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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
 
(Mark one)
 
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2015
OR
 
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________to _________

Commission File Number 0-1665

KINGSTONE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation or organization)
 
36-2476480
(I.R.S. Employer
Identification Number)
 
15 Joys Lane
Kingston, NY 12401
(Address of principal executive offices)

(845) 802-7900
(Registrant’s telephone number, including area code)

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

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ No o

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 o
 
Accelerated filero
 
Non-accelerated filer o
(Do not check if a smaller reporting company)
 
Smaller reporting company þ

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

As of August 12, 2015, there were 7,333,664 shares of the registrant’s common stock outstanding.



 
 
 
 
 
KINGSTONE COMPANIES, INC.
INDEX
                 
           
PAGE
                 
PART I — FINANCIAL INFORMATION
   
2
 
   
Item 1 —
 
Financial Statements
   
2
 
       
Condensed Consolidated Balance Sheets at June 30, 2015 (Unaudited) and December 31, 2014
   
2
 
       
Condensed Consolidated Statements of Income and Comprehensive Income for the three months and six months ended June 30, 2015 (Unaudited) and 2014 (Unaudited)
   
3
 
       
Condensed Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2015 (Unaudited)
   
4
 
       
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 (Unaudited) and 2014 (Unaudited)
   
5
 
       
Notes to Condensed Consolidated Financial Statements  (Unaudited)
   
6
 
   
Item 2 —
 
 Management’s Discussion and Analysis of Financial Condition and Results of Operations
   
31
 
   
Item 3 —
 
 Quantitative and Qualitative Disclosures About Market Risk
   
61
 
   
Item 4 —
 
 Controls and Procedures
   
61
 
                 
PART II — OTHER INFORMATION
   
62
 
   
Item 1 —
 
Legal Proceedings
   
62
 
   
Item 1A —
 
Risk Factors
   
62
 
   
Item 2 —
 
Unregistered Sales of Equity Securities and Use of Proceeds
   
62
 
   
Item 3 —
 
Defaults Upon Senior Securities
   
62
 
   
Item 4 —
 
Mine Safety Disclosures
   
62
 
   
Item 5 —
 
Other Information
   
62
 
   
Item 6 —
 
Exhibits
   
63
 
Signatures
       
EXHIBIT 3(a)
EXHIBIT 3(b)
EXHIBIT 31(a)
EXHIBIT 31(b)
EXHIBIT 32
EXHIBIT 101.INS XBRL Instance Document
EXHIBIT 101.SCH XBRL Taxonomy Extension Schema
EXHIBIT 101.CAL XBRL Taxonomy Extension Calculation Linkbase
EXHIBIT 101.DEF XBRL Taxonomy Extension Definition Linkbase
EXHIBIT 101.LAB XBRL Taxonomy Extension Label Linkbase
EXHIBIT 101.PRE XBRL Taxonomy Extension Presentation Linkbase
 
 
 

 
 
Forward-Looking Statements
 
This Quarterly Report on Form 10-Q contains forward-looking statements as that term is defined in the federal securities laws.  The events described in forward-looking statements contained in this Quarterly Report may not occur.  Generally, these statements relate to business plans or strategies, projected or anticipated 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 our Annual Report on Form 10-K for the year ended December 31, 2014 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.
 
 
1

 
 
PART I.  FINANCIAL INFORMATION
 
Item 1.                       Financial Statements.
 
 KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Balance Sheets
           
   
June 30,
   
December 31,
 
   
2015
   
2014
 
   
(unaudited)
       
 Assets
           
 Fixed-maturity securities, held-to-maturity, at amortized cost (fair value of
           
 $5,258,561 at June 30, 2015 and $5,395,054 at December 31, 2014)
  $ 5,135,552     $ 5,128,735  
 Fixed-maturity securities, available-for-sale, at fair value (amortized cost of
               
 $56,207,791 at June 30, 2015 and $50,083,441 at December 31, 2014)
    56,852,094       51,120,859  
 Equity securities, available-for-sale, at fair value (cost of $9,028,208
               
 at  June 30, 2015 and $7,621,309 at December 31, 2014)
    9,275,452       8,017,729  
 Total investments
    71,263,098       64,267,323  
 Cash and cash equivalents
    3,932,397       9,906,878  
 Premiums receivable, net of provision for uncollectible amounts
    10,498,787       8,946,899  
 Receivables - reinsurance contracts
    2,126,803       1,301,549  
 Reinsurance receivables, net of provision for uncollectible amounts
    38,741,165       35,575,276  
 Deferred policy acquisition costs
    9,759,078       8,985,981  
 Intangible assets, net
    1,995,673       2,233,530  
 Property and equipment, net of accumulated depreciation
    2,822,878       2,448,042  
 Other assets
    1,321,191       1,330,944  
 Total assets
  $ 142,461,070     $ 134,996,422  
                 
 Liabilities
               
 Loss and loss adjustment expense reserves
  $ 41,248,820     $ 39,912,683  
 Unearned premiums
    44,109,982       40,458,041  
 Advance premiums
    1,382,659       1,006,582  
 Reinsurance balances payable
    2,749,770       2,096,363  
 Deferred ceding commission revenue
    6,328,325       5,956,540  
 Accounts payable, accrued expenses and other liabilities
    3,275,664       3,928,137  
 Income taxes payable
    454,133       -  
 Deferred income taxes
    888,044       1,137,180  
 Total liabilities
    100,437,397       94,495,526  
                 
 Commitments and Contingencies
               
                 
 Stockholders' Equity
               
 Preferred stock, $.01 par value; authorized 2,500,000 shares
    -       -  
 Common stock, $.01 par value; authorized 20,000,000 shares; issued 8,286,452 shares
               
 at June 30, 2015 and 8,235,095 shares at December 31, 2014; outstanding
               
 7,333,664 shares at June 30, 2015 and 7,308,757 shares at December 31, 2014
    82,865       82,351  
 Capital in excess of par
    32,928,127       32,873,383  
 Accumulated other comprehensive income
    588,420       946,332  
 Retained earnings
    10,232,494       8,203,003  
      43,831,906       42,105,069  
 Treasury stock, at cost, 952,788 shares at June 30, 2015 and 926,338 shares
               
 at December 31, 2014
    (1,808,233 )     (1,604,173 )
 Total stockholders' equity
    41,720,503       40,500,896  
                 
 Total liabilities and stockholders' equity
  $ 142,461,070     $ 134,996,422  
 

See accompanying notes to condensed consolidated financial statements.
 
 
2

 
 
KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
 
                         
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)
 
   
For the Three Months Ended
   
For the Six Months Ended
 
   
June 30,
   
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
 Revenues
                       
 Net premiums earned
  $ 10,865,715     $ 6,429,373     $ 21,251,514     $ 12,355,684  
 Ceding commission revenue
    3,655,522       3,706,049       6,744,926       7,087,332  
 Net investment income
    625,972       451,915       1,200,628       830,703  
 Net realized gains (losses) on sales of investments
    2,263       134,602       (65,231 )     322,950  
 Other income
    393,040       250,908       1,024,231       478,465  
 Total revenues
    15,542,512       10,972,847       30,156,068       21,075,134  
                                 
 Expenses
                               
 Loss and loss adjustment expenses
    4,770,813       3,007,939       11,834,030       7,332,893  
 Commission expense
    3,600,164       2,903,792       7,012,491       5,486,300  
 Other underwriting expenses
    2,961,663       2,529,075       5,960,818       4,810,824  
 Other operating expenses
    377,843       338,379       706,341       588,414  
 Depreciation and amortization
    246,572       209,935       482,234       393,055  
 Total expenses
    11,957,055       8,989,120       25,995,914       18,611,486  
                                 
 Income from operations before taxes
    3,126,108       1,983,727       3,700,805       2,463,648  
 Income tax expense
    1,206,275       629,225       1,398,473       782,013  
 Net income
    2,379,182       1,354,502       2,761,681       1,681,635  
                                 
 Other comprehensive income (loss), net of tax
                               
 Gross change in unrealized (losses) gains
                               
 on available-for-sale-securities
    (1,313,096 )     870,921       (607,522 )     1,739,665  
                                 
 Reclassification adjustment for (gains) losses
                               
 included in net income
    (2,263 )     (134,602 )     65,231       (322,950 )
 Net change in unrealized gains (losses)
    (1,315,359 )     736,319       (542,291 )     1,416,715  
 Income tax benefit (expense) related to items
                               
 of other comprehensive income (loss)
    447,222       (250,348 )     184,379       (481,683 )
 Other comprehensive income (loss), net of tax
    (868,137 )     485,971       (357,912 )     935,032  
                                 
 Comprehensive income
  $ 1,511,045     $ 1,840,473     $ 2,403,769     $ 2,616,667  
                                 
Earnings per common share:
                               
Basic
  $ 0.32     $ 0.19     $ 0.38     $ 0.23  
Diluted
  $ 0.32     $ 0.18     $ 0.38     $ 0.23  
                                 
Weighted average common shares outstanding
                               
Basic
    7,337,817       7,287,935       7,328,098       7,277,313  
Diluted
    7,362,988       7,358,280       7,355,908       7,352,609  
                                 
Dividends declared and paid per common share
  $ 0.05     $ 0.04     $ 0.10     $ 0.08  
 

See accompanying notes to condensed consolidated financial statements.
 
 
3

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
 
                                                             
Condensed Consolidated Statement of Stockholders' Equity (Unaudited)
 
Six months ended June 30, 2015
 
                                                             
                                 
Accumulated
                         
                           
Capital
   
Other
                         
   
Preferred Stock
   
Common Stock
   
in Excess
   
Comprehensive
   
Retained
   
Treasury Stock
       
   
Shares
   
Amount
   
Shares
   
Amount
   
of Par
   
Income
   
Earnings
   
Shares
   
Amount
   
Total
 
Balance, January 1, 2015
    -     $ -       8,235,095     $ 82,351     $ 32,873,383     $ 946,332     $ 8,203,003       926,338     $ (1,604,173 )   $ 40,500,896  
Stock-based compensation
    -       -       -       -       77,784       -       -       -       -       77,784  
Shares deducted from exercise of stock
                                                                               
options for payment of withholding taxes
    -       -       (30,755 )     (308 )     (243,354 )     -       -       -       -       (243,662 )
Excess tax benefit from exercise
                                                                               
of stock options
    -       -       -       -       221,136       -       -       -       -       221,136  
Exercise of stock options
    -       -       82,112       822       (822 )     -       -       -       -       -  
Acquisition of treasury stock
    -       -       -       -       -       -       -       26,450       (204,060 )     (204,060 )
Dividends
    -       -       -       -       -       -       (732,190 )     -       -       (732,190 )
Net income
    -       -       -       -       -       -       2,761,681       -       -       2,761,681  
Change in unrealized gains on available-
                                                                               
for-sale securities, net of tax
    -       -       -       -       -       (357,912 )     -       -       -       (357,912 )
Balance, June 30, 2015
    -     $ -       8,286,452     $ 82,865     $ 32,928,127     $ 588,420     $ 10,232,494       952,788     $ (1,808,233 )   $ 42,023,673  
 

See accompanying notes to condensed consolidated financial statements.
 
 
4

 
 
 KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
 
             
Condensed Consolidated Statements of Cash Flows (Unaudited)
           
Six months ended June 30,
 
2015
   
2014
 
             
 Cash flows provided by operating activities:
           
 Net income
  $ 2,761,681     $ 1,681,635  
 Adjustments to reconcile net income to net cash flows provided by operating activities:
               
 Net realized gains (losses) on sale of investments
    65,231       (322,950 )
 Depreciation and amortization
    482,234       393,055  
 Amortization of bond premium, net
    152,665       100,702  
 Stock-based compensation
    77,784       26,783  
 Excess tax benefit from exercise of stock options
    (221,136 )     (70,313 )
 Deferred income tax expense
    (64,757 )     (237,411 )
 (Increase) decrease in operating assets:
               
 Premiums receivable, net
    (1,551,888 )     (1,659,628 )
 Receivables - reinsurance contracts
    (825,254 )     (93,562 )
 Reinsurance receivables, net
    (3,165,889 )     (6,862,622 )
 Deferred policy acquisition costs
    (773,097 )     (1,135,839 )
 Other assets
    6,583       299,447  
 Increase (decrease) in operating liabilities:
               
 Loss and loss adjustment expense reserves
    1,336,137       5,201,059  
 Unearned premiums
    3,651,941       4,866,459  
 Advance premiums
    376,077       504,639  
 Reinsurance balances payable
    653,407       1,314,680  
 Deferred ceding commission revenue
    371,785       790,549  
 Accounts payable, accrued expenses and other liabilities
    22,796       (402,388 )
 Net cash flows provided by operating activities
    3,356,300       4,394,295  
                 
 Cash flows used in investing activities:
               
 Purchase - fixed-maturity securities held-to-maturity
    -       (2,215,540 )
 Purchase - fixed-maturity securities available-for-sale
    (7,505,716 )     (15,837,626 )
 Purchase - equity securities available-for-sale
    (2,225,328 )     (5,356,992 )
 Sale or maturity - fixed-maturity securities available-for-sale
    1,135,673       3,643,499  
 Sale - equity securities available-for-sale
    839,408       3,417,605  
 Other investing activities
    (616,042 )     (542,074 )
 Net cash flows used in investing activities
    (8,372,005 )     (16,891,128 )
                 
 Cash flows used in financing activities:
               
 Withholding taxes paid on net exercise of stock options
    (243,662 )     (66,095 )
 Excess tax benefit from exercise of stock options
    221,136       70,313  
 Purchase of treasury stock
    (204,060 )     (23,203 )
 Dividends paid
    (732,190 )     (582,439 )
 Net cash flows used in financing activities
    (958,776 )     (601,424 )
                 
 Decrease in cash and cash equivalents
  $ (5,974,481 )   $ (13,098,257 )
 Cash and cash equivalents, beginning of period
    9,906,878       19,922,506  
 Cash and cash equivalents, end of period
  $ 3,932,397     $ 6,824,249  
                 
 Supplemental disclosures of cash flow information:
               
 Cash paid for income taxes
  $ 1,008,443     $ 463,400  
                 
 Supplemental schedule of non-cash investing and financing activities:
               
 Value of shares deducted from exercise of stock options for payment of withholding taxes
  $ 243,662     $ 66,095  
 

See accompanying notes to condensed consolidated financial statements.
 
 
5

 

KINGSTONE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Nature of Business and Basis of Presentation
 
Kingstone Companies, Inc. (referred to herein as "Kingstone" or the “Company”), through its wholly owned subsidiary, Kingstone Insurance Company (“KICO”), underwrites property and casualty insurance to small businesses and individuals exclusively through independent agents and brokers. KICO is a licensed insurance company in the State of New York and the Commonwealth of Pennsylvania; however, KICO writes substantially all of its business in New York.  Through March 31, 2015, Kingstone, through its wholly owned subsidiary, Payments Inc., a licensed premium finance company in the State of New York, received fees for placing contracts with a third party licensed premium finance company (see Note 12 – Premium Finance Placement Fees).
 
The accompanying unaudited condensed consolidated financial statements included in this report have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8-03 of SEC Regulation S-X. The principles for condensed interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2014 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2015. The accompanying condensed consolidated financial statements have not been audited by an independent registered public accounting firm in accordance with standards of the Public Company Accounting Oversight Board (United States) but, in the opinion of management, such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Company’s financial position and results of operations. The results of operations for the six months ended June 30, 2015 may not be indicative of the results that may be expected for the year ending December 31, 2015.
 
Note 2 – Accounting Policies
 
Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. 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.

 
6

 
 
Principles of Consolidation

The consolidated financial statements consist of Kingstone and its wholly owned subsidiaries. Subsidiaries include: (1) KICO and its wholly owned subsidiaries, CMIC Properties, Inc. (“Properties”) and 15 Joys Lane, LLC (“15 Joys Lane”), which together own the land and building from which KICO operates, and (2) Payments Inc. All significant inter-company transactions have been eliminated in consolidation.
 
Accounting Pronouncements
 
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU revised guidance to only allow disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting entity’s operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The Company adopted this guidance on January 1, 2015 and it did not have any effect on the Company’s consolidated results of operations, financial position or cash flows.

In May 2014, FASB issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for the Company for reporting periods beginning after December 15, 2016. The Company will apply the guidance using a modified retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.

The Company has determined that all other recently issued accounting pronouncements will not have a material impact on its consolidated financial position, results of operations and cash flows, or do not apply to its operations.

 
7

 
 
Note 3 - Investments 

Available-for-Sale Securities

The amortized cost and fair value of investments in available-for-sale fixed-maturity securities and equity securities as of June 30, 2015 and December 31, 2014 are summarized as follows:

   
June 30, 2015
 
                                 
Net
 
  
 
Cost or
   
Gross
   
Gross Unrealized Losses
         
Unrealized
 
   
Amortized
   
Unrealized
   
Less than 12
   
More than 12
   
Fair
   
Gains/
 
 Category
 
Cost
   
Gains
   
Months
   
Months
   
Value
   
(Losses)
 
                                     
 Fixed-Maturity Securities:
                                   
 Political subdivisions of States,
                                   
 Territories and Possessions
  $ 13,544,367     $ 296,651     $ (62,414 )   $ -     $ 13,778,604     $ 234,237  
                                                 
 Corporate and other bonds
                                               
 Industrial and miscellaneous
    38,471,232       624,272       (191,871 )     (10,736 )     38,892,897       421,665  
                                                 
 Residential mortgage backed
                                               
 securities
    4,192,192       30,439       (42,038 )     -       4,180,593       (11,599 )
 Total fixed-maturity securities
    56,207,791       951,362       (296,323 )     (10,736 )     56,852,094       644,303  
                                                 
 Equity Securities:
                                               
 Preferred stocks
    3,130,221       22,047       (27,967 )     (29,016 )     3,095,285       (34,936 )
 Common stocks
    5,897,987       428,808       (131,551 )     (15,077 )     6,180,167       282,180  
 Total equity securities
    9,028,208       450,855       (159,518 )     (44,093 )     9,275,452       247,244  
                                                 
 Total
  $ 65,235,999     $ 1,402,217     $ (455,841 )   $ (54,829 )   $ 66,127,546     $ 891,547  
 
   
December 31, 2014
 
                                 
Net
 
  
 
Cost or
   
Gross
   
Gross Unrealized Losses
         
Unrealized
 
   
Amortized
   
Unrealized
   
Less than 12
   
More than 12
   
Fair
   
Gains/
 
 Category
 
Cost
   
Gains
   
Months
   
Months
   
Value
   
(Losses)
 
                                     
 Fixed-Maturity Securities:
                                   
 Political subdivisions of States,
                               
 Territories and Possessions
  $ 13,862,141     $ 412,490     $ (23,813 )   $ (6,379 )   $ 14,244,439     $ 382,298  
                                                 
 Corporate and other bonds
                                               
 Industrial and miscellaneous
    36,221,300       803,440       (118,092 )     (30,228 )     36,876,420       655,120  
 Total fixed-maturity securities
    50,083,441       1,215,930       (141,905 )     (36,607 )     51,120,859       1,037,418  
                                                 
 Equity Securities:
                                               
 Preferred stocks
    3,172,632       19,180       (2,647 )     (62,886 )     3,126,280       (46,352 )
 Common stocks
    4,448,677       444,950       -       (2,177 )     4,891,449       442,772  
 Total equity securities
    7,621,309       464,130       (2,647 )     (65,063 )     8,017,729       396,420  
                                                 
 Total
  $ 57,704,750     $ 1,680,060     $ (144,552 )   $ (101,670 )   $ 59,138,588     $ 1,433,838  
 
8

 
 
 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 June 30, 2015 and December 31, 2014 is shown below:

   
June 30, 2015
   
December 31, 2014
 
   
Amortized
         
Amortized
       
 Remaining Time to Maturity
 
Cost
   
Fair Value
   
Cost
   
Fair Value
 
                         
 Less than one year
  $ 607,496     $ 625,288     $ 482,833     $ 487,507  
 One to five years
    11,251,937       11,519,899       11,640,381       11,943,127  
 Five to ten years
    35,952,360       36,298,627       32,283,921       32,865,231  
 More than 10 years
    4,203,806       4,227,687       5,676,306       5,824,994  
 Residential mortgage backed securities
    4,192,192       4,180,593       -       -  
 Total
  $ 56,207,791     $ 56,852,094     $ 50,083,441     $ 51,120,859  
 
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 June 30, 2015 and December 31, 2014 are summarized as follows:

   
June 30, 2015
 
                                 
Net
 
  
 
Cost or
   
Gross
   
Gross Unrealized Losses
         
Unrealized
 
   
Amortized
   
Unrealized
   
Less than 12
   
More than 12
   
Fair
   
Gains/
 
 Category
 
Cost
   
Gains
   
Months
   
Months
   
Value
   
(Losses)
 
                                     
                                     
 U.S. Treasury securities
  $ 606,371     $ 128,547     $ -     $ -     $ 734,918     $ 128,547  
                                                 
 Political subdivisions of States,
                                               
 Territories and Possessions
    1,415,423       34,784       -       (47,642 )     1,402,565       (12,858 )
                                                 
 Corporate and other bonds
                                               
 Industrial and miscellaneous
    3,113,758       63,724       (56,404 )     -       3,121,078       7,320  
                                                 
 Total
  $ 5,135,552     $ 227,055     $ (56,404 )   $ (47,642 )   $ 5,258,561     $ 123,009  
 
 
9

 
 
   
December 31, 2014
 
                                 
Net
 
  
 
Cost or
   
Gross
   
Gross Unrealized Losses
         
Unrealized
 
   
Amortized
   
Unrealized
   
Less than 12
   
More than 12
   
Fair
   
Gains/
 
 Category
 
Cost
   
Gains
   
Months
   
Months
   
Value
   
(Losses)
 
                                     
                                     
 U.S. Treasury securities
  $ 606,353     $ 183,200     $ -     $ -     $ 789,553     $ 183,200  
                                                 
 Political subdivisions of States,
                                               
 Territories and Possessions
    1,413,303       49,981       -       (12,247 )     1,451,037       37,734  
                                                 
 Corporate and other bonds
                                               
 Industrial and miscellaneous
    3,109,079       98,306       (52,921 )     -       3,154,464       45,385  
                                                 
 Total
  $ 5,128,735     $ 331,487     $ (52,921 )   $ (12,247 )   $ 5,395,054     $ 266,319  
 
Held-to-maturity U.S. Treasury securities are held in trust pursuant to the New York State Department of Financial Services’ minimum funds requirement.

A summary of the amortized cost and fair value of the Company’s investments in held-to-maturity securities by contractual maturity as of June 30, 2015 and December 31, 2014 is shown below:
 
   
June 30, 2015
   
December 31, 2014
 
   
Amortized
         
Amortized
       
 Remaining Time to Maturity
 
Cost
   
Fair Value
   
Cost
   
Fair Value
 
                         
 Less than one year
  $ -     $ -     $ -     $ -  
 One to five years
    -       -       -       -  
 Five to ten years
    4,034,068       4,010,908       3,522,927       3,563,401  
 More than 10 years
    1,101,484       1,247,653       1,605,808       1,831,653  
 Total
  $ 5,135,552     $ 5,258,561     $ 5,128,735     $ 5,395,054  
 
Investment Income

Major categories of the Company’s net investment income are summarized as follows:
 
   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
 Income:
             
 
   
 
 
 Fixed-maturity securities
  $ 565,337     $ 406,137     $ 1,076,292     $ 749,055  
 Equity securities
    130,136       141,705       252,705       256,218  
 Cash and cash equivalents
    121       2,821       215       23,440  
 Other
    -       594       -       594  
 Total
    695,594       551,257       1,329,212       1,029,307  
 Expenses:
                               
 Investment expenses
    69,622       99,342       128,584       198,604  
 Net investment income
  $ 625,972     $ 451,915     $ 1,200,628     $ 830,703  
 
Proceeds from the sale and maturity of fixed-maturity securities were $1,135,673 and $3,463,499 for the six months ended June 30, 2015 and 2014, respectively.

 
10

 

Proceeds from the sale of equity securities were $839,408 and $3,417,605 for the six months ended June 30, 2015 and 2014, respectively.

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

   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
 Fixed-maturity securities:
                       
 Gross realized gains
  $ -     $ 68,223     $ -     $ 157,479  
 Gross realized losses
    (18,717 )     (1,894 )     (86,211 )     (28,293 )
      (18,717 )     66,329       (86,211 )     129,186  
                                 
 Equity securities:
                               
 Gross realized gains
    36,421       81,192       36,421       217,251  
 Gross realized losses
    (15,441 )     (12,919 )     (15,441 )     (23,487 )
      20,980       68,273       20,980       193,764  
                                 
 Net realized gains (losses)
  $ 2,263     $ 134,602     $ (65,231 )   $ 322,950  
 
Impairment Review
 
Impairment of investment securities results in a charge to operations when a market decline to below cost is deemed to be other-than-temporary. 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, GAAP specifies (i) if the Company does not have the intent to sell a debt security prior to recovery and (ii) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss.  When the Company does not intend to sell the security and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment (“OTTI”) of a debt security in earnings and the remaining portion in other comprehensive income.  The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected based on cash flow projections.  For held-to-maturity debt securities, the amount of OTTI recorded in other comprehensive income for the noncredit portion of a previous OTTI is amortized prospectively over the remaining life of the security on the basis of timing of future estimated cash flows of the security.

OTTI losses are recorded in the condensed consolidated statements of income 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. At June 30, 2015, there were 70 securities that accounted 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 securities and equity securities for the six months ended June 30, 2015 and 2014. Significant factors influencing the Company’s determination that unrealized losses were temporary included the magnitude of the unrealized losses in relation to each security’s cost, the nature of the investment and management’s intent and ability to retain the investment for a period of time sufficient to allow for an anticipated recovery of fair value to the Company’s cost basis.
 
 
11

 
 
The Company held securities with unrealized losses representing declines that were considered temporary at June 30, 2015 and December 31, 2014 as follows:

   
June 30, 2015
 
   
Less than 12 months
   
12 months or more
   
Total
 
  
             
No. of
               
No. of
   
Aggregate
       
   
Fair
   
Unrealized
   
Positions
   
Fair
   
Unrealized
   
Positions
   
Fair
   
Unrealized
 
 Category
 
Value
   
Losses
   
Held
   
Value
   
Losses
   
Held
   
Value
   
Losses
 
                                                 
Fixed-Maturity Securities:
                                           
Political subdivisions of
                                           
 States, Territories and
                                               
 Possessions
  $ 3,175,851     $ (62,414 )     10     $ -     $ -       1     $ 3,175,851     $ (62,414 )
                                                                 
 Corporate and other
                                                               
 bonds industrial and
                                                               
 miscellaneous
    13,574,476       (191,871 )     27       479,415       (10,736 )     1       14,053,891       (202,607 )
                                                                 
 Residential mortgage
                                                               
 backed securities
    2,609,538       (42,038 )     11       -       -       -       2,609,538       (42,038 )
                                                                 
 Total fixed-maturity
                                                               
 securities
  $ 19,359,865     $ (296,323 )     48     $ 479,415     $ (10,736 )     2     $ 19,839,280     $ (307,059 )
                                                                 
 Equity Securities:
                                                               
 Preferred stocks
  $ 844,035     $ (27,967 )     3     $ 673,075     $ (29,016 )     3     $ 1,517,110     $ (56,983 )
 Common stocks
    2,159,808       (131,551 )     13       254,100       (15,077 )     1       2,413,908       (146,628 )
                                                                 
 Total equity securities
  $ 3,003,843     $ (159,518 )     16     $ 927,175     $ (44,093 )     4     $ 3,931,018     $ (203,611 )
                                                                 
 Total
  $ 22,363,708     $ (455,841 )     64     $ 1,406,590     $ (54,829 )     6     $ 23,770,298     $ (510,670 )
 
 
12

 
 
   
December 31, 2014
 
   
Less than 12 months
   
12 months or more
   
Total
 
  
             
No. of
               
No. of
   
Aggregate
       
   
Fair
   
Unrealized
   
Positions
   
Fair
   
Unrealized
   
Positions
   
Fair
   
Unrealized
 
 Category
 
Value
   
Losses
   
Held
   
Value
   
Losses
   
Held
   
Value
   
Losses
 
                                                 
Fixed-Maturity Securities:
                                           
Political subdivisions of
                                           
 States, Territories and
                                               
 Possessions
  $ 3,013,648     $ (23,813 )     9     $ 126,658     $ (6,379 )     1     $ 3,140,306     $ (30,192 )
                                                                 
 Corporate and other
                                                               
 bonds industrial and
                                                               
 miscellaneous
    6,325,579       (118,092 )     15       714,640       (30,228 )     2       7,040,219       (148,320 )
                                                                 
 Total fixed-maturity
                                                               
 securities
  $ 9,339,227     $ (141,905 )     24     $ 841,298     $ (36,607 )     3     $ 10,180,525     $ (178,512 )
                                                                 
 Equity Securities:
                                                               
 Preferred stocks
  $ 656,325     $ (2,647 )     1     $ 1,448,376     $ (62,886 )     6     $ 2,104,701     $ (65,533 )
 Common stocks
    -       -       -       267,000       (2,177 )     1       267,000       (2,177 )
                                                                 
 Total equity securities
  $ 656,325     $ (2,647 )     1     $ 1,715,376     $ (65,063 )     7     $ 2,371,701     $ (67,710 )
                                                                 
 Total
  $ 9,995,552     $ (144,552 )     25     $ 2,556,674     $ (101,670 )     10     $ 12,552,226     $ (246,222 )

 
13

 

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.  Municipal and corporate bonds, and residential mortgage-backed securities, that are traded in less active markets are classified as Level 2.  These securities are valued using market price quotations for recently executed transactions.

Level 3—Inputs to the valuation methodology are unobservable for the asset or liability and are significant to the fair value measurement. Material assumptions and factors considered in pricing investment securities and other assets may include appraisals, projected cash flows, market clearing activity or liquidity circumstances in the security or similar securities that may have occurred since the prior pricing period.
 
The availability of observable inputs varies and is affected by a wide variety of factors. When the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires significantly more judgment. The degree of judgment exercised by management in determining fair value is greatest for investments categorized as Level 3. For investments in this category, the Company considers prices and inputs that are current as of the measurement date. In periods of market dislocation, as characterized by current market conditions, the ability to observe prices and inputs may be reduced for many instruments. This condition could cause a security to be reclassified between levels.

 
14

 
 
The Company’s investments are allocated among pricing input levels at June 30, 2015 and December 31, 2014 as follows:

   
June 30, 2015
 
 ($ in thousands)
 
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
 Fixed-maturity securities available-for-sale
                       
 Political subdivisions of
                       
 States, Territories and
                       
 Possessions
  $ -     $ 13,778,604     $ -     $ 13,778,604  
                                 
 Corporate and other
                               
 bonds industrial and
                               
 miscellaneous
    31,334,151       7,558,746       -       38,892,897  
                                 
 Residential mortgage backed securities
    -       4,180,593       -       4,180,593  
 Total fixed maturities
    31,334,151       25,517,943       -       56,852,094  
 Equity securities
    9,275,452       -       -       9,275,452  
 Total investments
  $ 40,609,603     $ 25,517,943     $ -     $ 66,127,546  
 
   
December 31, 2014
 
 ($ in thousands)
 
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
 Fixed-maturity investments available-for-sale
                       
 Political subdivisions of
                       
 States, Territories and
                       
 Possessions
  $ -     $ 14,244,439     $ -     $ 14,244,439  
                                 
 Corporate and other
                               
 bonds industrial and
                               
 miscellaneous
    29,257,850       7,618,570       -       36,876,420  
 Total fixed maturities
    29,257,850       21,863,009       -       51,120,859  
 Equity investments
    8,017,729       -       -       8,017,729  
 Total investments
  $ 37,275,579     $ 21,863,009     $ -     $ 59,138,588  
 
Note 5 - Fair Value of Financial Instruments

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 securities and fixed income securities available-for-sale:  Fair value disclosures for these 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-term nature of these instruments.

Premiums receivable and reinsurance receivables:  The carrying values reported in the accompanying condensed consolidated balance sheets for these financial instruments approximate their fair values due to the short-term nature of the assets.
 
 
15

 
 
Real estate: The fair value of the land and building included in property and equipment, which is used in the Company’s operations, approximates the carrying value. The fair value was based on an appraisal prepared using the sales comparison approach, and accordingly the real estate is a Level 3 asset under the fair value hierarchy.

Reinsurance balances payable:  The carrying value reported in the condensed consolidated balance sheets for these financial instruments approximates fair value.

The estimated fair values of the Company’s financial instruments as of June 30, 2015 and December 31, 2014 are as follows:

   
June 30, 2015
   
December 31, 2014
 
   
Carrying Value
   
Fair Value
   
Carrying Value
   
Fair Value
 
                         
 Fixed-maturity securities held-to-maturity
  $ 5,135,552     $ 5,258,561     $ 5,128,735     $ 5,395,054  
 Cash and cash equivalents
    3,932,397       3,932,397       9,906,878       9,906,878  
 Premiums receivable
    10,498,787       10,498,787       8,946,899       8,946,899  
 Receivables - reinsurance contracts
    2,126,803       2,126,803       1,301,549       1,301,549  
 Reinsurance receivables
    38,741,165       38,741,165       35,575,276       35,575,276  
 Real estate, net of accumulated depreciation
    1,736,621       1,816,122       1,762,345       1,816,122  
 Reinsurance balances payable
    2,749,770       2,749,770       2,096,363       2,096,363  
 
Note 6 – Property and Casualty Insurance Activity
 
Premiums Earned

Premiums written, ceded and earned are as follows:
 
   
Direct
   
Assumed
   
Ceded
   
Net
 
                         
Six months ended June 30, 2015
       
 
   
 
   
 
 
 Premiums written
  $ 42,655,494     $ 21,870     $ (18,667,737 )   $ 24,009,627  
 Change in unearned premiums
    (3,654,318 )     2,377       893,828       (2,758,113 )
 Premiums earned
  $ 39,001,176     $ 24,247     $ (17,773,909 )   $ 21,251,514  
                                 
Six months ended June 30, 2014
                               
 Premiums written
  $ 36,597,945     $ 16,302     $ (21,527,803 )   $ 15,086,444  
 Change in unearned premiums
    (4,872,810 )     6,351       2,135,699       (2,730,760 )
 Premiums earned
  $ 31,725,135     $ 22,653     $ (19,392,104 )   $ 12,355,684  
                                 
Three months ended June 30, 2015
                               
 Premiums written
  $ 23,166,065     $ 13,959     $ (10,048,331 )   $ 13,131,693  
 Change in unearned premiums
    (3,181,987 )     (1,535 )     917,544       (2,265,978 )
 Premiums earned
  $ 19,984,078     $ 12,424     $ (9,130,787 )   $ 10,865,715  
                                 
Three months ended June 30, 2014
                               
 Premiums written
  $ 20,250,500     $ 8,655     $ (11,757,974 )   $ 8,501,181  
 Change in unearned premiums
    (3,739,282 )     3,697       1,663,777       (2,071,808 )
 Premiums earned
  $ 16,511,218     $ 12,352     $ (10,094,197 )   $ 6,429,373  
 
 
16

 
 
Premium receipts in advance of the policy effective date are recorded as advance premiums.  The balance of advance premiums as of June 30, 2015 and December 31, 2014 was approximately $1,383,000 and $1,007,000, respectively.

Loss and Loss Adjustment Expense Reserves

The following table provides a reconciliation of the beginning and ending balances for unpaid losses and loss adjustment expense (“LAE”) reserves:

   
Six months ended
 
   
June 30,
 
   
2015
   
2014
 
             
 Balance at beginning of period
  $ 39,912,683     $ 34,503,229  
 Less reinsurance recoverables
    (18,249,526 )     (17,363,975 )
 Net balance, beginning of period
    21,663,157       17,139,254  
                 
 Incurred related to:
               
 Current year
    11,747,214       6,975,731  
 Prior years
    86,816       357,162  
 Total incurred
    11,834,030       7,332,893  
                 
 Paid related to:
               
 Current year
    5,121,409       2,691,199  
 Prior years
    5,597,256       3,132,536  
 Total paid
    10,718,665       5,823,735  
  
               
 Net balance at end of period
    22,778,522       18,648,412  
 Add reinsurance recoverables
    18,470,298       21,055,876  
 Balance at end of period
  $ 41,248,820     $ 39,704,288  
 
Incurred losses and LAE are net of reinsurance recoveries under reinsurance contracts of $9,114,440 and $11,654,729 for the six months ended June 30, 2015 and 2014, respectively.

Prior year incurred loss and LAE development is based upon estimates by line of business and accident year. Prior year loss and LAE development incurred during the six months ended June 30, 2015 and 2014 was $86,816 and $357,162, respectively. The Company’s management continually monitors claims activity to assess the appropriateness of carried case and incurred but not reported (“IBNR”) reserves, giving consideration to Company and industry trends.

The reserving process for loss and LAE reserves provides for the Company’s best estimate at a particular point in time of the ultimate unpaid cost of all losses and LAE incurred, including settlement and administration of losses, and is based on facts and circumstances then known 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. Several actuarial reserving methodologies are used to estimate required loss reserves. The process produces carried reserves set by management based upon the actuaries’ best estimate and is the result of numerous best estimates made by line of business, accident year, and loss and LAE. The amount of loss and LAE reserves for reported claims (“case reserve”) 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 LAE reserves for unreported claims and development on known claims (IBNR reserves) 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.

 
17

 
 
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. 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. Several methods are used, varying by product line and accident year, in order to select the estimated year-end loss reserves.  These methods include the following:

Paid Loss Development – historical patterns of paid loss development are used to project future paid loss emergence in order to estimate required reserves.

Incurred Loss Development – historical patterns of incurred loss development, reflecting both paid losses and changes in case reserves, are used to project future incurred loss emergence in order to estimate required reserves.

Paid Bornhuetter-Ferguson (“BF”) – an estimated loss ratio for a particular accident year is determined, and is weighted against the portion of the accident year claims that have been paid, based on historical paid loss development patterns.  The estimate of required reserves assumes that the remaining unpaid portion of a particular accident year will pay out at a rate consistent with the estimated loss ratio for that year.  This method can be useful for situations where an unusually high or low amount of paid losses exists at the early stages of the claims development process.
 
Incurred Bornhuetter-Ferguson (“BF”) - an estimated loss ratio for a particular accident year is determined, and is weighted against the portion of the accident year claims that have been reported, based on historical incurred loss development patterns.  The estimate of required reserves assumes that the remaining unreported portion of a particular accident year will pay out at a rate consistent with the estimated loss ratio for that year.  This method can be useful for situations where an unusually high or low amount of reported losses exists at the early stages of the claims development process.

Management’s best estimate of required reserves is generally based on an average of the methods above, with appropriate weighting of the various methods based on the line of business and accident year being projected. In some cases, additional methods or historical data from industry sources are employed to supplement the projections derived from the methods listed above.
 
Two key assumptions that materially affect the estimate of loss reserves are the loss ratio estimate for the current accident year used in the BF methods described above, and the loss development factor selections used in the loss development methods described above. The loss ratio estimates used in the BF methods are selected after reviewing historical accident year loss ratios adjusted for rate changes, trend, and mix of business.

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.
 
 
18

 
 
In New York State, lawsuits for negligence are subject to certain limitations and must be commenced within three years from the date of the accident or are otherwise barred. Accordingly, the Company’s exposure to unreported claims (‘pure’ IBNR) for accident years 2011 and prior is limited although there remains the possibility of adverse development on reported claims (‘case development’ IBNR).

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.
 
Commercial Auto Line of Business
 
Effective October 1, 2014 the Company decided that it would no longer accept applications for new commercial auto policies.  The action was taken following a series of underwriting and pricing measures which were intended to improve the profitability of this line of business.  The actions taken did not yield the hoped for results. In February 2015, the Company made the decision that it would no longer offer renewals on its existing commercial auto policies beginning with those that expire on or after May 1, 2015. The Company had 390 and 730 commercial auto policies in force as of June 30, 2015 and December 31, 2014, respectively.

Reinsurance
 
The Company’s quota share reinsurance treaty in effect for the six months ended June 30, 2015 for its personal lines business, which primarily consists of homeowners’ policies, were covered under the July 1, 2014/June 30, 2015 treaty year. The Company did not renew its expiring commercial lines quota share reinsurance treaty on July 1, 2014.  The Company’s quota share reinsurance treaties in effect for the six months ended June 30, 2014 for both its personal lines business and commercial lines business were covered under the July 1, 2013/June 30, 2014 treaty year. The Company’s personal lines quota share treaty that covered the July 1, 2013/June 30, 2014 treaty year was a two year treaty that expired on June 30, 2015. Effective July 1, 2014, the Company had the option to increase the quota share percentage from 75% to a maximum of 85% or decrease the quota share percentage from 75% to a minimum of 55% by giving no less than 30 days advance notice. On May 12, 2014, the Company notified the personal lines reinsurers of its election to reduce the ceding percentage in the personal lines quota share treaty from 75% to 55% effective July 1, 2014.The Company entered into new annual treaties with different terms effective July 1, 2015. The Company’s treaties for the July 1, 2013/ June 30, 2014, July 1, 2014/June 30, 2015 and July 1, 2015/June 30, 2016 treaty years provide for the following material terms:

 
19

 



   
 Treaty Year
   
July 1, 2015
 
July 1, 2014
 
July 1, 2013
   
to
 
to
 
to
 Line of Busines
 
June 30, 2016
 
June 30, 2015
 
June 30, 2014
             
Personal Lines:
           
Homeowners, dwelling fire and canine legal liability
           
 Quota share treaty:
           
 Percent ceded
 
40%
 
55%
 
75%
 Risk retained
 
 $         450,000
 
 $         360,000
 
 $        300,000
 Losses per occurrence subject to quota share reinsurance coverage
 
 $         750,000
 
 $         800,000
 
 $     1,200,000
 Excess of loss coverage above quota share coverage
 
 $      3,750,000
 
 $      3,200,000
 
 $     1,700,000
   
 in excess of
 
 in excess of
 
 in excess of
   
 $         750,000
 
 $         800,000
 
 $     1,200,000
 Total reinsurance coverage per occurrence
 
 $      4,050,000
 
 $      3,640,000
 
 $     2,600,000
 Losses per occurrence subject to reinsurance coverage
 
 $      4,500,000
 
 $      4,000,000
 
 $     2,900,000
 Expiration date
 
June 30, 2016
 
June 30, 2015
 
June 30, 2015
             
 Personal Umbrella
           
 Quota share treaty:
           
 Percent ceded - first million dollars of coverage
 
90%
 
90%
 
90%
 Percent ceded - excess of one million dollars of coverage
 
100%
 
100%
 
100%
 Risk retained
 
 $         100,000
 
 $         100,000
 
 $        100,000
 Total reinsurance coverage per occurrence
 
 $      2,900,000
 
 $      2,900,000
 
 $     1,900,000
 Losses per occurrence subject to quota share reinsurance coverage
 
 $      3,000,000
 
 $      3,000,000
 
 $     2,000,000
 Expiration date
 
June 30, 2016
 
June 30, 2015
 
June 30, 2014
             
Commercial Lines:
           
 General liability commercial policies, except for commercial auto
           
 Quota share treaty:
           
 Percent ceded (terminated effective July 1, 2014)
 
None
 
None
 
25%
 Risk retained
 
 $         425,000
 
 $         400,000
 
 $        300,000
 Losses per occurrence subject to quota share reinsurance coverage
 
None
 
None
 
 $        400,000
 Excess of loss coverage above quota share coverage
 
 $      4,075,000
 
 $      3,600,000
 
 $     2,500,000
   
 in excess of
 
 in excess of
 
 in excess of
   
 $         425,000
 
 $         400,000
 
 $        400,000
 Total reinsurance coverage per occurrence
 
 $      4,075,000
 
 $      3,600,000
 
 $     2,600,000
 Losses per occurrence subject to reinsurance coverage
 
 $      4,500,000
 
 $      4,000,000
 
 $     2,900,000
             
Commercial Auto:
           
 Risk retained
 
 $         300,000
 
 $         300,000
 
 $        300,000
 Excess of loss coverage in excess of risk retained
 
 $      1,700,000
 
 $      1,700,000
 
 $     1,700,000
   
 in excess of
 
 in excess of
 
 in excess of
   
 $         300,000
 
 $         300,000
 
 $        300,000
Catastrophe Reinsurance:
           
 Initial loss subject to personal lines quota share treaty
 
 $      4,000,000
 
 $      4,000,000
 
 $     4,000,000
 Risk retained per catastrophe occurrence (1)
 
 $      2,400,000
 
 $      1,800,000
 
 $     1,000,000
 Catastrophe loss coverage in excess of quota share coverage (2) (3)
 
 $  176,000,000
 
 $  137,000,000
 
 $   86,000,000
 Severe winter weather aggregate (3)
 
 Yes
 
 No
 
 No
 Reinstatement premium protection (4)
 
 Yes
 
 No
 
 No
 
1.  
Plus losses in excess of catastrophe coverage.
2.  
Effective July 1, 2014, our catastrophe treaty also covers losses caused by severe winter weather during any consecutive 28 day period.
3.  
Catastrophe coverage is limited on an annual basis to two times the per occurrence amounts. Effective July 1, 2015, the duration of a catastrophe occurrence from windstorm, hail, tornado, hurricane and cyclone was extended to 120 consecutive hours from 96 consecutive hours.
4.  
Effective July 1, 2015, reinstatement premium protection for $16,000,000 of catastrophe coverage in excess of $4,000,000.
 
 
20

 
 
The single maximum risks per occurrence to which the Company is subject under the treaties that expired on June 30, 2015 and 2014 are as follows:
 
   
July 1, 2014 - June 30, 2015
   
July 1, 2013 - June 30, 2014
 
Treaty
 
Extent of Loss
   
Risk Retained
   
Extent of Loss
   
Risk Retained
 
Personal Lines
 
Initial $800,000
    $360,000    
Initial $1,200,000
    $300,000  
    $800,000 - $4,000,000    
None(1)
    $1,200,000 - $2,900,000    
None(1)
 
   
Over $4,000,000
      100%    
Over $2,900,000
      100%  
                                 
Personal Umbrella
 
Initial $1,000,000
    $100,000    
Initial $1,000,000
    $100,000  
    $1,000,000 - $3,000,000    
None(1)
    $1,000,000 - $2,000,000    
None(1)
 
   
Over $3,000,000
      100%    
Over $2,000,000
      100%  
                                 
Commercial Lines
 
Initial $400,000
    $400,000    
Initial $400,000
    $300,000  
    $400,000 - $4,000,000    
None(1)
    $400,000 - $2,900,000    
None(1)
 
   
Over $4,000,000
      100%    
Over $2,900,000
      100%  
                                 
Commercial Auto
 
Initial $300,000
    $300,000    
Initial $300,000
    $300,000  
    $300,000 - $2,000,000    
None(1)
    $300,000 - $2,000,000    
None(1)
 
   
Over $2,000,000
      100%    
Over $2,000,000
      100%  
                                 
Catastrophe (2)
 
Initial $4,000,000
    $1,800,000    
Initial $4,000,000
    $1,000,000  
    $4,000,000 - $141,000,000    
None
    $4,000,000 - $90,000,000    
None
 
   
Over $141,000,000
      100%    
Over $90,000,000
      100%  
 
The single maximum risks per occurrence to which the Company is subject under the new treaties effective July 1, 2015 are as follows:

   
July 1, 2015 - June 30, 2016
 
Treaty
 
Extent of Loss
   
Risk Retained
 
Personal Lines
 
Initial $750,000
    $450,000  
    $750,000 - $4,500,000    
None(1)
 
   
Over $4,500,000
      100%  
                 
Personal Umbrella
 
Initial $1,000,000
    $100,000  
    $1,000,000 - $3,000,000    
None(1)
 
   
Over $3,000,000
      100%  
                 
Commercial Lines
 
Initial $425,000
    $425,000  
    $425,000 - $4,500,000    
None(1)
 
   
Over $4,500,000
      100%  
                 
Commercial Auto
 
Initial $300,000
    $300,000  
    $300,000 - $2,000,000    
None(1)
 
   
Over $2,000,000
      100%  
                 
Catastrophe (2)
 
Initial $4,000,000
    $2,400,000  
    $4,000,000 - $180,000,000    
None
 
   
Over $180,000,000
      100%  
________________
 
(1)  
Covered by excess of loss treaties.
 
(2)  
Catastrophe coverage is limited on an annual basis to two times the per occurrence amounts.
 
 
21

 
 
The Company’s reinsurance program is structured to enable the Company to significantly grow its premium volume while maintaining regulatory capital and other financial ratios generally within or below the expected ranges used for regulatory oversight purposes. The reinsurance program also provides income as a result of ceding commissions earned pursuant to the quota share reinsurance contracts. The Company’s participation in reinsurance arrangements does not relieve the Company of its obligations to policyholders.

Ceding Commission Revenue
 
The Company earns ceding commission revenue under its quota share reinsurance agreements based on: (i) a fixed provisional commission rate at which provisional ceding commissions are earned, and (ii) a sliding scale of commission rates and ultimate treaty year loss ratios on the policies reinsured under each of these agreements based upon which contingent ceding commissions are earned. The sliding scale includes minimum and maximum commission rates in relation to specified ultimate loss ratios.  The commission rate and contingent ceding commissions earned increases when the estimated ultimate loss ratio decreases and, conversely, the commission rate and contingent ceding commissions earned decreases when the estimated ultimate loss ratio increases.

The Company’s estimated ultimate treaty year loss ratios for treaties in effect for the six months and three months ended June 30, 2015 are attributable to contracts for the July 1, 2014/June 30, 2015 treaty year (“2014/2015 Treaties”). The Company’s estimated ultimate treaty year loss ratios for treaties in effect for the six months and three months ended June 30, 2014 are attributable to contracts for the July 1, 2013/June 30, 2014 treaty year (“2013/2014 Treaties”).

Treaties in effect for the six months and three months ended June 30, 2015

The Company’s estimated ultimate loss ratios (“Loss Ratios”) for the period July 1, 2014 through June 30, 2015, which are attributable to contracts for the 2014/2015 Treaties, were lower than the contractual Loss Ratios at which the provisional ceding commissions are earned. As a result of severe winter weather during February and March 2015, the Loss Ratios were greater than what would have been expected during an ordinary winter. Accordingly, for the six months ended June 30, 2015, the Company’s contingent ceding commission earned was reduced as a result of the increase in estimated Loss Ratios for the 2014/2015 Treaties.

Treaties in effect for the six months and three months ended June 30, 2014

The Company’s Loss Ratios for the period July 1, 2013 through June 30, 2014, which are attributable to contracts for the 2013/2014 Treaties, were lower than the contractual Loss Ratios at which the provisional ceding commissions are earned. As a result of severe winter weather during January and February 2014, the Loss Ratios attributable to these treaties as of June 30, 2014 were greater than the Loss Ratios as of December 31, 2013. Accordingly, for the six months ended June 30, 2014, the Company’s contingent ceding commission earned was reduced as a result of the increase in estimated Loss Ratios for the 2013/2014 Treaties.

In addition to the treaties that were in effect for six months and three months ended June 30, 2015 and 2014, the estimated ultimate loss ratios from prior years’ treaties are subject to change as loss reserves from those periods increase or decrease, resulting in an increase or decrease in the commission rate and contingent ceding commissions earned.

 
22

 

Ceding commissions earned consists of the following:

   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
 Provisional ceding commissions earned
  $ 2,964,924     $ 3,629,871     $ 5,879,953     $ 7,006,747  
 Contingent ceding commissions earned
    690,598       76,178       864,973       80,585  
    $ 3,655,522     $ 3,706,049     $ 6,744,926     $ 7,087,332  
 
Provisional ceding commissions are settled monthly. Balances due from reinsurers for contingent ceding commissions on quota share treaties are settled annually based on the loss ratio of each treaty year that ends on June 30.

Note 7 – Bank Line of Credit
 
Kingstone maintains 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 $600,000 (the “Credit Limit”). Advances extended under the Trustco Agreement will bear interest at a floating rate based on the Lender’s prime rate, which was 3.75% at June 30, 2015.
 
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. The line of credit is subject to annual renewal at the discretion of the Lender. 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.
 
The line of credit is used for general corporate purposes.
 
There were no outstanding balances under the bank line of credit as of June 30, 2015 and December 31, 2014, or during the six months ended June 30, 2015 and 2014. There are no other fees in connection with this credit line.
 
Note 8 – Stockholders’ Equity
 
Dividend Declared

Dividends declared and paid on Common Stock were $732,190 and $582,439 for the six months ended June 30, 2015 and 2014, respectively. Dividends declared and paid on Common Stock were $366,685 and $291,776 for the three months ended June 30, 2015 and 2014, respectively. The Company’s Board of Directors approved a quarterly dividend on August 11, 2015 of $.05 per share payable in cash on September 15, 2015 to stockholders of record as of August 31, 2015 (see Note 13).

Stock Options

Pursuant to the Company’s 2005 Equity Participation Plan (the “2005 Plan”), which provides for the issuance of incentive stock options, non-statutory stock options and restricted stock, a maximum of 700,000 shares of the Company’s Common Stock are permitted to be issued pursuant to options granted and restricted stock issued. Effective August 12, 2014, the Company adopted the 2014 Equity Participation Plan (the “2014 Plan”) pursuant to which, subject to stockholder approval on or before August 12, 2015, a maximum of 700,000 shares of Common Stock of the Company are authorized to be issued pursuant to the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock and stock bonuses.  The stockholders approved the 2014 Plan on August 11, 2015. Incentive stock options granted under the 2014 Plan and 2005 Plan expire no later than ten years from the date of grant (except no later than five years for a grant to a 10% stockholder). The Board of Directors or the Stock Option Committee determines the expiration date with respect to non-statutory stock options and the vesting provisions for restricted stock granted under the 2014 Plan and 2005 Plan.

 
23

 
 
The results of operations for the six months ended June 30, 2015 and 2014 include stock-based stock option compensation expense totaling approximately $78,000 and $27,000, respectively. The results of operations for the three months ended June 30, 2015 and 2014 include stock-based stock option compensation expense totaling approximately $39,000 and $13,000, respectively. Stock-based compensation expense related to stock options is net of estimated forfeitures of 17% for the six months and three months ended June 30, 2015 and 20% for the six months and three months ended June 30, 2014. Such amounts have been included in the condensed consolidated statements of income and comprehensive income within other operating expenses.

Stock-based compensation expense in 2015 and 2014 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. No stock options were granted during the six months ended June 30, 2015 and 2014.

A summary of stock option activity under the Company’s 2005 Plan for the six months ended June 30, 2015 is as follows:
 
Stock Options
 
Number of Shares
   
Weighted Average Exercise Price per Share
   
Weighted Average Remaining Contractual Term
   
Aggregate Intrinsic Value
 
                         
Outstanding at January 1, 2015
    421,250     $ 5.16       3.13     $ 1,258,013  
                                 
Granted
    -     $ -       -     $ -  
Exercised
    (120,000 )   $ 2.50       -     $ 650,400  
Forfeited
    -     $ -       -     $ -  
                                 
Outstanding at June 30, 2015 (1)
    301,250     $ 6.22       3.79     $ 414,325  
                                 
Vested and Exercisable at June 30, 2015
    112,500     $ 6.06       3.75     $ 173,038  
 
(1)  
On August 12, 2014, an additional 50,000 options were granted under the 2014 Plan, which were subject to stockholder approval. The stockholders approved the 2014 Plan on August 11, 2015.
 
The aggregate intrinsic value of options outstanding and options exercisable at June 30, 2015 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 $7.60 closing price of the Company’s Common Stock on June 30, 2015. The total intrinsic value of options exercised in the six months ended June 30, 2015 was $650,400, determined as of the date of exercise.
 
 
24

 
 
Participants in the 2014 Plan and 2005 Plan may exercise their outstanding vested options, in whole or in part, by having the Company reduce the number of shares otherwise issuable by a number of shares having a fair market value equal to the exercise price of the option being exercised (“Net Exercise”). All of the 120,000 options exercised during the six months ended June 30, 2015 were Net Exercises. A total of 58,865 options were exercised during the six months ended June 30, 2014.
 
As of June 30, 2015, the fair value of unamortized compensation cost related to unvested stock option awards was approximately $84,000. Unamortized compensation cost as of June 30, 2015 is expected to be recognized over a remaining weighted-average vesting period of .94 years.

As of June 30, 2015, there were 1,135 shares reserved for grants under the 2005 Plan and 650,000 shares reserved for grants under the 2014 Plan.

Note 9 – Income Taxes

Income taxes for the six months ended June 30, 2015 and 2014 were computed using the effective tax rate estimated to be applicable for the full year, which is subject to ongoing review and evaluation by management. 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. The Company’s effective tax rate from operations for the six months ended June 30, 2015 and 2014 was 33.6% and 31.7%, respectively.

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

 
25

 
 
   
June 30,
   
December 31,
 
   
2015
   
2014
 
             
 Deferred tax asset:
           
 Net operating loss carryovers (1)
  $ 174,237     $ 211,550  
 Claims reserve discount
    591,925       562,941  
 Unearned premium
    1,954,485       1,741,360  
 Deferred ceding commission revenue
    2,151,631       2,025,224  
 Other
    61,332       88,148  
 Total deferred tax assets
    4,933,610       4,629,223  
                 
 Deferred tax liability:
               
 Investment in KICO (2)
    1,169,000       1,169,000  
 Deferred acquisition costs
    3,318,087       3,055,234  
 Intangibles
    678,529       759,400  
 Depreciation and amortization
    346,382       291,689  
 Net unrealized appreciation of securities - available for sale
    309,656       491,080  
 Total deferred tax liabilities
    5,821,654       5,766,403  
                 
 Net deferred income tax liability
  $ (888,044 )   $ (1,137,180 )
_____________________________
 
(1)  
The deferred tax assets from net operating loss carryovers (“NOL”) are as follows:

   
June 30,
   
December 31,
   
 Type of NOL
 
2015
   
2014
 
Expiration
 State only (A)
  $ 491,673     $ 567,188  
December 31, 2035
 Valuation allowance
    (331,036 )     (372,638 )  
 State only, net of valuation allowance
    160,637       194,550    
 Amount subject to Annual Limitation, federal only (B)
    13,600       17,000  
December 31, 2019
 Total deferred tax asset from net operating loss carryovers
  $ 174,237     $ 211,550    

(A) Kingstone generates operating losses for state purposes and has prior year NOLs available. The state NOL as of June 30, 2015 and December 31, 2014 was approximately $7,564,000 and $6,834,000, respectively. KICO, the Company’s insurance underwriting subsidiary, is not subject to state income taxes. KICO’s state tax obligations are paid through a gross premiums tax, which is included in the condensed consolidated statements of income and comprehensive income within other underwriting expenses. A valuation allowance has been recorded due to the uncertainty of generating enough state taxable income to utilize 100% of the available state NOLs over their remaining lives, which expire between 2027 and 2035. Effective January 1, 2015, the enacted state tax rate was reduced to 6.5% from 8.33%, resulting in a current period decrease in the available benefit of the state NOL, net of the corresponding valuation adjustment. The decrease in the available benefit of the state net NOL increased the tax provision in the current period by $49,881.
 
(B) The Company has an NOL of $40,000 that is subject to Internal Revenue Code Section 382, which places a limitation on the utilization of the federal NOL 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.
 
(2)  
Deferred tax liability -  investment in KICO
 
On July 1, 2009, the Company completed the acquisition of 100% of the issued and outstanding common stock of KICO (formerly known as Commercial Mutual Insurance Company (“CMIC”)) pursuant to the conversion of CMIC from an advance premium cooperative to a stock property and casualty insurance company. Pursuant to the plan of conversion, the Company acquired a 100% equity interest in KICO, in consideration for the exchange of $3,750,000 principal amount of surplus notes of CMIC. In addition, the Company forgave all accrued and unpaid interest on the surplus notes as of the date of conversion. As of the date of acquisition, unpaid accrued interest on the surplus notes along with the accretion of the discount on the original purchase of the surplus notes totaled $2,921,319 (together “Untaxed Interest”). As of the date of acquisition, the deferred tax liability on the Untaxed Interest was $1,169,000. Under GAAP guidance for business combinations, a temporary difference with an indefinite life exists when the parent has a lower carrying value of its subsidiary for income tax purposes. The Company is required to maintain its deferred tax liability of $1,169,000 related to this temporary difference until the stock of KICO is sold, or the assets of KICO are sold or KICO and the parent are merged.
 
 
26

 
 
In assessing the valuation of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. No valuation allowance against deferred tax assets has been established, except for NOL limitations, as the Company believes it is more likely than not the deferred tax assets will be realized based on the historical taxable income of KICO, or by offset to deferred tax liabilities.

The Company had no material unrecognized tax benefit and no adjustments to liabilities or operations were required. There were no interest or penalties related to income taxes that have been accrued or recognized as of and for the six months ended June 30, 2015 and 2014. If any had been recognized these would be reported in income tax expense.

IRS Tax Audit

The tax returns for years ended December 31, 2011 through 2014 are subject to examination, generally for three years after filing.

In March 2014, the Company received a notice that its federal income tax returns for the years ended December 31, 2011 and 2012 were selected for examination by the Internal Revenue Service. On March 31, 2014, the Company was notified that the examination was cancelled.

Note 10 - 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 common 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 common share excludes those options with an exercise price in excess of the average market price of the Company’s common shares during the periods presented.
 
The computation of diluted earnings per common share excludes outstanding options in periods where the exercise of such options would be anti-dilutive. For the six months ended June 30, 2015 and 2014, the inclusion of 77,500 and 7,500 options, respectively, in the computation of diluted earnings per common share would have been anti-dilutive for the periods and, as a result, the weighted average number of common shares used in the calculation of diluted earnings per common share has not been adjusted for the effect of such options. For the three months ended June 30, 2015 and 2014, the inclusion of 77,500 and 18,750 options, respectively, in the computation of diluted earnings per common share would have been anti-dilutive for the periods and, as a result, the weighted average number of common shares used in the calculation of diluted earnings per common share has not been adjusted for the effect of such options.
 
 
27

 
 
The reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per common share follows:
 
   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
 Weighted average number of shares outstanding
    7,337,817       7,287,935       7,328,098       7,277,313  
 Effect of dilutive securities, common share equivalents
    25,171       70,345       27,810       75,296  
                                 
 Weighted average number of shares outstanding,
                               
 used for computing diluted earnings per share
    7,362,988       7,358,280       7,355,908       7,352,609  
 
Note 11 - Commitments and Contingencies

Litigation

From time to time, the Company is involved in various legal proceedings in the ordinary course of business. For example, to the extent a claim 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.

State Insurance Regulation

In the aftermath of Superstorm Sandy, the New York State Department of Financial Services (the “DFS”) adopted various regulations that affect insurance companies that operate in the state of New York.  Included among the regulations are accelerated claims investigation and settlement requirements and mandatory participation in non-binding mediation proceedings funded by the insurer. Further, in February 2013, the state of New York announced that the DFS commenced an investigation into the claims practices of three insurance companies, including KICO, in connection with Superstorm Sandy claims.  The DFS stated that the three insurers had a much larger than average consumer complaint rate with regard to Superstorm Sandy claims and indicated that the three insurers were being investigated for (i) failure to send adjusters in a timely manner; (ii) failure to process claims in a timely manner; and (iii) inability of homeowners to contact insurance company representatives.  KICO received a letter from the DFS seeking information and data with regard to the foregoing. KICO has cooperated with the DFS in connection with its investigation. On March 14, 2013, KICO supplied requested information and met with the DFS on May 23, 2013. KICO has not received a response from the DFS since its meeting on May 23, 2013 and believes that such matter will not have any effect on the Company’s financial position or results of operations.
 
Office Lease

On March 27, 2015, the Company entered into a lease agreement for an additional office facility for KICO located in Valley Stream, NY under a non-cancelable operating lease. In addition to the base rental costs, occupancy lease agreements generally provide for rent escalations resulting from increased assessments from real estate taxes and other charges.
 
 
28

 
 
The lease commencement date was July 1, 2015 and rent commencement begins January 1, 2016. The lease has a term of seven years and six months.
 
Rent expense under the lease will be recognized on a straight-line basis over the lease term.
 
As of June 30, 2015, aggregate future minimum rental commitments under this agreement are as follows:
 
 For the Year
     
 Ending
     
 December 31,
 
Total
 
2015
  $ -  
2016
    100,750  
2017
    104,276  
2018
    107,926  
2019
    111,703  
 Thereafter
    359,119  
 Total
  $ 783,774  
 
There was no rent expense for the six months and three months ended June 30, 2015 and 2014.
 
Note 12 – Premium Finance Placement Fees
 
The Company’s 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 provided premium financing in connection with the obtaining of insurance policies. Effective February 1, 2008, Payments sold its outstanding premium finance loan portfolio.  The purchaser of the portfolio (the “Purchaser”) agreed that, during the five year period ended February 1, 2013 (which period was extended to February 1, 2015), it would purchase, assume and service all eligible premium finance contracts originated by Payments in the state of New York (the “Agreement”). In connection with such purchases, Payments was entitled to receive a fee generally equal to a percentage of the amount financed.
 
On July 17, 2014, the Purchaser terminated the Agreement effective February 1, 2015. Following any expiration or termination of the obligation of the Purchaser to purchase premium finance contracts, Payments was entitled to receive the fees for an additional two years (“Termination Period”) with regard to contracts for policies from the Company’s producers. On March 26, 2015, the Company and the Purchaser agreed to amend the Termination Period to end as of March 31, 2015. The Company received a one-time payment of $350,000 in exchange for the fees that the Company would have received during the Termination Period. The Company’s premium financing business consisted of the placement fees that Payments earned from placing contracts.
 
 
29

 
 
Placement fee revenue included in other income and the related direct expenses included in other operating expenses in the condensed consolidated statements of net income and comprehensive income are as follows (unaudited):
 
   
For the Three Months Ended
   
For the Six Months Ended
 
   
June 30,
   
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
 Placement fee revenue
  $ -     $ 59,717     $ 54,343     $ 129,160  
 Early termination fee
                    350,000       -  
 Direct expenses
    -       (17,498 )     (12,989 )     (29,036 )
 Net income before taxes from placement fees
  $ -     $ 42,219     $ 391,354     $ 100,124  
 
Note 13 – Subsequent Events
 
The Company has evaluated events that occurred subsequent to June 30, 2015 through the date these financial statements were issued for matters that required disclosure or adjustment in these condensed consolidated financial statements.

Dividends Declared and Paid

On August 11, 2015, the Company’s Board of Directors approved a quarterly dividend of $.05 per share payable in cash on September 15, 2015 to stockholders of record as of August 31, 2015.

Stock Options

On August 11, 2015, the Company received stockholder approval of the adoption of the 2014 Plan.

Reinsurance

The Company entered into new annual reinsurance treaties with different terms effective July 1, 2015.

 
30

 
 
ITEM 2.                      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”). KICO’s insureds are located primarily in downstate New York, consisting of New York City, Long Island and Westchester County.
 
We derive substantially all of our revenue from KICO, which includes revenues from earned premiums, ceding commissions from quota share reinsurance, net investment income generated from its portfolio, and net realized gains and losses on investment securities.  All of KICO’s insurance policies are for a one year period. Earned premiums represent premiums received from insureds, which are recognized as revenue over the period of time that insurance coverage is provided (i.e., ratably over the one year life of the policy). A significant period of time 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 losses incurred by policyholders, which are commonly referred to as claims. In settling these claims for losses, various loss adjustment expenses (“LAE”) are incurred such as insurance adjusters’ fees and litigation expenses. In addition, insurance companies incur policy acquisition costs. Policy acquisition costs include commissions paid to producers, premium taxes, and other expenses related to the underwriting process, including employees’ compensation and benefits.
 
Other operating expenses include our corporate expenses as a holding company. These expenses include legal and auditing fees, executive employment costs, and other costs directly associated with being a public company.
 
Product Lines
 
Our 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, cooperative and condominium, renters, equipment breakdown and service line endorsements, and personal umbrella policies.
 
Commercial liability: We offer business owners policies, which consist primarily of small business retail risks without a residential exposure. We also write artisan’s liability policies and special multi-peril property and liability policies.
 
Commercial automobile: We provided physical damage and liability coverage for light vehicles owned by small contractors and artisans. Due to the poor performance of this line, effective October 1, 2014, we decided to no longer accept new commercial auto policies. In February 2015, we decided to no longer offer renewals to our existing commercial auto policies beginning with those that expired on or after May 1, 2015.
 
Livery physical damage: We write for-hire vehicle physical damage only policies for livery and car service vehicles and taxicabs. These policies insure only the physical damage portion of insurance for such vehicles, with no liability coverage included.
 
Other:  We write canine legal liability policies and also have a small participation in mandatory state joint underwriting associations.
 
 
31

 
 
Key Measures
 
We utilize the following key measures in analyzing the results of our insurance underwriting business:
 
Net loss ratio: The net loss ratio is a measure of the underwriting profitability of an insurance company’s business.  Expressed as a percentage, this is the ratio of net losses and loss adjustment expenses (“LAE”) incurred to net premiums earned.
 
Net underwriting expense ratio:  The net underwriting expense ratio is a measure of an insurance company’s operational efficiency in administering its business. Expressed as a percentage, this is the ratio of the sum of acquisition costs (the most significant being commissions paid to our producers) and other underwriting expenses less ceding commission revenue less other income to net premiums earned.
 
Net combined ratio:  The net combined ratio is a measure of an insurance company’s overall underwriting profit. This is the sum of the net loss and net underwriting expense ratios. If the net combined ratio is at or above 100 percent, an insurance company cannot be profitable without investment income, and may not be profitable if investment income is insufficient.
 
Underwriting income: Underwriting income is net pre-tax income attributable to our insurance underwriting business before investment activity. It excludes net investment income, net realized gains from investments, and depreciation and amortization (net premiums earned less expenses included in combined ratio). Underwriting income is a measure of an insurance company’s overall operating profitability before items such as investment income, depreciation and amortization, interest expense and income taxes.
 
Critical Accounting Policies and Estimates
 
Our condensed consolidated financial statements include the accounts of Kingstone Companies, Inc. and all majority-owned and controlled subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make estimates and assumptions in certain circumstances that affect amounts reported in our 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 ceding commission revenue, deferred policy acquisition costs, deferred income taxes, the impairment of investment securities, intangible assets and the valuation of stock-based compensation. See Note 2 to the condensed consolidated financial statements - “Accounting Policies” for information related to updated accounting policies.
 
 
32

 
 
Consolidated Results of Operations
 
Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014
 
The following table summarizes the changes in the results of our operations (in thousands) for the periods indicated:
 
   
Six months ended June 30,
 
($ in thousands)
 
2015
   
2014
   
Change
   
Percent
 
 Revenues
                       
 Direct written premiums
  $ 42,656     $ 36,598     $ 6,058       16.6  %
 Assumed written premiums
    22       16       6       37.5   %
      42,678       36,614       6,064       16.6   %
 Ceded written premiums
                               
 Ceded to quota share treaties
    16,012       19,997       (3,985 )     (19.9 ) %
 Ceded to excess of loss treaties
    577       424       153       36.1   %
 Ceded to catastrophe treaties
    2,079       1,107       972       87.8   %
 Total ceded written premiums
    18,668       21,528       (2,860 )     (13.3 ) %
                                 
 Net written premiums
    24,010       15,086       8,924       59.2   %
 Change in net unearned premiums
    (2,758 )     (2,730 )     (28 )     1.0   %
 Net premiums earned
    21,252       12,356       8,896       72.0   %
                                 
 Ceding commission revenue
                               
 Excluding the effect of catastrophes
    8,026       7,604       422       5.5   %
 Effect of catastrophes (1)
    (1,281 )     (517 )     (764 )     147.8   %
 Total ceding commission revenue
    6,745       7,087       (342 )     (4.8 ) %
 Net investment income
    1,200       831       369       44.4   %
 Net realized gain on investments
    (65 )     323       (388 )     (120.1 ) %
 Other income
    1,024       478       546       114.2   %
 Total revenues
    30,156       21,075       9,081       43.1   %
                                 
 Expenses
                               
 Loss and loss adjustment expenses
                               
 Direct and assumed:
                               
 Loss and loss adjustment expenses excluding the effect of catastrophes
    16,477       15,223       1,254       8.2   %
 Losses from catastrophes (1)
    4,472       3,764       708       18.8   %
 Total direct and assumed loss and loss adjustment expenses
    20,949       18,987       1,962       10.3   %
                                 
 Ceded loss and loss adjustment expenses:
                               
 Loss and loss adjustment expenses excluding the effect of catastrophes
    6,655       8,831       (2,176 )     (24.6 ) %
 Losses from catastrophes (1)
    2,460       2,823       (363 )     (12.9 ) %
 Total ceded loss and loss adjustment expenses
    9,115       11,654       (2,539 )     (21.8 ) %
                                 
 Net loss and loss adjustment expenses:
                               
 Loss and loss adjustment expenses excluding the effect of catastrophes
    9,822       6,392       3,430       53.7   %
 Losses from catastrophes (1)
    2,012       941       1,071       113.8   %
 Net loss and loss adjustment expenses
    11,834       7,333       4,501       61.4   %
                                 
 Commission expense
    7,012       5,486       1,526       27.8   %
 Other underwriting expenses
    5,961       4,811       1,150       23.9   %
 Other operating expenses
    706       588       118       20.1   %
 Depreciation and amortization
    482       393       89       22.6   %
 Total expenses
    25,996       18,611       7,384       39.7   %
                                 
 Income from operations before taxes
    4,160       2,464       1,697       68.9   %
 Provision for income tax
    1,398       782       616       78.8   %
 Net income
  $ 2,762     $ 1,682     $ 1,081       64.3   %
 
(1) For the six months ended June 30, 2015 and 2014, includes the effects of severe winter weather (which we define as a catastrophe). We define a “catastrophe” as an event or series of related events that involve multiple first party policyholders, or an event or series of events that produce 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 or series of events.  Catastrophes are caused by various natural events including high winds, excessive rain, winter storms, severe winter weather, tornadoes, hailstorms, wildfires, tropical storms, and hurricanes.
 
 
33

 
 
   
Six months ended June 30,
 
   
2015
   
2014
   
Percentage Point Change
   
Percent Change
 
                         
 Key ratios:
                       
 Net loss ratio
    55.7   %     59.3   %     (3.6 )     (6.1 ) %
 Net underwriting expense ratio
    27.2   %     23.3   %     3.9       16.7   %
 Net combined ratio
    82.9   %     82.6   %     0.3       0.4   %
 
Direct Written Premiums
 
Direct written premiums during the six months ended June 30, 2015 (“2015”) were $42,656,000 compared to $36,598,000 during the six months ended June 30, 2014 (“2014”). The increase of $6,058,000, or 16.6%, was primarily due to an increase in policies in-force during 2015 as compared to 2014. We wrote more new policies as a result of continued demand for our products in the markets that we serve. Policies in-force increased by 18.3% as of June 30, 2015 compared to June 30, 2014.
 
Our growth rate in direct premiums written was dampened somewhat due to the suspension, effective October 1, 2014, of the writing of new policies in our commercial auto line of business due to a history of poor underwriting results. Our direct written premiums in our other lines of business grew by 22.1% in 2015 compared to 2014.
 
Net Written Premiums and Net Premiums Earned
 
The following table describes the quota share reinsurance rates in effect during 2015 and 2014. For purposes of the discussion herein, the change in quota share rates on July 1 of each year will be referred to as “the Cut-off”. This table should be referred to in conjunction with the discussions for net written premiums, net premiums earned, ceding commission revenue and net loss and loss adjustment expenses that follow.
 
   
Six months ended
 
   
June 30,
 
   
2015
   
2014
 
   
("2014/2015 Treaty")
   
("2013/2014 Treaties")
 
             
 Quota share reinsurance rates
           
 Personal lines
    55   %     75   %
 Commercial lines
 
none
      25   %
 
Net written premiums increased $8,924,000, or 59.2%, to $24,010,000 in 2015 from $15,086,000 in 2014. Net written premiums include direct and assumed premiums, less the amount of written premiums ceded under our reinsurance treaties (quota share, excess of loss and catastrophe). Our personal lines business is subject to a quota share treaty and our commercial lines business was subject to a quota share treaty through June 30, 2014. A reduction to the quota share percentage or elimination of a quota share treaty will reduce our ceded written premiums, which will result in a corresponding increase to our net written premiums. Effective July 1, 2014, we terminated our commercial lines quota share treaty. The previous commercial lines quota share treaty effective July 1, 2013 had a quota share percentage of 25%. Also, effective July 1, 2014, we decreased the quota share percentage in our personal lines quota share treaty from 75% to 55%. The Cut-off of these treaties on July 1, 2014 results in the return of unearned premiums from our reinsurers that were previously ceded under the expiring quota share treaties.
 
 
34

 
 
Most of the premiums written under our personal lines are also subject to our catastrophe treaty. An increase in our personal lines business gives rise to more property exposure, which increases our exposure to catastrophe risk; therefore, our premiums for catastrophe insurance will increase. This results in an increase in premiums ceded under our catastrophe treaty, which reduces net written premiums. An increase in written premiums will also increase the premiums ceded under our excess of loss treaties, which will also reduce our net written premiums. In 2015, our catastrophe and excess of loss reinsurance premiums increased by $972,000 and $153,000, respectively, over the premiums in 2014.
 
Net premiums earned increased $8,896,000, or 72.0%, to $21,252,000 in 2015 from $12,356,000 in 2014. The increase was primarily due to us retaining more earned premiums as result of the reduction of the quota share percentage in our personal lines quota share treaty and the elimination of the commercial lines treaty on July 1, 2014. The decreases in our quota share percentages from the July 1, 2014 Cut-offs gave us a return of premiums previously ceded, which has the effect of increasing our net premiums earned during the twelve month period after the Cut-offs. In addition, as premiums written earn ratably over a twelve month period, net premiums earned in 2015 increased from the higher net written premiums for the twelve months ended June 30, 2015 compared to the twelve months ended June 30, 2014.
 
Ceding Commission Revenue
 
The following table describes the quota share provisional ceding commission rates in effect during 2015 and 2014. This table should be referred to in conjunction with the discussion for ceding commission revenue that follows.
 
   
Six months ended
 
   
June 30,
 
   
2015
   
2014
 
   
("2014/2015 Treaty")
   
("2013/2014 Treaties")
 
             
 Provisional ceding commission rate on quota share treaty
           
 Personal lines
    40   %     40   %
 Commercial lines
 
none
      36   %
 
The following table summarizes the changes in the components of ceding commission revenue (in thousands) for the periods indicated:
 
   
Six months ended June 30,
 
($ in thousands)
 
2015
   
2014
   
Change
   
Percent
 
                         
 Provisional ceding commissions earned
  $ 5,880     $ 7,006     $ (1,126 )     (16.1 ) %
                                 
 Contingent ceding commissions earned
                               
 Contingent ceding commissions earned excluding
                               
 the effect of catastrophes
    2,146       598       1,548       258.9   %
 Effect of catastrophes on ceding commissions earned
    (1,281 )     (517 )     (764 )     147.8   %
 Contingent ceding commissions earned
    865       81       784       967.9   %
                                 
 Total ceding commission revenue
  $ 6,745     $ 7,087     $ (342 )     (4.8 ) %
 
Ceding commission revenue was $6,745,000 in 2015 compared to $7,087,000 in 2014. The decrease of $342,000, or 4.8%, was due to a decrease in provisional ceding commissions earned partially offset by an increase in contingent ceding commissions earned. We receive a provisional ceding commission based on ceded written premiums and a contingent ceding commission based on a sliding scale in relation to the losses incurred under our quota share treaties. The lower the ceded loss ratio, the more contingent commission we receive. The amount of contingent commissions we are eligible to receive under our personal lines quota share treaty in effect from July 1, 2014 to June 30, 2015 is subject to change based on losses incurred from claims with accident dates beginning July 1, 2014. The amount of contingent commissions we are eligible to receive under our prior years’ quota share treaties is subject to change based on losses incurred related to claims with accident dates before July 1, 2014 under those treaties. We did not renew our commercial lines quota share treaty upon its expiration on June 30, 2014.
 
 
35

 
 
Provisional Ceding Commissions Earned
 
The $1,126,000 decrease in provisional ceding commissions earned is due to a decrease in the amount of premiums ceded as a result of the July 1, 2014 Cut-offs. Under the July 1, 2014 Cut-offs, our quota share percentages were reduced in our personal lines from 75% to 55% and in our commercial lines from 25% to 0%.
 
Contingent Ceding Commissions Earned
 
The term of our personal lines reinsurance quota share treaty covers the period from July 1, 2013 to June 30, 2015 (“2013/2015 Treaty”). The 2013/2015 Treaty provides for contingent ceding commissions based on a sliding scale whereby we are entitled to receive between 40% - 57% of the ceded earned premiums; the lower the ceded loss ratio, the higher the percentage we were entitled to receive. The computation to arrive at contingent ceding commission revenue under the 2013/2015 Treaty includes catastrophe losses and LAE incurred from severe winter weather during 2015 and 2014 (see discussion of “Net Loss and LAE” below). Such losses increased our ceded loss ratio in our 2013/2015 Treaty, which reduced our contingent ceding commission revenue in accordance with the sliding scale discussed above in 2015 and 2014 by $1,281,000 and $517,000, respectively. See “Reinsurance” below for changes to our personal lines quota share treaty effective July 1, 2015.
 
Net Investment Income
 
Net investment income was $1,200,000 in 2015 compared to $831,000 in 2014. The increase of $369,000, or 44.4%, was due to an increase in average invested assets in 2015. The increase in cash and invested assets resulted primarily from: (1) the proceeds of $18,804,000 that we received on December 13, 2013 from our public offering being fully deployed in 2015 as compared to the partial deployment in 2014 and (2) increased operating cash flows for the period after June 30, 2014. The pre-tax equivalent investment yield on estimated annual income, excluding cash, was 4.85% and 4.86% as of June 30, 2015 and 2014, respectively.
 
Other Income
 
Other income was $1,024,000 in 2015 compared to $478,000 in 2014. The increase of $546,000, or 114.2%, was primarily due to the $350,000 we received as early settlement of the termination agreement that generated placement fees in our premium finance business (see Note 12 to the Condensed Consolidated Financial Statements).
 
 
36

 
 
Net Loss and LAE
 
Net loss and LAE was $11,834,000 in 2015 compared to $7,333,000 in 2014. The net loss ratio was 55.7% in 2015 compared to 59.3% in 2014, a decrease of 3.6 percentage points. The following graphs summarize the changes in the components of net loss ratio for the periods indicated:

 
During 2015, our net loss ratio decreased compared to 2014 due to a decrease in the core loss ratio excluding severe winter weather and prior year development. The core loss ratio declined 2.9 points, to 45.9% in 2015 from 48.8% in 2014. The impact of prior year loss and LAE development was negligible at 0.4% in 2015, compared to 2.9% in 2014, an improvement of 2.5 percentage points. The impact of severe winter weather is determined as the losses incurred over and above those expected in an average winter season. The impact of severe winter weather in 2015 was greater than the impact experienced in 2014, as severe winter weather had a 9.5% impact on the net loss ratio in 2015 compared to 7.6% in 2014. The provision in our current year catastrophe reinsurance treaty that added coverage for winter storm losses in excess of $4,000,000 over any 28 day period was not triggered by the winter weather in 2015. The improvement in the core net loss ratio was driven by favorable results for personal lines compared to 2014 and a continued shift in the net earned premium mix towards lines of business that have a lower core loss ratio such as personal lines and livery physical damage. See table below under “Additional Financial Information” summarizing net loss ratios by line of business.
 
Commercial Auto Line of Business
 
Effective October 1, 2014 we decided to no longer accept applications for new commercial auto coverage. The action was taken following a series of underwriting and pricing measures which were intended to improve the profitability of this line of business.  The actions taken did not yield the hoped for results. In February 2015, we decided to no longer offer renewals to our existing commercial auto policies beginning with those that expired on or after May 1, 2015. As of December 31, 2014, we had 730 commercial auto policies in force, which represented 1.6% of our policies in force. As of June 30, 2015, we had 390 commercial auto policies in force, which represented 0.8% of our policies in force.

 
37

 
 
Commission Expense
 
Commission expense was $7,012,000 in 2015 or 18.0% of direct earned premiums. Commission expense was $5,486,000 in 2014 or 17.3% of direct earned premiums. The increase of $1,526,000, or 27.8%, is due to the increase in direct written premiums in 2015 as compared to 2014, a change in the mix of business to lines of business with higher commission rates, and an increase in contingent commissions.
 
Other Underwriting Expenses
 
Other underwriting expenses were $5,961,000 in 2015 compared to $4,811,000 in 2014. The increase of $1,150,000, or 23.9%, in other underwriting expenses was primarily due to expenses directly and indirectly related to growth in direct written premiums, and rate increases in state assessed regulatory fees and state taxes based on premiums written. Expenses directly related to the increase in direct written premiums primarily consist of underwriting expenses, software usage fees and state premium taxes. Expenses indirectly related to the increase in direct written premiums primarily consist of salaries along with related other employment costs. Salaries and employment costs were $2,678,000 in 2015 compared to $2,182,000 in 2014. The increase of $496,000, or 22.7%, was due to hiring of additional staff to service our current level of business and anticipated growth in volume. In addition, there were annual rate increases in both salaries and the cost of employee benefits. Other underwriting expenses as a percentage of direct written premiums increased to 14.0% in 2015 from 13.1% in 2014. Other underwriting expenses as a percentage of direct earned premiums increased to 15.3% in 2015 from 15.2% in 2014.

Our net underwriting expense ratio in 2015 was 27.2% compared with 23.3% in 2014. The following table shows the individual components of our net underwriting expense ratio for the periods indicated:
 
   
Six months ended
       
   
June 30,
   
Percentage
 
   
2015
   
2014
   
Point Change
 
                   
 Ceding commission revenue - provisional
    (27.7 ) %     (56.6 ) %     28.9  
 Ceding commission revenue - contingent
    (4.1 )     (0.7 )     (3.4 )
 Other income
    (2.1 )     (2.7 )     0.6  
 Acquistion costs and other underwriting expenses:
                       
 Commission expense
    33.1       44.4       (11.3 )
 Other underwriting expenses
    28.0       38.9       (10.9 )
 Net underwriting expense ratio
    27.2   %     23.3   %     3.9  
 
The increase of 3.9 percentage points was due to the individual components of provisional ceding commission revenue, commission expense and other underwriting expenses and their relation to the increase in net premiums earned as a result of the additional retention resulting from the Cut-offs to our quota share treaties on July 1, 2014.
 
Other Operating Expenses
 
Other operating expenses, related to the expenses of our holding company, were $706,000 in 2015 compared to $588,000 in 2014. The increase in 2015 of $118,000, or 20.1%, was primarily due to an increase in the rate of executive compensation, higher stock-based compensation expense from additional options granted to our chief executive officer in August 2014 pursuant to his amended employment agreement, and an increase in investor relation fees.
 
 
38

 
 
 Depreciation and Amortization
 
Depreciation and amortization was $482,000 in 2015 compared to $393,000 in 2014. The increase of $89,000, or 22.6%, in depreciation and amortization was primarily due to depreciation on newly purchased assets used to upgrade our systems infrastructure and the building from which we operate.
 
Income Tax Expense
 
Income tax expense in 2015 was $1,398,000, which resulted in an effective tax rate of 33.6%. Income tax expense in 2014 was $782,000, which resulted in an effective tax rate of 31.7%. Income before taxes was $4,160,000 in 2015 compared to $2,464,000 in 2014. The increase in the effective tax rate by 1.9 percentage points in 2015 is a result of the change in the enacted state tax rate resulting in a current period decrease in the deferred tax benefit of our state net operating losses, net of the corresponding valuation adjustment. This increase was partially offset by the benefits of permanent differences generated from investment income as a result of the increase in our invested assets.
 
Net Income
 
Net income was $2,762,000 in 2015 compared to $1,682,000 in 2014. The increase in net income of $1,081,000, or 64.3%, was due to the circumstances described above that caused the increase in our net premiums earned, net investment income, and other income, and a decrease in our net loss ratio, partially offset by a decrease in net realized gains and ceding commission revenue, and increases in other underwriting expenses related to premium growth and other operating expenses.
 
Three Months Ended June 30, 2015 Compared to Three Months Ended June 30, 2014
 
The following table summarizes the changes in the results of our operations (in thousands) for the periods indicated:
 
 
39

 

   
Three months ended June 30,
 
($ in thousands)
 
2015
   
2014
   
Change
   
Percent
 
 Revenues
                       
 Direct written premiums
  $ 23,166     $ 20,251     $ 2,915       14.4   %
 Assumed written premiums
    14       8       6       75.0   %
      23,180       20,259       2,921       14.4   %
 Ceded written premiums
                               
 Ceded to quota share treaties
    8,684       10,973       (2,289 )     (20.9 ) %
 Ceded to excess of loss treaties
    270       224       46       20.5   %
 Ceded to catastrophe treaties
    1,094       561       533       95.0   %
 Total ceded written premiums
    10,048       11,758       (1,710 )     (14.5 ) %
                                 
 Net written premiums
    13,132       8,501       4,631       54.5   %
 Change in net unearned premiums
    (2,266 )     (2,072 )     (194 )     9.4   %
 Net premiums earned
    10,866       6,429       4,437       69.0   %
                                 
 Ceding commission revenue
                               
 Excluding the effect of catastrophes
    3,821       3,706       115       3.1   %
 Effect of catastrophes (1)
    (166 )     -       (166 )  
na
 
 Total ceding commission revenue
    3,655       3,706       (51 )     (1.4 ) %
 Net investment income
    626       452       174       38.5   %
 Net realized gain on investments
    2       135       (133 )     (98.5 ) %
 Other income
    393       251       142       56.6   %
 Total revenues
    15,542       10,973       4,569       41.6   %
                                 
 Expenses
                               
 Loss and loss adjustment expenses
                               
 Direct and assumed:
                               
 Loss and loss adjustment expenses excluding the effect of catastrophes
    8,051       7,944       107       1.3   %
 Losses from catastrophes (1)
    387       -       387    
na
 
 Total direct and assumed loss and loss adjustment expenses
    8,438       7,944       494       6.2   %
                                 
 Ceded loss and loss adjustment expenses:
                               
 Loss and loss adjustment expenses excluding the effect of catastrophes
    3,454       4,936       (1,482 )     (30.0 ) %
 Losses from catastrophes (1)
    213       -       213    
na
 
 Total ceded loss and loss adjustment expenses
    3,667       4,936       (1,269 )     (25.7 ) %
                                 
 Net loss and loss adjustment expenses:
                               
 Loss and loss adjustment expenses excluding the effect of catastrophes
    4,597       3,008       1,589       52.8   %
 Losses from catastrophes (1)
    174       -       174     na   %
 Net loss and loss adjustment expenses
    4,771       3,008       1,763       58.6   %
                                 
 Commission expense
    3,600       2,904       696       24.0   %
 Other underwriting expenses
    2,962       2,529       433       17.1   %
 Other operating expenses
    378       338       40       11.8   %
 Depreciation and amortization
    246       210       36       17.1   %
 Total expenses
    11,957       8,989       2,968       33.0   %
                                 
 Income from operations before taxes
    3,585       1,984       1,601       80.7   %
 Provision for income tax
    1,206       629       577       91.7   %
 Net income
  $ 2,379     $ 1,355     $ 1,024       75.6   %
 
(1) For the three months ended June 30, 2015 and 2014, includes the effects of severe winter weather (which we define as a catastrophe). We define a “catastrophe” as an event or series of related events that involve multiple first party policyholders, or an event or series of events that produce 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 or series of events.  Catastrophes are caused by various natural events including high winds, excessive rain, winter storms, severe winter weather, tornadoes, hailstorms, wildfires, tropical storms, and hurricanes.
 
 
40

 
 
   
2015
   
2014
   
Percentage Point Change
   
Percent Change
 
                         
 Key ratios:
                       
 Net loss ratio
    43.9 %     46.8 %     (2.9 )     (6.2 ) %
 Net underwriting expense ratio
    24.6 %     24.0 %     0.6       2.5   %
 Net combined ratio
    68.5 %     70.8 %     (2.3     (3.2 ) %
 
Direct Written Premiums
 
Direct written premiums during the three months ended June 30, 2015 (“Q2-2015”) were $23,166,000 compared to $20,251,000 during the three months ended June 30, 2014 (“Q2-2014”). The increase of $2,915,000, or 14.4%, was primarily due to an increase in policies in-force during Q2-2015 as compared to Q2-2014. We wrote more new policies as a result of continued demand for our products in the markets that we serve. Policies in-force increased by 18.3% as of June 30, 2015 compared to June 30, 2014.
 
Our growth rate in direct premiums written was dampened somewhat due to the suspension, effective October 1, 2014, of the writing of new policies in our commercial auto line of business due to a history of poor underwriting results. Our direct written premiums in our other lines of business grew by 21.0% in Q2-2015 compared to Q2-2014. Policies-in-force in our other lines of business increased by 20.0% as of June 30, 2015 compared to June 30, 2014.
 
Net Written Premiums and Net Premiums Earned
 
The following table describes the quota share reinsurance rates in effect during Q2-2015 and Q2-2014. For purposes of the discussion herein, the change in quota share rates on July 1 of each year will be referred to as “the Cut-off”. This table should be referred to in conjunction with the discussions for net written premiums, net premiums earned, ceding commission revenue and net loss and loss adjustment expenses that follow.
 
   
Three months ended
 
   
June 30,
 
   
2015
   
2014
 
   
("2014/2015 Treaty")
   
("2013/2014 Treaties")
 
             
 Quota share reinsurance rates
           
 Personal lines
    55   %     75   %
 Commercial lines
 
none
      25   %
 
Net written premiums increased $4,631,000, or 54.5%, to $13,132,000 in Q2-2015 from $8,501,000 in Q2-2014. Net written premiums include direct and assumed premiums, less the amount of written premiums ceded under our reinsurance treaties (quota share, excess of loss and catastrophe). Our personal lines business is subject to a quota share treaty and our commercial lines business was subject to a quota share treaty through June 30, 2014. A reduction to the quota share percentage or elimination of a quota share treaty will reduce our ceded written premiums, which will result in a corresponding increase to our net written premiums. Effective July 1, 2014, we terminated our commercial lines quota share treaty. The previous commercial lines quota share treaty effective July 1, 2013 had a quota share percentage of 25%. Also, effective July 1, 2014, we decreased the quota share percentage in our personal lines quota share treaty from 75% to 55%. The Cut-off of these treaties on July 1, 2014 results in the return of unearned premiums from our reinsurers that were previously ceded under the expiring quota share treaties.
 
 
41

 
 
Most of the premiums written under our personal lines are also subject to our catastrophe treaty. An increase in our personal lines business gives rise to more property exposure, which increases our exposure to catastrophe risk; therefore, our premiums for catastrophe insurance will increase. This results in an increase in premiums ceded under our catastrophe treaty, which reduces net written premiums. An increase in written premiums will also increase the premiums ceded under our excess of loss treaties, which will also reduce our net written premiums. In Q2-2015, our catastrophe and excess of loss reinsurance premiums increased by $533,000 and $46,000, respectively, over the premiums in Q2-2014.
 
Net premiums earned increased $4,437,000, or 69.0%, to $10,866,000 in Q2-2015 from $6,429,000 in Q2-2014. The increase was primarily due to us retaining more earned premiums as result of the reduction of the quota share percentage in our personal lines quota share treaty and the elimination of the commercial lines treaty on July 1, 2014. The decreases in our quota share percentages from the July 1, 2014 Cut-offs gave us a return of premiums previously ceded, which has the effect of increasing our net premiums earned during the twelve month period after the Cut-offs. In addition, as premiums written earn ratably over a twelve month period, net premiums earned in Q2-2015 increased from the higher net written premiums for the twelve months ended June 30, 2015 compared to the twelve months ended June 30, 2014.
 
Ceding Commission Revenue
 
The following table describes the quota share provisional ceding commission rates in effect during Q2-2015 and Q2-2014. This table should be referred to in conjunction with the discussion for ceding commission revenue that follows.
 
   
Three months ended
 
   
June 30,
 
   
2015
   
2014
 
   
("2014/2015 Treaty")
   
("2013/2014 Treaties")
 
             
 Provisional ceding commission rate on quota share treaty
           
 Personal lines
    40   %     40   %
 Commercial lines
 
none
      36   %
 
The following table summarizes the changes in the components of ceding commission revenue (in thousands) for the periods indicated:
 
   
Three months ended June 30,
 
($ in thousands)
 
2015
   
2014
   
Change
   
Percent
 
                         
 Provisional ceding commissions earned
  $ 2,965     $ 3,629     $ (664 )     (18.3 ) %
                                 
 Contingent ceding commissions earned
                               
 Contingent ceding commissions earned excluding
                               
 the effect of catastrophes
    856       77       779       1,011.7   %
 Effect of catastrophes on ceding commissions earned
    (166 )     -       (166 )   na   %
 Contingent ceding commissions earned
    690       77       613       796.1   %
                                 
 Total ceding commission revenue
  $ 3,655     $ 3,706     $ (51 )     (1.4 ) %
 
42

 
 
Ceding commission revenue was $3,655,000 in Q2-2015 compared to $3,706,000 in Q2-2014. The decrease of $51,000, or 1.4%, was due to a decrease in provisional ceding commissions earned partially offset by an increase in contingent ceding commissions earned. We receive a provisional ceding commission based on ceded written premiums and a contingent ceding commission based on a sliding scale in relation to the losses incurred under our quota share treaties. The lower the ceded loss ratio, the more contingent commission we receive. The amount of contingent commissions we are eligible to receive under our personal lines quota share treaty in effect from July 1, 2014 to June 30, 2015 is subject to change based on losses incurred from claims with accident dates beginning July 1, 2014. The amount of contingent commissions we are eligible to receive under our prior years’ quota share treaties is subject to change based on losses incurred related to claims with accident dates before July 1, 2014 under those treaties. We did not renew our commercial lines quota share treaty upon its expiration on June 30, 2014.
 
Provisional Ceding Commissions Earned
 
The $664,000 decrease in provisional ceding commissions earned is due to a decrease in the amount of premiums ceded as a result of the July 1, 2014 Cut-offs. Under the July 1, 2014 Cut-offs, our quota share percentages were reduced in our personal lines from 75% to 55% and in our commercial lines from 25% to 0%.
 
Contingent Ceding Commissions Earned
 
The term of our personal lines reinsurance quota share treaty covers the period from July 1, 2013 to June 30, 2015 (“2013/2015 Treaty”). The 2013/2015 Treaty provides for contingent ceding commissions based on a sliding scale whereby we are entitled to receive between 40% - 57% of the ceded earned premiums; the lower the ceded loss ratio, the higher the percentage we were entitled to receive. The computation to arrive at contingent ceding commission revenue under the 2013/2015 Treaty includes catastrophe losses and LAE incurred from severe winter weather during 2015 and 2014 (see discussion of “Net Loss and LAE” below). Such losses increased our ceded loss ratio in our 2013/2015 Treaty, which reduced our contingent ceding commission revenue in accordance with the sliding scale discussed above in 2015 and 2014 by $166,000 and $-0-, respectively. See “Reinsurance” below for changes to our personal lines quota share treaty effective July 1, 2015.
 
Net Investment Income
 
Net investment income was $626,000 in Q2-2015 compared to $452,000 in Q2-2014. The increase of $174,000, or 38.5%, was due to an increase in average invested assets in 2015. The increase in cash and invested assets resulted primarily from increased operating cash flows for the period after June 30, 2014. The pre-tax equivalent investment yield on estimated annual income, excluding cash, was 4.85% and 4.86% as of June 30, 2015 and 2014, respectively.
 
 
43

 
 
Net Loss and LAE
 
Net loss and LAE was $4,771,000 in Q2-2015 compared to $3,008,000 in Q2-2014. The net loss ratio was 43.9% in Q2-2015 compared to 46.8% in Q2-2014, a decrease of 2.9 percentage points. The following graphs summarize the changes in the components of net loss ratio for the periods indicated:

 
During Q2-2015, our net loss ratio decreased compared to Q2-2014 due to a decrease in the core net loss ratio excluding severe winter weather and prior year development. The core net loss ratio declined 1.7 percentage points, to 42.6%, in Q2-2015 from 44.3% in Q2-2014. In addition, prior year development was reduced by 2.8 percentage points, with favorable development of 0.3 points in Q2-2015 compared to unfavorable development of 2.5 points in Q2-2014.  The impact of severe winter weather increased the net loss ratio reported for Q2-2015 by 1.6 points, as some larger pipe freeze claims developed in the quarter.  No additional impact from severe winter weather was recorded in Q2-2014.  The improvement in the core net loss ratio was driven by favorable results for personal lines in Q2-2015 compared to Q2-2014 and a continued shift in the net earned premium mix towards lines of business that have a lower core loss ratio such as personal lines and livery physical damage. See table below under “Additional Financial Information” summarizing the net loss ratios by line of business.
 
Commercial Auto Line of Business
 
Effective October 1, 2014 we decided to no longer accept applications for new commercial auto coverage. The action was taken following a series of underwriting and pricing measures which were intended to improve the profitability of this line of business.  The actions taken did not yield the hoped for results. In February 2015, we decided to no longer offer renewals to our existing commercial auto policies beginning with those that expired on or after May 1, 2015. As of March 31, 2015, we had 599 commercial auto policies in force, which represented 1.3% of our policies in force. As of June 30, 2015, we had 390 commercial auto policies in force, which represented 0.8% of our policies in force.
 
 
44

 
 
Commission Expense
 
Commission expense was $3,600,000 in Q2-2015 or 18.0% of direct earned premiums. Commission expense was $2,904,000 in Q2-2014, or 17.6% of direct earned premiums. The increase of $696,000 or 24.0%, is due to the increase in direct written premiums in 2015 as compared to 2014, a change in in the mix of business to lines of business with higher commission rates, and an increase in contingent commissions.
 
Other Underwriting Expenses
 
Other underwriting expenses were $2,962,000 in Q2-2015 compared to $2,529,000 in Q2-2014. The increase of $433,000, or 17.1%, in other underwriting expenses was primarily due to expenses directly and indirectly related to growth in direct written premiums, and rate increases in state assessed regulatory fees and state taxes based on premiums written.

Expenses directly related to the increase in direct written premiums primarily consist of underwriting expenses, software usage fees and state premium taxes. Expenses indirectly related to the increase in direct written premiums primarily consist of salaries along with related other employment costs. Salaries and employment costs were $1,363,000 in Q2-2015 compared to $1,167,000 in Q2-2014. The increase of $196,000, or 16.8%, was due to hiring of additional staff to service our current level of business and anticipated growth in volume. In addition, there were annual rate increases in both salaries and the cost of employee benefits. Other underwriting expenses as a percentage of direct written premiums increased to 12.8% in Q2-2015 from 12.5% in Q2-2014. Other underwriting expenses as a percentage of direct earned premiums decreased to 14.8% in Q2-2015 from 15.3% in Q2-2014.

Our net underwriting expense ratio in Q2-2015 was 24.6% compared with 24.0% in Q2-2014. The following table shows the individual components of our net underwriting expense ratio for the periods indicated:
 
   
Three months ended
     
   
June 30,
   
Percentage
 
   
2015
   
2014
   
Point Change
 
                   
 Ceding commission revenue - provisional
    (27.3 ) %     (56.5 ) %     29.2  
 Ceding commission revenue - contingent
    (6.4 )     (1.2 )     (5.2 )
 Other income
    (2.1 )     (2.8 )     0.7  
 Acquistion costs and other underwriting expenses:
                       
 Commission expense
    33.1       45.2       (12.1 )
 Other underwriting expenses
    27.3       39.3       (12.0 )
 Net underwriting expense ratio
    24.6   %     24.0   %     0.6  
 
   The increase of 0.6 percentage points was due to the individual components of provisional ceding commission revenue, commission expense and other underwriting expenses and their relation to the increase in net premiums earned as a result of the additional retention resulting from the Cut-offs to our quota share treaties on July 1, 2014.
 
 
45

 
 
Other Operating Expenses
 
Other operating expenses, related to the expenses of our holding company, were $378,000 in Q2-2015 compared to $338,000 in Q2-2014. The increase in Q2-2015 of $40,000, or 11.8%, was primarily due to an increase in the rate of executive compensation and higher stock-based compensation expense from additional options granted to our chief executive officer in August 2014 pursuant to his amended employment agreement.
 
Depreciation and Amortization
 
Depreciation and amortization was $246,000 in Q2-2015 compared to $210,000 in Q2-2014. The increase of $36,000, or 17.1%, in depreciation and amortization was primarily due to depreciation on newly purchased assets used to upgrade our systems infrastructure and the building from which we operate.
 
Income Tax Expense
 
Income tax expense in Q2-2015 was $1,206,000, which resulted in an effective tax rate of 33.6%. Income tax expense in Q2-2014 was $629,000, which resulted in an effective tax rate of 31.7%. Income before taxes was $3,585,000 in Q2-2015 compared to $1,984,000 in Q2-2014. The increase in the effective tax rate by 1.9 percentage points in Q2-2015 is a result of net changes in permanent differences.
 
Net Income
 
Net income was $2,379,000 in Q2-2015 compared to $1,355,000 in Q2-2014. The increase in net income of $1,024,000, or 75.6%, was due to the circumstances described above that caused the increase in our net premiums earned and net investment income, and a decrease in our net loss ratio, partially offset by a decrease in net realized gains and ceding commission revenue, and increases in other underwriting expenses related to premium growth and other operating expenses.
 
Additional Financial Information
 
We operate our business as one segment, property and casualty insurance. Within this segment, we offer a wide array of property and casualty policies to our producers. The following table summarizes gross and net premiums written, net premiums earned, and loss and loss adjustment expenses by major product type, which were determined based primarily on similar economic characteristics and risks of loss.
 
 
46

 
 
   
For the Three Months Ended
   
For the Six Months Ended
 
   
June 30,
   
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
 Gross premiums written:
                       
 Personal lines
  $ 16,964,187     $ 14,242,841     $ 31,201,904     $ 25,834,138  
 Commercial lines
    3,501,849       3,550,104       6,301,219       6,346,101  
 Commercial auto
    44,517       1,143,822       579,753       2,135,998  
 Livery physical damage
    2,585,442       1,199,525       4,458,057       2,141,388  
 Other(1)
    84,029       122,864       136,431       156,623  
 Total
  $ 23,180,024     $ 20,259,156     $ 42,677,364     $ 36,614,248  
                                 
 Net premiums written:
                               
 Personal lines
  $ 7,219,565     $ 3,624,033     $ 13,172,346     $ 6,348,482  
 Commercial lines
    3,221,303       2,479,187       5,759,078       4,426,011  
 Commercial auto
    42,957       1,103,732       528,871       2,061,132  
 Livery physical damage
    2,585,442       1,199,525       4,458,057       2,141,388  
 Other(1)
    62,426       94,704       91,276       109,431  
 Total
  $ 13,131,693     $ 8,501,181     $ 24,009,628     $ 15,086,444  
                                 
 Net premiums earned:
                               
 Personal lines
  $ 6,238,924     $ 2,796,042     $ 12,199,399     $ 5,368,257  
 Commercial lines
    2,452,598       1,753,832       4,864,741       3,334,655  
 Commercial auto
    521,276       1,028,626       1,183,908       2,135,309  
 Livery physical damage
    1,613,890       784,279       2,920,467       1,422,672  
 Other(1)
    39,027       66,594       82,999       94,791  
 Total
  $ 10,865,715     $ 6,429,373     $ 21,251,514     $ 12,355,684  
                                 
 Net loss and loss adjustment expenses:
                               
 Personal lines
  $ 1,803,347     $ 1,512,975     $ 6,151,918     $ 3,362,355  
 Commercial lines
    1,831,195       564,708       3,298,888       1,538,446  
 Commercial auto
    238,328       260,131       577,536       1,292,402  
 Livery physical damage
    582,288       310,989       1,130,029       511,828  
 Other(1)
    34,654       112,152       111,800       145,809  
 Unallocated loss adjustment expenses
    281,001       246,984       563,859       482,053  
 Total
  $ 4,770,813     $ 3,007,939     $ 11,834,030     $ 7,332,893  
                                 
Net loss ratio:
                               
Personal lines
    28.9 %     54.1 %     50.4 %     62.6 %
Commercial lines
    74.7 %     32.2 %     67.8 %     46.1 %
Commercial auto
    45.7 %     25.3 %     48.8 %     60.5 %
Livery physical damage
    36.1 %     39.7 %     38.7 %     36.0 %
Other(1)
    88.8 %     168.4 %     134.7 %     153.8 %
Total
    43.9 %     46.8 %     55.7 %     59.3 %
__________________________________
 
(1)
“Other” includes, among other things, premiums and loss and loss adjustment expenses from our participation in a mandatory state joint underwriting association.
 
 
47

 
 
Insurance Underwriting Business on a Standalone Basis
 
Our insurance underwriting business reported on a standalone basis for the periods indicated is as follows:
 
   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
 Revenues
                       
 Net premiums earned
  $ 10,865,715     $ 6,429,373     $ 21,251,514     $ 12,355,684  
 Ceding commission revenue
    3,655,522       3,706,049       6,744,926       7,087,332  
 Net investment income
    625,972       451,915       1,200,628       830,703  
 Net realized gain on investments
    2,263       134,602       (65,231 )     322,950  
 Other income
    232,053       182,558       452,389       331,353  
 Total revenues
    15,381,525       10,904,497       29,584,226       20,928,022  
                                 
 Expenses
                               
 Loss and loss adjustment expenses
    4,770,813       3,007,939       11,834,030       7,332,893  
 Commission expense
    3,600,164       2,903,792       7,012,491       5,486,300  
 Other underwriting expenses
    2,961,663       2,529,075       5,960,818       4,810,824  
 Depreciation and amortization
    245,724       209,088       480,540       391,361  
 Total expenses
    11,578,364       8,649,894       25,287,879       18,021,378  
                                 
 Income from operations
    3,803,161       2,254,603       4,296,347       2,906,644  
 Income tax expense
    1,278,275       729,912       1,396,337       922,700  
 Net income
  $ 2,524,886     $ 1,524,691     $ 2,900,010     $ 1,983,944  
                                 
 Key Measures:
                               
 Net loss ratio
    43.9 %     46.8 %     55.7 %     59.3 %
 Net underwriting expense ratio
    24.6 %     24.0 %     27.2 %     23.3 %
 Net combined ratio
    68.5 %     70.8 %     82.9 %     82.6 %
                                 
 Reconciliation of net underwriting expense ratio:
                               
 Acquisition costs and other
                               
 underwriting expenses
  $ 7,021,176     $ 5,432,867     $ 13,432,658     $ 10,297,124  
 Less: Ceding commission revenue
    (3,655,522 )     (3,706,049 )     (6,744,926 )     (7,087,332 )
 Less: Other income
    (232,053 )     (182,558 )     (452,389 )     (331,353 )
 Net underwriting expenses
  $ 2,674,252     $ 1,544,260     $ 5,775,994     $ 2,878,439  
                                 
 Net premiums earned
  $ 10,865,715     $ 6,429,373     $ 21,251,514     $ 12,355,684  
                                 
 Net Underwriting Expense Ratio
    24.6 %     24.0 %     27.2 %     23.3 %
 
 
48

 
 
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
 
                         
 Six months ended June 30, 2015
                       
 Written premiums
  $ 42,655,494     $ 21,870     $ (18,667,737 )   $ 24,009,627  
 Change in unearned premiums
    (3,654,318 )     2,377       893,828       (2,758,113 )
 Earned premiums
  $ 39,001,176     $ 24,247       (17,773,909 )   $ 21,251,514  
                                 
 Loss and loss adjustment expenses exluding
                               
 the effect of catastrophes
  $ 16,405,831     $ 70,726     $ (6,654,888 )   $ 9,821,669  
 Catastrophe loss
    4,471,913       -       (2,459,552 )     2,012,361  
 Loss and loss adjustment expenses
  $ 20,877,744     $ 70,726     $ (9,114,440 )   $ 11,834,030  
                                 
 Loss ratio excluding the effect of catastrophes
    42.0 %     291.7 %     37.5 %     46.2 %
 Catastrophe loss
    11.5 %     0.0 %     13.8 %     9.5 %
 Loss ratio
    53.5 %     291.7 %     51.3 %     55.7 %
                                 
 Six months ended June 30, 2014
                               
 Written premiums
  $ 36,597,945     $ 16,302     $ (21,527,803 )   $ 15,086,444  
 Change in unearned premiums
    (4,872,810 )     6,351       2,135,699       (2,730,760 )
 Earned premiums
  $ 31,725,135     $ 22,653     $ (19,392,104 )   $ 12,355,684  
                                 
 Loss and loss adjustment expenses exluding
                               
 the effect of catastrophes
  $ 15,190,248     $ 32,816     $ (8,831,198 )   $ 6,391,866  
 Catastrophe loss
    3,764,108       -       (2,823,081 )     941,027  
 Loss and loss adjustment expenses
  $ 18,954,356     $ 32,816     $ (11,654,279 )   $ 7,332,893  
                                 
 Loss ratio excluding the effect of catastrophes
    47.9 %     144.9 %     45.5 %     51.7 %
 Catastrophe loss
    11.9 %     0.0 %     14.6 %     7.6 %
 Loss ratio
    59.7 %     144.9 %     60.1 %     59.3 %
                                 
 Three months ended June 30, 2015
                               
 Written premiums
  $ 23,166,065     $ 13,959     $ (10,048,331 )   $ 13,131,693  
 Change in unearned premiums
    (3,181,987 )     (1,535 )     917,544       (2,265,978 )
 Earned premiums
  $ 19,984,078     $ 12,424     $ (9,130,787 )   $ 10,865,715  
                                 
 Loss and loss adjustment expenses exluding
                               
 the effect of catastrophes
  $ 8,037,620     $ 12,684     $ (3,453,444 )   $ 4,596,860  
 Catastrophe loss
    386,562       -       (212,609 )     173,953  
 Loss and loss adjustment expenses
  $ 8,424,182     $ 12,684     $ (3,666,053 )   $ 4,770,813  
                                 
 Loss ratio excluding the effect of catastrophes
    40.2 %     102.1 %     37.8 %     42.3 %
 Catastrophe loss
    1.9 %     0.0 %     2.3 %     1.6 %
 Loss ratio
    42.2 %     102.1 %     40.2 %     43.9 %
                                 
 Three months ended June 30, 2014
                               
 Written premiums
  $ 20,250,500     $ 8,655     $ (11,757,974 )   $ 8,501,181  
 Change in unearned premiums
    (3,739,282 )     3,697       1,663,777       (2,071,808 )
 Earned premiums
  $ 16,511,218     $ 12,352     $ (10,094,197 )   $ 6,429,373  
                                 
 Loss and loss adjustment expenses exluding
                               
 the effect of catastrophes
  $ 7,923,600     $ 20,155     $ (4,935,816 )   $ 3,007,939  
 Catastrophe loss
    -       -       -       -  
 Loss and loss adjustment expenses
  $ 7,923,600     $ 20,155     $ (4,935,816 )   $ 3,007,939  
                                 
 Loss ratio excluding the effect of catastrophes
    48.0 %     163.2 %     49.0 %     46.8 %
 Catastrophe loss
    0.0 %     0.0 %     0.0 %     0.0 %
 Loss ratio
    48.0 %     163.2 %     48.9 %     46.8 %
 
 
 
49

 
 
The key measures for our insurance underwriting business for the periods indicated are as follows:
 
   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
 Net premiums earned
  $ 10,865,715     $ 6,429,373     $ 21,251,514     $ 12,355,684  
 Ceding commission revenue (1)
    3,655,522       3,706,049       6,744,926       7,087,332  
 Other income
    232,053       182,558       452,389       331,353  
                                 
 Loss and loss adjustment expenses (2)
    4,770,813       3,007,939       11,834,030       7,332,893  
                                 
 Acquistion costs and other underwriting expenses:
                               
 Commission expense
    3,600,164       2,903,792       7,012,491       5,486,300  
 Other underwriting expenses
    2,961,663       2,529,075       5,960,818       4,810,824  
 Total acquistion costs and other
                               
 underwriting expenses
    6,561,827       5,432,867       12,973,309       10,297,124  
                                 
 Underwriting income
  $ 3,420,650     $ 1,877,174     $ 3,641,490     $ 2,144,352  
                                 
 Key Measures:
                               
 Net loss ratio excluding the effect of catastrophes
    42.3 %     46.8 %     46.2 %     51.7 %
 Effect of catastrophe loss on net loss ratio (2) (3)
    1.6 %     0.0 %     9.5 %     7.6 %
 Net loss ratio
    43.9 %     46.8 %     55.7 %     59.3 %
                                 
 Net underwriting expense ratio excluding the
                               
 effect of catastrophes
    23.1 %     24.0 %     21.2 %     19.1 %
 Effect of catastrophe loss on net underwriting
                               
 expense ratio (1) (2) (3)
    1.5 %     0.0 %     6.0 %     4.2 %
 Net underwriting expense ratio
    24.6 %     24.0 %     27.2 %     23.3 %
                                 
 Net combined ratio excluding the effect
                               
 of catastrophes
    65.4 %     70.8 %     67.4 %     70.8 %
 Effect of catastrophe loss on net combined
                               
 ratio (1) (2) (3)
    3.1 %     0.0 %     15.5 %     11.8 %
 Net combined ratio
    68.5 %     70.8 %     82.9 %     82.6 %
                                 
 Reconciliation of net underwriting expense ratio:
                               
 Acquisition costs and other
                               
 underwriting expenses
  $ 6,561,827     $ 5,432,867     $ 12,973,309     $ 10,297,124  
 Less: Ceding commission revenue (1)
    (3,655,522 )     (3,706,049 )     (6,744,926 )     (7,087,332 )
 Less: Other income
    (232,053 )     (182,558 )     (452,389 )     (331,353 )
   
  $ 2,674,252     $ 1,544,260     $ 5,775,994     $ 2,878,439  
_________________________________________________
 
(1) For the six months ended June 30, 2015 and 2014, the effect of severe winter weather, defined as a catastrophe, reduced contingent ceding commission revenue by $1,280,521 and $517,269, respectively. For the three months ended June 30, 2015 and 2014, the effect of severe winter weather, defined as a catastrophe, reduced contingent ceding commission revenue by $165,363 and $-0-, respectively.
 
 
50

 
 
(2) For the six months ended June 30, 2015 and 2014 includes the sum of net catastrophe losses and loss adjustment expenses of $2,012,361 and $941,027, respectively, resulting from severe winter weather. For the three months ended June 30, 2015 and 2014 includes the sum of net catastrophe losses and loss adjustment expenses of $173,953 and $-0-, respectively, resulting from severe winter weather.
 
(3) For the six months ended June 30, 2015 and 2014, the effect of catastrophe loss from severe winter weather on our net combined ratio only includes the direct effects of loss and loss adjustment expenses and ceding commission revenue and does not include the indirect effects of a $351,593 and $163,673, respectively, decrease in other underwriting expenses. For the three months ended June 30, 2015 and 2014, the effect of catastrophe loss from severe winter weather on our net combined ratio only includes the direct effects of loss and loss adjustment expenses and ceding commission revenue and does not include the indirect effects of a $226,244 and $-0-, respectively, decrease in other underwriting expenses.
 
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 June 30, 2015 and December 31, 2014:

Available-for-Sale Securities

   
June 30, 2015
 
                                     
  
 
Cost or
   
Gross
   
Gross Unrealized Losses
   
Aggregate
   
% of
 
   
Amortized
   
Unrealized
   
Less than 12
   
More than 12
   
Fair
   
Fair
 
 Category
 
Cost
   
Gains
   
Months
   
Months
   
Value
   
Value
 
                                     
 Political subdivisions of States,
                                   
 Territories and Possessions
  $ 13,544,367     $ 296,651     $ (62,414 )   $ -     $ 13,778,604       20.8 %
                                                 
 Corporate and other bonds
                                               
 Industrial and miscellaneous
    38,471,232       624,272       (191,871 )     (10,736 )     38,892,897       58.8 %
                                                 
 Residential mortgage backed
                                    -          
 securities
    4,192,192       30,439       (42,038 )     -       4,180,593       6.3 %
 Total fixed-maturity securities
    56,207,791       951,362       (296,323 )     (10,736 )     56,852,094       85.9 %
 Equity Securities
    9,028,208       450,855       (159,518 )     (44,093 )     9,275,452       14.1 %
 Total
  $ 65,235,999     $ 1,402,217     $ (455,841 )   $ (54,829 )   $ 66,127,546       100.0 %
 
   
December 31, 2014
 
                                     
  
 
Cost or
   
Gross
   
Gross Unrealized Losses
   
Aggregate
   
% of
 
   
Amortized
   
Unrealized
   
Less than 12
   
More than 12
   
Fair
   
Fair
 
 Category
 
Cost
   
Gains
   
Months
   
Months
   
Value
   
Value
 
                                     
 Political subdivisions of States,
                                   
 Territories and Possessions
  $ 13,862,141     $ 412,490     $ (23,813 )   $ (6,379 )   $ 14,244,439       24.1 %
                                                 
 Corporate and other bonds
                                               
 Industrial and miscellaneous
    36,221,300       803,440       (118,092 )     (30,228 )     36,876,420       62.4 %
 Total fixed-maturity securities
    50,083,441       1,215,930       (141,905 )     (36,607 )     51,120,859       86.4 %
 Equity Securities
    7,621,309       464,130       (2,647 )     (65,063 )     8,017,729       13.6 %
 Total
  $ 57,704,750     $ 1,680,060     $ (144,552 )   $ (101,670 )   $ 59,138,588       100.0 %
 
 
51

 
 
Held-to-Maturity Securities

   
June 30, 2015
 
                                     
  
 
Cost or
   
Gross
   
Gross Unrealized Losses
         
% of
 
   
Amortized
   
Unrealized
   
Less than 12
   
More than 12
   
Fair
   
Fair
 
 Category
 
Cost
   
Gains
   
Months
   
Months
   
Value
   
Value
 
                                     
 U.S. Treasury securities
  $ 606,371     $ 128,547     $ -     $ -     $ 734,918       14.0 %
                                                 
 Political subdivisions of States,
                                               
 Territories and Possessions
    1,415,423       34,784       -       (47,642 )     1,402,565       26.7 %
                                                 
 Corporate and other bonds
                                               
 Industrial and miscellaneous
    3,113,758       63,724       (56,404 )     -       3,121,078       59.3 %
                                                 
 Total
  $ 5,135,552     $ 227,055     $ (56,404 )   $ (47,642 )   $ 5,258,561       100.0 %
 
   
December 31, 2014
 
                                     
  
 
Cost or
   
Gross
   
Gross Unrealized Losses
         
% of
 
   
Amortized
   
Unrealized
   
Less than 12
   
More than 12
   
Fair
   
Fair
 
 Category
 
Cost
   
Gains
   
Months
   
Months
   
Value
   
Value
 
                                     
 U.S. Treasury securities
  $ 606,353     $ 183,200     $ -     $ -     $ 789,553       14.6 %
                                                 
 Political subdivisions of States,
                                               
 Territories and Possessions
    1,413,303       49,981       -       (12,247 )     1,451,037       26.9 %
                                      -          
 Corporate and other bonds
                                    -          
 Industrial and miscellaneous
    3,109,079       98,306       (52,921 )     -       3,154,464       58.5 %
                                                 
 Total
  $ 5,128,735     $ 331,487     $ (52,921 )   $ (12,247 )   $ 5,395,054       100.0 %
 
U.S. Treasury securities included in held-to-maturity securities are held in trust pursuant to the New York State Department of Financial Services’ minimum funds requirement.

A summary of the amortized cost and fair value of the Company’s investments in held-to-maturity securities by contractual maturity as of June 30, 2015 and December 31, 2014 is shown below:
 
   
June 30, 2015
   
December 31, 2014
 
   
Amortized
         
Amortized
       
 Remaining Time to Maturity
 
Cost
   
Fair Value
   
Cost
   
Fair Value
 
                         
 Less than one year
  $ -     $ -     $ -     $ -  
 One to five years
    -       -       -       -  
 Five to ten years
    4,034,068       4,010,908       3,522,927       3,563,401  
 More than 10 years
    1,101,484       1,247,653       1,605,808       1,831,653  
 Total
  $ 5,135,552     $ 5,258,561     $ 5,128,735     $ 5,395,054  
 
 
52

 
 
Credit Rating of Fixed-Maturity Securities
 
The table below summarizes the credit quality of our available-for-sale fixed-maturity securities as of June 30, 2015 and December 31, 2014 as rated by Standard & Poor’s (or, if unavailable from Standard & Poor’s, then Moody’s or Fitch):
 
     
June 30, 2015
   
December 31, 2014
 
           
Percentage of
         
Percentage of
 
     
Fair Market
   
Fair Market
   
Fair Market
   
Fair Market
 
     
Value
   
Value
   
Value
   
Value
 
                           
Rating
                         
U.S. Treasury securities
    $ -       0.0 %   $ -       0.0 %
                                   
Corporate and municipal bonds
                                 
AAA
      2,482,267       4.5 %     2,779,539       5.5 %
AA
      9,917,957       17.4 %     9,826,545       19.2 %
A       13,884,150       24.4 %     13,954,036       27.3 %
BBB
      26,387,128       46.4 %     24,560,739       48.0 %
Total corporate and municipal bonds
      52,671,502       92.7 %     51,120,859       100.0 %
                                   
Residential mortgage backed securities
                                 
CCC
      698,211       1.2 %     -       0.0 %
D       3,482,381       6.1 %     -       0.0 %
Total residential mortgage backed securities
      4,180,592       7.3 %     -       0.0 %
                                   
Total
    $ 56,852,094       100.0 %   $ 51,120,859       100.0 %
 
The table below summarizes the average yield by type of fixed-maturity security as of June 30, 2015 and December 31, 2014:
 
 Category
 
June 30, 2015
      December 31, 2014  
 U.S. Treasury securities and
             
 obligations of U.S. government
             
 corporations and agencies
    3.53 %     3.29 %
                 
 Political subdivisions of States,
               
 Territories and Possessions
    3.81 %     3.77 %
                 
 Corporate and other bonds
               
 Industrial and miscellaneous
    4.23 %     4.20 %
                 
 Residential mortgage backed securities
    6.40 %     n/a  
                 
 Total
    4.26 %     4.06 %
 
The table below lists the weighted average maturity and effective duration in years on our fixed-maturity securities as of June 30, 2015 and December 31, 2014:
 
   
June 30, 2015
      December 31, 2014  
 Weighted average effective maturity
    6.2       6.5  
                 
 Weighted average final maturity
    7.8       7.3  
                 
 Effective duration
    5.4       5.7  
 
 
53

 
 
Fair Value Consideration
 
As disclosed in Note 4 to the Condensed 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 a transaction involving identical or comparable assets or liabilities 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 June 30, 2015 and December 31, 2014, 61% and 63%, respectively, of the investment portfolio recorded at fair value was priced based upon quoted market prices.
 
As more fully described in Note 3 to our Condensed Consolidated Financial Statements, “Investments—Impairment Review,” we completed a detailed review of all our securities in a continuous loss position as of June 30, 2015 and December 31, 2014, and concluded that the unrealized losses in these asset classes are temporary in nature and the result of a decrease in value due to technical spread widening and broader market sentiment, rather than fundamental collateral deterioration.
 
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 June 30, 2015 and December 31, 2014:
 
 
54

 
 
   
June 30, 2015
 
   
Less than 12 months
   
12 months or more
   
Total
 
  
             
No. of
               
No. of
   
Aggregate
       
   
Fair
   
Unrealized
   
Positions
   
Fair
   
Unrealized
   
Positions
   
Fair
   
Unrealized
 
 Category
 
Value
   
Losses
   
Held
   
Value
   
Losses
   
Held
   
Value
   
Losses
 
                                                 
 Fixed-Maturity Securities:
                                               
 Political subdivisions of
                                               
 States, Territories and
                                               
 Possessions
  $ 3,175,851     $ (62,414 )     10     $ -     $ -       1     $ 3,175,851     $ (62,414 )
                                                                 
 Corporate and other
                                                               
 bonds industrial and
                                                               
 miscellaneous
    13,574,476       (191,871 )     27       479,415       (10,736 )     1       14,053,891       (202,607 )
                                                                 
 Residential mortgage
                                                               
 backed securities
    2,609,538       (42,038 )     11       -       -       -       2,609,538       (42,038 )
                                                                 
 Total fixed-maturity
                                                               
 securities
  $ 19,359,865     $ (296,323 )     48     $ 479,415     $ (10,736 )     2     $ 1,839,280     $ (307,059 )
                                                                 
 Equity Securities:
                                                               
 Preferred stocks
  $ 844,035     $ (27,967 )     3     $ 673,075     $ (29,016 )     3     $ 1,517,110     $ (56,983 )
 Common stocks
    2,159,808       (131,551 )     13       254,100       (15,077 )     1       2,413,908       (146,628 )
                                                                 
 Total equity securities
  $ 3,003,843     $ (159,518 )     16     $ 927,175     $ (44,093 )     4     $ 3,931,018     $ (203,611 )
                                                                 
 Total
  $ 22,363,708     $ (455,841 )     64     $ 1,406,590     $ (54,829 )     6     $ 23,770,298     $ (510,670 )
 

 
55

 
 
   
December 31, 2014
 
   
Less than 12 months
   
12 months or more
   
Total
 
  
             
No. of
               
No. of
   
Aggregate
       
   
Fair
   
Unrealized
   
Positions
   
Fair
   
Unrealized
   
Positions
   
Fair
   
Unrealized
 
 Category
 
Value
   
Losses
   
Held
   
Value
   
Losses
   
Held
   
Value
   
Losses
 
                                                 
 Fixed-Maturity Securities:
                                               
 Political subdivisions of
                                               
 States, Territories and
                                               
 Possessions
  $ 3,013,648     $ (23,813 )     9     $ 126,658     $ (6,379 )     1     $ 3,140,306     $ (30,192 )
                                                                 
 Corporate and other
                                                               
 bonds industrial and
                                                               
 miscellaneous
    6,325,579       (118,092 )     15       714,640       (30,228 )     2       7,040,219       (148,320 )
                                                                 
 Total fixed-maturity
                                                               
 securities
  $ 9,339,227     $ (141,905 )     24     $ 841,298     $ (36,607 )     3     $ 10,180,525     $ (178,512 )
                                                                 
 Equity Securities:
                                                               
 Preferred stocks
  $ 656,325     $ (2,647 )     1     $ 1,448,376     $ (62,886 )     6     $ 2,104,701     $ (65,533 )
 Common stocks
    -       -       -       267,000       (2,177 )     1       267,000       (2,177 )
                                                                 
 Total equity securities
  $ 656,325     $ (2,647 )     1     $ 1,715,376     $ (65,063 )     7     $ 2,371,701     $ (67,710 )
                                                                 
 Total
  $ 9,995,552     $ (144,552 )     25     $ 2,556,674     $ (101,670 )     10     $ 12,552,226     $ (246,222 )
 
 
56

 
 
There were 70 securities at June 30, 2015 that accounted for the gross unrealized loss, none of which were deemed by us to be other than temporarily impaired. There were 35 securities at December 31, 2014 that accounted for the gross unrealized loss, none of which were deemed by us to be other than temporarily impaired. Significant factors influencing our determination that unrealized losses were temporary included the magnitude of the unrealized losses in relation to each security’s cost, the nature of the investment and management’s intent not to sell these securities and it being not more likely than not that we will be required to sell these investments before anticipated recovery of fair value to our cost basis.
 
Liquidity and Capital Resources
 
Cash Flows
 
The primary sources of cash flow are from our insurance underwriting subsidiary, KICO, and include direct premiums written, ceding commissions from our quota share reinsurers, loss recovery payments from our reinsurers, investment income and proceeds from the sale or maturity of investments. Funds are used by KICO for ceded premium payments to reinsurers, which are paid on a net basis after subtracting losses paid on reinsured claims and reinsurance commissions. KICO also uses funds for loss payments and loss adjustment expenses on our net business, commissions to producers, salaries and other underwriting expenses as well as to purchase investments and fixed assets.
 
Through the quarter ended March 31, 2015, the primary sources of cash flow for our holding company operations were in connection with the fee income we received from premium finance. On March 27, 2015, we received $350,000 in connection with the early termination of the agreement that generated placement fees in our premium finance business (see Note 12 to the Condensed Consolidated Financial Statements). We also receive cash dividends from KICO, subject to statutory restrictions. For the six months ended June 30, 2015, KICO paid dividends of $800,000 to us.
 
 
We have an agreement with a bank for a $600,000 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. There were no borrowings on the credit line during the six months ended June 30, 2015, and the outstanding principal balance was $-0- as of June 30, 2015.

If the aforementioned is insufficient to cover our holding company cash requirements, we will seek to obtain additional financing.

Our reconciliation of net income to net cash provided by operations is generally influenced by the collection of premiums in advance of paid losses, the timing of reinsurance, issuing company settlements and loss payments.
 
 
57

 
 
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:
 
Six Months Ended June 30,
 
2015
   
2014
 
             
 Cash flows provided by (used in):
           
 Operating activities
  $ 3,356,300     $ 4,394,295  
 Investing activities
    (8,372,005 )     (16,891,128 )
 Financing activities
    (958,776 )     (601,424 )
 Net decrease in cash and cash equivalents
    (5,974,481 )     (13,098,257 )
 Cash and cash equivalents, beginning of period
    9,906,878       19,922,506  
 Cash and cash equivalents, end of period
  $ 3,932,397     $ 6,824,249  
 
Net cash provided by operating activities was $3,356,000 in 2015 as compared to $4,394,000 provided in 2014. The $1,038,000 decrease in cash flows provided by operating activities in 2015 was primarily a result of an increase cash arising from net fluctuations in assets and liabilities relating to operating activities of KICO as affected by the growth in its operations which are described above, partially offset by an increase in net income (adjusted for non-cash items) of $1,833,000.
 
Net cash used in investing activities was $8,372,000 in 2015 compared to $16,891,000 used in 2014. The $8,519,000 decrease in cash used in investing activities is the result of a $13,679,000 decrease in acquisitions of invested assets, offset by a $5,086,000 increase in sales of invested assets.
 
Net cash used in financing activities was $959,000 in 2015 compared to $601,000 used in 2014. The $358,000 increase in cash flows used in financing activities is a result of the $204,000 purchase of treasury stock in 2015, compared to $23,000 purchased in 2014 and a $150,000 increase in dividends paid due to additional shares outstanding in 2015 and an increase in the dividend rate.
 
Reinsurance
 
Our quota share reinsurance treaty in effect for the six months ended June 30, 2015 for our personal lines business, which primarily consists of homeowners’ policies, was covered under the July 1, 2014/June 30, 2015 treaty year. We did not renew our expiring commercial lines quota share reinsurance treaty on July 1, 2014. Our quota share reinsurance treaties in effect for the six months ended June 30, 2014 for both our personal lines business and commercial lines business were covered under the July 1, 2013/June 30, 2014 treaty year. Our personal lines quota share treaty that covered the July 1, 2013/June 30, 2014 treaty year was a two year treaty that expired on June 30, 2015. Effective as of July 1, 2014, we had the option to increase the quota share percentage from 75% to a maximum of 85% or decrease the quota share percentage from 75% to a minimum of 55% by giving no less than 30 days advance notice. On May 12, 2014, we notified the personal lines reinsurers of our election to reduce the ceding percentage in the personal lines quota share treaty from 75% to 55% effective July 1, 2014. In addition to the change in the personal lines quota share treaty discussed above, we entered into new annual treaties with different terms effective July 1, 2015. Our treaties for the July 1, 2013/June 30, 2014, July 1, 2014/June 30, 2015 and July 1, 2015/June 30, 2016 treaty years provide for the following material terms:

 
58

 

   
Treaty Year
 
   
July 1, 2015
   
July 1, 2014
   
July 1, 2013
 
   
to
   
to
   
to
 
 Line of Busines
 
June 30, 2016
   
June 30, 2015
   
June 30, 2014
 
                   
Personal Lines:
                 
Homeowners, dwelling fire and canine legal liability
                 
 Quota share treaty:
                 
 Percent ceded
    40 %     55 %     75 %
 Risk retained
  $ 450,000     $ 360,000     $ 300,000  
 Losses per occurrence subject to quota share reinsurance coverage
  $ 750,000     $ 800,000     $ 1,200,000  
 Excess of loss coverage above quota share coverage
  $ 3,750,000     $ 3,200,000     $ 1,700,000  
   
in excess of
   
in excess of
   
in excess of
 
    $ 750,000     $ 800,000     $ 1,200,000  
 Total reinsurance coverage per occurrence
  $ 4,050,000     $ 3,640,000     $ 2,600,000  
 Losses per occurrence subject to reinsurance coverage
  $ 4,500,000     $ 4,000,000     $ 2,900,000  
 Expiration date
 
June 30, 2016
   
June 30, 2015
   
June 30, 2015
 
                         
 Personal Umbrella
                       
 Quota share treaty:
                       
 Percent ceded - first million dollars of coverage
    90 %     90 %     90 %
 Percent ceded - excess of one million dollars of coverage
    100 %     100 %     100 %
 Risk retained
  $ 100,000     $ 100,000     $ 100,000  
 Total reinsurance coverage per occurrence
  $ 2,900,000     $ 2,900,000     $ 1,900,000  
 Losses per occurrence subject to quota share reinsurance coverage
  $ 3,000,000     $ 3,000,000     $ 2,000,000  
 Expiration date
 
June 30, 2016
   
June 30, 2015
   
June 30, 2014
 
                         
Commercial Lines:
                       
 General liability commercial policies, except for commercial auto
                       
 Quota share treaty:
                       
 Percent ceded (terminated effective July 1, 2014)
 
None
   
None
      25 %
 Risk retained
  $ 425,000     $ 400,000     $ 300,000  
 Losses per occurrence subject to quota share reinsurance coverage
 
None
   
None
    $ 400,000  
 Excess of loss coverage above quota share coverage
  $ 4,075,000     $ 3,600,000     $ 2,500,000  
   
in excess of
   
in excess of
   
in excess of
 
    $ 425,000     $ 400,000     $ 400,000  
 Total reinsurance coverage per occurrence
  $ 4,075,000     $ 3,600,000     $ 2,600,000  
 Losses per occurrence subject to reinsurance coverage
  $ 4,500,000     $ 4,000,000     $ 2,900,000  
                         
Commercial Auto:
                       
 Risk retained
  $ 300,000     $ 300,000     $ 300,000  
 Excess of loss coverage in excess of risk retained
  $ 1,700,000     $ 1,700,000     $ 1,700,000  
   
in excess of
   
in excess of
   
in excess of
 
    $ 300,000     $ 300,000     $ 300,000  
Catastrophe Reinsurance:
                       
 Initial loss subject to personal lines quota share treaty
  $ 4,000,000     $ 4,000,000     $ 4,000,000  
 Risk retained per catastrophe occurrence (1)
  $ 2,400,000     $ 1,800,000     $ 1,000,000  
 Catastrophe loss coverage in excess of quota share coverage (2) (3)
  $ 176,000,000     $ 137,000,000     $ 86,000,000  
 Severe winter weather aggregate (3)
 
Yes
   
Yes
   
No
 
 Reinstatement premium protection (4)
 
Yes
   
No
   
No
 
 
1. Plus losses in excess of catastrophe coverage.
2. Effective July 1, 2014, our catastrophe treaty also covers losses caused by severe winter weather during any consecutive 28 day period.
3. Catastrophe coverage is limited on an annual basis to two times the per occurrence amounts. Effective July 1, 2015, the duration of a catastrophe occurrence from windstorm, hail, tornado, hurricane and cyclone was extended to 120 consecutive hours from 96 consecutive hours.
4. Effective July 1, 2015, reinstatement premium protection for $16,000,000 of catastrophe coverage in excess of $4,000,000.
 
 
59

 
 
The single maximum risks per occurrence to which we are subject under the treaties that expired on June 30, 2015 and 2014 are as follows:
 
   
July 1, 2014 - June 30, 2015
   
July 1, 2013 - June 30, 2014
 
Treaty
 
Extent of Loss
   
Risk Retained
   
Extent of Loss
   
Risk Retained
 
Personal Lines
 
Initial $800,000
    $360,000    
Initial $1,200,000
    $300,000  
    $800,000 - $4,000,000    
None(1)
    $1,200,000 - $2,900,000    
None(1)
 
   
Over $4,000,000
      100 %  
Over $2,900,000
      100 %
                                 
Personal Umbrella
 
Initial $1,000,000
    $100,000    
Initial $1,000,000
    $100,000  
    $1,000,000 - $3,000,000    
None(1)
    $1,000,000 - $2,000,000    
None(1)
 
   
Over $3,000,000
      100 %  
Over $2,000,000
      100 %
                                 
Commercial Lines
 
Initial $400,000
    $400,000    
Initial $400,000
    $300,000  
    $400,000 - $4,000,000    
None(1)
    $400,000 - $2,900,000    
None(1)
 
   
Over $4,000,000
      100 %  
Over $2,900,000
      100 %
                                 
Commercial Auto
 
Initial $300,000
    $300,000    
Initial $300,000
    $300,000  
    $300,000 - $2,000,000    
None(1)
    $300,000 - $2,000,000    
None(1)
 
   
Over $2,000,000
      100 %  
Over $2,000,000
      100 %
                                 
Catastrophe (2)
 
Initial $4,000,000
    $1,800,000    
Initial $4,000,000
    $1,000,000  
    $4,000,000 - $141,000,000    
None
    $4,000,000 - $90,000,000    
None
 
   
Over $141,000,000
      100 %  
Over $90,000,000
      100 %
 
The single maximum risks per occurrence to which we are subject under the new treaties effective July 1, 2015 are as follows:

   
July 1, 2015 - June 30, 2016
 
Treaty
 
Extent of Loss
   
Risk Retained
 
Personal Lines
 
Initial $750,000
    $450,000  
    $750,000 - $4,500,000    
None(1)
 
   
Over $4,500,000
      100 %
                 
Personal Umbrella
 
Initial $1,000,000
    $100,000  
    $1,000,000 - $3,000,000    
None(1)
 
   
Over $3,000,000
      100 %
                 
Commercial Lines
 
Initial $425,000
    $425,000  
    $425,000 - $4,500,000    
None(1)
 
   
Over $4,500,000
      100 %
                 
Commercial Auto
 
Initial $300,000
    $300,000  
    $300,000 - $2,000,000    
None(1)
 
   
Over $2,000,000
      100 %
                 
Catastrophe (2)
 
Initial $4,000,000
    $2,400,000  
    $4,000,000 - $180,000,000    
None
 
   
Over $180,000,000
      100 %
_______________
 
(1)  Covered by excess of loss treaties.
 
(2)  Catastrophe coverage is limited on an annual basis to two times the per occurrence amounts.
 
 
60

 
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
Factors That May Affect Future Results and Financial Condition
 
Based upon the factors set forth under “Factors That May Affect Future Results and Financial Condition” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2014, as well as other factors affecting our operating results and financial condition, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.  In addition, such factors, among others, may affect the accuracy of certain forward-looking statements contained in our periodic reports, including this Quarterly Report.
 
Item  3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable

Item  4. Controls and Procedures.

Evaluation of 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.
 
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 June 30, 2015.
 
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.
 
 
61

 
 
PART II.  OTHER INFORMATION
 
Item 1. Legal Proceedings.

None

Item 1A. Risk Factors.

Not applicable


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
(a)    None

(b)    Not applicable

(c)    The following table sets forth certain information with respect to purchases of common stock made by us or any “affiliated purchaser” during the quarter ended June 30, 2015:

 
Period
 
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
 
                         
4/1/15 – 4/30/15
    2,111     $ 7.55       -       -  
5/1/15 – 5/31/15
    9,000 (1)   $ 7.44       -       -  
6/1/15 – 6/30/15
    500 (2)   $ 7.42       -       -  
Total
    11,611     $ 7.46       -       -  

(1)  
Includes 1,000 shares purchased by “affiliated purchaser” at a price of $7.62 per share.
(2)  
Shares purchased by “affiliated purchaser”.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information.

None

 
62

 
 
Item 6. Exhibits.

3(a)
Restated Certificate of Incorporation, as amended1
   
3(b)
By-laws, as amended2
 
 
31(a)
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
 
 
31(b)
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
32
Certification of Chief Executive Officer and Chief Financial Officer 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.
 
 
 

1 Denotes document filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended March 31, 2014 and incorporated herein by reference.
2 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.
 
 
63

 
 
SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
KINGSTONE COMPANIES, INC.
 
       
Dated: August 12, 2015
By:
/s/ Barry B. Goldstein  
    Barry B. Goldstein  
    President  
       
 
       
Dated: August 12, 2015
By:
/s/ Victor Brodsky  
    Victor Brodsky  
   
Chief Financial Officer
 
       
 
 

 
64