KINGSTONE COMPANIES, INC. - Quarter Report: 2017 March (Form 10-Q)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
(Mark one)
☑
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For
the quarterly period ended March 31, 2017
OR
☐
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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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)
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36-2476480
(I.R.S.
Employer
Identification
Number)
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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, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer”, “smaller reporting company” and "emerging
growth company" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
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◻
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Accelerated filer
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◻
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Non-accelerated
filer
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◻ (Do not
check if a smaller reporting company)
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Smaller reporting company
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☒
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Emerging growth
company
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◻
|
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
◻
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 May 11, 2017
there were 10,623,593 shares of the registrant’s common stock
outstanding.
KINGSTONE COMPANIES, INC.
INDEX
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PAGE
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PART
I — FINANCIAL INFORMATION
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2
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Item 1
—
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Financial
Statements
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2
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Condensed
Consolidated Balance Sheets at March 31, 2017 (Unaudited) and
December 31, 2016
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2
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Condensed
Consolidated Statements of Income and Comprehensive Income for the
three months ended March 31, 2017 (Unaudited) and 2016
(Unaudited)
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3
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Condensed
Consolidated Statement of Stockholders’ Equity for the three
months ended March 31, 2017 (Unaudited)
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4
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Condensed
Consolidated Statements of Cash Flows for the three months ended
March 31, 2017 (Unaudited) and 2016 (Unaudited)
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5
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Notes to Condensed
Consolidated Financial
Statements (Unaudited)
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6
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Item 2
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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33
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Item 3
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Quantitative and
Qualitative Disclosures About Market Risk
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59
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Item 4
—
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Controls and
Procedures
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59
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PART
II — OTHER INFORMATION
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60
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Item 1
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Legal
Proceedings
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60
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Item 1A
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Risk
Factors
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60
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Item 2
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Unregistered Sales
of Equity Securities and Use of Proceeds
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60
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Item 3
—
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Defaults Upon
Senior Securities
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60
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Item 4
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Mine Safety
Disclosures
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60
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Item 5
—
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Other
Information
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60
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Item 6
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Exhibits
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61
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Signatures
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62
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EXHIBIT
3(a)
EXHIBIT
3(b)
EXHIBIT
31(a)
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EXHIBIT
31(b)
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EXHIBIT
32
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EXHIBIT
101.INS XBRL Instance Document
EXHIBIT
101.SCH XBRL Taxonomy Extension Schema
EXHIBIT
101.CAL XBRL Taxonomy Extension Calculation Linkbase
EXHIBIT
101.DEF XBRL Taxonomy Extension Definition Linkbase
EXHIBIT
101.LAB XBRL Taxonomy Extension Label Linkbase
EXHIBIT
101.PRE XBRL Taxonomy Extension Presentation Linkbase
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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,
2016 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
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Condensed Consolidated Balance Sheets
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March 31,
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December 31,
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2017
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2016
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(unaudited)
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Assets
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Fixed-maturity
securities, held-to-maturity, at amortized cost (fair value
of
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$5,159,351
at March 31, 2017 and $5,298,119 at December 31, 2016)
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$4,895,443
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$5,094,902
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Fixed-maturity
securities, available-for-sale, at fair value (amortized cost
of
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$100,554,236
at March 31, 2017 and $80,596,628 at December 31,
2016)
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100,687,355
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80,428,828
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Equity
securities, available-for-sale, at fair value (cost of
$9,545,785
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at
March 31, 2017 and $9,709,385 at December 31, 2016)
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10,102,495
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9,987,686
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Total
investments
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115,685,293
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95,511,416
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Cash
and cash equivalents
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23,235,655
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12,044,520
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Premiums
receivable, net
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11,728,443
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11,649,398
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Reinsurance
receivables, net
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33,502,642
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32,197,765
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Deferred
policy acquisition costs
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12,467,976
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12,239,781
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Intangible
assets, net
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1,265,000
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1,350,000
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Property
and equipment, net
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3,375,436
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3,011,373
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Other
assets
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1,430,646
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1,442,209
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Total assets
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$202,691,091
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$169,446,462
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Liabilities
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Loss
and loss adjustment expense reserves
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$44,611,586
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$41,736,719
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Unearned
premiums
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55,322,298
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54,994,375
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Advance
premiums
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1,965,456
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1,421,560
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Reinsurance
balances payable
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2,108,447
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2,146,017
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Deferred
ceding commission revenue
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6,772,857
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6,851,841
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Accounts
payable, accrued expenses and other liabilities
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3,212,865
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5,448,448
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Income
taxes payable
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202,751
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-
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Deferred
income taxes
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396,425
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166,949
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Total
liabilities
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114,592,685
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112,765,909
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Commitments and Contingencies
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Stockholders' Equity
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Preferred stock, $.01 par value; authorized 2,500,000
shares
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-
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-
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Common
stock, $.01 par value; authorized 20,000,000 shares; issued
11,596,947 shares
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at
March 31, 2017 and 8,896,335 at December 31, 2016;
outstanding
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10,622,478
shares at March 31, 2017 and 7,921,866 shares at December 31,
2016
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115,969
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88,963
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Capital
in excess of par
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68,152,149
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37,950,401
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Accumulated
other comprehensive income
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455,287
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72,931
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Retained
earnings
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21,370,463
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20,563,720
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90,093,868
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58,676,015
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Treasury
stock, at cost, 974,469 shares at March 31, 2017 and December 31,
2016
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(1,995,462)
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(1,995,462)
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Total stockholders' equity
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88,098,406
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56,680,553
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Total liabilities and stockholders' equity
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$202,691,091
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$169,446,462
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See accompanying notes to condensed consolidated financial
statements.
2
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
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Condensed Consolidated Statements of Income and Comprehensive
Income (Unaudited)
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Three months ended March 31,
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2017
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2016
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Revenues
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Net
premiums earned
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$16,369,748
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$14,531,675
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Ceding
commission revenue
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3,184,452
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2,770,337
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Net
investment income
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857,800
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813,057
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Net
realized (losses) gains on sales of investments
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(54,506)
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80,436
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Other
income
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289,700
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249,347
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Total
revenues
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20,647,194
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18,444,852
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Expenses
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Loss
and loss adjustment expenses
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8,292,996
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9,483,855
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Commission
expense
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4,888,978
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4,270,066
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Other
underwriting expenses
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4,212,417
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3,346,441
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Other
operating expenses
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755,804
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329,239
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Depreciation
and amortization
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318,698
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283,828
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Total
expenses
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18,468,893
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17,713,429
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Income
from operations before taxes
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2,178,301
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731,423
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Income
tax expense
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707,721
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190,391
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Net income
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1,470,580
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541,032
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Other comprehensive income, net of tax
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Gross
change in unrealized gains on
available-for-sale-securities
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524,822
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1,484,064
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Reclassification
adjustment for losses (gains)
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included
in net income
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54,506
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(80,436)
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Net
change in unrealized gains
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579,328
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1,403,628
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Income
tax expense related to items of other comprehensive
income
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(196,972)
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(477,234)
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Other comprehensive income, net of tax
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382,356
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926,394
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Comprehensive income
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$1,852,936
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$1,467,426
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Earnings per common share:
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Basic
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$0.15
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$0.07
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Diluted
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$0.15
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$0.07
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Weighted average common shares outstanding
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Basic
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9,663,751
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7,322,385
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Diluted
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9,848,494
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7,360,564
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Dividends declared and paid per common share
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$0.0625
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$0.0625
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See accompanying notes to condensed consolidated financial
statements.
3
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
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Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)
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Three months ended March 31, 2017
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Accumulated
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Capital
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Other
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Preferred Stock
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Common Stock
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in Excess
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Comprehensive
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Retained
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Treasury Stock
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Shares
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Amount
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Shares
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Amount
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of Par
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Income
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Earnings
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Shares
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Amount
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Total
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Balance,
January 1, 2017
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-
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$-
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8,896,335
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$88,963
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$37,950,401
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$72,931
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$20,563,720
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974,469
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$(1,995,462)
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$56,680,553
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Proceeds from
public offering, net of
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offering costs
of $2,173,000
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-
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-
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2,692,500
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26,925
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30,109,774
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-
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-
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-
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-
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30,136,699
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Stock-based
compensation
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-
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-
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-
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-
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59,055
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-
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-
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-
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-
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59,055
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Vesting of
restricted stock awards
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-
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-
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2,946
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29
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(29)
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-
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-
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-
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-
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-
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Exercise of
stock options
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-
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-
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5,166
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52
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32,948
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-
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-
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-
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-
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33,000
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Dividends
|
-
|
-
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-
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-
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-
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-
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(663,837)
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-
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-
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(663,837)
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Net
income
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-
|
-
|
-
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-
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-
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-
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1,470,580
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-
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-
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1,470,580
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Change in
unrealized gains on available-
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|
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for-sale
securities, net of tax
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-
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-
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-
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-
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-
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382,356
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-
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-
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-
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382,356
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Balance, March
31, 2017
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-
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$-
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11,596,947
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$115,969
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$68,152,149
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$455,287
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$21,370,463
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974,469
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$(1,995,462)
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$88,098,406
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See accompanying notes to condensed consolidated financial
statements.
4
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
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Condensed Consolidated Statements of Cash Flows (Unaudited)
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Three months ended March 31,
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2017
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2016
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Cash flows from operating
activities:
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Net
income
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$1,470,580
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$541,032
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Adjustments
to reconcile net income to net cash flows provided by operating
activities:
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Net
realized losses (gains) on investments
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54,506
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(80,436)
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Depreciation
and amortization
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318,698
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283,828
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Amortization
of bond premium, net
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124,054
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92,646
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Stock-based
compensation
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59,055
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32,234
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Deferred
income tax benefit (expense)
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32,504
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(43,114)
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(Increase)
decrease in operating assets:
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Premiums
receivable, net
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(79,045)
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99,464
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Reinsurance
receivables, net
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(1,304,877)
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(4,560,111)
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Deferred
policy acquisition costs
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(228,195)
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(141,970)
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Other
assets
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11,563
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(666,404)
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Increase
(decrease) in operating liabilities:
|
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Loss
and loss adjustment expense reserves
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2,874,867
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6,154,265
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Unearned
premiums
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327,923
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122,858
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Advance
premiums
|
543,896
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532,486
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Reinsurance
balances payable
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(37,570)
|
1,536,971
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Deferred
ceding commission revenue
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(78,984)
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(18,859)
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Accounts
payable, accrued expenses and other liabilities
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(2,032,832)
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(1,212,176)
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Net cash flows provided by operating activities
|
2,056,143
|
2,672,714
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|
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Cash flows from investing
activities:
|
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|
Purchase
- fixed-maturity securities available-for-sale
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(22,811,402)
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(15,890,742)
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Purchase
- equity securities available-for-sale
|
-
|
(1,831,513)
|
Redemption
- fixed-maturity securities held-to-maturity
|
200,000
|
-
|
Sale
or maturity - fixed-maturity securities
available-for-sale
|
2,706,202
|
6,401,092
|
Sale
- equity securities available-for-sale
|
132,091
|
1,161,501
|
Acquisition
of fixed assets
|
(597,761)
|
(182,164)
|
Other
investing activities
|
-
|
250,448
|
Net cash flows used in
investing activities
|
(20,370,870)
|
(10,091,378)
|
|
|
|
Cash flows from financing
activities:
|
|
|
Net
proceeds from issuance of common stock
|
30,136,699
|
-
|
Proceeds
from exercise of stock options
|
33,000
|
-
|
Purchase
of treasury stock
|
-
|
(95,881)
|
Dividends
paid
|
(663,837)
|
(457,603)
|
Net cash flows provided by
(used in) financing activities
|
29,505,862
|
(553,484)
|
|
|
|
Increase
(decrease) in cash and cash equivalents
|
$11,191,135
|
$(7,972,148)
|
Cash
and cash equivalents, beginning of period
|
12,044,520
|
13,551,372
|
Cash and cash equivalents, end of period
|
$23,235,655
|
$5,579,224
|
|
|
|
Supplemental disclosures of cash flow
information:
|
|
|
Cash
paid for income taxes
|
$-
|
$30,000
|
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.
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,
2016 and notes thereto included in the Company’s Annual
Report on Form 10-K filed with the SEC on March 16, 2017. 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 three months ended March 31, 2017
may not be indicative of the results that may be expected for the
year ending December 31, 2017.
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.
Principles of
Consolidation
The consolidated
financial statements consist of Kingstone and its wholly owned
subsidiaries: 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. All significant inter-company
account balances and transactions have been eliminated in
consolidation.
Accounting Changes
In May
2015, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“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 that 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
became effective for annual periods beginning after December 15,
2015, and interim periods beginning after December 15, 2016, and
has been applied retrospectively. The new guidance affected
disclosures only and had no impact on the Company’s results
of operations or financial position.
Effective
January 1, 2017, the Company has adopted the provisions of ASU
2016-09 – Compensation - Stock Compensation (Topic 718):
Improvements to Employee Share-Based Payment Accounting, which
requires recognition of all income tax effects from share-based
payments arising on or after January 1, 2017 (the Company’s
adoption date) in income tax expense. As a result, the Company
realized windfall tax benefits in the interim period of adoption of
approximately $5,000, which was recognized as a discrete period
income tax benefit as required by this ASU. This benefit resulted
in lowering the Company’s effective tax rate for the interim
period by 0.1%.
6
Accounting
Pronouncements
In May
2014, FASB issued 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, ASU 2016-10 and
ASU 2016-20, 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
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 interim and annual 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.
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.
7
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 interim
and annual 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.
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 March 31, 2017 and December
31, 2016 are summarized as follows:
|
March 31, 2017
|
|||||
|
|
|
|
|
|
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
|
$7,582,088
|
$214,232
|
$(18,806)
|
$(18,710)
|
$7,758,804
|
$176,716
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
70,449,109
|
781,970
|
(556,753)
|
(7,370)
|
70,666,956
|
217,847
|
|
|
|
|
|
|
|
Residential
mortgage and other
|
|
|
|
|
|
|
asset
backed securities
|
22,523,039
|
72,990
|
(308,073)
|
(26,361)
|
22,261,595
|
(261,444)
|
Total
fixed-maturity securities
|
100,554,236
|
1,069,192
|
(883,632)
|
(52,441)
|
100,687,355
|
133,119
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
Preferred
stocks
|
5,986,588
|
63,123
|
(120,639)
|
(75,322)
|
5,853,750
|
(132,838)
|
Common
stocks
|
3,559,197
|
756,966
|
-
|
(67,418)
|
4,248,745
|
689,548
|
Total
equity securities
|
9,545,785
|
820,089
|
(120,639)
|
(142,740)
|
10,102,495
|
556,710
|
|
|
|
|
|
|
|
Total
|
$110,100,021
|
$1,889,281
|
$(1,004,271)
|
$(195,181)
|
$110,789,850
|
$689,829
|
8
|
December 31, 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
|
$8,053,449
|
$199,028
|
$(46,589)
|
$-
|
$8,205,888
|
$152,439
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
53,728,395
|
600,519
|
(638,113)
|
(5,612)
|
53,685,189
|
(43,206)
|
|
|
|
|
|
|
|
Residential
mortgage backed
|
|
|
|
|
|
|
securities
|
18,814,784
|
70,682
|
(309,273)
|
(38,442)
|
18,537,751
|
(277,033)
|
Total
fixed-maturity securities
|
80,596,628
|
870,229
|
(993,975)
|
(44,054)
|
80,428,828
|
(167,800)
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
Preferred
stocks
|
5,986,588
|
10,317
|
(241,333)
|
(70,571)
|
5,685,001
|
(301,587)
|
Common
stocks
|
3,722,797
|
691,324
|
(13,968)
|
(97,468)
|
4,302,685
|
579,888
|
Total
equity securities
|
9,709,385
|
701,641
|
(255,301)
|
(168,039)
|
9,987,686
|
278,301
|
|
|
|
|
|
|
|
Total
|
$90,306,013
|
$1,571,870
|
$(1,249,276)
|
$(212,093)
|
$90,416,514
|
$110,501
|
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 March 31, 2017 and December 31, 2016 is shown
below:
|
March 31, 2017
|
December 31, 2016
|
||
|
Amortized
|
|
Amortized
|
|
Remaining Time to
Maturity
|
Cost
|
Fair Value
|
Cost
|
Fair Value
|
|
|
|
|
|
Less
than one year
|
$1,094,841
|
$1,106,433
|
$1,752,501
|
$1,765,795
|
One
to five years
|
31,745,373
|
32,254,008
|
29,541,568
|
29,913,308
|
Five
to ten years
|
42,572,660
|
42,468,839
|
30,487,775
|
30,211,974
|
More
than 10 years
|
2,618,323
|
2,596,480
|
-
|
-
|
Residential
mortgage and other asset backed securities
|
22,523,039
|
22,261,595
|
18,814,784
|
18,537,751
|
Total
|
$100,554,236
|
$100,687,355
|
$80,596,628
|
$80,428,828
|
The actual
maturities may differ from contractual maturities because certain
borrowers have the right to call or prepay obligations with or
without penalties.
9
Held-to-Maturity
Securities
The amortized cost
and fair value of investments in held-to-maturity fixed-maturity
securities as of March 31, 2017 and December 31, 2016 are
summarized as follows:
|
March 31, 2017
|
|||||
|
|
|
|
|
|
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
|
Net
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Unrealized
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
Gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$606,436
|
$147,603
|
$-
|
$-
|
$754,039
|
$147,603
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
1,149,119
|
38,236
|
(1,868)
|
-
|
1,185,487
|
36,368
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
3,139,888
|
98,656
|
(7,065)
|
(11,654)
|
3,219,825
|
79,937
|
|
|
|
|
|
|
|
Total
|
$4,895,443
|
$284,495
|
$(8,933)
|
$(11,654)
|
$5,159,351
|
$263,908
|
|
December 31, 2016
|
|||||
|
|
|
|
|
|
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
|
Net
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Unrealized
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
Gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$606,427
|
$147,612
|
$-
|
$-
|
$754,039
|
$147,612
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
1,349,916
|
37,321
|
-
|
-
|
1,387,237
|
37,321
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
3,138,559
|
72,784
|
(7,619)
|
(46,881)
|
3,156,843
|
18,284
|
|
|
|
|
|
|
|
Total
|
$5,094,902
|
$257,717
|
$(7,619)
|
$(46,881)
|
$5,298,119
|
$203,217
|
Held-to-maturity
U.S. Treasury securities are held in trust pursuant to the New York
State Department of Financial Services’ minimum funds
requirement.
10
A summary of the
amortized cost and fair value of the Company’s investments in
held-to-maturity securities by contractual maturity as of March 31,
2017 and December 31, 2016 is shown below:
|
March 31, 2017
|
December 31, 2016
|
||
|
Amortized
|
|
Amortized
|
|
Remaining Time to
Maturity
|
Cost
|
Fair Value
|
Cost
|
Fair Value
|
|
|
|
|
|
Less
than one year
|
$-
|
$-
|
$-
|
$-
|
One
to five years
|
650,000
|
641,068
|
650,000
|
642,455
|
Five
to ten years
|
3,639,007
|
3,764,244
|
3,838,475
|
3,901,625
|
More
than 10 years
|
606,436
|
754,039
|
606,427
|
754,039
|
Total
|
$4,895,443
|
$5,159,351
|
$5,094,902
|
$5,298,119
|
Investment Income
Major categories of
the Company’s net investment income are summarized as
follows:
|
Three months ended
|
|
|
March 31,
|
|
|
2017
|
2016
|
|
|
|
Income:
|
|
|
Fixed-maturity
securities
|
$745,453
|
$664,476
|
Equity
securities
|
136,485
|
175,951
|
Cash
and cash equivalents
|
6,169
|
6,446
|
Total
|
888,107
|
846,873
|
Expenses:
|
|
|
Investment
expenses
|
30,307
|
33,816
|
Net
investment income
|
$857,800
|
$813,057
|
Proceeds from the
redemption of fixed-maturity securities held-to-maturity were
$200,000 and $-0- for the three months ended March 31, 2017 and
2016, respectively.
Proceeds from the
sale and maturity of fixed-maturity securities available-for-sale
were $2,706,202 and $6,401,092 for the three months ended March 31,
2017 and 2016, respectively.
Proceeds from the
sale of equity securities available-for-sale were $132,091 and
$1,161,501 for the three months ended March 31, 2017 and 2016,
respectively.
11
The Company’s
net realized gains (losses) on investments are summarized as
follows:
|
Three months ended
|
|
|
March 31,
|
|
|
2017
|
2016
|
|
|
|
Fixed-maturity securities:
|
|
|
Gross
realized gains
|
$13,123
|
$106,417
|
Gross
realized losses (1)
|
(36,120)
|
(105,543)
|
|
(22,997)
|
874
|
|
|
|
Equity securities:
|
|
|
Gross
realized gains
|
-
|
82,688
|
Gross
realized losses
|
(31,509)
|
(3,126)
|
|
(31,509)
|
79,562
|
|
|
|
Net
realized (losses) gains
|
$(54,506)
|
$80,436
|
(1)
Gross realized
losses for the three months ended March 31, 2017 include $747 of
loss from the redemption of fixed-maturity securities
held-to-maturity.
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 March 31, 2017 and December 31, 2016, there were 93
and 85 securities, respectively, that accounted for the gross
unrealized loss. As of March 31, 2017, 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. As
of December 31, 2016, the full amount of the write-down was
recognized as a credit component of OTTI in the amount of $69,911.
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 three months ended March
31, 2017 and 2016. 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.
12
The Company held
securities with unrealized losses representing declines that were
considered temporary at March 31, 2017 and December 31, 2016 as
follows:
|
March 31, 2017
|
|||||||
|
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
|
$759,346
|
$(18,8064)
|
2
|
$313,326
|
$(18,710)
|
1
|
$1,072,672
|
$(37,516)
|
|
|
|
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
|
|
|
|
miscellaneous
|
26,857,516
|
(556,753)
|
46
|
238,393
|
(7,370)
|
1
|
27,095,909
|
(564,123)
|
|
|
|
|
|
|
|
|
|
Residential
mortgage and other
|
|
|
|
|
|
|
|
|
asset
backed securities
|
18,537,897
|
(308,073)
|
30
|
477,494
|
(26,361)
|
4
|
19,015,391
|
(334,434)
|
|
|
|
|
|
|
|
|
|
Total
fixed-maturity
|
|
|
|
|
|
|
|
|
securities
|
$46,154,759
|
$(883,632)
|
78
|
$1,029,213
|
$(52,441)
|
6
|
$47,183,972
|
$(936,073)
|
|
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
Preferred
stocks
|
$3,376,750
|
$(120,639)
|
7
|
$656,000
|
$(75,322)
|
1
|
$4,032,750
|
$(195,961)
|
Common
stocks
|
-
|
-
|
-
|
291,000
|
(67,418)
|
1
|
291,000
|
(67,418)
|
|
|
|
|
|
|
|
|
|
Total
equity securities
|
$3,376,750
|
$(120,639)
|
7
|
$947,000
|
$(142,740)
|
2
|
$4,323,750
|
$(263,379)
|
|
|
|
|
|
|
|
|
|
Total
|
$49,531,509
|
$(1,004,271)
|
85
|
$1,976,213
|
$(195,181)
|
8
|
$51,507,722
|
$(1,199,452)
|
13
|
December 31, 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
|
$1,067,574
|
$(46,589)
|
3
|
$-
|
$-
|
-
|
$1,067,574
|
$(46,589)
|
|
|
|
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
|
|
|
|
miscellaneous
|
19,859,293
|
(638,113)
|
34
|
239,970
|
(5,612)
|
1
|
20,099,263
|
(643,725)
|
|
|
|
|
|
|
|
|
|
Residential
mortgage
|
|
|
|
|
|
|
|
|
backed
securities
|
15,918,090
|
(309,273)
|
30
|
675,316
|
(38,442)
|
6
|
16,593,406
|
(347,715)
|
|
|
|
|
|
|
|
|
|
Total
fixed-maturity
|
|
|
|
|
|
|
|
|
securities
|
$36,844,957
|
$(993,975)
|
67
|
$915,286
|
$(44,054)
|
7
|
$37,760,243
|
$(1,038,029)
|
|
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
Preferred
stocks
|
$3,759,850
|
$(241,333)
|
8
|
$660,750
|
$(70,571)
|
1
|
$4,420,600
|
$(311,904)
|
Common
stocks
|
288,075
|
(13,968)
|
1
|
424,550
|
(97,468)
|
1
|
712,625
|
(111,436)
|
|
|
|
|
|
|
|
|
|
Total
equity securities
|
$4,047,925
|
$(255,301)
|
9
|
$1,085,300
|
$(168,039)
|
2
|
$5,133,225
|
$(423,340)
|
|
|
|
|
|
|
|
|
|
Total
|
$40,892,882
|
$(1,249,276)
|
76
|
$2,000,586
|
$(212,093)
|
9
|
$42,893,468
|
$(1,461,369)
|
14
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.
15
The Company’s
investments are allocated among pricing input levels at March 31,
2017 and December 31, 2016 as follows:
|
March 31, 2017
|
|||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
|
|
|
Fixed-maturity securities available-for-sale
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
States,
Territories and
|
|
|
|
|
Possessions
|
$-
|
$7,758,804
|
$-
|
$7,758,804
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
miscellaneous
|
65,841,558
|
4,825,398
|
-
|
70,666,956
|
|
|
|
|
|
Residential
mortgage and other asset backed securities
|
-
|
22,261,595
|
-
|
22,261,595
|
Total
fixed maturities
|
65,841,558
|
34,845,797
|
-
|
100,687,355
|
Equity securities
|
10,102,495
|
-
|
-
|
10,102,495
|
Total
investments
|
$75,944,053
|
$34,845,797
|
$-
|
$110,789,850
|
|
December 31, 2016
|
|||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
|
|
|
Fixed-maturity securities available-for-sale
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
States,
Territories and
|
|
|
|
|
Possessions
|
$-
|
$8,205,888
|
$-
|
$8,205,888
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
miscellaneous
|
48,356,317
|
5,328,872
|
-
|
53,685,189
|
|
|
|
|
|
Residential
mortgage backed securities
|
-
|
18,537,751
|
-
|
18,537,751
|
Total
fixed maturities
|
48,356,317
|
32,072,511
|
-
|
80,428,828
|
Equity securities
|
9,987,686
|
-
|
-
|
9,987,686
|
Total
investments
|
$58,344,003
|
$32,072,511
|
$-
|
$90,416,514
|
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.
16
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 March 31,
2017 and December 31, 2016 are as follows:
|
March 31, 2017
|
December 31, 2016
|
||
|
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
|
|
|
|
|
Fixed-maturity
securities held-to-maturity
|
$4,895,443
|
$5,159,351
|
$5,094,902
|
$5,298,119
|
Cash
and cash equivalents
|
$23,235,655
|
$23,235,655
|
$12,044,520
|
$12,044,520
|
Premiums
receivable
|
$11,728,443
|
$11,728,443
|
$11,649,398
|
$11,649,398
|
Reinsurance
receivables
|
$33,502,642
|
$33,502,642
|
$32,197,765
|
$32,197,765
|
Real
estate, net of accumulated depreciation
|
$1,715,486
|
$1,925,000
|
$1,659,405
|
$1,925,000
|
Reinsurance
balances payable
|
$2,108,447
|
$2,108,447
|
$2,146,017
|
$2,146,017
|
Note
6 – Property and Casualty Insurance Activity
Premiums Earned
Premiums written,
ceded and earned are as follows:
|
Direct
|
Assumed
|
Ceded
|
Net
|
|
|
|
|
|
Three months ended March 31, 2017
|
|
|
|
|
Premiums
written
|
$26,125,467
|
$4,428
|
$(9,395,590)
|
$16,734,305
|
Change
in unearned premiums
|
(330,903)
|
2,981
|
(36,635)
|
(364,557)
|
Premiums
earned
|
$25,794,564
|
$7,409
|
$(9,432,225)
|
$16,369,748
|
|
|
|
|
|
Three months ended March 31, 2016
|
|
|
|
|
Premiums
written
|
$23,043,325
|
$5,078
|
$(8,386,528)
|
$14,661,875
|
Change
in unearned premiums
|
(126,428)
|
3,571
|
(7,343)
|
(130,200)
|
Premiums
earned
|
$22,916,897
|
$8,649
|
$(8,393,871)
|
$14,531,675
|
Premium receipts in
advance of the policy effective date are recorded as advance
premiums. The balance of advance premiums as of March
31, 2017 and December 31, 2016 was approximately
$1,965,000 and $1,422,000, respectively.
17
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:
|
Three months ended
|
|
|
March 31,
|
|
|
2017
|
2016
|
|
|
|
Balance
at beginning of period
|
$41,736,719
|
$39,876,500
|
Less
reinsurance recoverables
|
(15,776,880)
|
(16,706,364)
|
Net
balance, beginning of period
|
25,959,839
|
23,170,136
|
|
|
|
Incurred
related to:
|
|
|
Current
year
|
8,297,582
|
9,903,094
|
Prior
years
|
(4,586)
|
(419,239)
|
Total
incurred
|
8,292,996
|
9,483,855
|
|
|
|
Paid
related to:
|
|
|
Current
year
|
2,269,894
|
3,006,210
|
Prior
years
|
4,090,766
|
3,421,820
|
Total
paid
|
6,360,660
|
6,428,030
|
|
|
|
Net
balance at end of period
|
27,892,175
|
26,225,961
|
Add
reinsurance recoverables
|
16,719,411
|
19,804,804
|
Balance
at end of period
|
$44,611,586
|
$46,030,765
|
Incurred losses and
LAE are net of reinsurance recoveries under reinsurance contracts
of $4,233,804 and $4,313,667 for the three months ended March 31,
2017 and 2016, 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 three months ended March 31, 2017 and 2016 was
$(4,586) favorable and $(419,239) 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.
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.
18
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
March 31, 2014 and prior is limited although there remains the
possibility of adverse development on reported claims (‘case
development’ IBNR).
The following is
information about incurred and paid claims development as of March
31, 2017, net of reinsurance, as well as the cumulative reported
claims by accident year and total IBNR reserves as of March 31,
2017 included in the net incurred loss and allocated expense
amounts. The historical information regarding incurred and paid
claims development for the years ended December 31, 2008 to
December 31, 2015 is presented as supplementary unaudited
information.
Reported claim
counts are measured on an occurrence or per event basis. A
single claim occurrence could result in more than one loss type or
claimant; however the Company counts claims at the occurrence level
as a single claim regardless of the number of claimants or claim
features involved.
19
All Lines of Business
|
||||||||||||
(in thousands, except reported claims data)
|
||||||||||||
|
As of
|
|||||||||||
|
Incurred Claims and Allocated Claim Adjustment Expenses, Net of
Reinsurance
|
March 31, 2017
|
||||||||||
|
For the Years Ended December 31,
|
Three Months Ended March 31,
|
IBNR
|
Cumulative
Number of Reported Claims by Accident
Year
|
||||||||
Accident Year
|
2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
|
|
|
(Unaudited 2008 - 2015)
|
|
(Unaudited)
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
$4,505
|
$4,329
|
$4,223
|
$4,189
|
$4,068
|
$4,055
|
$4,056
|
$4,040
|
$4,038
|
$4,036
|
$2
|
1,133
|
2009
|
|
4,403
|
4,254
|
4,287
|
4,384
|
4,511
|
4,609
|
4,616
|
4,667
|
4,669
|
8
|
1,136
|
2010
|
|
|
5,598
|
5,707
|
6,429
|
6,623
|
6,912
|
6,853
|
6,838
|
6,833
|
14
|
1,616
|
2011
|
|
|
|
7,603
|
7,678
|
8,618
|
9,440
|
9,198
|
9,066
|
9,127
|
59
|
1,913
|
2012
|
|
|
|
|
9,539
|
9,344
|
10,278
|
10,382
|
10,582
|
10,653
|
113
|
4,701(1)
|
2013
|
|
|
|
|
|
10,728
|
9,745
|
9,424
|
9,621
|
9,513
|
348
|
1,554
|
2014
|
|
|
|
|
|
|
14,193
|
14,260
|
14,218
|
14,359
|
838
|
2,120
|
2015
|
|
|
|
|
|
|
|
22,340
|
21,994
|
21,675
|
2,048
|
2,514
|
2016
|
|
|
|
|
|
|
|
|
26,062
|
26,153
|
4,813
|
2,784
|
2017
|
|
|
|
|
|
|
|
|
|
7,718
|
3,174
|
657
|
|
|
|
|
|
|
|
|
|
Total
|
$114,736
|
|
|
(1) Reported claims for accident year 2012 includes 3,406 claims
from Superstorm Sandy.
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
All Lines of Business
|
||||||||||||
(in thousands)
|
||||||||||||
|
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net
of Reinsurance
|
|
|
|||||||||
|
For the Years Ended December 31,
|
Three Months Ended March 31,
|
|
|
||||||||
Accident Year
|
2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
|
|
|
(Unaudited 2008 - 2015)
|
|
(Unaudited)
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
$2,406
|
$3,346
|
$3,730
|
$3,969
|
$4,003
|
$4,029
|
$4,028
|
$4,031
|
$4,031
|
$4,031
|
|
|
2009
|
|
2,298
|
3,068
|
3,607
|
3,920
|
4,134
|
4,362
|
4,424
|
4,468
|
4,470
|
|
|
2010
|
|
|
2,566
|
3,947
|
4,972
|
5,602
|
6,323
|
6,576
|
6,720
|
6,742
|
|
|
2011
|
|
|
|
3,740
|
5,117
|
6,228
|
7,170
|
8,139
|
8,540
|
8,554
|
|
|
2012
|
|
|
|
|
3,950
|
5,770
|
7,127
|
8,196
|
9,187
|
9,477
|
|
|
2013
|
|
|
|
|
|
3,405
|
5,303
|
6,633
|
7,591
|
7,743
|
|
|
2014
|
|
|
|
|
|
|
5,710
|
9,429
|
10,738
|
10,905
|
|
|
2015
|
|
|
|
|
|
|
|
12,295
|
16,181
|
16,809
|
|
|
2016
|
|
|
|
|
|
|
|
|
15,364
|
17,814
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
2,114
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$88,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net liability for unpaid claim and allocated claim adjustment
expenses for the accident years presented
|
$26,079
|
|
|
|||||||||
All outstanding liabilities before 2008, net of
reinsurance
|
634
|
|
|
|||||||||
Liabilities for claims and allocted claim adjustment expenses, net
of reinsurance
|
$26,713
|
|
|
20
The reconciliation
of the net incurred and paid claims development tables to the loss
and LAE reserves in the consolidated balance sheet is as
follows:
|
As of
|
(in thousands)
|
March 31, 2017
|
Liabilities
for claims and claim adjustment expenses, net of
reinsurance
|
$26,713
|
Total
reinsurance recoverable on unpaid claims
|
16,719
|
Unallocated
claims adjustment expenses
|
1,180
|
Total
gross liability for loss and LAE reserves
|
$44,612
|
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 34 commercial auto policies in force
as of March 31, 2017 and 2016, respectively.
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 three months
ended March 31, 2017 for its personal lines business, which
primarily consists of homeowners’ policies, were covered
under the July 1, 2016/June 30, 2017 treaty year (“2016/2017
Treaty”). The Company’s quota share
reinsurance treaties in effect for the three months ended March 31,
2016 were covered under the July 1, 2015/June 30, 2016 treaty year
(“2015/2016 Treaty”).
The Company’s
2015/2016 Treaty and 2016/2017 Treaty provide for the following
material terms:
21
|
Treaty
Year
|
|
|
July 1,
2016
|
July 1,
2015
|
|
to
|
to
|
Line
of Busines
|
June 30,
2017
|
June 30,
2016
|
|
|
|
Personal
Lines:
|
|
|
Homeowners,
dwelling fire and canine legal liability
|
|
|
Quota
share treaty:
|
|
|
Percent
ceded
|
40%
|
40%
|
Risk
retained
|
$500,000
|
$450,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
$833,333
|
$750,000
|
Excess
of loss coverage above quota share coverage
|
$3,666,667
|
$3,750,000
|
|
in
excess of
|
in excess of
|
|
$833,333
|
$750,000
|
Total
reinsurance coverage per occurrence
|
$4,000,000
|
$4,050,000
|
Losses
per occurrence subject to reinsurance coverage
|
$4,500,000
|
$4,500,000
|
Expiration
date
|
June
30, 2017
|
June 30,
2016
|
|
|
|
Personal
Umbrella
|
|
|
Quota
share treaty:
|
|
|
Percent
ceded - first $1,000,000 of coverage
|
90%
|
90%
|
Percent
ceded - excess of $1,000,000 of coverage
|
100%
|
100%
|
Risk
retained
|
$100,000
|
$100,000
|
Total
reinsurance coverage per occurrence
|
$4,900,000
|
$2,900,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
$5,000,000
|
$3,000,000
|
Expiration
date
|
June
30, 2017
|
June
30, 2016
|
|
|
|
Commercial
Lines:
|
|
|
General
liability commercial policies, except for commercial
auto
|
|
|
Quota
share treaty:
|
|
|
Percent
ceded (terminated effective July 1, 2014)
|
None
|
None
|
Risk
retained
|
$500,000
|
$425,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
None
|
None
|
Excess
of loss coverage above quota share coverage
|
$4,000,000
|
$4,075,000
|
|
in exess of
|
in excess of
|
|
$500,000
|
$425,000
|
Total
reinsurance coverage per occurrence
|
$4,000,000
|
$4,075,000
|
Losses
per occurrence subject to reinsurance coverage
|
$4,500,000
|
$4,500,000
|
|
|
|
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
|
Excess
of loss coverage in excess of risk retained
|
|
$1,700,000
|
|
|
in
excess of
|
|
|
$300,000
|
Catastrophe
Reinsurance:
|
|
|
Initial
loss subject to personal lines quota share treaty
|
$5,000,000
|
$4,000,000
|
Risk
retained per catastrophe occurrence (1)
|
$3,000,000
|
$2,400,000
|
Catastrophe
loss coverage in excess of quota share coverage (2)
(3)
|
$247,000,000
|
$176,000,000
|
Severe
winter weather aggregate (3)
|
No
|
Yes
|
Reinstatement
premium protection (4)
|
Yes
|
Yes
|
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, 2015
through June 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 and under the treaties that expired
on June 30, 2016 are as follows:
|
|
July 1, 2016 - June 30, 2017
|
|
July 1, 2015 - June 30, 2016
|
||||
Treaty
|
|
Extent of Loss
|
|
Risk Retained
|
Extent of Loss
|
|
Risk Retained
|
|
Personal
Lines
|
|
Initial
$833,333
|
|
$500,000
|
|
Initial
$750,000
|
|
$450,000
|
|
|
$833,333
- $4,500,000
|
|
None(1)
|
|
$750,000
- $4,500,000
|
|
None(1)
|
|
|
Over
$4,500,000
|
|
100%
|
|
Over
$4,500,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Personal
Umbrella
|
|
Initial
$1,000,000
|
|
$100,000
|
|
Initial
$1,000,000
|
|
$100,000
|
|
|
$1,000,000
- $5,000,000
|
|
None(1)
|
|
$1,000,000
- $3,000,000
|
|
None(1)
|
|
|
Over
$5,000,000
|
|
100%
|
|
Over
$3,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Commercial
Lines
|
|
Initial
$500,000
|
|
$500,000
|
|
Initial
$425,000
|
|
$425,000
|
|
|
$500,000
- $4,500,000
|
|
None(1)
|
|
$425,000
- $4,500,000
|
|
None(1)
|
|
|
Over
$4,500,000
|
|
100%
|
|
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
|
|
Initial
$4,000,000
|
|
$2,400,000
|
|
|
$5,000,000
- $252,000,000
|
|
None
|
|
$4,000,000
- $180,000,000
|
|
None
|
|
|
Over
$252,000,000
|
|
100%
|
|
Over
$180,000,000
|
|
100%
|
________________
(1)
Covered by excess
of loss treaties.
(2)
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts.
In March 2017, the
Company bound its personal lines quota share reinsurance treaty
effective July 1, 2017. The treaty provides for a reduction in the
quota share ceding rate to 20%, from the current 40% in the
expiring treaty, and the provisional ceding commission rate
increases to 52.5%, from the current 52.0% in the expiring treaty.
The new treaty covers a two year period from July 1, 2017 through
June 30, 2019 (“2017/2019 Treaty”). The Company shall
have the option under broad circumstances to reduce the quota share
ceding rate or terminate the 2017/2019 Treaty effective July 1,
2018 by giving advance notice to the two reinsurers who participate
in the quota share reinsurance treaty. The two reinsurers who
participate in the quota share reinsurance treaty shall have the
option under limited circumstances to reduce the quota share ceding
rate or terminate the 2017/2019 Treaty effective July 1, 2018 by
giving advance notice to the Company.
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.
23
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.
The Company’s
estimated ultimate treaty year loss ratios (“Loss
Ratio(s)”) for treaties in effect for the three months ended
March 31, 2017 are attributable to contracts for the 2016/2017
Treaty. The Company’s Loss Ratios for treaties in
effect for the three months ended March 31, 2016 are attributable
to contracts for the 2015/2016 Treaty.
Treaties in effect for the three months ended March 31,
2017
Under the 2016/2017
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, 2016 through March 31, 2017
(attributable to the 2016/2017 Treaty) were consistent with the
contractual Loss Ratio at which the provisional ceding commissions
are earned and therefore no contingent commission was
recorded.
Treaties in effect for the three months ended March 31,
2016
Under the 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 Ratio for the period July 1, 2015 through March 31, 2016,
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 month period ended March 31,
2016, the Company’s contingent ceding commission earned was
reduced as a result of the estimated Loss Ratio for the 2015/2016
Treaty.
In addition to the
treaties that were in effect for the three months ended March 31,
2017 and 2016, 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.
24
Ceding commission
revenue consists of the following:
|
Three months ended
|
|
|
March 31,
|
|
|
2017
|
2016
|
|
|
|
Provisional
ceding commissions earned
|
$3,343,769
|
$3,099,614
|
Contingent
ceding commissions earned
|
(159,317)
|
(329,277)
|
|
$3,184,452
|
$2,770,337
|
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. As discussed above, the Loss Ratios from prior
years’ treaties are subject to change as incurred losses from
those periods develop, resulting in an increase or decrease in the
commission rate and contingent ceding commissions earned. As of
March 31, 2017 and December 31, 2016, net contingent ceding
commissions payable to reinsurers under all treaties was
approximately $1,051,000 and $773,000, respectively.
Note
7 – Stockholders’ Equity
Public Offering of Common
Stock
On January 31,
2017, the Company closed on an underwritten public offering of
2,500,000 shares of its Common Stock. On February 14, 2017, the
Company closed on the underwriters’ purchase option for an
additional 192,500 shares of its Common Stock. The public offering
price for the 2,692,500 shares sold was $12.00 per share. The
aggregate net proceeds to the Company was approximately
$30,137,000, after deducting underwriting discounts and commissions
and other offering expenses in the aggregate amount of
$2,173,000.
On March 1, 2017,
the Company used $23,000,000 of the net proceeds of the offering to
contribute capital to its insurance subsidiary, KICO, to support
its ratings upgrade plan and additional growth. The remainder of
the net proceeds will be used for general corporate purposes. A
shelf registration statement relating to the shares sold in the
offering was filed with the SEC and became effective on January 19,
2017.
Dividends Declared
Dividends declared
and paid on Common Stock were $663,837 and $457,603 for the three
months ended March 31, 2017 and 2016, respectively. The
Company’s Board of Directors approved a quarterly dividend on
May 10, 2017 of $.08 per share payable in cash on June 15, 2017 to
stockholders of record as of May 31, 2017 (see Note
11).
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. Pursuant to the Company’s 2014 Equity
Participation Plan (the “2014 Plan”), 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. 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 Compensation
Committee of the Board 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.
25
The results of
operations for the three months ended March 31, 2017 and 2016
include stock-based stock option compensation expense totaling
approximately $16,000 and $32,000, respectively. Stock-based
compensation expense related to stock options is net of estimated
forfeitures of 17% for each of the three months ended March 31,
2017 and 2016. Such amounts have been included in the condensed
consolidated statements of income and comprehensive income within
other operating expenses.
Stock-based
compensation expense for the three months ended March 31, 2017 and
2016 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. No options were granted during the three months ended March
31, 2017. The weighted average estimated fair value of stock
options granted during the three months ended March 31, 2016 was
$1.97 per share. 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:
|
Three months ended
|
|
|
March 31,
|
|
|
2017
|
2016
|
|
|
|
Dividend
Yield
|
n/a
|
3.18%
|
Volatility
|
n/a
|
31.61%
|
Risk-Free
Interest Rate
|
n/a
|
1.11%
|
Expected
Life
|
n/a
|
3.25
years
|
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.
26
A summary of stock
option activity under the Company’s 2014 Plan and 2005 Plan
for the three months ended March 31, 2017 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, 2017
|
362,750
|
$6.62
|
2.61
|
$2,586,748
|
|
|
|
|
|
Granted
|
-
|
$-
|
|
$-
|
Exercised
|
(5,250)
|
$6.53
|
|
$37,863
|
Forfeited
|
-
|
$-
|
|
$-
|
|
|
|
|
|
Outstanding
at March 31, 2017
|
357,500
|
$6.62
|
2.37
|
$3,335,360
|
|
|
|
|
|
Vested
and Exercisable at March 31, 2017
|
271,250
|
$6.43
|
2.23
|
$2,581,023
|
The aggregate
intrinsic value of options outstanding and options exercisable at
March 31, 2017 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 $15.95 closing price of the
Company’s Common Stock on March 31, 2017.
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 $33,000 from the exercise of
options for the purchase of 5,000 shares of Common Stock during the
three months ended March 31, 2017. The remaining 250 options exercised during the three months ended
March 31, 2017 were Net Exercises, resulting in the issuance of 166
shares of Common Stock. No options were exercised during the three
months ended March 31, 2016.
As of March 31,
2017, the fair value of unamortized compensation cost related to
unvested stock option awards was approximately $28,000. Unamortized
compensation cost as of March 31, 2017 is expected to be recognized
over a remaining weighted-average vesting period of 0.70
years.
As of March 31,
2017, there were 578,500 shares reserved for grants under the 2014
Plan.
Other Equity
Compensation
In January 2017,
the Company granted a total of 8,000 shares of restricted Common
Stock under the 2014 Plan to its four non-employee directors. 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 annual anniversaries following the grant
date.
In February 2017,
the Company granted a total of 16,000 shares of restricted Common
Stock under the 2014 Plan to two executive officers. The shares
granted will vest on a monthly basis over the three year period
following the grant date.
27
The fair value of
the shares will be determined on each of the vesting dates. For the
three months ended March 31, 2017, stock-based compensation of
approximately $43,000 for these grants is included in the condensed
consolidated statements of income and comprehensive
income.
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 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:
|
March 31,
|
December 31,
|
|
2017
|
2016
|
|
|
|
Deferred
tax asset:
|
|
|
Net
operating loss carryovers (1)
|
$112,760
|
$131,626
|
Claims
reserve discount
|
448,437
|
417,349
|
Unearned
premium
|
2,902,155
|
2,877,365
|
Deferred
ceding commission revenue
|
2,302,771
|
2,329,626
|
Other
|
166,025
|
188,675
|
Total
deferred tax assets
|
5,932,148
|
5,944,641
|
|
|
|
Deferred
tax liability:
|
|
|
Investment
in KICO (2)
|
1,169,000
|
1,169,000
|
Deferred
acquisition costs
|
4,239,112
|
4,161,526
|
Intangibles
|
430,100
|
459,000
|
Depreciation
and amortization
|
250,206
|
265,671
|
Net
unrealized appreciation of securities - available for
sale
|
240,155
|
56,393
|
Total
deferred tax liabilities
|
6,328,573
|
6,111,590
|
|
|
|
Net
deferred income tax liability
|
$(396,425)
|
$(166,949)
|
_____________________________
(1)
The deferred tax
assets from net operating loss carryovers (“NOL”) are
as follows:
|
March 31,
|
December 31,
|
|
Type of NOL
|
2017
|
2016
|
Expiration
|
State
only (A)
|
$698,350
|
$655,719
|
December
31, 2037
|
Valuation
allowance
|
(592,390)
|
(534,293)
|
|
State
only, net of valuation allowance
|
105,960
|
121,426
|
|
Amount
subject to Annual Limitation, federal only (B)
|
6,800
|
10,200
|
December
31, 2019
|
Total
deferred tax asset from net operating loss carryovers
|
$112,760
|
$131,626
|
|
(A) Kingstone
generates operating losses for state purposes and has prior year
NOLs available. The state NOL as of March 31, 2017 and December 31,
2016 was approximately $10,744,000 and $10,088,000, 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
2037.
(B) The Company has
an NOL of $20,000 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 three months ended March 31, 2017 and 2016. If any had
been recognized these would have been reported in income tax
expense.
Generally,
taxing authorities may examine the Company’s tax returns for
the three years from the date of filing. The Company’s tax
returns for the years ended December 31 2013 through December 31,
2016 remain subject to examination
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.
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 three months ended March 31, 2017 and 2016, the inclusion
of -0- and 54,327 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
|
|
|
March 31,
|
|
|
2017
|
2016
|
|
|
|
Weighted
average number of shares outstanding
|
9,663,751
|
7,322,385
|
Effect
of dilutive securities, common share equivalents
|
184,743
|
38,179
|
|
|
|
Weighted
average number of shares outstanding,
|
|
|
used
for computing diluted earnings per share
|
9,848,494
|
7,360,564
|
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
The Company is a
party to a non-cancellable operating lease, dated March 27, 2015,
for its office facility for KICO located in Valley Stream, New
York. In June 2016, the Company entered into a lease modification
agreement. 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 was 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
March 31, 2017, cumulative rent expense exceeded cumulative rent
payments by $86,494. 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 March 31,
2017, aggregate future minimum rental commitments under the
Company’s modified lease agreement are as
follows:
For the Year
|
|
Ending
|
|
December
31,
|
Total
|
2017
(nine months)
|
$119,939
|
2018
|
164,117
|
2019
|
169,861
|
2020
|
175,806
|
2021
|
181,959
|
Thereafter
|
432,392
|
Total
|
$1,244,074
|
Rent expense for
the three months ended March 31, 2017 and 2016 amounted to $41,342
and $26,126, respectively, and is included in the condensed
consolidated statements of income and comprehensive income within
other underwriting expenses.
Note
11 – Subsequent Events
The Company has
evaluated events that occurred subsequent to March 31, 2017 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 May 10, 2017,
the Company’s Board of Directors approved a quarterly
dividend of $.08 per share payable in cash on June 15, 2017 to
stockholders of record as of the close of business on May 31,
2017.
Reinsurance
In March 2017, the
Company bound a new personal lines quota share reinsurance treaty
with different terms effective July 1, 2017. See Note 6, Property
and Casualty Insurance Activity – Reinsurance.
32
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, a homeowners rate, rule, and form
filing was approved for use by the State of New
Jersey. We began writing business in New Jersey on May
4, 2017.
In November 2016,
we commenced a plan of action to upgrade KICO’s A. M. Best
rating. In April 2017, A.M. Best upgraded the Financial Strength
Rating (FSR) of KICO to A- (Excellent) from B++ (Good). We believe
that an A.M. Best rating of A- will open new opportunities of
growth for KICO. The plan called for us to raise capital with the
intent to contribute a portion of the proceeds to KICO and to
reduce KICO’s reliance on quota share reinsurance. On January
31, 2017, we closed on an underwritten public offering of 2,500,000
shares of our common stock. On February 14, 2017, we closed on the
underwriters’ purchase option for an additional 192,500
shares of our common stock. The public offering price for the
2,692,500 shares sold was $12.00 per share. The aggregate net
proceeds to us was approximately $30,137,000. On March 1, 2017, we
used $23,000,000 of the net proceeds of the offering to contribute
capital to KICO, to support its ratings upgrade plan and additional
growth. The remainder of the net proceeds will be used for general
corporate purposes. In March 2017, KICO bound its personal lines
quota share treaty effective July 1, 2017, reducing the quota share
rate to 20% from the current 40%.
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,
various loss adjustment expenses (“LAE”) are incurred
such as insurance adjusters’ fees and legal 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.
33
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.
Commercial
liability: We
offer businessowners 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 businessowners’ risks, including those with
limited residential exposures. In the fourth quarter of 2016, we
began offering commercial umbrella policies written above our
supporting commercial lines policies.
Commercial
automobile: Until April 2016, we provided
liability and physical damage coverage for light commercial
vehicles. 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 had no
commercial auto policies in force. We have 28 open claims remaining
as of April 30, 2017.
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.
34
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.
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.
35
Consolidated
Results of Operations
Three Months Ended March 31, 2017 Compared to Three Months Ended
March 31, 2016
The following table
summarizes the changes in the results of our operations (in
thousands) for the periods indicated:
|
Three months ended March 31,
|
|||
($
in thousands)
|
2017
|
2016
|
Change
|
Percent
|
Revenues
|
|
|
|
|
Direct
written premiums
|
$26,125
|
$23,043
|
$3,082
|
13.4%
|
Assumed
written premiums
|
4
|
5
|
(1)
|
(20.0)%
|
|
26,129
|
23,048
|
3,081
|
13.4%
|
Ceded
written premiums
|
|
|
|
|
Ceded
to quota share treaties
|
6,542
|
5,823
|
719
|
12.3%
|
Ceded
to excess of loss treaties
|
311
|
319
|
(8)
|
(2.5)%
|
Total
ceded to catastrophe treaties
|
2,542
|
2,244
|
298
|
13.3%
|
Total
ceded written premiums
|
9,395
|
8,386
|
1,009
|
12.0%
|
|
|
|
|
|
Net
written premiums
|
16,734
|
14,662
|
2,072
|
14.1%
|
|
|
|
|
|
Change
in unearned premiums
|
|
|
|
|
Direct
and assumed
|
(328)
|
(123)
|
(205)
|
166.7%
|
Ceded
to quota share treaties
|
(37)
|
(7)
|
(30)
|
428.6%
|
Change
in net unearned premiums
|
(365)
|
(130)
|
(235)
|
180.8%
|
|
|
|
|
|
Premiums
earned
|
|
|
|
|
Direct
and assumed
|
25,802
|
22,926
|
2,876
|
12.5%
|
Ceded
to quota share treaties
|
(9,432)
|
(8,394)
|
(1,038)
|
12.4%
|
Net
premiums earned
|
16,370
|
14,532
|
1,838
|
12.6%
|
Ceding
commission revenue
|
3,184
|
2,770
|
414
|
14.9%
|
Net
investment income
|
858
|
813
|
45
|
5.5%
|
Net
realized (loss) gain on investments
|
(55)
|
80
|
(135)
|
(168.8)%
|
Other
income
|
290
|
249
|
41
|
16.5%
|
Total
revenues
|
20,647
|
18,444
|
2,203
|
11.9%
|
36
|
Three months ended March 31,
|
|||
($ in thousands)
|
2017
|
2016
|
Change
|
Percent
|
|
|
|
|
|
Total revenues
|
20,647
|
18,444
|
2,203
|
11.9%
|
|
|
|
|
|
Expenses
|
|
|
|
|
Loss
and loss adjustment expenses
|
|
|
|
|
Direct
and assumed:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
12,527
|
11,460
|
1,067
|
9.3%
|
Losses
from catastrophes (1)
|
-
|
2,337
|
(2,337)
|
(100.0)%
|
Total
direct and assumed loss and loss adjustment expenses
|
12,527
|
13,797
|
(1,270)
|
(9.2)%
|
|
|
|
|
|
Ceded
loss and loss adjustment expenses:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
4,234
|
3,378
|
856
|
25.3%
|
Losses
from catastrophes (1)
|
-
|
935
|
(935)
|
(100.0)%
|
Total
ceded loss and loss adjustment expenses
|
4,234
|
4,313
|
(79)
|
(1.8)%
|
|
|
|
|
|
Net
loss and loss adjustment expenses:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
8,293
|
8,082
|
211
|
2.6%
|
Losses
from catastrophes (1)
|
-
|
1,402
|
(1,402)
|
(100.0)%
|
Net
loss and loss adjustment expenses
|
8,293
|
9,484
|
(1,191)
|
(12.6)%
|
|
|
|
|
|
Commission
expense
|
4,889
|
4,270
|
619
|
14.5%
|
Other
underwriting expenses
|
4,212
|
3,346
|
866
|
25.9%
|
Other
operating expenses
|
756
|
329
|
427
|
129.8%
|
Depreciation
and amortization
|
319
|
284
|
35
|
12.3%
|
Total
expenses
|
18,469
|
17,713
|
756
|
4.3%
|
|
|
|
|
|
Income
from operations before taxes
|
2,178
|
731
|
1,447
|
197.9%
|
Provision
for income tax
|
708
|
190
|
518
|
272.6%
|
Net income
|
$1,470
|
$541
|
$929
|
171.7%
|
(1) For the three
months ended March 31, 2016, 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 March 31,
|
|||
|
2017
|
2016
|
Percentage Point Change
|
Percent Change
|
|
|
|
|
|
Key ratios:
|
|
|
|
|
Net
loss ratio
|
50.7%
|
65.3%
|
(14.6)
|
(22.4)%
|
Net
underwriting expense ratio
|
34.5%
|
31.6%
|
2.9
|
9.2%
|
Net
combined ratio
|
85.2%
|
96.9%
|
(11.7)
|
(12.1)%
|
Direct Written
Premiums
Direct written premiums
during the three months ended March 31, 2017 (“2017”)
were $26,125,000 compared to $23,043,000 during the three months
ended March 31, 2016 (“2016”). The increase of
$3,082,000, or 13.4%, was primarily due to an increase in policies
in-force during 2017 as compared to 2016, and writing policies with
higher premiums. 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 10.8% as of March 31, 2017 compared
to March 31, 2016.
37
Net Written Premiums and Net Premiums
Earned
Net written premiums
increased $2,072,000, or 14.1%, to $16,734,000 in 2017 from
$14,662,000 in 2016. 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
40% 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. In March 2017, we bound a new personal
lines quota share treaty effective July 1, 2017, reducing the quota
share rate to 20%.
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 2017, our ceded excess of loss reinsurance
premiums decreased by $8,000 over the comparable ceded premiums for
2016. The decrease was due to more favorable rates in 2017,
partially offset by an increase in premiums subject to excess of
loss reinsurance.
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. In 2017, our catastrophe reinsurance premiums increased
by $298,000 over the comparable ceded premiums for
2016.
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.
Net premiums earned
Net premiums earned
increased $1,838,000, or 12.6%, to $16,370,000 in 2017 from
$14,532,000 in 2016. As premiums written earn ratably over a twelve
month period, net premiums earned in 2017 increased due to the
higher net written premiums generated for the twelve months ended
March 31, 2017 compared to the twelve months ended March 31,
2016.
Ceding Commission
Revenue
The following table
details the quota share provisional ceding commission rates in
effect during 2017 and 2016. This table should be referred to in
conjunction with the discussion for ceding commission revenue that
follows.
|
Three months ended
|
|
|
March 31,
|
|
|
2017
|
2016
|
|
("2016/2017 Treaty")
|
("2015/2016 Treaty")
|
|
|
|
Provisional
ceding commission rate on quota share treaty
|
|
|
Personal
lines
|
52%
|
55%
|
38
The following table
summarizes the changes in the components of ceding commission
revenue (in thousands) for the periods indicated:
|
Three months ended March 31,
|
|||
($ in thousands)
|
2017
|
2016
|
Change
|
Percent
|
|
|
|
|
|
Provisional
ceding commissions earned
|
$3,343
|
$3,099
|
$244
|
7.9%
|
Contingent
ceding commissions earned
|
(159)
|
(329)
|
170
|
(51.7)%
|
|
|
|
|
|
Total
ceding commission revenue
|
$3,184
|
$2,770
|
$414
|
14.9%
|
Ceding commission
revenue was $3,184,000 in 2017 compared to $2,770,000 in 2016. The
increase of $414,000, or 14.9%, was due to an increase in
provisional ceding commissions earned and a reduction in negative
contingent ceding commissions earned.
Provisional Ceding Commissions
Earned
We receive a
provisional ceding commission based on ceded written premiums. In
2017 our provisional ceding rate was 52% effective July 1, 2016
under the 2016/2017 Treaty. In 2016 our provisional ceding rate was
55% effective July 1, 2015 under the 2015/2016 Treaty. The $244,000
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 the decrease in our provisional
ceding commission rate as discussed above.
Contingent Ceding Commissions Earned
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 2017 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.
The 2016/2017
Treaty and 2015/2016 Treaty structure limits the amount of
contingent ceding commissions that we can receive by setting the
provisional commission rate higher than the rates we received in
prior years. As a result of the higher upfront provisional ceding
commissions that we receive, there is only a limited opportunity to
earn contingent ceding commissions under these treaties. Under our
“net” treaty structure, catastrophe losses in excess of
the $5,000,000 retention 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 “net” structure eliminates the adverse
impact that catastrophe losses can have on contingent ceding
commissions. See “Reinsurance” below for changes to our
personal lines quota share treaty to take effect on July 1,
2017.
Net Investment
Income
Net investment
income was $858,000 in 2017 compared to $813,000 in 2016. The
increase of $45,000, or 5.5%, was due to an increase in average
invested assets in 2017, partially offset by a decrease in average
yield. The average investment yield on invested assets was 3.77% as
of March 31, 2017 compared to 4.51% as of March 31, 2016. The
pre-tax equivalent investment yield on invested assets was 4.03%
and 4.80% as of March 31, 2017 and 2016, respectively. The decrease
in the average investment yield and the pre-tax equivalent
investment yield is due to a shift toward: (1) shorter duration
investments, which inherently have a lower yield, and (2) higher
rated securities. A reduction in interest rates resulted in an
increase to unrealized gains on our portfolio, which in turn
reduced the average investment yield and the pre-tax equivalent
investment yield.
39
Cash and invested
assets was $138,921,000 as of March 31, 2017, compared to
$93,976,000 as of March 31, 2016. The $44,945,000 increase in cash
and invested assets resulted primarily from the net proceeds of
$30,137,000 that we received in January and February of 2017 from
our public offering, net proceeds of $4,808,000 that we received in
April 2016 from a private placement and increased operating cash
flows for the period after March 31, 2016. The net proceeds of the
public offering was invested in cash equivalents until we received
approval from the New York State Department of Financial Services
to contribute $23,000,000 to KICO. The contribution of $23,000,000
to KICO on March 1, 2017, and subsequent investments from the
proceeds was too late in the quarter to have a material effect on
our investment income.
Other Income
Other income was $290,000 in
2017 compared to $249,000 in 2016. The increase of $41,000, or
16.5%, 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 $8,293,000 in 2017 compared to $9,484,000 in 2016. The net loss
ratio was 50.7% in 2017 compared to 65.3% in 2016, a decrease of
14.6 percentage points.
40
The following
graphs summarize the changes in the components of net loss ratio
for the periods indicated:
During 2017, the
net loss ratio decreased compared to 2016 due to a combination of
several factors. First, due to a relatively mild winter season,
there was a reduction in the impact of severe winter
weather. We record a catastrophe impact for this
component if losses incurred from winter weather claims exceed
those expected in an average winter. Since 2017 exhibited
milder than average winter weather, we did not record a catastrophe
impact from severe winter weather. This compares to the
9.7 point impact in 2016, or a decrease of 9.7 points. We
recorded no impact from prior year loss development in 2017
compared to 2.9 points of favorable prior year development in 2016,
or a decrease in the favorable impact of 2.9 points year-over-year.
In addition, the core loss ratio excluding the impact of severe
winter weather and prior year development decreased to 50.7% in
2017 from 58.5% in 2016, or a decrease of 7.8 points. The
decrease in the core net loss ratio is driven by declines in
personal lines frequency and a reduced impact from large fire
claims. 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.
41
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
Percentage of
|
||
As of
|
|
Number of Open Claims
|
Loss and LAE Reserves
|
Total Loss and LAE Reserves
|
Total Loss and
LAE Reserves
|
|||
(in thousands except number of open claims and
percentages)
|
|
|
||||||
|
|
|
|
|
|
|
|
|
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%
|
December 31, 2016
|
|
34
|
|
$2,434
|
|
$41,737
|
|
5.8%
|
March 31, 2017
|
|
29
|
|
$2,053
|
|
$44,612
|
|
4.6%
|
Commercial auto liability
loss and LAE reserves account for a rapidly decreasing percentage
of our total loss and LAE reserves, and as of March 31, 2017
comprise 4.6% 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 $4,889,000 in 2017 or 19.0% of direct earned premiums.
Commission expense was $4,270,000 in 2016 or 18.6% of direct earned
premiums. The increase of $619,000 is due to the increase in direct
written premiums in 2017 as compared to 2016. The increase in the
percentage of commission expense to direct earned premiums to 19.0%
in 2017 from 18.6% in 2016. The higher average commission rate in
2017 is due to growth in premiums written by certain producers,
which made them eligible for an increase in commission rates in
2017. In addition, average commission rates increased due to a
change in the mix of business to lines of business with higher
commission rates.
Other Underwriting
Expenses
Other underwriting
expenses were $4,212,000 in 2017 compared to $3,346,000 in 2016.
The increase of $866,000, or 25.9%, 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 were
$228,000 in 2017 compared to $25,000 in 2016. The increase of
$203,000 includes the costs of salaries and employment costs,
professional fees, IT and data services.
Salaries and
employment costs, excluding Expansion Expenses costs discussed
above, were $1,727,000 in 2017 compared to $1,516,000 in 2016. The
increase of $211,000, or 13.9%, was slightly above the 12.6%
increase in net premiums earned. Our employee bonus plan is aligned
with our combined ratio. The lower the combined ratio, the greater
the bonus percentage that our employees receive on their annual
salaries. The combined ratio decreased by 11.7 percentage points in
2017, resulting in a $94,000 increase in the 2017 accrued bonus.
The remaining increase in employment costs was due to hiring of
additional staff to service our current level of business and
anticipated growth in volume and annual rate increases in
salaries.
42
Other underwriting
expenses as a percentage of net premiums earned was 25.7% in 2017
compared to 23.0% in 2016. The table below provides an analysis of
the significant components of the 2.7 percentage point increase.
Our net underwriting expense ratio in 2017 was 34.5% compared with
31.6% in 2016. The following table shows the individual components
of our net underwriting expense ratio for the periods
indicated:
|
Three months ended
|
|
|
|
March 31,
|
Percentage
|
|
|
2017
|
2016
|
Point Change
|
|
|
|
|
Ceding
commission revenue - provisional
|
(20.4)%
|
(21.3)%
|
0.9
|
Ceding
commission revenue - contingent
|
1.0
|
2.2
|
(1.2)
|
Other
income
|
(1.6)
|
(1.7)
|
0.1
|
Acquistion
costs and other underwriting expenses:
|
|
|
|
Commission
expense
|
29.8
|
29.4
|
0.4
|
|
8.8
|
8.6
|
0.2
|
Other
underwriting expenses
|
|
|
|
Employment
costs attributable to core NY business
|
10.5
|
10.4
|
0.1
|
Expansion
Expenses
|
1.4
|
0.2
|
1.2
|
IT
expenses
|
2.0
|
1.5
|
0.5
|
Adjustment
to state premium tax rate
|
-
|
(0.9)
|
0.9
|
Other
expenses
|
11.8
|
11.8
|
-
|
Total
other underwriting expenses
|
25.7
|
23.0
|
2.7
|
|
|
|
|
Net
underwriting expense ratio
|
34.5%
|
31.6%
|
2.9
|
Other Operating
Expenses
Other operating
expenses, related to the expenses of our holding company, were
$756,000 in 2017 compared to $329,000 in 2016. The increase in 2017
of $427,000, or 129.8%, was primarily due to increases in both
executive bonus compensation and equity compensation.
Depreciation and
Amortization
Depreciation and
amortization was $319,000 in 2017 compared to $284,000 in 2016. The
increase of $35,000, or 12.3%, 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 2017 was $708,000, which resulted in an effective tax rate of
32.5%. Income tax expense in 2016 was $190,000, which resulted in
an effective tax rate of 26.0%. Income before taxes was $2,178,000
in 2017 compared to $731,000 in 2016. The increase in the effective
tax rate by 6.5 percentage points in 2017 is primarily due to a
decrease in benefits from various permanent
differences.
43
Net Income
Net income was
$1,470,000 in 2017 compared to $541,000 in 2016. The increase in
net income of $929,000, or 171.7%, was due to the circumstances
described above that caused the increase in our net premiums
earned, ceding commission revenue, net investment income, other
income and a decrease in our net loss ratio, partially offset by
increases in net realized losses on investments, other underwriting
expenses related to premium growth, other operating expenses, and
depreciation and amortization.
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.
44
|
For the Three Months Ended
|
|
|
March 31,
|
|
|
2017
|
2016
|
|
|
|
Gross
premiums written:
|
|
|
Personal
lines
|
$19,461,972
|
$17,441,086
|
Commercial
lines
|
3,584,054
|
3,128,138
|
Livery
physical damage
|
3,026,483
|
2,431,915
|
Other(1)
|
57,386
|
47,264
|
Total
|
$26,129,895
|
$23,048,403
|
|
|
|
Net
premiums written:
|
|
|
Personal
lines
|
$10,466,368
|
$9,385,438
|
Commercial
lines
|
3,202,565
|
2,814,905
|
Livery
physical damage
|
3,026,483
|
2,431,915
|
Other(1)
|
38,889
|
29,617
|
Total
|
$16,734,305
|
$14,661,875
|
|
|
|
Net
premiums earned:
|
|
|
Personal
lines
|
$10,690,583
|
$9,463,896
|
Commercial
lines
|
2,842,580
|
2,680,725
|
Livery
physical damage
|
2,792,347
|
2,255,854
|
Other(1)
|
44,238
|
131,200
|
Total
|
$16,369,748
|
$14,531,675
|
|
|
|
Net
loss and loss adjustment expenses:
|
|
|
Personal
lines
|
$5,352,112
|
$7,548,551
|
Commercial
lines
|
1,528,796
|
910,834
|
Livery
physical damage
|
965,522
|
988,553
|
Other(1)
|
(52,074)
|
(380,407)
|
Unallocated
loss adjustment expenses
|
498,640
|
416,324
|
Total
|
$8,292,996
|
$9,483,855
|
|
|
|
Net
loss ratio:
|
|
|
Personal
lines
|
50.1%
|
79.8%
|
Commercial
lines
|
53.8%
|
34.0%
|
Livery
physical damage
|
34.6%
|
43.8%
|
Other(1)
|
-117.7%
|
-289.9%
|
Total
|
50.7%
|
65.3%
|
__________________________________
(1)
“Other”
includes, among other things, premiums and loss and loss adjustment
expenses from commercial auto and our participation in a mandatory
state joint underwriting association. 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
45
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
|
|
|
March 31,
|
|
|
2017
|
2016
|
|
|
|
Revenues
|
|
|
Net
premiums earned
|
$16,369,748
|
$14,531,675
|
Ceding
commission revenue
|
3,184,452
|
2,770,337
|
Net
investment income
|
857,800
|
813,057
|
Net
realized gain (loss) on investments
|
(54,506)
|
80,436
|
Other
income
|
267,376
|
248,998
|
Total
revenues
|
20,624,870
|
18,444,503
|
|
|
|
Expenses
|
|
|
Loss
and loss adjustment expenses
|
8,292,996
|
9,483,855
|
Commission
expense
|
4,888,978
|
4,270,066
|
Other
underwriting expenses
|
4,212,417
|
3,346,441
|
Depreciation
and amortization
|
318,698
|
283,538
|
Total
expenses
|
17,713,089
|
17,383,900
|
|
|
|
Income
from operations
|
2,911,781
|
1,060,603
|
Income
tax expense
|
955,141
|
272,438
|
Net
income
|
$1,956,640
|
$788,165
|
|
|
|
|
|
|
Key Measures:
|
|
|
Net
loss ratio
|
50.7%
|
65.3%
|
Net
underwriting expense ratio
|
34.5%
|
31.6%
|
Net
combined ratio
|
85.2%
|
96.9%
|
|
|
|
Reconciliation
of net underwriting expense ratio:
|
|
|
Acquisition
costs and other
|
|
|
underwriting
expenses
|
$9,101,395
|
$7,616,507
|
Less:
Ceding commission revenue
|
(3,184,452)
|
(2,770,337)
|
Less:
Other income
|
(267,376)
|
(248,998)
|
Net
underwriting expenses
|
$5,649,567
|
$4,597,172
|
|
|
|
Net
premiums earned
|
$16,369,748
|
$14,531,675
|
|
|
|
Net
Underwriting Expense Ratio
|
34.5%
|
31.6%
|
46
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
|
|
|
|
|
|
Three months ended March 31, 2017
|
|
|
|
|
Written
premiums
|
$26,125,467
|
$4,428
|
$(9,395,590)
|
$16,734,305
|
Change
in unearned premiums
|
(330,903)
|
2,981
|
(36,635)
|
(364,557)
|
Earned
premiums
|
$25,794,564
|
$7,409
|
$(9,432,225)
|
$16,369,748
|
|
|
|
|
|
Loss
and loss adjustment expenses exluding
|
|
|
|
|
the
effect of catastrophes
|
$12,518,760
|
$8,040
|
$(4,233,804)
|
$8,292,996
|
Catastrophe
loss
|
-
|
-
|
-
|
-
|
Loss
and loss adjustment expenses
|
$12,518,760
|
$8,040
|
$(4,233,804)
|
$8,292,996
|
|
|
|
|
|
Loss
ratio excluding the effect of catastrophes
|
48.5%
|
108.5%
|
44.9%
|
50.7%
|
Catastrophe
loss
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
Loss
ratio
|
48.5%
|
108.5%
|
44.9%
|
50.7%
|
|
|
|
|
|
Three months ended March 31, 2016
|
|
|
|
|
Written
premiums
|
$23,043,325
|
$5,078
|
$(8,386,528)
|
$14,661,875
|
Change
in unearned premiums
|
(126,428)
|
3,571
|
(7,343)
|
(130,200)
|
Earned
premiums
|
$22,916,897
|
$8,649
|
$(8,393,871)
|
$14,531,675
|
|
|
|
|
|
Loss
and loss adjustment expenses exluding
|
|
|
|
|
the
effect of catastrophes
|
$11,437,764
|
$22,297
|
$(3,378,683)
|
$8,081,378
|
Catastrophe
loss
|
2,337,461
|
-
|
(934,984)
|
1,402,477
|
Loss
and loss adjustment expenses
|
$13,775,225
|
$22,297
|
$(4,313,667)
|
$9,483,855
|
|
|
|
|
|
Loss
ratio excluding the effect of catastrophes
|
49.9%
|
257.8%
|
40.3%
|
55.6%
|
Catastrophe
loss
|
10.2%
|
0.0%
|
11.1%
|
9.7%
|
Loss
ratio
|
60.1%
|
257.8%
|
51.4%
|
65.3%
|
47
The key measures
for our insurance underwriting business for the periods indicated
are as follows:
|
Three months ended
|
|
|
March 31,
|
|
|
2017
|
2016
|
|
|
|
Net
premiums earned
|
$16,369,748
|
$14,531,675
|
Ceding
commission revenue
|
3,184,452
|
2,770,337
|
Other
income
|
267,376
|
248,998
|
|
|
|
Loss
and loss adjustment expenses (1)
|
8,292,996
|
9,483,855
|
|
|
|
Acquistion
costs and other underwriting expenses:
|
|
|
Commission
expense
|
4,888,978
|
4,270,066
|
Other
underwriting expenses
|
4,212,417
|
3,346,441
|
Total
acquistion costs and other
|
|
|
underwriting
expenses
|
9,101,395
|
7,616,507
|
|
|
|
Underwriting
income
|
$2,427,185
|
$450,648
|
|
|
|
Key
Measures:
|
|
|
Net
loss ratio excluding the effect of catastrophes
|
50.7%
|
55.6%
|
Effect
of catastrophe loss on net loss ratio (1) (2)
|
0.0%
|
9.7%
|
Net
loss ratio
|
50.7%
|
65.3%
|
|
|
|
Net
underwriting expense ratio excluding the
|
|
|
effect
of catastrophes
|
34.5%
|
31.6%
|
Effect
of catastrophe loss on net underwriting
|
|
|
expense
ratio (2)
|
0.0%
|
0.0%
|
Net
underwriting expense ratio
|
34.5%
|
31.6%
|
|
|
|
Net
combined ratio excluding the effect
|
|
|
of
catastrophes
|
85.2%
|
87.2%
|
Effect
of catastrophe loss on net combined
|
|
|
ratio
(1) (2)
|
0.0%
|
9.7%
|
Net
combined ratio
|
85.2%
|
96.9%
|
|
|
|
Reconciliation
of net underwriting expense ratio:
|
|
|
Acquisition
costs and other
|
|
|
underwriting
expenses
|
$9,101,395
|
$7,616,507
|
Less:
Ceding commission revenue (1)
|
(3,184,452)
|
(2,770,337)
|
Less:
Other income
|
(267,376)
|
(248,998)
|
Net
underwriting expenses
|
$5,649,567
|
$4,597,172
|
|
|
|
Net
premium earned
|
$16,369,748
|
$14,531,675
|
|
|
|
Net
underwriting expense ratio
|
34.5%
|
31.6%
|
_________________________________________________
(1) For the
three months ended March 31, 2017 and 2016, includes the sum of net
catastrophe losses and loss adjustment expenses of $-0- and
$1,402,477, respectively, resulting from severe winter
weather.
48
(2) For the three
months ended March 31, 2016, 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 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 March 31, 2017
and December 31, 2016:
Available-for-Sale
Securities
|
March 31, 2017
|
|||||
|
|
|
|
|
|
|
|
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
|
$7,582,088
|
$214,232
|
$(18,806)
|
$(18,710)
|
$7,758,804
|
7.0%
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
70,449,109
|
781,970
|
(556,753)
|
(7,370)
|
70,666,956
|
63.8%
|
|
|
|
|
|
|
|
Residential
mortgage and other
|
|
|
|
|
|
|
asset
backed securities
|
22,523,039
|
72,990
|
(308,073)
|
(26,361)
|
22,261,595
|
20.1%
|
Total
fixed-maturity securities
|
100,554,236
|
1,069,192
|
(883,632)
|
(52,441)
|
100,687,355
|
90.9%
|
Equity
Securities
|
9,545,785
|
820,089
|
(120,639)
|
(142,740)
|
10,102,495
|
9.1%
|
Total
|
$110,100,021
|
$1,889,281
|
$(1,004,271)
|
$(195,181)
|
$110,789,850
|
100.0%
|
|
December 31, 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
|
$8,053,449
|
$199,028
|
$(46,589)
|
$-
|
$8,205,888
|
9.1%
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
53,728,395
|
600,519
|
(638,113)
|
(5,612)
|
53,685,189
|
59.4%
|
|
|
|
|
|
|
|
Residential
mortgage backed
|
|
|
|
|
|
|
securities
|
18,814,784
|
70,682
|
(309,273)
|
(38,442)
|
18,537,751
|
20.5%
|
Total
fixed-maturity securities
|
80,596,628
|
870,229
|
(993,975)
|
(44,054)
|
80,428,828
|
89.0%
|
Equity
Securities
|
9,709,385
|
701,641
|
(255,301)
|
(168,039)
|
9,987,686
|
11.0%
|
Total
|
$90,306,013
|
$1,571,870
|
$(1,249,276)
|
$(212,093)
|
$90,416,514
|
100.0%
|
49
Held-to-Maturity
Securities
|
March 31, 2017
|
|||||
|
|
|
|
|
|
|
|
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
|
$606,436
|
$147,603
|
|
|
$754,039
|
14.6%
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
1,149,119
|
38,236
|
(1,868)
|
|
1,185,487
|
23.0%
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
3,139,888
|
98,656
|
(7,065)
|
(11,654)
|
3,219,825
|
62.4%
|
|
|
|
|
|
|
|
Total
|
$4,895,443
|
$284,495
|
$(8,933)
|
$(11,654)
|
$5,159,351
|
100.0%
|
|
December 31, 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
|
$606,427
|
$147,612
|
$-
|
$-
|
$754,039
|
14.2%
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
1,349,916
|
37,321
|
-
|
-
|
1,387,237
|
26.2%
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
3,138,559
|
72,784
|
(7,619)
|
(46,881)
|
3,156,843
|
59.6%
|
|
|
|
|
|
|
|
Total
|
$5,094,902
|
$257,717
|
$(7,619)
|
$(46,881)
|
$5,298,119
|
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 March 31,
2017 and December 31, 2016 is shown below:
|
March 31, 2017
|
December 31, 2016
|
||
|
Amortized
|
|
Amortized
|
|
Remaining Time to
Maturity
|
Cost
|
Fair Value
|
Cost
|
Fair Value
|
|
|
|
|
|
Less
than one year
|
$-
|
$-
|
$-
|
$-
|
One
to five years
|
650,000
|
641,068
|
650,000
|
642,455
|
Five
to ten years
|
3,639,007
|
3,764,244
|
3,838,475
|
3,901,625
|
More
than 10 years
|
606,436
|
754,039
|
606,427
|
754,039
|
Total
|
$4,895,443
|
$5,159,351
|
$5,094,902
|
$5,298,119
|
50
Credit Rating of Fixed-Maturity
Securities
The table below
summarizes the credit quality of our available-for-sale
fixed-maturity securities as of March 31, 2017 and December 31,
2016 as rated by Standard & Poor’s (or, if unavailable
from Standard & Poor’s, then Moody’s or
Fitch):
|
March 31, 2017
|
December 31, 2016
|
||
|
|
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
|
1,569,684
|
1.6%
|
1,801,106
|
2.2%
|
AA
|
7,265,319
|
7.2%
|
7,236,457
|
9.0%
|
A
|
16,722,227
|
16.6%
|
13,944,784
|
17.3%
|
BBB
|
51,660,891
|
51.3%
|
38,908,731
|
48.4%
|
BB
|
1,207,640
|
1.2%
|
-
|
0.0%
|
Total
corporate and municipal bonds
|
78,425,761
|
77.9%
|
61,891,078
|
76.9%
|
|
|
|
|
|
Residential
mortgage and other asset backed securities
|
|
|
|
|
AAA
|
2,008,270
|
2.0%
|
-
|
0.0%
|
AA
|
13,589,245
|
13.5%
|
14,143,828
|
17.7%
|
A
|
2,654,485
|
2.6%
|
173,973
|
0.2%
|
CCC
|
488,902
|
0.5%
|
513,369
|
0.6%
|
C
|
28,905
|
0.0%
|
112,136
|
0.1%
|
D
|
3,491,787
|
3.5%
|
3,594,444
|
4.5%
|
Total
residential mortgage and other asset backed securities
|
22,261,594
|
22.1%
|
18,537,750
|
23.1%
|
|
|
|
|
|
Total
|
$100,687,355
|
100.0%
|
$80,428,828
|
100.0%
|
The table below
summarizes the average yield by type of fixed-maturity security as
of March 31, 2017 and December 31, 2016:
Category
|
March 31,
2017
|
December 31,
2016
|
U.S.
Treasury securities and
|
|
|
obligations
of U.S. government
|
|
|
corporations
and agencies
|
3.44%
|
3.44%
|
|
|
|
Political
subdivisions of States,
|
|
|
Territories
and Possessions
|
3.88%
|
3.87%
|
|
|
|
Corporate
and other bonds
|
|
|
Industrial
and miscellaneous
|
3.89%
|
3.86%
|
|
|
|
Residential
mortgage and other asset backed securities
|
3.05%
|
3.83%
|
|
|
|
Total
|
3.71%
|
3.85%
|
51
The table below
lists the weighted average maturity and effective duration in years
on our fixed-maturity securities as of March 31, 2017 and December
31, 2016:
|
March 31,
2017
|
December 31,
2016
|
Weighted
average effective maturity
|
5.6
|
5.0
|
|
|
|
Weighted
average final maturity
|
8.3
|
8.3
|
|
|
|
Effective
duration
|
4.8
|
4.4
|
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 March 31,
2017 and December 31, 2016, 69% and 65%, 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 March 31, 2017 and December 31, 2016. As of
March 31, 2017 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. As of
December 31, 2016, the full amount of the write-down was recognized
as a credit component of OTTI in the amount of $69,911. 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 March 31, 2017 and December 31, 2016:
52
|
March 31, 2017
|
|||||||
|
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
|
$759,346
|
$(18,806)
|
2
|
$313,326
|
$(18,710)
|
1
|
$1,072,672
|
$(37,516)
|
|
|
|
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
|
|
|
|
miscellaneous
|
26,857,516
|
(556,753)
|
46
|
238,393
|
(7,370)
|
1
|
27,095,909
|
(564,123)
|
|
|
|
|
|
|
|
|
|
Residential
mortgage and other
|
|
|
|
|
|
|
|
|
asset
backed securities
|
18,537,897
|
(308,073)
|
30
|
477,494
|
(26,361)
|
4
|
19,015,391
|
(334,434)
|
|
|
|
|
|
|
|
|
|
Total
fixed-maturity
|
|
|
|
|
|
|
|
|
securities
|
$46,154,759
|
$(883,632)
|
78
|
$1,029,213
|
$(52,441)
|
6
|
$47,183,972
|
$(936,073)
|
|
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
Preferred
stocks
|
$3,376,750
|
$(120,639)
|
7
|
$656,000
|
$(75,322)
|
1
|
$4,032,750
|
$(195,961)
|
Common
stocks
|
-
|
-
|
-
|
291,000
|
(67,418)
|
1
|
291,000
|
(67,418)
|
|
|
|
|
|
|
|
|
|
Total
equity securities
|
$3,376,750
|
$(120,639)
|
7
|
$947,000
|
$(142,740)
|
2
|
$4,323,750
|
$(263,379)
|
|
|
|
|
|
|
|
|
|
Total
|
$49,531,509
|
$(1,004,271)
|
85
|
$1,976,213
|
$(195,181)
|
8
|
$51,507,722
|
$(1,199,452)
|
53
|
December 31, 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
|
$1,067,574
|
$(46,589)
|
3
|
$-
|
$-
|
-
|
$1,067,574
|
$(46,589)
|
|
|
|
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
|
|
|
|
miscellaneous
|
19,859,293
|
(638,113)
|
34
|
239,970
|
(5,612)
|
1
|
20,099,263
|
(643,725)
|
|
|
|
|
|
|
|
|
|
Residential
mortgage
|
|
|
|
|
|
|
|
|
backed
securities
|
15,918,090
|
(309,273)
|
30
|
675,316
|
(38,442)
|
6
|
16,593,406
|
(347,715)
|
|
|
|
|
|
|
|
|
|
Total
fixed-maturity
|
|
|
|
|
|
|
|
|
securities
|
$36,844,957
|
$(993,975)
|
67
|
$915,286
|
$(44,054)
|
7
|
$37,760,243
|
$(1,038,029)
|
|
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
Preferred
stocks
|
$3,759,850
|
$(241,333)
|
8
|
$660,750
|
$(70,571)
|
1
|
$4,420,600
|
$(311,904)
|
Common
stocks
|
288,075
|
(13,968)
|
1
|
424,550
|
(97,468)
|
1
|
712,625
|
(111,436)
|
|
|
|
|
|
|
|
|
|
Total
equity securities
|
$4,047,925
|
$(255,301)
|
9
|
$1,085,300
|
$(168,039)
|
2
|
$5,133,225
|
$(423,340)
|
|
|
|
|
|
|
|
|
|
Total
|
$40,892,882
|
$(1,249,276)
|
76
|
$2,000,586
|
$(212,093)
|
9
|
$42,893,468
|
$(1,461,369)
|
54
There were 93
securities at March 31, 2017 that accounted for the gross
unrealized loss, none of which were deemed by us to be other than
temporarily impaired. There were 85 securities at December 31, 2016
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.
On January 31,
2017, we closed on an underwritten public offering of 2,500,000
shares of our common stock. On February 14, 2017, we closed on the
underwriters’ purchase option for an additional 192,500
shares of our common stock. The public offering price for the
2,692,500 shares sold was $12.00 per share. The aggregate net
proceeds to us was approximately $30,137,000. On March 1, 2017, we
used $23,000,000 of the net proceeds of the offering to contribute
capital to KICO, to support its ratings upgrade plan and additional
growth. The remainder of the net proceeds will be used for general
corporate purposes.
Through the quarter
ended March 31, 2017, the primary source of cash flow for our
holding company are dividends received from KICO, subject to
statutory restrictions. For the three months ended March
31, 2017, KICO paid dividends of $500,000 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.
55
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:
Three Months Ended March 31,
|
2017
|
2016
|
|
|
|
Cash
flows provided by (used in):
|
|
|
Operating
activities
|
$2,056,143
|
$2,672,714
|
Investing
activities
|
(20,370,870)
|
(10,091,378)
|
Financing
activities
|
29,505,862
|
(553,484)
|
Net increase (decrease) in cash and cash
equivalents
|
11,191,135
|
(7,972,148)
|
Cash
and cash equivalents, beginning of period
|
12,044,520
|
13,551,372
|
Cash and cash equivalents, end of period
|
$23,235,655
|
$5,579,224
|
Net cash provided
by operating activities was $2,056,000 in 2017 as compared to
$2,673,000 in 2016. The $617,000 decrease in cash flows provided by
operating activities in 2017 was primarily a result of a decrease
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, partially offset by an
increase in net income (adjusted for non-cash items) of $1,233,000.
We had a greater amount of payables and accrued liabilities
including commissions and employee bonuses as of December 31, 2016
compared to December 31, 2015, which were paid in the subsequent
three months ended in 2017 and 2016.
Net cash used in
investing activities was $20,371,000 in 2017 compared to
$10,091,000 in 2016. The $10,280,000 increase in net cash used in
investing activities is the result of a $5,089,000 increase in
acquisitions of invested assets, a $4,524,000 decrease in sales or
maturities of invested assets and a $415,000 increase in the amount
of fixed asset acquisitions in 2017.
Net cash provided
by financing activities was $29,506,000 in 2017 compared to
$553,000 used in 2016. The $30,059,000 increase in net cash
provided by financing activities is the result of the $30,137,000
net proceeds we received from the public offering of our common
stock in January/February 2017 and a $96,000 decrease in the
purchase of treasury stock, offset partially by a $206,000 increase
in dividends paid due to an increase in the 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 treaty in effect for 2017 for our personal lines
business, which primarily consists of homeowners’ policies,
was covered under the 2016/2017 Treaty. Our quota share reinsurance
treaty in effect for 2016 for our personal lines business, which
primarily consists of homeowners’ policies, was covered under
the 2015/2016 Treaty.
Our 2015/2016
Treaty and 2016/2017 Treaty provide for the following material
terms:
56
|
Treaty Year
|
|
|
July 1, 2016
|
July 1, 2015
|
|
to
|
to
|
Line of Busines
|
June 30, 2017
|
June 30, 2016
|
|
|
|
Personal
Lines:
|
|
|
Homeowners,
dwelling fire and canine legal liability
|
|
|
Quota
share treaty:
|
|
|
Percent
ceded
|
40%
|
40%
|
Risk
retained
|
$500,000
|
$450,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
$833,333
|
$750,000
|
Excess
of loss coverage above quota share coverage
|
$3,666,667
|
$3,750,000
|
|
in excess of
|
in excess of
|
|
$833,333
|
$750,000
|
Total
reinsurance coverage per occurrence
|
$4,000,000
|
$4,050,000
|
Losses
per occurrence subject to reinsurance coverage
|
$4,500,000
|
$4,500,000
|
Expiration
date
|
June
30, 2017
|
June
30, 2016
|
|
|
|
Personal
Umbrella
|
|
|
Quota
share treaty:
|
|
|
Percent
ceded - first $1,000,000 of coverage
|
90%
|
90%
|
Percent
ceded - excess of $1,000,000 dollars of coverage
|
100%
|
100%
|
Risk
retained
|
$100,000
|
$100,000
|
Total
reinsurance coverage per occurrence
|
$4,900,000
|
$2,900,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
$5,000,000
|
$3,000,000
|
Expiration
date
|
June
30, 2017
|
June
30, 2016
|
|
|
|
Commercial
Lines:
|
|
|
General
liability commercial policies, except for commercial
auto
|
|
|
Quota
share treaty:
|
|
|
Percent
ceded (terminated effective July 1, 2014)
|
None
|
None
|
Risk
retained
|
$500,000
|
$425,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
None
|
None
|
Excess
of loss coverage above quota share coverage
|
$4,000,000
|
$4,075,000
|
|
in excess of
|
in ecess of
|
|
$500,000
|
$425,000
|
Total
reinsurance coverage per occurrence
|
$4,000,000
|
$4,075,000
|
Losses
per occurrence subject to reinsurance coverage
|
$4,500,000
|
$4,500,000
|
|
|
|
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
|
Excess
of loss coverage in excess of risk retained
|
|
$1,700,000
|
|
|
in
excess of
|
|
|
$300,000
|
Catastrophe
Reinsurance:
|
|
|
Initial
loss subject to personal lines quota share treaty
|
$5,000,000
|
$4,000,000
|
Risk
retained per catastrophe occurrence (1)
|
$3,000,000
|
$2,400,000
|
Catastrophe
loss coverage in excess of quota share coverage (2)
(3)
|
$247,000,000
|
$176,000,000
|
Severe
winter weather aggregate (3)
|
No
|
Yes
|
Reinstatement
premium protection (4)
|
Yes
|
Yes
|
57
(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, 2015
through June 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 and under the treaties that expired on June
30, 2016 are as follows:
|
|
July 1, 2016 - June 30, 2017
|
|
July 1, 2015 - June 30, 2016
|
||||
Treaty
|
|
Extent of Loss
|
|
Risk Retained
|
Extent of Loss
|
|
Risk Retained
|
|
Personal
Lines
|
|
Initial
$833,333
|
|
$500,000
|
|
Initial
$750,000
|
|
$450,000
|
|
|
$833,333
- $4,500,000
|
|
None(1)
|
|
$750,000
- $4,500,000
|
|
None(1)
|
|
|
Over
$4,500,000
|
|
100%
|
|
Over
$4,500,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Personal
Umbrella
|
|
Initial
$1,000,000
|
|
$100,000
|
|
Initial
$1,000,000
|
|
$100,000
|
|
|
$1,000,000
- $5,000,000
|
|
None(1)
|
|
$1,000,000
- $3,000,000
|
|
None(1)
|
|
|
Over
$5,000,000
|
|
100%
|
|
Over
$3,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Commercial
Lines
|
|
Initial
$500,000
|
|
$500,000
|
|
Initial
$425,000
|
|
$425,000
|
|
|
$500,000
- $4,500,000
|
|
None(1)
|
|
$425,000
- $4,500,000
|
|
None(1)
|
|
|
Over
$4,500,000
|
|
100%
|
|
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
|
|
Initial
$4,000,000
|
|
$2,400,000
|
|
|
$5,000,000
- $252,000,000
|
|
None
|
|
$4,000,000
- $180,000,000
|
|
None
|
|
|
Over
$252,000,000
|
|
100%
|
|
Over
$180,000,000
|
|
100%
|
________________
(1)
Covered by excess
of loss treaties.
(2)
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts.
New Quota Share Reinsurance Treaty
Effective July 1, 2017
In
March 2017, we bound our personal lines quota share reinsurance
treaty effective July 1, 2017. The treaty provides for a reduction
in the quota share ceding rate to 20%, from the current 40% in the
expiring treaty, and the provisional ceding commission rate
increases to 52.5%, from the current 52.0% in the expiring treaty.
The new treaty covers a two year period from July 1, 2017 through
June 30, 2019 (“2017/2019 Treaty”). We shall have the
option under broad circumstances to reduce the quota share ceding
rate or terminate the 2017/2019 Treaty effective July 1, 2018 by
giving advance notice to the two reinsurers who participate in the
quota share reinsurance treaty. The two reinsurers who participate
in the quota share reinsurance treaty shall have the option under
limited circumstances to reduce the quota share ceding rate or
terminate the 2017/2019 Treaty effective July 1, 2018 by giving
advance notice to us.
58
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, 2016 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.
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 March 31,
2017.
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.
59
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 March 31,
2017.
Item 3. Defaults Upon
Senior Securities.
None
Item 4. Mine Safety
Disclosures.
Not
applicable
Item 5. Other
Information.
None
60
Item 6. Exhibits.
3(a)
|
|
Restated
Certificate of Incorporation, as amended1
|
|
|
|
3(b)
|
|
By-laws, as
amended2
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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.
61
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: May
11, 2017
|
By:
|
/s/
Barry
B. Goldstein
|
|
|
|
Barry B.
Goldstein
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
Dated: May
11, 2017
|
By:
|
/s/
Victor
Brodsky
|
|
|
|
Victor
Brodsky
|
|
|
|
Chief Financial
Officer
|
|
62