Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 20172023

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For transition period from__________ to.__________.

Commission File Number: 333-214081001-38046

ICCHoldings,Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania

(State or other jurisdiction of
incorporation or organization)

81-3359409

(I.R.S. Employer
Identification No.)

225 20th Street, Rock Island, Illinois

(Address of principal executive offices)

61201

(Zip Code)

(309) 793-1700

(Registrant’s telephone number, including area code)

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 per share

ICCH

The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant: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 Registrantregistrant 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 Registrantregistrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ☐

Accelerated filer   ☐

Non-accelerated filer     ☐  (Do not check if a smaller reporting company)☒ 

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 ☒

The number of shares of the registrant’s common stock outstanding as of November 9, 20176, 2023 was 3,165,003.3,139,598.

 

Table of Contents

 

Table of Contents

Page

PART I

Page

PART I

Item 1.1

Financial Statements

3 

Condensed Consolidated Balance Sheets as of September 30, 20172023 (unaudited) and December 31, 20162022

3

Condensed Consolidated Statements of Earnings and Comprehensive Earnings Forfor the Three-MonthThree Month Periods Ended September 30, 20172023 and 20162022 (unaudited)

4

Condensed Consolidated Statements of Earnings and Comprehensive Earnings Forfor the Nine-MonthNine Month Periods Ended September 30, 20172023 and 20162022 (unaudited)

5

Condensed Consolidated Statements of Stockholders Equity for the Three and Nine Month Periods Ended September 30, 2023 and 2022 (unaudited)

6

Condensed Consolidated Statements of Cash Flows Forfor the Nine-MonthNine Month Periods Ended September 30, 20172023 and 20162022 (unaudited)

7

Notes to Unaudited Condensed Consolidated Financial Statements

8

Item 2.2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20 22

Item 3.3

Quantitative and Qualitative Disclosures about Market Risk

37 35

Item 4.4

Controls and Procedures

3836
 

PART II

PART II

Item 1.1

Legal Proceedings

39 37

Item 1A.1A

Risk Factors

39 37

Item 2.2

Unregistered Sales of Equity Securities and Use of Proceeds

39 37

Item 3.3

Default Upon Senior Securities

39 37

Item 4.4

Mine Safety Disclosures

39 37

Item 5.5

Other Information

39 37

Item 6.6

Exhibits

4038
 

Signatures

39

Signatures

41 

~  2  ~


 

- 2 -

 

PART I FINANCIAL INFORMATION

Item1. FinancialFinancial Statements

ICC Holdings, Inc. and Subsidiaries

Condensed Consolidated BalanceBalance Sheets

 

 

 

 

 

 

As of

 

 

 

 

 

 

September 30,

 

December 31,

 

 

As of

 

2023

  

2022

 

 

September 30,

 

December 31,

 

(Unaudited)

   

 

2017

 

2016

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

Assets:

 

Investments and cash:

 

 

 

 

 

Available for sale securities, at fair value

 

 

 

 

Fixed maturity securities (amortized cost - $85,067,335 at

 

$

87,040,384 

 

$

64,134,023 

9/30/2017 and $62,929,091 at 12/31/2016)

 

 

 

 

Common stocks¹ (cost - $10,247,724 at

 

11,264,700 

 

6,982,547 

9/30/2017 and $6,311,708 at 12/31/2016)

 

 

 

 

Preferred stocks (cost - $3,670,999 at

 

3,785,161 

 

2,798,413 

9/30/2017 and $2,925,434 at 12/31/2016)

 

 

 

 

Property held for investment, at cost, net of accumulated depreciation of

 

2,865,376 

 

2,207,424 

$103,080 at 9/30/2017 and $50,948 at 12/31/2016

 

 

 

 

Fixed maturity securities (amortized cost of $112,865,702 at 9/30/2023 and $104,580,681 at 12/31/2022)

 $99,100,422  $93,388,971 

Common stocks at fair value

 20,347,786  20,438,907 

Preferred stocks at fair value

 2,739,493  2,772,605 

Other invested assets

 7,512,170  4,722,137 

Property held for investment, at cost, net of accumulated depreciation of $634,738 at 9/30/2023 and $609,282 at 12/31/2022

 5,462,945  6,002,233 

Cash and cash equivalents

 

 

6,853,760 

 

 

4,376,847   2,665,558   3,139,986 

Total investments and cash

 

 

111,809,381 

 

 

80,499,254   137,828,374   130,464,839 

Accrued investment income

 

 

715,950 

 

 

524,156  912,054  791,812 

Premiums and reinsurance balances receivable, net of allowances for

 

18,219,138 

 

17,479,487 

uncollectible amounts of $50,000 at 9/30/2017 and 12/31/2016

 

 

 

 

Premiums and reinsurance balances receivable, net of allowances for credit losses of $50,000 at 9/30/2023 and $50,000 at 12/31/2022

 35,725,932  31,270,460 

Ceded unearned premiums

 

297,127 

 

270,751  746,714  947,851 

Reinsurance balances recoverable on unpaid losses and settlement expenses,

 

11,640,539 

 

12,114,998 

net of allowances for uncollectible amounts of $0 at 9/30/2017 and 12/31/2016

 

 

 

 

Reinsurance balances recoverable on unpaid losses and settlement expenses, net of allowances for credit losses of $115,000 at 9/30/2023 and $0 at 12/31/2022

 16,350,203  13,610,295 

Federal income taxes

 

1,217,921 

 

1,037,506  4,400,021  3,318,730 

Deferred policy acquisition costs, net

 

4,556,116 

 

4,162,927  8,347,499  7,167,036 

Property and equipment, at cost, net of accumulated depreciation of

 

3,564,286 

 

3,719,535 

$4,747,642 at 9/30/2017 and $4,308,247 at 12/31/2016

 

 

 

 

Other assets

 

 

1,138,907 

 

 

2,351,347 

Property and equipment, at cost, net of accumulated depreciation of $6,917,014 at 9/30/2023 and $6,590,602 at 12/31/2022

 3,348,616  3,313,719 

Other Assets, net of allowances for credit losses of $54,112 at 9/30/2023 and $0 at 12/31/2022

  1,368,836   1,277,469 

Total assets

 

$

153,159,365 

 

$

122,159,961  $209,028,249  $192,162,211 

Liabilities and Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Unpaid losses and settlement expenses

 

$

52,551,866 

 

$

52,817,254  $80,542,478  $67,614,063 

Unearned premiums

 

26,789,274 

 

24,777,712  45,967,059  40,527,182 

Reinsurance balances payable

 

179,000 

 

109,790  1,035,827  1,405,337 

Corporate debt

 

4,454,138 

 

3,786,950  15,000,000  15,000,000 

Accrued expenses

 

4,072,007 

 

4,827,042  6,015,982  6,072,020 

Other liabilities

 

 

1,371,653 

 

 

2,241,003   880,453   1,102,678 

Total liabilities

 

 

89,417,938 

 

 

88,559,751   149,441,799   131,721,280 
 

Equity:

 

 

 

 

 

Common stock2

 

35,000 

 

 —

Common stock1

 35,000  35,000 

Treasury stock, at cost2

 (5,700,588) (5,463,535)

Additional paid-in capital

 

32,296,455 

 

 —

 33,237,320  33,119,125 

Accumulated other comprehensive earnings, net of tax

 

2,048,763 

 

1,154,175 

Accumulated other comprehensive (loss), net of tax

 (11,034,747) (8,841,517)

Retained earnings

 

32,711,173 

 

32,446,035  44,983,544  43,701,233 

Less: Unearned Employee Stock Ownership Plan shares at cost3

 

 

(3,349,964)

 

 

 —

  (1,934,079)  (2,109,375)

Total equity

 

 

63,741,427 

 

 

33,600,210   59,586,450   60,440,931 

Total liabilities and equity

 

$

153,159,365 

 

$

122,159,961  $209,028,249  $192,162,211 

 

1Common stock securities consist of exchange trade funds (ETF) made up primarily of Dividends Select and the S&P 500.

2Par value $0.01; authorized: 20172023 - 10,000,000 shares and 2016 - 02022  10,000,000 shares; issued: 2017 -2023  3,500,000 shares and 2016 - 02022  3,500,000 shares; outstanding: 2017 - 3,165,003 2023 3,139,598and 2016 - 0 shares.2022  3,153,741 shares

32017 –334,9972 2023 – 360,402 shares and 20162022 – 0346,259 shares

3 2023 – 193,408 shares and 2022  210,935shares

 

Seeaccompanying notes to consolidated financial statements

~  3  ~


Table of Contents

ICC Holdings, Inc and Subsidiaries

Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited)



 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three-Months Ended



 

September 30,



 

2017

 

2016

Net premiums earned

 

$

11,191,448 

 

$

10,848,363 

Net investment income

 

 

688,134 

 

 

663,111 

Net realized investment (losses) gains

 

 

(1,833)

 

 

93,561 

Other-than-temporary impairment losses

 

 

 —

 

 

(212,731)

Other income

 

 

48,667 

 

 

28,058 

Consolidated revenues

 

 

11,926,416 

 

 

11,420,362 

Losses and settlement expenses

 

 

8,063,401 

 

 

6,154,162 

Policy acquisition costs and other operating expenses

 

 

4,344,129 

 

 

4,254,640 

Interest expense on debt

 

 

64,810 

 

 

48,563 

General corporate expenses

 

 

183,540 

 

 

137,109 

Total expenses

 

 

12,655,880 

 

 

10,594,474 

(Loss) earnings before income taxes

 

 

(729,464)

 

 

825,888 

Total income tax (benefit) expense

 

 

(380,681)

 

 

130,920 

Net (loss) earnings

 

$

(348,783)

 

$

694,968 



 

 

 

 

 

 

Other comprehensive earnings, net of tax

 

 

297,680 

 

 

93,301 

Comprehensive (loss) earnings

 

$

(51,103)

 

$

788,269 



 

 

 

 

 

 

(Loss) earnings per share1:

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

Basic net (loss) earnings per share

 

 

$           (0.11)

 

 

$            0.22

Diluted:

 

 

 

 

 

 

Diluted net (loss) earnings per share

 

 

$           (0.11)

 

 

$            0.22



 

 

 

 

 

 

Weighted average number of common shares outstanding2:

 

 

 

 

 

 

Basic

 

 

3,160,892 

 

 

3,150,000 

Diluted

 

 

3,160,892 

 

 

3,150,000 

1The unaudited pro forma earnings per share for the three months ended September 30, 2016 is provided as a basis for comparison of current period earnings.

2Weighted average number of common shares outstanding for the three months ended September 30, 2016 is based on the resulting shares from the initial public offering that was completed in March 2017 and are used to calculate the pro forma earnings per share for the three months ended September 30, 2016.

See accompanying notes to consolidated financial statements.statements

~  4  ~


 

- 3 -

 

ICC Holdings, IncInc. and Subsidiaries

Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine-Months Ended

 

For the Three-Months Ended

 

 

September 30,

 

September 30,

 

 

2017

 

2016

 

2023

  

2022

 

Net premiums earned

 

$

32,740,312 

 

$

31,694,591  $19,233,517  $17,724,441 

Net investment income

 

 

1,849,421 

 

1,433,005  1,342,258  1,027,631 

Net realized investment gains

 

 

442,945 

 

231,779  199,928  41,206 

Other-than-temporary impairment losses

 

 

(57,316)

 

(212,731)

Net unrealized losses on equity securities

 (1,062,332) (1,084,289)

Other income

 

 

197,647 

 

 

103,919   51,000   85,402 

Consolidated revenues

 

 

35,173,009 

 

 

33,250,563   19,764,371   17,794,391 

Losses and settlement expenses

 

 

21,527,043 

 

 

18,711,078  13,436,464  10,386,524 

Policy acquisition costs and other operating expenses

 

 

12,799,079 

 

11,797,914  7,029,218  6,360,896 

Interest expense on debt

 

 

174,349 

 

140,185  46,409  46,409 

General corporate expenses

 

 

451,660 

 

 

336,581   220,092   189,708 

Total expenses

 

 

34,952,131 

 

 

30,985,758   20,732,183   16,983,537 

Earnings before income taxes

 

 

220,878 

 

 

2,264,805 

(Loss) earnings before income taxes

  (967,812)  810,854 

Total income tax (benefit) expense

 

 

(44,260)

 

 

679,270   (198,850)  181,114 

Net earnings

 

$

265,138 

 

$

1,585,535 

Net (loss) earnings

 $(768,962) $629,740 

 

 

 

 

 

 

 

Other comprehensive earnings, net of tax

 

 

894,588 

 

 

1,912,733 

Comprehensive earnings

 

$

1,159,726 

 

$

3,498,268 

Other comprehensive loss, net of tax

  (3,025,254)  (3,408,937)

Comprehensive loss

 $(3,794,216) $(2,779,197)

 

 

 

 

 

 

 

Earnings per share1:

 

 

 

 

 

Earnings per share:

 

Basic:

 

 

 

 

 

 

Basic net earnings per share

 

 

$            0.08

 

$            0.50

Basic net (loss) earnings per share

 $(0.26) $0.21 

Diluted:

 

 

 

 

 

 

Diluted net earnings per share

 

 

$            0.08

 

$            0.50

Diluted net (loss) earnings per share

 $(0.26) $0.20 

 

 

 

 

 

 

Weighted average number of common shares outstanding2:

 

 

 

 

 

Weighted average number of common shares outstanding:

 

Basic

 

 

3,154,992 

 

3,150,000  2,945,199  3,060,693 

Diluted

 

 

3,154,992 

 

3,150,000  2,968,808  3,074,236 

 

1The unaudited pro forma earnings per share for the nine months ended September 30, 2016 is provided as a basis for comparison of current period earnings.

2Weighted average number of common shares outstanding for the nine months ended September 30, 2016 is based on the resulting shares from the initial public offering that was completed in March 2017 and are used to calculate the pro forma earnings per share for the nine months ended September 30, 2016.

See accompanying notes to consolidated financial statements.

 

~  5  ~

- 4 -

 

ICC Holdings, IncInc. and Subsidiaries

Condensed Consolidated Statements of Cash FlowsEarnings and Comprehensive Earnings (Unaudited)

  

For the Nine-Months Ended

 
  

September 30,

 
  

2023

  

2022

 

Net premiums earned

 $55,528,867  $50,765,760 

Net investment income

  3,798,432   2,896,901 

Net realized investment gains

  268,375   785,600 

Net unrealized gains (losses) on equity securities

  279,100   (6,181,492)

Other income

  160,714   333,059 

Consolidated revenues

  60,035,488   48,599,828 

Losses and settlement expenses

  36,698,631   34,390,330 

Policy acquisition costs and other operating expenses

  20,823,605   18,136,104 

Interest expense on debt

  137,713   149,661 

General corporate expenses

  616,304   563,626 

Total expenses

  58,276,253   53,239,721 

Earnings (loss) before income taxes

  1,759,235   (4,639,893)

Total income tax expense (benefit)

  363,164   (980,726)

Net earnings (loss)

 $1,396,071  $(3,659,167)
         

Other comprehensive loss, net of tax

  (2,193,230)  (12,370,138)

Comprehensive loss

 $(797,159) $(16,029,305)
         

Earnings per share:

        

Basic:

        

Basic net earnings (loss) per share

 $0.47  $(1.20)

Diluted:

        

Diluted net earnings (loss) per share

 $0.47  $(1.19)
         

Weighted average number of common shares outstanding:

        

Basic

  2,945,686   3,061,961 

Diluted

  2,969,295   3,075,504 

 

 



 

 

 

 

 



 

 

 

 

 



Nine-Month Periods Ended September 30,



2017

 

2016

Cash flows from operating activities:

 

 

 

 

 

Net earnings

$

265,138 

 

$

1,585,535 

Adjustments to reconcile net earnings to net cash provided

 

 

 

 

 

by (used in) operating activities

 

 

 

 

 

Net realized investment gains

 

(442,945)

 

 

(231,779)

Other-than-temporary impairment losses

 

57,316 

 

 

212,731 

Depreciation

 

628,778 

 

 

597,247 

Deferred income tax

 

138,384 

 

 

147,071 

Amortization of bond premium and discount

 

228,760 

 

 

171,148 

Change in:

 

 

 

 

 

Accrued investment income

 

(191,794)

 

 

80,924 

Premiums and reinsurance balances receivable (net)

 

(739,651)

 

 

(1,119,734)

Reinsurance balances payable

 

69,210 

 

 

398,674 

Ceded unearned premiums

 

(26,376)

 

 

(225,864)

Reinsurance balances recoverable

 

474,459 

 

 

3,869,799 

Deferred policy acquisition costs

 

(393,189)

 

 

(296,711)

Accrued expenses

 

(755,035)

 

 

91,450 

Unpaid losses and settlement expenses

 

(265,388)

 

 

(3,881,498)

Unearned premiums

 

2,011,562 

 

 

1,748,012 

Current federal income tax

 

(779,648)

 

 

511,995 

Other

 

343,091 

 

 

505,701 

Net cash provided by operating activities

 

622,672 

 

 

4,164,701 

Cash flows from investing activities:

 

 

 

 

 

Purchases of:

 

 

 

 

 

Fixed maturity securities, available-for-sale

 

(28,002,993)

 

 

(9,803,432)

Common stocks, available-for-sale

 

(5,900,497)

 

 

(388,740)

Preferred stock, available-for-sale

 

(638,922)

 

 

(1,477,320)

Property and equipment

 

(422,364)

 

 

(818,476)

Property held for investment

 

(710,082)

 

 

(1,628,344)

Proceeds from sales, maturities and calls of:

 

 

 

 

 

Fixed maturity securities, available-for-sale

 

5,670,040 

 

 

9,827,239 

Common stocks, available-for-sale

 

2,154,214 

 

 

1,590,088 

Preferred stock, available-for-sale

 

55,199 

 

 

 —

Property and equipment

 

967 

 

 

98,049 

Net cash (used in) investing activities

 

(27,794,438)

 

 

(2,600,936)

Cash flows from financing activities:

 

 

 

 

 

Net proceeds received from issuance of shares of common stock and ESOP expense

 

28,981,491 

 

 

 —

Proceeds from loan

 

3,499,149 

 

 

500,000 

Proceeds from sale leaseback

 

 —

 

 

777,643 

Repayments of borrowed funds

 

(2,831,961)

 

 

(561,926)

Demutualization costs

 

 —

 

 

(829,887)

Net cash provided by (used in) financing activities

 

29,648,679 

 

 

(114,170)

Net increase in cash and cash equivalents

 

2,476,913 

 

 

1,449,595 

Cash and cash equivalents at beginning of year

 

4,376,847 

 

 

2,179,511 

Cash and cash equivalents at end of period

$

6,853,760 

 

$

3,629,106 

Supplemental information:

 

 

 

 

 

Federal income tax paid

$

600,000 

 

$

 —

Interest paid

 

141,098 

 

 

62,980 

See accompanying notes to consolidated financial statements.

~  6  ~


 

- 5 -

ICC Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders Equity (Unaudited)

 

  

Common stock

  

Treasury stock

  

Unearned ESOP

  

Additional paid-in capital

  

Retained earnings

  

Accumulated other comprehensive earnings (loss)

  

Total equity

 

Balance, January 1, 2022

 $35,000  $(3,155,399) $(2,343,745) $32,965,136  $44,282,895  $2,920,027  $74,703,914 

Purchase of treasury stock

     (2,469,237)              (2,469,237)

Net loss

              (3,659,167)     (3,659,167)

Other comprehensive loss, net of tax

                 (12,370,138)  (12,370,138)

Restricted stock unit expense

     201,446

1

     (49,871)        151,575 

ESOP compensation expense

        175,296   116,924         292,220 

Balance, September 30, 2022

 $35,000  $(5,423,190) $(2,168,449) $33,032,189  $40,623,728  $(9,450,111) $56,649,168 

Not

  

Common stock

  

Treasury stock

  

Unearned ESOP

  

Additional paid-in capital

  

Retained earnings

  Accumulated other comprehensive earnings (loss)  

Total equity

 

Balance, January 1, 2023

 $35,000  $(5,463,535) $(2,109,375) $33,119,125  $43,701,233  $(8,841,517) $60,440,931 

Cumulative adjustment for adoption of ASU 2016-13, net of tax

              (113,760)     (113,760)

Purchase of treasury stock

     (395,727)              (395,727)

Net earnings

              1,396,071      1,396,071 

Other comprehensive loss, net of tax

                 (2,193,230)  (2,193,230)

Restricted stock unit expense

     158,674

1

     13,579         172,253 

ESOP compensation expense

        175,296   104,616         279,912 

Balance, September 30, 2023

 $35,000  $(5,700,588) $(1,934,079) $33,237,320  $44,983,544  $(11,034,747) $59,586,450 

1Amount represents restricted stock units that have fully vested in the period.

See accompanying notes to consolidated financial statements.

- 6 -

esICC Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

  

Nine-Month Periods Ended September 30,

 
  

2023

  

2022

 

Cash flows from operating activities:

        

Net earnings (loss)

 $1,396,071  $(3,659,167)

Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities

        

Net realized investment gains

  (268,375)  (785,600)

Net unrealized (gains) losses on equity securities

  (279,100)  6,181,492 

Depreciation

  541,656   555,853 

Deferred income tax

  (144,279)  (1,516,967)

Amortization of bond premium and discount

  57,647   156,310 

Stock-based compensation expense

  452,165   443,795 

Change in:

        

Accrued investment income

  (120,242)  (117,483)

Premiums and reinsurance balances receivable

  (4,455,472)  (3,120,848)

Ceded unearned premiums

  201,137   (10,261)

Reinsurance balances recoverable

  (2,837,908)  (247,018)

Deferred policy acquisition costs

  (1,180,463)  (663,641)

Unpaid losses and settlement expenses

  12,928,415   6,795,641 

Unearned premiums

  5,439,877   3,981,518 

Reinsurance balances payable

  (369,510)  (140,581)

Accrued expenses

  (56,038)  (227,905)

Current federal income tax

  (323,761)  (51,091)

Other

  (359,595)  776,736 

Net cash provided by operating activities

  10,622,225   8,350,783 

Cash flows from investing activities:

        

Purchases of:

        

Fixed maturity securities

  (18,181,637)  (15,502,187)

Common stocks

  (3,158,620)  (2,945,823)

Preferred stocks

  (285,649)  (1,208,744)

Other invested assets

  (3,346,778)  (1,698,503)

Property held for investment

  (1,138,302)  (723,619)

Property and equipment

  (462,729)  (620,441)

Proceeds from sales, maturities and calls of:

        

Fixed maturity securities

  9,785,891   13,800,029 

Common stocks

  3,831,416   3,976,938 

Preferred stocks

  337,440   646,552 

Other invested assets

  354,276   227,482 

Property held for investment

  1,545,977   278,679 

Property and equipment

  17,789   17,064 

Net cash used in investing activities

  (10,700,926)  (3,752,573)

Cash flows from financing activities:

        

Proceeds from loans

     5,000,000 

Repayments of borrowed funds

     (8,455,342)

Purchase of treasury stock

  (395,727)  (2,469,237)

Net cash used in financing activities

  (395,727)  (5,924,580)

Net decrease in cash and cash equivalents

  (474,428)  (1,326,370)

Cash and cash equivalents at beginning of year

  3,139,986   4,606,378 

Cash and cash equivalents at end of period

 $2,665,558  $3,280,008 

Supplemental information:

        

Federal income tax paid

 $180,000  $160,000 

Interest paid

 $132,400  $144,300 

See accompanying notes to consolidated financial statements.

- 7 -

Notes to Unaudited Condensed Consolidated Financial Statements

 

1.

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A.     DESCRIPTION OF BUSINESS

A.

DESCRIPTION OF BUSINESS

 

ICC Holdings, Inc. (the Company) is a Pennsylvania corporation that was organized in 2016. As used in this Form 10-Q,10-Q, references to “the Company,the “Company,” “we,” “us,” and “our” refer to the consolidated group for the period after the completion of the stock conversion and refer to ICC and its subsidiaries for the period prior to the stock conversion.group. On a stand-alone basis ICC Holdings, IncInc. is referred to as the “Parent Company.” The consolidated group consists of the holding company, ICC Holdings, Inc., an operating insurance company, Illinois Casualty Company (ICC), and ICC’s three wholly-owned subsidiaries, Beverage Insurance Agency, Inc., an inactive insurance agency, Estrella Innovative Solutions, Inc., an outsourcing company, and; ICC Realty, LLC, a real estate services and holding company; Beverage Insurance Agency, Inc., a non-insurance subsidiary; Estrella Innovative Solutions, Inc., an outsourcing company; Southern Hospitality Education, LLC, dba Katkin, a full-service food safety and education company; and Illinois Casualty Company (ICC), an operating insurance company and parent company of ICC Properties, LLC, a real estate series limited liability company. Both ICC is anand ICC Properties, LLC are Illinois domiciled company.

ICC Holdings, Inc. was formed so that it could acquire all of the capital stock of ICC in a mutual-to-stock conversion. The plan of conversion was approved by ICC policyholders at a special meeting on March 17, 2017. Simultaneously, surplus notes totaling $1.65 million were converted into 165,000 shares of the Company’s common stock. The Company’s offering closed on March 24, 2017, and our Employee Stock Ownership Plan (ESOP) purchased 350,000 of the shares in the offering. In order to complete the purchase of common shares, the ESOP borrowed money from ICC. ICC Holdings, Inc. secured a loan with American Bank & Trust in March 2017 and used the proceeds to repay ICC for the money borrowed by the ESOP. On March 28, 2017, the Company’s stock began trading on the NASDAQ Capital Market under the “ICCH” ticker. The Company paid $1.0 million of underwriting fees to Griffin Financial Group, LLC. Proceeds received from the offering net of offering costs and underwriting fees was $28.7 million.

Prior to the conversion on March 24, 2017, ICC Holdings, Inc did not engage in any operations. After the conversion, ICC Holdings, Inc’s primary assets are the outstanding capital stock of ICC and a portion of the net proceeds from the stock offering completed in connection with the mutual-to-stock conversion. On the effective date of the conversion, ICC became a wholly owned subsidiary of ICC Holdings, Inc. The mutual to stock conversion was accounted for as a change in corporate form with the historic basis of ICC’s assets, liabilities, and equity unchanged as a result. The condensed consolidated financial statements as of and for the three and nine months ended September 30, 2017, include ICC Holdings and subsidiaries. The financial statements as of December 31, 2016, as of September 30, 2016, and for the three and nine months ended September 30, 2016, represent the financial position and results of operations of ICC and its subsidiaries only, as the conversion to stock form was completed on March 24, 2017.entities.

 

We are a specialty insurance carrier primarily underwriting commercial multi-peril, liquor liability, workers’ compensation, and umbrella liability coverages for the food and beverage industry through our subsidiary insurance company, ICC. ICC writes business in Arizona, Colorado, Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Ohio, Pennsylvania, Utah, and Wisconsin and markets through independent agents. Approximately 31.3%23.1% and 33.3%20.3% of the premium is written in Illinois for the three months ended September 30, 20172023 and 2016,2022, respectively. For the nine months ended September 30, 20172023 and 2016,2022, approximately 23.5% and 22.2%, respectively, approximately 34.5% and 37.2% of the premium is written in Illinois. ICC has three wholly owned subsidiaries, Beverage Insurance Agency, Estrella Innovative Solutions, Inc., and ICC Realty, LLC.; however theThe Company operates as a singleone segment.

 

B.     PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

B.

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

 

The unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting and with the instructions to Form 10-Q.10-Q. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. As such, these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s December 31, 2016 Annual Report on Form 10-K. The condensed consolidated balance sheet at 10-K, for the year ended December 31, 2016, was derived from the audited consolidated balance sheet of ICC as of that date.2022 (the “202210-K”). Management believes that the disclosures are adequate to make the information presented not misleading, and all normal and recurring adjustments necessary to present fairly the financial position at September 30, 2017, and2023 the results of operations of the Company and its subsidiaries for all periods presented have been made. The results of operations for any interim period are not necessarily indicative of the operating results for a full year.

 

The preparation of the unaudited condensed consolidated interim financial statements requires management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated interim financial statements, and the reported amounts of revenue and expenses during the period. These amounts are inherently subject to change and actual results could differ significantly from these estimates.

 

C.

SIGNIFICANT ACCOUNTING POLICIES

On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 was issued to improve the recognition and measurement of credit losses and to provide more decision-useful information about those losses. This new impairment model is based on expected losses rather than incurred losses. ASU 2016-13 requires that a financial asset measured at amortized cost be presented at the net amount expected to be collected by means of an allowance for credit losses that is included in net earnings. Credit losses relating to available-for-sale debt securities are also required to be recorded through a reversible allowance for credit losses but is limited to the amount by which fair value is less than amortized cost. The Company applied this standard to fixed maturity securities, premiums and reinsurance balances receivable, reinsurance balances recoverable on unpaid losses and settlement expenses, and other assets using the loss-rate method. In total, the cumulative-effect adjustment made to the financials as of the beginning of the year resulted in a $113,760 decrease in retained earnings

~  7  ~


D.

PROSPECTIVE ACCOUNTING STANDARDS

There are no prospective accounting standards that would have a material impact on our financial statements as of September 30, 2023.

 

- 8 -


C.     SIGNIFICANT ACCOUNTING POLICIES

The Company reported significant accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2016. The following are new or revised disclosures.

EMPLOYEE STOCK OWNERSHIP PLAN

The Company recognizes compensation expense related to its employee stock ownership plan (ESOP) ratably during each year for the shares committed to be allocated to participants that year, determined with reference to the fair market value of our stock at the time the commitment to allocate the shares is accrued and recognized. For purposes of calculating earnings per share, the Company includes the weighted average ESOP shares committed to be released for the period. The ESOP covers all employees who have worked a minimum of 1,000 hours in the plan year.

EARNINGS PER SHARE

Basic and diluted earnings per share (EPS) are calculated by dividing earnings available to common shareholders by the weighted average number of common shares outstanding during the period. The denominator for basic and diluted EPS includes ESOP shares committed to be released. The unaudited pro forma earnings per share for the three and nine months ended September 30, 2016 are provided to be used as a basis for comparison of current period earnings. The weighted average number of common shares outstanding are computed as if the resulting shares from the initial public offering, which was completed in March 2017, were outstanding for the three and nine month periods ended September 30, 2016.

D.     PROSPECTIVE ACCOUNTING STANDARDS

For information regarding accounting standards that the Company has not yet adopted, see the “Prospective Accounting Standards” in Note 1 – Summary of Significant Accounting Policies in the Company’s 2016 Form 10-K. The Company maintains its status as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We have taken advantage of the extended transition period provided by Section 107 of the JOBS Act. We decided to comply with the effective dates for financial accounting standards applicable to emerging growth companies at a later date in compliance with the requirements in Sections 107(b)(2) and (3) of the JOBS Act. Such decision is irrevocable. 

E.     PROPERTY AND EQUIPMENT

E.

PROPERTY AND EQUIPMENT

 

Annually, the Company reviews the major asset classes of property and equipment held for impairment. For the periods ended September 30, 20172023 and 2016,December 31, 2022, the Company recognized no impairments. Property and equipment are summarized as follows:

 

  

As of

 
  

September 30,

  

December 31,

 
  

2023

  

2022

 

Automobiles

 $662,487  $637,306 

Furniture and fixtures

  516,294   520,835 

Computer equipment and software

  4,991,669   4,720,932 

Home office

  4,095,180   4,025,248 

Total cost

  10,265,630   9,904,321 

Accumulated depreciation

  (6,917,014)  (6,590,602)

Net property and equipment

 $3,348,616  $3,313,719 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



 

As of



 

September 30,

 

December 31,



 

2017

 

2016

Automobiles

 

$

766,552 

 

$

668,794 

Furniture and fixtures

 

 

415,610 

 

 

516,318 

Computer equipment and software

 

 

3,373,225 

 

 

3,151,676 

Home office

 

 

3,756,541 

 

 

3,690,994 

Total cost

 

 

8,311,928 

 

 

8,027,782 

Accumulated depreciation

 

 

(4,747,642)

 

 

(4,308,247)

Net property and equipment

 

$

3,564,286 

 

$

3,719,535 

F.

COMPREHENSIVE EARNINGS

 

F.     COMPREHENSIVE EARNINGS

Comprehensive (loss) earnings include net earnings (loss) plus unrealized gains and losses(losses) on available-for-sale investment securities, net of tax. In reporting the components of comprehensive earnings on a net basis in the statement of earnings and comprehensive earnings, the Company used a 34%21% tax rate.

 

The following table presents changes in accumulated other comprehensive (loss) earnings for unrealized gains and losses on available-for-sale securities:

~  8  ~


         
  

Nine-Months Ended September 30,

 
  

2023

  

2022

 

Beginning balance

 $(8,841,517) $2,920,027 
         

Other comprehensive loss before reclassification

  (2,239,651)  (12,370,634)

Amount reclassified from accumulated other comprehensive loss

  46,421   496 

Net current period other comprehensive loss

  (2,193,230)  (12,370,138)

Ending balance

 $(11,034,747) $(9,450,111)

 

- 9 -


The following table illustrates the components of other comprehensive earnings (loss) for each period presented in the condensed consolidated interim financial statements.

 

  

Three-Month Periods Ended September 30,

 
  

2023

  

2022

 
  

Pre-tax

  Tax  

After-tax

  

Pre-tax

  

Tax

  

After-tax

 

Other comprehensive loss, net of tax

                        

Unrealized gains and losses on AFS investments:

                        

Unrealized holding losses arising during the period

 $(3,836,298) $805,622  $(3,030,676) $(4,315,110) $906,173  $(3,408,937)

Reclassification adjustment for losses included in net earnings

  6,863   (1,441)  5,422          

Total other comprehensive loss

 $(3,829,435) $804,181  $(3,025,254) $(4,315,110) $906,173  $(3,408,937)

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three-Month Periods Ended September 30,



 

2017

 

2016



 

Pre-tax

 

Tax

 

After-tax

 

Pre-tax

 

Tax

 

After-tax

Other comprehensive earnings (loss),
  net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains and losses on investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding (losses) gains
  arising during the period

 

$

449,199 

 

$

(152,728)

 

$

296,471 

 

$

22,196 

 

$

(7,547)

 

$

14,649 

Reclassification adjustment for

  (gains) losses included in net earnings

 

 

1,833 

 

 

(624)

 

 

1,209 

 

 

119,170 

 

 

(40,518)

 

 

78,652 

Total other comprehensive (loss)

  earnings

 

$

451,032 

 

$

(153,352)

 

$

297,680 

 

$

141,366 

 

$

(48,065)

 

$

93,301 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Nine-Month Periods Ended September 30,



 

2017

 

2016



 

Pre-tax

 

Tax

 

After-tax

 

Pre-tax

 

Tax

 

After-tax

Other comprehensive earnings (loss),
  net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains and losses on investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses)
  arising during the period

 

$

1,741,067 

 

$

(591,963)

 

$

1,149,104 

 

$

2,917,129 

 

$

(991,824)

 

$

1,925,305 

Reclassification adjustment for
  (gains) losses included in net earnings

 

 

(385,629)

 

 

131,113 

 

 

(254,516)

 

 

(19,048)

 

 

6,476 

 

 

(12,572)

Total other comprehensive earnings (loss)

 

$

1,355,438 

 

$

(460,850)

 

$

894,588 

 

$

2,898,081 

 

$

(985,348)

 

$

1,912,733 
  

Nine-Month Periods Ended September 30,

 
  

2023

  

2022

 
  

Pre-tax

  

Tax

  

After-tax

  

Pre-tax

  

Tax

  

After-tax

 

Other comprehensive (loss) earnings, net of tax

                        

Unrealized gains and losses on AFS investments:

                        

Unrealized holding losses arising during the period

 $(2,835,001) $595,350  $(2,239,651) $(15,659,030) $3,288,396  $(12,370,634)

Reclassification adjustment for losses included in net earnings

  58,761   (12,340)  46,421   628   (132)  496 

Total other comprehensive loss

 $(2,776,240) $583,010  $(2,193,230) $(15,658,402) $3,288,264  $(12,370,138)

 

The following table provides the reclassifications out offrom accumulated other comprehensive earnings for the periods presented:

 

Amounts Reclassified from

Accumulated Other Comprehensive (Earnings) Loss

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

  

Details about Accumulated Other

September 30,

 

September 30,

 

Affected Line Item in the Statement

Comprehensive (Earnings) Loss Component

2023

 

2022

 

2023

 

2022

 

where Net Earnings is Presented

Unrealized losses on AFS investments:

             
 $6,863 $ $58,761 $628 

Net realized investment losses (gains)

 

  (1,441)   (12,340) (132)

Income tax expense (benefit)

Total reclassification adjustment, net of tax

$5,422 $ $46,421 $496  

G.

RISKS AND UNCERTAINTIES

Certain risks and uncertainties are inherent to our day-to-day operations. Adverse changes in the economy could lower demand for our insurance products or negatively impact our investment results, both of which could have an adverse effect on the revenue and profitability of our operations. War, terrorism, supply chain disruptions, labor shortages and tightening, inflation and related monetary policy responses, and recession fears are also causing volatility and disruptions in credit and capital markets, adverse developments or general investor sentiment regarding the value of our investment securities as a result of rising interest rates or otherwise, and the business prospects of the industry we serve. The cumulative effects of these events on the Company cannot be predicted, but could reduce demand for our insurance policies, result an in increased level of losses, settlement expenses or other operating costs, or reduce the market value of invested assets held by the Company.

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts Reclassified from

Accumulated Other Comprehensive Earnings

Details about Accumulated Other

 

Three-Months Ended September 30,

 

Nine-Month Periods Ended September 30,

 

Affected Line Item in the Statement

Comprehensive Earnings Component

 

2017

 

2016

 

2017

 

2016

 

where Net Earnings is Presented

Unrealized gains (losses) on AFS investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

$

1,833 

 

$

(93,561)

 

$

(442,945)

 

$

(231,779)

 

Net realized investment gains



 

 

 —

 

 

212,731 

 

 

57,316 

 

 

212,731 

 

Other-than-temporary impairment losses



 

 

(624)

 

 

(40,518)

 

 

131,113 

 

 

6,476 

 

Income tax expense

Total reclassification adjustment, net of tax

 

$

1,209 

 

$

78,652 

 

$

(254,516)

 

$

(12,572)

 

 

- 10 -

2.

INVESTMENTS

 

2.     INVESTMENTS

The Company’s investments includeare primarily composed of fixed income debt securities and common and preferred stock equity securities. All of the Company’s investments are presentedWe carry our equity securities at fair value and categorize all our fixed maturity debt securities as available-for-sale (AFS), which are carried at fair value. When available, quoted market prices are obtained to determine fair value for the Company’s investments. If a quoted market price is not available, fair value is estimated using a secondary pricing source or using quoted market prices of similar securities. The Company has no investment securities for which fair value is determined using Level 3 inputs as defined in Note 3 Fair Value Disclosures. Realized gains and losses on disposition of investments are based on specific identification of the investments sold on the settlement date, which does not differ significantly from trade date accounting.

 

~  9  ~


Table of ContentsAvailable-for-Sale Fixed Maturity and Equity Securities

 

The following istables are a summary of the proceeds from sales, maturities, and calls of available-for-saleAFS fixed maturity and equity securities and the related gross realized gains and losses for the nine-months ended September 30, 2017 and 2016.losses.

 

  

For the Three-Months Ended September 30,

 
              

Net Realized

 
  

Proceeds

  

Gains

  

Losses

  

Gains (Losses)

 

2023

                

Fixed maturity securities

 $1,443,108  $  $(6,863) $(6,863)

Common stocks

  1,807,080   395,780   (188,989)  206,791 

Preferred stocks

            

2022

                

Fixed maturity securities

 $1,185,955  $  $  $ 

Common stocks

  600,120   112,306   (59,628)  52,678 

Preferred stocks

  242,844   1,004   (12,476)  (11,472)

 



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

For the Nine-Months Ended Ended September 30,



 

 

 

 

 

 

 

 

 

 

Net realized



 

Proceeds

 

Gains

 

Losses

 

gain

2017

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities

 

$

5,670,040 

 

$

29,328 

 

$

(21)

 

$

29,307 

Common stocks

 

 

2,154,214 

 

 

415,471 

 

 

(2,752)

 

 

412,719 

Preferred stocks

 

 

55,199 

 

 

919 

 

 

 —

 

 

919 

2016

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities

 

$

9,827,239 

 

$

155,428 

 

$

(3,732)

 

$

151,696 

Equity securities

 

$

1,590,088 

 

$

80,083 

 

$

 —

 

$

80,083 

  

For the Nine-Months Ended September 30,

 
              

Net Realized

 
  

Proceeds

  

Gains

  

Losses

  

Gains (Losses)

 

2023

                

Fixed maturity securities

 $9,785,891  $  $(58,761) $(58,761)

Common stocks

  3,831,416   800,571   (496,207)  304,364 

Preferred stocks

  337,440   29,371   (6,599)  22,772 

2022

                

Fixed maturity securities

 $13,800,029  $105,918  $(106,546) $(628)

Common stocks

  3,976,938   1,052,648   (254,260)  798,388 

Preferred stocks

  646,552   8,749   (20,909)  (12,160)

 

The amortized cost and estimated fair value of fixed income securities at September 30, 2017,2023, by contractual maturity, are shown as follows:

 

 

 

 

 

 

 

 

 

 

Amortized Cost

 

Fair Value

 

Amortized Cost

  

Fair Value

 

Due in one year or less

 

$

2,001,464 

 

$

2,004,240  $3,497,651  $3,445,857 

Due after one year through five years

 

 

19,220,500 

 

19,783,690  14,248,234  13,369,458 

Due after five years through 10 years

 

 

14,618,497 

 

15,344,456  24,218,640  21,394,002 

Due after 10 years

 

 

19,339,597 

 

19,990,535  24,913,629  19,062,474 

Asset and mortgage backed securities without a specific due date

 

 

29,887,277 

 

 

29,917,463 

Asset and mortgage-backed securities without a specific due date

 45,801,155  41,653,431 

Redeemable preferred stocks

  186,393   175,200 

Total fixed maturity securities

 

$

85,067,335 

 

$

87,040,384  $112,865,702  $99,100,422 

 

Expected maturities may differ from contractual maturities due to call provisions on some existing securities.

~  10  ~

- 11 -

The following table is a schedule of cost or amortized cost and estimated fair values of investments in fixed incomesecurities classified as available for sale at September 30, 2023 and equity securities as of Septembeeer 30, 2017 and December 31, 2016:2022:

 

          

Gross Unrealized

 
  

Amortized Cost

  

Fair Value

  

Gains

  

Losses

 

2023

                

Fixed maturity securities:

                

U.S. Treasury

 $1,352,015  $1,265,703  $  $(86,312)

MBS/ABS/CMBS

  45,801,155   41,653,431   56,434   (4,204,158)

Corporate

  44,540,438   39,523,491   2,882   (5,019,829)

Municipal

  20,985,701   16,482,597   15,585   (4,518,689)

Redeemable preferred stock

  186,393   175,200      (11,193)

Total fixed maturity securities

 $112,865,702  $99,100,422  $74,901  $(13,840,181)

          

Gross Unrealized

 
  

Amortized Cost

  

Fair Value

  

Gains

  

Losses

 

2022

                

Fixed maturity securities:

                

U.S. Treasury

 $1,352,752  $1,252,960  $  $(99,792)

MBS/ABS/CMBS

  41,858,596   38,803,341   51,477   (3,106,732)

Corporate

  39,716,139   35,602,055   38,867   (4,152,951)

Municipal

  21,437,389   17,541,694   78,117   (3,973,812)

Redeemable preferred stock

  215,805   188,921      (26,884)

Total fixed maturity securities

 $104,580,681  $93,388,971  $168,461  $(11,360,171)

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Cost or

 

 

 

 

Gross Unrealized



 

Amortized Cost

 

Fair Value

 

Gains

 

Losses

2017

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury

 

$

1,346,253 

 

$

1,343,760 

 

$

1,912 

 

$

(4,405)

MBS/ABS/CMBS

 

 

29,887,277 

 

 

29,917,463 

 

 

216,031 

 

 

(185,845)

Corporate

 

 

30,546,761 

 

 

31,657,013 

 

 

1,128,163 

 

 

(17,911)

Municipal

 

 

23,287,044 

 

 

24,122,148 

 

 

870,229 

 

 

(35,125)

Total fixed maturity securities

 

 

85,067,335 

 

 

87,040,384 

 

 

2,216,335 

 

 

(243,286)

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

 

10,247,724 

 

 

11,264,700 

 

 

1,024,776 

 

 

(7,800)

Preferred stocks

 

 

3,670,999 

 

 

3,785,161 

 

 

142,736 

 

 

(28,574)

Total equity securities

 

 

13,918,723 

 

 

15,049,861 

 

 

1,167,512 

 

 

(36,374)

Total AFS securities

 

$

98,986,058 

 

$

102,090,245 

 

$

3,383,847 

 

$

(279,660)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Cost or

 

 

 

 

Gross Unrealized



 

Amortized Cost

 

Fair Value

 

Gains

 

Losses

2016

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury

 

$

1,244,542 

 

$

1,241,125 

 

$

2,527 

 

$

(5,944)

MBS/ABS/CMBS

 

 

19,751,138 

 

 

19,677,200 

 

 

183,175 

 

 

(257,113)

Corporate

 

 

27,593,568 

 

 

28,344,907 

 

 

842,782 

 

 

(91,443)

Municipal

 

 

14,339,843 

 

 

14,870,791 

 

 

665,790 

 

 

(134,842)

Total fixed maturity securities

 

 

62,929,091 

 

 

64,134,023 

 

 

1,694,274 

 

 

(489,342)

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

 

6,311,708 

 

 

6,982,547 

 

 

704,768 

 

 

(33,929)

Preferred stocks

 

 

2,925,434 

 

 

2,798,413 

 

 

5,425 

 

 

(132,446)

Total equity securities

 

 

9,237,142 

 

 

9,780,960 

 

 

710,193 

 

 

(166,375)

Total AFS securities

 

$

72,166,233 

 

$

73,914,983 

 

$

2,404,467 

 

$

(655,717)

All the Company’s collateralized securities carry an average credit rating of AA by one or more major rating agencies and continue to pay according to contractual terms. Included within MBS/ABS/CMBS, as defined in Note 3 Fair Value Disclosures, are residential mortgageasset backed securities with fair values of $14,092,583$7,261,802 and $10,288,405$10,567,904, residential mortgage-backed securities of $28,268,594 and $19,288,540, and commercial mortgage backedmortgage-backed securities of $7,529,511$6,123,034 and $7,600,109$8,946,897 at September 30, 20172023 and December 31, 2016,2022, respectively. The Company has recorded no CECL allowances related to available for sale investments at September 30, 2023 and December 31, 2022, respectively.

~  11  ~


 

- 12 -


ANALYSIS

 

The following table is also used as part of the impairment analysis and displaystables display the total value of securities that were in an unrealized loss position as of September 30, 2017,2023 and December 31, 2016.2022. The table segregatestables segregate the securities based on type, noting the fair value, cost (or amortized cost),cost, and unrealized loss on each category of investment as well as in total. The table further classifies the securities based on the length of time they have been in an unrealized loss position.

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

September 30, 2017

 

December 31, 2016



 

 

 

 

12 Mos

 

 

 

 

 

 

 

12 Mos

 

 

 



 

< 12 Mos.

 

& Greater

 

Total

 

< 12 Mos.

 

& Greater

 

Total

U.S. Treasury

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

$

995,313 

 

$

 —

 

$

995,313 

 

$

993,576 

 

$

 —

 

$

993,576 

Cost or Amortized cost

 

 

999,718 

 

 

 —

 

 

999,718 

 

 

999,520 

 

 

 —

 

 

999,520 

Unrealized Loss

 

 

(4,405)

 

 

 —

 

 

(4,405)

 

 

(5,944)

 

 

 —

 

 

(5,944)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MBS/ABS/CMBS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

9,212,756 

 

 

2,075,299 

 

 

11,288,055 

 

 

10,712,987 

 

 

322,641 

 

 

11,035,628 

Cost or Amortized cost

 

 

9,316,739 

 

 

2,157,161 

 

 

11,473,900 

 

 

10,968,840 

 

 

323,901 

 

 

11,292,741 

Unrealized Loss

 

 

(103,983)

 

 

(81,862)

 

 

(185,845)

 

 

(255,853)

 

 

(1,260)

 

 

(257,113)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

1,571,361 

 

 

1,983,352 

 

 

3,554,713 

 

 

5,476,442 

 

 

984,115 

 

 

6,460,557 

Cost or Amortized cost

 

 

1,574,106 

 

 

1,998,518 

 

 

3,572,624 

 

 

5,552,624 

 

 

999,376 

 

 

6,552,000 

Unrealized Loss

 

 

(2,745)

 

 

(15,166)

 

 

(17,911)

 

 

(76,182)

 

 

(15,261)

 

 

(91,443)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Municipal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

1,396,750 

 

 

858,505 

 

 

2,255,255 

 

 

2,995,362 

 

 

 —

 

 

2,995,362 

Cost or Amortized cost

 

 

1,406,640 

 

 

883,740 

 

 

2,290,380 

 

 

3,130,204 

 

 

 —

 

 

3,130,204 

Unrealized Loss

 

 

(9,890)

 

 

(25,235)

 

 

(35,125)

 

 

(134,842)

 

 

 —

 

 

(134,842)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal, fixed income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

13,176,180 

 

 

4,917,156 

 

 

18,093,336 

 

 

20,178,367 

 

 

1,306,756 

 

 

21,485,123 

Cost or Amortized cost

 

 

13,297,203 

 

 

5,039,419 

 

 

18,336,622 

 

 

20,651,188 

 

 

1,323,277 

 

 

21,974,465 

Unrealized Loss

 

 

(121,023)

 

 

(122,263)

 

 

(243,286)

 

 

(472,821)

 

 

(16,521)

 

 

(489,342)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

647,000 

 

 

 —

 

 

647,000 

 

 

 —

 

 

445,872 

 

 

445,872 

Cost or Amortized cost

 

 

654,800 

 

 

 —

 

 

654,800 

 

 

 —

 

 

479,801 

 

 

479,801 

Unrealized Loss

 

 

(7,800)

 

 

 —

 

 

(7,800)

 

 

 —

 

 

(33,929)

 

 

(33,929)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

643,660 

 

 

425,875 

 

 

1,069,535 

 

 

2,328,345 

 

 

 —

 

 

2,328,345 

Cost or Amortized cost

 

 

662,025 

 

 

436,084 

 

 

1,098,109 

 

 

2,460,791 

 

 

 —

 

 

2,460,791 

Unrealized Loss

 

 

(18,365)

 

 

(10,209)

 

 

(28,574)

 

 

(132,446)

 

 

 —

 

 

(132,446)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

14,466,840 

 

 

5,343,031 

 

 

19,809,871 

 

 

22,506,712 

 

 

1,752,628 

 

 

24,259,340 

Cost or amortized cost

 

 

14,614,028 

 

 

5,475,503 

 

 

20,089,531 

 

 

23,111,979 

 

 

1,803,078 

 

 

24,915,057 

Unrealized Loss

 

$

(147,188)

 

$

(132,472)

 

$

(279,660)

 

$

(605,267)

 

$

(50,450)

 

$

(655,717)
  

September 30, 2023

  

December 31, 2022

 
      

12 Months

          

12 Months

     
  

< 12 Months

  

& Greater

  

Total

  

< 12 Months

  

& Greater

  

Total

 

Fixed Maturity Securities:

                        

U.S. Treasury

                        

Fair value

 $  $1,265,703  $1,265,703  $615,367  $637,594  $1,252,961 

Amortized cost

     1,352,015   1,352,015   652,424   700,329   1,352,753 

Unrealized loss

     (86,312)  (86,312)  (37,057)  (62,735)  (99,792)

MBS/ABS/CMBS

                        

Fair value

  14,212,477   24,654,698   38,867,175   21,199,819   12,833,310   34,033,129 

Amortized cost

  14,905,279   28,166,054   43,071,333   22,564,779   14,575,082   37,139,861 

Unrealized loss

  (692,802)  (3,511,356)  (4,204,158)  (1,364,960)  (1,741,772)  (3,106,732)

Corporate

                        

Fair value

  7,432,556   31,742,390   39,174,946   27,688,403   5,829,396   33,517,799 

Amortized cost

  7,772,987   36,421,788   44,194,775   30,584,890   7,085,860   37,670,750 

Unrealized loss

  (340,431)  (4,679,398)  (5,019,829)  (2,896,487)  (1,256,464)  (4,152,951)

Municipal

                        

Fair value

  5,123,048   11,123,964   16,247,012   11,502,050   2,079,831   13,581,881 

Amortized cost

  5,314,363   15,451,338   20,765,701   14,590,996   2,964,697   17,555,693 

Unrealized loss

  (191,315)  (4,327,374)  (4,518,689)  (3,088,946)  (884,866)  (3,973,812)

Redeemable preferred stock

                        

Fair value

  153,300   21,900   175,200   188,921      188,921 

Amortized cost

  161,549   24,844   186,393   215,805      215,805 

Unrealized loss

  (8,249)  (2,944)  (11,193)  (26,884)     (26,884)

Total

                        

Fair value

  26,921,381   68,808,655   95,730,036   61,194,560   21,380,131   82,574,691 

Amortized cost

  28,154,178   81,416,039   109,570,217   68,608,894   25,325,968   93,934,862 

Unrealized loss

 $(1,232,797) $(12,607,384) $(13,840,181) $(7,414,334) $(3,945,837) $(11,360,171)

 

As of September 30, 2017, the Company held 9 common stock and preferred stockThe fixed income portfolio contained 260 securities in an unrealized loss position.position as of September 30, 2023. Of these 9260 securities, three204 have been in an unrealized loss position for 12 consecutive months or longer and represent $10,209 in unrealized losses. As of December 31, 2016, the Company held 21 equity securities that were in unrealized loss positions. Of these 21 securities, two were in an unrealized loss position for 12 consecutive months or longer and represented $33,929 in unrealized losses.

The fixed income portfolio contained 45 securities in an unrealized loss position as of September 30, 2017. Of these 45 securities, 11 have been in an unrealized loss position for 12 consecutive months or longer and represent $122,263$12,607,384 in unrealized losses. All fixed income securities in the investment portfolio continue to pay the expected coupon payments under the contractual terms of the securities. Credit-related impairments on fixed income securities that we do not plan to sell, and for which we are not more likely than not to be required to sell, are recognized in net earnings. Any non-credit related impairment is recognized in comprehensive earnings. Current unrealized losses are the result of rising interest rates. Based on management’s analysis, the fixed income portfolio is of a high credit

~  12  ~


Table of Contents

quality, and it is believed it will recover the amortized cost basis of the fixed income securities. Management monitors the credit quality of the fixed income investments to assess if it is probable that the Company will receive its contractual or estimated cash flows in the form of principal and interest.

 

For the nine months ended September 30, 2017, the CompanyThere were no CECL allowances recognized in net earnings $57,316 of other-than-temporary impairment (OTTI) losses on an ETF included in common stock that was impaired during the second quarter of 2017 and subsequently sold in the third quarter of 2017. During the first nine months of 2016, the Company recognized  $205,834 of OTTI on one common stock security and $6,897 of OTTI on one fixed income security. For all fixed income securities at a  loss at ended September 30, 2017, management believes it is probable the Company will receive all contractual payments in the form2023 and no other-than-temporary impairments losses as of principal and interest.September 30, 2022. In addition, the Company is not required to, nor does it intend to sell these investments prior to recovering the entire amortized cost basis offor each security, which may be maturity. Management does not consider these investments to be other-than-temporarily impaired at September 30, 2017. Based on managent’s analysis, it was concluded that the fixed maturity securities in an unrealized loss position were not other-than-temporarily impared at September 30, 2017 and December 31, 2016.maturity.

- 13 -

UNREALIZED GAINS AND LOSSES ON EQUITY SECURITIES

 

3.     Net unrealized losses and gains recognized during the three and nine months ended September 30, 2023 on equity securities held as of September 30, 2023 were unrealized losses of $1,062,332 and unrealized gains of $279,100. Net unrealized losses recognized during the three and nine months ended September 30, 2022 on equity securities held as of September 30, 2022 were $1,084,289 and $6,181,492.

Other Invested Assets

Other invested assets as of September 30, 2023 and December 31, 2022 were $7,512,170 and $4,722,137, respectively. Other invested assets as of September 30, 2023 include privately held investments of $1,572,162, notes receivable of $5,515,009, and a $425,000 membership in the Federal Home Loan Bank of Chicago (FHLBC). As of December 31, 2022, privately held investments were $214,630, notes receivable were $4,082,507, and the membership in FHLBC was $425,000.

As of September 30, 2023, privately held investments are comprised of a $1,107,132 limited partnership carried at fair value, a $250,000 SAFE investment carried at cost, and $215,030 in stock carried at fair value. In November 2021, we agreed to commit up to $10.0 million to a private investment fund, subject to regulatory approval, which may be callable from time to time by such fund. On May 31, 2023, we received a call for $1.3 million for a limited partnership from the private investment fund. Our balance available for future endeavors with the private investment fund is $8.7 million as of September 30, 2023. As of December 31, 2022no calls were received. As of December 31, 2022, the privately held investments were entirely stock carried at fair value.

Notes receivable are carried at outstanding value plus accrued interest. As of September 30, 2023, most of the notes receivable bear interest between 3.9% and 8.25%. One note has interest at prime minus 25 basis points with a floor of 4.0%. For the nine months ended September 30, 2023, $33,608 in note payments were received and $8,025 in accrued principal and interest receivable was recorded. Comparatively, as of December 31, 2022, $244,046 in note payments were received and $10,496 in accrued principal and interest receivable was recorded. The Company had $39,000 in CECL allowances recorded related to uncollectible note receivables at September 30, 2023 and no CECL allowance at December 31, 2022.

The membership in the FHLBC is carried at cost.

3.

FAIR VALUE DISCLOSURES

 

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. The fair value of certain financial instruments is determined based on their underlying characteristics and relevant transactions in the marketplace. GAAP guidance requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance also describes three levels of inputs that may be used to measure fair value.

 

The following are the levels of the fair value hierarchy and a brief description of the type of valuation inputs that are used to establish each level:

 

·Level 1 is applied to valuations based on readily available, unadjusted quoted prices in active markets for identical assets.

 

·Level 2 is applied to valuations based upon quoted prices for similar assets in active markets, quoted prices for identical or similar assets in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severities) or can be corroborated by observable market data.

 

·Level 3is applied to valuations that are derived from techniques in which one or more of the significant inputs are unobservable. Financial assets are classified based upon the lowest level of significant input that is used to determine fair value.

 

As a part of the process to determine fair value, management utilizes widely recognized, third-partythird-party pricing sources to determine fair values. Management has obtained an understanding of the third-partythird-party pricing sources’ valuation methodologies and inputs. The following is a description of the valuation techniques used for financial assets that are measured at fair value, including the general classification of such assets pursuant to the fair value hierarchy.

 

Corporate, Agencies, and Municipal Bonds—BondsThe pricing vendor employs a multi-dimensional model which uses standard inputs including (listed in order of priority for use) benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sidedtwo-sided markets, benchmark securities, market bids/offers and other reference data. The pricing vendor also monitors market indicators, as well as industry and economic events. All bonds valued using these techniques are classified as Level 2. All Corporate, Agencies, and Municipal securities are deemed Level 2.

 

- 14 -

Mortgage-backed Securities (MBS)/, Collateralized Mortgage Obligations (CMO), Commercial Mortgage-backed Securities (CMBS) and Asset-backed Securities (ABS)The pricing vendor evaluation methodology includes principally interest rate movements and new issue data. Evaluation of the tranches (non-volatile, volatile, or credit sensitivity) is based on the pricing vendors’ interpretation of accepted modeling and pricing conventions. This information is then used to determine the cash flows for each tranche, benchmark yields, pre-payment assumptions and to incorporate collateral performance. To evaluate CMO volatility, an option adjusted spread model is used in combination with models that simulate interest rate paths to determine market price information. This process allows the pricing vendor to obtain evaluations of a broad universe of securities in a way that reflects changes in yield curve, index rates, implied volatility, mortgage rates, and recent trade activity. MBS/MBS, CMBS, CMO and ABS with corroborated and observable inputs are classified as Level 2. All MBS/MBS, CMBS, CMO and ABS holdings are deemed Level 2.

 

U.S. Treasury Bonds, Common Stocks and Exchange Traded Funds—FundsU.S. treasury bonds and exchange traded equities have readily observable price levels and are classified as Level 1 (fair value based on quoted market prices). All common stock holdings are deemed Level 1.

~  13  ~


Table of Contents

 

Preferred Stock—StockPreferred stocks do not have readily observable prices but do have quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices and are classified as Level 2. All preferred stock holdings are deemed Level 2.

 

Due to the relatively short-term nature of cash and cash equivalents, and the mortgage on the home office, their carrying amounts are reasonable estimates of fair value. ReportedOther invested assets include notes receivable, stock, a limited partnership, a SAFE investment, and a membership in Note 4–Debt, the surplus notes, capital lease obligations, and other debt obligationsFHLBC. Notes receivable are carried at face value and given that there is no readily available market for these to trade in, management believes that face value accurately reflects fair value. Cash and cash equivalents are classified as Level 1 of the hierarchy. The mortgage on the home officeoutstanding balance plus accrued interest. Stock and the surplus noteslimited partnership at fair value when available. The SAFE investment and the membership in FHLBC are carried at Level 2cost.

- 15 -

Assets measured at fair value on a recurring basis as of September 30, 2023, are summarized below:

      

Significant

         
  

Quoted in Active

  

Other

  

Significant

     
  

Markets for

  

Observable

  

Unobservable

     
  

Identical Assets

  

Inputs

  

Inputs

     
  

(Level 1)

  

(Level 2)

  

(Level 3)

  

Total

 

AFS securities

                

Fixed maturity securities

                

U.S. treasury

 $1,265,703  $  $  $1,265,703 

MBS/ABS/CMBS

     41,653,431      41,653,431 

Corporate

     39,523,491      39,523,491 

Municipal

     16,482,597      16,482,597 

Redeemable preferred stocks

     175,200      175,200 

Total fixed maturity securities

  1,265,703   97,834,719      99,100,422 

Equity securities

                

Common stocks

  20,347,786      

   20,347,786 

Perpetual preferred stocks

     2,739,493      2,739,493 

Total equity securities

  20,347,786   2,739,493      23,087,279 

Total marketable investments measured at fair value

 $21,613,489  $100,574,212  $  $122,187,701 

 

Assets measured at fair value on a recurring basis as of September 30, 2017,December 31, 2022, are as summarized below:

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Significant

 

 

 

 

 

 



 

Quoted in Active

 

Other

 

Significant

 

 

 



 

Markets for

 

Observable

 

Unobservable

 

 

 



 

Identical Assets

 

Inputs

 

Inputs

 

 

 



 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

AFS securities

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury

 

$

1,343,760 

 

$

 —

 

$

 —

 

$

1,343,760 

MBS/ABS/CMBS

 

 

 —

 

 

29,917,463 

 

 

 —

 

 

29,917,463 

Corporate

 

 

 —

 

 

31,657,013 

 

 

 —

 

 

31,657,013 

Municipal

 

 

 —

 

 

24,122,148 

 

 

 —

 

 

24,122,148 

Total fixed maturity securities

 

 

1,343,760 

 

 

85,696,624 

 

 

 —

 

 

87,040,384 

Equity securities

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

 

11,264,700 

 

 

 —

 

 

 —

 

 

11,264,700 

Preferred stocks

 

 

 —

 

 

3,785,161 

 

 

 —

 

 

3,785,161 

Total equity securities

 

 

11,264,700 

 

 

3,785,161 

 

 

 —

 

 

15,049,861 

Total AFS securities

 

$

12,608,460 

 

$

89,481,785 

 

$

 —

 

$

102,090,245 

Assets measured at fair value on a recurring basis as of December 31, 2016, are as summarized below:

 

 

 

 

 

 

 

 

 

 

 

Significant

 

 

 

 

   

Significant

     

 

Quoted in Active

 

Other

 

Significant

 

 

 

Quoted in Active

 

Other

 

Significant

   

 

Markets for

 

Observable

 

Unobservable

 

 

 

Markets for

 

Observable

 

Unobservable

   

 

Identical Assets

 

Inputs

 

Inputs

 

 

 

Identical Assets

 

Inputs

 

Inputs

   

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

(Level 1)

  

(Level 2)

  

(Level 3)

  

Total

 

AFS securities

 

 

 

 

 

 

 

 

 

 

 

 

         

Fixed maturity securities

 

 

 

 

 

 

 

 

         

U.S. treasury

 

$

1,241,125 

 

$

 —

 

$

 —

 

$

1,241,125  $1,252,960  $  $  $1,252,960 

MBS/ABS/CMBS

 

 —

 

19,677,200 

 

 —

 

19,677,200    38,803,341    38,803,341 

Corporate

 

 —

 

28,344,907 

 

 —

 

28,344,907    35,602,055    35,602,055 

Municipal

 

 

 —

 

 

14,870,791 

 

 —

 

 

14,870,791    17,541,694    17,541,694 

Redeemable preferred stocks

     188,921      188,921 

Total fixed maturity securities

 

 

1,241,125 

 

 

62,892,898 

 

 —

 

 

64,134,023  1,252,960  92,136,011    93,388,971 

Equity securities

 

 

 

 

 

 

 

 

         

Common stocks

 

6,982,547 

 

 —

 

 —

 

6,982,547  20,438,907      20,438,907 

Preferred stocks

 

 

 —

 

 

2,798,413 

 

 

 —

 

 

2,798,413 

Perpetual preferred stocks

     2,772,605      2,772,605 

Total equity securities

 

 

6,982,547 

 

 

2,798,413 

 

 

 —

 

 

9,780,960   20,438,907   2,772,605      23,211,512 

Total AFS seuciriteis

 

$

8,223,672 

 

$

65,691,311 

 

$

 —

 

$

73,914,983 

Total marketable investments measured at fair value

 $21,691,867  $94,908,616  $  $116,600,483 

 

As noted in the previous tables, the Company did not have anyhas no assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3)3) as of September 30, 2017, and 2023 or December 31, 2016.2022. Additionally, there were no securities transferred in or out of Levels 1 or and 2 during the nine-monthnine-month periods ended September 30, 20172023 and 2016.2022.

 

~  14  ~

- 16 -

4.     DEBT

As of September 30, 2017 and December 31, 2016, outstanding debt balances totaled $4,454,138 and $3,786,950, respectively. The average rate on remaining debt was 3.9% as of September 30, 2017, compared to 5.0% as of December 31, 2016.  

Long-term debt consists of the following as of the periods referenced below:

 



 

 

 

 

 

 

 

 

 

 

 

 

 



 

September 30,

 

December 31,



 

2017

 

2016

Surplus notes

 

$

 —

 

$

1,850,000 

Capital lease obligation

 

 

912,510 

 

 

1,227,541 

Debt obligation

 

 

3,541,611 

 

 

525,619 

Home office mortgage

 

 

17 

 

 

183,790 

Total

 

$

4,454,138 

 

$

3,786,950 

Surplus Notes

ICC’s Plan of Conversion from a mutual to a stock company was approved by ICC policyholders at a special meeting on March 17, 2017. Simultaneously, surplus notes totaling $1.65 million, representing all outstanding surplus notes as of that date were converted into 165,000 shares of the Company’s common stock. The remaining $200,000 balance of surplus notes was paid in March 2017.

Leasehold Obligation

The Company entered into a sale leaseback arrangement in 2016 that is accounted for as a capital lease. Under the agreement, Bofi Federal Bank purchased electronic data processing software, vehicles, and other assets which are leased to the Company. These assets remain on the Company’s books due to provisions within the agreement that trigger capital lease accounting. To secure the lowest rate possible of 4.7%, the Company pledged additional bonds totaling $860,969 during 2016, bringing the total pledged to $1,808,523 as of September 30, 2017, and December 31, 2016, respectively. There was no gain or loss recognized as part of this transaction. Lease payments totaled $125,494 for the three months ended September 30, 2017 and 2016. Lease payments totaled $376,485 and $334,227 for the nine months ended September 30, 2017 and 2016, respectively. The term of the electronic data processing lease is 48 months and the term of the titled vehicles lease is 36 months. The outstanding lease obligation at September 30, 2017 was $912,510 compared to $1,227,541 at Decemeber 31, 2016.

4.

DEBT

 

Debt Obligation

 

ICC Holdings, Inc. secured Debt Obligations

The Company had $15,000,000 in outstanding debt as of September 30, 2023 and December 31, 2022.

The Company also has borrowing capacity of $44.3 million with the Federal Home Loan Bank of Chicago (FHLBC), which is 25% of net admitted statutory assets of Illinois Casualty Company as of the prior year-end. As of September 30, 2023, the Company has used $15.0 million of that capacity.

As part of the Company’s response to COVID-19, the Company obtained, in March 2020, a $6.0 million loan with American Bank & Trustfrom the FHLBC as a precautionary measure to increase its cash position, to provide increased liquidity, and to compensate for potential reductions in March 2017 in the amount of $3,500,000 and used the proceeds to repay ICC for the money borrowed by the ESOP.premium receivable collections. The term of the loan is five years bearing interest at 3.65%1.4%. The Company pledged the ESOP shares and $1.5$6.8 million of trust assetsfixed income securities as collateral for thethis loan. Additionally,

In May 2021, the Company entered into two debt agreements in 2016 with Bofi Federal Bank; one agreement for $500,000 and another debt agreement for $75,000.  The terms of the loans were 36 months, but the Company had the option to prepay the $500,000 loan after 12 months. The Company paid off the remaining balance of the $500,000 loan in September 2017. The total balance of the debt agreements at September 30, 2017 and December 31, 2016 was $3,541,611 and $525,619, respectively. The Bofi loans beara $4.0 million, 0.74% fixed interest, at 4.7%.  five-year FHLBC loan.

 

Home Office MortgageIn May 2022, the Company entered into a $5.0 million, 1.36%, fixed interest, five-year FHLBC loan.

 

The Company maintains a mortgage on its home office. Interest is charged at a fixed rate of 2.6% and the loan matureshas $17.7 million in 2017. The building is usedbonds pledged as collateral to secure the loan. The loan balance at September 30, 2017 and December 31, 2016 was $17 and $183,790, respectively.for all FHLBC loans.

 

Revolving Line of Credit

 

We maintain aincreased our revolving line of credit with American Bank & Trust, which permits borrowing upa commercial bank from $2.0 million to an aggregate principal amount$4.0 million in July 2022. As of $1.75 million. This facilitySeptember 30, 2023, the balance on the line of credit was entered into during 2013 and is renewed annually with a current expiration$0. As of August 1, 2018. TheJuly 5, 2023, this line of credit is priced at 30 day LIBORprime plus 2%0.5% with a floor of 3.5%6.00% and renews annually with a current expiration date of July 5, 2024.The Company pledged $4.0 million of business assets in the event the Company draws down on the line of credit. This agreement includes an annually calculated financial debt covenant requiring a minimum total adjusted capital of $21.0 million. Total adjusted capital is the sum of an insurer’s statutory capital and surplus as determined in accordance with the statutory accounting applicable to the annual financial statements required to be filed with Illinois Department of Insurance. As of September 30, 2023, our total adjusted capital is approximately $59.9 million. There was nointerest paid on the line of credit during the nine months ended September 30, 20172023 and $584 of interest paid on the line of credit during the nine months ended September 30, 2016. There are no financial covenants governing this agreement.2022.

 

5.

~  15  ~


5.     REINSURANCE

 

In the ordinary course of business, the Company assumes and cedes premiums and selected insured risks with other insurance companies, known as reinsurance. A large portion of the reinsurance is put into effect under contracts known as treaties and, in some instances, by negotiation on each individual risk (known as facultative reinsurance). In addition, there are several types of treaties including quota share, excess of loss and catastrophe reinsurance contracts that protect against losses over stipulated amounts arising from any one occurrence or event. The arrangements allow the Company to pursue greater diversification of business and serve to limit the maximum net loss to a single event, such as a catastrophe. Through the quantification of exposed policy limits in each region and the extensive use of computer-assisted modeling techniques, management monitors the concentration of risks exposed to catastrophic events.

 

Through the purchase of reinsurance, the Company also generally limits its net loss on any individual risk to a maximum of $500,000,$1,000,000 for casualty and workers’ compensation business and $1,000,000 for property, although certain treaties contain an annual aggregate deductible before reinsurance applies.

 

- 17 -

Premiums, written and earned, along with losses and settlement expenses incurred for the periods presented is summarized as follows:

 

  

Three-Month Periods Ended September 30,

 
  

2023

  

2022

 

WRITTEN

        

Direct

 $24,495,429  $20,900,412 

Reinsurance assumed

  60,457   59,970 

Reinsurance ceded

  (2,870,582)  (2,550,345)

Net

 $21,685,304  $18,410,037 

EARNED

        

Direct

 $22,057,631  $20,224,145 

Reinsurance assumed

  54,269   54,569 

Reinsurance ceded

  (2,878,383)  (2,554,273)

Net

 $19,233,517  $17,724,441 

LOSS AND SETTLEMENT EXPENSES INCURRED

        

Direct

 $17,854,337  $11,226,504 

Reinsurance assumed

  18,080   20,590 

Reinsurance ceded

  (4,435,953)  (860,570)

Net

 $13,436,464  $10,386,524 

 

  

Nine-Month Periods Ended September 30,

 
  

2023

  

2022

 

WRITTEN

        

Direct

 $68,899,622  $61,695,027 

Reinsurance assumed

  135,570   129,328 

Reinsurance ceded

  (7,865,311)  (7,087,338)

Net

 $61,169,881  $54,737,017 

EARNED

        

Direct

 $63,468,235  $57,720,789 

Reinsurance assumed

  127,080   122,048 

Reinsurance ceded

  (8,066,448)  (7,077,077)

Net

 $55,528,867  $50,765,760 

LOSS AND SETTLEMENT EXPENSES INCURRED

        

Direct

 $43,754,741  $39,364,381 

Reinsurance assumed

  58,499   68,283 

Reinsurance ceded

  (7,114,609)  (5,042,334)

Net

 $36,698,631  $34,390,330 

 



 

 

 

 

 

 



 

 

 

 

 

 



 

Three-Month Periods Ended September 30,



 

2017

 

2016

WRITTEN

 

 

 

 

 

 

Direct

 

$

14,117,001 

 

$

13,291,126 

Reinsurance assumed

 

 

114,391 

 

 

100,850 

Reinsurance ceded

 

 

(2,051,977)

 

 

(2,122,878)

Net

 

$

12,179,415 

 

$

11,269,098 

EARNED

 

 

 

 

 

 

Direct

 

$

13,131,193 

 

$

12,863,943 

Reinsurance assumed

 

 

111,312 

 

 

94,350 

Reinsurance ceded

 

 

(2,051,057)

 

 

(2,109,930)

Net

 

$

11,191,448 

 

$

10,848,363 

LOSS AND SETTLEMENT EXPENSES INCURRED

 

 

 

 

 

 

Direct

 

$

11,132,969 

 

$

8,567,418 

Reinsurance assumed

 

 

21,356 

 

 

27,474 

Reinsurance ceded

 

 

(3,090,924)

 

 

(2,440,730)

Net

 

$

8,063,401 

 

$

6,154,162 



 

 

 

 

 

 



 

 

 

 

 

 



 

Nine-Month Periods Ended September 30,



 

2017

 

2016

WRITTEN

 

 

 

 

 

 

Direct

 

$

40,526,640 

 

$

39,169,359 

Reinsurance assumed

 

 

217,776 

 

 

232,235 

Reinsurance ceded

 

 

(6,018,919)

 

 

(6,184,856)

Net

 

$

34,725,497 

 

$

33,216,738 

EARNED

 

 

 

 

 

 

Direct

 

$

38,504,368 

 

$

37,416,387 

Reinsurance assumed

 

 

228,486 

 

 

237,196 

Reinsurance ceded

 

 

(5,992,542)

 

 

(5,958,992)

Net

 

$

32,740,312 

 

$

31,694,591 

LOSSES AND SETTLEMENT EXPENSES INCURRED

 

 

 

 

 

 

Direct

 

$

27,585,807 

 

$

25,815,514 

Reinsurance assumed

 

 

83,814 

 

 

83,424 

Reinsurance ceded

 

 

(6,142,578)

 

 

(7,187,860)

Net

 

$

21,527,043 

 

$

18,711,078 

~  16  ~

- 18 -

6.

6.     UNPAID LOSSES AND SETTLEMENT EXPENSES

 

The following table is a reconciliation of the Company’s unpaid losses and settlement expenses:

 

  

For the Three-Months Ended

 
  

September 30,

 
         

(In thousands)

 

2023

  

2022

 

Unpaid losses and settlement expense - beginning of the period:

        

Gross

 $76,584  $70,381 

Less: Ceded

  14,603   15,527 

Net

  60,981   54,854 

Increase in incurred losses and settlement expense:

        

Current year

  11,331   9,825 

Prior years

  2,105   562 

Total incurred

  13,436   10,387 

Deduct: Loss and settlement expense payments for claims incurred:

        

Current year

  4,329   5,758 

Prior years

  7,011   5,620 

Total paid

  11,340   11,378 

Net unpaid losses and settlement expense - end of the period

  64,077   53,862 

Plus: Reinsurance recoverable on unpaid losses net of CECL

  16,350   14,768 

Plus: CECL allowance for reinsurance recoverable on unpaid losses

  115    

Gross unpaid losses and settlement expense - end of the period

 $80,542  $68,630 

  For the Nine-Months Ended
  September 30, 
         

(In thousands)

 

2023

  

2022

 

Unpaid losses and settlement expense - beginning of the period:

        

Gross

 $67,614  $61,835 

Less: Ceded

  13,610   14,521 

Net

  54,004   47,314 

Increase in incurred losses and settlement expense:

        

Current year

  33,333   29,309 

Prior years

  3,366   5,081 

Total incurred

  36,699   34,390 

Deduct: Loss and settlement expense payments for claims incurred:

        

Current year

  9,045   11,752 

Prior years

  17,581   16,089 

Total paid

  26,626   27,841 

Net unpaid losses and settlement expense - end of the period

  64,077   53,862 

Plus: Reinsurance recoverable on unpaid losses net of CECL

  16,350   14,768 

Plus: CECL allowance for reinsurance recoverable on unpaid losses

  115    

Gross unpaid losses and settlement expense - end of the period

 $80,542  $68,630 

For the nine months ended September 30, 2023 and 2022, we experienced unfavorable development of $3,366,000 and $5,081,000, respectively. The unfavorable development for the nine months ended September 30, 2023 is primarily due to additional information received on prior year accident claims for liquor liability (2022;two claims & 2021;three claims).

 



 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Nine-Months Ended



 

September 30,

 

September 30,

(In thousands)

 

2017

 

2016

Unpaid losses and settlement expense - beginning of the period:

 

 

 

 

 

 

Gross

 

$

52,817 

 

$

61,056 

Less: Ceded

 

 

12,115 

 

 

19,158 

Net

 

 

40,702 

 

 

41,898 

Increase (decrease) in incurred losses and settlement expense:

 

 

 

 

 

 

Current year

 

 

22,897 

 

 

18,901 

Prior years

 

 

(1,370)

 

 

(190)

Total incurred

 

 

21,527 

 

 

18,711 

Deduct: Loss and settlement expense payments for claims incurred:

 

 

 

 

 

 

Current year

 

 

8,381 

 

 

5,110 

Prior years

 

 

12,937 

 

 

13,990 

Total paid

 

 

21,318 

 

 

19,100 

Net unpaid losses and settlement expense - end of the period

 

 

40,911 

 

 

41,509 

Plus: Reinsurance recoverable on unpaid losses

 

 

11,641 

 

 

15,665 

Gross unpaid losses and settlement expense - end of the period

 

$

52,552 

 

$

57,174 
- 19 -

7.

7.     INCOME TAXES

 

The Company’s effective tax rate for the nine month periodperiods ended September 30, 2017,2023 was -15.3%,20.6% compared to 30.1%21.1% for the same period in 2016.2022. Effective rates are dependent upon components of pretax earnings and losses and the related tax effects.

 

Income tax expense for the three and nine-monthnine month periods ended September 30, 20172023 and 2016,2022 differed from the amounts computed by applying the U.S. federal tax rate of 34%21% to pretax income from continuing operations as demonstrated in the following tables:table:

 

  

For the Three-Months Ended

 
  

September 30,

 
  

2023

  

2022

 

Provision for income taxes at the statutory federal tax rates

 $(203,241) $170,279 

Increase (reduction) in taxes resulting from:

        

Dividends received deduction

  (18,802)  (10,010)

Tax-exempt interest income

  (8,450)  (12,011)

Proration of tax-exempt interest and dividends received deduction

  6,604   (2,217)

Nondeductible expenses

  22,512   32,766 

Officer life insurance, net

  1,949   2,307 

Prior year true-up and other

  578    

Total

 $(198,850) $181,114 

 

 

 

 

 

 

 

 

 

 

For the Three-Months Ended

 

For the Nine-Months Ended

 

 

September 30,

 

September 30,

 

 

2017

 

2016

 

2023

  

2022

 

Provision for income taxes at the statutory federal tax rates

 

$

(248,017)

 

$

280,802  $369,439  $(974,378)

Increase (reduction) in taxes resulting from:

 

 

 

 

 

Dividends received deduction

 

(9,104)

 

 —

 (59,537) (32,408)

Tax-exempt interest income

 

(73,260)

 

(38,644) (27,316) (38,323)

15% proration of tax exempt interest and dividends received decution

 

9,664 

 

9,894 

Proration of tax-exempt interest and dividends received deduction

 21,074  9,581 

Nondeductible expenses

 57,555  60,177 

Officer life insurance, net

 

5,794 

 

(14,606) 1,949  (5,375)

Nondeductible expenses

 

14,089 

 

(90,801)

State taxes

 

(1,019)

 

 —

Prior year true-ups and other

 

 

(78,828)

 

 

(15,725)

Prior year true-up and other

     

Total

 

$

(380,681)

 

$

130,920  $363,164  $(980,726)

 

~  17  ~


Table of Contents



 

 

 

 

 

 



 

 

 

 

 

 



 

For the Nine-Months Ended



 

September 30,



 

2017

 

2016

Provision for income taxes at the statutory federal tax rates

 

$

75,099 

 

$

770,034 

Increase (reduction) in taxes resulting from:

 

 

 

 

 

 

Dividends received deduction

 

 

(27,311)

 

 

 —

Tax-exempt interest income

 

 

(165,241)

 

 

(121,240)

15% proration of tax exempt interest and dividends received decution

 

 

26,192 

 

 

22,283 

Officer life insurance, net

 

 

16,590 

 

 

(3,019)

Nondeductible expenses

 

 

31,430 

 

 

30,853 

State taxes

 

 

(1,019)

 

 

 —

Prior year true-up and other

 

 

 —

 

 

(19,641)

Total

 

$

(44,260)

 

$

679,270 

The Company has recorded its deferred tax assets and liabilities using the statutory federal tax rate of 34%. Management believes it is more likely than not that all deferred tax assets will be recovered as the result of future operations, which will generate sufficient taxable income to realize the deferred tax asset. In addition, it is believed that when these deferred items reverse in future years, taxable income will be taxed at an effective rate of 34%.

 

As of September 30, 20172023 and December 31, 2016,2022, the Company does not have any capital or operating loss carryforwards. Periods still subject to Internal Revenue Service (IRS)IRS audit include 20132020 through current year. There are currently no open tax exams. As of September 30, 2023 a significant portion of the Company's net deferred tax asset relates to unrealized losses on fixed income securities and equity securities. 

 

- 20 -

8.

8.     EMPLOYEE BENEFITS

 

ESOP

 

In connection with our conversion and public offering, we establishestablished an ESOP. The ESOP borrowed from the Company to purchase 350,000 shares in the offering. The issuance of the shares to the ESOP resulted in a contra account established in the shareholder’s equity section of the balance sheet for the unallocated shares at an amount equal to their $10.00 per share purchase price.

 

The Company may make discretionary contributions to the ESOP and pay dividends on unallocated shares to the ESOP,ESOP. ICC makes annual contributions to the ESOP uses funds it receivessufficient to repay the loan. When loan payments are made, ESOP shares are allocated to participants based on relative compensationcompensation. The Company repurchases shares from participants that have left our employment. ICC Holdings contributed $62,075 and expense is recorded. No contributions$92,080 to the ESOP for the nine months ended September 30, 2023 and 2022, respectively. No other contributions were made to the ESOP during the nine months ended September 30, 2017.these time periods.

 

A compensation expense charge is booked monthly during each year for the shares committed to be allocated to particpantsparticipants that year, determined with reference to the fair market value of our stock at the time the commitment to allocate the shares is accrued and recognized. For the nine months ended September 30, 2017,2023, we recognized compensation expense of $262,150$341,987 related to 17,530 shares of our common stock that are committed to be released to participants’ accounts at December 31, 2023. For the nine months ended September 30, 2022, we recognized compensation expense of $384,300 related to 15,00317,530 shares of our common stock that were committed to be released to partipants’participants’ accounts at December 31, 2017. Of the 15,003 shares committed to be released, 2,240 shares were commited on September 30, 2017 and had no impact on the weighted average common shares outstanding for the three and nine months ended September 30, 2017.2022.

 

9.     RELATED PARTYRESTRICTED STOCK UNITS

 

Mr. John R. Klockau,Restricted stock units (RSUs) were granted for the first time in February 2018 and more recently in April of each year. RSUs have a director ofgrant date value equal to the Company, held two surplus notes from the Company totaling $1,150,000 which were converted into 115,000 sharesclosing price of the Company’s common stock on March 17, 2017. John R. Klockau received a paymentthe dates the shares are granted. The RSUs vest onethird over three years beginning the first anniversary of the date of grant. The Company recognized $172,253 and $151,575 in RSU expense for interest on the surplus notes of $12,975 during the threenine months ended March 31, 2017. Additionally, Mr. Klockau is a claims consultant and was paid $10,350 and $8,012 as of September 30, 20172023 and 2016, respectively, related to his servicesSeptember 30, 2022, respectfully.

  

RSUs

  

Weighted Average Grant Date Fair Value

 

Nonvested at December 31, 2022

 $273,591  $15.72 

Granted

  272,802   15.50 

Vested

  (172,253)  15.11 

Nonvested at September 30, 2023

 $374,140  $15.85 

9.

SUBSEQUENT EVENTS

On October 2, 2023, the Company purchased certain assets of Guild Insurance Inc. for $1.0M. The primary revenue source from Guild Insurance is derived from the sale of insurance products to the Company.food and beverage industry.

  

Mr. Scott T. Burgess is a director of the Company and a Senior Managing Director of Griffin Financial Group (Griffin).  Mr. Burgess was paid $2,690, and $1,074 as of September 30, 2017 and 2016, respectively. Griffin was paid $893,240 and $9,704 as of September 30, 2017 and 2016, respectively.  Griffin and Stevens & Lee are affiliated. Stevens & Lee is a full-service law firm that was paid $46,286 and $628,516 as of September 30, 2017 and 2016, respectively.

~  18  ~

- 21 -

10.     SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the financial statements were issued.

~  19  ~


Table of Contents

Item 2. Management’sManagements Discussion and Analysis of Financial Condition and Results of Operations

 

The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides a safe harbor for forward-looking statements made by or on behalf of ICC Holdings, Inc. ICC Holdings, Inc., and its representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in ICC Holdings, Inc.'s filings with the Securities and Exchange Commission (SEC) and its reports to shareholders. Generally, the inclusion of the words “anticipates,” “believe,“believes,” “estimate,” “expect,” “future,” “intend,” “estimate,” “may,” “plans,” “seek”,“seek,” “will,” or the negative of such terms and similar expressions identify statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and that are intended to come within the safe harbor protection provided by those sections. All statements addressing operating performance, events, or developments that ICC Holdings, Inc. expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, and market share, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are and will be based on management’s then-current beliefs and assumptions regarding future events and operating performance and on information currently available to management and are applicable only as of the dates of such statements.



Forward-looking statements involve risks, uncertainties and assumptions, including, among other things, the factors discussed under the heading “Item 1A. Risk Factors” of ICC Holdings, Inc.’s Annual Report on Form 10-K and those listed below. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Actual results may differ materially from those expressed in these forward-looking statements due to a number ofseveral uncertainties and risks, including the risks described in this Quarterly Report on Form 10-Q and other unforeseen risks. Readers should not put undue reliance on any forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q, even if subsequently made available by us on our website or otherwise, and we undertake no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.



All of these factors are difficult to predict, and many are beyond our control. These important factors include those discussed under “Item“Item 1A. Risk Factors” of ICC Holdings, Inc.’s 2022 Annual Report on Form 10-K and those listed below:

 

·the potential impact of fraud, operational errors, systems malfunctions, or cybersecurity incidents;

future economic conditions in the markets in which we compete that are less favorable than expected;

the potential impact of fraud, operational errors, systems malfunctions, or cybersecurity incidents;our ability to expand geographically;

·

future economic conditions in the markets in which we compete that are less favorable than expected;

·

our ability to expand geographically;

·

the effects of weather-related and other catastrophic events;events, including those related to health emergencies and the spread of infectious diseases and pandemics;

·the effect of legislative, judicial, economic, demographic and regulatory events in the jurisdictions where we do business, especially changes with respect to laws, regulations and judicial decisions relating to liquor liability;

our ability to enter new markets successfully and capitalize on growth opportunities either through acquisitions or the expansion of our producer network;

the effect of legislative, judicial, economic, demographicmacroeconomic and regulatory events in the jurisdictions where we do business, especially changes with respect to laws, regulationsmarket conditions and judicial decisions relating to liquor liability;

·

our ability to enter new markets successfully and capitalize on growth opportunities either through acquisitions or the expansion of our producer network;

·

financial market conditions,volatility, including, but not limited to, changes in interest rates, inflation and the stockcredit and capital markets causing a reduction of investment income or investment gains and a reduction in the value of our investment portfolio;

heightened competition, including specifically the intensification of price competition, the entry of new competitors and the development of new products by new or existing competitors, resulting in a reduction in the value ofdemand for our investment portfolio;products;

·infection rates, severity of pandemics, civil unrest and their effects on our business operations and claims activity, and any adverse impact to our insureds, brokers, agents, and employees;

our debt and debt service requirements which may restrict our operation and financial flexibility, as well as imposing unfavorable interest and financing costs;
our ability to maintain our existing credit facilities or obtain satisfactory new credit facilities or other borrowings;
changes to our assessment as to whether it is more likely than not that we will be required to sell, or have the intent to sell, available for sale or fixed maturity investments before their anticipated recovery;
our ability to implement business strategies, including our acquisition strategy and expansion plans;
our acquisition strategy may not be successful in locating advantageous targets;
our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we acquire into our operations and our ability to realize related revenue synergies, strategic gains, and cost savings many be significantly harder to achieve, if at all, or may take longer to achieve;
potential goodwill impairment charges, future impairment charges and fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames;
disruptions and negative investor sentiment caused by bank failures during 2023;

the impact of acts of terrorism and acts of war;

heightened competition, including specifically the intensification of price competition, the entry of new competitors and the development of new products by new or existing competitors, resulting in a reduction in the demand for our products;

·

the impacteffects of acts of terrorismterrorist related insurance legislation and acts of war;laws;

·changes in general economic conditions, including inflation, unemployment, interest rates and other factors;

the effectscost, availability, and collectability of terrorist related insurance legislation and laws;reinsurance;

·estimates and adequacy of loss reserves and trends in loss and settlement expenses;

changes in general economic conditions,the coverage terms selected by insurance customers, including inflation, unemployment, interest rates and other factors;higher limits;

·our inability to obtain regulatory approval of, or to implement, premium rate increases;

our ability to obtain reinsurance coverage at reasonable prices or on terms that adequately protect us;

- 22 -

the cost, availability and collectabilitypotential impact on our reported net income that could result from the adoption of reinsurance;future auditing or accounting standards issued by the Public Company Accounting Oversight Board or the Financial Accounting Standards Board or other standard-setting bodies;

·

estimates and adequacy of loss reserves and trends in loss and settlement expenses;

·

unanticipated changes in the coverage terms selectedindustry trends and ratings assigned by insurance customers, including higher limits;nationally recognized rating organizations;

·

our inability to obtain regulatory approval of, or to implement, premium rate increases;

·

our ability to obtain reinsurance coverage at reasonable prices or on terms that adequately protect us;

·

the potential impact on our reported net income that could result from the adoption of future auditing or accounting standards issued by the Public Company Accounting Oversight Board or the Financial Accounting Standards Board or other standard-setting bodies;

·

unanticipated changes in industry trends and ratings assigned by nationally recognized rating organizations;

·

adverse litigation or arbitration results; and

·litigation tactics and developments, including those related to business interruption claims; and

adverse changes in applicable laws, regulations or rules governing insurance holding companies and insurance companies, and environmental, tax or accounting matters including limitations on premium levels, increases in minimum capital and reserves, other financial viability requirements, and other financial viability requirements, and changes that affect the cost of, or demand for our products.

 

~  20  ~


Table of Contents

Because forward-looking information is subject to various risks and uncertainties, actual results may differ materially from that expressed or implied by the forward-looking information.

 

All subsequent written and oral forward-looking information attributable to ICC Holdings, Inc. or any person acting on our behalf is expressly qualified in its entirety by the cautionary statement contained or referred to in this section.

 

In the following discussion and analysis of results of operations and financial condition, certain financial measures may be considered “non-GAAP financial measures” under Securities and Exchange Commission rules.  These rules require supplemental explanation and reconciliation, which is provided in this Quarterly Report on Form 10-Q. Management uses the non-GAAP measures “losses and settlement expense ratio”, “expense ratio” and “combined ratio” in its evaluation of business and financial performance. These disclosures have limitations as an analytical tool, should not be viewed as a substitute for net earnings determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Management believes that this non-GAAP supplemental information is helpful in understanding the Company’s ongoing operating results.

Overview

 

ICC is a regional property and casualty insurance company incorporated in Illinois and focused exclusively on the food and beverage industry. On the effective date of the conversion, ICC becameis a wholly owned subsidiary of ICC Holdings, Inc. The consolidated financial statements of ICC prior to the conversion became the consolidated financial statements of ICC Holdings, Inc. upon completion of the conversion.

 

For the nine months ended September 30, 2017, we2023, the Company had direct written premiumpremiums of $40,527,000,$68,900,000, net premiums earned of $32,740,000,$55,529,000, and net incomeearnings of $265,000.$1,396,000. For the nine months ended September 30, 2016, we2022, the Company had direct premiums written of $39,169,000,$61,695,000, net premiums earned of $31,695,000,$50,766,000, and a net incomeloss of $1,586,000.$3,659,000. At September 30, 2017, we2023, the Company had total assets of $153,159,000$209,028,000 and equity of $63,741,000.$59,586,000. At December 31, 2016, we2022, the Company had total assets of $122,160,000$192,162,000 and equity of $33,600,000.

We are an “emerging growth company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to: not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have taken advantage of the extended transition period provided by Section 107 of the JOBS Act. However, we may decide to comply with the effective dates for financial accounting standards applicable to emerging growth companies at a later date in compliance with the requirements in Sections 107(b)(2) and (3) of the JOBS Act. If we do so, we will prominently disclose this decision in the first periodic report or registration statement following our decision, and such decision is irrevocable.$60,441,000.

 

Principal Revenue and Expense Items

 

We derive our revenue primarily from premiums earned, net investment income and net realized and unrealized gains (losses) from investments.

 

Gross and net premiums written

 

Gross premiums written isare equal to direct and assumed premiums before the effect of ceded reinsurance. Net premiums written is the difference between gross premiums written and premiums ceded or paid to reinsurers (ceded premiums written).

 

~  21  ~

- 23 -

 

PremiumsNet premiums earned

 

Premiums earned isare the earned portion of our net premiums written. Gross premiums written include all premiums recorded by an insurance company during a specified policy period. Insurance premiums on property and casualty insurance contracts are recognized in proportion to the underlying risk insured and are earned ratably over the duration of the policies. At the end of each accounting period, the portion of the premiums that isare not yet earned is included in unearned premiums and is realized as revenue in subsequent periods over the remaining term of the policy. Our policies typically have a term of twelve months. Thus, for example, for a policy that is written on July 1, 2018,2023, one-half of the premiums would be earned in 20182023 and the other half would be earned in 2019.2024.

 

Net investment income and net realized gains (losses) on investments

 

We invest our surplus and the funds supporting our insurance liabilities (including unearned premiums and unpaid loss and loss adjustment expenses) in cash, cash equivalents, equities, fixed maturity securities, and real estate. Investment income includes interest and dividends earned on invested assets.assets as well as rental income on investment properties. Net realized gains and losses on invested assets are reported separately from net investment income. We recognize realized gains when invested assets are sold for an amount greater than their cost or amortized cost (in the case of fixed maturity securities) and recognize realized losses when investment securities are written down as a result of an other than temporaryother-than-temporary impairment or sold for an amount less than their cost or amortized cost, as applicable. We recognize in earnings the change in unrealized gains and losses on equity securities when our equity securities are trading at an amount greater than or less than their cost, respectively. Net unrealized losses and gains on equity securities for the three and nine months ended September 30, 2023 were unrealized losses of $1,062,000 and unrealized gains of $279,000. Net unrealized losses for the three and nine months ended September 30, 2022 for equity securities were $1,084,000 and $6,181,000, respectfully. Our portfolio of investment securities is managed by antwo independent third party and managerparties with managers specializing in the insurance industry. The board of directors’ investment committee is responsible for establishing investment policies and monitoring risk limits and tolerances. We seek to protect customers’ benefits by optimizing the risk/return relationship on an ongoing basis, avoiding high levels of investments that may be redeemed by the issuer, maintaining sufficiently liquid investments and avoiding undue asset concentrations through diversification. We are exposed to two primary sources of investment risk:

credit risk, relating to the uncertainty associated with the continued ability of an obligor to make timely payments of principal and interest; and

interest rate risk, relating to the market price and/or cash flow variability associated with changes in market yield curves.

Our ability to manage credit risk is essential to our business and our profitability. We devote considerable resources to the credit analysis of each new investment. We manage credit risk through industry, issuer and asset class diversification.

 

ICC’s expenses consist primarily of:

 

LossLosses and settlement expenseexpenses

 

LossLosses and settlement expenses represent the largest expense item and include: (1) claim payments made, (2) estimates for future claim payments and changes in those estimates for prior periods, and (3) costs associated with investigating, defending, and adjusting claims.

 

Amortization of deferred policy acquisition costs and other operating expenses

 

Expenses incurred to underwrite risks are referred to as policy acquisition expenses. Variable policy acquisition costs consist of commission expenses, premium taxes and certain other underwriting expenses that vary with and are primarily related to the writing and acquisition of new and renewal business. These policy acquisition costs are deferred and amortized over the effective period of the related insurance policies. Fixed policy acquisition costs are expensed as incurred. These costs include salaries, rent, office supplies, and depreciation. Other operating expenses consist primarily of information technology costs, accounting, and internal control salaries, as well as audit and legal expenses.

 

Income taxes

 

We use the asset and liability method of accounting for income taxes. Deferred income taxes arise from the recognition of temporary differences between financial statement carrying amounts and the tax bases of our assets and liabilities. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. The effect of a change in tax rates is recognized in the period of the enactment date.

 

Key Financial Measures

 

We evaluate our insurance operations by monitoring certain key measures of growth and profitability. In addition to reviewing our financial performance based on results determined in accordance with generally accepted accounting principles in the United States (GAAP), we utilize certain non-GAAPoperational financial measures that we believe are valuable in managing our business and for comparison to our peers. These non-GAAPoperational measures are combined ratio, written premiums, underwriting income, the losslosses and loss adjustmentsettlement expense ratio, the expense ratio, the ratio of net written premiums to statutory surplus and return on average equity.

 

We measure growth by monitoring changes in gross premiums written and net premiums written. We measure underwriting profitability by examining losses and settlement expense, underwriting expense, and combined ratios. We also measure profitability by examining underwriting income (loss) and net incomeearnings (loss).

 

- 24 -

Loss

Losses and settlement expense ratio

 

The losslosses and settlement expense ratio is the ratio (expressed as a percentage) of losslosses and settlement expenses incurred to net premiums earned. We measure the losslosses and settlement expense ratio on an accident year and calendar year loss basis to measure underwriting

~  22  ~


Table of Contents

profitability. An accident year loss ratio measures losslosses and loss adjustmentsettlement expenses for insured events occurring in a particular year, regardless of when they are reported, as a percentage of premiums earned during that year. A calendar year loss ratio measures losslosses and settlement expenseexpenses for insured events occurring during a particular year and the change in loss reserves from prior accident years as a percentage of premiums earned during that year.

 

Expense ratio

 

The underwriting expense ratio is the ratio (expressed as a percentage) of amortization of deferred policy acquisition costs and other operating expenses to premiums earned, and measures our operational efficiency in producing, underwriting, and administering our insurance business.

 

GAAP combined ratio

 

Our GAAP combined ratio is the sum of the losslosses and loss adjustmentsettlement expense ratio and the expense ratio and measures our overall underwriting profit. If the GAAP combined ratio is below 100%, we are making an underwriting profit. If our combined ratio is at or above 100%, we are not profitable without investment income and may not be profitable if investment income is insufficient.

 

Net premiums written to statutory surplus ratio

 

The net premiums written to statutory surplus ratio represents the ratio of net premiums written, after reinsurance ceded, to statutory surplus. This ratio measures our exposure to pricing errors in our current book of business. The higher the ratio, the greater the impact on surplus should pricing prove inadequate.

 

Underwriting income (loss)

 

Underwriting income (loss) measures the pre-tax profitability of our insurance operations. It is derived by subtracting losslosses and loss adjustmentsettlement expense, amortization of deferred policy acquisition costs, and other operatingunderwriting and administrative expenses from net earned premiums. Each of these items is presented as a caption in our statements of operations.earnings.

 

Net incomeearnings (loss) and return on average equity

 

We use net incomeearnings (loss) to measure our profit and return on average equity to measure our effectiveness in utilizing equity to generate net income.earnings. In determining return on average equity for a given year, net incomeearnings (loss) is divided by the average of the beginning and ending equity for that year.

 

Critical Accounting Policies

 

The accounting policies and estimates considered by management to be critically important in the preparation and understanding of the Company’s financial statements and related disclosures are presented in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Company’s 2016 Annual Report on Form 10-K.10-K for the year ended December 31, 2022.

 

Results of Operations

 

Our results of operations are influenced by factors affecting the property and casualty insurance industry in general. The operating results of the United States property and casualty insurance industry are subject to significant variations due to competition, weather, catastrophic events, regulation, general economic conditions, judicial trends, fluctuations in interest rates and other changes in the investment environment.



Our premium growth and underwriting results have been, and continue to be, influenced by market conditions. Pricing in the property and casualty insurance industry historically has been cyclical. During a soft market cycle, price competition is more significant than during a hard market cycle and makes it difficult to attract and retain properly priced commercial business. A hard market typically has a positive effect on premium growth.

  

~  23  ~

- 25 -

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

The major components of operating revenues and net earnings are as follows:



 

 

 

 

 

 



 

For the nine months



 

ended September 30,

(In thousands)

 

2017

 

2016

Revenues

 

 

 

 

 

 

Total premiums earned

 

$

32,740 

 

$

31,695 

Investment income, net of investment expense

 

 

1,849 

 

 

1,433 

Realized investment gains (losses), net

 

 

386 

 

 

19 

Other income

 

 

198 

 

 

104 

Total revenues

 

$

35,173 

 

$

33,251 

Summarized components of net earnings

 

 

 

 

 

 

Underwriting (loss) income¹

 

$

(1,586)

 

$

1,186 

Investment income, net of investment expense

 

 

1,849 

 

 

1,433 

Realized investment gains, net

 

 

386 

 

 

19 

Other income

 

 

198 

 

 

104 

General corporate expenses

 

 

452 

 

 

337 

Interest expense

 

 

174 

 

 

140 

Earnings, before income taxes

 

 

221 

 

 

2,265 

Income tax (benefit) expense

 

 

(44)

 

 

679 

Net earnings

 

$

265 

 

$

1,586 

Total other comprehensive earnings

 

 

895 

 

 

1,912 

Comprehensive earnings

 

$

1,160 

 

$

3,498 

1Calculated by subtracting the sum of loss and settlement expenses (2017 -$21,527 and 2016 -$18,711) and policy and acquisistion costs and other operating expenses (2017 - $12,799 and 2016 - $11,798) from net premiums earned (2017 -$32,740 and 2016 - $31,695).



 

 

 

 

 

 



 

For the nine months ended September 30,



 

2017

 

2016

Non-GAAP Ratios:

 

 

 

 

 

 

Losses and settlement expense ratio1

 

 

65.75% 

 

 

59.04% 

Expense ratio2

 

 

39.09% 

 

 

37.22% 

Combined ratio3

 

 

104.84% 

 

 

96.26% 

1Calculated by dividing loss and settlement expenses by net premiums earned.

2Calculated by dividing the sum of policy acquisition costs and operating expenses by net earned premiums.

3The sum of the losses and settlement expense ratio and the expense ratio. A combined ratio of under 100% indicates an underwriting profit. A combined ratio over 100% indicates an underwriting loss.

 

The following summarizes our results for the nine months ended September 30, 20172023 and 2016:2022:



Premiums



Direct premiums written grewincreased by $1,358,000,$7,205,000, or 3.5%11.7%, to $40,527,000$68,900,000 for the nine months ended September 30, 20172023 from $39,169,000$61,695,000 for the same period of 2016.2022. Net written premium grewincreased by $1,508,000,$6,433,000, or 4.5%11.8%, to $34,725,000$61,170,000 for the nine months ended September 30, 20172023 from $33,217,000$54,737,000 for the same period in 2016.2022. Net premiums earned grewincreased by $1,045,000,$4,763,000, or 3.3%9.4%, infor the nine months ended September 30, 20172023 as compared to the nine months ended September 30, 2016, primarily due to2022,consistent with our increased organic growth.premium writings in 2023 and 2022.



For the nine months ended September 30, 2017,2023, we ceded to reinsurers $5,993,000$8,066,000 of earned premiums, compared to $5,959,000$7,077,000 of earned premiums for the nine months ended September 30, 2016.2022. Ceded earned premiums as a percent of direct premiumspremiums written was 14.8% inincreased to 11.7% from 11.5% for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2017, and 15.2% in the nine months ended September 30, 2016.

~  24  ~


Table2022 as a result of Contentsincreased direct earned premiums.

 

Premiums are earned ratably over the term of the policy whereas written premiums are reflected on the effective date of the policy.



Investment Income

Net investment income increased by $901,000, or 31.1%, to $3,798,000 for the nine months ended September 30, 2023, as compared to $2,897,000 for the same period in 2022. This increaseis a result of increased rates on our fixed income portfolio and an increase in overall investment holdings.

Other Income



Other income is derived from policies we write and represents additional charges to policyholders for services outside of the premium charge, such as installment billing or policy issuance costs. Another component of other income is attributable to sales made by the Company’s subsidiary, Estrella Innovative Solutions, Inc. Other income increaseddecreased by $94,000$172,000, or 90.4%51.7%, during the nine months ended September 30, 20172023 as compared to the same period in 2022 due to increased premiums written off and less favorable results from the disposals of 2016 primarily as a result of an increase in third party sales made by Estrella Innovative Solutions, Inc. as well as a slight growth in premium fee’s volume.fixed assets.



Unpaid Losses and Settlement Expenses

 

  

For the Nine-Months Ended

 
  

September 30,

 
         

(In thousands)

 

2023

  

2022

 

Unpaid losses and settlement expense - beginning of the period:

        

Gross

 $67,614  $61,835 

Less: Ceded

  13,610   14,521 

Net

  54,004   47,314 

Increase in incurred losses and settlement expense:

        

Current year

  33,333   29,309 

Prior years

  3,366   5,081 

Total incurred

  36,699   34,390 

Deduct: Loss and settlement expense payments for claims incurred:

        

Current year

  9,045   11,752 

Prior years

  17,581   16,089 

Total paid

  26,626   27,841 

Net unpaid losses and settlement expense - end of the period

  64,077   53,862 

Plus: Reinsurance recoverable on unpaid losses net of CECL

  16,350   14,768 

Plus: CECL allowance for reinsurance recoverable on unpaid losses

  115    

Gross unpaid losses and settlement expense - end of the period

 $80,542  $68,630 

The following table details our

Gross unpaid losses and settlement expenses. 



 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Nine-Months Ended



 

September 30,

 

September 30,

(In thousands)

 

2017

 

2016

Unpaid losses and settlement expense - beginning of the period:

 

 

 

 

 

 

Gross

 

$

52,817 

 

$

61,056 

Less: Ceded

 

 

12,115 

 

 

19,158 

Net

 

 

40,702 

 

 

41,898 

Increase (decrease) in incurred losses and settlement expense:

 

 

 

 

 

 

Current year

 

 

22,897 

 

 

18,901 

Prior years

 

 

(1,370)

 

 

(190)

Total incurred

 

 

21,527 

 

 

18,711 

Deduct: Loss and settlement expense payments for claims incurred:

 

 

 

 

 

 

Current year

 

 

8,381 

 

 

5,110 

Prior years

 

 

12,937 

 

 

13,990 

Total paid

 

 

21,318 

 

 

19,100 

Net unpaid losses and settlement expense - end of the period

 

 

40,911 

 

 

41,509 

Plus: Reinsurance recoverable on unpaid losses

 

 

11,641 

 

 

15,665 

Gross unpaid losses and settlement expense - end of the period

 

$

52,552 

 

$

57,174 

Net unpaid losses and settlement expense decreased $598,000,expenses increased by $12,928,000, or 1.4%19.1%, in the nine months ended September 30, 20172023 as compared to December 31, 2022. For the same period in 2016.nine months ended September 30, 2023 and 2022, we experienced unfavorable development of $3,366,000 and $5,081,000, respectively.



Losses and Settlement Expenses



Losses and settlement expenses increased by $2,816,000,$2,309,000, or 15.0%6.7%, to $21,527,000$36,699,000 for the nine months ended September 30, 2017,2023, from $18,711,000$34,390,000 for the same period in 2016.2022. The increase in losses and settlement expenses for the nine months ended September 30, 2017 is primarily due to an increase in frequencywas driven by elevated 2022 and severity of fire and storm losses as well as higher retention of property losses compared to the same period in 2016.2021 liquor liability claims.

 

Policy Acquisition Costs and Other Operating Expenses and the Expense Ratio



Policy acquisition costs are costs we incur to issue policies, which include commissions, premium taxes, underwriting reports, and underwriter compensation costs. The Company offsets the direct commissions it pays with ceded commissions it receives from reinsurers. Other operating expenses consist primarily of information technology costs, accounting, and internal control salaries, as well as audit and legal expenses. Policy acquisition costs and other operating expenses increased by $1,001,000$2,688,000, or 8.5%. The increase in policy acquisition costs and other operating expenses during14.8%, to $20,824,000 for the nine months ended September 30, 20172023 from $18,136,000 for the same period in 2022. The increase in these expenses is primarily driven bymainly due to increases in the other operating expenses. Thissalaries, direct and contingent commissions. Salary expense is up due to additionalincreased costs associated with operatingbusiness growth. Direct commissions increased as a public company which did not occur in previous years.result of increased premiums. 

 

Our expense ratio is calculated by dividing the sum of policy acquisition costs and operating expenses by net earned premiums. We use the expense ratio to evaluate the operating efficiency of our consolidated operations. Costs that cannot be readily identifiable as a direct cost of a product line remain in Corporate and Other.general corporate expenses.

 

Our expense ratio increased by 187180 basis pointspoints from 37.22%35.7% to 39.09%37.5% for the nine months ended September 30, 20172023 as compared to 2016.

~  25  ~


Table of Contentsthe same period in 2022.



General Corporate Expenses



General corporate expenses consist primarily of occupancy costs, such as rent and utilities.utilities, and CECL expenses. These costs are largely fixed and, therefore, do not vary significantly with premium volume but do vary with the Company’s changes in properties held for investment. Accordingly, ourOur general corporate expenses increased by $115,000,$52,000, or 34.1%9.2%, infor the nine months ended September 30, 20172023 as compared to the same period in 2016.2022.

 

Investment Income

Net investment income increased by $416,000, or 29.0% during the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016, primarily from increases in the composition of the investment portfolio. Average cash and invested assets during the nine months ended September 30, 2017 was $96,154,000 compared to $79,867,000 during the same period in 2016, an increase of $16,287,000, or 20.4%. The increase in the portfolio was primarily due to proceeds from the initial public offering that closed on March 24, 2017.Interest Expense



Interest Expense

Interest expense increaseddecreased to $174,000$138,000 for the nine months ended September 30, 20172023 from $140,000$150,000 for the same period during 2016. This 24.3% increase year over year reflects2022 as a result of paying off the Company’s financing of certain assets under financial sales-leaseback transactions as well as interest expense on debt agreements entered into during 2016 and 2017. See Financial Position – Leaseheld Obligations and Financial Position – Debt Obligations.$3.5 million loan the Company had with American Bank & Trust in April 2022. 



Income Tax Expense



We reported income tax expense of $363,000 and benefit of $44,000 and income tax expense of $679,000$981,000 for the nine months months ended September 30, 20172023 and 2016,2022, respectively. The decreaseincrease in income tax expense in 20172023 relates to lower levels of pretax earnings for the nine months ended September 30, 2017 compared to the same periodpositive change in 2016.unrealized gains and losses. Our effective tax rate for the nine months ended September 30, 20172023 was negative 20.0%20.6%, compared to 30.0%21.1% for the same period in 2016.2022. Effective rates are dependent upon components of pretax earnings and losses and the related tax effects. The effective rate was lower for the nine months ended September 30, 2017 compared to the same period in 2016 primarily due to favorable provision adjustments and an increase in the dividends received deduction.



The Company has not established a valuation allowance against any of the net deferred tax assets.

 

~  26  ~


Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

The major components of operating revenues and net earnings are as follows:



 

 

 

 

 

 



 

For the three months



 

ended September 30,

(In thousands)

 

2017

 

2016

Revenues

 

 

 

 

 

 

Total premiums earned

 

$

11,191 

 

$

10,849 

Investment income, net of investment expense

 

 

688 

 

 

663 

Realized investment gains (losses), net

 

 

(2)

 

 

(119)

Other income

 

 

49 

 

 

28 

Total revenues

 

$

11,926 

 

$

11,421 

Summarized components of net earnings (loss)

 

 

 

 

 

 

Underwriting (loss) income¹

 

$

(1,216)

 

$

440 

Investment income, net of investment expense

 

 

688 

 

 

663 

Realized investment (losses), net

 

 

(2)

 

 

(119)

Other income

 

 

49 

 

 

28 

General corporate expenses

 

 

184 

 

 

137 

Interest expense

 

 

65 

 

 

49 

Loss (earnings), before income taxes

 

 

(730)

 

 

826 

Income tax (benefit) expense

 

 

(381)

 

 

131 

Net (loss) earnings

 

$

(349)

 

$

695 

Total other comprehensive earnings

 

 

298 

 

 

93 

Comprehensive (loss) earnings

 

$

(51)

 

$

788 

1Calculated by subtracting the sum of loss and settlement expenses (2017 -$8,063 and 2016 -$6,154) and policy and acquisistion costs and other operating expenses (2017 - $4,334 and 2016 - $4,255) from net premiums earned (2017 - $11,191 and 2016 - $10,849).



 

 

 

 

 

 



 

For the three months ended September 30,



 

2017

 

2016

Non-GAAP Ratios:

 

 

 

 

 

 

Losses and settlement expense ratio1

 

 

72.05% 

 

 

56.72% 

Expense ratio2

 

 

38.82% 

 

 

39.21% 

Combined ratio3

 

 

110.87% 

 

 

95.93% 

1Calculated by dividing loss and settlement expenses by net premiums earned.

2Calculated by dividing the sum of policy acquisition costs and operating expenses by net earned premiums.

3The sum of the losses and settlement expense ratio and the expense ratio. A combined ratio of under 100% indicates an underwriting profit. A combined ratio over 100% indicates an underwriting loss.

The following summarizes our results for the three months ended September 30, 20172023 and 2016:2022:



Premiums



Direct premiums written increased by $826,000,$3,595,000, or 6.2%17.2%, fromto $24,495,000 for the three months ended September 30, 2017 as compared to2023 from $20,900,000 for the same period of 2016, while net2022. Net written premium grewincreased by $910,000,$3,275,000, or 8.1%17.8%during the same period. Net premiums earned grew by $343,000, or 3.2%, into $21,685,000 for the three months ended SeptmeberSeptember 30, 20172023 from $18,410,000 for the same period in 2022. Net premiums earned increased by $1,510,000, or 8.5%, for the three months ended September 30, 2023 as compared to the three months ended September 30, 2016, primarily due to2022, consistent with our increased organic growth and lower levels of premium ceded to reinsurance.writings in 2023.



For the three months ended September 30, 2017,2023, we ceded to reinsurers $2,051,000$2,878,000 of earned premiums, compared to $2,110,000$2,554,000 of earned premiums for the three months ended September 30, 2016.2022. Ceded earned premiums as a percent of direct premiumspremiums written were 14.5% indecreased to 11.8% from 12.2% for the three months ended September 30, 2023 as compared to the three months ended September 30, 2017, and 15.9% in the three months ended September 30, 2016.2022.

 

~  27  ~


Premiums are earned ratably over the term of the policy whereas written premiums are reflected on the effective date of the policy.



Investment Income

Net investment income increased by $314,000, or 30.5%, to $1,342,000 for the three months ended September 30, 2023, as compared to $1,028,000 for the same period in 2022. This increaseis a result of increased rates on our fixed income portfolio and an increase in overall investment holdings.

Other Income



Other income is derived from policies we write and represents additional charges to policyholders for services outside of the premium charge, such as installment billing or policy issuance costs. Another component of other income is attributable to sales made by the Company’s subsidiary, Estrella Innovative Solutions, Inc. Other income increaseddecreased by $20,000$34,000, or 71.4%40.0%, during the three months ended September 30, 20172023, as compared to the same period in 2016 primarily as a result2022 due to increased premiums written off offset by more favorable results from the disposals of an increase in third party sales made by Estrella Innovative Solutions, Inc. as well as a slight growth in premium based fees.  fixed assets.

 

Losses and Settlement Expenses



Losses and settlement expenses increased by $1,909,000,$3,049,000, or 31.0%29.4%, to $8,063,000$13,436,000 for the three months ended September 30, 2017,2023, from $6,154,000$10,387,000 for the same period in 2016.2022. The increase in losses and settlement expenses for the three months ended September 30, 2017 is primarily due to an increase in frequencywas driven by elevated 2022 and severity of2021 liquor liability claims and 2023 fire and storm losses as well as higher retention of property losses compared to the same period in 2016.claims.

 

Policy Acquisition Costs and Other Operating Expenses and the Expense Ratio



Policy acquisition costs are costs we incur to issue policies, which include commissions, premium taxes, underwriting reports, and underwriter compensation costs. The Company offsets the direct commissions it pays with ceded commissions it receives from reinsurers. Other operating expenses consist primarily of information technology costs, accounting, and internal control salaries, as well as audit and legal expenses. Policy acquisition costs and other operating expenses increased by $89,000$668,000, or 2.1%10.5%, to $7,029,000 for the three months ended September 30, 2017 compared to2023 from $6,361,000 for the same period in 2016.2022. The increase in policy acquisition costs and other operatingthese expenses during the three months ended September 30, 2017 is primarily driven bymainly due to increases in the other operating expenses. This is due to additional costs associated with operating as a public company which did not occur in previous years.direct commissions.

 

Our expense ratio is calculated by dividing the sum of policy acquisition costs and operating expenses by net earned premiums. We use the expense ratio to evaluate the operating efficiency of our consolidated operations. Costs that cannot be readily identifiable as a direct cost of a product line remain in Corporate and Other. general corporate expenses.

Our expense ratio decreasedincreased by 3960 basis pointspoints from 39.21%35.9% to 38.82%36.5% for the three months ended September 30, 2023 as compared to the same period in 2022.

General Corporate Expenses

General corporate expenses consist primarily of occupancy costs, such as rent and utilities, and CECL expenses. These costs are largely fixed and, therefore, do not vary significantly with premium volume but do vary with the Company’s changes in properties held for investment. Our general corporate expenses increased by $30,000, or 15.8%, for the three months ended September 30, 2017 as compared to 2016.

General Corporate Expenses

Our general corporate expenses increased by $47,000, or 34.3%, in the three months ended September 30, 20172023 as compared to the same period in 2016.2022.

 

Investment Income

Net investment income increased by $25,000, or 3.8% during the three months ended September 30, 2017 as compared to the three months ended September 30, 2016, primarily from reduced investment expense. Average cash and invested assets during the three months ended September 30, 2017 was $113,116,000 compared to $81,706,000 during the same period in 2016, an increase of $31,410,000, or 38.4%. The increase in the portfolio was primarily due to proceeds from the initial public offering that closed on March 24, 2017.Interest Expense



Interest Expense

Interest expense increased to $65,000remained consistent at $46,000 for the three months ended September 30, 20172023 from $49,000$46,000 for the same period in 2016. This 32.7% increase year over year reflects the Company’s financing of certain assets under financial sales-leaseback transactions as well as interest expense on debt agreements entered into during 2016 and 2017. See Financial Position – Leaseheld Obligations and Financial Position – Debt Obligations.2022. 



Income Tax Expense



We reported income tax benefit of $381,000$199,000 and expense $181,000 for the three months ended September 30, 2023 and 2022, respectively. The decrease in income tax expense of $131,000in 2023 relates to the loss in the Company's core insurance business and decrease in unrealized gains and losses for the three months ended September 30, 2017 and 2016, respectively. The flip to income tax benefit for the three months ended September 30, 2017, versus income tax expense for the same period in 2016 relates to a net loss before income taxes for the three months ended September 30, 2017 compared to a net earnings before income taxes for the same period in 2016.2023. Our effective tax rate for the three months ended September 30, 2017,2023 was 52.2%20.5%, compared to 15.9%22.3% for the same period in 2016.2022. Effective rates are dependent upon components of pretax earnings and losses and the related tax effects. The effective rate for the three months ended September 30, 2017, differened from the statutory tax rate primarily due to favorable provision adjustments and an increase in the dividends received deduction.



The Company has not established a valuation allowance against any of the net deferred tax assets.

~  

- 28  ~

-

 

Financial Position

 

The major componentsfollowing summarizes our financial position as of our assetsSeptember 30, 2023 and liabilities are as follows:December 31, 2022:

 



 

 

 

 

 

 



 

As of



 

September 30,

 

December 31,



 

2017

 

2016

(In thousands)

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

 

Investments and cash:

 

 

 

 

 

 

Available for sale securities, at fair value

 

 

 

 

 

 

Fixed maturity securities (amortized cost - $85,067 at 9/30/2017

 

$

87,040 

 

$

64,134 

and $62,929 at 12/31/2016)

 

 

 

 

 

 

Common Stocks (cost - $10,248 at 9/30/2017 and $6,312 at 12/31/2016)

 

 

11,265 

 

 

6,983 

Preferred Stocks (cost - $3,671 at 9/30/2017 and $2,925,434 at 12/31/2016)

 

 

3,785 

 

 

2,798 

Property held for investment, at cost, net of accumulated depreciation of

 

 

2,865 

 

 

2,207 

$103 at 9/30/2017 and $51 at 12/31/2016

 

 

 

 

 

 

Cash and cash equivalents

 

 

6,854 

 

 

4,377 

Total investments and cash

 

 

111,809 

 

 

80,499 

Accrued investment income

 

 

716 

 

 

524 

Premiums and reinsurance balances receivable, net of allowances for

 

 

18,219 

 

 

17,479 

uncollectible amounts of $50 at 9/30/2017 and 12/31/2016

 

 

 

 

 

 

Ceded unearned premiums

 

 

297 

 

 

271 

Reinsurance balances recoverable on unpaid losses and settlement

 

 

11,641 

 

 

12,115 

expenses, net of allowances for uncollectible amounts of

 

 

 

 

 

 

$0 at 9/30/2017 and 12/31/2016

 

 

 

 

 

 

Federal income taxes

 

 

1,218 

 

 

1,037 

Deferred policy acquisition costs, net

 

 

4,556 

 

 

4,163 

Property and equipment, at cost, net of accumulated depreciation of

 

 

3,564 

 

 

3,720 

$4,748 at 9/30/2017 and $4,308 at 12/31/2016

 

 

 

 

 

 

Other assets

 

 

1,139 

 

 

2,352 

Total assets

 

$

153,159 

 

$

122,160 



 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Unpaid losses and settlement expenses

 

$

52,552 

 

$

52,817 

Unearned premiums

 

 

26,789 

 

 

24,778 

Reinsurance balances payable

 

 

179 

 

 

110 

Corporate debt

 

 

4,454 

 

 

3,787 

Accrued expenses

 

 

4,072 

 

 

4,827 

Other liabilities

 

 

1,372 

 

 

2,241 

Total liabilities

 

 

89,418 

 

 

88,560 



 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Common stock1

 

 

35 

 

 

 —

Additional paid-in capital

 

 

32,296 

 

 

 —

Accumulated other comprehensive earnings, net of tax

 

 

2,049 

 

 

1,154 

Retained earnings

 

 

32,711 

 

 

32,446 

Less: Unearned ESOP shares at cost (2017 - 334,997 shares and 2016 - 0 shares)

 

 

(3,350)

 

 

 —

Total equity

 

 

63,741 

 

 

33,600 

Total liabilities and equity

 

$

153,159 

 

$

122,160 

1Par value $0.01; authorized: 2017 - 10,000,000 shares and  2016 - 0 shares; issued: 2017 - 3,500,000 and 2016 - 0 shares;  outstanding: 2017 - 3,165,003 and 2016 - 0 shares.

~  29  ~


Table of Contents

Unpaid Losses and LAESettlement Expense

 

Our reserves for unpaid loss and LAEsettlement expense are summarized below:

 

 

 

 

 

As of September 30,

 

As of December 31,

 

As of September 30,

 

As of December 31,

 

(In thousands)

2017

 

2016

 

2023

  

2022

 

Case reserves

$

20,139 

 

$

20,171  $35,871  $28,231 

IBNR reserves

 

20,772 

 

 

20,531   28,206   25,773 

Net unpaid losses and settlement expense

 

40,911 

 

 

40,702  64,077  54,004 

Reinsurance recoverable on unpaid loss and settlement expense

 

11,641 

 

 

12,115 

Reinsurance recoverables, excluding CECL allowance

  16,465   13,610 

Reserves for unpaid loss and settlement expense

$

52,552 

 

$

52,817  $80,542  $67,614 

 

Actuarial Ranges

 

The selection of the ultimate loss is based on information unique to each line of business and accident year and the judgment and expertise of our actuary and management.

 

The following table provides case and IBNR reserves for losses and loss adjustment expenses as of September 30, 20172023 and December 31, 2016.2022.

 

As ofSeptember 30, 20172023

 



 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

(In thousands)

Case Reserves

 

IBNR Reserves

 

Total Reserves

Commercial liability

$

15,453 

 

$

15,110 

 

$

30,563 

Property

 

1,781 

 

 

4,310 

 

 

6,091 

Other

 

2,905 

 

 

1,352 

 

 

4,257 

Total net reserves

 

20,139 

 

 

20,772 

 

 

40,911 

Reinsurance recoverables

 

7,326 

 

 

4,315 

 

 

11,641 

Gross reserves

$

27,465 

 

$

25,087 

 

$

52,552 

(In thousands)

 

Case Reserves

  

IBNR Reserves

  

Total Reserves

 

Commercial liability

 $26,980  $25,566  $52,546 

Property

  6,306   (444)  5,862 

Other

  2,585   3,084   5,669 

Total net reserves

  35,871   28,206   64,077 

Reinsurance recoverables, excluding CECL allowance

  3,508   12,957   16,465 

Gross reserves

 $39,379  $41,163  $80,542 

 

As of December 31, 20162022

 

              

Actuarially Determined Range of Estimates

 

(In thousands)

 

Case Reserves

  

IBNR Reserves

  

Total Reserves

  

Low

  

High

 

Commercial liability

 $21,356  $22,737  $44,093         

Property

  3,690   (24)  3,666         

Other

  3,185   3,060   6,245         

Total net reserves

  28,231   25,773   54,004  $48,006  $57,398 

Reinsurance recoverables

  3,716   9,894   13,610   11,595   15,484 

Gross reserves

 $31,947  $35,667  $67,614  $59,601  $72,882 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

Actuarially Determined
Range of Estimates

(In thousands)

Case Reserves

 

IBNR Reserves

 

Total Reserves

 

Low

 

High

Commercial liability

$

15,627 

 

$

14,655 

 

$

30,282 

 

 

 

 

 

 

Property

 

2,652 

 

 

4,036 

 

 

6,688 

 

 

 

 

 

 

Other

 

1,892 

 

 

1,840 

 

 

3,732 

 

 

 

 

 

 

Total net reserves

 

20,171 

 

 

20,531 

 

 

40,702 

 

$

36,178 

 

$

41,107 

Reinsurance recoverables

 

7,595 

 

 

4,520 

 

 

12,115 

 

 

9,431 

 

 

12,637 

Gross reserves

$

27,766 

 

$

25,051 

 

$

52,817 

 

$

45,609 

 

$

53,744 
- 29 -

~  30  ~


 

Our actuary determined a range of reasonable reserve estimates which reflect the uncertainty inherent in the loss reserve process. This range does not represent the range of all possible outcomes. We believe that the actuarially-determinedactuarially determined ranges represent reasonably likely changes in the loss and settlement expense estimates, however actual results could differ significantly from these estimates. The range was determined by line of business and accident year after a review of the output generated by the various actuarial methods utilized. The actuary reviewed the variance around the select loss reserve estimates for each of the actuarial methods and selected reasonable low and high estimates based on his knowledge and judgment. In making these judgments the actuary typically assumed, based on his experience, that the larger the reserve the less volatility and that property reserves would exhibit less volatility than casualty reserves. In addition, when selecting these low and high estimates, the actuary considered:

·historical industry development experience in our business line;

historical industrycompany development experienceexperience;

the impact of court decisions on insurance coverage issues, which can impact the ultimate cost of settling claims;

changes in our business line;internal claims processing policies and procedures; and

·trends and risks in claim costs, such as risk that medical cost inflation could increase.

historical company development experience;

·

the impact of court decisions on insurance coverage issues, which can impact the ultimate cost of settling claims;

·

changes in our internal claims processing policies and procedures; and

·

trends and risks in claim costs, such as risk that medical cost inflation could increase.

 

Our actuary is required to exercise a considerable degree of judgment in the evaluation of all of these and other factors in the analysis of our loss and settlement expense reserves, and related range of anticipated losses. Because of the level of uncertainty impacting the estimation process, it is reasonably possible that different actuaries would arrive at different conclusions. The method of determining the reserve range has not changed and the reserve range generated by our actuary is consistent with the observed development of our loss reserves over the last few years.

 

The width of the range in reserves arises primarily because specific losses may not be known and reported for some period and the ultimate losses paid and loss adjustment expenses incurred with respect to known losses may be larger than currently estimated. The ultimate frequency or severity of these claims can be very different than the assumptions we used in our estimation of ultimate reserves for these exposures.

 

Specifically, the following factors could impact the frequency and severity of claims, and therefore, the ultimate amount of loss and settlement expense paid:

·the rate of increase in labor costs, medical costs, and material costs that underlie insured risks;

development of risk associated with our expanding producer relationships and our growth in new states or states where we currently have small market share; and

the rateimpact of increasechanges in labor costs, medical costs, and material costs that underlie insured risks;

laws or regulations.

·

development of risk associated with our expanding producer relationships and our growth in new states or states where we currently have small market share; and

·

impact of changes in laws or regulations.

 

The estimation process for determining the liability for unpaid loss and settlement expense inherently results in adjustments each year for claims incurred (but not paid) in preceding years. Negative amounts reported for claims incurred related to prior years are a result of claims being settled for amounts less than originally estimated (favorable development). Positive amounts reported for claims incurred related to prior years are a result of claims being settled for amounts greater than originally estimated (unfavorable development). For the nine months ended September 30, 20172023 and 2016,2022, we experienced favorableunfavorable development of $1,370,000$3,366,000 and $190,000,$5,081,000, respectively.

 

PotentialThe potential for variability in our reserves is evidenced by this development. As a further illustration of reserve variability, we initially estimated unpaid loss and settlement expense net of reinsurance at the end of 20162022 at $40,702,000.$54,004,000. As of September 30, 2017,2023, that reserve was re-estimated at $39,332,000,$57,370,000, which is $1,370,000, or 3.4%, lower$3,366,000 less favorable than the initial estimate.

 

The estimation of our reserves is based on several actuarial methods, each of which incorporates many quantitative assumptions. The judgment of the actuary plays an important role in selecting among various loss development factors and selecting the appropriate method, or combination of methods, to use for a given accident year. The ranges presented above represent the expected variability around the actuarially determined central estimate. The total range around our actuarially determined estimate varies from (5.9)% to 6.9%. As shown in the table below, since 2012 the variance in our originally estimated accident year loss reserves has ranged from (6.4%) deficient to 17.7% redundant as of September 30, 2017.

 

~  31  ~


Table of Contents

Recent Variabilities of Incurred Losses and Settlement Expense, Net of Reinsurance



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Accident Year Data

(In thousands)

 

2012

 

2013

 

2014

 

2015

 

 

2016

As originally estimated

 

$

19,276 

 

$

22,064 

 

$

22,267 

 

$

24,293 

 

$

25,619 

As estimated at September 30, 2017

 

 

19,264 

 

 

22,220 

 

 

23,685 

 

 

20,001 

 

 

24,555 

Net cumulative redundancy (deficiency)

 

$

12 

 

$

(156)

 

$

(1,417)

 

$

4,292 

 

$

1,065 

% redundancy (deficiency)

 

 

0.1% 

 

 

(0.7)%

 

 

(6.4)%

 

 

17.7% 

 

 

4.2% 

The table below summarizes the impact on equity, net of tax, from changes in estimates of net unpaid loss and settlement expense:



 

 

 

 

 



December 31,



2016

(In thousands)

Aggregate Loss and Settlement Reserve

 

Percentage Change in Equity

Reserve Range for Unpaid Losses and Settlement Expense

 

 

 

 

 

Low End

$

36,178 

 

 

8.9% 

Recorded

 

40,702 

 

 

0.0% 

High End

 

41,107 

 

 

-0.8%

If the net loss and settlement expense reserves were recorded at the high end of the actuarially-determined range as of Decemeber 31, 2016, the loss and settlement expense reserves would increase by $405,000 before taxes. This increase in reserves would have the effect of decreasing net income and equity as of December 31, 2016 by $267,000. If the loss and settlement expense reserves were recorded at the low end of the actuarially-determined range, the net loss and settlement expense reserves at December 31, 2016 would be reduced by $4,524,000 with corresponding increases in net income and equity of $3.0 million.

Investments

 

Our investments are primarily composed of fixed maturity debt securities and both common and preferred stock equity securities. We categorize all our debt securities investments are classified as available-for-sale and(AFS), which are carried at estimated fair value as determined by management based upon quoted market prices when available. If a quoted market price is not available, fair value is estimated using a secondary pricing source or a recognized pricing service at the reporting date for those orusing quoted market prices of similar investments.securities. Changes in unrealized investment gains or losses on our investments,AFS securities, net of applicable income taxes, are reflected directly in equity as a component of comprehensive incomeearnings (loss) and, accordingly, have no effect on net incomeearnings (loss). Equity securities are carried at fair value with subsequent changes in fair value recorded in net earnings (loss). Investment income is recognized when earned, and capital gains and losses are recognized when investments are sold, or other-than-temporarily impaired.credit loss has occurred.

- 30 -

Effective with the adoption of ASU 2016-13, Financial Instruments—Credit Losses, on January 1, 2023, we consider several factors, including, but not limited to, the following when evaluating whether a decline in value for AFS debt securities relates to credit losses:

the extent to which fair value is less than amortized cost;

adverse conditions related to the security, an industry, geographic area such as changes in the financial condition of the issuer of the security, changes in technology, or discontinuation of a segment of the business that may affect future earnings potential;

the payment structure of the debt security and the likelihood of the issuer being able to make future payments;

failure of the issuer of the security to make scheduled interest or principal payments; and

any changes to the rating of the security by a rating agency.

In addition, we no longer consider the duration of the decline in value in assessing whether our fixed income securities available for sale have a credit loss impairment. If a credit loss is determined to exist, the credit loss impairment is recognized as a credit loss expense in the statement of operations with an offset to an allowance for credit losses. Subsequent changes (favorable and unfavorable) in expected credit losses are recognized immediately in net income as a credit loss expense or a reversal of credit loss expense. Credit losses are limited to the amount by which the amortized cost of the security exceeds fair value. The Company and its independent investment managers evaluated our available-for-sale securities and determined that as of January 1, 2023 and September 30, 2023, there were no securities for which an allowance for credit losses adjustment was needed.

 

The fair value and unrealized losses for our securities that were temporarily impaired are as follows:

 

  

September 30, 2023

 
  

Less than 12 Months

  

12 Months or Longer

  

Total

 

(In thousands)

 

Fair Value

  

Unrealized Losses

  

Fair Value

  

Unrealized Losses

  

Fair Value

  

Unrealized Losses

 

U.S. Treasury

 $  $  $1,266  $(86) $1,266  $(86)

MBS/ABS/CMBS

  14,212   (693)  24,655   (3,511)  38,867   (4,204)

Corporate

  7,433   (341)  31,742   (4,680)  39,175   (5,021)

Municipal

  5,123   (191)  11,124   (4,327)  16,247   (4,518)

Redeemable preferred stock

  153   (8)  22   (3)  175   (11)

Total temporarily impaired fixed maturity securities

 $26,921  $(1,233) $68,809  $(12,607) $95,730  $(13,840)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

December 31, 2022

 

Less than 12 Months

 

12 Months or Longer

 

Total

 

Less than 12 Months

  

12 Months or Longer

  

Total

 

(In thousands)

Fair Value

 

Unrealized Losses

 

Fair Value

 

Unrealized Losses

 

Fair Value

 

Unrealized Losses

 

Fair Value

  

Unrealized Losses

  

Fair Value

  

Unrealized Losses

  

Fair Value

  

Unrealized Losses

 

U.S. Treasury

$

995 

 

$

(4)

 

$

 —

 

$

 —

 

$

995 

 

$

(4) $615  $(37) $638  $(63) $1,253  $(100)

MBS/ABS/CMBS

 

9,213 

 

 

(104)

 

 

2,075 

 

 

(82)

 

 

11,288 

 

 

(186) 21,200  (1,365) 12,833  (1,742) 34,033  (3,107)

Corporate

 

1,571 

 

 

(3)

 

 

1,983 

 

 

(15)

 

 

3,554 

 

 

(18) 27,689  (2,896) 5,829  (1,256) 33,518  (4,152)

Municipal

 

1,397 

 

 

(10)

 

 

859 

 

 

(25)

 

 

2,256 

 

 

(35) 11,502  (3,089) 2,080  (885) 13,582  (3,974)

Total fixed maturities

 

13,176 

 

 

(121)

 

 

4,917 

 

 

(122)

 

 

18,093 

 

 

(243)

Common stocks

 

647 

 

 

(8)

 

 

 —

 

 

 —

 

 

647 

 

 

(8)

Preferred stocks

 

644 

 

 

(19)

 

 

426 

 

 

(10)

 

 

1,070 

 

 

(29)

Total temporarily impaired securities

$

14,467 

 

$

(148)

 

$

5,343 

 

$

(132)

 

$

19,810 

 

$

(280)

Redeemable preferred stock

  189  (27)      189  (27)

Total temporarily impaired fixed maturity securities

 $61,195  $(7,414) $21,380  $(3,946) $82,575  $(11,360)

 

Corporate Bonds

~  32  ~


Table of Contents



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



December 31, 2016



Less than 12 Months

 

12 Months or Longer

 

Total

(In thousands)

Fair Value

 

Unrealized Losses

 

Fair Value

 

Unrealized Losses

 

Fair Value

 

Unrealized Losses

U.S. Treasury

$

994 

 

$

(6)

 

$

 —

 

$

 —

 

$

994 

 

$

(6)

MBS/ABS/CMBS

 

10,713 

 

 

(257)

 

 

323 

 

 

(1)

 

 

11,036 

 

 

(258)

Corporate

 

5,476 

 

 

(76)

 

 

984 

 

 

(15)

 

 

6,460 

 

 

(91)

Municipal

 

2,995 

 

 

(135)

 

 

 —

 

 

 —

 

 

2,995 

 

 

(135)

Total fixed maturities

 

20,178 

 

 

(474)

 

 

1,307 

 

 

(16)

 

 

21,485 

 

 

(490)

Common stocks

 

 —

 

 

 —

 

 

446 

 

 

(34)

 

 

446 

 

 

(34)

Preferred stocks

 

2,328 

 

 

(132)

 

 

 —

 

 

 —

 

 

2,328 

 

 

(132)

Total temporarily impaired securities

$

22,506 

 

$

(606)

 

$

1,753 

 

$

(50)

 

$

24,259 

 

$

(656)

 

The gross unrealized losses in the Corporate bond portfolio increased by about $0.9 million from a loss of $4,152,000 at the end of 2022 to a loss of $5,021,000 as of September 30, 2017 and December 31, 2016 were primarily related to changes2023. This was driven by the movement in Treasury rates.  The Treasury yield curve has shifted higher by 60-70 bps in the interestfirst 9 months of 2023 which has caused bond prices across fixed income sectors to drop.  The Corporate bond portfolio has benefitted by spread tightening so far in 2023 (Corporate spreads are tighter by about 13 bps), but this has been overwhelmed by the higher Treasury rate environment. Fair values

Municipal Bonds

The gross unrealized losses in the Municipal portfolio increased by about $0.5 million from a loss of interest rate sensitive instruments may be affected by increases and decreases in prevailing interest rates which generally translate, respectively, into decreases and increases in fair values$3,974,000 at the end of fixed maturity investments. The fair values2022 to a loss of interest rate sensitive instruments also may be affected$4,518,000 as of September 30, 2023. This was driven by the credit worthinessmovement in Treasury rates.  The Treasury yield curve has shifted higher by 60-70 bps in the first 9 months of 2023 which has caused bond prices across fixed income sectors to drop.  The Municipal bond portfolio has benefitted by spread tightening so far in 2023 (Taxable Muni spreads are tighter by about 30 bps), but this has been overwhelmed by the issuer, prepayment options, relative values of other investments, the liquidity of the instrument, and other general market conditions.higher Treasury rate environment. 

 

We monitor our investmentscreen the portfolio for securities that hit certain thresholds and review those securities for potential impairment. The thresholds vary by sector. For Corporates, as an example, we screen for any holding that has a market price below $80. For Municipals, we screen for securities that have experiencedan unrealized loss of more than 5% of book value. For structured securities, we use more quantitative analysis, including a decline in fairdiscounted cash-flow model to measure the amount by which the present value of expected future cash flows is below cost to evaluate whether the decline is other than temporary.asset's amortized cost. When assessing whether the amortized cost basisfair value of the security will be recovered, we may compare the present value of the cash flows likely to be collected, based on an evaluation of all available information relevant to the collectability of the security, to the amortized cost basis of the security. The shortfall of the present value of the cash flows expected to be collected in relation to the amortized cost basis is referred to as the “credit loss.”loss”. If there is a credit loss, the impairment is considered to be other-than-temporary. IfUnder the new guidance for AFS debt securities, if we identify that there is a credit risk, an other-than-temporary impairment loss has occurred, we then determine whether we intend to sell the security, or if it is more likely than not that we will be required to sell the security prior to recovering the amortized cost basis less any current-periodallowance for credit losses. If we determine that we do not intend to sell, and it is not more likely than not that we will be required to sell the security, the amount of the impairment loss related to the credit losslosses (ACL) will be recorded in earnings, and theearnings. Any remaining portion of unrealized losses related to the other-than-temporary impairment lossnoncredit-related component will continue to be recognized in other comprehensive income (loss), net of tax. If we determine that we intend to sell the security, or that it is more likely than not that we will be required to sell the security prior to recovering its amortized cost basis less any current-period credit losses, the full amountprior allowance would be removed and the amortized cost basis would be adjusted to fair value.

- 31 -

 

For the nine months ended September 30, 2017,2023, the Company incurred $57,000did not take a credit loss or impairment charge on any of OTTIits fixed income security holdings. Adverse investment market conditions, or poor operating results of underlying investments, could result in credit losses on an ETF included in common stock that was impairedor impairment charges in the three months ended June 30, 2017 and subsequently sold in the three months ended September 30, 2017. During the first nine months of 2016, the Company recognized $213,000 of impairment losses.future.

 

We use quoted values and other data provided by independent pricing services in our process for determining fair values of our investments. The evaluations of such pricing services represent an exit price and a good faith opinion as to what a buyer in the marketplace would pay for a security in a current sale. This pricing service provides us with one quote per instrument. For fixed maturity securities that have quoted prices in active markets, market quotations are provided. For fixed maturity securities that do not trade on a daily, basis, the independent pricing service prepares estimates of fair value using a wide array of observable inputs including relevant market information, benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. The observable market inputs that our independent pricing service utilizes may include (listed in order of priority for use) benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, market bids/offers, and other reference data on markets, industry, and the economy. Additionally, the independent pricing service uses an option adjusted spread model to develop prepayment and interest rate scenarios. The pricing service did not use broker quotes in determining the fair values of our investments.

 

Should the independent pricing service be unable to provide a fair value estimate, we would attempt to obtain a non-binding fair value estimate from a number of broker-dealers and review this estimate in conjunction with a fair value estimate reported by an independent business news service or other sources. In instances where only one broker-dealer provides a fair value for a fixed maturity security, we use that estimate. In instances where we are able tocan obtain fair value estimates from more than one broker-dealer, we would review the range of estimates and would select the most appropriate value based on the facts and circumstances. Should neither the independent pricing service nor a broker-dealer provide a fair value estimate, we would develop a fair value estimate based on cash flow analyses and other valuation techniques that utilize certain unobservable inputs. Accordingly, we would classify such a security as a Level 3 investment.

 

~  33  ~


Table of Contents

The fair value estimates of our investments provided by the independent pricing service at September 30, 20172023 and December 31, 2016,2022, respectively, were utilized, among other resources, in reaching a conclusion as to the fair value of our investments.

 

ManagementOur investment manager reviews the reasonableness of the pricing provided by the independentvendors they use and have pricing service by employing various analytical procedures. Wepolicy and procedures that are SSAE audited. Each month-end, they review all1) securities priced beyond a specific tolerance % from the prior month-end, 2) securities priced beyond a specific tolerance % from the prior two month-ends, 3) securities with valuations resulting in negative yields, and 4) securities deemed as outliers. Our investment manager reviews the aforementioned securities either to identify recent downgrades, significant changes in pricing, and pricing anomaliesaffirm that the valuations are appropriate or determine that a change to a different approved vendor is more appropriate based on individual securities relative to other similar securities. This will include looking for relative consistency across securities in common sectors, durations, and credit ratings. This review will also include all fixed maturity securities rated lower than “A” by Moody’s or S&P. If, after this review, management does not believe the pricing for any security is a reasonable estimate of fair value, then it will seek to resolve the discrepancy through discussions with the pricing service. In our review we did not identify any such discrepancies for the nine months ended September 30, 2017 and 2016 and for the year ended December 31, 2016, and no adjustments were made to the estimates provided by the pricing service for the years 2015 and 2014.current market information. The classification within the fair value hierarchy of Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement, is then confirmed based on the final conclusions from the pricing review. On a quarterly basis, our investment manager provides a Price Validation report that measures the variance between trades our investment manager executed during the quarter and the vendor’s pricing. Management reviews the Price Validation report from the investment manager quarterly to check the reasonableness of the investment managers vendor pricing procedures.

 

Deferred Policy Acquisition Costs

 

Certain acquisition costs consisting of direct and ceded commissions, premium taxes and certain other direct underwriting expenses that vary with and are primarily related to the production of business are deferred and amortized over the effective period of the related insurance policies as the underlying policy premiums are earned. At September 30, 20172023 and December 31, 2016,2022, deferred acquisition costs and the related unearned premium reserves were as follows: 

 



 

 

 

 

 

(In thousands)

September 30, 2017

 

December 31, 2016

Deferred acquisition costs

$

4,556 

 

$

4,163 

Unearned premium reserves

 

26,789 

 

 

24,778 

(In thousands)

 

September 30, 2023

  

December 31, 2022

 

Deferred acquisition costs, net

 $8,347  $7,167 

Unearned premium reserves, net

  45,220   39,579 

 

The method followed in computing deferred acquisition costs limits the amount of deferred costs to their estimated realizable value, which gives effect to the premium to be earned, related investment income, loss and loss adjustment expenses, and certain other costs expected to be incurred as the premium is earned. Future changes in estimates, the most significant of which is expected loss and loss adjustment expenses, may require adjustments to deferred policy acquisition costs. If the estimation of net realizable value indicates that the deferred acquisition costs are not recoverable, they would be written off.

 

Income Taxes

 

We use the asset and liability method of accounting for income taxes. Deferred income taxes arise from the recognition of

temporary differences between financial statement carrying amounts and the tax bases of our assets and liabilities. A valuation

allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. The effect of a change in tax rates is recognized in the period of the enactment date.

- 32 -

 

We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record an additional valuation allowance against our deferred tax assets.

 

As of September 30, 20172023 and December 31, 2016,2022, we had no material unrecognized tax benefits or accrued interest and penalties. Federal tax years 20132020 through 2015the current year are open for examination.

 

Other Assets

 

As of September 30, 20172023 and December 31, 20162022, other assets totaled $1,139,000$1,369,000 and $2,351,000,$1,277,000, respectively. The decrease is primarily due to deferred stock offering and conversion expenses being settled in the first quarter of 2017.

 

Outstanding Debt

As of September 30, 2017 and December 31, 2016, outstanding debt balances totaled $4,454,000 and $3,787,000, respectively. We incurred interest expense for the nine month periods ended September 30, 2017, and 2016, of $174,000 and $140,000, respectively. We incurred interest expense of $65,000 and $49,000 for the three months ended September 30, 2017 and 2016, respectively. The average rate on debt was 3.9% as of September 30, 2017, compared to 5.0% as of December 31, 2016.  

~  34  ~


Table of Contents

Surplus Notes

ICC’s plan of conversion from a mutual to a stock company was approved by ICC policyholders at a special meeting on March 17, 2017. Simultaneously, surplus notes totaling $1,650,000 were converted into 165,000 shares of the Company’s common stock. The remaining $200,000 balance of surplus notes was paid in March 2017.

Leasehold Obligations

 

The Company entered into a sale leaseback arrangementhad $15,000,000 in 2016 that is accounted for as a capital lease. Under the agreement, Bofi Federal Bank purchased electronic data processing software, vehicles, and other assets which are leased to the Company. These assets remain on the Company’s books due to provisions within the agreement that trigger capital lease accounting. To secure the lowest rate possible of 4.7%, the Company pledged additional bonds totaling $861,000 during 2016, bringing the total pledged to $1,809,000outstanding debt, as of September 30, 2017,2023 and December 31, 2016, respectively. There was no gain or loss recognized2022. 

The Company also has borrowing capacity of $44.3 million with the Federal Home Loan Bank of Chicago (FHLBC), which is 25% of net admitted statutory assets of Illinois Casualty Company as of the prior year-end. As of September 30, 2023, the Company has used $15.0 million of that capacity.

As part of this transaction. Lease payments totaled $125,000 and $125,000 for the three months ended September 30, 2017 and 2016, respectively. Lease payments totaled $376,000 and $334,000 forCompany’s response to COVID-19, the nine months ended September 30, 2017 and 2016, respectively. The term of the electronic data processing lease is 48 months and the term of the titled vehicles lease is 36 months. The outstanding lease obligation at September 30, 2017 was $913,000 compared to $1,228,000 at Decemeber 31, 2016.

Debt Obligation

ICC Holdings, Inc. secured a loan with American Bank & TrustCompany obtained, in March 20172020, a $6.0 million loan from the FHLBC as a precautionary measure to increase its cash position, to provide increased liquidity, and to compensate for potential reductions in the amount of $3,500,000 and used the proceeds to repay ICC for the money borrowed by the ESOP.premium receivable collections. The term of the loan is five years bearing interest at 3.65%1.4%. The Company pledged the ESOP shares and $1.5$6.8 million of trust assetsfixed income securities as collateral for thethis loan. Additionally,

In May 2021, the Company entered into two debt agreements in 2016 with Bofi Federal Bank; one agreement for $500,000 and another debt agreement for $75,000. The terms of the loans were 36 months, buta $4.0 million, 0.74% fixed interest, five-year FHLBC loan.

In May 2022, the Company had the option to prepay the $500,000 loan after 12 months. The Company paid off the remaining balance of the $500,000 loan in September 2017. The total balance of the debt agreements at September 30, 2017 and December 31, 2016 was $3,542,000 and $526,000, respectively. The Bofi loans bearentered into a $5.0 million, 1.36%, fixed interest, at 4.7%.  

Home Office Mortgagefive-year FHLBC loan.

 

The Company maintains a mortgage on its home office. Interest is charged at a fixed rate of 2.6% and the loan matureshas $17.7 million in 2017. The building is usedbonds pledged as collateral to secure the loan. The loan balance at September 30, 2017 and December 31, 2016 was $0 and $184,000, respectively.for all FHLBC loans.

 

Revolving Line of Credit

 

We maintain aincreased our revolving line of credit with American Bank & Trust, which permits borrowing upa commercial bank from $2.0 million to an aggregate principal amount$4.0 million in July 2022. As of $1.75 million. This facilitySeptember 30, 2023, the balance on the line of credit was entered into during 2013 and is renewed annually with a current expiration$0. As of August 1, 2017. TheJuly 5, 2023, this line of credit is priced at 30 day LIBORprime plus 2%0.5% with a floor of 3.5%.6.00% and renews annually with a current expiration date of July 5, 2024.The Company pledged $4.0 million of business assets in the event the Company draws down on the line of credit. This agreement includes an annually calculated financial debt covenant requiring a minimum total adjusted capital of $21.0 million. Total adjusted capital is the sum of an insurer’s statutory capital and surplus as determined in accordance with the statutory accounting applicable to the annual financial statements required to be filed with Illinois Department of Insurance. As of September 30, 2023, our total adjusted capital is approximately $59.9 million. There was nointerest paid on the line of credit during the nine months ended September 30, 20172023 and $5842022.

Other Liabilities

As of interest paid on the line of credit during the nine months ended September 30, 2016. There are no financial covenants governing this agreement.   2023 and December 31, 2022, other liabilities totaled $880,000 and $1,103,000, respectively.

- 33 -

 

ESOP

 

In connection with theour conversion and public offering, the ESOP financed the purchase of 10.0% of the common stock issued in the offering for $3,500,000 with the proceeds of a loan from ICC prior to the expiration of the offering. ICC will makemakes annual contributions to the ESOP sufficient to repay that loan. See Note 8 Employee Benefits of this Form 10-Q as well as the “Management — Benefit Plans and Employment Agreements —Employee Stock Ownership Plan” section of the Company’s 2016 Annual Report on Form 10-K.10-K for the year ended December 31, 2022. 

 

~  35  ~


Table of Contents

Stock-based Incentive Plan

 

Under the stock-based incentive plan,ICC Holdings, Inc. 2016 Equity Incentive Plan, we may issuereserved for issuance a total of 490,000 shares of common stock. Of this amount, an amount equal to 10% of the350,000 shares of common stock issuedmay be granted in the offering may be used to makeform of restricted stock and stock-settled restricted stock unit awards, and 4% of the140,000 shares of common stock issuedmay be granted in the offering may be used to awardform of stock options under the stock-based incentive plan. The grant-date fair value of any common stock used for restricted stock and restricted stock unit awards will represent unearned compensation. As we accrue compensation expense to reflect the vesting of such shares, unearned compensation will be reduced accordingly. We will also compute compensation expense at the time stock optionsunits are awarded based on the fair value of such options on the date they are granted. This compensation expense will beis recognized over the appropriate service period. Restricted stock units (RSUs) have been granted every year since 2018 and most recently in April 2023. The RSUs vest one third over three years from the first anniversary of the date of grant. SeeNote 8 Employee Benefits of this Form 10-Q as well as the “Management — Benefit Plans and Employment Agreements” section of the Company’s 20162022 Annual Report on Form 10-K.

 

Liquidity and Capital Resources

 

We generate sufficient funds from our operations and maintain a high degree of liquidity in our investment portfolio to meet the demands of claim settlements and operating expenses. The primary sources of funds are premium collections, investment earnings and maturing investments. We participate in the Insured Cash Sweep (ICS) with our local bank, which maintains our operating accounts. ICS ensures that our funds are spread throughout the ICS network and no balance is higher than $250,000 each night so that all our funds are fully insured.

The increase in cash flows from financingprovided by operating activities of $2.3 million during the nine months ended September 30, 2017 relates2023 compared to the initial public offeringsame period in 2022 was due to increases in Loss and changes in debtSettlement Expense Reserves and shares outstanding.Unearned Premiums.

 

We maintain investment and reinsurance programs that are intended to provide sufficient funds to meet our obligations without forced sales of investments. We maintain a portion of our investment portfolio in relatively short-term and highly liquid assets to ensure the availability of funds.

 

Upon completion of the offering, we became subjectIn addition to the proxy solicitation, periodic reporting, insider trading prohibitionsinvestment and reinsurance programs mentioned, we have access to cash via the Federal Home Loan Bank of Chicago of $44.3 million. We have drawn down $15.0 million as of September 30, 2023. We also have a $4.0 million line of credit with a local financial institution. As of September 30, 2023, our balance on the line of credit was $0.

As of September 30, 2023, we have cash and other requirementsinvestments maturing within one year of $15.1 million and an additional $37.8 million maturing between one and five years.

We believe that over the Exchange Actnext twelve to twenty-four months our cash generated from operations and investments will provide sufficient sources of liquidity to most ofmeet our needs. In the provisions of the Sarbanes-Oxley Act of 2002. We estimate that the cost of initial compliance with the requirements of the Sarbanes-Oxley Actevent they are not sufficient, we believe our cash available from financing activities will be approximately $300,000 and that compliance with the ongoing requirements of the Exchange Act and the Sarbanes-Oxley Act will result in an increase of approximately $200,000 insufficient to cover our annual operating expenses.cash flow needs.

 

Cash flows from continuing operations for the nine months ended September 30, 20172023 and 20162022 were as follows:

 



 

 

 

 

 



Nine Months Ended September 30,

(In thousands)

2017

 

2016

Net cash provided by operating activities

$

623 

 

$

4,165 

Net cash (used in) investing activities

 

(27,794)

 

 

(2,601)

Net cash provided by (used in) financing activities

 

29,649 

 

 

(114)

Net increase (decrease) in cash and cash equivalents

$

2,478 

 

$

1,450 
  

Nine-Months Ended September 30,

 

(In thousands)

 

2023

  

2022

 

Net cash provided by operating activities

 $10,622  $8,351 

Net cash used in investing activities

  (10,701)  (3,752)

Net cash used in financing activities

  (396)  (5,925)

Net decrease in cash and cash equivalents

 $(475) $(1,326)

  

ICC Holdings, Inc’sInc.’s principal source of liquidity will beis dividend payments and other fees received from ICC, Beverage Insurance Agency Inc., and ICC Realty, LLC. ICC is restricted by the insurance laws of Illinois as to the amount of dividends or other distributions it may pay to us. Under Illinois law, there is a maximum amount that may be paid by ICC during any twelve-month period. ICC may pay dividends to us after notice to, but without prior approval of the Illinois Department of Insurance in an amount “not to exceed” the greater of (i) 10% of the surplus as regards policyholders of ICC as reported on its most recent annual statement filed with the Illinois Department of Insurance, or (ii) the statutory net income of ICC for the period covered by such annual statement. Dividends in excess of this amount are considered “extraordinary” and are subject to the approval of the Illinois Department of Insurance.

 

The amount available for payment of dividends from ICC in 20172023 without the prior approval of the Illinois Department of Insurance is approximately $3.4$6.0 million based upon the insurance company’s 20162022 annual statement. Prior to its payment of any dividend, ICC is required to provide notice of the dividend to the Illinois Department of Insurance. This notice must be provided to the Illinois Department of Insurance 30 days prior to the payment of an extraordinary dividend and 10 days prior to the payment of an ordinary dividend. The Illinois Department of Insurance has the power to limit or prohibit dividend payments if ICC is in violation of any law or regulation. These restrictions or any subsequently imposed restrictions may affect our future liquidity. ICC paid $1.3 million and $3.0 million in dividends to ICC Holdings, Inc.in the first nine months of 2023 and 2022, respectively.

  

~  36  ~

- 34 -

The following table summarizes, as of September 30, 2017 our future payments under contractual obligations and estimated claims and claims related payments for continuing operations.



 

 

 

 

 

 

 

 

 

 

 

 

 

 



Payments due by period

(In thousands)

Total

 

Less than 1 year

 

1-3 years

 

3-5 years

 

More than 5 years

Estimated gross loss and settlement expense payments

$

52,552 

 

$

20,758 

 

$

20,600 

 

$

7,095 

 

$

4,099 

Debt obligations

 

4,155 

 

 

75 

 

 

316 

 

 

3,764 

 

 

 —

Capital lease obligations

 

1,019 

 

 

126 

 

 

863 

 

 

30 

 

 

 —

Home office mortgage

 

 -

 

 

 -

 

 

 —

 

 

 —

 

 

 —

Operating lease obligations

 

192 

 

 

48 

 

 

144 

 

 

 —

 

 

 —

Total

$

57,918 

 

$

21,007 

 

$

21,924 

 

$

10,889 

 

$

4,099 

 

The actual timing of the amounts of the gross loss and loss adjustment expense payments is an estimateunknown. Loss and loss adjustment expense reserves are based on our best estimates. We base our estimates on historical experience, complex and the expectations of future payment patterns. However, the timing of these paymentssubjective judgements, and insurance market trends. Actual losses and settlement expenses paid may varydiffer significantly from the amounts stated above.reserve estimates in our financial statements.

 

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital reserves.

ItemItem 3. Quantitative and Qualitative Information about Market Risk

 

Market Risk

 

Market risk is the risk that we will incur losses due to adverse changes in the fair value of financial instruments. We have exposure to three principal types of market risk through our investment activities: interest rate risk, credit risk and equity risk. Our primary market risk exposure is to changes in interest rates. We have not entered, and do not plan to enter, into any derivative financial instruments for hedging, trading, or speculative purposes.

 

Interest Rate Risk

 

Interest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates. Our exposure to interest rate changes primarily results from our significant holdings of fixed rate investments. Fluctuations in interest rates have a direct impact on the fair value of these securities.

 

The average maturity of the debt securities in our investment portfolio atwas 8.6 and 8.8 years as of September 30, 2017, was 7.3 years.2023 and 2022, respectively. Our debt securities investments include U.S. government bonds, securities issued by government agencies, obligations of state and local governments and governmental authorities, and corporate bonds, most of which are exposed to changes in prevailing interest rates, and which may experience moderate fluctuations in fair value resulting from changes in interest rates. We carry these investments as available for sale.available-for-sale. This allows us to manage our exposure to risks associated with interest rate fluctuations through active review of our investment portfolio by our management and board of directors and consultation with our third partythird-party investment manager.

 

Fluctuations in near-term interest rates could have an impact on ourthe results of operations and cash flows. Certain of these securities may have call features. In a declining interest rate environment these securities may be called by their issuer and replaced with securities bearing lower interest rates. If we are required to sell these securities in a rising interest rate environment, we may recognize losses.

 

As a general matter, we attempt to match the durations of our assets with the durations of our liabilities. Our investment objectives include maintaining adequate liquidity to meet our operational needs, optimizing our after-tax investment income, and our after-tax total return, all of which are subject to our tolerance for risk.

 

~  37  ~


The table below shows the interest rate sensitivity of our fixed maturity investments measured in terms of fair value (which is equal to the carrying value for all of our investment securities that are subject to interest rate changes):

 

 

 

 

 

 

September 30, 2017

 

September 30, 2023

 

Hypothetical Change in Interest Rates (In thousands)

 

Estimated Change in Fair Value

 

Fair Value

 

Estimated Change in Fair Value

 

Fair Value

 

200 basis point increase

 

$

(7,799)

 

$

79,241  $(9,742) $89,358 

100 basis point increase

 

(4,004)

 

83,036  (5,084) 94,016 

No change

 

 —

 

87,040    99,100 

100 basis point decrease

 

3,978 

 

91,018 

200 basis point decrease

 

7,120 

 

94,160 
100 basis point decrease1 5,520  104,620 

200 basis point decrease1

 11,406  110,506 

 

1Assumes US rates are floored at 0%.

Credit Risk

 

Credit risk is the potential economic loss principally arising from adverse changes in the financial condition of a specific debt issuer. We address this risk by investing primarily in fixed maturity securities that are rated investment grade and at least 70% of our investment securities must be rated at least “A” by Moody’s or an equivalent rating quality. We also independently, and through our independent third partythird-party investment manager, monitor the financial condition of all of the issuers of fixed maturity securities in the portfolio. To limit our exposure to risk, we employ diversification rules that limit the credit exposure to any single issuer or asset class.

 

Equity Risk

 

Equity price risk is the risk that we will incur economic losses due to adverse changes in equity prices.

 

Impact of Inflation

Inflation increases our customers’ needs for property and casualty insurance coverage due to the increase in the value of the property covered and any potential liability exposure. Inflation also increases claims incurred by property and casualty insurers as property repairs, replacements and medical expenses increase. These cost increases reduce profit margins to the extent that rate increases are not implemented on an adequate and timely basis. We establish property and casualty insurance premiums levels before the amount of loss and loss expenses, or the extent to which inflation may impact these expenses, are known. Therefore, we attempt to anticipate the potential impact of inflation when establishing rates. Because inflation has remained relatively low in recent years, financial results have not been significantly affected by it.

ItemItem 4. Controls and Procedures

 

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

 

Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that required information is recorded, processed, summarized, and reported within the required timeframe as specified in the SEC’s rules and forms of the SEC.forms. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Our management,In connection with the preparation of this Quarterly Report on Form 10-Q, we carried out an evaluation under the supervision of and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, evaluatedas of September 30, 2023, of the effectiveness of the design and operation of our disclosure controls and procedures at September 30, 2017.procedures. Based onupon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that as of September 30, 2023, our disclosure controls and procedures were effective, at the reasonable assurance level, as of September 30, 2017.effective.

 

~  38  ~


Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) identified during the last fiscalthird quarter of 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II OTHER INFORMATION

 

ItemItem 1. Legal Proceedings

 

There were no material changes to report.

 

ItemItem 1A. Risk Factors

 

There were no material changes to report.A description of the risks associated with our business, financial conditions and results of operations is set forth in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

 

IteItem2. Unregistered Sales of Equity Securities and Use of Proceeds

 

UsePurchases of Proceeds from Initial Public OfferingEquity Securities by the Issuer and Affiliated Purchasers

 

Statement on Form S-1 (File No. 333-214081) for the initial public offeringThe following table summarizes repurchases of our common stock was declared effectivepursuant to share repurchase programs authorized by the Securities and Exchange Commission on February 14, 2017. The Registration Statement on Form S-1 authorized an aggregateBoard of 10,000,000 shares of our common stock.  On March 24, 2017, we closed our initial public offering whereby 3,500,000 shares of our common stock were sold, including 350,000 shares to the Company’s ESOP, at a public offering price of $10.00 per share.  Upon completion of the sale of the shares of our common stock, referenced in the preceding sentence, the initial public offering terminated.

The managing underwriters of the initial public offering were Griffin Financial Group. The Company paid to the underwriters of the initial public offering underwriting discounts and commissions totaling approximately $1.0 million. In addition, we incurred expenses of approximately $1.4 million which, when added to the underwriting discounts and commissions, amounted to total expenses of approximately $2.4 million. Thus, the net offering proceeds, after deducting underwriting discounts and commissions and offering expenses were approximately $28.7 million to the Company.

There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the Securities and Exchange Commission on February 13, 2017 pursuant to Rule 424(b)(4).Directors.

 

     Purchases of Equity Securities

Period

 

(a) Total number of shares (or units) purchased

  

(b) Average price paid per share (or unit)

  

(c) Total number of shares (or units) purchased as part of publicly announced plans or programs

  

(d) Maximum number (or approximate dollar value) of shares (or units) that may be purchased under the plans or programs (1)

 

July 1 – July 31, 2023

  3,600  $16.49   3,600  $4,726,183 

August 1 – August 31, 2023

  3,400  $16.28   3,400  $4,670,831 

September 1 – September 30, 2023

  865  $15.95   865  $4,657,034 

Total

  7,865  $16.34   7,865  $4,657,034 

(1)

In December 2022, the Company announced the establishment of a $5.0 million share repurchase program with no expiration date. The authorization is in addition to the existing share repurchase program authorized in August 2018.

Item 3. DefaultDefault Upon Senior Securities

 

Not applicable.

 

Item 4. MineMine Safety Disclosures

 

Not applicable.

 

ItemItem 5. Other Information

 

Not applicable.During the quarter ended September 30, 2023, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement: (each as defined in Item 408(a) and (c) of Regulation S-K).

 

~  39  ~

- 37 -

Item 6. Exhibits

 

Item 6. Exhibits

Exhibit
Number

Exhibit
Number

Description

3.1

 

Form of Amended and Restated Articles of Incorporation of ICC Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214081) filed on December 23, 2016)

3.2

 

Form of Amended and Restated Bylaws of ICC Holdings, Inc. (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214081) filed on December 23, 2016)

31.1 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

Inline XBRL (iXBRL) Documents attached as Exhibit 101

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~  40  ~


 

- 38 -

 

SIGNATURESSIGNATURES

 

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, on November 13, 2017.14, 2023.

 

ICC HOLDINGS, INC.

By:  

/s/ Arron K. Sutherland

Arron K. Sutherland

President, Chief Executive Officer and Director

(Principal Executive Officer)

By:  

/s/ Michael R. Smith

Michael R. Smith

Chief Financial Officer

(Principal Financial and Accounting Officer)

Michael R. Smith

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

~  41  ~

- 39 -