SECURITIES & EXCHANGE COMMISSION EDGAR FILING
KINGSTONE COMPANIES, INC.
Form: 10-K
Date Filed: 2012-03-30
Corporate Issuer CIK: 33992
KINS
Symbol:
6411
SIC Code:
12/31
Fiscal Year End:
© Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the
terms of use.
United States Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
☑
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FORM 10-K
❑
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011
FOR THE TRANSITION PERIOD FROM__________TO__________
Commission File Number 0-1665
KINGSTONE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
36-2476480
(I.R.S. Employer Identification No.)
1154 Broadway, Hewlett, New York
(Address of principal executive offices)
11557
(Zip Code)
(516) 374-7600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock
Name of each exchange on which registered
NASDAQ
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No ☑
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No ❑
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ❑
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
Non-accelerated
(Do not check if a smaller reporting company)
❑
❑
Accelerated filer
Smaller reporting company
❑
☑
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, 2011, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $6,195,773 based on the closing sale price as reported on the NASDAQ Capital
Market. As of March 30, 2012, there were 3,779,900 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
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Forward-Looking Statements
INDEX
Page No.
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Business.
Risk Factors.
Unresolved Staff Comments.
Properties.
Legal Proceedings.
Mine Safety Disclosures.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Selected Financial Data.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Quantitative and Qualitative Disclosures About Market Risk.
Financial Statements and Supplementary Data.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Controls and Procedures.
Other Information.
Directors, Executive Officers and Corporate Governance.
Executive Compensation.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Certain Relationships and Related Transactions, and Director Independence.
Principal Accountant Fees and Services.
Item 15.
Signatures
Exhibits and Financial Statement Schedules.
1
2
16
16
16
17
17
17
19
20
46
46
46
46
47
48
52
55
57
59
60
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Forward-Looking Statements
PART I
This Annual Report contains forward-looking statements as that term is defined in the federal securities laws. 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 benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be
made by us, or projections involving anticipated revenues, earnings 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, that may influence the accuracy of the statements and the projections upon which the statements are based. Factors
which may affect our results include, but are not limited to, the risks and uncertainties discussed in Item 7 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.
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ITEM 1. BUSINESS.
(a) Business Development
General
As used in this Annual Report on Form 10-K (the “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 small businesses and individuals in New York State through our wholly-owned subsidiary, Kingstone Insurance Company (“KICO”). KICO is a licensed
property and casualty insurance company in the State of New York. In 2011, KICO obtained a license to write property and casualty insurance in Pennsylvania; however, KICO has not commenced writing business in
Pennsylvania. Payments, Inc., our wholly-owned subsidiary, is a licensed premium finance company in the State of New York and receives fees for placing contracts with a third party licensed premium finance
company.
Recent Developments
Developments During 2011
• Debt Financing
From June 2009 through March 2010, we borrowed $1,450,000 (including $785,000 from related parties) and issued promissory notes in such aggregate principal amount (the “2009/2010 Notes”). During the
quarter the ended June 30, 2011, we prepaid $703,000 (including $407,000 to related parties) of the principal amount of the 2009/2010 Notes. In June 2011, the remaining noteholders agreed to extend the maturity
date of the 2009/2010 Notes for a period of three years from July 10, 2011 to July 10 2014, and, effective July 11, 2011, reduce the interest rate from 12.625% to 9.5% per annum. The remaining 2009/2010 Notes, as
extended, can be prepaid without premium or penalty. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity” and “Certain Relationships and Related Transactions,
and Director Independence – 2009/2010 Debt Financing” in Items 7 and 13, respectively, of this Annual Report.
• Line of Credit
On December 27, 2011, we obtained a $500,000 line of credit. The line of credit bears interest at a floating rate based on the bank’s prime rate. See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Liquidity” in Item 7 of this Annual Report.
• Dividends Declared
In 2011, we declared our first quarterly dividends on our common stock. Dividends of $.03 per share were declared on each of August 11, 2011 and November 10, 2011 and were paid on September 15, 2011
and December 15, 2011, respectively.
• A.M. Best Rating
In 2011, the A.M. Best rating for KICO was upgraded from B (Fair) to B+ (Good).
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Developments During 2010
• Mandatorily Redeemable Preferred Stock Exchanged for Common Stock
In accordance with accounting principles generally accepted in the United Sates of America (“GAAP”) for accounting for certain financial instruments with characteristics of both liabilities and equity, our
mandatorily redeemable preferred stock had been reported as a liability of $1,299,231 on December 31, 2009. Effective June 30, 2010, we issued 787,409 shares of common stock in exchange for 1,299 shares of our
outstanding mandatorily redeemable Series E preferred stock. The value of the exchanged Series E preferred stock was approximately $1,299,231. The effective price for the exchange was $1.65 per share of
common stock, which was approximately equal to the fair value of the common stock issued. For the year ended December 31, 2010, the preferred dividends have been classified as interest expense of $74,706.
(b)
Business
Property and Casualty Insurance
Overview
Generally, property and casualty insurance companies write insurance policies in exchange for premiums paid by their customers (the “insured”). An insurance policy is a contract between the insurance company
and the insured where the insurance company agrees to pay for losses suffered by the insured that are covered under the contract. Such contracts often are subject to subsequent legal interpretation by courts,
legislative action and 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’ building,
inventory and equipment. Casualty insurance (often referred to as liability insurance) generally covers the financial consequences of a legal liability of an individual or an organization resulting from negligent acts and
omissions causing bodily injury and/or property damage to a third party. Claims on property coverage generally are reported and settled in a relatively short period of time, whereas those on casualty coverage can
take years, even decades, to settle.
KICO derives substantially all of its revenues from earned premiums, ceding commissions from quota share reinsurance, investment income and net realized and unrealized gains and losses on investment
securities. 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 life of the policy). A
significant period of time normally elapses between the receipt of insurance premiums and 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.
Insurance companies incur a significant amount of their total expenses from policyholder losses, which are commonly referred to as claims. In settling policyholder losses, various loss adjustment expenses
(“LAE”) are incurred such as insurance adjusters’ fees and litigation expenses. In addition, insurance companies incur policy acquisition expenses, such as commissions paid to producers and premium taxes, and
other expenses related to the underwriting process, including their employees’ compensation and benefits.
The key measure of relative underwriting performance for an insurance company is the combined ratio. An insurance company’s combined ratio under GAAP is calculated by adding the ratio of incurred loss
and LAE to earned premiums (the “loss and LAE ratio”) and 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. However, when considering investment income and investment gains or losses, insurance companies operating at a combined ratio of greater than 100% can
be profitable.
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General
Substantially all of our continuing operations consist of the underwriting of property and casualty insurance. KICO is a multi-line regional property and casualty insurance company writing business exclusively
through independent agents and brokers (“producers”). We are licensed to write insurance in New York and Pennsylvania. KICO obtained authority to write business in Pennsylvania in February 2011; however, it
has not commenced writing business in Pennsylvania. KICO provides direct markets to small and medium-sized producers located primarily in downstate New York, consisting of New York City, Long Island, and
Westchester County. In 2011, KICO expanded its market to include parts of western New York, primarily Buffalo, Rochester and Syracuse.
KICO’s competitive advantage in the marketplace is the service it provides to its producers, policyholders and claimants. Our insurance producers value their relationship with us since they receive excellent,
consistent personal service coupled with competitive rates and commission levels. We believe there are many producers looking for an insurer like KICO, which offers the producer a potential for growth and good
service. KICO consistently is rated above average in the important areas of underwriting, claims handling and service to producers. We believe that the excellent service we provide to our producers, policyholders
and claimants provides a foundation for growth. In 2010, in a company performance survey conducted by the Professional Insurance Agents of New York and New Jersey (“PIA”), KICO was rated the top performer
by PIA members in New York. Each year the PIA surveys its membership, asking them to rate the carriers with whom they do business. The survey covers 20 different performance categories such as claims,
underwriting, agent support and technology. In 2010, 81 companies were rated along with KICO, including large national carriers.
We have developed online application raters and inquiry systems for many of our personal lines and commercial automobile products. Substantially all of our personal lines are underwritten using these
tools. We plan to expand online capabilities to our other lines of business.
Underwriting and Claims Management Philosophy
Our underwriting philosophy is to be conservative in the approach to risks that we write. We monitor results on a regular basis and all of our producers are reviewed by management on a quarterly basis. In
general, we try to avoid severity by writing at lower liability limits when possible.
We believe our rates are competitive with other carriers’ rates in our markets. We believe that consistency and the reliable availability of our insurance products is important to our producers. We do not seek
to grow by competing based solely upon price. We seek to develop long-term relationships with our select producers who understand and appreciate the conservative, consistent path we have chosen. We carefully
underwrite all of our business utilizing the CLUE database, motor vehicle reports, credit reports, physical inspection of risks and other underwriting software. In the event that a material misrepresentation is
discovered in the underwriting process, the policy is voided. If a material misrepresentation is discovered after a claim is presented, we deny the claim. We write homeowners and dwelling fire business in New York
City and Long Island and are cognizant of our exposure to hurricanes. We have mitigated this risk by adding mandatory hurricane deductibles to all policies. Our claim and underwriting expertise enables us to
profitably write personal lines business in all areas of New York City and Long Island.
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Product Lines
Our product lines include the following:
Personal lines - Our largest line of business is personal lines, consisting of homeowners, dwelling fire, 3-4 family dwelling package, condominium, renters, mechanical breakdown and personal umbrella
policies.
General liability policies - We commenced writing business owners policies (“BOP”) in 2008. The BOP business consists primarily of small business retail risks without a cooking or residential exposure. In
June 2009, we commenced writing artisan’s liability policies. In November 2010, we commenced writing special multi-peril liability policies as an option for commercial properties ineligible for our BOP due to risks
exceeding the BOP limits or risk classifications not covered under BOP.
Commercial automobile – Our commercial automobile policies consist primarily of vehicles weighing less than 50,000 pounds owned by small contractors and artisans.
For-hire vehicle physical damage only policies - These policies are designed for newer vehicles utilized as black cars (livery vehicles up to four years old), silver cars (livery vehicles over four years old),
yellow taxicabs and car service vehicles.
Canine legal liability policies - We commenced writing this innovative program in September 2009. These policies cover bodily injury, property damage and medical payments for damages caused by the
insured’s dog.
Distribution
We generate business through independent retail and wholesale agents and brokers whom we refer to collectively as producers. These producers sell policies for KICO as well as for other insurance
companies. We carefully select our producers by evaluating several 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 the size of the agency.
We evaluate the results of each producer through periodic reviews of volume and profitability. We continuously monitor the performance of our producers by assessing leading indicators and metrics that
signal the need for corrective action. Corrective action may include increased frequency of producer meetings and more detailed business planning. Producers not attaining our standards are either terminated or
asked to resign.
Each producer is assigned an underwriter and the producer can call that underwriter directly on any matter. We believe that the close relationship with their underwriter is the principal reason producers place
their business with us. Requests for quotes are responded to as promptly as possible. Our online application raters and inquiry systems have streamlined the process of placing business with KICO, but we
accommodate all other means of producer transmissions. Our producers have access to a website which contains all of our applications, rating software, policy forms and underwriting guidelines for all lines of
business. We send out our publication “KICO Producer News” in order to inform our producers of updates at KICO. In addition we have an active Producer Council and have at least one annual meeting with all of our
producers.
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Competition
The insurance industry is highly competitive. We constantly assess and project the market conditions and prices for our products, but we cannot fully know our profitability until all claims have been reported
and settled.
We compete with large national carriers as well as regional and local carriers in the property and casualty insurance marketplace. Within our selected producers’ offices, we compete with the other carriers
available to that producer. Most of our competition is from carriers with far greater capital and brand recognition. We feel we can compete with any carrier based on service, stressing the development of our personal
underwriting with the producer, and the fair and expedient handling of claims.
Competition with carriers offering lower premium rates could result in fewer applications for coverage. We are unable to predict the extent to which new, proposed or potential initiatives by our competitors
may affect the demand for our products or the risks that may be available for us to consider underwriting.
Loss and Loss Adjustment Expense Reserves
We are required to establish reserves for incurred losses that are unpaid, including reserves for claims and 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.
Loss reserves fall into two categories: case reserves for reported losses and loss expenses associated with a specific reported insured claim, and reserves for losses incurred but not reported (“IBNR”) and
LAE. We establish these two categories of loss reserves as follows:
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 the claim is reported and may subsequently increase or reduce the case reserves as our claims department deems necessary based upon the development of
additional facts about claims.
IBNR reserves - We also estimate and establish reserves for loss and LAE amounts incurred but not yet reported. IBNR reserves are calculated as ultimate losses and LAE less reported losses and LAE.
Ultimate losses 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 date. The liability for loss and LAE is estimated on
an undiscounted basis, using individual case-basis valuations, statistical analyses and various actuarial procedures. The projection of future claim payment and reporting 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 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. As adjustments to these estimates become necessary, such adjustments are reflected in expense for 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 environmental claim liabilities. We recognize recoveries from salvage and subrogation when
received.
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We engage an independent external actuarial specialist to opine on our recorded statutory reserves. Our actuary estimates a range of ultimate losses, along with the recommended IBNR and reserve
amounts.
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:
Balance at beginning of period
Less reinsurance recoverables
Net balance, beginning of period
Incurred related to:
Current year
Prior years
Total incurred
Paid related to:
Current year
Prior years
Total paid
Net balance at end of period
Add reinsurance recoverables
Balance at end of period
Years ended
December 31,
2011
2010
$
$
17,711,907
(10,431,415
7,280,492
)
8,297,998
273,060
8,571,058
4,108,010
3,220,851
7,328,861
8,522,689
9,958,028
18,480,717
$
$
16,513,318
(10,512,203
6,001,115
)
6,095,528
330,057
6,425,585
2,855,074
2,291,134
5,146,208
7,280,492
10,431,415
17,711,907
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 for business written each year from 2004 through 2011. We did not have accurate and reliable data for years 2002 and 2003, years which are to be included
in the required ten year period. The table reflects the changes in our loss and loss adjustment expense reserves in subsequent years from the prior loss estimates based on experience as of the end of each
succeeding year on a GAAP basis.
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The next section of the table sets forth the re-estimates in later years of incurred losses, including payments, for the years indicated. The next section of the table shows, by year, the cumulative amounts of
loss and loss adjustment expense payments, net of amounts recoverable from reinsurers, as of the end of each succeeding year. For example, with respect to the net loss reserves of $4,370,000 as of December 31,
2006, by December 31, 2008 (two years later), $3,303,000 had actually been paid in settlement of the claims that relate to liabilities as of December 31, 2006.
The “cumulative redundancy (deficiency)” represents, as of December 31, 2011, 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.
2004
2005
2006
2007
2008
As of and for the Year Ended December 31,
Reserve
for loss and loss
adjustment
expenses, net of
reinsurance
recoverables
Net
reserve
estimated as of
One year later
Two years later
Three years
later
Four years later
Five years later
Six years later
Seven years
later
Eight years later
Nine years later
Ten years later
Net cumulative
redundancy
(deficiency)
3,141
5,122
5,698
6,356
6,985
7,049
7,476
7,561
3,074
3,627
4,315
5,101
5,094
5,540
5,616
4,370
4,844
5,591
5,792
6,260
6,343
4,799
5,430
5,867
6,433
6,569
5,823
6,119
6,609
6,729
(4,420
)
(2,542
)
(1,973
)
(1,770
)
(906
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Cumulative amount of reserve paid, net of reinsurance
recoverable through
One year later
Two years later
Three years later
Four years later
Five years later
Six years later
Seven years later
Eight years later
Nine years later
Ten years later
Net reserve -
December 31,
* Reinsurance Recoverable
* Gross reserves -
December 31,
2004
2005
2006
2007
2008
2009
2010
2011
As of and for the Year Ended December 31,
3,347
4,291
4,965
5,598
5,840
6,101
6,557
1,106
2,321
3,321
3,705
3,988
4,484
2,018
3,303
4,036
4,471
5,079
1,855
3,339
4,339
5,146
2,533
3,974
5,054
2,307
3,992
3,201
3,141
7,610
3,074
7,283
4,370
6,523
4,799
6,693
5,823
9,766
6,001
10,512
7,280
10,432
8,520
9,960
10,751
10,357
10,893
11,492
15,589
16,513
17,712
18,480
Net re-estimated reserve
Re-estimated reinsurance recoverable
Gross re-estimated reserve
7,561
9,401
16,962
5,616
9,585
15,201
6,343
9,719
16,062
6,569
9,518
16,087
6,729
11,393
18,122
6,393
10,842
17,235
7,483
10,317
17,800
Gross cumulative redundancy (deficiency)
(6,211)
(4,844)
(5,169)
(4,595)
(2,533)
(722)
(88)
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors That May Affect Future Results and Financial Condition” in Item 7 of this Annual Report.
Reinsurance
We purchase reinsurance to reduce our net liability on individual risks, to protect against possible catastrophes, to achieve a target ratio of net premiums written to policyholders’ surplus and to expand our
underwriting capacity. Our reinsurance program is structured to reflect our obligations and goals. Reinsurance via quota share allows for a carrier to write business without increasing its underwriting leverage above a
management determined ratio. The business written under a reinsurance quota share obligates a reinsurer to assume the risks involved, and gives the reinsurer the profit (or loss) associated with such. Since KICO
converted to a stock company in 2009, we determined it to be in the best interests of our shareholders to prudently reduce our reliance on quota share reinsurance. This will result in higher earned premiums and a
reduction in ceding commission revenue in future years. Our participation in reinsurance arrangements does not relieve us from our obligations to policyholders.
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Investments
Our investment portfolio, including cash and cash equivalents, and short term investments, as of December 31, 2011 and 2010, is summarized in the table below by type of investment.
December 31, 2011
December 31, 2010
Percentage of
Fair Market
Value
1.6
42.8
43.6
12.1
100.0
%
%
%
%
%
Percentage of
Fair Market
Value
6.4
25.9
22.6
29.2
15.9
100.0
%
%
%
%
%
%
Fair Market
Value
$
1,079,924
7,045,774
12,680,441
1,762,793
22,568,932
$
Less
than one
year
One to
five
years
Five to
ten
years
More
than
10 years
Total
Percentage of
Fair Market
Value
4.8
31.2
56.2
7.8
100.0
%
%
%
%
%
Fair Market
Value
$
253,385
6,997,694
7,118,405
1,969,617
16,339,101
$
The table below summarizes the credit quality of our fixed-maturity securities available for sale as of December 31, 2011 and 2010 as rated by Standard and Poor’s.
December 31, 2011
December 31, 2010
Rating
U.S.
Treasury
securities
AAA
AA
A
BBB
Total
Fair Market
Value
$
$
550,188
3,041,576
4,502,733
6,977,222
7,497,213
22,568,932
Percentage of
Fair Market
Value
2.4
13.5
20.0
30.9
33.2
100.00
%
%
%
%
%
%
Fair Market
Value
$
$
1,042,657
4,229,483
3,698,610
4,770,488
2,597,863
16,339,101
Additional financial information regarding our investments is presented under the subheading “Investments” in Item 7 of this Annual Report.
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Ratings
We currently have a Demotech rating of A (Excellent) which generally qualifies our policies for banks and finance companies. Many insurance buyers, agents and brokers 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 from which they are considering purchasing insurance. In 2009, KICO applied for its initial A.M. Best
rating, and was assigned a letter rating of “B” (Fair) by A.M. Best in 2010. Our rating was upgraded to B+ (Good) in 2011. KICO is in the process of undergoing its annual review from A.M. Best, which may result in a
change to its rating. A. M. Best 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 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. An A.M. Best rating could create additional demand from producers requiring a carrier to have an A.M. Best rating.
Premium Financing
Customers who purchase insurance policies are often unable to pay the premium in a lump sum or are unable to afford the payment plan offered and, therefore, require extended payment terms. Premium
finance involves making a loan to the customer that is secured by the unearned portion of the insurance premiums being financed and held by the insurance carrier. Our wholly-owned subsidiary, Payments Inc.
(“Payments”), is licensed as a premium finance agency in the state of New York.
Prior to February 1, 2008, Payments Inc. provided premium financing in connection with the obtaining of insurance policies. Effective February 1, 2008, Payments Inc. sold its outstanding premium finance
loan portfolio. The purchaser of the portfolio has agreed that, during the five year period following the closing (subject to automatic renewal for successive two year terms under certain circumstances), it will
purchase, assume and service all eligible premium finance contracts originated by Payments in the state of New York. In connection with such purchases, Payments will be entitled to receive a fee generally equal to
a percentage of the amount financed. Our premium financing business currently consists of the placement fees that Payments will earn from placing contracts. Placement fees earned from placing contracts
constituted approximately 1.8% and 2.2% of our revenues from continuing operations during the years ended December 31, 2011 and 2010, respectively.
The regulatory framework under which our premium finance procedures are established is generally set forth in the premium finance statutes of the state in which we operate. Among other restrictions, the
interest rate that may be charged to the insured for financing their premiums is limited by these state statutes. See “Government Regulation” below.
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 “Department”) 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 non-disapproval by
the Department.
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In addition, in connection with the plan of conversion of CMIC, we agreed with the Department that, until July 1, 2011, no dividend could be paid by KICO to us without the approval of the Department.
Change of Control
The insurance holding company laws of the state of New York require approval by the Department of 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 Department (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 in some
instances and regulate unfair trade and claims practices.
KICO is required to file detailed financial statements and other reports with the insurance departments in the states in which KICO is licensed to transact business. In 2011 New York was the only state in
which KICO transacted business. In February 2011, KICO obtained an insurance license to transact business in Pennsylvania. These financial statements are subject to periodic examination by the insurance
departments.
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 state insurance department. The state
insurance department may disapprove 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.
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 have in the past been or are at present 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 which 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”).
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In December 2010, the NAIC adopted amendments to the Model Insurance Holding Company System Regulation Act and Regulation (the “Amended Model Act and Regulation”) to introduce the concept of
“enterprise” risk within an insurance company holding system. If and when adopted by a particular state, the Amended Model Act and Regulation would impose more extensive informational requirements on us in
order to protect the licensed insurance companies from enterprise risk, including requiring us to prepare an annual enterprise risk report that identifies the material risks within the insurance company holding system
that could pose enterprise risk to the licensed insurer. The Amended Model Act and Regulation must be adopted by the individual states, and specifically states in which we are licensed, for the new requirements to
apply to us. It is not clear if and when such states will adopt these changes; however, if is anticipated that the NAIC will seek to make the amendments part of its accreditation standards for state solvency regulation,
which would most likely motivate the states to adopt the amendments promptly.
On July 21, 2010, the U.S. Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act of 20l0 (the “Dodd-Frank Act”). Certain sections of the Dodd-Frank Act relate to the business
of insurance. The Dodd-Frank Act creates the Federal Insurance Office (“FIO”). Initially, the FIO will have limited authority and will mainly gather information and report to Congress on the business of insurance.
Many sections of the Dodd-Frank Act become effective over time, and certain provisions of the Dodd-Frank Act require the implementation of regulations that have not yet been drafted. We are unable to predict how
or when these changes may be implemented, or the effect, if any, these developments would have on our operations and financial condition.
State Insurance Department Examinations
As part of their regulatory oversight process, state insurance departments 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 departments of other states under guidelines promulgated by the NAIC. The New York State Department of Financial
Services commenced its examination of KICO during January 2012.
Risk-Based Capital Regulations
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 (“ACLC”).
The RBC guidelines define specific capital levels based on a company’s ACLC that are determined by the ratio of the company’s total adjusted capital (“TAC”) to its ACLC. TAC is equal to statutory capital,
plus or minus certain other specified adjustments. KICO was in compliance with New York’s RBC requirements as of December 31, 2011.
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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 basis) for the trailing four quarters. As of December 31, 2011, the maximum distribution that KICO could pay without prior regulatory
approval was approximately $792,000, which is based on investment income for the last four quarters.
Insurance Regulatory Information System Ratios
The Insurance Regulatory Information System, or IRIS, was developed by the NAIC and is intended primarily to assist state insurance departments in executing 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, 2011, as a result of its growth, KICO had two ratios outside the usual range due to reliance on quota share reinsurance and growth in surplus as a percentage in excess of the allowable
average.
Accounting Principles
Statutory accounting principles (“SAP”) are a basis of accounting developed to assist insurance regulators in monitoring and regulating the solvency of insurance companies. SAP is primarily concerned with
measuring an insurer’s surplus to policyholders. 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.
Generally accepted accounting principles (“GAAP”) is concerned with a company’s solvency, but is also concerned with other financial measurements, principally income 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 assets and liabilities and different
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 the 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 pay dividends to Kingstone Companies, Inc.
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Premium Financing
Our premium finance subsidiary, Payments Inc., is regulated in New York by the Department of Financial Services. The regulations, which generally are designed to protect the interests of policyholders who
elect to finance their insurance premiums, involve the following:
•
•
•
•
•
•
•
•
regulating the interest rates, fees and service charges that may be charged;
imposing minimum capital requirements for our premium finance subsidiary or requiring surety bonds in addition to or as an alternative to such capital requirements;
governing the form and content of our financing agreements;
prescribing minimum notice and cure periods before we may cancel a customer’s policy for non-payment under the terms of the financing agreement;
prescribing timing and notice procedures for collecting unearned premium from the insurance company, applying the unearned premium to our customer’s premium finance account, and, if applicable,
returning any refund due to our customer;
requiring our premium finance company to qualify for and obtain a license and to renew the license each year;
conducting periodic financial and market conduct examinations and investigations of our premium finance company and its operations;
requiring prior notice to the regulating agency of any change of control of our premium finance company.
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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.
Offices
Our principal executive offices are located at 1154 Broadway, Hewlett, New York 11557, and our telephone number at that location is (516) 374-7600. Our insurance underwriting business is located at 15
Joys Lane, Kingston, New York 12401. Our website is www.kingstonecompanies.com. Our internet website and the information contained therein or connected thereto are not intended to be incorporated by reference
into this Annual Report.
Employees
As of December 31, 2011, we had 49 employees all of whom are located in New York. None of our employees are covered by a collective bargaining agreement. We believe that our relationship with our
employees is good.
ITEM 1A. RISK FACTORS.
Not applicable. See, however, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors That May Affect Future Results and Financial Condition” in Item 7 of this Annual
Report.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2. PROPERTIES.
Our principal executive offices are located at 1154 Broadway, Hewlett, New York. Our insurance underwriting business is located at 15 Joys Lane, Kingston, New York.
The current yearly aggregate base rental for our executive offices is approximately $20,000. We own the building from which our insurance underwriting business operates, free of mortgage.
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ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
PART II
Market Information
Our common stock is quoted on The NASDAQ Capital Market under the symbol “KINS.”
Set forth below are the high and low sales prices for our common stock for the periods indicated, as reported on The NASDAQ Capital Market.
2011 Calendar Year
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2010 Calendar Year
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
$
High
Low
$
3.90
3.88
3.68
3.59
High
Low
$
3.82
3.63
2.89
3.90
3.02
2.82
2.47
2.97
2.34
2.51
2.25
2.30
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Holders
As of March 21, 2012, there were approximately 500 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. During 2011, we paid quarterly dividends of $0.03 per share on
September 15, 2011 and December 15, 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, upon 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. 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.
We declared dividends on our common stock as follows:
Common stock dividends declared
$
230,303
$
-
2011
2010
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Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The following table set forth certain information with respect to purchases of common stock made by us or any “affiliated purchaser” during the quarter ended December 31, 2011:
Period
10/1/11 – 10/31/11
11/1/11 – 11/30/11
12/1/11 – 12/31/11
Total
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
Total Number of Shares
Purchased
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
-
-
78,486
78,486
$
$
-
-
3.02
3.02
-
-
-
-
-
-
-
-
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
We offer property and casualty insurance products to small businesses and individuals in New York State through our subsidiary, Kingstone Insurance Company (“KICO”).
We derive 98% of our revenue from KICO, which includes revenues from earned premiums, ceding commissions from quota share reinsurance, net investment income generated from our portfolio, and net
realized gains and losses on investment securities. 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 life of the policy). A significant period of time normally elapses between the receipt of insurance premiums and 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 expenses include the insurance underwriting expenses of KICO and other operating expenses. Insurance companies incur a significant amount of their total expenses from policyholder losses, which are
commonly referred to as claims. In settling policyholder losses, various loss adjustment expenses (“LAE”) are incurred such as insurance adjusters’ fees and litigation expenses. In addition, insurance companies incur
policy acquisition expenses. 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 the corporate expenses of our holding company, Kingstone Companies, Inc. These expenses include legal, auditing and consulting fees, occupancy costs related to our
corporate office, executive employment costs, and other costs directly associated with being a public company.
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 typically
have a term of one year. Accordingly, for a one-year policy written on July 1, 2010, we would earn half of the premiums in 2010 and the other half in 2011.
Ceding commission revenue. Commissions on reinsurance premiums ceded 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.
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Net investment income and net realized gains (losses) on investments. We invest our statutory surplus funds and the funds supporting our insurance liabilities primarily in cash and cash equivalents,
short-term investments, fixed maturity and equity securities. 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 equity securities and our fixed
maturity securities as available-for-sale. Net unrealized gains (losses) on those securities classified as available-for-sale are reported separately within accumulated other comprehensive income on our balance
sheet.
Other income. We recognize installment fee income and fees charged to reinstate a policy after it has been cancelled for non-payment. We also recognize premium finance fee income on loans financed by
a third party finance company.
Loss and loss adjustment expenses incurred. Loss and loss adjustment expenses (“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 and statistical analyses. We seek to establish all reserves at the most likely ultimate exposure 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 from the claimants. Our ability to estimate loss and
LAE accurately at the time of pricing our insurance policies is a critical factor in our profitability.
Commission expenses and other underwriting expenses. Other underwriting expenses include acquisition costs and other underwriting expenses. Acquisition costs represent the costs of writing business
that vary with, and are primarily related to, the 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. Other underwriting expenses represent general and administrative expenses. General and administrative expenses 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. These expenses include executive employment costs, legal,
auditing and consulting fees, occupancy costs related to our corporate office and other costs directly associated with being a public company.
Non-cash equity compensation. Non-cash equity compensation includes the fair value of stock grants issued to our directors and Chief Executive Officer and amortization of stock options issued to our
employees.
Depreciation and amortization. Depreciation and amortization includes the amortization of intangibles related to the acquisition of KICO, depreciation of the office building used in KICO’s operations, as well
as depreciation of office equipment and furniture.
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Interest expense. Interest expense represents amounts we incur on our outstanding indebtedness at the then-applicable interest rates.
Interest expense – mandatorily redeemable preferred stock. Interest expense on mandatorily redeemable preferred stock represents amounts we incurred on our previously outstanding preferred stock at
the then-applicable dividend rates.
Income tax expense. We incur federal income tax expense on our consolidated operations as well as state income tax expense for our non-insurance underwriting subsidiaries.
Key Measures
Net loss ratio. The net loss ratio is a measure of the underwriting profitability of an insurance company’s business. Expressed as a percentage, this is the ratio of net losses and loss adjustment expenses
(“LAE”) incurred to net premiums earned.
Net underwriting expense ratio. The net underwriting expense ratio is a measure of an insurance company’s operational efficiency in administering its business. Expressed as a percentage, this is the ratio
of the sum of acquisition costs (the most significant being commissions paid to our producers) and other underwriting expenses less ceding commission revenue less other income to net premiums earned.
Net combined ratio. The net combined ratio is a measure of an insurance company’s overall underwriting profit. This is the sum of the net loss and net underwriting expense ratios. If the net combined ratio
is at or above 100 percent, an insurance company cannot be profitable without investment income, and may not be profitable if investment income is insufficient.
Underwriting Income. Underwriting income is net pre-tax income attributable to our insurance underwriting business except for net investment income, net realized gains from investments, and depreciation
and amortization (net premiums earned less expenses included in combined ratio). Underwriting income is a measure of an insurance company’s overall operating profitability before items such as investment
income, depreciation and amortization, interest expense and income taxes.
Critical Accounting Policies and Estimates
Our consolidated financial statements include the accounts of Kingstone Companies, Inc. and all majority-owned and controlled subsidiaries. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires our management to make estimates and assumptions in certain circumstances that affect amounts reported in our consolidated financial
statements and related notes. In preparing these financial statements, our management has utilized information available including our past history, industry standards and the current economic environment, among
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 inherent in these financial statements might not materialize. However, 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 companies in similar businesses.
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 policy acquisition costs, deferred income taxes, the impairment of investment securities, intangible assets and the valuation of stock-based compensation. See Note 2
(Accounting Policies and Basis of Presentation) of the Notes to Consolidated Financial Statements following Item 15 of this Annual Report.
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Consolidated Results of Operations
The following table summarizes the changes in the results of our operations (in thousands) for the periods indicated:
($ in thousands)
Revenues
Direct written premiums
Net written premiums
Change in net unearned premiums
Net premiums earned
Ceding commission revenue
Net investment income
Net realized gain on investments
Other income
Total revenues
Expenses
Loss and loss adjustment expenses
(1)
Direct loss and loss adjustment
expenses
Less: ceded loss and loss adjustment
expenses
Net loss and loss adjustment
expenses
Commission expense
Other underwriting expenses
Other operating expenses
Depreciation and amortization
Interest expense
Interest expense - mandatorily
redeemable preferred stock
Total expenses
Income from continuing operations
before taxes
Provision for income tax
Income from continuing operations
Loss from discontinued operations,
net of taxes
Net income
Percent of total revenues:
Net premiums earned
Ceding commission revenue
Net investment income
Net realized gains on investments
Other income
Net loss ratio excluding the effect
of catastrophes
Net catastrophe loss
Net loss ratio
2011
$
)
40,735
16,296
(1,427
14,869
10,625
754
524
921
27,693
Change
$
Years ended December 31
2010
$
)
33,249
13,735
(2,599
11,136
8,583
617
349
911
21,596
15,644
13,613
(7,073
)
(7,188
)
8,571
6,231
7,373
1,203
603
121
-
24,102
3,591
1,089
2,502
-
2,502
53.7
38.4
2.7
1.9
3.3
100.0
54.6
3.0
57.6
$
$
%
%
%
%
%
%
%
%
%
6,426
5,057
5,779
1,610
615
185
75
19,747
1,849
767
1,082
(99
983
51.6
39.7
2.9
1.6
4.2
100.0
57.7
0.0
57.7
)
%
%
%
%
%
%
%
%
%
$
7,485
2,561
1,172
3,733
2,042
137
175
10
6,097
2,031
115
2,145
1,174
1,594
(407
(12
(64
(75
4,355
1,742
322
1,420
99
1,519
)
)
)
)
Percent
22.5
18.6
(45.1
33.5
23.8
22.2
50.1
1.1
28.2
14.9
(1.6
33.4
23.2
27.6
(25.3
(2.0
(34.6
(100.0
22.1
94.2
42.0
131.2
(100.0
154.5
%
%
) %
%
%
%
%
%
%
%
) %
%
%
%
) %
) %
) %
) %
%
%
%
%
) %
%
(1) For the year ended December 31, 2011, includes direct catastrophe losses and loss adjustment expenses of $1,796,000, and net catastrophe losses and loss adjustment expenses of $449,000, incurred
from August 27, 2011 to August 29, 2011 from Tropical Storm Irene. Catastrophe losses incurred from Tropical Storm Irene increased our ceded loss ratio which reduced our contingent ceding commission revenue
by $200,000. We define a “catastrophe” as an event that involves multiple first party policyholders, or an event that produces a number of claims in excess of a preset, per-event threshold of average claims in a
specific area, occurring within a certain amount of time constituting the event. Catastrophes are caused by various natural events including high winds, excessive rain, winter storms, tornadoes, hailstorms, wildfires,
tropical storms, and hurricanes.
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Direct written premiums during the year ended December 31, 2011 (“2011”) were $40,735,000 compared to $33,249,000 during the year ended December 31, 2010 (“2010”). The increase of $7,485,000, or
22.5%, was primarily due to an increase in policies in-force during 2011 as compared to 2010. We wrote more policies as a result of an increase in demand for the products in the markets that we serve. Policies in-
force increased by 20.1% as of December 31, 2011 compared to December 31, 2010. In addition to the increase of policies in-force, we are also writing more policies which have higher premiums.
Net written premiums increased $2,561,000, or 18.6%, to $16,296,000 in 2011 from $13,735,000 in 2010. The increase in net written premiums resulted from an increase in direct written premiums in 2011
compared to direct written premiums in 2010. Net written premiums grew at a lower rate than direct written premiums (18.6% compared to 22.5%) due to a greater increase in premiums written in lines of business
that are subject to quota share treaties compared to lines of business that are not subject to quota share treaties.
Net premiums earned increased $3,733,000, or 33.5%, to $14,869,000 in 2011 from $11,136,000 in 2010. As premiums written earn ratably over a twelve month period, the increase was a result of higher net
written premiums for the twelve months ended December 31, 2011 compared to the twelve months ended December 31, 2010.
Ceding commission revenue was $10,625,000 in 2011 compared to $8,583,000 in 2010. The increase of $2,042,000, or 23.8%, was due to the increase in the amount of premiums ceded and more favorable
ceding commission rates, offset by the effects of Tropical Storm Irene on our ceded net loss ratio which reduced our contingent ceding commission revenue by $200,000. Our quota share reinsurance treaty, which
expired June 30, 2011, contained a provision which limited the maximum contingent ceding commission that could be paid to us, with the unused benefit carried forward to the current treaty year which began July 1,
2011. The carryover amount was included in our computation of contingent ceding commission effective July 1, 2011, and resulted in an additional $264,000 to our contingent ceding commission revenue. Ceding
commission revenue also increased as a result of favorable development on prior year’s quota share treaties.
Net investment income was $754,000 in 2011 compared to $617,000 in 2010. The increase of $137,000, or 22.2%, was due to an increase in average invested assets in 2011 as compared to 2010, offset by
an increase in investment expenses, including an adjustment to amortization of bond premium in 2011. The increase in cash and invested assets resulted primarily from increased operating cash flows. The tax
equivalent investment yield, excluding cash, was 5.43% and 5.74% at December 31, 2011 and 2010, respectively.
Net realized gains on investments were $524,000 in 2011 compared to $349,000 in 2010. The increase of $175,000, or 50.1%, was primarily due to a recovery of $133,000 from the FDIC received in 2011
relating to a failed bank which was included in other than temporary impaired losses in 2009.
Net loss and loss adjustment expenses were $8,571,000 in 2011 compared to $6,426,000 in 2010. The net loss ratio was 57.6% in 2011 compared to 57.7% in 2010. Net losses in 2011 included the effects of
Tropical Storm Irene in August 2011, which we define as a catastrophe. As a result of Tropical Storm Irene, we incurred $449,000 of losses and loss adjustment expenses (net of reinsurance recoverable of
$1,347,000), and added 3.0 percentage points to our net loss ratio.
Commission expense was $6,231,000 in 2011 or 14.7% of direct written premiums. Commission expense was $5,057,000 in 2010 or 15.2% of direct written premiums. The increase of $1,174,000, or 23.2%,
is due to the 22.5% increase in direct written premiums in 2011 as compared to 2010.
24
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Other underwriting expenses were $7,373,000 in 2011 compared to $5,779,000 in 2010. The $1,594,000, or 27.6%, increase in other underwriting expenses was primarily due to expenses directly related to
the increase in direct written premiums and additional employment costs due to both the hiring of additional staff needed to service our growth in written premiums and increases in annual salaries. Underwriting
expenses as a percentage of direct written premiums was 18.1% in 2011 as compared to 17.4% in 2010.
Other operating expenses, related to the corporate expenses of our holding company, were $1,203,000 in 2011 compared to $1,610,000 in 2010. The $407,000 decrease in 2011 was primarily due to
decreases in professional fees, executive employment costs, and amortization of stock options. The reduction of professional fees in 2011 was due to the elimination of the additional costs incurred in 2010 stemming
from the acquisition of KICO on July 1, 2009. The reduction of executive employment costs is due to share-based bonus compensation to our Chief Executive Officer in 2010, which was incurred pursuant to his
amended employment agreement dated March 24, 2010. No such share-based bonus compensation was incurred in 2011. The reduction in amortization of stock options decreased as a result of more stock options
being fully vested prior to 2011.
Interest expense was $121,000 in 2011 compared to $185,000 in 2010. The $64,000 decrease in interest expense was due to the partial redemption of $703,000 to our 2009/2010 Notes during the quarter
ended June 30, 2011, and effective July 11, 2011, a reduction in the interest rate to 9.5% per annum from the previous 12.625% per annum.
Interest expense on mandatorily redeemable preferred stock was $-0- in 2011 compared to $75,000 in 2010. The reduction was due to the exchange of all of the outstanding preferred stock into common
stock on June 30, 2010, which resulted in the elimination of additional related interest expense as of that date.
Income tax expense in 2011 was $1,089,000, which resulted in an effective tax rate of 30.3%. Income tax expense in 2010 was $767,000, which resulted in an effective tax rate of 41.5%. The decrease in our
effective tax rate resulted primarily from a net change in tax exempt permanent differences in 2011 and the true-up of our 2010 income tax liability in 2011, which resulted in a tax benefit compared to the true-up of
2009 income tax liability in 2010, which resulted in a tax expense.
Loss from discontinued operations was $-0- in 2011 compared to a loss of $99,000 in 2010. All discontinued operations ceased in 2010.
Net income was $2,502,000 in 2011 compared to $983,000 in 2010. The increase in net income of $1,519,000 was due to the circumstances that caused the increases in our net premiums earned and ceding
commission revenue, increase in net realized gains and a decrease in other operating expenses, offset by increases in our other underwriting expenses, as described above.
25
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Insurance Underwriting Business on a Standalone Basis
Our insurance underwriting business reported on a standalone basis for the years ended December 31, 2011 and 2010 follows:
Revenues
Net premiums earned
Ceding commission revenue
Net investment income
Net realized gain on investments
Other income
Total revenues
Expenses
Loss and loss adjustment expenses
Commission expense
Other underwriting expenses
Depreciation and amortization
Total expenses
Income from operations
Income tax expense
Net income
Key Measures:
Net loss ratio
Net underwriting expense ratio
Net combined ratio
Reconciliation of net underwriting expense ratio:
Acquisition costs and other
underwriting expenses
Less: Ceding commission revenue
Less: Other income
Net earned premium
Net Underwriting Expense Ratio
Years ended December 31,
2011
$
$
$
$
$
14,868,746
10,624,714
754,630
523,894
430,034
27,202,018
8,571,058
6,230,564
7,372,877
597,943
22,772,442
4,429,576
1,363,956
3,065,620
57.6
17.1
74.8
13,603,441
(10,624,714
(430,034
2,548,693
14,868,746
%
%
%
)
)
2010
$
$
$
$
$
11,135,635
8,583,146
617,119
349,415
363,468
21,048,783
6,425,585
5,057,409
5,778,845
611,855
17,873,694
3,175,089
1,060,927
2,114,162
57.7
17.0
74.7
10,836,254
(8,583,146
(363,468
1,889,640
11,135,635
%
%
%
)
)
17.1
%
17.0
%
26
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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
Year ended December
31, 2011
Written premiums
Unearned premiums
Earned premiums
Loss and loss adjustment
expenses exluding
the effect of catastrophes
Catastrophe loss
Loss and loss adjustment
expenses
Loss ratio excluding the
effect of catastrophes
Catastrophe loss
Loss ratio
Year ended December
31, 2010
Written premiums
Unearned premiums
Earned premiums
Loss and loss adjustment
expenses exluding
the effect of catastrophes
Catastrophe loss
Loss and loss adjustment
expenses
Loss ratio excluding the
effect of catastrophes
Catastrophe loss
Loss ratio
$
$
$
$
$
$
$
$
40,734,767
(4,005,312
36,729,455
13,830,599
1,796,117
15,626,716
37.7
4.9
42.5
33,249,331
(3,189,250
30,060,081
13,597,785
-
13,597,785
45.2
0.0
45.2
)
%
%
%
)
%
%
%
$
$
$
$
$
$
$
$
)
%
%
%
%
%
%
10,990
(516
10,474
17,368
-
17,368
165.8
0.0
165.8
10,699
105
10,804
15,336
-
15,336
141.9
0.0
141.9
27
$
$
$
$
$
$
$
$
(24,449,655
2,578,472
(21,871,183
(5,725,938
(1,347,088
(7,073,026
26.2
6.2
32.3
(19,525,208
589,958
(18,935,250
(7,187,536
-
(7,187,536
38.0
0.0
38.0
)
)
)
)
)
%
%
%
)
)
)
)
%
%
%
$
$
$
$
$
$
$
$
16,296,102
(1,427,356
14,868,746
8,122,029
449,029
8,571,058
54.6
3.0
57.6
13,734,822
(2,599,187
11,135,635
6,425,585
-
6,425,585
57.7
0.0
57.7
)
%
%
%
)
%
%
%
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The key measures for our insurance underwriting business for the years ended December 31, 2011 and 2010 are as follows:
Net premiums earned
Ceding commission revenue (1)
Other income
Loss and loss adjustment expenses (2)
Acquistion costs and other underwriting expenses:
Commission expense
Other underwriting expenses
Total acquistion costs and other
underwriting expenses
Underwriting income
Key Measures:
Net loss ratio excluding the effect of catastrophes
Effect of catastrophe loss on loss ratio (2)
Net loss ratio
Net underwriting expense ratio excluding the
effect of catastrophes
Effect of catastrophe loss on net underwriting
expense ratio (1) (2)
Net underwriting expense ratio
Net combined ratio excluding the effect
of catastrophes
Effect of catastrophe loss on net combined
ratio (1) (2)
Net combined ratio
Reconciliation of net underwriting expense ratio:
Acquisition costs and other
underwriting expenses
Less: Ceding commission revenue (1)
Less: Other income
Net earned premium
Years ended December 31,
2011
$
14,868,746
10,624,714
430,034
8,571,058
6,230,564
7,372,877
13,603,441
2010
$
11,135,635
8,583,146
363,468
6,425,585
5,057,409
5,778,845
10,836,254
$
3,748,995
$
2,820,410
54.6
3.0
57.6
13.8
3.3
17.1
68.5
6.3
74.8
$
$
$
13,603,441
(10,624,714
(430,034
2,548,693
14,868,746
%
%
%
%
%
%
%
%
%
)
)
%
%
%
%
%
%
%
%
%
)
)
57.7
0.0
57.7
17.0
0.0
17.0
74.7
0.0
74.7
$
$
$
10,836,254
(8,583,146
(363,468
1,889,640
11,135,635
(1) The effect of catastrophes reduced contingent ceding commission revenue by $200,516 for the year ended December 31, 2011. A provision in our quota share reinsurance treaty, which expired June 30,
2011, limited the maximum contingent ceding commission that could be paid to us, with the unused benefit carried forward to the current treaty year which began July 1, 2011. The carry forward of the unused benefit
resulted in additional contingent ceding commission revenue of approximately $264,000 for the year ended December 31, 2011.
(2) Includes direct and net catastrophe losses, and loss adjustment expenses $1,796,117 and $449,029, respectively for the year ended December 31, 2011.
28
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Investments
Portfolio Summary
The following table presents a breakdown of the amortized cost, aggregate fair value and unrealized gains and losses by investment type as of December 31, 2011 and 2010:
Available for Sale Securities
Category
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
Total fixed-maturity securities
Equity Securities
Total
Cost or
Amortized
Cost
Gross
Unrealized
Gains
December 31, 2011
Gross Unrealized Losses
Less than 12
Months
More than 12
Months
Aggregate
Fair
Value
% of
Fair
Value
$
499,832
$
50,356
$
-
$
-
$
550,188
5,868,743
301,559
-
-
6,170,302
15,846,616
22,215,191
3,857,741
26,072,932
$
338,284
690,199
311,300
1,001,499
$
$
(228,792)
(228,792)
(98,938)
(327,730)
$
(107,666)
(107,666)
(4,893)
(112,559)
$
15,848,442
22,568,932
4,065,210
26,634,142
2.1%
23.2%
59.5%
84.7%
15.3%
100.0%
29
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Category
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
Total fixed-maturity securities
Equity Securities
Total
Cost or
Amortized
Cost
Gross
Unrealized
Gains
December 31, 2011
Gross Unrealized Losses
Less than 12
Months
More than 12
Months
Aggregate
Fair
Value
% of
Fair
Value
$
1,000,572
$
42,085
$
-
$
-
$
1,042,657
7,278,663
79,791
(86,234)
(12,995)
7,259,225
7,997,817
16,277,052
2,825,015
19,102,067
$
$
176,999
298,875
218,717
517,592
$
30
(137,597)
(223,831)
(60,697)
(284,528)
$
-
(12,995)
-
(12,995)
$
8,037,219
16,339,101
2,983,035
19,322,136
5.4%
37.6%
41.6%
84.6%
15.4%
100.0%
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Held to Maturity Securities
Category
U.S. Treasury securities
Category
U.S. Treasury securities
Cost or
Amortized
Cost
Gross
Unrealized
Gains
December 31, 2011
Gross Unrealized Losses
Less than 12
Months
More than 12
Months
Fair
Value
% of
Fair
Value
$
606,234
$
171,719
$
-
$
-
$
777,953
100.0%
Cost or
Amortized
Cost
Gross
Unrealized
Gains
December 31, 2010
Gross Unrealized Losses
Less than 12
Months
More than 12
Months
Fair
Value
% of
Fair
Value
$
605,424
$
974
$
-
$
-
$
606,398
100.0%
Credit Rating of Fixed-Maturity Securities
The table below summarizes the credit quality of our fixed-maturity securities as of December 31, 2011 and 2010 as rated by Standard and Poor’s:
December 31, 2011
December 31, 2010
Rating
U.S. Treasury securities
AAA
AA
A
BBB
Total
Fair Market
Value
$
$
550,188
3,041,576
4,502,733
6,977,222
7,497,213
22,568,932
Percentage of
Fair Market
Value
%
%
%
%
%
%
2.4
13.5
20.0
30.9
33.2
100.00
31
Fair Market
Value
$
$
1,042,657
4,229,483
3,698,610
4,770,488
2,597,863
16,339,101
Percentage of
Fair Market
Value
6.4
25.9
22.6
29.2
15.9
100.0
%
%
%
%
%
%
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The table below summarizes the average duration by type of fixed-maturity security as well as detailing the average yield as of December 31, 2011 and 2010:
Category
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
Fair Value Consideration
December 31, 2011
December 31, 2010
Average
Yield %
Weighted
Average
Duration in
Years
Average
Yield %
Weighted
Average
Duration in
Years
2.75
3.86
4.98
%
%
%
17.8
5.2
7.1
3.27
4.24
5.20
%
%
%
14.1
6.9
7.6
As disclosed in Note 5 to the Consolidated Financial Statements, with respect to “Fair Value Measurements,” we define fair value under GAAP guidance as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants (an “exit price”). This GAAP guidance establishes a fair value hierarchy that 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 in GAAP 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, 2011 and December 31, 2010, 49% and 43%, respectively, of the investment portfolio recorded at fair value was priced based upon
quoted market prices. As of December 31, 2011 and December 31, 2010, 50% and 56%, respectively, of the investment portfolio recorded at fair value was priced based upon observable inputs other than quoted
prices.
32
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
As more fully described in Note 3 to our Consolidated Financial Statements, “Investments—Impairment Review,” we completed a detailed review of all our securities in a continuous loss position as of
December 31, 2011 and December 31, 2010, and concluded that the unrealized losses in these asset classes are the result of a decrease in value due to technical spread widening and broader market sentiment,
rather than fundamental collateral deterioration, and are temporary in nature.
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, 2011 and December 31, 2010:
Category
Fixed-Maturity Securities:
Corporate and other
bonds industrial and
miscellaneous
Total fixed-maturity
securities
Equity Securities:
Preferred stocks
Common stocks
Total equity securities
Total
$
$
$
$
$
Less than 12 months
Fair
Value
Unrealized
Losses
No. of
Positions
Held
December 31, 2011
12 months or more
Fair
Value
Unrealized
Losses
Total
No. of
Positions
Held
Aggregate
Fair
Value
Unrealized
Losses
4,849,378
$
(228,792)
26
$
1,483,425
$
(107,666)
7
$
6,332,803
$
(336,458)
4,849,378
$
(228,792)
26
$
1,483,425
$
(107,666)
7
$
6,332,803
$
(336,458)
368,350
397,268
765,618
5,614,996
$
$
$
(76,969)
(21,969)
(98,938)
(327,730)
189,364
-
189,364
1,672,789
$
$
$
12
14
26
52
$
$
$
33
(4,893)
-
(4,893)
$
5
-
557,714
397,268
$
(81,862)
(21,969)
5
$
954,982
$
(103,831)
(112,559)
12
$
7,287,785
$
(440,289)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Category
Fixed-Maturity Securities:
Political subdivisions of
States, Territories and
Possessions
Corporate and other
bonds industrial and
miscellaneous
Total fixed-maturity
securities
Equity Securities:
Preferred stocks
Common stocks
Total equity securities
Total
Less than 12 months
Fair
Value
Unrealized
Losses
No. of
Positions
Held
December 31, 2010
12 months or more
Fair
Value
Unrealized
Losses
Total
No. of
Positions
Held
Aggregate
Fair
Value
Unrealized
Losses
$
2,870,728
$
(86,234)
11
$
1,119,244
$
(12,995)
4
$
3,989,972
$
(99,229)
4,113,912
(137,597)
20
-
-
-
4,113,912
(137,597)
6,984,640
$
(223,831)
31
$
1,119,244
$
(12,995)
4
$
8,103,884
$
(236,826)
363,670
690,634
1,054,304
8,038,944
$
$
$
(6,333)
(54,364)
(60,697)
(284,528)
9
16
25
56
$
$
$
-
-
-
$
$
-
-
-
-
-
-
$
$
363,670
690,634
1,054,304
$
$
(6,333)
(54,364)
(60,697)
1,119,244
$
(12,995)
4
$
9,158,188
$
(297,523)
$
$
$
$
There were 64 securities at December 31, 2011 that accounted for the gross unrealized loss, none of which were deemed by us to be other than temporarily impaired. There were 60 securities at December
31, 2010 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.
34
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Liquidity and Capital Resources
Cash Flows
The primary sources of cash flow is from our insurance underwriting subsidiary, KICO, which are direct premiums written, ceding commissions from our quota share reinsurers, loss payments by 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.
On July 1, 2009, we completed the acquisition of 100% of the issued and outstanding common stock of KICO (formerly known as Commercial Mutual Insurance Company (“CMIC”)) pursuant to the conversion
of CMIC from an advance premium cooperative to a stock property and casualty insurance company. Pursuant to the plan of conversion, we acquired a 100% equity interest in KICO. In connection with the plan of
conversion of CMIC, we agreed with the Department of Financial Services (formerly known as the Insurance Department) (the “Department”) that, for a period of two years following the effective date of conversion of
July 1, 2009, no dividend could be paid by KICO to us without the approval of the Department (“Dividend Restriction Period”). No such request was made by us to the Department. For the year ended December 31,
2011, KICO paid dividends of $350,000 to us after the expiration of the Dividend Restriction Period. On February 23, 2012, KICO’s board of directors approved a cash dividend of $175,000 to us which was paid on
February 24, 2012. We also agreed with the Department that certain intercompany transactions between KICO and us must be filed with the Department 30 days prior to implementation and not disapproved by the
Department.
The primary sources of cash flow for our holding company operations are in connection with the fee income we receive from the premium finance loans and collection of principal and interest income from the
notes received by us upon the sale of businesses that were included in our discontinued operations. Effective July 1, 2011, as discussed above, we may also receive cash dividends from KICO, subject to statutory
restrictions. As of December 31, 2011, the maximum distribution that KICO could pay without prior regulatory approval was approximately $617,000.
In December 2011, we entered into an agreement with a bank for a $500,000 line of credit to be used for general corporate needs. The principal balance is payable on demand, and must be reduced to zero
for a minimum of 30 consecutive days during each year of the term of the credit line. The outstanding balance was $300,000 as of December 31, 2011. If the aforementioned is insufficient to cover our holding
company cash requirements, we will seek to obtain additional financing. See “Business – Government Regulation” in Item 1 of this Annual Report.
35
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
We prepaid $703,000 of our notes payable during the year ended December 31, 2011. As of December 31, 2011, the outstanding principal balance of our notes payable was $747,000; such notes bear
interest at the rate of 9.5% per annum and mature on July 10, 2014. We believe that our present cash flows as described above will be sufficient on a short-term basis and over the next 12 months to fund our
company-wide working capital requirements.
Our reconciliation of net income to cash provided by operations is generally influenced by the collection of premiums in advance of paid losses, the timing of reinsurance, issuing company settlements and loss
payments.
Cash flow and liquidity are categorized into three sources: (1) operating activities; (2) investing activities; and (3) financing activities, which are shown in the following table:
Years Ended December 31,
Cash flows provided by (used in):
Operating activities
Investing activities
Financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
2011
2010
$
$
7,253,489
(6,525,524
(881,459
(153,494
326,620
173,126
)
)
)
$
$
3,721,328
(4,395,388
375,360
(298,700
625,320
326,620
)
)
Net cash provided by operating activities was $7,253,000 in 2011 as compared to $3,721,000 provided in 2010. The $3,532,000 increase in cash flows provided by operating activities in 2011 was primarily a
result of the fluctuations in assets and liabilities relating to operating activities of KICO as affected by the growth in its operations which are described above.
Net cash used by investing activities was $6,526,000 in 2011 compared to $4,395,000 used in 2010. The $2,131,000 increase in cash flows used in investing activities is a result of the increase in net
investments in fixed-maturity securities and equity securities, resulting from positive cash flow from operations.
Net cash used by financing activities was $881,000 in 2011 compared to $375,000 provided in 2010. The $1,256,000 decrease in cash flows from financing activities is a result of the $714,000 prepayment of
notes payable in 2011, compared to $375,000 of net borrowings in 2010, purchase of treasury stock in 2011 only, and dividend payments of $230,000 in 2011 compared to no such payments in 2010. The 2011 uses
of cash were offset by the $300,000 proceeds from our credit line that was opened in 2011.
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Reinsurance
The following table summarizes each reinsurer that accounted for more than 10% of our reinsurance recoverables on paid and unpaid losses and loss adjustment expenses as of December 31, 2011:
($ in thousands)
Maiden Reinsurace Company
SCOR Reinsurance Company
Motors Insurance Corporation
Others
Total
A.M.
Best Rating
A-
A
B++
Amount
Recoverable
as of
December 31, 2011
%
$
$
4,048
2,318
1,958
8,324
3,253
11,577
34.97
20.02
16.91
71.90
28.10
100.00
%
%
%
%
%
%
Reinsurance recoverable from Maiden Reinsurance Company and Motors Insurance Corporation are secured pursuant to collateralized trust agreements. Assets held in the two trusts are not included in our
invested assets and investment income earned on these assets is credited to the two reinsurers respectively.
Our reinsurance treaties covering our Personal Lines business, which primarily consists of homeowners policies, and Commercial Lines business, other than commercial auto, were renewed as of July 1,
2011. The treaties, which are renewed annually, provide for the following terms:
Personal Lines
Personal Lines business, which includes homeowners, dwelling fire and canine legal liability insurance, is reinsured under a 75% quota share treaty which provides coverage up to $700,000 per
occurrence. An excess of loss contract provides $1,500,000 of coverage in excess of the $700,000 included under the 75% quota share treaty for a total coverage up to $2,200,000 per occurrence. Personal umbrella
policies are reinsured under a 90% quota share treaty limiting KICO to a maximum of $100,000 per occurrence for the first $1,000,000 of coverage. The second $1,000,000 of coverage is 100% reinsured.
Commercial Lines
General liability commercial policies written by KICO, except for commercial auto policies, are reinsured under a 60% quota share treaty, which provides coverage up to $700,000 per occurrence. An excess
of loss contract provides $1,500,000 of coverage in excess of the $700,000 included under the 60% quota share treaty for a total coverage up to $2,200,000 per occurrence.
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Commercial Auto
Commercial auto policies are covered by an excess of loss reinsurance contract which provides $1,750,000 of coverage in excess of $250,000.
Catastrophe Reinsurance
A total of $54,000,000 of catastrophe reinsurance coverage has been obtained, whereby KICO retains $500,000 per occurrence.
Our reinsurance program is structured to enable us to reflect significant reductions in premiums written and earned and also provides income as a result of ceding commissions earned pursuant to the quota
share reinsurance contracts. This structure has enabled us to significantly grow our premium volume while maintaining regulatory capital and other financial ratios generally within or below the expected ranges used
for regulatory oversight purposes. Our 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 for a carrier to write business without increasing its leverage above a management determined
ratio. The additional business written allows a reinsurer to assume the risks involved, but gives the reinsurer the profit (or loss) associated with such. Since KICO’s conversion to a stock company in 2009, we have
determined it to be in the best interests of our shareholders to prudently reduce our reliance on quota share reinsurance. This will result in higher earned premiums and a reduction in ceding commission revenue in
future years. Our participation in reinsurance arrangements do not relieve us of our obligations to policyholders.
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.
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.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is material to investors.
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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. In addition, such factors, among others, may affect the accuracy of certain forward-looking statements
contained in this Annual Report.
As a holding company, we are dependent on the results of operations of our subsidiaries, Kingstone Insurance Company (“KICO”) and Payments, Inc.; 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 subsidiaries, KICO and Payments, Inc. As a holding company with limited operations of our own, the principal sources of
our funds are dividends and other payments from KICO and Payments, Inc. Consequently, we must rely on KICO and Payments, Inc. for our ability to repay debts, pay expenses and pay cash dividends to our
shareholders
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 four quarters. As of December 31, 2011, the maximum distribution that KICO could pay without prior
regulatory approval was approximately $792,000, which is based on investment income for the last four quarters.
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, 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, storms and certain types of terrorism. We may incur catastrophe losses in excess of: (1) those that we
project would be incurred, (2) those that external modeling firms estimate would be incurred, (3) the average expected level used in pricing or (4) 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, we are subject to claims arising from weather events such as hurricanes, tropical storms, winter storms, 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.
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 in 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 litigation. Changes in auto physical damage claim severity are driven primarily by inflation in auto repair costs, auto parts prices 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. 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.
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The inability to obtain an upgrade to our financial strength rating from A.M. Best, or a downgrade in our rating, may have a material adverse effect on our competitive position, the marketability
of our product offerings, and our liquidity, operating results and financial condition.
Financial strength ratings are important factors in establishing the competitive position of insurance companies and generally have an effect on an insurance company's business. 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 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. In 2009, KICO applied for its initial A.M. Best rating, and was assigned a
letter rating of “B” (Fair) by A.M. Best in 2010. Our rating was upgraded to B+ (Good) in 2011. KICO is in the process of undergoing its annual review by A.M. Best, which may result in a change to its rating. A. M.
Best 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. On an ongoing basis, rating agencies such as A.M. Best review the financial performance and condition of insurers and
can downgrade or change the outlook on an insurer's ratings due to, for example, a change in an insurer's statutory capital, a reduced confidence in management or a host of other considerations that may or may not
be under the insurer's control. We currently have a Demotech rating of A (Excellent), which generally permits lenders to accept our policies. All ratings are subject to continuous review; therefore, the retention of
these ratings cannot be assured. A downgrade in any of these ratings could have a material adverse effect on our competitiveness, the marketability of our product offerings and our ability to grow in the marketplace.
Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs or our ability to obtain credit on acceptable terms.
The capital and credit markets have been experiencing extreme volatility and disruption. In some cases, the markets have exerted downward pressure on the availability of liquidity and credit capacity. In the
event that we need access to additional capital to pay our operating expenses, make payments on our indebtedness, pay for capital expenditures or increase the amount of insurance that we seek to underwrite, our
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.
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, 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.
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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.
Reinsurance may be unavailable at current levels and prices, which may limit our ability to write new business.
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 is 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 develop or seek other alternatives.
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 stockholders might consider to be 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, that some of our stockholders might consider to be desirable. Similar regulations may apply in
other states in which we may operate.
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The insurance industry is subject to extensive restrictive regulation that may affect our operating costs and limit the growth of our business, and changes within this regulatory environment
may, too, 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, including, 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 or prevent us from making changes we believe are necessary to match rate to risk. 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 the state insurance department. 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.
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's or enforcement authority's interpretation of a legal issue
may not result in compliance with another's interpretation of the same issue, particularly when compliance is judged in hindsight. In addition, there is risk that any particular regulator's or enforcement authority'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 absent any particular regulator's or enforcement authority'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 improve the profitability of our business.
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 New York State Department of Financial Services 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 this
minimum, we may face restrictions with respect to soliciting new business and/or keeping existing business. Similar regulations will apply in other states in which we may operate.
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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 or severity of
weather events and wildfires and 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.
Because our operations are currently derived from sources located in New York, our business may be adversely affected by conditions in such state.
All 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 such
state. Changes in any of these conditions could make it more costly 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.
Actual claims incurred may exceed current reserves established for claims, which may adversely affect our operating results and financial condition.
Recorded claim reserves in 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.
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Our future results may be adversely affected by claims made against an underwriting pool in which KICO was a participant but over which it has no control.
KICO was a member of the New York Mutual Underwriters Pool (the “NYMU”) and is responsible for its proportionate share of losses with respect to accident dates through October 31, 1997. During 2006
and 2007, the NYMU received a disproportionately large number of lead paint claims (approximately 50) for accident dates prior to October 31, 1997. KICO’s liability for each claim is $50,000 (assuming full
reinsurance recovery). Since 2007, far fewer lead paint claims have been filed against the NYMU. We believe that, as of December 31, 2011, KICO is fully reserved for all reported claims and that its provision for
IBNR for future claims is adequate (in each case giving effect to the collectability of reinsurance); however, we do not have any control over the claims made against the NYMU. Accordingly, future results may be
adversely affected from losses over which we have no control.
Regulations requiring us to underwrite business and participate in loss sharing arrangements may adversely affect our operating results and financial condition.
The state of New York has enacted laws that require a property liability insurer conducting business in such state to participate in assigned risk plans, reinsurance facilities and joint underwriting associations
or require the insurer to offer coverage to all consumers, often restricting an insurer's ability to charge the price it might otherwise charge. In these markets, we may be compelled to underwrite significant amounts of
business at lower than desired rates, possibly leading to an unacceptable return on equity, which may adversely affect our operating results and financial condition.
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 business, 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; KICO’s Chief Executive Officer transitioned
his duties and responsibilities effective January 1, 2012.
Our future success will depend, in part, upon the efforts of Barry Goldstein, our President and Chief Executive Officer, and John Reiersen, Executive Vice President of KICO and, until January 1, 2012,
President and Chief Executive Officer of KICO. The loss of Messrs. Goldstein and/or Reiersen 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 then prevailing in the market for qualified
personnel. Effective January 1, 2012, Mr. Reiersen became Executive Vice President of KICO and provides, in a part-time capacity, advice and assistance to the President and Chief Executive Officer of KICO, and
other management personnel, with regard to the management and operation of KICO. Mr. Goldstein assumed the duties and responsibilities of President and Chief Executive Officer of KICO effective January 1,
2012. Although Mr. Goldstein has served as our President and Chief Executive Officer since 2001, as KICO’s Chairman of the Board and Chairman of the Executive Committee since 2006 and as KICO’s Chief
Investment Officer since 2008, prior to January 1, 2012, he had never served as President and Chief Executive Officer of an insurance company.
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Difficult conditions in the economy generally could adversely affect our business and operating results.
Some economists continue to project significant negative macroeconomic trends, including relatively high and sustained unemployment, reduced consumer spending, lower home prices, and substantial
increases in delinquencies on consumer debt, including defaults on home mortgages. Moreover, recent disruptions in the financial markets, particularly the reduced availability of credit and tightened lending
requirements, have impacted the ability of borrowers to refinance loans at more affordable rates. As with most businesses, we believe 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 lower levels of insurance.
Changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect our 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.
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.
We have incurred, and will continue to incur, increased costs as a result of being an SEC reporting company.
The Sarbanes-Oxley Act of 2002, as well as a variety of related rules implemented by the SEC, have required changes in corporate governance practices and generally increased the disclosure requirements
of public companies. As a reporting company, we incur significant legal, accounting and other expenses in connection with our public disclosure and other obligations. Based upon SEC regulations currently in effect,
we are required to establish, evaluate and report on our internal control over financial reporting. We believe that compliance with the myriad of rules and regulations applicable to reporting companies and related
compliance issues will require a significant amount of time and attention from our management.
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The enactment of tort reform could adversely affect our business.
Legislation concerning tort reform is from time to time considered in the United States Congress. Among the provisions considered for inclusion in such legislation are limitations on damage awards, including
punitive damages. Enactment of these or similar provisions by Congress or by the states in which we operate could result in a reduction in the demand for liability insurance policies or a decrease in the limits of such
policies, thereby reducing our revenues. We cannot predict whether any such legislation will be enacted or, if enacted, the form such legislation will take, nor can we predict the effect, if any, such legislation would
have on our business or results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements required by this Item 8 are included in this Annual Report following Item 15 hereof. As a smaller reporting company, we are not required to provide supplementary financial
information.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
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As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this Annual Report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial
Officer, we evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of December 31, 2011.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.
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. Internal control over financial reporting
is a process designed by, or under the supervision of, our Chief Executive Officer and Chief 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 US 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 US 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.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2011.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Executive Officers and Directors
PART III
The following table sets forth the positions and offices presently held by each of our current directors and executive officers and their ages:
Name
Barry B. Goldstein
Victor J. Brodsky
John D. Reiersen
Michael R. Feinsod
Jay M. Haft
David A. Lyons
Jack D. Seibald
Barry B. Goldstein
Age
Positions and Offices Held
59
54
69
41
76
62
51
President, Chairman of the Board, Chief Executive Officer, Treasurer and Director
Chief Financial Officer and Secretary
Executive Vice President, Kingstone Insurance Company
Director
Director
Director
Director
Mr. Goldstein was elected our President, Chief Executive Officer, Chairman of the Board, and a director in March 2001 and our Treasurer in May 2001. He served as our Chief Financial Officer from March
2001 to November 2007. Since January 2006, Mr. Goldstein has served as Chairman of the Board of Kingstone Insurance Company (“KICO”) (formerly known as Commercial Mutual Insurance Company), a New
York property and casualty insurer, as well as Chairman of its Executive Committee. Mr. Goldstein has served as Chief Investment Officer of KICO since August 2008 and as its President and Chief Executive Officer
since January 2012. He was Treasurer of KICO from March 2010 through September 2010. Effective July 1, 2009, we acquired a 100% equity interest in KICO. From April 1997 to December 2004, Mr. Goldstein
served as President of AIA Acquisition Corp., which operated insurance agencies in Pennsylvania and which sold substantially all of its assets to us in May 2003. Mr. Goldstein received his B.A. 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 service as Chairman of the Board of KICO since 2006 and as its Chief Investment
Officer since 2008, give him the qualifications and skills to serve as one of our directors.
Victor J. Brodsky
Mr. Brodsky has served as our Chief Financial Officer since August 2009 and as our Secretary since December 2008. He served as our Chief Accounting Officer from August 2007 through July 2009 and as
our Principal Financial Officer for Securities and Exchange Commission (“SEC”) reporting purposes from November 2007 through July 2009. In addition, Mr. Brodsky has served as a director of KICO since February
2008, as Chief Financial Officer of KICO since September 2010 and as Senior Vice President of KICO since January 2012. He also served as Treasurer of KICO from September 2010 through December 2011. Mr.
Brodsky served from May 2008 through March 15, 2010 as Vice President of Financial Reporting and Principal Financial Officer for SEC reporting purposes of Vertical Branding Inc. Mr. Brodsky served as Chief
Financial Officer of Vertical Branding from March 1998 through May 2008 and as a director of Vertical Branding from May 2002 through November 2005. He served as its Secretary from November 2005 through May
2008 and from April 2009 to March 15, 2010. A receiver was appointed for the business of Vertical Branding in February 2010. Prior to joining Vertical Branding, Mr. Brodsky spent 16 years at the CPA firm of Michael
& Adest in New York. Mr. Brodsky earned a Bachelor of Business Administration degree from Hofstra University, with a major in accounting, and is a licensed CPA in New York.
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John D. Reiersen
Mr. Reiersen served as President of KICO from 1999 to 2011 and as its Chief Executive Officer from 2001 to 2011. Since January 2012, Mr. Reiersen has served as Executive Vice President of KICO. Mr.
Reiersen served for 25 years with the New York State Insurance Department ending his tenure there as Chief Examiner in the Property and Casualty Insurance Bureau. At the Insurance Department, he was
instrumental in the enactment of numerous statutes and regulations, including the automobile no-fault program, the photo inspection law, the Insurance Information and Enforcement System program and many other
cost-containment measures. Mr. Reiersen was also instrumental in the enactment of many rules in the New York Automobile Insurance Plan. He served as President of the Eagle Insurance Group from 1990 to 2000.
Mr. Reiersen served as Chairman of the New York Insurance Association has served and continues to serve on many insurance industry association boards and committees. He holds the professional designations of
Chartered Property and Casualty Underwriter, Certified Financial Examiner and Certified Insurance Examiner. Mr. Reiersen is a graduate of Brooklyn College and holds a Bachelor of Science Degree in Accounting.
Michael R. Feinsod
Mr. Feinsod is the Chairman, Chief Executive Officer and President of Ameritrans Capital Corporation, a business development company. Mr. Feinsod has been an officer of Ameritrans Capital since 2006.
He serves as Chairman, Chief Executive Officer and President of Elk Associates Funding Corporation, a Small Business Investment Company and a subsidiary of Ameritrans Capital, and has served as a director of
Ameritrans Capital and Elk Associates Funding Corporation since December 2005. Since January 1999, Mr. Feinsod has been Managing Member of Infinity Capital, LLC, an investment management company. He
served as an investment analyst and portfolio manager at Mark Boyar & Company, Inc., a broker-dealer. He is admitted to practice law in New York and served as an associate in the Corporate Law Department of
Paul, Hastings, Janofsky & Walker LLP. Mr. Feinsod holds a J.D. from Fordham University School of Law and a B.A. from George Washington University. He has served as one of our directors since October
2008. We believe that Mr. Feinsod’s corporate finance, legal and executive-level experience, as well as his service on the Board of KICO since July 2009, give him the qualifications and skills to serve as one of our
directors.
Jay M. Haft
Mr. Haft is currently a personal advisor to Victor Vekselberg, a Russian entrepreneur with considerable interests in oil, aluminum, utilities and other industries. Mr. Haft is also a partner at Columbus Nova, the
U.S.-based investment and operating arm of Mr. Vekselberg’s Renova Group of companies. Mr. Haft is also a strategic and financial consultant for growth stage companies. He is active in international corporate
finance and mergers and acquisitions as well as in the representation of emerging growth companies. Mr. Haft has extensive experience in the Russian market, where he has worked on growth strategies for
companies looking to internationalize their business assets and enter international capital markets. He has been a founder, consultant and/or director of numerous public and private corporations, and currently
serves as Chairman of the Board of Dusa Pharmaceuticals, Inc., whose securities are traded on Nasdaq. Mr. Haft also serves on the Board of Ballantyne Cashmere, SpA, the United States-Russian Business
Counsel and The Link of Times Foundation and is an advisor to Montezemolo & Partners. He has been instrumental in strategic planning and fundraising for a variety of Internet and high-tech, leading edge medical
technology and marketing companies over the years. Mr. Haft is counsel to Reed Smith, an international law firm, as well as several other law and accounting firms. Mr. Haft is a past member of the Florida
Commission for Government Accountability to the People, a past national trustee and Treasurer of the Miami City Ballet, and a past Board member of the Concert Association of Florida. He is also a past trustee of
Florida International University Foundation and previously served on the advisory board of the Wolfsonian Museum and Florida International University Law School. Mr. Haft served as our Vice Chairman of the Board
from February 1999 until March 2001. From October 1989 to February 1999, he served as our Chairman of the Board and he has served as one of our directors since 1989. Mr. Haft received B.A. and LL.B. degrees
from Yale University. We believe that Mr. Haft’s corporate finance, business consultation, legal and executive-level experience, as well as his service on the Board of KICO since July 2009, give him the qualifications
and skills to serve as one of our directors.
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David A. Lyons
Mr. Lyons is currently CEO of NextStep Technology Solutions, LLC, a telecommunications marketing company that is the exclusive master distributor for Samsung Telecommunications America, LLC in the
sale of its VoIP product portfolio into the telecommunications network carrier market. He has served since 2004 as a principal of Den Ventures, LLC, a consulting firm focused on business, financing, and merger and
acquisition strategies for public and private companies. From 2002 until 2004, Mr. Lyons served as a managing partner of the Nacio Investment Group, and President of Nacio Systems, Inc., a managed hosting
company that provides outsourced infrastructure and communication services for mid-size businesses. Prior to forming the Nacio Investment Group, Mr. Lyons served as Vice President of Acquisitions for Expanets,
Inc., a national provider of converged communications solutions. Previously, he was Chief Executive Officer of Amnex, Inc. and held various executive management positions at Walker Telephone Systems, Inc. and
Inter-tel, Inc. Mr. Lyons has served as one of our directors since July 2005. We believe that Mr. Lyons’ executive-level experience, as well as his experience in the areas of business consultation, corporate finance
and mergers and acquisitions, and his service on the Board of KICO since July 2009, give him the qualifications and skills to serve as one of our directors.
Jack D. Seibald
Mr. Seibald is a Senior Managing Director of Concept Capital Markets, LLC (“Concept Capital”) and serves Concept Capital in a variety of areas, including business and client development and legal and
compliance matters. Mr. Seibald also serves as a member of the Board of Managers of Concept Capital Holdings, LLC, the parent of Concept Capital, of Concept Capital Administration, LLC, which provides
administrative services to Concept Capital and its affiliates, and of ConceptONE, LLC, which provides fund administration and risk management services to investment managers. Mr. Seibald has been affiliated with
Concept Capital and its predecessors since 1995 and has extensive experience in equity research, investment management, and prime brokerage services dating back to 1983. From 1997 to 2005, Mr. Seibald was
also a Managing Member of Whiteford Advisors, LLC, an investment management firm, where as co-founder he co-managed several pools of funds. He began his career at Oppenheimer & Co. as an equity analyst
covering the retailing industry and has also been affiliated with Salomon Brothers and Morgan Stanley & Co in similar positions. Mr. Seibald also operated The Seibald Report, Inc., an independent research firm
specializing in the retailing sector. He holds an M.B.A. from Hofstra University and a B.A. from George Washington University. Mr. Seibald has served as one of our directors since 2004. In January 2008, the
Financial Industry Regulatory Authority (“FINRA”) imposed a $100,000 fine and 20-day suspension on Mr. Seibald in connection with the settlement of a FINRA action against Sanders Morris Harris Inc. and Mr.
Seibald, among others. FINRA had found that Mr. Seibald had improperly received compensation from a profit pool derived, in part, from commissions on trading by a hedge fund for which he served as a
manager. We believe that Mr. Seibald’s corporate finance and executive-level experience, as well as his service on the Board of KICO since 2006 (including his service as Chairman of its Investments Committee),
give 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.
Term of Office
Each director will hold office until the next annual meeting of stockholders and until his successor is elected and qualified or until his 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 successor is elected and qualified or until his earlier resignation or removal.
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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. Lyons, Haft and Seibald.
Audit Committee Financial Expert
Our Board of Directors has determined that Mr. Lyons is an “audit committee financial expert,” as that is defined in Item 407(d)(5) of Regulation S-K Mr. Lyons is an “independent director” based on the
definition of independence in Listing Rule 5605(a)(2) of The Nasdaq Stock Market.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 of the Exchange Act requires that reports of beneficial ownership of common shares and changes in such ownership be filed with the Securities and Exchange Commission by Section 16
“reporting persons,” including directors, certain officers, holders of more than 10% of the outstanding common shares 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, 2011. To our knowledge, based solely on
a review of copies of Forms 3, 4 and 5 filed with the Securities and Exchange Commission and written representations that no other reports were required, during the fiscal year ended December 31, 2011, our
officers, directors and 10% stockholders complied with all Section 16(a) filing requirements applicable to them, except that Mr. Goldstein filed two Forms 4 late (one reporting one transaction by his retirement trust for
the purchase of 500 shares and one reporting two transactions by his retirement trust for the purchase of an aggregate of 2,800 shares).
Code of Ethics for Senior Financial Officers
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. A copy of the
Code of Ethics is 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 by posting such information on our website, www.kingstonecompanies.com.
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ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table sets forth certain information concerning the compensation for the fiscal years ended December 31, 2011 and 2010 for certain executive officers, including our Chief Executive Officer:
Name and Principal Position
Barry B. Goldstein
Chief Executive
Officer
Victor J. Brodsky
Chief Financial
Officer
John D. Reiersen
President, Kingstone
Insurance Company
__________
Year
2011
2010
2011
2010
2011
2010
$
$
$
$
$
$
Salary
Bonus
Stock
Awards
Option
Awards(1)
Non-Equity
Incentive Plan
Compensation
All Other
Compensation
Total
375,000
375,000
-
-
$
-
93,325
$
-
384,340
$
$
216,327(2) $
163,203(3) $
29,832
25,415
$
$
621,159
1,041,283
220,000
205,615
$
10,000
-
339,524
294,664
-
-
-
-
-
-
-
-
$
$
-
-
$
$
26,893(4) $
4,670(5) $
9,800
5,738
$
$
266,693
216,023
76,091(4) $
38,723(5) $
14,949
11,800
$
$
430,564
345,187
(1) The amount reported in this column represent the grant date fair value of the option award granted during the year ended December 31, 2010, calculated in accordance with FASB ASC Topic 718. For a
more detailed discussion of the assumptions used in estimating fair value, see Note 14 (Stockholders’ Equity) of the Notes to Consolidated Financial Statements following Item 15 of this Annual Report.
(2) Represents bonus compensation of $167,358 accrued pursuant to Mr. Goldstein’s employment agreement and paid in 2012, and $48,968 accrued pursuant to the KICO employee profit sharing plan and paid
in 2012.
(3) Represents bonus compensation of $142,000 accrued pursuant to Mr. Goldstein’s employment agreement and paid in 2011, and $21,203 accrued pursuant to the KICO employee profit sharing plan and paid
in 2011.
(4) Represents amounts accrued pursuant to the KICO employee profit sharing plan and paid in 2012.
(5) Represents amounts accrued pursuant to the KICO employee profit sharing plan and paid in 2011.
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Employment Contracts
Mr. Goldstein is employed as our President, Chairman of the Board and Chief Executive Officer pursuant to an employment agreement, dated October 16, 2007, as amended (the “Goldstein Employment
Agreement”), that expires on December 31, 2014. Pursuant to the Goldstein Employment Agreement, effective January 1, 2010, Mr. Goldstein is entitled to receive an annual base salary of $375,000 (“Base Salary”)
and annual bonuses based on our net income (which bonus may not be less than $10,000 per annum). Mr. Goldstein’s annual base salary had been $350,000 from January 1, 2004 through December 31,
2009. Pursuant to an amendment entered into with Mr. Goldstein as of March 24, 2010 (the “2010 Amendment”), in addition to the increase in his Base Salary to $375,000 and minimum $10,000 annual bonus, as
noted above, the expiration date of the agreement was extended from June 30, 2010 to December 31, 2014, we issued to Mr. Goldstein 50,000 shares of common stock and we granted to him a five year option for
the purchase of 188,865 shares of common stock at an exercise price of $2.50 per share, exercisable to the extent of 25% on the date of grant and each of the initial three anniversary dates of the grant. In
connection with the stock option grant, we increased the number of shares authorized to be issued pursuant to our 2005 Equity Participation Plan from 300,000 to 550,000, subject to shareholder approval, which was
obtained in June 2010. Pursuant to the 2010 Amendment, we also agreed that, under certain circumstances following a change of control of Kingstone Companies, Inc. and the termination of his employment, all of
Mr. Goldstein’s outstanding options would become exercisable and would remain exercisable until the first anniversary of the termination date. A portion of the Base Salary amount payable to Mr. Goldstein is
contractually shared with KICO. Since August 2008, Mr. Goldstein has served as Chief Investment Officer of KICO. Since January 2012, he has also served as President and Chief Executive Officer of KICO.
Mr. Reiersen is employed as Executive Vice President of KICO pursuant to an employment agreement, dated September 13, 2006, as amended (the “Reiersen Employment Agreement”). Pursuant to the
Reiersen Employment Agreement, during 2011, Mr. Reiersen was entitled to receive an annual base salary of approximately $269,000 in his then capacity as President and Chief Executive Officer of KICO. Effective
February 28, 2011, pursuant to an amendment to the Reiersen Employment Agreement, the term was extended from December 31, 2011 to December 31, 2014 and, effective January 1, 2012, Mr. Reiersen is
serving as Executive Vice President of KICO. Pursuant to the amendment, in the capacity of Executive Vice President, Mr. Reiersen reports to the President and Chief Executive Officer of KICO and provides advice
and assistance to the President and Chief Executive Officer of KICO, as well as other officers and management personnel of KICO, with regard to the management and operation of KICO. Pursuant to the
amendment, effective January 1, 2012, it is anticipated that Mr. Reiersen will provide approximately 500 hours of services per year on behalf of KICO and his minimum annual salary will be $100,000.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Name
Barry B. Goldstein
Victor J. Brodsky
John D. Reiersen
Option Awards
Number of Securities
Underlying
Unexercised Options
Number of Securities
Underlying
Unexercised Options
Exercisable
Unexercisable
Option Exercise
Price
Option Expiration
Date
130,000
94,432
15,000
10,000
$
-
94,433(1) $
5,000(2) $
10,000(3) $
2.06
2.50
2.35
2.35
10/16/12
03/24/15
07/30/14
07/30/14
(1) Such options are exercisable to the extent of 47,216 shares effective as of March 24, 2012 and 47,217 shares effective as of March 24, 2013.
(2) Such options are exercisable on July 30, 2012.
(3) Such options are exercisable to the extent of 5,000 shares effective as of each of July 30, 2012 and July 30, 2013.
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Termination of Employment and Change-in-Control Arrangements
Pursuant to the Goldstein Employment Agreement and as provided for in his prior employment agreement which expired on April 1, 2007, Mr. Goldstein would be entitled, under certain circumstances, to a
payment equal to one and one-half times his then annual salary in the event of the termination of his employment following a change of control of Kingstone Companies, Inc. Under such circumstances, Mr.
Goldstein’s outstanding options would become exercisable and would remain exercisable until the first anniversary of the termination date. In addition, in the event Mr. Goldstein’s employment is terminated by
Kingstone Companies, Inc. without cause or he resigns with good reason (each as defined in the Goldstein Employment Agreement), Mr. Goldstein would be entitled to receive his base salary and bonuses from
Kingstone Companies, Inc. for the remainder of the term, and his outstanding options would become exercisable and would remain exercisable until the first anniversary of the termination date. In addition, in the
event Mr. Goldstein’s employment with KICO is terminated by KICO with or without cause, he would be entitled to receive a lump sum payment from KICO equal to six months base salary.
Pursuant to the Reiersen Employment Agreement, in the event of the termination of Mr. Reiersen’s employment with KICO, he would be entitled to severance in an amount equal to the lesser of $50,000 or
the remaining salary payable to him through the term of his agreement.
Compensation of Directors
The following table sets forth certain information concerning the compensation of our directors for the fiscal year ended December 31, 2011:
DIRECTOR COMPENSATION
Name
Michael R. Feinsod
Jay M. Haft
David A. Lyons
Jack D. Seibald
Fees Earned or
Paid in Cash
Stock Awards
Option Awards
Total
$
$
$
$
26,800
26,550
27,100
27,100
-
-
-
-
-
$
-
$
-
$
-
$
26,800
26,550
27,100
27,100
Our non-employee directors are entitled to receive compensation for their services as directors as follows:
•
•
•
•
$20,000 per annum (including $5,000 per annum for service as a director of KICO)
up to an additional $5,000 per annum for committee chair (and $1,500 per annum for KICO committee chair)
$350 per Board meeting attended ($175 if telephonic)
$200 per committee meeting attended ($100 if telephonic)
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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 15, 2012 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 person listed in the Summary Compensation Table under “Executive Compensation,” 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
1154 Broadway
Hewlett, New York
Michael R. Feinsod
c/o Infinity Capital
50 Jericho Quadrangle
Jericho, New York
Jack D. Seibald
1336 Boxwood Drive West
Hewlett Harbor, New York
Jay M. Haft
69 Beaver Dam Road
Salisbury, Connecticut
David A. Lyons
252 Brookdale Road
Stamford, Connecticut
Victor J. Brodsky
1154 Broadway
Hewlett, New York
John D. Reiersen
15 Joys Lane
Kingston, New York
All executive officers
and directors as a group
(7 persons)
__________
* Less than 1%.
1,040,597
(1)(2)
504,490
(1)(3)
311,147
(1)(4)
170,275
(1)(5)
16,660
(1)
15,000
(1)(6)
14,600
(1)(7)
25.8%
13.3%
8.2%
4.5%
*
*
*
2,072,769
(1)(2)(3)(4)(5)(6)(7)
51.1%
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(1)
Based upon Schedule 13D filed under the Securities Exchange Act of 1934, as amended, and other information that is publicly available.
(2)
(3)
(4)
(5)
(6)
(7)
Includes (i) 26,500 shares held in retirement trusts for the benefit of Mr. Goldstein and (ii) 251,648 shares issuable upon the exercise of options that are exercisable currently or within 60 days. Excludes
shares owned by members of Mr. Goldstein’s family. Mr. Goldstein disclaims beneficial ownership of the shares owned by such family members.
Includes 487,495 shares owned by Infinity Capital Partners, L.P. (“Partners”). Each of (i) Infinity Capital, LLC (“Capital”), as the general partner of Partners, (ii) Infinity Management, LLC (“Management”), as
the Investment Manager of Partners, and (iii) Michael Feinsod, as the Managing Member of Capital and Management, the General Partner and Investment Manager, respectively, of Partners, may be
deemed to be the beneficial owners of the shares held by Partners. Pursuant to the Schedule 13D filed under the Securities Exchange Act of 1934, as amended, by Partners, Capital, Management and Mr.
Feinsod, each has sole voting and dispositive power over the shares. Also includes 10,000 shares held in a retirement trust for the benefit of Mr. Feinsod.
Includes (i) 113,000 shares owned jointly by Mr. Seibald and his wife, Stephanie Seibald, (ii) 3,000 shares owned by Boxwood FLTD Partners, a limited partnership (“Boxwood”) and (iii) 174,824 shares
held in a retirement trust for the benefit of Mr. Seibald. Mr. Seibald has voting and dispositive power over the shares owned by Boxwood.
Includes 576 shares held in a retirement trust for the benefit of Mr. Haft.
Represents shares issuable upon the exercise of currently exercisable options.
Includes 10,000 shares issuable upon the exercise of currently exercisable options.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2011 with respect to compensation plans (including individual compensation arrangements) under which our common shares are authorized for
issuance, aggregated as follows:
•
•
All compensation plans previously approved by security holders; and
All compensation plans not previously approved by security holders.
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EQUITY COMPENSATION PLAN INFORMATION
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Exchange of Preferred Stock
Number of securities to
be issued upon
exercise of outstanding
options, warrants and
rights
(a)
Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
393,865
-0-
393,865
$
$
2.32
-0-
2.32
153,635
-0-
153,635
Effective June 30, 2010, three holders of our Series E preferred stock exchanged such shares for our common stock. The effective price for the exchange was $1.65 per share. Pursuant to the exchange, a
retirement trust established for the benefit of Jack D. Seibald, one of our principal stockholders and directors, received 174,824 shares of common stock. In addition, pursuant to an exchange made by Kidstone LLC
(“Kidstone”), a limited liability company whose members are Barry Goldstein, our President, Chairman of the Board and Chief Executive Officer and one of our principal stockholders, Steven Shapiro, a director of
KICO, and a family member of Sam Yedid, a director of KICO, Messrs. Goldstein and Shapiro and the family member of Mr. Yedid received 23,309, 23,310 and 23,310 shares of common stock, respectively.
In addition, effective June 30, 2010, AIA Partners, LLC (“AIA Partners”) exchanged its Series E preferred stock for an aggregate of 472,727 shares of our common stock at a price of $1.65 per share. Such
common stock was distributed to its members, including 176,139 shares to members of Mr. Goldstein’s family, 55,593 shares to Mr. Shapiro and 47,099 shares to members of the family of Mr. Yedid.
2009/2010 Debt Financing
Between June 2009 and March 2010, we borrowed an aggregate $1,450,000 and issued promissory notes in such aggregate principal amount (the “2009/2010 Notes”). The 2009/2010 Notes provided for
interest at the rate of 12.625% per annum and were payable on July 10, 2011. The 2009/2010 Notes were prepayable by us without premium or penalty; provided, however, that, under any circumstances, the
holders of the 2009/2010 Notes were entitled to receive an aggregate of six months interest from the issue date of the 2009/2010 Notes with respect to the amount prepaid.
Kidstone purchased a 2009/2010 Note in the principal amount of $120,000. Jay M. Haft, one of our principal stockholders and directors, purchased a 2009/2010 Note in the principal amount of $50,000. A
member of the family of Michael Feinsod, one of our principal stockholders and directors, purchased a 2009/2010 Note in the principal amount of $100,000. Mr. Yedid and members of his family purchased 2009/2010
Notes in the aggregate principal amount of $295,000. A member of the family of Floyd Tupper, a director of KICO, purchased a 2009/2010 Note in the principal amount of $70,000. Mr. Goldstein’s retirement account
purchased a 2009/2010 Note in the principal amount of $150,000.
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In June 2011, we repaid $703,000 of the principal amount borrowed pursuant to the above 2009 and 2010 debt financing, including $120,000 to Kidstone, $20,000 to Mr. Haft, $40,000 to the Feinsod family
member, $139,000 to the Yedid family members, $28,000 to the Tupper family member and $60,000 to Mr. Goldstein’s retirement account. With regard to the remaining $747,000 principal amount borrowed, we
agreed with the lenders, including Mr. Haft, the Feinsod family member, the Yedid family members, the Tupper family member and Mr. Goldstein’s retirement account, that the maturity date for the debt will be
extended to July 10, 2014 and that interest at the rate of 9.5% per annum will be payable.
Relationship
Certilman Balin Adler & Hyman, LLP, a law firm with which Morton L. Certilman is affiliated, serves as our counsel. Until June 30, 2010, Mr. Certilman was one of our principal stockholders. It is presently
anticipated that such firm will continue to represent us and will receive fees for its services at rates and in amounts not greater than would be paid to unrelated law firms performing similar services.
Director Independence
Board of Directors
Our Board of Directors is currently comprised of Barry B. Goldstein, Michael R. Feinsod, Jay M. Haft, David A. Lyons and Jack D. Seibald. Each of Messrs. Feinsod, Haft, Lyons and Seibald is currently an
“independent director” based on the definition of independence in Listing Rule 5605(a)(2) of the listing standards at The Nasdaq Stock Market.
Audit Committee
The members of our Board’s Audit Committee currently are Messrs. Lyons, Haft and Seibald, each of whom is an “independent director” based on the definition of independence in Listing Rule 5605(a)(2) of
the listing standards of The Nasdaq Stock Market and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934.
Nominating Committee
The members of our Board’s Nominating Committee currently are Messrs. Feinsod, Haft, Lyons and Seibald, each of whom is an “independent director” based on the definition of independence in Listing Rule
5605(a)(2) of the listing standards of The Nasdaq Stock Market.
Compensation Committee
The members of our Board’s Compensation Committee currently are Messrs. Seibald, Haft and Lyons, each of whom is an “independent director” based on the definition of independence in Listing Rule
5605(a)(2) of the listing standards of The Nasdaq Stock Market.
58
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following is a summary of the fees billed to us by EisnerAmper LLP, our independent auditors, for professional services rendered for the fiscal year ended December 31, 2011 and 2010 and by our former
independent auditors, Amper Politziner & Mattia, LLP, for professional services rendered for the fiscal year ended December 31, 2010. On August 16, 2010 Amper Politziner & Mattia, LLP combined its practice with
Eisner LLP and the combined practice operates under the name of EisnerAmper LLP. On August 20, 2010, we filed a Current Report on Form 8-K disclosing the change.
Fee Category
Audit Fees(1)
Audit-Related Fees(2)
Tax Fees(3)
All Other Fees(4)
Fiscal 2011 Fees
Fiscal 2010 Fees
$
$
177,549
4,500
-
-
182,048
$
$
185,875
-
-
-
185,875
_____________
(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 and services provided in connection with other statutory or regulatory filings.
(2)
(3)
(4)
Audit-Related Fees consist of aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported
under “Audit Fees.”
Tax Fees consist of fees billed by our independent auditors for professional services related to preparation of our U.S. federal and state income tax returns and tax advice.
All Other Fees consist of aggregate fees billed for products and services provided by our independent auditors, other than those disclosed above.
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.
59
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit
Number
Description of Exhibit
PART IV
3(a)
3(b)
3(c)
3(d)
10(a)
10(b)
10(c)
10(d)
10(e)
10(f)
10(g)
10(h)
10(i)
10(j)
Restated Certificate of Incorporation (1)
Certificate of Amendment of Certificate of Incorporation with regard to name change (2)
Certificate of Designations of Series E Preferred Stock (3)
By-laws, as amended (4)
2005 Equity Participation Plan (5)
Employment Agreement, dated as of October 16, 2007, between DCAP Group, Inc. and Barry B. Goldstein (6)
Amendment No. 1, dated as of August 25, 2008, to Employment Agreement between DCAP Group, Inc. and Barry B. Goldstein (7)
Amendment No. 2, dated as of March 24, 2010, to Employment Agreement between Kingstone Companies, Inc. (formerly DCAP Group, Inc.) and Barry B. Goldstein (8)
Amendment No. 3, dated as of May 10, 2011, to Employment Agreement between Kingstone Companies, Inc. and Barry B. Goldstein (9)
Employment Contract, effective on July 1, 2008, between Commercial Mutual Insurance Company and Barry B. Goldstein (10)
Employment Agreement, dated as of May 10, 2011, between Kingstone Insurance Company and Barry B. Goldstein (9)
Stock Option Agreement, dated as of October 16, 2007, between DCAP Group, Inc. and Barry B. Goldstein (6)
Form of Promissory Note issued in June 2009 and due July 10, 2011 (11)
Form of Promissory Note issued in September 2009 and due July 10, 2011 (applicable to Promissory Notes issued in December 2009 and January 2010) (12)
10(k)
Employment Contract, dated as of September 13, 2006, between Commercial Mutual Insurance Company and Successor Companies and John D. Reiersen (10)
60
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
10(l)
10(m)
10(n)
10(o)
10(p)
10(q)
14
21
23
31(a)
31(b)
32
Amendment No. 1, dated as of January 25, 2008, to Employment Contract between Commercial Mutual Insurance Company and Successor Companies and John D. Reiersen, dated as of September
13, 2006 (10)
Amendment No. 2, dated as of July 18, 2008, to Employment Contract between Commercial Mutual Insurance Company and Successor Companies and John D. Reiersen, dated as of September 13,
2006, and Amendment No. 1, dated as of January 25, 2008 (10)
Amendment No. 3, dated as of February 28, 2011, to Employment Contract between Kingstone Insurance Company (as successor in interest to Commercial Mutual Insurance Company) and John D.
Reiersen, dated as of September 13, 2006, as amended (13)
Stock Option Agreement, dated as of March 24, 2010, between Kingstone Companies, Inc. and Barry B. Goldstein (8)
Form of Exchange Agreement, dated as of June 30, 2010, between Kingstone Companies, Inc. and the holders of Series E Preferred Stock (14)
Letter agreement, dated February 23, 2012, between Kingstone Companies, Inc. and Barry Goldstein with regard to outstanding options.
Code of Ethics (15)
Subsidiaries
Consent of EisnerAmper LLP
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH
101.SCH XBRL Taxonomy Extension Schema.
101.CAL
101.CAL XBRL Taxonomy Extension Calculation Linkbase.
101.DEF
101.DEF XBRL Taxonomy Extension Definition Linkbase.
101.LAB
101.LAB XBRL Taxonomy Extension Label Linkbase.
101.PRE
101.PRE XBRL Taxonomy Extension Presentation Linkbase.
61
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
______________________
(1)
Denotes document filed as an exhibit to our Quarterly Report on Form 10-QSB for the period ended September 30, 2004 and incorporated herein by reference.
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
Denotes document filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended June 30, 2009 and incorporated herein by reference.
Denotes document filed as an exhibit to our Current Report on Form 8-K for an event dated May 12, 2009 and incorporated herein by reference.
Denotes document filed as an exhibit to our Current Report on Form 8-K for an event dated November 5, 2009 and incorporated herein by reference.
Denotes document filed as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 and incorporated herein by reference.
Denotes document filed as an exhibit to our Current Report on Form 8-K for an event dated October 16, 2007 and incorporated herein by reference.
Denotes document filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended September 30, 2008 and incorporated herein by reference.
Denotes document filed as an exhibit to our Current Report on Form 8-K for an event dated March 24, 2010 and incorporated herein by reference.
Denotes document filed as an exhibit to our Current Report on Form 8-K for an event dated May 10, 2011 and incorporated herein by reference.
Denotes document filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and incorporated herein by reference.
Denotes document filed as an exhibit to our Current Report on Form 8-K for an event dated June 22, 2009 and incorporated herein by reference.
Denotes document filed as an exhibit to our Current Report on Form 8-K for an event dated September 16, 2009 and incorporated herein by reference.
Denotes document filed as an exhibit to our Current Report on Form 8-K for an event dated February 28, 2011 and incorporated herein by reference.
Denotes document filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended June 30, 2010 and incorporated herein by reference.
Denotes document filed as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 and incorporated herein by reference.
62
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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, thereunto duly authorized.
SIGNATURES
Dated: March 30, 2012
KINGSTONE COMPANIES, INC.
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
/s/ Barry B. Goldstein
Barry B. Goldstein
/s/ Victor J. Brodsky
Victor J. Brodsky
/s/ Michael R. Feinsod
Michael R. Feinsod
/s/ Jay M. Haft
Jay M. Haft
/s/s David A. Lyons
David A. Lyons
/s/ Jack D. Seibald
Jack D. Seibald
Capacity
Date
President, Chairman of the Board, Chief Executive Officer,
Treasurer and Director (Principal Executive Officer)
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
63
March 30, 2012
March 30, 2012
March 30, 2012
March 30, 2012
March 30, 2012
March 30, 2012
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2011 and 2010
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2011 and 2010
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2011 and 2010
Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010
Notes to Consolidated Financial Statements
F-1
Page
F-2
F-3
F-4
F-5
F-6 – F-7
F-8
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
To the Board of Directors and Stockholders of
Kingstone Companies, Inc. and Subsidiaries
Hewlett, NY
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheets of Kingstone Companies, Inc. and Subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of
operations and comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2011. The financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Kingstone Companies, Inc. and Subsidiaries as of December 31, 2011 and 2010,
and the consolidated results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2011, in conformity with accounting principles generally accepted in the United
States of America.
/s/ EisnerAmper LLP
Edison, New Jersey
March 30, 2012
F-2
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Consolidated Balance Sheets
Assets
Fixed-maturity securities, held to maturity, at amortized cost (fair value of $777,953 at
December 31, 2011 and $606,398 at December 31, 2010)
Fixed-maturity securities, available for sale, at fair value (amortized cost of $22,215,191
at December 31, 2011 and $16,277,052 at December 31, 2010)
Equity securities, available-for-sale, at fair value (cost of $3,857,741
at December 31, 2011 and $2,825,015 at December 31, 2010)
Total investments
Cash and cash equivalents
Premiums receivable, net of provision for uncollectible amounts
Receivables - reinsurance contracts
Reinsurance receivables, net of provision for uncollectible amounts
Notes receivable-sale of business
Deferred acquisition costs
Intangible assets, net
Property and equipment, net of accumulated depreciation
Other assets
Total assets
Liabilities
Loss and loss adjustment expenses
Unearned premiums
Advance premiums
Reinsurance balances payable
Deferred ceding commission revenue
Notes payable and capital lease obligations (includes payable to related
parties of $378,000 at December 31, 2011 and $785,000 at December 31, 2010)
Accounts payable, accrued expenses and other liabilities
Income taxes payable
Deferred income taxes
Total liabilities
Commitments and Contingencies
Stockholders' Equity
Common stock, $.01 par value; authorized 10,000,000 shares; issued 4,643,122 shares;
outstanding 3,759,900 shares at December 31, 2011 and 3,838,386 shares
at December 31, 2010
Preferred stock, $.01 par value; authorized 1,000,000 shares;
-0- shares issued and outstanding
Capital in excess of par
Accumulated other comprehensive income
Retained earnings
Treasury stock, at cost, 883,222 shares at December 31, 2011 and 804,736 shares
at December 31, 2010
Total stockholders' equity
Total liabilities and stockholders' equity
See notes to accompanying consolidated financial statements.
F-3
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
December 31,
December 31,
2011
2010
$
606,234
$
605,424
22,568,932
16,339,101
$
$
4,065,210
27,240,376
173,126
5,779,085
1,734,535
23,880,814
393,511
4,535,773
3,660,672
1,646,341
660,672
69,704,905
18,480,717
21,283,160
544,791
2,761,828
3,982,399
1,047,000
4,419,623
85,393
1,789,439
54,394,350
$
$
2,983,035
19,927,560
326,620
5,001,886
1,174,729
20,720,194
705,019
3,619,001
4,136,386
1,585,029
1,486,249
58,682,673
17,711,907
17,277,332
410,574
1,106,897
3,219,513
1,460,997
2,553,031
-
1,998,557
45,738,808
46,432
46,432
-
13,739,792
370,399
2,554,349
16,710,972
(1,400,417)
15,310,555
-
13,633,913
145,247
281,531
14,107,123
(1,163,258)
12,943,865
$
69,704,905
$
58,682,673
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Consolidated Statements of Operations and Comprehensive Income
Years ended December 31,
Revenues
Net premiums earned
Ceding commission revenue
Net investment income
Net realized gain 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
Interest expense - mandatorily redeemable preferred stock
Total expenses
Income from continuing operations before taxes
Income tax expense
Income from continuing operations
Loss from discontinued operations, net of taxes
Net income
Gross unrealized investment holding gains (losses)
arising during period
Income tax (benefit) expense related to items of
other comprehensive income (loss)
Comprehensive income
Earnings per common share:
Basic
Income from continuing operations
Loss from discontinued operations
Income per common share
Diluted
Income from continuing operations
Loss from discontinued operations
Income per common share
Weighted average common shares outstanding
Basic
Diluted
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
2011
2010
$
$
14,868,746
10,624,714
754,630
523,894
920,732
27,692,716
8,571,058
6,230,564
7,372,878
1,203,002
602,704
120,876
-
24,101,082
3,591,634
1,088,513
2,503,121
-
2,503,121
11,135,635
8,583,146
617,119
349,415
910,616
21,595,931
6,425,585
5,057,409
5,778,845
1,610,057
615,277
184,674
74,706
19,746,553
1,849,378
767,434
1,081,944
(98,807)
983,137
$
$
$
$
$
$
$
341,140
(107,332)
(115,988)
2,728,273
$
36,493
912,298
0.65
-
0.65
$
$
$
0.64
-
0.64
$
$
$
0.32
(0.03)
0.29
0.32
(0.03)
0.29
3,837,190
3,920,784
3,429,828
3,429,828
Dividends declared and paid per common share
$
0.06
$
-
See notes to accompanying consolidated financial statements.
F-4
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Consolidated Statement of Stockholders' Equity
Years ended December 31, 2011 and 2010
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
Common Stock
Preferred Stock
Amount
Shares
Amount
Balance, December 31, 2009
Stock-based compensation
Mandatorily redeemable preferred stock
exchanged for restricted common
stock
Retirement of treasury stock
Net income
Net unrealized losses on securities
available for sale, net of income tax
Balance, December 31, 2010
Stock-based compensation
Purchase of treasury stock
Dividends
Net income
Net unrealized gains on securities
Shares
3,804,536
62,466
$
787,409
(11,289)
-
-
4,643,122
-
-
38,046
624
7,874
(112)
-
-
46,432
-
-
-
-
available for sale, net of income tax
Balance, December 31, 2011
-
4,643,122
$
-
46,432
See notes to accompanying consolidated financial statements.
-
-
-
-
-
-
-
-
-
-
-
$
$
-
-
-
-
-
-
-
-
-
-
-
F-5
Capital
in Excess
Accumulated
Other
Comprehensive
of Par
$ 12,051,332
348,236
$
Income
216,086
-
1,291,357
(57,012)
-
-
13,633,913
105,879
-
-
-
(70,839)
145,247
-
-
-
-
Retained
Earnings
$
(701,606)
-
-
983,137
-
281,531
-
-
(230,303)
2,503,121
Treasury Stock
Shares
Amount
Total
816,025
-
$ (1,220,382) $ 10,383,476
348,860
-
-
(11,289)
-
-
804,736
-
78,486
-
57,124
-
-
(1,163,258)
-
(237,159)
-
-
1,299,231
-
983,137
(70,839)
12,943,865
105,879
(237,159)
(230,303)
2,503,121
-
$ 13,739,792
$
225,152
370,399
-
$ 2,554,349
-
883,222
-
$ (1,400,417)
225,152
$ 15,310,555
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Consolidated Statements of Cash Flows
Years ended December 31,
Cash flows provided by operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operations:
Gain on sale of investments
Depreciation and amortization
Amortization of bond premium, net
Stock-based compensation
Deferred income tax (expense) benefit
(Increase) decrease in assets:
Short term investments
Premiums receivable, net
Receivables - reinsurance contracts
Reinsurance receivables, net
Deferred acquisition costs
Other assets
Increase (decrease) in liabilities:
Loss and loss adjustment expenses
Unearned premiums
Advance premiums
Reinsurance balances payable
Deferred ceding commission revenue
Accounts payable, accrued expenses and other liabilities
Net cash provided by operating activities of continuing operations
Operating activities of discontinued operations
Net cash flows provided by operating activities
Cash flows used in investing activities:
Purchase - fixed-maturity securities held to maturity
Purchase - fixed-maturity securities available for sale
Purchase - equity securities
Sale or maturity - fixed-maturity securities available for sale
Sale - equity securities
Recovery of loss from failed bank
Collections of notes receivable and accrued interest - Sale of businesses
Other investing activities
Net cash flows used in investing activities
Cash flows (used in) provided by financing activities:
Proceeds from line of credit
Proceeds from long term debt (includes $200,000 from related parties in 2010)
Principal payments on long-term debt (includes $407,000 to related parties in 2011)
Purchase of treasury stock
Dividends paid
Net cash flows (used in) provided by financing activities
See notes to accompanying consolidated financial statements.
F-6
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
2011
2010
$
2,503,121
$
983,137
(523,894)
602,704
150,061
105,879
(325,106)
-
(777,199)
(559,806)
(3,160,620)
(916,772)
876,464
768,810
4,005,828
134,217
1,654,931
762,886
1,951,985
7,253,489
-
7,253,489
-
(9,483,472)
(3,602,345)
3,532,245
2,771,631
133,211
311,508
(188,302)
(6,525,524)
300,000
-
(713,997)
(237,159)
(230,303)
(881,459)
(349,415)
615,277
76,591
348,860
724,794
225,336
(522,523)
(610,321)
129,427
(701,017)
(912,919)
1,198,589
3,189,145
(1,102)
(811,272)
(78,732)
106,473
3,610,328
111,000
3,721,328
(605,424)
(7,073,124)
(2,740,799)
3,575,293
2,099,897
-
414,346
(65,577)
(4,395,388)
-
400,000
(24,640)
-
-
375,360
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Consolidated Statements of Cash Flows
Years ended December 31,
Decrease 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 Finacing Activities:
Mandatorily redeemable preferred stock exchanged for common stock
See notes to accompanying consolidated financial statements.
F-7
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
$
$
$
$
2011
2010
(153,494)
326,620
173,126
$
$
(298,700)
625,320
326,620
1,175,371
172,964
$
$
1,227,296
138,833
-
$
1,299,231
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Note 1 - Nature of Business
Kingstone Companies, Inc. (referred to herein as "Kingstone" or the “Company”), through its subsidiary Kingstone Insurance Company (“KICO”), underwrites property and casualty insurance to small businesses and
individuals exclusively through independent agents and brokers. KICO is a licensed insurance company in the State of New York. In February 2011, KICO’s application for an insurance license to write insurance in the
Commonwealth of Pennsylvania was approved; however, KICO has not commenced writing business in Pennsylvania. Kingstone, through its subsidiary, Payments, Inc., a licensed premium finance company in the
State of New York, receives fees for placing contracts with a third party licensed premium finance company.
Note 2 – Accounting Policies and Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Principles of Consolidation
The consolidated financial statements consist of Kingstone and its wholly-owned subsidiaries. Subsidiaries include KICO and its subsidiaries, CMIC Properties, Inc. (“Properties”) and 15 Joys Lane, LLC (“15 Joys
Lane”), which together own the land and building from which KICO operates. All significant inter-company transactions have been eliminated in consolidation.
Revenue Recognition
Net Premiums Earned
Insurance policies issued by the Company are short-duration contracts. Accordingly, premium revenue, net of premiums ceded to reinsurers, is 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 premium 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 the ceding commission revenue in the period that changes in the estimated
losses are determined.
Premium Finance Placement Fees
Premium finance placement fees are earned in the period when contracts are placed with a third party premium finance company. Premium finance placement fees are included in “Other income” in the consolidated
statements of operations and comprehensive income.
F-8
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Liability for Loss and Loss Adjustment Expenses (“LAE”)
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 procedures. 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. As adjustments to these estimates become necessary, such adjustments are reflected in expense for the period in
which the estimates are changed. Because of the nature of the business historically written, the Company’s management believes that the Company has limited exposure to environmental claim liabilities. The
Company recognizes recoveries from salvage and subrogation when received.
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 by reinsuring certain levels of risk in various
areas of exposure with other insurance enterprises or reinsurers.
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 indicated in the consolidated financial statements. As adjustments to these estimates become necessary, such
adjustments are reflected in current operations. Loss and LAE incurred as presented in the consolidated statement of operations and comprehensive income are net of reinsurance recoveries.
The Company accounts for reinsurance in accordance with GAAP guidance for accounting and reporting for reinsurance of short-duration contracts. 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.
In preparing financial statements, 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. The allowance for uncollectible reinsurance as of December 31, 2011 and 2010 was approximately $103,000. The Company expensed approximately $-0- and $91,000 of
uncollectible reinsurance for the years ended December 31, 2011 and 2010. 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 detrimental impact on the consolidated financial statements and KICO’s ability to meet
their regulatory capital and surplus requirements.
F-9
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Cash and Cash Equivalents
Cash and cash equivalents are presented at cost, which approximates fair value. 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. The Federal Deposit Insurance Corporation (“FDIC”) secures accounts up to $250,000 at these institutions through December 31, 2013 at
which time the insured limit is scheduled to revert back to $100,000. In March 2010, the Company was notified by the FDIC that a bank in which the Company had deposits totaling approximately $497,000 had failed
and were written off in 2009 (see Note 3). In August 2011, the Company received a partial recovery of approximately $133,000 from the FDIC, which has been recorded as realized gain on cash and short term
investments.
Investments
The Company accounts for its investments in accordance with GAAP guidance for investments in debt and equity securities, which requires that fixed-maturity and equity securities that have readily determined fair
values be segregated into categories based upon the Company’s intention for those securities.
In accordance with this guidance, the Company has classified its fixed-maturity securities as either held to maturity or available-for-sale and its equity securities as available-for-sale. The Company may sell its
available-for-sale securities 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 a recognized pricing service, with unrealized gains and losses, net of tax effects, reported as a separate
component of comprehensive income in stockholders’ equity. Realized gains and losses are determined on the specific identification method and recognized in the statement of operations and comprehensive income.
Investment income is accrued to the date of the financial statements and includes amortization of premium and accretion of discount on fixed maturities. Interest is recognized when earned, while dividends are
recognized when declared.
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 and equity securities
portfolios to evaluate the necessity of recording impairment losses for other-than-temporary declines in the fair value of investments. In evaluating potential impairment, management considers, among other criteria,
the following: the current fair value compared to amortized cost or cost, as appropriate; the length of time the security’s fair value has been below amortized cost or cost; management’s intent and ability to retain the
investment for a period of time sufficient to allow for any anticipated recovery in fair value to cost or amortized cost; specific credit issues related to the issuer; and current economic conditions. Other-than-temporary
impairment (“OTTI”) losses result in a permanent reduction of the cost basis of the underlying investment. As of December 31, 2011 and 2010, none of the Company’s investments were deemed to be OTTI.
F-10
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Fair Value
The fair value hierarchy in GAAP prioritizes fair value measurements into three levels based on the nature of the inputs. Quoted prices in active markets for identical assets or liabilities 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
assumptions that market participants would use, having the lowest priority (“Level 3”).
For investments in active markets, the Company uses quoted market prices to determine fair value. In circumstances where quoted market prices are unavailable, the Company utilizes fair value estimates based
upon other observable inputs including matrix pricing, benchmark interest rates, market comparables and other relevant inputs. The Company’s process to validate the market prices obtained from the outside pricing
sources include, but are not limited to, periodic evaluation of model pricing methodologies and analytical reviews of certain prices.
Premiums Receivable
Premiums receivable are presented net of an allowance for doubtful accounts of approximately $92,000 and $64,000 as of December 31, 2011 and 2010, 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 $57,000 and $66,000 were written off for the years ended December 31, 2011 and 2010, respectively.
Deferred Acquisition Costs
The Company retrospectively adopted new accounting guidance for deferred acquisition costs effective January 1, 2011 as described in more detail under “Accounting guidance adopted in 2011” below. 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 related premiums are earned.
Intangible Assets
The Company has recorded acquired identifiable intangible assets. In accounting for such assets, the Company follows GAAP guidance for 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 relative 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 and are subject to annual impairment testing. All identifiable intangible assets are
tested for recoverability whenever events or changes in circumstances indicate that a carrying amount may not be recoverable. Based on the results of our annual impairment testing, no impairment losses from
intangible assets were recognized for the years ended December 31, 2011 and 2010.
F-11
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Property and Equipment
Building and building improvements, furniture, leasehold improvements, computer equipment, and software are reported at cost less accumulated depreciation and amortization. Depreciation and amortization 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, automobile, furniture and other equipment is
three years, and building and building improvements is 39 years.
The fair value of the Company’s real estate assets was based on an appraisal dated August 31, 2009. The Company believes that recent improvements made to the building would mitigate any negative market
changes since the date of the appraisal. 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 existing 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 in the period that includes the enactment date. The Company files
a consolidated tax return with its subsidiaries. The Company follows the relevant provisions of GAAP concerning uncertainties in income taxes and through December 31, 2011, the Company had no material
unrecognized tax benefits and no adjustments to liabilities or operations were required.
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 and Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk are primarily cash and cash equivalents, investments and accounts receivable. Investments are diversified through many
industries and geographic regions based upon the Investment Committee’s guidelines, which employs different investment strategies. The Company limits the amount of credit exposure with any one financial
institution and believes that no significant concentration of credit risk exists with respect to cash and cash equivalents and investments. At December 31, 2011, the outstanding premiums receivable balance is
generally diversified due to the number of insureds comprising the Company’s customer base, which is largely concentrated in the area of New York City and adjacent Long Island. To reduce credit risk, the Company
often makes use of credit scores. The Company also has receivables from its reinsurers. Reinsurance contracts do not relieve the Company from 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. Management’s
policy is to review all outstanding receivables at period end as well as the bad debt write-offs experienced in the past and establish an allowance for doubtful accounts, if deemed necessary.
F-12
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Direct premiums earned from lines of business that subject the Company to concentration risk for the years ended December 31, 2011 and 2010 are as follows:
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Personal Lines
Commercial Automobile
Commercial Lines
Total premiums earned subject to concentration
Premiums earned not subject to concentration
Total premiums earned
Use of Estimates
Years ended December 31,
2011
2010
65.9%
15.6%
14.2%
95.7%
4.3%
100.0%
65.3%
20.8%
9.1%
95.2%
4.8%
100.0%
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. Such estimates and assumptions, which include the reserves for
losses and loss adjustment expenses, are subject to considerable estimation error due to the inherent uncertainty in projecting ultimate claim amounts that will be reported and settled over a period of several years. In
addition, estimates and assumptions associated with receivables under reinsurance contracts related to contingent ceding commission revenue require considerable judgment by management. On an on-going basis,
management reevaluates its assumptions and the methods of calculating its estimates. Actual results may differ significantly from the estimates and assumptions used in preparing the consolidated financial
statements.
Net earnings per share
Basic net 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 share reflect, in periods
in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options. The computation of diluted earnings per share excludes those with an exercise price in excess of the
average market price of the Company’s common shares during the periods presented.
Advertising Costs
Advertising costs are charged to operations when the advertising first takes place. Included in other underwriting expenses in the accompanying consolidated statements of operations and comprehensive income are
advertising costs approximating $32,000 and $41,000 for the years ended December 31, 2011 and 2010, respectively.
F-13
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Stock-based Compensation
The Company records compensation expense associated with stock options and other equity-based compensation in accordance with guidance established by GAAP. Stock option compensation expense in 2011
and 2010 is the estimated fair value of options granted amortized on a straight-line basis over the requisite service period for the entire portion of the award less an estimate for anticipated forfeitures.
Comprehensive Income
Comprehensive income refers to revenue, expenses, gains and losses that under GAAP are included in comprehensive income but are excluded from net income as these amounts are recorded directly as an
adjustment to stockholders' equity, primarily unrealized gains/losses from marketable securities.
Recent Accounting Pronouncements
Accounting guidance adopted in 2011
In October 2010, the Financial Accounting Standards Board (“FASB”) issued new guidance concerning the accounting for costs associated with acquiring or renewing insurance contracts. This guidance generally
follows the model of that for loan origination costs. Under the new guidance, only direct incremental costs associated with successful insurance contract acquisitions or renewals are deferrable. The Company adopted
this guidance retrospectively effective January 1, 2011. The adoption of this guidance did not have a material impact on the Company’s results of operations, financial position or liquidity.
Guidance issued by the FASB in July 2010 clarified whether a modification or restructuring of a loan or receivable is considered to be troubled debt restructuring. This guidance requires additional disclosure on the
income statement impact of any such troubled debt restructurings. This guidance is effective for interim and annual periods beginning after June 15, 2011. The Company adopted this guidance with no impact on its
financial statements as of December 31, 2011.
Accounting guidance not yet effective
In April 2011, the FASB issued ASU No. 2011-03, “Reconsideration of Effective Control for Repurchase Agreements” (“ASU 2011-03”). ASU 2011-03 provides amendments to Accounting Standards Codification
(“ASC”) No. 860 “Transfers and Servicing”, which remove from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on
substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion. The amendments in this update are effective
prospectively for transactions or modifications of existing transactions that occur on or after the beginning of the first interim or annual reporting period beginning on or after December 15, 2011, with early adoption not
permitted. The impact of adoption is not expected to be material to the Company’s results of operations and financial position.
F-14
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011-04”). ASU 2011-04 provides
amendments to ASC No. 820 “Fair Value Measurement”, which results in a consistent definition of fair value and common requirements for measurement of and disclosure of fair value between U.S. GAAP and IFRS.
Some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements, while others change a particular principle or requirement for measuring fair value or for
disclosing information about fair value measurements. The amendments in this update are effective prospectively during interim and annual periods beginning after December 15, 2011, with early adoption not
permitted. The impact of adoption is not expected to be material to the Company’s results of operations and financial position.
In June 2011 (and as amended in December 2011), the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income” (“ASU 2011-05”). ASU 2011-05 provides amendments to ASC No. 220
“Comprehensive Income”, which require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous
statement of comprehensive income or in two separate but consecutive statements. The amendments in this update are effective retrospectively for fiscal years and interim periods within those years, beginning after
December 15, 2011, with early adoption permitted. The Company has not elected to early adopt ASU 2011-05. The Company is currently assessing how it will present comprehensive income under the new guidance.
In September 2011, the FASB issued amended guidance on testing goodwill for impairment. This guidance is providing the option to first assess qualitative factors, such as macroeconomic conditions and industry
and market considerations, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If indicated by the qualitative assessment, then it is necessary to perform
the two−step goodwill impairment test. If the option is not elected, the guidance requiring the two−step goodwill impairment test is unchanged. The new guidance is effective for annual and interim goodwill impairment
tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The impact of adoption is not expected to be material to the Company’s results of operations and financial position.
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.
Reclassification
To facilitate period-to-period comparisons, certain reclassifications have been made to prior period consolidated financial statement amounts to conform to current period presentation.
Note 3 - Investments
The amortized cost and fair value of investments in available for sale fixed-maturity securities and equities as of December 31, 2011 and 2010 are summarized as follows:
F-15
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Category
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
Total fixed-maturity securities
Equity Securities:
Preferred stocks
Common stocks
Total equity securities
Total
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
December 31, 2011
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross Unrealized Losses
Less than 12
Months
More than 12
Months
Fair
Value
Net
Unrealized
Gains/
(Losses)
$
499,832
$
50,356
$
-
$
-
$
550,188
$
50,356
5,868,743
301,559
-
-
6,170,302
301,559
15,846,616
22,215,191
1,428,435
2,429,306
3,857,741
338,284
690,199
36,762
274,538
311,300
(228,792)
(228,792)
(76,969)
(21,969)
(98,938)
(107,666)
(107,666)
15,848,442
22,568,932
(4,893)
-
(4,893)
1,383,335
2,681,875
4,065,210
1,826
353,741
(45,100)
252,569
207,469
$
26,072,932
$
1,001,499
$
(327,730)
$
(112,559)
$
26,634,142
$
561,210
F-16
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
December 31, 2010
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross Unrealized Losses
Less than 12
Months
More than 12
Months
Fair
Value
Net
Unrealized
Gains/
(Losses)
$
1,000,572
$
42,085
$
-
$
-
$
1,042,657
$
42,085
7,278,663
79,791
(86,234)
(12,995)
7,259,225
(19,438)
7,997,817
16,277,052
824,569
2,000,446
2,825,015
176,999
298,875
29,934
188,783
218,717
(137,597)
(223,831)
(6,333)
(54,364)
(60,697)
-
(12,995)
8,037,219
16,339,101
-
-
-
848,170
2,134,865
2,983,035
39,402
62,049
23,601
134,419
158,020
$
19,102,067
$
517,592
$
(284,528)
$
(12,995)
$
19,322,136
$
220,069
Category
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
Total fixed-maturity securities
Equity Securities:
Preferred stocks
Common stocks
Total equity securities
Total
A summary of the amortized cost and fair value of the Company’s investments in available for sale fixed-maturity securities by contractual maturity as of December 31, 2011 and 2010 is shown below:
F-17
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Remaining Time to Maturity
Less than one year
One to five years
Five to ten years
More than 10 years
Total
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
December 31, 2011
December 31, 2010
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
$
$
1,063,493
6,899,892
12,547,046
1,704,760
22,215,191
$
$
1,079,924
7,045,774
12,680,441
1,762,793
22,568,932
$
$
263,098
6,868,952
7,132,079
2,012,923
16,277,052
$
$
253,385
6,997,694
7,118,405
1,969,617
16,339,101
The actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without penalties.
Held to Maturity Securities
The amortized cost and fair value of investments in held to maturity fixed-maturity securities as of December 31, 2011 and 2010 are summarized as follows:
Category
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross Unrealized Losses
Less than 12
Months
More than 12
Months
Fair
Value
Net
Unrealized
Gains/
(Losses)
December 31, 2011
U.S. Treasury securities
$
606,234
$
171,719
$
-
$
-
$
777,953
$
171,719
Category
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross Unrealized Losses
Less than 12
Months
More than 12
Months
Fair
Value
Net
Unrealized
Gains/
(Losses)
December 31, 2010
U.S. Treasury securities
$
605,424
$
974
$
-
$
-
$
606,398
$
974
All held to maturity securities are held in trust pursuant to the New York State Department of Financial Services’ minimum funds requirement.
Contractual maturities of all held to maturity securities are greater than ten years.
F-18
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Investment Income
Major categories of the Company’s net investment income are summarized as follows:
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Income:
Fixed-maturity securities
Equity securities
Cash and cash equivalents
Other
Total
Expenses:
Investment expenses
Net investment income
Proceeds from the sale and maturity of fixed-maturity securities were $3,532,245 and $3,575,293 for the years ended December 31, 2011 and 2010, respectively.
Proceeds from the sale of equity securities were $2,771,631 and $2,099,897 for the years ended December 31, 2011 and 2010, respectively.
The Company’s net realized gains and losses on investments are summarized as follows:
Fixed-maturity securities
Gross realized gains
Gross realized losses
Equity securities
Gross realized gains
Gross realized losses
Cash and short term investments (1)
Net realized gains
Years ended
December 31,
2011
2010
$
$
$
748,046
168,813
5,248
11,974
934,081
179,451
754,630
$
548,876
150,331
5,368
13,789
718,364
101,245
617,119
Year ended
December 31,
2011
2010
$
$
190,855
(1,983)
188,872
292,687
(90,876)
201,811
179,161
(40,320)
138,841
243,299
(32,725)
210,574
133,211
-
$
523,894
$
349,415
(1) Realized gain on cash and short term investments is a partial recovery from the FDIC of an amount previously written off in 2009 due to the failure of Waterfield Bank.
F-19
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Impairment Review
The Company regularly reviews its fixed-maturity securities and equity securities portfolios to evaluate the necessity of recording impairment losses for other-than-temporary declines in the fair value of investments. In
evaluating potential impairment, management considers, among other criteria: (i) the current fair value compared to amortized cost or cost, as appropriate; (ii) the length of time the security’s fair value has been
below amortized cost or cost; (iii) specific credit issues related to the issuer such as changes in credit rating, reduction or elimination of dividends or non-payment of scheduled interest payments; (iv) management’s
intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in value to cost; and (v) current economic conditions.
OTTI losses are recorded in the condensed consolidated statement of operations and comprehensive income 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. There are 64 securities at December 31, 2011 that
account for the gross unrealized loss. The Company determined that none of the unrealized losses were deemed to be OTTI for its portfolio of fixed maturity investments and equity securities for the years ended
December 31, 2011 and 2010. Significant factors influencing the Company’s determination that unrealized losses were temporary included the magnitude of the unrealized losses in relation to each security’s cost, the
nature of the investment and management’s intent and ability to retain the investment for a period of time sufficient to allow for anticipated recovery of fair value to the Company’s cost basis.
The Company held securities with unrealized losses representing declines that were considered temporary at December 31, 2011 and 2010 as follows:
F-20
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Category
Fixed-Maturity Securities:
Corporate and other
bonds industrial and
miscellaneous
Total fixed-maturity
securities
Equity Securities:
Preferred stocks
Common stocks
Total equity securities
Total
$
$
$
$
$
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Less than 12 months
Fair
Value
Unrealized
Losses
No. of
Positions
Held
December 31, 2011
12 months or more
Fair
Value
Unrealized
Losses
Total
No. of
Positions
Held
Aggregate
Fair
Value
Unrealized
Losses
4,849,378
$
(228,792)
26
$
1,483,425
$
(107,666)
7
$
6,332,803
$
(336,458)
4,849,378
$
(228,792)
26
$
1,483,425
$
(107,666)
7
$
6,332,803
$
(336,458)
368,350
397,268
765,618
5,614,996
$
$
$
(76,969)
(21,969)
(98,938)
(327,730)
189,364
-
189,364
1,672,789
$
$
$
12
14
26
52
$
$
$
F-21
(4,893)
-
(4,893)
$
5
-
557,714
397,268
$
(81,862)
(21,969)
5
$
954,982
$
(103,831)
(112,559)
12
$
7,287,785
$
(440,289)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Category
Fixed-Maturity Securities:
Political subdivisions of
States, Territories and
Possessions
Corporate and other
bonds industrial and
miscellaneous
Total fixed-maturity
securities
Equity Securities:
Preferred stocks
Common stocks
Total equity securities
Total
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Less than 12 months
Fair
Value
Unrealized
Losses
No. of
Positions
Held
December 31, 2010
12 months or more
Fair
Value
Unrealized
Losses
Total
No. of
Positions
Held
Aggregate
Fair
Value
Unrealized
Losses
$
2,870,728
$
(86,234)
11
$
1,119,244
$
(12,995)
4
$
3,989,972
$
(99,229)
$
$
$
$
4,113,912
(137,597)
20
-
-
-
4,113,912
(137,597)
6,984,640
$
(223,831)
31
$
1,119,244
$
(12,995)
4
$
8,103,884
$
(236,826)
363,670
690,634
1,054,304
8,038,944
$
$
$
(6,333)
(54,364)
(60,697)
(284,528)
9
16
25
56
$
$
$
F-22
-
-
-
$
$
-
-
-
-
-
-
$
$
363,670
690,634
1,054,304
$
$
(6,333)
(54,364)
(60,697)
1,119,244
$
(12,995)
4
$
9,158,188
$
(297,523)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Note 4 - Fair Value Measurements
The Company follows GAAP guidance regarding fair value measurements. The valuation technique used to fair value the financial instruments is the market approach which uses prices and other relevant information
generated by market transactions involving identical or comparable assets.
This guidance establishes a three-level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. 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.
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 observability of prices and inputs may be
reduced for many instruments. This condition could cause a security to be reclassified between levels.
F-23
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
The Company’s investments are allocated among pricing input levels at December 31, 2011 and 2010 as follows:
($ in thousands)
Level 1
Level 2
Level 3
Total
December 31, 2011
Fixed-maturity investments available for sale
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
Total fixed maturities
Equity investments
Total investments
($ in thousands)
Fixed-maturity investments
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
Total fixed maturities
Equity investments
Total investments
$
550
$
-
$
-
$
550
-
6,171
-
6,171
8,465
9,015
4,065
13,080
$
$
7,168
13,339
-
13,339
$
December 31, 2010
215
215
-
215
$
15,848
22,569
4,065
26,634
Level 1
Level 2
Level 3
Total
$
1,043
$
-
$
-
$
1,043
-
7,259
-
7,259
4,227
5,270
2,983
8,253
$
3,573
10,832
-
10,832
$
237
237
-
237
$
8,037
16,339
2,983
19,322
$
F-24
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
A reconciliation of the beginning and ending balances of assets measured at fair value using Level 3 inputs is as follows:
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Beginning balance, January 1
Total unrealized (losses)
included in other comprehensive income
Net transfers into Level 3
Ending balance, December 31
Note 5 - Fair Value of Financial Instruments
Years ended
December 31,
2011
2010
$
$
237
$
(22)
-
215
$
-
-
237
237
GAAP requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized in the balance sheet, for which it is practicable to estimate fair value. The
Company uses the following methods and assumptions in estimating its fair value disclosures for financial instruments:
Equity and fixed income investments: Fair value disclosures for investments are included in “Note 3 - Investments.”
Cash and cash equivalents: The carrying values of cash and cash equivalents approximate their fair values because of the short maturity of these instruments.
Premiums receivable, 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.
Notes receivable: The carrying amount of notes receivable related to the sale of businesses approximates fair value because of the recently negotiated interest rates based on term of the loan, risk and guaranty.
Real Estate: The fair value of the land and building included in property and equipment, which is used in the Company’s operations, approximates the carrying value. The fair value was based on an appraisal
prepared using the sales comparison approach.
Reinsurance balances payable: The carrying value reported in the consolidated balance sheets for these financial instruments approximates fair value.
Notes payable (including related parties): The Company estimates that the carrying amount of notes payable approximates fair value because of the recently negotiated interest rates based on term of the loan,
risk and guaranty.
The estimated fair values of the Company’s financial instruments are as follows:
Fixed-maturity investments held to maturity
Cash and cash equivalents
Premiums receivable
Receivables - reinsurance contracts
Reinsurance receivables
Notes receivable-sale of business
Real estate, net of
accumulated depreciation
Reinsurance balances payable
Notes payable (including related parties)
December 31, 2011
December 31, 2010
Carrying Value
Fair Value
Carrying Value
Fair Value
$
$
606,234
505,906
5,779,085
1,734,535
23,880,814
393,511
1,477,639
2,761,828
1,047,000
$
777,953
505,906
5,779,085
1,734,535
23,880,814
393,511
1,510,000
2,761,828
1,047,000
$
605,424
326,620
5,001,886
1,174,729
20,720,194
705,019
1,451,735
1,106,897
1,460,997
606,398
326,620
5,001,886
1,174,729
20,720,194
705,019
1,510,000
1,106,897
1,460,997
F-25
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Note 6 - Intangibles
Intangible assets consist of finite and indefinite life assets. Finite life intangible assets include customer and producer relationships and assembled workforce. Insurance company license is considered indefinite life
intangible assets subject to annual impairment testing. The weighted average amortization period of identified intangible assets of finite useful life is 6.9 years as of December 31, 2011.
The components of intangible assets and their useful lives, accumulated amortization, and net carrying value as of December 31, 2011 and 2010 are summarized as follows:
Useful
Life
(in yrs)
Gross
Carrying
Value
December 31, 2011
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Value
December 31, 2010
Accumulated
Amortization
Net
Carrying
Amount
Insurance license
Customer relationships
Assembled workforce
Total
-
10
7
$
$
500,000
3,400,000
950,000
4,850,000
$
$
-
850,000
339,328
1,189,328
$
$
500,000
2,550,000
610,672
3,660,672
$
$
500,000
3,400,000
950,000
4,850,000
$
$
-
510,000
203,614
713,614
$
$
500,000
2,890,000
746,386
4,136,386
The Company recorded amortization expense, related to intangibles, of $475,714 for each of the years ended December 31, 2011 and 2010. The estimated aggregate amortization expense for the remaining life of
finite life intangibles is as follows:
2012
2013
2014
2015
2016
Thereafter
Note 7 - Reinsurance
$
475,714
475,714
475,714
475,714
407,816
850,000
$ 3,160,672
The Company’s reinsurance treaties for both its Personal Lines business, which primarily consists of homeowners’ policies, and Commercial Lines business, other than commercial auto, were renewed as of July 1,
2011. The treaties, which are renewed annually, provide for the following material terms:
Personal Lines
Personal Lines business, which includes homeowners, dwelling fire and canine legal liability insurance, is reinsured under a 75% quota share treaty which provides coverage up to $700,000 per
occurrence. An excess of loss contract provides $1,500,000 of coverage in excess of the $700,000 included under the 75% quota share treaty for a total coverage up to $2,200,000 per occurrence. Personal
umbrella policies are reinsured under a 90% quota share treaty limiting the Company to a maximum of $100,000 per occurrence for the first $1,000,000 of coverage. The second $1,000,000 of coverage is
100% reinsured.
F-26
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Commercial Lines
General liability commercial policies written by the Company, except for commercial auto policies, are reinsured under a 60% quota share treaty, which provides coverage up to $700,000 per occurrence. An
excess of loss contract provides $1,500,000 of coverage in excess of the $700,000 included under the 60% quota share treaty for a total coverage up to $2,200,000 per occurrence.
Commercial Auto
Commercial auto policies are covered by an excess of loss reinsurance contract which provides $1,750,000 of coverage in excess of $250,000.
Catastrophe Reinsurance
A total of $54,000,000 of catastrophe reinsurance coverage has been obtained, whereby the Company retains $500,000 per occurrence.
The Company’s reinsurance program is structured to enable the Company to significantly grow its premium volume while maintaining regulatory capital and other financial ratios generally within or below the expected
ranges used for regulatory oversight purposes. The reinsurance program also provides income as a result of ceding commissions earned pursuant to the quota share reinsurance contracts. The Company’s
participation in reinsurance arrangements does not relieve the Company from its obligations to policyholders.
Approximate reinsurance recoverables on unpaid and paid losses by reinsurer are as follows:
($ in thousands)
December 31, 2011
Maiden Reinsurace Company
SCOR Reinsurance Company
Motors Insurance Corporation
Sirius American Insurance Company (formerly
White Mountain Re))
Others
Total
December 31, 2010
Maiden Reinsurace Company
SCOR Reinsurance Company
Motors Insurance Corporation
Sirius American Insurance Company (formerly
White Mountain Re))
Others
Total
Unpaid
Losses
Paid
Losses
Total
Security
$
$
$
$
$
$
$
3,534
2,046
1,730
993
1,657
9,960
3,521
2,027
1,943
1,284
1,656
10,431
$
$
514
272
228
67
536
1,617
149
76
129
-
209
563
$
$
$
$
4,048
2,318
1,958
1,060
2,193
11,577
3,670
2,103
2,072
$
$
1,284
1,865
10,994
$
8,156(1)
-
1,923(1)
-
360(2)
10,439
4,884(1)
-
2,100(1)
-
26(2)
7,010
Assets held in the two trusts referred to in footnote (1) above are not included in the Company’s invested assets and investment income earned on these assets is credited to the two reinsurers respectively. In
addition to reinsurance recoverables on unpaid and paid losses, reinsurance receivables as of December 31, 2011 and 2010 include unearned ceded premiums of $12,304,499 and $9,726,027, respectively.
F-27
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Ceding Commission Revenue
The Company earns ceding commissions under its quota share reinsurance agreements based on a sliding scale of commission rates and ultimate treaty year loss ratios on the policies reinsured under each of these
agreements. The sliding scale includes minimum and maximum commission rates in relation to specified ultimate loss ratios. The commission rate and ceding commissions earned increases when the estimated
ultimate loss ratio decreases and, conversely, the commission rate and ceding commissions earned decreases when the estimated ultimate loss ratio increases.
As of December 31, 2011 and 2010, the Company’s estimated ultimate loss ratios attributable to these contracts are lower than the contractual ultimate loss ratios at which the minimum amount of ceding
commissions can be earned. Accordingly, the Company has recorded ceding commissions earned that are greater than the minimum provisional commissions.
Ceding commission revenue consists of the following:
Provisional ceding commissions earned
Contingent ceding commissions earned
Years ended
December 31,
2011
2010
$
$
6,916,027
3,708,687
10,624,714
$
$
6,319,699
2,263,447
8,583,146
Ceding commissions due from reinsurers as of December 31, 2011 and 2010 were $1,734,535 and $1,174,729, respectively, and are in included in “Receivables – reinsurance contracts” in the Consolidated Balance
Sheets.
Note 8 - Notes Receivable-Sale of Businesses
Retail Business
New York Stores: On April 17, 2009, the Company’s wholly-owned subsidiaries that owned and operated 16 Retail Business locations in New York State sold substantially all of their assets, including their book of
business (the “New York Assets”). The purchase price for the New York Assets was approximately $2,337,000, of which approximately $1,786,000 was paid at closing. Promissory notes in the aggregate original
principal amount of approximately $551,000 (the “New York Notes”) were also delivered at the closing. On April 1, 2011 the purchaser of the New York Assets paid in advance the balance of the New York Notes in
the amount of $138,762.
Pennsylvania Stores: Effective June 30, 2009, the Company sold all of the outstanding stock of the subsidiary that operated the three remaining Pennsylvania stores (the “Pennsylvania Stock”). The purchase price
for the Pennsylvania Stock was approximately $397,000 which was paid by delivery of two promissory notes (the “Pennsylvania Notes”), one in the approximate principal amount of $238,000 and payable with interest
at the rate of 9.375% per annum in 120 equal monthly installments, and the other in the approximate principal amount of $159,000 and payable with interest at the rate of 6% per annum in 60 monthly installments
commencing August 10, 2011 (with interest only being payable prior to such date). Effective August 10, 2011, the Pennsylvania Notes were restructured into one note with a principal balance of $361,625. The
restructured note provides for interest at the rate of 8.63% per annum and is payable in 102 equal monthly installments of $5,015. There was no gain or loss recorded on the restructuring of the Pennsylvania Notes.
F-28
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Franchise Business
Effective May 1, 2009, the Company sold all of the outstanding stock of the subsidiaries that operated the DCAP franchise business (collectively, the “Franchise Stock”). The purchase price for the Franchise Stock
was $200,000 which was paid by delivery of a promissory note in such principal amount (the “Franchise Note”). As of May 1, 2011, the terms of the Franchise Note called for installments of $50,000 on May 15, 2009,
$50,000 on May 1, 2010, both of which were paid, and $100,000 plus accrued interest on May 1, 2011 and provided for interest at the rate of 5.25% per annum. On May 1, 2011, the Franchise Note was amended.
Under the amended Franchise Note, the payment due on May 1, 2011 was reduced to a principal payment only of $75,000. The remaining balance of $25,000 plus accrued interest of $12,797 is due on May 1,
2012. A principal of the buyer is the son-in-law of Morton L. Certilman, one of the Company’s principal shareholders at the time.
Notes receivable arising from the sale of businesses as of December 31, 2011 and 2010 consists of:
Sale of NY stores
Sale of Pennsylvania stores
Sale of Franchise business
Accrued interest
Total
Total
Note
December 31, 2011
Current
Maturities
Long-Term
Total
Note
December 31, 2010
Current
Maturities
Long-Term
$
$
-
351,861
37,797
389,658
3,853
393,511
$
$
-
31,028
37,797
68,825
3,853
72,678
$
$
-
320,833
-
320,833
-
320,833
$
$
211,536
375,211
100,000
686,747
18,272
705,019
$
$
211,536
28,730
100,000
340,266
18,272
358,538
$
$
-
346,481
-
346,481
-
346,481
Note 9 - Deferred Acquisition Costs and Deferred Ceding Commission Revenue
Acquisition costs incurred and policy-related ceding commission revenue are deferred, and amortized to income on property and casualty insurance business as follows:
Net deferred acquisition costs net of ceding
commission revenue, beginning of year
Cost incurred and deferred:
Commissions and brokerage
Other underwriting and acquisition costs
Ceding commission revenue
Net deferred acquisition costs
Amortization
Net deferred acquisition costs net of ceding
commission revenue, end of year
F-29
Year ended
December 31,
2011
2010
$
399,488
$
(380,261)
6,863,504
2,316,928
(7,678,913)
1,501,519
(1,347,634)
153,885
5,558,031
1,809,372
(6,240,967)
1,126,436
(346,687)
779,749
$
553,374
$
399,488
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Ending balances for deferred acquisition costs and deferred ceding commission revenue as of December 31, 2011 and 2010 follows:
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Deferred acquisition costs
Deferred ceding commission revenue
Balance at end of period
Note 10 - Property and Equipment
The components of property and equipment are summarized as follows:
December 31, 2011
Building
Land
Furniture
Computer equipment and software
Automobile
Total
December 31, 2010
Building
Land
Furniture
Computer equipment and software
Automobile
Total
Depreciation expense for the years ended December 31, 2011 and 2010 was $126,990 and $139,563, respectively.
F-30
December 31,
2011
2010
$
$
4,535,773
(3,982,399)
553,374
$
$
3,619,001
(3,219,513)
399,488
Cost
Accumulated
Depreciation
Net
$
$
$
$
1,457,543
132,097
132,323
212,224
81,394
2,015,581
1,379,631
132,097
55,124
199,443
60,096
1,826,391
$
$
$
$
(112,001)
-
(52,034)
(184,050)
(21,155)
(369,240)
(59,993)
-
(39,817)
(141,552)
-
(241,362)
$
$
$
$
1,345,542
132,097
80,289
28,174
60,239
1,646,341
1,319,638
132,097
15,307
57,891
60,096
1,585,029
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Note 11 - Property and Casualty Insurance Activity
Premiums written, ceded and earned are as follows:
Year ended December 31, 2011
Premiums written
Change in unearned premiums
Premiums earned
Year ended December 31, 2010
Premiums written
Change in unearned premiums
Premiums earned
Direct
Assumed
Ceded
Net
$
$
$
$
40,734,767
(4,005,312)
36,729,455
$
$
10,990
(516)
10,474
$
$
(24,449,655) $
2,578,472
(21,871,183) $
16,296,102
(1,427,356)
14,868,746
33,249,331
(3,189,250)
30,060,081
$
$
10,699
105
10,804
$
$
(19,525,208) $
589,958
(18,935,250) $
13,734,822
(2,599,187)
11,135,635
Premium receipts in advance of the policy effective date are recorded as advance premiums. The balance of advance premiums as of December 31, 2011 and 2010 was approximately $545,000 and $411,000,
respectively.
The components of the liability for loss and LAE expenses and related reinsurance receivables as of December 31, 2011 and 2010 are as follows:
December 31, 2011
Case-basis reserves
Loss adjustment expenses
IBNR reserves
Recoverable on unpaid losses
Recoverable on paid losses
Total loss and loss adjustment expenses
Unearned premiums
Total reinsurance receivables
December 31, 2010
Case-basis reserves
Loss adjustment expenses
IBNR reserves
Recoverable on unpaid losses
Recoverable on paid losses
Total loss and loss adjustment expenses
Unearned premiums
Total reinsurance receivables
$
$
$
$
Gross
Liability
Reinsurance
Receivables
$
11,467,967
2,117,242
4,895,508
-
18,480,717
11,772,329
1,958,700
3,980,878
-
17,711,907
$
$
$
6,148,765
1,017,983
2,793,586
9,960,334
1,615,981
11,576,315
12,304,499
23,880,814
6,910,340
1,058,325
2,462,750
10,431,415
562,752
10,994,167
9,726,027
20,720,194
F-31
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The following table provides a reconciliation of the beginning and ending balances for unpaid losses and loss adjustment expenses (“LAE”):
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Balance at beginning of period
Less reinsurance recoverables
Net balance, beginning of period
Incurred related to:
Current year
Prior years
Total incurred
Paid related to:
Current year
Prior years
Total paid
Net balance at end of period
Add reinsurance recoverables
Balance at end of period
Years ended
December 31,
2011
2010
$
$
17,711,907
(10,431,415)
7,280,492
16,513,318
(10,512,203)
6,001,115
8,297,998
273,060
8,571,058
4,108,010
3,223,157
7,331,167
8,520,383
9,960,334
18,480,717
$
$
6,095,528
330,057
6,425,585
2,855,074
2,291,134
5,146,208
7,280,492
10,431,415
17,711,907
Incurred losses and LAE are net of reinsurance recoveries under reinsurance contracts of $7,073,026 and $7,187,536 for the years ended December 31, 2011 and 2010, respectively.
Prior year incurred loss and LAE development is based upon numerous estimates by line of business and accident year. The Company’s management continually monitors claims activity to assess the
appropriateness of carried case and IBNR reserves, giving consideration to Company and industry trends.
Loss and loss adjustment expense reserves
The reserving process for loss adjustment expense reserves provides for the Company’s best estimate at a particular point in time of the ultimate unpaid cost of all losses and loss adjustment expenses incurred,
including settlement and administration of losses, and is based on facts and circumstances then known and including losses that have been incurred but not yet been reported. The process includes using actuarial
methodologies to assist in establishing these estimates, judgments relative to estimates of future claims severity and frequency, the length of time before losses will develop to their ultimate level and the possible
changes in the law and other external factors that are often beyond the Company’s control. The loss ratio projection method is used to estimate loss reserves. The process produces carried reserves set by
management based upon the actuaries’ best estimate and is the result of numerous best estimates made by line of business, accident year, and loss and loss adjustment expense. The amount of loss and loss
adjustment expense reserves for reported claims is based primarily upon a case-by-case evaluation of coverage, liability, injury severity, and any other information considered pertinent to estimating the exposure
presented by the claim. The amounts of loss and loss adjustment expense reserves for unreported claims are determined using historical information 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.
F-32
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
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 year’s results. Reserves are closely monitored and are recomputed periodically using the most recent information on reported claims and a variety of statistical
techniques. Specifically, 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
years.
The table below shows the method used by product line and accident year to select the estimated year-ending loss reserves:
Product Line
Fire
Homeowners
Multi-Family
Commercial multiple-peril property
Commercial multiple-peril liability
Other Liability
Commercial Auto Liability
Auto Physical Damage
Personal Auto Liability
Most Recent
Loss Ratio
Loss Ratio
Loss Ratio
Loss Ratio
Loss Ratio
Loss Ratio
Loss Ratio
Loss Ratio
Loss Ratio
Accident Year
1st Prior
Loss Development
Loss Development
Loss Development
Loss Development
Loss Development
Loss Development
Loss Development
Loss Development
Loss Development
All Other
Loss Development
Loss Development
Loss Development
Loss Development
Loss Development
Loss Development
Loss Development
Loss Development
Loss Development
Two key assumptions that materially impact the estimate of loss reserves are the loss ratio estimate for the current accident year and the loss development factor selections for all accident years. The loss ratio
estimate for the current accident year is selected after reviewing historical accident year loss ratios adjusted for rate changes, trend, and mix of business.
The Company is not aware of any claims trends that have emerged or that would cause future adverse development that have not already been considered in existing case reserves and in its current loss
development factors.
In New York State, lawsuits for negligence, subject to certain limitations, must be commenced within three years from the date of the accident or are otherwise barred. Accordingly, the Company’s exposure to IBNR
for accident years 2008 and prior is limited although there remains the possibility of adverse development on reported claims.
The Company was previously a one-third participant in a pool arrangement. Effective November 1, 1997, the Company withdrew from its participation in the pool arrangement. Accordingly, the Company will only be
participating in losses and allocated loss adjustment expenses that occurred prior to that date. A reserve was established due to the potential that the pool will be unable to collect reinsurance on certain lead paint
cases. The balance of the reserve was $103,000 as of December 31, 2011 and 2010.
F-33
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Note 12 - Long-Term Debt
Long-term debt and capital lease obligations consist of:
Notes payable
Line of credit
Capital lease obligation
Notes Payable
Total
Debt
December 31, 2011
Less
Current
Maturities
Long-Term
Debt
Total
Debt
December 31, 2010
Less
Current
Maturities
Long-Term
Debt
$
$
747,000
300,000
-
1,047,000
$
$
-
300,000
-
300,000
$
$
747,000
-
-
747,000
$
$
1,450,000
-
10,997
1,460,997
$
$
1,450,000
-
10,997
1,460,997
$
$
-
-
-
-
From June 2009 through March 2010, the Company borrowed $1,450,000 (including $785,000 from related parties as disclosed below) and issued promissory notes in such aggregate principal amount (the
“2009/2010 Notes”). The 2009/2010 Notes provided for interest at the rate of 12.625% per annum through the maturity date of July 10, 2011. During the quarter the ended June 30, 2011, the Company prepaid
$703,000 (including $407,000 to related parties) of the principal amount of the 2009 Notes. In June 2011, the remaining note holders agreed to extend the maturity date for a period of three years from July 10, 2011 to
July 10, 2014, and effective July 11, 2011, reduce the interest rate from 12.625% to 9.5% per annum. The remaining 2009/2010 Notes, as extended, can be prepaid without premium or penalty. The reduction in the
interest rate and the extension of the maturity date did not significantly change the fair value of the 2009/2010 Notes.
Interest expense on the 2009/2010 Notes for years ended December 31 2011 and 2010 was approximately $120,000 and $179,000, respectively.
Related party balances as of December 31, 2011 and principal prepayments for the year ended December 31, 2011 under the 2009/2010 Notes are as follows:
Barry Goldstein IRA (Mr. Goldstein is Chairman of the Board, President and
Chief Executive Officer, and principal stockholder of the Company)
Kidstone LLC, a limited liability company owned by Mr. Goldstein, along with
Steven Shapiro (a director of KICO), and a family member of Sam Yedid
(a director of KICO)
Jay Haft, a director of the Company
A member of the family of Michael Feinsod, a director of the Company
Mr. Yedid and members of his family
A member of the family of Floyd Tupper, a director of KICO
Total related party transactions
Balance
December 31,
2010
Less
Principal
Prepayments
Balance
December 31,
2011
$
150,000
$
60,000
$
90,000
120,000
50,000
100,000
295,000
70,000
785,000
$
120,000
20,000
40,000
139,000
28,000
407,000
$
-
30,000
60,000
156,000
42,000
378,000
$
Interest expense on related party borrowings for the years ended December 31, 2011 and 2010 was approximately $64,000 and $98,000, respectively.
F-34
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Line of credit
On December 27, 2011, Kingstone executed a Promissory Note pursuant to a line of credit (together, the “Trustco Agreement”) with Trustco Bank (“Lender”). Under the Trustco Agreement, Kingstone may receive
advances from Lender not to exceed an unpaid principal balance of $500,000. Advances extended under the Trustco Agreement will bear interest at a floating rate based on the Lender’s prime rate.
Interest only payments are due monthly. The principal balance is payable on demand, and must be reduced to zero for a minimum of thirty consecutive days during each year of the term of the Trustco Agreement.
Lender may set off any depository accounts maintained by Kingstone that are held by Lender. Payment of amounts due pursuant to the Trustco Agreement is secured by all of Kingstone’s cash and deposit accounts,
receivables, inventory and fixed assets, and is guaranteed by Kingstone’s subsidiary, Payments, Inc.
There were no closing costs or fees paid in connection with the Trustco Agreement. Kingstone received an initial advance of $300,000 on December 27, 2011. The line of credit is being used for general corporate
purposes.
The weighted average interest rate on the amount outstanding as of December 31, 2011 was 3.75%. There are no other fees in connection with this credit line.
Note 13 - Exchange and Issuance of Common Stock
Effective June 30, 2010, all 1,299 shares of Series E Preferred Stock outstanding were exchanged for 787,409 shares of Common Stock (the “Exchange”). The conversion price of $2.00 per share of Common Stock,
pursuant to the terms of the Preferred Stock, was decreased to $1.65 per share, which approximates the fair value of the Company’s Common Stock issued in the Exchange.
The Exchange was treated as an extinguishment of debt. Since the fair value of the Common Stock issued in the aggregate approximated the Preferred Stock’s carrying value, no gain or loss was reported on this
transaction. Among the holders of the Series E Preferred Stock, related parties were as follows: (i) AIA Partners, LLC (“AIA”) which exchanged 780 shares of Series E Preferred Stock for 472,727 shares of Common
Stock, (ii) a retirement trust for the benefit of Jack Seibald, a director and principal stockholder of the Company, which exchanged approximately 288 shares of Series E Preferred Stock for 174,824 shares of Common
Stock and (iii) Kidstone LLC (“Kidstone”) which exchanged approximately 115 shares of Series E Preferred Stock for 69,929 shares of Common Stock.
Steven Shapiro, a director of KICO, members of the family of Barry B. Goldstein, the Company’s Chairman of the Board, President and Chief Executive Officer, and a principal stockholder of the Company, and
members of the family of Sam Yedid, a director of KICO, are members of AIA. AIA directed that the shares issuable to it upon the exchange be issued to its members, including 55,593 shares to Mr. Shapiro, 176,139
shares to members of Mr. Goldstein’s family, and 47,099 shares to members of the family of Mr. Yedid. In addition, Mr. Shapiro, Mr. Goldstein, and a family member of Mr. Yedid are the members of
Kidstone. Kidstone directed that the shares issuable to it upon the exchange be issued to its members. Mr. Shapiro, Mr. Goldstein, and the family member of Mr. Yedid received 23,310, 23,309 and 23,310 shares,
respectively, of the shares issued.
In accordance with GAAP guidance for accounting for certain financial instruments with characteristics of both liabilities and equity, the Company recorded previously issued Preferred Stock as a liability. For the
years ended December 31, 2011and 2010, the preferred dividends have been classified as interest expense of $-0- and $74,706 (including $65,274 to related parties), respectively.
Note 14 – Stockholders’ Equity
Dividend Declared
Dividends declared and paid on Common Stock was $230,303 and $-0- for the years ended December 31, 2011 and 2010, respectively. The Company’s Board of Directors approved a quarterly dividend on February
6, 2012 of $.03 per share payable in cash on March 15, 2012 to stockholders of record as of February 29, 2012.
F-35
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Preferred Stock
During 2001, the Company amended its Certificate of Incorporation to provide for the authority to issue 1,000,000 shares of Preferred Stock, with a par value of $.01 per share. The Board of Directors has the authority
to issue shares of Preferred Stock from time to time in a series and to fix, before the issuance of each series, the number of shares in each series and the designation, liquidation preferences, conversion privileges,
rights and limitations of each series. There was no preferred stock issued as of December 31, 2011 and 2010.
Other Equity Compensation
For the year ended December 31, 2011 there was no other equity compensation. For the year ended December 31, 2010, other equity compensation consists of: (a) 50,000 shares of the Company’s Common Stock
granted to the Chief Executive Officer pursuant to an amended employment agreement dated March 24, 2010, and (b) 12,466 shares granted to directors during the second and third quarters of 2010. The fair value
of stock grants is as follows:
Grant
Chief Executive Officer
Directors
Year ended
December 31, 2011
Year ended
December 31, 2010
Shares
Fair Value
Shares
Fair Value
-
-
-
$
$
-
-
-
50,000
12,466
62,466
$
$
93,325
31,129
124,454
The fair value of stock grants has been included in the Consolidated Statement of Operations and Comprehensive Income within other operating expenses.
Stock Options
In December 2005, the Company’s shareholders ratified the adoption of the 2005 Equity Participation Plan (the “2005 Plan”), which provides for the issuance of incentive stock options, non-statutory stock options and
restricted stock. Under the 2005 Plan, a maximum of 300,000 shares of Common Stock were permitted to be issued pursuant to options granted and restricted stock issued. In March 2010, the Board of Directors of
the Company increased the number of shares of Common Stock authorized to be issued pursuant to the 2005 Plan to 550,000, subject to stockholder approval. In June 2010, the stockholders approved the increase
to 550,000 shares. Incentive stock options granted under the 2005 Plan expire no later than ten years from date of grant (except no later than five years for a grant to a 10% stockholder). The Board of Directors or
the Stock Option Committee will determine the expiration date with respect to non-statutory options, and the vesting provisions for restricted stock, granted under the 2005 Plan.
F-36
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
The results of operations for the years ended December 31, 2011 and 2010 include share-based stock option compensation expense totaling approximately $106,000 and $224,000, respectively. Share-based
compensation expense related to stock options is net of estimated forfeitures of 21% and 23% for the years ended December 31, 2011 and 2010, respectively. Such amounts have been included in the Consolidated
Statements of Operations and Comprehensive Income within other operating expenses.
Stock option compensation expense in 2011 and 2010 is the estimated fair value of options granted amortized on a straight-line basis over the requisite service period for the entire portion of the award. The weighted
average estimated fair value of stock options granted during the year ended December 31, 2010 was $2.04 per share. No stock options were granted during year ended December 31, 2011. The fair value of options
at the grant date was estimated using the Black-Scholes option-pricing method. The following weighted average assumptions were used for grants during the year ended December 31, 2010:
Dividend Yield
Volatility
Risk-Free Interest Rate
Expected Life
0.00%
101.25%
2.62%
5 years
The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require
the input of highly subjective assumptions including the expected stock price volatility. Because our stock options have characteristics significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our stock options.
A summary of option activity under the Company’s 1998 Stock Option Plan (terminated in November, 2008) and the 2005 Plan as of December 31, 2011, and changes during the year then ended, is as follows:
Stock Options
Outstanding at January 1, 2011
Granted
Exercised
Forfeited
Outstanding at December 31, 2011
Vested and Exercisable at December 31, 2011
Number of Shares
Weighted Average
Exercise Price per
Share
Weighted Average
Remaining Contractual
Term
Aggregate Intrinsic
Value
393,865
$
2.32
3.28
$
463,465
$
$
$
-
-
393,865
$
269,432
$
-
-
-
2.32
2.26
-
-
-
$
$
$
-
-
-
2.28
$
498,913
1.91
$
358,931
The aggregate intrinsic value of options outstanding and options exercisable at December 31, 2011 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 $3.59 closing price of the Company’s Common Stock on December 31, 2011. No stock options were exercised in the years
December 31, 2011 and 2010.
F-37
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
A summary of the status of the Company’s non-vested options as of December 31, 2011 and the changes during the year ended December 31, 2011, is as follows:
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Nonvested at December 31, 2010
Granted
Vested
Nonvested at December 31, 2011
Options
189,149
-
(64,716)
Weighted Average
Grant Date Fair Value
1.71
-
1.96
$
$
$
124,433
$
2.14
As of December 31, 2011 and 2010, the fair value of unamortized compensation cost related to unvested stock option awards was approximately $55,000 and $157,000, respectively. Unamortized compensation cost
as of December 31, 2011 is expected to be recognized over a remaining weighted-average vesting period of 1.06 years. The total fair value of shares vested during the years ended December 31, 2011 and 2010
was approximately $127,000 and $158,000, respectively.
As of December 31, 2011, there were 153,635 shares reserved under the 2005 Plan.
Note 15 - Statutory Financial Information and Accounting Policies
For regulatory purposes, the Company’s Insurance Subsidiaries prepare their statutory basis financial statements in accordance with practices prescribed or permitted by the state in which they are domiciled
(“statutory basis” or “SAP”). The more significant SAP 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 National Association of Insurance Commissioners (“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.
F-38
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
State insurance laws restrict the ability of KICO to declare dividends. 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. On July 1, 2009, Kingstone completed the acquisition of 100% of the issued and outstanding common stock of KICO (formerly known as Commercial Mutual Insurance Company (“CMIC”)) pursuant to
the conversion of CMIC from an advance premium cooperative to a stock property and casualty insurance company. Pursuant to the plan of conversion, Kingstone acquired a 100% equity interest in KICO. In
connection with the plan of conversion of CMIC, Kingstone has agreed with the Department of Financial Services (formerly known as the Insurance Department) (the “Department”) that for a period of two years
following the effective date of conversion of July 1, 2009, no dividend may be paid by KICO without the approval of the Department (“Dividend Restriction Period”). As of June 30, 2011, no such request had been
made by Kingstone to the Department. For the year ended December 31, 2011, KICO paid dividends of $350,000 after the expiration of the Dividend Restriction Period. On February 23, 2012, KICO’s board of
directors approved a cash dividend of $175,000 to Kingstone, which was paid on February 24, 2012. Kingstone has also agreed with the Department that any intercompany transaction between itself and KICO must
be filed with the Department 30 days prior to implementation and not disapproved by the Department.
For the years ended December 31, 2011 and 2010, KICO had statutory basis net income of $3,025,536 and $1,402,543, respectively. At December 31, 2011 and 2010, KICO had reported statutory basis surplus as
regards policyholders of $13,602,701 and $10,707,011, respectively, as filed with the Department.
Note 16 - 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 (“ACLC”).
The RBC guidelines define specific capital levels based on a company’s ACLC that are determined by the ratio of the company’s total adjusted capital (“TAC”) to its ACLC. TAC is equal to statutory capital, plus or
minus certain other specified adjustments. The Company is in compliance with RBC requirements as of December 31, 2011 and 2010.
Note 17 – 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 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 financial statements taken as a whole for the respective periods. The Company has
evaluated this year’s amounts in relation to the current and prior reporting periods and determined that a restatement of those prior reporting periods is not appropriate.
F-39
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
The provision for income taxes from continuing operations is comprised of the following:
Years ended December 31,
Current Federal income tax expense
Current state income tax expense
Deferred Federal and State income tax expense
Provision for income taxes
At December 31, 2011, the Company had the following net operating loss carryforwards for tax purposes:
2011
2010
$
$
1,394,090
19,529
(325,106)
1,088,513
$
$
-
42,640
724,794
767,434
Type of NOL
State only, net of valuation allowance
Amount subject to Annual Limitation, Federal only (A)
Amount
Expiration
$
$
2,322,744
110,000
December 31, 2026
December 31, 2019
(A) NOL is subject to Internal Revenue Code Section 382, which places a limitation on the utilization of the federal net operating loss to approximately $10,000 per year (“Annual Limitation”) as a result of a greater
than 50% ownership change of the Company in 1999. The losses subject to the Annual Limitation will be available for future years, expiring through December 31, 2019.
A reconciliation of the federal statutory rate to our effective tax rate from continuing operations is as follows:
Years ended December 31,
Computed expected tax expense
State taxes, net of Federal benefit
Permanent differences
Dividends received deduction
Non-taxable investment income
Stock-based compensation expense
Interest expense - mandatorily redeemable preferred stock
Other permanent differences
Prior year tax matters
Other
Total tax
2011
2010
1,221,156
1,270
(39,613)
(84,930)
35,999
-
(21,548)
(50,886)
27,065
1,088,513
$
$
F-40
34.00% $
-
(1.10)
(2.36)
1.00
-
2.43
(1.42)
(2.24)
30.31% $
628,789
25,785
(32,425)
(73,906)
76,298
25,400
21,949
46,080
49,464
767,434
34.00%
1.39
(1.75)
(4.00)
4.13
1.37
0.26
2.49
3.61
41.50%
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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 sheet reflect temporary differences between the carrying amounts of the assets and liabilities for financial reporting
purposes and income tax purposes, tax effected at a various rates depending on whether the temporary differences are subject to Federal taxes, State taxes, or both.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Deferred tax asset:
Net operating loss carryovers
Claims reserve discount
Unearned premium
Loss and loss adjustment expenses
Reinsurance recoverable
Deferred ceding commission revenue
Accrued expenses
Other
Total deferred tax assets
Deferred tax liability:
Investment in KICO
Deferred acquisition costs
Intangibles
Depreciation and amortization
Reinsurance recoverable
Net unrealized appreciation of securities - available for sale
Investment income
Other
Total deferred tax liabilities
Net deferred income tax liability
F-41
$
December 31,
December 31,
2011
2010
$
276,312
220,354
647,596
-
-
1,354,016
-
4,583
2,502,861
1,169,000
1,542,163
1,244,628
133,411
20,400
172,155
10,543
-
4,292,300
253,564
188,074
551,966
39,100
13,600
1,094,634
56,800
-
2,197,738
1,169,000
1,230,460
1,406,371
204,287
-
109,497
42,348
34,332
4,196,295
$
(1,789,439)
$
(1,998,557)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
The table below reconciles the changes in net deferred income tax liability to the deferred income tax provision from continuing operations for the year ended December 31, 2011:
Change in net deferred income tax liabilities
Deferred tax expense allocated to other comprehensive income
Deferred income tax provision
$
$
(209,118)
(115,988)
(325,106)
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.
Under GAAP guidance for the “Accounting for Uncertainty in Income Taxes”, the Company had no material unrecognized tax benefit and no adjustments to liabilities or operations were required. Additionally,
Accounting for Uncertainty in Income Taxes, provides guidance on the recognition of interest and penalties related to income taxes. There were no interest or penalties related to income taxes that have been accrued
or recognized as of and for years ended December 31, 2011 and 2010. If any had been recognized these would be reported in income tax expense.
IRS Tax Audit
In July 2011, the Company received a notice that its Federal income tax return for the year ended December 31, 2009 has been selected for examination by the Internal Revenue Service. The audit commenced in
September 2011. The final results of this audit are unknown, although management is confident in the tax assertions made in the tax return.
Note 18 - Employee Benefit Plans
The Company’s insurance subsidiary, KICO, maintains a salary reduction plan under Section 401(k) of the Internal Revenue Code (“401(k) Plan”) for its qualified employees. KICO matches 100% of each participant’s
contribution up to 4% of the participant’s eligible contribution. The Company, at its discretion, may allocate an amount for additional contributions (“Additional Contributions”) to the 401(k) Plan. The Company incurred
approximately $352,000 and $279,000 of expense for the years ended December 31, 2011 and 2010, respectively, related to the 401(k) Plan. For the years ended December 31, 2011 and 2010, Additional
Contributions consisted of approximately $251,000 and $188,000, respectively.
Note 19 - 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 asserted by a third party in a law suit against one of the Company’s
insureds covered by a particular policy, the Company may have a duty to defend the insured party against the claim. These claims may relate to bodily injury, property damage or other compensable injuries as set
forth in the policy. Such proceedings are considered in estimating the liability for loss and LAE expenses. The Company is not subject to any other pending legal proceedings that management believes are likely to
have a material adverse effect on the financial statements.
F-42
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Employment Agreements
Chief Executive Officer (Kingstone)
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
The Company’s President, Chairman of the Board and Chief Executive Officer, Barry B. Goldstein, is employed pursuant to an employment agreement, dated October 16, 2007, as amended (the “Goldstein
Employment Agreement”), that expires on December 31, 2014. Pursuant to the Goldstein Employment Agreement, effective January 1, 2010, Mr. Goldstein is entitled to receive an annual base salary of $375,000
(“Base Salary”) and annual bonuses based on the Company’s net income (which bonus, commencing for 2010, may not be less than $10,000 per annum). Mr. Goldstein’s annual base salary had been $350,000 from
January 1, 2004 through December 31, 2009. On August 25, 2008, the Company and Mr. Goldstein entered into an amendment (the “2008 Amendment”) to the Goldstein Employment Agreement. The 2008
Amendment entitles Mr. Goldstein to devote certain time to KICO to fulfill his duties and responsibilities as Chairman of the Board, Chief Investment Officer, and effective January 1, 2012, President and Chief
Executive Officer of KICO. Such permitted activity is subject to a reduction in Base Salary under the Goldstein Employment Agreement on a dollar-for-dollar basis to the extent of the salary payable by KICO to Mr.
Goldstein pursuant to his KICO employment contract, which, effective July 1, 2011 and 2010, is $275,000 and $165,375 per year, respectively. Pursuant to an amendment entered into with Mr. Goldstein on March
24, 2010 (the “2010 Amendment”), in addition to the increase in his Base Salary to $375,000 and minimum $10,000 annual bonus, as noted above, the expiration date of the agreement was extended from June 30,
2010 to December 31, 2014, the Company issued to Mr. Goldstein 50,000 shares of Common Stock and granted to him a five year option for the purchase of 188,865 shares of Common Stock at an exercise price of
$2.50 per share, exercisable to the extent of 25% on the date of grant and each of the initial three anniversary dates of the grant. In connection with the stock option grant, the Company increased the number of
shares authorized to be issued pursuant to its 2005 Equity Participation Plan from 300,000 to 550,000, subject to shareholder approval, which was obtained in June 2010. The option grant to Mr. Goldstein was also
subject to such shareholder approval to the extent that additional authorized shares under the plan are required to satisfy his option. Pursuant to the 2010 Amendment, the Company also agreed that, under certain
circumstances following a change of control of Kingstone Companies, Inc. and the termination of his employment, all of Mr. Goldstein’s outstanding options would become exercisable.
Chief Executive Officer (KICO)
John D. Reiersen, KICO’s President and Chief Executive Officer through December 31, 2011, is employed pursuant to an employment agreement effective as of November 13, 2006 and amended as of January 25,
2008 and February 28, 2011 (together, the “Reiersen Agreement”). The Reiersen Agreement as amended expires on December 31, 2014, may be terminated by KICO at any time with or without cause upon written
notice. In the event of termination by KICO, Mr. Reiersen will be entitled to receive severance in an amount equal to the lesser of $50,000 or the remaining salary payable to him through the term of his agreement.
Pursuant to the February 28, 2011 amendment, effective January 1, 2012, Mr. Reiersen shall serve as Executive Vice President of KICO, shall report to the President and CEO of KICO, and shall provide advice and
assistance to the President and CEO of KICO, as well as other officers and management personnel of KICO, with regard to the management and operation of KICO. Pursuant to the Reiersen Agreement, Mr.
Reiersen was entitled to receive an annual base salary of $256,500 (with increases of 5% on each of January 1, 2010 and 2011), plus additional customary benefits. Pursuant to the February 28, 2011 amendment,
effective January 1, 2012, it is anticipated that Mr. Reiersen will provide approximately 500 hours of services per year on behalf of KICO and his minimum annual salary will be $100,000. Mr. Reiersen also receives a
$2,000 annual fee for his position as a director of KICO.
Approval Required for Transactions with Subsidiary
In connection with the plan of conversion of CMIC, the Company has agreed with the Department of Financial Services that any intercompany transaction between itself and KICO must be filed with the Department
30 days prior to implementation.
Leases
The Company leases its executive office under a non-cancelable operating lease expiring on August 31, 2012. The lease is not renewable. The landlord may terminate the lease with three months advance notice.
The remaining minimum rentals under this lease commitment is $13,336.
Tax Audits
As of December 31, 2011, the Company’s Federal tax return for the year ended December 31, 2009 is under examination by the Internal Revenue Service. Tax years 2008 and 2010 are open for audit.
F-43
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2011 AND 2010
Note 20 - Net Income Per Common Share
Basic net earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share reflect, in
periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of vested stock options. 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.
For the year ended December 31, 2011 there were 269,432 vested options with an exercise price below the average market price of the Company’s Common Stock during the period. For the year ended December
31, 2010 there were 204,716 vested options with an exercise price below the average market price of the Company’s Common Stock during the period. For 2010, the inclusion of net common shares assumed to be
issued upon the exercise of such options in the computation of diluted earnings per share would have been anti-dilutive for the period, and as a result, the weighted average number of common shares used in the
calculation of basic and diluted earnings per common share is the same, and has not been adjusted for the effects of such options.
The reconciliation of the weighted average number of shares of Common Stock used in the calculation of basic and diluted earnings per common share for the years ended December 31, 2011 and 2010 follows:
Weighted average number of shares outstanding
Effect of dilutive securities, common share equivalents
Weighted average number of shares outstanding,
used for computing diluted earnings per share
Note 21 - Discontinued Operations
Year ended
December 31,
2011
2010
3,837,190
83,594
3,429,828
-
3,920,784
3,429,828
On April 17, 2009, the Company’s wholly-owned subsidiaries that owned and operated its former network of retail brokerage outlets in New York State sold substantially all of their assets, including the book of
business (the “New York Assets”). As additional consideration, the Company was entitled to receive through September 30, 2010 an additional amount equal to 60% of the net commissions derived from the book of
business of six New York retail locations that were closed in 2008. Income from discontinued operations for the years ended December 31, 2011 and 2010 includes approximately $-0- and $40,000, respectively, of
income from additional consideration from the sale of the New York Assets.
Note 22 - Subsequent Events
On February 6, 2012, the Company’s board of directors approved a cash dividend of $.03 per share or $113,397, which was paid on March 15, 2012.
On February 23, 2012, KICO’s board of directors approved a cash dividend of $175,000 to the Company, which was paid on February 24, 2012. Payment of the cash dividend will have no effect on the Company’s
consolidated net earnings, total stockholders’ equity or cash flows.
F-44
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Name of Subsidiary
State of Incorporation
LIST OF SUBSIDIARIES
EXHIBIT 21
Barry Scott Companies, Inc.(1)
Blast Acquisition Corp.
Blast BSA Inc. (2)
Blast DA, Inc. (2)
Intandem Corp.
Payments Inc.
Kingstone Insurance Company
CMIC Properties, Inc. (3)
15 Joys Lane, LLC (4)
Comutual Services LLC (3)
___________
Delaware
Delaware
New York
Delaware
New York
New York
New York
New York
New York
New York
(1) A wholly-owned subsidiary of Blast Acquisition Corp.
(2) A wholly-owned subsidiary of Barry Scott Companies, Inc.
(3) A wholly-owned subsidiary of Kingstone Insurance Company
(4) A wholly-owned subsidiary of CMIC Properties, Inc.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EXHIBIT 31.1
I, Barry B. Goldstein, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Kingstone Companies, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 30, 2012
By:
/s/ Barry B. Goldstein
Barry B. Goldstein
Chief Executive Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EXHIBIT 31.2
I, Victor Brodsky, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Kingstone Companies, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 30, 2012
By:
/s/ Victor Brodsky
Victor Brodsky
Chief Financial Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EXHIBIT 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certify, pursuant to, and as required by, 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Kingstone
Companies, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that
information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 30, 2012
/s/ Barry B. Goldstein
Barry B. Goldstein
Chief Executive Officer
/s/ Victor Brodsky
Victor Brodsky
Chief Financial Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements of Kingstone Companies, Inc. on Form S3 (No. 333-134102) and Form S8 (No. 333-104060 and No. 333-132898) of our report dated
March 30, 2012, on our audits of the consolidated financial statements as of December 31, 2011 and 2010 and for each of the years in the two-year period ended December 31, 2011, to be filed on or about March 30,
2012.
EXHIBIT 23
/s/ EisnerAmper LLP
Edison, New Jersey
March 30, 2012
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Kingstone Companies, Inc.
1154 Broadway
Hewlett, New York 11557
Exhibit 10.Q
February 23, 2012
To: Barry Goldstein
Dear Barry:
Reference is made to the Stock Option Agreements, dated as of October 16, 2007 and March 24, 2010, between Kingstone Companies, Inc. (formerly DCAP Group, Inc.) (the “Company”) and you (the “Agreements”).
Pursuant to Section 13 of the Company’s 2005 Equity Participation Plan (the “Plan”), you shall have the right to exercise the outstanding options granted pursuant to the Agreements, 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 (as defined in the Plan) equal to the exercise price of the option being exercised.
Except as amended hereby, the Agreements shall continue in full force and effect in accordance with their terms.
Very truly yours,
KINGSTONE COMPANIES, INC.
By: /s/ Victor Brodsky
____________________
Chief Financial Officer
Victor Brodsky
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.