skwd-20240805
false000151944900015194492024-08-052024-08-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 5, 2024
___________________________________
Skyward Specialty Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-41591
(Commission File Number)
14-1957288
(I.R.S. Employer Identification Number)
800 Gessner Road, Suite 600
Houston, Texas
77024-4284
(Address of principal executive offices and zip code)
(Zip Code)
(713) 935-4800
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.01
SKWD
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
x
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. o




Item 2.02.
Results of Operations and Financial Condition

On August 5, 2024, Skyward Specialty Insurance Group, Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter and fiscal period ended June 30, 2024. The press release is furnished as Exhibit 99.1 to this Report and is hereby incorporated by reference in this Item 2.02.
As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.
Financial Statements and Exhibits
(d)     Exhibits

Exhibit No.Description
99.1
104.1
Cover Page Interactive Data File (embedded within the Inline XBRL document)








SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


SKYWARD SPECIALTY INSURANCE GROUP, INC.
Date:
August 5, 2024
/s/ Mark Haushill
Mark Haushill
Chief Financial Officer



Document
Exhibit 99.1
https://cdn.kscope.io/d4a2fe286e2c68876ae6be9d47a66824-skwdlogo.jpg
Skyward Specialty Insurance Group Reports Second Quarter 2024 Results
Houston, TX – August 5, 2024 – Skyward Specialty Insurance Group, Inc. (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today reported second quarter 2024 net income of $31.0 million, or $0.75 per diluted share, compared to $19.5 million, or $0.51 per diluted share, for the same 2023 period. Net income for the first half of 2024 was $67.8 million, or $1.65 per diluted share, compared to $35.0 million, or $0.93 per diluted share, for the same 2023 period.
Adjusted operating income(1) for the second quarter of 2024 was $33.1 million, or $0.80 per diluted share, compared to $16.0 million, or $0.42 per diluted share, for the same 2023 period. Adjusted operating income(1) for the first half of 2024 was $64.0 million, or $1.56 per diluted share, compared to $31.5 million, or $0.84 per diluted share, for the same 2023 period.
Highlights for the second quarter included:
Gross written premiums increased 17.6%.
Underwriting income(1) of $23.9 million compared to $15.5 million for the second quarter of 2023.
Adjusted operating income(1) of $33.1 million compared to $16.0 million for the second quarter of 2023.
Combined ratio of 90.7% compared to 92.0% for the second quarter of 2023.
Cat loss and LAE ratio of 1.2% compared to 3.5% for the second quarter of 2023.
Annualized return on equity of 19.6% through the first half of 2024 compared to 14.8% for the same 2023 period.
Annualized return on tangible equity(1) of 22.4% through the first half of 2024 compared to 18.3% for the same 2023 period.
(1) See "Reconciliation of Non-GAAP Financial Measures"
Skyward Specialty Chairman and CEO Andrew Robinson commented, "Our second quarter results continue the consistently excellent performance we have produced in each of the seven quarters reporting as a public company and our adjusted operating income of $33.1 million was the best in Company history. Our 90.7% combined ratio, inclusive of 1.2% of catastrophe losses, was again excellent. Our 18% gross written premiums growth reflects the power and sustainability of our "Rule our Niche" strategy. We are pleased with the sources of our growth which are increasingly coming from parts of our business that are less exposed to the P&C cycles, including our surety, accident & health and captives divisions and our agriculture business unit within our global property & agriculture division. We continue to be confident that we are well positioned to deliver attractive returns for our shareholders and to profitably grow our Company."
"Last week's AM Best upgrade to A (Excellent) with stable outlook is a testament to the strength of our business model and the dedication of our team. This upgrade reflects our ongoing commitment to delivering exceptional value to our policyholders and shareholders."



Results of Operations
Underwriting Results
Premiums
($ in thousands)Three months ended June 30,Six months ended June 30,
unaudited20242023%
Change
20242023%
Change
Gross written premiums$496,243$421,994 17.6%$954,863$782,49222.0%
Ceded written premiums$(199,114)$(208,257)(4.4)%$(370,634)$(366,614)1.1%
Net retention59.9%50.6%
 NM (1)
61.2%53.1%
 NM (1)
Net written premiums$297,129$213,73739.0 %$584,229$415,87840.5%
Net earned premiums$257,583$194,34732.5 %$493,925$377,17831.0%
(1) Not meaningful
The increase in gross written premiums for the second quarter and first half of 2024, when compared to the same 2023 periods, was driven by double-digit premium growth primarily from our captives, transactional E&S and surety underwriting divisions.
Combined RatioThree months ended June 30,Six months ended June 30,
(unaudited)2024202320242023
Non-cat loss and LAE(1)
60.6 %60.7 %60.6 %60.9 %
Cat loss and LAE(1)
1.2%3.5 %0.8 %2.7 %
Prior accident year development - LPT(2)
(0.1)%(0.2)%(0.1)%(0.2)%
Loss Ratio61.7 %64.0 %61.3 %63.4 %
Net policy acquisition costs14.0 %11.9 %13.7 %11.7 %
Other operating and general expenses15.8 %17.3 %15.9 %17.0 %
Commission and fee income(0.8)%(1.2)%(0.8)%(1.0)%
Expense ratio29.0 %28.0 %28.8 %27.7 %
Combined ratio90.7 %92.0 %90.1 %91.1 %
Adjusted Underwriting Ratios
Adjusted loss ratio(2)
61.8 %64.2 %61.4 %63.6 %
Expense ratio29.0 %28.0 %28.8 %27.7 %
Adjusted combined ratio(2)
90.8 %92.2 %90.2 %91.3 %
(1) Current accident year
(2) See "Reconciliation of Non-GAAP Financial Measures"
The loss ratios for the second quarter and first half of 2024 improved 2.3 points and 2.1 points, respectively, when compared to the same 2023 periods, driven by less severity of convective storms.
The expense ratios for the second quarter and first half of 2024 increased 1.0 point and 1.1 points, respectively, when compared to the same 2023 periods driven by the business mix shift partially offset by earnings leverage.
The expense ratios for all periods presented exclude the impact of IPO related stock compensation and secondary offering expenses, which are reported in other expenses in our condensed consolidated statements of operations and comprehensive income.
2


Investment Results
Net Investment Income
$ in thousandsThree months ended June 30,Six months ended June 30,
(unaudited)2024202320242023
Short-term investments & cash and cash equivalents $4,021 $3,206 $9,108 $4,985 
Fixed income
13,786 7,91926,26415,380
Equities
751 6841,378682
Alternative & strategic investments
3,580 (3,226)3,685(7,818)
     Net investment income
$22,138 $8,583 $40,435 $13,229 
Net unrealized (losses) gains on securities still held
$(1,760)$5,017$7,231$8,784
Net realized (losses) gains
(65)334(753)(2,472)
Net investment (losses) gains$(1,825)$5,351$6,478$6,312

Beginning January 1, 2024 we simplified the investment portfolio classifications to align with our strategy and the underlying risk characteristics of the portfolio. The prior period has been reclassified to conform to the current period presentation.
Net investment income for the second quarter and first half of 2024 increased $13.6 million and $27.2 million, respectively when compared to the same 2023 periods, driven by (i) increased income from our fixed income portfolio and short-term investments & cash and cash equivalents due to higher yields and larger asset bases and (ii) an increase in the fair value of limited partnership investments in our alternative and strategic investments portfolio.
Stockholders’ Equity
Stockholders’ equity was $723.6 million at June 30, 2024 which represents an increase of 4.5% when compared to stockholders' equity of $692.3 million at March 31, 2024. The increase in stockholders’ equity was primarily due to net income.
3


Conference Call
At 9 a.m. central time tomorrow, August 6, 2024, Skyward Specialty management will hold a conference call to discuss quarterly results with insurance industry analysts. Interested parties may listen to the discussion at investors.skywardinsurance.com under Events & Presentations. Additionally, investors can access the earnings call via conference call by registering via the conference link. Users will receive dial-in information and a unique PIN to join the call upon registering.
Non-GAAP Financial Measures
This release contains certain financial measures and ratios that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). We refer to these measures as “non-GAAP financial measures.” We use these non-GAAP financial measures when planning, monitoring, and evaluating our performance.
We have chosen to exclude the net impact of the Loss Portfolio Transfer (“LPT”), all development on reserves fully or partially covered by the LPT and amortization of deferred gains associated with recoveries of prior LPT reserve strengthening in certain non-GAAP metrics, where noted, as the business subject to the LPT is not representative of our continuing business strategy. The business subject to the LPT is primarily related to policy years 2017 and prior, was generated and managed under prior leadership, and has either been exited or substantially repositioned during the reevaluation of our portfolio. We consider these non-GAAP financial measures to be useful metrics for our management and investors to facilitate operating performance comparisons from period to period. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered supplemental in nature and is not meant to be a substitute for revenue or net income, in each case as recognized in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. For more information regarding these non-GAAP financial measures and a reconciliation of such measures to comparable GAAP financial measures, see the section entitled “Reconciliation of Non-GAAP Financial Measures.”
About Skyward Specialty Insurance Group, Inc.
Skyward Specialty is a rapidly growing and innovative specialty insurance company, delivering commercial property and casualty products and solutions on a non-admitted and admitted basis. The Company operates through eight underwriting divisions - Accident & Health, Captives, Global Property & Agriculture, Industry Solutions, Professional Lines, Programs, Surety and Transactional E&S. SKWD stock is traded on the Nasdaq Global Select Market, which represents the top fourth of all Nasdaq listed companies.
Skyward Specialty's subsidiary insurance companies consist of Houston Specialty Insurance Company, Imperium Insurance Company, Great Midwest Insurance Company, and Oklahoma Specialty Insurance Company. These insurance companies are rated A (Excellent) with stable outlook by A.M. Best Company. Additional information about Skyward Specialty can be found on our website at www.skywardinsurance.com.
4


Forward-Looking Statements
Except for historical information, all other information in this news release consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are typically, but not always, identified through use of the words "believe," "expect," "enable," "may," "will," "could," "intends," "estimate," "anticipate," "plan," "predict," "probable," "potential," "possible," "should," "continue," and other words of similar meaning. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. The most significant of these uncertainties are described in Skyward Specialty's Form 10-K, and include (but are not limited to) legislative changes at both the state and federal level, state and federal regulatory rule making promulgations and adjudications, class action litigation involving the insurance industry and judicial decisions affecting claims, policy coverages and the general costs of doing business, the potential loss of key members of our management team or key employees and our ability to attract and retain personnel, the impact of competition on products and pricing, inflation in the costs of the products and services insurance pays for, product development, geographic spread of risk, weather and weather-related events, other types of catastrophic events, our ability to obtain reinsurance coverage at prices and on terms that allow us to transfer risk and adequately protect our company against financial loss, and losses resulting from reinsurance counterparties failing to pay us on reinsurance claims. These forward-looking statements speak only as of the date of this release and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
Skyward Specialty Insurance Group, Inc.
Media contact:
Haley Doughty
hdoughty@skywardinsurance.com
713-935-4944
or
Investor contact:
Natalie Schoolcraft,
nschoolcraft@skywardinsurance.com
614-494-4988

5

Skyward Specialty Insurance Group, Inc.
Consolidated Balance Sheets
($ in thousands, except share and per share amounts)
(unaudited)June 30,
2024
December 31, 2023
Assets 
Investments: 
Fixed maturity securities, available-for-sale, at fair value (amortized cost of $1,239,724 and $1,047,713, respectively)$1,200,273 $1,017,651 
Fixed maturity securities, held-to-maturity, at amortized cost (net of allowance for credit losses of $225 and $329, respectively)39,962 42,986 
Equity securities, at fair value112,823 118,249 
Mortgage loans, at fair value43,670 50,070 
Equity method investments101,903 110,653 
Other long-term investments2,665 3,852 
Short-term investments, at fair value215,041 270,226 
Total investments1,716,337 1,613,687 
Cash and cash equivalents72,989 65,891 
Restricted cash35,278 34,445 
Premiums receivable, net377,333 179,235 
Reinsurance recoverables, net667,837 596,334 
Ceded unearned premium255,138 186,121 
Deferred policy acquisition costs116,499 91,955 
Deferred income taxes25,107 21,991 
Goodwill and intangible assets, net87,868 88,435 
Other assets81,108 75,341 
Total assets$3,435,494 $2,953,435 
Liabilities and stockholders’ equity
Liabilities:
Reserves for losses and loss adjustment expenses$1,470,106 $1,314,501 
Unearned premiums711,854 552,532 
Deferred ceding commission47,948 37,057 
Reinsurance and premium payables207,638 150,156 
Funds held for others95,596 58,588 
Accounts payable and accrued liabilities59,796 50,880 
Notes payable100,000 50,000 
Subordinated debt, net of debt issuance costs18,936 78,690 
Total liabilities2,711,874 2,292,404 
Stockholders’ equity
Common stock, $0.01 par value, 500,000,000 shares authorized, 40,096,132 and 39,863,756 shares issued and outstanding, respectively
401 399 
Additional paid-in capital713,542 710,855 
Stock notes receivable(5,233)(5,562)
Accumulated other comprehensive loss(31,136)(22,953)
Retained earnings (accumulated deficit)46,046 (21,708)
Total stockholders’ equity723,620 661,031 
Total liabilities and stockholders’ equity$3,435,494 $2,953,435 
6

Skyward Specialty Insurance Group, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income
($ in thousands)Three months ended June 30,Six months ended June 30,
(unaudited)2024202320242023
Revenues:
Net earned premiums$257,583 $194,347 $493,925 $377,178 
Commission and fee income2,053 2,240 4,079 3,732 
Net investment income22,138 8,583 40,435 13,229 
Net investment (losses) gains(1,825)5,351 6,478 6,312 
Other loss(7)— (7)— 
Total revenues279,942 210,521 544,910 400,451 
Expenses:
Losses and loss adjustment expenses159,054 124,405 302,968 239,305 
Underwriting, acquisition and insurance expenses76,679 56,683 146,453 108,338 
Interest expense2,449 2,466 5,176 4,618 
Amortization expense360 486 748 873 
Other expenses1,045 1,465 2,233 2,579 
Total expenses239,587 185,505 457,578 355,713 
Income before income taxes40,355 25,016 87,332 44,738 
Income tax expense9,385 5,564 19,578 9,730 
Net income30,970 19,452 67,754 35,008 
Net income attributable to participating securities —  1,402 
Net income attributable to common stockholders$30,970 $19,452 $67,754 $33,606 
Comprehensive income:
Net income$30,970 $19,452 $67,754 $35,008 
Other comprehensive income:
Unrealized gains and losses on investments:
Net change in unrealized (losses) gains on investments, net of tax(1,451)(4,375)(6,869)3,413 
Reclassification adjustment for losses on securities no longer held, net of tax(406)(1,165)(1,314)(1,212)
Total other comprehensive (loss) income(1,857)(5,540)(8,183)2,201 
Comprehensive income$29,113 $13,912 $59,571 $37,209 
7

Skyward Specialty Insurance Group, Inc.
Share and Per Share Data
($ in thousands, except share and per share amounts)Three months ended June 30,Six months ended June 30,
(unaudited)2024202320242023
Weighted average basic shares39,177,45736,603,77939,142,82534,746,874
Weighted average diluted shares41,168,08238,143,58541,110,38437,503,914
Basic earnings per share$0.79 $0.53 $1.73 $0.97 
Diluted earnings per share$0.75 $0.51 $1.65 $0.93 
Basic adjusted operating earnings per share$0.84 $0.44 $1.64 $0.87 
Diluted adjusted operating earnings per share$0.80 $0.42 $1.56 $0.84 
Annualized ROE (1)
 17.5%15.1 %19.6 %14.8%
Annualized adjusted ROE (2)
 18.7 %12.4 %18.5 %13.3 %
Annualized ROTE (3)
 20.0%18.3 %22.4 %18.3 %
Annualized adjusted ROTE (4)
 21.3 %15.1 %21.2 %16.5 %
June 30December 31
20242023
Shares outstanding40,096,13239,863,756
Fully diluted shares outstanding41,945,53241,771,854
Book value per share$18.18$16.72
Fully diluted book value per share$17.38$15.96
Fully diluted tangible book value per share$15.28$13.84
(1) Annualized ROE is net income expressed on an annualized basis as a percentage of average beginning and ending stockholders' equity during the period
(2) Annualized adjusted ROE is adjusted operating income expressed on an annualized basis as a percentage of average beginning and ending stockholders' equity during the period
(3) Annualized ROTE is net income expressed on an annualized basis as a percentage of average beginning and ending tangible stockholders' equity during the period
(4) Annualized adjusted ROTE is adjusted operating income expressed on an annualized basis as a percentage of average beginning and ending tangible stockholders' equity during the period
8

Skyward Specialty Insurance Group, Inc.
Reconciliation of Non-GAAP Financial Measures
Adjusted operating income – We define adjusted operating income as net income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook, net of tax impact. We use adjusted operating income as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance. Adjusted operating income should not be viewed as a substitute for net income calculated in accordance with GAAP, and other companies may define adjusted operating income differently.    
($ in thousands)Three months ended June 30,Six months ended June 30,
(unaudited)2024202320242023
Pre-taxAfter-taxPre-taxAfter-taxPre-taxAfter-taxPre-taxAfter-tax
Income as reported$40,355 $30,970 $25,016 $19,452 $87,332 $67,754 $44,738 $35,008 
Less (add):
Net investment (losses) gains(1,825)(1,442)5,351 4,227 6,478 5,118 6,312 4,986 
Net impact of loss portfolio transfer241 190 462 365 482 381 704 556 
Other loss(7)(6)— — (7)(6)— — 
Other expenses(1,045)(826)(1,465)(1,157)(2,233)(1,764)(2,579)(2,037)
Adjusted operating income$42,991 $33,054 $20,668 $16,017 $82,612 $64,025 $40,301 $31,503 
Underwriting income – We define underwriting income as net income before income taxes excluding net investment income, net realized and unrealized gains and losses on investments, impairment charges, interest expense, amortization expense and other income and expenses. Underwriting income represents the pre-tax profitability of our underwriting operations and allows us to evaluate our underwriting performance without regard to investment income. We use this metric as we believe it gives our management and other users of our financial information useful insight into our underlying business performance. Underwriting income should not be viewed as a substitute for pre-tax income calculated in accordance with GAAP, and other companies may define underwriting income differently.
($ in thousands)Three months ended June 30,Six months ended June 30,
(unaudited)2024202320242023
Income before federal income tax expense$40,355 $25,016 $87,332$44,738
Add:
Interest expense2,449 2,466 5,1764,618 
Amortization expense360 486 748873
Other expenses1,045 1,465 2,2332,579
Less:  
Net investment income22,138 8,583 40,43513,229
Net investment (losses) gains(1,825)5,351 6,4786,312
Other loss(7)— (7)
Underwriting income$23,903 $15,499 $48,583$33,267
9

Skyward Specialty Insurance Group, Inc.
Reconciliation of Non-GAAP Financial Measures
Adjusted Loss Ratio / Adjusted Combined Ratio – We define adjusted loss ratio and adjusted combined ratio as the corresponding ratio (calculated in accordance with GAAP), excluding losses and LAE related to the LPT and all development on reserves fully or partially covered by the LPT and amortization of deferred gains associated with recoveries of prior LPT reserve strengthening. We use these adjusted ratios as internal performance measures in the management of our operations because we believe they give our management and other users of our financial information useful insight into our results of operations and our underlying business performance. Our adjusted loss ratio and adjusted combined ratio should not be viewed as substitutes for our loss ratio and combined ratio, respectively.
($ in thousands)Three months ended June 30,Six months ended June 30,
(unaudited)2024202320242023
Net earned premiums$257,583$194,347$493,925$377,178
    
Losses and LAE159,054124,405302,968239,305
Add: Pre-tax net impact of LPT(241)(462)(482)(704)
Adjusted losses and LAE$159,295$124,867$303,450$240,009
Loss ratio61.7 %64.0%61.3 %63.4 %
Add: net impact of LPT(0.1)%(0.2)%(0.1)%(0.2)%
Adjusted loss ratio61.8 %64.2 %61.4 %63.6 %
Combined ratio90.7 %92.0 %90.1 %91.1 %
Add: net impact of LPT(0.1)%(0.2)%(0.1)%(0.2)%
Adjusted combined ratio90.8 %92.2 %90.2 %91.3 %
Tangible Stockholders’ Equity – We define tangible stockholders’ equity as stockholders’ equity less goodwill and intangible assets. Our definition of tangible stockholders’ equity may not be comparable to that of other companies and should not be viewed as a substitute for stockholders’ equity calculated in accordance with GAAP. We use tangible stockholders’ equity internally to evaluate the strength of our balance sheet and to compare returns relative to this measure.
($ in thousands)June 30,December 31,
(unaudited)202420232023
Stockholders' equity$723,620$522,678$661,031 
Less: Goodwill and intangible assets87,86889,18188,435
Tangible stockholders' equity$635,752$433,497$572,596
10

Skyward Specialty Insurance Group, Inc.
Gross Written Premiums by Underwriting Division (Unaudited)
Three months ended June 30,Six months ended June 30,
($ in thousands)20242023%
Change
20242023% Change
Global Property & Agriculture $124,728 $124,080 0.5 %$225,361$198,42013.6 %
Industry Solutions84,11279,249 6.1%162,371146,88210.5%
Captives 62,099 39,283 58.1 %130,50785,36352.9 %
Programs 59,644 52,598 13.4 %111,822101,29710.4 %
Transactional E&S 45,711 30,632 49.2 %87,90660,24945.9 %
Accident & Health 44,088 37,252 18.4 %84,98973,26516.0 %
Professional Lines 38,106 32,989 15.5 %80,34566,16121.4 %
Surety37,73726,22143.9 %71,57950,92240.6 %
Total gross written premiums(1)
$496,225$422,30417.5%$954,880$782,55922.0%
(1) Excludes exited business
11