Item 1. Financial Statements
Item 1: Financial Statements
Palomar Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except shares and par value data)
September 30,
December 31,
2020
2019
(Unaudited)
Assets
Investments:
Fixed maturity securities available for sale, at fair value (amortized cost: $377,658 in 2020; $211,278 in 2019)
$
390,811
$
217,151
Equity securities, at fair value (cost: $43,071 in 2020; $21,336 in 2019)
45,037
22,328
Total investments
435,848
239,479
Cash and cash equivalents
14,033
33,119
Restricted cash
163
230
Accrued investment income
2,366
1,386
Premium receivable
48,117
36,237
Deferred policy acquisition costs
34,584
25,201
Reinsurance recoverable on unpaid losses and loss adjustment expenses
92,537
12,952
Reinsurance recoverable on paid losses and loss adjustment expenses
10,497
4,303
Ceded unearned premiums
28,461
26,105
Prepaid expenses and other assets
31,656
14,861
Property and equipment, net
753
845
Intangible assets
744
744
Total assets
$
699,759
$
395,462
Liabilities and stockholders' equity
Liabilities:
Accounts payable and other accrued liabilities
$
13,226
$
13,555
Reserve for losses and loss adjustment expenses
132,077
16,821
Unearned premiums
173,587
130,373
Ceded premium payable
11,685
11,383
Funds held under reinsurance treaty
3,061
1,658
Income and excise taxes payable
—
1,117
Deferred tax liabilities, net
4,228
1,999
Total liabilities
337,864
176,906
Stockholders' equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized as of September 30, 2020 and December 31, 2019, respectively, 0 shares issued and outstanding as of September 30, 2020 and December 31, 2019
—
—
Common stock, $0.0001 par value, 500,000,000 shares authorized, 25,518,957 and 23,468,750 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively
3
2
Additional paid-in capital
309,496
180,012
Accumulated other comprehensive income
10,438
4,686
Retained earnings
41,958
33,856
Total stockholders' equity
361,895
218,556
Total liabilities and stockholders' equity
$
699,759
$
395,462
See accompanying notes.
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Palomar Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (Unaudited)
(in thousands, except shares and per share data)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2020
2019
2020
2019
Revenues:
Gross written premiums
$
102,967
$
66,242
$
258,268
$
178,619
Ceded written premiums
(41,570)
(28,060)
(101,264)
(78,797)
Net written premiums
61,397
38,182
157,004
99,822
Change in unearned premiums
(19,377)
(10,520)
(40,859)
(30,602)
Net earned premiums
42,020
27,662
116,145
69,220
Net investment income
2,138
1,729
6,287
4,172
Net realized and unrealized gains on investments
24
361
1,243
3,265
Commission and other income
816
709
2,492
2,017
Total revenues
44,998
30,461
126,167
78,674
Expenses:
Losses and loss adjustment expenses
41,060
2,439
46,901
3,398
Acquisition expenses
17,976
10,243
45,909
26,189
Other underwriting expenses (includes stock-based compensation of $551 and $410 for the three months ended September 30, 2020 and 2019, respectively and $1,457 and $23,677 for the nine months ended September 30, 2020 and 2019, respectively)
7,805
8,330
24,732
44,348
Interest expense
—
—
—
1,068
Total expenses
66,841
21,012
117,542
75,003
Income (loss) before income taxes
(21,843)
9,449
8,625
3,671
Income tax expense (benefit)
(6,158)
1,995
523
3,929
Net income (loss)
(15,685)
7,454
8,102
(258)
Other comprehensive income, net:
Net unrealized gains on securities available for sale for the three and nine months ended September 30, 2020 and 2019, respectively
909
974
5,752
6,459
Net comprehensive income (loss)
$
(14,776)
$
8,428
$
13,854
$
6,201
Per Share Data:
Basic earnings per share
$
(0.62)
$
0.32
$
0.33
$
(0.01)
Diluted earnings per share
$
(0.62)
$
0.31
$
0.32
$
(0.01)
Weighted-average common shares outstanding:
Basic
25,492,274
23,468,750
24,654,722
20,838,599
Diluted
25,492,274
23,885,137
25,384,518
20,838,599
See accompanying notes.
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Palomar Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(in thousands, except share data)
Number of
Accumulated
Common
Additional
Other
Total
Shares
Common
Paid-In
Comprehensive
Retained
Stockholders'
Outstanding
Stock
Capital
Income (Loss)
Earnings
Equity
Balance at December 31, 2018
17,000,000
$
2
$
68,498
$
(563)
$
28,355
$
96,292
Other comprehensive income, net of tax
—
—
—
6,459
—
6,459
Distribution to stockholder
—
—
—
—
(5,120)
(5,120)
Stock-based compensation
—
—
23,677
—
—
23,677
Proceeds from common stock sold in initial public offering, net of offering costs
6,468,750
—
87,412
—
—
87,412
Net loss
—
—
—
—
(258)
(258)
Balance at September 30, 2019
23,468,750
$
2
$
179,587
$
5,896
$
22,977
$
208,462
Balance at December 31, 2019
23,468,750
$
2
$
180,012
$
4,686
$
33,856
$
218,556
Other comprehensive income, net of tax
—
—
—
5,752
—
5,752
Stock-based compensation
—
—
1,457
—
—
1,457
Issuance of common stock in January 2020 stock offering, net of offering costs
750,000
—
35,464
—
—
35,464
Issuance of common stock in June 2020 stock offering, net of offering costs
1,150,000
1
90,082
—
—
90,083
Issuance of common stock via employee stock purchase plan
28,367
—
741
—
—
741
Issuance of common stock via equity incentive plan
121,840
—
1,740
—
—
1,740
Net income
—
—
—
—
8,102
8,102
Balance at September 30, 2020
25,518,957
$
3
$
309,496
$
10,438
$
41,958
$
361,895
See accompanying notes.
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Palomar Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine Months Ended
September 30,
2020
2019
Operating activities
Net cash provided by operating activities
$
44,170
$
35,659
Investing activities
Purchases of property and equipment
(84)
(72)
Purchases of fixed maturity securities
(251,504)
(181,446)
Purchases of equity securities
(46,340)
(58,735)
Sales and maturities of fixed maturity securities
84,663
87,541
Sales of equity securities
24,662
64,820
Securities receivable or payable, net
(2,748)
(3,081)
Net cash used in investing activities
(191,351)
(90,973)
Financing activities
Proceeds from initial public offering, net of offering costs
—
87,412
Redemption of Floating Rate Notes
—
(20,000)
Distribution to stockholder
—
(5,120)
Proceeds from January 2020 stock offering, net of offering costs
35,464
—
Proceeds from June 2020 stock offering, net of offering costs
90,083
—
Proceeds from common stock issued via employee stock purchase plan
741
—
Proceeds from common stock issued via stock option exercises
1,740
—
Net cash provided by financing activities
128,028
62,292
Net increase (decrease) in cash, cash equivalents and restricted cash
(19,153)
6,978
Cash, cash equivalents and restricted cash at beginning of period
33,349
9,924
Cash, cash equivalents and restricted cash at end of period
$
14,196
$
16,902
Supplementary cash flow information:
Cash paid for income taxes
$
7,053
$
—
Cash paid for interest
$
—
$
1,162
The following table summarizes our cash and cash equivalents and restricted cash and cash equivalents within the condensed consolidated balance sheets (in thousands):
September 30,
December 31,
2020
2019
(unaudited)
Cash and cash equivalents
$
14,033
$
33,119
Restricted cash
163
230
Cash and cash equivalents and restricted cash
$
14,196
$
33,349
See accompanying notes.
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Palomar Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Summary of Operations and Basis of Presentation
Summary of Operations
Palomar Holdings, Inc. (“the Company”) is a Delaware incorporated insurance holding company that was founded in 2014. The Company has several wholly owned subsidiaries including an Oregon domiciled insurance company, Palomar Specialty Insurance Company (“PSIC”), a Bermuda based reinsurance company, Palomar Specialty Reinsurance Company Bermuda Ltd. (“PSRE”), an Arizona domiciled surplus lines insurance company, Palomar Excess and Surplus Insurance Company (“PESIC”), and a California domiciled property and casualty insurance agency, Palomar Insurance Agency, DBA Palomar General Insurance Agency (“PGIA”).
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and include the accounts of the Company and its wholly-owned subsidiaries. These condensed consolidated financial statements do not contain all information and footnotes required by U.S. GAAP for complete consolidated financial statements. For a more complete description of the Company’s business and accounting policies, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Such adjustments consist only of normal recurring items. All intercompany balances and transactions have been eliminated in consolidation. Interim results are not necessarily indicative of results of operations for the full year.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein. All revisions to accounting estimates are recognized in the period in which the estimates are revised. Significant estimates reflected in the Company’s condensed consolidated financial statements include, but are not limited to, reserves for losses and loss adjustment expenses, reinsurance recoverables on unpaid losses, and the fair values of investments.
Recent Accounting Pronouncements
The Company currently qualifies as an emerging growth company (“EGC”) under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. The Company is currently electing to adopt new or revised accounting guidance within the same time periods as private companies as permitted by its status as an EGC. Based on the market value of the Company’s common stock held by non-affiliates as of the last business day of its second fiscal quarter, the Company will become a large accelerated filer on December 31, 2020 and will no longer be permitted to adopt guidance within the same time periods as private companies at that time.
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Recently adopted accounting pronouncements
In August 2018, the FASB issued “ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement .” Among other things, this new guidance eliminates the need to disclose transfers between Level 1 and Level 2 of the fair value hierarchy, changes the policy for timing of transfers and the valuation processes for Level 3 fair value measurements and includes requirements to disclose quantitative information about Level 3 measurements. The Company adopted this guidance on January 1, 2020 and adoption did not have an impact on the Company’s consolidated financial statements. The Company will continue to monitor the composition of its investment portfolio and will make appropriate disclosures based on this guidance.
Recently issued accounting pronouncements not yet adopted
In February 2016, the FASB issued new guidance for accounting for leases, “ASU 2016-02, Leases (Topic 842) .” Under current guidance, leases are only included on the balance sheet if the criteria to classify the agreement as a capital lease are met. This update will require the recognition of a right-of-use asset and a corresponding lease liability, discounted to the present value, for all leases that extend beyond 12 months.
This guidance was subsequently amended multiple times and offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This new guidance requires a modified retrospective adoption, applying the new standard to all leases existing at the date of initial application, with early adoption permitted. An entity may choose to use the standard’s effective date, rather than the beginning of the earliest comparative period presented, as the date of initial application. An entity would record the effects of initially applying the new guidance as a cumulative-effect adjustment to retained earnings. Consequently, an entity’s reporting for the comparative periods presented in the year of adoption would continue to be in accordance with the current guidance, including the current disclosure requirements.
To facilitate transition, the new guidance includes a package of practical expedients that entities may elect to apply on adoption. The package of practical expedients relates to the identification and classification of leases and initial direct costs for leases that commenced before the effective date. The new guidance also includes a practical expedient permitting the use of hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset.
The Company will adopt this guidance for annual reporting on December 31, 2020 and will account for leases under this guidance beginning with its 2020 Annual Report on Form 10-K. The Company will adopt this guidance for quarterly reporting beginning the first quarter of fiscal year 2021. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.
In June 2016, the FASB issued “ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments .” Current guidance delays the recognition of credit losses until it is probable a loss has been incurred. This updated guidance will require financial assets measured at amortized cost to be presented at the net amount expected to be collected by means of an allowance for credit losses that runs through net income. Credit losses relating to available-for- sale debt securities will also be recorded through an allowance for credit losses, with the amount of the allowance limited to the amount by which fair value is below amortized cost. In 2019, the FASB issued amendments to this guidance which provide an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost and provide additional clarification and implementation guidance.
The Company will adopt this guidance for annual reporting on December 31, 2020 and will account for potential credit losses under this guidance beginning with its 2020 Annual Report on Form 10-K. The Company will adopt this guidance for quarterly reporting beginning the first quarter of fiscal year 2021. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.
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2. Investments
The Company’s available-for-sale investments are summarized as follows:
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
September 30, 2020
Cost or Cost
Gains
Losses
Value
(in thousands)
Fixed maturities:
U.S. Governments
$
15,809
$
844
$
(1)
$
16,652
States, territories, and possessions
4,338
352
(18)
4,672
Political subdivisions
2,286
88
—
2,374
Special revenue excluding mortgage/asset-backed securities
36,075
1,099
(81)
37,093
Industrial and miscellaneous
239,007
9,575
(1,150)
247,432
Mortgage/asset-backed securities
80,143
2,799
(354)
82,588
Total available-for-sale investments
$
377,658
$
14,757
$
(1,604)
$
390,811
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
December 31, 2019
Cost or Cost
Gains
Losses
Value
(in thousands)
Fixed maturities:
U.S. Governments
$
13,371
$
321
$
(13)
$
13,679
States, territories, and possessions
2,298
147
—
2,445
Political subdivisions
1,913
29
—
1,942
Special revenue excluding mortgage/asset-backed securities
18,139
343
(46)
18,436
Industrial and miscellaneous
124,726
4,326
(39)
129,013
Mortgage/asset-backed securities
50,831
824
(19)
51,636
Total available-for-sale investments
$
211,278
$
5,990
$
(117)
$
217,151
Security holdings in an unrealized loss position
As of September 30, 2020, the Company held 145 fixed maturity securities in an unrealized loss position with a total estimated fair value of $96.3 million and total gross unrealized losses of $1.6 million. As of December 31, 2019, the Company held 51 fixed maturity securities in an unrealized loss position with a total estimated fair value of $20.9 million and total gross unrealized losses of $0.1 million.
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The aggregate fair value and gross unrealized losses of the Company’s investments aggregated by investment category and the length of time these individual securities have been in a continuous unrealized loss position as of September 30, 2020 and December 31, 2019, are as follows:
Less Than 12 Months
More Than 12 Months
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
September 30, 2020
Value
Losses
Value
Losses
Value
Losses
(in thousands)
Fixed maturity securities:
U.S. Governments
$
500
$
(1)
$
—
$
—
$
500
$
(1)
States, territories, and possessions
1,490
(18)
—
—
1,490
(18)
Political subdivisions
—
—
—
—
—
—
Special revenue excluding mortgage/asset-backed securities
7,893
(81)
—
—
7,893
(81)
Industrial and miscellaneous
64,592
(1,150)
—
—
64,592
(1,150)
Mortgage/asset-backed securities
21,812
(354)
1
—
21,813
(354)
Total
$
96,287
$
(1,604)
$
1
$
—
$
96,288
$
(1,604)
Less Than 12 Months
More Than 12 Months
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
December 31, 2019
Value
Losses
Value
Losses
Value
Losses
(in thousands)
Fixed maturity securities:
U.S. Governments
$
1,235
$
(11)
$
1,827
$
(2)
$
3,062
$
(13)
States, territories, and possessions
—
—
—
—
—
—
Political subdivisions
—
—
—
—
—
—
Special revenue excluding mortgage/asset-backed securities
3,548
(46)
—
—
3,548
(46)
Industrial and miscellaneous
6,929
(38)
188
(1)
7,117
(39)
Mortgage/asset-backed securities
7,035
(19)
182
—
7,217
(19)
Total
$
18,747
$
(114)
$
2,197
$
(3)
$
20,944
$
(117)
The Company considers the following factors in determining whether declines in the fair value of investments are other-than-temporary:
● The significance of the decline in fair value compared to the cost basis,
● The time period during which there has been a significant decline in fair value,
● Whether the unrealized loss is credit-driven or a result of changes in market interest rates,
● A fundamental analysis of the business prospects and financial condition of the issuer,
● The Company’s intent to sell the securities as of each reporting date, and
● If the Company does not expect to recover the entire amortized cost basis or cost of the investment.
Based on the Company’s reviews as of September 30, 2020 and December 31, 2019, the Company determined that the fixed maturity securities’ unrealized losses were primarily the result of the interest rate environment and not the credit quality of the issuers. None of the fixed maturity securities were determined to be other-than-temporarily impaired. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before the recovery of their amortized cost basis. Therefore, none of the fixed maturity securities were written down during the respective periods.
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Contractual maturities of available-for-sale fixed maturity securities
The amortized cost and fair value of fixed maturity securities at September 30, 2020, by contractual maturity, are shown below.
Amortized
Fair
Cost
Value
(in thousands)
Due within one year
$
11,521
$
11,650
Due after one year through five years
144,424
148,032
Due after five years through ten years
104,751
110,836
Due after ten years
36,819
37,705
Mortgage and asset-backed securities
80,143
82,588
$
377,658
$
390,811
Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations.
Net investment income summary
Net investment income is summarized as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2020
2019
2020
2019
(in thousands)
(in thousands)
Interest income
$
2,149
$
1,678
$
6,242
$
4,140
Dividend income
109
132
354
299
Investment expense
(120)
(81)
(309)
(267)
Net investment income
$
2,138
$
1,729
$
6,287
$
4,172
Net realized and unrealized investment gains and losses
The following table presents net realized and unrealized investment gains and losses:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2020
2019
2020
2019
(in thousands)
(in thousands)
Realized gains:
Gains on sales of fixed maturity securities
$
66
$
38
$
256
$
135
Gains on sales of equity securities
59
—
57
64
Total realized gains
125
38
313
199
Realized losses:
Losses on sales of fixed maturity securities
—
(1)
(44)
(70)
Losses on sales of equity securities
—
(21)
—
(174)
Total realized losses
—
(22)
(44)
(244)
Net realized investment gains (losses)
125
16
269
(45)
Net unrealized gains (losses) on equity securities
(101)
345
974
3,310
Net realized and unrealized gains on investments
$
24
$
361
$
1,243
$
3,265
Realized gains and losses on disposition of investments are based on specific identification of the investments sold on the settlement date.
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Proceeds from the sale of fixed maturity securities were $16.3 million and $28.8 million for the three months ended September 30, 2020 and 2019, respectively and $29.2 million and $88.1 million for the nine months ended September 30, 2020 and 2019, respectively.
The Company places securities on statutory deposit with certain state agencies to retain the right to do business in those states. These securities are included in available-for-sale investments on the balance sheet. At September 30, 2020 and December 31, 2019, the carrying value of securities on deposit with state regulatory authorities was $6.5 million and $5.1 million, respectively.
3. Fair Value Measurements
Fair value is defined as the price that the Company would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment.
The three-tier hierarchy of inputs is summarized in the three broad levels listed below:
Level 1—Unadjusted quoted prices are available in active markets for identical investments as of the reporting date.
Level 2—Pricing inputs are quoted prices for similar investments in active markets; quoted prices for identical or similar investments in inactive markets; or valuations based on models where the significant inputs are observable or can be corroborated by observable market data.
Level 3—Pricing inputs into models are unobservable for the investment. The unobservable inputs require significant management judgment or estimation.
To measure fair value, the Company obtains quoted market prices for its investment securities from its outside investment managers. If a quoted market price is not available, the Company uses prices of similar securities. The fair values obtained from the outside investment managers are reviewed for reasonableness and any discrepancies are investigated for final valuation.
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The fair value of the Company’s investments in fixed maturity securities is estimated using relevant inputs, including available market information, benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. An Option Adjusted Spread model is also used to develop prepayment and interest rate scenarios. Industry standard models are used to analyze and value securities with embedded options or prepayment sensitivities. These fair value measurements are estimated based on observable, objectively verifiable market information rather than market quotes. Therefore, these investments are classified and disclosed in Level 2 of the hierarchy.
The following tables present the Company’s fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019.
September 30, 2020
Level 1
Level 2
Level 3
Total
(in thousands)
Assets:
Fixed maturity securities
U.S. Governments
$
—
$
16,652
$
—
$
16,652
States, territories, and possessions
—
4,672
—
4,672
Political subdivisions
—
2,374
—
2,374
Special revenue excluding mortgage/asset-backed securities
—
37,093
—
37,093
Industrial and miscellaneous
—
247,432
—
247,432
Mortgage/asset-backed securities
—
82,588
—
82,588
Equity securities
45,037
—
—
45,037
Cash, cash equivalents, and restricted cash
14,196
—
—
14,196
Total assets
$
59,233
$
390,811
$
—
$
450,044
December 31, 2019
Level 1
Level 2
Level 3
Total
(in thousands)
Assets:
Fixed maturity securities
U.S. Governments
$
—
$
13,679
$
—
$
13,679
States, territories, and possessions
—
2,445
—
2,445
Political subdivisions
—
1,942
—
1,942
Special revenue excluding mortgage/asset-backed securities
—
18,436
—
18,436
Industrial and miscellaneous
—
129,013
—
129,013
Mortgage/asset-backed securities
—
50,136
1,500
51,636
Equity securities
—
22,328
—
22,328
Cash, cash equivalents, and restricted cash
28,350
4,999
—
33,349
Total assets
$
28,350
$
242,978
$
1,500
$
272,828
The carrying amounts of financial assets and liabilities reported in the accompanying condensed consolidated balance sheet including cash and cash equivalents, restricted cash, receivables, reinsurance recoverable, and accounts payable and other accrued liabilities approximate fair value due to their short term-maturity.
Transfers between Level 3 and Level 2 securities result from changes in the availability of market observable inputs and are recorded at the beginning of the reporting period. As of September 30, 2020, the Company had no fixed income securities classified as Level 3. As of December 31, 2019, the Company had $1.5 million of fixed income securities classified as Level 3 due to the availability of market observable inputs which were transferred to Level 2 during the nine months ended September 30, 2020.
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4. Reserve for Losses and Loss Adjustment Expenses
The following table represents a reconciliation of changes in the ending reserve balances for losses and loss adjustment expenses (“LAE”):
Three months ended September 30,
Nine Months Ended September 30,
2020
2019
2020
2019
(in thousands)
(in thousands)
Reserve for losses and loss adjustment expenses net of reinsurance recoverables at beginning of period
$
7,087
$
1,428
$
3,869
$
4,165
Add: Incurred losses and loss adjustment expenses, net of reinsurance, related to:
Current year
40,803
2,647
46,867
3,660
Prior years
257
(208)
34
(262)
Total incurred
41,060
2,439
46,901
3,398
Deduct: Loss and loss adjustment expense payments, net of reinsurance, related to:
Current year
8,232
641
9,754
1,044
Prior years
375
312
1,476
3,605
Total payments
8,607
953
11,230
4,649
Reserve for losses and loss adjustment expense net of reinsurance recoverables at end of period
39,540
2,914
39,540
2,914
Add: Reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period
92,537
14,052
92,537
14,052
Reserve for losses and loss adjustment expenses gross of reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period
$
132,077
$
16,966
$
132,077
$
16,966
Considerable variability is inherent in the estimate of the reserve for losses and LAE. Although management believes the liability recorded for losses and LAE is adequate, the variability inherent in this estimate could result in changes to the ultimate liability, which may be material to stockholders’ equity.
The Company experienced adverse development of $0.3 million and $0.03 million in the three and nine months ended September 30, 2020 and favorable development of $0.2 million and $0.3 million in the three and nine months ended September 30, 2019.
Adverse development in the three and nine months ended September 30, 2020 was primarily due to reported activity in the assumed reinsurance line of business, partially offset by favorable development in the specialty homeowners line of business.
Favorable development during for the three and nine months ended September 30, 2019 was primarily due to lower than originally anticipated frequency and severity of claims in the specialty homeowners line of business.
5. Long-term Debt
In September 2018, the Company completed a private placement financing of $20.0 million floating rate senior secured notes (“Floating Rate Notes”). These Floating Rate Notes were redeemed in May 2019 pursuant to their terms and the Company did not have any debt subsequent to May 2019.
The Company recognized a charge of $1.3 million upon redemption with $0.4 million due to the redemption premium and $0.9 million due to the write-off of unamortized debt issuance costs. The $0.4 million redemption premium was recognized as a component of interest expense and the $0.9 million issuance cost write-off was recognized as a
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component of other underwriting expenses in the Company's unaudited condensed consolidated statement of income (loss) and comprehensive income (loss).
The Company incurred and paid $1.1 million and $1.2 million in interest related to the Floating Rate Notes for the nine months ended September 30, 2019.
6. Income Taxes
Prior to March 2019, the Company was a Cayman Islands incorporated holding company with U.K. tax residency. On March 14, 2019, the Company implemented a domestication (“the Domestication”) pursuant to Section 388 of the Delaware General Corporation Law and Section 206 of the Companies Law (2018 Revision), as amended, of the Cayman Islands pursuant to which it became a Delaware corporation and no longer subject to the laws of the Cayman Islands.
Historically, the Company’s Bermuda based subsidiary, PSRE, was not required to pay any taxes on its income or capital gains but was subject to a 1% U.S. federal excise tax on reinsurance premiums assumed. The Company has filed an irrevocable election for PSRE to be taxed as a U.S. domestic corporation under Section 953(d) of the Code effective January 1, 2019.
Prior to 2019, the Company maintained a valuation allowance on the U.S. tax attributes due to significant negative evidence, including cumulative U.S. losses in the most recent three-year period and our assessment that the realization of the net deferred tax assets did not meet the "more likely than not" criteria under ASC 740, Income Taxes . Management assessed available positive and negative evidence to estimate whether sufficient future taxable income would be generated to permit use of the existing deferred tax assets. The projected reversal of temporary differences, the Domestication, and projected future operating income in the U.S. represents significant positive evidence, which outweighed the historical negative evidence.
Based on this evidence, management determined it was more likely than not that the federal deferred tax assets are recoverable and released the associated $1.7 million valuation allowance as of March 31, 2019. The Company will continue to have a valuation allowance on deferred tax assets associated with state net operating loss carryforwards as they do not meet the “more likely than not” criteria due to the limited carryforward period. The amount of the deferred tax assets considered realizable could be adjusted if estimates of future taxable income during the carryforward period change or if objective negative evidence in the form of cumulative losses is no longer present.
The tax expense for the three and nine months ended September 30, 2020 differs from the statutory rate of 21% due primarily to the tax impact of the permanent component of employee stock option exercises. For the three months ended September 30, 2019 differs from the statutory rate of 21% due to miscellaneous differences between taxable income calculated under GAAP and IRS regulations. The tax expense for the nine months ended September 30, 2019 differs significantly the statutory rate of 21% primarily due to a U.S. tax benefit of $1.7 million for the reversal of a significant portion of the Company’s U.S. deferred tax valuation allowance offset by tax expense of $4.8 million from an addback related to a nondeductible stock compensation charge incurred upon modification of the Company’s management incentive plan in March 2019.
7. Capital Stock
As of September 30, 2020 and December 31, 2019, the Company has 5,000,000 preferred shares authorized with a par value of $0.0001 and no preferred shares issued and outstanding. As of September 30, 2020 and December 31, 2019, the Company has 500,000,000 common shares authorized and 25,518,957 and 23,468,750 common shares issued and outstanding, respectively, with a par value of $0.0001. Additional paid in capital is $309.5 million as of September 30, 2020 and $180.0 million as of December 31, 2019.
On March 15, 2019, the Company effected a 17,000,000 for one forward stock split in conjunction with domestication in the United States. All share and per share information included in the condensed consolidated financial
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statements and notes to the condensed consolidated financial statements have been retroactively adjusted to reflect the stock split for the Company’s common stock for all periods presented.
On April 22, 2019, the Company completed its IPO with the sale of 6,468,750 shares of common stock at a price to the public of $15.00 per share. The Company received net proceeds of approximately $87.4 million, after deducting underwriting discounts and commissions and offering costs.
On January 9, 2020, the Company sold 750,000 shares of common stock to the public at a price of $49.00 per share (along with 5,000,000 shares sold by existing stockholders) in an underwritten public offering. The Company received net proceeds of approximately $35.5 million, after deducting underwriting discounts and commissions and offering costs.
On June 26, 2020, the Company sold 1,150,000 shares of common stock to the public at a price of $82.00 per share in an underwritten public offering. The Company received net proceeds of approximately $90.1 million, after deducting underwriting discounts and commissions and offering costs.
Common stock reserved for future issuance consists of the following as of September 30, 2020:
Stock options outstanding under 2019 Equity Incentive Plan
996,870
Restricted stock units outstanding under 2019 Equity Incentive Plan
14,734
Shares authorized for future issuance under 2019 Equity Incentive Plan
1,970,618
Shares authorized for future issuance under 2019 Employee Stock Purchase Plan
451,633
Total
3,433,855
8. Stock-Based Compensation
The below table summarizes the Company’s stock-based compensation expense for each period presented:
Three months ended September 30,
Nine months ended September 30,
2020
2019
2020
2019
(in thousands)
(in thousands)
Stock-Based Compensation
$
551
$
410
$
1,457
$
23,677
Stock-based compensation expense is recognized on a straight-line basis over the vesting period of equity-based awards. The Company does not apply a forfeiture rate to unvested awards and accounts for forfeitures as they occur. All stock-based compensation is included in other underwriting expenses in the Company’s unaudited condensed consolidated statement of income (loss) and comprehensive income (loss).
The Company recognized approximately $23.0 million of stock-based compensation expense in March 2019 relating to the modification of its 2014 Management Incentive Plan. The Company began recognizing stock-based compensation expense relating to its 2019 Equity Incentive Plan and the 2019 Employee Stock Purchase Plan upon their inception and initial stock grants in April 2019 and all stock based compensation expense recognized subsequent to April 2019 relates to the 2019 Equity Incentive Plan and 2019 Employee Stock Purchase Plan.
Management Incentive Plan prior to IPO
The Company’s former parent, GC Palomar Investor LP, adopted a 2014 Management Incentive Plan (in the form of profits interests) on February 12, 2014 under which certain officers and employees of PSIC and its affiliates were entitled to Class P Units in GC Palomar Investor LP. Class P unit holders were expected to realize value only upon the occurrence of liquidity events meeting requisite financial thresholds after the Class A unit holders recovered their investment. The Class P unit holders had no voting rights. The Company did not record stock-based compensation expense related to this plan prior to 2019 because no liquidity events were probable of occurring.
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On March 15, 2019, the Company modified its 2014 Management Incentive Plan by eliminating the requirement of a liquidity event to occur for the holders of its Class P units to realize value. The 12,552,825 Class P units outstanding were modified such that the vesting of each Class P unit holder’s awards was accelerated and their Class P distribution percentages were determined and distributed based on these percentages. This modification resulted in a stock compensation charge and corresponding increase to additional paid-in capital of $23.0 million during the quarter ending March 31, 2019.
2019 Equity Incentive Plan
On April 16, 2019, the Company's 2019 Equity Incentive Plan (“the 2019 Plan”) became effective. The 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares and units, and other cash-based or share-based awards. In addition, the 2019 Plan contains a mechanism through which the Company may adopt a deferred compensation arrangement in the future.
A total of 2,400,000 shares of common stock were initially authorized and reserved for issuance under the 2019 Plan. This reserve increases on January 1 of each year through 2029 by an amount equal to the smaller of: 3% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or an amount determined by the board of directors.
Stock Options
Recipients of stock options can purchase shares of the Company’s common stock at a price equal to the stock's fair market value on the grant date, determined by the closing price of the Company's stock on the grant date. Stock options vest over a two or four-year period with 25% or 50% vesting on the first anniversary of the grant date and the remainder vesting monthly over the remaining period, subject to continued employment. Stock options expire ten years after the grant date.
The following table summarizes stock option transactions for the 2019 Plan for the nine months ended September 30, 2020:
Number of shares
Weighted-average exercise price
Weighted average remaining contractual term (in years)
Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2019
1,046,373
$
17.05
9.33
$
35,039
Options granted
90,757
80.43
Options exercised
(115,774)
15.03
Options canceled
(24,486)
21.46
Outstanding at September 30, 2020
996,870
$
22.95
8.68
$
81,128
Vested and Exercisable at September 30, 2020
422,203
$
15.07
8.54
$
37,649
As of September 30, 2020, the Company had approximately $3.7 million of total unrecognized stock-based compensation expense related to stock options expected to be recognized over a weighted-average period of 2.27 years.
The fair value of each option granted during the nine months ended September 30, 2020 was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:
Risk free rate of return (1)
0.32% - 1.52%
Expected share price volatility (2)
18.13% - 25.12%
Expected life in years (3)
5.63 - 6.08 years
Dividend yield (4)
0%
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(1) Determined based on the U.S. Treasury yield in effect at the time of the grant for zero-coupon U.S. Treasury notes with remaining terms similar to the expected term of the options.
(2) Determined based on analysis of the volatility of a peer group of publicly traded companies.
(3) Determined using the “simplified method” for estimating the expected option life, which is the average of the weighted-average vesting period and contractual term of the option as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its common stock has been publicly traded.
(4) Determined to be zero as the Company has not historically issued dividends.
Restricted Stock Units
Restricted stock units are valued on their grant date and generally vest either on the first anniversary of the grant date or over a three-year period with one third vesting on each anniversary date, subject to continued service. The fair value of RSUs is determined using the closing price of the Company's common stock on the grant date.
The following table summarizes RSU transactions for the 2019 Plan for the nine months ended September 30, 2020:
Number of shares
Weighted-average grant date fair value
Non vested outstanding at December 31, 2019
6,066
$
16.49
Granted
14,734
95.86
Vested
(6,066)
16.49
Forfeited
—
—
Non vested outstanding at September 30, 2020
14,734
$
95.86
As of September 30, 2020, the Company had approximately $1.3 million of total unrecognized stock-based compensation expense related to RSUs expected to be recognized over a weighted-average period of 2.66 years.
2019 Employee Stock Purchase Plan
On April 16, 2019, the Company's 2019 Employee Stock Purchase Plan (“the 2019 ESPP”) became effective. A total of 240,000 shares of common stock are initially authorized and reserved for issuance under the 2019 ESPP. In addition, the 2019 ESPP provides for annual increases in the number of shares available for issuance on January 1 of each year through 2029, equal to the smaller of 240,000 shares of the Company’s common stock or such other amount as may be determined by the board of directors.
Under the 2019 ESPP, employees can purchase Company stock at a discount via payroll withholdings. The 2019 ESPP is administered through employee participation in discrete offering periods. During each discrete offering period employee funds are withheld, and the stock purchase occurs upon the conclusion of the offering period. The Company issued 28,367 shares pursuant to the ESPP during the nine months ended September 30, 2020.
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9. Accumulated Other Comprehensive Income
Changes in accumulated other comprehensive income (“AOCI”) are as follows:
Nine Months Ended September 30,
2020
2019
(in thousands)
Beginning Balance
$
4,686
$
(563)
Other comprehensive income before reclassification
7,494
8,090
Federal income tax expense
(1,573)
(1,666)
Other comprehensive income before reclassification, net of tax
5,921
6,424
Amounts reclassified from AOCI
(214)
44
Federal income tax expense
45
(9)
Amounts reclassified from AOCI, net of tax
(169)
35
Other comprehensive income
5,752
6,459
Balance at end of period
$
10,438
$
5,896
10. Earnings Per Share
The following table sets out earnings per share of common stock:
Three months ended September 30,
Nine months ended September 30,
2020
2019
2020
2019
(in thousands, except shares and per share data)
(in thousands, except shares and per share data)
Net income (loss)
$
(15,685)
$
7,454
$
8,102
$
(258)
Weighted average common shares outstanding:
Basic
25,492,274
23,468,750
24,654,722
20,838,599
Common Share equivalents
—
416,387
729,796
—
Diluted
25,492,274
23,885,137
25,384,518
20,838,599
Earnings per share:
Basic
$
(0.62)
$
0.32
$
0.33
$
(0.01)
Diluted
$
(0.62)
$
0.31
$
0.32
$
(0.01)
Common share equivalents relate primarily to outstanding stock options and RSUs under the 2019 Plan and unpurchased shares under the 2019 ESPP and are calculated using the treasury stock method. For the respective three months ended September 31, 2020 and nine months ended September 30, 2019, there were 761,337 and 196,741 common share equivalents excluded from the calculation of diluted earnings per share as their effects were anti-dilutive due to the net loss reported in these periods.
11. Cash Distribution
In March 2019, the Company made a one-time cash distribution totaling approximately $5.1 million to its then-sole stockholder, GC Palomar Investor LP, enabling it to distribute funds to its partners in order to allow such partners to satisfy tax obligations incurred as a result of the Domestication transactions.
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12. Underwriting Information
The Company has a single reportable segment and offers primarily earthquake, wind, and flood insurance products. Gross written premiums (“GWP”) by product are presented below:
Three Months Ended September 30,
Nine Months Ended September 30,
2020
2019
2020
2019
($ in thousands)
($ in thousands)
% of
% of
% of
% of
Amount
GWP
Amount
GWP
Amount
GWP
Amount
GWP
Product
Residential Earthquake
$
40,507
39.3
%
$
35,711
53.9
%
$
103,503
40.1
%
$
95,005
53.2
%
Commercial Earthquake
18,061
17.5
%
8,402
12.7
%
40,727
15.8
%
23,020
12.9
%
Specialty Homeowners
17,048
16.6
%
8,572
12.9
%
38,461
14.9
%
24,994
14.0
%
Commercial All Risk
12,467
12.1
%
7,077
10.7
%
39,765
15.4
%
21,929
12.3
%
Inland Marine
4,406
4.3
%
1,060
1.6
%
9,747
3.8
%
1,294
0.7
%
Hawaii Hurricane
4,360
4.2
%
3,299
5.0
%
10,296
4.0
%
8,048
4.5
%
Residential Flood
2,170
2.1
%
1,450
2.2
%
5,728
2.2
%
3,494
2.0
%
Other
3,948
3.9
%
671
1.0
%
10,041
3.8
%
835
0.4
%
Total Gross Written Premiums
$
102,967
100.0
%
$
66,242
100.0
%
$
258,268
100.0
%
$
178,619
100.0
%
Gross written premiums by state are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2020
2019
2020
2019
($ in thousands)
($ in thousands)
% of
% of
% of
% of
Amount
GWP
Amount
GWP
Amount
GWP
Amount
GWP
State
California
$
52,960
51.4
%
$
36,789
55.5
%
$
124,131
48.1
%
$
99,543
55.7
%
Texas
20,460
19.9
%
11,239
17.0
%
55,047
21.3
%
32,678
18.3
%
Hawaii
5,097
5.0
%
3,675
5.5
%
11,990
4.6
%
8,688
4.9
%
Washington
4,340
4.2
%
2,910
4.4
%
10,002
3.9
%
6,430
3.6
%
South Carolina
2,089
2.0
%
1,258
1.9
%
7,203
2.8
%
4,614
2.5
%
North Carolina
2,839
2.8
%
967
1.5
%
7,131
2.8
%
2,654
1.5
%
Oregon
2,912
2.8
%
2,153
3.3
%
7,298
2.8
%
5,279
3.0
%
Mississippi
2,173
2.1
%
1,315
2.0
%
5,628
2.2
%
3,383
1.9
%
Other
10,097
9.8
%
5,936
8.9
%
29,838
11.5
%
15,350
8.6
%
Total Gross Written Premiums
$
102,967
100.0
%
$
66,242
100.0
%
$
258,268
100.0
%
$
178,619
100.0
%
13. Subsequent Events
On November 10, 2020, the Company announced that its wholly-owned subsidiary, PSIC, had entered into a Renewal Rights Agreement, dated as of November 9, 2020, with GeoVera Holdings Inc. (“GeoVera”), pursuant to which GeoVera agreed to sell, and the Company’s PSIC subsidiary agreed to purchase, the renewal rights to GeoVera’s Hawaii residential Hurricane policies. The sale was consummated on November 9, 2020.
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As part of this agreement, the Company has the ability to gain approximately $17 million of written premiums over the next 12 months. There is no guarantee that current GeoVera policyholders will renew their Hurricane policies with the Company; therefore, the ultimate impact to the Company’s written premiums is uncertain.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.