Stockholders' Equity and Restrictions

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Stockholders' Equity Note Disclosure

STOCKHOLDERS' EQUITY (DEFICIT) AND RESTRICTIONS

STOCK

Our Restated and Amended Articles of Incorporation authorize the issuance of 127,000,000 shares, of which 100,000,000 shares shall be Class A common stock, 2,000,000 shares shall be Class B common stock, and 25,000,000 shall be preferred stock. The two authorized classes of common stock are equal in all respects, except (a) each share of Class A common stock is entitled to receive twice the cash dividends paid on a per share basis to the Class B common stock, if any; and (b) the holders of the Class B common stock have the exclusive right to elect a simple majority of the board of Directors of Citizens. In April 2021, we repurchased all of the outstanding Class B common stock, which is now classified as treasury stock. As a result, all of the directors are elected by the holders of the Class A common stock. Citizens has never issued any preferred stock.

A summary of the change in gross number of shares of Class A and Class B common stock issued and treasury stock is as follows:

	Nine Months Ended September 30,
	2022			2021
(In thousands)	Common Stock		Treasury	Common Stock		Treasury
	Class A	Class B	Stock	Class A	Class B	Stock
Balance at beginning of year	53,170	1,002	4,138	52,654	1,002	3,136
Stock issued under stock investment plan	475	—	—	112	—	—
Stock issued for compensation	90	—	—	—	—	—
Acquisition of Class A shares	—	—	615	—	—	—
Acquisition of Class B shares	—	—	—	—	—	1,002
Other share issuance	22	—	—	—	—	—
Balance at end of period	53,757	1,002	4,753	52,766	1,002	4,138

EARNINGS PER SHARE

The following tables set forth the computation of basic and diluted earnings (loss) per share.

Three Months Ended September 30,	2022		2021
(In thousands, except per share amounts)
Basic and diluted earnings (loss) per share:
Numerator:
Net income (loss)	$	(5,131)	(2,799)
Net income (loss) allocated to Class A common stock	$	(5,131)	(2,799)
Net income (loss) allocated to Class B common stock	—		—
Net income (loss)	$	(5,131)	(2,799)
Denominator:
Weighted average shares of Class A outstanding - basic	50,075		49,630
Weighted average shares of Class A outstanding - diluted	50,799		50,263
Weighted average shares of Class B outstanding - basic and diluted	—		—
Basic and diluted earnings (loss) per share of Class A common stock	$	(0.10)	(0.06)
Basic and diluted earnings (loss) per share of Class B common stock	—		—

Nine Months Ended September 30,	2022		2021
(In thousands, except per share amounts)
Basic and diluted earnings (loss) per share:
Numerator:
Net income (loss)	$	(10,012)	(1,350)
Net income (loss) allocated to Class A common stock	$	(10,012)	(1,345)
Net income (loss) allocated to Class B common stock	—		(5)
Net income (loss)	$	(10,012)	(1,350)
Denominator:
Weighted average shares of Class A outstanding - basic	50,203		49,594
Weighted average shares of Class A outstanding - diluted	50,927		50,226
Weighted average shares of Class B outstanding - basic and diluted	—		401
Basic and diluted earnings (loss) per share of Class A common stock	$	(0.20)	(0.03)
Basic and diluted earnings (loss) per share of Class B common stock	—		(0.01)

CAPITAL AND SURPLUS

Each of our regulated insurance subsidiaries is required to meet stipulated regulatory capital requirements. These include capital requirements imposed by the U.S. National Association of Insurance Commissioners ("NAIC") and the Bermuda Monetary Authority ("BMA"). All domestic insurance subsidiaries exceeded the minimum capital requirements at September 30, 2022. Due to the rapidly rising interest rates that caused the increase in unrealized losses reported in Other Comprehensive Income (Loss), CICA International fell below the required long-term business minimum solvency margin at September 30, 2022. As the Bermuda Insurance Act of 1978 permits, we have requested a modification under Section 6C to allow CICA International to use total statutory economic capital

and surplus for purposes of calculating the minimum solvency margin in place of unconsolidated capital and surplus. The BMA is currently evaluating our request and has not taken any action with respect to this matter.In order to minimize the risk of a shortfall in capital arising from an unexpected adverse deviation or excess risk, the BMA has established a threshold capital level (termed the Target Capital Level ("TCL")), which is set at 120% of a company’s enhanced capital requirement. The TCL serves as an early warning tool for the BMA. As of September 30, 2022, CICA International was above the TCL threshold. At the request of the BMA, on April 15, 2021, Citizens and CICA International entered into a Keep Well Agreement. The Keep Well Agreement requires Citizens to contribute up to $10 million in capital to CICA International as necessary to ensure that CICA International has a minimum capital level of 120% (equal to the TCL). Since CICA International’s capital level currently exceeds 120%, Citizens is not currently required to make a capital contribution.