UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

(Mark one)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2020 2021

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________to_________ to _________

 

Commission File Number 0-1665

 

KINGSTONE COMPANIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

36-2476480

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification Number)

 

15 Joys Lane

Kingston, NY 12401

(Address of principal executive offices)

 

(845) 802-7900

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

KINS

Nasdaq Capital Market

 

Securities registered pursuant to Section 12(g) of the Act:

 

None

None

(Title of each class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Note – Checking the box above will not relieve any registrant required to ?lefile reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1673 (04-20)

 

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 filerFiler

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of June 30, 2020,2021, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $43,436,197$72,052,633 based on the closing sale price as reported on the Nasdaq Global SelectCapital Market.

 

Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

 

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.Yes o court. Yes ☐    No ☐

 

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 17, 2021,21, 2022, there were 10,701,40710,637,474 shares of common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

None

 

 

 

INDEX

 

 

 

Page No.

 

Forward-Looking Statements

 

23

 

PART I

 

 

 

 

Item 1.

Business.

 

34

 

Item 1A.

Risk Factors.

 

1819

 

Item 1B.

Unresolved Staff Comments.

 

29

 

Item 2.

Properties.

 

29

 

Item 3.

Legal Proceedings.

 

29

 

Item 4.

Mine Safety Disclosures.

 

29

 

PART II

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

30

 

Item 6.

Selected Financial Data.Reserved.

 

3130

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

31

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

 

6058

 

Item 8.

Financial Statements and Supplementary Data.

 

6058

 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 

6059

 

Item 9A.

Controls and Procedures.

 

6059

 

Item 9B.

Other Information.

 

6159

Item 9C.

Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.

59

 

PART III

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance.

 

6260

 

Item 11.

Executive Compensation.

 

6664

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

7270

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

 

7572

 

Item 14.

Principal Accountant Fees and Services.

 

7773

 

PART IV

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules.

 

7874

��

 

Item 16.

Form 10-K Summary.

 

7875

 

Signatures

 

7976

 

 

 
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PART I

 

Forward-Looking Statements

 

This Annual Report on Form 10-K (the “Annual 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 Annual 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 (“Risk Factors”) of this Annual Report under “Factors That May Affect Future Results and Financial Condition.”

 

Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward‑looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward‑looking statements. We undertake no obligation to publicly update or revise any forward‑looking statements, whether from new information, future events or otherwise except as required by law.

 

 
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Table of Contents

ITEM 1. BUSINESS.

 

ITEM 1.BUSINESS.

(a) Business Development

 

General

 

As used in this Annual Report, references to the “Company,” “we,” “us,” or “our” refer to Kingstone Companies, Inc. (“Kingstone”) and its subsidiaries.

 

We offer property and casualty insurance products to individuals through our wholly owned subsidiary, Kingstone Insurance Company (“KICO”), domiciled in the state of New York. KICO is a licensed property and casualty insurance company in New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Rhode Island, Maine, and New Hampshire. KICO is currently offering its property and casualty insurance products in New York, New Jersey, Rhode Island, Massachusetts and Connecticut. Although in 2020 KICO wrote 80% of its direct written premiums in New York, we believe that New Jersey, Connecticut, Massachusetts, and Rhode Island will represent an increasing portion of the total over the coming years.

 

In addition, through our subsidiary, Cosi Agency, Inc. (“Cosi”), a multi-state licensed general agency, we access alternative distribution channels. Through Cosi, we have the opportunity to partner with name-brand carriers and access nationwide insurance agencies. See “Distribution” below for a discussion of our distribution channels. Cosi receives commission revenue from KICO for the policies it places with others and pays commissions to these agencies. Cosi retains the profit between the commission revenue received and the commission expense paid. Net Cosi revenue is deducted against commission expense and Cosi related expenses are included in other operating expenses. Cosi related operating expenses are not included in our stand-alone insurance underwriting business and, accordingly, its expenses are not included in the calculation of our combined ratio as described below.

 

Recent Developments

 

Developments During 2021

·

Quota Share Reinsurance

Effective December 31, 2021, KICO entered into a 30% quota share reinsurance treaty for its personal lines business, which primarily consists of homeowners’ and dwelling fire policies, covering the period from December 31, 2021 through January 1, 2023.

·

Catastrophe Reinsurance Coverage

Effective July 1, 2021, KICO increased the top limit of its catastrophe reinsurance coverage from $485,000,000 to $500,000,000, which, at the time, equated to more than a 1-in-130 year storm event according to the primary industry catastrophe model that we follow.

Additionally, effective October 20, 2021, KICO purchased stub coverage to reduce its retention from a catastrophe to $5 million covering the period October 20, 2021 through December 31, 2021.

·

A.M. Best Rating

In August 2021, A.M. Best downgraded KICO’s financial strength rating from B++ (Good) to B+ (Good) and Long-Term Issuer Credit Rating (ICR) from “bbb” (Good) to “bbb-” (Good) due to a revision of operating performance to adequate from strong which reflects volatility from underwriting results caused by weather-related losses and loss reserve strengthening.  The outlook for each of these credit ratings was revised from “negative” to “stable”.

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Developments During 2020

 

 

·

Quota Share Reinsurance

   

Effective December 30, 2020, KICO terminated the 25% quota share reinsurance treaty for its personal lines business, which primarily consisted of homeowners’ and dwelling fire policies, covering the period December 15, 2019 through December 30, 2020.

 

 

·

Catastrophe Reinsurance Coverage

 

Effective July 1, 2020, KICO decreased the top limit of its catastrophe reinsurance coverage from $610,000,000 to $485,000,000, which, at the time, equated to more than a 1-in-130 year storm event according to the primary industry catastrophe model that we follow.

 

 

·

A.M. Best Rating

 

In July 2020, A.M. Best downgraded KICO’s financial strength rating from A- (excellent) to B++ (Good) as a result of KICO’s revision to its catastrophe reinsurance program effective July 1, 2020 as described above.

 

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Developments During 2019

·

Quota Share Reinsurance

Effective December 15, 2019, KICO entered into a 25% quota share reinsurance treaty for its personal lines business, which primarily consists of homeowners’ policies, covering the period from December 15, 2019 through December 31, 2020 (“2019/2020 Treaty”).

In addition to the 2019/2020 Treaty, KICO’s quota share reinsurance treaties in effect during the year ended December 31, 2019 for its personal lines business were covered under a treaty covering a two-year period from July 1, 2017 through June 30, 2019 (“2017/2019 Treaty”). Effective July 1, 2019, the 2017/2019 Treaty expired on a run-off basis.

·

Catastrophe Reinsurance Coverage

Effective July 1, 2019, KICO increased the top limit of its catastrophe reinsurance coverage from $450,000,000 to $610,000,000, which, at the time, equated to more than a 1-in-250 year storm event according to the primary industry catastrophe model that we follow.

·

Expansion into Connecticut

In the first quarter of 2019, KICO’s homeowners insurance product was launched in Connecticut.

·

Exit Commercial Liability Business

In July 2019, due to the poor performance of our commercial liability business, we made the decision to no longer underwrite commercial lines or commercial umbrella risks.

(b) Business

 

Property and Casualty Insurance

 

Overview

 

Property and casualty insurance companies provide policies in exchange for premiums paid by their customers (the “insureds”). An insurance policy is a contract between the insurance company and its insureds where the insurance company agrees to pay for losses that are covered under the contract. Such contracts are subject to legal interpretation by courts, sometimes involving legislative rulings and/or arbitration. Property insurance generally covers the financial consequences of accidental losses to the insured’s property, such as a home and the personal property in it, or a business owner’s building, inventory and equipment. Casualty insurance (also referred to as liability insurance) generally covers the financial consequences related to the legal liability of an individual or an organization resulting from negligent acts and omissions that cause bodily injury and/or property damage to a third party. Claims for property coverage generally are reported and settled in a relatively short period of time, whereas those for casualty coverage may take many years to settle.

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Table of Contents

 

We generate revenues from earned premiums, ceding commissions from quota share reinsurance, net investment income generated from our investment portfolio, and net realized gains and losses on investment securities. We also collect a variety of policy fees including installment fees, reinstatement fees, and non-sufficient fund fees related to situations involving extended premium payment plans. Earned premiums represent premiums received from insureds, which are recognized as revenue over the period of time that coverage is provided (i.e., ratably over the life of the policy). All of our policies are 12 month policies; therefore, a significant period of time can elapse between the receipt of insurance premiums and the payment of claims. During this time, KICO invests the premiums, earning investment income and generating net realized and unrealized gains and losses on associated investments.

 

Insurance companies incur a significant amount of their total expenses from insured losses, which are commonly referred to as claims. In settling insured losses, various loss adjustment expenses (“LAE”) are incurred such as insurance adjusters’ fees and legal expenses. In addition, insurance companies incur policy acquisition expenses, such as commissions paid to producers, premium taxes, and other expenses related to the underwriting process, including their employees’ compensation and benefits.

 

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The key measure of relative underwriting performance for an insurance company is the combined ratio. An insurance company’s combined ratio is calculated by taking the ratio of incurred loss and LAE to earned premiums (the “loss and LAE ratio”) and adding it to the ratio of policy acquisition and other underwriting expenses to earned premiums (the “expense ratio”). A combined ratio under 100% indicates that an insurance company is generating an underwriting profit prior to the impact of investment income. After considering investment income and investment gains or losses, insurance companies operating at a combined ratio of greater than 100% can also be profitable.

 

Business; Strategy

 

We are a multi-line regional property and casualty insurance company writing business exclusively through retail and wholesale agents and brokers (“producers”) appointed by our wholly owned subsidiary, KICO. We are licensed to write insurance policies in New York, New Jersey, Connecticut, Maine, Massachusetts, New Hampshire, Pennsylvania and Rhode Island. We are actively writing business in New York, New Jersey, Rhode Island, Massachusetts and Connecticut.

 

Additionally, through our subsidiary, Cosi, a multi-state licensed general agency, we access alternative distribution channels. Through Cosi, we have the opportunity to partner with name-brand carriers and access nationwide insurance agencies. See “Distribution” below for a discussion of our distribution channels.

 

We seek to deliver an attractive return on capital and to provide consistent earnings growth through underwriting profits and income from our investment portfolio. Our goal is to allocate capital efficiently to those lines of business that generate sustainable underwriting profits and to avoid lines of business for which an underwriting profit is not likely. Our strategy is to be the preferred multi-line property and casualty insurance company for selected producers in the geographic markets in which we operate. We believe producers place profitable business with us because we provide excellent, consistent service to insureds and claimants. Producers also value our financial stability coupled with competitive rate and commission structures.

 

Our principal objectives are to grow profitably while managing risk through prudent use of reinsurance in order to strengthen our capital base. We generate underwriting income through adequate pricing of insurance policies and by effectively managing our other underwriting and operating expenses. We are pursuing profitable growth through existing producers in existing markets, by developing new geographic markets and producer relationships, and by introducing niche products that are relevant to our producers and insureds.

 

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For the year ended December 31, 2020,2021, our gross written premiums totaled $169.3$181.7 million, a decreasean increase of 1.1%7.3% from the $171.2$169.3 million in gross written premiums for the year ended December 31, 2019. While gross written premiums were generally flat between the two years, in the year ended December 31, 2020, there was a decrease of $10.2 million of commercial lines gross written premiums as a result of our exit from this line, which was offset by an increase in the core homeowners gross written premiums of $11.2 million.2020.

 

Product Lines

 

Our product lines include the following:

 

Personal lines - Our largest line of business is personal lines, consisting of homeowners and dwelling fire multi-peril, cooperative/condominiums, renters, and personal umbrella policies. Personal lines policies accounted for 95.7%94.6% of our gross written premiums for the year ended December 31, 2020.2021.

 

Livery physical damage - We write for-hire vehicle physical damage only policies for livery and car service vehicles and taxicabs, primarily based in New York City. These policies insure only the physical damage portion of insurance for such vehicles, with no liability coverage included. These policies accounted for 4.2%5.3% of our gross written premiums for the year ended December 31, 2020.2021.

 

6

Commercial liability – Through July 2019, we offered businessowners policies, which consist primarily of small business retail, service, and office risks, with limited property exposures. We also wrote artisan’s liability policies for small independent contractors with smaller sized workforces. In addition, we wrote special multi-peril policies for larger and more specialized businessowners risks. Further, we offered commercial umbrella policies written above our supporting commercial lines policies. In July 2019, due to the poor performance of these lines, we made the decision to no longer underwrite commercial lines or commercial umbrella risks. In force policies for these lines were non-renewed at the end of their annual terms. Commercial lines policies accounted for 5.9% of our gross written premiums for the year ended December 31, 2019. We have no in force commercial lines policies as of December 31, 2020.

Table of Contents

 

Other - We write canine legal liability policies and have a small participation in mandatory state joint underwriting associations. These policies accounted for 0.1% of our gross written premiums for the year ended December 31, 2020.2021.

 

Our Competitive Strengths

 

History of Growing Our Profitable Operations

 

KICO has been in operation in the State of New York for over 130 years. We have consistently grown the amount of profitable business that we write by introducing new products, increasing volume written with our selected producers in existing markets, and developing new producer relationships and markets. KICO has earned an underwriting profit in eightseven of the past ten years, including in 2012 and 2013 when our financial results were adversely impacted by Superstorm Sandy. The extensive heritage of our insurance company subsidiary and our commitment to the markets in which we operate is a competitive advantage with producers and insureds.

 

Strong Producer Relationships

 

Within our selected producers’ offices, we compete with other property and casualty insurance carriers available to those producers. We carefully select the producers that distribute our insurance policies and continuously monitor and evaluate their performance. We believe our insurance producers value their relationships with us because we provide excellent, consistent personal service coupled with competitive rates and commission levels. We have consistently been rated by insurance producers as above average in the important areas of underwriting, claims handling and service. In the biennial performance surveys conducted by the Professional Insurance Agents of New York and New Jersey of its membership since 2010, KICO was rated as one of the top performing insurance companies in New York, twice ranking as the top rated carrier among all those surveyed.

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We offer our selected producers access to a variety of personal lines and specialty products, including some that are unique to us. We provide a multi-policy discount on homeowners policies in order to attract and retain more of this multi-line business. We have had a consistent presence in the New York market and our producers value the longevity of the relationship. We believe that the excellent service provided to our selected producers, our broad product offerings, and our consistent prices and financial stability provide a strong foundation for continued profitable growth.

 

Sophisticated Underwriting and Risk Management Practices

 

We believe that a significant underwriting advantage exists due to our local market presence and expertise. Our underwriting process evaluates and screens out certain risks based on property reports, individual insurance scoring, and information collected from physical property inspections and driving records. We maintain certain policy exclusions that reduce our exposure to risks that can create severe losses. We target a preferred risk profile in order to reduce adverse selection from risks seeking the lowest premiums and minimal coverage levels.

 

Our underwriting procedures, premium rates and policy terms support the underwriting profitability of our personal lines policies. We apply premium surcharges for certain coastal properties and maintain deductibles for hurricane-prone exposures in order to provide an appropriate premium for the risk of loss. We manage coastal risk exposure through use of individual catastrophe risk scoring and prudent use of reinsurance.

 

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Effective Utilization of Reinsurance

 

Our reinsurance treaties allow us to limit our exposure to the financial impact of catastrophe losses and to reduce our net liability on individual risks. Our reinsurance program is structured to enable us to grow our premium volume while maintaining regulatory capital and other financial ratios within thresholds used for regulatory oversight purposes.

 

Our reinsurance program also provides income from ceding commissions earned pursuant to quota share reinsurance contracts. The income we earn from ceding commissions typically exceedssubsidizes our fixed operating costs, which consist of other underwriting expenses. Quota share reinsurance treaties transfer a portion of the profit (or loss) associated with the subject insurance policies to the reinsurers.

 

Scalable, Low-Cost Operations

 

We focus on efficiently managing our expenses, and invest in tools and processes that improve the effectiveness of underwriting risks and processing claims. We evaluate the costs and benefits of each new tool or process in order to achieve optimal results. While the majority of our policies are written for risks in downstate New York, our Kingston, New York location provides a low-cost operating environment.

 

We continue to invest in improving our online application and quoting systems for our personal lines products. We have leveraged a paperless workflow management and document storage tool that has improved efficiency and reduced costs. We provide an online payment portal that allows insureds to make payments and to view policy information for all of our products in one location. Our ability to control the growth of operating and other expenses while expanding our operations and growing revenue is a key component of our business model and is important to our financial success.

 

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In 2020, we implemented the Kingstone 2.0 program which is an effort to modernize our systems. In 2020 we implemented our new claims system, filed our new homeowners program in New York, and filed our new condo/tenant and dwelling fire programs in New York, introduced a new interface for our select producers and started the conversion to our new policy management system. We have been able to make these investments without an increase in underwriting expenses.

 

Underwriting and Claims Management Philosophy

 

Our underwriting philosophy is to target niche segments for which we have detailed expertise and can take advantage of market conditions. We monitor results on a regular basis and our selected producers are reviewed by management on at least a quarterly basis.

 

We believe that our rates are appropriately competitive with other carriers in our target markets. We do not seek to grow by competing based solely upon price. We seek to develop long-term relationships with our selected producers who understand and appreciate the path we have chosen. We carefully underwrite our business utilizing industry claims databases, insurance scoring reports, physical inspection of risks and other individual risk underwriting tools. We write homeowners and dwelling fire business in coastal markets and are cognizant of our exposure to hurricanes. We have mitigated this risk through appropriate catastrophe reinsurance and application of hurricane deductibles. We handle claims fairly while ensuring that coverage provisions and exclusions are properly applied. Our claims and underwriting expertise supports our ability to grow our profitable business.

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Distribution

 

We generate business through our relationships with over 600 producers. We carefully select our producers by evaluating numerous factors such as their need for our products, premium production potential, loss history with other insurance companies that they represent, product and market knowledge, and agency size. We only distribute through agents and have never sought to distribute our products direct to the consumer. We monitor and evaluate the performance of our producers through periodic reviews of volume and profitability. Our senior executives are actively involved in managing our producer relationships.

 

Each producer is assigned to a staff underwriter and the producer can call that underwriter directly on any matter. We believe that the close relationship and personal service received from their underwriters is a principal reason producers place their business with us. Our producers have access to a KICO website portal that provides them the ability to quote risks for various products and to review policy forms and underwriting guidelines for all lines of business. We send out frequent “Producer Grams” in order to inform our producers of updates at KICO. In addition, we have an active Producer Council, made up of 11 active producers, to advise us on market developments; and we have at least one annual meeting with all of our producers.

 

During 2019, we initiated an alternative distribution program through Cosi (“Alternative Distribution”).Cosi. The goal of this program is to enhance our personal lines distribution channel to include nationally recognized name-brand carriers along with nationwide call center and digital insurance agencies. While still in early stages of development, the impact of this initiative can be measured by the amount of new premiums written compared to total premiums written, which includes renewals from our independent agency network. The table below shows premiums written by distribution channel for our homeowners and dwelling fire components of personal lines.

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Year ended

 

 

Year ended

 

($ in thousands)

 

December 31, 2020

 

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

Direct Written Pemiums

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Independent

 

$123,755

 

 

 

76.4%

 

$120,625

 

 

 

80.6%

Expansion Independent (1)

 

 

30,953

 

 

 

19.1%

 

 

24,253

 

 

 

16.2%

Alternative Distribution through Cosi

 

 

7,233

 

 

 

4.5%

 

 

4,799

 

 

 

3.2%

Total

 

$161,941

 

 

 

100.0%

 

$149,677

 

 

 

100.0%

(1)

Outside of New York

For the years ended December 31, 2020 and 2019, Alternative Distribution comprised of 4.5% and 3.2% respectively, of direct written premiums for our homeowners and dwelling fire components of personal lines.

 

Competition; Market

 

The insurance industry is highly competitive. We constantly assess and make projections of market conditions and appropriate prices for our products, but we cannot fully know our profitability until all claims have been reported and settled.

 

Our policyholders are located primarily in the downstate regions of New York State, but we are actively growing into other Northeast markets, including New Jersey and Rhode Island during 2017 followed by Massachusetts in 2018 and Connecticut in 2019. In addition, we are licensed to write insurance policies in Maine, New Hampshire and Pennsylvania. These homeowners markets align well with the niche markets that have generated profitable results in New York, and we believe that our market expertise can be effectively utilized in new markets.

 

In 2019,2020, KICO was the 14th15th largest writer of homeowners insurance in the State of New York, according to data compiled by SNL Financial LLC. Based on the same data, in 2019,2020, we had a 1.6% market share for this business. We compete with large national carriers as well as regional and local carriers in the property and casualty marketplace in New York and other states. We believe that many national and regional carriers have chosen to limit their rate of premium growth or to decrease their presence in Northeastern states due to the relatively high coastal population and associated catastrophe risk that exists in the region.

 

Given present market conditions, we believe that we have the opportunity to continue expanding the size of our personal lines business in New York, New Jersey, and other northeastern states in which we are licensed.

 

Loss and Loss Adjustment Expense Reserves

 

We are required to establish reserves for unpaid losses, including reserves for claims loss adjustment expenses (“LAE”), which represent the expenses of settling and adjusting those claims. These reserves are balance sheet liabilities representing estimates of future amounts required to pay losses and loss expenses for claims that have occurred at or before the balance sheet date, whether already known to us or not yet reported. We establish these reserves after considering all information known to us as of the date they are recorded.

 

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Loss reserves fall into two categories: case reserves for reported losses and LAE associated with specific reported claims, and reserves for losses and LAE that are incurred but not reported (“IBNR”). We establish these two categories of loss reserves as follows:

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Reserves for reported losses - When a claim is received, we establish a case reserve for the estimated amount of its ultimate settlement and its estimated loss expenses. We establish case reserves based upon the known facts about each claim at the time it is received and we may subsequently adjust case reserves as additional facts and information about the claim develops.

 

IBNR reserves - We also estimate reserves for loss and LAE amounts incurred but not reported (“IBNR”). IBNR reserves are calculated in bulk as an estimate of ultimate losses and LAE less reported losses and LAE. There are two types of IBNR; the first is a provision for claims that have occurred but are not yet reported or known. We refer to this as ‘Pure’ IBNR, and due to the fact that we write primarily quickly reported property lines of business, this type of IBNR does not make up a large portion of KICO’s total IBNR. The second type of IBNR is a provision for expected future development on known claims, from the evaluation date until the time claims are settled and closed. We refer to this as ‘Case Development’ IBNR and it makes up the majority of the IBNR that KICO records. Ultimate losses driving the determination of appropriate IBNR levels are projected by using generally accepted actuarial techniques.

 

The liability for loss and LAE represents our best estimate of the ultimate cost of all reported and unreported losses that are unpaid as of the balance sheet evaluation date. The liability for loss and LAE is estimated on an undiscounted basis, using individual case-based valuations, statistical analyses, and various actuarial procedures. The projection of future claim payments and reporting patterns is based on an analysis of our historical experience, supplemented by analyses of industry loss data. We believe that the reserves for loss and LAE are adequate to cover the ultimate cost of losses and claims to date. However, because of uncertainty from various sources, including changes in claims settlement patterns and handling procedures, litigation trends, judicial decisions, and economic conditions, actual loss experience may not conform to the assumptions used in determining the estimated amounts for such liabilities at the balance sheet date. As adjustments to these estimates become necessary, they are reflected in the period in which the estimates are changed. Because of the nature of the business historically written, we believe that we have limited exposure to asbestos and environmental claim liabilities.

 

We engage an independent external actuarial specialist (the ‘Appointed Actuary’) to opine on our recorded statutory reserves. The Appointed Actuary estimates a range of ultimate losses, along with a range and recommended central estimate of IBNR reserve amounts. Our carried IBNR reserves are based on an internal actuarial analysis and reflect management’s best estimate of unpaid loss and LAE liabilities, and fall within the range of those determined as reasonable by the Appointed Actuary.

 

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Principal Revenue and Expense Items” in Item 7 of this Annual Report and Note 2 and Note 11 in the accompanying Consolidated Financial Statements for additional information and details regarding loss and LAE reserves.

 

10

Table of Contents

Reconciliation of Loss and Loss Adjustment Expenses

 

The table below shows the reconciliation of loss and LAE on a gross and net basis, reflecting changes in losses incurred and paid losses:

 

10

Table of Contents

 

 

 Years ended

 

 

 

 December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

Balance at beginning of period

 

$80,498,611

 

 

$56,197,106

 

Less reinsurance recoverables

 

 

(15,728,224)

 

 

(15,671,247)

Net balance, beginning of period

 

 

64,770,387

 

 

 

40,525,859

 

 

 

 

 

 

 

 

 

 

Incurred related to:

 

 

 

 

 

 

 

 

Current year

 

 

66,389,907

 

 

 

79,044,301

 

Prior years

 

 

41,165

 

 

 

11,138,023

 

Total incurred

 

 

66,431,072

 

 

 

90,182,324

 

 

 

 

 

 

 

 

 

 

Paid related to:

 

 

 

 

 

 

 

 

Current year

 

 

41,100,578

 

 

 

42,861,207

 

Prior years

 

 

27,453,904

 

 

 

23,076,589

 

Total paid

 

 

68,554,482

 

 

 

65,937,796

 

 

 

 

 

 

 

 

 

 

Net balance at end of period

 

 

62,646,977

 

 

 

64,770,387

 

Add reinsurance recoverables

 

 

20,154,251

 

 

 

15,728,224

 

Balance at end of period

 

$82,801,228

 

 

$80,498,611

 

 

 

Years ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

Balance at beginning of period

 

$82,801,228

 

 

$80,498,611

 

Less reinsurance recoverables

 

 

(20,154,251)

 

 

(15,728,224)

Net balance, beginning of period

 

 

62,646,977

 

 

 

64,770,387

 

 

 

 

 

 

 

 

 

 

Incurred related to:

 

 

 

 

 

 

 

 

Current year

 

 

101,987,855

 

 

 

66,389,907

 

Prior years

 

 

(15,259)

 

 

41,165

 

Total incurred

 

 

101,972,596

 

 

 

66,431,072

 

 

 

 

 

 

 

 

 

 

Paid related to:

 

 

 

 

 

 

 

 

Current year

 

 

60,171,695

 

 

 

41,100,578

 

Prior years

 

 

20,136,812

 

 

 

27,453,904

 

Total paid

 

 

80,308,507

 

 

 

68,554,482

 

 

 

 

 

 

 

 

 

 

Net balance at end of period

 

 

84,311,066

 

 

 

62,646,977

 

Add reinsurance recoverables

 

 

10,637,679

 

 

 

20,154,251

 

Balance at end of period

 

$94,948,745

 

 

$82,801,228

 

  

Our claims reserving practices are designed to set reserves that, in the aggregate, are adequate to pay all claims at their ultimate settlement value.

 

Loss and Loss Adjustment Expenses Development

 

The table below shows the net loss development of reserves held as of each calendar year-end from 20112012 through 2020.2021.

 

The first section of the table reflects the changes in our loss and LAE reserves after each subsequent calendar year of development. The table displays the re-estimated values of incurred losses and LAE at each succeeding calendar year-end, including payments made during the years indicated. The second section of the table shows by year the cumulative amounts of loss and LAE payments, net of amounts recoverable from reinsurers, as of the end of each succeeding year. An example with respect to the net loss and LAE reserves of $7,280,000$8,520,000 as of December 31, 20102011 is as follows. By December 31, 20122013 (two years later), $4,947,000$5,661,000 had actually been paid in settlement of the claims that relate to liabilities as of December 31, 2010.2011. The re-estimated ultimate reserves for those claims as of December 31, 2012 (two years later) had grown to $8,289,000.$11,022,000.

 

The “cumulative redundancy (deficiency)” represents, as of December 31, 2020,2021, the difference between the latest re-estimated liability and the amounts as originally estimated. A redundancy means that the original estimate was higher than the current estimate. A deficiency means that the current estimate is higher than the original estimate.

 

 
11

Table of Contents

(in thousands of $)

 

2010

 

 

2011

 

 

2012

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

Reserve for loss and loss adjustment expenses, net of reinsurance recoverables

 

 

7,280

 

 

 

8,520

 

 

 

12,065

 

 

 

17,139

 

 

 

21,663

 

 

 

23,170

 

 

 

25,960

 

 

 

32,051

 

 

 

40,526

 

 

 

64,770

 

 

 

62,647

 

Net reserve estimated as of One year later

 

 

7,483

 

 

 

9,261

 

 

 

13,886

 

 

 

18,903

 

 

 

21,200

 

 

 

23,107

 

 

 

25,899

 

 

 

33,203

 

 

 

51,664

 

 

 

64,811

 

 

 

 

 

Two years later

 

 

8,289

 

 

 

11,022

 

 

 

16,875

 

 

 

18,332

 

 

 

21,501

 

 

 

24,413

 

 

 

26,970

 

 

 

42,723

 

 

 

55,145

 

 

 

 

 

 

 

 

 

Three years later

 

 

9,170

 

 

 

12,968

 

 

 

16,624

 

 

 

18,687

 

 

 

22,576

 

 

 

25,509

 

 

 

33,298

 

 

 

43,780

 

 

 

 

 

 

 

 

 

 

 

 

 

Four years later

 

 

10,128

 

 

 

12,552

 

 

 

16,767

 

 

 

19,386

 

 

 

23,243

 

 

 

28,638

 

 

 

33,342

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Five years later

 

 

9,925

 

 

 

12,440

 

 

 

16,985

 

 

 

19,449

 

 

 

25,442

 

 

 

28,506

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six years later

 

 

9,932

 

 

 

12,367

 

 

 

16,959

 

 

 

20,265

 

 

 

25,353

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seven years later

 

 

9,779

 

 

 

12,307

 

 

 

17,198

 

 

 

20,069

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eight years later

 

 

9,676

 

 

 

12,317

 

 

 

17,089

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine years later

 

 

9,736

 

 

 

12,325

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ten years later

 

 

9,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cumulative redundancy (deficiency)

 

 

(2,448)

 

 

(3,805)

 

 

(5,024)

 

 

(2,930)

 

 

(3,690)

 

 

(5,336)

 

 

(7,382)

 

 

(11,729)

 

 

(14,619)

 

 

(41)

 

 

 

 

(in thousands of $)

 

2010

 

 

2011

 

 

2012

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

Cumulative amount of reserve paid, net of reinsurance recoverable through

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One year later

 

 

3,201

 

 

 

3,237

 

 

 

4,804

 

 

 

6,156

 

 

 

8,500

 

 

 

8,503

 

 

 

9,900

 

 

 

15,795

 

 

 

23,075

 

 

 

27,454

 

 

 

 

Two years later

 

 

4,947

 

 

 

5,661

 

 

 

8,833

 

 

 

10,629

 

 

 

12,853

 

 

 

14,456

 

 

 

17,187

 

 

 

26,168

 

 

 

35,924

 

 

 

 

 

 

 

 

Three years later

 

 

6,199

 

 

 

8,221

 

 

 

11,873

 

 

 

13,571

 

 

 

16,564

 

 

 

19,533

 

 

 

23,484

 

 

 

32,704

 

 

 

 

 

 

 

 

 

 

 

 

Four years later

 

 

7,737

 

 

 

10,100

 

 

 

13,785

 

 

 

16,166

 

 

 

19,838

 

 

 

22,816

 

 

 

27,203

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Five years later

 

 

8,585

 

 

 

10,903

 

 

 

15,479

 

 

 

17,262

 

 

 

21,976

 

 

 

25,210

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six years later

 

 

8,941

 

 

 

11,417

 

 

 

15,882

 

 

 

18,265

 

 

 

23,280

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seven years later

 

 

9,275

 

 

 

11,725

 

 

 

16,152

 

 

 

18,954

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eight years later

 

 

9,559

 

 

 

11,864

 

 

 

16,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine years later

 

 

9,629

 

 

 

12,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ten years later

 

 

9,630

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net reserve -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

7,280

 

 

 

8,520

 

 

 

12,065

 

 

 

17,139

 

 

 

21,663

 

 

 

23,170

 

 

 

25,960

 

 

 

32,051

 

 

 

40,526

 

 

 

64,770

 

 

 

62,647

 

* Reinsurance Recoverable

 

 

10,432

 

 

 

9,960

 

 

 

18,420

 

 

 

17,364

 

 

 

18,250

 

 

 

16,707

 

 

 

15,777

 

 

 

16,749

 

 

 

15,671

 

 

 

15,728

 

 

 

20,154

 

* Gross reserves -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  December 31,

 

 

17,712

 

 

 

18,480

 

 

 

30,485

 

 

 

34,503

 

 

 

39,913

 

 

 

39,877

 

 

 

41,737

 

 

 

48,800

 

 

 

56,197

 

 

 

80,499

 

 

 

82,801

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net re-estimated reserve

 

 

9,728

 

 

 

12,325

 

 

 

17,089

 

 

 

20,069

 

 

 

25,353

 

 

 

28,506

 

 

 

33,342

 

 

 

43,780

 

 

 

55,145

 

 

 

64,811

 

 

 

 

 

Re-estimated reinsurance recoverable

 

 

13,140

 

 

 

13,577

 

 

 

28,342

 

 

 

22,512

 

 

 

23,667

 

 

 

21,667

 

 

 

21,300

 

 

 

21,264

 

 

 

19,551

 

 

 

16,496

 

 

 

 

 

Gross re-estimated reserve

 

 

22,868

 

 

 

25,902

 

 

 

45,431

 

 

 

42,581

 

 

 

49,020

 

 

 

50,173

 

 

 

54,642

 

 

 

65,044

 

 

 

74,696

 

 

 

81,307

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross cumulative redundancy (deficiency)

 

 

(5,156)

 

 

(7,422)

 

 

(14,946)

 

 

(8,078)

 

 

(9,107)

 

 

(10,296)

 

 

(12,905)

 

 

(16,244)

 

 

(18,499)

 

 

(808)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Components may not sum to totals due to rounding)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands of $)

 

2011

 

 

2012

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

Reserve for loss and loss adjustment expenses, net of reinsurance recoverables

 

 

8,520

 

 

 

12,065

 

 

 

17,139

 

 

 

21,663

 

 

 

23,170

 

 

 

25,960

 

 

 

32,051

 

 

 

40,526

 

 

 

64,770

 

 

 

62,647

 

 

 

84,311

 

Net reserve estimated as of One year later

 

 

9,261

 

 

 

13,886

 

 

 

18,903

 

 

 

21,200

 

 

 

23,107

 

 

 

25,899

 

 

 

33,203

 

 

 

51,664

 

 

 

64,811

 

 

 

62,632

 

 

 

 

 

Two years later

 

 

11,022

 

 

 

16,875

 

 

 

18,332

 

 

 

21,501

 

 

 

24,413

 

 

 

26,970

 

 

 

42,723

 

 

 

55,145

 

 

 

65,113

 

 

 

 

 

 

 

 

 

Three years later

 

 

12,968

 

 

 

16,624

 

 

 

18,687

 

 

 

22,576

 

 

 

25,509

 

 

 

33,298

 

 

 

43,780

 

 

 

56,346

 

 

 

 

 

 

 

 

 

 

 

 

 

Four years later

 

 

12,552

 

 

 

16,767

 

 

 

19,386

 

 

 

23,243

 

 

 

28,638

 

 

 

33,342

 

 

 

43,973

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Five years later

 

 

12,440

 

 

 

16,985

 

 

 

19,449

 

 

 

25,442

 

 

 

28,506

 

 

 

33,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six years later

 

 

12,367

 

 

 

16,959

 

 

 

20,265

 

 

 

25,353

 

 

 

28,849

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seven years later

 

 

12,307

 

 

 

17,198

 

 

 

20,069

 

 

 

25,445

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eight years later

 

 

12,317

 

 

 

17,089

 

 

 

20,129

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine years later

 

 

12,325

 

 

 

17,101

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ten years later

 

 

12,326

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cumulative redundancy (deficiency)

 

 

(3,806)

 

 

(5,036)

 

 

(2,990)

 

 

(3,782)

 

 

(5,679)

 

 

(7,160)

 

 

(11,922)

 

 

(15,820)

 

 

(343)

 

 

15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands of $)

 

2011

 

 

2012

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

Cumulative amount of reserve paid, net of reinsurance recoverable through

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One year later

 

 

3,237

 

 

 

4,804

 

 

 

6,156

 

 

 

8,500

 

 

 

8,503

 

 

 

9,900

 

 

 

15,795

 

 

 

23,075

 

 

 

27,454

 

 

 

20,137

 

 

 

 

 

Two years later

 

 

5,661

 

 

 

8,833

 

 

 

10,629

 

 

 

12,853

 

 

 

14,456

 

 

 

17,187

 

 

 

26,168

 

 

 

35,924

 

 

 

35,142

 

 

 

 

 

 

 

 

 

Three years later

 

 

8,221

 

 

 

11,873

 

 

 

13,571

 

 

 

16,564

 

 

 

19,533

 

 

 

23,484

 

 

 

32,704

 

 

 

40,264

 

 

 

 

 

 

 

 

 

 

 

 

 

Four years later

 

 

10,100

 

 

 

13,785

 

 

 

16,166

 

 

 

19,838

 

 

 

22,816

 

 

 

27,203

 

 

 

35,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Five years later

 

 

10,903

 

 

 

15,479

 

 

 

17,262

 

 

 

21,976

 

 

 

25,210

 

 

 

28,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six years later

 

 

11,417

 

 

 

15,882

 

 

 

18,265

 

 

 

23,280

 

 

 

26,298

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seven years later

 

 

11,725

 

 

 

16,152

 

 

 

18,954

 

 

 

24,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eight years later

 

 

11,864

 

 

 

16,516

 

 

 

19,511

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine years later

 

 

12,205

 

 

 

16,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ten years later

 

 

12,212

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net reserve -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

8,520

 

 

 

12,065

 

 

 

17,139

 

 

 

21,663

 

 

 

23,170

 

 

 

25,960

 

 

 

32,051

 

 

 

40,526

 

 

 

64,770

 

 

 

62,647

 

 

 

84,311

 

* Reinsurance Recoverable

 

 

9,960

 

 

 

18,420

 

 

 

17,364

 

 

 

18,250

 

 

 

16,707

 

 

 

15,777

 

 

 

16,749

 

 

 

15,671

 

 

 

15,728

 

 

 

20,154

 

 

 

10,638

 

* Gross reserves -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  December 31,

 

 

18,480

 

 

 

30,485

 

 

 

34,503

 

 

 

39,913

 

 

 

39,877

 

 

 

41,737

 

 

 

48,800

 

 

 

56,197

 

 

 

80,499

 

 

 

82,801

 

 

 

94,949

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net re-estimated reserve

 

 

12,326

 

 

 

17,101

 

 

 

20,129

 

 

 

25,445

 

 

 

28,849

 

 

 

33,120

 

 

 

43,973

 

 

 

56,346

 

 

 

65,113

 

 

 

62,632

 

 

 

 

 

Re-estimated reinsurance recoverable

 

 

13,573

 

 

 

28,330

 

 

 

22,400

 

 

 

23,585

 

 

 

21,600

 

 

 

21,031

 

 

 

21,009

 

 

 

19,337

 

 

 

15,698

 

 

 

18,814

 

 

 

 

 

Gross re-estimated reserve

 

 

25,899

 

 

 

45,431

 

 

 

42,529

 

 

 

49,030

 

 

 

50,449

 

 

 

54,151

 

 

 

64,982

 

 

 

75,683

 

 

 

80,811

 

 

 

81,446

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross cumulative redundancy (deficiency)

 

 

(7,419)

 

 

(14,946)

 

 

(8,026)

 

 

(9,117)

 

 

(10,572)

 

 

(12,414)

 

 

(16,182)

 

 

(19,486)

 

 

(312)

 

 

1,355

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Components may not sum to totals due to rounding)

  

 
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Reinsurance

 

We purchase reinsurance to reduce our net liability on individual risks, to protect against possible catastrophes, to remain within a target ratio of net premiums written to policyholders’ surplus, and to expand our underwriting capacity. Participation in reinsurance arrangements does not relieve us from our obligations to policyholders. Our reinsurance program is structured to reflect our obligations and goals. 

 

Reinsurance via quota share allows a carrier to write business without increasing its underwriting leverage above a level determined by management. The business written under a quota share reinsurance structure obligates a reinsurer to assume some portion of the risks involved, and gives the reinsurer the profit (or loss) associated with such in exchange for a ceding commission.

 

Effective December 31, 2021, we entered into a quota share reinsurance treaty for our personal lines business, which primarily consists of homeowners’ and dwelling fire policies, covering the period from December 31, 2021 through January 1, 2023 (“2021/2023 Treaty”). Effective December 15, 2019, we entered into a quota share reinsurance treaty for our personal lines business, which primarily consists of homeowners’ policies, which covered the period from December 15, 2019 through December 30, 2020 (“2019/2020 Treaty”). Effective December 31, 2020, the 2019/2020 Treaty expired on a cut-off basis; this treaty was not renewed. In addition to the 2019/2020 Treaty, our personal lines quota share reinsurance treatiestreaty in effect duringfor the year ended December 31, 2019 for our2020 also included the run-off of the personal lines business werequota share treaty (“2018/2019 Treaty”) that expired on June 30, 2019. The run-off covered under a treaty covering a two-yearthe period from July 1, 20172019 through June 30, 20192020 (“2017/2019 Treaty”). The treaty in effect during the year ended December 31, 2019 was covered under the July 1, 2018 through June 30, 2019 treaty year (“2018/2019 Treaty Year”2019/2020 Run-off”).

 

Excess of loss contracts provide coverage for individual loss occurrences exceeding a certain threshold.  The quota share reinsurance treaties inure to the benefit of our excess of loss treaties, as the maximum net retention on any single risk occurrence is first limited through the excess of loss treaty, and then that loss is shared again through the quota share reinsurance treaty. Our maximum net retention under the quota share and excess of loss treaties for any one personal lines occurrence for dates of loss on or after December 15, 201931, 2020 through December 30, 20202021 was $750,000.$1,000,000. Effective December 31, 2020,2021 through January 1, 2023, our maximum net retention increasedunder the 2021/2023 Treaty decreased to $1,000,000.$700,000. Effective January 1, 2022, we entered into an underlying excess of loss reinsurance treaty covering the period from January 1, 2022 through January 1, 2023. The treaty provides 50% reinsurance coverage for losses, other than from a named storm, of $400,000 in excess of $600,000. Our maximum net retention for any one personal lines occurrence is further reduced from $700,000 to $500,000. Our maximum net retention under the excess of loss treaties for any one commercial general liability occurrence for dates of loss on or after July 1, 2020 is $750,000.

 

We earned ceding commission revenue under the quota share reinsurance treaties based on a provisional commission rate on all premiums ceded to the reinsurers as adjusted by a sliding scale based on the ultimate treaty year loss ratios on the policies reinsured under each agreement. The sliding scale provided minimum and maximum ceding commission rates in relation to specified ultimate loss ratios.

Under the 2021/2023 Treaty, KICO will receive a fixed provisional rate with no adjustment for sliding scale contingent commissions Under the 2019/2020 Treaty, KICO received a fixed provisional rate with no adjustment for sliding scale contingent commissions. Under the 2017/2019 Treaty, KICO received a higher upfront fixed provisional rate than in prior years’ treaties. In exchange for the higher provisional rate, KICO had a reduced opportunity to earn sliding scale contingent commissions.

 

The 2019/20202021/2023 Treaty and 2017/20192019/2020 Treaty are on a “net” of catastrophe reinsurance basis, as opposed to the “gross” arrangement that existed in prior treaties. Under a “net” arrangement, all catastrophe reinsurance coverage is purchased directly by us. Since we pay for all of the catastrophe coverage, none of the losses covered under a catastrophic event will be included in the quota share ceded amounts, drastically reducing the adverse impact that a catastrophic event can have on ceding commissions.

 

 
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In 2020,2021, we purchased catastrophe reinsurance to provide coverage of up to $485,000,000$500,000,000 for losses associated with a single event. One of the most commonly used catastrophe forecasting models prepared for us indicates that the catastrophe reinsurance treaties provide coverage in excess of our estimated probable maximum loss associated with a single more than one-in-130 year storm event. The direct retention for any single catastrophe event is $10,000,000. Effective October 18, 2021, we entered into a stub catastrophe reinsurance treaty (“Stub Treaty”) covering the period from October 18, 2021 through December 31, 2021. The Stub Treaty provided reinsurance coverage for catastrophe losses of $5,000,000 in excess of $5,000,000. The Stub Treaty reduced direct retention to $5,000,000 during the period it was in effect. Effective December 31, 2021 through January 1, 2023, losses on personal lines policies are subject to the 2021/2023 Treaty, which will cover 26% of catastrophe losses and will result in a net retention by us of $7,400,000 of exposure per catastrophe occurrence. For the period December 15, 2019 through December 30, 2020 losses on personal lines policies were subject to the 25% quota share treaty, which resulted in a net retention by us of $5,625,000$8,125,000 of exposure per catastrophe occurrence. Effective July 1, 2020, we have reinstatement premium protection on the first $70,000,000 layer of catastrophe coverage in excess of $10.000,000.$10,000,000. This protects us from having to pay an additional premium to reinstate catastrophe coverage for an event up to this level.

 

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Principal Revenue and Expense Items” in Item 7 of this Annual Report and Note 2 and Note 11 in the accompanying Consolidated Financial Statements for additional information.

 

Ratings

 

Many insurance buyers, agents, brokers and secured lenders use the ratings assigned by A.M. Best and other agencies to assist them in assessing the financial strength and overall quality of the companies with which they do business and from which they are considering purchasing insurance or in determining the financial strength of the company that provides insurance with respect to the collateral they hold. A.M. Best financial strength ratings are derived from an in-depth evaluation of an insurance company’s balance sheet strengths, operating performances and business profiles. A.M. Best evaluates, among other factors, the company’s capitalization, underwriting leverage, financial leverage, asset leverage, capital structure, quality and appropriateness of reinsurance, adequacy of reserves, quality and diversification of assets, liquidity, profitability, spread of risk, revenue composition, market position, management, market risk and event risk. A.M. Best financial strength ratings are intended to provide an independent opinion of an insurer’s ability to meet its obligations to policyholders and are not an evaluation directed at investors.

 

 KingstoneKICO has a financial strength rating from A.M. Best of B++ (Good). Other ratings assigned to KICO and Kingstone by A.M. Best and Kroll Bond Rating Agency are as follows:

 

 

 

 

 Kingstone

 

 KICO

 

 Companies

 

 

 

 

A.M. Best Long-Term issuer credit rating (ICR)

 bbb (negativebbb- (stable outlook)

 

 bb (negativebb- (stable outlook)

A.M. Best Long-Term issue credit rating (IR)

 

 

 

 $30.0$30.0 million, 5.50% senior unsecured notes due Dec. 30, 2022 

 n/a

 

 bb (negativebb- (stable outlook)

Kroll Bond Rating Agency insurance financial strength rating (IFSR)

 A- (stable outlook)

 

 n/a

Kroll Bond Rating Agency issuer rating

 n/a

 

 BBB- (stable outlook)

 $30.0$30.0 million, 5.50% senior unsecured notes due Dec. 30, 2022 

 n/a

 

 BBB- (stable outlook)

 

KICO also has a Demotech financial stability rating of A (Exceptional) which generally makes its policies acceptable to mortgage lenders that require homeowners to purchase insurance from highly rated carriers.

 

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Catastrophe Losses

 

In 20202021 we had 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. Our predominant market, downstate New York, was affected by several events during 2021, including three named storms. The remnants of Hurricane Ida, included as one of the named storms, increased our loss ratio by 7.1 percentage points. The effects of this catastrophe and other catastrophes during the year increased our net loss ratio by 10.3 percentage points in 2021. Our predominant market, downstate New York, was affected by several events, including one large event, Tropical Storm Isaias, during 2020. The effects of this catastrophe and other minor catastrophes during the year increased our net loss ratio by 10.810.7 percentage points in 2020. Our predominant market, downstate New York, was affected by several events, including one large event, during the winter of 2019. These claims were primarily from losses due to frozen pipes and related water damage resulting from abnormally low temperatures for an extended period. The effects of this catastrophe and other minor catastrophes during the year increased our net loss ratio by 6.0 percentage points in 2019.

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Government Regulation

 

Holding Company Regulation

 

We, as the parent of KICO, are subject to the insurance holding company laws of the state of New York. These laws generally require an insurance company to register with the New York State Department of Financial Services (the “DFS”) and to furnish annually financial and other information about the operations of companies within our holding company system. Generally, under these laws, all material transactions among companies in the holding company system to which KICO is a party must be fair and reasonable and, if material or of a specified category, require prior notice and approval or acknowledgement (absence of disapproval) by the DFS.

 

Change of Control

 

The insurance holding company laws of the state of New York require approval by the DFS for any change of control of an insurer. “Control” is generally defined as the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the company, whether through the ownership of voting securities, by contract or otherwise. Control is generally presumed to exist through the direct or indirect ownership of 10% or more of the voting securities of a domestic insurance company or any entity that controls a domestic insurance company. Any future transactions that would constitute a change of control of KICO, including a change of control of Kingstone Companies, Inc., would generally require the party acquiring control to obtain the approval of the DFS (and in any other state in which KICO may operate). Obtaining these approvals may result in the material delay of, or deter, any such transaction. These laws may discourage potential acquisition proposals and may delay, deter or prevent a change of control of Kingstone Companies, Inc., including through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be desirable.

 

State Insurance Regulation

 

Insurance companies are subject to regulation and supervision by the department of insurance in the state in which they are domiciled and, to a lesser extent, other states in which they conduct business. The primary purpose of such regulatory powers is to protect individual policyholders. State insurance authorities have broad regulatory, supervisory and administrative powers, including, among other things, the power to grant and revoke licenses to transact business, set the standards of solvency to be met and maintained, determine the nature of, and limitations on, investments and dividends, approve policy forms and rates, and in some instances to regulate unfair trade and claims practices.

 

KICO is required to file detailed financial statements and other reports with the insurance regulatory authorities in the states in which it is licensed to transact business. These financial statements are subject to periodic examination by the insurance regulators.

 

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In addition, many states have laws and regulations that limit an insurer’s ability to withdraw from a particular market. For example, states may limit an insurer’s ability to cancel or not renew policies. Furthermore, certain states prohibit an insurer from withdrawing from one or more lines of business written in the state, except pursuant to a plan that is approved by the insurance regulatory authority. The state regulator may reject a plan that may lead to market disruption. Laws and regulations, including those in New York, that limit cancellation and non-renewal and that subject program withdrawals to prior approval requirements may restrict the ability of KICO to exit unprofitable markets. Such laws did not affect KICO’s ability to withdraw from the commercial liability market in New York State in 2019 and the commercial auto market in New York State in 2015. In January 2019, KICO was granted permission by the Texas Department of Insurance to withdraw from the Texas insurance market for which it never commenced business since receiving its certificate of authority in August 2015.

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Federal and State Legislative and Regulatory Changes

 

From time to time, various regulatory and legislative changes have been proposed in the insurance industry. Among the proposals that either have been or are being considered are the possible introduction of Federal regulation in addition to, or in lieu of, the current system of state regulation of insurers, and proposals in various state legislatures. Some of these proposals have been enacted to conform portions of their insurance laws and regulations to various model acts adopted by the National Association of Insurance Commissioners (the “NAIC”).

 

In 2017, the DFS implemented new comprehensive cybersecurity regulations, which became effective on March 1, 2017, with transitional implementation periods. The regulations require covered entities, including KICO, to establish a cybersecurity policy, a chief information security officer, oversight over third party service providers, penetration and vulnerability assessments, secure systems to maintain an audit trail, risk assessments to include access privileges to nonpublic information, use of multi-factor authentication, and an incident response plan, among other provisions. KICO must annually certify compliance to the DFS with the applicable cybersecurity regulatory provisions. Annual certifications are due April 15. Recently, the DFS has provided additional guidance on ransomware, and potential cyber-attacks from Russia’s invasion of Ukraine.

 

In 2010 the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) became law. It established a Federal Insurance Office (the “FIO”) within the U.S. Department of the Treasury. The FIO is initially charged with monitoring all aspects of the insurance industry (other than health insurance, certain long-term care insurance and crop insurance), gathering data, and conducting a study on methods to modernize and improve the insurance regulatory system in the United States. In December 2013, the FIO issued a report (as required under the Dodd-Frank Act) entitled “How to Modernize and Improve the System of Insurance Regulation in the United States”, which stated that, given the “uneven” progress the states have made with several near-term state reforms, should the states fail to accomplish the necessary modernization reforms in the near term, “Congress should strongly consider direct federal involvement.” The FIO continues to support the current state-based regulatory regime, but will consider federal regulation should the states fail to take steps to greater uniformity (e.g., federal licensing of insurers). In 2017, the new President indicated that the provisions of this law should be reviewed.insurers.) In its September 20192021 Annual Report on the Insurance Industry (the “Report”), the FIO provided an overview of its statutory responsibilities and its role. The Report then summarizessummarized the FIO’s key activities since those described in its 20182021 Annual Report on the Insurance Industry. Next,The Report observed that, in 2020, the property/casualty sector direct premium written was $717 billion, a one percent growth over 2019 levels, despite economic challenges of the COVID-19 pandemic. In addition to reviewing the financial status of the property/casualty industry, the Report provides a summary ofincludes Topical Updates and FIO activities, providing pandemic-related updates (including remote operations, policyholder relief, insurer relief, business interruption issues, and federal pandemic risk insurance proposals), climate change, mitigation and resilience (the Report notes the EO Report. Sections II through V are organized around the four key themes from the EO Report: (1) Systemic RiskDFS’s September 2020 expectation guidance, and Solvency; (2) Efficient Regulationits March 2021, Proposed Guidance for New York Domestic Insurers on Managing Financial Risks form Climate Change) and Government Processes; (3) International Engagement;Cyber Risks, Ransomware, and (4) Economic Growth and Informed Choices. The Report concludes with a discussion and analysis of the insurance industry’s financial performance in calendar year 2018, its financial condition as of December 31, 2018, and the domestic insurance market outlook for 2019.Cyber Insurance.

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On December 22, 2017, a budget reconciliation act commonly referred to as the Tax Cuts and Jobs Act (TCJA) was signed into law. Overall, the reduction of the U.S. corporate tax rate to 21 percent generally lowers the effective tax rates of insurance companies operating in the United States.

 

On December 20, 2020, the Terrorism Risk Insurance Program Reauthorization Act of 2019 (TRIPRA of 2019) was enacted and is now scheduled to expire on December 31, 2027. The Terrorism Risk Insurance Program serves as a federal “backstop” for insurance claims related to acts of terrorism.

 

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On November 15, 2021, the DFS issued its final Guidance for New York Domestic Insurers On Managing the Financial Risks from Climate Change.

In 2021, the NYS Governor signed into law, effective January 28, 2022, legislation seeking to prevent homeowner insurers from discriminating solely on the basis of breed of dog. Legislation has been introduced to further clarify the scope of the new law.

 

State Regulatory Examinations

 

As part of their regulatory oversight process, state regulatory authorities conduct periodic detailed examinations of the financial reporting of insurance companies domiciled in their states, generally once every three to five years. Examinations are generally carried out in cooperation with the insurance regulators of other states under guidelines promulgated by the NAIC. The New York DFS commenced its examination of KICO in 2019 as of December 31, 2018. The examination was completed on April 30, 2020.

 

Risk-Based Capital Regulations

 

State regulatory authorities impose risk-based capital (“RBC”) requirements on insurance enterprises. The RBC Model serves as a benchmark for the regulation of insurance companies. RBC provides for targeted surplus levels based on formulas, which specify various weighting factors that are applied to financial balances or various levels of activity based on the perceived degree of risk, and are set forth in the RBC requirements. Such formulas focus on four general types of risk: (a) the risk with respect to the company’s assets (asset or default risk); (b) the risk of default on amounts due from reinsurers, policyholders, or other creditors (credit risk); (c) the risk of underestimating liabilities from business already written or inadequately pricing business to be written in the coming year (underwriting risk); and (d) the risk associated with items such as excessive premium growth, contingent liabilities, and other items not reflected on the balance sheet (off-balance sheet risk). The amount determined under such formulas is called the authorized control level RBC (“ACL”).

 

The RBC guidelines define specific capital levels based on a company’s ACL that are determined by the ratio of the company’s total adjusted capital (“TAC”) to its ACL. TAC is equal to statutory capital, plus or minus certain other specified adjustments. KICO’s TAC is above the ACL and is in compliance with New York’s RBC requirements as of December 31, 2020.2021.

 

Dividend Limitations

 

Our ability to receive dividends from KICO is restricted by the state laws and insurance regulations of New York. These restrictions are related to surplus and net investment income. Dividends are restricted to the lesser of 10% of surplus or 100% of investment income (on a statutory accounting basis) for the trailing 36 months, less dividends by KICO paid during such period.

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Insurance Regulatory Information System Ratios

 

The Insurance Regulatory Information System (“IRIS”) was developed by the NAIC and is intended primarily to assist state insurance regulators in meeting their statutory mandates to oversee the financial condition of insurance companies operating in their respective states. IRIS identifies thirteen industry ratios and specifies “usual values” for each ratio. Departure from the usual values on four or more of the ratios can lead to inquiries from individual state insurance commissioners as to certain aspects of an insurer’s business. As of December 31, 2020,2021, KICO did not have any ratioshad one ratio outside the usual range.

 

Accounting Principles

 

Statutory accounting principles (“SAP”) are a basis of accounting developed by the NAIC. They are used to prepare the statutory financial statements of insurance companies and to assist insurance regulators in monitoring and regulating the solvency of insurance companies. SAP is primarily concerned with measuring an insurer’s policyholder surplus. Accordingly, statutory accounting focuses on valuing assets and liabilities of insurers at financial reporting dates in accordance with appropriate insurance law and regulatory provisions applicable in each insurer’s domiciliary state.

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Generally accepted accounting principles (“GAAP”) are concerned with a company’s solvency, but are also concerned with other financial measurements, principally results of operations and cash flows. Accordingly, GAAP gives more consideration to appropriate matching of revenue and expenses and accounting for management’s stewardship of assets than does SAP. As a direct result, different types and amounts of assets and liabilities will be reflected in financial statements prepared in accordance with GAAP as compared to SAP.

 

Statutory accounting practices established by the NAIC and adopted in part by New York insurance regulators determine, among other things, the amount of statutory surplus and statutory net income of KICO and thus determine, in part, the amount of funds that are available to Kingstone Companies, Inc. from which to pay dividends.

 

Legal Structure

 

We were incorporated in 1961 and assumed the name DCAP Group, Inc. in 1999. On July 1, 2009, we changed our name to Kingstone Companies, Inc.

 

Employees

 

As of December 31, 2020,2021, we had 8791 employees. None of our employees are covered by a collective bargaining agreement. We believe that our relationship with our employees is good.

 

Availability of Information

 

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S. Securities and Exchange Commission (the “SEC”). Such reports and other information filed by us with the SEC are available free of charge at the investor relations section of our website at www.kingstonecompanies.com as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. Copies are also available, without charge, by writing to Kingstone Companies, Inc., Investor Relations, 15 Joys Lane, Kingstone, New York 12401. The SEC also maintains a website, www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The inclusion of our website address in this Annual Report does not include or incorporate by reference the information on our website into this Annual Report.

 

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ITEM 1A1A. RISK FACTORS.. RISK FACTORS.

 

Factors That May Affect Future Results and Financial Condition

 

Based upon the following factors, 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. These factors, among others, may affect the accuracy of certain forward-looking statements contained in this Annual Report.

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Risks Related to Our Business

 

The impact of COVID-19 and related risks could materially affect our results of operations, financial position and/or liquidity.

 

Beginning in March 2020, the global pandemic related to the novel coronavirus COVID-19 began to impact the global economy and our results of operations. Because of the size and breadth of this pandemic, all of the direct and indirect consequences of COVID-19 are not yet known and may not emerge for some time. Risks presented by the ongoing effects of COVID-19 include, among others, the following:

 

Revenues. We expect that the impact of COVID-19 on general economic activity will negatively impact our premium volumes. We began to experience this impact in March 2020 and2020; however, it became more significant duringless severe in 2021 as we observed an increase in premium volume in our livery physical damage line of business, which experienced the remainder of 2021. We also expect thisgreatest impact will further persist but to a lesser extent forfrom the duration of 2020, but the degree of the impact will depend on the extent and duration of the economic contraction and could be material.pandemic.

 

Investments. The disruption in the financial markets related to COVID-19 has contributed to net investment losses, primarily due to the impact of changes in fair value on our equity investments and in our fixed-income investment portfolio. Our corporate fixed income portfolio may be adversely impacted by ratings downgrades, increased bankruptcies and credit spread widening in distressed industries. In addition, in recent years, many state and local governments have been operating under deficits or projected deficits. These deficits may be exacerbated by the costs of responding to COVID-19 and reduced tax revenues due to adverse economic conditions. The severity and duration of these deficits could have an adverse impact on the collectability and valuation of our municipal bond portfolio. Our investment portfolio also includes mortgage-backed securities which could be adversely impacted by declines in real estate valuations and/or financial market disruption. Further disruptions in global financial markets could adversely impact our net investment income in future periods.

 

Adverse Legislative and/or Regulatory Action. Federal, state and local government actions to address and contain the impact of COVID-19 may adversely affect us. For example, we may be subject to legislative and/or regulatory action that seeks to retroactively mandate coverage for losses which our insurance policies were not designed or priced to cover. Currently, in some states there is proposed legislation to require insurers to cover business interruption claims irrespective of terms, exclusions or other conditions included in the policies that would otherwise preclude coverage. Regulatory restrictions or requirements could also impact pricing, risk selection and our rights and obligations with respect to our policies and insureds, including our ability to cancel or non-renew policies and our right to collect premiums.

 

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Operational Disruptions and Heightened Cybersecurity Risks. Our operations could be disrupted if key members of our senior management or a significant percentage of our workforce or the workforce of our producers are unable to continue to work because of illness, government directives or otherwise. In addition, the interruption of our or their system capabilities could result in a deterioration of our ability to write and process new and renewal business, provide customer service, pay claims in a timely manner or perform other necessary business functions. Having shifted to remote working arrangements, we also face a heightened risk of cybersecurity attacks or data security incidents and are more dependent on internet and telecommunications access and capabilities.

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Reinsurance Risks. We purchase reinsurance to reduce our net liability on individual risks, to protect against possible catastrophes, to remain within a target ratio of net premiums written to policyholders’ surplus and to expand our underwriting capacity. Participation in reinsurance arrangements does not relieve us from our obligations to policyholders. Our personal lines catastrophe reinsurance program was designed, utilizing our risk management methodology, to address our exposure to catastrophes. Market conditions beyond our control, including the effect of COVID-19 on the reinsurance market, have impacted and may continue to impact the availability and cost of the reinsurance we purchase. No assurances can be given that reinsurance will remain continuously available to us to the same extent and on the same terms and rates as currently available. For example, our ability to afford reinsurance to reduce our catastrophe risk may be dependent upon our ability to adjust premium rates for its cost, and there are no assurances that the terms and rates for our current reinsurance program will continue to be available in the future. If we are unable to maintain our current level of reinsurance or purchase new reinsurance protection in amounts that we consider sufficient and at prices that we consider acceptable, we will have to either accept an increase in our exposure risk, reduce our insurance writings or seek other alternatives.

 

Major public health issues could have an adverse effect on our business and operating results.

 

Major public health issues, including a large-scale pandemic, such as the novel coronavirus COVID-19, may have a material adverse effect on our workforce and business operations and cause disruptions in commerce and reduced economic activity. Some of the assets in our investment portfolio may be adversely affected by declines in the equity markets, changes in interest rates, reduced liquidity and economic activity caused by a large-scale pandemic. Accordingly, a large-scale pandemic could have a material adverse effect on our revenue, liquidity and operating results.

 

As a property and casualty insurer, we may face significant losses from catastrophes and severe weather events.

 

Because of the exposure of our property and casualty business to catastrophic events (such as Superstorm Sandy) and other severe weather events, our operating results and financial condition may vary significantly from one period to the next. Catastrophes can be caused by various natural and man-made disasters, including earthquakes, wildfires, tornadoes, hurricanes, severe winter weather, storms and certain types of terrorism. We currently have catastrophe reinsurance coverage with regard to losses of up to $485,000,000$500,000,000 ($475,000,000490,000,000 in excess of $10,000,000). The initial $7,500,000Effective December 31, 2021, $10,000,000 of losses in a catastrophe wereare subject to a 25% quota share reinsurance treaty, through December 30, 2020,which covers 26% of catastrophe losses such that we retain $8,125,000$7,400,000 of risk per catastrophe occurrence. With respect to any additional catastrophe losses of up to $475.000,000,$490,000,000, we are 100% reinsured under our catastrophe reinsurance program. Catastrophe coverage is limited on an annual basis to two times the per occurrence amounts. We may incur catastrophe losses in excess of: (i) those that we project would be incurred, (ii) those that external modeling firms estimate would be incurred, (iii) the average expected level used in pricing or (iv) our current reinsurance coverage limits. Despite our catastrophe management programs, we are exposed to catastrophes that could have a material adverse effect on our operating results and financial condition. Our liquidity could be constrained by a catastrophe, or multiple catastrophes, which may result in extraordinary losses or a downgrade of our financial strength ratings. In addition, the reinsurance losses that are incurred in connection with a catastrophe could have an adverse impact on the terms and conditions of future reinsurance treaties.

 

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In addition, we are subject to claims arising from non-catastrophic weather events such as hurricanes, tropical storms, severe winter weather, rain, hail and high winds. The incidence and severity of weather conditions are largely unpredictable. There is generally an increase in the frequency and severity of claims when severe weather conditions occur.

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Unanticipated increases in the severity or frequency of claims may adversely affect our operating results and financial condition.

 

Changes in the severity or frequency of claims may affect our profitability. Changes in homeowners claim severity are driven by inflation in the construction industry, in building materials and home furnishings, and by other economic and environmental factors, including increased demand for services and supplies in areas affected by catastrophes. Changes in bodily injury claim severity are driven primarily by inflation in the medical sector of the economy and by litigation costs. Changes in auto physical damage claim severity are driven primarily by inflation in auto repair costs, prices of auto parts and used car prices. However, changes in the level of the severity of claims are not limited to the effects of inflation and demand surge in these various sectors of the economy. Increases in claim severity can arise from unexpected events that are inherently difficult to predict, such as a change in the law or an inability to enforce exclusions and limitations contained in our policies. Although we pursue various loss management initiatives to mitigate future increases in claim severity, there can be no assurances that these initiatives will successfully identify or reduce the effect of future increases in claim severity, and a significant increase in claim frequency could have an adverse effect on our operating results and financial condition.

 

Recent decline in the financial strength rating assigned to our insurance subsidiary by A.M. Best will impact our revenues and earnings.

 

Financial strength ratings are an important factor influencing the competitive position of insurance companies. The objective of the rating agencies’ rating systems is to provide an opinion as to an insurer’s financial strength and ability to meet ongoing obligations to its policyholders. The ratings of Kingstone Insurance Company (“KICO”), our insurance subsidiary, reflect the rating agencies’ opinion as to its financial strength and are not evaluations directed to investors in our securities, nor are they recommendations to buy, sell or hold our securities.

 

Our ratings are subject to periodic review by, and may be revised downward or revoked at the sole discretion of, the rating agencies. Our ability to write business, particularly commercial liability lines, is influenced by our financial strength rating from A.M. Best. On July 10, 2020,August 6, 2021, A.M. Best lowered the financial strength rating of KICO from “A-“B++(Excellent)(Good). to “B++” (Good). The outlook of A.M. Best’s credit rating is negative.stable. A.M. Best indicated that the ratings downgrade of KICO reflects its balance sheet strength, which A.M. Best categorizes as adequate, as well as its strongadequate operating performance, limited business profile and appropriate enterprise risk management. It stated that the ratings action was driven by a revision in KICO’s catastrophe reinsurance program effective July 1, 2020operating performance, which significantly reduces the amount of reinsurance protection previously contemplatedreflects volatility from underwriting results caused by weather-related losses and purchased.loss reserve strengthening.

 

Management believes that A.M. Best’s financial strength rating is more significant with regard to commercial liability insurance, as opposed to personal lines business. Since we have discontinued our commercial lines business, we believe that A.M. Best’s rating action will not result in a material decrease in the amount of business that KICO will be able to write. However, the A.M Best ratings downgrade has resulted in a material decrease in the business of our subsidiary, Cosi, a multi-state licensed general agency that had partnered with name-brand carriers which require an A.M. Best “A- rating from its partners.

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Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs, including with regard to our indebtedness due on December 30, 2022, or our ability to obtain credit on acceptable terms.

 

Our $30,000,000 in aggregate principal amount of 5.5% Senior Unsecured Notes are due on December 30, 2022.  The capital and credit markets can experience periods of volatility and disruption. In some cases, markets have exerted downward pressure on the availability of liquidity and credit capacity.  In the event that we need access to additional capital to support our operating expenses, make payments on our outstanding and any future indebtedness, pay for capital expenditures, or increase the amount of insurance that we seek to underwrite or to otherwise grow our business, ourOur ability to obtain such capital may be limited and the cost of any such capital may be significant. Our access to additional financing will depend on a variety of factors, such as market conditions, the general availability of credit, the overall availability of credit to our industry, our credit ratings and credit capacity as well as lenders' perception of our long or short-term financial prospects. Similarly, our access to funds may be impaired if regulatory authorities or rating agencies take negative actions against us. If a combination of these factors occurs, our internal sources of liquidity may prove to be insufficient and, in such case, we may not be able to successfully obtain additional financing on favorable terms.

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We believe that our plan to satisfy our debt obligation by December 30, 2022, as discussed in Note 2 to our Consolidated Financial Statements included in this Annual Report, is probable of being implemented.  

 

We are exposed to significant financial and capital markets risk which may adversely affect our results of operations, financial condition and liquidity, and our net investment income can vary from period to period.

 

We are exposed to significant financial and capital markets risk, including changes in interest rates, equity prices, market volatility, general economic conditions, the performance of the economy in general, the performance of the specific obligors included in our portfolio, and other factors outside our control. Our exposure to interest rate risk relates primarily to the market price and cash flow variability associated with changes in interest rates. Our investment portfolio contains interest rate sensitive instruments, such as fixed income securities, which may be adversely affected by changes in interest rates from governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. A rise in interest rates would increase the net unrealized loss position of our investment portfolio, which would be offset by our ability to earn higher rates of return on funds reinvested. Conversely, a decline in interest rates would decrease the net unrealized loss position of our investment portfolio, which would be offset by lower rates of return on funds reinvested.

 

In addition, market volatility can make it difficult to value certain of our securities if trading becomes less frequent. As such, valuations may include assumptions or estimates that may have significant period to period changes which could have a material adverse effect on our consolidated results of operations or financial condition. If significant, continued volatility, changes in interest rates, changes in defaults, a lack of pricing transparency, market liquidity and declines in equity prices, individually or in tandem, could have a material adverse effect on our results of operations, financial condition or cash flows through realized losses, impairments, and changes in unrealized positions.

 

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Reinsurance may be unavailable at current levels and prices, which may limit our ability to write new business or maintain our financial strength rating from A.M. Best.

 

We purchase reinsurance to reduce our net liability on individual risks, to protect against possible catastrophes, to remain within a target ratio of net premiums written to policyholders’ surplus and to expand our underwriting capacity. Participation in reinsurance arrangements does not relieve us from our obligations to policyholders. Our personal lines catastrophe reinsurance program was designed, utilizing our risk management methodology, to address our exposure to catastrophes. Market conditions beyond our control impact the availability and cost of the reinsurance we purchase. No assurances can be given that reinsurance will remain continuously available to us to the same extent and on the same terms and rates as currently available. For example, our ability to afford reinsurance to reduce our catastrophe risk may be dependent upon our ability to adjust premium rates for its cost, and there are no assurances that the terms and rates for our current reinsurance program will continue to be available in the future. If we are unable to maintain our current level of reinsurance or purchase new reinsurance protection in amounts that we consider sufficient and at prices that we consider acceptable, we will have to either accept an increase in our exposure risk, reduce our insurance writings or seek other alternatives. Our ability to maintain our financial strength rating from A.M. Best depends, in part, on our ability to purchase a sufficient level of catastrophe reinsurance.

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Reinsurance subjects us to the credit risk of our reinsurers, which may have a material adverse effect on our operating results and financial condition.

 

The collectability of reinsurance recoverables is subject to uncertainty arising from a number of factors, including changes in market conditions, whether insured losses meet the qualifying conditions of the reinsurance contract and whether reinsurers, or their affiliates, have the financial capacity and willingness to make payments under the terms of a reinsurance treaty or contract. Since we are primarily liable to an insured for the full amount of insurance coverage, our inability to collect a material recovery from a reinsurer could have a material adverse effect on our operating results and financial condition.

 

Applicable insurance laws regarding the change of control of our company may impede potential acquisitions that our shareholders might consider desirable.

 

We are subject to statutes and regulations of the state of New York which generally require that any person or entity desiring to acquire direct or indirect control of KICO, our insurance company subsidiary, obtain prior regulatory approval. In addition, a change of control of Kingstone Companies, Inc. would require such approval. These laws may discourage potential acquisition proposals and may delay, deter or prevent a change of control of our company, including through transactions, and in particular unsolicited transactions. Some of our shareholders might consider such transactions to be desirable. Similar regulations may apply in other states in which we may operate.

 

The insurance industry is subject to extensive regulation that may affect our operating costs and limit the growth of our business, and changes within this regulatory environment may adversely affect our operating costs and limit the growth of our business.

 

We are subject to extensive laws and regulations. State insurance regulators are charged with protecting policyholders and have broad regulatory, supervisory and administrative powers over our business practices. These include, among other things, the power to grant and revoke licenses to transact business and the power to regulate and approve underwriting practices and rate changes, which may delay the implementation of premium rate changes, prevent us from making changes we believe are necessary to match rate to risk or delay or prevent our entry into new states. In addition, many states have laws and regulations that limit an insurer’s ability to cancel or not renew policies and that prohibit an insurer from withdrawing from one or more lines of business written in the state, except pursuant to a plan that is approved by state regulatory authorities. Laws and regulations that limit cancellation and non-renewal and that subject program withdrawals to prior approval requirements may restrict our ability to exit unprofitable markets.

 

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Because the laws and regulations under which we operate are administered and enforced by a number of different governmental authorities, including state insurance regulators, state securities administrators and the SEC, each of which exercises a degree of interpretive latitude, we are subject to the risk that compliance with any particular regulator'sregulator’s or enforcement authority'sauthority’s interpretation of a legal issue may not result in compliance with another'sanother’s interpretation of the same issue, particularly when compliance is judged in hindsight. In addition, there is risk that any particular regulator'sregulator’s or enforcement authority'sauthority’s interpretation of a legal issue may change over time to our detriment, or that changes in the overall legal and regulatory environment may, even in the absence of any change to a particular regulator'sregulator’s or enforcement authority'sauthority’s interpretation of a legal issue changing, cause us to change our views regarding the actions we need to take from a legal risk management perspective, thereby necessitating changes to our practices that may, in some cases, limit our ability to grow and/or to improve the profitability of our business.

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While the United States federal government does not directly regulate the insurance industry, federal legislation and administrative policies can affect us. Congress and various federal agencies periodically discuss proposals that would provide for a federal charter for insurance companies. We cannot predict whether any such laws will be enacted or the effect that such laws would have on our business. Moreover, there can be no assurance that changes will not be made to current laws, rules and regulations, or that any other laws, rules or regulations will not be adopted in the future, that could adversely affect our business and financial condition.

 

We may not be able to maintain the requisite amount of risk-based capital, which may adversely affect our profitability and our ability to compete in the property and casualty insurance markets.

 

The DFS imposes risk-based capital requirements on insurance companies to ensure that insurance companies maintain appropriate levels of surplus to support their overall business operations and to protect customers against adverse developments, after taking into account default, credit, underwriting and off-balance sheet risks. If the amount of our capital falls below certain thresholds, we may face restrictions with respect to soliciting new business and/or keeping existing business. Similar regulations apply in other states in which we operate.

 

Changing climate conditions may adversely affect our financial condition, profitability or cash flows.

 

We recognize the scientific view that the world is getting warmer. Climate change, to the extent it produces rising temperatures and changes in weather patterns, could impact the frequency and/or severity of weather events and affect the affordability and availability of homeowners insurance.

 

Our operating results and financial condition may be adversely affected by the cyclical nature of the property and casualty business.

 

The property and casualty market is cyclical and has experienced periods characterized by relatively high levels of price competition, less restrictive underwriting standards and relatively low premium rates, followed by periods of relatively lower levels of competition, more selective underwriting standards and relatively high premium rates. A downturn in the profitability cycle of the property and casualty business could have a material adverse effect on our operating results and financial condition.

 

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Because substantially all of our revenue is currently derived from sources located in New York, our business may be adversely affected by conditions in such state.

 

Approximately 80% of our revenue is currently derived from sources located in the State of New York and, accordingly, is affected by the prevailing regulatory, economic, demographic, competitive and other conditions in the state. Changes in any of these conditions could make it costlier or difficult for us to conduct our business. Adverse regulatory developments in New York, which could include fundamental changes to the design or implementation of the insurance regulatory framework, could have a material adverse effect on our results of operations and financial condition.

 

We are highly dependent on a relatively small number of insurance brokers for a large portion of our revenues.

 

We market our insurance products primarily through insurance brokers. A large percentage of our gross premiums written are sourced through a limited number of brokers. For the year ended December 31, 2020,2021, thirty brokers provided a total of 36.3%36.1% of our total gross premiums written. The nature of our dependency on these brokers relates to the high volume of business they consistently refer to us. Our relationship with these brokers is based on the quality of the underwriting and claims services we provide to our clients and on our financial strength ratings. Any deterioration in these factors could result in these brokers advising clients to place their risks with other insurers rather than with us. A loss of all or a substantial portion of the business provided by one or more of these brokers could have a material adverse effect on our financial condition and results of operations.

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Actual claims incurred may exceed current reserves established for claims, which may adversely affect our operating results and financial condition.

 

Recorded claim reserves for our business are based on our best estimates of losses after considering known facts and interpretations of circumstances. Internal and external factors are considered. Internal factors include, but are not limited to, actual claims paid, pending levels of unpaid claims, product mix and contractual terms. External factors include, but are not limited to, changes in the law, court decisions, changes in regulatory requirements and economic conditions. Because reserves are estimates of the unpaid portion of losses that have occurred, the establishment of appropriate reserves, including reserves for catastrophes, is an inherently uncertain and complex process. The ultimate cost of losses may vary materially from recorded reserves, and such variance may adversely affect our operating results and financial condition.

 

As a holding company, we are dependent on the results of operations of our subsidiary, KICO; there are restrictions on the payment of dividends by KICO.

 

We are a holding company and a legal entity separate and distinct from our operating subsidiary, KICO. As a holding company with limited operations of our own, currently the principal sources of our funds are dividends and other payments from KICO. Consequently, we must rely on KICO for our ability to repay debts, (including $30,000,000 in aggregate principal amount of 5.5% Senior Unsecured Notes due December 30, 2022 (the “Notes’)), pay expenses and pay cash dividends to our shareholders.

 

State insurance laws limit the ability of KICO to pay dividends and require KICO to maintain specified minimum levels of statutory capital and surplus. Maximum allowable dividends by KICO to us are restricted to the lesser of 10% of surplus or 100% of net investment income (on a statutory accounting basis) for the trailing 36 months, less dividends paid by KICO during such period. As of December 31, 2020,2021, the maximum permissible distribution that KICO could pay without prior regulatory approval was approximately $2,560,000.$3,448,000. Since our $30,000,000 in aggregate principal amount of 5.5% Senior Unsecured Notes are due on December 30, 2022 (the “Notes”), the distributions by KICO to us will be insufficient to pay the amount due pursuant to the Notes.  The aggregate maximum amount of dividends permitted by law to be paid by an insurance company does not necessarily define an insurance company’s actual ability to pay dividends. The actual ability to pay dividends may be further constrained by business and regulatory considerations, such as the impact of dividends on surplus, by our competitive position and by the amount of premiums that we can write. State insurance regulators have broad discretion to limit the payment of dividends by insurance companies. Our ability to pay interest on the Notes as it comes due may be, and the principal of the Notes at their maturity maywill be, limited by these regulatory constraints.

 

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We maywill not be able to generate sufficient cash from operations to service our debt obligations, includingthe balloon principal payment of the Notes.

 

Our ability to make payments on and to refinance our indebtedness, including the Notes, will depend on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may be unableWith regard to maintain a sufficient level ofthe Notes, the cash flows from operating activities to permitwill be insufficient for us to pay the principal, premium, if any,payable under the Notes and interest on our indebtedness, includingwe will implement management’s plan to refinance or satisfy the Notes.

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Notes to alleviate such risks.  

 

Our future results are dependent in part on our ability to successfully operate in an insurance industry that is highly competitive.

 

The insurance industry is highly competitive. Many of our competitors have well-established national reputations, substantially more capital and significantly greater marketing and management resources. Because of the competitive nature of the insurance industry, including competition for customers, agents and brokers, there can be no assurance that we will continue to effectively compete with our industry rivals, or that competitive pressures will not have a material adverse effect on our ability to grow our business and to maintain profitable operating results or financial condition.

 

If we lose key personnel or are unable to recruit qualified personnel, our ability to implement our business strategies could be delayed or hindered.

 

Our future success will depend, in part, upon the efforts of Barry Goldstein, our President, Chief Executive Officer and Executive Chairman, and Meryl Golden, our Chief Operating Officer.Officer and KICO’s President. The loss of Mr. Goldstein or Ms. Golden or other key personnel could prevent us from fully implementing our business strategies and could materially and adversely affect our business, financial condition and results of operations. As we continue to grow, we will need to recruit and retain additional qualified management personnel, but we may not be able to do so. Our ability to recruit and retain such personnel will depend upon a number of factors, such as our results of operations and prospects and the level of competition prevailing in the market for qualified personnel. Mr. Goldstein entered intoand we are parties to an amended and restated employment agreement effective January 1, 2020 and expiringwhich expires on December 31, 2022. Ms. Golden entered intoand we are parties to an amended and restated employment agreement effective January 1, 2021 and expiringwhich expires on December 31, 2022.

 

Difficult conditions in the economy generally could adversely affect our business and operating results.

 

As with most businesses, we believe that difficult conditions in the economy could have an adverse effect on our business and operating results. General economic conditions also could adversely affect us in the form of consumer behavior, which may include decreased demand for our products. As consumers become more cost conscious, they may choose to purchase lower levels of insurance.

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Changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect our reported results of operations and financial condition.

 

Our financial statements are subject to the application of generally accepted accounting principles, which are periodically revised, interpreted and/or expanded. Accordingly, we are required to adopt new guidance or interpretations, which may have a material adverse effect on our results of operations and financial condition that is either unexpected or has a greater impact than expected.

 

Our business could be adversely affected by a security breach or other attack involving our computer systems or those of one or more of our vendors.

 

Our business requires that we develop and maintain computer systems to run our operations and to store a significant volume of confidential data. Some of these systems rely on third-party vendors, through either a connection to, or an integration with, those third-parties’ systems. In the course of our operations, we acquire the personal confidential information of our customers and employees. We also store our intellectual property, trade secrets, and other sensitive business and financial information.

 

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All of these systems are subject to “cyber attacks” by sophisticated third parties with substantial computing resources and capabilities, and to unauthorized or illegitimate actions by employees, consultants, agents and other persons with legitimate access to our systems. Such attacks or actions may include attempts to:

 

 

·

steal, corrupt, or destroy data, including our intellectual property, financial data or the personal information of our customers or employees

 

·

misappropriate funds

 

·

disrupt or shut down our systems

 

·

deny customers, agents, brokers, or others access to our systems, or

 

·

infect our systems with viruses or malware.

 

While we can take defensive measures, there can be no assurance that we will be successful in preventing attacks or detecting and stopping them once they have begun. Our business could be significantly damaged by a security breach, data loss or corruption, or cyber attack. In addition to the potentially high costs of investigating and stopping such an event and implementing necessary fixes, we could incur substantial liability if confidential customer or employee information is stolen. In addition, such an event could cause a significant disruption of our ability to conduct our insurance operations. We have a cyber insurance policy to protect against the monetary impact of some of these risks. However, the occurrence of a security breach, data loss or corruption, or cyber-attack, if sufficiently severe, could have a material adverse effect on our business results.

 

We rely on our information technology and telecommunication systems, and the failure of these systems could materially and adversely affect our business.

 

Our business is highly dependent upon the successful and uninterrupted functioning of our information technology and telecommunications systems. We rely on these systems to support our operations. The failure of these systems could interrupt our operations and result in a material adverse effect on our business.

 

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Risks Related to Our Common Stock

 

Our stock price may fluctuate significantly and be highly volatile and this may make it difficult for shareholders to resell shares of our common stock at the volume, prices and times they find attractive.

 

The market price of our common stock could be subject to significant fluctuations and be highly volatile, which may make it difficult for shareholders to resell shares of our common stock at the volume, prices and times they find attractive. There are many factors that will impact our stock price and trading volume, including, but not limited to, the factors listed above under “Risks Related to Our Business.”

 

Stock markets, in general, have experienced in recent years, and continue to experience, significant price and volume volatility, and the market price of our common stock may continue to be subject to similar market fluctuations that may be unrelated to our operating performance and prospects. Increased market volatility and fluctuations could result in a substantial decline in the market price of our common stock.

 

The trading volume in our common stock has been limited. As a result, shareholders may not experience liquidity in their investment in our common stock, thereby potentially limiting their ability to resell their shares at the volume, times and prices they find attractive.

 

Our common stock is currently traded on The Nasdaq Capital Market (“Nasdaq”). Our common stock has substantially less liquidity than the average trading market for many other publicly traded insurance and other companies. An active trading market for our common stock may not develop or, if developed, may not be sustained. Such stocks can be more volatile than stocks trading in an active public market. Therefore, shareholders have reduced liquidity and may not be able to sell their shares at the volume, prices and times that they desire.

 

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There may be future issuances or resales of our common stock which may materially and adversely affect the market price of our common stock.

 

Subject to any required state insurance regulatory approvals, we are not restricted from issuing additional shares of our common stock in the future, including securities convertible into, or exchangeable or exercisable for, shares of our common stock. Our issuance of additional shares of common stock in the future will dilute the ownership interests of our then existing shareholders.

 

We have an effective registration statements on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), covering an aggregate of 1,400,000 shares of our common stock issuable under our 2014 Equity Participation Plan (the “2014 Plan”). In addition, we have an effective registration statement on Form S-8 under the Securities Act covering an aggregate of 750,000 shares of our common stock, issuable pursuant to our Employee Stock Purchase Plan (the “ESPP”).

 

As of December 31, 2020,2021, options to purchase 119,966107,201 shares of our common stock, and 370,964628,531 shares subject to unvested restricted stock grants, were outstanding under the 2014 Plan and 843,316440,774 shares were reserved for issuance thereunder. As of December 31, 2021, there were no shares purchased pursuant to the ESPP. We have also registered up to $39,290,000 of our securities pursuant to registration statements on Form S-3, which we may sell from time to time in one or more offerings. The shares subject to the registration statements on Form S-3 will be freely tradeable in the public market. In addition, the shares issuable pursuant to the registration statements on Form S-8 will be freely tradable in the public market, except for shares held by our affiliates.

 

The sale of a substantial number of shares of our common stock or securities convertible into, or exchangeable or exercisable for, shares of our common stock, whether directly by us, by selling shareholders in future offerings or by our existing shareholders in the secondary market, the perception that such issuances or resales could occur or the availability for future issuances or resale of shares of our common stock or securities convertible into, or exchangeable or exercisable for, shares of our common stock could materially and adversely affect the market price of our common stock and our ability to raise capital through future offerings of equity or equity-related securities on attractive terms or at all.

 

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In addition, our board of directors is authorized to designate and issue preferred stock without further shareholder approval, and we may issue other equity and equity-related securities that are senior to our common stock in the future for a number of reasons, including, without limitation, to support operations and growth, to maintain our capital ratios, and to comply with any future changes in regulatory standards.

 

Our executive officers and directors own a substantial number of shares of our common stock. This will enable them to significantly influence the vote on all matters submitted to a vote of our shareholders.

 

As of March 17, 2021,21, 2022, our executive officers and directors beneficially owned 881,3831,046,510 shares of our common stock, representing 8.2%9.8% of the outstanding shares of our common stock.

 

Accordingly, our executive officers and directors, through their beneficial ownership of our common stock, will be able to significantly influence the vote on all matters submitted to a vote of our shareholders, including the election of directors, amendments to our restated certificate of incorporation or amended and restated bylaws, mergers or other business combination transactions and certain sales of assets outside the usual and regular course of business. The interests of our executive officers and directors may not coincide with the interests of our other shareholders, and they could take actions that advance their own interests to the detriment of our other shareholders.

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Anti-takeover provisions and the regulations to which we may be subject may make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to our shareholders.

 

We are a holding company incorporated in Delaware. Anti-takeover provisions in Delaware law and our restated certificate of incorporation and bylaws, as well as regulatory approvals required under state insurance laws, could make it more difficult for a third party to acquire control of us and may prevent shareholders from receiving a premium for their shares of common stock. Our certificate of incorporation provides that our board of directors may issue up to 2,500,000 shares of preferred stock, in one or more series, without shareholder approval and with such terms, preferences, rights and privileges as the board of directors may deem appropriate. These provisions, the control of our executive officers and directors over the election of our directors, and other factors may hinder or prevent a change in control, even if the change in control would be beneficial to, or sought by, our shareholders.

 

ITEM 1B. 1B. UNRESOLVED STAFF COMMENTSCOMMENTS..

 

None.

 

ITEM 2. PROPERTIES.PROPERTIES.

 

Our principal executive offices are currently located at 15 Joys Lane, Kingston, New York 12401. Our insurance underwriting business is located principally at 15 Joys Lane, Kingston, New York 12401. Our insurance underwriting business also maintains an executive office located at 70 East Sunrise Highway, Valley Stream, New York 11581, at which we lease 4,985 square feet of space. Our licensed general agency, business maintainsCosi, maintained an office located at 70 East Sunrise Highway, Valley Stream, New York 11581, at which we leaseit leased 2,323 square feet of space. Effective January 31, 2022, Cosi terminated its lease pursuant to a mutual agreement with its landlord.

 

We own the building at which our insurance underwriting business principally operates, free of mortgage.

 

ITEM 3. None.LEGAL PROCEEDINGS.

 

None.

ITEM 4.MINE SAFETY DISCLOSURE.DISCLOSURES.

 

Not applicable.

 

 
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PART II

 

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESSECURITIES..

 

Market Information

 

Our common stock is quoted on The Nasdaq Capital Market under the symbol “KINS.”

 

Holders

 

As of March 17, 2021,21, 2022, there were 199186 record holders of our common stock.

 

Dividends

 

Holders of our common stock are entitled to dividends when, as and if declared by our Board of Directors out of funds legally available. We have paid a cash dividend in each quarter since September 2011.

 

Future dividend policy will be subject to the discretion of our Board of Directors and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions, and other factors. Therefore, we can give no assurance that future dividends of any kind will continue to be paid to holders of our common stock.

 

Our ability to pay dividends depends, in part, on the ability of KICO to pay dividends to us. KICO, as an insurance subsidiary, is subject to significant regulatory restrictions limiting its ability to declare and pay dividends. These restrictions are related to surplus and net investment income. Without the prior approval of the DFS, dividends are restricted to the lesser of 10% of surplus or 100% of investment income (on a statutory accounting basis) for the trailing 36 months, less dividends paid by KICO during such period. As of December 31, 2020,2021, the maximum distribution that KICO could pay without prior regulatory approval was approximately $2,560,000,$3,448,000, which is based on investment income for the trailing 36 months, net of dividends paid by KICO during such period. See “Business – Government Regulation” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Liquidity” in Items 1 and 7, respectively, of this Annual Report.

 

Recent Sales of Unregistered Securities

 

None.

 

Issuer Purchases of Equity Securities

None.

ITEM 6. RESERVED.

 
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Issuer Purchases of Equity Securities

The following table sets forth certain information with respect to purchases of common stock made by us during the quarter ended December 31, 2020:

Period

 

Total

Number of Shares Purchased(1)

 

 

Average

Price Paid

per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Number of Shares that May Be Purchased Under the Plans or Programs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10/1/20 – 10/31/20

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

11/1/20 – 11/30/20

 

 

9,000

 

 

$6.66

 

 

 

-

 

 

 

-

 

12/1/20 – 12/31/20

 

 

49,383

 

 

$6.48

 

 

 

-

 

 

 

-

 

Total

 

 

58,383

 

 

$6.54

 

 

 

-

 

 

 

-

 

(1)

Purchases were made by us in open market transactions.

 

ITEM 6. SELECTED FINANCIAL DATA.

This item is not applicable to smaller reporting companies.

ITEM 7. 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOPERATIONS..

 

Overview

 

We offer property and casualty insurance products to individuals 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, Connecticut and Massachusetts. We are licensed in the States of New York, New Jersey, Rhode Island, Connecticut, Massachusetts, Pennsylvania, Maine, and New Hampshire. For the year ended December 31, 2020, 80.0%2021, 79.5% of KICO’s direct written premiums came from the New York policies.

 

In addition, through our subsidiary, Cosi Agency, Inc. (“Cosi”), a multi-state licensed general agency, we access alternative distribution channels. Through Cosi, we have the opportunity to partner with name-brand carriers and access nationwide insurance agencies. See “Distribution Channels” below for a discussion of our distribution channels. Cosi receives commission revenue from KICO for the policies it places with others and pays commissions to these agencies. Cosi retains the profit between the commission revenue received and the commission expense paid. paid (“Net Cosi revenueRevenue”). Commission expense is eliminated against commission expensereduced by Net Cosi Revenue and Cosi relatedCosi-related operating expenses are included in other operating expenses. Cosi relatedCosi-related operating expenses are not included in our stand-alone insurance underwriting business and, accordingly, itsCosi’s expenses are not included in the calculation of our combined ratio as described below.

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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 referred to as claims. In settling these claims, various loss adjustment expenses (“LAE”) are incurred such as insurance adjusters’ fees and legal expenses. In addition, insurance companies incur policy acquisition costs. Policy acquisition costs include commissions paid to producers, premium taxes, and other expenses related to the underwriting process, including employees’ compensation and benefits.

 

Other operating expenses include our corporate expenses as a holding company and operating expenses of Cosi. These corporate expenses include legal and auditing fees, executive employment costs, and other costs directly associated with being a public company. Cosi operating expenses primarily include employment, occupancy and consulting costs.

 

Principal Revenue and Expense Items

 

Net premiums earned: Net premiums earned is the earned portion of our written premiums, less that portion of premium that is ceded to third party reinsurers under reinsurance agreements. The amount ceded under these reinsurance agreements is based on a contractual formula contained in the individual reinsurance agreement. Insurance premiums are earned on a pro rata basis over the term of the policy. At the end of each reporting period, premiums written that are not earned are classified as unearned premiums and are earned in subsequent periods over the remaining term of the policy. Our insurance policies have a term of one year. Accordingly, for a one-year policy written on July 1, 2020,2021, we would earn half of the premiums in 20202021 and the other half in 2021.2022.

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Ceding commission revenue: Commissions on reinsurance premiums ceded to quota share treaties are earned in a manner consistent with the recognition of the direct acquisition costs of the underlying insurance policies, generally on a pro-rata basis over the terms of the policies reinsured.

 

Net investment income and net gains (losses) on investments: We invest in cash and cash equivalents, short-term investments, fixed-maturity and equity securities, and other investments. Our net investment income includes interest and dividends earned on our invested assets, less investment expenses. Net realized gains and losses on our investments are reported separately from our net investment income. Net realized gains occur when our investment securities are sold for more than their costs or amortized costs, as applicable. Net realized losses occur when our investment securities are sold for less than their costs or amortized costs, as applicable, or are written down as a result of other-than-temporary impairment. We classify our fixed-maturity securities as either available-for-sale or held-to-maturity. Net unrealized gains (losses) on those securities classified as available-for-sale are reported separately within accumulated other comprehensive income on our balance sheet while our equity securities and other investments report changes in fair value through earnings. See Note 2 in the accompanying consolidated financial statements for further discussion over our accounting policies following Item 16 of this Annual Report.

 

Other income: We recognize installment fee income and fees charged to reinstate a policy after it has been cancelled for non-payment.

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Loss and loss adjustment expenses incurred: Loss and LAE incurred represent our largest expense item, and for any given reporting period include estimates of future claim payments, changes in those estimates from prior reporting periods and costs associated with investigating, defending and servicing claims. These expenses fluctuate based on the amount and types of risks we insure. We record loss and LAE related to estimates of future claim payments based on case-by-case valuations, statistical analyses and actuarial procedures. We seek to establish all reserves at the most likely ultimate liability based on our historical claims experience. It is typical for certain claims to take several years to settle and we revise our estimates as we receive additional information on such claims. Our ability to estimate loss and LAE accurately at the time of pricing our insurance policies is a critical factor affecting our profitability.

 

Commission expenses and other underwriting expenses: Other underwriting expenses include policy acquisition costs and other expenses related to the underwriting of policies. Policy acquisition costs represent the costs of originating new insurance policies that vary with, and are primarily related to, the production of insurance policies (principally commissions, premium taxes and certain underwriting salaries). Policy acquisition costs are deferred and recognized as expense as the related premiums are earned. Other underwriting expenses represent general and administrative expenses of our insurance business and are comprised of other costs associated with our insurance activities such as regulatory fees, telecommunication and technology costs, occupancy costs, employment costs, and legal and auditing fees.

 

Other operating expenses: Other operating expenses include the corporate expenses of our holding company, Kingstone Companies, Inc., and operating expenses of Cosi. These expenses include executive employment costs, legal and auditing fees, and other costs directly associated with being a public company. Cosi operating expenses primarily include employment costs, occupancy costs and consulting costs.

 

Stock-based compensation: Non-cash equity compensation includes the fair value of stock grants issued to our directors, officers and employees, and amortization of stock options issued to the same.

 

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Depreciation and amortization: Depreciation and amortization includes the amortization of intangibles related to the acquisition of KICO, depreciation of the real estate used in KICO’s operations, as well as depreciation of capital expenditures for information technology projects, office equipment and furniture.

 

Interest expense: Interest expense represents amounts we incur on our outstanding indebtedness at the applicable interest rates. Interest expense also includes amortization of debt discount and issuance costs.

 

Income tax expense: We incur federal income tax expense on our consolidated statement of operations as well as state income tax expense for our non-insurance underwriting subsidiaries.

 

Product Lines

 

Our 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: Through July 2019, we offered businessowners policies, which consist primarily of small business retail, service, and office risks, with limited property exposures. We also wrote artisan’s liability policies for small independent contractors with smaller sized workforces. In addition, we wrote special multi-peril policies for larger and more specialized businessowners risks, including those with limited residential exposures. Further, we offered commercial umbrella policies written above our supporting commercial lines policies.

 

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In May 2019, due to the poor performance of this line we placed a moratorium on new commercial lines and new commercial umbrella submissions while we further reviewed this business. In July 2019, due to the continuing poor performance of these lines, we made the decision to no longer underwrite commercial lines or commercial umbrella risks. In-force policies as of July 31, 2019 for these lines were non-renewed at the end of their annual terms. As of December 31, 2021 and 2020, there arewere no commercial liability policies in-force. For the year endedAs of December 31, 2020,2021, these expired policies represent approximately 2.5% of net premiums earned and 33.7%20.2% of loss and LAE reserves net of reinsurance recoverables. See discussion below under “Additional Financial Information”.

 

Livery physical damage:We write for-hire vehicle physical damage only policies for livery and car service vehicles and taxicabs. These policies insure only the physical damage portion of insurance for such vehicles, with no liability coverage included.

 

Other:We write canine legal liability policies and have a small participation in mandatory state joint underwriting associations.

 

Key Measures

 

We utilize the following key measures in analyzing the results of our insurance underwriting business:

 

Net loss ratio: The net loss ratio is a measure of the underwriting profitability of an insurance company’s business. Expressed as a percentage, this is the ratio of net losses and LAE incurred to net premiums earned.

 

Net underwriting expense ratio: The net underwriting expense ratio is a measure of an insurance company’s operational efficiency in administering its business. Expressed as a percentage, this is the ratio of the sum of acquisition costs (the most significant being commissions paid to our producers) and other underwriting expenses less ceding commission revenue less other income to net premiums earned.

 

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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.

Distribution Channels

During 2019, we initiated an alternative distribution program through Cosi (“Alternative Distribution”). The goal of this program is to enhance our personal lines distribution channel to include nationally recognized name-brand carriers along with nationwide call center and digital insurance agencies. While still in early stages of development, the impact of this initiative can be measured by the amount of new premiums written compared to total premiums written, which includes renewals from our independent agency network. The table below shows premiums written by distribution channel for our homeowners and dwelling fire components of personal lines.

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Year ended

 

 

Year ended

 

($ in thousands)

 

December 31, 2020

 

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

Direct Written Pemiums

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Independent

 

$123,755

 

 

 

76.4%

 

$120,625

 

 

 

80.6%

Expansion Independent (1)

 

 

30,953

 

 

 

19.1%

 

 

24,253

 

 

 

16.2%

Alternative Distribution through Cosi

 

 

7,233

 

 

 

4.5%

 

 

4,799

 

 

 

3.2%

Total

 

$161,941

 

 

 

100.0%

 

$149,677

 

 

 

100.0%

(1)

Outside of New York

(Percent components may not sum to totals due to rounding)

For the years ended December 31, 2020 and 2019, Alternative Distribution made up 4.5% and 3.2%, respectively, of direct written premiums for our homeowners and dwelling fire components of personal lines. As discussed above, on July 10, 2020, KICO’s A.M. Best Financial Strength Rating was downgraded from A- (Excellent) to B++ (Good). This action has resulted in and will continue to result in a decrease in the business from Cosi, a multi-state licensed general agent that had partnered with name-brand carriers, some of which require an A.M. Best rating of A- (Excellent) from its partners.

 

Critical Accounting Policies and Estimates

 

Our consolidated financial statements include the accounts of Kingstone Companies, Inc. and all majority-owned and controlled subsidiaries. The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions in certain circumstances that affect amounts reported in our consolidated financial statements and related notes. In preparing these consolidated financial statements, our management has utilized information including our past history, industry standards, and the current economic environment, and other factors, in forming its estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. It is possible that the ultimate outcome as anticipated by our management in formulating its estimates 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 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 been reported prior to the reporting date, amounts recoverable from third party reinsurers, deferred ceding commission revenue, deferred policy acquisition costs, deferred income taxes, the impairment of investment securities, intangible assets and the valuation of stock-based compensation. See Note 2 to the Consolidated Financial Statements following Item 16 of this Annual Report.

  

 
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Consolidated Results of Operations

 

The following table summarizes the changes in the results of our operations for the periods indicated:

 

 

 

Years ended December 31,

 

($ in thousands)

 

2020

 

 

2019

 

 

Change

 

 

Percent

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Direct written premiums

 

$169,318

 

 

$171,214

 

 

$(1,896)

 

 

(1.1)%

Assumed written premiums

 

 

-

 

 

 

1

 

 

 

(1)

 

na

%

 

 

 

169,318

 

 

 

171,215

 

 

 

(1,897)

 

 

(1.1)%

Ceded written premiums

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ceded to quota share treaties in force during the period

 

 

33,250

 

 

 

7,623

 

 

 

25,627

 

 

 

336.2%

Unearned premiums ceded to new quota share treaty (1)

 

 

-

 

 

 

16,320

 

 

 

(16,320)

 

 

(100.0)%

Return of premiums previously ceded to prior quota share treaties (1)

 

 

(17,440)

 

 

-

 

 

 

(17,440)

 

na

%

Ceded to quota share treaties

 

 

15,810

 

 

 

23,943

 

 

 

(8,133)

 

 

(34.0)%

Ceded to excess of loss treaties

 

 

2,007

 

 

 

1,879

 

 

 

128

 

 

 

6.8%

Ceded to catastrophe treaties

 

 

24,438

 

 

 

19,814

 

 

 

4,624

 

 

 

23.3%

Total ceded written premiums

 

 

42,255

 

 

 

45,636

 

 

 

(3,381)

 

 

(7.4)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net written premiums

 

 

127,063

 

 

 

125,579

 

 

 

1,484

 

 

 

1.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unearned premiums

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct and assumed

 

 

374

 

 

 

(11,351)

 

 

11,725

 

 

 

(103.3)%

Ceded to quota share treaties

 

 

(19,356)

 

 

13,395

 

 

 

(32,751)

 

 

244.5%

Change in net unearned premiums

 

 

(18,982)

 

 

2,044

 

 

 

(21,026)

 

 

1,028.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct and assumed

 

 

169,692

 

 

 

159,864

 

 

 

9,828

 

 

 

6.1%

Ceded to reinsurance treaties

 

 

(61,611)

 

 

(32,240)

 

 

(29,371)

 

 

(91.1)%

Net premiums earned

 

 

108,081

 

 

 

127,624

 

 

 

(19,543)

 

 

(15.3)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ceding commission revenue

 

 

14,202

 

 

 

4,651

 

 

 

9,551

 

 

 

205.4%

Net investment income

 

 

6,506

 

 

 

6,869

 

 

 

(363)

 

 

(5.3)%

Net gains on investments

 

 

1,591

 

 

 

4,591

 

 

 

(3,000)

 

 

(65.3)%

Other income

 

 

990

 

 

 

1,385

 

 

 

(395)

 

 

(28.5)%

Total revenues

 

 

131,370

 

 

 

145,120

 

 

 

(13,750)

 

 

(9.5)%

 Expenses 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct and assumed:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses excluding the effect of catastrophes

 

 

72,842

 

 

 

94,775

 

 

 

(21,933)

 

 

(23.1)%

Losses from catastrophes, tropical storm Isaias (2)(3)

 

 

16,857

 

 

 

-

 

 

 

16,857

 

 

na

%

Losses from catastrophes, all others (2)

 

 

4,683

 

 

 

8,177

 

 

 

(3,494)

 

 

(42.7)%

Total direct and assumed loss and loss adjustment expenses

 

 

94,382

 

 

 

102,952

 

 

 

(8,570)

 

 

(8.3)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ceded loss and loss adjustment expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses excluding the effect of catastrophes

 

 

18,013

 

 

 

12,287

 

 

 

5,726

 

 

 

46.6%

Losses from catastrophes, tropical storm Isaias (2)(3)

 

 

8,732

 

 

 

-

 

 

 

8,732

 

 

na

%

Losses from catastrophes, all others (2)

 

 

1,206

 

 

 

482

 

 

 

724

 

 

 

150.2

%

Total ceded loss and loss adjustment expenses

 

 

27,951

 

 

 

12,769

 

 

 

15,182

 

 

 

118.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and loss adjustment expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses excluding the effect of catastrophes

 

 

54,829

 

 

 

82,488

 

 

 

(27,659)

 

 

(33.5)%

Losses from catastrophes, tropical storm Isaias (2)(3)

 

 

8,125

 

 

 

-

 

 

 

8,125

 

 

na

%

Losses from catastrophes, all others (2)

 

 

3,477

 

 

 

7,695

 

 

 

(4,218)

 

 

(54.8)%

Net loss and loss adjustment expenses

 

 

66,431

 

 

 

90,183

 

 

 

(23,752)

 

 

(26.3)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commission expense

 

 

31,828

 

 

 

30,093

 

 

 

1,735

 

 

 

5.8%

Other underwriting expenses

 

 

25,425

 

 

 

24,420

 

 

 

1,005

 

 

 

4.1%

Other operating expenses

 

 

4,283

 

 

 

3,835

 

 

 

448

 

 

 

11.7%

Depreciation and amortization

 

 

2,865

 

 

 

2,546

 

 

 

319

 

 

 

12.5%

Interest expense

 

 

1,826

 

 

 

1,826

 

 

 

-

 

 

-

%

Total expenses

 

 

132,659

 

 

 

152,903

 

 

 

(20,245)

 

 

(13.2)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before taxes

 

 

(1,288)

 

 

(7,783)

 

 

6,495

 

 

 

83.5%

Income tax benefit

 

 

(2,260)

 

 

(1,816)

 

 

(444)

 

 

(24.4)%

Net income (loss)

 

$972

 

 

$(5,967)

 

$6,939

 

 

 

116.3%

 

 

Years ended December 31, 

 

($ in thousands)

 

2021

 

 

2020

 

 

Change

 

 

 Percent

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Direct written premiums

 

$181,665

 

 

$169,318

 

 

$12,347

 

 

 

7.3%

Assumed written premiums

 

 

-

 

 

 

-

 

 

 

-

 

 

na

%

 

 

 

181,665

 

 

 

169,318

 

 

 

12,347

 

 

 

7.3%

Ceded written premiums

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ceded to quota share treaties in force during the period

 

 

578

 

 

 

33,250

 

 

 

(32,672)

 

 

(98.3)%

Unearned premiums ceded to new quota share treaty (1)

 

 

22,932

 

 

 

-

 

 

 

22,932

 

 

na

%

Return of premiums previously ceded to prior quota share treaties (1)

 

 

-

 

 

 

(17,440)

 

 

17,440

 

 

na

%

 Ceded to quota share treaties 

 

 

23,510

 

 

 

15,810

 

 

 

7,700

 

 

 

48.7%

 Ceded to excess of loss treaties

 

 

2,613

 

 

 

2,007

 

 

 

606

 

 

 

30.2%

 Ceded to catastrophe treaties

 

 

26,787

 

 

 

24,438

 

 

 

2,349

 

 

 

9.6%

Total ceded written premiums

 

 

52,910

 

 

 

42,255

 

 

 

10,655

 

 

 

25.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net written premiums

 

 

128,755

 

 

 

127,063

 

 

 

1,692

 

 

 

1.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unearned premiums

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct and assumed

 

 

(7,750)

 

 

374

 

 

 

(8,124)

 

na

%

Ceded to quota share treaties

 

 

22,877

 

 

 

(19,356)

 

 

42,233

 

 

na

%

Change in net unearned premiums

 

 

15,127

 

 

 

(18,982)

 

 

34,109

 

 

na

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct and assumed

 

 

173,915

 

 

 

169,692

 

 

 

4,223

 

 

 

2.5%

Ceded to reinsurance treaties

 

 

(30,033)

 

 

(61,611)

 

 

31,578

 

 

 

51.3%

Net premiums earned 

 

 

143,882

 

 

 

108,081

 

 

 

35,801

 

 

 

33.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ceding commission revenue

 

 

90

 

 

 

14,202

 

 

 

(14,112)

 

 

(99.4)%

Net investment income 

 

 

6,621

 

 

 

6,506

 

 

 

115

 

 

 

1.8%

Net gains on investments 

 

 

9,787

 

 

 

1,591

 

 

 

8,196

 

 

 

515.1%

Other income

 

 

851

 

 

 

990

 

 

 

(139)

 

 

(14.0)%

Total revenues 

 

 

161,231

 

 

 

131,370

 

 

 

29,861

 

 

 

22.7%

Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Loss and loss adjustment expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Direct and assumed:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Loss and loss adjustment expenses excluding the effect of catastrophes

 

 

87,308

 

 

 

72,842

 

 

 

14,466

 

 

 

19.9%

 Losses from catastrophes (2)

 

 

15,632

 

 

 

4,683

 

 

 

10,949

 

 

 

233.8%

 Total direct and assumed loss and loss adjustment expenses 

 

 

102,940

 

 

 

77,525

 

 

 

25,415

 

 

 

32.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Ceded loss and loss adjustment expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Loss and loss adjustment expenses excluding the effect of catastrophes

 

 

155

 

 

 

18,013

 

 

 

(17,858)

 

 

(99.1)%

 Losses from catastrophes (2)

 

 

813

 

 

 

1,206

 

 

 

(393)

 

 

(32.6)%

 Total ceded loss and loss adjustment expenses 

 

 

968

 

 

 

19,219

 

 

 

(18,251)

 

 

(95.0)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net loss and loss adjustment expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Loss and loss adjustment expenses excluding the effect of catastrophes

 

 

87,153

 

 

 

54,829

 

 

 

32,324

 

 

 

59.0%

 Losses from catastrophes (2)

 

 

14,819

 

 

 

3,477

 

 

 

11,342

 

 

 

326.2%

 Net loss and loss adjustment expenses 

 

 

101,973

 

 

 

58,306

 

 

 

43,666

 

 

 

74.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commission expense 

 

 

33,114

 

 

 

31,828

 

 

 

1,286

 

 

 

4.0%

Other underwriting expenses 

 

 

26,254

 

 

 

25,425

 

 

 

829

 

 

 

3.3%

Other operating expenses 

 

 

4,183

 

 

 

4,283

 

 

 

(100)

 

 

(2.3)%

Depreciation and amortization

 

 

3,290

 

 

 

2,865

 

 

 

425

 

 

 

14.8%

Interest expense

 

 

1,826

 

 

 

1,826

 

 

 

-

 

 

-

 %

Total expenses 

 

 

170,640

 

 

 

124,533

 

 

 

46,106

 

 

 

37.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before taxes

 

 

(9,409)

 

 

6,837

 

 

 

(16,246)

 

 

237.6%

Income tax benefit

 

 

(2,031)

 

 

(2,260)

 

 

229

 

 

 

10.1%

Net (loss) income

 

$(7,378)

 

$9,097

 

 

$(16,475)

 

na

 

36

Table of Contents

(Columns in the table above may not sum to totals due to rounding)

 

(1)

Effective July 1, 2019, our personal lines 10% quota share treaty expired on a run-off basis. Effective December 15, 2019, we entered into a 25% quota share treaty.

Effective December 31, 2020, our personal lines 25% quota share treaty expired on a cut-off basis. Effective December 31, 2021, we entered into a 30% quota share treaty.

(2)

The years ended December 31, 20202021 and 20192020 include 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.

35

(3)

The year ended December 31, 2020 includes catastrophe losses from Tropical Storm Isaias, which has been designated PCS Storm 2044.Table of Contents

 

 

Years ended December 31,

 

 

 

2020

 

 

2019

 

 

Percentage Point Change

 

 

Percent Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key ratios:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss ratio

 

 

61.5%

 

 

70.7%

 

 

(9.2)

 

 

(13.0)%

Net underwriting expense ratio

 

 

38.9%

 

 

38.0%

 

 

0.9

 

 

 

2.4%

Net combined ratio

 

 

100.4%

 

 

108.7%

 

 

(8.3)

 

 

(7.6)%

 

 

Years ended December 31,

 

 

 

2021

 

 

2020

 

 

Percentage Point Change

 

 

Percent Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key ratios:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss ratio

 

 

70.9%

 

 

61.5%

 

 

9.4

 

 

 

15.3%

Net underwriting expense ratio

 

 

40.6%

 

 

38.9%

 

 

1.7

 

 

 

4.4%

Net combined ratio

 

 

111.5%

 

 

100.4%

 

 

11.1

 

 

 

11.1%

  

Direct Written Premiums

 

Direct written premiums during the year ended December 31, 20202021 (“Year Ended 2020”2021”) were $169,318,000$181,665,000 compared to $171,214,000$169,318,000 during the year ended December 31, 20192020 (“Year Ended 2019”2020”). The decreaseincrease of $1,896,000,$12,347,000, or 1.1%7.3%, was primarily due to the decreasean increase in premiums from our commercialpersonal lines business as result of our decision in July 2019 to no longer underwrite this line of business. Direct written premiums from our personal lines business for Year Ended 2021 were $171,720,000, an increase of $9,536,000, or 5.9%, from $162,184,000 in Year Ended 20202020. Direct written premiums from our livery physical damage business for Year Ended 2021 were $162,184,000,$9,717,000, an increase of $12,264,000,$2,661,000, or 8.2%37.7%, from $149,920,000$7,056,000 in Year Ended 2019.2020. The increase in livery physical damage direct written premiums was due to the declining effect of the COVID-19 pandemic in our geographic area.

 

Beginning in 2017 we started writing homeowners policies in New Jersey. Through 2019 we expanded to Rhode Island, Massachusetts and Connecticut. 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 $37,276,000 in Year Ended 2021 compared to $33,914,000 in Year Ended 2020, an increase of $8,267,000, or 32.2% compared to $25,647,0002020. Direct written premiums from our Core business were $144,385,000 in Year Ended 2019.2021 compared to $135,455,000 in Year Ended 2020.  

 

Net Written Premiums and Net Premiums Earned

 

Through June 30, 2019, ourEffective December 31, 2021, we entered into a quota share reinsurance treaties were on a Julytreaty for our personal lines business covering the period from December 31, 2021 through January 1, through June 30 fiscal year basis. Effective2023 (“2021/2023 Treaty”).Effective December 15, 2019, we entered into a quota share reinsurance treaty for our personal lines business covering the period from December 15, 2019 through December 30, 2020 (“2019/2020 Treaty”). OurEffective December 31, 2020, the 2019/2020 Treaty expired on a cut off basis; this treaty was not renewed. In addition to the 2019/2020 Treaty, our personal lines quota share reinsurance treaty in effect for Year Ended 2020 also included the run-off of the personal lines quota share treaty (“2018/2019 was covered throughTreaty”) that expired on June 30, 2019 (together with2019. The run-off covered the run-off period) under a treaty covering a two-year period from July 1, 20172019 through June 30, 20192020 (“2017/2019 Treaty”). The treaty in effect during Year Ended 2019 was covered through June 30, 2019 (together with the run-off period) under the July 1, 2018 through June 30, 2019 treaty year (“2018/2019 Treaty Year”2019/2020 Run-Off”). The following table describes the quota share reinsurance ceding rates in effect for each treaty year during Year ended 2020Ended 2021 and Year Ended 2019 under the 2019/2020 Treaty and the 2017/2019 Treaty, respectively.2020. 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.

 

 
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Years ended December 31,

 

 

 

2020

 

 

2019

 

 

 

("2019/2020 Treaty")

 

 

("2018/2019

Treaty Year")

 

 

 

 

 

 

Quota share reinsurance rates

 

 

 

Personal lines

 

 

25% (2)

 

 

10% (1)

Years ended December 31,

2021

2020

Quota share reinsurance rates

Personal lines

2021/2023 Treaty

30% (1

n/a

2019/2020 Treaty

n/a

25% (2

2018/2019 Treaty

n/a

10% (3

  

(1)

The 2018/20192021/2023 Treaty Year, covered under the 2017/2019 Treaty, expired onis effective December 31, 2021 with a run-off basis effective July 1, 2019 through June 30, 2020 (the “2019 Run-off”)quota share reinsurance rate of 30%.

(2)

The 2019/2020 Treaty was effective from December 15, 2019 through December 30, 2020 with a quota share reinsurance rate of 25%.

 

See “Reinsurance” below for changes to our personal lines quota share treaty effective December 15,

(3)

The 2018/2019 andTreaty expired on a run-off basis from July 1, 2019 and 2018.through June 30, 2020.

 

Net written premiums increased $1,484,000,$1,692,000, or 1.2%1.3%, to $128,755,000 in Year Ended 2021 from $127,063,000 in Year Ended 2020 from $125,579,000 in Year Ended 2019.2020. 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). The increase in net written premiums in Year Ended 2020 was attributable to the inception of the 2019/2020 Treaty on December 15, 2019 on a cut-off basis (see table above) and the decrease in commercial lines premiums, which are not subject to a quota share treaty. In Year Ended 2020,2021, our premiums ceded under quota share treaties decreased by $32,672,000 in force increased by $25,627,000 over the comparablecomparison to ceded premiums in Year Ended 2019.2020 (see table above). Our personal lines business was subject to the 2019/2020 Treaty from December 15, 2019 through December 30, 2020. Our personal lines business was subject to the 2017/2019 Treaty under the 2018/2019 Treaty Year through June 30, 2019. Following June 30, 2019, any earned premium and associated claims for policies still in force continued to be ceded under the 10% quota share rate until such policies expired (run-off) over the next year. The 20192019/2020 run-off period was from July 1, 2019 through June 30, 2020 and there was no return of unearned premiums under this arrangement.

 

Excess of loss reinsurance treaties

 

An increase in written premiums will increase the premiums ceded under our excess of loss treaties. In Year Ended 2020,2021, our ceded excess of loss reinsurance premiums increased by $128,000$606,000 over the comparable ceded premiums for Year Ended 2019.2020. The increase was due to an increase in subject premiums subject to excess of loss reinsurance.and increase in rate.

 

Catastrophe reinsurance treaty

 

Most of the premiums written under our personal lines policies 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 Year Ended 2020,2021, our premiums ceded under catastrophe treaties increased by $4,624,000$2,349,000 over the comparable ceded premiums in Year Ended 2019.2020. The change was due to an increase in our catastrophe limit purchased through June 30,reinsurance rates effective July 1, 2020, partially offset by a decrease in our limit effective July 1, 2020and an increase in reinsurance rates effective July 1, 2019.2020. Through June 30, 2020, our ceded catastrophe premiums were paid based on the total direct written premiums subject to the catastrophe reinsurance treaty. Effective July 1, 2020, and continuing through June 30, 2021, our ceded catastrophe premiums will bewere paid based on the total insured value of our risks calculated as of August 31, 2020. Effective July 1, 2021, and continuing through June 30, 2022, our ceded catastrophe premiums will be paid based on the total insured value of our risks as of August 31, 2021.

 

 
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Net premiums earned

 

Net premiums earned decreased $19,543,000,increased $35,801,000, or 15.3%33.1%, to $143,882,000 in Year Ended 2021 from $108,081,000 in Year Ended 2020 from $127,624,000 in Year Ended 2019.2020. The decreaseincrease was due to the inceptionexpiration of both the 2019/2020 Treaty on December 15, 201930, 2020 on a cut-off basis and the decrease in commercial lines premiums, which are not subject to a quota share treaty. The expired 2017/2019 Treaty under the 2018/2019 Treaty Year was in run-off through2019/2020 Run-Off as of June 30, 2020.

 

Ceding Commission Revenue

 

The following table summarizes the changes in the components of ceding commission revenue (in thousands) for the periods indicated:

 

 

 

Years ended December 31,

 

($ in thousands)

 

2020

 

 

2019

 

 

Change

 

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisional ceding commissions earned

 

$14,119

 

 

$5,446

 

 

$8,673

 

 

 

159.3%

Contingent ceding commissions earned

 

 

83

 

 

 

(795)

 

 

878

 

 

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total ceding commission revenue

 

$14,202

 

 

$4,651

 

 

$9,551

 

 

 

205.4%

 

 

Years ended December 31,

 

($ in thousands)

 

2021

 

 

2020

 

 

Change

 

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisional ceding commissions earned

 

$234

 

 

$14,119

 

 

$(13,885)

 

 

(98.3)%

Contingent ceding commissions earned

 

 

(144)

 

 

83

 

 

 

(227)

 

n/a

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total ceding commission revenue

 

$90

 

 

$14,202

 

 

$(14,112)

 

 

(99.4)%

  

Ceding commission revenue was $90,000 in Year Ended 2021 compared to $14,202,000 in Year Ended 2020 compared to $4,651,000 in Year Ended 2019.2020. The increasedecrease of $9,551,000, or 205.4%,$14,112,000 was due to an increasea decrease in both provisional ceding commissions earned and contingent ceding commissions earned. The increase in provisional ceding commissions occurred due to the increase in quota share reinsurance rates effective December 15, 2019 (seeSee below for a discussion of provisional ceding commissions earned and contingent ceding commissions earned).earned.

 

Provisional Ceding Commissions Earned

 

We receiveThrough December 30, 2020, we received a provisional ceding commission based on ceded written premiums. The $8,673,000 increase$13,885,000 decrease in provisional ceding commissions earned is primarilywas due to the increase inexpiration of both the quota share ceding rate effective2019/2020 Treaty on December 15, 2019 to 25%, from30, 2020 on a cut-off basis and the 10% rate in effect for part2019/2020 Run-Off as of Year Ended 2019. There was an increase in ceded premiums in Year Ended 2020 available from which to earn ceding commissions compared to Year Ended 2019 due to the changes in quota share ceding rates, the elimination of the 10% quota share treaty on effective July 1, 2019, and an increase in personal lines direct written premiums subject to the quota share.June 30, 2020.

 

Contingent Ceding Commissions Earned

 

The structure of the 2019/2020 Treaty and 2017/2019 Treaty structure calls2019/2020 Run-Off called for a higher upfrontfixed provisional ceding commission and there iswas not an opportunity to earn additional contingent ceding commissions under thesethose treaties. 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. Under our prior years’ quota share treaties, we received 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.

 

Net Investment Income

 

Net investment income was $6,621,000 in Year Ended 2021compared to $6,506,000 in Year Ended 2020, compared to $6,869,000 in Year Ended 2019, a decreasean increase of $363,000,$115,000, or 5.3%1.8%. The average yield on invested assets was 3.25% as of December 31, 2021 compared to 3.39% as of December 31, 2020 compared to 3.51%2020. 

Cash and invested assets were $237,885,000 as of December 31, 2019.2021 compared to $222,314,000 as of December 31, 2020. The $15,571,000 increase in cash and invested assets was primarily attributable to an increase in operating cash flows for the Year Ended 2021.

 

 
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Cash and invested assets were $222,314,000 as of December 31, 2020 compared to $231,700,000 as of December 31, 2019. The $9,386,000 decrease in cash and invested assets was primarily attributable to a decrease in operating cash flows for the Year Ended 2020.

 

Net Gains and Losses on Investments

 

Net gains on investments were $9,787,000 in Year Ended 2021 compared to $1,591,000 in Year Ended 2020 compared to net gains of $4,591,000 in Year Ended 2019.2020. Unrealized gains on our equity securities and other investments in Year Ended 20202021 were $758,000,$2,469,000, compared to unrealized gains of $4,562,000$758,000 in Year Ended 2019.2020. Realized gains on sales of investments were $7,317,000 in Year Ended 2021 compared to $832,000 in Year Ended 2020 compared to realized gains of $29,000 in Year Ended 2019.2020.

 

Other Income

 

Other income was $851,000 in Year Ended 2021 compared to $990,000 in Year Ended 2020 compared to $1,385,000 in Year Ended 2019.2020. The decrease of $395,000,$139,000, or 28.5%14.0%, was primarily due to a decreasenot having any active commercial lines policies in finance and service charges during Year Ended 2020.2021 to generate fees.

 

Net Loss and LAE

 

Net loss and LAE was $101,973,000 in Year Ended 2021 compared to $66,431,000 in Year Ended 2020 compared to $90,182,000 in Year Ended 2019.2020. The net loss ratio was 70.9% in Year Ended 2021 compared to 61.5% in Year Ended 2020, compared to 70.7% in Year Ended 2019, a decreasean increase of 9.29.4 percentage points.

40

Table of Contents

 

The following graph summarizes the changes in the components of net loss ratio for the periods indicated, along with the comparable components excluding commercial lines business:

 

king_10kimg766.jpg

kins_10kimg10.jpg

(Percent components may not sum to totals due to rounding)

 

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Table of Contents

The net loss ratio was 61.5% forduring Year Ended 2020. Despite the significant impact from Tropical Storm Isaias in August, the loss ratio for2021 was higher than Year Ended 2020 due to an elevated frequency of liability claims, as well as a higher impact from large fire losses and water damage claims. The elevated reported liability claim frequency began in early 2021 for both Homeowners and Dwelling Fire lines. Liability frequency has improved since June 2021 for Homeowners, our largest line of business. Dwelling Fire Liability frequency was still higher than the historical average in the fourth quarter but has improved 9.2 points, from 70.7% incompared to the first three quarters of the year. The high liability frequency is suspected to be related to the COVID-19 pandemic and is expected to return to a more typical level as people return to work. The impact of water damage claims during Year Ended 2019. The loss ratio improved due to several factors, including a reduced impact from2021 was higher than the prior year, loss development and an improvement in underlying loss ratio driven by reduced severity.

Prior year development was stable for Year Ended 2020, with minimal impact ona few large losses that emerged in the overall loss ratio. This compared to 8.7 points of unfavorable impact in Year Ended 2019, which was primarily related to adverse loss development from commercial lines business of which there were no in-force policies as of December 31, 2020.fourth quarter.

 

The impact of catastrophe losses was largerhigh for Year Ended 2021. The winter was mild, but there were seven catastrophe events during the second half of 2021, including three named storms, Elsa, Henri and Ida. Ida was one of the largest catastrophe events in the company’s history, resulting in over 1,500 reported claims. The estimated net impact of Ida is $10,300,000, or a 7.1-point impact on the Year Ended 2021 loss ratio. The total impact of all catastrophe events on the loss ratio was 10.3 points for Year Ended 2021. This compares to a 10.7-point impact from catastrophe events for Year Ended 2020, which also had a mild winter but was heavily impacted by Tropical Storm Isaias in the third quarter.

Prior year development was stable during Year Ended 2021. There was an overall favorable development of $15,000, which had a marginal impact on the loss ratio.

See table below under “Additional Financial Information” summarizing net loss ratios by line of business.

Commission Expense

                Commission expense was $33,114,000 in Year Ended 2021 or 19.0% of direct earned premiums. Commission expense was $31,828,000 in Year Ended 2020 or 18.8% of direct earned premiums. The increase of $1,286,000 was primarily due to increases in both the annual contingent commissions and direct earned premiums in Year Ended 2021 as compared to Year Ended 2020.

Other Underwriting Expenses

                Other underwriting expenses were $26,254,000 in Year Ended 2021 compared to $25,425,000 in Year Ended 2020. The total catastrophe loss ratio for Year Ended 2020 was 10.7 points, compared to 6.0 points for Year Ended 2019. During Tropical Storm Isaias we incurred $8.125 millionmodest increase of losses,$829,000, or a 7.5-point impact on the overall loss ratio. There were 13 PCS catastrophe events (excluding Tropical Storm Isaias) during Year Ended 2020, with a 3.2-point impact on the overall loss ratio compared to 9 PCS catastrophe events during Year Ended 2019 with a 6.0-point impact on the overall loss ratio as noted above.

The underlying loss ratio (loss ratio excluding impact of catastrophe and prior year development) was 50.7% for Year Ended 2020, a decrease of 5.3 points from the 56.0% underlying loss ratio for Year Ended 2019. The improvement3.3%, was primarily due to reduced severityan initiative to reduce expenses with the use of technology.

                Our largest single component of other underwriting expenses is salaries and our exit from the commercial liability linesemployment costs, with costs of business. Excluding commercial lines, the underlying loss ratio improved 3.3 points to 49.8% for$10,189,000 in Year Ended 20202021 compared to from 53.1% for$10,830,000 in Year Ended 2019.2020. The decrease of $641,000, or 5.9%, compares favorably with the 7.3% increase in direct written premiums. The decrease in employment costs was attributable to staff reductions.

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Table of Contents

                Our net underwriting expense ratio in Year Ended 2021 was 40.6% compared to 38.9% in Year Ended 2020. The following table shows the individual components of our net underwriting expense ratio for the periods indicated:

 

 

 Years ended

 

 

 

 

 

December 31,

 

 

Percentage

 

 

 

2021

 

 

2020

 

 

Point Change

 

Other underwriting expenses

 

 

 

 

 

 

 

 

 

Employment costs

 

 

7.1%

 

 

10.0%

 

 

(2.9)

Underwriting fees (inspections/surveys)

 

 

1.3

 

 

 

2.6

 

 

 

(1.3)

IT expenses

 

 

3.2

 

 

 

2.6

 

 

 

0.6

 

Profesional fees

 

 

1.2

 

 

 

1.0

 

 

 

0.2

 

Other expenses

 

 

5.5

 

 

 

7.4

 

 

 

(1.9)

Total other underwriting expenses

 

 

18.3

 

 

 

23.6

 

 

 

(5.3)

 

 

 

 

 

 

 

 

 

 

 

 

 

Commission expense

 

 

23.0

 

 

 

29.4

 

 

 

(6.4)

 

 

 

 

 

 

 

 

 

 

 

 

 

Ceding commission revenue

 

 

 

 

 

 

 

 

 

 

 

 

Provisional

 

 

(0.2)

 

 

(13.1)

 

 

12.9

 

Contingent

 

 

0.1

 

 

 

(0.1)

 

 

0.2

 

Total ceding commission revenue

 

 

(0.1)

 

 

(13.2)

 

 

13.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

(0.6)

 

 

(0.9)

 

 

0.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net underwriting expense ratio

 

 

40.6%

 

 

38.9%

 

 

1.7

 

                The overall 13.1 percentage point decrease in the benefit from ceding commissions in Year Ended 2021 was driven by the reduction in provisional ceding commission revenue due to the expiration of the 2019/2020 Treaty on December 30, 2020. The components of our net underwriting expense ratio related to other underwriting expenses and commissions decreased in all categories except for IT expenses and professional fees. The components that decreased, did so due to more retention, given the reduction of ceded premiums after the expiration of the 2019/2020 Treaty on December 30, 2020. IT expenses and professional fees increased in Year Ended 2021 due to our Kingstone 2.0 effort to modernize systems and create a more sophisticated suite of products for our customers.

 

 
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Commission Expense

Commission expense was $31,828,000 in Year Ended 2020 or 18.8% of direct earned premiums. Commission expense was $30,093,000 in Year Ended 2019 or 18.8% of direct earned premiums. The increase of $1,735,000 is primarily due to the increase in direct earned premiums in Year Ended 2020 as compared to Year Ended 2019.

Other Underwriting Expenses

Other underwriting expenses were $25,425,000 in Year Ended 2020 compared to $24,420,000 in Year Ended 2019. The increase of $1,005,000, or 4.1%, was primarily due to expenses related to growth in personal lines direct written premiums and salaries. Expenses directly related to the increase in personal lines direct written premiums primarily consist of underwriting expenses, software usage fees, and state premium taxes. Expenses indirectly related to the increase in personal lines direct written premiums primarily consist of salaries along with related other employment costs.

Our largest single component of other underwriting expenses is salaries and employment costs, with costs of $10,830,000 in Year Ended 2020 compared to $10,358,000 in Year Ended 2019. The increase of $472,000, or 4.6%, was less than the 8.2% increase in personal lines direct written premiums. The increase in employment costs was attributable to the hiring of additional highly experienced management and separation payments to terminated employees, offset by staff reductions.

Our net underwriting expense ratio in Year Ended 2020 was 38.9% compared to 38.0% in Year Ended 2019. The following table shows the individual components of our net underwriting expense ratio for the periods indicated:

 

 

Year ended

 

 

 

 

 

 

December 31,

 

 

Percentage

 

 

 

2020

 

 

2019

 

 

Point Change

 

 

 

 

 

 

 

 

 

 

 

Other underwriting expenses

 

 

 

 

 

 

 

 

 

Employment costs

 

 

10.0%

 

 

8.1%

 

 

1.9

 

Underwriting fees (inspections/data services)

 

 

2.6

 

 

 

2.4

 

 

 

0.2

 

Other expenses

 

 

11.0

 

 

 

8.6

 

 

 

2.4

 

Total other underwriting expenses

 

 

23.6

 

 

 

19.1

 

 

 

4.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commission expense

 

 

29.4

 

 

 

23.6

 

 

 

5.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ceding commission revenue

 

 

 

 

 

 

 

 

 

 

 

 

Provisional

 

 

(13.1)

 

 

(4.3)

 

 

(8.8)

Contingent

 

 

(0.1)

 

 

0.6

 

 

 

(0.7)

Total ceding commission revenue

 

 

(13.2)

 

 

(3.7)

 

 

(9.5)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

(0.9)

 

 

(1.0)

 

 

0.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net underwriting expense ratio

 

 

38.9%

 

 

38.0%

 

 

0.9

 

The overall 9.5 percentage point increase in the benefit from ceding commissions was driven entirely by the change in our quota share ceding rates and its impact on provisional ceding commission revenue. The components of our net underwriting expense ratio related to other underwriting expenses, other income and commissions increased in all categories due to less retention beginning with the inception of the 2019/2020 Treaty on December 15, 2019, resulting in an overall 0.9 percentage point increase in the net underwriting expense ratio.

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Other Operating Expenses

 

Other operating expenses, related to the expenses of our holding company and Cosi, were $4,183,000 for Year Ended 2021 compared to $4,283,000 for Year Ended 2020 compared2020. The following table shows a breakdown of the significant components of other operating expenses for the periods indicated:

 

 

Years ended

 

 

 

 

 

 

 

December 31,

 

 

 

 

 

($ in thousands)

 

2021

 

 

2020

 

 

Change

 

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Employement costs

 

$795

 

 

$757

 

 

$38

 

 

 

5.0%

Bonuses

 

 

-

 

 

 

15

 

 

 

(15)

 

 

(100.0)

Equity compensation

 

 

1,905

 

 

 

1,770

 

 

 

135

 

 

 

7.6

 

Professional

 

 

348

 

 

 

629

 

 

 

(281)

 

 

(44.7)

Directors fees

 

 

327

 

 

 

365

 

 

 

(38)

 

 

(10.4)

Insurance

 

 

212

 

 

 

240

 

 

 

(28)

 

 

(11.7)

Other expenses

 

 

597

 

 

 

507

 

 

 

89

 

 

 

17.6

 

Total other operating expenses

 

$4,183

 

 

$4,283

 

 

$(100)

 

 

(2.3)%

(Columns in the table above may not sum to $3,835,000 for Year Ended 2019.totals due to rounding)

                  The increasedecrease in Year Ended 20202021 of $448,000,$100,000, or 11.7%2.3%, as compared to Year Ended 20192020 was primarily due to increasesa decrease in equity compensation. Theprofessional fees. This aforementioned decrease was partially offset by an increase in employment costs due to an increase in equity compensation, was due to an annual restricted stock awardand compensation paid pursuant to the employmenta relinquishment agreement with Barry B. Goldstein,Dale A. Thatcher, our Chiefformer Chef Executive Officer. Executive bonus compensation is accrued pursuantOfficer (see Note 17 to the employment agreement in effect through December 31, 2022, however, no bonus expense was accrued for Year Ended 2020.The bonus, when applicable, is a one-time payment computed at the end of the three-year period ended December 31, 2019, and as of December 31, 2019 the three-year computation did not meet the required terms of profitability, resulting in no payment and a reversal of the $698,000 previously accrued.consolidated financial statements).

 

Depreciation and Amortization

 

Depreciation and amortization was $3,290,000 in Year Ended 2021 compared to $2,865,000 in Year Ended 2020 compared to $2,546,000 in Year Ended 2019.2020. The increase of $319,000,$425,000, or 12.5%14.8%, in depreciation and amortization was primarily due to depreciation of our new systems platformsystem platforms for handling business being written in Expansion states,policy and claims management and newly purchased assets used to upgrade our systems infrastructure.other systems.

 

Interest Expense

 

Interest expense in Year Ended 20202021 and Year Ended 20192020 was $1,826,000. We incurred interest expense in connection with our $30.0 million issuance of long-term debt in December 2017.

 

Income Tax Benefit

 

Income tax benefit in Year Ended 2021 was $2,031,000, which resulted in an effective tax expense rate of 21.6%. Income tax benefit in Year Ended 2020 was $2,260,000, which resulted in an effective tax benefitexpense rate of 175.5%. Income tax benefit in Year Ended 2019 was $1,816,000, which resulted in an effective tax benefit rate of 23.3%. Loss before taxes was $1,288,000$9,409,000 in Year Ended 20202021 compared to loss before taxes of $7,783,000$1,288,000 in Year Ended 2019.2020. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law, allowing for a five year carryback of 2020 and 2019 NOL’s.NOLs. We elected on our 2020 and 2019 federal income tax returnreturns to carry back the entire annual 2020 NOL of $5,715,000 to tax year 2015 and to carry back the 2019 NOL of $9,737,000 to tax years 2014 and 2015. The corporate tax rate in 2014 and 2015 was 34%, compared to the corporate tax rate of 21% in 2019. We will also elect on our 2020 federal income2019 and 2020. The $2,029,000 tax returnbenefit of carrying back these NOLs to carry back the 2020 NOL of $5,715,000 to tax year 2015. The corporate tax rate in2014 and 2015 was 34%, compared to the corporate tax rate of 21%recognized in Year Ended 2020.

 

Net (Loss) Income (Loss)

 

Net loss was $7,378,000 in Year Ended 2021 compared to net income wasof $972,000 in Year Ended 2020 compared to a net loss of $5,967,000 in Year Ended 2019.2020. The increasedecrease in net income of $6,939,000, or 116.3%,$8,350,000 was due to the circumstances described above, which caused the decrease in our net loss ratio and increase in ceding commission, partially offset by the decrease in our net premiums earned, other underwriting and operating expenses, depreciation and amortization.above.

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Additional Financial Information

 

We operate our business as one segment, property and casualty insurance. Within this segment, we offer a wide array of property and casualty policies to our producers. The following table summarizes gross and net premiums written, net premiums earned, and loss and loss adjustment expenses by major product type, which were determined based primarily on similar economic characteristics and risks of loss.

 

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 Years ended

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

Gross premiums written:

 

 

 

 

 

 

Personal lines

 

$162,184,437

 

 

$149,920,020

 

Livery physical damage

 

 

7,055,668

 

 

 

10,576,156

 

Other(1)

 

 

245,842

 

 

 

593,945

 

Total without commercial lines

 

 

169,485,947

 

 

 

161,090,121

 

Commercial lines (in run-off effective July 2019)(2)

 

 

(168,043)

 

 

10,124,908

 

Total gross premiums written

 

$169,317,904

 

 

$171,215,029

 

 

 

 

 

 

 

 

 

 

Net premiums written:

 

 

 

 

 

 

 

 

Personal lines(3)

 

$120,362,688

 

 

$105,774,168

 

Livery physical damage

 

 

7,055,668

 

 

 

10,576,156

 

Other(1)

 

 

218,853

 

 

 

549,978

 

Total without commercial lines

 

 

127,637,209

 

 

 

116,900,302

 

Commercial lines (in run-off effective July 2019)(2)

 

 

(574,688)

 

 

8,678,829

 

Total net premiums written

 

$127,062,521

 

 

$125,579,131

 

 

 

 

 

 

 

 

 

 

Net premiums earned:

 

 

 

 

 

 

 

 

Personal lines(3)

 

$96,463,184

 

 

$102,943,699

 

Livery physical damage

 

 

8,706,984

 

 

 

10,565,739

 

Other(1)

 

 

198,853

 

 

 

518,671

 

Total without commercial lines

 

 

105,369,021

 

 

 

114,028,109

 

Commercial lines (in run-off effective July 2019)(2)

 

 

2,711,608

 

 

 

13,595,333

 

Total net premiums earned

 

$108,080,629

 

 

$127,623,442

 

 

 

 

 

 

 

 

 

 

Net loss and loss adjustment expenses(4):

 

 

 

 

 

 

 

 

Personal lines

 

$56,312,702

 

 

$62,157,739

 

Livery physical damage

 

 

2,641,801

 

 

 

5,209,065

 

Other(1)

 

 

27,425

 

 

 

605,994

 

Unallocated loss adjustment expenses

 

 

4,304,095

 

 

 

2,846,248

 

Total without commercial lines

 

 

63,286,023

 

 

 

70,819,046

 

Commercial lines (in run-off effective July 2019)(2)

 

 

3,145,049

 

 

 

19,363,278

 

Total net loss and loss adjustment expenses

 

$66,431,072

 

 

$90,182,324

 

 

 

 

 

 

 

 

 

 

Net loss ratio(4):

 

 

 

 

 

 

 

 

Personal lines

 

 

58.4%

 

 

60.4%

Livery physical damage

 

 

30.3%

 

 

49.3%

Other(1)

 

 

22.4%

 

 

116.8%

Total without commercial lines

 

 

60.1%

 

 

62.1%

 

 

 

 

 

 

 

 

 

Commercial lines (in run-off effective July 2019)(2)

 

 

116.0%

 

 

142.4%

Total

 

 

61.5%

 

 

70.7%

 

 

Years ended December 31,  

 

 

 

 

 

 

2021

 

 

2020

 

Gross premiums written:

 

 

 

 

 

 

Personal lines

 

$171,719,993

 

 

$162,184,437

 

Livery physical damage

 

 

9,716,658

 

 

 

7,055,668

 

Other(1)

 

 

229,383

 

 

 

245,842

 

Total without commercial lines

 

 

181,666,034

 

 

 

169,485,947

 

Commercial lines (in run-off effective July 2019)(2)

 

 

(856)

 

 

(168,043)

Total gross premiums written

 

$181,665,178

 

 

$169,317,904

 

 

 

 

 

 

 

 

 

 

Net premiums written:

 

 

 

 

 

 

 

 

Personal lines(3)

 

$118,842,870

 

 

$120,362,688

 

Livery physical damage

 

 

9,716,658

 

 

 

7,055,668

 

Other(1)

 

 

196,812

 

 

 

218,853

 

Total without commercial lines

 

 

128,756,340

 

 

 

127,637,209

 

Commercial lines (in run-off effective July 2019)(2)

 

 

(856)

 

 

(574,688)

Total net premiums written

 

$128,755,484

 

 

$127,062,521

 

 

 

 

 

 

 

 

 

 

Net premiums earned:

 

 

 

 

 

 

 

 

Personal lines(3)

 

$135,738,484

 

 

$96,463,184

 

Livery physical damage

 

 

7,909,791

 

 

 

8,706,984

 

Other(1)

 

 

234,300

 

 

 

198,853

 

Total without commercial lines

 

 

143,882,575

 

 

 

105,369,021

 

Commercial lines (in run-off effective July 2019)(2)

 

 

(856)

 

 

2,711,608

 

Total net premiums earned

 

$143,881,719

 

 

$108,080,629

 

 

 

 

 

 

 

 

 

 

Net loss and loss adjustment expenses(4):

 

 

 

 

 

 

 

 

Personal lines

 

$92,475,850

 

 

$56,312,702

 

Livery physical damage

 

 

4,235,255

 

 

 

2,641,801

 

Other(1)

 

 

1,368,343

 

 

 

27,425

 

Unallocated loss adjustment expenses

 

 

3,696,380

 

 

 

4,304,095

 

Total without commercial lines

 

 

101,775,828

 

 

 

63,286,023

 

Commercial lines (in run-off effective July 2019)(2)

 

 

196,768

 

 

 

3,145,049

 

Total net loss and loss adjustment expenses

 

$101,972,596

 

 

$66,431,072

 

 

 

 

 

 

 

 

 

 

Net loss ratio(4):

 

 

 

 

 

 

 

 

Personal lines

 

 

68.1%

 

 

58.4%

Livery physical damage

 

 

53.5%

 

 

30.3%

Other(1)

 

 

584.0%

 

 

13.8%

Total without commercial lines

 

 

70.7%

 

 

60.1%

 

 

 

 

 

 

 

 

 

Commercial lines (in run-off effective July 2019)(2)

 

 

-22986.9%

 

 

116.0%

Total 

 

 

70.9%

 

 

61.5%

 

(1)

“Other” includes, among other things, premiums and loss and loss adjustment expenses from our participation in a mandatory state joint underwriting association and loss and loss adjustment expenses from commercial auto.

(2)

In July 2019, we decided that we will no longer underwrite Commercial Liability risks. See discussions above regarding the discontinuation of this line of business.

(3)

See discussions above with regard to “Net Written Premiums and Net Premiums Earned”, as to changes in quota share ceding rates effective December 31, 2021 and 2020, December 15, 2019 and July 1, 2019.

(4)

See discussions above with regard to “Net Loss and LAE”, as to catastrophe losses in the years ended December 31, 20202021 and 2019.2020.

 

 
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Insurance Underwriting Business on a Standalone Basis

 

Our insurance underwriting business reported on a standalone basis for the years ended December 31, 20202021 and 20192020 follows:

 

 

Years ended

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

Net premiums earned

 

$108,080,629

 

 

$127,623,442

 

Ceding commission revenue

 

 

14,202,353

 

 

 

4,650,851

 

Net investment income

 

 

6,504,983

 

 

 

6,821,248

 

Net gains on investments

 

 

1,549,099

 

 

 

4,495,230

 

Other income

 

 

970,595

 

 

 

1,306,820

 

Total revenues

 

 

131,307,659

 

 

 

144,897,591

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses

 

 

66,431,072

 

 

 

90,182,324

 

Commission expense

 

 

31,828,174

 

 

 

30,093,106

 

Other underwriting expenses

 

 

25,424,779

 

 

 

24,420,208

 

Depreciation and amortization

 

 

2,732,128

 

 

 

2,446,959

 

Total expenses

 

 

126,416,153

 

 

 

147,142,597

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

4,891,506

 

 

 

(2,245,006)

Income tax expense (benefit)

 

 

200,339

 

 

 

(785,784)

Net income (loss)

 

$4,691,167

 

 

$(1,459,222)

 

 

 

 

 

 

 

 

 

Key Measures:

 

 

 

 

 

 

 

 

Net loss ratio

 

 

61.5%

 

 

70.7%

Net underwriting expense ratio

 

 

38.9%

 

 

38.0%

Net combined ratio

 

 

100.4%

 

 

108.7%

 

 

 

 

 

 

 

 

 

Reconciliation of net underwriting expense ratio:

 

 

 

 

 

 

 

 

Acquisition costs and other underwriting expenses

 

$57,252,953

 

 

$54,513,314

 

Less: Ceding commission revenue

 

 

(14,202,353)

 

 

(4,650,851)

Less: Other income

 

 

(970,595)

 

 

(1,306,820)

Net underwriting expenses

 

$42,080,005

 

 

$48,555,643

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$108,080,629

 

 

$127,623,442

 

 

 

 

 

 

 

 

 

 

Net Underwriting Expense Ratio

 

 

38.9%

 

 

38.0%

 

 

Years ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Revenues 

 

 

 

 

 

 

Net premiums earned 

 

$143,881,719

 

 

$108,080,629

 

Ceding commission revenue 

 

 

89,681

 

 

 

14,202,353

 

Net investment income 

 

 

6,621,392

 

 

 

6,504,983

 

Net gains on investments 

 

 

9,627,948

 

 

 

1,549,099

 

Other income

 

 

849,155

 

 

 

970,595

 

Total revenues 

 

 

161,069,895

 

 

 

131,307,659

 

 

 

 

 

 

 

 

 

 

Expenses 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses 

 

 

101,972,596

 

 

 

66,431,072

 

Commission expense 

 

 

33,114,103

 

 

 

31,828,174

 

Other underwriting expenses 

 

 

26,254,143

 

 

 

25,424,779

 

Depreciation and amortization

 

 

3,150,489

 

 

 

2,732,128

 

Total expenses 

 

 

164,491,331

 

 

 

126,416,153

 

 

 

 

 

 

 

 

 

 

Loss (income) from operations

 

 

(3,421,436)

 

 

4,891,506

 

Income tax (benefit) expense 

 

 

(877,002)

 

 

200,339

 

Net (loss) income 

 

$(2,544,434)

 

$4,691,167

 

 

 

 

 

 

 

 

 

 

Key Measures:

 

 

 

 

 

 

 

 

Net loss ratio

 

 

70.9%

 

 

61.5%

Net underwriting expense ratio

 

 

40.6%

 

 

38.9%

Net combined ratio

 

 

111.5%

 

 

100.4%

 

 

 

 

 

 

 

 

 

Reconciliation of net underwriting expense ratio:

 

 

 

 

 

 

 

 

Acquisition costs and other underwriting expenses

 

$59,368,246

 

 

$57,252,953

 

Less: Ceding commission revenue

 

 

(89,681)

 

 

(14,202,353)

Less: Other income

 

 

(849,155)

 

 

(970,595)

Net underwriting expenses

 

$58,429,410

 

 

$42,080,005

 

 

 

 

 

 

 

 

 

 

Net premiums earned 

 

$143,881,719

 

 

$108,080,629

 

 

 

 

 

 

 

 

 

 

Net Underwriting Expense Ratio

 

 

40.6%

 

 

38.9%

 

 
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                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

 

 

 Direct

 

 

 Assumed

 

 

 Ceded

 

 

 Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2020

 

 

 

 

 

 

 

 

 

Year ended December 31, 2021

 

 

 

 

 

 

 

 

 

Written premiums

 

$169,317,904

 

$-

 

$(42,255,383)

 

$127,062,521

 

 

$181,665,178

 

$-

 

$(52,909,694)

 

$128,755,484

 

Change in unearned premiums

 

 

373,966

 

 

 

-

 

 

 

(19,355,858)

 

 

(18,981,892)

 

 

(7,750,334)

 

 

-

 

 

 

22,876,569

 

 

 

15,126,235

 

Earned premiums

 

$169,691,870

 

 

$-

 

 

$(61,611,241)

 

$108,080,629

 

 

$173,914,844

 

 

$-

 

 

$(30,033,125)

 

$143,881,719

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses exluding

 

 

 

 

 

 

 

 

 

the effect of catastrophes

 

$72,841,957

 

$-

 

$(18,012,645)

 

$54,829,312

 

Loss and loss adjustment expenses excluding the effect of catastrophes

 

$87,308,372

 

$-

 

$(155,322)

 

$87,153,050

 

Catastrophe loss

 

 

21,540,120

 

 

 

-

 

 

 

(9,938,360)

 

 

11,601,760

 

 

 

15,632,444

 

 

 

-

 

 

 

(812,898)

 

 

14,819,546

 

Loss and loss adjustment expenses

 

$94,382,077

 

 

$-

 

 

$(27,951,005)

 

$66,431,072

 

 

$102,940,816

 

 

$-

 

 

$(968,220)

 

$101,972,596

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio excluding the effect of catastrophes

 

42.9%

 

0.0%

 

29.2%

 

50.7%

 

50.2%

 

0.0%

 

0.5%

 

60.6%

Catastrophe loss

 

 

12.7%

 

 

0.0%

 

 

16.2%

 

 

10.8%

 

 

9.0%

 

 

0.0%

 

 

2.7%

 

 

10.3%

Loss ratio

 

 

55.5%

 

 

0.0%

 

 

45.4%

 

 

61.5%

 

 

59.2%

 

 

0.0%

 

 

3.2%

 

 

70.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2019

 

 

 

 

 

 

 

 

 

Year ended December 31, 2020

 

 

 

 

 

 

 

 

 

Written premiums

 

$171,214,091

 

$939

 

$(45,635,899)

 

$125,579,131

 

 

$169,317,904

 

$-

 

$(42,255,383)

 

$127,062,521

 

Change in unearned premiums

 

 

(11,350,864)

 

 

(243)

 

 

13,395,418

 

 

 

2,044,311

 

 

 

373,966

 

 

 

-

 

 

 

(19,355,858)

 

 

(18,981,892)

Earned premiums

 

$159,863,227

 

 

$696

 

 

$(32,240,481)

 

$127,623,442

 

 

$169,691,870

 

 

$-

 

 

$(61,611,241)

 

$108,080,629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses exluding the effect of catastrophes

 

$94,776,624

 

$(1,813)

 

$(12,287,304)

 

$82,487,507

 

Loss and loss adjustment expenses excluding the effect of catastrophes

 

$72,841,957

 

$-

 

$(18,012,645)

 

$54,829,312

 

Catastrophe loss

 

 

8,176,529

 

 

 

-

 

 

 

(481,712)

 

 

7,694,817

 

 

 

21,540,120

 

 

 

-

 

 

 

(9,938,360)

 

 

11,601,760

 

Loss and loss adjustment expenses

 

$102,953,153

 

 

$(1,813)

 

$(12,769,016)

 

$90,182,324

 

 

$94,382,077

 

 

$-

 

 

$(27,951,005)

 

$66,431,072

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio excluding the effect of catastrophes

 

59.3%

 

-260.5%

 

38.1%

 

64.6%

 

42.9%

 

0.0%

 

29.2%

 

50.8%

Catastrophe loss

 

 

5.1%

 

 

0.0%

 

 

1.5%

 

 

6.1%

 

 

12.7%

 

 

0.0%

 

 

16.2%

 

 

10.7%

Loss ratio

 

 

64.4%

 

 

-260.5%

 

 

39.6%

 

 

70.7%

 

 

55.6%

 

 

0.0%

 

 

45.4%

 

 

61.5%

45

Table of Contents

The key measures for our insurance underwriting business for the years ended December 31, 2021 and 2020 are as follows:

 

 

 Years ended

 

 

 

 December 31,

 

 

 

 2021

 

 

 2020

 

 

 

 

 

 

 

 

Net premiums earned 

 

$143,881,719

 

 

$108,080,629

 

Ceding commission revenue

 

 

89,681

 

 

 

14,202,353

 

Other income

 

 

849,155

 

 

 

970,595

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses (1)

 

 

101,972,596

 

 

 

66,431,072

 

 

 

 

 

 

 

 

 

 

Acquisition costs and other underwriting expenses:

 

 

 

 

 

 

 

 

Commission expense 

 

 

33,114,103

 

 

 

31,828,174

 

Other underwriting expenses 

 

 

26,254,143

 

 

 

25,424,779

 

Total acquisition costs and other underwriting expenses

 

 

59,368,246

 

 

 

57,252,953

 

 

 

 

 

 

 

 

 

 

Underwriting loss

 

$(16,520,287)

 

$(430,448)

 

 

 

 

 

 

 

 

 

Key Measures:

 

 

 

 

 

 

 

 

Net loss ratio excluding the effect of catastrophes

 

 

60.6%

 

 

50.8%

Effect of catastrophe loss on net loss ratio (1)

 

 

10.3%

 

 

10.7%

Net loss ratio

 

 

70.9%

 

 

61.5%

 

 

 

 

 

 

 

 

 

Net underwriting expense ratio excluding the effect of catastrophes

 

 

40.6%

 

 

38.9%

Effect of catastrophe loss on net underwriting expense ratio

 

 

0.0%

 

 

0.0%

Net underwriting expense ratio

 

 

40.6%

 

 

38.9%

 

 

 

 

 

 

 

 

 

Net combined ratio excluding the effect of catastrophes

 

 

101.2%

 

 

89.7%

Effect of catastrophe loss on net combined ratio (1)

 

 

10.3%

 

 

10.7%

Net combined ratio

 

 

111.5%

 

 

100.4%

 

 

 

 

 

 

 

 

 

Reconciliation of net underwriting expense ratio:

 

 

 

 

 

 

 

 

Acquisition costs and other underwriting expenses

 

$59,368,246

 

 

$57,252,953

 

Less: Ceding commission revenue

 

 

(89,681)

 

 

(14,202,353)

Less: Other income

 

 

(849,155)

 

 

(970,595)

 

 

$58,429,410

 

 

$42,080,005

 

 

 

 

 

 

 

 

 

 

Net earned premium

 

$143,881,719

 

 

$108,080,629

 

 

 

 

 

 

 

 

 

 

Net Underwriting Expense Ratio

 

 

40.6%

 

 

38.9%

(1)

For the years ended December 31, 2021 and 2020, includes the sum of net catastrophe losses and loss adjustment expenses of $14,819,546 and $11,601,760, respectively.

 

 
46

Table of Contents

The key measures for our insurance underwriting business for the years ended December 31, 2020 and 2019 are as follows:

 

 

Years ended

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Net premiums earned

 

$108,080,629

 

 

$127,623,442

 

Ceding commission revenue

 

 

14,202,353

 

 

 

4,650,851

 

Other income

 

 

970,595

 

 

 

1,306,820

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses (1)

 

 

66,431,072

 

 

 

90,182,324

 

 

 

 

 

 

 

 

 

 

Acquisition costs and other underwriting expenses:

 

 

 

 

 

 

 

 

Commission expense

 

 

31,828,174

 

 

 

30,093,106

 

Other underwriting expenses

 

 

25,424,779

 

 

 

24,420,208

 

 

 

 

 

 

 

 

 

 

Total acquisition costs and other underwriting expenses

 

 

57,252,953

 

 

 

54,513,314

 

 

 

 

 

 

 

 

 

 

Underwriting loss

 

$(430,448)

 

$(11,114,525)

 

 

 

 

 

 

 

 

 

Key Measures:

 

 

 

 

 

 

 

 

Net loss ratio excluding the effect of catastrophes

 

 

50.7%

 

 

64.6%

Effect of catastrophe loss on net loss ratio (1)

 

 

10.8%

 

 

6.1%

Net loss ratio

 

 

61.5%

 

 

70.7%

 

 

 

 

 

 

 

 

 

Net underwriting expense ratio excluding the effect of catastrophes

 

 

38.9%

 

 

38.0%

Effect of catastrophe loss on net underwriting expense ratio

 

 

0.0%

 

 

0.0%

Net underwriting expense ratio

 

 

38.9%

 

 

38.0%

 

 

 

 

 

 

 

 

 

Net combined ratio excluding the effect of catastrophes

 

 

89.6%

 

 

102.6%

 

 

 

 

 

 

 

 

 

Effect of catastrophe loss on net combined ratio (1)

 

 

10.8%

 

 

6.1%

Net combined ratio

 

 

100.4%

 

 

108.7%

 

 

 

 

 

 

 

 

 

Reconciliation of net underwriting expense ratio:

 

 

 

 

 

 

 

 

Acquisition costs and other underwriting expenses

 

$57,252,953

 

 

$54,513,314

 

Less: Ceding commission revenue

 

 

(14,202,353)

 

 

(4,650,851)

Less: Other income

 

 

(970,595)

 

 

(1,306,820)

 

 

$42,080,005

 

 

$48,555,643

 

 

 

 

 

 

 

 

 

 

Net earned premium

 

$108,080,629

 

 

$127,623,442

 

 

 

 

 

 

 

 

 

 

Net Underwriting Expense Ratio

 

 

38.9%

 

 

38.0%

(1)

For the years ended December 31, 2020 and 2019, includes the sum of net catastrophe losses and loss adjustment expenses of $11,601,760 and $7,694,817, respectively.

47

Table of Contents

 

Investments

 

Portfolio Summary

 

The following table presents a breakdown of the amortized cost, aggregate estimated fair value and unrealized gains and losses by investment type as of December 31, 20202021 and 2019:2020:

 

Available-for-Sale Securities

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$3,020,710

 

 

$29,190

 

 

$-

 

 

$-

 

 

$3,049,900

 

 

 

1.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Territories and Possessions

 

 

5,287,561

 

 

 

355,541

 

 

 

-

 

 

 

-

 

 

 

5,643,102

 

 

 

3.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial and miscellaneous

 

 

108,573,422

 

 

 

11,634,123

 

 

 

(13,216)

 

 

-

 

 

 

120,194,329

 

 

 

76.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other

asset backed securities (1)

 

 

28,163,891

 

 

 

617,368

 

 

 

(7,371)

 

 

(111,947)

 

 

28,661,941

 

 

 

18.2%

Total fixed-maturity securities

 

$145,045,584

 

 

$12,636,222

 

 

$(20,587)

 

$(111,947)

 

$157,549,272

 

 

 

100.0%

 

 

December 31, 2021

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

$17,236,750

 

 

$246,748

 

 

$(197,984)

 

$-

 

 

$17,285,514

 

 

 

10.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds Industrial and miscellaneous

 

 

80,534,769

 

 

 

2,603,411

 

 

 

(126,926)

 

 

-

 

 

 

83,011,254

 

 

 

52.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other asset backed securities (1)

 

 

58,036,959

 

 

 

355,985

 

 

 

(489,258)

 

 

(120,344)

 

 

57,783,342

 

 

 

36.6%

Total fixed-maturity securities

 

$155,808,478

 

 

$3,206,144

 

 

$(814,168)

 

$(120,344)

 

$158,080,110

 

 

 

100.0%

 

 

December 31, 2020

 

 

 Cost or

 

 

 Gross

 

 

 Gross Unrealized Losses

 

 

 Estimated

 

 

% of

 

 

 

 Amortized

 

 

 Unrealized 

 

 

 Less than 12

 

 

 More than 12

 

 

 Fair

 

 

Estimated

 

 Categor

 

 Cos

 

 

 Gains

 

 

 Months

 

 

 Months

 

 

 Value

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. government corporations and agencies

 

$3,020,710

 

 

$29,190

 

 

$-

 

 

$-

 

 

$3,049,900

 

 

 

1.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

5,287,561

 

 

 

355,541

 

 

 

-

 

 

 

-

 

 

 

5,643,102

 

 

 

3.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds Industrial and miscellaneous

 

 

108,573,422

 

 

 

11,634,123

 

 

 

(13,216)

 

 

-

 

 

 

120,194,329

 

 

 

76.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other asset backed securities (1)

 

 

28,163,891

 

 

 

617,368

 

 

 

(7,371)

 

 

(111,947)

 

 

28,661,941

 

 

 

18.2%

Total fixed-maturity securities 

 

$145,045,584

 

 

$12,636,222

 

 

$(20,587)

 

$(111,947)

 

$157,549,272

 

 

 

100.0%

 

(1)

As of December 31, 2020, 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"(“FHLBNY”) see Note 9, in the accompanying consolidated financial statements following Item 16 of this Annual Report). As of December 31, 2021 KICO did not have any securities pledged to FHLBNY. The eligible collateral would be pledged to FHLBNY if KICO drawsdrew an advance from the FHLBNY credit line. As of December 31, 2020, the estimated fair value of the eligible investments was approximately $11,391,000. KICO will retain all rights regarding all securities if pledged as collateral. As of December 31, 2020, there was no outstanding balance on the FHLBNY credit line.

 

 

December 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

 

$7,037,856

 

 

$23,244

 

 

$-

 

 

$-

 

 

$7,061,100

 

 

 

4.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Territories and Possessions

 

 

9,151,293

 

 

 

181,835

 

 

 

(11,316)

 

 

-

 

 

 

9,321,812

 

 

 

5.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial and miscellaneous

 

 

119,874,573

 

 

 

5,777,624

 

 

 

(16,685)

 

 

(13,473)

 

 

125,622,039

 

 

 

74.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other

asset backed securities (1)

 

 

26,138,633

 

 

 

437,841

 

 

 

(68,793)

 

 

(276,451)

 

 

26,231,230

 

 

 

15.6%

Total fixed-maturity securities

 

$162,202,355

 

 

$6,420,544

 

 

$(96,794)

 

$(289,924)

 

$168,236,181

 

 

 

100.0%

(1)KICO placed certain residential mortgage backed securities as eligible collateral in a designated custodian account related to its membership in FHLBNY (see note 9, in the accompanying consolidated financial statements following Item 16 of this Annual Report). The eligible collateral would be pledged to FHLBNY if KICO draws an advance from the FHLBNY credit line. As of December 31, 2019, the estimated fair value of the eligible investments was approximately $7,284,000. KICO will retain all rights regarding all securities if pledged as collateral. As of December 31, 2019, there was no outstanding balance on the FHLBNY credit line.

48

Table of Contents

 

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 December 31, 20202021 and 2019:2020:

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

Estimated

 

 

% of

 

 

 

 

 

Gross

 

 

Gross

 

 

Fair

 

 

Estimated

 

Category

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

Fair Value

 

 

 

 

 

 

 

 

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stocks

 

$18,097,942

 

 

$853,277

 

 

$(426,942)

 

$18,524,277

 

 

 

53.8%

Common stocks and exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

traded mutual funds

 

 

14,473,224

 

 

 

1,820,512

 

 

 

(404,700)

 

 

15,889,036

 

 

 

46.2%

Total

 

$32,571,166

 

 

$2,673,789

 

 

$(831,642)

 

$34,413,313

 

 

 

100.0%

 

 

December 31, 2021

 

 

 

 

 

 

 

 

Estimated

 

 

 % of

 

 

 

 

 

 Gross

 

 

 Gross

 

 

 Fair

 

 

 Estimated

 

Categor

 

 Cost

 

 

 Gains

 

 

 Losses

 

 

 Value

 

 

 Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stocks 

 

$22,019,509

 

 

$1,007,009

 

 

$(184,617)

 

$22,841,901

 

 

 

57.6%

Common stocks and exchange traded mutual funds

 

 

15,451,160

 

 

 

1,573,653

 

 

 

(179,712)

 

 

16,845,101

 

 

 

42.4%

Total 

 

$37,470,669

 

 

$2,580,662

 

 

$(364,329)

 

$39,687,002

 

 

 

100.0%

 

 

 

December 31, 2019

 

 

 

 

 

 

 

 

 

Estimated

 

 

 % of

 

 

 

 

 

 Gross

 

 

 Gross

 

 

 Fair

 

 

 Estimated

 

Category

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

Fair Value

 

 

 

 

 

 

 

 

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stocks

 

$8,374,424

 

 

$339,257

 

 

$(11,794)

 

$8,701,887

 

 

 

35.3%

Common stocks and exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

traded mutual funds

 

 

14,250,244

 

 

 

1,982,878

 

 

 

(273,627)

 

 

15,959,495

 

 

 

64.7%

Total

 

$22,624,668

 

 

$2,322,135

 

 

$(285,421)

 

$24,661,382

 

 

 

100.0%

 

 

December 31, 2020

 

 

 

 

 

 

 

 

Estimated

 

 

 % of

 

 

 

 

 

 Gross

 

 

 Gross

 

 

 Fair

 

 

 Estimated

 

Categor

 

 Cost

 

 

 Gains

 

 

 Losses

 

 

 Value

 

 

 Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stocks 

 

$18,097,942

 

 

$853,277

 

 

$(426,942)

 

$18,524,277

 

 

 

53.8%

Common stocks and exchange traded mutual funds

 

 

14,473,224

 

 

 

1,820,512

 

 

 

(404,700)

 

 

15,889,036

 

 

 

46.2%

Total 

 

$32,571,166

 

 

$2,673,789

 

 

$(831,642)

 

$34,413,313

 

 

 

100.0%

               

Other Investments

 

Pursuant to the definition of “Fair Value Measurement,” set forth in the Accounting Standards Codification 820 “Fair Value Measurement” (“ASC 820”), 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 gain of our other investments as of December 31, 20202021 and 2019:2020:

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

 

 

 

Gross

 

 

Estimated

 

 

 

 

Gross

 

 

Estimated

 

Category

 

Cost

 

 

Gains

 

 

Fair Value

 

 

Cost

 

 

Gains

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge fund

 

$1,999,381

 

 

$1,519,245

 

 

$3,518,626

 

 

$1,999,381

 

 

$585,532

 

 

$2,584,913

 

Total

 

$1,999,381

 

 

$1,519,245

 

 

$3,518,626

 

 

$1,999,381

 

 

$585,532

 

 

$2,584,913

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

 

 

 Gross 

 

 

 Estimated

 

 

 

 

 Gross 

 

 

 Estimated

 

Category 

 

 Cost

 

 

 Gains

 

 

 Fair Value

 

 

 Cost

 

 

 Gains

 

 

 Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge fund

 

$3,999,381

 

 

$3,562,034

 

 

$7,561,415

 

 

$1,999,381

 

 

$1,369,245

 

 

$3,368,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate limited partnership

 

 

 -

 

 

 

 -

 

 

 

-

 

 

 

150,000

 

 

 

-

 

 

 

150,000

 

Total 

 

$3,999,381

 

 

$3,562,034

 

 

$7,561,415

 

 

$2,149,381

 

 

$1,369,245

 

 

$3,518,626

 

 

 
4947

Table of Contents

 

Held-to-Maturity Securities

 

The following table presents a breakdown of the amortized cost, aggregate estimated fair value and unrealized gains and losses by investment type as of December 31, 20202021 and 2019:2020:

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$729,595

 

 

$319,714

 

 

$-

 

 

$-

 

 

$1,049,309

 

 

 

12.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Territories and Possessions

 

 

998,428

 

 

 

50,917

 

 

 

-

 

 

 

-

 

 

 

1,049,345

 

 

 

12.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial and miscellaneous

 

 

5,640,792

 

 

 

455,378

 

 

 

-

 

 

 

-

 

 

 

6,096,170

 

 

 

74.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$7,368,815

 

 

$826,009

 

 

$-

 

 

$-

 

 

$8,194,824

 

 

 

100.0%

 

 

December 31, 2021

 

 

 

 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

 

 

 

 

 

 

 

 

 

 

 

 

Held-to-Maturity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$729,642

 

 

$209,633

 

 

$-

 

 

$-

 

 

$939,275

 

 

 

10.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

998,239

 

 

 

22,856

 

 

 

-

 

 

 

-

 

 

 

1,021,095

 

 

 

11.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange traded debt

 

 

304,111

 

 

 

85

 

 

 

(13,921)

 

 

 

 

 

 

290,275

 

 

 

3.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds Industrial and miscellaneous

 

 

6,234,342

 

 

 

280,951

 

 

 

(12,779)

 

 

-

 

 

 

6,502,514

 

 

 

74.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$8,266,334

 

 

$513,525

 

 

$(26,700)

 

$-

 

 

$8,753,159

 

 

 

100.0%

 

 

 

December 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

 

$729,550

 

 

$151,002

 

 

$-

 

 

$-

 

 

$880,552

 

 

 

21.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Territories and Possessions

 

 

998,619

 

 

 

51,021

 

 

 

-

 

 

 

-

 

 

 

1,049,640

 

 

 

25.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial and miscellaneous

 

 

2,097,783

 

 

 

97,627

 

 

 

(835)

 

 

-

 

 

 

2,194,575

 

 

 

53.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$3,825,952

 

 

$299,650

 

 

$(835)

 

$-

 

 

$4,124,767

 

 

 

100.0%

 

 

December 31, 2020

 

 

 

 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

 

$729,595

 

 

$319,714

 

 

$-

 

 

$-

 

 

$1,049,309

 

 

 

12.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

998,428

 

 

 

50,917

 

 

 

-

 

 

 

-

 

 

 

1,049,345

 

 

 

12.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds Industrial and miscellaneous

 

 

5,640,792

 

 

 

455,378

 

 

 

-

 

 

 

-

 

 

 

6,096,170

 

 

 

74.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$7,368,815

 

 

$826,009

 

 

$-

 

 

$-

 

 

$8,194,824

 

 

 

100.0%

 

Held-to-maturity U.S. Treasury securities are held in trust pursuant to various states’ minimum fund requirements.

48

Table of Contents

 

A summary of the amortized cost and estimated fair value of our investments in held-to-maturity securities by contractual maturity as of December 31, 20202021 and 20192020 is shown below:

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

 

Amortized

 

 

Estimated

 

 

Amortized

 

 

Estimated

 

Remaining Time to Maturity

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

Less than one year

 

$-

 

 

$-

 

 

$500,000

 

 

$499,165

 

One to five years

 

 

2,598,193

 

 

 

2,777,936

 

 

 

2,099,268

 

 

 

2,215,640

 

Five to ten years

 

 

1,502,603

 

 

 

1,727,316

 

 

 

620,134

 

 

 

655,923

 

More than 10 years

 

 

3,268,019

 

 

 

3,689,572

 

 

 

606,550

 

 

 

754,039

 

Total

 

$7,368,815

 

 

$8,194,824

 

 

$3,825,952

 

 

$4,124,767

 

50

Table of Contents

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Amortized

 

 

Estimated

 

 

Amortized

 

 

Estimated

 

Remaining Time to Maturity

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

Less than one year

 

$994,712

 

 

$1,008,180

 

 

$-

 

 

$-

 

One to five years

 

 

1,205,829

 

 

 

1,290,465

 

 

 

2,598,193

 

 

 

2,777,936

 

Five to ten years

 

 

1,513,942

 

 

 

1,648,808

 

 

 

1,502,603

 

 

 

1,727,316

 

More than 10 years

 

 

4,551,851

 

 

 

4,805,706

 

 

 

3,268,019

 

 

 

3,689,572

 

Total

 

$8,266,334

 

 

$8,753,159

 

 

$7,368,815

 

 

$8,194,824

 

 

Credit Rating of Fixed-Maturity Securities

 

The table below summarizes the credit quality of our available-for-sale fixed-maturity securities as of December 31, 20202021 and 20192020 as rated by Standard and Poor’s (or, if unavailable from Standard and Poor’s, then Moody’s or Fitch):

 

 

December 31, 2020

 

December 31, 2019

 

 

December 31, 2021

 

December 31, 2020

 

 

 Estimated

 

 Percentage of

 

 Estimated

 

 Percentage of

 

 

 Estimated

 

 Percentage of

 

 Estimated

 

 Percentage of

 

 

 Fair Market

 

 Fair Market

 

 Fair Market

 

 Fair Market

 

 

 Fair

 

 Estimated

 

 Fair

 

 Estimated

 

 

 Value

 

 

 Value

 

 

 Value

 

 

 Value

 

 

 Value

 

 

 Fair Value

 

 

 Value

 

 

 Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$3,049,900

 

 

 

1.9%

 

$7,061,100

 

 

 

4.2%

 

$-

 

 

 

0.0%

 

$3,049,900

 

 

 

1.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and municipal bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AAA

 

1,453,924

 

0.9%

 

1,996,676

 

1.2%

 

1,321,809

 

0.8%

 

1,453,924

 

0.9%

AA

 

3,572,164

 

2.3%

 

8,809,480

 

5.2%

 

11,532,572

 

7.3%

 

3,572,164

 

2.3%

A

 

23,989,619

 

15.2%

 

34,636,236

 

20.6%

 

36,693,911

 

23.2%

 

23,989,619

 

15.2%

BBB

 

95,814,824

 

60.9%

 

89,501,460

 

53.1%

 

47,844,195

 

30.3%

 

95,814,824

 

60.9%

Non rated

 

 

1,006,901

 

 

 

0.6%

 

 

-

 

 

 

0.0%

 

 

1,026,001

 

 

 

0.6%

 

 

1,006,901

 

 

 

0.6%

Total corporate and municipal bonds

 

 

125,837,432

 

 

 

79.9%

 

 

134,943,852

 

 

 

80.1%

 

 

98,418,488

 

 

 

62.2%

 

 

125,837,432

 

 

 

79.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AAA

 

5,467,075

 

3.5%

 

2,976,306

 

1.8%

 

17,350,192

 

11.0%

 

5,467,075

 

3.5%

AA

 

18,865,749

 

12.0%

 

18,440,382

 

11.0%

 

34,241,907

 

21.7%

 

18,865,749

 

12.0%

A

 

2,451,635

 

1.6%

 

2,471,761

 

1.5%

 

4,053,981

 

2.6%

 

2,451,635

 

1.6%

BBB

 

50,276

 

0.0%

 

-

 

0.0%

 

24,254

 

0.0%

 

50,276

 

0.0%

CCC

 

960,042

 

0.6%

 

1,174,273

 

0.7%

 

664,628

 

0.4%

 

960,042

 

0.6%

CC

 

62,029

 

0.0%

 

86,461

 

0.1%

 

125,412

 

0.1%

 

62,029

 

0.0%

C

 

15,161

 

0.0%

 

17,813

 

0.0%

 

-

 

0.0%

 

15,161

 

0.0%

D

 

119,144

 

0.1%

 

215,015

 

0.1%

 

55,306

 

0.0%

 

119,144

 

0.1%

Non rated

 

 

670,829

 

 

 

0.4%

 

 

849,218

 

 

 

0.5%

 

 

3,145,942

 

 

 

2.0%

 

 

670,829

 

 

 

0.4%

Total residential mortgage backed securities

 

 

28,661,940

 

 

 

18.2%

 

 

26,231,229

 

 

 

15.7%

 

 

59,661,622

 

 

 

37.8%

 

 

28,661,940

 

 

 

18.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$157,549,272

 

 

 

100.0%

 

$168,236,181

 

 

 

100.0%

 

$158,080,110

 

 

 

100.0%

 

$157,549,272

 

 

 

100.0%

49

Table of Contents

 

The table below details the average yield by type of fixed-maturity security as of December 31, 20202021 and 2019:2020:

 

Category

 

December 31, 2020

 

 

December 31, 2019

 

U.S. Treasury securities and

 

 

 

 

 

 

obligations of U.S. government

 

 

 

 

 

 

corporations and agencies

 

 

2.59%

 

 

2.18%

 

 

 

 

 

 

 

 

 

Political subdivisions of States,

 

 

 

 

 

 

 

 

Territories and Possessions

 

 

3.05%

 

 

3.26%

 

 

 

 

 

 

 

 

 

Corporate and other bonds

 

 

 

 

 

 

 

 

Industrial and miscellaneous

 

 

3.52%

 

 

3.73%

 

 

 

 

 

 

 

 

 

Residential mortgage backed securities

 

 

1.18%

 

 

2.01%

 

 

 

 

 

 

 

 

 

Total

 

 

3.07%

 

 

3.37%

51

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Category 

 

December 31, 2021

 

 

December 31, 2020

 

U.S. Treasury securities and obligations of U.S. government  corporations and agencies

 

 

3.06%

 

 

2.59%

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

2.77%

 

 

3.05%

 

 

 

 

 

 

 

 

 

Corporate and other bonds  Industrial and miscellaneous

 

 

3.23%

 

 

3.52%

 

 

 

 

 

 

 

 

 

Residential mortgage backed securities

 

 

2.77%

 

 

1.18%

 

 

 

 

 

 

 

 

 

Total

 

 

2.92%

 

 

3.07%

 

The table below lists the weighted average maturity and effective duration in years on our fixed-maturity securities as of December 31, 20202021 and 2019:2020:

 

 

 

December 31, 2020

 

 

December 31, 2019

 

Weighted average effective maturity

 

 

5.2

 

 

 

4.8

 

 

 

 

 

 

 

 

 

 

Weighted average final maturity

 

 

6.6

 

 

 

6.3

 

 

 

 

 

 

 

 

 

 

Effective duration

 

 

4.7

 

 

 

4.3

 

 

 

December 31, 2021

 

 

December 31, 2020

 

Weighted average effective maturity

 

 

5.7

 

 

 

5.2

 

 

 

 

 

 

 

 

 

 

Weighted average final maturity

 

 

10.2

 

 

 

6.6

 

 

 

 

 

 

 

 

 

 

Effective duration

 

 

4.8

 

 

 

4.7

 

  

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 December 31, 20202021 and December 31, 2019,2020, 62% and 81% and 80%, respectively, of the investment portfolio recorded at fair value was priced based upon quoted market prices.

 

 
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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 December 31, 20202021 and 2019:      2020:

 

 

 

December 31, 2020

 

 

 

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

 

$-

 

 

$-

 

 

 

-

 

 

$-

 

 

$-

 

 

 

-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States, Territories and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Possessions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

bonds industrial and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

miscellaneous

 

 

1,006,901

 

 

 

(13,216)

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,006,901

 

 

 

(13,216)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

asset backed securities

 

 

6,137,522

 

 

 

(7,371)

 

 

5

 

 

 

3,735,732

 

 

 

(111,947)

 

 

10

 

 

 

9,873,254

 

 

 

(119,318)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fixed-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities

 

$7,144,423

 

 

$(20,587)

 

 

6

 

 

$3,735,732

 

 

$(111,947)

 

 

10

 

 

$10,880,155

 

 

$(132,534)

 

 

December 31, 2021

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Total

 

 

 

 Estimated

 

 

 

 

 No. of

 

 

 Estimated

 

 

 

 

 No. of

 

 

 Estimated

 

 

 

 

 

 Fair

 

 

 Unrealized

 

 

 Positions

 

 

 Fair

 

 

 Unrealized

 

 

 Positions

 

 

 Fair

 

 

 Unrealized

 

Categor

 

 Value

 

 

 Losses

 

 

 Held

 

 

 Value

 

 

 Losses

 

 

 Held

 

 

 Value

 

 

 Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-Maturity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. government corporations and agencies

 

$-

 

 

$-

 

 

 

-

 

 

$-

 

 

$-

 

 

 

-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

6,768,123

 

 

 

(197,984)

 

 

5

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,768,123

 

 

 

(197,984)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds industrial and miscellaneous

 

 

17,593,707

 

 

 

(126,926)

 

 

15

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17,593,707

 

 

 

(126,926)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other asset backed securities

 

 

45,399,451

 

 

 

(489,258)

 

 

26

 

 

 

2,923,182

 

 

 

(120,344)

 

 

2

 

 

 

48,322,633

 

 

 

(609,602)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fixed-maturity securities 

 

$69,761,281

 

 

$(814,168)

 

 

46

 

 

$2,923,182

 

 

$(120,344)

 

 

2

 

 

$72,684,463

 

 

$(934,512)

 

 
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December 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

 

$-

 

 

$-

 

 

 

-

 

 

$-

 

 

$-

 

 

 

-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States, Territories and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Possessions

 

 

3,067,428

 

 

 

(11,316)

 

 

3

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,067,428

 

 

 

(11,316)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

bonds industrial and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

miscellaneous

 

 

3,730,478

 

 

 

(16,685)

 

 

7

 

 

 

1,300,915

 

 

 

(13,473)

 

 

3

 

 

 

5,031,393

 

 

 

(30,158)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

asset backed securities

 

 

5,862,636

 

 

 

(68,793)

 

 

5

 

 

 

13,534,768

 

 

 

(276,451)

 

 

21

 

 

 

19,397,404

 

 

 

(345,244)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fixed-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities

 

$12,660,542

 

 

$(96,794)

 

 

15

 

 

$14,835,683

 

 

$(289,924)

 

 

24

 

 

$27,496,225

 

 

$(386,718)

 

 

December 31, 2020

 

 

 

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

 

$-

 

 

$-

 

 

 

-

 

 

$-

 

 

$-

 

 

 

-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds industrial and miscellaneous

 

 

1,006,901

 

 

 

(13,216)

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,006,901

 

 

 

(13,216)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other asset backed securities

 

 

6,137,522

 

 

 

(7,371)

 

 

5

 

 

 

3,735,732

 

 

 

(111,947)

 

 

10

 

 

 

9,873,254

 

 

 

(119,318)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fixed-maturity securities 

 

$7,144,423

 

 

$(20,587)

 

 

6

 

 

$3,735,732

 

 

$(111,947)

 

 

10

 

 

$10,880,155

 

 

$(132,534)

 

 
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There were 1648 securities at December 31, 20202021 that accounted for the gross unrealized loss, none of which were deemed by us to be other than temporarily impaired. There were 3916 securities at December 31, 20192020 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 year ended December 31, 2020,2021, the primary source of cash flow for our holding company was the dividends received from KICO, subject to statutory restrictions. For the year ended December 31, 2020,2021, KICO paid dividends of $6,000,000$3,500,000 to us.

 

KICO is a member of the Federal Home Loan Bank of New York (“FHLBNY”), 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 3KICO currently does not have any securities pledged to our condensed 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 assetsFHLBNY; as of the end of the previous quarter, which is September 30, 2020, and are due and payable within 90 days of borrowing. The maximum allowable advance as of December 31, 2020, based on the net admitted assets as of September 30, 2020, was approximately $12,066,000. Advances are limited to 85% of the amount of available collateral, which was approximately $9,682,000 as of December 31, 2020. Theresuch, there were no borrowings under this facility during the yearyears ended December 31, 2021 and 2020.

 

On December 19, 2017, we issued $30 million of our 5.50% Senior Unsecured Notes due December 30, 2022. As of December 31, 2020,2021, invested assets and cash in our holding company was approximately $2,783,000.$1,108,000. If the aforementioned sources of cash flow currently available are insufficient to cover our holding company debt service and other cash requirements, we will seek to obtain additional financing.financing.See Notes 2 and 9 to our Consolidated Financial Statements included in this Annual Report for a discussion of our plans in this regard.

 

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.

 

 
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Table of Contents

 

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:

 

Years Ended December 31,

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Cash flows provided by (used in):

 

 

 

 

 

 

Operating activities

 

$(10,234,626)

 

$29,859,049

 

Investing activities

 

 

581,293

 

 

 

(14,973,699)

Financing activities

 

 

(3,274,410)

 

 

(3,632,268)

Net (decrease) increase in cash and cash equivalents

 

 

(12,927,743)

 

 

11,253,082

 

Cash and cash equivalents, beginning of period

 

 

32,391,485

 

 

 

21,138,403

 

Cash and cash equivalents, end of period

 

$19,463,742

 

 

$32,391,485

 

Years ended December 31,

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Cash flows provided by (used in):

 

 

 

 

 

 

Operating activities

 

$24,346,237

 

 

$(10,234,626)

Investing activities

 

 

(15,947,862)

 

 

581,293

 

Financing activities

 

 

(3,571,519)

 

 

(3,274,410)

Net increase (decrease) in cash and cash equivalents

 

 

4,826,856

 

 

 

(12,927,743)

Cash and cash equivalents, beginning of period

 

 

19,463,742

 

 

 

32,391,485

 

Cash and cash equivalents, end of period

 

$24,290,598

 

 

$19,463,742

 

 

Net cash provided by operating activities was $24,346,000 in Year Ended 2021 as compared to $10,235,000 used in operating activities was $10,235,000 in Year Ended 2020 as compared to net cash provided by $29,859,000 in Year Ended 2019.2020. The $40,094,000 decrease$34,581,000 increase in cash flows provided by operating activities in Year Ended 20202021 was primarily athe result of a decreasean increase in cash arising from net fluctuations in assets and liabilities, partially offset by an increase inour net incomeloss (adjusted for non-cash items) of $16,065,000.$21,618,000. The net fluctuations in assets and liabilities are related to operating activities of KICO as affected by growth or declines in its operations, changes to its personal lines quota share, payments on claims, and other changes, in quota share ceding rates which are described above.

 

Net cash used in investing activities was $15,948,000 in Year Ended 2021 compared to $581,000 provided by investing activities was $581,000 in Year Ended 2020 compared to net cash used of $14,974,000 in Year Ended 2019.2020. The $15,555,000$16,529,000 increase in net cash flows forused in investing activities was the result of a $25,016,000$72,048,000 increase in the saleacquisition of invested assets, andpartially offset by a $10,073,000 decrease$56,691,000 increase in sales or maturitiesdisposals of invested assets.assets in Year Ended 2021.

 

Net cash used in financing activities was $3,274,000$3,572,000 in Year Ended 20202021 compared to $3,632,000$3,274,000 used in Year Ended 2019.2020. The $358,000 decrease$298,000 increase in net cash used in financing activities was attributable to a $1,544,000$488,000 increase in purchases of treasury stock offset by a $263,000 reduction in dividends paid partially offset by $1,183,000 purchases of treasury stock in Year Ended 20202021 compared to Year Ended 2019.  2020.

 

Reinsurance

 

The following table provides summary information with respect to each reinsurer that accounted for more than 10% of our reinsurance recoverables on paid and unpaid losses and loss adjustment expenses as of December 31, 2020:2021:

 

 

 

 

 Amount

 

 

 

 

 

 

 Recoverable

 

 

 

 

 

 

as of

 

 

 

($ in thousands)

 

A.M.

Best Rating

 

December 31,

2020

 

 

%

 

Cavello Bay Reinsurance Limited

 

A-

 

$6,255

 

 

 

17.9%

Swiss Reinsurance America Corporation

 

A+

 

 

13,618

 

 

 

39.0%

Hannover Rueck SE

 

A+

 

 

7,806

 

 

 

22.3%

Allied World Assurance Company

 

A

 

 

3,780

 

 

 

10.8%

 

 

 

 

 

31,459

 

 

 

90.0%

Others

 

 

 

 

3,482

 

 

 

10.0%

Total

 

 

 

$34,941

 

 

 

100.0%

56

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Amount

 

 

 

 

 

 

Recoverable

 

 

 

 

 

A.M.

 

as of

 

 

 

($ in thousands)

 

Best Rating

 

December 31, 2021

 

 

%

 

Cavello Bay Reinsurance Ltd

 

A-

 

$5,379

 

 

 

31.4%

Swiss Reinsurance America Corporation

 

A+

 

 

4,700

 

 

 

27.4%

Hannover Rueck SE

 

A+

 

 

3,650

 

 

 

21.3%

 

 

 

 

 

13,729

 

 

 

80.1%

Others

 

 

 

 

3,405

 

 

 

19.9%

Total

 

 

 

$17,134

 

 

 

100.0%

  

Reinsurance recoverable from Cavello Bay Reinsurance Limited is secured pursuant to a collateralized trust agreement. Assets held in the trust are not included in our invested assets and investment income earned on this asset is credited to the reinsurer.

 

54

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Through June 30, 2019, our

Effective December 31, 2021, we entered into a quota share reinsurance treaties were on a Julytreaty for our personal lines business, which primarily consisted of homeowners’ and dwelling fire policies, covering the period from December 31, 2021 through January 1, through June 30 fiscal year basis.2023 (“2021/2023 Treaty”). Effective December 15, 2019, we entered into a quota share reinsurance treaty for our personal lines business covering the period from December 15, 2019 through December 30, 2020 (“2019/2020 Treaty”). Effective December 31, 2020, the 2019/2020 Treaty expired on a cut off basis; this treaty was not renewed.

Our In addition to the 2019/2020 Treaty, our personal lines quota share reinsurance treatiestreaty in effect duringfor Year Ended 2020 and 2019 for ouralso included the run-off of the personal lines business, which primarily consists of homeowners’ policies, were covered under the 2019/2020 Treaty and under aquota share treaty covering a two-year period from July 1, 2017 through(“2018/2019 Treaty”) that expired on June 30, 2019 (“2017/2019 Treaty”).2019. The 2017/2019 Treaty was in run-off effectivecovered the period from July 1, 2019 through June 30, 2020 (run-off period). The treaty in effect during Year Ended 2019 through June 30, 2019 (together with the run-off period) was covered under the July 1, 2018 through June 30, 2019 treaty year (“2018/2019 Treaty Year”2019/2020 Run-off”).

 

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Table of Contents

Effective July 1, 2019, our 2017/2019 Treaty and commercial umbrella treaty expired on a run-off basis; these treaties were not renewed. We entered into new excess of loss and catastrophe reinsurance treaties effective July 1, 2020.2021. Effective October 18, 2021, we entered into a stub catastrophe reinsurance treaty covering the period from October 18, 2021 through December 31, 2021. The treaty provides reinsurance coverage for catastrophe losses of $5,000,000 in excess of $5,000,000. Effective January 1, 2022, we entered into an underlying excess of loss reinsurance treaty covering the period from January 1, 2022 through January 1, 2023. The treaty provides 50% reinsurance coverage for losses of $400,000 in excess of $600,000. Losses from named storms are excluded from the treaty. Material terms for our reinsurance treaties in effect for the treaty years shown below are as follows:

 

 

Treaty Year

 

 

 

December 15, 2019

 

 

July 1, 2019

 

July 1, 2018

 

 

 

to

 

 

to

 

to

 

Line of Business

 

December 30, 2020

 

 

December 14, 2019

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

Personal Lines:

 

 

 

 

 

 

 

 

Homeowners, dwelling fire and

 

 

 

 

 

 

 

 

and canine legal liability

 

 

 

 

 

 

 

 

Quota share treaty:

 

 

 

 

 

 

 

 

Percent ceded

 

 

25%

 

None

 

 

10%

 

 

Treaty Year

 

 

 

December 31, 2020

 

 

July 1, 2020

 

 

December 15, 2019

 

 

July 1, 2019

 

 

July 1, 2018

 

 

 

to

 

 

to

 

 

to

 

 

to

 

 

to

 

Line of Business

 

June 30, 2021

 

 

December 30, 2020

 

 

June 30, 2020

 

 

December 14, 2019

 

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Lines:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Homeowners, dwelling fire and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and canine legal liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quota share treaty:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk retained on intial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$1,000,000 of losses (7)

$

1,000,000

 

 

$750,000

 

 

$750,000

 

 

$1,000,000

 

 

$900,000

 

Losses per occurrence subject

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to quota share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reinsurance coverage

 

None (7)

 

 

$1,000,000

 

 

$1,000,000

 

 

None

 

 

$1,000,000

 

Expiration date

 

NA (7)

 

 

December 30, 2020

 

 

December 30, 2020

 

 

NA

 

 

June 30, 2019

 

Excess of loss coverage and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

facultative facility

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

coverage (1)

 

$8,000,000

 

 

$8,000,000

 

 

$9,000,000

 

 

$9,000,000

 

 

$9,000,000

 

 

 

in excess of

 

 

in excess of

 

 

in excess of

 

 

in excess of

 

 

in excess of

 

 

 

$1,000,000

 

 

$1,000,000

 

 

$1,000,000

 

 

$1,000,000

 

 

$1,000,000

 

Total reinsurance coverage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

per occurrence (7)

 

$8,000,000

 

 

$8,250,000

 

 

$9,250,000

 

 

$9,000,000

 

 

$9,100,000

 

Losses per occurrence subject

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to reinsurance coverage

 

$8,000,000

 

 

$9,000,000

 

 

$10,000,000

 

 

$10,000,000

 

 

$10,000,000

 

Expiration date (7)

 

June 30, 2021

 

 

June 30, 2021

 

 

June 30, 2020

 

 

June 30, 2020

 

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe Reinsurance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial loss subject to personal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

lines quota share treaty

 

None (7)

 

 

$7,500,000

 

 

$7,500,000

 

 

None

 

 

$5,000,000

 

Risk retained per catastrophe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

occurrence (2) (7)

 

$10,000,000

 

 

$8,125,000

 

 

$5,625,000

 

 

$7,500,000

 

 

$4,500,000

 

Catastrophe loss coverage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in excess of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

quota share coverage (3) (7)

 

$475,000,000

 

 

$475,000,000

 

 

$602,500,000

 

 

$602,500,000

 

 

$445,000,000

 

Reinstatement premium

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

protection (4) (5) (6)

 

Yes

 

 

Yes

 

 

Yes

 

 

Yes

 

 

Yes

 

 

55

Table of Contents

 

 

 Treaty Year

 

 

 

 (2021/2023 Treaty)

 

 

 

 

 

 

 (2019/2020 Treaty)

 

 

 

 July 1,

 

 

 December 31,

 

 

 July 1,

 

 

 December 31,

 

 

 July 1,

 

 

 December 15,

 

 

 

2022

 

 

2021

 

 

2021

 

 

2020

 

 

2020

 

 

2019

 

 

 

to

 

 

to

 

 

to

 

 

to

 

 

to

 

 

to

 

 

 

 January 1,

 

 

June 30,

 

 

December 30,

 

 

June 30,

 

 

December 30,

 

 

June 30,

 

Line of Business

 

2023

 

 

2022

 

 

2021

 

 

2021

 

 

2020

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Lines:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Homeowners, dwelling fire and and canine legal liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quota share treaty:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percent ceded

 

 

30%

 

 

30%

 

 None

(7)

 

 None

(7)

 

 

25%

 

 

25%

Risk retained on intial $1,000,000 of losses (7) (9)

 

$700,000

 

 

$700,000

 

 

$1,000,000

 

 

$1,000,000

 

 

$750,000

 

 

$750,000

 

Losses per occurrence subject to quota share reinsurance coverage

 

$1,000,000

 

 

$1,000,000

 

 

 None

(7)

 

 None

(7)

 

$1,000,000

 

 

$1,000,000

 

Expiration date

 

January 1, 2023

 

 

January 1, 2023

 

 

 NA

(7)

 

 NA

(7)

 

December 30, 2020

 

 

December 30, 2020

 

Excess of loss coverage and facultative facility coverage (1) (9) (10)

 

$400,000

 

 

$8,400,000

 

 

$

8,000,000

 

 

$8,000,000

 

 

$8,000,000

 

 

$9,000,000

 

 

 

 in excess of

 

 

 in excess of

 

 

 in excess of

 

 

 in excess of

 

 

 in excess of

 

 

 in excess of

 

 

 

$600,000

 

 

$600,000

 

 

$1,000,000

 

 

$1,000,000

 

 

$1,000,000

 

 

$1,000,000

 

Total reinsurance coverage per occurrence (7) (9) (10)

 

$500,000

 

 

$8,500,000

 

 

$8,000,000

 

 

$8,000,000

 

 

$8,250,000

 

 

$9,250,000

 

Losses per occurrence subject to reinsurance coverage (7) (10)

 

$1,000,000

 

 

$9,000,000

 

 

$9,000,000

 

 

$9,000,000

 

 

$9,000,000

 

 

$10,000,000

 

Expiration date

 

 

(10)

 

June 30, 2022

 

 

June 30, 2022

 

 

June 30, 2021

 

 

June 30, 2021

 

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe Reinsurance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial loss subject to personal lines quota share treaty

 

 

10,000,000

 

 

 

10,000,000

 

 

 None

(7)

 

 None

(7)

 

 

7,500,000

 

 

 

7,500,000

 

Risk retained per catastrophe occurrence (2) (7) (11)

 

 None

(10)

 

$7,400,000

 

 

$10,000,000

 

 

$10,000,000

 

 

$8,125,000

 

 

$5,625,000

 

Catastrophe loss coverage in excess of quota share coverage (3) (7)

 

 None

(10)

 

$490,000,000

 

 

$490,000,000

 

 

$475,000,000

 

 

$475,000,000

 

 

$602,500,000

 

Catastrophe stub coverage for the period from October 18, 2021 through December 31, 2021 (8) 

 

  NA

 

 

  NA

 

 

$5,000,000

 

 

  NA

 

 

  NA

 

 

  NA

 

 

 

 

 

 

 

 

 

 

 

  in excess of 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$5,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Reinstatement premium protection (4) (5) (6) (10)

 

 Yes

 

 

 Yes

 

 

 Yes

 

 

 Yes

 

 

 Yes

 

 

 Yes

 

(1)

For personal lines, includes the addition of an automatic facultative facility (“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.$10,000,000 through June 30, 2020. For the period July 1, 2020 through June 30, 2022, the Facultative Facility covers direct losses from $3,500,000 to $9,000,000.

(2)

Plus losses in excess of catastrophe coverage. For the period July 1, 2020 through December 30, 2020, there was no reinsurance coverage for the $2,500,000 gap between quota share limit of $7,500,000 and first $10,000,000 layer of catastrophe coverage (see note (7) below).

(3)

Catastrophe coverage is limited on an annual basis to two times the per occurrence amounts. Duration of 168 consecutive hours for a catastrophe occurrence from windstorm, hail, tornado, hurricane and cyclone.

(4)

For the period July 1, 2018 through June 30, 2019, reinstatement premium protection for $210,000,000 of catastrophe coverage in excess of $5,000,000.

(5)

For the period July 1, 2019 through June 30, 2020, reinstatement premium protection for $292,500,000 of catastrophe coverage in excess of $7,500,000.

56

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Table of Contents

(5)

For the period July 1, 2020 through June 30, 2021, reinstatement premium protection for $70,000,000 of catastrophe coverage in excess of $10,000,000.

(6)

For the period July 1, 2021 through June 30, 2022, reinstatement premium protection for $70,000,000 of catastrophe coverage in excess of $10,000,000.

(7)

The personal lines quota share (homeowners, dwelling fire and canine legal liability) expired on December 30, 2020; reinsurance coverage from December 31, 2020 through JuneDecember 30, 2021 is only for excess of loss and catastrophe reinsurance.

(8)

Excludes freeze and freeze related claims.

(9)

For the period January 1, 2022 through January 1, 2023, underlying excess of loss treaty provides 50% reinsurance coverage for losses of $400,000 in excess of $600,000. Reduces retention to $500,000 from $700,000 under the 2021/2023 Treaty. Excludes losses from named storms.

(10)

Excess of loss and catastrophe reinsurance treaties will expire on June 30, 2022; reinsurance coverage in effect from July 1, 2022 through January 1, 2023 is only for personal lines quota share (homeowners, dwelling fire and canine legal liability) and underlying excess of loss reinsurance.

(11)

For the 2021/2023 Treaty, 4% of the 30% total of losses ceded under this treaty are excluded from a named catastrophe event.

 

 

 

 

Treaty Year

 

 

 

 

 

July 1, 2021

 

 

July 1, 2020

 

 

July 1, 2019

 

 

 

to

 

 

to

 

 

to

 

Line of Business

 

June 30, 2022

 

 

June 30, 2021

 

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

Personal Lines:

 

 

 

 

 

 

 

 

 

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

 

 

95%

 

 

95%

 

 

100%

Risk retained

 

$300,000

 

 

$300,000

 

 

$100,000

 

Total reinsurance coverage per occurrence

 

$4,700,000

 

 

$4,700,000

 

 

$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, 2022

 

 

June 30, 2021

 

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Lines (1):

 

 

 

 

 

 

 

 

 

 

 

 

General liability commercial policies

 

 

 

 

 

 

 

 

 

 

 

 

Quota share treaty

 

 

 

 

 

None

 

 

None

 

Risk retained

 

 

 

 

 

$750,000

 

 

$750,000

 

Excess of loss coverage above risk retained

 

 

 

 

 

$3,750,000

 

 

$3,750,000

 

 

 

 

 

 

 

in excess of

 

 

in excess of

 

 

 

 

 

 

 

$750,000

 

 

$750,000

 

Total reinsurance coverage per occurrence

 

 

 

 

 

$3,750,000

 

 

$3,750,000

 

Losses per occurrence subject to reinsurance coverage

 

 

 

 

 

$4,500,000

 

 

$4,500,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Umbrella

 

 

 

 

 

 

 

 

 

 

 

 

Quota share treaty

 

 

 

 

 

None

 

 

None

 

  

58

(1)

Table

Coverage on all commercial lines policies expired in September 2020; reinsurance coverage is based on treaties in effect on the date of Contentsloss.

 

 

Treaty Year

 

 

 

July 1, 2020

 

 

July 1, 2019

 

 

July 1, 2018

 

 

 

to

 

 

to

 

 

to

 

Line of Business

 

June 30, 2021

 

 

June 30, 2020

 

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

Personal Lines:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Umbrella

 

 

 

 

 

 

 

 

 

Quota share treaty:

 

 

 

 

 

 

 

 

 

Percent ceded - first $1,000,000 of coverage

 

 

90%

 

 

90%

 

 

90%

Percent ceded - excess of $1,000,000 of coverage

 

 

95%

 

 

100%

 

 

100%

Risk retained

 

$300,000

 

 

$100,000

 

 

$100,000

 

Total reinsurance coverage per occurrence

 

$4,700,000

 

 

$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, 2021

 

 

June 30, 2020

 

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Lines:

 

 

 

 

 

 

 

 

 

 

 

 

General liability commercial policies

 

 

 

 

 

 

 

 

 

 

 

 

Quota share treaty

 

None

 

 

None

 

 

None

 

Risk retained

 

$750,000

 

 

$750,000

 

 

$750,000

 

Excess of loss coverage above risk retained

 

$3,750,000

 

 

$3,750,000

 

 

$3,750,000

 

 

 

in excess of

 

 

in excess of

 

 

in excess of

 

 

 

$750,000

 

 

$750,000

 

 

$750,000

 

Total reinsurance coverage per occurrence

 

$3,750,000

 

 

$3,750,000

 

 

$3,750,000

 

Losses per occurrence subject to reinsurance coverage

 

$4,500,000

 

 

$4,500,000

 

 

$4,500,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Umbrella

 

 

 

 

 

 

 

 

 

 

 

 

Quota share treaty:

 

None

 

 

None

 

 

 

 

 

Percent ceded - first $1,000,000 of coverage

 

 

 

 

 

 

 

 

 

 

90%

Percent ceded - excess of $1,000,000 of coverage

 

 

 

 

 

 

 

 

 

 

100%

Risk retained

 

 

 

 

 

 

 

 

 

$100,000

 

Total reinsurance coverage per occurrence

 

 

 

 

 

 

 

 

 

$4,900,000

 

Losses per occurrence subject to quota share reinsurance coverage

 

 

 

 

 

 

 

 

 

$5,000,000

 

Expiration date

 

 

 

 

 

 

 

 

 

June 30, 2019

 

 

Inflation

 

Premiums are established before we know the amount of losses and loss adjustment expenses or the extent to which inflation may affect such amounts. We attempt to anticipate the potential impact of inflation in establishing our reserves, especially as it relates to medical and hospital rates where historical inflation rates have exceeded the general level of inflation. Inflation in excess of the levels we have assumed could cause loss and loss adjustment expenses to be higher than we anticipated, which would require us to increase reserves and reduce earnings.

 

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 Fluctuations in rates of inflation also influence interest rates, which in turn impact the market value of our investment portfolio and yields on new investments. Operating expenses, including salaries and benefits, generally are impacted by inflation.

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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, or liquidity that are material to investors.

 

Outlook

The impacts of COVID-19 and related economic conditions on our results are highly uncertain and outside our control. The scope, duration and magnitude of the direct and indirect effects of COVID-19 are evolving rapidly and in ways that are difficult or impossible to anticipate. The impact of COVID-19 on our results for the year ended December 31, 2021 may not be indicative of its impact on our future results. For additional information on the risks posed by COVID-19, see “The impact of COVID-19 and related risks could materially affect our results of operations, financial position and/or liquidity” included in Part I, Item 1A— “Risk Factors” in this Annual Report.

Our net premiums earned may be impacted by a number of factors. Net premiums earned are a function of net written premium volume. Net written premiums comprise both renewal business and new business and are recognized as earned premium over the term of the underlying policies. Net written premiums from both renewal and new business are impacted by competitive market conditions as well as general economic conditions. As a result of COVID-19, economic conditions in the United States rapidly deteriorated. The decreased levels of economic activity have negatively impacted, and may continue to negatively impact, premium volumes generated by new business. We began to experience this impact in March 2020 and it became more significant in the second and third quarters of 2020. While we are now seeing a reversal of this impact, it may resume in the future, but the degree of any new impact will depend on the extent and duration of any economic contraction and could be material. We have also made underwriting changes to emphasize profitability over growth and have culled out the type of risks that do not generate an acceptable level of return. This action has led, and may continue to lead, to a slowdown in premium growth, particularly in new business.

ITEM 7A.7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKRISK..

 

This item is not applicable to smaller reporting companies.

 

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATADATA..

 

The financial statements required by this Item 8 are included in this Annual Report following Item 16 hereof. As a smaller reporting company, we are not required to provide supplementary financial information.

 

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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 9A.CONTROLS AND PROCEDURESPROCEDURES..

 

Evaluation of Disclosure Controls and Procedures

 

Changes in Internal Control over Financial Reporting

 

Except for the steps taken to remediate the material weakness identified below, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of management, including our Chief Executive Officer and ChiefPrincipal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.2021.

 

A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

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Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019 using criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded there was a material weakness in internal control over financial reporting as December 31, 2019 related to the operation of controls related to the establishment and ongoing monitoring of case reserves for losses and loss adjustment expenses.

Remediation

Management implemented additional controls and continues to monitor the control environment to ensure that the control deficiency contributing to the material weakness was remediated. The remediation actions outlined below are what provided management the ability to deem the material weakness as remediated and they are as follows:

·

Engaged external resources to perform a comprehensive review of our claims operations surrounding the establishment and monitoring of liability case reserves;

·

Hired a new Chief Claims Officer whose role includes a review of the entire population of case reserves to the policy level to ensure proper valuation, existence, and completeness;

·

Increased the number, experience level and skill of the personnel involved in our claims function through hiring and improved training;

·

Performed a thorough review of existing policies and procedures in place to facilitate the development and documentation of controls over financial reporting regarding liability case reserves. This review led to the addition of multiple controls including a quality assurance process as well as enhanced documentation of our existing controls in place;

·

Enhanced testing procedures performed by our outsourced internal audit to ensure adequate design and operating effectiveness of new and existing internal controls.

Inherent Limitation on Effectiveness of Controls

 

Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and ChiefPrincipal Financial Officer, and effected by the board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

 

ITEM 9B. OTHER INFORMATION.OTHER INFORMATION.

 

None.

ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDITIONS THAT PREVENT INSPECTIONS.

                Not applicable.

 

 
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PART III

 

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEGOVERNANCE..

 

Executive Officers and Directors

 

The following table sets forth the positions and offices presently held by each of our current directors and executive officers and their ages:

 

Name

Age

Positions and Offices Held

 

 

 

Barry B. Goldstein

67

69

Chief Executive Officer, President, Executive Chairman of the Board and Director

Meryl S. Golden

61

62

Chief Operating Officer and Director

Scott Van Pelt

55

Chief Financial Officer and Treasurer

Sarah (Minlei) Chen

38

39

Chief Actuary, Kingstone Insurance Company

Floyd R. Tupper

66

67

Secretary and Director

William L. Yankus

61

62

Director

Carla A. D’Andre

65

66

Director

Timothy P. McFadden

58

59

Director

 

Barry B. Goldstein

 

Mr. Goldstein has served as our Chief Executive Officer and President, as well as Chief Executive Officer and President of Kingstone Insurance Company, our wholly-owned New York property and casualty insurer (“KICO”), since July 19, 2019. He previously served as our Chief Executive Officer, President and Chairman of the Board from March 2001 through December 31, 2018 and as Chief Executive Officer and President of KICO from January 2012 through December 31, 2018. Mr. Goldstein has served as our Executive Chairman of the Board since January 1, 2019 and as one of our directors since March 2001. He served as our Chief Financial Officer from March 2001 to November 2007 and as our Treasurer from May 2001 to August 2013. Since January 2006, Mr. Goldstein has served as Chairman of the Board of KICO. He has served as Chairman of its Executive Committee since October 2019 (having previously served in such capacity from 2006 to 2018). Mr. Goldstein has served as Chief Investment Officer of KICO since August 2008. He was Treasurer of KICO from March 2010 through September 2010. Effective July 1, 2009, we acquired a 100% equity interest in KICO. Mr. Goldstein is a certified public accountant (inactive). Mr. Goldstein received his B.A. degree and M.B.A. from State University of New York at Buffalo. We believe that Mr. Goldstein’s extensive experience in the insurance industry, including his executive-level service with KICO since 2006, give him the qualifications and skills to serve as one of our directors.

 

 
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Meryl S. Golden

 

Ms. Golden has served as our Chief Operating Officer since September 2019 and as one of our directors since March 2020.  She has also served as Chief Operating Officer, a director and a member of the Executive Committee of KICO since September 2019.2019 and as its President since October, 2021.  Ms. Golden has over 25 years of experience in the insurance industry.  She served as Northeast General Manager of Progressive Insurance from 2000 to 2004 (having served as Connecticut General Manager at Progressive from 1996 to 2000).  Ms. Golden was Senior Vice President/General Manager at Liberty Mutual from 2005 to 2007.  From 2007 to 2009, she was a Management Committee advisor to Bridgewater Associates, a hedge fund.�� Ms. Golden served as General Manager of North America for Earnix, a banking and insurance software company, from 2010 to 2018 and was Sales Manager, Insurance Solutions for Arity, a mobility and data analytics company founded by Allstate, from 2018 until September 2019.  Ms. Golden received her B.S. degree in Accounting from the Wharton School of the University of Pennsylvania and her M.B.A. in Marketing and Finance from the University of Chicago.  We believe that Ms. Golden’s executive level experience in the insurance industry gives her the qualifications and skills to serve as one of our directors.

Scott Van Pelt

Mr. Van Pelt has served as our Chief Financial Officer and Treasurer since February 1, 2021. From February 2019 to February 2021, he was Chief Financial Officer of CHW Group, a home warranty provider. Mr. Van Pelt served as Chief Financial Officer of Citi bank’s Life Reinsurance Companies from June 2015 to September 2018. He was Chief Financial Officer of Star and Shield Insurance, a reciprocal insurance company, from January 2013 to April 2014. Mr. Van Pelt received a B.B.A. degree in Accounting from the University of Notre Dame and an M.B.A. in Corporate Finance from Fairleigh Dickinson University.

  

Sarah (Minlei) Chen

 

Ms. Chen has served as KICO’s Chief Actuary since November 2020. From January 2018 to October 2020, she was Actuarial Manager/Senior Pricing Manager and Actuary for Homesite Insurance, a property and casualty insurance company. Ms. Chen served as Actuarial Manager of Plymouth Rock Assurance, an auto and home insurer, from November 2013 to January 2018. Ms. Chen received a B.S. degree in Mathematics from Tsinghua University and an M.S. degree in Applied Mathematics from Brown University.

 

 Floyd R. Tupper

 

Mr. Tupper is a certified public accountant in New York City. For over 30 years, Mr. Tupper has counseled high-net worth individuals by creating tax planning strategies to achieve their goals as well as those of their families. He has also helped small businesses by developing business strategies to meet their current and future needs. He began his career in public accounting with Ernst & Young LLP prior to becoming self-employed. Mr. Tupper holds an M.B.A. in Taxation from the New York University Stern School of Business and a B.S. degree from New York University. Mr. Tupper served as a director of KICO from 2006 to 2018 and has served as Chairman of its Audit Committee since 2006. From 1990 until 2010, Mr. Tupper served as a Trustee of The Acorn School in New York City. He was also a member of the school’s Executive Committee and served as its Treasurer from 1990 to 2010. Mr. Tupper is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. He has served as one of our directors and Chairman of our Audit Committee since June 2014 and as our Secretary since June 2015. We believe that Mr. Tupper’s accounting experience, as well as his service on the Board of KICO (including his service as Chairman of its Audit Committee), give him the qualifications and skills to serve as one of our directors.

 

 
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William L. Yankus

 

Mr. Yankus brings to the Board over 30 years’ experience in the insurance industry. Since September 2015, Mr. Yankus has provided insurance-related consulting services through Pheasant Hill Advisors, LLC. From 2011 to 2015, he was Managing Director – Investment Banking at Stern Agee where he focused on small and mid-sized insurers. Mr. Yankus served as Managing Director-Insurance Research at Fox-Pitt, Kelton from 1993 to 2009 and then as Head of Insurance Research at its successor, Macquerie, from 2009 to 2010. Mr. Yankus served as Vice President, Insurance Research at Conning & Company from 1985 to 1993. He completed the CFA program in 1989 and passed the CT uniform CPA exam in 1984. Mr. Yankus has served as one of our directors since March 2016, Chairman of our Compensation Committee since April 2017 and Chairman of our Investment Committee since February 2020. He received his B.A. degree in Economics and Accounting from The College of the Holy Cross. We believe that Mr. Yankus’ executive level experience in the insurance industry gives him the qualifications and skills to serve as one of our directors.

 

 Carla A. D’Andre

 

Ms. D’Andre has more than 40 years of experience in the insurance industry. Since 2009, Ms. D’Andre has been Chairman, CEO and President of D’Andre Insurance Group, Inc., which she co-founded. D’Andre Insurance Group, Inc. is the parent of two independent insurance agencies. Prior to co-founding D’Andre Insurance Group, Ms. D’Andre held executive-level roles at several companies in the insurance industry, including Executive Vice President, Head – Global Corporate Practice and Member – Partner’s Council at Willis Group Holdings plc, a multinational risk advisor, insurance brokerage and reinsurance brokerage company; Managing Director and Strategic Account Manager at AON Risk Services, a global provider of risk management solutions; Chief Operating Officer at XL Capital’s insurance and technology start-up firm, Inquis Logic Inc.; Member of Senior Management and Managing Director of Swiss Re New Markets and Director of Alternative Markets at Swiss ReAmerica, affiliates of Swiss Reinsurance Company Ltd, a global reinsurance company; Senior Vice President of Sedgwick North America, an insurance brokerage firm; and Vice President of Johnson & Higgins, an insurance brokerage firm. Ms. D’Andre serves in senior capacities in several insurance industry groups. In January 2019 she was elected by her peers to a three-year term as a member of The Institutes’ CPCU Society Leadership Council. She also serves as a member of the Executive Advisory Council of St. John’s University School of Risk Management, Insurance and Actuarial Science. She has served as one of our directors since May 2017 and currently serves as Chair of our Finance Committee. Ms. D’Andre has an M.B.A. from Pace University’s Lubin School of Business and a B.B.A. degree from St. John’s University’s School of Risk Management, Insurance and Actuarial Science. We believe that Ms. D’Andre’s extensive experience in multiple capacities in the insurance industry gives her the qualifications and skills to serve as one of our directors.

 

 
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Timothy P. McFadden

 

Mr. McFadden has more than 2930 years of experience in the insurance industry. Since 2012, Mr. McFadden has served as CEO and President of State Farm Indemnity Auto Insurance Company and Senior Vice President of State Farm Insurance, Eastern Market Area. Since 2015, he has also served as CEO and President of State Farm Florida Fire Company. Mr. McFadden served as Senior Vice President of State Farm Insurance Companies, Southern Zone from 2008 to 2011 and Senior Vice President of State Farm Insurance Companies, Southern & Mid Atlantic Zones from 2011 to 2013. Prior to joining the insurance industry, he was a Captain in the United States Army. Mr. McFadden is a member of Stetson University’s College of Law Board of Overseers. He formerly served as a member of the Board of State Farm Indemnity Auto Insurance Company, Local Initiatives Support Corporation, American College Ethics Board, State Farm Florida Fire Company, Top Layer Reinsurance and Florida Council of 100. Mr. McFadden received his B.S. degree from the United States Military Academy at West Point and his J.D. from Stetson College of Law. He also completed the General Management Program at Harvard Business School and received his Chartered Life Underwriter Designation from The American College of Financial Services. Mr. McFadden has served as one of our directors and Chair of our Nominating and Corporate Governance Committee since August 2018. We believe that Mr. McFadden'sMcFadden’s executive level experience in the insurance industry gives him the qualifications and skills to serve as one of our directors.

 

Family Relationships

 

There are no family relationships among any of our executive officers and directors; however, see Item 13 (“Certain Relationships and Related Transactions, and Director Independence - Other”) of this Annual Report.

 

Term of Office

 

Each director will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Each executive officer will hold office until the initial meeting of the Board of Directors following the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

 

Audit Committee

 

The Audit Committee of the Board of Directors is responsible for overseeing our accounting and financial reporting processes and the audits of our financial statements. The members of the Audit Committee are Messrs. Tupper, Yankus and McFadden.

 

Audit Committee Financial Expert

 

Our Board of Directors has determined that Mr. Tupper qualifies as an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. Mr. Tupper is an “independent director” based on the definition of independence in Listing Rule 5605(a)(2) of The Nasdaq Stock Market.

 

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Delinquent Section 16(a) Reports

 

Section 16 of the Exchange Act requires that reports of beneficial ownership of common stock and changes in such ownership be filed with the SEC by Section 16 “reporting persons,” including directors, certain officers, holders of more than 10% of the outstanding common stock and certain trusts of which reporting persons are trustees. We are required to disclose in this Annual Report each reporting person whom we know to have failed to file any required reports under Section 16 on a timely basis during the fiscal year ended December 31, 2020.2021. To our knowledge, based solely on a review of copies of Forms 3, 4 and 5 filed with the SEC and written representations that no other reports were required, during the fiscal year ended December 31, 2020,2021, our officers, directors and 10% stockholders complied with all Section 16(a) filing requirements applicable to them, except that Victor Brodsky, formerly our Chief Financial Officer and Treasurer, filed one Form 4 late, reporting two transactions, Richard Swartz, our Chief Accounting Officer, filed hisone Form 3 late and filed two Forms 4 late, reporting a total of three transactions,one transaction, and Mr. GoldsteinSarah (Minlei) Chen, KICO’s Chief Actuary, filed aone Form 54 late, reporting one gift transaction.

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Code of Ethics; Officer and Director Trading Restrictions Policy

 

Our Board of Directors has adopted a Code of Ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Board of Directors has also adopted an Officer and Director Trading Restrictions Policy for our officers and directors as well as the officers and directors of KICO. Copies of the Code of Ethics and Officer and Director Trading Restrictions Policy are posted on our website, www.kingstonecompanies.com. We intend to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding an amendment to, or a waiver from, our Code of Ethics or Officer and Director Trading Restrictions Policy by posting such information on our website, www.kingstonecompanies.com.

 

ITEM 11. EXECUTIVE COMPENSATION.EXECUTIVE COMPENSATION.

 

Summary Compensation Table

 

The following table sets forth certain information concerning the compensation for the fiscal years ended December 31, 20202021 and 20192020 for certain executive officers, including our Chief Executive Officer: 

 

Name and Principal Position

 

Year

 

Salary

 

 

Bonus

 

 

Stock Awards(5)

 

 

Option Awards(5)

 

 

Non-Equity

Incentive Plan

Compensation(8)

 

 

All Other

Compensation

 

 

Total

 

Barry B. Goldstein (1)

 

2020

 

$500,000

 

 

$-

 

 

$1,386,500(6)

 

$-

 

 

$-

 

 

$32,609(9)

 

$1,919,109

 

Chief Executive Officer; Executive Chairman of the Board

 

2019

 

$636,500

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$37,520(10)

 

$674,020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Meryl S. Golden (2)

 

2020

 

$500,000

 

 

$73,646

 

 

$-

 

 

$-

 

 

$-

 

 

$23,400(11)

 

$597,046

 

Chief Operating Officer

 

2019

 

$134,247

 

 

$-

 

 

$-

 

 

$95,450(7)

 

$-

 

 

$6,277(12)

 

$235,974

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Victor J. Brodsky (3)

 

2020

 

$279,975

 

 

$-

 

 

$-

 

 

$43,451

 

 

$-

 

 

$269,269(13)

 

$592,785

 

Chief Financial Officer

 

2019

 

$369,666

 

 

$-

 

 

$150,000

 

 

$-

 

 

$34,508

 

 

$22,042(14)

 

$576,217

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benjamin Walden (4)

 

2020

 

$258,490

 

 

$-

 

 

$-

 

 

$31,560

 

 

$-

 

 

$108,847(15)

 

$398,897

 

Executive Vice President and

 

2019

 

$339,025

 

 

$-

 

 

$135,000

 

 

$-

 

 

$31,601

 

 

$11,200(16)

 

$516,825

 

Chief Actuary, Kingstone Insurance Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and Principal Position

 

Year

 

Salary

 

 

Bonus

 

 

Stock

Awards(1)

 

 

Option Awards(1)

 

 

Non-Equity

Incentive Plan

Compensation

 

 

All Other

Compensation

 

 

Total

 

Barry B. Goldstein

 

2021

 

$500,000

 

 

$-

 

 

$1,386,500(2)

 

$-

 

 

$-

 

 

$34,935(6)

 

$1,921,435

 

Chief Executive Officer;  Executive Chairman of the Board

 

2020

 

$500,000

 

 

$-

 

 

$1,386,500(3)

 

$-

 

 

$-

 

 

$32,609(7)

 

$1,919,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Meryl S. Golden

 

2021

 

$500,000

 

 

$-

 

 

$211,020(4)

 

$-

 

 

$-

 

 

$23,600(8)

 

$734,620

 

Chief Operating Officer; President, Kingstone Insurance Company

 

2020

 

$500,000

 

 

$73,646

 

 

$-

 

 

$-

 

 

$-

 

 

$23,400(9)

 

$597,046

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sarah (Minlei) Chen

 

2021

 

$267,515

 

 

$40,000

 

 

$36,520(5)

 

$-

 

 

$-

 

 

$6,588(10)

 

$350,623

 

Chief Actuary, Kingstone  Insurance Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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______________

(1)

Mr. Goldstein has served as our Chief Executive Officer since July 19, 2019 and Executive Chairman of the Board since January 1, 2019. He previously served as Chief Executive Officer from March 2001 through December 31, 2018.

(2)

Ms. Golden has served as our Chief Operating Officer since September 2019.

(3)

Mr. Brodsky served as our Chief Financial officer until September 30, 2020.

(4)

Mr. Walden served as Executive Vice President and Chief Actuary of KICO until September 30, 2020.

(5)

Amounts reflect the aggregate grant date fair value of grants made in each respective fiscal year computed in accordance with stock-based accounting rules (FASB ASC Topic 718-Stock Compensation), excluding the effect of estimated forfeitures. Assumptions used in the calculations of these amounts are included in Note 12 to our Consolidated Financial Statements included in this Annual Report.

 

 

(6)(2)

In January 2021, Mr. Goldstein was granted an aggregate of 251,769 shares of restricted common stock under the 2014 Plan. Such grant vested to the extent of 125,885 shares as of the first anniversary of the date of grant and vests to the extent of 125,884 shares as of December 31, 2022. See “Termination of Employment and Change-in-Control Arrangements – Barry B. Goldstein” below for a discussion of certain provisions relating to the restricted stock granted to Mr. Goldstein.

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(3)

In January 2020, Mr. Goldstein was granted an aggregate of 174,622 shares of restricted common stock under the 2014 Plan. Such grant vested to the extent of 58,208 shares as of the first anniversary of the date of grant and vests to the extent of 58,207 shares as of each of the second anniversary of the date of grant and December 31, 2022. See “Termination of Employment and Change-in-Control Arrangements – Barry B. Goldstein” below for a discussion of certain provisions relating to the restricted stock granted to Mr. Goldstein.

 

 

(7)(4)

In September 2019,January 2021, Ms. Golden was granted a five-year option30,000 shares of restricted common stock under the 2014 Plan for the purchase of 50,000 shares of common stock at an exercise price of $8.72 per share.Plan. Such option became exercisablegrant vested to the extent of 12,50010,000 shares as of each of the date of grant and the first anniversary of the date of grant and will become exercisablevests to the extent of 12,50010,000 shares as of each of the second and third anniversaries of the date of grant. See “Termination of Employment and Change-in-Control Arrangements – Meryl S. Golden” below for a discussion of certain provisions relating to the optionsrestricted stock granted to Ms. Golden.

 

 

(8)(5)

Represents amounts earned pursuant

In January 2021, Ms. Chen was granted 3,572 shares of restricted common stock under our 2014 Plan. Such grant vested to the KICO employee bonus plan for 2020extent of 1,191 shares as of the first anniversary of the date of grant and 2019.vests to the extent of 1,191 and 1,190 shares as of the second and third anniversaries of the date of grant, respectively. In addition, in December 2021, Ms. Chen was granted 2,400 shares of restricted stock under our 2014 Plan. Such grant vests to the extent of 800 shares as of each of the first, second and third anniversaries of the date of grant.

 

 

(9)(6)

Represents employer matching contributions under our deferred compensation plan of $11,335, employer matching contributions under our defined contribution plan of $11,600 and a car allowance of $12,000.

(7)

Represents employer matching contributions under our deferred compensation plan of $11,909, employer matching contributions under our defined contribution plan of $8,700 and a car allowance of $12,000.

 

 

(10)(8)

Represents employer matching contributions under our deferred compensation plan of $17,025, employer matching contributions under our defined contribution plan of $8,495$11,600 and a car allowance of $12,000.

 

 

(11)(9)

Represents employer matching contributions under our defined contribution plan of $11,400 and a car allowance of $12,000.

 

 

(12)

Represents employer matching contributions under our defined contribution plan of $3,077 and a car allowance of $3,200.

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(13)

Represents employer payments pursuant to agreement and general release totaling $155,969, consulting fees pursuant to agreement totaling $96,500, matching contributions under our deferred compensation plan of $1,722, employer matching contributions under our defined compensation plan of $9,628 and a car allowance of $5,400.

(10)

(14)

Represents employer matching contributions under our deferred compensation plan of $4,090, employer matching contributions under our defined compensation plan of $10,752 and a car allowance of $7,200.

(15)

Represents employer payments pursuant to agreement and general release totaling $87,729, consulting fees pursuant to agreement totaling $10,058, and employer matching contributions under our defined compensation plan of $11,060.

(16)

Represents employer matching contributions under our defined contribution plan.

 

Employment Contracts

 

Barry B. Goldstein

·

Agreement in effect for the year ended December 31, 2019

On October 16, 2018, we entered into an amended and restated employment agreement with Mr. Goldstein which took effect as of January 1, 2019 and which was scheduled to expire on December 31, 2021 (the “Amended and Restated Goldstein Employment Agreement”). Pursuant to the Amended and Restated Goldstein Employment Agreement, Mr. Goldstein stepped down as our Chief Executive Officer on January 1, 2019 and was named Executive Chairman of the Board.

Pursuant to the Amended and Restated Goldstein Employment Agreement, Mr. Goldstein was entitled to receive an annual base salary of $636,500 for the calendar year 2019. In addition, Mr. Goldstein was eligible to receive an annual performance bonus equal to 3% of our consolidated income from operations before taxes, exclusive of our consolidated net investment income (loss) and net realized gains (losses) on investments. In addition, pursuant to the Amended and Restated Goldstein Employment Agreement, Mr. Goldstein was entitled to a long-term compensation (“LTC”) payment (which was a continuation of the previous terms under Mr. Goldstein’s 2017 employment agreement with us) of between $945,000 and $2,835,000 based on a specified minimum increase in our adjusted book value per share (as defined in the Amended and Restated Goldstein Employment Agreement) as of December 31, 2019 as compared to December 31, 2016 (with the maximum LTC payment being due if the average per annum increase was at least 14%). Pursuant to the Amended and Restated Goldstein Employment Agreement, Mr. Goldstein was entitled to receive a grant, under the terms of our 2014 Equity Participation Plan (the “2014 Plan”), during the first 30 days of January 2020, with respect to a number of shares of restricted stock determined by dividing $436,500 by the fair market value of our common stock on the date of grant. The January 2020 grant was to vest with respect to 50% of the award on each of December 31, 2020 and December 31, 2021 based on the continued provision of services through the applicable vesting date. Also, pursuant to the Amended and Restated Goldstein Employment Agreement, Mr. Goldstein was entitled to receive a grant, under the 2014 Plan, during the first 30 days of 2021, with respect to a number of shares of restricted stock determined by dividing $236,500 by the fair market value of our common stock on the date of grant. The January 2021 grant was to vest on December 31, 2021 based on the continued provision of services through such date. The above stock grant provisions were superseded by the provisions of the Second Amended and Restated Goldstein Employment Agreement as discussed below.

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·

Agreement in effect as of January 1, 2020

 

On October 14, 2019, we entered into a second amended and restated employment agreement with Mr. Goldstein which took effect as of January 1, 2020 and expires on December 31, 2022 (the “Second Amended and Restated Goldstein Employment Agreement”).

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Pursuant to the Second Amended and Restated Goldstein Employment Agreement, Mr. Goldstein is entitled to receive an annual base salary of $500,000 and an annual bonus equal to 6% of our consolidated income from operations before taxes, exclusive of our consolidated net investment income (loss), net unrealized gains (losses) on equity securities and net realized gains (losses) on investments, up to a maximum of 2.5 times his base salary. In addition, pursuant to the Second Amended and Restated Goldstein Employment Agreement, Mr. Goldstein is entitled to receive an LTCa long-term compensation (“LTC”) payment of between $945,000 and $2,835,000 based on a specified minimum increase in our adjusted book value per share (as defined in the Second Amended and Restated Goldstein Employment Agreement) as of December 31, 2022 as compared to December 31, 2019 (with the maximum LTC payment being due if the average per annum increase is at least 14%).

 

Pursuant to the Second Amended and Restated Goldstein Employment Agreement, Mr. Goldstein received a grant, under the terms of the 2014 Plan, during January 2020, of a number of shares of restricted stock determined by dividing $1,250,000 by the fair market value of our common stock on the date of grant. The January 2020 grant vested with respect to one-third of the award on each of the first anniversaryand second anniversaries of the grant date and will vest with respect to one-third of the award on each of the second anniversary of the grant date and on December 31, 2022 based on the continued provision of services through the applicable vestingsuch date. Also pursuant to the Second Amended and Restated Goldstein Employment Agreement, Mr. Goldstein received a grant, under the terms of the 2014 Plan, during January 2021, of a number of shares of restricted stock determined by dividing $1,500,000 by the fair market value of our common stock on the date of grant. The January 2021 grant vested with respect to one-half of the award on the first anniversary of the grant date and will vest with respect to one-half of the award on each of the first anniversary of the grant date and on December 31, 2022 based on the continued provision of services through the applicable vestingsuch date. Further, pursuant to the Second Amended and Restated Goldstein Employment Agreement, Mr. Goldstein received in 2020, and 2021 and will be entitled to receive in 2022 a grant, under the terms of the 2014 Plan, of a number of shares of restricted stock determined by dividing $136,500 by the fair market value of our common stock on the date of grant. The 2020 grant vested with respect to one-third of the award on each of the first anniversaryand second anniversaries of the grant date and will vest with respect to one-third of the award on eachDecember 31, 2022 based on the continued provision of services through such date. The 2021 grant vested with respect to one-half of the secondaward on the first anniversary of the grant date and will vest with respect to one-half of the award on December 31, 2022 based on the continued provision of services through the applicable vesting date. The 2021 grant will vest with respect to one-half of the award on each of the first anniversary of the grant date and on December 31, 2022 based on the continued provision of services through the applicable vestingsuch date. The 2022 grant will vest on December 31, 2022 based on the continued provision of services through such date.

 

See “Termination of Employment and Change-in-Control Arrangements – Barry B. Goldstein” below for a discussion of the provisions of the Second Amended and Restated Goldstein Employment Agreement with regard to payments due in the event of the termination of Mr. Goldstein’s employment.

 

 
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Meryl S. Golden

 

We and Ms. Golden are parties to an employment agreement dated as of August 27, 2019 (as amended, the “Golden Employment Agreement”). Pursuant to the Golden Employment Agreement, which expires on December 31, 2022, Ms. Golden serves as our Chief Operating Officer and is entitled to receive an annual base salary of $500,000. In addition, pursuant to the Golden Employment Agreement and the 2014 Plan, in September 2019, Ms. Golden was granted an option to purchase 50,000 shares of common stock which vesthas vested to the extent of 12,500 shares on each of the date of grant and each of the first and second anniversaries of the date of grant and will vest to the extent of 12,500 shares on the third anniversariesanniversary of the date of grant. Further, pursuant to the Golden Employment Agreement and the 2014 Plan, in each of January 2021 and January 2022, Ms. Golden was granted 30,000 shares of restricted stock and is entitled to receive in January 2022 30,000 shares of restricted stock. Each such grant vests to the extent of 10,000 shares on each of the first, second and third anniversaries of the date of grant.

 

See “Termination of Employment and Change-in-Control Arrangements – Meryl S. Golden” below for a discussion of the provisions of the Golden Employment Agreement with regard to payments due in the event of the termination of Ms. Golden’s employment.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 

The following table sets forth certain information concerning exercisable and unexercisable stock options and unvested stock grants held by the above Named Executive Officers as of December 31, 2020:2021:

 

 

Option Awards

 

Stock Awards

 

 

Option Awards

Stock Awards

 

Name

 

Number of Securities Underlying

Unexercised

Options

Exercisable

 

 

Number of Securities Underlying Unexercised Options Unexercisable

 

 

Option

Exercise Price

 

 

Option Expiration Date

 

 

Number of Shares of

Stock

That Have Not Vested

 

 

Market

Value of Shares of Stock That Have Not Vested

 

 

Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested

 

 

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested

 

 

Number of Securities Underlying

Unexercised

Options

Exercisable

 

 

Number of Securities Underlying Unexercised Options Unexercisable

 

 

Option

Exercise Price

 

 

Option Expiration Date

 

 

Number of Shares of

Stock

That Have Not Vested

 

 

Market

 Value of Shares of Stock That Have Not Vested

 

 

Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested

 

 

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested

 

Barry B. Goldstein

 

-

 

-

 

-

 

-

 

174,622(1)

 

$1,161,236

 

-

 

$-

 

 

-

 

-

 

-

 

-

 

368,183(1)

 

$1,840,915

 

-

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Meryl S. Golden

 

25,000

 

25,000(2)

 

$8.72

 

9/25/24

 

-

 

$-

 

-

 

$-

 

 

37,500

 

12,500(2)

 

$8.72

 

9/25/24

 

32,400(3)

 

$162,000

 

-

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Victor J. Brodsky

 

-

 

26,064(3)

 

$7.99

 

1/27/25

 

2,327(4)

 

$15,475

 

-

 

$-

 

 

 

 

 

 

 

 

 

 

7,288(5)

 

$48,465

 

-

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benjamin Walden

 

7,000

 

-

 

$7.85

 

3/11/21

 

-

 

$-

 

-

 

$-

 

 

-

 

19,207(6)

 

$7.88

 

2/7/25

 

 

 

 

 

 

 

 

 

Sarah (Minlei) Chen

 

-

 

-

 

-

 

-

 

8,836(4)

 

$44,180

 

-

 

$-

 

_____________________

(1)

Such shares vested to the extent of 58,20858,207 shares on January 3, 20212022 and 125,885 shares on January 4, 2022 and will vest to the extent of 58,207184,091 shares on each of January 3, 2022 and 2023.December 31, 2022.

 

 

(2)

Such option is exercisable on September 25, 2022.

(3)

Such shares vested to the extent of 12,50010,000 shares on January 4, 2022 and will vest to the extent of 10,000 shares on each of September 25, 2021January 4, 2023 and 2022.2024 and 800 shares on each of December 13, 2022, 2023 and 2024.

(4)

Such shares vested to the extent of 1,191 shares on January 28, 2022 and will vest to the extent of 1,432 shares on each of November 2, 2022 and 2023, 1,191 shares on January 28, 2023, 1,190 shares on January 28, 2024 and 800 shares on each of December 13, 2022, 2023 and 2024.

 

 
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(3)

Such option is exercisable on January 27, 2022.

(4)

Such shares vested on February 22, 2021.

(5)

Such shares will vest to the extent of 3,644 shares on each of April 10, 2021 and 2022.

(6)

Such option is exercisable on February 7, 2022.

 

Termination of Employment and  Change-in-Control Arrangements

 

Barry B. Goldstein

 

Pursuant to the Second Amended and Restated Goldstein Employment Agreement, in the event that Mr. Goldstein'sGoldstein’s employment is terminated by us without cause or he resigns for good reason (each as defined in the Second Amended and Restated Goldstein Employment Agreement), Mr. Goldstein would be entitled to receive his annual base salary, bonus and LTC payment for the remainder of the term. In addition, in the event of Mr. Goldstein’s death, his estate would be entitled to receive his annual base salary, accrued bonus and accrued LTC payment through the date of death. Further, in the event that Mr. Goldstein’s employment is terminated by us without cause or he resigns for good reason, or, in the event of the termination of Mr. Goldstein’s employment due to disability or death, Mr. Goldstein’s granted but unvested restricted stock awards will vest.

 

Mr. Goldstein would be entitled to receive, under certain circumstances, a payment equal to 3.82 times his then annual base salary, the target LTC payment of $1,890,000 and his accrued bonus in the event of the termination of his employment within eighteen months following a change of control of our company.

 

Meryl S. Golden

 

Pursuant to the Golden Employment Agreement, in the event that Ms. Golden’s employment is terminated by us without cause or she resigns for good reason (each as defined in the Golden Employment Agreement), Ms. Golden would be entitled to receive her annual base salary for the remainder of the term or for twelve months, whichever is sooner. In addition, pursuant to the 2014 Plan, in the event of a termination of employment due to the death or disability of Ms. Golden or following a change of control of our company, the option and stock grants scheduled to vest on the next vesting date following such event shall vest under certain circumstance notwithstanding such event. Further, in the event that Ms. Golden’s employment is terminated by us without cause or she resigns for good reason, Ms. Golden’s granted but unvested restricted stock awards will vest.

 

Ms. Golden would be entitled to receive, under certain circumstances, a payment equal to 1.5 times her then annual base salary in the event of the termination of her employment within eighteen months following a change in control of our company.

 

 
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Compensation of Directors

 

The following table sets forth certain information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2020:2021:

 

DIRECTOR COMPENSATION

 

Name

 

Fees Earned or

Paid in Cash

 

 

Stock Awards(1)

 

 

Option Awards

 

 

Total

 

 

 

 

 

 

 

 

 

 

William L. Yankus

 

$90,000

 

 

$40,000

 

 

$-

 

 

$130,000

 

Floyd R. Tupper

 

$85,000

 

 

$40,000

 

 

$-

 

 

$125,000

 

Carla A. D’Andre

 

$75,000

 

 

$40,000

 

 

$-

 

 

$115,000

 

Timothy P. McFadden

 

$75,000

 

 

$40,000

 

 

$-

 

 

$115,000

 

Name

 

Fees Earned

or

Paid in Cash

 

 

Stock

Awards(1)

 

 

Option

Awards

 

 

Total

 

 

 

 

 

 

 

 

 

 

William L. Yankus

 

$83,000

 

 

$40,000

 

 

$-

 

 

$123,000

 

Floyd R. Tupper

 

$88,000

 

 

$40,000

 

 

$-

 

 

$128,000

 

Carla A. D’Andre

 

$78,000

 

 

$40,000

 

 

$-

 

 

$118,000

 

Timothy P. McFadden

 

$78,000

 

 

$40,000

 

 

$-

 

 

$118,000

 

 

(1)

Amounts reflect the aggregate grant date fair value of grants made in the fiscal year computed in accordance with stock-based accounting rules (FASB ASC Topic 718-Stock Compensation), excluding the effect of estimated forfeitures. Assumptions used in the calculations of these amounts are included in Note 12 to our consolidated financial statements included in this Annual Report. The aggregate number of unvested restricted stock awards outstanding as of fiscal year end for each non-employee director is as follows:

 

Name

 

Unvested Restricted

Stock Awards (#)

 

 

 

 

 

Floyd R. Tupper

 

 

5,7046,154

 

William L. Yankus

 

 

5,7046,154

 

Carla A. D’Andre

 

 

5,7046,154

 

Timothy P. McFadden

 

 

5,3036,154

 

Effective January 1, 2021, ourOur non-employee directors are entitled to receive annual compensation for their services as directors as follows:

 

 

·

$63,000;

 

·

an additional $25,000 for service as audit committee chair, an additional $20,000 for service as compensation committee chair, an additional $10,000 for service as investment committee chair, and an additional $15,000 for service as chair of other committees; and

 

·

$40,000 of our common stock determined by the closing stock price on the first business day of the year, which vest on the first anniversary of the grant date.

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ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

Security Ownership

 

The following table sets forth certain information as of March 17, 202121, 2022 regarding the beneficial ownership of our shares of common stock by (i) each person who we believe to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each present director, (iii) each Named Executive Officer and (iv) all of our present executive officers and directors as a group.

 

Name and Address

of Beneficial Owner

 

Number of Shares

Beneficially Owned

 

 

Approximate

Percent of Class

 

 

 

 

 

 

 

 

Barry B. Goldstein

15 Joys Lane

Kingston, New York

 

 

832,076(1)

 

 

7.8%

 

 

 

 

 

 

 

 

 

Floyd R. Tupper

 

 

79,576(2)

 

*

 

 

 

 

 

 

 

 

 

 

Meryl S. Golden

 

 

47,500(3)

 

*

 

 

 

 

 

 

 

 

 

 

William L. Yankus

 

 

29,945

 

 

*

 

 

 

 

 

 

 

 

 

 

Carla A. D’Andre

 

 

28,095(4)

 

*

 

 

 

 

 

 

 

 

 

 

Timothy P. McFadden

 

 

27,740

 

 

*

 

 

 

 

 

 

 

 

 

 

Sarah (Minlei) Chen

 

 

 1,578

 

 

 

 *

 

 

 

 

 

 

 

 

 

 

The TCW Group, Inc.

on behalf of the TCW Business Unit

865 South Figueroa Street

Los Angeles, California

 

 

743,903(5)

 

 

7.0%

 

 

 

 

 

 

 

 

 

Michael Doak

Griffin Highline Capital LLC

4514 Cole Avenue

Dallas, Texas

 

 

595,238(6)

 

 

5.6%

 

 

 

 

 

 

 

 

 

Punch & Associates

Investment Management, Inc.

7701 France Avenue South, Suite 300

Edina, Minnesota

 

 

584,000

 

 

 

5.5%

 

 

 

 

 

 

 

 

 

All executive officers and directors as a group (6 persons)

 

 

1,046,510(1)(2)(3)(4)

 

 

9.8%

_______________

*

Less than 1%.

 
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Name and Address

of Beneficial Owner

 

Number of Shares

Beneficially Owned

 

 

Approximate

Percent of Class

 

 

 

 

 

 

 

 

Barry B. Goldstein

15 Joys Lane

Kingston, New York

 

 

715,908(1)

 

 

6.6%

 

 

 

 

 

 

 

 

 

Floyd R. Tupper

 

 

73,422(2)

 

 *

 

 

 

 

 

 

 

 

 

 

Victor J. Brodsky

 

 

41,223(3)

 

 *

 

 

 

 

 

 

 

 

 

 

Meryl S. Golden

 

 

25,000(4)

 

 *

 

 

 

 

 

 

 

 

 

 

Benjamin Walden

 

 

24,881

 

 

 *

 

 

 

 

 

 

 

 

 

 

William L. Yankus

 

 

23,791

 

 

 *

 

 

 

 

 

 

 

 

 

 

Carla A. D’Andre

 

 

21,941(5)

 

 *

 

 

 

 

 

 

 

 

 

 

Timothy P. McFadden

 

 

21,321

 

 

 *

 

 

 

 

 

 

 

 

 

 

The TCW Group, Inc.

on behalf of the TCW Business Unit

865 South Figueroa Street

Los Angeles, California

 

 

958,423(6)

 

 

8.9%

 

 

 

 

 

 

 

 

 

Michael Doak

Griffin Highline Capital LLC

4514 Cole Avenue

Dallas, Texas

 

 

595,238(7)

 

 

5.5%

 

 

 

 

 

 

 

 

 

All executive officers

and directors as a group

(7 persons)

 

 

881,383(1)(2)(4)(5)

 

 

8.2%

* Less than 1%.

(1)

The information regarding Mr. Goldstein is based solely on publicly available information filed with the SEC. Includes (i) 73,168 shares of common stock owned by Mr. Goldstein'sGoldstein’s wife and (ii) 15,000 shares held in a retirement trust for the benefit of Mr. Goldstein. Mr. Goldstein has sole voting and dispositive power over 642,740758,908 shares of common stock and shared voting and dispositive power over 73,168 shares of common stock. The inclusion of the shares owned by Mr. Goldstein'sGoldstein’s wife and the retirement trust shall not be construed as an admission that Mr. Goldstein is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares.

 

 

(2)

Includes (i) 32,395 shares owned by Mr. Tupper’s wife (ii) 6,675 shares held in a retirement trust for the benefit of Mr. Tupper and (iii) 810 shares held in a retirement trust for the benefit of Mr. Tupper'sTupper’s wife. Mr. Tupper has sole voting and dispositive power over 40,21746,371 shares of common stock and shared voting and dispositive power over 33,205 shares of common stock. The inclusion of the shares owned by Mr. Tupper'sTupper’s wife and the retirement trusts for the benefit of Mr. Tupper and his wife shall not be construed as an admission that Mr. Tupper is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares.

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(3)

Includes 3,645 shares issuable upon the vesting of restricted stock within 60 days. 

 

 

(4)(3)

RepresentsIncludes 37,500 shares issuable upon the exercise of options that are exercisable currently.

 

 

(5)(4)

Includes (i) 1,400 shares held in a retirement trust for the benefit of Ms. D’Andre and (ii) 10,000 shares held in a retirement trust for the benefit of Ms. D’Andre’s husband. Ms. D’Andre has sole voting and dispositive power over 11,94118,095 shares of common stock and shared voting and dispositive power over 10,000 shares of common stock. The inclusion of the shares owned by the retirement trust for the benefit of Ms. D'Andre’sD’Andre’s husband shall not be construed as an admission that Ms. D’Andre is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares.

 

(6)(5)

The information regarding The TCW Group, Inc. on behalf of the TCW Business Unit is based solely on Amendment No. 2 to Schedule 13G/A13G filed by such reporting person with the SEC on February 8, 20219, 2022 (the “TCW 13G/A”). According to the TCW 13G/A, such reporting person has shared voting and dispositive power over the 958,423743,903 shares of common stock.

 

 

(7)(6)

The information regarding Michael Doak (“Doak”) and Griffin Highline Capital LLC (“Griffin”) is based solely on aAmendment No. 1 to Schedule 13D filed by such reporting persons with the SEC on February 11, 2021January 19, 2022 (the “Doak/Griffin 13D”13D/A”). According to the Doak/Griffin 13D,13D/A, each of Doak and Griffin has shared voting and dispositive power over the 595,238 shares of common stock.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

The following table sets forth information as of December 31, 20202021 with respect to compensation plans (including individual compensation arrangements) under which our common stock is authorized for issuance, aggregated as follows:

 

 

·

All compensation plans previously approved by security holders; and

 

·

All compensation plans not previously approved by security holders.

EQUITY COMPENSATION PLAN INFORMATION

 

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights

 

 

Weighted average exercise price of outstanding options, warrants and rights

 

 

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

 

 

 

(a)

 

 

(b)

 

 

(c)

 

Equity compensation plans approved by security holders

 

 

119,966

 

 

$8.26

 

 

 

843,316(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity compensation plans not approved by security holders

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

119,966

 

 

$8.26

 

 

 

843,316

 

(1)

Includes 370,964 shares reserved for issuance pursuant to unvested restricted stock grants.

 

 
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EQUITY COMPENSATION PLAN INFORMATION

 

 

 

Number of securities to be issued upon exercise of outstanding

options,

warrants and

rights

 

 

Weighted

 average exercise price of

 outstanding

options,

warrants and

rights

 

 

Number of securities remaining

 available for

 future issuance under equity compensation

 plans (excluding securities

 reflected in

 column (a))

 

 

 

(a)

 

 

(b)

 

 

(c)

 

Equity compensation plans approved by security holders

 

 

107,201

 

 

$8.31

 

 

 

1,069,305(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity compensation plans not approved by security holders

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

107,201

 

 

$8.31

 

 

 

1,069,305

 

(1)

Includes 628,531 shares reserved for issuance pursuant to unvested restricted stock grants.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEINDEPENDENCE..

 

Director Independence

 

Board of Directors

 

Our Board of Directors is currently comprised of Barry B. Goldstein, Floyd R. Tupper, William L. Yankus, Carla A. D’Andre, Timothy P. McFadden and Meryl S. Golden. Our board of directors has determined that each of Messrs. Tupper, Yankus and McFadden and Ms. D’Andre areis independent under applicable Nasdaq listing standards and federal securities rules and regulations.

 

Audit Committee

 

The members of our Board’s Audit Committee currently are Messrs. Tupper, Yankus and McFadden, each of whom is independent under applicable Nasdaq listing standards and federal securities rules and regulations on independence of Audit Committee members.

 

Nominating and Corporate Governance Committee

 

The members of our Board’s Nominating and Corporate Governance Committee currently are Messrs. McFadden and Tupper and Ms. D’Andre, each of whom is independent under applicable Nasdaq listing standards and federal securities rules and regulations on independence.

 

Compensation Committee

 

The members of our Board’s Compensation Committee currently are Messrs. Yankus and Tupper and Ms. D’Andre, each of whom is independent under applicable Nasdaq listing standards and federal securities rules and regulations on independence.

 

Dale A. Thatcher

In connection with the separation from employment of Dale Thatcher as our Chief Executive Officer and President in July 2019 (the “Thatcher Separation Date”), we entered into an Agreement and General Release (the “Thatcher Separation Agreement”) with Mr. Thatcher. Pursuant to the Thatcher Separation Agreement, we agreed to provide the following payments and benefits to Mr. Thatcher in full satisfaction of all payments and benefits and other amounts due to him under the terms of his employment agreement with us (and the related KICO employment agreement) upon his separation from employment: (i) $381,111 (representing the amount of base salary he would have received had he remained employed through March 31, 2020), (ii) $5,000 in full satisfaction of any bonus payments payable under his employment agreement (and related KICO employment agreement), (iii) continuing group health coverage commencing on the Thatcher Separation Date and ending on March 31, 2020; and (iv) continued vesting of all stock awards previously granted to Mr. Thatcher in his capacity as an executive officer but which were unvested as of the Thatcher Separation Date. Effective January 27, 2021, we entered into an agreement (the “Relinquishment Agreement”) with Mr. Thatcher. Pursuant to the Relinquishment Agreement, Mr. Thatcher relinquished his right to receive 14,077 unissued Shares which vested on January 1, 2021, the right to receive 11,905 Shares which were scheduled to vest on March 14, 2021 and the right to receive 14,076 Shares which were scheduled to vest on January 1, 2022 in full consideration of the payment by the Company of an aggregate of $280,406.

 
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In addition, we agreed to provide Mr. Thatcher with a severance payment of $20,000 in consideration for a release. Pursuant to the Thatcher Separation Agreement, Mr. Thatcher agreed that, for a period of three years following the Thatcher Separation Date, he shall not accept any operating executive role with another property and casualty insurance company.

 

Victor Brodsky

 

In connection with the cessation of employment of Victor Brodsky as our Chief Financial Officer effective September 30, 2020 (the “Brodsky Separation Date”), we entered into an Agreement and General Release (the “Brodsky Separation Agreement”) with Mr. Brodsky. Pursuant to the Brodsky Separation Agreement, we agreed to provide the following payments and benefits to Mr. Brodsky in full satisfaction of all payments and benefits and other amounts due to him upon his cessation of employment: (i) $155,969 (representing five months of base salary); (ii) continuing group health coverage commencing on October 1, 2020 and ending no later than February 28, 2021; and (iii) continued vesting of all granted but unvested stock and option awards as if Mr. Brodsky had remained in our employ.

 

Benjamin Walden

 

In connection with the cessation of employment of Benjamin Walden as Executive Vice President and Chief of Actuary of KICO effective September 30, 2020 (the “Walden Separation Date”), we entered into an Agreement and General Release (the “Walden Separation Agreement”) with Mr. Walden. Pursuant to the Walden Separation Agreement, we agreed to provide the following payments and benefits to Mr. Walden in full satisfaction of all payments and benefits and other amounts due to him upon his cessation of employment: (i) an amount equal to the base salary he would have received had he remained employed through November 30, 2020 (with an extension thereof to December 31, 2020 under certain circumstances); (ii) continuing group health coverage commencing on the Walden Separation Date and ending no later than December 31, 2020; and (iii) the grant to Mr. Walden of an option to purchase 19,207 shares of common stock, which option vests two years from the date of grant.

 

Other

 

The daughter of Barry Goldstein, Amanda Goldstein,Rofsky, is employed as our Investor Relations Director and serves as Vice President of Cosi Agency, Inc., one of our subsidiaries. For the fiscal year ended December 31, 2020,2021, she earned $172,191$166,188 in compensation.

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Table of Contents

 

Related Party Transactions

 

Due to the infrequency of related party transactions, we have not formally adopted procedures for the review of, or standards for approval of, such transactions; however, our Board of Directors (or a designated committee thereof) will review related party transactions on a case-by-case basis.

 

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICESSERVICES..

 

The following is a summary of the fees billed to us by Marcum LLP, our independent auditors, for professional services rendered for the fiscal years ended December 31, 20202021 and 2019.2020.

 

Fee Category

 

Fiscal 2020

Fees

 

 

Fiscal 2019

Fees

 

Audit Fees(1)

 

$241,535

 

 

$306,940

 

Tax Fees(2)

 

$-

 

 

$-

 

Audit-Related Fees(3)

 

$-

 

 

$-

 

All Other Fees(4)

 

$-

 

 

$

 

 

 

$241,535

 

 

$306,940

 

Fee Category

 

Fiscal 2021

 Fees

 

 

Fiscal 2020

Fees

 

Audit Fees(1)

 

$308,350

 

 

$241,535

 

Tax Fees(2)

 

$-

 

 

$-

 

Audit-Related Fees(3)

 

$-

 

 

$-

 

All Other Fees(4)

 

$-

 

 

$

-

 

 

 

$308,350

 

 

$241,535

 

 

(1)

Audit Fees consist of fees billed for services rendered for the audit of our consolidated financial statements and review of our condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q, services rendered in connection with the filing of Form S-8, and services provided in connection with other statutory or regulatory filings.

(2)

Marcum did not provide any tax services during the fiscal year.

(3)

Marcum did not provide any “Audit-Related” services during the fiscal year.

(4)

Marcum did not provide any other services during the fiscal year.

 

The Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent auditors and approves in advance any services to be performed by the independent auditors, whether audit-related or not. The Audit Committee reviews each proposed engagement to determine whether the provision of services is compatible with maintaining the independence of the independent auditors. Substantially all of the fees shown above were pre-approved by the Audit Committee.

 

 
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PART IV

 

PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSCHEDULES..

 

Exhibit

Number

Description of Exhibit

 

 

 

3(a)

 

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).

 

 

3(b)

 

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).

 

 

 

4(a)

 

Indenture, dated as of December 19, 2017, between Kingstone Companies, Inc. and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 20, 2017).

 

 

4(b)

 

First Supplemental Indenture, dated as of December 19, 2017, between Kingstone Companies, Inc. and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 20, 2017).

 

 

 

4(c)

 

Form of Global Note representing $30,000,000 aggregate principal amount of 5.50% Senior Unsecured Notes due 2022 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on December 20, 2017).

 

 

 

10(a)

 

Amended and Restated 2014 Equity Participation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 1, 2020).

 

 

 

10(b)

 

Second Amended and Restated Employment Agreement, dated October 14, 2019, by and between Kingstone Companies, Inc. and Barry B. Goldstein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 18, 2019).

 

 

 

10(c)

 

Stock Grant Agreement, dated as of January 3, 2020, between Kingstone Companies, Inc. and Barry B. Goldstein (157,431 shares) (incorporated by reference to Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 16, 2020).

 

 

 

10(d)

 

Stock Grant Agreement, dated as of January 3, 2020, between Kingstone Companies, Inc. and Barry B. Goldstein (17,191 shares) (incorporated by reference to Exhibit 10(d) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 16, 2020).

 

 

 

10(e)

 

Stock Grant Agreement, dated as of January 4, 2020,2021, between Kingstone Companies, Inc. and Barry B. Goldstein (230,769 shares).*

 

 

 

10(f)

 

Stock Grant Agreement, dated as of January 4, 2020,2021, between Kingstone Companies, Inc. and Barry B. Goldstein (21,000 shares).*

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10(g)

Stock Grant Agreement, dated as of January 3, 2022, between Kingstone Companies, Inc. and Barry B. Goldstein.*

 

 

 

10(g)10(h)

 

Employment Agreement, dated as of August 27, 2019, by and between Kingstone Companies, Inc. and Meryl S. Golden (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on September 17, 2019).

 

 

 

10(h)10(i)

 

Stock Grant Agreement, dated as of January 4, 2021, between Kingstone Companies, Inc. and Meryl S. Golden.*

10(j)

Stock Grant Agreement, dated as of January 3, 2022, between Kingstone Companies, Inc. and Meryl S. Golden.*

 

 

 

10(i)10(k)

 

Deferred Compensation Plan, dated as of June 18, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2018).

 

 

 

21

 

Subsidiaries (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 16, 2017).

 

 

 

23

 

Consent of Marcum LLP.*

 

 

 

31(a)

 

Rule 13a-14(a)/15d-14(a) Certification of PrincipalChief Executive Officer as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 

 

 

31(b)

 

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 

 

 

32

 

Certification of Chief Executive Officer and ChiefPrincipal 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.*

*Filed herewith

**Furnished herewith

  

ITEM 16. 16. FORM 10-K SUMMARYSUMMARY..

 

Not applicable.

 

 
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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there-untothereunto duly authorized.

 

KINGSTONE COMPANIES, INC.

Dated: April 1, 2022By:/s/ Barry B. Goldstein

 

 

Dated: March 31, 2021

By:

/s/ Barry B. Goldstein

Barry B. Goldstein

Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

Capacity

Capacity

Date

 

/s/ Barry B. Goldstein

Chief Executive Officer, President

April 1, 2022

Barry B. Goldstein

and Executive Chairman of the Board 

s/ Richard Swartz

Chief Accounting Officer (Principal Financial

April 1, 2022

Richard Swartz

Officer and Principal Accounting Officer)

/s/ Meryl S. Golden

Chief Operating Officer and Director

April 1, 2022

Meryl S. Golden

 

 

 

 

 

 

 

 

 

/s/ Barry B. GoldsteinFloyd R. Tupper

 

Barry B. Goldstein

Chief Executive Officer, President and

Executive Chairman of the Board

March 31, 2021

s/ Scott Van Pelt

Scott Van Pelt

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

March 31, 2021

s/ Richard Swartz

Richard Swartz

Chief Accounting Officer

(Principal Accounting Officer)

March 31, 2021

/s/ Meryl S. Golden 

Meryl S. Golden

Chief Operating Officer and Director

 

March 31, 2021April 1, 2022

/s/ Floyd R. Tupper

 

 

 

 

Floyd R. Tupper

Director

March 31, 2021

 

 

 

 

 

/s/ William L. Yankus

 

Director

 

April 1, 2022

William L. Yankus

 

Director

 

March 31, 2021

 

 

 

 

 

/s/ Carla A. D’Andre

 

Director

 

April 1, 2022

Carla A. D’Andre

 

Director

 

March 31, 2021

 

 

 

 

 

/s/ Timothy P. McFadden

 

Director

 

April 1, 2022

Timothy P. McFadden

 

Director

 

March 31, 2021

 

 
7976

 

 

Index to Consolidated Financial Statements

 

 

Page

Report of Independent Registered Public Accounting Firm (PCAOB - 688)

F-2

Consolidated Balance Sheets as of December 31, 20202021 and 20192020

F-4

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 20202021 and 20192020

F-5

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 20202021 and 20192020

F-6

Consolidated Statements of Cash Flows for the years ended December 31, 20202021 and 20192020

F-7

Notes to Consolidated Financial Statements

F-8

 

 
F-1

Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the ShareholdersStockholders and Board of Directors of

Kingstone Companies, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Kingstone Companies, Inc.  (the “Company”) as of December 31, 20202021 and 2019,2020, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2020,2021, and the related notes (collectively(collectively referred to as the “financial statements”).  In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20202021 and 2019,2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020,2021, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on the Company's financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as of December 31, 2020.reporting. As part of our 2020 audit,audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgment.judgments.  The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 

F-2

Table of Contents

Evaluation of the Estimate of Loss and Loss Adjustment Expense (“LAE”) Reserves

As discussed in Notes 2 and 11 to the financial statements, the loss and LAE reserves represent the Company’s estimate of the ultimate liability for unpaid losses. These reserves are based on facts and circumstances then known and include provisions for claims that have been reported and claims that have been incurred but not reported (“IBNR”).  The projection of future claim payments and reporting is based on analyses of the Company’s historical experience, supplemented by analyses of industry loss data.  At December 31, 2020,2021, the Company’s loss and LAE reserves balance was approximately $82.8$94.9 million.

 

Due to the significance of the reserves to the Company’s financial statements and the inherent judgment necessary to estimate reserves, we determined that the liability for loss and LAE reserves was a critical audit matter, which required significant auditor judgment and specialized skill and knowledge.

F-2

Table of Contents

 

How the Critical Audit Matter Was Addressed in the Audit

 

The primary procedures we performed to address the Company’s loss and LAE reserves included, but were not limited to, testing the Company’s reserving process, including the actuarial analyses and the determination of the Company’s estimate of the loss and LAE reserves as follows:

 

 

·

Utilizing consulting actuarial professionals with specialized skills and knowledge to analyze the appropriateness of the methodologies utilized by the Company to estimate reserves and to determine the reasonableness of the gross and net loss and LAE reserves recorded by the Company as of December 31, 2020.2021.

 

 

 

 

·

Having consulting actuarial professionals also analyze the approach, methodology, assumptions, and ultimate losses and LAE documented in the actuarial reports prepared by the independent actuarial firm engaged by the Company.

 

 

 

 

·

Analyzing the consistency of the Company’s recorded reserves relative to the central estimates of the reserve range determined by the Company’s independent actuarial firm at December 31, 20202021 in comparison to December 31, 2019.2020.

 

 

 

 

·

Performing hindsight analysis to determine the completeness and accuracy of reserves recorded in the prior year and performing analytical procedures on current year reserves.

 

 

 

 

·

Analyzing the 20202021 quarterly actuarial reports prepared by the Company’s Chief Actuary.

 

 

 

 

·

Analyzing the 20202021 quarterly reports on claims quality assurance prepared by the Company’s external claims consultant and the June 30, 2020 and December 31, 20202021 reports on unpaid claim liabilities prepared by the independent actuarial firm engaged by the Company.

 

 

 

 

·

Testing the claims handling process, including the establishment of individual case reserves and the settlement of claims.

 

 

 

 

·

Verifying the accuracy and completeness of the data provided to the independent actuarial firm engaged by the Company for the purpose of preparing the actuarial report at December 31, 2020.2021.

 

/s/ Marcum LLP

 

Marcum LLP

Hartford, CT

March 31, 2021April 1, 2022

 

We have served as the Company’s auditor since 2012.2012.

 
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Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

 

 

 

 

 

 

 December 31,

 

 

 December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Fixed-maturity securities, held-to-maturity, at amortized cost (fair value of

 

 

 

 

 

 

$8,194,824 at December 31, 2020 and $4,124,767 at December 31, 2019)

 

$7,368,815

 

 

$3,825,952

 

Fixed-maturity securities, available-for-sale, at fair value (amortized cost of

 

 

 

 

 

 

 

 

$145,045,584 at December 31, 2020 and $162,202,355 at December 31, 2019)

 

 

157,549,272

 

 

 

168,236,181

 

Equity securities, at fair value (cost of $32,571,166 at December 31, 2020 and

 

 

 

 

 

 

 

 

$22,624,668 at December 31, 2019)

 

 

34,413,313

 

 

 

24,661,382

 

Other investments

 

 

3,518,626

 

 

 

2,584,913

 

Total investments

 

 

202,850,026

 

 

 

199,308,428

 

Cash and cash equivalents

 

 

19,463,742

 

 

 

32,391,485

 

Premiums receivable, net

 

 

11,819,639

 

 

 

12,706,411

 

Reinsurance receivables, net

 

 

45,460,729

 

 

 

40,750,538

 

Deferred policy acquisition costs

 

 

20,142,515

 

 

 

20,634,378

 

Intangible assets

 

 

500,000

 

 

 

500,000

 

Property and equipment, net

 

 

8,083,123

 

 

 

7,620,636

 

Deferred income taxes, net

 

 

0

 

 

 

311,052

 

Other assets

 

 

9,262,493

 

 

 

6,979,884

 

Total assets

 

$317,582,267

 

 

$321,202,812

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Loss and loss adjustment expense reserves

 

$82,801,228

 

 

$80,498,611

 

Unearned premiums

 

 

90,009,272

 

 

 

90,383,238

 

Advance premiums

 

 

2,660,354

 

 

 

3,191,512

 

Reinsurance balances payable

 

 

6,979,735

 

 

 

11,714,724

 

Deferred ceding commission revenue

 

 

93,519

 

 

 

7,735,398

 

Accounts payable, accrued expenses and other liabilities

 

 

8,433,233

 

 

 

9,986,317

 

Deferred income taxes, net

 

 

4,156,913

 

 

 

0

 

Long-term debt, net

 

 

29,647,611

 

 

 

29,471,431

 

Total liabilities

 

 

224,781,865

 

 

 

232,981,231

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 17)

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Preferred stock, $.01 par value; authorized 2,500,000 shares

 

 

0

 

 

 

0

 

Common stock, $.01 par value; authorized 20,000,000 shares; issued 11,871,307 shares

 

 

 

 

 

 

 

 

at December 31, 2020 and 11,824,889 at December 31, 2019; outstanding

 

 

 

 

 

 

 

 

10,616,815 shares at December 31, 2020 and 10,797,450 shares at December 31, 2019

 

 

118,713

 

 

 

118,248

 

Capital in excess of par

 

 

70,769,165

 

 

 

69,133,918

 

Accumulated other comprehensive income

 

 

9,880,062

 

 

 

4,768,870

 

Retained earnings

 

 

15,928,345

 

 

 

16,913,097

 

 

 

 

96,696,285

 

 

 

90,934,133

 

Treasury stock, at cost, 1,254,492 shares at December 31, 2020

 

 

 

 

 

 

 

 

and 1,027,439 shares at December 31, 2019

 

 

(3,895,883)

 

 

(2,712,552)

Total stockholders' equity

 

 

92,800,402

 

 

 

88,221,581

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$317,582,267

 

 

$321,202,812

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Fixed-maturity securities, held-to-maturity, at amortized cost (fair value of $8,753,159 at December 31, 2021 and $8,194,824 at December 31, 2020)

 

$8,266,334

 

 

$7,368,815

 

Fixed-maturity securities, available-for-sale, at fair value (amortized cost of $155,808,478 at December 31, 2021 and $145,045,584 at December 31, 2020)

 

 

158,080,110

 

 

 

157,549,272

 

Equity securities, at fair value (cost of $37,470,669 at December 31, 2021 and $32,571,166 at December 31, 2020)

 

 

39,687,002

 

 

 

34,413,313

 

Other investments

 

 

7,561,415

 

 

 

3,518,626

 

Total investments

 

 

213,594,861

 

 

 

202,850,026

 

Cash and cash equivalents

 

 

24,290,598

 

 

 

19,463,742

 

Premiums receivable, net

 

 

12,318,336

 

 

 

11,819,639

 

Reinsurance receivables, net

 

 

40,292,438

 

 

 

45,460,729

 

Deferred policy acquisition costs

 

 

22,238,987

 

 

 

20,142,515

 

Intangible assets

 

 

500,000

 

 

 

500,000

 

Property and equipment, net

 

 

9,291,597

 

 

 

8,083,123

 

Deferred income taxes, net

 

 

192,253

 

 

 

0

 

Other assets

 

 

8,593,205

 

 

 

9,262,493

 

Total assets

 

$331,312,275

 

 

$317,582,267

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Loss and loss adjustment expense reserves

 

$94,948,745

 

 

$82,801,228

 

Unearned premiums

 

 

97,759,607

 

 

 

90,009,272

 

Advance premiums

 

 

2,693,466

 

 

 

2,660,354

 

Reinsurance balances payable

 

 

12,961,568

 

 

 

6,979,735

 

Deferred ceding commission revenue

 

 

9,748,508

 

 

 

93,519

��

Accounts payable, accrued expenses and other liabilities

 

 

7,704,396

 

 

 

8,433,233

 

Deferred income taxes, net

 

 

0

 

 

 

4,156,913

 

Debt, net

 

 

29,823,791

 

 

 

29,647,611

 

Total liabilities

 

 

255,640,081

 

 

 

224,781,865

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 17)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value; authorized 2,500,000 shares

 

 

0

 

 

 

0

 

Common stock, $0.01 par value; authorized 20,000,000 shares; issued 11,955,660 shares at December 31, 2021 and 11,871,307 shares at December 31, 2020; outstanding 10,484,254 shares at December 31, 2021 and 10,616,815 shares at December 31, 2020

 

 

119,557

 

 

 

118,713

 

Capital in excess of par

 

 

72,467,483

 

 

 

70,769,165

 

Accumulated other comprehensive income

 

 

1,796,739

 

 

 

9,880,062

 

Retained earnings

 

 

6,855,896

 

 

 

15,928,345

 

 

 

 

81,239,675

 

 

 

96,696,285

 

Treasury stock, at cost, 1,471,406 shares at December 31, 2021 and 1,254,492 shares at December 31, 2020

 

 

(5,567,481)

 

 

(3,895,883)

Total stockholders' equity

 

 

75,672,194

 

 

 

92,800,402

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$331,312,275

 

 

$317,582,267

 

   

See accompanying notes to these consolidated financial statements.

 
F-4

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

 

 

 

 

 

Consolidated Statements of Operations and Comprehensive Income

Years ended December 31,

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

Net premiums earned

 

$108,080,629

 

 

$127,623,442

 

Ceding commission revenue

 

 

14,202,353

 

 

 

4,650,851

 

Net investment income

 

 

6,505,603

 

 

 

6,869,346

 

Net gains on investments

 

 

1,590,616

 

 

 

4,591,019

 

Other income

 

 

990,550

 

 

 

1,385,308

 

Total revenues

 

 

131,369,751

 

 

 

145,119,966

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses

 

 

66,431,072

 

 

 

90,182,324

 

Commission expense

 

 

31,828,174

 

 

 

30,093,106

 

Other underwriting expenses

 

 

25,424,779

 

 

 

24,420,208

 

Other operating expenses

 

 

4,282,773

 

 

 

3,834,746

 

Depreciation and amortization

 

 

2,864,583

 

 

 

2,545,946

 

Interest expense

 

 

1,826,180

 

 

 

1,826,180

 

Total expenses

 

 

132,657,561

 

 

 

152,902,510

 

 

 

 

 

 

 

 

 

 

Loss from operations before taxes

 

 

(1,287,810)

 

 

(7,782,544)

Income tax benefit

 

 

(2,260,200)

 

 

(1,816,191)

Net income (loss)

 

 

972,390

 

 

 

(5,966,353)

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

Gross change in unrealized gains

 

 

 

 

 

 

 

 

on available-for-sale-securities

 

 

7,148,205

 

 

 

9,564,647

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for (gains) losses

 

 

 

 

 

 

 

 

included in net income (loss)

 

 

(678,343)

 

 

122,925

 

Net change in unrealized gains

 

 

6,469,862

 

 

 

9,687,572

 

Income tax expense related to items

 

 

 

 

 

 

 

 

of other comprehensive income

 

 

(1,358,670)

 

 

(2,034,389)

Other comprehensive income, net of tax

 

 

5,111,192

 

 

 

7,653,183

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

$6,083,582

 

 

$1,686,830

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share:

 

 

 

 

 

 

 

 

Basic

 

$0.09

 

 

$(0.55)

Diluted

 

$0.09

 

 

$(0.55)

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

Basic

 

 

10,721,342

 

 

 

10,773,623

 

Diluted

 

 

10,730,737

 

 

 

10,773,623

 

 

 

 

 

 

 

 

 

 

Dividends declared and paid per common share

 

$0.1825

 

 

$0.3250

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

 

 

 

 

 

Consolidated Statements of Operations and Comprehensive Income (Loss)

 

 

Years ended December 31,

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

Net premiums earned

 

$143,881,719

 

 

$108,080,629

 

Ceding commission revenue

 

 

89,681

 

 

 

14,202,353

 

Net investment income

 

 

6,621,392

 

 

 

6,505,603

 

Net gains on investments

 

 

9,786,955

 

 

 

1,590,616

 

Other income

 

 

851,494

 

 

 

990,550

 

Total revenues

 

 

161,231,241

 

 

 

131,369,751

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses

 

 

101,972,596

 

 

 

66,431,072

 

Commission expense

 

 

33,114,103

 

 

 

31,828,174

 

Other underwriting expenses

 

 

26,254,143

 

 

 

25,424,779

 

Other operating expenses

 

 

4,183,211

 

 

 

4,282,773

 

Depreciation and amortization

 

 

3,290,445

 

 

 

2,864,583

 

Interest expense

 

 

1,826,180

 

 

 

1,826,180

 

Total expenses

 

 

170,640,678

 

 

 

132,657,561

 

 

 

 

 

 

 

 

 

 

Loss from operations before taxes

 

 

(9,409,437)

 

 

(1,287,810)

Income tax benefit

 

 

(2,031,136)

 

 

(2,260,200)

Net (loss) income

 

 

(7,378,301)

 

 

972,390

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income, net of tax

 

 

 

 

 

 

 

 

Gross change in unrealized (losses) gains on available-for-sale-securities

 

 

(5,111,234)

 

 

7,148,205

 

Reclassification adjustment for gains included in net income

 

 

(5,120,822)

 

 

(678,343)

Net change in unrealized (losses) gains

 

 

(10,232,056)

 

 

6,469,862

 

Income tax benefit (expense) related to items of other comprehensive (loss) income

 

 

2,148,733

 

 

 

(1,358,670)

Other comprehensive (loss) income, net of tax

 

 

(8,083,323)

 

 

5,111,192

 

 

 

 

 

 

 

 

 

 

Comprehensive (loss) income

 

$(15,461,624)

 

$6,083,582

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share:

 

 

 

 

 

 

 

 

Basic

 

$(0.70)

 

$0.09

 

Diluted

 

$(0.70)

 

$0.09

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

Basic

 

 

10,587,912

 

 

 

10,721,342

 

Diluted

 

 

10,587,912

 

 

 

10,730,737

 

 

 

 

 

 

 

 

 

 

Dividends declared and paid per common share

 

$0.1600

 

 

$0.1825

 

 

See accompanying notes to these consolidated financial statements.

 

 
F-5

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

 

Consolidated Statements of Stockholders' Equity

Years ended December 31, 20202021 and 20192020

 

 

 Preferred Stock

 

 

 Common Stock

 

 

 Capital

 in Excess

 

 

Accumulated 

Other

Comprehensive

 

 

 Retained

 

 

 Treasury Stock

 

 

 

 

 

 Shares

 

 

 Amount

 

 

 Shares

 

 

 Amount

 

 

 of Par

 

 

 Income (Loss)

 

 

 Earnings

 

 

 Shares

 

 

 Amount

 

 

 Total

 

Balance, January 1, 2019

 

 

-

 

 

$0

 

 

 

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

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

1,501,377

 

 

 

0

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

1,501,377

 

Vesting of restricted stock awards

 

 

-

 

 

 

0

 

 

 

58,246

 

 

 

580

 

 

 

(580)

 

 

0

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

Shares deducted from restricted stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

awards for payment of withholding taxes

 

 

-

 

 

 

0

 

 

 

(11,505)

 

 

(113)

 

 

(154,339)

 

 

0

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

(154,452)

Exercise of stock options

 

 

-

 

 

 

0

 

 

 

3,000

 

 

 

30

 

 

 

23,520

 

 

 

0

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

23,550

 

Dividends

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(3,501,366)

 

 

-

 

 

 

0

 

 

 

(3,501,366)

Net loss

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(5,966,353)

 

 

-

 

 

 

0

 

 

 

(5,966,353)

Change in unrealized gains on available-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

for-sale securities, net of tax

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

7,653,183

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

7,653,183

 

Balance, December 31, 2019

 

 

-

 

 

 

0

 

 

 

11,824,889

 

 

 

118,248

 

 

 

69,133,918

 

 

 

4,768,870

 

 

 

16,913,097

 

 

 

1,027,439

 

 

 

(2,712,552)

 

 

88,221,581

 

Stock-based compensation

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

1,769,649

 

 

 

0

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

1,769,649

 

Vesting of restricted stock awards

 

 

-

 

 

 

0

 

 

 

67,686

 

 

 

676

 

 

 

(676)

 

 

0

 

 

 

0

 

 

 

-

 

 

 

-

 

 

 

-

 

Shares deducted from restricted stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

awards for payment of withholding taxes

 

 

-

 

 

 

0

 

 

 

(21,268)

 

 

(211)

 

 

(133,726)

 

 

0

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

(133,937)

Acquisition of treasury stock

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

227,053

 

 

 

(1,183,331)

 

 

(1,183,331)

Dividends

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(1,957,142)

 

 

-

 

 

 

0

 

 

 

(1,957,142)

Net income

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

972,390

 

 

 

-

 

 

 

0

 

 

 

972,390

 

Change in unrealized gains on available-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

for-sale securities, net of tax

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

5,111,192

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

5,111,192

 

Balance, December 31, 2020

 

 

-

 

 

$0

 

 

 

11,871,307

 

 

$118,713

 

 

$70,769,165

 

 

$9,880,062

 

 

$15,928,345

 

 

 

1,254,492

 

 

$(3,895,883)

 

$92,800,402

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital

 

 

Comprehensive

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

in Excess

 

 

Income

 

 

Retained

 

 

Treasury Stock

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

of Par

 

 

(Loss)

 

 

Earnings

 

 

Shares

 

 

Amount

 

 

Total

 

Balance, January 1, 2020

 

 

-

 

 

$0

 

 

 

11,824,889

 

 

$118,248

 

 

$69,133,918

 

 

$4,768,870

 

 

$16,913,097

 

 

 

1,027,439

 

 

$(2,712,552)

 

 

88,221,581

 

Stock-based compensation

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

1,769,649

 

 

 

0

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

1,769,649

 

Vesting of restricted stock awards

 

 

-

 

 

 

0

 

 

 

67,686

 

 

 

676

 

 

 

(676)

 

 

0

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

Shares deducted from restricted stock awards for payment of withholding taxes

 

 

-

 

 

 

0

 

 

 

(21,268)

 

 

(211)

 

 

(133,726)

 

 

0

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

(133,937)

Acquisition of treasury stock

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

227,053

 

 

 

(1,183,331)

 

 

(1,183,331)

Dividends

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(1,957,142)

 

 

-

 

 

 

0

 

 

 

(1,957,142)

Net income

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

972,390

 

 

 

-

 

 

 

0

 

 

 

972,390

 

Change in unrealized gains on available-for-sale securities, net of tax

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

5,111,192

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

5,111,192

 

Balance, December 31, 2020

 

 

-

 

 

 

0

 

 

 

11,871,307

 

 

 

118,713

 

 

 

70,769,165

 

 

 

9,880,062

 

 

 

15,928,345

 

 

 

1,254,492

 

 

 

(3,895,883)

 

 

92,800,402

 

Stock-based compensation

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

1,904,935

 

 

 

0

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

1,904,935

 

Vesting of restricted stock awards

 

 

-

 

 

 

0

 

 

 

114,432

 

 

 

1,144

 

 

 

(1,144)

 

 

0

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

Shares deducted from restricted stock awards for payment of withholding taxes

 

 

-

 

 

 

0

 

 

 

(30,079)

 

 

(300)

 

 

(205,473)

 

 

0

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

(205,773)

Acquisition of treasury stock

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

216,914

 

 

 

(1,671,598)

 

 

(1,671,598)

Dividends

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(1,694,148)

 

 

-

 

 

 

0

 

 

 

(1,694,148)

Net loss

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(7,378,301)

 

 

-

 

 

 

0

 

 

 

(7,378,301)

Change in unrealized losses on available-for-sale securities, net of tax

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(8,083,323)

 

 

0

 

 

 

-

 

 

 

0

 

 

 

(8,083,323)

Balance, December 31, 2021

 

 

-

 

 

$0

 

 

 

11,955,660

 

 

$119,557

 

 

$72,467,483

 

 

$1,796,739

 

 

$6,855,896

 

 

 

1,471,406

 

 

$(5,567,481)

 

$75,672,194

 

 

See accompanying notes to these consolidated financial statements.

 

 
F-6

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

 

 

 

 

 

Consolidated Statements of Cash Flows

 

 

 

 

Years ended December 31,

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$972,390

 

 

$(5,966,353)

Adjustments to reconcile net income (loss) to net cash flows (used in) provided by operating activities:

 

 

 

 

 

 

 

 

Net gains on sale of investments

 

 

(832,418)

 

 

(28,845)

Net unrealized losses (gains) of equity investments

 

 

175,515

 

 

 

(3,832,486)

Net unrealized gains of other investments

 

 

(933,713)

 

 

(729,688)

Depreciation and amortization

 

 

2,864,583

 

 

 

2,545,946

 

Bad debts

 

 

128,585

 

 

 

112,761

Amortization of bond premium, net

 

 

614,307

 

 

 

417,119

 

Amortization of discount and issuance costs on long-term debt

 

 

176,180

 

 

 

176,180

 

Stock-based compensation

 

 

1,769,649

 

 

 

1,501,377

 

Deferred income tax benefit

 

 

3,109,295

 

 

 

(1,991,208)

Decrease (increase) in operating assets:

 

 

 

 

 

 

 

 

Premiums receivable, net

 

 

758,187

 

 

1,142,427

 

Reinsurance receivables, net

 

 

(4,710,191)

 

 

(14,383,423)

Deferred policy acquisition costs

 

 

491,863

 

 

 

(2,726,641)

Other assets

 

 

(2,286,399)

 

 

(1,096,732)

(Decrease) increase in operating liabilities:

 

 

 

 

 

 

 

 

Loss and loss adjustment expense reserves

 

 

2,302,617

 

 

 

24,301,505

 

Unearned premiums

 

 

(373,966)

 

 

11,351,107

 

Advance premiums

 

 

(531,158)

 

 

1,083,883

 

Reinsurance balances payable

 

 

(4,734,989)

 

 

9,781,348

 

Deferred ceding commission revenue

 

 

(7,641,879)

 

 

5,048,721

 

Accounts payable, accrued expenses and other liabilities

 

 

(1,553,084

)

 

 

3,152,051

 

Net cash flows (used in) provided by operating activities

 

 

(10,234,626)

 

 

29,859,049

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase - fixed-maturity securities, held-to-maturity

 

 

(4,041,750)

 

 

0

 

Purchase - fixed-maturity securities, available-for-sale

 

 

(18,524,314)

 

 

(23,881,518)

Purchase - equity securities

 

 

(20,967,535)

 

 

(9,578,765)

Sale and redemption - fixed-maturity securities, held-to-maturity

 

 

500,000

 

 

 

400,000

 

Sale and maturity - fixed-maturity securities, available-for-sale

 

 

35,845,934

 

 

 

16,567,284

 

Sale - equity securities

 

 

11,096,028

 

 

 

5,458,953

 

Acquisition of fixed assets

 

 

(3,327,070)

 

 

(3,939,653)

Net cash flows provided by (used in) investing activities

 

 

581,293

 

 

 

(14,973,699)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

0

 

 

 

23,550

 

Withholding taxes paid on vested retricted stock awards

 

 

(133,937)

 

 

(154,452)

Purchase of treasury stock

 

 

(1,183,331)

 

 

0

 

Dividends paid

 

 

(1,957,142)

 

 

(3,501,366)

Net cash flows used in financing activities

 

 

(3,274,410)

 

 

(3,632,268)

 

 

 

 

 

 

 

 

 

(Decrease) increase in cash and cash equivalents

 

$(12,927,743)

 

$11,253,082

 

Cash and cash equivalents, beginning of period

 

 

32,391,485

 

 

 

21,138,403

 

Cash and cash equivalents, end of period

 

$19,463,742

 

 

$32,391,485

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$382,437

 

 

$388,000

 

Cash paid for interest

 

$1,650,000

 

 

$1,650,000

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

 

 

 

 

 

Consolidated Statements of Cash Flows

 

 

 

 

Years ended December 31,

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net (loss) income

 

$(7,378,301)

 

$972,390

 

Adjustments to reconcile net (loss) income to net cash flows provided by operating activities:

 

 

 

 

 

 

 

 

Net gains on investments

 

 

(7,234,028)

 

 

(832,418)

Net unrealized (gains) losses on equity investments

 

 

(276,340)

 

 

175,515

 

Net unrealized gains on other investments

 

 

(2,276,587)

 

 

(933,713)

Depreciation and amortization

 

 

3,290,445

 

 

 

2,864,583

 

Bad debt expense

 

 

160,369

 

 

 

128,585

 

Amortization of bond premium, net

 

 

260,343

 

 

 

614,307

 

Amortization of discount and issuance costs on debt

 

 

176,180

 

 

 

176,180

 

Stock-based compensation

 

 

1,904,935

 

 

 

1,769,649

 

Deferred income tax (benefit) expense

 

 

(2,200,433)

 

 

3,109,295

 

Decrease (increase) in operating assets:

 

 

 

 

 

 

 

 

Premiums receivable, net

 

 

(659,066)

 

 

758,187

 

Reinsurance receivables, net

 

 

5,168,291

 

 

 

(4,710,191)

Deferred policy acquisition costs

 

 

(2,096,472)

 

 

491,863

 

Other assets

 

 

667,952

 

 

 

(2,286,399)

Increase (decrease) in operating liabilities:

 

 

 

 

 

 

 

 

Loss and loss adjustment expense reserves

 

 

12,147,517

 

 

 

2,302,617

 

Unearned premiums

 

 

7,750,335

 

 

 

(373,966)

Advance premiums

 

 

33,112

 

 

 

(531,158)

Reinsurance balances payable

 

 

5,981,833

 

 

 

(4,734,989)

Deferred ceding commission revenue

 

 

9,654,989

 

 

 

(7,641,879)

Accounts payable, accrued expenses and other liabilities

 

 

(728,837)

 

 

(1,553,084)

Net cash flows provided by (used in) operating activities

 

 

24,346,237

 

 

 

(10,234,626)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase - fixed-maturity securities held-to-maturity

 

 

(3,175,686)

 

 

(4,041,750)

Purchase - fixed-maturity securities available-for-sale

 

 

(91,210,388)

 

 

(18,524,314)

Purchase - equity securities

 

 

(19,195,630)

 

 

(20,967,535)

Purchase - other investments

 

 

(2,000,000)

 

 

-

 

Sale and redemption - fixed-maturity securities held-to-maturity

 

 

2,217,428

 

 

 

500,000

 

Sale and maturity - fixed-maturity securities available-for-sale

 

 

85,347,589

 

 

 

35,845,934

 

Sale - equity securities

 

 

16,333,946

 

 

 

11,096,028

 

Sale - real estate partnership

 

 

233,798

 

 

 

-

 

Acquisition of property and equipment

 

 

(4,498,919)

 

 

(3,327,070)

Net cash flows (used in) provided by investing activities

 

 

(15,947,862)

 

 

581,293

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Withholding taxes paid on vested retricted stock awards

 

 

(205,773)

 

 

(133,937)

Purchase of treasury stock

 

 

(1,671,598)

 

 

(1,183,331)

Dividends paid

 

 

(1,694,148)

 

 

(1,957,142)

Net cash flows used in financing activities

 

 

(3,571,519)

 

 

(3,274,410)

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

$4,826,856

 

 

$(12,927,743)

Cash and cash equivalents, beginning of period

 

 

19,463,742

 

 

 

32,391,485

 

Cash and cash equivalents, end of period

 

$24,290,598

 

 

$19,463,742

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$382,437

 

Cash paid for interest

 

$1,650,000

 

 

$1,650,000

 

   

See accompanying notes to these consolidated financial statements.

 

 
F-7

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

 

Note 1 - Nature of Business

 

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 exclusively through retail and wholesale 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, and Connecticut. Although New Jersey, Rhode Island, Massachusetts and Connecticut continue to be growing markets for the Company, 80.0%79.5% and 85.0%80.0% of KICO’s direct written premiums for the years ended December 31, 20202021 and 2019,2020, respectively, came from the New York policies. Kingstone, through its wholly owned subsidiary, Cosi Agency, Inc. (“Cosi”), a multi-state licensed general agency, accesses alternate forms of distribution outside of the independent agent and broker network, through which KICO currently distributes its various products. Kingstone (through Cosi) now has the opportunity to partner with name-brand carriers and access nationwide insurance agencies.

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation: Going Concern

The Company’s $30,000,000 5.5% Senior Unsecured Notes (the “Notes”) are due on December 30, 2022. The Company’s continuation as a going concern is dependent on its ability to obtain financing and/or other funds to satisfy such obligation.  Management believes that KICO’s insurance operations would be able to continue in the unlikely event that financing is not obtained.

In accordance with ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40) (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. This evaluation requires management to perform two steps. First, management must evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern. Second, if management concludes that substantial doubt is raised, management is required to consider whether it has plans in place to alleviate that doubt. Disclosures in the notes to the consolidated financial statements are required if management concludes that substantial doubt exists or that its plans alleviate the substantial doubt that was raised.

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). assuming that the Company will continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

 

CertainManagement’s Plan Related to Going Concern

In order to continue as a going concern, the Company will need to obtain financing and/or other funds to satisfy its debt obligation on December 30, 2022. Management plans to refinance the Notes with a new issue of investment grade debt securities of similar or longer maturity that would result in net proceeds equal to or greater than the principal amount of the Notes. In connection therewith, the Company has engaged an investment banker to serve as exclusive placement agent for a proposed offering by the Company of its securities (including debt, equity and/or preferred securities). The engagement letter indicates that the offering would be of such size as to generate proceeds to the Company of no less than $30,000,000. The Company also will receive dividends paid to it by KICO, its insurance subsidiary, that could be utilized to repay the Notes. Without the prior year balances were reclassifiedapproval of the New York State Department of Financial Services, dividends are restricted to conform with the current year presentation.lesser of 10% of surplus or 100% of investment income (on a statutory accounting basis) for the trailing 36 months, less dividends paid by KICO to the Company during such period. As of December 31, 2021, the maximum distribution that KICO could pay the Company without prior regulatory approval was approximately $3,448,000. Further, the Company plans to use available invested assets and cash to repay the Notes. As of December 31, 2021, invested assets and cash was approximately $1,108,000.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described above. The Company believes that its plan is probable of being implemented and that such plan would alleviate any adverse conditions.

 

Principles of Consolidation

 

The consolidated financial statements consistinclude the accounts of the financials for Kingstone and its wholly owned subsidiaries: (1) KICO and its wholly owned subsidiaries, CMIC Properties, Inc. (“Properties”) and 15 Joys Lane, LLC (“15 Joys Lane”), which together own the land and building from which KICO operates, and (2) Cosi. All significant inter-company account balances and transactions have been eliminated in consolidation.

 

Revenue Recognition

 

Net Premiums Earned

 

Insurance policies issued by the Company are short-duration contracts. Accordingly, premium revenues, net of premiums ceded to reinsurers, are recognized as earned in proportion to the amount of insurance protection provided, on a pro-rata basis over the terms of the underlying policies. Unearned premiums represent premiums applicable to the unexpired portions of in-force insurance contracts at the end of each year.

 

Ceding Commission Revenue

 

Commissions on reinsurance premiums ceded are earned in a manner consistent with the recognition of the costs of the reinsurance, generally on a pro-rata basis over the terms of the policies reinsured. Unearned amounts are recorded as deferred ceding commission revenue. Certain reinsurance agreements contain provisions whereby the ceding commission rates vary based on the loss experience under the agreements. The Company records ceding commission revenue based on its current estimate of subject losses. The Company records adjustments to ceding commission revenue in the period that changes in the estimated losses are determined.

 

 
F-8

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

Loss and Loss Adjustment Expenses (“LAE”) Reserves

 

The liability for loss and LAE represents management’s best estimate of the ultimate cost of all reported and unreported losses that are unpaid as of the balance sheet date. The liability for loss and LAE is estimated on an undiscounted basis, using individual case-basis valuations, statistical analyses and various actuarial reserving methodologies. The projection of future claim payment and reporting is based on an analysis of the Company’s historical experience, supplemented by analyses of industry loss data. Management believes that the reserves for loss and LAE are adequate to cover the ultimate cost of losses and claims to date; however, because of the uncertainty from various sources, including changes in reporting patterns, claims settlement patterns, judicial decisions, legislation, and economic conditions, actual loss experience may not conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Adjustments to these estimates are reflected in expense for the period in which the estimates are changed. Because of the nature of the business historically written, management believes that the Company has limited exposure to environmental claim liabilities.

 

Reinsurance

 

In the normal course of business, the Company seeks to reduce the loss that may arise from catastrophes or other events that cause unfavorable underwriting results. This is done by reinsuring certain levels of risk in various areas of exposure with a panel of financially secure reinsurance carriers.

 

Reinsurance receivables represents management’s best estimate of paid and unpaid loss and LAE recoverable from reinsurers, and ceded losses receivable and unearned ceded premiums under reinsurance agreements. Ceded losses receivable are estimated using techniques and assumptions consistent with those used in estimating the liability for loss and LAE. Management believes that reinsurance receivables as recorded represent its best estimate of such amounts; however, as changes in the estimated ultimate liability for loss and LAE are determined, the estimated ultimate amount receivable from the reinsurers will also change. Accordingly, the ultimate receivable could be significantly in excess of or less than the amount recorded in the consolidated financial statements. Adjustments to these estimates are reflected in the period in which the estimates are changed. Loss and LAE incurred as presented in the consolidated statements of operations and comprehensive income are net of reinsurance recoveries.

Management has evaluated its reinsurance arrangements and determined that significant insurance risk is transferred to the reinsurers. Reinsurance agreements have been determined to be short-duration prospective contracts and, accordingly, the costs of the reinsurance are recognized over the life of the contract in a manner consistent with the earning of premiums on the underlying policies subject to the reinsurance contract.

 

Management estimates uncollectible amounts receivable from reinsurers based on an assessment of factors including the creditworthiness of the reinsurers and the adequacy of collateral obtained, where applicable. There was no allowance for uncollectible reinsurance as of December 31, 20202021 and 2019.2020. The Company did not expense any uncollectible reinsurance for the years ended December 31, 20202021 and 2019.2020. Significant uncertainties are inherent in the assessment of the creditworthiness of reinsurers and estimates of any uncollectible amounts due from reinsurers. Any change in the ability of the Company’s reinsurers to meet their contractual obligations could have a material adverse effect on the consolidated financial statements as well as KICO’s ability to meet its regulatory capital and surplus requirements.

 

 
F-9

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains its cash balances at several financial institutions.

 

Investments

 

The Company classifies its fixed-maturity securities as either held-to-maturity or available-for-sale. In accordance with Accounting Standards Update (“ASU”) 2016-01– Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), changes in the estimated fair value of equity securities and other investments are reported in net income (loss).  The Company may sell its available-for-sale securities, equity securities, and other investments in response to changes in interest rates, risk/reward characteristics, liquidity needs or other factors. Fixed-maturity securities that the Company has the specific intent and ability to hold until maturity are classified as such and carried at amortized cost.

Available-for-sale securities are reported at their estimated fair values based on quoted market prices from recognized pricing services, with unrealized gains and losses, net of tax effects, reported as a separate component of accumulated other comprehensive income. Realized gains and losses are determined on the specific identification method and reported in net income (loss) in the consolidated statements of operations and comprehensive income.

 

Equity securities are reported at their estimated fair values based on quoted market prices from recognized pricing services, with unrealized gains and losses reported in net income (loss). Other investments are reported at their estimated fair values using the net asset value (“NAV”) per share (or its equivalent) of the instrument with unrealized gains and losses reported in net income (loss). See Note 3, Investments for additional discussion.

 

The Company may sell its available-for-sale securities, equity securities, and other investments in response to changes in interest rates, risk/reward characteristics, liquidity needs or other factors. Investment income is accrued to the balance sheet dates of the consolidated financial statements and includes amortization of premium and accretion of discount on fixed-maturity securities. Interest is recognized when earned, while dividends are recognized when declared. Due and accrued investment income totaled approximately $1,880,000and $1,922,000as$1,861,000 and $1,880,000 as of December 31, 20202021 and 2019,2020, respectively, and is included in other assets on the accompanying consolidated balance sheets.

 

Premiums Receivable

 

Premiums receivable include balances due currently or in the future and are presented net of an allowance for doubtful accounts of approximately $390,000and $338,000as$233,000 and $390,000 as of December 31, 20202021 and 2019,2020, respectively. The allowance for uncollectible amounts is based on an analysis of amounts receivable giving consideration to historical loss experience and current economic conditions and reflects an amount that, in management’s judgment, is adequate. Uncollectible premiums receivable balances of approximately $129,000and $113,000were$160,000 and $129,000 were written off for the years ended December 31, 20202021 and 2019,2020, respectively.

 

F-10

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

Deferred Policy Acquisition Costs

 

Policy acquisition costs represent the costs of writing business that vary with, and are primarily related to, the successful production of insurance business (principally commissions, premium taxes and certain underwriting salaries). Policy acquisition costs are deferred and recognized as expense as the related premiums are earned.

F-10

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

 

Intangible Assets

 

The Company has recorded acquired identifiable intangible assets. The cost of a group of assets acquired in a transaction is allocated to the individual assets including identifiable intangible assets based on their fair values. Identifiable intangible assets with a finite useful life are amortized over the period that the asset is expected to contribute directly or indirectly to the future cash flows of the Company. Intangible assets with an indefinite life are not amortized, but are subject to impairment testing if events or changes in circumstances indicate that it is more likely than not the asset is impaired. All identifiable intangible assets are tested for recoverability whenever events or changes in circumstances indicate that a carrying amount may not be recoverable. No impairment losses from intangible assets were recognized for the years ended December 31, 20202021 and 2019.2020.

 

Property and Equipment

 

Building and building improvements, automobiles, furniture, computer equipment, and computer software are reported at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. The Company estimates the useful life for computer equipment, computer software, automobiles, furniture and other equipment is three years, computer software is three to five years, and building and building improvements is39is 39 years.

 

The Company reviews its real estate assets used as its headquarters to evaluate the necessity of recording impairment losses for market changes due to declines in the estimated fair value of the property. In evaluating potential impairment, management considers the current estimated fair value compared to the carrying value of the asset. At December 31, 20202021 and 2019,2020, the fair value of the real estate assets is estimated to be in excess of the carrying value.

 

Income Taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that includes the enactment date. The Company files a consolidated tax return with its subsidiaries. At December 31, 20202021 and 2019,2020, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required.

 

Insurance Related Assessments

Liabilities for insurance-related assessments are accrued when an assessment is probable, when it can be reasonably estimated and when the event obligating the entity to pay an imposed or probable assessment has occurred. Liabilities for insurance-related assessments are not discounted and are included as part of Accounts Payable, Accrued Expenses and Other liabilities on the accompanying Consolidated Balance Sheets. At December 31, 2021 and 2020, the liability balances were approximately $274,000 and $841,000, respectively

 
F-11

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

Assessments

Insurance related assessments are accrued in the period in which they have been incurred. A typical obligating event would be the issuance of an insurance policy or the occurrence of a claim. The Company is subject to a variety of assessments.

 

Concentration, Credit Risk and Market Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, investments, and premium and reinsurance receivables. At times, cash may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced any losses on such accounts and management believes the Company is not exposed to any significant credit risk.

 

Stressed conditions, volatility and disruptions in capital markets or financial asset classes can have an adverse effect on the Company, in part because the Company has a large investment portfolio supporting the Company’s insurance liabilities, which are sensitive to changing market factors. These market factors, which include interest rates, credit spread, equity prices, and the volatility and strength of the capital markets, all affect the business and economic environment and, ultimately, the profitability of the Company’s business. The Company manages its investments to limit credit and other market risks by diversifying its portfolio among various security types and industry sectors based on KICO’s investment committee guidelines, which employ a variety of investment strategies.

 

As of December 31, 20202021 and 2019,2020, the Company’s cash equivalents were as follows:

 

 

 

 December 31,

 

 

 December 31,

 

 

 

 2020

 

 

 2019

 

 

 

 

 

 

 

 

Collateralized bank repurchase agreement (1)

 

$2,228,779

 

 

$941,792

 

Money market funds

 

 

17,272,985

 

 

 

12,583,957

 

Total

 

$19,501,764

 

 

$13,525,749

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Collateralized bank repurchase agreement (1)

 

$142,258

 

 

$2,228,779

 

Money market funds

 

 

992,347

 

 

 

17,272,985

 

Total

 

$1,134,605

 

 

$19,501,764

 

  

 

(1)

The Company has a security interest in certain of the bank's holdings of direct obligations of the United States or one or more agencies thereof. The collateral is held in a hold-in-custody arrangement with a third party who maintains physical possession of the collateral on behalf of the bank.

 

At December 31, 2020,2021, the outstanding premiums receivable balance is generally diversified due to the large number of individual insureds comprising the Company’s customer base.

 

The Company also has receivables from its reinsurers. Reinsurance contracts do not relieve the Company of its obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company periodically evaluates the financial condition of its reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. See Note 7 for reinsurance recoverables on unpaid and paid losses by reinsurer. Management’s policy is to review all outstanding receivables quarterly as well as the bad debt write-offs experienced in the past and establish an allowance for doubtful accounts, if deemed necessary.

 

 
F-12

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

Direct premiums earned from lines of business in excess of 10% of the total subject the Company to concentration risk for the years ended December 31, 20202021 and 20192020 as follows:

 

 

 

 Years ended December 31,

 

 

 

 2020

 

 

 2019

 

Personal Lines

 

 

92.9%

 

 

83.5%

Premiums earned not subject to concentration (1)

 

 

7.1%

 

 

16.5%

Total premiums earned

 

 

100.0%

 

 

100.0%

 

 

Years ended December 31,

 

 

 

2021

 

 

2020

 

Personal Lines

 

 

95.3%

 

 

92.9%

Premiums earned not subject to concentration (1)

 

 

4.7%

 

 

7.1%

Total premiums earned

 

 

100.0%

 

 

100.0%

     

 

(1)

Premiums

For the years ended December 31, 2021 and 2020, premiums earned not subject to concentration is comprised of one and two different lines of business.business, respectively.

 

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, and includes the reserves for losses and LAE, which 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 ongoing basis, management reevaluates its assumptions and the methods for calculating these estimates. Actual results may differ significantly from the estimates used in preparing the consolidated financial statements.

 

Earnings per share

 

Basic earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share reflects, in periods in which they have a dilutive effect, the impact of common shares issuable upon the exercise of stock options as well as non-vested restricted stock awards. The computation of diluted earnings per 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. Additionally, the computation of diluted earnings per share excludes unvested restricted stock awards as calculated using the treasury stock method.

 

Advertising Costs

 

Advertising costs are charged to operations as incurred. Advertising costs are included in other underwriting expenses in the accompanying consolidated statements of operations and comprehensive income (loss) and were approximately $132,000$110,000 and $153,000$132,000 for the years ended December 31, 20202021 and 2019,2020, respectively.

 

Stock-based Compensation

 

Stock-based compensation expense in 20202021 and 20192020 is the estimated fair value of restricted stock awards and 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.

 

 
F-13

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

Compensated Absences

 

Employees of the Company are entitled to paid vacations, sick days, and other time off depending on job classification, length of service and other factors. The Company has determined it is impracticable to estimate the amount of compensation of future absences and, accordingly, no liability has been recorded in the accompanying consolidated financial statements. The Company’s policy is to recognize the cost of compensated absences when paid to employees.

 

Leases

 

The Company records operating leases in accordance with 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 consolidated balance sheet. The right-of-use asset is amortized as rent expense on a straight-line basis.

 

Comprehensive Income (Loss)

 

Comprehensive income (loss) refers to revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders' equity, primarily from changes in unrealized gains and losses on available-for-sale securities, andnet of the related income taxes.

 

Accounting Changes

In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes - Simplifying the Accounting for Income Taxes (“ASU 2019-12”). Among other items, the amendments in ASU 2019-12 simplified the accounting treatment of tax law changes and year-to-date losses in interim periods.  An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates.  Under previous guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective.  This exception was removed under ASU 2019-12, thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate.  Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis.  However, previous guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year.  ASU 2019-12 removed this exception and provides that in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate. The Company adopted ASU 2019-12 effective January 1, 2021 and the Company did not have a material impact on its consolidated financial statements.

F-14

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

 

The Company has determined that it was not subject to any other new accounting pronouncements that became effective during the year ended December 31, 2020. 2021.

 

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (the “FASB”)FASB issued ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The revised accounting guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU 2016-13 amends the accounting for credit losses of available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 will be effective for the Company on January 1, 2023. The Company is currently evaluating the effect the updated guidance will have on its consolidated financial statements.

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes - Simplifying the Accounting for Income Taxes (“ASU 2019-12”). Among other items, the amendments in ASU 2019-12 simplify the accounting treatment of tax law changes and year-to-date losses in interim periods.  An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates.  Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective.  This exception was removed under ASU 2019-12, thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate.  Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis.  However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year.  ASU 2019-12 removes this exception and provides that in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate.  ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods. Early adoption is permitted. The Company will adopt ASU 2019-12 effective January 1, 2021 and the Company does not expect it to have a material impact on its consolidated financial statements.

F-14

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

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 on investments in fixed-maturity securities classified as available-for-sale as of December 31, 20202021 and 20192020 are summarized as follows:

 

 

 

December 31, 2021

 

 

 

Cost or

 

 

Gross

 

 

Gross Unrealized Losses

 

 

Estimated

 

 

Net Unrealized

 

 

 

Amortized

 

 

Unrealized

 

 

Less than 12

 

 

More than 12

 

 

Fair

 

 

Gains/

 

Category

 

Cost

 

 

Gains

 

 

Months

 

 

Months

 

 

Value

 

 

(Losses)

 

 

 

 

 

 

 

 

 

 

Fixed-Maturity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

$17,236,750

 

 

$246,748

 

 

$(197,984)

 

$0

 

 

$17,285,514

 

 

$48,764

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds Industrial and miscellaneous

 

 

80,534,769

 

 

 

2,603,411

 

 

 

(126,926)

 

 

0

 

 

 

83,011,254

 

 

 

2,476,485

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other asset backed securities (1)

 

 

58,036,959

 

 

 

355,985

 

 

 

(489,258)

 

 

(120,344)

 

 

57,783,342

 

 

 

(253,617)

Total fixed-maturity securities

 

$155,808,478

 

 

$3,206,144

 

 

$(814,168)

 

$(120,344)

 

$158,080,110

 

 

$2,271,632

 

F-15

Table of Contents

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-Maturity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

obligations of U.S. government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

corporations and agencies

 

$3,020,710

 

 

$29,190

 

 

$0

 

 

$0

 

 

$3,049,900

 

 

$29,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Territories and Possessions

 

 

5,287,561

 

 

 

355,541

 

 

 

0

 

 

 

0

 

 

5,643,102

 

 

 

355,541

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial and miscellaneous

 

 

108,573,422

 

 

 

11,634,123

 

 

 

(13,216)

 

 

0

 

 

120,194,329

 

 

 

11,620,907

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

asset backed securities (1)

 

 

28,163,891

 

 

 

617,368

 

 

 

(7,371)

 

 

(111,947)

 

$28,661,941

 

 

 

498,050

 

Total

 

$145,045,584

 

 

$12,636,222

 

 

$(20,587)

 

$(111,947)

 

$157,549,272

 

 

$12,503,688

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

 

 

December 31, 2020

 

 

 

 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

 

 

 

 

 

 

 

 

 

 

Fixed-Maturity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. government corporations and agencies

 

$3,020,710

 

 

$29,190

 

 

$0

 

 

$0

 

 

$3,049,900

 

 

$29,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

5,287,561

 

 

 

355,541

 

 

 

-

 

 

 

0

 

 

5,643,102

 

 

 

355,541

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds Industrial and miscellaneous

 

 

108,573,422

 

 

 

11,634,123

 

 

 

(13,216)

 

 

0

 

 

120,194,329

 

 

 

11,620,907

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other asset backed securities (1)

 

 

28,163,891

 

 

 

617,368

 

 

 

(7,371)

 

 

(111,947)

 

$28,661,941

 

 

 

498,050

 

Total 

 

$145,045,584

 

 

$12,636,222

 

 

$(20,587)

 

$(111,947)

 

$157,549,272

 

 

$12,503,688

 

 

 

(1)

As of December 31, 2020, 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 9). As of December 31, 2021 KICO did not have any securities pledged to FHLBNY. The eligible collateral would be pledged to FHLBNY if KICO draws an advance from the FHLBNY credit line. As of December 31, 2020, the estimated fair value of the eligible investments was approximately $11,391,000. KICO will retain all rights regarding all securities if pledged as collateral. As of December 31, 2020, there was no outstanding balance on the FHLBNY credit line.

F-15

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

 

 

December 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-Maturity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

obligations of U.S. government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

corporations and agencies

 

$7,037,856

 

 

$23,244

 

 

$0

 

 

$0

 

 

$7,061,100

 

 

$23,244

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Territories and Possessions

 

 

9,151,293

 

 

 

181,835

 

 

 

(11,316)

 

 

0

 

 

9,321,812

 

 

 

170,519

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

Industrial and miscellaneous

 

 

119,874,573

 

 

 

5,777,624

 

 

 

(16,685)

 

 

(13,473)

 

125,622,039

 

 

 

5,747,466

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

asset backed securities (1)

 

 

26,138,633

 

 

 

437,841

 

 

 

(68,793)

 

 

(276,451)

 

$26,231,230

 

 

 

92,597

 

Total

 

$162,202,355

 

 

$6,420,544

 

 

$(96,794)

 

$(289,924)

 

$168,236,181

 

 

$6,033,826

 

(1)

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 9). The eligible collateral would be pledged to FHLBNY if KICO draws an advance from the FHLBNY credit line. As of December 31, 2019, the estimated fair value of the eligible investments was approximately $7,284,000. KICO will retain all rights regarding all securities if pledged as collateral. As of December 31, 2019, 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 December 31, 20202021 and 20192020 is shown below:

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

 

Amortized

 

 

Estimated

 

 

Amortized

 

 

Estimated

 

Remaining Time to Maturity

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than one year

 

$8,559,005

 

 

$8,668,064

 

 

$11,986,401

 

 

$12,025,804

 

One to five years

 

 

44,137,567

 

 

 

47,745,430

 

 

 

49,715,422

 

 

 

51,000,025

 

Five to ten years

 

 

55,508,712

 

 

 

63,159,775

 

 

 

69,850,104

 

 

 

74,410,275

 

More than 10 years

 

 

8,676,409

 

 

 

9,314,062

 

 

 

4,511,795

 

 

 

4,568,847

 

Residential mortgage and other asset backed securities

 

 

28,163,891

 

 

 

28,661,941

 

 

 

26,138,633

 

 

 

26,231,230

 

Total

 

$145,045,584

 

 

$157,549,272

 

 

$162,202,355

 

 

$168,236,181

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Amortized

 

 

Estimated

 

 

Amortized

 

 

Estimated

 

Remaining Time to Maturity

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than one year

 

$1,153,099

 

 

$1,156,636

 

 

$8,559,005

 

 

$8,668,064

 

One to five years

 

 

43,007,110

 

 

 

44,914,759

 

 

 

44,137,567

 

 

 

47,745,430

 

Five to ten years

 

 

26,808,853

 

 

 

27,332,581

 

 

 

55,508,712

 

 

 

63,159,775

 

More than 10 years

 

 

26,802,457

 

 

 

26,892,792

 

 

 

8,676,409

 

 

 

9,314,062

 

Residential mortgage and other asset backed securities

 

 

58,036,959

 

 

 

57,783,342

 

 

 

28,163,891

 

 

 

28,661,941

 

Total

 

$155,808,478

 

 

$158,080,110

 

 

$145,045,584

 

 

$157,549,272

 

  

The actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without penalties.

 

 
F-16

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

Equity Securities

 

The cost and estimated fair value of, and gross unrealized gains and losses on, investments in equity securities as of December 31, 20202021 and 20192020 are as follows:

 

 

 

December 31, 2021

 

 

 

 

 

Gross

 

 

Gross

 

 

Estimated

 

Category

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

 

 

 

 

 

 

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stocks

 

$22,019,509

 

 

$1,007,009

 

 

$(184,617)

 

$22,841,901

 

Common stocks, mutual funds, and exchange traded funds

 

 

15,451,160

 

 

 

1,573,653

 

 

 

(179,712)

 

 

16,845,101

 

Total

 

$37,470,669

 

 

$2,580,662

 

 

$(364,329)

 

$39,687,002

 

  

 

 

December 31, 2020

 

 

 

 

 

 Gross

 

 

 Gross

 

 

 Estimated

 

Category

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stocks

 

$18,097,942

 

 

$853,277

 

 

$(426,942)

 

$18,524,277

 

Common stocks, mutual funds,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and exchange traded funds

 

 

14,473,224

 

 

 

1,820,512

 

 

 

(404,700)

 

 

15,889,036

 

Total

 

$32,571,166

 

 

$2,673,789

 

 

$(831,642)

 

$34,413,313

 

 

 

December 31, 2019

 

 

 

 

 

 Gross

 

 

 Gross

 

 

 Estimated

 

Category

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stocks

 

$8,374,424

 

 

$339,257

 

 

$(11,794)

 

$8,701,887

 

Common stocks, mutual funds,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and exchange traded funds

 

 

14,250,244

 

 

 

1,982,878

 

 

 

(273,627)

 

 

15,959,495

 

Total

 

$22,624,668

 

 

$2,322,135

 

 

$(285,421)

 

$24,661,382

 

 

 

December 31, 2020

 

 

 

 

 

 Gross

 

 

 Gross

 

 

 Estimated

 

Category 

 

 Cost

 

 

 Gains

 

 

 Losses

 

 

 Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stocks 

 

$18,097,942

 

 

$853,277

 

 

$(426,942)

 

$18,524,277

 

Common stocks, mutual funds, and exchange traded funds

 

 

14,473,224

 

 

 

1,820,512

 

 

 

(404,700)

 

 

15,889,036

 

Total 

 

$32,571,166

 

 

$2,673,789

 

 

$(831,642)

 

$34,413,313

 

 

Other Investments

 

The cost and estimated fair value of, and gross unrealized gains on, the Company’s other investments as of December 31, 20202021 and 20192020 are as follows:

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

 

 

 

 Gross 

 

 

 Estimated

 

 

 

 

 Gross 

 

 

 Estimated

 

Category

 

Cost

 

 

Gains

 

 

Fair Value

 

 

Cost

 

 

Gains

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge fund

 

$1,999,381

 

 

$1,519,245

 

 

$3,518,626

 

 

$1,999,381

 

 

$585,532

 

 

$2,584,913

 

Total

 

$1,999,381

 

 

$1,519,245

 

 

$3,518,626

 

 

$1,999,381

 

 

$585,532

 

 

$2,584,913

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

 

 

Gross

 

 

Estimated

 

 

 

 

Gross

 

 

Estimated

 

Category

 

Cost

 

 

Gains

 

 

Fair Value

 

 

Cost

 

 

Gains

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge fund

 

$3,999,381

 

 

$3,562,034

 

 

$7,561,415

 

 

$1,999,381

 

 

$1,369,245

 

 

$3,368,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate limited partnership

 

 

0

 

 

 

0

 

 

 

0

 

 

 

150,000

 

 

 

0

 

 

 

150,000

 

Total

 

$3,999,381

 

 

$3,562,034

 

 

$7,561,415

 

 

$2,149,381

 

 

$1,369,245

 

 

$3,518,626

 

  

 
F-17

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

Held-to-Maturity Securities

 

The cost or amortized cost and estimated fair value of, and unrealized gross gains and losses on, investments in held-to-maturity fixed-maturity securities as of December 31, 20202021 and 20192020 are summarized as follows:

 

 

 

December 31, 2021

 

 

 

Cost or

 

 

Gross

 

 

Gross Unrealized Losses

 

 

Estimated

 

 

Net Unrealized

 

 

 

Amortized

 

 

Unrealized

 

 

Less than 12

 

 

More than 12

 

 

Fair

 

 

Gains/

 

Category

 

Cost

 

 

Gains

 

 

Months

 

 

Months

 

 

Value

 

 

(Losses)

 

 

 

 

 

 

 

 

 

 

Held-to-Maturity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$729,642

 

 

$209,633

 

 

$0

 

 

$0

 

 

$939,275

 

 

$209,633

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

998,239

 

 

 

22,856

 

 

 

0

 

 

 

0

 

 

 

1,021,095

 

 

 

22,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange traded debt

 

 

304,111

 

 

 

85

 

 

 

(13,921)

 

 

 

 

 

 

290,275

 

 

 

(13,836)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial and miscellaneous

 

 

6,234,342

 

 

 

280,951

 

 

 

(12,779)

 

 

0

 

 

 

6,502,514

 

 

 

268,172

 

Total

 

$8,266,334

 

 

$513,525

 

 

$(26,700)

 

$0

 

 

$8,753,159

 

 

$486,825

 

  

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 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

 

$729,595

 

 

$319,714

 

 

$0

 

 

$0

 

 

$1,049,309

 

 

$319,714

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Territories and Possessions

 

 

998,428

 

 

 

50,917

 

 

 

0

 

 

 

0

 

 

 

1,049,345

 

 

 

50,917

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial and miscellaneous

 

 

5,640,792

 

 

 

455,378

 

 

 

0

 

 

 

0

 

 

 

6,096,170

 

 

 

455,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$7,368,815

 

 

$826,009

 

 

$0

 

 

$0

 

 

$8,194,824

 

 

$826,009

 

 

 

December 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

 

$729,550

 

 

$151,002

 

 

$0

 

 

$0

 

 

$880,552

 

 

$151,002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Territories and Possessions

 

 

998,619

 

 

 

51,021

 

 

 

0

 

 

 

0

 

 

 

1,049,640

 

 

 

51,021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial and miscellaneous

 

 

2,097,783

 

 

 

97,627

 

 

 

(835)

 

 

0

 

 

 

2,194,575

 

 

 

96,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$3,825,952

 

 

$299,650

 

 

$(835)

 

$0

 

 

$4,124,767

 

 

$298,815

 

 

 

December 31, 2020

 

 

 

 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

 

$729,595

 

 

$319,714

 

 

$0

 

 

$0

 

 

$1,049,309

 

 

$319,714

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

998,428

 

 

 

50,917

 

 

 

0

 

 

 

0

 

 

 

1,049,345

 

 

 

50,917

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds Industrial and miscellaneous

 

 

5,640,792

 

 

 

455,378

 

 

 

0

 

 

 

0

 

 

 

6,096,170

 

 

 

455,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$7,368,815

 

 

$826,009

 

 

$0

 

 

$0

 

 

$8,194,824

 

 

$826,009

 

 

Held-to-maturity U.S. Treasury securities are held in trust pursuant to various states’ minimum fund requirements.

 

 
F-18

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

A summary of the amortized cost and the estimated fair value of the Company’s investments in held-to-maturity securities by contractual maturity as of December 31, 20202021 and 20192020 is shown below:

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

 

Amortized

 

 

Estimated

 

 

Amortized

 

 

Estimated

 

Remaining Time to Maturity

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than one year

 

$0

 

 

$0

 

 

$500,000

 

 

$499,165

 

One to five years

 

 

2,598,193

 

 

 

2,777,936

 

 

 

2,099,268

 

 

 

2,215,640

 

Five to ten years

 

 

1,502,603

 

 

 

1,727,316

 

 

 

620,134

 

 

 

655,923

 

More than 10 years

 

 

3,268,019

 

 

 

3,689,572

 

 

 

606,550

 

 

 

754,039

 

Total

 

$7,368,815

 

 

$8,194,824

 

 

$3,825,952

 

 

$4,124,767

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Amortized

 

 

Estimated

 

 

Amortized

 

 

Estimated

 

Remaining Time to Maturity

 

Cost

 

 

Fair Value

 

 

Cost

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

Less than one year

 

$994,712

 

 

$1,008,180

 

 

$0

 

 

$0

 

One to five years

 

 

1,205,829

 

 

 

1,290,465

 

 

 

2,598,193

 

 

 

2,777,936

 

Five to ten years

 

 

1,513,942

 

 

 

1,648,808

 

 

 

1,502,603

 

 

 

1,727,316

 

More than 10 years

 

 

4,551,851

 

 

 

4,805,706

 

 

 

3,268,019

 

 

 

3,689,572

 

Total

 

$8,266,334

 

 

$8,753,159

 

 

$7,368,815

 

 

$8,194,824

 

  

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:

 

 

 

Years ended

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

Income:

 

 

 

 

 

 

Fixed-maturity securities

 

$5,533,047

 

 

$5,943,889

 

Equity securities

 

 

1,159,507

 

 

 

930,004

 

Cash and cash equivalents

 

 

91,603

 

 

 

337,602

 

Total

 

 

6,784,157

 

 

 

7,211,495

 

Expenses:

 

 

 

 

 

 

 

 

Investment expenses

 

 

278,554

 

 

 

342,149

 

Net investment income

 

$6,505,603

 

 

$6,869,346

 

 

 

 Years ended

 

 

 

 December 31,

 

 

 

 2021

 

 

 2020

 

 

 

 

 

 

 

 

Income:

 

 

 

 

 

 

Fixed-maturity securities 

 

$5,446,795

 

 

$5,533,047

 

Equity securities 

 

 

1,529,020

 

 

 

1,159,507

 

Cash and cash equivalents 

 

 

11,511

 

 

 

91,603

 

Total 

 

 

6,987,326

 

 

 

6,784,157

 

Expenses: 

 

 

 

 

 

 

 

 

Investment expenses 

 

 

365,934

 

 

 

278,554

 

Net investment income 

 

$6,621,392

 

 

$6,505,603

 

 

Proceeds from the sale and redemption of fixed-maturity securities held-to-maturity were $500,000and $400,000for$2,217,428 and $500,000 for the years ended December 31, 20202021 and 2019,2020, respectively.

 

Proceeds from the sale and maturity of fixed-maturity securities available-for-sale were $35,845,934and $16,567,284for$85,347,589 and $35,845,934 for the years ended December 31, 20202021 and 2019,2020, respectively.

 

Proceeds from the sale of equity securities were $11,096,028and $5,458,953for$16,333,946 and $11,096,028 for the years ended December 31, 20202021 and 2019,2020, respectively.

 

 
F-19

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

The Company’s net gains (losses) on investments are summarized as follows:

 

 

 

Years ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Realized Gains (Losses)

 

 

 

 

 

 

 

 

 

 

 

Fixed-maturity securities:

 

 

 

 

 

 

Gross realized gains

 

$5,189,810

 

 

$1,108,159

 

Gross realized losses

 

 

(90,111)

 

 

(327,890)

 

 

 

5,099,699

 

 

 

780,269

 

 

 

 

 

 

 

 

 

 

Equity securities:

 

 

 

 

 

 

 

 

Gross realized gains

 

 

2,415,136

 

 

 

832,394

 

Gross realized losses

 

 

(280,807)

 

 

(780,245)

 

 

 

2,134,329

 

 

 

52,149

 

 

 

 

 

 

 

 

 

 

Other Investments:

 

 

 

 

 

 

 

 

Gross realized gains

 

 

83,798

 

 

 

0

 

Gross realized losses

 

 

0

 

 

 

0

 

 

 

 

83,798

 

 

 

0

 

 

 

 

 

 

 

 

 

 

Net realized gains

 

 

7,317,826

 

 

 

832,418

 

 

 

 

 

 

 

 

 

 

Unrealized Gains (Losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities:

 

 

 

 

 

 

 

 

Gross gains

 

 

276,340

 

 

 

41,517

 

Gross losses

 

 

0

 

 

 

(217,032)

 

 

 

276,340

 

 

 

(175,515)

 

 

 

 

 

 

 

 

 

Other Investments:

 

 

 

 

 

 

 

 

Gross gains

 

 

2,192,789

 

 

 

933,713

 

Gross losses

 

 

0

 

 

 

0

 

 

 

 

2,192,789

 

 

 

933,713

 

 

 

 

 

 

 

 

 

 

Net unrealized gains

 

 

2,469,129

 

 

 

758,198

 

 

 

 

 

 

 

 

 

 

Net gains on investments

 

$9,786,955

 

 

$1,590,616

 

  

 

 

 Years ended

 

 

 

 December 31,

 

 

 

 2020

 

 

 2019

 

Realized Gains (Losses)

 

 

 

 

 

 

 

 

 

 

 

Fixed-maturity securities:

 

 

 

 

 

 

Gross realized gains

 

$1,108,159

 

 

$11,608

 

Gross realized losses

 

 

(327,890)

 

 

(134,533)

 

 

 

780,269

 

 

 

(122,925)

 

 

 

 

 

 

 

 

 

Equity securities:

 

 

 

 

 

 

 

 

Gross realized gains

 

 

832,394

 

 

 

316,924

 

Gross realized losses

 

 

(780,245)

 

 

(165,154)

 

 

 

52,149

 

 

 

151,770

 

 

 

 

 

 

 

 

 

 

Net realized gains

 

 

832,418

 

 

 

28,845

 

 

 

 

 

 

 

 

 

 

Unrealized Gains (Losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities:

 

 

 

 

 

 

 

 

Gross gains

 

 

41,517

 

 

 

3,832,486

 

Gross losses

 

 

(217,032)

 

 

0

 

 

 

 

(175,515)

 

 

3,832,486

 

 

 

 

 

 

 

 

 

 

Other Investments:

 

 

 

 

 

 

 

 

Gross gains

 

 

933,713

 

 

 

729,688

 

Gross losses

 

 

0

 

 

 

0

 

 

 

 

933,713

 

 

 

729,688

 

 

 

 

 

 

 

 

 

 

Net unrealized gains

 

 

758,198

 

 

 

4,562,174

 

 

 

 

 

 

 

 

 

 

Net gains on investments

 

$1,590,616

 

 

$4,591,019

 

F-20

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

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) income. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security based on cash flow projections. For held-to-maturity fixed-maturity securities, the amount of OTTI recorded in comprehensive (loss) income for the noncredit portion of a previous OTTI is amortized prospectively over the remaining life of the security based on timing of future estimated cash flows of the security.

 

OTTI losses are recorded in the consolidated statements of operations and comprehensive income (loss) as net realized losses on investments and result in a permanent reduction of the cost basis of the underlying investment. The determination of OTTI is a subjective process and different judgments and assumptions could affect the timing of loss realization. At December 31, 20202021 and December 31, 2019,2020, there were 1648 and 3916 fixed-maturity securities, respectively, that accounted for the gross unrealized losses.  The Company determined that none of the unrealized losses were deemed to be OTTI for its portfolio of investments for the years ended December 31, 20202021 and 2019.2020.  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 hold the investment for a period of time sufficient to allow for an anticipated recovery of estimated fair value to the Company’s cost basis.

 

 
F-21F-20

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

The Company held available-for-sale securities with unrealized losses representing declines that were considered temporary at December 31, 20202021 and 20192020 as follows:

 

 

 

December 31, 2020

 

 

 

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

 

$0

 

 

$0

 

 

 

0

 

 

$0

 

 

$0

 

 

 

0

 

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States, Territories and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Possessions

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

bonds industrial and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

miscellaneous

 

 

1,006,901

 

 

 

(13,216)

 

 

1

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

1,006,901

 

 

 

(13,216)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

asset backed securities

 

 

6,137,522

 

 

 

(7,371)

 

 

5

 

 

 

3,735,732

 

 

 

(111,947)

 

 

10

 

 

 

9,873,254

 

 

 

(119,318)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fixed-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities

 

$7,144,423

 

 

$(20,587)

 

 

6

 

 

$3,735,732

 

 

$(111,947)

 

 

10

 

 

$10,880,155

 

 

$(132,534)

 

 

December 31, 2021

 

 

 

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

 

$0

 

 

$0

 

 

 

0

 

 

$0

 

 

$0

 

 

 

0

 

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

6,768,123

 

 

 

(197,984)

 

 

5

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

6,768,123

 

 

 

(197,984)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds industrial and miscellaneous

 

 

17,593,707

 

 

 

(126,926)

 

 

15

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

17,593,707

 

 

 

(126,926)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other asset backed securities

 

 

45,399,451

 

 

 

(489,258)

 

 

26

 

 

 

2,923,182

 

 

 

(120,344)

 

 

2

 

 

 

48,322,633

 

 

 

(609,602)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fixed-maturity securities 

 

$69,761,281

 

 

$(814,168)

 

 

46

 

 

$2,923,182

 

 

$(120,344)

 

 

2

 

 

$72,684,463

 

 

$(934,512)

 

 
F-22F-21

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 2019

2020

 

 

 

December 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

 

$0

 

 

$0

 

 

 

0

 

 

$0

 

 

$0

 

 

 

0

 

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States, Territories and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Possessions

 

 

3,067,428

 

 

 

(11,316)

 

 

3

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

3,067,428

 

 

 

(11,316)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

bonds industrial and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

miscellaneous

 

 

3,730,478

 

 

 

(16,685)

 

 

7

 

 

 

1,300,915

 

 

 

(13,473)

 

 

3

 

 

 

5,031,393

 

 

 

(30,158)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

asset backed securities

 

 

5,862,636

 

 

 

(68,793)

 

 

5

 

 

 

13,534,768

 

 

 

(276,451)

 

 

21

 

 

 

19,397,404

 

 

 

(345,244)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fixed-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities

 

$12,660,542

 

 

$(96,794)

 

 

15

 

 

$14,835,683

 

 

$(289,924)

 

 

24

 

 

$27,496,225

 

 

$(386,718)

 

 

December 31, 2020

 

 

 

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

 

$0

 

 

$0

 

 

 

0

 

 

$0

 

 

$0

 

 

 

0

 

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds industrial and miscellaneous

 

 

1,006,901

 

 

 

(13,216)

 

 

1

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

1,006,901

 

 

 

(13,216)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other asset backed securities

 

 

6,137,522

 

 

 

(7,371)

 

 

5

 

 

 

3,735,732

 

 

 

(111,947)

 

 

10

 

 

 

9,873,254

 

 

 

(119,318)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fixed-maturity securities 

 

$7,144,423

 

 

$(20,587)

 

 

6

 

 

$3,735,732

 

 

$(111,947)

 

 

10

 

 

$10,880,155

 

 

$(132,534)

 

 
F-23F-22

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

 

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 estimate the fair value of 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.

 

 
F-24F-23

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

The following table presents information about the Company’s investments that are measured at fair value on a recurring basis at December 31, 20202021 and 20192020 indicating the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

 

 

December 31, 2021

 

 

 

 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

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

-

 

 

 

17,285,514

 

 

 

-

 

 

 

17,285,514

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds industrial and miscellaneous

 

 

82,500,779

 

 

 

510,475

 

 

 

-

 

 

 

83,011,254

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other asset backed securities

 

 

-

 

 

 

57,783,342

 

 

 

-

 

 

 

57,783,342

 

Total fixed maturities 

 

 

82,500,779

 

 

 

75,579,331

 

 

 

-

 

 

 

158,080,110

 

Equity securities

 

 

39,687,002

 

 

 

-

 

 

 

-

 

 

 

39,687,002

 

Total investments

 

$122,187,781

 

 

$75,579,331

 

 

$-

 

 

$197,767,112

 

 

 

 

December 31, 2020

 

 

 

 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

 

$3,049,900

 

 

$0

 

 

$0

 

 

$3,049,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States, Territories and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Possessions

 

 

0

 

 

 

5,643,102

 

 

 

0

 

 

 

5,643,102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

bonds industrial and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

miscellaneous

 

 

118,123,890

 

 

 

2,070,439

 

 

 

0

 

 

 

120,194,329

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other asset backed securities

 

 

0

 

 

 

28,661,941

 

 

 

0

 

 

 

28,661,941

 

Total fixed maturities

 

 

121,173,790

 

 

 

36,375,482

 

 

 

0

 

 

 

157,549,272

 

Equity securities

 

 

34,413,313

 

 

 

0

 

 

 

0

 

 

 

34,413,313

 

Total investments

 

$155,587,103

 

 

$36,375,482

 

 

$0

 

 

$191,962,585

 

 

 

December 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

 

$7,061,100

 

 

$0

 

 

$0

 

 

$7,061,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States, Territories and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Possessions

 

 

0

 

 

 

9,321,812

 

 

 

0

 

 

 

9,321,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

bonds industrial and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

miscellaneous

 

 

123,010,772

 

 

 

2,611,267

 

 

 

0

 

 

 

125,622,039

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other asset backed securities

 

 

0

 

 

 

26,231,230

 

 

 

0

 

 

 

26,231,230

 

Total fixed maturities

 

 

130,071,872

 

 

 

38,164,309

 

 

 

0

 

 

 

168,236,181

 

Equity securities

 

 

24,661,382

 

 

 

0

 

 

 

0

 

 

 

24,661,382

 

Total investments

 

$154,733,254

 

 

$38,164,309

 

 

$0

 

 

$192,897,563

 

 

 

December 31, 2020

 

 

 

 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

 

$3,049,900

 

 

$-

 

 

$-

 

 

$3,049,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Political subdivisions of States, Territories and Possessions

 

 

-

 

 

 

5,643,102

 

 

 

-

 

 

 

5,643,102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other bonds industrial and miscellaneous

 

 

118,123,890

 

 

 

2,070,439

 

 

 

-

 

 

 

120,194,329

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage and other asset backed securities

 

 

-

 

 

 

28,661,941

 

 

 

-

 

 

 

28,661,941

 

Total fixed maturities 

 

 

121,173,790

 

 

 

36,375,482

 

 

 

-

 

 

 

157,549,272

 

Equity securities

 

 

34,413,313

 

 

 

-

 

 

 

-

 

 

 

34,413,313

 

Total investments

 

$155,587,103

 

 

$36,375,482

 

 

$-

 

 

$191,962,585

 

 

 
F-25F-24

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

The following table sets forth the Company’s investment in a hedge fund measured at Net Asset Value (“NAV”) per share as of December 31, 20202021 and 2019.2020. 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 

 

December 31, 2020

 

 

December 31, 2019

 

 

 

 

 

 

 

 

Other Investments:

 

 

 

 

 

 

Hedge fund

 

$3,518,626

 

 

$2,584,913

 

Total

 

$3,518,626

 

 

$2,584,913

 

Category 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

 

 

 

 

 

Other Investments:

 

 

 

 

 

 

Hedge fund

 

$7,561,415

 

 

$3,368,626

 

 

 

 

 

 

 

 

 

 

Real estate limited partnership

 

 

-

 

 

 

150,000

 

Total 

 

$7,561,415

 

 

$3,518,626

 

 

The hedge fund 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. RevenueIncome 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 accompanying consolidated statements of operations and comprehensive (loss) income 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 December 31, 20202021 and 2019,2020, which is not measured at fair value is as follows:

 

 

December 31, 2020

 

 

 

 Level 1 

 

 

 Level 2 

 

 

 Level 3 

 

 

 Total 

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Notes due 2022

 

$0

 

 

$27,272,727

 

 

$0

 

 

$27,272,727

 

 

 

 

December 31, 2021

 

 

 

 Level 1 

 

 

 Level 2 

 

 

 Level 3 

 

 

 Total 

 

Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Notes due 2022

 

$-

 

 

$28,436,019

 

 

$-

 

 

$28,436,019

 

 

 

 

December 31, 2019

 

 

 

 Level 1 

 

 

 Level 2 

 

 

 Level 3 

 

 

 Total 

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Notes due 2022

 

$0

 

 

$27,313,994

 

 

$0

 

 

$27,313,994

 

 

 

December 31, 2020

 

 

 

 Level 1 

 

 

 Level 2 

 

 

 Level 3 

 

 

 Total 

 

Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Notes due 2022

 

$-

 

 

$27,272,727

 

 

$-

 

 

$27,272,727

 

 

The fair value of long-term debt is estimated based on observable market prices when available. When observable market prices are not available, the fair values of debt are based on observable market prices of comparable instruments adjusted for differences between the observed instruments and the instruments being valued or is estimated using discounted cash flow analyses, based on current incremental borrowing rates for similar types of borrowing arrangements.

 

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”.

 

 
F-26F-25

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

 

Cash and cash equivalents:The carrying values of cash and cash equivalents approximate their fair values because of the short-term nature of these instruments.

 

Premiums receivable and reinsurance receivables: The carrying values reported in the accompanying consolidated balance sheets for these financial instruments approximate their fair values due to the short-term nature of the assets.

 

Real estate: The estimated 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 consolidated balance sheets for these financial instruments approximates fair value.

 

The estimated fair values of the Company’s financial instruments and real estate as of December 31, 20202021 and 20192020 are as follows:

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Carrying

 

 

Estimated

 

 

Carrying

 

 

Estimated

 

 

 

Value

 

 

Fair Value

 

 

Value

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-maturity securities-held-to maturity

 

$8,266,334

 

 

$8,753,159

 

 

$7,368,815

 

 

$8,194,824

 

Cash and cash equivalents

 

$24,290,598

 

 

$24,290,598

 

 

$19,463,742

 

 

$19,463,742

 

Premiums receivable, net

 

$12,318,336

 

 

$12,318,336

 

 

$11,819,639

 

 

$11,819,639

 

Reinsurance receivables, net

 

$40,292,438

 

 

$40,292,438

 

 

$45,460,729

 

 

$45,460,729

 

Real estate, net of accumulated depreciation

 

$2,144,464

 

 

$2,144,464

 

 

$2,219,999

 

 

$2,705,000

 

Reinsurance balances payable

 

$12,961,568

 

 

$12,961,568

 

 

$6,979,735

 

 

$6,979,735

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

 

Carrying

 

 

Estimated

 

 

Carrying

 

 

Estimated

 

 

 

Value

 

 

Fair Value

 

 

Value

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-maturity securities-held-to maturity

 

$7,368,815

 

 

$8,194,824

 

 

$3,825,952

 

 

$4,124,767

 

Cash and cash equivalents

 

$19,463,742

 

 

$19,463,742

 

 

$32,391,485

 

 

$32,391,485

 

Premiums receivable, net

 

$14,020,716

 

 

$14,020,716

 

 

$12,706,411

 

 

$12,706,411

 

Reinsurance receivables, net

 

$45,460,729

 

 

$45,460,729

 

 

$40,750,538

 

 

$40,750,538

 

Real estate, net of accumulated depreciation

 

$2,219,999

 

 

$2,705,000

 

 

$2,292,743

 

 

$2,705,000

 

Reinsurance balances payable

 

$6,979,735

 

 

$6,979,735

 

 

$11,714,724

 

 

$11,714,724

 

Note 6 - Intangible Assets

 

Intangible assets consist of finite and indefinite life assets. Finite life intangible assets include customer and producer relationships and other identifiable intangibles. KICO’s insurance company license is considered an indefinite life intangible asset subject to annual impairment testing. All identified intangible assets of finite useful life were fully amortized as of December 31, 20202021 and 2019.2020.

 

The components of intangible assets and their useful lives, accumulated amortization, and net carrying value as of December 31, 20202021 and 20192020 are summarized as follows:

 

 

 

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

 

Useful

 

 

Gross

 

 

 

 

Net

 

 

Gross

 

 

 

 

Net

 

 

 

Life

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

 

(in yrs)

 

 

Value

 

 

Amortization

 

 

Amount

 

 

Value

 

 

Amortization

 

 

Amount

 

Insurance license

 

 

-

 

 

$500,000

 

 

$0

 

 

$500,000

 

 

$500,000

 

 

$0

 

 

$500,000

 

Customer relationships

 

 

10

 

 

 

3,400,000

 

 

 

3,400,000

 

 

 

0

 

 

 

3,400,000

 

 

 

3,400,000

 

 

 

0

 

Other identifiable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

intangibles

 

 

7

 

 

 

950,000

 

 

 

950,000

 

 

 

0

 

 

 

950,000

 

 

 

950,000

 

 

 

0

 

Total

 

 

 

 

 

$4,850,000

 

 

$4,350,000

 

 

$500,000

 

 

$4,850,000

 

 

$4,350,000

 

 

$500,000

 

 

 

Useful

 

 

Gross

 

 

 

 

Net

 

 

 

Life

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

 

(in yrs)

 

 

Value

 

 

Amortization

 

 

Amount

 

Insurance license

 

 

-

 

 

$500,000

 

 

$-

 

 

$500,000

 

Customer relationships

 

 

10

 

 

 

3,400,000

 

 

 

3,400,000

 

 

 

-

 

Other identifiable intangibles

 

 

7

 

 

 

950,000

 

 

 

950,000

 

 

 

-

 

Total

 

 

 

 

 

$4,850,000

 

 

$4,350,000

 

 

$500,000

 

  

 
F-27F-26

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

Intangible asset impairment testing and amortization

 

The Company performs an analysis annually as of December 31, or sooner if there are indicators that the asset may be impaired, to identify potential impairment of intangible assets and measures the amount of any impairment loss that may need to be recognized. Intangible asset impairment testing requires an evaluation of the estimated fair value of each identified intangible asset to its carrying value. An impairment charge would be recorded if the estimated fair value is less than the carrying amount of the intangible asset. No impairments have been identified for the years ended December 31, 20202021 and 2019.2020.

 

The Company recorded no amortization expense related to intangible assets of $-0- and $170,000, for the years ended December 31, 20202021 and 2019,2020, respectively.

 

Note 7 - Reinsurance

 

Through June 30, 2019,Effective December 31, 2021, the Company’sCompany entered into a quota share reinsurance treaties were on a July 1 through June 30 fiscal year basis. The Company’s quota share reinsurance treaties in effect during the year ended December 31, 2019treaty for its personal lines business, were covered through June 30, 2019 under a treatywhich primarily consisted of homeowners’ and dwelling fire policies, covering a two-yearthe period from July 1, 2017 through June 30, 2019 (“2017/2019 Treaty”). The treaty in effect during the year ended December 31, 2019 was covered2021 through June 30, 2019 under the JulyJanuary 1, 2018 through June 30, 2019 treaty year2023 (“2018/2019 Treaty Year”2021/2023 Treaty”). Effective July 1, 2019, the 2017/2019 Treaty and the commercial umbrella treaty expired on a run-off basis; these treaties were not renewed. Effective December 15, 2019, the Company entered into a quota share reinsurance treaty for its personal lines business, which primarily consistsconsisted of homeowners’ policies, covering the period from December 15, 2019 through December 30, 2020 (“2019/2020 Treaty”). Effective December 31, 2020, the 2019/2020 Treaty expired on a cut off basis; this treaty was not renewed. The Company entered into new excess of loss and catastrophe reinsurance treaties effective July 1, 2020. Material terms for reinsurance treaties in effect for the treaty years shown below are as follows:

 

 
F-28F-27

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

 

 

 Treaty Year

 

 

 

December 15, 2019

 

 

July 1, 2019

 

July 1, 2018

 

 

 

to

 

 

to

 

to

 

Line of Business

 

December 30, 2020

 

 

December 14, 2019

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

Personal Lines:

 

 

 

 

 

 

 

 

Homeowners, dwelling fire and

 

 

 

 

 

 

 

 

and canine legal liability

 

 

 

 

 

 

 

 

Quota share treaty:

 

 

 

 

 

 

 

 

Percent ceded

 

 

25%

 

None

 

 

10%

 

 

 

 Treaty Year

 

 

 

December 31, 2020

 

 

July 1, 2020

 

 

December 15, 2019

 

 

July 1, 2019

 

 

July 1, 2018

 

 

 

to

 

 

to

 

 

to

 

 

to

 

 

to

 

Line of Business

 

June 30, 2021

 

 

December 30, 2020

 

 

June 30, 2020

 

 

December 14, 2019

 

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Lines:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Homeowners, dwelling fire and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and canine legal liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quota share treaty:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk retained on intial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$1,000,000 of losses (7)

 

1,000,000 

 

 

$750,000

 

 

$750,000

 

 

$1,000,000

 

 

$900,000

 

Losses per occurrence subject

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to quota share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reinsurance coverage

 

None (7)

 

 

$1,000,000

 

 

$1,000,000

 

 

None

 

 

$1,000,000

 

Expiration date

 

NA (7)

 

 

December 30, 2020

 

 

December 30, 2020

 

 

NA

 

 

June 30, 2019

 

Excess of loss coverage and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

facultative facility

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

coverage (1)

 

$8,000,000

 

 

$8,000,000

 

 

$9,000,000

 

 

$9,000,000

 

 

$9,000,000

 

 

 

in excess of

 

 

in excess of

 

 

in excess of

 

 

in excess of

 

 

in excess of

 

 

 

$1,000,000

 

 

$1,000,000

 

 

$1,000,000

 

 

$1,000,000

 

 

$1,000,000

 

Total reinsurance coverage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

per occurrence (7)

 

$8,000,000

 

 

$8,250,000

 

 

$9,250,000

 

 

$9,000,000

 

 

$9,100,000

 

Losses per occurrence subject

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to reinsurance coverage

 

$8,000,000

 

 

$9,000,000

 

 

$10,000,000

 

 

$10,000,000

 

 

$10,000,000

 

Expiration date (7)

 

June 30, 2021

 

 

June 30, 2021

 

 

June 30, 2020

 

 

June 30, 2020

 

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe Reinsurance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial loss subject to personal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

lines quota share treaty

 

None (7)

 

 

$7,500,000

 

 

$7,500,000

 

 

None

 

 

$5,000,000

 

Risk retained per catastrophe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

occurrence (2) (7)

 

$10,000,000

 

 

$8,125,000

 

 

$5,625,000

 

 

$7,500,000

 

 

$4,500,000

 

Catastrophe loss coverage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in excess of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

quota share coverage (3) (7)

 

$475,000,000

 

 

$475,000,000

 

 

$602,500,000

 

 

$602,500,000

 

 

$445,000,000

 

Reinstatement premium

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

protection (4) (5) (6)

 

Yes

 

 

Yes

 

 

Yes

 

 

Yes

 

 

Yes

 

The Company entered into new excess of loss and catastrophe reinsurance treaties effective July 1, 2021. Effective October 18, 2021, the Company entered into a stub catastrophe reinsurance treaty covering the period from October 18, 2021 through December 31, 2021. The treaty provides reinsurance coverage for catastrophe losses of $5,000,000 in excess of $5,000,000. Effective January 1, 2022, the Company entered into an underlying excess of loss reinsurance treaty covering the period from January 1, 2022 through January 1, 2023. The treaty provides 50% reinsurance coverage for losses of $400,000 in excess of $600,000. Losses from named storms are excluded from the treaty. Material terms for reinsurance treaties in effect for the treaty years shown below are as follows:

 

 

 Treaty Year

 

 

 

 (2021/2023 Treaty)

 

 

 

 

 

 

 (2019/2020 Treaty)

 

 

 

 July 1,

 

 

 December 31,

 

 

 July 1,

 

 

 December 31,

 

 

 July 1,

 

 

 December 15,

 

 

 

2022

 

 

2021

 

 

2021

 

 

2020

 

 

2020

 

 

2019

 

 

 

to

 

 

to

 

 

to

 

 

to

 

 

to

 

 

to

 

 

 

 January 1,

 

 

June 30,

 

 

December 30,

 

 

June 30,

 

 

December 30,

 

 

Jume 30,

 

Line of Business

 

2023

 

 

2022

 

 

2021

 

 

2021

 

 

2020

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Lines:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Homeowners, dwelling fire and and canine legal liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quota share treaty:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percent ceded

 

 

30%

 

 

30%

 

 None

(7)

 

 None

(7)

 

 

25%

 

 

25%

Risk retained on intial $1,000,000 of losses (7) (9)

 

$700,000

 

 

$700,000

 

 

$1,000,000

 

 

$1,000,000

 

 

$750,000

 

 

$750,000

 

Losses per occurrence subject to quota share reinsurance coverage

 

$1,000,000

 

 

$1,000,000

 

 

 None

(7)

 

 None

(7)

 

$1,000,000

 

 

$1,000,000

 

Expiration date

 

January 1, 2023

 

 

January 1, 2023

 

 

 NA

(7)

 

 NA

(7)

 

December 30, 2020

 

 

December 30, 2020

 

Excess of loss coverage and facultative facility coverage (1) (9) (10)

 

$400,000

 

 

$8,400,000

 

 

$8,000,000

 

 

$8,000,000

 

 

$8,000,000

 

 

$9,000,000

 

 

 

 

in excess of

 

 

 

in excess of

 

 

 

in excess of

 

 

 

in excess of

 

 

 

in excess of

 

 

 

in excess of

 

 

 

$600,000

 

 

$600,000

 

 

$1,000,000

 

 

$1,000,000

 

 

$1,000,000

 

 

$1,000,000

 

Total reinsurance coverage per occurrence (7) (9) (10)

 

$500,000

 

 

$8,500,000

 

 

$8,000,000

 

 

$8,000,000

 

 

$8,250,000

 

 

$9,250,000

 

Losses per occurrence subject to reinsurance coverage (7) (10)

 

$1,000,000

 

 

$9,000,000

 

 

$9,000,000

 

 

$9,000,000

 

 

$9,000,000

 

 

$10,000,000

 

Expiration date

 

 

(10)

 

June 30, 2022

 

 

June 30, 2022

 

 

June 30, 2021

 

 

June 30, 2021

 

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe Reinsurance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial loss subject to personal lines quota share treaty

 

 

10,000,000

 

 

 

10,000,000

 

 

 None

(7)

 

 None

(7)

 

 

7,500,000

 

 

 

7,500,000

 

Risk retained per catastrophe occurrence (2) (7) (11)

 

 None

(10)

 

$7,400,000

 

 

$10,000,000

 

 

$10,000,000

 

 

$8,125,000

 

 

$5,625,000

 

Catastrophe loss coverage in excess of quota share coverage (3) (7)

 

 None

(10)

 

$490,000,000

 

 

$490,000,000

 

 

$475,000,000

 

 

$475,000,000

 

 

$602,500,000

 

Catastrophe stub coverage for the period from October 18, 2021 through December 31, 2021 (8) 

 

  NA

 

 

  NA

 

 

$

5,000,000

 

 

  NA

 

 

  NA

 

 

  NA

 

 

 

 

 

 

 

 

 

 

 

  in excess of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$5,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Reinstatement premium protection (4) (5) (6) (10)

 

 Yes

 

 

 Yes

 

 

 Yes

 

 

 Yes

 

 

 Yes

 

 

 Yes

 

 

 

(1)

For personal lines, includes the addition of an automatic facultative facility (“Facultative Facility”) allowing KICO to obtain homeowners single risk coverage up to $10,000,000in$10,000,000 in total insured value, which covers direct losses from $3,500,000 to $10,000,000.$10,000,000 through June 30, 2020. For the period July 1, 2020 through June 30, 2022, the Facultative Facility covers direct losses from $3,500,000 to $9,000,000.

 

(2)

Plus losses in excess of catastrophe coverage. For the period July 1, 2020 through December 30, 2020, there was no reinsurance coverage for the $2,500,000 gap between quota share limit of $7,500,000 and first $10,000,000 layer of catastrophe coverage (see note (7) below).

 

(3)

Catastrophe coverage is limited on an annual basis to two times the per occurrence amounts. Duration of 168 consecutive hours for a catastrophe occurrence from windstorm, hail, tornado, hurricane and cyclone.

 

(4)

For the period July 1, 2018 through June 30, 2019, reinstatement premium protection for $210,000,000 of catastrophe coverage in excess of $5,000,000.

 

(5)(4)

For the period July 1, 2019 through June 30, 2020, reinstatement premium protection for $292,500,000 of catastrophe coverage in excess of $7,500,000.

F-28

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

 

(6)(5)

For the period July 1, 2020 through June 30, 2021, reinstatement premium protection for $70,000,000 of catastrophe coverage in excess of $10,000,000.

(6)

For the period July 1, 2021 through June 30, 2022, reinstatement premium protection for $70,000,000 of catastrophe coverage in excess of $10,000,000.

 

(7)

The personal lines quota share (homeowners, dwelling fire and canine legal liability) expired on December 30, 2020; reinsurance coverage from December 31, 2020 through JuneDecember 30, 2021 is only for excess of loss and catastrophe reinsurance.

 

F-29

(8)

Excludes freeze and freeze related claims.

Table

(9)

For the period January 1, 2022 through January 1, 2023, underlying excess of Contentsloss treaty provides 50% reinsurance coverage for losses of $400,000 in excess of $600,000. Reduces retention to $500,000 from $700,000 under the 2021/2023 Treaty. Excludes losses from named storms.

(10)

Excess of loss and catastrophe reinsurance treaties will expire on June 30, 2022; reinsurance coverage in effect from July 1, 2022 through January 1, 2023 is only for personal lines quota share (homeowners, dwelling fire and canine legal liability) and underlying excess of loss reinsurance.

(11)

For the 2021/2023 Treaty, 4% of the 30% total of losses ceded under this treaty are excluded from a named catastrophe event.

 

 

 

 

Treaty Year

 

 

 

 

 

July 1, 2021

 

 

July 1, 2020

 

 

July 1, 2019

 

 

 

to

 

 

to

 

 

to

 

Line of Business

 

June 30, 2022

 

 

June 30, 2021

 

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

Personal Lines:

 

 

 

 

 

 

 

 

 

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

 

 

95%

 

 

95%

 

 

100%

Risk retained

 

$300,000

 

 

$300,000

 

 

$100,000

 

Total reinsurance coverage per occurrence

 

$4,700,000

 

 

$4,700,000

 

 

$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, 2022

 

 

June 30, 2021

 

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Lines (1):

 

 

 

 

 

 

 

 

 

 

 

 

General liability commercial policies

 

 

 

 

 

 

 

 

 

 

 

 

Quota share treaty

 

 

 

 

 

None

 

 

None

 

Risk retained

 

 

 

 

 

$750,000

 

 

$750,000

 

Excess of loss coverage above risk retained

 

 

 

 

 

$3,750,000

 

 

$3,750,000

 

 

 

 

 

 

 

in excess of

 

 

in excess of

 

 

 

 

 

 

 

$750,000

 

 

$750,000

 

Total reinsurance coverage per occurrence

 

 

 

 

 

$3,750,000

 

 

$3,750,000

 

Losses per occurrence subject to reinsurance coverage

 

 

 

 

 

$4,500,000

 

 

$4,500,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Umbrella

 

 

 

 

 

 

 

 

 

 

 

 

Quota share treaty

 

 

 

 

 

None

 

 

None

 

  

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

 

 

 Treaty Year

 

 

 

July 1, 2020

 

 

July 1, 2019

 

 

July 1, 2018

 

 

 

to

 

 

to

 

 

to

 

Line of Business

 

June 30, 2021

 

 

June 30, 2020

 

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

Personal Lines:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Umbrella

 

 

 

 

 

 

 

 

 

Quota share treaty:

 

 

 

 

 

 

 

 

 

Percent ceded - first $1,000,000 of coverage

 

 

90%

 

 

90%

 

 

90%

Percent ceded - excess of $1,000,000 of coverage

 

 

95%

 

 

100%

 

 

100%

Risk retained

 

$300,000

 

 

$100,000

 

 

$100,000

 

Total reinsurance coverage per occurrence

 

$4,700,000

 

 

$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, 2021

 

 

June 30, 2020

 

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Lines:

 

 

 

 

 

 

 

 

 

 

 

 

General liability commercial policies

 

 

 

 

 

 

 

 

 

 

 

 

Quota share treaty

 

None

 

 

None

 

 

None

 

Risk retained

 

$750,000

 

 

$750,000

 

 

$750,000

 

Excess of loss coverage above risk retained

 

$3,750,000

 

 

$3,750,000

 

 

$3,750,000

 

 

 

in excess of

 

 

in excess of

 

 

in excess of

 

 

 

$750,000

 

 

$750,000

 

 

$750,000

 

Total reinsurance coverage per occurrence

 

$3,750,000

 

 

$3,750,000

 

 

$3,750,000

 

Losses per occurrence subject to reinsurance coverage

 

$4,500,000

 

 

$4,500,000

 

 

$4,500,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Umbrella

 

 

 

 

 

 

 

 

 

 

 

 

Quota share treaty:

 

None

 

 

None

 

 

 

 

 

Percent ceded - first $1,000,000 of coverage

 

 

 

 

 

 

 

 

 

 

90%

Percent ceded - excess of $1,000,000 of coverage

 

 

 

 

 

 

 

 

 

 

100%

Risk retained

 

 

 

 

 

 

 

 

 

$100,000

 

Total reinsurance coverage per occurrence

 

 

 

 

 

 

 

 

 

$4,900,000

 

Losses per occurrence subject to quota share reinsurance coverage

 

 

 

 

 

 

 

 

 

$5,000,000

 

Expiration date

 

 

 

 

 

 

 

 

 

June 30, 2019

 

(1)    Coverage on all commercial lines policies expired in September 2020; reinsurance coverage is based on treaties in effect on the date of loss.

 

The Company’s reinsurance program has been structured to enable the Company to 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.

 

 
F-30F-29

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

Approximate reinsurance recoverables on unpaid and paid losses by reinsurer at December 31, 20202021 and 20192020 are as follows:

 

 

 

 Unpaid

 

 

 Paid

 

 

 

 

 

 

 

($ in thousands)

 

Losses

 

 

Losses

 

 

Total

 

 

Security

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Cavello Bay Reinsurance Limited (1)

 

$2,850

 

 

$3,405

 

 

$6,255

 

 

$10,086

(2)

Swiss Reinsurance America Corporation

 

 

7,778

 

 

 

5,840

 

 

 

13,618

 

 

 

0

 

Hanover Rueck SE

 

 

4,909

 

 

 

2,897

 

 

 

7,806

 

 

 

0

 

Allied World Assurance Company

 

 

2,019

 

 

 

1,761

 

 

 

3,780

 

 

 

0

 

Others

 

 

2,598

 

 

 

884

 

 

 

3,482

 

 

 

732

(3)

Total

 

$20,154

 

 

$14,787

 

 

$34,941

 

 

$10,818

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cavello Bay Reinsurance Limited (1)

 

$4,036

 

 

$2,427

 

 

$6,463

 

 

$5,995

(2)

Swiss Reinsurance America Corporation

 

 

4,418

 

 

 

1,336

 

 

 

5,754

 

 

 

0

 

Hanover Rueck SE

 

 

3,156

 

 

 

522

 

 

 

3,678

 

 

 

0

 

SCOR Reinsurance Company

 

 

394

 

 

 

458

 

 

 

852

 

 

 

0

 

Allied World Assurance Company

 

 

760

 

 

 

170

 

 

 

930

 

 

 

0

 

Others

 

 

2,964

 

 

 

471

 

 

 

3,435

 

 

 

0

 

Total

 

$15,728

 

 

$5,385

 

 

$21,112

 

 

$5,995

 

 

 

 Unpaid

 

 

 Paid

 

 

 

 

 

($ in thousands) 

 

 Losses 

 

 

 Losses

 

 

 Total

 

 

 Security

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Cavello Bay Reinsurance Limited (1)

 

$2,134

 

 

$3,245

 

 

$5,379

 

 

$10,086(2)

Swiss Reinsurance America Corporation 

 

 

4,069

 

 

 

631

 

 

 

4,700

 

 

 

-

 

Hanover Rueck SE

 

 

2,474

 

 

 

1,176

 

 

 

3,650

 

 

 

-

 

Allied World Assurance Company 

 

 

1,098

 

 

 

29

 

 

 

1,127

 

 

 

-

 

Others 

 

 

863

 

 

 

1,415

 

 

 

2,278

 

 

 

791(3)

Total 

 

$10,638

 

 

$6,496

 

 

$17,134

 

 

$10,877

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cavello Bay Reinsurance Limited (1)

 

$2,850

 

 

$3,405

 

 

$6,255

 

 

$10,086(2)

Swiss Reinsurance America Corporation 

 

 

7,778

 

 

 

5,840

 

 

 

13,618

 

 

 

-

 

Hanover Rueck SE

 

 

4,909

 

 

 

2,897

 

 

 

7,806

 

 

 

-

 

Allied World Assurance Company 

 

 

2,019

 

 

 

1,761

 

 

 

3,780

 

 

 

-

 

Others 

 

 

2,598

 

 

 

884

 

 

 

3,482

 

 

 

732(3)

Total 

 

$20,154

 

 

$14,788

 

 

$34,941

 

 

$10,818

 

 

(Columns in the tables above may not sum to totals due to rounding)

 

(1)

On December 27, 2018, Enstar Group Limited announced that one of its wholly owned subsidiaries, Cavello Bay Reinsurance Limited, acquired Maiden Reinsurance North America, Inc.

(2)

Secured pursuant to collateralized trust agreements.

(3)

RepresentsAs of December 31, 2021 and 2020, represents $791,000 and $732,000, respectively, guaranteed by irrevocable letters of credit.

 

Assets held in the trusts referred to in footnote (2) in the table above are not included in the Company’s invested assets and investment income earned on these assets is credited to the reinsurers respectively. In addition to reinsurance recoverables on unpaid and paid losses, reinsurance receivables in the accompanying consolidated balance sheets as of December 31, 20202021 and 20192020 include unearned ceded premiums of approximately $282,000$23,159,000 and $19,638,000,$282,000, respectively.

 

Ceding Commission Revenue

 

The Company earnswill earn ceding commission revenue under the 2021/2023 Treaty based on a fixed provisional commission rate at which provisional ceding commissions will be earned. The Company earned ceding commission revenue under its expired quota share reinsurance agreements based on: (i) a fixed provisional commission rate at which provisional ceding commissions arewere earned, and (ii) a continuing 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.

 

 
F-31F-30

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

The Company’s estimated ultimate treaty year loss ratios (the “Loss Ratio(s)”) for treaties in effect during the year ended December 31, 2020 are attributable to contracts under the 2019/2020 Treaty. The Loss Ratios for treatiesThere was no quota share treaty in effect forduring the period from January 1, 2021 through December 30, 2021. In addition to the treaty that was in effect during the year ended December 31, 2019 are attributable to contracts under the 2019/2020, Treaty and 2017/2019 Treaty for the 2018/2019 Treaty Year, which expired on June 30, 2019 and was not renewed.

Under the 2019/2020 Treaty and the 2017/2019 Treaty for the 2018/2019 Treaty Year, the Company received an upfront fixed provisional ceding commission rate that is not subject to a sliding scale contingent adjustment. In addition to the treaties that were in effect during the years ended December 31, 2020 and 2019, 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:

 

 

 

  Years ended

 

 

 

December 31,

 

 

 

 2020

 

 

 2019

 

 

 

 

 

 

 Provisional ceding commissions earned

 

$14,119,180

 

 

$5,446,370

 

 Contingent ceding commissions earned

 

 

83,173

 

 

 

(795,519)

 

 

$14,202,353

 

 

$4,650,851

 

 

 

Year ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

Provisional ceding commissions earned

 

$233,990

 

 

$14,119,180

 

Contingent ceding commissions earned

 

 

(144,309)

 

 

83,173

 

 

 

$89,681

 

 

$14,202,353

 

 

Provisional ceding commissions are settled monthly. Balances due from reinsurers for contingent ceding commissions on quota share treaties are settled annuallyperiodically based on the Loss Ratio of each treaty year that ends on June 30.30, for the expired treaties that were subject to contingent commissions. 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 December 31, 20202021 and 2019,2020, net contingent ceding commissions payable to reinsurers under all treaties was approximately $2,604,000$2,881,000 and $2,886,000,$2,604,000, respectively, which is recorded in reinsurance balances payable on the accompanying consolidated balance sheets.

 

 
F-32F-31

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

 

Note 8 - Deferred Policy Acquisition Costs and Deferred Ceding Commission Revenue

 

Deferred policy acquisition costs incurred and policy-related ceding commission revenue are deferred and amortized to income on property and casualty insurance business as follows:

 

 

 

 Years ended

 

 

 

 December 31,

 

 

 

 2020

 

 

 2019

 

 

 

 

 

 

Net deferred policy acquisition costs, net of ceding

 

 

 

 

 

 

commission revenue, beginning of year

 

$12,898,980

 

 

$15,221,060

 

 

 

 

 

 

 

 

 

 

Cost incurred and deferred:

 

 

 

 

 

 

 

 

Commissions and brokerage

 

 

32,279,848

 

 

 

32,541,094

 

Other underwriting and policy acquisition costs

 

 

8,526,003

 

 

 

9,423,340

 

Ceding commission revenue

 

 

(13,680,042)

 

 

(3,754,889)

Net deferred policy acquisition costs

 

 

27,125,809

 

 

 

38,209,545

 

Return of deferred ceding commission revenue

 

 

 

 

 

 

 

 

due to reduction of quota share

 

 

7,202,741

 

 

 

0

 

Additional deferred ceding commission revenue

 

 

 

 

 

 

 

 

due to inception of quota share

 

 

0

 

 

 

(6,740,202)

Amortization

 

 

(27,178,534)

 

 

(33,791,423)

 

 

 

7,150,016

 

 

 

(2,322,080)

 

 

 

 

 

 

 

 

 

Net deferred policy acquisition costs, net of ceding

 

 

 

 

 

 

 

 

commission revenue, end of year

 

$20,048,996

 

 

$12,898,980

 

 

 

 Years ended

 

 

 

 December 31,

 

 

 

 2021

 

 

 2020

 

 

 

 

 

 

Net deferred policy acquisition costs, net of deferred ceding commission revenue, beginning of year

 

$20,048,996

 

 

$12,898,980

 

 

 

 

 

 

 

 

 

 

Cost incurred and deferred: 

 

 

 

 

 

 

 

 

Commissions and brokerage 

 

 

35,128,938

 

 

 

32,279,848

 

Other underwriting and policy acquisition costs 

 

 

8,841,557

 

 

 

8,526,003

 

Ceding commission revenue 

 

 

(7,257,909)

 

 

(13,680,042)

Net deferred policy acquisition costs

 

 

36,712,586

 

 

 

27,125,809

 

Return of deferred ceding commission revenue due to termination of quota share

 

 

-

 

 

 

7,202,741

 

Additional deferred ceding commission revenue due to inception of quota share

 

 

(9,686,577)

 

 

-

 

Amortization 

 

 

(34,584,526)

 

 

(27,178,534)

 

 

 

(7,558,517)

 

 

7,150,016

 

 

 

 

 

 

 

 

 

 

Net deferred policy acquisition costs, net of deferred ceding commission revenue, end of year

 

$12,490,479

 

 

$20,048,996

 

 

Deferred policy acquisition costs and deferred ceding commission revenue as of December 31, 20202021 and 20192020 are as follows:

 

 

 

 December 31,

 

 

 

 2020

 

 

 2019

 

 

 

 

 

 

Deferred policy acquisition costs

 

$20,142,515

 

 

$20,634,378

 

Deferred ceding commission revenue

 

 

(93,519)

 

 

(7,735,398)

Balance at end of period

 

$20,048,996

 

 

$12,898,980

 

 

 

 December 31,

 

 

 

 2021

 

 

 2020

 

 

 

 

 

 

 

 

Deferred policy acquisition costs

 

$22,238,987

 

 

$20,142,515

 

Deferred ceding commission revenue 

 

 

(9,748,508)

 

 

(93,519)

Balance at end of period

 

$12,490,479

 

 

$20,048,996

 

 

Note 9 – 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 fairKICO is required to maintain an investment in capital stock of FHLBNY.  Based on redemption provisions of FHLBNY, the stock has no quoted market value and is carried at cost.  At its discretion, FHLBNY may declare dividends on the stock.  Management reviews for impairment based on the ultimate recoverability of the investmentcost basis in dividend bearing common stock was $11,200the stock. At December 31, 2021 and $15,180 as of December 31, 2020, and 2019, respectively.no impairment has been recognized. 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.Advancesadvances. Advances are limited to 5% of KICO’s net admitted assets as of the previous quarter and are due and payable within one year of borrowing.  TheKICO is currently able to borrow on an overnight basis. If KICO has collateral, the maximum allowable advance as of December 31, 2021 and 2020 was approximately $12,066,000.$13,419,000 and $1,206,600 respectively. Advances are limited to 85% of the amount of available collateral, which was approximately $9,682,000 as of December 31, 2020.2021 and 2020 was $-0- and approximately $9,682,000, respectively. There were no borrowings under this facility during the years ended December 31, 20202021 and 2019.2020.

 

 
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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

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% per annum. 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% per annum. The balance of long-term debt as of December 31, 20202021 and 20192020 is as follows:

 

 

 

 December 31,

 

 

 December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

5.50% Senior Unsecured Notes

 

$30,000,000

 

 

$30,000,000

 

Discount

 

 

(64,883)

 

 

(97,325)

Issuance costs

 

 

(287,506)

 

 

(431,244)

Long-term debt, net

 

$29,647,611

 

 

$29,471,431

 

 

 

 December 31,

 

 

 December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

5.50% Senior Unsecured Notes

 

$30,000,000

 

 

$30,000,000

 

Discount

 

 

(32,442)

 

 

(64,883)

Issuance costs

 

 

(143,767)

 

 

(287,506)

Debt, net

 

$29,823,791

 

 

$29,647,611

 

 

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.points (“Make Whole Call”).

Due to the Make Whole Call, management intends to retire the Notes at or close to the scheduled maturity date in December 2022. Management plans to refinance the Notes with a new issue of debt of similar or longer maturity that would result in net proceeds equal to or greater than the principal amount of the current issue. In connection therewith, the Company has engaged an investment banker to serve as exclusive placement agent for a proposed offering by the Company of its securities (including debt, equity and/or preferred securities).   The engagement letter indicates that the offering would be of such size as to generate proceeds to the Company of no less than $30,000,000.  The Company also plans to use dividends paid to it by KICO, its insurance subsidiary, to repay the Notes.  Without the prior approval of the New York State Department of Financial Services, dividends are restricted to the lesser of 10% of surplus or 100% of investment income (on a statutory accounting basis) for the trailing 36 months, less dividends paid by KICO to the Company during such period.  As of December 31, 2021, the maximum distribution that KICO could pay the Company without prior regulatory approval was approximately $3,448,000.  Further, the Company plans to use available invested assets and cash to repay the Notes.  As of December 31, 2021, invested assets and cash was approximately $1,108,000.

 

The Company has used an aggregate $28,256,335 of the net proceeds from the offering to contribute capital to KICO in order to support additional growth. The remainder of the net proceeds is beingwas 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.

 

 
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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

 

Note 10 - Property and Equipment

 

The components of property and equipment are summarized as follows:

 

 

 

 

 

 Accumulated

 

 

 

 

 

 Cost 

 

 

 Depreciation 

 

 

 Net 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

Building

 

$2,344,188

 

 

$(760,302)

 

$1,583,886

 

Land

 

 

652,437

 

 

 

0

 

 

 

652,437

 

Furniture office equipment

 

 

802,325

 

 

 

(715,819)

 

 

86,506

 

Leasehold improvements

 

 

18,996

 

 

 

(2,712)

 

 

16,284

 

Computer equipment and software

 

 

14,187,456

 

 

 

(8,491,325)

 

 

5,696,131

 

Automobile

 

 

99,352

 

 

 

(51,473)

 

 

47,879

 

Total

 

$18,104,754

 

 

$(10,021,631)

 

$8,083,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Building

 

$2,344,188

 

 

$(663,200)

 

$1,680,988

 

Land

 

 

652,437

 

 

 

0

 

 

 

652,437

 

Furniture office equipment

 

 

802,325

 

 

 

(656,204)

 

 

146,121

 

Leasehold improvements

 

 

18,996

 

 

 

(226)

 

 

18,770

 

Computer equipment and software

 

 

10,861,385

 

 

 

(5,813,308)

 

 

5,048,077

 

Automobile

 

 

99,352

 

 

 

(25,109)

 

 

74,243

 

Total

 

$14,778,683

 

 

$(7,158,047)

 

$7,620,636

 

 

 

 

 

 Accumulated

 

 

 

 

 

 Cost 

 

 

 Depreciation 

 

 

 Net 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

Building

 

$2,344,188

 

 

$(855,558)

 

$1,488,630

 

Land

 

 

652,437

 

 

 

-

 

 

 

652,437

 

Furniture office equipment

 

 

802,325

 

 

 

(797,618)

 

 

4,707

 

Leasehold improvements 

 

 

18,996

 

 

 

(5,650)

 

 

13,346

 

Computer equipment and software

 

 

18,686,373

 

 

 

(11,601,776)

 

 

7,084,597

 

Automobile

 

 

99,352

 

 

 

(51,473)

 

 

47,879

 

Total 

 

$22,603,671

 

 

$(13,312,074)

 

$9,291,597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Building

 

$2,344,188

 

 

$(760,302)

 

$1,583,886

 

Land

 

 

652,437

 

 

 

-

 

 

 

652,437

 

Furniture office equipment

 

 

802,325

 

 

 

(715,819)

 

 

86,506

 

Leasehold improvements 

 

 

18,996

 

 

 

(2,712)

 

 

16,284

 

Computer equipment and software

 

 

14,187,456

 

 

 

(8,491,325)

 

 

5,696,131

 

Automobile

 

 

99,352

 

 

 

(51,473)

 

 

47,879

 

Total 

 

$18,104,754

 

 

$(10,021,631)

 

$8,083,123

 

 

Depreciation expense for the years ended December 31, 2021 and 2020 was $3,290,445 and 2019 was $2,864,583, and $2,375,946, respectively.

 

Note 11 - Property and Casualty Insurance Activity

 

Premiums written, ceded and earned are as follows:

 

 

 

 Direct 

 

 

 Assumed 

 

 

 Ceded 

 

 

 Net 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Premiums written

 

$169,317,904

 

 

$0

 

 

$(42,255,383)

 

$127,062,521

 

Change in unearned premiums

 

 

373,966

 

 

 

0

 

 

 

(19,355,858)

 

 

(18,981,892)

Premiums earned

 

$169,691,870

 

 

$0

 

 

$(61,611,241)

 

$108,080,629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums written

 

$171,214,091

 

 

$939

 

 

$(45,635,899)

 

$125,579,131

 

Change in unearned premiums

 

 

(11,350,864)

 

 

(243)

 

 

13,395,418

 

 

 

2,044,311

 

Premiums earned

 

$159,863,227

 

 

$696

 

 

$(32,240,481)

 

$127,623,442

 

 

 

Direct

 

 

Assumed

 

 

Ceded

 

 

Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Premiums written

 

$181,665,178

 

 

$-

 

 

$(52,909,694)

 

$128,755,484

 

Change in unearned premiums

 

 

(7,750,334)

 

 

-

 

 

 

22,876,569

 

 

 

15,126,235

 

Premiums earned

 

$173,914,844

 

 

$-

 

 

$(30,033,125)

 

$143,881,719

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums written

 

$169,317,904

 

 

$-

 

 

$(42,255,383)

 

$127,062,521

 

Change in unearned premiums

 

 

373,966

 

 

 

-

 

 

 

(19,355,858)

 

$(18,981,892)

Premiums earned

 

$169,691,870

 

 

$-

 

 

$(61,611,241)

 

$108,080,629

 

  

Premium receipts in advance of the policy effective date are recorded as advance premiums. The balance of advance premiums as of December 31, 2021 and 2020 was $2,693,466 and December 31, 2019 was $2,660,354, and $3,191,512, respectively.

 

 
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Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

The components of the liability for loss and LAE expenses and related reinsurance receivables as of December 31, 20202021 and 20192020 are as follows:

 

 

 

 Gross

 

 

 Reinsurance

 

 

 

Liability

 

 

Receivables

 

December 31, 2020

 

 

 

 

 

 

Case-basis reserves

 

$47,657,198

 

 

$15,432,347

 

Loss adjustment expenses

 

 

13,610,284

 

 

 

1,882,419

 

IBNR reserves

 

 

21,533,746

 

 

 

2,839,486

 

Recoverable on unpaid losses

 

 

 

 

 

 

20,154,252

 

Recoverable on paid losses

 

 

0

 

 

 

14,787,037

 

Total loss and loss adjustment expenses

 

$82,801,228

 

 

 

34,941,289

 

Unearned premiums

 

 

 

 

 

 

282,131

 

Receivables - reinsurance contracts

 

 

 

 

 

 

10,237,309

 

Total reinsurance receivables

 

 

 

 

 

$45,460,729

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

 

 

 

 

 

 

Case-basis reserves

 

$48,688,643

 

 

$12,894,469

 

Loss adjustment expenses

 

 

12,606,236

 

 

 

1,416,686

 

IBNR reserves

 

 

19,203,732

 

 

 

1,417,070

 

Recoverable on unpaid losses

 

 

 

 

 

 

15,728,225

 

Recoverable on paid losses

 

 

0

 

 

 

5,384,325

 

Total loss and loss adjustment expenses

 

$80,498,611

 

 

 

21,112,550

 

Unearned premiums

 

 

 

 

 

 

19,637,988

 

Total reinsurance receivables

 

 

 

 

 

$40,750,538

 

 

 

Gross

 

 

Reinsurance

 

 

 

Liability

 

 

Receivables

 

December 31, 2021

 

 

 

 

 

 

Case-basis reserves

 

$54,761,591

 

 

$7,839,767

 

Loss adjustment expenses

 

 

14,795,659

 

 

 

1,072,847

 

IBNR reserves

 

 

25,391,495

 

 

 

1,725,065

 

Recoverable on unpaid losses

 

 

 

 

 

 

10,637,679

 

Recoverable on paid losses

 

 

-

 

 

 

6,496,059

 

Total loss and loss adjustment expenses

 

$94,948,745

 

 

 

17,133,738

 

Unearned premiums

 

 

 

 

 

 

23,158,700

 

Receivables - reinsurance contracts

 

 

 

 

 

 

-

 

Total reinsurance receivables

 

 

 

 

 

$40,292,438

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

Case-basis reserves

 

$47,657,198

 

 

$15,432,347

 

Loss adjustment expenses

 

 

13,610,284

 

 

 

1,882,419

 

IBNR reserves

 

 

21,533,746

 

 

 

2,839,486

 

Recoverable on unpaid losses

 

 

 

 

 

 

20,154,252

 

Recoverable on paid losses

 

 

-

 

 

 

14,787,037

 

Total loss and loss adjustment expenses

 

$82,801,228

 

 

 

34,941,289

 

Unearned premiums

 

 

 

 

 

 

282,131

 

Receivables - reinsurance contracts

 

 

 

 

 

 

10,237,309

 

Total reinsurance receivables

 

 

 

 

 

$45,460,729

 

  

The following table provides a reconciliation of the beginning and ending balances for unpaid losses and LAE: 

 

 

 

Years ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

Balance at beginning of period

 

$82,801,228

 

 

$80,498,611

 

Less reinsurance recoverables

 

 

(20,154,251)

 

 

(15,728,224)

Net balance, beginning of period

 

 

62,646,977

 

 

 

64,770,387

 

 

 

 

 

 

 

 

 

 

Incurred related to:

 

 

 

 

 

 

 

 

Current year

 

 

101,987,855

 

 

 

66,389,907

 

Prior years

 

 

(15,259)

 

 

41,165

 

Total incurred

 

 

101,972,596

 

 

 

66,431,072

 

 

 

 

 

 

 

 

 

 

Paid related to:

 

 

 

 

 

 

 

 

Current year

 

 

60,171,695

 

 

 

41,100,578

 

Prior years

 

 

20,136,812

 

 

 

27,453,904

 

Total paid

 

 

80,308,507

 

 

 

68,554,482

 

 

 

 

 

 

 

 

 

 

Net balance at end of period

 

 

84,311,066

 

 

 

62,646,977

 

Add reinsurance recoverables

 

 

10,637,679

 

 

 

20,154,251

 

Balance at end of period

 

$94,948,745

 

 

$82,801,228

 

    

 

 

 Years ended

 

 

 

 December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

Balance at beginning of period

 

$80,498,611

 

 

$56,197,106

 

Less reinsurance recoverables

 

 

(15,728,224)

 

 

(15,671,247)

Net balance, beginning of period

 

 

64,770,387

 

 

 

40,525,859

 

 

 

 

 

 

 

 

 

 

Incurred related to:

 

 

 

 

 

 

 

 

Current year

 

 

66,389,907

 

 

 

79,044,301

 

Prior years

 

 

41,165

 

 

 

11,138,023

 

Total incurred

 

 

66,431,072

 

 

 

90,182,324

 

 

 

 

 

 

 

 

 

 

Paid related to:

 

 

 

 

 

 

 

 

Current year

 

 

41,100,578

 

 

 

42,861,207

 

Prior years

 

 

27,453,904

 

 

 

23,076,589

 

Total paid

 

 

68,554,482

 

 

 

65,937,796

 

 

 

 

 

 

 

 

 

 

Net balance at end of period

 

 

62,646,977

 

 

 

64,770,387

 

Add reinsurance recoverables

 

 

20,154,251

 

 

 

15,728,224

 

Balance at end of period

 

$82,801,228

 

 

$80,498,611

 

Incurred losses and LAE are net of reinsurance recoveries under reinsurance contracts of $968,220 and $27,951,005 for the years ended December 31, 2021 and 2020, respectively.

 

 
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Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

Incurred losses and LAE are net of reinsurance recoveries under reinsurance contracts of $27,951,005 and $12,769,015 for the years ended December 31, 2020 and 2019, respectively.

 

Prior year incurred loss and LAE development is based upon estimates by line of business and accident year. Prior year loss and LAE development incurred during the years ended December 31, 2021 and 2020 was $15,259 favorable and 2019 was $41,165 unfavorable, and $11,138,023 unfavorable, respectively. During the year ended December 31, 2019, the Company increased case reserves for certain older open liability claims, which primarily affected the ultimate loss projections for commercial lines business. This was in response to management’s detailed review of open liability claims that resulted in new assessments of carried case and incurred but not reported (“IBNR”) reserve levels, giving consideration to both Company and industry trends.

 

Loss and LAE reserves

 

The reserving process for loss and LAE reserves provides for the Company’s best estimate at a particular point in time of the ultimate unpaid cost of all losses and LAE incurred, including settlement and administration of losses, and is based on facts and circumstances then known including losses that have occurred but that have not yet been reported. The process relies on standard actuarial reserving methodologies, judgments relative to estimates of ultimate claim severity and frequency, the length of time before losses will develop to their ultimate level (‘tail’ factors), and the likelihood of changes in the law or other external factors that are beyond the Company’s control. Several actuarial reserving methodologies are used to estimate required loss reserves. The process produces carried reserves set by management based upon the actuaries’ best estimate and is the cumulative combination of the best estimates made by line of business, accident year, and loss and LAE. The amount of loss and LAE reserves for individual reported claims (the “case reserve”) is determined by the claims department and changes over time as new information is gathered. Such information is critical to the review of appropriate IBNR reserves and 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.

 

F-37

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

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.

F-36

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

 

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 may 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.

 

Frequency / Severity Based Methods – historical measurements of claim frequency and average paid claim size (severity) are reviewed for more mature accident years where a majority of claims have been reported and/or closed. These historical averages are trended forward to more recent periods in order to estimate ultimate losses for newer accident years that are not yet fully developed. These methods are useful for lines of business with slow and/or volatile loss development patterns, such as liability lines where information pertaining to individual cases may not be completely known for many years. The claim frequency and severity information for older periods can then be used as reasonable measures for developing a range of estimates for more recent immature periods.

 

Management’s best estimate of required reserves is generally based on an average of the methods above, with appropriate weighting of 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.

 

Three 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, the loss development factor selections used in the loss development methods, and the loss severity assumptions used in the frequency / severity method described above. The loss ratio estimates used in the BF methods are selected after reviewing historical accident year loss ratios adjusted for rate changes, trend, and mix of business. The loss severity assumptions used in the frequency / severity method are determined by reviewing historical average claim severity for older more mature accident periods, trended forward to less mature accident periods.

 

COVID-19 has introduced additional uncertainty to recent claim trends. The Company reviews the carried reserves levels on a regular basis as additional information becomes available and makes adjustments in the periods in which such adjustments are determined to be necessary. The Company is not aware of any other claim trends that have emerged or that would cause future adverse development that have not already been contemplated in setting current carried reserves levels.

 

F-38

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

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 December 31, 20172018 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.

F-37

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

 

The following is information about incurred and paid claims development as of December 31, 2020,2021, net of reinsurance, as well as the cumulative reported claims by accident year and total IBNR reserves as of December 31, 20202021 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, 20112012 to December 31, 20192020 is presented as supplementary unaudited information.

 

F-39

Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

All Lines of Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except reported claims data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance

 

 

December 31, 2020

 

 

 

For the Years Ended December 31,

 

 

IBNR

 

 

Cumulative Number

of Reported

Claims by

Accident Year

 

Accident Year

 

2011

 

 

2012

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

 

 

 

 

 

 

(Unaudited 2011 - 2019)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

$7,603

 

 

$7,678

 

 

$8,618

 

 

$9,440

 

 

$9,198

 

 

$9,066

 

 

$9,144

 

 

$9,171

 

 

$9,127

 

 

$9,128

 

 

$0

 

 

 

1,914

 

2012

 

 

 

 

 

 

9,539

 

 

 

9,344

 

 

 

10,278

 

 

 

10,382

 

 

 

10,582

 

 

 

10,790

 

 

 

10,791

 

 

 

11,015

 

 

 

10,885

 

 

 

13

 

 

 

4,704

(1) 

2013

 

 

 

 

 

 

 

 

 

 

10,728

 

 

 

9,745

 

 

 

9,424

 

 

 

9,621

 

 

 

10,061

 

 

 

10,089

 

 

 

10,607

 

 

 

10,495

 

 

 

5

 

 

 

1,563

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,193

 

 

 

14,260

 

 

 

14,218

 

 

 

14,564

 

 

 

15,023

 

 

 

16,381

 

 

 

16,428

 

 

 

257

 

 

 

2,138

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22,340

 

 

 

21,994

 

 

 

22,148

 

 

 

22,491

 

 

 

23,386

 

 

 

23,291

 

 

 

312

 

 

 

2,556

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,062

 

 

 

24,941

 

 

 

24,789

 

 

 

27,887

 

 

 

27,966

 

 

 

461

 

 

 

2,878

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31,605

 

 

 

32,169

 

 

 

35,304

 

 

 

36,160

 

 

 

654

 

 

 

3,391

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

54,455

 

 

 

56,351

 

 

 

58,441

 

 

 

1,928

 

 

 

4,208

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

75,092

 

 

 

72,368

 

 

 

9,547

 

 

 

4,442

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

63,083

 

 

 

11,421

 

 

 

5,596

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$328,244

 

 

 

 

 

 

 

 

 

(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

 

 

 

For the Years Ended December 31,

 

Accident Year

 

2011

 

 

2012

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

 

(Unaudited 2011 - 2019)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

$3,740

 

 

$5,117

 

 

$6,228

 

 

$7,170

 

 

$8,139

 

 

$8,540

 

 

$8,702

 

 

$8,727

 

 

$8,789

 

 

$9,106

 

2012

 

 

 

 

 

 

3,950

 

 

 

5,770

 

 

 

7,127

 

 

 

8,196

 

 

 

9,187

 

 

 

10,236

 

 

 

10,323

 

 

 

10,428

 

 

 

10,451

 

2013

 

 

 

 

 

 

 

 

 

 

3,405

 

 

 

5,303

 

 

 

6,633

 

 

 

7,591

 

 

 

8,407

 

 

 

9,056

 

 

 

9,717

 

 

 

10,016

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,710

 

 

 

9,429

 

 

 

10,738

 

 

 

11,770

 

 

 

13,819

 

 

 

14,901

 

 

 

15,491

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,295

 

 

 

16,181

 

 

 

18,266

 

 

 

19,984

 

 

 

21,067

 

 

 

22,104

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,364

 

 

 

19,001

 

 

 

21,106

 

 

 

23,974

 

 

 

25,234

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,704

 

 

 

24,820

 

 

 

28,693

 

 

 

31,393

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,383

 

 

 

44,516

 

 

 

50,553

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40,933

 

 

 

54,897

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

39,045

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$268,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net liability for unpaid loss and allocated loss adjustment expenses for the accident years presented

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$59,953

 

All outstanding liabilities before 2011, net of reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

94

 

Liabilities for loss and allocated loss adjustment expenses, net of reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$60,047

 

All Lines of Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

(in thousands, except reported claims data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance

 

 

December 31, 2021

 

 

 

For the Years Ended December 31,

 

 

IBNR

 

 

Cumulative Number of Reported Claims by Accident Year

 

Accident Year

 

2012

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

 

 

 

 

 

 

(Unaudited 2012 - 2020)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

$9,539

 

 

$9,344

 

 

$10,278

 

 

$10,382

 

 

$10,582

 

 

$10,790

 

 

$10,791

 

 

$11,015

 

 

$10,885

 

 

$10,881

 

 

$10

 

 

 

4,704

(1)

2013

 

 

 

 

 

 

10,728

 

 

 

9,745

 

 

 

9,424

 

 

 

9,621

 

 

 

10,061

 

 

 

10,089

 

 

 

10,607

 

 

 

10,495

 

 

 

10,529

 

 

 

49

 

 

 

1,564

 

2014

 

 

 

 

 

 

 

 

 

 

14,193

 

 

 

14,260

 

 

 

14,218

 

 

 

14,564

 

 

 

15,023

 

 

 

16,381

 

 

 

16,428

 

 

 

16,434

 

 

 

35

 

 

 

2,138

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22,340

 

 

 

21,994

 

 

 

22,148

 

 

 

22,491

 

 

 

23,386

 

 

 

23,291

 

 

 

23,528

 

 

 

201

 

 

 

2,558

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,062

 

 

 

24,941

 

 

 

24,789

 

 

 

27,887

 

 

 

27,966

 

 

 

27,417

 

 

 

232

 

 

 

2,880

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31,605

 

 

 

32,169

 

 

 

35,304

 

 

 

36,160

 

 

 

36,532

 

 

 

424

 

 

 

3,397

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

54,455

 

 

 

56,351

 

 

 

58,441

 

 

 

59,404

 

 

 

891

 

 

 

4,224

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

75,092

 

 

 

72,368

 

 

 

71,544

 

 

 

6,269

 

 

 

4,475

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

63,083

 

 

 

62,833

 

 

 

5,533

 

 

 

5,839

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

96,425

 

 

 

16,479

 

 

 

5,572

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total

 

 

$415,527

 

 

 

 

 

 

 

 

 

(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

 

 

 

For the Years Ended December 31,

 

Accident Year

 

2012

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

 

(Unaudited 2012 - 2020)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

$3,950

 

 

$5,770

 

 

$7,127

 

 

$8,196

 

 

$9,187

 

 

$10,236

 

 

$10,323

 

 

$10,428

 

 

$10,451

 

 

$10,579

 

2013

 

 

 

 

 

 

3,405

 

 

 

5,303

 

 

 

6,633

 

 

 

7,591

 

 

 

8,407

 

 

 

9,056

 

 

 

9,717

 

 

 

10,016

 

 

 

10,392

 

2014

 

 

 

 

 

 

 

 

 

 

5,710

 

 

 

9,429

 

 

 

10,738

 

 

 

11,770

 

 

 

13,819

 

 

 

14,901

 

 

 

15,491

 

 

 

15,770

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,295

 

 

 

16,181

 

 

 

18,266

 

 

 

19,984

 

 

 

21,067

 

 

 

22,104

 

 

 

22,318

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,364

 

 

 

19,001

 

 

 

21,106

 

 

 

23,974

 

 

 

25,234

 

 

 

25,750

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,704

 

 

 

24,820

 

 

 

28,693

 

 

 

31,393

 

 

 

32,529

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,383

 

 

 

44,516

 

 

 

50,553

 

 

 

52,025

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40,933

 

 

 

54,897

 

 

 

58,055

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

39,045

 

 

 

50,719

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

56,282

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

$334,417

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net liability for unpaid loss and allocated loss adjustment expenses for the accident years presented

$

81,110

 

All outstanding liabilities before 2012, net of reinsurance

108

 

Liabilities for loss and allocated loss adjustment expenses, net of reinsurance

$

81,218

 

 

(Components may not sum to totals due to rounding)

  

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.

 

 
F-40F-38

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

The reconciliation of the net incurred and paid claims development tables to the liability for loss and LAE reserves in the consolidated balance sheet is as follows:

 

Reconciliation of the Disclosure of Incurred and Paid Loss Development

to the Liability for Loss and LAE Reserves

 

 

 

 

 

As of

 

(in thousands)

 

December 31, 2020

 

Liabilities for allocated loss and loss adjustment expenses, net of reinsurance

 

$60,047

 

Total reinsurance recoverable on unpaid losses

 

 

20,154

 

Unallocated loss adjustment expenses

 

 

2,600

 

Total gross liability for loss and LAE reserves

 

$82,801

 

Reconciliation of the Disclosure of Incurred and Paid Loss Development

to the Liability for Loss and LAE Reserves

 

 

 

 

 

As of

 

(in thousands)

 

December 31, 2021

 

Liabilities for allocated loss and loss adjustment expenses, net of reinsurance

 

$81,218

 

Total reinsurance recoverable on unpaid losses

 

 

10,638

 

Unallocated loss adjustment expenses

 

 

3,093

 

Total gross liability for loss and LAE reserves

 

$94,949

 

 

The following is supplementary unaudited information about average historical claims duration as of December 31, 2020:2021:

  

Average Annual Percentage Payout of Incurred Loss and Allocated Loss Adjustment Expenses by Age, Net of Reinsurance

 

Years

 

 

1

 

 

 

2

 

 

 

3

 

 

 

4

 

 

 

5

 

 

 

6

 

 

 

7

 

 

 

8

 

 

 

9

 

 

 

10

 

All Lines of Business

 

 

47.2%

 

 

18.3%

 

 

10.3%

 

 

8.7%

 

 

8.2%

 

 

6.2%

 

 

3.1%

 

 

1.4%

 

 

0.5%

 

 

3.5%

Average Annual Percentage Payout of Incurred Loss and Allocated Loss Adjustment Expenses by Age, Net of Reinsurance

 

Years

 

 

1

 

 

 

2

 

 

 

3

 

 

 

4

 

 

 

5

 

 

 

6

 

 

 

7

 

 

 

8

 

 

 

9

 

 

 

10

 

All Lines of Business

 

 

49.0%

 

 

18.7%

 

 

9.3%

 

 

7.5%

 

 

6.9%

 

 

5.7%

 

 

2.9%

 

 

1.8%

 

 

1.9%

 

 

1.2%

    

The percentages in the above table do not add up to 100 because the percentages represent averages across all accident years at each development stage.

 

Note 12 – Stockholders’ Equity

 

Dividends Declared

 

Dividends declared and paid on Common Stock were $1,957,142$1,694,148 and $3,501,366$1,957,142 for the years ended December 31, 20202021 and 2019,2020, respectively. The Company announced on February 1, 20212, 2022 that its Board of Directors approved a quarterly dividend of $0.04 per share payable in cash on March 15, 20212022 to stockholders of record as of February 26, 202128, 2022 (see Note 19 - Subsequent Events).

 

Stock Options

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 were initially 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 expire no later than ten years from the date of grant (except no later than five years for a grant to a 10% stockholder). Non-statutory stock options granted under the 2014 Plan expire no later than ten years from the date of grant. The Board of Directors or the Compensation Committee determines the vesting provisions for stock awards granted under the 2014 Plan, subject to the provisions of the 2014 Plan. On August 5, 2020, the Company’s stockholders approved amendments to the 2014 Plan, including an increase in the maximum number of shares of Common Stock of the Company that are authorized to be issued pursuant to the 2014 Plan to 1,400,000.

 

 
F-41F-39

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

The results of operations for the years ended December 31, 20202021 and 20192020 include stock-based compensation expense for stock options totaling approximately $68,000$55,000 and $30,000,$68,000, respectively. Stock-based compensation expense related to stock options for the years ended December 31, 20202021 and 20192020 is net of estimated forfeitures of approximately 16% and 17%, respectively.for both periods. Such amounts have been included in the consolidated statements of operations and comprehensive income (loss) within other operating expenses.

 

No options were granted during the year ended December 31, 2021. The weighted average estimated fair value of stock options granted during the yearsyear ended December 31, 2020 and 2019 was $1.66 per share and $1.91 per share, respectively.share. The fair value of stock options at the grant date was estimated using the Black-Scholes option-pricing model.

 

The following weighted average assumptions were used for grants during the following periods:

 

 

 

 

 Years ended

 

 

 

 December 31,

 

 

 

 2020

 

 

 2019

 

 

 

 

 

 

 

 

Dividend Yield

 

 

3.14%

 

 

2.87%

Volatility

 

 

37.69%

 

 

36.11%

Risk-Free Interest Rate

 

 

1.40%

 

 

1.61%

Expected Life

 

 

2.75 years

 

3.25 years

 

 Years ended

 December 31,

 2021

 2020

Dividend Yield

n/a

3.14%

Volatility

n/a

37.69%

Risk-Free Interest Rate

n/a

1.40%

Expected Life

n/a

2.75 years

 

The Black-Scholes option pricing 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 the Company’s 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 the Company’s stock options.

 

A summary of stock option activity under the Company’s 2014 Plan for the year ended December 31, 20202021 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, 2020

 

 

82,000

 

 

$8.61

 

 

 

3.38

 

 

$0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

74,523

 

 

$7.96

 

 

 

4.08

 

 

$-

 

Exercised

 

 

-

 

 

$0

 

 

 

-

 

 

$-

 

Forfeited

 

 

(36,557)

 

$8.43

 

 

 

-

 

 

$(308,340)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2020

 

 

119,966

 

 

$8.26

 

 

 

3.55

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and Exercisable at December 31, 2020

 

 

50,000

 

 

$8.45

 

 

 

1.05

 

 

$0

 

Stock Options

 

Number of

Shares

 

 

 Weighted

Average

Exercise Price

per Share

 

 

 Weighted

Average

Remaining

Contractual Term

 

 

 Aggregate

Intrinsic Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2021

 

 

119,966

 

 

$8.26

 

 

 

3.55

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

Exercised

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

Expired/Forfeited

 

 

(12,765)

 

$7.86

 

 

 

-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2021

 

 

107,201

 

 

$8.31

 

 

 

2.92

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and Exercisable at December 31, 2021

 

 

37,500

 

 

$8.72

 

 

 

2.73

 

 

$-

 

 

 
F-42F-40

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

The aggregate intrinsic value of options outstanding and options exercisable at December 31, 20202021 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 $6.65$5.00 closing price of the Company’s Common Stock on December 31, 2020.2021. No options were exercised during the year ended December 31, 2020.2021. The total intrinsic value of options forfeited during the year ended December 31, 20202021 was $-0-, determined as of the date of forfeiture.

 

Participants in the 2014 Plan may exercise their outstanding vested options, in whole or in part, by having the Company reduce the number of shares otherwise issuable by a number of shares having a fair market value equal to the exercise price of the option being exercised (“Net Exercise”), or by exchanging a number of shares owned for a period of greater than one year having a fair market value equal to the exercise price of the option being exercised (“Share Exchange”). The Company received cash proceeds of $23,550 from the exercise of options for the purchase of 3,000 shares of common stock during the year ended December 31, 2019. 

 

As of December 31, 2020,2021, the estimated fair value of unamortized compensation cost related to unvested stock option awards was approximately $64,000.$9,000. Unamortized compensation cost as of December 31, 20202021 is expected to be recognized over a remaining weighted-average vesting period of 1.270.50 years.

 

As of December 31, 2020,2021, there were 843,316440,774 shares reserved for grants under the 2014 Plan.

  

Restricted Stock Awards

 

A summary of the restricted Common Stock activity under the Company’s 2014 Plan for the year ended December 31, 20202021 is as follows:

 

Restricted Stock Awards

 

Shares

 

 

 Weighted Average Grant Date Fair Value per Share

 

 

 Aggregate Fair Value

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2020

 

 

213,929

 

 

$16.51

 

 

$3,554,174

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

242,974

 

 

$7.66

 

 

$1,860,525

 

Vested

 

 

(66,673)

 

$16.97

 

 

$(1,331,254)

Forfeited

 

 

(19,266)

 

$15.18

 

 

$(292,455)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

 

370,964

 

 

$9.96

 

 

$3,990,999

 

Restricted Stock Awards

 

Shares

 

 

 Weighted

Average Grant

Date Fair Value

per Share

 

 

 Aggregate

Fair Value

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2021

 

 

370,964

 

 

$9.96

 

 

$3,990,999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

392,435

 

 

$8.01

 

 

$3,144,323

 

Vested

 

 

(114,432)

 

$9.27

 

 

$(1,060,727)

Forfeited

 

 

(20,436)

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2021

 

 

628,531

 

 

$7.01

 

 

$6,074,595

 

 

Fair value was calculated using the closing price of the Company’s Common Stock on the grant date. For the years ended December 31, 20202021 and 2019,2020, stock-based compensation for these grants was approximately $1,703,000$1,846,000 and $1,472,000,$1,703,000, respectively, which is included in other operating expenses on the accompanying consolidated statements of operations and comprehensive income.income (loss). These amounts reflect the Company’s accounting expense and do not correspond to the actual value that will be recognized by the directors, executives and employees.

 

Employee Stock Purchase Plan

On June 19, 2021, the Company’s Board of Directors adopted the Kingstone Companies, Inc. Employee Stock Purchase Plan (the “ESPP”), subject to stockholder approval. Such approval was obtained on August 10, 2021. The purpose of the ESPP is to provide eligible employees of the Company with an opportunity to use payroll deductions to purchase shares of Common Stock of the Company. The maximum number of shares of Common Stock that may be purchased under the ESPP is 750,000, subject to adjustment as provided for in the ESPP. The ESPP was effective August 10, 2021 and expires on August 10, 2031. A maximum of 5,000 shares of Common Stock may be purchased by an employee during any offering period.

 
F-43F-41

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

The ESPP currently provides for an offering period from November 1, 2021 through October 31, 2022 (“2021/2022 Offering”). For the years ended December 31, 2021 and 2020, AND 2019

stock-based compensation under the 2021/2022 Offering was approximately $4,000 and $-0-, respectively, which is included in other operating expenses on the accompanying consolidated statements of operations and comprehensive income (loss).

 

Note 13 - Statutory Financial Information and Accounting Policies

 

For regulatory purposes, KICO prepares its statutory basis financial based on statutory accounting principles prescribed or permitted by the New York State Department of Financial Services (the “DFS”). The DFS requires insurance companies domiciled in New York State to prepare their statutory financial statements in accordance with Statements of Statutory Accounting Principles as promulgated by the National Association of Insurance Commissioners (the “NAIC”), subject to any deviations prescribed or permitted by the DFS. These statutory accounting practices differ substantially from GAAP used by most business entities. The more significant variances from GAAP are as follows:

 

•  ·

Policy acquisition costs are charged to operations in the year such costs are incurred, rather than being deferred and amortized as premiums are earned over the terms of the policies.

 

 

•  ·

Ceding commission revenues are earned when ceded premiums are written except for ceding commission revenues in excess of anticipated acquisition costs, which are deferred and amortized as ceded premiums are earned. GAAP requires that all ceding commission revenues be earned as the underlying ceded premiums are earned over the term of the reinsurance agreements.

 

 

•  ·

Certain assets including certain receivables, a portion of the net deferred tax asset, prepaid expenses and furniture and equipment are not admitted.

 

 

•  ·

Investments in fixed-maturity securities are valued at NAIC value for statutory financial purposes, which is primarily amortized cost. GAAP requires certain investments in fixed-maturity securities classified as available-for-sale, to be reported at fair value.

 

 

•  ·

Certain amounts related to ceded reinsurance are reported on a net basis within the statutory basis financial statements. GAAP requires these amounts to be shown gross.

 

·

For SAP purposes, changes in deferred income taxes relating to temporary differences between net income for financial reporting purposes and taxable income are recognized as a separate component of gains and losses in surplus rather than included in income tax expense or benefit as required under GAAP.

 

State insurance laws restrict the ability of KICO to declare dividends. These restrictions are related to surplus and net investment income. Dividends are restricted to the lesser of 10% of surplus or 100% of investment income (on a statutory accounting basis) for the trailing 36 months, net of dividends paid by KICO during such period. State insurance regulators require insurance companies to maintain specified levels of statutory capital and surplus. Generally, dividends may only be paid out of unassigned surplus, and the amount of an insurer’s unassigned surplus following payment of any dividends must be reasonable in relation to the insurer’s outstanding liabilities and adequate to meet its financial needs. For the years ended December 31, 20202021 and 2019,2020, KICO paid dividends to Kingstone of $3,500,000 and $6,000,000, and $7,000,000, respectively. On February 18, 2021, KICO’s Board of Directors approved a cash dividend of $1,000,000 to Kingstone, which was paid on February 25, 2021. For the years ended December 31, 20202021 and 2019,2020, KICO recorded statutory basis net lossincome (loss) of $1,724,180$1,259,672 and $4,519,183,$(1,724,180), respectively. At December 31, 20202021 and 2019,2020, KICO reported statutory basis surplus as regards policyholders of $85,595,339$84,599,711 and $93,844,197,$85,595,339, respectively, as filed with the DFS.

 

Statutory Surplus

In December 2019, the Company made a surplus contribution of $3,256,335 to KICO. See Note 9 – Debt for further detail regarding this contribution. 

 
F-44F-42

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

 

Note 14 - Risk Based Capital

 

State insurance departments impose risk-based capital (“RBC”) requirements on insurance enterprises. The RBC Model serves as a benchmark for the regulation of insurance companies by state insurance regulators. RBC provides for targeted surplus levels based on formulas, which specify various weighting factors that are applied to financial balances or various levels of activity based on the perceived degree of risk, and are set forth in the RBC requirements. Such formulas focus on four general types of risk: (a) the risk with respect to the company’s assets (asset or default risk); (b) the risk of default on amounts due from reinsurers, policyholders, or other creditors (credit risk); (c) the risk of underestimating liabilities from business already written or inadequately pricing business to be written in the coming year (underwriting risk); and, (d) the risk associated with items such as excessive premium growth, contingent liabilities, and other items not reflected on the balance sheet (off-balance sheet risk). The amount determined under such formulas is called the authorized control level RBC (“ACL”).

 

The RBC guidelines define specific capital levels based on a company’s ACL that are determined by the ratio of the company’s total adjusted capital (“TAC”) to its ACL. TAC is equal to statutory capital, plus or minus certain other specified adjustments. The Company’s TAC was above the ACL for each of the last two years and is in compliance with RBC requirements as of December 31, 20202021 and 2019.2020.

 

Note 15 – 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.

 

The provision for income taxes is comprised of the following:

 

Years ended December 31,

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Current federal income tax expense (benefit)

 

$(5,366,759)

 

$174,779

 

Current state income tax expense (benefit)

 

 

(2,736)

 

 

238

 

Deferred federal and state income tax expense (benefit)

 

 

3,109,295

 

 

 

(1,991,208)

 

 

 

 

 

 

 

 

 

Income tax benefit

 

$(2,260,200)

 

$(1,816,191)

Years ended ended December 31,

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Current federal income tax expense (benefit)

 

$167,622

 

 

$(5,366,759)

Current state income tax expense (benefit)

 

 

1,675

 

 

 

(2,736)

Deferred federal and state income tax (benefit) expense

 

 

(2,200,433)

 

 

3,109,295

 

Income tax benefit

 

$(2,031,136)

 

$(2,260,200)

  

 
F-45F-43

Table of Contents

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

A reconciliation of the federal statutory rate to the Company’s effective tax rate is as follows:

 

Years ended December 31,

 

2020

 

 

2019

 

Computed expected tax (benefit) expense

 

$(270,440)

 

 

21.0%

 

$(1,634,334)

 

 

21.0%

State taxes, net of federal benefit

 

 

(233,752)

 

 

18.2

 

 

 

(247,909)

 

 

3.2

 

State valuation allowance

 

 

292,087

 

 

 

(22.7)

 

 

261,573

 

 

 

(3.4)

Benefit of higher tax brackets in NOL carryback - current year

 

 

(754,829)

 

 

58.6

 

 

 

0

 

 

 

-

 

Benefit of higher tax brackets in NOL carryback - prior year

 

 

(1,274,465)

 

 

99.0

 

 

 

0

 

 

 

-

 

Permanent differences

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends received deduction

 

 

(118,113)

 

 

9.2

 

 

 

(97,631)

 

 

1.3

 

Non-taxable investment income

 

 

(55,752)

 

 

4.3

 

 

 

(39,901)

 

 

0.5

 

Excess benefit from stock-based compensation

 

 

0

 

 

 

-

 

 

 

184

 

 

 

-

 

Stock-based compensation

 

 

125,923

 

 

 

(9.8)

 

 

80,453

 

 

 

(1.0)

Other permanent differences

 

 

46,108

 

 

 

(3.6)

 

 

(15,961)

 

 

0.2

 

Prior year tax matters

 

 

(77,625)

 

 

6.0

 

 

 

(91,748)

 

 

1.2

 

Other

 

 

60,658

 

 

 

(4.7)

 

 

(30,917)

 

 

0.3

 

Income tax benefit, as reported

 

$(2,260,200)

 

 

175.5%

 

$(1,816,191)

 

 

23.3%

Years ended December 31,

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Computed expected tax benefit

 

$(1,975,982)

 

 

21.0%

 

$(270,440)

 

 

21.0%

State taxes, net of Federal benefit

 

 

(221,879)

 

 

2.4

 

 

 

(233,752)

 

 

18.2

 

State valuation allowance

 

 

224,117

 

 

 

(2.4)

 

 

292,087

 

 

 

(22.7)

Benefit of higher tax brackets in NOL carryback - current year

 

 

-

 

 

 

-

 

 

 

(754,829)

 

 

58.6

 

Benefit of higher tax brackets in NOL carryback - prior year

 

 

-

 

 

 

-

 

 

 

(1,274,465)

 

 

99.0

 

Permanent differences

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends received deduction

 

 

(152,147)

 

 

1.6

 

 

 

(118,113)

 

 

9.2

 

Non-taxable investment income

 

 

(75,045)

 

 

0.8

 

 

 

(55,752)

 

 

4.3

 

Stock-based compensation

 

 

55,486

 

 

 

(0.6)

 

 

125,923

 

 

 

(9.8)

Other permanent differences

 

 

56,798

 

 

 

(0.6)

 

 

46,108

 

 

 

(3.6)

Prior year tax matters

 

 

107,173

 

 

 

(1.1)

 

 

(77,625)

 

 

6.0

 

Other

 

 

(49,657)

 

 

0.5

 

 

 

60,658

 

 

 

(4.7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit, as reported

 

$(2,031,136)

 

 

21.6%

 

$(2,260,200)

 

 

175.5%

  

Deferred tax assets and liabilities are determined using the enacted tax rates applicable to the period the temporary differences are expected to be recovered. Accordingly, the current period income tax provision can be affected by the enactment of new tax rates. The net deferred income taxes on the balance sheets reflect temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and income tax purposes, tax effected at various rates depending on whether the temporary differences are subject to federal taxes, state taxes, or both.

 

Significant components of the Company’s deferred tax assets and liabilities are as follows:

 

 

 

 December 31,

 

 

 December 31,

 

 

 

 2020

 

 

 2019

 

 

 

 

 

 

 

 

Deferred tax asset:

 

 

 

 

 

 

Net operating loss carryovers (1)

 

$0

 

 

$1,586,247

 

Claims reserve discount

 

 

838,030

 

 

 

839,959

 

Unearned premium

 

 

3,880,275

 

 

 

3,105,344

 

Deferred ceding commission revenue

 

 

19,639

 

 

 

1,624,434

 

Other

 

 

648,691

 

 

 

462,019

 

Total deferred tax assets

 

 

5,386,635

 

 

 

7,618,003

 

 

 

 

 

 

 

 

 

 

Deferred tax liability:

 

 

 

 

 

 

 

 

Investment in KICO (2)

 

 

759,543

 

 

 

759,543

 

Deferred acquisition costs

 

 

4,229,928

 

 

 

4,333,219

 

Intangibles

 

 

105,000

 

 

 

105,000

 

Depreciation and amortization

 

 

954,446

 

 

 

312,298

 

Net unrealized gains (losses) of securities

 

 

3,494,631

 

 

 

1,796,891

 

Total deferred tax liabilities

 

 

9,543,548

 

 

 

7,306,951

 

 

 

 

 

 

 

 

 

 

Net deferred income tax (liability) asset

 

$(4,156,913)

 

$311,052

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Deferred tax asset:

 

 

 

 

 

 

Net operating loss carryovers (1)

 

$1,112,318

 

 

$0

 

Claims reserve discount

 

 

1,186,789

 

 

 

838,030

 

Unearned premium

 

 

3,246,364

 

 

 

3,880,275

 

Deferred ceding commission revenue

 

 

2,047,187

 

 

 

19,639

 

Other

 

 

1,220,898

 

 

 

648,691

 

Total deferred tax assets

 

 

8,813,556

 

 

 

5,386,635

 

 

 

 

 

 

 

 

 

 

Deferred tax liability:

 

 

 

 

 

 

 

 

Investment in KICO (2)

 

 

759,543

 

 

 

759,543

 

Deferred acquisition costs

 

 

4,670,187

 

 

 

4,229,928

 

Intangibles

 

 

105,000

 

 

 

105,000

 

Depreciation and amortization

 

 

1,046,817

 

 

 

954,446

 

Net unrealized gains of securities

 

 

2,039,756

 

 

 

3,494,631

 

Total deferred tax liabilities

 

 

8,621,303

 

 

 

9,543,548

 

 

 

 

 

 

 

 

 

 

Net deferred income tax asset (liability)

 

$192,253

 

 

$(4,156,913)

  

 
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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

(1)The deferred tax assets from net operating loss carryovers are as follows:

 

 

 December 31,

 

 

 December 31,

 

 

 

 Type of NOL

 

 2020

 

 

 2019

 

 

Expiration

 

 

 

 

 

 

 

 

 

 

 

Federal only, current year (A)

 

 

1,200,056

 

 

 

1,517,866

 

 

 

 

NOL carried back

 

 

(1,200,056)

 

 

(1,517,866)

 

 

 

Federal only, current year

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State only (B)

 

 

1,815,546

 

 

 

1,616,568

 

 

December 31, 2040

 

Valuation allowance

 

 

(1,815,546)

 

 

(1,548,187)

 

 

 

State only, net of valuation allowance

 

 

0

 

 

 

68,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total deferred tax asset from net operating loss carryovers

 

$0

 

 

$68,381

 

 

 

 

 

 

(A)(1)

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law, allowing for a five year carryback of 2020 and 2019 NOL’s. The Company elected on its 2019 federal incomedeferred tax return to carry back the 2019 NOL to tax years 2014 and 2015. The Company will elect on its 2020 federal income tax return to carry back the 2020 NOL to tax year 2015. The corporate tax rate in 2014 and 2015 was 34%, compared to the corporate tax rate of 21% in 2020 and 2019.assets from net operating loss carryovers are as follows:

 

 

 December 31,

 

 

 December 31,

 

 

 

 Type of NOL

 

 2021

 

 

 2020

 

 

Expiration

 

 

 

 

 

 

 

 

 

 

 

Federal only, current year (A)

 

 

1,112,318

 

 

 

1,200,056

 

 

 

 

NOL carried back

 

 

0

 

 

 

(1,200,056)

 

 

 

Federal only, current year

 

$1,112,318

 

 

$0

 

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

State only (B)

 

 

2,099,239

 

 

 

1,815,546

 

 

December 31, 2041

 

Valuation allowance

 

 

(2,099,239)

 

 

(1,815,546)

 

 

 

State only, net of valuation allowance

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total deferred tax asset from net operating loss carryovers

 

$1,112,318

 

 

$0

 

 

 

 

(A) On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law, allowing for a five year carryback of 2020 and 2019 NOLs. The Company elected on its 2019 federal income tax return to carry back the 2019 NOL to tax years 2014 and 2015. The Company elected on its 2020 federal income tax return to carry back the 2020 NOL to tax year 2015. The corporate tax rate in 2014 and 2015 was 34%, compared to the corporate tax rate of 21% in 2020 and 2019.

(B) Kingstone generates operating losses for state purposes and has prior year NOLs available. The state NOL as of December 31, 2021 and 2020 was approximately $32,296,000 and $27,931,000, respectively. KICO, the Company’s insurance underwriting subsidiary, is not subject to state income taxes. KICO’s state tax obligations are paid through a gross premiums tax, which is included in the consolidated statements of operations and comprehensive income within other underwriting expenses. Kingstone has recorded a valuation allowance 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 2041. 

 

(2)

(B)

Kingstone generates operating losses for state purposes and has prior year NOLs available. The state NOL as of December 31, 2020 and 2019 was approximately $27,931,000 and $24,901,000, respectively. KICO, the Company’s insurance underwriting subsidiary, is not subject to state income taxes. KICO’s state tax obligations are paid through a gross premiums tax, which is included in the consolidated statements of operations and comprehensive income within other underwriting expenses. Kingstone has recorded a valuation allowance 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 2040.

(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 insurance company 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 (collectively the “Untaxed Interest”). As of the date of acquisition, the deferred tax liability on the Untaxed Interest was $1,169,000. Under GAAP guidance for business combinations, a temporary difference with an indefinite life exists when the parent company 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.

 

 
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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

The table below reconciles the changes in net deferred income tax assets (liabilities) to the deferred income tax provision for the year ended December 31, 2020:2021:

 

Decrease in net deferred income tax assets

 

$4,467,965

 

Deferred tax expense allocated to other comprehensive income

 

 

1,358,670

 

Deferred income tax expense

 

$3,109,295

 

Decrease in net deferred income tax assets

 

$(4,349,166)

Deferred tax benefit allocated to other comprehensive income

 

 

(2,148,733)

Deferred income tax benefit

 

$(2,200,433)

 

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 years ended December 31, 2020 and 2019. 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, 2017 through December 31, 2019 remain subject to examination.

 

Note 16 - Employee Benefit Plans

 

Employee Bonus Plan

 

In November 2018, the Company’s Board of Directors approved a new discretionary employee bonus plan (“Bonus Plan”) to replace the existing Profit Sharing Plan to be effective as of January 1, 2019 forFor the year ended December 31, 2019. Eligible employees were eligible to receive a target bonus rate of between 12% and 30% of base salary depending on their position. The target bonus rate was subject to adjustment depending on annual performance evaluation scores. The Bonus Plan was funded through a point system whereby up to 60 points were funded by a target return on investment (“Target ROE”) sliding scale and up to 40 points were funded by achieving various annual corporate goals as approved in advance by2021 the Company’s Board of Directors. A maximum of 60 points could have been achieved with a Target ROE of 14%.  The bonus was decreased by six pointsCompany did not accrue for, each percentage point decrease in Target ROE. The minimum of six points could have been achieved with Target ROE of 5%. The Company incurred approximately $457,000 of expense for the year ended December 31, 2019,or pay, bonuses related to the Bonus Plan related to achieving certain annual corporate goals, which is primarily recorded in other underwriting expenses on the accompanying consolidated statements of operations and comprehensive income.  The Bonus Plan was only in effect for the year ended December 31, 2019.

employee bonus plan.  In December of 2020, management approved discretionary bonuses totaling approximately $516,000 of expense for the year ended December 31, 2020, which is primarily recorded in other underwriting expenses on the accompanying 2020 consolidated statements of operations and comprehensive income.income (loss).

 

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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

401 (k) Plan

 

The Company maintains a salary reduction plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) for its qualified employees. The Company matches 100% of each participant’s contribution up to 4% of the participant’s eligible contribution. The Company incurred approximately $309,000$249,000 and $305,000$309,000 of expense for the years ended December 31, 20202021 and 2019,2020, respectively, related to the 401(k) Plan, which is recorded in other operating expenses on the accompanying consolidated statements of operations and comprehensive income. income (loss).

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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

 

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 deferred compensation liability as of December 31, 20202021 and 20192020 amounted to $763,789$907,914 and $599,274,$763,789, respectively, and is recorded in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. The Company made voluntary contributions of $4,473$-0- and $5,399$4,473 for the years ended December 31, 20202021 and 2019,2020, respectively, which are recorded in other operating expenses in the accompanying consolidated statements of operations and comprehensive income. income (loss).

  

Note 17 - 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.

 

On June 12, 2019, Phillip Woolgar filed a suit naming the Company and certain present or former officers and directors as defendants in a putative class action captioned Woolgar v. Kingstone Companies et al., 19 cv 05500 (S.D.N.Y.), asserting claims under Section 10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act.  Plaintiff sought to represent a class of persons or entities that purchased Kingstone securities between March 14, 2018, and April 29, 2019, and alleged violations of the federal securities law in connection with the Company’s April 29, 2019 announcement regarding losses related to winter catastrophe events.  The lawsuit alleged that the Company failed to disclose that it did not adequately follow industry best practices related to claims handling and thus did not record sufficient claim reserves, and that as a result, Defendants’ positive statements about the Company’s business, operations and prospects misled investors. Plaintiff sought, among other things, an undetermined amount of money damages.   On August 10, 2020, the court granted the Company’s motion to dismiss the amended complaint in the suit. The court permitted plaintiff to amend the complaint to attempt to cure the deficiencies identified by the court in its opinion (to the extent plaintiff had a good faith basis to do so) by September 11, 2020.  Plaintiff failed to replead by the September 11, 2020 deadline.  On September 16, 2020, the court issued an order closing the case.  Plaintiff did not file an appeal, rendering the dismissal final and the Company considers the matter closed.

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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

Office Leases

 

The Company enters into lease agreements for real estate that is primarily used for office space in the ordinary course of business. These leases are accounted for as operating leases, whereby lease expense is recognized on a straight-line basis over the term of the lease. See Note 2 - Accounting Policies for additional information regarding the accounting for leases.

 

The Company is a party to a non-cancellable operating lease, dated March 27, 2015, for its office facility for KICO located in Valley Stream, New York expiring March 31, 2024.

 

On July 8, 2019, the Company entered into a lease agreement for an additional office facility for Cosi located in Valley Stream, New York under a non-cancelable operating lease. The lease has a term of seven years and two months expiring December 31, 2026.

Additional information regarding During January of 2022, under mutual agreement with the Company’s office operating leases is as follows:

 

 

 Year ended

 

 

 Year ended

 

Lease cost

 

December 31, 2020

 

 

December 31, 2019

 

Operating leases

 

$245,188

 

 

$165,368

 

Short-term leases

 

 

0

 

 

 

0

 

Total lease cost (1)

 

$245,188

 

 

$165,368

 

 

 

 

 

 

 

 

 

 

Other information on operating leases

 

 

 

 

 

 

 

 

Cash payments included in the measurement of lease

 

 

 

 

 

 

 

 

liability reported in operating cash flows

 

$255,626

 

 

$169,861

 

Discount rate

 

 

5.50%

 

 

5.50%

Remaining lease term in years

 

4.94 years

 

 

5.88 years

 

(1)Included in the consolidated statementslandlord at a cost of operations and comprehensive income within other underwriting expenses.

Operating$40,000, Cosi terminated its lease right-of-use assets, included in other assets, were $949,434 and $1,157,554effective as of DecemberJanuary 31, 2020 and 2019, respectively. Operating lease right-of-use liabilities, included in accounts payable, accrued expenses and other liabilities, were $949,434 and $1,157,554 as of December 31, 2020 and 2019, respectively.

2022.

 

 
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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

Additional information regarding the Company’s office operating leases is as follows:

 

 

Year ended

 

 

Year ended

 

Lease cost

 

December 31, 2021

 

 

December 31, 2020

 

Operating lease

 

$247,980

 

 

$245,188

 

Short-term leases

 

 

0

 

 

 

0

 

Total lease cost (1) (2)

 

$247,980

 

 

$245,188

 

 

 

 

 

 

 

 

 

 

Other information on operating leases

 

 

 

 

 

 

 

 

Cash payments included in the measurement of lease

 

 

 

 

 

 

 

 

liability reported in operating cash flows

 

$264,571

 

 

$255,626

 

Discount rate

 

 

5.50%

 

 

5.50%

Remaing lease term in years

 

 

 

 

 

 

 

 

KICO

 

2.25 years

 

 

3.25 years

 

Cosi

 

5.00 years

 

 

6.00 years

 

(1)

KICO rent expense is included in the consolidated statements of operations and comprehensive income (loss) within other underwriting expenses.

(2)

Cosi rent expense is included in the consolidated statements of operations and comprehensive income (loss) within other operating expenses.

Operating lease right-of-use assets, included in other assets, were $795,327 and $949,434 as of December 31, 2021 and 2020, respectively. Operating lease right-of-use liabilities, included in accounts payable, accrued expenses and other liabilities, were $795,327 and $949,434 as of December 31, 2021 and 2020, respectively.

The following table presents the contractual maturities of the Company’s lease liabilities as of December 31, 2020:2021:

 

For the Year

 

 

Ending

 

 

December 31,

 

Total

 

2021

 

 

264,571

 

2022

 

 

273,831

 

2023

 

 

283,415

 

2024

 

 

140,739

 

2025

 

 

94,799

 

Thereafter

 

 

98,117

 

Total undiscounted lease payments

 

 

1,155,472

 

Less: present value adjustment

 

 

187,003

 

Operating lease liability

 

$968,469

 

For the Year  Ending  December 31,

 

 Total

 

2022

 

$273,831

 

2023

 

 

283,415

 

2024

 

 

140,739

 

2025

 

 

94,799

 

2026

 

 

98,117

 

 Total undiscounted lease payments

 

 

890,901

 

 Less:  present value adjustment

 

 

102,458

 

 Operating lease liability

 

$788,443

 

 

Rent expense for the years ended December 31, 20202021 and 20192020 amounted to $245,188$247,980 and $165,368,$245,188, respectively, and is included in the accompanying consolidated statements of operations and comprehensive income (loss) within other underwriting expenses.

 

Employment Agreements

 

Barry Goldstein, President, Chief Executive Officer and Executive Chairman of the Board

 

On October 14, 2019,Rent expense for the Company and Barry B. Goldstein, the Company’s President, Chief Executive Officer and Executive Chairman of the Board, entered into a Second Amended and Restated Employment Agreement (the “Amended Employment Agreement”).  The Amended Employment Agreement is effective as of January 1, 2020 and expires on December 31, 2022.  The Amended Employment Agreement extends the expiration date of the employment agreement in effect for Mr. Goldstein fromyears ended December 31, 2021 and 2020 amounted to December$247,980 and $245,188, respectively, and is included in the accompanying consolidated statements of operations and comprehensive income (loss) within other underwriting expenses.

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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2022.2021 AND 2020

 

Pursuant to the Amended Employment Agreement, Mr. Goldstein is entitled to receive an annual base salary of $500,000 and an annual bonus equal to 6% of the Company’s consolidated income from operations before taxes, exclusive of the Company’s consolidated net investment income (loss), net unrealized gains (losses) on equity securities and net realized gains (losses) on investments, up to a maximum of 2.5 times his base salary. In addition, pursuant to the Amended Employment Agreement, Mr. Goldstein is entitled to receive a long-term compensation (“LTC”) award of between $945,000 and $2,835,000 based on a specified minimum increase in the Company’s adjusted book value per share (as defined in the Amended Employment Agreement) as of December 31, 2022 as compared to December 31, 2019 (with the maximum LTC payment being due if the average per annum increase is at least 14%). Further, pursuant to the Amended Employment Agreement, in the event that Mr. Goldstein’s employment is terminated by the Company without cause or he resigns for good reason (each as defined in the Amended Employment Agreement), Mr. Goldstein would be entitled to receive his base salary, the 6% bonus and the LTC payment for the remainder of the term. In addition, in the event of Mr. Goldstein’s death, his estate would be entitled to receive his base salary, accrued bonus and accrued LTC payment through the date of death. Further, in the event that Mr. Goldstein’s employment is terminated by the Company without cause or he resigns for good reason, or, in the event of the termination of Mr. Goldstein’s employment due to disability or death, Mr. Goldstein’s granted but unvested restricted stock awards will vest. Mr. Goldstein would be entitled, under certain circumstances, to a payment equal to 3.82 times his then annual salary, the target LTC payment of $1,890,000 and his accrued 6% bonus in the event of the termination of his employment within eighteen months following a change of control of the Company.

 

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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

Pursuant to the Amended Employment Agreement, in January 2020, Mr. Goldstein received a grant of 157,431 shares of restricted stock under the terms of the Company’s 2014 Plan determined by dividing $1,250,000 by the fair market value of the Company’s Common Stock on the date of grant. This 2020 grant will become vested with respect to one-third of the award on each of the first and second anniversaries of the grant date and will vest with respect to one-third of the award on December 31, 2022 based on the continued provision of services through the applicable vestingsuch date. Also pursuant to the Amended Employment Agreement, Mr. Goldstein will be entitled to receivereceived a grant, under the terms of the 2014 Plan, during January 2021, of a number of230,769 shares of restricted stock determined by dividing $1,500,000 by the fair market value of the Company’s Common Stock on the date of grant. The JanuaryThis 2021 grant will become vested with respect to one-half of the award on each of the first anniversary of the grant date and will vest with respect to one-half of the award on December 31, 2022 based on the continued provision of services through the applicable vestingsuch date. Further, pursuant to the Amended Employment Agreement, Mr. Goldstein is entitled to receivereceived in 2020, 2021, and 2022, a grant, under the terms of the 2014 Plan, during each of 2020, 2021 and 2022, of a number of shares of restricted stock determined by dividing $136,500 by the fair market value of the Company’s Common Stock on the date of grant. In January 2020, Mr. Goldstein was granted 17,191 shares of restricted stock pursuant to this provision. This grant will become vested with respect to one-third of the award on each of the first and second anniversaries of the grant date and will vest with respect to one-third of the award on December 31, 2022 based on the continued provision of services through such date. In January 2021, Mr. Goldstein was granted 21,000 shares of restricted stock pursuant to the applicable vesting date.  The 2021provision. This grant will become vested with respect to one-half of the award on each of the first anniversary of the grant date and will vest with respect to one-half of the award on December 31, 2022 based on the continued provision of services through the applicable vestingsuch date. The 2022 grant will become vestedvest on December 31, 2022 based on the continued provision of services through such date.

 

Meryl Golden, Chief Operating Officer

On September 16, 2019, the Company and Meryl Golden entered into an employment agreement (the “Golden Employment Agreement”) pursuant to which Ms. Golden serves as the Company’s Chief Operating Officer. Ms. Golden also serves KICO’s Chief Operating Officer. The Golden Employment Agreement became effective as of September 25, 2019 (amended on December 24, 2020) and now expires on December 31, 2022.

Pursuant to the Golden Employment Agreement, Ms. Golden is entitled to receive an annual salary of $500,000. The Golden Employment also provides for the grant on the effective date of a five year option for the purchase of 50,000 shares of the Company’s Common Stock pursuant to the 2014 Plan. The options granted vest in four equal installments, with the first installment vesting on the grant date, and the remaining installments vesting on the first, second, and third anniversaries of the grant date, subject to the terms of the stock option agreement between the Company and Ms. Golden.   In January 2021, pursuant to the Golden Employment Agreement as amended, Ms. Golden was granted 30,000 shares of restricted Common Stock pursuant to the 2014 Plan and will be entitled to receive in January 2022 an additional grant of 30,000 shares of restricted Common Stock pursuant to the 2014 Plan.  Each such grant vests in three equal installments on each of the first, second and third anniversaries of the grant date. 

 
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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

Dale A. Thatcher

 

Effective July 19, 2019 (the “Separation Date”), Dale A. Thatcher retired and resigned his positions as Chief Executive Officer and President of the Company and KICO. At such time, he also resigned his positions on the Board of Directors of each of the Company and KICO. Effective upon Mr. Thatcher’s separation from employment, the Board appointed Barry B. Goldstein, former Chief Executive Officer and Executive Chairman of the Board of Directors, to the position of Chief Executive Officer and President of each of the Company and KICO. Mr. Goldstein previously served as Chief Executive Officer and President of the Company from March 2001 through December 31, 2018, and as Chief Executive Officer and President of KICO from January 2012 through December 31, 2018.

 

In connection with his separation from employment, each of the Company and KICO entered into an Agreement and General Release (the “Separation Agreement”) with Mr. Thatcher. Pursuant to the Separation Agreement, the Company and KICO shall collectively provideprovided the following payments and benefits to Mr. Thatcher in full satisfaction of all payments and benefits and other amounts due to him under the terms of the existing employment agreements upon his separation from employment: (i) $381,111 (representing the amount of base salary he would have received had he remained employed through March 31, 2020), (ii) $5,000 in full satisfaction for any bonus payments payable under the existing employment agreements, (iii) continuing group health coverage commencing on the Separation Date and ending on March 31, 2020, and (iv) continued vesting of all stock awards previously granted to Mr. Thatcher in his capacity as an executive officer but which were unvested as of the Separation Date (the “Shares”) (Mr. Thatcher shall not be entitled to any further grants of stock awards after the Separation Date).

Effective January 27, 2021, the Company entered into an agreement (the “Relinquishment Agreement”) with Mr. Thatcher. Pursuant to the Relinquishment Agreement, Mr. Thatcher relinquished his right to receive 14,077 unissued Shares which vested on January 1, 2021, the right to receive 11,905 Shares which were scheduled to vest on March 14, 2021 and the right to receive 14,076 Shares which were scheduled to vest on January 1, 2022 in full consideration of the payment by the Company of an aggregate of $280,406.

In addition, the Company and KICO agreed to provide Mr. Thatcher with a severance payment of $20,000 in consideration for a release. Pursuant to the Separation Agreement, Mr. Thatcher agreed that, for a period of three years following the Separation Date, he shall not accept any operating executive role with another property and casualty insurance company.

Meryl Golden, Chief Operating Officer

On September 16, 2019, the Company and Meryl Golden entered into an employment agreement (the “Golden Employment Agreement”) pursuant to which Ms. Golden serves as the Company’s Chief Operating Officer. Ms. Golden also serves as KICO’s President and Chief Operating Officer. The Golden Employment Agreement became effective as of September 25, 2019 (amended on December 24, 2020) and now expires on December 31, 2022.

Pursuant to the Golden Employment Agreement, Ms. Golden is entitled to receive an annual salary of $500,000. The Golden Employment also provides for the grant on the effective date of a five year option for the purchase of 50,000 shares of the Company’s Common Stock pursuant to the 2014 Plan. The options granted vest in four equal installments, with the first installment vesting on the grant date, and the remaining installments vesting on the first, second, and third anniversaries of the grant date, subject to the terms of the stock option agreement between the Company and Ms. Golden. In January 2021, pursuant to the Golden Employment Agreement as amended, Ms. Golden was granted 30,000 shares of restricted Common Stock pursuant to the 2014 Plan and received in January 2022 an additional grant of 30,000 shares of restricted Common Stock pursuant to the 2014 Plan. Each such grant will vest in three equal installments on each of the first, second and third anniversaries of the grant date.

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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

 

COVID-19

 

The outbreak of the coronavirus, also known as "COVID-19", has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures have had and will continue to have a material adverse impact on global economic conditions as well as on the Company's business activities. The extent to which COVID-19 may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the United States and other countries to contain, prevent and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. No adjustments have been made to the amounts reported in these consolidated financial statements as a result of this matter.

 

Note 18 - Earnings Per Common Share

 

Basic net earnings(loss)earnings (loss) per common share is computed by dividing income(loss)income (loss) available to common shareholders by the weighted-average number of shares of Common Stock outstanding. Diluted earnings(loss)earnings (loss) per common share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options as well as non-vested restricted stock awards. The computation of diluted earnings(loss)earnings (loss) per common share excludes those options with an exercise price in excess of the average market price of the Company’s Common Stock during the periods presented.

 

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Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

The computation of diluted earnings(loss)earnings (loss) per common share excludes outstanding options in periods where the exercise of such options would be anti-dilutive. For the years ended December 31, 20202021 and 2019,2020, no options were included in the computation of diluted earnings (loss) per common share as they would have been anti-dilutive for the relevant periods and, as a result, the weighted average number of shares of Common Stock used in the calculation of diluted earnings per common share has not been adjusted for the effect of such options.

 

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Table of Contents

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

The reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings (loss) per common share follows:

 

 

 

 Years ended

 

 

 

 December 31,

 

 

 

 2020

 

 

 2019

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

10,721,342

 

 

 

10,773,623

 

 

 

 

 

 

 

 

 

 

Effect of dilutive securities, common share equivalents:

 

 

 

 

 

 

 

 

Stock options

 

 

0

 

 

 

0

 

Restricted stock awards

 

 

9,395

 

 

 

0

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding,

 

 

 

 

 

 

 

 

used for computing diluted earnings per share

 

 

10,730,737

 

 

 

10,773,623

 

 

 

 Years ended

 

 

 

 December 31,

 

 

 

 2021

 

 

 2020

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

10,587,912

 

 

 

10,721,342

 

 

 

 

 

 

 

 

 

 

Effect of dilutive securities, common share equivalents:

 

 

 

 

 

 

 

 

Stock options

 

 

0

 

 

 

0

 

Restricted stock awards

 

 

0

 

 

 

9,395

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding, used for computing diluted earnings per share

 

 

10,587,912

 

 

 

10,730,737

 

 

Note 19 - Subsequent Events

 

The Company has evaluated events that occurred subsequent to December 31, 20202021 through March 31, 2021,April 1, 2022, the date these consolidated financial statements were issued, for matters that required disclosure or adjustment in these consolidated financial statements.

 

Lease Termination

During January 2022, pursuant to a mutual agreement with the landlord at a cost of $40,000, the Cosi lease was terminated effective as of January 31, 2022 (See Note 17).

Dividends Declared and Paid

 

On February 1, 2021,2, 2022, the Company announced that its Board of Directors approved a quarterly dividend of $0.04 per share payable in cash on March 15, 20212022 to stockholders of record as of the close of business on February 26, 202128, 2022 (see Note 12).

Restricted Stock Awards

Pursuant to the terms of the Relinquishment Agreement between the Company and Mr. Thatcher, effective January 27, 2021, Mr. Thatcher relinquished his right to receive 14,077 unissued Shares which vested on January 1, 2021, the right to receive 11,905 Shares which were scheduled to vest on March 14, 2021 and the right to receive 14,076 Shares which were scheduled to vest on January 1, 2022 in full consideration of the payment by the Company of an aggregate of $280,406 (see Note 17).

 

 
F-54F-52

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KINGSTONE COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 20202021 AND 20192020

 

Note 20 – Quarterly Financial Data (Unaudited)

 

The following is a summary of unaudited quarterly results of operations for the years ended December 31, 20202021 and 2019:2020:

 

 

 

2020

 

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31,

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$26,941,450

 

 

$26,636,856

 

 

$27,521,081

 

 

$26,981,242

 

 

$108,080,629

 

Ceding commission revenue

 

 

3,831,099

 

 

 

3,480,214

 

 

 

3,448,774

 

 

 

3,442,266

 

 

 

14,202,353

 

Net investment income

 

 

1,665,844

 

 

 

1,612,006

 

 

 

1,494,086

 

 

 

1,733,667

 

 

 

6,505,603

 

Net gains (losses) on investments

 

 

(6,444,418)

 

 

2,697,868

 

 

 

2,107,876

 

 

 

3,229,290

 

 

 

1,590,616

 

Total revenues

 

 

26,253,605

 

 

 

34,689,332

 

 

 

34,822,471

 

 

 

35,604,343

 

 

 

131,369,751

 

Loss and loss adjustment expenses

 

 

16,385,821

 

 

 

12,813,631

 

 

 

20,117,975

 

 

 

17,113,645

 

 

 

66,431,072

 

Commission expense and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other underwriting expenses

 

 

14,617,718

 

 

 

14,086,013

 

 

 

14,383,144

 

 

 

14,166,078

 

 

 

57,252,953

 

Net income (loss)

 

 

(5,444,203)

 

 

4,608,190

 

 

 

(1,227,856)

 

 

3,036,259

 

 

 

972,390

 

Basic earnings (loss) per share

 

$(0.50)

 

$0.43

 

 

$(0.12)

 

$0.28

 

 

$0.09

 

Diluted earnings (loss) per share

 

$(0.50)

 

$0.43

 

 

$(0.12)

 

$0.28

 

 

$0.09

 

 

 

2019

 

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31,

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$29,595,889

 

 

$31,201,279

 

 

$34,220,010

 

 

$32,606,264

 

 

$127,623,442

 

Ceding commission revenue

 

 

1,277,683

 

 

 

675,695

 

 

 

1,029,582

 

 

 

1,667,891

 

 

 

4,650,851

 

Net investment income

 

 

1,623,712

 

 

 

1,719,769

 

 

 

1,856,553

 

 

 

1,669,312

 

 

 

6,869,346

��

Net gains on investments

 

 

2,035,363

 

 

 

678,655

 

 

 

998,162

 

 

 

878,839

 

 

 

4,591,019

 

Total revenues

 

 

34,848,269

 

 

 

34,615,312

 

 

 

38,447,698

 

 

 

37,208,687

 

 

 

145,119,966

 

Loss and loss adjustment expenses

 

 

29,134,224

 

 

 

17,672,308

 

 

 

24,781,318

 

 

 

18,594,474

 

 

 

90,182,324

 

Commission expense and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other underwriting expenses

 

 

12,975,718

 

 

 

12,720,317

 

 

 

14,153,559

 

 

 

14,663,720

 

 

 

54,513,314

 

Net income (loss)

 

 

(7,335,190)

 

 

1,639,380

 

 

 

(1,725,162)

 

 

1,454,619

 

 

 

(5,966,353)

Basic earnings (loss) per share

 

$(0.68)

 

$0.15

 

 

$(0.16)

 

$0.13

 

 

$(0.55)

Diluted earnings (loss) per share

 

$(0.68)

 

$0.15

 

 

$(0.16)

 

$0.13

 

 

$(0.55)

 

 

2021

 

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31,

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$34,589,218

 

 

$35,436,426

 

 

$36,803,251

 

 

$37,052,824

 

 

$143,881,719

 

Ceding commission revenue

 

 

(1,065)

 

 

45,741

 

 

 

(7,276)

 

 

52,281

 

 

 

89,681

 

Net investment income

 

 

1,783,196

 

 

 

1,678,075

 

 

 

1,676,596

 

 

 

1,483,525

 

 

 

6,621,392

 

Net gains on investments

 

 

2,960,407

 

 

 

2,315,261

 

 

 

204,534

 

 

 

4,306,753

 

 

 

9,786,955

 

Total revenues

 

 

39,503,202

 

 

 

39,600,449

 

 

 

38,957,974

 

 

 

43,169,616

 

 

 

161,231,241

 

Loss and loss adjustment expenses

 

 

22,560,672

 

 

 

20,759,210

 

 

 

35,740,235

 

 

 

22,912,479

 

 

 

101,972,596

 

Commission expense and other underwriting expenses

 

 

14,690,881

 

 

 

14,978,261

 

 

 

14,764,678

 

 

 

14,934,426

 

 

 

59,368,246

 

Net income (loss)

 

 

(311,097)

 

 

1,323,361

 

 

 

(10,618,265)

 

 

2,227,700

 

 

 

(7,378,301)

Basic earnings (loss) per share

 

$(0.03)

 

$0.12

 

 

$(1.01)

 

$0.21

 

 

$(0.70)

Diluted earnings (loss) per share

 

$(0.03)

 

$0.12

 

 

$(1.01)

 

$0.21

 

 

$(0.70)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31,

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$26,941,450

 

 

$26,636,856

 

 

$27,521,081

 

 

$26,981,242

 

 

$108,080,629

 

Ceding commission revenue

 

 

3,831,099

 

 

 

3,480,214

 

 

 

3,448,774

 

 

 

3,442,266

 

 

 

14,202,353

 

Net investment income

 

 

1,665,844

 

 

 

1,612,006

 

 

 

1,494,086

 

 

 

1,733,667

 

 

 

6,505,603

 

Net gains (losses) on investments

 

 

(6,444,418)

 

 

2,697,868

 

 

 

2,107,876

 

 

 

3,229,290

 

 

 

1,590,616

 

Total revenues

 

 

26,253,605

 

 

 

34,689,332

 

 

 

34,822,471

 

 

 

35,604,343

 

 

 

131,369,751

 

Loss and loss adjustment expenses

 

 

16,385,821

 

 

 

12,813,631

 

 

 

20,117,975

 

 

 

17,113,645

 

 

 

66,431,072

 

Commission expense and other underwriting expenses

 

 

14,617,718

 

 

 

14,086,013

 

 

 

14,383,144

 

 

 

14,166,078

 

 

 

57,252,953

 

Net income (loss)

 

 

(5,444,203)

 

 

4,608,190

 

 

 

(1,227,856)

 

 

3,036,259

 

 

 

972,390

 

Basic earnings (loss) per share

 

$(0.50)

 

$0.43

 

 

$(0.12)

 

$0.28

 

 

$0.09

 

Diluted earnings (loss) per share

 

$(0.50)

 

$0.43

 

 

$(0.12)

 

$0.28

 

 

$0.09

 

  

Due to changes in number of shares outstanding from quarter to quarter, the total earnings per share of the four quarters may not necessarily equal the total earnings per share for the year.

 

 
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