ICC HOLDINGS, INC. The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a safe harbor for forward-looking statements made by or on behalf ofICC Holdings, Inc. ICC Holdings, Inc. , and its representatives may, from time to time, make written or verbal forward-looking statements, including statements contained inICC Holdings, Inc.'s filings with theSecurities and Exchange Commission (SEC) and its reports to shareholders. Generally, the inclusion of the words "anticipates," "believe," "estimate," "expect," "future," "intend," "may," "plans," "seek", "will," or the negative of such terms and similar expressions identify statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and that are intended to come within the safe harbor protection provided by those sections. All statements addressing operating performance, events, or developments thatICC Holdings, Inc. expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, and market share, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are and will be based on management's then-current beliefs and assumptions regarding future events and operating performance and on information currently available to management and are applicable only as of the dates of such statements. Forward-looking statements involve risks, uncertainties and assumptions, including, among other things, the factors discussed under the heading "Item 1A. Risk Factors" ofICC Holdings, Inc.'s Annual Report on Form 10-K and those listed below. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Actual results may differ materially from those expressed in these forward-looking statements due to several uncertainties and risks, including the risks described in this Quarterly Report on Form 10-Q and other unforeseen risks. Readers should not put undue reliance on any forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q, even if subsequently made available by us on our website or otherwise, and we undertake no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. All of these factors are difficult to predict, and many are beyond our control. These important factors include those discussed under "Item 1A. Risk Factors" ofICC Holdings, Inc.'s 2021 Annual Report on Form 10-K and those listed below:
? the potential impact of fraud, operational errors, systems malfunctions, or
cybersecurity incidents;
? future economic conditions in the markets in which we compete that are less
favorable than expected;
? our ability to expand geographically;
? the effects of weather-related and other catastrophic events, including those
related to health emergencies and the spread of infectious diseases and
pandemics;
? the effect of legislative, judicial, economic, demographic and regulatory
events in the jurisdictions where we do business, especially changes with
respect to laws, regulations and judicial decisions relating to liquor
liability;
? our ability to enter new markets successfully and capitalize on growthopportunities either through acquisitions or the expansion of our producer
network;
? financial market conditions, including, but not limited to, changes in
interest rates, inflation and the stock markets causing a reduction ofinvestment income or investment gains and a reduction in the value of our
investment portfolio;
? heightened competition, including specifically the intensification of price
competition, the entry of new competitors and the development of new products
by new or existing competitors, resulting in a reduction in the demand for our
products;
? our reserves as of
among other things, the impact of legislative or regulatory actions taken in
response to COVID-19;
? infection rates, severity of pandemics, including COVID-19 and its variants,
civil unrest and their effects on our business operations and claims activity,
and any adverse impact to our insureds, brokers, agents, and employees;
? the impact of acts of terrorism and acts of war;
? the effects of terrorist related insurance legislation and laws;
? changes in general economic conditions, including inflation, unemployment,
interest rates and other factors;
? the cost, availability, and collectability of reinsurance;
? estimates and adequacy of loss reserves and trends in loss and settlement
expenses;
? changes in the coverage terms selected by insurance customers, including
higher limits;
? our inability to obtain regulatory approval of, or to implement, premium rate
increases;
? our ability to obtain reinsurance coverage at reasonable prices or on terms
that adequately protect us;
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? the potential impact on our reported net income that could result from the
adoption of future auditing or accounting standards issued by the Public
Company Accounting Oversight Board or the
or other standard-setting bodies;
? unanticipated changes in industry trends and ratings assigned by nationally
recognized rating organizations;
? adverse litigation or arbitration results;
? litigation tactics and developments, including those related to business
interruption claims; and
? adverse changes in applicable laws, regulations or rules governing insurance
holding companies and insurance companies, and environmental, tax or
accounting matters including limitations on premium levels, increases in
minimum capital and reserves, and other financial viability requirements, and
changes that affect the cost of, or demand for our products.
Because forward-looking information is subject to various risks and uncertainties, actual results may differ materially from that expressed or implied by the forward-looking information.
All subsequent written and oral forward-looking information attributable toICC Holdings, Inc. or any person acting on our behalf is expressly qualified in its entirety by the cautionary statement contained or referred to in this section. Overview
ICC is a regional property and casualty insurance company incorporated in
For the nine months endedSeptember 30, 2022 , we had direct written premiums of$61,695,000 , net premiums earned of$50,766,000 , and net loss of$(3,659,000) . For the nine months endedSeptember 30, 2021 , we had direct premiums written of$52,045,000 , net premiums earned of$38,861,000 , and net earnings of$2,149,000 . AtSeptember 30, 2022 , we had total assets of$189,425,000 and equity of$56,649,000 . AtDecember 31, 2021 , we had total assets$200,002,000 of and equity of$74,704,000 . We are an "emerging growth company" as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to: not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have taken advantage of the extended transition period provided by Section 107 of the JOBS Act. We decided to comply with the effective dates for financial accounting standards applicable to emerging growth companies later in compliance with the requirements in Sections 107(b)(2) and (3) of the JOBS Act. Such decision is irrevocable.
Our "emerging growth company" status will expire in connection with the filing
of our annual report on Form 10-K for the year ended
Principal Revenue and Expense Items
We derive our revenue primarily from premiums earned, net investment income and net realized and unrealized gains (losses) from investments.
Gross and net premiums written
Gross premiums written is equal to direct and assumed premiums before the effect of ceded reinsurance. Net premiums written is the difference between gross premiums written and premiums ceded or paid to reinsurers (ceded premiums written).
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Table of Contents Net premiums earned Premiums earned is the earned portion of our net premiums written. Gross premiums written include all premiums recorded by an insurance company during a specified policy period. Insurance premiums on property and casualty insurance contracts are recognized in proportion to the underlying risk insured and are earned ratably over the duration of the policies. At the end of each accounting period, the portion of the premiums that is not yet earned is included in unearned premiums and is realized as revenue in subsequent periods over the remaining term of the policy. Our policies typically have a term of twelve months. Thus, for example, for a policy that is written onJuly 1, 2022 , one-half of the premiums would be earned in 2022 and the other half would be earned in 2023.
Net investment income and net realized gains (losses) on investments
We invest our surplus and the funds supporting our insurance liabilities (including unearned premiums and unpaid loss and loss adjustment expenses) in cash, cash equivalents, equities, fixed securities, and real estate. Investment income includes interest and dividends earned on invested assets as well as rental income on investment properties. Net realized gains and losses on invested assets are reported separately from net investment income. We recognize realized gains when invested assets are sold for an amount greater than their cost or amortized cost (in the case of fixed securities) and recognize realized losses when investment securities are written down as a result of an other-than-temporary impairment or sold for an amount less than their cost or amortized cost, as applicable. We recognize in earnings the change in unrealized gains and losses on equity securities when our equity securities are trading at an amount greater than or less than their cost, respectively. Net unrealized (losses) on equity securities for the three and nine months endedSeptember 30, 2022 were$(1,084,000) and$(6,181,000) , respectively. Net unrealized (losses) gains for the three and nine months endedSeptember 30, 2021 for equity securities were$(212,000) and$1,393,000 , respectively. Our portfolio of investment securities is managed by two independent third parties with managers specializing in the insurance industry.
ICC's expenses consist primarily of:
Losses and settlement expenses
Losses and settlement expenses represent the largest expense item and include: (1) claim payments made, (2) estimates for future claim payments and changes in those estimates for prior periods, and (3) costs associated with investigating, defending, and adjusting claims.
Amortization of deferred policy acquisition costs and other operating expenses
Expenses incurred to underwrite risks are referred to as policy acquisition expenses. Variable policy acquisition costs consist of commission expenses, premium taxes and certain other underwriting expenses that vary with and are primarily related to the writing and acquisition of new and renewal business. These policy acquisition costs are deferred and amortized over the effective period of the related insurance policies. Fixed policy acquisition costs are expensed as incurred. These costs include salaries, rent, office supplies, and depreciation. Other operating expenses consist primarily of information technology costs, accounting, and internal control salaries, as well as audit and legal expenses. Income taxes We use the asset and liability method of accounting for income taxes. Deferred income taxes arise from the recognition of temporary differences between financial statement carrying amounts and the tax bases of our assets and liabilities. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. The effect of a change in tax rates is recognized in the period of the enactment date. Key Financial Measures We evaluate our insurance operations by monitoring certain key measures of growth and profitability. In addition to reviewing our financial performance based on results determined in accordance with generally accepted accounting principles inthe United States (GAAP), we utilize certain operational financial measures that we believe are valuable in managing our business and for comparison to our peers. These operational measures are combined ratio, written premiums, underwriting income, the losses and settlement expense ratio, the expense ratio, the ratio of net written premiums to statutory surplus and return on average equity. We measure growth by monitoring changes in gross premiums written and net premiums written. We measure underwriting profitability by examining losses and settlement expense, underwriting expense, and combined ratios. We also measure profitability by examining underwriting income (loss) and net earnings (loss). - 24 -
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Losses and settlement expense ratio
The losses and settlement expense ratio is the ratio (expressed as a percentage) of losses and settlement expenses incurred to net premiums earned. We measure the losses and settlement expense ratio on an accident year and calendar year loss basis to measure underwriting profitability. An accident year loss ratio measures losses and settlement expenses for insured events occurring in a particular year, regardless of when they are reported, as a percentage of premiums earned during that year. A calendar year loss ratio measures loss and settlement expense for insured events occurring during a particular year and the change in loss reserves from prior accident years as a percentage of premiums earned during that year. Expense ratio
The underwriting expense ratio is the ratio (expressed as a percentage) of amortization of deferred policy acquisition costs and other operating expenses to premiums earned, and measures our operational efficiency in producing, underwriting, and administering our insurance business.
GAAP combined ratio Our GAAP combined ratio is the sum of the losses and settlement expense ratio and the expense ratio and measures our overall underwriting profit. If the GAAP combined ratio is below 100%, we are making an underwriting profit. If our combined ratio is at or above 100%, we are not profitable without investment income and may not be profitable if investment income is insufficient.
Net premiums written to statutory surplus ratio
The net premiums written to statutory surplus ratio represents the ratio of net premiums written, after reinsurance ceded, to statutory surplus. This ratio measures our exposure to pricing errors in our current book of business. The higher the ratio, the greater the impact on surplus should pricing prove inadequate. Underwriting income (loss)
Underwriting income (loss) measures the pre-tax profitability of our insurance operations. It is derived by subtracting losses and settlement expense, amortization of deferred policy acquisition costs, and underwriting and administrative expenses from net earned premiums. Each of these items is presented as a caption in our statements of earnings.
Net earnings (loss) and return on average equity
We use net earnings (loss) to measure our profit and return on average equity to measure our effectiveness in utilizing equity to generate net earnings. In determining return on average equity for a given year, net earnings (loss) is divided by the average of the beginning and ending equity for that year.
Critical Accounting Policies
The accounting policies and estimates considered by management to be critically important in the preparation and understanding of the Company's financial statements and related disclosures are presented in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of the Company's Annual Report on Form 10-K for the year endedDecember 31, 2021 . Results of Operations Our results of operations are influenced by factors affecting the property and casualty insurance industry in general. The operating results ofthe United States property and casualty insurance industry are subject to significant variations due to competition, weather, catastrophic events, regulation, general economic conditions, judicial trends, fluctuations in interest rates and other changes in the investment environment. Our premium and underwriting results have been, and continue to be, influenced by market conditions. Pricing in the property and casualty insurance industry historically has been cyclical. During a soft market cycle, price competition is more significant than during a hard market cycle and makes it difficult to attract and retain properly priced commercial business. A hard market typically has a positive effect on premium growth. - 25 -
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The following summarizes our results for the nine months ended
Premiums Direct premiums written grew by$9,650,000 , or 18.5%, to$61,695,000 for the nine months endedSeptember 30, 2022 from$52,045,000 for the same period of 2021. Net written premium increased by$10,841,000 , or 24.7%, to$54,737,000 for the nine months endedSeptember 30, 2022 from$43,896,000 for the same period in 2021. Net premiums earned grew by$11,905,000 , or 30.6%, in the nine months endedSeptember 30, 2022 as compared to the nine months endedSeptember 30, 2021 , consistent with our increased premium writings in 2022 and 2021 coupled with less earned premium ceded to reinsurers. For the nine months endedSeptember 30, 2022 , we ceded to reinsurers$7,077,000 of earned premiums, compared to$8,087,000 of earned premiums for the nine months endedSeptember 30, 2021 . Ceded earned premiums as a percent of direct premiums written decreased to 11.5% from 15.5% for the nine months endedSeptember 30, 2022 as compared to the nine months endedSeptember 30, 2021 due to lower reinsurance costs.
Premiums are earned ratably over the term of the policy whereas written premiums are reflected on the effective date of the policy.
Investment Income Net investment income increased by$488,000 , or 20.3%, to$2,897,000 for the nine months endedSeptember 30, 2022 , as compared to$2,409,000 for the same period in 2021. These increases are a result of increased rates on our fixed income portfolio and an increase in overall investment holdings. Other Income Other income is derived from policies we write and represents additional charges to policyholders for services outside of the premium charge, such as installment billing or policy issuance costs. Another component of other income is attributable to sales made by the Company's subsidiary, Katkin, which was acquired inOctober 2021 . Other income increased by$137,000 , or 69.4%, during the nine months endedSeptember 30, 2022 as compared to the same period in 2021 which did not include the operating results of Katkin.
Unpaid Losses and Settlement Expenses
For the Nine-Months Ended
September 30,
(In thousands) 2022 2021
Unpaid losses and settlement expense - beginning of the
period:
Gross $ 61,835 $ 61,576
Less: Ceded 14,521 13,020
Net 47,314 48,556
Increase in incurred losses and settlement expense:
Current year 29,309 23,818
Prior years 5,081 1,464
Total incurred 34,390 25,282
Deduct: Loss and settlement expense payments for claims
incurred:
Current year 11,752 10,195
Prior years 16,089 16,829
Total paid 27,841 27,024Net unpaid losses and settlement expense - end of the period
53,862 46,815
Plus: Reinsurance recoverable on unpaid losses 14,768
14,476
Gross unpaid losses and settlement expense - end of the period$ 68,630 $ 61,291 Net unpaid losses and settlement expenses increased by$7,047,000 , or 15.1%, in the nine months endedSeptember 30, 2022 as compared to the same period in 2021. For the nine months endedSeptember 30, 2022 and 2021, we experienced unfavorable development of$5,081,000 and$1,464,000 , respectively. The unfavorable development for the nine months endedSeptember 30, 2022 was primarily driven by additional information received on prior accident year claims for the following lines of business and denoted accident years: Business Owners Liability (2020; one claim & 2017; one claim) and Liquor Liability (2021; two claims & 2020; one claim). The Business Owners Liability and Business Owners Property lines of business was the primary driver of adverse development for the nine months endedSeptember 30, 2021 . - 26 -
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Losses and Settlement Expenses
Losses and settlement expenses increased by$9,108,000 , or 36.0%, to$34,390,000 for the nine months endedSeptember 30, 2022 , from$25,282,000 for the same period in 2021. The increase in losses and settlement expenses was driven in part by increased earned premium in 2022 and the$5,081,000 in prior year adverse loss development.
Policy Acquisition Costs and Other Operating Expenses and the Expense Ratio
Policy acquisition costs are costs we incur to issue policies, which include commissions, premium taxes, underwriting reports, and underwriter compensation costs. The Company offsets the direct commissions it pays with ceded commissions it receives from reinsurers. Other operating expenses consist primarily of information technology costs, accounting, and internal control salaries, as well as audit and legal expenses. Policy acquisition costs and other operating expenses increased by$3,179,000 , or 21.3%, to$18,136,000 for the nine months endedSeptember 30, 2022 from$14,957,000 for the same period in 2021. The increase in these expenses is mainly due to increased commissions consistent with the current period's premium growth experienced across our market footprint. In addition, the Company provided non-executive employees cost of living adjustments in recognition of inflation's current impact on employees and had a slight increase in salaries paid to temporary employees. Our expense ratio is calculated by dividing the sum of policy acquisition costs and operating expenses by net earned premiums. We use the expense ratio to evaluate the operating efficiency of our consolidated operations. Costs that cannot be readily identifiable as a direct cost of a product line remain in general corporate expenses. Our expense ratio decreased by 277 basis points from 38.5% to 35.7% for the nine months endedSeptember 30, 2022 as compared to the same period in 2021. The primary driver for this change was an increase in earned premium offset slightly by the increase in acquisition and operating expenses discussed above. General Corporate Expenses General corporate expenses consist primarily of occupancy costs, such as rent and utilities. These costs are largely fixed and, therefore, do not vary significantly with premium volume but do vary with the Company's changes in properties held for investment. Our general corporate expenses increased by$33,000 , or 6.1%, in the nine months endedSeptember 30, 2022 as compared to the same period in 2021. Interest Expense
Interest expense decreased to
Income Tax Expense We reported income tax benefit of$981,000 and income tax expense of$591,000 for the nine months endedSeptember 30, 2022 and 2021, respectively. The decrease in income tax expense in 2022 relates to a pretax loss for the nine months endedSeptember 30, 2022 compared to pretax earnings for the same period in 2021. Our effective tax rate for the nine months endedSeptember 30, 2022 was 21.1%, compared to 21.6% for the same period in 2021. Effective rates are dependent upon components of pretax earnings and losses and the related tax effects.
The Company has not established a valuation allowance against any of the net deferred tax assets.
The following summarizes our results for the three months ended
Premiums Direct premiums written grew by$2,543,000 , or 13.9%, to$20,900,000 for the three months endedSeptember 30, 2022 from$18,357,000 for the same period of 2021. Net written premium increased by$2,824,000 , or 18.1%, to$18,410,000 for the three months endedSeptember 30, 2022 from$15,586,000 for the same period in 2021. Net premiums earned grew by$3,646,000 , or 25.9%, in the three months endedSeptember 30, 2022 as compared to the three months endedSeptember 30, 2021 , consistent with our increased premium writings in 2022 and 2021 coupled with less earned premium ceded to reinsurers. For the three months endedSeptember 30, 2022 , we ceded to reinsurers$2,554,000 of earned premiums, compared to$2,798,000 of earned premiums for the three months endedSeptember 30, 2021 . Ceded earned premiums as a percent of direct premiums written decreased to 12.2% from 15.2% for the three months endedSeptember 30, 2022 as compared to the three months endedSeptember 30, 2021 due to lower reinsurance costs. - 27 -
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Premiums are earned ratably over the term of the policy whereas written premiums are reflected on the effective date of the policy.
Investment Income
Net investment income increased by
Other Income Other income is derived from policies we write and represents additional charges to policyholders for services outside of the premium charge, such as installment billing or policy issuance costs. Another component of other income is attributable to sales made by the Company's subsidiary, Katkin, which was acquired inOctober 2021 . Other income increased by$26,000 or 45.8% during the three months endedSeptember 30, 2022 as compared to the same period in 2021.
Losses and Settlement Expenses
Losses and settlement expenses increased by$1,572,000 , or 17.8%, to$10,387,000 for the three months endedSeptember 30, 2022 , from$8,815,000 for the same period in 2021. The increase in losses and settlement expenses was driven in part by increased earned premium in 2022 and the$561,000 in prior year adverse loss development.
Policy Acquisition Costs and Other Operating Expenses and the Expense Ratio
Policy acquisition costs are costs we incur to issue policies, which include commissions, premium taxes, underwriting reports, and underwriter compensation costs. The Company offsets the direct commissions it pays with ceded commissions it receives from reinsurers. Other operating expenses consist primarily of information technology costs, accounting, and internal control salaries, as well as audit and legal expenses. Policy acquisition costs and other operating expenses increased by$918,000 , or 16.9%, to$6,361,000 for the three months endedSeptember 30, 2022 from$5,443,000 for the same period in 2021. The increase is mainly due to increased commissions consistent with premium growth, increased salaries due to 2022 raises, and a decrease in self-funded medical claims expense. Our expense ratio is calculated by dividing the sum of policy acquisition costs and operating expenses by net earned premiums. We use the expense ratio to evaluate the operating efficiency of our consolidated operations. Costs that cannot be readily identifiable as a direct cost of a product line remain in general corporate expenses.
Our expense ratio decreased by 279 basis points from 38.7% to 35.9% for the
three months ended
General Corporate Expenses General corporate expenses consist primarily of occupancy costs, such as rent and utilities. These costs are largely fixed and, therefore, do not vary significantly with premium volume but do vary with the Company's changes in properties held for investment. Our general corporate expenses increased by$19,000 , or 10.9%, in the three months endedSeptember 30, 2022 as compared to the same period in 2021. Interest Expense
Interest expense decreased to
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Table of Contents Income Tax Expense We reported income tax expense of$181,000 and income tax expense of$122,000 for the three months endedSeptember 30, 2022 and 2021, respectively. The increase in income tax expense for three months endedSeptember 30, 2022 compared to the same period in 2021 is due to increased net income driven by earned premiums in Q3 2022. Our effective tax rate for the three months endedSeptember 30, 2022 was 22.3%, compared to 22.4% for the same period in 2021. Effective rates are dependent upon components of pretax earnings and losses and the related tax effects.
The Company has not established a valuation allowance against any of the net deferred tax assets.
Financial Position
The following summarizes our financial position as of
Unpaid Losses and Settlement Expense
Our reserves for unpaid loss and settlement expense are summarized below:
As of As of
September 30, December 31,
(In thousands) 2022 2021
Case reserves $ 30,453 $ 26,309
IBNR reserves 23,409 21,005
Net unpaid losses and settlement expense 53,862 47,314
Reinsurance recoverable on unpaid loss and settlement expense 14,768
14,521
Reserves for unpaid loss and settlement expense $ 68,630 $ 61,835
Actuarial Ranges
The selection of the ultimate loss is based on information unique to each line
of business and accident year and the judgment and expertise of our actuary and
management.
The following table provides case and IBNR reserves for losses and loss
adjustment expenses as of
As ofSeptember 30, 2022 (In thousands) Case Reserves IBNR Reserves Total Reserves Commercial liability$ 22,753 $ 20,714 $ 43,467 Property 4,364 (721 ) 3,643 Other 3,336 3,416 6,752 Total net reserves 30,453 23,409 53,862 Reinsurance recoverables 3,668 11,100 14,768 Gross reserves$ 34,121 $ 34,509 $ 68,630 As ofDecember 31, 2021 Actuarially Determined Range of Estimates (In thousands) Case Reserves IBNR Reserves Total Reserves Low High Commercial liability$ 19,223 $ 18,540 $ 37,763 Property 3,018 (558 ) 2,460 Other 4,068 3,023 7,091 Total net reserves 26,309 21,005 47,314$ 41,980 $ 49,737 Reinsurance recoverables 4,002 10,519 14,521 12,932 17,112 Gross reserves$ 30,311 $ 31,524 $ 61,835 $ 54,912 $ 66,849 - 29 -
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Our actuary determined a range of reasonable reserve estimates which reflect the uncertainty inherent in the loss reserve process. This range does not represent the range of all possible outcomes. We believe that the actuarially determined ranges represent reasonably likely changes in the loss and settlement expense estimates, however actual results could differ significantly from these estimates. The range was determined by line of business and accident year after a review of the output generated by the various actuarial methods utilized. The actuary reviewed the variance around the select loss reserve estimates for each of the actuarial methods and selected reasonable low and high estimates based on his knowledge and judgment. In making these judgments the actuary typically assumed, based on his experience, that the larger the reserve the less volatility and that property reserves would exhibit less volatility than casualty reserves. In addition, when selecting these low and high estimates, the actuary considered: ? historical industry development experience in our business line; ? historical company development experience;
? the impact of court decisions on insurance coverage issues, which can impact
the ultimate cost of settling claims;
? changes in our internal claims processing policies and procedures; and
? trends and risks in claim costs, such as risk that medical cost inflation
could increase.
Our actuary is required to exercise a considerable degree of judgment in the
evaluation of all of these and other factors in the analysis of our loss and
settlement expense reserves, and related range of anticipated losses. Because of
the level of uncertainty impacting the estimation process, it is reasonably
possible that different actuaries would arrive at different conclusions. The
method of determining the reserve range has not changed and the reserve range
generated by our actuary is consistent with the observed development of our loss
reserves over the last few years.
The width of the range in reserves arises primarily because specific losses may
not be known and reported for some period and the ultimate losses paid and loss
adjustment expenses incurred with respect to known losses may be larger than
currently estimated. The ultimate frequency or severity of these claims can be
very different than the assumptions we used in our estimation of ultimate
reserves for these exposures.
Specifically, the following factors could impact the frequency and severity of claims, and therefore, the ultimate amount of loss and settlement expense paid:
? the rate of increase in labor costs, medical costs, and material costs that
underlie insured risks;
? development of risk associated with our expanding producer relationships and
our growth in new states or states where we currently have small market share;
and
? impact of changes in laws or regulations.
The estimation process for determining the liability for unpaid loss and
settlement expense inherently results in adjustments each year for claims
incurred (but not paid) in preceding years. Negative amounts reported for claims
incurred related to prior years are a result of claims being settled for amounts
less than originally estimated (favorable development). Positive amounts
reported for claims incurred related to prior years are a result of claims being
settled for amounts greater than originally estimated (unfavorable development).
For the nine months ended September 30, 2022 and 2021, we
experienced unfavorable development of $5,081,000 and $1,464,000 , respectively.
Potential for variability in our reserves is evidenced by this development. As
further illustration of reserve variability, we initially estimated unpaid loss
and settlement expense net of reinsurance at the end of 2021 at $47,314,000 . As
of September 30, 2022 , that reserve was re-estimated at $52,395,000 , which is
$5,081,000 , or 10.7%, higher than the initial estimate.
The estimation of our reserves is based on several actuarial methods, each of
which incorporates many quantitative assumptions. The judgment of the actuary
plays an important role in selecting among various loss development factors and
selecting the appropriate method, or combination of methods, to use for a given
accident year.
Investments
Our investments are primarily composed of fixed maturity debt securities and
both common and preferred stock equity securities. We categorize all our debt
securities as available-for-sale (AFS), which are carried at fair value as
determined by management based upon quoted market prices when available. If a
quoted market price is not available, fair value is estimated using a secondary
pricing source or using quoted market prices of similar securities. Changes in
unrealized investment gains or losses on our AFS securities, net of applicable
income taxes, are reflected directly in equity as a component of comprehensive
earnings (loss) and, accordingly, have no effect on net earnings (loss). Equity
securities are carried at fair value with subsequent changes in fair value
recorded in net earnings (loss). Investment income is recognized when earned,
and capital gains and losses are recognized when investments are sold, or
other-than-temporarily impaired.
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The fair value and unrealized losses for our securities that were temporarily
impaired are as follows:
September 30, 2022
Less than 12 Months 12 Months or Longer Total
Unrealized Unrealized Unrealized
(In thousands) Fair Value Losses Fair Value Losses Fair Value Losses
U.S. Treasury $ 614 $ (39 ) $ 632 $ (68 ) $ 1,246 $ (107 )
MBS/ABS/CMBS 27,169 (1,845 ) 9,309 (1,477 ) 36,478 (3,322 )
Corporate 30,369 (3,549 ) 4,359 (1,178 ) 34,728 (4,727 )
Municipal 14,034 (3,657 ) 582 (192 ) 14,616 (3,849 )Redeemable preferred stock 136 (11 ) - - 136 (11 ) Total temporarily impaired fixed maturity securities$ 72,322 $ (9,101 ) $ 14,882 $
(2,915 ) $ 87,204 $ (12,016 )
December 31, 2021
Less than 12 Months 12 Months or Longer Total
Unrealized Unrealized
(In thousands) Fair Value Losses Fair Value Unrealized Losses Fair Value Losses
U.S. Treasury $ 391 $ (9 ) $ 292 $ (8 ) $ 683 $ (17 )
MBS/ABS/CMBS 20,404 (244 ) 1,124 (52 ) 21,528 (296 )
Corporate 6,428 (162 ) 995 (26 ) 7,423 (188 )
Municipal 2,676 (19 ) 269 (4 ) 2,945 (23 )
Total temporarily
impaired fixed
maturity securities $ 29,899 $ (434 ) $ 2,680 $ (90 ) $ 32,579 $ (524 )
Corporate Bonds
The net unrealized gain in the Corporate bond portfolio decreased by about
$7.0 million from a gain of $2,247,000 at the end of 2021 to a loss of
$4,716,000 as of September 30, 2022 . Two factors drove this significant decline.
First was the meaningful shift higher in Treasury yields as a response to the
Fed's tightening campaign and persistent inflation. During the nine months
ended September 30, 2022 , five year and ten year Treasury rates moved up 272 bps
and 224 bps, respectively. Additionally, Corporate spreads widened about 69 bps
in 2022 through September, driven mainly by geopolitical concerns arising from
Russia's invasion of Ukraine , inflation and related monetary policies, and the
increasing probability of a recession.
Municipal Bonds
The net unrealized gain in the Municipal portfolio decreased by about
We screen the portfolio for securities that hit certain thresholds and review those securities for potential impairment. The thresholds vary by sector. For Corporates, as an example, we screen for any holding that has a market price below$80 . For Municipals, we screen for securities that have an unrealized loss of more than 5% of book value. When assessing whether the amortized cost basis of the security will be recovered, we may compare the present value of the cash flows likely to be collected, based on an evaluation of all available information relevant to the collectability of the security, to the amortized cost basis of the security. The shortfall of the present value of the cash flows expected to be collected in relation to the amortized cost basis is referred to as the "credit loss." If there is a credit loss, the impairment is other-than-temporary. If we identify that an other-than-temporary impairment (OTTI) loss has occurred, we then determine whether we intend to sell the security, or if it is more likely than not that we will be required to sell the security prior to recovering the amortized cost basis less any current-period credit losses. If we determine that we do not intend to sell, and it is not more likely than not that we will be required to sell the security, the amount of the impairment loss related to the credit loss will be recorded in earnings, and the remaining portion of the OTTI loss will be recognized in other comprehensive income (loss), net of tax. If we determine that we intend to sell the security, or that it is more likely than not that we will be required to sell the security prior to recovering its amortized cost basis less any current-period credit losses, the full amount of the OTTI will be recognized in earnings. - 31 -
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For the nine months endedSeptember 30, 2022 , the Company did not take an impairment charge on any of its security holdings. Adverse investment market conditions, or poor operating results of underlying investments, could result in impairment charges in the future. We use quoted values and other data provided by independent pricing services in our process for determining fair values of our investments. The evaluations of such pricing services represent an exit price and a good faith opinion as to what a buyer in the marketplace would pay for a security in a current sale. This pricing service provides us with one quote per instrument. For fixed maturity securities that have quoted prices in active markets, market quotations are provided. For fixed maturity securities that do not trade daily, the independent pricing service prepares estimates of fair value using a wide array of observable inputs including relevant market information, benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. The observable market inputs that our independent pricing service utilizes may include (listed in order of priority for use) benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, market bids/offers, and other reference data on markets, industry, and the economy. Additionally, the independent pricing service uses an option adjusted spread model to develop prepayment and interest rate scenarios. The pricing service did not use broker quotes in determining fair values of our investments. Should the independent pricing service be unable to provide a fair value estimate, we would attempt to obtain a non-binding fair value estimate from a number of broker-dealers and review this estimate in conjunction with a fair value estimate reported by an independent business news service or other sources. In instances where only one broker-dealer provides a fair value for a fixed maturity security, we use that estimate. In instances where can obtain fair value estimates from more than one broker-dealer, we would review the range of estimates and would select the most appropriate value based on the facts and circumstances. Should neither the independent pricing service nor a broker-dealer provide a fair value estimate, we would develop a fair value estimate based on cash flow analyses and other valuation techniques that utilize certain unobservable inputs. Accordingly, we would classify such a security as a Level 3 investment. The fair value estimates of our investments provided by the independent pricing service atSeptember 30, 2022 andDecember 31, 2021 , respectively, were utilized, among other resources, in reaching a conclusion as to the fair value of our investments. Management reviews the reasonableness of the pricing provided by the independent pricing service by employing various analytical procedures. We review all securities to identify recent downgrades, significant changes in pricing, and pricing anomalies on individual securities relative to other similar securities. This will include looking for relative consistency across securities in common sectors, durations, and credit ratings. This review will also include all fixed maturity securities rated lower than "A" by Moody's or S&P. If, after this review, management does not believe the pricing for any security is a reasonable estimate of fair value, then it will seek to resolve the discrepancy through discussions with the pricing service. In our review, we did not identify any such discrepancies for the nine months endedSeptember 30, 2022 and 2021 and for the year endedDecember 31, 2021 , and no adjustments were made to the estimates provided by the pricing service. The classification within the fair value hierarchy of Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement, is then confirmed based on the final conclusions from the pricing review.
Deferred Policy Acquisition Costs
Certain acquisition costs consisting of direct and ceded commissions, premium taxes and certain other direct underwriting expenses that vary with and are primarily related to the production of business are deferred and amortized over the effective period of the related insurance policies as the underlying policy premiums are earned. AtSeptember 30, 2022 andDecember 31, 2021 , deferred acquisition costs and the related unearned premium reserves were as follows: (In thousands) September 30, 2022 December 31, 2021 Deferred acquisition costs $ 7,202 $ 6,539 Unearned premium reserves 40,194 36,212 The method followed in computing deferred acquisition costs limits the amount of deferred costs to their estimated realizable value, which gives effect to the premium to be earned, related investment income, loss and loss adjustment expenses, and certain other costs expected to be incurred as the premium is earned. Future changes in estimates, the most significant of which is expected loss and loss adjustment expenses, may require adjustments to deferred policy acquisition costs. If the estimation of net realizable value indicates that the deferred acquisition costs are not recoverable, they would be written off. Income Taxes We use the asset and liability method of accounting for income taxes. Deferred income taxes arise from the recognition of temporary differences between financial statement carrying amounts and the tax bases of our assets and liabilities. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. The effect of a change in tax rates is recognized in the period of the enactment date. - 32 -
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We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record an additional valuation allowance against our deferred tax assets. As ofSeptember 30, 2022 andDecember 31, 2021 , we had no material unrecognized tax benefits or accrued interest and penalties. Federal tax years 2018 through the current year are open for examination. Other Assets
As of
Outstanding Debt
As of
Debt Obligations
As of
ICC Holdings, Inc. secured a loan with a commercial bank inMarch 2017 in the amount of$3.5 million and used the proceeds to repay ICC for the money borrowed by the ESOP. The term of the loan is five years bearing interest at 3.65%. The Company pledged stock and$1.0 million of marketable assets as collateral for the loan. The Company paid off this loan inApril 2022 .
The Company also has borrowing capacity of
As part of the Company's response to COVID-19, the Company obtained, inMarch 2020 , a$6.0 million loan from the FHLBC as a precautionary measure to increase its cash position, to provide increased liquidity, and to compensate for potential reductions in premium receivable collections. The term of the loan is five years bearing interest at 1.40%.
In
A one year FHLBC loan for
The Company has
Revolving Line of Credit We maintain a revolving line of credit with a commercial bank which permits borrowing up to an aggregate principal amount of$4.0 million . This line of credit is priced at Prime plus 0.5% with a 4.75% floor and renews annually with a current expiration date ofJuly 2023 . Prior to ourJuly 2022 renewal this line had been$2.0 million . The Company pledged$4.0 million of business assets in the event the Company draws down on the line of credit. This agreement includes an annually calculated financial debt covenant requiring a minimum total adjusted capital of$21.0 million . Total adjusted capital is the sum of an insurer's statutory capital and surplus as determined in accordance with the statutory accounting applicable to the annual financial statements required to be filed withIllinois Department of Insurance . Currently, our total adjusted capital is in excess of$55.0 million . There were no borrowings outstanding and there was no interest paid on the line of credit during the nine months endedSeptember 30, 2022 . Other Liabilities
As of
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Table of Contents ESOP In connection with our conversion and public offering, the ESOP financed the purchase of 10.0% of the common stock issued in the offering for$3,500,000 with the proceeds of a loan from ICC prior to the expiration of the offering. ICC makes annual contributions to the ESOP sufficient to repay that loan. See Note 8 - Employee Benefits of this Form 10-Q as well as the "Management - Benefit Plans and Employment Agreements -Employee Stock Ownership Plan" section of the Company's Annual Report on Form 10-K for the year endedDecember 31, 2021 . Stock-based Incentive Plan Under theICC Holdings, Inc. 2016 Equity Incentive Plan, we reserved for issuance a total of 490,000 shares of common stock. Of this amount, 350,000 shares of common stock may be granted in the form of restricted stock and stock-settled restricted stock unit awards, and 140,000 shares of common stock may be granted in the form of stock options under the stock-based incentive plan. The grant-date fair value of any common stock used for restricted stock and restricted stock unit awards will represent unearned compensation. As we accrue compensation expense to reflect the vesting of such shares, unearned compensation will be reduced accordingly. We compute compensation expense at the time stock units are awarded based on the fair value of such options on the date they are granted. This compensation expense is recognized over the appropriate service period. Restricted stock units (RSUs) were granted for the first time inFebruary 2018 with additional RSUs granted inMarch 2019 ,April 2020 ,April 2021 , andApril 2022 . The RSUs vest one third over three years from the first anniversary of the date of grant. See Note 8 - Employee Benefits of this Form 10-Q as well as the "Management - Benefit Plans and Employment Agreements" section of the Company's 2021 Annual Report on Form 10-K.
Liquidity and Capital Resources
We generate sufficient funds from our operations and maintain a high degree of liquidity in our investment portfolio to meet the demands of claim settlements and operating expenses. The primary sources of funds are premium collections, investment earnings and maturing investments. The increase in cash provided by investing activities during the nine months endedSeptember 30, 2022 compared to the same period in 2021 relates primarily to sales of fixed securities. The decrease in cash used in financing activities during the nine months endedSeptember 30, 2022 compared to the same period in 2021 relates to repayment of the$3.5 million commercial bank loan inApril 2022 . We maintain investment and reinsurance programs that are intended to provide sufficient funds to meet our obligations without forced sales of investments. We maintain a portion of our investment portfolio in relatively short-term and highly liquid assets to ensure the availability of funds.
Cash flows from continuing operations for the nine months ended
Nine-Months Ended September 30 ,
(In thousands) 2022 2021
Net cash provided by operating activities$ 8,351 $ 2,644 Net cash used in investing activities (3,752 ) (11,492 ) Net cash (used in) provided by financing activities (5,925 ) 4,889 Net decrease in cash and cash equivalents$ (1,326 ) $ (3,959 )ICC Holdings, Inc.'s principal source of liquidity is dividend payments and other fees received from ICC,Beverage Insurance Agency Inc. , andICC Realty, LLC . ICC is restricted by the insurance laws ofIllinois as to the amount of dividends or other distributions it may pay to us. UnderIllinois law, there is a maximum amount that may be paid by ICC during any twelve-month period. ICC may pay dividends to us after notice to, but without prior approval of theIllinois Department of Insurance in an amount "not to exceed" the greater of (i) 10% of the surplus as regards policyholders of ICC as reported on its most recent annual statement filed with theIllinois Department of Insurance , or (ii) the statutory net income of ICC for the period covered by such annual statement. Dividends in excess of this amount are considered "extraordinary" and are subject to the approval of theIllinois Department of Insurance . The amount available for payment of dividends from ICC in 2022 without the prior approval of theIllinois Department of Insurance is approximately$6.3 million based upon the insurance company's 2021 annual statement. Prior to its payment of any dividend, ICC is required to provide notice of the dividend to theIllinois Department of Insurance . This notice must be provided to theIllinois Department of Insurance 30 days prior to the payment of an extraordinary dividend and 10 days prior to the payment of an ordinary dividend.The Illinois Department of Insurance has the power to limit or prohibit dividend payments if ICC is in violation of any law or regulation. These restrictions or any subsequently imposed restrictions may affect our future liquidity. ICC paid$3,000,000 in dividends toICC Holdings, Inc. inApril 2022 . ICC paid$800,000 in dividends in the first nine months of 2021. - 34 -
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The actual timing of gross loss and loss adjustment expense payments is unknown and therefore timing estimates are based on historical experience and the expectations of future payment patterns.
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