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Section 1: 8-K (FORM 8-K)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): April 29, 2019  

Donegal Group Inc.
(Exact Name of Registrant as Specified in Charter)

DE0-1534123-2424711
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

 

1195 RIVER RD, MARIETTA, PA 17547
(Address of Principal Executive Offices) (Zip Code)

717-426-1931
(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 [   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 [   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 [   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 [   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. [   ]

 
 

Item 2.02. Results of Operations and Financial Condition.

On April 29, 2019, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1. Press release dated April 29, 2019


SIGNATURE

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 hereunto duly authorized.

 Donegal Group Inc.
   
  
Date: April 29, 2019By: /s/ Jeffrey D. Miller        
  Jeffrey D. Miller
  Executive Vice President & Chief Financial Officer
  


EXHIBIT INDEX

 

Exhibit Number Description
  
99.1 Press Release dated April 29, 2019

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Section 2: EX-99.1 (PRESS RELEASE)

EdgarFiling

EXHIBIT 99.1

Donegal Group Inc. Announces First Quarter 2019 Results

MARIETTA, Pa., April 29, 2019 (GLOBE NEWSWIRE) -- Donegal Group Inc. (NASDAQ: DGICA and DGICB) today reported its financial results for the first quarter of 2019. We will host a conference call on Tuesday, April 30, 2019 at 11:00 A.M. Eastern Time to discuss these results. You may listen to the webcast of this conference call by accessing the event link at http://investors.donegalgroup.com.

Significant items include:

 Three Months Ended March 31,
  2019  2018  % Change
 (dollars in thousands, except per share amounts)
          
Income Statement Data         
Net premiums earned$188,073 $181,765  3.5% 
Investment income, net 7,049  6,378  10.5 
Net investment gains (losses) 18,097  (918) NM2 
Total revenues 214,714  189,328  13.4 
Net income (loss) 23,023  (18,178) NM 
Non-GAAP operating income (loss)1 7,302  (17,453) NM 
          
Per Share Data         
Net income (loss) – Class A (diluted)$0.82 $(0.66) NM 
Net income (loss) – Class B 0.75  (0.60) NM 
Non-GAAP operating income (loss) – Class A (diluted) 0.26  (0.63) NM 
Non-GAAP operating income (loss) – Class B 0.24  (0.57) NM 
Book value 15.10  15.08  0.1 
          
1The “Definitions of Non-GAAP and Operating Measures” section of this release defines and reconciles data that we prepare on an accounting basis other than U.S. generally accepted accounting principles (“GAAP”).
 
2Not meaningful.
      

Management Commentary

Kevin G. Burke, President and Chief Executive Officer of Donegal Group Inc., noted, “We achieved significant operating improvement in the first quarter of 2019, as well as net investment gains from our sale of Donegal Financial Services Corporation and a change in unrealized gains in the fair value of our equity securities. These factors led to a profitable quarter for Donegal Group.”

Mr. Burke continued, “Stronger performance within our commercial lines drove the improvement in our combined ratio. We continued to execute our strategic plan to shift our business mix to a higher proportion of commercial business where we see greater opportunity for long-term profitable growth. Net premiums written in our commercial business segment grew 12.7% for the first quarter of 2019 compared to the prior-year quarter, representing approximately 57% of our total net premiums written for the current period. While we partially attribute this growth to our previously announced reinsurance change to a consolidated group program for 2019, we attribute the majority of this increase to new accounts we have written across all of our operating regions. We are particularly pleased with the favorable underwriting results of our commercial multi-peril business, which grew at a double-digit percentage rate and generated a statutory combined ratio1 of 90.9% during the quarter. We continue to implement rate increases as our policies renew, while also working closely with our independent agents to grow their books of business with us.”

Mr. Burke continued, “Our results for the first quarter of 2019 also reflect the favorable impact of considerable improvement in our personal lines segment compared to the prior-year first quarter. We achieved a 97.8% statutory combined ratio for our total personal lines during the first quarter of 2019, and we remain committed to maintaining a balanced market presence, offering both commercial and personal insurance products in many of our markets. In February 2019, we began the non-renewal process to facilitate an orderly exit from personal lines markets in seven states where we had incurred consistent losses. We expect this process to reduce modestly our net premiums written for personal lines over the course of 2019, but we ultimately expect that our exit from the personal lines markets in those states will lead to improved profitability and less volatility for this operating segment.”

Jeffrey D. Miller, Executive Vice President and Chief Financial Officer of Donegal Group Inc., commented on the first quarter underwriting results, “The 65.5% loss ratio for the first quarter of 2019 represented solid improvement when compared to the 86.1% loss ratio for the first quarter of 2018. Weather-related losses for the first quarter of 2019 were primarily related to typical winter weather conditions, including a short period of freezing temperatures in January and a wind event in the Mid-Atlantic region in late February. However, the overall amount of weather-related losses for the first quarter of 2019 compared favorably to the amount of losses we incurred from the severe winter weather conditions our regions experienced in the first quarter of 2018 as well as our five-year average for first-quarter weather-related losses. We are pleased to report modest favorable reserve development in virtually all of our lines of business in the first quarter of 2019, which represented a significant positive shift compared to the prior-year period.”

Mr. Burke concluded, “Our first quarter of 2019 results have begun to reflect the positive impact of the underwriting initiatives we implemented in 2018, and we believe that Donegal Group is well positioned to execute its long-term strategic goals of improving our financial performance and enhancing our market position. In addition, we continue to invest in technology to further improve our operating efficiency over time. Our net income during the first quarter of 2019, as well as unrealized gains within our available-for-sale fixed-maturity portfolio during the first quarter, contributed to an increase in our book value to $15.10 at March 31, 2019, compared to $14.05 at December 31, 2018.”

Insurance Operations
Donegal Group is an insurance holding company whose insurance subsidiaries offer personal and commercial property and casualty lines of insurance in three Mid-Atlantic states (Delaware, Maryland and Pennsylvania), three New England states (Maine, New Hampshire and Vermont), six Southern states (Alabama, Georgia, North Carolina, South Carolina, Tennessee and Virginia) and eight Midwestern states (Illinois, Indiana, Iowa, Michigan, Nebraska, Ohio, South Dakota and Wisconsin). Donegal Mutual Insurance Company and the insurance subsidiaries of Donegal Group conduct business together as the Donegal Insurance Group.

 Three Months Ended March 31,
 2019 2018 % Change
         
 (dollars in thousands)
      
Net Premiums Earned     
Personal lines$96,592 $99,539 (3.0%) 
Commercial lines 91,481  82,226 11.3 
Total net premiums earned$188,073 $181,765 3.5% 
      
Net Premiums Written     
Personal lines:     
Automobile$56,026 $64,906 (13.7%) 
Homeowners 25,028  26,557 (5.8) 
Other 5,180  2,929 76.9 
Total personal lines 86,234  94,392 (8.6) 
Commercial lines:     
Automobile 34,302  30,246 13.4 
Workers' compensation 33,392  33,130 0.8 
Commercial multi-peril 37,840  32,185 17.6 
Other 8,147  5,303 53.6 
Total commercial lines 113,681  100,864 12.7 
Total net premiums written$199,915 $195,256 2.4% 
      
      

Net Premiums Written

The 2.4% increase in net premiums written for the first quarter of 2019 compared to the first quarter of 2018, as shown in the table above, represents 12.7% growth in commercial lines net premiums written, offset by an 8.6% decline in personal lines net premiums written. The $4.7 million growth in net premiums written for the first quarter of 2019 compared to the first quarter of 2018 included:

Donegal Mutual Insurance Company and our insurance subsidiaries implemented a combined third-party reinsurance program effective January 1, 2019. The coverage and parameters of the fully consolidated program are common to all insurance companies within the Donegal Insurance Group. While our insurance subsidiaries project an overall decrease of more than $25.0 million in total reinsurance premiums for 2019 compared to 2018, the ultimate net benefit or cost of the restructured reinsurance program is contingent upon the amount of large loss activity and the occurrence of catastrophe events that may ultimately impact our insurance subsidiaries during 2019.

Underwriting Performance

We evaluate the performance of our commercial lines and personal lines segments primarily based upon the underwriting results of our insurance subsidiaries as determined under statutory accounting practices. The following table presents comparative details with respect to the GAAP and statutory combined ratios1 for the three months ended March 31, 2019 and 2018:

 Three Months Ended
 March 31,
 2019
 2018
    
GAAP Combined Ratios (Total Lines)   
Loss ratio (non-weather)60.4% 78.6%
Loss ratio (weather-related)5.1  7.5 
Expense ratio32.6  32.5 
Dividend ratio1.2  0.7 
Combined ratio99.3% 119.3%
    
Statutory Combined Ratios   
Personal lines:   
Automobile101.3% 118.0%
Homeowners95.4  111.9 
Other70.3  121.1 
Total personal lines97.8  116.1 
Commercial lines:   
Automobile116.5  171.6 
Workers' compensation88.8  83.4 
Commercial multi-peril90.9  117.0 
Other65.2  26.4 
Total commercial lines96.4  119.8 
Total lines97.1% 117.6%
    
    

For the first quarter of 2019, the loss ratio decreased to 65.5%, compared to 86.1% for the first quarter of 2018. Weather-related losses of $9.7 million for the first quarter of 2019, or 5.1 percentage points of the loss ratio, decreased from $13.7 million for the first quarter of 2018, or 7.5 percentage points of the loss ratio. Weather-related loss activity for the first quarter of 2019 was lower than our five-year average of $11.8 million for first-quarter weather-related losses.

Large fire losses, which we define as individual fire losses in excess of $50,000, for the first quarter of 2019 were $6.6 million, or 3.5 percentage points of the loss ratio. That amount was lower than the large fire losses of $9.7 million, or 5.3 percentage points of the loss ratio, for the first quarter of 2018. A $2.4 million decrease in commercial property fire losses accounted for the majority of the decrease in large fire losses from the prior-year quarter.

Net development of reserves for losses incurred in prior accident years decreased the loss ratio for the first quarter of 2019 by 2.1 percentage points, compared to an increase of 14.7 percentage points for the first quarter of 2018. Our insurance subsidiaries experienced modest favorable development in virtually all lines of business in the first quarter of 2019. Conversely, in the first quarter of 2018, our insurance subsidiaries noted changes in loss trends that led to increased projections of the ultimate cost of prior-year commercial automobile and personal automobile losses. As a result, our insurance subsidiaries added $7.4 million to their reserves for personal automobile claims and $18.8 million to their reserves for commercial automobile claims in the first quarter of 2018.

The expense ratio was 32.6% for the first quarter of 2019, compared to 32.5% for the first quarter of 2018. The increase in the expense ratio reflected higher underwriting-based incentive costs for the first quarter of 2019.

Investment Operations
Donegal Group’s investment strategy is to generate an appropriate amount of after-tax income on its invested assets while minimizing credit risk through investment in high-quality securities. As a result, we had invested 91.4% of our consolidated investment portfolio in diversified, highly rated and marketable fixed-maturity securities at March 31, 2019.

 March 31, 2019 December 31, 2018
 Amount % Amount %
           
 (dollars in thousands)     
Fixed maturities, at carrying value:       
U.S. Treasury securities and obligations of U.S.       
government corporations and agencies$109,196  10.4% $120,432  11.7%
Obligations of states and political subdivisions 229,812  21.9   234,508  22.8 
Corporate securities 273,075  26.1   264,843  25.7 
Mortgage-backed securities 345,371  33.0   309,574  30.0 
Total fixed maturities 957,454  91.4   929,357  90.2 
Equity securities, at fair value 49,422  4.7   43,667  4.2 
Investments in affiliates -  0.0   41,026  4.0 
Short-term investments, at cost 40,838  3.9   16,749  1.6 
Total investments$1,047,714  100.0% $1,030,799  100.0%
        
Average investment yield 2.7%    2.6%  
Average tax-equivalent investment yield 2.8%    2.8%  
Average fixed-maturity duration (years) 4.1     4.4   
        
        

Net investment income of $7.0 million for the first quarter of 2019 increased 10.5% compared to $6.4 million in net investment income for the first quarter of 2018. The increase in net investment income reflected primarily an increase in average invested assets relative to the prior-year first quarter.

Net investment gains of $18.1 million for the first quarter of 2019 included $12.7 million from the previously announced sale of Donegal Financial Services Corporation and $6.0 million related to unrealized gains in the fair value of equity securities held at March 31, 2019. That amount compared to net investment losses of $918,339 for the first quarter of 2018 that primarily consisted of unrealized losses in the fair value of equity securities we held at March 31, 2018.

Definitions of Non-GAAP and Operating Measures
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”). In addition to using GAAP-based performance measurements, we also utilize certain non-GAAP financial measures that we believe provide value in managing our business and for comparison to the financial results of our peers. These non-GAAP measures are net premiums written, operating income or loss and statutory combined ratio.

Net premiums written and operating income or loss are non-GAAP financial measures investors in insurance companies commonly use. 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. We define operating income or loss as net income or loss excluding after-tax net investment gains or losses, after-tax restructuring charges and other significant non-recurring items. Because our calculation of operating income or loss may differ from similar measures other companies use, investors should exercise caution when comparing our measure of operating income or loss to the measure of other companies.

The following table provides a reconciliation of net premiums earned to net premiums written for the periods indicated:

 Three Months Ended March 31,
 
2019
 2018 % Change
         
 (dollars in thousands)
      
Reconciliation of Net Premiums     
Earned to Net Premiums Written     
Net premiums earned$188,073 $181,765 3.5% 
Change in net unearned premiums 11,842  13,491 (12.2) 
Net premiums written$199,915 $195,256 2.4% 
      
      

The following table provides a reconciliation of net income (loss) to operating income (loss) for the periods indicated:

 Three Months Ended March 31,
 
2019
 2018 % Change
          
 (dollars in thousands, except per share amounts)
      
Reconciliation of Net Income (Loss)     
to Non-GAAP Operating Income (Loss)     
Net income (loss)$23,023  $(18,178) NM
Investment (gains) losses (after tax) (15,721)  725  NM
Non-GAAP operating income (loss)$7,302  $(17,453) NM
      
Per Share Reconciliation of Net Income (Loss)     
to Non-GAAP Operating Income (Loss)      
Net income (loss) – Class A (diluted)$  0.82  $  (0.66) NM
Investment (gains) losses (after tax)   (0.56)    0.03  NM
Non-GAAP operating income (loss) – Class A$  0.26  $  (0.63) NM
      
Net income (loss)  – Class B$  0.75  $  (0.60) NM
Investment (gains) losses (after tax)   (0.51)    0.03  NM
Non-GAAP operating income (loss) – Class B$  0.24  $  (0.57) NM
      
      

The statutory combined ratio is a non-GAAP standard measurement of underwriting profitability that is based upon amounts determined under SAP. The statutory combined ratio is the sum of:

The statutory combined ratio does not reflect investment income, federal income taxes or other non-operating income or expense. A statutory combined ratio of less than 100% generally indicates underwriting profitability.

Conference Call and Webcast

We will hold a conference call and webcast on Tuesday, April 30, 2019, beginning at 11:00 A.M. Eastern Time. You may listen via the Internet by accessing the webcast link on our website at http://investors.donegalgroup.com. A replay of the conference call will also be available via our website.

About Donegal Group Inc.

Donegal Group is an insurance holding company. The insurance subsidiaries of Donegal Group and Donegal Mutual Insurance Company conduct business together as the Donegal Insurance Group. Our Class A common stock and Class B common stock trade on the NASDAQ Global Select Market under the symbols DGICA and DGICB, respectively. We are focused on several primary strategies, including improving our financial performance, utilizing technology to improve our operational efficiency, strategically modernizing our business in order to achieve operational excellence and enhancing our market position to compete effectively.

Safe Harbor

We base all statements contained in this release that are not historic facts on our current expectations. These statements are forward-looking in nature (as defined in the Private Securities Litigation Reform Act of 1995) and involve a number of risks and uncertainties. Actual results could vary materially. Factors that could cause actual results to vary materially include: 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 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 insurance companies we may acquire from time to time and other risks we describe from time to time in the periodic reports we file with the Securities and Exchange Commission. You should not place undue reliance on any such forward-looking statements. 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.

For Further Information:
Jeffrey D. Miller, Executive Vice President & Chief Financial Officer
Phone: (717) 426-1931
E-mail: [email protected] 

 
 
Donegal Group Inc.
Consolidated Statements of Income
(unaudited; in thousands, except share data)
     
  Quarter Ended March 31,
  2019 2018
        
Net premiums earned$188,073 $181,765 
Investment income, net of expenses 7,049  6,378 
Net investment gains (losses) 18,097  (918)
Lease income 111  123 
Installment payment fees 1,089  1,348 
Equity in earnings of DFSC 295  632 
 Total revenues 214,714  189,328 
        
Net losses and loss expenses 123,111  156,583 
Amortization of deferred acquisition costs 30,592  29,665 
Other underwriting expenses 30,685  29,323 
Policyholder dividends 2,350  1,302 
Interest 565  464 
Other expenses, net 566  526 
 Total expenses 187,869  217,863 
        
Income (loss) before income tax expense (benefit) 26,845  (28,535)
Income tax expense (benefit) 3,822  (10,357)
        
Net income (loss)$23,023 $(18,178)
        
Net income (loss) per common share:      
 Class A - basic and diluted$0.83 $(0.10)
 Class B - basic and diluted$0.75 $(0.60)
        
Supplementary Financial Analysts' Data      
        
Weighted-average number of shares      
 outstanding:      
 Class A - basic 22,849,717  22,615,445 
 Class A - diluted 22,921,267  23,391,593 
 Class B - basic and diluted 5,576,775  5,576,775 
        
Net premiums written$199,915 $195,256 
        
Book value per common share      
 at end of period$15.10 $15.08 
        


Donegal Group Inc.
Consolidated Balance Sheets
(in thousands)
      
   March 31, December 31,
    2019   2018 
   (unaudited)  
      
ASSETS
Investments:   
 Fixed maturities:   
  Held to maturity, at amortized cost$407,433  $402,799 
  Available for sale, at fair value 550,022   526,558 
 Equity securities, at fair value 49,422   43,667 
 Investments in affiliates -   41,026 
 Short-term investments, at cost 40,838   16,749 
  Total investments 1,047,715   1,030,799 
Cash  44,608   52,594 
Premiums receivable 171,516   156,702 
Reinsurance receivable 350,705   343,369 
Deferred policy acquisition costs 62,347   60,615 
Prepaid reinsurance premiums 140,712   135,380 
Other assets 47,416   52,619 
  Total assets$1,865,019  $1,832,078 
      
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:    
 Losses and loss expenses$836,520  $814,665 
 Unearned premiums 523,703   506,529 
 Accrued expenses 21,499   25,442 
 Borrowings under lines of credit 35,000   60,000 
 Subordinated debentures 5,000   5,000 
 Other liabilities 14,094   21,572 
  Total liabilities 1,435,816   1,433,208 
Stockholders' equity:   
 Class A common stock 259   258 
 Class B common stock 56   56 
 Additional paid-in capital 262,249   261,259 
 Accumulated other comprehensive loss (7,760)  (14,228)
 Retained earnings 215,625   192,751 
 Treasury stock (41,226)  (41,226)
  Total stockholders' equity 429,203   398,870 
  Total liabilities and stockholders' equity$1,865,019  $1,832,078 
      

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