ICC(ICCH) - 2023 Q4 - Annual Report

PART I Item 1. Business ICC Holdings, Inc. is a specialty insurance carrier for the food and beverage industry, operating in 13 states with an A- (Excellent) A.M. Best rating Overview ICC Holdings, Inc. specializes in insurance for the food and beverage industry through its subsidiary, Illinois Casualty Company - ICC Holdings, Inc. was organized in 2016 and operates as a consolidated group including its primary subsidiary, Illinois Casualty Company (ICC), which specializes in insurance for the food and beverage industry[9] - ICC underwrites commercial multi-peril, liquor liability, workers' compensation, and umbrella liability coverages, marketing through 184 independent agents across 13 states[10][11] - The company has maintained a focus on customized insurance products and aggressive claims defense for the food and beverage industry since its inception in 1950[12][13] Our Business Strategies The company aims for profitable growth by leveraging technology, industry expertise, and strategic expansion in the food and beverage sector - The company's mission is to deliver expertly crafted insurance products and services for the food and beverage industry, aiming for profitable business in both hard and soft insurance markets[19] - Core strategies include leveraging internally developed technology for risk analysis and claims handling, utilizing over 70 years of industry expertise, and implementing a cross-functional enterprise risk management program[20][22][23] - The company plans for growth through seeking new agency partners, methodical geographic expansion into attractive markets, and evaluating acquisition opportunities, while maintaining pricing stability through market cycles[24][25][26] Our Challenges The company faces challenges including economic changes, loss reserve estimation, agent reliance, and maintaining financial strength ratings - Significant challenges include changes in the economy affecting demand for insurance products, inherent uncertainty in estimating loss reserves, reliance on independent agents, maintaining financial strength ratings, and attracting/retaining experienced personnel[28][29][30][31][32] Competitive Strengths Strengths include data-driven underwriting, specialized industry focus, strong market presence, scalable operations, and an experienced management team - Competitive strengths include the use of data and metrics for underwriting, a specialized focus on the food and beverage industry, strong market presence and brand recognition, scalable operations, and an experienced management team[33][35][36][38][39] - The company's multi-variant risk grading system and physical inspections of most new insureds within 60 days help improve underwriting results and reduce claims frequency[33][51] Products ICC offers specialized insurance products for the food and beverage industry, including liquor liability, BOP, workers' compensation, and umbrella policies - ICC specializes in the food and beverage industry, offering liquor liability, commercial property and liability (Business Owners Policy - BOP), workers' compensation, and commercial umbrella policies[40] - As of December 31, 2023, ICC had 5,904 BOP policies, 7,095 liquor liability policies, 1,710 workers' compensation policies, and 1,512 commercial umbrella policies, with 89.7% of BOP and 96.5% of liquor liability policies for restaurants or taverns[40] Lloyd's Syndicates The company became a member of Lloyd's through ICC Re Limited in 2023, requiring capital maintenance for underwriting activities - On December 12, 2023, the Company became a member of Lloyd's through ICC Re Limited, requiring it to maintain capital (Funds at Lloyd's - FAL) to support underwriting activities[41] Marketing and Distribution Products are distributed through independent agents, with compensation including base commissions and profit sharing - Products are sold through a network of over 184 independent insurance agents, with the top 10 producers accounting for approximately 42.0% of direct premiums written in 2023[42][44] - Agents are compensated through a fixed base commission (generally 15% for most lines, 7.5% for workers' compensation) and an opportunity for profit sharing based on premium volume and profitability[46] Underwriting, Risk Assessment and Pricing Underwriting focuses on consistent profits through sound risk selection, loss control, and pricing discipline, supported by experienced staff - The underwriting philosophy aims for consistent profits through sound risk selection, stringent loss control, and pricing discipline, utilizing a multi-variant risk grading system and physical inspections[48][51] - The underwriting staff of 26 employees has an average of 11 years of industry experience, led by a Chief Underwriting Officer with 31 years of experience[52] Claims and Litigation Management The claims team prioritizes timely investigation, equitable settlements, adequate reserves, and an aggressive defense for third-party liability claims - The claims team focuses on timely investigation, equitable settlement of meritorious claims, maintenance of adequate case reserves, and control of loss settlement expenses, adopting an aggressive, defense-oriented position on third-party liability claims[55][56][47] - The legal department, led by the Vice President – Chief Legal Officer with over 26 years of experience, supervises a claims staff of 19 employees[57] Technology Technology supports differentiation through data analysis, business intelligence, and an integrated paperless workflow system for scalability and disaster recovery - Technology efforts support differentiation through data mining, business intelligence, and data analysis for profitability and risk pricing, utilizing an integrated policy and claim imaging and workflow system[58][59][60] - The company operates as an almost entirely paperless organization, enabling scalability and integration of off-site employees, and maintains a disaster recovery program with daily off-site backups and annual testing[62][63] Reinsurance The company uses reinsurance to reduce net liability, mitigate catastrophic losses, and stabilize underwriting results - The company reinsures a portion of its exposure to reduce net liability, mitigate catastrophic losses, stabilize underwriting results, decrease leverage, and increase underwriting capacity[65] Reinsurance Ceded Premiums Written | Year | Ceded Premiums Written (in millions) | | :--- | :--- | | 2023 | $10.5 | | 2022 | $9.5 | - Reinsurance coverage for 2024 includes excess of loss treaties for individual liability and property risks, with specific retentions and coverage limits for workers' compensation, casualty, and property catastrophe[68][69][70] Largest Reinsurance Recoverables on Unpaid Claims (as of Dec 31, 2023) | Reinsurance Company | Losses and Settlement Expense Recoverable On Unpaid Claims (In thousands) | Percentage of Total Recoverable | A.M. Best Rating | | :--- | :--- | :--- | :--- | | General Reinsurance Corporation | $9,602 | 75.5% | A++ | | Renaissance Reinsurance U.S. Incorporated | $632 | 5.0% | A+ | | Partner Reinsurance Co. of the U.S. | $446 | 3.5% | A+ | | Hannover Rueck SE | $399 | 3.1% | A+ | | Aspen Insurance UK Ltd. | $336 | 2.6% | A | | Swiss Reinsurance | $288 | 2.3% | A+ | | Axis Reinsurance Company | $210 | 1.6% | A | | Everest Reinsurance Company | $179 | 1.4% | A+ | | Toa Reinsurance Company | $119 | 0.9% | A+ | | Nationwide Mutual Insurance Company | $114 | 0.9% | A | | Lloyd's Syndicate Number 2791 | $67 | 0.5% | A | | All other reinsurers including anticipated subrogation | $345 | 2.7% | A- or better | | Total | $12,737 | 100.0% | | Losses and Settlement Expense Reserves Loss reserves for reported and IBNR claims are management estimates, reviewed annually, with past estimates often proving deficient - The company maintains loss reserves for reported and incurred but not reported (IBNR) claims, which are management's estimates of ultimate settlement and administration costs, reviewed annually by an independent actuary[73][74][75][76] Open Claims and Reserves (as of Dec 31, 2023) | Line of Business | Open Claims | Total Reserves (In millions) | Case Reserves (In millions) | IBNR Reserves (In millions) | Paid Losses and Settlement Expense (In millions) | | :--- | :--- | :--- | :--- | :--- | :--- | | Commercial Multi-Peril (non-liability) | 495 | $4.34 | $4.18 | $0.16 | $18.84 | | Commercial Multi-Peril (liability) | 390 | $34.67 | $12.81 | $21.86 | $11.25 | | Workers' Compensation | 173 | $5.35 | $2.90 | $2.45 | $2.59 | | Other Liability - occurrence | 220 | $27.26 | $12.00 | $15.26 | $10.15 | | Total | 1,278 | $71.62 | $31.89 | $39.73 | $42.83 | Reconciliation of Unpaid Losses and Settlement Expense (In thousands) | Item | 2023 | 2022 | | :--- | :--- | :--- | | Unpaid losses and settlement expense - beginning of period (Gross) | $67,614 | $61,835 | | Less: Ceded | $13,610 | $14,521 | | Net beginning balance | $54,004 | $47,314 | | Increase in incurred losses and settlement expense: | | | | Current year | $45,381 | $39,434 | | Prior years | $2,549 | $5,099 | | Total incurred | $47,930 | $44,533 | | Deduct: Loss and settlement expense payments for claims incurred: | | | | Current year | $16,459 | $16,512 | | Prior years | $26,374 | $21,331 | | Total paid | $42,833 | $37,843 | | Net unpaid losses and settlement expense - end of period | $59,101 | $54,004 | | Plus: Reinsurance recoverable on unpaid losses net of CECL | $12,737 | $13,610 | | Plus: CECL allowance for reinsurance recoverable on unpaid losses | $82 | — | | Gross unpaid losses and settlement expense - end of period | $71,920 | $67,614 | - Since 2014, the company has principally selected initial ultimate loss picks that have proven to be deficient over time, indicating that actual losses have exceeded initial estimates[84][85] Investments The investment portfolio aims to maximize after-tax income and appreciation while preserving capital and ensuring liquidity, managed by third-party firms - The investment portfolio aims to maximize after-tax investment income and price appreciation while preserving capital and ensuring liquidity for insurance operations, managed by two independent third-party firms[86][87][89] - The investment policy prohibits short sales, margin purchases, hedge funds, derivatives, commodities, mortgage derivatives, options/futures contracts, and non-U.S. dollar denominated securities[88] Available for Sale (AFS) Securities (In thousands) | Category | 2023 Amortized Cost | 2023 Estimated Fair Value | 2022 Amortized Cost | 2022 Estimated Fair Value | | :--- | :--- | :--- | :--- | :--- | | U.S. Treasury | $1,352 | $1,290 | $1,353 | $1,253 | | MBS/ABS/CMBS | $49,400 | $47,020 | $41,859 | $38,803 | | Corporate | $45,765 | $42,982 | $39,716 | $35,602 | | Municipal | $22,633 | $19,493 | $21,437 | $17,542 | | Redeemable preferred stock | $186 | $171 | $216 | $189 | | Total AFS securities | $119,336 | $110,956 | $104,581 | $93,389 | Investment Portfolio Credit Ratings (as of Dec 31) | Rating (S&P) | 2023 Estimated Fair Value (In thousands) | 2023 Percent of Total | 2022 Estimated Fair Value (In thousands) | 2022 Percent of Total | | :--- | :--- | :--- | :--- | :--- | | AAA | $20,749 | 18.7% | $19,985 | 21.4% | | AA | $43,051 | 38.8% | $33,620 | 36.0% | | A | $30,624 | 27.6% | $23,160 | 24.8% | | BBB | $14,424 | 13.0% | $13,355 | 14.3% | | BB | $2,108 | 1.9% | $3,269 | 3.5% | | Total | $110,956 | 100.0% | $93,389 | 100.0% | Average Cash and Invested Assets & Net Investment Income (In thousands) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Average cash and invested assets | $136,398 | $137,949 | | Net investment income | $5,179 | $4,034 | | Return on average cash and invested assets | 3.8% | 2.9% | A.M. Best Rating ICC maintains an 'A-' (Excellent) rating from A.M. Best, reflecting strong balance sheet strength and adequate operating performance - ICC holds an 'A- (Excellent) rating' from A.M. Best, the fourth highest of 15 classifications, reflecting very strong balance sheet strength, adequate operating performance, limited business profile, and appropriate enterprise risk management[99][100] - The rating evaluates claims paying ability and is not an investment recommendation; the next evaluation is expected on May 9, 2024[99] Competition Competition varies geographically and by segment, including national, excess and surplus, and regional carriers - Competition varies geographically and by food and beverage segment, including national carriers (e.g., Travelers), excess and surplus lines companies (e.g., USLI), and Midwest regional carriers (e.g., Society Mutual)[101] Approximate Market Share in Key States (as of Dec 31, 2023) | State | Number of Eating and Drinking Places in 2022 | Number of Locations Insured by ICC on December 31, 2023 | Approximate Market Share (%) | | :--- | :--- | :--- | :--- | | Arizona | 11,633 | 628 | 5.4% | | Colorado | 12,884 | 1,384 | 10.7% | | Illinois | 26,193 | 3,566 | 13.6% | | Indiana | 12,929 | 853 | 6.6% | | Iowa | 6,474 | 2,487 | 38.4% | | Kansas | 5,441 | 158 | 2.9% | | Kentucky | 8,201 | — | 0.0% | | Michigan | 18,300 | 690 | 3.8% | | Minnesota | 10,944 | 1,472 | 13.5% | | Missouri | 11,971 | 1,462 | 12.2% | | Nebraska | 4,412 | — | 0.0% | | North Dakota | 1,799 | — | 0.0% | | Ohio | 23,912 | 1,099 | 4.6% | | Pennsylvania | 26,637 | 524 | 2.0% | | South Dakota | 1,957 | — | 0.0% | | Tennessee | 13,372 | — | 0.0% | | Utah | 5,862 | 77 | 1.3% | | Wisconsin | 12,412 | 365 | 2.9% | | Total | 215,333 | 14,765 | | Human Capital Resources The company employs 105.5 full-time equivalents, offering competitive compensation, profit-sharing, and an ESOP to align employee and shareholder interests - The company had 105.5 full-time equivalent employees as of December 31, 2023, none covered by a collective bargaining agreement, and maintains good employee relations[108] - The Total Rewards program includes competitive compensation, an annual profit-sharing incentive for all employees, an executive long-term incentive plan, and retirement/health benefits[106] - An Employee Stock Ownership Plan (ESOP) grants company stock to eligible employees, aligning their interests with shareholders, and certain management members receive restricted stock units[107] Regulation The company is subject to extensive state-level insurance regulation, primarily by the Illinois Department of Insurance, covering various operational aspects - The company is subject to extensive state-level regulation, primarily by the Illinois Department of Insurance, covering accounting, licensure, claims, corporate governance, investments, policy forms, pricing, and reserve adequacy[109][110] - ICC's capital levels have never triggered any of the NAIC's risk-based capital (RBC) regulatory action levels, and it did not receive inquiries from regulators on any of the 13 Insurance Regulatory Information System (IRIS) tests in 2023 or 2022[116][117] - Illinois law restricts the maximum amount of dividends ICC may pay without prior approval to the greater of 10% of surplus as regards policyholders or statutory net income; for 2024, this amount is approximately $6.3 million[131] Item 1A. Risk Factors The company faces diverse risks including rating downgrades, investment market volatility, natural disasters, reserve estimation challenges, competition, cybersecurity threats, and concentrated ownership - A reduction in the A.M. Best rating could severely limit or prevent the company from writing desirable business or renewing existing business, adversely affecting its strategy[136][137] - The investment portfolio is subject to significant market and credit risks, including potential defaults or impairments due to economic downturns or issuer financial deterioration, which could reduce net investment income and result in realized losses[138][139][140] - The company is exposed to significant natural disasters, particularly severe convective storms, wildfires, and winter weather, which are unpredictable and may materially affect financial and operating results[147][150] - Estimating future losses is difficult and uncertain; if actual losses exceed loss reserves, operating results may be adversely affected, requiring reserve increases that reduce income[153] - The property and casualty insurance market is highly competitive, limiting the ability to increase premiums and recruit new producers, with three producers responsible for over 5% of direct premiums written in 2023[157][158] - The company relies on information technology and telecommunication systems, and disruptions or security compromises could materially and adversely affect its business, despite established security policies and ongoing training[169][170] - A small number of shareholders collectively own a substantial portion (31.8%) of common stock and voting power, which may adversely affect the trading price and influence shareholder approval matters[185][186][188] Item 1B. Unresolved Staff Comments There are no unresolved staff comments to report - The company has no unresolved staff comments[206] Item 1C. Cybersecurity The company manages cybersecurity risks through a multi-faceted approach, including data access guidelines, employee training, and third-party audits, with oversight from the ERM committee - The company employs a multi-faceted approach to cybersecurity risk management, including data access guidelines, employee training, multi-factor authentication (MFA), software patching, and regular audits[207] - Cybersecurity risk oversight is provided by the Board's Enterprise Risk Management (ERM) committee and the Chief Information Officer (CIO), who reports quarterly on risks[209][210] - The company engages third-party cybersecurity consultants for network security audits, risk assessments, log monitoring, threat intelligence, system penetration testing, and incident response[212] - As of the report date, the company has not been materially impacted operationally or financially by cybersecurity threats, but acknowledges the rapidly evolving nature of these risks[208] Item 2. Properties The company owns its 24,000 square foot headquarters in Rock Island, Illinois, and operates 70 rental units as investment property - The company owns its 24,000 square foot headquarters in Rock Island, Illinois[214] - The company also owns and operates 70 rental units, including single-family homes, duplexes, condominiums, senior living units, and a seven-plex property, located in various Illinois and Iowa cities[214] Item 3. Legal Proceedings The company is involved in normal course litigation, currently deemed immaterial, but future legal outcomes remain uncertain - The company is a party to litigation in the normal course of business, but does not consider any current litigation to be material[215] - Despite current assessments, the uncertainties of litigation mean there is no assurance that future legal outcomes will not materially adversely affect the company's operations and financial condition[215] Item 3A. Forward-Looking Information This section provides a safe harbor for forward-looking statements, which are based on current beliefs and involve risks, with no obligation for future updates - Forward-looking statements are identified by words like 'anticipates,' 'believe,' 'expect,' and 'will,' and are based on management's current beliefs and assumptions about future events and operating performance[217] - These statements involve risks, uncertainties, and assumptions, including those discussed in Item 1A. Risk Factors, and actual results may differ materially from those expressed[218][219] - The company undertakes no obligation to update or revise these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K[218][220] Item 4. Mine Safety Disclosures This item is not applicable to the company - The disclosure requirement for mine safety is not applicable to ICC Holdings, Inc[221] PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on NASDAQ under 'ICCH', has never paid dividends, and has authorized a $5.0 million share repurchase program - The company's common stock trades on the NASDAQ Capital Market under the symbol 'ICCH', with approximately 137 registered holders as of March 11, 2024[223] - The company has never paid cash dividends and does not expect to in the foreseeable future, intending to retain earnings for growth, with dividend payments restricted by state insurance laws[224] Purchases of Equity Securities (October 1, 2023 to December 31, 2023) | Date | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans | Maximum number (or approximate dollar value) of shares that may be purchased under the plans or programs | | :--- | :--- | :--- | :--- | :--- | | October 1, 2023 to October 31, 2023 (Open Market Purchases) | 622 | $15.65 | 622 | $4,647,300 | | November 1, 2023 to November 30, 2023 (Open Market Purchases) | — | — | — | $4,647,300 | | December 1, 2023 to December 31, 2023 (Open Market Purchases) | — | — | — | $4,647,300 | | Total | 622 | $15.65 | 622 | $4,647,300 | Item 6. [Reserved] This item is reserved and contains no information - Item 6 is reserved and contains no information[230] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the company's financial condition and results, reporting $4.3 million net earnings in 2023 on $93.0 million direct written premiums Key Financial Highlights (In millions) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Direct written premiums | $93.0 | $82.7 | | Net premiums earned | $75.7 | $69.1 | | Net earnings (loss) | $4.3 | $(0.6) | | Total assets (as of Dec 31) | $211.0 | $192.2 | | Equity (as of Dec 31) | $67.0 | $60.4 | - The company's operating results are influenced by factors affecting the property and casualty insurance industry, including competition, weather, catastrophic events, regulation, economic conditions, and interest rate fluctuations[289] Overview ICC is an Illinois-incorporated regional property and casualty insurer focused exclusively on the food and beverage industry - ICC is an Illinois-incorporated regional property and casualty insurance company exclusively focused on the food and beverage industry, becoming a wholly-owned subsidiary of ICC Holdings, Inc. upon conversion[232] Financial Performance Summary (In millions) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Direct written premiums | $93.0 | $82.7 | | Net premiums earned | $75.7 | $69.1 | | Net earnings (loss) | $4.3 | $(0.6) | | Total assets (as of Dec 31) | $211.0 | $192.2 | | Equity (as of Dec 31) | $67.0 | $60.4 | Principal Revenue and Expense Items Primary revenue sources include premiums earned, net investment income, and realized investment gains, while expenses cover losses, acquisition costs, and operating expenses - Primary revenue sources include premiums earned, net investment income, and net realized gains (losses) from investments[234] - Gross premiums written are direct and assumed premiums before reinsurance, while net premiums written subtract ceded premiums. Premiums earned are recognized ratably over the policy duration[235][236] - Expenses primarily consist of loss and settlement expenses (claim payments, future estimates, and adjustment costs), amortization of deferred policy acquisition costs, other operating expenses, and income taxes[238][239][240] Key Financial Measures Key financial measures include combined ratio, written premiums, underwriting income, and return on average equity, assessing profitability and efficiency - Key financial measures include combined ratio, written premiums, underwriting income, loss and settlement expense ratio, expense ratio, net written premiums to statutory surplus ratio, and return on average equity[241] - The GAAP combined ratio, the sum of the loss and settlement expense ratio and the expense ratio, measures overall underwriting profit; a ratio below 100% indicates an underwriting profit[246] - Underwriting income (loss) measures pre-tax profitability of insurance operations, while net earnings (loss) and return on average equity measure overall profit and equity utilization effectiveness[248][249] Critical Accounting Policies Critical accounting policies involve significant estimates for loss reserves, investment valuation, reinsurance, deferred taxes, and policy acquisition costs - Critical accounting policies involve significant estimates and judgments, particularly for loss and settlement expense reserves, investment valuation, reinsurance recoverables, deferred tax assets, and deferred policy acquisition costs[250][411] - Debt securities are classified as available-for-sale (AFS) and reported at fair value, with unrealized gains/losses excluded from net earnings but recorded in comprehensive earnings[251][412] - Effective January 1, 2023, the company adopted ASU 2016-13 for Current Expected Credit Losses (CECL), requiring recognition of credit loss impairment for AFS debt securities as an expense in the statement of operations[254][415] - Loss and settlement expense reserves are estimated using actuarial methods (Loss Development, Expected Loss Ratio, Bornhuetter-Ferguson, A&OE) and management judgment, with estimates periodically reviewed and adjusted[262][265][266][429] - Policy acquisition costs (commissions, premium taxes, underwriting expenses) are deferred and amortized over the policy term, limited to their estimated realizable value[280][426] Results of Operations The company reported increased direct premiums and net investment income in 2023, despite unfavorable prior-year reserve development and higher operating expenses Consolidated Statements of Earnings and Comprehensive Earnings (In thousands) | Item | 2023 | 2022 | | :--- | :--- | :--- | | Net premiums earned | $75,717 | $69,057 | | Net investment income | $5,179 | $4,034 | | Net realized investment gains | $673 | $874 | | Net unrealized gains (losses) on investments | $1,136 | $(4,706) | | Other income | $237 | $420 | | Consolidated revenues | $82,942 | $69,680 | | Losses and settlement expenses | $47,930 | $44,533 | | Policy acquisition costs and other operating expenses | $28,522 | $24,896 | | Interest expense on debt | $184 | $196 | | General corporate expenses | $784 | $777 | | Total expenses | $77,420 | $70,402 | | Earnings (loss) before income taxes | $5,522 | $(722) | | Total income tax expense (benefit) | $1,265 | $(140) | | Net earnings (loss) | $4,257 | $(582) | | Basic net earnings (loss) per share | $1.44 | $(0.19) | | Diluted net earnings (loss) per share | $1.43 | $(0.19) | - Direct premiums written increased by $10.3 million (12.4%) in 2023, and net premiums earned increased by $6.7 million (9.6%), primarily due to increased rates[293] - Net investment income increased by $1.1 million in 2023, driven by increased rates in fixed maturity securities, despite a slight decrease in average invested assets[297] - The company experienced unfavorable development of $2.5 million in prior years' reserve estimates in 2023, primarily from Liquor Liability and Businessowners Property/Liability, partially offset by favorable Workers' Compensation development[302][321] - Policy acquisition costs and other operating expenses increased by $3.6 million (14.6%), leading to a 160 basis point increase in the expense ratio from 36.1% to 37.7% in 2023[304][306] Financial Position The company's financial position shows increased total assets and equity, with outstanding debt and specific reserve and investment portfolio details Consolidated Balance Sheets (In thousands) | Item | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Assets: | | | | Total investments and cash | $142,331 | $130,465 | | Premiums and reinsurance balances receivable, net | $37,220 | $31,270 | | Reinsurance balances recoverable on unpaid losses and settlement expenses, net | $12,737 | $13,610 | | Deferred policy acquisition costs, net | $8,552 | $7,167 | | Total assets | $211,017 | $192,162 | | Liabilities: | | | | Unpaid losses and settlement expenses | $71,920 | $67,614 | | Unearned premiums | $47,260 | $40,527 | | Corporate debt | $15,000 | $15,000 | | Total liabilities | $144,013 | $131,721 | | Equity: | | | | Total equity | $67,004 | $60,441 | | Total liabilities and equity | $211,017 | $192,162 | Unpaid Losses and Settlement Expense Reserves (In thousands) | Reserve Type | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Case reserves | $29,718 | $28,231 | | IBNR reserves | $29,383 | $25,773 | | Net unpaid losses and settlement expense | $59,101 | $54,004 | | Reinsurance recoverables, excluding CECL allowance | $12,819 | $13,610 | | Reserves for unpaid loss and settlement expense (Gross) | $71,920 | $67,614 | - The net unrealized loss position in the corporate bond portfolio decreased by $1.3 million in 2023, primarily due to tightening corporate spreads, while municipal bond unrealized losses decreased by $756 thousand[328][329] - The company had $15.0 million in outstanding debt from FHLBC loans as of December 31, 2023 and 2022, and a $4.0 million revolving line of credit with a $0 balance[345][346][351] - ESOP compensation expense was $432 thousand in 2023, and Restricted Stock Unit (RSU) expense was $232 thousand, reflecting the allocation of shares and vesting of awards[355][357] Liquidity and Capital Resources The company maintains strong liquidity from operations and investments to meet obligations, with subsidiary dividend payments subject to state restrictions - The company generates sufficient funds from operations and maintains high liquidity in its investment portfolio to meet claim settlements and operating expenses, with primary sources being premium collections, investment earnings, and maturing investments[359] Cash Flows from Continuing Operations (In thousands) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $8,520 | $10,755 | | Net cash used in investing activities | $(9,777) | $(6,256) | | Net cash used in financing activities | $(405) | $(5,965) | | Net decrease in cash and cash equivalents | $(1,662) | $(1,466) | - The Parent Company's liquidity relies on dividends and fees from subsidiaries, with ICC's dividend payments restricted by Illinois insurance laws to approximately $6.3 million in 2024 without prior approval[365][366] Off-Balance Sheet Arrangements The company has no off-balance sheet arrangements with a material current or future effect on its financial condition or operations - The company has no off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on its financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital reserves[367] Recently Issued Accounting Pronouncements Refer to Note 1 in the consolidated financial statements for a discussion of new accounting pronouncements affecting the company - For a discussion of new accounting pronouncements affecting the company, refer to Note 1 – Summary of Significant Accounting Policies in the consolidated financial statements[368] Item 7A. Quantitative and Qualitative Disclosures about Market Risk The company's primary market risk is interest rate exposure from fixed-rate investments, with credit risk managed through investment-grade securities and inflation addressed by rate adjustments - The company's primary market risk exposure is to changes in interest rates, resulting from significant holdings of fixed-rate investments, which directly impact their fair value[369][370] Interest Rate Sensitivity of Fixed Maturity Investments (as of Dec 31, 2023, In thousands) | Hypothetical Change in Interest Rates | Estimated Change in Fair Value | Fair Value | | :--- | :--- | :--- | | 200 basis point increase | $(11,129) | $99,827 | | 100 basis point increase | $(5,792) | $105,164 | | No change | — | $110,956 | | 100 basis point decrease | $6,169 | $117,125 | | 200 basis point decrease | $12,560 | $123,516 | - Credit risk is addressed by investing primarily in investment-grade fixed maturity securities (approximately 85% rated 'A' or better) and employing diversification rules[375] - Inflation increases customers' insurance needs and claims costs, reducing profit margins if rate increases are not adequate and timely; the company has positively adjusted rates over the last three years to offset this impact[378] Item 8. Financial Statements and Supplementary Data This section presents audited consolidated financial statements for 2023 and 2022, with an unqualified opinion from Johnson Lambert LLP, highlighting loss reserve valuation as a critical audit matter - The section includes the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Consolidated Statements of Earnings and Comprehensive Earnings, Consolidated Statements of Stockholders' Equity, Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements[380] - Johnson Lambert LLP, the independent auditor, issued an unqualified opinion, stating the consolidated financial statements present fairly, in all material respects, the financial position and results of operations in conformity with GAAP[382] - The valuation of reserves for losses and settlement expenses, totaling $71.9 million as of December 31, 2023, was identified as a critical audit matter due to the significant uncertainty and judgment involved in its estimation[388][389] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants on accounting and financial disclosure matters - The company reports no changes in or disagreements with accountants on accounting and financial disclosure[554] Item 9A. Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, without an auditor attestation due to smaller reporting company status - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of December 31, 2023[557] - Management also concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework[558] - The Annual Report does not include an auditor attestation report on internal control over financial reporting because the company qualifies as a smaller reporting company[560] Item 9B. Other Information No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q4 2023 - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended December 31, 2023[562] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections There are no disclosures regarding foreign jurisdictions that prevent inspections - The company has no disclosures regarding foreign jurisdictions that prevent inspections[563] PART III Item 10. Directors, Executive Officers, and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 Proxy Statement - Information for this item is incorporated by reference from the definitive Proxy Statement for the 2024 Annual Meeting of Shareholders[564] Item 11. Executive Compensation Executive compensation information is incorporated by reference from the Proxy Statement, detailing outstanding and available equity compensation securities - Information on executive compensation is incorporated by reference from the definitive Proxy Statement[564] Equity Compensation Plans (as of Dec 31, 2023) | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) | Weighted-average Exercise Price of Outstanding Options, Warrants, and Rights (b) | Number of Securities Remaining for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column a) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 45,500 | — | 401,689 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 45,500 | — | 401,689 | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security ownership information for beneficial owners and management is incorporated by reference from the Proxy Statement - Information for this item is incorporated by reference to the sections of the proxy statement entitled: 'Share Ownership of Certain Beneficial Owners'[565] Item 13. Certain Relationships and Related Transactions and Director Independence Information on certain relationships, related transactions, and director independence is incorporated by reference from the Proxy Statement - Information for this item is incorporated by reference to the sections of the proxy statement entitled: 'Corporate Governance and Board Matters'[565] Item 14. Principal Accountant Fees and Services Information on principal accountant fees and services is incorporated by reference from the Proxy Statement - Information for this item is incorporated by reference to the sections of the proxy statement entitled: 'Fees Paid to the Independent Registered Public Accounting Firm'[566] PART IV Item 15. Exhibits, Financial Statement Schedules This section lists consolidated financial statements, schedules, and an index of exhibits, including corporate governance documents and certifications - Item 8 contains the consolidated financial statements and schedules are included on pages 91-97[568] - The Exhibit Index details various documents, including the Amended and Restated Articles of Incorporation and Bylaws, Equity Incentive Plan, Employment Agreement, Change of Control Agreement, ESOP, and certifications[571]