Item 1. Financial Statements
Item 1. Financial Statements
RLI Corp. and Subsidiaries
Condensed Consolidated Statements of Earnings and Comprehensive Earnings
(Unaudited)
For the Three-Month Periods
For the Six-Month Periods
Ended June 30,
Ended June 30,
(in thousands, except per share data)
2020
2019
2020
2019
Net premiums earned
$
208,734
$
207,541
$
424,316
$
412,230
Net investment income
16,917
16,998
34,695
33,563
Net realized gains (losses)
( 2,109 )
4,764
13,043
13,832
Net unrealized gains (losses) on equity securities
74,705
8,810
( 55,690 )
42,308
Consolidated revenue
$
298,247
$
238,113
$
416,364
$
501,933
Losses and settlement expenses
101,202
103,919
212,223
198,216
Policy acquisition costs
69,463
71,742
142,404
143,034
Insurance operating expenses
13,906
16,948
28,287
33,615
Interest expense on debt
1,903
1,861
3,800
3,722
General corporate expenses
1,994
3,283
3,749
6,559
Total expenses
$
188,468
$
197,753
$
390,463
$
385,146
Equity in earnings of unconsolidated investees
5,100
8,468
9,614
13,782
Earnings before income taxes
$
114,879
$
48,828
$
35,515
$
130,569
Income tax expense
22,713
8,361
4,616
24,629
Net earnings
$
92,166
$
40,467
$
30,899
$
105,940
Other comprehensive earnings, net of tax
53,571
27,864
40,540
57,165
Comprehensive earnings
$
145,737
$
68,331
$
71,439
$
163,105
Earnings per share:
Basic:
Basic net earnings per share
$
2.05
$
0.91
$
0.69
$
2.37
Basic comprehensive earnings per share
$
3.24
$
1.53
$
1.59
$
3.66
Diluted:
Diluted net earnings per share
$
2.04
$
0.89
$
0.68
$
2.35
Diluted comprehensive earnings per share
$
3.22
$
1.51
$
1.58
$
3.62
Weighted average number of common shares outstanding:
Basic
44,951
44,704
44,936
44,620
Diluted
45,274
45,219
45,311
45,056
See accompanying notes to the unaudited condensed consolidated interim financial statements.
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RLI Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
June 30,
December 31,
(in thousands, except share and per share data)
2020
2019
ASSETS
Investments and cash:
Fixed income:
Available-for-sale, at fair value
$
2,075,093
$
1,983,086
(amortized cost of $ 1,956,137 and allowance for credit losses of $ 985 at 6/30/20)
(amortized cost of $ 1,915,278 and allowance for credit losses of $ 0 at 12/31/19)
Equity securities, at fair value (cost - $ 270,987 at 6/30/20 and $ 262,131 at 12/31/19)
422,198
460,630
Other invested assets
63,440
70,441
Cash
84,797
46,203
Total investments and cash
$
2,645,528
$
2,560,360
Accrued investment income
15,142
14,587
Premiums and reinsurance balances receivable, net of allowances for uncollectible amounts of $ 17,139 at 6/30/20 and $ 16,682 at 12/31/19
154,941
160,369
Ceded unearned premium
93,679
93,656
Reinsurance balances recoverable on unpaid losses and settlement expenses, net of allowances for uncollectible amounts of $ 8,035 at 6/30/20 and $ 9,402 at 12/31/19
364,756
384,517
Deferred policy acquisition costs
87,560
85,044
Property and equipment, at cost, net of accumulated depreciation of $ 65,762 at 6/30/20 and $ 62,703 at 12/31/19
52,350
53,121
Investment in unconsolidated investees
112,662
103,836
Goodwill and intangibles
53,923
54,127
Other assets
38,738
36,104
TOTAL ASSETS
$
3,619,279
$
3,545,721
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Unpaid losses and settlement expenses
$
1,590,996
$
1,574,352
Unearned premiums
543,113
540,213
Reinsurance balances payable
24,777
25,691
Funds held
84,430
83,358
Income taxes-deferred
57,421
56,727
Bonds payable, long-term debt
149,395
149,302
Accrued expenses
35,998
66,626
Other liabilities
81,691
54,064
TOTAL LIABILITIES
$
2,567,821
$
2,550,333
Shareholders’ Equity
Common stock ($ 0.01 par value)
(Shares authorized - 200,000,000 at 6/30/20 and 100,000,000 at 12/31/19)
( 67,882,816 shares issued, 44,952,602 shares outstanding at 6/30/20)
( 67,799,229 shares issued, 44,869,015 shares outstanding at 12/31/19)
$
679
$
678
Paid-in capital
325,862
321,190
Accumulated other comprehensive earnings
93,035
52,473
Retained earnings
1,024,881
1,014,046
Deferred compensation
7,600
7,980
Less: Treasury shares at cost
( 22,930,214 shares at 6/30/20 and 12/31/19)
( 400,599 )
( 400,979 )
TOTAL SHAREHOLDERS’ EQUITY
$
1,051,458
$
995,388
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
3,619,279
$
3,545,721
See accompanying notes to the unaudited condensed consolidated interim financial statements.
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RLI Corp. and Subsidiaries
Condensed Consolidated Statements of Shareholders’ Equity
(Unaudited)
Accumulated
Total
Other
Common
Shareholders’
Common
Paid-in
Comprehensive
Retained
Deferred
Treasury
(in thousands, except share and per share data)
Shares
Equity
Stock
Capital
Earnings (Loss)
Earnings
Compensation
Shares at Cost
Balance, January 1, 2019
44,504,043
$
806,842
$
674
$
305,660
$
( 14,572 )
$
908,079
$
8,354
$
( 401,353 )
Net earnings (loss)
—
65,473
—
—
—
65,473
—
—
Other comprehensive earnings (loss), net of tax
—
29,301
—
—
29,301
—
—
—
Deferred compensation
—
—
—
—
—
—
( 1,039 )
1,039
Share-based compensation
50,213
2,892
1
2,891
—
—
—
—
Dividends and dividend equivalents ($ 0.22 per share)
—
( 9,803 )
—
—
—
( 9,803 )
—
—
Balance, March 31, 2019
44,554,256
$
894,705
$
675
$
308,551
$
14,729
$
963,749
$
7,315
$
( 400,314 )
Net earnings (loss)
—
40,467
—
—
—
40,467
—
—
Other comprehensive earnings (loss), net of tax
—
27,864
—
—
27,864
—
—
—
Deferred compensation
—
—
—
—
—
—
215
( 215 )
Share-based compensation
232,941
7,217
2
7,215
—
—
—
—
Dividends and dividend equivalents ($ 0.23 per share)
—
( 10,305 )
—
—
—
( 10,305 )
—
—
Balance, June 30, 2019
44,787,197
$
959,948
$
677
$
315,766
$
42,593
$
993,911
$
7,530
$
( 400,529 )
Accumulated
Total
Other
Common
Shareholders’
Common
Paid-in
Comprehensive
Retained
Deferred
Treasury
(in thousands, except share and per share data)
Shares
Equity
Stock
Capital
Earnings (Loss)
Earnings
Compensation
Shares at Cost
Balance, January 1, 2020
44,869,015
$
995,388
$
678
$
321,190
$
52,473
$
1,014,046
$
7,980
$
( 400,979 )
Cumulative-effect adjustment from ASU 2016-13
1,095
22
1,073
Net earnings (loss)
—
( 61,267 )
—
—
—
( 61,267 )
—
—
Other comprehensive earnings (loss), net of tax
—
( 13,031 )
—
—
( 13,031 )
—
—
—
Deferred compensation
—
—
—
—
—
—
( 1,010 )
1,010
Share-based compensation
53,641
3,863
1
3,862
—
—
—
—
Dividends and dividend equivalents ($ 0.23 per share)
—
( 10,343 )
—
—
—
( 10,343 )
—
—
Balance, March 31, 2020
44,922,656
$
915,705
$
679
$
325,052
$
39,464
$
943,509
$
6,970
$
( 399,969 )
Net earnings (loss)
—
92,166
—
—
—
92,166
—
—
Other comprehensive earnings (loss), net of tax
—
53,571
—
—
53,571
—
—
—
Deferred compensation
—
—
—
—
—
—
630
( 630 )
Share-based compensation
29,946
810
—
810
—
—
—
—
Dividends and dividend equivalents ($ 0.24 per share)
—
( 10,794 )
—
—
—
( 10,794 )
—
—
Balance, June 30, 2020
44,952,602
$
1,051,458
$
679
$
325,862
$
93,035
$
1,024,881
$
7,600
$
( 400,599 )
See accompanying notes to the unaudited condensed consolidated interim financial statements.
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RLI Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the Six-Month Periods
Ended June 30,
(in thousands)
2020
2019
Net cash provided by operating activities
$
83,773
$
105,347
Cash Flows from Investing Activities
Purchase of:
Fixed income securities, available-for-sale
$
( 185,502 )
$
( 214,332 )
Equity securities
( 48,473 )
( 59,861 )
Property and equipment
( 3,413 )
( 3,004 )
Other
( 6,651 )
( 7,122 )
Proceeds from sale of:
Fixed income securities, available-for-sale
40,333
132,153
Equity securities
52,533
33,360
Other
2,596
1,842
Proceeds from call or maturity of:
Fixed income securities, available-for-sale
121,911
52,113
Net proceeds from sale (purchase) of short-term investments
-
( 35,803 )
Net cash used in investing activities
$
( 26,666 )
$
( 100,654 )
Cash Flows from Financing Activities
Cash dividends paid
$
( 21,119 )
$
( 20,092 )
Proceeds from stock option exercises
2,606
10,093
Net cash used in financing activities
$
( 18,513 )
$
( 9,999 )
Net increase (decrease) in cash
$
38,594
$
( 5,306 )
Cash at the beginning of the period
46,203
30,140
Cash at June 30
$
84,797
$
24,834
See accompanying notes to the unaudited condensed consolidated interim financial statements.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PRESENTATION
The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial reporting and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. As such, these unaudited condensed consolidated interim financial statements should be read in conjunction with our 2019 Annual Report on Form 10-K. Management believes that the disclosures are adequate to make the information presented not misleading, and all normal and recurring adjustments necessary to present fairly the financial position at June 30, 2020 and the results of operations of RLI Corp. and subsidiaries for all periods presented have been made. The results of operations for any interim period are not necessarily indicative of the operating results for a full year. Certain reclassifications were made to 2019 to conform to the classifications used in the current year.
The preparation of the unaudited condensed consolidated interim financial statements requires management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated interim financial statements and the reported amounts of revenue and expenses during the period. These estimates are inherently subject to change and actual results could differ significantly from these estimates.
B. ADOPTED ACCOUNTING STANDARDS
ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
ASU 2016-13 was issued to provide more decision-useful information about the expected credit losses on financial instruments. Previous guidance delayed the recognition of credit losses until it was probable a loss had been incurred. This update requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected by means of an allowance for credit losses that is included in net earnings. Credit losses relating to available-for-sale debt securities are also required to be recorded through a reversible allowance for credit losses, but is limited to the amount by which fair value is less than amortized cost.
We adopted ASU 2016-13 on January 1, 2020 using the modified-retrospective approach. The standard applied to three of the Company’s balance sheet accounts: available-for-sale fixed income securities, premiums receivable and reinsurance balances recoverable. The impact of this standard was and is expected to continue to be immaterial, as our fixed income portfolio is weighted towards higher rated bonds ( 84 percent rated A or better at June 30, 2020 and 85 percent at December 31, 2019), we purchase reinsurance from financially strong reinsurers, we have a long history of collecting premium receivables through various economic cycles and we had previously maintained an allowance for uncollectible premium and reinsurance balances. In total, the cumulative-effect adjustment made to the balance sheet as of the beginning of the year resulted in a $ 1.1 million increase to retained earnings and an increase to accumulated other comprehensive earnings of less than $ 0.1 million.
C. REINSURANCE
Ceded unearned premiums and reinsurance balances recoverable on paid and unpaid losses and settlement expenses are reported separately as assets, instead of being netted with the related liabilities, since reinsurance does not relieve the Company of our legal liability to our policyholders. Such balances are subject to the credit risk associated with the individual reinsurer. We continuously monitor the financial condition of our reinsurers and actively follow up on any past due or disputed amounts. As part of our monitoring efforts, we review their annual financial statements, quarterly disclosures and Securities and Exchange Commission (SEC) filings for those reinsurers that are publicly traded. We also review insurance industry developments that may impact the financial condition of our reinsurers. We analyze the credit risk associated with our reinsurance balances recoverable by monitoring the AM Best and Standard & Poor’s (S&P) ratings of our reinsurers. Additionally, we perform an in depth reinsurer financial condition analysis prior to the renewal of our reinsurance placements.
Once regulatory action (such as receivership, finding of insolvency, order of conservation or order of liquidation) is taken against a reinsurer, the paid and unpaid balances recoverable from the reinsurer are specifically identified and charged to earnings in the form of an allowance for uncollectible amounts. We subject our remaining reinsurance balances receivable to detailed recoverability tests, including a segment-based analysis using the average default rating percentage by S&P rating, and
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record an additional allowance for unrecoverable amounts from reinsurers. This credit allowance is reviewed on an ongoing basis to ensure that the amount makes a reasonable provision for reinsurance balances that we may be unable to recover.
The allowances for uncollectible amounts on paid and unpaid reinsurance recoverables were $ 15.9 million and $ 8.0 million, respectively, at June 30, 2020. At December 31, 2019, the amounts were $ 15.7 million and $ 9.4 million, respectively. Adoption of ASU 2016-03 resulted in a $ 1.3 million decrease to the allowance for uncollectible amounts on reinsurance recoverables in 2020, while other changes in the allowances were due to changes in the amount of reinsurance balances outstanding, the composition of reinsurers from whom the balances were recoverable and their associated S&P default ratings. No write-offs or recoveries were applied to the allowances in the first six months of 2020.
D. INTANGIBLE ASSETS
Goodwill and intangible assets totaled $ 53.9 million and $ 54.1 million at June 30, 2020 and December 31, 2019, respectively, as detailed in the following table:
Goodwill and Intangible Assets
June 30,
December 31,
(in thousands)
2020
2019
Goodwill
Energy surety
$
25,706
$
25,706
Miscellaneous and contract surety
15,110
15,110
Small commercial
5,246
5,246
Total goodwill
$
46,062
$
46,062
Intangibles
Indefinite-lived intangibles - state insurance licenses
7,500
7,500
Definite-lived intangibles, net of accumulated amortization of $ 3,674 at 6/30/20 and $ 3,470 at 12/31/19
361
565
Total intangibles
$
7,861
$
8,065
Total goodwill and intangibles
$
53,923
$
54,127
All definite-lived intangible assets are amortized based on their estimated useful lives. Amortization of intangible assets was $ 0.1 million for the second quarter of 2020 and $ 0.2 million for the six-month period ended June 30, 2020, the same as for the comparable periods in 2019.
Annual impairment assessments were performed on our energy surety goodwill, miscellaneous and contract surety goodwill , small commercial goodwill and state insurance license indefinite-lived intangible asset during the second quarter of 2020. Based upon these reviews, none of the assets were impaired. In addition, there were no triggering events as of June 30, 2020 that would suggest an updated impairment test would be needed for our goodwill and intangible assets.
E. EARNINGS PER SHARE
Basic earnings per share (EPS) excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the dilution that could occur if securities or other contracts to issue common stock or common stock equivalents were exercised or converted into common stock. When inclusion of common stock equivalents increases the earnings per share or reduces the loss per share, the effect on earnings is anti-dilutive. Under these circumstances, the diluted net earnings or net loss per share is computed excluding the common stock equivalents. The following represents a reconciliation of the numerator and denominator of the basic and diluted EPS computations contained in the unaudited condensed consolidated interim financial statements:
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For the Three-Month Period
For the Three-Month Period
Ended June 30, 2020
Ended June 30, 2019
Income
Shares
Per Share
Income
Shares
Per Share
(in thousands, except per share data)
(Numerator)
(Denominator)
Amount
(Numerator)
(Denominator)
Amount
Basic EPS
Earnings available to common shareholders
$
92,166
44,951
$
2.05
$
40,467
44,704
$
0.91
Effect of Dilutive Securities
Stock options and restricted stock units
-
323
-
515
Diluted EPS
Earnings available to common shareholders
$
92,166
45,274
$
2.04
$
40,467
45,219
$
0.89
Anti-dilutive options excluded from diluted EPS
94
-
For the Six-Month Period
For the Six-Month Period
Ended June 30, 2020
Ended June 30, 2019
Income
Shares
Per Share
Income
Shares
Per Share
(in thousands, except per share data)
(Numerator)
(Denominator)
Amount
(Numerator)
(Denominator)
Amount
Basic EPS
Earnings available to common shareholders
$
30,899
44,936
$
0.69
$
105,940
44,620
$
2.37
Effect of Dilutive Securities
Stock options and restricted stock units
-
375
-
436
Diluted EPS
Earnings available to common shareholders
$
30,899
45,311
$
0.68
$
105,940
45,056
$
2.35
Anti-dilutive options excluded from diluted EPS
335
254
F. COMPREHENSIVE EARNINGS
Our comprehensive earnings include net earnings plus after-tax unrealized gains and losses on our fixed income portfolio. In reporting other comprehensive earnings on a net basis in the statement of earnings, we used the federal statutory tax rate of 21 percent. Other comprehensive earnings, as shown in the consolidated statements of earnings and comprehensive earnings, is net of tax expense of $ 14.2 million and $ 7.4 million for the second quarter of 2020 and 2019, respectively. For the six-month period ended June 30, 2020 and 2019, other comprehensive earnings is net of tax expense of $ 10.8 million and $ 15.2 million, respectively.
Unrealized gains, net of tax, on the fixed income portfolio were $ 40.5 million for the first six months of 2020, compared to $ 57.2 million during the same period last year. The unrealized gains were attributable to declining interest rates in both periods, which increased the fair value of securities held in the fixed income portfolio. For the first half of 2020, widening credit spreads partially offset the impact of the declining interest rates.
The following table illustrates the changes in the balance of each component of accumulated other comprehensive earnings for each period presented in the unaudited condensed consolidated interim financial statements:
(in thousands)
For the Three-Month Periods
For the Six-Month Periods
Ended June 30,
Ended June 30,
Unrealized Gains/Losses on Available-for-Sale Securities
2020
2019
2020
2019
Beginning balance
$
39,464
$
14,729
$
52,473
$
( 14,572 )
Cumulative-effect adjustment of ASU 2016-13 (see note 1.B.)
-
-
22
-
Adjusted beginning balance
$
39,464
$
14,729
$
52,495
$
( 14,572 )
Other comprehensive earnings before reclassifications
53,733
28,388
41,853
58,183
Amounts reclassified from accumulated other comprehensive earnings
( 162 )
( 524 )
( 1,313 )
( 1,018 )
Net current-period other comprehensive earnings (loss)
$
53,571
$
27,864
$
40,540
$
57,165
Ending balance
$
93,035
$
42,593
$
93,035
$
42,593
Balance of securities for which an allowance for credit losses has been recognized in net earnings
$
1,752
$
-
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Credit losses on or the sale of an available-for-sale security results in amounts being reclassified from accumulated other comprehensive earnings to current period net earnings. We recognized $ 0.1 million of credit loss expense on available-for-sale securities in the second quarter of 2020 and $ 1.0 million in the first six months of 2020, increasing the allowance for credit losses on fixed income securities to $ 1.0 million. No write-offs or recoveries were applied to the allowances in the first half of 2020. The effects of reclassifications out of accumulated other comprehensive earnings by the respective line items of net earnings are presented in the following table:
Amount Reclassified from Accumulated Other
(in thousands)
Comprehensive Earnings
For the Three-Month
For the Six-Month
Component of Accumulated
Periods Ended June 30,
Periods Ended June 30,
Affected line item in the
Other Comprehensive Earnings
2020
2019
2020
2019
Statement of Earnings
Unrealized gains and losses on available-for-sale securities
$
312
$
664
$
2,618
$
1,289
Net realized gains (losses)
( 107 )
-
( 956 )
-
Credit losses presented within net realized gains
$
205
$
664
$
1,662
$
1,289
Earnings before income taxes
( 43 )
( 140 )
( 349 )
( 271 )
Income tax expense
$
162
$
524
$
1,313
$
1,018
Net earnings
G. FAIR VALUE MEASUREMENTS
Fair value is defined as the price in the principal market that would be received for an asset to facilitate an orderly transaction between market participants on the measurement date. We determined the fair value of certain financial instruments based on their underlying characteristics and relevant transactions in the marketplace. We maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The following are the levels of the fair value hierarchy and a brief description of the type of valuation inputs that are used to establish each level. Financial assets are classified based upon the lowest level of significant input that is used to determine fair value.
Pricing Level 1 is applied to valuations based on readily available, unadjusted quoted prices in active markets for identical assets.
Pricing Level 2 is applied to valuations based upon quoted prices for similar assets in active markets, quoted prices for identical or similar assets in inactive markets; or valuations based on models where the significant inputs are observable (e.g. interest rates, yield curves, prepayment speeds, default rates, loss severities) or can be corroborated by observable market data.
Pricing Level 3 is applied to valuations that are derived from techniques in which one or more of the significant inputs are unobservable.
As a part of management’s process to determine fair value, we utilize widely recognized, third-party pricing sources to determine our fair values. We have obtained an understanding of the third-party pricing sources’ valuation methodologies and inputs. The following is a description of the valuation techniques used for financial assets that are measured at fair value, including the general classification of such assets pursuant to the fair value hierarchy.
Corporate, Agencies, Government and Municipal Bonds: The pricing vendor employs a multi-dimensional model which uses standard inputs including (listed in approximate 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. The pricing vendor also monitors market indicators, as well as industry and economic events. All bonds valued using these techniques are classified as Level 2. All corporate, agency, government and municipal securities were deemed Level 2.
Mortgage-backed Securities (MBS)/Commercial Mortgage-backed Securities (CMBS) and Asset-backed Securities (ABS): The pricing vendor evaluation methodology includes principally interest rate movements and new issue data. Evaluations of the tranches (non-volatile, volatile or credit sensitivity) are based on the pricing vendors’ interpretation of accepted modeling and pricing conventions. This information is used to determine the cash flows for each tranche, benchmark yields, prepayment assumptions and to incorporate collateral performance. To evaluate MBS and CMBS volatility, an option
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adjusted spread model is used in combination with models that simulate interest rate paths to determine market price information. This process allows the pricing vendor to obtain evaluations of a broad universe of securities in a way that reflects changes in yield curve, index rates, implied volatility, mortgage rates and recent trade activity. MBS/CMBS and ABS with corroborated, observable inputs are classified as Level 2. All of our MBS/CMBS and ABS are deemed Level 2.
Regulation D Private Placement Securities: All Regulation D privately placed bonds are classified as corporate securities and deemed Level 3. The pricing vendor evaluation methodology for these securities includes a combination of observable and unobservable inputs. Observable inputs include public corporate spread matrices classified by sector, rating and average life, as well as investment and non-investment grade matrices created from fixed income indices. Unobservable inputs include a liquidity spread premium calculated based on public corporate spread and private corporate spread matrices. The quantitative detail of the liquidity spread premium is neither provided nor reasonably available to the Company. An increase to the credit spread assumptions would result in a lower fair value measurement.
For all of our fixed income securities classified as Level 2, as described above, we periodically conduct a review to assess the reasonableness of the fair values provided by our pricing services. Our review consists of a two-pronged approach. First, we compare prices provided by our pricing services to those provided by an additional source. In some cases, we obtain prices from securities brokers and compare them to the prices provided by our pricing services. In both comparisons, if discrepancies are found, we compare our prices to actual reported trade data for like securities. No changes to the fair values supplied by our pricing services have occurred as a result of our reviews. Based on these assessments, we have determined that the fair values of our Level 2 securities provided by our pricing services are reasonable.
Common Stock: As of June 30, 2020, all of our common stock holdings are traded on an exchange. Exchange traded equities have readily observable price levels and are classified as Level 1 (fair value based on quoted market prices).
Due to the relatively short-term nature of cash, short-term investments, accounts receivable and accounts payable, their carrying amounts are reasonable estimates of fair value. Our investments in private funds, classified as other invested assets, are measured using the investments’ net asset value per share and are not categorized within the fair value hierarchy.
H. RISKS AND UNCERTAINTIES
Certain risks and uncertainties are inherent to our day-to-day operations. Adverse changes in the economy could lower demand for our insurance products or negatively impact our investment results, both of which could have an adverse effect on the revenue and profitability of our operations. The COVID-19 pandemic has resulted in and is expected to continue to result in significant disruptions in economic activity and financial markets. The cumulative effects of COVID-19 on the Company, and the effect of any other public health outbreak, cannot be predicted at this time, but could reduce demand for our insurance policies, result in increased level of losses, settlement expenses or other operating costs, reduce the market value of invested assets held by the Company or negatively impact the fair value of our goodwill.
Catastrophe Exposures
Our catastrophe reinsurance treaty renewed on January 1, 2020. We purchased limits of $ 400 million in excess of $ 25 million first-dollar retention for earthquakes in California, $ 425 million in excess of $ 25 million first-dollar retention for earthquakes outside of California and $ 275 million in excess of $ 25 million first-dollar retention for all other perils. These amounts are subject to certain co-participations by the Company on losses in excess of the $ 25 million retentions. On March 1, 2020, we purchased $ 100 million of additional catastrophe reinsurance protection on top of the previously described coverage. This increases the limits to $ 500 million for earthquakes in California, $ 525 million for earthquakes outside of California and $ 375 for all other perils, all of which are still subject to $ 25 million first-dollar retentions and certain co-participations in excess of the retentions.
2. INVESTMENTS
Our investments are primarily composed of fixed income debt securities and common stock equity securities. We carry our equity securities at fair value and categorize all of our debt securities as available-for-sale, which are carried at fair value.
Realized gains and losses on disposition of investments are based on specific identification of the investments sold on the settlement date. The following is a summary of the disposition of fixed income and equity securities for the six-month periods ended June 30, 2020 and 2019:
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SALES
Proceeds
Gross Realized
Net Realized
(in thousands)
From Sales
Gains
Losses
Gain (Loss)
2020
Available-for-sale
$
42,874
$
3,495
$
( 1,162 )
$
2,333
Equities
52,533
19,569
( 6,732 )
12,837
2019
Available-for-sale
$
133,473
$
2,346
$
( 1,106 )
$
1,240
Equities
33,360
13,016
( 711 )
12,305
CALLS/MATURITIES
Gross Realized
Net Realized
(in thousands)
Proceeds
Gains
Losses
Gain (Loss)
2020
Available-for-sale
$
121,911
$
294
$
( 9 )
$
285
2019
Available-for-sale
$
53,113
$
58
$
( 9 )
$
49
FAIR VALUE MEASUREMENTS
Assets measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019 are summarized below:
As of June 30, 2020
Fair Value Measurements Using
Quoted Prices in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(in thousands)
(Level 1)
(Level 2)
(Level 3)
Total
Fixed income securities - available-for-sale
U.S. government
$
—
$
186,838
$
—
$
186,838
U.S. agency
—
32,091
—
32,091
Non-U.S. govt. & agency
—
7,692
—
7,692
Agency MBS
—
409,167
—
409,167
ABS/CMBS*
—
218,507
—
218,507
Corporate
—
758,066
7,059
765,125
Municipal
—
455,673
—
455,673
Total fixed income securities - available-for-sale
$
—
$
2,068,034
$
7,059
$
2,075,093
Equity securities
422,198
—
—
422,198
Other invested assets
15,792
—
—
15,792
Total
$
437,990
$
2,068,034
$
7,059
$
2,513,083
As of December 31, 2019
Fair Value Measurements Using
Quoted Prices in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(in thousands)
(Level 1)
(Level 2)
(Level 3)
Total
Fixed income securities - available-for-sale
U.S. government
$
—
$
193,661
$
—
$
193,661
U.S. agency
—
38,855
—
38,855
Non-U.S. govt. & agency
—
7,628
—
7,628
Agency MBS
—
420,165
—
420,165
ABS/CMBS*
—
224,870
—
224,870
Corporate
—
690,297
1,770
692,067
Municipal
—
405,840
—
405,840
Total fixed income securities - available-for-sale
$
—
$
1,981,316
$
1,770
$
1,983,086
Equity securities
460,630
—
—
460,630
Total
$
460,630
$
1,981,316
$
1,770
$
2,443,716
* Non-agency asset-backed and commercial mortgage-backed
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As of June 30, 2020, we had $ 7.1 million of Regulation D private placement fixed income securities whose fair value was measured using significant unobservable inputs (Level 3). The following table summarizes changes in the balance of these Level 3 securities.
Level 3
(in thousands)
Securities
Balance as of January 1, 2020
$
1,770
Net realized and unrealized gains (losses)
Included in net earnings as a part of:
Net investment income
( 10 )
Net realized gains (losses)
( 96 )
Included in other comprehensive earnings
( 282 )
Total net realized and unrealized gains (losses)
$
( 388 )
Purchases
5,677
Balance as of June 30, 2020
$
7,059
Change in unrealized gains (losses) during the period for Level 3 assets held at period-end -
included in net realized gains
$
( 96 )
Change in unrealized gains (losses) during the period for Level 3 assets held at period-end -
included in other comprehensive earnings (loss)
$
( 282 )
The amortized cost and fair value of available-for-sale fixed income securities by contractual maturity as of June 30, 2020 were as follows:
June 30, 2020
Available-for-sale
Amortized
Fair
(in thousands)
Cost
Value
Due in one year or less
$
75,077
$
75,888
Due after one year through five years
472,458
495,968
Due after five years through 10 years
526,480
571,103
Due after 10 years
279,538
304,460
Mtge/ABS/CMBS*
602,584
627,674
Total available-for-sale
$
1,956,137
$
2,075,093
*Mortgage-backed, asset-backed and commercial mortgage-backed
The amortized cost and fair value of available-for-sale securities at June 30, 2020 and December 31, 2019 are presented in the tables below. Amortized cost does not include the $ 14.1 million and $ 13.5 million of accrued interest receivable as of June 30, 2020 and December 31, 2019, respectively.
Available-for-sale
June 30, 2020
(in thousands)
Cost or
Allowance
Gross
Gross
Amortized
for Credit
Unrealized
Unrealized
Fair
Asset Class
Cost
Losses
Gains
Losses
Value
U.S. government
$
171,174
$
-
$
15,664
$
-
$
186,838
U.S. agency
27,913
-
4,178
-
32,091
Non-U.S. govt. & agency
7,316
-
401
( 25 )
7,692
Agency MBS
388,036
-
21,208
( 77 )
409,167
ABS/CMBS*
214,548
( 54 )
5,218
( 1,205 )
218,507
Corporate
717,748
( 931 )
54,610
( 6,302 )
765,125
Municipal
429,402
-
26,341
( 70 )
455,673
Total Fixed Income
$
1,956,137
$
( 985 )
$
127,620
$
( 7,679 )
$
2,075,093
*Non-agency asset-backed and commercial mortgage-backed
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Available-for-sale
December 31, 2019
(in thousands)
Cost or
Allowance
Gross
Gross
Amortized
for Credit
Unrealized
Unrealized
Fair
Asset Class
Cost
Losses
Gains
Losses
Value
U.S. government
$
186,699
$
-
$
6,994
$
( 32 )
$
193,661
U.S. agency
36,535
-
2,362
( 42 )
38,855
Non-U.S. govt. & agency
7,333
-
295
-
7,628
Agency MBS
411,808
-
8,920
( 563 )
420,165
ABS/CMBS*
222,832
-
2,514
( 476 )
224,870
Corporate
659,640
-
33,245
( 818 )
692,067
Municipal
390,431
-
16,131
( 722 )
405,840
Total Fixed Income
$
1,915,278
$
-
$
70,461
$
( 2,653 )
$
1,983,086
*Non-agency asset-backed and commercial mortgage-backed
Allowance for Credit Losses and Unrealized Losses on Fixed Income Securities
We adopted ASU 2016-13, Financial Instruments – Credit Losses, on January 1, 2020, which required the recognition of a reversible allowance for credit losses on available-for-sale fixed income securities. See note 1. B. for more information on the adoption of the ASU. Available-for-sale securities in the fixed income portfolio are subjected to several criteria to determine if those securities should be included in the allowance for expected credit loss evaluation, including:
● Changes in technology that may impair the earnings potential of the investment,
● The discontinuance of a segment of business that may affect future earnings potential,
● Reduction of or non-payment of interest and/or principal,
● Specific concerns related to the issuer’s industry or geographic area of operation,
● Significant or recurring operating losses, poor cash flows and/or deteriorating liquidity ratios and
● Downgrades in credit quality by a major rating agency.
If changes in interest rates and credit spreads do not reasonably explain the unrealized loss for an available-for-sale security or if any of the criteria above indicate a potential credit loss, the security is subjected to a discounted cash flow analysis. Inputs into the discounted cash flow analysis include prepayment assumptions for structured securities, default rates and recoverability rates based on credit rating. The allowance for any security is limited to the amount that the securities fair value is below amortized cost.
As of June 30, 2020, the discounted cash flow analysis resulted in an allowance for credit losses on 36 securities totaling $ 1.0 million. All fixed income securities in the investment portfolio continue to pay the expected coupon payments under the contractual terms of the securities. Based on our analysis, we believe we will recover the amortized cost basis on the available-for-sale securities not included in the allowance for credit losses. We do not intend to sell the available-for-sale securities in an unrealized loss position and it is not more likely than not that we will be required to sell the investments before recovery of the amortized cost basis. We continually monitor the credit quality of our fixed income investments to assess if it is probable that we will receive our contractual or estimated cash flows in the form of principal and interest.
Prior to the adoption of ASU 2016-13, we conducted reviews of fixed income securities with unrealized losses to evaluate whether an impairment was other-than-temporary. Any credit-related impairment on fixed income securities we did not plan to sell and for which we were not more likely than not to be required to sell were recognized in net earnings, with the non-credit related impairment recognized in comprehensive earnings. We did not recognize any other-than-temporary impairment losses in earnings on the fixed income portfolio in the first six months of 2019.
As of June 30, 2020, in addition to the securities included in the allowance for credit losses, the fixed income portfolio contained 249 securities with an unrealized loss position for which an allowance for credit losses had not been recorded. The $ 7.7 million in associated unrealized losses represents 0.4 percent of the fixed income portfolio’s cost basis and 0.3 percent of total invested assets . Isolated to these securities, u nrealized losses increased through the first six months of 2020, as increased credit
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spreads more than offset declines in interest rates during the period, primarily in the corporate portfolio. Of the total 285 securities, 32 have been in an unrealized loss position for 12 consecutive months or longer. The following table illustrates the total value of fixed income securities that were in an unrealized loss position as of June 30, 2020 , after factoring in the allowance for credit losses, and December 31, 2019.
June 30, 2020
December 31, 2019
(in thousands)
< 12 Mos.
12 Mos. &
Greater
Total
< 12 Mos.
12 Mos. &
Greater
Total
U.S. government
Fair value
$
—
$
—
$
—
$
2,505
$
8,463
$
10,968
Amortized cost
—
—
—
2,506
8,494
11,000
Unrealized Loss
$
—
$
—
$
—
$
( 1 )
$
( 31 )
$
( 32 )
U.S. agency
Fair value
$
—
$
—
$
—
$
6,794
$
—
$
6,794
Amortized cost
—
—
—
6,836
—
6,836
Unrealized Loss
$
—
$
—
$
—
$
( 42 )
$
—
$
( 42 )
Non-U.S. government
Fair value
$
1,995
$
—
$
1,995
$
—
$
—
$
—
Amortized cost
2,020
—
2,020
—
—
—
Unrealized Loss
$
( 25 )
$
—
$
( 25 )
$
—
$
—
$
—
Agency MBS
Fair value
$
22,294
$
468
$
22,762
$
21,548
$
41,718
$
63,266
Amortized cost
22,368
471
22,839
21,664
42,165
63,829
Unrealized Loss
$
( 74 )
$
( 3 )
$
( 77 )
$
( 116 )
$
( 447 )
$
( 563 )
ABS/CMBS*
Fair value
$
34,445
$
15,578
$
50,023
$
74,968
$
18,036
$
93,004
Amortized cost
35,297
15,931
51,228
75,332
18,148
93,480
Unrealized Loss
$
( 852 )
$
( 353 )
$
( 1,205 )
$
( 364 )
$
( 112 )
$
( 476 )
Corporate
Fair value
$
110,503
$
5,185
$
115,688
$
16,478
$
9,348
$
25,826
Amortized cost
116,140
5,850
121,990
16,950
9,694
26,644
Unrealized Loss
$
( 5,637 )
$
( 665 )
$
( 6,302 )
$
( 472 )
$
( 346 )
$
( 818 )
Municipal
Fair value
$
12,038
$
—
$
12,038
$
47,018
$
—
$
47,018
Amortized cost
12,108
—
12,108
47,740
—
47,740
Unrealized Loss
$
( 70 )
$
—
$
( 70 )
$
( 722 )
$
—
$
( 722 )
Total fixed income
Fair value
$
181,275
$
21,231
$
202,506
$
169,311
$
77,565
$
246,876
Amortized cost
187,933
22,252
210,185
171,028
78,501
249,529
Unrealized Loss
$
( 6,658 )
$
( 1,021 )
$
( 7,679 )
$
( 1,717 )
$
( 936 )
$
( 2,653 )
* Non-agency asset-backed and commercial mortgage-backed
The following table shows the composition of the fixed income securities in unrealized loss positions, after factoring in the allowance for credit losses, at June 30, 2020 by the National Association of Insurance Commissioners (NAIC) rating and the generally equivalent Standard & Poor’s (S&P) and Moody’s ratings. The vast majority of the securities are rated by S&P and/or Moody’s.
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Equivalent
Equivalent
(dollars in thousands)
NAIC
S&P
Moody’s
Amortized
Unrealized
Percent
Rating
Rating
Rating
Cost
Fair Value
Loss
to Total
1
AAA/AA/A
Aaa/Aa/A
$
100,257
$
98,089
$
( 2,168 )
28.2
%
2
BBB
Baa
10,076
9,860
( 216 )
2.8
%
3
BB
Ba
51,161
49,264
( 1,897 )
24.7
%
4
B
B
42,541
40,086
( 2,455 )
32.0
%
5
CCC
Caa
5,822
5,019
( 803 )
10.5
%
6
CC or lower
Ca or lower
328
188
( 140 )
1.8
%
Total
$
210,185
$
202,506
$
( 7,679 )
100.0
%
Unrealized Gains and Losses on Equity Securities
Unrealized gains recognized on equity securities still held as of June 30, 2020 were $ 72.4 million during the second quarter, while unrealized losses were $ 42.9 million during the first half of 2020. Comparatively, unrealized gains recognized on equity securities still held as of June 30, 2019 were $ 12.9 million during the second quarter and $ 54.8 million during the first half of 2019.
Other Invested Assets
We had $ 63.4 million of other invested assets at June 30, 2020, compared to $ 70.4 million at the end of 2019. Other invested assets include investments in low income housing tax credit partnerships (LIHTC), membership in the Federal Home Loan Bank of Chicago (FHLBC), investments in private funds and investments in restricted stock. Our LIHTC investments are carried at amortized cost and our investment in FHLBC stock is carried at cost. Due to the nature of the LIHTC and our membership in the FHLBC, their carrying amounts approximate fair value. The private funds are carried at fair value, using each investment’s net asset value. Restricted stock is carried at quoted market prices, as the restrictions expire within one year.
Our LIHTC interests had a balance of $ 21.6 million at June 30, 2020, compared to $ 23.3 million at December 31, 2019 and recognized a total tax benefit of $ 0.9 million during the second quarter of 2020, compared to $ 0.6 million the prior year. For the six-month periods ended June 30, 2020 and 2019, our LIHTC interest recognized a total benefit of $ 1.8 million and $ 1.2 million, respectively. Our unfunded commitment for our LIHTC investments totaled $ 7.4 million at June 30, 2020 and will be paid out in installments through 2035.
As of June 30, 2020, $ 14.6 million of investments were pledged as collateral with the FHLBC to ensure timely access to the secured lending facility that ownership of FHLBC stock provides. As of and during the six-month period ended June 30, 2020, there were no outstanding borrowings with the FHLBC.
Our investments in private funds totaled $ 24.4 million at June 30, 2020, compared to $ 46.0 million at December 31, 2019, and we had $ 10.4 million of associated unfunded commitments at June 30, 2020. Our interest in private funds is generally restricted from being transferred or otherwise redeemed without prior consent by the respective entities. During the first quarter of 2020, one of the private funds transitioned into a publicly traded common stock. Short term restrictions, limiting our ability to sell without prior approval, were established and remain in place. Our investment in restricted stock was $ 15.8 million as of June 30, 2020. For our remaining investments in private funds, the timed dissolution of the partnerships would trigger redemption.
Cash
Cash consists of uninvested balances in bank accounts. We had a cash balance of $ 84.8 million at June 30, 2020, compared to $ 46.2 million at the end of 2019.
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3. HISTORICAL LOSS AND LAE DEVELOPMENT
The following table is a reconciliation of our unpaid losses and settlement expenses (LAE) for the first six months of 2020 and 2019:
For the Six-Month Periods
Ended June 30,
(in thousands)
2020
2019
Unpaid losses and LAE at beginning of year
Gross
$
1,574,352
$
1,461,348
Ceded
( 384,517 )
( 364,999 )
Net
$
1,189,835
$
1,096,349
Adoption impact of ASU 2016-13 on reinsurance balances recoverable
$
( 1,345 )
$
—
Increase (decrease) in incurred losses and LAE
Current accident year
$
253,031
$
239,053
Prior accident years
( 40,808 )
( 40,837 )
Total incurred
$
212,223
$
198,216
Loss and LAE payments for claims incurred
Current accident year
$
( 25,588 )
$
( 23,624 )
Prior accident years
( 148,885 )
( 126,972 )
Total paid
$
( 174,473 )
$
( 150,596 )
Net unpaid losses and LAE at June 30
$
1,226,240
$
1,143,969
Unpaid losses and LAE at June 30
Gross
$
1,590,996
$
1,506,279
Ceded
( 364,756 )
( 362,310 )
Net
$
1,226,240
$
1,143,969
We adopted ASU 2016-13, Financial Instruments – Credit Losses, on January 1, 2020, which required financial assets, including reinsurance balances recoverable, to be presented at the net amount expected to be collected . We previously maintained an allowance for uncollectible reinsurance balances prior to the adoption of this update. However, in order to comply with the updated requirements, we released $ 1.3 million of the allowance on uncollectible reinsurance balances upon adoption. The implementation guidance required the cumulative-effect adjustment be made to the beginning balance of retained earnings, rather than through net earnings like historical changes have and ongoing modifications will continue to be recorded. See note 1. B. for more information on the adoption of the ASU.
For the first six months of 2020, incurred losses and LAE included $ 40.8 million of favorable development on prior years’ loss reserves. The majority of products experienced modest amounts of favorable development on prior accident years, with notable contributions from transportation, executive products, general liability, marine, small commercial and surety. No products experienced significant adverse development.
For the first six months of 2019, incurred losses and LAE included $ 40.8 million of favorable development on prior years’ loss reserves. Transportation, general liability, commercial excess and personal umbrella, professional services and surety were drivers of the favorable development. Executive products experienced adverse development.
Actuarial models base future emergence on historic experience, with adjustments for current trends, and the appropriateness of these assumptions involved more uncertainty as of June 30, 2020. We expect there will be impacts to the timing of loss emergence and ultimate loss ratios for certain coverages we underwrite as a result of the spread of COVID-19 and the related economic shutdown. The industry is experiencing new issues, including the postponement of civil court cases, the extension of various statutes of limitations, changes in settlement trends and a significant reduction in economic activity and insured exposure in some classes. Our booked reserves include consideration of these factors, but the duration and degree to which these issues persist, along with potential legislative, regulatory or judicial actions, could result in loss reserve deficiencies and reduce earnings in future periods.
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4. INCOME TAXES
Our effective tax rate for the three and six-month periods ended June 30, 2020 was 19.8 percent and 13.0 percent, respectively, compared to 17.1 percent and 18.9 percent, respectively, for the same periods in 2019. Effective rates are dependent upon components of pretax earnings and the related tax effects. The effective rate was higher for the three-month period in 2020 due to higher levels of pre-tax earnings and lower levels of tax-favored adjustments compared to 2019. For the six-month period, lower levels of pre-tax earnings caused tax-favored adjustments to be larger on a percentage basis in 2020 compared to the prior year.
Income tax expense (benefit) attributable to income from operations for the three and six-month periods ended June 30, 2020 and 2019 differed from the amounts computed by applying the U.S. federal tax rate of 21 percent to pretax income by the items detailed in the below table. In interim periods, income taxes are adjusted to reflect the effective tax rate we anticipate for the year, with adjustments flowing through the other items, net line.
For the Three-Month Periods Ended June 30,
For the Six-Month Periods Ended June 30,
2020
2019
2020
2019
(in thousands)
Amount
%
Amount
%
Amount
%
Amount
%
Provision for income taxes at the statutory rate of 21%
$
24,124
21.0
%
$
10,254
21.0
%
$
7,458
21.0
%
$
27,419
21.0
%
Increase (reduction) in taxes resulting from:
Excess tax benefit on share-based compensation
( 265 )
( 0.2 )
%
( 2,191 )
( 4.5 )
%
( 1,293 )
( 3.6 )
%
( 2,932 )
( 2.3 )
%
Tax exempt interest income
( 323 )
( 0.3 )
%
( 309 )
( 0.6 )
%
( 636 )
( 1.8 )
%
( 654 )
( 0.5 )
%
Dividends received deduction
( 212 )
( 0.2 )
%
( 214 )
( 0.4 )
%
( 484 )
( 1.4 )
%
( 417 )
( 0.3 )
%
ESOP dividends paid deduction
( 137 )
( 0.1 )
%
( 140 )
( 0.3 )
%
( 269 )
( 0.8 )
%
( 277 )
( 0.2 )
%
Nondeductible expenses
161
0.1
%
414
0.8
%
364
1.0
%
922
0.7
%
Other items, net
( 635 )
( 0.5 )
%
547
1.1
%
( 524 )
( 1.4 )
%
568
0.5
%
Total tax expense (benefit)
$
22,713
19.8
%
$
8,361
17.1
%
$
4,616
13.0
%
$
24,629
18.9
%
5. STOCK BASED COMPENSATION
Our RLI Corp. Long-Term Incentive Plan (2010 LTIP) was in place from 2010 to 2015. The 2010 LTIP provided for equity-based compensation, including stock options, up to a maximum of 4,000,000 shares of common stock (subject to adjustment for changes in our capitalization and other events). Between 2010 and 2015, we granted 2,878,000 stock options under the 2010 LTIP. The 2010 LTIP was replaced in 2015.
In 2015, our shareholders approved the 2015 RLI Corp. Long-Term Incentive Plan (2015 LTIP), which provides for equity-based compensation and replaced the 2010 LTIP. In conjunction with the adoption of the 2015 LTIP, effective May 7, 2015, options were no longer granted under the 2010 LTIP. Awards under the 2015 LTIP may be in the form of restricted stock, restricted stock units, stock options (non-qualified only), stock appreciation rights, performance units as well as other stock-based awards. Eligibility under the 2015 LTIP is limited to employees and directors of the Company or any affiliate. The granting of awards under the 2015 LTIP is solely at the discretion of the board of directors. The maximum number of shares of common stock available for distribution under the 2015 LTIP is 4,000,000 shares (subject to adjustment for changes in our capitalization and other events). Since the plan’s approval in 2015, we have awarded 2,312,835 stock options and restricted stock units under the 2015 LTIP.
Stock Options
Under the 2015 LTIP, as under the 2010 LTIP, we grant stock options for shares with an exercise price equal to the fair market value of the shares at the date of grant (subject to adjustments for changes in our capitalization, special dividends and other events as set forth in such plans). Options generally vest and become exercisable ratably over a five-year period and expire eight years after grant.
For most participants, the requisite service period and vesting period will be the same. For participants who are retirement eligible, defined by the plan as those individuals whose age and years of service equals 75 , the requisite service period is deemed to be met and options are immediately expensed on the date of grant. For participants who will become retirement eligible during the vesting period, the requisite service period over which expense is recognized is the period between the grant date and the attainment of retirement eligibility. Shares issued upon option exercise are newly issued shares.
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The following tables summarize option activity for the six-month periods ended June 30, 2020 and 2019:
Weighted
Weighted
Average
Aggregate
Number of
Average
Remaining
Intrinsic
Options
Exercise
Contractual
Value
Outstanding
Price
Life
(in 000’s)
Outstanding options at January 1, 2020
1,667,290
$
62.52
Options granted
30,375
94.62
Options exercised
( 72,180 )
45.92
$
3,181
Options canceled/forfeited
( 2,370 )
66.57
Outstanding options at June 30, 2020
1,623,115
$
63.86
4.82
$
30,819
Exercisable options at June 30, 2020
878,335
$
57.70
3.89
$
21,544
Weighted
Weighted
Average
Aggregate
Number of
Average
Remaining
Intrinsic
Options
Exercise
Contractual
Value
Outstanding
Price
Life
(in 000’s)
Outstanding options at January 1, 2019
1,964,880
$
54.24
Options granted
292,150
80.36
Options exercised
( 414,470 )
44.70
$
14,941
Options canceled/forfeited
( 33,600 )
57.61
Outstanding options at June 30, 2019
1,808,960
$
60.59
5.57
$
45,448
Exercisable options at June 30, 2019
672,110
$
52.17
4.21
$
22,544
Through 2019, the majority of our annual stock option grants were authorized at our regular board meeting in May. In addition, quarterly grants to certain retirement eligible employees were historically authorized at the May meeting. Since stock option grants to retirement eligible employees are fully expensed when issued, the approach allowed for a more even expense distribution throughout the year. In 2020, the COVID-19 pandemic created economic uncertainty and the Company deemed it prudent to defer any decision on whether to grant stock options until a later date. The options granted in the six-month period ended June 30, 2020 related to the quarterly grants authorized at the May 2019 board meeting.
In the first six months of 2020, 30,375 stock options were granted with a weighted average exercise price of $ 94.62 and a weighted average fair value of $ 14.48 . We recognized $ 0.6 million of expense in the second quarter of 2020 and $ 1.6 million in the first six months of 2020 related to options vesting. Since options granted under our 2015 LTIP are non-qualified, we recorded a tax benefit of $ 0.1 million in the second quarter of 2020 and $ 0.3 million in the first six months of 2020 related to this compensation expense. Total unrecognized compensation expense relating to outstanding and unvested options was $ 3.6 million, which will be recognized over the remainder of the vesting period. Comparatively, we recognized $ 1.4 million of compensation expense in the second quarter of 2019 and $ 2.4 million in the first six months of 2019. We recorded a tax benefit of $ 0.3 million in the second quarter of 2019 and $ 0.5 million in the first six months of 2019 related to this compensation expense.
The fair value of options was estimated using a Black-Scholes based option pricing model with the following weighted average grant-date assumptions and weighted average fair values as of June 30:
2020
2019
Weighted-average fair value of grants
$
14.48
$
13.33
Risk-free interest rates
1.54
%
2.42
%
Dividend yield
2.69
%
2.69
%
Expected volatility
22.68
%
22.71
%
Expected option life
4.99
years
4.96
years
The risk-free rate was determined based on U.S. treasury yields that most closely approximated the option’s expected life. The dividend yield was determined based on the average annualized quarterly dividends paid during the most recent five-year period and incorporated a consideration for special dividends paid in recent history. The expected volatility was calculated based
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on the median of the rolling volatilities for the expected life of the options. The expected option life was determined based on historical exercise behavior and the assumption that all outstanding options will be exercised at the midpoint of the current date and remaining contractual term, adjusted for the demographics of the current year’s grant.
Restricted Stock Units
In addition to stock options, restricted stock units (RSUs) are granted with a value equal to the closing stock price of the Company’s stock on the dates the units are granted. These units generally have a three-year cliff vesting, but have an accelerated vesting feature for participants who are retirement eligible, defined by the plan as those individuals whose age and years of service equals 75 . In addition, the RSUs have dividend participation, which accrue as additional units and are settled with granted stock units at the end of the vesting period. RSUs are generally granted at our regular board meeting in May. However, in 2020, the COVID-19 pandemic created economic uncertainty and the Company deferred the decision on whether to grant RSUs to employees and outside directors until a later date.
As of June 30, 2020, 45,350 RSUs have been granted to employees under the 2015 LTIP and 28,946 remain outstanding. We recognized $ 0.1 million of expense on these units in the second quarter of 2020 and $ 0.3 million in the first six months of 2020. Total unrecognized compensation expense relating to outstanding and unvested RSUs was $ 0.6 million, which will be recognized over the remainder of the vesting period. Comparatively, we recognized $ 0.2 million in the second quarter of 2019 and $ 0.3 million in the first six months of 2019.
In 2019, each outside director received RSUs with a fair market value that approximated $ 50 thousand on the date of grant as part of annual director compensation. Director RSUs vest one year from the date of grant. As of June 30, 2020, 15,085 restricted stock units have been granted to directors under the 2015 LTIP and none remain outstanding. We recognized less than $ 0.1 million of compensation expense on these units in the second quarter of 2020 and $ 0.2 million in the first six months of 2020. Comparatively, we recognized $ 0.2 million of compensation expense on these units in the second quarter of 2019 and $ 0.3 million in the first six months of 2019.
6. OPERATING SEGMENT INFORMATION
Selected information by operating segment is presented in the table below. Additionally, the table reconciles segment totals to total earnings and total revenues.
For the Three-Month Periods
For the Six-Month Periods
REVENUES
Ended June 30,
Ended June 30,
(in thousands)
2020
2019
2020
2019
Casualty
$
135,215
$
138,344
$
278,635
$
275,244
Property
45,387
39,972
89,735
78,718
Surety
28,132
29,225
55,946
58,268
Net premiums earned
$
208,734
$
207,541
$
424,316
$
412,230
Net investment income
16,917
16,998
34,695
33,563
Net realized gains (losses)
( 2,109 )
4,764
13,043
13,832
Net unrealized gains (losses) on equity securities
74,705
8,810
( 55,690 )
42,308
Total consolidated revenue
$
298,247
$
238,113
$
416,364
$
501,933
NET EARNINGS (LOSS)
(in thousands)
2020
2019
2020
2019
Casualty
$
9,733
$
6,939
$
8,410
$
12,282
Property
6,167
( 436 )
16,075
7,810
Surety
8,263
8,429
16,917
17,273
Net underwriting income
$
24,163
$
14,932
$
41,402
$
37,365
Net investment income
16,917
16,998
34,695
33,563
Net realized gains (losses)
( 2,109 )
4,764
13,043
13,832
Net unrealized gains (losses) on equity securities
74,705
8,810
( 55,690 )
42,308
General corporate expense and interest on debt
( 3,897 )
( 5,144 )
( 7,549 )
( 10,281 )
Equity in earnings of unconsolidated investees
5,100
8,468
9,614
13,782
Earnings before income taxes
$
114,879
$
48,828
$
35,515
$
130,569
Income tax expense
22,713
8,361
4,616
24,629
Net earnings
$
92,166
$
40,467
$
30,899
$
105,940
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The following table further summarizes revenues by major product type within each operating segment:
For the Three-Month Periods
For the Six-Month Periods
NET PREMIUMS EARNED
Ended June 30,
Ended June 30,
(in thousands)
2020
2019
2020
2019
Casualty
Commercial excess and personal umbrella
$
42,321
$
34,340
$
82,409
$
66,621
General liability
22,651
25,347
46,649
49,235
Professional services
21,384
19,275
42,079
39,574
Commercial transportation
11,139
20,508
32,324
40,912
Small commercial
15,791
13,315
31,424
26,503
Executive products
6,975
6,381
14,306
12,450
Other casualty
14,954
19,178
29,444
39,949
Total
$
135,215
$
138,344
$
278,635
$
275,244
Property
Marine
$
20,712
$
18,579
$
40,289
$
35,600
Commercial property
19,048
16,275
38,203
33,150
Specialty personal
4,936
4,792
9,936
9,376
Other property
691
326
1,307
592
Total
$
45,387
$
39,972
$
89,735
$
78,718
Surety
Commercial
$
10,806
$
10,975
$
21,744
$
21,787
Miscellaneous
10,499
11,280
21,015
22,882
Contract
6,827
6,970
13,187
13,599
Total
$
28,132
$
29,225
$
55,946
$
58,268
Grand Total
$
208,734
$
207,541
$
424,316
$
412,230
7. LEASES
Right-of-use (ROU) assets are included in the other assets line item and lease liabilities are included in the other liabilities line item of the consolidated balance sheet. We determine if a contract contains a lease at inception and recognize operating lease ROU assets and operating lease liabilities based on the present value of the future minimum lease payments at the commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Lease agreements may include options to extend or terminate. The options are exercised at our discretion and are included in operating lease liabilities if it is reasonably certain the option will be exercised. Lease agreements have lease and non-lease components, which are accounted for as a single lease component. Operating lease cost for future minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease cost is expensed in the period in which the obligation is incurred. Sublease income is recognized on a straight-line basis over the sublease term.
The Company’s operating lease obligations are for branch office facilities. Our leases have remaining lease terms of 1 to 15 years . The components of lease expense and other lease information as of and during the three and six-month periods ended June 30, 2020 and 2019 are as follows:
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For the Three-Month Periods
For the Six-Month Periods
Ended June 30,
Ended June 30,
(in thousands)
2020
2019
2020
2019
Operating lease cost
$
1,370
$
1,445
$
2,776
$
2,927
Variable lease cost
320
892
675
1,210
Sublease income
( 42 )
-
( 42 )
-
Total lease cost
$
1,648
$
2,337
$
3,409
$
4,137
Cash paid for amounts included in measurement of lease liabilities
Operating cash outflows from operating leases
$
1,503
$
1,402
$
2,990
$
2,797
ROU assets obtained in exchange for new operating lease liabilities
$
-
$
231
$
15
$
951
Reduction to ROU assets resulting from reduction to lease liabilities
$
-
$
1,279
$
-
$
1,279
Other non-cash reductions to ROU assets
$
-
$
-
$
1,192
$
-
(in thousands)
June 30, 2020
December 31, 2019
Operating lease ROU assets
$
18,648
$
22,335
Operating lease liabilities
$
21,766
$
24,475
Weighted-average remaining lease term - operating leases
4.26
years
4.69
years
Weighted-average discount rate - operating leases
2.34
%
2.33
%
Future minimum lease payments under non-cancellable leases as of June 30, 2020 were as follows:
(in thousands)
June 30, 2020
2020
$
3,002
2021
5,976
2022
5,904
2023
4,386
2024
2,334
Thereafter
1,365
Total future minimum lease payments
$
22,967
Less imputed interest
( 1,201 )
Total operating lease liability
$
21,766
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.