HALLMARK FINANCIAL SERVICES INC – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read together with our consolidated financial statements and the notes thereto. This discussion contains forward-looking statements. Please see "Risks Associated with Forward-Looking Statements in this Form 10-Q" for a discussion of some of the uncertainties, risks and assumptions associated with these statements.
Introduction
Hallmark Financial Services, Inc. ("Hallmark" and, together with subsidiaries, "we," "us," "our," or the Company) is an insurance holding company that, through its subsidiaries, engages in the sale of property/casualty insurance products to businesses and individuals. Our business involves marketing, distributing, underwriting and servicing our insurance products, as well as providing other insurance related services. Our business is geographically concentrated in the south central and northwest regions ofthe United States . We pursue our business activities through subsidiaries whose operations are organized into product-specific business units, which are supported by our insurance company subsidiaries.
Our non-carrier insurance activities are segregated by business units into the
following reportable segments:
Standard Commercial Segment. Our Standard Commercial Segment includes the
package and monoline property/casualty and, until exited during 2016,
occupational accident insurance products and services handled by our Commercial
? Accounts business unit; the Aviation business unit which offers general
aviation property/casualty insurance products and services; and the runoff of
workers compensation insurance products handled by our former Workers Compensation operating unit until discontinued during 2016.
Personal Segment. Our Personal Segment includes the non-standard personal
? automobile and renters insurance products and services handled by our Specialty
Personal Lines business unit.
Runoff Segment. Our Runoff Segment consists solely of our Specialty Runoff
business unit which is comprised of the senior care facilities liability
insurance business previously reported as part of our Professional Liability
? business unit; the contract binding line of the primary automobile insurance
previously reported as part of our Commercial Auto business unit; and the
satellite launch property/casualty insurance products, as well as certain
specialty programs, previously reported as part 29 Table of Contents
of our Aerospace & Programs business unit. The lines of business comprising the
Runoff Segment were discontinued at various times during 2020 through 2022 and
are presently in runoff. The Runoff Segment, together with our discontinued
operations, were previously reported as our former Specialty Commercial Segment.
In addition to these reportable segments, our discontinued operations consist of our Commercial Auto business unit (excluding the exited contract binding line) which offered primary and excess commercial vehicle insurance products and services; our E&S Casualty business unit which offered primary and excess liability, excess public entity liability, E&S package and garage liability insurance products and services; our E&S Property business unit which offered primary and excess commercial property insurance for both catastrophe and non-catastrophe exposures; and our Professional Liability business unit (excluding the exited senior care facilities line) which offered healthcare and financial lines professional liability insurance products and services primarily for businesses, medical professionals and medical facilities. Our discontinued operations business units, which were sold inOctober 2022 , and our Runoff Segment were together previously reported as our former Specialty Commercial Segment. The retained premium produced by these reportable segments and discontinued operations is supported by ourAmerican Hallmark Insurance Company of Texas ("AHIC"),Hallmark Specialty Insurance Company ("HSIC"),Hallmark Insurance Company ("HIC"),Hallmark National Insurance Company ("HNIC") andTexas Builders Insurance Company ("TBIC") insurance subsidiaries. In addition, control and management ofHallmark County Mutual Insurance Company ("HCM") is maintained through our wholly owned subsidiary,CYR Insurance Management Company ("CYR"). CYR has as its primary asset a management agreement with HCM which provides for CYR to have management and control of HCM. HCM is used to front certain lines of business in our Specialty Commercial and Personal Segments inTexas . HCM does not retain any business. AHIC, HIC, HSIC and HNIC have entered into a pooling arrangement pursuant to which AHIC retains 28% of the total net premiums written by any of them, HIC retains 38% of our total net premiums written by any of them, HSIC retains 21% of our total net premiums written by any of them and HNIC retains 13% of our total net premiums written by any of them. Neither HCM nor TBIC is a party to the intercompany pooling arrangement.
Results of Operations
Management overview. During the three months endedSeptember 30, 2022 , our total revenue from continuing operations was$38.2 million , representing a decrease of 16% from the$45.5 million in total revenue from continuing operations for the same period of 2021. During the nine months endedSeptember 30, 2022 , our total revenue from continuing operations was$117.6 million , representing a decrease of 31% from the$171.4 million in total revenue from continuing operations for the same period of 2021. During the three months endedSeptember 30, 2022 , we reported a pre-tax loss from continuing operations of$30.3 million , as compared to a pre-tax loss from continuing operations of$1.9 million reported during the same period the prior year. During the nine months endedSeptember 30, 2022 , we reported a pre-tax loss from continuing operations of$99.7 million , as compared to a pre-tax loss from continuing operations of$3.0 million reported during the same period the prior year. The decrease in revenue from continuing operations for the three months endedSeptember 30, 2022 compared to the same period of the prior year was primarily due to lower net premiums earned of$6.3 million , higher net investment losses of$2.3 million , and lower finance charges of$0.1 million , partially offset by$1.5 million higher net investment income. The decrease in revenue from continuing operations for the nine months endedSeptember 30, 2022 compared to the same period of the prior year was primarily due to decreased net premiums earned of$38.6 million , net investment losses of$6.8 million compared to net investment gains of$9.1 million the prior year, and lower finance charges of$0.4 million , partially offset by higher net investment income of$1.1 million . The increase in pre-tax loss from continuing operations for the three months endedSeptember 30, 2022 compared to the same period of the prior year was primarily due to the decreased revenue discussed above and increased losses and loss adjustment expenses ("LAE") from continuing operations of$21.6 million , partially offset by lower operating expenses from continuing operations of$0.7 million . The increase in losses and LAE from continuing operations was 30
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primarily due to$20.6 million of adverse prior year loss reserve development for the third quarter of 2022,$18.5 million of which was from the Runoff Segment, as compared to$2.9 million of favorable prior year loss reserve development for the same period the prior year. Losses and LAE from continuing operations for the third quarter of 2022 included$1.8 million of net catastrophe losses as compared to$0.6 million during the same period of the prior year. The deterioration of pre-tax results from continuing operations for the nine months endedSeptember 30, 2022 compared to the same period of the prior year was primarily due to the decreased revenue from continuing operations discussed above and increased losses and LAE of$49.6 million , partially offset by lower operating expenses from continuing operations of$7.1 million . The increase in losses and LAE from continuing operations was primarily due to$75.8 million of unfavorable prior year loss reserve development for the nine months endedSeptember 30, 2022 ,$70.4 million of which was from the Runoff Segment, as compared to$4.6 million of favorable prior year loss reserve development for the prior year period, partially offset by lower net catastrophe losses of$3.2 million compared to$6.6 million during the same period of the prior year. We reported a net loss from continuing operations of$29.3 million for the three months endedSeptember 30, 2022 as compared to a net loss from continuing operations of$2.0 million for the same period in 2021. We reported a net loss from continuing operations of$104.9 million for the nine months endedSeptember 30, 2022 as compared to net loss from continuing operations of$3.9 million for the same period in 2021. On a diluted basis per share, we reported net loss from continuing operations of$1.61 per share for the three months endedSeptember 30, 2022 , compared to a net loss from continuing operations of$0.11 per share for the same period in 2021. On a diluted basis per share, we reported a net loss from continuing operations of$5.77 per share for the nine months endedSeptember 30, 2022 , as compared to a net loss from continuing operations of$0.21 per share for the same period in 2021.
We reported a net loss of
2022
The
net loss/income for the three months endedSeptember 30, 2022 and 2021 was the result of the net loss from continuing operations partially or wholly offset by net income from discontinued operations of$1.1 million and$5.5 million , respectively. We reported a net loss of$100.8 million for the nine months endedSeptember 30, 2022 as compared to net income of$11.6 million for the same period in 2021. The net loss/income for the nine months endedSeptember 30, 2022 and 2021 was the result of the net loss from continuing operations partially or wholly offset by net income from discontinued operations of$4.2 million and$15.4 million , respectively. On a diluted basis per share, we reported a net loss of$1.55 per share for the three months endedSeptember 30, 2022 , compared to net income of$0.19 per share for the same period in 2021. On a diluted basis per share, we reported a net loss of$5.54 per share for the nine months endedSeptember 30, 2022 , as compared to net income of$0.64 per share for the same period in 2021. Our effective tax rate was (13.1)% for the first nine months of 2022 compared to 20.8% for the same period in 2021. During the first nine months of 2022 we recorded a full valuation allowance of$30.4 million against our net deferred tax assets primarily due to recent net losses, including the current period net loss. The effective rate for the nine months endedSeptember 30, 2021 varied from the statutory tax rates primarily due to tax exempt interest income. 31
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Third Quarter 2022 as Compared to Third Quarter 2021
The following is additional business segment information for the three months
ended
Three Months Ended
Standard Commercial Segment Personal Segment Runoff Segment Corporate Consolidated 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Gross premiums written$ 34,556 $ 34,274 $ 15,638 $ 17,453 $ 2,326 $ 3,401 $ - $ -$ 52,520 $ 55,128 Ceded premiums written (15,801) (16,245) (76) (72) (25) (5,271) - - (15,902) (21,588)
Net premiums written 18,755 18,029 15,562 17,381
2,301 (1,870) - - 36,618 33,540 Change in unearned premiums (206) 959 38 (417) (70) 8,621 - - (238) 9,163 Net premiums earned 18,549 18,988 15,600 16,964 2,231 6,751 - - 36,380 42,703 Total revenues 18,950 19,693 16,754 18,316 2,477 7,315 51 152 38,232 45,476 Losses and loss adjustment expenses 14,484 11,553 14,735 16,735 19,922 (739) - - 49,141 27,549
Pre-tax (loss) income
$ (19,364) $ 4,343 $ (5,098) $ (4,531) $ (30,260) $ (1,883) Net loss ratio (1) 78.1 % 60.8 % 94.5 % 98.7 % 893.0 % (10.9) % 135.1 % 64.5 % Net expense ratio (1) 37.9 % 31.2 % 30.3 % 26.1 % 45.1 % 36.0 % 42.0 % 41.0 % Net combined ratio (1) 116.0 % 92.0 % 124.8 % 124.8 % 938.1 % 25.1 % 177.1 % 105.5 % Net unfavorable (favorable) prior year development$ 300 $ (973) $ 1,810 $ 1,197 $ 18,528 $ (3,088) $ 20,638 $ (2,864)
The net loss ratio is calculated as incurred losses and LAE divided by net
premiums earned, each determined in accordance with GAAP. The net expense
(1) ratio is calculated as total underwriting expenses offset by agency fee
income divided by net premiums earned, each determined in accordance with
GAAP. Net combined ratio is calculated as the sum of the net loss ratio and
the net expense ratio.
Standard Commercial Segment
Gross premiums written for the Standard Commercial Segment were$34.6 million for the three months endedSeptember 30, 2022 , which was$0.3 million more than the$34.3 million reported for the same period in 2021. Net premiums written were$18.8 million for the three months endedSeptember 30, 2022 as compared to$18.0 million for the same period in 2021. The increase in the gross and net premiums written was due to higher premium production in both our Commercial Accounts business unit and Aviation business unit. Total revenue for the Standard Commercial Segment of$19.0 million for the three months endedSeptember 30, 2022 , was$0.7 million less than the$19.7 million reported for the same period in 2021. This decrease in total revenue was primarily due to lower net premiums earned of$0.4 million and lower net investment income of$0.3 million for the three months endedSeptember 30, 2022 as compared to the same period of 2021. The Standard Commercial Segment reported a pre-tax loss of$2.4 million for the three months endedSeptember 30, 2022 as compared to a pre-tax income of$2.2 million for the same period of 2021. The deteriorated pre-tax result was primarily the result of higher losses and LAE of$2.9 million and higher operating expenses of$1.0 million and lower revenue as discussed above. Increased operating expenses were primarily the result of higher salary and related expenses and higher professional services during the three months endedSeptember 30, 2022 as compared to the same period the prior year. The Standard Commercial Segment reported a net loss ratio of 78.1% for the three months endedSeptember 30, 2022 as compared to 60.8% for the same period of 2021. The gross loss ratio before reinsurance for the three months endedSeptember 30, 2022 was 61.0% as compared to 52.9% reported for the same period of 2021. The increase in the gross loss ratio was due primarily to unfavorable net loss reserve development during the three months endedSeptember 30, 2022 as compared to favorable net prior year development during the same period the prior year. The higher net loss ratio was due to lower ceded losses during the three months endedSeptember 30 , 02202 as compared to the same period the prior year. The Standard Commercial Segment reported unfavorable net loss reserve
development of$0.3 million 32 Table of Contents during the three months endedSeptember 30, 2022 as compared to$1.0 million favorable net loss reserved development during the same period of 2021. The Standard Commercial Segment reported a net expense ratio of 37.9% for the third quarter of 2022 as compared to 31.2% for the same period of 2021. The increase in the net expense ratio was due to higher operating expenses discussed above.
Personal Segment
Gross premiums written for the Personal Segment were$15.6 million for the three months endedSeptember 30, 2022 as compared to$17.5 million for the same period in the prior year. Net premiums written for the Personal Segment were$15.6 million in the third quarter of 2022, which was a decrease of$1.8 million from the$17.4 million reported for the third quarter of 2021. The decrease in gross and net written premiums was primarily due to lower premium production in our current geographical footprint. Total revenue for the Personal Segment was$16.8 million for the third quarter of 2022 as compared to$18.3 million for the same period in 2021. The decrease in revenue was primarily due to lower net premiums earned of$1.4 million and lower finance charges of$0.1 million during the third quarter of 2022 as compared to the same period during 2021. Pre-tax loss for the Personal Segment was$3.4 million for the three months endedSeptember 30, 2022 as compared to a pre-tax loss of$3.9 million for the same period of 2021. Lower losses and LAE of$2.0 million were partially offset by the decreased revenue discussed above for the three months endedSeptember 30, 2022 as compared to the same period during 2021. Rising inflationary trends, specifically loss costs, continue to impact the profitability of our Personal Segment. The Personal Segment reported a net loss ratio of 94.5% for the three months endedSeptember 30, 2022 as compared to 98.7% for the same period of 2021. The gross loss ratio before reinsurance was 94.7% for the three months endedSeptember 30, 2022 as compared to 99.5% for the same period in 2021. The Personal Segment reported$1.8 million of unfavorable prior year loss reserve development for the third quarter of 2022 as compared to$1.2 million report for the same period the prior year. The Personal Segment reported a net expense ratio of 30.3% for the third quarter of 2022 as compared to 26.1% for the same period of 2021. The increase in the expense ratio was due primarily to lower net premiums earned. Runoff Segment Gross premiums written for the Runoff Segment were$2.3 million for the three months endedSeptember 30, 2022 , which was$1.1 million , or 32%, less than the$3.4 million reported for the same period of 2021. Net premiums written were$2.3 million for the three months endedSeptember 30, 2022 as compared to($1.9) million for the same period of 2021. The decrease in gross premiums written was primarily the result of the runoff of the senior care facilities business as well as certain specialty programs. The increase in net premiums written was primarily the result of the revision of the third quarter 2021 financials statements due to immaterial errors relating to the certain reinsurance treaties. The$2.5 million of total revenue for the three months endedSeptember 30, 2022 was$4.8 million less than the$7.3 million reported by the Runoff Segment for the same period in 2021. This decrease in revenue was primarily due to lower net premiums earned of$4.5 million , driven primarily by runoff of the senior care facilities business and certain specialty programs, as well as lower net investment income of$0.3 million . The Runoff Segment reported a pre-tax loss of$19.4 million for the third quarter of 2022 as compared to pre-tax income of$4.3 million reported for the same period in 2021. The deterioration in pre-tax results was primarily the result of higher losses and LAE of$20.6 million and the lower total revenue discussed above, partially offset by lower operating expenses of$1.7 million during the three months endedSeptember 30, 2022 as compared to the same period during 2021. The Runoff Segment reported higher losses and LAE for the quarter endedSeptember 30, 2022 compared to the same period of the prior year primarily as the result of unfavorable net prior year development of$18.5 million , of which$14.0 million was from the binding auto business,$0.7 million was from the senior care facilities business and$3.8 million was 33
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from certain specialty programs , as compared to favorable prior year loss
development of
Corporate
Total revenue for Corporate decreased by$0.1 million for the three months endedSeptember 30, 2022 as compared to the same period the prior year primarily as a result of a$1.7 million increase in unrealized losses on equity securities and a$0.5 million decrease in realized gains on investments, partially offset by increased net investment income of$2.1 million . Corporate pre-tax loss was$5.1 million for the three months endedSeptember 30, 2022 as compared to a pre-tax loss of$4.5 million for the same period of 2021. The deterioration in pre-tax results for the third quarter of 2022 was primarily due to the decreased revenue discussed above, higher operating expenses of$0.2 million and higher interest expense of$0.3 million .
Nine Months Ended
30, 2021
The following is additional business segment information for the nine months
ended
Nine Months Ended
Standard Commercial Segment Personal Segment Runoff Segment Corporate Consolidated 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Gross premiums written$ 110,013 $ 107,516 $ 47,589 $ 52,560 $ 10,255 $ 25,662 $ - $ -$ 167,857 $ 185,738 Ceded premiums written (51,434) (49,694) (226) (234) (872) (11,081) - - (52,532) (61,009)
Net premiums written 58,579 57,822 47,363 52,326
9,383 14,581 - - 115,325
124,729
Change in unearned premiums (3,584) (2,326) (350) (72) 1,341 29,012 - - (2,593)
26,614
Net premiums earned 54,995 55,496 47,013 52,254
10,724 43,593 - - 112,732 151,343 Total revenues 56,183 57,536 50,621 56,390 11,554 45,306 (745) 12,180 117,613 171,412 Losses and loss
adjustment expenses 40,398 39,769 41,408 47,379 79,362 24,422 - - 161,168
111,570
Pre-tax (loss) income
$ (73,099) $ 5,212 $ (16,202) $ (1,234) $ (99,701) $ (3,036) Net loss ratio (1) 73.5 % 71.7 % 88.1 % 90.7 % 740.0 % 56.0 % 143.0 % 73.7 Net expense ratio (1) 35.7 % 30.8 % 30.3 % 27.9 % 40.3 % 34.2 % 41.1 % 35.1 Net combined ratio (1) 109.2 % 102.5 % 118.4 % 118.6 % 780.3 % 90.2 % 184.1 % 108.8 Net unfavorable (favorable) prior year development$ 250 $ (2,371) $ 5,218 $ 4,356 $ 70,365 $ (6,543) $ 75,833 $ (4,558)
The net loss ratio is calculated as incurred losses and LAE divided by net
premiums earned, each determined in accordance with GAAP. The net expense
(1) ratio is calculated as total underwriting expenses offset by agency fee
income divided by net premiums earned, each determined in accordance with
GAAP. Net combined ratio is calculated as the sum of the net loss ratio and
the net expense ratio. Standard Commercial Segment Gross premiums written for the Standard Commercial Segment were$110.0 million for the nine months endedSeptember 30, 2022 , which was$2.5 million , or 2%, more than the$107.5 million reported for the same period in 2021. Net premiums written were$58.6 million for the three months endedSeptember 30, 2022 as compared to$57.8 million for the same period in 2021. The increase in the gross and net premiums written was due to higher premium production in both
our
Commercial Accounts business unit and Aviation business unit.
Total revenue for the Standard Commercial Segment of$56.2 million for the nine months endedSeptember 30, 2022 was$1.3 million less than the$57.5 million reported for the same period in 2021. This decrease in total revenue was primarily due to lower net investment income of$0.8 million and lower net premiums earned of$0.5 million for the nine months endedSeptember 30, 2022 as compared to the same period of 2021.
Our Standard Commercial Segment reported a pre-tax loss of
nine months ended
million
34
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results were the result of higher loss and LAE of
operating expenses of
Increased operating expenses were primarily the result of higher salary and
related expenses and higher professional service expenses.
The Standard Commercial Segment reported a net loss ratio of 73.5% for the nine months endedSeptember 30, 2022 as compared to 71.7% for the same period of 2021. The gross loss ratio before reinsurance for the nine months endedSeptember 30, 2022 was 58.4% as compared to 64.3% reported for the same period of 2021. The decrease in the gross loss ratios was due primarily to lower current accident year gross loss trends. The increase in the net loss ratios was due to lower ceded losses during the nine months endedSeptember 30, 2022 as compared to the same period of 2021. The Standard Commercial Segment reported unfavorable net loss reserve development of$0.3 million during the nine months endedSeptember 30, 2022 as compared to favorable net loss reserve development of$2.4 million during the same period of 2021. The Standard Commercial Segment reported a net expense ratio of 35.7% for the nine months endedSeptember 30, 2022 as compared to 30.8% for the same period of 2021. The increase in the expense ratio was primarily due to higher operating expenses as discussed above.
Personal Segment
Gross premiums written for the Personal Segment were$47.6 million for the nine months endedSeptember 30, 2022 as compared to$52.6 million for the same period in the prior year. Net premiums written for our Personal Segment were$47.4 million for the nine months endedSeptember 30, 2022 , which was a decrease of$4.9 million from the$52.3 million reported for the same period of 2021.
The decrease in gross and net written premiums was primarily due to lower
premium production in our current geographical footprint.
Total revenue for the Personal Segment was$50.6 million for the nine months endedSeptember 30, 2022 as compared to$56.4 million for the same period in 2021. The decrease in revenue was primarily due to a decrease in net premiums earned of$5.2 million , lower finance charges of$0.4 million and lower net investment income of$0.2 million during the nine months endedSeptember 30, 2022 as compared to the same period during 2021. Pre-tax loss for the Personal Segment was$7.3 million for the nine months endedSeptember 30, 2022 as compared to a pre-tax loss of$8.3 million for the same period of 2021. The lower pre-tax loss was primarily the result of lower losses and LAE of$6.0 million and lower operating expenses of$0.8 million , partially offset by decreased revenue discussed above for the nine months endedSeptember 30, 2022 as compared to the same period during 2021. The Personal Segment reported a net loss ratio of 88.1% for the nine months endedSeptember 30, 2022 as compared to 90.7% for the same period of 2021. The gross loss ratio before reinsurance was 88.3% for the nine months endedSeptember 30, 2022 as compared to 91.8% for the same period in 2021. The lower gross and net loss ratios for the nine months endedSeptember 30, 2022 was primarily the result of lower net catastrophe losses of$0.2 million for the nine months endedSeptember 30, 2022 as compared to$0.9 million for the same period the prior year, as well as lower current accident year loss trends, partially offset by higher unfavorable prior year loss reserve development.
The
Personal Segment reported$5.2 million net unfavorable prior year loss reserve development during the first nine months of 2022 as compared to net unfavorable prior year loss reserve development of$4.4 million during the first nine months of 2021. The Personal Segment reported a net expense ratio of 30.3% during the nine months endedSeptember 30, 2022 as compared to 27.9% for the same period of 2021. The increase in the expense ratio was due predominately to lower net premiums earned and lower finance charges.
Runoff Segment
Gross premiums written for the Runoff Segment were$10.3 million for the nine months endedSeptember 30, 2022 , which was$15.4 million , or 60%, less than the$25.7 million reported for the same period of 2021. Net premiums written were$9.4 million for the nine months endedSeptember 30, 2022 as compared to$14.6 million for the same period of 2021. The decrease in gross and net premiums written was primarily the result of the runoff of the senior care
facilities business and certain specialty programs. 35 Table of Contents
The$11.5 million of total revenue for the nine months endedSeptember 30, 2022 was$33.8 million less than the$45.3 million reported by the Runoff Segment for the same period in 2021. This decrease in revenue was primarily due to lower net premiums earned of$32.9 million , driven primarily by runoff of the senior care facilities business and certain specialty programs, as well as lower net investment income of$0.9 million . The Runoff Segment reported a pre-tax loss of$73.1 million for the nine months endedSeptember 30, 2022 as compared to pre-tax income of$5.2 million reported for the same period in 2021. The deterioration in pre-tax results was primarily the result of higher losses and LAE of$54.9 million and the lower total revenue discussed above, partially offset by lower operating expenses of$10.4 million during the nine months endedSeptember 30, 2022 as compared to the same period during 2021. Our Runoff Segment reported higher losses and LAE for the quarter endedSeptember 30, 2022 compared to the same period of the prior year as the result of unfavorable net prior year development of$70.4 million , of which$58.4 million was from the binding auto business,$8.6 million was from the senior care facilities business and$3.4 million was from certain specialty programs, as compared to favorable prior year loss development of$6.5 million for the same period of 2021. Corporate
Total revenue for Corporate decreased by$12.9 million for the nine months endedSeptember 30, 2022 as compared to the same period the prior year primarily as a result of a$12.2 million decrease in unrealized gains on equity securities and a$3.6 million decrease in realized gains on investments, partially offset by a$2.9 million increase in net investment income. Corporate pre-tax loss was$16.2 million for the nine months endedSeptember 30, 2022 as compared to a pre-tax loss of$1.2 million for the same period of 2021. The pre-tax loss for the nine months endedSeptember 30, 2022 was primarily due to the lower revenue discussed above, as well as higher operating expenses of$1.6 million and higher interest expense of$0.4 million . The higher operating expenses were driven by a$1.1 million increase in salary and related expenses due to increased incentive compensation accruals and higher non-cash stock compensation expense. increased professional service expense of$0.1 million , higher travel expense of$0.2 million and higher other general expenses of$0.2 million .
Financial Condition and Liquidity
Sources and Uses of Funds
Our sources of funds are from insurance-related operations, financing activities and investing activities. Major sources of funds from operations include premiums collected (net of policy cancellations and premiums ceded), commissions, and processing and service fees. As a holding company, Hallmark is dependent on dividend payments and management fees from its subsidiaries to meet operating expenses and debt obligations. As ofSeptember 30, 2022 , Hallmark and its non-insurance company subsidiaries had$10.0 million in unrestricted cash and cash equivalents. As of that date, our insurance subsidiaries held$119.5 million of unrestricted cash and cash equivalents, as well as$417.1 million in debt securities with an average modified duration of 1.0 years. Accordingly, we do not anticipate selling long-term debt instruments to meet liquidity needs. AHIC and TBIC, domiciled inTexas , are limited in the payment of dividends to their stockholders in any 12-month period, without the prior written consent of theTexas Department of Insurance , to the greater of statutory net income for the prior calendar year or 10% of statutory policyholders' surplus as of the prior year end. Dividends may only be paid from unassigned surplus funds. HIC and HNIC, both domiciled inArizona , are limited in the payment of dividends to the lesser of 10% of prior year policyholders' surplus or prior year's statutory net income, without prior written approval from theArizona Department of Insurance . HSIC, domiciled inOklahoma , is limited in the payment of dividends to the greater of 10% of prior year policyholders' surplus or prior year's statutory net income, not including realized capital gains, without prior written approval from theOklahoma Insurance Department . During 2022, the aggregate ordinary dividend capacity of these subsidiaries is$32.0 million , of which$22.7 million is available to Hallmark. As a county mutual, dividends from HCM are payable to policyholders. During the first nine months of 2022 and 2021, our insurance subsidiaries paid$6.0 million and$3.0 million , respectively, in dividends to Hallmark. During the first nine months of 2022 and 2021, our insurance subsidiaries paid$6.5 million and$9.0 million , respectively, in
management fees to Hallmark. 36 Table of Contents
Comparison of
On a consolidated basis, our cash (excluding restricted cash) and investments atSeptember 30, 2022 were$587.5 million compared to$691.6 million atDecember 31, 2021 . The primary reasons for this decrease in unrestricted cash and investments were cash used by operations and purchases of investment securities.
Comparison of Nine Months Ended
During the nine months endedSeptember 30, 2022 , our cash flow used by operations was$74.2 million compared to cash flow provided by operations of$47.3 million during the same period the prior year. The cash flow used in operations was driven primarily by higher reinsurance balances paid (including$62.0 million paid to fund the payment of claims under the LPT Contract without prejudice on behalf ofDARAG under the interim agreement), an increase in net paid claims and lower collected investment income, partially offset by decreased paid operating expenses and federal income taxes recovered during the nine months endedSeptember 30, 2022 . Net cash used in investing activities during the first nine months of 2022 was$144.2 million as compared to net cash provided by investing activities of$174.0 million during the first nine months of 2021. The net cash used in investing activities during the first nine months of 2022 was primarily comprised of an increase of$153.6 million in purchases of debt and equity securities, a decrease of$164.1 million in maturities, sales and redemptions of investment securities and a$0.5 million increase in purchases of fixed assets.
The Company did not report any net cash from financing activities during the
first nine months of 2022 or 2021.
Senior Unsecured Notes
OnAugust 19, 2019 , Hallmark issued$50.0 million of senior unsecured notes ("Notes") dueAugust 15, 2029 . Interest on the Notes accrues at the rate of 6.25% per annum and is payable semi-annually in arrears commencingFebruary 15, 2020 . The Notes are not obligations of or guaranteed by any of Hallmark's subsidiaries and are not subject to any sinking fund requirements. At Hallmark's option, the Notes are redeemable, in whole or in part, prior to the stated maturity subject to certain provisions intended to make the holders of the Notes whole on scheduled interest and principal payments. The indenture governing the Notes contains certain covenants which, among other things, restrict Hallmark's ability to incur additional indebtedness, make certain payments, create liens on the stock of certain subsidiaries, dispose of certain assets, or merge or consolidate with other entities. The terms of the indenture prohibits payments or other distributions on any security of the Company that ranks junior to the Notes when the Company's debt to capital ratio (as defined in the indenture) is greater than 35%. The Company's debt to capital ratio was 62% as ofSeptember 30, 2022 .Subordinated Debt Securities OnJune 21, 2005 , we formed Hallmark Statutory Trust I ("Trust I"), an unconsolidated trust subsidiary, for the sole purpose of issuing$30.0 million in trust preferred securities. Trust I used the proceeds from the sale of these securities and our initial capital contribution to purchase$30.9 million of junior subordinated debt securities from Hallmark. The debt securities are the sole assets of Trust I, and the payments under the debt securities are the sole revenues of Trust I. OnAugust 23, 2007 , we formed Hallmark Statutory Trust II ("Trust II"), an unconsolidated trust subsidiary, for the sole purpose of issuing$25.0 million in trust preferred securities. Trust II used the proceeds from the sale of these securities and our initial capital contribution to purchase$25.8 million of subordinated debt securities from Hallmark. The debt securities are the sole assets of Trust II, and the payments under the debt securities are the sole revenues of Trust II. Each trust pays dividends on its preferred securities at the same rate each quarter as interest is paid on the junior subordinated debt securities. Under the terms of the trust subordinated debt securities, we pay interest only each quarter and the principal of each note at maturity. We may elect to defer payments of interest on the trust subordinated debt securities by extending the interest payment period for up to 20 consecutive quarterly periods. During any such extension period, interest continues to accrue on the trust subordinated debt securities, as well as interest on such accrued interest. In order to maintain compliance with the terms of our senior unsecured Notes, we have elected to defer payment of interest on the trust subordinated securities until our debt to capital ratio (as defined in the indenture governing the Notes)
is less 37 Table of Contents
than 35%. The subordinated debt securities of each trust are uncollateralized
and do not require maintenance of minimum financial covenants.
The following table summarizes the nature and terms of the junior subordinated
debt and trust preferred securities:
Hallmark Hallmark Statutory Statutory Trust I Trust II Issue date June 21, 2005 August 23, 2007 Principal amount of trust preferred securities $ 30,000 $ 25,000 Principal amount of junior subordinated debt securities $ 30,928 $ 25,774 Maturity date of junior subordinated debt securities June 15, 2035 September 15, 2037 Trust common stock $ 928 $ 774 Interest rate, per annum Three Month LIBOR + 3.25% Three Month LIBOR + 2.90% Current interest rate at September 30, 2022 6.54%
6.19%
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