Company Quick10K Filing
Positive Physicians Holdings
Price12.32 EPS-0
Shares4 P/E-94
MCap45 P/FCF-3
Net Debt-19 EBIT-1
TEV26 TEV/EBIT-45
TTM 2019-09-30, in MM, except price, ratios
10-Q 2020-06-30 Filed 2020-08-14
10-Q 2020-03-31 Filed 2020-06-22
10-K 2019-12-31 Filed 2020-05-14
10-Q 2019-09-30 Filed 2019-11-14
10-Q 2019-06-30 Filed 2019-08-14
10-Q 2019-03-31 Filed 2019-06-28
S-1 2019-01-22 Public Filing
10-K 2018-12-31 Filed 2019-04-24
8-K 2020-07-27 Exhibits
8-K 2020-06-24 Officers
8-K 2020-05-18
8-K 2020-05-15
8-K 2020-04-29
8-K 2020-03-25
8-K 2019-10-11
8-K 2019-09-27
8-K 2019-05-28
8-K 2019-04-11
8-K 2019-03-22

PPHI 10Q Quarterly Report

Part I - Financial Information
Item 1. Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part II - Other Information
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits.
EX-31.1 pphi-ex311_6.htm
EX-31.2 pphi-ex312_7.htm
EX-32.1 pphi-ex321_8.htm
EX-32.2 pphi-ex322_9.htm

Positive Physicians Holdings Earnings 2020-06-30

Balance SheetIncome StatementCash Flow
16012896643202018201820192020
Assets, Equity
10.07.95.83.61.5-0.62018201820192020
Rev, G Profit, Net Income
3525155-5-152018201820192020
Ops, Inv, Fin

10-Q 1 pphi-10q_20200630.htm 10-Q pphi-10q_20200630.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended June 30, 2020

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: 001-38814

 

Positive Physicians Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Pennsylvania

83-0824448

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

100 Berwyn Park, Suite 220

850 Cassatt Road, Berwyn, PA

19312

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (888) 335-5335

 

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

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

PPHI

The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

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

As of August 12, 2020, the registrant had 3,615,500 shares of common stock, $0.01 par value per share, outstanding.

 

 

 

 


Table of Contents

 

 

 

Page

PART I.

FINANCIAL INFORMATION

1

Item 1.

Financial Statements (Unaudited)

1

 

Unaudited Consolidated Balance Sheets

1

 

Unaudited Consolidated Statements of Operations

2

 

Unaudited Consolidated Statements of Comprehensive Income

3

 

Unaudited Consolidated Statements of Stockholders’ Equity

4

 

Unaudited Consolidated Statements of Cash Flows

5

 

Notes to Unaudited Consolidated Financial Statements

6

Item 2.

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

20

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

32

Item 4.

Controls and Procedures

33

PART II.

OTHER INFORMATION

34

Item 1.

Legal Proceedings

34

Item 1A.

Risk Factors

34

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

34

Item 3.

Defaults Upon Senior Securities

34

Item 4.

Mine Safety Disclosures

34

Item 5.

Other Information

34

Item 6.

Exhibits

35

Signatures

36

 

 

i


PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Positive Physicians Holdings, Inc.

Consolidated Balance Sheets

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

(Unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Available-for-sale fixed maturity securities, at fair value

 

$

101,517,706

 

 

$

95,748,042

 

Equity securities, at fair value

 

 

260,915

 

 

 

7,756,966

 

Short-term investments, at fair value

 

 

249,988

 

 

 

1,169,472

 

Total investments

 

 

102,028,609

 

 

 

104,674,480

 

Cash and cash equivalents

 

 

22,867,591

 

 

 

20,988,081

 

Accrued investment income

 

 

671,412

 

 

 

699,087

 

Premiums receivable

 

 

6,590,480

 

 

 

7,383,876

 

Reinsurance recoverable

 

 

8,265,060

 

 

 

7,850,409

 

Income taxes recoverable

 

 

2,061,515

 

 

 

1,313,935

 

Unearned ceded premiums

 

 

1,923,151

 

 

 

1,181,345

 

Deferred acquisition costs

 

 

2,594,469

 

 

 

2,584,486

 

Deferred income taxes

 

 

207,071

 

 

 

891,584

 

Prepaid management fee

 

 

8,214,286

 

 

 

8,928,571

 

Other assets

 

 

276,808

 

 

 

124,507

 

Total assets

 

$

155,700,452

 

 

$

156,620,361

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

$

63,510,324

 

 

$

63,607,975

 

Unearned premiums

 

 

12,950,905

 

 

 

12,783,124

 

Reinsurance payable

 

 

2,926,238

 

 

 

1,961,653

 

Accounts payable, accrued expenses, and other liabilities

 

 

2,086,480

 

 

 

5,009,346

 

Note payable

 

 

32,690

 

 

 

64,858

 

Total liabilities

 

 

81,506,637

 

 

 

83,426,956

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Common stock, $0.01 par value, 10,000,000 shares authorized;

   3,615,500 shares issued and outstanding

 

 

36,155

 

 

 

36,155

 

Additional paid-in capital

 

 

49,492,203

 

 

 

49,421,081

 

Retained earnings

 

 

21,331,807

 

 

 

22,096,447

 

Accumulated other comprehensive income

 

 

3,333,650

 

 

 

1,639,722

 

Total stockholders' equity

 

 

74,193,815

 

 

 

73,193,405

 

Total liabilities and stockholders' equity

 

$

155,700,452

 

 

$

156,620,361

 

 

The accompanying notes are an integral part of these consolidated financial statements.

1


Positive Physicians Holdings, Inc.

Consolidated Statements of Operations

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

4,699,722

 

 

$

5,327,994

 

 

$

9,384,432

 

 

$

10,819,201

 

Net investment income

 

 

648,546

 

 

 

766,247

 

 

 

1,414,843

 

 

 

1,394,503

 

Realized investment gains (losses), net

 

 

491,940

 

 

 

173,618

 

 

 

(1,472,481

)

 

 

1,025,269

 

Total revenues

 

 

5,840,208

 

 

 

6,267,859

 

 

 

9,326,794

 

 

 

13,238,973

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses, net

 

 

3,195,811

 

 

 

4,267,440

 

 

 

6,381,414

 

 

 

7,589,116

 

Other underwriting expenses

 

 

2,352,947

 

 

 

2,785,060

 

 

 

4,691,851

 

 

 

6,285,437

 

Interest expense

 

 

1,260

 

 

 

413

 

 

 

1,855

 

 

 

1,779

 

Total expenses

 

 

5,550,018

 

 

 

7,052,913

 

 

 

11,075,120

 

 

 

13,876,332

 

Income (loss) before provision for income taxes

 

 

290,190

 

 

 

(785,054

)

 

 

(1,748,326

)

 

 

(637,359

)

Provision for income taxes

 

 

(67,873

)

 

 

(224,107

)

 

 

(983,686

)

 

 

(168,201

)

Net income (loss)

 

$

358,063

 

 

$

(560,947

)

 

$

(764,640

)

 

$

(469,158

)

Income (loss) per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock - basic

 

$

0.10

 

 

$

(0.16

)

 

$

(0.21

)

 

$

(0.13

)

Common stock - diluted

 

$

0.10

 

 

$

(0.16

)

 

$

(0.21

)

 

$

(0.13

)

 

The accompanying notes are an integral part of these consolidated financial statements.

2


Positive Physicians Holdings, Inc.

Consolidated Statements of Comprehensive Income

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

Net income (loss)

 

$

358,063

 

 

$

(560,947

)

 

$

(764,640

)

 

$

(469,158

)

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on available-for-sale fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gain during the period, net of income tax

   expense of $938,368 and $277,179 for three months ended

   June 30, 2020 and 2019 and $450,285 and $621,384 for six

   months ended June 30, 2020 and 2019, respectively

 

 

3,533,937

 

 

 

1,042,739

 

 

 

1,736,858

 

 

 

2,309,331

 

Reclassification adjustments for (gains) losses included in net

   income (loss), net of income tax (expense) benefit of $(1,033)

   and $(6) for three months ended June 30, 2020 and 2019 and

   $(11,412) and $7,509 for six months ended June 30, 2020 and

   2019, respectively

 

 

(3,887

)

 

 

(22

)

 

 

(42,930

)

 

 

28,248

 

Other comprehensive income

 

 

3,530,050

 

 

 

1,042,717

 

 

 

1,693,928

 

 

 

2,337,579

 

Comprehensive income

 

$

3,888,113

 

 

$

481,770

 

 

$

929,288

 

 

$

1,868,421

 

 

The accompanying notes are an integral part of these consolidated financial statements.

3


Positive Physicians Holdings, Inc.

Consolidated Statements of Stockholders’ Equity

 

 

 

Three Months Ended June 30, 2020 (Unaudited)

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Total

Equity

 

Balance, April 1, 2020

$

36,155

 

 

$

49,468,496

 

 

$

20,973,744

 

 

$

(196,400

)

 

$

70,281,995

 

Stock based compensation expense

 

 

 

 

23,707

 

 

 

 

 

 

 

 

 

23,707

 

Net income

 

 

 

 

 

 

 

358,063

 

 

 

 

 

 

358,063

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

3,530,050

 

 

 

3,530,050

 

Balance, June 30, 2020

$

36,155

 

 

$

49,492,203

 

 

$

21,331,807

 

 

$

3,333,650

 

 

$

74,193,815

 

 

 

Six Months Ended June 30, 2020 (Unaudited)

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Total

Equity

 

Balance, January 1, 2020

$

36,155

 

 

$

49,421,081

 

 

$

22,096,447

 

 

$

1,639,722

 

 

$

73,193,405

 

Stock based compensation expense

 

 

 

 

71,122

 

 

 

 

 

 

 

 

 

71,122

 

Net loss

 

 

 

 

 

 

 

(764,640

)

 

 

 

 

 

(764,640

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

1,693,928

 

 

 

1,693,928

 

Balance, June 30, 2020

$

36,155

 

 

$

49,492,203

 

 

$

21,331,807

 

 

$

3,333,650

 

 

$

74,193,815

 

 

 

Three Months Ended June 30, 2019 (Unaudited)

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Total

Equity

 

Balance, April 1, 2019

$

36,155

 

 

$

49,463,760

 

 

$

22,427,187

 

 

$

64,846

 

 

$

71,991,948

 

Issuance of common stock

 

 

 

 

(42,679

)

 

 

 

 

 

 

 

 

(42,679

)

Net loss

 

 

 

 

 

 

 

(560,947

)

 

 

 

 

 

(560,947

)

Other comprehensive income

 

 

 

 

 

 

 

-

 

 

 

1,042,717

 

 

 

1,042,717

 

Balance, June 30, 2019

$

36,155

 

 

$

49,421,081

 

 

$

21,866,240

 

 

$

1,107,563

 

 

$

72,431,039

 

 

 

Six Months Ended June 30, 2019 (Unaudited)

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Total

Equity

 

Balance, January 1, 2019

$

 

 

$

15,882,835

 

 

$

22,335,398

 

 

$

(1,230,016

)

 

$

36,988,217

 

Issuance of common stock

 

36,155

 

 

 

33,538,246

 

 

 

 

 

 

 

 

 

33,574,401

 

Net loss

 

 

 

 

 

 

 

(469,158

)

 

 

 

 

 

(469,158

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

2,337,579

 

 

 

2,337,579

 

Balance, June 30, 2019

$

36,155

 

 

$

49,421,081

 

 

$

21,866,240

 

 

$

1,107,563

 

 

$

72,431,039

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

4


Positive Physicians Holdings, Inc.

Consolidated Statements of Cash Flows

 

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(764,640

)

 

$

(469,158

)

Adjustments to reconcile net loss to net cash flows used in operating activities:

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

234,230

 

 

 

(168,927

)

Net realized (gain) loss on sales of investments

 

 

(49,364

)

 

 

179,944

 

Unrealized loss (gain) on equity securities and other investments

 

 

1,521,845

 

 

 

(1,205,213

)

Amortization of fixed maturity premiums

 

 

154,586

 

 

 

113,397

 

Depreciation and amortization expense

 

 

740,752

 

 

 

383,610

 

Stock based compensation expense

 

 

71,122

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accrued investment income

 

 

27,675

 

 

 

(1,747

)

Premiums receivable

 

 

793,396

 

 

 

2,101,019

 

Reinsurance recoverable

 

 

(414,651

)

 

 

(1,684,074

)

Income taxes recoverable

 

 

(747,580

)

 

 

313

 

Unearned ceded premiums

 

 

(741,806

)

 

 

(991,017

)

Deferred acquisition costs

 

 

(9,983

)

 

 

326,736

 

Prepaid management fee

 

 

 

 

 

(10,000,000

)

Other assets

 

 

(178,769

)

 

 

(74,497

)

Losses and loss adjustment expenses

 

 

(97,651

)

 

 

(900,573

)

Unearned premiums

 

 

167,781

 

 

 

(448,072

)

Reinsurance payable

 

 

964,585

 

 

 

160,454

 

Accounts payable, accrued expenses, and other liabilities

 

 

(2,922,866

)

 

 

(1,689,520

)

Net cash flows used in operating activities

 

 

(1,251,338

)

 

 

(14,367,325

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Proceeds from sales of fixed maturity securities

 

 

12,235,480

 

 

 

5,993,685

 

Proceeds from sales of equity securities and other investments

 

 

6,026,885

 

 

 

1,313,230

 

Purchases of fixed maturity securities

 

 

(15,686,197

)

 

 

(5,786,607

)

Purchases of equity securities

 

 

(332,624

)

 

 

(534,224

)

Net sales of short-term investments

 

 

919,472

 

 

 

300,000

 

Net cash flows provided by investing activities

 

 

3,163,016

 

 

 

1,286,084

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

 

 

 

33,574,401

 

Payments of notes payable

 

 

(32,168

)

 

 

(30,937

)

Net cash flows (used in) provided by financing activities

 

 

(32,168

)

 

 

33,543,464

 

Net change in cash and cash equivalents

 

 

1,879,510

 

 

 

20,462,223

 

Cash and cash equivalents, at beginning of period

 

 

20,988,081

 

 

 

3,903,620

 

Cash and cash equivalents, at end of period

 

$

22,867,591

 

 

$

24,365,843

 

Cash paid during the period for interest

 

$

1,855

 

 

$

2,261

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5


 

Positive Physicians Holdings, Inc.

Notes to Unaudited Consolidated Financial Statements

1.

Organization

The accompanying unaudited consolidated financial statements include the accounts of Positive Physicians Holdings, Inc. and its wholly owned subsidiary (collectively referred to as the “Company”).  Positive Physicians Holdings, Inc. is a Pennsylvania domiciled holding company, which was incorporated on May 1, 2018 for the purpose of acquiring three Pennsylvania based reciprocal insurance exchanges: Positive Physicians Insurance Exchange (“PPIX”), Professional Casualty Association (“PCA”), and Physicians’ Insurance Program Exchange (“PIPE”). In connection with the completion of the Company’s initial public offering, PPIX, PCA, and PIPE converted from reciprocal insurance exchanges into stock insurance companies and were merged together to form Positive Physicians Insurance Company (“Positive Insurance Company”), a wholly owned subsidiary of the Company. The Company’s initial public offering and its acquisition of Positive Insurance Company were completed on March 27, 2019. Prior to that time, the Company had minimal assets and liabilities and had not engaged in any operations. References to the Company or Positive Insurance Company financial information in this Quarterly Report prior to the conversion and merger date is to the financial information of PPIX, PCA, and PIPE on a combined basis.  When used in this Quarterly Report, “we” and “our” mean PPIX, PCA, and PIPE prior to March 27, 2019, and Positive Insurance Company thereafter.

Positive Insurance Company

Positive Insurance Company writes medical malpractice insurance for healthcare providers practicing in Pennsylvania, New Jersey, Ohio, Delaware, Maryland, South Carolina, and Michigan.  Diversus Management, LLC (“Diversus Management”) manages and administers essentially all of the operations of Positive Insurance Company under the terms of a management agreement.  Diversus Management is a wholly owned subsidiary of Diversus, Inc. (“Diversus”).  Pursuant to the terms of the agreement, effective March 27, 2019, Diversus Management provides such administrative services to Positive Insurance Company in exchange for fees based upon a percentage of Positive Insurance Company’s gross written premiums, less return premiums.  Diversus Management may also earn quarterly performance management fees based on Positive Insurance Company’s combined ratio and net earned premiums.  Positive Insurance Company remains responsible for all underwriting decisions and the payment of all claims and claims related expenses incurred under policies issued by Positive Insurance Company and for all sales commissions paid to producers.

Products and Services

Positive Insurance Company underwrites medical professional liability coverage for physicians, their corporations, medical groups, clinics and allied healthcare providers.  Medical professional liability insurance (“MPLI”) protects physicians and other health care providers against liabilities arising from the rendering of, or failure to render, professional medical services.  We offer claims-made coverage, claims-made plus, and occurrence-based policies as well as tail coverage in Pennsylvania, New Jersey, Ohio, Delaware, Maryland, South Carolina, and Michigan.  Our policies include coverage for the cost of defending claims.  Claims-made policies provide coverage to the policyholder for claims reported during the period of coverage.  We offer extended reporting endorsements, or tails, to cover claims reported after the policy expires.  Occurrence-based policies provide coverage to the policyholders for all losses incurred during the policy coverage year regardless of when the claims are reported.  Although we generate a majority of our premiums from individual and small group practices, we also insure several major physician groups.

The Company accounts for its medical professional liability insurance business as a single reporting segment line of business.

Option Agreement

Upon completion of the conversions of PPIX, PCA, and PIPE and the securities offering on March 27, 2019, the Company and Diversus entered into an option agreement whereby either party has the option to cause Diversus, subject to shareholder approval, to merge with and become a wholly owned subsidiary of the Company.  Under the terms of the agreement, the option may be exercised by either the Company or Diversus at any time (1) during the period beginning 2 years after completion of the conversions of the exchanges and ending 54 months after the completion of the conversions, or (2) if earlier than 2 years after the completion of the conversions, then such date that the majority stockholder of the Company no longer has the right to appoint a majority of the board of directors of the Company.  In connection with any merger, the common stock shareholders of Diversus will receive either cash, common stock shares of the Company, or some combination thereof for their shares of Diversus’ common stock.  With respect to the preferred stock shares of Diversus, they will either be paid out in cash or converted into common stock shares of Diversus as if such preferred stock shares were converted into Diversus’ common stock shares immediately prior to the effective date of the merger.

6


 

2.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

Our consolidated financial statements include our accounts and those of our wholly owned subsidiary.  We have eliminated all inter-company accounts and transactions in consolidation.  

Positive Physicians Holdings, Inc. was formed on May 1, 2018.  Prior to the completion of the initial public offering, the Company, PPIX, PCA, and PIPE were under the common control of Diversus.  Additionally, prior to March 27, 2019, the Company did not engage in substantive pre-combination activities, and accordingly, is not considered the acquirer of the net assets of Positive Insurance Company.  The acquirer of these net assets is the majority stockholder of the Company.  Accordingly, the accompanying unaudited financial statements do not reflect any adjustments to fair value as might have been determined had the Company accounted for the acquisition of Positive Insurance Company’s net assets as a business combination.  

We recommend you read the interim consolidated financial statements we include in this Form 10-Q Report in conjunction with the financial statements and the notes to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019.

3.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and notes. Actual results could differ from these estimates and such differences could be material.  The Company’s principal estimates include the liability for losses and loss adjustment expenses, deferred acquisition costs, other-than-temporary impairments of investments, and valuation of deferred tax assets.

Cash and Cash Equivalents

The Company considers cash and cash equivalents to be cash on hand and depository bank accounts with original maturities of three months or less, are readily convertible to known amounts of cash, and present insignificant risk of changes in value due to changing interest rates.

Investments

Investments in fixed maturity securities are classified as available-for-sale and are stated at fair value. Unrealized holding gains and losses, net of related tax effects, on available-for-sale fixed maturity securities are recorded directly to accumulated other comprehensive income.  Investments in equity securities are stated at fair value and unrealized holding gains and losses are credited or charged to net income (loss) as incurred and are included in realized investment gains (losses), net in the accompanying consolidated statements of operations.

Realized gains and losses on sales of equity and fixed maturity securities are recognized into income based upon the specific identification method.  Interest and dividends are recognized as earned.  Short-term investments are considered to be short-term, highly liquid investments that are less than one year in term to the dates of maturity at the purchase dates, and they present insignificant risk of changes in value due to changing interest rates.

The Company regularly evaluates all of its investments based on current economic conditions, credit loss experience, and other specific developments.  If there is a decline in a security’s net realizable value that is other than temporary, it is considered as a realized loss and the cost basis in the security is reduced to its estimated fair value.

7


 

A fixed maturity security is considered to be other-than-temporarily impaired when the security’s fair value is less than its amortized cost basis and 1) we intend to sell the security, 2) it is more likely than not that we will be required to sell the security before recovery of the security’s amortized cost basis, or 3) we believe we will be unable to recover the entire amortized cost basis of the security (i.e., credit loss has occurred).  Other-than-temporary-impairments (“OTTI”) of fixed maturity securities are separated into credit and noncredit-related amounts when there are credit-related losses associated with the impaired fixed maturity security for which management asserts that it does not have the intent to sell the security, and it is more likely than not that it will not be required to sell the security before recovery of its cost basis.  The amount of the OTTI related to a credit loss is recognized in earnings, and the amount of the OTTI related to other factors is recorded in other comprehensive income (loss).  A credit loss is determined by assessing whether the amortized cost basis of the security will be recovered, by comparing the present value of cash flows expected to be collected from the security, computed using original yield as the discount rate, to the amortized cost basis of the security.  The shortfall of the present value of the cash flows expected to be collected in relation to the amortized cost basis is considered to be the “credit loss.”

Deferred Acquisition Costs

Certain direct acquisition costs consisting of commissions, premium taxes and certain other direct underwriting expenses that vary with and are primarily related to the successful production of business are deferred and amortized over the effective period of the related insurance policies as the underlying policy premiums are earned. The method followed in computing deferred acquisition costs limits the amount of deferred costs to their estimated realizable value, which gives effect to the premium to be earned, related investment income, losses and loss adjustment expenses, and certain other costs expected to be incurred as the premium is earned. Future changes in estimates, the most significant of which is expected losses and loss adjustment expenses, may require adjustments to deferred acquisition costs. If the estimation of net realizable value indicates that the deferred acquisition costs are not recoverable, then they would be written off.

Prepaid Management Fee

Prepaid management fee comprises costs incurred by the Company to execute a new management agreement with Diversus Management and is amortized on a straight-line basis over the seven-year useful life of the agreement.

Liability for Losses and Loss Adjustment Expenses

Liability for losses and loss adjustment expenses include an amount determined from individual case estimates and loss reports and an amount, based on prior experience, actuarial assumptions and management judgments for losses incurred but not reported. Such liabilities are necessarily based on assumptions and estimates, and while management believes the amount is adequate, the ultimate liability may be in excess of or less than the amounts provided. The methods for making such estimates for establishing the resulting liabilities are continually reviewed.  Estimating the ultimate cost of future losses and loss adjustment expenses is an uncertain and complex process.  This estimation process is based upon the assumption that past developments are an appropriate indicator of future events and involves a variety of actuarial techniques that analyze experience, trends, and other relevant factors.  The uncertainties involved with the reserving process include internal factors, such as changes in claims handling procedure, as well as external factors, such as economic trends and changes in the concepts of legal liability and damage awards.  Accordingly, final loss settlements may vary from the present estimates, particularly when those payments may not occur until well into the future.  Adjustments to previously established reserves are reflected in the operating results of the period in which the adjustment is determined to be necessary.  Such adjustments could possibly be significant, reflecting any variety of new and adverse or favorable trends.      

We also offer extended reporting coverage at no additional charge in the event of disability, death or retirement after a policyholder reaches the age of 55 and has been a mature-claims policyholder with Positive Insurance Company for at least one year.  An extended reporting endorsement policy reserve is required to assure that premiums are not earned prematurely.  This reserve is actuarially determined and the balance is included in unearned premiums in the consolidated balance sheets.

Reinsurance

The Company cedes insurance risk to other insurance companies. This arrangement allows us to minimize the net loss potential arising from large risks. Reinsurance contracts do not relieve the Company of its obligation to its policyholders. Reinsurance premiums, losses, and loss adjustment expenses are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contract.

8


 

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments, non-U.S. government bonds, premiums receivable, and balances recoverable from reinsurers.  Non-U.S. government bonds are diversified, and no one investment accounts for greater than 5% of our invested assets. Cash and cash equivalents are deposited with financial institutions with balances that fluctuate in excess of federally insured limits. If the financial institutions were not to honor their contractual liability to us, we could incur losses.  We are of the opinion that there is low risk because of the financial strength of the respective financial institutions.  We are also subject to concentrations of credit risk through short-term money market investments. The credit risk related to short-term money market investments is minimized by our investing in money market funds or repurchase agreements, both secured by U.S. government securities.  

No one insured accounted for over 10% of premiums receivable as of June 30, 2020 and December 31, 2019 or gross written premium for the three and six months ended June 30, 2020 and 2019.  We have reinsurance contracts with various reinsurers all of whom have A.M. Best ratings of A or better or have provided collateral to secure their obligations.  

Revenue Recognition

Premiums are earned on a daily pro rata basis over the terms of the insurance policies.  Unearned premium reserves are established to cover the unexpired portion of the policies in force less amounts ceded to reinsurers.  For consideration received for policies with effective dates subsequent to the reporting period, the Company records an advance premium liability in lieu of written premium.

Premiums associated with tails are generally earned as written, except for the afore-mentioned extended reporting coverage in the event of disability, death or retirement.  Other forms of tails, in which premiums are earned as written, include the following: 1) An insured who terminates a claims-made policy with their prior carrier, and who purchases tail coverage (extended reporting coverage) from their old carrier or obtains retroactive (prior-acts) coverage from a new carrier, or 2) Stand-alone tail coverage in which an insured is offered a tail policy by their prior carrier but seeks a competitive quote from a different carrier.  Both types of tail coverage insure against claims reported after the end of the original policy period for incidents that occurred while that policy was in effect.  

Comprehensive Income

Certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale fixed maturity securities and unrealized losses related to factors other than credit on fixed maturity securities, are reported as a separate component in the equity section in the accompanying consolidated balance sheets. Such items, along with net income (loss), are components of comprehensive income, and are reflected in the accompanying consolidated statements of comprehensive income.  Reclassifications of realized gains and losses on sales of investments out of accumulated other comprehensive income are recorded in realized investment gains (losses), net in the accompanying consolidated statements of operations.

Income Taxes

The Company accounts for income taxes under the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements.  Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized.  In making such determination, we consider all available positive and negative evidence, including future reversal of existing taxable temporary differences, tax planning strategies, projected future taxable income, and recent financial operations.

Prior to March 27, 2019, PPIX, PCA, and PIPE filed separate federal income tax returns.  The Company did not recognize any interest and penalties in the accompanying consolidated statements of operations for the three and six months ended June 30, 2020 and 2019.  PPIX, PCA, and PIPE remain subject to examination by the Internal Revenue Service for tax years 2016 through 2018 and the short stub period in 2019.  Beginning with the 2019 tax year, the Company will file a consolidated federal income tax return.

 

9


 

4.

Recent Accounting Pronouncements

As an emerging growth company, we have elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.  The following discussion includes effective dates for both public business entities and emerging growth companies, as well as whether specific guidance may be adopted early.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued guidance that requires lessees to recognize leases, including operating leases, on the lessee’s balance sheet, unless a lease is considered a short-term lease.  This guidance also requires entities to make new judgments to identify leases.  The guidance was effective for annual and interim reporting periods beginning after December 15, 2018 and permitted early adoption.  The Company’s adoption of this guidance on January 1, 2019 did not have a significant impact on our financial condition, results of operations or cash flows.

Recently Issued Accounting Pronouncements

New accounting rules and disclosure requirements can impact the results and the comparability of the Company’s consolidated financial statements. The following recently issued accounting pronouncements are relevant to the Company’s consolidated financial statements:

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments.  The amendments in this Update require a new topic to be added (Topic 326) to the Accounting Standards Codification ("ASC") and removes the thresholds that entities apply to measure credit losses on financial instruments measured at amortized cost, such as loans, trade receivables, reinsurance recoverables, off-balance-sheet credit exposures, and held-to-maturity securities.  Under current GAAP, entities generally recognize credit losses when it is probable that the loss has been incurred.  The guidance under ASU 2016-13 will remove all current recognition thresholds and will require entities under the new current expected credit loss ("CECL") model to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that an entity expects to collect over the instrument's contractual life.   The new CECL model is based upon expected losses rather than incurred losses.  Additionally, the credit loss recognition guidance for available-for-sale securities is amended and will require that credit losses on such debt securities should be recognized as an allowance for credit losses rather than a direct write-down of amortized cost balance.  The ASU was effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.  In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which extended the effective date of adopting ASU 2016-13.  Under ASU 2019-10, ASU 2016-13 will be effective for Public Business Entities that are filers with the Securities and Exchange Commission (“SEC”), excluding smaller reporting companies such as the Company, for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years.  For all other entities, including smaller reporting companies like the Company, ASU 2016-13 will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.  For all entities, early adoption will continue to be permitted; that is, early adoption is allowed for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (that is, effective January 1, 2019, for calendar year-end companies).  The Company is currently a smaller reporting company, so the Company’s expected adoption date for ASU 2016-13 is January 1, 2023.  At this time, we are evaluating the potential impact of ASU 2016-13 in the Company’s consolidated financial statements.

5.

Investments

The Company uses fair value measurements to record fair value adjustments to certain assets to determine fair value disclosures.  Fixed maturity available-for-sale securities and equity securities are recorded at fair value on a recurring basis.  FASB ASC Topic 820 “Fair Value Measurements and Disclosures” establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value.  The three levels of the fair value hierarchy under ASC Topic 820 are as follows:

 

Level 1:

Quoted (unadjusted) prices for identical assets in active markets.

 

Level 2:

Other observable inputs, either directly or indirectly, including:

 

Quoted prices for similar assets in active markets;

 

Quoted prices for identical or similar assets in nonactive markets (few transactions, limited information, noncurrent prices, high variability over time, etc.);

 

Inputs other than quoted prices that are observable for the asset (interest rates, yield curves, volatilities, default rates, etc.); and

 

Inputs that are derived principally from or corroborated by other observable market data.

10


 

 

Level 3:

Unobservable inputs that cannot be corroborated by observable market data.

Under ASC Topic 820, we base fair values of assets on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy in FASB ASC Topic 820. Fair value measurements for assets where there exists limited or no observable market data and, therefore, are based primarily upon our or other third-party’s estimates, are often calculated based on the characteristics of the asset, the economic and competitive environment and other such factors. Management uses its best judgment in estimating the fair value of financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts we could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective period end and have not been re-evaluated or updated for purposes of the consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end. Additionally, changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future valuations.

We obtain one price for each security primarily from a third-party pricing service (“pricing service”), which generally uses quoted prices or other observable inputs for the determination of fair value. The pricing service normally derives the security prices through recently reported trades for identical or similar securities, making adjustments through the reporting date based upon available observable market information. For securities not actively traded, the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include, but are not limited to, non-binding broker quotes, benchmark yields, credit spreads, default rates, and prepayment speeds.

In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest-level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

Amortized cost/cost, gross unrealized gains, gross unrealized losses, and fair value of fixed maturity securities by major security type for the results at June 30, 2020 and December 31, 2019 are as follows:

 

 

 

Amortized

Cost/Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government

 

$

11,359,661

 

 

$

205,497

 

 

$

18,101

 

 

$

11,547,057

 

States, territories, and possessions

 

 

1,088,928

 

 

 

59,450

 

 

 

 

 

 

1,148,378

 

Subdivisions of states, territories, and possessions

 

 

12,290,490

 

 

 

495,142

 

 

 

6,946

 

 

 

12,778,686

 

Industrial and miscellaneous

 

 

72,558,805

 

 

 

3,686,060

 

 

 

201,280

 

 

 

76,043,585

 

Total fixed maturity securities

 

$

97,297,884

 

 

$

4,446,149

 

 

$

226,327

 

 

$

101,517,706

 

 

 

 

Amortized

Cost/Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government

 

$

10,689,829

 

 

$

100,223

 

 

$

38,490

 

 

$

10,751,562

 

States, territories, and possessions

 

 

1,096,638

 

 

 

46,385

 

 

 

 

 

 

1,143,023

 

Subdivisions of states, territories, and possessions

 

 

12,440,863

 

 

 

389,472

 

 

 

7,470

 

 

 

12,822,865

 

Industrial and miscellaneous

 

 

69,445,114

 

 

 

1,591,777

 

 

 

6,299

 

 

 

71,030,592

 

Total fixed maturity securities

 

$

93,672,444

 

 

$

2,127,857

 

 

$

52,259

 

 

$

95,748,042

 

 

11


 

The table below sets forth the contractual maturity profile of our investments in fixed maturity securities at June 30, 2020 and December 31, 2019.  Expected maturities could differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties.

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

Amortized

Cost/Cost

 

 

Fair Value

 

 

Amortized

Cost/Cost

 

 

Fair Value

 

Due in less than one year

 

$

17,075,418

 

 

$

17,211,639

 

 

$

8,570,607

 

 

$

8,584,991

 

Due after one year to five years

 

 

58,599,281

 

 

 

61,398,223

 

 

 

59,713,323

 

 

 

60,844,219

 

Due after five years to ten years

 

 

21,091,272

 

 

 

22,320,449

 

 

 

24,656,702

 

 

 

25,539,400

 

Due after ten years

 

 

531,913

 

 

 

587,395

 

 

 

731,812

 

 

 

779,432

 

 

 

$

97,297,884

 

 

$

101,517,706

 

 

$

93,672,444

 

 

$

95,748,042

 

 

Realized gains and losses are determined using the specific identification method. During the three and six months ended June 30, 2020 and 2019, proceeds from maturities and sales and gross realized gains and losses on securities and other investments are as follows:

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Proceeds

 

$

10,748,023

 

 

$

2,329,834

 

 

$

18,262,365

 

 

$

7,306,915

 

Gross gains

 

 

771,306

 

 

 

41,207

 

 

 

823,155

 

 

 

59,898

 

Gross losses

 

 

516,504

 

 

 

186,205

 

 

 

773,791

 

 

 

239,842

 

 

The components of net realized investment gains (losses) for the three and six months ended June 30, 2020 and 2019 are as follows:

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Gain (loss) on sales of fixed maturity securities

 

$

3,887

 

 

$

22

 

 

$

42,930

 

 

$

(28,248

)

Gain (loss) on sales of equity securities and other investments

 

 

250,915

 

 

 

(145,020

)

 

 

6,434

 

 

 

(151,696

)

Total gain (loss) on sales of investments

 

 

254,802

 

 

 

(144,998

)

 

 

49,364

 

 

 

(179,944

)

Unrealized gain (loss) on equity securities and other investments

 

 

237,138

 

 

 

318,616