Item 1. Financial Statements
Item 1. Financial Statements
RLI Corp. and Subsidiaries
Condensed Consolidated Statements of Earnings and Comprehensive Earnings
(Unaudited)
For the Three Months
For the Nine Months
Ended September 30,
Ended September 30,
(in thousands, except per share data)
2023
2022
2023
2022
Net premiums earned
$
318,409
$
291,468
$
948,412
$
843,430
Net investment income
31,963
21,270
87,835
57,625
Net realized gains
6,558
573,170
26,758
591,562
Net unrealized gains (losses) on equity securities
( 25,236 )
( 26,414 )
15,474
( 155,218 )
Consolidated revenue
$
331,694
$
859,494
$
1,078,479
$
1,337,399
Losses and settlement expenses
189,558
165,089
457,989
388,527
Policy acquisition costs
103,013
96,977
307,083
271,879
Insurance operating expenses
21,591
20,606
70,002
58,794
Interest expense on debt
1,873
2,013
5,928
6,034
General corporate expenses
2,372
2,755
10,805
8,553
Total expenses
$
318,407
$
287,440
$
851,807
$
733,787
Equity in earnings (loss) of unconsolidated investees
1,732
( 17,352 )
7,169
3,061
Earnings before income taxes
$
15,019
$
554,702
$
233,841
$
606,673
Income tax expense
1,483
114,809
43,842
121,096
Net earnings
$
13,536
$
439,893
$
189,999
$
485,577
Other comprehensive earnings (loss), net of tax
( 56,834 )
( 81,248 )
( 38,848 )
( 294,392 )
Comprehensive earnings (loss)
$
( 43,298 )
$
358,645
$
151,151
$
191,185
Basic net earnings per share
$
0.30
$
9.69
$
4.17
$
10.71
Diluted net earnings per share
$
0.29
$
9.61
$
4.12
$
10.61
Weighted average number of common shares outstanding:
Basic
45,622
45,379
45,581
45,347
Diluted
46,065
45,775
46,067
45,775
See accompanying notes to the unaudited condensed consolidated interim financial statements.
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RLI Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
September 30,
December 31,
(in thousands, except share and per share data)
2023
2022
ASSETS
Investments and cash:
Fixed income:
Available-for-sale, at fair value
$
2,717,627
$
2,666,950
(amortized cost of $ 3,046,785 and allowance for credit losses of $ 704 at 9/30/23)
(amortized cost of $ 2,945,273 and allowance for credit losses of $ 339 at 12/31/22)
Equity securities, at fair value (cost - $ 347,772 at 9/30/23 and $ 328,019 at 12/31/22)
534,436
498,382
Short-term investments, at cost which approximates fair value
125,032
36,229
Other invested assets
59,730
47,922
Cash
18,445
22,818
Total investments and cash
$
3,455,270
$
3,272,301
Accrued investment income
25,328
21,259
Premiums and reinsurance balances receivable, net of allowances for uncollectible amounts of $ 19,415 at 9/30/23 and $ 18,696 at 12/31/22
225,821
189,501
Ceded unearned premium
111,072
138,457
Reinsurance balances recoverable on unpaid losses and settlement expenses, net of allowances for uncollectible amounts of $ 11,131 at 9/30/23 and $ 11,250 at 12/31/22
820,954
740,089
Deferred policy acquisition costs
150,666
127,859
Property and equipment, at cost, net of accumulated depreciation of $ 74,416 at 9/30/23 and $ 68,633 at 12/31/22
48,596
49,573
Investment in unconsolidated investees
56,110
58,275
Goodwill and intangibles
53,562
53,562
Income taxes-deferred
51,403
40,269
Other assets
84,744
75,923
TOTAL ASSETS
$
5,083,526
$
4,767,068
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Unpaid losses and settlement expenses
$
2,488,695
$
2,315,637
Unearned premiums
906,139
785,085
Reinsurance balances payable
56,570
61,100
Funds held
103,424
101,144
Income taxes-current
5,546
—
Debt
100,000
199,863
Accrued expenses
85,640
94,869
Other liabilities
38,421
32,029
TOTAL LIABILITIES
$
3,784,435
$
3,589,727
Shareholders’ Equity
Common stock ($ 0.01 par value)
(Shares authorized - 200,000,000 )
( 68,555,985 shares issued, 45,625,771 shares outstanding at 9/30/23)
( 68,399,966 shares issued, 45,469,752 shares outstanding at 12/31/22)
$
686
$
684
Paid-in capital
360,453
352,391
Accumulated other comprehensive earnings (loss)
( 267,924 )
( 229,076 )
Retained earnings
1,598,875
1,446,341
Deferred compensation
12,617
12,015
Less: Treasury shares, at cost ( 22,930,214 shares at 9/30/23 and 12/31/22)
( 405,616 )
( 405,014 )
TOTAL SHAREHOLDERS’ EQUITY
$
1,299,091
$
1,177,341
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
5,083,526
$
4,767,068
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
Other
Total
Comprehensive
Treasury
Common
Shareholders’
Common
Paid-in
Earnings
Retained
Deferred
Shares
(in thousands, except share and per share data)
Shares
Equity
Stock
Capital
(Loss)
Earnings
Compensation
at Cost
Balance, January 1, 2022
45,289,337
$
1,229,361
$
682
$
343,742
$
49,826
$
1,228,110
$
9,642
$
( 402,641 )
Net earnings
—
47,923
—
—
—
47,923
—
—
Other comprehensive earnings (loss), net of tax
—
( 115,581 )
—
—
( 115,581 )
—
—
—
Deferred compensation
—
—
—
—
—
—
( 973 )
973
Share-based compensation
26,605
3,049
—
3,049
—
—
—
—
Dividends and dividend equivalents ($ 0.25 per share)
—
( 11,330 )
—
—
—
( 11,330 )
—
—
Balance, March 31, 2022
45,315,942
$
1,153,422
$
682
$
346,791
$
( 65,755 )
$
1,264,703
$
8,669
$
( 401,668 )
Net earnings
—
( 2,239 )
—
—
—
( 2,239 )
—
—
Other comprehensive earnings (loss), net of tax
—
( 97,563 )
—
—
( 97,563 )
—
—
—
Deferred compensation
—
—
—
—
—
—
276
( 276 )
Share-based compensation
52,862
2,371
1
2,370
—
—
—
—
Dividends and dividend equivalents ($ 0.26 per share)
—
( 11,803 )
—
—
—
( 11,803 )
—
—
Balance, June 30, 2022
45,368,804
$
1,044,188
$
683
$
349,161
$
( 163,318 )
$
1,250,661
$
8,945
$
( 401,944 )
Net earnings
—
439,893
—
—
—
439,893
—
—
Other comprehensive earnings (loss), net of tax
—
( 81,248 )
—
—
( 81,248 )
—
—
—
Deferred compensation
—
—
—
—
—
—
102
( 102 )
Share-based compensation
9,367
2,968
—
2,968
—
—
—
—
Dividends and dividend equivalents ($ 0.26 per share)
—
( 11,808 )
—
—
—
( 11,808 )
—
—
Balance, September 30, 2022
45,378,171
$
1,393,993
$
683
$
352,129
$
( 244,566 )
$
1,678,746
$
9,047
$
( 402,046 )
Accumulated
Other
Total
Comprehensive
Treasury
Common
Shareholders’
Common
Paid-in
Earnings
Retained
Deferred
Shares
(in thousands, except share and per share data)
Shares
Equity
Stock
Capital
(Loss)
Earnings
Compensation
at Cost
Balance, January 1, 2023
45,469,752
$
1,177,341
$
684
$
352,391
$
( 229,076 )
$
1,446,341
$
12,015
$
( 405,014 )
Cumulative-effect adjustment from ASU 2023-02
—
( 951 )
—
—
—
( 951 )
—
—
Net earnings
—
98,811
—
—
—
98,811
—
—
Other comprehensive earnings (loss), net of tax
—
37,707
—
—
37,707
—
—
—
Deferred compensation
—
—
—
—
—
—
249
( 249 )
Share-based compensation
84,944
2,864
1
2,863
—
—
—
—
Dividends and dividend equivalents ($ 0.26 per share)
—
( 11,851 )
—
—
—
( 11,851 )
—
—
Balance, March 31, 2023
45,554,696
$
1,303,921
$
685
$
355,254
$
( 191,369 )
$
1,532,350
$
12,264
$
( 405,263 )
Net earnings
—
77,652
—
—
—
77,652
—
—
Other comprehensive earnings (loss), net of tax
—
( 19,721 )
—
—
( 19,721 )
—
—
—
Deferred compensation
—
—
—
—
—
—
243
( 243 )
Share-based compensation
41,500
2,402
—
2,402
—
—
—
—
Dividends and dividend equivalents ($ 0.27 per share)
—
( 12,342 )
—
—
—
( 12,342 )
—
—
Balance, June 30, 2023
45,596,196
$
1,351,912
$
685
$
357,656
$
( 211,090 )
$
1,597,660
$
12,507
$
( 405,506 )
Net earnings
—
13,536
—
—
—
13,536
—
—
Other comprehensive earnings (loss), net of tax
—
( 56,834 )
—
—
( 56,834 )
—
—
—
Deferred compensation
—
—
—
—
—
—
110
( 110 )
Share-based compensation
29,575
2,798
1
2,797
—
—
—
—
Dividends and dividend equivalents ($ 0.27 per share)
—
( 12,321 )
—
—
—
( 12,321 )
—
—
Balance, September 30, 2023
45,625,771
$
1,299,091
$
686
$
360,453
$
( 267,924 )
$
1,598,875
$
12,617
$
( 405,616 )
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 Nine Months
Ended September 30,
(in thousands)
2023
2022
Net cash provided by operating activities
$
342,192
$
282,886
Cash Flows from Investing Activities
Purchase of:
Fixed income securities, available-for-sale
$
( 560,192 )
$
( 531,894 )
Equity securities
( 40,571 )
( 42,490 )
Property and equipment
( 5,451 )
( 4,432 )
Other
( 8,535 )
( 7,940 )
Proceeds from sale of:
Fixed income securities, available-for-sale
26,158
46,448
Equity securities
36,708
59,264
Equity method investments
14,134
686,666
Other
550
2,298
Proceeds from call or maturity of:
Fixed income securities, available-for-sale
414,529
176,616
Net proceeds from sale (purchase) of short-term investments
( 88,803 )
—
Net cash provided by (used in) investing activities
$
( 211,473 )
$
384,536
Cash Flows from Financing Activities
Proceeds from issuance of debt
$
50,000
$
—
Payment of debt
( 150,000 )
—
Cash dividends paid
( 36,490 )
( 34,913 )
Proceeds from stock option exercises
1,398
2,198
Net cash used in financing activities
$
( 135,092 )
$
( 32,715 )
Net increase (decrease) in cash
$
( 4,373 )
$
634,707
Cash at the beginning of the period
22,818
88,804
Cash at September 30,
$
18,445
$
723,511
See accompanying notes to the unaudited condensed consolidated interim financial statements.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND 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 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 2022 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 September 30, 2023 and the results of operations of RLI Corp. (the Company) 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 2022 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
2023-02—Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Method
The amendments in this ASU permit the use of the proportional amortization method for investments in tax credits if certain conditions are met. Under the proportional amortization method, the initial cost of an investment is amortized in proportion to the amount of tax credits and other tax benefits received, with the amortization and tax credits presented as a component of income tax expense. Under previous guidance, equity investments in tax credit structures, other than qualified affordable housing projects, were accounted for using the equity method of accounting, which required the presentation of income, gains and losses, and tax credits in their respective line items of the statement of earnings. This ASU allows entities to make an accounting policy election on an individual tax credit program basis for all equity investments whose primary purpose is receiving income tax credits or other income tax benefits. When the proportional amortization method is selected, this amendment also requires a liability be recognized for delayed equity contributions that are unconditional or for contingent contributions when the contingent event becomes probable.
We adopted ASU 2023-02 on January 1, 2023 using a modified-retrospective approach. Through 2022, our investment in historic tax credit partnerships was presented in the balance sheet as an investment in unconsolidated investee. On January 1, 2023, the $ 11 million investment was moved to the other invested assets line item, an unfunded commitment for the investment was recognized by establishing a $ 7 million liability and increasing other invested assets, and the asset and retained earnings were reduced by $ 1 million to reflect the difference between applying the equity method and the proportional method since the investment was entered into. While the amortization of the investment will be presented in income tax expense going forward, rather than in equity in earnings of unconsolidated investees, the impact to net earnings will not have a material impact on our financial statements.
C. PROSPECTIVE ACCOUNTING STANDARDS
There are no prospective accounting standards which would have a material impact on our financial statements as of September 30, 2023.
D. REINSURANCE
Ceded unearned premiums and reinsurance balances recoverable on unpaid losses and settlement expenses are reported separately as an asset, rather than being netted with the related liability, since reinsurance does not relieve the Company of our liability to policyholders. Such balances are subject to the credit risk associated with the individual reinsurer. We continually monitor the financial condition of our reinsurers and actively follow up on any past due or disputed amounts. As part of our
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monitoring efforts, we review reinsurers’ annual financial statements and Securities and Exchange Commission filings for those 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. In addition, we subject our reinsurance recoverables to detailed recoverability tests, including a segment-based analysis using the average default rating percentage by S&P rating, which assists the Company in assessing the sufficiency of its allowance. Additionally, we perform an in-depth reinsurer financial condition analysis prior to the renewal of each of our reinsurance placements.
Our policy is to charge to earnings, in the form of an allowance, an estimate of unrecoverable amounts from reinsurers. This 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. 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 recoverables for the reinsurer are specifically identified and written off through use of our allowance for estimated unrecoverable amounts from reinsurers. When we write-off such a balance, it is done in full. We then re-evaluate the overall allowance and determine whether the balance is sufficient and, if needed, an additional allowance is recognized.
The allowances for uncollectible amounts on paid and unpaid reinsurance recoverables were $ 19 million and $ 11 million, respectively, at September 30, 2023. At December 31, 2022, the amounts were $ 16 million and $ 11 million, respectively. 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 nine months of 2023. We have no receivables with a due date that extends beyond one year that are not included in our allowance for uncollectible amounts.
E. INTANGIBLE ASSETS
The composition of goodwill and intangible assets at September 30, 2023 and December 31, 2022 is detailed in the following table:
September 30,
December 31,
(in thousands)
2023
2022
Goodwill
Surety
$
40,816
$
40,816
Casualty
5,246
5,246
Total goodwill
$
46,062
$
46,062
Indefinite-lived intangibles
7,500
7,500
Total goodwill and intangibles
$
53,562
$
53,562
Annual impairment assessments were performed on our goodwill and state insurance license indefinite-lived intangible assets during the second quarter of 2023. Based upon these reviews, none of the assets were impaired. In addition, there were no triggering events as of September 30, 2023 that would suggest an updated impairment test would be needed for our goodwill and intangible assets.
F. EARNINGS PER SHARE
Basic earnings per share (EPS) 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 these items 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 these items. 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 Months
For the Three Months
Ended September 30, 2023
Ended September 30, 2022
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
$
13,536
45,622
$
0.30
$
439,893
45,379
$
9.69
Effect of Dilutive Securities
Stock options and restricted stock units
—
443
—
396
Diluted EPS
Earnings available to common shareholders
$
13,536
46,065
$
0.29
$
439,893
45,775
$
9.61
Anti-dilutive securities excluded from diluted EPS
145
435
For the Nine Months
For the Nine Months
Ended September 30, 2023
Ended September 30, 2022
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
$
189,999
45,581
$
4.17
$
485,577
45,347
$
10.71
Effect of Dilutive Securities
Stock options and restricted stock units
—
486
—
428
Diluted EPS
Earnings available to common shareholders
$
189,999
46,067
$
4.12
$
485,577
45,775
$
10.61
Anti-dilutive securities excluded from diluted EPS
145
459
G. COMPREHENSIVE EARNINGS
Our comprehensive earnings include net earnings plus after-tax unrealized gains and losses on our available-for-sale fixed income portfolio. In reporting the components of comprehensive earnings, we used the federal statutory tax rate of 21 percent. Other comprehensive earnings (loss), as shown in the consolidated statements of earnings and comprehensive earnings, is net of tax benefit of $ 15 million for the third quarter of 2023, compared to $ 22 million for the same period in 2022. For the nine-month period ended September 30, 2023, other comprehensive earnings (loss) is net of tax benefit of $ 10 million, compared to $ 78 million for the same period in 2022.
Unrealized losses, net of tax, recognized in other comprehensive earnings (loss) were $ 39 million for the first nine months of 2023, compared to $ 294 million during the same period last year. The unrealized losses in each period were attributable to an increase in interest rates, which decreased the fair value of securities held in the fixed income portfolio.
The following table illustrates the changes in the balance of each component of accumulated other comprehensive earnings (loss) for each period presented in the unaudited condensed consolidated interim financial statements:
(in thousands)
For the Three Months
For the Nine Months
Ended September 30,
Ended September 30,
Unrealized Gains/Losses on Available-for-Sale Securities
2023
2022
2023
2022
Beginning balance
$
( 211,090 )
$
( 163,318 )
$
( 229,076 )
$
49,826
Other comprehensive earnings (loss) before reclassifications
( 57,261 )
( 82,785 )
( 41,355 )
( 296,422 )
Amounts reclassified from accumulated other comprehensive earnings
427
1,537
2,507
2,030
Net current-period other comprehensive earnings (loss)
$
( 56,834 )
$
( 81,248 )
$
( 38,848 )
$
( 294,392 )
Ending balance
$
( 267,924 )
$
( 244,566 )
$
( 267,924 )
$
( 244,566 )
Balance of securities for which an allowance for credit losses has been recognized in net earnings
$
2,005
$
1,520
Credit losses on or the sale of an available-for-sale security results in amounts being reclassified from accumulated other comprehensive earnings (loss) to current period net earnings. The effects of reclassifications out of accumulated other comprehensive earnings (loss) by the respective line items of net earnings are presented in the following table:
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Amount Reclassified from Accumulated Other
(in thousands)
Comprehensive Earnings (Loss)
For the Three Months
For the Nine Months
Component of Accumulated
Ended September 30,
Ended September 30,
Affected line item in the
Other Comprehensive Earnings (Loss)
2023
2022
2023
2022
Statement of Earnings
Unrealized gains and losses on available-for-sale securities
$
( 271 )
$
( 1,912 )
$
( 2,808 )
$
( 2,684 )
Net realized gains (losses)
( 270 )
( 34 )
( 365 )
115
Credit gains (losses) presented within net realized gains
$
( 541 )
$
( 1,946 )
$
( 3,173 )
$
( 2,569 )
Earnings (loss) before income taxes
114
409
666
539
Income tax (expense) benefit
$
( 427 )
$
( 1,537 )
$
( 2,507 )
$
( 2,030 )
Net earnings (loss)
H. 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.
Level 1 is applied to valuations based on readily available, unadjusted quoted prices in active markets for identical assets.
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.
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 are deemed Level 2.
Mortgage-backed Securities (MBS)/Commercial Mortgage-backed Securities (CMBS) and Asset-backed Securities (ABS): The pricing vendor evaluation methodology primarily includes interest rate movements and new issue data. Evaluation of the tranches (non-volatile, volatile or credit sensitivity) is based on the pricing vendors’ interpretation of accepted modeling and pricing conventions. This information is then used to determine the cash flows for each tranche, benchmark yields, pre-payment assumptions and to incorporate collateral performance. To evaluate MBS and CMBS volatility, an option 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
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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.
For all of our fixed income securities classified as Level 2, 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. If discrepancies are found in our comparisons, 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 fixed income securities provided by our pricing services are reasonable.
Equity Securities: As of September 30, 2023, nearly all of our equity holdings were 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). Pricing for the equity securities not traded on an exchange is provided by a third-party pricing source using observable inputs and are classified as Level 2. Pricing for equity securities not traded on an exchange rely on one or more unobservable inputs and are classified as Level 3.
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.
I. RISKS AND UNCERTAINTIES
Certain risks and uncertainties are inherent in our day-to-day operations. Adverse changes in the economy, including inflation; rising interest rates; volatile equity markets; and ongoing supply chain disruptions, could lower demand for our insurance products, result in increased levels of loss costs that we could not anticipate at the time we priced our coverages, or negatively impact our investment results, all of which could have an adverse effect on the profitability of our operations.
Catastrophe Exposures
Our catastrophe reinsurance treaty renewed on January 1, 2023. We purchased limits of $ 700 million in excess of $ 25 million first-dollar retention for earthquakes in California, $ 700 million in excess of $ 50 million first-dollar retention for earthquakes outside of California and $ 600 million in excess of $ 50 million first-dollar retention for all other perils, including wind. These amounts are subject to certain co-participations by the Company on losses in excess of the first-dollar retentions. On June 1, 2023, we purchased $ 150 million of additional catastrophe reinsurance protection on top of the previously described coverage. This increases the limits to $ 850 million in excess of $ 25 million first-dollar retention for earthquakes in California, $ 850 million in excess of $ 50 million first-dollar retention for earthquakes outside of California and $ 750 million in excess of $ 50 million first-dollar retention for all other perils, including wind, all of which are still subject to 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 the 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 nine-month periods ended September 30, 2023 and 2022:
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Sales
Proceeds
Gross Realized
Net Realized
(in thousands)
From Sales
Gains
Losses
Gain (Loss)
2023
Fixed income securities - available-for-sale
$
25,983
$
145
$
( 1,035 )
$
( 890 )
Equity securities
36,708
15,990
( 101 )
15,889
2022
Fixed income securities - available-for-sale
$
48,559
$
286
$
( 2,481 )
$
( 2,195 )
Equity securities
59,264
20,410
( 609 )
19,801
Calls/Maturities
Gross Realized
Net Realized
(in thousands)
Proceeds
Gains
Losses
Gain (Loss)
2023
Fixed income securities - available-for-sale
$
434,263
$
38
$
( 236 )
$
( 198 )
2022
Fixed income securities - available-for-sale
$
176,991
$
142
$
( 55 )
$
87
FAIR VALUE MEASUREMENTS
Assets measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 are summarized below:
As of September 30, 2023
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
$
—
$
321,611
$
—
$
321,611
U.S. agency
—
48,368
—
48,368
Non-U.S. government & agency
—
3,811
—
3,811
Agency MBS
—
399,381
—
399,381
ABS/CMBS/MBS*
—
265,779
—
265,779
Corporate
—
1,097,093
56,291
1,153,384
Municipal
—
525,293
—
525,293
Total fixed income securities - available-for-sale
$
—
$
2,661,336
$
56,291
$
2,717,627
Equity securities
532,856
—
1,580
534,436
Total
$
532,856
$
2,661,336
$
57,871
$
3,252,063
As of December 31, 2022
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
$
—
$
454,021
$
—
$
454,021
U.S. agency
—
73,063
—
73,063
Non-U.S. government & agency
—
5,847
—
5,847
Agency MBS
—
331,806
—
331,806
ABS/CMBS/MBS*
—
240,736
—
240,736
Corporate
—
980,676
53,654
1,034,330
Municipal
—
527,147
—
527,147
Total fixed income securities - available-for-sale
$
—
$
2,613,296
$
53,654
$
2,666,950
Equity securities
496,731
39
1,612
498,382
Total
$
496,731
$
2,613,335
$
55,266
$
3,165,332
*
Non-agency asset-backed, commercial mortgage-backed and mortgage-backed securities
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The following table summarizes changes in the balance of securities whose fair value was measured using significant unobservable inputs (Level 3).
(in thousands)
Level 3 Securities
Balance as of January 1, 2023
$
55,266
Net realized and unrealized gains (losses)
Included in other comprehensive earnings (loss)
( 377 )
Purchases
5,475
Sales / Calls / Maturities
( 2,493 )
Balance as of September 30, 2023
$
57,871
Change in unrealized gains (losses) during the period for Level 3 assets held at period-end - included in other comprehensive earnings (loss)
$
( 377 )
The amortized cost and fair value of available-for-sale fixed income securities by contractual maturity as of September 30, 2023 were as follows:
September 30, 2023
(in thousands)
Amortized Cost
Fair Value
Due in one year or less
$
176,148
$
174,377
Due after one year through five years
909,286
858,578
Due after five years through 10 years
653,649
596,523
Due after 10 years
547,547
422,989
ABS/CMBS/MBS*
760,155
665,160
Total available-for-sale
$
3,046,785
$
2,717,627
*
Asset-backed, commercial mortgage-backed and mortgage-backed securities
The amortized cost and fair value of available-for-sale securities at September 30, 2023 and December 31, 2022 are presented in the tables below. Amortized cost does not include the $ 23 million and $ 20 million of accrued interest receivable as of September 30, 2023 and December 31, 2022, respectively.
September 30, 2023
Cost or
Allowance
Gross
Gross
Amortized
for Credit
Unrealized
Unrealized
Fair
(in thousands)
Cost
Losses
Gains
Losses
Value
U.S. government
$
334,650
$
—
$
—
$
( 13,039 )
$
321,611
U.S. agency
51,477
—
—
( 3,109 )
48,368
Non-U.S. government & agency
4,800
—
—
( 989 )
3,811
Agency MBS
457,496
—
7
( 58,122 )
399,381
ABS/CMBS/MBS*
302,659
( 4 )
65
( 36,941 )
265,779
Corporate
1,253,152
( 700 )
952
( 100,020 )
1,153,384
Municipal
642,551
—
85
( 117,343 )
525,293
Total Fixed Income
$
3,046,785
$
( 704 )
$
1,109
$
( 329,563 )
$
2,717,627
December 31, 2022
Cost or
Allowance
Gross
Gross
Amortized
for Credit
Unrealized
Unrealized
Fair
(in thousands)
Cost
Losses
Gains
Losses
Value
U.S. government
$
462,884
$
—
$
8
$
( 8,871 )
$
454,021
U.S. agency
75,074
—
26
( 2,037 )
73,063
Non-U.S. government & agency
6,798
—
—
( 951 )
5,847
Agency MBS
373,687
—
336
( 42,217 )
331,806
ABS/CMBS/MBS*
276,126
( 8 )
62
( 35,444 )
240,736
Corporate
1,122,097
( 331 )
541
( 87,977 )
1,034,330
Municipal
628,607
—
1,265
( 102,725 )
527,147
Total Fixed Income
$
2,945,273
$
( 339 )
$
2,238
$
( 280,222 )
$
2,666,950
*
Non-agency asset-backed, commercial mortgage-backed and mortgage-backed securities
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Allowance for Credit Losses and Unrealized Losses on Fixed Income Securities
A reversable allowance for credit losses is recognized on available-for-sale fixed income securities. Several criteria are reviewed to determine if securities in the fixed income portfolio 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 security’s fair value is below amortized cost. As of September 30, 2023, the discounted cash flow analysis resulted in an allowance for credit losses on 19 securities. The following table presents changes in the allowance for expected credit losses on available-for-sale securities:
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2023
2022
2023
2022
Beginning balance
$
434
$
292
$
339
$
441
Increase to allowance from securities for which credit losses were not previously recorded
281
168
25
292
Reduction from securities sold during the period
—
( 166 )
—
( 619 )
Reductions from intent to sell securities
—
—
—
( 17 )
Net increase (decrease) from securities that had an allowance at the beginning of the period
( 11 )
33
340
230
Balance as of September 30,
$
704
$
327
$
704
$
327
During the first nine months of 2023, $ 2 million of realized losses were recognized on fixed income securities for which the cost basis was written down to fair value due to a credit event, restructurings and losses on securities for which we no longer had the intent to hold until recovery. We recognized less than $ 1 million of losses on securities for which we no longer had the intent to hold until recovery during the first nine months of 2022.
As of September 30, 2023, in addition to the securities included in the allowance for credit losses, the fixed income portfolio contained 1,547 securities with an unrealized loss position for which an allowance for credit losses had not been recorded. The $ 330 million in associated unrealized losses represents 11 percent of the fixed income portfolio’s cost basis and 10 percent of total invested assets. Isolated to these securities, unrealized losses increased through the first nine months of 2023, as interest rates increased during the period. Of the total 1,547 securities, 1,200 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 September 30, 2023 and December 31, 2022 after factoring in the allowance for credit losses. All fixed income securities continue to pay the expected coupon payments and we believe we will recover the amortized cost basis of available-for-sale securities that remain in an unrealized loss position.
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September 30, 2023
December 31, 2022
(in thousands)
< 12 Mos.
12 Mos. &
Greater
Total
< 12 Mos.
12 Mos. &
Greater
Total
U.S. government
Fair value
$
82,683
$
238,928
$
321,611
$
399,361
$
8,828
$
408,189
Amortized cost
86,186
248,464
334,650
407,340
9,720
417,060
Unrealized loss
$
( 3,503 )
$
( 9,536 )
$
( 13,039 )
$
( 7,979 )
$
( 892 )
$
( 8,871 )
U.S. agency
Fair value
$
15,658
$
32,710
$
48,368
$
32,987
$
2,170
$
35,157
Amortized cost
16,304
35,173
51,477
34,627
2,567
37,194
Unrealized loss
$
( 646 )
$
( 2,463 )
$
( 3,109 )
$
( 1,640 )
$
( 397 )
$
( 2,037 )
Non-U.S. government
Fair value
$
—
$
3,811
$
3,811
$
3,626
$
2,221
$
5,847
Amortized cost
—
4,800
4,800
3,798
3,000
6,798
Unrealized Loss
$
—
$
( 989 )
$
( 989 )
$
( 172 )
$
( 779 )
$
( 951 )
Agency MBS
Fair value
$
138,173
$
260,503
$
398,676
$
197,252
$
117,851
$
315,103
Amortized cost
143,662
313,136
456,798
212,776
144,544
357,320
Unrealized loss
$
( 5,489 )
$
( 52,633 )
$
( 58,122 )
$
( 15,524 )
$
( 26,693 )
$
( 42,217 )
ABS/CMBS/MBS*
Fair value
$
41,219
$
217,289
$
258,508
$
96,754
$
136,149
$
232,903
Amortized cost
41,882
253,567
295,449
104,724
163,623
268,347
Unrealized loss
$
( 663 )
$
( 36,278 )
$
( 36,941 )
$
( 7,970 )
$
( 27,474 )
$
( 35,444 )
Corporate
Fair value
$
274,290
$
804,638
$
1,078,928
$
660,830
$
323,337
$
984,167
Amortized cost
287,456
891,492
1,178,948
697,437
374,707
1,072,144
Unrealized loss
$
( 13,166 )
$
( 86,854 )
$
( 100,020 )
$
( 36,607 )
$
( 51,370 )
$
( 87,977 )
Municipal
Fair value
$
154,928
$
358,021
$
512,949
$
228,827
$
204,324
$
433,151
Amortized cost
159,582
470,710
630,292
255,240
280,636
535,876
Unrealized loss
$
( 4,654 )
$
( 112,689 )
$
( 117,343 )
$
( 26,413 )
$
( 76,312 )
$
( 102,725 )
Total fixed income
Fair value
$
706,951
$
1,915,900
$
2,622,851
$
1,619,637
$
794,880
$
2,414,517
Amortized cost
735,072
2,217,342
2,952,414
1,715,942
978,797
2,694,739
Unrealized loss
$
( 28,121 )
$
( 301,442 )
$
( 329,563 )
$
( 96,305 )
$
( 183,917 )
$
( 280,222 )
*
Non-agency asset-backed, commercial mortgage-backed and mortgage-backed securities
The following table shows the composition of the fixed income securities in unrealized loss positions, after factoring in the allowance for credit losses, at September 30, 2023 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.
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
$
2,440,094
$
2,160,142
$
( 279,952 )
85.0
%
2
BBB
Baa
431,695
388,396
( 43,299 )
13.1
%
3
BB
Ba
48,627
44,282
( 4,345 )
1.3
%
4
B
B
29,382
28,045
( 1,337 )
0.4
%
5
CCC
Caa
2,616
1,986
( 630 )
0.2
%
6
CC or lower
Ca or lower
—
—
—
0.0
%
Total
$
2,952,414
$
2,622,851
$
( 329,563 )
100.0
%
Other Invested Assets
We had $ 60 million of other invested assets at September 30, 2023, compared to $ 48 million at December 31, 2022. Other invested assets include investments in low income housing tax credit partnerships (LIHTC) and historic tax credit partnerships (HTC), membership in the Federal Home Loan Bank of Chicago (FHLBC), and investments in private funds. Our
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LIHTC and HTC investments are carried at amortized cost and our investment in FHLBC stock is carried at cost. Due to the nature of the LIHTC, HTC 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.
Our LIHTC interests had a balance of $ 11 million at September 30, 2023, compared to $ 13 million on December 31, 2022. Our LIHTC interests recognized amortization of $ 0.8 million as a component of income tax expense and a total tax benefit of $ 0.8 million during the third quarter of 2023, compared to $ 0.8 million of amortization and $ 0.9 million of tax benefit during the same period in 2022. For the nine-months ended September 30, 2023, our LIHTC interest recognized amortization of $ 2.3 million and a total benefit of $ 2.4 million, compared to $ 2.5 million of amortization and $ 2.6 million of tax benefit for the same period in 2022. Our unfunded commitment for our LIHTC investments was less than $ 1 million at September 30, 2023 and will be paid out in installments through 2035.
Our HTC investment had a balance of $ 14 million at September 30, 2023, compared to $ 11 million at December 31, 2022. Through 2022, the investment was accounted for as an investment in unconsolidated investee. Due to the adoption of ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method , the investment was reclassified as an other invested asset during 2023. A total tax benefit of $ 1.4 million was recognized from our HTC investment during the third quarter of 2023, compared to $ 1.3 million in the third quarter of 2022. For the nine-months ended September 30, 2023, our HTC investment recognized a total benefit of $ 4.3 million, compared to $ 3.9 million for the same period in 2022. Our HTC investment recognized $ 1.1 million of amortization as a component of income tax expense during the third quarter of 2023 and $ 3.4 million of amortization during the first nine months of 2023. Our unfunded commitment for our HTC investment totaled $ 1 million at September 30, 2023 and is expected be paid during 2023.
As of September 30, 2023, $ 57 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 September 30, 2023, $ 50 million of borrowings were outstanding with the FHLBC.
Our investments in private funds totaled $ 27 million as of September 30, 2023, down from $ 28 million as of December 31, 2022, and had $ 5 million of associated unfunded commitments at September 30, 2023. Our interest in private funds is generally restricted from being transferred or otherwise redeemed without prior consent by the respective entities, and the timed dissolution of the partnerships would trigger redemption.
Investments in Unconsolidated Investees
We had $ 56 million of investments in unconsolidated investees at September 30, 2023, compared to $ 58 million at December 31, 2022. At September 30, 2023, our investment in Prime Holdings Insurance Services, Inc. (Prime) was $ 56 million and other investments in unconsolidated investees totaled less than $ 1 million. Through December 31, 2022, our $ 11 million HTC investment was accounted for as an unconsolidated investee, but was reclassified as an other invested asset during 2023 due to the adoption of ASU 2023-02.
Cash and Short-Term Investments
Cash consists of uninvested balances in bank accounts. Short-term investments consist of investments with original maturities of 90 days or less, primarily AAA-rated government money market funds. Short-term investments are carried at cost. We had a cash and short-term investment balance of $ 18 million and $ 125 million, respectively, at September 30, 2023, compared to $ 23 million and $ 36 million, respectively, at December 31, 2022.
3. DEBT
As of September 30, 2023, we had $ 100 million in debt outstanding. On September 15, 2023, we retired $ 150 million in senior notes that were originally issued in 2013. Additionally, on September 15, 2023, we accessed $ 50 million from our revolving line of credit with PNC Bank, N.A. (PNC). The borrowing may be repaid at any time and carries a floating interest rate of 7.07 percent which will reset during the first quarter of 2024. The credit facility with PNC was entered into during the first quarter of 2023 and replaced the previous $ 60 million facility with Bank of Montreal, Chicago Branch, which expired on March 27, 2023 . The line of credit permits us to borrow up to an aggregate principal amount of $ 100 million, but may be increased up to an aggregate principal amount of $ 130 million under certain conditions. The facility has a three-year term that expires on May 29, 2026 . Further, RLI Insurance Company borrowed $ 50 million from the Federal Home Loan Bank of Chicago (FHLBC) on November 10, 2021. The borrowing matures on November 10, 2023 and has an option to be paid off prior to maturity. Interest is paid monthly at an annualized rate of 0.84 percent.
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4. HISTORICAL LOSS AND LAE DEVELOPMENT
The following table is a reconciliation of our unpaid losses and settlement expenses (LAE) for the first nine months of 2023 and 2022:
For the Nine Months
Ended September 30,
(in thousands)
2023
2022
Unpaid losses and LAE at beginning of year
Gross
$
2,315,637
$
2,043,555
Ceded
( 740,089 )
( 608,086 )
Net
$
1,575,548
$
1,435,469
Increase (decrease) in incurred losses and LAE
Current accident year
$
551,975
$
491,559
Prior accident years
( 93,986 )
( 103,032 )
Total incurred
$
457,989
$
388,527
Loss and LAE payments for claims incurred
Current accident year
$
( 113,010 )
$
( 52,435 )
Prior accident years
( 252,786 )
( 219,682 )
Total paid
$
( 365,796 )
$
( 272,117 )
Net unpaid losses and LAE at September 30,
$
1,667,741
$
1,551,879
Unpaid losses and LAE at September 30,
Gross
$
2,488,695
$
2,322,737
Ceded
( 820,954 )
( 770,858 )
Net
$
1,667,741
$
1,551,879
For the first nine months of 2023, incurred losses and LAE included $ 94 million of favorable development on prior years’ loss reserves, largely from accident years 2016 through 2018 and 2020 through 2022. Commercial excess, executive products, general liability, professional services, personal umbrella, surety and commercial property were drivers of the favorable development. No products experienced significant adverse development.
For the first nine months of 2022, incurred losses and LAE included $ 103 million of favorable development on prior years’ loss reserves, largely from accident years 2018 through 2021. General liability, professional services, transportation, executive products, commercial excess, marine and surety were drivers of the favorable development. No products experienced significant adverse development.
5. INCOME TAXES
Our effective tax rate for the three and nine months ended September 30, 2023 was 9.9 percent and 18.7 percent, respectively, compared to 20.7 percent and 20.0 percent, respectively, for the same period in 2022. Effective rates are dependent upon components of pretax earnings and the related tax effects. The effective tax rate was lower for the three and nine-month periods in 2023, as lower pretax income increased the percentage impact of tax-favored adjustments.
Income tax expense attributable to income from operations for the three and nine-month period ended September 30, 2023 and 2022 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.
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For the Three Months Ended September 30, 2023
For the Nine Months Ended September 30, 2023
2023
2022
2023
2022
(in thousands)
Amount
%
Amount
%
Amount
%
Amount
%
Provision for income taxes at the statutory rate of 21 %
$
3,154
21.0
%
$
116,487
21.0
%
$
49,107
21.0
%
$
127,401
21.0
%
Increase (reduction) in taxes resulting from:
Excess tax benefit on share-based compensation
( 395 )
( 2.6 )
%
( 95 )
( 0.0 )
%
( 3,263 )
( 1.4 )
%
( 2,270 )
( 0.4 )
%
Tax exempt interest income
( 270 )
( 1.8 )
%
( 280 )
( 0.1 )
%
( 827 )
( 0.4 )
%
( 850 )
( 0.1 )
%
Dividends received deduction
( 164 )
( 1.1 )
%
( 240 )
( 0.0 )
%
( 597 )
( 0.3 )
%
( 673 )
( 0.1 )
%
Tax credit
( 779 )
( 5.2 )
%
( 1,461 )
( 0.3 )
%
( 2,338 )
( 1.0 )
%
( 4,383 )
( 0.7 )
%
ESOP dividends paid deduction
( 142 )
( 1.0 )
%
( 136 )
( 0.0 )
%
( 423 )
( 0.2 )
%
( 404 )
( 0.0 )
%
Nondeductible expenses
158
1.1
%
34
0.0
%
1,505
0.6
%
608
0.1
%
Other items, net
( 79 )
( 0.5 )
%
500
0.1
%
678
0.4
%
1,667
0.2
%
Total tax expense
$
1,483
9.9
%
$
114,809
20.7
%
$
43,842
18.7
%
$
121,096
20.0
%
We have recorded our deferred tax assets and liabilities using the statutory federal tax rate of 21 percent. We believe it is more likely than not that all deferred tax assets will be recovered, given the carry back availability as well as the result of future operations, which will generate sufficient taxable income to realize the deferred tax asset.
6. STOCK BASED COMPENSATION
Our RLI Corp. Long-Term Incentive Plan (2015 LTIP) was in place from 2015 to 2023. The 2015 LTIP provided for equity-based compensation, including stock options and restricted stock units, up to a maximum of 4,000,000 shares of common stock (subject to adjustment for changes in our capitalization and other events). Between 2015 and 2023, we granted 3,291,388 awards under the 2015 LTIP. The 2015 LTIP was replaced in 2023.
In 2023, our shareholders approved the 2023 RLI Corp. Long-Term Incentive Plan (2023, LTIP), which provides for equity-based compensation. In conjunction with the adoption of the 2023 LTIP, effective May 4, 2023, awards are no longer granted under the 2015 LTIP. Awards under the 2023 LTIP may be in the form of restricted stock, restricted stock units, stock options (incentive or non-qualified), stock appreciation rights, performance units as well as other stock-based awards. Eligibility under the 2023 LTIP is limited to employees, directors, consultants and independent contractors of the Company or any affiliate. The granting of awards under the 2023 LTIP is solely at the discretion of the Human Capital and Compensation Committee of the board of directors or its delegate. The maximum number of shares of common stock available for distribution under the 2023 LTIP is 4,004,891 shares (subject to adjustment for changes in our capitalization and other events). Since the plan’s approval in 2023, we have granted 165,063 awards under the 2023 LTIP.
Compensation expense is based on the probable number of awards expected to vest. The total compensation expense related to equity awards was $ 2.0 million and $ 6.6 million in the three and nine-month periods ended September 30, 2023, respectively, compared to $ 2.4 million and $ 6.2 million, respectively, for the same period in 2022. The total income tax benefit was $ 0.3 million and $ 1.1 million for the three and nine-month periods ended September 30, 2023, compared to $ 0.4 million and $ 1.0 million, respectively, for the same periods in 2022. Total unrecognized compensation expense relating to outstanding and unvested awards was $ 7 million, which will be recognized over the weighted average vesting period of 2.97 years.
Stock Options
Under the 2023 LTIP, as under the 2015 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 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 or greater, 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 nine-month period ended September 30, 2023:
Weighted
Aggregate
Weighted
Average
Intrinsic
Average
Remaining
Value
Options
Exercise Price
Contractual Life
(in 000’s)
Outstanding options at January 1, 2023
1,695,660
$
82.42
Options granted
172,250
135.51
Options exercised
( 219,905 )
57.15
Options canceled/forfeited
( 8,585 )
96.99
Outstanding options at September 30, 2023
1,639,420
$
91.31
4.83
$
73,168
Exercisable options at September 30, 2023
849,997
$
76.60
3.64
$
50,400
The intrinsic value, which is the difference between the fair value and the exercise price, of options exercised was $ 17 million and $ 6 million during the first nine months of 2023 and 2022, respectively.
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 September 30:
2023
2022
Weighted-average fair value of grants
$
26.71
$
20.99
Risk-free interest rates
3.41
%
2.86
%
Dividend yield
2.29
%
2.50
%
Expected volatility
22.96
%
22.89
%
Expected option life
4.94
years
5.06
years
The risk-free rate was determined based on U.S. treasury yields that most closely approximated the options’ 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 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. For employees, 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 or greater. For directors, these units vest on the earlier of one year from the date of grant or the next annual shareholders meeting. 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. The total fair value of restricted stock units that vested was $ 3 million and $ 2 million during the first nine months of 2023 and 2022, respectively.
Weighted
Average
Grant Date
RSUs
Fair Value
Nonvested at January 1, 2023
44,208
$
109.51
Granted
20,413
136.19
Reinvested
288
132.60
Vested
( 19,957 )
103.61
Forfeited
( 1,795 )
116.10
Nonvested at September 30, 2023
43,157
$
124.74
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7. 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 Months
For the Nine Months
Revenues
Ended September 30,
Ended September 30,
(in thousands)
2023
2022
2023
2022
Casualty
$
189,305
$
179,615
$
562,384
$
528,494
Property
94,988
80,844
285,596
222,974
Surety
34,116
31,009
100,432
91,962
Net premiums earned
$
318,409
$
291,468
$
948,412
$
843,430
Net investment income
31,963
21,270
87,835
57,625
Net realized gains
6,558
573,170
26,758
591,562
Net unrealized gains (losses) on equity securities
( 25,236 )
( 26,414 )
15,474
( 155,218 )
Total consolidated revenue
$
331,694
$
859,494
$
1,078,479
$
1,337,399
Net Earnings
(in thousands)
2023
2022
2023
2022
Casualty
$
18,670
$
11,329
$
57,478
$
60,418
Property
( 20,671 )
( 8,308 )
33,589
40,273
Surety
6,248
5,775
22,271
23,539
Net underwriting income (loss)
$
4,247
$
8,796
$
113,338
$
124,230
Net investment income
31,963
21,270
87,835
57,625
Net realized gains
6,558
573,170
26,758
591,562
Net unrealized gains (losses) on equity securities
( 25,236 )
( 26,414 )
15,474
( 155,218 )
General corporate expense and interest on debt
( 4,245 )
( 4,768 )
( 16,733 )
( 14,587 )
Equity in earnings (loss) of unconsolidated investees
1,732
( 17,352 )
7,169
3,061
Earnings before income taxes
$
15,019
$
554,702
$
233,841
$
606,673
Income tax expense
1,483
114,809
43,842
121,096
Net earnings
$
13,536
$
439,893
$
189,999
$
485,577
The following table further summarizes revenues by major product type within each operating segment:
For the Three Months
For the Nine Months
Net Premiums Earned
Ended September 30,
Ended September 30,
(in thousands)
2023
2022
2023
2022
Casualty
Commercial excess and personal umbrella
$
72,559
$
65,131
$
209,402
$
187,666
General liability
25,250
25,284
77,166
74,130
Commercial transportation
25,843
24,205
76,473
71,774
Professional services
24,882
24,174
73,841
71,590
Small commercial
18,096
17,005
54,492
50,463
Executive products
5,943
6,556
18,449
20,208
Other casualty
16,732
17,260
52,561
52,663
Total
$
189,305
$
179,615
$
562,384
$
528,494
Property
Commercial property
$
63,783
$
43,201
$
173,264
$
115,419
Marine
33,436
29,592
96,484
84,499
Other property
( 2,231 )
8,051
15,848
23,056
Total
$
94,988
$
80,844
$
285,596
$
222,974
Surety
Commercial
$
12,653
$
12,057
$
37,576
$
35,423
Miscellaneous
11,966
10,751
35,900
33,691
Contract
9,497
8,201
26,956
22,848
Total
$
34,116
$
31,009
$
100,432
$
91,962
Grand Total
$
318,409
$
291,468
$
948,412
$
843,430
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8. 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 costs for future minimum lease payments are recognized on a straight-line basis over the lease terms. Variable lease costs are expensed in the period in which the obligations are 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. The components of lease expense and other lease information as of and during the three and nine-month periods ended September 30, 2023 and 2022 were as follows:
For the Three Months
For the Nine Months
Ended September 30,
Ended September 30,
(in thousands)
2023
2022
2023
2022
Operating lease cost
$
1,235
$
1,272
$
3,743
$
3,686
Variable lease cost
320
339
1,202
1,073
Sublease income
( 139 )
( 139 )
( 416 )
( 416 )
Total lease cost
$
1,416
$
1,472
$
4,529
$
4,343
Cash paid for amounts included in measurement of lease liabilities
Operating cash outflows from operating leases
$
1,431
$
1,387
$
4,186
$
3,987
ROU assets obtained in exchange for new operating lease liabilities
$
319
$
54
$
1,303
$
2,485
Reduction to ROU assets resulting from reduction to lease liabilities
$
—
$
—
$
200
$
—
Other non-cash reductions to ROU assets
$
—
$
—
$
—
$
73
(in thousands)
September 30, 2023
December 31, 2022
Operating lease ROU assets
$
10,339
$
12,766
Operating lease liabilities
$
11,593
$
14,499
Weighted-average remaining lease term - operating leases
4.16
years
4.21
years
Weighted-average discount rate - operating leases
2.06
%
2.11
%
Future minimum lease payments under non-cancellable leases as of September 30, 2023 were as follows:
(in thousands)
September 30, 2023
2023
$
1,205
2024
3,919
2025
2,709
2026
1,744
2027
997
2028
704
Thereafter
884
Total future minimum lease payments
$
12,162
Less imputed interest
( 569 )
Total operating lease liability
$
11,593
9. ACQUISITONS AND DISPOSTIONS
On September 30, 2022, RLI Corp. completed the sale of its equity method investment in Maui Jim, Inc. to Kering Eyewear for cash proceeds of $ 687 million. A net realized gain of $ 571 million was recognized during 2022, and the payout of
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the working capital escrow during the first quarter of 2023 resulted in the recognition of an additional $ 14 million realized gain. The gains were recorded in the net realized gain line item of the statement of earnings.
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.