Stockholders' Equity and Restrictions

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

STOCK

The two authorized classes of our common stock are equal in all respects, except (a) each Class A share 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 Class B common stock has the exclusive right to elect a simple majority of the Board of Directors of Citizens and the Class A common stock elects the remaining directors.

A summary of the change in 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, 2017	52,216	1,002	(3,136)
Change	—	—	—
Balance at December 31, 2018	52,216	1,002	(3,136)
Change	149	—	—
Balance at December 31, 2019	52,365	1,002	(3,136)
Change	289	—	—
Balance at December 31, 2020	52,654	1,002	(3,136)

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)	2020		2019	2018
Basic and diluted earnings per share:
Numerator:
Net loss	$	(10,988)	(1,370)	(11,062)
Net loss allocated to Class A common stock	$	(10,878)	(1,356)	(10,950)
Net loss allocated to Class B common stock	(110)		(14)	(112)
Net loss	$	(10,988)	(1,370)	(11,062)
Denominator:
Weighted average shares of Class A outstanding - basic	49,400		49,214	49,080
Weighted average shares of Class A outstanding - diluted	49,938		49,347	49,139
Weighted average shares of Class B outstanding - basic and diluted	1,002		1,002	1,002
Total weighted average shares outstanding - basic	50,402		50,216	50,082
Total weighted average shares outstanding - diluted	50,940		50,349	50,141
Basic and diluted loss per share of Class A common stock	$	(0.22)	(0.03)	(0.22)
Basic and diluted loss per share of Class B common stock	(0.11)		(0.01)	(0.11)

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 because only CICA is directly owned by Citizens. All other domestic subsidiaries are owned by CICA.


Years ended December 31, (In thousands)	2020		2019
Combined statutory capital and surplus
Life insurance operations	$	39,633	40,932
Property insurance operations	4,810		6,298
Total combined statutory capital and surplus	$	44,443	47,230


Years ended December 31, (In thousands)	2020		2019	2018
Combined statutory net income (loss)
Life insurance operations	$	9,458	(1,200)	17,872
Property insurance operations	(1,985)		(451)	(269)
Total combined statutory net income (loss)	$	7,473	(1,651)	17,603

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, 2020 was $39.6 million and net gain from operations was $3.1 million for CICA. Based upon statutory net gain from operations and surplus of CICA as of and for the year ended December 31, 2020, a $3.1 million dividend could be paid to the Company without prior regulatory approval in 2021. Payments of dividends in excess of such amounts would generally require approval by regulatory authorities.

CICA, CNLIC, SPLIC, MGLIC and SPFIC 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 Ltd., the Company agreed to infuse capital into CICA as required by the Colorado Department of Insurance to maintain CICA's RBC above 350% in any future calendar year-end periods. All insurance subsidiaries exceeded RBC minimum levels at December 31, 2020.

Under the Bermuda Insurance Act 1978, an insurer is prohibited from declaring or paying a dividend if it is in breach of its Enhanced Capital Requirement (“ECR”) or Minimum Margin of Solvency (“MMS”) or if the declaration or payment of such dividend would cause such a breach. Where an insurer fails to meet its MMS on the last day of any financial year, it is prohibited from declaring or paying any dividends during the next financial year without the approval of the Bermuda Monetary Authority (the “BMA” or the "Authority"). Insurers are also prohibited from paying a dividend in an amount exceeding 25% of the prior year’s total statutory capital and surplus, unless at least two members of the board of directors and its principal representative sign and submit to the BMA an affidavit attesting that a dividend in excess of this amount would not cause such insurer to fail to meet its relevant margins. In certain instances, the insurer would also be required to provide prior notice to the BMA in advance of the payment of dividends.

In the event that such an affidavit is submitted to the BMA in accordance with the Bermuda Insurance Act, and further subject to CICA Ltd. meeting its MMS and ECR requirements, CICA Ltd. would be permitted to distribute a dividend not exceeding 25% of its prior year's total statutory capital and surplus. Distributions in excess of this amount require the approval of the BMA. Further, CICA Ltd. must obtain the BMA’s prior approval before reducing its total statutory capital as shown in its previous financial year statutory balance sheet by 15% or more. CICA Ltd. is also prohibited from declaring or paying any dividends unless the value of its long-term business assets exceeds its long-term business liabilities, as certified by its approved actuary, by the amount of the dividend and at least the MMS. These restrictions on declaring or paying dividends and distributions under the Bermuda Insurance Act of 1978 are in addition to those under Bermuda’s Companies Act 1981 which apply to all Bermuda companies. Based upon these rules, CICA Ltd. can pay a dividend of $4.5 million without prior regulatory approval in 2021. However, the BMA has requested that CICA Ltd. notify the Authority in advance of any potential dividend payments and any intercompany related payments or transactions.


Years ended December 31, (In thousands)	2020		2019
CICA Ltd. capital and surplus	$	158,447	94,322


Years ended December 31, (In thousands)	2020		2019	2018

CICA Ltd. net income (loss)	$	9,000	7,649	9,100

The BMA established risk-based regulatory capital adequacy and solvency margin requirements for Bermuda insurers that mandate that a Bermuda-domiciled subsidiary’s ECR be calculated by either: (a) Bermuda Solvency Capital Requirement ("BSCR"); or (b) an internal capital model that the BMA has approved for use for this purpose. CICA Ltd. uses the BSCR in calculating its solvency requirements. The Economic Balance Sheet ("EBS") framework is embedded as part of the BSCR and forms the basis of its ECR. CICA Ltd. held capital in excess of the BSCR requirements at December 31, 2020. The BMA is requiring Citizens and CICA Ltd. to enter into a “Keepwell Agreement”, which would encumber certain assets of the Company. The Keepwell Agreement will include a specific target solvency level at which the Company would be required to make a capital injection into CICA Ltd.

On June 10, 2016, the NAIC Executive Committee and Plenary voted to adopt a recommendation for January 1, 2017 as the operative date for the implementation of Principles-Based Reserves (“PBR”) as a national standard for life insurance products. Although this NAIC standard does not change the reserving requirements under U.S. GAAP, it can be significant for many life insurers. PBR replaces the current formulaic approach to determining policy reserves with an approach that more closely reflects the risks of highly complex products. Companies will be expected to develop “right-sized” reserves that better align with their specific product features, their observed actuarial experience, and their overall risk management procedures. PBR was required effective January 1, 2020. The Company filed a request for PBR exemption with the various state Departments of Insurance since all of our domestic insurance subsidiaries met the small company exemption outlined in the NAIC Valuation Manual, VM-20, for principle-based reserving.