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,
2022
2021
(Unaudited)
Assets
Investments:
Fixed maturity securities available for sale, at fair value (amortized cost: $ 530,992 in 2022; $ 426,122 in 2021)
$
476,794
$
432,682
Equity securities, at fair value (cost: $ 42,111 in 2022; $ 31,834 in 2021)
35,468
33,261
Total investments
512,262
465,943
Cash and cash equivalents
29,471
50,284
Restricted cash
73
87
Accrued investment income
3,333
2,725
Premiums receivable, net
186,850
88,012
Deferred policy acquisition costs, net of ceding commissions
57,000
55,953
Reinsurance recoverable on unpaid losses and loss adjustment expenses
131,575
127,947
Reinsurance recoverable on paid losses and loss adjustment expenses
45,393
29,368
Ceded unearned premiums
182,657
58,315
Prepaid expenses and other assets
46,414
37,072
Deferred tax assets, net
12,200
—
Property and equipment, net
663
527
Intangible assets, net
8,575
9,501
Total assets
$
1,216,466
$
925,734
Liabilities and stockholders' equity
Liabilities:
Accounts payable and other accrued liabilities
$
20,655
$
21,284
Reserve for losses and loss adjustment expenses
205,823
173,366
Unearned premiums
443,463
284,665
Ceded premium payable
145,918
37,460
Funds held under reinsurance treaty
6,362
10,882
Deferred tax liabilities, net
—
3,908
Borrowings from credit agreements
26,400
—
Total liabilities
848,621
531,565
Stockholders' equity:
Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021
—
—
Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 25,229,486 and 25,428,929 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
3
3
Additional paid-in capital
330,381
318,902
Accumulated other comprehensive income (loss)
( 42,629 )
5,312
Retained earnings
80,090
69,952
Total stockholders' equity
367,845
394,169
Total liabilities and stockholders' equity
$
1,216,466
$
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
Nine Months Ended
September 30,
September 30,
2022
2021
2022
2021
Revenues:
Gross written premiums
$
253,128
$
152,332
$
642,751
$
385,267
Ceded written premiums
( 161,930 )
( 58,073 )
( 374,109 )
( 153,005 )
Net written premiums
91,198
94,259
268,642
232,262
Change in unearned premiums
( 13,256 )
( 29,539 )
( 34,403 )
( 66,274 )
Net earned premiums
77,942
64,720
234,239
165,988
Net investment income
3,744
2,236
9,462
6,649
Net realized and unrealized losses on investments
( 2,356 )
( 313 )
( 8,369 )
( 752 )
Commission and other income
1,362
1,018
3,129
2,735
Total revenues
80,692
67,661
238,461
174,620
Expenses:
Losses and loss adjustment expenses
30,900
28,475
60,251
31,288
Acquisition expenses
27,210
26,412
83,928
68,150
Other underwriting expenses
17,114
12,652
51,233
39,438
Interest expense
270
—
475
—
Total expenses
75,494
67,539
195,887
138,876
Income before income taxes
5,198
122
42,574
35,744
Income tax expense (benefit)
912
( 124 )
9,163
6,529
Net income
4,286
246
33,411
29,215
Other comprehensive income (loss), net:
Net unrealized losses on securities available for sale for the three and nine months ended September 30, 2022 and 2021, respectively
( 15,412 )
( 1,655 )
( 47,941 )
( 5,144 )
Net comprehensive income (loss)
$
( 11,126 )
$
( 1,409 )
$
( 14,530 )
$
24,071
Per Share Data:
Basic earnings per share
$
0.17
$
0.01
$
1.32
$
1.15
Diluted earnings per share
$
0.17
$
0.01
$
1.29
$
1.12
Weighted-average common shares outstanding:
Basic
25,209,368
25,388,630
25,258,333
25,473,006
Diluted
25,787,625
26,043,680
25,808,387
26,133,664
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
—
—
—
( 5,144 )
—
( 5,144 )
Stock-based compensation
—
—
3,370
—
—
3,370
Issuance of common stock via employee stock purchase plan
9,793
—
719
—
—
719
Issuance of common stock via equity incentive plan
118,806
—
1,756
—
—
1,756
Repurchases of common stock
( 239,096 )
—
—
—
( 15,852 )
( 15,852 )
Net income
—
—
—
—
29,215
29,215
Balance at September 30, 2021
25,415,299
$
3
$
316,352
$
8,102
$
53,320
$
377,777
Balance at December 31, 2021
25,428,929
3
$
318,902
$
5,312
$
69,952
$
394,169
Other comprehensive loss, net of tax
—
—
—
( 47,941 )
—
( 47,941 )
Stock-based compensation
—
—
8,556
—
—
8,556
Issuance of common stock via employee stock purchase plan
13,990
—
759
—
—
759
Issuance of common stock via equity incentive plan
185,765
—
2,164
—
—
2,164
Repurchases of common stock
( 399,198 )
—
—
—
( 23,273 )
( 23,273 )
Net income
—
—
—
—
33,411
33,411
Balance at September 30, 2022
25,229,486
$
3
$
330,381
$
( 42,629 )
$
80,090
$
367,845
See accompanying notes.
5
Palomar Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine Months Ended
September 30,
2022
2021
Operating activities
Net cash provided by operating activities
$
94,544
$
37,030
Investing activities
Purchases of property and equipment
( 307 )
( 18 )
Capitalized software costs
( 4,138 )
( 3,612 )
Purchases of fixed maturity securities
( 279,064 )
( 88,755 )
Purchases of equity securities
( 10,277 )
( 35,675 )
Sales and maturities of fixed maturity securities
172,380
70,696
Sales of equity securities
—
41,553
Change in securities receivable or payable, net
—
17
Payment of additional costs associated with purchase of policy renewal rights
( 16 )
( 11 )
Net cash used in investing activities
( 121,422 )
( 15,805 )
Financing activities
Proceeds from line of credit
26,400
—
Proceeds from common stock issued via employee stock purchase plan
2,164
719
Proceeds from common stock issued via stock option exercises
760
1,756
Repurchases of common stock
( 23,273 )
( 15,852 )
Net cash provided by (used in) financing activities
6,051
( 13,377 )
Net decrease in cash, cash equivalents and restricted cash
( 20,827 )
7,848
Cash, cash equivalents and restricted cash at beginning of period
50,371
33,786
Cash, cash equivalents and restricted cash at end of period
$
29,544
$
41,634
Supplementary cash flow information:
Cash paid for income taxes
$
18,870
$
2,104
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,
2022
2021
(unaudited)
Cash and cash equivalents
$
29,471
$
50,284
Restricted cash
73
87
Cash and cash equivalents and restricted cash
$
29,544
$
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 September 30, 2022.
7
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.
2. Investments
The Company’s available-for-sale investments are summarized as follows:
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
September 30, 2022
Cost or Cost
Gains
Losses
Value
(in thousands)
Fixed maturities:
U.S. Governments
$
52,021
$
—
$
( 2,423 )
$
49,598
States, territories, and possessions
7,671
—
( 958 )
6,713
Political subdivisions
4,922
—
( 677 )
4,245
Special revenue excluding mortgage/asset-backed securities
42,409
—
( 6,334 )
36,075
Corporate and other
269,308
5
( 28,893 )
240,420
Mortgage/asset-backed securities
154,661
4
( 14,922 )
139,743
Total available-for-sale investments
$
530,992
$
9
$
( 54,207 )
$
476,794
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 September 30, 2022, the Company held 380 fixed maturity securities in an unrealized loss position with a total estimated fair value of $ 475.8 million and total gross unrealized losses of $ 54.2 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 September 30, 2022 and December 31, 2021, are as follows:
Less Than 12 Months
More Than 12 Months
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
September 30, 2022
Value
Losses
Value
Losses
Value
Losses
(in thousands)
Fixed maturity securities:
U.S. Governments
$
43,268
$
( 1,673 )
$
6,330
$
( 750 )
$
49,598
$
( 2,423 )
States, territories, and possessions
5,243
( 618 )
1,470
( 340 )
6,713
( 958 )
Political subdivisions
4,245
( 677 )
—
—
4,245
( 677 )
Special revenue excluding mortgage/asset-backed securities
31,254
( 4,841 )
4,821
( 1,493 )
36,075
( 6,334 )
Corporate and other
200,092
( 21,298 )
39,574
( 7,595 )
239,666
( 28,893 )
Mortgage/asset-backed securities
131,692
( 13,840 )
7,813
( 1,082 )
139,505
( 14,922 )
Total
$
415,794
$
( 42,947 )
$
60,008
$
( 11,260 )
$
475,802
$
( 54,207 )
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 insignificant allowance for credit losses pertaining to one investment security. Based on the Company’s review as of September 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 September 30, 2022, by contractual maturity, are shown below.
Amortized
Fair
Cost
Value
(in thousands)
Due within one year
$
37,321
$
36,730
Due after one year through five years
177,989
165,172
Due after five years through ten years
128,378
109,641
Due after ten years
32,643
25,508
Mortgage and asset-backed securities
154,661
139,743
$
530,992
$
476,794
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,
2022
2021
2022
2021
(in thousands)
(in thousands)
Interest income
$
3,688
$
2,254
$
9,328
$
6,755
Dividend income
178
104
518
261
Investment expense
( 122 )
( 122 )
( 384 )
( 367 )
Net investment income
$
3,744
$
2,236
$
9,462
$
6,649
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,
2022
2021
2022
2021
(in thousands)
(in thousands)
Realized gains:
Gains on sales of fixed maturity securities
$
2
$
117
$
10
$
335
Gains on sales of equity securities
—
188
—
1,416
Total realized gains
2
305
10
1,751
Realized losses:
Losses on sales of fixed maturity securities
( 195 )
—
( 309 )
( 1 )
Losses on sales of equity securities
—
—
—
—
Total realized losses
( 195 )
—
( 309 )
( 1 )
Net realized investment gains (losses)
( 193 )
305
( 299 )
1,750
Net unrealized losses on equity securities
( 2,163 )
( 618 )
( 8,070 )
( 2,502 )
Net realized and unrealized losses on investments
$
( 2,356 )
$
( 313 )
$
( 8,369 )
$
( 752 )
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 insignificant and $ 1.0 million for the three months ended September 30, 2022 and 2021, respectively.
Proceeds from the sale of fixed maturity securities were $ 5.8 million and $ 12.1 million for the nine months ended September 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 September 30, 2022 and December 31, 2022, the carrying value of securities on deposit with state regulatory authorities was $ 8.5 million and $ 7.5 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.
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.
11
The following tables present the hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021.
September 30, 2022
Level 1
Level 2
Level 3
Total
(in thousands)
Assets:
Fixed maturity securities
U.S. Governments
$
—
$
49,598
$
—
$
49,598
States, territories, and possessions
—
6,713
—
6,713
Political subdivisions
—
4,245
—
4,245
Special revenue excluding mortgage/asset-backed securities
—
36,075
—
36,075
Corporate and other
—
240,420
—
240,420
Mortgage/asset-backed securities
—
139,743
—
139,743
Equity securities
35,468
—
—
35,468
Cash, cash equivalents, and restricted cash
29,544
—
—
29,544
Total assets
$
65,012
$
476,794
$
—
$
541,806
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 September 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 lack of availability of observable market inputs for recently purchased securities.
12
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,
2022
2021
2022
2021
(in thousands)
(in thousands)
Reserve for losses and LAE net of reinsurance recoverables at beginning of period
$
55,769
$
23,633
$
45,419
$
34,470
Add: Incurred losses and LAE, net of reinsurance, related to:
Current year
30,904
28,286
58,703
34,202
Prior years
( 4 )
189
1,548
( 2,914 )
Total incurred
30,900
28,475
60,251
31,288
Deduct: Loss and LAE payments, net of reinsurance, related to:
Current year
7,873
2,787
13,762
3,407
Prior years
4,548
2,678
17,660
15,708
Total payments
12,421
5,465
31,422
19,115
Reserve for losses and LAE net of reinsurance recoverables at end of period
74,248
46,643
74,248
46,643
Add: Reinsurance recoverables on unpaid losses and LAE at end of period
131,575
129,044
131,575
129,044
Reserve for losses and LAE gross of reinsurance recoverables on unpaid losses and LAE at end of period
$
205,823
$
175,687
$
205,823
$
175,687
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 insignificant prior year development during the three months ended September 30, 2022 and September 30, 2021.
The Company experienced adverse prior year development of $ 1.5 million during the nine months ended September 30, 2022 and favorable prior year development of $ 2.9 million in the nine months ended September 30, 2021.
Adverse prior year development during the nine months ended September 30, 2022 was primarily due to higher than anticipated severity of attritional and catastrophe losses. Favorable prior year development during the nine months ended September 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 in the Company’s Commercial All Risk and 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 September 30, 2022:
Stock options outstanding under 2019 Equity Incentive Plan
890,672
Restricted stock units outstanding under 2019 Equity Incentive Plan
283,470
Performance stock units outstanding under 2019 Equity Incentive Plan, at target
383,103
Shares authorized for future issuance under 2019 Equity Incentive Plan
2,595,486
Shares authorized for future issuance under 2019 Employee Stock Purchase Plan
907,850
Total
5,060,581
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,
2022
2021
2022
2021
(in thousands)
(in thousands)
Stock-Based Compensation
$
3,092
$
1,525
$
8,556
$
3,370
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 nine months ended September 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
120,978
51.68
Options exercised
( 141,806 )
15.26
Options canceled
( 21,551 )
68.02
Outstanding at September 30, 2022
890,672
$
33.75
7.16
$
45,813
Vested and Exercisable at September 30, 2022
626,853
$
25.53
6.70
$
37,127
As of September 30, 2022, the Company had approximately $ 4.1 million of total unrecognized stock-based compensation expense related to stock options expected to be recognized over a weighted-average period of 1.69 years.
The fair value of each option granted during the nine months ended September 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 % - 4.02 %
Expected share price volatility (2)
39.73 % - 42.56 %
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 nine months ended September 30, 2022:
Number of shares
Weighted-average grant date fair value
Outstanding at January 1, 2022
235,696
$
79.33
Granted
97,662
51.51
Released
( 43,959 )
79.02
Forfeited
( 5,929 )
77.45
Non vested outstanding at September 30, 2022
283,470
$
69.83
As of September 30, 2022, the Company had approximately $ 16.8 million of total unrecognized stock-based compensation expense related to RSUs expected to be recognized over a weighted-average period of 3.17 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 September 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 nine months ended September 30, 2022:
Number of shares
Weighted-average grant date fair value
Outstanding at January 1, 2022
358,401
$
36.87
Granted
26,165
50.36
Vested
—
—
Forfeited
( 1,463 )
80.69
Non vested outstanding at September 30, 2022
383,103
$
37.62
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 September 30, 2022, the Company had approximately $ 11.3 million of total unrecognized stock-based compensation expense related to PSUs expected to be recognized over a weighted-average period of 3.79 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 13,990 shares pursuant to the ESPP during the nine months ended September 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 399,198 shares for $ 23.3 million during the nine months ended September 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:
Nine Months Ended September 30,
2022
2021
(in thousands)
Beginning Balance
$
5,312
$
13,246
Other comprehensive income (loss) before reclassification
( 60,983 )
( 6,177 )
Federal income tax expense
12,806
1,297
Other comprehensive income (loss) before reclassification, net of tax
( 48,177 )
( 4,880 )
Amounts reclassified from AOCI
299
( 334 )
Federal income tax expense
( 63 )
70
Amounts reclassified from AOCI, net of tax
236
( 264 )
Other comprehensive income (loss)
( 47,941 )
( 5,144 )
Balance at end of period
$
( 42,629 )
$
8,102
7. Underwriting Information
The Company has a single reportable segment and offers primarily property and casualty 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 September 30,
Nine Months Ended September 30,
2022
2021
2022
2021
($ in thousands)
($ in thousands)
% of
% of
% of
% of
Amount
GWP
Amount
GWP
Amount
GWP
Amount
GWP
Product
Fronting Premiums
$
82,232
32.5
%
$
—
0.0
%
$
154,232
24.0
%
$
—
0.0
%
Residential Earthquake
59,569
23.5
%
50,075
32.9
%
159,995
24.9
%
128,165
33.3
%
Commercial Earthquake
32,647
12.9
%
27,433
18.0
%
90,894
14.1
%
66,052
17.1
%
Inland Marine
30,842
12.2
%
19,532
12.8
%
72,214
11.2
%
39,047
10.1
%
Casualty
12,888
5.1
%
2,868
1.9
%
25,697
4.0
%
5,504
1.4
%
Hawaii Hurricane
9,425
3.7
%
8,996
5.9
%
24,579
3.8
%
22,921
6.0
%
Commercial All Risk
9,224
3.6
%
6,867
4.5
%
41,647
6.5
%
30,032
7.8
%
Residential Flood
3,871
1.5
%
3,228
2.1
%
10,448
1.6
%
8,377
2.2
%
Specialty Homeowners
( 94 )
( 0.0 )
%
19,881
13.1
%
30,082
4.7
%
53,018
13.8
%
Other
12,524
5.0
%
13,452
8.8
%
32,963
5.1
%
32,151
8.4
%
Total Gross Written Premiums
$
253,128
100.0
%
$
152,332
100.0
%
$
642,751
100.0
%
$
385,267
100.0
%
17
Gross written premiums by state are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2022
2021
2022
2021
($ in thousands)
($ in thousands)
% of
% of
% of
% of
Amount
GWP
Amount
GWP
Amount
GWP
Amount
GWP
State
California
$
131,016
51.8
%
$
72,505
47.6
%
$
292,865
45.6
%
$
180,142
46.8
%
Texas
26,234
10.4
%
19,715
13.0
%
71,499
11.1
%
48,142
12.5
%
Washington
13,573
5.4
%
7,180
4.7
%
29,391
4.6
%
15,931
4.1
%
Hawaii
10,998
4.3
%
10,342
6.8
%
29,729
4.6
%
26,312
6.8
%
Oregon
7,738
3.1
%
3,964
2.6
%
16,483
2.6
%
9,686
2.5
%
Florida
7,445
2.9
%
7,203
4.7
%
27,216
4.2
%
24,958
6.5
%
Illinois
4,204
1.7
%
2,893
1.9
%
13,153
2.1
%
8,668
2.3
%
New York
3,738
1.5
%
618
0.4
%
8,401
1.3
%
1,273
0.3
%
Other
48,182
19.0
%
27,912
18.3
%
154,014
24.0
%
70,155
18.2
%
Total Gross Written Premiums
$
253,128
100.0
%
$
152,332
100.0
%
$
642,751
100.0
%
$
385,267
100.0
%
Gross written premiums by insurance subsidiary are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2022
2021
2022
2021
($ in thousands)
($ in thousands)
% of
% of
% of
% of
Amount
GWP
Amount
GWP
Amount
GWP
Amount
GWP
Subsidiary
PSIC
$
136,814
54.0
%
$
110,875
72.8
%
$
357,156
55.6
%
$
285,991
74.2
%
PESIC
116,314
46.0
%
41,457
27.2
%
285,595
44.4
%
99,276
25.8
%
Total Gross Written Premiums
$
253,128
100.0
%
$
152,332
100.0
%
$
642,751
100.0
%
$
385,267
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 both the three months ended September 30, 2022 and 2021, the Company’s tax rate 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 nine months ended September 30, 2022, the Company’s tax rate was higher than the statutory rate due primarily to non-deductible executive compensation expense. For the nine months ended September 30, 2021, the Company’s tax rate was lower than the statutory rate due primarily to the tax impact of the permanent component of employee stock option exercises.
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9. Earnings Per Share
The following table sets out earnings per share of common stock:
Three months ended September 30,
Nine months ended September 30,
2022
2021
2022
2021
(in thousands, except shares and per share data)
(in thousands, except shares and per share data)
Net income
$
4,286
$
246
$
33,411
$
29,215
Weighted average common shares outstanding:
Basic
25,209,368
25,388,630
25,258,333
25,473,006
Common Share equivalents
578,257
655,050
550,054
660,658
Diluted
25,787,625
26,043,680
25,808,387
26,133,664
Earnings per share:
Basic
$
0.17
$
0.01
$
1.32
$
1.15
Diluted
$
0.17
$
0.01
$
1.29
$
1.12
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 September 30, 2022, the Company’s catastrophe event retention is $ 12.5 million for all perils. As of September 30, 2022, the Company’s XOL reinsurance structure provides protection up to $ 2.08 billion for earthquake events, $ 900 million for Hawaii hurricane events, and $ 250 million for continental U.S. 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 September 30, 2022, the Company was in compliance with all debt covenants.
As of September 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, approximately $ 26.8 M as of September 30, 2022. All advances have a predetermined term and the interest rate varies based on the term of the advance.
As of September 30, 2022, the Company had $ 26.4 million of borrowings outstanding through the FHLB at the overnight rate of 2.37 %. Interest expense on the FHLB Line of Credit was $ 0.2 million for the three and nine months ended September 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.