
$3,750,000
|
$3,200,000
|
|
in
excess of
|
in
excess of
|
in
excess of
|
|
$833,333
|
$750,000
|
$800,000
|
Total
reinsurance coverage per occurrence
|
$4,000,000
|
$4,050,000
|
$3,640,000
|
Losses
per occurrence subject to reinsurance coverage
|
$4,500,000
|
$4,500,000
|
$4,000,000
|
Expiration
date
|
June
30, 2017
|
June
30, 2016
|
June
30, 2015
|
|
|
|
|
Personal
Umbrella
|
|
|
|
Quota
share treaty:
|
|
|
|
Percent
ceded - first $1,000,000 of coverage
|
90%
|
90%
|
90%
|
Percent
ceded - excess of $1,000,000 of coverage
|
100%
|
100%
|
100%
|
Risk
retained
|
$100,000
|
$100,000
|
$100,000
|
Total
reinsurance coverage per occurrence
|
$4,900,000
|
$2,900,000
|
$2,900,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
$5,000,000
|
$3,000,000
|
$3,000,000
|
Expiration
date
|
June
30, 2017
|
June
30, 2016
|
June
30, 2015
|
|
|
|
|
Commercial Lines:
|
|
|
|
General
liability commercial policies, except for commercial
auto
|
|
|
|
Quota
share treaty:
|
|
|
|
Percent
ceded (terminated effective July 1, 2014)
|
None
|
None
|
None
|
Risk
retained
|
$500,000
|
$425,000
|
$400,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
None
|
None
|
None
|
Excess
of loss coverage above quota share coverage
|
$4,000,000
|
$4,075,000
|
$3,600,000
|
|
in
excess of
|
in
excess of
|
in
excess of
|
|
$500,000
|
$425,000
|
$400,000
|
Total
reinsurance coverage per occurrence
|
$4,000,000
|
$4,075,000
|
$3,600,000
|
Losses
per occurrence subject to reinsurance coverage
|
$4,500,000
|
$4,500,000
|
$4,000,000
|
|
|
|
|
Commercial
Umbrella
|
|
|
|
Quota
share treaty:
|
|
|
|
Percent
ceded - first $1,000,000 of coverage
|
90%
|
|
|
Percent
ceded - excess of $1,000,000 of coverage
|
100%
|
|
|
Risk
retained
|
$100,000
|
|
|
Total
reinsurance coverage per occurrence
|
$4,900,000
|
|
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
$5,000,000
|
|
|
Expiration
date
|
June
30, 2017
|
|
|
|
|
|
|
Commercial Auto:
|
|
|
|
Risk
retained
|
|
$300,000
|
$300,000
|
Excess
of loss coverage in excess of risk retained
|
|
$1,700,000
|
$1,700,000
|
|
|
in
excess of
|
in
excess of
|
|
|
$300,000
|
$300,000
|
Catastrophe Reinsurance:
|
|
|
|
Initial
loss subject to personal lines quota share treaty
|
$5,000,000
|
$4,000,000
|
$4,000,000
|
Risk
retained per catastrophe occurrence (1)
|
$3,000,000
|
$2,400,000
|
$1,800,000
|
Catastrophe
loss coverage in excess of quota share coverage (2)
(3)
|
$247,000,000
|
$176,000,000
|
$137,000,000
|
Severe
winter weather aggregate (3)
|
No
|
Yes
|
Yes
|
Reinstatement
premium protection (4)
|
Yes
|
Yes
|
No
|
22
1.
Plus losses in
excess of catastrophe coverage.
2.
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts. Effective July 1, 2016, the duration of a
catastrophe occurrence from windstorm, hail, tornado, hurricane and
cyclone was extended to 168 consecutive hours from 120 consecutive
hours.
3.
From July 1, 2014
through September 30, 2016, catastrophe treaty also covered losses
caused by severe winter weather during any consecutive 28 day
period.
4.
Effective July 1,
2015, reinstatement premium protection for $16,000,000 of
catastrophe coverage in excess of $4,000,000. Effective July 1,
2016, reinstatement premium protection for $20,000,000 of
catastrophe coverage in excess of $5,000,000.
The single maximum
risks per occurrence to which the Company is subject under the new
treaties effective July 1, 2016 are as follows:
|
|
July 1, 2016 - June 30, 2017
|
||
Treaty
|
|
Extent of Loss
|
|
Risk Retained
|
Personal Lines
|
|
Initial $833,333
|
|
$500,000
|
|
|
$833,333 - $4,500,000
|
|
None(1)
|
|
|
Over $4,500,000
|
|
100%
|
|
|
|
|
|
Personal Umbrella
|
|
Initial $1,000,000
|
|
$100,000
|
|
|
$1,000,000 - $5,000,000
|
|
None(1)
|
|
|
Over $5,000,000
|
|
100%
|
|
|
|
|
|
Commercial Lines
|
|
Initial $500,000
|
|
$500,000
|
|
|
$500,000 - $4,500,000
|
|
None(1)
|
|
|
Over $4,500,000
|
|
100%
|
|
|
|
|
|
Commercial Umbrella
|
|
Initial $1,000,000
|
|
$100,000
|
|
|
$1,000,000 - $5,000,000
|
|
None(1)
|
|
|
Over $5,000,000
|
|
100%
|
|
|
|
|
|
Catastrophe (2)
|
|
Initial $5,000,000
|
|
$3,000,000
|
|
|
$5,000,000 - $252,000,000
|
|
None
|
|
|
Over $252,000,000
|
|
100%
|
________________
(1)
Covered by excess
of loss treaties.
(2)
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts.
23
The single maximum
risks per occurrence to which the Company is subject under the
treaties that expired on June 30, 2016 and 2015 are as
follows:
|
|
July 1, 2015 - June 30, 2016
|
|
July 1, 2014 - June 30, 2015
|
||||
Treaty
|
|
Extent of Loss
|
|
Risk Retained
|
Extent of Loss
|
|
Risk Retained
|
|
Personal Lines
|
|
Initial $750,000
|
|
$450,000
|
|
Initial $800,000
|
|
$360,000
|
|
|
$750,000 - $4,500,000
|
|
None(1)
|
|
$800,000 - $4,000,000
|
|
None(1)
|
|
|
Over $4,500,000
|
|
100%
|
|
Over $4,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Personal Umbrella
|
|
Initial $1,000,000
|
|
$100,000
|
|
Initial $1,000,000
|
|
$100,000
|
|
|
$1,000,000 - $3,000,000
|
|
None(1)
|
|
$1,000,000 - $3,000,000
|
|
None(1)
|
|
|
Over $3,000,000
|
|
100%
|
|
Over $3,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Commercial Lines
|
|
Initial $425,000
|
|
$425,000
|
|
Initial $400,000
|
|
$400,000
|
|
|
$425,000 - $4,500,000
|
|
None(1)
|
|
$400,000 - $4,000,000
|
|
None(1)
|
|
|
Over $4,500,000
|
|
100%
|
|
Over $4,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Commercial Auto
|
|
Initial $300,000
|
|
$300,000
|
|
Initial $300,000
|
|
$300,000
|
|
|
$300,000 - $2,000,000
|
|
None(1)
|
|
$300,000 - $2,000,000
|
|
None(1)
|
|
|
Over $2,000,000
|
|
100%
|
|
Over $2,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Catastrophe (2)
|
|
Initial $4,000,000
|
|
$2,400,000
|
|
Initial $4,000,000
|
|
$1,800,000
|
|
|
$4,000,000 - $180,000,000
|
|
None
|
|
$4,000,000 - $141,000,000
|
|
None
|
|
|
Over $180,000,000
|
|
100%
|
|
Over $141,000,000
|
|
100%
|
________________
(1)
Covered by excess
of loss treaties.
(2)
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts.
The Company’s
reinsurance program is structured to enable the Company to
significantly grow its premium volume while maintaining regulatory
capital and other financial ratios generally within or below the
expected ranges used for regulatory oversight purposes. The
reinsurance program also provides income as a result of ceding
commissions earned pursuant to the quota share reinsurance
contracts. The Company’s participation in reinsurance
arrangements does not relieve the Company of its obligations to
policyholders.
Ceding Commission
Revenue
The Company earns
ceding commission revenue under its quota share reinsurance
agreements based on: (i) a fixed provisional commission rate at
which provisional ceding commissions are earned, and (ii) a sliding
scale of commission rates and ultimate treaty year loss ratios on
the policies reinsured under each of these agreements based upon
which contingent ceding commissions are earned. The sliding scale
includes minimum and maximum commission rates in relation to
specified ultimate loss ratios. The commission rate and
contingent ceding commissions earned increases when the estimated
ultimate loss ratio decreases and, conversely, the commission rate
and contingent ceding commissions earned decreases when the
estimated ultimate loss ratio increases.
24
The Company’s
estimated ultimate treaty year loss ratios (“Loss
Ratio(s)”) for treaties in effect for the three months ended
September 30, 2016 are attributable to contracts for the 2016/2017
Treaty and for the nine months ended September 30, 2016 are
attributable to contracts for the 2016/2017 Treaty and 2015/2016
Treaty. The Company’s Loss Ratios for treaties in
effect for the three months ended September 30, 2015 are
attributable to contracts for the 2015/2016 Treaty and for the nine
months ended September 30, 2015 are attributable to contracts for
the 2015/2016 Treaty and 2014/2015 Treaty.
Treaties in effect for the three months and nine months ended
September 30, 2016
Under the 2016/2017
Treaty and 2015/2016 Treaty, the Company is receiving a higher
upfront fixed provisional rate in exchange for a less favorable
sliding scale contingent rate. Under this arrangement, the Company
earns more provisional ceding commissions, while contingent ceding
commissions are reduced due to the less favorable sliding scale
rate. The Company’s Loss Ratios for the period July 1, 2015
through June 30, 2016 (attributable to the 2015/2016 Treaty), and
from July 1, 2016 through September 30, 2016 (attributable to the
2016/2017 Treaty), were higher than the contractual Loss Ratio at
which provisional ceding commissions are earned. Accordingly, for
the three month and nine month periods ended September 30, 2016,
the Company’s contingent ceding commission earned was reduced
as a result of the estimated Loss Ratios for the 2016/2017 Treaty
and 2015/2016 Treaty, respectively.
Treaties in effect for the three months and nine months ended
September 30, 2015
The Company’s
Loss Ratio for the period July 1, 2015 through September 30, 2015,
which is attributable to the 2015/2016 Treaty, was higher than the
contractual Loss Ratio at which provisional ceding commissions are
earned. Accordingly, for the three months ended September 30, 2015,
the Company’s contingent ceding commission earned was reduced
as a result of the estimated Loss Ratio for the 2015/2016
Treaty.
The Company’s
Loss Ratio for the period July 1, 2014 through June 30, 2015, which
is attributable to the 2014/2015 Treaty, was lower than the
contractual Loss Ratio at which the provisional ceding commissions
are earned. As a result of severe winter weather during the six
months ended June 30, 2015, the Loss Ratio attributable to this
treaty as of June 30, 2015 was greater than the Loss Ratio as of
December 31, 2014. Accordingly, for the six months ended June 30,
2015, the Company’s contingent ceding commission earned was
reduced as a result of the increase in the estimated Loss Ratio for
the 2014/2015 Treaty.
In addition to the
treaties that were in effect for the three months and nine months
ended September 30, 2016 and 2015, the Loss Ratios from prior
years’ treaties are subject to change as loss reserves from
those periods increase or decrease, resulting in an increase or
decrease in the commission rate and contingent ceding commissions
earned.
25
Ceding commission
revenue consists of the following:
|
Three months ended
|
Nine months ended
|
||
|
September 30,
|
September 30,
|
||
|
2016
|
2015
|
2016
|
2015
|
|
|
|
|
|
Provisional
ceding commissions earned
|
$3,185,748
|
$2,854,524
|
$9,508,213
|
$8,734,477
|
Contingent
ceding commissions earned
|
(250,820)
|
(210,993)
|
(1,233,923)
|
653,980
|
|
$2,934,928
|
$2,643,531
|
$8,274,290
|
$9,388,457
|
Provisional ceding
commissions are settled monthly. Balances due from reinsurers for
contingent ceding commissions on quota share treaties are settled
annually based on the loss ratio of each treaty year that ends on
June 30.
Note
7 – Stockholders’ Equity
Dividend Declared
Dividends declared
and paid on Common Stock were $1,446,684 and $1,098,946 for the
nine months ended September 30, 2016 and 2015, respectively. The
Company’s Board of Directors approved a quarterly dividend on
November 9, 2016 of $.0625 per share payable in cash on December
15, 2016 to stockholders of record as of November 30, 2016 (see
Note 12).
Stock Options
Pursuant to the
Company’s 2005 Equity Participation Plan (the “2005
Plan”), which provides for the issuance of incentive stock
options, non-statutory stock options and restricted stock, a
maximum of 700,000 shares of the Company’s Common Stock are
permitted to be issued pursuant to options granted and restricted
stock issued. Effective August 12, 2014, the Company adopted the
2014 Equity Participation Plan (the “2014 Plan”)
pursuant to which, subject to stockholder approval on or before
August 12, 2015, a maximum of 700,000 shares of Common Stock of the
Company are authorized to be issued pursuant to the grant of
incentive stock options, non-statutory stock options, stock
appreciation rights, restricted stock and stock
bonuses. The stockholders approved the 2014 Plan on
August 11, 2015. Incentive stock options granted under the 2014
Plan and 2005 Plan expire no later than ten years from the date of
grant (except no later than five years for a grant to a 10%
stockholder). The Board of Directors or the Stock Option Committee
determines the expiration date with respect to non-statutory stock
options and the vesting provisions for restricted stock granted
under the 2014 Plan and 2005 Plan.
The results of
operations for the three months ended September 30, 2016 and 2015
include stock-based stock option compensation expense totaling
approximately $23,000 and $52,000, respectively. The results of
operations for the nine months ended September 30, 2016 and 2015
include stock-based stock option compensation expense totaling
approximately $90,000 and $130,000, respectively. Stock-based
compensation expense related to stock options is net of estimated
forfeitures of 17% for the three months and nine months ended
September 30, 2016 and 2015. Such amounts have been included in the
condensed consolidated statements of income and comprehensive
income within other operating expenses.
Stock-based
compensation expense in 2016 and 2015 is the estimated fair value
of options granted amortized on a straight-line basis over the
requisite service period for the entire portion of the award less
an estimate for anticipated forfeitures. The Company uses the
“simplified” method to estimate the expected term of
the options because the Company’s historical share option
exercise experience does not provide a reasonable basis upon which
to estimate expected term. The weighted average estimated fair
value of stock options granted during the nine months ended
September 30, 2016 was $1.87 per share. No options were granted
during the nine months September 30, 2015. The fair value of stock
options at the grant date was estimated using the Black-Scholes
option-pricing model. The following weighted average assumptions
were used for grants during the following periods:
26
|
Nine months ended
|
||
|
September 30,
|
||
|
2016
|
|
2015
|
|
|
|
|
Dividend Yield
|
2.74% - 3.18%
|
|
na
|
Volatility
|
31.61% - 31.81%
|
|
na
|
Risk-Free Interest Rate
|
1.01% - 1.11%
|
|
na
|
Expected Life
|
3.25 years
|
|
na
|
The Black-Scholes
option valuation model was developed for use in estimating the fair
value of traded options, which have no vesting restrictions and are
fully transferable. In addition, option valuation models require
the input of highly subjective assumptions including the expected
stock price volatility. Because our stock options have
characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of our stock options.
A summary of stock
option activity under the Company’s 2014 Plan and 2005 Plan
for the nine months ended September 30, 2016 is as
follows:
Stock Options
|
Number of Shares
|
Weighted Average Exercise Price per Share
|
Weighted Average Remaining Contractual Term
|
Aggregate Intrinsic Value
|
|
|
|
|
|
Outstanding at January 1, 2016
|
339,750
|
$6.34
|
3.36
|
$904,775
|
|
|
|
|
|
Granted
|
40,000
|
$8.33
|
|
$36,150
|
Exercised
|
(2,500)
|
$5.09
|
|
$10,025
|
Forfeited
|
(5,000)
|
$5.09
|
|
$17,600
|
|
|
|
|
|
Outstanding at September 30, 2016
|
372,250
|
$6.58
|
2.82
|
$988,018
|
|
|
|
|
|
Vested and Exercisable at September 30, 2016
|
271,000
|
$6.38
|
2.60
|
$771,918
|
The aggregate
intrinsic value of options outstanding and options exercisable at
September 30, 2016 is calculated as the difference between the
exercise price of the underlying options and the market price of
the Company’s Common Stock for the options that had exercise
prices that were lower than the $9.23 closing price of the
Company’s Common Stock on September 30, 2016. The total
intrinsic value of options exercised in the nine months ended
September 30, 2016 was $10,025, determined as of the date of
exercise.
Participants in the
2005 and 2014 Plans may exercise their outstanding vested options,
in whole or in part, by having the Company reduce the number of
shares otherwise issuable by a number of shares having a fair
market value equal to the exercise price of the option being
exercised (“Net Exercise”). The Company received cash
proceeds of $12,725 from the exercise of options for the purchase
of 2,500 shares of Common Stock during the nine months ended
September 30, 2016. All of the 123,750 options exercised during the
nine months ended September 30, 2015 were Net
Exercises.
27
As of September 30,
2016, the fair value of unamortized compensation cost related to
unvested stock option awards was approximately $62,000. Unamortized
compensation cost as of September 30, 2016 is expected to be
recognized over a remaining weighted-average vesting period of 0.91
years.
As of September 30,
2016, there were 602,500 shares reserved for grants under the 2014
Plan.
Other Equity Compensation
In January 2016,
the Company granted a total of 6,000 shares of restricted Common
Stock under the 2014 Plan to its three then non-employee directors.
In March 2016, the Company granted 1,500 shares of restricted
Common Stock under the 2014 Plan to a newly elected non-employee
director. One-third of the shares granted will vest on each of the
three following anniversaries following the grant date. The fair
value of the shares will be determined on each of the vesting
dates. For the nine months ended September 30, 2016, no stock-based
compensation for these grants is included in the condensed
consolidated statements of income and comprehensive
income.
Private Placement of Common Stock
In April 2016, the
Company sold 595,238 newly issued shares of its Common Stock to
RenaissanceRe Ventures Ltd., a subsidiary of RenaissanceRe Holdings
Ltd. (NYSE:RNR) (“RenaissanceRe”), in a private
placement. RenaissanceRe is a global provider of catastrophe and
specialty reinsurance and insurance.
The new shares of
Common Stock were sold to RenaissanceRe at a price of $8.40 per
share. The Company received net proceeds of approximately
$4,802,000 from the private placement. In June 2016, the Company
invested $3,000,000 of the proceeds in KICO as additional surplus
to support its continued growth. The Company intends to use the
remaining net proceeds of the offering for general corporate
purposes.
Note
8 – Income Taxes
The Company files a
consolidated U.S. federal income tax return that includes all
wholly owned subsidiaries. State tax returns are filed on a
consolidated or separate return basis depending on applicable laws.
The Company records adjustments related to prior years’ taxes
during the period when they are identified, generally when the tax
returns are filed. The effect of these adjustments on
the current and prior periods (during which the differences
originated) is evaluated based upon quantitative and qualitative
factors and are considered in relation to the condensed
consolidated financial statements taken as a whole for the
respective periods.
Deferred tax assets
and liabilities are determined using the enacted tax rates
applicable to the period the temporary differences are expected to
be recovered. Accordingly, the current period income tax provision
can be affected by the enactment of new tax rates. The net deferred
income taxes on the balance sheet reflect temporary differences
between the carrying amounts of the assets and liabilities for
financial reporting purposes and income tax purposes, tax effected
at a various rates depending on whether the temporary differences
are subject to federal taxes, state taxes, or both.
28
Significant
components of the Company’s deferred tax assets and
liabilities are as follows:
|
September 30,
|
December 31,
|
|
2016
|
2015
|
|
|
|
Deferred
tax asset:
|
|
|
Net
operating loss carryovers (1)
|
$131,626
|
$150,492
|
Claims
reserve discount
|
391,649
|
405,709
|
Unearned
premium
|
2,861,352
|
2,555,012
|
Deferred
ceding commission revenue
|
2,261,970
|
2,187,923
|
Other
|
124,786
|
151,250
|
Total
deferred tax assets
|
5,771,383
|
5,450,386
|
|
|
|
Deferred
tax liability:
|
|
|
Investment
in KICO (2)
|
1,169,000
|
1,169,000
|
Deferred
acquisition costs
|
4,091,018
|
3,684,004
|
Intangibles
|
487,900
|
597,657
|
Depreciation
and amortization
|
254,551
|
415,938
|
Net
unrealized appreciation of securities - available for
sale
|
884,826
|
255,977
|
Total
deferred tax liabilities
|
6,887,295
|
6,122,576
|
|
|
|
Net
deferred income tax liability
|
$(1,115,912)
|
$(672,190)
|
_____________________________
(1)
The deferred tax
assets from net operating loss carryovers (“NOL”) are
as follows:
|
September 30,
|
December 31,
|
|
Type of NOL
|
2016
|
2015
|
Expiration
|
State
only (A)
|
$616,366
|
$540,865
|
December
31, 2036
|
Valuation
allowance
|
(494,940)
|
(403,973)
|
|
State
only, net of valuation allowance
|
121,426
|
136,892
|
|
Amount
subject to Annual Limitation, federal only (B)
|
10,200
|
13,600
|
December
31, 2019
|
Total
deferred tax asset from net operating loss carryovers
|
$131,626
|
$150,492
|
|
(A) Kingstone
generates operating losses for state purposes and has prior year
NOLs available. The state NOL as of September 30, 2016 and December
31, 2015 was approximately $9,483,000 and $8,321,000, respectively.
KICO, the Company’s insurance underwriting subsidiary, is not
subject to state income taxes. KICO’s state tax obligations
are paid through a gross premiums tax, which is included in the
condensed consolidated statements of income and comprehensive
income within other underwriting expenses. A valuation allowance
has been recorded due to the uncertainty of generating enough state
taxable income to utilize 100% of the available state NOLs over
their remaining lives, which expire between 2027 and
2036.
(B) The Company has
an NOL of $30,000 that is subject to Internal Revenue Code Section
382, which places a limitation on the utilization of the federal
NOL loss to approximately $10,000 per year (“Annual
Limitation”) as a result of a greater than 50% ownership
change of the Company in 1999. The losses subject to the Annual
Limitation will be available for future years, expiring through
December 31, 2019.
(2)
Deferred tax
liability – investment in KICO
29
On July 1, 2009,
the Company completed the acquisition of 100% of the issued and
outstanding common stock of KICO (formerly known as Commercial
Mutual Insurance Company (“CMIC”)) pursuant to the
conversion of CMIC from an advance premium cooperative to a stock
property and casualty insurance company. Pursuant to the plan of
conversion, the Company acquired a 100% equity interest in KICO, in
consideration for the exchange of $3,750,000 principal amount of
surplus notes of CMIC. In addition, the Company forgave all accrued
and unpaid interest on the surplus notes as of the date of
conversion. As of the date of acquisition, unpaid accrued interest
on the surplus notes along with the accretion of the discount on
the original purchase of the surplus notes totaled $2,921,319
(together “Untaxed Interest”). As of the date of
acquisition, the deferred tax liability on the Untaxed Interest was
$1,169,000. A temporary difference with an indefinite life exists
when the parent has a lower carrying value of its subsidiary for
income tax purposes. The Company is required to maintain its
deferred tax liability of $1,169,000 related to this temporary
difference until the stock of KICO is sold, or the assets of KICO
are sold or KICO and the parent are merged.
In assessing the
valuation of deferred tax assets, the Company considers whether it
is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of
deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary
differences become deductible. No valuation allowance against
deferred tax assets has been established, except for NOL
limitations, as the Company believes it is more likely than not the
deferred tax assets will be realized based on the historical
taxable income of KICO, or by offset to deferred tax
liabilities.
The Company had no
material unrecognized tax benefit and no adjustments to liabilities
or operations were required. There were no interest or penalties
related to income taxes that have been accrued or recognized as of
and for the nine months ended September 30, 2016 and 2015. If any
had been recognized these would have been reported in income tax
expense.
The tax returns for
years ended December 31, 2013 through 2015 are subject to
examination, generally for three years after filing.
Note
9 – Earnings Per Common Share
Basic net earnings
per common share is computed by dividing income available to common
shareholders by the weighted-average number of common shares
outstanding. Diluted earnings per common share reflect, in periods
in which they have a dilutive effect, the impact of common shares
issuable upon exercise of stock options. The computation
of diluted earnings per common share excludes those options with an
exercise price in excess of the average market price of the
Company’s common shares during the periods
presented.
For the three
months ended September 30, 2016 and 2015, the inclusion of 27,500
and 50,000 options, respectively, in the computation of diluted
earnings per common share would have been anti-dilutive for the
periods and, as a result, the weighted average number of common
shares used in the calculation of diluted earnings per common share
has not been adjusted for the effect of such options. The
computation of diluted earnings per common share excludes
outstanding options in periods where the exercise of such options
would be anti-dilutive. For the nine months ended September 30,
2016 and 2015, the inclusion of 22,664 and 50,000 options,
respectively, in the computation of diluted earnings per common
share would have been anti-dilutive for the periods and, as a
result, the weighted average number of common shares used in the
calculation of diluted earnings per common share has not been
adjusted for the effect of such options.
30
The reconciliation
of the weighted average number of common shares used in the
calculation of basic and diluted earnings per common share
follows:
|
Three months ended
|
Nine months ended
|
||
|
September 30,
|
September 30,
|
||
|
2016
|
2015
|
2016
|
2015
|
|
|
|
|
|
Weighted
average number of shares outstanding
|
7,911,353
|
7,334,269
|
7,676,887
|
7,330,178
|
Effect
of dilutive securities, common share equivalents
|
61,572
|
47,357
|
52,825
|
37,536
|
|
|
|
|
|
Weighted
average number of shares outstanding,
|
|
|
|
|
used
for computing diluted earnings per share
|
7,972,925
|
7,381,626
|
7,729,712
|
7,367,714
|
Note
10 - Commitments and Contingencies
Litigation
From time to time,
the Company is involved in various legal proceedings in the
ordinary course of business. For example, to the extent a claim
asserted by a third party in a lawsuit against one of the
Company’s insureds covered by a particular policy, the
Company may have a duty to defend the insured party against the
claim. These claims may relate to bodily injury, property damage or
other compensable injuries as set forth in the policy. Such
proceedings are considered in estimating the liability for loss and
LAE expenses. The Company is not subject to any other pending legal
proceedings that management believes are likely to have a material
adverse effect on the condensed consolidated financial
statements.
Office Lease
In June 2016, the
Company entered into a lease modification agreement for its office
facility for KICO located in Valley Stream, NY under a
non-cancelable operating lease dated March 27, 2015. The original
lease had a term of seven years and nine months. The lease
modification increased the space occupied by KICO and extended the
lease term to seven years and nine months to be measured from the
additional premises commencement date. The additional premises
commencement date was September 19, 2016, and additional rent will
be payable beginning March 19, 2017. The original lease
commencement date was July 1, 2015 and rent commencement began
January 1, 2016.
In addition to the
base rental costs, occupancy lease agreements generally provide for
rent escalations resulting from increased assessments from real
estate taxes and other charges. Rent expense under the lease will
be recognized on a straight-line basis over the lease term. At
September 30, 2016, cumulative rent expense exceeded cumulative
rent payments by $55,067. This difference is recorded as deferred
rent and is included in accounts payable, accrued expenses and
other liabilities in the accompanying condensed consolidated
balance sheets.
31
As of September 30,
2016, aggregate future minimum rental commitments under the
Company’s modified lease agreement are as
follows:
For the Year
|
|
Ending
|
|
December 31,
|
Total
|
2016
(three months)
|
$25,188
|
2017
|
146,008
|
2018
|
164,117
|
2019
|
169,861
|
2020
|
175,806
|
Thereafter
|
614,351
|
Total
|
$1,295,331
|
Rent expense for
the three months and nine months ended September 30, 2016 amounted
to $26,126 and $78,377, respectively, and is included in the
condensed consolidated statements of income and comprehensive
income within other underwriting expenses.
Note
11 – Premium Finance Placement Fees
The Company’s
wholly owned subsidiary, Payments Inc. (“Payments”), is
licensed as a premium finance agency in the state of New
York. Prior to February 1, 2008, Payments provided
premium financing in connection with the obtaining of insurance
policies. Effective February 1, 2008, Payments sold its outstanding
premium finance loan portfolio. The purchaser of the
portfolio (the “Purchaser”) agreed that, during the
five year period ended February 1, 2013 (which period was extended
to February 1, 2015), it would purchase, assume and service all
eligible premium finance contracts originated by Payments in the
state of New York (the “Agreement”). In connection
with such purchases, Payments was entitled to receive a fee
generally equal to a percentage of the amount
financed.
In July 2014, the
Purchaser terminated the Agreement effective February 1, 2015.
Following any expiration or termination of the obligation of the
Purchaser to purchase premium finance contracts, Payments was
entitled to receive the fees for an additional two years
(“Termination Period”) with regard to contracts for
policies from the Company’s producers. On March 26, 2015, the
Company and the Purchaser agreed to amend the Termination Period to
end as of March 31, 2015. The Company received a one-time payment
of $350,000 in exchange for the fees that the Company would have
received during the Termination Period. The Company’s premium
financing business consisted of the placement fees that Payments
earned from placing contracts.
32
Placement fee
revenue included in other income and the related direct expenses
included in other operating expenses in the condensed consolidated
statements of net income and comprehensive income are as follows
(unaudited):
|
For the Three Months Ended
|
For the Nine Months Ended
|
||
|
September 30,
|
September 30,
|
||
|
2016
|
2015
|
2016
|
2015
|
|
|
|
|
|
Placement
fee revenue
|
$-
|
$-
|
$-
|
$54,343
|
Early
termination fee
|
-
|
-
|
-
|
350,000
|
Direct
expenses
|
-
|
-
|
-
|
(12,989)
|
Net
income before taxes from placement fees
|
$-
|
$-
|
$-
|
$391,354
|
Note
12 – Subsequent Events
The Company has
evaluated events that occurred subsequent to September 30, 2016
through the date these condensed consolidated financial statements
were issued for matters that required disclosure or adjustment in
these condensed consolidated financial statements.
Dividends Declared and
Paid
On November 9,
2016, the Company’s Board of Directors approved a quarterly
dividend of $.0625 per share payable in cash on December 15, 2016
to stockholders of record as of November 30, 2016.
33
ITEM
2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Overview
We offer property
and casualty insurance products to individuals and small businesses
in New York State through our wholly owned subsidiary, Kingstone
Insurance Company (“KICO”). KICO’s insureds are
located primarily in downstate New York, consisting of New York
City, Long Island and Westchester County. We are also licensed in
the States of New Jersey, Connecticut, Pennsylvania, Rhode Island
and Texas. In October 2016, we submitted a rate filing with the
State of New Jersey, and anticipate writing business in early
2017.
We derive
substantially all of our revenue from KICO, which includes revenues
from earned premiums, ceding commissions from quota share
reinsurance, net investment income generated from its portfolio,
and net realized gains and losses on investment
securities. All of KICO’s insurance policies are
for a one year period. Earned premiums represent premiums received
from insureds, which are recognized as revenue over the period of
time that insurance coverage is provided (i.e., ratably over the
one year life of the policy). A significant period of time normally
elapses between the receipt of insurance premiums and the payment
of insurance claims. During this time, KICO invests the premiums,
earns investment income and generates net realized and unrealized
investment gains and losses on investments.
Our expenses
include the insurance underwriting expenses of KICO and other
operating expenses. Insurance companies incur a significant amount
of their total expenses from losses incurred by policyholders,
which are commonly referred to as claims. In settling these claims
for losses, various loss adjustment expenses (“LAE”)
are incurred such as insurance adjusters’ fees and litigation
expenses. In addition, insurance companies incur policy acquisition
costs. Policy acquisition costs include commissions paid to
producers, premium taxes, and other expenses related to the
underwriting process, including employees’ compensation and
benefits.
Other operating
expenses include our corporate expenses as a holding company. These
expenses include legal and auditing fees, executive employment
costs, and other costs directly associated with being a public
company.
Product
Lines
Our product lines
include the following:
Personal lines: Our
largest line of business is personal lines, consisting of
homeowners, dwelling fire, 3-4 family dwelling package, cooperative
and condominium, renters, equipment breakdown and service line
endorsements, and personal umbrella policies.
34
Commercial
liability: We
offer business owners policies, which consist primarily of small
business retail, service, and office risks without a residential
exposure. We also write artisan’s liability policies for
small independent contractors with seven or fewer employees.
In addition, we write special multi-peril policies for larger and
more specialized business owners’ risks, including those with
limited residential exposures.
Commercial
automobile: Until recently we provided
liability and physical damage coverage for light vehicles owned by
small contractors and artisans. However, due to the poor
performance of this line, effective October 1, 2014, we decided to
no longer accept new commercial auto policies. In February 2015, we
decided to no longer offer renewals to our existing commercial auto
policies beginning with those that expired on or after May 1, 2015.
As of April 30, 2016 we have no commercial auto policies in force
and the 41 open claims as of September 30, 2016 related to this
product line will be run-off over time.
Livery physical
damage: We
write for-hire vehicle physical damage only policies for livery and
car service vehicles and taxicabs. These policies insure only the
physical damage portion of insurance for such vehicles, with no
liability coverage included.
Other: We
write canine legal liability policies and also have a small
participation in mandatory state joint underwriting
associations.
Key
Measures
We utilize the
following key measures in analyzing the results of our insurance
underwriting business:
Net loss ratio: The
net loss ratio is a measure of the underwriting profitability of an
insurance company’s business. Expressed as a
percentage, this is the ratio of net losses and loss adjustment
expenses (“LAE”) incurred to net premiums
earned.
Net underwriting expense
ratio: The net underwriting expense ratio is a
measure of an insurance company’s operational efficiency in
administering its business. Expressed as a percentage, this is the
ratio of the sum of acquisition costs (the most significant being
commissions paid to our producers) and other underwriting expenses
less ceding commission revenue less other income to net premiums
earned.
Net combined
ratio: The net combined ratio is a measure of an
insurance company’s overall underwriting profit. This is the
sum of the net loss and net underwriting expense ratios. If the net
combined ratio is at or above 100 percent, an insurance company
cannot be profitable without investment income, and may not be
profitable if investment income is insufficient.
Underwriting income:
Underwriting income is net pre-tax income attributable to our
insurance underwriting business before investment activity. It
excludes net investment income, net realized gains from
investments, and depreciation and amortization (net premiums earned
less expenses included in combined ratio). Underwriting income is a
measure of an insurance company’s overall operating
profitability before items such as investment income, depreciation
and amortization, interest expense and income taxes.
Critical
Accounting Policies and Estimates
Our condensed consolidated
financial statements include the accounts of Kingstone Companies,
Inc. and all majority-owned and controlled subsidiaries. The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires our
management to make estimates and assumptions in certain
circumstances that affect amounts reported in our consolidated
financial statements and related notes. In preparing these
condensed consolidated financial statements, our management has
utilized information available including our past history, industry
standards and the current economic environment, among other
factors, in forming its estimates and judgments of certain amounts
included in the consolidated financial statements, giving due
consideration to materiality. It is possible that the ultimate
outcome as anticipated by our management in formulating its
estimates inherent in these financial statements might not
materialize. However, application of the critical accounting
policies involves the exercise of judgment and use of assumptions
as to future uncertainties and, as a result, actual results could
differ from these estimates. In addition, other companies may
utilize different estimates, which may impact comparability of our
results of operations to those of companies in similar
businesses.
35
We believe that the most
critical accounting policies relate to the reporting of reserves
for loss and LAE, including losses that have occurred but have not
been reported prior to the reporting date, amounts recoverable from
third party reinsurers, deferred ceding commission revenue,
deferred policy acquisition costs, deferred income taxes, the
impairment of investment securities, intangible assets and the
valuation of stock-based compensation. See Note 2 to the condensed
consolidated financial statements - “Accounting
Policies” for information related to updated accounting
policies.
Consolidated
Results of Operations
Nine Months Ended September 30, 2016 Compared to Nine Months Ended
September 30, 2015
The following table
summarizes the changes in the results of our operations (in
thousands) for the periods indicated:
36
|
Nine
months ended September 30,
|
|||
($
in thousands)
|
2016
|
2015
|
Change
|
Percent
|
Revenues
|
|
|
|
|
Direct
written premiums
|
$76,375
|
$67,226
|
$9,149
|
13.6%
|
Assumed
written premiums
|
15
|
35
|
(20)
|
(57.1) %
|
|
76,390
|
67,261
|
9,129
|
13.6%
|
Ceded
written premiums
|
|
|
|
|
Ceded
to quota share treaties in force during the period
|
19,463
|
22,427
|
(2,964)
|
(13.2) %
|
Return
of premiums previously ceded to prior quota share treaties
(1)
|
-
|
(5,866)
|
5,866
|
(100.0) %
|
Ceded
to quota share treaties
|
19,463
|
16,561
|
2,902
|
17.5%
|
Ceded
to excess of loss treaties
|
1,078
|
967
|
111
|
11.5%
|
Ceded
to catastrophe treaties
|
|
|
|
|
January
1 - June 30 (Net basis in 2016, Gross basis in 2015)
(2)
|
4,575
|
2,079
|
2,496
|
120.1%
|
July
1 - September 30 (Net basis in 2016 and 2015) (2)
|
2,427
|
2,307
|
120
|
5.2%
|
Total
ceded to catastrophe treaties
|
7,002
|
4,386
|
2,616
|
59.6%
|
|
|
|
|
|
Total
ceded written premiums
|
27,543
|
21,914
|
5,629
|
25.7%
|
|
|
|
|
|
Net
written premiums
|
48,847
|
45,347
|
3,500
|
7.7%
|
|
|
|
|
|
Change
in unearned premiums
|
|
|
|
|
Direct
and assumed
|
(4,874)
|
(6,983)
|
2,109
|
(30.2) %
|
Ceded
to quota share treaties (1)
|
1,216
|
(3,983)
|
5,199
|
(130.5) %
|
Change
in net unearned premiums
|
(3,658)
|
(10,966)
|
7,308
|
(66.6) %
|
|
|
|
|
|
Premiums
earned
|
|
|
|
|
Direct
and assumed
|
71,516
|
60,277
|
11,239
|
18.6%
|
Ceded
to quota share treaties (1)
|
(26,327)
|
(25,896)
|
(431)
|
1.7%
|
Net
premiums earned
|
45,189
|
34,381
|
10,808
|
31.4%
|
|
|
|
|
|
Ceding
commission revenue
|
|
|
|
|
Excluding
the effect of catastrophes
|
8,274
|
10,669
|
(2,395)
|
(22.4) %
|
Effect
of catastrophes (3)
|
-
|
(1,281)
|
1,281
|
(100.0) %
|
Total
ceding commission revenue
|
8,274
|
9,388
|
(1,114)
|
(11.9) %
|
Net
investment income
|
2,286
|
1,850
|
436
|
23.6%
|
Net
realized gain (loss) on investments
|
605
|
(106)
|
711
|
(670.8) %
|
Other
income
|
831
|
1,300
|
(469)
|
(36.1) %
|
Total
revenues
|
57,185
|
46,813
|
10,372
|
22.2%
|
(1) Effective July
1, 2015, we decreased the quota share ceding rate in our personal
lines quota share treaty from 55% to 40% (the
“Cut-off”). The Cut-off on July 1, 2015 resulted in a
$5,866,000 return of unearned premiums from our reinsurers that
were previously ceded under the personal lines quota share treaty
that expired on June 30, 2015. The $5,866,000 return of premiums
previously ceded reduced earned premiums under our quota share,
which, in turn, increased our net premiums earned during the twelve
month period after the Cut-off.
(2) Under a
“gross” basis catastrophe reinsurance treaty,
catastrophe reinsurance coverage is purchased by us only on the net
written premiums after the quota share. Under a “gross”
basis, catastrophe losses affect the ceded loss ratio and
contingent ceding commissions from quota share reinsurance. Under a
“net” basis catastrophe reinsurance treaty, all
catastrophe reinsurance coverage is purchased by us directly,
eliminating the impact of a catastrophe on quota share results. The
“net” basis increases our ceded premium for catastrophe
reinsurance. See discussion below for Net Written Premiums, Net
Premiums Earned and Contingent Ceding Commissions
Earned.
37
|
Nine
months ended September 30,
|
|||
($
in thousands)
|
2016
|
2015
|
Change
|
Percent
|
|
|
|
|
|
Total revenues
|
57,185
|
46,813
|
10,372
|
22.2%
|
|
|
|
|
|
Expenses
|
|
|
|
|
Loss
and loss adjustment expenses
|
|
|
|
|
Direct
and assumed:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
26,746
|
23,264
|
3,482
|
15.0%
|
Losses
from catastrophes (3)
|
2,337
|
4,646
|
(2,309)
|
(49.7) %
|
Total
direct and assumed loss and loss adjustment expenses
|
29,083
|
27,910
|
1,173
|
4.2%
|
|
|
|
|
|
Ceded
loss and loss adjustment expenses:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
7,742
|
8,471
|
(729)
|
(8.6) %
|
Losses
from catastrophes (3)
|
935
|
2,555
|
(1,620)
|
(63.4) %
|
Total
ceded loss and loss adjustment expenses
|
8,677
|
11,026
|
(2,349)
|
(21.3) %
|
|
|
|
|
|
Net
loss and loss adjustment expenses:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
19,004
|
14,793
|
4,211
|
28.5%
|
Losses
from catastrophes (3)
|
1,402
|
2,091
|
(689)
|
(33.0) %
|
Net
loss and loss adjustment expenses
|
20,406
|
16,884
|
3,522
|
20.9%
|
|
|
|
|
|
Commission
expense
|
13,400
|
11,034
|
2,366
|
21.4%
|
Other
underwriting expenses
|
10,982
|
9,350
|
1,632
|
17.5%
|
Other
operating expenses
|
1,292
|
1,174
|
118
|
10.1%
|
Depreciation
and amortization
|
835
|
749
|
86
|
11.5%
|
Total
expenses
|
46,915
|
39,192
|
7,724
|
19.7%
|
|
|
|
|
|
Income
from operations before taxes
|
10,270
|
7,621
|
2,649
|
34.8%
|
Provision
for income tax
|
3,426
|
2,514
|
912
|
36.3%
|
Net income
|
$6,844
|
$5,107
|
$1,737
|
34.0%
|
(3) For the nine
months ended September 30, 2016and 2015, includes the effects of
severe winter weather (which we define as a
catastrophe). We define a “catastrophe” as
an event or series of related events that involve multiple first
party policyholders, or an event or series of events that produce a
number of claims in excess of a preset, per-event threshold of
average claims in a specific area, occurring within a certain
amount of time constituting the event or series of events.
Catastrophes are caused by various natural events including high
winds, excessive rain, winter storms, severe winter weather,
tornadoes, hailstorms, wildfires, tropical storms, and
hurricanes.
|
Nine
months ended September 30,
|
|||
|
2016
|
2015
|
Percentage
Point Change
|
Percent
Change
|
|
|
|
|
|
Key ratios:
|
|
|
|
|
Net
loss ratio
|
45.2%
|
49.1%
|
(3.9)
|
(7.9) %
|
Net
underwriting expense ratio
|
33.8%
|
29.9%
|
3.9
|
13.0%
|
Net
combined ratio
|
79.0%
|
79.0%
|
-
|
-%
|
Direct Written
Premiums
Direct written premiums
during the nine months ended September 30, 2016
(“2016”) were $76,375,000 compared to $67,227,000
during the nine months ended September 30, 2015
(“2015”). The increase of $9,149,000, or 13.6%, was
primarily due to an increase in policies in-force during 2016 as
compared to 2015. We wrote more new policies as a result of
continued demand for our products in the markets that we serve.
Policies in-force increased by 13.7% as of September 30, 2016
compared to September 30, 2015.
38
Our growth rate in direct
written premiums was dampened somewhat due to the: (1) slowing of
growth in our livery physical damage line of business, and (2)
suspension, effective October 1, 2014, of the writing of new
policies in our commercial auto line of business due to a history
of poor underwriting results. In February 2015, we made the
decision to no longer offer renewals on our existing commercial
auto policies beginning with those that expired on or after May 1,
2015. Our direct written premiums in our continuing lines of
business grew by 14.5% in 2016 compared to 2015. Policies-in-force
in our continuing lines of business increased by 14.2% as of
September 30, 2016 compared to September 30, 2015.
Net Written Premiums and Net Premiums
Earned
The following table details
the quota share reinsurance ceding rates in effect during 2016 and
2015. For purposes of the discussion herein, the change in quota
share ceding rates on July 1 of each year will be referred to as
“the Cut-off”. This table should be referred to in
conjunction with the discussions for net written premiums, net
premiums earned, ceding commission revenue and net loss and loss
adjustment expenses that follow.
|
Nine months ended September 30,
2016
|
Nine months ended September 30,
2015
|
|||||
|
January 1,
|
|
July 1,
|
|
January 1,
|
|
July 1,
|
|
to
|
|
to
|
|
to
|
|
to
|
|
June 30,
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
("2015/2016 Treaty")
|
|
("2016/2017 Treaty")
|
|
("2014/2015 Treaty")
|
|
("2015/2016 Treaty")
|
|
|
|
|
|
|
|
|
Quota share reinsurance rates
|
|
|
|
|
|
|
|
Personal lines
|
40%
|
|
40%
|
|
55%
|
|
40%
|
See
“Reinsurance” below for changes to our personal lines
quota share treaty effective July 1, 2016.
Net written
premiums increased $3,500,000, or 7.7%, to $48,847,000 in 2016 from
$45,347,000 in 2015. Net written premiums include direct and
assumed premiums, less the amount of written premiums ceded under
our reinsurance treaties (quota share, excess of loss, and
catastrophe). Our personal lines business is currently subject to a
quota share treaty. A reduction to the quota share percentage or
elimination of a quota share treaty will reduce our ceded written
premiums, which will result in a corresponding increase to our net
written premiums.
39
Change in quota share ceding rate
Effective July 1,
2015, we decreased the quota share ceding rate in our personal
lines quota share treaty from 55% to 40%. The Cut-off of this
treaty on July 1, 2015 resulted in a $5,866,000 return of unearned
premiums from our reinsurers that were previously ceded under the
expiring personal lines quota share treaty. We did not change our
quota share ceding rates on July 1, 2016, and accordingly, there
was no return of unearned premiums from our reinsurers (in contrast
with what occurred on July 1, 2015), thus diminishing the increase
in net written premiums in 2016. The table below shows the effect
of the $5,866,000 return of ceded premiums on net written premiums
for 2016 and 2015:
|
Nine months ended September 30,
|
|||
($ in thousands)
|
2016
|
2015
|
Change
|
Percent
|
|
|
|
|
|
Net
written premiums
|
$48,847
|
$45,347
|
$3,500
|
7.7%
|
Return
of premiums previously ceded to prior quota share
treaties
|
-
|
5,866
|
(5,866)
|
na
|
Net
written premiums without the effect of the July 1, 2015
Cut-off
|
$48,847
|
$39,481
|
$9,366
|
23.7%
|
Without the
$5,866,000 effect of the Cut-off in 2015, net written premiums
increased by $9,366,000, or 23.7%, in 2016 compared to
2015.
The 2016/2017
Treaty and 2015/2016 Treaty are on a “net” of
catastrophe reinsurance basis, as opposed to the
“gross” arrangement that existed in periods before July
1, 2015.
Change in catastrophe reinsurance from “gross” basis to
“net” basis
Most of the
premiums written under our personal lines are also subject to our
catastrophe treaty. An increase in our personal lines business
gives rise to more property exposure, which increases our exposure
to catastrophe risk; therefore, our premiums for catastrophe
insurance will increase. This results in an increase in premiums
ceded under our catastrophe treaty, which reduces net written
premiums. With the inception of our personal lines quota share
treaty being on a “net” basis effective July 1, 2015,
our catastrophe premiums are paid based on all of our direct
written premiums subject to the quota share, compared to
catastrophe premiums being paid only on the amount of written
premiums that we retained under the “gross” basis that
expired on June 30, 2015.
From January 1,
2016 through June 30, 2016, catastrophe reinsurance was on a
“net” basis and from January 1, 2015 through June 30,
2015, catastrophe reinsurance was on a “gross”
basis. For the three month periods ended September 30,
2016 and 2015, catastrophe reinsurance was on a “net”
basis for both periods. As a result of the mid-year change from
“gross” to “net”, comparison between
periods in 2016 and 2015 are separated between the six month
periods ended June 30 and the three month periods ended September
30. Ceded catastrophe premiums from January 1, 2016 through June
30, 2016 increased by $2,496,000, or 120.1%, to $4,575,000 for the
six months ended June 30, 2016 from $2,079,000 for the six months
ended June 30, 2015. The increase was primarily due the change from
“gross” to “net”. Ceded catastrophe
premiums from July 1, 2016 through September 30, 2016 increased by
$120,000, or 5.2%, to $2,427,000 for the three months ended
September 30, 2016 from $2,307,000 for the three months ended
September 30, 2015. The increase was primarily due to an increase
in premiums subject to catastrophe reinsurance.
40
Excess of loss reinsurance treaty
An increase in
written premiums will also increase the premiums ceded under our
excess of loss treaties, which incrementally reduces our net
written premiums. In 2016, our ceded excess of loss reinsurance
premiums increased by $111,000 over the ceded premiums for
2015.
Net premiums earned
Net premiums earned
increased $10,808,000, or 31.4%, to $45,189,000 in 2016 from
$34,381,000 in 2015. The increase was primarily due to us retaining
more earned premiums effective July 1, 2015, as a result of the
reduction of the quota share percentage in our personal lines quota
share treaty. The decrease in our quota share ceding percentage
from the July 1, 2015 Cut-off gave us a $5,866,000 return of
premiums previously ceded, which increased our net premiums earned
during the twelve month periods after the Cut-off. In addition, as
premiums written earn ratably over a twelve month period, net
premiums earned in 2016 increased due to the higher net written
premiums generated for the twelve months ended September 30, 2016
compared to the twelve months ended September 30,
2015.
Ceding Commission
Revenue
The following table
details the quota share provisional ceding commission rates in
effect during 2016 and 2015. This table should be referred to in
conjunction with the discussion for ceding commission revenue that
follows.
|
Nine months ended September 30,
2016
|
Nine months ended September 30,
2015
|
|||||
|
January 1,
|
|
July 1,
|
|
January 1,
|
|
July 1,
|
|
to
|
|
to
|
|
to
|
|
to
|
|
June 30,
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
("2015/2016 Treaty")
|
("2016/2017 Treaty")
|
("2014/2015 Treaty")
|
("2015/2016 Treaty")
|
|||
|
|
|
|
|
|
|
|
Quota share provisional ceding commission rate
|
|
|
|
|
|
|
|
Personal
lines
|
55%
|
|
52%
|
|
40%
|
|
55%
|
The following table
summarizes the changes in the components of ceding commission
revenue (in thousands) for the periods indicated:
|
Nine
months ended September 30,
|
|||
($
in thousands)
|
2016
|
2015
|
Change
|
Percent
|
|
|
|
|
|
Provisional
ceding commissions earned
|
$9,508
|
$8,734
|
$774
|
8.9%
|
|
|
|
|
|
Contingent
ceding commissions earned
|
|
|
|
|
Contingent
ceding commissions earned excluding
|
|
|
|
|
the
effect of catastrophes
|
(1,234)
|
1,935
|
(3,169)
|
(163.8) %
|
Effect
of catastrophes on ceding commissions earned
|
-
|
(1,281)
|
1,281
|
(100.0) %
|
Contingent
ceding commissions earned
|
(1,234)
|
654
|
(1,888)
|
(288.7) %
|
|
|
|
|
|
Total
ceding commission revenue
|
$8,274
|
$9,388
|
$(1,114)
|
(11.9) %
|
41
Ceding commission
revenue was $8,724,000 in 2016 compared to $9,388,000 in 2015. The
decrease of $1,114,000, or 11.9%, was due to a decrease in
contingent ceding commissions earned, partially offset by an
increase in provisional ceding commissions earned.
Provisional Ceding Commissions
Earned
We receive a
provisional ceding commission based on ceded written premiums. In
2016 our provisional ceding rate was 55% from January 1 through
June 30 under the 2015/2016 Treaty and was reduced to 52% effective
July 1, 2016 under the 2016/2017 Treaty. In 2015 our provisional
ceding rate was 40% from January 1 through June 30 under the
2014/2015 Treaty and was increased to 55% effective July 1, 2015
under the 2015/2016 Treaty. The variations in the ceding commission
rate resulted in weighted average rates during 2016 and 2015 of 54%
and 45%, respectively.
The $774,000
increase in provisional ceding commissions earned is due to: (1) an
increase in personal lines direct written premiums subject to the
quota share and (2) an increase in the weighted average provisional
ceding commission rates as discussed above, partially offset by (1)
a decrease in the amount of premiums subject to provisional ceding
commissions due to the reduction in quota share rates to 40%
beginning July 1, 2015 and (2) a decrease in the percentage of
ceded premiums subject to quota share under the “net”
quota share treaties in effect beginning July 1, 2015 compared to
the “gross” 2014/2015 Treaty that expired on June 30,
2015.
Contingent Ceding Commissions Earned
As a result of the
increase in the provisional ceding commission rates to 52% under
the 2016/2017 Treaty and 55% under the 2015/2016 Treaty beginning
July 1, 2015, from 40% under the 2014/2015 Treaty, we do not have
an opportunity to earn as much contingent ceding commissions. Under
the “net” treaty in effect as of July 1, 2015,
catastrophe losses in excess of the first $4,000,000 will fall
outside of the quota share treaty and such losses will not have an
impact on contingent ceding commissions, as was the case under
previous “gross” treaties. The new structure eliminates
the adverse impact that catastrophe losses above $4,000,000 would
have on contingent ceding commissions.
We receive a
contingent ceding commission based on a sliding scale in relation
to the losses incurred under our quota share treaties. The lower
the ceded loss ratio, the more contingent commission we receive.
The amount of contingent ceding commissions we are eligible to
receive under the personal lines quota share treaties detailed in
the table above that were in effect during 2016 are subject to
change based on losses incurred from claims with accident dates
beginning July 1, 2015. The amount of contingent ceding commissions
we are eligible to receive under our prior years’ quota share
treaties is subject to change based on losses incurred related to
claims with accident dates before July 1, 2015 under those
treaties.
In 2015, in
addition to the 2015/2016 Treaty, which was effective as of July 1,
2015, our personal lines reinsurance quota share treaty that
expired on June 30, 2015 covered the period from July 1, 2013 to
June 30, 2015 (“2013/2015 Treaty”). The computation to
arrive at contingent ceding commission revenue under the 2013/2015
Treaty included catastrophe losses and LAE incurred from severe
winter weather during 2015 (see discussion of “Net Loss and
LAE” below). Such losses increased our ceded loss ratio in
our 2013/2015 Treaty, which reduced our contingent ceding
commission revenue in accordance with the sliding scale discussed
above in 2015 by $1,281,000. Catastrophe losses for 2016 have no
impact on our contingent ceding commission revenue since the
ultimate loss ratio used to determine these commissions was not
affected by the 2016 severe winter weather. See
“Reinsurance” below for changes to our personal lines
quota share treaty effective July 1, 2016.
42
Net Investment
Income
Net investment
income was $2,286,000 in 2016 compared to $1,850,000 in 2015. The
increase of $436,000, or 23.6%, was due to an increase in average
invested assets in 2016. The increase in cash and invested assets
resulted primarily from increased operating cash flows for the
period after June 30, 2015. The increase in operating cash flows is
due in part from the reduction in quota share rates on July 1,
2015. The reduction in quota share rates results in a decline in
ceded premiums, which leads to more cash flow and more invested
funds. The pre-tax equivalent investment yield on estimated annual
income, excluding cash, was 4.17% and 4.81% as of September 30,
2016 and 2015, respectively. The decrease in the pre-tax equivalent
investment yield is due to a shift toward shorter duration
investments, which inherently have a lower yield. A reduction in
interest rates resulted in an increase to unrealized gains on our
portfolio, which in turn reduced the pre-tax equivalent investment
yield.
Other Income
Other income was $831,000 in
2016 compared to $1,300,000 in 2015. The decrease of $469,000, or
36.1%, was primarily due to: (1) the $350,000 we received in 2015
as early settlement of the termination agreement that generated
placement fees in our premium finance business (see Note 11 to the
Condensed Consolidated Financial Statements), and (2) $154,000 we
earned in 2015 in connection with the settlement of a liability,
partially offset by an increase in installment and finance fees
earned in our insurance underwriting business.
Net Loss and LAE
Net loss and LAE
was $20,406,000 in 2016 compared to $16,884,000 in 2015. The net
loss ratio was 45.2% in 2016 compared to 49.1% in 2015, a decrease
of 3.9 percentage points.
The following
graphs summarize the changes in the components of net loss ratio
for the periods indicated:
43
During 2016, the
net loss ratio decreased compared to 2015 due to a combination of
several factors. First, there was a reduction in the impact of
severe winter weather, defined as the losses incurred above those
expected in an average winter. In 2016 we recorded 3.1
points of impact from severe winter weather, compared to 6.1 points
in 2015, or a decrease of 3.0 points. We recorded 0.4
points of favorable prior year loss development in 2016 compared to
1.4 points of favorable prior year development in 2015, or a
decrease in the favorable impact of 1.0 points year-over-year. In
addition, the core loss ratio excluding the impact of severe winter
weather and prior year development decreased to 42.5% in 2016 from
44.4% in 2015, or a decrease of 1.9 points. The decrease
in the core net loss ratio is driven by reduced claim frequency in
our personal lines business, which more than offsets some increase
in average claim severity due to the impact of large fires. See
table below under “Additional Financial Information”
summarizing net loss ratios by line of business.
Commercial Auto Line of Business
Effective October
1, 2014 we decided to no longer accept applications for new
commercial auto coverage. The action was taken following a series
of underwriting and pricing measures which were intended to improve
the profitability of this line of business. The actions
taken did not yield the hoped for results. In February 2015, we
decided to no longer offer renewals to our existing commercial auto
policies beginning with those that expired on or after May 1, 2015.
As of September 30, 2016, we had no commercial auto policies in
force, compared to 238 policies in force as of September 30,
2015.
44
The decision to exit this
line of business has significantly reduced the adverse impact that
associated commercial auto liability claims will have on our
overall results. The following table displays the impact that
this decision has had on our loss and LAE reserves over
time:
|
Commercial Auto
|
|
Commercial Auto as a
|
|
As of
|
Number
of Open
Claims
|
Loss and
LAE
Reserves
|
Total Loss
and LAE
Reserves
|
Percentage of Total Loss and LAE Reserves
|
(in
thousands except number of open claims)
|
|
|||
|
|
|
|
|
December
31, 2013
|
170
|
$9,185
|
$34,503
|
26.6%
|
December
31, 2014
|
114
|
$8,126
|
$39,613
|
20.5%
|
December
31, 2015
|
68
|
$4,971
|
$39,877
|
12.5%
|
September
30, 2016
|
41
|
$2,470
|
$39,802
|
6.2%
|
Commercial auto liability
loss and LAE reserves account for a rapidly decreasing percentage
of our total loss and LAE reserves, and as of September 30, 2016
comprise 6.2% of our total loss and LAE reserves. This line
of business was historically subject to a high level of uncertainty
and volatility in claim emergence and loss development. The
exit from this line therefore significantly decreases the
uncertainty surrounding our overall reserve levels and reduces the
associated volatility in financial results.
Commission Expense
Commission expense
was $13,400,000 in 2016 or 18.7 % of direct earned premiums.
Commission expense was $11,034,000 in 2015 or 18.3% of direct
earned premiums. The increase of $2,366,000 is due to the increase
in direct written premiums in 2016 as compared to 2015 and an
increase in bonus commissions as a result of the decrease in net
loss ratio in 2016 as compared to 2015. The increase in
the percentage of commission expense to direct earned premiums to
18.7% in 2016 from 18.3% in 2015 is due the additional bonus
commission described above and a change in the mix of business to
lines of business with higher commission rates.
Other Underwriting
Expenses
Other underwriting
expenses were $10,982,000 in 2016 compared to $9,350,000 in 2015.
The increase of $1,632,000, or 17.5%, in other underwriting
expenses was primarily due to expenses directly and indirectly
related to growth in direct written premiums. We are also incurring
expenses related to our efforts to expand into the other states in
which we recently obtained licensing (“Expansion
Expenses”). Expenses directly related to the increase in
direct written premiums primarily consist of underwriting expenses,
software usage fees and state premium taxes. Expenses indirectly
related to the increase in direct written premiums primarily
consist of salaries along with related other employment costs.
Expansion Expenses include salaries and employment costs,
professional fees, IT and data services. Salaries and employment
costs were $5,124,000 in 2016 compared to $4,361,000 in 2015. The
increase of $763,000, or 17.5%, was due to hiring of additional
staff to service our current level of business and anticipated
growth in volume. In addition, there were annual rate increases in
both salaries and the cost of employee benefits. Other underwriting
expenses as a percentage of direct written premiums increased to
14.4% in 2016 from 13.9% in 2015. Other underwriting expenses as a
percentage of direct earned premiums decreased to 15.4% in 2016
from 15.5% in 2015. Salaries and employment costs, which accounted
for 46.7% of other underwriting expenses in 2016, and 46.6% of
other underwriting expenses in 2015, were 7.2% of direct earned
premiums in both 2016 and 2015.
45
Our net
underwriting expense ratio in 2016 was 33.8% compared with 29.9% in
2015. The following table shows the individual components of our
net underwriting expense ratio for the periods
indicated:
|
Nine
months ended
|
|
|
|
September
30,
|
Percentage
|
|
|
2016
|
2015
|
Point
Change
|
|
|
|
|
Ceding
commission revenue - provisional
|
(21.0) %
|
(25.4) %
|
4.4
|
Ceding
commission revenue - contingent
|
2.7
|
(1.9)
|
4.6
|
Other
income
|
(1.8)
|
(2.1)
|
0.3
|
Acquistion
costs and other underwriting expenses:
|
|
|
|
Commission
expense
|
29.6
|
32.1
|
(2.5)
|
Other
underwriting expenses
|
24.3
|
27.2
|
(2.9)
|
Net
underwriting expense ratio
|
33.8%
|
29.9%
|
3.9
|
The
increase of 3.9 percentage points was due to the individual
components of provisional ceding commission revenue, commission
expense and other underwriting expenses and their relation to the
increase in net premiums earned as a result of the additional
retention resulting from the Cut-off to our quota share treaties on
July 1, 2015.
Other Operating
Expenses
Other operating
expenses, related to the expenses of our holding company, were
$1,292,000 in 2016 compared to $1,174,000 in 2015. The increase in
2016 of $118,000, or 10.1%, was primarily due to an increase in
executive bonus compensation.
Depreciation and
Amortization
Depreciation and
amortization was $835,000 in 2016 compared to $749,000 in 2015. The
increase of $86,000, or 11.5%, in depreciation and amortization was
primarily due to depreciation on newly purchased assets used to
upgrade our systems infrastructure and the Kingston, New York home
office building from which we operate.
Income Tax Expense
Income tax expense
in 2016 was $3,426,000, which resulted in an effective tax rate of
33.4%. Income tax expense in 2015 was $2,514,000, which resulted in
an effective tax rate of 33.0%. Income before taxes was $10,270,000
in 2016 compared to $7,621,000 in 2015. The increase in the
effective tax rate by 0.4 percentage points in 2016 is primarily a
result of permanent tax true ups from 2015, offset by an increase
in benefits from various permanent differences.
Net Income
Net income was
$6,844,000 in 2016 compared to $5,107,000 in 2015. The increase in
net income of $1,737,000, or 34.0%, was due to the circumstances
described above that caused the increase in our net premiums
earned, net investment income, and a decrease in our net loss
ratio, partially offset by a decrease in ceding commission revenue,
other income, and increases in other underwriting expenses related
to premium growth and other operating expenses.
46
Three Months Ended September 30, 2016 Compared to Three Months
Ended September 30, 2015
The following table
summarizes the changes in the results of our operations (in
thousands) for the periods indicated:
|
Three
months ended September 30,
|
|||
($
in thousands)
|
2016
|
2015
|
Change
|
Percent
|
Revenues
|
|
|
|
|
Direct
written premiums
|
$27,170
|
$24,570
|
$2,600
|
10.6%
|
Assumed
written premiums
|
(1)
|
13
|
(14)
|
(107.7) %
|
|
27,169
|
24,583
|
2,586
|
10.5%
|
Ceded
written premiums
|
|
|
|
|
Ceded
to quota share treaties in force during the period
|
7,082
|
6,415
|
667
|
10.4%
|
Return
of premiums previously ceded to prior quota share treaties
(1)
|
-
|
(5,866)
|
5,866
|
(100.0) %
|
Ceded
to quota share treaties
|
7,082
|
549
|
6,533
|
1,190.0%
|
Ceded
to excess of loss treaties
|
428
|
390
|
38
|
9.7%
|
Ceded
to catastrophe treaties
|
2,427
|
2,307
|
120
|
5.2%
|
Total
ceded written premiums
|
9,937
|
3,246
|
6,691
|
206.1%
|
|
|
|
|
|
Net
written premiums
|
17,232
|
21,337
|
(4,105)
|
(19.2) %
|
|
|
|
|
|
Change
in unearned premiums
|
|
|
|
|
Direct
and assumed
|
(2,303)
|
(3,331)
|
1,028
|
(30.9) %
|
Ceded
to quota share treaties (1)
|
717
|
(4,877)
|
5,594
|
(114.7) %
|
Change
in net unearned premiums
|
(1,586)
|
(8,208)
|
6,622
|
(80.7) %
|
|
|
|
|
|
Premiums
earned
|
|
|
|
|
Direct
and assumed
|
24,866
|
21,251
|
3,615
|
17.0%
|
Ceded
to quota share treaties (1)
|
(9,220)
|
(8,122)
|
(1,098)
|
13.5%
|
Net
premiums earned
|
15,646
|
13,129
|
2,517
|
19.2%
|
|
|
|
|
|
Ceding
commission revenue
|
|
|
|
|
Excluding
the effect of catastrophes
|
2,935
|
2,643
|
292
|
11.0%
|
Effect
of catastrophes (2)
|
-
|
-
|
-
|
na
|
Total
ceding commission revenue
|
2,935
|
2,643
|
292
|
11.0%
|
Net
investment income
|
709
|
649
|
60
|
9.2%
|
Net
realized gain (loss) on investments
|
241
|
(40)
|
281
|
(702.5) %
|
Other
income
|
297
|
275
|
22
|
8.0%
|
Total
revenues
|
19,828
|
16,656
|
3,172
|
19.0%
|
(1) Effective July
1, 2015, we decreased the quota share ceding rate in our personal
lines quota share treaty from 55% to 40% (the
“Cut-off”). The Cut-off on July 1, 2015 resulted in a
$5,866,000 return of unearned premiums from our reinsurers that
were previously ceded under the personal lines quota share treaty
that expired on June 30, 2015. The $5,866,000 return of premiums
previously ceded reduced earned premiums under our quota share,
which, in turn, increased our net premiums earned during the twelve
month period after the Cut-off.
(2) We define a
“catastrophe” as an event or series of related events
that involve multiple first party policyholders, or an event or
series of events that produce a number of claims in excess of a
preset, per-event threshold of average claims in a specific area,
occurring within a certain amount of time constituting the event or
series of events. Catastrophes are caused by various natural
events including high winds, excessive rain, winter storms, severe
winter weather, tornadoes, hailstorms, wildfires, tropical storms,
and hurricanes.
47
|
Three
months ended September 30,
|
|||
($
in thousands)
|
2016
|
2015
|
Change
|
Percent
|
|
|
|
|
|
Total revenues
|
19,828
|
16,656
|
3,172
|
19.0%
|
|
|
|
|
|
Expenses
|
|
|
|
|
Loss
and loss adjustment expenses
|
|
|
|
|
Direct
and assumed:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
6,708
|
6,787
|
(79)
|
(1.2) %
|
Losses
from catastrophes (2)
|
-
|
174
|
(174)
|
(100.0) %
|
Total
direct and assumed loss and loss adjustment expenses
|
6,708
|
6,961
|
(253)
|
(3.6) %
|
|
|
|
|
|
Ceded
loss and loss adjustment expenses:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
1,573
|
1,816
|
(243)
|
(13.4) %
|
Losses
from catastrophes (2)
|
-
|
95
|
(95)
|
(100.0) %
|
Total
ceded loss and loss adjustment expenses
|
1,573
|
1,911
|
(338)
|
(17.7) %
|
|
|
|
|
|
Net
loss and loss adjustment expenses:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
5,135
|
4,971
|
164
|
3.3%
|
Losses
from catastrophes (2)
|
-
|
79
|
(79)
|
(100.0) %
|
Net
loss and loss adjustment expenses
|
5,135
|
5,050
|
85
|
1.7%
|
|
|
|
|
|
Commission
expense
|
4,604
|
4,021
|
583
|
14.5%
|
Other
underwriting expenses
|
4,039
|
3,389
|
650
|
19.2%
|
Other
operating expenses
|
530
|
468
|
62
|
13.2%
|
Depreciation
and amortization
|
262
|
267
|
(5)
|
(1.9) %
|
Total
expenses
|
14,570
|
13,195
|
1,375
|
10.4%
|
|
|
|
|
|
Income
from operations before taxes
|
5,258
|
3,461
|
1,797
|
51.9%
|
Provision
for income tax
|
1,797
|
1,115
|
682
|
61.2%
|
Net income
|
$3,461
|
$2,346
|
$1,115
|
47.5%
|
(2) For the three
months ended September 30, 2015, includes the effects of severe
winter weather (which we define as a catastrophe). We
define a “catastrophe” as an event or series of related
events that involve multiple first party policyholders, or an event
or series of events that produce a number of claims in excess of a
preset, per-event threshold of average claims in a specific area,
occurring within a certain amount of time constituting the event or
series of events. Catastrophes are caused by various natural
events including high winds, excessive rain, winter storms, severe
winter weather, tornadoes, hailstorms, wildfires, tropical storms,
and hurricanes.
|
Three
months ended September 30,
|
|||
|
2016
|
2015
|
Percentage
Point Change
|
Percent
Change
|
|
|
|
|
|
Key ratios:
|
|
|
|
|
Net
loss ratio
|
32.8%
|
38.5%
|
(5.7)
|
(14.8) %
|
Net
underwriting expense ratio
|
34.6%
|
34.3%
|
0.3
|
0.9%
|
Net
combined ratio
|
67.4%
|
72.8%
|
(5.4)
|
(7.4) %
|
Direct Written
Premiums
Direct written
premiums during the three months ended September 30, 2016
(“Q3-2016”) were $27,170,000 compared to $24,570,000
during the three months ended September 30, 2015
(“Q3-2015”). The increase of $2,600,000, or 10.6%, was
primarily due to an increase in policies in-force during Q3-2016 as
compared to Q3-2015. We wrote more new policies as a result of
continued demand for our products in the markets that we serve.
Policies in-force increased by 13.7% as of September 30, 2016
compared to September 30, 2015.
48
Our growth rate in direct
written premiums was dampened somewhat due to the slowing of growth
in our livery physical damage line of business. Effective October
1, 2014, we ceased writing of new policies in our commercial auto
line of business due to a history of poor underwriting results. In
February 2015, we made the decision to no longer offer renewals on
our existing commercial auto policies beginning with those that
expired on or after May 1, 2015.Policies-in-force in our continuing
lines of business increased by 14.2% as of September 30, 2016
compared to September 30, 2015.
Net Written Premiums and Net Premiums
Earned
The following table
details the quota share reinsurance ceding rates in effect during
Q3-2016 and Q3-2015. For purposes of the discussion herein, the
change in quota share ceding rates on July 1, 2015 will be referred
to as “the Cut-off”. This table should be referred to
in conjunction with the discussions for net written premiums, net
premiums earned, ceding commission revenue and net loss and loss
adjustment expenses that follow.
|
Three months ended
|
||
|
September 30,
|
||
|
2016
|
|
2015
|
|
("2016/2017 Treaty")
|
|
("2015/2016 Treaty")
|
|
|
|
|
Quota share reinsurance rates
|
|
|
|
Personal
lines
|
40%
|
|
40%
|
See
“Reinsurance” below for changes to our personal lines
quota share treaty effective July 1, 2016.
Net written
premiums decreased $4,105,000, or 19.2%, to $17,232,000 in Q3-2016
from $21,337,000 in Q3-2015. Net written premiums include direct
and assumed premiums, less the amount of written premiums ceded
under our reinsurance treaties (quota share, excess of loss, and
catastrophe). Our personal lines business is currently subject to a
quota share treaty. A reduction to the quota share percentage or
elimination of a quota share treaty will reduce our ceded written
premiums, which will result in a corresponding increase to our net
written premiums.
49
Change in quota share ceding rate
Effective July 1,
2015, we decreased the quota share ceding rate in our personal
lines quota share treaty from 55% to 40%. The Cut-off of this
treaty on July 1, 2015 resulted in a $5,866,000 return of unearned
premiums from our reinsurers that were previously ceded under the
expiring personal lines quota share treaty. We did not change our
quota share ceding rates on July 1, 2016, and accordingly, there
was no return of unearned premiums from our reinsurers (in contrast
with what occurred on July 1, 2015), thus creating a decrease in
net written premiums in Q3-2016 compared to Q4-2016. The table
below shows the effect of the $5,866,000 return of ceded premiums
on net written premiums for Q3-2016 and Q3-2015:
|
Three months ended September 30,
|
|||
($
in thousands)
|
2016
|
2015
|
Change
|
Percent
|
|
|
|
|
|
Net
written premiums
|
$17,232
|
$21,337
|
$(4,105)
|
(19.2) %
|
Return
of premiums previously ceded to prior quota share
treaties
|
-
|
5,866
|
(5,866)
|
na
|
Net
written premiums without the effect of the July 1, 2015
Cut-off
|
$17,232
|
$15,471
|
$1,761
|
11.4%
|
Without the
$5,866,000 effect of the Cut-off in Q3-2015, net written premiums
increased by $1,761,000, or 11.4%, in Q3-2016 compared to
Q3-2015.
The 2016/2017
Treaty and 2015/2016 Treaty are on a “net” of
catastrophe reinsurance basis, as opposed to the
“gross” arrangement that existed in periods before July
1, 2015. Under a “net” arrangement, all catastrophe
reinsurance coverage is now purchased directly by us, which
increases our ceded premium for that component.
Catastrophe reinsurance treaty
Most of the
premiums written under our personal lines are also subject to our
catastrophe treaty. An increase in our personal lines business
gives rise to more property exposure, which increases our exposure
to catastrophe risk; therefore, our premiums for catastrophe
insurance will increase. This results in an increase in premiums
ceded under our catastrophe treaty, which reduces net written
premiums. With the inception of our personal lines quota share
treaty being on a “net” basis effective July 1, 2015,
our catastrophe premiums are paid based on all of our direct
written premiums subject to the quota share, compared to
catastrophe premiums being paid only on the amount of written
premiums that we retained under the “gross” basis that
expired on June 30, 2015. As a result of the increase in our
personal lines business, ceded catastrophe premiums increased by
$120,000, or 5.2%, to $2,427,000 in Q3-2016 from $2,307,000 in
Q3-2015.
Excess of loss reinsurance treaty
An increase in
written premiums will also increase the premiums ceded under our
excess of loss treaties, which incrementally reduces our net
written premiums. In Q3-2016, our ceded excess of loss reinsurance
premiums increased by $38,000 over the ceded premiums for
Q3-2015.
Net premiums earned
Net premiums earned
increased $2,517,000, or 19.2%, to $15,646,000 in Q3-2016 from
$13,129,000 in Q3-2015. The decrease in our quota share ceding
percentage from the July 1, 2015 Cut-off gave us a $5,866,000
return of premiums previously ceded, which increased our net
premiums earned during the twelve month periods after the Cut-off.
In addition, as premiums written earn ratably over a twelve month
period, net premiums earned in 2016 increased due to the higher net
written premiums generated for the twelve months ended September
30, 2016 compared to the twelve months ended September 30,
2015.
50
Ceding Commission
Revenue
The following table
details the quota share provisional ceding commission rates in
effect during Q3-2016 and Q3-2015. This table should be referred to
in conjunction with the discussion for ceding commission revenue
that follows.
|
Three months ended
|
||
|
September 30, 2016
|
||
|
2016
|
|
2015
|
|
("2016/2017 Treaty")
|
("2015/2016 Treaty")
|
|
|
|
|
|
Quota share provisional ceding commission
rate
|
|
|
|
Personal lines
|
52%
|
|
55%
|
The following table
summarizes the changes in the components of ceding commission
revenue (in thousands) for the periods indicated:
|
Three months ended September 30,
|
|||
($ in thousands)
|
2016
|
2015
|
Change
|
Percent
|
|
|
|
|
|
Provisional
ceding commissions earned
|
$3,186
|
$2,854
|
$332
|
11.6%
|
|
|
|
|
|
Contingent
ceding commissions earned
|
|
|
|
|
Contingent
ceding commissions earned excluding
|
|
|
|
|
the
effect of catastrophes
|
(251)
|
(211)
|
(40)
|
19.0%
|
Effect
of catastrophes on ceding commissions earned
|
-
|
-
|
-
|
-
|
Contingent
ceding commissions earned
|
(251)
|
(211)
|
(40)
|
19.0%
|
|
|
|
|
|
Total
ceding commission revenue
|
$2,935
|
$2,643
|
$292
|
11.0%
|
Ceding commission
revenue was $2,935,000 in Q3-2016 compared to $2,643,000 in
Q3-2015. The increase of $292,000, or 11.0%, was due to an increase
in provisional ceding commissions earned, partially offset by a
decrease in contingent ceding commissions earned
Provisional Ceding Commissions
Earned
We receive a
provisional ceding commission based on ceded written premiums.
Under the terms of the 2016/2017 Treaty, the provisional ceding
commission rate decreased to 52% from 55% under the 2015/2016
Treaty. The $332,000 increase in provisional ceding commissions
earned is due to an increase in personal lines direct written
premiums subject to the quota share, partially offset by a decrease
in the provisional ceding commission rates under the 2016/2017
Treaty.
51
Contingent Ceding Commissions Earned
As a result of the
increase in the provisional ceding commission rates to 52% under
the 2016/2017 Treaty and 55% under the 2015/2016 Treaty beginning
July 1, 2015, from 40% under the 2014/2015 Treaty, we do not have
an opportunity to earn as much contingent ceding commissions. Under
the “net” treaty in effect as of July 1, 2015,
catastrophe losses in excess of the first $4,000,000 will fall
outside of the quota share treaty and such losses will not have an
impact on contingent ceding commissions, as was the case under
previous “gross” treaties. The new structure eliminates
the adverse impact that catastrophe losses above $4,000,000 would
have on contingent ceding commissions.
We receive a
contingent ceding commission based on a sliding scale in relation
to the losses incurred under our quota share treaties. The lower
the ceded loss ratio, the more contingent commission we receive.
The amount of contingent ceding commissions we are eligible to
receive under the personal lines quota share treaty detailed in the
table above that was in effect during Q3-2016 are subject to change
based on losses incurred from claims with accident dates beginning
July 1, 2016. The amount of contingent ceding commissions we are
eligible to receive under our prior years’ quota share
treaties is subject to change based on losses incurred related to
claims with accident dates before July 1, 2016 under those
treaties.
During Q3-2016 and
Q3-2015 there were no catastrophe losses to affect contingent
ceding commissions. See “Reinsurance” below for changes
to our personal lines quota share treaty effective July 1,
2016.
Net Investment
Income
Net investment
income was $709,000 in Q3-2016 compared to $649,000 in Q3-2015. The
increase of $60,000, or 9.2%, was due to an increase in average
invested assets in Q3-2016. The increase in cash and invested
assets resulted primarily from increased operating cash flows for
the period after September 30, 2015. The pre-tax equivalent
investment yield on estimated annual income, excluding cash, was
4.17% and 4.81% as of September 30, 2016 and 2015, respectively.
The decrease in the pre-tax equivalent investment yield is due to a
shift toward shorter duration investments, which inherently have a
lower yield. A reduction in interest rates resulted in an increase
to unrealized gains on our portfolio, which in turn reduced the
pre-tax equivalent investment yield.
Other Income
Other income was $297,000 in
Q3-2016 compared to $275,000 in Q3-2015. The increase of $22,000,
or 8.0%, was primarily due to an increase in installment and
finance fees earned in our insurance underwriting business.
Net Loss and LAE
Net loss and LAE
was $5,135,000 in Q3-2016 compared to $5,050,000 in Q3-2015. The
net loss ratio was 32.8% in Q3-2016 compared to 38.5% in Q3-2015, a
decrease of 5.7 percentage points. The following graphs summarize
the changes in the components of net loss ratio for the periods
indicated:
52
During Q3-2016, the
net loss ratio decreased compared to Q3-2015 due primarily to an
improvement in the core loss ratio excluding severe winter weather
and prior year loss development. The core loss ratio improved to
33.2% in Q3-2016, compared to 42.1% in Q3-2015, or an improvement
of 8.9 points. The improvement in the core loss ratio was driven by
a reduction in both claims frequency and the number of large claims
affecting claims severity in Q3-2016 compared to Q3-2015,
particularly for our personal lines business. In our personal lines
of business, claim frequency declined approximately 20% in 3Q-2016
compared to 3Q-2015, driving the overall improvement in core loss
ratio. Additionally, there was no additional impact in
Q3-2016 from severe winter weather. This compares to a
0.6 point impact from severe winter weather in
Q3-2015. Partially offsetting some of these
improvements was a reduction in the impact of prior year loss
development in Q3-2016. We recorded 0.4 points of
favorable development in 3Q-2016 compared to 4.2 points of
favorable prior year development in Q3-2015, or a reduction in the
favorable impact of 3.8 points. The impact of prior year
development has stabilized over the last several quarters, and the
decrease in its effect from Q3-2015 to Q3-2016 was not
unexpected. See table below under “Additional
Financial Information” summarizing net loss ratios by line of
business.
53
Commercial Auto Line of Business
Effective October
1, 2014 we decided to no longer accept applications for new
commercial auto coverage. The action was taken following a series
of underwriting and pricing measures which were intended to improve
the profitability of this line of business. The actions
taken did not yield the hoped for results. In February 2015, we
decided to no longer offer renewals to our existing commercial auto
policies beginning with those that expired on or after May 1, 2015.
As of September 30, 2016, we had no commercial auto policies in
force, compared to 238 policies in force as of September 30,
2015.
The decision to
exit this line of business has significantly reduced the adverse
impact that associated commercial auto liability claims will have
on our overall results. The following table displays the
impact that this decision has had on our loss and LAE reserves over
time:
|
Commercial Auto
|
|
Commercial Auto as a
|
|
As of
|
Number
of Open
Claims
|
Loss and
LAE
Reserves
|
Total Loss
and LAE
Reserves
|
Percentage of Total Loss and LAE Reserves
|
(in
thousands except number of open claims)
|
|
|||
|
|
|
|
|
December
31, 2013
|
170
|
$9,185
|
$34,503
|
26.6%
|
December
31, 2014
|
114
|
$8,126
|
$39,613
|
20.5%
|
December
31, 2015
|
68
|
$4,971
|
$39,877
|
12.5%
|
September
30, 2016
|
41
|
$2,470
|
$39,802
|
6.2%
|
Commercial auto
liability loss and LAE reserves account for a rapidly decreasing
percentage of our total loss and LAE reserves, and as of September
30, 2016 comprise 6.2% of our total loss and LAE reserves.
This line of business was historically subject to a high level of
uncertainty and volatility in claim emergence and loss development.
The exit from this line therefore significantly decreases the
uncertainty surrounding our overall reserve levels and reduces the
associated volatility in financial results.
Commission Expense
Commission expense
was $4,604,000 in Q3-2016 or 18.5% of direct earned premiums.
Commission expense was $4,021,000 in Q3-2015 or 18.9% of direct
earned premiums. The increase of $583,000 is due to the increase in
direct written premiums in Q3-2016 as compared to Q3-2015,
partially offset by a decrease in bonus commissions as a result of
adjustments to the bonus rate in Q3-2015. The decrease
in the percentage of commission expense to direct earned premiums
to 18.5% in Q3-2016 from 18.9% in Q3-2015 is due the decrease in
bonus commissions as described above, partially offset by a change
in the mix of business to lines of business with higher commission
rates.
54
Other Underwriting
Expenses
Other underwriting
expenses were $4,039,000 in Q3-2016 compared to $3,389,000 in
Q3-2015. The increase of $650,000, or 19.2%, in other underwriting
expenses was primarily due to expenses directly and indirectly
related to growth in direct written premiums. We are also incurring
expenses related to our efforts to expand into the other states in
which we recently obtained licensing (“Expansion
Expenses”). Expenses directly related to the increase in
direct written premiums primarily consist of underwriting expenses,
software usage fees and state premium taxes. Expenses indirectly
related to the increase in direct written premiums primarily
consist of salaries along with related other employment costs.
Expansion Expenses include salaries and employment costs,
professional fees, IT and data services. Salaries and employment
costs were $1,890,000 in Q3-2016 compared to $1,683,000 in Q3-2015.
The increase of $207,000, or 12.3%, was due to hiring of additional
staff to service our current level of business and anticipated
growth in volume. In addition, there were annual rate increases in
both salaries and the cost of employee benefits. Other underwriting
expenses as a percentage of direct written premiums increased to
14.9% in Q3-2016 from 13.8% in Q3-2015. Other underwriting expenses
as a percentage of direct earned premiums increased to 16.2% in
Q3-2016 from 16.0% in Q3-2015. Salaries and employment costs, which
accounted for 46.8% of other underwriting expenses in Q3-2016, and
49.7% of other underwriting expenses in 2015, were 7.6% of direct
earned premiums in Q3-2016, compared to 7.9% of direct earned
premiums in Q3-2015.
Our net
underwriting expense ratio in Q3-2016 was 34.6% compared with 34.3%
in Q3-2015. The following table shows the individual components of
our net underwriting expense ratio for the periods
indicated:
|
Three
months ended
|
|
|
|
September
30,
|
Percentage
|
|
|
2016
|
2015
|
Point
Change
|
|
|
|
|
Ceding
commission revenue - provisional
|
(20.3) %
|
(21.7) %
|
1.4
|
Ceding
commission revenue - contingent
|
1.6
|
1.6
|
-
|
Other
income
|
(1.9)
|
(2.0)
|
0.1
|
Acquistion
costs and other underwriting expenses:
|
|
|
|
Commission
expense
|
29.4
|
30.6
|
(1.2)
|
Other
underwriting expenses
|
25.9
|
25.8
|
0.1
|
Net
underwriting expense ratio
|
34.6%
|
34.3%
|
0.3
|
Other Operating
Expenses
Other operating
expenses, related to the expenses of our holding company, were
$530,000 in Q3-2016 compared to $468,000 in Q3-2015. The increase
in 2016 of $62,000, or 13.2%, was primarily due to an increase in
executive bonus compensation.
Depreciation and
Amortization
Depreciation and
amortization was $262,000 in Q3-2016 compared to $267,000 in
Q3-2015. The decrease of $5,000, or 1.9%, in depreciation and
amortization was primarily due to timing variations during the year
of newly purchased assets used to upgrade our systems
infrastructure and the Kingston, New York home office building from
which we operate.
Income Tax Expense
Income tax expense
in Q3-2016 was $1,797,000, which resulted in an effective tax rate
of 34.2%. Income tax expense in Q3-2015 was $1,115,000, which
resulted in an effective tax rate of 32.2%. Income before taxes was
$5,258,000 in Q3-2016 compared to $3,461,000 in Q3-2015. The
increase in the effective tax rate by 2.0 percentage points in 2016
is primarily a result of permanent tax true ups from 2015, offset
by an increase in benefits from various permanent
differences.
55
Net Income
Net income was
$3,461,000 in Q3-2016 compared to $2,346,000 in Q3-2015. The
increase in net income of $1,115,000, or 47.5%, was due to the
circumstances described above that caused the increase in our net
premiums earned, ceding commission revenue, net investment income,
and a decrease in our net loss ratio, partially offset by increases
in other underwriting expenses related to premium growth and other
operating expenses.
Additional
Financial Information
We operate our
business as one segment, property and casualty insurance. Within
this segment, we offer a wide array of property and casualty
policies to our producers. The following table summarizes gross and
net written premiums, net premiums earned, and net loss and loss
adjustment expenses by major product type, which were determined
based primarily on similar economic characteristics and risks of
loss.
56
|
For the Three Months Ended
|
For the Nine Months Ended
|
||
|
September 30,
|
September 30,
|
||
|
2016
|
2015
|
2016
|
2015
|
|
|
|
|
|
Gross
written premiums:
|
|
|
|
|
Personal
lines
|
$21,357,900
|
$19,145,024
|
$58,496,825
|
$50,346,928
|
Commercial
lines
|
3,111,308
|
3,075,096
|
9,916,605
|
9,376,315
|
Commercial
auto(2)
|
-
|
(42,630)
|
(5,023)
|
537,123
|
Livery
physical damage
|
2,640,531
|
2,342,470
|
7,792,984
|
6,800,527
|
Other(3)
|
59,637
|
63,481
|
188,399
|
199,912
|
Total
|
$27,169,376
|
$24,583,441
|
$76,389,790
|
$67,260,805
|
|
|
|
|
|
Net
written premiums:
|
|
|
|
|
Personal
lines
|
|
|
|
|
Excluding
the effect of quota share
|
|
|
|
|
adjustments
on July 1
|
$11,893,952
|
$10,271,498
|
$32,111,287
|
$23,443,844
|
Return of premiums previously ceded to
|
|
|
|
|
prior
quota share treaties
|
-
|
5,866,300
|
-
|
5,866,300
|
Personal
lines(1)
|
11,893,952
|
16,137,798
|
32,111,287
|
29,310,144
|
Commercial
lines
|
2,760,623
|
2,833,838
|
8,919,387
|
8,592,916
|
Commercial
auto(2)
|
(105,596)
|
(41,136)
|
(110,311)
|
487,735
|
Livery
physical damage
|
2,640,531
|
2,342,470
|
7,792,984
|
6,800,527
|
Other(3)
|
42,770
|
64,599
|
133,490
|
155,875
|
Total
|
$17,232,280
|
$21,337,569
|
$48,846,837
|
$45,347,197
|
|
|
|
|
|
Net
premiums earned:
|
|
|
|
|
Personal
lines(1)
|
$10,388,403
|
$8,171,882
|
$29,678,863
|
$20,371,281
|
Commercial
lines
|
2,828,473
|
2,616,290
|
8,282,020
|
7,481,031
|
Commercial
auto(2)
|
(105,596)
|
333,338
|
(10,567)
|
1,517,246
|
Livery
physical damage
|
2,487,975
|
1,962,121
|
7,106,718
|
4,882,588
|
Other(3)
|
46,926
|
45,973
|
131,697
|
128,972
|
Total
|
$15,646,181
|
$13,129,604
|
$45,188,731
|
$34,381,118
|
|
|
|
|
|
Net
loss and loss adjustment expenses:
|
|
|
|
|
Personal
lines
|
$2,383,297
|
$2,705,526
|
$13,069,461
|
$8,857,444
|
Commercial
lines
|
1,178,963
|
1,339,960
|
3,271,253
|
4,638,848
|
Commercial
auto(2)
|
(196,547)
|
8,122
|
(653,465)
|
585,658
|
Livery
physical damage
|
1,236,780
|
666,838
|
3,171,434
|
1,796,867
|
Other(3)
|
50,615
|
1,821
|
222,596
|
113,621
|
Unallocated
loss adjustment expenses
|
481,746
|
327,927
|
1,324,266
|
891,786
|
Total
|
$5,134,854
|
$5,050,194
|
$20,405,545
|
$16,884,224
|
|
|
|
|
|
Net
loss ratio:
|
|
|
|
|
Personal
lines
|
22.9%
|
33.1%
|
44.0%
|
43.5%
|
Commercial
lines
|
41.7%
|
51.2%
|
39.5%
|
62.0%
|
Commercial
auto(2)
|
na
|
2.4%
|
na
|
38.6%
|
Livery
physical damage
|
49.7%
|
34.0%
|
44.6%
|
36.8%
|
Other(3)
|
107.9%
|
4.0%
|
169.0%
|
88.1%
|
Total
|
32.8%
|
38.5%
|
45.2%
|
49.1%
|
(1)
See discussions
above for Net Written Premiums and Net Premiums Earned, related to
change in quota share ceding rate and change in catastrophe
reinsurance from “gross” basis to “net”
basis.
(2)
Effective October
1, 2014 we decided to no longer accept applications for new
commercial auto coverage. In February 2015, we decided to no
longer offer renewals to our existing commercial auto policies
beginning with those that expired on or after May 1,
2015
57
(3)
“Other”
includes, among other things, premiums and loss and loss adjustment
expenses from our participation in a mandatory state joint
underwriting association.
Insurance
Underwriting Business on a Standalone Basis
Our insurance
underwriting business reported on a standalone basis for the
periods indicated is as follows:
|
Three months ended
|
Nine months ended
|
||
|
September 30,
|
September 30,
|
||
|
2016
|
2015
|
2016
|
2015
|
|
|
|
|
|
Revenues
|
|
|
|
|
Net
premiums earned
|
$15,646,181
|
$13,129,604
|
$45,188,731
|
$34,381,118
|
Ceding
commission revenue
|
2,934,928
|
2,643,531
|
8,274,290
|
9,388,457
|
Net
investment income
|
709,072
|
649,441
|
2,286,199
|
1,850,069
|
Net
realized gain (loss) on investments
|
241,035
|
(40,487)
|
604,903
|
(105,718)
|
Other
income
|
294,373
|
268,698
|
820,472
|
721,087
|
Total
revenues
|
19,825,589
|
16,650,787
|
57,174,595
|
46,235,013
|
|
|
|
|
|
Expenses
|
|
|
|
|
Loss
and loss adjustment expenses
|
5,134,854
|
5,050,194
|
20,405,545
|
16,884,224
|
Commission
expense
|
4,603,755
|
4,021,383
|
13,400,029
|
11,033,874
|
Other
underwriting expenses
|
4,039,209
|
3,389,024
|
10,981,784
|
9,349,842
|
Depreciation
and amortization
|
262,097
|
266,578
|
834,519
|
747,118
|
Total
expenses
|
14,039,915
|
12,727,179
|
45,621,877
|
38,015,058
|
|
|
|
|
|
Income
from operations
|
5,785,674
|
3,923,608
|
11,552,718
|
8,219,955
|
Income
tax expense
|
2,036,650
|
1,282,497
|
3,881,232
|
2,678,834
|
Net
income
|
$3,749,024
|
$2,641,111
|
$7,671,486
|
$5,541,121
|
|
|
|
|
|
Key Measures:
|
|
|
|
|
Net
loss ratio
|
32.8%
|
38.5%
|
45.2%
|
49.1%
|
Net
underwriting expense ratio
|
34.6%
|
34.3%
|
33.8%
|
29.9%
|
Net
combined ratio
|
67.4%
|
72.8%
|
79.0%
|
79.0%
|
|
|
|
|
|
Reconciliation
of net underwriting expense ratio:
|
|
|
|
|
Acquisition
costs and other
|
|
|
|
|
underwriting
expenses
|
$8,642,964
|
$7,410,407
|
$24,381,813
|
$20,383,716
|
Less:
Ceding commission revenue
|
(2,934,928)
|
(2,643,531)
|
(8,274,290)
|
(9,388,457)
|
Less:
Other income
|
(294,373)
|
(268,698)
|
(820,472)
|
(721,087)
|
Net
underwriting expenses
|
$5,413,663
|
$4,498,178
|
$15,287,051
|
$10,274,172
|
|
|
|
|
|
Net
premiums earned
|
$15,646,181
|
$13,129,604
|
$45,188,731
|
$34,381,118
|
|
|
|
|
|
Net
Underwriting Expense Ratio
|
34.6%
|
34.3%
|
33.8%
|
29.9%
|
58
An analysis of our
direct, assumed and ceded earned premiums, loss and loss adjustment
expenses, and loss ratios is shown below:
|
Direct
|
Assumed
|
Ceded
|
Net
|
|
|
|
|
|
Nine months ended September 30, 2016
|
|
|
|
|
Written
premiums
|
$76,375,159
|
$14,631
|
$(27,542,953)
|
$48,846,837
|
Change
in unearned premiums
|
(4,875,664)
|
2,058
|
1,215,500
|
(3,658,106)
|
Earned
premiums
|
$71,499,495
|
$16,689
|
$(26,327,453)
|
$45,188,731
|
|
|
|
|
|
Loss
and loss adjustment expenses exluding
|
|
|
|
|
the
effect of catastrophes
|
$26,712,184
|
$32,521
|
$(7,741,637)
|
$19,003,068
|
Catastrophe
loss
|
2,337,461
|
-
|
(934,984)
|
1,402,477
|
Loss
and loss adjustment expenses
|
$29,049,645
|
$32,521
|
$(8,676,621)
|
$20,405,545
|
|
|
|
|
|
Loss
ratio excluding the effect of catastrophes
|
37.4%
|
194.9%
|
29.4%
|
42.1%
|
Catastrophe
loss
|
3.3%
|
0.0%
|
3.5%
|
3.1%
|
Loss
ratio
|
40.7%
|
194.9%
|
32.9%
|
45.2%
|
|
|
|
|
|
Nine months ended September 30, 2015
|
|
|
|
|
Written
premiums
|
$67,225,990
|
$34,815
|
$(21,913,608)
|
$45,347,197
|
Change
in unearned premiums
|
(6,984,651)
|
1,362
|
(3,982,790)
|
(10,966,079)
|
Earned
premiums
|
$60,241,339
|
$36,177
|
$(25,896,398)
|
$34,381,118
|
|
|
|
|
|
Loss
and loss adjustment expenses exluding
|
|
|
|
|
the
effect of catastrophes
|
$23,162,707
|
$101,782
|
$(8,470,858)
|
$14,793,631
|
Catastrophe
loss
|
4,645,762
|
-
|
(2,555,169)
|
2,090,593
|
Loss
and loss adjustment expenses
|
$27,808,469
|
$101,782
|
$(11,026,027)
|
$16,884,224
|
|
|
|
|
|
Loss
ratio excluding the effect of catastrophes
|
38.5%
|
281.3%
|
32.7%
|
43.0%
|
Catastrophe
loss
|
7.7%
|
0.0%
|
9.9%
|
6.1%
|
Loss
ratio
|
46.2%
|
281.3%
|
42.6%
|
49.1%
|
|
|
|
|
|
Three months ended September 30, 2016
|
|
|
|
|
Written
premiums
|
$27,170,743
|
$(1,367)
|
$(9,937,096)
|
$17,232,280
|
Change
in unearned premiums
|
(2,302,119)
|
(1,479)
|
717,499
|
(1,586,099)
|
Earned
premiums
|
$24,868,624
|
$(2,846)
|
$(9,219,597)
|
$15,646,181
|
|
|
|
|
|
Loss
and loss adjustment expenses exluding
|
|
|
|
|
the
effect of catastrophes
|
$6,705,294
|
$2,226
|
$(1,572,666)
|
$5,134,854
|
Catastrophe
loss
|
-
|
-
|
-
|
-
|
Loss
and loss adjustment expenses
|
$6,705,294
|
$2,226
|
$(1,572,666)
|
$5,134,854
|
|
|
|
|
|
Loss
ratio excluding the effect of catastrophes
|
27.0%
|
-78.2%
|
17.1%
|
32.8%
|
Catastrophe
loss
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
Loss
ratio
|
27.0%
|
-78.2%
|
17.1%
|
32.8%
|
|
|
|
|
|
Three months ended September 30, 2015
|
|
|
|
|
Written
premiums
|
$24,570,496
|
$12,945
|
$(3,245,871)
|
$21,337,570
|
Change
in unearned premiums
|
(3,330,333)
|
(1,015)
|
(4,876,618)
|
(8,207,966)
|
Earned
premiums
|
$21,240,163
|
$11,930
|
$(8,122,489)
|
$13,129,604
|
|
|
|
|
|
Loss
and loss adjustment expenses exluding
|
|
|
|
|
the
effect of catastrophes
|
$6,756,876
|
$31,056
|
$(1,815,970)
|
$4,971,962
|
Catastrophe
loss
|
173,849
|
-
|
(95,617)
|
78,232
|
Loss
and loss adjustment expenses
|
$6,930,725
|
$31,056
|
$(1,911,587)
|
$5,050,194
|
|
|
|
|
|
Loss
ratio excluding the effect of catastrophes
|
31.8%
|
260.3%
|
22.4%
|
37.9%
|
Catastrophe
loss
|
0.8%
|
0.0%
|
1.2%
|
0.6%
|
Loss
ratio
|
32.6%
|
260.3%
|
23.6%
|
38.5%
|
59
The key measures
for our insurance underwriting business for the periods indicated
are as follows:
|
Three months ended
|
Nine months ended
|
||
|
September 30,
|
September 30,
|
||
|
2016
|
2015
|
2016
|
2015
|
|
|
|
|
|
Net
premiums earned
|
$15,646,181
|
$13,129,604
|
$45,188,731
|
$34,381,118
|
Ceding
commission revenue (1)
|
2,934,928
|
2,643,531
|
8,274,290
|
9,388,457
|
Other
income
|
294,373
|
268,698
|
820,472
|
721,087
|
|
|
|
|
|
Loss
and loss adjustment expenses (2)
|
5,134,854
|
5,050,194
|
20,405,545
|
16,884,224
|
|
|
|
|
|
Acquistion
costs and other underwriting expenses:
|
|
|
|
|
Commission
expense
|
4,603,755
|
4,021,383
|
13,400,029
|
11,033,874
|
Other
underwriting expenses
|
4,039,209
|
3,389,024
|
10,981,784
|
9,349,842
|
Total
acquistion costs and other
|
|
|
|
|
underwriting
expenses
|
8,642,964
|
7,410,407
|
24,381,813
|
20,383,716
|
|
|
|
|
|
Underwriting
income
|
$5,097,664
|
$3,581,232
|
$9,496,135
|
$7,222,722
|
|
|
|
|
|
Key
Measures:
|
|
|
|
|
Net
loss ratio excluding the effect of catastrophes
|
32.8%
|
37.9%
|
42.1%
|
43.0%
|
Effect
of catastrophe loss on net loss ratio (2) (3)
|
0.0%
|
0.6%
|
3.1%
|
6.1%
|
Net
loss ratio
|
32.8%
|
38.5%
|
45.2%
|
49.1%
|
|
|
|
|
|
Net
underwriting expense ratio excluding the
|
|
|
|
|
effect
of catastrophes
|
34.6%
|
34.3%
|
33.8%
|
26.2%
|
Effect
of catastrophe loss on net underwriting
|
|
|
|
|
expense
ratio (1) (2) (3)
|
0.0%
|
0.0%
|
0.0%
|
3.7%
|
Net
underwriting expense ratio
|
34.6%
|
34.3%
|
33.8%
|
29.9%
|
|
|
|
|
|
Net
combined ratio excluding the effect
|
|
|
|
|
of
catastrophes
|
67.4%
|
72.2%
|
75.9%
|
69.2%
|
Effect
of catastrophe loss on net combined
|
|
|
|
|
ratio
(1) (2) (3)
|
0.0%
|
0.6%
|
3.1%
|
9.8%
|
Net
combined ratio
|
67.4%
|
72.8%
|
79.0%
|
79.0%
|
|
|
|
|
|
Reconciliation
of net underwriting expense ratio:
|
|
|
|
|
Acquisition
costs and other
|
|
|
|
|
underwriting
expenses
|
$8,642,964
|
$7,410,407
|
$24,381,813
|
$20,383,716
|
Less:
Ceding commission revenue (1)
|
(2,934,928)
|
(2,643,531)
|
(8,274,290)
|
(9,388,457)
|
Less:
Other income
|
(294,373)
|
(268,698)
|
(820,472)
|
(721,087)
|
|
$5,413,663
|
$4,498,178
|
$15,287,051
|
$10,274,172
|
|
|
|
|
|
Net
earned premium
|
$15,646,181
|
$13,129,604
|
$45,188,731
|
$34,381,118
|
|
|
|
|
|
Net
Underwriting Expense Ratio
|
34.6%
|
34.3%
|
33.8%
|
29.9%
|
(1) For the nine
months ended September 30, 2016 and 2015, the effect of severe
winter weather, defined as a catastrophe, reduced contingent ceding
commission revenue by $-0- and $1,280,521, respectively. For the
three months ended September 30, 2016 and 2015, there was no effect
from severe winter weather, defined as a catastrophe, on contingent
ceding commission.
60
(2) For the nine
months ended September 30, 2016 and 2015, includes the sum of net
catastrophe losses and loss adjustment expenses of $1,402,477 and
$2,090,593, respectively, resulting from severe winter weather. For
the three months ended September 30, 2016 and 2015, includes the
sum of net catastrophe losses and loss adjustment expenses of $-0-
and $78,232, respectively, resulting from severe winter
weather.
(3) For the nine
months ended September 30, 2016 and 2015, the effect of
catastrophe loss from severe winter weather on our net combined
ratio only includes the direct effects of loss and loss adjustment
expenses and ceding commission revenue and does not include the
indirect effects of a $84,149 and $324,906, respectively, decrease
in other underwriting expenses. For the three months ended
September 30, 2016 and 2015, the effect of catastrophe loss from
severe winter weather on our net combined ratio includes the direct
effects of loss and loss adjustment expenses and ceding commission
revenue and there were no indirect effects in other underwriting
expenses.
Investments
Portfolio Summary
The following table
presents a breakdown of the amortized cost, fair value and
unrealized gains and losses by investment type as of September 30,
2016 and December 31, 2015:
Available-for-Sale
Securities
|
September 30, 2016
|
|||||
|
|
|
|
|
|
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
|
% of
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Fair
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
Value
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
$8,094,036
|
$465,453
|
$(4,564)
|
$-
|
$8,554,925
|
9.4%
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
51,884,984
|
1,613,713
|
(45,063)
|
(47,332)
|
53,406,302
|
58.4%
|
|
|
|
|
|
|
|
Residential
mortgage backed
|
|
|
|
|
|
|
securities
|
18,938,428
|
243,487
|
(54,967)
|
(9,222)
|
19,117,726
|
20.9%
|
Total
fixed-maturity securities
|
78,917,448
|
2,322,653
|
(104,594)
|
(56,554)
|
81,078,953
|
88.7%
|
Equity
Securities
|
9,978,137
|
591,377
|
(149,741)
|
(56,071)
|
10,363,702
|
11.3%
|
Total
|
$88,895,585
|
$2,914,030
|
$(254,335)
|
$(112,625)
|
$91,442,655
|
100.0%
|
|
December 31, 2015
|
|||||
|
|
|
|
|
|
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
|
% of
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Fair
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
Value
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
$12,139,793
|
$431,194
|
$(15,889)
|
$-
|
$12,555,098
|
17.5%
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
45,078,044
|
490,444
|
(512,427)
|
(99,593)
|
44,956,468
|
62.7%
|
|
|
|
|
|
|
|
Residential
mortgage backed
|
|
|
|
|
|
|
securities
|
5,003,292
|
48,375
|
(61,169)
|
-
|
4,990,498
|
7.0%
|
Total
fixed-maturity securities
|
62,221,129
|
970,013
|
(589,485)
|
(99,593)
|
62,502,064
|
87.2%
|
Equity
Securities
|
8,751,537
|
585,776
|
(103,721)
|
(29,322)
|
9,204,270
|
12.8%
|
Total
|
$70,972,666
|
$1,555,789
|
$(693,206)
|
$(128,915)
|
$71,706,334
|
100.0%
|
61
Held-to-Maturity
Securities
|
September 30, 2016
|
|||||
|
|
|
|
|
|
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
|
% of
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Fair
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
Value
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$606,417
|
$147,622
|
$-
|
$-
|
$754,039
|
13.7%
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
1,349,988
|
101,599
|
-
|
-
|
1,451,587
|
26.5%
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
3,138,050
|
170,747
|
-
|
(31,688)
|
3,277,109
|
59.8%
|
|
|
|
|
|
|
|
Total
|
$5,094,455
|
$419,968
|
$-
|
$(31,688)
|
$5,482,735
|
100.0%
|
|
December 31, 2015
|
|||||
|
|
|
|
|
|
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
|
% of
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Fair
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
Value
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$606,389
|
$147,650
|
$-
|
$-
|
$754,039
|
14.4%
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
1,417,679
|
70,284
|
-
|
(54,189)
|
1,433,774
|
27.4%
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
3,114,804
|
82,265
|
(17,980)
|
(125,807)
|
3,053,282
|
58.2%
|
|
|
|
|
|
|
|
Total
|
$5,138,872
|
$300,199
|
$(17,980)
|
$(179,996)
|
$5,241,095
|
100.0%
|
U.S. Treasury
securities included in held-to-maturity securities are held in
trust pursuant to the New York State Department of Financial
Services’ minimum funds requirement.
A summary of the
amortized cost and fair value of the Company’s investments in
held-to-maturity securities by contractual maturity as of September
30, 2016 and December 31, 2015 is shown below:
|
September 30, 2016
|
December 31, 2015
|
||
|
Amortized
|
|
Amortized
|
|
Remaining Time to
Maturity
|
Cost
|
Fair Value
|
Cost
|
Fair Value
|
|
|
|
|
|
Less
than one year
|
$-
|
$-
|
$-
|
$-
|
One
to five years
|
650,000
|
658,165
|
500,000
|
496,245
|
Five
to ten years
|
3,838,038
|
4,070,530
|
4,032,483
|
3,990,811
|
More
than 10 years
|
606,417
|
754,040
|
606,389
|
754,039
|
Total
|
$5,094,455
|
$5,482,735
|
$5,138,872
|
$5,241,095
|
62
Credit Rating of Fixed-Maturity
Securities
The table below
summarizes the credit quality of our available-for-sale
fixed-maturity securities as of September 30, 2016 and December 31,
2015 as rated by Standard & Poor’s (or, if unavailable
from Standard & Poor’s, then Moody’s or
Fitch):
|
September 30, 2016
|
December 31, 2015
|
||
|
|
Percentage of
|
|
Percentage of
|
|
Fair Market
|
Fair Market
|
Fair Market
|
Fair Market
|
|
Value
|
Value
|
Value
|
Value
|
|
|
|
|
|
Rating
|
|
|
|
|
U.S.
Treasury securities
|
$-
|
0.0%
|
$-
|
0.0%
|
|
|
|
|
|
Corporate
and municipal bonds
|
|
|
|
|
AAA
|
1,855,056
|
2.3%
|
2,218,147
|
3.5%
|
AA
|
8,098,527
|
10.0%
|
9,060,781
|
14.5%
|
A
|
18,950,930
|
23.4%
|
10,639,888
|
17.0%
|
BBB
|
33,056,715
|
40.8%
|
35,592,750
|
57.1%
|
Total
corporate and municipal bonds
|
61,961,228
|
76.5%
|
57,511,566
|
92.1%
|
|
|
|
|
|
Residential
mortgage backed securities
|
|
|
|
|
AAA
|
14,345,988
|
17.6%
|
-
|
0.0%
|
A
|
196,166
|
0.2%
|
216,077
|
0.3%
|
CCC
|
3,163,425
|
3.9%
|
457,889
|
0.7%
|
CC
|
131,777
|
0.2%
|
402,558
|
0.6%
|
D
|
1,280,369
|
1.6%
|
3,913,974
|
6.3%
|
Total
residential mortgage backed securities
|
19,117,725
|
23.5%
|
4,990,498
|
7.9%
|
|
|
|
|
|
Total
|
$81,078,953
|
100.0%
|
$62,502,064
|
100.0%
|
The table below
summarizes the average yield by type of fixed-maturity security as
of September 30, 2016 and December 31, 2015:
Category
|
September 30, 2016
|
December 31, 2015
|
U.S.
Treasury securities and
|
|
|
obligations
of U.S. government
|
|
|
corporations
and agencies
|
3.44%
|
3.44%
|
|
|
|
Political
subdivisions of States,
|
|
|
Territories
and Possessions
|
3.72%
|
3.55%
|
|
|
|
Corporate
and other bonds
|
|
|
Industrial
and miscellaneous
|
3.75%
|
4.28%
|
|
|
|
Residential
mortgage backed securities
|
3.79%
|
6.24%
|
|
|
|
Total
|
3.75%
|
4.26%
|
63
The table below
lists the weighted average maturity and effective duration in years
on our fixed-maturity securities as of September 30, 2016 and
December 31, 2015:
|
September 30, 2016
|
December 31, 2015
|
Weighted
average effective maturity
|
4.9
|
5.5
|
|
|
|
Weighted
average final maturity
|
8.4
|
7.3
|
|
|
|
Effective
duration
|
4.2
|
4.9
|
Fair Value Consideration
As disclosed in
Note 4 to the Condensed Consolidated Financial Statements, with
respect to “Fair Value Measurements,” we define fair
value as the price that would be received to sell an asset or paid
to transfer a liability in a transaction involving identical or
comparable assets or liabilities between market participants (an
“exit price”). The fair value hierarchy distinguishes
between inputs based on market data from independent sources
(“observable inputs”) and a reporting entity’s
internal assumptions based upon the best information available when
external market data is limited or unavailable (“unobservable
inputs”). The fair value hierarchy prioritizes fair value
measurements into three levels based on the nature of the inputs.
Quoted prices in active markets for identical assets have the
highest priority (“Level 1”), followed by observable
inputs other than quoted prices including prices for similar but
not identical assets or liabilities (“Level 2”), and
unobservable inputs, including the reporting entity’s
estimates of the assumption that market participants would use,
having the lowest priority (“Level 3”). As of September
30, 2016 and December 31, 2015, 63% and 66%, respectively, of the
investment portfolio recorded at fair value was priced based upon
quoted market prices.
As more fully
described in Note 3 to our Condensed Consolidated Financial
Statements, “Investments—Impairment Review,” we
completed a detailed review of all our securities in a continuous
loss position as of September 30, 2016 and December 31, 2015. As of
September 30, 2016 our held-to-maturity debt securities included an
investment in one bond issued by the Commonwealth of Puerto Rico
(“PR”). In July 2016, PR defaulted on its interest
payment to bondholders. Due to the credit deterioration of PR, we
recorded a credit loss component of other-than-temporary impairment
(“OTTI”) on this investment as of June 30, 2016. For
the nine months ended September 30, 2016, the full amount of the
write-down was recognized as a credit component of OTTI in the
amount of $69,911 and is included as a reduction to net realized
gains in the condensed consolidated statements of income and
comprehensive income. We concluded that the other unrealized losses
in these asset classes are temporary in nature and the result of a
decrease in value due to technical spread widening and broader
market sentiment, rather than fundamental collateral
deterioration.
The table below
summarizes the gross unrealized losses of our fixed-maturity
securities available-for-sale and equity securities by length of
time the security has continuously been in an unrealized loss
position as of September 30, 2016 and December 31,
2015:
64
|
September 30, 2016
|
|||||||
|
Less than 12 months
|
12 months or more
|
Total
|
|||||
|
|
|
No. of
|
|
|
No. of
|
Aggregate
|
|
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Category
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
|
|
|
|
|
|
|
|
|
Fixed-Maturity Securities:
|
|
|
|
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
|
|
|
|
States,
Territories and
|
|
|
|
|
|
|
|
|
Possessions
|
$330,141
|
$(4,564)
|
1
|
$-
|
$-
|
-
|
$330,141
|
$(4,564)
|
|
|
|
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
|
|
|
|
miscellaneous
|
7,829,356
|
(45,063)
|
13
|
716,422
|
(47,332)
|
2
|
8,545,778
|
(92,395)
|
|
|
|
|
|
|
|
|
|
Residential
mortgage
|
|
|
|
|
|
|
|
|
backed
securities
|
2,444,402
|
(54,967)
|
13
|
396,682
|
(9,222)
|
2
|
2,841,084
|
(64,189)
|
|
|
|
|
|
|
|
|
|
Total
fixed-maturity
|
|
|
|
|
|
|
|
|
securities
|
$10,603,899
|
$(104,594)
|
27
|
$1,113,104
|
$(56,554)
|
4
|
$11,717,003
|
$(161,148)
|
|
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
Preferred
stocks
|
$1,797,900
|
$(35,823)
|
4
|
$675,250
|
$(56,071)
|
1
|
$2,473,150
|
$(91,894)
|
Common
stocks
|
603,500
|
(113,918)
|
1
|
-
|
-
|
-
|
603,500
|
(113,918)
|
|
|
|
|
|
|
|
|
|
Total
equity securities
|
$2,401,400
|
$(149,741)
|
5
|
$675,250
|
$(56,071)
|
1
|
$3,076,650
|
$(205,812)
|
|
|
|
|
|
|
|
|
|
Total
|
$13,005,299
|
$(254,335)
|
32
|
$1,788,354
|
$(112,625)
|
5
|
$14,793,653
|
$(366,960)
|
65
|
December 31, 2015
|
|||||||
|
Less than 12 months
|
12 months or more
|
Total
|
|||||
|
|
|
No. of
|
|
|
No. of
|
Aggregate
|
|
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Category
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
|
|
|
|
|
|
|
|
|
Fixed-Maturity Securities:
|
|
|
|
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
|
|
|
|
States,
Territories and
|
|
|
|
|
|
|
|
|
Possessions
|
$1,432,005
|
$(15,889)
|
4
|
$-
|
$-
|
-
|
$1,432,005
|
$(15,889)
|
|
|
|
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
|
|
|
|
miscellaneous
|
18,424,609
|
(512,427)
|
32
|
636,093
|
(99,593)
|
2
|
19,060,702
|
(612,020)
|
|
|
|
|
|
|
|
|
|
Residential
mortgage
|
|
|
|
|
|
|
|
|
backed
securities
|
2,413,980
|
(61,169)
|
12
|
-
|
-
|
-
|
2,413,980
|
(61,169)
|
|
|
|
|
|
|
|
|
|
Total
fixed-maturity
|
|
|
|
|
|
|
|
|
securities
|
$22,270,594
|
$(589,485)
|
48
|
$636,093
|
$(99,593)
|
2
|
$22,906,687
|
$(689,078)
|
|
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
Preferred
stocks
|
$-
|
$-
|
-
|
$702,000
|
$(29,322)
|
1
|
$702,000
|
$(29,322)
|
Common
stocks
|
2,538,900
|
(103,721)
|
6
|
-
|
-
|
-
|
2,538,900
|
(103,721)
|
|
|
|
|
|
|
|
|
|
Total
equity securities
|
$2,538,900
|
$(103,721)
|
6
|
$702,000
|
$(29,322)
|
1
|
$3,240,900
|
$(133,043)
|
|
|
|
|
|
|
|
|
|
Total
|
$24,809,494
|
$(693,206)
|
54
|
$1,338,093
|
$(128,915)
|
3
|
$26,147,587
|
$(822,121)
|
66
There were 37
securities at September 30, 2016 that accounted for the gross
unrealized loss, none of which were deemed by us to be other than
temporarily impaired. There were 57 securities at December 31, 2015
that accounted for the gross unrealized loss, none of which were
deemed by us to be other than temporarily impaired. Significant
factors influencing our determination that unrealized losses were
temporary included the magnitude of the unrealized losses in
relation to each security’s cost, the nature of the
investment and management’s intent not to sell these
securities and it being not more likely than not that we will be
required to sell these investments before anticipated recovery of
fair value to our cost basis.
Liquidity and Capital
Resources
Cash Flows
The primary sources
of cash flow are from our insurance underwriting subsidiary, KICO,
and include direct premiums written, ceding commissions from our
quota share reinsurers, loss recovery payments from our reinsurers,
investment income and proceeds from the sale or maturity of
investments. Funds are used by KICO for ceded premium payments to
reinsurers, which are paid on a net basis after subtracting losses
paid on reinsured claims and reinsurance commissions. KICO also
uses funds for loss payments and loss adjustment expenses on our
net business, commissions to producers, salaries and other
underwriting expenses as well as to purchase investments and fixed
assets.
In April 2016 we
sold 595,238 newly issued shares of our common stock to
RenaissanceRe Ventures Ltd., a subsidiary of RenaissanceRe Holdings
Ltd. (NYSE:RNR) (“RenaissanceRe”), in a private
placement. RenaissanceRe is a global provider of catastrophe and
specialty reinsurance and insurance. The new common shares were
sold to RenaissanceRe at a price of $8.40 per share. We received
net proceeds of approximately $4,802,000 from the private
placement. In June 2016, we invested $3,000,000 of the proceeds in
KICO as additional surplus to support its continued growth. We
intend to use the remaining net proceeds of the offering to support
the continued growth of KICO, and for general corporate
purposes.
Through the quarter
ended September 30, 2016, the primary sources of cash flow for our
holding company are dividends received from KICO, subject to
statutory restrictions. For the nine months ended
September 30, 2016, KICO paid dividends of $1,450,000 to
us.
If the
aforementioned sources of cash flow currently available are
insufficient to cover our holding company cash requirements, we
will seek to obtain additional financing.
Our reconciliation
of net income to net cash provided by operations is generally
influenced by the collection of premiums in advance of paid losses,
the timing of reinsurance, issuing company settlements and loss
payments.
67
Cash flow and
liquidity are categorized into three sources: (1) operating
activities; (2) investing activities; and (3) financing
activities, which are shown in the following table:
Nine Months Ended September 30,
|
2016
|
2015
|
|
|
|
Cash
flows provided by (used in):
|
|
|
Operating
activities
|
$13,474,432
|
$12,724,166
|
Investing
activities
|
(17,855,522)
|
(14,576,723)
|
Financing
activities
|
3,260,405
|
(1,322,692)
|
Net decrease in cash and cash equivalents
|
(1,120,685)
|
(3,175,249)
|
Cash
and cash equivalents, beginning of period
|
13,551,372
|
9,906,878
|
Cash and cash equivalents, end of period
|
$12,430,687
|
$6,731,629
|
Net cash provided
by operating activities was $13,474,000 in 2016 as compared to
$12,724,000 provided in 2015. The $750,000 increase in cash flows
provided by operating activities in 2016 was primarily a result of
an increase in cash arising from net fluctuations in assets and
liabilities relating to operating activities of KICO as affected by
the growth in its operations which are described above, and an
increase in net income (adjusted for non-cash items) of
$526,000.
Net cash used in
investing activities was $17,856,000 in 2016 compared to
$14,577,000 used in 2015. The $3,279,000 increase in cash used in
investing activities is the result of a $23,286,000 increase in
acquisitions of invested assets, a $645,000 reduction in the amount
of fixed asset acquisitions in 2016 and collection of a $250,000
note receivable included in other assets, offset by a $19,116,000
increase in sales or maturities of invested assets.
Net cash provided
by financing activities was $3,260,000 in 2016 compared to
$1,323,000 used in 2015. The $4,583,000 increase in cash provided
by financing activities is the result of the $4,802,000 net
proceeds we received from the private placement of our common stock
in April 2016 and a $91,000 decrease in the purchase of treasury
stock, offset partially by a $348,000 increase in dividends paid
due an increase in the dividend rate and shares
outstanding.
Reinsurance
Our quota share
reinsurance treaties are on a July 1 through June 30 fiscal year
basis; therefore, for year to date fiscal periods after June 30,
two separate treaties will be included in such
periods.
Our quota share
reinsurance treaties in effect for the nine months ended September
30, 2016 for our personal lines business, which primarily consists
of homeowners’ policies, were covered under the 2015/2016
Treaty and the 2016/2017 Treaty. Our quota share reinsurance
treaties in effect for the nine months ended September 30, 2015 for
our personal lines business, which primarily consists of
homeowners’ policies, were covered under the 2014/2015 Treaty
and the 2015/2016 Treaty.
Our personal lines
quota share treaty that covered the July 1, 2013/June 30, 2014
treaty year was a two year treaty that expired on June 30, 2015.
Effective July 1, 2014, we exercised our contractual option to
reduce the ceding percentage in the personal lines quota share
treaty from 75% to 55%.
Our 2014/2015
Treaty, 2015/2016 Treaty and 2016/2017 Treaty provide for the
following material terms:
68
|
Treaty Year
|
||
|
July 1, 2016
|
July 1, 2015
|
July 1, 2014
|
|
to
|
to
|
to
|
Line of Busines
|
June 30, 2017
|
June 30, 2016
|
June 30, 2015
|
|
|
|
|
Personal Lines:
|
|
|
|
Homeowners,
dwelling fire and canine legal liability
|
|
|
|
Quota
share treaty:
|
|
|
|
Percent
ceded
|
40%
|
40%
|
55%
|
Risk
retained
|
$500,000
|
$450,000
|
$360,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
$833,333
|
$750,000
|
$800,000
|
Excess
of loss coverage above quota share coverage
|
$3,666,667
|
$3,750,000
|
$3,200,000
|
|
in
excess of
|
in
excess of
|
in
excess of
|
|
$833,333
|
$750,000
|
$800,000
|
Total
reinsurance coverage per occurrence
|
$4,000,000
|
$4,050,000
|
$3,640,000
|
Losses
per occurrence subject to reinsurance coverage
|
$4,500,000
|
$4,500,000
|
$4,000,000
|
Expiration
date
|
June
30, 2017
|
June
30, 2016
|
June
30, 2015
|
|
|
|
|
Personal
Umbrella
|
|
|
|
Quota
share treaty:
|
|
|
|
Percent
ceded - first $1,000,000 of coverage
|
90%
|
90%
|
90%
|
Percent
ceded - excess of $1,000,000 dollars of coverage
|
100%
|
100%
|
100%
|
Risk
retained
|
$100,000
|
$100,000
|
$100,000
|
Total
reinsurance coverage per occurrence
|
$4,900,000
|
$2,900,000
|
$2,900,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
$5,000,000
|
$3,000,000
|
$3,000,000
|
Expiration
date
|
June
30, 2017
|
June
30, 2016
|
June
30, 2015
|
|
|
|
|
Commercial Lines:
|
|
|
|
General
liability commercial policies, except for commercial
auto
|
|
|
|
Quota
share treaty:
|
|
|
|
Percent
ceded (terminated effective July 1, 2014)
|
None
|
None
|
None
|
Risk
retained
|
$500,000
|
$425,000
|
$400,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
None
|
None
|
None
|
Excess
of loss coverage above quota share coverage
|
$4,000,000
|
$4,075,000
|
$3,600,000
|
|
in
excess of
|
in
excess of
|
in
excess of
|
|
$500,000
|
$425,000
|
$400,000
|
Total
reinsurance coverage per occurrence
|
$4,000,000
|
$4,075,000
|
$3,600,000
|
Losses
per occurrence subject to reinsurance coverage
|
$4,500,000
|
$4,500,000
|
$4,000,000
|
|
|
|
|
Commercial
Umbrella
|
|
|
|
Quota
share treaty:
|
|
|
|
Percent
ceded - first $1,000,000 of coverage
|
90%
|
|
|
Percent
ceded - excess of $1,000,000 of coverage
|
100%
|
|
|
Risk
retained
|
$100,000
|
|
|
Total
reinsurance coverage per occurrence
|
$4,900,000
|
|
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
$5,000,000
|
|
|
Expiration
date
|
June
30, 2017
|
|
|
|
|
|
|
Commercial Auto:
|
|
|
|
Risk
retained
|
|
$300,000
|
$300,000
|
Excess
of loss coverage in excess of risk retained
|
|
$1,700,000
|
$1,700,000
|
|
|
in
excess of
|
in
excess of
|
|
|
$300,000
|
$300,000
|
Catastrophe Reinsurance:
|
|
|
|
Initial
loss subject to personal lines quota share treaty
|
$5,000,000
|
$4,000,000
|
$4,000,000
|
Risk
retained per catastrophe occurrence (1)
|
$3,000,000
|
$2,400,000
|
$1,800,000
|
Catastrophe
loss coverage in excess of quota share coverage (2)
(3)
|
$247,000,000
|
$176,000,000
|
$137,000,000
|
Severe
winter weather aggregate (3)
|
No
|
Yes
|
Yes
|
Reinstatement
premium protection (4)
|
Yes
|
Yes
|
No
|
69
1.
Plus losses in
excess of catastrophe coverage.
2.
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts. Effective July 1, 2016, the duration of a
catastrophe occurrence from windstorm, hail, tornado, hurricane and
cyclone was extended to 168 consecutive hours from 120 consecutive
hours.
3.
From July 1, 2014
through September 30, 2016, catastrophe treaty also covered losses
caused by severe winter weather during any consecutive 28 day
period.
4.
Effective July 1,
2015, reinstatement premium protection for $16,000,000 of
catastrophe coverage in excess of $4,000,000. Effective July
1, 2016, reinstatement premium protection for $20,000,000 of
catastrophe coverage in excess of $5,000,000.
The single maximum
risks per occurrence to which we are subject under the new treaties
effective July 1, 2016 are as follows:
|
|
July 1, 2016 - June 30, 2017
|
|
|
Treaty
|
|
Extent of Loss
|
|
Risk Retained
|
Personal Lines
|
|
Initial $833,333
|
|
$500,000
|
|
|
$833,333 - $4,500,000
|
|
None(1)
|
|
|
Over $4,500,000
|
|
100%
|
|
|
|
|
|
Personal Umbrella
|
|
Initial $1,000,000
|
|
$100,000
|
|
|
$1,000,000 - $5,000,000
|
|
None(1)
|
|
|
Over $5,000,000
|
|
100%
|
|
|
|
|
|
Commercial Lines
|
|
Initial $500,000
|
|
$500,000
|
|
|
$500,000 - $4,500,000
|
|
None(1)
|
|
|
Over $4,500,000
|
|
100%
|
|
|
|
|
|
Commercial Umbrella
|
|
Initial $1,000,000
|
|
$100,000
|
|
|
$1,000,000 - $5,000,000
|
|
None(1)
|
|
|
Over $5,000,000
|
|
100%
|
|
|
|
|
|
Catastrophe (2)
|
|
Initial $5,000,000
|
|
$3,000,000
|
|
|
$5,000,000 - $252,000,000
|
|
None
|
|
|
Over $252,000,000
|
|
100%
|
________________
(1)
Covered by excess
of loss treaties.
(2)
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts.
70
The single maximum
risks per occurrence to which we are subject under the treaties
that expired on June 30, 2016 and 2015 are as follows:
|
|
July 1, 2015 - June 30, 2016
|
|
July 1, 2014 - June 30, 2015
|
||||
Treaty
|
|
Extent of Loss
|
|
Risk Retained
|
Extent of Loss
|
|
Risk Retained
|
|
Personal Lines
|
|
Initial $750,000
|
|
$450,000
|
|
Initial $800,000
|
|
$360,000
|
|
|
$750,000 - $4,500,000
|
|
None(1)
|
|
$800,000 - $4,000,000
|
|
None(1)
|
|
|
Over $4,500,000
|
|
100%
|
|
Over $4,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Personal Umbrella
|
|
Initial $1,000,000
|
|
$100,000
|
|
Initial $1,000,000
|
|
$100,000
|
|
|
$1,000,000 - $3,000,000
|
|
None(1)
|
|
$1,000,000 - $3,000,000
|
|
None(1)
|
|
|
Over $3,000,000
|
|
100%
|
|
Over $3,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Commercial Lines
|
|
Initial $425,000
|
|
$425,000
|
|
Initial $400,000
|
|
$400,000
|
|
|
$425,000 - $4,500,000
|
|
None(1)
|
|
$400,000 - $4,000,000
|
|
None(1)
|
|
|
Over $4,500,000
|
|
100%
|
|
Over $4,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Commercial Auto
|
|
Initial $300,000
|
|
$300,000
|
|
Initial $300,000
|
|
$300,000
|
|
|
$300,000 - $2,000,000
|
|
None(1)
|
|
$300,000 - $2,000,000
|
|
None(1)
|
|
|
Over $2,000,000
|
|
100%
|
|
Over $2,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Catastrophe (2)
|
|
Initial $4,000,000
|
|
$2,400,000
|
|
Initial $4,000,000
|
|
$1,800,000
|
|
|
$4,000,000 - $180,000,000
|
|
None
|
|
$4,000,000 - $141,000,000
|
|
None
|
|
|
Over $180,000,000
|
|
100%
|
|
Over $141,000,000
|
|
100%
|
_______________
(1)
Covered by excess
of loss treaties.
(2)
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts.
Off-Balance
Sheet Arrangements
We have no off-balance sheet
arrangements that have or are reasonably likely to have a current
or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.
Factors
That May Affect Future Results and Financial Condition
Based upon the factors set
forth under “Factors That May Affect Future Results and
Financial Condition” in Item 7 of our Annual Report on Form
10-K for the year ended December 31, 2015, as well as other factors
affecting our operating results and financial condition, past
financial performance should not be considered to be a reliable
indicator of future performance, and investors should not use
historical trends to anticipate results or trends in future
periods. In addition, such factors, among others, may affect
the accuracy of certain forward-looking statements contained in our
periodic reports, including this Quarterly Report.
71
Item 3. Quantitative and
Qualitative Disclosures About Market Risk.
Not
applicable
Item 4. Controls and
Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure
controls and procedures (as defined in Exchange Act Rule 13a-15(e))
that are designed to assure that information required to be
disclosed in our Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the
SEC’s rules and forms, and that such information is
accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosures.
As required by
Exchange Act Rule 13a-15(b), as of the end of the period covered by
this Quarterly Report, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial
Officer, we evaluated the effectiveness of our disclosure controls
and procedures. Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of September
30, 2016.
Changes in Internal Control over Financial Reporting
There was no change in our
internal control over financial reporting during our most recently
completed fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over
financial reporting.
72
PART
II. OTHER
INFORMATION
Item 1. Legal
Proceedings.
None
Item 1A. Risk
Factors.
Not
applicable
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.
(a)
None
(b)
Not
applicable
(c)
There were no
purchases of common stock made by us or any “affiliated
purchaser” during the quarter ended September 30,
2016.
Item 3. Defaults Upon
Senior Securities.
None
Item 4. Mine Safety
Disclosures.
Not
applicable
Item 5. Other
Information.
None
Item 6. Exhibits.
|
3(a)
|
Restated
Certificate of Incorporation, as amended1
|
|
|
|
|
3(b)
|
By-laws, as
amended2
|
|
|
|
|
31(a)
|
Rule
13a-14(a)/15d-14(a) Certification of Principal Executive Officer as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
|
|
31(b)
|
Rule
13a-14(a)/15d-14(a) Certification of Principal Financial Officer as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
32
|
Certification of
Chief Executive Officer and Chief Financial Officer 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.INS
|
XBRL Instance
Document
|
|
|
|
|
101.SCH
|
101.SCH XBRL
Taxonomy Extension Schema.
|
|
|
|
|
101.CAL
|
101.CAL XBRL
Taxonomy Extension Calculation Linkbase.
|
|
|
|
|
101.DEF
|
101.DEF XBRL
Taxonomy Extension Definition Linkbase.
|
|
|
|
|
101.LAB
|
101.LAB XBRL
Taxonomy Extension Label Linkbase.
|
|
|
|
|
101.PRE
|
101.PRE XBRL
Taxonomy Extension Presentation Linkbase.
|
1Denotes document
filed as Exhibit 3 (a) to our Quarterly Report on Form 10-Q for the
period ended March 31, 2014 and incorporated herein by
reference.
2 Denotes document
filed Exhibit 3.1 to our Current Report on Form 8-K for an event
dated November 5, 2009 and incorporated herein by
reference.
73
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.
|
KINGSTONE
COMPANIES, INC.
|
|
|
|
|
|
|
Dated: November 10,
2016
|
By:
|
/s/
Barry
B. Goldstein
|
|
|
|
Barry B.
Goldstein
|
|
|
|
President
|
|
|
|
|
|
Dated: November 10,
2016
|
By:
|
/s/
Victor
Brodsky
|
|
|
|
Victor
Brodsky
|
|
|
|
Chief Financial
Officer
|
|