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KINGSTONE COMPANIES, INC. - Quarter Report: 2019 March (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 March 31, 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
(State or other jurisdiction of incorporation or organization)
 
36-2476480
(I.R.S. EmployerIdentification Number)
 
15 Joys Lane
Kingston, NY 12401
(Address of principal executive offices)
(845) 802-7900
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
 
Indicate by check mark whether the registrant has submitted electronically 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 ☑
 
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
 
As of May 9, 2019, there were 10,769,372 shares of the registrant’s common stock outstanding.
 

 
 
 
KINGSTONE COMPANIES, INC.
INDEX
 
 
 
 
PAGE
 
 
 
 
PART I — FINANCIAL INFORMATION
 
4
 
4
 
4
 
5
 
6
 
8
 
9
 
39
 
67
 
67
 
 
 
 
PART II — OTHER INFORMATION
 
68
 
68
 
68
 
68
 
68
 
68
 
68
 
69
 
70
 
EXHIBIT 3(a)
EXHIBIT 3(b)
EXHIBIT 10(a)
EXHIBIT 10(b)
EXHIBIT 31(a)
EXHIBIT 31(b)
EXHIBIT 32
EXHIBIT 101.INS XBRL Instance Document
EXHIBIT 101.SCH XBRL Taxonomy Extension Schema
EXHIBIT 101.CAL XBRL Taxonomy Extension Calculation Linkbase
EXHIBIT 101.DEF XBRL Taxonomy Extension Definition Linkbase
EXHIBIT 101.LAB XBRL Taxonomy Extension Label Linkbase  
EXHIBIT 101.PRE XBRL Taxonomy Extension Presentation Linkbase
  
 
2
 
  
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.
 
 
 
 
3
 
 
PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Balance Sheets

 
 
 
March 31,
 
 
December 31,
 
 
 
2019
 
 
2018
 
 
 
(unaudited)
 
 
 
 
Assets
 
 
 
 
 
 
Fixed-maturity securities, held-to-maturity, at amortized cost (fair value of $4,076,611 at March 31, 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 $159,919,750 at March 31, 2019 and $155,431,261 at December 31, 2018)
  160,477,152 
  151,777,516 
Equity securities, at fair value (cost of $19,646,481 at March 31, 2019 and $18,305,986 at December 31, 2018)
  19,663,987 
  16,572,616 
Other investments
  2,147,945 
  1,855,225 
Total investments
  186,113,704 
  174,428,212 
Cash and cash equivalents
  15,764,480 
  21,138,403 
Premiums receivable, net
  14,211,748 
  13,961,599 
Reinsurance receivables, net
  26,157,637 
  26,367,115 
Deferred policy acquisition costs
  18,154,281 
  17,907,737 
Intangible assets, net
  585,000 
  670,000 
Property and equipment, net
  6,875,934 
  6,056,929 
Deferred income taxes, net
  - 
  354,233 
Other assets
  9,525,151 
  5,867,850 
Total assets
 $277,387,935 
 $266,752,078 
 
    
    
Liabilities
    
    
Loss and loss adjustment expense reserves
 $69,110,271 
 $56,197,106 
Unearned premiums
  79,660,003 
  79,032,131 
Advance premiums
  3,064,413 
  2,107,629 
Reinsurance balances payable
  1,201,931 
  1,933,376 
Deferred ceding commission revenue
  2,745,387 
  2,686,677 
Accounts payable, accrued expenses and other liabilities
  7,450,822 
  6,819,231 
Income taxes payable
  - 
  15,035 
Deferred income taxes, net
  1,040,641 
  - 
Long-term debt, net
  29,339,296 
  29,295,251 
Total liabilities
  193,612,764 
  178,086,436 
 
    
    
Commitments and Contingencies
    
    
 
    
    
Stockholders' Equity
    
    
Preferred stock, $.01 par value; authorized 2,500,000 shares
  - 
  - 
Common stock, $.01 par value; authorized 20,000,000 shares; issued 11,796,188 shares at March 31, 2019 and 11,775,148 at December 31, 2018; outstanding 10,768,749 shares at March 31, 2019 and 10,747,709 shares at December 31, 2018
  117,962 
  117,751 
Capital in excess of par
  67,957,604 
  67,763,940 
Accumulated other comprehensive income (loss)
  442,493 
  (2,884,313)
Retained earnings
  17,969,664 
  26,380,816 
 
  86,487,723 
  91,378,194 
Treasury stock, at cost, 1,027,439 shares at March 31, 2019 and at December 31, 2018
  (2,712,552)
  (2,712,552)
Total stockholders' equity
  83,775,171 
  88,665,642 
 
    
    
Total liabilities and stockholders' equity
 $277,387,935 
 $266,752,078 
 
See accompanying notes to condensed consolidated financial statements.
 
 
4
 
 
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

 
Three months ended March 31,
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
Net premiums earned
 $29,595,889 
 $22,837,617 
Ceding commission revenue
  1,277,683 
  1,695,158 
Net investment income
  1,623,712 
  1,383,989 
Net gains (losses) on investments
  2,035,363 
  (523,127)
Other income
  365,901 
  308,233 
Total revenues
  34,898,548 
  25,701,870 
 
    
    
Expenses
    
    
Loss and loss adjustment expenses
  29,134,224 
  17,266,330 
Commission expense
  6,853,416 
  5,799,948 
Other underwriting expenses
  6,135,991 
  5,031,503 
Other operating expenses
  971,172 
  246,858 
Depreciation and amortization
  602,332 
  409,431 
Interest expense
  456,545 
  456,545 
Total expenses
  44,153,680
  29,210,615 
 
    
    
Loss from operations before income taxes
  (9,255,132)
  (3,508,745)
Income tax benefit
  (1,919,942)
  (790,811)
Net loss
  (7,335,190)
  (2,717,934)
 
    
    
Other comprehensive (loss) income, net of tax
    
    
Gross change in unrealized gains (losses) on available-for-sale-securities
  4,188,716 
  (2,873,479)
Reclassification adjustment for losses included in net income
  22,431 
  243,773 
Net change in unrealized gains (losses)
  4,211,147 
  (2,629,706)
Income tax (expense) benefit related to items of other comprehensive (loss) income
  (884,341)
  552,238 
Other comprehensive income (loss), net of tax
  3,326,806 
  (2,077,468)
 
    
    
Comprehensive loss
 $(4,008,384)
 $(4,795,402)
 
    
    
Loss per common share:
    
    
Basic
 $(0.68)
 $(0.25)
Diluted
 $(0.68)
 $(0.25)
 
    
    
Weighted average common shares outstanding
    
    
Basic
  10,757,843 
  10,669,992 
Diluted
  10,757,843 
  10,669,992 
 
    
    
Dividends declared and paid per common share
 $0.1000 
 $0.1000 
  
See accompanying notes to condensed consolidated financial statements.
 
 
5
 
  KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) 
Three months ended March 31, 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
  - 
  - 
  - 
  - 
  108,368 
  - 
  - 
  - 
  - 
  108,368 
Shares deducted from exercise of stock
    
    
    
    
    
    
    
    
    
    
options for payment of withholding taxes
  - 
  - 
  (15,750)
  (158)
  (341,612)
  - 
  - 
  - 
  - 
  (341,770)
Vesting of restricted stock awards
  - 
  - 
  7,180 
  72 
  (72)
  - 
  - 
  - 
  - 
  - 
Shares deducted from restricted stock
    
    
    
    
    
    
    
    
    
    
awards for payment of withholding taxes
  - 
  - 
  (618)
  (9)
  (12,205)
  - 
  - 
  - 
  - 
  (12,214)
Exercise of stock options
  - 
  - 
  69,876 
  702 
  28,875 
  - 
  - 
  - 
  - 
  29,577 
Acquisition of treasury stock
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  25,860 
  (336,894)
  (336,894)
Dividends
  - 
  - 
  - 
  - 
  - 
  - 
  (1,068,375)
  - 
  - 
  (1,068,375)
Net loss
  - 
  - 
  - 
  - 
  - 
  - 
  (2,717,934)
  - 
  - 
  (2,717,934)
Change in unrealized losses on available-
    
    
    
    
    
    
    
    
    
    
for-sale securities, net of tax
  - 
  - 
  - 
  - 
  - 
  (2,077,468)
  - 
  - 
  - 
  (2,077,468)
Balance, March 31, 2018
  - 
 $- 
  11,679,334 
 $116,793 
 $68,163,744 
 $(1,391,063)
 $23,780,755 
  1,012,669 
 $(2,509,193)
 $88,161,036 
 
See accompanying notes to condensed consolidated financial statements.
 
 
6
 
  
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)
Three months ended March 31, 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
  - 
  - 
  - 
  - 
  309,882 
  - 
  - 
  - 
  - 
  309,882 
Vesting of restricted stock awards
  - 
  - 
  27,593 
  275 
  (275)
  - 
  - 
  - 
  - 
  - 
Shares deducted from restricted stock
    
    
    
    
    
    
    
    
    
    
awards for payment of withholding taxes
  - 
  - 
  (6,553)
  (64)
  (115,943)
  - 
  - 
  - 
  - 
  (116,007)
Dividends
  - 
  - 
  - 
  - 
  - 
  - 
  (1,075,962)
  - 
  - 
  (1,075,962)
Net loss
  - 
  - 
  - 
  - 
  - 
  - 
  (7,335,190)
  - 
  - 
  (7,335,190)
Change in unrealized losses on available-
    
    
    
    
    
    
    
    
    
    
for-sale securities, net of tax
  - 
  - 
  - 
  - 
  - 
  3,326,806 
  - 
  - 
  - 
  3,326,806 
Balance, March 31, 2019
  - 
 $- 
  11,796,188 
 $117,962 
 $67,957,604 
 $442,493 
 $17,969,664 
  1,027,439 
 $(2,712,552)
 $83,775,171 
  
See accompanying notes to condensed consolidated financial statements.
 
 
7
 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Statements of Cash Flows (Unaudited)

Three months ended March 31,
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
 
 
Net loss
 $(7,335,190)
 $(2,717,934)
Adjustments to reconcile net income to net cash flows provided by operating activities:
    
    
Net (gains) losses on sale of investments
  25,192 
  243,773 
Net unrealized (gains) losses of equity investments
  (1,767,835)
  307,214 
Net unrealized (gains) losses of other investments
  (292,720)
  (27,860)
Depreciation and amortization
  602,332 
  409,431 
Amortization of bond premium, net
  118,568 
  118,841 
Amortization of discount and issuance costs on long-term debt
  44,045 
  36,151 
Stock-based compensation
  309,882 
  108,368 
Deferred income tax expense
  510,533 
  28,927 
(Increase) decrease in operating assets:
    
    
Premiums receivable, net
  (250,149)
  151,824 
Reinsurance receivables, net
  209,478 
  (3,376,350)
Deferred policy acquisition costs
  (246,544)
  (282,977)
Other assets
  (3,666,830)
  (1,386,512)
Increase (decrease) in operating liabilities:
    
    
Loss and loss adjustment expense reserves
  12,913,165 
  7,472,491 
Unearned premiums
  627,872 
  1,006,969 
Advance premiums
  956,784 
  738,910 
Reinsurance balances payable
  (731,445)
  453,768 
Deferred ceding commission revenue
  58,710 
  81,400 
Accounts payable, accrued expenses and other liabilities
  616,556 
  (2,986,061)
Net cash flows provided by operating activities
  2,702,404 
  380,373 
 
    
    
Cash flows from investing activities:
    
    
Purchase - fixed-maturity securities available-for-sale
  (6,094,835)
  (20,018,600)
Purchase - equity securities
  (1,604,615)
  (6,004,614)
Sale and redemption - fixed-maturity securities held-to-maturity
  400,000 
  - 
Sale or maturity - fixed-maturity securities available-for-sale
  1,505,382 
  7,891,145 
Sale - equity securities
  246,047 
  3,378,515 
Acquisition of property and equipment
  (1,048,604)
  (684,609)
Other investing activities
  (287,733)
  - 
Net cash flows used in investing activities
  (6,884,358)
  (15,438,163)
 
    
    
Cash flows from financing activities:
    
    
Proceeds from exercise of stock options
  - 
  29,577 
Withholding taxes paid on net exercise of stock options
  - 
  (341,770)
Withholding taxes paid on vested retricted stock awards
  (116,007)
  (12,214)
Purchase of treasury stock
  - 
  (336,894)
Dividends paid
  (1,075,962)
  (1,068,375)
Net cash flows used in financing activities
  (1,191,969)
  (1,729,676)
 
    
    
Decrease in cash and cash equivalents
 $(5,373,923)
 $(16,787,466)
Cash and cash equivalents, beginning of period
  21,138,403 
  48,381,633 
Cash and cash equivalents, end of period
 $15,764,480 
 $31,594,167 
 
    
    
Supplemental disclosures of cash flow information:
    
    
Cash paid for income taxes
 $- 
 $- 
Cash paid for interest
 $- 
 $- 
 
See accompanying notes to condensed consolidated financial statements.
 
 
8
 
 
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, 91.4% and 97.2% of KICO’s direct written premiums for the three months ended March 31, 2019 and 2018, respectively, came from the New York policies.
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of SEC Regulation S-X. The principles for condensed interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these condensed 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 three months ended March 31, 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.
 
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 months ended March 31, 2019 and 2018.
 
 
9
 
 
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 on January 1, 2020. The Company is currently evaluating the effect the updated guidance will have on its consolidated financial statements.
 
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 March 31, 2019 and December 31, 2018 are summarized as follows:
 
 
 
March 31, 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
 $8,229,100 
 $70,628 
 $- 
 $(9,784)
 $8,289,944 
 $60,844 
 
    
    
    
    
    
    
Political subdivisions of States,
    
    
    
    
    
    
Territories and Possessions
  5,688,302 
  117,032 
  - 
  (6,230)
  5,799,104 
  110,802 
 
    
    
    
    
    
    
Corporate and other bonds
    
    
    
    
    
    
Industrial and miscellaneous
  124,354,135 
  1,368,129 
  (57,955)
  (710,936)
  124,953,373 
  599,238 
 
    
    
    
    
    
    
Residential mortgage and other
    
    
    
    
    
    
asset backed securities (1)
  21,648,213 
  271,364 
  (95,026)
  (389,820)
  21,434,731 
  (213,482)
Total
 $159,919,750 
 $1,827,153 
 $(152,981)
 $(1,116,770)
 $160,477,152 
 $557,402 
 
(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 March 31, 2019, the estimated fair value of the eligible investments was approximately $5,553,000. KICO will retain all rights regarding all securities if pledged as collateral. As of March 31, 2019, there was no outstanding balance on the FHLBNY credit line.
 
 
10
 
 
 
 
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 March 31, 2019 and December 31, 2018 is shown below:
 
 
 
March 31, 2019
 
 
December 31, 2018
 
 
 
Amortized
 
 
Estimated
 
 
Amortized
 
 
Estimated
 
Remaining Time to Maturity
 
Cost
 
 
Fair Value
 
 
Cost
 
 
Fair Value
 
 
 
 
 
 
 
 
Less than one year
 $14,232,940 
 $14,242,115 
 $6,742,519 
 $6,738,014 
One to five years
  43,224,501 
  43,505,313 
  47,038,838 
  46,640,012 
Five to ten years
  77,839,224 
  78,416,804 
  76,884,505 
  74,290,076 
More than 10 years
  2,974,872 
  2,878,189 
  2,974,426 
  2,644,180 
Residential mortgage and other asset backed securities
  21,648,213 
  21,434,731 
  21,790,973 
  21,465,234 
Total
 $159,919,750 
 $160,477,152 
 $155,431,261 
 $151,777,516 
  
 
11
 
 
The actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without penalties.
 
Equity Securities
 
The cost, estimated fair value, and gross gains and losses of investments in equity securities as of March 31, 2019 and December 31, 2018 are as follows:
 
 
 
March 31, 2019
 
 
 
 
 
 
Gross
 
 
Gross
 
 
Estimated
 
Category
 
Cost
 
 
Gains
 
 
Losses
 
 
Fair Value
 
 
 
 
 
Equity Securities:
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stocks
 $7,882,618 
 $109,135 
 $(101,961)
 $7,889,792 
Common stocks and exchange
    
    
    
    
traded mutual funds
  11,763,863 
  679,795 
  (669,463)
  11,774,195 
Total
 $19,646,481 
 $788,930 
 $(771,424)
 $19,663,987 
 
 
 
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 gains of the Company’s other investments as of March 31, 2019 and December 31, 2018 are as follows:
 
 
 
March 31, 2019
 
 December 31, 2018
 
 
 
 
 
Gross
 
 
Estimated
 
 
 
 
 
Gross
 
 
Estimated
 
Category
 
Cost
 
 
Gains
 
 
Fair Value
 
 
Cost
 
 
Gains
 
 
Fair Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hedge fund
 $1,999,381 
 $148,564 
 $2,147,945 
 $1,999,381 
 $(144,156)
 $1,855,225 
Total
 $1,999,381 
 $148,564 
 $2,147,945 
 $1,999,381 
 $(144,156)
 $1,855,225 
 
 
12
 
  
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 March 31, 2019 and December 31, 2018 are summarized as follows:
 
 
 
March 31, 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
 $729,517 
 $147,522 
 $(1,177)
 $- 
 $875,862 
 $146,345 
 
    
    
    
    
    
    
Political subdivisions of States,
    
    
    
    
    
    
Territories and Possessions
  998,759 
  45,676 
  - 
  - 
  1,044,435 
  45,676 
 
    
    
    
    
    
    
Corporate and other bonds
    
    
    
    
    
    
Industrial and miscellaneous
  2,096,344 
  65,540 
  - 
  (5,570)
  2,156,314 
  59,970 
 
    
    
    
    
    
    
Total
 $3,824,620 
 $258,738 
 $(1,177)
 $(5,570)
 $4,076,611 
 $251,991 
 
 
 
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.
 
 
13
 
 
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 March 31, 2019 and December 31, 2018 is shown below:
 
 
 
March 31, 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 
 2,676,159 
  2,996,685 
  3,036,531 
Five to ten years
 619,780 
 646,413 
  619,663 
  635,846 
More than 10 years
 606,517 
 754,039 
  606,507 
  754,039 
Total
 $3,824,620 
 $4,076,611 
 $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
 
 
 
March 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
Income:
 
 
 
 
 
 
Fixed-maturity securities
 $1,526,870 
 $1,150,293 
Equity securities
  207,144 
  200,497 
Cash and cash equivalents
  40,401 
  73,259 
Total
  1,774,415 
  1,424,049 
Expenses:
    
    
Investment expenses
  150,703 
  40,060 
Net investment income
 $1,623,712 
 $1,383,989 
 
Proceeds from the sale and redemption of fixed-maturity securities held-to-maturity were $400,000 and $-0- for the three months ended March 31, 2019 and 2018, respectively.
 
Proceeds from the sale or maturity of fixed-maturity securities available-for-sale were $1,505,382 and $7,891,145 for the three months ended March 31, 2019 and 2018, respectively.
 
Proceeds from the sale of equity securities were $246,047 and $3,378,515 for the three months ended March 31, 2019 and 2018, respectively.
 
 
14
 
 
The Company’s net gains (losses) on investments are summarized as follows:
 
 
 
Three months ended
 
 
 
March 31,
 
 
 
2019
 
 
2018
 
Realized Losses
 
 
 
 
 
 
 
 
 
 
Fixed-maturity securities:
 
 
 
 
 
 
Gross realized gains
 $6,002 
 $117,469 
Gross realized losses
  (28,433)
  (334,969)
 
  (22,431)
  (217,500)
 
    
    
Equity securities:
    
    
Gross realized gains
  3,200 
  210,558 
Gross realized losses
  (5,961)
  (236,831)
 
  (2,761)
  (26,273)
 
    
    
Net realized losses
  (25,192)
  (243,773)
 
    
    
Unrealized Gains (Losses)
    
    
 
    
    
Equity securities:
    
    
Gross gains
  1,767,835 
  - 
Gross losses
  - 
  (307,214)
 
  1,767,835 
  (307,214)
 
    
    
Other investments:
    
    
Gross gains
  292,720 
  27,860 
Gross losses
  - 
  - 
 
  292,720 
  27,860 
 
    
    
Net unrealized gains (losses)
  2,060,555 
  (279,354)
 
    
    
Net gains (losses) on investments
 $2,035,363 
 $(523,127)
 
 
15
 
 
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 (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 March 31, 2019 and December 31, 2018, there were 94 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 three months ended March 31, 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.
 
16
 
 
The Company held available-for-sale securities with unrealized losses representing declines that were considered temporary at March 31, 2019 as follows:
 
 
 
March 31, 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
 $- 
 $- 
  - 
 $3,972,480 
  (9,784)
  2 
 $3,972,480 
 $(9,784)
 
    
    
    
    
    
    
    
    
Political subdivisions of States, Territories and Possessions
  - 
  - 
  - 
  825,878 
  (6,230)
  2 
  825,878 
  (6,230)
 
    
    
    
    
    
    
    
    
Corporate and other bonds industrial and miscellaneous
  9,045,064 
  (57,955)
  11 
  40,520,044 
  (710,936)
  52 
  49,565,108 
  (768,891)
 
    
    
    
    
    
    
    
    
Residential mortgage and other asset backed securities
  2,666,892 
  (95,026)
  4 
  15,432,106 
  (389,820)
  23 
  18,098,998 
  (484,846)
 
    
    
    
    
    
    
    
    
Total fixed-maturity securities
 $11,711,956 
 $(152,981)
  15 
 $60,750,508 
 $(1,116,770)
  79 
 $72,462,464 
 $(1,269,751)
 
 
17
 
 
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)
 
 
18
 

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.
 
 
19
 
 
The following table presents information about the Company’s investments that are measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018 indicating the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
 
 
March 31, 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
 $8,289,944 
 $- 
 $- 
 $8,289,944 

    
    
    
    
Political subdivisions of States, Territories and Possessions
  - 
  5,799,104 
  - 
  5,799,104 

    
    
    
    
Corporate and other bonds industrial and miscellaneous
  121,238,077 
  3,715,296 
  - 
  124,953,373 
 
    
    
    
    
Residential mortgage backed securities
  - 
  21,434,731 
  - 
  21,434,731 
Total fixed maturities
  129,528,021 
  30,949,131 
  - 
  160,477,152 
Equity securities
  19,663,987 
  - 
  - 
  19,663,987 
Total investments
 $149,192,008 
 $30,949,131 
 $- 
 $180,141,139 
 
 
 
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 
 
 
20
 
 
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 investment measured at NAV per share as of March 31, 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
 
 March 31,
2019
 
 
 December 31,
2018
 
Other Investments:
 
 
 
 
 
 
Hedge fund
 $2,147,945 
 $1,855,225 
Total
 $2,147,945 
 $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. Revenue 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 March 31, 2019 and December 31, 2018 not measured at fair value is as follows:
 
 
 
March 31, 2019
 
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Notes due 2022
 $- 
 $28,485,329 
 $- 
 $28,485,329 
 
 
 
 
December 31, 2018
 
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Notes due 2022
 $- 
 $28,521,734 
 $- 
 $28,521,734 
 
 
21
 
 
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, 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.
 
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 March 31, 2019 and December 31, 2018 are as follows:
 
 
 
March 31, 2019
 
 
December 31, 2018
 
 
 
Carrying
 
 
Estimated
 
 
Carrying
 
 
Estimated
 
 
 
 Value
 
 
Fair Value
 
 
 Value
 
 
Fair Value
 
 
 
 
 
 
 
 
 
 
 
Fixed-maturity securities-held-to maturity
 $3,824,620 
 $4,076,611 
 $4,222,855 
 $4,426,416 
Cash and cash equivalents
 $15,764,480 
 $15,764,480 
 $21,138,403 
 $21,138,403 
Premiums receivable, net
 $14,211,748 
 $14,211,748 
 $13,961,599 
 $13,961,599 
Reinsurance receivables, net
 $26,157,637 
 $26,157,637 
 $26,367,115 
 $26,367,115 
Real estate, net of accumulated depreciation
 $2,285,933 
 $2,705,000 
 $2,300,827 
 $2,705,000 
Reinsurance balances payable
 $1,201,931 
 $1,201,931 
 $1,933,376 
 $1,933,376 
Long-term debt, net
 $29,339,296 
 $28,485,329 
 $29,295,251 
 $28,521,734 
 
 
22
 
 
Note 6 – Property and Casualty Insurance Activity
 
Premiums Earned
 
Premiums written, ceded and earned are as follows:
 
 
 
Direct
 
 
Assumed
 
 
Ceded
 
 
Net
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
Premiums written
 $37,488,548 
 $(34)
 $(7,127,909)
 $30,360,605 
Change in unearned premiums
  (628,067)
  195 
  (136,844)
  (764,716)
Premiums earned
 $36,860,481 
 $161 
 $(7,264,753)
 $29,595,889 
 
    
    
    
    
Three months ended March 31, 2018
    
    
    
    
Premiums written
 $31,526,283 
 $336 
 $(7,826,235)
 $23,700,384 
Change in unearned premiums
  (1,008,869)
  1,901 
  144,201 
  (862,767)
Premiums earned
 $30,517,414 
 $2,237 
 $(7,682,034)
 $22,837,617 
 
Premium receipts in advance of the policy effective date are recorded as advance premiums. The balance of advance premiums as of March 31, 2019 and December 31, 2018 was $3,064,413 and $2,107,629, respectively.
 
Loss and Loss Adjustment Expense Reserves
 
The following table provides a reconciliation of the beginning and ending balances for unpaid losses and loss adjustment expense (“LAE”) reserves:
 
 
 
Three months ended
 
 
 
March 31,
 
 
 
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
  24,655,975 
  17,367,560 
Prior years
  4,478,249 
  (101,230)
Total incurred
  29,134,224 
  17,266,330 
 
    
    
Paid related to:
    
    
Current year
  7,731,086 
  5,971,788 
Prior years
  8,405,440 
  6,495,154 
Total paid
  16,136,526 
  12,466,942 
 
    
    
Net balance at end of period
  53,523,557 
  36,850,102 
Add reinsurance recoverables
  15,586,714 
  19,422,011 
Balance at end of period
 $69,110,271 
 $56,272,113 
 
Incurred losses and LAE are net of reinsurance recoveries under reinsurance contracts of $3,135,894 and $5,612,056 for the three months ended March 31, 2019 and 2018, respectively.
 
 
23
 
 
Prior year incurred loss and LAE development is based upon estimates by line of business and accident year. Prior year loss and LAE development incurred during the three months ended March 31, 2019 and 2018 was $4,478,249 unfavorable and $(101,230), favorable, respectively. During the three months ended March 31, 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 claims’ 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.
 
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.
 
 
 
24
 
  
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 March 31, 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 March 31, 2019, net of reinsurance, as well as the cumulative reported claims by accident year and total IBNR reserves as of March 31, 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.
 
 
25
 
 
All Lines of Business
(in thousands, except reported claims data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

As of
 
 
Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance
 
 
 
 

March 31, 2019
Accident
For the Years Ended December 31,
 
Three
Months Ended
March 31,
 
 

 
 
Cumulative Number of Reported Claims by 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 
  9,175 
  - 
  1,914 
2012
    
    
  9,539 
  9,344 
  10,278 
  10,382 
  10,582 
  10,790 
  10,791 
  10,831 
  1 
  4,704(1)
2013
    
    
    
  10,728 
  9,745 
  9,424 
  9,621 
  10,061 
  10,089 
  10,068 
  35 
  1,560 
2014
    
    
    
    
  14,193 
  14,260 
  14,218 
  14,564 
  15,023 
  15,925 
  261 
  2,132 
2015
    
    
    
    
    
  22,340 
  21,994 
  22,148 
  22,491 
  22,598 
  497 
  2,553 
2016
    
    
    
    
    
    
  26,062 
  24,941 
  24,789 
  25,658 
  1,188 
  2,867 
2017
    
    
    
    
    
    
    
  31,605 
  32,169 
  33,597 
  2,920 
  3,350 
2018
    
    
    
    
    
    
    
    
  54,455 
  55,591 
  7,322 
  4,090 
2019
    
    
    
    
    
    
    
    
    
  23,359 
  8,904 
  962 
Total
 $213,589 
    
    
 
(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,
 
 
Three
Months Ended
March 31,
 
Year
 
2010
 
 
2011
 
 
2012
 
 
2013
 
 
2014
 
 
2015
 
 
2016
 
 
2017
 
 
2018
 
 
2019
 
 
 
(Unaudited 2010 - 2018)            
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2009
 $2,566 
 $3,947 
 $4,972 
 $5,602 
 $6,323 
 $6,576 
 $6,720 
 $6,772 
 $6,780 
 $6,780 
2010
    
  3,740 
  5,117 
  6,228 
  7,170 
  8,139 
  8,540 
  8,702 
  8,727 
  8,733 
2011
    
    
  3,950 
  5,770 
  7,127 
  8,196 
  9,187 
  10,236 
  10,323 
  10,412 
2012
    
    
    
  3,405 
  5,303 
  6,633 
  7,591 
  8,407 
  9,056 
  9,155 
2013
    
    
    
    
  5,710 
  9,429 
  10,738 
  11,770 
  13,819 
  13,860 
2014
    
    
    
    
    
  12,295 
  16,181 
  18,266 
  19,984 
  20,193 
2015
    
    
    
    
    
    
  15,364 
  19,001 
  21,106 
  21,306 
2016
    
    
    
    
    
    
    
  16,704 
  24,820 
  25,426 
2017
    
    
    
    
    
    
    
    
  32,383 
  39,136 
2018
    
    
    
    
    
    
    
    
    
  7,320 
 
Total
 
 $162,321 
 
    
    
    
    
    
    
    
    
    
    
 
Net liability for unpaid loss and allocated loss adjustment expenses for the accident years presented
 
 $51,268 
 
All outstanding liabilities before 2009, net of reinsurance
 
  108 
 
Liabilities for loss and allocated loss adjustment expenses, net of reinsurance
 
 $51,376 
  
 
26
 
 
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. 
 
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)
 
March 31,
2019
 
Liabilities for loss and loss adjustment expenses, net of reinsurance
 $51,376 
Total reinsurance recoverable on unpaid losses
  15,587 
Unallocated loss adjustment expenses
  2,147 
Total gross liability for loss and LAE reserves
 $69,110 
 
Reinsurance
 
The Company’s quota share reinsurance treaties are on a July 1 through June 30 fiscal year basis; therefore, for year to date fiscal periods after June 30, two separate treaties will be included in such periods.
 
The Company’s quota share reinsurance treaties in effect for the three months ended March 31, 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 three months ended March 31, 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 three months ended March 31, 2018 was covered under the July 1, 2017 through June 30, 2018 treaty year (“2017/2018 Treaty Year”).
 
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.
 
 
27
 
 
The Company entered into new excess of loss and catastrophe reinsurance treaties effective July 1, 2018. Material terms for reinsurance treaties in effect for the treaty years shown below are as follows:
 
 
 
 Treaty Year      
 
 
 
July 1, 2018
 
 
July 1, 2017
 
 
July 1, 2016
 
 
 
to
 
 
to
 
 
to
 
Line of Busines
 
June 30, 2019
 
 
June 30, 2018
 
 
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Personal Lines:
 
 
 
 
 
 
 
 
 
Homeowners, dwelling fire and canine legal liability
 
 
 
 
 
 
 
 
 
Quota share treaty:
 
 
 
 
 
 
 
 
 
Percent ceded
  10%
  20%
  40%
Risk retained
 $900,000 
 $800,000 
 $500,000 
Losses per occurrence subject to quota share reinsurance coverage
 $1,000,000 
 $1,000,000 
 $833,333 
Excess of loss coverage and facultative facility above quota share coverage (1)
 $9,000,000 
 $9,000,000 
 $3,666,667 
 
  in excess of 
  in excess of 
  in excess of 
 
 $1,000,000 
 $1,000,000 
 $833,333 
Total reinsurance coverage per occurrence
 $9,100,000 
 $9,200,000 
 $4,000,000 
Losses per occurrence subject to reinsurance coverage
 $10,000,000 
 $10,000,000 
 $4,500,000 
Expiration date
  June 30, 2019 
  June 30, 2019 
  June 30, 2017 
 
    
    
    
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, 2019 
  June 30, 2018 
  June 30, 2017 
 
    
    
    
Commercial Lines:
    
    
    
General liability commercial policies
    
    
    
Quota share treaty
  None 
  None 
  None 
Risk retained
 $750,000 
 $750,000 
 $500,000 
Excess of loss coverage above risk retained
 $3,750,000 
 $3,750,000 
 $4,000,000 
 
  in excess of 
  in excess of 
  in excess of 
 
 $750,000 
 $750,000 
 $500,000 
Total reinsurance coverage per occurrence
 $3,750,000 
 $3,750,000 
 $4,000,000 
Losses per occurrence subject to reinsurance coverage
 $4,500,000 
 $4,500,000 
 $4,500,000 
 
    
    
    
Commercial Umbrella
    
    
    
Quota share treaty:
    
    
    
Percent ceded - first $1,000,000 of coverage
  90%
  90%
  90%
Percent ceded - excess of $1,000,000 of coverage
  100%
  100%
  100%
Risk retained
 $100,000 
 $100,000 
 $100,000 
Total reinsurance coverage per occurrence
 $4,900,000 
 $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, 2019 
  June 30, 2018 
  June 30, 2017 
 
    
    
    
Catastrophe Reinsurance:
    
    
    
Initial loss subject to personal lines quota share treaty
 $5,000,000 
 $5,000,000 
 $5,000,000 
Risk retained per catastrophe occurrence (2)
 $4,500,000 
 $4,000,000 
 $3,000,000 
Catastrophe loss coverage in excess of quota share coverage (3) (4)
 $445,000,000 
 $315,000,000 
 $247,000,000 
Reinstatement premium protection (5)
  Yes 
  Yes 
  Yes 
 
(1)
For personal lines, the 2017/2019 Treaty 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. Effective July 1, 2016, the duration of a catastrophe occurrence from windstorm, hail, tornado, hurricane and cyclone was extended to 168 consecutive hours from 120 consecutive hours.
(4)
Effective July 1, 2018, the top $50,000,000 layer of catastrophe reinsurance coverage has a two-year term expiring on June 30, 2020.
(5)
Effective July 1, 2016, reinstatement premium protection for $20,000,000 of catastrophe coverage in excess of $5,000,000.

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.
 
 
28
 
 
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
Treaty
 
 Extent of Loss
 
 Risk Retained
Personal Lines (1)
 
 Initial $1,000,000
 
$900,000
 
 
 
 $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 $5,000,000
 
$4,500,000
 
 
 
 $5,000,000 - $450,000,000
 
 None
 
 
 
 Over $450,000,000
 
100%
 
 
(1)
Treaty for 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 years shown below are as follows:
 
 
 
July 1, 2017 - June 30, 2018

July 1, 2016 - June 30, 2017
Treaty
 
 Range of Loss
 
 Risk Retained

 Range of Loss
 
 Risk Retained
Personal Lines (1)
 
 Initial $1,000,000
 
$800,000
 
 Initial $833,333
 
$500,000
 
 
 $1,000,000 - $10,000,000
 
 None(2)
 
 $833,333 - $4,500,000
 
 None(3)
 
 
 Over $10,000,000
 
100%
 
 Over $4,500,000
 
100%
 
 
 
 
 
 
 
 
 
Personal Umbrella
 
 Initial $1,000,000
 
$100,000
 
 Initial $1,000,000
 
$100,000
 
 
 $1,000,000 - $5,000,000
 
 None
 
 $1,000,000 - $5,000,000
 
 None
 
 
 Over $5,000,000
 
100%
 
 Over $5,000,000
 
100%
 
 
 
 
 
 
 
 
 
Commercial Lines
 
 Initial $750,000
 
$750,000
 
 Initial $500,000
 
$500,000
 
 
 $750,000 - $4,500,000
 
 None(3)
 
 $500,000 - $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
 
$4,000,000
 
 Initial $5,000,000
 
$3,000,000
 
 
 $5,000,000 - $320,000,000
 
 None
 
 $5,000,000 - $252,000,000
 
 None
 
 
 Over $320,000,000
 
100%
 
 Over $252,000,000
 
100%
 
(1)
Treaty for July 1, 2017 – June 30, 2018 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. 
 
 
29
 
 
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 ended March 31, 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 ended March 31, 2018 are attributable to contracts under the 2017/2019 Treaty for the 2017/2018 Treaty Year.
 
Treaty in effect for the three months ended March 31, 2019
 
Under the 2017/2019 Treaty, the Company receives an upfront fixed provisional rate that is subject to a sliding scale contingent adjustment based upon Loss Ratio. Under this arrangement, the Company earns and earned provisional ceding commissions that are subject to later adjustment dependent on changes to the estimated Loss Ratio for the 2017/2019 Treaty. The Company’s Loss Ratios for the period July 1, 2018 through March 31, 2019 attributable to the 2017/2019 Treaty were consistent with the contractual Loss Ratio at which provisional ceding commissions were earned, and therefore no contingent commission adjustment was recorded for the three months ended March 31, 2019.
 
Treaty in effect for the three months ended March 31, 2018
 
The Loss Ratios for the period July 1, 2017 through March 31, 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 ended March 31, 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 ended March 31, 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.
 
Ceding commission revenue consists of the following:
 
 
 
Three months ended
 
 
 
March 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
Provisional ceding commissions earned
 $1,317,751 
 $2,067,505 
Contingent ceding commissions earned
  (40,068)
  (372,347)
 
 $1,277,683 
 $1,695,158 
 
 
30
 
 
Provisional ceding commissions are settled monthly. Balances due from reinsurers for contingent ceding commissions on quota share treaties are settled annually based on the Loss Ratio of each treaty year that ends on June 30. As discussed above, the Loss Ratios from prior years’ treaties are subject to change as incurred losses from those periods develop, resulting in an increase or decrease in the commission rate and contingent ceding commissions earned. As of March 31, 2019 and December 31, 2018, net contingent ceding commissions payable to reinsurers under all treaties was approximately $1,643,000 and $1,581,000, respectively, which is recorded in reinsurance balances payable on the accompanying condensed consolidated balance sheets.
 
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 $18,079 as of March 31, 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 December 31 of the previous year and are due and payable within one year of borrowing. The maximum allowable advance as of December 31, 2018 was approximately $9,849,000. Advances are limited to the amount of available collateral, which was approximately $5,553,000 as of March 31, 2019. There were no borrowings under this facility during the three months ended March 31, 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 March 31, 2019 and December 31, 2018 is as follows:
 
 
 
March 31,
 
 
December 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
5.50% Senior Unsecured Notes
 $30,000,000 
 $30,000,000 
Discount
  (121,656)
  (129,796)
Issuance costs
  (539,048)
  (574,953)
Long-term debt, net
 $29,339,296 
 $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.
 
 
31
 
 
Note 8 – Stockholders’ Equity
 
Dividends Declared and Paid
 
Dividends declared and paid on common stock were $1,075,962 and $1,068,375 for the three months ended March 31, 2019 and 2018, respectively. The Company’s Board of Directors approved a quarterly dividend on May 8, 2019 of $0.10 per share payable in cash on June 14, 2019 to stockholders of record as of May 31, 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.
 
The results of operations for the three months ended March 31, 2019 and 2018 include stock-based compensation expense totaling approximately $1,000 and $2,000, respectively. Stock-based compensation expense related to stock options is net of estimated forfeitures of approximately 17% for the three months ended March 31, 2019 and 2018. Such amounts have been included in the consolidated statements of operations and comprehensive (loss) within other operating expenses.
 
Stock-based compensation expense for the three months ended March 31, 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 three months ended March 31, 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.
 
 
32
 
 
A summary of stock option activity under the Company’s 2014 Plan and 2005 Plan for the three months ended March 31, 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
  - 
 $- 
  - 
 $- 
Forfeited
  (1,250)
 $7.85 
  2.04 
 $11,413 
 
    
    
    
    
Outstanding at March 31, 2019
  36,250 
 $8.36 
  2.00 
 $230,713 
 
    
    
    
    
Vested and Exercisable at March 31, 2019
  33,750 
 $8.27 
  1.95 
 $218,250 
 
The aggregate intrinsic value of options outstanding and options exercisable at March 31, 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 $14.74 closing price of the Company’s Common Stock on March 31, 2019. The total intrinsic value of options forfeited during the three months ended March 31, 2019 was $11,413, 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”).
 
As of March 31, 2019, there were no unamortized compensation costs related to unvested stock option awards.
 
As of March 31, 2019, there were 426,822 shares reserved for grants under the 2014 Plan.

 
33
 
 
Restricted Stock Awards
 
A summary of the restricted common stock activity under the Company’s 2014 Plan for the three months ended March 31, 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
  51,242 
 $17.76 
 $910,058 
Vested
  (27,501)
 $18.67 
 $(513,446)
Forfeited
  (3,804)
 $15.51 
 $(59,011)
 
    
    
    
Balance at March 31, 2019
  140,436 
 $17.58 
 $2,466,776 
 
Fair value was calculated using the closing price of the Company’s Common Stock on the grant date. For the three months ended March 31, 2019 and 2018, stock-based compensation for these grants was approximately $309,000 and $106,000, respectively, which is included in other operating expenses on the accompanying consolidated statements of operations and comprehensive 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.
 
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.
 
 
34
 
  
Significant components of the Company’s deferred tax assets and liabilities are as follows:
 
 
 
March 31,
 
 
December 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Deferred tax asset:
 
 
 
 
 
 
Net operating loss carryovers (1)
 $70,381 
 $90,438 
Claims reserve discount
  454,206 
  343,905 
Unearned premium
  3,217,985 
  3,145,682 
Deferred ceding commission revenue
  576,531 
  564,202 
Other
  874 
  383,733 
Total deferred tax assets
  4,319,977 
  4,527,960 
 
    
    
Deferred tax liability:
    
    
Investment in KICO (2)
  759,543 
  759,543 
Deferred acquisition costs
  3,812,399 
  3,760,625 
Intangibles
  122,850 
  140,700 
Depreciation and amortization
  626,962 
  664,194 
Net unrealized gains (losses) of securities - available for sale
  38,864 
  (1,151,335)
Total deferred tax liabilities
  5,360,618 
  4,173,727 
 
    
    
Net deferred income tax (liability) asset
 $(1,040,641)
 $354,233 
 
(1)
The deferred tax assets from net operating loss carryovers (“NOL”) are as follows:
 
Type of NOL
 
March 31, 2019
 
 
December 31, 2018
 
Expiration
State only (A)
 $1,436,689 
 $1,305,365 
December 31, 2039
Valuation allowance
  (1,366,308)
  (1,217,027)
 
State only, net of valuation allowance
  70,381 
  88,338 
 
Amount subject to Annual Limitation, federal only
  - 
  2,100 
December 31, 2019
Total deferred tax asset from net operating loss carryovers
 $70,381 
 $90,438 
 
 
    
    
 
 
 
35
 
 
(A) Kingstone generates operating losses for state purposes and has prior year NOLs available. The state NOL as of March 31, 2019 and December 31, 2018 was approximately $22,103,000 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 (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 three months ended March 31, 2019 and 2018. If any had been recognized these would have been reported in income tax expense.
 
Generally, taxing authorities may examine the Company’s tax returns for the three years from the date of filing. The Company’s tax returns for the years ended December 31, 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 – (Loss)/Earnings Per Common Share
 
Basic net (loss)/earnings per common share is computed by dividing (loss)/income available to common shareholders by the weighted-average number of common shares outstanding. Diluted (loss)/earnings per common share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options as well as non-vested restricted stock awards. The computation of diluted (loss)/earnings per common share excludes those options with an exercise price in excess of the average market price of the Company’s common shares during the periods presented.
 
The computation of diluted (loss)/earnings per common share excludes outstanding options in periods where the exercise of such options would be anti-dilutive. For the three months ended March 31, 2019 and 2018, no options were included in the computation of diluted (loss)/earnings 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.
 
 
36
 
 
The reconciliation of the weighted average number of common shares used in the calculation of basic and diluted (loss)/earnings per common share follows:
 
 
 
Three months ended
 
 
 
March 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Weighted average number of shares outstanding
  10,757,843 
  10,669,992 
 
    
    
Effect of dilutive securities, common share equivalents:
    
    
Stock options
  - 
  - 
Restricted stock awards
  - 
  - 
 
    
    
Weighted average number of shares outstanding,
    
    
used for computing diluted (losses)/earnings per share
  10,757,843 
  10,669,992 
 
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. The Company is not subject to any other pending legal proceedings that management believes are likely to have a material adverse effect on the condensed consolidated financial statements.
 
Office Lease
 
The Company 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. In June 2016, the Company entered into a lease modification agreement. The original lease had a term of seven years and nine months. The lease modification increased the space occupied by KICO and extended the lease term to seven years and nine months to be measured from the additional premises commencement date. The additional premises commencement date was September 19, 2016, and additional rent was payable beginning March 19, 2017. The original lease commencement date was July 1, 2015 and rent commencement began January 1, 2016.
 
In addition to the base rental costs, occupancy lease agreements generally provide for rent escalations resulting from increased assessments from real estate taxes and other charges. 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.
 
 
37
 
 
Additional information regarding the Company's real estate operating lease is as follows:
 
Lease cost
 
 March 31,
2019
 
Operating lease
 $41,342 
Short-term leases
  - 
Total lease cost (1)
 $41,342 
 
    
Other information on operating lease
    
Cash payments included in the measurement of lease
    
liability reported in operating cash flows
 $41,379 
Discount rate
  5.50%
Remaining lease term in years
    5 years
 
 (1) Included in the condensed consolidated statements of operations and comprehensive loss within other underwriting expenses.
 
The following table presents contractual maturities of the Company's lease liabilities as of March 31, 2019:
 
For the Year
 
 
 
Ending
 
 
 
December 31,
 
Total
 
2019 (remainder of 2019)
 $128,482 
2020
  175,806 
2021
  181,959 
2022
  188,328 
2023
  194,919 
Thereafter
  49,145 
Total undiscounted lease payments
 918,639 
Less: present value adjustment
  76,904
 
Operating lease liability
 $841,735
 
 
  Rent expense for the three months ended March 31, 2018 amounted to $41,342, and is included in the condensed consolidated statements of operations and comprehensive loss within other underwriting expenses.
 
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 March 31, 2019 and December 31, 2018 amounted to $440,045 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 three months ended March 31, 2019.
 
Note 13 – Subsequent Events
 
The Company has evaluated events that occurred subsequent to March 31, 2019 through the date these condensed consolidated financial statements were issued for matters that required disclosure or adjustment in these condensed consolidated financial statements.
 
Dividends Declared
 
On May 8, 2019, the Company’s Board of Directors approved a quarterly dividend of $0.10 per share payable in cash on June 14, 2019 to stockholders of record as of the close of business on May 31, 2019 (see Note 8).
 
 
38
 
 
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, Long Island and Westchester County, 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 ended March 31, 2019 and 2018, 91.4% and 97.2% of KICO’s direct written premiums came from the New York policies.
 
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. These expenses include legal and auditing fees, executive employment costs, and other costs directly associated with being a public company.
 
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 liability: We offer businessowners policies, which consist primarily of small business retail, service, and office risks, with limited residential exposure. We also write artisan’s liability policies for small independent contractors with smaller sized workforces.  In addition, we write special multi-peril policies for larger and more specialized businessowners risks, including those with limited residential exposures. Further, we offer commercial umbrella policies written above our supporting commercial lines policies.
 
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.
 
 
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Net underwriting expense ratio:  The net underwriting expense ratio is a measure of an insurance company’s operational efficiency in administering its business. Expressed as a percentage, this is the ratio of the sum of acquisition costs (the most significant being commissions paid to our producers) and other underwriting expenses less ceding commission revenue less other income to net premiums earned.
 
Net combined ratio:  The net combined ratio is a measure of an insurance company’s overall underwriting profit. This is the sum of the net loss and net underwriting expense ratios. If the net combined ratio is at or above 100 percent, an insurance company cannot be profitable without investment income, and may not be profitable if investment income is insufficient.
 
Underwriting income: Underwriting income is net pre-tax income attributable to our insurance underwriting business before investment activity. It excludes net investment income, net realized gains from investments, and depreciation and amortization (net premiums earned less expenses included in combined ratio). Underwriting income is a measure of an insurance company’s overall operating profitability before items such as investment income, depreciation and amortization, interest expense and income taxes.
 
Critical Accounting Policies and Estimates
 
Our condensed consolidated financial statements include the accounts of Kingstone Companies, Inc. and all majority-owned and controlled subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make estimates and assumptions in certain circumstances that affect amounts reported in our 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 first quarter results were disappointing due to weather related catastrophe events and a re-evaluation of our claims reserves, we were pleased with our continuing year over year growth. We anticipate launching homeowners products in Maine during 2019, which will add to our already expanding market share in the Northeast.
 
Turning to fiscal year 2019 expectations, based on our current view of the marketplace, and including the disappointing first quarter results, we expect the following:
 
A GAAP combined ratio, excluding catastrophe losses, between 88% and 91%.
 
This assumes no additional prior-year casualty reserve development; and
 
Catastrophe losses of approximately 4.0 to 5.0 points.
 
 
 
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Consolidated Results of Operations
 
Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018
 
The following table summarizes the changes in the results of our operations (in thousands) for the periods indicated:

 
 
Three months ended March 31,
 
($ in thousands)
 
2019
 
 
2018
 
 
Change
 
 
Percent
 
Revenues 
 
 
 
 
 
 
 
 
 
 
 
 
Direct written premiums
 $37,489 
 $31,526 
 $5,963 
  18.9%
Assumed written premiums
  - 
  - 
  - 
  n/a
 
  37,489 
  31,526 
  5,963 
  18.9%
Ceded written premiums
    
    
    
    
Ceded to quota share treaties (1)
  2,659 
  4,406 
  (1,747)
  (39.7)%
Ceded to excess of loss treaties
  404 
  288 
  116 
  40.3%
Ceded to catastrophe treaties
  4,065 
  3,132 
  933 
  29.8%
Total ceded written premiums
  7,128 
  7,826 
  (698)
  (8.9)%
 
    
    
    
    
Net written premiums
  30,361 
  23,700 
  6,661 
  28.1%
 
    
    
    
    
Change in unearned premiums
    
    
    
    
Direct and assumed
  (628)
  (1,007)
  379 
  (37.6)%
Ceded to quota share treaties
  (137)
  144 
  (281)
  (195.1)%
Change in net unearned premiums
  (765)
  (863)
  98 
  (11.4)%
 
    
    
    
    
Premiums earned
    
    
    
    
Direct and assumed
  36,861 
  30,520 
  6,341 
  20.8%
Ceded to reinsurance treaties
  (7,265)
  (7,682)
  417 
  (5.4)%
Net premiums earned
  29,596 
  22,838 
  6,758 
  29.6%
Ceding commission revenue
    
    
    
    
Excluding the effect of catastrophes
  1,278 
  2,029 
  (751)
  (37.0)%
Effect of catastrophes
  - 
  (334)
  334 
  n/a%
Total ceding commission revenue
  1,278 
  1,695 
  (417)
  (24.6)%
Net investment income
  1,624 
  1,384 
  240 
  17.3%
Net gains (losses) on investments
  2,035 
  (523)
  2,558 
  (489.1)%
Other income
  366 
  308 
  58 
  18.8%
Total revenues
  34,899 
  25,702 
  9,197 
  35.8%
Expenses 
    
    
    
    
Loss and loss adjustment expenses
    
    
    
    
Direct and assumed:
    
    
    
    
Loss and loss adjustment expenses excluding the effect of catastrophes
  26,643 
  12,541 
  14,102 
  112.4%
Losses from catastrophes (2)
  5,627 
  10,337 
  (4,710)
  (45.6)%
Total direct and assumed loss and loss adjustment expenses
  32,270 
  22,878 
  9,392 
  41.1%
 
    
    
    
    
Ceded loss and loss adjustment expenses:
    
    
    
    
Loss and loss adjustment expenses excluding the effect of catastrophes
  2,572 
  821 
  1,751 
  213.3%
Losses from catastrophes (2)
  564 
  4,791 
  (4,227)
  (88.2)%
Total ceded loss and loss adjustment expenses
  3,136 
  5,612 
  (2,476)
  (44.1)%
 
    
    
    
    
Net loss and loss adjustment expenses:
    
    
    
    
Loss and loss adjustment expenses excluding the effect of catastrophes
  24,071 
  11,720 
  12,351 
  105.4%
Losses from catastrophes (2)
  5,063 
  5,546 
  (483)
  (8.7)%
Net loss and loss adjustment expenses
  29,134 
  17,266 
  11,868 
  68.7%
 
    
    
    
    
Commission expense
  6,853 
  5,800 
  1,053 
  18.2%
Other underwriting expenses
  6,136 
  5,032 
  1,104 
  21.9%
Other operating expenses
  972 
  247 
  725 
  293.5%
Depreciation and amortization
  602 
  409 
  193 
  47.2%
Interest expense
  457 
  457 
  - 
  -%
Total expenses
  44,154 
  29,211 
  14,943 
  51.2%
 
    
    
    
    
Loss from operations before taxes
  (9,255)
  (3,509)
  (5,746)
  163.8%
Income tax benefit
  (1,920)
  (791)
  (1,129)
  142.7%
Net loss
 $(7,335)
 $(2,718)
 $(4,617)
  169.9%
 
(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 three months ended March 31, 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.
 
 
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Three months ended March 31,
 
 
 
2019
 
 
2018
 
 
Percentage Point Change
 
 
Percent Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Key ratios:
 
 
 
 
 
 
 
 
 
 
 
 
Net loss ratio
  98.4%
  75.6%
  22.8 
  30.2%
Net underwriting expense ratio
  38.5%
  38.7%
  (0.2)
  (0.5)%
Net combined ratio
  136.9%
  114.3%
  22.6 
  19.8%
 
Direct Written Premiums
 
Direct written premiums during the three months ended March 31, 2019 (“Three Months 2019”) were $37,489,000 compared to $31,526,000 during the three months ended March 31, 2018 (“Three Months 2018”). The increase of $5,963,000, or 18.9%, was primarily due to an increase in policies in-force during Three Months 2019 as compared to Three 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 19.0% as of March 31, 2019 compared to March 31, 2018.
 
In 2017, we started writing homeowners’ policies in New Jersey and Rhode Island, 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 $3,232,000 in Three Months 2019, compared to $897,000 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 March 31,
 

 
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, 2018 and 2017.
 
 
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Net written premiums increased $6,661,000, or 28.1%, to $30,361,000 in Three Months 2019 from $23,700,000 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 is currently subject to a quota share treaty. A reduction to the quota share percentage or elimination of a quota share treaty will reduce our ceded written premiums, which will result in a corresponding increase to our net written premiums. 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.
 
Excess of loss reinsurance treaties
 
An increase in written premiums will increase the premiums ceded under our excess of loss treaties. In Three Months 2019, our ceded excess of loss reinsurance premiums increased by $116,000 over the comparable ceded premiums for Three 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 Three Months 2019, our premiums ceded under catastrophe treaties increased by $933,000 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 $6,758,000, or 29.6%, to $29,596,000 in Three Months 2019 from $22,838,000 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.
 
Ceding Commission Revenue
 
The following table details the quota share provisional ceding commission rates in effect during Three Months 2019 and Three Month 2018. This table should be referred to in conjunction with the discussion for ceding commission revenue that follows.
 
 
 
Three months ended
 
 
 
March 31,
 
 
 
2019
 
 
2018
 
 
 
("2017/2019 Treaty")
 
 
("2017/2019 Treaty")
 
 


 Provisional ceding commission rate on quota share treaty


Personal lines
  53%
  53%
 
 
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The following table summarizes the changes in the components of ceding commission revenue (in thousands) for the periods indicated:
 
 
 
Three months ended March 31,
 
($ in thousands)
 
2019
 
 
2018
 
 
Change
 
 
Percent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provisional ceding commissions earned
 $1,318 
 $2,067 
 $(749)
  (36.2)%
 
    
    
    
    
Contingent ceding commissions earned
    
    
    
    
Contingent ceding commissions earned excluding
    
    
    
    
the effect of catastrophes
  (40)
  (38)
  (2)
  5.3%
Effect of catastrophes on ceding commissions earned
  - 
  (334)
  334 
  n/a 
Contingent ceding commissions earned
  (40)
  (372)
  332 
  (89.2)%
 
    
    
    
    
Total ceding commission revenue
 $1,278 
 $1,695 
 $(417)
  (24.6)%
 
Ceding commission revenue was $1,278,000 in Three Months 2019 compared to $1,695,000 in Three Months 2018. The decrease of $417,000, or 24.6%, 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 $749,000 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 Three Months 2018, catastrophe losses of $1,387,000 were ceded under our personal lines quota share treaty. These catastrophe losses resulted in the Loss Ratios for the period July 1, 2017 through March 31, 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 $334,000 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 Three Months 2019, catastrophe losses of $564,000 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.
 
 
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Net Investment Income
 
Net investment income was $1,624,000 in Three Months 2019 compared to $1,384,000 in Three Months 2018. The increase of $241,000, or 17.4%, was due to an increase in average invested assets in Three Months 2019. The average yield on invested assets was 3.67% as of March 31, 2019 compared to 3.73% as of March 31, 2018. The pre-tax equivalent yield on invested assets was 3.41% and 3.38% as of March 31, 2019 and 2018, respectively.
 
Cash and invested assets were $201,878,000 as of March 31, 2019, compared to $184,242,000 as of March 31, 2018. The $17,636,000 increase in cash and invested assets resulted primarily from increased operating cash flows for the period after March 31, 2018.
 
Net Gains and Losses on Investments
 
Net gains on investments were $2,035,000 in Three Months 2019 compared to a net loss of $523,000 in Three Months 2018. Unrealized gains on our equity securities and other investments in Three Months 2019 were $2,061,000, compared to unrealized loss of $279,000 in Three Months 2018. Realized losses on investments was $25,000 in Three Months 2019 compared to realized losses of $244,000 in Three Months 2018.
 
Other Income
 
Other income was $366,000 in Three Months 2019 compared to $308,000 in Three Months 2018. The increase of $57,000, or 18.5%, 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 $29,134,000 for Three Months 2019 compared to $17,266,000 for Three Months 2018. The net loss ratio was 98.4% in Three Months 2019 compared to 75.6% in Three Months 2018, an increase of 22.8 percentage points.
 
The following graphs summarize the changes in the components of net loss ratio for the periods indicated: 
 
(Components may not sum to totals due to rounding)
 
 
 
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During Three Months 2019, the loss ratio was abnormally high due to three factors. First, there were three winter weather events classified as a catastrophe with a net impact of $5.1 million, having a 17.2-point impact on the loss ratio. These included two severe freeze events in January where temperatures in the New York metropolitan area fell into the single digits for several days. None of the events reached the per occurrence catastrophe reinsurance retention of $5 million, so unlike the catastrophes affecting Three Months 2018, there was no recovery from our catastrophe reinsurance treaty. The 17.2-point catastrophe impact for Three Months 2019 compares to the 24.3-point impact for Three Months 2018, or a decrease in the impact from catastrophes of 7.1 points.
 
The second major impact on the loss ratio was reserve strengthening for prior years of $4.5 million, having a 15.1-point impact. This compares to 0.4 points of favorable development in Three Months 2018, or an increase of 15.5 points in the impact of prior year loss development.
 
During Three Months 2019, we completed an outside review of our claims practices that revealed several areas of opportunity to improve claim outcomes. As a result, it was determined that significant case reserve strengthening was required for older liability claims, primarily affecting the ultimate loss projections for commercial lines business in accident years 2014, 2016, and 2017.
 
Finally, the underlying loss ratio excluding the impact of catastrophes and prior year development was 66.1% for Three Months 2019, an increase of 14.3 points from the 51.8% underlying loss ratio recorded for Three Months 2018.  The underlying loss ratio increased compared to Three Months 2018 due to higher average claim severity driven by property claims from fires and non-weather water damage. In addition, the core loss ratio for Three Months 2019 was impacted by re-estimation of loss ratios for the current year as a result of increases in our prior year loss ratio estimates for commercial lines and other liability lines. See table below under “Additional Financial Information” summarizing net loss ratios by line of business.
 
Beginning in March 2019, we took steps to dramatically improve our claims operations by hiring additional professional staff, strengthened claims reserves as described above and made changes to practices and procedures. These steps leave us well positioned to most effectively handle our expansion and growth.
 
Commission Expense
 
Commission expense was $6,853,000 in Three Months 2019 or 18.2% of direct earned premiums. Commission expense was $5,800,000 in Three Months 2018 or 19.0% of direct earned premiums. The increase of $1,053,000 is primarily 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 $6,136,000 in Three Months 2019 compared to $5,032,000 in Three Months 2018. The increase of $1,104,000, or 21.9%, was primarily due to expenses related to growth in direct written premiums and professional fees. 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. Professional fees increased by $238,000, or 77.5%. The increase was due to fees paid for an outside review of our claims practices as discussed in Net Loss and LAE above. The percentage increase of other underwriting expenses without professional fees was 18.3%, which is less than the 18.9% increase in total direct written premiums.
 
Our largest component of other underwriting expenses is salaries and employment, which costs were $2,551,000 in Three Months 2019 compared to $2,186,000 in Three Months 2018. The increase of $365,000, or 16.7%, was less than the 18.9% 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.
 
Our net underwriting expense ratio in Three Months 2019 was 38.5% compared to 38.7% in Three Months 2018. The following table shows the individual components of our net underwriting expense ratio for the periods indicated:
 
 
 
 
Three months ended
 
 
 
 
 
 
March 31,
 
 
Percentage   Point Change
 
 
 
 2019
 
 
 2018
 
 
 
 
Ceding commission revenue - provisional
  (4.5)%
  (9.1)%
  4.6 
Ceding commission revenue - contingent
  0.1 
  1.6 
  (1.5)
Other income
  (1.1)
  (1.3)
  0.2 
Acquisition costs and other underwriting expenses:
    
    
    
Commission expense
  23.2 
  25.4 
  (2.2)
 
  17.7 
  16.6 
  1.1 
 Other underwriting expenses
    
    
    
Employment costs
  8.6 
  9.6 
  (1.0)
Professional fees
  1.8 
  1.3 
  0.5 
Other expenses
  10.4 
  11.2 
  (0.8)
Total other underwriting expenses
  20.8 
  22.1 
  (1.3)
 
    
    
    
Net underwriting expense ratio
  38.5%
  38.7%
  (0.2)
 
 
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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 commissions and other underwriting expenses improved in nearly all categories, resulting in an overall 0.2 percentage point decrease in the net underwriting expense ratio.
 
The 1.3 percentage point decrease in our other underwriting expense ratio excluding the impact of ceding commission revenue and commission expense was driven by a decline of 1.8 percentage points from the impact of employment costs and other expenses, partially offset by a 0.5-point increase in professional fees as described above.
 
Other Operating Expenses
 
Other operating expenses, related to the expenses of our holding company, were $972,000 in Three Months 2019 compared to $247,000 in Three Months 2018. The increase in Three Months 2019 of 725,000, or 293.5%, was primarily due to an absence of change to accrued executive bonus compensation in Three Months 2019, compared to a decrease in Three Months 2018. Executive bonus compensation is accrued pursuant to the employment agreement effective January 1, 2017 with Barry B. Goldstein, our Executive Chairman. 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 March 31, 2019 will only be paid if the three-year computation meets the required terms of profitability. In addition, there was an increase in salary and equity compensation due to the hiring of Dale A. Thatcher at the end of Three Months 2018, our new Chief Operating Officer, before he assumed the role of Chief Executive Officer effective January 1, 2019.
 
Depreciation and Amortization
 
Depreciation and amortization was $602,000 in Three Months 2019 compared to $409,000 in Three Months 2018. The increase of $193,000, or 47.2%, 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 in Three Months 2019 and Three Months 2018 was $457,000.  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 Three Months 2019 was $1,920,000, which resulted in an effective tax rate of 20.7%. Income tax benefit in Three Months 2018 was $791,000, which resulted in an effective tax rate of 22.5%. Loss before taxes was $9,255,000 in Three Months 2019 compared to loss before taxes of $3,509,000 in Three Months 2018.
 
Net Loss
 
Net loss was $7,335,000 in Three Months 2019 compared to net loss of $2,718,000 in Three Months 2018. The increase in net loss of $4,617,000, (or 169.9%), 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.
 
 
47
 
 
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
 
 
 
March 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Gross premiums written:
 
 
 
 
 
 
Personal lines
 $30,098,969 
 $24,825,452 
Commercial lines
  4,586,388 
  4,286,391 
Livery physical damage
  2,730,086 
  2,354,070 
Other(1)
  73,071 
  60,706 
Total
 $37,488,514 
 $31,526,619 
 
    
    
Net premiums written:
    
    
Personal lines(2)
 $23,503,863 
 $17,443,911 
Commercial lines
  4,060,361 
  3,852,371 
Livery physical damage
  2,730,086 
  2,356,070 
Other(1)
  66,295 
  50,032 
Total
 $30,360,605 
 $23,702,384 
 
    
    
Net premiums earned:
    
    
Personal lines(2)
 $23,420,874 
 $17,040,256 
Commercial lines
  3,599,316 
  3,229,970 
Livery physical damage
  2,517,682 
  2,520,684 
Other(1)
  58,017 
  46,707 
Total
 $29,595,889 
 $22,837,617 
 
    
    
Net loss and loss adjustment expenses(3):
    
    
Personal lines
 $20,402,544 
 $12,961,206 
Commercial lines
  6,669,223 
  2,449,598 
Livery physical damage
  1,217,303 
  1,164,081 
Other(1)
  150,504 
  58,674 
Unallocated loss adjustment expenses
  694,650 
  632,771 
Total
 $29,134,224 
 $17,266,330 
 
    
    
Net loss ratio(3):
    
    
Personal lines
  87.1%
  76.1%
Commercial lines
  185.3%
  75.8%
Livery physical damage
  48.4%
  46.2%
Other(1)
  259.4%
  125.6%
Total
  98.4%
  75.6%
 
(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)
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.
(3)
See discussions above with regard to “Net Loss and LAE”, as to catastrophe losses in 2019 and 2018.
 
 
48
 
 
Insurance Underwriting Business on a Standalone Basis
 
Our insurance underwriting business reported on a standalone basis for the periods indicated is as follows:
 
 
 
Three months ended
 
 
 
March 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Revenues 
 
 
 
 
 
 
Net premiums earned
 $29,595,889 
 $22,837,617 
Ceding commission revenue
  1,277,683 
  1,695,158 
Net investment income
  1,599,932 
  1,383,989 
Net gains (losses) on investments
  1,993,563 
  (523,127)
Other income
  314,738 
  292,222 
Total revenues
  34,781,805 
  25,685,859 
 
    
    
Expenses 
    
    
Loss and loss adjustment expenses
  29,134,224 
  17,266,330 
Commission expense
  6,853,416 
  5,799,948 
Other underwriting expenses
  6,135,991 
  5,031,503 
Depreciation and amortization
  578,353 
  409,431 
Total expenses
  42,701,984 
  28,507,212 
 
    
    
Loss from operations
  (7,920,179)
  (2,821,353)
Income benefit
  (1,702,971)
  (610,280)
Net loss
 $(6,217,208)
 $(2,211,073)
 
    
    
Key Measures:
    
    
Net loss ratio
  98.4%
  75.6%
Net underwriting expense ratio
  38.5%
  38.7%
Net combined ratio
  136.9%
  114.3%
 
    
    
Reconciliation of net underwriting expense ratio:
    
    
Acquisition costs and other
    
    
underwriting expenses
 $12,989,407 
 $10,831,451 
Less: Ceding commission revenue
  (1,277,683)
  (1,695,158)
Less: Other income
  (314,738)
  (292,222)
Net underwriting expenses
 $11,396,986 
 $8,844,071 
 
    
    
Net premiums earned
 $29,595,889 
 $22,837,617 
 
    
    
Net Underwriting Expense Ratio
  38.5%
  38.7%
 
 
49
 
 
An analysis of our direct, assumed and ceded earned premiums, loss and loss adjustment expenses, and loss ratios is shown below:
 
 
 
Direct
 
 
Assumed
 
 
Ceded
 
 
Net
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
Written premiums
 $37,488,548 
 $(34)
 $(7,127,909)
 $30,360,605 
Change in unearned premiums
  (628,067)
  195 
  (136,844)
  (764,716)
Earned premiums
 $36,860,481 
 $161 
 $(7,264,753)
 $29,595,889 
 
    
    
    
    
Loss and loss adjustment expenses exluding
    
    
    
    
the effect of catastrophes
 $26,645,777 
 $(3,002)
 $(2,571,747)
 $24,071,028 
Catastrophe loss
  5,627,343 
  - 
  (564,147)
  5,063,196 
Loss and loss adjustment expenses
 $32,273,120 
 $(3,002)
 $(3,135,894)
 $29,134,224 
 
    
    
    
    
Loss ratio excluding the effect of catastrophes
  72.3%
  -1864.6%
  35.4%
  81.3%
Catastrophe loss
  15.3%
  0.0%
  7.8%
  17.1%
Loss ratio
  87.6%
  -1864.6%
  43.2%
  98.4%
 
    
    
    
    
Three months ended March 31, 2018
    
    
    
    
Written premiums
 $31,526,283 
 $336 
 $(7,826,235)
 $23,700,384 
Change in unearned premiums
  (1,008,869)
  1,901 
  144,201 
  (862,767)
Earned premiums
 $30,517,414 
 $2,237 
 $(7,682,034)
 $22,837,617 
 
    
    
    
    
Loss and loss adjustment expenses exluding
    
    
    
    
the effect of catastrophes
 $12,519,241 
 $21,415 
 $(821,175)
 $11,719,481 
Catastrophe loss
  10,337,730 
  - 
  (4,790,881)
  5,546,849 
Loss and loss adjustment expenses
 $22,856,971 
 $21,415 
 $(5,612,056)
 $17,266,330 
 
    
    
    
    
Loss ratio excluding the effect of catastrophes
  41.0%
  957.3%
  10.7%
  51.3%
Catastrophe loss
  33.9%
  0.0%
  62.4%
  24.3%
Loss ratio
  74.9%
  957.3%
  73.1%
  75.6%
 
 
50
 
 
The key measures for our insurance underwriting business for the periods indicated are as follows:
 
 
 
Three months ended
 
 
 
March 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Net premiums earned
 $29,595,889 
 $22,837,617 
Ceding commission revenue
  1,277,683 
  1,695,158 
Other income
  314,738 
  292,222 
 
    
    
Loss and loss adjustment expenses (1)
  29,134,224 
  17,266,330 
 
    
    
Acquisition costs and other underwriting expenses:
    
    
Commission expense
  6,853,416 
  5,799,948 
Other underwriting expenses
  6,135,991 
  5,031,503 
Total acquisition costs and other
    
    
underwriting expenses
  12,989,407 
  10,831,451 
 
    
    
Underwriting income
 $(10,935,321)
 $(3,272,784)
 
    
    
Key Measures:
    
    
Net loss ratio excluding the effect of catastrophes
  81.3%
  51.3%
Effect of catastrophe loss on net loss ratio (1)
  17.1%
  24.3%
Net loss ratio
  98.4%
  75.6%
 
    
    
Net underwriting expense ratio excluding the
    
    
effect of catastrophes
  38.5%
  37.4%
Effect of catastrophe loss on net underwriting
    
    
expense ratio (2)
  0.0%
  1.3%
Net underwriting expense ratio
  38.5%
  38.7%
 
    
    
Net combined ratio excluding the effect
    
    
of catastrophes
  119.8%
  88.7%
Effect of catastrophe loss on net combined
    
    
ratio (1) (2)
  17.1%
  25.6%
Net combined ratio
  136.9%
  114.3%
 
    
    
Reconciliation of net underwriting expense ratio:
    
    
Acquisition costs and other
    
    
underwriting expenses
 $12,989,407 
 $10,831,451 
Less: Ceding commission revenue (2)
  (1,277,683)
  (1,695,158)
Less: Other income
  (314,738)
  (292,222)
  
 $11,396,986 
 $8,844,071 
 
    
    
Net earned premium
 $29,595,889 
 $22,837,617 
 
    
    
Net Underwriting Expense Ratio
  38.5%
  38.7%
 
(1) For the three months ended March 31, 2019 and 2018, includes the sum of net catastrophe losses and loss adjustment expenses of $5,063,196 and $5,546,849, respectively.
(2) For the three months ended March 31, 2018, the effect of catastrophe loss on our net underwriting expense ratio includes the effect of reduced contingent ceding commission revenue by $334,139 and does not include the indirect effects of a $29,167 decrease in other underwriting expenses.
 
 
51
 
 
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 March 31, 2019 and December 31, 2018:
 
 
 
March 31, 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
 $8,229,100 
 $70,628 
 $- 
 $(9,784)
 $8,289,944 
  5.2%
 
    
    
    
    
    
    
Political subdivisions of States, Territories and Possessions
  5,688,302 
  117,032 
  - 
  (6,230)
  5,799,104 
  3.6%
 
    
    
    
    
    
    
Corporate and other bonds
    
    
    
    
    
    
Industrial and miscellaneous
  124,354,135 
  1,368,129 
  (57,955)
  (710,936)
  124,953,373 
  77.8%
 
    
    
    
    
    
    
Residential mortgage and other asset backed securities (1)
  21,648,213 
  271,364 
  (95,026)
  (389,820)
  21,434,731 
  13.4%
Total fixed-maturity securities
 $159,919,750 
 $1,827,153 
 $(152,981)
 $(1,116,770)
 $160,477,152 
 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 March 31, 2019, the estimated fair value of the eligible investments was approximately $5,553,000. KICO will retain all rights regarding all securities if pledged as collateral. As of March 31, 2019, there was no outstanding balance on the FHLBNY credit line.
 
 
52
 
 
 
 
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.
 
 
53
 
 
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 March 31, 2019 and December 31, 2018:
 
 
 
March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
Estimated
 
 
% of
 
 
 
 
 
 
Gross
 
 
Gross
 
 
Fair
 
 
Estimated
 
Category 
 
Cost
 
 
Gains
 
 
Losses
 
 
Value
 
 
Fair Value
 
 
 
 
 
Equity Securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stocks
 $7,882,618 
 $109,135 
 $(101,961)
 $7,889,792 
  40.1%
Common stocks and exchange
    
    
    
    
    
traded mutual funds
  11,763,863 
  679,795 
  (669,463)
  11,774,195 
  59.9%
Total
 $19,646,481 
 $788,930 
 $(771,424)
 $19,663,987 
  100.0%
 
 
 
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%
 
 
54
 
 
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 gains of our other investments as of March 31, 2019 and December 31, 2018:
 
 
 
March 31, 2019
 
 
December 31, 2018
 
 
 
 
 
 
 
 
 
Gross
 
 
Estimated
 
 
 
 
 
Gross
 
 
Estimated
 
Category 
 
Cost
 
 
Gains
 
 
Fair Value
 
 
Cost
 
 
Losses
 
 
Fair Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hedge fund
 $1,999,381 
 $148,564 
 $2,147,945 
 $1,999,381 
 $(144,156)
 $1,855,225 
Total
 $1,999,381 
 $148,564 
 $2,147,945 
 $1,999,381 
 $(144,156)
 $1,855,225 
 
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 March 31, 2019 and December 31, 2018:
 
 
 
March 31, 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
 $729,517 
 $147,522 
 $(1,177)
 $- 
 $875,862 
  21.5%
 
    
    
    
    
    
    
Political subdivisions of States,
    
    
    
    
    
    
Territories and Possessions
  998,759 
  45,676 
  - 
  - 
  1,044,435 
  25.6%
 
    
    
    
    
    
    
Corporate and other bonds
    
    
    
    
    
    
Industrial and miscellaneous
  2,096,344 
  65,540 
  - 
  (5,570)
  2,156,314 
  52.9%
 
    
    
    
    
    
    
Total
 $3,824,620 
 $258,738 
 $(1,177)
 $(5,570)
 $4,076,611 
  100.0%
 
 
55
 
 
 
 
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%
 
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 March 31, 2019 and December 31, 2018 is shown below:
 
 
 
March 31, 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 
  2,676,159 
  2,996,685 
  3,036,531 
Five to ten years
  619,780 
  646,413 
  619,663 
  635,846 
More than 10 years
  606,517 
  754,039 
  606,507 
  754,039 
Total
 $3,824,620 
 $4,076,611 
 $4,222,855 
 $4,426,416 
 
    
    
    
    
 
 
56
 
 
Credit Rating of Fixed-Maturity Securities
 
The table below summarizes the credit quality of our available-for-sale fixed-maturity securities as of March 31, 2019 and December 31, 2018 as rated by Standard & Poor’s (or, if unavailable from Standard & Poor’s, then Moody’s or Fitch):
 
 
 
March 31, 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
 $8,289,944 
  5.2%
 $8,220,381 
  5.4%
 
    
    
    
    
 Corporate and municipal bonds
    
    
    
    
 AAA
  979,734 
  0.6%
  979,123 
  0.6%
 AA
  7,843,795 
  4.9%
  8,350,910 
  5.5%
 A
  33,549,454
  20.9%
  27,665,961 
  18.2%
 BBB
  88,379,494 
  55.1%
  85,095,907 
  56.1%
 Total corporate and municipal bonds
 130,752,477
  81.5%
  122,091,901 
  80.4%
 
    
    
    
    
 Residential mortgage backed securities
    
    
    
    
 AAA
  1,000,884 
  0.6%
  999,640 
  0.7%
 AA
  12,781,194
 8.0%
  12,743,906 
  8.5%
 A
  4,785,217 
  3.0%
  4,777,356 
  3.1%
 CCC
  1,460,455 
  0.9%
  1,440,825 
  0.9%
 CC
  - 
  0.0%
  109,648 
  0.1%
 C
  22,906 
  0.0%
  24,050 
  0.0%
 D
  375,464 
  0.2%
  390,542 
  0.3%
 Non rated
  1,008,611 
  0.6%
  979,267 
  0.6%
 Total residential mortgage backed securities
  21,434,731
  13.3%
  21,465,234 
  14.2%
 
    
    
    
    
 Total
 $160,477,152 
  100.0%
 $151,777,516 
  100.0%
 
 
57
 
 
The table below summarizes the average yield by type of fixed-maturity security as of March 31, 2019 and December 31, 2018:
 
Category 
 
March 31,
2019
 
 
December 31,
2018
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
  2.15%
  2.20%
 
    
    
Political subdivisions of States,
    
    
Territories and Possessions
  3.51%
  3.62%
 
    
    
Corporate and other bonds
    
    
Industrial and miscellaneous
  3.95%
  4.11%
 
    
    
Residential mortgage and other asset backed securities
  1.98%
  1.94%
 
    
    
Total
  3.58%
  3.68%
 
The table below lists the weighted average maturity and effective duration in years on our fixed-maturity securities as of March 31, 2019 and December 31, 2018:
 
 
 
March 31,
2019
 
 
December 31,
2018
 
Weighted average effective maturity
  5.4 
  5.6 
 
    
    
Weighted average final maturity
  6.7 
  6.9 
 
    
    
Effective duration
  4.5 
  4.6 
 
58
 
 
Fair Value Consideration
 
As disclosed in Note 4 to the condensed consolidated financial statements, with respect to “Fair Value Measurements,” we define fair value as the price that would be received to sell an asset or paid to transfer a liability in a transaction involving identical or comparable assets or liabilities between market participants (an “exit price”). The fair value hierarchy distinguishes between inputs based on market data from independent sources (“observable inputs”) and a reporting entity’s internal assumptions based upon the best information available when external market data is limited or unavailable (“unobservable inputs”). The fair value hierarchy prioritizes fair value measurements into three levels based on the nature of the inputs. Quoted prices in active markets for identical assets have the highest priority (“Level 1”), followed by observable inputs other than quoted prices including prices for similar but not identical assets or liabilities (“Level 2”), and unobservable inputs, including the reporting entity’s estimates of the assumption that market participants would use, having the lowest priority (“Level 3”). As of March 31, 2019 and December 31, 2018, 83% and 81%, respectively, of the investment portfolio recorded at fair value was priced based upon quoted market prices.
 
The table below summarizes the gross unrealized losses of our fixed-maturity securities available-for-sale and equity securities by length of time the security has continuously been in an unrealized loss position as of March 31, 2019 and December 31, 2018:
 
 
59
 
 
 
 
 
March 31, 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
 $- 
 $- 
  - 
 $3,972,480 
 $(9,784)
  2 
 $3,972,480 
 $(9,784)
 
    
    
    
    
    
    
    
    
Political subdivisions of States, Territories and Possessions
  - 
  - 
  - 
  825,878 
  (6,230)
  2 
  825,878 
  (6,230)
 
    
    
    
    
    
    
    
    
Corporate and other bonds industrial and miscellaneous
  9,045,064 
  (57,955)
  11 
  40,520,044 
  (710,936)
  52 
  49,565,108 
  (768,891)
 
    
    
    
    
    
    
    
    
Residential mortgage and other asset backed securities
  2,666,892 
  (95,026)
  4 
  15,432,106 
  (389,820)
  23 
  18,098,998 
  (484,846)
 
    
    
    
    
    
    
    
    
Total fixed-maturity securities
 $11,711,956 
 $(152,981)
  15 
 $60,750,508 
 $(1,116,770)
  79 
 $72,462,464 
 $(1,269,751)
 
 
60
 
 
 
 
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)
 
 
61
 
 
 There were 94 securities at March 31, 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 three months ended March 31, 2019, the primary source of cash flow for our holding company was the dividends received from KICO, subject to statutory restrictions. For the three months March 31, 2019, KICO paid dividends of $2,000,000 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 December 31, 2018 and are due and payable within one year of borrowing. The maximum allowable advance as of March 31, 2019, based on the net admitted assets as of December 31, 2018, was approximately $9,849,000. Advances are limited to the amount of available collateral, which was approximately $5,553,000 as of March 31, 2019. There were no borrowings under this facility during the three months ended March 31, 2019.
 
As of March 31, 2019, invested assets and cash in our holding company was approximately $4,497,000. 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.
 
Cash flow and liquidity are categorized into three sources: (1) operating activities; (2) investing activities; and (3) financing activities, which are shown in the following table:
 
 
Three Months Ended March 31,
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Cash flows provided by (used in):
 
 
 
 
 
 
Operating activities
 $2,702,404 
 $380,373 
Investing activities
  (6,884,358)
  (15,438,163)
Financing activities
  (1,191,969)
  (1,729,676)
Net decrease in cash and cash equivalents
  (5,373,923)
  (16,787,466)
Cash and cash equivalents, beginning of period
  21,138,403 
  48,381,633 
Cash and cash equivalents, end of period
 $15,764,480 
 $31,594,167 
 
 
62
 
 
Net cash provided by operating activities was $2,702,000 in 2019 as compared to $380,000 in 2018. The $2,283,000 increase in cash flows provided by operating activities in 2019 was primarily a result of a decrease in net income (adjusted for non-cash items) of $6,292,000, partially offset by an increase in cash arising from net fluctuations in assets and liabilities relating to operating activities of KICO as affected by the growth in its operations which are described above.
 
 
Net cash used in investing activities was $6,884,000 in 2019 compared to $15,438,000 in 2018. The $8,554,000 decrease in net cash used in investing activities was the result of a $9,118,000 decrease in sales or maturities of invested assets, which offset the $18,324,000 increase in acquisitions of invested assets and the $364,000 increase in fixed asset acquisitions in 2019.
 
Net cash used in financing activities was $1,192,000 in 2019 compared to $1,730,000 provided in 2018. The $538,000 decrease in net cash used in financing activities was primarily attributable to the purchase of $337,000 in treasury stock in 2018.
 
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 three months ended March 31, 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 three months ended March 31, 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 three months ended March 31, 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.
 
 
63
 
 
We entered into new excess of loss and catastrophe reinsurance treaties effective July 1, 2018. Material terms for our reinsurance treaties in effect for the treaty years shown below are as follows:
 
 
 
Treaty Year
 
 
 
July 1, 2018
 
 
July 1, 2017
 
 
July 1, 2016
 
 
 
to
 
 
to
 
 
to
 
Line of Busines
 
June 30, 2019
 
 
June 30, 2018
 
 
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Personal Lines:
 
 
 
 
 
 
 
 
 
Homeowners, dwelling fire and canine legal liability
 
 
 
 
 
 
 
 
 
Quota share treaty:
 
 
 
 
 
 
 
 
 
Percent ceded
  10%
  20%
  40%
Risk retained
 $900,000 
 $800,000 
 $500,000 
Losses per occurrence subject to quota share reinsurance coverage
 $1,000,000 
 $1,000,000 
 $833,333 
Excess of loss coverage and facultative facility above quota share coverage (1)
 $9,000,000 
 $9,000,000 
 $3,666,667 
 
  in excess of 
  in excess of
 
  in excess of
 
 
 $1,000,000 
 $1,000,000 
 $833,333 
Total reinsurance coverage per occurrence
 $9,100,000 
 $9,200,000 
 $4,000,000 
Losses per occurrence subject to reinsurance coverage
 $10,000,000 
 $10,000,000 
 $4,500,000 
Expiration date
  June 30, 2019 
  June 30, 2019
 
  June 30, 2017
 
 
    
    
    
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, 2019 
  June 30, 2018
 
  June 30, 2017 
 
    
    
    
Commercial Lines:
    
    
    
General liability commercial policies
    
    
    
Quota share treaty
  None 
  None 
  None 
Risk retained
 $750,000 
 $750,000 
 $500,000 
Excess of loss coverage above risk retained
 $3,750,000 
 $3,750,000 
 $4,000,000 
 
  in excess of 
  in excess of
 
  in excess of
 
 
 $750,000 
 $750,000 
 $500,000 
Total reinsurance coverage per occurrence
 $3,750,000 
 $3,750,000 
 $4,000,000 
Losses per occurrence subject to reinsurance coverage
 $4,500,000 
 $4,500,000 
 $4,500,000 
 
    
    
    
Commercial Umbrella
    
    
    
Quota share treaty:
    
    
    
Percent ceded - first $1,000,000 of coverage
  90%
  90%
  90%
Percent ceded - excess of $1,000,000 of coverage
  100%
  100%
  100%
Risk retained
 $100,000 
 $100,000 
 $100,000 
Total reinsurance coverage per occurrence
 $4,900,000 
 $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, 2019
 
  June 30, 2018
 
  June 30, 2017
 
 
    
    
    
Catastrophe Reinsurance:
    
    
    
Initial loss subject to personal lines quota share treaty
 $5,000,000 
 $5,000,000 
 $5,000,000 
Risk retained per catastrophe occurrence (2)
 $4,500,000 
 $4,000,000 
 $3,000,000 
Catastrophe loss coverage in excess of quota share coverage (3) (4)
 $445,000,000 
 $315,000,000 
 $247,000,000 
Reinstatement premium protection (5)
  Yes 
  Yes
 
  Yes
 
 
(1)
For personal lines, the 2017/2019 Treaty 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. Effective July 1, 2016, the duration of a catastrophe occurrence from windstorm, hail, tornado, hurricane and cyclone was extended to 168 consecutive hours from 120 consecutive hours.
(4)
Effective July 1, 2018, the top $50,000,000 layer of catastrophe reinsurance coverage has a two-year term expiring on June 30, 2020.
(5)
Effective July 1, 2016, reinstatement premium protection for $20,000,000 of catastrophe coverage in excess of $5,000,000.

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.
 
 
64
 
 
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
Treaty
 
 Extent of Loss
 
 Risk Retained
Personal Lines (1)

 Initial $1,000,000
 
$900,000
 
 
 $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 $5,000,000
 
$4,500,000
 
 
 $5,000,000 - $450,000,000
 
 None
 
 
 Over $450,000,000
 
100%
 
(1)
Treaty for 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. 
 
 
65
 
 
The single maximum risks per occurrence to which the Company is subject under the treaty years shown below are as follows:
 
 
 
July 1, 2017 - June 30, 2018
 
July 1, 2016 - June 30, 2017
Treaty
 
 Range of Loss
 
 Risk Retained

 Range of Loss
 
 Risk Retained
Personal Lines (1)
 
 Initial $1,000,000
 
$800,000
 
 Initial $833,333
 
$500,000
 
 
 $1,000,000 - $10,000,000
 
 None(2)
 
 $833,333 - $4,500,000
 
 None(3)
 
 
 Over $10,000,000
 
100%
 
 Over $4,500,000
 
100%
 
 
 
 
 
 
 
 
 
Personal Umbrella
 
 Initial $1,000,000
 
$100,000
 
 Initial $1,000,000
 
$100,000
 
 
 $1,000,000 - $5,000,000
 
 None
 
 $1,000,000 - $5,000,000
 
 None
 
 
 Over $5,000,000
 
100%
 
 Over $5,000,000
 
100%
 
 
 
 
 
 
 
 
 
Commercial Lines
 
 Initial $750,000
 
$750,000
 
 Initial $500,000
 
$500,000
 
 
 $750,000 - $4,500,000
 
 None(3)
 
 $500,000 - $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
 
$4,000,000
 
 Initial $5,000,000
 
$3,000,000
 
 
 $5,000,000 - $320,000,000
 
 None
 
 $5,000,000 - $252,000,000
 
 None
 
 
 Over $320,000,000
 
100%
 
 Over $252,000,000
 
100%
 
(1)
Treaty for July 1, 2017 – June 30, 2018 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. 
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
Factors That May Affect Future Results and Financial Condition
 
Based upon the factors set forth under “Factors That May Affect Future Results and Financial Condition” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2018 as well as other factors affecting our operating results and financial condition, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.  In addition, such factors, among others, may affect the accuracy of certain forward-looking statements contained in our periodic reports, including this Quarterly Report.
 
 
66
 
 
Item  3. Quantitative and Qualitative Disclosures About Market Risk.
 
This item is not applicable to smaller reporting companies.
 
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 March 31, 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.
 
 
67
 
 
PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
None.
 
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 March 31, 2019.
 
Item 3. Defaults Upon Senior Securities.
 
None.
 
Item 4. Mine Safety Disclosures.
 
Not applicable.
 
Item 5. Other Information.
 
None.
 
 
68
 

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).
 
 
 
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. 
 
 
69
 
 
SIGNATURES
  
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  
 
KINGSTONE COMPANIES, INC.
 
 
 
 
 
Dated: May 10, 2019
By:  
/s/  Dale A. Thatcher
 
 
 
Dale A. Thatcher
 
 
 
Chief Executive Officer
 
 
 
 
 
 
Dated: May 10, 2019
By:  
/s/  Victor Brodsky
 
 
 
Victor Brodsky
 
 
 
Chief Financial Officer
 

 
 

70