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NI Holdings, Inc. - Quarter Report: 2023 March (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

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

For the quarterly period ended March 31, 2023

 

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

For the transition period from                 to                

 

Commission file number 001-37973

 

NI HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

North Dakota   81-2683619
(State or other jurisdiction of   (IRS Employer
incorporation or organization)   Identification No.)

 

1101 First Avenue North

Fargo, North Dakota

  58102
(Address of principal executive offices)   (Zip Code)

(701) 298-4200

Registrant’s telephone number, including area code

 

Not applicable

Former name, former address, and former fiscal year, if changed since last report

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class Trading Symbol(s)  Name of each exchange on which registered
Common Stock, $0.01 par value per share NODK  Nasdaq Capital Market

 

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§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 checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ☐  Yes    No  ☒

The number of shares of Registrant’s common stock outstanding on April 30, 2023 was 21,027,401. No preferred shares are issued or outstanding.

 

 

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TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS 1
   
Part I. - FINANCIAL INFORMATION 3
   
Item 1. - Financial Statements 3
   
Consolidated Balance Sheets – March 31, 2023 (Unaudited) and December 31, 2022 3
Consolidated Statements of Operations (Unaudited) – Three Months Ended March 31, 2023 and 2022 4
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – Three Months Ended March 31, 2023 and 2022 5
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) – Three Months Ended March 31, 2023 and 2022 6
Consolidated Statements of Cash Flows (Unaudited) – Three Months Ended March 31, 2023 and 2022 7
Notes to Unaudited Consolidated Financial Statements 8
   
Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations 30
Item 3. - Quantitative and Qualitative Disclosures about Market Risk 37
Item 4. - Controls and Procedures 37
   
Part II. - OTHER INFORMATION 38
   
Item 1. - Legal Proceedings 38
Item 1A. - Risk Factors 38
Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds 39
Item 3. - Defaults upon Senior Securities 40
Item 4. - Mine Safety Disclosures 40
Item 5. - Other Information 40
Item 6. - Exhibits 40
Signatures 41

 

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Table of Contents 

CERTAIN IMPORTANT INFORMATION

 

Unless the context otherwise requires, as used in this Quarterly Report on Form 10-Q (“Form 10-Q”):

“NI Holdings”, “the Company”, “we”, “us”, and “our” refer to NI Holdings, Inc., together with Nodak Insurance Company and its subsidiaries and its affiliate (Battle Creek Mutual Insurance Company), Direct Auto Insurance Company (acquired August 31, 2018), and Westminster American Insurance Company (acquired January 1, 2020), for periods discussed after completion of the conversion, and for periods discussed prior to completion of the conversion refer to Nodak Mutual Insurance Company and all of its subsidiaries and Battle Creek Mutual Insurance Company;
the “conversion” refers to the series of transactions consummated on March 13, 2017 by which Nodak Mutual Insurance Company converted from a mutual insurance company to a stock insurance company, as Nodak Insurance Company, and became a wholly-owned subsidiary of NI Holdings, an intermediate stock holding company formed on the date of conversion;
“Nodak Mutual Group” refers to Nodak Mutual Group, Inc., which is the majority shareholder of NI Holdings;
“Nodak Mutual” refers to Nodak Mutual Insurance Company, the predecessor company to Nodak Insurance Company prior to the conversion;
“Nodak Insurance” refers to Nodak Insurance Company or Nodak Mutual Insurance Company interchangeably;
“members” refers to the policyholders of Nodak Insurance, who are the named insureds under insurance policies issued by Nodak Insurance;
“Battle Creek” refers to Battle Creek Mutual Insurance Company. Battle Creek became affiliated with Nodak Insurance in 2011, and Nodak Insurance provides underwriting, claims management, policy administration, and other administrative services to Battle Creek. Battle Creek is controlled by Nodak Insurance via a surplus note. The terms of the surplus note allow Nodak Insurance to appoint two-thirds of the Battle Creek Board of Directors;
“Direct Auto” refers to Direct Auto Insurance Company. On August 31, 2018, NI Holdings completed the acquisition of 100% of the common stock of Direct Auto from the private shareholders of Direct Auto. Direct Auto became a consolidated subsidiary of NI Holdings on this date. Direct Auto is a property and casualty insurance company specializing in non-standard automobile insurance in the state of Illinois;
“American West” refers to American West Insurance Company. American West is a wholly-owned subsidiary of Nodak Insurance;
“Primero” refers to Primero Insurance Company. Primero is an indirect, wholly-owned subsidiary of Nodak Insurance;
“Westminster” refers to Westminster American Insurance Company. On January 1, 2020, NI Holdings completed the acquisition of 100% of the common stock of Westminster from the private shareholder of Westminster, and Westminster became a consolidated subsidiary of NI Holdings. Westminster is a property and casualty insurance company specializing in commercial multi-peril insurance in the Mid-Atlantic states; and
“Nodak Agency” refers to Nodak Agency, Inc. Nodak Agency is a wholly-owned subsidiary of Nodak Insurance.

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Table of Contents 

FORWARD-LOOKING STATEMENTS

 

This report contains, and management may make, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, may be forward-looking statements. Words such as “may”, “will”, “should”, “likely”, “anticipates”, “expects”, “intends”, “plans”, “projects”, “believes”, “views”, “estimates”, and similar expressions are used to identify these forward-looking statements. These statements include, among other things, the Company’s statements about:

our anticipated operating and financial performance, business plans, and prospects;
strategic reviews, capital allocation objectives, dividends, and share repurchases;
plans for and prospects of acquisitions, dispositions, and other business development activities, and our ability to successfully capitalize on these opportunities;
the impact of a future pandemic and related economic conditions, including the potential impact on the Company's investments;
our ability to enter new markets successfully and capitalize on growth opportunities either through acquisitions or the expansion of our agent network;
cyclical changes in the insurance industry, competition, and innovation and emerging technologies;
expectations for impact of or changes to existing or new government regulations or laws;
our ability to anticipate and respond to macroeconomic, geopolitical, health and industry trends, pandemics, acts of war, and other large-scale crises;
developments in general economic conditions, domestic and global financial markets, interest rate, unemployment, or inflation, that could affect the performance of our insurance operations and/or investment portfolio; and
our ability to effectively manage future growth, including additional necessary capital, systems, and personnel.

Given their nature, we cannot assure that any outcome expressed in these or other forward-looking statements will be realized in whole or in part. Actual outcomes may vary materially from past results and those anticipated, estimated, implied, or projected. These forward-looking statements may be affected by underlying assumptions that may prove inaccurate or incomplete, or by known or unknown risks and uncertainties, including those described in Part II, Item 1A, “Risk Factors” of this Form 10-Q and in the Part I, Item 1A, “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report”). The occurrence of any of the risks identified in the Part I, Item 1A, “Risk Factors” section of the 2022 Annual Report, or other risks currently unknown, could have a material adverse effect on our business, financial condition or results of operations, or we may be required to increase our accruals for contingencies. It is not possible to predict or identify all such factors. Consequently, you should not consider such discussion to be a complete discussion of all potential risks or uncertainties.

Therefore, you are cautioned not to unduly rely on forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. You are advised, however, to consult any further disclosures we make on related subjects.

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PART I. - FINANCIAL INFORMATION

Item 1. - Financial Statements

NI Holdings, Inc.

Consolidated Balance Sheets

(dollar amounts in thousands, except par value) 

 

   March 31, 2023   December 31, 2022 
   (Unaudited)     
Assets:          
Cash and cash equivalents  $61,285   $47,002 
Fixed income securities, at fair value (net of allowance for expected credit losses of $0 at March 31, 2023, and $0 at December 31, 2022)   316,865    303,324 
Equity securities, at fair value   26,336    52,393 
Other investments   2,005    2,005 
Total cash and investments   406,491    404,724 
           
Premiums and agents' balances receivable (net of allowance for expected credit losses of $445 at March 31, 2023, and $425 at December 31, 2022)   64,502    62,173 
Deferred policy acquisition costs   31,350    29,768 
Reinsurance premiums receivable   3,768    1,647 
Reinsurance recoverables on losses (net of allowance for expected credit losses of $0 at March 31, 2023, and $0 at December 31, 2022)   45,642    37,575 
Income tax recoverable   11,997    13,964 
Accrued investment income   2,354    2,456 
Property and equipment, net   9,918    9,843 
Deferred income taxes   10,510    9,005 
Receivable from Federal Crop Insurance Corporation   14,034    15,462 
Goodwill and other intangibles   17,132    17,250 
Other assets   10,286    10,365 
Total assets  $627,984   $614,232 
           
Liabilities:          
Unpaid losses and loss adjustment expenses  $204,790   $190,459 
Unearned premiums   153,467    148,513 
Accrued expenses and other liabilities   16,656    22,053 
Total liabilities   374,913    361,025 
           
Shareholders’ equity:          
Common stock, $0.01 par value, authorized: 25,000,000 shares; issued: 23,000,000 shares; and outstanding: 2023 – 21,062,355 shares, 2022 – 21,076,255 shares   230    230 
Additional paid-in capital   95,568    95,671 
Unearned employee stock ownership plan shares   (941)   (941)
Retained earnings   209,710    214,121 
Accumulated other comprehensive loss, net of income taxes   (24,848)   (29,286)
Treasury stock, at cost, 2023 – 1,843,535 shares, 2022 – 1,829,635 shares   (28,803)   (28,818)
Non-controlling interest   2,155    2,230 
Total shareholders’ equity   253,071    253,207 
           
Total liabilities and shareholders’ equity  $627,984   $614,232 

 

The accompanying notes are an integral part of these consolidated financial statements. 

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NI Holdings, Inc.

Consolidated Statements of Operations (Unaudited)

(dollar amounts in thousands, except per share data) 

 

  

Three Months Ended

March 31,

 
   2023   2022 
Revenues:          
Net premiums earned  $77,627   $69,587 
Fee and other income   274    428 
Net investment income   2,239    1,653 
Net investment gains (losses)   1,416    (5,528)
Total revenues   81,556    66,140 
           
Expenses:          
Losses and loss adjustment expenses   58,825    40,129 
Amortization of deferred policy acquisition costs   18,588    15,623 
Other underwriting and general expenses   9,656    7,781 
Total expenses   87,069    63,533 
           
Income (loss) before income taxes   (5,513)   2,607 
Income tax expense (benefit)   (1,013)   568 
Net income (loss)   (4,500)   2,039 
Net income (loss) attributable to non-controlling interest   (290)   130 
Net income (loss) attributable to NI Holdings, Inc.  $(4,210)  $1,909 
           
           
Earnings (loss) per common share:          
Basic  $(0.20)  $0.09 
Diluted  $(0.20)  $0.09 
           
Share data:          
Weighted average common shares outstanding used in basic per common share calculations   21,368,956    21,372,753 
Plus: Dilutive securities   
    239,161 
Weighted average common shares used in diluted per common share calculations   21,368,956    21,611,914 

 

The accompanying notes are an integral part of these consolidated financial statements. 

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NI Holdings, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(dollar amounts in thousands) 

 

   Three Months Ended March 31, 2023  

 

Three Months Ended March 31, 2022

 
  

Attributable

to NI

Holdings, Inc.

  

Attributable

to Non-

Controlling
Interest

   Total  

Attributable

to NI

Holdings, Inc.

  

Attributable

to Non-

Controlling
Interest

   Total 
Net income (loss)  $(4,210)  $(290)  $(4,500)  $1,909   $130   $2,039 
                               
Other comprehensive income (loss), before income taxes:                              
Holding gains (losses) on investments   5,444    278    5,722    (20,197)   (697)   (20,894)
Reclassification adjustment for net realized losses (gains) included in net income (loss)   299    
    299    (43)   
    (43)
Other comprehensive income (loss), before income taxes   5,743    278    6,021    (20,240)   (697)   (20,937)
Income tax benefit (expense) related to items of other comprehensive income (loss)   (1,305)   (63)   (1,368)   4,601    158    4,759 
Other comprehensive income (loss), net of income taxes   4,438    215    4,653    (15,639)   (539)   (16,178)
                               
Comprehensive income (loss)  $228   $(75)  $153   $(13,730)  $(409)  $(14,139)

 

 

The accompanying notes are an integral part of these consolidated financial statements. 

 

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NI Holdings, Inc.

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(dollar amounts in thousands) 

 

Three Months Ended March 31, 2023
   Common
Stock
   Additional
Paid-in
Capital
   Unearned
Employee
Stock
Ownership
Plan Shares
   Retained
Earnings
   Accumulated
Other
Comprehensive
Income (Loss),
Net of Income
Taxes
  

 

Treasury
Stock

   Non-Controlling
Interest
   Total
Shareholders’
Equity
 
Balance, January 1, 2023  $230   $95,671   $(941)  $214,121   $(29,286)  $(28,818)  $2,230   $253,207 
                                         
Net income (loss)   
    
    
    (4,210)   
    
    (290)   (4,500)
Other comprehensive income (loss), net of income taxes   
    
    
    
    4,438    
    215    4,653 
Purchase of treasury stock   
    
    
    
    
    (621)   
    (621)
Share-based compensation   
    505    
    
    
    
    
    505 
Issuance of vested award shares   
    (608)       (201)   
    636    
    (173)
Balance,
March 31, 2023
  $230   $95,568   $(941)  $209,710   $(24,848)  $(28,803)  $2,155   $253,071 

 

Three Months Ended March 31, 2022
   Common
Stock
   Additional
Paid-in
Capital
   Unearned
Employee
Stock
Ownership
Plan Shares
   Retained
Earnings
   Accumulated
Other
Comprehensive
Income (Loss),
Net of Income
Taxes
  

 

Treasury
Stock

   Non-Controlling
Interest
   Total
Shareholders’
Equity
 
Balance, January 1, 2022  $230   $98,166   $(1,184)  $267,207   $5,237   $(26,452)  $4,209   $347,413 
                                         
Net income (loss)   
    
    
    1,909    
    
    130    2,039 
Other comprehensive income (loss), net of income taxes   
    
    
    
    (15,639)   
    (539)   (16,178)
Purchase of treasury stock   
    
    
    
    
    (997)   
    (997)
Share-based compensation   
    565    
    
    
    
    
    565 
Issuance of vested award shares   
    (2,214)   
    26    
    1,624    
    (564)
Balance,
March 31, 2022
  $230   $96,517   $(1,184)  $269,142   $(10,402)  $(25,825)  $3,800   $332,278 

 

The accompanying notes are an integral part of these consolidated financial statements. 

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NI Holdings, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(dollar amounts in thousands) 

 

   Three Months Ended March 31, 
   2023   2022 
Cash flows from operating activities:          
Net income (loss)  $(4,500)  $2,039 
Adjustments to reconcile net income (loss) to net cash flows from operating activities:          
Net investment losses (gains)   (1,416)   5,528 
Deferred income tax benefit   (2,874)   (1,360)
Depreciation of property and equipment   182    168 
Amortization of intangibles   118    118 
Share-based compensation   505    565 
Amortization of deferred policy acquisition costs   18,588    15,623 
Deferral of policy acquisition costs   (20,170)   (16,948)
Net amortization of premiums and discounts on investments   290    470 
Gain on sale of property and equipment   (21)   (160)
Changes in operating assets and liabilities:          
Premiums and agents’ balances receivable   (2,329)   (3,428)
Reinsurance premiums receivable / payable   (2,121)   (989)
Reinsurance recoverables on losses   (8,067)   1,838 
Income tax recoverable / payable   1,967    1,927 
Accrued investment income   102    167 
Federal Crop Insurance Corporation receivable / payable   1,428    2,097 
Other assets   79    (123)
Unpaid losses and loss adjustment expenses   14,331    (5,968)
Unearned premiums   4,954    2,486 
Accrued expenses and other liabilities   (5,397)   (201)
Net cash flows from operating activities   (4,351)   3,849 
           
Cash flows from investing activities:          
Proceeds from maturities and sales of fixed income securities   11,380    14,966 
Proceeds from sales of equity securities   30,389    4,383 
Purchases of fixed income securities   (19,486)   (24,761)
Purchases of equity securities   (2,618)   (6,943)
Purchases of property and equipment   (293)   (571)
Proceeds from sales of property and equipment   56    624 
Net cash flows from investing activities   19,428    (12,302)
           
Cash flows from financing activities:          
Purchases of treasury stock   (621)   (997)
Installment payment on Westminster consideration payable       (6,667)
Issuance of vested award shares   (173)   (564)
Net cash flows from financing activities   (794)   (8,228)
           
Net increase (decrease) in cash and cash equivalents   14,283    (16,681)
           
Cash and cash equivalents at beginning of period   47,002    70,623 
           
Cash and cash equivalents at end of period  $61,285   $53,942 
           
           
Federal and state income taxes paid  $
   $
 

 

The accompanying notes are an integral part of these consolidated financial statements. 

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

1.Organization

NI Holdings is a North Dakota business corporation that is the stock holding company of Nodak Insurance and became such in connection with the conversion of Nodak Mutual from a mutual to stock form of organization and the creation of a mutual holding company. The conversion was consummated on March 13, 2017. Immediately following the conversion, all of the outstanding shares of common stock of Nodak Insurance were issued to Nodak Mutual Group, which then contributed the shares to NI Holdings in exchange for 55% of the outstanding shares of common stock of NI Holdings. Nodak Insurance then became a wholly-owned stock subsidiary of NI Holdings. Prior to completion of the conversion, NI Holdings conducted no business and had no assets or liabilities. As a result of the conversion, NI Holdings became the holding company for Nodak Insurance and its existing subsidiaries.

 

These unaudited consolidated financial statements include the financial position and results of operations of NI Holdings and the following other entities:

 

Nodak Insurance Company

 

Nodak Insurance is the largest domestic property and casualty insurance company in North Dakota, offering private passenger auto, homeowners, farmowners, commercial multi-peril, crop hail, and Federal multi-peril crop insurance coverages through its captive agents in the state.

 

Nodak Agency, Inc.

 

Nodak Agency is an inactive shell corporation.

 

American West Insurance Company

 

American West is a property and casualty insurance company licensed in eight states in the Midwest and Western regions of the United States (“U.S.”). American West began writing policies in 2002 and primarily writes personal auto, homeowners, and farm coverages in South Dakota. American West also writes personal auto coverage in North Dakota, as well as crop hail and Federal multi-peril crop insurance coverages in Minnesota and South Dakota.

 

Primero Insurance Company

 

Primero is a wholly-owned subsidiary of Tri-State, Ltd. Tri-State, Ltd. is an inactive shell corporation 100% owned by Nodak Insurance. Primero is a property and casualty insurance company writing non-standard automobile coverage in the states of Nevada, Arizona, North Dakota, and South Dakota. Primero was acquired by Nodak Insurance in 2014.

 

Battle Creek Mutual Insurance Company

 

Battle Creek is a property and casualty insurance company writing personal auto, homeowners, and farm coverages solely in the state of Nebraska. Battle Creek became affiliated with Nodak Insurance in 2011, and Nodak Insurance provides underwriting, claims management, policy administration, and other administrative services to Battle Creek. Because we have concluded that we control Battle Creek, we consolidate the financial statements of Battle Creek, and Battle Creek’s policyholders’ interest in Battle Creek is reflected as a non-controlling interest in shareholders’ equity in our Consolidated Balance Sheets and its net income or loss is excluded from net income or loss attributed to NI Holdings in our Consolidated Statements of Operations.

 

Direct Auto Insurance Company

 

Direct Auto is a property and casualty insurance company licensed in Illinois. Direct Auto began writing non-standard automobile coverage in 2007, and was acquired by NI Holdings on August 31, 2018, via a stock purchase agreement.

 

Westminster American Insurance Company

 

Westminster is a property and casualty insurance company licensed in 18 states and the District of Columbia. Westminster is headquartered in Owings Mills, Maryland and underwrites commercial multi-peril insurance in the states of Delaware, Georgia,

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

Kentucky, Maryland, New Jersey, North Carolina, Pennsylvania, South Carolina, Tennessee, Virginia, West Virginia, and the District of Columbia. Westminster was acquired by NI Holdings on January 1, 2020, via a stock purchase agreement.

Nodak Insurance markets and distributes its policies through its captive agents, while all other companies utilize the independent agent distribution channel. Additionally, all of the Company’s insurance subsidiary and affiliate companies are rated “A” Excellent by A.M. Best Company, Inc. (“AM Best”).

 

The same executive management team provides oversight and strategic direction for the entire organization. Nodak Insurance provides common product oversight, pricing practices, and underwriting standards, as well as underwriting and claims administration, to itself, American West, and Battle Creek. Primero, Direct Auto, and Westminster personnel manage the day-to-day operations of their respective companies.

 

2.Basis of Presentation and Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All material intercompany transactions and balances have been eliminated. These financial statements should be read in conjunction with the financial statements and notes thereto included in our 2022 Annual Report.

The Consolidated Balance Sheet at December 31, 2022, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

The preparation of the interim unaudited consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim unaudited consolidated financial statements and the reported amounts of revenues, claims, and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the interim period ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ended December 31, 2023.

Our 2022 Annual Report describes the accounting policies and estimates that are critical to the understanding of our results of operations, financial condition, and liquidity. The accounting policies and estimation processes described in the 2022 Annual Report were consistently applied to the unaudited consolidated financial statements as of and for the three months ended March 31, 2023 and 2022.

Recent Accounting Pronouncements

Prior to December 31, 2022, we were classified as an emerging growth company (“EGC”) and elected to use the extended transition period for complying with certain new or revised financial accounting standards from the Financial Accounting Standards Board (“FASB”) pursuant to Section 13(a) of the Exchange Act. However, beginning on December 31, 2022, we are no longer an EGC and will no longer have the ability to delay adoption of these new or revised accounting standards, or to take advantage of reduced corporate governance disclosures.

 

Adopted

For information regarding accounting pronouncements that the Company adopted during the periods presented, see Item II, Part 8, Note 2 “Recent Accounting Pronouncements” section of the 2022 Annual Report.

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

 

3.  Investments

The amortized cost and estimated fair value of fixed income securities as of March 31, 2023, and December 31, 2022, were as follows:

   March 31, 2023 
   Cost or
Amortized
Cost
   Allowance for
Expected
Credit Losses
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair Value 
Fixed income securities:                         
U.S. Government and agencies  $10,272   $
   $
   $(809)  $9,463 
Obligations of states and political subdivisions   57,833    
    92    (5,007)   52,918 
Corporate securities   138,302    
    148    (13,324)   125,126 
Residential mortgage-backed securities   57,624    
    198    (5,286)   52,536 
Commercial mortgage-backed securities   30,938    
    
    (4,537)   26,401 
Asset-backed securities   50,781    
    14    (4,436)   46,359 
Redeemable preferred stocks   4,747    
    
    (685)   4,062 
Total fixed income securities  $350,497   $
   $452   $(34,084)  $316,865 
                          

 

   December 31, 2022 
   Cost or
Amortized
Cost
   Allowance for
Expected
Credit Losses
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair Value 
Fixed income securities:                         
U.S. Government and agencies  $11,174   $
   $1   $(1,008)  $10,167 
Obligations of states and political subdivisions   60,342    
    38    (6,454)   53,926 
Corporate securities   136,837    
    109    (15,787)   121,159 
Residential mortgage-backed securities   53,254    
    85    (5,846)   47,493 
Commercial mortgage-backed securities   30,837    
    
    (4,702)   26,135 
Asset-backed securities   45,786    
    
    (5,061)   40,725 
Redeemable preferred stocks   4,747    
    
    (1,028)   3,719 
Total fixed income securities  $342,977   $
   $233   $(39,886)  $303,324 

 

The amortized cost and estimated fair value of fixed income securities by contractual maturity are shown below. Actual maturities could differ from contractual maturities because issuers may have the right to call or prepay these securities.

   March 31, 2023 
   Amortized Cost   Fair Value 
Due to mature:          
One year or less  $9,932   $9,788 
After one year through five years   84,213    79,721 
After five years through ten years   74,106    65,903 
After ten years   38,156    32,095 
Mortgage / asset-backed securities   139,343    125,296 
Redeemable preferred stocks   4,747    4,062 
Total fixed income securities  $350,497   $316,865 

 

   December 31, 2022 
   Amortized Cost   Fair Value 
Due to mature:          
One year or less  $10,130   $9,971 
After one year through five years   81,879    77,031 
After five years through ten years   76,648    65,966 
After ten years   39,696    32,284 
Mortgage / asset-backed securities   129,877    114,353 
Redeemable preferred stocks   4,747    3,719 
Total fixed income securities  $342,977   $303,324 

 

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

Fixed income securities with a fair value of $5,994 at March 31, 2023, and $6,613 at December 31, 2022, were deposited with various state regulatory agencies as required by law. The Company has not pledged any assets to secure any obligations.

The investment category and duration of the Company’s gross unrealized losses on fixed income securities are shown below. Investments with unrealized losses are categorized with a duration of greater than 12 months when all positions of a security have continually been in a loss position for at least 12 months.

   March 31, 2023 
   Less than 12 Months   Greater than 12 months   Total 
   Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
 
Fixed income securities:                              
U.S. Government and agencies  $2,817   $(147)  $6,646   $(662)  $9,463   $(809)
Obligations of states and political subdivisions   11,468    (521)   35,619    (4,486)   47,087    (5,007)
Corporate securities   31,765    (1,385)   85,610    (11,939)   117,375    (13,324)
Residential mortgage-backed securities   6,539    (192)   31,272    (5,094)   37,811    (5,286)
Commercial mortgage-backed securities   5,347    (270)   20,346    (4,267)   25,693    (4,537)
Asset-backed securities   8,204    (129)   32,642    (4,307)   40,846    (4,436)
Redeemable preferred stocks   3,299    (448)   763    (237)   4,062    (685)
Total fixed income securities  $69,439   $(3,092)  $212,898   $(30,992)  $282,337   $(34,084)
                               

 

   December 31, 2022 
   Less than 12 Months   Greater than 12 months   Total 
   Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
 
Fixed income securities:                              
U.S. Government and agencies  $7,078   $(537)  $2,587   $(471)  $9,665   $(1,008)
Obligations of states and political subdivisions   40,213    (3,554)   9,045    (2,900)   49,258    (6,454)
Corporate securities   76,645    (7,944)   39,683    (7,843)   116,328    (15,787)
Residential mortgage-backed securities   21,017    (1,805)   18,519    (4,041)   39,536    (5,846)
Commercial mortgage-backed securities   18,932    (2,674)   7,204    (2,028)   26,136    (4,702)
Asset-backed securities   18,904    (1,522)   21,809    (3,539)   40,713    (5,061)
Redeemable preferred stocks   3,015    (732)   705    (296)   3,720    (1,028)
Total fixed income securities  $185,804   $(18,768)  $99,552   $(21,118)  $285,356   $(39,886)
                               

 

We, along with our investment advisors, frequently review our investment portfolio for declines in fair value that could be indicative of credit losses. Beginning on December 31, 2022, credit losses are recognized through an allowance account. We consider a number of factors when determining if an allowance for credit losses is necessary, including payment and default history, credit spreads, credit ratings and rating actions, and probability of default. We determine the credit loss component of fixed maturity investments by utilizing discounted cash flow modeling to determine the present value of the security and comparing the present value with the amortized cost of the security. We did not recognize any credit losses for fixed income securities at the time of adoption of the new credit loss accounting standard, or during the three months ended March 31, 2023. Therefore, there was no beginning or ending balance of credit losses for the quarter, or activity during the year ended December 31, 2022. See Item II, Part 8, Note 3 “Summary of Significant Accounting Policies” section of the 2022 Annual Report for additional information.

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

Net investment income consisted of the following:

   Three Months Ended March 31, 
   2023   2022 
Fixed income securities  $2,630   $2,161 
Equity securities   320    329 
Real estate   150    166 
Cash and cash equivalents   52    2 
Total gross investment income   3,152    2,658 
Investment expenses   913    1,005 
Net investment income  $2,239   $1,653 
           

 

Net investment gains (losses) consisted of the following:

   Three Months Ended March 31, 
   2023   2022 
Gross realized gains:          
Fixed income securities  $   $46 
Equity securities   12,731    1,073 
Total gross realized gains   12,731    1,119 
           
Gross realized losses, excluding credit impairment losses:          
Fixed income securities   (299)   (3)
Equity securities   (846)   (178)
Total gross realized losses, excluding credit impairment losses   (1,145)   (181)
           
Net realized gains   11,586    938 
           
Change in net unrealized gains on equity securities   (10,170)   (6,466)
Net investment gains (losses)  $1,416   $(5,528)

 

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

 

4.  Fair Value Measurements

 

The Company uses fair value measurements to record fair value adjustments to certain assets to determine fair value disclosures. Investment securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record other assets or liabilities at fair value on a nonrecurring basis. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets. Accounting guidance on fair value measurements and disclosures establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. Level 2 includes fixed income securities with quoted prices that are traded less frequently than exchange traded instruments. Valuation techniques include matrix pricing which is a mathematical technique used widely in the industry to value fixed income securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices.
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).

The Company bases its fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets where there exists limited or no observable market data and, therefore, are based primarily upon the estimates of the Company or other third-parties, are often calculated based on the characteristics of the asset, the economic and competitive environment, and other such factors. Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts which could have been realized in a sale transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective period-end and have not been re-evaluated or updated for purposes of our consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end. Additionally, changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future valuations.

The Company uses quoted values and other data provided by an independent pricing service in its process for determining fair values of its 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 income securities that have quoted prices in active markets, market quotations are provided. For fixed income 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 the Company’s 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.

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 would 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 income security, we would use that estimate. In instances where the Company would be able to obtain fair value estimates from more than one broker-dealer, we would review the range of estimates and 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, the Company classifies such a security as a Level 3 investment.

The fair value estimates of our investments provided by the independent pricing service at each period-end were utilized, among other resources, in reaching a conclusion as to the fair value of its investments.

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

Management reviews the reasonableness of the pricing provided by the independent pricing service by employing various analytical procedures. Management reviews 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 income securities rated lower than “A” by Moody’s Investors Service, Inc. or Standard & Poor’s Financial Services LLC. 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 independent pricing service. In its review, management did not identify any such discrepancies and no adjustments were made to the estimates provided by the independent pricing service for the three-month period ended March 31, 2023, or the year ended December 31, 2022. The classification within the fair value hierarchy is then confirmed based on the final conclusions from the pricing review.

The valuation of cash equivalents and equity securities are generally based on Level 1 inputs, which use the market-approach valuation technique. The valuation of our fixed income securities generally incorporates significant Level 2 inputs using the market and income approach techniques. We may assign a lower level to inputs typically considered to be Level 2 based on our assessment of liquidity and relative level of uncertainty surrounding inputs. There were no assets or liabilities classified at Level 3 at March 31, 2023, or December 31, 2022.

The following tables set forth our assets which are measured on a recurring basis by the level within the fair value hierarchy in which fair value measurements fall:

   March 31, 2023 
   Total   Level 1   Level 2   Level 3 
Fixed income securities:                    
U.S. Government and agencies  $9,463   $
   $9,463   $
 
Obligations of states and political subdivisions   52,918    
    52,918    
 
Corporate securities   125,126    
    125,126    
 
Residential mortgage-backed securities   52,536    
    52,536    
 
Commercial mortgage-backed securities   26,401    
    26,401    
 
Asset-backed securities   46,359    
    46,359    
 
Redeemable preferred stock   4,062    
    4,062    
 
Total fixed income securities   316,865    
    316,865    
 
                     
Equity securities:                    
Common stock   24,481    24,481    
    
 
Non-redeemable preferred stock   1,855    1,855    
    
 
Total equity securities   26,336    26,336    
    
 
                     
Cash equivalents   43,987    43,987    
    
 
Total assets at fair value  $387,188   $70,323   $316,865   $
 

 

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

 

   December 31, 2022 
   Total   Level 1   Level 2   Level 3 
Fixed income securities:                    
U.S. Government and agencies  $10,167   $
   $10,167   $
 
Obligations of states and political subdivisions   53,926    
    53,926    
 
Corporate securities   121,159    
    121,159    
 
Residential mortgage-backed securities   47,493    
    47,493    
 
Commercial mortgage-backed securities   26,135    
    26,135    
 
Asset-backed securities   40,725    
    40,725    
 
Redeemable preferred stock   3,719    
    3,719    
 
Total fixed income securities   303,324    
    303,324    
 
                     
Equity securities:                    
Common stock   50,699    50,699    
    
 
Non-redeemable preferred stock   1,694    1,694    
    
 
Total equity securities   52,393    52,393    
    
 
                     
Cash equivalents   27,255    27,255    
    
 
Total assets at fair value  $382,972   $79,648   $303,324   $
 

There were no liabilities measured at fair value on a recurring basis at March 31, 2023, or December 31, 2022.

5.   Reinsurance

The Company’s consolidated financial statements reflect the effects of assumed and ceded reinsurance transactions. Assumed reinsurance refers to the acceptance of certain insurance risks that other insurance companies have underwritten. Ceded reinsurance involves transferring certain insurance risks (along with the related written and earned premiums) the Company has underwritten to other insurance companies who agree to share these risks. The primary purpose of these agreements is to protect the Company, at a cost, from losses in excess of the amount it is prepared to accept and to protect the Company’s capital. Our ceded reinsurance is placed either on an automatic basis under general reinsurance contracts known as treaties or through facultative contracts placed on substantial individual risks. These contracts do not relieve the Company from its obligations to policyholders.

 

During the three-month period ended March 31, 2023, the Company maintained property catastrophe reinsurance protection covering $133,000 in excess of a $20,000 retention. Additionally, per risk excess of loss treaties provided coverage of $4,000 in excess of $1,000 for property risks and $11,000 in excess of $1,000 for casualty risks, with facultative contracts in place to provide coverage up to $20,000 in excess of $5,000 per property. Aggregate stop loss reinsurance agreements were placed for both crop hail and multi-peril crop coverage. The crop hail aggregate attached at a 100% net loss ratio providing 50 points of cover. The multi-peril crop aggregate attached at a 105% net loss ratio providing 45 points of cover. In addition to the aggregate covers, underlying multi-peril crop reinsurance was provided through the Federal Crop Insurance Corporation (“FCIC”).

 

During the year ended December 31, 2022, the Company maintained property catastrophe reinsurance protection covering $125,000 in excess of a $15,000 retention. Additionally, per risk excess of loss treaties provided coverage of $4,000 in excess of $1,000 for property risks and $11,000 in excess of $1,000 for casualty risks, with facultative contracts in place to provide coverage up to $20,000 in excess of $5,000 per property. Aggregate stop loss reinsurance agreements were placed for both crop hail and multi-peril crop coverage. The crop hail aggregate attached at a 100% net loss ratio providing 50 points of cover. The multi-peril crop aggregate attached at a 105% net loss ratio providing 45 points of cover. In addition to the aggregate covers, underlying multi-peril crop reinsurance was provided through the FCIC.

 

The Company actively monitors and evaluates the financial condition of the reinsurers and develops estimates of the uncollectible amounts due from reinsurers. Beginning on December 31, 2022, credit losses are recognized through an allowance account developed using a new credit loss model (current expected credit losses or “CECL”). See the Part II, Item 8, Note 2 “Recent Accounting Pronouncements” section of the 2022 Annual Report for additional information. Credit loss estimates are made based on periodic evaluation of balances due from reinsurers, changes in reinsurer credit standing, judgments regarding reinsurers’ solvency, known disputes, reporting characteristics of the underlying reinsured business, historical experience, current economic conditions, and the

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

state of reinsurer relations in general. Collection risk is mitigated by entering into reinsurance arrangements only with reinsurers that have strong credit ratings and statutory surplus above certain levels. At March 31, 2023, and December 31, 2022, management has concluded that it is not necessary to record an allowance for expected credit losses related to reinsurance recoverables. All of our significant reinsurance partners are rated “A-” (Excellent) or better by AM Best, and there is no history of write-offs.

A reconciliation of direct to net premiums on both a written and an earned basis is as follows:

   Three Months Ended March 31, 2023 
   Premiums Written   Premiums Earned 
Direct premium  $90,556   $85,474 
Assumed premium   399    576 
Ceded premium   (8,459)   (8,423)
Net premiums  $82,496   $77,627 
           

 

   Three Months Ended March 31, 2022 
   Premiums Written   Premiums Earned 
Direct premium  $75,533   $73,399 
Assumed premium   1,861    1,861 
Ceded premium   (5,660)   (5,673)
Net premiums  $71,734   $69,587 
           

 

A reconciliation of direct to net losses and loss adjustment expenses is as follows:

   Three Months Ended March 31, 
   2023   2022 
Direct losses and loss adjustment expenses  $70,861   $45,495 
Assumed losses and loss adjustment expenses   90    10 
Ceded losses and loss adjustment expenses   (12,126)   (5,376)
Net losses and loss adjustment expenses  $58,825   $40,129 
           

 

If 100% of our ceded reinsurance was cancelled as of March 31, 2023, or December 31, 2022, no ceded commissions would need to be returned to the reinsurers. Reinsurance contracts are typically effective from January 1 through December 31 each year.

 

6.Deferred Policy Acquisition Costs

Expenses directly related to successfully acquire insurance policies, primarily commissions, premium taxes and underwriting costs, are deferred and amortized over the terms of the policies. We update our acquisition cost assumptions periodically to reflect actual experience, and we evaluate the costs for recoverability. The table below shows the deferred policy acquisition costs and asset reconciliation:

   Three Months Ended March 31, 
   2023   2022 
Balance, beginning of period  $29,768   $24,947 
Deferral of policy acquisition costs   20,170    16,948 
Amortization of deferred policy acquisition costs   (18,588)   (15,623)
Balance, end of period  $31,350   $26,272 
           

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

7. Unpaid Losses and Loss Adjustment Expenses

Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:

   Three Months Ended March 31, 
   2023   2022 
Balance, beginning of period:          
Liability for unpaid losses and loss adjustment expenses  $190,459   $139,662 
Reinsurance recoverables on losses   37,575    21,200 
Net balance, beginning of period   152,884    118,462 
           
Incurred related to:          
Current year   48,854    42,116 
Prior years   9,971    (1,987)
Total incurred   58,825    40,129 
           
Paid related to:          
Current year   14,528    13,512 
Prior years   38,033    30,747 
Total paid   52,561    44,259 
           
Balance, end of period:          
Liability for unpaid losses and loss adjustment expenses   204,790    133,694 
Reinsurance recoverables on losses   45,642    19,362 
Net balance, end of period  $159,148   $114,332 
           

 

During the three months ended March 31, 2023, the Company’s incurred reported losses and loss adjustment expenses included $9,971 of net unfavorable development on prior accident years, primarily attributable to Direct Auto and Westminster. During the three months ended March 31, 2022, the Company’s incurred reported losses and loss adjustment expenses included $1,987 of net favorable development on prior accident years, primarily attributable to Battle Creek.

Changes in unpaid losses and loss adjustment expense reserves are generally the result of ongoing analysis of recent loss development trends. As additional information becomes known regarding individual claims, original estimates are increased or decreased accordingly.

8.    Property and Equipment

Property and equipment consisted of the following:

   March 31, 2023   December 31, 2022   Estimated Useful Life
Cost:           
Land  $1,403   $1,403   indefinite
Building and improvements   14,340    14,271   10 – 43 years
Electronic data processing equipment   1,396    1,310   5 – 7 years
Furniture and fixtures   2,919    2,919   5 – 7 years
Automobiles   1,330    1,310   2 – 3 years
Gross cost   21,388    21,213    
              
Accumulated depreciation   (11,470)   (11,370)   
Total property and equipment, net  $9,918   $9,843    
              

Depreciation expense was $182 and $168 for the three months ended March 31, 2023 and 2022, respectively.

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

9.  Goodwill and Other Intangibles

Goodwill

The following table presents the carrying amount of the Company’s goodwill by segment:

   March 31, 2023   December 31, 2022 
Non-standard auto from acquisition of Primero  $2,628   $2,628 
Commercial from acquisition of Westminster   6,756    6,756 
Total  $9,384   $9,384 
           

 

Other Intangible Assets

The following table presents the carrying amount of the Company’s other intangible assets:

March 31, 2023  Gross Carrying
Amount
   Accumulated
Amortization
   Net 
Subject to amortization:               
Trade names  $748   $390   $358 
Distribution network   6,700    1,210    5,490 
Total subject to amortization   7,448    1,600    5,848 
Not subject to amortization:               
State insurance licenses   1,900    
    1,900 
Total  $9,348   $1,600   $7,748 
                

 

December 31, 2022  Gross Carrying
Amount
   Accumulated
Amortization
   Net 
Subject to amortization:               
Trade names  $748   $365   $383 
Distribution network   6,700    1,117    5,583 
Total subject to amortization   7,448    1,482    5,966 
Not subject to amortization:               
State insurance license   1,900    
    1,900 
Total  $9,348   $1,482   $7,866 
                

Amortization expense was $118 and $118 for the three months ended March 31, 2023 and 2022, respectively.

Other intangible assets that have finite lives, including trade names and distribution networks, are amortized over their useful lives. As of March 31, 2023, the estimated amortization of other intangible assets with finite lives for each of the five years in the period ending December 31, 2027, and thereafter is as follows:

Year ending December 31,    
2023 (nine months remaining)  $337 
2024   422 
2025   422 
2026   422 
2027   422 
Thereafter   3,823 
Total other intangible assets with finite lives  $5,848 
      

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

10.  Related Party Transactions

Intercompany Reinsurance Pooling Arrangement

Effective January 1, 2020, all of our insurance subsidiary and affiliate companies entered into an intercompany reinsurance pooling agreement. Nodak Insurance is the lead company of the pool, and assumes the net premiums, net losses, and underwriting expenses from each of the other five companies. Nodak Insurance then retrocedes balances back to each company, while retaining its own share of the pool’s net underwriting results, based on individual pool percentages established in the respective pooling agreement. This arrangement allows each insurance company to rely upon the capacity of the pool’s total statutory capital and surplus. As a result, they are evaluated by AM Best on a group basis and hold a single combined financial strength rating, long-term issuer credit rating, and financial size category.

For the three months ended March 31, 2023, and the year ended December 31, 2022, the pooling share percentages by insurance company were:

   Pool Percentage 
Nodak Insurance Company   66.0% 
American West Insurance Company   7.0% 
Primero Insurance Company   3.0% 
Battle Creek Mutual Insurance Company   2.0% 
Direct Auto Insurance Company   13.0% 
Westminster American Insurance Company   9.0% 
Total   100.0% 

 

North Dakota Farm Bureau

Nodak Insurance was organized by the North Dakota Farm Bureau (“NDFB”) to provide insurance protection for its members. We have a royalty agreement with the NDFB that recognizes the use of their trademark and provides royalties to the NDFB based on the premiums written on Nodak Insurance’s policies. Royalties paid to the NDFB were $357 and $339 during the three months ended March 31, 2023 and 2022, respectively. Royalty amounts payable of $140 and $119 were accrued as a liability to the NDFB at March 31, 2023, and December 31, 2022, respectively.

Dividends

State insurance laws require our insurance subsidiaries to maintain certain minimum capital and surplus amounts on a statutory basis. Our insurance subsidiaries are subject to regulations that restrict the payment of dividends from statutory surplus and may require prior approval from their domiciliary insurance regulatory authorities. Our insurance subsidiaries are also subject to risk-based capital requirements that may further affect their ability to pay dividends. Our insurance subsidiaries statutory capital and surplus at December 31, 2022, exceeded the amount of statutory capital and surplus necessary to satisfy risk-based capital requirements by a significant margin.

For information regarding the availability of subsidiaries to pay dividends to NI Holdings during 2023, see Item II, Part 8, Note 12 “Related Party Transactions” section of the 2022 Annual Report.

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

 

Battle Creek Mutual Insurance Company

The following tables disclose the standalone balance sheets and statements of operations of Battle Creek, prior to intercompany eliminations, to illustrate the impact of including Battle Creek in our Consolidated Balance Sheets and Statements of Operations:

   March 31, 2023   December 31, 2022 
Assets:          
Cash and cash equivalents  $3,559   $5,008 
Investments   14,001    13,350 
Premiums and agents’ balances receivable   5,197    5,422 
Deferred policy acquisition costs   627    595 
Reinsurance recoverables on losses (2)   10,440    12,597 
Accrued investment income   68    59 
Income tax recoverable   
    225 
Deferred income taxes   735    780 
Property and equipment   316    319 
Other assets   56    52 
Total assets  $34,999   $38,407 
           
Liabilities:          
Unpaid losses and loss adjustment expenses  $6,331   $6,453 
Unearned premiums   3,056    2,959 
Notes payable (1)   3,000    3,000 
Pooling payable (1)   7,225    8,337 
Reinsurance losses payable (2)   12,952    13,125 
Accrued expenses and other liabilities   280    2,303 
Total liabilities   32,844    36,177 
           
Equity:          
Non-controlling interest   2,155    2,230 
Total equity   2,155    2,230 
           
Total liabilities and equity  $34,999   $38,407 
           

(1) Amount fully eliminated in consolidation.
(2) Amount partly eliminated in consolidation.  

 

   Three Months Ended March 31, 
   2023   2022 
Revenues:        
Net premiums earned  $1,553   $1,392 
Fee and other income (expense)   10    (5)
Net investment income   67    13 
Total revenues   1,630    1,400 
           
Expenses:          
Losses and loss adjustment expenses   1,177    803 
Amortization of deferred policy acquisition costs   372    312 
Other underwriting and general expenses   163    117 
Total expenses   1,712    1,232 
           
Income (loss) before income taxes   (82)   168 
Income tax expense   208    38 
    Net income (loss)  $(290)  $130 
           

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

11. Benefit Plans

Nodak Insurance sponsors a 401(k) plan with an automatic and matching contribution for eligible employees at Nodak Insurance, Primero, and Direct Auto. Westminster also sponsors a separate 401(k) plan. American West and Battle Creek have no employees. The Company reported expenses related to the 401(k) plans totaling $189 and $148 during the three months ended March 31, 2023 and 2022, respectively.

Nodak Insurance also contributes an additional elective amount of employee compensation as a profit-sharing contribution for eligible employees that is invested in a portfolio of investments directed by the Company. The reported expenses related to this profit-sharing contribution were $249 and $190 during the three months ended March 31, 2023 and 2022, respectively.

All fees associated with the plans are deducted from the eligible employee accounts.

The Company also offers a non-qualified deferred compensation plan to key executives of the Company (as designated by the Board of Directors). The Company’s policy is to fund the plan by amounts that represent the excess of the maximum contribution allowed by the Employee Retirement Income Security Act over the key executives’ allowable 401(k) contribution. The plan also allows employee-directed deferral of key executive’s compensation or incentive payments. The Company reported expenses related to this plan totaling $22 and $104 during the three months ended March 31, 2023 and 2022, respectively.

In connection with our initial public offering (“IPO”) in March 2017, the Company established its Employee Stock Ownership Plan (the “ESOP”). The ESOP is intended to be an employee stock ownership plan within the meaning of Internal Revenue Code Section 4975(e)(7) and invests solely in common stock of the Company.

Upon establishment of the plan, Nodak Insurance loaned $2,400 to the ESOP’s related trust (the “ESOP Trust”). The ESOP loan was for a period of ten years, bearing interest at the long-term Applicable Federal Rate effective on the closing date of the offering (2.79% annually). The ESOP Trust used the proceeds of the loan to purchase shares in our IPO, which resulted in the ESOP Trust owning approximately 1.0% of the Company’s authorized shares. The ESOP has purchased the shares for investment and not for resale.

The shares purchased by the ESOP Trust in the offering are held in a suspense account as collateral for the ESOP loan. Nodak Insurance makes semi-annual cash contributions to the ESOP in amounts no smaller than the amounts required for the ESOP Trust to make its loan payments to Nodak Insurance. While the ESOP makes two loan payments per year, a pre-determined portion of the shares are released from the suspense account and allocated to participant accounts at the end of the calendar year. This release and allocation occurs on an annual basis over the ten-year term of the ESOP loan. Nodak Insurance has a lien on the shares of common stock of the Company held by the ESOP to secure repayment of the loan from the ESOP to Nodak Insurance. If the ESOP is terminated as a result of a change in control of the Company, the ESOP may be required to pay the costs of terminating the plan.

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

It is anticipated that the only assets held by the ESOP will be shares of the Company’s common stock. Participants in the ESOP cannot direct the investment of any assets allocated to their accounts. The ESOP participants are employees of Nodak Insurance. The employees of Primero, Direct Auto, and Westminster do not participate in the ESOP.

Each employee of Nodak Insurance automatically becomes a participant in the ESOP if such employee is at least 21 years old, has completed a minimum of one thousand hours of service with Nodak Insurance, and has completed an Eligibility Computation Period. Employees are not permitted to make any contributions to the ESOP. Participants in the ESOP receive annual reports from the Company showing the number of shares of common stock of the Company allocated to the participants’ accounts and the market value of those shares. The shares are allocated to participants based on compensation as provided for in the ESOP.

In connection with the establishment of the ESOP, the Company created a contra-equity account on the Consolidated Balance Sheet equal to the ESOP’s basis in the shares. The basis of those shares was set at $10.00 per share as part of the IPO. As shares are released from the ESOP suspense account, the contra-equity account is credited, which reduces the impact of the contra-equity account on the Company’s Consolidated Balance Sheet over time. The Company records compensation expense related to the shares released, equal to the number of shares released from the suspense account multiplied by the average market value of the Company’s stock during the period.

The Company recognized compensation expense of $82 and $109 during the three months ended March 31, 2023 and 2022, respectively, related to the ESOP.

Through March 31, 2023, and December 31, 2022, the Company had released and allocated 145,890 ESOP shares to participants, with a remainder of 94,110 ESOP shares in suspense at March 31, 2023 and December 31, 2022. Using the Company’s quarter-end market price of $13.00 per share, the fair value of the unearned ESOP shares was $1,223 at March 31, 2023.

12.       Line of Credit

Nodak Insurance has a $5,000 line of credit with Wells Fargo Bank, N.A. The terms of the line of credit include a floating interest rate of the bank’s Prime Rate with a floor rate of 3.25%. There were no outstanding amounts during the three months ended March 31, 2023, or the year ended December 31, 2022. This line of credit is scheduled to expire on March 31, 2024.

13.       Income Taxes

At March 31, 2023, and December 31, 2022, we had no unrecognized tax benefits, no accrued interest and penalties, and no significant uncertain tax positions. No interest and penalties were recognized during the three-month period ended March 31, 2023, or the year ended December 31, 2022.

At March 31, 2023, and December 31, 2022, the Company, other than Battle Creek and Westminster, had no income tax related carryforwards for net operating losses, alternative minimum tax credits, or capital losses.

Battle Creek, which files its income tax returns on a stand-alone basis, had net operating loss carryforwards of $3,963 at December 31, 2022. These net operating loss carryforwards expire through 2032.

Westminster, which became part of the Company’s consolidated federal income tax return beginning in 2020, had a $1,270 net operating loss carryforward at December 31, 2022. This net operating loss carryforward expires in 2023.

As of March 31, 2023, federal income tax years 2019 through 2021 remain open for examination.

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

14.       Leases

Primero leases a facility in Spearfish, South Dakota under a non-cancellable operating lease expiring in 2023, and leases a facility in Las Vegas, Nevada on a month-to-month basis. Direct Auto leases a facility in Chicago, Illinois under a non-cancellable operating lease expiring in 2029. Nodak Insurance leases a facility in Fargo, North Dakota under a non-cancellable operating lease expiring in 2024.

Effective for the year ended December 31, 2022, the Company adopted the updated guidance for leases. This guidance was adopted in the fourth quarter of 2022, and accordingly, the expense amounts for the period ended March 31, 2023, are not comparable to the period ended March 31, 2022. See Part II, Item 8, Note 2 “Recent Accounting Pronouncements” in the 2022 Annual Report for additional information. Under the new guidance, lease expense for these operating leases is recognized on a straight-line basis over the term of the lease, and a right-of-use asset and lease liability is recognized as part of other assets and other liabilities, respectively, in the Consolidated Balance Sheet at the origination of the lease. The Company currently does not have leases that include options to purchase or provisions that would automatically transfer ownership of the leased property to the Company.

The Company determines whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and directs the use of identified property or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property and equipment. Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates based on the floating interest rate on our Line of Credit with Wells Fargo Bank, N.A. at the lease commencement date, as rates are not implicitly stated in most leases.

Additional information regarding the Company’s operating leases are as follows:

   As of and For the Three Months Ended March 31, 
   2023   2022 
Operating lease expense  $98   $68 
           
Other information on operating leases:          
Operating cash outflow from operating leases   101    68 
Right-of-use assets obtained in exchange for new lease liabilities   
    
 
Weighted average discount rate   3.25%    3.25% 
Weighted average remaining lease term in years   6.1 years    6.8 years

 

 

The following table presents the contractual maturities of the Company’s operating leases for each of the five years in the period ending December 31, 2027, and thereafter, reconciled to the Company’s operating lease liability at March 31, 2023:

 

Year ending December 31,    
2023 (nine months remaining)  $262 
2024   321 
2025   286 
2026   291 
2027   296 
Thereafter   479 
      Total undiscounted lease payments   1,935 
Less: present value adjustment   179 
      Operating lease liability at March 31, 2023  $1,756 

 

15.  Contingencies

We have been named as a defendant in various lawsuits relating to our insurance operations. Contingent liabilities arising from litigation, income taxes, and other matters are not considered to be material to our financial position.

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

16.Common and Preferred Stock

Common Stock

Changes in the number of common stock shares outstanding were as follows:

   Three Months Ended March 31, 
   2023   2022 
Shares outstanding, beginning of period   21,076,255    21,219,808 
Treasury shares repurchased through stock repurchase authorization   (46,099)   (54,872)
Issuance of treasury shares for vesting of restricted stock units   32,199    90,704 
Shares outstanding, end of period   21,062,355    21,255,640 
           

 

The changes in the number of common shares outstanding excludes certain non-forfeitable stock award shares that are included in the weighted average common shares outstanding used in basic earnings per common share calculations. In addition, the net loss per diluted common share for the three-month period ended March 31, 2023, excluded the weighted average effects of 61,290 shares of stock awards, since the impacts of these potential shares of common stock were anti-dilutive.

On August 11, 2021, our Board of Directors approved an authorization for the repurchase of up to approximately $5,000 of the Company’s outstanding common stock. During the six months ended December 31, 2021, we completed the repurchase of 81,095 shares of our common stock for $1,554 under this new authorization. During the year ended December 31, 2022, we completed the repurchase of 214,937 shares of our common stock for $3,446 to close out this authorization. Of these amounts, 54,872 shares were repurchased for $997 during the three months ended March 31, 2022.

On May 9, 2022, our Board of Directors approved an authorization for the repurchase of up to approximately $10,000 of the Company’s outstanding common stock. During the year ended December 31, 2022, we completed the repurchase of 54,223 shares of our common stock for $734 under this authorization. During the three months ended March 31, 2023, we completed the repurchase of 46,099 shares of our common stock for $621. At March 31, 2023, $8,645 remains outstanding under this authorization.

The cost of this treasury stock is a reduction of shareholders’ equity within our Consolidated Balance Sheets.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”) which, among other changes, created a new corporate alternative minimum tax (“AMT”) based on adjusted financial statement income and imposes a 1% excise tax on corporate stock repurchases. The effective date of these provisions was January 1, 2023. The Company is not currently subject to the AMT based on our reported GAAP earnings for the past three years. For periods subsequent to the effective date of the IRA, the cost of treasury stock acquired, less the fair market value of any stock issued, will include the 1% excise tax imposed by the IRA.

Preferred Stock

The Company’s Articles of Incorporation provide authority to issue up to five million shares of preferred stock. No preferred shares are issued or outstanding.

17.Share-Based Compensation

At its 2020 Annual Shareholders’ Meeting, the NI Holdings, Inc. 2020 Stock and Incentive Plan (the “Plan”) was approved by shareholders. The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, independent contractors, advisors, and non-employee directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to afford such persons an opportunity to acquire an ownership interest in the Company, thereby aligning the interests of such persons with the Company’s shareholders.

The Plan provides for the grant of nonqualified stock options, incentive stock options, restricted stock units (“RSUs”), stock appreciation rights, dividend equivalents, and performance share units (“PSUs”) to employees, officers, consultants, advisors, non-employee directors, and independent contractors designated by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Awards made under the Plan are based upon, among other things, a participant’s level of responsibility and performance within the Company.

The total aggregate number of shares of common stock that may be issued under the Plan shall not exceed 1,000,000 shares, subject to adjustments as provided in the Plan. No eligible participant may be granted any awards for more than 100,000 shares in the aggregate

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

in any calendar year, subject to adjustment in accordance with the Plan. The aggregate amount payable pursuant to all performance awards denominated in cash to any eligible person in any calendar year is limited to $1,000 in value. Directors who are not also employees of the Company may not be granted awards denominated in shares that exceed $150 in any calendar year.

Restricted Stock Units

The Compensation Committee has awarded RSUs to non-employee directors and select executives. RSUs are promises to issue actual shares of common stock at the end of a vesting period. The RSUs granted to executives under the Plan were based on salary and vest 20% per year over a five-year period, while RSUs granted to non-employee directors vest 100% on the date of the next annual meeting of shareholders following the grant date. Dividend equivalents on RSUs are accrued during the vesting period and paid in cash at the end of the vesting period, but are subject to forfeiture until the underlying shares become vested. Participants do not have voting rights with respect to RSUs.

The Company recognizes stock-based compensation costs for RSUs based on the grant date fair value. The compensation costs are normally expensed over the vesting periods to each vesting date; however, the cost of RSUs granted to executives are expensed immediately if the executive has met certain retirement criteria and the RSUs become non-forfeitable. Estimated forfeitures are included in the determination of compensation costs. No forfeitures are currently estimated.

A summary of the Company’s outstanding and unearned RSUs is presented below:

   RSUs  

Weighted-Average
Grant-Date

Fair Value

Per Share

 
Units outstanding and unearned at January 1, 2022   108,380   $16.86 
RSUs granted during 2022   59,600    17.61 
RSUs earned during 2022   (52,620)   17.39 
Units outstanding and unearned at December 31, 2022   115,360    17.00 
           
RSUs granted during 2023   58,400    13.85 
RSUs earned during 2023   (35,180)   16.22 
Units outstanding and unearned at March 31, 2023   138,580    15.87 
           

 

The following table shows the impact of RSU activity to the Company’s financial results:

   Three Months Ended March 31, 
   2023   2022 
RSU compensation expense  $302   $273 
Income tax benefit   (69)   (62)
RSU compensation expense, net of income taxes  $233   $211 
           

 

At March 31, 2023, there was $1,322 of unrecognized compensation cost related to outstanding RSUs. That cost is expected to be recognized over a weighted-average period of 2.22 years.

Performance Share Units

The Compensation Committee has awarded PSUs to select executives. PSUs are promises to issue actual shares of common stock at the end of a vesting period, if certain performance conditions are met. The PSUs granted to employees under the Plan were based on salary and include a three-year book value cumulative growth target with threshold and stretch goals. They will vest on the third anniversary of the grant date, subject to the participant’s continuous employment through the vesting date and the level of performance achieved. Dividend equivalents on PSUs are accrued and paid in cash at the end of the performance period in accordance with the level of performance achieved, but are subject to forfeiture until the underlying shares become vested. Participants do not have voting rights with respect to PSUs.

The Company recognizes stock-based compensation costs for PSUs based on the grant date fair value over the performance period of the awards. Estimated forfeitures are included in the determination of compensation costs. The current cost estimates represent the Company’s forecasted performance against cumulative growth targets.

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

 

A summary of the Company’s outstanding PSUs is presented below:

   PSUs  

Weighted-Average
Grant-Date

Fair Value

Per Share

 
Units outstanding at January 1, 2022   190,600   $16.06 
PSUs granted during 2022 (at target)   61,800    18.10 
PSUs earned during 2022   (86,684)   15.21 
Performance adjustment (1)   31,200    15.21 
Forfeitures   (6,916)   15.21 
Units outstanding at December 31, 2022   190,000    17.00 
           
PSUs granted during 2023 (at target)   87,400    13.85 
PSUs earned during 2023        
Performance adjustment (1)   (63,600)   14.26 
Forfeitures        
Units outstanding at March 31, 2023   213,800    16.53 

 

(1)  Represents the change in PSUs issued based upon the attainment of performance goals established by the Company.

 

The following table shows the impact of PSU activity to the Company’s financial results:

   Three Months Ended March 31, 
   2023   2022 
PSU compensation expense  $138   $261 
Income tax benefit   (31)   (59)
PSU compensation expense, net of income taxes  $107   $202 
           

 

The cost estimates for PSU grants represent initial target awards until the Company can reasonably forecast the financial performance of each PSU award grant. At the end of the performance period, the Company will reflect a performance adjustment, which may be either an increase or decrease from the initial target awards. The actual number of shares to be issued at the end of the performance period will range from 0% to 150% of the initial target awards.

At March 31, 2023, there was $1,455 of unrecognized compensation cost related to outstanding PSUs. That cost is expected to be recognized over a weighted-average period of 2.68 years.

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

 

18.       Allowance for Expected Credit Losses

Premiums Receivable

Beginning on December 31, 2022, credit losses are recognized through an allowance account developed using the new CECL model. This guidance was adopted in the fourth quarter of 2022, and accordingly, there was no allowance for expected credit losses as of March 31, 2022. See the Part II, Item 8, Note 2 “Recent Accounting Pronouncements” section of the 2022 Annual Report for additional information. The following table presents the balances of premiums and agents’ receivable balances, net of the allowance for expected credit losses as of March 31, 2023, and the changes in the allowance for expected credit losses for the three months ended March 31, 2023.

   As of and For the Three Months Ended March 31, 2023 
   Premiums
Receivable, Net of
Allowance for
Expected Credit
Losses
   Allowance for
Expected Credit
Losses
 
Balance, beginning of period  $62,173   $425 
           
Current period charge for expected credit losses   
 
    90 
Write-offs of uncollectible premiums receivable   
 
    70 
           
Balance, end of period  $64,502   $445 

 

19.Segment Information

We have six reportable operating segments, which consist of private passenger auto insurance, non-standard auto insurance, home and farm insurance, crop insurance, commercial insurance, and all other (which primarily consists of assumed reinsurance and our excess liability business). We operate only in the U.S., and no single customer or agent provides 10 percent or more of our revenues. The following tables provide available information of these segments for the three-month periods ended March 31, 2023 and 2022.

For purposes of evaluating profitability of the non-standard auto segment, management combines the policy fees paid by the insured with the underwriting gain or loss as its primary measure. As a result, these fees are allocated to the non-standard auto segment (included in fee and other income) in the tables below. The remaining fee and other income amounts are not allocated to any segment.

We do not assign or allocate all line items in our Unaudited Consolidated Statement of Operations or Unaudited Consolidated Balance Sheet to our operating segments. Those line items include investment income, net investment gains (losses), other income excluding non-standard auto insurance fees, and income tax expense (benefit) within the Unaudited Consolidated Statement of Operations. For the Unaudited Consolidated Balance Sheet, those items include cash and investments, property and equipment, other assets, accrued expenses, income taxes recoverable or payable, and shareholders’ equity.

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

   Three Months Ended March 31, 2023 
   Private
Passenger
Auto
   Non-Standard
Auto
   Home and
Farm
   Crop   Commercial   All Other   Total 
Direct premiums earned  $20,541   $20,971   $22,433   $(10)  $20,230   $1,309   $85,474 
Assumed premiums earned   
    
    
        
    576    576 
Ceded premiums earned   (888)   (92)   (2,442)   (715)   (4,213)   (73)   (8,423)
Net premiums earned   19,653    20,879    19,991    (725)   16,017    1,812    77,627 
                                    
Direct losses and loss adjustment expenses   15,624    17,038    9,523    (669)   29,322    23    70,861 
Assumed losses and loss adjustment expenses   
    
    
        
    90    90 
Ceded losses and loss adjustment expenses   1    
    (804)   (104)   (11,208)   (11)   (12,126)
Net losses and loss adjustment expenses   15,625    17,038    8,719    (773)   18,114    102    58,825 
                                    
Gross margin   4,028    3,841    11,272    48    (2,097)   1,710    18,802 
                                    
Underwriting and general expenses   6,418    8,994    6,205    32    6,086    509    28,244 
Underwriting gain (loss)   (2,390)   (5,153)   5,067    16    (8,183)   1,201    (9,442)
                                    
Fee and other income        232                        274 
         (4,921)                         
Net investment income                                 2,239 
Net investment gains (losses)                                 1,416 
Income (loss) before income taxes                                 (5,513)
Income tax expense (benefit)                                 (1,013)
Net income (loss)                                 (4,500)
Net income (loss) attributable to non-controlling interest                                 (290)
Net income (loss) attributable to NI Holdings, Inc.                                $(4,210)
                                    
Operating Ratios:                                   
Loss and loss adjustment expense ratio   79.5%    81.6%    43.6%    
n/a
    113.1%    5.6%    75.8% 
Expense ratio   32.7%    43.1%    31.1%    
n/a
    38.0%    28.1%    36.4% 
Combined ratio   112.2%    124.7%    74.7%    
n/a
    151.1%    33.7%    112.2% 
                                    
                                    
Balances at March 31, 2023:                                   
Premiums and agents’ balances receivable  $21,743   $16,642   $8,954   $93   $16,301   $769   $64,502 
Deferred policy acquisition costs   5,309    10,716    7,279    
    7,616    430    31,350 
Reinsurance recoverables on losses   1,280    
    5,845    51    37,669    797    45,642 
Receivable from Federal Crop Insurance Corporation   
    
    
    14,034    
    
    14,034 
Goodwill and other intangibles   
    2,748    
    
    14,384    
    17,132 
Unpaid losses and loss adjustment expenses   27,366    50,876    29,165    421    89,296    7,666    204,790 
Unearned premiums   32,378    33,711    44,446    
    39,975    2,957    153,467 

 

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NI Holdings, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollar amounts in thousands, except per share amounts) 

 

 

   Three Months Ended March 31, 2022 
   Private
Passenger
Auto
   Non-Standard
Auto
   Home and
Farm
   Crop   Commercial   All Other   Total 
Direct premiums earned  $19,301   $14,442   $21,179   $(17)  $17,230   $1,264   $73,399 
Assumed premiums earned                       1,861    1,861 
Ceded premiums earned   (559)   (64)   (1,967)   4    (3,042)   (45)   (5,673)
Net premiums earned   18,742    14,378    19,212    (13)   14,188    3,080    69,587 
                                    
Direct losses and loss adjustment expenses   14,526    8,491    7,192    (103)   15,063    326    45,495 
Assumed losses and loss adjustment expenses                       10    10 
Ceded losses and loss adjustment expenses   185        (352)   (63)   (5,046)   (100)   (5,376)
Net losses and loss adjustment expenses   14,711    8,491    6,840    (166)   10,017    236    40,129 
                                    
Gross margin   4,031    5,887    12,372    153    4,171    2,844    29,458 
                                    
Underwriting and general expenses   5,768    6,091    5,973    (552)   5,336    788    23,404 
Underwriting gain (loss)   (1,737)   (204)   6,399    705    (1,165)   2,056    6,054 
                                    
Fee and other income        388                        428 
         184                          
Net investment income                                 1,653 
Net investment gains (losses)                                 (5,528)
Income (loss) before income taxes                                 2,607 
Income tax expense (benefit)                                 568 
Net income (loss)                                 2,039 
Net income (loss) attributable to non-controlling interest                                 130 
Net income (loss) attributable to NI Holdings, Inc.                                $1,909 
                                    
Operating Ratios:                                   
Loss and loss adjustment expense ratio   78.5%    59.1%    35.6%    
n/a
    70.6%    7.7%    57.7% 
Expense ratio   30.8%    42.4%    31.1%    
n/a
    37.6%    25.6%    33.6% 
Combined ratio   109.3%    101.4%    66.7%    
n/a
    108.2%    33.2%    91.3% 
                                    
                                    
Balances at March 31, 2022:                                   
Premiums and agents’ balances receivable  $19,627   $12,098   $8,991   $   $13,442   $722   $54,880 
Deferred policy acquisition costs   5,076    7,126    7,246        6,392    432    26,272 
Reinsurance recoverables on losses   817        3,559    75    14,184    727    19,362 
Goodwill and other intangibles       2,798            14,806        17,604 
Unpaid losses and loss adjustment expenses   26,340    41,948    17,130    421    38,640    9,215    133,694 
Unearned premiums   29,573    20,933    42,307        34,181    3,281    130,275 
Payable to Federal Crop Insurance Corporation   
    
    
    7,059    
    
    7,059 
                                    

 

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

The following discussion is intended to provide a more comprehensive review of our operating results and financial condition than can be obtained from reading the unaudited consolidated financial statements alone. This discussion should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in Part I, Item 1, “Financial Statements.” Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q constitutes forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” included elsewhere in this Form 10-Q. Part I, Item 1A, “Risk Factors” included in our 2022 Annual Report should also be reviewed for a discussion of important factors that could cause actual results to differ materially from the results described, or implied by, the forward-looking statements contained herein.

All dollar amounts included in Item 2 herein are in thousands.

Results of Operations

Our consolidated net loss was $4,500 for the three months ended March 31, 2023, compared to net income of $2,039 for the three months ended March 31, 2022.

The major components of revenues and net income (loss) are shown below:

   Three Months Ended March 31, 
   2023   2022 
Revenues:          
Net premiums earned  $77,627   $69,587 
Fee and other income   274    428 
Net investment income   2,239    1,653 
Net investment gains (losses)   1,416    (5,528)
Total revenues  $81,556   $66,140 
           
Components of net income (loss):          
Net premiums earned  $77,627   $69,587 
Losses and loss adjustment expenses   58,825    40,129 
Amortization of deferred policy acquisition costs and other underwriting and general expenses   28,244    23,404 
Underwriting gain (loss)   (9,442)   6,054 
           
Fee and other income   274    428 
Net investment income   2,239    1,653 
Net investment gains (losses)   1,416    (5,528)
Income (loss) before income taxes   (5,513)   2,607 
Income tax expense (benefit)   (1,013)   568 
Net income (loss)  $(4,500)  $2,039 
           

 

Net Premiums Earned

   Three Months Ended March 31, 
   2023   2022 
Net premiums earned:          
Direct premium  $85,474   $73,399 
Assumed premium   576    1,861 
Ceded premium   (8,423)   (5,673)
Total net premiums earned  $77,627   $69,587 
           

 

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Our net premiums earned for the three months ended March 31, 2023, increased $8,040, or 11.6%, compared to the three months ended March 31, 2022.

   Three Months Ended March 31, 
   2023   2022 
Net premiums earned:          
Private passenger auto  $19,653   $18,742 
Non-standard auto   20,879    14,378 
Home and farm   19,991    19,212 
Crop   (725)   (13)
Commercial   16,017    14,188 
All other   1,812    3,080 
Total net premiums earned  $77,627   $69,587 
           

 

Below are comments regarding net premiums earned by business segment:

Private passenger auto Net premiums earned for the three months ended March 31, 2023, increased $911, or 4.9%, compared to the same period in 2022. This increase was driven by significant rate increases in North Dakota, South Dakota, and Nebraska, offset by lower retention levels as a result of underwriting actions taken to improve profitability.

Non-standard auto Net premiums earned for the three months ended March 31, 2023, increased $6,501, or 45.2%, compared to the same period in 2022. This increase was driven by new business growth, increased retention, and significant rate increases in the Chicago market where our non-standard auto business is concentrated.

Home and farm Net premiums earned for the three months ended March 31, 2023, increased $779, or 4.1%, compared to the same period in 2022. This increase was driven by rate increases along with increased insured property values, which were primarily the result of higher inflationary factors. These premium increases were partially offset by lower levels of new business as a result of underwriting actions taken to improve profitability.

Crop Net premiums earned for the first quarter of any year are the result of minor prior crop year premium adjustments which typically occur annually during the first quarter. The majority of crop insurance premiums are generally written in the second quarter and earned ratably over the remainder of the calendar year.

Commercial Net premiums earned for the three months ended March 31, 2023, increased $1,829, or 12.9%, compared to the same period in 2022. This increase was driven by increased insured values which were primarily the result of higher inflationary factors as well as continued increases in rate and new business premiums.

All other Net premiums earned for the three months ended March 31, 2023, decreased $1,268, or 41.2%, compared to the same period in 2022. This decrease was driven by the decision to non-renew our participation in an assumed domestic and international reinsurance pool of business as of January 1, 2022.

 

Losses and Loss Adjustment Expenses

   Three Months Ended March 31, 
   2023   2022 
Net losses and loss adjustment expenses:          
Direct losses and loss adjustment expenses  $70,861   $45,495 
Assumed losses and loss adjustment expenses   90    10 
Ceded losses and loss adjustment expenses   (12,126)   (5,376)
Total net losses and loss adjustment expenses  $58,825   $40,129 
           

 

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Our net losses and loss adjustment expenses for the three months ended March 31, 2023, increased $18,696, or 46.6%, compared to the three months ended March 31, 2022.

 

   Three Months Ended March 31, 
   2023   2022 
Net losses and loss adjustment expenses:          
Private passenger auto  $15,625   $14,711 
Non-standard auto   17,038    8,491 
Home and farm   8,719    6,840 
Crop   (773)   (166)
Commercial   18,114    10,017 
All other   102    236 
Total net losses and loss adjustment expenses  $58,825   $40,129 
           

 

   Three Months Ended March 31, 
   2023   2022 
Loss and loss adjustment expense ratio:          
Private passenger auto   79.5%    78.5% 
Non-standard auto   81.6%    59.1% 
Home and farm   43.6%    35.6% 
Crop   n/a    n/a 
Commercial   113.1%    70.6% 
All other   5.6%    7.7% 
Total loss and loss adjustment expense ratio   75.8%    57.7% 
           

 

Below are comments regarding significant changes in the net losses and loss adjustment expenses, and the net loss and loss adjustment expense ratios, by business segment:

Private passenger auto The net loss and loss adjustment expense ratio increased 1.0 percentage point in the three-month period ended March 31, 2023, compared to the same period in 2022. Both periods were affected by elevated loss costs due to continued high levels of inflation. Additionally, 2023 was impacted by elevated winter weather-related losses.

Non-standard auto The net loss and loss adjustment expense ratio increased 22.5 percentage points in the three-month period ended March 31, 2023, compared to the same period in 2022. The increase was driven by elevated loss severity as a result of inflationary factors as well as unfavorable prior year development on loss reserves. We continue to take significant rate and underwriting actions as a result of the increased loss activity.

Home and farm The net loss and loss adjustment expense ratio increased 8.0 percentage points in the three-month period ended March 31, 2023, compared to the same period in 2022. This increase was driven by elevated winter weather-related property losses due to heavy snowfall in the Midwest that caused ice dams and roof collapses.

Crop The net losses and loss adjustment expenses during the first quarter of any year are reflective of minor prior crop year adjustments which typically occur annually during the first quarter.

Commercial The net loss and loss adjustment expense ratio increased 42.5 points in the three-month period ended March 31, 2023, compared to the same period in 2022. This higher loss ratio was driven by unfavorable prior year reserve development attributable to freeze claims from Winter Storm Elliott as well as increased severity of liability losses. We are in the process of taking significant rate and underwriting actions to improve the segment’s profitability.

All other The net loss and loss adjustment expense ratio decreased 2.1 percentage points in the three-month period ended March 31, 2023, compared to the same period in 2022. This decrease was driven by improved loss experience in the excess casualty line of business.

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Underwriting and General Expenses and Expense Ratio

   Three Months Ended March 31, 
   2023   2022 
Underwriting and general expenses:          
Amortization of deferred policy acquisition costs  $18,588   $15,623 
Other underwriting and general expenses   9,656    7,781 
Total underwriting and general expenses   28,244    23,404 
           
Expense ratio   36.4%    33.6% 

 

The expense ratio is calculated by dividing other underwriting and general expenses and amortization of deferred policy acquisition costs by net premiums earned. The expense ratio measures a company’s operational efficiency in producing, underwriting, and administering its insurance business. The overall expense ratio increased 2.8 percentage points in the three-month period ended March 31, 2023, compared to the same period in 2022. The increase in the amortization of deferred policy acquisition costs is due to higher deferrable costs resulting from significant premium growth in the non-standard auto and commercial segments, which generally pay higher agent commissions than our other segments, compared to the prior year quarter. The primary drivers of the increase in other underwriting and general expenses were the impact of continued high levels of inflation and the favorable impact on the prior year quarter of the runout of the 2021 crop year multi-peril crop insurance business which reduced overall expenses for that period.

Underwriting Gain (Loss) and Combined Ratio

   Three Months Ended March 31, 
   2023   2022 
Underwriting gain (loss):          
Private passenger auto  $(2,390)  $(1,737)
Non-standard auto   (5,153)   (204)
Home and farm   5,067    6,399 
Crop   16    705 
Commercial   (8,183)   (1,165)
All other   1,201    2,056 
Total underwriting gain (loss)  $(9,442)  $6,054 
           

 

   Three Months Ended March 31, 
   2023   2022 
Combined ratio:          
Private passenger auto   112.2%    109.3% 
Non-standard auto   124.7%    101.4% 
Home and farm   74.7%    66.7% 
Crop   n/a    n/a 
Commercial   151.1%    108.2% 
All other   33.7%    33.2% 
Combined ratio   112.2%    91.3% 
           

 

Underwriting gain (loss) measures the pre-tax profitability of our insurance operations. It is derived by subtracting losses and loss adjustment expenses, amortization of deferred policy acquisition costs, and other underwriting and general expenses from net premiums earned. The combined ratio represents the sum of these losses and expenses as a percentage of net premiums earned, and measures our overall underwriting profit.

The total underwriting gain (loss) changed $15,496 to a loss of $9,442 for the three-month period ended March 31, 2023, from a gain of $6,054 for the three-month period ended March 31, 2022. These results were driven by the factors discussed in the Loss and Loss Adjustment Expenses section above.

The overall combined ratio increased 20.9 percentage points in the three-month period ended March 31, 2023, compared to the same periods in 2022. These results were driven by the factors discussed in the Loss and Loss Adjustment Expenses section above.

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Fee and Other Income

We had fee and other income of $274 for the three months ended March 31, 2023, compared to $428 for the three months ended March 31, 2022. Fee income is largely attributable to the non-standard auto segment and is a key component in measuring its profitability. Fee and other income on this business decreased to $232 for the three months ended March 31, 2023, from $388 for the three months ended March 31, 2022, driven by a shifting mix of business in the Chicago market. Additionally, the higher fee and other income in the prior year was primarily driven by miscellaneous income from the sale of property.

Net Investment Income

The following table shows our average cash and invested assets, net investment income, and return on average cash and invested assets for the reported periods:

   Three Months Ended March 31, 
   2023   2022 
Average cash and invested assets  $405,608   $499,385 
Net investment income  $2,239   $1,653 
           
Gross return on average cash and invested assets   3.1%    2.1% 
Net return on average cash and invested assets   2.2%    1.3% 

 

 

Net investment income increased $586 for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. This increase was primarily driven by the rising interest rate environment as well as a higher allocation of invested assets to private placement securities and high dividend yield equities.

Gross and net return on average cash and invested assets increased year-over-year, driven by the higher net investment income along with a decrease in average cash and invested assets (measured at fair value). This decrease was driven by unfavorable fixed income and equity market conditions particularly during the middle and later stages of 2022, along with investment sales as a result of elevated weather-related losses in 2022.

Net Investment Gains (Losses)

Net investment gains (losses) consisted of the following:

   Three Months Ended March 31, 
   2023   2022 
Gross realized gains  $12,731   $1,119 
Gross realized losses, excluding credit impairment losses   (1,145)   (181)
Net realized gains   11,586    938 
Change in net unrealized gains on equity securities   (10,170)   (6,466)
Net investment gains (losses)  $1,416   $(5,528)

 

We had net realized gains of $11,586 for the three months ended March 31, 2023, compared to gains of $938 for the three months ended March 31, 2022. The increase in net realized gains was the result of a strategic liquidation of a portfolio of equity securities. The gross realized gains from the sale of these securities were largely offset by the elimination of the unrealized gain position of these securities. No credit impairment losses were reported during any of the periods presented.

We experienced a decrease in net unrealized gains on equity securities of $10,170 during the three months ended March 31, 2023, driven by the equity portfolio liquidation noted above offset by the impact of changes in fair value attributable to favorable equity markets during the quarter. We experienced a decrease in net unrealized gains on equity securities of $6,466 during the three months ended March 31, 2022, driven by the impact of changes in fair value attributable to unfavorable equity markets.

Our fixed income securities are classified as available for sale because we will, from time to time, make sales of securities that are not impaired, consistent with our investment goals and policies. The fixed income portion of the portfolio experienced net unrealized gains of $6,021 during the three months ended March 31, 2023, compared to net unrealized losses of $20,937 during the three months ended March 31, 2022. The change was primarily the result of changes in U.S. interest rates. The change in the fair value of fixed income securities is not reflected in net income; rather it is reflected as a separate component (net of income taxes) of other comprehensive income.

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Income (Loss) before Income Taxes

For the three months ended March 31, 2023, we had a pre-tax loss of $5,513 compared to pre-tax income of $2,607 for the three months ended March 31, 2022. This change was largely attributable to unfavorable prior year loss development in the non-standard auto and commercial segments, partially offset by significantly higher 2023 net investment gains.

Income Tax Expense (Benefit)

We recorded an income tax benefit of $1,013 for the three months ended March 31, 2023, compared to income tax expense of $568 for the three months ended March 31, 2022. Our effective tax rate for the first quarter of 2023 was 18.4% compared to an effective tax rate of 21.8% for the first quarter of 2022. The first quarter 2023 effective tax rate was impacted by the true-up of a prior year tax accrual.

Net Income (Loss)

For the three months ended March 31, 2023, we had a net loss before non-controlling interest of $4,500 compared to net income of $2,039 for the three months ended March 31, 2022. This change was largely attributable to unfavorable prior year loss development in the non-standard auto and commercial segments, partially offset by significantly higher 2023 net investment gains.

Return on Average Equity

For the three months ended March 31, 2023, we had annualized return on average equity, after non-controlling interest, of (6.7%) compared to annualized return on average equity, after non-controlling interest, of 2.3% for the three months ended March 31, 2022. Average equity is calculated as the average between beginning and ending equity, excluding non-controlling interest, for the period.

 

Critical Accounting Policies

The preparation of financial statements in accordance with GAAP requires both the use of estimates and judgment relative to the application of appropriate accounting policies. We are required to make estimates and assumptions in certain circumstances that affect amounts reported in the unaudited consolidated financial statements and related footnotes. We evaluate these estimates and assumptions on an ongoing basis based on historical developments, market conditions, industry trends, and other information that we believe to be reasonable under the circumstances. There can be no assurance that actual results will conform to these estimates and assumptions or that reported results of operations will not be materially and adversely affected by the need to make accounting adjustments to reflect changes in these estimates and assumptions from time to time. Our critical accounting policies are more fully described in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2022 Annual Report. There have been no changes in our critical accounting policies from December 31, 2022.

 

Liquidity and Capital Resources

We expect to 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 for the foreseeable future. The primary sources of funds are premium collections, investment earnings, fixed income maturities, and the remaining proceeds from our 2017 IPO.

The change in cash and cash equivalents for the three months ended March 31, 2023 and 2022 were as follows:

   Three Months Ended March 31, 
   2023   2022 
Net cash flows from operating activities  $(4,351)  $3,849 
Net cash flows from investing activities   19,428    (12,302)
Net cash flows from financing activities   (794)   (8,228)
Net increase (decrease) in cash and cash equivalents  $14,283   $(16,681)
           

 

For the three months ended March 31, 2023, net cash used by operating activities totaled $4,351 compared to net cash provided of $3,849 a year ago. This change was primarily driven by higher levels of loss and loss adjustment payments as well as payments for accrued expenses and other liabilities.

For the three months ended March 31, 2023, net cash provided by investing activities totaled $19,428 compared to net cash used of $12,302 a year ago. This change was attributable to an increase in the sales of equity securities in the current year quarter compared to the prior year quarter for which some of the proceeds have not been reinvested as of March 31, 2023.

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For the three months ended March 31, 2023, net cash used by financing activities totaled $794 compared to $8,228 a year ago. This decrease in cash used was attributable to an installment payment of $6,667 on the Westminster consideration payable during the first quarter of 2022.

As a standalone entity, and outside of the net proceeds from the IPO, our principal source of long-term liquidity will be dividend payments from our directly-owned subsidiaries.

Nodak Insurance is restricted by the insurance laws of North Dakota as to the amount of dividends or other distributions it may pay to NI Holdings. North Dakota law sets the maximum amount of dividends that may be paid by Nodak Insurance during any twelve-month period after notice to, but without prior approval of, the North Dakota Insurance Department. This amount cannot exceed the lesser of (i) 10% of surplus as regards policyholders as of the preceding December 31, or (ii) the statutory net income for the preceding calendar year (excluding realized capital gains), less any prior dividends paid during such twelve-month period. In addition, any insurance company other than a life insurance company may carry forward net income from the preceding two calendar years, not including realized investment gains, less any dividends actually paid during those two calendar years. Dividends in excess of this amount are considered “extraordinary” and are subject to the approval of the North Dakota Insurance Department.

There is no amount available for payment of dividends from Nodak Insurance to NI Holdings during 2023 without the prior approval of the North Dakota Insurance Department based upon the net loss of Nodak Insurance as of December 31, 2022. Prior to its payment of any dividend, Nodak Insurance will be required to provide notice of the dividend to the North Dakota Insurance Department. This notice must be provided to the North Dakota Insurance Department 30 days prior to the payment of an extraordinary dividend and 10 days prior to the payment of an ordinary dividend. The North Dakota Insurance Department has the power to limit or prohibit dividend payments if an insurance company is in violation of any law or regulation. These restrictions or any subsequently imposed restrictions may affect our future liquidity. No dividends were declared or paid by Nodak Insurance during the three months ended March 31, 2023. The Nodak Insurance Board of Directors declared and Nodak Insurance paid dividends of $3,000 to NI Holdings during the year ended December 31, 2022.

Direct Auto re-domesticated from Illinois to North Dakota during 2021, and is now subject to the same dividend restrictions as Nodak Insurance. There is no amount available for payment of dividends from Direct Auto to NI Holdings during 2023 without the prior approval of the North Dakota Insurance Department based upon the net loss of Direct Auto for the year ended December 31, 2022. No dividends were declared or paid by Direct Auto during the three months ended March 31, 2023, or the year ended December 31, 2022.

Westminster re-domesticated from Maryland to North Dakota during 2021, and is now subject to the same dividend restrictions as Nodak Insurance. There is no amount available for payment of dividends from Westminster to NI Holdings during 2023 without the prior approval of the North Dakota Insurance Department based upon the net loss of Westminster for the year ended December 31, 2022. No dividends were declared or paid by Westminster during the three months ended March 31, 2023, or the year ended December 31, 2022.

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Item 3. - Quantitative and Qualitative Disclosures about Market Risk

The Company’s assessment of market risk as of March 31, 2023, indicates there have been no material changes in the quantitative and qualitative disclosures from those in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2022 Annual Report.

 

Item 4. - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this report, were designed and functioning effectively to provide reasonable assurance that the information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”), and that such material information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

Changes in Internal Control over Financial Reporting

In the ordinary course of business, we periodically review our system of internal control over financial reporting to identify opportunities to improve our controls and increase efficiency, while ensuring that we maintain an effective internal control environment. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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Part II. -
OTHER INFORMATION

Item 1. - Legal Proceedings

We are party to litigation in the normal course of business. Based upon information presently available to us, we do not consider any litigation to be material. However, given the uncertainties attendant to litigation, we cannot assure you that our results of operations and financial condition will not be materially adversely affected by any litigation.

Item 1A. - Risk Factors

There have been no material changes in our assessment of our risk factors from those set forth in Part I, Item 1A, “Risk Factors” in our 2022 Annual Report.

 

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

All dollar amounts included in Item 2 herein, except per share data, are in thousands.

The Company has not sold any unregistered securities within the past three years.

On January 17, 2017, our registration statement on Form S-1 registering our common stock was declared effective by the SEC. On March 13, 2017, the Company completed the IPO of 10,350,000 shares of common stock at a price of $10.00 per share. The Company received net proceeds of $93,145 from the offering, after deducting underwriting discounts and offering expenses.

Direct Auto was acquired on August 31, 2018 with $17,000 of the net proceeds from the IPO.

On January 1, 2020, we acquired Westminster for $40,000. We paid $20,000 at the time of closing. The terms of the acquisition agreement included payment of the remaining $20,000, subject to certain adjustments, in three equal installments on each of the first and second anniversaries of the closing, and on the first business day of the month preceding the third anniversary of the closing. The first two installments were paid in January 2021 and January 2022, and the final installment was paid in December 2022 with no adjustments from the originally anticipated amount. The Company used net proceeds from the IPO to satisfy these obligations.

From time to time, the Company may also repurchase its own stock. To date, the Company has used the net proceeds from the IPO to fund these share repurchases. The cost of treasury stock acquired, less the fair market value of any stock issued, will include the 1% excise tax imposed by the IRA.

There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC on January 17, 2017.

On August 11, 2021, our Board of Directors approved an authorization for the repurchase of up to approximately $5,000 of the Company’s outstanding common stock. During the year ended December 31, 2021, we completed the repurchase of 81,095 shares of our common stock for $1,554 under this authorization. During the year ended December 31, 2022, we completed the repurchase of 214,937 shares of our common stock for $3,446 to close out this authorization.

On May 9, 2022, our Board of Directors approved an authorization for the repurchase of up to approximately $10,000 of the Company’s outstanding common stock. During the year ended December 31, 2022, we completed the repurchase of 54,223 shares of our common stock for $734 under this authorization. During the three months ended March 31, 2023, we repurchased an additional 46,099 shares of our common stock for $621. At March 31, 2023, $8,645 remains outstanding under this authorization.

Share repurchase activity during the three months ended March 31, 2023, is presented below:

Period in 2023  Total Number of
Shares
Purchased
   Average Price
Paid
Per Share
   Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
  

Maximum Approximate
Dollar Value of Shares
That May Yet Be
Purchased Under the
Plans or Programs (2)

(in thousands)

 
January 1 – 31, 2023   11,784   $13.60    11,784   $9,105 
February 1 – 28, 2023   9,519    13.89    9,519    8,972 
March 1 – 31, 2023   24,796    13.23    24,796    8,645 
Total   46,099   $13.46    46,099   $8,645 

 

(1) Shares purchased pursuant to the May 9, 2022, publicly announced share repurchase authorization of up to approximately $10,000 of the Company’s outstanding common stock.
(2) Maximum dollar value of shares that may yet be purchased consist of up to approximately $8,645 under the May 9, 2022, publicly announced share repurchase authorization.

 

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Item 3. - Defaults upon Senior Securities

Not Applicable

 

Item 4. - Mine Safety Disclosures

Not Applicable

 

Item 5. - Other Information

None

 

Item 6. - Exhibits  

 

Exhibit
Number
 

 

Description

     
31.1   Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32   Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Linkbase Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

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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 May 8, 2023.

 

   
 

NI HOLDINGS, INC.

 

   
  /s/ Michael J. Alexander
  Michael J. Alexander
 

President and Chief Executive Officer

(Principal Executive Officer)

   
   
  /s/ Seth C. Daggett
  Seth C. Daggett
 

Chief Financial Officer

(Principal Financial Officer and Principal Accounting
Officer)

   

 

 

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