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Watchlist
Account
Kinsale Capital Group
KNSL
#2146
Rank
$9.44 B
Marketcap
๐บ๐ธ
United States
Country
$405.40
Share price
1.86%
Change (1 day)
-15.29%
Change (1 year)
๐ฆ Insurance
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Annual Reports (10-K)
Kinsale Capital Group
Quarterly Reports (10-Q)
Financial Year FY2019 Q1
Kinsale Capital Group - 10-Q quarterly report FY2019 Q1
Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2019
☐
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______ to _______
Commission File Number: 001-37848
KINSALE CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
98-0664337
(I.R.S. Employer
Identification Number)
2221 Edward Holland Drive, Suite 600
Richmond, VA 23230
(Address of principal executive offices)
(804) 289-1300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
No ☒
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01
KNSL
Nasdaq Global Select Market
Number of shares of the registrant's common stock outstanding at April 26, 2019: 21,286,456
Table of Contents
KINSALE CAPITAL GROUP, INC.
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
2
Consolidated Balance Sheets (Unaudited) at March 31, 2019 and December 31, 2018
2
Consolidated Statements of Income and Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2019 and 2018
3
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the Three Months Ended March 31, 2019 and 2018
4
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2019 and 2018
5
Notes to Condensed Consolidated Financial Statements (Unaudited)
6
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
21
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
34
Item 4.
Controls and Procedures
34
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
35
Item 1A.
Risk Factors
35
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
35
Item 6.
Exhibits
35
Signatures
36
1
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
KINSALE CAPITAL GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
March 31,
2019
December 31,
2018
(in thousands, except share and per share data)
Assets
Investments:
Fixed-maturity securities available for sale, at fair value (amortized cost: $
536,182
in 2019; $514,237 in 2018)
$
540,778
$
510,251
Equity securities, at fair value (cost: $56,926 in 2019 $56,051 in 2018)
64,481
57,711
Total investments
605,259
567,962
Cash and cash equivalents
102,874
75,089
Investment income due and accrued
3,587
3,783
Premiums receivable, net
30,941
24,253
Reinsurance recoverables
59,334
56,788
Ceded unearned premiums
16,987
16,072
Deferred policy acquisition costs, net of ceding commissions
16,314
14,801
Intangible assets
3,538
3,538
Deferred income tax asset, net
6,928
7,176
Other assets
7,111
3,601
Total assets
$
852,873
$
773,063
Liabilities and Stockholders' Equity
Liabilities:
Reserves for unpaid losses and loss adjustment expenses
$
385,125
$
369,152
Unearned premiums
140,741
128,250
Payable to reinsurers
5,532
4,565
Accounts payable and accrued expenses
4,840
7,090
Other liabilities
27,746
20
Total liabilities
563,984
509,077
Stockholders’ equity:
Common stock, $0.01 par value, 400,000,000 shares authorized, 21,284,527 and 21,241,504 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
213
212
Additional paid-in capital
159,589
158,485
Retained earnings
123,563
106,545
Accumulated other comprehensive (loss) income
5,524
(1,256
)
Total stockholders’ equity
288,889
263,986
Total liabilities and stockholders’ equity
$
852,873
$
773,063
See accompanying notes to condensed consolidated financial statements.
2
Table of Contents
KINSALE CAPITAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income (Unaudited)
Three Months Ended March 31,
2019
2018
(in thousands, except per share data)
Revenues:
Gross written premiums
$
84,626
$
63,847
Ceded written premiums
(11,559
)
(8,756
)
Net written premiums
73,067
55,091
Change in unearned premiums
(11,576
)
(7,030
)
Net earned premiums
61,491
48,061
Net investment income
4,515
3,229
Net unrealized gains (losses) on equity securities
5,895
(1,279
)
Net realized gains on investments
280
112
Other income
4
3
Total revenues
72,185
50,126
Expenses:
Losses and loss adjustment expenses
33,732
28,899
Underwriting, acquisition and insurance expenses
15,616
12,398
Other expenses
36
14
Total expenses
49,384
41,311
Income before income taxes
22,801
8,815
Total income tax expense
4,081
1,528
Net income
18,720
7,287
Other comprehensive income (loss):
Change in unrealized gains (losses) on available-for-sale investments, net of taxes of $1,802 in 2019 and $(1,291) in 2018
6,780
(4,856
)
Total comprehensive income
$
25,500
$
2,431
Earnings per share:
Basic
$
0.88
$
0.35
Diluted
$
0.86
$
0.34
Weighted-average shares outstanding:
Basic
21,169
21,045
Diluted
21,763
21,628
See accompanying notes to condensed consolidated financial statements.
3
Table of Contents
KINSALE CAPITAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
Shares of Common Stock
Common Stock
Additional Paid-in Capital
Retained Earnings
Accumu-
lated
Other
Compre-
hensive
Income (Loss)
Total
Stock-
holders' Equity
(in thousands)
Balance at December 31, 2017
21,036
$
210
$
155,082
$
73,502
$
9,395
$
238,189
Cumulative effect adjustment - unrealized gains on equity securities, net of tax
—
—
—
6,490
(6,490
)
—
Balance at December 31, 2017, as adjusted
21,036
210
155,082
79,992
2,905
238,189
Reclassification of tax effect of TCJA
—
—
—
(1,308
)
1,308
—
Issuance of common stock under stock-based compensation plan
36
—
545
—
—
545
Stock-based compensation
—
—
158
—
—
158
Dividends declared ($0.07 per share)
—
—
—
(1,473
)
—
(1,473
)
Other comprehensive loss, net of tax
—
—
—
—
(4,856
)
(4,856
)
Net income
—
—
—
7,287
—
7,287
Balance at March 31, 2018
21,072
$
210
$
155,785
$
84,498
$
(643
)
$
239,850
Balance at December 31, 2018
21,242
$
212
$
158,485
$
106,545
$
(1,256
)
$
263,986
Issuance of common stock under stock-based compensation plan
43
1
597
—
—
598
Stock-based compensation
—
—
507
—
—
507
Dividends declared ($0.08 per share)
—
—
—
(1,702
)
—
(1,702
)
Other comprehensive income, net of tax
—
—
—
—
6,780
6,780
Net income
—
—
—
18,720
—
18,720
Balance at March 31, 2019
21,285
$
213
$
159,589
$
123,563
$
5,524
$
288,889
See accompanying notes to condensed consolidated financial statements.
4
Table of Contents
KINSALE CAPITAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31,
2019
2018
(in thousands)
Operating activities:
Net cash provided by operating activities
$
33,804
$
21,437
Investing activities:
Purchase of property and equipment
(3,925
)
(94
)
Purchases – fixed-maturity securities
(43,040
)
(82,587
)
Purchases – equity securities
(1,831
)
(3,168
)
Sales – fixed-maturity securities
28,416
3,913
Sales – equity securities
915
982
Maturities and calls – fixed-maturity securities
14,545
35,357
Net cash used in investing activities
(4,920
)
(45,597
)
Financing activities:
Proceeds from stock options exercised
597
545
Dividends paid
(1,696
)
(1,473
)
Net cash used in financing activities
(1,099
)
(928
)
Net change in cash and cash equivalents
27,785
(25,088
)
Cash and cash equivalents at beginning of year
75,089
81,747
Cash and cash equivalents at end of period
$
102,874
$
56,659
See accompanying notes to condensed consolidated financial statements.
5
Table of Contents
KINSALE CAPITAL GROUP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Summary of significant accounting policies
Basis of presentation
The accompanying condensed consolidated financial statements and notes have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and do not contain all of the information and footnotes required by U.S. GAAP for complete financial statements. For a more complete description of the Company’s business and accounting policies, these condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements of Kinsale Capital Group, Inc. and its wholly owned subsidiaries (the "Company") included in the Annual Report on Form 10-K for the year ended December 31, 2018. 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 significant 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 condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management periodically reviews its estimates and assumptions.
Recently adopted accounting pronouncements
ASU 2016-02, Leases (Topic 842)
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" to improve the financial reporting of leasing transactions. Under this ASU, lessees will recognize a right-of-use ("ROU") asset and corresponding liability on the balance sheet for all leases, except for leases covering a period of 12 months or less. The lessee’s income statement treatment for leases will vary depending on the nature and classification of the lease. Effective January 1, 2019, the Company adopted this ASU and recorded a ROU asset and corresponding lease liability of approximately
$0.9 million
. The ROU and operating lease liability are included in "other assets" and "other liabilities," respectively, in the accompanying consolidated balance sheet.
The Company elected the package of practical expedients permitted under the adoption of the new standard, which allowed the Company to account for existing leases under their current classification, as well as omit any new costs classified as initial direct costs, under the new standard. This election kept the existing agreements as operating leases. The Company also elected the practical expedient allowing an accounting policy election by class of underlying asset, to account for separate lease and nonlease components as a single lease component. In addition, the Company has implemented the necessary internal controls relating to the adoption of the standard.
ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities
In March 2017, the FASB issued ASU 2017-08, "Premium Amortization on Purchased Callable Debt Securities," which shortens the amortization period of the premium for certain callable debt securities, from the contractual maturity date to the earliest call date. Effective January 1, 2019, the Company adopted ASU 2017-08 using a
6
Table of Contents
modified retrospective approach. The adoption of ASU 2017-08 did not have a material impact on the Company's financial statements.
Prospective accounting pronouncements
ASU 2016-13, Financial Instruments – Credit Losses (Topic 326)
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments – Credit Losses (Topic 326)" to provide more useful information about the expected credit losses on financial instruments. Current GAAP delays the recognition of credit losses until it is probable a loss has been incurred. The update will require a financial asset 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. However, the amendments would limit the amount of the allowance to the amount by which fair value is below amortized cost. The measurement of credit losses on available-for-sale securities is similar under current GAAP, but the update requires the use of the allowance account through which amounts can be reversed, rather than through an irreversible write-down. This ASU is effective for annual and interim reporting periods beginning after December 15, 2019. Early adoption is permitted beginning after December 15, 2018. Upon adoption, the update will be applied using the modified-retrospective approach, by which a cumulative-effect adjustment will be made to retained earnings as of the beginning of the first reporting period presented. The Company is currently evaluating the impact of the adoption on its consolidated financial statements.
There are no other prospective accounting standards which, upon their effective date, would have a material impact on the Company's consolidated financial statements.
2. Investments
Available-for-sale investments
The following tables summarize the available-for-sale investments at
March 31, 2019
and
December 31, 2018
:
March 31, 2019
Amortized Cost
Gross Unrealized Holding Gains
Gross Unrealized Holding Losses
Estimated Fair Value
(in thousands)
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies
$
110
$
2
$
—
$
112
Obligations of states, municipalities and political subdivisions
126,050
4,164
(54
)
130,160
Corporate and other securities
108,757
1,676
(310
)
110,123
Commercial mortgage and asset-backed securities
164,341
912
(841
)
164,412
Residential mortgage-backed securities
136,924
774
(1,727
)
135,971
Total available-for-sale investments
$
536,182
$
7,528
$
(2,932
)
$
540,778
7
Table of Contents
December 31, 2018
Amortized Cost
Gross Unrealized Holding Gains
Gross Unrealized Holding Losses
Estimated Fair Value
(in thousands)
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies
$
610
$
2
$
(1
)
$
611
Obligations of states, municipalities and political subdivisions
153,884
2,010
(1,294
)
154,600
Corporate and other securities
97,889
264
(1,401
)
96,752
Commercial mortgage and asset-backed securities
151,137
252
(1,522
)
149,867
Residential mortgage-backed securities
110,717
354
(2,650
)
108,421
Total available-for-sale investments
$
514,237
$
2,882
$
(6,868
)
$
510,251
Available-for-sale securities in a loss position
The Company regularly reviews all its available-for-sale investments with unrealized losses to assess whether the decline in the securities’ fair value is deemed to be an other-than-temporary impairment ("OTTI"). The Company considers a number of factors in completing its OTTI review, including the length of time and the extent to which a security's fair value has been below cost and the financial condition of an issuer. In addition to specific issuer information, the Company also evaluates the current market and interest rate environment. Generally, a change in a security’s value caused by a change in the market or interest rate environment does not constitute an OTTI, but rather a temporary decline in fair value.
For fixed-maturity securities, the Company also considers whether it intends to sell the security or if it is more likely than not that it will be required to sell the security before recovery and the ability to recover all amounts outstanding when contractually due. When assessing whether it intends to sell a fixed-maturity security or if it is likely to be required to sell a fixed-maturity security before recovery of its amortized cost, the Company evaluates facts and circumstances including, but not limited to, decisions to reposition the investment portfolio, potential sales of investments to meet cash flow needs and potential sales of investments to capitalize on favorable pricing.
For fixed-maturity securities where a decline in fair value is considered to be other-than-temporary and the Company intends to sell the security, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost, an impairment is recognized in net income based on the fair value of the security at the time of assessment, resulting in a new cost basis for the security. If the decline in fair value of a fixed-maturity security below its amortized cost is considered to be other-than-temporary based upon other considerations, the Company compares the estimated present value of the cash flows expected to be collected to the amortized cost of the security. The extent to which the estimated present value of the cash flows expected to be collected is less than the amortized cost of the security represents the credit-related portion of the OTTI, which is recognized in net income, resulting in a new cost basis for the security. Any remaining decline in fair value represents the noncredit portion of the OTTI, which is recognized in other comprehensive income.
8
Table of Contents
The following tables summarize gross unrealized losses and fair value for available-for-sale investments by length of time that the securities have continuously been in an unrealized loss position:
March 31, 2019
Less than 12 Months
12 Months or Longer
Total
Estimated Fair Value
Gross Unrealized Holding Losses
Estimated Fair Value
Gross Unrealized Holding Losses
Estimated Fair Value
Gross Unrealized Holding Losses
(in thousands)
Fixed maturities:
Obligations of states, municipalities and political subdivisions
$
—
$
—
$
9,756
$
(54
)
$
9,756
$
(54
)
Corporate and other securities
2,313
(15
)
12,143
(295
)
14,456
(310
)
Commercial mortgage and asset-backed securities
60,061
(532
)
29,952
(309
)
90,013
(841
)
Residential mortgage-backed securities
20,391
(41
)
58,361
(1,686
)
78,752
(1,727
)
Total available-for-sale investments
$
82,765
$
(588
)
$
110,212
$
(2,344
)
$
192,977
$
(2,932
)
At
March 31, 2019
, the Company held
152
fixed-maturity securities in an unrealized loss position with a total estimated fair value of
$193.0 million
and gross unrealized losses of
$2.9 million
. Of these securities,
118
were in a continuous unrealized loss position for greater than one year. As discussed above, the Company regularly reviews all fixed-maturity securities within its investment portfolio to determine whether any other-than-temporary impairment has occurred. Based on the Company's review as of March 31, 2019, unrealized losses were caused by interest rate changes or other market factors and were not credit-specific issues. At
March 31, 2019
,
85.4%
of the Company’s fixed-maturity securities were rated "A-" or better and all of the Company’s fixed-maturity securities made expected coupon payments under the contractual terms of the securities. For the
three
months ended
March 31, 2019
, the Company concluded that there were
no
other-than-temporary impairments from fixed-maturity securities with unrealized losses.
9
Table of Contents
December 31, 2018
Less than 12 Months
12 Months or Longer
Total
Estimated Fair Value
Gross Unrealized Holding Losses
Estimated Fair Value
Gross Unrealized Holding Losses
Estimated Fair Value
Gross Unrealized Holding Losses
(in thousands)
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies
$
—
$
—
$
499
$
(1
)
$
499
$
(1
)
Obligations of states, municipalities and political subdivisions
42,718
(440
)
34,326
(854
)
77,044
(1,294
)
Corporate and other securities
62,045
(890
)
12,092
(511
)
74,137
(1,401
)
Commercial mortgage and asset-backed securities
93,247
(1,017
)
25,746
(505
)
118,993
(1,522
)
Residential mortgage-backed securities
24,571
(155
)
55,638
(2,495
)
80,209
(2,650
)
Total available-for-sale investments
$
222,581
$
(2,502
)
$
128,301
$
(4,366
)
$
350,882
$
(6,868
)
At
December 31, 2018
, the Company held
317
fixed-maturity securities in an unrealized loss position with a total estimated fair value of
$350.9 million
and gross unrealized losses of
$6.9 million
. Of those securities,
158
were in a continuous unrealized loss position for greater than one year. Based on the Company's review as of December 31, 2018, unrealized losses were caused by interest rate changes or other market factors and were not credit-specific issues. At
December 31, 2018
,
86.4%
of the Company’s fixed-maturity securities were rated "A-" or better and all of the Company’s fixed-maturity securities made expected coupon payments under the contractual terms of the securities. For the year ended
December 31, 2018
, the Company concluded that there were
no
other-than-temporary impairments from fixed-maturity securities with unrealized losses.
Contractual maturities of available-for-sale fixed-maturity securities
The amortized cost and estimated fair value of available-for-sale fixed-maturity securities at
March 31, 2019
are summarized, by contractual maturity, as follows:
March 31, 2019
Amortized
Estimated
Cost
Fair Value
(in thousands)
Due in one year or less
$
4,270
$
4,265
Due after one year through five years
75,192
76,142
Due after five years through ten years
53,708
55,609
Due after ten years
101,747
104,379
Commercial mortgage and asset-backed securities
164,341
164,412
Residential mortgage-backed securities
136,924
135,971
Total fixed maturities
$
536,182
$
540,778
Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, and the lenders may have the right to put the securities back to the borrower.
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Net investment income
The following table presents the components of net investment income for the
three
months ended
March 31, 2019
and
2018
:
Three Months Ended March 31,
2019
2018
(in thousands)
Interest:
Taxable bonds
$
3,067
$
1,761
Tax exempt municipal bonds
1,008
1,085
Cash equivalents and short-term investments
245
260
Dividends on equity securities
521
412
Gross investment income
4,841
3,518
Investment expenses
(326
)
(289
)
Net investment income
$
4,515
$
3,229
Realized investment gains and losses
The following table presents realized investment gains and losses for the
three
months ended
March 31, 2019
and
2018
:
Three Months Ended
March 31,
2019
2018
(in thousands)
Fixed-maturity securities:
Realized gains
$
371
$
55
Realized losses
(79
)
—
Net realized gains from fixed-maturity securities
292
55
Equity securities:
Realized gains
4
57
Realized losses
(16
)
—
Net realized (losses) gains from equity securities
(12
)
57
Net realized investment gains
$
280
$
112
Change in net unrealized gains (losses) on fixed-maturity securities
For the
three
months ended
March 31, 2019
, the change in net unrealized gains for fixed-maturity securities was
$8.6 million
. For the three months ended
March 31, 2018
, the change in net unrealized losses for fixed-maturity securities was
$6.1 million
.
Insurance – statutory deposits
The Company had invested assets with a carrying value of
$6.9 million
on deposit with state regulatory authorities at
March 31, 2019
and
December 31, 2018
.
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Payable for investments purchased
The Company recorded a payable for investments purchased, not yet settled, of
$22.1 million
at
March 31, 2019
. The payable balance was included in the "other liabilities" line item of the balance sheet and treated as a non-cash transaction for purposes of cash flow presentation.
3. Fair value measurements
Fair value was estimated for each class of financial instrument for which it was practical to estimate fair value. Fair value is defined as the price in the principal market that would be received for an asset to facilitate an orderly transaction between market participants on the measurement date. Market participants are assumed to be independent, knowledgeable, able and willing to transact an exchange and not acting under duress. Fair value hierarchy disclosures are based on the quality of inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Adjustments to transaction prices or quoted market prices may be required in illiquid or disorderly markets in order to estimate fair value.
The three levels of the fair value hierarchy are defined as follows:
Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities traded in active markets.
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs.
Level 3 - Inputs to the valuation methodology are unobservable for the asset or liability and are significant to the fair value measurement.
Fair values of the Company's investment portfolio are estimated using unadjusted prices obtained by its investment manager from third party pricing services, where available. For securities where the Company is unable to obtain fair values from a pricing service or broker, fair values are estimated using information obtained from the Company's investment manager. Management performs several procedures to ascertain the reasonableness of investment values included in the condensed consolidated financial statements including 1) obtaining and reviewing internal control reports from the Company's investment manager that obtains fair values from third party pricing services, 2) discussing with the Company's investment manager its process for reviewing and validating pricing obtained from outside pricing services and 3) reviewing the security pricing received from the Company's investment manager and monitoring changes in unrealized gains and losses. The Company has evaluated the various types of securities in its investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs.
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The following tables present the balances of assets measured at fair value on a recurring basis as of
March 31, 2019
and
December 31, 2018
, by level within the fair value hierarchy.
March 31, 2019
Level 1
Level 2
Level 3
Total
(in thousands)
Assets
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies
$
112
$
—
$
—
$
112
Obligations of states, municipalities and political subdivisions
—
130,160
—
130,160
Corporate and other securities
—
110,123
—
110,123
Commercial mortgage and asset-backed securities
—
164,412
—
164,412
Residential mortgage-backed securities
—
135,971
—
135,971
Total fixed maturities
112
540,666
—
540,778
Equity securities:
Exchange traded funds
43,834
—
—
43,834
Nonredeemable preferred stock
—
20,647
—
20,647
Total equity securities
43,834
20,647
—
64,481
Total
$
43,946
$
561,313
$
—
$
605,259
December 31, 2018
Level 1
Level 2
Level 3
Total
(in thousands)
Assets
Fixed maturities:
U.S. Treasury securities and obligations of U.S. government agencies
$
611
$
—
$
—
$
611
Obligations of states, municipalities and political subdivisions
—
154,600
—
154,600
Corporate and other securities
—
96,752
—
96,752
Commercial mortgage and asset-backed securities
—
149,867
—
149,867
Residential mortgage-backed securities
—
108,421
—
108,421
Total fixed maturities
611
509,640
—
510,251
Equity securities:
Exchange traded funds
38,987
—
—
38,987
Nonredeemable preferred stock
—
18,724
—
18,724
Total equity securities
38,987
18,724
—
57,711
Total
$
39,598
$
528,364
$
—
$
567,962
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There were no transfers into or out of Level 1 and Level 2 during the
three
months ended
March 31, 2019
. There were no assets or liabilities measured at fair value on a nonrecurring basis as of
March 31, 2019
or
December 31, 2018
.
Due to the relatively short-term nature of cash and cash equivalents, short-term investments, receivables and payables, their carrying amounts are reasonable estimates of fair value.
4. Deferred policy acquisition costs
The following table presents the amounts of policy acquisition costs deferred and amortized for the
three
months ended
March 31, 2019
and
2018
:
Three Months Ended March 31,
2019
2018
(in thousands)
Balance, beginning of period
$
14,801
$
11,775
Policy acquisition costs deferred:
Direct commissions
12,363
9,377
Ceding commissions
(3,256
)
(2,541
)
Other underwriting and policy acquisition costs
965
809
Policy acquisition costs deferred
10,072
7,645
Amortization of net policy acquisition costs
(8,559
)
(6,652
)
Balance, end of period
$
16,314
$
12,768
5. Underwriting, acquisition and insurance expenses
Underwriting, acquisition and insurance expenses for the
three
months ended
March 31, 2019
and
2018
consist of the following:
Three Months Ended March 31,
2019
2018
(in thousands)
Underwriting, acquisition and insurance expenses incurred:
Direct commissions
$
10,674
$
8,379
Ceding commissions
(2,938
)
(2,444
)
Other operating expenses
7,880
6,463
Total
$
15,616
$
12,398
Other operating expenses within underwriting, acquisition and insurance expenses include salaries, bonus and employee benefits expenses of
$6.8 million
and
$5.0 million
for the
three
months ended
March 31, 2019
and
2018
, respectively.
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Table of Contents
6. Stock-based compensation
On July 27, 2016, the Kinsale Capital Group, Inc. 2016 Omnibus Incentive Plan (the "2016 Incentive Plan") became effective. The 2016 Incentive Plan, which is administered by the Compensation, Nominating and Corporate Governance Committee of the Company's Board of Directors, provides for grants of stock options, restricted stock, restricted stock units and other stock-based awards to officers, employees, directors, independent contractors and consultants. The number of shares of common stock available for issuance under the 2016 Incentive Plan may not exceed
2,073,832
.
The total compensation cost that has been charged against income for share-based compensation arrangements was
$0.5 million
and
$0.2 million
for the three months ended March 31, 2019 and 2018, respectively.
Restricted Stock Awards
During the first quarter of 2019, the Company granted restricted stock awards under the 2016 Incentive Plan. The restricted stock awards were valued on the date of grant and will vest over a
one
-year period. The fair value of restricted stock awards was determined based on the closing trading price of the Company’s shares on the grant date or, if no shares were traded on the grant date, the last preceding date for which there was a sale of shares. Except for restrictions placed on the transferability of restricted stock, holders of unvested restricted stock have full stockholder’s rights, including voting rights and the right to receive dividends. Unvested shares of restricted stock awards and accrued dividends, if any, are forfeited upon the termination of service to or employment with the Company.
A summary of all restricted stock activity under the equity compensation plans for the
three
months ended
March 31, 2019
is as follows:
For the Three Months Ended
March 31, 2019
Number of Shares
Weighted Average Grant Date Fair Value per Share
Non-vested outstanding at the beginning of the period
92,465
$
52.98
Granted
7,020
$
55.56
Vested
(6,666
)
$
45.00
Forfeited
(1,305
)
$
53.60
Non-vested outstanding at the end of the period
91,514
$
53.75
As of
March 31, 2019
, the Company had
$3.9 million
of total unrecognized stock-based compensation expense expected to be charged to earnings over a weighted-average period of
3.0
years.
Stock Options
On July 27, 2016, the Board of Directors approved, and the Company granted,
1,036,916
stock options with an exercise price equal to the Initial Public Offering price of
$16.00
per share and a weighted-average grant-date fair value of
$2.71
per share. The options have a maximum contractual term of
10
years and vest in
4
equal annual installments following the date of the grant.
The value of the options granted was estimated at the date of grant using the Black-Scholes pricing model using the following assumptions:
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Table of Contents
Risk-free rate of return
1.26
%
Dividend yield
1.25
%
Expected share price volatility
(1)
18.50
%
Expected life in years
(2)
6.3 years
(1)
Expected volatility was based on the Company’s competitors within the industry.
(2)
Expected life was calculated using the simplified method, which was an average of the contractual term of the option and its ordinary vesting period, as the Company did not have sufficient historical data for determining the expected term of our stock option awards.
A summary of option activity as of
March 31, 2019
, and changes during the period then ended is presented below:
Number of Shares
Weighted-average exercise price
Weighted-average remaining years of contractual term
Aggregate intrinsic value (in thousands)
Outstanding at January 1, 2019
804,303
$
16.00
Granted
—
—
Forfeited
(12,600
)
16.00
Exercised
(37,308
)
16.00
Outstanding at March 31, 2019
754,395
$
16.00
7.3
$
39,659
Exercisable at March 31, 2019
302,629
$
16.00
7.3
$
15,909
The total intrinsic value of options exercised was
$1.9 million
and
$1.0 million
during the
three
months ended
March 31, 2019
and 2018, respectively. As of
March 31, 2019
, the Company had
$0.8 million
of total unrecognized stock-based compensation expense expected to be charged to earnings over a weighted-average period of
1.3
years.
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Table of Contents
7. Earnings per share
The following represents a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations contained in the consolidated financial statements:
Three Months Ended March 31,
2019
2018
(in thousands, except per share data)
Net income
$
18,720
$
7,287
Weighted average common shares outstanding - basic
21,169
21,045
Effect of potential dilutive securities:
Conversion of stock options
568
581
Conversion of restricted stock
26
2
Weighted average common shares outstanding - diluted
21,763
21,628
Earnings per common share:
Basic
$
0.88
$
0.35
Diluted
$
0.86
$
0.34
There were no anti-dilutive stock awards for the
three
months ended
March 31, 2019
or 2018.
8. Income taxes
The Company uses the estimated annual effective tax rate method for calculating its tax provision in interim periods, which represents the Company's best estimate of the effective tax rate expected for the full year. The estimated annual effective tax rate typically differs from the U.S. statutory tax rate primarily as a result of tax-exempt investment income and any discrete items recognized during the period. The Company's effective tax rates were
17.9%
and
17.3%
for the three months ended
March 31, 2019
and 2018, respectively. The decrease in the effective tax rate in the
first
quarter of 2019 and the
first
quarter of 2018 was primarily due to stock options exercised and tax-exempt interest income relative to pre-tax income.
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Table of Contents
9. Reserves for unpaid losses and loss adjustment expenses
The following table presents a reconciliation of consolidated beginning and ending reserves for unpaid losses and loss adjustment expenses:
March 31,
2019
2018
(in thousands)
Net reserves for unpaid losses and loss adjustment expenses, beginning of year
$
313,763
$
267,493
Incurred losses and loss adjustment expenses:
Current year
40,128
30,183
Prior years
(6,396
)
(1,284
)
Total net losses and loss adjustment expenses incurred
33,732
28,899
Payments:
Current year
2,042
340
Prior years
17,955
17,516
Total payments
19,997
17,856
Net reserves for unpaid losses and loss adjustment expenses, end of period
327,498
278,536
Reinsurance recoverable on unpaid losses
57,627
49,673
Gross reserves for unpaid losses and loss adjustment expenses, end of period
$
385,125
$
328,209
During the
three
months ended
March 31, 2019
, the reserves for unpaid losses and loss adjustment expenses held at December 31, 2018 developed favorably by
$6.4 million
. The favorable development was primarily attributable to the 2015 through 2018 accident years by
$6.3 million
, which resulted from reported losses emerging at a lower level than expected across most statutory lines of business.
During the
three
months ended
March 31, 2018
, the reserves for unpaid losses and loss adjustment expenses held at December 31, 2017 developed favorably by
$1.3 million
. The favorable development was primarily attributable to the 2017 accident year of
$2.5 million
and the 2016 accident year of
$1.2 million
, which resulted from reported losses emerging at a lower level than expected. This favorable development was offset in part by adverse development from the 2011 through 2015 accident years of
$2.4 million
.
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Table of Contents
10. Reinsurance
The following table summarizes the effect of reinsurance on premiums written and earned for the
three
months ended
March 31, 2019
and
2018
:
Three Months Ended March 31,
2019
2018
(in thousands)
Written:
Direct
$
84,563
$
63,847
Assumed
63
—
Ceded
(11,559
)
(8,756
)
Net written
$
73,067
$
55,091
Earned:
Direct
$
72,078
$
56,593
Assumed
57
—
Ceded
(10,644
)
(8,532
)
Net earned
$
61,491
$
48,061
Incurred losses and loss adjustment expenses were net of reinsurance (ceded incurred losses and loss adjustment expenses) of
$4.3 million
and
$2.9 million
for the
three
months ended
March 31, 2019
and
2018
, respectively. At
March 31, 2019
, reinsurance recoverables on paid and unpaid losses were
$1.7 million
and
$57.6 million
, respectively. At
December 31, 2018
, reinsurance recoverables on paid and unpaid losses were
$1.4 million
and
$55.4 million
, respectively.
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Table of Contents
11. Other comprehensive income (loss)
The following table summarizes the components of other comprehensive (loss) income for the
three
months ended
March 31, 2019
and
2018
:
Three Months Ended March 31,
2019
2018
(in thousands)
Unrealized gains (losses) on fixed-maturity securities arising during the period, before income taxes:
$
8,873
$
(6,092
)
Income taxes
(1,863
)
1,279
Unrealized gains (losses) arising during the period, net of income taxes
7,010
(4,813
)
Less reclassification adjustment:
Net realized gains on fixed-maturity securities, before income taxes
292
55
Income taxes
(62
)
(12
)
Reclassification adjustment included in net income, net of income taxes
230
43
Other comprehensive income (loss)
$
6,780
$
(4,856
)
The sale of an available-for-sale fixed-maturity security results in amounts being reclassified from accumulated other comprehensive income to realized gains or losses in current period earnings. The related tax effect of the reclassification adjustment is recorded in income tax expense in current period earnings. See Note 2 for additional information.
20
Table of Contents
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The discussion and analysis below includes certain forward-looking statements that are subject to risks, uncertainties and other factors described in "Risk Factors" in the Annual Report on Form 10-K for the year ended December 31, 2018. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors.
The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2019, or for any other future period. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report, and in conjunction with our audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2018.
References to the "Company," "Kinsale," "we," "us," and "our" are to Kinsale Capital Group, Inc. and its subsidiaries, unless the context otherwise requires.
Overview
Founded in 2009, Kinsale is a specialty insurance company. Kinsale focuses exclusively on the excess and surplus lines ("E&S") market in the U.S., where we use our underwriting expertise to write coverages for hard-to-place small business risks and personal lines risks. We market these insurance products in all 50 states, the District of Columbia, the Commonwealth of Puerto Rico and the U.S. Virgin Islands, primarily through a network of independent insurance brokers.
We have one reportable segment, our Excess and Surplus Lines Insurance segment, which offers property and casualty ("P&C") insurance products through the E&S market. For the first three months of 2019, the percentage breakdown of our gross written premiums was
91.6%
casualty and
8.4%
property. Our underwriting divisions include construction, small business, excess casualty, energy, product liability, professional liability, allied health, general casualty, life sciences, management liability, commercial property, health care, environmental, inland marine, commercial insurance and public entity. We also write a small amount of homeowners insurance in the personal lines market, which in aggregate represented
4.1%
of our gross written premiums in the first three months of 2019.
Components of our results of operations
Gross written premiums
Gross written premiums are the amount received or to be received for insurance policies written or assumed by us during a specific period of time without reduction for policy acquisition costs, reinsurance costs or other deductions. The volume of our gross written premiums in any given period is generally influenced by:
•
New business submissions;
•
Conversion of new business submissions into policies;
•
Renewals of existing policies; and
•
Average size and premium rate of bound policies.
We earn insurance premiums on a pro rata basis over the term of the policy. Our insurance policies generally have a term of one year. Net earned premiums represent the earned portion of our gross written premiums, less that portion of our gross written premiums that is ceded to third-party reinsurers under our reinsurance agreements.
Ceded written premiums
Ceded written premiums are the amount of gross written premiums ceded to reinsurers. We enter into reinsurance contracts to limit our exposure to potential large losses. Ceded written premiums are earned over the reinsurance contract
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Table of Contents
period in proportion to the period of risk covered. The volume of our ceded written premiums is impacted by the level of our gross written premiums and any decision we make to increase or decrease retention levels.
Net investment income
Net investment income is an important component of our results of operations. We earn investment income on our portfolio of cash and invested assets. Our cash and invested assets are primarily comprised of fixed-maturity securities, and may also include cash and cash equivalents, equity securities and short-term investments. The principal factors that influence net investment income are the size of our investment portfolio and the yield on that portfolio. As measured by amortized cost (which excludes changes in fair value, such as from changes in interest rates), the size of our investment portfolio is mainly a function of our invested equity capital along with premiums we receive from our insureds less payments on policyholder claims.
Net investment gains (losses)
Net investment gains (losses) are a function of the difference between the amount received by us on the sale of a security and the security's amortized cost, the unrealized gains and losses on our equity portfolio, as well as any "other-than-temporary" impairments recognized in earnings.
Losses and loss adjustment expenses
Losses and loss adjustment expenses are a function of the amount and type of insurance contracts we write and the loss experience associated with the underlying coverage. In general, our losses and loss adjustment expenses are affected by:
•
Frequency of claims associated with the particular types of insurance contracts that we write;
•
Trends in the average size of losses incurred on a particular type of business;
•
Mix of business written by us;
•
Changes in the legal or regulatory environment related to the business we write;
•
Trends in legal defense costs;
•
Wage inflation; and
•
Inflation in medical costs.
Losses and loss adjustment expenses are based on an actuarial analysis of the estimated losses, including losses incurred during the period and changes in estimates from prior periods. Losses and loss adjustment expenses may be paid out over a period of years.
Underwriting, acquisition and insurance expenses
Underwriting, acquisition and insurance expenses include policy acquisition costs and other underwriting expenses. Policy acquisition costs are principally comprised of the commissions we pay our brokers, net of ceding commissions we receive on business ceded under certain reinsurance contracts. Policy acquisition costs that are directly related to the successful acquisition of those policies are deferred. The amortization of such policy acquisition costs is charged to expense in proportion to premium earned over the policy life.
Other underwriting expenses represent the general and administrative expenses of our insurance business including employment costs, telecommunication and technology costs, the costs of our lease, and legal and auditing fees.
Income tax expense
Currently all of our income tax expense relates to federal income taxes. Our insurance subsidiary, Kinsale Insurance Company, is generally not subject to income taxes in the states in which it operates; however, our non-insurance subsidiaries are subject to state income taxes. The amount of income tax expense or benefit recorded in future periods will depend on the jurisdictions in which we operate and the tax laws and regulations in effect.
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Table of Contents
Key metrics
We discuss certain key metrics, described below, which we believe provide useful information about our business and the operational factors underlying our financial performance.
Underwriting income
is a non-GAAP financial measure. We define underwriting income as pre-tax income, excluding net investment income, realized investment gains and losses on investments, unrealized gains and losses equity securities, and other income and expenses. See "—Reconciliation of non-GAAP financial measures" for a reconciliation of net income to underwriting income in accordance with GAAP.
Loss ratio
, expressed as a percentage, is the ratio of losses and loss adjustment expenses to net earned premiums, net of the effects of reinsurance.
Expense ratio,
expressed as a percentage, is the ratio of underwriting, acquisition and insurance expenses to net earned premiums.
Combined ratio
is the sum of the loss ratio and the expense ratio. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.
Return on equity
is net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.
Operating return on equity
is net operating earnings, a non-GAAP financial measure, expressed as a percentage of average beginning and ending stockholders’ equity during the period. See "—Reconciliation of Non-GAAP Financial Measures" for a reconciliation of net income in accordance with GAAP to operating income.
Net retention ratio
is the ratio of net written premiums to gross written premiums.
Gross investment return
is investment income from fixed-maturity and equity securities, before any deductions for fees and expenses, expressed as a percentage of average beginning and ending balances of those investments during the period.
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Table of Contents
Three months ended
March 31, 2019
compared to three months ended
March 31, 2018
The following table summarizes our results of operations for the three months ended
March 31, 2019
and
2018
:
Three Months Ended March 31,
($ in thousands)
2019
2018
Change
% Change
Gross written premiums
$
84,626
$
63,847
$
20,779
32.5
%
Ceded written premiums
(11,559
)
(8,756
)
(2,803
)
32.0
%
Net written premiums
$
73,067
$
55,091
$
17,976
32.6
%
Net earned premiums
$
61,491
$
48,061
$
13,430
27.9
%
Losses and loss adjustment expenses
33,732
28,899
4,833
16.7
%
Underwriting, acquisition and insurance expenses
15,616
12,398
3,218
26.0
%
Underwriting income
(1)
12,143
6,764
5,379
79.5
%
Other expenses, net
(32
)
(11
)
(21
)
190.9
%
Net investment income
4,515
3,229
1,286
39.8
%
Net unrealized gains (losses) on equity securities
5,895
(1,279
)
7,174
(560.9
)%
Net realized gains on investments
280
112
168
150.0
%
Income before taxes
22,801
8,815
13,986
158.7
%
Income tax expense
4,081
1,528
2,553
167.1
%
Net income
$
18,720
$
7,287
$
11,433
156.9
%
Annualized return on equity
27.1
%
12.2
%
Annualized operating return on equity
(2)
20.0
%
13.7
%
Loss ratio
54.9
%
60.1
%
Expense ratio
25.4
%
25.8
%
Combined ratio
80.3
%
85.9
%
(1)
Underwriting income is a non-GAAP financial measure. See "—Reconciliation of non-GAAP financial measures" for a reconciliation of net income in accordance with GAAP to underwriting income.
(2)
Operating return on equity is net operating earnings, a non-GAAP financial measure, expressed as a percentage of average beginning and ending stockholders’ equity during the period. See "—Reconciliation of Non-GAAP Financial Measures" for a reconciliation of net income in accordance with GAAP to operating income.
Net income was
$18.7 million
for the three months ended
March 31, 2019
compared to
$7.3 million
for the three months ended
March 31, 2018
, an increase of
156.9%
. The increase in net income for the first three months of 2019 over the first three months of 2018 was due to higher earned premiums, resulting from strong growth in broker submissions across substantially all lines of business combined with a favorable and improving E&S market, higher returns on our investment portfolio and higher favorable development on loss reserves related to prior accident years.
Underwriting income was
$12.1 million
for the three months ended
March 31, 2019
compared to
$6.8 million
for the three months ended
March 31, 2018
, an increase of
79.5%
. The corresponding combined ratios were
80.3%
for the three months ended
March 31, 2019
compared to
85.9%
for the three months ended
March 31, 2018
. The increase in our underwriting income in the first three months of 2019 compared to the first three months of 2018, was due to higher favorable development on loss reserves from prior accident years and growth in the business quarter over quarter combined with a favorable and improving E&S market.
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Table of Contents
Premiums
Our gross written premiums were
$84.6 million
for the three months ended
March 31, 2019
compared to
$63.8 million
for the three months ended
March 31, 2018
, an increase of
$20.8 million
, or
32.5%
. The increase in gross written premiums for the first three months of 2019 over the same period last year was due to higher submission activity across substantially all lines of business combined with a favorable and improving E&S market. The average premium on a policy written was approximately
$8,000
in the first three months of 2019 and 2018. Excluding our personal lines insurance, which has a relatively low premium per policy written, the average premium on a policy written was approximately
$10,400
for the first three months of 2019 and
$10,300
for the first three months of 2018.
Net written premiums increased by
$18.0 million
, or
32.6%
, to
$73.1 million
for the three months ended
March 31, 2019
from
$55.1 million
for the three months ended
March 31, 2018
. The increase in net written premiums for the first three months of 2019 compared to the same period last year was primarily due to higher gross written premiums. The net retention ratio was
86.3%
for both the three months ended
March 31, 2019
and
2018
.
Net earned premiums increased by
$13.4 million
, or
27.9%
, to
$61.5 million
for the three months ended
March 31, 2019
from
$48.1 million
for the three months ended
March 31, 2018
due to growth in gross written premiums.
Loss ratio
The loss ratio was
54.9%
for the three months ended
March 31, 2019
compared to
60.1%
for the three months ended
March 31, 2018
. The decrease in the loss ratio in the first three months of 2019 compared to the first three months of 2018 was due primarily to higher favorable development on loss reserves from prior accident years.
During the first three months of
2019
and 2018, the overall favorable development on loss reserves from prior accident years was primarily due to reported losses emerging at lower levels than expected. During the three months ended
March 31, 2019
, prior accident years developed favorably by
$6.4 million
, of which
$4.8 million
was attributable to accident years 2017 and 2018. During the three months ended
March 31, 2018
, loss reserves for prior accident years developed favorably by
$1.3 million
, which was largely attributable to accident years 2016 and 2017 of
$3.7 million
. This favorable development in 2018 was offset in part by adverse development in the accident years 2011 through 2015 of
$2.4 million
, resulting from several large claims.
The following table summarizes the loss ratios for the three months ended
March 31, 2019
and
2018
:
Three Months Ended March 31,
2019
2018
($ in thousands)
Losses and Loss Adjustment Expenses
% of Earned Premiums
Losses and Loss Adjustment Expenses
% of Earned Premiums
Loss ratio:
Current accident year before catastrophe losses
$
40,098
65.2
%
$
30,183
62.8
%
Current year catastrophe losses
30
0.1
%
—
—
%
Effect of prior year development
(6,396
)
(10.4
)%
(1,284
)
(2.7
)%
Total
$
33,732
54.9
%
$
28,899
60.1
%
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Table of Contents
Expense ratio
The following table summarizes the components of the expense ratio for the three months ended
March 31, 2019
and
2018
:
Three Months Ended March 31,
2019
2018
($ in thousands)
Underwriting Expenses
% of Earned Premiums
Underwriting Expenses
% of Earned Premiums
Commissions incurred:
Direct
$
10,674
17.4
%
$
8,379
17.4
%
Ceding
(2,938
)
(4.8
)%
(2,444
)
(5.1
)%
Net commissions incurred
7,736
12.6
%
5,935
12.3
%
Other underwriting expenses
7,880
12.8
%
6,463
13.5
%
Underwriting, acquisition and insurance expenses
$
15,616
25.4
%
$
12,398
25.8
%
The expense ratio was
25.4%
for the three months ended
March 31, 2019
compared to
25.8%
for the three months ended
March 31, 2018
. The decrease in the other underwriting expense ratio for the three months ended
March 31, 2019
compared to the same period last year reflected the benefit of higher net earned premiums without a proportional increase in total other underwriting expenses resulting from management's focus on controlling costs. Direct commissions paid as a percent of gross written premiums was
14.6%
for the three months ended
March 31, 2019
and
14.7%
for the three months ended
March 31, 2018
.
Investing results
Our net investment income increased by
39.8%
to
$4.5 million
for the three months ended
March 31, 2019
from
$3.2 million
for the three months ended
March 31, 2018
. This increase in the first three months of 2019 compared to the same period last year was primarily due to growth in our investment portfolio balance generated from the investment of excess operating funds since March 31, 2018 and from higher gross investment returns.
The following table summarizes net investment income and net realized and unrealized investment gains and losses for the three months ended
March 31, 2019
and
2018
:
Three Months Ended March 31,
($ in thousands)
2019
2018
Change
% Change
Interest from fixed-maturity securities
$
4,075
$
2,846
$
1,229
43.2
%
Dividends from equity securities
521
412
109
26.5
%
Other
245
260
(15
)
(5.8
)%
Gross investment income
4,841
3,518
1,323
37.6
%
Investment expenses
(326
)
(289
)
(37
)
12.8
%
Net investment income
4,515
3,229
1,286
39.8
%
Net unrealized gains (losses) on equity securities
5,895
(1,279
)
7,174
(560.9
)%
Net realized gains on investments
280
112
168
150.0
%
Total
$
10,690
$
2,062
$
8,628
418.4
%
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Table of Contents
Our investment portfolio, excluding cash equivalents and unrealized gains and losses, had an annualized gross investment return of
3.2%
for the three months ended
March 31, 2019
, compared to
2.7%
for the three months ended
March 31, 2018
.
We perform quarterly reviews of all available-for-sale securities within our investment portfolio to determine whether any other-than-temporary impairment has occurred. Management concluded that there were no other-than-temporary impairments from available-for-sale investments for the three months ended
March 31, 2019
or
2018
.
Income tax expense
Our income tax expense was
$4.1 million
for the three months ended
March 31, 2019
compared to
$1.5 million
for the three months ended
March 31, 2018
. Our effective tax rate was approximately
17.9%
for the three months ended
March 31, 2019
compared to
17.3%
for the three months ended
March 31, 2018
. The effective tax rates were lower than the federal statutory rate of 21% due to the tax benefits from the exercise of stock options and from income generated by certain tax-advantaged investments.
Return on equity
Our annualized return on equity was
27.1%
for the three months ended
March 31, 2019
compared to
12.2%
for the three months ended
March 31, 2018
. Our annualized operating return on equity was
20.0%
for the three months ended March 31, 2019 compared to
13.7%
for the three months ended March 31, 2018. The increase in annualized operating return on equity for the three months ended
March 31, 2019
compared to the prior-year period was due to a number of factors, including growth in the business combined with a favorable and improving E&S market, higher overall returns on the investment portfolio and higher favorable development on loss reserves from prior accident years.
Liquidity and capital resources
Sources and uses of funds
We are organized as a Delaware holding company with our operations primarily conducted by our wholly-owned insurance subsidiary, Kinsale Insurance Company, which is domiciled in Arkansas. Accordingly, we may receive cash through (1) loans from banks and other third parties, (2) issuance of equity and debt securities, (3) corporate service fees from our insurance subsidiary, (4) payments from our subsidiaries pursuant to our consolidated tax allocation agreement and other transactions, and (5) dividends from our insurance subsidiary. We may use the proceeds from these sources to contribute funds to Kinsale Insurance Company in order to support premium growth, reduce our reliance on reinsurance, pay dividends and taxes and for other business purposes.
We receive corporate service fees from Kinsale Insurance Company to reimburse us for most of the operating expenses that we incur. Reimbursement of expenses through corporate service fees is based on the actual costs that we expect to incur with no mark-up above our expected costs.
Management believes that the Company has sufficient liquidity available both in Kinsale and in its insurance subsidiary, Kinsale Insurance Company, as well as in its other operating subsidiaries, to meet its operating cash needs and obligations and committed capital expenditures for the next 12 months.
In January 2019, we purchased land for $2.5 million in Henrico County, Virginia for the development of a new corporate headquarters. We are currently targeting a third quarter 2020 completion date. The project is estimated to cost approximately $50 million to $55 million, substantially all of which we expect will be capitalized. We expect to fund the project through a combination of existing cash flows from operations and debt financing.
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Table of Contents
Cash flows
Our most significant source of cash is from premiums received from our insureds, which, for most policies, we receive at the beginning of the coverage period. Our most significant cash outflow is for claims that arise when a policyholder incurs an insured loss. Because the payment of claims occurs after the receipt of the premium, often years later, we invest the cash in various investment securities that earn interest and dividends. We also use cash to pay commissions to insurance brokers, as well as to pay for ongoing operating expenses such as salaries, rent and taxes. As described under "—Reinsurance" below, we use reinsurance to manage the risk that we take related to the issuance of our policies. We cede, or pay out, part of the premiums we receive to our reinsurers and collect cash back when losses subject to our reinsurance coverage are paid.
The timing of our cash flows from operating activities can vary among periods due to the timing by which payments are made or received. Some of our payments and receipts, including loss settlements and subsequent reinsurance receipts, can be significant, so their timing can influence cash flows from operating activities in any given period. Management believes that cash receipts from premiums, proceeds from investment sales and redemptions and investment income are sufficient to cover cash outflows in the foreseeable future.
Our cash flows for the three months ended
March 31, 2019
and
2018
were:
Three Months Ended March 31,
2019
2018
(in thousands)
Cash and cash equivalents provided by (used in):
Operating activities
$
33,804
$
21,437
Investing activities
(4,920
)
(45,597
)
Financing activities
(1,099
)
(928
)
Change in cash and cash equivalents
$
27,785
$
(25,088
)
Net cash provided by operating activities was approximately
$33.8 million
for the three
months ended
March 31, 2019
, compared to
$21.4 million
for the same period in
2018
. This increase was largely driven by higher premium volume, the timing of claim payments and reinsurance recoveries, and changes in operating assets and liabilities.
Net cash used in investing activities was
$4.9 million
for the three months ended
March 31, 2019
, compared to
$45.6 million
for the three months ended
March 31, 2018
. Net cash used in investing activities during the first three months of 2019 reflected purchases of fixed-maturity securities of
$43.0 million
, comprised of asset and mortgage-backed securities and corporate bonds. During the first three months of 2019, we received proceeds of
$28.4 million
from sales of fixed-maturity securities, principally municipal bonds, and
$14.5 million
from redemptions of corporate bonds and asset and mortgage-backed securities. During the three months ended March 31, 2019, purchases and sales of equity securities were
$1.8 million
and
$0.9 million
, respectively, largely related to non-redeemable preferred stocks. In addition, net cash used in investing activities included the purchase of land for $2.5 million in anticipation of developing a new corporate headquarters.
Cash used in investing activities during the first three months of 2018 reflected purchases of fixed-income securities of
$82.6 million
, principally corporate bonds and asset-backed securities. In addition, we purchased
$3.2 million
of equity securities during the first three months of 2018, principally exchange traded funds (ETFs). During the first quarter of 2018, we received proceeds of $39.3 million from maturities and sales of fixed-maturity securities and $0.9 million from the sale of an intermediate-term bond ETF.
During the quarter ended
March 31, 2019
, cash used in financing activities reflected dividends paid of $0.08 per common share, or
$1.7 million
in aggregate. During the quarter ended March 31, 2018, cash used in financing activities primarily reflected dividends paid of $0.07 per common share, or
$1.5 million
in aggregate. Proceeds received from the exercise of stock options were
$0.6 million
and
$0.5 million
for the three months ended
March 31, 2019
and 2018, respectively.
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Table of Contents
Reinsurance
We enter into reinsurance contracts primarily to limit our exposure to potential large losses. Reinsurance involves an insurance company transferring ("ceding") a portion of its exposure on a risk to another insurer, the reinsurer. The reinsurer assumes the exposure in return for a portion of the premium. Our reinsurance is primarily contracted under quota-share reinsurance contracts and excess of loss contracts. In quota-share reinsurance, the reinsurer agrees to assume a specified percentage of the ceding company's losses arising out of a defined class of business in exchange for a corresponding percentage of premiums, net of a ceding commission. In excess of loss reinsurance, the reinsurer agrees to assume all or a portion of the ceding company's losses, in excess of a specified amount. Under excess of loss reinsurance, the premium payable to the reinsurer is negotiated by the parties based on their assessment of the amount of risk being ceded to the reinsurer because the reinsurer does not share proportionately in the ceding company's losses.
We use facultative reinsurance coverage on a limited basis. Facultative coverage refers to a reinsurance contract on individual risks as opposed to a group or class of business. It is used for a variety of reasons, including supplementing the limits provided by the treaty coverage or covering risks or perils excluded from treaty reinsurance.
The following is a summary of our significant reinsurance programs as of
March 31, 2019
:
Line of Business Covered
Company Policy Limit
Reinsurance Coverage
Company Retention
Property - per risk
Up to $10.0 million per risk
$9.0 million excess of $1.0 million
$1.0 million per occurrence
Property - catastrophe (1)
N/A
$45.0 million excess of $5.0 million
$5.0 million per catastrophe
Primary casualty (2)
Up to $10.0 million per occurrence
$9.0 million excess of $1.0 million
$1.0 million per occurrence
Excess casualty (3)
Up to $10.0 million per occurrence
Variable quota share
$1.5 million per occurrence except as described in note (3) below
(1)
Our property catastrophe reinsurance reduces the financial impact of a catastrophe event involving multiple claims and policyholders. Our property catastrophe reinsurance includes a reinstatement provision which requires us to pay reinstatement premiums after a loss has occurred in order to preserve coverage. Including the reinstatement provision, the maximum aggregate loss recovery limit is $90 million and is in addition to the per-occurrence coverage provided by our facultative and other treaty coverages.
(2)
Reinsurance is not applicable to any individual policy with a per occurrence limit of $1.0 million or less.
(3)
For policies with a per occurrence limit higher than $1.0 million, the quota-share ceding percentage varies such that the retention is always $1.5 million or less. For example, for a $2.0 million limit excess policy, our retention would be 75%, whereas for a $10.0 million limit excess policy, our retention would be 15%. For policies for which we also write an underlying primary limit, the retention on the primary and excess policy combined would not exceed $1.5 million.
At each renewal, we consider any plans to change the underlying insurance coverage we offer, as well as updated loss activity, the level of our capital and surplus, changes in our risk appetite and the cost and availability of reinsurance treaties.
Reinsuran
ce contracts do not relieve us from our obligations to policyholders. Failure of the reinsurer to honor its obligations could result in losses to us, and if such an event occurred, we would establish an allowance for those amounts considered uncollectible. In formulating our reinsurance programs, we are selective in our choice of reinsurers and we consider numerous factors, the most important of which are the financial stability of the reinsurer, its history of responding to claims and its overall reputation. In an effort to minimize our exposure to the insolvency of our reinsurers, we review the financial condition of each reinsurer annually. In addition, we continually monitor for rating downgrades involving any of our reinsurers. At
March 31, 2019
, all reinsurance contracts that our insurance subsidiary was a party to
29
Table of Contents
were with companies with A.M. Best ratings of "A" (Excellent) or better. As of March 31, 2019, we have never had a loss for uncollectible reinsurance.
Ratings
Kinsale Insurance Company has a financial strength rating of "A-" (Excellent) with a positive outlook from A.M. Best. A.M. Best assigns 16 ratings to insurance companies, which currently range from "A++" (Superior) to "F" (In Liquidation). "A-" (Excellent) is the fourth highest rating issued by A.M. Best. The "A-" (Excellent) rating is assigned to insurers that have, in A.M. Best's opinion, an excellent ability to meet their ongoing obligations to policyholders. This rating is intended to provide an independent opinion of an insurer's ability to meet its obligation to policyholders and is not an evaluation directed at investors.
The financial strength ratings assigned by A.M. Best have an impact on the ability of the insurance companies to attract and retain agents and brokers and on the risk profiles of the submissions for insurance that the insurance companies receive. The "A-" (Excellent) rating obtained by Kinsale Insurance Company is consistent with our business plan and allows us to actively pursue relationships with the agents and brokers identified in our marketing plan.
Financial condition
Stockholders' equity
At
March 31, 2019
, total stockholders' equity was
$288.9 million
and tangible stockholders' equity was
$286.1 million
, compared to total stockholders' equity of
$264.0 million
and tangible stockholders' equity
$261.2 million
at
December 31, 2018
. The increases in both total and tangible stockholders' equity over the prior year-end balances were primarily due to profits generated during the period, an increase in unrealized gains on available-for-sale investments, net of taxes, and activity related to stock-based compensation plans, offset in part by the payment of dividends.
Tangible stockholders’ equity is a non-GAAP financial measure. We define tangible stockholders’ equity as stockholders’ equity less intangible assets, net of deferred taxes. Our definition of tangible stockholders’ equity may not be comparable to that of other companies, and it should not be viewed as a substitute for stockholders’ equity calculated in accordance with GAAP. We use tangible stockholders' equity internally to evaluate the strength of our balance sheet and to compare returns relative to this measure.
Stockholders' equity at
March 31, 2019
and
December 31, 2018
, reconciles to tangible stockholders' equity as follows:
March 31, 2019
December 31, 2018
(in thousands)
Stockholders' equity
$
288,889
$
263,986
Less: intangible assets, net of deferred taxes
2,795
2,795
Tangible stockholders' equity
$
286,094
$
261,191
Investment portfolio
At
March 31, 2019
, our cash and invested assets
of
$708.1 million
consisted of fixed-maturity securities, cash and cash equivalents and equity securities.
At
March 31, 2019
, the majority of the investment portfolio was comprised of fixed-maturity securities of
$540.8 million
that were classified as available-for-sale. Available-for-sale investments are carried at fair value with unrealized gains and losses on these securities, net of applicable taxes, reported as a separate component of accumulated other comprehensive income. At
March 31, 2019
, we also held
$102.9 million
of cash and cash equivalents and
$64.5 million
of equity securities, which were comprised of ETFs and non-redeemable preferred stock. Our
fixed-maturity securities, including cash equivalents,
had a weighted average duration of
3.9
years at
March 31, 2019
and
December 31, 2018
and an average rating of "AA" at
March 31, 2019
and
December 31, 2018
.
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Table of Contents
At
March 31, 2019
and
December 31, 2018
, the amortized cost and fair value on fixed-maturity securities were as follows:
March 31, 2019
December 31, 2018
Amortized Cost
Estimated Fair Value
% of Total Fair Value
Amortized Cost
Estimated Fair Value
% of Total Fair Value
($ in thousands)
Fixed-maturity securities:
U.S. Treasury securities and obligations of U.S. government agencies
$
110
$
112
—
%
$
610
$
611
0.1
%
Obligations of states, municipalities and political subdivisions
126,050
130,160
24.1
%
153,884
154,600
30.3
%
Corporate and other securities
108,757
110,123
20.4
%
97,889
96,752
19.0
%
Asset-backed securities
164,341
164,412
30.4
%
151,137
149,867
29.4
%
Residential mortgage-backed securities
136,924
135,971
25.1
%
110,717
108,421
21.2
%
Total fixed-maturity securities
$
536,182
$
540,778
100.0
%
$
514,237
$
510,251
100.0
%
The table below summarizes the credit quality of our fixed-maturity securities at
March 31, 2019
and
December 31, 2018
, as rated by Standard & Poor’s Financial Services, LLC ("Standard & Poor's"):
March 31, 2019
December 31, 2018
Standard & Poor’s or Equivalent Designation
Estimated Fair Value
% of Total
Estimated Fair Value
% of Total
($ in thousands)
AAA
$
149,998
27.7
%
$
133,028
26.1
%
AA
207,870
38.4
%
199,026
39.0
%
A
104,013
19.2
%
108,972
21.3
%
BBB
69,308
12.9
%
61,037
12.0
%
Below BBB and unrated
9,589
1.8
%
8,188
1.6
%
Total
$
540,778
100.0
%
$
510,251
100.0
%
The amortized cost and fair value of our fixed-maturity securities summarized by contractual maturity as of
March 31, 2019
and
December 31, 2018
, were as follows:
March 31, 2019
December 31, 2018
Amortized
Cost
Estimated Fair Value
% of Total Fair Value
Amortized
Cost
Estimated Fair Value
% of Total Fair Value
($ in thousands)
Due in one year or less
$
4,270
$
4,265
0.8
%
$
10,283
$
10,252
2.0
%
Due after one year through five years
75,192
76,142
14.1
%
67,670
67,426
13.2
%
Due after five years through ten years
53,708
55,609
10.3
%
55,725
56,235
11.0
%
Due after ten years
101,747
104,379
19.3
%
118,705
118,050
23.1
%
Asset-backed securities
164,341
164,412
30.4
%
151,137
149,867
29.4
%
Residential mortgage-backed securities
136,924
135,971
25.1
%
110,717
108,421
21.3
%
Total fixed maturities
$
536,182
$
540,778
100.0
%
$
514,237
$
510,251
100.0
%
Actual maturities may differ from contractual maturities because some borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
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Table of Contents
As of
March 31, 2019
, approximately
6.2%
of our total cash and investments were invested in ETFs. At
March 31, 2019
and
December 31, 2018
, our ETF balances were comprised of the following funds:
March 31, 2019
December 31, 2018
Fund
Fair Value
% of Total
Fair Value
% of Total
($ in thousands)
Domestic stock market fund
$
22,684
51.8
%
$
19,899
51.0
%
Dividend yield equity fund
10,341
23.6
%
9,344
24.0
%
Foreign stock market fund
9,736
22.2
%
8,817
22.6
%
Small-cap index
1,073
2.4
%
927
2.4
%
Total
$
43,834
100.0
%
$
38,987
100.0
%
As of
March 31, 2019
, approximately
2.9%
of our total cash and investments were invested in non-redeemable preferr
ed stock. A summary of these securities by industry segment is shown below as of
March 31, 2019
and
December 31, 2018
:
March 31, 2019
December 31, 2018
Industry
Fair Value
% of Total
Fair Value
% of Total
($ in thousands)
Financial
$
15,376
74.5
%
$
14,618
78.1
%
Utilities
3,635
17.6
%
2,734
14.6
%
Industrials and other
1,636
7.9
%
1,372
7.3
%
Total
$
20,647
100.0
%
$
18,724
100.0
%
Restricted investments
In order to conduct business in certain states, we are required to maintain letters of credit or assets on deposit to support state-mandated insurance regulatory requirements and to comply with certain third-party agreements. Assets held on deposit or in trust accounts are primarily in the form of high-grade securities. The fair value of our restricted assets was
$6.9 million
at
March 31, 2019
and
December 31, 2018
.
Off-balance sheet arrangements
We do not have any material off-balance sheet arrangements at
March 31, 2019
.
Reconciliation of non-GAAP financial measures
Reconciliation of underwriting income
Underwriting income is defined as pre-tax income excluding net investment income, realized gains and losses on investments, unrealized gains and losses on equity securities, and other income and expenses. The Company uses underwriting income as an internal performance measure in the management of its operations because the Company believes it gives management and users of the Company's financial information useful insight into the Company's results of operations and underlying business performance. Underwriting income should not be viewed as a substitute for net income calculated in accordance with GAAP, and other companies may define underwriting income differently.
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Net income for the three months ended
March 31, 2019
and
2018
, reconciles to underwriting income as follows:
Three Months Ended March 31,
(in thousands)
2019
2018
Net income
$
18,720
$
7,287
Income tax expense
4,081
1,528
Income before income taxes
22,801
8,815
Other expenses
36
14
Net investment income
(4,515
)
(3,229
)
Net unrealized (gains) losses on equity securities
(5,895
)
1,279
Net realized gains on investments
(280
)
(112
)
Other income
(4
)
(3
)
Underwriting income
$
12,143
$
6,764
Reconciliation of n
et operating earnings
Net operating earnings exclude the effect of realized investment gains and losses and unrealized gains and losses on equity securities, after taxes. Management believes the exclusion of these items provides a more useful comparison of the Company's underlying business performance from period to period. Net operating earnings and percentages or calculations using net operating earnings (e.g., diluted operating earnings per share and annualized operating return on equity) are non-GAAP financial measures. Net operating earnings should not be viewed as a substitute for net income calculated in accordance with GAAP, and other companies may define net operating earnings differently.
Net income for the three months ended
March 31, 2019
and
2018
, reconciles to net operating earnings as follows:
Three Months Ended March 31,
(in thousands)
2019
2018
Net operating earnings:
Net income
$
18,720
$
7,287
Net unrealized (gains) losses on equity securities, after taxes
(4,657
)
1,010
Net realized gains on investments, after taxes
(221
)
(88
)
Net operating earnings
$
13,842
$
8,209
Operating return on equity:
Average equity
(1)
$
276,438
$
239,020
Annualized return on equity
(2)
27.1
%
12.2
%
Annualized operating return on equity
(3)
20.0
%
13.7
%
(1)
Computed by adding the total equity as of the date indicated to the prior year-end total and dividing by two.
(2)
Annualized return on equity represents net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.
(3)
Annualized operating return on equity is net operating earnings expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.
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Critical accounting estimates
We identified the accounting estimates which are critical to the understanding of our financial position and results of operations. Critical accounting estimates are defined as those estimates that are both important to the portrayal of our financial condition and results of operations and require us to exercise significant judgment. We use significant judgment concerning future results and developments in applying these critical accounting estimates and in preparing our consolidated financial statements. These judgments and estimates affect our reported amounts of assets, liabilities, revenues and expenses and the disclosure of our material contingent assets and liabilities. Actual results may differ materially from the estimates and assumptions used in preparing the consolidated financial statements. We evaluate our estimates regularly using information that we believe to be relevant. Our critical accounting policies and estimates are described in our annual consolidated financial statements and the related notes in our Annual Report on Form 10-K for the year ended December 31, 2018.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in interest rates, equity prices, foreign currency exchange rates and commodity prices.
Our primary market risks have been equity price risk associated with investments in equity securities and interest rate risk associated with investments in fixed maturities. We do not have any material exposure to foreign currency exchange rate risk or commodity risk.
There have been no material changes in market risk from the information provided in our Annual Report on Form 10-K for the year ended December 31, 2018.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required financial disclosure.
As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the first quarter of 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
The effectiveness of any system of controls and procedures is subject to certain limitations, and, as a result, there can be no assurance that our controls and procedures will detect all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be attained.
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Table of Contents
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are party to legal proceedings which arise in the ordinary course of business. We believe that the outcome of such matters, individually and in the aggregate, will not have a material adverse effect on our consolidated financial position.
Item 1A. Risk Factors
There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 6. Exhibits
Exhibit
Number
Description
31.1
Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
* This certification is deemed not filed for purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KINSALE CAPITAL GROUP, INC.
Date: May 2, 2019
By:
/s/ Michael P. Kehoe
Michael P. Kehoe
President and Chief Executive Officer
Date: May 2, 2019
By:
/s/ Bryan P. Petrucelli
Bryan P. Petrucelli
Senior Vice President, Chief Financial Officer and Treasurer
36