UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark one)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________to _________
Commission File Number
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification Number) |
(Address of principal executive offices)
(
(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 |
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 14, 2024, there were
KINGSTONE COMPANIES, INC.
INDEX
2 |
Table of Contents |
Forward-Looking Statements
This Quarterly Report contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The events described in forward‑looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated results or other consequences of our plans or strategies, projected or anticipated results from acquisitions to be made by us, or projections involving anticipated revenues, earnings, costs or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward‑looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Factors which may cause actual results and outcomes to differ materially from those contained in the forward-looking statements include, but are not limited to the risks and uncertainties discussed in Part I, Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the year ended December 31, 2023, Part I, Item 2 of this Quarterly Report and Part II, Item 1A of this Quarterly Report.
Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward‑looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward‑looking statements. We undertake no obligation to publicly update or revise any forward‑looking statements, whether from new information, future events or otherwise except as required by law.
3 |
Table of Contents |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES | ||||||||
Condensed Consolidated Balance Sheets |
|
|
|
| ||||
|
| June 30, |
|
| December 31, |
| ||
|
| 2024 |
|
| 2023 |
| ||
|
| (unaudited) |
|
|
| |||
Assets |
|
|
|
|
|
| ||
Fixed-maturity securities, held-to-maturity, at amortized cost (fair value of $ |
| $ |
|
| $ |
| ||
Fixed-maturity securities, available-for-sale, at fair value (amortized cost of $ |
|
|
|
|
|
| ||
Equity securities, at fair value (cost of $ |
|
|
|
|
|
| ||
Other investments |
|
|
|
|
|
| ||
Total investments |
|
|
|
|
|
| ||
Cash and cash equivalents |
|
|
|
|
|
| ||
Premiums receivable, net |
|
|
|
|
|
| ||
Reinsurance receivables, net |
|
|
|
|
|
| ||
Deferred policy acquisition costs |
|
|
|
|
|
| ||
Intangible assets |
|
|
|
|
|
| ||
Property and equipment, net |
|
|
|
|
|
| ||
Deferred income taxes, net |
|
|
|
|
|
| ||
Other assets |
|
|
|
|
|
| ||
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Loss and loss adjustment expense reserves |
| $ |
|
| $ |
| ||
Unearned premiums |
|
|
|
|
|
| ||
Advance premiums |
|
|
|
|
|
| ||
Reinsurance balances payable |
|
|
|
|
|
| ||
Deferred ceding commission revenue |
|
|
|
|
|
| ||
Accounts payable, accrued expenses and other liabilities |
|
|
|
|
|
| ||
Debt, net |
|
|
|
|
|
| ||
Total liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity |
|
|
|
|
|
|
|
|
Preferred stock, $ |
|
|
|
|
|
| ||
Common stock, $ |
|
|
|
|
|
| ||
Capital in excess of par |
|
|
|
|
|
| ||
Accumulated other comprehensive loss |
|
| ( | ) |
|
| ( | ) |
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Stockholders' Equity before treasury stock |
|
|
|
|
|
| ||
Treasury stock, at cost, |
|
| ( | ) |
|
| ( | ) |
Total stockholders' equity |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity |
| $ |
|
| $ |
|
See accompanying notes to condensed consolidated financial statements.
4 |
Table of Contents |
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
|
| For the Three Months Ended |
|
| For the Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
|
| 2024 |
|
| 2023 |
|
| 2024 |
|
| 2023 |
| ||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net premiums earned |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Ceding commission revenue |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net (losses) gains on investments |
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||
Other income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and loss adjustment expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Commission expense |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other underwriting expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations before taxes |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Income tax expense (benefit) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Net income (loss) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross change in unrealized gains (losses) on available-for-sale-securities |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification adjustment for net realized losses included in net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net change in unrealized gains (losses), on available-for-sale-securities |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| ||
Income tax (expense) benefit related to items of other comprehensive income (loss) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Other comprehensive income (loss), net of tax |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
Diluted |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements. |
5 |
Table of Contents |
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) | |
Three months ended June 30, 2024 and 2023 |
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
| |||||||||||||||||||
|
|
|
|
|
|
|
|
|
| Capital |
|
| Other |
|
|
|
|
|
|
|
|
| ||||||||||||||||||
|
| Preferred Stock |
|
| Common Stock |
|
| in Excess |
|
| Comprehensive |
|
| Accumulated |
|
| Treasury Stock |
|
|
| ||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| of Par |
|
| Loss |
|
| Deficit |
|
| Shares |
|
| Amount |
|
| Total |
| ||||||||||
Balance, April 1, 2023 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
|
|
|
| $ | ( | ) |
| $ |
| ||||||
Stock-based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| |||||||
Vesting of restricted stock awards |
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| ||||||
Shares deducted from restricted stock awards for payment of withholding taxes |
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) | ||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| - |
|
|
|
|
|
| ( | ) | |||||
Change in unrealized losses on available-for-sale securities, net of tax |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| - |
|
|
|
|
|
| ( | ) | |||||
Balance, June 30, 2023 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
|
|
|
| $ | ( | ) |
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
| |||||||||||||||||||
|
|
|
|
|
|
|
|
|
| Capital |
|
| Other |
|
|
|
|
|
|
|
|
| ||||||||||||||||||
|
| Preferred Stock |
|
| Common Stock |
|
| in Excess |
|
| Comprehensive |
|
| Accumulated |
|
| Treasury Stock |
|
|
| ||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| of Par |
|
| Loss |
|
| Deficit |
|
| Shares |
|
| Amount |
|
| Total |
| ||||||||||
Balance, April 1, 2024 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
|
|
|
| $ | ( | ) |
| $ |
| ||||||
Stock-based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| |||||||
Vesting of restricted stock awards |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| |||||||
Shares deducted from restricted stock awards for payment of withholding taxes |
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) | ||||
Issuance of common stock, net of offering costs of $103,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| |||||||
Change in unrealized gains on available-for-sale securities, net of tax |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| |||||||
Balance, June 30, 2024 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
|
|
|
| $ | ( | ) |
| $ |
|
See accompanying notes to condensed consolidated financial statements. |
6 |
Table of Contents |
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) | |
Six months ended June 30, 2024 and 2023 |
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
| |||||||||||||||||||
|
|
|
|
|
|
|
|
|
| Capital |
|
| Other |
|
|
|
|
|
|
|
|
| ||||||||||||||||||
|
| Preferred Stock |
|
| Common Stock |
|
| in Excess |
|
| Comprehensive |
|
| Accumulated |
|
| Treasury Stock |
|
|
| ||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| of Par |
|
| Loss |
|
| Deficit |
|
| Shares |
|
| Amount |
|
| Total |
| ||||||||||
Balance, January 1, 2023 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
|
|
|
| $ | ( | ) |
| $ |
| ||||||
Stock-based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| |||||||
Vesting of restricted stock awards |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| |||||||
Shares deducted from restricted stock awards for payment of withholding taxes |
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) | ||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| - |
|
|
|
|
|
| ( | ) | |||||
Change in unrealized gains on available-for-sale securities, net of tax |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| |||||||
Balance, June 30, 2023 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
|
|
|
| $ | ( | ) |
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
| |||||||||||||||||||
|
|
|
|
|
|
|
|
|
| Capital |
|
| Other |
|
|
|
|
|
|
|
|
| ||||||||||||||||||
|
| Preferred Stock |
|
| Common Stock |
|
| in Excess |
|
| Comprehensive |
|
| Accumulated |
|
| Treasury Stock |
|
|
| ||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| of Par |
|
| Loss |
|
| Deficit |
|
| Shares |
|
| Amount |
|
| Total |
| ||||||||||
Balance, January 1, 2024 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
|
|
|
| $ | ( | ) |
| $ |
| ||||||
Stock-based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| |||||||
Vesting of restricted stock awards |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| |||||||
Shares deducted from restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
awards for payment of withholding taxes |
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) | ||||
Issuance of common stock, net of offering costs of $103,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| |||||||
Change in unrealized losses on available-for-sale securities, net of tax |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| - |
|
|
|
|
|
| ( | ) | |||||
Balance, June 30, 2024 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
|
|
|
| $ | ( | ) |
| $ |
|
See accompanying notes to condensed consolidated financial statements. |
7 |
Table of Contents |
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES | ||||||||
|
|
|
|
| ||||
Condensed Consolidated Statements of Cash Flows (Unaudited) |
|
|
|
| ||||
Six Months ended June 30, |
| 2024 |
|
| 2023 |
| ||
|
|
|
|
|
|
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net income (loss) |
| $ |
|
| $ | ( | ) | |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
Net realized losses on investments |
|
|
|
|
|
| ||
Net unrealized gains on equity investments |
|
| ( | ) |
|
| ( | ) |
Net unrealized gains on other investments |
|
| ( | ) |
|
| ( | ) |
Depreciation and amortization |
|
|
|
|
|
| ||
Credit losses |
|
|
|
|
|
| ||
Accretion of bond discount, net |
|
| ( | ) |
|
| ( | ) |
Amortization of discount and issuance costs on debt |
|
|
|
|
|
| ||
Stock-based compensation |
|
|
|
|
|
| ||
Deferred income tax expense (benefit) |
|
|
|
|
| ( | ) | |
Decrease (increase) in operating assets: |
|
|
|
|
|
|
|
|
Premiums receivable, net |
|
| ( | ) |
|
|
| |
Reinsurance receivables, net |
|
|
|
|
| ( | ) | |
Deferred policy acquisition costs |
|
|
|
|
|
| ||
Other assets |
|
|
|
|
|
| ||
Increase (decrease) in operating liabilities: |
|
|
|
|
|
|
|
|
Loss and loss adjustment expense reserves |
|
| ( | ) |
|
| ( | ) |
Unearned premiums |
|
|
|
|
| ( | ) | |
Advance premiums |
|
|
|
|
|
| ||
Reinsurance balances payable |
|
| ( | ) |
|
|
| |
Deferred ceding commission revenue |
|
| ( | ) |
|
| ( | ) |
Accounts payable, accrued expenses and other liabilities |
|
|
|
|
| ( | ) | |
Net cash flows provided by (used in) operating activities |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase - fixed-maturity securities available-for-sale |
|
| ( | ) |
|
| ( | ) |
Redemption - fixed-maturity securities held-to-maturity |
|
|
|
|
|
| ||
Sale and maturity - fixed-maturity securities available-for-sale |
|
|
|
|
|
| ||
Sale - equity securities |
|
|
|
|
|
| ||
Acquisition of property and equipment |
|
| ( | ) |
|
| ( | ) |
Net cash flows (used in) provided by investing activities |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Principal payments on equipment financing |
|
| ( | ) |
|
| ( | ) |
Issue costs on 2022 Notes |
|
|
|
|
| ( | ) | |
Net proceeds from issuance of common stock |
|
|
|
|
|
| ||
Withholding taxes paid on vested restricted stock awards |
|
| ( | ) |
|
| ( | ) |
Net cash flows used in financing activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
| $ |
|
| $ |
| ||
Cash and cash equivalents, beginning of period |
|
|
|
|
|
| ||
Cash and cash equivalents, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
| $ |
|
| $ |
| ||
Cash paid for interest |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental schedule of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Other comprehensive (loss) income, net of tax |
| $ | ( | ) |
| $ |
|
See accompanying notes to condensed consolidated financial statements. |
8 |
Table of Contents |
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Nature of Business and Basis of Presentation
Kingstone Companies, Inc. (referred to herein as "Kingstone" or the “Company” or, on a standalone basis for the parent company only, the “Holding Company”), through its wholly-owned subsidiary, Kingstone Insurance Company (“KICO”), underwrites property and casualty insurance exclusively. KICO is a New York domiciled carrier writing business through retail and wholesale agents and brokers. KICO is actively writing personal lines and commercial auto insurance in New York, and in 2023 was the 15th largest writer of homeowners insurance in New York. KICO is also licensed in the states of New Jersey, Rhode Island, Massachusetts, Connecticut, Pennsylvania, New Hampshire, and Maine. For the three months ended June 30, 2024 and 2023,
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The principles for condensed interim financial information do not require the inclusion of all the information and footnotes required by GAAP for complete financial statements. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2023 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024. The accompanying condensed consolidated financial statements have not been audited by an independent registered public accounting firm in accordance with standards of the Public Company Accounting Oversight Board (United States) but, in the opinion of management, such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position and results of operations. The results of operations for the three months and six months ended June 30, 2024 may not be indicative of the results that may be expected for the year ending December 31, 2024.
Components of ceded premiums written within prior year net earned premiums in Note 6 were reclassified to conform with an elected change in the prior year presentation during the quarter ended September 30, 2023, by recording ceded written premiums for the 12 months of the contract term at inception, rather than monthly over the contract term, providing a full disclosure of the premiums ceded. The reclassification had no effect on the Company’s previously reported financial condition, results of operations or cash flows.
Note 2 – Accounting Policies
Basis of Presentation; Going Concern
See Note 2 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for further information.
The Company’s $
9 |
Table of Contents |
In accordance with Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 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 condensed 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 condensed consolidated financial statements have been prepared in accordance with 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.
Management’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, 2024. Management plans to refinance the 2022 Notes with a new issue of equity securities and/or debt securities that would result in net proceeds in an amount sufficient to satisfy the amounts due under the 2022 Notes. In connection therewith, the Company may utilize investment bankers to serve as underwriters or placement agents for proposed offerings by the Company of its securities (including debt, common and/or preferred securities). The Company, subject to regulatory approval, may receive distributions paid to it by KICO, its insurance subsidiary, that could be utilized to repay a portion of the 2022 Notes. Further, the Company may also use available invested assets and cash to repay a portion of the 2022 Notes. As of June 30, 2024, invested assets and cash of the Holding Company available for such purpose was approximately $
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.
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 condensed 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 loss adjustment expense (“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 loss and LAE recoverable under reinsurance contracts and other receivables or payable 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 condensed consolidated financial statements.
10 |
Table of Contents |
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Kingstone and its wholly-owned subsidiaries: (1) KICO and its wholly-owned subsidiaries, CMIC Properties, Inc. (“Properties”) and 15 Joys Lane, LLC (“15 Joys Lane”), which together own the land and building from which KICO operates, and (2) Cosi. All significant inter-company account balances and transactions have been eliminated in consolidation.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. ASU-2023-09 is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its disclosures.
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 gross unrealized gains and losses on investments in fixed-maturity securities classified as available-for-sale for which an allowance for credit losses has not been recorded, as of June 30, 2024 and December 31, 2023 are summarized as follows:
|
| June 30, 2024 |
| |||||||||||||||||||||
|
| Cost or |
|
| Gross |
|
| Gross Unrealized Losses |
|
| Estimated |
|
| Net |
| |||||||||
|
| Amortized |
|
| Unrealized |
|
| Less than 12 |
|
| More than 12 |
|
| Fair |
|
| Unrealized |
| ||||||
Category |
| Cost |
|
| Gains |
|
| Months |
|
| Months |
|
| Value |
|
| Losses |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Fixed-Maturity Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies (1) |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Political subdivisions of States, Territories and Possessions |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and other bonds Industrial and miscellaneous |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage and other asset backed securities (2) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Total fixed-maturity securities |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
11 |
Table of Contents |
|
| December 31, 2023 |
| |||||||||||||||||||||
|
| Cost or |
|
| Gross |
|
| Gross Unrealized Losses |
|
| Estimated |
|
| Net |
| |||||||||
|
| Amortized |
|
| Unrealized |
|
| Less than 12 |
|
| More than 12 |
|
| Fair |
|
| Unrealized |
| ||||||
Category |
| Cost |
|
| Gains |
|
| Months |
|
| Months |
|
| Value |
|
| Losses |
| ||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||
Fixed-Maturity Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies (1) |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ | ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Political subdivisions of States, Territories and Possessions |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and other bonds Industrial and miscellaneous |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage and other asset backed securities (2) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Total fixed-maturity securities |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| (1) | In October 2022, KICO placed certain U.S. Treasury securities to fulfill the required collateral for a sale-leaseback transaction in a designated custodian account (see Note 7 – Debt - “Equipment Financing”). As of June 30, 2024 and December 31, 2023, the amount of required collateral was approximately $ |
| (2) | KICO has placed certain residential mortgage backed securities as eligible collateral in a designated custodian account related to its membership in the Federal Home Loan Bank of New York (“FHLBNY”) (see Note 7 – Debt – “Federal Home Loan Bank”). The eligible collateral would be pledged to FHLBNY if KICO draws an advance from the FHLBNY credit line. As of June 30, 2024 and December 31, 2023, the estimated fair value of the eligible investments was approximately $ |
A summary of the amortized cost and estimated fair value of the Company’s investments in available-for-sale fixed-maturity securities by contractual maturity as of June 30, 2024 and December 31, 2023 is shown below:
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||||||||||
|
| Cost or |
|
|
|
| Cost or |
|
|
| ||||||
|
| Amortized |
|
| Estimated |
|
| Amortized |
|
| Estimated |
| ||||
Remaining Time to Maturity |
| Cost |
|
| Fair Value |
|
| Cost |
|
| Fair Value |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Less than one year |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
One to five years |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Five to ten years |
|
|
|
|
|
|
|
|
|
|
|
| ||||
More than 10 years |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Residential mortgage and other asset backed securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
The actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without penalties.
There was no allowance for credit losses on fixed-maturity securities as of June 30, 2024 and December 31, 2023, respectively.
12 |
Table of Contents |
Equity Securities
The cost and estimated fair value of, and gross unrealized gains and losses on, investments in equity securities as of June 30, 2024 and December 31, 2023 are as follows:
|
| June 30, 2024 |
| |||||||||||||
|
|
|
| Gross |
|
| Gross |
|
|
| ||||||
|
|
|
| Unrealized |
|
| Unrealized |
|
| Estimated |
| |||||
Category |
| Cost |
|
| Gains |
|
| Losses |
|
| Fair Value |
| ||||
|
|
|
|
|
|
| ||||||||||
Equity Securities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Preferred stocks |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Fixed income exchange traded funds |
|
|
|
|
|
|
|
| ( | ) |
|
|
| |||
Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
| ||||
FHLBNY common stock |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
|
| December 31, 2023 |
| |||||||||||||
|
|
|
| Gross |
|
| Gross |
|
|
| ||||||
|
|
|
| Unrealized |
|
| Unrealized |
|
| Estimated |
| |||||
Category |
| Cost |
|
| Gains |
|
| Losses |
|
| Fair Value |
| ||||
|
|
|
|
|
|
| ||||||||||
Equity Securities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Preferred stocks |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Fixed income exchange traded funds |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||
Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
| ||||
FHLBNY common stock |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
Other Investments
The cost and estimated fair value of, and gross gains on, the Company’s other investments as of June 30, 2024 and December 31, 2023 are as follows:
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||||||||||||||||||
|
|
|
| Gross |
|
| Estimated |
|
|
|
| Gross |
|
| Estimated |
| ||||||||
Category |
| Cost |
|
| Gains |
|
| Fair Value |
|
| Cost |
|
| Gains |
|
| Fair Value |
| ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Other Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Hedge fund |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
13 |
Table of Contents |
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 June 30, 2024 and December 31, 2023 are summarized as follows:
|
| June 30, 2024 |
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
| Cost or |
|
| Gross |
|
| Gross Unrealized Losses |
|
| Estimated |
|
| Net |
| |||||||||
|
| Amortized |
|
| Unrealized |
|
| Less than 12 |
|
| More than 12 |
|
| Fair |
|
| Unrealized |
| ||||||
Category |
| Cost |
|
| Gains |
|
| Months |
|
| Months |
|
| Value |
|
| Losses |
| ||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||
Held-to-Maturity Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
U.S. Treasury securities |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Political subdivisions of States, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Territories and Possessions |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange traded debt |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and other bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial and miscellaneous |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Total |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
|
| December 31, 2023 |
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| Net |
| |||||||||||
|
| Cost or |
|
| Gross |
|
| Gross Unrealized Losses |
|
| Estimated |
|
| Unrealized |
| |||||||||
|
| Amortized |
|
| Unrealized |
|
| Less than 12 |
|
| More than 12 |
|
| Fair |
|
| Gains/ |
| ||||||
Category |
| Cost |
|
| Gains |
|
| Months |
|
| Months |
|
| Value |
|
| (Losses) |
| ||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||
Held-to-Maturity Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
U.S. Treasury securities |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Political subdivisions of States, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Territories and Possessions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange traded debt |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and other bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial and miscellaneous |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Total |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
Held-to-maturity U.S. Treasury securities are held in trust pursuant to various states’ minimum funds requirements.
14 |
Table of Contents |
A summary of the amortized cost and estimated fair value of the Company’s investments in held-to-maturity securities by contractual maturity as of June 30, 2024 and December 31, 2023 is shown below:
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||||||||||
|
| Cost or |
|
|
|
| Cost or |
|
|
| ||||||
|
| Amortized |
|
| Estimated |
|
| Amortized |
|
| Estimated |
| ||||
Remaining Time to Maturity |
| Cost |
|
| Fair Value |
|
| Cost |
|
| Fair Value |
| ||||
|
|
|
|
|
|
|
|
| ||||||||
Less than one year |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
One to five years |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Five to ten years |
|
|
|
|
|
|
|
|
|
|
|
| ||||
More than 10 years |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
The actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without penalties.
There was no allowance for credit losses on held-to-maturity fixed-maturity securities as of June 30, 2024 and December 31, 2023, respectively.
Investment Income
Major categories of the Company’s net investment income are summarized as follows:
|
| Three months ended |
|
| Six months ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
|
| 2024 |
|
| 2023 |
|
| 2024 |
|
| 2023 |
| ||||
Income: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fixed-maturity securities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net investment income |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
There were no redemptions of fixed-maturity securities held-to-maturity for the six months ended June 30, 2024 and 2023.
Proceeds from the sale or maturity of fixed-maturity securities available-for-sale were $
Proceeds from the sale of equity securities were $
15 |
Table of Contents |
The Company’s net gains on investments are summarized as follows:
|
| Three months ended |
|
| Six months ended |
| ||||||||||
|