DONEGAL GROUP INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
September 30, 2023
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
Commission file number
0-15341
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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(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):
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Large accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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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 ☒
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbols
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Name of Each Exchange on Which Registered
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
27,668,853
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 November 1, 2023.
DONEGAL GROUP INC.
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Page
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PART I
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FINANCIAL INFORMATION
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Item 1.
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1
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Item 2.
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23
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Item 3.
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33
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Item 4.
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33
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PART II
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OTHER INFORMATION
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Item 1.
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34
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Item 1A.
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34
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Item 2.
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35
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Item 3.
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35
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Item 4.
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35
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Item 5.
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35
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Item 6.
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36
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37
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PART I. FINANCIAL INFORMATION
| Item 1. |
Financial Statements
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Donegal Group Inc. and Subsidiaries
Consolidated
Balance Sheets
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September 30,
2023
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December 31,
2022
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|||||||
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(Unaudited)
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||||||||
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Assets
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||||||||
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Investments
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||||||||
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Fixed maturities
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||||||||
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Held to maturity, at amortized cost (net of allowance for expected credit losses of $
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$
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$
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||||
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Available for sale, at fair value
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||||||
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Equity securities, at fair value
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||||||
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Short-term investments, at cost, which approximates fair value
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Total investments
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||||||
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Cash
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||||||
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Accrued investment income
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||||||
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Premiums receivable
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Reinsurance receivable (net of allowance for expected credit losses of $
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||||||
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Deferred policy acquisition costs
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||||||
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Deferred tax asset, net
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Prepaid reinsurance premiums
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Property and equipment, net
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Accounts receivable - securities
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||||||
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Federal income taxes recoverable
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Goodwill
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||||||
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Other intangible assets
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Other
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Total assets
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$
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$
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||||
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Liabilities and Stockholders’ Equity
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||||||||
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Liabilities
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||||||||
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Losses and loss expenses
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$
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$
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||||
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Unearned premiums
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||||||
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Accrued expenses
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||||||
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Reinsurance balances payable
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||||||
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Borrowings under lines of credit
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||||||
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Cash dividends declared to stockholders
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||||||
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Due to
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||||||
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Other
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||||||
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Total liabilities
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||||||
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Stockholders’ Equity
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||||||||
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Preferred stock, $
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||||||
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Class A common stock, $
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||||||
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Class B common stock, $
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||||||
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Additional paid-in capital
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||||||
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Accumulated other comprehensive loss
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(
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)
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(
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)
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||||
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Retained earnings
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||||||
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Treasury stock, at cost
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(
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)
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(
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)
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||||
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Total stockholders’ equity
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||||||
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Total liabilities and stockholders’ equity
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$
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$
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||||
See accompanying notes to consolidated financial statements.
Donegal Group Inc. and Subsidiaries
Consolidated
Statements of Loss
(Unaudited)
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Three Months Ended September 30,
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||||||||
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2023
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2022
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|||||||
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Revenues:
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||||||||
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Net premiums earned
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$
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$
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||||
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Investment income, net of investment expenses
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||||||
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Net investment losses (includes ($
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(
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)
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(
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)
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Lease income
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||||||
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Installment payment fees
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Total revenues
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||||||
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Expenses:
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||||||||
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Net losses and loss expenses
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Amortization of deferred policy acquisition costs
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Other underwriting expenses
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Policyholder dividends
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Interest
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Other expenses, net
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Total expenses
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||||||
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Loss before income tax benefit
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(
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)
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(
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)
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||||
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Income tax benefit (includes ($
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(
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)
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(
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)
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Net loss
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$
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(
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)
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$
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(
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)
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||
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Net loss per share:
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||||||||
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Class A common stock - basic and diluted
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$
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(
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)
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$
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(
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)
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||
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Class B common stock - basic and diluted
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$
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(
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)
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$
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(
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)
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||
Donegal Group Inc. and Subsidiaries
Consolidated Statements of Comprehensive Loss
(Unaudited)
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Three Months Ended September 30,
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||||||||
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2023
|
2022
|
|||||||
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Net loss
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$
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(
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)
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$
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(
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)
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||
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Other comprehensive loss, net of tax
|
||||||||
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Unrealized loss on securities:
|
||||||||
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Unrealized holding loss during the period, net of income tax benefit of $
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(
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)
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(
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)
|
||||
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Reclassification adjustment for losses (gains) included in net loss, net of income tax (benefit) expense of ($
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(
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)
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||||
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Other comprehensive loss
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(
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)
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(
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)
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||||
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Comprehensive loss
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$
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(
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)
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$
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(
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)
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||
See accompanying notes to consolidated financial statements.
Donegal Group Inc. and Subsidiaries
Consolidated Statements of Income (Loss)
(Unaudited)
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Nine Months Ended September 30,
|
||||||||
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2023
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2022
|
|||||||
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Revenues:
|
||||||||
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Net premiums earned
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$
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$
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|
||||
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Investment income, net of investment expenses
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|
||||||
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Net investment gains (losses) (includes ($
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(
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)
|
|||||
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Lease income
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|
||||||
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Installment payment fees
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|
||||||
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Total revenues
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|
||||||
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Expenses:
|
||||||||
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Net losses and loss expenses
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|
||||||
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Amortization of deferred policy acquisition costs
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|
||||||
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Other underwriting expenses
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|
||||||
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Policyholder dividends
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|
||||||
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Interest
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|
||||||
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Other expenses, net
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|
||||||
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Total expenses
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||||||
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Income (loss) before income tax expense (benefit)
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(
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)
|
|||||
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Income tax expense (benefit) (includes ($
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(
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)
|
|||||
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Net income (loss)
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$
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$
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(
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)
|
|||
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Net income (loss) per share:
|
||||||||
| Class A common stock - basic and diluted | $ |
|
$ |
(
|
) | |||
|
Class B common stock - basic and diluted
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$
|
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$
|
(
|
)
|
|||
Donegal Group Inc. and Subsidiaries
Consolidated Statements of Comprehensive Loss
(Unaudited)
|
Nine Months Ended September 30,
|
||||||||
|
2023
|
2022
|
|||||||
|
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
|
Other comprehensive loss, net of tax
|
||||||||
|
Unrealized loss on securities:
|
||||||||
|
Unrealized holding loss during the period, net of income tax benefit of $
|
(
|
)
|
(
|
)
|
||||
|
Reclassification adjustment for losses (gains) included in net income (loss), net of income tax (benefit) expense of ($
|
|
(
|
)
|
|||||
|
Other comprehensive loss
|
(
|
)
|
(
|
)
|
||||
|
Comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
See accompanying notes to consolidated financial statements.
Donegal Group Inc. and Subsidiaries
Consolidated Statement of Stockholders’ Equity
(Unaudited)
Nine Months Ended
September 30, 2023
|
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, 2022
|
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||||||||
|
Issuance of common stock
(stock compensation plans)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|
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|
|||||||||||||||||||||||||||
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Net income
|
—
|
—
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Cash dividends declared
|
—
|
—
|
|
|
|
|
(
|
)
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|
(
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)
|
|||||||||||||||||||||||||
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Grant of stock options
|
—
|
—
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|
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|
|
(
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)
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|
||||||||||||||||||||||||||
|
Cumulative effect of adoption of
updated guidance for credit
losses at January 1, 2023
|
|
|
|
|
|
|
(
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) |
|
(
|
) | |||||||||||||||||||||||||
|
Other comprehensive income
|
—
|
—
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Balance, March 31, 2023
|
|
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$
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|
$
|
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$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||||||||
|
Issuance of common stock
(stock compensation plans)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Net income
|
—
|
—
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Cash dividends declared
|
—
|
—
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Grant of stock options
|
—
|
—
|
|
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||||
|
Other comprehensive loss
|
—
|
—
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Balance, June 30, 2023
|
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||||||||
|
Issuance of common stock
(stock compensation plans)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Net loss
|
—
|
—
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Cash dividends declared
|
—
|
—
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Grant of stock options
|
—
|
—
|
|
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||||
|
Reclassification of held to maturity transfer
|
— | — |
|
|
|
|
(
|
) |
|
|
||||||||||||||||||||||||||
|
Other comprehensive loss
|
—
|
—
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Balance, September 30, 2023
|
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||||||||
See accompanying notes to consolidated financial statements.
Donegal Group Inc. and Subsidiaries
Consolidated Statement of Stockholders’ Equity
(Unaudited)
Nine Months Ended
September 30, 2022
|
Class A
Shares
|
Class B
Shares
|
Class A
Amount
|
Class B
Amount
|
Additional
Paid-In Capital
|
Accumulated
Other
Comprehensive
Income
(Loss) |
Retained
Earnings
|
Treasury
Stock
|
Total
Stockholders’
Equity
|
||||||||||||||||||||||||||||
|
Balance, December 31, 2021
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||||||
|
Issuance of common stock
(stock compensation plans)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Net income
|
—
|
—
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Cash dividends declared
|
—
|
—
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Grant of stock options
|
—
|
—
|
|
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||||
|
Other comprehensive loss
|
—
|
—
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Balance, March 31, 2022
|
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||||||||
|
Issuance of common stock
(stock compensation plans)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Net loss
|
—
|
—
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Cash dividends declared
|
—
|
—
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Grant of stock options
|
—
|
—
|
|
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||||
|
Other comprehensive loss
|
—
|
—
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Balance, June 30, 2022
|
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||||||||
|
Issuance of common stock
(stock compensation plans)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Net loss
|
—
|
—
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Cash dividends declared
|
—
|
—
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Grant of stock options
|
—
|
—
|
|
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||||
|
Other comprehensive loss
|
—
|
—
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Balance, September 30, 2022
|
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||||||||
See accompanying notes to consolidated financial statements.
Donegal Group Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
|
Nine Months Ended September 30,
|
||||||||
|
2023
|
2022
|
|||||||
|
Cash Flows from Operating Activities:
|
||||||||
|
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||
|
Depreciation, amortization and other non-cash items
|
|
|
||||||
|
Net investment (gains) losses
|
(
|
)
|
|
|||||
|
Changes in assets and liabilities:
|
||||||||
|
Losses and loss expenses
|
(
|
)
|
|
|||||
|
Unearned premiums
|
|
|
||||||
|
Premiums receivable
|
(
|
)
|
(
|
)
|
||||
|
Deferred acquisition costs
|
(
|
)
|
(
|
)
|
||||
|
Deferred income taxes
|
|
(
|
)
|
|||||
|
Reinsurance receivable
|
|
|
||||||
|
Prepaid reinsurance premiums
|
(
|
)
|
|
|||||
|
Accrued investment income
|
(
|
)
|
(
|
)
|
||||
|
Due to affiliate
|
(
|
)
|
(
|
)
|
||||
|
Reinsurance balances payable
|
|
(
|
)
|
|||||
|
Current income taxes
|
|
(
|
)
|
|||||
|
Accrued expenses
|
(
|
)
|
|
|||||
|
Other, net
|
|
|
||||||
|
Net adjustments
|
|
|
||||||
|
Net cash provided by operating activities
|
|
|
||||||
|
Cash Flows from Investing Activities:
|
||||||||
|
Purchases of fixed maturities, held to maturity
|
(
|
)
|
(
|
)
|
||||
|
Purchases of fixed maturities, available for sale
|
(
|
)
|
(
|
)
|
||||
|
Purchases of equity securities, available for sale
|
(
|
)
|
(
|
)
|
||||
|
Maturity of fixed maturities:
|
||||||||
|
Held to maturity
|
|
|
||||||
|
Available for sale
|
|
|
||||||
|
Sales of fixed maturities:
|
||||||||
|
Available for sale
|
|
|
||||||
|
Sales of equity securities, available for sale
|
|
|
||||||
|
Net (purchases) sales of property and equipment
|
(
|
)
|
|
|||||
|
Net sales (purchases) of short-term investments
|
|
(
|
)
|
|||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
||||
|
Cash Flows from Financing Activities:
|
||||||||
|
Cash dividends paid
|
(
|
)
|
(
|
)
|
||||
|
Issuance of common stock
|
|
|
||||||
|
Net cash (used in) provided by financing activities
|
(
|
)
|
|
|||||
|
Net decrease in cash
|
(
|
)
|
(
|
)
|
||||
|
Cash at beginning of period
|
|
|
||||||
|
Cash at end of period
|
$
|
|
$
|
|
||||
|
Cash paid during period - Interest
|
$
|
|
$
|
|
||||
|
Net cash paid during period - Taxes
|
$
|
|
$
|
|
||||
See accompanying notes to consolidated financial statements.
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”), Michigan Insurance Company (“MICO”), Southern Insurance
Company of Virginia (“Southern”) and the Peninsula Insurance Group (“Peninsula”), which consists of Peninsula Indemnity Company and The Peninsula Insurance Company, and our affiliates write personal and commercial lines of property and casualty
coverages exclusively through a network of independent insurance agents in certain Mid-Atlantic, Midwestern, New England, Southern and Southwestern states.
At September 30, 2023, we had
three
segments: our investment function, our commercial lines of insurance and our personal lines of insurance. The commercial lines products of our insurance subsidiaries consist primarily of commercial automobile, commercial multi-peril and
workers’ compensation policies. The personal lines products of our insurance subsidiaries consist primarily of homeowners and private passenger automobile policies.
At September 30, 2023, Donegal Mutual held approximately
44
% of our outstanding Class A common stock and approximately
84
% of our outstanding Class B
common stock. This ownership provides Donegal Mutual with approximately
71
% 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, our insurance subsidiaries and
Donegal Mutual 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 proportional reinsurance agreement, or pooling agreement, with Donegal Mutual.
Under the pooling agreement, Donegal Mutual and Atlantic States contribute substantially all of their respective premiums, losses and loss expenses to the underwriting pool, and the underwriting pool, acting through Donegal Mutual, then
allocates
80
% of the pooled business to Atlantic States. Thus, Donegal Mutual and Atlantic States share the underwriting results of
the pooled business in proportion to their respective participation in the underwriting pool.
In addition, Donegal Mutual has
100
%
quota-share
reinsurance agreements
with Mountain States Commercial Insurance Company, Mountain States Indemnity Company and Southern Mutual Insurance Company. Donegal Mutual places its assumed business from these companies into the underwriting pool.
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 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 versus 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, the underwriting pool homogenizes the risk characteristics of all business that Donegal Mutual and Atlantic States write directly. The business Atlantic States derives from the underwriting pool represents a
significant percentage of our total consolidated revenues.
| 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, 2023 are not necessarily indicative of the results of operations we expect for the year ending December 31, 2023.
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, 2022.
| 3 - |
Net Income (Loss) 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 net income (loss) per share. The two-class method is an earnings allocation formula that determines net income (loss) per share separately for each class
of common stock based on dividends we have declared and an allocation of our remaining undistributed net income (loss) 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 (loss) per share for our Class A common stock and our
Class B common stock:
|
Three Months Ended September 30,
|
||||||||||||||||
|
2023
|
2022
|
|||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||
|
Basic net loss per share:
|
||||||||||||||||
|
Numerator:
|
||||||||||||||||
|
Allocation of net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Denominator:
|
||||||||||||||||
|
Weighted-average shares outstanding
|
|
|
|
|
||||||||||||
|
Basic net loss per share
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Diluted net loss per share:
|
||||||||||||||||
|
Numerator:
|
||||||||||||||||
|
Allocation of net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Denominator:
|
||||||||||||||||
|
Number of shares used in basic computation
|
|
|
|
|
||||||||||||
|
Weighted-average shares effect of dilutive securities:
|
||||||||||||||||
|
Director and employee stock options
|
|
|
|
|
||||||||||||
|
Number of shares used in diluted computation
|
|
|
|
|
||||||||||||
|
Diluted net loss per share
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Nine Months Ended September 30,
|
||||||||||||||||
|
2023
|
2022
|
|||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||
|
Basic net income (loss) per share:
|
||||||||||||||||
|
Numerator:
|
||||||||||||||||
|
Allocation of net income (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
|
Denominator:
|
||||||||||||||||
|
Weighted-average shares outstanding
|
|
|
|
|
||||||||||||
|
Basic net income (loss) per share
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
|
Diluted net income (loss) per share:
|
||||||||||||||||
|
Numerator:
|
||||||||||||||||
|
Allocation of net income (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
|
Denominator:
|
||||||||||||||||
|
Number of shares used in basic computation
|
|
|
|
|
||||||||||||
|
Weighted-average shares effect of dilutive securities:
|
||||||||||||||||
|
Director and employee stock options
|
|
|
|
|
||||||||||||
|
Number of shares used in diluted computation
|
|
|
|
|
||||||||||||
|
Diluted net income (loss) per share
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
We did not include outstanding options to purchase the following number of shares of Class A common stock in our computation of diluted net
income per share because the exercise price of the options exceeded the average market price of our Class A common stock during the applicable periods.
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||
|
Number of options to purchase Class A shares excluded
|
|
|
|
|
||||||||||||
We did not include
any effect of dilutive securities in the computation of diluted net loss per share for the three months ended September 30, 2023 because we sustained a net loss for the period. We did not include any effect of dilutive securities in the
computation of diluted net income (loss) per share for the three and nine months ended September 30, 2022 because we sustained a net loss for the respective periods.
| 4 - |
Reinsurance
|
Atlantic States and Donegal Mutual have participated in a pooling agreement since 1986 under which they pool 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 participate in a consolidated third-party reinsurance program. The coverage and parameters of
the program are common to all of our insurance subsidiaries and Donegal Mutual. The program utilizes several different reinsurers. They require their reinsurers to maintain 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 Donegal Mutual and our
insurance subsidiaries have in place for 2023:
|
|
• |
excess of loss reinsurance, under which Donegal Mutual and our insurance subsidiaries recover losses over a set retention of $
|
|
•
|
catastrophe reinsurance, under which Donegal Mutual and our insurance subsidiaries recover
|
For property
insurance, our insurance subsidiaries have excess of loss reinsurance that provides coverage of $
37.0
million per loss over a set
retention of $
3.0
million. For liability insurance, our insurance subsidiaries have excess of loss reinsurance that provides coverage
of $
72.0
million per occurrence over a set retention of $
3.0
million. For workers’ compensation insurance, our insurance subsidiaries have excess of loss reinsurance that provides coverage of $
18.0
million on any one life over a set retention of $
2.0
million.
In addition to the
pooling agreement and third-party reinsurance, our insurance subsidiaries have a catastrophe reinsurance agreement with Donegal Mutual, under which each of our insurance subsidiaries recovers
100
% of an accumulation of multiple losses resulting from a single event, including natural disasters, over a set retention of $
3.0
million up to aggregate losses of $
22.0
million per
occurrence. The agreement also provides additional coverage for an accumulation of losses from a single event including a combination of our insurance subsidiaries over a combined retention of $
6.0
million. The purpose of the agreement is to lessen the effects of an accumulation of losses arising from one event to levels that are appropriate given each
subsidiary’s size, underwriting profile and surplus.
Our insurance subsidiaries and Donegal Mutual also purchase facultative reinsurance to cover certain exposures, including property exposures
that exceeded the limits provided by their respective treaty reinsurance.
In
order to write automobile insurance in the state of Michigan, Atlantic States and MICO are required to be members of the Michigan Catastrophic Claims Association (“MCCA”). The MCCA provides reinsurance to Atlantic States and MICO for
personal automobile and commercial automobile personal injury claims in the state of Michigan over a set retention.
We report reinsurance receivable net of an allowance for expected credit losses. We base the allowance upon our ongoing review of amounts outstanding, historical loss data, changes in reinsurer credit standing and other relevant
factors. We use a probability-of-default methodology, which reflects current and forecasted economic conditions, to estimate the allowance for expected credit losses.
| 5 - |
Investments
|
The amortized cost and estimated fair values of our fixed maturities at September 30, 2023 were as follows:
|
Carrying Value
|
Allowance for
Credit Losses
|
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
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Obligations of states and political subdivisions
|
|
|
|
|
|
|
||||||||||||||||||
|
Corporate securities
|
|
|
|
|
|
|
||||||||||||||||||
|
Mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||||||||
|
Totals
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Obligations of states and political subdivisions
|
|
|
|
|
||||||||||||
|
Corporate securities
|
|
|
|
|
||||||||||||
|
Mortgage-backed securities
|
|
|
|
|
||||||||||||
|
Totals
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
At September 30, 2023, our holdings of obligations of states and political subdivisions included general obligation bonds with an aggregate
fair value of $
225.4
million and an amortized cost of $
280.9
million. Our holdings at September 30, 2023 also included special revenue bonds with an aggregate fair value of $
115.4
million and an amortized cost of $
141.3
million. With respect to both categories of those
bonds at September 30, 2023, 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
47
% and
36
%, respectively, of our total investments in special revenue bonds based on the carrying values of these investments at September 30, 2023. Many of the issuers of the
special revenue bonds we held at September 30, 2023 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.
The amortized cost and estimated fair values of our fixed maturities at December 31, 2022 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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Obligations of states and political subdivisions
|
|
|
|
|
||||||||||||
|
Corporate securities
|
|
|
|
|
||||||||||||
|
Mortgage-backed securities
|
|
|
|
|
||||||||||||
|
Totals
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Obligations of states and political subdivisions
|
|
|
|
|
||||||||||||
|
Corporate securities
|
|
|
|
|
||||||||||||
|
Mortgage-backed securities
|
|
|
|
|
||||||||||||
|
Totals
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
At December 31, 2022, our holdings of obligations of states and political subdivisions included general obligation bonds with an aggregate
fair value of $
240.7
million and an amortized cost of $
283.5
million. Our holdings also included special revenue bonds with an aggregate fair value of $
122.9
million and an amortized cost of $
144.0
million. With respect to both categories of bonds, we held no securities of any issuer that
comprised more than
10
% of that category at December 31, 2022. Education bonds and water and sewer utility bonds represented
48
% and
35
%, respectively, of our
total investments in special revenue bonds based on their carrying values at December 31, 2022. Many of the issuers of the special revenue bonds we held at December 31, 2022 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 have segregated within accumulated other comprehensive loss the net unrealized losses of $
15.1
million arising prior to the November 30, 2013 reclassification date for fixed maturities reclassified from available for sale to held to maturity. We are amortizing
this balance over the remaining life of the related securities as an adjustment of yield in a manner consistent with the accretion of discount on the same fixed maturities. We recorded amortization of $
225,070
and $
415,153
in other comprehensive loss during the
nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023 and December 31, 2022, net unrealized losses of $
1.5
million and $
4.7
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, 2023 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
|
$
|
|
$
|
|
||||
|
Due after one year through five years
|
|
|
||||||
|
Due after five years through ten years
|
|
|
||||||
|
Due after ten years
|
|
|
||||||
|
Mortgage-backed securities
|
|
|
||||||
|
Total held to maturity
|
$
|
|
$
|
|
||||
|
Available for sale
|
||||||||
|
Due in one year or less
|
$
|
|
$
|
|
||||
|
Due after one year through five years
|
|
|
||||||
|
Due after five years through ten years
|
|
|
||||||
|
Due after ten years
|
|
|
||||||
|
Mortgage-backed securities
|
|
|
||||||
|
Total available for sale
|
$
|
|
$
|
|
||||
The cost and estimated fair values of our equity securities at September 30, 2023 were as follows:
|
Cost
|
Gross Gains
|
Gross Losses
|
Estimated Fair
Value
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||
|
Equity securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The cost and estimated fair values of our equity securities at December 31, 2022 were as follows:
|
Cost
|
Gross Gains
|
Gross Losses
|
Estimated Fair
Value
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||
|
Equity securities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
We present below gross gains and losses from investments and the change in the difference between fair value and cost of investments:
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||
|
(in thousands)
|
(in thousands) | |||||||||||||||
|
Gross realized gains:
|
||||||||||||||||
|
Fixed maturities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Equity securities
|
|
|
|
|
||||||||||||
|
Real estate
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
||||||||||||
|
Gross realized losses:
|
||||||||||||||||
|
Fixed maturities
|
|
|
|
|
||||||||||||
|
Equity securities
|
|
|
|
|
||||||||||||
|
|
|
|
|
|||||||||||||
|
Net realized (losses) gains
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Gross unrealized gains on equity securities
|
(
|
) |
|
|
|
|||||||||||
|
Gross unrealized losses on equity securities
|
|
(
|
) |
(
|
) |
(
|
) | |||||||||
| Fixed maturities - credit impairment charges |
(
|
) |
|
(
|
) |
|
||||||||||
|
Net investment (losses) gains
|
$ |
(
|
) | $ |
(
|
) | $ |
|
$ |
(
|
) | |||||
We held fixed maturities with unrealized losses representing declines that we considered temporary at September 30, 2023 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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Obligations of states and political subdivisions
|
|
|
|
|
||||||||||||
|
Corporate securities
|
|
|
|
|
||||||||||||
|
Mortgage-backed securities
|
|
|
|
|
||||||||||||
|
Totals
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
We held fixed maturities with unrealized losses representing declines that we considered temporary at December 31, 2022 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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Obligations of states and political subdivisions
|
|
|
|
|
||||||||||||
|
Corporate securities
|
|
|
|
|
||||||||||||
|
Mortgage-backed securities
|
|
|
|
|
||||||||||||
|
Totals
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
We
make estimates concerning the valuation of our investments and, as applicable, the recognition of declines in the value of our investments. For equity securities, we measure investments at fair value, and we recognize changes in fair value in
our results of operations. With respect to an available-for-sale 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 establish an allowance for credit loss. We then recognize the amount of the allowance in our
results of operations, and we recognize the remaining portion of the impairment loss in our other comprehensive income, net of applicable taxes. We regularly review the allowance for credit losses and recognize changes in the allowance in our
results of operations. 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. For held-to-maturity debt securities, we make estimates
concerning expected credit losses at an aggregated level rather that monitoring individual debt securities for credit losses. We establish an allowance for expected credit losses based on an ongoing review of securities held, historical loss
data, changes in issuer credit standing and other relevant factors. We utilize a probability-of-default methodology, which reflects current and forecasted economic conditions, to estimate the allowance for expected credit losses and recognize
changes to the allowance in our results of operations. We held
931
debt securities that were in an unrealized loss position at
September 30, 2023. 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.
|
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, 2023 and 2022 is as follows:
|
Three Months Ended September 30,
|
||||||||
|
2023
|
2022
|
|||||||
|
(in thousands)
|
||||||||
|
Revenues:
|
||||||||
|
Premiums earned:
|
||||||||
|
Commercial lines
|
$
|
|
$
|
|
||||
|
Personal lines
|
|
|
||||||
|
GAAP premiums earned
|
|
|
||||||
|
Net investment income
|
|
|
||||||
|
Investment losses
|
(
|
)
|
(
|
)
|
||||
|
Other
|
|
|
||||||
|
Total revenues
|
$
|
|
$
|
|
||||
|
Loss before income tax benefit:
|
||||||||
|
Underwriting gain (loss):
|
||||||||
|
Commercial lines
|
$
|
|
$
|
(
|
)
|
|||
|
Personal lines
|
(
|
)
|
(
|
)
|
||||
|
SAP underwriting loss
|
(
|
)
|
(
|
)
|
||||
|
GAAP adjustments
|
(
|
)
|
|
|||||
|
GAAP underwriting loss
|
(
|
)
|
(
|
)
|
||||
|
Net investment income
|
|
|
||||||
|
Investment losses
|
(
|
)
|
(
|
)
|
||||
|
Other
|
(
|
)
|
|
|||||
|
Loss before income tax benefit
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Nine Months Ended September 30,
|
||||||||
|
2023
|
2022
|
|||||||
|
(in thousands)
|
||||||||
|
Revenues:
|
||||||||
|
Premiums earned:
|
||||||||
|
Commercial lines
|
$
|
|
$
|
|
||||
|
Personal lines
|
|
|
||||||
|
GAAP premiums earned
|
|
|
||||||
|
Net investment income
|
|
|
||||||
|
Investment gains (losses)
|
|
(
|
)
|
|||||
|
Other
|
|
|
||||||
|
Total revenues
|
$
|
|
$
|
|
||||
|
Income (loss) before income tax expense (benefit):
|
||||||||
|
Underwriting loss:
|
||||||||
|
Commercial lines
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Personal lines
|
(
|
)
|
(
|
)
|
||||
|
SAP underwriting loss
|
(
|
)
|
(
|
)
|
||||
|
GAAP adjustments
|
|
|
||||||
|
GAAP underwriting loss
|
(
|
)
|
(
|
)
|
||||
|
Net investment income
|
|
|
||||||
|
Investment gains (losses)
|
|
(
|
)
|
|||||
|
Other
|
(
|
)
|
|
|||||
|
Income (loss) before income tax expense (benefit)
|
$
|
|
$
|
(
|
)
|
|||
|
7 -
|
Borrowings
|
Lines of Credit
In August 2020, we entered into a credit agreement with Manufacturers and Traders Trust Company (“M&T”) that related to a $
20.0
million unsecured demand line of credit. The line of credit has no expiration date, no annual fees and no covenants. At September 30, 2023, we
had
no
outstanding borrowings from M&T and had the ability to borrow up to $
20.0
million at an interest rate equal to the then-current Term SOFR rate plus
2.11
%.
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 has a fixed-rate cash advance of $
35.0
million that was outstanding at
September 30, 2023. The cash advance carries a fixed interest rate of
1.74
% and is due in
.
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, 2023.
|
FHLB of Pittsburgh stock purchased and owned
|
$
|
|
||
|
Collateral pledged, at par (carrying value $
|
|
|||
|
Borrowing capacity currently available
|
|
|
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 recorded
compensation expense related to our stock compensation plans of $
182,185
and $
158,966
for the three months ended September 30, 2023 and 2022, respectively, with a corresponding income tax benefit of $
38,259
and $
33,383
, respectively. We recorded compensation
expense related to our stock compensation plans of $
683,439
and $
644,751
for the nine months ended September 30, 2023 and 2022, respectively, with a corresponding income tax benefit of $
143,522
and $
135,398
, respectively. At September 30, 2023, we had $
966,925
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
1.5
years.
We received cash from option exercises under all stock compensation plans during the three months ended September 30, 2023 and 2022 of $
848,891
and $
2.9
million,
respectively. We received cash from option exercises under all stock compensation plans during the nine months ended
September 30, 2023
and 2022 of $
5.5
million and $
14.1
million, respectively. We realized actual tax benefits for the tax deductions related to those option exercises
of $
13,501
and $
65,030
for the three months ended
September
30, 2023
and 2022, respectively. We realized actual tax benefits for the tax deductions related to those option exercises of $
126,644
and $
329,842
for the nine months ended
September 30, 2023
and 2022, 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 and non-publicly traded equity securities 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. We generally obtain two prices per security. These pricing services utilize market quotations for fixed maturity and equity 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 monitor the market and are
familiar with 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, coupon 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, 2023, 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, 2023, 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, reinsurance receivables related to paid losses and loss expenses
and reinsurance balances payable approximate their fair values. The carrying amounts we report in our balance sheets for our 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.
The following table presents our fair value measurements for our investments in available-for-sale fixed maturity and equity securities at
September 30, 2023:
|
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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Obligations of states and political subdivisions
|
|
|
|
|
||||||||||||
|
Corporate securities
|
|
|
|
|
||||||||||||
|
Mortgage-backed securities
|
|
|
|
|
||||||||||||
|
Equity securities
|
|
|
|
|
||||||||||||
|
Total investments in the fair value hierarchy
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The following table presents our fair value measurements for our investments in available-for-sale fixed maturity and equity securities at
December 31, 2022:
|
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
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Obligations of states and political subdivisions
|
|
|
|
|
||||||||||||
|
Corporate securities
|
|
|
|
|
||||||||||||
|
Mortgage-backed securities
|
|
|
|
|
||||||||||||
|
Equity securities
|
|
|
|
|
||||||||||||
|
Totals
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| 10 - |
Income Taxes
|
At
September 30
, 2023 and December 31, 2022, respectively, we had no material unrecognized tax benefits or accrued interest and penalties. Tax years
through
remained open
for examination at September 30, 2023. 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 $
8.1
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 $
43.4
million and $
39.8
million at September 30, 2023 and December 31, 2022, 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.
|
11 -
|
Liabilities for Losses and Loss Expenses
|
The establishment of appropriate liabilities for losses and loss expenses is an inherently uncertain process, and we can provide no assurance
that our insurance subsidiaries’ ultimate liabilities 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. For example, legislative,
judicial and regulatory actions may expand coverage definitions, retroactively mandate coverage or otherwise require our insurance subsidiaries to pay losses for damages that their policies explicitly excluded or did not intend to cover.
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 liabilities 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’ liabilities for losses and loss expenses as follows:
|
Nine Months Ended
September 30,
|
||||||||
|
2023
|
2022
|
|||||||
|
(in thousands)
|
||||||||
|
Balance at January 1
|
$
|
|
$
|
|
||||
|
Less reinsurance recoverable
|
(
|
)
|
(
|
)
|
||||
| Cumulative effect of adoption of updated accounting guidance for credit losses at January 1 |
|
|
||||||
|
Net balance at January 1
|
|
|
||||||
|
Incurred related to:
|
||||||||
|
Current year
|
|
|
||||||
|
Prior years
|
(
|
)
|
(
|
)
|
||||
|
Total incurred
|
|
|
||||||
|
Paid related to:
|
||||||||
|
Current year
|
|
|
||||||
|
Prior years
|
|
|
||||||
|
Total paid
|
|
|
||||||
|
Net balance at end of period
|
|
|
||||||
|
Plus reinsurance recoverable
|
|
|
||||||
|
Balance at end of period
|
$
|
|
$
|
|
||||
Our insurance subsidiaries recognized a decrease in their liabilities for losses and loss expenses of prior years of $
15.8
million and $
30.6
million for
the nine months ended September 30, 2023 and 2022, respectively. Our insurance subsidiaries made no significant changes in their reserving philosophy or claims management personnel, and they have made no significant offsetting changes in
estimates that increased or decreased their loss and loss expense reserves in those years. The 2023 development represented
2.4
%
of the December 31, 2022 net carried reserves and resulted from lower-than-expected loss emergence or severity primarily in the commercial automobile,
personal automobile
and homeowners lines of business. The majority of the 2023 development related to decreases in
the liabilities for losses and loss expenses of prior years for Atlantic States and MICO. The 2022 development represented
4.9
% of
the December 31, 2021 net carried reserves and resulted primarily from lower-than-expected loss emergence or severity in nearly all lines of business. The majority of the 2022 development related to decreases in the liabilities for losses and
loss expenses of prior years for Atlantic States and MICO.
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 their actuaries made no significant changes to that methodology during the nine months ended September 30, 2023.
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 ‘‘
a priori
,’’ or 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 from which the actuaries select loss development factor assumptions. 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 - |
Allowance for Expected Credit Losses
|
Held-to-Maturity Fixed-Maturity Securities
The following table presents the balances for fixed maturities classified as held-to-maturity, net of the allowance for expected credit losses, at
September 30, 2023 and 2022 and changes in the allowance for expected credit losses for the three and nine months ended September 30, 2023 and 2022.
|
At and For the Three Months
Ended September 30, 2023
|
At and For the Three Months
Ended September 30, 2022
|
|||||||||||||||
|
Held-to-
Maturity, Net
of Allowance
for Expected
Credit Losses
|
Allowance
for Expected
Credit
Losses
|
Held-to-
Maturity, Net
of Allowance
for Expected
Credit Losses
|
Allowance
for Expected
Credit
Losses
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||
|
Balance at beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Current period change for expected credit losses
|
|
|
|
|||||||||||||
|
Balance at end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
At and For the Nine Months
Ended September 30, 2023
|
At and For the Nine Months
Ended September 30, 2022
|
|||||||||||||||
|
Held-to-
Maturity, Net
of Allowance
for Expected
Credit Losses
|
Allowance
for Expected
Credit
Losses
|
Held-to-
Maturity, Net
of Allowance
for Expected
Credit Losses
|
Allowance
for Expected
Credit
Losses
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||
|
Balance at beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
|
|
||||||||||||||
|
Current period change for expected credit losses
|
|
|
||||||||||||||
|
Balance at end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Reinsurance Receivable
The following table presents the balances for reinsurance receivable, net of the allowance for expected credit losses, at September 30, 2023 and 2022,
and the changes in the allowance for expected credit losses for the three and nine months ended September 30, 2023 and 2022.
|
At and For the Three Months
Ended September 30, 2023
|
At and For the Three Months
Ended September 30, 2022
|
|||||||||||||||
|
Reinsurance
Receivable, Net
of Allowance
for Expected
Credit Losses
|
Allowance
for Expected
Credit
Losses
|
Reinsurance
Receivable, Net
of Allowance
for Expected
Credit Losses
|
Allowance
for Expected
Credit
Losses
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||
|
Balance at beginning of period
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Current period change for expected credit losses
|
|
|
||||||||||||||
|
Balance at end of period
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
At and For the Nine Months
Ended September 30, 2023
|
At and For the Nine Months
Ended September 30, 2022
|
|||||||||||||||
|
Reinsurance
Receivable, Net
of Allowance
for Expected
Credit Losses
|
Allowance
for Expected
Credit
Losses
|
Reinsurance
Receivable, Net
of Allowance
for Expected
Credit Losses
|
Allowance
for Expected
Credit
Losses
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||
|
Balance at beginning of period
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period change for expected credit losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
| 13 - |
Impact of New Accounting Standards
|
In September 2016, the FASB issued guidance that amended 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. In November 2019, the FASB issued guidance that delayed the effective date for “smaller reporting companies,” as defined in Item 10(f)(1) of Regulation S-K, to annual and interim reporting periods beginning after
December 15, 2022 from December 15, 2019. We were a smaller reporting company at the time this guidance was issued, and our adoption of this guidance on January 1, 2023 resulted in an after-tax decrease in retained earnings of $
1.9
million. The adoption of this guidance did not have a significant impact on our results of operations or cash flows.
| 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, 2022.
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 United States generally accepted accounting principles
(“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 liabilities
of our insurance subsidiaries for property and casualty insurance 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 consolidated results of operations.
Liabilities for 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. For example, legislative, judicial and regulatory actions may expand coverage definitions, retroactively mandate coverage or otherwise require our insurance subsidiaries to pay losses for damages that their policies
explicitly excluded or did not intend to cover. 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 experienced an increase in claims severity and a lengthening of the claim settlement periods on bodily injury claims during the past several years. In addition, the
COVID-19 pandemic and related government mandates and restrictions resulted in various changes from historical claims reporting and settlement trends during 2020 and resulted in significant increases in loss costs in subsequent years due to a
number of factors, including supply chain disruption, higher used automobile values, lengthening of repair completion times, increases in the cost of replacement automobile parts and rising labor rates. These trend changes give rise to greater
uncertainty as to the pattern of future loss settlements. Related uncertainties regarding future trends include social inflation, availability and cost of building materials, availability of skilled labor, the rate of plaintiff attorney
involvement in claims and the cost of medical technologies and procedures. 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, 2023. At September 30, 2023, for every 1% change in our insurance subsidiaries’ loss and loss expense reserves, net of reinsurance recoverable, the effect on our pre-tax results of operations would be approximately $6.8
million.
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 and the COVID-19 pandemic, our insurance subsidiaries have noted stable amounts in the number of claims incurred and 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 gradually over the past several years due to various factors such as rising inflation and
increased litigation trends. We have also experienced a general slowing of settlement rates in litigated claims and lengthening of repair completion times for property and automobile 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.
Our insurance subsidiaries’ liabilities for losses and loss expenses by major line of business at September 30, 2023 and December 31, 2022 consisted of the following:
|
September 30,
2023
|
December 31,
2022
|
|||||||
|
(in thousands)
|
||||||||
|
Commercial lines:
|
||||||||
|
Automobile
|
$
|
168,342
|
$
|
174,833
|
||||
|
Workers’ compensation
|
123,361
|
120,539
|
||||||
|
Commercial multi-peril
|
213,902
|
203,567
|
||||||
|
Other
|
28,022
|
23,071
|
||||||
|
Total commercial lines
|
533,627
|
522,010
|
||||||
|
Personal lines:
|
||||||||
|
Automobile
|
108,285
|
108,715
|
||||||
|
Homeowners
|
27,467
|
28,481
|
||||||
|
Other
|
12,583
|
10,656
|
||||||
|
Total personal lines
|
148,335
|
147,852
|
||||||
|
Total commercial and personal lines
|
681,962
|
669,862
|
||||||
|
Plus reinsurance recoverable
|
431,392
|
451,184
|
||||||
|
Total liabilities for losses and loss expenses
|
$
|
1,113,354
|
$
|
1,121,046
|
||||
We have evaluated the effect on our insurance subsidiaries’ 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 and loss expense 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’ 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, 2023
|
Percentage Change
in Stockholders’ Equity at
September 30, 2023(1)
|
Adjusted Loss and Loss
Expense Reserves Net of
Reinsurance at
December 31, 2022
|
Percentage Change
in Stockholders’ Equity at
December 31, 2022(1)
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
|
(10.0
|
)%
|
$
|
613,766
|
11.4
|
%
|
$
|
602,876
|
10.9
|
%
|
|||||||||
|
(7.5
|
)
|
630,815
|
8.5
|
619,622
|
8.2
|
|||||||||||||
|
(5.0
|
)
|
647,864
|
5.7
|
636,369
|
5.5
|
|||||||||||||
|
(2.5
|
)
|
664,913
|
2.8
|
653,115
|
2.7
|
|||||||||||||
|
Base
|
681,962
|
—
|
669,862
|
—
|
||||||||||||||
|
2.5
|
699,011
|
(2.8
|
)
|
686,609
|
(2.7
|
)
|
||||||||||||
|
5.0
|
716,060
|
(5.7
|
)
|
703,355
|
(5.5
|
)
|
||||||||||||
|
7.5
|
733,109
|
(8.5
|
)
|
720,102
|
(8.2
|
)
|
||||||||||||
|
10.0
|
750,158
|
(11.4
|
)
|
736,848
|
(10.9
|
)
|
||||||||||||
| (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.
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, 2023 and 2022:
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||
|
(in thousands)
|
||||||||||||||||
|
Net premiums earned
|
$
|
224,393
|
$
|
206,122
|
$
|
655,886
|
$
|
609,499
|
||||||||
|
Change in net unearned premiums
|
(5,207
|
)
|
107
|
27,117
|
33,618
|
|||||||||||
|
Net premiums written
|
$
|
219,186
|
$
|
206,229
|
$
|
683,003
|
$
|
643,117
|
||||||||
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 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, excluding anticipated salvage and subrogation recoveries, 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.
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, 2023 and 2022:
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||
|
GAAP Combined Ratios (Total Lines)
|
||||||||||||||||
|
Loss ratio - core losses
|
56.7
|
%
|
60.8
|
%
|
56.0
|
%
|
58.8
|
%
|
||||||||
|
Loss ratio - weather-related losses
|
11.5
|
9.4
|
9.1
|
7.7
|
||||||||||||
|
Loss ratio - large fire losses
|
4.9
|
8.4
|
5.3
|
6.6
|
||||||||||||
|
Loss ratio - net prior-year reserve development
|
(3.3
|
)
|
(3.0
|
)
|
(2.4
|
)
|
(5.0
|
)
|
||||||||
|
Loss ratio
|
69.8
|
75.6
|
68.0
|
68.1
|
||||||||||||
|
Expense ratio
|
34.1
|
33.4
|
34.9
|
34.7
|
||||||||||||
|
Dividend ratio
|
0.6
|
0.6
|
0.6
|
0.7
|
||||||||||||
|
Combined ratio
|
104.5
|
%
|
109.6
|
%
|
103.5
|
%
|
103.5
|
%
|
||||||||
|
Statutory Combined Ratios
|
||||||||||||||||
|
Commercial lines:
|
||||||||||||||||
|
Automobile
|
86.5
|
%
|
107.0
|
%
|
94.8
|
%
|
98.7
|
%
|
||||||||
|
Workers’ compensation
|
97.7
|
105.9
|
93.1
|
93.9
|
||||||||||||
|
Commercial multi-peril
|
114.8
|
125.0
|
113.8
|
114.9
|
||||||||||||
|
Other
|
76.2
|
85.9
|
82.7
|
81.9
|
||||||||||||
|
Total commercial lines
|
97.5
|
112.1
|
100.2
|
102.4
|
||||||||||||
|
Personal lines:
|
||||||||||||||||
|
Automobile
|
109.8
|
103.1
|
106.1
|
100.2
|
||||||||||||
|
Homeowners
|
128.9
|
125.0
|
111.2
|
118.8
|
||||||||||||
|
Other
|
46.4
|
54.6
|
81.3
|
49.9
|
||||||||||||
|
Total personal lines
|
119.4
|
107.8
|
107.2
|
103.4
|
||||||||||||
|
Total commercial and personal lines
|
105.2
|
110.1
|
102.9
|
102.8
|
||||||||||||
Results of Operations - Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022
Net Premiums Earned.
Our insurance subsidiaries’ net premiums earned for the third quarter of 2023 were $224.4 million, an increase of $18.3 million, or 8.9%, compared to
$206.1 million for the third quarter of 2022, primarily reflecting solid premium retention and renewal premium increases.
Net Premiums Written.
Our insurance subsidiaries’ net premiums written for the third quarter of 2023 were $219.2 million, an increase of $13.0 million, or 6.3%, from the
$206.2 million of net premiums written for the third quarter of 2022. Commercial lines net premiums written decreased $2.1 million, or 1.8%, for the third quarter of 2023 compared to the third quarter of 2022. Personal lines net premiums written
increased $15.1 million, or 17.7%, for the third quarter of 2023 compared to the third quarter of 2022. We attribute the decrease in commercial lines net premiums written primarily to planned attrition in states we are exiting or have targeted
for profit improvement and lower new business writings, offset partially by strong premium retention and a continuation of renewal premium increases in lines other than workers’ compensation. We attribute the increase in personal lines net
premiums written primarily to renewal premium increases and strong policy retention.
Investment Income.
Our net investment income was $10.5 million for the third quarter of 2023, an increase of $1.9 million, or 23.0%, compared to $8.6 million for the third
quarter of 2022. We attribute the increase primarily to an increase in the average investment yield relative to the third quarter of 2022.
Net Investment Losses.
Net investment losses for the third quarters of 2023 and 2022 were $1.2 million and $2.4 million, respectively. The net investment losses for the third
quarters of 2023 and 2022, respectively, resulted primarily from the net change in unrealized gains and losses within our equity securities portfolio at September 30, 2023 and 2022, respectively. We did not recognize any impairment losses for
individual securities in our investment portfolio during the third quarter of 2023 or 2022.
Losses and Loss Expenses.
Our insurance subsidiaries’ loss ratio, which is the ratio of incurred losses and loss expenses to premiums earned, was 69.8% for the third quarter
of 2023, a decrease from our insurance subsidiaries’ loss ratio of 75.6% for the third quarter of 2022. We attribute this decrease primarily to decreased core losses and large fire losses, which we define as individual fire losses in excess of
$50,000, offset partially by increased weather-related losses. Loss ratios for both periods for the automobile and property lines of business reflected the impact of higher costs of labor, parts and materials. Weather-related losses were $25.7
million, or 11.5 percentage points of the loss ratio, for the third quarter of 2023, compared to $19.4 million, or 9.4 percentage points of the loss ratio, for the third quarter of 2022. The impact of weather-related loss activity to the loss
ratio for the third quarter of 2023 was higher than our previous five-year average of 9.3 percentage points for third quarter weather-related losses and the highest quarterly impact we have experienced over the past five years. Large fire losses
for the third quarter of 2023 were $11.0 million, or 4.9 percentage points of the loss ratio, compared to $17.4 million, or 8.4 percentage points of the loss ratio, for the third quarter of 2022. On a statutory basis, our insurance subsidiaries’
commercial lines loss ratio was 60.9% for the third quarter of 2023, compared to 74.9% for the third quarter of 2022, primarily due to decreases in the commercial automobile, workers’ compensation and commercial multi-peril loss ratios. The
personal lines statutory loss ratio of our insurance subsidiaries increased to 86.8% for the third quarter of 2023, compared to 78.7% for the third quarter of 2022. We attribute this increase primarily to an increase in the personal automobile
and homeowners loss ratios. Our insurance subsidiaries experienced favorable loss reserve development for the third quarter of 2023 of approximately $7.3 million that decreased the loss ratio by 3.3 percentage points, compared to $6.2 million
that decreased the loss ratio for the third quarter of 2022 by 3.0 percentage points. Our insurance subsidiaries experienced favorable development primarily in the commercial automobile, personal automobile and other commercial lines of business
for the third quarter of 2023, with the majority of the impact relating to reserves for accident years 2019 through 2022.
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 34.1% for the third quarter of 2023, compared to 33.4% for the third quarter of 2022. The increase in the expense ratio primarily reflected higher technology costs related to our ongoing systems
modernization initiatives for the third quarter of 2023 compared to the prior-year quarter.
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 104.5% and 109.6% for the third quarter of 2023 and 2022, respectively. We attribute the decrease in the combined ratio primarily to a decrease in the loss ratio for the third
quarter of 2023 compared to the third quarter of 2022.
Income Tax Benefit.
We recorded an income tax benefit of $199,613 and $3.0 million for the third quarter of 2023 and 2022, respectively. The income tax benefit for the third
quarter of 2023 and 2022 represented estimates based on our projected annual taxable income and effective tax rates.
Net Loss and Net Loss Per Share.
Our net loss for the third quarter of 2023 was $805,301, or $.02 per share of Class A common stock and $.02 per share of Class B common stock,
compared to a net loss of $10.4 million, or $.33 per share of Class A common stock and $.30 per share of Class B common stock, for the third quarter of 2022. We had 27.6 million and 26.8 million Class A shares outstanding at September 30, 2023
and 2022, respectively. We had 5.6 million Class B shares outstanding at the end of both periods.
Results of Operations - Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022
Net Premiums Earned.
Our insurance subsidiaries’ net premiums earned for the first nine months of 2023 were $655.9
million, an increase
of $46.4 million, or 7.6%, compared to $609.5 million for the first nine months of 2022, primarily reflecting solid premium retention and renewal premium increases.
Net Premiums Written.
Our insurance subsidiaries’ net premiums written for the first nine months of 2023 were $683.0 million, an increase of $39.9 million, or 6.2%, from the
$643.1 million of net premiums written for the first nine months of 2022. Commercial lines net premiums written decreased $0.6 million, or 0.2%, for the first nine months of 2023 compared to the first nine months of 2022. Personal lines net
premiums written increased $40.5 million, or 17.2%, for the first nine months of 2023 compared to the first nine months of 2022. We attribute the decrease in commercial lines net premiums written primarily to planned attrition in states we are
exiting or have targeted for profit improvement, lower new business writings and reinsurance reinstatement premiums on our property excess of loss reinsurance program, offset partially by strong premium retention and a continuation of renewal
premium increases in lines other than workers’ compensation. We attribute the increase in personal lines net premiums written primarily to renewal premium increases and strong policy retention.
Investment Income.
Our net investment income was $30.1 million for the first nine months of 2023, an increase of $5.5 million, or 22.4%, compared to $24.6 million for the
first nine months of 2022. We attribute the increase primarily to an increase in the average investment yield relative to the first nine months of 2022.
Net Investment Gains (Losses).
Net investment gains for the first nine months of 2023 were $930,302, compared to net investment losses of $10.8 million for the first nine
months of 2022. The net investment gains and losses for the first nine months of 2023 and 2022, respectively, resulted primarily from the net change in unrealized gains and losses within our equity securities portfolio at September 30, 2023 and
2022, respectively. We did not recognize any impairment losses for individual securities in our investment portfolio during the first nine months of 2023 or 2022.
Losses and Loss Expenses.
Our insurance subsidiaries’ loss ratio, which is the ratio of incurred losses and loss expenses to premiums earned, was 68.0% for the first nine
months of 2023, a modest decrease from our insurance subsidiaries’ loss ratio of 68.1% for the first nine months of 2022. We attribute this decrease primarily to decreased core losses and large fire losses, virtually offset by increased
weather-related losses and a decreased benefit of net favorable development of reserves for losses incurred in prior accident years. Loss ratios for both periods for the automobile and property lines of business reflected the impact of higher
costs of labor, parts and materials. Weather-related losses of $59.5 million, or 9.1 percentage points of the loss ratio, for the first nine months of 2023, increased from $47.0 million, or 7.7 percentage points of the loss ratio, for the first
nine months of 2022. The impact of weather-related loss activity to the loss ratio for the first nine months of 2023 was higher than our previous five-year average of 7.7 percentage points for weather-related losses incurred in the first nine
months. Large fire losses for the first nine months of 2023 were $34.7 million, or 5.3 percentage points of the loss ratio, compared to $40.4 million, or 6.6 percentage points of the loss ratio, for the first nine months of 2022. On a statutory
basis, our insurance subsidiaries’ commercial lines loss ratio was 63.9% for the first nine months of 2023, compared to 66.1% for the first nine months of 2022, primarily due to decreases in the commercial automobile, workers’ compensation and
commercial multi-peril loss ratios. The personal lines statutory loss ratio of our insurance subsidiaries increased to 75.2% for the first nine months of 2023, compared to 72.5% for the first nine months of 2022. We attribute this increase
primarily to an increase in the personal automobile loss ratio. Our insurance subsidiaries experienced favorable loss reserve development for the first nine months of 2023 of approximately $15.8 million that decreased the loss ratio by 2.4
percentage points, compared to $30.6 million that decreased the loss ratio for the first nine months of 2022 by 5.0 percentage points. Our insurance subsidiaries experienced favorable development primarily in the commercial automobile, personal
automobile and homeowners lines of business for the first nine months of 2023, with the majority of the impact relating to reserves for accident years 2019 through 2022.
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 34.9% for the first nine months of 2023, compared to 34.7% for the first nine months of 2022. The modest increase in the expense ratio primarily reflected higher technology costs related to our ongoing
systems modernization initiatives for the first nine months of 2023 compared to the first nine months of 2022.
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 103.5% for the first nine months of 2023 and 2022. The unchanged combined ratio reflected modest decreases in the loss ratio and dividend ratio, offset by a modest increase in the
expense ratio for the first nine months of 2023 compared to the first nine months of 2022.
Income Tax Expense (Benefit).
We recorded income tax expense of $1.1
million for the first nine months of 2023, representing an
effective tax rates of 15.2%. We recorded an income tax benefit of $2.3
million for the first nine months of 2022. The income tax expense and benefit for the first nine months of 2023 and 2022,
respectively, represented estimates based on our projected annual taxable income and effective tax rates.
Net Income (Loss) and Net Income (Loss) Per Share.
Our net income for the first nine months of 2023 was $6.4 million, or $.20 per share of Class A common stock on a diluted
basis and $.17 per share of Class B common stock, compared to a net loss of $5.4 million, or $.17 per share of Class A common stock and $.16 per share of Class B common stock, for the first nine months of 2022. We had 27.6 million and 26.8
million Class A shares outstanding at September 30, 2023 and 2022, respectively. We had 5.6 million Class B shares outstanding at the end of both periods.
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 2023 and 2022 of $26.0 million and $49.9 million,
respectively.
At September 30, 2023, we had no outstanding borrowings under our line of credit with M&T and had the ability to borrow up to $20.0 million at an interest rate equal to the then-current Term SOFR rate plus 2.11%.
At September 30, 2023, Atlantic States had a $35.0 million outstanding advance with the FHLB of Pittsburgh that carries a fixed interest rate of 1.74%.
We estimate the timing of claim payments associated with the liabilities for losses and loss expenses of our insurance subsidiaries based on historical experience and expectations of future payment patterns. We show
these liabilities net of reinsurance recoverable on unpaid losses and loss expenses to reflect expected future cash flows related to such liabilities. Amounts Atlantic States assumes pursuant to the pooling agreement with Donegal Mutual represent
a substantial portion of our insurance subsidiaries’ gross liabilities for 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 liabilities 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.
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,
2023 or 2022. We have purchased a total of 57,658 shares of our Class A common stock under this program from its inception through September 30, 2023.
On October 19, 2023, our board of directors declared quarterly cash dividends of $.17 per share of our Class A common stock and
$.1525 per share of our Class B common stock,
payable on November 15, 2023 to our stockholders of record as of the close of business on November 1, 2023. 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, 2022 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 dividends to us of $6.0 million during the first nine months of 2023. Amounts remaining available for distribution to us as dividends from our insurance subsidiaries without prior approval of
their domiciliary insurance regulatory authorities in 2023 are $26.4 million from Atlantic States, $6.5 million from Southern, $0 from Peninsula and $7.5 million from MICO, or a total of approximately $40.4 million.
At September 30, 2023, 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.
| 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, 2022 through September 30, 2023.
| 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, 2023, 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
Donegal Mutual implemented a new application system that Donegal Mutual and our insurance subsidiaries began to utilize during 2021 for the allocation of expenses and, beginning in 2022, for reinsurance premiums and
commissions. Donegal Mutual and our insurance subsidiaries expanded the utilization of this application system in 2023 to include the preparation of financial statements based on SAP state insurance regulators prescribe or permit. The SAP
financial statements of our insurance subsidiaries serve as the starting point for our financial statements prepared using GAAP. The new application system provides for further automation of, and enhanced internal controls over, these processes.
The implementation of the new system is part of a multi-year accounting systems and process modernization initiative Donegal Mutual is implementing to achieve various benefits for Donegal Mutual and our insurance subsidiaries, including
streamlined financial reporting workflows and a more efficient control environment.
Such changes resulted in changes to procedures related to our financial reporting. Prior to the implementation of the new systems, we identified and designed new internal controls that we incorporated into our
internal controls over financial reporting. Following the implementation, we validated these new controls according to our established processes. We did not implement these changes in internal controls to respond to any actual or perceived
significant deficiencies in 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,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “seek,” “estimate” 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 litigation and other trends that could increase our loss costs (including labor shortages and escalating medical, automobile and property repair costs), adverse and catastrophic weather events (including from changing climate
conditions), our ability to maintain profitable operations (including our ability to underwrite risks effectively and charge adequate premium rates), prolonged economic challenges resulting from the COVID-19 pandemic, the adequacy of the loss and
loss expense reserves of our insurance subsidiaries, the availability and successful operation of the information technology systems our insurance subsidiaries utilize, the successful development of new information technology systems to allow our
insurance subsidiaries to compete effectively, 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 (including those related to COVID-19 business interruption coverage exclusions), changes in regulatory requirements, our ability to attract and retain independent insurance
agents, changes in our A.M. Best rating and the other risks that we describe from time to time in our filings with the Securities and Exchange Commission. 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.
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 2022 Annual Report on Form 10-K that we filed with the SEC on March 6, 2023. 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, 2023.
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
|
Period
|
(a) Total Number of
Shares (or Units)
Purchased |
(b) Average Price Paid per
Share (or Unit)
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced Plans
or Programs
|
(d) Maximum Number (or
Approximate Dollar
Value) of Shares (or Units)
that May Yet Be
Purchased Under the
Plans or Programs
|
||||
|
Month #1
July 1-31, 2023
|
Class A – None
Class B – None
|
Class A – None
Class B – None
|
Class A – None
Class B – None
|
|||||
|
Month #2
August 1-31, 2023
|
Class A – 167,876
Class B – None
|
Class A – $14.76
Class B – None
|
Class A – 167,876
Class B – None
|
(1)
|
||||
|
Month #3
September 1-30, 2023
|
Class A – 17,141
Class B – None
|
Class A – $14.66
Class B – None
|
Class A – 17,141
Class B – None
|
(1)
|
||||
|
Total
|
Class A – 185,017
Class B – None
|
Class A – $14.76
Class B – None
|
Class A – 185,017
Class B – None
|
| (1) |
Donegal Mutual purchased these shares pursuant to its announcement on April 29, 2022 that it will, at its discretion, purchase shares of our Class A common stock and Class B common stock at market prices prevailing from time
to time in the open market subject to the provisions of SEC Rule 10b-18 and in privately negotiated transactions. Such announcement did not stipulate a maximum number of shares that may be purchased under this program.
|
| Item 3. |
Defaults upon Senior Securities.
|
None.
| Item 4. |
Mine Safety Disclosure.
|
Not Applicable.
| Item 6. |
Exhibits.
|
|
Exhibit No.
|
Description
|
||
|
Certification of Chief Executive Officer
|
Filed herewith
|
||
|
Certification of Chief Financial Officer
|
Filed herewith
|
||
|
Statement of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 of Title 18 of the United States Code
|
Filed herewith
|
||
|
Statement of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 of Title 18 of the United States Code
|
Filed herewith
|
||
|
Exhibit 101.INS
|
XBRL Instance Document
|
Filed herewith
|
|
|
Exhibit 101.SCH
|
XBRL Taxonomy Extension Schema Document
|
Filed herewith
|
|
|
Exhibit 101.PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
Filed herewith
|
|
|
Exhibit 101.CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
Filed herewith
|
|
|
Exhibit 101.LAB
|
XBRL Taxonomy Label Linkbase Document
|
Filed herewith
|
|
|
Exhibit 101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed herewith
|
|
|
Exhibit 104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
Filed herewith
|
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 3, 2023
|
By:
|
/s/ Kevin G. Burke
|
|
Kevin G. Burke, President and Chief Executive Officer
|
||
|
November 3, 2023
|
By:
|
/s/ Jeffrey D. Miller
|
|
Jeffrey D. Miller, Executive Vice President and Chief Financial Officer
|
37
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosureItem 5. Other Information. NoneItem 5. Other InformationItem 6. Exhibits