UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                

Commission file number 001-37973

 

NI HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

NORTH DAKOTA		81-2683619
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)
1101 First Avenue North Fargo, North Dakota		58102
(Address of principal executive offices)		(Zip Code)

(701) 298-4200

Registrant’s telephone number, including area code

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x  Yes    No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   x  Yes    No  o

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	x
		Emerging growth company	x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   o  Yes    No  x

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	NODK	Nasdaq Capital Market

The number of shares of Registrant’s common stock outstanding on May 3, 2019 was 22,209,295. No preferred shares are issued or outstanding.

 

TABLE OF CONTENTS

Part I. - FINANCIAL INFORMATION	3
Item 1. - Financial Statements	3
Unaudited Consolidated Balance Sheets	3
Unaudited Consolidated Statements of Operations	4
Unaudited Consolidated Statements of Comprehensive Income (Loss)	5
Unaudited Consolidated Statements of Changes in Equity	6
Unaudited Consolidated Statements of Cash Flows	7
Notes to Unaudited Consolidated Financial Statements	8
Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3. - Quantitative and Qualitative Disclosures about Market Risk	57
Item 4. - Controls and Procedures	57
Part II. - OTHER INFORMATION	58
Item 1. - Legal Proceedings	58
Item 1A. - Risk Factors	58
Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3. - Defaults upon Senior Securities	59
Item 4. - Mine Safety Disclosures	59
Item 5. - Other Information	59
Item 6. - Exhibits	59
Signatures	60

CERTAIN IMPORTANT INFORMATION

Unless the context otherwise requires, as used in this quarterly report on Form 10-Q:

·

“NI Holdings”, “the Company”, “we”, “us”, and “our” refer to NI Holdings, Inc., together with Nodak Insurance Company and its subsidiaries and its affiliate (Battle Creek Mutual Insurance Company) and Direct Auto Insurance Company (acquired August 31, 2018), for periods discussed after completion of the conversion, and for periods discussed prior to completion of the conversion refer to Nodak Mutual Insurance Company and all of its subsidiaries and Battle Creek Mutual Insurance Company;

·

“Nodak Mutual Group” refers to Nodak Mutual Group, Inc., which is the majority shareholder of NI Holdings;

·

the “conversion” refers to the series of transactions by which Nodak Mutual Insurance Company converted from a mutual insurance company to a stock insurance company, as Nodak Insurance Company, and became a wholly-owned subsidiary of NI Holdings, an intermediate stock holding company formed on the date of conversion;

·

“Nodak Stock” refers to Nodak Insurance Company, the successor company to Nodak Mutual Insurance Company after the conversion;

·

“Nodak Mutual” refers to Nodak Mutual Insurance Company, the predecessor company to Nodak Insurance Company prior to the conversion;

·

“Nodak Insurance” refers to Nodak Stock or Nodak Mutual interchangeably;

·

“members” refers to the policyholders of Nodak Insurance, who are the named insureds under insurance policies issued by Nodak Insurance;

·

“Battle Creek” refers to Battle Creek Mutual Insurance Company. Battle Creek is not a subsidiary of Nodak Insurance, but all of its insurance policies are reinsured by Nodak Insurance through a 100% quota-share reinsurance agreement and Battle Creek is controlled by Nodak Insurance as a result of an affiliation agreement between Battle Creek and Nodak Insurance. Battle Creek is consolidated with Nodak Insurance for financial reporting purposes; and

·

“Direct Auto” refers to Direct Auto Insurance Company. On August 31, 2018, NI Holdings completed the acquisition of 100% of the common stock of Direct Auto from the private shareholders of Direct Auto. Direct Auto became a consolidated subsidiary of NI Holdings on this date. Direct Auto is a property and casualty insurance company specializing in non-standard automobile insurance in the state of Illinois.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, which can be identified by the use of such words as “estimate”, “project”, “believe”, “could”, “may”, “intend”, “anticipate”, “plan”, “seek”, “expect” and similar expressions. These forward-looking statements include:

·

statements of goals, intentions and expectations;

·

statements regarding prospects and business strategy; and

·

estimates of future costs, benefits and results.

The forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, among other things, the factors discussed under the heading “Risk Factors” in this Quarterly Report and our Annual Report on Form 10-K that could affect the actual outcome of future events.

All of these factors are difficult to predict and many are beyond our control. These important factors include those discussed under “Risk Factors” and those listed below:

·

material changes to the federal crop insurance program;

·

future economic conditions in the markets in which we compete that are less favorable than expected;

·

the effect of legislative, judicial, economic, demographic, and regulatory events in the jurisdictions where we do business;

·

our ability to enter new markets successfully and capitalize on growth opportunities either through acquisitions or the expansion of our producer network;

·

our ability to successfully integrate Direct Auto;

·

financial market conditions, including, but not limited to, changes in interest rates and the stock markets causing a reduction of investment income or investment gains and a reduction in the value of our investment portfolio;

·

heightened competition, including specifically the intensification of price competition, the entry of new competitors, and the development of new products by new or existing competitors, resulting in a reduction in the demand for our products;

·

changes in general economic conditions, including inflation, unemployment, interest rates, and other factors;

·

estimates and adequacy of loss reserves and trends in loss and loss adjustment expenses;

·

changes in the coverage terms required by state laws with respect to minimum auto liability insurance, including higher minimum limits;

·

our inability to obtain regulatory approval of, or to implement, premium rate increases;

·

our ability to obtain reinsurance coverage at reasonable prices or on terms that adequately protect us and to collect amounts that we believe we are entitled to under such reinsurance;

·

the potential impact on our reported net income that could result from the adoption of future accounting standards issued by the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, or other standard-setting bodies;

·

unanticipated changes in industry trends and ratings assigned by nationally recognized rating organizations;

·

the potential impact of fraud, operational errors, systems malfunctions, or cybersecurity incidents;

·

adverse litigation or arbitration results; and

·

adverse changes in applicable laws, regulations or rules governing insurance holding companies and insurance companies, and tax or accounting matters including limitations on premium levels, increases in minimum capital and reserves, and other financial viability requirements, and changes that affect the cost of, or demand for our products.

Because forward-looking information is subject to various risks and uncertainties, actual results may differ materially from that expressed or implied by the forward-looking information.

Part I. - FINANCIAL INFORMATION

Item 1. - Financial Statements

NI Holdings, Inc.

Unaudited Consolidated Balance Sheets

(dollar amounts in thousands, except par value) 

 

		March 31, 2019				December 31, 2018
Assets:
Cash and cash equivalents		$	70,127			$	68,950
Fixed income securities, at fair value			260,824				254,969
Equity securities, at fair value			57,106				48,498
Other investments			1,914				1,954
Total cash and investments			389,971				374,371
Premiums and agents' balances receivable			38,502				34,287
Deferred policy acquisition costs			14,791				12,866
Reinsurance recoverables on losses			3,143				2,232
Accrued investment income			1,865				1,898
Property and equipment			7,243				6,979
Receivable from Federal Crop Insurance Corporation			14,282				16,169
Goodwill and other intangibles			3,488				4,623
Other assets			4,002				5,067
Total assets		$	477,287			$	458,492
Liabilities:
Unpaid losses and loss adjustment expenses		$	85,560			$	87,121
Unearned premiums			88,171				84,767
Reinsurance premiums payable			224				—
Federal income tax payable			166				197
Deferred income taxes, net			3,059				711
Accrued expenses and other liabilities			6,652				9,943
Commitments and contingencies			—				—
Total liabilities			183,832				182,739
Equity:
Common stock, $0.01 par value, authorized: 25,000,000 shares; issued: 23,000,000 shares; and outstanding: 2019 – 22,209,499 shares, 2018 – 22,192,894 shares			230				230
Preferred stock, without par value, authorized 5,000,000 shares, no shares issued or outstanding			—				—
Additional paid-in capital			94,829				94,486
Unearned employee stock ownership plan shares			(1,914	)			(1,914	)
Retained earnings			205,853				183,946
Accumulated other comprehensive income, net of income taxes			1,445				6,376
Treasury stock, at cost, 2019 – 599,131 shares, 2018 – 615,736 shares			(10,332	)			(10,634	)
Non-controlling interest			3,344				3,263
Total equity			293,455				275,753
Total liabilities and equity		$	477,287			$	458,492

 

The accompanying notes are an integral part of these consolidated financial statements. 

NI Holdings, Inc.

Unaudited Consolidated Statements of Operations

(dollar amounts in thousands, except per share amounts) 

 

		Three Months Ended March 31,
		2019				2018
Revenues:
Net premiums earned		$	50,506			$	36,112
Fee and other income			464				377
Net investment income			1,743				1,369
Net capital gain on investments			7,859				469
Total revenues			60,572				38,327
Expenses:
Losses and loss adjustment expenses			26,234				18,849
Amortization of deferred policy acquisition costs			9,222				7,039
Other underwriting and general expenses			7,472				4,838
Total expenses			42,928				30,726
Income before income taxes			17,644				7,601
Income taxes			3,848				1,449
Net income			13,796				6,152
Net income attributable to non-controlling interest			23				30
Net income attributable to NI Holdings, Inc.		$	13,773			$	6,122
Basic earnings per common share		$	0.62			$	0.27
Diluted earnings per common share		$	0.62			$	0.27

 

The accompanying notes are an integral part of these consolidated financial statements. 

 

NI Holdings, Inc.

Unaudited Consolidated Statements of Comprehensive Income (Loss)

(dollar amounts in thousands) 

 

		Three Months Ended March 31, 2019
		Attributable to NI Holdings, Inc.				Attributable to Non- Controlling Interest				Total
Net income		$	13,773			$	23			$	13,796
Other comprehensive income, before income taxes:
Holding gains on investments			4,092				72				4,164
Reclassification adjustment for net realized capital loss included in net income			26				1				27
Other comprehensive income, before income taxes			4,118				73				4,191
Income tax benefit related to items of other comprehensive income			(865	)			(15	)			(880	)
Other comprehensive income, net of income taxes			3,253				58				3,311
Comprehensive income		$	17,026			$	81			$	17,107

 

		Three Months Ended March 31, 2018
		Attributable to NI Holdings, Inc.				Attributable to Non- Controlling Interest				Total
Net income		$	6,122			$	30			$	6,152
Other comprehensive loss, before income taxes:
Holding losses on investments			(3,919	)			(82	)			(4,001	)
Reclassification adjustment for net realized capital gain included in net income			(469	)			—				(469	)
Other comprehensive loss, before income taxes			(4,388	)			(82	)			(4,470	)
Income tax benefit related to items of other comprehensive loss			921				17				938
Other comprehensive loss, net of income taxes			(3,467	)			(65	)			(3,532	)
Comprehensive income (loss)		$	2,655			$	(35	)		$	2,620

 

The accompanying notes are an integral part of these consolidated financial statements. 

 

NI Holdings, Inc.

Unaudited Consolidated Statements of Changes in Equity

(dollar amounts in thousands) 

 

Three Months Ended March 31, 2019
		Common Stock				Additional Paid-in Capital				Unearned Employee Stock Ownership Plan Shares				Retained Earnings				Accumulated Other Comprehensive Income, Net of Income Taxes				Treasury Stock				Non-Controlling Interest				Total Equity
Balance, January 1, 2019		$	230			$	94,486			$	(1,914	)		$	183,946			$	6,376			$	(10,634	)		$	3,263			$	275,753
Cumulative effect of change in accounting for equity securities			—				—				—				8,184				(8,184	)			—				—				—
Net income			—				—				—				13,773				—				—				23				13,796
Other comprehensive income, net of income taxes			—				—				—				—				3,253				—				58				3,311
Purchase of treasury stock			—				—				—				—				—				(2	)			—				(2	)
Share-based compensation			—				617				—				—				—				—				—				617
Issuance of vested award shares			—				(274	)			—				(50	)			—				304				—				(20	)
Balance, March 31, 2019		$	230			$	94,829			$	(1,914	)		$	205,853			$	1,445			$	(10,332	)		$	3,344			$	293,455

 

Three Months Ended March 31, 2018
		Common Stock				Additional Paid-in Capital				Unearned Employee Stock Ownership Plan Shares				Retained Earnings				Accumulated Other Comprehensive Income, Net of Income Taxes				Treasury Stock				Non-Controlling Interest				Total Equity
Balance, January 1, 2018		$	230			$	93,496			$	(2,157	)		$	152,865			$	15,998			$	(8,037	)		$	3,178			$	255,573
Net income			—				—				—				6,122				—				—				30				6,152
Other comprehensive loss, net of income taxes			—				—				—				—				(3,467	)			—				(65	)			(3,532	)
Share-based compensation			—				456				—				—				—				—				—				456
Issuance of vested award shares			—				(274	)			—				—				—				274				—				—
Balance, March 31, 2018		$	230			$	93,678			$	(2,157	)		$	158,987			$	12,531			$	(7,763	)		$	3,143			$	258,649

 

The accompanying notes are an integral part of these consolidated financial statements. 

 

NI Holdings, Inc.

Unaudited Consolidated Statements of Cash Flows

(dollar amounts in thousands) 

 

		Three Months Ended March 31,
		2019				2018
Cash flows from operating activities:
Net income		$	13,796			$	6,152
Adjustments to reconcile net income to operating cash flows:
Net capital gain on investments			(7,859	)			(469	)
Deferred income tax expense (benefit)			1,468				(120	)
Depreciation of property and equipment			142				139
Amortization of intangibles			1,135				—
Share-based compensation			617				456
Amortization of deferred policy acquisition costs			9,222				7,039
Deferral of policy acquisition costs			(11,147	)			(7,160	)
Net amortization of premiums and discounts on investments			250				349
Gain on sale of property and equipment			3				—
Changes in operating assets and liabilities:
Premiums and agents’ balances receivable			(4,215	)			(1,336	)
Reinsurance premiums receivable / payable			224				(409	)
Reinsurance recoverables on losses			(911	)			998
Accrued investment income			33				171
Receivable from Federal Crop Insurance Corporation			1,887				766
Federal income tax recoverable / payable			(31	)			69
Other assets			1,065				234
Unpaid losses and loss adjustment expenses			(1,561	)			(2,027	)
Unearned premiums			3,404				2,126
Accrued expenses and other liabilities			(3,291	)			(2,639	)
Net cash flows from operating activities			4,231				4,339
Cash flows from investing activities:
Proceeds from sales of fixed income securities			12,342				14,402
Proceeds from sales of equity securities			2,024				2,392
Purchases of fixed income securities			(14,282	)			(20,542	)
Purchases of equity securities			(2,746	)			(2,853	)
Purchases of property and equipment, net			(410	)			(141	)
Other			40				18
Net cash flows from investing activities			(3,032	)			(6,724	)
Cash flows from financing activities:
Purchases of treasury stock			(2	)			—
Issuance of restricted stock awards			(20	)			—
Net cash flows from financing activities			(22	)			—
Net increase (decrease) in cash and cash equivalents			1,177				(2,385	)
Cash and cash equivalents at beginning of period			68,950				27,594
Cash and cash equivalents at end of period		$	70,127			$	25,209

 

The Company paid $2,000 and $1,500 in federal income taxes during the three months ended March 31, 2019 and 2018, respectively.

 

The accompanying notes are an integral part of these consolidated financial statements. 

Notes to Unaudited Consolidated Financial Statements

1.

Organization

 

NI Holdings, Inc. (“NI Holdings”) is a North Dakota business corporation that is the stock holding company of Nodak Insurance Company and became such in connection with the conversion of Nodak Mutual Insurance Company from a mutual to stock form of organization and the creation of a mutual holding company. The conversion was consummated on March 13, 2017. Immediately following the conversion, all of the outstanding shares of common stock of Nodak Insurance Company (the successor to Nodak Mutual Insurance Company) were issued to Nodak Mutual Group, Inc., which then contributed the shares to NI Holdings in exchange for 55% of the outstanding shares of common stock of NI Holdings. Nodak Insurance Company then became a wholly-owned stock subsidiary of NI Holdings. Prior to completion of the conversion, NI Holdings conducted no business and had no assets or liabilities. As a result of the conversion, NI Holdings became the holding company for Nodak Insurance Company and its existing subsidiaries. The newly issued shares of NI Holdings were available for public trading on March 16, 2017.

These consolidated financial statements of NI Holdings include the financial position and results of NI Holdings and six other entities:

·

Nodak Insurance Company (“Nodak Insurance”, formerly Nodak Mutual Insurance Company prior to the conversion);

·

Nodak Agency, Inc. (“Nodak Agency”);

·

American West Insurance Company (“American West”);

·

Primero Insurance Company (“Primero”);

·

Battle Creek Mutual Insurance Company (“Battle Creek”, an affiliated company with Nodak Insurance); and

·

Direct Auto Insurance Company (“Direct Auto”).

Nodak Insurance is the largest domestic property and casualty insurance company in North Dakota. Nodak Insurance was incorporated on April 15, 1946 under the laws of North Dakota, and benefits from a strong marketing affiliation with the North Dakota Farm Bureau (“NDFB”). Nodak Insurance specializes in providing private passenger auto, homeowners, farmowners, commercial, crop hail, and Federal multi-peril crop insurance coverages.

Nodak Agency, a wholly-owned subsidiary of Nodak Insurance, is an inactive shell corporation.

American West, a wholly-owned subsidiary of Nodak Insurance, is a property and casualty insurance company licensed in eight states in the Midwest and Western regions of the United States. American West began writing policies in 2002 and primarily writes personal auto, homeowners, and farm coverages in South Dakota. American West also writes personal auto in North Dakota, as well as crop hail and Federal multi-peril crop insurance coverages in Minnesota and South Dakota.

Primero is a wholly-owned subsidiary of Tri-State, Ltd. Tri-State, Ltd. is an inactive shell corporation 100% owned by Nodak Insurance. Primero is a property and casualty insurance company writing non-standard automobile coverage in the states of Nevada, Arizona, North Dakota and South Dakota.

Battle Creek is controlled by Nodak Insurance via a surplus note and 100% quota-share agreement. The terms of the surplus note and quota-share agreement allow Nodak Insurance to appoint two-thirds of the Battle Creek Board of Directors. Battle Creek is a property and casualty insurance company writing personal auto, homeowners, and farm coverages solely in the state of Nebraska.

Direct Auto, a wholly-owned subsidiary of NI Holdings, is a property and casualty company licensed in Illinois. Direct Auto began writing non-standard automobile coverage in 2007, and was acquired by NI Holdings on August 31, 2018 via a stock purchase agreement. See Note 4.

The same executive management team provides oversight and strategic direction for the entire organization. Nodak Insurance provides common product oversight, pricing practices, and underwriting standards, as well as underwriting and claims administration, to itself, American West, and Battle Creek. Primero and Direct Auto personnel manage the day-to-day operations of their respective companies. The insurance companies share a combined business plan to achieve market penetration and underwriting profitability objectives. Distinctions within the products of the insurance companies generally relate to the states in which the risk is located and specific risk profiles targeted within similar classes of business.

2.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q

and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019.

Our consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, as well as Battle Creek, an entity we control via contract. We have eliminated all significant inter-company accounts and transactions in consolidation. The terms “we”, “us”, “our”, or “the Company” as used herein refer to the consolidated entity.

3.

Summary of Significant Accounting Policies

Use of Estimates:

In preparing our consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates.

We make estimates and assumptions that can have a significant effect on amounts and disclosures we report in our consolidated financial statements. The most significant estimates relate to our reserves for unpaid losses and loss adjustment expenses, earned premiums for crop insurance, valuation of investments, determination of other-than-temporary impairments, valuation allowances for deferred income tax assets, deferred policy acquisition costs, and the valuations used to establish intangible assets acquired related to business combinations. While we believe our estimates are appropriate, the ultimate amounts may differ from the estimates provided. We regularly review our methods for making these estimates as well as the continuing appropriateness of the estimated amounts, and we reflect any adjustment we consider necessary in our current results of operations.

Variable-Interest Entities:

Any company deemed to be a variable interest entity (“VIE”) is required to be consolidated by the primary beneficiary of the VIE.

We assess our investments in other entities at inception to determine if any meet the qualifications of a VIE. We consider an investment in another company to be a VIE if (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or the rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events, we would reassess our initial determination of whether the investment is a VIE.

We evaluate whether we are the primary beneficiary of each VIE and we consolidate the VIE if we have both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity. We consider the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights, and board representation of the respective parties in determining whether we qualify as the primary beneficiary. Our assessment of whether we are the primary beneficiary of a VIE is performed at least annually.

We control Battle Creek via a 100% quota-share reinsurance agreement between Nodak Insurance and Battle Creek, as well as the ability to control a majority of the Board of Directors of Battle Creek. Through the effects of the 100% quota-share agreement with Battle Creek, we are considered the primary beneficiary of Battle Creek’s operating results excluding investment income, bad debt expense, and income taxes. Therefore, we consolidate the financial statements of Battle Creek, and Battle Creek’s policyholders’ interest in Battle Creek is reflected as a non-controlling interest in Equity in our Consolidated Balance Sheet.

Cash and Cash Equivalents:

Cash and cash equivalents include certain investments in highly liquid debt instruments with original maturities of three months or less. Cost approximates fair value for these short-term investments.

 

Investments:

We have categorized our investment portfolio as “available-for-sale” and have reported the portfolio at fair value. Unrealized gains and losses on fixed income securities, and on equity securities prior to January 1, 2019, net of income taxes, are reported in accumulated other comprehensive income. Effective January 1, 2019, in accordance with a change in accounting rule, changes in unrealized gains and losses on equity securities are reported as a component of net capital gain on investments in our operating results.

Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Amortization of premium and accretion of discount are computed using an effective interest method. Net investment income includes interest and dividend income together with amortization of purchase premiums and discounts, and is net of investment management and custody fees. Realized gains and losses on investments are determined using the specific identification method and are included in net capital gain on investments, along with the change in unrealized gains and losses on equity securities after January 1, 2019.

We review our investments each quarter to determine whether a decline in fair value below the amortized cost basis is other than temporary. Accordingly, we assess whether we intend to sell or it is more likely than not that we will be required to sell a security before recovery of its amortized cost basis. For fixed income securities that are considered other-than-temporarily impaired and that we do not intend to sell and will not be required to sell prior to recovery of the amortized cost basis, we separate the amount of the impairment into the amount that is credit related (credit loss component) and the amount due to all other factors. The credit loss component is recognized in earnings and is the difference between the security’s amortized cost basis and the present value of its expected future cash flows discounted at the security’s effective yield. The remaining difference between the security’s fair value and the present value of future expected cash flows is due to factors that are not credit related and, therefore, is not required to be recognized as losses in the Consolidated Statement of Operations, but is recognized in other comprehensive income.

We classify each fair value measurement at the appropriate level in the fair value hierarchy. The hierarchy gives the highest priority to unadjusted quoted market price in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). An asset’s or liability’s classification within the fair value hierarchy is based on the lowest level of significant input to its valuation.

Level I – Quoted price in active markets for identical assets and liabilities.

Level II – Quoted prices in markets that are not active or inputs that are observable either directly or indirectly. Level II inputs include quoted prices for similar assets or liabilities other than quoted in prices in Level I, quoted prices in markets that are not active, or other inputs that are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level III – Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Unobservable inputs reflect the reporting entity’s own assumptions that market participants would use in pricing the asset or liability. Level III assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Fair Value of Other Financial Instruments:

Our other financial instruments, aside from investments, are cash and cash equivalents, premiums and agents’ balances receivable, and accrued expenses and accounts payable. The carrying amounts for cash and cash equivalents, premiums and agents’ balances receivable, and accrued expenses and accounts payable approximate their fair value based on their short-term nature. Other invested assets that do not have observable inputs and little or no market activity are carried on a cost basis. The carrying value of these other invested assets was $1,914 at March 31, 2019 and $1,954 at December 31, 2018.

Reclassifications:

Certain amounts in the 2018 consolidated financial statements have been reclassified to conform to the 2019 presentation.

Revenue Recognition:

We record premiums written at policy inception and recognize them as revenue on a pro rata basis over the policy term or, in the case of crop insurance, over the period of risk. The portion of premiums that could be earned in the future is deferred and reported

as unearned premiums. When policies lapse, the Company reverses the unearned portion of the written premium and removes the applicable unearned premium. Policy-related fee income is recognized when collected.

The Company uses the direct write-off method for recognizing bad debts. Accounts billed directly to the policyholder are provided grace payment and cancellation notice periods per state insurance regulations. Any earned but uncollected premiums are written off within 90 days after the effective date of policy cancellation.

Direct Auto also provides for agency billing for a portion of their agents. Accounts billed to agents are due within 60 days of the statement date. The balances are carried as agents’ balances receivable until it is determined the amount is not collectible from the agent. At that time, the balance is written off as uncollectible. The agent is responsible for all past due balances. As part of its agent appointment, Direct Auto requires a personal guarantee for all balances due to Direct Auto from the principal of the contracted agency.

Policy Acquisition Costs:

We defer our policy acquisition costs, consisting primarily of commissions, premium taxes and certain other underwriting costs, reduced by ceding commissions, which vary with and relate directly to the production of business. We amortize these deferred policy acquisition costs over the period in which we earn the premiums. The method we follow in computing deferred policy acquisition costs limits the amount of such deferred costs to their estimated realizable value, which gives effect to the premium to be earned, related investment income, losses and loss adjustment expenses, and certain other costs we expect to incur as we earn the premium.

Property and Equipment:

We report property and equipment at cost less accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets.

Losses and Loss Adjustment Expenses:

Liabilities for unpaid losses and loss adjustment expenses are estimates at a given point in time of the amounts we expect to pay with respect to policyholder claims based on facts and circumstances then known. At the time of establishing our estimates, we recognize that our ultimate liability for losses and loss adjustment expenses will exceed or be less than such estimates. We base our estimates of liabilities for unpaid losses and loss adjustment expenses on assumptions as to future loss trends, expected claims severity, judicial theories of liability, and other factors. During the loss adjustment period, we may learn additional facts regarding certain claims, and, consequently, it often becomes necessary for us to refine and adjust our estimates of the liability. We reflect any adjustments to our liabilities for unpaid losses and loss adjustment expenses in our operating results in the period in which we determine the need for a change in the estimates.

We maintain liabilities for unpaid losses and loss adjustment expenses with respect to both reported and unreported claims. We establish these liabilities for the purpose of covering the ultimate costs of settling all losses, including investigation and litigation costs. We base the amount of our liability for reported losses primarily upon a case-by-case evaluation of the type of risk involved, knowledge of the circumstances surrounding each claim, and the insurance policy provisions relating to the type of loss our policyholder incurred. We determine the amount of our liability for unreported losses and loss adjustment expenses on the basis of historical information by line of insurance. Inflation is not explicitly selected in the loss reserve analysis. However, historical inflation is embedded in the estimated loss reserving function through analysis of costs and trends and reviews of historical reserving results. We closely monitor our liabilities and update them periodically using new information on reported claims and a variety of statistical techniques. We do not discount our liabilities for unpaid losses and loss adjustment expense.

Reserve estimates can change over time because of unexpected changes in assumptions related to our external environment and, to a lesser extent, assumptions as to our internal operations. Assumptions related to our external environment include the absence of significant changes in tort law and the legal environment which may impact liability exposure, the trends in judicial interpretations of insurance coverage and policy provisions, and the rate of loss cost inflation. Internal assumptions include consistency in the recording of premium and loss statistics, consistency in the recording of claims, payment and case reserving methodologies, accurate measurement of the impact of rate changes and changes in policy provisions, consistency in the quality and characteristics of business written within a given line of business, and consistency in reinsurance coverage and collectability of reinsured losses, among other items. To the extent we determine that underlying factors impacting our assumptions have changed, we attempt to make appropriate adjustments for such changes in our reserves. Accordingly, our ultimate liability for unpaid losses and loss adjustment expenses will

likely differ from the amount recorded.

Income Taxes:

With the exception of Battle Creek, which files a stand-alone federal income tax return, we currently file a consolidated federal income tax return. For the year ended December 31, 2016, the consolidated federal income tax return included Nodak Mutual Insurance Company and its wholly-owned subsidiaries. For the year ended December 31, 2017 and thereafter, the consolidated federal income tax return included and will include thereafter NI Holdings and its wholly-owned subsidiaries. Direct Auto became part of the consolidated federal income tax return as of its acquisition date.

The Company reports tax-related interest and penalties, if any, as part of income tax expense in the year such amounts are determinable.

We account for deferred income taxes using the asset and liability method. The objective of the asset and liability method is to establish deferred income tax assets and liabilities for the temporary differences between the financial reporting basis and the income tax basis of our assets and liabilities at enacted tax rates expected to be in effect when we realize or settle such amounts.

Accounting guidance requires that companies re-measure existing deferred income tax assets (including loss carryforwards) and liabilities when a change in tax rate occurs, and record an offset for the net amount of the change as a component of income tax expense from continuing operations in the period of enactment. The guidance also requires any change to a previously recorded valuation allowance as a result of re-measuring existing temporary differences and loss carryforwards to be reflected as a component of income tax expense from continuing operations.

The Company has elected to reclassify any tax effects stranded in accumulated other comprehensive income as a result of a change in income tax rates to retained earnings.

Credit Risk:

Our primary investment objective is to earn competitive returns by investing in a diversified portfolio of securities. Our portfolio of fixed income securities and, to a lesser extent, short-term investments, is subject to credit risk. We define this risk as the potential loss in fair value resulting from adverse changes in the borrower’s ability to repay the debt. We manage this risk by performing an analysis of prospective investments and through regular reviews of our portfolio by our investment staff and advisors. We also limit the amount of our total investment portfolio that we invest in any one security.

Property and liability insurance coverages are marketed through captive agents in North Dakota and through independent insurance agencies located throughout all operating areas. All business is billed directly to policyholders.

We maintain cash balances primarily at one bank, which are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250. During the normal course of business, balances are maintained above the FDIC insurance limit. The Company maintains short-term investment balances in investment grade money market accounts that are insured by the Securities Investor Protection Corporation (“SIPC”) up to $500. On occasion, balances for these accounts are maintained in excess of the SIPC insurance limit.

Reinsurance:

The Company limits the maximum net loss that can arise from large risks or risks in concentrated areas of exposure by reinsuring (ceding) certain levels of risks to other insurers or reinsurers, either on an automatic basis under general reinsurance contracts knows as “treaties” or by negotiation on substantial individual risks. Ceded reinsurance is treated as the risk and liability of the assuming companies.

Reinsurance contracts do not relieve the Company from its obligations to policyholders. In the event that all or any of the reinsuring companies might be unable to meet their obligations under existing reinsurance agreements, the Company would be liable for such defaulted amounts.

Goodwill and Other Intangibles:

Goodwill represents the excess of the purchase price over the underlying fair value of acquired entities. When completing acquisitions, we seek also to identify separately identifiable intangible assets that we have acquired. We assess goodwill and intangible assets with an indefinite useful life for impairment annually. We also assess goodwill and other intangible assets for

impairment upon the occurrence of certain events. In making our assessment, we consider a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and current market data. Inherent uncertainties exist with respect to these factors and to our judgment in applying them when we make our assessment. Impairment of goodwill and other intangible assets could result from changes in economic and operating conditions in future periods. We did not record any impairments of goodwill or other intangible assets during the three month periods ended March 31, 2019 and 2018.

Goodwill arising from the acquisition of Primero in 2014 represents the excess of the purchase price over the fair value of the net assets acquired. The purchase price in excess of the fair value of net assets acquired was negotiated at arms-length with an unrelated party and was based upon the strategic decision by Company management to expand both the geographic footprint and product lines of the Company. The nature of the business acquired was such that there were limited intangible assets not reflected in the net assets acquired. The purchase price was paid with a combination of cash and cancellation of obligations owed to the acquired company by the sellers. The goodwill which arose from this transaction is included in the basis of the net assets acquired and is not deductible for income tax purposes.

Intangible assets arising from the acquisition of Direct Auto in 2018 represent the estimated fair values of certain intangible assets, including a favorable lease contract, a state insurance license, the value of the Direct Auto trade name, and the value of business acquired (“VOBA”). The state insurance license asset has an indefinite life, while the favorable lease contract, Direct Auto trade name, and VOBA assets will be amortized over eighteen months, five years, and twelve months, respectively, from the August 31, 2018 valuation date.

 

4.

Acquisition of Direct Auto Insurance Company

On August 31, 2018, the Company completed the acquisition of 100% of the common stock of Direct Auto from the private shareholders of Direct Auto, and Direct Auto became a consolidated subsidiary of the Company. Direct Auto is a property and casualty insurance company specializing in non-standard automobile insurance in the state of Illinois. The Company realized a $4,578 gain on the purchase of Direct Auto due to the use of applicable purchase accounting guidance (known as a “bargain purchase”).

Direct Auto will remain headquartered in Chicago, Illinois and the current president (who was also one of the principal shareholders) of Direct Auto will continue to manage the Direct Auto insurance operations along with the current staff and management team. The results of Direct Auto are included as part of the Company’s non-standard auto business segment following the closing date.

We account for business acquisitions in accordance with the acquisition method of accounting, which requires, among other things, that most assets acquired, liabilities assumed, and contingent consideration be recognized at their fair values as of the acquisition date, which is the closing date for the Direct Auto transaction. During the measurement period, adjustments to provisional purchase price allocations are recognized if new information is obtained about the facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends as soon as it is determined that no more information is obtainable, but in no case shall the measurement period exceed one year from the acquisition date. The Company does not expect any adjustments during this period.

The acquired Direct Auto business contributed revenues of $12,573 and net income of $4,134 to the Company for the three months ended March 31, 2019. The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2017:

		Pro forma Three Months Ended March 31,
		2019				2018
Revenues		$	60,572			$	48,666
Net income attributable to NI Holdings, Inc.			13,848				6,876
Basic earnings per share attributable to NI Holdings, Inc.			0.62				0.31

 

The Company did not reflect any material, nonrecurring pro forma adjustments directly attributable to the business combination in the above pro forma revenue and earnings.

These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of

Direct Auto to reflect the deferral and amortization of policy acquisition costs and the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied from January 1, 2017, with the related income tax effects.

In 2018, the Company incurred $118 of acquisition-related costs. These expenses did not impact the pro forma amounts presented above.

The Company paid $17,000 in cash consideration to the private shareholders of Direct Auto. The acquisition of Direct Auto did not include any contingent consideration. The following table summarizes the consideration transferred to acquire Direct Auto and the amounts of identified assets acquired and liabilities assumed at the acquisition date:

Fair Value of Consideration:
Total cash consideration transferred		$	17,000
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed:
Identifiable net assets:
Cash and cash equivalents		$	44,485
Fixed income securities, at fair value			11,414
Equity securities, at fair value			14,634
Premiums and agents' balances receivable			5,849
Accrued investment income			63
Property and equipment			31
Favorable lease contract (included in goodwill and other intangibles)			20
License (included in goodwill and other intangibles)			100
Trade name (included in goodwill and other intangibles)			248
Value of business acquired (included in goodwill and other intangibles)			5,134
Other assets			107
Unpaid losses and loss adjustment expenses			(40,967	)
Unearned premiums			(15,955	)
Federal income tax payable			(1,486	)
Deferred income taxes, net			(1,442	)
Accrued expenses and other liabilities			(657	)
Total identifiable net assets		$	21,578
Gain on bargain purchase		$	4,578

 

The fair value of the assets acquired includes premiums and agents’ balances receivable of $5,849. This is the gross amount due from policyholders and agents, none of which is anticipated to be uncollectible. The Company did not acquire any other material class of receivable as a result of the acquisition of Direct Auto.

We have completed our final analysis of the assets and liabilities acquired and assigned fair values to the acquired intangibles consisting of favorable lease contract, state insurance license, Direct Auto trade name, and VOBA intangible assets of $20, $100, $248, and $5,134, respectively. The state insurance license has an indefinite life, while the other intangible assets will be amortized over useful lives of up to five years.

The gain realized on bargain purchase of $4,578 from the Direct Auto acquisition is included in fee and other income in the Company’s Consolidated Statements of Operations during the three months ended September 30, 2018.

5.

Recent Accounting Pronouncements

As an emerging growth company, we have elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. The following discussion includes effective dates for both public business entities and emerging growth companies, as well as whether specific guidance may be adopted early.

Adopted

On July 1, 2017, the Company early adopted amended guidance from the Financial Accounting Standards Board (the “FASB”) on goodwill impairment testing. Under the amended guidance, the optional qualitative assessment (Step 0) and the first step of the quantitative assessment (Step 1) remain unchanged. Step 2 is eliminated. As a result, for annual impairment testing or in the

event a test is required prior to the annual test, the Company will use Step 0 to determine if an impairment might exist and Step 1 to determine the amount of goodwill impairment. An impairment loss will be recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill in the reporting unit. This guidance is effective for annual and interim reporting periods beginning after December 15, 2019 for public business entities. For private companies and emerging growth companies, this guidance is also effective for annual and interim reporting periods beginning after December 15, 2021. Early adoption is permitted for all entities beginning in 2017. The Company early adopted this guidance during the year ended December 31, 2017 on a prospective basis as a change in accounting principle, therefore at the date of adoption there was no impact to the Company’s financial position or results of operations.

In March 2016, the FASB issued amended guidance to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the Consolidated Statement of Cash Flows. All excess income tax benefits and income tax deficiencies should be recognized as income tax expense or benefit in the Consolidated Statement of Operations, instead of affecting additional paid-in-capital on the Consolidated Balance Sheet. These discrete income tax items should be classified along with other income tax cash flows as an operating activity on the Consolidated Statement of Cash Flows. In addition, cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity. This guidance is effective for annual periods beginning after December 15, 2016 for public business entities. For private companies and emerging growth companies, this guidance is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for all entities in any period. An entity that elects early adoption must adopt all amendments in the same period. Amendments requiring recognition of excess income tax benefits and income tax deficiencies in the Consolidated Statement of Operations should be applied prospectively. The Company early adopted this guidance on a prospective basis for the year ended December 31, 2017. At the date of adoption, there was an immaterial impact to the computation of diluted earnings per share, but no impact to the Company’s financial position or results of operations.

In February 2018, the FASB issued new guidance to provide companies the option to reclassify income tax effects that are stranded in accumulated other comprehensive income as a result of income tax reform to retained earnings. This guidance is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted for reporting periods for which financial statements have not yet been issued or made available for issuance. In the period of adoption, an entity would be able to choose whether to apply the amendments retrospectively or in the period of adoption. The Company elected to early adopt this guidance on a prospective basis, resulting in a $2,717 reclassification of stranded income tax effects from accumulated other comprehensive income to retained earnings within the Equity section of the Consolidated Balance Sheet as of December 31, 2017. There was no impact to the Company’s financial position, results of operations, or cash flows.

In January 2019, the Company adopted amended guidance from the FASB that generally requires entities to measure equity securities at fair value and recognize changes in fair value in their results of operations. The FASB issued other impairment, disclosure, and presentation improvements related to financial instruments within the guidance. Effective January 1, 2019, we applied this guidance, which resulted in a cumulative-effect reclassification of after-tax unrealized net capital gains aggregating $8,184, from accumulated other comprehensive income to retained earnings. This reclassification has no impact to the Company’s results of operations at the date of adoption. The after-tax change in accounting for equity securities did not affect the Company’s equity; however, the unrealized net capital gains reclassified at the transition date to retained earnings will never be recognized in net income. Prior year financial statements were not restated. Going forward, the accounting used for equity securities will record the market fluctuations attributed to equity securities through our results of operations rather than as a component of Other Comprehensive Income, which will add a level of volatility to our net income.

Not Yet Adopted

In May 2014, the FASB issued guidance that establishes the manner in which an entity recognizes the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. While the guidance will replace most existing GAAP revenue recognition guidance, the scope of the guidance excludes insurance contracts. The Company has reviewed its sources of revenues, and has determined that no material revenues are derived from non-insurance contracts and thus subject to the new revenue recognition guidance. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017 for public business entities. For private companies and emerging growth companies, this guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted for all entities. We currently believe that this guidance will have no impact on our financial position, results of operations, or cash flows when we adopt this guidance for the year ended December 31, 2019.

In February 2016, the FASB issued new guidance that requires lessees to recognize leases, including operating leases, on the lessee’s Consolidated Balance Sheet, unless a lease is considered a short-term lease. The new guidance also requires entities to make

new judgments to identify leases. In July 2018, the FASB issued additional guidance to allow an optional transition method. An entity may apply the new leases guidance at the beginning of the earliest period presented in the financial statements, or at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of cumulative adoption. The new guidance, which replaces the current lease guidance, is effective for annual and interim reporting periods beginning after December 15, 2018 for public business entities. For private companies and emerging growth companies, this guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities. We do not expect the adoption of this new guidance to have a significant impact on our financial position, results of operations, or cash flows.

In June 2016, the FASB issued a new standard that will require timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The guidance will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better form their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. Additionally, the guidance requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. Finally, the guidance amends the accounting for credit losses on available-for-sale fixed income securities and purchased financial assets with credit deterioration. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 for public business entities which are SEC filers. For private companies and emerging growth companies, this guidance is effective for annual reporting periods beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted for all entities as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are evaluating the impact this new guidance will have on our financial position, results of operations, and cash flows.

In August 2016, the FASB issued amended guidance that addresses diversity in how certain cash receipts and cash payments are presented and classified in the Consolidated Statement of Cash Flows. The amendments provide clarity on the treatment of eight specifically defined types of cash inflows and outflows. For private companies and emerging growth companies, this guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within fiscal years beginning after December 15, 2019 using a retrospective transition method to each period presented or prospectively if adoption of an issue is impracticable. The adoption of this amended guidance will have no effect on our financial position or results of operations. We do not expect this amended guidance to have a significant impact on our Consolidated Statement of Cash Flows.

In November 2016, the FASB issued amended guidance on the presentation of restricted cash in the Consolidated Statement of Cash Flows. Entities will be required to explain the changes during a reporting period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. For private companies and emerging growth companies, this guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments are to be applied using a retrospective transition method to each period presented. The adoption of this amended guidance will have no effect on our financial position or results of operations. We do not expect this amended guidance to have a significant impact on our Consolidated Statement of Cash Flows.

In March 2017, the FASB issued amended guidance to shorten the amortization period of premiums on certain purchased callable fixed income securities to the earliest call date. The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For private companies and emerging growth companies, this amended guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are evaluating the requirements of this guidance and the potential impact to our financial position, results of operations, and cash flows.

In August 2018, the FASB issued modified disclosure requirements relating to the fair value of assets and liabilities. The amended requirements are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. We do not expect these modified requirements will have a material impact on our financial disclosures.

6.

Investments

The amortized cost and estimated fair value of investment securities as of March 31, 2019 and December 31, 2018, were as follows:

		March 31, 2019
		Cost or Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
Fixed income securities:
U.S. Government and agencies		$	16,857			$	216			$	(44	)		$	17,029
Obligations of states and political subdivisions			55,258				924				(211	)			55,971
Corporate securities			96,096				1,198				(270	)			97,024
Residential mortgage-backed securities			49,923				371				(273	)			50,021
Commercial mortgage-backed securities			19,359				268				(141	)			19,486
Asset-backed securities			21,465				54				(226	)			21,293
Total fixed income securities			258,958				3,031				(1,165	)			260,824
Equity securities:
Basic materials			1,497				53				(64	)			1,486
Communications			4,319				2,230				(353	)			6,196
Consumer, cyclical			5,655				3,532				(144	)			9,043
Consumer, non-cyclical			10,094				5,506				(506	)			15,094
Energy			1,692				52				(127	)			1,617
Financial			4,873				247				(366	)			4,754
Industrial			4,442				3,341				(62	)			7,721
Technology			6,875				4,671				(351	)			11,195
Total equity securities			39,447				19,632				(1,973	)			57,106
Total investments		$	298,405			$	22,663			$	(3,138	)		$	317,930

 

		December 31, 2018
		Cost or Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
Fixed income securities:
U.S. Government and agencies		$	19,183			$	158			$	(133	)		$	19,208
Obligations of states and political subdivisions			52,782				475				(559	)			52,698
Corporate securities			95,290				265				(1,413	)			94,142
Residential mortgage-backed securities			50,902				110				(729	)			50,283
Commercial mortgage-backed securities			19,520				65				(270	)			19,315
Asset-backed securities			19,617				4				(298	)			19,323
Total fixed income securities			257,294				1,077				(3,402	)			254,969
Equity securities:
Basic materials			1,527				—				(187	)			1,340
Communications			4,076				1,296				(424	)			4,948
Consumer, cyclical			5,128				2,650				(167	)			7,611
Consumer, non-cyclical			9,356				3,929				(916	)			12,369
Energy			1,622				8				(289	)			1,341
Financial			4,856				121				(549	)			4,428
Industrial			4,537				2,529				(368	)			6,698
Technology			7,037				3,647				(921	)			9,763
Total equity securities			38,139				14,180				(3,821	)			48,498
Total investments		$	295,433			$	15,257			$	(7,223	)		$	303,467

 

The amortized cost and estimated fair value of fixed income securities by contractual maturity are shown below. Actual maturities could differ from contractual maturities because issuers of the securities may have the right to call or prepay certain obligations, which may or may not include call or prepayment penalties.

		March 31, 2019
		Amortized Cost				Fair Value
Due to mature:
One year or less		$	13,304			$	13,322
After one year through five years			96,223				97,197
After five years through ten years			50,610				51,302
After ten years			8,074				8,203
Mortgage / asset-backed securities			90,747				90,800
Total fixed income securities		$	258,958			$	260,824

 

		December 31, 2018
		Amortized Cost				Fair Value
Due to mature:
One year or less		$	12,490			$	12,463
After one year through five years			96,900				96,614
After five years through ten years			52,128				51,351
After ten years			5,737				5,620
Mortgage / asset-backed securities			90,039				88,921
Total fixed income securities		$	257,294			$	254,969

Fixed income securities with a fair value of $4,954 at March 31, 2019 and $4,900 at December 31, 2018, were deposited with various state regulatory agencies as required by law. The Company has not pledged any assets to secure any obligations.

 

The investment category and duration of the Company’s gross unrealized losses on fixed income securities and equity securities were as follows:

		March 31, 2019
		Less than 12 Months								Greater than 12 months								Total
		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
Fixed income securities:
U.S. Government and agencies		$	450			$	(4	)		$	3,631			$	(40	)		$	4,081			$	(44	)
Obligations of states and political subdivisions			4,796				(84	)			6,368				(127	)			11,164				(211	)
Corporate securities			1,848				(7	)			34,892				(263	)			36,740				(270	)
Residential mortgage-backed securities			314				(1	)			19,401				(272	)			19,715				(273	)
Commercial mortgage-backed securities			2,298				(16	)			5,316				(125	)			7,614				(141	)
Asset-backed securities			4,849				(151	)			9,435				(75	)			14,284				(226	)
Total fixed income securities			14,555				(263	)			79,043				(902	)			93,598				(1,165	)
Equity securities:
Basic materials			1,147				(64	)			—				—				1,147				(64	)
Communications			1,927				(299	)			159				(54	)			2,086				(353	)
Consumer, cyclical			1,274				(144	)			—				—				1,274				(144	)
Consumer, non-cyclical			3,348				(506	)			—				—				3,348				(506	)
Energy			896				(127	)			—				—				896				(127	)
Financial			2,496				(321	)			294				(45	)			2,790				(366	)
Industrial			1,404				(62	)			—				—				1,404				(62	)
Technology			2,328				(351	)			—				—				2,328				(351	)
Total equity securities			14,820				(1,874	)			453				(99	)			15,273				(1,973	)
Total investments		$	29,375			$	(2,137	)		$	79,496			$	(1,001	)		$	108,871			$	(3,138	)

 

 

		December 31, 2018
		Less than 12 Months								Greater than 12 months								Total
		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
Fixed income securities:
U.S. Government and agencies		$	2,593			$	(3	)		$	7,523			$	(130	)		$	10,116			$	(133	)
Obligations of states and political subdivisions			8,467				(119	)			18,218				(440	)			26,685				(559	)
Corporate securities			24,793				(266	)			45,033				(1,147	)			69,826				(1,413	)
Residential mortgage-backed securities			10,325				(62	)			26,459				(667	)			36,784				(729	)
Commercial mortgage-backed securities			5,980				(55	)			7,117				(215	)			13,097				(270	)
Asset-backed securities			7,908				(183	)			10,276				(115	)			18,184				(298	)
Total fixed income securities			60,066				(688	)			114,626				(2,714	)			174,692				(3,402	)
Equity securities:
Basic materials			1,340				(187	)			—				—				1,340				(187	)
Communications			2,001				(378	)			167				(46	)			2,168				(424	)
Consumer, cyclical			1,237				(167	)			—				—				1,237				(167	)
Consumer, non-cyclical			4,781				(899	)			316				(17	)			5,097				(916	)
Energy			1,041				(289	)			—				—				1,041				(289	)
Financial			3,722				(549	)			—				—				3,722				(549	)
Industrial			2,281				(368	)			—				—				2,281				(368	)
Technology			3,212				(833	)			123				(88	)			3,335				(921	)
Total equity securities			19,615				(3,670	)			606				(151	)			20,221				(3,821	)
Total investments		$	79,681			$	(4,358	)		$	115,232			$	(2,865	)		$	194,913			$	(7,223	)

 

Investments with unrealized losses are categorized with a duration of greater than 12 months when all positions of a security have continually been in a loss position for at least 12 months.

We frequently review our investment portfolio for declines in fair value. Our process for identifying declines in the fair value of investments that are other than temporary involves consideration of several factors. These factors include (i) the time period in which there has been a significant decline in value, (ii) an analysis of the liquidity, business prospects, and overall financial condition of the issuer, (iii) the significance of the decline, and (iv) our intent and ability to hold the investment for a sufficient period of time for the value to recover. When our analysis of the above factors results in the conclusion that declines in fair values are other than temporary, the cost of the securities is written down to fair value and the previously unrealized loss is therefore reflected as a realized capital loss on investment.

The Company recorded no impairments during the three months ended March 31, 2019 and 2018.

As of March 31, 2019, we held 192 fixed income securities with unrealized losses. As of December 31, 2018, we held 317 fixed income securities with unrealized losses. In conjunction with our outside investment advisors, we analyzed the credit ratings of the securities as well as the historical monthly amortized cost to fair value ratio of securities in an unrealized loss position. This analysis yielded no fixed income securities which had fair values less than 80% of amortized cost for the preceding 12-month period.

 

Net investment income consisted of the following:

		Three Months Ended March 31,
		2019				2018
Fixed income securities		$	1,976			$	1,599
Equity securities			224				229
Real estate			91				91
Cash and cash equivalents			17				19
Total gross investment income			2,308				1,938
Investment expenses			565				569
Net investment income		$	1,743			$	1,369

Net capital gain on investments consisted of the following:

		Three Months Ended March 31,
		2019				2018
Gross realized gains:
Fixed income securities		$	3			$	12
Equity securities			698				578
Total gross realized gains			701				590
Gross realized losses, excluding other-than-temporary impairment losses:
Fixed income securities			(30	)			(49	)
Equity securities			(112	)			(72	)
Total gross realized losses, excluding other-than-temporary impairment losses			(142	)			(121	)
Net realized gain on investments			559				469
Change in net unrealized gain on equity securities			7,300				—
Net capital gain on investments		$	7,859			$	469

Effective January 1, 2019, the market fluctuations attributed to equity securities are included in the Company’s results of operations. Prior to the adoption of this accounting pronouncement, net unrealized gains and losses on equity securities were recorded in accumulated other comprehensive income. The after-tax amount of unrealized gains on equity securities, aggregating $8,184 as of December 31, 2018, was reclassified from accumulated other comprehensive income to retained earnings as of January 1, 2019.

7.       Fair Value Measurements

We maximize the use of observable inputs in our valuation techniques and apply unobservable inputs only to the extent that observable inputs are unavailable. The largest class of assets and liabilities carried at fair value by the Company at March 31, 2019 and December 31, 2018 were fixed income securities.

Prices provided by independent pricing services and independent broker quotes can vary widely, even for the same security.

Our available-for-sale investments are comprised of a variety of different securities, which are classified into levels based on the valuation technique and inputs used in their valuation. The valuation of cash equivalents and equity securities are generally based on Level I inputs, which use the market approach valuation technique. The valuation of fixed income securities generally incorporates significant Level II inputs using the market and income approach techniques. We may assign a lower level to inputs typically considered to be Level II based on our assessment of liquidity and relative level of uncertainty surrounding inputs. There were no assets or liabilities classified as Level III at March 31, 2019 or December 31, 2018.

 

The following tables set forth our assets which are measured on a recurring basis by the level within the fair value hierarchy in which fair value measurements fall:

		March 31, 2019
		Total				Level I				Level II				Level III
Fixed income securities:
U.S. Government and agencies		$	17,029			$	—			$	17,029			$	—
Obligations of states and political subdivisions			55,971				—				55,971				—
Corporate securities			97,024				—				97,024				—
Residential mortgage-backed securities			50,021				—				50,021				—
Commercial mortgage-backed securities			19,486				—				19,486				—
Asset-backed securities			21,293				—				21,293				—
Total fixed income securities			260,824				—				260,824				—
Equity securities:
Basic materials			1,486				1,486				—				—
Communications			6,196				6,196				—				—
Consumer, cyclical			9,043				9,043				—				—
Consumer, non-cyclical			15,094				15,094				—				—
Energy			1,617				1,617				—				—
Financial			4,754				4,754				—				—
Industrial			7,721				7,721				—				—
Technology			11,195				11,195				—				—
Total equity securities			57,106				57,106				—				—
Cash and cash equivalents			70,127				70,127				—				—
Total assets at fair value		$	388,057			$	127,233			$	260,824			$	—

 

		December 31, 2018
		Total				Level I				Level II				Level III
Fixed income securities:
U.S. Government and agencies		$	19,208			$	—			$	19,208			$	—
Obligations of states and political subdivisions			52,698				—				52,698				—
Corporate securities			94,142				—				94,142				—
Residential mortgage-backed securities			50,283				—				50,283				—
Commercial mortgage-backed securities			19,315				—				19,315				—
Asset-backed securities			19,323				—				19,323				—
Total fixed income securities			254,969				—				254,969				—
Equity securities:
Basic materials			1,340				1,340				—				—
Communications			4,948				4,948				—				—
Consumer, cyclical			7,611				7,611				—				—
Consumer, non-cyclical			12,369				12,369				—				—
Energy			1,341				1,341				—				—
Financial			4,428				4,428				—				—
Industrial			6,698				6,698				—				—
Technology			9,763				9,763				—				—
Total equity securities			48,498				48,498				—				—
Cash and cash equivalents			68,950				68,950				—				—
Total assets at fair value		$	372,417			$	117,448			$	254,969			$	—

There were no liabilities measured at fair value on a recurring basis at March 31, 2019 or December 31, 2018.

 

8.       Reinsurance

The Company will assume and cede certain premiums and losses to and from various companies and associations under various reinsurance agreements. The Company seeks to limit the maximum net loss that can arise from large risks or risks in concentrated areas of exposure through use of these agreements, either on an automatic basis under general reinsurance contracts known as treaties or by negotiation on substantial individual risks.

Reinsurance contracts do not relieve the Company from its obligation to policyholders. Additionally, failure of reinsurers to honor their obligations could result in significant losses to us. There can be no assurance that reinsurance will continue to be available to us at the same extent, and at the same cost, as it has in the past. The Company may choose in the future to reevaluate the use of reinsurance to increase or decrease the amounts of risk ceded to reinsurers.

As a group, during the three months ended March 31, 2019, the Company retained the first $10,000 of weather-related losses from catastrophic events and had reinsurance under various reinsurance agreements up to $78,600 in excess of its $10,000 retained risk. During the years ended December 31, 2018 and 2017, the catastrophic retention amount was $10,000 while the catastrophic reinsurance was $74,600. Prior to January 1, 2017, the group collectively retained the first $5,000 of weather-related losses.

The Company actively monitors and evaluates the financial condition of the reinsurers and develops estimates of the uncollectible amounts due from reinsurers. Such estimates are made based on periodic evaluation of balances due from reinsurers, judgments regarding reinsurers’ solvency, known disputes, reporting characteristics of the underlying reinsured business, historical experience, current economic conditions, and the state of reinsurer relations in general. Collection risk is mitigated from reinsurers by entering into reinsurance arrangements only with reinsurers that have strong credit ratings and statutory surplus above certain levels. The Company’s largest reinsurance recoverables on paid and unpaid losses were due from reinsurance companies with A.M. Best ratings of “A-” or higher, except for one reinsurer with a rating downgraded to “B++” during 2018, with a receivable of $284 at March 31, 2019. This reinsurer was replaced during 2018, primarily due to the downgrade.

A reconciliation of direct to net premiums on both a written and an earned basis is as follows:

		Three Months Ended March 31, 2019
		Premiums Written				Premiums Earned
Direct premium		$	55,653			$	52,253
Assumed premium			1,029				1,026
Ceded premium			(2,773	)			(2,773	)
Net premiums		$	53,909			$	50,506
Percentage of assumed earned premium to net earned premium							2.0%

 

		Three Months Ended March 31, 2018
		Premiums Written				Premiums Earned
Direct premium		$	39,274			$	37,192
Assumed premium			1,283				1,239
Ceded premium			(2,319	)			(2,319	)
Net premiums		$	38,238			$	36,112
Percentage of assumed earned premium to net earned premium							3.4%

 

A reconciliation of direct to net losses and loss adjustment expenses is as follows:

		Three Months Ended March 31,
		2019				2018
Direct losses and loss adjustment expenses		$	26,631			$	18,637
Assumed losses and loss adjustment expenses			443				589
Ceded losses and loss adjustment expenses			(840	)			(377	)
Net losses and loss adjustment expenses		$	26,234			$	18,849

If 100% of our ceded reinsurance was cancelled as of March 31, 2019 or December 31, 2018, no ceded commissions would need to be returned to the reinsurers. Reinsurance contracts are typically effective from January 1 through December 31 each year.

9.       Deferred Policy Acquisition Costs

Activity with regards to our deferred policy acquisition costs was as follows:

		Three Months Ended March 31,
		2019				2018
Balance, beginning of period		$	12,866			$	8,859
Deferral of policy acquisition costs			11,147				7,160
Amortization of deferred policy acquisition costs			(9,222	)			(7,039	)
Balance, end of period		$	14,791			$	8,980

10.       Unpaid Losses and Loss Adjustment Expenses

Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:

		Three Months Ended March 31,
		2019				2018
Balance at beginning of period:
Liability for unpaid losses and loss adjustment expenses		$	87,121			$	45,890
Reinsurance recoverables on losses			2,232				4,128
Net balance at beginning of period			84,889				41,762
Incurred related to:
Current year			31,203				18,773
Prior years			(4,969	)			76
Total incurred			26,234				18,849
Paid related to:
Current year			11,064				8,740
Prior years			17,642				11,138
Total paid			28,706				19,878
Balance at end of period:
Liability for unpaid losses and loss adjustment expenses			85,560				43,863
Reinsurance recoverables on losses			3,143				3,130
Net balance at end of period		$	82,417			$	40,733

The prior years’ provision for unpaid losses and loss adjustment expenses decreased by $4,969 during the three months ended March 31, 2019, compared to an increase of $76 during the three months ended March 31, 2018. Increases and decreases are generally the result of ongoing analysis of loss development trends. As additional information becomes known regarding individual claims, original estimates are increased or decreased accordingly. The decrease for the three months ended March 31, 2019 was primarily attributable to continued favorable development of the Direct Auto book of business.

11.       Property and Equipment

Property and equipment consisted of the following:

		March 31, 2019				December 31, 2018				Estimated Useful Life
Cost:
Real estate		$	12,099			$	11,911			10 - 31 years
Electronic data processing equipment			1,344				1,286			5-7 years
Furniture and fixtures			2,829				2,829			5-7 years
Automobiles			1,702				1,596			2-3 years
Gross cost			17,974				17,622
Accumulated depreciation			(10,731	)			(10,643	)
Total property and equipment, net		$	7,243			$	6,979

Depreciation expense was $142 and $139 for the three months ended March 31, 2019 and 2018, respectively.

12.       Related Party Transactions

We were organized by the NDFB to provide insurance protection for its members. We have a royalty agreement with the NDFB that recognizes the use of their trademark and provides royalties to the NDFB based on the premiums written on Nodak Insurance’s insurance policies. Royalties paid to the NDFB were $324 and $307 during the three months ended March 31, 2019 and 2018, respectively. Royalty amounts payable of $125 and $108 were accrued as a liability to the NDFB at March 31, 2019 and December 31, 2018, respectively.

State insurance laws require our insurance subsidiaries to maintain certain minimum capital and surplus amounts on a statutory basis. Our insurance subsidiaries are subject to regulations that restrict the payment of dividends from statutory surplus and may require prior approval from their domiciliary insurance regulatory authorities. Our insurance subsidiaries are also subject to risk-based capital (“RBC”) requirements that may further affect their ability to pay dividends. Our insurance subsidiaries statutory capital and surplus at December 31, 2018 exceeded the amount of statutory capital and surplus necessary to satisfy regulatory requirements, including the RBC requirements, by a significant margin.

The amount available for payment of dividends from Nodak Insurance to NI Holdings during 2019 without the prior approval of the North Dakota Insurance Department is $17,588 based upon the policyholders’ surplus of Nodak Insurance at December 31, 2018. Prior to its payment of any extraordinary dividend, Nodak Insurance will be required to provide notice of the dividend to the North Dakota Insurance Department. This notice must be provided to the North Dakota Insurance Department 30 days prior to the payment of an extraordinary dividend and 10 days prior to the payment of an ordinary dividend. The North Dakota Insurance Department has the power to limit or prohibit dividend payments if Nodak Insurance is in violation of any law or regulation. These restrictions or any subsequently imposed restrictions may affect our future liquidity. No dividends were declared or paid by Nodak Insurance during the three months ended March 31, 2019 or the year ended December 31, 2018.

The amount available for payment of dividends from Direct Auto to NI Holdings during 2019 without the prior approval of the Illinois Department of Insurance is $6,653 based upon the statutory net income of Direct Auto for the year ended December 31, 2018. Prior to its payment of any dividend, Direct Auto will be required to provide notice of the dividend to the Illinois Department of Insurance. This notice must be provided to the Illinois Department of Insurance within five business days following declaration of any dividend and no less than 30 days prior to the payment of an extraordinary dividend or 10 days prior to the payment of an ordinary dividend. The Illinois Department of Insurance has the power to limit or prohibit dividend payments if Direct Auto is in violation of any law or regulation. These restrictions or any subsequently imposed restrictions may affect our future liquidity. No dividends were declared or paid by Direct Auto during the three months ended March 31, 2019 or the year ended December 31, 2018.

 

The following table illustrates the impact of including Battle Creek in our Consolidated Balance Sheets prior to intercompany eliminations:

		March 31, 2019				December 31, 2018
Assets:
Cash and cash equivalents (overdraft)		$	1,445			$	(818	)
Investments			4,338				4,304
Premiums and agents’ balances receivable			4,624				4,479
Reinsurance recoverables on losses (1)			23,233				21,117
Accrued investment income			30				31
Deferred income tax asset, net			391				414
Property and equipment			358				356
Other assets			42				48
Total assets		$	34,461			$	29,931
Liabilities:
Unpaid losses and loss adjustment expenses		$	8,362			$	6,579
Unearned premiums			14,871				14,538
Notes payable (1)			3,000				3,000
Reinsurance premiums payable (1)			3,953				972
Accrued expenses and other liabilities			931				1,579
Total liabilities			31,117				26,668
Equity:
Non-controlling interest			3,344				3,263
Total equity			3,344				3,263
Total liabilities and equity		$	34,461			$	29,931

 

(1) Amount eliminated in consolidation.                

 

Total statutory revenues of Battle Creek, after intercompany eliminations, which is limited to net investment income and other income, were $31 and $38, respectively, during the three months ended March 31, 2019 and 2018, respectively. There were no statutory-basis expenses reported, after intercompany eliminations, during the three months ended March 31, 2019 and 2018.

13.       Benefit Plans

The Company sponsors a money-purchase plan that covers all eligible employees. Plan costs are funded annually as they are earned. The Company’s contribution expense for the money-purchase plan totaled $199 and $197 during the three months ended March 31, 2019 and 2018, respectively.

The Company also sponsors a 401(k) plan with an automatic contribution to all eligible employees and a matching contribution for eligible employees of 50% up to 3% of eligible compensation. The Company’s contributions expense to the 401(k) plan totaled $139 and $140 during the three months ended March 31, 2019 and 2018, respectively. All fees associated with both plans are deducted from the eligible employee accounts.

Deferred Compensation Plan

The Board of Directors has authorized a non-qualified deferred compensation plan covering key executives of the Company as designated by the Board of Directors. The Company’s policy is to fund the plan in a given calendar year by amounts that exceed the maximum contribution allowed by the Employee Retirement Income Security Act (“ERISA”). The Company’s expenses included $13 and $13 during the three months ended March 31, 2019 and 2018, respectively.

Employee Stock Ownership Plan

The Company has established an Employee Stock Ownership Plan (the “ESOP”). The ESOP is intended to be an employee stock ownership plan within the meaning of Internal Revenue Code Section 4975(e)(7) and will invest primarily in common stock of the Company.

In connection with our initial public offering in March 2017, Nodak Insurance loaned $2,400 to the ESOP’s related trust (the “ESOP Trust”). The ESOP loan will be for a period of ten years and bears interest at the long-term Applicable Federal Rate effective

on the closing date of the offering (2.79% annually). The ESOP Trust used the proceeds of the loan to purchase shares in our initial public offering, which results in the ESOP Trust owning approximately 1.0% of the Company’s authorized shares. The ESOP has purchased the shares for investment and not for resale.

The shares purchased by the ESOP Trust in the offering are held in a suspense account as collateral for the ESOP loan. The shares held in the ESOP’s suspense account are not considered outstanding for earnings per share purposes. Nodak Insurance will make semi-annual cash contributions to the ESOP in amounts no smaller than the amounts required for the ESOP Trust to make its loan payments to Nodak Insurance. While the ESOP makes two loan payments per year, a pre-determined portion of the shares will be released from the suspense account and allocated to participant accounts at the end of the calendar year. This release and allocation will occur on an annual basis over the ten-year term of the ESOP loan. Nodak Insurance will have a lien on the shares of common stock of the Company held by the ESOP to secure repayment of the loan from the ESOP to Nodak Insurance. If the ESOP is terminated as a result of a change in control of the Company, the ESOP may be required to pay the costs of terminating the plan.

It is anticipated that the only assets held by the ESOP will be shares of the Company’s common stock. Participants in the ESOP cannot direct the investment of any assets allocated to their accounts. The initial ESOP participants are employees of Nodak Insurance. The employees of Primero and Direct Auto will not participate in the ESOP. American West and Battle Creek have no employees.

Each employee of Nodak Insurance will automatically become a participant in the ESOP if such employee is at least 21 years old, has completed a minimum of one thousand hours of service with Nodak Insurance, and has completed an Eligibility Computation Period. Employees are not permitted to make any contributions to the ESOP. Participants in the ESOP will receive annual reports from the Company showing the number of shares of common stock of the Company allocated to the participant’s account and the market value of those shares. The shares are allocated to participants based on compensation as provided for in the ESOP.

In connection with the initial public offering, the Company created a contra-equity account on the Company’s Consolidated Balance Sheet equal to the ESOP’s basis in the shares. The basis of those shares was set at $10.00 per share as part of the initial public offering. As shares are released from the ESOP suspense account, the contra-equity account will be credited, which shall reduce the impact of the contra-equity account on the Company’s Consolidated Balance Sheet. The Company shall record a compensation expense related to the shares released, which compensation expense is equal to the number of shares released from the suspense account multiplied by the average market value of the Company’s stock during the period.

The Company recognized compensation expense of $94 and $103 during the three months ended March 31, 2019 and 2018, respectively.

Through March 31, 2019 and December 31, 2018, 48,630 ESOP shares had been released and allocated to participants, with a remainder of 191,370 ESOP shares in suspense at March 31, 2019 and December 31, 2018. Using the Company’s quarter-end market price of $16.00 per share, the fair value of the unearned ESOP shares was $3,062 at March 31, 2019.

 

 

14.       Line of Credit

Nodak Insurance has a $5,000 line of credit with Wells Fargo Bank, N.A., of which there were no outstanding amounts as of March 31, 2019 or December 31, 2018. This line of credit is scheduled to expire on December 31, 2019.

15.       Income Taxes

At March 31, 2019 and December 31, 2018, we had no unrecognized tax benefits, no accrued interest and penalties, and no significant uncertain tax positions. No interest and penalties were recognized during the three months ended March 31, 2019 or 2018.

At March 31, 2019 and December 31, 2018, the Company, other than Battle Creek, had no income tax related carryovers for net operating losses, alternative minimum tax credits, or capital losses. Battle Creek, which files its income tax returns on a stand-alone basis, had $4,786 of net operating loss carryover at December 31, 2018. The net operating loss carryforward expires beginning in 2021 through 2030.

16.       Operating Leases

Our Primero subsidiary leases a facility in Spearfish, South Dakota under a non-cancellable operating lease expiring in 2023. Our Direct Auto subsidiary leases a facility in Chicago, Illinois under a non-cancellable operating lease expiring in 2020. There were expenses of $75 and $15 related to these leases during the three months ended March 31, 2019 and 2018, respectively.

As of March 31, 2019, we have minimum future commitments under non-cancellable leases as follows:

Year ending December 31,		Estimated Future Minimum Commitments
2019			301
2020			121
2021			60
2022			60
2023			30

 

We also sub-lease portions of our home office building under non-cancellable operating leases.

17.       Contingencies

We have been named as a defendant in various lawsuits relating to our insurance operations. Contingent liabilities arising from litigation, income taxes and other matters are not considered to be material to our financial position.

The Company does not have any unrecorded or potential contingent liabilities or material commitments requiring the use of assets as of March 31, 2019 or December 31, 2018.

 

18.

Common Stock

Changes in the number of common stock shares outstanding are as follows:

		Three Months Ended March 31,
		2019				2018
Shares outstanding, beginning of period			22,192,894				22,337,644
Treasury shares repurchased through stock repurchase authorization			(100	)			—
Issuance of treasury shares for vesting of restricted stock units			16,705				15,200
Shares outstanding, end of period			22,209,499				22,352,844

 

On February 28, 2018, our Board of Directors approved an authorization for the repurchase of up to approximately $10 million of the Company’s outstanding common stock. We completed the repurchase of 191,265 shares of our common stock for $2,966 during 2018, and an additional 100 shares for $2 during the three months ended March 31, 2019. The cost of this treasury stock is a reduction of Equity within our Consolidated Balance Sheet.

 

19.

Stock Based Compensation

At its 2017 Annual Shareholders’ Meeting, the NI Holdings, Inc. 2017 Stock and Incentive Plan (the “Plan”) was approved by shareholders. The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors, and non-employee directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business, to compensate such persons through various stock and cash-based arrangements, and to provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s shareholders.

The Plan provides for the grant of nonqualified stock options, incentive stock options, restricted stock units (“RSUs”), stock appreciation rights, dividend equivalents, and performance share units (“PSUs”) to employees, officers, consultants, advisors, non-employee directors, and independent contractors designated by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Awards made under the Plan are based upon, among other things, a participant’s level of responsibility and performance within the Company.

The total aggregate number of shares of common stock that awards may be issued under all awards made under the Plan shall not exceed 500,000 shares of common stock, subject to adjustments as provided in the Plan. No eligible participant may be granted more than 100,000 shares from any stock options, stock appreciation rights, or performance awards denominated in shares, in the aggregate in any calendar year, subject to adjustment in accordance with the Plan. The aggregate amount payable pursuant to all performance awards denominated in cash to any eligible person in any calendar year is limited to $1,000 in value. Directors who are not also employees of the Company may not be granted awards denominated in shares that exceed $100 in any calendar year.

Restricted Stock Units

The Compensation Committee has awarded RSUs to non-employee directors and select executives. RSUs are promises to issue actual shares of common stock at the end of a vesting period. The RSUs granted to executives under the Plan were based on salary and generally vest 20% per year over a five-year period, while RSUs granted to non-employee directors vest 100% on the date of the next annual meeting of shareholders following the grant date. Dividend equivalents on RSUs are accrued during the vesting period and paid in cash at the end of the vesting period, but are subject to forfeiture until the underlying shares become vested. Participants do not have voting rights with respect to RSUs.

The Company recognizes stock-based compensation costs based on the grant date fair value. The compensation costs are normally expensed over the vesting periods to each vesting date; however, the cost of RSUs granted to executives are expensed immediately if the executive has met certain retirement criteria and the RSUs become non-forfeitable. Estimated forfeitures are included in the determination of compensation costs. No forfeitures are currently estimated.

 

A summary of the Company’s outstanding restricted stock units is presented below:

		RSUs				Weighted-Average Grant-Date Fair Value Per Share
Units outstanding and unearned at January 1, 2018			65,500			$	17.31
RSUs granted during 2018			40,000				16.25
RSUs earned during 2018			(31,620	)			16.99
Units outstanding and unearned at December 31, 2018			73,880			$	16.87
RSUs granted during 2019			41,600				15.21
RSUs earned during 2019			(26,940	)			16.23
Units outstanding and unearned at March 31, 2019			88,540			$	16.29

 

The following table shows the impact of RSU activity to the Company’s financial results:

		Three Months Ended March 31,
		2019				2018
RSU compensation expense		$	319			$	434
Income tax benefit			(67	)			(91	)
RSU compensation expense, net of income taxes		$	252			$	343

 

At March 31, 2019, there was $977 of unrecognized compensation cost related to outstanding RSUs. That cost is expected to be recognized over a weighted-average period of 3.89 years.

Performance Stock Units

The Compensation Committee has awarded PSUs to select executives. PSUs are promises to issue actual shares of common stock at the end of a vesting period, if certain performance conditions are met. The PSUs granted to employees under the Plan were based on salary and include a three-year book value cumulative growth target with threshold and stretch goals. They will vest on the third anniversary of the grant date, subject to the participant’s continuous employment through the vesting date and the level of performance achieved. Dividend equivalents on PSUs are accrued and paid in cash at the end of the performance period in accordance with the level of performance achieved, but are subject to forfeiture until the underlying shares become vested. Participants do not have voting rights with respect to PSUs.

The Company recognizes stock-based compensation costs based on the grant date fair value over the performance period of the awards. Estimated forfeitures are included in the determination of compensation costs. No forfeitures are currently estimated. The current cost estimate assumes that the cumulative growth target will be achieved.

 

A summary of the Company’s outstanding performance share units is presented below:

		PSUs				Weighted-Average Grant-Date Fair Value Per Share
Units outstanding at January 1, 2018			—			$	—
PSUs granted during 2018 (at target)			48,600				16.25
Units outstanding at December 31, 2018			48,600			$	16.25
PSUs granted during 2019 (at target)			62,400				15.21
Units outstanding at March 31, 2019			111,000			$	15.27

 

The following table shows the impact of PSU activity to the Company’s financial results:

		Three Months Ended March 31,
		2019				2018
PSU compensation expense		$	297			$	22
Income tax benefit			(62	)			(5	)
PSU compensation expense, net of income taxes		$	235			$	17

 

The PSU grants above represent initial target awards and do not reflect potential increases or decreases resulting from financial performance objectives to be determined at the end of the performance period. The actual number of shares to be issued at the end of the performance period will range from 0% to 150% of the initial target awards.

At March 31, 2019, there was $1,603 of unrecognized compensation cost related to outstanding PSUs. That cost is expected to be recognized over a weighted-average period of 2.30 years.

 

 

20.       Earnings Per Share

As described in Note 1, the conversion of the mutual company to a stock company resulted in the issuance of NI Holdings common shares on March 13, 2017. Earnings per share are computed by dividing net income available to common shareholders for the period by the weighted average number of common shares outstanding for the same period. The weighted average number of common shares outstanding was 22,228,630 and 22,361,757, respectively, during the three months ended March 31, 2019 and 2018, respectively.

Unearned ESOP shares are not considered outstanding until they are released and allocated to plan participants. Unearned RSU and PSU shares are not considered outstanding until they are earned by award participants.

The following table presents a reconciliation of the numerators and denominators we used in the basic and diluted per share computations for our common stock:

		Three Months Ended March 31,
		2019				2018
Basic earnings per common share:
Numerator:
Net income attributable to NI Holdings, Inc.		$	13,773			$	6,122
Denominator:
Weighted average shares outstanding			22,228,630				22,361,757
Basic earnings per common share		$	0.62			$	0.27
Diluted earnings per common share:
Numerator:
Net income attributable to NI Holdings, Inc.		$	13,773			$	6,122
Denominator:
Number of shares used in basic computation			22,228,630				22,361,757
Weighted average effect of dilutive securities
Add: Restricted stock units and performance share units			50,149				12,299
Number of shares used in diluted computation			22,278,779				22,374,056
Diluted earnings per common share		$	0.62			$	0.27

 

21.          Segment Information

We have four primary reportable operating segments, which consist of private passenger auto insurance, non-standard auto insurance, home and farm insurance, and crop insurance. A fifth segment captures all other insurance coverages we sell, including commercial coverages and our assumed reinsurance lines of business. We operate only in the United States, and no single customer or agent provides 10 percent or more of our revenues. The following tables provide available information of these segments for the three months ended March 31, 2019 and 2018. For presentation in these tables, “LAE” refers to loss adjustment expenses.

The ratios presented in these tables are non-GAAP financial measures under Securities and Exchange Commission rules and regulations. The non-GAAP ratios may not be comparable to similarly-named measures reported by other companies.

The loss and LAE ratio equals losses and loss adjustment expenses divided by net premiums earned. The expense ratio equals amortization of deferred policy acquisition costs and other underwriting and general expenses, divided by net premiums earned. The combined ratio equals losses and loss adjustment expenses, amortization of deferred policy acquisition costs, and other underwriting and general expenses, divided by net premiums earned.

 

 

		Three Months Ended March 31, 2019
		Private Passenger Auto				Non- Standard Auto				Home and Farm				Crop				All Other				Total
Direct premiums earned		$	16,944			$	14,591			$	18,533			$	12			$	2,172			$	52,252
Assumed premiums earned			4				—				(4	)			—				1,026				1,026
Ceded premiums earned			(856	)			—				(1,740	)			(1	)			(175	)			(2,772	)
Net premiums earned			16,092				14,591				16,789				11				3,023				50,506
Direct losses and LAE			10,102				7,156				8,256				(486	)			1,603				26,631
Assumed losses and LAE			49				—				—				—				394				443
Ceded losses and LAE			(46	)			—				(254	)			460				(1,000	)			(840	)
Net losses and LAE			10,105				7,156				8,002				(26	)			997				26,234
Gross margin			5,987				7,435				8,787				37				2,026				24,272
Underwriting and general expenses			4,750				5,478				5,202				331				933				16,694
Underwriting gain (loss)			1,237				1,957				3,585				(294	)			1,093				7,578
Fee and other income							470																464
							2,427
Net investment income																							1,743
Net capital gain on investments																							7,859
Income before income taxes																							17,644
Income taxes																							3,848
Net income																							13,796
Net income attributable to non-controlling interest																							23
Net income attributable to NI Holdings, Inc.																						$	13,773
Non-GAAP Ratios:
Loss and LAE ratio			62.8%				49.0%				47.7%				n/a				33.0%				51.9%
Expense ratio			29.5%				37.5%				31.0%				n/a				30.9%				33.1%
Combined ratio			92.3%				86.6%				78.6%				n/a				63.8%				85.0%
Balances at March 31, 2019:
Premiums and agents’ balances receivable		$	17,561			$	9,978			$	9,424			$	12			$	1,527			$	38,502
Deferred policy acquisition costs			3,925				4,816				5,452				—				598				14,791
Reinsurance recoverables			177				—				916				108				1,942				3,143
Receivable from Federal Crop Insurance Corporation			—				—				—				14,282				—				14,282
Goodwill and other intangibles			—				3,488				—				—				—				3,488
Unpaid losses and LAE			17,737				46,641				12,061				621				8,500				85,560
Unearned premiums			27,110				18,845				37,476				—				4,740				88,171

 

		Three Months Ended March 31, 2018
		Private Passenger Auto				Non- Standard Auto				Home and Farm				Crop				All Other				Total
Direct premiums earned		$	15,580			$	2,991			$	16,620			$	(1	)		$	2,002			$	37,192
Assumed premiums earned			4				—				(5	)			—				1,240				1,239
Ceded premiums earned			(759	)			—				(1,497	)			102				(165	)			(2,319	)
Net premiums earned			14,825				2,991				15,118				101				3,077				36,112
Direct losses and LAE			10,187				1,964				5,416				339				731				18,637
Assumed losses and LAE			—				—				13				—				576				589
Ceded losses and LAE			(65	)			—				(107	)			(24	)			(181	)			(377	)
Net losses and LAE			10,122				1,964				5,322				315				1,126				18,849
Gross margin			4,703				1,027				9,796				(214	)			1,951				17,263
Underwriting and general expenses			4,419				1,036				4,954				488				980				11,877
Underwriting gain (loss)			284				(9	)			4,842				(702	)			971				5,386
Fee and other income							322																377
							313
Net investment income																							1,369
Net capital gain on investments																							469
Loss before income taxes																							7,601
Income taxes																							1,449
Net income																							6,152
Net income attributable to non-controlling interest																							30
Net income attributable to NI Holdings, Inc.																						$	6,122
Non-GAAP Ratios:
Loss and LAE ratio			68.3%				65.7%				35.2%				n/a				36.6%				52.2%
Expense ratio			29.8%				34.6%				32.8%				n/a				31.8%				32.9%
Combined ratio			98.1%				100.3%				68.0%				n/a				68.4%				85.1%
Balances at March 31, 2018:
Premiums and agents’ balances receivable		$	16,043			$	1,251			$	8,393			$	—			$	1,281			$	26,968
Deferred policy acquisition costs			3,481				343				4,634				—				522				8,980
Reinsurance recoverables			383				—				713				19				2,015				3,130
Receivable from Federal Crop Insurance Corporation			—				—				—				9,735				—				9,735
Goodwill and other intangibles			—				2,628				—				—				—				2,628
Unpaid losses and LAE			17,824				5,339				10,124				160				10,416				43,863
Unearned premiums			25,380				1,981				33,528				—				4,499				65,388

 

 

For purposes of evaluating profitability of the non-standard auto segment, management combines the policy fees paid by the insured with the underwriting gain or loss as its primary measure. As a result, these fees are allocated to the non-standard auto segment (included in fee and other income) in the above tables. The remaining fee and other income amounts are not allocated to any segment.

We do not assign or allocate all Consolidated Statement of Operations or Consolidated Balance Sheet line items to our operating segments. Those line items include investment income, net capital gain on investments, other income excluding non-standard auto insurance fees, and income taxes within the Consolidated Statement of Operations. For the Consolidated Balance Sheet, those items include cash and investments, property and equipment, other assets, accrued expenses, federal income taxes recoverable or payable, and equity.

22.

Subsequent Events

We have evaluated subsequent events through May 8, 2019, the date these consolidated financial statements were available for issuance.

 

Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to provide a more comprehensive review of the Company’s operating results and financial condition than can be obtained from reading the Unaudited Consolidated Financial Statements alone. This discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in “Part I. Item 1. Financial Statements.” Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q constitutes forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” and “Part II. Item 1A. Risk Factors” included elsewhere in this Quarterly Report. You should also review “Risk Factors” included in the Company’s Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described, or implied by, the forward-looking statements contained herein.

All dollar amounts included in Item 2 herein are in thousands.

Overview

NI Holdings is a North Dakota business corporation that is the stock holding company of Nodak Insurance Company and became such in connection with the conversion of Nodak Mutual Insurance Company from a mutual to stock form of organization and the creation of a mutual holding company. The conversion was consummated on March 13, 2017. Immediately following the conversion, all of the outstanding shares of common stock of Nodak Insurance Company were issued to Nodak Mutual Group, which then contributed the shares to NI Holdings in exchange for 55% of the outstanding shares of common stock of NI Holdings. Nodak Insurance Company then became a wholly-owned stock subsidiary of NI Holdings. Prior to completion of the conversion, NI Holdings conducted no business and had no assets or liabilities. As a result of the conversion, NI Holdings became the holding company for Nodak Insurance Company and its existing subsidiaries.

These consolidated financial statements of NI Holdings include the financial position and results of operations of NI Holdings and six other entities:

·

Nodak Insurance – a wholly-owned subsidiary of NI Holdings;

·

Nodak Agency, Inc. – a wholly-owned subsidiary of Nodak Insurance;

·

American West – a wholly-owned subsidiary of Nodak Insurance;

·

Primero – an indirect wholly-owned subsidiary of Nodak Insurance;

·

Battle Creek – an affiliated company of Nodak Insurance; and

·

Direct Auto – a wholly-owned subsidiary of NI Holdings.

Battle Creek is managed by Nodak Insurance, and Nodak Insurance reinsures 100% of the risk on all insurance policies issued by Battle Creek. Nodak Agency is an inactive shell corporation.

On August 31, 2018, NI Holdings completed the acquisition of 100% of the common stock of Direct Auto from the private shareholders of Direct Auto, and Direct Auto became a consolidated subsidiary of the Company. Direct Auto is a property and casualty insurance company specializing in non-standard automobile insurance in the state of Illinois. Direct Auto remains headquartered in Chicago, Illinois and the current president of Direct Auto continues to manage the Direct Auto insurance operations along with the staff and management team in place at the time of acquisition. The results of Direct Auto are included as part of the Company’s non-standard auto business segment following the closing date.

Nodak Insurance offers property and casualty insurance, crop hail, and multi-peril crop insurance to members of the North Dakota Farm Bureau through captive agents in North Dakota. American West and Battle Creek offer similar insurance coverage through independent agents in South Dakota and Minnesota, and Nebraska, respectively. Primero offers limited nonstandard auto insurance coverage in Arizona, Nevada, North Dakota, and South Dakota. Direct Auto offers limited nonstandard auto insurance coverage in Illinois. Nodak Insurance and Battle Creek are rated “A” by A.M. Best, which is the third highest out of a possible 15 ratings. American West is rated “A-”. Primero and Direct Auto are unrated.

 

A chart of the corporate structure follows:

NI HOLDINGS, INC. ORGANIZATIONAL CHART

Nodak Mutual Group, Inc.

≥ 55%

ownership

NI Holdings, Inc.

100%

100%

ownership

ownership

Nodak Insurance Company

Direct Auto Insurance Company

100%

100%

100%

ownership

ownership

Affiliation

ownership

Nodak Agency, Inc.

American West Insurance Company

Battle Creek Mutual Insurance Company

Tri-State, Ltd

100%

ownership

Primero Insurance Company

 

The following tables provide selected amounts from the Company’s Unaudited Consolidated Statements of Operations and Balance Sheets. Additional information can be found later in this section.

		Three Months Ended March 31,
		2019				2018
Direct premiums written		$	55,653			$	39,274
Net premiums earned			50,506				36,112
Net income before non-controlling interest			13,796				6,152

 

		March 31, 2019				December 31, 2018
Total assets		$	477,287			$	458,492
Equity			293,455				275,753

 

Marketplace Conditions and Trends

The property and casualty insurance industry is affected by recurring industry cycles known as “hard” and “soft” markets. A soft cycle is characterized by intense competition resulting in lower pricing in order to compete for business. A hard market, generally considered a beneficial industry trend, is characterized by reduced competition that results in higher pricing. We believe that the market is generally in a stable phase as different portions of the market respond to higher frequency and severity of weather-related events.

Unlike property and casualty insurance, the total crop insurance premiums written each year vary mainly based on prevailing commodity prices for the type of crops insured, because the aggregate number of acres planted does not vary much from year to year. Because the premiums that are charged for crop insurance are established by the Risk Management Agency (“RMA”), which is a division of the United States Department of Agriculture, and the policy forms and terms are also established by the RMA, insurers do

not compete on price or policy terms and conditions. Moreover, because participation in other federal farm programs by a farmer is conditioned upon participation in the federal crop insurance program, most farmers obtain crop insurance on their plantings each year.

Principal Revenue Items

The Company derives its revenue primarily from net premiums earned, net investment income, and net capital gain (loss) on investments.

Gross and net premiums written

Gross premiums written is equal to direct premiums written and assumed premiums before the effect of ceded reinsurance. Gross premiums written are recognized upon sale of new insurance contracts or renewal of existing contracts. Net premiums written is equal to gross premiums written less premiums ceded or paid to reinsurers (ceded premiums written).

Premiums earned

Premiums earned is the earned portion of net premiums written. Gross premiums written include all premiums recorded by an insurance company during a specified policy period. Insurance premiums on property and casualty policies are recognized in proportion to the underlying risk insured and are earned ratably over the duration of the policies or, in the case of crop insurance, over the period of risk to the Company. At the end of each accounting period, the portion of the premiums that is not yet earned is included in unearned premiums and is realized as revenue in subsequent periods over the remaining term of the policy or period of risk. NI Holdings’ property and casualty policies typically have a term of twelve months. For example, for an annual policy that is written on July 1, 2019, one-half of the premiums would be earned in 2019 and the other half would be earned in 2020.

Due to the nature of the crop planting and harvesting cycle and the deadlines for filing and processing claims under the federal crop insurance program, insurance premiums for crop insurance are generally recognized and earned during the period of risk, which usually begins in spring and ends with harvest in the fall. Under the federal crop insurance program, farmers must purchase crop insurance with respect to spring planted crops by March 15. By July 15, the farmer must report the number of acres he has planted in each crop. On September 1, the insurer bills the farmer for the insurance premium, which is due and payable by the farmer by October 1. If the farmer does not pay the premium by such date, the insurer must essentially provide a loan to the farmer in an amount equal to the premium at an annual interest rate of 15% because the insurer is required to pay the farmer’s portion of the premium to the Federal Crop Insurance Corporation (“FCIC”) by November 15, regardless of whether the farmer pays the premium to the insurer. Except for claims occurring in the spring (primarily for prevented planting and required replanting claims), claims are required to be filed with the FCIC by December 15. A different cycle exists for crops planted in the fall, such as winter wheat, but the vast majority of crop insurance written by NI Holdings covers crops planted in the spring.

Net investment income and net capital gain (loss) on investments

NI Holdings invests its surplus and the funds supporting its insurance liabilities (including unearned premiums and unpaid losses and loss adjustment expenses) in cash, cash equivalents, equity securities, and fixed income securities. Investment income includes interest and dividends earned on invested assets. Net capital gains and losses on investments are reported separately from net investment income. NI Holdings recognizes realized capital gains when investments are sold for an amount greater than their cost or amortized cost (in the case of fixed income securities) and recognizes realized capital losses when investments are written down as a result of an other-than-temporary impairment or sold for an amount less than their cost or amortized cost, as applicable.

Beginning in 2019, in accordance with a change in accounting principle, changes in unrealized gains and losses on the Company’s investments in equity securities are included in net capital gains and losses on investments. These gains and losses may be significant given the size of the equity securities holdings and the inherent volatility in equity securities prices. Prior to 2019, the changes in unrealized gains and losses pertaining to such investments were recorded in Other Comprehensive Income. Unrealized gains and losses on fixed income securities continue to be recorded in Other Comprehensive Income. The new accounting treatment has no effect on Equity.

NI Holdings’ portfolio of investments is managed by Conning, Inc., Disciplined Growth Investors, and CIBC Personal Wealth Management. These investment managers have discretion to buy and sell securities in accordance with the investment policy approved by our Board of Directors.

Principal Expense Items

NI Holdings’ expenses consist primarily of losses and loss adjustment expenses (“LAE”), amortization of deferred policy acquisition costs, other underwriting and general expenses, and income taxes.

Losses and Loss Adjustment Expenses

Losses and LAE represent the largest expense item and include (1) claim payments made, (2) estimates for future claim payments and changes in those estimates from prior periods, and (3) costs associated with investigating, defending, and adjusting claims, including legal fees.

Amortization of deferred policy acquisition costs and other underwriting and general expenses

Expenses incurred to underwrite risks are referred to as policy acquisition costs. Policy acquisition costs consist of commission expenses, premium taxes, and certain other underwriting expenses that vary with and are primarily related to the writing and acquisition of new and renewal business. These policy acquisition costs are deferred and amortized over the effective period of the related insurance policies. Other underwriting and general expenses consist of salaries, professional fees, office supplies, depreciation, and all other operating expenses not otherwise classified separately.

Income taxes

NI Holdings uses the asset and liability method of accounting for deferred income taxes. Deferred income taxes arise from the recognition of temporary differences between financial statement carrying amounts and the income tax bases of its assets and liabilities. A valuation allowance is provided when it is more likely than not that some portion of the deferred income tax asset will not be realized. The effect of a change in tax rates is recognized in the period of the enactment date.

Non-GAAP Financial Measures

NI Holdings evaluates its insurance operations in the way it believes will be most meaningful and representative of its business results. Some of these measurements are “non-GAAP financial measures” under Securities and Exchange Commission rules and regulations. GAAP is the acronym for “accounting principles generally accepted in the United States of America”. The non-GAAP financial measures that NI Holdings presents may not be compatible to similarly-named measures reported by other companies. The non-GAAP financial measures described in this section are used widely in the property and casualty insurance industry, and are the expense ratio, loss and LAE ratio, combined ratio, written premiums, ratio of net written premiums to statutory surplus, underwriting gain, and return on average equity.

NI Holdings measures growth by monitoring changes in gross premiums written and net premiums written. The Company measures underwriting profitability by examining its loss and LAE ratio, expense ratio, and combined ratio. It also measures profitability by examining underwriting gain (loss), net income (loss), and return on average equity.

Loss and LAE ratio

The loss and LAE ratio is the ratio (expressed as a percentage) of losses and LAE incurred to premiums earned. NI Holdings measures the loss and LAE ratio on an accident year and calendar year loss basis to measure underwriting profitability. An accident year loss ratio measures losses and LAE for insured events occurring in a particular year, regardless of when they are reported, as a percentage of premiums earned during that year. A calendar year loss ratio measures losses and LAE for insured events occurring during a particular year and the change in loss reserves from prior policy years as a percentage of premiums earned during that year.

Expense ratio

The expense ratio is the ratio (expressed as a percentage) of amortization of deferred policy acquisition costs and other underwriting and general expenses (attributable to insurance operations) to premiums earned, and measures our operational efficiency in producing, underwriting, and administering the Company’s insurance business.

Combined ratio

The Company’s combined ratio is the ratio (expressed as a percentage) of the sum of losses and LAE incurred and expenses to premiums earned, and measures its overall underwriting profit. Generally, if the combined ratio is below 100%, NI Holdings is making an underwriting profit. If the combined ratio is above 100%, it is not profitable without investment income and may not be profitable if investment income is insufficient.

Premiums written

Premiums written represent a measure of business volume most relevant on an annual basis for the Company’s business model. This measure includes the amount of premium purchased by policyholders as of the policy’s effective date, whereas premiums earned as presented in the statement of operations matches the amount of premium to the period of risk for those insurance policies. The Company’s insurance policies are sold with a variety of effective periods, including annual, semi-annual, and monthly.

Net premiums written to statutory surplus ratio

The net premiums written to statutory surplus ratio represents the ratio of net premiums written to statutory surplus. This ratio is designed to measure the ability of the Company to absorb above-average losses and the Company’s financial strength. In general, a low premium to surplus ratio is considered a sign of financial strength because the Company is theoretically using its capacity to write more policies. Statutory surplus is determined using accounting principles prescribed or permitted by the insurance subsidiaries’ state of domicile and differs from GAAP equity.

Underwriting gain (loss)

Underwriting gain (loss) measures the pre-tax profitability of insurance operations. It is derived by subtracting losses and LAE, amortization of deferred policy acquisition costs, and other underwriting and general expenses from net premiums earned. Each of these items is presented as a caption in NI Holdings’ Consolidated Statements of Operations.

Net income (loss) and return on average equity

NI Holdings uses net income (loss) to measure its profit and uses return on average equity to measure its effectiveness in utilizing equity to generate net income. In determining return on average equity for a given year, net income (loss) is divided by the average of the beginning and ending equity for that year.

Critical Accounting Policies

General

The preparation of financial statements in accordance with GAAP requires both the use of estimates and judgment relative to the application of appropriate accounting policies. NI Holdings is required to make estimates and assumptions in certain circumstances that affect amounts reported in its financial statements and related footnotes. NI Holdings evaluates these estimates and assumptions on an ongoing basis based on historical developments, market conditions, industry trends, and other information that it believes to be reasonable under the circumstances. There can be no assurance that actual results will conform to its estimates and assumptions and that reported results of operations will not be materially adversely affected by the need to make accounting adjustments to reflect changes in these estimates and assumptions from time to time. The Company believes the following policies are the most sensitive to estimates and judgments.

Unpaid Losses and Loss Adjustment Expenses

How reserves are established

With respect to its traditional property and casualty insurance products, the Company maintains reserves for the payment of claims (indemnity losses) and expenses related to adjusting those claims (LAE). The Company’s liability for unpaid losses and LAE consists of (1) case reserves, which are reserves for claims that have been reported to it, and (2) reserves for claims that have been incurred but have not yet been reported and for the future development of case reserves (“IBNR”).

When a claim is reported to NI Holdings, its claims personnel establish a case reserve for the estimated amount of the ultimate payment to the extent it can be determined or estimated. The amount of the loss reserve for the reported claim is based primarily upon an evaluation of coverage, liability, damages suffered, and any other information considered pertinent to estimating the exposure presented by the claim. Each claim is contested or settled individually based upon its merits, and some property and casualty claims may take years to resolve, especially if legal action is involved. Case reserves are reviewed on a regular basis and are updated as new information becomes available.

When a catastrophe occurs, which in the Company’s case mostly involves the weather perils of wind and hail, NI Holdings utilizes mapping technology through geographic coding of its property risks to overlay the path of the storm. This enables the Company to establish estimated damage amounts based on the wind speed and size of the hail for case or per claim loss amounts. This process allows the Company to determine within a reasonable time (5 – 7 days) an estimated number of claims and estimated loss payments from the storm. If the Company estimates the damages to be in excess of its retained catastrophe amount, reinsurers are notified immediately of a potential loss so that the Company can quickly recover reinsurance payments once the retention is exceeded.

In addition to case reserves, NI Holdings maintains estimates of reserves for losses and LAE incurred but not reported. These reserves include estimates for the future development of case reserves. Some claims may not be reported for several years. As a result, the liability for unpaid losses and LAE includes significant estimates for IBNR.

The Company estimates multi-peril crop insurance losses on a quarterly basis based upon historical loss patterns, current crop conditions, current weather patterns, and input from crop loss adjusters. These estimates have proven to be reasonably accurate indicators of the Company’s anticipated losses for this line of business.

NI Holdings utilizes an independent actuary to assist with the estimation of its liability for unpaid losses and LAE. This actuary prepares estimates by first deriving an actuarially based estimate of the ultimate cost of total losses and LAE incurred as of the financial statement date based on established actuarial methods described below. The Company then reduces the estimated ultimate loss and LAE by loss and LAE payments and case reserves carried as of the financial statement date. The actuarially determined estimate is based upon indications from one of the following actuarial methodologies or uses a weighted average of these results. The specific method used to estimate the ultimate losses would vary depending on the judgment of the actuary as to what is the most appropriate method for the property and casualty business. The Company’s management reviews these estimates and supplements the actuarial analysis with information not fully incorporated into the actuarially based estimate, such as changes in the external business environment and internal company processes. NI Holdings may adjust the actuarial estimates based on this supplemental information in order to arrive at the amount recorded in the Consolidated Financial Statements.

NI Holdings accrues its ultimate liability for unpaid losses and LAE by using the following actuarial methodologies:

Bornhuetter-Ferguson Method — The Bornhuetter-Ferguson Method is a blended method that explicitly takes into account both actual loss development to date and expected future loss emergence. This method is applied on both a paid loss basis and an incurred loss basis. This method uses selected loss development patterns to calculate the expected percentage of losses unpaid (or unreported). The expected future loss component of the method is calculated by multiplying earned premium for the given exposure period by a selected a priori (i.e. deductive) loss ratio. The resulting dollars are then multiplied by the expected percentage of unpaid (or unreported) losses described above. This provides an estimate of future paid (or reported) losses that is then added to actual paid (or incurred) loss data to produce the estimated ultimate loss.

Paid and Case Incurred Loss Method — The Paid and Case Incurred Loss Development Method utilizes ratios of cumulative paid or case incurred losses or LAE at each age of development as a percent of the preceding development age. Selected ratios are then multiplied together to produce a set of loss development factors which when applied to the most current data value, by accident year, develop estimated ultimate losses or LAE. Ultimate losses or LAE are then selected for each accident year from the various methods employed.

Ratio of Paid ALAE to Paid Loss Method — This method utilizes the ratio of paid allocated loss adjustment expense (“ALAE”) to paid losses and is similar to the Paid and Case Incurred Method described above, except that the data projected are the ratios of paid ALAE to paid losses. The projected ultimate ratio is then multiplied by the selected ultimate losses, by accident year, to yield ultimate ALAE. ALAE reserves are calculated by subtracting paid losses from ultimate ALAE.

The process of estimating loss reserves involves a high degree of judgment and is subject to a number of variables. These variables can be affected by both internal and external events, such as changes in claims handling procedures, inflation, legal trends, and legislative changes, among others. The impact of many of these items on ultimate costs for claims and claim adjustment expenses is difficult to estimate. Loss reserve estimation is affected by the volume of claims, the potential severity of individual claims, the determination of occurrence date for a claim, and reporting lags (the time between the occurrence of the policyholder event and when it is actually reported to the insurer). Informed judgment is applied throughout the process, including the application of various individual experiences and expertise to multiple sets of data and analyses. NI Holdings continually refines its estimates of unpaid losses and LAE in a regular ongoing process as historical loss experience develops and additional claims are reported and settled. NI Holdings considers all significant facts and circumstances known at the time the liabilities for unpaid losses and LAE are established.

There is an inherent amount of uncertainty in the establishment of liabilities for unpaid losses and LAE. This uncertainty is greatest in the current and most recent accident years due to the relative newness of the claims being reported and the relatively small percentage of these claims that have been reported, investigated, and adjusted by the Company’s claims staff. Therefore, the reserves carried in these more recent accident years are generally more conservative than those carried for older accident years. As the Company has the opportunity to investigate and adjust the reported claims, both the case and IBNR reserves are adjusted to more closely reflect the ultimate expected loss.

Other factors that have or can have an impact on the Company’s case and IBNR reserves include but are not limited to those described below.

Changes in liability law and public attitudes regarding damage awards

Laws governing liability claims and judicial interpretations thereof can change over time, which can expand the scope of coverage anticipated by insurers when initially establishing reserves for claims. In addition, public attitudes regarding damage awards can result in judges and juries granting higher recoveries for damages than expected by claims personnel when claims are presented. In addition, these changes can result in both increased claim frequency and severity as both plaintiffs and their legal counsel perceive the opportunity for higher damage awards. Reserves established for claims that occurred in prior years would not have anticipated

these legal changes and, therefore, could prove to be inadequate for the ultimate losses paid by the Company, causing the Company to experience adverse development and higher loss payments in future years.

Change in claims handling and/or setting case reserves

Changes in Company personnel and/or the approach to how claims are reported, adjusted, and reserved may affect the reserves established by the Company. As discussed above, the setting of IBNR reserves is not an exact science and involves the expert judgment of an actuary. One actuary’s reserve opinion may differ slightly from another actuary’s opinion. This is the primary reason why the IBNR reserve estimate is customarily reported as a range by a company’s actuary, which provides a company with an acceptable “range” to use in establishing its best estimate for IBNR reserves.

Economic inflation

A sudden and extreme increase in the economic inflation rate could have a significant impact on the Company’s case and IBNR reserves. When establishing case reserves, claims personnel generally establish an amount that in their opinion will provide a conservative amount to settle the loss. If the time to settle the claim extends over a period of years, the initial reserve may not anticipate an economic inflation rate that is significantly higher than the current inflation rate. This can also apply to IBNR reserves. Should the economic inflation rate increase significantly, it is likely that the Company may not anticipate the need to adjust the IBNR reserves accordingly, which could lead to the Company being deficient in its IBNR reserves.

Increases or decreases in claim severity for reasons other than inflation

Factors exist that can drive the cost to settle claims for reasons other than standard inflation. For example, demand surge caused by a very large catastrophe (as in the case of Hurricane Katrina) has an impact on not only the availability and cost of building materials such as roofing and other materials, but also on the availability and cost of labor. Other factors such as increased vehicle traffic in an area not designed to handle the increased congestion and increased speed limits on busy roads are examples of changes that could cause claim severity to increase beyond what the Company’s historic reserves would reflect. In addition, unexpected increases in the labor costs and healthcare costs that underlie insured risks, changes in costs of building materials, or changes in commodity prices for insured crops may cause fluctuations in the ultimate development of the case reserves.

Actual settlement experience different from historical data trends

When establishing IBNR reserves, the Company’s actuary takes into account many of the factors discussed above. One of the more important factors that is considered when setting reserves is the past or historical claim settlement experience. Our actuary considers factors such as the number of files entering litigation, payment patterns, length of time it takes Company claims personnel to settle the claims, and average payment amounts when estimating reserve amounts. Should future settlement patterns change due to the legal environment, Company claims handling philosophy, or personnel, it may have an impact on the future claims payments, which could cause existing reserves to either be redundant (excessive) or deficient (below) compared to the actual loss amount.

Change in Reporting Lag

As discussed above, NI Holdings and its actuary utilize historical patterns to provide an accurate estimate of what will take place in the future. Should we experience an unexpected delay in reporting time (claims are slower to be reported than in the past), our actuary or we may underestimate the anticipated number of future claims, which could cause the ultimate loss we may experience to be underestimated. A lag in reporting may be caused by changes in how claims are reported (online vs. through company personnel), the type of business or lines of business the Company is writing, the Company’s distribution system (direct writer, independent agent, or captive agent), and the geographic area where the Company chooses to insure risk.

Due to the inherent uncertainty underlying loss reserve estimates, final resolution of the estimated liability for unpaid losses and LAE may be higher or lower than the related loss reserves at the reporting date. Therefore, actual paid losses, as claims are settled in the future, may be materially higher or lower in amount than current loss reserves. The Company reflects adjustments to the liability for unpaid losses and LAE in the results of operations during the period in which the estimates are changed.

 

Actuarial Loss Reserves

NI Holdings’ liabilities for unpaid losses and LAE are summarized below:

		March 31, 2019				December 31, 2018
Case reserves		$	76,907			$	74,949
IBNR reserves			5,510				9,940
Net unpaid losses and LAE			82,417				84,889
Reinsurance recoverables on losses			3,143				2,232
Liability for unpaid losses and LAE		$	85,560			$	87,121

 

The following table provides case and IBNR reserves for unpaid losses and LAE by segment.

		March 31, 2019
		Case Reserves				IBNR Reserves				Total Reserves
Private passenger auto		$	12,837			$	4,723			$	17,560
Non-standard auto			52,214				(5,573	)			46,641
Home and farm			8,672				2,473				11,145
Crop			457				56				513
All other			2,727				3,831				6,558
Net unpaid losses and LAE		$	76,907			$	5,510			$	82,417
Reinsurance recoverables on losses			2,112				1,031				3,143
Liability for unpaid losses and LAE		$	79,019			$	6,541			$	85,560

 

		December 31, 2018
		Case Reserves				IBNR Reserves				Total Reserves
Private passenger auto		$	13,276			$	4,702			$	17,978
Non-standard auto			49,109				(2,323	)			46,786
Home and farm			7,511				2,491				10,002
Crop			1,686				56				1,742
All other			3,367				5,014				8,381
Net unpaid losses and LAE		$	74,949			$	9,940			$	84,889
Reinsurance recoverables on losses			1,201				1,031				2,232
Liability for unpaid losses and LAE		$	76,150			$	10,971			$	87,121

 

 

Sensitivity of Major Assumptions Underlying the Liabilities for Unpaid Losses and Loss Adjustment Expenses

Management has identified the impact on earnings of various factors used in establishing loss reserves so that users of the Company’s financial statements can better understand how development on prior years’ reserves might impact the Company’s results of operations.

Total Reserves

As of March 31, 2019, the impact of a 1% change in our estimate for unpaid losses and LAE, net of reinsurance recoverables, on our net income, after income taxes of 21%, would be approximately $651.

Inflation

Inflation is not explicitly selected in the loss reserve analysis. However, historical inflation is embedded in the estimated loss development reserving function through analysis of costs and trends and reviews of historical reserving results. The following table displays the impact on net income after income taxes resulting from various changes from the inflation factor implicitly embedded in the estimated payment pattern as of December 31, 2018, which is deemed consistent with March 31, 2019. A change in inflation may or may not fully impact loss payments in the future because some of the underlying expenses have already been paid. The table below assumes that any change in inflation will be fully reflected in future loss payments. This variance in future IBNR emergence could occur in one year or over multiple years, depending when the change is recognized.

Change in Inflation		Impact on After-Tax Earnings
-1%		$	(1,170	)
1%			1,200
3%			3,693
5%			6,318

 

Inflation includes actual inflation as well as social inflation which includes future emergence of new classes of losses or types of losses, change in judicial awards, and any other changes beyond assumed levels that impact the cost of claims.

Case Reserves

When a claim is reported, claims personnel establish a case reserve for the estimated amount of the ultimate payment to the extent it can be determined or estimated. It is possible that the level of adequacy in the case reserve may differ from historical levels and/or the claims reporting pattern may change. The following table displays the impact on net income after tax that results from various changes to the level of case reserves as of December 31, 2018, which is deemed consistent with March 31, 2019. This variance in future IBNR emergence could occur in one year or over multiple years, depending when the change is recognized.

Change in Case Reserves		Impact on After-Tax Earnings
-10%		$	(6,045	)
-5%			(3,022	)
-2%			(1,209	)
+2%			1,209
+5%			3,022
+10%			6,045

 

Investments

NI Holdings’ fixed income securities and equity securities are classified as available-for-sale and carried at estimated fair value as determined by management based upon quoted market prices or a recognized pricing service at the reporting date for those or similar investments. Changes in unrealized investment gains or losses on the fixed income securities, and on equity securities through December 31, 2018, net of applicable income taxes, are reflected directly in Equity as a component of other comprehensive income (loss) and, accordingly, have no effect on net income (loss). Effective January 1, 2019, changes in unrealized investment gains or losses on equity securities will impact net income (loss) as they occur instead of as an adjustment to Equity as a component of other comprehensive income (loss). Investment income is recognized when earned, and realized capital gains and losses on investments are recognized when investments are sold, or an other-than-temporary impairment is recognized.

NI Holdings evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis. NI Holdings assesses whether OTTI is present when the fair value of a security is less than its amortized cost. OTTI is considered to have occurred with respect to fixed income securities if (1) an entity intends to sell the security, (2) it is more likely than not an entity will be required to sell the security before recovery of its amortized cost basis, or (3) the present value of the expected cash flows is not sufficient to recover the entire amortized cost basis. When assessing whether the cost or amortized cost basis of the security will be

recovered, the Company compares the present value of the expected cash flows likely to be collected, based on an evaluation of all available information relevant to the collectability of the security, to the cost or amortized cost basis of the security. The shortfall of the present value of the cash flows expected to be collected in relation to the cost of amortized cost basis is referred to as the “credit loss”. If there is a credit loss, the impairment is considered to be other-than-temporary. If NI Holdings identifies that an other-than-temporary impairment loss has occurred, it then determines whether it intends to sell the security, or if it is more likely than not that the Company will be required to sell the security prior to recovering the cost or amortized cost basis less any current-period credit losses. If NI Holdings determines that it does not intend to sell, and it is not more likely than not that it will be required to sell the security, the amount of the impairment loss related to the credit loss will be recorded in earnings, and the remaining portion of the other-than-temporary impairment loss will be recognized in other comprehensive income (loss), net of income taxes. If NI Holdings determines that it intends to sell the security, or that it is more likely than not that it will be required to sell the security prior to recovering its cost or amortized cost basis less any current-period credit losses, the full amount of the other-than-temporary impairment will be recognized in earnings.

Fair values of interest rate sensitive instruments may be affected by increases and decreases in prevailing interest rates that generally translate, respectively, into decreases and increases in fair values of fixed income securities. The fair values of interest rate sensitive instruments also may be affected by the credit worthiness of the issuer, prepayment options, relative values of other investments, the liquidity of the instrument, and other general market conditions.

For the three months ended March 31, 2019, NI Holdings’ investment portfolio experienced an increase in net unrealized gains of $11,491.

		March 31, 2019				December 31, 2018				Change
Fixed income securities:
Gross unrealized gains		$	3,031			$	1,077			$	1,954
Gross unrealized losses			(1,165	)			(3,402	)			2,237
Net fixed income unrealized gains (losses)			1,866				(2,325	)			4,191
Equity securities:
Gross unrealized gains			19,632				14,180				5,452
Gross unrealized losses			(1,973	)			(3,821	)			1,848
Net equity unrealized gains			17,659				10,359				7,300
Net unrealized gains		$	19,525			$	8,034			$	11,491

 

The fixed income portion of the portfolio experienced increases in unrealized gains and decreases in unrealized losses, which is believed to be reflective of a general signal from the Federal Reserve regarding future interest rate actions, during the three months ended March 31, 2019. The net increase of $4,191 is reflected directly in Equity as a component of accumulated other comprehensive income.

The equity portion of the portfolio experienced increases in unrealized gains and decreases in unrealized losses, which are attributed to favorable conditions in the stock market during the three months ended March 31, 2019. The net increase of $7,300 is included in net capital gains on investments on the Company’s Consolidated Statements of Operations.

NI Holdings has evaluated each security and taken into account the severity and duration of any impairment, the current rating on the bond, and the outlook for the issuer according to independent analysts. The Company’s fixed income portfolio is managed by Conning Asset Management, which specializes in the handling of insurance company investments and participates in this evaluation.

For the three months ended March 31, 2019, NI Holdings did not recognize any other-than-temporary impairments of its investment securities. For the year ended December 31, 2018, NI Holdings recognized $382 of other-than-temporary impairments of its investment securities.

For more information on the Company’s investments, see Note 6 to the Unaudited Consolidated Financial Statements, included elsewhere in this Report.

Fair Value Measurements

NI Holdings uses fair value measurements to record fair value adjustments to certain assets to determine fair value disclosures. Investment securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, NI Holdings may be required to record at fair value other assets on a nonrecurring basis. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets. Accounting guidance on fair

value measurements and disclosures establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The three levels of the fair value hierarchy are as follows:

Level I:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level II:

Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. Level II includes fixed income securities with quoted prices that are traded less frequently than exchange traded instruments. Valuation techniques include matrix pricing which is a mathematical technique used widely in the industry to value fixed income securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices.

Level III:

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).

NI Holdings bases its fair values on 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. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets where there exists limited or no observable market data and, therefore, are based primarily upon the estimates of NI Holdings or other third-parties, and are often calculated based on the characteristics of the asset, the economic and competitive environment, and other such factors. Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts which NI Holdings could have realized in a sale transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective period-end and have not been re-evaluated or updated for purposes of our financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end. Additionally, changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future valuations.

NI Holdings uses quoted values and other data provided by an independent pricing service in its process for determining fair values of its investments. The evaluations of such pricing services represent an exit price and a good faith opinion as to what a buyer in the marketplace would pay for a security in a current sale. This pricing service provides NI Holdings with one quote per instrument. For fixed income securities that have quoted prices in active markets, market quotations are provided. For fixed income securities that do not trade on a daily basis, the independent pricing service prepares estimates of fair value using a wide array of observable inputs including relevant market information, benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. The observable market inputs that the Company’s independent pricing service utilizes may include (listed in order of priority for use) benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, market bids/offers, and other reference data on markets, industry, and the economy. Additionally, the independent pricing service uses an option-adjusted spread model to develop prepayment and interest rate scenarios. The pricing service did not use broker quotes in determining fair values of the Company’s investments.

Should the independent pricing service be unable to provide a fair value estimate, NI Holdings would attempt to obtain a non-binding fair value estimate from a number of broker-dealers and would review this estimate in conjunction with a fair value estimate reported by an independent business news service or other sources. In instances where only one broker-dealer provides a fair value for a fixed income security, NI Holdings would use that estimate. In instances where NI Holdings would be able to obtain fair value estimates from more than one broker-dealer, the Company would review the range of estimates and select the most appropriate value based on the facts and circumstances. Should neither the independent pricing service nor a broker-dealer provide a fair value estimate, NI Holdings would develop a fair value estimate based on cash flow analyses and other valuation techniques that utilize certain unobservable inputs. Accordingly, NI Holdings classifies such a security as a Level III investment.

The fair value estimates of NI Holdings’ investments provided by the independent pricing service at each period-end were utilized, among other resources, in reaching a conclusion as to the fair value of its investments.

Management reviews the reasonableness of the pricing provided by the independent pricing service by employing various analytical procedures. Management reviews all securities to identify recent downgrades, significant changes in pricing, and pricing anomalies on individual securities relative to other similar securities. This will include looking for relative consistency across securities in common sectors, durations, and credit ratings. This review will also include all fixed income securities rated lower than “A” by Moody’s or Standard & Poor’s. If, after this review, management does not believe the pricing for any security is a reasonable estimate of fair value, then it will seek to resolve the discrepancy through discussions with the pricing service. In its review, management did not identify any such discrepancies, and no adjustments were made to the estimates provided by the pricing service, for the three months ended March 31, 2019 or the year ended December 31, 2018. The classification within the fair value hierarchy is then confirmed based on the final conclusions from the pricing review.

For more information on the Company’s fair value measurements, see Note 7 to the Unaudited Consolidated Financial Statements, included elsewhere in this Report.

Deferred Policy Acquisition Costs and Value of Business Acquired

Certain direct policy acquisition costs consisting of commissions, premium taxes, and other direct underwriting expenses that vary with and are primarily related to the production of business are deferred and amortized over the effective period of the related insurance policies as the underlying policy premiums are earned.

No deferred policy acquisition costs (“DAC”) were recorded in the acquisition for Direct Auto in accordance with purchase accounting guidance. Rather, a separate intangible asset representing the value of business acquired (“VOBA”) was valued at $5,134 and established at the closing date. This VOBA intangible asset will be amortized into expense as the acquired unearned premiums are reported into income, in the same way as DAC. Policy acquisition costs relating to new business written by Direct Auto will be deferred following the closing date. The release of the VOBA asset and the establishment of new DAC will generally offset each other over the twelve months following the acquisition of Direct Auto.

At March 31, 2019 and December 31, 2018, deferred policy acquisition costs, the VOBA intangible asset, and the related liability for unearned premiums were as follows:

		March 31, 2019				December 31, 2018
Deferred policy acquisition costs		$	14,791			$	12,866
Value of business acquired intangible asset			529				1,648
Liability for unearned premiums			88,171				84,767

 

The method followed in computing deferred policy acquisition costs limits the amount of deferred costs to their estimated realizable value, which gives effect to the premium to be earned, related investment income, losses and LAE, and certain other costs expected to be incurred as the premium is earned. Future changes in estimates, the most significant of which is expected losses and LAE, may require adjustments to deferred policy acquisition costs. If the estimation of net realizable value indicates that the deferred policy acquisition costs are not recoverable, they would be written off or a premium deficiency reserve would be established.

Income Taxes

NI Holdings uses the asset and liability method of accounting for deferred income taxes. Deferred income taxes arise from the recognition of temporary differences between financial statement carrying amounts and the income tax bases of our assets and liabilities. A valuation allowance is provided when it is more likely than not that some portion of the deferred income tax asset will not be realized.

NI Holdings had gross deferred income tax assets of $5,964 at March 31, 2019 and $5,741 at December 31, 2018, arising primarily from unearned premiums, loss reserve discounting, and net operating loss carryforwards. A valuation allowance is required to be established for any portion of the deferred income tax asset for which the Company believes it is more likely than not that it will not be realized. A valuation allowance of $587 was maintained at March 31, 2019 and December 31, 2018.

NI Holdings had gross deferred income tax liabilities of $8,436 at March 31, 2019 and $5,865 at December 31, 2018, arising primarily from deferred policy acquisition costs, intangible assets, and net unrealized capital gains on investments.

NI Holdings exercises significant judgment in evaluating the amount and timing of recognition of the resulting income tax liabilities and assets. These judgments require NI Holdings to make projections of future taxable income. The judgments and estimates the Company makes in determining its deferred income tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require the Company to record a valuation allowance against its deferred income tax assets.

As of March 31, 2019, NI Holdings had no material unrecognized tax benefits or accrued interest and penalties. Federal tax years 2013 through 2017 are open for examination.

 

Results of Operations

NI Holdings’ results of operations are influenced by factors affecting the property and casualty insurance and crop insurance industries in general. The operating results of the United States property and casualty industry and crop insurance industry are subject to significant variations due to competition, weather, catastrophic events, changes in regulation, general economic conditions, rising medical expenses, judicial trends, fluctuations in interest rates, and other changes in the investment environment.

NI Holdings premium levels and underwriting results have been, and continue to be, influenced by market conditions. Pricing in the property and casualty insurance industry historically has been cyclical. During a soft market cycle, price competition is more significant than during a hard market cycle and makes it difficult to attract and retain properly priced business. During a hard market cycle, it is more likely that insurers will be able to increase their rates or profit margins. A hard market typically has a positive effect on premium growth. The markets that NI Holdings serve are diversified, which requires management to regularly monitor the Company’s performance and competitive position by line of business and geographic market to schedule appropriate rate actions. We believe that the market is generally in a stable phase as different portions of the market respond to higher frequency and severity of weather-related events.

Premiums in the multi-peril crop insurance business are primarily influenced by the number of acres and types of crops insured because the pricing is set by the RMA rather than individual insurance carriers. The expected experience of this business for the calendar year may also significantly impact the reported net earned premiums and losses due to the risk-sharing arrangement with the federal government. Multi-peril crop insurance premiums are generally written in second quarter, and earned ratably over the period of risk, which extends into fourth quarter.

Premiums in the crop hail insurance business are also generally written in second quarter, but earned over a shorter period of risk than multi-peril crop insurance.

Premiums in the personal lines of business (private passenger auto and home and farm) are generally written throughout the year and earned throughout the year. Losses on this business are also incurred throughout the year, but usually are more frequent and/or severe during periods of weather-related activity in the second and third quarters.

For more information on the Company’s results of operations by segment, see Note 21 to the Unaudited Consolidated Financial Statements, included elsewhere in this Report.

 

Three Months ended March 31, 2019 and 2018

The consolidated net income for NI Holdings was $13,796 for the three months ended March 31, 2019 compared to $6,152 a year ago. The major components of NI Holdings’ operating revenues and net income for the two periods were as follows:

		Three Months Ended March 31,
		2019				2018
Revenues:
Net premiums earned		$	50,506			$	36,112
Fee and other income			464				377
Net investment income			1,743				1,369
Net capital gain on investments			7,859				469
Total revenues		$	60,572			$	38,327
Components of net income:
Net premiums earned		$	50,506			$	36,112
Losses and loss adjustment expenses			26,234				18,849
Amortization of deferred policy acquisition costs and other underwriting and general expenses			16,694				11,877
Underwriting income			7,578				5,386
Fee and other income			464				377
Net investment income			1,743				1,369
Net capital gain on investments			7,859				469
Income before income taxes			17,644				7,601
Income taxes			3,848				1,449
Net income		$	13,796			$	6,152

 

 

Net Premiums Earned

NI Holdings’ net premiums earned for the three months ended March 31, 2019 increased 39.9% to $50,506 compared to $36,112 for the three months ended March 31, 2018.

		Three Months Ended March 31,
		2019				2018
Net premiums earned:
Private passenger auto		$	16,092			$	14,825
Non-standard auto			14,591				2,991
Home and farm			16,789				15,118
Crop			11				101
All other			3,023				3,077
Total net premiums earned		$	50,506			$	36,112

 

		Three Months Ended March 31,
		2019				2018
Net premiums earned:
Direct premium		$	52,253			$	37,192
Assumed premium			1,026				1,239
Ceded premium			(2,773	)			(2,319	)
Total net premiums earned		$	50,506			$	36,112

 

Direct premiums earned for the first quarter of 2019 increased $15,061, or 40.5%, to $52,253 from $37,192 for the first quarter of 2018. Assumed premiums earned decreased slightly. Ceded premiums earned increased slightly. The addition of the Direct Auto non-standard auto business contributed $10,828 in direct premiums earned during the three months ended March 31, 2019.

Our personal lines of business (private passenger auto, home and farm) continued their strong growth in Nebraska and South Dakota. Our non-standard auto premiums also increased year-over-year due to growth in Nevada from Primero rate increases, a portion of which relates to statutory policy limit increases, Primero policy growth, and the acquisition of Direct Auto.

Losses and LAE

NI Holdings’ net losses and LAE for the three months ended March 31, 2019 increased 39.2% to $26,234 compared to $18,849 for the three months ended March 31, 2018. The Company’s loss and LAE ratio decreased slightly to 51.9% for 2019, compared to 52.2% for 2018.

		Three Months Ended March 31,
		2019				2018
Loss and LAE ratio:
Private passenger auto			62.8%				68.3%
Non-standard auto			49.0%				65.7%
Home and farm			47.7%				35.2%
Crop			n/a				n/a
All other			33.0%				36.6%
Total loss and LAE ratio			51.9%				52.2%

 

The Company’s overall loss and LAE experience improved slightly year-over-year.

Net losses for private passenger auto improved in the first quarter of 2019 compared to a year ago, as rate increases took effect and loss experience moderated. Net losses for home and farm increased to normal levels for first quarter, after experiencing favorable losses in 2018. Net losses for non-standard auto included a combination of favorable loss experience development in Direct Auto, partially offset by unfavorable loss experience development in Primero. In Direct Auto, this business has so far shown better than anticipated loss experience, and we have reduced the overall reserve levels accordingly. In Primero, the statutory increase in minimum liability limits in the state of Nevada has resulted in a higher than anticipated increase in the average paid claim and average loss reserve. This has driven up our loss experience, which we intend to address through additional rate increases.

Net losses for our commercial and assumed reinsurance business in 2019 were comparable to 2018. Crop insurance is negligible in first quarter.

NI Holdings realized favorable development on prior accident years of $4,969 in the first quarter of 2019, compared to $76 of unfavorable development on prior accident years realized in the first quarter of 2018. Net favorable development is the result of prior years’ claims settling for less than originally estimated, while net unfavorable development is the result of prior years’ claims settling for more than originally estimated. Adjustments to our original estimates resulting from claims are not made until the period in which there is reasonable evidence that an adjustment to the reserve is appropriate.

Amortization of Deferred Policy Acquisition Costs and Other Underwriting and General Expenses

Total underwriting and general expenses, including amortization of deferred policy acquisition costs, increased 40.6% to $16,694 in first quarter 2019 compared to $11,877 in 2018.

		Three Months Ended March 31,
		2019				2018
Underlying expenses		$	18,619			$	11,998
Deferral of policy acquisition costs			(11,147	)			(7,160	)
Other underwriting and general expenses			7,472				4,838
Amortization of deferred policy acquisition costs			9,222				7,039
Total reported expenses		$	16,694			$	11,877

 

Underlying expenses were $6,621 higher in the three months ended March 31, 2019 compared to a year ago across various expense categories. Policy acquisition costs have increased due to higher written premiums. Employee costs have increased, due primarily to stock compensation costs. Consulting expenses have increased relating to technology and public company services. The new Direct Auto subsidiary contributed $5,743 of underlying expenses to the current quarter, including $1,135 of amortization expense of other intangibles.

Expense deferrals were $3,987 higher in first quarter 2019 compared to first quarter 2018 primarily due to the new Direct Auto business and a modest increase in other direct premiums written in 2019, whereas amortization of those costs was $2,183 higher in 2019 primarily due to amortization of the Direct Auto deferrals. The net impact of policy acquisition costs was a $1,925 reduction to expense, of which $1,437 was attributable to Direct Auto.

The expense ratio of 33.1% for the three months ended March 31, 2019 was 0.2 percentage points higher than the expense ratio in the first quarter of 2018. This ratio increase would be consistent with the growth in both the net premiums earned and total underwriting and general expenses.

 

Underwriting Gain (Loss)

Underwriting gain (loss) measures the pretax profitability of a company’s insurance business. It is derived by subtracting losses and LAE, amortization of deferred policy acquisition costs, and other underwriting and general expenses from net premiums earned.

		Three Months Ended March 31,
		2019				2018
Underwriting gain (loss):
Private passenger auto		$	1,237			$	284
Non-standard auto			1,957				(9	)
Home and farm			3,585				4,842
Crop			(294	)			(702	)
All other			1,093				971
Total underwriting gain		$	7,578			$	5,386

 

The underwriting results of the Company for the first quarter improved year-over-year, primarily reflecting substantial loss experience improvement in the auto segments. Private passenger auto had lower loss experience in the first quarter of 2019 compared to 2018, while non-standard auto results were improved due to the addition of Direct Auto. The underwriting gain on home and farm business decreased due to higher loss experience in 2019 primarily due to the winter snowfall and early spring flooding in Nebraska, compared to favorable loss experience in the first quarter of 2018.

Our all other segment reported a higher underwriting gain in 2019, as loss experience was normal across our commercial, excess liability, and assumed reinsurance lines of business. Crop insurance activity is negligible in the first quarter, and primarily reflects development of prior year loss reserves.

Fee and Other Income

NI Holdings had fee and other income of $464 for the three months ended March 31, 2019, compared to $377 for the three months ended March 31, 2018. Fee income attributable to the non-standard auto segment is a key component in measuring its profitability. Fee income on this business increased to $470 for the three months ended March 31, 2019 from $322 for the three months ended March 31, 2018, due to growth in Primero’s non-standard auto business and the addition of Direct Auto.

Net Investment Income

The following table sets forth our average cash and invested assets, net investment income, and return on average cash and invested assets for the reported periods:

		Three Months Ended March 31,
		2019				2018
Average cash and invested assets		$	382,171			$	313,808
Gross investment income		$	2,308			$	1,938
Investment expenses			565				569
Net investment income		$	1,743			$	1,369
Gross return on average cash and invested assets			2.4%				2.5%
Net return on average cash and invested assets			1.8%				1.8%

 

Investment income, net of investment expense, increased $374 for the three months ended March 31, 2019 compared to a year ago. This increase is attributable to the increase in invested assets, due primarily to the acquisition of Direct Auto. The majority of Direct Auto cash and invested assets was in short term cash and cash equivalents at the closing date, and will be invested in fixed income securities. The weighted average gross yield on invested assets dropped slightly to 2.4% in 2019 from 2.5% in 2018, due to the high amount of funds related to Direct Auto that are not yet fully invested.

As of March 31, 2019, our overall book yield for our combined fixed income and equity portfolio was 2.8%. The average duration was 3.3. We expect our book yield and average duration to increase as the Direct Auto cash and cash equivalents are invested in accordance with our investment policy.

Net Capital Gain on Investments

NI Holdings had realized capital gains on investment of $559 for the three months ended March 31, 2019, compared to $469 a year ago.

Effective January 1, 2019, in accordance with a change in accounting principle, market fluctuations on our equity securities are reflected in the Company’s results of operations. NI Holdings reported a net gain of $7,300 attributed to the change in unrealized appreciation of its equity securities for the three months ended March 31, 2019. Prior to the January 1, 2019, such unrealized gains and losses were included in Other Comprehensive Income. Pre-tax net unrealized losses on equity securities recorded in Other Comprehensive Income were $439 for the three months ended March 31, 2018 and $9,467 for the year ended December 31, 2018. Although we anticipate a higher level of short-term volatility going forward in our reported results due to similar market fluctuations, we continue to believe that this asset class presents viable investment opportunities.

The Company recorded no other-than-temporary impairments in the three months ended March 31, 2019 and 2018.

The Company’s fixed income securities and equity securities are classified as available for sale because it will, from time to time, make sales of securities that are not impaired, consistent with our investment goals and policies. At March 31, 2019, the Company had net unrealized gains on fixed income securities of $1,886 and net unrealized gains on equity securities of $17,659. At December 31, 2018, the Company had net unrealized losses on fixed income securities of $2,325 and net unrealized gains on equity securities of $10,359. The increase in the fair value of our fixed income securities is believed to be reflective of a general signal from the Federal Reserve regarding future interest rate actions during the first three months of 2019. The increase in the fair value of our equity securities is consistent with the fluctuations in the equity markets in the same period.

NI Holdings has evaluated each security in a loss position and taken into account the severity and duration of the impairment, the current rating on the bond, and the outlook for the issuer according to independent analysts. NI Holdings believes that any declines in fair value in its existing portfolio are most likely attributable to short-term market trends and there is no evidence that the Company will not recover the entire amortized cost basis.

Income before Income Taxes

For the three months ended March 31, 2019, NI Holdings had pre-tax income of $17,644 compared to $7,601 for the three months ended March 31, 2018. The $10,043 increase in pre-tax income was largely attributable to the change in unrealized gains on our equity securities portfolio and favorable loss experience in our auto segments.

Income Taxes

NI Holdings recorded income tax expense of $3,848 for the three months ended March 31, 2019, compared to $1,449 for the three months ended March 31, 2018. A portion of income tax expense relates to state taxes. Our effective tax rate for the first quarter of 2019 was 21.8% compared to an effective tax rate of 19.1% for the first quarter of 2018.

The valuation allowance against certain deferred income tax assets remained at $587 as of March 31, 2019, the same amount as December 31, 2018.

Net Income

For the three months ended March 31, 2019, NI Holdings had net income before non-controlling interest of $13,796 compared $6,152 for 2018. This increase in net income was primarily attributable to the change in unrealized gains on our equity securities portfolio and favorable loss experience in our auto segments.

Return on Average Equity

For the three months ended March 31, 2019, NI Holdings had annualized return on average equity, after non-controlling interest, of 19.6% compared to annualized return on average equity, after non-controlling interest, of 9.6% for the three months ended March 31, 2018. Average equity is calculated as the average between beginning and ending equity excluding non-controlling interest for the period.

 

 

 

Financial Position

The major components of NI Holdings’ financial position are as follows:

		March 31, 2019				December 31, 2018
Assets:
Cash and investments		$	389,971			$	374,371
Premiums and agents’ balances receivable			38,502				34,287
Deferred policy acquisition costs			14,791				12,866
Other assets			34,023				36,968
Total assets		$	477,287			$	458,492
Liabilities:
Unpaid losses and loss adjustment expenses		$	85,560			$	87,121
Unearned premiums			88,171				84,767
Other liabilities			10,101				10,851
Total liabilities			183,832				182,739
Equity			293,455				275,753
Total liabilities and equity		$	477,287			$	458,492

 

At March 31, 2019, NI Holdings had total assets of $477,287, an increase of $18,795, or 4.1%, from December 31, 2018. Cash and investments increased due to market fluctuations in both the fixed income and equity markets. Deferred policy acquisition costs increased primarily due to the recognition of deferred policy acquisition costs related to Direct Auto.

At March 31, 2019, total liabilities were $183,832, an increase of $1,093, or 0.6%, from December 31, 2018. Unpaid losses and loss adjustment expenses decreased slightly, offset by an increase in unearned premiums. Other liabilities decreased slightly as annual bonus payments were mostly offset by an increase in net deferred income tax liabilities.

Total equity increased by $17,702, or 6.4%, during the three months ended March 31, 2019. The increase in equity reflects consolidated net income of $13,773 for the three-month period, and an increase in accumulated other comprehensive income due to higher fair values of our fixed income securities.

 

Liquidity and Capital Resources

NI Holdings generates sufficient funds from its operations and maintains a high degree of liquidity in its investment portfolio to meet the demands of claim settlements and operating expenses. The primary sources of funds are premium collections, investment earnings, and maturing investments. In 2017, we raised $93,145 in net proceeds from our initial public offering, which we plan to use for strategic acquisitions. However, these funds are available if necessary to meet the demands of claim settlements and operating expenses. Through March 31, 2019, we have used that money to acquire $11,035 in treasury stock and, in 2018, we used $17,000 for the acquisition of Direct Auto.

The Company’s philosophy is to provide sufficient cash flows from operations to meet its obligations in order to minimize the forced sales of investments. The Company maintains a portion of its investment portfolio in relatively short-term and highly liquid assets to ensure the availability of funds.

The change in cash and cash equivalents for the three months ended March 31, 2019 and 2018 were as follows:

		Three Months Ended March 31,
		2019				2018
Net cash flows from operating activities		$	4,231			$	4,339
Net cash flows from investing activities			(3,032	)			(6,724	)
Net cash flows from financing activities			(22	)			—
Net increase (decrease) in cash and cash equivalents		$	1,177			$	(2,385	)

 

For the three months ended March 31, 2019, net cash provided by operating activities totaled $4,231 compared to $4,339 a year ago. Consolidated net income aggregated $13,773 for the three months ended March 31, 2019 compared to $6,152 for the same period a year ago. The Company offset this increase in net income with the impact of changes in premiums and agents’ balances receivable, reinsurance recoverables on losses, and the change in unrealized gains on equity securities in 2019 compared to 2018.

Net cash used by investing activities totaled $3,032 for the three months ended March 31, 2019, compared to $6,724 net cash used by investing activities a year ago. Both periods reflect the opportunity to invest excess cash from operations in longer term investments.

Net cash used by financing activities totaled $22 for the three months ended March 31, 2019. There was no net cash provided or used by financing activities for the three months ended March 31, 2018.

As a standalone entity, and outside of the net proceeds from the recent initial public offering, NI Holdings’ principal source of long-term liquidity will be dividend payments from Nodak Insurance and Direct Auto.

Nodak Insurance will be restricted by the insurance laws of North Dakota as to the amount of dividends or other distributions it may pay to NI Holdings. North Dakota law sets the maximum amount of dividends that may be paid by Nodak Insurance during any twelve-month period after notice to, but without prior approval of, the North Dakota Insurance Department. This amount cannot exceed the lesser of (i) 10% of the Company’s surplus as regards policyholders as of the preceding December 31, or (ii) the Company’s statutory net income for the preceding calendar year (excluding realized capital gains), less any prior dividends paid during such twelve-month period. In addition, any insurance company other than a life insurance company may carry forward net income from the preceding two calendar years, not including realized capital gains, less any dividends actually paid during those two calendar years. Dividends in excess of this amount are considered “extraordinary” and are subject to the approval of the North Dakota Insurance Department.

The amount available for payment of dividends from Nodak Insurance to us during 2019 without the prior approval of the North Dakota Insurance Department is approximately $17,588 based upon the policyholders’ surplus of Nodak Insurance at December 31, 2018. Prior to its payment of any extraordinary dividend, Nodak Insurance will be required to provide notice of the dividend to the North Dakota Insurance Department. This notice must be provided to the North Dakota Insurance Department 30 days prior to the payment of an extraordinary dividend and 10 days prior to the payment of an ordinary dividend. The North Dakota Insurance Department has the power to limit or prohibit dividend payments if an insurance company is in violation of any law or regulation. These restrictions or any subsequently imposed restrictions may affect our future liquidity. No dividends were declared or paid by Nodak Insurance during the three months ended March 31, 2019 or the year ended December 31, 2018.

Direct Auto is restricted by the insurance laws of Illinois as to the amount of dividends or other distributions it may pay to NI Holdings. Illinois law sets the maximum amount of dividends that may be paid by Direct Auto during any twelve-month period after notice to, but without prior approval of, the Illinois Department of Insurance. This amount cannot exceed the greater of (i) 10% of the Company’s surplus as regards policyholders as of the preceding December 31, or (ii) the Company’s statutory net income for the preceding calendar year (excluding realized capital gains). Dividends in excess of this amount are considered “extraordinary” and are subject to the approval of the Illinois Department of Insurance.

The amount available for payment of dividends from Direct Auto to NI Holdings during 2019 without the prior approval of the Illinois Department of Insurance is $6,653 based upon the statutory net income of Direct Auto for the year ended December 31, 2018. Prior to its payment of any dividend, Direct Auto will be required to provide notice of the dividend to the Illinois Department of Insurance. This notice must be provided to the Illinois Department of Insurance within five business days following declaration of any dividend and no less than 30 days prior to the payment of an extraordinary dividend or 10 days prior to the payment of an ordinary dividend. The Illinois Department of Insurance has the power to limit or prohibit dividend payments if Direct Auto is in violation of any law or regulation. These restrictions or any subsequently imposed restrictions may affect our future liquidity. No dividends were declared or paid by Direct Auto during the three months ended March 31, 2019 or the year ended December 31, 2018.

Off-Balance Sheet Arrangements

NI Holdings has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital reserves.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see Note 5 to the Unaudited Consolidated Financial Statements, included elsewhere in this Report.

 

Item 3. - Quantitative and Qualitative Disclosures about Market Risk

The Company’s assessment of market risk as of March 31, 2019 indicates there have been no material changes in the quantitative and qualitative disclosures from those in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC.

Item 4. - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Exchange Act Rules 240.13a-15(b) and 15d-15(a)) as of March 31, 2019. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective and timely, providing them with material information relating to the Company required to be disclosed in the reports the Company files or submits under the Exchange Act.

Changes in Internal Controls

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2019, to which this report relates that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Part II. -
OTHER INFORMATION

Item 1. - Legal Proceedings

We are party to litigation in the normal course of business. Based upon information presently available to us, we do not consider any litigation to be material. However, given the uncertainties attendant to litigation, we cannot assure you that our results of operations and financial condition will not be materially adversely affected by any litigation.

Item 1A. - Risk Factors

There have been no material changes in our assessment of our risk factors from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2018.

Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds

The Company has not sold any unregistered securities within the past three years.

On January 17, 2017, the SEC declared effective our registration statement on Form S-1 (file number 333-214057) registering our common stock. On March 13, 2017, the Company completed the initial public offering of 10,350,000 shares of common stock at a price of $10.00 per share. The Company received net proceeds of $93,145 from the offering, after deducting underwriting discounts and offering expenses. Griffin Financial Group, LLC acted as our placement agent in connection with the initial public offering.

Direct Auto was acquired on August 31, 2018 with $17,000 of the net proceeds from the initial public offering. There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed with the SEC on January 17, 2017.

On February 28, 2018, our Board of Directors approved an authorization for the repurchase of up to approximately $10,000 of the Company’s outstanding common stock. We purchased 191,265 shares of our common stock for $2,996 during the three months ended December 31, 2018. We purchased an additional 100 shares of our common stock for $2 during the three months ended March 31, 2019.

Period in 2019		Total Number of Shares Purchased				Average Price Paid Per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)				Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) (in thousands)
January 1 to January 31			—			$	—				—			$	7,004
February 1 to February 28			—				—				—				7,004
March 1 to March 31			100				15.96				100				7,002
Total first quarter			100			$	15.96				100			$	7,002

 

(1)	Shares purchased pursuant to the March 5, 2018 publicly announced share repurchase authorization of up to approximately $10,000 of the Company’s outstanding common stock.

 

 

Item 3. - Defaults upon Senior Securities

Not Applicable

 

Item 4. - Mine Safety Disclosures

Not Applicable

 

Item 5. - Other Information

None

 

Item 6. - Exhibits

 

 

Exhibit Number		Description
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Linkbase Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

Signatures

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 on May 8, 2019.

 

	NI HOLDINGS, INC.
	/s/ Michael J. Alexander
	Michael J. Alexander
	President and Chief Executive Officer (Principal Executive Officer)
	/s/ Brian R. Doom
	Brian R. Doom
	Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

Exhibit 31.1

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Michael J. Alexander, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of NI Holdings, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 8, 2019	/s/ Michael J. Alexander
	Michael J. Alexander
	President and Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Brian R. Doom, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of NI Holdings, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 8, 2019	/s/ Brian R. Doom
	Brian R. Doom
	Chief Financial Officer
	(Principal Financial Officer)

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of NI Holdings, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Michael J. Alexander, President and Chief Executive Officer, and Brian R. Doom, Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 8, 2019	/s/ Michael J. Alexander
	Michael J. Alexander
	President and Chief Executive Officer
	(Principal Executive Officer)
May 8, 2019	/s/ Brian R. Doom
	Brian R. Doom
	Chief Financial Officer
	(Principal Financial Officer)