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)
June 30,
December 31,
2022
2021
(Unaudited)
Assets
Investments:
Fixed maturity securities available for sale, at fair value (amortized cost: $ 513,166 in 2022; $ 426,122 in 2021)
$
478,477
$
432,682
Equity securities, at fair value (cost: $ 41,990 in 2022; $ 31,834 in 2021)
37,509
33,261
Total investments
515,986
465,943
Cash and cash equivalents
36,471
50,284
Restricted cash
37
87
Accrued investment income
3,221
2,725
Premium receivable
119,698
88,012
Deferred policy acquisition costs
55,731
55,953
Reinsurance recoverable on unpaid losses and loss adjustment expenses
107,898
127,947
Reinsurance recoverable on paid losses and loss adjustment expenses
24,748
29,368
Ceded unearned premiums
129,724
58,315
Prepaid expenses and other assets
40,519
37,072
Deferred tax assets, net
7,533
—
Property and equipment, net
687
527
Intangible assets, net
8,888
9,501
Total assets
$
1,051,141
$
925,734
Liabilities and stockholders' equity
Liabilities:
Accounts payable and other accrued liabilities
$
17,646
$
21,284
Reserve for losses and loss adjustment expenses
163,667
173,366
Unearned premiums
376,809
284,665
Ceded premium payable
85,592
37,460
Funds held under reinsurance treaty
6,362
10,882
Deferred tax liabilities, net
—
3,908
Borrowings from credit agreements
23,000
—
Total liabilities
673,076
531,565
Stockholders' equity:
Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021
—
—
Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 25,220,131 and 25,428,929 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
3
3
Additional paid-in capital
326,473
318,902
Accumulated other comprehensive income (loss)
( 27,216 )
5,312
Retained earnings
78,805
69,952
Total stockholders' equity
378,065
394,169
Total liabilities and stockholders' equity
$
1,051,141
$
925,734
See accompanying notes.
3
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
Six Months Ended
June 30,
June 30,
2022
2021
2022
2021
Revenues:
Gross written premiums
$
218,689
$
129,359
$
389,623
$
232,936
Ceded written premiums
( 122,627 )
( 51,568 )
( 212,179 )
( 94,932 )
Net written premiums
96,062
77,791
177,444
138,004
Change in unearned premiums
( 15,797 )
( 23,576 )
( 21,147 )
( 36,736 )
Net earned premiums
80,265
54,215
156,297
101,268
Net investment income
3,140
2,194
5,719
4,413
Net realized and unrealized gains (losses) on investments
( 4,735 )
300
( 6,014 )
( 439 )
Commission and other income
990
1,006
1,767
1,717
Total revenues
79,660
57,715
157,769
106,959
Expenses:
Losses and loss adjustment expenses
14,398
7,235
29,351
2,813
Acquisition expenses
28,663
22,424
56,718
41,737
Other underwriting expenses
18,195
12,539
34,119
26,786
Interest expense
111
—
204
—
Total expenses
61,367
42,198
120,392
71,336
Income before income taxes
18,293
15,517
37,377
35,623
Income tax expense
3,704
3,177
8,251
6,653
Net income
14,589
12,340
29,126
28,970
Other comprehensive income (loss), net:
Net unrealized gains (losses) on securities available for sale for the three and six months ended June 30, 2022 and 2021, respectively
( 14,065 )
2,710
( 32,528 )
( 3,489 )
Net comprehensive income (loss)
$
524
$
15,050
$
( 3,402 )
$
25,481
Per Share Data:
Basic earnings per share
$
0.58
$
0.48
$
1.15
$
1.14
Diluted earnings per share
$
0.57
$
0.47
$
1.13
$
1.11
Weighted-average common shares outstanding:
Basic
25,211,924
25,479,561
25,283,222
25,515,893
Diluted
25,746,780
26,104,880
25,817,442
26,181,206
See accompanying notes.
4
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, 2020
25,525,796
$
3
$
310,507
$
13,246
$
39,957
$
363,713
Other comprehensive loss, net of tax
—
—
—
( 3,489 )
—
( 3,489 )
Stock-based compensation
—
—
1,845
—
—
1,845
Issuance of common stock via employee stock purchase plan
4,596
—
333
—
—
333
Issuance of common stock via equity incentive plan
78,207
—
1,225
—
—
1,225
Repurchases of common stock
( 239,096 )
—
—
—
( 15,852 )
( 15,852 )
Net income
—
—
—
—
28,970
28,970
Balance at June 30, 2021
25,369,503
$
3
$
313,910
$
9,757
$
53,075
$
376,745
Balance at December 31, 2021
25,428,929
3
$
318,902
$
5,312
$
69,952
$
394,169
Other comprehensive loss, net of tax
—
—
—
( 32,528 )
—
( 32,528 )
Stock-based compensation
—
—
5,463
—
—
5,463
Issuance of common stock via employee stock purchase plan
6,078
—
333
—
—
333
Issuance of common stock via equity incentive plan
132,137
—
1,775
—
—
1,775
Repurchases of common stock
( 347,013 )
—
—
—
( 20,273 )
( 20,273 )
Net income
—
—
—
—
29,126
29,126
Balance at June 30, 2022
25,220,131
$
3
$
326,473
$
( 27,216 )
$
78,805
$
378,065
See accompanying notes.
5
Palomar Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Six Months Ended
June 30,
2022
2021
Operating activities
Net cash provided by (used in) operating activities
$
82,799
$
( 7,067 )
Investing activities
Purchases of property and equipment
( 267 )
( 18 )
Capitalized software costs
( 2,757 )
( 2,285 )
Purchases of fixed maturity securities
( 203,616 )
( 56,267 )
Purchases of equity securities
( 10,156 )
( 6,157 )
Sales and maturities of fixed maturity securities
115,314
52,164
Sales of equity securities
—
24,268
Change in securities receivable or payable, net
—
1,500
Payment of additional costs associated with purchase of policy renewal rights
( 15 )
( 11 )
Net cash provided by (used in) investing activities
( 101,497 )
13,194
Financing activities
Proceeds from line of credit
23,000
—
Proceeds from common stock issued via employee stock purchase plan
333
333
Proceeds from common stock issued via stock option exercises
1,775
1,225
Repurchases of common stock
( 20,273 )
( 15,852 )
Net cash provided by (used in) financing activities
4,835
( 14,294 )
Net decrease in cash, cash equivalents and restricted cash
( 13,863 )
( 8,167 )
Cash, cash equivalents and restricted cash at beginning of period
50,371
33,786
Cash, cash equivalents and restricted cash at end of period
$
36,508
$
25,619
Supplementary cash flow information:
Cash paid for income taxes
$
13,085
$
—
The following table summarizes our cash and cash equivalents and restricted cash and cash equivalents within the condensed consolidated balance sheets (in thousands):
June 30,
December 31,
2022
2021
(unaudited)
Cash and cash equivalents
$
36,471
$
50,284
Restricted cash
37
87
Cash and cash equivalents and restricted cash
$
36,508
$
50,371
See accompanying notes.
6
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, 2021, filed with the SEC on February 24, 2022 (the “2021 Annual Report on Form 10-K”)
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
Recently adopted accounting pronouncements
The Company has not adopted any new accounting guidance during the three months ended June 30, 2022.
Recently issued accounting pronouncements not yet adopted
There are not currently any recent accounting pronouncements or pending accounting guidance that have significance, or potential significance, to the Company’s 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
June 30, 2022
Cost or Cost
Gains
Losses
Value
(in thousands)
Fixed maturities:
U.S. Governments
$
46,397
$
3
$
( 1,232 )
$
45,168
States, territories, and possessions
5,866
74
( 360 )
5,580
Political subdivisions
6,744
7
( 707 )
6,043
Special revenue excluding mortgage/asset-backed securities
43,126
5
( 4,154 )
38,977
Corporate and other
265,896
121
( 19,610 )
246,407
Mortgage/asset-backed securities
145,137
53
( 8,889 )
136,301
Total available-for-sale investments
$
513,166
$
263
$
( 34,952 )
$
478,477
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
December 31, 2021
Cost or Cost
Gains
Losses
Value
(in thousands)
Fixed maturities:
U.S. Governments
$
16,713
$
347
$
( 190 )
$
16,870
States, territories, and possessions
3,789
288
( 63 )
4,014
Political subdivisions
6,295
107
( 22 )
6,380
Special revenue excluding mortgage/asset-backed securities
43,301
1,273
( 76 )
44,498
Corporate and other
245,064
5,873
( 1,891 )
249,046
Mortgage/asset-backed securities
110,960
1,377
( 463 )
111,874
Total available-for-sale investments
$
426,122
$
9,265
$
( 2,705 )
$
432,682
Security holdings in an unrealized loss position
As of June 30, 2022, the Company held 762 fixed maturity securities in an unrealized loss position with a total estimated fair value of $ 437.7 million and total gross unrealized losses of $ 35.0 million. As of December 31, 2021, the Company held 231 fixed maturity securities in an unrealized loss position with a total estimated fair value of $ 170.1 million and total gross unrealized losses of $ 2.7 million.
8
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 June 30, 2022 and December 31, 2021, are as follows:
Less Than 12 Months
More Than 12 Months
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
June 30, 2022
Value
Losses
Value
Losses
Value
Losses
(in thousands)
Fixed maturity securities:
U.S. Governments
$
37,120
$
( 659 )
$
6,478
$
( 573 )
$
43,598
$
( 1,232 )
States, territories, and possessions
1,669
( 360 )
—
—
1,669
( 360 )
Political subdivisions
4,015
( 435 )
1,546
( 272 )
5,561
( 707 )
Special revenue excluding mortgage/asset-backed securities
37,841
( 4,154 )
—
—
37,841
( 4,154 )
Corporate and other
203,674
( 16,868 )
15,103
( 2,742 )
218,777
( 19,610 )
Mortgage/asset-backed securities
123,990
( 8,209 )
6,240
( 680 )
130,230
( 8,889 )
Total
$
408,309
$
( 30,685 )
$
29,367
$
( 4,267 )
$
437,676
$
( 34,952 )
Less Than 12 Months
More Than 12 Months
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
December 31, 2021
Value
Losses
Value
Losses
Value
Losses
(in thousands)
Fixed maturity securities:
U.S. Governments
$
5,968
$
( 147 )
$
1,457
$
( 43 )
$
7,425
$
( 190 )
States, territories, and possessions
1,444
( 63 )
—
—
1,444
( 63 )
Political subdivisions
1,815
( 22 )
—
—
1,815
( 22 )
Special revenue excluding mortgage/asset-backed securities
6,280
( 76 )
—
—
6,280
( 76 )
Corporate and other
94,020
( 1,468 )
5,570
( 423 )
99,590
( 1,891 )
Mortgage/asset-backed securities
51,246
( 412 )
2,319
( 51 )
53,565
( 463 )
Total
$
160,773
$
( 2,188 )
$
9,346
$
( 517 )
$
170,119
$
( 2,705 )
The Company reviews all securities with unrealized losses on a quarterly basis to assess whether the decline in the securities fair value necessitates the recognition of an allowance for credit losses. The Company considers numerous factors in its review as described in Footnote 1 of the Notes to the Consolidated Financial Statements in the 2021 Annual Report on Form 10-K.
The Company has recorded an immaterial allowance for credit losses pertaining to one investment security. Based on the Company’s review as of June 30, 2022, for the remainder of securities, 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. 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.
9
Contractual maturities of available-for-sale fixed maturity securities
The amortized cost and fair value of fixed maturity securities at June 30, 2022, by contractual maturity, are shown below.
Amortized
Fair
Cost
Value
(in thousands)
Due within one year
$
32,742
$
32,461
Due after one year through five years
174,358
166,479
Due after five years through ten years
126,703
114,076
Due after ten years
34,226
29,160
Mortgage and asset-backed securities
145,137
136,301
$
513,166
$
478,477
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
Six Months Ended
June 30,
June 30,
2022
2021
2022
2021
(in thousands)
(in thousands)
Interest income
$
3,082
$
2,262
$
5,640
$
4,501
Dividend income
185
58
340
157
Investment expense
( 127 )
( 126 )
( 261 )
( 245 )
Net investment income
$
3,140
$
2,194
$
5,719
$
4,413
Net realized and unrealized investment gains and losses
The following table presents net realized and unrealized investment gains and losses:
Three Months Ended
Six Months Ended
June 30,
June 30,
2022
2021
2022
2021
(in thousands)
(in thousands)
Realized gains:
Gains on sales of fixed maturity securities
$
7
$
166
$
10
$
218
Gains on sales of equity securities
—
420
—
1,229
Total realized gains
7
586
10
1,447
Realized losses:
Losses on sales of fixed maturity securities
( 116 )
—
( 116 )
( 2 )
Losses on sales of equity securities
—
—
—
—
Total realized losses
( 116 )
—
( 116 )
( 2 )
Net realized investment gains (losses)
( 109 )
586
( 106 )
1,445
Net unrealized gains (losses) on equity securities
( 4,626 )
( 286 )
( 5,908 )
( 1,884 )
Net realized and unrealized gains (losses) on investments
$
( 4,735 )
$
300
$
( 6,014 )
$
( 439 )
Realized gains and losses on disposition of investments are based on specific identification of the investments sold on the settlement date.
10
Proceeds from the sale of fixed maturity securities were $ 1.0 million and $ 4.8 million for the three months ended June 30, 2022 and 2021, respectively.
Proceeds from the sale of fixed maturity securities were $ 5.8 million and $ 11.1 million for the six months ended June 30, 2022 and 2021, 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. As of June 30, 2022, the carrying value of securities on deposit with state regulatory authorities was $ 8.4 million. As of December 31, 2021, the carrying value of securities on deposit with state regulatory authorities was $ 7.5 million.
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.
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.
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The following tables present the hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021.
June 30, 2022
Level 1
Level 2
Level 3
Total
(in thousands)
Assets:
Fixed maturity securities
U.S. Governments
$
—
$
45,168
$
—
$
45,168
States, territories, and possessions
—
5,580
—
5,580
Political subdivisions
—
6,043
—
6,043
Special revenue excluding mortgage/asset-backed securities
—
38,977
—
38,977
Corporate and other
—
246,407
—
246,407
Mortgage/asset-backed securities
—
136,301
—
136,301
Equity securities
37,509
—
—
37,509
Cash, cash equivalents, and restricted cash
36,508
—
—
36,508
Total assets
$
74,017
$
478,476
$
—
$
552,493
December 31, 2021
Level 1
Level 2
Level 3
Total
(in thousands)
Assets:
Fixed maturity securities
U.S. Governments
$
—
$
16,870
$
—
$
16,870
States, territories, and possessions
—
4,014
—
4,014
Political subdivisions
—
6,380
—
6,380
Special revenue excluding mortgage/asset-backed securities
—
44,498
—
44,498
Corporate and other
—
249,046
—
249,046
Mortgage/asset-backed securities
—
110,374
1,500
111,874
Equity securities
33,261
—
—
33,261
Cash, cash equivalents, and restricted cash
50,371
—
—
50,371
Total assets
$
83,632
$
431,182
$
1,500
$
516,314
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. The carrying amount of the Company’s borrowings under the Federal Home Loan Bank (“FHLB”) line of credit approximates fair value as the Company is currently borrowing at the overnight rate.
Transfers between Level 3 and Level 2 securities result from changes in the availability of observable market inputs and are recorded at the beginning of the reporting period. As of June 30, 2022, the Company had no fixed income securities classified as Level 3. As of December 31, 2021, the Company had $ 1.5 million of fixed income securities classified as Level 3 due to the availability of observable market inputs for recently purchased securities.
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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 June 30,
Six Months Ended June 30,
2022
2021
2022
2021
(in thousands)
(in thousands)
Reserve for losses and LAE net of reinsurance recoverables at beginning of period
$
51,386
$
19,016
$
45,419
$
34,470
Add: Incurred losses and LAE, net of reinsurance, related to:
Current year
14,350
7,612
27,799
5,916
Prior years
48
( 377 )
1,552
( 3,103 )
Total incurred
14,398
7,235
29,351
2,813
Deduct: Loss and LAE payments, net of reinsurance, related to:
Current year
4,399
( 1,060 )
5,889
620
Prior years
5,615
3,678
13,112
13,030
Total payments
10,014
2,618
19,001
13,650
Reserve for losses and LAE net of reinsurance recoverables at end of period
55,769
23,633
55,769
23,633
Add: Reinsurance recoverables on unpaid losses and LAE at end of period
107,898
145,459
107,898
145,459
Reserve for losses and LAE gross of reinsurance recoverables on unpaid losses and LAE at end of period
$
163,667
$
169,092
$
163,667
$
169,092
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 prior year development of $ 0.05 million during the three months ended June 30, 2022 and favorable prior year development of $ 0.4 million in the three months ended June 30, 2021.
Adverse prior year development during the three months ended June 30, 2022 was primarily due to higher than anticipated severity catastrophe losses from prior years offset by favorable development on attritional losses. Favorable prior year development during the three months ended June 30, 2021 was primarily due to lower than anticipated severity of catastrophe losses associated with certain hurricanes which occurred during the second half of 2020 primarily in the Company’s Specialty Homeowners line of business.
The Company experienced adverse prior year development of $ 1.6 million during the six months ended June 30, 2022 and favorable prior year development of $ 3.1 million in the six months ended June 30, 2021.
Adverse prior year development during the six months ended June 30, 2022 was primarily due to higher than anticipated severity of attritional and catastrophe losses from prior years. Favorable prior year development during the six months ended June 30, 2021 was primarily due to lower than anticipated severity of catastrophe losses associated with certain hurricanes which occurred during the second half of 2020 primarily in the Company’s Specialty Homeowners line of business
13
5. Stockholders’ Equity
Common stock reserved for future issuance
Common stock reserved for future issuance consists of the following as of June 30, 2022:
Stock options outstanding under 2019 Equity Incentive Plan
919,401
Restricted stock units outstanding under 2019 Equity Incentive Plan
312,832
Performance stock units outstanding under 2019 Equity Incentive Plan, at target
382,765
Shares authorized for future issuance under 2019 Equity Incentive Plan
2,591,699
Shares authorized for future issuance under 2019 Employee Stock Purchase Plan
915,762
Total
5,122,459
Stock based compensation
The below table summarizes the Company’s stock-based compensation expense for each period presented:
Three months ended June 30,
Six months ended June 30,
2022
2021
2022
2021
(in thousands)
(in thousands)
Stock-Based Compensation
$
2,704
$
907
$
5,463
$
1,845
Stock-based compensation expense is recognized on a straight-line basis over the vesting period of equity-based awards. For performance stock units (“PSUs”), any changes to expense resulting from differences in actual performance versus target are recognized over the remaining vesting period of the 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 and comprehensive income.
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 common stock on the grant date. Stock options vest over a two to four-year period with a portion vesting on the first anniversary of the grant date and the remainder vesting monthly over the remaining period , subject to continued service. Stock options expire ten years after the grant date.
14
The following table summarizes stock option transactions for the six months ended June 30, 2022:
Number of shares
Weighted-average exercise price
Weighted average remaining contractual term (in years)
Aggregate intrinsic value (in thousands)
Outstanding at January 1, 2022
933,051
$
29.41
7.59
$
36,679
Options granted
117,249
50.81
Options exercised
( 118,374 )
15.00
Options canceled
( 12,525 )
70.20
Outstanding at June 30, 2022
919,401
$
33.44
7.42
$
31,993
Vested and Exercisable at June 30, 2022
611,607
$
24.58
6.97
$
25,852
As of June 30, 2022, the Company had approximately $ 4.6 million of total unrecognized stock-based compensation expense related to stock options expected to be recognized over a weighted-average period of 1.83 years.
The fair value of each option granted during the six months ended June 30, 2022 was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:
Risk free rate of return (1)
1.69 % - 3.03 %
Expected share price volatility (2)
39.79 % - 41.81 %
Expected life in years (3)
5.89 years
Dividend yield (4)
0 %
(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 a blend of the Company’s historic stock price volatility and the historic 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
RSUs are valued using the closing price of the Company’s common stock on their grant date. The Company has issued RSUs with vesting periods of one to five years . All vesting is subject to continued service.
The following table summarizes RSU transactions for the six months ended June 30, 2022:
Number of shares
Weighted-average grant date fair value
Outstanding at January 1, 2022
235,696
$
79.33
Granted
95,892
50.96
Released
( 13,763 )
88.29
Forfeited
( 4,993 )
79.92
Non vested outstanding at June 30, 2022
312,832
$
70.23
As of June 30, 2022, the Company had approximately $ 18.2 million of total unrecognized stock-based compensation expense related to RSUs expected to be recognized over a weighted-average period of 3.43 years.
15
Performance Stock Units
The Company issues PSUs with a combination of service, performance, and market conditions.
The majority of PSUs were issued via grants made to certain executives during 2021. These PSUs are earned based on the achievement of stock price milestones. If the Company’s stock price reaches and remains at certain milestones for 30 days, the PSUs shall become earned units and will vest upon completion of a requisite service period of approximately five years from the date of grant. As of June 30, 2022, none of the stock price milestones have been achieved.
For other PSUs outstanding, vesting of PSUs requires a period of future service and the number of shares that vest depends on performance relative to predetermined targets of the Company’s Gross Written Premiums and Adjusted Return on Equity as set by the Compensation Committee. The PSU’s performance period is the fiscal year of the grant. At the end of the performance period, the actual results are measured against the predetermined targets to determine the number of PSUs to be earned as compensation. The earned PSUs are then subject to a required service period of approximately three years from the grant date before vesting and being issued as common stock.
The following table summarizes PSU transactions for the six months ended June 30, 2022:
Number of shares
Weighted-average grant date fair value
Outstanding at January 1, 2022
358,401
$
36.87
Granted
25,827
49.92
Vested
—
—
Forfeited
( 1,463 )
80.69
Non vested outstanding at June 30, 2022
382,765
$
37.58
The PSU grants above represent the number of shares that would vest based on achievement of all stock price milestones in the 2021 executive stock grants and the 100 % achievement of the predetermined performance and market conditions for the other PSU grants. The actual number of PSUs which will vest is subject to adjustment based on the Company’s actual stock price performance and financial performance relative to the predetermined targets. As of June 30, 2022, the Company had approximately $ 12.1 million of total unrecognized stock-based compensation expense related to PSUs expected to be recognized over a weighted-average period of 4.04 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 6,078 shares pursuant to the ESPP during the six months ended June 30, 2022.
Share repurchases
During the year ended December 31, 2021, the Company’s Board of Directors authorized a $ 40 million share repurchase program and the Company repurchased $ 15.9 million of shares under this program in 2021. Subsequent to December 31, 2021, the Board of Directors approved a new share repurchase program, replacing the existing program and authorizing the repurchase by the Company of up to $ 100 million of its outstanding shares of common stock over the period ending on March 31, 2024.
16
The Company purchased 347,013 shares for $ 20.3 million during the six months ended June 30, 2022. The Company accounts for share repurchases by charging the excess of repurchase price over the common stock’s par value entirely to retained earnings. All repurchased shares are retired and become authorized but unissued shares.
6. Accumulated Other Comprehensive Income
Changes in accumulated other comprehensive income (loss) (“AOCI”) are as follows:
Six Months Ended June 30,
2022
2021
(in thousands)
Beginning Balance
$
5,312
$
13,246
Other comprehensive income (loss) before reclassification
( 41,276 )
( 4,199 )
Federal income tax expense
8,668
881
Other comprehensive income (loss) before reclassification, net of tax
( 32,608 )
( 3,318 )
Amounts reclassified from AOCI
101
( 217 )
Federal income tax expense
( 21 )
46
Amounts reclassified from AOCI, net of tax
80
( 171 )
Other comprehensive income (loss)
( 32,528 )
( 3,489 )
Balance at end of period
$
( 27,216 )
$
9,757
7. Underwriting Information
The Company has a single reportable segment and offers primarily earthquake, wind, inland marine, and flood insurance products. The Company also writes premiums under fronting agreements where it cedes the majority of the premium and risk in exchange for a fronting fee. Gross written premiums (“GWP”) by product are presented below:
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
($ in thousands)
($ in thousands)
% of
% of
% of
% of
Amount
GWP
Amount
GWP
Amount
GWP
Amount
GWP
Product
Residential Earthquake
$
54,090
24.7
%
$
42,192
32.6
%
$
100,426
25.8
%
$
78,090
33.5
%
Fronting Premiums
42,154
19.3
%
—
0.0
%
71,999
18.5
%
—
0.0
%
Commercial Earthquake
33,103
15.1
%
17,343
13.4
%
58,247
14.9
%
38,619
16.6
%
Inland Marine
23,134
10.6
%
11,681
9.0
%
41,371
10.6
%
19,515
8.4
%
Commercial All Risk
21,213
9.7
%
14,976
11.6
%
31,791
8.2
%
23,165
9.9
%
Specialty Homeowners
13,891
6.4
%
19,135
14.8
%
30,176
7.7
%
33,138
14.2
%
Hawaii Hurricane
8,240
3.8
%
7,788
6.0
%
15,154
3.9
%
13,925
6.0
%
Residential Flood
3,583
1.6
%
2,865
2.2
%
6,577
1.7
%
5,149
2.2
%
Other
19,281
8.8
%
13,379
10.4
%
33,882
8.7
%
21,335
9.2
%
Total Gross Written Premiums
$
218,689
100.0
%
$
129,359
100.0
%
$
389,623
100.0
%
$
232,936
100.0
%
17
Gross written premiums by state are as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
($ in thousands)
($ in thousands)
% of
% of
% of
% of
Amount
GWP
Amount
GWP
Amount
GWP
Amount
GWP
State
California
$
93,130
42.6
%
$
54,223
41.9
%
$
161,848
41.5
%
$
104,725
45.0
%
Texas
26,286
12.0
%
17,373
13.4
%
45,265
11.6
%
28,427
12.2
%
Florida
14,809
6.8
%
11,697
9.0
%
19,771
5.1
%
17,755
7.6
%
Hawaii
10,191
4.7
%
9,041
7.0
%
18,731
4.8
%
15,970
6.9
%
Washington
8,937
4.1
%
4,663
3.6
%
15,818
4.1
%
8,751
3.8
%
Illinois
4,676
2.1
%
3,173
2.5
%
8,949
2.3
%
5,775
2.4
%
Oregon
4,371
2.0
%
2,818
2.2
%
8,745
2.2
%
5,723
2.4
%
North Carolina
3,700
1.7
%
4,264
3.3
%
7,778
2.0
%
8,152
3.5
%
Other
52,589
24.0
%
22,107
17.1
%
102,718
26.4
%
37,658
16.2
%
Total Gross Written Premiums
$
218,689
100.0
%
$
129,359
100.0
%
$
389,623
100.0
%
$
232,936
100.0
%
Gross written premiums by insurance subsidiary are as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
($ in thousands)
($ in thousands)
% of
% of
% of
% of
Amount
GWP
Amount
GWP
Amount
GWP
Amount
GWP
Subsidiary
PSIC
$
116,338
53.2
%
$
95,271
73.6
%
$
220,342
56.6
%
$
175,117
75.2
%
PESIC
102,351
46.8
%
34,088
26.4
%
169,281
43.4
%
57,819
24.8
%
Total Gross Written Premiums
$
218,689
100.0
%
$
129,359
100.0
%
$
389,623
100.0
%
$
232,936
100.0
%
8. Income Taxes
The Company calculates its tax provision in interim periods using its best estimate of the effective tax rate expected for the full year. For the three months ended June 30, 2022 and 2021, the Company’s tax rate of 20.2 % and 20.5 % , respectively, was lower than the statutory rate of 21 % due primarily to the tax impact of the permanent component of employee stock option exercises.
For the six months ended June 30, 2022, the Company’s tax rate of 22.1 % was higher than the statutory rate due primarily to non-deductible executive compensation expense. For the six months ended June 30, 2021, the Company’s tax rate of 18.7 % was lower than the statutory rate due primarily to the tax impact of the permanent component of employee stock option exercises.
18
9. Earnings Per Share
The following table sets out earnings per share of common stock:
Three months ended June 30,
Six months ended June 30,
2022
2021
2022
2021
(in thousands, except shares and per share data)
(in thousands, except shares and per share data)
Net income
$
14,589
$
12,340
$
29,126
$
28,970
Weighted average common shares outstanding:
Basic
25,211,924
25,479,561
25,283,222
25,515,893
Common Share equivalents
534,856
625,319
534,220
665,313
Diluted
25,746,780
26,104,880
25,817,442
26,181,206
Earnings per share:
Basic
$
0.58
$
0.48
$
1.15
$
1.14
Diluted
$
0.57
$
0.47
$
1.13
$
1.11
Common share equivalents relate primarily to outstanding stock options, RSUs and PSUs under the 2019 Plan and unpurchased shares under the 2019 ESPP and are calculated using the treasury stock method.
10. Reinsurance
The Company utilizes reinsurance in order to limit its exposure to losses and enable it to underwrite policies with sufficient limits to meet policyholder needs. The Company utilizes both excess of loss (XOL) and quota share reinsurance.
As of June 30, 2022, the Company’s catastrophe event retention is $ 12.5 million for all perils. As of June 30, 2022, the Company’s XOL reinsurance structure provides protection up to $ 2.08 billion for earthquake events and $ 900 million for hurricane events.
In addition to reinsurance purchased from traditional reinsurers, the Company has historically incorporated collateralized protection from the insurance linked securities market via catastrophe bonds. During the first quarter of 2021, the Company closed a $ 400 million 144A catastrophe bond which became effective June 1, 2021. The catastrophe bond was completed through Torrey Pines Re Pte. Ltd. (“Torrey Pines Re Pte.”). Torrey Pines Re Pte. is a special purpose reinsurance vehicle incorporated in Singapore that provides Palomar with indemnity-based reinsurance covering earthquake events through June 1, 2024. During the second quarter of 2022, the Company also closed a $ 275 million 144A catastrophe bond which became effective June 1, 2022. This catastrophe bond was completed through Torrey Pines Re Ltd., a Bermuda-domiciled special purpose insurer that provides indemnity-based reinsurance covering earthquake events through June 1, 2025.
11. Credit Agreements
U.S. Bank Credit Agreement
In December 2021, the Company entered into a Credit Agreement (the “Credit Agreement”) with U.S. Bank National Association which provides a revolving credit facility of up to $ 100 million through December 8, 2026. Interest on the credit facility accrues on each SOFR rate loan at the applicable SOFR (as defined in the Credit Agreement) plus 1.75 % and on each base rate loan at the applicable Alternate Base Rate (as defined in the Credit Agreement) plus 0.75 %. A loan may be either a SOFR rate loan or a base rate loan, at the Company’s discretion. Outstanding amounts under the Credit Agreement may be prepaid in full or in part at any time with no prepayment premium and may be reduced in full or in part at any time upon prior notice. In addition to interest on funds borrowed, the Company must pay an unused line fee of 0.25 % on any amounts not borrowed.
19
The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, financial covenants, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness and dividends and other distributions. The financial covenants include requirements to maintain a permissible debt to capital ratio, a minimum consolidated net worth, a minimum risk based capital ratio and minimum A.M Best financial strength rating. The Credit Agreement also contains customary events of default, such as non-compliance with financial covenants. If an event of default occurs, any debt may be declared immediately due and payable. As of June 30, 2022, the Company was in compliance with all debt covenants.
As of June 30, 2022 and December 31, 2021, the Company did not have any outstanding borrowings under the Credit Agreement.
FHLB Line of Credit
The Company’s PSIC subsidiary is a member of the Federal Home Loan Bank of San Francisco (“FHLB”). Membership in the FHLB provides PSIC access to collateralized advances, which can be drawn for general corporate purposes and used to enhance liquidity management. All borrowings are fully secured by a pledge of specific investment securities of PSIC and the borrowing capacity is equal to 5% of PSIC’s statutory admitted assets. All advances have a predetermined term and the interest rate varies based on the term of the advance.
As of June 30, 2022, the Company had $ 23 million of borrowings outstanding through the FHLB at the overnight rate of 1.67 %. Interest expense on the FHLB Line of Credit was immaterial for the three and six months ended June 30, 2022. There were no borrowings outstanding at December 31, 2021.
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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.