UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2020
RLI Corp.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-09463 | | 37-0889946 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
| | |
9025 North Lindbergh Drive, Peoria, IL | | 61615 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (309) 692-1000
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| | | | |
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
Common Stock $0.01 par value | | RLI | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On April 21, 2020, RLI Corp. announced its results of operations for the first quarter of 2020. Furnished as Exhibit 99.1 and incorporated herein by reference is the press release issued by RLI Corp.
Item 8.01 Other Events
The Company is also supplementing its risk factors previously disclosed in the Company’s annual report on Form 10-K for the year ended December 31, 2019 as follows:
The recent coronavirus (COVID-19) global pandemic has adversely affected our business. Epidemics, pandemics, and public health outbreaks, including the ongoing COVID-19 pandemic, could further adversely affect our business, including revenues, profitability, results of operations, and/or cash flows, in a manner and to a degree that cannot be predicted but could be material.
The global COVID-19 pandemic has resulted in and is expected to continue to result in significant disruptions in economic activity and financial markets. COVID-19 has directly and indirectly adversely affected the Company and will likely continue to do so for an uncertain period of time. The cumulative effects of COVID-19 on the Company, and the effect of any other epidemic, pandemic or public health outbreak, cannot be predicted at this time, but could include, without limitation:
| |
● | Reduced demand for our insurance policies due to reduced economic activity which could negatively impact our revenues, |
● | Reduced cash flows from our policyholders delaying premium payments, |
● | Increased costs of operations due to the remote working environments of our employees, |
● | Increased claims, losses, litigation, and related expenses, |
● | Legislative, regulatory, and judicial actions in response to COVID-19, including, but not limited to, actions prohibiting us from cancelling insurance policies in accordance with our policy terms, requiring us to cover losses when our policies did not provide coverage or excluded coverage, ordering us to provide premium refunds, granting extended grace periods for payment of premiums, and providing for extended periods of time to pay past due premiums, |
● | Policyholder losses from COVID-19-related claims could be greater than our reserves for those losses, |
● | Volatility and declines in financial markets which, in response to COVID-19, has reduced, and could continue to reduce, the fair market value of, or result in the impairment of, invested assets held by the Company, and |
● | the decline in interest rates which could reduce future investment results. |
See Part I, Item 1A, Risk Factors, of the 2019 Annual Report on Form 10-K for a detailed discussion of the risk factors affecting the Company. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in Part I, Item 1A, Risk Factors, of the 2019 Annual Report on Form 10-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit No. | | Description |
| | |
99.1 | | Press Release dated April 21, 2020 This Exhibit is furnished pursuant to Item 2.02 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934. |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Pril | | |
| RLI CORP. | |
| | |
Date: April 21, 2020 | By: | /s/ Todd W. Bryant |
| | Todd W. Bryant |
| Vice President, Chief Financial Officer |