KINGSTONE COMPANIES, INC. - Quarter Report: 2019 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
☑
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2019
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to _________
Commission File Number 0-1665
KINGSTONE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
|
36-2476480
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification Number)
|
15 Joys Lane
Kingston, NY 12401
(Address of principal executive offices)
(845) 802-7900
(Registrant’s telephone number, including area
code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name of
each exchange on which registered
|
Common
Stock, $0.01 par value per share
|
KINS
|
Nasdaq Global Select Market
|
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
every Interactive Data File required to be submitted 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 such files).
Yes ☑ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated
filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
|
☐
|
Accelerated filer
|
☑
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☑
|
|
|
Emerging growth company
|
☐
|
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
August 7, 2019, there were 10,775,550 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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1
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1
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1
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2
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3
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6
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7
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41
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74
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75
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PART II — OTHER INFORMATION
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76
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76
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76
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76
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76
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76
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76
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77
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78
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i
Forward-Looking Statements
This
Quarterly Report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
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
results or other consequences of our plans or strategies, projected
or anticipated results from acquisitions to be made by us, or
projections involving anticipated revenues, earnings, costs 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, which may influence the accuracy of
the statements and the projections upon which the statements are
based. Factors which may cause actual results and outcomes to
differ materially from those contained in the forward-looking
statements include, but are not limited to the risks and
uncertainties discussed in Part I Item 1A of our Annual Report on
Form 10-K for the year ended December 31, 2018.
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 except as required by
law.
ii
PART I. FINANCIAL
INFORMATION
Item
1.
Financial
Statements.
KINGSTONE COMPANIES, INC. AND
SUBSIDIARIES
|
Condensed Consolidated Balance Sheets
|
|
June 30,
|
December 31,
|
|
2019
|
2018
|
|
(unaudited)
|
|
Assets
|
|
|
Fixed-maturity
securities, held-to-maturity, at amortized cost (fair value
of
|
|
|
$4,114,072
at June 30, 2019 and $4,426,416 at December 31, 2018)
|
$3,824,620
|
$4,222,855
|
Fixed-maturity
securities, available-for-sale, at fair value (amortized cost
of
|
|
|
$160,085,628
at June 30, 2019 and $155,431,261 at December 31,
2018)
|
164,334,869
|
151,777,516
|
Equity
securities, at fair value (cost of $22,254,788 at June 30, 2019
and
|
|
|
$18,305,986
at December 31, 2018)
|
22,738,950
|
16,572,616
|
Other
investments
|
2,335,874
|
1,855,225
|
Total
investments
|
193,234,313
|
174,428,212
|
Cash
and cash equivalents
|
18,895,805
|
21,138,403
|
Premiums
receivable, net
|
14,958,200
|
13,961,599
|
Reinsurance
receivables, net
|
28,643,360
|
26,367,115
|
Deferred
policy acquisition costs
|
19,413,809
|
17,907,737
|
Intangible
assets, net
|
500,000
|
670,000
|
Property
and equipment, net
|
7,350,068
|
6,056,929
|
Deferred
income taxes, net
|
216,474
|
354,233
|
Other
assets
|
6,256,815
|
5,867,850
|
Total assets
|
$289,468,844
|
$266,752,078
|
|
|
|
Liabilities
|
|
|
Loss
and loss adjustment expense reserves
|
$69,675,120
|
$56,197,106
|
Unearned
premiums
|
85,488,146
|
79,032,131
|
Advance
premiums
|
3,468,225
|
2,107,629
|
Reinsurance
balances payable
|
2,806,903
|
1,933,376
|
Deferred
ceding commission revenue
|
3,100,156
|
2,686,677
|
Accounts
payable, accrued expenses and other liabilities
|
7,877,191
|
6,819,231
|
Income
taxes payable
|
-
|
15,035
|
Long-term
debt, net
|
29,383,341
|
29,295,251
|
Total
liabilities
|
201,799,082
|
178,086,436
|
|
|
|
Commitments and Contingencies (note 11)
|
|
|
|
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Stockholders' Equity
|
|
|
Preferred
stock, $.01 par value; authorized 2,500,000 shares
|
-
|
-
|
Common
stock, $.01 par value; authorized 20,000,000 shares; issued
11,802,087 shares
|
|
|
at
June 30, 2019 and 11,775,148 shares at December 31, 2018;
outstanding
|
|
|
10,774,648
shares at June 30, 2019 and 10,747,709 shares at December 31,
2018
|
118,020
|
117,751
|
Capital
in excess of par
|
68,373,590
|
67,763,940
|
Accumulated
other comprehensive income (loss)
|
3,359,047
|
(2,884,313)
|
Retained
earnings
|
18,531,657
|
26,380,816
|
|
90,382,314
|
91,378,194
|
Treasury
stock, at cost, 1,027,439 shares at June 30, 2019
|
|
|
and
at December 31, 2018
|
(2,712,552)
|
(2,712,552)
|
Total stockholders' equity
|
87,669,762
|
88,665,642
|
|
|
|
Total liabilities and stockholders' equity
|
$289,468,844
|
$266,752,078
|
See accompanying notes to condensed consolidated financial
statements.
1
KINGSTONE COMPANIES, INC. AND
SUBSIDIARIES
|
|||||||
Condensed Consolidated Statements of Operations and Comprehensive
Income (Loss) (Unaudited)
|
|
For the Three Months Ended
|
For the Six Months Ended
|
||
|
June 30,
|
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Revenues
|
|
|
|
|
Net
premiums earned
|
$31,201,279
|
$24,104,614
|
$60,797,168
|
$46,942,231
|
Ceding
commission revenue
|
675,695
|
1,691,168
|
1,953,378
|
3,386,326
|
Net
investment income
|
1,719,769
|
1,556,866
|
3,343,481
|
2,940,855
|
Net
gains (losses) on investments
|
678,655
|
(106,733)
|
2,714,018
|
(629,860)
|
Other
income
|
329,972
|
300,271
|
695,873
|
608,504
|
Total
revenues
|
34,605,370
|
27,546,186
|
69,503,918
|
53,248,056
|
|
|
|
|
|
Expenses
|
|
|
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|
Loss
and loss adjustment expenses
|
17,672,308
|
11,176,085
|
46,806,532
|
28,442,415
|
Commission
expense
|
7,299,173
|
6,017,189
|
14,152,589
|
11,817,137
|
Other
underwriting expenses
|
5,416,449
|
5,075,986
|
11,552,440
|
10,107,489
|
Other
operating expenses
|
1,097,468
|
843,816
|
2,068,640
|
1,090,674
|
Depreciation
and amortization
|
627,669
|
424,161
|
1,230,001
|
833,592
|
Interest
expense
|
456,545
|
451,962
|
913,090
|
908,507
|
Total
expenses
|
32,569,612
|
23,989,199
|
76,723,292
|
53,199,814
|
|
|
|
|
|
Income
(loss) before taxes
|
2,035,758
|
3,556,987
|
(7,219,374)
|
48,242
|
Income
tax expense (benefit)
|
396,378
|
799,690
|
(1,523,564)
|
8,879
|
Net income (loss)
|
1,639,380
|
2,757,297
|
(5,695,810)
|
39,363
|
|
|
|
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
Gross
change in unrealized gains (losses)
|
|
|
|
|
on
available-for-sale-securities
|
3,679,475
|
(1,475,767)
|
7,868,191
|
(4,349,246)
|
|
|
|
|
|
Reclassification
adjustment for losses
|
|
|
|
|
included
in net income
|
12,364
|
76,126
|
34,795
|
319,899
|
Net
change in unrealized gains (losses)
|
3,691,839
|
(1,399,641)
|
7,902,986
|
(4,029,347)
|
Income
tax benefit (expense) related to items
|
|
|
|
|
of
other comprehensive income (loss)
|
(775,285)
|
293,723
|
(1,659,626)
|
845,961
|
Other comprehensive income (loss), net of tax
|
2,916,554
|
(1,105,918)
|
6,243,360
|
(3,183,386)
|
|
|
|
|
|
Comprehensive income (loss)
|
$4,555,934
|
$1,651,379
|
$547,550
|
$(3,144,023)
|
|
|
|
|
|
Earnings (loss) per common share:
|
|
|
|
|
Basic
|
$0.15
|
$0.26
|
$(0.53)
|
$0.00
|
Diluted
|
$0.15
|
$0.25
|
$(0.53)
|
$0.00
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
Basic
|
10,771,717
|
10,664,806
|
10,764,824
|
10,667,385
|
Diluted
|
10,785,064
|
10,820,322
|
10,764,824
|
10,828,020
|
|
|
|
|
|
Dividends declared and paid per common share
|
$0.1000
|
$0.1000
|
$0.2000
|
$0.2000
|
See accompanying notes to condensed consolidated financial
statements.
2
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
|
||||||||||
Three months ended June 30, 2019 and 2018
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Capital
|
Other
|
|
|
|
|
|
Preferred Stock
|
Common Stock
|
in Excess
|
Comprehensive
|
Retained
|
Treasury Stock
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
of Par
|
Income (Loss)
|
Earnings
|
Shares
|
Amount
|
Total
|
Balance, April
1, 2018
|
-
|
$-
|
11,679,334
|
$116,793
|
$68,163,744
|
$(1,391,063)
|
$23,780,755
|
1,012,669
|
$(2,509,193)
|
$88,161,036
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
176,109
|
-
|
-
|
-
|
-
|
176,109
|
Vesting of
restricted stock awards
|
-
|
-
|
3,706
|
37
|
(37)
|
-
|
-
|
-
|
-
|
-
|
Shares
deducted from restricted stock
|
|
|
|
|
|
|
|
|
|
|
awards for
payment of withholding taxes
|
-
|
-
|
(536)
|
(5)
|
(9,304)
|
-
|
-
|
-
|
-
|
(9,309)
|
Exercise of
stock options
|
-
|
-
|
3,400
|
34
|
17,272
|
-
|
-
|
-
|
-
|
17,306
|
Acquisition of
treasury stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
11,775
|
(203,329)
|
(203,329)
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,066,384)
|
-
|
-
|
(1,066,384)
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
2,757,297
|
-
|
-
|
2,757,297
|
Change in
unrealized losses on available-
|
|
|
|
|
|
|
|
|
|
|
for-sale
securities, net of tax
|
-
|
-
|
-
|
-
|
-
|
(1,105,918)
|
-
|
-
|
-
|
(1,105,918)
|
Balance, June
30, 2018
|
-
|
$-
|
11,685,904
|
$116,859
|
$68,347,784
|
$(2,496,981)
|
$25,471,668
|
1,024,444
|
$(2,712,522)
|
$88,726,808
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Capital
|
Other
|
|
|
|
|
|
Preferred Stock
|
Common Stock
|
in Excess
|
Comprehensive
|
Retained
|
Treasury Stock
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
of Par
|
Income (Loss)
|
Earnings
|
Shares
|
Amount
|
Total
|
Balance,
April 1, 2019
|
-
|
$-
|
11,796,188
|
$117,962
|
$67,957,604
|
$442,493
|
$17,969,664
|
1,027,439
|
$(2,712,552)
|
$83,775,171
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
399,325
|
-
|
-
|
-
|
-
|
399,325
|
Vesting
of restricted stock awards
|
-
|
-
|
3,553
|
34
|
(34)
|
-
|
-
|
-
|
-
|
-
|
Shares
deducted from restricted stock
|
|
|
|
|
|
|
|
|
|
|
awards
for payment of withholding taxes
|
-
|
-
|
(654)
|
(6)
|
(6,825)
|
-
|
-
|
-
|
-
|
(6,831)
|
Exercise
of stock options
|
-
|
-
|
3,000
|
30
|
23,250
|
-
|
-
|
-
|
-
|
23,280
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,077,387)
|
-
|
-
|
(1,077,387)
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
1,639,380
|
-
|
-
|
1,639,380
|
Change
in unrealized gains on available-
|
|
|
|
|
|
|
|
|
|
|
for-sale
securities, net of tax
|
-
|
-
|
-
|
-
|
-
|
2,916,554
|
-
|
-
|
-
|
2,916,554
|
Balance,
June 30, 2019
|
-
|
$-
|
11,802,087
|
$118,020
|
$68,373,320
|
$3,359,047
|
$18,531,657
|
1,027,439
|
$(2,712,552)
|
$87,669,492
|
See accompanying notes to condensed consolidated financial
statements.
3
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
|
||||||||||
Six months ended June 30, 2019 and 2018
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Capital
|
Other
|
|
|
|
|
|
Preferred Stock
|
Common Stock
|
in Excess
|
Comprehensive
|
Retained
|
Treasury Stock
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
of Par
|
Income (Loss)
|
Earnings
|
Shares
|
Amount
|
Total
|
Balance,
January 1, 2018, as reported
|
-
|
$-
|
11,618,646
|
$116,186
|
$68,380,390
|
$1,100,647
|
$27,152,822
|
986,809
|
$(2,172,299)
|
$94,577,746
|
Cumulative
effect of adoption of updated
|
|
|
|
|
|
|
|
|
|
|
accounting
guidance for equity
|
|
|
|
|
|
|
|
|
|
|
financial
instruments at January 1, 2018
|
-
|
-
|
-
|
-
|
-
|
(414,242)
|
414,242
|
-
|
-
|
-
|
Balance,
January 1, 2018, as adjusted
|
-
|
-
|
11,618,646
|
116,186
|
68,380,390
|
686,405
|
27,567,064
|
986,809
|
(2,172,299)
|
94,577,746
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
284,477
|
-
|
-
|
-
|
-
|
284,477
|
Shares
deducted from exercise of stock
|
|
|
|
|
|
|
|
|
|
|
options for
payment of withholding taxes
|
-
|
-
|
(15,750)
|
(158)
|
(341,612)
|
-
|
-
|
-
|
-
|
(341,770)
|
Vesting of
restricted stock awards
|
-
|
-
|
10,886
|
109
|
(109)
|
-
|
-
|
-
|
-
|
-
|
Shares
deducted from restricted stock
|
|
|
|
|
|
|
|
|
|
|
awards for
payment of withholding taxes
|
-
|
-
|
(1,154)
|
(14)
|
(21,509)
|
-
|
-
|
-
|
-
|
(21,523)
|
Exercise of
stock options
|
-
|
-
|
73,276
|
736
|
46,147
|
-
|
-
|
-
|
-
|
46,883
|
Acquisition of
treasury stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
37,635
|
(540,223)
|
(540,223)
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,134,759)
|
-
|
-
|
(2,134,759)
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
39,363
|
-
|
-
|
39,363
|
Change in
unrealized losses on available-
|
|
|
|
|
|
|
|
|
|
|
for-sale
securities, net of tax
|
-
|
-
|
-
|
-
|
-
|
(3,183,386)
|
-
|
-
|
-
|
(3,183,386)
|
Balance, June
30, 2018
|
-
|
$-
|
11,685,904
|
$116,859
|
$68,347,784
|
$(2,496,981)
|
$25,471,668
|
1,024,444
|
$(2,712,522)
|
$88,726,808
|
See accompanying notes to condensed consolidated financial
statements.
4
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
|
||||||||||
Six months ended June 30, 2019 and 2018 Continued
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Capital
|
Other
|
|
|
|
|
|
Preferred Stock
|
Common Stock
|
in Excess
|
Comprehensive
|
Retained
|
Treasury Stock
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
of Par
|
Income (Loss)
|
Earnings
|
Shares
|
Amount
|
Total
|
Balance,
January 1, 2019
|
-
|
$-
|
11,775,148
|
$117,751
|
$67,763,940
|
$(2,884,313)
|
$26,380,816
|
1,027,439
|
$(2,712,552)
|
$88,665,642
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
709,207
|
-
|
-
|
-
|
-
|
709,207
|
Vesting of
restricted stock awards
|
-
|
-
|
31,546
|
314
|
(314)
|
-
|
-
|
-
|
-
|
-
|
Shares
deducted from restricted stock
|
|
|
|
|
|
|
|
|
|
|
awards for
payment of withholding taxes
|
-
|
-
|
(7,607)
|
(75)
|
(122,763)
|
-
|
-
|
-
|
-
|
(122,838)
|
Exercise of
stock options
|
-
|
-
|
3,000
|
30
|
23,520
|
-
|
-
|
-
|
-
|
23,550
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,153,349)
|
-
|
-
|
(2,153,349)
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,695,810)
|
-
|
-
|
(5,695,810)
|
Change in
unrealized gains on available-
|
|
|
|
|
|
|
|
|
|
|
for-sale
securities, net of tax
|
-
|
-
|
-
|
-
|
-
|
6,243,360
|
-
|
-
|
-
|
6,243,360
|
Balance, June
30, 2019
|
-
|
$-
|
11,802,087
|
$118,020
|
$68,373,590
|
$3,359,047
|
$18,531,657
|
1,027,439
|
$(2,712,552)
|
$87,669,762
|
See accompanying notes to condensed consolidated financial
statements.
5
KINGSTONE COMPANIES, INC. AND
SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
|
Six months ended June 30,
|
2019
|
2018
|
|
|
|
Cash flows from operating
activities:
|
|
|
Net
(loss) income
|
$(5,695,810)
|
$39,363
|
Adjustments to reconcile net income to net cash flows provided by
operating activities:
|
|
|
Net
(gains) losses on sale of investments
|
(931)
|
320,149
|
Net
unrealized (gains) losses of equity investments
|
(2,232,438)
|
430,411
|
Net
unrealized gains of other investments
|
(480,649)
|
(120,700)
|
Depreciation
and amortization
|
1,230,001
|
833,592
|
Amortization
of bond premium, net
|
188,778
|
174,110
|
Amortization
of discount and issuance costs on long-term debt
|
88,090
|
80,196
|
Stock-based
compensation
|
709,207
|
284,477
|
Deferred
income tax benefit
|
(1,521,867)
|
(183,840)
|
(Increase)
decrease in operating assets:
|
|
|
Premiums
receivable, net
|
(996,601)
|
(1,119,494)
|
Reinsurance
receivables, net
|
(2,276,245)
|
626,726
|
Deferred
policy acquisition costs
|
(1,506,072)
|
(1,224,520)
|
Other
assets
|
(329,335)
|
(1,400,192)
|
Increase
(decrease) in operating liabilities:
|
|
|
Loss
and loss adjustment expense reserves
|
13,478,014
|
458,234
|
Unearned
premiums
|
6,456,015
|
5,492,266
|
Advance
premiums
|
1,360,596
|
1,354,136
|
Reinsurance
balances payable
|
873,527
|
1,621,658
|
Deferred
ceding commission revenue
|
413,479
|
492,722
|
Accounts
payable, accrued expenses and other liabilities
|
1,042,925
|
(2,206,196)
|
Net cash flows provided by operating activities
|
10,800,684
|
5,953,098
|
|
|
|
Cash flows from investing
activities:
|
|
|
Purchase
- fixed-maturity securities available-for-sale
|
(11,867,613)
|
(42,305,529)
|
Purchase
- equity securities
|
(4,461,684)
|
(8,221,931)
|
Sale
and redemption - fixed-maturity securities
held-to-maturity
|
400,000
|
-
|
Sale
or maturity - fixed-maturity securities
available-for-sale
|
6,987,908
|
15,172,845
|
Sale
- equity securities
|
503,884
|
4,746,825
|
Acquisition
of property and equipment
|
(2,353,140)
|
(1,347,578)
|
Net cash flows used in
investing activities
|
(10,790,645)
|
(31,955,368)
|
|
|
|
Cash flows from financing
activities:
|
|
|
Proceeds
from exercise of stock options
|
23,550
|
46,883
|
Withholding
taxes paid on net exercise of stock options
|
-
|
(341,770)
|
Withholding
taxes paid on vested retricted stock awards
|
(122,838)
|
(21,523)
|
Purchase
of treasury stock
|
-
|
(540,223)
|
Dividends
paid
|
(2,153,349)
|
(2,134,759)
|
Net cash flows used in
financing activities
|
(2,252,637)
|
(2,991,392)
|
|
|
|
Decrease
in cash and cash equivalents
|
$(2,242,598)
|
$(28,993,662)
|
Cash
and cash equivalents, beginning of period
|
21,138,403
|
48,381,633
|
Cash and cash equivalents, end of period
|
$18,895,805
|
$19,387,971
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
Cash
paid for income taxes
|
$388,000
|
$801,000
|
Cash
paid for interest
|
$825,000
|
$875,417
|
See accompanying notes to condensed consolidated financial
statements.
6
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 agents and brokers. KICO is a licensed
insurance company in the States of New York, New Jersey, Rhode
Island, Massachusetts, Pennsylvania, Connecticut, Maine and New
Hampshire. KICO is currently offering its property and casualty
insurance products in New York, New Jersey, Rhode Island,
Massachusetts, Connecticut and Pennsylvania. Although New Jersey,
Rhode Island, Massachusetts and Connecticut are now growing
expansion markets for the Company, 86.0% and 88.4% of KICO’s
direct written premiums for the three months and six months ended
June 30, 2019, respectively, came from the New York policies.
Kingstone, through its subsidiary, Cosi Agency, Inc.
(“Cosi”), a multi-state licensed general agency,
accesses alternate forms of distribution outside of the independent
agent and broker network, through which KICO currently distributes
its various products. Kingstone (through Cosi) now has the
opportunity to partner with name-brand carriers and access
nationwide insurance agencies.
The
accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”). The principles for
condensed interim financial information do not require the
inclusion of all the information and footnotes required by GAAP for
complete financial statements. Therefore, these condensed
consolidated financial statements should be read in conjunction
with the consolidated financial statements as of and for the year
ended December 31, 2018 and notes thereto included in the
Company’s Annual Report on Form 10-K filed with the SEC on
March 18, 2019. 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 six months ended June 30,
2019 may not be indicative of the results that may be
expected for the year ending December 31, 2019.
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. Actual results could differ
from these estimates and assumptions, which include the reserves
for losses and loss adjustment expenses, and are subject to
estimation errors due to the inherent uncertainty in projecting
ultimate claim amounts that will be reported and settled over a
period of many years. In addition, estimates and assumptions
associated with receivables under reinsurance contracts related to
contingent ceding commission revenue require judgments by
management. On an on-going basis, management reevaluates its
assumptions and the methods for calculating these estimates. Actual
results may differ significantly from the estimates and assumptions
used in preparing the consolidated financial
statements.
7
Principles of Consolidation
The
condensed consolidated financial statements consist of Kingstone
and its wholly owned subsidiaries, as well as 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
August 2018, the SEC adopted the final rule under SEC Release
No. 33-10532, “Disclosure Update and
Simplification,” amending certain disclosure requirements
that were redundant, duplicative, overlapping, outdated or
superseded. In addition, the amendments expanded the disclosure
requirements on the analysis of stockholders' equity for interim
financial statements. Under the amendments, an analysis of changes
in each caption of stockholders' equity presented in the balance
sheet must be provided in a note or separate statement. The
analysis should present a reconciliation of the beginning balance
to the ending balance of each period for which a statement of
comprehensive income is required to be filed. This final rule was
effective on November 5, 2018. The Company adopted the provisions
of this Release effective January 1, 2019, and included the
required presentation of changes in stockholders’ equity for
the six months ended June 30, 2019 and 2018.
In
February 2016, the FASB issued ASU 2016-02 – Leases (Topic
842) (“ASU 2016-02”). Under this ASU, the Company
recognized 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 has been measured at 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 Company’s incremental borrowing rate.
The Company adopted ASU 2016-02 effective January 1, 2019 using the
cumulative effect adjustment transition method, which applies the
provision of the standard at the effective date without adjusting
the comparative periods presented. The adoption of the updated
guidance resulted in the Company recognizing a right-of-use asset
of $855,000 as part of other assets and a lease liability of
$855,000 as part of accounts payable, accrued expenses and other
liabilities in the condensed consolidated balance sheet. The
right-of use-asset is amortized as rent expense on a straight line
basis. The adoption of this ASU did not have a material effect on
the Company's results of operations or liquidity.
Accounting Pronouncements
In June
2016, FASB issued ASU 2016-13 - Financial Instruments - Credit
Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments (“ASU 2016-13”). 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 for the Company on
January 1, 2020. The Company is currently evaluating the effect the
updated guidance will have on its consolidated financial
statements.
In
August 2018, the FASB issued ASU No. 2018-13, Fair Value
Measurement (Topic 820): Disclosure Framework - Changes to the
Disclosure Requirements for Fair Value Measurement (ASU 2018-13). This update
modifies the existing disclosure requirements on fair value
measurements in Topic 820 by changing requirements regarding Level
1, Level 2 and Level 3 investments. ASU 2018-13 is effective for
annual reporting periods beginning after December 15, 2019,
including interim periods within those annual periods, with early
adoption permitted. Entities are permitted to early adopt any
removed or modified disclosures of ASU 2018-13 immediately and
delay the adoption of the additional disclosures until their
effective date. We do not intend to early adopt the additional
disclosures and are assessing the impact of retrospectively
adopting the additions from this new accounting standard on our
fair value disclosures.
8
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
Fixed-Maturity Securities
The amortized cost, estimated fair value, and unrealized gains and
losses of investments in fixed-maturity securities classified as
available-for-sale as of June 30, 2019 and December 31, 2018 are summarized as
follows:
|
June 30, 2019
|
|||||
|
|
|
|
|
|
Net
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
Estimated
|
Unrealized
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Gains/
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
(Losses)
|
|
|
|
|
|
|
|
Fixed-Maturity Securities:
|
|
|
|
|
|
|
U.S.
Treasury securities and
|
|
|
|
|
|
|
obligations
of U.S. government
|
|
|
|
|
|
|
corporations
and agencies
|
$8,236,255
|
$142,388
|
$-
|
$(1,557)
|
$8,377,086
|
$140,831
|
|
|
|
|
|
|
|
Political subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
5,675,418
|
167,952
|
-
|
(309)
|
5,843,061
|
167,643
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
126,095,235
|
4,106,946
|
(14,450)
|
(84,187)
|
130,103,544
|
4,008,309
|
|
|
|
|
|
|
|
Residential
mortgage and other
|
|
|
|
|
|
|
asset
backed securities (1)
|
20,078,720
|
317,871
|
(8,750)
|
(376,663)
|
20,011,178
|
(67,542)
|
Total
|
$160,085,628
|
$4,735,157
|
$(23,200)
|
$(462,716)
|
$164,334,869
|
$4,249,241
|
(1)
In
2017, KICO placed certain residential mortgage backed securities as
eligible collateral in a designated custodian account related to
its membership in the Federal Home Loan Bank of New York ("FHLBNY")
(See Note 7). The eligible collateral would be pledged to FHLBNY if
KICO draws an advance from the FHBLNY credit line. As of June 30,
2019, the estimated fair value of the eligible investments was
approximately $5,354,000. KICO will retain all rights regarding all
securities if pledged as collateral. As of June 30, 2019, there was
no outstanding balance on the FHLBNY credit line.
9
|
December 31, 2018
|
|||||
|
|
|
|
|
|
Net
|
|
Cost or
|
Gross
|
Gross
Unrealized Losses
|
Estimated
|
Unrealized
|
|
|
Amortized
|
Unrealized
|
Less than
12
|
More than
12
|
Fair
|
Gains/
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
(Losses)
|
|
|
|||||
Fixed-Maturity Securities:
|
|
|
|
|
|
|
U.S.
Treasury securities and
|
|
|
|
|
|
|
obligations
of U.S. government
|
|
|
|
|
|
|
corporations
and agencies
|
$8,222,050
|
$26,331
|
$(28,000)
|
$-
|
$8,220,381
|
$(1,669)
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
6,339,540
|
50,903
|
(12,327)
|
(36,508)
|
6,341,608
|
2,068
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
119,078,698
|
123,740
|
(2,775,540)
|
(676,605)
|
115,750,293
|
(3,328,405)
|
|
|
|
|
|
|
|
Residential
mortgage and other
|
|
|
|
|
|
|
asset
backed securities (1)
|
21,790,973
|
236,502
|
(231,229)
|
(331,012)
|
21,465,234
|
(325,739)
|
Total
|
$155,431,261
|
$437,476
|
$(3,047,096)
|
$(1,044,125)
|
$151,777,516
|
$(3,653,745)
|
(1)
In
2017, KICO placed certain residential mortgage backed securities as
eligible collateral in a designated custodian account related to
its membership in the FHLBNY (see Note 7). The eligible collateral
would be pledged to FHLBNY if KICO draws an advance from the FHBLNY
credit line. As of December 31, 2018, the estimated fair value of
the eligible investments was approximately $5,116,000. KICO will
retain all rights regarding all securities if pledged as
collateral. As of December 31, 2018, there was no outstanding
balance on the FHLBNY credit line.
A summary of the amortized cost and estimated fair value of the
Company’s investments in available-for-sale fixed-maturity
securities by contractual maturity as of June 30, 2019 and December
31, 2018 is shown below:
|
June 30, 2019
|
December 31, 2018
|
||
|
Amortized
|
Estimated
|
Amortized
|
Estimated
|
Remaining Time to
Maturity
|
Cost
|
Fair Value
|
Cost
|
Fair Value
|
|
|
|
|
|
Less
than one year
|
$11,167,387
|
$11,188,535
|
$6,742,519
|
$6,738,014
|
One
to five years
|
47,828,173
|
48,719,017
|
47,038,838
|
46,640,012
|
Five
to ten years
|
79,000,901
|
82,414,899
|
76,884,505
|
74,290,076
|
More
than 10 years
|
2,010,447
|
2,001,240
|
2,974,426
|
2,644,180
|
Residential
mortgage and other asset backed securities
|
20,078,720
|
20,011,178
|
21,790,973
|
21,465,234
|
Total
|
$160,085,628
|
$164,334,869
|
$155,431,261
|
$151,777,516
|
The actual maturities may differ from contractual maturities
because certain borrowers have the right to call or prepay
obligations with or without penalties.
10
Equity Securities
The
cost, estimated fair value, and gross gains and losses of
investments in equity securities as of June 30, 2019 and December
31, 2018 are as follows:
|
June 30, 2019
|
|||
|
|
Gross
|
Gross
|
Estimated
|
Category
|
Cost
|
Gains
|
Losses
|
Fair Value
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
Preferred
stocks
|
$9,445,572
|
$175,517
|
$(58,389)
|
$9,562,700
|
Common
stocks and exchange
|
|
|
|
|
traded
mutual funds
|
12,809,216
|
1,045,871
|
(678,837)
|
13,176,250
|
Total
|
$22,254,788
|
$1,221,388
|
$(737,226)
|
$22,738,950
|
|
December 31, 2018
|
|||
|
|
Gross
|
Gross
|
Estimated
|
Category
|
Cost
|
Gains
|
Losses
|
Fair Value
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
Preferred
stocks
|
$6,694,754
|
$-
|
$(541,798)
|
$6,152,956
|
Common
stocks and exchange
|
|
|
|
|
traded
mutual funds
|
11,611,232
|
99,817
|
(1,291,389)
|
10,419,660
|
Total
|
$18,305,986
|
$99,817
|
$(1,833,187)
|
$16,572,616
|
Other Investments
The
cost, estimated fair value, and gross unrealized gain and losses of
the Company’s other investments as of June 30, 2019 and
December 31, 2018 are as follows:
|
June 30, 2019
|
December 31, 2018
|
||||
|
|
Gross
|
Estimated
|
|
Gross
|
Estimated
|
Category
|
Cost
|
Gains
|
Fair Value
|
Cost
|
Losses
|
Fair Value
|
|
|
|
|
|
|
|
Other Investments:
|
|
|
|
|
|
|
Hedge
fund
|
$1,999,381
|
$336,493
|
$2,335,874
|
$1,999,381
|
$(144,156)
|
$1,855,225
|
Total
|
$1,999,381
|
$336,493
|
$2,335,874
|
$1,999,381
|
$(144,156)
|
$1,855,225
|
11
Held-to-Maturity Securities
The amortized cost, estimated fair value, and unrealized gains and
losses of investments in held-to-maturity fixed-maturity securities
as of June 30, 2019 and
December 31, 2018 are summarized as follows:
|
June 30, 2019
|
|||||
|
|
|
|
|
|
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
Estimated
|
Net
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Unrealized
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
Gains
|
|
|
|
|
|
|
|
Held-to-Maturity Securities:
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$729,528
|
$150,495
|
$-
|
$-
|
$880,023
|
$150,495
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
998,715
|
51,025
|
-
|
-
|
1,049,740
|
51,025
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
2,096,377
|
90,357
|
-
|
(2,425)
|
2,184,309
|
87,932
|
|
|
|
|
|
|
|
Total
|
$3,824,620
|
$291,877
|
$-
|
$(2,425)
|
$4,114,072
|
$289,452
|
|
December 31, 2018
|
|||||
|
|
|
|
|
|
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
Estimated
|
Net
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Unrealized
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
Gains
|
|
|
|
|
|
|
|
Held-to-Maturity Securities:
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$729,507
|
$147,532
|
$(3,964)
|
$-
|
$873,075
|
$143,568
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
998,803
|
33,862
|
-
|
-
|
1,032,665
|
33,862
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
2,494,545
|
38,461
|
(1,425)
|
(10,905)
|
2,520,676
|
26,131
|
|
|
|
|
|
|
|
Total
|
$4,222,855
|
$219,855
|
$(5,389)
|
$(10,905)
|
$4,426,416
|
$203,561
|
Held-to-maturity U.S. Treasury securities are held in trust
pursuant to various states’ minimum funds
requirements.
12
A summary of the amortized cost and estimated fair value of the
Company’s investments in held-to-maturity securities by
contractual maturity as of June 30, 2019 and December 31, 2018 is
shown below:
|
June 30, 2019
|
December 31, 2018
|
||
|
Amortized
|
Estimated
|
Amortized
|
Estimated
|
Remaining Time to
Maturity
|
Cost
|
Fair Value
|
Cost
|
Fair Value
|
|
|
|
|
|
Less
than one year
|
$-
|
$-
|
$-
|
$-
|
One
to five years
|
$2,598,323
|
$2,705,549
|
2,996,685
|
3,036,531
|
Five
to ten years
|
$619,780
|
$654,484
|
619,663
|
635,846
|
More
than 10 years
|
$606,517
|
$754,039
|
606,507
|
754,039
|
Total
|
$3,824,620
|
$4,114,072
|
$4,222,855
|
$4,426,416
|
The actual maturities may differ from contractual maturities
because certain borrowers have the right to call or prepay
obligations with or without penalties.
Investment Income
Major categories of the Company’s net investment income are
summarized as follows:
|
Three months ended
|
Six months ended
|
||
|
June 30,
|
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Income:
|
|
|
|
|
Fixed-maturity
securities
|
$1,474,341
|
$1,361,506
|
$3,001,211
|
$2,511,799
|
Equity
securities
|
205,509
|
194,091
|
412,653
|
394,588
|
Cash
and cash equivalents
|
172,680
|
42,582
|
213,081
|
115,841
|
Total
|
1,852,530
|
1,598,179
|
3,626,945
|
3,022,228
|
Expenses:
|
|
|
|
|
Investment
expenses
|
132,761
|
41,313
|
283,464
|
81,373
|
Net
investment income
|
$1,719,769
|
$1,556,866
|
$3,343,481
|
$2,940,855
|
Proceeds from the sale and redemption of fixed-maturity securities
held-to-maturity were $400,000 and $-0- for the six months ended
June 30, 2019 and 2018, respectively.
Proceeds from the sale or maturity of fixed-maturity securities
available-for-sale were $6,987,908 and $15,172,845 for the six
months ended June 30, 2019 and 2018, respectively.
Proceeds from the sale of equity securities were $503,884 and
$4,746,825 for the six months ended June 30, 2019 and 2018,
respectively.
13
The Company’s net gains (losses) on investments are
summarized as follows:
|
Three months ended
|
Six months ended
|
||
|
June 30,
|
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
Realized (Losses) Gains
|
|
|
|
|
|
|
|
|
|
Fixed-maturity securities:
|
|
|
|
|
Gross
realized gains
|
$4,942
|
$(5,257)
|
$10,944
|
$112,212
|
Gross
realized losses
|
(17,306)
|
(148,258)
|
(45,739)
|
(483,227)
|
|
(12,364)
|
(153,515)
|
(34,795)
|
(371,015)
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
Gross
realized gains
|
90,427
|
104,692
|
41,688
|
315,250
|
Gross
realized losses
|
(27,638)
|
(27,553)
|
(5,962)
|
(264,384)
|
|
62,789
|
77,139
|
35,726
|
50,866
|
|
|
|
|
|
Net
realized gains (losses)
|
50,425
|
(76,376)
|
931
|
(320,149)
|
|
|
|
|
|
Unrealized Gains (Losses)
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
Gross
gains
|
440,301
|
-
|
2,232,438
|
-
|
Gross
losses
|
-
|
(123,197)
|
-
|
(430,411)
|
|
440,301
|
(123,197)
|
2,232,438
|
(430,411)
|
|
|
|
|
|
Other investments:
|
|
|
|
|
Gross
gains
|
187,929
|
92,840
|
480,649
|
120,700
|
Gross
losses
|
-
|
-
|
-
|
-
|
|
187,929
|
92,840
|
480,649
|
120,700
|
|
|
|
|
|
Net
unrealized gains (losses)
|
628,230
|
(30,357)
|
2,713,087
|
(309,711)
|
|
|
|
|
|
Net
gains (losses) on investments
|
$678,655
|
$(106,733)
|
$2,714,018
|
$(629,860)
|
14
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 to evaluate the necessity of recording
impairment losses for other-than-temporary declines in the
estimated 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 comprehensive loss. 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 comprehensive loss 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 operations and comprehensive income (loss) 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 June 30, 2019 and
December 31, 2018, there were 49 and 156 fixed-maturity securities,
respectively, that accounted for the gross unrealized loss. The
Company determined that none of the other unrealized losses were
deemed to be OTTI for its portfolio of investments for the six
months ended June 30, 2019 and 2018. 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 estimated fair value to the Company’s
cost basis.
15
The Company held available-for-sale securities with unrealized
losses representing declines that were considered temporary at June
30, 2019 as follows:
|
June 30, 2019
|
|||||||
|
Less than 12 months
|
12 months or more
|
Total
|
|||||
|
Estimated
|
|
No. of
|
Estimated
|
|
No. of
|
Estimated
|
|
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Category
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
|
|
|
|
|
|
|
|
|
Fixed-Maturity Securities:
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
|
|
|
|
|
|
|
|
and
obligations of U.S.
|
|
|
|
|
|
|
|
|
government
corporations
|
|
|
|
|
|
|
|
|
and
agencies
|
$-
|
$-
|
-
|
$1,992,340
|
$(1,557)
|
1
|
$1,992,340
|
$(1,557)
|
|
|
|
|
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
|
|
|
|
States,
Territories and
|
|
|
|
|
|
|
|
|
Possessions
|
-
|
-
|
-
|
302,880
|
(309)
|
1
|
302,880
|
(309)
|
|
|
|
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
|
|
|
|
miscellaneous
|
1,959,040
|
(14,450)
|
4
|
11,608,094
|
(84,187)
|
18
|
13,567,134
|
(98,637)
|
|
|
|
|
|
|
|
|
|
Residential mortgage and other
|
|
|
|
|
|
|
|
|
asset
backed securities
|
591,845
|
(8,750)
|
1
|
15,983,171
|
(376,663)
|
24
|
16,575,016
|
(385,413)
|
|
|
|
|
|
|
|
|
|
Total
fixed-maturity
|
|
|
|
|
|
|
|
|
securities
|
$2,550,885
|
$(23,200)
|
5
|
$29,886,485
|
$(462,716)
|
44
|
$32,437,370
|
$(485,916)
|
16
The Company held available-for-sale securities with unrealized
losses representing declines that were considered temporary at
December 31, 2018 as follows:
|
December 31, 2018
|
|||||||
|
Less than 12 months
|
12 months or more
|
Total
|
|||||
|
Estimated
|
|
No. of
|
Estimated
|
|
No. of
|
Estimated
|
|
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Category
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
|
|
|
|
|
|
|
|
|
Fixed-Maturity Securities:
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
|
|
|
|
|
|
|
|
and
obligations of U.S.
|
|
|
|
|
|
|
|
|
government
corporations
|
|
|
|
|
|
|
|
|
and
agencies
|
$4,948,530
|
$(28,000)
|
3
|
$-
|
$-
|
-
|
$4,948,530
|
$(28,000)
|
|
|
|
|
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
|
|
|
|
States,
Territories and
|
|
|
|
|
|
|
|
|
Possessions
|
555,375
|
(12,327)
|
1
|
1,436,242
|
(36,508)
|
3
|
1,991,617
|
(48,835)
|
|
|
|
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
|
|
|
|
miscellaneous
|
81,004,459
|
(2,775,540)
|
97
|
13,424,888
|
(676,605)
|
24
|
94,429,347
|
(3,452,145)
|
|
|
|
|
|
|
|
|
|
Residential
mortgage and other
|
|
|
|
|
|
|
|
|
asset
backed securities
|
7,002,713
|
(231,229)
|
9
|
11,928,425
|
(331,012)
|
19
|
18,931,138
|
(562,241)
|
|
|
|
|
|
|
|
|
|
Total
fixed-maturity
|
|
|
|
|
|
|
|
|
securities
|
$93,511,077
|
$(3,047,096)
|
110
|
$26,789,555
|
$(1,044,125)
|
46
|
$120,300,632
|
$(4,091,221)
|
17
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.
18
The following table presents information about the Company’s
investments that are measured at fair value on a recurring basis at
June 30, 2019 and December 31, 2018 indicating the fair value
hierarchy of the valuation inputs the Company utilized to determine
such fair value:
|
June 30, 2019
|
|||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
|
|
|
Fixed-maturity securities available-for-sale
|
|
|
|
|
U.S.
Treasury securities
|
|
|
|
|
and
obligations of U.S.
|
|
|
|
|
government
corporations
|
|
|
|
|
and
agencies
|
$8,377,086
|
$-
|
$-
|
$8,377,086
|
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
States,
Territories and
|
|
|
|
|
Possessions
|
-
|
5,843,061
|
-
|
5,843,061
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
miscellaneous
|
126,359,225
|
3,744,319
|
-
|
130,103,544
|
|
|
|
|
|
Residential
mortgage backed securities
|
-
|
20,011,178
|
-
|
20,011,178
|
Total
fixed maturities
|
134,736,311
|
29,598,558
|
-
|
164,334,869
|
Equity securities
|
22,738,950
|
-
|
-
|
22,738,950
|
Total
investments
|
$157,475,261
|
$29,598,558
|
$-
|
$187,073,819
|
|
December 31, 2018
|
|||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
|
|
|
Fixed-maturity securities available-for-sale
|
|
|
|
|
U.S.
Treasury securities
|
|
|
|
|
and
obligations of U.S.
|
|
|
|
|
government
corporations
|
|
|
|
|
and
agencies
|
$8,220,381
|
$-
|
$-
|
$8,220,381
|
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
States,
Territories and
|
|
|
|
|
Possessions
|
-
|
6,341,608
|
-
|
6,341,608
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
miscellaneous
|
112,076,270
|
3,674,023
|
-
|
115,750,293
|
|
|
|
|
|
Residential
mortgage backed securities
|
-
|
21,465,234
|
-
|
21,465,234
|
Total
fixed maturities
|
120,296,651
|
31,480,865
|
-
|
151,777,516
|
Equity securities
|
16,572,616
|
-
|
-
|
16,572,616
|
Total
investments
|
$136,869,267
|
$31,480,865
|
$-
|
$168,350,132
|
19
Pursuant to ASC 820 “Fair Value Measurement,” an entity
is permitted, as a practical expedient, to estimate the fair value
of an investment within the scope of ASC 820 using the net asset
value (“NAV”) per share of the investment. The
following table sets forth the Company’s investment in a
hedge fund measured at NAV per share as of June 30, 2019 and
December 31, 2018. The Company measures this investment at fair
value on a recurring basis. Fair value using NAV per share is as
follows as of the dates indicated:
Category
|
June 30,
2019
|
December 31,
2018
|
|
|
|
Other Investments:
|
|
|
Hedge
fund
|
$2,335,874
|
$1,855,225
|
Total
|
$2,335,874
|
$1,855,225
|
The investment is generally redeemable with at least 45 days prior
written notice. The hedge fund investment is accounted for as a
limited partnership by the Company. Income is earned based upon the
Company’s allocated share of the partnership's changes in
unrealized gains and losses to its partners. Such amounts have been
recorded in the condensed consolidated statements of operations and
comprehensive loss within net gains (losses) on
investments.
The
estimated fair value and the level of the fair value hierarchy of
the Company’s long-term debt as of June 30, 2019 and December
31, 2018 not measured at fair value is as follows:
|
June 30, 2019
|
|||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Long-term debt
|
|
|
|
|
|
|
|
|
|
Senior
Notes due 2022
|
$-
|
$27,326,918
|
$-
|
$27,326,918
|
|
December 31, 2018
|
|||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Long-term debt
|
|
|
|
|
|
|
|
|
|
Senior
Notes due 2022
|
$-
|
$28,521,734
|
$-
|
$28,521,734
|
Note 5 - Fair Value of Financial Instruments and Real
Estate
The Company uses the following methods and assumptions in
estimating the fair value of financial instruments and real
estate:
Equity securities, available-for-sale fixed income securities,
held-to-maturity fixed income securities, and other
investments: Fair value disclosures for these investments are
included in “Note 3 - Investments” and “Note
4 – Fair Value Measurements”.
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.
20
Premiums receivable and reinsurance receivables: The carrying values reported in the
condensed consolidated balance sheets for these financial
instruments approximate their fair values due to the short-term
nature of the assets.
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 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.
Long-term debt: The estimated fair value of
long-term debt is based on observable market interest rates when
available. When observable market interest rates were not
available, the estimated fair values of debt were based on
observable market interest rates of comparable instruments adjusted
for differences between the observed instruments and the
instruments being valued or estimated using discounted cash flow
analyses, based on current incremental borrowing rates for similar
types of borrowing arrangements.
The
estimated fair values of the Company’s financial instruments
and real estate as of June 30,
2019 and December 31, 2018 are as follows:
|
June 30, 2019
|
December 31, 2018
|
||
|
Carrying
|
Estimated
|
Carrying
|
Estimated
|
|
Value
|
Fair Value
|
Value
|
Fair Value
|
|
|
|
|
|
Fixed-maturity
securities-held-to maturity
|
$3,824,620
|
$4,114,072
|
$4,222,855
|
$4,426,416
|
Cash
and cash equivalents
|
$18,895,805
|
$18,895,805
|
$21,138,403
|
$21,138,403
|
Premiums
receivable, net
|
$14,958,200
|
$14,958,200
|
$13,961,599
|
$13,961,599
|
Reinsurance
receivables, net
|
$28,643,360
|
$28,643,360
|
$26,367,115
|
$26,367,115
|
Real
estate, net of accumulated depreciation
|
$2,307,072
|
$2,705,000
|
$2,300,827
|
$2,705,000
|
Reinsurance
balances payable
|
$2,806,903
|
$2,806,903
|
$1,933,376
|
$1,933,376
|
Long-term
debt, net
|
$29,383,341
|
$27,326,918
|
$29,295,251
|
$28,521,734
|
21
Note 6 – Property and Casualty Insurance
Activity
Premiums Earned
Premiums written, ceded and earned are as follows:
|
Direct
|
Assumed
|
Ceded
|
Net
|
|
|
|
|
|
Six months ended June 30, 2019
|
|
|
|
|
Premiums
written
|
$82,309,827
|
$77
|
$(15,327,796)
|
$66,982,108
|
Change
in unearned premiums
|
(6,456,216)
|
202
|
271,074
|
(6,184,940)
|
Premiums
earned
|
$75,853,611
|
$279
|
$(15,056,722)
|
$60,797,168
|
|
|
|
|
|
Six months ended June 30, 2018
|
|
|
|
|
Premiums
written
|
$68,389,960
|
$824
|
$(16,725,724)
|
$51,665,060
|
Change
in unearned premiums
|
(5,495,329)
|
3,064
|
769,436
|
$(4,722,829)
|
Premiums
earned
|
$62,894,631
|
$3,888
|
$(15,956,288)
|
$46,942,231
|
|
|
|
|
|
Three months ended June 30, 2019
|
|
|
|
|
Premiums
written
|
$44,821,279
|
$111
|
$(8,199,887)
|
$36,621,503
|
Change
in unearned premiums
|
(5,828,149)
|
7
|
407,918
|
(5,420,224)
|
Premiums
earned
|
$38,993,130
|
$118
|
$(7,791,969)
|
$31,201,279
|
|
|
|
|
|
Three months ended June 30, 2018
|
|
|
|
|
Premiums
written
|
$36,863,677
|
$488
|
$(8,899,489)
|
$27,964,676
|
Change
in unearned premiums
|
(4,486,460)
|
1,163
|
625,235
|
(3,860,062)
|
Premiums
earned
|
$32,377,217
|
$1,651
|
$(8,274,254)
|
$24,104,614
|
Premium
receipts in advance of the policy effective date are recorded as
advance premiums. The balance of advance premiums as of June
30, 2019 and December 31, 2018
was $3,468,225 and
$2,107,629, respectively.
22
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:
|
Six months ended
|
|
|
June 30,
|
|
|
2019
|
2018
|
|
|
|
Balance
at beginning of period
|
$56,197,106
|
$48,799,622
|
Less
reinsurance recoverables
|
(15,671,247)
|
(16,748,908)
|
Net
balance, beginning of period
|
40,525,859
|
32,050,714
|
|
|
|
Incurred
related to:
|
|
|
Current
year
|
40,689,147
|
28,215,069
|
Prior
years
|
6,117,385
|
227,346
|
Total
incurred
|
46,806,532
|
28,442,415
|
|
|
|
Paid
related to:
|
|
|
Current
year
|
19,692,437
|
14,656,892
|
Prior
years
|
13,999,258
|
10,977,023
|
Total
paid
|
33,691,695
|
25,633,915
|
|
|
|
Net
balance at end of period
|
53,640,696
|
34,859,214
|
Add
reinsurance recoverables
|
16,034,424
|
14,398,642
|
Balance
at end of period
|
$69,675,120
|
$49,257,856
|
Incurred losses and LAE are net of reinsurance recoveries under
reinsurance contracts of $6,621,688 and $8,017,022 for the six
months ended June 30, 2019 and 2018, 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 six months ended June
30, 2019 and 2018 was
$6,117,385 unfavorable and $227,346 unfavorable, respectively.
During the six months ended June 30, 2019, the Company increased
case reserves for certain older open liability claims, which
primarily affected the ultimate loss projections for commercial
lines business. 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.
The reserving process for loss and LAE reserves provides for the
Company’s best estimate at a particular point in time of the
ultimate unpaid cost of all losses and LAE incurred, including
settlement and administration of losses, and is based on facts and
circumstances then known including losses that have occurred but
that have not yet been reported. The process relies on standard
actuarial reserving methodologies, judgments relative to estimates
of ultimate claim severity and frequency, the length of time before
losses will develop to their ultimate level (‘tail’
factors), and the likelihood of changes in the law or other
external factors that are beyond the Company’s control.
Several actuarial reserving methodologies are used to estimate
required loss reserves. The process produces carried reserves set
by management based upon the actuaries’ best estimate and is
the cumulative combination of the best estimates made by line of
business, accident year, and loss and LAE. The amount of loss and
LAE reserves for individual reported claims (the “case
reserve”) is determined by the claims department and changes
over time as new information is gathered. Such information includes
a review of coverage applicability, comparative liability on the
part of the insured, injury severity, property damage, replacement
cost estimates, and any other information considered pertinent to
estimating the exposure presented by the claim. The amounts of loss
and LAE reserves for unreported claims and development on known
claims (IBNR reserves) are determined using historical information
aggregated by line of insurance as adjusted to current conditions.
Since this process produces loss reserves set by management based
upon the actuaries’ best estimate, there is no explicit or
implicit provision for uncertainty in the carried loss
reserves.
23
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 period’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 quarterly 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 periods.
Several methods are used, varying by line of business and accident
year, in order to select the estimated period-end loss 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.
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.
Incremental Claim-Based
Methods – historical
patterns of incremental incurred losses and paid LAE during various
stages of development are reviewed and assumptions are made
regarding average loss and LAE development applied to remaining
claims inventory. Such methods more properly reflect changes in the
speed of claims closure and the relative adequacy of case reserve
levels at various stages of development. These methods also provide
a more accurate estimate of IBNR for lines of business with
relatively few remaining open claims but for which significant
recent settlement activity has occurred.
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 claim 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 June 30, 2016 and prior is limited,
although there remains the possibility of adverse development on
reported claims (“case development” IBNR). In certain
rare circumstances states have retroactively revised a statute of
limitations. The Company is not aware of any such effort that would
have a material impact on the Company’s results.
The
following is information about incurred and paid claims development
as of June 30, 2019, net of reinsurance, as well as the cumulative
reported claims by accident year and total IBNR reserves as of June
30, 2019 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, 2010 to
December 31, 2018 is presented as supplementary unaudited
information.
24
All
Lines of Business
(in thousands, except reported claims data)
|
Incurred Loss
and Allocated Loss Adjustment Expenses, Net of
Reinsurance
|
As
of
June 30,
2019
|
||||||||||
|
|
Six Months
Ended
|
|
Cumulative
Number of Reported Claims by
|
||||||||
Accident
|
For the Years
Ended December 31,
|
June
30,
|
|
Accident
|
||||||||
Year
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
IBNR
|
Year
|
|
(Unaudited 2010
- 2018)
|
(Unaudited)
|
|
|
||||||||
2010
|
$5,598
|
$5,707
|
$6,429
|
$6,623
|
$6,912
|
$6,853
|
$6,838
|
$6,840
|
$6,787
|
$6,787
|
$-
|
1,617
|
2011
|
|
7,603
|
7,678
|
8,618
|
9,440
|
9,198
|
9,066
|
9,144
|
9,171
|
9,181
|
37
|
1,914
|
2012
|
|
|
9,539
|
9,344
|
10,278
|
10,382
|
10,582
|
10,790
|
10,791
|
11,030
|
42
|
4,704(1)
|
2013
|
|
|
|
10,728
|
9,745
|
9,424
|
9,621
|
10,061
|
10,089
|
10,464
|
67
|
1,561
|
2014
|
|
|
|
|
14,193
|
14,260
|
14,218
|
14,564
|
15,023
|
16,294
|
176
|
2,133
|
2015
|
|
|
|
|
|
22,340
|
21,994
|
22,148
|
22,491
|
23,133
|
123
|
2,555
|
2016
|
|
|
|
|
|
|
26,062
|
24,941
|
24,789
|
27,112
|
68
|
2,868
|
2017
|
|
|
|
|
|
|
|
31,605
|
32,169
|
33,895
|
895
|
3,364
|
2018
|
|
|
|
|
|
|
|
|
54,455
|
54,067
|
3,944
|
4,137
|
2019
|
|
|
|
|
|
|
|
|
|
38,622
|
13,451
|
1,865
|
|
|
|
|
|
|
|
|
|
Total
|
$230,585
|
|
|
(1)
Reported claims for
accident year 2012 includes 3,406 claims from Superstorm
Sandy.
All
Lines of Business
(in thousands)
|
Cumulative Paid
Loss and Allocated Loss Adjustment Expenses, Net of
Reinsurance
|
|||||||||
Accident
|
For the Years
Ended December 31,
|
Six Months
Ended
June
30,
|
||||||||
Year
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
|
(Unaudited 2010
- 2018)
|
(Unaudited)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
2010
|
$2,566
|
$3,947
|
$4,972
|
$5,602
|
$6,323
|
$6,576
|
$6,720
|
$6,772
|
$6,780
|
$6,780
|
2011
|
|
3,740
|
5,117
|
6,228
|
7,170
|
8,139
|
8,540
|
8,702
|
8,727
|
8,773
|
2012
|
|
|
3,950
|
5,770
|
7,127
|
8,196
|
9,187
|
10,236
|
10,323
|
10,420
|
2013
|
|
|
|
3,405
|
5,303
|
6,633
|
7,591
|
8,407
|
9,056
|
9,212
|
2014
|
|
|
|
|
5,710
|
9,429
|
10,738
|
11,770
|
13,819
|
14,031
|
2015
|
|
|
|
|
|
12,295
|
16,181
|
18,266
|
19,984
|
20,326
|
2016
|
|
|
|
|
|
|
15,364
|
19,001
|
21,106
|
21,910
|
2017
|
|
|
|
|
|
|
|
16,704
|
24,820
|
27,024
|
2018
|
|
|
|
|
|
|
|
|
32,383
|
41,894
|
2019
|
|
|
|
|
|
|
|
|
|
18,803
|
|
|
|
|
|
|
|
|
|
Total
|
$179,173
|
|
|
|
|
|
|
|
|
|
|
|
Net liability for
unpaid loss and allocated loss adjustment expenses for the accident
years presented
|
$51,412
|
|||||||||
All outstanding
liabilities before 2010, net of reinsurance
|
107
|
|||||||||
Liabilities for loss
and allocated loss adjustment expenses, net of
reinsurance
|
$51,519
|
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.
25
The
reconciliation of the net incurred and paid loss development tables
to the loss and LAE reserves in the consolidated balance sheet is
as follows:
|
As of
|
(in thousands)
|
June 30, 2019
|
Liabilities
for loss and loss adjustment expenses, net of
reinsurance
|
$51,519
|
Total
reinsurance recoverable on unpaid losses
|
16,034
|
Unallocated
loss adjustment expenses
|
2,122
|
Total
gross liability for loss and LAE reserves
|
$69,675
|
Reinsurance
The
Company’s quota share reinsurance treaties are on a July 1
through June 30 fiscal year basis. The Company’s quota share
reinsurance treaties in effect for the six months ended June 30,
2019 and 2018 for its personal lines business, which primarily
consists of homeowners’ policies, were covered under a treaty
covering a two-year period from July 1, 2017 through June 30, 2019
(“2017/2019 Treaty”). The treaty in effect for the six
months ended June 30, 2019 was covered under the July 1, 2018
through June 30, 2019 treaty year (“2018/2019 Treaty
Year”) and the treaty in effect for the six months ended June
30, 2018 was covered under the July 1, 2017 through June 30, 2018
treaty year (“2017/2018 Treaty Year”).
26
In
August 2018, the Company terminated its contract with one of the
reinsurers that was a party to the 2017/2019 Treaty. This
termination was retroactive to July 1, 2018 and had the effect of
reducing the quota share ceding rate to 10% under the 2018/2019
Treaty Year from 20% under the 2017/2018 Treaty Year.
Effective
July 1, 2019, the 2017/2019 Treaty and commercial umbrella treaty
expired on a run-off basis; these treaties were not renewed. The
Company entered into new excess of loss and catastrophe reinsurance
treaties effective July 1, 2019. Material terms for reinsurance
treaties in effect for the treaty years shown below are as
follows:
|
Treaty Year
|
|||||||
|
July 1, 2019
|
|
July 1, 2018
|
|
July 1, 2017
|
|||
|
to
|
|
to
|
|
to
|
|||
Line of Busines
|
June 30, 2020
|
|
June 30, 2019
|
|
June 30, 2018
|
|||
|
|
|
|
|
|
|
|
|
Personal
Lines:
|
|
|
|
|
|
|
|
|
Homeowners,
dwelling fire and canine legal liability
|
|
|
|
|
|
|
|
|
Quota
share treaty:
|
|
|
|
|
|
|
|
|
Percent
ceded
|
|
None
|
|
|
10%
|
|
|
20%
|
Risk
retained
|
$
|
1,000,000
|
|
$
|
900,000
|
|
$
|
800,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
|
None
|
|
$
|
1,000,000
|
|
$
|
1,000,000
|
Excess
of loss coverage and facultative facility above quota share
coverage (1)
|
$
|
10,000,000
|
|
$
|
9,000,000
|
|
$
|
9,000,000
|
|
|
|
|
|
in excess of
|
|
|
in excess of
|
|
|
|
|
$
|
1,000,000
|
|
$
|
1,000,000
|
Total
reinsurance coverage per occurrence
|
$
|
9,000,000
|
|
$
|
9,100,000
|
|
$
|
9,200,000
|
Losses
per occurrence subject to reinsurance coverage
|
$
|
10,000,000
|
|
$
|
10,000,000
|
|
$
|
10,000,000
|
Expiration
date
|
|
June 30, 2020
|
|
|
June 30, 2019
|
|
|
June 30, 2019
|
|
|
|
|
|
|
|
|
|
Personal Umbrella
|
|
|
|
|
|
|
|
|
Quota
share treaty:
|
|
|
|
|
|
|
|
|
Percent
ceded - first $1,000,000 of coverage
|
|
90%
|
|
|
90%
|
|
|
90%
|
Percent
ceded - excess of $1,000,000 dollars of coverage
|
|
100%
|
|
|
100%
|
|
|
100%
|
Risk
retained
|
$
|
100,000
|
|
$
|
100,000
|
|
$
|
100,000
|
Total
reinsurance coverage per occurrence
|
$
|
4,900,000
|
|
$
|
4,900,000
|
|
$
|
4,900,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
$
|
5,000,000
|
|
$
|
5,000,000
|
|
$
|
5,000,000
|
Expiration
date
|
|
June 30, 2020
|
|
|
June 30, 2019
|
|
|
June 30, 2018
|
|
|
|
|
|
|
|
|
|
Commercial
Lines:
|
|
|
|
|
|
|
|
|
General
liability commercial policies
|
|
|
|
|
|
|
|
|
Quota
share treaty
|
|
None
|
|
|
None
|
|
|
None
|
Risk
retained
|
$
|
750,000
|
|
$
|
750,000
|
|
$
|
750,000
|
Excess
of loss coverage above risk retained
|
$
|
3,750,000
|
|
$
|
3,750,000
|
|
$
|
3,750,000
|
|
|
in excess of
|
|
|
in excess of
|
|
|
in excess of
|
|
$
|
750,000
|
|
$
|
750,000
|
|
$
|
750,000
|
Total
reinsurance coverage per occurrence
|
$
|
3,750,000
|
|
$
|
3,750,000
|
|
$
|
3,750,000
|
Losses
per occurrence subject to reinsurance coverage
|
$
|
4,500,000
|
|
$
|
4,500,000
|
|
$
|
4,500,000
|
|
|
|
|
|
|
|
|
|
Commercial Umbrella
|
|
|
|
|
|
|
|
|
Quota
share treaty:
|
|
None
|
|
|
|
|
|
|
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
|
|
$
|
4,900,000
|
Losses
per occurrence subject to quota share reinsurance
coverage
|
|
|
|
$
|
5,000,000
|
|
$
|
5,000,000
|
Expiration
date
|
|
|
|
|
June 30, 2019
|
|
|
June 30, 2018
|
|
|
|
|
|
|
|
|
|
Catastrophe
Reinsurance:
|
|
|
|
|
|
|
|
|
Initial
loss subject to personal lines quota share treaty
|
|
None
|
|
$
|
5,000,000
|
|
$
|
5,000,000
|
Risk
retained per catastrophe occurrence (2)
|
$
|
7,500,000
|
|
$
|
4,500,000
|
|
$
|
4,000,000
|
Catastrophe
loss coverage in excess of quota share coverage (3)
|
$
|
602,500,000
|
|
$
|
445,000,000
|
|
$
|
315,000,000
|
Reinstatement
premium protection (4)(5)(6)
|
|
Yes
|
|
|
Yes
|
|
|
Yes
|
(1)
For
personal lines, includes the addition of an automatic facultative
facility allowing KICO to obtain homeowners single risk coverage up
to $10,000,000 in total insured value, which covers direct losses
from $3,500,000 to $10,000,000.
(2)
Plus
losses in excess of catastrophe coverage.
(3)
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts. Duration of 168 consecutive hours for a
catastrophe occurrence from windstorm, hail, tornado, hurricane and
cyclone.
(4)
Effective
July 1, 2017, reinstatement premium protection for $145,000,000 of
catastrophe coverage in excess of $5,000,000.
(5)
Effective
July 1, 2018, reinstatement premium protection for $210,000,000 of
catastrophe coverage in excess of $5,000,000.
(6)
Effective
July 1, 2019, reinstatement premium protection for $292,500,000 of
catastrophe coverage in excess of $7,500,000.
27
The single maximum risks per occurrence to which the Company is
subject under the treaties effective July 1, 2018 and 2017 are as
follows:
|
|
July 1, 2018 - June 30, 2019
|
|
July 1, 2017 - June 30, 2018
|
||||
Treaty
|
|
Range of Loss
|
|
Risk Retained
|
|
Range of Loss
|
Risk Retained
|
|
Personal Lines (1)
|
|
Initial $1,000,000
|
|
$900,000
|
|
Initial $1,000,000
|
|
$800,000
|
|
|
$1,000,000 - $10,000,000
|
|
None(2)
|
|
$1,000,000 - $10,000,000
|
|
None(2)
|
|
|
Over $10,000,000
|
|
100%
|
|
Over $10,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Personal Umbrella
|
|
Initial $1,000,000
|
|
$100,000
|
|
Initial $1,000,000
|
|
$100,000
|
|
|
$1,000,000 - $5,000,000
|
|
None
|
|
$1,000,000 - $5,000,000
|
|
None
|
|
|
Over $5,000,000
|
|
100%
|
|
Over $5,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Commercial Lines
|
|
Initial $750,000
|
|
$750,000
|
|
Initial $750,000
|
|
$750,000
|
|
|
$750,000 - $4,500,000
|
|
None(3)
|
|
$750,000 - $4,500,000
|
|
None(3)
|
|
|
Over $4,500,000
|
|
100%
|
|
Over $4,500,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Commercial Umbrella
|
|
Initial $1,000,000
|
|
$100,000
|
|
Initial $1,000,000
|
|
$100,000
|
|
|
$1,000,000 - $5,000,000
|
|
None
|
|
$1,000,000 - $5,000,000
|
|
None
|
|
|
Over $5,000,000
|
|
100%
|
|
Over $5,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Catastrophe (4)
|
|
Initial $5,000,000
|
|
$4,500,000
|
|
Initial $5,000,000
|
|
$4,000,000
|
|
|
$5,000,000 - $450,000,000
|
|
None
|
|
$5,000,000 - $320,000,000
|
|
None
|
|
|
Over $450,000,000
|
|
100%
|
|
Over $320,000,000
|
|
100%
|
(1)
Treaty
for July 1, 2017 – June 30, 2018 and July 1, 2018 –
June 30, 2019 is a two-year treaty with expiration date of June 30,
2019.
(2)
Covered
by excess of loss treaties up to $3,500,000 and by facultative
facility from $3,500,000 to $10,000,000.
(3)
Covered by excess
of loss treaties.
(4)
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts.
The single maximum risks per occurrence to which the Company is
subject under the treaty year shown below are as
follows:
|
|
July 1, 2019 - June 30, 2020
|
||
Treaty
|
|
Range of Loss
|
|
Risk Retained
|
Personal Lines (1)
|
|
Initial $1,000,000
|
|
$1,000,000
|
|
|
$1,000,000 - $10,000,000
|
|
None(2)
|
|
|
Over $10,000,000
|
|
100%
|
|
|
|
|
|
Personal Umbrella
|
|
Initial $1,000,000
|
|
$100,000
|
|
|
$1,000,000 - $5,000,000
|
|
None
|
|
|
Over $5,000,000
|
|
100%
|
|
|
|
|
|
Commercial Lines
|
|
Initial $750,000
|
|
$750,000
|
|
|
$750,000 - $4,500,000
|
|
None(3)
|
|
|
Over $4,500,000
|
|
100%
|
|
|
|
|
|
Commercial Umbrella
|
|
Initial $1,000,000
|
|
$100,000
|
|
|
$1,000,000 - $5,000,000
|
|
None
|
|
|
Over $5,000,000
|
|
100%
|
|
|
|
|
|
Catastrophe (4)
|
|
Initial $7,500,000
|
|
$7,500,000
|
|
|
$7,500,000 - $610,000,000
|
|
None
|
|
|
Over $610,000,000
|
|
100%
|
(1)
Personal
lines quota share treaty was eliminated effective July 1, 2019. The
2017/2019 Treaty expired on a run-off basis.
(2)
Covered
by excess of loss treaties up to $3,500,000 and by facultative
facility from $3,500,000 to $10,000,000.
(3)
Covered by excess
of loss treaties.
(4)
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts.
28
The Company’s reinsurance program is structured to enable the
Company to significantly grow its premium volume while maintaining
regulatory capital and other financial ratios generally within or
below the expected ranges used for regulatory oversight purposes.
The reinsurance program also provides income as a result of ceding
commissions earned pursuant to the quota share reinsurance
contracts. The Company’s participation in reinsurance
arrangements does not relieve the Company of its obligations to
policyholders.
Ceding Commission Revenue
The Company earns ceding commission revenue under its quota share
reinsurance agreements based on: (i) a fixed provisional commission
rate at which provisional ceding commissions are earned, and (ii) a
sliding scale of commission rates and ultimate treaty year loss
ratios on the policies reinsured under each of these agreements
based upon which contingent ceding commissions are earned. The
sliding scale includes minimum and maximum commission rates in
relation to specified ultimate loss ratios. The commission rate and
contingent ceding commissions earned increases when the estimated
ultimate loss ratio decreases and, conversely, the commission rate
and contingent ceding commissions earned decreases when the
estimated ultimate loss ratio increases.
The Company’s estimated ultimate treaty year loss ratios (the
“Loss Ratio(s)”) for treaties in effect for the three
months and six months ended June 30, 2019 are attributable to
contracts under the 2017/2019 Treaty for the 2018/2019 Treaty Year.
The Loss Ratios for treaties in effect for the three months and six
months ended June 30, 2018 are attributable to contracts under the
2017/2019 Treaty for the 2017/2018 Treaty Year.
Treaty in effect for the three months and six months ended June 30,
2019
Under
the 2017/2019 Treaty, the Company received an upfront fixed
provisional rate that was only subject to a sliding scale
contingent adjustment based upon Loss Ratio for the 2017/2018
Treaty Year (“Loss Period”). Under this arrangement,
the Company earned provisional ceding commissions that are subject
to later adjustment dependent on changes to the estimated Loss
Period Loss Ratio for the 2017/2019 Treaty. The Company’s
Loss Period Loss Ratios attributable to the 2017/2019 Treaty
reached the maximum contractual level during the six months ended
June 30, 2018, and therefore no contingent commission adjustment
was recorded for the three months and six months ended June 30,
2019.
Treaty in effect for the three months and six months ended June 30,
2018
The
Loss Ratios for the period July 1, 2017 through June 30, 2018
attributable to the 2017/2019 Treaty were higher than the
contractual Loss Ratio at which provisional ceding commissions were
earned. Accordingly, for the three months and six months ended June
30, 2018, the Company incurred negative contingent ceding
commissions as a result of the estimated Loss Ratio for the
2017/2019 Treaty, which reduced contingent ceding commissions
earned.
In addition to the treaties that were in effect for the three
months and six months ended June 30, 2019 and 2018, the Loss Ratios
from prior years’ treaties are subject to change as incurred
losses from those periods increase or decrease, resulting in an
increase or decrease in the commission rate and contingent ceding
commissions earned.
29
Ceding commission revenue consists of the following:
|
Three months ended
|
Six months ended
|
||
|
June 30,
|
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Provisional
ceding commissions earned
|
$1,363,474
|
$2,145,775
|
$2,681,225
|
$4,213,280
|
Contingent
ceding commissions earned
|
(687,779)
|
(454,607)
|
(727,847)
|
(826,954)
|
|
$675,695
|
$1,691,168
|
$1,953,378
|
$3,386,326
|
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
June 30, 2019 and December 31, 2018, net contingent ceding
commissions payable to reinsurers under all treaties was
approximately $2,333,000 and $1,581,000, respectively, which is
recorded in reinsurance balances payable on the accompanying
condensed consolidated balance sheets.
Commercial Lines of Business
In July 2019, the Company made the decision that it will no longer
underwrite Commercial Lines risks. These include Business Owners,
Artisans (“CraftPak”), Special Multi-Peril, and
Commercial Umbrella policies. The Company had 7,770 commercial
lines policies in force as of June 30, 2019. For the six months
ended June 30, 2019, these policies represented approximately 12%
of net premiums earned. As of June 30, 2019, claims from these
commercial lines represent 43% of loss and loss adjustment expense
reserves net of reinsurance recoverables. Inforce policies for
these lines will be non-renewed at the end of their current annual
terms. It is expected that all existing inforce Commercial Lines
policies will expire by September 30, 2020.
Note 7 – Debt
Federal Home Loan Bank
In July
2017, KICO became a member of, and invested in, the Federal Home
Loan Bank of New York (“FHLBNY”). The aggregate
investment in dividend bearing common stock was $15,180 as of June
30, 2019. FHLBNY members have access to a variety of flexible, low
cost funding through FHLBNY’s credit products, enabling
members to customize advances, which are to be fully
collateralized. Eligible collateral to pledge to FHLBNY includes
residential and commercial mortgage backed securities, along with
U.S. Treasury and agency securities. See Note 3 – Investments
for eligible collateral held in a designated custodian account
available for future advances. Advances are limited to 5% of
KICO’s net admitted assets as of the previous quarter and are
due and payable within one year of borrowing. The maximum allowable
advance as of March 31, 2019 was approximately $11,060,000.
Advances are limited to 90% of the amount of available collateral,
which was approximately $4,819,000 as of June 30, 2019. There were
no borrowings under this facility during the six months ended June
30, 2019.
Long-term Debt
On December 19, 2017, the Company issued $30 million of its 5.50%
Senior Unsecured Notes due December 30, 2022 (the
“Notes”) in an underwritten public offering. Interest
is payable semi-annually in arrears on June 30 and December 30 of
each year, which began on June 30, 2018 at the rate of 5.50%. The
net proceeds of the issuance were $29,121,630, net of discount of
$163,200 and transaction costs of $715,170, for an effective yield
of 5.67%. The balance of long-term debt as of June 30, 2019 and
December 31, 2018 is as follows:
30
|
June 30,
|
December 31,
|
|
2019
|
2018
|
|
|
|
5.50%
Senior Unsecured Notes
|
$30,000,000
|
$30,000,000
|
Discount
|
(113,575)
|
(129,796)
|
Issuance
costs
|
(503,084)
|
(574,953)
|
Long-term
debt, net
|
$29,383,341
|
$29,295,251
|
The Notes are unsecured obligations of the Company and are not the
obligations of or guaranteed by any of the Company's subsidiaries.
The Notes rank senior in right of payment to any of the Company's
existing and future indebtedness that is by its terms expressly
subordinated or junior in right of payment to the Notes. The Notes
rank equally in right of payment to all of the Company's existing
and future senior indebtedness, but will be effectively
subordinated to any secured indebtedness to the extent of the
value of the collateral securing such secured indebtedness. In
addition, the Notes will be structurally subordinated to the
indebtedness and other obligations of the Company's subsidiaries.
The Company may redeem the Notes, at any time in whole or from time
to time in part, at the redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed; and
(ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed that
would be due if the Notes matured on the applicable redemption date
(exclusive of interest accrued to the applicable redemption date)
discounted to the redemption date on a semi-annual basis at the
Treasury Rate, plus 50 basis points.
On
December 20, 2017, the Company used $25,000,000 of the net proceeds
from the offering to contribute capital to KICO, to support
additional growth. The remainder of the net proceeds are being used
for general corporate purposes. A registration statement relating
to the debt issued in the offering was filed with the SEC, which
became effective on November 28, 2017.
Note 8 – Stockholders’ Equity
Dividends Declared and Paid
Dividends
declared and paid on common stock were $2,153,349 and $2,134,759
for the six months ended June 30, 2019 and 2018, respectively. The
Company’s Board of Directors approved a quarterly dividend on
August 7, 2019 of $0.0625 per share payable in cash on September
13, 2019 to stockholders of record as of August 30, 2019 (see Note
13).
Stock Options
Pursuant
to the Company’s 2005 Equity Participation Plan (the
“2005 Plan”), which provides for the issuance of
incentive stock options, non-statutory stock options and restricted
stock, a maximum of 700,000 shares of the Company’s Common
Stock are permitted to be issued pursuant to options granted and
restricted stock issued. Effective August 12, 2014, the Company
adopted the 2014 Equity Participation Plan (the “2014
Plan”) pursuant to which, 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 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.
31
The
results of operations for the three months ended June 30, 2019 and
2018 include stock-based compensation expense related to these
plans totaling approximately $0 and $1,000, respectively. The
results of operations for the six months ended June 30, 2019 and 2018 include stock-based
compensation expense related to stock options totaling
approximately $1,000 and $4,000, respectively. Stock-based
compensation expense related to stock options is net of estimated
forfeitures of approximately 17% for the three months and six
months ended June 30, 2019 and 2018. Such amounts have been
included in the consolidated statements of operations and
comprehensive income (loss) within other operating
expenses.
Stock-based
compensation expense for the six months ended June 30, 2019 and
2018 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 six months ended June 30,
2019 and 2018.
The
Black-Scholes Option Valuation Model was developed for use in
estimating the fair value of traded options, which have no vesting
restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assumptions
including the expected stock price volatility. Because our stock
options have characteristics significantly different from those of
traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of our stock
options.
A
summary of stock option activity under the Company’s 2014
Plan and 2005 Plan for the six months ended June 30, 2019 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, 2019
|
37,500
|
$8.36
|
2.24
|
$349,950
|
|
|
|
|
|
Granted
|
-
|
$-
|
-
|
$-
|
Exercised
|
(3,000)
|
$7.85
|
-
|
$6,270
|
Forfeited
|
(2,500)
|
$7.85
|
2.04
|
$13,588
|
|
|
|
|
|
Outstanding
at June 30, 2019
|
32,000
|
$8.45
|
1.76
|
$13,600
|
|
|
|
|
|
Vested
and Exercisable at June 30, 2019
|
32,000
|
$8.45
|
1.76
|
$13,600
|
32
The
aggregate intrinsic value of options outstanding and options
exercisable at June 30, 2019 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 $8.65 closing price of the
Company’s Common Stock on June 30, 2019. The total intrinsic value of options exercised
during the six months ended June 30, 2019 was $6,270, determined as
of the date of exercise. The total intrinsic value of options
forfeited during the six months ended June 30, 2019 was $13,588,
determined as of the date of forfeiture.
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”), or by
exchanging a number of shares owned for a period of greater than
one year having a fair market value equal to the exercise price of
the option being exercised (“Share Exchange”).
The Company received cash proceeds of $23,550 from the exercise of
options for the purchase of 3,000 shares of Common Stock during the
six months ended June 30, 2019. The Company received cash proceeds
of $46,883 from the exercise of options for the purchase of 7,400
shares of Common Stock during the six months ended June 30, 2018.
The Company received 4,860 shares from the exercise of options
under a Share Exchange for the purchase of 20,000 shares of Common
Stock during the six months ended June 30, 2018. The remaining
66,500 options exercised during the six months ended June 30, 2018
were Net Exercises, resulting in the issuance of 30,126 shares of
Common Stock.
As of
June 30, 2019, there were no unamortized compensation costs related
to unvested stock option awards.
As of
June 30, 2019, there were 427,476 shares reserved for grants under
the 2014 Plan.
Restricted Stock Awards
A summary of the restricted common stock activity under the
Company’s 2014 Plan for the six months ended June 30,
2019 is as
follows:
Restricted Stock Awards
|
Shares
|
Weighted Average Grant Date Fair Value per Share
|
Aggregate Fair Value
|
|
|
|
|
Balance
at January 1, 2019
|
120,499
|
$17.66
|
$2,129,175
|
|
|
|
|
Granted
|
120,586
|
$15.51
|
$1,870,487
|
Vested
|
(28,168)
|
$18.23
|
$(513,446)
|
Forfeited
|
(5,962)
|
$15.18
|
$(90,510)
|
|
|
|
|
Balance
at June 30, 2019
|
206,955
|
$16.39
|
$3,395,706
|
Fair value was calculated using the closing price of the
Company’s Common Stock on the grant date. For the three
months ended June 30, 2019 and 2018, stock-based compensation for
these grants was approximately $399,000 and $175,000, respectively,
which is included in other operating expenses on the accompanying
consolidated statements of operations and comprehensive loss. For
the six months ended June 30, 2019 and 2018, stock-based
compensation for these grants of approximately $708,000 and
$281,000, respectively, for these grants is included in other
operating expenses in the condensed consolidated statements of
income and comprehensive income (loss). These amounts reflect the
Company’s accounting expense and do not correspond to the
actual value that will be recognized by the directors, executives
and employees.
33
Note 9 – 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
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 sheets
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.
Significant components of the Company’s deferred tax assets
and liabilities are as follows:
|
June 30,
|
December 31,
|
|
2019
|
2018
|
|
|
|
Deferred
tax asset:
|
|
|
Net
operating loss carryovers (1)
|
$2,029,412
|
$90,438
|
Claims
reserve discount
|
455,200
|
343,905
|
Unearned
premium
|
3,445,635
|
3,145,682
|
Deferred
ceding commission revenue
|
651,033
|
564,202
|
Other
|
141,163
|
383,733
|
Total
deferred tax assets
|
6,722,443
|
4,527,960
|
|
|
|
Deferred
tax liability:
|
|
|
Investment
in KICO (2)
|
759,543
|
759,543
|
Deferred
acquisition costs
|
4,076,900
|
3,760,625
|
Intangibles
|
105,000
|
140,700
|
Depreciation
and amortization
|
557,084
|
664,194
|
Net
unrealized gains (losses) of securities - available for
sale
|
1,007,442
|
(1,151,335)
|
Total
deferred tax liabilities
|
6,505,969
|
4,173,727
|
|
|
|
Net
deferred income tax asset
|
$216,474
|
$354,233
|
(1)
The
deferred tax assets from net operating loss carryovers
(“NOL”) are as follows:
34
|
June 30,
|
December 31,
|
|
Type of NOL
|
2019
|
2018
|
Expiration
|
|
|
|
|
Federal
only, current year
|
$1,959,030
|
$-
|
None
|
Amount
subject to Annual Limitation, federal only
|
-
|
2,100
|
December
31, 2019
|
Total
federal only
|
1,959,030
|
2,100
|
|
|
|
|
|
State
only (A)
|
1,504,514
|
1,305,365
|
December
31, 2039
|
Valuation
allowance
|
(1,434,132)
|
(1,217,027)
|
|
State
only, net of valuation allowance
|
70,382
|
88,338
|
|
|
|
|
|
Total
deferred tax asset from net operating loss carryovers
|
$2,029,412
|
$90,438
|
|
(A) Kingstone generates operating losses for state
purposes and has prior year NOLs available. The state NOL as of
June 30, 2019 and December 31, 2018 was approximately
$23,146,000 and
$20,083,000, respectively. KICO
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
operations and comprehensive income (loss) 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
2039.
(2)
Deferred
tax liability – Investment in KICO
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 deferred tax liability was reduced to
$759,543 upon the reduction of federal income tax rates as of
December 31, 2017. The Company is required to maintain its deferred
tax liability of $759,543 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 six months ended June 30,
2019 and 2018. If any had been recognized these would have been
reported in income tax expense.
35
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, 2015
through December 31, 2018 remain subject to examination. The
Company’s federal income tax return for the year ended
December 31, 2016 has been examined by the Internal Revenue Service
and was accepted as filed.
Note
10 –Earnings/(Loss) Per Common Share
Basic
net earnings/(loss) per common share is computed by dividing
income/(loss) available to common shareholders by the
weighted-average number of common shares outstanding. Diluted
earnings/(loss) per common share reflect, in periods in which they
have a dilutive effect, the impact of common shares issuable upon
exercise of stock options as well as non-vested restricted stock
awards. The computation of diluted earnings/(loss) 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/(loss) per common share excludes
outstanding options in periods where the exercise of such options
would be anti-dilutive. For the six months ended June 30, 2019 and
2018, no options were included in the computation of diluted
earnings/(loss) per common share would have been anti-dilutive for
the relevant periods and, as a result, the weighted average number
of common shares used in the calculation of diluted earnings per
common share has not been adjusted for the effect of such
options.
The
reconciliation of the weighted average number of common shares used
in the calculation of basic and diluted earnings/(loss) per common
share follows:
|
Three months ended
|
Six months ended
|
||
|
June 30,
|
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Weighted
average number of shares outstanding
|
10,771,717
|
10,664,806
|
10,764,824
|
10,667,385
|
|
|
|
|
|
Effect of dilutive securities, common share
equivalents
|
|
|
|
|
Stock
options
|
4,188
|
148,885
|
-
|
154,322
|
Restricted
stock awards
|
9,159
|
6,631
|
-
|
6,313
|
|
|
|
|
|
Weighted
average number of shares outstanding,
|
|
|
|
|
used
for computing diluted earnings per share
|
10,785,064
|
10,820,322
|
10,764,824
|
10,828,020
|
Note 11 - 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 is 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.
36
On June 12, 2019, Phillip Woolgar filed a suit naming the Company
and certain present or former officers and directors as defendants
in a putative class action captioned Woolgar v. Kingstone Companies
et al., 19 cv 05500 (S.D.N.Y.),
asserting claims under Section 10(b) of the Exchange Act and SEC
Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange
Act. Plaintiff seeks to represent a class of persons or
entities that purchased Kingstone securities between March 14,
2018, and April 29, 2019, and alleges violations of the federal
securities law in connection with the Company’s April 29,
2019 announcement regarding losses related to winter catastrophe
events. The lawsuit alleges that the Company failed to
disclose that it did not adequately follow industry best practices
related to claims handling and thus did not record sufficient claim
reserves, and that as a result, Defendants’ positive
statements about the Company’s business, operations and
prospects misled investors. Plaintiff seeks, among other
things, an undetermined amount of money damages. We believe
the lawsuit to be without merit. The Company has not established an
accrual for this matter as a loss is not considered to be probable
and reasonably estimable. It is the opinion of management that
facts known at the present time do not indicate that such
litigation will have a material adverse impact on the
Company’s results of operations, financial position, or cash
flows.
Office Lease
The Company enters into lease agreements for real estate that is
primarily used for office space in the ordinary course of business.
These leases are accounted for as operating leases, whereby lease
expense is recognized on a straight-line basis over the term of the
lease. See Note 2 - Accounting Policies for additional information
regarding the accounting for leases.
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 expiring March 31, 2024.
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. This lease is
accounted for as an operating lease, whereby lease expense is
recognized on a straight-line basis over the term of the
lease.
Additional information regarding the Company’s office
operating lease is as follows:
|
Three months ended
|
Six months ended
|
Lease cost
|
June 30, 2019
|
June 30, 2019
|
Operating
lease
|
$41,342
|
$82,684
|
Short-term
leases
|
-
|
-
|
Total
lease cost (1)
|
$41,342
|
$82,684
|
|
|
|
Other information on operating lease
|
|
|
Cash payments included in the measurement of lease
|
|
|
liability
reported in operating cash flows
|
$42,827
|
$84,206
|
Discount
rate
|
5.50%
|
5.50%
|
Remaining
lease term in years
|
5 years
|
5 years
|
(1)
Included in the condensed consolidated
statements of operations and comprehensive income (loss) within
other underwriting
expenses.
37
The following table presents the contractual maturities of the
Company’s lease liabilities as of June 30, 2019:
For the Year
|
|
Ending
|
|
December 31,
|
Total
|
Remainder
of 2019
|
$85,655
|
2020
|
175,806
|
2021
|
181,959
|
2022
|
188,328
|
2023
|
194,919
|
Thereafter
|
49,145
|
Total
undiscounted lease payments
|
875,812
|
Less:
present value adjustment
|
116,947
|
Operating
lease liability
|
$758,865
|
Rent expense for the three months ended June 30, 2019 and 2018
amounted to $41,342 for each period. Rent expense for the six
months ended June 30, 2019 and 2018 amounted to $82,684 for each
period. Rent expense is included in the condensed
consolidated statements of operations and comprehensive income
(loss) within other underwriting
expenses.
See Note 13 Subsequent Events for additional office
lease.
Employment Agreements
See Note 13 Subsequent Events for change in executive employment
agreement.
Note 12 – Deferred Compensation Plan
On June
18, 2018, the Company adopted the Kingstone Companies, Inc.
Deferred Compensation Plan (the "Deferred Compensation Plan"). The
Deferred Compensation Plan is offered to a select group
(“Participants”), consisting of management and highly
compensated employees as a method of recognizing and retaining such
Participants. The Deferred Compensation Plan provides for eligible
Participants to elect to defer up to 75% of their base compensation
and up to 100% of bonuses and other compensation and to have such
deferred amounts deemed to be invested in specified investment
options. In addition to the Participant deferrals, the Company
may choose to make matching contributions to some or all of the
Participants in the Deferred Compensation Plan to the extent the
Participant did not receive the maximum matching or non-elective
contributions permissible under the Company’s 401(k) Plan due
to limitations under the Internal Revenue Code or the 401(k) Plan.
Participants may elect to receive payment of their account balances
in a single cash payment or in annual installments for a period of
up to ten years. The first payroll subject to the Deferred
Compensation Plan was in July 2018. The deferred compensation
liability as of June 30, 2019 and December 31, 2018 amounted to
$486,961 and $298,638, respectively and is recorded in accounts
payable, accrued expenses and other liabilities in the consolidated
balance sheets. The Company did not make any voluntary
contributions for the six months ended June 30, 2019.
38
Note 13 – Subsequent Events
The
Company has evaluated events that occurred subsequent to June
30, 2019 through the date these
condensed consolidated financial statements were issued for matters
that required disclosure or adjustment in these condensed
consolidated financial statements.
Reinsurance
KICO
eliminated its personal lines and commercial umbrella quota share
treaties, and entered into new annual excess of loss and
catastrophe reinsurance treaties effective July 1, 2019 (see Note
6, Property and Casualty Insurance Activity –
Reinsurance).
Office Lease
On July 8, 2019, the Company entered into a lease agreement for an
additional office facility for Cosi located in Valley Stream, NY
under a non-cancelable operating lease. 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.
The lease commencement date will be determined upon the completion
of landlord provided construction, which the Company expects to be
on or about October 1, 2019. The lease has a term of seven years
and two months.
This lease will be accounted for as an operating lease, whereby
lease expense is recognized on a straight-line basis over the term
of the lease. See Note 2 - Accounting Policies for additional
information regarding the accounting for leases.
The following table presents the contractual maturities of the
Company’s lease liabilities under this lease:
For the Year
|
|
Ending
|
|
December 31,
|
Total
|
Remainder
of 2019
|
$6,652
|
2020
|
80,517
|
2021
|
83,335
|
2022
|
86,252
|
2023
|
89,270
|
Thereafter
|
261,610
|
Total
undiscounted lease payments
|
607,636
|
Less:
present value adjustment
|
104,112
|
Operating
lease liability
|
$503,524
|
Employment Agreements
Dale A.
Thatcher, Chief Executive Officer and President of the Company and
KICO, retired and resigned his positions effective July 19, 2019
(the “Separation Date”). At such time, he also
resigned his positions on the Board of Directors of each of the
Company and KICO. Effective upon Mr. Thatcher’s
separation from employment, the Board appointed Barry B. Goldstein,
Former Chief Executive Officer and Executive Chairman of the Board
of Directors to the position of Chief Executive Officer and
President of each of the Company and KICO. Mr. Goldstein previously
served as Chief Executive Officer and President of the Company from
March 2001 through December 31, 2018, and as Chief Executive
Officer and President of KICO from January 2012 through December
31, 2018.
39
In
connection with his separation from employment, each of the Company
and KICO entered into an Agreement and General Release (the
“Separation Agreement”) with Mr. Thatcher.
Pursuant to the Separation Agreement, the Company and KICO shall
collectively provide the following payments and benefits to Mr.
Thatcher in full satisfaction of all payments and benefits and
other amounts due to him under the terms of the existing employment
agreements upon his separation from employment: (i) an amount equal
to $381,111 (representing the amount of base salary he would have
received had he remained employed through March 31, 2020), (ii) an
amount equal to $5,000 in full satisfaction for any bonus payments
payable under the existing employment agreements, (iii) continuing
group health coverage commencing on the Separation Date and ending
on March 31, 2020, and (iv) continued vesting of all previously
granted but unvested stock awards as of the Separation Date (Mr.
Thatcher shall not be entitled to any further grants of stock
awards after the Separation Date). In addition, the Company
and KICO agreed to provide Mr. Thatcher with a severance payment of
$20,000 in consideration for a release. As required by the
employment agreements, Mr. Thatcher covenanted that, for a period
of three years following the Separation Date, he shall not accept
any operating executive role with another property and casualty
insurance company.
Commercial Lines of Business
On July
23, 2019, the Company made the
decision that it will no longer underwrite Commercial Lines risks
(see Note 6 Property and Casualty Insurance Activity –
Commercial Lines of Business).
Dividends Declared
On
August 7, 2019, the Company’s Board of Directors approved a
quarterly dividend of $0.0625 per share payable in cash on
September 13, 2019 to stockholders of record as of the close of
business on August 30, 2019 (see Note 8).
40
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 through our wholly owned subsidiary, Kingstone
Insurance Company (“KICO”). KICO’s insureds are
located primarily in downstate New York, consisting of New York
City and Long Island, although we are actively writing business in
New Jersey, Rhode Island, Massachusetts, Connecticut and
Pennsylvania. We are licensed in the States of New York, New
Jersey, Rhode Island, Massachusetts, Pennsylvania, Connecticut,
Maine, and New Hampshire. For the three months and six months ended
June 30, 2019, respectively, 86.0% and 88.4% of KICO’s direct
written premiums came from the New York policies.
In
addition, through our subsidiary, Cosi Agency, Inc.
(“Cosi”), a multi-state licensed general agency, we now
access alternative distribution channels outside of the independent
agent and broker network, through which KICO currently distributes
its various products. Through Cosi, we now have the opportunity to
partner with name-brand carriers and access nationwide insurance
agencies. See below for discussion of distribution channels. Cosi
receives commission revenue from KICO for the policies that it
places with nationwide insurance agencies and pays commissions to
these agencies. Cosi retains the profit between the commission
revenue received and the commission expense paid. Cosi revenue is
included in other income and Cosi related expenses is included in
other operating expenses. Cosi operations is not included in our
stand-alone insurance underwriting business and accordingly, its
revenue and expenses are not included in the calculation of our
combined ratio as described below.
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 written for a one-year term.
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 can elapse from the receipt
of insurance premiums to 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 holding company earns investment income from
its cash holdings and may also generate net realized and unrealized
investment gains and losses on future 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 and operating expenses of Cosi. These corporate expenses
include legal and auditing fees, executive employment costs, and
other costs directly associated with being a public company. Cosi
operating expenses primarily include commissions paid to brokers,
employment costs, and consulting costs.
41
Product Lines
Our
active product lines include the following:
Personal lines: Our
largest line of business is personal lines, consisting of
homeowners, dwelling fire, cooperative/condominium, renters, and
personal umbrella policies.
Commercial
lines: Through
July 2019, we offered businessowners policies, which consist
primarily of small business retail, service, and office risks, with
limited property exposures. We also wrote artisan’s liability
policies for small independent contractors with smaller sized
workforces. In addition, we wrote special multi-peril
policies for larger and more specialized businessowners risks,
including those with limited residential exposures. Further, we
offered commercial umbrella policies written above our supporting
commercial lines policies.
In May
2019, due to the poor performance of this line we placed a six
month moratorium on new commercial lines and new commercial
umbrella submissions. In July 2019, due to the continuing
poor performance of these lines, we made the decision to no longer
underwrite all commercial lines and commercial umbrella risks. In
force policies for these lines will be non-renewed at the end of
their current annual terms. For the six months ended June 30, 2019,
these policies represent approximately 12% of net premiums earned
and claims from this line of business represent 43% of loss and
loss adjustment expense reserves net of reinsurance recoverables.
See discussion below on Outlook and Additional Financial
Information
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 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.
42
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.
Distribution Channels
During
2019, we initiated an alternative distribution program through
Cosi. The goal of this program is to increase our personal lines
historical distribution channel from only independent broker and
agent networks (“Independent”) to include nationally
recognized name-brand carriers along with nationwide call center
and digital insurance agencies. While still in its early stages of
development, the results of this initiative can best be measured by
the amount of new premiums written compared to total premiums
written, which includes renewals from our historical independent
network. The table below shows new business and total business
written by distribution channel for our homeowners and dwelling
fire components of personal lines.
|
Three
months ended
|
Six months ended
|
||
|
June 30, 2019
|
June 30, 2019
|
||
Direct
Written Pemiums
|
Amount
|
Percent
|
Amount
|
Percent
|
|
($ in
thousands)
|
|||
New Business
|
|
|
|
|
Core
Independent
|
$6,133
|
55.0%
|
$11,755
|
60.8%
|
Expansion
Independent
|
4,097
|
36.7%
|
6,369
|
32.9%
|
Alternative
Distribution through Cosi
|
929
|
8.3%
|
1,206
|
6.2%
|
Total
|
$11,159
|
100.0%
|
$19,330
|
100.0%
|
|
|
|
|
|
New and Renewal Business
|
|
|
|
|
Core
Independent
|
$30,746
|
80.9%
|
$57,281
|
84.2%
|
Expansion
Independent
|
6,272
|
16.5%
|
9,492
|
14.0%
|
Alternative
Distribution through Cosi
|
964
|
2.5%
|
1,243
|
1.8%
|
Total
|
$37,982
|
100.0%
|
$68,016
|
100.0%
|
(Percent components may not sum to totals due to
rounding)
For the
three months ended June 30, 2019, Alternative Distribution made up
8.3% of direct written premiums for new business and 2.5% of direct
written premiums for new and renewal business combined. For the six
months ended June 30, 2019, Alternative Distribution made up 6.2%
of direct written premiums for new business and 1.8% of direct
written premiums for new and renewal business
combined.
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 GAAP requires our management to make estimates and assumptions
in certain circumstances that affect amounts reported in our
condensed consolidated financial statements and related notes. In
preparing these condensed consolidated financial statements, our
management has utilized information, including our past history,
industry standards, the current economic environment, and other
factors, in forming its estimates and judgments for certain amounts
included in the condensed consolidated financial statements, giving
due consideration to materiality. It is possible that the ultimate
outcome as anticipated by our management in formulating its
estimates in these financial statements may not materialize.
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 the comparability of our results of
operations to those of similar companies.
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 yet been reported prior to the reporting
date, amounts recoverable from 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.
Outlook
Although second
quarter results were disappointing due to poor performance from our
commercial lines business and a higher impact from weather related
catastrophe events, we were pleased with our continuing year over
year growth. We anticipate the continued growth of our alternate
distribution channel and the launch of our Maine homeowners product
during the fourth quarter of 2019, which will add to our
geographically distributed footprint in the Northeast.
Due to
uncertainties related to the run-off of our commercial lines
business as discussed above, we are withdrawing our combined ratio
guidance.
43
Consolidated Results of Operations
Six Months Ended June 30, 2019 Compared to Six Months Ended June
30, 2018
The following table summarizes the changes in the results of our
operations (in thousands) for the periods indicated:
|
Six months ended June 30,
|
|||
($ in thousands)
|
2019
|
2018
|
Change
|
Percent
|
Revenues
|
|
|
|
|
Direct
written premiums
|
$82,310
|
$68,390
|
$13,920
|
20.4%
|
Assumed
written premiums
|
-
|
1
|
(1)
|
na
%
|
|
82,310
|
68,391
|
13,919
|
20.4%
|
Ceded
written premiums
|
|
|
|
|
Ceded
to quota share treaties (1)
|
5,963
|
9,610
|
$(3,647)
|
(38.0)%
|
Ceded
to excess of loss treaties
|
833
|
596
|
237
|
39.8%
|
Ceded
to catastrophe treaties
|
8,532
|
6,520
|
2,012
|
30.9%
|
Total
ceded written premiums
|
15,328
|
16,726
|
(1,398)
|
(8.4)%
|
|
|
|
|
|
Net
written premiums
|
66,982
|
51,665
|
15,317
|
29.6%
|
|
|
|
|
|
Change
in unearned premiums
|
|
|
|
|
Direct
and assumed
|
(6,456)
|
(5,492)
|
(964)
|
17.6%
|
Ceded
to quota share treaties
|
271
|
769
|
(498)
|
(64.8)%
|
Change
in net unearned premiums
|
(6,185)
|
(4,723)
|
(1,462)
|
31.0%
|
|
|
|
|
|
Premiums
earned
|
|
|
|
|
Direct
and assumed
|
75,854
|
62,898
|
12,956
|
20.6%
|
Ceded
to reinsurance treaties
|
(15,057)
|
(15,956)
|
899
|
(5.6)%
|
Net
premiums earned
|
60,797
|
46,942
|
13,855
|
29.5%
|
Ceding
commission revenue
|
|
|
|
|
Excluding
the effect of catastrophes
|
1,953
|
3,845
|
(1,892)
|
(49.2)%
|
Effect
of catastrophes
|
-
|
(459)
|
459
|
n/a%
|
Total
ceding commission revenue
|
1,953
|
3,386
|
(1,433)
|
(42.3)%
|
Net
investment income
|
3,343
|
2,941
|
402
|
13.7%
|
Net
gains (losses) on investments
|
2,714
|
(630)
|
3,344
|
(530.8)%
|
Other
income
|
696
|
609
|
87
|
14.3%
|
Total
revenues
|
69,503
|
53,248
|
16,255
|
30.5%
|
Expenses
|
|
|
|
|
Loss
and loss adjustment expenses
|
|
|
|
|
Direct
and assumed:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
46,164
|
25,898
|
20,266
|
78.3%
|
Losses
from catastrophes (2)
|
7,264
|
10,561
|
(3,297)
|
(31.2)%
|
Total
direct and assumed loss and loss adjustment expenses
|
53,428
|
36,459
|
16,969
|
46.5%
|
|
|
|
|
|
Ceded
loss and loss adjustment expenses:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
5,859
|
3,186
|
2,673
|
83.9%
|
Losses
from catastrophes (2)
|
763
|
4,831
|
(4,068)
|
(84.2)%
|
Total
ceded loss and loss adjustment expenses
|
6,622
|
8,017
|
(1,395)
|
(17.4)%
|
|
|
|
|
|
Net
loss and loss adjustment expenses:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
40,305
|
22,712
|
17,593
|
77.5%
|
Losses
from catastrophes (2)
|
6,501
|
5,730
|
771
|
13.5%
|
Net
loss and loss adjustment expenses
|
46,806
|
28,442
|
18,364
|
64.6%
|
|
|
|
|
|
Commission
expense
|
14,153
|
11,817
|
2,336
|
19.8%
|
Other
underwriting expenses
|
11,552
|
10,107
|
1,445
|
14.3%
|
Other
operating expenses
|
2,069
|
1,091
|
978
|
89.6%
|
Depreciation
and amortization
|
1,230
|
834
|
396
|
47.5%
|
Interest
expense
|
913
|
909
|
4
|
0.4%
|
Total
expenses
|
76,723
|
53,200
|
23,523
|
44.2%
|
|
|
|
|
|
(Loss)
income before taxes
|
(7,220)
|
48
|
(7,268)
|
(15,141.7)%
|
Income
tax (benefit) expense
|
(1,524)
|
9
|
(1,533)
|
(17,033.3)%
|
Net (loss) income
|
$(5,696)
|
$39
|
$(5,735)
|
(14,705.1)%
|
(1)
Effective July 1,
2018, we decreased the quota share ceding rate in our personal
lines quota share treaty from 20% to 10% (the “2018
cut-off”).
(2)
The six
months ended June 30, 2019 and 2018 includes catastrophe losses,
which are defined as losses from an event for which a catastrophe
bulletin and related serial number has been issued by the Property
Claims Services (PCS) unit of the Insurance Services Office (ISO).
PCS catastrophe bulletins are issued for events that cause more
than $25 million in total insured losses and affect a significant
number of policyholders and insurers.
44
|
Six months ended June 30,
|
|||
|
2019
|
2018
|
Percentage Point Change
|
Percent Change
|
|
|
|
|
|
Key ratios:
|
|
|
|
|
Net
loss ratio
|
77.0%
|
60.6%
|
16.4
|
27.1%
|
Net
underwriting expense ratio
|
38.0%
|
38.2%
|
(0.2)
|
(0.5)%
|
Net
combined ratio
|
115.0%
|
98.8%
|
16.2
|
16.4%
|
Direct Written Premiums
Direct written premiums during the six months
ended June 30, 2019 (“Six Months 2019”) were
$82,310,000 compared to
$68,390,000 during the six months
ended June 30, 2018 (“Six Months 2018”). The increase
of $13,920,000, or 20.4%, was primarily due to an increase in
policies in-force during Six Months 2019 as compared to Six Months
2018. 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 18.8% as of June 30, 2019 compared to June 30,
2018.
In
2017, we started writing homeowners’ policies in New Jersey
and Rhode Island. We began writing homeowners policies in
Massachusetts in 2018 and Connecticut in March of 2019. We refer to
our New York business as our “Core” business and the
business outside of New York as our “Expansion”
business. Direct written premiums from our Expansion business were
$9,529,000 in Six Months 2019 compared to $3,064,000 in Six Months
2018.
Net Written Premiums and Net Premiums Earned
The
following table describes the quota share reinsurance ceding rates
in effect during Six Months 2019 and Six Months 2018, respectively.
This table should be referred to in conjunction with the
discussions for net written premiums, net premiums earned, ceding
commission revenue and net loss and loss adjustment expenses that
follow.
|
Six
months ended June 30,
|
|
|
2019
|
2018
|
|
("2017/2019 Treaty")
|
("2017/2019 Treaty")
|
|
|
|
Quota share reinsurance rates
|
|
|
Personal
lines
|
10%(1)
|
20%(1)
|
(1)
2017/2019
Treaty is a two-year treaty, quota share reinsurance rate was
reduced to 10% effective July 1, 2018.
See
“Reinsurance” below for changes to our personal lines
quota share treaties effective July 1, 2019, 2018 and
2017.
Net
written premiums increased $15,317,000, or 29.6%, to $66,982,000 in
Six Months 2019 from $51,665,000 in Six Months 2018. 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 was
subject to a quota share treaty through June 30, 2019, which is now
in run off. 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. The increase in net written premiums is due to
growth and the reductions of our personal lines quota share
reinsurance rate from 20% to 10% on July 1, 2018.
45
Excess of loss reinsurance treaties
An
increase in written premiums will increase the premiums ceded under
our excess of loss treaties. In Six Months 2019, our ceded excess
of loss reinsurance premiums increased by $237,000 over the
comparable ceded premiums for Six Months 2018. The increase was due
to an increase in premiums subject to excess of loss
reinsurance.
Catastrophe reinsurance treaties
Most
of the premiums written under our personal lines are also subject
to our catastrophe treaties. An increase in our personal lines
business gives rise to more property exposure, which increases our
exposure to catastrophe risk; therefore, our premiums ceded under
catastrophe treaties will increase. This results in an increase in
premiums ceded under our catastrophe treaties provided that
reinsurance rates are stable or are increasing. In Six Months 2019,
our premiums ceded under catastrophe treaties increased by
$2,012,000 over the comparable ceded premiums in Six Months 2018.
The increase was due to an increase in our catastrophe coverage and
an increase in premiums subject to catastrophe reinsurance,
partially offset by more favorable reinsurance rates in Six Months
2019. Our ceded catastrophe premiums are paid based on the total
direct written premiums subject to the catastrophe reinsurance
treaty.
Net premiums earned
Net
premiums earned increased $13,855,000, or 29.5%, to $60,797,000 in
Six Months 2019 from $46,942,000 in Six Months 2018. The increase
was due to the increase in written premiums discussed above and our
retaining more earned premiums effective July 1, 2018, as a result
of the reduction of the quota share reinsurance rate.
Ceding Commission Revenue
The
following table details the quota share provisional ceding
commission rates in effect during Six Months 2019 and Six Months
2018. This table should be referred to in conjunction with the
discussion for ceding commission revenue that follows.
|
Six months ended
|
|
|
June 30, 2019
|
|
|
2019
|
2018
|
|
("2017/2019 Treaty")
|
("2017/2019 Treaty")
|
|
|
|
Provisional ceding commission rate on quota share
treaty
|
|
|
Personal
lines
|
53%
|
53%
|
46
The
following table summarizes the changes in the components of ceding
commission revenue (in thousands) for the periods
indicated:
|
Six
months ended June 30,
|
|||
($ in thousands)
|
2019
|
2018
|
Change
|
Percent
|
|
|
|
|
|
Provisional
ceding commissions earned
|
$2,681
|
$4,213
|
$(1,532)
|
(36.4)%
|
|
|
|
|
|
Contingent
ceding commissions earned
|
|
|
|
|
Contingent
ceding commissions earned excluding
|
|
|
|
|
the
effect of catastrophes
|
(728)
|
(368)
|
(360)
|
97.8%
|
Effect
of catastrophes on ceding commissions earned
|
-
|
(459)
|
459
|
n/a
|
Contingent
ceding commissions earned
|
(728)
|
(827)
|
99
|
(12.0)%
|
|
|
|
|
|
Total
ceding commission revenue
|
$1,953
|
$3,386
|
$(1,433)
|
(42.3)%
|
Ceding
commission revenue was $1,953,000 in Six Months 2019 compared to
$3,386,000 in Six Months 2018. The decrease of $1,433,000, or
42.3%, was due to a decrease in provisional ceding commissions
earned, partially offset by an increase in contingent ceding
commissions earned. The reduction in provisional ceding commissions
occurred due to the decision to retain more of our profitable
business (see below for discussion of provisional ceding
commissions earned and contingent ceding commissions
earned).
Provisional Ceding Commissions Earned
We
receive a provisional ceding commission based on ceded written
premiums. The $1,532,000 decrease in provisional ceding commissions
earned is primarily due to the decrease in the quota share ceding
rate effective July 1, 2018 to 10%, from the 20% rate in effect
from July 1, 2017 through June 30, 2018. Thus there were fewer
ceded premiums in Six Months 2019 available to earn ceding
commissions than there were in Six Months 2018. The decrease was
partially offset by an increase in personal lines direct written
premiums subject to the quota.
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 2017/2019 Treaty is subject to change
based on losses incurred from claims with accident dates beginning
July 1, 2017. 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, 2017.
The
2017/2019 Treaty structure limits the amount of contingent ceding
commissions that we can receive by setting a higher provisional
commission rate than the rates received in prior years. As a result
of the higher upfront provisional ceding commissions that we
receive under the 2017/2019 Treaty, there is not an opportunity to
earn additional contingent ceding commissions under this treaty.
Under our current “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. In Six Months 2018, catastrophe
losses of $1,433,000 were ceded under our personal lines quota
share treaty. These catastrophe losses resulted in the Loss Ratios
for the period July 1, 2017 through June 30, 2018 (attributable to
the 2017/2019 Treaty) being higher than the contractual Loss Ratio
at which provisional ceding commissions were being earned. As a
result, we incurred a negative adjustment or reduction to the
contingent ceding commissions of $459,000 relative to what would
have been earned had the catastrophe losses not occurred. Effective
July 1, 2018, the provisional ceding commission rate was a fixed
rate with no downward adjustment required related to Loss Ratio,
accordingly, in 2019, catastrophe losses of $763,000 that were
ceded under our personal lines quota share treaty did not have an
effect on contingent ceding commissions. See
“Reinsurance” below for changes to our personal lines
quota share treaty effective July 1, 2018.
47
Net Investment Income
Net
investment income was $3,343,000 in Six Months 2019 compared to
$2,941,000 in Six Months 2018. The increase of $402,000, or 13.7%,
was due to an increase in average invested assets in 2019. The
average yield on invested assets was 3.64% as of June 30, 2019
compared to 3.74% as of June 30, 2018. The pre-tax equivalent yield
on invested assets was 3.43% and 3.41% as of June 30, 2019 and
2018, respectively.
Cash
and invested assets were $212,130,000 as of June 30, 2019 compared
to $186,310,000 as of June 30, 2018. The $25,820,000 increase in
cash and invested assets resulted primarily from increased
operating cash flows for the period after June 30,
2018.
Net Gains and Losses on Investments
Net
gains on investments were $2,714,000 in Six Months 2019 compared to
a net loss of $630,000 in Six Months 2018. Unrealized gains on our
equity securities and other investments in Six Months 2019 were
$2,713,000, compared to an unrealized loss of $310,000 in Six
Months 2018. Realized gains on sales of investments were $1,000 in
Six Months 2019 compared to realized losses of $320,000 in Six
Months 2018.
Other Income
Other
income was $696,000 in Six Months 2019 compared to $609,000 in Six
Months 2018. The increase of $87,000, or 14.3%, was primarily due
to an increase in installment and other fees earned in our
insurance underwriting business.
Net Loss and LAE
Net loss and LAE was $46,806,000
in Six Months 2019 compared to
$28,442,000 in Six Months 2018. The
net loss ratio was 77.0% in Six Months 2019 compared to 60.6% in
Six Months 2018, an increase of 16.4 percentage
points.
The
following graphs summarize the changes in the components of net
loss ratio for the periods indicated, along with the comparable
components excluding commercial lines business:
48
During
the Six Months 2019, the loss ratio was elevated due to three
factors. First, there was a higher than normal level of catastrophe
loss activity, primarily related to a single large freeze event in
Mid-January with a $4.3 million impact. In total, there are five
PCS catastrophe events affecting KICO in 2019 with a net impact of
$6.5 million, or 10.7 points on the loss ratio. This compares to a
12.2 point impact from six catastrophe events for the same period
in 2018, or a 1.5 point reduction in the impact of catastrophe
losses. Although catastrophe activity has had a slightly lower
impact on the loss ratio in 2019, it was still well above the
10-year average impact through the first Six Months.
A
second major impact on the loss ratio was reserve strengthening for
prior years of $6.1 million, which had a 10.0 point impact on the
loss ratio. This compares to 0.5 points of prior year development
in Six Months 2018, or an increase of 9.5 points in the impact of
prior year loss development. During the early part of 2019 it was
determined that significant case reserve strengthening was required
for older liability claims, particularly from commercial lines
business. This in turn led to our decision to cease writing
commercial lines policies in July 2019. Of the prior year reserve
strengthening through Six Months 2019, 72% is related to commercial
lines liability business. This has significantly increased the
ultimate loss ratio projections for commercial lines liability
business in accident years 2014 and forward, and leads to the
conclusion that the business is no longer profitable. Excluding
commercial lines, prior year development for the Six Months 2019
was 3.1 points, compared to 2.0 points of adverse prior year
development for the Six Months 2018.
Finally,
the underlying loss ratio excluding the impact of catastrophes and
prior year development was 56.3% for the Six Months 2019, an
increase of 8.4 points from the 47.9% underlying loss ratio
recorded for Six Months 2018. The underlying loss ratio
increased compared to Six Months 2018 due to continued increases in
average claim severity for non-weather water damage property
claims. In addition, the underlying loss ratio for the Six Months
2019 is affected by increased loss ratio expectations for
commercial lines as a result of increases in our prior year loss
ratio estimates for that business as noted above. Excluding
commercial lines, the underlying loss ratio excluding the impact of
catastrophes and prior year development for the Six Months 2019 was
53.1%, an increase of 6.7 points from the 46.4% underlying loss
ratio recorded for the Six Months 2018. See table below under
“Additional Financial Information” summarizing net loss
ratios by line of business.
Commission Expense
Commission
expense was $14,153,000 in Six Months 2019 or 18.7% of direct
earned premiums. Commission expense was $11,817,000 in Six Months
2018 or 18.8% of direct earned premiums. The increase of $2,336,000
is primarily due to the increase in direct earned premiums for Six
Months 2019 as compared to Six Months 2018.
Other Underwriting Expenses
Other
underwriting expenses were $11,552,000 in Six Months 2019 compared
to $10,107,000 in Six Months 2018. The increase of $1,445,000, or
14.3%, was primarily due to expenses related to growth in direct
written premiums. 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. The
14.3 percentage point increase of other underwriting was less than
the 20.4% increase in total direct written premiums.
Our
largest component of other underwriting expenses is salaries and
employment, which costs were $4,899,000 in Six Months 2019 compared
to $4,522,000 in Six Months 2018. The increase of $377,000, or
8.3%, was less than the 20.4% increase in total direct written
premiums. The increase in employment costs was due to hiring of
additional staff to service our current level of business and
anticipated growth in volume, as well as annual increases in
salaries.
49
Our
net underwriting expense ratio in Six Months 2019 was 38.0%
compared to 38.2% in Six Months 2018. The following table shows the
individual components of our net underwriting expense ratio for the
periods indicated:
|
Six months ended
|
|
|
|
June 30,
|
Percentage
|
|
|
2019
|
2018
|
Point Change
|
|
|
|
|
Other
underwriting expenses
|
|
|
|
Employment
costs
|
8.1%
|
9.6%
|
(1.5)
|
Underwriting
fees (inspections/data services)
|
2.4
|
2.5
|
(0.1)
|
Other
expenses
|
8.6
|
9.3
|
(0.7)
|
Total
other underwriting expenses
|
19.1
|
21.4
|
(2.3)
|
|
|
|
|
Ceding
commission revenue
|
|
|
|
Provisional
|
(4.4)
|
(9.0)
|
4.6
|
Contingent
|
1.2
|
1.8
|
(0.6)
|
Total
ceding commission revenue
|
(3.2)
|
(7.2)
|
4.0
|
|
|
|
|
Other
income
|
(1.1)
|
(1.2)
|
0.1
|
Commission
expense
|
23.2
|
25.2
|
(2.0)
|
|
|
|
|
Net
underwriting expense ratio
|
38.0%
|
38.2%
|
(0.2)
|
The
2.3 percentage point decrease in our other underwriting expense
ratio was driven by a decline of 1.5 percentage points from the
impact of employment costs.
The
overall 4.6 percentage point increase in provisional ceding
commissions was driven entirely by the change in our quota share
ceding rates and its impact on provisional ceding commission
revenue due to the additional retention resulting from the cut-off
to our quota share treaty on July 1, 2018. The components of our
net underwriting expense ratio related to other underwriting
expenses, other income and commissions improved in nearly all
categories, resulting in an overall 0.2 percentage point decrease
in the net underwriting expense ratio.
Other Operating Expenses
Other
operating expenses, related to the expenses of our holding company
and Cosi, were $2,069,000 for Six Months 2019 compared to
$1,091,000 for Six Months 2018. The increase in Six Months 2019 of
$978,000, or 89.6%, was primarily due to increases in equity
compensation and salaries. The increase in salary was due to the
initial hiring of staff for Cosi and the increase in equity
compensation was due to 2019 annual restricted stock awards to
directors and executives. In addition, the increase was also due to
an absence of change to accrued executive bonus compensation in Six
Months 2019, compared to a decrease in Six Months 2018. Executive
bonus compensation is accrued pursuant to the employment agreement
effective January 1, 2017 with Barry B. Goldstein, our Executive
Chairman and current Chief Executive Officer. The bonus is a
one-time payment computed at the end of the three-year period ended
December 31, 2019, and the amount accrued through June 30, 2019
will only be paid if the three-year computation meets the required
terms of profitability.
50
Depreciation and Amortization
Depreciation
and amortization was $1,230,000 in Six Months 2019 compared to
$834,000 in Six Months 2018. The increase of $396,000, or 47.5%, in
depreciation and amortization was primarily due to depreciation of
our new system platform for processing business being written in
Expansion states and newly purchased assets used to upgrade our
systems infrastructure and improvements to the Kingston, New York
home office building from which we operate.
Interest Expense
Interest
expense for Six Months 2019 was $913,000 compared to $909,000 in
Six Months 2018. We incurred interest expense in connection
with our $30.0 million issuance of long-term debt in December
2017.
Income Tax Expense
Income
tax benefit in Six Months 2019 was $1,524,000, which resulted in an
effective tax rate of 21.1%. Income tax expense in Six Months 2018
was $9,000, which resulted in an effective tax rate of 18.8%. Loss
before taxes was $7,220,000 in Six Months 2019 compared to income
before taxes of $48,000 in Six Months 2018.
Net Loss
Net
loss was $5,696,000 in Six Months 2019 compared to net income of
$39,000 in Six Months 2018. The increase in net loss of $5,735,000,
was due to the circumstances described above, which caused the
increase in our net loss ratio, decrease in ceding commission
revenue, increases in other underwriting and operating expenses,
and depreciation and amortization, partially offset by the increase
in our net premiums earned, net investment income, and net gains on
investments.
51
Three Months Ended June 30, 2019 Compared to Three Months Ended
June 30, 2018
The following table summarizes the changes in the results of our
operations (in thousands) for the periods indicated:
|
Three months ended June 30,
|
|||
($ in thousands)
|
2019
|
2018
|
Change
|
Percent
|
Revenues
|
|
|
|
|
Direct
written premiums
|
$44,821
|
$36,864
|
$7,957
|
21.6%
|
Assumed
written premiums
|
-
|
-
|
-
|
na%
|
|
44,821
|
36,864
|
7,957
|
21.6%
|
Ceded
written premiums
|
|
|
|
|
Ceded
to quota share treaties
|
3,304
|
5,204
|
(1,900)
|
(36.5)%
|
Ceded
to excess of loss treaties
|
429
|
307
|
122
|
39.7%
|
Ceded
to catastrophe treaties
|
4,467
|
3,388
|
1,079
|
31.8%
|
Total
ceded written premiums
|
8,200
|
8,899
|
(699)
|
(7.9)%
|
|
|
|
|
|
Net
written premiums
|
36,621
|
27,965
|
8,656
|
31.0%
|
|
|
|
|
|
Change
in unearned premiums
|
|
|
|
|
Direct
and assumed
|
(5,828)
|
(4,485)
|
(1,343)
|
29.9%
|
Ceded
to quota share treaties
|
408
|
625
|
(217)
|
(34.7)%
|
Change
in net unearned premiums
|
(5,420)
|
(3,860)
|
(1,560)
|
40.4%
|
|
|
|
|
|
Premiums
earned
|
|
|
|
|
Direct
and assumed
|
38,993
|
32,379
|
6,614
|
20.4%
|
Ceded
to reinsurance treaties
|
(7,792)
|
(8,274)
|
482
|
(5.8)%
|
Net
premiums earned
|
31,201
|
24,105
|
7,096
|
29.4%
|
Ceding
commission revenue
|
|
|
|
|
Excluding
the effect of catastrophes
|
675
|
1,816
|
(1,141)
|
(62.8)%
|
Effect
of catastrophes
|
-
|
(125)
|
125
|
na%
|
Total
ceding commission revenue
|
675
|
1,691
|
(1,016)
|
(60.1)%
|
Net
investment income
|
1,719
|
1,557
|
162
|
10.4%
|
Net
gains (losses) on investments
|
679
|
(107)
|
786
|
(734.6)%
|
Other
income
|
330
|
300
|
30
|
10.0%
|
Total
revenues
|
34,604
|
27,546
|
7,058
|
25.6%
|
Expenses
|
|
|
|
|
Loss
and loss adjustment expenses
|
|
|
|
|
Direct
and assumed:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
19,521
|
13,357
|
6,164
|
46.1%
|
Losses
from catastrophes (1)
|
1,637
|
224
|
1,413
|
630.8%
|
Total
direct and assumed loss and loss adjustment expenses
|
21,158
|
13,581
|
7,577
|
55.8%
|
|
|
|
|
|
Ceded
loss and loss adjustment expenses:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
3,287
|
2,365
|
922
|
39.0%
|
Losses
from catastrophes (1)
|
199
|
40
|
159
|
397.5%
|
Total
ceded loss and loss adjustment expenses
|
3,486
|
2,405
|
1,081
|
44.9%
|
|
|
|
|
|
Net
loss and loss adjustment expenses:
|
|
|
|
|
Loss
and loss adjustment expenses excluding the effect of
catastrophes
|
16,234
|
10,992
|
5,242
|
47.7%
|
Losses
from catastrophes (1)
|
1,438
|
184
|
1,254
|
681.5%
|
Net
loss and loss adjustment expenses
|
17,672
|
11,176
|
6,496
|
58.1%
|
|
|
|
|
|
Commission
expense
|
7,300
|
6,017
|
1,283
|
21.3%
|
Other
underwriting expenses
|
5,416
|
5,076
|
340
|
6.7%
|
Other
operating expenses
|
1,097
|
844
|
253
|
30.0%
|
Depreciation
and amortization
|
628
|
424
|
204
|
48.1%
|
Interest
expense
|
456
|
452
|
4
|
0.9%
|
Total
expenses
|
32,569
|
23,989
|
8,581
|
35.8%
|
|
|
|
|
|
Income
before taxes
|
2,035
|
3,557
|
(1,522)
|
(42.8)%
|
Income
tax expense
|
396
|
800
|
(404)
|
(50.5)%
|
Net income
|
$1,639
|
$2,757
|
$(1,118)
|
(40.6)%
|
52
The
three months ended June 30, 2019 includes catastrophe losses, which
are defined as losses from an event for which a catastrophe
bulletin and related serial number has been issued by the Property
Claims Services (PCS) unit of the Insurance Services Office (ISO).
PCS catastrophe bulletins are issued for events that cause more
than $25 million in total insured losses and affect a significant
number of policyholders and insurers.
|
Three months ended June 30,
|
|||
|
2019
|
2018
|
Percentage Point Change
|
Percent Change
|
|
|
|
|
|
Key ratios:
|
|
|
|
|
Net
loss ratio
|
56.6%
|
46.4%
|
10.2
|
22.0%
|
Net
underwriting expense ratio
|
37.5%
|
37.8%
|
(0.3)
|
(0.8)%
|
Net
combined ratio
|
94.1%
|
84.2%
|
9.9
|
11.8%
|
Direct Written Premiums
Direct written premiums during the three months
ended June 30, 2019 (“Three Months 2019”) were
$44,821,000 compared to
$36,864,000 during the three months
ended June 30, 2018 (“Three Months 2018”). The increase
of $7,957,000, or 21.6%, was
primarily due to an increase in policies in-force during 2019 as
compared to 2018 driven by continued growth in new business. 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 18.8% as of June 30, 2019 compared to June 30,
2018.
In
2017, we started writing homeowners’ policies in New Jersey
and Rhode Island. We began writing homeowners policies in
Massachusetts in 2018 and Connecticut in March of 2019. We refer to
our New York business as our “Core” business and the
business outside of New York as our “Expansion”
business. Direct written premiums from our Expansion business were
$6,297,000 in Three Months 2019, compared to $2,167,000 in Three
Months 2018.
Net Written Premiums and Net Premiums Earned
The
following table describes the quota share reinsurance ceding rates
in effect during Three Months 2019 and Three Months 2018,
respectively. This table should be referred to in conjunction with
the discussions for net written premiums, net premiums earned,
ceding commission revenue and net loss and loss adjustment expenses
that follow.
|
Three
months ended June 30,
|
|
|
2019
|
2018
|
|
("2017/2019
Treaty")
|
("2017/2019
Treaty")
|
|
|
|
Quota share reinsurance rates
|
|
|
Personal
lines
|
10%(1)
|
20%(1)
|
(1)
2017/2019
Treaty is a two-year treaty, quota share reinsurance rate was
reduced to 10% effective July 1, 2018.
See
“Reinsurance” below for changes to our personal lines
quota share treaties effective July 1, 2019, 2018 and
2017.
53
Net written premiums increased
$8,656,000, or 31.0%, to
$36,621,000 in Three Months 2019
from $27,965,000 in Three
Months 2018. 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 was currently subject to
a quota share treaty through June 30, 2019, now in run off. 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. The
increase in net written premiums is due to growth and the reduction
of our personal lines quota share reinsurance rate from 20% to 10%
on July 1, 2018.
Excess of loss reinsurance treaties
An
increase in written premiums will, to a lesser extent, increase the
premiums ceded under our excess of loss treaties. In Three Months
2019, our ceded excess of loss reinsurance premiums increased by
$122,000 over the comparable ceded premiums for Three Months 2018.
The increase is due to an increase in premiums subject to excess of
loss reinsurance.
Catastrophe reinsurance treaties
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 ceded under
catastrophe treaties will increase. This results in an increase in
premiums ceded under our catastrophe treaty provided that
reinsurance rates are stable or are increasing. In Three Months
2019, our premiums ceded under catastrophe treaties increased by
$1,079,000 over the comparable ceded premiums for Three Months
2018. The increase was due to an increase in our catastrophe
coverage and an increase in premiums subject to catastrophe
reinsurance, partially offset by more favorable reinsurance rates
in Three Months 2019. Our ceded catastrophe premiums are paid based
on the total direct written premiums subject to the catastrophe
reinsurance treaty.
Net premiums earned
Net
premiums earned increased $7,096,000, or 29.4 %, to $31,201,000 in
Three Months 2019 from $24,105,000 in Three Months 2018. The
increase was due to the increase in written premiums discussed
above and our retaining more earned premiums effective July 1,
2018, as a result of the reduction of the quota share percentage in
our personal lines quota share treaty.
Ceding Commission Revenue
The
following table details the quota share provisional ceding
commission rates in effect during Three Months 2019 and Three
Months 2018. This table should be referred to in conjunction with
the discussion for ceding commission revenue that
follows.
|
Three months ended
|
|
|
June 30,
|
|
|
2019
|
2018
|
|
("2017/2019 Treaty")
|
("2017/2019 Treaty")
|
|
|
|
Provisional ceding commission rate on quota share
treaty
|
|
|
Personal
lines
|
53%
|
53%
|
54
The
following table summarizes the changes in the components of ceding
commission revenue (in thousands) for the periods
indicated:
|
Three months ended June 30,
|
|||
($ in thousands)
|
2019
|
2018
|
Change
|
Percent
|
|
|
|
|
|
Provisional
ceding commissions earned
|
$1,363
|
$2,146
|
$(783)
|
(36.5)%
|
|
|
|
|
|
Contingent
ceding commissions earned
|
|
|
|
|
Contingent
ceding commissions earned excluding
|
|
|
|
|
the
effect of catastrophes
|
(688)
|
(330)
|
(358)
|
108.5%
|
Effect
of catastrophes on ceding commissions earned
|
-
|
(125)
|
125
|
n/a
|
Contingent
ceding commissions earned
|
(688)
|
(455)
|
(233)
|
51.2%
|
|
|
|
|
|
Total
ceding commission revenue
|
$675
|
$1,691
|
$(1,016)
|
(60.1)%
|
Ceding commission revenue was $675,000
in Three Months 2019 compared
to $1,691,000 in Three Months
2018. The decrease of $1,016,000, or 60.1%, was due to a decrease in provisional
ceding commissions earned as well as a decrease in contingent
ceding commissions earned. The reduction in provisional ceding
commissions occurred due to us making the decision to retain more
of our profitable business (see below for discussion of provisional
ceding commissions earned and contingent ceding commissions
earned).
Provisional Ceding Commissions
Earned
We
receive a provisional ceding commission based on ceded written
premiums. The $783,000 decrease in provisional ceding commissions
earned is primarily due to the decrease in the quota share ceding
rate effective July 1, 2018 to 10%, from the 20% rate in effect
from July 1, 2017 through June 30, 2018. Thus there were fewer
ceded premiums in Three Months 2019 available to earn ceding
commissions than there were in Three Months 2018. The decrease was
partially offset by an increase in personal lines direct written
premiums subject to the quota.
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 2017/2019 Treaty is subject to change
based on losses incurred from claims with accident dates beginning
July 1, 2017. 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, 2017.
The
2017/2019 Treaty structure limits the amount of contingent ceding
commissions that we can receive by setting a higher provisional
commission rate than the rates received in prior years. As a result
of the higher upfront provisional ceding commissions that we
receive under the 2017/2019 Treaty, there is not an opportunity to
earn additional contingent ceding commissions under this treaty.
Under our current “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. In 2018, catastrophe losses of
$1,433,000 were ceded under our personal lines quota share treaty.
These catastrophe losses resulted in the Loss Ratios for the period
July 1, 2017 through June 30, 2018 (attributable to the 2017/2019
Treaty) being higher than the contractual Loss Ratio at which
provisional ceding commissions were being earned. As a result, we
incurred a negative adjustment or reduction to the contingent
ceding commissions of $125,000 relative to what would have been
earned had the catastrophe losses not occurred. Effective July 1,
2018, the provisional ceding commission rate was a fixed rate with
no downward adjustment required related to Loss Ratio, accordingly,
in 2019, catastrophe losses of $763,000 that were ceded under our
personal lines quota share treaty did not have an effect on
contingent ceding commissions. See “Reinsurance” below
for changes to our personal lines quota share treaty effective July
1, 2019, 2018 and 2017.
55
Net Investment Income
Net investment income was $1,719,000
in Three Months 2019 compared
to $1,557,000 in Three Months
2018. The increase of $162,000,
or 10.4%, was due to an increase in average invested assets in
Three Months 2019. The average yield on invested assets was 3.64%
as of June 30, 2019 compared to 3.74% as of June 30, 2018. The
pre-tax equivalent yield on invested assets was 3.43% and 3.41% as
of June 30, 2019 and 2018, respectively.
Cash
and invested assets were $212,130,000 as of June 30, 2019, compared
to $186,310,000 as of June 30, 2018. The $25,820,000 increase in
cash and invested assets resulted primarily from increased
operating cash flows for the period after June 30,
2018.
Net Gains and Losses on Investments
Net
gains on investments were $679,000 in Three Months 2019 compared to
a net loss of $107,000 in Three Months 2018. Unrealized gains on
our equity securities and other investments in Three Months 2019
were $628,000, compared to an unrealized loss of $30,000 in Three
Months 2018. Realized gains on sales of investments was $50,000 in
Three Months 2019 compared to realized losses of $76,000 in Three
Months 2018.
Other Income
Other
income was $330,000 in Three Months 2019 compared to $300,000 in
Three Months 2018. The increase of $30,000, or 10.0%, was primarily
due to an increase in installment and other fees earned in our
insurance underwriting business.
Net Loss and LAE
Net
loss and LAE was $17,672,000 in Three Months 2019 compared to
$11,176,000 in Three Months 2018. The net loss ratio was 56.6% in
Three Months 2019 compared to 46.4% in Three Months 2018, an
increase of 10.2 percentage points.
The
following graph summarizes the changes in the components of net
loss ratio for the periods indicated, along with the comparable
components excluding commercial lines business:
(Components may not sum to totals due to
rounding)
56
During
Three Months 2019, the net loss ratio increased compared to Three
Months 2018 for several reasons. First, a continued evaluation of
reserve levels resulted in an additional $1.6 million of prior year
development in the quarter, impacting the quarterly loss ratio by
5.0 points. This compared to 1.4 points of unfavorable prior year
loss development in Three Months 2018, or an increase in the impact
of prior year development of 3.6 points. Prior year loss
development for the quarter was primarily related to additional
case reserve strengthening on older commercial lines liability
claims, impacting our assessment of ultimate loss ratios for that
line. Excluding commercial lines, the impact of prior year
development in Three Months 2019 was 1.8 points, compared to 2.5
points of prior year development in Three months 2018, or a
decrease in the impact of prior year development of 0.7 points. In
addition to the impact from prior year development, there was a 4.6
point impact from catastrophes recorded during Three Months 2019,
compared to a 0.8 point impact for Three Months 2018, or a 3.8
point increase in the impact of catastrophes. The catastrophe
impact for Three Months 2019 was unusually high for a Second
Quarter, and was mostly driven by a strong wind event on the last
day of June affecting a small area across central Long Island where
we have significant personal lines market share. This event
resulted in over 150 reported claims and estimated net ultimate
losses of $836,000. Finally, the underlying loss ratio excluding
the impact of catastrophes and prior year development was 47.1% in
Three Months 2019, compared to 44.2% in Three Months 2018, an
increase of 2.9 points. The underlying loss ratio increased
primarily due to the significantly higher commercial lines loss
ratio expectation for the current accident year resulting from
prior year reserve strengthening noted above. Excluding commercial
lines, the underlying loss ratio excluding the impact of
catastrophes and prior year development was 43.5% in Three Months
2019, compared to 46.8% in Three Months 2018, or an improvement of
3.3 points. See table below under “Additional Financial
Information” summarizing net loss ratios by line of
business.
Commission Expense
Commission expense was $7,300,000 in Three
Months 2019 or 18.7% of direct
earned premiums. Commission expense was $6,017,000 in Three Months
2018 or 18.6% of direct earned premiums. The increase of $1,283,000
is due to the increase in direct earned premiums in Three
Months 2019 as compared to
Three Months 2018.
Other Underwriting Expenses
Other
underwriting expenses were $5,416,000 in Three Months 2019 compared
to $5,076,000 in Three Months 2018. The increase of $340,000, or
6.7%, was primarily due to expenses related to growth in direct
written premiums. 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. The
6.7 percentage point increase of other underwriting expenses was
less than the 21.6% increase in total direct written
premiums.
Our
net underwriting expense ratio in Three Months 2019 was 37.5%
compared to 37.8% in Three Months 2018. The following table shows
the individual components of our net underwriting expense ratio for
the periods indicated:
|
Three months ended
|
|
|
|
June 30,
|
Percentage
|
|
|
2019
|
2018
|
Point Change
|
|
|
|
|
Other
underwriting expenses
|
|
|
|
Employment
costs
|
7.5%
|
9.7%
|
(2.2)
|
Underwriting
fees (inspections/data services)
|
4.8
|
4.8
|
-
|
Other
expenses
|
5.1
|
6.5
|
(1.4)
|
Total
other underwriting expenses
|
17.4
|
21.0
|
(3.6)
|
|
|
|
|
Ceding
commission revenue
|
|
|
|
Provisional
|
(4.4)
|
(8.9)
|
4.5
|
Contingent
|
2.2
|
1.9
|
0.3
|
Total
ceding commission revenue
|
(2.2)
|
(7.0)
|
4.8
|
|
|
|
|
Other
income
|
(1.1)
|
(1.2)
|
0.1
|
Commission
expense
|
23.4
|
25.0
|
(1.6)
|
|
|
|
|
Net
underwriting expense ratio
|
37.5%
|
37.8%
|
(0.3)
|
57
The
3.6 percentage point decrease in our other underwriting expense
ratio was driven by a decline of 2.2 percentage points from the
impact of employment costs.
The
overall 4.5 percentage point increase in provisional ceding
commissions was driven entirely by the change in our quota share
ceding rates and its impact on provisional ceding commission
revenue due to the additional retention resulting from the cut-off
to our quota share treaty on July 1, 2018. The components of our
net underwriting expense ratio related to other underwriting
expenses, other income and commissions improved in nearly all
categories, resulting in an overall 0.3 percentage point decrease
in the net underwriting expense ratio.
Other Operating Expenses
Other
operating expenses, related to the expenses of our holding company
and Cosi, were $1,097,000 for Three Months 2019 compared to
$844,000 for Three Months 2018. The increase in Three Months 2019
of 253,000, or 30.0%, was primarily due to increases in equity
compensation and salaries. The increase in salary was due to the
initial hiring of staff for Cosi and the increase in equity
compensation was due to 2019 annual restricted stock awards to
directors and executives. The increase in salaries and equity
compensation was partially offset by a decrease in accrued
executive bonus compensation. Executive bonus compensation is
accrued pursuant to the employment agreement effective January 1,
2017 with Barry B. Goldstein, our Executive Chairman and current
Chief Executive Officer. The bonus is a one-time payment computed
at the end of the three-year period ended December 31, 2019, and
the amount accrued through June 30, 2019 will only be paid if the
three-year computation meets the required terms of
profitability.
Depreciation and Amortization
Depreciation
and amortization was $628,000 in Three Months 2019 compared to
$424,000 in Three Months 2018. The increase of $204,000, or 48.1%,
in depreciation and amortization was primarily due to depreciation
of our new system platform for processing business being written in
Expansion states. The increase was also impacted by newly purchased
assets used to upgrade our systems infrastructure and improvements
to the Kingston, New York home office building from which we
operate.
Interest Expense
Interest
expense in Three Months 2019 was $456,000 and $452,000 in Three
Months 2018. We incurred interest expense in connection with
our $30.0 million issuance of long-term debt in December
2017.
Income Tax Expense
Income
tax expense in Three Months 2019 was $396,000, which resulted in an
effective tax rate of 19.5%. Income tax expense in Three Months
2018 was $800,000, which resulted in an effective tax rate of
22.5%. Income before taxes was $2,035,000 in Three Months 2019
compared to income before taxes of $3,557,000 in Three Months
2018.
Net Income
Net
income was $1,639,000 in Three Months 2019 compared to net income
of $2,757,000 in Three Months 2018. The decrease in net income of
$1,118,000, or 40.6%, was due to the circumstances described above,
which caused the increase in our net loss ratio, decrease in ceding
commission revenue, increases in other underwriting expenses,
depreciation and amortization and interest expense, partially
offset by the increase in our net premiums earned, net investment
income and gains on investments.
58
Additional Financial Information
We
operate our business as one segment, property and casualty
insurance. Within this segment, we offer an 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.
|
For the Three Months Ended
|
For the Six Months Ended
|
||
|
June 30,
|
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
Gross premiums written:
|
|
|
|
|
Personal
lines
|
$38,047,987
|
$29,652,128
|
$68,146,956
|
$54,477,580
|
Livery
physical damage
|
2,878,749
|
2,424,499
|
5,608,835
|
4,778,569
|
Other(1)
|
61,806
|
56,093
|
134,877
|
116,799
|
Total
without commercial lines
|
40,988,542
|
32,132,720
|
73,890,668
|
59,372,948
|
Commercial
lines (in run-off effective July 2019)(2)
|
3,832,848
|
4,731,445
|
8,419,236
|
9,017,836
|
Total
gross premiums written
|
$44,821,390
|
$36,864,165
|
$82,309,904
|
$68,390,784
|
|
|
|
|
|
Net premiums written:
|
|
|
|
|
Personal
lines(3)
|
$30,340,230
|
$21,219,892
|
$53,844,093
|
$38,663,803
|
Livery
physical damage
|
2,878,749
|
2,422,499
|
5,608,835
|
4,778,569
|
Other(1)
|
55,984
|
48,228
|
122,280
|
96,260
|
Total
without commercial lines
|
33,274,963
|
23,690,619
|
59,575,208
|
43,538,632
|
Commercial
lines (in run-off effective July 2019)(2)
|
3,346,540
|
4,274,058
|
7,406,901
|
8,126,429
|
Total
net premiums written
|
$36,621,503
|
$27,964,676
|
$66,982,109
|
$51,665,060
|
|
|
|
|
|
Net premiums earned:
|
|
|
|
|
Personal
lines(3)
|
$24,828,974
|
$18,231,382
|
$48,249,848
|
$35,271,638
|
Livery
physical damage
|
2,620,857
|
2,401,376
|
5,138,539
|
4,922,060
|
Other(1)
|
59,404
|
48,144
|
117,421
|
94,851
|
Total
without commercial lines
|
27,509,235
|
20,680,902
|
53,505,808
|
40,288,549
|
Commercial
lines (in run-off effective July 2019)(2)
|
3,692,044
|
3,423,712
|
7,291,360
|
6,653,682
|
Total
net premiums earned
|
$31,201,279
|
$24,104,614
|
$60,797,168
|
$46,942,231
|
|
|
|
|
|
Net loss and loss adjustment expenses(4):
|
|
|
|
|
Personal
lines
|
$11,874,563
|
$8,482,526
|
$32,277,107
|
$21,443,732
|
Livery
physical damage
|
1,203,457
|
1,101,715
|
2,420,760
|
2,265,796
|
Other(1)
|
176,061
|
318,304
|
326,565
|
376,978
|
Unallocated
loss adjustment expenses
|
651,142
|
472,876
|
1,345,792
|
1,105,647
|
Total
without commercial lines
|
13,905,223
|
10,375,421
|
36,370,224
|
25,192,153
|
Commercial
lines (in run-off effective July 2019)(2)
|
3,767,085
|
800,664
|
10,436,308
|
3,250,262
|
Total
net loss and loss adjustment expenses
|
$17,672,308
|
$11,176,085
|
$46,806,532
|
$28,442,415
|
|
|
|
|
|
Net loss ratio(4):
|
|
|
|
|
Personal
lines
|
47.8%
|
46.5%
|
66.9%
|
60.8%
|
Livery
physical damage
|
45.9%
|
45.9%
|
47.1%
|
46.0%
|
Other(1)
|
296.4%
|
661.2%
|
278.1%
|
397.4%
|
Total
without commercial lines
|
50.5%
|
50.2%
|
68.0%
|
62.5%
|
|
|
|
|
|
Commercial
lines (in run-off effective July 2019)(2)
|
102.0%
|
23.4%
|
143.1%
|
48.8%
|
Total
|
56.6%
|
46.4%
|
77.0%
|
60.6%
|
(1)
“Other”
includes, among other things, premiums and loss and loss adjustment
expenses from our participation in a mandatory state joint
underwriting association and loss and loss adjustment expenses from
commercial auto.
(2)
In July 2019, the
Company decided that it will no longer underwrite Commercial
Liability risks. See discussions above regarding the
discontinuation of this line of business.
(3)
See discussions
above with regard to “Net Written Premiums and Net Premiums
Earned”, as to changes in quota share ceding rates, effective
July 1, 2018 and 2017.
(4)
See discussions
above with regard to “Net Loss and LAE”, as to
catastrophe losses in 2019 and 2018.
59
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
|
Six months ended
|
||
|
June 30,
|
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Revenues
|
|
|
|
|
Net
premiums earned
|
$31,201,279
|
$24,104,614
|
$60,797,168
|
$46,942,231
|
Ceding
commission revenue
|
675,695
|
1,691,168
|
1,953,378
|
3,386,326
|
Net
investment income
|
1,697,492
|
1,531,163
|
3,297,424
|
2,915,152
|
Net
gains (losses) on investments
|
663,586
|
(106,234)
|
2,657,149
|
(629,361)
|
Other
income
|
336,854
|
292,566
|
651,592
|
584,788
|
Total
revenues
|
34,574,906
|
27,513,277
|
69,356,711
|
53,199,136
|
|
|
|
|
|
Expenses
|
|
|
|
|
Loss
and loss adjustment expenses
|
17,672,308
|
11,176,085
|
46,806,532
|
28,442,415
|
Commission
expense
|
7,299,173
|
6,017,189
|
14,152,589
|
11,817,137
|
Other
underwriting expenses
|
5,416,449
|
5,075,986
|
11,552,440
|
10,107,489
|
Depreciation
and amortization
|
603,690
|
424,161
|
1,182,043
|
833,592
|
Total
expenses
|
30,991,620
|
22,693,421
|
73,693,604
|
51,200,633
|
|
|
|
|
|
Income
from operations
|
3,583,286
|
4,819,856
|
(4,336,893)
|
1,998,503
|
Income
tax expense (benefit)
|
745,041
|
987,926
|
(957,930)
|
377,646
|
Net income
(loss)
|
$2,838,245
|
$3,831,930
|
$(3,378,963)
|
$1,620,857
|
|
|
|
|
|
|
|
|
|
|
Key Measures:
|
|
|
|
|
Net
loss ratio
|
56.6%
|
46.4%
|
77.0%
|
60.6%
|
Net
underwriting expense ratio
|
37.5%
|
37.8%
|
38.0%
|
38.2%
|
Net
combined ratio
|
94.1%
|
84.2%
|
115.0%
|
98.8%
|
|
|
|
|
|
Reconciliation of net
underwriting expense ratio:
|
|
|
|
|
Acquisition
costs and other
|
|
|
|
|
underwriting
expenses
|
$12,715,622
|
$11,093,175
|
$25,705,029
|
$21,924,626
|
Less:
Ceding commission revenue
|
(675,695)
|
(1,691,168)
|
(1,953,378)
|
(3,386,326)
|
Less:
Other income
|
(336,854)
|
(292,566)
|
(651,592)
|
(584,788)
|
Net
underwriting expenses
|
$11,703,073
|
$9,109,441
|
$23,100,059
|
$17,953,512
|
|
|
|
|
|
Net
premiums earned
|
$31,201,279
|
$24,104,614
|
$60,797,168
|
$46,942,231
|
|
|
|
|
|
Net
Underwriting Expense Ratio
|
37.5%
|
37.8%
|
38.0%
|
38.2%
|
60
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
|
|
|
|
|
|
Six months ended June 30, 2019
|
|
|
|
|
Written
premiums
|
$82,309,827
|
$77
|
$(15,327,796)
|
$66,982,108
|
Change
in unearned premiums
|
(6,456,216)
|
202
|
271,074
|
(6,184,940)
|
Earned
premiums
|
$75,853,611
|
$279
|
$(15,056,722)
|
$60,797,168
|
|
|
|
|
|
Loss and loss adjustment expenses exluding
|
|
|
|
|
the
effect of catastrophes
|
$46,166,574
|
$(2,081)
|
$(5,858,517)
|
$40,305,976
|
Catastrophe
loss
|
7,263,727
|
-
|
(763,171)
|
6,500,556
|
Loss
and loss adjustment expenses
|
$53,430,301
|
$(2,081)
|
$(6,621,688)
|
$46,806,532
|
|
|
|
|
|
Loss
ratio excluding the effect of catastrophes
|
60.9%
|
-745.9%
|
38.9%
|
66.3%
|
Catastrophe
loss
|
9.6%
|
0.0%
|
5.1%
|
10.7%
|
Loss
ratio
|
70.5%
|
-745.9%
|
44.0%
|
77.0%
|
|
|
|
|
|
Six months ended June 30, 2018
|
|
|
|
|
Written
premiums
|
$68,389,960
|
$824
|
$(16,725,724)
|
$51,665,060
|
Change
in unearned premiums
|
(5,495,329)
|
3,064
|
769,436
|
(4,722,829)
|
Earned
premiums
|
$62,894,631
|
$3,888
|
$(15,956,288)
|
$46,942,231
|
|
|
|
|
|
Loss
and loss adjustment expenses exluding
|
|
|
|
|
the
effect of catastrophes
|
$25,875,115
|
$22,933
|
$(3,186,030)
|
$22,712,018
|
Catastrophe
loss
|
10,561,389
|
-
|
(4,830,992)
|
5,730,397
|
Loss
and loss adjustment expenses
|
$36,436,504
|
$22,933
|
$(8,017,022)
|
$28,442,415
|
|
|
|
|
|
Loss
ratio excluding the effect of catastrophes
|
41.1%
|
589.8%
|
20.0%
|
48.4%
|
Catastrophe
loss
|
16.8%
|
0.0%
|
30.2%
|
12.2%
|
Loss
ratio
|
57.9%
|
589.8%
|
50.2%
|
60.6%
|
|
|
|
|
|
Three months ended June 30, 2019
|
|
|
|
|
Written
premiums
|
$44,821,279
|
$111
|
$(8,199,887)
|
$36,621,503
|
Change
in unearned premiums
|
(5,828,149)
|
7
|
407,918
|
(5,420,224)
|
Earned
premiums
|
$38,993,130
|
$118
|
$(7,791,969)
|
$31,201,279
|
|
|
|
|
|
Loss and loss adjustment expenses exluding
|
|
|
|
|
the
effect of catastrophes
|
$19,520,797
|
$921
|
$(3,286,770)
|
$16,234,948
|
Catastrophe
loss
|
1,636,384
|
-
|
(199,024)
|
1,437,360
|
Loss
and loss adjustment expenses
|
$21,157,181
|
$921
|
$(3,485,794)
|
$17,672,308
|
|
|
|
|
|
Loss
ratio excluding the effect of catastrophes
|
50.1%
|
780.5%
|
42.2%
|
52.0%
|
Catastrophe
loss
|
4.2%
|
0.0%
|
2.5%
|
4.6%
|
Loss
ratio
|
54.3%
|
780.5%
|
44.7%
|
56.6%
|
|
|
|
|
|
Three months ended June 30, 2018
|
|
|
|
|
Written
premiums
|
$36,863,677
|
$488
|
$(8,899,489)
|
$27,964,676
|
Change
in unearned premiums
|
(4,486,460)
|
1,163
|
625,235
|
(3,860,062)
|
Earned
premiums
|
$32,377,217
|
$1,651
|
$(8,274,254)
|
$24,104,614
|
|
|
|
|
|
Loss and loss adjustment expenses exluding
|
|
|
|
|
the
effect of catastrophes
|
$13,355,874
|
$1,518
|
$(2,364,854)
|
$10,992,538
|
Catastrophe
loss
|
223,659
|
-
|
(40,112)
|
183,547
|
Loss
and loss adjustment expenses
|
$13,579,533
|
$1,518
|
$(2,404,966)
|
$11,176,085
|
|
|
|
|
|
Loss
ratio excluding the effect of catastrophes
|
41.3%
|
91.9%
|
28.6%
|
45.6%
|
Catastrophe
loss
|
0.6%
|
0.0%
|
0.5%
|
0.8%
|
Loss
ratio
|
41.9%
|
91.9%
|
29.1%
|
46.4%
|
61
The key
measures for our insurance underwriting business for the periods
indicated are as follows:
|
Three months ended
|
Six months ended
|
||
|
June 30,
|
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Net
premiums earned
|
$31,201,279
|
$24,104,614
|
$60,797,168
|
$46,942,231
|
Ceding
commission revenue
|
675,695
|
1,691,168
|
1,953,378
|
3,386,326
|
Other
income
|
336,854
|
292,566
|
651,592
|
584,788
|
|
|
|
|
|
Loss
and loss adjustment expenses (1)
|
17,672,308
|
11,176,085
|
46,806,532
|
28,442,415
|
|
|
|
|
|
Acquistion costs and other underwriting expenses:
|
|
|
|
|
Commission
expense
|
7,299,173
|
6,017,189
|
14,152,589
|
11,817,137
|
Other
underwriting expenses
|
5,416,449
|
5,075,986
|
11,552,440
|
10,107,489
|
Total
acquistion costs and other
|
|
|
|
|
underwriting
expenses
|
12,715,622
|
11,093,175
|
25,705,029
|
21,924,626
|
|
|
|
|
|
Underwriting
income
|
$1,825,898
|
$3,819,088
|
$(9,109,423)
|
$546,304
|
|
|
|
|
|
Key
Measures:
|
|
|
|
|
Net
loss ratio excluding the effect of catastrophes
|
52.0%
|
45.6%
|
66.3%
|
48.4%
|
Effect
of catastrophe loss on net loss ratio (1)
|
4.6%
|
0.8%
|
10.7%
|
12.2%
|
Net
loss ratio
|
56.6%
|
46.4%
|
77.0%
|
60.6%
|
|
|
|
|
|
Net
underwriting expense ratio excluding the
|
|
|
|
|
effect
of catastrophes
|
37.5%
|
37.3%
|
38.0%
|
37.4%
|
Effect
of catastrophe loss on net underwriting
|
|
|
|
|
expense
ratio (2)
|
0.0%
|
0.5%
|
0.0%
|
0.8%
|
Net
underwriting expense ratio
|
37.5%
|
37.8%
|
38.0%
|
38.2%
|
|
|
|
|
|
Net
combined ratio excluding the effect
|
|
|
|
|
of
catastrophes
|
89.5%
|
82.9%
|
104.3%
|
85.8%
|
Effect
of catastrophe loss on net combined
|
|
|
|
|
ratio
(1) (2)
|
4.6%
|
1.3%
|
10.7%
|
13.0%
|
Net
combined ratio
|
94.1%
|
84.2%
|
115.0%
|
98.8%
|
|
|
|
|
|
Reconciliation of net underwriting expense ratio:
|
|
|
|
|
Acquisition
costs and other
|
|
|
|
|
underwriting
expenses
|
$12,715,622
|
$11,093,175
|
$25,705,029
|
$21,924,626
|
Less:
Ceding commission revenue (2)
|
(675,695)
|
(1,691,168)
|
(1,953,378)
|
(3,386,326)
|
Less:
Other income
|
(336,854)
|
(292,566)
|
(651,592)
|
(584,788)
|
|
$11,703,073
|
$9,109,441
|
$23,100,059
|
$17,953,512
|
|
|
|
|
|
Net
earned premium
|
$31,201,279
|
$24,104,614
|
$60,797,168
|
$46,942,231
|
|
|
|
|
|
Net
Underwriting Expense Ratio
|
37.5%
|
37.8%
|
38.0%
|
38.2%
|
(1)
For the
three months ended June 30, 2019 and 2018, includes the sum of net
catastrophe losses and loss adjustment expenses of $1,437,360 and
$183,547, respectively. For the six months ended June 30, 2019 and
2018, includes the sum of net catastrophe losses and loss
adjustment expenses of $6,500,556 and $5,730,397,
respectively.
(2)
For the
three months ended June 30, 2018, the effect of catastrophe loss on
our net underwriting expense ratio includes the effect of reduced
contingent ceding commission revenue by $124,929 and does not
include the indirect effects of a $135,674 decrease in other
underwriting expenses. For the six months ended June 30, 2018, the
effect of catastrophe loss on our net underwriting expense ratio
includes the effect of reduced contingent ceding commission revenue
by $459,068 and does not include the indirect effects of a $164,931
decrease in other underwriting expenses.
62
Investments
Portfolio Summary
Fixed-Maturity Securities
The
following table presents a breakdown of the amortized cost,
estimated fair value, and unrealized gains and losses of our
investments in fixed-maturity securities classified as
available-for-sale as of June 30, 2019 and December 31,
2018:
|
June 30, 2019
|
|||||
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
Estimated
|
% of
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Estimated
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
Fair Value
|
|
|
|
|
|
|
|
U.S.
Treasury securities and
|
|
|
|
|
|
|
obligations
of U.S. government
|
|
|
|
|
|
|
corporations
and agencies
|
$8,236,255
|
$142,388
|
$-
|
$(1,557)
|
$8,377,086
|
5.1%
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
5,675,418
|
167,952
|
-
|
(309)
|
5,843,061
|
3.6%
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
126,095,235
|
4,106,946
|
(14,450)
|
(84,187)
|
130,103,544
|
79.1%
|
|
|
|
|
|
|
|
Residential
mortgage and other
|
|
|
|
|
|
|
asset
backed securities (1)
|
20,078,720
|
317,871
|
(8,750)
|
(376,663)
|
20,011,178
|
12.2%
|
Total
fixed-maturity securities
|
$160,085,628
|
$4,735,157
|
$(23,200)
|
$(462,716)
|
$164,334,869
|
100.0%
|
(1)
In
2017, KICO placed certain residential mortgage backed securities as
eligible collateral in a designated custodian account related to
its membership in the Federal Home Loan Bank of New York
("FHLBNY"). The eligible collateral would be pledged to FHLBNY if
KICO draws an advance from the FHBLNY credit line. As of June 30,
2019, the estimated fair value of the eligible investments was
approximately $5,354,000. KICO will retain all rights regarding all
securities if pledged as collateral. As of June 30, 2019, there was
no outstanding balance on the FHLBNY credit line.
63
|
December 31, 2018
|
|||||
|
|
|
|
|
|
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
Estimated
|
% of
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Estimated
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
Fair Value
|
|
|
|
|
|
|
|
U.S.
Treasury securities and
|
|
|
|
|
|
|
obligations
of U.S. government
|
|
|
|
|
|
|
corporations
and agencies
|
$8,222,050
|
$26,331
|
$(28,000)
|
$-
|
$8,220,381
|
5.4%
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
6,339,540
|
50,903
|
(12,327)
|
(36,508)
|
6,341,608
|
4.2%
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
119,078,698
|
123,740
|
(2,775,540)
|
(676,605)
|
115,750,293
|
76.3%
|
|
|
|
|
|
|
|
Residential
mortgage and other
|
|
|
|
|
|
|
asset
backed securities (1)
|
21,790,973
|
236,502
|
(231,229)
|
(331,012)
|
21,465,234
|
14.1%
|
Total
fixed-maturity securities
|
$155,431,261
|
$437,476
|
$(3,047,096)
|
$(1,044,125)
|
$151,777,516
|
100.0%
|
(1)
In 2017, KICO placed certain residential mortgage backed securities
as eligible collateral in a designated custodian account related to
its relationship with the Federal Home Loan Bank of New York
("FHLBNY"). The eligible collateral would be pledged to FHLBNY if
KICO draws an advance from FHBLNY. As of December 31, 2018, the
estimated fair value of the eligible investments was $5,116,000.
KICO will retain all rights regarding all securities if pledged as
collateral. As of December 31, 2018, there was no outstanding
balance on the FHLBNY credit line.
Equity Securities
The
following table presents a breakdown of the cost, estimated fair
value, and gross gains and losses of investments in equity
securities as of June 30, 2019 and December 31,
2018:
|
June 30, 2019
|
||||
|
|
|
|
Estimated
|
% of
|
|
|
Gross
|
Gross
|
Fair
|
Estimated
|
Category
|
Cost
|
Gains
|
Losses
|
Value
|
Fair Value
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
Preferred
stocks
|
$9,445,572
|
$175,517
|
$(58,389)
|
$9,562,700
|
42.1%
|
Common
stocks and exchange
|
|
|
|
|
|
traded
mutual funds
|
12,809,216
|
1,045,871
|
(678,837)
|
13,176,250
|
57.9%
|
Total
|
$22,254,788
|
$1,221,388
|
$(737,226)
|
$22,738,950
|
100.0%
|
64
|
December 31, 2018
|
||||
|
|
|
|
Estimated
|
% of
|
|
|
Gross
|
Gross
|
Fair
|
Estimated
|
Category
|
Cost
|
Gains
|
Losses
|
Value
|
Fair Value
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
Preferred
stocks
|
$6,694,754
|
$-
|
$(541,798)
|
$6,152,956
|
37.1%
|
Common
stocks and exchange
|
|
|
|
|
|
traded
mutual funds
|
11,611,232
|
99,817
|
(1,291,389)
|
10,419,660
|
62.9%
|
Total
|
$18,305,986
|
$99,817
|
$(1,833,187)
|
$16,572,616
|
100.0%
|
Other Investments
Pursuant to ASC 820 “Fair Value
Measurement,” an entity is permitted, as a practical
expedient, to estimate the fair value of an investment within the
scope of ASC 820 using the net asset value (“NAV”) per
share (or its equivalent) of the investment. The following
table presents a breakdown of the cost, estimated fair value, and
gross unrealized gains and losses of our other investments as of
June 30, 2019 and December 31, 2018:
|
June 30, 2019
|
December 31, 2018
|
||||
|
|
Gross
|
Estimated
|
|
Gross
|
Estimated
|
Category
|
Cost
|
Gains
|
Fair Value
|
Cost
|
Losses
|
Fair Value
|
|
|
|
|
|
|
|
Other Investments:
|
|
|
|
|
|
|
Hedge
fund
|
$1,999,381
|
$336,493
|
$2,335,874
|
$1,999,381
|
$(144,156)
|
$1,855,225
|
Total
|
$1,999,381
|
$336,493
|
$2,335,874
|
$1,999,381
|
$(144,156)
|
$1,855,225
|
65
Held-to-Maturity Securities
The
following table presents a breakdown of the amortized cost,
estimated fair value, and unrealized gains and losses of
investments in held-to-maturity securities as of June 30, 2019 and
December 31, 2018:
|
June 30, 2019
|
|||||
|
|
|
|
|
|
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
Estimated
|
% of
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Estimated
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
Fair Value
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$729,528
|
$150,495
|
$-
|
$-
|
$880,023
|
21.4%
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
998,715
|
51,025
|
-
|
-
|
1,049,740
|
25.5%
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
2,096,377
|
90,357
|
-
|
(2,425)
|
2,184,309
|
53.1%
|
|
|
|
|
|
|
|
Total
|
$3,824,620
|
$291,877
|
$-
|
$(2,425)
|
$4,114,072
|
100.0%
|
|
December 31, 2018
|
|||||
|
|
|
|
|
|
|
|
Cost or
|
Gross
|
Gross Unrealized Losses
|
Estimated
|
% of
|
|
|
Amortized
|
Unrealized
|
Less than 12
|
More than 12
|
Fair
|
Estimated
|
Category
|
Cost
|
Gains
|
Months
|
Months
|
Value
|
Fair Value
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$729,507
|
$147,532
|
$(3,964)
|
$-
|
$873,075
|
19.7%
|
|
|
|
|
|
|
|
Political
subdivisions of States,
|
|
|
|
|
|
|
Territories
and Possessions
|
998,803
|
33,862
|
-
|
-
|
1,032,665
|
23.3%
|
|
|
|
|
|
|
|
Corporate
and other bonds
|
|
|
|
|
|
|
Industrial
and miscellaneous
|
2,494,545
|
38,461
|
(1,425)
|
(10,905)
|
2,520,676
|
57.0%
|
|
|
|
|
|
|
|
Total
|
$4,222,855
|
$219,855
|
$(5,389)
|
$(10,905)
|
$4,426,416
|
100.0%
|
66
Held-to-maturity U.S. Treasury securities are held in trust
pursuant to various states’ minimum fund
requirements.
A summary of the amortized cost and fair value of our investments
in held-to-maturity securities by contractual maturity as of
June 30, 2019 and December 31, 2018 is shown below:
|
June 30, 2019
|
December 31, 2018
|
||
|
Amortized
|
Estimated
|
Amortized
|
Estimated
|
Remaining Time to
Maturity
|
Cost
|
Fair Value
|
Cost
|
Fair Value
|
|
|
|
|
|
Less
than one year
|
$-
|
$-
|
$-
|
$-
|
One
to five years
|
2,598,323
|
2,705,549
|
2,996,685
|
3,036,531
|
Five
to ten years
|
619,780
|
654,484
|
619,663
|
635,846
|
More
than 10 years
|
606,517
|
754,039
|
606,507
|
754,039
|
Total
|
$3,824,620
|
$4,114,072
|
$4,222,855
|
$4,426,416
|
Credit Rating of Fixed-Maturity
Securities
The
table below summarizes the credit quality of our available-for-sale
fixed-maturity securities as of June 30, 2019 and December 31,
2018 as rated by Standard & Poor’s (or, if unavailable
from Standard & Poor’s, then Moody’s or
Fitch):
|
June 30, 2019
|
December 31, 2018
|
||
|
Estimated
|
Percentage of
|
Estimated
|
Percentage of
|
|
Fair Market
|
Fair Market
|
Fair Market
|
Fair Market
|
|
Value
|
Value
|
Value
|
Value
|
|
|
|
|
|
Rating
|
|
|
|
|
U.S. Treasury securities
|
$8,377,087
|
5.1%
|
$8,220,381
|
5.4%
|
|
|
|
|
|
Corporate and municipal bonds
|
|
|
|
|
AAA
|
979,910
|
0.6%
|
979,123
|
0.6%
|
AA
|
7,912,126
|
4.8%
|
8,350,910
|
5.5%
|
A
|
36,974,182
|
22.5%
|
27,665,961
|
18.2%
|
BBB
|
90,080,386
|
54.8%
|
85,095,907
|
56.1%
|
Total
corporate and municipal bonds
|
135,946,604
|
82.7%
|
122,091,901
|
80.4%
|
|
|
|
|
|
Residential mortgage backed securities
|
|
|
|
|
AAA
|
1,000,116
|
0.6%
|
999,640
|
0.7%
|
AA
|
12,173,460
|
7.4%
|
12,743,906
|
8.5%
|
A
|
4,044,159
|
2.5%
|
4,777,356
|
3.1%
|
CCC
|
1,325,387
|
0.8%
|
1,440,825
|
0.9%
|
CC
|
96,433
|
0.1%
|
109,648
|
0.1%
|
C
|
22,077
|
0.0%
|
24,050
|
0.0%
|
D
|
358,341
|
0.2%
|
390,542
|
0.3%
|
Non
rated
|
991,205
|
0.6%
|
979,267
|
0.6%
|
Total
residential mortgage backed securities
|
20,011,178
|
12.2%
|
21,465,234
|
14.2%
|
|
|
|
|
|
Total
|
$164,334,869
|
100.0%
|
$151,777,516
|
100.0%
|
67
The
table below summarizes the average yield by type of fixed-maturity
security as of June 30, 2019 and December 31,
2018:
Category
|
June 30,
2019
|
December 31,
2018
|
U.S.
Treasury securities and
|
|
|
obligations
of U.S. government
|
|
|
corporations
and agencies
|
2.01%
|
2.20%
|
|
|
|
Political
subdivisions of States,
|
|
|
Territories
and Possessions
|
3.49%
|
3.62%
|
|
|
|
Corporate
and other bonds
|
|
|
Industrial
and miscellaneous
|
3.81%
|
4.11%
|
|
|
|
Residential
mortgage and other asset backed securities
|
1.59%
|
1.94%
|
|
|
|
Total
|
3.47%
|
3.68%
|
The
table below lists the weighted average maturity and effective
duration in years on our fixed-maturity securities as of June 30,
2019 and December 31, 2018:
|
June 30,
2019
|
December 31,
2018
|
Weighted
average effective maturity
|
4.9
|
5.6
|
|
|
|
Weighted
average final maturity
|
6.5
|
6.9
|
|
|
|
Effective
duration
|
4.2
|
4.6
|
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 June 30, 2019 and December 31,
2018, 84% and 81%, respectively, of the investment portfolio
recorded at fair value was priced based upon quoted market
prices.
68
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 June 30, 2019 and December 31,
2018:
|
June 30, 2019
|
|||||||
|
Less than 12 months
|
12 months or more
|
Total
|
|||||
|
Estimated
|
|
No. of
|
Estimated
|
|
No. of
|
Estimated
|
|
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Category
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
|
|
|
|
|
|
|
|
|
Fixed-Maturity Securities:
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
|
|
|
|
|
|
|
|
and
obligations of U.S.
|
|
|
|
|
|
|
|
|
government
corporations
|
|
|
|
|
|
|
|
|
and
agencies
|
$-
|
$-
|
-
|
$1,992,340
|
$(1,557)
|
1
|
$1,992,340
|
$(1,557)
|
|
|
|
|
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
|
|
|
|
States,
Territories and
|
|
|
|
|
|
|
|
|
Possessions
|
-
|
-
|
-
|
302,880
|
(309)
|
1
|
302,880
|
(309)
|
|
|
|
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
|
|
|
|
miscellaneous
|
1,959,040
|
(14,450)
|
4
|
11,608,094
|
(84,187)
|
18
|
13,567,134
|
(98,637)
|
|
|
|
|
|
|
|
|
|
Residential
mortgage and other
|
|
|
|
|
|
|
|
|
asset
backed securities
|
591,845
|
(8,750)
|
1
|
15,983,171
|
(376,663)
|
24
|
16,575,016
|
(385,413)
|
|
|
|
|
|
|
|
|
|
Total
fixed-maturity
|
|
|
|
|
|
|
|
|
securities
|
$2,550,885
|
$(23,200)
|
5
|
$29,886,485
|
$(462,716)
|
44
|
$32,437,370
|
$(485,916)
|
|
December 31, 2018
|
|||||||
|
Less than 12 months
|
12 months or more
|
Total
|
|||||
|
Estimated
|
|
No. of
|
Estimated
|
|
No. of
|
Aggregate
|
|
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Positions
|
Fair
|
Unrealized
|
Category
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
Held
|
Value
|
Losses
|
|
|
|
|
|
|
|
|
|
Fixed-Maturity Securities:
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
|
|
|
|
|
|
|
|
and
obligations of U.S.
|
|
|
|
|
|
|
|
|
government
corporations
|
|
|
|
|
|
|
|
|
and
agencies
|
$4,948,530
|
$(28,000)
|
3
|
$-
|
$-
|
-
|
$4,948,530
|
$(28,000)
|
|
|
|
|
|
|
|
|
|
Political
subdivisions of
|
|
|
|
|
|
|
|
|
States,
Territories and
|
|
|
|
|
|
|
|
|
Possessions
|
555,375
|
(12,327)
|
1
|
1,436,242
|
(36,508)
|
3
|
1,991,617
|
(48,835)
|
|
|
|
|
|
|
|
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
bonds
industrial and
|
|
|
|
|
|
|
|
|
miscellaneous
|
81,004,459
|
(2,775,540)
|
97
|
13,424,888
|
(676,605)
|
24
|
94,429,347
|
(3,452,145)
|
|
|
|
|
|
|
|
|
|
Residential
mortgage and other
|
|
|
|
|
|
|
|
|
asset
backed securities
|
7,002,713
|
(231,229)
|
9
|
11,928,425
|
(331,012)
|
19
|
18,931,138
|
(562,241)
|
|
|
|
|
|
|
|
|
|
Total
fixed-maturity
|
|
|
|
|
|
|
|
|
securities
|
$93,511,077
|
$(3,047,096)
|
110
|
$26,789,555
|
$(1,044,125)
|
46
|
$120,300,632
|
$(4,091,221)
|
69
There
were 49 securities at June 30, 2019 that accounted for the gross
unrealized loss of our fixed-maturity securities
available-for-sale, none of which were deemed by us to be other
than temporarily impaired. There were 156 securities at December
31, 2018 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.
For the
six months ended June 30, 2019, the primary source of cash flow for
our holding company was the dividends received from KICO, subject
to statutory restrictions. For the six months ended June 30, 2019,
KICO paid dividends of $4,000,000 to us.
KICO is
a member of the Federal Home Loan Bank of New York, which provides
additional access to liquidity. Members have access to a variety of
flexible, low cost funding through FHLBNY’s credit products,
enabling members to customize advances. Advances are to be fully
collateralized; eligible collateral to pledge to FHLBNY includes
residential and commercial mortgage backed securities, along with
U.S. Treasury and agency securities. See Note 3 to our consolidated
financial statements –Investments, for eligible collateral
held in a designated custodian account available for future
advances. Advances are limited to 5% of KICO’s net admitted
assets as of March 31, 2019 and are due and payable within one year
of borrowing. The maximum allowable advance as of June 30, 2019,
based on the net admitted assets as of March 31, 2019, was
approximately $11,060,000. Advances are limited to 90% of the
amount of available collateral, which was approximately $4,819,000
as of June 30, 2019. There were no borrowings under this facility
during the six months ended June 30, 2019.
As
of June 30, 2019, invested assets and cash in our holding company
totaled approximately $1,771,000. 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.
70
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:
Six Months Ended June 30,
|
2019
|
2018
|
|
|
|
Cash
flows provided by (used in):
|
|
|
Operating
activities
|
$10,800,684
|
$5,953,098
|
Investing
activities
|
(10,790,645)
|
(31,955,368)
|
Financing
activities
|
(2,252,637)
|
(2,991,392)
|
Net decrease in cash and cash equivalents
|
(2,242,598)
|
(28,993,662)
|
Cash
and cash equivalents, beginning of period
|
21,138,403
|
48,381,633
|
Cash and cash equivalents, end of period
|
$18,895,805
|
$19,387,971
|
Net
cash provided by operating activities was $10,801,000 in 2019 as
compared to $5,953,000 provided in 2018. The $4,848,000 increase in
cash flows provided by operating activities in 2019 was primarily a
result of an increase in cash arising from net fluctuations in
assets and liabilities, partially offset by a decrease in net
income (adjusted for non-cash items) of $9,573,000. The net
fluctuations in assets and liabilities are related to operating
activities of KICO as affected by the growth in its operations
which are described above.
Net
cash used in investing activities was $10,791,000 in 2019 compared
to $31,955,000 used in 2018. The $21,164,000 decrease in net cash
used in investing activities was the result of a $34,198,000
decrease in acquisitions of invested assets, partially offset by a
$12,028,000 decrease in sales or maturities of invested assets and
a $718,000 increase in fixed asset acquisitions in
2019.
Net
cash used in financing activities was $2,253,000 in 2019 compared
to $2,991,000 used in 2018. The $738,000 decrease in net cash used
in financing activities was primarily attributable to the purchase
of $540,000 in treasury stock in 2018 and none in
2019.
Reinsurance
Our
quota share reinsurance treaties are on a July 1 through June 30
fiscal year basis; therefore, for year to date fiscal periods after
June 30, two separate treaties will be included in such
periods.
Our
quota share reinsurance treaties in effect for the six months ended
June 30, 2019 and 2018 for our personal lines business, which
primarily consists of homeowners’ policies, were covered
under a treaty covering a two-year period from July 1, 2017 through
June 30, 2019 (“2017-2019 Treaty”). The treaty in
effect for the six months ended June 30, 2019 is covered under the
July 1, 2018 through June 30, 2019 treaty year (“2018/2019
Treaty Year”) and the treaty in effect for the six months
ended June 30, 2018 was covered under the July 1, 2017 through June
30, 2018 treaty year (“2017/2018 Treaty
Year”).
In
August 2018, we terminated our contract with one of the reinsurers
that was a party to the 2017/2019 Treaty. This termination was
retroactive to July 1, 2018 and had the effect of reducing the
quota share ceding rate to 10% under the 2018/2019 Treaty Year from
20% under the 2017/2018 Treaty Year.
71
Effective
July 1, 2019, our 2017/2019 Treaty and commercial umbrella treaty
expired on a run-off basis; these treaties were not renewed. We
entered into new excess of loss and catastrophe reinsurance
treaties effective July 1, 2019. Material terms for our reinsurance
treaties in effect for the treaty years shown below are as
follows:
|
Treaty Year
|
||||
|
July 1, 2019
|
|
July 1, 2018
|
|
July 1, 2017
|
|
to
|
|
to
|
|
to
|
Line of Busines
|
June 30, 2020
|
|
June 30, 2019
|
|
June 30, 2018
|
|
|
|
|
|
|
Personal Lines:
|
|
|
|
|
|
Homeowners, dwelling fire and canine legal liability
|
|
|
|
|
|
Quota share treaty:
|
|
|
|
|
|
Percent ceded
|
None
|
|
10%
|
|
20%
|
Risk retained
|
$ 1,000,000
|
|
$ 900,000
|
|
$ 800,000
|
Losses per occurrence subject to quota share reinsurance
coverage
|
None
|
|
$ 1,000,000
|
|
$ 1,000,000
|
Excess of loss coverage and facultative facility above quota
share coverage (1)
|
$ 10,000,000
|
|
$ 9,000,000
|
|
$ 9,000,000
|
|
|
|
in excess of
|
|
in excess of
|
|
|
|
$ 1,000,000
|
|
$ 1,000,000
|
Total reinsurance coverage per occurrence
|
$ 9,000,000
|
|
$ 9,100,000
|
|
$ 9,200,000
|
Losses per occurrence subject to reinsurance
coverage
|
$ 10,000,000
|
|
$ 10,000,000
|
|
$ 10,000,000
|
Expiration date
|
June 30, 2020
|
|
June 30, 2019
|
|
June 30, 2019
|
|
|
|
|
|
|
Personal Umbrella
|
|
|
|
|
|
Quota share treaty:
|
|
|
|
|
|
Percent ceded - first $1,000,000 of coverage
|
90%
|
|
90%
|
|
90%
|
Percent ceded - excess of $1,000,000 dollars of
coverage
|
100%
|
|
100%
|
|
100%
|
Risk retained
|
$ 100,000
|
|
$ 100,000
|
|
$ 100,000
|
Total reinsurance coverage per occurrence
|
$ 4,900,000
|
|
$ 4,900,000
|
|
$ 4,900,000
|
Losses per occurrence subject to quota share reinsurance
coverage
|
$ 5,000,000
|
|
$ 5,000,000
|
|
$ 5,000,000
|
Expiration date
|
June 30, 2020
|
|
June 30, 2019
|
|
June 30, 2018
|
|
|
|
|
|
|
Commercial Lines:
|
|
|
|
|
|
General liability commercial policies
|
|
|
|
|
|
Quota share treaty
|
None
|
|
None
|
|
None
|
Risk retained
|
$ 750,000
|
|
$ 750,000
|
|
$ 750,000
|
Excess of loss coverage above risk retained
|
$ 3,750,000
|
|
$ 3,750,000
|
|
$ 3,750,000
|
|
in excess of
|
|
in excess of
|
|
in excess of
|
|
$ 750,000
|
|
$ 750,000
|
|
$ 750,000
|
Total reinsurance coverage per occurrence
|
$ 3,750,000
|
|
$ 3,750,000
|
|
$ 3,750,000
|
Losses per occurrence subject to reinsurance
coverage
|
$ 4,500,000
|
|
$ 4,500,000
|
|
$ 4,500,000
|
|
|
|
|
|
|
Commercial Umbrella
|
|
|
|
|
|
Quota share treaty:
|
None
|
|
|
|
|
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
|
|
$ 4,900,000
|
Losses per occurrence subject to quota share reinsurance
coverage
|
|
|
$ 5,000,000
|
|
$ 5,000,000
|
Expiration date
|
|
|
June 30, 2019
|
|
June 30, 2018
|
|
|
|
|
|
|
Catastrophe Reinsurance:
|
|
|
|
|
|
Initial loss subject to personal lines quota share
treaty
|
None
|
|
$ 5,000,000
|
|
$ 5,000,000
|
Risk retained per catastrophe occurrence (2)
|
$ 7,500,000
|
|
$ 4,500,000
|
|
$ 4,000,000
|
Catastrophe loss coverage in excess of quota share coverage
(3)
|
$ 602,500,000
|
|
$ 445,000,000
|
|
$ 315,000,000
|
Reinstatement premium protection (4)(5)(6)
|
Yes
|
|
Yes
|
|
Yes
|
(1)
For
personal lines, includes the addition of an automatic facultative
facility allowing KICO to obtain homeowners single risk coverage up
to $10,000,000 in total insured value, which covers direct losses
from $3,500,000 to $10,000,000.
(2)
Plus
losses in excess of catastrophe coverage.
(3)
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts. Duration of 168
consecutive hours for a catastrophe occurrence from windstorm,
hail, tornado, hurricane, and cyclone.
(4)
Effective
July 1, 2017, reinstatement premium protection for $145,000,000 of
catastrophe coverage in excess of $5,000,000..
Effective July 1,
2018, reinstatement premium protection for $210,000,000 of
catastrophe coverage in excess of $5,000,000.
Effective
July 1, 2019, reinstatement premium protection for $292,500,000 of
catastrophe coverage in excess of $7,500,000.
72
The
single maximum risks per occurrence to which the Company is subject
under the treaties effective July 1, 2018 are as
follows:
|
|
July 1, 2018 - June 30, 2019
|
|
July 1, 2017 - June 30, 2018
|
||||
Treaty
|
|
Range of Loss
|
|
Risk Retained
|
|
Range of Loss
|
|
Risk Retained
|
Personal Lines (1)
|
|
Initial $1,000,000
|
|
$900,000
|
|
Initial $1,000,000
|
|
$800,000
|
|
|
$1,000,000 - $10,000,000
|
|
None(2)
|
|
$1,000,000 - $10,000,000
|
|
None(2)
|
|
|
Over $10,000,000
|
|
100%
|
|
Over $10,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Personal Umbrella
|
|
Initial $1,000,000
|
|
$100,000
|
|
Initial $1,000,000
|
|
$100,000
|
|
|
$1,000,000 - $5,000,000
|
|
None
|
|
$1,000,000 - $5,000,000
|
|
None
|
|
|
Over $5,000,000
|
|
100%
|
|
Over $5,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Commercial Lines
|
|
Initial $750,000
|
|
$750,000
|
|
Initial $750,000
|
|
$750,000
|
|
|
$750,000 - $4,500,000
|
|
None(3)
|
|
$750,000 - $4,500,000
|
|
None(3)
|
|
|
Over $4,500,000
|
|
100%
|
|
Over $4,500,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Commercial Umbrella
|
|
Initial $1,000,000
|
|
$100,000
|
|
Initial $1,000,000
|
|
$100,000
|
|
|
$1,000,000 - $5,000,000
|
|
None
|
|
$1,000,000 - $5,000,000
|
|
None
|
|
|
Over $5,000,000
|
|
100%
|
|
Over $5,000,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Catastrophe (4)
|
|
Initial $5,000,000
|
|
$4,500,000
|
|
Initial $5,000,000
|
|
$4,000,000
|
|
|
$5,000,000 - $450,000,000
|
|
None
|
|
$5,000,000 - $320,000,000
|
|
None
|
|
|
Over $450,000,000
|
|
100%
|
|
Over $320,000,000
|
|
100%
|
(1)
Treaty
for July 1, 2017 – June 30, 2018 and July 1, 2018 –
June 30, 2019 is a two-year treaty with expiration date of June 30,
2019.
(2)
Covered
by excess of loss treaties up to $3,500,000 and by facultative
facility from $3,500,000 to $10,000,000.
(3)
Covered by excess
of loss treaties.
(4)
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts.
73
The
single maximum risks per occurrence to which the Company is subject
under the treaty years shown below are as follows:
|
|
July 1, 2019 - June 30, 2020
|
||
Treaty
|
|
Extent of Loss
|
|
Risk Retained
|
Personal Lines (1)
|
Initial $1,000,000
|
|
$1,000,000
|
|
|
|
$1,000,000 - $10,000,000
|
None(2)
|
|
|
|
Over $10,000,000
|
|
100%
|
|
|
|
|
|
Personal Umbrella
|
Initial $1,000,000
|
|
$100,000
|
|
|
|
$1,000,000 - $5,000,000
|
None
|
|
|
|
Over $5,000,000
|
|
100%
|
|
|
|
|
|
Commercial Lines
|
Initial $750,000
|
|
$750,000
|
|
|
|
$750,000 - $3,750,000
|
|
None(3)
|
|
|
Over $4,500,000
|
|
100%
|
|
|
|
|
|
Catastrophe (4)
|
|
Initial $7,500,000
|
|
$7,500,000
|
|
|
$7,500,000 - $610,000,000
|
None
|
|
|
|
Over $610,000,000
|
|
100%
|
(1)
Personal
lines quota share treaty was eliminated effective July 1, 2019. The
2017/2019 Treaty expired on a run-off basis.
(2)
Covered
by excess of loss treaties up to $3,500,000 and by facultative
facility from $3,500,000 to $10,000,000.
(3)
Covered by excess
of loss treaties.
(4)
Catastrophe
coverage is limited on an annual basis to two times the per
occurrence amounts.
Off-Balance Sheet Arrangements
We have
no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital
resources that is material to investors.
Item 3. Quantitative and
Qualitative Disclosures About Market Risk.
This
item is not applicable to smaller reporting companies.
74
Item 4. Controls and
Procedures.
Evaluation of Disclosure Controls and Procedures
We
maintain a system of disclosure controls and procedures as defined
in Rule 13a-15(e) under the Exchange Act that are designed to
assure that information required to be disclosed in the reports we
file or submit under the Exchange Act 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. Based on
this evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that, as of the end of such period, our
disclosure controls and procedures are: (i) effective in recording,
processing, summarizing, and reporting information on a timely
basis that we are required to disclose in the reports that we file
or submit under the Exchange Act, and (ii) effective in ensuring
that information that we are required to disclose in the reports
that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure.
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 June
30, 2019.
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.
75
PART II. OTHER
INFORMATION
Item 1. Legal
Proceedings.
On June
12, 2019, Phillip Woolgar filed a suit naming the Company and
certain present or former officers and directors as defendants in a
putative class action captioned Woolgar v. Kingstone Companies et al.,
19 cv 05500 (S.D.N.Y.), asserting claims under Section 10(b) of the
Exchange Act and SEC Rule 10b-5 promulgated thereunder and Section
20(a) of the Exchange Act. Plaintiff seeks to represent a
class of persons or entities that purchased Kingstone securities
between March 14, 2018, and April 29, 2019, and alleges violations
of the federal securities law in connection with the
Company’s April 29, 2019 announcement regarding losses
related to winter catastrophe events. The lawsuit alleges
that the Company failed to disclose that it did not adequately
follow industry best practices related to claims handling and thus
did not record sufficient claim reserves, and that as a result,
Defendants’ positive statements about the Company’s
business, operations and prospects misled investors.
Plaintiff seeks, among other things, an undetermined amount of
money damages. We believe the lawsuit to be without
merit.
Item 1A. Risk
Factors.
There
have been no material changes from the risk factors previously
disclosed in Part I Item 1A of our Annual Report on Form 10-K for
the year ended December 31, 2018.
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 June 30,
2019.
Item 3. Defaults Upon
Senior Securities.
None.
Item 4. Mine Safety
Disclosures.
Not
applicable.
Item 5. Other
Information.
None.
76
Item 6. Exhibits.
|
Restated
Certificate of Incorporation, as amended (incorporated by reference
to Exhibit 3(a) to the Company’s Quarterly Report on Form
10-Q for the period ended March 31, 2014 filed on May 15,
2014).
|
|
|
|
|
|
By-laws,
as amended (incorporated by reference to Exhibit 3.1 to the
Company’s current Report on Form 8-K filed on November 9,
2009).
|
|
|
|
|
|
Agreement
and General Release, dated as of July 19, 2019, by and among
Kingstone Companies, Inc., Kingstone Insurance Company and Dale A.
Thatcher (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on July 19,
2019).
|
|
|
|
|
|
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.
|
+
This exhibit will
not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liability of that section. Such exhibit shall not be deemed
incorporated into any filing under the Securities Act of 1933, as
amended, or the Securities Act of 1934, as amended.
77
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: August 9, 2019 |
By:
|
/s/ Barry B.
Goldstein
|
|
|
|
Barry B. Goldstein |
|
|
|
Chief Executive Officer |
|
|
|
|
|
Dated: August 9,
2019
|
By:
|
/s/ Victor Brodsky |
|
|
|
Victor Brodsky |
|
|
|
Chief Financial Officer |
|
78