What changed in this filing

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Item 1. Financial Statements

2024-10-23 compared with 2024-07-24 · 127 added, 107 removed, 520 unchanged (31% of the section changed)

3 unchanged sentences

For the Three Months

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

(in thousands, except per share data)

1 unchanged sentence

Net investment income

Net realized gains (losses)

Net unrealized gains on equity securities

Net realized gains

Net unrealized gains (losses) on equity securities

Consolidated revenue

9 unchanged sentences

Other comprehensive earnings (loss), net of tax

Comprehensive earnings

Comprehensive earnings (loss)

Basic net earnings per share

4 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

(in thousands, except share and per share data)

22 unchanged sentences

Income taxes-current

Income taxes-deferred

Accrued expenses

31 unchanged sentences

Balance, June 30, 2023

Other comprehensive earnings (loss), net of tax

Deferred compensation

Share-based compensation

Dividends and dividend equivalents ($ 0.27 per share)

Balance, September 30, 2023

Comprehensive

12 unchanged sentences

Balance, June 30, 2024

Other comprehensive earnings (loss), net of tax

Deferred compensation

Share-based compensation

Dividends and dividend equivalents ($ 0.29 per share)

Balance, September 30, 2024

See accompanying notes to the unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

(in thousands)

13 unchanged sentences

Cash Flows from Financing Activities

Proceeds from issuance of debt

Payment of debt

Cash dividends paid

3 unchanged sentences

Cash at the beginning of the period

Cash at June 30,

Cash at September 30,

See accompanying notes to the unaudited condensed consolidated financial statements.

36 unchanged sentences

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 balances recoverable were $ 16 million and $ 11 million, respectively, at June 30, 2024 and December 31, 2023.

The allowances for uncollectible amounts on paid and unpaid reinsurance balances recoverable were $ 16 million and $ 10 million, respectively, at September 30, 2024.

At December 31, 2023, 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 were applied to the allowances in the first six months of 2024 and less than $ 1 million was recovered.

No write-offs were applied to the allowances in the first nine months of 2024 and less than $ 1 million was recovered.

INTANGIBLE ASSETS

The composition of goodwill and intangible assets at June 30, 2024 and December 31, 2023 is detailed in the following table:

The composition of goodwill and intangible assets at September 30, 2024 and December 31, 2023 is detailed in the following table:

September 30,

(in thousands)

4 unchanged sentences

Based upon these reviews, none of the assets were impaired.

In addition, there were no triggering events as of June 30, 2024 that would suggest an updated impairment test would be needed for our goodwill and intangible assets.

In addition, there were no triggering events as of September 30, 2024 that would suggest an updated impairment test would be needed for our goodwill and intangible assets.

EARNINGS PER SHARE

6 unchanged sentences

For the Three Months

Ended June 30, 2024

Ended June 30, 2023

Ended September 30, 2024

Ended September 30, 2023

(in thousands, except per share data)

6 unchanged sentences

Anti-dilutive securities excluded from diluted EPS

For the Six Months

Ended June 30, 2024

Ended June 30, 2023

For the Nine Months

Ended September 30, 2024

Ended September 30, 2023

(in thousands, except per share data)

9 unchanged sentences

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 $ 2 million for the second quarter of 2024, compared to $ 5 million of tax benefit for the same period in 2023.

For the six-month period ended June 30, 2024, other comprehensive earnings (loss) is net of tax benefit of $ 5 million, compared to $ 5 million of tax expense for the same period in 2023.

Unrealized losses, net of tax, recognized in other comprehensive earnings (loss) were $ 21 million for the first six months of 2024, compared to $ 18 million of unrealized gains, net of tax, during the same period last year.

The unrealized losses in 2024 were attributable to an increase in interest rates, which decreased the fair value of securities held in the fixed income portfolio.

During 2023, modestly tighter credit spreads on relatively steady interest rates increased the fair value of securities held in the fixed income portfolio.

Other comprehensive earnings (loss), as shown in the consolidated statements of earnings and comprehensive earnings, is net of tax expense of $ 21 million for the third quarter of 2024, compared to $ 15 million of tax benefit for the same period in 2023.

For the nine-month period ended September 30, 2024, other comprehensive earnings (loss) is net of tax expense of $ 16 million, compared to $ 10 million of tax benefit for the same period in 2023.

Unrealized gains, net of tax, recognized in other comprehensive earnings (loss) were $ 60 million for the first nine months of 2024, compared to $ 39 million of unrealized losses, net of tax, during the same period last year.

The unrealized gains in 2024 were attributable to a decrease in interest rates, which increased the fair value of securities held in the fixed income portfolio.

Interest rates increased during 2023, 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 financial statements:

1 unchanged sentence

For the Three Months

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

Unrealized Gains/Losses on Available-for-Sale Securities

11 unchanged sentences

For the Three Months

For the Six Months

For the Nine Months

Component of Accumulated

Ended June 30,

Ended September 30,

Affected line item in the

50 unchanged sentences

Equity Securities:

As of June 30, 2024, nearly all of our equity holdings were traded on an exchange.

As of September 30, 2024, 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).

6 unchanged sentences

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 six-month periods ended June 30, 2024 and 2023:

The following is a summary of the disposition of fixed income and equity securities for the nine-month periods ended September 30, 2024 and 2023:

Gross Realized

10 unchanged sentences

FAIR VALUE MEASUREMENTS

Assets measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 are summarized below:

As of June 30, 2024

Assets measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 are summarized below:

As of September 30, 2024

Quoted Prices in

27 unchanged sentences

Sales / Calls / Maturities

Balance as of June 30, 2024

Balance as of September 30, 2024

Change in unrealized gains (losses) during the period for Level 3 assets held at period-end - included in other comprehensive earnings (loss)

The amortized cost and fair value of available-for-sale fixed income securities by contractual maturity as of June 30, 2024 were as follows:

June 30, 2024

The amortized cost and fair value of available-for-sale fixed income securities by contractual maturity as of September 30, 2024 were as follows:

September 30, 2024

(in thousands)

7 unchanged sentences

Asset-backed, commercial mortgage-backed and mortgage-backed securities

The amortized cost and fair value of available-for-sale securities at June 30, 2024 and December 31, 2023 are presented in the tables below.

Amortized cost does not include the $ 26 million and $ 23 million of accrued interest receivable as of June 30, 2024 and December 31, 2023, respectively.

June 30, 2024

The amortized cost and fair value of available-for-sale securities at September 30, 2024 and December 31, 2023 are presented in the tables below.

Amortized cost does not include the $ 26 million and $ 23 million of accrued interest receivable as of September 30, 2024 and December 31, 2023, respectively.

September 30, 2024

(in thousands)

20 unchanged sentences

The allowance for any security is limited to the amount that the security’s fair value is below amortized cost.

As of June 30, 2024, the discounted cash flow analysis resulted in an allowance for credit losses on 9 securities.

As of September 30, 2024, the discounted cash flow analysis resulted in an allowance for credit losses on 11 securities.

The following table presents changes in the allowance for expected credit losses on available-for-sale securities:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

3 unchanged sentences

Net increase (decrease) from securities that had an allowance at the beginning of the period

Balance as of June 30,

We recognized $ 2 million of losses on securities for which we no longer had the intent to hold until recovery during the first six months of 2023.

No such losses were recognized during the first six months of 2024.

As of June 30, 2024, in addition to the securities included in the allowance for credit losses, the fixed income portfolio contained 1,366 securities with an unrealized loss position for which an allowance for credit losses had not been recorded.

Balance as of September 30,

We recognized $ 2 million of losses on securities for which we no longer had the intent to hold until recovery during the first nine months of 2023.

No such losses were recognized during the first nine months of 2024.

As of September 30, 2024, in addition to the securities included in the allowance for credit losses, the fixed income portfolio contained 1,134 securities with an unrealized loss position for which an allowance for credit losses had not been recorded.

The $ 161 million in associated unrealized losses represents 5 percent of the fixed income portfolio’s cost basis and 4 percent of total invested assets.

Isolated to these securities, unrealized losses increased slightly through the first six months of 2024, as interest rates increased during the period.

Isolated to these securities, unrealized losses decreased through the first nine months of 2024, as interest rates fell after the Federal Reserve cut rates in September.

Of the total 1,134 securities, 1,045 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, 2024 and December 31, 2023 after factoring in the allowance for credit losses.

The following table illustrates the total value of fixed income securities that were in an unrealized loss position as of September 30, 2024 and December 31, 2023 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.

June 30, 2024

September 30, 2024

December 31, 2023

19 unchanged sentences

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 June 30, 2024 by the National Association of Insurance Commissioners (NAIC) rating and the generally equivalent Standard & Poor’s (S&P) and Moody’s ratings.

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, 2024 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.

1 unchanged sentence

Other Invested Assets

We had $ 55 million of other invested assets at June 30, 2024, compared to $ 59 million at December 31, 2023.

We had $ 54 million of other invested assets at September 30, 2024, compared to $ 59 million at December 31, 2023.

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 LIHTC and

HTC investments are carried at amortized cost and our investment in FHLBC stock is carried at cost.

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 $ 9 million at June 30, 2024, compared to $ 10 million on December 31, 2023.

Our LIHTC interests recognized amortization of $ 1 million as a component of income tax expense and a total tax benefit of $ 1 million during the second quarter of 2024 and 2023.

For the six-months ended June 30, 2024, our LIHTC interests recognized amortization of $ 1 million and a total tax benefit of $ 1 million, compared to $ 2 million of amortization and $ 2 million of tax benefit for the same period in 2023.

Our unfunded commitment for our LIHTC investments was less than $ 1 million at June 30, 2024 and will be paid out in installments through 2035.

Our HTC investment had a balance of $ 11 million at June 30, 2024, compared to $ 13 million at December 31, 2023.

Our HTC investment recognized $ 1 million of amortization as a component of income tax expense and a total tax benefit of $ 1 million during the second quarter of 2024 and 2023.

For the six-months ended June 30, 2024 and 2023, our HTC investment recognized amortization of $ 2 million and a total tax benefit of $ 3 million.

As of June 30, 2024, $ 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 June 30, 2024, $ 50 million of borrowings were outstanding with the FHLBC.

Our investments in private funds totaled $ 25 million as of June 30, 2024, down from $ 28 million as of December 31, 2023, and had $ 4 million of associated unfunded commitments at June 30, 2024.

Our LIHTC interests had a balance of $ 8 million at September 30, 2024, compared to $ 10 million on December 31, 2023.

Our LIHTC interests recognized amortization of $ 1 million as a component of income tax expense and a total tax benefit of $ 1 million during the third quarter of 2024 and 2023.

For the nine-months ended September 30, 2024, our LIHTC interests recognized amortization of $ 2 million and a total tax benefit of $ 2 million, compared to $ 2 million of amortization and $ 2 million of tax benefit for the same period in 2023.

Our unfunded commitment for our LIHTC investments was less than $ 1 million at September 30, 2024 and will be paid out in installments through 2035.

Our HTC investment had a balance of $ 9 million at September 30, 2024, compared to $ 13 million at December 31, 2023.

Our HTC investment recognized $ 1 million of amortization as a component of income tax expense and a total tax benefit of $ 2 million during the third quarter of 2024, compared to $ 1 million of amortization and $ 1 million of tax benefit for the same period in 2023.

For the nine-months ended September 30, 2024 and 2023, our HTC investment recognized amortization of $ 3 million and a total tax benefit of $ 4 million.

As of September 30, 2024, $ 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, 2024, $ 50 million of borrowings were outstanding with the FHLBC.

Our investments in private funds totaled $ 25 million as of September 30, 2024, down from $ 28 million as of December 31, 2023, and had $ 4 million of associated unfunded commitments at September 30, 2024.

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 $ 67 million of investments in unconsolidated investees at June 30, 2024, compared to $ 57 million at December 31, 2023.

At June 30, 2024, our investment in Prime Holdings Insurance Services, Inc.

We had $ 65 million of investments in unconsolidated investees at September 30, 2024, compared to $ 57 million at December 31, 2023.

At September 30, 2024, our investment in Prime Holdings Insurance Services, Inc.

(Prime) was $ 65 million and other investments in unconsolidated investees totaled less than $ 1 million.

We received dividends of $ 3 million from Prime in 2024, while no dividends were received from Prime in 2023.

Cash and Short-Term Investments

2 unchanged sentences

Short-term investments are carried at cost.

We had a cash and short-term investment balance of $ 50 million and $ 126 million, respectively, at June 30, 2024, compared to $ 36 million and $ 135 million, respectively, at December 31, 2023.

We had a cash and short-term investment balance of $ 61 million and $ 203 million, respectively, at September 30, 2024, compared to $ 36 million and $ 135 million, respectively, at December 31, 2023.

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 2024 and 2023:

For the Six Months

Ended June 30,

The following table is a reconciliation of our unpaid losses and settlement expenses (LAE) for the first nine months of 2024 and 2023:

For the Nine Months

Ended September 30,

(in thousands)

7 unchanged sentences

Prior accident years

Net unpaid losses and LAE at June 30,

Unpaid losses and LAE at June 30,

For the first six months of 2024, incurred losses and LAE included $ 65 million of favorable development on prior years’ loss reserves, largely from accident years 2016, 2017, 2019, 2020, 2022 and 2023.

Marine, surety, general liability, commercial property, executive products, personal umbrella, professional services and commercial excess were drivers of the favorable development.

Net unpaid losses and LAE at September 30,

Unpaid losses and LAE at September 30,

For the first nine months of 2024, incurred losses and LAE included $ 85 million of favorable development on prior years’ loss reserves, largely from accident years 2016, 2017, 2019, 2020, 2022 and 2023.

Marine, surety, commercial property, commercial excess, general liability, professional services, executive products and personal umbrella were drivers of the favorable development.

No products experienced significant adverse development.

For the first six months of 2023, incurred losses and LAE included $ 72 million of favorable development on prior years’ loss reserves, largely from accident years 2018 through 2022.

Commercial excess, professional services, surety, general liability, personal umbrella, marine and commercial property were drivers of the favorable development.

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.

Our effective tax rate for the three and six months ended June 30, 2024 was 20.6 percent and 20.3 percent, respectively, compared to 19.1 percent and 19.4 percent, respectively, for the same periods in 2023.

Our effective tax rate for the three and nine months ended September 30, 2024 was 18.7 percent and 19.8 percent, respectively, compared to 9.9 percent and 18.7 percent, respectively, for the same periods in 2023.

Effective rates are dependent upon components of pretax earnings and the related tax effects.

The effective tax rate was higher for the three and six-month periods in 2024 due to lower levels of tax-favored adjustments and higher levels of pretax income, which decreased the percentage impact of tax-favored adjustments.

Income tax expense attributable to income from operations for the three and six-month periods ended June 30, 2024 and 2023 differed from the amounts computed by applying the U.S.

The effective tax rate was higher for the three and nine-month periods in 2024 due to higher levels of pretax income, which decreased the percentage impact of tax-favored adjustments.

Income tax expense attributable to income from operations for the three and nine-month periods ended September 30, 2024 and 2023 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 table below.

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 Months Ended June 30,

For the Six Months Ended June 30, 2024

For the Three Months Ended September 30,

For the Nine Months Ended September 30, 2024

(in thousands)

25 unchanged sentences

Compensation expense is based on the probable number of awards expected to vest.

The total compensation expense related to equity awards was $ 2.2 million and $ 4.0 million in the three and six-month periods ended June 30, 2024, respectively, compared to $ 2.2 million and $ 4.7 million, respectively, for the same periods in 2023.

The total income tax benefit was $ 0.3 million and $ 0.6 million for the three and six-month periods ended June 30, 2024, compared to $ 0.3 million and $ 0.8 million, respectively, for the same periods in 2023.

The total compensation expense related to equity awards was $ 2 million and $ 6 million in the three and nine-month periods ended September 30, 2024, respectively, compared to $ 2 million and $ 7 million, respectively, for the same periods in 2023.

The total income tax benefit was less than $ 1 million and $ 1 million for the three and nine-month periods ended September 30, 2024 and 2023.

Total unrecognized compensation expense relating to outstanding and unvested awards was $ 8 million, which will be recognized over the weighted average vesting period of 2.64 years.

6 unchanged sentences

Shares issued upon option exercise are newly issued shares.

The following tables summarize option activity for the six-month period ended June 30, 2024:

The following tables summarize option activity for the nine-month period ended September 30, 2024:

Exercise Price

4 unchanged sentences

Options canceled/forfeited

Outstanding options at June 30, 2024

Exercisable options at June 30, 2024

The intrinsic value of options exercised, which is the difference between the fair value and the exercise price, was $ 9 million and $ 16 million during the first six months of 2024 and 2023, 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 June 30:

Outstanding options at September 30, 2024

Exercisable options at September 30, 2024

The intrinsic value of options exercised, which is the difference between the fair value and the exercise price, was $ 19 million and $ 17 million during the first nine months of 2024 and 2023, 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:

Weighted-average fair value of grants

13 unchanged sentences

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 $ 2 million and $ 1 million during the first six months of 2024 and 2023, respectively.

The total fair value of restricted stock units that vested was $ 2 million and $ 3 million during the first nine months of 2024 and 2023, respectively.

Nonvested at January 1, 2024

Nonvested at June 30, 2024

Nonvested at September 30, 2024

OPERATING SEGMENT INFORMATION

2 unchanged sentences

For the Three Months

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

(in thousands)

1 unchanged sentence

Net investment income

Net realized gains (losses)

Net unrealized gains on equity securities

Net realized gains

Net unrealized gains (losses) on equity securities

Total consolidated revenue

2 unchanged sentences

Net investment income

Net realized gains (losses)

Net unrealized gains on equity securities

Net realized gains

Net unrealized gains (losses) on equity securities

General corporate expense and interest on debt

4 unchanged sentences

For the Three Months

For the Six Months

For the Nine Months

Net Premiums Earned

Ended June 30,

Ended September 30,

(in thousands)

19 unchanged sentences

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 six-month periods ended June 30, 2024 and 2023 were as follows:

The components of lease expense and other lease information as of and during the three and nine-month periods ended September 30, 2024 and 2023 were as follows:

For the Three Months

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

(in thousands)

8 unchanged sentences

(in thousands)

June 30, 2024

September 30, 2024

December 31, 2023

3 unchanged sentences

Weighted-average discount rate - operating leases

Future minimum lease payments under non-cancellable leases as of June 30, 2024 were as follows:

Future minimum lease payments under non-cancellable leases as of September 30, 2024 were as follows:

(in thousands)

June 30, 2024

September 30, 2024

Total future minimum lease payments

6 unchanged sentences

During the first quarter of 2023, the payout of the working capital escrow resulted in the recognition of a $ 14 million gain that was recorded in the net realized gain line item of the statement of earnings.

Subsequent Events

In early October 2024, Hurricane Milton made landfall in Florida as a Category 3 storm.

We currently estimate that losses for Hurricane Milton, net of any reinsurance benefits, will be between $ 45 million and $ 55 million.

Our estimates are subject to change and losses from the event will be reflected in our fourth quarter 2024 results.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements