Stockholders' Equity and Restrictions

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity and Restrictions

STOCK

Our Restated and Amended Articles of Incorporation authorize the issuance of 127,000,000 shares, of which 100,000,000 shares shall be Class A common stock, 2,000,000 shares shall be Class B common stock, and 25,000,000 shall be preferred stock. Both authorized classes of common stock are equal in all respects, except (a) each share of Class A common stock is entitled to receive twice the cash dividends paid on a per share basis to the Class B common stock, if any; and (b) the holders of the Class B common stock have the exclusive right to elect a simple majority of the Board of Directors of Citizens. In April 2021, we repurchased all of the outstanding Class B common stock and it 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 the number of shares of Class A and Class B common stock and treasury stock issued is as follows:

(In thousands)	Common Stock		Treasury
	Class A	Class B	Stock
Balance at December 31, 2020	52,654	1,002	3,136
Stock issued under stock investment plan	404	—	—
Stock issued for compensation	112	—	—
Acquisition of Class B shares	—	—	1,002
Balance at December 31, 2021	53,170	1,002	4,138
Stock issued under stock investment plan	475	—	—
Stock issued for compensation	91	—	—
Acquisition of Class A shares	—	—	799
Other share issuance	22	—	—
Balance at December 31, 2022	53,758	1,002	4,937
Stock issued for compensation	125	—	—
Acquisition of Class A shares	—	—	393
Balance at December 31, 2023	53,883	1,002	5,330

EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share.

Years ended December 31, (In thousands, except per share amounts)	2023		2022	2021
Net income (loss)	$	24,437	26,007	72,706
Numerator for Basic Earnings Per Share:
Net income (loss) allocated to Class A common stock	$	24,437	26,007	72,481
Net income (loss) allocated to Class B common stock	—		—	225
Net income (loss)	$	24,437	26,007	72,706
Denominator for Basic Earnings Per Share:
Weighted average shares of Class A outstanding	49,696		50,139	49,664
Weighted average shares of Class B outstanding	—		—	308
Total weighted average shares outstanding	49,696		50,139	49,972
Basic earnings (loss) per share of Class A common stock	$	0.49	0.52	1.46
Basic earnings (loss) per share of Class B common stock	—		—	0.73
Numerator for Diluted Earnings Per Share:
Net income (loss) allocated to Class A common stock	$	24,437	26,007	72,484
Net income (loss) allocated to Class B common stock	—		—	222
Net income (loss)	$	24,437	26,007	72,706
Denominator for Diluted Earnings Per Share:
Weighted average shares of Class A outstanding	50,681		50,867	50,337
Weighted average shares of Class B outstanding	—		—	308
Total weighted average shares outstanding	50,681		50,867	50,645
Diluted earnings (loss) per share of Class A common stock	$	0.48	0.51	1.44
Diluted earnings (loss) per share of Class B common stock	—		—	0.72

STATUTORY CAPITAL AND SURPLUS

The table below shows the combined total of all of our domestic insurance subsidiaries' statutory capital and surplus and statutory net income (loss) for life insurance operations and property insurance operations, although these amounts are not all available as dividends to Citizens since CICA Domestic is the only subsidiary directly owned by Citizens.  All other domestic subsidiaries are owned by CICA Domestic.

As of December 31, (In thousands)	2023		2022
Combined statutory capital and surplus:
Life insurance operations	$	29,416	35,433
Property insurance operations	5,692		6,912
Total combined statutory capital and surplus	$	35,108	42,345

Years ended December 31, (In thousands)	2023		2022	2021
Combined statutory net income (loss):
Life insurance operations	$	(3,606)	(1,885)	5,280
Property insurance operations	(1,219)		1,615	(1,512)
Total combined statutory net income (loss)	$	(4,825)	(270)	3,768

Generally, the net assets of the domestic insurance subsidiaries available for transfer to their immediate parent are limited to the lesser of the subsidiary's net gain from operations during the preceding year or 10% of the subsidiary's net statutory surplus as of the end of the preceding year as determined in accordance with accounting practices prescribed or permitted by insurance regulatory authorities.  Under these practices, total surplus at December 31, 2023 was $26.3 million and net loss from operations was $0.9 million for CICA Domestic for the year ended December 31, 2023.  Based upon these amounts, no dividend could be paid to the Company without prior regulatory approval in 2024. Payments of dividends in excess of such amounts would generally require approval by regulatory authorities.

Our domestic insurance subsidiaries have calculated their risk-based capital ("RBC") in accordance with the National Association of Insurance Commissioners' ("NAIC") Model Rule and the RBC rules as adopted by their respective states of domicile. As part of the novation transaction with CICA Bermuda, the Company agreed to infuse capital into CICA Domestic as required by the Colorado Department of Insurance to maintain CICA Domestic's RBC above 350% in any future calendar year-end periods. All domestic insurance subsidiaries exceeded RBC minimum levels at December 31, 2023.

CICA International is a Puerto Rico domiciled company. The Insurance Code of Puerto Rico does not specifically set forth minimum capital and surplus standards, but rather requires that an insurer submit a business plan for approval to the Office of the Commissioner of Insurance ("OIC") that includes proposed minimum capital and surplus. CICA International is required to maintain a minimum of $750,000 in capital and maintain a premium to surplus ratio of 7 to 1. CICA International began issuing new business as of January 1, 2023 and received the transfer of all of CICA Bermuda's in force insurance business as of August 31, 2023. On that date, Citizens entered into a Keep Well Agreement with CICA International to replace the Keep Well Agreement that had been in place between Citizens and CICA Bermuda. The Keep Well Agreement requires Citizens to contribute up to $10 million in capital to CICA International as necessary to ensure that CICA International maintains at least either (i) 112% of its required ratio of premiums to capital and surplus, or (ii) 200% of the minimum capital and surplus requirement, whichever is higher. The initial term of the Keep Well Agreement is 12 months. Since CICA International's capital exceeds both of the metrics, Citizens is not required to make a capital contribution. Any capital that Citizens is required to contribute could negatively impact the Company's capital resources and liquidity.

As of December 31, (In thousands)	2023		2022
CICA Bermuda capital and surplus	$	—	61,801
CICA International capital and surplus	$	66,619	—

CICA Bermuda requested a modification as permitted under Section 6C (1) of the Bermuda Insurance Act 1978 (the "Insurance Act") to remove the impact of unrealized gains or losses from the Minimum Margin of Solvency requirement. On January 19, 2023, the Bermuda Monetary Authority granted CICA Bermuda a permitted practice, effective December 31, 2022, pursuant to Section 6C (1) of the Insurance Act to report its fixed income maturity securities at amortized cost in its unconsolidated statutory financial statements.

Years ended December 31, (In thousands)	2023		2022	2021
CICA Bermuda net income (loss)	$	—	(1,024)	14,029
CICA International net income (loss)	$	27,484	—	—

As stated above, CICA International exceeded both of the capital and surplus metrics established by the OIC. CICA International could pay up to $5.0 million in dividends during 2024 without regulatory approval.