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PART I
Item 1. Financial Statements
THE NATIONAL SECURITY GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | | | | |
($ in thousands) | | March 31, 2022 | | December 31, 2021 |
| | | | |
ASSETS | | (UNAUDITED) | | |
Investments | | | | |
Fixed maturities held-to-maturity, at amortized cost (estimated fair value: 2022 - $590; 2021 - $650) | | $ | 581 | | | $ | 608 | |
Fixed maturities available-for-sale, at estimated fair value (cost: 2022 - $92,236; 2021 - $92,186) | | 89,383 | | | 94,743 | |
Equity securities, at estimated fair value (cost: 2022 - $1,609; 2021 - $1,609) | | 4,083 | | | 3,977 | |
Trading securities | | 179 | | | 191 | |
Receivable for securities sold | | — | | | 1,032 | |
Mortgage loans on real estate, at cost | | 141 | | | 142 | |
Investment real estate, at book value | | 2,671 | | | 2,671 | |
Policy loans | | 1,769 | | | 1,767 | |
Company owned life insurance | | 4,700 | | | 5,069 | |
Other invested assets | | 1,472 | | | 1,619 | |
Total Investments | | 104,979 | | | 111,819 | |
Cash and cash equivalents | | 12,941 | | | 10,034 | |
Accrued investment income | | 775 | | | 698 | |
Policy receivables and agents' balances, net | | 14,903 | | | 14,379 | |
Reinsurance recoverable | | 2,613 | | | 2,489 | |
Deferred policy acquisition costs | | 7,227 | | | 7,332 | |
Property and equipment, net | | 1,525 | | | 1,536 | |
Income tax recoverable | | 218 | | | 280 | |
Deferred income tax asset, net | | 3,250 | | | 2,403 | |
Other assets | | 908 | | | 713 | |
Total Assets | | $ | 149,339 | | | $ | 151,683 | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | | |
Property and casualty benefit and loss reserves | | $ | 9,217 | | | $ | 8,930 | |
Accident and health benefit and loss reserves | | 4,309 | | | 4,349 | |
Life and annuity benefit and loss reserves | | 35,055 | | | 34,966 | |
Unearned premiums | | 35,102 | | | 34,107 | |
Policy and contract claims | | 1,189 | | | 1,210 | |
Other policyholder funds | | 1,313 | | | 1,302 | |
Short-term notes payable and current portion of long-term debt | | 500 | | | 500 | |
| | | | |
Long-term debt | | 12,693 | | | 12,690 | |
| | | | |
| | | | |
Other liabilities | | 9,622 | | | 9,827 | |
Total Liabilities | | 109,000 | | | 107,881 | |
Contingencies | | | | |
Shareholders' equity | | | | |
Common stock | | 2,535 | | | 2,535 | |
Additional paid-in capital | | 5,650 | | | 5,650 | |
Accumulated other comprehensive income (loss) | | (2,253) | | | 2,021 | |
Retained earnings | | 34,450 | | | 33,639 | |
Treasury stock, at cost | | (43) | | | (43) | |
Total Shareholders' Equity | | 40,339 | | | 43,802 | |
Total Liabilities and Shareholders' Equity | | $ | 149,339 | | | $ | 151,683 | |
The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
THE NATIONAL SECURITY GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| | | | | | | | | | | | | | | |
($ in thousands, except per share) | | | Three months ended March 31, |
| | | | | 2022 | | 2021 |
REVENUES | | | | | | | |
Net premiums earned | | | | | $ | 15,515 | | | $ | 15,062 | |
Net investment income | | | | | 868 | | | 804 | |
Investment gains (losses) | | | | | (272) | | | 310 | |
| | | | | | | |
Other income | | | | | 122 | | | 136 | |
Total Revenues | | | | | 16,233 | | | 16,312 | |
BENEFITS, LOSSES AND EXPENSES | | | | | | | |
Policyholder benefits and settlement expenses | | | | | 8,792 | | | 9,303 | |
Amortization of deferred policy acquisition costs | | | | | 990 | | | 971 | |
Commissions | | | | | 2,100 | | | 2,136 | |
General and administrative expenses | | | | | 2,119 | | | 2,304 | |
| | | | | | | |
Taxes, licenses and fees | | | | | 770 | | | 536 | |
Interest expense | | | | | 147 | | | 138 | |
Total Benefits, Losses and Expenses | | | | | 14,918 | | | 15,388 | |
| | | | | | | |
Income Before Income Taxes | | | | | 1,315 | | | 924 | |
| | | | | | | |
INCOME TAX EXPENSE (BENEFIT) | | | | | | | |
Current | | | | | 63 | | | (32) | |
Deferred | | | | | 289 | | | 234 | |
| | | | | 352 | | | 202 | |
| | | | | | | |
Net Income | | | | | $ | 963 | | | $ | 722 | |
| | | | | | | |
INCOME PER COMMON SHARE BASIC AND DILUTED | | | | | $ | 0.38 | | | $ | 0.29 | |
| | | | | | | |
DIVIDENDS DECLARED PER SHARE | | | | | $ | 0.06 | | | $ | 0.06 | |
The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
THE NATIONAL SECURITY GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
| | | | | | | | | | | | | | | |
($ in thousands) | | | Three months ended March 31, |
| | | | | 2022 | | 2021 |
| | | | | | | |
Net income | | | | | $ | 963 | | | $ | 722 | |
| | | | | | | |
Other comprehensive income (loss), net of tax | | | | | | | |
Changes in: | | | | | | | |
Unrealized losses on securities, net of reclassification adjustment of $2 and $— for 2022 and 2021, respectively | | | | | (4,274) | | | (1,635) | |
Unrealized gain on interest rate swap | | | | | — | | | 489 | |
| | | | | | | |
Other comprehensive loss, net of tax | | | | | (4,274) | | | (1,146) | |
| | | | | | | |
Comprehensive loss | | | | | $ | (3,311) | | | $ | (424) | |
The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
THE NATIONAL SECURITY GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Total | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Common Stock | | Additional Paid-in Capital | | Treasury Stock |
Balance at December 31, 2021 | $ | 43,802 | | | $ | 33,639 | | | $ | 2,021 | | | $ | 2,535 | | | $ | 5,650 | | | $ | (43) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Comprehensive loss: | | | | | | | | | | | |
| | | | | | | | | | | |
Net income for March 31, 2022 | 963 | | | 963 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Other comprehensive loss (net of tax) | (4,274) | | | — | | | (4,274) | | | — | | | — | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Cash dividends | (152) | | | (152) | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | |
Balance at March 31, 2022 | $ | 40,339 | | | $ | 34,450 | | | $ | (2,253) | | | $ | 2,535 | | | $ | 5,650 | | | $ | (43) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Total | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Common Stock | | Additional Paid-in Capital | | Treasury Stock |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Balance at December 31, 2020 | $ | 45,366 | | | $ | 33,665 | | | $ | 3,585 | | | $ | 2,533 | | | $ | 5,626 | | | $ | (43) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Comprehensive loss: | | | | | | | | | | | |
| | | | | | | | | | | |
Net income for March 31, 2021 | 722 | | | 722 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Other comprehensive loss (net of tax) | (1,146) | | | — | | | (1,146) | | | — | | | — | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Cash dividends | (152) | | | (152) | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | |
Balance at March 31, 2021 | $ | 44,790 | | | $ | 34,235 | | | $ | 2,439 | | | $ | 2,533 | | | $ | 5,626 | | | $ | (43) | |
The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
THE NATIONAL SECURITY GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| | | | | | | | | | | |
($ in thousands) | Three months ended March 31, |
| 2022 | | 2021 |
Cash Flows from Operating Activities | | | |
Net income | $ | 963 | | | $ | 722 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | |
Depreciation expense and amortization/accretion, net | 100 | | | 51 | |
| | | |
Investment losses (gains) | 272 | | | (310) | |
| | | |
Deferred income taxes | 289 | | | 234 | |
Amortization of deferred policy acquisition costs | 990 | | | 971 | |
Changes in assets and liabilities: | | | |
Change in receivable for securities sold | 1,032 | | | (42) | |
Change in accrued investment income | (77) | | | (105) | |
Change in reinsurance recoverable | (124) | | | 3,857 | |
Policy acquisition costs deferred | (885) | | | (947) | |
Change in accrued income taxes | 63 | | | (32) | |
Change in net policy liabilities and claims | 777 | | | (168) | |
Change in other assets/liabilities, net | (277) | | | 742 | |
| | | |
Other, net | 8 | | | 3 | |
Net cash provided by operating activities | 3,131 | | | 4,976 | |
Cash Flows from Investing Activities | | | |
Purchase of: | | | |
| | | |
Available-for-sale securities | (3,439) | | | (12,645) | |
| | | |
| | | |
Property and equipment | (16) | | | (3) | |
Proceeds from sale or maturities of: | | | |
Held-to-maturity securities | 28 | | | 101 | |
Available-for-sale securities | 3,345 | | | 5,031 | |
| | | |
| | | |
| | | |
| | | |
Other invested assets, net | (1) | | | 36 | |
Net cash used in investing activities | (83) | | | (7,480) | |
Cash Flows from Financing Activities | | | |
Change in other policyholder funds | 11 | | | 11 | |
| | | |
| | | |
| | | |
Dividends paid | (152) | | | (152) | |
Net cash used in financing activities | (141) | | | (141) | |
Net change in cash and cash equivalents | 2,907 | | | (2,645) | |
Cash and cash equivalents, beginning of period | 10,034 | | | 19,887 | |
Cash and cash equivalents, end of period | $ | 12,941 | | | $ | 17,242 | |
The Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
Principles of Consolidation and Basis of Presentation
The accompanying consolidated financial statements include the accounts of The National Security Group, Inc. (the Company) and its wholly-owned subsidiaries: National Security Insurance Company (NSIC), National Security Fire and Casualty Company (NSFC) and NATSCO, Inc. (NATSCO). NSFC includes a wholly-owned subsidiary, Omega One Insurance Company (Omega). The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). In the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the condensed consolidated financial statements have been included. All significant intercompany transactions and accounts have been eliminated in the condensed consolidated financial statements. The financial information presented herein should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which includes information and disclosures not presented herein.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Among the more significant estimates included in these consolidated financial statements are reserves for future life insurance policy benefits, liabilities for losses and loss adjustment expenses, reinsurance recoverable associated with loss and loss adjustment expense liabilities, deferred policy acquisition costs, deferred income tax assets and liabilities, assessments of other-than-temporary impairments on investments and accruals for contingencies. Actual results could differ from the estimates used in preparing these consolidated financial statements.
Earnings Per Share
Earnings per share of common stock is based on the weighted average number of shares outstanding during each year. The adjusted weighted average shares outstanding were 2,532,632 at March 31, 2022 and 2,530,370 at March 31, 2021. The Company did not have any dilutive securities as of March 31, 2022 and 2021.
Concentration of Credit Risk
The Company maintains cash balances which are generally held in non-interest bearing demand deposit accounts subject to FDIC insured limits of $250,000 per entity. At March 31, 2022, the net amount exceeding FDIC insured limits was $7,102,000 at three financial institutions. The Company has not experienced any losses in such accounts. Management of the Company reviews financial information of financial institutions on a quarterly basis and believes the Company is not exposed to any significant credit risk on cash and cash equivalents.
Policy receivables are reported at unpaid balances. Policy receivables are generally offset by associated unearned premium liabilities and are not subject to significant credit risk. Receivables from agents, less provision for credit losses, are composed of balances due from independent agents. At March 31, 2022, the single largest balance due from one agent totaled $2,000.
Reinsurance contracts do not relieve the Company of its obligations to policyholders. A failure of a reinsurer to meet its obligation could result in losses to the insurance subsidiaries. Allowances for losses on reinsurance recoverables are established if amounts are believed to be uncollectible. At March 31, 2022 and December 31, 2021, no amounts were deemed uncollectible. The Company, at least annually, evaluates the financial condition of all reinsurers and evaluates any potential concentrations of credit risk. At March 31, 2022, management does not believe the Company is exposed to any significant credit risk related to its reinsurance program.
Accounting Changes Not Yet Adopted
Reference Rate Reform
In March 2020, the Financial Accounting Standards Board (FASB) issued guidance that provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
(LIBOR) and other interbank offered rates to alternative reference rates. The Company has exposure to LIBOR based financial instruments through its subordinated debentures. The contracts with respect to these borrowings contain alternative reference rates that would automatically take effect upon the phasing out of LIBOR and would not materially change the liability exposure. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is evaluating the optional expedients and exceptions in the guidance but does not expect the adoption of this guidance to have a material impact on its financial position or results of operations.
Targeted Improvements to the Accounting for Long-Duration Contracts
In August 2018, the FASB issued guidance to improve the existing recognition, measurement, presentation and disclosure requirements for long-duration contracts issued by an insurance entity. The guidance improves timeliness of recognizing changes in the liability for future policy benefits and modifies the rate used to discount future cash flows. The guidance will simplify and improve accounting for certain market-based options or guarantees associated with deposit type contracts and simplify the amortization of deferred policy acquisition costs. The guidance also introduces certain financial statement presentation requirements, as well as significant additional quantitative and qualitative disclosures. The guidance is effective for fiscal years beginning after December 15, 2024 and interim periods within those fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. Due to the nature and extent of the changes required to the Company’s life insurance operations, the adoption of this standard is expected to have a material impact on the consolidated financial statements.
Financial Instruments - Credit Losses
In June 2016, the FASB issued guidance that replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The FASB released additional guidance in November 2018 that provides scope clarification. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those years. The Company does not expect the adoption to have a material impact on its financial position or results of operations.
Recently Adopted Accounting Standards
None
NOTE 2 – VARIABLE INTEREST ENTITIES
The Company holds passive interests in limited partnerships that are considered to be Variable Interest Entities (VIE) under the provisions of ASC 810 Consolidation. The Company is not the primary beneficiary of the entities and is not required to consolidate under ASC 810. The entities are private placement investment funds formed for the purpose of investing in private equity investments. The Company owns less than 1% of the limited partnerships. The carrying value of the investments totals $544,000 at March 31, 2022 ($555,000 at December 31, 2021) and is included as a component of Other Invested Assets in the accompanying condensed consolidated balance sheets.
In December 2005, the Company formed National Security Capital Trust I, a statutory trust created under the Delaware Statutory Trust Act, for the sole purpose of issuing, in private placement transactions, $9,000,000 of trust preferred securities (TPS) and using the proceeds thereof, together with the equity proceeds received from the Company in the initial formation of the Trust, to purchase $9,279,000 of variable rate subordinated debentures issued by the Company. The Company owns all voting securities of the Trust and the subordinated debentures are the sole assets of the Trust. The Trust will meet the obligations of the TPS with the interest and principal paid on the subordinated debentures. The Company received net proceeds from the TPS transactions, after commissions and other costs of issuance, of $9,005,000. The Company also holds all the voting securities issued by the Trust and such trusts are considered to be VIE's. The Trust is not consolidated because the Company is not the primary beneficiary of the trust. The Subordinated Debentures, disclosed in Note 7, are reported in the accompanying condensed consolidated balance sheets as a component of long-term debt. The Company's equity investments in the Trust total $279,000 and are included in Other Assets in the accompanying condensed consolidated balance sheets.
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
In June 2007, the Company formed National Security Capital Trust II for the sole purpose of issuing, in private placement transactions, $3,000,000 of trust preferred securities and using the proceeds thereof, together with the equity proceeds received from the Company in the initial formation of the Trust, to purchase $3,093,000 of unsecured junior subordinated deferrable interest debentures. The Company owns all voting securities of the Trust and the subordinated debentures are the sole assets of the Trust. The Trust will meet the obligations of the TPS with the interest and principal paid on the subordinated debentures. The Company received net proceeds from the TPS transactions, after commissions and other costs of issuance, of $2,995,000. The Company also holds all the voting securities issued by the Trust and such trusts are considered to be VIE's. The Trust is not consolidated because the Company is not the primary beneficiary of the Trust. The Subordinated Debentures, disclosed in Note 7, are reported in the accompanying condensed consolidated balance sheets as a component of long-term debt. The Company's equity investments in the Trust total $93,000 and are included in Other Assets in the accompanying condensed consolidated balance sheets.
NOTE 3 – INVESTMENTS
Our investment in available-for-sale securities, which are reported at fair value, includes fixed maturity securities and equity securities. Net unrealized gains or losses on fixed maturities are reported after-tax as a component of other comprehensive income (loss). Changes in fair value of equity securities are reported in investment gains/losses as a component of net income.
The amortized cost and aggregate fair values of investments in available-for-sale securities as of March 31, 2022 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands)
Available-for-sale securities: | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
U.S. Government corporations and agencies | | $ | 5,172 | | | $ | 46 | | | $ | 196 | | | $ | 5,022 | |
| | | | | | | | |
| | | | | | | | |
Agency mortgage backed securities | | 19,469 | | | 63 | | | 990 | | | 18,542 | |
Asset backed securities | | 4,567 | | | 6 | | | 142 | | | 4,431 | |
Private label mortgage backed securities | | 3,743 | | | 4 | | | 199 | | | 3,548 | |
Corporate bonds | | 49,655 | | | 814 | | | 1,479 | | | 48,990 | |
| | | | | | | | |
States, municipalities and political subdivisions | | 9,630 | | | 15 | | | 795 | | | 8,850 | |
| | | | | | | | |
Total Fixed Maturities | | 92,236 | | | 948 | | | 3,801 | | | 89,383 | |
Equity securities | | 1,609 | | | 2,474 | | | — | | | 4,083 | |
Total | | $ | 93,845 | | | $ | 3,422 | | | $ | 3,801 | | | $ | 93,466 | |
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
The amortized cost and aggregate fair values of investments in held-to-maturity securities as of March 31, 2022 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands)
Held-to-maturity securities: | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
| | | | | | | | |
Agency mortgage backed securities | | $ | 581 | | | $ | 12 | | | $ | 3 | | | $ | 590 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Total | | $ | 581 | | | $ | 12 | | | $ | 3 | | | $ | 590 | |
The amortized cost and aggregate fair values of investments in available-for-sale securities as of December 31, 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands)
Available-for-sale securities: | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
U.S. Government corporations and agencies | | $ | 5,171 | | | $ | 173 | | | $ | 19 | | | $ | 5,325 | |
Agency mortgage backed securities | | 18,407 | | | 333 | | | 217 | | | 18,523 | |
Asset backed securities | | 4,710 | | | 63 | | | 17 | | | 4,756 | |
Private label mortgage backed securities | | 2,878 | | | 17 | | | 38 | | | 2,857 | |
Corporate bonds | | 51,391 | | | 2,635 | | | 418 | | | 53,608 | |
States, municipalities and political subdivisions | | 9,629 | | | 131 | | | 86 | | | 9,674 | |
| | | | | | | | |
Total Fixed Maturities | | 92,186 | | | 3,352 | | | 795 | | | 94,743 | |
Equity securities | | 1,609 | | | 2,368 | | | — | | | 3,977 | |
Total | | $ | 93,795 | | | $ | 5,720 | | | $ | 795 | | | $ | 98,720 | |
The amortized cost and aggregate fair values of investments in held-to-maturity securities as of December 31, 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands)
Held-to-maturity securities: | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
Agency mortgage backed securities | | $ | 608 | | | $ | 42 | | | $ | — | | | $ | 650 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Total | | $ | 608 | | | $ | 42 | | | $ | — | | | $ | 650 | |
The amortized cost and aggregate fair value of debt securities at March 31, 2022, by contractual maturity, are presented in the following table. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
| | | | | | | | | | | | | | |
| | | | |
($ in thousands) | | Amortized Cost | | Fair Value |
Available-for-sale securities: | | | | |
Due in one year or less | | $ | 3,103 | | | $ | 3,122 | |
Due after one year through five years | | 20,896 | | | 21,060 | |
Due after five years through ten years | | 21,688 | | | 21,402 | |
Due after ten years | | 46,549 | | | 43,799 | |
Total | | $ | 92,236 | | | $ | 89,383 | |
| | | | |
Held-to-maturity securities: | | | | |
| | | | |
Due after one year through five years | | $ | 6 | | | $ | 6 | |
Due after five years through ten years | | 3 | | | 3 | |
Due after ten years | | 572 | | | 581 | |
Total | | $ | 581 | | | $ | 590 | |
A summary of securities available-for-sale with unrealized losses as of March 31, 2022, along with the related fair value, aggregated by the length of time that investments have been in a continuous unrealized loss position, is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Less than 12 months | | 12 months or longer | | Total |
March 31, 2022 | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Total Securities in a Loss Position |
U.S. Government corporations and agencies | $ | 3,263 | | | $ | 196 | | | $ | — | | | $ | — | | | $ | 3,263 | | | $ | 196 | | | 3 |
Agency mortgage backed securities | 15,030 | | | 856 | | | 1,076 | | | 134 | | | 16,106 | | | 990 | | | 45 |
Asset backed securities | 4,073 | | | 142 | | | — | | | — | | | 4,073 | | | 142 | | | 8 |
Private label mortgage backed securities | 3,505 | | | 199 | | | — | | | — | | | 3,505 | | | 199 | | | 5 |
Corporate bonds | 20,900 | | | 1,227 | | | 1,403 | | | 252 | | | 22,303 | | | 1,479 | | | 35 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
States, municipalities and political subdivisions | 5,517 | | | 705 | | | 716 | | | 90 | | | 6,233 | | | 795 | | | 11 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| $ | 52,288 | | | $ | 3,325 | | | $ | 3,195 | | | $ | 476 | | | $ | 55,483 | | | $ | 3,801 | | | 107 |
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
A summary of held-to-maturity securities with unrealized losses as of March 31, 2022, along with the related fair value, aggregated by the length of time that investments have been in a continuous unrealized loss position, is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Less than 12 months | | 12 months or longer | | Total |
March 31, 2022 | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Total Securities in a Loss Position |
Agency mortgage backed securities | $ | 209 | | | $ | 3 | | | $ | — | | | $ | — | | | $ | 209 | | | $ | 3 | | | 1 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| $ | 209 | | | $ | 3 | | | $ | — | | | $ | — | | | $ | 209 | | | $ | 3 | | | 1 |
A summary of securities available-for-sale with unrealized losses as of December 31, 2021, along with the related fair value, aggregated by the length of time that investments have been in a continuous unrealized loss position, is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | Less than 12 months | | 12 months or longer | | Total |
December 31, 2021 | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Total Securities in a Loss Position |
U.S. Government corporations and agencies | $ | 1,814 | | | $ | 19 | | | $ | — | | | $ | — | | | $ | 1,814 | | | $ | 19 | | | 2 |
Agency mortgage backed securities | 10,129 | | | 217 | | | — | | | — | | | 10,129 | | | 217 | | | 19 |
Asset backed securities | 1,501 | | | 17 | | | — | | | — | | | 1,501 | | | 17 | | | 3 |
Private label mortgage backed securities | 1,963 | | | 38 | | | — | | | — | | | 1,963 | | | 38 | | | 2 |
Corporate bonds | 11,121 | | | 418 | | | — | | | — | | | 11,121 | | | 418 | | | 18 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
States, municipalities and political subdivisions | 3,629 | | | 77 | | | 798 | | | 9 | | | 4,427 | | | 86 | | | 7 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| $ | 30,157 | | | $ | 786 | | | $ | 798 | | | $ | 9 | | | $ | 30,955 | | | $ | 795 | | | 51 |
There were no securities held-to-maturity with unrealized losses as of December 31, 2021.
The Company conducts periodic reviews to identify and evaluate securities in an unrealized loss position in order to identify other-than-temporary impairments. For securities in an unrealized loss position, the Company assesses whether the Company has the intent to sell the security or more-likely-than-not will be required to sell the security before the anticipated recovery. If either of these conditions is met, the Company is required to recognize an other-than-temporary impairment with the entire unrealized loss reported in earnings. For securities in an unrealized loss position that do not meet these conditions, the Company assesses whether the impairment of a security is other-than-temporary. If the impairment is determined to be other-than-temporary, the Company is required to separate the other-than-temporary impairments into two components: the amount representing the credit loss and the amount related to all other factors. The credit loss is the portion of the amortized book value in excess of the net present value of the projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. The credit loss component of other-than-temporary impairments is reported in earnings, whereas the amount relating to factors other than credit losses are recorded in other comprehensive income (loss), net of taxes.
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
Management has evaluated each security in a significant unrealized loss position in the fixed maturity investment portfolio. The Company has no material exposure to sub-prime mortgage loans and approximately 4% of the fixed income investment portfolio is rated below investment grade. Based on a review of the available financial information, the prospect for future earnings of each company and consideration of the Company’s intent and ability to hold the securities until market values recovered, it was determined that the securities in an accumulated loss position in the portfolio were temporary impairments.
For the three months ended March 31, 2022, the Company realized no other-than-temporary impairments. For the year ended December 31, 2021, the Company realized no other-than-temporary impairments. At March 31, 2022, the three largest losses not realized as an impairment in the fixed maturity portfolio totaled $158,000, $147,000 and $138,000. After evaluation by management, it was determined that each of these losses were driven by changes in market interest rates. Management currently has the intent and ability to hold these investments until recovery so no other-than-temporary impairments were recognized. At December 31, 2021, the three largest losses not realized as an impairment in the fixed maturity portfolio totaled $105,000, $44,000 and $39,000.
Major categories of investment income are summarized as follows:
| | | | | | | | | | | | | | | |
($ in thousands) | | | Three months ended March 31, |
| | | | | 2022 | | 2021 |
Fixed maturities | | | | | $ | 814 | | | $ | 757 | |
Equity securities | | | | | 42 | | | 49 | |
Mortgage loans on real estate | | | | | 2 | | | 2 | |
| | | | | | | |
Policy loans | | | | | 33 | | | 34 | |
| | | | | | | |
Other | | | | | 16 | | | 2 | |
| | | | | 907 | | | 844 | |
Less: Investment expenses | | | | | 39 | | | 40 | |
Net investment income | | | | | $ | 868 | | | $ | 804 | |
Major categories of investment gains (losses) are summarized as follows:
| | | | | | | | | | | | | | | |
($ in thousands) | | | Three months ended March 31, |
| | | | | 2022 | | 2021 |
Realized gains on fixed maturities | | | | | $ | 3 | | | $ | — | |
Realized gains on equity securities | | | | | — | | | 357 | |
Gains (losses) on trading securities | | | | | (12) | | | 7 | |
Change in fair value of equity securities | | | | | 106 | | | 3 | |
Change in surrender value of company owned life insurance | | | | | (369) | | | (57) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net investment gains (losses) | | | | | $ | (272) | | | $ | 310 | |
Table of Contents
THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
An analysis of the net change in unrealized gains (losses) on available-for-sale securities follows:
| | | | | | | | | | | |
($ in thousands) | March 31, 2022 | | March 31, 2021 |
Fixed maturities | $ | (5,410) | | | $ | (2,069) | |
Deferred income tax | 1,136 | | | 434 | |
Change in net unrealized gains (losses) on available-for-sale securities | $ | (4,274) | | | $ | (1,635) | |
NOTE 4 – FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Our available-for-sale securities consists of fixed maturity and equity securities which are recorded at fair value in the accompanying consolidated balance sheets.
We are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option.
Accounting standards define fair value as the price that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date, and establishes a framework to make the measurement of fair value more consistent and comparable. In determining fair value, we primarily use prices and other relevant information generated by market transactions involving identical or comparable assets. The Company categorizes assets and liabilities carried at their fair value based upon a fair value hierarchy:
Level 1 - Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 1 assets and liabilities consist of money market fund deposits and certain of our marketable debt and equity instruments, including equity instruments offsetting deferred compensation, that are traded in an active market with sufficient volume and frequency of transactions.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets include certain of our marketable debt and equity instruments with quoted market prices that are traded in less active markets or priced using a quoted market price for similar instruments. Level 2 assets also include marketable equity instruments with security-specific restrictions that would transfer to the buyer, marketable debt instruments priced using indicator prices which represent non-binding market consensus prices that can be corroborated by observable market quotes, as well as derivative contracts and debt instruments priced using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. Marketable debt instruments in this category generally include commercial paper, bank time deposits, repurchase agreements for fixed-income instruments, and a majority of floating-rate notes, corporate bonds, and municipal bonds.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. Level 3 assets and liabilities include marketable debt instruments, non-marketable equity investments, derivative contracts, and company issued debt with values determined using inputs that are both unobservable and significant to the values of the instruments being measured. Level 3 assets also include marketable debt instruments that are priced using indicator prices that we were unable to corroborate with observable market quotes. Marketable debt instruments in this category generally include asset-backed securities and certain floating-rate notes, corporate bonds, and municipal bonds.
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
Assets/Liabilities Measured at Fair Value on a Recurring Basis
Financial assets measured at fair value on a recurring basis as of March 31, 2022 are summarized in the following table by the type of inputs applicable to the fair value measurements:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | Fair Value Measurements at Reporting Date Using |
Description | | Total | | Level 1 | | Level 2 | | Level 3 |
Financial Assets | | | | | | | | |
Fixed maturities available-for-sale | | | | | | | | |
U.S. Government corporations and agencies | | $ | 5,022 | | | $ | 5,022 | | | $ | — | | | $ | — | |
| | | | | | | | |
| | | | | | | | |
Agency mortgage backed securities | | 18,542 | | | 12,934 | | | 5,608 | | | — | |
Asset backed securities | | 4,431 | | | 2,443 | | | 1,988 | | | — | |
| | | | | | | | |
Corporate bonds | | 48,990 | | | — | | | 48,990 | | | — | |
| | | | | | | | |
| | | | | | | | |
Private label asset backed securities | | 3,548 | | | — | | | 3,548 | | | — | |
States, municipalities and political subdivisions | | 8,850 | | | — | | | 8,850 | | | — | |
| | | | | | | | |
| | | | | | | | |
Trading securities | | 179 | | | 179 | | | — | | | — | |
Equity securities | | 4,083 | | | 2,702 | | | — | | | 1,381 | |
Total Financial Assets | | $ | 93,645 | | | $ | 23,280 | | | $ | 68,984 | | | $ | 1,381 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
The methods and assumptions the Company uses to estimate the fair value of assets and liabilities measured at fair value on a recurring basis are summarized below.
Fixed maturities available-for-sale — The fair values of the Company’s public fixed maturity securities are generally based on prices obtained from independent pricing services. Consistent with the fair value hierarchy described above, securities with quoted market prices in active markets for identical assets are reflected within Level 1 while securities with validated quotes from pricing services are generally reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs.
Trading securities — Trading securities consist primarily of mutual funds whose fair values are determined consistent with similar instruments described above under “Fixed Maturities” and below under “Equity Securities.”
Equity securities — Equity securities consist principally of investments in common and preferred stock of publicly traded companies and privately traded securities. The fair values of our publicly traded equity securities are based on quoted market prices in active markets for identical assets and are classified within Level 1 in the fair value hierarchy.
Estimated fair values for our privately traded equity securities require a substantial level of judgment. Privately traded equity securities are classified within Level 3.
As of March 31, 2022, Level 3 fair value measurements of assets include $1,381,000 of equity securities in a local community bank whose value is based on an evaluation of the financial statements of the entity. The Company does not develop the unobservable inputs used in measuring fair value.
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
The table below presents a reconciliation for all assets and for all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2022:
| | | | | | | | | | | | | | |
($ in thousands)
For the three months ended March 31, 2022 | | Equity Securities | | Interest Rate Swap |
Beginning balance | | $ | 1,614 | | | $ | — | |
Total gains or losses (realized and unrealized): | | | | |
Included in earnings | | (233) | | | — | |
Included in other comprehensive income | | — | | | — | |
Purchases: | | — | | | — | |
Sales: | | — | | | — | |
Issuances: | | — | | | — | |
Settlements: | | — | | | — | |
Transfers in/(out) of Level 3 | | — | | | — | |
Ending balance | | $ | 1,381 | | | $ | — | |
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held as of March 31, 2022: | | $ | (233) | | | $ | — | |
For the three months ended March 31, 2022, there were no assets or liabilities measured at fair values on a nonrecurring basis.
Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 are summarized in the following table by the type of inputs applicable to the fair value measurements:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | Fair Value Measurements at Reporting Date Using |
Description | | Total | | Level 1 | | Level 2 | | Level 3 |
Financial Assets | | | | | | | | |
Fixed maturities available-for-sale | | | | | | | | |
U.S. Government corporations and agencies | | $ | 5,325 | | | $ | 5,325 | | | $ | — | | | $ | — | |
| | | | | | | | |
| | | | | | | | |
Agency mortgage backed securities | | 18,523 | | | 11,916 | | | 6,607 | | | — | |
Asset backed securities | | 4,756 | | | 2,730 | | | 2,026 | | | — | |
| | | | | | | | |
Corporate bonds | | 53,608 | | | — | | | 53,608 | | | — | |
| | | | | | | | |
| | | | | | | | |
Private label asset backed securities | | 2,857 | | | — | | | 2,857 | | | — | |
States, municipalities and political subdivisions | | 9,674 | | | — | | | 9,674 | | | — | |
| | | | | | | | |
Trading securities | | 191 | | | 191 | | | — | | | — | |
Equity securities available-for-sale | | 3,977 | | | 2,363 | | | — | | | 1,614 | |
Total Financial Assets | | $ | 98,911 | | | $ | 22,525 | | | $ | 74,772 | | | $ | 1,614 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Table of Contents
THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
The table below presents a reconciliation for all assets and for all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2021:
| | | | | | | | | | | | | | |
($ in thousands)
For the year ended December 31, 2021 | | Equity Securities Available-for-Sale | | Interest Rate Swap |
Beginning balance | | $ | 1,502 | | | $ | (619) | |
Total gains or losses (realized and unrealized): | | | | |
Included in earnings | | 112 | | | — | |
Included in other comprehensive income | | — | | | 619 | |
Purchases: | | — | | | — | |
Sales: | | — | | | — | |
Issuances: | | — | | | — | |
Settlements: | | — | | | — | |
Transfers in/(out) of Level 3 | | — | | | — | |
Ending balance | | $ | 1,614 | | | $ | — | |
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held as of December 31, 2021: | | $ | 112 | | | $ | — | |
For the year ended December 31, 2021, there were no assets or liabilities measured at fair value on a nonrecurring basis.
The following methods and assumptions were used to estimate fair value of each class of financial instrument for which it is practical to estimate that value:
Cash and cash equivalents — the carrying amount is a reasonable estimate of fair value.
Fixed maturities held-to-maturity — the carrying amount is amortized cost; the fair values of the Company’s public fixed maturity securities that are classified as held-to-maturity are generally based on prices obtained from independent pricing services.
Mortgage loans — the carrying amount is a reasonable estimate of fair value due to the restrictive nature and limited marketability of the mortgage notes.
Policy loans — the carrying amount is a reasonable estimate of fair value.
Company owned life insurance — the carrying amount is a reasonable estimate of fair value.
Other invested assets — the carrying amount is a reasonable estimate of fair value.
Other policyholder funds — the carrying amount is a reasonable estimate of fair value.
Debt — the carrying amount is a reasonable estimate of fair value.
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
The carrying amount and estimated fair value of the Company’s financial instruments as of March 31, 2022 and December 31, 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | March 31, 2022 | | December 31, 2021 |
Assets and related instruments | | Carrying Value | | Estimated Fair Value | | Carrying Value | | Estimated Fair Value |
Held-to-maturity securities | | $ | 581 | | | $ | 590 | | | $ | 608 | | | $ | 650 | |
Mortgage loans | | 141 | | | 141 | | | 142 | | | 142 | |
Policy loans | | 1,769 | | | 1,769 | | | 1,767 | | | 1,767 | |
Company owned life insurance | | 4,700 | | | 4,700 | | | 5,069 | | | 5,069 | |
Other invested assets | | 1,472 | | | 1,472 | | | 1,619 | | | 1,619 | |
Liabilities and related instruments | | | | | | | | |
Other policyholder funds | | 1,313 | | | 1,313 | | | 1,302 | | | 1,302 | |
Short-term notes payable and current portion of long-term debt | | 500 | | | 500 | | | 500 | | | 500 | |
Long-term debt | | 12,693 | | | 12,693 | | | 12,690 | | | 12,690 | |
NOTE 5 – PROPERTY AND EQUIPMENT
Major categories of property and equipment are summarized as follows:
| | | | | | | | | | | |
($ in thousands) | March 31, 2022 | | December 31, 2021 |
Building and improvements | $ | 3,504 | | | $ | 3,504 | |
Electronic data processing equipment | 1,527 | | | 1,511 | |
Furniture and fixtures | 475 | | | 475 | |
| 5,506 | | | 5,490 | |
Less accumulated depreciation | 3,981 | | | 3,954 | |
Property and equipment, net | $ | 1,525 | | | $ | 1,536 | |
Depreciation expense for the three months ended March 31, 2022 was $27,000 ($96,000 for the year ended December 31, 2021).
NOTE 6 – INCOME TAXES
The Company recognizes tax-related interest and penalties as a component of tax expense. The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is not subject to examinations by authorities related to its U.S. federal or state income tax filings for years prior to 2015. Tax returns have been filed through the year 2020.
Net deferred tax liabilities are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of the enacted tax laws. Management believes that, based on its historical pattern of taxable income, the Company will produce sufficient income in the future to realize its deferred tax assets. The Company recognized net deferred tax asset positions of $3,250,000 at March 31, 2022 and $2,403,000 at December 31, 2021.
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
The tax effect of significant differences representing deferred tax assets and liabilities are as follows:
| | | | | | | | | | | | | | |
| | | | |
($ in thousands) | | As of March 31, 2022 | | As of December 31, 2021 |
General expenses | | $ | 1,513 | | | $ | 1,548 | |
Unearned premiums | | 1,476 | | | 1,436 | |
Claims liabilities | | 755 | | | 751 | |
| | | | |
| | | | |
NOL carryforward | | 1,138 | | | 1,459 | |
Impairment on real estate owned | | 147 | | | 147 | |
Unrealized losses on trading securities | | 3 | | | — | |
Unrealized losses on securities available-for-sale | | 599 | | | — | |
| | | | |
Deferred tax assets | | 5,631 | | | 5,341 | |
| | | | |
| | | | |
Depreciation | | (96) | | | (99) | |
Deferred policy acquisition costs | | (1,518) | | | (1,540) | |
Pre-1984 policyholder surplus account | | (248) | | | (265) | |
Unrealized gains on securities available-for-sale | | — | | | (537) | |
Unrealized gains on equity securities | | (519) | | | (497) | |
Deferred tax liabilities | | (2,381) | | | (2,938) | |
| | | | |
Net deferred tax asset | | $ | 3,250 | | | $ | 2,403 | |
The appropriate income tax effects of changes in temporary differences are as follows:
| | | | | | | | | | | | | | |
($ in thousands) | | Three months ended March 31, |
| | 2022 | | 2021 |
Deferred policy acquisition costs | | $ | (22) | | | $ | (4) | |
| | | | |
| | | | |
Trading securities | | (3) | | | (2) | |
Unearned premiums | | (40) | | | (82) | |
General expenses | | 35 | | | (8) | |
Depreciation | | (3) | | | (2) | |
Claims liabilities | | (4) | | | 13 | |
| | | | |
| | | | |
Impact of repeal of special provision on pre-1984 policyholder surplus | | (17) | | | (17) | |
NOL carryforward | | 321 | | | 336 | |
Unrealized gains (losses) on equity securities | | 22 | | | — | |
| | | | |
Deferred income tax expense | | $ | 289 | | | $ | 234 | |
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
Total income tax expense (benefit) varies from amounts computed by applying current federal income tax rates to income or loss before income taxes. The reasons for these differences and the approximate tax effects are as follows:
| | | | | | | | | | | | | | |
| | Three months ended March 31, |
| | 2022 | | 2021 |
Federal income tax rate applied to pre-tax income (loss) | | 21.0 | % | | 21.0 | % |
Dividends received deduction and tax-exempt interest | | (0.2) | % | | (0.3) | % |
Company owned life insurance | | 5.9 | % | | 1.3 | % |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Other, net | | 0.1 | % | | (0.1) | % |
Effective federal income tax rate | | 26.8 | % | | 21.9 | % |
At March 31, 2022, the Company has approximately $5,419,000 of net operating loss carryforwards available ($1,138,000 tax benefit) to be applied to future periods. These carryforwards expire in 2040.
NOTE 7 – NOTES PAYABLE AND LONG-TERM DEBT
Short-term debt and current portion of long-term debt consisted of the following as of March 31, 2022 and December 31, 2021:
| | | | | | | | | | | | | | |
($ in thousands) | | March 31, | | December 31, |
| | 2022 | | 2021 |
| | | | |
| | | | |
Current portion of installment note payable due in November with variable interest rate equal to the WSJ prime rate plus 0.5%, with a 4.75% floor. Unsecured. | | $ | 500 | | | $ | 500 | |
| | | | |
| | | | |
| | $ | 500 | | | $ | 500 | |
Long-term debt consisted of the following as of March 31, 2022 and December 31, 2021:
| | | | | | | | | | | | | | |
($ in thousands) | | March 31, | | December 31, |
| | 2022 | | 2021 |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Promissory note with variable interest rate equal to the WSJ prime rate plus 0.5%, with a 4.75% floor; maturity November 2023. Annual installment payments beginning November 2020. Unsecured. | | $ | 500 | | | $ | 500 | |
| | | | |
Subordinated debentures issued on December 15, 2005 with floating rate interest equal to 3-Month LIBOR plus 375 basis points; net of $129,000 in debt issuance cost ($131,000 in 2021); maturity December 15, 2035. Interest payable quarterly. Redeemable prior to maturity. Unsecured. | | 9,150 | | | 9,148 | |
| | | | |
Subordinated debentures issued on June 21, 2007 with floating rate interest equal to 3-Month LIBOR plus 340 basis points; net of $50,000 in debt issuance cost ($51,000 in 2021); maturity June 15, 2037. Interest payable quarterly. Redeemable prior to maturity. Unsecured. | | 3,043 | | | 3,042 | |
| | $ | 12,693 | | | $ | 12,690 | |
NOTE 8 – POLICY AND CLAIM RESERVES
The Company regularly updates its reserve estimates as new information becomes available and events occur that may impact the resolution of unsettled claims. Reserve estimation can be an inherently uncertain process and reserve estimates can be revised up or down depending on changes in circumstances. Changes in prior years' reserve estimates are reflected in the results of operations in the year such changes are determined.
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
The following table is a reconciliation of beginning and ending property and casualty reserve balances for claims and claim adjustment expense:
| | | | | | | | | | | | | | | | | | | |
($ in thousands) | | | Three months ended March 31, | | |
| | | | | 2022 | | 2021 | | |
Summary of claims and claim adjustment expense reserves | | | | | | | | | |
Balance, beginning of year | | | | | $ | 8,930 | | | $ | 10,177 | | | |
Less reinsurance recoverable on unpaid losses | | | | | 2,139 | | | 3,321 | | | |
Net balances at beginning of year | | | | | 6,791 | | | 6,856 | | | |
Net losses: | | | | | | | | | |
Provision for claims and claim adjustment expenses for claims arising in current year | | | | | 8,737 | | | 9,034 | | | |
Estimated claims and claim adjustment expenses for claims arising in prior years | | | | | (995) | | | (1,078) | | | |
Total increases | | | | | 7,742 | | | 7,956 | | | |
Claims and claim adjustment expense payments for claims arising in: | | | | | | | | | |
Current year | | | | | 4,922 | | | 5,280 | | | |
Prior years | | | | | 2,427 | | | 2,416 | | | |
Total payments | | | | | 7,349 | | | 7,696 | | | |
Net balance at end of period | | | | | 7,184 | | | 7,116 | | | |
Plus reinsurance recoverable on unpaid losses | | | | | 2,033 | | | 2,393 | | | |
Claims and claim adjustment expense reserves at end of period | | | | | $ | 9,217 | | | $ | 9,509 | | | |
Claims and claim adjustment expense reserves before reinsurance recoverables at March 31, 2022 were down moderately compared to prior year primarily due to a reduction in spring storm activity. The estimate for claims arising in prior years was reduced $995,000 in 2022 (reduced $1,078,000 in 2021) due to favorable loss development during the year on claims arising in prior years.
Accident and Health Claim Reserves
The Company, through its life insurance subsidiary, underwrites a limited number of short duration accident and health contracts. These claims are typically settled in three years or less and the reserve for unpaid claims totaled $398,000 at March 31, 2022 ($390,000 at December 31, 2021). These claims are a component of policy and contract claims which totaled $1,189,000 at March 31, 2022 ($1,210,000 at December 31, 2021).
NOTE 9 – REINSURANCE
The Company's insurance operations utilize reinsurance in the risk management process in order to limit losses, minimize exposure to large risks, provide additional capacity for future growth and effect business-sharing arrangements. Life reinsurance is placed through yearly renewable term coverage. Property and casualty reinsurance is placed on an excess of loss basis to cover losses from catastrophe events. Reinsurance contracts do not relieve the insurance subsidiaries of the obligation indemnify policyholders with respect to the underlying insurance contracts. Failure of re-insurers to honor their obligations could result in credit related losses to the insurance subsidiaries. The insurance subsidiaries evaluate the financial conditions of their reinsurance companies and monitor concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the companies to minimize their exposure to significant losses from reinsurance insolvencies.
In the normal course of business, NSFC seeks to reduce the loss that may arise from catastrophes or other individually significant large loss events that cause unfavorable underwriting results or have adverse impacts on regulatory capital levels by re-insuring certain levels of risk in various areas of exposure with reinsurance companies. NSFC maintains a catastrophe reinsurance agreement to cover losses from catastrophic events, primarily hurricanes and tropical storms.
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
Under the catastrophe reinsurance program, the Company retains the first $4,000,000 in losses from the first catastrophe event and $2,000,000 from a second catastrophe event.
Catastrophe reinsurance coverage is maintained in three layers as follows:
| | | | | |
Layer | Reinsurers' Limits of Liability |
First Layer | 100% of $13,500,000 in excess of $4,000,000 retention |
Second Layer | 100% of $25,000,000 in excess of $17,500,000 |
Third Layer | 100% of $30,000,000 in excess of $42,500,000 |
Catastrophe Aggregate | 100% of $2,000,000 in excess of $2,000,000 after $2,000,000 aggregate deductible |
Each reinsurance layer covers events occurring from January 1 through December 31 of the contract year. All significant reinsurance companies under the program carry AM Best ratings of A- (Excellent) or higher, or equivalent ratings.
The Company's catastrophe reinsurance contract allows for one reinstatement. The Company maintains reinstatement premium protection (RPP) to cover reinstatement premiums incurred. The RPP further reduces risk from a major catastrophe and serves to protect the Company's capital position by reducing the modeled 100 year event net cost.
Amounts recoverable from re-insurers are estimated in a manner consistent with the claim liability associated with the underlying insurance policies. Amounts paid for prospective reinsurance contracts are reported as prepaid reinsurance premiums and amortized over the remaining contract period.
In the normal course of business, NSIC seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding reinsurance to reinsurance companies under excess coverage contracts. NSIC retains a maximum of $50,000 of coverage per individual life. Cost is amortized over the reinsurance contract period.
At March 31, 2022, the largest reinsurance recoverable of a single reinsurer was $217,000 ($219,000 at December 31, 2021). Amounts reported as ceded incurred losses were related to development of losses from prior year catastrophes.
NOTE 10 – EMPLOYEE BENEFIT PLANS
The Company and its subsidiaries have an established retirement savings plan (401K Plan). All full-time employees are eligible to participate, and all employer contributions are fully vested for employees who have completed 1,000 hours of service in the year of contribution. Company matching contributions for the three months ended March 31, 2022 amounted to $45,000 ($46,000 in 2021). The Company contributes dollar-for-dollar matching contributions up to 5% of compensation subject to government limits.
The Company established a non-qualified deferred compensation plan under which Company directors are allowed to defer all or a portion of directors' fees into various investment options. A supplemental executive retirement plan (SERP) covers named executive officers, with the Company contributing 15% of executive compensation to the plan. Contributions to the plan are fully vested upon the earlier of death, disability, change in control, or ten years of participation in the plan. Costs for amounts related to the non-qualified deferred compensation plans for the three months ended March 31, 2022 and 2021 amounted to an approximate decrease of $161,000 and an increase of $24,000 in employee benefit related expenses, respectively.
The Company and its subsidiaries established an Employee Stock Ownership Plan (ESOP) in January 2010, to enable eligible employees to acquire a proprietary interest in the Company's common stock and to provide retirement and other benefits to such employees. There were no contributions during the three months ended March 31, 2022 and 2021. All contributions were made in cash for purchase of Company shares in the open market. The Company has not allocated newly issued shares directly to the plan and the plan has no debt.
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
NOTE 11 – SHAREHOLDERS' EQUITY
During the three months ended March 31, 2022 and year ended December 31, 2021, changes in shareholders' equity consisted of net income of $963,000 and $582,000, respectively; dividends paid of $152,000 in 2022 and $608,000 in 2021; an other comprehensive loss of $4,274,000 in 2022 and other comprehensive loss of $1,564,000 in 2021; and common stock issued of $26,000 in 2021. Other comprehensive income (loss) consisted of changes in accumulated unrealized gains/losses on securities available-for-sale.
Preferred Stock
Preferred Stock may be issued in one or more series as shall from time to time be determined and authorized by the Board of Directors. The directors may make specific provisions regarding (a) the voting rights, if any (b) whether such dividends are to be cumulative or noncumulative (c) the redemption provisions, if any (d) participating rights, if any (e) any sinking fund or other retirement provisions (f) dividend rates (g) the number of shares of such series and (h) liquidation preference. There is currently no Preferred Stock issued or outstanding.
Common Stock
The holders of the Class A Common Stock will have one-twentieth of one vote per share, and the holders of the common stock will have one vote per share. There is currently no Class A Common Stock issued or outstanding.
In the event of any liquidation, dissolution or distribution of the assets of the Company remaining after the payments to the holders of the Preferred Stock of the full preferential amounts to which they may be entitled as provided in the resolution or resolutions creating any series thereof, the remaining assets of the Company shall be divided and distributed among the holders of both classes of common stock, except as may otherwise be provided in any such resolution or resolutions.
The table below provides information regarding the Company's preferred and common stock as of March 31, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
| Authorized | | Issued | | Treasury | | Outstanding | | | | | | |
Preferred Stock, $1 par value | 500,000 | | | — | | | — | | | — | | | | | | | |
Class A Common Stock, $1 par value | 2,000,000 | | | — | | | — | | | — | | | | | | | |
Common Stock, $1 par value | 3,000,000 | | | 2,535,577 | | | 2,945 | | | 2,532,632 | | | | | | | |
On May 21, 2021, 2,262 shares of common stock were issued to directors as compensation under the 2019 Equity
Incentive Plan previously approved by shareholders.
Treasury Stock
Treasury stock may be purchased pursuant to the share repurchase plan authorized by the Board of Directors in May 2020. Effective June 1, 2020, the Board authorized the repurchase of up to $500,000 of the Company's outstanding common stock. The plan expired May 31, 2021.
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
NOTE 12 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income (loss) ("AOCI") includes certain items that are reported directly within a separate component of shareholders' equity. The following table presents changes in AOCI balances:
| | | | | | | | | | | | | | |
($ in thousands) | | Three months ended March 31, |
| | 2022 | | 2021 |
Unrealized Gains (Losses) on Cash Flow Hedges | | | | |
Balance at beginning of period | | $ | — | | | $ | (489) | |
Other comprehensive income for period: | | | | |
Other comprehensive gain before reclassifications | | — | | | 489 | |
| | | | |
| | | | |
Net current period other comprehensive income | | — | | | 489 | |
Balance at end of period | | $ | — | | | $ | — | |
| | | | |
Unrealized Gains (Losses) on Available-for-Sale Securities | | | | |
Balance at beginning of period | | $ | 2,021 | | | $ | 4,074 | |
Other comprehensive loss for period: | | | | |
Other comprehensive loss before reclassifications | | (4,272) | | | (1,635) | |
| | | | |
| | | | |
Amounts reclassified from accumulated other comprehensive loss | | (2) | | | — | |
Net current period other comprehensive loss | | (4,274) | | | (1,635) | |
Balance at end of period | | $ | (2,253) | | | $ | 2,439 | |
| | | | |
Total Accumulated Other Comprehensive Income (Loss) at end of period | | $ | (2,253) | | | $ | 2,439 | |
The following table presents the amounts reclassified out of AOCI for the three months ended March 31, 2022:
| | | | | | | | | | | | | | |
($ in thousands)
Details about Accumulated Other Comprehensive Loss Components | | Amounts Reclassified from Accumulated Other Comprehensive Loss | | Affected Line Item in the Statement Where Net Income is Presented |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Unrealized Gains on Available-for-Sale Securities | | $ | 3 | | | Net investment gains |
| | 3 | | | Total before tax |
| | (1) | | | Tax expense |
| | $ | 2 | | | Net of Tax |
The following table presents the amounts reclassified out of AOCI for the three months ended March 31, 2021:
| | | | | | | | | | | | | | |
($ in thousands)
Details about Accumulated Other Comprehensive Income Components | | Amounts Reclassified from Accumulated Other Comprehensive Income | | Affected Line Item in the Statement Where Net Income is Presented |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Unrealized Gains on Available-for-Sale Securities | | $ | — | | | Net investment gains |
| | — | | | Total before tax |
| | — | | | Tax expense |
| | $ | — | | | Net of Tax |
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
NOTE 13 – SEGMENTS
The Company’s property and casualty insurance operations comprise one business segment. The property and casualty insurance segment primarily underwrites home insurance coverage with primary lines of business consisting of dwelling fire and extended coverage, homeowners (including mobile homeowners) and other liability.
Management organizes the business utilizing a niche strategy focusing on lower valued dwellings and older homes that can be difficult to insure in the standard insurance market. Our chief decision makers (Chief Executive Officer, Chief Financial Officer and subsidiary President) review results and operating plans making decisions on resource allocations on a company-wide basis. The Company’s products are primarily produced through independent agents within the states in which we operate.
The Company’s life and accident and health operations comprise the second business segment. The life and accident and health insurance segment consists of two lines of business: traditional life insurance and supplemental accident and health insurance.
Total assets by industry segment at March 31, 2022 and December 31, 2021 are summarized below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands)
Assets by industry segment | | Total | | P&C Insurance Operations | | Life Insurance Operations | | Non-Insurance Operations |
| | | | | | | | |
March 31, 2022 | | $ | 149,339 | | | $ | 87,515 | | | $ | 57,437 | | | $ | 4,387 | |
| | | | | | | | |
December 31, 2021 | | $ | 151,683 | | | $ | 87,657 | | | $ | 59,278 | | | $ | 4,748 | |
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
Net income (loss) by business segment for the three months ended March 31, 2022 and 2021 is summarized below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) Three months ended March 31, 2022 | P&C Insurance Operations | | Life Insurance Operations | | Non-Insurance Operations | | Inter- company Eliminations | | Total |
REVENUES | | | | | | | | | |
Net premiums earned | $ | 14,161 | | | $ | 1,354 | | | $ | — | | | $ | — | | | $ | 15,515 | |
Net investment income | 346 | | | 653 | | | 4 | | | (135) | | | 868 | |
Investment gains (losses) | (368) | | | 109 | | | (13) | | | — | | | (272) | |
| | | | | | | | | |
Other income | 122 | | | 198 | | | 249 | | | (447) | | | 122 | |
| 14,261 | | | 2,314 | | | 240 | | | (582) | | | 16,233 | |
BENEFITS AND EXPENSES | | | | | | | | | |
Policyholder benefits paid | 7,742 | | | 1,147 | | | — | | | (97) | | | 8,792 | |
Amortization of deferred policy acquisition costs | 702 | | | 288 | | | — | | | — | | | 990 | |
Commissions | 2,034 | | | 66 | | | — | | | — | | | 2,100 | |
General and administrative expenses | 2,005 | | | 398 | | | 201 | | | (485) | | | 2,119 | |
| | | | | | | | | |
Taxes, licenses and fees | 680 | | | 90 | | | — | | | — | | | 770 | |
Interest expense | — | | | 9 | | | 138 | | | — | | | 147 | |
| 13,163 | | | 1,998 | | | 339 | | | (582) | | | 14,918 | |
Income (Loss) Before Income Taxes | 1,098 | | | 316 | | | (99) | | | — | | | 1,315 | |
INCOME TAX EXPENSE (BENEFIT) | 309 | | | 64 | | | (21) | | | — | | | 352 | |
Net Income (Loss) | $ | 789 | | | $ | 252 | | | $ | (78) | | | $ | — | | | $ | 963 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) Three months ended March 31, 2021 | | P&C Insurance Operations | | Life Insurance Operations | | Non-Insurance Operations | | Inter-company Eliminations | | Total |
REVENUES | | | | | | | | | | |
Net premiums earned | | $ | 13,672 | | | $ | 1,390 | | | $ | — | | | $ | — | | | $ | 15,062 | |
Net investment income | | 305 | | | 622 | | | 12 | | | (135) | | | 804 | |
Investment gains | | 101 | | | 203 | | | 6 | | | — | | | 310 | |
| | | | | | | | | | |
Other income | | 136 | | | 204 | | | 240 | | | (444) | | | 136 | |
| | 14,214 | | | 2,419 | | | 258 | | | (579) | | | 16,312 | |
BENEFITS AND EXPENSES | | | | | | | | | | |
Policyholder benefits paid | | 7,956 | | | 1,447 | | | — | | | (100) | | | 9,303 | |
Amortization of deferred policy acquisition costs | | 687 | | | 284 | | | — | | | — | | | 971 | |
Commissions | | 2,059 | | | 77 | | | — | | | — | | | 2,136 | |
General and administrative expenses | | 2,071 | | | 402 | | | 310 | | | (479) | | | 2,304 | |
| | | | | | | | | | |
Taxes, licenses and fees | | 449 | | | 87 | | | — | | | — | | | 536 | |
Interest expense | | — | | | 10 | | | 128 | | | — | | | 138 | |
| | 13,222 | | | 2,307 | | | 438 | | | (579) | | | 15,388 | |
Income (Loss) Before Income Taxes | | 992 | | | 112 | | | (180) | | | — | | | 924 | |
INCOME TAX EXPENSE (BENEFIT) | | 220 | | | 23 | | | (41) | | | — | | | 202 | |
Net Income (Loss) | | $ | 772 | | | $ | 89 | | | $ | (139) | | | $ | — | | | $ | 722 | |
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
The following table presents the Company’s gross and net premiums written for the property and casualty segment and the life and accident and health segment for the three months ended March 31, 2022 and 2021, respectively:
| | | | | | | | | | | | | | | | |
($ in thousands) | | | | Three months ended March 31, |
| | | | | | 2022 | | 2021 |
Life, accident and health operations premiums written: | | | | | | |
Traditional life insurance | | | | | | $ | 1,010 | | | $ | 1,018 | |
Accident and health insurance | | | | | | 380 | | | 392 | |
Gross life, accident and health | | | | | | 1,390 | | | 1,410 | |
Reinsurance premium ceded | | | | | | (53) | | | (43) | |
Net life, accident and health premiums written | | | | | | $ | 1,337 | | | $ | 1,367 | |
Property and Casualty operations premiums written: | | | | | | |
Dwelling fire & extended coverage | | | | | | $ | 12,376 | | | $ | 11,863 | |
Homeowners (Including mobile homeowners) | | | | | | 4,392 | | | 5,027 | |
| | | | | | | | |
Other liability | | | | | | 481 | | | 534 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Gross property and casualty | | | | | | 17,249 | | | 17,424 | |
Reinsurance premium ceded | | | | | | (2,551) | | | (2,405) | |
Net property and casualty written | | | | | | $ | 14,698 | | | $ | 15,019 | |
Consolidated gross premiums written | | | | | | $ | 18,639 | | | $ | 18,834 | |
Reinsurance premium ceded | | | | | | (2,604) | | | (2,448) | |
Consolidated net premiums written | | | | | | $ | 16,035 | | | $ | 16,386 | |
The following table presents the Company’s gross and net premiums earned for the property and casualty segment and the life and accident and health segment for the three months ended March 31, 2022 and 2021, respectively:
| | | | | | | | | | | | | | | | |
($ in thousands) | | | | Three months ended March 31, |
| | | | | | 2022 | | 2021 |
Life, accident and health operations premiums earned: | | | | | | |
Traditional life insurance | | | | | | $ | 1,030 | | | $ | 1,042 | |
Accident and health insurance | | | | | | 377 | | | 391 | |
Gross life, accident and health | | | | | | 1,407 | | | 1,433 | |
Reinsurance premium ceded | | | | | | (53) | | | (43) | |
Net life, accident and health premiums earned | | | | | | $ | 1,354 | | | $ | 1,390 | |
Property and Casualty operations premiums earned: | | | | | | |
Dwelling fire & extended coverage | | | | | | $ | 11,512 | | | $ | 10,178 | |
Homeowners (Including mobile homeowners) | | | | | | 4,724 | | | 5,362 | |
| | | | | | | | |
Other liability | | | | | | 476 | | | 537 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Gross property and casualty | | | | | | 16,712 | | | 16,077 | |
Reinsurance premium ceded | | | | | | (2,551) | | | (2,405) | |
Net property and casualty earned | | | | | | $ | 14,161 | | | $ | 13,672 | |
Consolidated gross premiums earned | | | | | | $ | 18,119 | | | $ | 17,510 | |
Reinsurance premium ceded | | | | | | (2,604) | | | (2,448) | |
Consolidated net premiums earned | | | | | | $ | 15,515 | | | $ | 15,062 | |
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THE NATIONAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED AMOUNTS EXCEPT FOR DECEMBER 31, 2021 AMOUNTS)
NOTE 14 – CONTINGENCIES
In the ordinary course of business, the Company and its subsidiaries are routinely a defendant in or party to pending or threatened legal actions and proceedings related to the conduct of their insurance operations. These suits can involve alleged breaches of contracts, torts, including bad faith and fraud claims based on alleged wrongful or fraudulent acts of the Company's subsidiaries, and other miscellaneous causes of action. It is inherently difficult to predict the outcome of such matters, particularly when the claimant seeks very large or indeterminate damages or when the matters present novel legal theories or involve multiple parties. An accrued liability is established when loss contingencies are both probable and estimable. However, there is potential loss exposure in excess of any accrued amounts. The Company monitors pending matters for further development that could affect the amount of the accrued liability.
The Company maintains loss and loss adjustment expense reserves on litigated claims that occur in the routine course of business in the insurance operations of the subsidiaries. These reserves are included in the liability for benefit and loss reserves on the balance sheet and include estimates for associated legal costs for individual claims. In addition the Company has a current accrual of $750,000 for legal expenses and third party claimant settlement cost. There are no individual actions not accrued that are deemed material by management based upon an evaluation of information presently available.
NOTE 15 – SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest during the three months ended March 31, 2022 was $129,000 ($169,000 in 2021). There was no cash received from or paid for income taxes during the three months ended March 31, 2022. There was no cash received from or paid for income taxes during the three months ended March 31, 2021.
NOTE 16 – SUBSEQUENT EVENTS
Management has evaluated subsequent events and their potential effects on these condensed consolidated
financial statements through the filing date of this Form 10-Q.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
of The National Security Group, Inc.
Results of Review of Interim Financial Information
We have reviewed the condensed consolidated balance sheet of The National Security Group, Inc. (the Company) as of March 31, 2022, and the related condensed consolidated statements of operations, comprehensive loss, changes in shareholders’ equity and cash flows for the three-month periods ended March 31, 2022 and 2021, and the related notes (collectively referred to as the interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021, and the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 23, 2022, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
| | |
/s/ Warren Averett, LLC |
PCAOB ID # 2226 |
We have served as the Company’s auditor since 2009. |
Birmingham, Alabama |
May 16, 2022 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion highlights significant factors influencing the consolidated financial position and results of operations of The National Security Group, Inc. (referred to in this document as "we", "our", "us", "Company" or "NSEC") and its subsidiaries. We are a “smaller reporting company” under Securities and Exchange Commission (SEC) regulations and therefore qualify for the scaled disclosure of smaller reporting companies. In general, the same information is required to be disclosed in the management discussion and analysis by smaller reporting companies except that the discussion need only cover the latest two year period and disclosures relating to contractual obligations are not required. In accordance with the scaled disclosure requirements, this discussion covers the three month period ended March 31, 2022 and 2021 and should be read in conjunction with the Condensed Consolidated Financial Statements and Notes which accompany this report. The financial information presented herein should also be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which includes information and disclosures not presented herein. Please refer to our note regarding forward-looking statements on page 4 of this report.
The National Security Group, Inc. operates in ten states with 68.2% of total premium revenue generated in the states of Alabama, Georgia and Mississippi. We operate in two business segments summarized as follows:
•The Property and Casualty (P&C) segment is the most significant segment, accounting for 92.2% of gross earned premium in 2022. The P&C segment operates in the states of Alabama, Arkansas, Georgia, Louisiana, Mississippi, Oklahoma, South Carolina, and Tennessee.
•The Life segment accounted for 7.8% of gross premium revenue in 2022. The Life segment is licensed to underwrite life and accident and health insurance in Alabama, Florida, Georgia, Mississippi, South Carolina, Tennessee and Texas.
The P&C segment operations are conducted through National Security Fire & Casualty Company (NSFC), a wholly owned subsidiary of the Company organized in 1959, and Omega One Insurance Company (Omega), a wholly owned subsidiary of NSFC organized in 1992. Omega produces no direct written premium and is authorized to underwrite lines of business similar to NSFC; therefore, all references to NSFC or P&C segment in the remainder of this discussion will include the insurance operations of both NSFC and Omega.
The Life segment operations are conducted through National Security Insurance Company (NSIC), a wholly owned subsidiary of the Company organized in 1947. All references to NSIC or life segment in the remainder of this management discussion and analysis will refer to the combined life, accident and health insurance operations.
Our income is principally derived from net underwriting profits and investment income. Net underwriting profit is principally derived from earned premiums received less claims paid, sales commissions to agents, costs of underwriting and insurance taxes and fees. Investment income includes interest and dividend income and gains and losses on investment holdings.
All of the insurance subsidiaries are Alabama domiciled insurance companies; therefore, the Alabama Department of Insurance is the primary insurance regulator. However, each subsidiary is subject to regulation by the respective insurance regulators of each state in which it is licensed to transact business. Insurance rates charged by each of the insurance subsidiaries are typically subject to review and approval by the insurance department for the respective state in which the rates will apply.
All of our insurance companies have been assigned ratings by AM Best Co (Best). On April 29, 2021, AM Best affirmed the Financial Strength Rating (FSR) of B++ (Good) and the Long-Term Issuer Credit Rating (Long-Term ICR) of "bbb" of NSFC. In addition, AM Best affirmed the FSR of B+ (Good) and Long-Term ICR of "bbb-" of Omega. The AM Best outlook for the ratings was revised from "stable" to "negative" for NSFC and Omega. AM Best affirmed the FSR of B++ (Good) and the Long-Term ICR to "bbb" for NSIC. The outlook for the ratings of NSIC was revised from "stable" to "negative". AM Best also affirmed the Long-Term ICR of "bb" of the parent holding company, NSEC, with a revised outlook from "stable" to "negative". Effective January 31, 2022, AM Best placed the companies under review with developing implications upon the announcement that NSG has entered into a merger agreement under which the group will be acquired by VR Insurance Holdings, Inc. The under review with developing implications status reflects the need for AM Best to assess fully the business strategy, financial and operational impacts on the group as a result of the acquisition. The ratings will remain under review pending the
completion of the acquisition and AM Bests’ assessment of post-acquisition rating fundamentals. Currently, the acquisition is expected to close by the end of the second quarter of 2022.
The property and casualty subsidiaries have been assigned ratings by Demotech, Inc. On November 30, 2021, Demotech affirmed a Financial Stability Rating of A (Exceptional) for both NSFC and Omega.
The earnings in the property and casualty segment have seasonal volatility due to severe storm activity resulting in incurred losses and loss adjustment expenses from hurricane, tornado, wind and hail related insurance claims These storm systems or other natural disasters are generally classified as catastrophes (referred to as "catastrophe" or "cat" events/losses throughout the remainder of this document) by Property Claim Service (PCS) when an individual event causes $25 million or more in industry wide direct insured losses and affect a significant number of policyholders and insurers.
Information in this discussion is presented in whole dollars rounded to the nearest thousand, except for per share information. Tabular amounts are presented in thousands.
Summary:
For the three months ended March 31, 2022, the Company had net income of $963,000, $0.38 income per share, compared to net income of $722,000, $0.29 income per share, for the three months ended March 31, 2021; an increase of $241,000. Pretax income from operations for the first quarter of 2022 totaled $1,587,000 compared to a pretax income from operations of $614,000 in the first quarter of 2021. Results for the first quarter of 2022 were positively impacted by a $453,000 increase in net premiums earned, coupled with a $511,000 decrease in claims and were the primary reasons for the $973,000 increase in pretax income from operations in the first quarter of 2022, compared to the same period in 2021.
For the three months ended March 31, 2022, the Company had investment losses of $272,000 compared to investment gains of $310,000 for the three months ended March 31 2021; a decrease of $582,000. The primary reason for the first quarter 2022 investment losses, compared to the first quarter 2021 investment gains, was our investment in company owned life insurance (COLI) decreased $312,000. In addition, we had no realized gains on the sale of equity securities during the first quarter of 2022 compared to $357,000 in realized gains on the sale of equity securities for the same period in 2021.
In the first quarter of 2022, the Company incurred claims totaling $8,792,000 compared to $9,303,000 for the same period last year. Life segment claims were down $300,000 and P&C segment claims were down $214,000 in the first quarter of 2022, compared to the first quarter of 2021. Life segment claims incurred from whole life insurance policies decreased $260,000 in the first quarter of 2022 compared to the same period last year. The primary component of the decline in the P&C segment was claims from a reduction in claims other than weather and fire perils which declined $325,000, in the first quarter of 2022, compared to the same period last year. In addition, reported losses from weather related events were down $65,000. Partially offsetting the declines mentioned previously was an increase in reported fire losses of $262,000 in the first quarter of 2022 compared to the first quarter of 2021.
The Company ended the first three months of 2022 with a decrease in general and administrative expenses of $185,000 compared to the same period last year. The primary reasons for this decrease were a $458,000 reduction in costs associated with director's expenses, employee benefits and litigation expenses in the first quarter of 2022 compared to the same period last year. Partially offsetting these decreases was a $155,000 increase in consulting fees in the first quarter of 2022 compared to the first quarter of 2021. The primary reason for the increase in consulting fees was expenses associated with the pending merger with VR Insurance Holdings.
Financial results for the three months ended March 31, 2022 and 2021, based on U.S generally accepted accounting principles, were as follows:
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Unaudited Consolidated Financial Summary | | | | Three months ended March 31, |
($ in thousands, except per share) | | | | | | 2022 | | 2021 |
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Gross premiums written | | | | | | $ | 18,639 | | | $ | 18,834 | |
Net premiums written | | | | | | $ | 16,035 | | | $ | 16,386 | |
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Net premiums earned | | | | | | $ | 15,515 | | | $ | 15,062 | |
Net investment income | | | | | | 868 | | | 804 | |
Net investment gains (losses) | | | | | | (272) | | | 310 | |
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Other income | | | | | | 122 | | | 136 | |
Total Revenues | | | | | | 16,233 | | | 16,312 | |
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Policyholder benefits and settlement expenses | | | | | | 8,792 | | | 9,303 | |
Amortization of deferred policy acquisition costs | | | | | | 990 | | | 971 | |
Commissions | | | | | | 2,100 | | | 2,136 | |
General and administrative expenses | | | | | | 2,119 | | | 2,304 | |
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Taxes, licenses and fees | | | | | | 770 | | | 536 | |
Interest expense | | | | | | 147 | | | 138 | |
Total Benefits, Losses and Expenses | | | | | | 14,918 | | | 15,388 | |
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Income Before Income Taxes | | | | | | 1,315 | | | 924 | |
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Income tax expense | | | | | | 352 | | | 202 | |
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Net Income | | | | | | $ | 963 | | | $ | 722 | |
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Income Per Common Share | | | | | | $ | 0.38 | | | $ | 0.29 | |
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Reconciliation of Net Income to non-GAAP Measurement | | | | | | | | |
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Net income | | | | | | $ | 963 | | | $ | 722 | |
Income tax expense | | | | | | 352 | | | 202 | |
Investment (gains) losses, net | | | | | | 272 | | | (310) | |
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Pretax Income From Operations | | | | | | $ | 1,587 | | | $ | 614 | |
We provide a reconciliation of net income to the non-GAAP measurement "pretax income from operations". The purpose of this reconciliation is to provide investors with information routinely utilized by management in analyzing and comparing the performance of our insurance operations between periods. This information reflects the financial performance of our insurance operations without the impact of investment gains/losses. We typically invest in equity securities with a long-term view. Short-term volatility due to changes in market value of equity securities held for sale, along with realized investment gains/losses on both fixed maturity and equity investments, can mask both the positive or negative performance of our insurance operations from period to period.
Premium Revenue:
For the three months ended March 31, 2022, net premiums earned were up $453,000 at $15,515,000 compared to $15,062,000 during the same period last year. The increase in premium revenue was primarily driven by an increase in net earned premium in the P&C segment of $489,000 or 3.6%. The increase in P&C segment net earned premium was primarily attributable to a 13.1% increase in gross earned premium in our dwelling fire program. This increase was due to rate increases in the program over the past twelve months and additional premium generated by our re-underwriting project in the dwelling fire program in which we reviewed valuations of properties insured due to increasing repair costs and claims inflation. The increase in P&C net earned premium was partially offset by a 6.1% increase in reinsurance premium ceded due to an increase in reinsurance costs related to our 2022 catastrophe reinsurance contract renewal. As mentioned previously, the increased frequency of weather related losses over the past several years has driven the need to increase rates in states and programs that have been most impacted by this persistent pattern of severe weather.
Investment Gains (Losses):
Investment losses, for the three months ended March 31, 2022, were $272,000 compared to investment gains of $310,000 for the same period last year. The primary reason for the first quarter 2022 investment losses, compared to the first quarter 2021 investment gains, was our investment in company owned life insurance (COLI) decreased $312,000. In addition, we had no realized gains on the sale of equity securities during the first quarter of 2022 compared to $357,000 in realized gains on the sale of equity securities for the same period in 2021.
Net Income:
For the three months ended March 31, 2022, the Company had net income of $963,000, $0.38 income per share, compared to net income of $722,000, $0.29 income per share, for the same period last year. As mentioned previously, results for the first quarter of 2022 were positively impacted by a $453,000 increase in net premiums earned coupled with a $511,000 decrease in claims and were the primary reasons for the increase in net income in the first quarter of 2022 compared to the first quarter of 2021.
Pretax Income from Operations:
For the three months ended March 31, 2022, our pretax income from operations was $1,587,000 compared to pretax income from operations of $614,000 for the three months ended March 31, 2021; an increase in pretax income of $973,000. As discussed above, an increase in earned premium and a decrease in claim activity were the primary reasons for the improvement in our income from operations, in the first quarter of 2022, compared to the same period last year.
P&C Segment Combined Ratio:
The P&C segment ended the first quarter of 2022 with a GAAP basis combined ratio of 92.2%. Reported catastrophe losses totaled $1,687,000 and added 11.8 percentage points to the combined ratio. In comparison, the P&C segment ended the first quarter of 2021 with a GAAP basis combined ratio of 95.8% with $1,736,000 in reported catastrophe losses increasing the combined ratio by 12.6 percentage points. Non-catastrophe wind and hail losses were down $16,000 for the three months ended March 31, 2022 compared to the same period in 2021. Reported non-catastrophe wind and hail losses, in the first quarter of 2022, totaled $1,277,000 and added 8.9 percentage points to the first quarter 2021 combined ratio. In comparison, non-catastrophe wind and hail losses reported in the first quarter of 2021 totaled $1,293,000 and added 9.4 percentage points to the first quarter 2021 combined ratio. Partially offsetting these decreases was an increase in reported fire losses of $262,000 during the first quarter of 2022 compared to the first quarter of 2021. Reported fire losses totaled $3,532,000, for the three months ended March 31, 2022, and added 24.7 percentage points to the 2022 combined ratio. In comparison, in the first quarter of 2021, reported fire losses totaled $3,270,000 and added 23.7 percentage points to the 2021 combined ratio.
Overview - Balance Sheet highlights at March 31, 2022 compared to December 31, 2021
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Selected Balance Sheet Highlights | | March 31, 2022 | | December 31, 2021 |
($ in thousands, except per share) | | Unaudited | | |
Invested Assets | | $ | 104,979 | | | $ | 111,819 | |
Cash | | $ | 12,941 | | | $ | 10,034 | |
Total Assets | | $ | 149,339 | | | $ | 151,683 | |
Policy Liabilities | | $ | 86,185 | | | $ | 84,864 | |
Total Debt | | $ | 13,193 | | | $ | 13,190 | |
Accumulated Other Comprehensive Income (Loss) | | $ | (2,253) | | | $ | 2,021 | |
Shareholders' Equity | | $ | 40,339 | | | $ | 43,802 | |
Book Value Per Share | | $ | 15.93 | | | $ | 17.29 | |
Invested Assets:
Invested assets at March 31, 2022 were $104,979,000 compared to $111,819,000 at December 31, 2021; a decrease of 6.1%. The decrease in invested assets was primarily due to a decline in market value of available-for-sale fixed maturity investments, of $5,410,000. This decline in market value of fixed maturity investments was primarily driven by an increase in short and intermediate term market interest rates during the first quarter of 2022.
Cash:
The Company, primarily through its insurance subsidiaries, had $12,941,000 in cash and cash equivalents at March 31, 2022, compared to $10,034,000 at December 31, 2021. Cash increased $2,907,000 in the first quarter of 2022, compared to December 31, 2021, primarily due to positive cash flow from insurance operations.
Total Assets:
Total assets at March 31, 2022 were $149,339,000 compared to $151,683,000 at December 31, 2021. Due to an increase in market interest rates, fixed maturity investments classified as available-for-sale decreased in market value, reducing total assets as of March 2022.
Policy Liabilities:
Policy related liabilities were $86,185,000 at March 31, 2022, compared to $84,864,000 at December 31, 2021; an increase of $1,321,000 or 1.6%. The primary reason for the increase in policy liabilities was a $995,000 increase in P&C segment unearned premium, in the first quarter of 2022, compared to year end 2021. This increase in unearned premium is primarily seasonal as we typically issue and renew a larger number of annual insurance contracts during the first and second quarters of each year compared to the remainder of the year.
Debt Outstanding:
Total debt was virtually unchanged at $13,193,000 as of March 31, 2022 compared to $13,190,000 at December 31, 2021. Our debt is held at the holding company level.
Shareholders' Equity:
Shareholders' equity as of March 31, 2022 was $40,339,000, down $3,463,000, compared to December 31, 2021 Shareholders' equity of $43,802,000. Book value per share was $15.93 at March 31, 2022, compared to $17.29 per share at December 31, 2021; a decline of 7.9% or $1.36 per share. The primary factors contributing to the decrease in both book value per share and Shareholders' equity were a decrease in accumulated other comprehensive income of $4,274,000 and shareholder dividends paid of $152,000. These decreases were offset by net income of $963,000.
Three Months Ended March 31, 2022 compared to Three Months Ended March 31, 2021
Premium Revenue:
The table below provides earned premium revenue by segment for the three months ended March 31, 2022 and 2021:
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($ in thousands) | | Three months ended March 31, | | Percent |
| | 2022 | | 2021 | | increase (decrease) |
Life, accident and health segment premiums earned: | | | | | | |
Traditional life insurance | | $ | 1,030 | | | $ | 1,042 | | | (1.2) | % |
Accident and health insurance | | 377 | | | 391 | | | (3.6) | % |
Gross life, accident and health | | 1,407 | | | 1,433 | | | (1.8) | % |
Reinsurance premium ceded | | (53) | | | (43) | | | 23.3 | % |
Net life, accident and health premiums earned | | $ | 1,354 | | | $ | 1,390 | | | (2.6) | % |
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Property and Casualty segment premiums earned: | | | | | | |
Dwelling fire & extended coverage | | $ | 11,512 | | | $ | 10,178 | | | 13.1 | % |
Homeowners (Including mobile homeowners) | | 4,724 | | | 5,362 | | | (11.9) | % |
Other liability | | 476 | | | 537 | | | (11.4) | % |
Gross property and casualty premium earned | | 16,712 | | | 16,077 | | | 3.9 | % |
Reinsurance premium ceded | | (2,551) | | | (2,405) | | | 6.1 | % |
Net property and casualty premiums earned | | $ | 14,161 | | | $ | 13,672 | | | 3.6 | % |
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Consolidated gross premiums earned | | $ | 18,119 | | | $ | 17,510 | | | 3.5 | % |
Reinsurance premium ceded | | (2,604) | | | (2,448) | | | 6.4 | % |
Consolidated net premiums earned | | $ | 15,515 | | | $ | 15,062 | | | 3.0 | % |
Consolidated net premium earned was up 3.0% for the quarter ended March 31, 2022, at $15,515,000 compared to $15,062,000 for the same period last year. The increase in net premium earned was due to a 3.6% increase in net premium earned in the P&C segment. The increase in P&C segment net earned premium was primarily attributable to a 13.1% increase in gross earned premium in our dwelling fire program. As mentioned previously, this increase was due to rate increases in the program over the past twelve months and additional premium generated by our re-underwriting project in the dwelling fire program. Gross earned premium was offset by a 6.1% increase in reinsurance premium ceded primarily attributable to an increase in reinsurance cost related to our 2022 catastrophe reinsurance contract renewal.
The Company maintains catastrophe reinsurance coverage to mitigate loss exposure from catastrophic events. With our 2022 catastrophe contract placement, our single event catastrophe retention remained unchanged from the prior year at $4 million. In our 2022 contract, we maintained our underlying catastrophe aggregate coverage of $2 million in excess of $2 million, subject to a $2 million aggregate annual deductible. This additional coverage effectively lowers our second event retention to $2 million. Also unchanged from last year, we maintain catastrophe reinsurance covering incurred claims of a single catastrophe event up to $72.5 million. Our catastrophe reinsurance has a reinstatement provision for one event and covers the cost of a second event up to the same $72.5 million upper limit. In our reinsurance structure, management attempts to limit the impact on pretax earnings of a single modeled 100 year cat event to no more than $4 million (net of reinsurance). It is noted, however, that hurricane models are subject to significant risk and are only a tool to estimate the impact of catastrophe events. The Company also has risk associated with multiple catastrophe events that individually may not exceed our $4 million retention and would not be covered under our catastrophe reinsurance contract.
To summarize our catastrophe reinsurance structure, under the catastrophe reinsurance program in 2022, the Company retains the first $4 million in losses from a first event (exceeding $4 million in insured losses) and $2 million in losses from a second event.
Reinsurance coverage is maintained in three layers as follows:
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Layer | Reinsurers' Limits of Liability |
First Layer | 100% of $13,500,000 in excess of $4,000,000 retention |
Second Layer | 100% of $25,000,000 in excess of $17,500,000 |
Third Layer | 100% of $30,000,000 in excess of $42,500,000 |
Catastrophe Aggregate | 100% of $2,000,000 in excess of $2,000,000 |
We purchase reinstatement premium protection on the first two layers of our primary catastrophe excess reinsurance (layers one and two above) for one reinstatement. Our catastrophe aggregate coverage is subject to a $2 million aggregate annual deductible and has a contract provision for two reinstatements. Additional details regarding the structure of our 2022 catastrophe reinsurance program can be found in Note 9 to the Condensed Consolidated Financial Statements.
Investment Income:
The table below provides the major categories of investment income, primarily dividend and interest income, for the three months ended March 31, 2022 and 2021:
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($ in thousands) | | | Three months ended March 31, |
| | | | | 2022 | | 2021 |
Fixed maturities | | | | | $ | 814 | | | $ | 757 | |
Equity securities | | | | | 42 | | | 49 | |
Mortgage loans on real estate | | | | | 2 | | | 2 | |
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Policy loans | | | | | 33 | | | 34 | |
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Other | | | | | 16 | | | 2 | |
| | | | | 907 | | | 844 | |
Less: Investment expenses | | | | | 39 | | | 40 | |
Net investment income | | | | | $ | 868 | | | $ | 804 | |
For the three months ended March 31, 2022, net investment income was $868,000 compared to $804,000 for the same period in 2021; an increase of $64,000 or 8.0%. An increase in interest rates along with an increase in bond portfolio investments throughout 2022 were the primary factors contributing to this increase in net investment income.
Investment Gains (Losses):
The table below provides investment gains and losses for the three months ended March 31, 2022 and 2021:
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($ in thousands) | | | Three months ended March 31, |
| | | | | 2022 | | 2021 |
Realized gains on fixed maturities | | | | | $ | 3 | | | $ | — | |
Realized gains on equity securities | | | | | — | | | 357 | |
Gains (losses) on trading securities | | | | | (12) | | | 7 | |
Change in fair value of equity securities | | | | | 106 | | | 3 | |
Change in surrender value of company owned life insurance | | | | | (369) | | | (57) | |
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Net investment gains (losses) | | | | | $ | (272) | | | $ | 310 | |
Net investment losses, for the three months ended March 31, 2022, were $272,000 compared to net investment gains of $310,000 for the same period in 2021; a decrease of $582,000. A primary reason for the net investment losses, in the first quarter of 2022, compared to net investment gains in the first quarter of 2021, was a $312,000 increase in net investment losses related to the change in surrender value of company owned life insurance. In addition, we had no realized gains on the sale of equity securities during the first quarter of 2022 compared to $357,000 in realized gains on the sale of equity securities for the same period in 2021.
Other Income:
Other income was $122,000 for the three months ended March 31, 2022, compared to $136,000 for the same period last year; a decrease of $14,000. Other income consists primarily of fees related to the issuance of our property insurance policies as well as other miscellaneous income. As a percent of net earned premium, other income was 0.8% in the first quarter of 2022 compared to 0.9% in the first quarter of 2021.
Policyholder Benefits:
Policyholder claims in the property and casualty segment were $7,742,000 in the first quarter of 2022, compared to $7,956,000 for the same period last year; a decrease of $214,000 or 2.7%. Claims as a percentage of premium earned was 54.7% in the first quarter of 2022 compared to 58.2% in the first quarter of 2021. The primary reason for the decrease was claims reported from non-weather and non-fire perils which declined $325,000, in the first quarter of 2022, compared to the same period last year. In addition, reported losses from weather related events were down $65,000. These decreases were offset by an increase in fire claims totaling $262,000.
Weather related losses consistently create the most significant variability in our loss and loss adjustment expense payments from year to year in our P&C segment. The following table provides a recap of P&C segment gross reported losses and LAE by catastrophe event and non-catastrophe wind and hail losses and LAE for the three-month periods ended March 31, 2022 and 2021:
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For the three months ended March 31, 2022 | | For the three months ended March 31, 2021 |
($ in thousands)
Catastrophe event | | Reported Losses & LAE | | Claim Count | | Catastrophe event | | Reported Losses & LAE | | Claim Count |
Cat 2211 (Jan 1-3) | | $ | 436 | | | 111 | | | Cat 2113 (Jan 25-26) | | $ | 132 | | | 6 | |
Cat 2212 (Jan 15-17) | | 193 | | | 33 | | | Cat 2117 (Feb 16-20) | | 760 | | | 196 | |
Cat 2215 (Feb 16-28) | | 149 | | | 44 | | | Cat 2120 (Mar 15-19) | | 282 | | | 66 | |
Cat 2218 (Mar 11-12) | | 118 | | | 26 | | | Cat 2122 (Mar 24-26) | | 494 | | | 85 | |
Cat 2220 (Mar 21-23) | | 413 | | | 54 | | | | | | | |
Cat 2221 (Mar 29-Apr 1) | | 248 | | | 62 | | | | | | | |
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Misc cats less than $100k | | 130 | | | 30 | | | Misc cats less than $100k | | 68 | | | 16 | |
Total Cat losses | | $ | 1,687 | | | 360 | | | Total Cat losses | | $ | 1,736 | | | 369 | |
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Non-cat wind & hail | | $ | 1,277 | | | 350 | | | Non-cat wind & hail | | $ | 1,293 | | | 294 | |
During the first quarter of 2022, the P&C segment was impacted by nine catastrophe events producing 360 policyholder claims totaling $1,687,000. In comparison, the P&C segment was impacted by six catastrophe events during the first quarter of 2021 from 369 claims totaling $1,736,000. During the first quarter of 2022, the P&C segment had reported losses from Cat 2211 totaling $436,000 from 111 claims and Cat 2220 totaling $413,000 from 54 claims. These cat events accounted for 50.3% of total reported losses from cat events during the first quarter of 2022 and added 5.9 percentage points to the first quarter 2022 P&C segment loss ratio. During the first quarter of 2021, the P&C segment had reported losses from Cat 2117 (winter storm) totaling $760,000 from 196 claims. This cat event accounted for 43.8% of total reported losses from cat events during the first quarter of 2021 and added 5.5 percentage points to the first quarter 2021 P&C segment loss ratio. Claims reported from all first quarter 2022 cat events contributed 11.8 percentage points to the first quarter 2022 P&C segment loss ratio. Claims reported from all first quarter 2021 cat events contributed 12.6 percentage points to the first quarter 2021 P&C segment loss ratio.
Non-catastrophe wind and hail claims reported in the first quarter of 2022 totaled $1,277,000 compared to non-catastrophe wind and hail claims reported in the first quarter of 2021 totaling $1,293,000; a decrease of $16,000. During the first quarter of 2022, the P&C segment had 350 non-cat wind and hail claims reported (an average of $3,600 per claim) compared to 294 non-cat wind and hail claims reported during the first quarter of 2021 (an average of $4,400 per claim). Non-cat wind and hail claims reported during the first quarter of 2022 accounted for 16.5% of total P&C segment incurred losses in the current year and added 8.9 percentage points to the 2022 P&C segment combined ratio. Non-cat wind and hail claims reported during the first quarter of 2021 accounted for 16.3% of total P&C segment incurred losses in 2021 and added 9.4 percentage points to the 2021 P&C segment combined ratio.
Reported fire losses in the first quarter of 2022 were up $262,000 or 8.0% compared to fire losses reported during the first quarter of 2021. The P&C segment had 103 fire losses reported in the first quarter of 2022 totaling $3,532,000 compared to 120 claims reported in the first quarter of 2021 totaling $3,270,000. The average cost per claim was $34,300 for fire losses reported in the first quarter of 2022 compared to $27,300 for fire losses reported in the first quarter of 2021. Fire losses reported during the first quarter of 2022 added 24.7 percentage points to the P&C segment combined ratio while fire losses reported during the first quarter of 2021 added 23.7 percentage points to the P&C segment combined ratio.
Policy Acquisition Cost (Commissions and Amortization of Deferred Acquisition Cost):
For the three months ended March 31, 2022, policy acquisition costs were $3,090,000 compared to $3,107,000 for the same period last year; a decrease of $17,000. Policy acquisition costs consist of amortization of previously capitalized distribution costs and current commission payments to agents. As a percentage of premium revenue, policy acquisition costs were comparable at 19.9% in the first quarter of 2022 compared to 20.6% for the same period last year.
General Expenses:
General and administrative expenses were $2,119,000 in the first quarter of 2022 compared to $2,304,000 for the same period last year. As a percent of earned premium, general and administrative expenses were 13.7% and 15.3% at March 31, 2022 and 2021, respectively. The $185,000 decrease in general and administrative expenses, in the first quarter of 2022 compared to the first quarter of 2021, was due to a $458,000 reduction in costs associated with director's expenses, employee benefits and litigation expenses. Partially offsetting these decreases was a $155,000 increase in consulting fees in the first quarter of 2022 compared to the first quarter of 2021. The primary reason for the increase in consulting fees was expenses associated with the issuance of a fairness opinion.
Taxes, Licenses and Fees:
For the three months ended March 31, 2022, insurance taxes, licenses and fees were $770,000, compared to $536,000 for the same period in 2021; an increase of $234,000. The primary reason for the increase was a $155,000 credit received during the first quarter of 2021 that reduced prior year tax expense. No credit was received in the first quarter of 2022. As a percent of earned premium, insurance taxes, licenses and fees were 5.0% in the first quarter of 2022 and 3.6% in the first quarter of 2021.
Interest Expense:
Interest expense was comparable at $147,000 for the three months ended March 31, 2022, compared to $138,000 for the three months ended March 31, 2021.
Income Tax Expense:
For the three months ended March 31, 2022, the Company had income before income taxes of $1,315,000 compared to income before income taxes of $924,000 for the same period last year. The $352,000 tax expense for the first quarter of 2022 consisted of current tax expense of $63,000 and deferred tax expense of $289,000. The $202,000 tax expense for the first quarter of 2021 consisted of current tax benefit of $32,000 and deferred tax expense of $234,000. The effective tax rate for the first quarter of 2022 was 26.8% compared to 21.9% for the first quarter of 2021.
Net Income:
The Company ended the first quarter of 2022 with net income of $963,000 compared to net income of $722,000 for the same period last year. The primary factor contributing to the $241,000 increase was the $453,000 increase in net premiums earned coupled with the $511,000 decrease in policyholder benefits and settlement expenses, primarily in the P&C segment, discussed in detail in the preceding commentary in this discussion. The increase in net premiums earned and reduction in claims was offset by a $582,000 decline in investment gains during the first quarter of 2022 compared to the same period last year.
Liquidity and Capital Resources:
Due to regulatory restrictions, the majority of the Company's cash is required to be invested primarily in investment-grade securities to provide protection for policyholders. The liabilities of the property and casualty insurance subsidiaries are of various terms, and therefore, those subsidiaries invest in securities with various effective maturities spread over periods usually not exceeding 10 years with an average portfolio duration typically of less than 5 years. The liabilities of the life insurance subsidiary are typically of a longer duration, and therefore, a higher percentage of securities in the life insurance subsidiary are invested for periods exceeding 10 years.
The liquidity requirements for the Company are primarily met by funds generated from operations of the life insurance and property and casualty insurance subsidiaries. All operations and virtually all investments are maintained by the insurance subsidiaries. Premium and investment income as well as maturities and sales of invested assets provide the primary sources of cash for both the life and property/casualty businesses, while applications of cash are applied by both businesses to the payment of policy benefits, the cost of acquiring new business (principally commissions), operating expenses, purchases of new investments, and in the case of life insurance, policy loans.
Virtually all invested assets of the Company are held in the insurance subsidiaries. As of March 31, 2022, the contractual maturity schedule for all bonds and notes held by the Company, stated at amortized cost, was as follows:
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($ in thousands)
Maturity | | Available- for-Sale | | Held-to-Maturity | | Total | | Percentage of Total |
Maturity in less than 1 year | | $ | 3,103 | | | $ | — | | | $ | 3,103 | | | 3.34 | % |
Maturity in 1-5 years | | 20,896 | | | 6 | | | 20,902 | | | 22.52 | % |
Maturity in 5-10 years | | 21,688 | | | 3 | | | 21,691 | | | 23.37 | % |
Maturity after 10 years | | 46,549 | | | 572 | | | 47,121 | | | 50.77 | % |
| | $ | 92,236 | | | $ | 581 | | | $ | 92,817 | | | 100.00 | % |
It should be noted that the above table represents maturities based on stated/contractual maturity. Due to call and prepayment features inherent in some fixed maturity securities, actual repayment, or effective maturities, will differ from stated maturities. The Company routinely evaluates the impact of changing interest rates on the projected maturities of bonds in the portfolio and actively manages the portfolio in order to minimize the impact of interest rate risk. However, due to other factors, both regulatory and those associated with good investment management practices associated with asset/liability matching, we do have exposure to changes in market values of securities due to changes in interest rates. Currently, a 100 basis point immediate increase in interest rates would generate approximately a $4,866,000, or 5.4%, decline in the market value of fixed maturity investments. Alternatively, a 100 basis point decrease in interest rates will generate approximately $4,865,000, or 5.4%, increase in market value of fixed income investments. Management has attempted, to the extent possible, to reduce risk in a rising rate environment. However, due to asset/liability matching requirements, particularly in the life subsidiary portfolio, interest rate risk can not be eliminated and exposure to market volatility can cause some variability in our accumulated other comprehensive income, total return on investments, total shareholders' equity and book value per share.
At March 31, 2022, the Company had aggregate equity capital, unrealized investment gains (net of income taxes) and retained earnings of $40,339,000, down $3,463,000, compared to $43,802,000 at December 31, 2021. During the three months ended March 31, 2022, components of the change in shareholders' equity included net income of $963,000, a comprehensive loss due to changes in value of fixed maturity securities of $4,274,000 and cash dividends paid totaling $152,000.
As discussed above, changing interest rates can have a significant impact on the market value of fixed maturity investments. Fixed maturity securities classified as available-for-sale increase the liquidity resources of the Company as they can be sold at any time to pay claims or meet other Company obligations. However, these securities are required to be carried at market value with net of tax change in accumulated unrealized gains and losses directly impacting shareholder's equity. While the increase in interest rates causes near term declines in the value of fixed income securities, we are able to reap the benefit of reinvesting at higher rates as current fixed income investments are called, amortized (mortgage backed securities) or reach contractual maturity. Over the next twelve months, based on cash flow projection modeling that considers such factors as anticipated principal payments on mortgage backed securities, likelihood of call provisions being enacted and regular contractual maturities, we expect approximately 6.1% of our current fixed income portfolio to be reinvested or otherwise available to meet Company obligations.
The Company, primarily through its insurance subsidiaries, had $12,941,000 in cash and cash equivalents at March 31, 2022, compared to $17,242,000 at March 31, 2021. Cash provided by operating activities increased cash by $3,131,000 during the three months ended March 31, 2022. The increase in cash from operating activities in the first quarter of 2022 was primarily related to net income for the period coupled with the collection of receivables and a decrease in claims paid. Cash provided by operating activities increased cash by $4,976,000 for
the three months ended March 31, 2021. The increase in cash from operating activities was primarily related to reinsurance recoveries on paid losses related to 2020 hurricane events and net income for the period. Net cash used in investing activities totaled $83,000 for the three months ended March 31, 2022, compared to cash used in investing activities of $7,480,000 in 2021. The decrease in cash from investing activities during the three months ended March 31, 2022 was related to reinvestment of cash on hand from maturities of fixed maturity securities. Net cash used in investing activities in 2021 was related to reinvestment of cash on hand from maturities of fixed maturity securities and reinsurance recoveries. Net cash used in financing activities totaled $141,000 for the three months ended March 31, 2022 and 2021. During the three months ended March 31, 2022 and 2021, the Company paid $152,000 in dividends to shareholders.
The Holding Company had $2,407,000 in cash at March 31, 2022. The Holding Company primarily relies on cash from subsidiaries to meet its obligations, including payment of dividends to shareholders along with interest and principal on outstanding debt. Without consideration of the impact of the pending acquisition by VR Insurance Holdings, the Holding Company currently has adequate liquidity on hand to meet its anticipated obligations through at least the next 18 months without additional dividend payments from subsidiaries. Cash and cash equivalents held by subsidiaries at March 31, 2022 totaled $10,534,000.
The Company had a total of $12,693,000 of long-term debt outstanding as of March 31, 2022, compared to $12,690,000 at December 31, 2021, which includes $12,372,000 in trust preferred securities issued by the Company in addition to the installment note. Current year and prior year amounts were reduced by the unamortized portion of the placement fees associated with the issuance of the trust preferred securities, $179,000 and $182,000, respectively.
The ability of the Company to meet its commitments for timely payment of claims and other expenses depends, in addition to current cash flow, on the liquidity of its investments. The Company has limited exposure to below investment grade fixed income investments, which might be especially subject to liquidity limitations due to thinly traded markets.
The Company's liquidity requirements are primarily met by funds provided from operations of the insurance subsidiaries. The Company receives funds from its subsidiaries through payment of dividends, management fees, reimbursements for federal income taxes and reimbursement of expenses incurred at the corporate level for the subsidiaries. These funds are used to pay stockholder dividends, principal and interest on debt, corporate administrative expenses, federal income taxes, and for funding investments in the subsidiaries. The Company has no separate source of revenue other than dividends and fees from the insurance subsidiaries. Also, dividends from the insurance subsidiaries are subject to regulatory restrictions and, therefore, are limited depending on capital levels and earnings of the subsidiaries.
Our insurance subsidiaries are the primary source of dividends to the holding company. Consideration of insurance subsidiary growth opportunities, regulatory capital adequacy, rating agency impact and holding company debt reduction, among other items, are factors that influence our subsidiary dividend requirements. While we have made significant progress in recent years, continued strengthening capital levels in the insurance subsidiaries and reduction of debt remains a top priority. However, a decline in combined regulatory capital in our insurance subsidiaries in 2020, primarily due to increased catastrophe loss frequency in our P&C subsidiary, will limit our ability to prepay any debt obligations beyond what is required for over the next two years.
Dividends paid to the holding company from the insurance subsidiaries are subject to regulatory restrictions and prior approval of the Alabama Department of Insurance. As disclosed in Note 12 to the audited Consolidated Financial Statements included in our 2021 Annual Report on Form 10-K, the amount that The National Security Group's insurance subsidiaries can transfer in the form of dividends to the parent company during 2022 is statutorily limited to $1,097,000 in the life insurance subsidiary and $3,541,000 in the property/casualty insurance subsidiary. Dividends are limited to the greater of net income (operating income for life subsidiary) or 10% of statutory capital, and regulators consider dividends paid within the preceding twelve months when calculating the available dividend capacity. Therefore, all of the above referenced dividend capacity will not be available for consideration of payment until dividends paid in the preceding twelve months have been considered on a rolling basis. The Company also has to continuously evaluate other factors such as subsidiary operating performance, subsidiary capital requirements and potential impact by rating agencies in making decisions on how much capital can be released from insurance subsidiaries for payment of dividends to the holding company. These factors are considered along with the goal of growing year over year statutory surplus in the subsidiaries, and these considerations along with potential adverse impacts on regulatory surplus, will likely lead to dividend payments to the holding company
substantially below the above referenced regulatory maximums. The Company did not receive any dividends from its subsidiaries during the three months ended March 31, 2022.
The Company’s subsidiaries require cash in order to fund policy acquisition costs, claims, other policy benefits, interest expense, general expenses, and dividends to the Company. Premium and investment income, as well as maturities, calls, and sales of invested assets, provide the primary sources of cash for both subsidiaries. A significant portion of the Company’s investment portfolio, which is held by the insurance subsidiaries, consists of readily marketable securities, which can be sold for cash.
The Company continues to monitor liquidity and subsidiary capital closely. Despite periods with challenging weather patterns in the property and casualty subsidiaries over the past six years, the insurance subsidiaries are well capitalized. However, further strengthening of subsidiary capital and improvement in P&C underwriting profitability are top priorities for Company management.
Except as discussed above, the Company is unaware of any known trends, events, or uncertainties reasonably likely to have a material effect on its liquidity, capital resources, or operations. Additionally, the Company has not been made aware of any recommendations of regulatory authorities, which if implemented, would have such an effect.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Under smaller reporting company rules we are not required to disclose information required under Item 3. However, in order to provide information to our investors, we have elected to provide information related to market risk.
The Company's primary objectives in managing its investment portfolio are to maximize investment income and total investment returns while minimizing overall credit risk. Investment strategies are developed based on many factors including changes in interest rates, overall market conditions, underwriting results, regulatory requirements and tax position. Investment decisions are made by management and reviewed by the Board of Directors. Market risk represents the potential for loss due to adverse changes in fair value of securities. The three potential risks related to the Company's fixed maturity portfolio are interest rate risk, prepayment risk and default risk. The primary risk related to the Company's equity portfolio is equity price risk.
Since the Company's assets and liabilities are largely monetary in nature, the Company's financial position and earnings are subject to risks resulting from changes in interest rates at varying maturities, changes in spreads over U.S. Treasuries on new investment opportunities and changes in the yield curve and equity pricing risks.
The Company is exposed to equity price risk on its equity securities. The Company holds common stock with a fair value of $4,083,000. Our portfolio has historically been highly correlated to the S&P 500 with regard to market risk. Based on an evaluation of the historical risk measure of our portfolio relative to the S&P 500, if the market value of the S&P 500 Index decreased 10% from its March 31, 2022 value, the fair value of the Company's common stock investments would decrease by approximately $408,000.
Certain fixed interest rate market risk sensitive instruments may not give rise to incremental income or loss during the period illustrated but may be subject to changes in fair values. Note 4 in the Condensed Consolidated Financial Statements present additional disclosures concerning fair values of Financial Assets and Financial Liabilities and are incorporated by reference herein.
The Company limits the extent of its market risk by purchasing securities that are backed by entities considered to be financially stable, the majority of the assets are issued by U.S. government sponsored entities or corporate entities with debt considered to be "investment grade".
The Company's investment approach in the equity markets is based primarily on a fundamental analysis of value. This approach requires the investment committee to invest in well managed, primarily dividend paying companies, which have a low debt to capital ratio, above average return on capital for a sustained period of time, and low volatility rating (beta) relative to the market. The dividends provide a steady cash flow to help pay current claim liabilities, and it has been the Company's experience that by following this investment strategy, long-term investment results have been superior to those offered by bonds, while keeping the risk of loss of capital to a minimum relative to the overall equity market.
As for shifts in investment allocations, the Company has used improved cash flows from insurance operations to increase allocations to fixed maturity securities in order to limit volatility of statutory capital of the insurance subsidiaries.
It should be noted that the impact of the COVID-19 pandemic has added a new element of uncertainty surrounding market risk in our investment portfolio. While we are optimistic that the direct risk due to COVID-19 is waning, the extent of short and long term economic damage and political policy resulting from the pandemic remains unclear. The increased risk associated with the COVID-19 pandemic continues to be difficult to quantify due to these uncertainties.
Item 4. Controls and Procedures
Our management carried out an evaluation, with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2022. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.
There has not been any change in our internal control over financial reporting in connection with the evaluation required by Rule 13A-15(d) under the Exchange Act that occurred during the three months ended March 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.