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Section 1: 10-Q (FORM 10-Q)

Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended September 30, 2018

OR

 

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 0-15341

 

 

Donegal Group Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   23-2424711

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

1195 River Road, P.O. Box 302, Marietta, PA 17547

(Address of principal executive offices) (Zip code)

(717) 426-1931

(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 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.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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).    Yes  ☒    No  ☐

Indicate by check mark 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

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

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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 22,788,003 shares of Class A Common Stock, par value $0.01 per share, and 5,576,775 shares of Class B Common Stock, par value $0.01 per share, outstanding on October 31, 2018.

 

 

 


Table of Contents

DONEGAL GROUP INC.

INDEX TO FORM 10-Q REPORT

 

         Page  

PART I

  FINANCIAL INFORMATION   

Item 1.

  Financial Statements      1  

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations      22  

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk      31  

Item 4.

  Controls and Procedures      31  

PART II

  OTHER INFORMATION   

Item 1.

  Legal Proceedings      32  

Item 1A.

  Risk Factors      32  

Item 2.

  Unregistered Sales of Equity Securities and Use of Proceeds      32  

Item 3.

  Defaults upon Senior Securities      32  

Item 4.

  Removed and Reserved      32  

Item 5.

  Other Information      32  

Item 6.

  Exhibits      33  

Signatures

     34  

 


Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

Donegal Group Inc. and Subsidiaries

Consolidated Balance Sheets

 

     September 30,
2018
    December 31,
2017
 
     (Unaudited)        

Assets

    

Investments

    

Fixed maturities

    

Held to maturity, at amortized cost

   $ 400,233,054     $ 366,655,077  

Available for sale, at fair value

     525,027,434       538,946,050  

Equity securities, at fair value

     57,972,976       50,445,243  

Investment in affiliate

     39,960,649       38,773,420  

Short-term investments, at cost, which approximates fair value

     5,096,047       11,049,915  
  

 

 

   

 

 

 

Total investments

     1,028,290,160       1,005,869,705  

Cash

     55,258,656       37,833,435  

Accrued investment income

     7,166,660       6,553,121  

Premiums receivable

     160,318,764       160,406,432  

Reinsurance receivable

     322,467,746       298,342,563  

Deferred policy acquisition costs

     64,566,885       60,289,860  

Deferred tax asset, net

     10,059,549       7,128,843  

Prepaid reinsurance premiums

     141,536,708       135,032,641  

Property and equipment, net

     4,825,788       7,280,415  

Accounts receivable – securities

     1,101,615       180,525  

Federal income taxes receivable

     19,595,519       10,935,105  

Goodwill

     5,625,354       5,625,354  

Other intangible assets

     958,010       958,010  

Other

     2,475,943       1,483,769  
  

 

 

   

 

 

 

Total assets

   $ 1,824,247,357     $ 1,737,919,778  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Liabilities

    

Unpaid losses and loss expenses

   $ 779,979,677     $ 676,671,727  

Unearned premiums

     530,543,671       503,456,541  

Accrued expenses

     24,381,505       28,033,776  

Reinsurance balances payable

     3,191,746       4,116,159  

Borrowings under lines of credit

     60,000,000       59,000,000  

Cash dividends declared to stockholders

     —         3,841,820  

Subordinated debentures

     5,000,000       5,000,000  

Due to affiliate

     3,737,282       7,314,368  

Other

     1,873,448       1,789,283  
  

 

 

   

 

 

 

Total liabilities

     1,408,707,329       1,289,223,674  
  

 

 

   

 

 

 

Stockholders’ Equity

    

Preferred stock, $.01 par value, authorized 2,000,000 shares; none issued

     —         —    

Class A common stock, $.01 par value, authorized 40,000,000 shares, issued 25,733,219 and 25,564,481 shares and outstanding 22,730,631 and 22,561,893 shares

     257,333       255,645  

Class B common stock, $.01 par value, authorized 10,000,000 shares, issued 5,649,240 shares and outstanding 5,576,775 shares

     56,492       56,492  

Additional paid-in capital

     259,667,062       255,401,558  

Accumulated other comprehensive loss

     (18,943,910     (2,684,275

Retained earnings

     215,729,408       236,893,041  

Treasury stock, at cost

     (41,226,357     (41,226,357
  

 

 

   

 

 

 

Total stockholders’ equity

     415,540,028       448,696,104  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 1,824,247,357     $ 1,737,919,778  
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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Table of Contents

Donegal Group Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

 

     Three Months Ended September 30,  
     2018      2017  

Revenues:

     

Net premiums earned

   $ 187,661,705      $ 177,283,816  

Investment income, net of investment expenses

     6,620,491        5,979,834  

Net realized investment gains (includes ($20,512) and $561,429 accumulated other comprehensive income reclassifications)

     3,463,504        561,429  

Lease income

     119,934        113,409  

Installment payment fees

     1,305,778        1,373,892  

Equity in earnings of Donegal Financial Services Corporation

     732,768        403,647  
  

 

 

    

 

 

 

Total revenues

     199,904,180        185,716,027  
  

 

 

    

 

 

 

Expenses:

     

Net losses and loss expenses

     140,726,106        114,386,379  

Amortization of deferred policy acquisition costs

     31,110,000        29,008,000  

Other underwriting expenses

     24,528,860        31,790,251  

Policyholder dividends

     1,050,200        1,376,115  

Interest

     651,768        466,262  

Other expenses, net

     560,260        176,970  
  

 

 

    

 

 

 

Total expenses

     198,627,194        177,203,977  
  

 

 

    

 

 

 

Income before income tax expense

     1,276,986        8,512,050  

Income tax expense (includes ($4,308) and $196,500 income tax (benefit) expense from reclassification items)

     70,630        1,403,476  
  

 

 

    

 

 

 

Net income

   $ 1,206,356      $ 7,108,574  
  

 

 

    

 

 

 

Income per common share:

     

Class A common stock – basic

   $ 0.04      $ 0.27  
  

 

 

    

 

 

 

Class A common stock – diluted

   $ 0.04      $ 0.26  
  

 

 

    

 

 

 

Class B common stock – basic and diluted

   $ 0.04      $ 0.24  
  

 

 

    

 

 

 

Donegal Group Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

 

     Three Months Ended September 30,  
     2018     2017  

Net income

   $ 1,206,356     $ 7,108,574  

Other comprehensive (loss) income, net of tax

    

Unrealized (loss) gain on securities:

    

Unrealized holding (loss) gain during the period, net of income tax (benefit) expense of ($609,572) and $561,247

     (2,293,154     1,042,317  

Reclassification adjustment for losses (gains) included in net income, net of income tax (benefit) expense of ($4,308) and $196,500

     16,204       (364,929
  

 

 

   

 

 

 

Other comprehensive (loss) income

     (2,276,950     677,388  
  

 

 

   

 

 

 

Comprehensive (loss) income

   $ (1,070,594   $ 7,785,962  
  

 

 

   

 

 

 

 

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Donegal Group Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

 

     Nine Months Ended September 30,  
     2018     2017  

Revenues:

    

Net premiums earned

   $ 555,140,395     $ 521,454,835  

Investment income, net of investment expenses

     19,341,012       17,385,103  

Net realized investment gains (includes ($52,828) and $4,207,710 accumulated other comprehensive income reclassifications)

     4,062,475       4,207,710  

Lease income

     365,930       383,183  

Installment payment fees

     3,959,936       3,813,663  

Equity in earnings of Donegal Financial Services Corporation

     2,152,738       1,023,212  
  

 

 

   

 

 

 

Total revenues

     585,022,486       548,267,706  
  

 

 

   

 

 

 

Expenses:

    

Net losses and loss expenses

     433,063,019       356,825,751  

Amortization of deferred policy acquisition costs

     91,354,000       85,391,000  

Other underwriting expenses

     82,343,932       88,538,755  

Policyholder dividends

     3,565,971       3,422,672  

Interest

     1,682,200       1,212,895  

Other expenses, net

     1,604,595       1,036,223  
  

 

 

   

 

 

 

Total expenses

     613,613,717       536,427,296  
  

 

 

   

 

 

 

(Loss) income before income tax (benefit) expense

     (28,591,231     11,840,410  

Income tax (benefit) expense (includes ($11,094) and $1,472,698 income tax (benefit) expense from reclassification items)

     (10,829,654     1,945,666  
  

 

 

   

 

 

 

Net (loss) income

   $ (17,761,577   $ 9,894,744  
  

 

 

   

 

 

 

(Loss) earnings per common share:

    

Class A common stock – basic

   $ (0.64   $ 0.37  
  

 

 

   

 

 

 

Class A common stock – diluted

   $ (0.64   $ 0.36  
  

 

 

   

 

 

 

Class B common stock – basic and diluted

   $ (0.59   $ 0.33  
  

 

 

   

 

 

 

Donegal Group Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

 

     Nine Months Ended September 30,  
     2018     2017  

Net (loss) income

   $ (17,761,577   $ 9,894,744  

Other comprehensive (loss) income, net of tax

    

Unrealized (loss) gain on securities:

    

Unrealized holding (loss) gain during the period, net of income tax (benefit) expense of ($3,025,784) and $2,215,869

     (11,382,714     4,115,189  

Reclassification adjustment for losses (gains) included in net (loss) income, net of income tax (benefit) expense of ($11,094) and $1,472,698

     41,734       (2,735,012
  

 

 

   

 

 

 

Other comprehensive (loss) income

     (11,340,980     1,380,177  
  

 

 

   

 

 

 

Comprehensive (loss) income

   $ (29,102,557   $ 11,274,921  
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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Donegal Group Inc. and Subsidiaries

Consolidated Statement of Stockholders’ Equity

(Unaudited)

Nine Months Ended September 30, 2018

 

    Class A
Shares
    Class B
Shares
    Class A
Amount
    Class B
Amount
    Additional
Paid-In
Capital
    Accumulated
Other
Comprehensive
Loss
    Retained
Earnings
    Treasury
Stock
    Total
Stockholders’
Equity
 

Balance, December 31, 2017

    25,564,481       5,649,240     $ 255,645     $ 56,492     $ 255,401,558     $ (2,684,275   $ 236,893,041     $ (41,226,357   $ 448,696,104  

Issuance of common stock

    120,394       —         1,204       —         1,703,806       —         —         —         1,705,010  

Share-based compensation

    48,344       —         484       —         2,113,728       —         —         —         2,114,212  

Net loss

    —         —         —         —         —         —         (17,761,577     —         (17,761,577

Cash dividends declared

    —         —         —         —         —         —         (7,872,741     —         (7,872,741

Grant of stock options

    —         —         —         —         447,970       —         (447,970     —         —    

Reclassification of equity unrealized gains

    —         —         —         —         —         (4,918,655     4,918,655       —         —    

Other comprehensive loss

    —         —         —         —         —         (11,340,980     —         —         (11,340,980
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, September 30, 2018

    25,733,219       5,649,240     $ 257,333     $ 56,492     $ 259,667,062     $ (18,943,910   $ 215,729,408     $ (41,226,357   $ 415,540,028  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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Donegal Group Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

     Nine Months Ended September 30,  
     2018     2017  

Cash Flows from Operating Activities:

    

Net (loss) income

   $ (17,761,577   $ 9,894,744  
  

 

 

   

 

 

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

    

Depreciation, amortization and other non-cash items

     5,288,171       4,791,010  

Net realized investment gains

     (4,062,475     (4,207,710

Equity in earnings of Donegal Financial Services Corporation

     (2,152,738     (1,023,212

Changes in assets and liabilities:

    

Losses and loss expenses

     103,307,950       37,685,539  

Unearned premiums

     27,087,130       49,850,687  

Premiums receivable

     87,668       (4,035,543

Deferred acquisition costs

     (4,277,025     (5,568,430

Deferred income taxes

     83,985       (113,508

Reinsurance receivable

     (24,125,183     (20,551,553

Prepaid reinsurance premiums

     (6,504,067     (13,554,734

Accrued investment income

     (613,539     (656,215

Due to affiliate

     (3,577,086     14,960,562  

Reinsurance balances payable

     (924,413     1,312,472  

Current income taxes

     (8,660,414     (995,307

Accrued expenses

     (3,652,271     (5,018,331

Other, net

     310,988       (101,676
  

 

 

   

 

 

 

Net adjustments

     77,616,681       52,774,051  
  

 

 

   

 

 

 

Net cash provided by operating activities

     59,855,104       62,668,795  
  

 

 

   

 

 

 

Cash Flows from Investing Activities:

    

Purchases of fixed maturities, held to maturity

     (42,834,707     (43,710,213

Purchases of fixed maturities, available for sale

     (88,940,126     (105,011,666

Purchases of equity securities, available for sale

     (11,255,867     (9,030,858

Maturity of fixed maturities:

    

Held to maturity

     9,485,969       14,580,714  

Available for sale

     84,617,730       75,856,616  

Sales of fixed maturities, available for sale

     1,388,934       9,634,968  

Sales of equity securities, available for sale

     7,843,437       10,782,859  

Net purchases of property and equipment

     (132,290     (740,608

Net sales (purchases) of short-term investments

     5,953,868       (1,360,359
  

 

 

   

 

 

 

Net cash used in investing activities

     (33,873,052     (48,998,547
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Cash dividends paid

     (11,714,561     (11,079,326

Issuance of common stock

     2,157,730       4,363,003  

Borrowings under line of credit

     1,000,000       —    
  

 

 

   

 

 

 

Net cash used in financing activities

     (8,556,831     (6,716,323
  

 

 

   

 

 

 

Net increase in cash

     17,425,221       6,953,925  

Cash at beginning of period

     37,833,435       24,587,214  
  

 

 

   

 

 

 

Cash at end of period

   $ 55,258,656     $ 31,541,139  
  

 

 

   

 

 

 

Cash paid during period – Interest

   $ 937,470     $ 1,016,678  

Net cash paid during period – Taxes

   $ —       $ 3,050,000  

See accompanying notes to consolidated financial statements.

 

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Table of Contents

DONEGAL GROUP INC. AND SUBSIDIARIES

(Unaudited)

Notes to Consolidated Financial Statements

 

1 -

Organization

Donegal Mutual Insurance Company (“Donegal Mutual”) organized us as an insurance holding company on August 26, 1986. Our insurance subsidiaries, Atlantic States Insurance Company (“Atlantic States”), Southern Insurance Company of Virginia (“Southern”), Le Mars Insurance Company (“Le Mars”), the Peninsula Insurance Group (“Peninsula”), which consists of Peninsula Indemnity Company and The Peninsula Insurance Company, Sheboygan Falls Insurance Company (“Sheboygan”) and Michigan Insurance Company (“MICO”), write property and casualty insurance exclusively through independent insurance agents in certain Mid-Atlantic, Midwestern, New England and Southern states. We also own 48.2% of the outstanding stock of Donegal Financial Services Corporation (“DFSC”), a grandfathered unitary savings and loan holding company that owns Union Community Bank (“UCB”), a state savings bank. Donegal Mutual owns the remaining 51.8% of the outstanding stock of DFSC.

We have four segments: our investment function, our personal lines of insurance, our commercial lines of insurance and our investment in DFSC. The personal lines products of our insurance subsidiaries consist primarily of homeowners and private passenger automobile policies. The commercial lines products of our insurance subsidiaries consist primarily of commercial automobile, commercial multi-peril and workers’ compensation policies.

At September 30, 2018, Donegal Mutual held approximately 43% of our outstanding Class A common stock and approximately 84% of our outstanding Class B common stock. This ownership provides Donegal Mutual with approximately 72% of the total voting power of our common stock. Our insurance subsidiaries and Donegal Mutual have interrelated operations due to a pooling agreement and other intercompany agreements and transactions. While each company maintains its separate corporate existence, Donegal Mutual and our insurance subsidiaries conduct business together as the Donegal Insurance Group. As such, Donegal Mutual and our insurance subsidiaries share the same business philosophy, the same management, the same employees and the same facilities and offer the same types of insurance products.

Atlantic States, our largest subsidiary, participates in a pooling agreement with Donegal Mutual. Under the pooling agreement, the two companies pool their insurance business and each company receives an allocated percentage of the pooled business. Atlantic States has an 80% share of the results of the pooled business, and Donegal Mutual has a 20% share of the results of the pooled business.

The same executive management and underwriting personnel administer products, classes of business underwritten, pricing practices and underwriting standards of Donegal Mutual and our insurance subsidiaries. In addition, as the Donegal Insurance Group, Donegal Mutual and our insurance subsidiaries share a combined business plan to achieve market penetration and underwriting profitability objectives. The products our insurance subsidiaries and Donegal Mutual market are generally complementary, thereby allowing the Donegal Insurance Group to offer a broader range of products to a given market and to expand the Donegal Insurance Group’s ability to service entire personal lines or commercial lines accounts. Distinctions within the products Donegal Mutual and our insurance subsidiaries offer relate generally to specific risk profiles targeted within similar classes of business, such as preferred tier products versus standard tier products, but we do not allocate all of the standard risk gradients to any specific company within the Donegal Insurance Group. Therefore, the underwriting profitability of the business the individual companies write directly will vary. However, because the risk characteristics of all business Donegal Mutual and Atlantic States write directly are homogenized within the underwriting pool, Donegal Mutual and Atlantic States share the underwriting results in proportion to their respective participation in the underwriting pool.

Donegal Mutual completed the merger of Mountain States Mutual Casualty Company (“Mountain States”) with and into Donegal Mutual effective May 25, 2017. Donegal Mutual was the surviving company in the merger, and Mountain States’ insurance subsidiaries, Mountain States Indemnity Company and Mountain States Commercial Insurance Company, became insurance subsidiaries of Donegal Mutual upon completion of the merger. Upon completion of the merger, Donegal Mutual assumed all of the policy obligations of Mountain States and began to market its products together with those of its insurance subsidiaries as the Mountain States Insurance Group in four Southwestern states. For an indefinite period of time, Donegal Mutual will exclude the business of the Mountain States Insurance Group from the pooling agreement with Atlantic States. As a result, our consolidated results of operations exclude the results of Donegal Mutual’s operations in those Southwestern states.

On April 3, 2018, we announced plans to consolidate the branch office operations of Peninsula into our home office operations effective July 2, 2018 to achieve economies of scale and enhance service levels for policyholders of Peninsula. We recorded a restructuring charge in the second quarter of 2018 for employee termination costs associated with the Peninsula consolidation of approximately $1.9 million. We paid approximately $835,000 of these costs in the third quarter of 2018 and

 

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had an accrual of approximately $1.1 million remaining at September 30, 2018. We entered into a definitive purchase arrangement for the sale of Peninsula’s branch office real estate, and expect to receive net proceeds of $1.2 million during the fourth quarter of 2018. We recorded an impairment charge of $1.0 million in other expenses in the third quarter of 2018 related to this real estate transaction and included the $1.2 million fair value of the real estate we held for sale in other assets at September 30, 2018.

On June 11, 2018, we and Donegal Mutual entered into an agreement whereby DFSC will merge with and into Northwest Bancshares, Inc. (“Northwest”) in exchange for payment by Northwest to us and Donegal Mutual of approximately $85.0 million in a combination of cash and Northwest common stock. Immediately prior to the closing of the transaction, DFSC will pay a dividend of approximately $30.0 million to us and Donegal Mutual. As the owner of 48.2% of DFSC’s common stock, we will receive a dividend payment from DFSC of approximately $14.5 million and consideration from Northwest that will range in value from $38.9 million to $43.0 million. Subject to receipt of various regulatory approvals and satisfaction of other customary closing conditions, we anticipate that the transaction will close during the first quarter of 2019.

On July 18, 2013, our board of directors authorized a share repurchase program pursuant to which we have the authority to purchase up to 500,000 shares of our Class A common stock at prices prevailing from time to time in the open market subject to the provisions of applicable rules of the Securities and Exchange Commission (“SEC”) and in privately negotiated transactions. We did not purchase any shares of our Class A common stock under this program during the nine months ended September 30, 2018 or 2017. We have purchased a total of 57,658 shares of our Class A common stock under this program from its inception through September 30, 2018.

 

2 -

Basis of Presentation

Our financial information for the interim periods included in this Form 10-Q Report is unaudited; however, our financial information we include in this Form 10-Q Report reflects all adjustments, consisting only of normal recurring adjustments that, in the opinion of our management, are necessary for a fair presentation of our financial position, results of operations and cash flows for those interim periods. Our results of operations for the nine months ended September 30, 2018 are not necessarily indicative of the results of operations we expect for the year ending December 31, 2018.

We recommend you read the interim financial statements we include in this Form 10-Q Report in conjunction with the financial statements and the notes to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2017.

 

3 -

Earnings Per Share

We have two classes of common stock, which we refer to as our Class A common stock and our Class B common stock. Our certificate of incorporation provides that whenever our board of directors declares a dividend on our Class B common stock, our board of directors shall simultaneously declare a dividend on our Class A common stock that is payable to the holders of our Class A common stock at the same time and as of the same record date at a rate that is at least 10% greater than the rate at which our board of directors declared a dividend on our Class B common stock. Accordingly, we use the two-class method to compute our earnings per common share. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on dividends we have declared and an allocation of our remaining undistributed earnings using a participation percentage that reflects the dividend rights of each class. The table below presents for the periods indicated a reconciliation of the numerators and denominators we used to compute basic and diluted net income per share for our Class A common stock and our Class B common stock:

 

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Table of Contents
     Three Months Ended September 30,  
     2018      2017  
     Class A      Class B      Class A      Class B  
     (in thousands, except per share data)  

Basic income per share:

           

Numerator:

           

Allocation of net income

   $ 1,006      $ 200      $ 5,787      $ 1,322  
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator:

           

Weighted-average shares outstanding

     22,717        5,577        21,756        5,577  
  

 

 

    

 

 

    

 

 

    

 

 

 

Basic income per share

   $ 0.04      $ 0.04      $ 0.27      $ 0.24  
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted income per share:

           

Numerator:

           

Allocation of net income

   $ 1,006      $ 200      $ 5,787      $ 1,322  
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator:

           

Number of shares used in basic computation

     22,717        5,577        21,756        5,577  

Weighted-average shares effect of dilutive securities:

           

Director and employee stock options

     178        —          461        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Number of shares used in diluted computation

     22,895        5,577        22,217        5,577  
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted income per share

   $ 0.04      $ 0.04      $ 0.26      $ 0.24  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Nine Months Ended September 30,  
     2018      2017  
     Class A      Class B      Class A      Class B  
     (in thousands, except per share data)  

Basic (loss) earnings per share:

           

Numerator:

           

Allocation of net (loss) income

   $ (14,472    $ (3,290    $ 8,066      $ 1,829  
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator:

           

Weighted-average shares outstanding

     22,673        5,577        21,669        5,577  
  

 

 

    

 

 

    

 

 

    

 

 

 

Basic (loss) earnings per share

   $ (0.64    $ (0.59    $ 0.37      $ 0.33  
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted (loss) earnings per share:

           

Numerator:

           

Allocation of net (loss) income

   $ (14,472    $ (3,290    $ 8,066      $ 1,829  
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator:

           

Number of shares used in basic computation

     22,673        5,577        21,669        5,577  

Weighted-average shares effect of dilutive securities:

           

Director and employee stock options

     —          —          778        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Number of shares used in diluted computation

     22,673        5,577        22,447        5,577  
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted (loss) earnings per share

   $ (0.64    $ (0.59    $ 0.36      $ 0.33  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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We did not include outstanding options to purchase 6,731,481 shares of Class A common stock in our computation of diluted earnings per share for the three months ended September 30, 2018 because the exercise price of the options exceeded the average market price of our Class A common stock during the period. We did not include any effect of dilutive securities in the computation of diluted earnings per share for the nine months ended September 30, 2018 because we sustained a net loss for this period.

We did not include outstanding options to purchase 5,178,629 and 1,382,400 shares of Class A common stock in our computation of diluted earnings per share for the three and nine months ended September 30, 2017 because the exercise price of the options exceeded the average market price of our Class A common stock during the applicable periods.

 

4 -

Reinsurance

Atlantic States and Donegal Mutual have participated in a pooling agreement since 1986 under which they pool substantially all of their direct premiums written, and Atlantic States and Donegal Mutual then share the underwriting results of the pool in accordance with the terms of the pooling agreement. Atlantic States has an 80% share of the results of the pool, and Donegal Mutual has a 20% share of the results of the pool.

Our insurance subsidiaries and Donegal Mutual purchase certain third-party reinsurance on a combined basis. Le Mars, MICO, Peninsula and Sheboygan also separately purchase third-party reinsurance that provides that insurance subsidiary with reinsurance coverage that we believe is commensurate with its respective size and risk exposures. Our insurance subsidiaries use several different reinsurers, all of which have an A.M. Best rating of A- (Excellent) or better or, with respect to foreign reinsurers, have a financial condition that, in the opinion of our management, is equivalent to a company with at least an A- rating from A.M. Best. The following information describes the external reinsurance our insurance subsidiaries have in place for 2018:

 

   

excess of loss reinsurance, under which Donegal Mutual and our insurance subsidiaries recover, through a series of reinsurance agreements, losses over a set retention (generally $1.0 million), and

 

   

catastrophe reinsurance, under which Donegal Mutual and our insurance subsidiaries recover, through a series of reinsurance agreements, 100% of an accumulation of many losses resulting from a single event, including natural disasters, over a set retention (generally $5.0 million) and after exceeding an annual aggregate deductible (generally $5.0 million) up to aggregate losses of $170.0 million per occurrence.

Our insurance subsidiaries and Donegal Mutual also purchase facultative reinsurance to cover exposures in excess of the covered limits of their third-party reinsurance agreements.

In addition to the pooling agreement and third-party reinsurance, our insurance subsidiaries have various reinsurance agreements with Donegal Mutual.

Effective March 1, 2018, Donegal Mutual and certain of our insurance subsidiaries modified their third-party reinsurance coverage related to umbrella liability policies to increase the maximum loss retention of Donegal Mutual and our insurance subsidiaries from $250,000 to $1.0 million. Donegal Mutual and certain of our insurance subsidiaries also made various adjustments to the terms of their intercompany catastrophe reinsurance agreements effective January 1, 2018. We have made no other significant changes to our third-party reinsurance or the reinsurance agreements between our insurance subsidiaries and Donegal Mutual during the nine months ended September 30, 2018.

 

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5 -

Investments

The amortized cost and estimated fair values of our fixed maturities at September 30, 2018 were as follows:

 

     Amortized Cost      Gross Unrealized
Gains
     Gross Unrealized
Losses
     Estimated
Fair Value
 
     (in thousands)  

Held to Maturity

           

U.S. Treasury securities and obligations of U.S. government corporations and agencies

   $ 76,078      $ 5      $ 2,120      $ 73,963  

Obligations of states and political subdivisions

     156,055        6,890        1,721        161,224  

Corporate securities

     125,879        258        4,338        121,799  

Mortgage-backed securities

     42,221        —          1,033        41,188  
  

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 400,233      $ 7,153      $ 9,212      $ 398,174  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     Amortized Cost      Gross Unrealized
Gains
     Gross Unrealized
Losses
     Estimated
Fair Value
 
     (in thousands)  

Available for Sale

           

U.S. Treasury securities and obligations of U.S. government corporations and agencies

   $ 44,192      $ 4      $ 1,668      $ 42,528  

Obligations of states and political subdivisions

     81,704        1,696        726        82,674  

Corporate securities

     135,889        178        3,285        132,782  

Mortgage-backed securities

     276,973        37        9,967        267,043  
  

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 538,758      $ 1,915      $ 15,646      $ 525,027  
  

 

 

    

 

 

    

 

 

    

 

 

 

At September 30, 2018, our holdings of obligations of states and political subdivisions included general obligation bonds with an aggregate fair value of $163.4 million and an amortized cost of $159.7 million. Our holdings at September 30, 2018 also included special revenue bonds with an aggregate fair value of $80.5 million and an amortized cost of $78.1 million. With respect to both categories of those bonds at September 30, 2018, we held no securities of any issuer that comprised more than 10% of our holdings of either bond category. Education bonds and water and sewer utility bonds represented 54% and 27%, respectively, of our total investments in special revenue bonds based on the carrying values of these investments at September 30, 2018. Many of the issuers of the special revenue bonds we held at September 30, 2018 have the authority to impose ad valorem taxes. In that respect, many of the special revenue bonds we held at September 30, 2018 are similar to general obligation bonds.

The amortized cost and estimated fair values of our fixed maturities at December 31, 2017 were as follows:

 

     Amortized Cost      Gross Unrealized
Gains
     Gross Unrealized
Losses
     Estimated
Fair Value
 
     (in thousands)  

Held to Maturity

           

U.S. Treasury securities and obligations of U.S. government corporations and agencies

   $ 71,736      $ 804      $ 547      $ 71,993  

Obligations of states and political subdivisions

     137,581        11,162        112        148,631  

Corporate securities

     108,025        2,860        731        110,154  

Mortgage-backed securities

     49,313        516        157        49,672  
  

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 366,655      $ 15,342      $ 1,547      $ 380,450  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

10


Table of Contents
     Amortized Cost      Gross Unrealized
Gains
     Gross Unrealized
Losses
     Estimated
Fair Value
 
     (in thousands)  

Available for Sale

           

U.S. Treasury securities and obligations of U.S. government corporations and agencies

   $ 44,759      $ 20      $ 730      $ 44,049  

Obligations of states and political subdivisions

     128,478        3,942        303        132,117  

Corporate securities

     105,254        1,011        526        105,739  

Mortgage-backed securities

     259,923        445        3,327        257,041  
  

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 538,414      $ 5,418      $ 4,886      $ 538,946  
  

 

 

    

 

 

    

 

 

    

 

 

 

At December 31, 2017, our holdings of obligations of states and political subdivisions included general obligation bonds

with an aggregate fair value of $190.7 million and an amortized cost of $181.4 million. Our holdings at December 31, 2017 also included special revenue bonds with an aggregate fair value of $90.0 million and an amortized cost of $84.7 million. With respect to both categories of those bonds at December 31, 2017, we held no securities of any issuer that comprised more than 10% of that category. Education bonds and water and sewer utility bonds represented 53% and 26%, respectively, of our total investments in special revenue bonds based on their carrying values at December 31, 2017. Many of the issuers of the special revenue bonds we held at December 31, 2017 have the authority to impose ad valorem taxes. In that respect, many of the special revenue bonds we held are similar to general obligation bonds.

We made reclassifications from available for sale to held to maturity of certain fixed maturities at fair value on November 30, 2013. We segregated within accumulated other comprehensive loss the net unrealized losses of $15.1 million arising prior to the November 30, 2013 reclassifications. We are amortizing this balance over the remaining life of the related securities as an adjustment to yield in a manner consistent with the accretion of discount on the same fixed maturities. We recorded amortization of $912,229 and $909,044 in other comprehensive (loss) income during the nine months ended September 30, 2018 and 2017, respectively. At September 30, 2018 and December 31, 2017, net unrealized losses of $8.9 million and $9.8 million, respectively, remained within accumulated other comprehensive loss.

We show below the amortized cost and estimated fair value of our fixed maturities at September 30, 2018 by contractual maturity. Expected maturities may differ from contractual maturities because issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.

 

     Amortized Cost      Estimated
Fair Value
 
     (in thousands)  

Held to maturity

     

Due in one year or less

   $ 8,783      $ 8,768  

Due after one year through five years

     70,790        70,505  

Due after five years through ten years

     136,673        135,068  

Due after ten years

     141,766        142,645  

Mortgage-backed securities

     42,221        41,188  
  

 

 

    

 

 

 

Total held to maturity

   $ 400,233      $ 398,174  
  

 

 

    

 

 

 

Available for sale

     

Due in one year or less

   $ 39,265      $ 39,465  

Due after one year through five years

     86,468        85,156  

Due after five years through ten years

     116,791        114,026  

Due after ten years

     19,261        19,337  

Mortgage-backed securities

     276,973        267,043  
  

 

 

    

 

 

 

Total available for sale

   $ 538,758      $ 525,027  
  

 

 

    

 

 

 

 

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Table of Contents

The cost and estimated fair values of our equity securities at September 30, 2018 were as follows:

 

     Cost      Gross Gains      Gross Losses      Estimated
Fair Value
 
     (in thousands)  

Equity securities

   $ 49,416      $ 9,207      $ 650      $ 57,973  

The cost and estimated fair values of our equity securities at December 31, 2017 were as follows:

 

     Cost      Gross Gains      Gross Losses      Estimated
Fair Value
 
     (in thousands)  

Equity securities

   $ 44,219      $ 6,505      $ 279      $ 50,445  

Gross realized gains and losses from investments before applicable income taxes for the three and nine months ended September 30, 2018 and 2017 were as follows:

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2018     2017      2018      2017  
     (in thousands)      (in thousands)  

Gross realized gains:

          

Fixed maturities

   $ 5     $ 87      $ 16      $ 138  

Equity securities

     2,976       513        6,246        4,142  
  

 

 

   

 

 

    

 

 

    

 

 

 
     2,981       600        6,262        4,280  
  

 

 

   

 

 

    

 

 

    

 

 

 

Gross realized losses:

          

Fixed maturities

     25       39        70        69  

Equity securities

     (508     —          2,130        3  
  

 

 

   

 

 

    

 

 

    

 

 

 
     (483     39        2,200        72  
  

 

 

   

 

 

    

 

 

    

 

 

 

Net realized gains

   $ 3,464     $ 561      $ 4,062      $ 4,208  
  

 

 

   

 

 

    

 

 

    

 

 

 

We recognized $3.9 million of gains and $1.6 million of losses on equity securities held at September 30, 2018 in net realized investment gains for the nine months ended September 30, 2018.

We held fixed maturities with unrealized losses representing declines that we considered temporary at September 30, 2018 as follows:

 

     Less Than 12 Months      More Than 12 Months  
     Fair Value      Unrealized Losses      Fair Value      Unrealized Losses  
     (in thousands)  

U.S. Treasury securities and obligations of U.S. government corporations and agencies

   $ 65,701      $ 1,017      $ 48,064      $ 2,771  

Obligations of states and political subdivisions

     58,935        1,586        16,385        861  

Corporate securities

     179,587        5,150        39,074        2,473  

Mortgage-backed securities

     144,615        3,200        159,788        7,800  
  

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 448,838      $ 10,953      $ 263,311      $ 13,905  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

We held fixed maturities and equity securities with unrealized losses representing declines that we considered temporary at December 31, 2017 as follows:

 

     Less Than 12 Months      More Than 12 Months  
     Fair Value      Unrealized Losses      Fair Value      Unrealized Losses  
     (in thousands)  

U.S. Treasury securities and obligations of U.S. government corporations and agencies

   $ 24,024      $ 287      $ 33,987      $ 990  

Obligations of states and political subdivisions

     10,223        120        14,127        295  

Corporate securities

     35,204        253        31,561        1,004  

Mortgage-backed securities

     100,534        817        124,062        2,667  

Equity securities

     4,292        279        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 174,277      $ 1,756      $ 203,737      $ 4,956  
  

 

 

    

 

 

    

 

 

    

 

 

 

We make estimates concerning the valuation of our investments and the recognition of other-than-temporary declines in the value of our investments. For equity securities, we measure investments at fair value and, beginning January 1, 2018, we recognize changes in fair value in our results of operations. With respect to a debt security that is in an unrealized loss position, we first assess if we intend to sell the debt security. If we determine we intend to sell the debt security, we recognize the impairment loss in our results of operations. If we do not intend to sell the debt security, we determine whether it is more likely than not that we will be required to sell the debt security prior to recovery. If we determine it is more likely than not that we will be required to sell the debt security prior to recovery, we recognize the impairment loss in our results of operations. If we determine it is more likely than not that we will not be required to sell the debt security prior to recovery, we then evaluate whether a credit loss has occurred with respect to that security. We determine whether a credit loss has occurred by comparing the amortized cost of the debt security to the present value of the cash flows we expect to collect. If we expect a cash flow shortfall, we consider that a credit loss has occurred. If we determine that a credit loss has occurred, we consider the impairment to be other than temporary. We then recognize the amount of the impairment loss related to the credit loss in our results of operations, and we recognize the remaining portion of the impairment loss in our other comprehensive income, net of applicable taxes. In addition, we may write down securities in an unrealized loss position based on a number of other factors, including when the fair value of an investment is significantly below its cost, when the financial condition of the issuer of a security has deteriorated, the occurrence of industry, issuer or geographic events that have negatively impacted the value of a security and rating agency downgrades. We held 565 debt securities that were in an unrealized loss position at September 30, 2018. Based upon our analysis of general market conditions and underlying factors impacting these debt securities, we considered these declines in value to be temporary.

We amortize premiums and discounts on debt securities over the life of the security as an adjustment to yield using the effective interest method. We compute realized investment gains and losses using the specific identification method.

We amortize premiums and discounts on mortgage-backed debt securities using anticipated prepayments.

Our investment in affiliate represents our 48.2% ownership interest in DFSC. We account for our investment in DFSC using the equity method of accounting. Under this method, we record our investment at cost, with adjustments for our share of DFSC’s earnings and losses as well as changes in the equity of DFSC due to unrealized gains and losses. We include our share of DFSC’s net income in our results of operations. We have compiled the following summary financial information for DFSC at September 30, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018 and 2017, respectively, from the financial statements of DFSC. The financial information of DFSC at September 30, 2018 and 2017 and for the three and nine months then ended is unaudited.

 

     September 30,
2018
     December 31,
2017
 
     (in thousands)  

Balance sheets:

     

Total assets

   $ 543,086      $ 567,935  
  

 

 

    

 

 

 

Total liabilities

   $ 460,292      $ 487,604  

Stockholders’ equity

     82,794        80,331  
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 543,086      $ 567,935  
  

 

 

    

 

 

 

 

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Table of Contents
     Three Months Ended September 30,      Nine Months Ended September 30,  
     2018      2017      2018      2017  
     (in thousands)      (in thousands)  

Income statements:

           

Net income

   $ 1,519      $ 837      $ 4,464      $ 2,122  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

6 -

Segment Information

We evaluate the performance of our personal lines and commercial lines segments based upon the underwriting results of our insurance subsidiaries using statutory accounting principles (“SAP”) that various state insurance departments prescribe or permit. Our management uses SAP to measure the performance of our insurance subsidiaries instead of United States generally accepted accounting principles (“GAAP”). SAP financial measures are considered non-GAAP financial measures under applicable SEC rules because they include or exclude certain items that the most comparable GAAP financial measures do not ordinarily include or exclude.

Financial data by segment for the three and nine months ended September 30, 2018 and 2017 is as follows:

 

     Three Months Ended September 30,  
     2018      2017  
     (in thousands)  

Revenues:

     

Premiums earned:

     

Commercial lines

   $ 84,251      $ 80,724  

Personal lines

     103,410        96,560  
  

 

 

    

 

 

 

Premiums earned

     187,661        177,284  

Net investment income

     6,620        5,980  

Realized investment gains

     3,464        561  

Equity in earnings of DFSC

     733        404  

Other

     1,426        1,487  
  

 

 

    

 

 

 

Total revenues

   $ 199,904      $ 185,716  
  

 

 

    

 

 

 

Income before income tax expense:

     

Underwriting (loss) income:

     

Commercial lines

   $ 2,125      $ 8,998  

Personal lines

     (12,210      (8,919
  

 

 

    

 

 

 

SAP underwriting (loss) income

     (10,085      79  

GAAP adjustments

     332        644  
  

 

 

    

 

 

 

GAAP underwriting (loss) income

     (9,753      723  

Net investment income

     6,620        5,980  

Realized investment gains

     3,464        561  

Equity in earnings of DFSC

     733        404  

Other

     213        844  
  

 

 

    

 

 

 

Income before income tax expense

   $ 1,277      $ 8,512  
  

 

 

    

 

 

 

 

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     Nine Months Ended September 30,  
     2018      2017  
     (in thousands)  

Revenues:

     

Premiums earned:

     

Commercial lines

   $ 251,029      $ 236,437  

Personal lines

     304,111        285,018  
  

 

 

    

 

 

 

Premiums earned

     555,140        521,455  

Net investment income

     19,341        17,385  

Realized investment gains

     4,062        4,208  

Equity in earnings of DFSC

     2,153        1,023  

Other

     4,326        4,197  
  

 

 

    

 

 

 

Total revenues

   $ 585,022      $ 548,268  
  

 

 

    

 

 

 

(Loss) income before income tax (benefit) expense:

     

Underwriting (loss) income:

     

Commercial lines

   $ (17,935    $ 12,670  

Personal lines

     (42,358      (31,816
  

 

 

    

 

 

 

SAP underwriting loss

     (60,293      (19,146

GAAP adjustments

     5,106        6,423  
  

 

 

    

 

 

 

GAAP underwriting loss

     (55,187      (12,723

Net investment income

     19,341        17,385  

Realized investment gains

     4,062        4,208  

Equity in earnings of DFSC

     2,153        1,023  

Other

     1,040        1,947  
  

 

 

    

 

 

 

(Loss) income before income tax (benefit) expense

   $ (28,591    $ 11,840  
  

 

 

    

 

 

 

 

7 -

Borrowings

Lines of Credit

In July 2018, we renewed our existing credit agreement with Manufacturers and Traders Trust Company (“M&T”) relating to a $60.0 million unsecured revolving line of credit. The line of credit expires in July 2021. We have the right to request a one-year extension of the credit agreement as of each anniversary date of the credit agreement. At September 30, 2018, we had $25.0 million in outstanding borrowings from M&T and had the ability to borrow an additional $35.0 million at interest rates equal to M&T’s current prime rate or the then current LIBOR rate plus 2.25%. The interest rate on our outstanding borrowings from M&T is adjustable quarterly, and, at September 30, 2018, that interest rate was 4.51%. We pay a fee of 0.25% per annum on the loan commitment amount regardless of usage. The credit agreement requires our compliance with certain covenants. These covenants include minimum levels of our net worth, leverage ratio, statutory surplus and the A.M. Best ratings of our insurance subsidiaries. With the exception of a requirement that we maintain a minimum interest coverage ratio, we complied with all requirements of the credit agreement during the nine months ended September 30, 2018. M&T waived the minimum interest coverage ratio requirement at September 30, 2018 and December 31, 2018.

Atlantic States is a member of the FHLB of Pittsburgh. Through its membership, Atlantic States has the ability to issue debt to the FHLB of Pittsburgh in exchange for cash advances. Atlantic States had $35.0 million in outstanding advances at September 30, 2018. The interest rate on the advances was 2.32% at September 30, 2018. The table below presents the amount of FHLB of Pittsburgh stock Atlantic States purchased, collateral pledged and assets related to Atlantic States’ membership in the FHLB of Pittsburgh at September 30, 2018.

 

FHLB of Pittsburgh stock purchased and owned

   $ 1,631,800  

Collateral pledged, at par (carrying value $40,947,302)

     41,858,302  

Borrowing capacity currently available

     3,817,595  

 

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MICO is a member of the Federal Home Loan Bank (“FHLB”) of Indianapolis. During the second quarter of 2018, MICO terminated its line of credit with the FHLB of Indianapolis.

Subordinated Debentures

Donegal Mutual holds a $5.0 million surplus note that MICO issued to increase MICO’s statutory surplus. The surplus note carries an interest rate of 5.00%, and any repayment of principal or payment of interest on the surplus note requires prior approval of the Michigan Department of Insurance and Financial Services.

 

8 -

Share-Based Compensation

We measure all share-based payments to employees, including grants of stock options, and use a fair-value-based method for the recording of related compensation expense in our results of operations. In determining the expense we record for stock options granted to directors and employees of our subsidiaries and affiliates, we estimate the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The significant assumptions we utilize in applying the Black-Scholes option pricing model are the risk-free interest rate, the expected term, the dividend yield and the expected volatility.

We charged compensation expense related to our stock compensation plans against income before income taxes of $317,526 and $411,450 for the three months ended September 30, 2018 and 2017, respectively, with a corresponding income tax benefit of $66,680 and $144,008, respectively. We charged compensation expense related to our stock compensation plans against income before income taxes of $1.4 million and $1.6 million for the nine months ended September 30, 2018 and 2017, respectively, with a corresponding income tax benefit of $285,578 and $564,075, respectively. At September 30, 2018, we had $1.4 million of unrecognized compensation expense related to nonvested share-based compensation granted under our stock compensation plans that we expect to recognize over a weighted average period of approximately 1.4 years.

We received cash from option exercises under all stock compensation plans during the three months ended September 30, 2018 and 2017 of $217,112 and $765,127, respectively. We received cash from option exercises under all stock compensation plans during the nine months ended September 30, 2018 and 2017 of $695,762 and $2.9 million, respectively. We realized actual tax benefits for the tax deductions related to those option exercises of $2,516 and $42,411 for the three months ended September 30, 2018 and 2017, respectively. We realized actual tax benefits for the tax deductions related to those option exercises of $21,319 and $220,767 for the nine months ended September 30, 2018 and 2017, respectively.

 

9 -

Fair Value Measurements

We account for financial assets using a framework that establishes a hierarchy that ranks the quality and reliability of the inputs, or assumptions, we use in the determination of fair value, and we classify financial assets and liabilities carried at fair value in one of the following three categories:

Level 1 – quoted prices in active markets for identical assets and liabilities;

Level 2 – directly or indirectly observable inputs other than Level 1 quoted prices; and

Level 3 – unobservable inputs not corroborated by market data.

For investments that have quoted market prices in active markets, we use the quoted market price as fair value and include these investments in Level 1 of the fair value hierarchy. We classify publicly-traded equity securities as Level 1. When quoted market prices in active markets are not available, we base fair values on quoted market prices of comparable instruments or price estimates we obtain from independent pricing services and include these investments in Level 2 of the fair value hierarchy. We classify our fixed maturity investments as Level 2. Our fixed maturity investments consist of U.S. Treasury securities and obligations of U.S. government corporations and agencies, obligations of states and political subdivisions, corporate securities and mortgage-backed securities.

We present our investments in available-for-sale fixed maturity and equity securities at estimated fair value. The estimated fair value of a security may differ from the amount that could be realized if we sold the security in a forced transaction. In addition, the valuation of fixed maturity investments is more subjective when markets are less liquid, increasing the potential that the estimated fair value does not reflect the price at which an actual transaction would occur. We utilize nationally recognized independent pricing services to estimate fair values or obtain market quotations for substantially all of our fixed maturity and equity investments. These pricing services utilize market quotations for fixed maturity and equity

 

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securities that have quoted prices in active markets. For fixed maturity securities that generally do not trade on a daily basis, the pricing services prepare estimates of fair value measurements based predominantly on observable market inputs. The pricing services do not use broker quotes in determining the fair values of our investments. Our investment personnel review the estimates of fair value the pricing services provide to verify that the estimates we obtain from the pricing services are representative of fair values based upon our investment personnel’s general knowledge of the market, their research findings related to unusual fluctuations in value and their comparison of such values to execution prices for similar securities. Our investment personnel regularly monitor the market, current trading ranges for similar securities and the pricing of specific investments. Our investment personnel review all pricing estimates that we receive from the pricing services against their expectations with respect to pricing based on fair market curves, security ratings, interest rates, security types and recent trading activity. Our investment personnel periodically review documentation with respect to the pricing services’ pricing methodology that they obtain to determine if the primary pricing sources, market inputs and pricing frequency for various security types are reasonable. At September 30, 2018, we received two estimates per security from the pricing services, and we priced substantially all of our Level 1 and Level 2 investments using those prices. In our review of the estimates the pricing services provided at September 30, 2018, we did not identify any material discrepancies, and we did not make any adjustments to the estimates the pricing services provided.

We present our cash and short-term investments at estimated fair value. We classify these items as Level 1.

The carrying values we report in our balance sheet for premium receivables and reinsurance receivables and payables for premiums and paid losses and loss expenses approximate their fair values. The carrying amounts we report in our balance sheets for our subordinated debentures and borrowings under lines of credit approximate their fair values. We classify these items as Level 3.

We evaluate our assets and liabilities to determine the appropriate level at which to classify them for each reporting period.

 

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The following table presents our fair value measurements for our investments in available-for-sale fixed maturity and equity securities at September 30, 2018:

 

     Fair Value Measurements Using  
     Fair Value      Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
     Significant
Other
Observable
Inputs (Level 2)
     Significant
Unobservable
Inputs (Level 3)
 
            (in thousands)  

U.S. Treasury securities and obligations of U.S. government corporations and agencies

   $ 42,528      $ —        $ 42,528      $ —    

Obligations of states and political subdivisions

     82,674        —          82,674        —    

Corporate securities

     132,782        —          132,782        —    

Mortgage-backed securities

     267,043        —          267,043        —    

Equity securities

     42,228        42,228        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments in the fair value hierarchy

     567,255        42,228        525,027        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment measured at net asset value

     15,745        —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 583,000      $ 42,228      $ 525,027      $ —    
  

 

 

    

 

 

    

 

 

    

 

 

 

We did not transfer any investments between Levels 1 and 2 during the nine months ended September 30, 2018.

The following table presents our fair value measurements for our investments in available-for-sale fixed maturity and equity securities at December 31, 2017:

 

     Fair Value Measurements Using  
     Fair Value      Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
     Significant
Other
Observable
Inputs (Level 2)
     Significant
Unobservable
Inputs (Level 3)
 
            (in thousands)  

U.S. Treasury securities and obligations of U.S. government corporations and agencies

   $ 44,049      $ —        $ 44,049      $ —    

Obligations of states and political subdivisions

     132,117        —          132,117        —    

Corporate securities

     105,739        —          105,739        —    

Mortgage-backed securities

     257,041        —          257,041        —    

Equity securities

     36,736        36,736        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments in the fair value hierarchy

     575,682        36,736        538,946        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment measured at net asset value

     13,709        —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 589,391      $ 36,736      $ 538,946      $ —    
  

 

 

    

 

 

    

 

 

    

 

 

 

 

10 -

Income Taxes

At September 30, 2018 and December 31, 2017, respectively, we had no material unrecognized tax benefits or accrued interest and penalties. Tax years 2015 through 2018 remained open for examination at September 30, 2018. We provide a valuation allowance when we believe it is more likely than not that we will not realize some portion of our tax assets. We established a valuation allowance of $264,467 related to a portion of the net operating loss carryforward of Le Mars at January 1, 2004 and a valuation allowance of $77.1 million for our net state operating loss carryforward. We have determined that we are not required to establish a valuation allowance for our other deferred tax assets of $30.0 million and $23.1 million at September 30, 2018 and December 31, 2017, respectively, because it is more likely than not that we will realize these deferred tax assets through reversals of existing temporary differences, future taxable income and the implementation of tax planning strategies.

Our deferred tax assets include a net operating loss carryforward of $2.0 million related to Le Mars, which will begin to expire in 2020 if not previously utilized. This carryforward is subject to an annual limitation of approximately $376,000.

 

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11 -

Liability for Losses and Loss Expenses

The establishment of an appropriate liability for losses and loss expenses is an inherently uncertain process, and we can provide no assurance that our insurance subsidiaries’ ultimate liability for losses and loss expenses will not exceed their loss and loss expense reserves and have an adverse effect on our results of operations and financial condition. Furthermore, we cannot predict the timing, frequency and extent of adjustments to our insurance subsidiaries’ estimated future liabilities, because the historical conditions and events that serve as a basis for our insurance subsidiaries’ estimates of ultimate claim costs may change. As is the case for substantially all property and casualty insurance companies, our insurance subsidiaries have found it necessary in the past to increase their estimated future liabilities for losses and loss expenses in certain periods, and, in other periods, their estimated future liabilities for losses and loss expenses have exceeded their actual liabilities for losses and loss expenses. Changes in our insurance subsidiaries’ estimate of their liability for losses and loss expenses generally reflect actual payments and their evaluation of information received subsequent to the prior reporting period.

We summarize activity in our insurance subsidiaries’ liability for losses and loss expenses as follows:

 

     Nine Months Ended September 30,  
     2018      2017  
     (in thousands)  

Balance at January 1

   $ 676,672      $ 606,665  

Less reinsurance recoverable

     (293,271      (259,147
  

 

 

    

 

 

 

Net balance at January 1

     383,401        347,518  
  

 

 

    

 

 

 

Incurred related to:

     

Current year

     404,150        351,812  

Prior years

     28,913        5,014  
  

 

 

    

 

 

 

Total incurred

     433,063        356,826  
  

 

 

    

 

 

 

Paid related to:

     

Current year

     214,825        201,849  

Prior years

     140,806        133,587  
  

 

 

    

 

 

 

Total paid

     355,631        335,436  
  

 

 

    

 

 

 

Net balance at end of period

     460,833        368,908  

Plus reinsurance recoverable

     319,147        275,442  
  

 

 

    

 

 

 

Balance at end of period

   $ 779,980      $ 644,350  
  

 

 

    

 

 

 

Our insurance subsidiaries recognized an increase in their liability for losses and loss expenses of prior years of $28.9 million and $5.0 million for the nine months ended September 30, 2018 and 2017, respectively. Our insurance subsidiaries made no significant changes in their reserving philosophy or claims management personnel, and our insurance subsidiaries have made no significant offsetting changes in estimates that increased or decreased their loss and loss expense reserves in those periods. During the first quarter of 2018, our insurance subsidiaries received new information on previously-reported commercial automobile and personal automobile claims that led our insurance subsidiaries to conclude that their prior actuarial assumptions did not fully anticipate recent changes in severity and reporting trends. Our insurance subsidiaries have encountered increasing difficulties in projecting the ultimate severity of automobile losses over recent accident years, which our insurance subsidiaries attribute to worsening litigation trends and an increased delay in the reporting to our insurance subsidiaries of information with respect to the severity of claims. As a result, our insurance subsidiaries’ actuaries have increased their projections of the ultimate cost of our insurance subsidiaries’ prior-year commercial automobile and personal automobile losses, and our insurance subsidiaries added $13.0 million to their reserves for personal automobile and $19.1 million to their reserves for commercial automobile for accident years prior to 2018. Modest adverse development related to higher-than-expected severity in the homeowners and commercial multi-peril lines of business was offset by lower-than-expected severity in the workers’ compensation line of business in accident years prior to 2018. The 2018 development represented 7.5% of the December 31, 2017 net carried reserves. The majority of the 2018 development related to increases in the liability for losses and loss expenses of prior years for Atlantic States and Southern. The 2017 development represented 1.4% of the December 31, 2016 net carried reserves and resulted primarily from higher-than-expected severity in the commercial multi-peril and commercial automobile liability lines of business, offset by lower-than-expected severity in the workers’ compensation line of business, in accident years prior to 2017. The majority of the 2017 development related to increases in the liability for losses and loss expenses of prior years for Atlantic States and Peninsula.

 

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Short-duration contracts are contracts for which our insurance subsidiaries receive premiums that they recognize as revenue over the period of the contract in proportion to the amount of insurance protection our insurance subsidiaries provide. Our insurance subsidiaries consider the policies they issue to be short-duration contracts. We consider the material lines of business of our insurance subsidiaries to be personal automobile, homeowners, commercial automobile, commercial multi-peril and workers’ compensation.

Our insurance subsidiaries determine incurred but not reported (“IBNR”) reserves by subtracting the cumulative loss and loss expense amounts our insurance subsidiaries have paid and the case reserves our insurance subsidiaries have established at the balance sheet date from their actuaries’ estimate of the ultimate cost of losses and loss expenses. Accordingly, the IBNR reserves of our insurance subsidiaries include their actuaries’ projections of the cost of unreported claims as well as their actuaries’ projected development of case reserves on known claims and reopened claims. Our insurance subsidiaries’ methodology for estimating IBNR reserves has been in place for many years, and, other than the reserve strengthening actions we describe above, their actuaries made no significant changes to that methodology during the nine months ended September 30, 2018.

The actuaries for our insurance subsidiaries generally prepare an initial estimate for ultimate losses and loss expenses for the current accident year by multiplying earned premium by an expected loss ratio for each line of business our insurance subsidiaries write. Expected loss ratios represent the actuaries’ expectation of losses at the time our insurance subsidiaries price and write their policies and before the emergence of any actual claims experience. The actuaries determine an expected loss ratio by analyzing historical experience and adjusting for loss cost trends, loss frequency and severity trends, premium rate level changes, reported and paid loss emergence patterns and other known or observed factors.

The actuaries use a variety of actuarial methods to estimate the ultimate cost of losses and loss expenses. These methods include paid loss development, incurred loss development and the Bornhuetter-Ferguson method. The actuaries base their selection of a point estimate on a judgmental weighting of the estimates each of these methods produce.

The actuaries consider loss frequency and severity trends when they develop expected loss ratios and point estimates. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure of the average size of claims. Factors that affect loss frequency include changes in weather patterns and economic activity. Factors that affect loss severity include changes in policy limits, reinsurance retentions, inflation rates and judicial interpretations.

Our insurance subsidiaries create a claim file when they receive notice of an actual demand for payment, an event that may lead to a demand for payment or when they otherwise determine that a demand for payment could potentially lead to a future demand for payment on another coverage under the same policy or another policy they have issued. In recent years, our insurance subsidiaries have noted an increase in the period of time between the occurrence of a casualty loss event and the date at which they receive notice of a liability claim. Changes in the length of time between the loss occurrence date and the claim reporting date affect the actuaries’ ability to predict loss frequency accurately and the amount of IBNR reserves our insurance subsidiaries require.

Our insurance subsidiaries generally create a claim file for a policy at the claimant level by type of coverage and generally recognize one count for each claim event. In certain lines of business where it is common for multiple parties to claim damages arising from a single claim event, our insurance subsidiaries recognize one count for each claimant involved in the event. Atlantic States recognizes one count for each claim event, or claimant involved in a multiple-party claim event, related to losses Atlantic States assumes through its participation in its pooling agreement with Donegal Mutual. Our insurance subsidiaries accumulate the claim counts and report them by line of business.

 

12 -

Impact of New Accounting Standards

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued guidance that requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. While this guidance replaced most existing GAAP revenue recognition guidance, the scope of the guidance excludes insurance contracts. The new standard was effective on January 1, 2018. The standard permits the use of either the retrospective or the cumulative effect transition method. Because the accounting for insurance contracts is outside of the scope of this standard, the adoption of this guidance did not have a significant impact on our financial position, results of operations or cash flows.

 

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In January 2016, the FASB issued guidance that generally requires entities to measure equity investments at fair value and recognize changes in fair value in their results of operations. This guidance also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring entities to perform a qualitative assessment to identify impairment. The FASB issued other disclosure and presentation improvements related to financial instruments within the guidance. The guidance was effective for annual and interim reporting periods beginning after December 15, 2017. As a result of the adoption of this guidance on January 1, 2018, we transferred $4.9 million of net unrealized gains from accumulated other comprehensive income (“AOCI”) to retained earnings. We recognized $3.9 million of gains and $1.6 million of losses on equity securities held at September 30, 2018 in net realized investment gains for the nine months ended September 30, 2018.

In February 2016, the FASB issued guidance that requires lessees to recognize leases, including operating leases, on the lessee’s balance sheet, unless a lease is considered a short-term lease. This guidance also requires entities to make new judgments to identify leases. The guidance is effective for annual and interim reporting periods beginning after December 15, 2018 and permits early adoption. We are in the process of evaluating the impact of the adoption of this guidance on our financial position, results of operations and cash flows.

In June 2016, the FASB issued guidance that amends previous guidance on the impairment of financial instruments by adding an impairment model that requires an entity to recognize expected credit losses as an allowance rather than impairments as credit losses are incurred. The intent of this guidance is to reduce complexity and result in a more timely recognition of expected credit losses. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019. We are in the process of evaluating the impact of the adoption of this guidance on our financial position, results of operations and cash flows.

In January 2017, the FASB issued guidance that simplifies the measurement of goodwill by modifying the goodwill impairment test previous guidance required. The guidance requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize impairment for the amount by which the reporting unit’s carrying amount exceeds its fair value. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019 and permits early adoption. We do not expect the adoption of this guidance to have a significant impact on our financial position, results of operations or cash flows.

In February 2018, the FASB issued updated guidance that allows entities to reclassify the stranded tax effects in AOCI resulting from the Tax Cuts and Jobs Act of 2017 (the “TCJA”) from AOCI to retained earnings. Current guidance requires entities to report the effect of a change in tax laws or tax rates on deferred tax balances in income from continuing operations in the accounting period that includes the period of enactment, even if the entities originally charged or credited related income tax effects directly to AOCI. If an entity elects to reclassify the stranded tax effects, the guidance requires the reclassification to include the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, related to items in AOCI at the date of the enactment of TCJA. The guidance is effective for annual and interim reporting periods beginning after December 15, 2018 and permits early adoption. We adopted this guidance effective on the December 22, 2017 date of the enactment of the TCJA. The adoption of this guidance did not have a significant impact on our financial position, results of operations or cash flows.

In August 2018, the FASB issued guidance that modifies disclosure requirements related to fair value measurements. The guidance removes the requirements to disclose the amounts of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019 and permits early adoption. We do not expect the adoption of this guidance to have a significant impact on our financial position, results of operations or cash flows.

 

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Item 2.

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

We recommend that you read the following information in conjunction with the historical financial information and the footnotes to that financial information we include in this Quarterly Report on Form 10-Q. We also recommend you read Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2017.

Critical Accounting Policies and Estimates

We combine our financial statements with those of our insurance subsidiaries and present our financial statements on a consolidated basis in accordance with GAAP.

Our insurance subsidiaries make estimates and assumptions that can have a significant effect on amounts and disclosures we report in our financial statements. The most significant estimates relate to the reserves of our insurance subsidiaries for property and casualty insurance unpaid losses and loss expenses. While we believe our estimates and the estimates of our insurance subsidiaries are appropriate, the ultimate amounts of these liabilities may differ from the estimates we provided. We regularly review our methods for making these estimates and we reflect any adjustment we consider necessary in our current results of operations.

Liability for Unpaid Losses and Loss Expenses

Liabilities for losses and loss expenses are estimates at a given point in time of the amounts an insurer expects to pay with respect to incurred policyholder claims based on facts and circumstances the insurer knows at that point in time. At the time of establishing its estimates, an insurer recognizes that its ultimate liability for losses and loss expenses will exceed or be less than such estimates. Our insurance subsidiaries base their estimates of liabilities for losses and loss expenses on assumptions as to future loss trends, expected claims severity, judicial theories of liability and other factors. However, during the loss adjustment period, our insurance subsidiaries may learn additional facts regarding individual claims, and, consequently, it often becomes necessary for our insurance subsidiaries to refine and adjust their estimates for these liabilities. We reflect any adjustments to the liabilities for losses and loss expenses of our insurance subsidiaries in our consolidated results of operations in the period in which our insurance subsidiaries make adjustments to their estimates.

Our insurance subsidiaries maintain liabilities for the payment of losses and loss expenses with respect to both reported and unreported claims. Our insurance subsidiaries establish these liabilities for the purpose of covering the ultimate costs of settling all losses, including investigation and litigation costs. Our insurance subsidiaries base the amount of their 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 the policyholder incurred. Our insurance subsidiaries determine the amount of their liability for unreported claims and loss expenses on the basis of historical information by line of insurance. Our insurance subsidiaries account for inflation in the reserving function through analysis of costs and trends and reviews of historical reserving results. Our insurance subsidiaries monitor their liabilities closely and recompute them periodically using new information on reported claims and a variety of statistical techniques. Our insurance subsidiaries do not discount their liabilities for losses and loss expenses.

Reserve estimates can change over time because of unexpected changes in assumptions related to our insurance subsidiaries’ external environment and, to a lesser extent, assumptions related to our insurance subsidiaries’ internal operations. For example, our insurance subsidiaries have encountered difficulties in projecting the ultimate severity of automobile losses over recent accident years, which we attribute to worsening litigation trends and an increased delay in the reporting of information with respect to the severity of claims to our insurance subsidiaries. These trend changes give rise to greater uncertainty as to the pattern of future loss settlements on automobile claims. Assumptions related to our insurance subsidiaries’ external environment include the absence of significant changes in tort law and the legal environment that increase liability exposure, consistency 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 methodology, 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 our insurance subsidiaries determine that underlying factors impacting their assumptions have changed, our insurance subsidiaries make adjustments in their reserves that they consider appropriate for such changes. Accordingly, our insurance subsidiaries’ ultimate liability for unpaid losses and loss expenses will likely differ from the amount recorded at September 30, 2018. For every 1% change in our insurance subsidiaries’ estimate for loss and loss expense reserves, net of reinsurance recoverable, the effect on our pre-tax results of operations would be approximately $4.6 million.

 

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The establishment of appropriate liabilities is an inherently uncertain process and we can provide no assurance that our insurance subsidiaries’ ultimate liability will not exceed our insurance subsidiaries’ loss and loss expense reserves and have an adverse effect on our results of operations and financial condition. Furthermore, we cannot predict the timing, frequency and extent of adjustments to our insurance subsidiaries’ estimated future liabilities, because the historical conditions and events that serve as a basis for our insurance subsidiaries’ estimates of ultimate claim costs may change. As is the case for substantially all property and casualty insurance companies, our insurance subsidiaries have found it necessary in the past to increase their estimated future liabilities for losses and loss expenses in certain periods and, in other periods, their estimated future liabilities for losses and loss expenses have exceeded their actual liabilities for losses and loss expenses. Changes in our insurance subsidiaries’ estimates of their liability for losses and loss expenses generally reflect actual payments and their evaluation of information received subsequent to the prior reporting period.

Excluding the impact of severe weather events, our insurance subsidiaries have noted stable amounts in the number of claims incurred and a slight downward trend in the number of claims outstanding at period ends relative to their premium base in recent years across most of their lines of business. However, the amount of the average claim outstanding has increased over the past several years due to various factors such as rising medical loss costs and increased litigation trends. We have also experienced a general slowing of settlement rates in litigated claims. Our insurance subsidiaries could have to make further adjustments to their estimates in the future. However, on the basis of our insurance subsidiaries’ internal procedures, which analyze, among other things, their prior assumptions, their experience with similar cases and historical trends such as reserving patterns, loss payments, pending levels of unpaid claims and product mix, as well as court decisions, economic conditions and public attitudes, we believe that our insurance subsidiaries have made adequate provision for their liability for losses and loss expenses.

Atlantic States’ participation in the pool with Donegal Mutual exposes Atlantic States to adverse loss development on the business of Donegal Mutual that the pool includes. However, pooled business represents the predominant percentage of the net underwriting activity of both companies, and Donegal Mutual and Atlantic States share proportionately any adverse risk development relating to the pooled business. The business in the pool is homogeneous and each company has a pro-rata share of the entire pool. Since the predominant percentage of the business of Atlantic States and Donegal Mutual is pooled and the results shared by each company according to its participation level under the terms of the pooling agreement, the intent of the underwriting pool is to produce a more uniform and stable underwriting result from year to year for each company than either would experience individually and to spread the risk of loss between the companies.

Donegal Mutual and our insurance subsidiaries operate together as the Donegal Insurance Group and share a combined business plan designed to achieve market penetration and underwriting profitability objectives. The products our insurance subsidiaries and Donegal Mutual offer are generally complementary, thereby allowing Donegal Insurance Group to offer a broader range of products to a given market and to expand Donegal Insurance Group’s ability to service an entire personal lines or commercial lines account. Distinctions within the products of Donegal Mutual and our insurance subsidiaries generally relate to specific risk profiles targeted within similar classes of business, such as preferred tier products compared to standard tier products, but we do not allocate all of the standard risk gradients to one company. Therefore, the underwriting profitability of the business the individual companies write directly will vary. However, because the pool homogenizes the risk characteristics of the predominant percentage of the business Donegal Mutual and Atlantic States write directly and each company shares the underwriting results according to each company’s participation percentage, each company realizes its percentage share of the underwriting results of the pool.

 

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Our insurance subsidiaries’ unpaid liability for losses and loss expenses by major line of business at September 30, 2018 and December 31, 2017 consisted of the following:

 

     September 30,
2018
     December 31,
2017
 
     (in thousands)  

Commercial lines:

     

Automobile

   $ 99,404      $ 74,299  

Workers’ compensation

     111,500        103,318  

Commercial multi-peril

     86,719        71,011  

Other

     5,019        4,119  
  

 

 

    

 

 

 

Total commercial lines

     302,642        252,747  
  

 

 

    

 

 

 

Personal lines:

     

Automobile

     135,956        110,512  

Homeowners

     20,013        18,508  

Other

     2,222        1,634  
  

 

 

    

 

 

 

Total personal lines

     158,191        130,654  
  

 

 

    

 

 

 

Total commercial and personal lines

     460,833        383,401  

Plus reinsurance recoverable

     319,147        293,271  
  

 

 

    

 

 

 

Total liability for unpaid losses and loss expenses

   $ 779,980      $ 676,672  
  

 

 

    

 

 

 

We have evaluated the effect on our insurance subsidiaries’ unpaid loss and loss expense reserves and our stockholders’ equity in the event of reasonably likely changes in the variables we consider in establishing the loss and loss expense reserves of our insurance subsidiaries. We established the range of reasonably likely changes based on a review of changes in accident-year development by line of business and applied those changes to our insurance subsidiaries’ loss reserves as a whole. The range we selected does not necessarily indicate what could be the potential best or worst case or the most likely scenario. The following table sets forth the estimated effect on our insurance subsidiaries’ unpaid loss and loss expense reserves and our stockholders’ equity in the event of reasonably likely changes in the variables we considered in establishing the loss and loss expense reserves of our insurance subsidiaries:

 

Percentage Change in
Loss and Loss Expense

Reserves Net of

Reinsurance

  

Adjusted Loss and Loss
Expense Reserves Net
of Reinsurance at
September 30, 2018

  

Percentage Change in
Stockholders’ Equity at
September 30, 2018(1)

  

Adjusted Loss and Loss
Expense Reserves Net
of Reinsurance at
December 31, 2017

  

Percentage Change in
Stockholders’ Equity at
December 31, 2017(1)

(dollars in thousands)
  (10.0)%    $414,750        8.8%    $345,061        6.8%
(7.5)      426,271    6.6      354,646    5.1
(5.0)      437,791    4.4      364,231    3.4
(2.5)      449,312    2.2      373,816    1.7
Base      460,833    —        383,401    —  
2.5      472,354    (2.2)      392,986    (1.7)
5.0      483,875    (4.4)      402,571    (3.4)
7.5      495,395    (6.6)      412,156    (5.1)
10.0      506,916    (8.8)      421,741    (6.8)

 

(1)

Net of income tax effect.

Non-GAAP Information

We prepare our consolidated financial statements on the basis of GAAP. Our insurance subsidiaries also prepare financial statements based on statutory accounting principles state insurance regulators prescribe or permit (“SAP”). SAP financial measures are considered non-GAAP financial measures under applicable SEC rules because the SAP financial measures include or exclude certain items that the most comparable GAAP financial measures do not ordinarily include or exclude. Our calculation of non-GAAP financial measures may differ from similar measures other companies use, so investors should exercise caution when comparing our non-GAAP financial measures to the non-GAAP financial measures other companies use.

 

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Because our insurance subsidiaries do not prepare GAAP financial statements, we evaluate the performance of our personal lines and commercial lines segments utilizing SAP financial measures that reflect the growth trends and underwriting results of our insurance subsidiaries. The SAP financial measures we utilize are net premiums written and statutory combined ratio.

Net Premiums Written

We define net premiums written as the amount of full-term premiums our insurance subsidiaries record for policies effective within a given period less premiums our insurance subsidiaries cede to reinsurers. Net premiums earned is the most comparable GAAP financial measure to net premiums written. Net premiums earned represent the sum of the amount of net premiums written and the change in net unearned premiums during a given period. Our insurance subsidiaries earn premiums and recognize them as revenue over the terms of their policies, which are one year or less in duration. Therefore, increases or decreases in net premiums earned generally reflect increases or decreases in net premiums written in the preceding 12-month period compared to the comparable period one year earlier.

The following table provides a reconciliation of our net premiums earned to our net premiums written for the three and nine months ended September 30, 2018 and 2017:

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2018      2017      2018      2017  

Net premiums earned

   $ 187,662      $ 177,284      $ 555,140      $ 521,455  

Change in net unearned premiums

     (3,144      5,194        20,583        36,296  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net premiums written

   $ 184,518      $ 182,478      $ 575,723      $ 557,751  
  

 

 

    

 

 

    

 

 

    

 

 

 

Statutory Combined Ratio

The combined ratio is a standard measurement of underwriting profitability for an insurance company. The combined ratio does not reflect investment income, net realized investment gains or losses, federal income taxes or other non-operating income or expense. A combined ratio of less than 100% generally indicates underwriting profitability.

The statutory combined ratio is a non-GAAP financial measure that is based upon amounts determined under SAP. We calculate our statutory combined ratio as the sum of:

 

   

the statutory loss ratio, which is the ratio of calendar-year net incurred losses and loss expenses to net premiums earned;

 

   

the statutory expense ratio, which is the ratio of expenses incurred for net commissions, premium taxes and underwriting expenses to net premiums written; and

 

   

the statutory dividend ratio, which is the ratio of dividends to holders of workers’ compensation policies to net premiums earned.

The calculation of our statutory combined ratio differs from the calculation of our GAAP combined ratio. In calculating our GAAP combined ratio, we do not deduct installment payment fees from incurred expenses, and we base the expense ratio on net premiums earned instead of net premiums written. Differences between our GAAP loss ratio and our statutory loss ratio result from anticipating salvage and subrogation recoveries for our GAAP loss ratio but not for our statutory loss ratio.

 

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Combined Ratios

The following table presents comparative details with respect to our GAAP and statutory combined ratios for the three and nine months ended September 30, 2018 and 2017:

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2018     2017     2018     2017  

GAAP Combined Ratios (Total Lines)

        

Loss ratio (non-weather)

     63.7     54.2     68.5     58.2

Loss ratio (weather-related)

     11.3       10.3       9.5       10.2  

Expense ratio

     29.6       34.3       31.3       33.3  

Dividend ratio

     0.6       0.8       0.6       0.7  
  

 

 

   

 

 

   

 

 

   

 

 

 

Combined ratio

     105.2     99.6     109.9     102.4
  

 

 

   

 

 

   

 

 

   

 

 

 

Statutory Combined Ratios

        

Commercial lines:

        

Automobile

     114.6     116.6     133.7     110.5

Workers’ compensation

     83.6       67.6       86.6       78.5  

Commercial multi-peril

     96.0       86.7       101.2       96.6  

Total commercial lines

     97.5       86.9       104.8       91.8  

Personal lines:

        

Automobile

     115.8       103.8       114.5       105.8  

Homeowners

     110.3       117.0       112.0       115.2  

Total personal lines

     111.4       107.5       112.6       108.2  

Total commercial and personal lines

     105.2       98.2       109.0       100.8  

Results of Operations – Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017

Net Premiums Earned. Our insurance subsidiaries’ net premiums earned for the third quarter of 2018 were $187.7 million, an increase of $10.4 million, or 5.9%, compared to $177.3 million for the third quarter of 2017, reflecting increases in net premiums written during 2018 and 2017.

Net Premiums Written. Our insurance subsidiaries’ net premiums written for the three months ended September 30, 2018 were $184.5 million, an increase of $2.0 million, or 1.1%, from the $182.5 million of net premiums written for the third quarter of 2017. We attribute the increase primarily to the impact of premium rate increases and an increase in the writing of new accounts in commercial lines of business. Personal lines net premiums written decreased $3.2 million, or 3.0%, for the third quarter of 2018 compared to the third quarter of 2017. We attribute the decrease in personal lines primarily to net attrition as a result of underwriting measures our insurance subsidiaries have implemented to slow new policy growth and to increase pricing on renewal policies. Commercial lines net premiums written increased $5.2 million, or 6.8%, for the third quarter of 2018 compared to the third quarter of 2017. We attribute the increase in commercial lines primarily to premium rate increases throughout 2017 and 2018 and increased writings of new commercial accounts.

Investment Income. Our net investment income increased to $6.6 million for the third quarter of 2018, compared to $6.0 million for the third quarter of 2017. We attribute the increase primarily to an increase in average invested assets.

Net Realized Investment Gains. Net realized investment gains for the third quarter of 2018 were $3.5 million, compared to $561,429 for the third quarter of 2017. The net realized investment gains for the third quarter of 2018 resulted primarily from unrealized gains within our equity securities portfolio and a limited partnership that invests in equity securities. New accounting guidance we adopted on January 1, 2018 requires us to measure equity investments at fair value and recognize changes in fair value in our results of operations. The net realized investment gains for the third quarter of 2017 resulted primarily from strategic sales of equity securities within our investment portfolio and unrealized gains within a limited partnership that invests in equity securities. We did not recognize any impairment losses in our investment portfolio during the third quarters of 2018 or 2017.

 

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Equity in Earnings of DFSC. Our equity in the earnings of DFSC was $732,768 for the third quarter of 2018, compared to $403,647 for the third quarter of 2017. We attribute the increase in DFSC’s earnings primarily to higher net interest income related to loan portfolio growth that DFSC achieved during 2017.

Losses and Loss Expenses. Our insurance subsidiaries’ loss ratio, which is the ratio of incurred losses and loss expenses to premiums earned, for the third quarter of 2018 was 75.0%, an increase from our insurance subsidiaries’ loss ratio of 64.5% for the third quarter of 2017. On a statutory basis, our insurance subsidiaries’ commercial lines loss ratio was 67.5% for the third quarter of 2018, compared to 54.0% for the third quarter of 2017, primarily due to increases in the commercial automobile, commercial multiple-peril and workers’ compensation loss ratios. The personal lines statutory loss ratio of our insurance subsidiaries increased to 81.8% for the third quarter of 2018, compared to 73.7% for the third quarter of 2017. We attribute this increase primarily to an increase in the personal automobile loss ratio. Our insurance subsidiaries experienced adverse loss reserve development of approximately $2.7 million during the third quarter of 2018. Our insurance subsidiaries experienced favorable loss reserve development of approximately $3.4 million during the third quarter of 2017.

Underwriting Expenses. The expense ratio for an insurance company is the ratio of policy acquisition costs and other underwriting expenses to premiums earned. The expense ratio of our insurance subsidiaries was 29.6% for the third quarter of 2018, compared to 34.3% for the third quarter of 2017. We attribute the decrease to lower underwriting-based incentives for the third quarter of 2018 compared to the third quarter of 2017, as well as savings associated with the consolidation of certain operations of Peninsula in July 2018.

Combined Ratio. The combined ratio represents the sum of the loss ratio, the expense ratio and the dividend ratio, which is the ratio of policyholder dividends incurred to premiums earned. Our insurance subsidiaries’ combined ratios were 105.2% and 99.6% for the three months ended September 30, 2018 and 2017, respectively. We attribute the increase in the combined ratio to an increase in the loss ratio for the third quarter of 2018 compared to the third quarter of 2017.

Interest Expense. Our interest expense for the third quarter of 2018 was $651,768, compared to $466,262 for the third quarter of 2017. We attribute the increase to higher interest rates in effect for borrowings under our lines of credit during the third quarter of 2018 compared to the third quarter of 2017.

Income Taxes. We recorded income tax expense of $70,630 for the third quarter of 2018, which reflects our anticipation of an estimated carryback of our taxable loss in 2018 to prior tax years. Income tax expense was $1.4 million for the third quarter of 2017, representing an effective tax rate of 16.5%. The income tax expense and effective tax rate for the third quarter of 2017 represented an estimate based on our projected annual taxable income.

Net Income and Income Per Share. Our net income for the third quarter of 2018 was $1.2 million, or $.04 per share of Class A common stock on a diluted basis and $.04 per share of Class B common stock, compared to net income of $7.1 million, or $.26 per share of Class A common stock on a diluted basis and $.24 per share of Class B common stock, for the third quarter of 2017. We had 22.7 million and 21.8 million Class A shares outstanding at September 30, 2018 and 2017, respectively. We had 5.6 million Class B shares outstanding at the end of both periods.

Results of Operations – Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017

Net Premiums Earned. Our insurance subsidiaries’ net premiums earned for the first nine months of 2018 were $555.1 million, an increase of $33.6 million, or 6.5%, compared to $521.5 million for the first nine months of 2017, reflecting increases in net premiums written during 2018 and 2017.

Net Premiums Written. Our insurance subsidiaries’ net premiums written for the nine months ended September 30, 2018 were $575.7 million, an increase of $17.9 million, or 3.2%, from the $557.8 million of net premiums written for the first nine months of 2017. We attribute the increase primarily to the impact of premium rate increases and an increase in the writing of new accounts in commercial lines of business. Personal lines net premiums written increased $1.7 million, or 0.6%, for the first nine months of 2018 compared to the first nine months of 2017. We attribute the increase in personal lines primarily to premium rate increases our insurance subsidiaries implemented throughout 2017 and 2018, partially offset by net attrition as a result of underwriting measures our insurance subsidiaries have implemented to slow new policy growth and increased pricing on renewal policies. Commercial lines net premiums written increased $16.2 million, or 6.4%, for the first nine months of 2018 compared to the first nine months of 2017. We attribute the increase in commercial lines primarily to premium rate increases throughout 2017 and 2018 and increased writings of new commercial accounts.

 

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Investment Income. Our net investment income increased to $19.3 million for the first nine months of 2018, compared to $17.4 million for the first nine months of 2017. We attribute the increase primarily to an increase in average invested assets.

Net Realized Investment Gains. Net realized investment gains for the first nine months of 2018 were $4.1 million, compared to $4.2 million for the first nine months of 2017. The net realized investment gains for the first nine months of 2018 resulted primarily from net unrealized gains within our equity securities portfolio and a limited partnership that invests in equity securities. New accounting guidance we adopted on January 1, 2018 requires us to measure equity investments at fair value and recognize changes in fair value in our results of operations. The net realized investment gains for the first nine months of 2017 resulted primarily from strategic sales of equity securities within our investment portfolio and unrealized gains within a limited partnership that invests in equity securities. We did not recognize any impairment losses in our investment portfolio during the first nine months of 2018 or 2017.

Equity in Earnings of DFSC. Our equity in the earnings of DFSC was $2.2 million for the first nine months of 2018, compared to $1.0 million for the first nine months of 2017. We attribute the increase in DFSC’s earnings primarily to higher net interest income related to loan portfolio growth that DFSC achieved during 2017.

Losses and Loss Expenses. Our insurance subsidiaries’ loss ratio, which is the ratio of incurred losses and loss expenses to premiums earned, for the first nine months of 2018 was 78.0%, an increase from our insurance subsidiaries’ loss ratio of 68.4% for the first nine months of 2017. On a statutory basis, our insurance subsidiaries’ commercial lines loss ratio was 74.1% for the first nine months of 2018, compared to 60.4% for the first nine months of 2017, primarily due to increases in the commercial automobile, commercial multiple-peril and workers’ compensation loss ratios. The personal lines statutory loss ratio of our insurance subsidiaries increased to 81.8% for the first nine months of 2018, compared to 75.4% for the first nine months of 2017. We attribute this increase primarily to an increase in the personal automobile loss ratio. In the first nine months of 2018, our insurance subsidiaries added $13.0 million to their loss reserves for personal automobile and $19.1 million to their loss reserves for commercial automobile for accident years prior to 2018 based on new information they received during the first nine months of 2018. Our insurance subsidiaries experienced unfavorable loss reserve development of approximately $5.0 million during the first nine months of 2017.

Underwriting Expenses. The expense ratio for an insurance company is the ratio of policy acquisition costs and other underwriting expenses to premiums earned. The expense ratio of our insurance subsidiaries was 31.3% for the first nine months of 2018, compared to 33.3% for the first nine months of 2017. We attribute the decrease to lower underwriting-based incentives for the first nine months of 2018 compared to the first nine months of 2017, partially offset by a $1.9 million restructuring charge in the second quarter of 2018 for employee termination costs associated with the consolidation of certain operations and closing of the branch office of Peninsula. We expect to achieve annualized expense savings of approximately $3.7 million as a result of implementing the Peninsula consolidation.

Combined Ratio. The combined ratio represents the sum of the loss ratio, the expense ratio and the dividend ratio, which is the ratio of policyholder dividends incurred to premiums earned. Our insurance subsidiaries’ combined ratios were 109.9% and 102.4% for the nine months ended September 30, 2018 and 2017, respectively. We attribute the increase in the combined ratio to an increase in the loss ratio for the first nine months of 2018 compared to the first nine months of 2017.

Interest Expense. Our interest expense for the first nine months of 2018 was $1.7 million, compared to $1.2 million for the first nine months of 2017. We attribute the increase to higher interest rates in effect for borrowings under our lines of credit during the first nine months of 2018 compared to the first nine months of 2017.

Income Taxes. We recorded an income tax benefit of $10.8 million for the first nine months of 2018 based upon an estimated carryback of our taxable loss in 2018 to prior tax years. We recorded income tax expense of $1.9 million for the first nine months of 2017, representing an effective tax rate of 16.4% . The income tax expense and effective tax rate for the first nine months of 2017 represented an estimate based on our projected annual taxable income.

Net (Loss) Income and (Loss) Earnings Per Share. Our net loss for the first nine months of 2018 was $17.8 million, or    $.64 per share of Class A common stock and $.59 per share of Class B common stock, compared to net income of $9.9 million, or $.36 per share of Class A common stock on a diluted basis and $.33 per share of Class B common stock, for the first nine months of 2017. We had 22.7 million and 21.8 million Class A shares outstanding at September 30, 2018 and 2017, respectively. We had 5.6 million Class B shares outstanding at the end of both periods.

 

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Liquidity and Capital Resources

Liquidity is a measure of an entity’s ability to secure enough cash to meet its contractual obligations and operating needs as such obligations and needs arise. Our major sources of funds from operations are the net cash flows we generate from our insurance subsidiaries’ underwriting results, investment income and investment maturities.

Our operations have historically generated sufficient net positive cash flow to fund our commitments and add to our investment portfolio, thereby increasing future investment returns and enhancing our liquidity. The impact of the pooling agreement between Donegal Mutual and Atlantic States has historically been cash-flow positive because of the consistent underwriting profitability of the pool. Donegal Mutual and Atlantic States settle their respective obligations to each other under the pool monthly, thereby resulting in cash flows substantially similar to the cash flows that would result from each company writing the business directly. We have not experienced any unusual variations in the timing of claim payments associated with the loss reserves of our insurance subsidiaries. We maintain significant liquidity in our investment portfolio in the form of readily marketable fixed maturities, equity securities and short-term investments. We structure our fixed-maturity investment portfolio following a “laddering” approach, so that projected cash flows from investment income and principal maturities are evenly distributed from a timing perspective, thereby providing an additional measure of liquidity to meet our obligations should an unexpected variation occur in the future. Our operating activities provided net cash flows in the first nine months of 2018 and 2017 of $59.9 million and $62.7 million, respectively.

At September 30, 2018, we had $25.0 million in outstanding borrowings under our line of credit with M&T and had the ability to borrow an additional $35.0 million at interest rates equal to M&T’s current prime rate or the then current LIBOR rate plus 2.25%. The interest rate on these borrowings was 4.51% at September 30, 2018. At September 30, 2018, Atlantic States had $35.0 million in outstanding advances with the FHLB of Pittsburgh. The interest rate on these advances was 2.32% at September 30, 2018.

The following table shows our expected payments for significant contractual obligations at September 30, 2018:

 

     Total      Less than 1 year      1-3 years      4-5 years      After 5 years  
     (in thousands)  

Net liability for unpaid losses and loss expenses of our insurance subsidiaries

   $ 460,833      $ 213,966      $ 214,535      $ 16,560      $ 15,772  

Subordinated debentures

     5,000        —          —          —          5,000  

Borrowings under lines of credit

     60,000        35,000        25,000        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contractual obligations

   $ 525,833      $ 248,966      $ 239,535      $ 16,560      $ 20,772  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

We estimate the date of payment for the net liability for unpaid losses and loss expenses of our insurance subsidiaries based on historical experience and expectations of future payment patterns. We show the liability net of reinsurance recoverable on unpaid losses and loss expenses to reflect expected future cash flows related to such liability. Amounts Atlantic States assumes pursuant to the pooling agreement with Donegal Mutual represent a substantial portion of our insurance subsidiaries’ gross liability for unpaid losses and loss expenses, and amounts Atlantic States cedes pursuant to the pooling agreement represent a substantial portion of our insurance subsidiaries’ reinsurance recoverable on unpaid losses and loss expenses. We include cash settlement of Atlantic States’ assumed liability from the pool in monthly settlements of pooled activity, as we net amounts ceded to and assumed from the pool. Although Donegal Mutual and we do not anticipate any changes in the pool participation levels in the foreseeable future, any such change would be prospective in nature and therefore would not impact the timing of expected payments by Atlantic States for its percentage share of pooled losses occurring in periods prior to the effective date of such change.

We discuss in Note 7 – Borrowings our estimate of the timing of the amounts payable for the borrowings under our lines of credit based on their contractual maturities. The borrowings under our lines of credit carry interest rates that vary as we discuss in Note 7 – Borrowings. With the exception of a requirement that we maintain a minimum interest coverage ratio, we complied with all requirements of the credit agreement during the nine months ended September 30, 2018. M&T waived the minimum interest coverage ratio requirement at September 30, 2018. Based upon the interest rates in effect at September 30, 2018, our annual interest cost associated with the borrowings under our lines of credit is approximately $2.1 million. For every 1% change in the interest rate associated with the borrowings under our lines of credit, the effect on our annual interest cost would be approximately $600,000.

 

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We discuss in Note 7 – Borrowings our estimate of the timing of the amounts payable for the subordinated debentures based on their contractual maturity. The subordinated debentures carry an interest rate of 5%, and any repayment of principal or payment of interest on the subordinated debentures requires prior approval of the Michigan Department of Insurance and Financial Services. Our annual interest cost associated with the subordinated debentures is $250,000.

On July 18, 2013, our board of directors authorized a share repurchase program pursuant to which we have the authority to purchase up to 500,000 shares of our Class A common stock at prices prevailing from time to time in the open market subject to the provisions of applicable rules of the SEC and in privately negotiated transactions. We did not purchase any shares of our Class A common stock under this program during the nine months ended September 30, 2018 or 2017. We have purchased a total of 57,658 shares of our Class A common stock under this program from its inception through September 30, 2018.

On October 18, 2018, our board of directors declared quarterly cash dividends of 14.25 cents per share of our Class A common stock and 12.50 cents per share of our Class B common stock, payable on November 15, 2018 to our stockholders of record as of the close of business on November 1, 2018. We are not subject to any restrictions on our payment of dividends to our stockholders, although there are state law restrictions on the payment of dividends by our insurance subsidiaries to us. Dividends from our insurance subsidiaries are our principal source of cash for payment of dividends to our stockholders. Our insurance subsidiaries are subject to regulations that restrict the payment of dividends from statutory surplus and may require prior approval of their domiciliary insurance regulatory authorities. Our insurance subsidiaries are also subject to risk based capital (“RBC”) requirements that limit their ability to pay dividends to us. Our insurance subsidiaries’ statutory capital and surplus at December 31, 2017 exceeded the amount of statutory capital and surplus necessary to satisfy regulatory requirements, including the RBC requirements, by a significant margin. Our insurance subsidiaries paid $6.0 million in dividends to us during the first nine months of 2018. Amounts remaining available for distribution to us as dividends from our insurance subsidiaries without prior approval of their domiciliary insurance regulatory authorities in 2018 are $20.3 million from Atlantic States, $5.5 million from Southern, $2.3 million from Le Mars, $1.6 million from Peninsula, $0 from Sheboygan and $1.3 million from MICO, or a total of approximately $31.0 million.

At September 30, 2018, we had no material commitments for capital expenditures.

Equity Price Risk

Our portfolio of marketable equity securities, which we carry on our consolidated balance sheets at estimated fair value, has exposure to the risk of loss resulting from an adverse change in prices. We manage this risk by having our investment personnel perform an analysis of prospective investments and regular reviews of our portfolio of equity securities.

Credit Risk

Our portfolio of fixed-maturity securities and, to a lesser extent, our portfolio of short-term investments is subject to credit risk, which we define as the potential loss in market value resulting from adverse changes in the borrower’s ability to repay its debt. We manage this risk by having our investment personnel perform an analysis of prospective investments and regular reviews of our portfolio of fixed-maturity securities. We also limit the percentage and amount of our total investment portfolio that we invest in the securities of any one issuer.

Our insurance subsidiaries provide property and casualty insurance coverages through independent insurance agencies. We bill the majority of this business directly to the insured, although we bill a portion of our commercial business through licensed insurance agents to whom our insurance subsidiaries extend credit in the normal course of business.

Because the pooling agreement does not relieve Atlantic States of primary liability as the originating insurer, Atlantic States is subject to a concentration of credit risk arising from the business it cedes to Donegal Mutual. Our insurance subsidiaries maintain reinsurance agreements with Donegal Mutual and with a number of other major unaffiliated authorized reinsurers.

Impact of Inflation

We establish property and casualty insurance premium rates before we know the amount of unpaid losses and loss expenses or the extent to which inflation may impact such losses and expenses. Consequently, our insurance subsidiaries attempt, in establishing rates, to anticipate the potential impact of inflation.

 

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Our market risk generally represents the risk of gain or loss that may result from the potential change in the fair value of the securities we hold in our investment portfolio as a result of fluctuations in prices and interest rates and, to a lesser extent, our debt obligations. We manage our interest rate risk by maintaining an appropriate relationship between the average duration of our investment portfolio and the approximate duration of our liabilities, i.e., policy claims of our insurance subsidiaries and our debt obligations.

There have been no material changes to our quantitative or qualitative market risk exposure from December 31, 2017 through September 30, 2018.

 

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, at September 30, 2018, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information we are required to disclose in the reports that we file or submit under the Exchange Act, and our disclosure controls and procedures were also effective to ensure that information we disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to affect materially, our internal control over financial reporting.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

We base all statements contained in this Quarterly Report on Form 10-Q that are not historic facts on our current expectations. Such statements are forward-looking in nature (as defined in the Private Securities Litigation Reform Act of 1995) and necessarily involve risks and uncertainties. Forward-looking statements we make may be identified by our use of words such as “will,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “seeks,” “estimates” and similar expressions. Our actual results could vary materially from our forward-looking statements. The factors that could cause our actual results to vary materially from the forward-looking statements we have previously made include, but are not limited to, adverse and catastrophic weather events, our ability to maintain profitable operations, the adequacy of the loss and loss expense reserves of our insurance subsidiaries, business and economic conditions in the areas in which we and our insurance subsidiaries operate, interest rates, competition from various insurance and other financial businesses, terrorism, the availability and cost of reinsurance, legal and judicial developments, changes in regulatory requirements, our ability to integrate and manage successfully the companies we may acquire from time to time and the other risks that we describe from time to time in our filings with the SEC. We disclaim any obligation to update such statements or to announce publicly the results of any revisions that we may make to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

 

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Part II. Other Information

 

Item 1.

Legal Proceedings.

None.

 

Item 1A.

Risk Factors.

Our business, results of operations and financial condition, and, therefore, the value of our Class A common stock and our Class B common stock, are subject to a number of risks. For a description of certain risks, we refer to “Risk Factors” in our 2017 Annual Report on Form 10-K that we filed with the SEC on March 9, 2018. There have been no material changes in the risk factors we disclosed in that Form 10-K Report during the nine months ended September 30, 2018.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

 

Item 3.

Defaults upon Senior Securities.

None.

 

Item 4.

Removed and Reserved.

 

Item 5.

Other Information.

None.

 

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Item 6.

Exhibits.

 

Exhibit No.

  

Description

Exhibit 31.1    Certification of Chief Executive Officer
Exhibit 31.2    Certification of Chief Financial Officer
Exhibit 32.1    Statement of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 of Title 18 of the United States Code
Exhibit 32.2    Statement of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 of Title 18 of the United States Code
Exhibit 101.INS    XBRL Instance Document
Exhibit 101.SCH    XBRL Taxonomy Extension Schema Document
Exhibit 101.PRE    XBRL Taxonomy Presentation Linkbase Document
Exhibit 101.CAL    XBRL Taxonomy Calculation Linkbase Document
Exhibit 101.LAB    XBRL Taxonomy Label Linkbase Document
Exhibit 101.DEF    XBRL Taxonomy Extension Definition Linkbase Document

 

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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.

 

    DONEGAL GROUP INC.
November 9, 2018     By:   /s/ Kevin G. Burke
      Kevin G. Burke, President and Chief Executive Officer
November 9, 2018     By:   /s/ Jeffrey D. Miller
      Jeffrey D. Miller, Executive Vice President and Chief Financial Officer

 

 

34

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Section 2: EX-31.1 (EX-31.1)

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Kevin G. Burke, certify that:

1.  I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2018 of Donegal Group 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 15a-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 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.

 

Date:  

November 9, 2018

      /s/ Kevin G. Burke
       

Kevin G. Burke,

President and Chief Executive Officer

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Section 3: EX-31.2 (EX-31.2)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Jeffrey D. Miller, certify that:

1.  I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2018 of Donegal Group 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 15a-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 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.

 

Date:  

November 9, 2018

      /s/ Jeffrey D. Miller
       

Jeffrey D. Miller, Executive Vice President

and Chief Financial Officer

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Section 4: EX-32.1 (EX-32.1)

EX-32.1

EXHIBIT 32.1

Statement of President

Pursuant to Section 1350 of Title 18 of the United States Code

Pursuant to Section 1350 of Title 18 of the United States Code, I, Kevin G. Burke, the President and Chief Executive Officer of Donegal Group Inc. (the “Company”), hereby certify that, to the best of my knowledge:

1.  The Company’s Form 10-Q Quarterly Report for the period ended September 30, 2018 (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.

 

Date:  

November 9, 2018

      /s/ Kevin G. Burke
       

Kevin G. Burke,

President and Chief Executive Officer

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Section 5: EX-32.2 (EX-32.2)

EX-32.2

EXHIBIT 32.2

Statement of Chief Financial Officer

Pursuant to Section 1350 of Title 18 of the United States Code

Pursuant to Section 1350 of Title 18 of the United States Code, I, Jeffrey D. Miller, the Executive Vice President and Chief Financial Officer of Donegal Group Inc. (the “Company”), hereby certify that, to the best of my knowledge:

1.  The Company’s Form 10-Q Quarterly Report for the period ended September 30, 2018 (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.

 

Date:  

November 9, 2018

      /s/ Jeffrey D. Miller
       

Jeffrey D. Miller, Executive Vice President

and Chief Financial Officer

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