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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

_______________________________

(Mark One)


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

For the quarterly period ended June 30, 2022


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

For transition period from __________ to __________.

Commission File Number: 001-38046

ICC Holdings, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Pennsylvania

(State or other jurisdiction of
‎incorporation or organization)

81-3359409

(I.R.S. Employer
‎Identification No.)

225 20th Street, Rock Island, Illinois

(Address of principal executive offices)

61201

(Zip Code)

(309) 793-1700

(Registrant’s telephone number, including area code)

_______________________________

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


Title of each class	Trading ‎Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ICCH	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (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 such files). Yes  No 

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


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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of the registrant’s common stock outstanding as of August 4, 2022 was 3,284,768.

Table of Contents



			Page
PART I
Item 1	Financial Statements
		Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	3
		Condensed Consolidated Statements of Earnings and Comprehensive Earnings for the Three-Month Periods Ended June 30, 2022 and 2021 (unaudited)	4
		Condensed Consolidated Statements of Earnings and Comprehensive Earnings for the Six-Month Periods Ended June 30, 2022 and 2021 (unaudited)	5
		Condensed Consolidated Statements of Stockholders Equity for the Six-Month Periods Ended June 30, 2022 and 2021 (unaudited)	6
		Condensed Consolidated Statements of Cash Flows for the Six-Month Periods Ended June 30, 2022 and 2021 (unaudited)	7
		Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3	Quantitative and Qualitative Disclosures about Market Risk		35
Item 4	Controls and Procedures		36

PART II
Item 1	Legal Proceedings		37
Item 1A	Risk Factors		37
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		37
Item 3	Default Upon Senior Securities		37
Item 4	Mine Safety Disclosures		37
Item 5	Other Information		37
Item 6	Exhibits		38

Signatures			39

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Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

ICC Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets




	As of
	June 30,		December 31,
	2022		2021
		(Unaudited)
Assets
Investments and cash:
Fixed maturity securities (amortized cost of $100,018,472 at 6/30/2022 and $102,145,223 at 12/31/2021)	$	92,371,500	$	105,841,543
Common stocks at fair value		18,092,308		23,608,197
Preferred stocks at fair value		3,033,312		2,780,450
Other invested assets		3,792,362		3,086,568
Property held for investment, at cost, net of accumulated depreciation of $521,315 at 6/30/2022 and $464,713 at 12/31/2021		5,581,481		5,509,114
Cash and cash equivalents		8,041,975		4,606,378
Total investments and cash		130,912,938		145,432,250
Accrued investment income		707,190		659,413
Premiums and reinsurance balances receivable, net of allowances for uncollectible amounts of $100,000 at 6/30/2022 and 12/31/2021		29,759,983		27,199,804
Ceded unearned premiums		981,211		967,022
Reinsurance balances recoverable on unpaid losses and settlement expenses, net of allowances for uncollectible amounts of $0 at 6/30/2022 and 12/31/2021		15,526,114		14,521,219
Federal income taxes		3,324,334		195,694
Deferred policy acquisition costs, net		7,156,770		6,538,844
Property and equipment, at cost, net of accumulated depreciation of $6,378,208 at 6/30/2022 and $6,243,055 at 12/31/2021		3,206,245		3,144,218
Other assets		1,327,125		1,343,504
Total assets	$	192,901,910	$	200,001,968

Liabilities and Equity
Liabilities:
Unpaid losses and settlement expenses	$	70,381,083	$	61,834,809
Unearned premiums		39,512,116		36,212,266
Reinsurance balances payable		813,069		1,368,294
Corporate debt		15,000,000		18,455,342
Accrued expenses		4,640,904		5,441,611
Other liabilities		1,047,109		1,030,870
Total liabilities		131,394,281		125,298,054

Equity:
Common stock¹		35,000		35,000
Treasury stock, at cost²		(3,192,640)		(3,155,399)
Additional paid-in capital		32,939,978		32,965,136
Accumulated other comprehensive earnings, net of tax		(6,041,174)		2,920,027
Retained earnings		39,993,988		44,282,895
Less: Unearned Employee Stock Ownership Plan shares at cost³		(2,227,523)		(2,343,745)
Total equity		61,507,629		74,703,914
Total liabilities and equity	$	192,901,910	$	200,001,968

¹Par value $0.01; authorized: 2022 - 10,000,000 shares and 2021 – 10,000,000 shares; issued: 2022 – 3,500,000 shares and 2021 – 3,500,000 shares; outstanding: 2022 –3,289,558 and 2021 - 3,291,852 shares

²2022 –210,442 shares and 2021 –208,148 shares

³2022 –222,752 shares and 2021 –234,374 shares

See accompanying notes to consolidated financial statements.

‎

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Table of Contents

ICC Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited)



	For the Three-Months Ended
	June 30,
	2022		2021
Net premiums earned	$	17,024,642	$	12,732,807
Net investment income		952,189		783,718
Net realized investment gains		536,809		349,906
Net unrealized (losses) gains on equity securities		(3,804,511)		728,819
Other income		88,226		91,318
Consolidated revenues		14,797,355		14,686,568
Losses and settlement expenses		13,808,605		8,664,280
Policy acquisition costs and other operating expenses		6,002,808		5,047,023
Interest expense on debt		42,241		58,014
General corporate expenses		184,503		196,133
Total expenses		20,038,157		13,965,450
(Loss) earnings before income taxes		(5,240,802)		721,118
Total income tax (benefit) expense		(1,112,035)		158,450
Net (loss) earnings	$	(4,128,767)	$	562,668

Other comprehensive (loss) earnings, net of tax		(3,992,132)		1,080,987
Comprehensive (loss) earnings	$	(8,120,899)	$	1,643,655

Earnings per share:
Basic:
Basic net (loss) earnings per share	$	(1.35)	$	0.18
Diluted:
Diluted net (loss) earnings per share	$	(1.34)	$	0.18

Weighted average number of common shares outstanding:
Basic		3,069,430		3,051,010
Diluted		3,082,000		3,064,455

See accompanying notes to consolidated financial statements.

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Table of Contents

ICC Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited)



	For the Six-Months Ended
	June 30,
	2022		2021
Net premiums earned	$	33,041,319	$	24,781,520
Net investment income		1,869,270		1,585,124
Net realized investment gains		744,394		536,615
Net unrealized (losses) gains on equity securities		(5,097,203)		1,605,135
Other income		247,657		138,034
Consolidated revenues		30,805,437		28,646,428
Losses and settlement expenses		24,003,806		16,466,986
Policy acquisition costs and other operating expenses		11,775,208		9,514,601
Interest expense on debt		103,252		111,716
General corporate expenses		373,918		360,117
Total expenses		36,256,184		26,453,420
(Loss) earnings before income taxes		(5,450,747)		2,193,008
Total income tax (benefit) expense		(1,161,840)		468,401
Net (loss) earnings	$	(4,288,907)	$	1,724,607

Other comprehensive loss, net of tax		(8,961,201)		(1,145,535)
Comprehensive (loss) earnings	$	(13,250,108)	$	579,072

Earnings per share:
Basic:
Basic net (loss) earnings per share	$	(1.40)	$	0.57
Diluted:
Diluted net (loss) earnings per share	$	(1.40)	$	0.57

Weighted average number of common shares outstanding:
Basic		3,061,119		3,037,738
Diluted		3,073,689		3,051,183

See accompanying notes to consolidated financial statements.

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Table of Contents

ICC Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)


	Common stock		Treasury stock			Unearned ESOP		Additional paid-in capital		Retained ‎earnings		Accumulated ‎other ‎comprehensive ‎earnings (loss)		Total equity
Balance, January 1, 2021	$	35,000	$	(3,153,838)		$	(2,578,115)	$	32,780,436	$	40,140,115	$	5,520,091	$	72,743,689
Purchase of treasury stock		—		(92,414)			—		—		—		—		(92,414)
Net earnings		—		—			—		—		1,724,607		—		1,724,607
Other comprehensive loss, net of tax		—		—			—		—		—		(1,145,535)		(1,145,535)
Restricted stock unit expense		—		137,599	¹		—		(50,386)		—		—		87,213
ESOP compensation expense		—		—			116,222		58,391		—		—		174,613
Balance, June 30, 2021	$	35,000	$	(3,108,653)		$	(2,461,893)	$	32,788,441	$	41,864,722	$	4,374,556	$	73,492,173



	Common stock		Treasury stock			Unearned ESOP		Additional paid-in capital		Retained ‎earnings		Accumulated ‎other ‎comprehensive ‎earnings (loss)		Total equity
Balance, January 1, 2022	$	35,000	$	(3,155,399)		$	(2,343,745)	$	32,965,136	$	44,282,895	$	2,920,027	$	74,703,914
Purchase of treasury stock		—		(238,686)			—		—		—		—		(238,686)
Net loss		—		—			—		—		(4,288,907)		—		(4,288,907)
Other comprehensive loss, net of tax		—		—			—		—		—		(8,961,201)		(8,961,201)
Restricted stock unit expense		—		201,445	¹		—		(103,699)		—		—		97,746
ESOP compensation expense		—		—			116,222		78,541		—		—		194,763
Balance, June 30, 2022	$	35,000	$	(3,192,640)		$	(2,227,523)	$	32,939,978	$	39,993,988	$	(6,041,174)	$	61,507,629