Net increase (decrease) in cash and cash equivalents
5,385
(6,188)
Cash and cash equivalents at beginning of year
26,997
22,973
Cash and cash equivalents at end of period
$
32,382
16,785
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
During the nine months ended September 30, 2024 and 2023, various fixed maturity issuers exchanged securities with book values of $3.7 million and $5.4 million, respectively, for securities of equal value.
The Company had $0.3 million of net unsettled security trades at September 30, 2023 and none at September 30, 2024.
The Company recognized $36 thousand right-of-use assets in exchange for new operating lease liabilities during the nine months ended September 30, 2023 and none during the nine months ended September 30, 2024.
See accompanying Notes to Consolidated Financial Statements.
The consolidated financial statements include the accounts and operations of Citizens, Inc. ("Citizens" or the "Company"), a Colorado corporation, and its wholly-owned subsidiaries, CICA Life Insurance Company of America ("CICA Domestic"), CICA Life Ltd. ("CICA Bermuda"), Security Plan Life Insurance Company ("SPLIC"), Security Plan Fire Insurance Company ("SPFIC"), Magnolia Guaranty Life Insurance Company ("MGLIC"), Computing Technology, Inc. ("CTI"), Nexo Global Services LLC, a Puerto Rico holding company ("Nexo") and its wholly-owned subsidiaries, CICA Life A.I., a Puerto Rico company ("CICA International") and Nexo Enrollment Services LLC, a Puerto Rico service company ("NES"). All significant inter-company accounts and transactions have been eliminated. Citizens and its wholly-owned subsidiaries are collectively referred to as the "Company," "it," "we," "us" or "our".
The consolidated balance sheet as of September 30, 2024, the consolidated statements of operations and comprehensive income (loss) and stockholders' equity for the three and nine months ended September 30, 2024 and September 30, 2023 and the consolidated statements of cash flows for the nine months ended September 30, 2024 and September 30, 2023 have been prepared by the Company without audit and are not subject to audit. In the opinion of management, all normal and recurring adjustments to present fairly the financial position, results of operations, and changes in cash flows at September 30, 2024 and for comparative periods have been made. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission ("SEC"). Accordingly, the consolidated financial statements do not include all the information and footnotes required for complete financial statements and should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 ("Form 10-K"). Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.
Our Life Insurance segment operates through CICA Domestic and CICA International.
CICA Domestic. Prior to July 1, 2023, our domestic life insurance business operated through CICA Domestic and Citizens National Life Insurance Company ("CNLIC"). CNLIC merged into CICA Domestic on July 1, 2023. CICA Domestic issues primarily ordinary whole life, final expense and life products with living benefits throughout the U.S.
CICA International. Until December 31, 2022, our international life insurance business operated through CICA Bermuda. Beginning January 1, 2023, all new international policies are issued by CICA International and on August 31, 2023, CICA Bermuda transferred all of its insurance in force business to CICA International. CICA International offers U.S. dollar-denominated products to non-U.S. residents/citizens internationally, including endowment products, which are principally accumulation contracts that incorporate an element of life insurance protection and ordinary whole life insurance. These contracts are designed to provide a fixed amount of insurance coverage over the life of the insured and may utilize rider benefits to provide additional increasing or decreasing coverage and annuity benefits to enhance accumulations.
NES provides services to policyholders of CICA International.
Our Home Service Insurance segment operates through our subsidiaries SPLIC and MGLIC, and focuses on the life insurance needs of the middle- and lower-income markets in Louisiana, Mississippi and Arkansas. Our products in this segment consist primarily of small face amount ordinary whole life, industrial life and pre-need policies, which are designed to fund final expenses for the insured, primarily consisting of funeral and burial costs. SPLIC also issues critical illness policies. Prior to June 30, 2023, SPFIC issued dwelling and contents property insurance policies. As of June 30, 2023, we ceased all operations for SPFIC.
CTI provides data processing systems and services to the Company.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with U.S. 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. Actual results could differ materially from these estimates.
Significant estimates include those used in the evaluation of credit losses on fixed maturity securities, valuation allowances on deferred tax assets, actuarially determined assets and liabilities and assumptions and contingencies related to litigation and regulatory matters. Certain of these estimates are particularly sensitive to market conditions, and deterioration and/or volatility in the worldwide debt or equity markets could have a material impact on the consolidated financial statements.
SIGNIFICANT ACCOUNTING POLICIES
For a description of all significant accounting policies, see Part IV, Item 15, Note 1. Summary of Significant Accounting Policies in the notes to our consolidated financial statements included in our Form 10-K, which should be read in conjunction with these accompanying consolidated financial statements.
(2) ACCOUNTING PRONOUNCEMENTS
ACCOUNTING STANDARDS NOT YET ADOPTED
On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This amendment expands a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and requiring other new disclosures. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is available. As the ASU only requires additional disclosures about the Company's operating segments, the impact to the consolidated financial statements will be minimal.
On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures.The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the state and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024 and early adoption and retrospective application are permitted. The Company is currently evaluating the impact of adopting this pronouncement on the consolidated financial statements.
No other new accounting pronouncements issued or effective during the year had, or is expected to have, a material impact on our consolidated financial statements.
The Company invests primarily in fixed maturity securities, which totaled 86.2% of total cash and invested assets at September 30, 2024, as shown below.
Carrying Value
(In thousands, except for %)
September 30, 2024
December 31, 2023
Amount
%
Amount
%
Cash and invested assets:
Fixed maturity securities
$
1,273,497
86.2
%
1,238,981
86.7
%
Equity securities
5,716
0.4
5,282
0.4
Policy loans
72,463
4.9
75,359
5.3
Other long-term investments
93,433
6.3
82,725
5.8
Cash and cash equivalents
32,382
2.2
26,997
1.8
Total cash and invested assets
$
1,477,491
100.0
%
1,429,344
100.0
%
The following tables represent the amortized cost, gross unrealized gains and losses and fair value of fixed maturity securities as of the dates indicated.
The Company's investments in equity securities are shown below.
Fair Value
(In thousands)
September 30, 2024
December 31, 2023
Equity securities:
Bond mutual funds
$
766
740
Common stocks
774
665
Non-redeemable preferred stock
8
7
Non-redeemable preferred stock fund
4,168
3,870
Total equity securities
$
5,716
5,282
VALUATION OF INVESTMENTS
Available-for-sale ("AFS") fixed maturity securities are reported in the consolidated financial statements at fair value. Equity securities are measured at fair value with the change in fair value recorded through net income. The Company recognized net investment related gains of $0.4 million for both the three and nine months ended September 30, 2024, respectively, on equity securities held. The Company recognized net investment related losses of $0.4 million and $0.3 million for the three and nine months ended September 30, 2023, respectively.
The Company considers several factors in its review and evaluation of individual investments, using the process described in Part IV, Item 15, Note 2. Investments in the notes to the consolidated financial statements of our Form 10-K to determine whether a credit valuation loss exists. For the three and nine months ended September 30, 2024 and 2023, the Company recorded no credit valuation losses on fixed maturity securities.
For fixed maturity security investments that have unrealized losses as of September 30, 2024 and December 31, 2023, the gross unrealized losses and related fair values that have been in a continuous unrealized loss position by timeframe are as follows.
In each category of our fixed maturity securities described above, we do not intend to sell our investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. As of September 30, 2024 and December 31, 2023, 99.2% and 99.4% of the fair value of our fixed maturity securities portfolio, respectively, were rated investment grade. While the losses are currently unrealized, we continue to monitor all fixed maturity securities on an on-going basis as future information may become available which could result in an allowance being recorded.
These unrealized losses on fixed maturity securities are due to noncredit-related factors, including change in credit spreads and rising interest rates since purchase, which have little bearing on the recoverability of our investments, hence they are not recognized as credit losses. The fair value is expected to recover as the securities approach maturity or if market yields for such investments decline.
The amortized cost and fair value of fixed maturity securities at September 30, 2024 by contractual maturity are shown in the table below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date have been reflected based upon final stated maturity.
September 30, 2024
Amortized Cost
Fair Value
(In thousands)
Fixed maturity securities:
Due in one year or less
$
13,425
13,375
Due after one year through five years
136,629
137,256
Due after five years through ten years
276,325
277,228
Due after ten years
965,201
845,638
Total fixed maturity securities
$
1,391,580
1,273,497
The Company uses the specific identification method of the individual security to determine the cost basis used in the calculation of realized gains and losses related to security sales.
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Fixed maturity securities, available-for-sale:
Proceeds
$
—
9,446
4,659
13,690
Gross realized gains
$
—
38
91
43
Gross realized losses
$
—
436
196
453
(4) FAIR VALUE MEASUREMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We hold AFS fixed maturity securities, which are carried at fair value with changes in fair value reported through other comprehensive income (loss). We also report our equity securities and certain other long-term investments at fair value with changes in fair value reported through the consolidated statements of operations and comprehensive income (loss).
Fair value measurements are generally based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We utilize valuation techniques that maximize the use of
observable inputs and minimize the use of unobservable inputs. All assets and liabilities carried at fair value are required to be classified and disclosed in one of the following three categories.
•Level 1 - Quoted prices for identical instruments in active markets.
•Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs or whose significant value drivers are observable.
•Level 3 - Instruments whose significant value drivers are unobservable.
Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as U.S. Treasury securities and actively traded mutual fund and stock investments.
Level 2 includes those financial instruments that are valued by independent pricing services or broker quotes. These pricing models are primarily industry-standard models that consider various inputs, such as interest rates, credit spreads and foreign exchange rates for the underlying financial instruments. All significant inputs are observable or derived from observable information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace. Financial instruments in this category primarily include corporate securities, U.S. Government-sponsored enterprise securities, securities issued by states and political subdivisions and certain mortgage and asset-backed securities.
Level 3 is comprised of financial instruments whose fair value is estimated based on non-binding broker prices utilizing significant inputs not based on or corroborated by readily available market information. We have no investments in this category.
The following tables set forth our assets measured at fair value on a recurring basis as of the dates indicated.
September 30, 2024
Level 1
Level 2
Level 3
Total Fair Value
(In thousands)
Financial assets:
Fixed maturity securities, available-for-sale:
U.S. Treasury and U.S. Government-sponsored enterprises
$
6,086
3,667
—
9,753
States and political subdivisions
—
278,213
—
278,213
Corporate
47
832,577
—
832,624
Commercial mortgage-backed
—
267
—
267
Residential mortgage-backed
—
99,197
—
99,197
Asset-backed
—
53,443
—
53,443
Total fixed maturity securities, available-for-sale
6,133
1,267,364
—
1,273,497
Equity securities:
Bond mutual funds
766
—
—
766
Common stocks
774
—
—
774
Non-redeemable preferred stock
8
—
—
8
Non-redeemable preferred stock fund
4,168
—
—
4,168
Total equity securities
5,716
—
—
5,716
Other long-term investments (1)
—
—
—
93,167
Total financial assets
$
11,849
1,267,364
—
1,372,380
(1) In accordance with Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient are not classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.
U.S. Treasury and U.S. Government-sponsored enterprises
$
6,062
3,653
—
9,715
States and political subdivisions
—
287,231
—
287,231
Corporate
43
787,564
—
787,607
Commercial mortgage-backed
—
171
—
171
Residential mortgage-backed
—
97,123
—
97,123
Asset-backed
—
57,134
—
57,134
Total fixed maturity securities, available-for-sale
6,105
1,232,876
—
1,238,981
Equity securities:
Bond mutual funds
740
—
—
740
Common stocks
665
—
—
665
Non-redeemable preferred stock
7
—
—
7
Non-redeemable preferred stock fund
3,870
—
—
3,870
Total equity securities
5,282
—
—
5,282
Other long-term investments (1)
—
—
—
82,460
Total financial assets
$
11,387
1,232,876
—
1,326,723
(1) In accordance with Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient are not classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.
FINANCIAL INSTRUMENTS VALUATION
FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE
Fixed maturity securities, available-for-sale. At September 30, 2024, fixed maturity securities, valued using a third-party pricing source, totaled $1.3 billion for Level 2 assets and comprised 92.3% of total reported fair value of our financial assets. The Level 1 and Level 2 valuations are reviewed and updated quarterly through testing by comparisons to separate pricing models, other third-party pricing services, and back tested to recent trades. In addition, we obtain information annually relative to the third-party pricing models and review model parameters for reasonableness. There were no Level 3 assets at September 30, 2024. As of September 30, 2024, there were no material changes to the valuation methods or assumptions used to determine fair values, and no broker or third-party prices were changed from the values received.
Equity securities. Our equity securities are classified as Level 1 assets as their fair values are based upon quoted market prices.
Limited partnerships. The Company considers the net asset value ("NAV") to represent the value of the investment fund and is measured by the total value of assets minus the total value of liabilities. The following table includes information related to our investments in limited partnerships that calculate NAV per share. For these investments, which are measured at fair value on a recurring basis, we use the NAV per share to measure fair value. The Company recognized net investment related gains of $0.5 million and $1.8 million for the three and nine months ended September 30, 2024, respectively, and losses of $0.1 million and gains of $0.2 million on limited partnerships
held for the three and nine months ended September 30, 2023, respectively. These investments are included in other long-term investments on the consolidated balance sheets.
September 30, 2024
December 31, 2023
(In thousands, except for years)
Fair Value Using NAV Per Share
Unfunded Commit- ments
Range
(In years)
Fair Value Using NAV Per Share
Unfunded Commit- ments
Range
(In years)
Description
Limited partnerships:
Middle market
Investments in privately-originated, performing senior secured debt primarily in North America-based companies
$
34,832
1,669
3
$
34,858
3,452
4
Global equity fund
Investments in common stocks of U.S., international developed and emerging markets with a focus on long-term capital growth
11,908
—
0
10,345
—
0
Late-stage growth
Investments in private late-stage, established companies seeking capital to accelerate growth prior to an IPO or sale
25,431
10,102
4 to 6
20,524
14,271
4 to 6
Infrastructure
Investments in environmental infrastructure and related technology, focusing on renewable power generation and distribution
20,996
6,345
9 to 11
16,733
9,576
10
Total limited partnerships
$
93,167
18,116
$
82,460
27,299
The majority of our limited partnership investments are not redeemable because distributions from the funds will be received when the underlying investments of the funds are liquidated. The life spans indicated above may be shortened or extended at the fund manager's discretion, typically in one or two-year increments. The global equity fund is redeemable monthly.
FINANCIAL INSTRUMENTS NOT CARRIED AT FAIR VALUE
Estimates of fair values are made at a specific point in time, based on relevant market prices and information about the financial instruments. The estimated fair values of financial instruments presented below are not necessarily indicative of the amounts the Company might realize in actual market transactions.
The carrying amount and fair value for the financial assets and liabilities on the consolidated financial statements not otherwise disclosed for the periods indicated were as follows:
September 30, 2024
December 31, 2023
(In thousands)
Carrying Value
Fair Value
Carrying Value
Fair Value
Financial assets:
Policy loans
$
72,463
72,463
75,359
75,359
Residential mortgage loan
35
36
42
42
Cash and cash equivalents
32,382
32,382
26,997
26,997
Financial liabilities:
Annuity - investment contracts
68,077
63,468
67,690
63,283
Policy loans. Policy loans had a weighted average annual interest rate of 7.7% at both September 30, 2024 and December 31, 2023 and no specified maturity dates. The aggregate fair value of policy loans approximates the
carrying value reflected on the consolidated balance sheets. Policy loans are an integral part of the life insurance policies we have in force, cannot be valued separately and are not marketable. Therefore, the fair value of policy loans approximates the carrying value and policy loans are considered Level 3 assets in the fair value hierarchy.
Residential mortgage loan. This mortgage loan is secured by a residential property. The interest rate for this loan was 7.0% at both September 30, 2024 and December 31, 2023. At September 30, 2024, the remaining loan matures in four years. Management estimated the fair value using an annual interest rate of 6.25% at both September 30, 2024 and December 31, 2023. Our mortgage loan is considered a Level 3 asset in the fair value hierarchy and is included in other long-term investments on the consolidated balance sheets.
Cash and cash equivalents. The fair value of cash and cash equivalents approximates carrying value and are characterized as Level 1 assets in the fair value hierarchy.
Annuity liabilities. The fair value of the Company's liabilities under annuity contracts, which are considered Level 3 liabilities, was estimated at September 30, 2024 and December 31, 2023 using discounted cash flows based upon spot rates adjusted for various risk adjustments ranging from 3.40% to 4.40% and 3.80% to 4.50%, respectively. The fair value of liabilities under all insurance contracts are taken into consideration in the overall management of interest rate risk, which seeks to minimize exposure to changing interest rates through the matching of investment maturities with amounts due under insurance contracts.
Other long-term investments.Financial instruments included in other long-term investments are classified in various levels of the fair value hierarchy. The following table summarizes the carrying amounts of these investments.
Carrying Value
(In thousands)
September 30, 2024
December 31, 2023
Other long-term investments:
Limited partnerships
$
93,167
82,460
FHLB common stock
210
202
Mortgage loans
35
42
All other investments
21
21
Total other long-term investments
$
93,433
82,725
We are a member of the Federal Home Loan Bank ("FHLB") of Dallas and such membership requires members to own stock in the FHLB. Our FHLB stock is carried at amortized cost, which approximates fair value.
(5) DEFERRED POLICY ACQUISITION COSTS AND COST OF INSURANCE ACQUIRED
DAC
The following tables roll forward the DAC and COIA balances for the nine months ended September 30, 2024 and 2023 by reporting cohort. Our reporting cohorts are Permanent, which summarizes insurance policies with premiums payable over the lifetime of the policy, and Permanent Limited Pay, which summarizes insurance policies
with premiums payable for a limited time after which the policy is fully paid up. Both reporting cohorts include whole life and endowment policies.
Nine Months Ended September 30, 2024
(In thousands)
Permanent
Permanent Limited Pay
Other Business
Total
Life Insurance:
Balance, beginning of year
$
105,552
14,075
1,213
120,840
Capitalizations
21,792
2,220
250
24,262
Amortization expense
(9,763)
(740)
(278)
(10,781)
Balance, end of period
117,581
15,555
1,185
134,321
Home Service Insurance:
Balance, beginning of year
43,280
10,564
1,084
54,928
Capitalizations
3,973
892
177
5,042
Amortization expense
(1,698)
(323)
(2)
(2,023)
Balance, end of period
45,555
11,133
1,259
57,947
Consolidated:
Balance, beginning of year
148,832
24,639
2,297
175,768
Capitalizations
25,765
3,112
427
29,304
Amortization expense
(11,461)
(1,063)
(280)
(12,804)
Balance, end of period
$
163,136
26,688
2,444
192,268
Nine Months Ended September 30, 2023
(In thousands)
Permanent
Permanent Limited Pay
Other Business
Total
Life Insurance:
Balance, beginning of year
$
100,926
11,542
1,016
113,484
Capitalizations
11,220
2,385
353
13,958
Amortization expense
(8,859)
(586)
(197)
(9,642)
Balance, end of period
103,287
13,341
1,172
117,800
Home Service Insurance:
Balance, beginning of year
38,793
9,729
921
49,443
Capitalizations
5,026
865
185
6,076
Amortization expense
(1,542)
(295)
(65)
(1,902)
Balance, end of period
42,277
10,299
1,041
53,617
Consolidated:
Balance, beginning of year
139,719
21,271
1,937
162,927
Capitalizations
16,246
3,250
538
20,034
Amortization expense
(10,401)
(881)
(262)
(11,544)
Balance, end of period
$
145,564
23,640
2,213
171,417
DAC capitalization increased for the nine months ended September 30, 2024, compared to the same prior year period mainly from increased commissions from higher first year sales in our Life Insurance segment.
The following tables summarize balances of and changes in the liability for future policy benefits for our reporting cohorts: Permanent, which summarizes insurance policies with premiums payable over the lifetime of the policy,
and Permanent Limited Pay, which summarizes insurance policies with premiums payable for a limited time after which the policy is fully paid up. Both reporting cohorts include whole life and endowment policies.
September 30, 2024
(In thousands)
Life Insurance
Home Service Insurance
Permanent
Permanent Limited Pay
Total
Permanent
Permanent Limited Pay
Total
Present Value of Expected Net Premiums:
Balance, beginning of year
$
244,917
13,260
258,177
98,831
14,926
113,757
Beginning balance at original discount rate
252,426
13,533
265,959
102,045
15,512
117,557
Effect of changes in cash flow assumptions
17,731
274
18,005
(462)
21
(441)
Effect of actual variances from expected experience
(12,203)
973
(11,230)
(5,784)
(3,526)
(9,310)
Adjusted beginning of year balance
257,954
14,780
272,734
95,799
12,007
107,806
Issuances
74,426
2,249
76,675
11,412
1,853
13,265
Interest accrual
8,342
380
8,722
3,193
394
3,587
Net premiums collected
(36,066)
(2,420)
(38,486)
(9,116)
892
(8,224)
Derecognition and other
(5,530)
92
(5,438)
317
57
374
Ending balance at original discount rate
299,126
15,081
314,207
101,605
15,203
116,808
Effect of changes in discount rates
(1,303)
(43)
(1,346)
(2,042)
(325)
(2,367)
Balance, end of period
$
297,823
15,038
312,861
99,563
14,878
114,441
Present Value of Expected Future Policy Benefits:
Balance, beginning of year
$
973,350
195,122
1,168,472
211,946
122,784
334,730
Beginning balance at original discount rate
995,962
202,755
1,198,717
217,524
123,941
341,465
Effect of changes in cash flow assumptions
18,320
734
19,054
(502)
(1,078)
(1,580)
Effect of actual variances from expected experience
(9,656)
2,916
(6,740)
(5,880)
(1,692)
(7,572)
Adjusted beginning of year balance
1,004,626
206,405
1,211,031
211,142
121,171
332,313
Issuances
75,132
2,352
77,484
11,407
1,858
13,265
Interest accrual
33,624
6,185
39,809
7,233
4,305
11,538
Benefit payments
(67,441)
(13,281)
(80,722)
(11,399)
(4,286)
(15,685)
Derecognition and other
(6,642)
16
(6,626)
301
51
352
Ending balance at original discount rate
1,039,299
201,677
1,240,976
218,684
123,099
341,783
Effect of changes in discount rates
(8,395)
(6,067)
(14,462)
(5,797)
(2,493)
(8,290)
Balance, end of period
$
1,030,904
195,610
1,226,514
212,887
120,606
333,493
Net liability for future policy benefits
$
733,081
180,572
913,653
113,324
105,728
219,052
Less: Reinsurance recoverable
1,308
—
1,308
—
—
—
Net liability for future policy benefits, after reinsurance recoverable
$
731,773
180,572
912,345
113,324
105,728
219,052
The Company performed its annual review of policy benefit reserves assumptions in the third quarter of 2024 and recorded the effects of changes in its cash flow assumptions, which resulted in a net increase in future policy benefit
reserves, primarily driven by mortality and lapse assumptions that better reflect emerging experience for the new CICA Domestic block of business.
For the nine months ended September 30, 2024, the Life Insurance segment increased reserves compared to the same period in 2023 due to the unfavorable impact of actual versus expected experience related to mortality and lapses. There was little impact to the Home Service Insurance segment resulting from actual to expected experience for the nine months ended September 30, 2024 and 2023.
September 30, 2023
(In thousands)
Life Insurance
Home Service Insurance
Permanent
Permanent Limited Pay
Total
Permanent
Permanent Limited Pay
Total
Present Value of Expected Net Premiums:
Balance, beginning of year
$
235,228
10,209
245,437
93,508
13,255
106,763
Beginning balance at original discount rate
247,601
10,682
258,283
100,225
14,394
114,619
Effect of changes in cash flow assumptions
(210)
38
(172)
(343)
85
(258)
Effect of actual variances from expected experience
4,156
1,059
5,215
(5,631)
(4,477)
(10,108)
Adjusted beginning of year balance
251,547
11,779
263,326
94,251
10,002
104,253
Issuances
20,918
2,608
23,526
13,854
3,107
16,961
Interest accrual
6,897
248
7,145
3,019
348
3,367
Net premiums collected
(31,480)
(2,004)
(33,484)
(8,909)
2,019
(6,890)
Derecognition and other
567
240
807
475
113
588
Ending balance at original discount rate
248,449
12,871
261,320
102,690
15,589
118,279
Effect of changes in discount rates
(16,380)
(501)
(16,881)
(9,438)
(1,397)
(10,835)
Balance, end of period
$
232,069
12,370
244,439
93,252
14,192
107,444
Present Value of Expected Future Policy Benefits:
Balance, beginning of year
$
947,415
195,612
1,143,027
200,351
116,356
316,707
Beginning balance at original discount rate
996,169
208,051
1,204,220
214,188
121,908
336,096
Effect of changes in cash flow assumptions
(389)
(702)
(1,091)
(257)
331
74
Effect of actual variances from expected experience
The following table reconciles the net liability for future policy benefits shown above to the liability for future policy benefits reported in the consolidated balance sheets.
September 30, 2024
September 30, 2023
(In thousands)
Life Insurance
Home Service Insurance
Consolidated
Life Insurance
Home Service Insurance
Consolidated
Life Insurance:
Permanent
$
731,773
113,324
845,097
682,693
100,332
783,025
Permanent limited pay
180,572
105,728
286,300
172,086
96,799
268,885
Deferred profit liability
29,572
29,158
58,730
27,616
26,138
53,754
Other
32,426
14,320
46,746
28,011
13,926
41,937
Total life insurance
974,343
262,530
1,236,873
910,406
237,195
1,147,601
Accident & Health:
Other
586
412
998
596
281
877
Total future policy benefit reserves
$
974,929
262,942
1,237,871
911,002
237,476
1,148,478
The following table provides the amount of undiscounted and discounted expected gross premiums and expected future benefit payments for long-term duration contracts.
The following tables summarize the amount of revenue and interest related to long-term duration contracts recognized in the consolidated statement of operations and comprehensive income (loss):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
(In thousands)
Gross Premiums
Interest Expense
Gross Premiums
Interest Expense
Gross Premiums
Interest Expense
Gross Premiums
Interest Expense
Life Insurance Segment:
Life Insurance:
Permanent
$
27,930
8,391
23,654
8,471
76,047
25,282
68,619
25,573
Permanent Limited Pay
3,395
2,269
3,555
2,308
11,067
6,739
11,333
6,811
Other
2,508
—
4,279
—
7,550
—
7,094
—
Less:
Reinsurance
1,828
—
392
—
3,559
—
1,452
—
Total, net of reinsurance
32,005
10,660
31,096
10,779
91,105
32,021
85,594
32,384
Accident & Health:
Other
197
—
53
—
565
—
537
—
Less:
Reinsurance
1
—
1
—
3
—
3
—
Total, net of reinsurance
196
—
52
—
562
—
534
—
Total
$
32,201
10,660
31,148
10,779
91,667
32,021
86,128
32,384
Home Service Insurance Segment:
Life Insurance:
Permanent
$
8,257
1,349
8,372
1,322
24,723
4,040
25,012
3,968
Permanent Limited Pay
1,837
1,636
2,154
1,599
5,905
4,894
6,425
4,777
Other
367
—
178
—
1,114
—
1,012
—
Less:
Reinsurance
5
—
6
—
24
—
23
—
Total, net of reinsurance
10,456
2,985
10,698
2,921
31,718
8,934
32,426
8,745
Accident & Health:
Other
256
—
244
—
762
—
667
—
Total
$
10,712
2,985
10,942
2,921
32,480
8,934
33,093
8,745
The following table provides the weighted-average durations of the liability for future policy benefits.
The following table provides the weighted-average interest rates for the liability for future policy benefits.
September 30, 2024
September 30, 2023
Life Insurance
Home Service Insurance
Life Insurance
Home Service Insurance
Permanent:
Interest rate at original discount rate
4.87
%
4.96
%
4.92
%
4.98
%
Interest rate at current discount rate
4.61
%
5.03
%
5.62
%
5.71
%
Permanent Limited Pay:
Interest rate at original discount rate
4.28
%
5.03
%
4.29
%
5.05
%
Interest rate at current discount rate
4.63
%
5.02
%
5.60
%
5.71
%
LIABILITY FOR POLICYHOLDERS’ ACCOUNT BALANCES
The following table presents the policyholders' account balances by range of guaranteed minimum crediting rates and the related range of the difference, in basis points, between rates being credited and the respective guaranteed minimums.
The following table reconciles policyholders' account balances shown above to the policyholders' account balance liability in the consolidated balance sheets.
As of September 30,
(In thousands)
2024
2023
Annuities:
Supplemental contracts without life contingencies
$
57,030
41,804
Fixed annuity
87,327
86,581
Unearned revenue reserve
1,481
1,524
Total annuities
$
145,838
129,909
Premiums paid in advance:
Premiums paid in advance
$
30,600
33,312
Other
1,820
2,141
Total premiums paid in advance
$
32,420
35,453
(7) REINSURANCE
In the normal course of business, the Company reinsures portions of certain policies that we underwrite to mitigate exposure to potential losses and/or to provide additional capacity for growth. In our international business, we generally retain $100,000 on any one individual life insurance policy and reinsure the death benefit amount above $100,000. We also reinsure 100% of our accidental death benefit rider coverage. In the second quarter of 2024, CICA Domestic entered into a coinsurance agreement with RGA Reinsurance Company ("RGA"). Under this agreement, CICA Domestic initially elected for RGA to reinsure 50% of its newly written final expense business.
Prior to 2024, the Company maintained catastrophic reinsurance for its Louisiana property and casualty business operated through Security Plan Fire Insurance Company. This reinsurance had a net retention on any one loss of $30,000, which was the maximum policy limit on any single risk. The Company ceased this business in June 2023 and thus did not renew this reinsurance.
Our amounts recoverable from reinsurers represent receivables from and reserves ceded to reinsurers. We obtain reinsurance from multiple reinsurers. We monitor our reinsurance concentration as well as the financial strength ratings of our reinsurers. Their ratings by A.M. Best Company range from A- (Excellent) to A+ (Superior).
Assumed and ceded life reinsurance activity is summarized as follows:
The Company's reinsurance recoverable on ceded reinsurance was $7.3 million and $4.0 million as of September 30, 2024 and December 31, 2023, respectively. Premiums, claims and surrenders assumed and ceded and expenses ceded for all lines of business for the three and nine months ended September 30, 2024 and 2023 are summarized as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Premiums from short duration contracts:
Direct
$
449
283
1,376
3,920
Ceded
(14)
(16)
(16)
(1,798)
Net premiums earned
435
267
1,360
2,122
Premiums from long duration contracts:
Direct
44,295
42,156
126,351
119,353
Assumed
15
16
48
52
Ceded
(1,848)
(413)
(3,630)
(1,526)
Net premiums earned
42,462
41,759
122,769
117,879
Total premiums earned
$
42,897
42,026
124,129
120,001
Claims and surrenders assumed
$
22
23
97
90
Claims and surrenders ceded
$
(1,395)
(133)
(2,876)
(657)
Commissions assumed and ceded
$
(2,016)
9
(2,957)
26
Other general expenses ceded
$
(341)
—
(497)
—
(8) COMMITMENTS AND CONTINGENCIES
LITIGATION AND REGULATORY ACTIONS
From time to time, we are subject to legal and regulatory actions relating to our business. We may incur defense costs, including attorneys' fees, and other direct litigation costs associated with defending claims. If we suffer an adverse judgment as a result of litigation claims, it could have a material adverse effect on our business, results of operations and financial condition.
Trade Secret Lawsuit
In the first quarter of 2024, a jury trial was held in the “trade secret lawsuit”. The trade secret lawsuit was filed in 2018 by Citizens, CICA Life Ltd. (Bermuda) and CICA Life Insurance Company of America (collectively, the “Citizens Companies,” “we,” "us" or "our") against certain former employees and independent consultants who we alleged unlawfully took Citizens’ confidential information in order to unfairly compete with us. Our claims against these parties included various unfair competition, tortious interference, breach of contract and other related claims.
In March 2024, the jury found that (i) Defendant Carlos Nalsen Landa (“Landa”), a former independent consultant, misappropriated the Citizens’ Companies' policyholder information, (ii) Citizens’ former chief underwriter, Michael P. Buchweitz (“Buchweitz”) and Randall Riley (“Riley”), a former Citizens executive and son of Citizens’ founder Harold E. Riley, failed to comply with their Citizens’ confidentiality agreements, and (iii) both Buchweitz and Riley intentionally interfered with former Chief Actuary Jonathan Pollio’s ("Pollio") Citizens’ confidentiality agreement. For Buchweitz, the jury also found that he did not have a good faith belief that he was acting in the bona fide exercise of his own rights when he interfered with Pollio’s Citizens’ confidentiality agreement. Despite these findings, the jury did not believe that the above-mentioned actions damaged the Citizens Companies economically and thus did not assess any monetary damages against any of the above parties. Additionally, the jury found that Citizens should
pay Alexis Delgado (“Delgado”, a former independent consultant) and Landa approximately $1.3 million for “money had and received”, an equitable theory that claimed that the Citizens Companies would be unjustly enriched if they didn’t pay past and future commissions to Delgado and Landa. We accrued this expense at December 31, 2023.
On April 30, 2024, Defendants Riley (through his estate), Buchweitz and Delgado filed a motion against the Citizens Companies seeking payment of legal fees and a hearing was held on these matters on May 21, 2024. On July 26, 2024, the trial court awarded Riley and Buchweitz approximately $3.5 million of their legal fees. We accrued this expense in the quarter ended June 30, 2024.
We do not believe the jury properly found that Delgado or Landa were entitled to any prior or future commissions as there was no evidence that we actually held any amount of commissions that they claim they should have received. We also do not believe that Riley or Buchweitz are entitled to legal fees because they were found to have breached the contracts whose fee shifting provisions they sought to invoke.
We have not paid any amounts to Delgado, Landa, Riley, Buchweitz or any of their attorneys and intend to appeal the judgment against us. We purchased and filed an appeal bond in September 2024 to supercede enforcement of the judgment during the appeal process. If we aren't successful in our appeal, we may have to pay approximately $5 million as a result of the trade secret lawsuit. The accrued amounts are reflected as "other liabilities" on our balance sheet. Additionally, $1.3 million that is reported in cash and cash equivalents on our balance sheet is restricted while the appeal bond remains in place.
CONTRACTUAL OBLIGATIONS
As of September 30, 2024, CICA International is committed to fund investments up to $18.1 million related to limited partnerships previously described.
CREDIT FACILITY
On May 3, 2024, the Company renewed its $20 million senior secured revolving credit facility (the “Credit Facility”) with Regions Bank ("Regions"). The Credit Facility has a three-year term, maturing on May 5, 2027, and allows the Company to borrow up to $20 million for working capital purposes, capital expenditures and other corporate purposes.
Revolving loans may be requested by the Company in aggregate minimum principal amounts of $0.5 million per loan. At the Company's election, the revolving loans may either bear a rate (a fluctuating rate per annum) equal to the greatest of (a) Regions' prime rate, (b) the federal funds rate plus 0.50%, (c) the index rate plus 1.00% or (d) 0.75%. The Company is required to pay Regions an annual commitment fee of 0.375% of the unused portion of the Credit Facility in quarterly installments, which the Company expenses as it is incurred.
Obligations under the Credit Facility are secured by substantially all of the assets of the Company other than the equity interests in its subsidiaries, real estate owned by the Company, and other limited exceptions. The Credit Facility contains customary events of default and financial, affirmative and negative covenants, including but not limited to restrictions on indebtedness, liens, investments, asset dispositions and restricted payments. As of September 30, 2024, the Company had not borrowed any funds against the Credit Facility and was not in violation of any covenants.
(9) STOCKHOLDERS' EQUITY AND RESTRICTIONS
STOCK
Our Restated and Amended Articles of Incorporation authorize the issuance of 127,000,000 shares, of which 100,000,000 shares shall be Class A common stock, 2,000,000 shares shall be Class B common stock, and 25,000,000 shall be preferred stock. Both authorized classes of common stock are equal in all respects, except (a)
each share of Class A common stock is entitled to receive twice the cash dividends paid on a per share basis to the Class B common stock, if any; and (b) the holders of the Class B common stock have the exclusive right to elect a simple majority of the Board of Directors of Citizens. Citizens currently has no outstanding preferred stock or Class B common stock other than that held in treasury.
A summary of the change in the number of shares of Class A common stock and treasury stock issued is as follows:
Nine Months Ended September 30,
2024
2023
(In thousands)
Common Stock Class A
Treasury Stock
Common Stock Class A
Treasury Stock
Balance at beginning of year
53,883
5,330
53,758
4,937
Stock issued for compensation
340
—
122
—
Acquisition of Class A shares
—
—
—
325
Balance at end of period
54,223
5,330
53,880
5,262
EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share.
Three Months Ended September 30,
2024
2023
(In thousands, except per share amounts)
Basic and diluted earnings per share:
Numerator:
Net income
$
2,790
2,698
Net income allocated to Class A common stock
$
2,790
2,698
Denominator:
Weighted average shares of Class A outstanding - basic
49,837
49,615
Weighted average shares of Class A outstanding - diluted
50,669
50,522
Basic earnings per share of Class A common stock
$
0.06
0.06
Diluted earnings per share of Class A common stock
$
0.05
0.05
Nine Months Ended September 30,
2024
2023
(In thousands, except per share amounts)
Basic and diluted earnings per share:
Numerator:
Net income
$
11,291
13,696
Net income allocated to Class A common stock
$
11,291
13,696
Denominator:
Weighted average shares of Class A outstanding - basic
49,687
49,739
Weighted average shares of Class A outstanding - diluted
50,519
50,647
Basic earnings per share of Class A common stock
$
0.23
0.28
Diluted earnings per share of Class A common stock
Each of our domestic regulated insurance subsidiaries is required to meet stipulated regulatory capital requirements imposed by the U.S. National Association of Insurance Commissioners ("NAIC"). All domestic insurance subsidiaries exceeded the minimum capital requirements at September 30, 2024. On March 27, 2024, Citizens and the Colorado Division of Insurance entered into a capital maintenance agreement that specifies that Citizens will infuse capital as needed to ensure that CICA Domestic's RBC remains above 350%. As CICA Domestic's RBC exceeded 350% at September 30, 2024, no capital contribution was necessary.
CICA International is a Puerto Rico domiciled company. The Insurance Code of Puerto Rico does not specifically set forth minimum capital and surplus standards, but rather requires that an insurer submit a business plan for approval to the Office of the Commissioner of Insurance ("OIC") that includes proposed minimum capital and surplus. CICA International is required to maintain a minimum of $750,000 in capital and maintain a premium to surplus ratio of 7 to 1. CICA International began issuing new business as of January 1, 2023 and received the transfer of all of CICA Bermuda's in force insurance business as of August 31, 2023. At September 30, 2024, CICA International exceeded the required minimum capital and related ratio.
(10) SEGMENT AND OTHER OPERATING INFORMATION
The Company has two reportable segments: Life Insurance and Home Service Insurance. Our Life Insurance segment issues endowment contracts, which are principally accumulation contracts that incorporate an element of life insurance protection, and ordinary whole life insurance to non-U.S. residents through CICA International. These contracts are designed to provide a fixed amount of insurance coverage over the life of the insured and may utilize rider benefits to provide additional coverage and annuity benefits to enhance accumulations. CICA Domestic issues ordinary whole life, final expense and life products with living benefits throughout the U.S.
Our Home Service Insurance segment operates through our subsidiaries SPLIC and MGLIC, and focuses on the life insurance needs of the middle- and lower-income markets in Louisiana, Mississippi and Arkansas. SPLIC also issues critical illness policies. Our policies are sold and serviced through funeral homes and independent agents who sell policies, collect premiums and service policyholders. SPFIC sold property insurance policies in Louisiana and Arkansas until operations were ceased effective June 30, 2023.
The Life Insurance and Home Service Insurance portions of the Company constitute separate businesses. In addition to the Life Insurance and Home Service Insurance business, the Company also operates other non-insurance portions of the Company ("Other Non-Insurance Enterprises"), which primarily include the Company’s IT and corporate-support functions.
The accounting policies of the reportable segments and Other Non-Insurance Enterprises are presented in accordance with U.S. GAAP and are the same as those described in the summary of significant accounting policies in our Form 10-K. The Company evaluates profit and loss performance based on U.S. GAAP net income before federal income taxes for its two reportable segments. The Company's Other Non-Insurance Enterprises represents the only reportable difference between segments and consolidated operations.
Increase (decrease) in future policy benefit reserves
(9,270)
3,468
—
(5,802)
Policyholder liability remeasurement (gain) loss
2,541
319
—
2,860
Policyholders' dividends
3,761
22
—
3,783
Total insurance benefits paid or provided
80,858
20,781
—
101,639
Commissions
14,930
12,410
—
27,340
Other general expenses
17,141
13,060
5,276
35,477
Capitalization of deferred policy acquisition costs
(13,958)
(6,076)
—
(20,034)
Amortization of deferred policy acquisition costs
9,642
1,902
—
11,544
Amortization of cost of insurance acquired
86
379
—
465
Total benefits and expenses
108,699
42,456
5,276
156,431
Income (loss) before federal income tax
$
20,395
1,514
(4,509)
17,400
(11) INCOME TAXES
The effective tax rate is the ratio of tax expense or tax benefit over pre-tax income. The effective tax rate was 8.1% and (0.2)% for the three and nine months ended September 30, 2024, compared to 41.9% and 21.3% for the same periods in 2023, respectively. CICA Bermuda and CICA International are considered controlled foreign corporations for federal income tax purposes. As a result, the insurance activity of CICA Bermuda and CICA International are subject to Subpart F of the Internal Revenue Code and are included in Citizens’ taxable income. Due to the 0% enacted tax rate in Bermuda for all periods prior to the transfer of CICA Bermuda's insurance in force business to CICA International, there are no deferred taxes recorded for CICA Bermuda's temporary differences. The Government of Puerto Rico approved a tax exemption decree for CICA International which freezes the income tax rate at 0% on taxable earnings up to $1.2 million and 4% on taxable earnings in excess of $1.2 million for a minimum of 15 years. The effective tax rate varies from the prevailing corporate federal income tax rate of 21.0% mainly due to the impact of Subpart F and uncertain tax positions.
As a result of the August 31, 2023 transfer of CICA Bermuda's in force business to CICA International, the Company's consolidated deferred federal income tax liability was reduced by $4.3 million due to the difference in the tax rates in the jurisdictions in which the companies operate. Since the transfer was between companies under common control, the $4.3 million reduction in the deferred federal income tax liability was recorded as a credit to equity, $1.3 million of which increased retained earnings and $3.0 million of which reduced accumulated other comprehensive income (loss), based on the nature of the tax components.
At September 30, 2024 and 2023, we determined it was more likely than not that a portion of our capital deferred tax assets would not be realized in their entirety. The Company recorded valuation allowances of $3.8 million and $6.2 million, respectively, through Other Comprehensive Income (Loss).
(12) OTHER COMPREHENSIVE INCOME (LOSS)
The changes in the components of other comprehensive income (loss) are reported net of the effects of income taxes of 21% for domestic entities and 4% for Puerto Rican entities for the three and nine months ended September 30, 2024 and 2023, as indicated below.
Three Months Ended September 30,
2024
2023
(In thousands)
Amount
Tax Effect
Total
Amount
Tax Effect
Total
Unrealized gains (losses):
Unrealized holding gains (losses) arising during the period
$
59,101
(4,360)
54,741
(59,817)
8,717
(51,100)
Reclassification adjustment for losses (gains) included in net income (loss)
(100)
21
(79)
419
(88)
331
Unrealized holding gains (losses), net
59,001
(4,339)
54,662
(59,398)
8,629
(50,769)
Change in current discount rate for liability for future policy benefits
(45,404)
3,983
(41,421)
60,054
(7,589)
52,465
Other comprehensive income (loss)
$
13,597
(356)
13,241
656
1,040
1,696
Nine Months Ended September 30,
2024
2023
(In thousands)
Amount
Tax Effect
Total
Amount
Tax Effect
Total
Unrealized gains (losses):
Unrealized holding gains (losses) arising during the period
$
31,427
(2,169)
29,258
(36,811)
7,548
(29,263)
Reclassification adjustment for losses (gains) included in net income
547
(115)
432
481
(101)
380
Unrealized holding gains (losses), net
31,974
(2,284)
29,690
(36,330)
7,447
(28,883)
Change in current discount rate for liability for future policy benefits
(5,887)
(331)
(6,218)
45,825
(6,565)
39,260
Other comprehensive income (loss)
$
26,087
(2,615)
23,472
9,495
882
10,377
(13) RELATED PARTY TRANSACTIONS
The Company has various routine related party transactions in conjunction with our holding company structure, such as management service agreements related to costs incurred, a tax sharing agreement between entities, and inter-company dividends and capital contributions. There were no changes related to these relationships during the nine months ended September 30, 2024 except as described in Note 1. Financial Statements under Basis of Presentation and Consolidation. See our Form 10-K for a comprehensive discussion of related party transactions.
(14) SUBSEQUENT EVENTS
The Company has evaluated the impact of subsequent events as defined by the accounting guidance through the date this report was issued and determined that no other significant subsequent events need to be recognized or disclosed at this time.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This section and other parts of this Quarterly Report on Form 10-Q ("Form 10-Q") contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions including those factors discussed in the "Risk Factors" contained in our Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated herein by reference.
The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in Part I, Item 1 of this Form 10-Q,as well as in conjunction with MD&A and the consolidated financial statements and notes thereto that are included in our Form 10-K. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
The U.S. Securities and Exchange Commission ("SEC") maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC. The public can obtain any documents that the Company files with the SEC at http://www.sec.gov. We also make available, free of charge, through our website (http://www.citizensinc.com), our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 Reports filed by officers and directors, news releases, and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the SEC. We are not including any of the information contained on our website as part of, or incorporating it by reference into, this Form 10-Q.
Objective of our Management's Discussion and Analysis
We refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations as our “MD&A”. The objective of our MD&A is to provide investors with information in order to assess the material changes in our financial condition from December 31, 2023 to September 30, 2024 and the material changes in our results of operations for the three and nine months ended September 30, 2024 as compared to the same periods in 2023. We also discuss in the MD&A any trends that we believe may materially affect our future operations or financial condition.
OVERVIEW
For 55 years, we have been fulfilling the needs of our policyholders and their families by providing insurance products that offer both living and death benefits. Citizens conducts insurance related operations through its insurance subsidiaries, which provide benefits to policyholders globally. We specialize in offering primarily ordinary whole life insurance, endowment products and final expense insurance in niche markets where we believe we can optimize our competitive position.
As an insurance provider, we collect premiums on an ongoing basis from our policyholders and invest the majority of the premiums to pay future benefits, including claims, surrenders and policyholder dividends. Accordingly, the Company derives its revenues principally from: (1) life insurance premiums earned for insurance coverages provided to insureds in our two operating segments – Life Insurance and Home Service Insurance; and (2) net investment income. In addition to paying and reserving for insurance benefits that we pay to our policyholders, our expenses consist primarily of the costs of selling our insurance products (e.g., commissions, underwriting, marketing expenses), operating expenses and income taxes.
We see the following as the primary factors that drive our operating results.
•Sales (i.e., premium revenues)
•Investments
•Claims and surrenders
•Operating expenses
•Actuarial assumptions
Premium revenues and investment income are our two primary sources of revenue and thus key to our profitability.
Premium Revenues. Premium revenues consist of all money deposited by customers into new and existing insurance policies. We view these premiums in two categories - first year premiums are premiums received within the first 12 months of a policy's issuance and thereafter any premiums received are renewal premiums.
We believe premium statistics are meaningful to gaining an understanding of, among other things, the attractiveness of our new products, how expansion of our distribution channels affects our revenue, customer retention and the performance of our business from period-to-period. Throughout the MD&A, we describe the actions and initiatives we are taking to increase sales and improve retention, sales performance in each period and as compared to the prior periods, and how we view trends with respect to sales and retention.
Over the last couple of years, we began our "white label" program to expand our distribution by expanding CICA Domestic's state licenses, developing new final expense and living benefit products, and filing these new products in multiple states. As a result, in the past year, we have significantly expanded our domestic distribution in the Life Insurance segment and first year premiums have almost doubled in this segment quarter-over-quarter and year-to-date as compared to 2023. We incur significant upfront costs in acquiring new business such as this, including the payment of sales commissions and underwriting costs, and thus in order to provide more capacity for growth, in the second quarter of 2024, we entered into a coinsurance agreement with RGA Reinsurance Company ("RGA"). Under this agreement, CICA Domestic initially elected for RGA to reinsure 50% of its newly written final expense business, which means that we cede 50% of premiums received and benefits paid in our domestic final expense business to RGA. We refer to "direct" premiums as all premiums received and "net" or "total" premiums as all premiums received less premiums ceded to RGA and our other reinsurers.
Because we ceased operations in our property insurance business effective June 30, 2023, the premiums charts below only reflect life insurance and accident and health insurance ("A&H") direct premium results.
First Year Premiums. In addition to increased first year premiums due to our domestic growth discussed above, first year premiums in our international business have increased in the nine months ended September 30, 2024, as compared to the same period in 2023 as we continue to work with our distribution partners to expand sales.
Renewal Premiums. Our renewal life and A&H premium revenues in the three and nine months ended September 30, 2024 slightly decreased primarily due to the impact of a higher level of surrenders and matured
endowments in our international business during the last few years, which has led to a lower number of policies paying renewal premiums.
Investment Income. Our net investment income increased for both the three and nine months ended September 30, 2024 compared to the same prior year periods, due primarily to investment income from our limited partnership investments and a growing diversified invested asset base.
Claims and Surrenders.Payment of policyholder benefits for claims and surrenders is our largest expense and thus also key to our profitability. The three largest components of this expense are reflected in the graphs below. In the three and nine months ended September 30, 2024 compared to the prior year periods,
•death claim benefits increased due to the significant growth in our domestic life in force business as well as a higher volume of reported claims in our Home Services Insurance segment,
•surrenders decreased as we continue to focus on retention efforts, and
•matured endowments increased as expected due to many of our endowment policies reaching their contractual maturity dates.
While surrenders and matured endowments do not significantly affect current profitability since reserves are released in a corresponding amount of the surrendered policy or matured endowment benefit payment, they
negatively affect future renewal premium revenue and thus have a greater impact to future profitability versus current profitability.
Operating Expenses. Operating expenses are our second largest expense and thus also drive our operating results. Our general operating expenses for the three and nine months ended September 30, 2024 increased compared to the prior year periods. The primary reason for the increase in the nine months ended September 30, 2024 was the accrual of $3.5 million in legal fees awarded to certain defendants in the trade secret lawsuit. We have not paid any of these fees and intend to appeal the judgment against us. See Part I, Item 1, Note 8. Commitments and Contingencies, as well as Part II, Item 1, Legal Proceedings - Trade Secret Lawsuit for additional details. To a lesser extent, the increase was also due to our continued investment in the growth of our business and costs incurred as we transitioned to a new CEO.
Actuarial Assumptions. The actuarial assumptions that underlie our reserves are based upon our best estimates of mortality, lapses and discount rates. Our results will be affected to the extent there is a variance between our actuarial assumptions and actual experience.
As discussed above, our domestic growth in the Life Insurance segment has been significantly expanded. Our current profitability is affected by the amount of reserves we have to hold for this new business, and how closely actual experience matches our actuarial assumptions. The actuarial assumptions that underlie our reserves are
based upon our best estimates of mortality and lapses and are inherently more difficult to predict for a new product line. Actuarial assumptions are continually monitored and are expected to become less volatile as this business matures and we develop more experience.
FINANCIAL HIGHLIGHTS
Our net income before federal income taxes decreased to $3.0 million in the three months ended September 30, 2024 from $4.6 million in the three months ended September 30, 2023. While our revenues increased by $2.3 million due primarily to higher first year premiums and investment related gains, our net income decreased due primarily to (i) lower renewal premiums resulting from high surrenders and matured endowments in the past few years, and (ii) an increase in total benefits and expenses paid including (a) an increase in future policyholder benefit reserves primarily related to increases in our domestic life in force business and issuance of supplemental contracts; (b) policyholder remeasurement loss related to updating our actuarial assumptions in our CICA Domestic business; and (c) an increase in death claims.
Our net income before federal income taxes decreased from $17.4 million in the nine months ended September 30, 2023 to $11.3 million in the nine months ended September 30, 2024. In addition to the reasons described above, during the nine month period we accrued $3.5 million in legal fees awarded to the certain defendants in the trade secret lawsuit.
Our basic net income per share of Class A common stock was $0.06 and $0.23 for the three and nine months ended September 30, 2024, respectively, compared to $0.06 and $0.28 in the same prior year periods.
Financial Condition at September 30, 2024
•Total assets of $1.7 billion
•Total investments of $1.4 billion; fixed maturity securities comprised 88% of total investments
•$5.2 billion of direct insurance in force
•No debt
•Diluted net income per share of Class A common stock of $0.22
•Book value per share of Class A common stock of $4.16
EVENTS THAT IMPACTED OUR BUSINESS
From time-to-time, certain events may affect our business in ways that cause current or future results to differ from past results. See Part II, Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations - Events that Impacted Our Business" in our Annual Report on Form 10-K for the period ended December 31, 2023 for a discussion of certain events that have impacted and continue to impact our business, including inflation and market volatility, high interest rates and ceasing operations of our property insurance business. See also Part I, Item 1, Note 8. Commitments and Contingencies, as well as Part II, Item 1, Legal Proceedings - Trade Secret Lawsuit for a discussion of the trade secret lawsuit, which has impacted our results of operations and could negatively impact our cash if we do not succeed in our appeal.
We manage our business in two operating segments: Life Insurance and Home Service Insurance.
Our insurance operations are the primary focus of the Company, as these operations generate most of our income. See the discussion under Segment Operations below for a detailed analysis. The amount of direct insurance, number of policies, and average face amounts for ordinary life policies issued during the periods indicated are shown below.
Nine Months Ended September 30,
2024
2023
Amount of Insurance Issued
Number of Policies Issued
Average Policy Face Amount Issued
Amount of Insurance Issued
Number of Policies Issued
Average Policy Face Amount Issued
Ordinary Life Policies:
Life Insurance:
International
$
336,467,011
3,172
$
106,074
$
271,387,985
2,865
$
94,725
Domestic
364,803,806
32,303
11,293
6,479,830
616
10,519
Total Life Insurance
701,270,817
35,475
19,768
277,867,815
3,481
79,824
Home Service Insurance
175,988,517
13,800
12,753
226,307,076
17,501
12,931
Total
$
877,259,334
49,275
$
504,174,891
20,982
As we previously disclosed, our strategic initiatives include the introduction of new products tailored to our specific markets and expansion of our distribution channels both domestically and internationally. These new products and distribution channels helped drive the 74% increase in total insurance issued in the nine months ended September 30, 2024 as compared to the prior year period.
The growth in our Life Insurance segment is primarily attributable to strong sales of our new domestic final expense products, which accounted for over half of the insurance issued through September 30, 2024. The Life Insurance segment also benefited from sales of our international whole life product, which accounted for 68% of total insurance issued internationally in this segment for the nine months ended September 30, 2024.
Insurance issued in our Home Service Insurance segment decreased for the nine months ended September 30, 2024 compared to the prior year period largely due to strategic actions intended to improve sales quality and persistency, which led to a decrease in our agent sales force as we focus on these improvements. We also believe the impact of inflation on the cost of living has affected new sales since the customer demographic is primarily middle- and lower-income individuals.
Our revenues are generated primarily by insurance renewal premiums and investment income from invested assets.
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Revenues:
Premiums:
Life insurance
$
42,461
41,794
122,823
118,020
Accident and health insurance
452
296
1,324
1,201
Property insurance
(16)
(64)
(18)
780
Net investment income
17,377
17,372
52,404
51,687
Investment related gains (losses), net
827
(892)
1,537
(477)
Other income
630
884
3,457
2,620
Total revenues
$
61,731
59,390
181,527
173,831
Total revenues increased in the three and nine months ended September 30, 2024 as compared to the prior year periods, due to significantly higher first year life insurance premiums, investment related gains and higher other income in the nine month period due to supplemental contract revenue.
The Company stopped accepting premiums for property insurance at the end of May 2023 and ceased these operations on June 30, 2023. Therefore, the table below shows a summary of our life and A&H premiums for the periods indicated.
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Life and A&H premiums:
Direct premiums:
First year
$
8,790
5,185
22,614
13,637
Renewal
35,958
37,303
105,119
107,061
Total direct life and A&H premiums
44,748
42,488
127,733
120,698
Reinsurance
(1,835)
(398)
(3,586)
(1,477)
Total life and A&H premiums
$
42,913
42,090
124,147
119,221
Premium Income. Direct premiums increased 5% and 6% in the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023 due to strong first year premium growth in our Life Insurance segment. Renewal premiums decreased in both periods due to the high level of surrenders and matured endowments in the prior year, which negatively affect renewal premiums in the current periods.
Reinsurance ceded premiums increased in the three and nine months ended September 30, 2024 compared to the same periods in 2023 due to our new coinsurance agreement with RGA entered in the second quarter of 2024 related to our CICA Domestic business.
Net Investment Income. Asummary of our net investment income and annualized net investment income performance is as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands, except for %)
2024
2023
2024
2023
Gross investment income:
Fixed maturity securities
$
15,263
15,005
45,743
44,956
Equity securities
76
127
224
451
Policy loans
1,369
1,478
4,207
4,531
Long-term investments
1,151
1,249
3,643
3,261
Other investment income
230
166
651
430
Total investment income
18,089
18,025
54,468
53,629
Investment expenses
(712)
(653)
(2,064)
(1,942)
Net investment income
$
17,377
17,372
52,404
51,687
Net investment income, annualized
$
69,872
68,916
Average invested assets, at amortized cost
$
1,522,602
1,520,389
Annualized yield on average invested assets
4.59
%
4.53
%
Due to insurance regulations, fixed maturity securities constitute the vast majority (or 88%) of our investment portfolio based on fair value and thus provide the vast majority of our investment income. Our total investment income increased for the three and nine months ended September 30, 2024 compared to the same periods in 2023, primarily due to a higher average portfolio yield on our fixed maturity securities in the current period.
Investment Related Gains (Losses), Net. We recorded investment related gains of $0.8 million and $1.5 million during the three and nine months ended September 30, 2024, respectively, compared to investment related losses of $0.9 million and $0.5 million during the same prior year periods. The gains and losses are primarily related to the fair value change of our limited partnership and equity security investments, mostly in our Life Insurance segment, due to the volatility in equity markets over the past year. We did not sell these investments; however, the changes in fair values of our equity securities are reflected as investment related gains or losses in our income statement, in addition to executed transactions that result in a gain or loss.
Other Income. Other income consists primarily of supplemental contracts issued to international policyholders in our Life Insurance segment upon the surrender or maturity of their original policies. Supplemental contracts offer our policyholders the opportunity to leave their cash with us and be paid interest at a guaranteed rate or receive an annuity, at their option.
Increase (decrease) in future policy benefit reserves
471
(3,880)
(130)
(5,802)
Policyholder liability remeasurement (gain) loss
1,157
1,024
2,836
2,860
Policyholders' dividends
1,320
1,414
3,748
3,783
Total insurance benefits paid or provided
39,426
36,281
110,575
101,639
Commissions
12,957
9,444
35,639
27,340
Other general expenses
12,095
11,949
40,072
35,477
Capitalization of deferred policy acquisition costs
(10,430)
(7,132)
(29,304)
(20,034)
Amortization of deferred policy acquisition costs
4,493
4,056
12,804
11,544
Amortization of cost of insurance acquired
153
151
477
465
Total benefits and expenses
$
58,694
54,749
170,263
156,431
Payments of claims and surrenders benefits constitute the majority of our expenses. Total benefits and expenses increased in the three and nine months ended September 30, 2024 as compared to same periods in 2023 driven primarily by the costs related to our new CICA domestic business, as described above as well as a higher volume of reported claims in our Home Services Insurance segment. The $3.5 million accrual of legal fees awarded to the defendants in the trade secret lawsuit, reflected in other general expenses, also contributed to the increase in the nine months ended September 30, 2024.
Claims and Surrenders.
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Claims and surrenders:
Death claim benefits
$
6,768
4,984
18,924
16,002
Surrender benefits
13,621
17,264
40,082
44,570
Endowment benefits
1,865
1,932
5,564
6,117
Matured endowment benefits
12,644
11,080
34,452
28,907
Property claims
—
129
(6)
837
A&H and other policy benefits
1,580
2,334
5,105
4,365
Total claims and surrenders
$
36,478
37,723
104,121
100,798
Death claim benefits are being impacted by the increase in policies issued over the past few years and an increase in volume of claims reported in our Home Service Insurance segment.
Surrender benefits decreased in the three and nine months ended September 30, 2024 compared to the same periods in 2023. Surrenders are primarily related to international policies that have passed their surrender charge period. We have implemented retention initiatives over the past few years, which we believe are helping to decrease surrenders.
Matured endowment benefits increased for the three and nine months ended September 30, 2024 compared to the same periods in 2023. We anticipated this increase based upon the contractual maturity dates of the policies.
Increase (Decrease) in Future Policy Benefit Reserves. Future policy benefit reserves reflect the liability established to provide for the payment of policy benefits that we expect to pay in the future and thus generally increase when we have a larger in force block of business due to higher sales and better persistency (i.e., more policies on which we expect to pay future benefits) and decrease when we have lower sales and persistency. In the three and nine months ended September 30, 2024, the change in future policy benefit reserves increased due to the amount of reserves on new insurance issued and the in force book of business somewhat offset by released reserves in connection with higher matured endowments.
Policyholder Liability Remeasurement (Gain) Loss. Most of our products are long-duration contracts that provide a specified, fixed amount of insurance benefit in exchange for a fixed premium. When a policy is initially issued, we establish a "net premium ratio" ("NPR") using assumptions regarding expected premiums and policyholder benefit liabilities. On a quarterly basis, we review actual versus expected experience in such quarter, which is reported as a policyholder liability remeasurement gain (if better performance than assumptions) or loss (if lower performance than assumptions). Additionally, in the third quarter of each year, we update our cash flow assumptions to recalculate the NPR, with the impact on the liability for future policy benefits recognized as a policyholder liability remeasurement on a retrospective catch-up basis. In 2024, remeasurement (gain) loss was negatively affected by updates to mortality and lapse assumptions that better reflect emerging experience for the new CICA Domestic block of business.
Commissions. Commission expenses are a cost of acquiring business, as commissions are the primary compensation paid to our independent consultants and independent agents for selling our products. First year commission rates are higher than renewal commission rates and thus commissions fluctuate directly in relation to first year sales. The increases in first year sales in the three and nine months ended September 30, 2024 led to an increase in commission related expenses in both periods as compared to the prior year periods.
Capitalization of Deferred Policy Acquisition Costs. We capitalize costs related to successful sales of our insurance products, which include certain commissions, policy issuance costs, and underwriting and agency expenses. These costs vary based upon amounts of premiums received related to new and renewal business. Capitalized DAC increased in the three and nine months ended September 30, 2024, which is in line with the increases in new sales activity. Significantly lower amounts are capitalized related to renewal business in correlation with the lower commissions paid on that business compared to first year business, which has higher commission rates.
Amortization of Deferred Policy Acquisition Costs. Amortization of DAC increased in the three and nine months ended September 30, 2024, compared to the same periods in 2023. DAC is amortized on a constant level basis over the expected term of the related contracts to approximate straight-line amortization.
SEGMENT OPERATIONS
We operate in two business segments:
•Life Insurance
•Home Service Insurance
These segments are reported in accordance with U.S. GAAP. The Company evaluates profit and loss performance based on net income before federal income taxes for these segments. The Company's Other Non-Insurance Enterprises include non-insurance operations such as IT and corporate-support functions, which are included in the table presented below to properly reconcile the segment information with the consolidated financial statements of the Company.
The following table sets forth income (loss) before federal income tax by segment during the periods indicated.
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Income (loss) before federal income tax:
Segments:
Life Insurance
$
4,416
6,550
17,688
20,395
Home Service Insurance
(80)
(443)
1,954
1,514
Total segments
4,336
6,107
19,642
21,909
Other Non-Insurance Enterprises
(1,299)
(1,466)
(8,378)
(4,509)
Total income before federal income tax
$
3,037
4,641
11,264
17,400
LIFE INSURANCE
Detailed results of operations in the Life Insurance segment for the periods indicated are as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Revenues:
Premiums
$
32,201
31,148
91,667
86,128
Net investment income
13,578
13,661
41,076
40,470
Investment related gains (losses), net
936
(424)
1,743
(123)
Other income
630
884
3,354
2,619
Total revenues
47,345
45,269
137,840
129,094
Benefits and expenses:
Insurance benefits paid or provided:
Claims and surrenders
30,083
32,419
86,616
83,826
Increase (decrease) in future policy benefit reserves
(1,497)
(5,587)
(4,959)
(9,270)
Policyholder liability remeasurement (gain) loss
1,681
840
3,360
2,541
Policyholders' dividends
1,314
1,405
3,731
3,761
Total insurance benefits paid or provided
31,581
29,077
88,748
80,858
Commissions
9,549
5,406
25,052
14,930
Other general expenses
6,791
6,036
19,752
17,141
Capitalization of deferred policy acquisition costs
(8,855)
(5,141)
(24,262)
(13,958)
Amortization of deferred policy acquisition costs
3,837
3,313
10,781
9,642
Amortization of cost of insurance acquired
26
28
81
86
Total benefits and expenses
42,929
38,719
120,152
108,699
Income before federal income tax
$
4,416
6,550
17,688
20,395
In our Life Insurance segment, income before federal income tax was $4.4 million and $17.7 million during the three and nine months ended September 30, 2024, respectively, compared to $6.6 million and $20.4 million during the
same prior year periods. Our higher revenues were offset by increases in reserves, higher policyholder liability remeasurement loss and higher general expenses supporting our CICA Domestic growth.
Life Insurance segment premium breakout is detailed below.
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Premiums:
Direct premiums:
First year
$
7,541
3,796
18,621
9,195
Renewal
26,490
27,744
76,608
78,387
Total direct premiums
34,031
31,540
95,229
87,582
Reinsurance
(1,830)
(392)
(3,562)
(1,454)
Total premiums
$
32,201
31,148
91,667
86,128
Premiums. Our total premiums increased by 3% and 6% in the three and nine months ended September 30, 2024, respectively, as compared to the same periods in 2023 due to the 62% and 78% increase, net of reinsurance, respectively, in first year premiums. First year premiums rose significantly due to sales of our new products and expanded domestic distribution. Renewal premiums decreased in the three and nine months ended September 30, 2024 as compared to the same prior year periods. As described above, this decline is due to high surrenders and matured endowments over the last several years.
The increase in reinsurance ceded premiums in the three and nine months ended September 30, 2024, compared to the same periods in 2023, is due to our new coinsurance agreement with RGA entered in the second quarter of 2024 related to our CICA Domestic business.
While our domestic life insurance business drove the significant increase in first year premiums, life insurance premiums are generated largely from our international policyholders living in 80 different countries across the globe. The following table sets forth our premiums by location for the three and nine months ended September 30, 2024 and 2023.
Investment Related Gains (Losses), Net. We recorded investment related gains of $0.9 million and $1.7 million during the three and nine months ended September 30, 2024, respectively, compared to investment related losses of $0.4 million and $0.1 million during the same prior year periods, resulting primarily from the change in estimated fair market value of our limited partnership investments.
Claims and Surrenders. The following table sets forth our primary claims and surrender benefits paid within our Life Insurance segment for the three and nine months ended September 30, 2024 compared to the same periods in 2023.
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Claims and surrenders:
Death claim benefits
$
1,614
978
4,798
3,117
Surrender benefits
12,502
16,317
37,312
41,927
Endowment benefits
1,862
1,930
5,558
6,111
Matured endowment benefits
12,481
10,912
33,957
28,447
A&H and other policy benefits
1,624
2,282
4,991
4,224
Total claims and surrenders
$
30,083
32,419
86,616
83,826
During the three and nine months ended September 30, 2024 and 2023, the majority of our claims and surrender benefits in our Life Insurance segment were related to payment of surrender benefits and matured endowment benefits. Many of our endowment policies are reaching their contractual maturity dates and thus matured endowment benefits are increasing. We expect this trend to continue over the next few years. Surrender benefits decreased for the three and nine months ended September 30, 2024 compared to the prior year periods which we believe is due to our retention efforts. Death claim benefits increased for the three and nine months ended September 30, 2024, compared to the prior year period as we saw a higher number of reported claims due to the increase in policies issued, primarily in our new domestic business. Mortality experience is closely monitored by the Company as a key performance indicator and fluctuates from quarter-to-quarter based on reported claims.
Increase (Decrease) in Future Policy Benefit Reserves. The change in future policy benefit reserves for the three and nine months ended September 30, 2024 and 2023 was the result of reserves released due to surrenders and higher matured endowment benefits. These releases were partially offset by increases in reserves due to insurance issued and normal increases in our in force block of business policy benefit reserves.
Policyholder Liability Remeasurement (Gain) Loss. The third quarter update to mortality and lapse assumptions for CICA Domestic negatively affected our policyholder liability remeasurement loss. This was partially offset by better than expected surrender experience in our international business.
Detailed results of operations for the Home Service Insurance segment for the periods indicated are as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Revenues:
Premiums
$
10,696
10,878
32,462
33,873
Net investment income
3,552
3,459
10,618
10,379
Investment related gains (losses), net
(111)
(370)
(179)
(283)
Other income
—
—
20
1
Total revenues
14,137
13,967
42,921
43,970
Benefits and expenses:
Insurance benefits paid or provided:
Claims and surrenders
6,395
5,304
17,505
16,972
Increase (decrease) in future policy benefit reserves
1,968
1,707
4,829
3,468
Policyholder liability remeasurement (gain) loss
(524)
184
(524)
319
Policyholders' dividends
6
9
17
22
Total insurance benefits paid or provided
7,845
7,204
21,827
20,781
Commissions
3,408
4,038
10,587
12,410
Other general expenses
3,756
4,293
11,176
13,060
Capitalization of deferred policy acquisition costs
(1,575)
(1,991)
(5,042)
(6,076)
Amortization of deferred policy acquisition costs
656
743
2,023
1,902
Amortization of cost of insurance acquired
127
123
396
379
Total benefits and expenses
14,217
14,410
40,967
42,456
Income (loss) before federal income tax
$
(80)
(443)
1,954
1,514
In our Home Service Insurance segment, we reported a loss before federal income tax of $0.1 million and income of $2.0 million in the three and nine months ended September 30, 2024, respectively, as compared to loss of $0.4 million and income of $1.5 million in the prior year periods. The higher income is primarily driven by a decrease in other general expenses and partially due to ceasing our property insurance operations as of June 30, 2023, which also impacted premium revenue, somewhat offset by higher death claims.
Home Service Insurance segment life and A&H premium breakout is detailed below.
Premiums. Our life and A&H premiums declined in the three and nine months ended September 30, 2024, respectively, compared to the same prior year periods. The decrease is largely due to strategic actions intended to improve sales quality and persistency, which actions led to a decrease in our agent sales force as we focus on these improvements. Additionally, we believe external economic pressures, such as inflation, have impacted revenue in this segment disproportionately.
Claims and Surrenders. Payments of claims and surrender benefits, which are the largest portion of our expenses, are summarized as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Claims and surrenders:
Death claim benefits
$
5,154
4,006
14,126
12,885
Surrender benefits
1,119
947
2,770
2,643
Endowment benefits
3
2
6
6
Matured endowment benefits
163
168
495
460
Property claims
—
129
(6)
837
A&H and other policy benefits
(44)
52
114
141
Total claims and surrenders
$
6,395
5,304
17,505
16,972
The majority of claims and surrender benefits in our Home Service Insurance segment are death claim benefits. Death claim benefits increased in the three and nine months ended September 30, 2024 compared to the same prior year periods due to higher volume of reported claims. Mortality experience is closely monitored by the Company as a key performance indicator and fluctuates from quarter-to-quarter based on reported claims.
Other General Expenses. General expenses decreased in the three and nine months ended September 30, 2024 compared to the same periods in 2023, primarily due to ceasing our property insurance business as discussed above.
OTHER NON-INSURANCE ENTERPRISES
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2024
2023
2024
2023
Loss before federal income tax
$
(1,299)
(1,466)
(8,378)
(4,509)
This operating unit represents the administrative support functions for the insurance operations. Its revenues are primarily intercompany and have been eliminated in consolidation under U.S. GAAP, which typically results in a loss. Revenue in this operating unit consists primarily of net investment income and investment related gains or losses, while expenses consist of other general expenses related to corporate functions. The primary reason for the increased loss before federal income tax in the nine months ended September 30, 2024 compared to the same period in 2023 is the legal accrual described above.
INVESTMENTS
Our investments are an integral part of our business success. Our cash and invested assets at September 30, 2024 were $1.5 billion, of which 86% was invested in fixed maturity securities, all of which are classified as available-for-sale. We closely monitor the duration of our fixed maturity investments, and investment purchases and sales are executed with the objective of having adequate funds available to satisfy our insurance obligations.
The following table sets forth the carrying value of our investments by investment category and cash, cash equivalents and the percentage of each to total cash and invested assets.
Carrying Value
September 30, 2024
December 31, 2023
(In thousands, except for %)
Amount
%
Amount
%
Cash, cash equivalents and invested assets:
Fixed maturity securities:
U.S. Treasury and U.S. Government-sponsored enterprises
$
9,753
0.7
%
$
9,715
0.7
%
Corporate
832,624
56.4
787,607
55.1
States and political subdivisions (1)
278,213
18.8
287,231
20.1
Mortgage-backed (2)
99,464
6.7
97,294
6.8
Asset-backed
53,443
3.6
57,134
4.0
Total fixed maturity securities
1,273,497
86.2
1,238,981
86.7
Cash and cash equivalents
32,382
2.2
26,997
1.8
Other investments:
Policy loans
72,463
4.9
75,359
5.3
Equity securities
5,716
0.4
5,282
0.4
Other long-term investments
93,433
6.3
82,725
5.8
Total cash, cash equivalents and invested assets
$
1,477,491
100.0
%
$
1,429,344
100.0
%
(1) Includes $119.6 million and $124.2 million of securities guaranteed by third parties at September 30, 2024 and December 31, 2023, respectively.
(2) Includes $98.3 million and $96.1 million of U.S. Government-sponsored enterprises at September 30, 2024 and December 31, 2023, respectively.
The carrying value of the Company’s fixed maturity securities investment portfolio at September 30, 2024 was $1.27 billion compared to $1.24 billion at December 31, 2023. The distribution of the credit ratings of our portfolio of fixed maturity securities by carrying value as of September 30, 2024 did not materially change from December 31, 2023 – the weighted average was “A” at both dates.
Cash and cash equivalents increased as of September 30, 2024 from December 31, 2023 and fluctuates from period-to-period primarily due to the timing of operating and investing activities.
Other long-term investments increased by $10.7 million as of September 30, 2024 from December 31, 2023 due to additional funding and increases in the fair market value of our limited partnership investments.
Obligations of States and Political Subdivisions
The Company’s fixed maturity securities investment portfolio at September 30, 2024 and December 31, 2023 included $278.2 million and $287.2 million, respectively, of securities that are obligations of states and political subdivisions, including municipalities (collectively referred to as the municipal bond portfolio).
The Company's municipal bond portfolio includes third-party guarantees. Detailed below is a presentation by the Nationally Recognized Statistical Rating Organization ("NRSRO") rating of these holdings by funding type as of September 30, 2024.
General Obligation
Special Revenue
Other
Total
% Based on Amortized Cost
(In thousands, except for %)
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
State and political subdivision fixed maturity securities including third-party guarantees:
AAA
$
12,474
12,390
6,827
6,888
—
—
19,301
19,278
6.4
%
AA
43,781
43,712
116,000
128,894
8,737
8,815
168,518
181,421
60.5
A
4,187
4,363
74,752
82,445
2,183
2,126
81,122
88,934
29.7
BBB
541
557
4,197
4,759
1,436
1,450
6,174
6,766
2.3
BB and other
3,028
3,152
70
71
—
—
3,098
3,223
1.1
Total
$
64,011
64,174
201,846
223,057
12,356
12,391
278,213
299,622
100.0
%
State and political subdivision fixed maturity securities excluding third-party guarantees:
AA
$
31,011
30,935
34,590
37,443
6,139
6,082
71,740
74,460
24.9
%
A
15,133
15,215
87,657
95,749
3,779
3,859
106,569
114,823
38.3
BBB
2,997
3,173
20,394
21,854
—
—
23,391
25,027
8.4
BB and other
14,870
14,851
59,205
68,011
2,438
2,450
76,513
85,312
28.4
Total
$
64,011
64,174
201,846
223,057
12,356
12,391
278,213
299,622
100.0
%
The table below shows the categories in which the Company held investments in special revenue bonds that were greater than 10% of fair value based upon the Company's total municipal bond portfolio at September 30, 2024.
(In thousands, except for %)
Fair Value
Amortized Cost
% of Total Fair Value
Education
$
46,097
50,772
16.6
%
Utilities
41,471
44,153
14.9
Transportation
34,807
40,551
12.5
The Company's municipal bond portfolio is spread across many states, however, municipal bonds from Texas and California comprise the most significant concentration of the total municipal bond portfolio as of September 30, 2024. The Company holds 22% and 16% of its municipal bond portfolio in Texas and California issuers, respectively, as of September 30, 2024. There were no other states or individual issuer holdings that represented or exceeded 10% of the total municipal bond portfolio as of September 30, 2024.
The table below represents the Company's detailed exposure to municipal bonds in Texas at September 30, 2024.
General Obligation
Special Revenue
Other
Total
(In thousands)
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Texas state and political subdivision fixed maturity securities including third-party guarantees:
AAA
$
11,963
11,886
2,638
2,633
—
—
14,601
14,519
AA
16,163
16,145
15,385
17,559
—
—
31,548
33,704
A
—
—
14,682
18,059
—
—
14,682
18,059
Total
$
28,126
28,031
32,705
38,251
—
—
60,831
66,282
Texas state and political subdivision fixed maturity securities excluding third-party guarantees:
AA
$
23,533
23,441
3,281
3,688
—
—
26,814
27,129
A
3,092
3,090
16,492
18,073
—
—
19,584
21,163
BBB
—
—
3,306
3,415
—
—
3,306
3,415
BB and other
1,501
1,500
9,626
13,075
—
—
11,127
14,575
Total
$
28,126
28,031
32,705
38,251
—
—
60,831
66,282
The table below represents the Company's detailed exposure to municipal bonds in California at September 30, 2024.
General Obligation
Special Revenue
Other
Total
(In thousands)
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
California state and political subdivision fixed maturity securities including third-party guarantees:
AA
$
2,145
2,074
30,294
34,941
2,599
2,733
35,038
39,748
A
1,365
1,650
7,328
8,688
—
—
8,693
10,338
Total
$
3,510
3,724
37,622
43,629
2,599
2,733
43,731
50,086
California state and political subdivision fixed maturity securities excluding third-party guarantees:
AA
$
469
445
4,408
5,057
—
—
4,877
5,502
A
3,041
3,279
18,430
21,531
2,599
2,733
24,070
27,543
BB and other
—
—
14,784
17,041
—
—
14,784
17,041
Total
$
3,510
3,724
37,622
43,629
2,599
2,733
43,731
50,086
IMPAIRMENT CONSIDERATIONS RELATED TO INVESTMENTS IN FIXED MATURITY AND EQUITY SECURITIES
The Company did not record any credit valuation allowances on fixed maturity securities in either of the three and nine months ended September 30, 2024 or 2023.
Information on both unrealized and realized gains and losses by category is set forth in Part I, Item 1, Note 3. Investments of the notes to our consolidated financial statements herein.
Below are our primary capital resources (based on carrying value of each) as of the periods indicated.
(In thousands)
September 30, 2024
December 31, 2023
Fixed maturity securities
$
1,273,497
1,238,981
Cash and cash equivalents
32,382
26,997
Liquidity refers to a company's ability to generate or obtain sufficient cash to meet the needs of its operations. Our liquidity is primarily derived from our cash flow from operations, our cash and cash equivalents, and our portfolio of marketable securities. We may also derive liquidity by accessing our Credit Facility (described below) or may raise capital by selling shares in our SIP (as defined below) or by other traditional means. Citizens has no debt as of September 30, 2024.
Cash from Operating Activities. Cash provided by operating activities is an important liquidity metric because it reflects, during a given period, the amount of cash generated that is available to pay our operating expenses, invest in our business or make strategic acquisitions. In the nine months ended September 30, 2024, our operations provided $21.1 million in net cash.
Cash from Investing Activities. We have traditionally also had significant cash flows from both scheduled and unscheduled investment security maturities, redemptions, and prepayments. These cash flows, for the most part, are reinvested in new investments. In the nine months ended September 30, 2024, we had net cash outflows from investing activities of $13.3 million as we continue to invest excess funds in this high interest rate environment. The investing activities fluctuate from period to period due to timing of security activities such as calls and maturities and reinvestment of those funds. 86% of our total cash, cash equivalents and investments consist of marketable fixed maturity securities classified as available-for-sale that could be readily converted to cash for liquidity needs.
PARENT COMPANY LIQUIDITY AND CAPITAL RESOURCES
Citizens is a holding company and has minimal operations of its own. Citizens' assets consist of the capital stock of its subsidiaries, cash and investments. Citizens' liquidity requirements are met primarily from two sources: cash generated from its operating subsidiaries and its invested assets. Citizens' ability to obtain cash from its insurance subsidiaries depends primarily upon the availability of statutorily permissible payments, including payments Citizens receives from service agreements with its insurance subsidiaries and dividends from the subsidiaries. The ability to make payments to the holding company is limited by applicable laws of the U.S. states of domicile and by the Puerto Rico Office of Commissioner of Insurance, which all subject insurance operations to significant regulatory restrictions. These laws and regulations require, among other things, that our insurance subsidiaries maintain minimum solvency or premium to surplus ratio requirements, which limit the amount of dividends that can be paid to the holding company. The regulations also require approval of our service agreements with the applicable regulatory authority in order to prevent insurance subsidiaries from moving large amounts of cash to the less regulated holding company.
In addition to the above-mentioned sources of cash, we offer a Stock Investment Plan ("SIP"), whereby investors, policyholders, independent contractors and agents, employees and directors can directly purchase our stock. At our option, purchases of stock under the SIP can be made from newly issued or treasury stock, rather than in the open market, in which case, we can raise capital by selling our shares.
We renewed our Credit Facility with Regions Bank on May 3, 2024 for an additional three years. See Part I, Item 1, Note 8. Commitments and Contingencies in the notes to our consolidated financial statements, herein, for a description of the Credit Facility. The Credit Facility provides additional liquidity to the Company for short-term or longer-term needs. As of September 30, 2024, we have not borrowed any money under the Credit Facility.
INSURANCE COMPANY SUBSIDIARY LIQUIDITY AND CAPITAL RESOURCES
The liquidity requirements of our insurance operations are primarily met by premium revenues, investment income and proceeds from investment maturities, calls or sales. Primary cash needs are for payments of policyholder benefits, investment purchases, policy acquisition costs and other operating expenses. We manage our insurance operations in order to ensure that we have stable and reliable sources of cash flow to meet our obligations. As we have discussed, we have been growing our domestic business by developing new products and expanding our distribution channels, which has led to an increase in first year premiums (i.e., new sales) of 50% from 2023 to 2024. When selling new policies, we incur upfront policy acquisition costs, such as agent commission payments. While historically, cash flows from our operations have been sufficient to meet our cash needs, we have entered into a reinsurance agreement with RGA to help with some of the costs, and the insurance companies also have the available-for-sale fixed maturity investment portfolio available to create additional cash flows if required. Two of our insurance subsidiaries are members of the Federal Home Loan Bank ("FHLB") of Dallas. FHLB membership provides the insurance subsidiaries with access to various low-cost collateralized borrowings and funding agreements. While not the only source of additional liquidity, the FHLB could provide the insurance subsidiaries with an additional source of liquidity, if needed.
We believe that we have adequate capital resources and ability to obtain additional capital if needed to support the short-term and longer-term liquidity requirements of our insurance operations. See Contractual Obligations and Off-balance Sheet Arrangements in our Form 10-K and below for a discussion of known and estimated cash needs. Cash flow projections and cash flow tests under various market interest rate scenarios are performed annually to assist in evaluating liquidity needs and adequacy.
Trends, Demands and Restrictions on our Uses of Cash
Because claims and surrenders are our largest expense, a primary liquidity concern is the risk of either (i) an extraordinary level of early policyholder surrenders, or (ii) higher than expected mortality experience. Our death benefit payments increased in the nine months ended September 30, 2024, which is expected as the amount of insurance issued has increased significantly over the past couple of years. Surrender benefits, which have been higher than usual the last several years, slightly decreased in the first nine months of 2024. In order to mitigate the risk of early policyholder surrenders, we include provisions in our insurance policies, such as surrender charges, that help limit and discourage early withdrawal, but as many of our policies have reached the age where surrender charges have expired or significantly decreased, we have experienced high levels of surrenders. We believe that surrenders have been high due to other reasons, including the loss of one of our biggest distributors in Venezuela in 2018, increasing interest rates, which may encourage policyholders to seek higher rates of returns in different investment products, post-pandemic beliefs that life insurance may not be as important as it was during the pandemic, and inflationary pressures, which may cause policyholders to want the cash values of their policies due to decreased purchasing power elsewhere. To the extent that early surrenders are higher than expected, our liquidity could be negatively impacted due to benefit payments as well as lower renewal premiums. We continue to monitor surrenders and early withdrawals and focus on our retention initiatives.
Our endowment products have contractual maturity dates and provide the policyholder with alternatives once the policy matures - they can choose to take a lump sum payout or leave the money on deposit at interest with the Company. Approximately 17% of the endowments in force, totaling approximately 6% of our in force business as of September 30, 2024, will mature in the next five years. Policyholder election behavior is unknown, but if too many policyholders elect lump sum distributions, the Company could be exposed to liquidity risk in years of high maturities. Meeting these distributions could require the Company to sell its investments at inopportune times to pay policyholder withdrawals. Alternatively, if the policyholders were to leave the money on deposit with the Company at interest, our profitability could be impacted if the product guaranteed rate is higher than the market rate we are earning on our investments. We currently anticipate that our available operating cash flow and capital resources will be adequate to meet our needs for funds, but we are closely monitoring our policyholder behavior patterns.
In our CICA Domestic business, we pay advance commissions on some of our insurance products, meaning we pay an agent their commission immediately upon sale of a policy, rather than "as earned", or when premiums are received by us. Because of this, another liquidity concern is the risk that rapid growth in first year sales of these products could create a significant increase in commission payments, which increases expenses and thus reduces our statutory capital until the commissions are recouped from premiums paid. CICA Domestic sales have increased significantly since the third quarter of 2023 and continue to grow rapidly. To mitigate this risk and strain on capital, we entered into a coinsurance agreement with RGA in the second quarter of 2024 and elected to cede 50% of our final expense business to RGA, which alleviates some of the strain on expenses. We may also seek other options, such as loans at the holding company level (from the Credit Facility or otherwise) that would allow us to reduce the liquidity risk should CICA Domestic's required commission payments exceed current resources. If we are unable to borrow money to contribute capital to CICA Domestic, we could be exposed to cash flow strain.
As discussed above, we are subject to regulatory capital requirements that could affect the Company’s ability to access capital from our insurance operations or cause the Company to have to put additional cash in our wholly-owned subsidiaries.
Our domestic companies are subject to minimum capital requirements set by the NAIC in the form of risk-based capital ("RBC"). RBC considers the type of business written by an insurance company, the quality of its assets, and various other aspects of an insurance company's business to develop a minimum level of capital called "Authorized Control Level Risk-Based Capital". This level of capital is then compared to an adjusted statutory capital that includes capital and surplus as reported under statutory accounting principles, plus certain investment reserves. Should the ratio of adjusted statutory capital to control level RBC fall below 200% for our domestic companies, a series of remedial actions by the affected company would be required. Additionally, we have a Capital Maintenance Agreement between Citizens and CICA Domestic, Citizens' wholly-owned subsidiary domiciled in Colorado, that would require Citizens to contribute capital to CICA Domestic in order to maintain a RBC level above 350%. At September 30, 2024, our domestic insurance subsidiaries were above the required minimum RBC levels and CICA Domestic was above 350%.
For CICA Domestic, commission advances are non-admitted assets, which increases required regulatory capital and reduces the excess capital available. As discussed above, management is investigating various options in order to reduce both regulatory capital and liquidity risk should the capital required to support this pace of growth exceed current resources. Citizens may have to contribute capital to CICA Domestic to maintain the required RBC ratio.
CICA International is a Puerto Rico domiciled company. The Insurance Code of Puerto Rico does not specifically set forth minimum capital and surplus standards, but rather requires that an insurer submit a business plan for approval to the OIC that includes proposed minimum capital and surplus. CICA International is required to maintain a minimum of $750,000 in capital and maintain a premium to surplus ratio of 7 to 1. CICA International began issuing new business as of January 1, 2023 and received the transfer of all of CICA Bermuda's in force insurance business as of August 31, 2023. At September 30, 2024, CICA International exceeded the required minimum capital and related ratio.
Any capital that Citizens is required to contribute to its insurance subsidiaries could negatively impact the Company's capital resources and liquidity.
CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS
As of September 30, 2024, we have no additional contractual obligations or off-balance sheet arrangements other than those described in Part I, Item 1, Note 8. Commitments and Contingencies in the notes to our consolidated financial statements herein and in Part II, Item 7, Contractual Obligations and Off-Balance Sheet Arrangements in our Form 10-K. We do not utilize special purpose entities as investment vehicles, nor are there any such entities in which we have an investment that engage in speculative activities of any nature, and we do not use such investments to hedge our investment positions.
CRITICAL ACCOUNTING POLICIES
We believe that the accounting policies set forth in Part I, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - "Critical Accounting Policies" and Part IV, Item 15, Note 1. Summary of Significant Accounting Policies of our consolidated financial statements in our Form 10-K continue to describe the significant judgments and estimates used in the preparation of our consolidated financial statements.
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we have elected to comply with certain scaled disclosure reporting obligations and therefore are not required to provide the information required by this Item.
Item 4.CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.
Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of September 30, 2024. Based on such evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2024 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and such information is accumulated and reported to management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the three months ended September 30, 2024, there were no changes in the Company's internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In the first quarter of 2024, a jury trial was held in the “trade secret lawsuit”. The trade secret lawsuit was filed in 2018 by Citizens, CICA Life Ltd. (Bermuda) and CICA Life Insurance Company of America (collectively, the “Citizens Companies,” “we,” "us" or "our") against certain former employees and independent consultants who we alleged unlawfully took Citizens’ confidential information in order to unfairly compete with us. Our claims against these parties included various unfair competition, tortious interference, breach of contract and other related claims.
As previously disclosed, the jury found that Citizens should pay Alexis Delgado and Carlos Nalsen Landa, former independent consultants, approximately $1.3 million for “money had and received”, an equitable theory that claimed that the Citizens Companies would be unjustly enriched if they didn’t pay past and future commissions to Delgado and Landa. Additionally, the trial court awarded defendants Michael P. Buchweitz (“Buchweitz”) and Randall Riley (“Riley”) approximately $3.5 million of their legal fees. On August 16, 2024, the judge signed a Final Judgment reflecting the jury decision and the court award of the legal fees. We do not believe the jury properly found that Delgado or Landa were entitled to any prior or future commissions as there was no evidence that we actually held any amount of commissions that they claim they should have received. We also do not believe that Riley or Buchweitz are entitled to legal fees because they were found to have breached the contracts whose fee shifting provisions they sought to invoke.
We intend to appeal the judgment against us and accordingly on September 16, 2024, we filed a Limited Motion for Partial New Trial on these issues. On September 17, 2024, we filed an appeal bond with the court in order to stay any execution of the judgment against us.
Item 1A. RISK FACTORS
Part I, Item 1A. Risk Factors of our Form 10-K includes a discussion of our risk factors. There have been no material changes in the three months ended September 30, 2024 from the risk factors included in our Form 10-K.
Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4.MINE SAFETY DISCLOSURES
Not applicable.
Item 5.OTHER INFORMATION
Item 5(a)
In August 2024, our Chief Marketing Officer, Robert Mauldin III, transitioned to a part-time strategic sales consultant where he continues to retain responsibility and perform policy-making functions for our international sales division by providing strategic advice, product design and enhancement consultation, leadership for both our sales and
marketing teams, and relationship management. He also serves as chair of the steering committee for SPLIC in our Home Services Insurance segment.
In connection with the shift in responsibilities and hours, the Company and Mr. Mauldin entered into a Services Agreement effective as of August 2, 2024 (the "Mauldin Agreement"). Pursuant to the Mauldin Agreement, beginning on September 1, 2024, Mr. Mauldin is paid (i) a monthly fee in the amount of $2,500, plus (ii) a daily service fee in the amount of $2,282 per full day of services provided. It is anticipated that he will provide services for 8 full days per month. Additionally, he is reimbursed for reasonable travel expenses.
Item 5(b)
None.
Item 5(c)
During the three months ended September 30, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Citizens, Inc. securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” Additionally, Citizens did not adopt or terminate any Rule 10b5-1 trading arrangement during the three months ended September 30, 2024.
Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q*
104*
Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set*
* Filed herewith.
† Indicates management contract or compensatory plan or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.