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ICC Holdings, Inc. - Quarter Report: 2017 June (Form 10-Q)

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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



For the quarterly period ended June 30, 2017

or



 

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



For transition period from                      to                     .

Commission File Number: 333-214081

ICC Holdings, 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)

_______________________________

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    No 

Indicate by check mark whether the Registrant has submitted electronically 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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (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 August 9, 2017 was 3,158,680.

 



 

 


 

Table of Contents

 

Table of Contents





 

 



 

Page 

PART I

 

 

Item 1.

Financial Statements



Condensed Consolidated Balance Sheets as of June 30, 2017 (unaudited) and December 31, 2016



Condensed Consolidated Statements of Earnings and Comprehensive Earnings For the Three-Month Periods Ended June 30, 2017 and 2016 (unaudited)



Condensed Consolidated Statements of Earnings and Comprehensive Earnings For the Six-Month Periods Ended June 30, 2017 and 2016 (unaudited)



Condensed Consolidated Statements of Cash Flows For the Six-Month Periods Ended June 30, 2017 and 2016 (unaudited)



Notes to Unaudited Condensed Consolidated Financial Statements

Item 2.

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

19 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

36 

Item 4.

Controls and Procedures

37 



 

 

PART II

 

 

Item 1.

Legal Proceedings

37 

Item 1A.

Risk Factors

37 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

38 

Item 3.

Default Upon Senior Securities

38 

Item 4.

Mine Safety Disclosures

38 

Item 5.

Other Information

38 

Item 6.

Exhibits

39 



 

 

Signatures 

40 



 

~  2  ~


 

Table of Contents

 

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

ICC Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets





 

 

 

 

 

 

 

 

 

 

 

 

 



 

As of



 

June 30,

 

December 31,



 

2017

 

2016



 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

 

Investments and cash:

 

 

 

 

 

 

Available for sale securities, at fair value

 

 

 

 

 

 

Fixed maturity securities (amortized cost - $81,233,167 at

 

$

83,005,975 

 

$

64,134,023 

6/30/2017 and $62,929,091 at 12/31/2016)

 

 

 

 

 

 

Common stocks¹ (cost - $9,823,126 at

 

 

10,590,764 

 

 

6,982,547 

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

 

 

 

 

 

 

Preferred stocks (cost - $3,669,342 at

 

 

3,782,049 

 

 

2,798,413 

6/30/2017 and $2,925,434 at 12/31/2016)

 

 

 

 

 

 

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

 

 

2,852,216 

 

 

2,207,424 

$83,872 at 6/30/2017 and $50,948 at 12/31/2016

 

 

 

 

 

 

Cash and cash equivalents

 

 

10,102,965 

 

 

4,376,847 

Total investments and cash

 

 

110,333,969 

 

 

80,499,254 

Accrued investment income

 

 

647,126 

 

 

524,156 

Premiums and reinsurance balances receivable, net of allowances for

 

 

17,841,248 

 

 

17,479,487 

uncollectible amounts of $50,000 at 6/30/2017 and 12/31/2016

 

 

 

 

 

 

Ceded unearned premiums

 

 

296,208 

 

 

270,751 

Reinsurance balances recoverable on unpaid losses and settlement expenses,

 

 

9,750,254 

 

 

12,114,998 

net of allowances for uncollectible amounts of $0 at 6/30/2017 and 12/31/2016

 

 

 

 

 

 

Federal income taxes

 

 

1,023,361 

 

 

1,037,506 

Deferred policy acquisition costs, net

 

 

4,302,888 

 

 

4,162,927 

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

 

 

3,657,217 

 

 

3,719,535 

$4,571,613 at 6/30/2017 and $4,308,247 at 12/31/2016

 

 

 

 

 

 

Other assets

 

 

1,319,812 

 

 

2,351,347 

Total assets

 

$

149,172,083 

 

$

122,159,961 



 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Unpaid losses and settlement expenses

 

$

49,691,372 

 

$

52,817,254 

Unearned premiums

 

 

25,800,387 

 

 

24,777,712 

Reinsurance balances payable

 

 

130,221 

 

 

109,790 

Corporate debt

 

 

4,991,138 

 

 

3,786,950 

Accrued expenses

 

 

3,181,956 

 

 

4,827,042 

Other liabilities

 

 

1,312,382 

 

 

2,241,003 

Total liabilities

 

 

85,107,456 

 

 

88,559,751 

Equity:

 

 

 

 

 

 

Common stock2  

 

 

35,000 

 

 

 —

Additional paid-in capital

 

 

32,631,781 

 

 

 —

Accumulated other comprehensive earnings, net of tax

 

 

1,751,083 

 

 

1,154,175 

Retained earnings

 

 

33,059,956 

 

 

32,446,035 

Less: Unearned Employee Stock Ownership Plan shares at cost3

 

 

(3,413,193)

 

 

 —

Total equity

 

 

64,064,627 

 

 

33,600,210 

Total liabilities and equity

 

$

149,172,083 

 

$

122,159,961 



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: 2017 - 10,000,000 shares and  2016 - 0 shares; issued: 2017 - 3,500,000 and 2016 - 0 shares;  outstanding: 2017 - 3,158,680 and 2016 - 0 shares.

32017 –348,054 shares and 2016 – 0 shares



See accompanying notes to consolidated financial statements. 

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ICC Holdings, Inc and Subsidiaries

Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited)







 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three-Months Ended



 

June 30,



 

2017

 

2016

Net premiums earned

 

$

10,710,758 

 

$

10,555,466 

Net investment income

 

 

688,963 

 

 

422,068 

Net realized investment (losses) gains

 

 

(3)

 

 

13,970 

Other-than-temporary impairment losses

 

 

(57,316)

 

 

 —

Other income

 

 

64,722 

 

 

17,536 

Consolidated revenues

 

 

11,407,124 

 

 

11,009,040 

Losses and settlement expenses

 

 

6,864,258 

 

 

6,177,420 

Policy acquisition costs and other operating expenses

 

 

4,720,298 

 

 

4,011,294 

Interest expense on debt

 

 

57,229 

 

 

50,275 

General corporate expenses

 

 

128,905 

 

 

106,582 

Total expenses

 

 

11,770,690 

 

 

10,345,571 

(Loss) earnings before income taxes

 

 

(363,566)

 

 

663,469 

Total income tax (benefit) expense

 

 

(128,443)

 

 

242,897 

Net (loss) earnings

 

$

(235,123)

 

$

420,572 



 

 

 

 

 

 

Other comprehensive earnings, net of tax

 

 

542,427 

 

 

810,414 

Comprehensive earnings

 

$

307,304 

 

$

1,230,986 



 

 

 

 

 

 

(Loss) earnings per share1:

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

Basic net (loss) earnings per share

 

 

$           (0.07)

 

 

$            0.13

Diluted:

 

 

 

 

 

 

Diluted net (loss) earnings per share

 

 

$           (0.07)

 

 

$            0.13



 

 

 

 

 

 

Weighted average number of common shares outstanding2:

 

 

 

 

 

 

Basic

 

 

3,153,876 

 

 

3,150,000 

Diluted

 

 

3,153,876 

 

 

3,150,000 



1The unaudited pro forma earnings per share for the three months ended June 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 June 30, 2016 is based off of 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 June 30, 2016.



See accompanying notes to consolidated financial statements.

~  4  ~


 

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ICC Holdings, Inc and Subsidiaries

Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited)













 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six-Months Ended



 

June 30,



 

2017

 

2016

Net premiums earned

 

$

21,548,864 

 

$

20,846,228 

Net investment income

 

 

1,161,287 

 

 

769,894 

Net realized investment gains

 

 

444,778 

 

 

138,218 

Other-than-temporary impairment losses

 

 

(57,316)

 

 

 —

Other income

 

 

148,980 

 

 

75,861 

Consolidated revenues

 

 

23,246,593 

 

 

21,830,201 

Losses and settlement expenses

 

 

13,463,642 

 

 

12,556,916 

Policy acquisition costs and other operating expenses

 

 

8,454,950 

 

 

7,543,274 

Interest expense on debt

 

 

109,539 

 

 

91,622 

General corporate expenses

 

 

268,120 

 

 

199,471 

Total expenses

 

 

22,296,251 

 

 

20,391,283 

Earnings before income taxes

 

 

950,342 

 

 

1,438,918 

Total income tax expense

 

 

336,421 

 

 

548,350 

Net earnings

 

$

613,921 

 

$

890,568 



 

 

 

 

 

 

Other comprehensive earnings, net of tax

 

 

596,908 

 

 

1,819,432 

Comprehensive earnings

 

$

1,210,829 

 

$

2,710,000 



 

 

 

 

 

 

Earnings per share1:

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

Basic net earnings per share

 

 

$            0.19

 

 

$            0.28

Diluted:

 

 

 

 

 

 

Diluted net earnings per share

 

 

$            0.19

 

 

$            0.28



 

 

 

 

 

 

Weighted average number of common shares outstanding2:

 

 

 

 

 

 

Basic

 

 

3,151,946 

 

 

3,150,000 

Diluted

 

 

3,151,946 

 

 

3,150,000 



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



2Weighted average number of common shares outstanding for the six months ended June 30, 2016 is based off of 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 six months ended June 30, 2016.



See accompanying notes to consolidated financial statements.





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ICC Holdings, Inc and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)







 

 

 

 

 



 

 

 

 

 



Six-Month Periods Ended June 30,



2017

 

2016

Cash flows from operating activities:

 

 

 

 

 

Net earnings

$

613,921 

 

$

890,568 

Adjustments to reconcile net earnings to net cash provided

 

 

 

 

 

by (used in) operating activities

 

 

 

 

 

Net realized investment gains

 

(444,778)

 

 

(138,218)

Other-than-temporary impairment losses

 

57,316 

 

 

 —

Depreciation

 

428,161 

 

 

385,482 

Deferred income tax

 

190,257 

 

 

71,355 

Amortization of bond premium and discount

 

135,265 

 

 

108,231 

Change in:

 

 

 

 

 

Accrued investment income

 

(122,970)

 

 

75,445 

Premiums and reinsurance balances receivable (net)

 

(361,761)

 

 

(1,615,924)

Reinsurance balances payable

 

20,431 

 

 

233,285 

Ceded unearned premiums

 

(25,457)

 

 

(212,916)

Reinsurance balances recoverable

 

2,364,744 

 

 

3,977,646 

Deferred policy acquisition costs

 

(139,961)

 

 

(231,691)

Accrued expenses

 

(1,645,086)

 

 

(832,888)

Unpaid losses and settlement expenses

 

(3,125,882)

 

 

(3,668,703)

Unearned premiums

 

1,022,675 

 

 

1,314,329 

Current federal income tax

 

(483,608)

 

 

473,794 

Other

 

102,915 

 

 

(277,439)

Net cash (used in) provided by operating activities

 

(1,413,818)

 

 

552,356 

Cash flows from investing activities:

 

 

 

 

 

Purchases of:

 

 

 

 

 

Fixed maturity securities, available-for-sale

 

(22,821,724)

 

 

(4,570,653)

Common stocks, available-for-sale

 

(5,216,872)

 

 

(388,740)

Preferred stock, available-for-sale

 

(638,922)

 

 

 —

Property and equipment

 

(333,887)

 

 

(584,052)

Property held for investment

 

(677,714)

 

 

(1,626,245)

Proceeds from sales, maturities and calls of:

 

 

 

 

 

Fixed maturity securities, available-for-sale

 

4,414,597 

 

 

7,495,759 

Common stocks, available-for-sale

 

1,955,715 

 

 

 —

Property and equipment

 

967 

 

 

19,300 

Net cash (used in) provided by investing activities

 

(23,317,840)

 

 

345,369 

Cash flows from financing activities:

 

 

 

 

 

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

 

29,253,588 

 

 

 —

Proceeds from loan

 

3,499,149 

 

 

 —

Proceeds from sale leaseback

 

 —

 

 

777,643 

Repayments of borrowed funds

 

(2,294,961)

 

 

(307,883)

Demutualization costs

 

 —

 

 

(161,020)

Net cash provided by financing activities

 

30,457,776 

 

 

308,740 

Net increase in cash and cash equivalents

 

5,726,118 

 

 

1,206,465 

Cash and cash equivalents at beginning of year

 

4,376,847 

 

 

2,179,511 

Cash and cash equivalents at end of period

$

10,102,965 

 

$

3,385,976 

Supplemental information:

 

 

 

 

 

Federal income tax paid

$

600,000 

 

$

 —

Interest paid

 

109,451 

 

 

93,198 



See accompanying notes to consolidated financial statements. 

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Table of Contents

 

Notes to Unaudited Condensed Consolidated Financial Statements



1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



A.     DESCRIPTION OF BUSINESS



ICC Holdings, Inc. is a Pennsylvania corporation that was organized in 2016. As used in this Form 10-Q, references to “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. On a stand-alone basis ICC Holdings, Inc 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. ICC is an 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 stocks 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 $29.1 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 six months ended June 30, 2017, include ICC Holdings and subsidiaries. The financial statements as of December 31, 2016, as of June 30, 2016, and for the three and six months ended June 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.



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 Colorado, Illinois, Iowa, Indiana, Kansas, Minnesota, Missouri, Wisconsin, and Ohio and markets through independent agents. Approximately 36.5% and 39.3% of the premium is written in Illinois for the three months ended June 30, 2017 and 2016, respectively. For the six months ended June 30, 2017 and 2016, respectively, approximately 36.2% and 39.3% 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 the Company operates as a single segment.



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.  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 December 31, 2016, was derived from the audited consolidated balance sheet of ICC as of that date. 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 June 30, 2017, and 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.



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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.



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 six months ended June 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 six month periods ended June 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



Annually, the Company reviews the major asset classes of property and equipment held for impairment. For the periods ended June 30, 2017 and 2016, the Company recognized no impairments.  Property and equipment are summarized as follows:







 

 

 

 

 

 

 

 

 

 

 

 

 



 

As of



 

June 30,

 

December 31,



 

2017

 

2016

Automobiles

 

$

744,211 

 

$

668,794 

Furniture and fixtures

 

 

405,494 

 

 

516,318 

Computer equipment and software

 

 

3,349,190 

 

 

3,151,676 

Home office

 

 

3,729,936 

 

 

3,690,994 

Total cost

 

 

8,228,831 

 

 

8,027,782 

Accumulated depreciation

 

 

(4,571,613)

 

 

(4,308,247)

Net property and equipment

 

$

3,657,217 

 

$

3,719,535 



F.     COMPREHENSIVE EARNINGS



Comprehensive earnings include net earnings plus unrealized gains and 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, the Company used a 34 percent tax rate.



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







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three-Month Periods Ended June 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

 

$

764,541 

 

$

(259,944)

 

$

504,597 

 

$

1,241,870 

 

$

(422,236)

 

$

819,634 

Reclassification adjustment for

  (gains) losses included in net earnings

 

 

57,319 

 

 

(19,489)

 

 

37,830 

 

 

(13,970)

 

 

4,750 

 

 

(9,220)

Total other comprehensive (loss)

  earnings

 

$

821,860 

 

$

(279,433)

 

$

542,427 

 

$

1,227,900 

 

$

(417,486)

 

$

810,414 











 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Six-Month Periods Ended June 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

 

$

1,291,868 

 

$

(439,235)

 

$

852,633 

 

$

2,894,933 

 

$

(984,277)

 

$

1,910,656 

Reclassification adjustment for
  (gains) losses included in net earnings

 

 

(387,462)

 

 

131,737 

 

 

(255,725)

 

 

(138,218)

 

 

46,994 

 

 

(91,224)

Total other comprehensive earnings (loss)

 

$

904,406 

 

$

(307,498)

 

$

596,908 

 

$

2,756,715 

 

$

(937,283)

 

$

1,819,432 



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







 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts Reclassified from

Accumulated Other Comprehensive Earnings

Details about Accumulated Other

 

Three-Months Ended June 30,

 

Six-Month Periods Ended June 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

$

 

$

(13,970)

 

$

(444,778)

 

$

(138,218)

 

Net realized investment gains



 

 

57,316 

 

 

 —

 

 

57,316 

 

 

 —

 

Other-than-temporary impairment losses



 

 

(19,489)

 

 

4,750 

 

 

131,737 

 

 

46,994 

 

Income tax expense

Total reclassification adjustment, net of tax

 

$

37,830 

 

$

(9,220)

 

$

(255,725)

 

$

(91,224)

 

 

 

2.     INVESTMENTS 



The Company’s investments include fixed income debt securities and common and preferred stock equity securities. All of the Company’s investments are presented 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 Contents

 

The following is a summary of the proceeds from sales, maturities, and calls of available-for-sale securities and the related gross realized gains and losses for the six-months ended June 30, 2017 and 2016.







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six-Months Ended Ended June 30,



 

 

 

 

 

 

 

 

 

 

Net realized



 

Proceeds

 

Gains

 

Losses

 

gain

2017

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities

 

$

4,414,597 

 

$

29,328 

 

$

(21)

 

$

29,307 

Common stocks

 

 

1,955,715 

 

 

415,471 

 

 

 —

 

 

415,471 

2016

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities

 

$

7,495,759 

 

$

148,842 

 

$

(10,624)

 

$

138,218 







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







 

 

 

 

 

 



 

 

 

 

 

 



 

Amortized Cost

 

Fair Value

Due in one year or less

 

$

2,252,559 

 

$

2,258,033 

Due after one year through five years

 

 

18,973,053 

 

 

19,521,392 

Due after five years through 10 years

 

 

15,001,686 

 

 

15,712,972 

Due after 10 years

 

 

18,458,796 

 

 

18,985,877 

Asset and mortgage backed securities without a specific due date

 

 

26,547,073 

 

 

26,527,701 

Total fixed maturity securities

 

$

81,233,167 

 

$

83,005,975 



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

~  10  ~


 

Table of Contents

 



The following table is a schedule of cost or amortized cost and estimated fair values of investments in fixed income and equity securities as of June 30, 2017 and December 31, 2016:  









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Cost or

 

 

 

 

Gross Unrealized



 

Amortized Cost

 

Fair Value

 

Gains

 

Losses

2017

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury

 

$

1,345,794 

 

$

1,344,461 

 

$

2,526 

 

$

(3,859)

MBS/ABS/CMBS

 

 

26,547,073 

 

 

26,527,701 

 

 

199,808 

 

 

(219,180)

Corporate

 

 

30,452,133 

 

 

31,455,183 

 

 

1,041,383 

 

 

(38,333)

Municipal

 

 

22,888,167 

 

 

23,678,630 

 

 

845,066 

 

 

(54,603)

Total fixed maturity securities

 

 

81,233,167 

 

 

83,005,975 

 

 

2,088,783 

 

 

(315,975)

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

 

9,823,126 

 

 

10,590,764 

 

 

799,138 

 

 

(31,500)

Preferred stocks

 

 

3,669,342 

 

 

3,782,049 

 

 

122,402 

 

 

(9,695)

Total equity securities

 

 

13,492,468 

 

 

14,372,813 

 

 

921,540 

 

 

(41,195)

Total AFS securities

 

$

94,725,635 

 

$

97,378,788 

 

$

3,010,323 

 

$

(357,170)







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

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)



Included within MBS/ABS/CMBS, as defined in Note 3 – Fair Value Disclosures, are residential mortgage backed securities with fair values of  14,636,934 and $10,288,405 and commercial mortgage backed securities of $7,555,799 and $7,600,109 at June 30, 2017 and December 31, 2016, respectively.

~  11  ~


 

Table of Contents

 

ANALYSIS



The following table is also used as part of the impairment analysis and displays the total value of securities that were in an unrealized loss position as of June 30, 2017, and December 31, 2016. The table segregates the securities based on type, noting the fair value, cost (or amortized 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.







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

June 30, 2017

 

December 31, 2016



 

 

 

 

12 Mos

 

 

 

 

 

 

 

12 Mos

 

 

 



 

< 12 Mos.

 

& Greater

 

Total

 

< 12 Mos.

 

& Greater

 

Total

U.S. Treasury

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

$

995,793 

 

$

 —

 

$

995,793 

 

$

993,576 

 

$

 —

 

$

993,576 

Cost or Amortized cost

 

 

999,652 

 

 

 —

 

 

999,652 

 

 

999,520 

 

 

 —

 

 

999,520 

Unrealized Loss

 

 

(3,859)

 

 

 —

 

 

(3,859)

 

 

(5,944)

 

 

 —

 

 

(5,944)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MBS/ABS/CMBS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

12,082,093 

 

 

157,116 

 

 

12,239,209 

 

 

10,712,987 

 

 

322,641 

 

 

11,035,628 

Cost or Amortized cost

 

 

12,300,773 

 

 

157,616 

 

 

12,458,389 

 

 

10,968,840 

 

 

323,901 

 

 

11,292,741 

Unrealized Loss

 

 

(218,680)

 

 

(500)

 

 

(219,180)

 

 

(255,853)

 

 

(1,260)

 

 

(257,113)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

3,588,228 

 

 

989,820 

 

 

4,578,048 

 

 

5,476,442 

 

 

984,115 

 

 

6,460,557 

Cost or Amortized cost

 

 

3,616,936 

 

 

999,445 

 

 

4,616,381 

 

 

5,552,624 

 

 

999,376 

 

 

6,552,000 

Unrealized Loss

 

 

(28,708)

 

 

(9,625)

 

 

(38,333)

 

 

(76,182)

 

 

(15,261)

 

 

(91,443)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Municipal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

2,532,093 

 

 

 —

 

 

2,532,093 

 

 

2,995,362 

 

 

 —

 

 

2,995,362 

Cost or Amortized cost

 

 

2,586,696 

 

 

 —

 

 

2,586,696 

 

 

3,130,204 

 

 

 —

 

 

3,130,204 

Unrealized Loss

 

 

(54,603)

 

 

 —

 

 

(54,603)

 

 

(134,842)

 

 

 —

 

 

(134,842)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal, fixed income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

19,198,207 

 

 

1,146,936 

 

 

20,345,143 

 

 

20,178,367 

 

 

1,306,756 

 

 

21,485,123 

Cost or Amortized cost

 

 

19,504,057 

 

 

1,157,061 

 

 

20,661,118 

 

 

20,651,188 

 

 

1,323,277 

 

 

21,974,465 

Unrealized Loss

 

 

(305,850)

 

 

(10,125)

 

 

(315,975)

 

 

(472,821)

 

 

(16,521)

 

 

(489,342)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

623,300 

 

 

 —

 

 

623,300 

 

 

 —

 

 

445,872 

 

 

445,872 

Cost or Amortized cost

 

 

654,800 

 

 

 —

 

 

654,800 

 

 

 —

 

 

479,801 

 

 

479,801 

Unrealized Loss

 

 

(31,500)

 

 

 —

 

 

(31,500)

 

 

 —

 

 

(33,929)

 

 

(33,929)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

705,550 

 

 

 —

 

 

705,550 

 

 

2,328,345 

 

 

 —

 

 

 —

Cost or Amortized cost

 

 

715,245 

 

 

 —

 

 

715,245 

 

 

2,460,791 

 

 

 —

 

 

 —

Unrealized Loss

 

 

(9,695)

 

 

 —

 

 

(9,695)

 

 

(132,446)

 

 

 —

 

 

(132,446)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value

 

 

20,527,057 

 

 

1,146,936 

 

 

21,673,993 

 

 

22,506,712 

 

 

1,752,628 

 

 

24,259,340 

Cost or amortized cost

 

 

20,874,102 

 

 

1,157,061 

 

 

22,031,163 

 

 

23,111,979 

 

 

1,803,078 

 

 

24,915,057 

Unrealized Loss

 

$

(347,045)

 

$

(10,125)

 

$

(357,170)

 

$

(605,267)

 

$

(50,450)

 

$

(655,717)



As of June 30, 2017, the Company held 6 common equity and preferred stock securities in an unrealized loss position. Of these 6 securities, none have been in an unrealized loss position for 12 consecutive months or longer. 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 49 securities in an unrealized loss position as of June 30, 2017. Of these 49 securities, three have been in an unrealized loss position for 12 consecutive months or longer and represent $10,125 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. Based on management’s analysis, the fixed income portfolio is of a high credit quality and it is believed it will recover the amortized cost basis of the fixed income securities. Management monitors the

~  12  ~


 

Table of Contents

 

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 six months ended June 30, 2017, the Company 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. During the first six months of 2016, the Company did not recognize any impairment losses. For all fixed income securities at a  loss at June 30, 2017, management believes it is probable the Company will receive all contractual payments in the form of principal and interest. In addition, the Company is not required to, nor does it intend to sell these investments prior to recovering the entire amortized cost basis of each security, which may be maturity. Management does not consider these investments to be other-than-temporarily impaired at June 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 June 30, 2017 and December 31, 2016.



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 3 is 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-party pricing sources to determine fair values. Management has obtained an understanding of the third-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 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-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.



Mortgage-backed Securities (MBS)/Collateralized Mortgage Obligations (CMO) 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/CMO and ABS with corroborated and observable inputs are classified as Level 2. All MBS/CMO and ABS holdings are deemed Level 2.



U.S. Treasury Bonds, Common Stocks and Exchange Traded 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 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, cash equivalents, and the mortgage on the home office, their carrying amounts are reasonable estimates of fair value. Reported in Note 4–Debt, the surplus notes, capital lease obligations, and other debt obligations 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 office and the surplus notes are carried at Level 2 of the hierarchy.



Assets measured at fair value on a recurring basis as of June 30, 2017, 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

 

$

1,344,461 

 

$

 —

 

$

 —

 

$

1,344,461 

MBS/ABS/CMBS

 

 

 —

 

 

26,527,701 

 

 

 —

 

 

26,527,701 

Corporate

 

 

 —

 

 

31,455,183 

 

 

 —

 

 

31,455,183 

Municipal

 

 

 —

 

 

23,678,630 

 

 

 —

 

 

23,678,630 

Total fixed maturity securities

 

 

1,344,461 

 

 

81,661,514 

 

 

 —

 

 

83,005,975 

Equity securities

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

 

10,590,764 

 

 

 —

 

 

 —

 

 

10,590,764 

Preferred stocks

 

 

 —

 

 

3,782,049 

 

 

 —

 

 

3,782,049 

Total equity securities

 

 

10,590,764 

 

 

3,782,049 

 

 

 —

 

 

14,372,813 

Total AFS securities

 

$

11,935,225 

 

$

85,443,563 

 

$

 —

 

$

97,378,788 



Assets measured at fair value on a recurring basis as of December 31, 2016, 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

 

$

1,241,125 

 

$

 —

 

$

 —

 

$

1,241,125 

MBS/ABS/CMBS

 

 

 —

 

 

19,677,200 

 

 

 —

 

 

19,677,200 

Corporate

 

 

 —

 

 

28,344,907 

 

 

 —

 

 

28,344,907 

Municipal

 

 

 —

 

 

14,870,791 

 

 

 —

 

 

14,870,791 

Total fixed maturity securities

 

 

1,241,125 

 

 

62,892,898 

 

 

 —

 

 

64,134,023 

Equity securities

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

 

6,982,547 

 

 

 —

 

 

 —

 

 

6,982,547 

Preferred stocks

 

 

 —

 

 

2,798,413 

 

 

 —

 

 

2,798,413 

Total equity securities

 

 

6,982,547 

 

 

2,798,413 

 

 

 —

 

 

9,780,960 

Total AFS seuciriteis

 

$

8,223,672 

 

$

65,691,311 

 

$

 —

 

$

73,914,983 



As noted in the previous tables, the Company did not have any assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of June 30, 2017, and December 31, 2016. Additionally, there were no securities transferred in or out of Levels 1 or 2 during the six-month periods ended June 30, 2017 and 2016.

 

4.     DEBT



As of June 30, 2017 and December 31, 2016, outstanding debt balances totaled $4,991,138 and $3,786,950, respectively. The Company incurred interest expense for the six-month periods ended June 30, 2017, and 2016, of $109,539 and $91,622,  

~  14  ~


 

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respectively. The Company incurred interest expense of $57,229 and $50,275 for the three months ended June 30, 2017 and 2016, respectively. The average rate on remaining debt was 4.0% as of June 30, 2017, compared to 5.0% as of December 31, 2016.  



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







 

 

 

 

 

 

 

 

 

 

 

 

 



 

June 30,

 

December 31,



 

2017

 

2016

Surplus notes

 

$

 —

 

$

1,850,000 

Capital lease obligation

 

 

1,018,754 

 

 

1,227,541 

Debt obligation

 

 

3,945,948 

 

 

525,619 

Home office mortgage

 

 

26,436 

 

 

183,790 

Total

 

$

4,991,138 

 

$

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 off 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 June 30, 2017, and December 31, 2016, respectively. There was no gain or loss recognized as part of this transaction. For the three months ended June 30, 2017 and 2016, the lease payments totaled $125,494 and $146,622.  Lease payments totaled $250,988 and $208,733 for the six months ended June 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 June 30, 2017 was $1,018,754 compared to  $1,227,541 at Decemeber 31, 2016.



Debt Obligation



The Company entered into a debt agreement in 2017 for $3,500,000 with American Bank & Trust to fund the purchase of the ESOP shares. The term of the loan is five years bearing interest at 3.65%. The Company pledged the ESOP shares and $1.5 million of trust assets as collateral for the loan. Additionally, 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 are 36 months, but the Company has the option to prepay the $500,000 loan after 12 months. The total balance of the debt agreements at June 30, 2017 and December 31, 2016 was $3,945,948 and $525,619, respectively. The Bofi loans bear interest at 4.7%. Interest paid for the three and six months ended June 30, 2017  was $37,774 and $44,948, respectively. There were no borrowings and there was no interest paid on the line of credit for the six months ended June 30, 2016.



Home Office Mortgage



The Company maintains a mortgage on its home office. Interest is charged at a fixed rate of 2.6% and the loan matures in 2017. The building is used as collateral to secure the loan. The loan balance at June 30, 2017 and December 31, 2016 was $26,436 and $183,790, respectively. The interest paid on the loan during the six months ended June 30,  2017 and 2016, was $1,487 and 5,576, respectively.  



Revolving Line of Credit



We maintain a revolving line of credit with American Bank & Trust, which permits borrowing up to an aggregate principal amount of $1.75 million. This facility was entered into during 2013 and is renewed annually with a current expiration of August 1, 2017. The line of credit is priced at 30 day LIBOR plus 2% with a floor of 3.5%.  There was no  interest paid on the line of credit during the six months ended June 30, 2017 and $584 of interest paid on the line of credit during the six months ended June 30, 2016. There are no financial covenants governing this agreement.

 

~  15  ~


 

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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, although certain treaties contain an annual aggregate deductible before reinsurance applies.



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











 

 

 

 

 

 



 

 

 

 

 

 



 

Three-Month Periods Ended June 30,



 

2017

 

2016

WRITTEN

 

 

 

 

 

 

Direct

 

$

13,821,048 

 

$

13,801,168 

Reinsurance assumed

 

 

63,549 

 

 

85,665 

Reinsurance ceded

 

 

(1,990,712)

 

 

(2,106,014)

Net

 

$

11,893,885 

 

$

11,780,819 

EARNED

 

 

 

 

 

 

Direct

 

$

12,580,381 

 

$

12,447,927 

Reinsurance assumed

 

 

67,956 

 

 

83,482 

Reinsurance ceded

 

 

(1,937,579)

 

 

(1,975,943)

Net

 

$

10,710,758 

 

$

10,555,466 

LOSS AND SETTLEMENT EXPENSES INCURRED

 

 

 

 

 

 

Direct

 

$

8,583,336 

 

$

5,958,742 

Reinsurance assumed

 

 

20,026 

 

 

33,351 

Reinsurance ceded

 

 

(1,739,104)

 

 

185,327 

Net

 

$

6,864,258 

 

$

6,177,420 







 

 

 

 

 

 



 

 

 

 

 

 



 

Six-Month Periods Ended June 30,



 

2017

 

2016

WRITTEN

 

 

 

 

 

 

Direct

 

$

26,409,639 

 

$

25,878,233 

Reinsurance assumed

 

 

103,385 

 

 

131,385 

Reinsurance ceded

 

 

(3,966,942)

 

 

(4,061,978)

Net

 

$

22,546,082 

 

$

21,947,640 

EARNED

 

 

 

 

 

 

Direct

 

$

25,373,175 

 

$

24,552,444 

Reinsurance assumed

 

 

117,174 

 

 

142,846 

Reinsurance ceded

 

 

(3,941,485)

 

 

(3,849,062)

Net

 

$

21,548,864 

 

$

20,846,228 

LOSSES AND SETTLEMENT EXPENSES INCURRED

 

 

 

 

 

 

Direct

 

$

16,452,838 

 

$

17,248,096 

Reinsurance assumed

 

 

62,458 

 

 

55,950 

Reinsurance ceded

 

 

(3,051,654)

 

 

(4,747,130)

Net

 

$

13,463,642 

 

$

12,556,916 

 

~  16  ~


 

Table of Contents

 

6.     UNPAID LOSSES AND SETTLEMENT EXPENSES



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







 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six-Months Ended



 

June 30,

 

June 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

 

 

13,804 

 

 

12,781 

Prior years

 

 

(340)

 

 

(224)

Total incurred

 

 

13,464 

 

 

12,557 

Deduct: Loss and settlement expense payments for claims incurred:

 

 

 

 

 

 

Current year

 

 

4,727 

 

 

2,608 

Prior years

 

 

9,498 

 

 

10,017 

Total paid

 

 

14,225 

 

 

12,625 

Net unpaid losses and settlement expense - end of the period

 

 

39,941 

 

 

41,830 

Plus: Reinsurance recoverable on unpaid losses

 

 

9,750 

 

 

15,557 

Gross unpaid losses and settlement expense - end of the period

 

$

49,691 

 

$

57,387 

 

7.     INCOME TAXES



The Company’s effective tax rate for the six month period ended June 30, 2017, was 35.4%, compared to 38.1% for the same period in 2016. Effective rates are dependent upon components of pretax earnings and the related tax effects.



Income tax expense for the three and six-month periods ended June 30, 2017 and 2016, differed from the amounts computed by applying the U.S. federal tax rate of 34% to pretax income from continuing operations as demonstrated in the following tables:







 

 

 

 

 

 



 

 

 

 

 

 



 

For the Three-Months Ended



 

June 30,



 

2017

 

2016

Provision for income taxes at the statutory federal tax rates

 

$

(123,612)

 

$

225,579 

Increase (reduction) in taxes resulting from:

 

 

 

 

 

 

Dividends received deduction

 

 

(9,104)

 

 

 —

Tax-exempt interest income

 

 

(51,643)

 

 

(38,931)

15% proration of tax exempt interest and dividends received decution

 

 

9,112 

 

 

5,839 

Officer life insurance, net

 

 

5,793 

 

 

5,793 

Nondeductible expenses

 

 

8,530 

 

 

111,434 

Prior year true-ups and other

 

 

32,481 

 

 

(66,817)

Total

 

$

(128,443)

 

$

242,897 









 

 

 

 

 

 



 

 

 

 

 

 



 

For the Six-Months Ended



 

June 30,



 

2017

 

2016

Provision for income taxes at the statutory federal tax rates

 

$

323,116 

 

$

489,232 

Increase (reduction) in taxes resulting from:

 

 

 

 

 

 

Dividends received deduction

 

 

(18,207)

 

 

 —

Tax-exempt interest income

 

 

(91,981)

 

 

(82,596)

15% proration of tax exempt interest and dividends received decution

 

 

16,528 

 

 

12,389 

Officer life insurance, net

 

 

10,796 

 

 

11,587 

Nondeductible expenses

 

 

17,341 

 

 

121,654 

Prior year true-ups and other

 

 

78,828 

 

 

(3,916)

Total

 

$

336,421 

 

$

548,350 

~  17  ~


 

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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 June 30, 2017 and December 31, 2016, the Company does not have any capital or operating loss carryforwards. Periods still subject to Internal Revenue Service (IRS) audit include 2013 through current year. There are currently no open tax exams.

 



8.     EMPLOYEE BENEFITS



ESOP



In connection with our conversion and public offering, we establish 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, the ESOP uses funds it receiveds to repay the loan. When loan payments are made, ESOP shares are allocated to participants based on relative compensation and expense is recorded. No contributions to the ESOP were made during the six months ended June 30, 2017.



A compensation expense charge is booked monthly during each year for the shares committed to be allocated to particpants 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 six months ended June  30, 2017, we recognized compensation expense of $141,328 related to 8,680 shares of our common stock that were committed to be released to partipants’ accounts at December 31, 2017. Of the 8,680 shares committed to be released, 2,389 shares were commited on June 30, 2017 and had no impact on the weighted average common shares outstanding for the three and six months ended June 30, 2017.



9.     RELATED PARTY



Mr. John R. Klockau, a director of the Company, held two surplus notes from the Company totaling $1,150,000 which were converted into 115,000 shares of the Company’s common stock on March 17, 2017. John R. Klockau received a payment for interest on the surplus notes of $12,975 during the three months ended March 31, 2017. Additionally, Mr. Klockau is a claims consultant and was paid $6,495 and $5,528 as of June  30, 2017 and 2016, respectively, related to his services to the Company.



Mr. Scott T. Burgess is a director of the Company and a Senior Managing Director of Griffin Financial Group (Griffin).  Mr. Burgess was paid 1,046, and $0 as of March 31, 2017 and 2016, respectively. Griffin was paid $893,240 and $6,130 as of June 30, 2017 and 2016, respectively.  Griffin and Stevens & Lee are affiliated. Stevens & Lee is a full-service law firm that was paid $14,347 and $28,007 as of June, 2017 and 2016, respectively. 

 

~  18  ~


 

Table of Contents

 

Item 2. Management’s 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,” “estimate,” “expect,” “future,” “intend,” “estimate,” “may,” “plans,” “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 of 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 1A. Risk Factors” of ICC Holdings, Inc.’s 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;

·

our ability to expand geographically;

·

the effects of weather-related and other catastrophic events;

·

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;

·

financial market conditions, including, but not limited to, changes in interest rates and the stock 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 demand for our products;

·

the impact of acts of terrorism and acts of war;

·

the effects of terrorist related insurance legislation and laws;

·

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

·

the cost, availability and collectability of reinsurance;

·

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

·

changes in the coverage terms selected by insurance customers, including 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;

·

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

·

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, and other financial viability requirements, and changes that affect the cost of, or demand for our products.

   

~  19  ~


 

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 became 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 six months ended June 30, 2017, we had direct written premium of $26,410,000, net premiums earned of $21,549,000, and net income of $614,000. For the six months ended June 30, 2016, we had direct premiums written of $25,878,000, net premiums earned of $20,846,000, and net income of $891,000. At June 30, 2017, we had total assets of $149,172,000 and equity of $64,065,000. At December 31, 2016, we had total assets of $122,160,000 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.

 

Principal Revenue and Expense Items



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



Gross and net premiums written



Gross premiums written is 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).



Premiums earned



Premiums earned is 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 is 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

~  20  ~


 

Table of Contents

 

months. Thus, for example, for a policy that is written on July 1, 2017, one-half of the premiums would be earned in 2017 and the other half would be earned in 2018.



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. 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 temporary impairment or sold for an amount less than their cost or amortized cost, as applicable. Our portfolio of investment securities is managed by an independent third party and manager specializing in the insurance industry.



ICC’s expenses consist primarily of:



Loss and settlement expense



Loss 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-GAAP financial measures that we believe are valuable in managing our business and for comparison to our peers. These non-GAAP measures are combined ratio, written premiums, underwriting income, the loss and loss adjustment 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 income (loss).



Loss and settlement expense ratio



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



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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 loss and loss adjustment 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 loss and loss adjustment expense, amortization of deferred policy acquisition costs, and other operating expenses from earned premiums. Each of these items is presented as a caption in our statements of operations.



Net income (loss) and return on average equity



We use net income (loss) to measure our profit and return on average equity to measure our effectiveness in utilizing equity to generate net income. In determining return on average equity for a given year, net income (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. 

 

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.



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Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016



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







 

 

 

 

 

 



 

For the six months



 

ended June 30,

(In thousands)

 

2017

 

2016

Revenues

 

 

 

 

 

 

Total premiums earned

 

$

21,549 

 

$

20,846 

Investment income, net of investment expense

 

 

1,161 

 

 

770 

Realized investment gains (losses), net

 

 

388 

 

 

138 

Other income

 

 

149 

 

 

76 

Total revenues

 

$

23,247 

 

$

21,830 

Summarized components of net earnings

 

 

 

 

 

 

Underwriting (loss) income

 

$

(370)

 

$

746 

Investment income, net of investment expense

 

 

1,161 

 

 

770 

Realized investment gains, net

 

 

388 

 

 

138 

Other income

 

 

149 

 

 

76 

General corporate expenses

 

 

268 

 

 

199 

Interest expense

 

 

110 

 

 

92 

Earnings, before income taxes

 

 

950 

 

 

1,439 

Income tax expense

 

 

336 

 

 

548 

Net earnings

 

$

614 

 

$

891 

Total other comprehensive earnings

 

 

597 

 

 

1,819 

Comprehensive earnings

 

$

1,211 

 

$

2,710 



1Calculated by subtracting the sum of loss and settlement expenses (2017 -$13,464 and 2016 -$12,557) and policy and acquisistion costs and other operating expenses (2017 - $8,455 and 2016 - $7,543) from net premiums earned (2017 -$21,549 and 2016 - $20,846).











 

 

 

 

 

 



 

For the six months ended June 30,



 

2017

 

2016

Non-GAAP Ratios:

 

 

 

 

 

 

Losses and settlement expense ratio1

 

 

62.48% 

 

 

60.24% 

Expense ratio2

 

 

39.24% 

 

 

36.18% 

Combined ratio3

 

 

101.72% 

 

 

96.42% 

 

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 six months ended June 30, 2017 and 2016:



Premiums



Direct premiums written grew by $532,000, or 2.1%, to $26,410,000 for the six months ended June 30, 2017 from $25,878,000 for the same period of 2016. Net written premium grew by $598,000, or 2.7%, to $22,546,000 for the six months ended June 30, 2017 from $21,948,000 for the same period in 2016. Net premiums earned grew by $703,000, or 3.4%, in the six months ended June 30, 2017 as compared to the six months ended June 30, 2016, primarily due to increased organic growth. 



For the six months ended June 30, 2017, we ceded to reinsurers $3,941,000 of earned premiums, compared to $3,849,000 of earned premiums for the six months ended June 30, 2016. Ceded earned premiums as a percent of direct premiums written was  14.9% in the six months ended June 30, 2017, and 14.9% in the six months ended June 30, 2016.



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



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 increased by $73,000 or 96.1% during the six months ended June 30, 2017 as compared to the same period 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 volume.  



Unpaid Losses and Settlement Expenses



The following table details our unpaid losses and settlement expenses. 





 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six-Months Ended



 

June 30,

 

June 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

 

 

13,804 

 

 

12,781 

Prior years

 

 

(340)

 

 

(224)

Total incurred

 

 

13,464 

 

 

12,557 

Deduct: Loss and settlement expense payments for claims incurred:

 

 

 

 

 

 

Current year

 

 

4,727 

 

 

2,608 

Prior years

 

 

9,498 

 

 

10,017 

Total paid

 

 

14,225 

 

 

12,625 

Net unpaid losses and settlement expense - end of the period

 

 

39,941 

 

 

41,830 

Plus: Reinsurance recoverable on unpaid losses

 

 

9,750 

 

 

15,557 

Gross unpaid losses and settlement expense - end of the period

 

$

49,691 

 

$

57,387 



Net unpaid losses and settlement expense decreased $1,889,000, or 4.5%, in the six months ended June 30, 2017 as compared to the same period in 2016.



Losses and Settlement Expenses



Losses and settlement expenses increased by $907,000, or 7.2%, to $13,464,000 for the six months ended June 30, 2017, from $12,557,000 for the same period in 2016. The increase in losses and settlement expenses for the six months ended June 30, 2017 is primarily due to an increase in frequency and severity of fire and storm losses as well as higher retention of property losses compared to the same period in 2016.



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 $912,000 or 12.1%. The increase in policy acquisition costs and other operating expenses during the six months ended June 30, 2017 is primarily driven by 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.



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.



Our expense ratio increased by 305 basis points from 36.19% to 39.24% for the six months ended June 30, 2017 as compared to 2016.

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General Corporate Expenses



General corporate expenses consist primarily of occupancy costs, such as rent and utilities. 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, our general corporate expenses increased by $69,000, or 34.7%, in the six months ended June 30, 2017 as compared to the same period in 2016.



Investment Income



Net investment income increased by $391,000, or 50.8% during the six months ended June 30, 2017 as compared to the six months ended June 30, 2016, primarily from the composition of the investment portfolio. Average cash and invested assets during the six months ended June 30, 2017 was $95,417,000 compared to $78,335,000 during the same period in 2016, an increase of $17,082000, or 21.8%. 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 increased to $110,000 for the six months ended June 30, 2017 from $92,000 for the same period during 2016. This 19.6% 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.



Income Tax Expense



We reported income tax expense of $336,000 and $548,000 for the six months ended June 30, 2017 and 2016, respectively. The decrease in income tax expense in 2017 relates to lower levels of pretax earnings for the six months ended June 30, 2017 compared to the same period in 2016. Our effective tax rate for the six months ended June 30, 2017 was 35.4%, compared to 38.1% for the same period in 2016. Effective rates are dependent upon components of pretax earnings and the related tax effects. The effective rate was lower for the six months ended Junce 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. 



 



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



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

 







 

 

 

 

 

 



 

For the three months



 

ended June 30,

(In thousands)

 

2017

 

2016

Revenues

 

 

 

 

 

 

Total premiums earned

 

$

10,711 

 

$

10,555 

Investment income, net of investment expense

 

 

689 

 

 

422 

Realized investment gains (losses), net

 

 

(57)

 

 

14 

Other income

 

 

64 

 

 

18 

Total revenues

 

$

11,407 

 

$

11,009 

Summarized components of net earnings (loss)

 

 

 

 

 

 

Underwriting (loss) income

 

$

(873)

 

$

367 

Investment income, net of investment expense

 

 

689 

 

 

422 

Realized investment (losses) gains, net

 

 

(57)

 

 

14 

Other income

 

 

64 

 

 

18 

General corporate expenses

 

 

129 

 

 

107 

Interest expense

 

 

57 

 

 

50 

Loss (earnings), before income taxes

 

 

(363)

 

 

664 

Income tax (benefit) expense

 

 

(128)

 

 

243 

Net (loss) earnings

 

$

(235)

 

$

421 

Total other comprehensive earnings

 

 

542 

 

 

810 

Comprehensive earnings

 

$

307 

 

$

1,231 



1Calculated by subtracting the sum of loss and settlement expenses (2017 -$6,864 and 2016 -$6,177) and policy and acquisistion costs and other operating expenses (2017 - $4,720 and 2016 - $4,011) from net premiums earned (2017 - $10,711 and 2016 - $10,555).







 

 

 

 

 

 



 

For the three months ended June 30,



 

2017

 

2016

Non-GAAP Ratios:

 

 

 

 

 

 

Losses and settlement expense ratio1

 

 

64.09% 

 

 

58.52% 

Expense ratio2

 

 

44.07% 

 

 

38.00% 

Combined ratio3

 

 

108.16% 

 

 

96.52% 



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 June 30, 2017 and 2016:



Premiums



Direct premiums written were relatively flat, increasing by  $20,000, or 0.1%, from the three months ended June 30, 2017 as compared to the same period of 2016, while net written premium grew by $113,000, or 1.0%, during the same period. Net premiums earned grew by $156,000, or 1.5%, in the three months ended June 30, 2017 as compared to the three months ended June 30, 2016, primarily due to increased organic growth and lower levels of premium ceded to reinsurance.



For the three months ended June 30, 2017, we ceded to reinsurers $1,938,000 of earned premiums, compared to $1,976,000 of earned premiums for the three months ended June 30, 2016. Ceded earned premiums as a percent of direct premiums written were 14.0% in the three months ended June 30, 2017, and 14.3% in the three months ended June 30, 2016.



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



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 increased by $47,000 or 269.1% during the three months ended June 30, 2017 as compared to the same period in 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 volume.  



Losses and Settlement Expenses



Losses and settlement expenses increased by $687,000, or 11.1%, to $6,864,000 for the three months ended June 30, 2017, from $6,177,000 for the same period in 2016. The increase in losses and settlement expenses for the three months ended June 30, 2017 is primarily due to an increase in frequency and severity of fire and storm losses as well as higher retention of property losses compared to the same period in 2016.



Policy Acquisition Costs and Other Operating Expenses and the Expense Ratio



Policy acquisition costs and other operating expenses increased by $709,000 or 17.7% for the three months ended June 20, 2017 compared to the same period in 2016. The increase in policy acquisition costs and other operating expenses during the three months ended June 30, 2017 is primarily driven by 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.



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. Our expense ratio increased by 607 basis points from 38.00% to 44.07% for the three months ended June 30, 2017 as compared to 2016.



General Corporate Expenses



Our general corporate expenses increased by $22,000, or 20.6%, in the three months ended June 30, 2017 as compared to the same period in 2016.



Investment Income



Net investment income increased by $267,000, or 63.3% during the three months ended June 30, 2017 as compared to the three months ended June 30, 2016, primarily from the composition of the investment portfolio. Average cash and invested assets during the three months ended June 30, 2017 was $112,378,000 compared to $80,174,000 during the same period in 2016, an increase of $32,204,000, or 40.2%. 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 increased to $57,000 for the three months ended June 30, 2017 from $50,000 for the same period during 2016. This 14.0% 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.



Income Tax Expense



We reported income tax benefit of $128,000 and income tax expense of $243,000 for the three months ended June 30, 2017 and 2016, respectively. The flip to income tax benefit for the three months ended June 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 June 30, 2017 compared to a net earnings before income taxes for the same period in 2016. Our effective tax rate for the three months ended June 30, 2017, was 35.3%, compared to 36.6% for the same period in 2016. Effective rates are dependent upon components of pretax earnings and the related tax effects. The effective rate was lower for the three months ended June 30, 2017, 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. 



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Financial Position



The major components of our assets and liabilities are as follows:







 

 

 

 

 

 



 

As of



 

June 30,

 

December 31,



 

2017

 

2016

(In thousands)

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

 

Investments and cash:

 

 

 

 

 

 

Available for sale securities, at fair value

 

 

 

 

 

 

Fixed maturity securities (amortized cost - $81,233 at 6/30/2017

 

$

83,006 

 

$

64,134 

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

 

 

 

 

 

 

Common Stocks (cost - $9,823 at 6/30/2017 and $6,312 at 12/31/2016)

 

 

10,591 

 

 

6,983 

Preferred Stocks (cost - $3,669 at 6/30/2017 and $2,925,434 at 12/31/2016)

 

 

3,782 

 

 

2,798 

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

 

 

2,852 

 

 

2,207 

$84 at 6/30/2017 and $51 at 12/31/2016

 

 

 

 

 

 

Cash and cash equivalents

 

 

10,103 

 

 

4,377 

Total investments and cash

 

 

110,334 

 

 

80,499 

Accrued investment income

 

 

647 

 

 

524 

Premiums and reinsurance balances receivable, net of allowances for

 

 

17,841 

 

 

17,479 

uncollectible amounts of $50 at 6/30/2017 and 12/31/2016

 

 

 

 

 

 

Ceded unearned premiums

 

 

296 

 

 

271 

Reinsurance balances recoverable on unpaid losses and settlement

 

 

9,750 

 

 

12,115 

expenses, net of allowances for uncollectible amounts of

 

 

 

 

 

 

$0 at 6/30/2017 and 12/31/2016

 

 

 

 

 

 

Federal income taxes

 

 

1,024 

 

 

1,037 

Deferred policy acquisition costs, net

 

 

4,303 

 

 

4,163 

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

 

 

3,657 

 

 

3,720 

$4,572 at 6/30/2017 and $4,308 at 12/31/2016

 

 

 

 

 

 

Other assets

 

 

1,320 

 

 

2,352 

Total assets

 

$

149,172 

 

$

122,160 



 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Unpaid losses and settlement expenses

 

$

49,691 

 

$

52,817 

Unearned premiums

 

 

25,801 

 

 

24,778 

Reinsurance balances payable

 

 

130 

 

 

110 

Corporate debt

 

 

4,991 

 

 

3,787 

Accrued expenses

 

 

3,182 

 

 

4,827 

Other liabilities

 

 

1,312 

 

 

2,241 

Total liabilities

 

 

85,107 

 

 

88,560 



 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Common stock1

 

 

35 

 

 

 —

Additional paid-in capital

 

 

32,632 

 

 

 —

Accumulated other comprehensive earnings, net of tax

 

 

1,751 

 

 

1,154 

Retained earnings

 

 

33,060 

 

 

32,446 

Less: Unearned ESOP shares at cost (2017 - 348,054 shares and 2016 - 0 shares)

 

 

(3,413)

 

 

 —

Total equity

 

 

64,065 

 

 

33,600 

Total liabilities and equity

 

$

149,172 

 

$

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 - 3,158,680 and 2016 - 0 shares.

~  28  ~


 

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Unpaid Losses and LAE



Our reserves for unpaid loss and LAE are summarized below:







 

 

 

 

 



As of June 30,

 

As of December 31,

(In thousands)

2017

 

2016

Case reserves

$

19,375 

 

$

20,171 

IBNR reserves

 

20,566 

 

 

20,531 

Net unpaid losses and settlement expense

 

39,941 

 

 

40,702 

Reinsurance recoverable on unpaid loss and settlement expense

 

9,750 

 

 

12,115 

Reserves for unpaid loss and settlement expense

$

49,691 

 

$

52,817 





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 June 30, 2017 December 31, 2016.



As of June 30, 2017 







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

(In thousands)

Case Reserves

 

IBNR Reserves

 

Total Reserves

Commercial liability

$

14,904 

 

$

14,934 

 

$

29,838 

Property

 

1,601 

 

 

4,293 

 

 

5,894 

Other

 

2,870 

 

 

1,339 

 

 

4,209 

Total net reserves

 

19,375 

 

 

20,566 

 

 

39,941 

Reinsurance recoverables

 

5,570 

 

 

4,180 

 

 

9,750 

Gross reserves

$

24,945 

 

$

24,746 

 

$

49,691 



 

As of December 31, 2016 







 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

Actuarially Determinded
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 



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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-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 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

·

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 six months ended June 30, 2017 and 2016, we experienced favorable development of $340,000 and $224,000, respectively.



Potential for variability in our reserves is evidenced by this development. As further illustration of reserve variability, we initially estimated unpaid loss and settlement expense net of reinsurance at the end of 2016 at $40,702,000. As of June 30, 2017, that reserve was re-estimated at $40,402,000, which is $300,000, or 0.7%, lower 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 (1.9)% to 11.5%. 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 14.2% redundant as of June 30, 2017.



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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 June 30, 2017

 

 

19,083 

 

 

21,902 

 

 

23,691 

 

 

20,843 

 

 

25,233 

Net cumulative redundancy (deficiency)

 

$

193 

 

$

162 

 

$

(1,424)

 

$

3,450 

 

$

386 

% redundancy (deficiency)

 

 

1.0% 

 

 

0.7% 

 

 

(6.4)%

 

 

14.2% 

 

 

1.5% 





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 $4.5 million with corresponding increases in net income and equity of $3.0 million.



Investments



Our fixed maturity and equity securities investments are classified as available-for-sale and carried at estimated fair value as determined by management based upon quoted market prices or a recognized pricing service at the reporting date for those or similar investments. Changes in unrealized investment gains or losses on our investments, net of applicable income taxes, are reflected directly in equity as a component of comprehensive income (loss) and, accordingly, have no effect on net income (loss). Investment income is recognized when earned, and capital gains and losses are recognized when investments are sold, or other-than-temporarily impaired.



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







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



June 30, 2017



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

$

996 

 

$

(4)

 

$

 —

 

$

 —

 

$

996 

 

$

(4)

MBS/ABS/CMBS

 

12,082 

 

 

(219)

 

 

157 

 

 

(1)

 

 

12,239 

 

 

(220)

Corporate

 

3,588 

 

 

(29)

 

 

990 

 

 

(10)

 

 

4,578 

 

 

(39)

Municipal

 

2,532 

 

 

(54)

 

 

 —

 

 

 —

 

 

2,532 

 

 

(54)

Total fixed maturities

 

19,198 

 

 

(306)

 

 

1,147 

 

 

(10)

 

 

20,345 

 

 

(316)

Common stocks

 

623 

 

 

(31)

 

 

 —

 

 

 —

 

 

623 

 

 

(31)

Preferred stocks

 

706 

 

 

(10)

 

 

 —

 

 

 —

 

 

706 

 

 

(10)

Total temporarily impaired securities

$

20,527 

 

$

(347)

 

$

1,147 

 

$

(10)

 

$

21,674 

 

$

(357)



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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 unrealized losses as of June 30, 2017 and December 31, 2016 were primarily related to changes in the interest rate environment. Fair values 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 of fixed maturity investments. The fair values of interest rate sensitive instruments also may be affected by the credit worthiness of the issuer, prepayment options, relative values of other investments, the liquidity of the instrument, and other general market conditions.



We monitor our investment portfolio and review securities that have experienced a decline in fair value below cost to evaluate whether the decline is other than temporary. When assessing whether the amortized cost basis of the security will be recovered, we 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.” If there is a credit loss, the impairment is considered to be other-than-temporary. If we identify that 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-period 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 loss will be recorded in earnings, and the remaining portion of the other-than-temporary impairment loss will 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 amount of the other-than-temporary impairment will be recognized in earnings.



For the six months ended June 30, 2017, the Company incurred $57,000 of OTTI losses on an ETF included in common stock that was impaired in the three months ended June 30, 2017. During the first six months of 2016, the Company did not recognize any impairment losses.



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 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 to 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.



The fair value estimates of our investments provided by the independent pricing service at June 30, 2017 and December 31, 2016, respectively, were utilized, among other resources, in reaching a conclusion as to the fair value of our investments.

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Management reviews the reasonableness of the pricing provided by the independent pricing service by employing various analytical procedures. We review all securities to identify recent downgrades, significant changes in pricing, and pricing anomalies 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 three months ended March 31, 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. 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.



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 June 30, 2017 and December 31, 2016, deferred acquisition costs and the related unearned premium reserves were as follows: 







 

 

 

 

 

(In thousands)

June 30, 2017

 

December 31, 2016

Deferred acquisition costs

$

4,303 

 

$

4,163 

Unearned premium reserves

 

25,800 

 

 

24,778 





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.



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 June 30, 2017 and December 31, 2016, we had no material unrecognized tax benefits or accrued interest and penalties. Federal tax years 2013 through 2015 are open for examination. The tax return related to the year ended December 31, 2016 has not yet been filed.



Other Assets 



As of June 30, 2017 and December 31, 2016 other assets totaled $1,320,000 and $2,351,000, respectively. The decreased is primarily due to deferred stock offering and conversion expenses being settled in the first quarter of 2017 which was partially offset by an increase in prepaid insurance fees.  



Outstanding Debt



As of June 30, 2017 and December 31, 2016, outstanding debt balances totaled $4,991,000 and $3,787,000, respectively. We incurred interest expense for the six-month periods ended June 30, 2017, and 2016, of $110,000 and $92,000, respectively. We incurred interest expense of $58,000 and $50,000 for the three months ended June 30, 2017 and 2016, respectively. The average rate on debt was 4.0% as of June 30, 2017, compared to 5.0% as of December 31, 2016.  



~  33  ~


 

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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 off in March 2017.



Leasehold Obligations



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 June 30, 2017, and December 31, 2016, respectively. There was no gain or loss recognized as part of this transaction. For the six months ended June 30 2017 and 2016, lease payments totaled $251,000 and $209,000, respectively. Lease payments totaled $125,000 and $147,00 for the three months ended June 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 June 30, 2017 was $1,019,000 compared to $1,228,000 at Decemeber 31, 2016.



Debt Obligation



The Company entered into a debt agreement in 2017 for $3,500,000. The terms of the loan is five years bearing interest at 3.65%.  Additionally, 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 are 36 months, but the Company has the option to prepay the $500,000 loan after 12 months. The total balance of debt agreements at June 30, 2017 and December 31, 2016 was $3,946,000 and $526,000, respectively. The Bofi loans bear interest at 4.7%. Interest paid for the three and six months ended June 30, 2017 was $38,000 and $54,000, respectively. There were no borrowing and there was no interest paid on the line of credit for the six months ended June 30, 2016.



Home Office Mortgage



The Company maintains a mortgage on its home office. Interest is charged at a fixed rate of 2.6% and the loan matures in 2017. The building is used as collateral to secure the loan. The loan balance at June 30, 2017 and December 31, 2016 was $26,000 and $184,000, respectively. The interest paid on the loan during the six months ended June 30, 2017 and 2016, was $1,000 and $6,000, respectively.



Revolving Line of Credit



We maintain a revolving line of credit with American Bank & Trust, which permits borrowing up to an aggregate principal amount of $1.75 million. This facility was entered into during 2013 and is renewed annually with a current expiration of August 1, 2017. The line of credit is priced at 30 day LIBOR plus 2% with a floor of 3.5%. There was no interest paid on the line of credit during the six months ended June 30, 2017 and $1,000 of interest paid on the line of credit during the six months ended June 30, 2016. There are no financial covenants governing this agreement.  



ESOP



In connection with the 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 make 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.

 

Stock-based Incentive Plan



Under the stock-based incentive plan, we may issue a total of 490,000 shares of common stock.  Of this amount, an amount equal to 4% of the shares of common stock issued in the offering may be used to make restricted stock and stock-settled restricted stock unit awards and 10% of the shares of common stock issued in the offering may be used to award 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 options are awarded based on the fair value of such options on the date they are granted. This compensation expense will be recognized over the appropriate service period. See “Management — Benefit Plans and Employment Agreements” section of the Company’s 2016 Annual Report on Form 10-K.

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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. The increase in cash flows from financing activities during the six months ended June 30, 2017 relates to the initial public offering and changes in debt and shares outstanding.



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 subject to the proxy solicitation, periodic reporting, insider trading prohibitions and other requirements of the Exchange Act and to most of the provisions of the Sarbanes-Oxley Act of 2002. We estimate that the cost of initial compliance with the requirements of the Sarbanes-Oxley Act 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 in our annual operating expenses.



Cash flows from continuing operations for the six months ended June 30, 2017 and 2016 were as follows:







 

 

 

 

 



Six Months Ended June 30,

(In thousands)

2017

 

2016

Net cash (used in) provided by operating activities

$

(1,414)

 

$

552 

Net cash (used in) provided by investing activities

 

(23,318)

 

 

345 

Net cash provided by financing activities

 

30,458 

 

 

309 

Net increase (decrease) in cash and cash equivalents

$

5,726 

 

$

1,206 



 ICC Holdings, Inc’s principal source of liquidity will be dividend payments and other fees received from ICC 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 2017 without the prior approval of the Illinois Department of Insurance is approximately $3.4 million based upon the insurance company’s 2016 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.



The following table summarizes, as of June 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

$

49,691 

 

$

19,628 

 

$

19,479 

 

$

6,708 

 

$

3,876 

Debt obligations

 

4,619 

 

 

195 

 

 

634 

 

 

3,790 

 

 

 —

Capital lease obligations

 

1,145 

 

 

251 

 

 

864 

 

 

30 

 

 

 —

Home office mortgage

 

26 

 

 

26 

 

 

 —

 

 

 —

 

 

 —

Operating lease obligations

 

217 

 

 

72 

 

 

144 

 

 

 —

 

 

 —

Total

$

55,698 

 

$

20,172 

 

$

21,121 

 

$

10,528 

 

$

3,876 



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The timing of the amounts of the gross loss and loss adjustment expense payments is an estimate based on historical experience and the expectations of future payment patterns. However, the timing of these payments may vary from the amounts stated above.

 

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.

 

Item 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 at June 30, 2017, was 7.4 years. 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. 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 party investment manager.



Fluctuations in near-term interest rates could have an impact on our 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.



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):







 

 

 

 

 

 



 

June 30, 2017

Hypothetical Change in Interest Rates (In thousands)

 

Estimated Change in Fair Value

 

Fair Value

200 basis point increase

 

$

(7,437)

 

$

75,569 

100 basis point increase

 

 

(3,818)

 

 

79,188 

No change

 

 

 —

 

 

83,006 

100 basis point decrease

 

 

3,793 

 

 

86,799 

200 basis point decrease

 

 

6,790 

 

 

89,796 



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 party investment manager, monitor the financial condition of all of the issuers of fixed

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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.





Item 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. 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, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures at June 30, 2017. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of June 30, 2017.

 

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) of the Exchange Act) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II — OTHER INFORMATION



Item 1. Legal Proceedings



There were no material changes to report.



 

Item 1A. Risk Factors



There were no material changes to report.



 

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



Use of Proceeds from Initial Public Offering

 

Statement on Form S-1 (File No. 333-214081) for the initial public offering of our common stock was declared effective by the Securities and Exchange Commission on February 14, 2017. The Registration Statement on Form S-1 authorized an aggregate 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 $29.1 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).



 

Item 3. Default Upon Senior Securities



Not applicable.



 

Item 4. Mine Safety Disclosures



Not applicable.



 

Item 5. Other Information



Not applicable.



 



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Item 6. Exhibits





 

 

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)

10.1 

 

ICC Holdings, Inc. 2016 Equity Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-38046) filed on April 13, 2017).

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

 

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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 11, 2017.





 

 

 

 

 



 

 

 

 

 



 

 

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)



















 



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