icch20240906_8k.htm
false 0001681903 0001681903 2024-11-04 2024-11-04
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
November 4, 2024
Date of Report (Date of earliest event reported)
 
ICC Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Pennsylvania
 
1-681903
 
81-3359409
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Ident. No.)
         
225 20th Street, Rock Island, Illinois
 
61201
(Address of principal executive offices)
 
(Zip Code)
 
(309) 793-1700
Registrant’s telephone number, including area code
 
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
Securities registered pursuant to Section 12(b) of the 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
 
 

 
Item 2.02     Results of Operations and Financial Condition.
 
On November 4, 2024, ICC Holdings, Inc. issued a press release containing financial information regarding its results of operations and financial condition for the period ended September 30, 2024. A copy of the press release is furnished as part of this Current Report on Form 8-K and is attached hereto as Exhibit 99.1.
 
Item 9.01     Financial Statements and Exhibits.
 
(d)Exhibits:
 
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
         
 
ICC HOLDINGS, INC.
     
Dated: November 4, 2024
   
     
 
By:
/s/  Arron K. Sutherland
 
     
Arron K. Sutherland
     
President, Chief Executive Officer and
Director
         
 
 
ex_722014.htm

Exhibit 99.1

 

https://cdn.kscope.io/0b1b901ab83adfbaa3b182f33b16ea79-smlogo.jpg
   

Contact Info: Arron K. Sutherland, President and CEO

   

Illinois Casualty Company

   

(309) 732-0105

   

arrons@ilcasco.com

   

225 20th Street, Rock Island, IL 61201

 

 

ICC Holdings, Inc. Reports 2024 Third Quarter and Nine Months Results

 

FOR IMMEDIATE RELEASE: 11/4/2024

 

Rock Island, IL – November 4, 2024 – ICC Holdings, Inc. (NASDAQ: ICCH) (the Company), parent company of Illinois Casualty Company, a regional, multi-line property and casualty insurance company focusing exclusively on the food and beverage industry, today reported unaudited results for the three and nine months ended September 30, 2024.

 

third QUARTER AND NINE MONTHS ENDED September 30, 2024  FINANCIAL RESULTS

 

Net earnings totaled $2,052,000, or $0.69 per share, for the third quarter of 2024, compared to a net loss of $769,000, or $0.26 per share, for the third quarter of 2023. For the nine months ended September 30, 2024, the Company reported net earnings of $3,560,000, or $1.20 per share, compared to net earnings of $1,396,000, or $0.47 per share, for the same period in 2023. Book value per share increased to $23.29 at September 30, 2024, from $21.35 at December 31, 2023. These changes for the nine months ended September 30, 2024, were driven by improvements to our core insurance business and the improving investment markets.

 

Direct premiums written increased by $3,167,000, or 12.9%, to $27,662,000 for the third quarter of 2024, from $24,495,000 for the same period in 2023. For the nine months ended September 30, 2024, direct premiums written increased by $7,888,000, or 11.4%, to $76,788,000 compared to $68,900,000 for the same period in 2023. Net premiums earned increased by $2,477,000, or 12.9%, to $21,711,000 for the three months ended September 30, 2024, from $19,234,000 for the same period in 2023. Net premiums earned increased by $6,803,000, or 12.3%, to $62,332,000 for the nine months ended September 30, 2024, from $55,529,000 for the same period in 2023. The growth for both periods is due to rate increases and an increase in policies in force.

 

For the third quarter of 2024, the Company ceded to reinsurers $3,479,000 of earned premiums, compared to $2,878,000 of earned premiums for the third quarter of 2023. For the nine months ended September 30, 2024, the Company ceded earned premiums of $10,515,000, compared to $8,066,000 for the same period in 2023. The drivers of this increase include additional direct written premium in the current year plus the addition of a ceding allowance on our first property and casualty reinsurance contracts.

 

Net investment income increased by $215,000, or 16.0%, to $1,557,000 for the third quarter of 2024, as compared to $1,342,000 for the same period in 2023. For the nine months ended September 30, 2024, net investment income increased by $739,000, or 19.5%, to $4,537,000 from $3,798,000 for the same period in 2023. The increase is the result of continued re-investing of net proceeds at rates far greater than we are disposing of them and market improvements.

 

Net unrealized gains and losses on equity securities increased $1,676,000 year over year to $614,000 in gains for the third quarter of 2024, compared to losses of $1,062,000 for the same period in 2023. Net unrealized gains on equity securities increased year over year to $2,134,000 in gains as of September 30, 2024, compared to gains of $279,000 as of September 30, 2023. These increases reflect the overall gains in the equity markets in 2024. 

 

Losses and settlement expenses increased by $708,000, or 5.3%, to $14,144,000 for the third quarter of 2024, from $13,436,000 for the same period in 2023. This increase was driven by increased Businessowner's Liability claims. Losses and settlement expenses increased by $4,335,000, or 11.8%, to $41,034,000 for the nine months ended September 30, 2024, from $36,699,000 for the same period in 2023. This increase was driven by increased Liquor Liability claims. 

 

 

 

Policy acquisition costs and other operating expenses increased by $273,000, or 3.9%, to $7,302,000 for the third quarter of 2024, from $7,029,000 for the same period in 2023. Policy acquisition costs and other operating expenses increased by $2,223,000, or 10.7%, to $23,047,000 for the nine months ended September 30, 2024, from $20,824,000 for the same period in 2023. This increase was due to increases in legal and consulting fees, as well as agency commissions. Legal and consulting expenses are up $1,000,000 due to the past proxy contest and the pending merger. Commissions increased as expected as a direct result of higher written premiums. 

 

Total assets increased by $21,910,000, or 10.4%, from $211,017,000 on December 31, 2023, to $232,927,000 on September 30, 2024. The investment portfolio, which consists of fixed income securities, common stocks, preferred stocks, property held for investment, and other invested assets, increased by $11,149,000, or 7.9%, from $140,853,000 on December 31, 2023, to $152,002,000 on September 30, 2024. This increase was due mainly to our increased investment holdings. 

 

Total equity increased by $6,099,000, or 9.1%, from $67,004,000 as of December 31, 2023, to $73,103,000 as of September 30, 2024. The main drivers of this increase were our net earnings and unrealized gains on our fixed income portfolio.

 

third QUARTER ENDED September 30, 2024 – FINANCIAL RATIOS

 

The Company’s losses and settlement expense ratio (defined as losses and settlement expenses divided by net premiums earned) was 65.1% and 65.8% for the third quarter and nine months ended September 30, 2024, compared with 69.9% and 66.1% for the same periods in 2023.

 

The expense ratio (defined as the amortization of deferred policy acquisition costs and underwriting and administrative expenses divided by net premiums earned) was 33.6% and 37.0% for the third quarter and nine months ended September 30, 2024, compared to 36.5% and 37.5% for the same periods in 2023.

 

The Company’s GAAP combined ratio (defined as the sum of the losses and settlement expense ratio and the expense ratio) was 98.7% and 102.8% for the third quarter and nine months ended September 30, 2024, compared to 106.4% and 103.6% for the same periods in 2023.

 

MANAGEMENT COMMENTARY

 

"We have seen year-over-year improvement in both our losses and settlement expense ratio and underwriting expense ratio.  Losses and settlement expenses are down due to our continued rate strengthening, tighter risk selection, and the introduction of Charlee.ai to improve efficiency and hasten claim resolution.  Underwriting expenses are down despite the $1.0M spent on the merger and successful proxy contest as a result of operational efficiencies.  As a result, our combined ratio is lower than last year.

 

"Investment conditions improved greatly in Q3 leading to more positive investment results in net income and earnings per share. We are seeing marked reversals in our unrealized losses from prior years market fluctuations. 

 

"The merger has been moving forward as anticipated. The vote on the merger is planned for late November. We still expect a Q4 2024 closing," stated Arron Sutherland, President and Chief Executive Officer.

 

ABOUT ICC HOLDINGS, INC.

 

ICC Holdings, Inc. is a vertically integrated company created to facilitate the growth, expansion, and diversification of its subsidiaries to maximize value to its stakeholders. The group of companies consolidated under ICC Holdings, Inc. engages in diverse, yet complementary business activities, including property and casualty insurance, real estate, and information technology.

 

The Company’s common shares trade on the NASDAQ Capital Market under the ticker symbol “ICCH”. For more information about ICC Holdings, visit http://ir.iccholdingsinc.com.

 

 

 

FORWARD-LOOKING STATEMENTS

 

This press release, and oral statements made regarding the subjects of this release, contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, or the Reform Act, which may include, but are not limited to, statements regarding the Company’s plans, objectives, expectations, and intentions and other statements contained in this press release that are not historical facts, including statements identified by words such as “believe,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions. All statements addressing operating performance, events, or developments that the Company expects or anticipates will occur in the future, including statements relating to revenue and profit growth; future responses to and effects of the COVID-19 pandemic, including their effects on claims activity and the business operations of the Company and of our current and potential customers; new theories of liability; judicial, legislative, regulatory, and other governmental developments, including, but not limited to, liability related to business interruption claims related to COVID-19; litigation tactics and developments; product and segment expansion; regulatory approval in connection with expansion; downturns and volatility in global economies and equity and credit markets, including as a result of inflation and supply chain disruptions and continued labor shortages; interest rates and changes in rates could adversely affect the Company's business and profitability; 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 based on management's current views and assumptions regarding future events and operating performance, and are inherently subject to significant business, economic, and competitive uncertainties and contingencies and changes in circumstances, many of which are beyond the Company’s control. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release. 

 

Although the Company does not make forward-looking statements unless it believes it has a reasonable basis for doing so, the Company cannot guarantee their accuracy. The foregoing factors, among others, could cause actual results to differ materially from those described in these forward-looking statements. For a list of other factors which could affect the Company’s results, see the Company’s filings with the Securities and Exchange Commission, “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations,” including “Forward-Looking Information,” set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. No undue reliance should be placed on any forward-looking statements.

 

 

 

 

ICC Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

   

As of

 
   

September 30,

   

December 31,

 
   

2024

   

2023

 
   

(Unaudited)

         

Assets:

               

Investments and cash:

               

Fixed maturity securities (amortized cost of $120,448,405 at 9/30/2024 and $119,336,041 at 12/31/2023)

  $ 114,743,833     $ 110,955,697  

Common stocks at fair value

    14,470,556       12,191,621  

Preferred stocks at fair value

    2,924,056       2,896,296  

Other invested assets, net of allowances for credit losses of $310,000 at 9/30/2024 and $39,000 at 12/31/2023

    13,958,375       8,898,409  

Property held for investment, at cost, net of accumulated depreciation of $719,900 at 9/30/2024 and $682,402 at 12/31/2023

    5,904,718       5,910,864  

Cash and cash equivalents

    11,011,618       1,478,135  

Total investments and cash

    163,013,156       142,331,022  

Accrued investment income

    1,042,274       915,156  

Premiums and reinsurance balances receivable, net of allowances for credit losses of $130,000 at 9/30/2024 and $143,000 at 12/31/2023

    38,062,859       37,220,433  

Ceded unearned premiums

    774,949       755,099  

Reinsurance balances recoverable on unpaid losses and settlement expenses, net of allowances for credit losses of $80,000 at 9/30/2024 and $82,000 at 12/31/2023

    12,519,808       12,736,579  

Federal income taxes

    2,544,027       2,775,366  

Deferred policy acquisition costs, net

    9,178,039       8,552,459  

Property and equipment, at cost, net of accumulated depreciation of $7,381,278 at 9/30/2024 and $6,990,076 at 12/31/2023

    3,271,851       3,325,322  

Other assets, net of allowances for credit losses of $2,000 at 9/30/2024 and $5,000 at 12/31/2023

    2,520,452       2,405,577  

Total assets

  $ 232,927,415     $ 211,017,013  
                 

Liabilities:

               

Unpaid losses and settlement expenses

  $ 83,582,487     $ 71,919,585  

Unearned premiums

    51,295,631       47,259,637  

Reinsurance balances payable

    1,020,657       1,132,301  

Corporate debt

    15,000,000       15,000,000  

Accrued expenses

    7,696,366       7,442,617  

Other liabilities

    1,228,786       1,259,324  

Total liabilities

    159,823,927       144,013,464  
                 

Equity:

               

Common stock1

    35,000       35,000  

Treasury stock, at cost2

    (5,727,278 )     (5,710,324 )

Additional paid-in capital

    33,597,942       33,330,846  

Accumulated other comprehensive (loss), net of tax

    (4,506,518 )     (6,621,336 )

Retained earnings

    51,403,889       47,844,368  

Less: Unearned Employee Stock Ownership Plan shares at cost3

    (1,699,547 )     (1,875,005 )

Total equity

    73,103,488       67,003,549  

Total liabilities and equity

  $ 232,927,415     $ 211,017,013  

 

1 Par value $0.01; authorized: 2023  10,000,000 shares and 2022  10,000,000 shares; issued: 2023  3,500,000 shares and 2022  3,500,000 shares; outstanding: 2023 – 3,138,580 and 2022 – 3,138,976 shares

2 2023 – 361,420 shares and 2022 – 361,024 shares

3 2023 – 175,844 shares and 2022 – 187,498 shares

 

 

 

 

ICC Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited)

 

   

For the Three-Months Ended

 
   

September 30,

 
   

2024

   

2023

 

Net premiums earned

  $ 21,711,407     $ 19,233,517  

Net investment income

    1,556,776       1,342,258  

Net realized investment gains

    437,258       199,928  

Net unrealized gains (losses) on investments

    613,594       (1,062,332 )

Other income

    56,380       51,000  

Consolidated revenues

    24,375,415       19,764,371  

Losses and settlement expenses

    14,144,203       13,436,464  

Policy acquisition costs and other operating expenses

    7,301,724       7,029,218  

Interest expense on debt

    46,409       46,409  

General corporate expenses

    264,275       220,092  

Total expenses

    21,756,611       20,732,183  

Earnings (loss) before income taxes

    2,618,804       (967,812 )

Total income tax expense (benefit)

    566,613       (198,850 )

Net earnings (loss)

  $ 2,052,191     $ (768,962 )
                 

Other comprehensive earnings (loss), net of tax

    3,234,962       (3,025,254 )

Comprehensive earnings (loss)

  $ 5,287,153     $ (3,794,216 )
                 

Earnings per share:

               

Basic:

               

Basic net earnings (loss) per share

  $ 0.69     $ (0.26 )

Diluted:

               

Diluted net earnings (loss) per share

  $ 0.69     $ (0.26 )
                 

Weighted average number of common shares outstanding:

               

Basic

    2,964,743       2,945,199  

Diluted

    2,986,401       2,968,808  

 

 

 

   

For the Nine-Months Ended

 
   

September 30,

 
   

2024

   

2023

 

Net premiums earned

  $ 62,331,966     $ 55,528,867  

Net investment income

    4,536,992       3,798,432  

Net realized investment gains

    584,925       268,375  

Net unrealized gains on investments

    2,134,454       279,100  

Other income

    46,283       160,714  

Consolidated revenues

    69,634,620       60,035,488  

Losses and settlement expenses

    41,034,199       36,698,631  

Policy acquisition costs and other operating expenses

    23,046,544       20,823,605  

Interest expense on debt

    138,218       137,713  

General corporate expenses

    870,968       616,304  

Total expenses

    65,089,929       58,276,253  

Earnings before income taxes

    4,544,691       1,759,235  

Total income tax expense

    985,170       363,164  

Net earnings

  $ 3,559,521     $ 1,396,071  
                 

Other comprehensive earnings (loss), net of tax

    2,114,818       (2,193,230 )

Comprehensive earnings (loss)

  $ 5,674,339     $ (797,159 )
                 

Earnings per share:

               

Basic:

               

Basic net earnings per share

  $ 1.20     $ 0.47  

Diluted:

               

Diluted net earnings per share

  $ 1.20     $ 0.47  
                 

Weighted average number of common shares outstanding:

               

Basic

    2,954,852       2,945,686  

Diluted

    2,976,510       2,969,295