UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] |
Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
|
|
For the quarterly period ended: March 31, 2005 |
|
|
|
[ ] |
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|
|
For the transition period from to
Commission
file number: 0-8641
SELECTIVE INSURANCE GROUP, INC.
(Exact name of registrant as specified
in its charter)
New Jersey |
22-2168890 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
|
40 Wantage Avenue |
||
Branchville, New Jersey |
07890 |
|
(Address of Principal Executive Offices) |
(Zip Code) |
(973) 948-3000 |
(Registrant's Telephone Number, Including Area Code) |
Indicate by check mark whether the 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 report), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)
Yes [X] No [ ]
As of March 31, 2005, there were 28,361,962 shares of common stock, par value
$2 per share, outstanding.
ITEM 1. FINANCIAL STATEMENTS |
|
|
||
SELECTIVE INSURANCE GROUP, INC. |
|
Unaudited |
||
Consolidated Balance Sheets |
|
March 31, |
December 31, |
|
(in thousands, except share amounts) |
|
2005 |
2004 |
|
ASSETS |
|
|
|
|
Investments: |
|
|
|
|
Fixed maturity securities, held-to-maturity - at amortized cost |
|
|
||
(fair value: $36,755-2005; $42,211-2004) |
$ |
35,785 |
40,903 |
|
Fixed maturity securities, available-for-sale - at fair value |
|
|
|
|
(amortized cost: $2,299,554-2005; $2,247,253-2004) |
|
2,340,380 |
2,325,969 |
|
Equity securities, available-for-sale - at fair value |
|
|
|
|
(cost of: $179,164-2005; $172,900-2004) |
|
328,264 |
331,931 |
|
Short-term investments - (at cost which approximates fair value) |
|
130,159 |
98,657 |
|
Other investments |
|
45,483 |
44,083 |
|
Total investments |
|
2,880,071 |
2,841,543 |
|
Cash |
|
- |
- |
|
Interest and dividends due or accrued |
|
27,060 |
27,947 |
|
Premiums receivable, net of allowance for uncollectible |
|
|
|
|
accounts of: $3,236-2005; $3,236-2004 |
|
484,573 |
430,426 |
|
Other trade receivables, net of allowance for uncollectible |
|
|
|
|
accounts of: $537-2005; $681-2004 |
|
26,577 |
17,478 |
|
Reinsurance recoverable on paid losses and loss expenses |
|
5,635 |
5,841 |
|
Reinsurance recoverable on unpaid losses and loss expenses |
|
205,535 |
218,772 |
|
Prepaid reinsurance premiums |
|
58,170 |
58,264 |
|
Property and Equipment - at cost, net of accumulated |
|
|
|
|
depreciation and amortization of: $91,345-2005; $89,213-2004 |
|
54,378 |
55,144 |
|
Deferred policy acquisition costs |
|
196,676 |
186,917 |
|
Goodwill |
|
43,230 |
43,230 |
|
Other assets |
|
50,029 |
43,838 |
|
Total assets |
$ |
4,031,934 |
3,929,400 |
|
|
|
|||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
Liabilities: |
|
|
|
|
Reserve for losses |
$ |
1,638,020 |
1,609,788 |
|
Reserve for loss expenses |
|
236,540 |
225,429 |
|
Unearned premiums |
|
756,055 |
702,111 |
|
Senior convertible notes |
|
115,937 |
115,937 |
|
Notes payable |
|
147,381 |
147,380 |
|
Current federal income tax |
|
8,330 |
3,127 |
|
Deferred federal income tax |
|
14,529 |
29,803 |
|
Commissions payable |
|
42,131 |
66,881 |
|
Accrued salaries and benefits |
|
54,634 |
50,071 |
|
Other liabilities |
|
129,181 |
96,855 |
|
Total liabilities |
|
3,142,738 |
3,047,382 |
|
|
|
|||
Stockholders' Equity: |
|
|
|
|
Preferred stock of $0 par value per share: |
|
|
||
Authorized shares: 5,000,000; no shares issued or outstanding |
|
|
||
Common stock of $2 par value per share: |
|
|
||
Authorized shares: 180,000,000 |
|
|
||
Issued: 42,982,432-2005; 42,468,099-2004 |
|
85,965 |
84,936 |
|
Additional paid-in capital |
|
138,455 |
142,292 |
|
Retained earnings |
|
752,233 |
721,483 |
|
Accumulated other comprehensive income |
|
123,452 |
154,536 |
|
Treasury stock - at cost (shares: 14,620,470-2005; 14,529,067-2004) |
|
(210,909) |
(206,522) |
|
Unearned stock compensation and notes receivable from stock sales |
|
- |
(14,707) |
|
Total stockholders' equity |
|
889,196 |
882,018 |
|
Commitments and contingencies (Notes 9 and 10) |
|
|
|
|
Total liabilities and stockholders' equity |
$ |
4,031,934 |
3,929,400 |
See accompanying notes to unaudited interim consolidated financial statements.
SELECTIVE INSURANCE GROUP, INC. |
|
Unaudited |
||
Consolidated Statements of Income |
|
Quarter ended |
||
|
|
March 31, |
||
(in thousands, except per share amounts) |
|
2005 |
2004 |
|
Revenues: |
|
|
||
Net premiums written |
$ |
396,778 |
375,262 |
|
Net increase in unearned premiums and prepaid reinsurance premiums |
|
(54,038) |
(59,956) |
|
Net premiums earned |
|
342,740 |
315,306 |
|
Net investment income earned |
|
32,362 |
29,460 |
|
Net realized gains |
|
4,598 |
5,346 |
|
Diversified Insurance Services revenue |
|
27,752 |
24,231 |
|
Other income |
|
854 |
777 |
|
Total revenues |
|
408,306 |
375,120 |
|
|
|
|
|
|
Expenses: |
|
|
||
Losses incurred |
|
177,755 |
176,559 |
|
Loss expenses incurred |
|
40,682 |
33,758 |
|
Policy acquisition costs |
|
106,835 |
97,464 |
|
Dividends to policyholders |
|
1,248 |
1,089 |
|
Interest expense |
|
4,377 |
4,005 |
|
Diversified Insurance Services expenses |
|
24,616 |
22,038 |
|
Other expenses |
|
3,433 |
2,671 |
|
Total expenses |
|
358,946 |
337,584 |
|
|
|
|||
Income before federal income tax and cumulative effect of change in accounting principle |
|
49,360 |
37,536 |
|
|
|
|||
Federal income tax expense: |
|
|
||
Current |
|
12,556 |
8,372 |
|
Deferred |
|
1,198 |
1,636 |
|
Total federal income tax expense |
|
13,754 |
10,008 |
|
|
|
|||
Net income before cumulative effect of change in accounting principle |
|
35,606 |
27,528 |
|
|
|
|
||
Cumulative effect of change in accounting principle, net of tax |
|
495 |
- |
|
|
|
|
|
|
Net income |
$ |
36,101 |
27,528 |
|
|
|
|||
Earnings per share: |
|
|
||
Basic net income before cumulative effect of change in accounting principle |
$ |
1.31 |
1.04 |
|
Basic cumulative effect of change in accounting principle |
|
0.02 |
- |
|
Basic net income |
$ |
1.33 |
1.04 |
|
|
|
|||
Diluted net income before cumulative effect of change in accounting principle |
$ |
1.13 |
0.88 |
|
Diluted cumulative effect of change in accounting principle |
|
0.02 |
- |
|
Diluted net income |
$ |
1.15 |
0.88 |
|
|
|
|
||
Dividends to stockholders |
$ |
0.19 |
0.17 |
See accompanying notes to unaudited interim consolidated financial statements.
SELECTIVE INSURANCE GROUP, INC. |
Unaudited |
|||||||
Consolidated Statements of Stockholders' Equity |
Three Months ended |
|||||||
March 31, |
||||||||
(in thousands, except per share amounts) |
2005 |
2004 |
||||||
Common stock: |
||||||||
Beginning of year |
$ |
84,936 |
83,135 |
|||||
Dividend reinvestment plan |
||||||||
(shares: 8,137-2005; 13,723-2004) |
16 |
28 |
||||||
Convertible subordinated debentures |
||||||||
(shares: 35,024-2005; 9,180 -2004) |
70 |
18 |
||||||
Stock purchase and compensation plans |
||||||||
(shares: 471,172-2005; 491,907-2004) |
943 |
984 |
||||||
End of period |
85,965 |
84,165 |
||||||
Additional paid-in capital: |
||||||||
Beginning of year |
142,292 |
113,283 |
||||||
Dividend reinvestment plan |
357 |
479 |
||||||
Convertible subordinated debentures |
178 |
47 |
||||||
Stock purchase and compensation plans (Note 6) |
(4,372) |
15,745 |
||||||
End of period |
138,455 |
129,554 |
||||||
Retained earnings: |
||||||||
Beginning of year |
721,483 |
612,208 |
||||||
Net income |
36,101 |
36,101 |
27,528 |
27,528 |
||||
Dividends to stockholders |
||||||||
($0.19 per share-2005; $0.17 per share-2004) |
(5,351) |
(4,674) |
||||||
End of period |
752,233 |
635,062 |
||||||
Accumulated other comprehensive income: |
||||||||
Beginning of year |
154,536 |
148,452 |
||||||
Other comprehensive income, (decrease) increase in net unrealized |
||||||||
gains on available-for-sale securities, net of deferred income |
||||||||
tax effect of: $(16,737)-2005; $12,183-2004 |
(31,084) |
(31,084) |
22,626 |
22,626 |
||||
End of period |
123,452 |
171,078 |
||||||
Comprehensive income |
5,017 |
50,154 |
||||||
Treasury stock: |
||||||||
Beginning of year |
(206,522) |
(197,792) |
||||||
Acquisition of treasury stock |
||||||||
(shares 91,403-2005; 78,324-2004) |
(4,387) |
(2,796) |
||||||
End of period |
(210,909) |
(200,588) |
||||||
Unearned stock compensation and notes receivable from stock sales: |
||||||||
Beginning of year |
(14,707) |
(9,502) |
||||||
Unearned stock compensation (Note 6) |
14,641 |
(11,097) |
||||||
Amortization of deferred compensation expense and |
||||||||
amounts received on notes |
66 |
1,790 |
||||||
End of period |
- |
(18,809) |
||||||
Total stockholders' equity |
$ |
889,196 |
800,462 |
The Company also has authorized, but not issued, 5,000,000
shares of preferred stock, without par value of which 300,000 shares have been
designated Series A junior preferred stock without par value.
See accompanying notes to unaudited interim consolidated financial statements.
SELECTIVE INSURANCE GROUP, INC. |
|
Unaudited |
||
Consolidated Statements of Cash Flows |
|
Three Months ended |
||
|
|
March 31, |
||
(in thousands) |
|
2005 |
2004 |
|
OPERATING ACTIVITIES |
|
|
||
Net income |
$ |
36,101 |
27,528 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
||
Increase in reserves for losses and loss expenses, net of reinsurance recoverable |
|
|
||
on unpaid losses and loss expenses |
|
52,580 |
41,371 |
|
Increase in unearned premiums, net of prepaid reinsurance and advance premiums |
|
53,837 |
59,580 |
|
Increase in net federal income tax payable |
|
6,401 |
3,409 |
|
Depreciation and amortization |
|
4,916 |
3,927 |
|
Stock compensation expense |
|
2,369 |
1,767 |
|
Increase in premiums receivable |
|
(54,147) |
(51,618) |
|
Increase in other trade receivables |
|
(9,099) |
(1,506) |
|
Increase in deferred policy acquisition costs |
|
(9,759) |
(12,236) |
|
Decrease in interest and dividends due or accrued |
|
1,036 |
86 |
|
Decrease (Increase) in reinsurance recoverable on paid losses and loss expenses |
|
206 |
(3,313) |
|
Net realized gains |
|
(4,598) |
(5,346) |
|
Cumulative effect of change in accounting principle, net of tax |
|
(495) |
- |
|
Increase (Decrease) in accrued salaries and benefits |
|
4,563 |
(31) |
|
Decrease in accrued insurance expenses |
|
(23,020) |
(15,130) |
|
Other-net |
|
(14,617) |
6,682 |
|
Net adjustments |
|
10,173 |
27,642 |
|
Net cash provided by operating activities |
|
46,274 |
55,170 |
|
|
|
|||
INVESTING ACTIVITIES |
|
|
||
Purchase of fixed maturity securities, available-for-sale |
|
(90,350) |
(94,276) |
|
Purchase of equity securities, available-for-sale |
|
(12,780) |
(18,594) |
|
Purchase of other investments |
|
(2,751) |
(3,157) |
|
Purchase of subsidiaries acquired (net of short-term investments and cash acquired |
|
|
||
Of $4,890 in 2004) |
|
- |
(407) |
|
Sale of fixed maturity securities, available-for-sale |
|
35,759 |
21,751 |
|
Redemption and maturities of fixed maturity securities, held-to-maturity |
|
5,131 |
6,349 |
|
Redemption and maturities of fixed maturity securities, available-for-sale |
|
37,642 |
42,866 |
|
Sale of equity securities, available-for-sale |
|
13,096 |
13,748 |
|
Proceeds from other investments |
|
3,635 |
2,249 |
|
Net additions to property and equipment |
|
(1,906) |
(2,198) |
|
Net cash used in investing activities |
|
(12,524) |
(31,669) |
|
|
|
|||
FINANCING ACTIVITIES |
|
|
||
Dividends to stockholders |
|
(4,784) |
(4,183) |
|
Acquisition of treasury stock |
|
(4,387) |
(2,796) |
|
Net proceeds from stock purchase and compensation plans |
|
4,064 |
4,313 |
|
Cash retained for tax deductibility of the increase in value of equity instruments |
|
2,793 |
- |
|
Repayment of notes receivable from stock sales |
|
66 |
23 |
|
Net cash used in financing activities |
|
(2,248) |
(2,643) |
|
Net increase in short-term investments and cash |
|
31,502 |
20,858 |
|
Short-term investments and cash at beginning of year |
|
98,657 |
23,055 |
|
Short-term investments and cash at end of period |
$ |
130,159 |
43,913 |
|
|
|
|||
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION |
|
|
||
Cash paid during the period for: |
|
|
||
Interest |
$ |
3,298 |
4,094 |
|
Federal income tax |
|
4,560 |
6,600 |
|
Supplemental schedule of non-cash financing activity: |
|
|
||
Conversion of convertible subordinated debentures |
|
248 |
65 |
See accompanying notes to unaudited interim consolidated financial statements.
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Selective Insurance Group, Inc., (Selective) offers property and casualty
insurance products and diversified insurance services and products through its
various subsidiaries. Selective was incorporated in New Jersey in 1977 and its
main offices are located in Branchville, New Jersey. Its common stock is
publicly traded on the NASDAQ National Market®
under the symbol, "SIGI." Selective classifies its business into three
operating segments:
Insurance Operations, which write commercial lines and personal lines property and casualty insurance through independent insurance agents, mainly in 20 states in the Eastern region of the United States;
Investments; and
Diversified Insurance Services, which provide managed care services, human resource administration outsourcing products and services, and federal flood insurance administrative services.
2. Basis of Presentation
These interim consolidated financial statements are unaudited and have been
prepared in accordance with generally accepted accounting principles in the
United States (GAAP) and pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC) regarding interim financial
reporting. Accordingly, they do not include all of the information and
disclosures required by GAAP for complete financial statements. However, they
reflect all normal and recurring adjustments that, in the opinion of management,
are necessary for a fair presentation of the results of the interim periods
presented. These interim consolidated financial
statements cover the first quarters ended March 31, 2005 (First Quarter 2005)
and March 31, 2004 (First Quarter 2004). The results of operations for any
interim period are not necessarily indicative of results for a full year.
Consequently, these interim consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
contained in Selective's Annual Report on Form 10-K for the year ended December
31, 2004.
3. Reclassifications
Certain amounts in Selective's prior year interim consolidated financial
statements and related footnotes have been reclassified to conform to the 2005
presentation. Such reclassification had no effect on Selective's net income or
stockholders' equity.
4. Adoption of Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 123 (revised 2004),
"Share-Based Payment" (FAS 123R), which requires public companies to measure
compensation expense on the income statement for all share-based payments
(including employee stock options) at the grant date fair value of the equity
instruments. Implementation is required for fiscal years beginning after June
15, 2005, however, Selective adopted FAS 123R as of January 1, 2005. See Note 6
for further information regarding the adoption of FAS 123R.
5. Reinsurance
Selective's consolidated financial
statements reflect the effects of assumed and ceded reinsurance transactions.
Assumed reinsurance refers to the acceptance of certain insurance risks that
other insurance entities have underwritten. Ceded reinsurance involves transferring
certain insurance risks (along with the related written and earned premiums)
Selective has underwritten to other insurance companies who agree to share
these risks. The primary purpose of ceded reinsurance is to protect Selective
from potential losses in excess of the amount it is prepared to accept.
A trust fund in the amount of $30.4 million as of March 31, 2005 and $29.3 million as of December 31, 2004, securing a portion of the liabilities ceded to American Re-Insurance Company, is held for the benefit of Selective. Amounts ceded to American Re-Insurance Company, exceeding the available trust fund, represent 14% or $32.6 million as of March 31, 2005 and 13% or $32.9 million as of December 31, 2004 of Selective's consolidated prepaid reinsurance premiums and loss recoverable balances not secured by trust funds, letters of credit, or funds withheld (collateral). In addition, about 55% of Selective's consolidated prepaid reinsurance premiums and net reinsurance recoverable balances not secured by collateral are ceded to two states or federally sponsored pools. Selective ceded $67.7 million in incurred losses through March 31, 2005 and $69.2 million in incurred losses through December 31, 2004 to the New Jersey Unsatisfied Claim Judgment Fund. Selective also ceded $60.5 million in incurred losses through March 31, 2005 and $78.9 million in incurred losses through December 31, 2004 to the National Flood Insurance Program.
Selective's insurance subsidiaries are contingently liable to the extent that any reinsurer becomes unable to meet its contractual obligations. Selective evaluates and monitors the financial condition of its reinsurers under voluntary reinsurance arrangements to minimize its exposure to significant losses from reinsurer insolvencies. On an ongoing basis, Selective reviews amounts outstanding, length of collection period, changes in reinsurance credit standing, and other relevant factors to determine collectibility of reinsurance recoverables. Under Selective's reinsurance arrangements, which are all prospective in nature, reinsurance premiums ceded are recorded as prepaid reinsurance and amortized over the remaining contract period in proportion to the reinsurance protection provided, or recorded periodically, as per terms of the contract, in a direct relationship to the gross premium recording. Reinsurance recoveries are recognized as gross losses are incurred. The following table is a listing of direct, assumed, and ceded amounts by income statement caption.
|
|
Unaudited, |
||
|
|
Quarter ended |
||
|
|
March 31, |
||
(in thousands) |
|
2005 |
|
2004 |
Premiums written: |
|
|
|
|
Direct |
$ |
426,815 |
|
403,107 |
Assumed |
|
5,893 |
|
5,868 |
Ceded |
|
(35,930) |
|
(33,713) |
Net |
$ |
396,778 |
|
375,262 |
|
|
|
|
|
Premiums earned: |
|
|
|
|
Direct |
$ |
369,562 |
|
342,506 |
Assumed |
|
9,202 |
|
8,022 |
Ceded |
|
(36,024) |
|
(35,222) |
Net |
$ |
342,740 |
|
315,306 |
|
|
|
|
|
Losses and loss expenses incurred: |
|
|
|
|
Direct |
$ |
229,887 |
|
222,369 |
Assumed |
|
7,732 |
|
6,959 |
Ceded |
|
(19,182) |
|
(19,011) |
Net |
$ |
218,437 |
|
210,317 |
Flood business, which we cede 100% to the federal government's National Flood
Insurance Program (NFIP), is included in the above amounts as follows:
Unaudited, |
||||
Quarter ended |
||||
March 31, |
||||
(in thousands) |
2005 |
|
2004 |
|
Ceded premiums written |
$ |
(20,164) |
(16,124) |
|
Ceded premiums earned |
(19,783) |
(16,576) |
||
Ceded losses and loss expenses incurred |
(7,609) |
(5,057) |
Ceded premiums increased primarily due to an increase in our flood business.
6. Share-Based
Payments
Selective has several share-based compensation plans. Historically, Selective
has used the accounting method prescribed by Accounting Principles Board
Opinion No. 25 "Accounting for Stock Issued to Employees," (APB 25) as was
permitted by FASB Statement No. 123 "Accounting for Stock Based Compensation"
(FAS 123), to account for its share-based compensation plans. Effective
January 1, 2005, Selective early-adopted the FASB Statement of Financial
Accounting Standards No. 123 (Revised 2004), "Share-Based Payments" (FAS 123R),
which replaces FAS 123 and supercedes APB 25 using the modified prospective
application provisions. FAS 123R applies to all share-based payment
transactions in which an entity acquires goods or services by issuing (or
offering to issue) its shares, share options, or other equity instruments. FAS
123R requires that the cost resulting from all share-based payment transactions
be recognized in the financial statements.
The following is a pro forma application of FAS 123 for the quarter ended March 31, 2004. The Consolidated Statements of Income were originally prepared in accordance with APB 25.
Unaudited, |
||
Quarter ended |
||
March 31, |
||
(in thousands, except per share amounts) |
2004 |
|
Net income, as reported |
$ |
27,528 |
Add: Stock-based employee compensation reported in net |
|
|
income, net of related tax effect |
1,205 |
|
Deduct: Total stock-based employee compensation expense |
|
|
determined under fair value-based method for all awards, |
|
|
net of related tax effects |
(2,144) |
|
Pro forma net income |
$ |
26,589 |
|
||
Net income per share: |
|
|
Basic - as reported |
$ |
1.04 |
Basic - pro forma |
1.00 |
|
Diluted - as reported |
0.88 |
|
Diluted - pro forma |
0.85 |
In determining the expense to be recorded for stock options within Selective's various plans, the fair value of each option award is estimated on the date of grant using the Black Scholes option valuation model. The significant assumptions utilized in applying the Black Scholes option valuation model are the risk-free interest rate, expected term, dividend yield, and expected volatility. The risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. The expected term of an option award is based on historical experience of similar awards. The dividend yield is determined by dividing the expected per share dividend during the coming year by the grant date stock price. The expected volatility is based on the volatility of Selective's stock price over a historical period comparable to the expected term. The weighted average assumptions used by Selective in applying the Black Scholes valuation model are illustrated in the following table:
|
All Other Option Plans |
|
|
Employee Stock Purchase Plan |
|||||||||
|
2005 |
|
2004 |
|
|
|
|
2005 |
|
2004 |
|
|
|
Risk-free interest rate |
|
3.99 |
% |
3.60 |
% |
|
|
|
2.58 |
% |
1.02 |
% |
|
Expected term |
|
7 years |
|
7 years |
|
|
|
|
6 months |
|
6 months |
|
|
Dividend yield |
|
1.7 |
% |
1.9 |
% |
|
|
|
1.7 |
% |
2.1 |
% |
|
Expected volatility |
|
26 |
% |
26 |
% |
|
|
|
30 |
% |
30 |
% |
|
The expense to be recorded for restricted stock awards and stock compensation for nonemployee directors described below is determined utilizing the number of awards granted and the grant date market value.
Under FAS 123R the compensation expense for the various share-based compensation plans that has been charged against income before cumulative effect of change in accounting principle before tax was $2.2 million in First Quarter 2005 with a corresponding income tax benefit of $0.7 million. In accordance with APB 25, Selective had compensation expense that was charged against income before tax of $1.8 million with a corresponding income tax benefit of $0.6 million for First Quarter 2004.
During the vesting period, dividends are earned and held in escrow on the restricted shares subject to the same vesting period and conditions as set forth in the award agreement. Effective September 3, 1996, dividends earned on the restricted shares are reinvested in Selective's common stock at fair value. Selective issued through the dividend reinvestment feature (net of forfeitures), restricted shares of 877 in First Quarter 2005 and 1,805 in First Quarter 2004, from the dividend reinvestment plan reserves.
Stock Option Plan III
In May 2002, the stockholders approved Selective's Stock Option Plan
III, which has 1,035,669 shares of Selective's common stock available for
issuance at March 31, 2005. The plan permits the granting of qualified and
nonqualified stock options with or without stock appreciation rights (SARs),
and restricted or unrestricted stock at not less than fair value on the date of
the grant and may be subject to certain vesting periods and performance
requirements as determined by the SEBC in its sole discretion. Each option
grant must be exercised within ten years from the date of the grant. Under
this plan, Selective granted options for 105,663 shares in First Quarter 2005
and 104,600 shares in First Quarter 2004.
Selective also granted total restricted shares of 312,876 in First Quarter 2005 and 314,984 for First Quarter 2004 and experienced forfeitures of 1,670 shares for First Quarter 2005 and 13,137 shares for First Quarter 2004. Dividends earned on the restricted shares are reinvested in Selective's common stock at fair value. Selective issued through the dividend reinvestment feature (net of forfeitures) 3,639 restricted shares in First Quarter 2005 and 2,364 restricted shares in First Quarter 2004, from the dividend reinvestment plan reserves.
Employee Stock Purchase
Plan
Under Selective's Employee Stock Purchase Plan, there are 268,282
shares of common stock available for purchase. This plan is available to all
employees who meet the eligibility requirements and provides for the issuance
of options to purchase shares of common stock. The purchase price is the lower
of: (i) 85% of the closing market price at the time the option is granted or
(ii) 85% of the closing price at the time the option is exercised. Selective
did not issue shares to employees in First Quarter 2005 or First Quarter 2004.
Shares are generally issued on June 30 and December 31 of each year.
Stock Option Plan for
Directors
Under Selective's Stock Option Plan for Directors, 631,000 shares of
Selective's common stock are available for issuance. Each director who is not a
full-time employee of Selective participates in the plan and automatically
receives a nonqualified option to purchase 3,000 shares of common stock at not
less than fair value on March 1 of each year. Each option becomes exercisable
one year after the option was granted and expires no more than ten years from
the date the option is granted. Under this plan, Selective granted 33,000
options in First Quarter 2005 and 30,000 options in First Quarter 2004.
Stock Compensation Plan
for Nonemployee Directors
In May 1996, the stockholders approved the Stock Compensation Plan for
Nonemployee directors, effective January 1, 1997. The purpose of this plan is
to provide for the payment of the annual compensation for the directors'
services in shares of Selective's common stock. The amount of common shares
available for issuance under the plan is 322,794. Selective issued 1,082 shares
during First Quarter 2005 and 1,342 shares during First Quarter 2004. The plan
was amended, effective January 1, 2001, to permit the directors to elect to
receive up to 50% of their compensation under the plan in cash for each calendar
year. Each non-employee director must elect on or before December 20th
of each year how compensation for the following year will be paid.
|
|
2005 |
|
2004 |
|
Stock option plans |
$ |
13.14 |
|
9.65 |
|
Restricted stock |
|
45.05 |
|
34.82 |
|
Stock Compensation for Nonemployee Directors |
|
44.00 |
|
32.15 |
|
Employee stock purchase plan (ESPP): |
|
|
|
|
|
Six month option |
|
3.24 |
|
2.31 |
|
15% of grant date market value |
|
6.57 |
|
4.84 |
|
Total ESPP |
$ |
9.81 |
|
7.15 |
|
A summary of the option transactions under Selective's stock option plans is as follows:
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
Average |
|
|
|
|
|
|
Average |
|
Remaining |
|
Aggregate |
|
|
Number |
|
Exercise |
|
contractual |
|
Intrinsic Value |
|
|
of shares |
|
Price |
|
Life in years |
|
($ in thousands) |
Outstanding at January 1, 2005 |
|
927,276 |
$ |
22.90 |
|
|
|
|
Granted 2005 |
|
138,663 |
|
44.60 |
|
|
|
|
Exercised 2005 |
|
(124,636) |
|
21.72 |
|
|
|
|
Forfeited or expired 2005 |
|
(1,200) |
|
18.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2005 |
|
940,103 |
$ |
26.26 |
|
5.8 |
$ |
18,769 |
Exercisable at March 31, 2005 |
|
801,440 |
$ |
23.09 |
|
5.2 |
$ |
18,543 |
The total intrinsic value of options exercised was $3.2 million during the First Quarter 2005 and $2.9 million during the First Quarter 2004.
A summary of the restricted stock transactions under Selective's stock option plans is as follows:
|
|
|
|
Weighted |
|
|
|
|
Average |
|
|
Number |
|
Grant Date |
|
|
of shares |
|
Fair value |
|
|
|
|
|
Restricted Stock Awards at January 1, 2005 |
|
953,438 |
$ |
26.69 |
Granted 2005 |
|
312,876 |
|
45.05 |
Vested 2005 |
|
(178,908) |
|
22.71 |
Forfeited 2005 |
|
(2,370) |
|
28.21 |
|
|
|
|
|
Restricted Stock Awards at March 31, 2005 |
|
1,085,036 |
$ |
32.64 |
As of March 31, 2005, there was $22.5 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under Selective's stock plans. That cost is expected to be recognized over a weighted-average period of 2.4 years. The total fair value of restricted stock shares vested during the period was $8.6 million for the First Quarter 2005 and $4.6 million for the First Quarter 2004. In connection with the restricted stock vesting, the total fair value of the dividend reinvestment plan shares that also vested during the period was $0.8 million in First Quarter 2005 and $0.5 million in First Quarter 2004.
7. Segment Information
Selective has classified its operations into three segments, the disaggregated
results of which are reported to and used by Selective's senior management to
manage Selective:
Insurance Operations (commercial lines and personal lines), which are evaluated based on GAAP underwriting results (net premiums earned, incurred losses and loss expenses, policyholders dividends, policy acquisition costs and other underwriting expenses) and statutory combined ratios;
Investments, which are evaluated based on after-tax net investment income and net realized gains and losses; and
Diversified Insurance Services (flood insurance, human resource administration outsourcing and managed care), which, because they are not dependent on insurance underwriting cycles, are evaluated based on several measures including, but not limited to, results of operations in accordance with GAAP.
Selective does not aggregate any of its operating segments.
The Insurance Operations and Diversified Insurance Services segments share either complementary (common marketing or distribution system) or vertical (one business uses another's products or services in its own product or supply output) services. Selective's commercial and personal lines property and casualty insurance products, flood insurance, and HR administration outsourcing products are sold through appointed independent insurance agents. Selective's managed care business provides services to its property and casualty insurance claims operations and to other insurance carriers. Selective and its subsidiaries also provide services to each other in the normal course of business. These transactions totaled $6.8 million in First Quarter 2005 and $6.4 million in First Quarter 2004. These transactions were eliminated in all consolidated statements.
In computing the results of each segment, no adjustment is made for interest expense, net general corporate expenses or federal income taxes. Selective does not maintain separate investment portfolios for the segments and, therefore, does not allocate assets to the segments. The following summaries present revenues (net investment income and net realized gains on investments in the case of the Investments segment) and pre-tax income for the individual segments:
|
Unaudited, |
|||
Revenue by segment |
|
Quarter ended |
||
|
|
March 31, |
||
(in thousands) |
|
2005 |
|
2004 |
Insurance Operations: |
|
|
||
Commercial automobile net premiums earned |
$ |
77,649 |
|
72,458 |
Workers' compensation net premiums earned |
69,253 |
62,960 |
||
General liability net premiums earned |
86,016 |
72,167 |
||
Commercial Property net premiums earned |
40,210 |
36,645 |
||
Business owners' policy net premiums earned |
11,921 |
12,226 |
||
Bonds net premiums earned |
3,862 |
3,020 |
||
Other net premiums earned |
215 |
221 |
||
Total commercial lines net premiums earned |
289,126 |
259,697 |
||
Personal automobile net premiums earned |
42,991 |
45,884 |
||
Homeowners' net premiums earned |
9,049 |
8,285 |
||
Other net premiums earned |
1,574 |
1,440 |
||
Total personal lines net premiums earned |
53,614 |
55,609 |
||
Miscellaneous income |
840 |
746 |
||
Total insurance operations revenues |
343,580 |
316,052 |
||
Investments: |
||||
Net investment income |
32,362 |
29,460 |
||
Net realized gain on investments |
4,598 |
5,346 |
||
Total investment revenues |
36,960 |
34,806 |
||
Diversified Insurance Services: |
|
|||
Human resource administration outsourcing |
|
15,607 |
13,046 |
|
Flood insurance |
|
6,892 |
5,727 |
|
Managed Care |
4,538 |
4,850 |
||
Other |
715 |
608 |
||
Total diversified insurance services revenues |
27,752 |
24,231 |
||
Total all segments |
408,292 |
375,089 |
||
|
||||
Other income |
14 |
31 |
||
Total revenues |
$ |
408,306 |
375,120 |
|
Unaudited, |
|||
Income, before federal income tax by segment |
|
Quarter ended |
||
|
|
March 31, |
||
(in thousands) |
|
2005 |
|
2004 |
Insurance Operations: |
|
|
|
|
Commercial lines underwriting |
$ |
13,536 |
|
9,788 |
Personal lines underwriting |
|
3,110 |
|
(3,063) |
Underwriting income, before federal income tax |
|
16,646 |
|
6,725 |
|
|
|
|
|
Investments: |
|
|
|
|
Net investment income |
|
32,362 |
|
29,460 |
Net realized gain on investments |
|
4,598 |
|
5,346 |
Total investment income, before federal income tax |
|
36,960 |
|
34,806 |
|
|
|
|
|
Diversified Insurance Services: |
|
|
|
|
Income before federal income tax |
|
3,136 |
|
2,193 |
|
|
|
|
|
Total all segments |
|
56,742 |
|
43,724 |
|
|
|
|
|
Interest expense |
|
(4,377) |
|
(4,005) |
General corporate expenses |
|
(3,005) |
|
(2,183) |
|
|
|
|
|
Income before federal income tax and cumulative effect of change in accounting principle |
$ |
49,360 |
|
37,536 |
8. Retirement Plans
|
|
Retirement Income Plan |
|
Postretirement Plan |
||||||||||
|
|
Unaudited |
|
Unaudited |
||||||||||
|
|
Quarter Ended |
|
Quarter Ended |
||||||||||
(in thousands) |
|
March 31, |
|
March 31, |
||||||||||
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
||||||
Components of Net Periodic Benefit Cost: |
|
|
|
|||||||||||
Service cost |
$ |
1,798 |
|
1,402 |
100 |
83 |
||||||||
Interest cost |
|
1,854 |
|
1,808 |
95 |
96 |
||||||||
Expected return on plan assets |
|
(2,253) |
|
(1,672) |
- |
- |
||||||||
Amortization of unrecognized transition obligation |
|
- |
|
- |
- |
- |
||||||||
Amortization of unrecognized prior service cost |
|
38 |
|
53 |
(8) |
(8) |
||||||||
Amortization of unrecognized net loss |
|
288 |
|
286 |
- |
- |
||||||||
Net periodic cost |
$ |
1,725 |
|
1,877 |
187 |
171 |
||||||||
|
|
|||||||||||||
Weighted-Average Expense Assumptions |
|
|
||||||||||||
for the years ended December 31: |
|
|
||||||||||||
Discount rate |
|
5.75 |
% |
6.25 |
5.75 |
|
6.25 |
|||||||
Expected return on plan assets |
|
8.00 |
% |
8.25 |
- |
|
- |
|||||||
Rate of compensation increase |
|
4.00 |
% |
5.00 |
4.00 |
|
5.00 |
|||||||
Selective disclosed in Note 15 of Item 8. "Financial Statements and Supplementary Data" of its Annual Report on Form 10-K for the year ended December 31, 2004, that it expected to contribute $8.0 million to the retirement income plan in 2005. As of March 31, 2005, $8.0 million was contributed. Selective does not anticipate making any further contributions to the retirement income plan during 2005.
9. Commitments and Contingencies
Included in Other investments is approximately $45.5 million of investments in
limited partnerships as of March 31, 2005, and $44.1 million as of December 31,
2004. At March 31, 2005, Selective has an additional limited partnership
investment commitment of up to $44.2 million; but there is no certainty that
any such additional investment will be required.
11. Subsequent Event
The Omnibus Stock Plan (Stock Plan) and the Cash Incentive Plan were adopted
and approved by the Board of Directors effective as of April 1, 2005, which were
subsequently approved by stockholders' on April 27, 2005. Under the Stock Plan, the Salary and Employee
Benefits Committee (SEBC) may grant stock options, stock appreciation rights,
restricted stock, phantom stock, stock bonuses, and other awards in such
amounts and with such terms and conditions as the SEBC shall determine, subject
to the provisions of the Plan. Each award granted under the Plan (except
unconditional stock bonuses and the cash component of Director compensation)
shall be evidenced by an agreement, which shall contain such provisions as the
SEBC may in its sole discretion deem necessary or desirable and which are not
in conflict with the terms of the Plan. With the
adoption and approval of this Plan, no further grants shall be made under the
Selective Stock Option Plan III, the Stock Option Plan for Directors, or the
Stock Compensation Plan for Nonemployee Directors, as amended (Prior Plans).
Awards outstanding under each of these Prior Plans as of the date of such
stockholder approval shall continue in effect according to the terms of the
applicable Prior Plans and any applicable agreements evidencing such Prior Plan
Awards.
Effective April 26, 2005, the Board of Directors approved a new stock repurchase plan of 5.0 million shares over the next two years, and cancelled the existing stock repurchase program which had 2.4 million shares remaining and was scheduled to expire on November 30, 2005.
FORWARD-LOOKING
STATEMENTS
In this Quarterly Report on Form 10-Q, Selective and its management discuss and make statements
regarding their intentions, beliefs, current expectations, and projections
regarding Selective's future operations and performance. Such statements are
"forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
often identified by words such as "anticipates," "believes,"
"expects," "will," "should" and "intends" and their negatives. Selective and
its management caution prospective investors that such forward-looking
statements are not guarantees of future performance. Risks and uncertainties are
inherent in Selective's future performance. Factors that could cause actual
results to differ materially from those indicated by such forward-looking
statements include, but are not limited to, those discussed under "Risk
Factors" in "Item 7 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Selective's Annual
Report on Form 10-K for the fiscal year ended December 31, 2004 (Annual
Report). Those portions of the Annual Report are incorporated by reference into
this report. Selective and its management make forward-looking statements
based on currently available information and assume no obligation to update
these statements due to changes in underlying factors, new information, future
developments, or otherwise.
Factors that could cause our actual results to differ materially from those
projected, forecasted or estimated by us in forward-looking statements,
include, but are not limited to:
the frequency and severity of catastrophic events, including, but not limited to, hurricanes, tornadoes, windstorms, earthquakes, hail, severe winter weather, fires, explosions and terrorism;
adverse economic, market, regulatory, legal or judicial conditions;
the concentration of our business in a number of east coast and midwestern states;
the adequacy of our loss reserves;
the adequacy of our loss expense reserves;
the cost and availability of reinsurance;
our ability to collect on reinsurance and the solvency of our reinsurers;
uncertainties related to insurance premium rate increases and business retention;
changes in insurance regulations that impact our ability to write and/or cease writing insurance policies in one or more states particularly changes in New Jersey automobile insurance laws and regulations;
our ability to maintain favorable ratings from A.M. Best, Standard & Poor's, Moody's and Fitch;
fluctuations in interest rates and the performance of the financial markets;
our entry into new markets and businesses; and
other risks and uncertainties we identify in this report and other filings with the Securities and Exchange Commission.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The purpose of the Management's Discussion and Analysis is to provide
an understanding of Selective Insurance Group, Inc and subsidiaries'
(Collectively, Selective or the Company) consolidated results of operations and
financial position. It begins with an overview of the Company and its First
Quarter 2005 results and full year 2005 outlook. This overview is then followed
by a more detailed discussion of Selective's results of operations. This
discussion should be read in conjunction with Selective's consolidated
financial statements on Form 10-K of our Annual Report for the year-ended
December 31, 2004 and Item 1. Financial Statements on this Form 10-Q.
Executive Summary
Selective operates through its three business segments: (i) Insurance
Operations (ii) Diversified Insurance Services, and (iii) Investments.
Selective's Insurance Operations segment sells its property and casualty
insurance products and services through six insurance subsidiaries. The
insurance subsidiaries were the nation's 54th largest property and
casualty group based on the combined statutory net premiums written, or
premiums for all sold policies, of its insurance subsidiaries in A.M. Best's
2003 list of "Top Property/Casualty Writers." The Insurance Operations segment
markets its property and casualty insurance products through a select group of
approximately 750 independent insurance agencies in 20 states in the Eastern
region of the United States. The Insurance Operations segment is built on a
foundation of personal relationships with these local independent insurance
agents. These agents have an informed, front line perspective that benefits
policyholders as well as the insurance subsidiaries, helping to create
profitability and value for stockholders. The insurance subsidiaries' primary
strategy is to continue to build relationships with well-established,
independent insurance agents and carefully monitor each agent's profitability,
financial stability, staff, and mix of business against plans that the
insurance subsidiaries develop annually with the agent. The insurance
subsidiaries have 74 field underwriters, known as agency management specialists
(AMS), which live in the geographic vicinity of their appointed independent
agents. This enables the AMSs to provide prompt and personalized service, gain
firsthand knowledge of the underwriting risks, and are fully authorized
decision makers. The insurance subsidiaries are also differentiated by their
commitment to providing exceptional claims service to their policyholders. The
insurance subsidiaries employ approximately 130 field claims adjusters, known
as claim management specialists (CMS). Like AMSs, CMSs live in the geographic
vicinity of the appointed independent agents enabling them to conduct on-site
inspections of losses, obtain better knowledge about potential exposures, and
settle claims faster and more accurately, with higher levels of customer
satisfaction.
The Company's overall financial strength also provides a competitive advantage in the marketplace, and directly impacts where agents place their business. Only 7% of commercial lines companies have "A+" or higher ratings from A.M. Best, and we have been rated "A+" for 43 consecutive years. This is an important factor as the property and casualty insurance market becomes increasingly more competitive. Pricing in the Property and Casualty industry is cyclical. From 2000 through 2004, commercial renewal pricing was increasing, resulting in improved earnings. In 2004, the rate of increase had significantly diminished and actually declined in some segments of the market. This trend continued during First Quarter 2005 as Selective's commercial renewal pricing increased 6% including exposure and only 2% excluding exposure. Although pricing pressure is an indication of higher levels of competition in the marketplace as companies try to increase market share, industry fundamentals are conducive to sound pricing. Those fundamentals include the following: (i) a low interest rate environment, (ii) increasing loss cost trends (iii) higher reinsurance costs than historic levels, (iv) rating agency pressures to maintain operating returns, and (v) greater information availability and transparency in the industry. A GAAP combined ratio of approximately 95% for Selective, equates to a return on average equity of approximately 15%. As the pricing environment and industry fundamentals continue to change, Selective must continually balance the competitive pressures to reduce prices with preservation of the franchise and providing returns to stockholders. Ultimately we strive to outperform the industry regardless of the market conditions.
Selective's Investment segment is designed to preserve capital and generate earnings through the investment of cash flows from the Insurance and Diversified Insurance Services segments. The Investment segment's philosophy is to maximize after-tax returns over extended periods of time while providing liquidity and preserving assets and stockholders' equity. Selective's investment portfolio consists primarily of fixed maturity investments, but it also holds short-term investments, equity securities, and other investments. Selective believes that a prudent level of investment in equity securities and other non-market correlated investments within the portfolio are likely to enhance after-tax returns without significantly increasing the risk profile of the portfolio when considered over long periods of time, and balanced with leverage and insurance risk considerations.
In order to address ongoing changes in the Property and Casualty marketplace, the Company has several key strategies to achieve its performance objectives over the next several years:
Market Planning - identifies organic growth opportunities by examining business demographics to target opportunities in underserved markets and identify potential growth areas that may require additional agent or field underwriter deployment;
Knowledge Management - utilizes data mining to gain access to the myriad of business information gathered through the underwriting process, organize it and use that information to enhance underwriting and pricing decisions;
Expense Management - encourages employees to be more cost conscious, eliminate non value-added work, and eliminate expense creep. The Company is establishing efficiency measurements to drive performance in its underwriting and claims units; and
Capital Management - focuses on maximizing stockholder returns by operating the Company at an appropriate financial leverage and operating leverage amounts within the confines of market conditions and rating agency tolerance of leverage. Tools to manage this initiative are debt issuance and retirement, dividends and the share repurchase program.
The table below provides highlights of financial performance of the Company for First Quarter 2005 and First Quarter 2004:
Financial Highlights |
March 31, |
|
March 31 |
|
(dollars in thousands, except per share amounts) |
2005 |
|
2004 |
|
Net premiums written |
$ |
396,778 |
375,262 |
|
Net premiums earned |
342,740 |
315,306 |
||
Diversified Insurance Services revenue |
27,752 |
24,231 |
||
Net investment income earned |
32,362 |
29,460 |
||
Net realized gains |
4,598 |
5,346 |
||
Net Income before cumulative effect of change in accounting principle |
35,606 |
27,528 |
||
Net income |
36,101 |
27,528 |
||
Diluted net income before cumulative effect of change in accounting principle per share |
1.13 |
0.88 |
||
Diluted net income per share |
1.15 |
0.88 |
||
Diluted Weighted-Average Outstanding Shares |
32,151 |
32,218 |
||
Statutory combined ratio |
93.5 |
% |
95.7 |
|
GAAP Combined ratio |
95.1 |
% |
97.9 |
|
Annualized return on average equity |
16.3 |
% |
14.2 |
The Investments segment produced net investment income earned for First Quarter 2005 of $32.4 million compared to $29.5 million for First Quarter 2004. Net investment income earned increased as a result of the higher investment base of $2.9 billion in First Quarter 2005, compared to $2.5 billion in First Quarter 2004. The increased investment base was largely due to strong operating cash flows in both First Quarter 2005 of $46.3 million and full year 2004 of $367.1 million. Lower investment rates available in the marketplace compared to our blended portfolio yield reduced the overall pre-tax investment yield to 4.5% for First Quarter 2005, compared to 4.8% for First Quarter 2004. The Investments segment also included net realized gains of $4.6 million in First Quarter 2005 compared to $5.3 million in First Quarter 2004.
The Diversified Insurance Services segment produced $27.8 million of revenue and $2.1 million of net income for First Quarter 2005, compared to $24.2 million of revenue and $1.5 million of net income for First Quarter 2004. The Diversified Insurance Services segment's after tax return on revenue increased to 7.4% for First Quarter 2005, compared to 6.1% for First Quarter 2004. These improved results were fueled by continued strong performance from the flood operation. Improvements in the HR outsourcing operation were driven by 2004 pricing improvements and increased worksite lives. Improvements in the managed care operation were attributable to expense reduction initiatives that included a 10% reduction in their workforce during 2004.
The overall strong performance in these three segments resulted in an increase in total revenue of 9% to $408.3 million in First Quarter 2005 compared to $375.1 million in First Quarter 2004. Net income increased 31% to $36.1 million in First Quarter 2005 compared to $27.5 million in First Quarter 2004. Given the Company's strong First Quarter 2005 results coupled with the strategies discussed above and barring excessive catastrophe losses, the Company expects continued earnings momentum in 2005, which should result in:
A GAAP combined ratio below 96%;
An overall Statutory combined ratio under 95%;
Increased after-tax investment income by 6% compared to 2004; and
Diversified Insurance Services revenue growth of 11% and return on revenue of 7%.
Results of Operations
Insurance Operations
Unaudited, |
||||
All Lines |
Quarter ended |
|||
|
March 31, |
|||
($ in thousands) |
2005 |
|
2004 |
|
GAAP Insurance Operations Results: |
||||
Net premiums written |
$ |
396,778 |
375,262 |
|
Net premiums earned |
$ |
342,740 |
315,306 |
|
Less: |
||||
Losses and loss expenses incurred |
218,437 |
210,317 |
||
Net underwriting expenses incurred |
106,409 |
97,175 |
||
Dividends to policyholders |
1,248 |
1,089 |
||
Underwriting income |
$ |
16,646 |
6,725 |
|
GAAP Ratios: |
||||
Loss and loss expense ratio |
63.7 |
% |
66.7 |
|
Underwriting expense ratio |
31.0 |
% |
30.9 |
|
Dividends to policyholders ratio |
0.4 |
% |
0.3 |
|
Combined ratio |
95.1 |
% |
97.9 |
The loss and loss expense ratio decreased 3.0 points to 63.7% for First Quarter 2005 compared to 66.7% for First Quarter 2004. The improvements in the loss and loss expense ratio were primarily due to a reduction in weather-related catastrophe losses coupled with Personal Lines improvements primarily attributable to the personal automobile line of business. For further information, see the discussion of "Commercial Lines Results" and "Personal Lines Results," which follows.
The underwriting expense ratio increased 0.1 points to 31.0% in First Quarter 2005 compared to 30.9% in First Quarter 2004. Although the underwriting expense ratio remained relatively flat, a detailed discussion of the components of this ratio is further discussed within the "Commercial Lines Results" and "Personal Lines Results" sections that follow.
Commercial Lines Results
Unaudited, |
||||
Commercial Lines |
Quarter ended |
|||
|
March 31, |
|||
($ in thousands) |
2005 |
2004 |
||
GAAP Insurance Operations Results: |
||||
Net premiums written |
$ |
348,168 |
319,998 |
|
Net premiums earned |
$ |
289,126 |
259,697 |
|
Less: |
||||
Losses and loss expenses incurred |
180,937 |
166,381 |
||
Net underwriting expenses incurred |
93,405 |
82,439 |
||
Dividends to policyholders |
1,248 |
1,089 |
||
Underwriting income |
$ |
13,536 |
9,788 |
|
GAAP Ratios: |
||||
Loss and loss expense ratio |
62.6 |
% |
64.1 |
|
Underwriting expense ratio |
32.3 |
% |
31.7 |
|
Dividends to policyholders ratio |
0.4 |
% |
0.4 |
|
Combined ratio |
95.3 |
% |
96.2 |
Commercial Lines accounted for approximately 84% of our net premiums written for the twelve months ended March 31, 2005 compared with 83% for the same period last year. Net premiums written increased $28.2 million, or 9%, to $348.2 million for First Quarter 2005 compared to $320.0 First Quarter 2004. First Quarter 2005 net premiums earned were $289.1 million, an increase of 11% over First Quarter 2004 net premiums earned of $259.7 million. The main factors contributing to this overall improvement were: (i) $62.5 million in net new business written for First Quarter 2005, a 9% decrease when compared with $69.0 million in net new business written for First Quarter 2004; (ii) year-on-year retention that held steady in excess of 80% for First Quarter 2005; and (iii) renewal premium price increases, including exposure, that averaged 6% in First Quarter 2005 compared with 10% in First Quarter 2004.
As expected, the marketplace is growing increasingly competitive and Selective is experiencing much greater pricing pressure, but the Company believes the commercial marketplace can still provide opportunities for profitable growth. Regional carriers have increased market share three points over the past four years, and there is no commercial lines market leader. In an effort to increase Selective's market share, the Company has established certain strategic initiatives including "market planning," which identifies organic growth opportunities by examining business demographics to target opportunities in underserved markets and identify potential growth areas that may require additional agent or field underwriter deployment. Selective's commercial lines premium of $1 billion in 2004 represents a 1% market share in our 20 primary states, indicating substantial additional opportunity in our current operating territories.
While the Company is experiencing greater competition and pricing, the past five years of ongoing underwriting, pricing and loss control initiatives have resulted in strong Commercial Lines loss and loss expense ratios of 62.6% in First Quarter 2005 and 64.1% in First Quarter 2004. The improvement in the loss and loss expense ratio is attributable to lower weather-related catastrophe losses, which accounted for only 0.1 points of the loss and loss expense ratio for First Quarter 2005 compared with 1.6 points in First Quarter 2004. Additionally, loss trends for the Company's overall commercial lines business were down approximately 1% for the twelve months ending March 31, 2005. Excluding workers' compensation loss trends, which were up approximately 6% for the same period, overall loss trends for commercial lines business were down approximately 4%. For additional information regarding workers' compensation see the discussion below.
The underwriting expense ratio increased 0.6 points to 32.3% in First Quarter 2005 compared to 31.7% in First Quarter 2004. The increase is primarily attributable to increases in profit-based incentive compensation to employees and supplemental commissions to agents of $2.0 million, coupled with the ongoing costs of complying with Section 404 of the Sarbanes-Oxley Act, which increased $0.1 million compared to First Quarter 2004.
Commercial Automobile
The Company's commercial automobile line of business had $90.5 million of statutory
net premiums written in First Quarter 2005, or 26% of total commercial lines
net premiums written, compared to $85.7 million and 27% in First Quarter 2004.
The statutory combined ratio was 85.3% in First Quarter 2005, compared to 84.9%
in First Quarter 2004. This line continues to be favorably impacted by price
increases, stricter underwriting standards, including a changed vehicle mix
which reduced the percentage of extra-heavy vehicles covered, and the removal
of certain classes of business that we determined to be unprofitable.
General Liability
The Company's general liability line of business had $104.2 million of
statutory net premiums written in First Quarter 2005, or 30% of total
commercial lines net premiums written, compared to $90.1 million and 28% in
First Quarter 2004. The statutory combined ratio was 95.1% in First Quarter
2005, compared to 90.2% in First Quarter 2004. First Quarter 2005 had slightly
more losses than First Quarter 2004 due to natural volatility in this line of
business. Overall the Company's performance in the line reflects the past five
years of ongoing underwriting, pricing and loss control initiatives.
Workers' Compensation
The Company's workers' compensation line
of business had $91.0 million of statutory net premiums written in First
Quarter 2005, or 26% of total commercial lines net premiums written, compared
to $84.9 million and 26% in First Quarter 2004. The statutory combined ratio
was 108.9% in First Quarter 2005, compared to 101.6% in First Quarter 2004.
Over the last six years, loss trends for workers' compensation averaged 4.2%,
driven by loss trends of 7.1% for medical losses. In an attempt to control
escalating medical costs, the Company is improving its service networks to
achieve greater managed care discounts, and establishing a more aggressive
back-to-work program to control claim costs. Selective continues to implement
enhanced loss control efforts, which include OSHA certification training for
contractors and the direct involvement of Selective's loss control
professionals on insured workplace safety committees. The Knowledge Management
initiative will enable us to segment workers' compensation risks and identify
more precisely which risks are profitable and should be grown, and which
should be reduced. As a result, the Company is writing more non-contracting
workers' compensation accounts through our One and Done system, which
traditionally has performed over 10 points better than our other business. While overall this line is not yet performing at an
acceptable level, it remains an important component of the Company's highly
profitable commercial account business. For the First Quarter 2005 compared to
First Quarter 2004, workers' compensation policy count was flat, whereas the
overall commercial lines policy count increased approximately 6%. Workers'
compensation renewal price increases were up just over 10%, including a 9% pure
rate increase in New Jersey, which represents 24% of workers' compensation
premium.
Commercial Property
The Company's commercial property line of business had $45.8 million of statutory net premiums written in First Quarter 2005, or 13% of total commercial lines net premiums written, compared to $41.6 million or 13% in First Quarter 2004. The statutory combined ratio was 77.3% in First Quarter 2005, compared to 94.3% in First Quarter 2004. There were minimal weather-related catastrophe losses during First Quarter 2005 compared to 7.4 points during First Quarter 2004. The additional improvement in the statutory combined ratio is primarily attributable to underwriting improvements that have been made over the past several years, which include better insurance to value estimates across our book of business; a shift to risks of better construction quality and newer buildings; and an overall focus on low-to-medium hazard property exposures.
Business Owners' Policy (BOP)
The Company's business owners' policy line of business had $12.0 million of
statutory net premiums written in First Quarter 2005, or 4% of total commercial
lines net premiums written, compared to $13.5 million and 4% in First Quarter
2004. The statutory combined ratio was 105.5% in First Quarter 2005, compared
to 109.2% in First Quarter 2004. The Company is aggressively pursuing
profitability for this line of business and continues
to implement ongoing pricing and underwriting actions to improve results,
including the elimination of certain classes of businesses, which have been
consistently unprofitable and focusing growth on more profitable segments.
Bonds
Bonds statutory net premiums written were $4.2 million for First Quarter
2005, or 1% of total commercial lines net premiums written, compared to $3.7
million and 1% in First Quarter 2004. The Bond line of business posted a
statutory combined ratio of 76.8% compared to 165.6% in First Quarter 2004. In
First Quarter 2004, the Company took a charge of approximately $2.0 million, or
65.7 points, which related to salvage and subrogation recoverables for prior
accident years. Additional improvements in our Bond line of business during
First Quarter 2005 reflect enhancements to the Bonds underwriting process
during 2004.
Personal Lines Results
|
Unaudited, |
|||
Personal Lines |
|
Quarter ended |
||
|
March 31, |
|||
($ in thousands) |
2005 |
2004 |
||
GAAP Insurance Operations Results: |
||||
Net premiums written |
$ |
48,610 |
55,264 |
|
Net premiums earned |
$ |
53,614 |
55,609 |
|
Less: |
||||
Losses and loss expenses incurred |
37,500 |
43,936 |
||
Net underwriting expenses incurred |
13,004 |
14,736 |
||
Underwriting gain (loss) |
$ |
3,110 |
(3,063) |
|
GAAP Ratios: |
||||
Loss and loss expense ratio |
69.9 |
% |
79.0 |
|
Underwriting expense ratio |
24.3 |
% |
26.5 |
|
Combined ratio |
94.2 |
% |
105.5 |
Personal Lines accounted for approximately 16% of our net premiums written for the twelve months ended March 31, 2005 compared with 17% for the same period last year. Net premiums written decreased $6.7 million, or 12%, to $48.6 million for First Quarter 2005 when compared with the same period in 2004. First Quarter 2005 net premiums earned were $53.6 million, a decrease of approximately 4% over First Quarter 2004 net premiums earned of $55.6 million. The decreases in premiums were primarily due to stiff competition in the New Jersey auto market, which represents 58% of our total Personal Lines net premiums written. There are many new market entrants in New Jersey and fewer regulatory constraints, which we believe will benefit both carriers and consumers over time. For further information on the New Jersey auto market see the discussion on the Company's Personal Automobile business below.
The personal lines underwriting expense ratio decreased 2.2 points to 24.3% for First Quarter 2005 compared to 26.5% in First Quarter 2004. This is primarily the result of a $0.6 million decrease in New Jersey and New York limited assignment and distributions (LAD) charges due to a reduction in LAD pricing in these states and a $0.4 million increase in New Jersey homeowners' quota share ceded commissions, a contra expense, due to decreased losses for treaty year 2004. The Company's new automated personal lines system (SelectPlus™) should also continue to drive profitable growth, as it becomes even easier to do business with us. This leads to greater scale, which reduces underwriting expenses over time as agents process more of the transactions directly into our system. The automation should lead to a more profitable book of Personal Lines business.
Personal Automobile
Our personal automobile line of business had $39.2 million of statutory net
premiums written in First Quarter 2005, or 81% of total personal lines net
premiums written, compared to $46.6 million and 84% in First Quarter 2004. The
decreases in premiums were primarily due to stiff competition in the New Jersey
auto market, which represents 71% of our total Personal Automobile net premiums
written. There are many new market entrants in New Jersey and fewer regulatory
constraints, which the Company believes will benefit both carriers and
consumers over time. But the Company is clearly in a transition period that
has independent agents struggling to produce business, after years of
attempting to manage growth in an extremely difficult marketplace. The number
of personal automobiles the Company insures in New Jersey was down about 12% in
First Quarter 2005 to 93,000 vehicles, as price shoppers switched carriers to
get lower prices that may be unsustainable over time. The Company remains
focused on helping agents attract and retain the best risks and has taken many
actions over the last few months to target these accounts including: (i) the
use of new rating tier and credit history factors; (ii) discounts up to 10% for
customers who insure their auto and home with Selective; (iii) a series of rate
reductions exceeding 20% for physical damage coverage; and (iv) enhanced policy
processing through the Company's new automated personal lines system,
SelectPlus™, that makes it much easier to do business with Selective. While
the Company has yet to gain traction from these ongoing competitive actions,
Selective is seeing a greater decline in higher-risk, poor credit accounts, and
new business growth in targeted customer segments. As a result, New Jersey
personal auto remained profitable with a statutory combined ratio of 95.7% in
First Quarter 2005, compared to 94.7% in First Quarter 2004. The overall
statutory combined ratio for personal auto was 99.1% in First Quarter 2005,
compared to 98.9% in First Quarter 2004. Continued profitability in our New
Jersey personal automobile business resulting in combined ratios below 96.0% to
98.0% on a long-term basis could result in an excess profits tax and partially
offset our profitability.
Homeowners
Our homeowners line of business had $7.9 million of statutory net premiums
written in First Quarter 2005, or 16% of total personal lines net premiums
written, compared to $7.2 million and 13% in First Quarter 2004. The statutory
combined ratio was 98.9% in First Quarter 2005, compared to 133.2% in First
Quarter 2004. There was a 5.1 point improvement from weather-related
catastrophe losses, which were 2.0 points in First Quarter 2005 compared to 7.1
points in First Quarter 2004. The remainder of the improvement in this line was
related to several large fire losses in First Quarter 2004, coupled with
underwriting actions taken over the past several years.
Investments
Although interest rates have risen, they are still lower than the
overall portfolio yield, which puts pressure on investment returns. In spite of
this, Selective still generated an increase of $2.9 million in pre-tax
investment income to $32.4 million for the First Quarter 2005, compared to
$29.5 million for First Quarter 2004. The increase reflects an increased asset
base as the investment portfolio reached $2.9 billion in value at March 31,
2005, an increase of 13%, compared to $2.5 billion at March 31, 2004. This increase
was due to strong operating cash flows of $367.1 million in 2004 and $46.3
million in First Quarter 2005. The Company's debt offering in November 2004
added approximately $50 million in assets.
The following table presents the Moody's and Standard & Poor's ratings of the Company's fixed maturities portfolio:
Rating |
Unaudited March31, 2005 |
|
December 31, 2004 |
Aaa/AAA |
65% |
|
64% |
Aa/AA |
21% |
|
21% |
A/A |
10% |
|
11% |
Baa/BBB |
4% |
|
4% |
Other |
- |
|
- |
Total |
100% |
|
100% |
Selective's investment philosophy is to maximize after-tax returns over extended periods of time. The Company's overall fixed maturity investment strategy is to make security purchases that are attractively priced in relation to perceived credit risks. Selective manages the interest rate risk associated with holding fixed maturity investments by monitoring and maintaining the average duration of the portfolio with a view toward achieving an adequate after-tax return without subjecting the portfolio to an unreasonable level of interest rate risk. The Company invests its fixed maturities portfolio primarily in intermediate-term securities to limit overall interest rate risk of fixed maturity investments. The average duration of the fixed maturity portfolio, excluding short-term investments at March 31, 2005 was 4.3 years compared with 4.4 years at March 31, 2004. To provide liquidity while maintaining consistent performance, fixed maturity investments are "laddered" so that some issues are always approaching maturity, thereby providing a source of predictable cash flow. Managing investment risk by adhering to these strategies is intended to protect the interests of our stockholders as well as those of our policyholders and, at the same time, enhance Selective's financial strength and underwriting capacity.
At March 31, 2005, the Company's investment portfolio included one non-investment grade security with an amortized cost of $5.0 million, or 0.2% of the portfolio, and a fair value of $5.2 million. At December 31, 2004, non-investment grade securities in our investment portfolio represented 0.2% of the portfolio, with an amortized cost of $5.0 million, and a fair value of $5.1 million. The fair value of these securities was determined by independent pricing services or bid prices provided by various broker dealers. The Company did not have a material investment in non-traded securities at March 31, 2005 or December 31, 2004.
The Company regularly reviews its entire investment portfolio for declines in value. If management believes a decline in the value of a particular investment is temporary, the Company records the decline as an unrealized loss in accumulated other comprehensive income. If management believes the decline is "other than temporary," the Company writes down the carrying value of the investment and records a realized loss in its Consolidated Statements of Income. Management's assessment of a decline in value includes current judgment as to the financial position and future prospects of the entity that issued the investment security. Broad changes in the overall market or interest rate environment generally will not lead to a write-down. This is a current topic of review for the SEC and Financial Accounting Standards Board (FASB). We are uncertain what, if any, changes may be made. If management's judgment about an individual security changes in the future the Company may ultimately record a realized loss after having originally concluded that the decline in value was temporary, which could have a material adverse impact on net income and financial position in future periods.
In evaluating for other than temporary impairment of fixed maturity securities, management evaluates certain factors, including but not limited to the following:
Whether the decline appears to be issuer or industry specific;
The degree to which an issuer is current or in arrears in making principal and interest payments on the fixed maturity securities in question;
The issuer's current financial condition and its ability to make future scheduled principal and interest payments on a timely basis;
Buy/hold/sell recommendations published by outside investment advisors and analysts; and
Relevant rating history, analysis and guidance provided by rating agencies and analysts.
In evaluating for other than temporary impairment of equity securities and other investments, management evaluates certain factors, including but not limited to the following:
Whether the decline appears to be issuer or industry specific;
The relationship of market prices per share to book value per share at the date of acquisition and date of evaluation;
The price-earnings ratio at the time of acquisition and date of evaluation;
The financial condition and near-term prospects of the issuer, including any specific events that may influence the issuer's operations;
The recent income or loss of the issuer;
The independent auditors' report on the issuer's recent financial statements;
The dividend policy of the issuer at the date of acquisition and the date of evaluation;
Any buy/hold/sell recommendations or price projections published by outside investment advisors; and
Any rating agency announcements.
Realized Gains and Losses
Realized gains and losses are determined on the basis of the cost of specific
investments sold or written-down, and are credited or charged to income. Our
Investments segment included net realized gains before tax of $4.6 million in
First Quarter 2005 compared to $5.3 million First Quarter 2004. The net
realized gains were principally from the sale of equity securities. Selective
maintains a high quality and liquid investment portfolio and the sale of the
securities that resulted in net realized gains did not change the overall
liquidity of the investment portfolio. The Company's philosophy for sales of
securities generally is to reduce our exposure to securities and sectors when
economic evaluations or the fundamentals for that security or sector have
deteriorated. The Company generally has a long investment time horizon and the
Company's turnover is low, which has resulted in many securities accumulating large
unrealized gains. Every purchase or sale is made with the intent of improving
future investment returns. Realized losses also include impairment charges
from investment write-downs for other than temporary declines. There were no
impairment charges recorded during First Quarter 2005 or First Quarter 2004.
The following table summarizes the Company's net realized gains by investment
type:
(in thousands) |
|
Unaudited Quarter ended March 31, 2005 |
|
Unaudited Quarter ended March 31, 2004 |
Held-to-maturity fixed maturities |
|
|
|
|
Gains |
$ |
4 |
|
- |
Losses |
|
- |
|
- |
Available-for-sale fixed maturities |
|
|
|
|
Gains |
|
191 |
|
971 |
Losses |
|
(776) |
|
(21) |
Available-for-sale equity securities |
|
|
|
|
Gains |
|
5,296 |
|
4,629 |
Losses |
|
(117) |
|
(233) |
Total net realized gains |
$ |
4,598 |
|
5,346 |
The Company realized gains and losses from the sale of available-for-sale debt and equity securities during First Quarter 2005 and First Quarter 2004. The following table presents the period of time that securities, sold at a loss during these quarters, were continuously in an unrealized loss position prior to sale:
Period of time in an unrealized loss position (in millions) |
|
Unaudited, Quarter ended March 31, 2005 |
|
Unaudited, Quarter ended March 31, 2004 |
||||
|
|
Fair |
|
|
|
Fair |
|
|
|
|
Value on |
|
Realized |
|
Value on |
|
Realized |
|
|
Sale Date |
|
Loss |
|
Sale Date |
|
Loss |
Fixed maturities: |
|
|
|
|
|
|
|
|
0 - 6 months |
$ |
22.7 |
|
0.4 |
|
- |
|
- |
7 - 12 months |
|
- |
|
- |
|
- |
|
- |
Greater than 12 months |
|
5.8 |
|
0.3 |
|
- |
|
- |
Total fixed maturities |
|
28.5 |
|
0.7 |
|
- |
|
- |
Equity Securities: |
|
|
|
|
|
|
|
|
0 - 6 months |
|
0.7 |
|
0.1 |
|
1.8 |
|
0.2 |
7 - 12 months |
|
- |
|
- |
|
- |
|
- |
Greater than 12 months |
|
- |
|
- |
|
- |
|
- |
Total equity securities |
|
0.7 |
|
0.1 |
|
1.8 |
|
0.2 |
Total |
$ |
29.2 |
|
0.8 |
|
1.8 |
|
0.2 |
These securities were sold despite the fact that they were in a loss position. The decision to sell these securities was due to: (i) heightened credit risk of the individual security sold; (ii) the decision to reduce our exposure to certain issuers, industries or sectors in light of changing economic conditions; or (iii) tax efficiency purposes.
Unrealized Losses
The following table summarizes, for all available-for-sale securities in an
unrealized loss position at March 31, 2005 and December 31, 2004, the aggregate
fair value and gross pre-tax unrealized loss recorded in our accumulated other
comprehensive income, by asset class and by length of time those securities
have continuously been in an unrealized loss position:
Period of time in an unrealized loss |
|
Unaudited March 31, 2005 |
|
December 31, 2004 |
||||
position |
|
|
|
Gross |
|
|
|
Gross |
|
|
Fair |
|
Unrealized |
|
Fair |
|
Unrealized |
(in millions) |
|
Value |
|
Loss |
|
Value |
|
Loss |
Fixed maturities: |
|
|
|
|
|
|
|
|
0 - 6 months |
$ |
805.4 |
|
11.1 |
|
349.7 |
|
2.1 |
7 - 12 months |
|
55.8 |
|
1.2 |
|
60.0 |
|
1.1 |
Greater than 12 months |
|
45.2 |
|
1.3 |
|
5.8 |
|
0.1 |
Total fixed maturities |
|
906.4 |
|
13.6 |
|
415.5 |
|
3.3 |
Equities: |
|
|
|
|
|
|
|
|
0 - 6 months |
|
13.6 |
|
1.2 |
|
3.1 |
|
0.2 |
7 - 12 months |
|
1.9 |
|
0.1 |
|
2.0 |
|
0.1 |
Greater than 12 months |
|
- |
|
- |
|
- |
|
- |
Total equity securities |
|
15.5 |
|
1.3 |
|
5.1 |
|
0.3 |
Total |
$ |
921.9 |
|
14.9 |
|
420.6 |
|
3.6 |
Contractual Maturities |
|
Amortized |
|
Fair |
(in millions) |
|
Cost |
|
Value |
One year or less |
$ |
36.9 |
36.2 |
|
Due after one year through five years |
423.3 |
418.1 |
||
Due after five years through ten years |
408.8 |
402.1 |
||
Due after ten years through fifteen years |
51.0 |
50.0 |
||
Due after fifteen years |
- |
- |
||
Total |
$ |
920.0 |
906.4 |
Diversified Insurance Services
|
|
Unaudited, |
||
|
|
Quarter ended |
||
|
|
March 31, |
||
($ in thousands) |
|
2005 |
|
2004 |
HR Outsourcing |
||||
Revenue |
$ |
15,607 |
13,046 |
|
Pre-tax profit |
482 |
127 |
||
Flood Insurance |
||||
Revenue |
6,892 |
5,727 |
||
Pre-tax profit |
1,320 |
1,371 |
||
Managed Care |
|
|
|
|
Revenue |
4,538 |
4,850 |
||
Pre-tax profit |
988 |
513 |
||
Other |
|
|
|
|
Revenue |
715 |
608 |
||
Pre-tax profit |
346 |
182 |
||
Total |
||||
Revenue |
27,752 |
24,231 |
||
Pre-tax profit |
3,136 |
2,193 |
||
After-tax profit |
2,065 |
1,466 |
||
After-tax return on revenue |
7.4 |
% |
6.1 |
The Diversified Insurance Services segment generated $27.8 million of revenue and $2.1 million of net income in First Quarter 2005 compared with $24.2 million of revenue and $1.5 million of net income in First Quarter 2004. The segment generated an after-tax return on revenue of 7.4% in the First Quarter 2005 and 6.1% in First Quarter 2004. Operating cash flow from the segment was $5.8 million in First Quarter 2005 compared with $7.0 million in First Quarter 2004.
Human Resource Administration Outsourcing
Revenue for Selective HR Solutions, Inc., provider of our human resource
administration outsourcing (HR Outsourcing) product, was up 19.6% to $15.6
million for First Quarter 2005 compared to $13.0 million for First Quarter
2004. Pre-tax profit was $0.5 million for First Quarter 2005, compared to $0.1
million in First Quarter 2004. The improved results reflect price increases and
operating expense reductions that have been implemented over the past few
years, which have led to an increase in our HR Outsourcing's average
administration fee per worksite employee to $641 for First Quarter 2005,
compared to $593 for the First Quarter of 2004. At the end of First Quarter
2005, our worksite lives are up 9.1% to 22,416 compared to 20,540 at the end of
First Quarter 2004. As the commercial insurance market becomes more
competitive, this product offers an additional agency revenue stream and
another value-added touch-point with agency clients.
Managed Care
Revenues for managed care were down 6% to $4.5 million for First Quarter 2005
compared to $4.9 million for First Quarter 2004. The decrease in revenue during
First Quarter 2005 was attributable to aggressive competition in New Jersey,
and overall client turnover, which is generally affecting the managed care
industry. Better expense management and a 10% reduction in the managed care
workforce during 2004, resulted in a corresponding increase in pre-tax profit
by 93% to $1.0 million for First Quarter 2005, compared to $0.5 million for
First Quarter 2004. CHN remains the #1 preferred provider organization in New
Jersey based on network membership by Business News New Jersey, and we
continue to closely manage expenses during this highly competitive period.
During First Quarter 2005, our medical provider network expanded to approximately
97,000 locations from 95,000 locations at December 31, 2004.
Federal Income
Taxes
Total federal income tax expense increased $3.7 million for First
Quarter 2005 to $13.8 million, compared with the same period last year. These
amounts reflect an effective tax rate of 28% for the First Quarter 2005,
compared with 27% for the same period last year. The increase was attributable
to improved underwriting results. Our effective tax rate differs from the
federal corporate tax rate of 35% primarily as a result of tax-exempt
investment income and the dividends received deduction.
Financial Condition, Liquidity and Capital Resources
Selective Insurance Group, Inc., (Parent) is a holding company whose principal
assets are its investments in its subsidiaries. The Parent's primary means of
meeting its liquidity requirements is through dividends from these
subsidiaries. The payment of dividends from the insurance subsidiaries is
governed by state regulatory requirements, and these dividends are generally
payable only from earned surplus as reported in our statutory Annual Statements
as of the preceding December 31. Based upon the 2004 unaudited statutory
financial statements, the insurance subsidiaries are permitted to pay the
Parent in 2005 ordinary dividends in the aggregate amount of approximately $103
million. There can be no assurance that the insurance subsidiaries will be
able to pay dividends to the Parent in the future in an amount sufficient to
enable the Parent to meet its liquidity requirements. For additional
information regarding regulatory limitations on the payment of dividends by the
insurance subsidiaries to the Parent and amounts available for the payment of
such dividends, see Item 8. "Financial Statements and Supplementary Data," Note
9 to the consolidated financial statements on Form 10-K of our Annual Report
for the year-ended December 31, 2004.
The payment of dividends from the Diversified Insurance Services subsidiaries are restricted only by the available operating cash flows of those subsidiaries, with the exception of our flood insurance operation, which is restricted by the same limitations of our insurance subsidiaries noted above. Cash flows from operations in the Diversified Insurance Services segment of $5.8 million in First Quarter 2005, and $7.0 million in First Quarter 2004 resulted in dividends to the Parent of $1.7 million in First Quarter 2005 compared to $5.7 million in First Quarter 2004.
The Parent's cash requirements include principal and interest payments on the senior convertible notes, various notes payable and convertible subordinated debentures, dividends to stockholders and general operating expenses. The Company has contractual obligations pursuant to various notes payable of $24.0 million in 2005 of which $23.8 million has been set aside in an irrevocable trust as noted above.
The Company reviews its financial debt agreements for any potential rating triggers that could dictate a significant change in terms of the agreements if the Company's credit rating were to suddenly and drastically change. The principal agencies that issue financial strength ratings for the property and casualty industry are: A.M. Best Company (A.M. Best), Standard & Poor's Rating Services (S&P), Moody's Investor Service (Moody's) and Fitch Ratings Service (Fitch). We believe our ability to write business is most influenced by our rating from A.M. Best. We are currently rated "A+" (Superior) by A.M. Best, which is their second highest of fifteen ratings. A significant downgrade from A.M. Best, could have a material adverse affect on the business we write. We believe that ratings from S&P, Moody's and Fitch, although important, have less of an impact on our business. A rating downgrade to below "A-" in the A.M. Best or S&P rating would be considered an event of default under the terms of the Company's line of credit agreements.
Dividends to stockholders are declared and paid at the discretion of the Board of Directors based upon the Company's operating results, financial condition, capital requirements, contractual restrictions and other relevant factors. The Parent has paid regular quarterly cash dividends to its stockholders for 76 consecutive years, including a 12% increase per share in the fourth quarter of 2004, to $0.19 per share. The Parent currently plans to continue to pay quarterly cash dividends. For information regarding restrictions on the Parent's ability to pay dividends to its stockholders, refer to Item 8. "Financial Statements and Supplementary Data", Note 8(b) to the consolidated financial statements on Form 10-K of our Annual Report for the year-ended December 31, 2004.
In addition to the cash requirements of the Parent, our operating obligations and cash outflows include: claim settlements; agents' commissions; labor costs; premium taxes; general and administrative expenses; investment purchases; and capital expenditures. Generally, the insurance subsidiaries do not match securities held to liabilities as part of ongoing asset/liability duration management. The 4.3 year duration of the asset portfolio is longer than the liability duration by approximately 1.7 years. The current duration of our fixed maturities is within the Company's historical range and a component of our investment philosophy. The utilization of a laddered maturity structure means that liquidation of available-for-sale fixed maturities should not be necessary in the ordinary course of business. Liquidity is always a consideration when buying or selling securities, but because of the high quality of our investment portfolio, the securities sold have not diminished the overall liquidity of our portfolio. Since cash inflow from premiums is received in advance of cash outflow required to settle claims, we accumulate funds that we invest. At March 31, 2005, we had $2.9 billion in investments compared with $2.8 billion at December 31, 2004. The insurance subsidiaries have additional commitments for their limited partnership investments of up to $44.2 million; however, there is no certainty that any additional investment will be required.
Cash provided by operating activities amounted to $46.3 million in First Quarter 2005 and $55.2 million in First Quarter 2004. This decrease in 2005 is a primarily a result of: (i) annual cash incentive and agent supplemental commission plan payouts totaling $52 million, an increase of $18 million compared to a payout of approximately $34 million in First Quarter 2004; and (ii) $8.0 million funding of the pension plan in the First Quarter 2005.
Total liabilities increased 3%, or $95.4 million, at March 31, 2005 from December 31, 2004. Loss and loss expense reserves increased $39.3 million as a result of increased exposure on new and existing policies, as well as normal loss trends, which include inflation and rising medical costs. Increased premium volume is primarily responsible for the increase in unearned premium reserves of $53.9 million. Deferred federal income tax liability decreased $15.3 million from $29.8 million at December 31, 2004 to $14.5 million at March 31, 2005 primarily due to a $16.7 million decrease in unrealized gains in our investment portfolio, offset slightly by the deferred impact of improved underwriting results from the insurance operations. Commissions payable decreased $24.8 million at March 31, 2005 from December 31, 2004 which was mainly attributable to the payment of the 2004 contingent commission in the first quarter of 2005 offset by increases in commissions payable due to increased premium volume. Other liabilities increased $32.3 million as of March 31, 2005, compared to December 31, 2004, primarily due to the increase in securities payable of $41.6 million, offset by a decrease in the outstanding checks payable of $8.9 million.
Total stockholders' equity increased 1%, or $7.2 million at March 31, 2005 compared to December 31, 2004. Retained earnings increased $30.8 million due to net income of $36.1 million offset by stockholder dividends of $5.4 million. A decrease in after-tax unrealized gains on our investment portfolio accounted for the $31.1 million decrease in accumulated other comprehensive income. Within stockholders' equity, unearned stock compensation and notes receivable from stock sales decreased $14.7 million or, 100%, compared to December 31, 2004, due to the reclassification of unearned stock compensation to additional paid in capital, resulting from the adoption of FAS 123R. See Note 6 on this Form 10-Q for further discussion on the adoption of FAS 123R.
Critical
Accounting Policies and Estimates
Refer to pages 45 through 48 in Selective's Annual Report on Form 10-K for the
fiscal year end December 31, 2004 for a complete discussion regarding
Selective's critical accounting policies and estimates.
Reserves
for Losses and Loss Expenses
Significant periods of time can elapse between the occurrence of an insured
loss, the reporting of the loss to the insurer and the insurer's payment of
that loss. To recognize liabilities for unpaid losses and loss expenses,
insurers establish reserves as balance sheet liabilities representing estimates
of amounts needed to pay reported and unreported net losses and loss expenses.
As of March 31, 2005, the Company had accrued $1.9 billion of loss and loss
expense reserves compared to $1.8 billion at December 31, 2004.
When a claim is reported to an insurance subsidiary, its claims
personnel establish a "case reserve" for the estimated amount of the ultimate
payment. The amount of the reserve is primarily based upon a case‑by‑case
evaluation of the type of claim involved, the circumstances surrounding each
claim and the policy provisions relating to the type of loss. The estimate
reflects the informed judgment of claims personnel based on general insurance
reserving practices, as well as the experience and knowledge of the claims
person. Until the claim is resolved, these estimates are revised as deemed
necessary by the responsible claims personnel based on subsequent developments
and periodic reviews of the cases.
The following tables provide case and IBNR reserves for losses, reserves for loss expenses, and reinsurance recoverable on unpaid losses and loss expenses as of March 31, 2005 and December 31, 2004:
As of March 31, 2005 |
|
Reinsurance |
||||||||||
|
recoverable |
|||||||||||
Loss Reserves |
on unpaid |
|||||||||||
Case |
|
IBNR |
Loss expense |
losses and |
||||||||
($ in thousands) |
Reserves |
|
Reserves |
Total |
Reserves |
loss expenses |
Net reserves |
|||||
Commercial automobile |
$ |
89,020 |
|
188,227 |
277,247 |
$ |
29,588 |
6,121 |
300,714 |
|||
Workers' compensation |
306,976 |
|
256,344 |
563,320 |
59,875 |
70,533 |
552,662 |
|||||
General liability |
130,741 |
|
319,877 |
450,618 |
93,094 |
29,803 |
513,909 |
|||||
Commercial property |
23,817 |
|
307 |
24,124 |
1,497 |
4,006 |
21,615 |
|||||
Business owners' policy |
19,524 |
|
23,484 |
43,008 |
6,141 |
5,525 |
43,624 |
|||||
Bonds |
941 |
|
3,642 |
4,583 |
1,688 |
553 |
5,718 |
|||||
Other |
541 |
|
2,650 |
3,191 |
2 |
237 |
2,956 |
|||||
Total commercial lines |
571,560 |
|
794,531 |
1,366,091 |
191,885 |
116,778 |
1,441,198 |
|||||
|
|
|||||||||||
Personal automobile |
128,778 |
|
98,319 |
227,097 |
39,865 |
66,860 |
200,102 |
|||||
Homeowners |
13,501 |
|
7,952 |
21,453 |
2,499 |
3,009 |
20,943 |
|||||
Other |
13,740 |
|
9,639 |
23,379 |
2,291 |
18,888 |
6,782 |
|||||
Total personal lines |
156,019 |
|
115,910 |
271,929 |
44,655 |
88,757 |
227,827 |
|||||
|
||||||||||||
Total |
$ |
727,579 |
|
910,441 |
1,638,020 |
$ |
236,540 |
205,535 |
1,669,025 |
As of December 31, 2004 |
|
|
Reinsurance |
|||||||||
|
|
recoverable |
||||||||||
Loss Reserves |
on unpaid |
|||||||||||
Case |
|
IBNR |
Loss expense |
losses and |
||||||||
($ in thousands) |
Reserves |
|
Reserves |
Total |
reserves |
loss expenses |
Net reserves |
|||||
Commercial automobile |
$ |
93,076 |
|
180,766 |
273,842 |
$ |
28,541 |
6,098 |
296,285 |
|||
Workers compensation |
298,803 |
|
245,897 |
544,700 |
53,913 |
68,692 |
529,921 |
|||||
General liability |
133,706 |
|
299,666 |
433,372 |
88,946 |
29,403 |
492,915 |
|||||
Commercial property |
18,616 |
|
1,890 |
20,506 |
1,200 |
1,048 |
20,658 |
|||||
Business owners' policy |
18,549 |
|
22,810 |
41,359 |
5,994 |
5,160 |
42,193 |
|||||
Bonds |
1,267 |
|
3,438 |
4,705 |
1,664 |
696 |
5,673 |
|||||
Other |
640 |
|
2,649 |
3,289 |
5 |
224 |
3,070 |
|||||
Total commercial lines |
564,657 |
|
757,116 |
1,321,773 |
180,263 |
111,321 |
1,390,715 |
|||||
|
||||||||||||
Personal automobile |
131,387 |
|
96,399 |
227,786 |
39,870 |
67,410 |
200,246 |
|||||
Homeowners |
11,507 |
|
8,496 |
20,003 |
2,418 |
2,427 |
19,994 |
|||||
Other |
31,206 |
|
9,020 |
40,226 |
2,878 |
37,614 |
5,490 |
|||||
Total personal lines |
174,100 |
|
113,915 |
288,015 |
45,166 |
107,451 |
225,730 |
|||||
|
||||||||||||
Total |
$ |
738,757 |
|
871,031 |
1,609,788 |
$ |
225,429 |
218,772 |
1,616,445 |
In light of the many uncertainties associated with establishing the estimates
and making the assumptions necessary to establish reserve levels, the Company
reviews its reserve estimates on a regular basis as described above and makes
adjustments in the period that the need for such adjustment is determined.
These reviews, from time to time, result in the Company identifying information
and trends that cause the Company to increase some reserves and decrease other
reserves for prior periods and could lead to the identification of a need for
additional increases in loss and loss expense reserves, which could materially
adversely affect the Company's results of operations, equity, business, insurer
financial strength and debt ratings. As of March 31, 2005, the Company had
accrued $1,669.0 million of net loss and loss expense reserves compared to
$1,616.4 million as of December 31, 2004 due to normal business growth. During
the First Quarter 2005, the Company experienced slightly favorable development
in its loss and loss expense reserves of less than $1 million. This development
was driven by marginal increases to the Company's loss reserves for general
liability and workers compensation lines of business offset by reductions in
commercial automobile. First Quarter 2004 also experienced negligible adverse
development for reductions in expected bond subrogation recoveries in our bond
line of business.
As of December 31, 2004, we established a range of
reasonably possible reserves for net claims of approximately $1,529 million to
$1,695 million. A low and high reasonable reserve selection was derived
primarily by considering the range of indications calculated using generally
accepted actuarial techniques. Such techniques assume that past experience,
adjusted for the effects of current developments and anticipated trends, are an
appropriate basis for predicting future events. Although this range reflects
the most likely scenarios, it is possible that the final outcomes may fall
above or below these amounts. This range does not include a provision for
potential increases or decreases associated with environmental reserves, as
management believes it is not meaningful to calculate a range given the
uncertainties associated with environmental claims. Included in the Company's
net carried loss and loss expense reserves were net reserves for environmental
claims of $38.5 million at March 31, 2005 and December 31, 2004. The Company
does not discount to present value that portion of its loss reserves expected
to be paid in future periods; however, the loss reserves include anticipated
recoveries for salvage and subrogation claims.
IBNR reserve estimation for environmental claims is often difficult because, in addition to other factors, there are significant uncertainties associated with critical assumptions in the estimation process such as average clean-up costs, third-party costs, potentially responsible party shares, allocation of damages, insurer litigation costs, insurer coverage defenses and potential changes to state and federal statutes. However, management is not aware of any emerging trends that would result in future reserve adjustments. Moreover, normal historically-based actuarial approaches are difficult to apply because relevant history is not available. In addition, while models can be applied, such models can produce significantly different results with small changes in assumptions. As a result, management does not calculate a specific environmental loss range, as it believes it would not be meaningful.
Premium Revenue
Net premiums written equal direct premiums written, plus assumed premiums less
ceded premiums. All three components of net premiums written are recognized in
revenue over the period that coverage is provided. The Company had net premiums
written of $396.8 million for First Quarter 2005 compared to $375.3 million for
First Quarter 2004. The vast majority of our net premiums written have a
coverage period of twelve months. This means we record 1/12 of the net premiums
written as earned premium each month, until the full amount is recognized.
When premium rates increase, the effect of those increases do not immediately
affect earned premium. Rather, those increases are recognized ratably over the
period of coverage. The Company earned net premiums of $342.7 million for First
Quarter 2005 compared with $315.3 million for First Quarter 2004. Unearned
premiums and prepaid reinsurance premiums, which are recorded on the
consolidated balance sheets, represent that portion of premiums written that
are applicable to the unexpired terms of policies in force. As of March 31,
2005, the Company had unearned premiums of $756.1 million and prepaid
reinsurance premiums of $58.2 million compared to unearned premiums of $702.1
million and prepaid reinsurance premiums of $58.3 million as of December 31,
2004.
Deferred Policy Acquisition Costs
Policy acquisition costs, which include commissions, premium taxes, fees, and
certain other costs of underwriting policies, are deferred and amortized over
the same period in which the related premiums are earned. Deferred policy
acquisition costs are limited to the estimated amounts recoverable after
providing for losses and loss expenses that are expected to be incurred, based
upon historical and current experience. Anticipated investment income is
considered in determining whether a premium deficiency exists. The methods of
making such estimates and establishing the deferred costs are continually
reviewed by the Company, and any adjustments are made in the accounting period
in which the adjustment arose. As of March, 31, 2005 the Company had deferred
policy acquisition costs of $196.7 million compared to $186.9 million as of
December 31, 2004.
Adoption of Accounting Pronouncement
In December 2004, the FASB issued Statement No. 123 (revised 2004),
"Share-Based Payment" (FAS 123R), which requires all companies to measure
compensation expense on the income statement for all share-based payments
(including employee stock options) at grant date fair value of the equity
instruments. Implementation is required for fiscal years beginning after June
15, 2005, however, Selective adopted FAS 123R as of January 1, 2005. For
further information on the impact the adoption of FAS 123R had on Selective in
First Quarter 2005 see Note 6 to the unaudited interim consolidated financial
statements in Item 1."Financial Statements" on this Form 10-Q.
Off-Balance Sheet Arrangements, Contractual
Obligations and Contingent Liabilities and Commitments
At March 31, 2005 and December 31 2004, Selective did not have any
relationships with unconsolidated entities or financial partnerships, such as
entities often referred to as structured finance or special purpose entities,
which would have been established for the purpose of facilitating off-balance
sheet arrangements or for other contractually narrow or limited purposes. As
such, Selective is not exposed to any financing, liquidity, market or credit
risk that could arise if Selective had engaged in such relationships.
Our future cash payments associated with loss and loss expense reserves and contractual obligations pursuant to operating leases for office space and equipment, senior convertible notes, convertible subordinated debentures and notes payable have not materially changed since December 31, 2004. We expect to have the capacity to repay and/or refinance these obligations as they come due.
We currently have available revolving lines of credit amounting to $45.0 million, under which no balances are outstanding as of either March 31, 2005 or December 31, 2004. At March 31, 2005, Selective has an additional limited partnership investment commitment of up to $44.2 million; but there is no certainty that any such additional investment will be required. We have issued no guarantees on behalf of others and have no trading activities involving non-exchange traded contracts accounted for at fair value. We have no material transactions with related parties other than those disclosed in Item 8. "Financial Statements and Supplementary Data", Note 18 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
ITEM
4. CONTROL AND PROCEDURES
Selective's management, with the participation of its Chief Executive Officer
and Chief Financial Officer, has evaluated the effectiveness of Selective's
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the
end of the period covered by this report. Based on such evaluation,
Selective's Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, Selective's disclosure controls and
procedures were: (i) effective in recording, processing, summarizing, and
reporting information on a timely basis that Selective is required to disclosed
in the reports that it files or submits under the Exchange Act; and (ii)
effective in ensuring that information that Selective is required to disclose
in the reports that it files or submits under the Exchange Act is accumulated
and communicated to Selective's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
No changes in Selective's internal control over financial reporting (as such
term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934)
occurred during the First Quarter 2005 that materially affected, or is
reasonably likely to materially affect, Selective's internal control over
financial reporting.
PART II - OTHER
INFORMATION
Item 1. Legal Proceedings
In the ordinary course of conducting business,
Selective and its subsidiaries have been named as defendants in various legal
proceedings. Some of these lawsuits attempt to establish liability under
insurance contracts issued by our insurance subsidiaries. Plaintiffs in these
lawsuits are seeking money damages that, in some cases, are extra-contractual
in nature or they are seeking to have the court direct the activities of
Selective's operations in certain ways. Although the ultimate outcome
of these matters is not presently determinable, Selective does not believe that
the total amounts that it will ultimately have to pay in all of these lawsuits
in the aggregate will have a material adverse effect on its financial
condition, results of operations, or liquidity.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Selective did not sell
any unregistered securities during the period covered by this report.
(b) Selective did not sell any unregistered securities during the period covered by this report.
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchases:
The following table below sets forth information regarding Selective's
purchase of its own common stock during the periods indicated:
|
|
|
|
Total Number of |
|
Maximum Number |
||
Total Number of |
|
Average |
|
Shares Purchased |
|
of Shares that May Yet |
||
Shares |
|
Price Paid |
|
as Part of Publicly |
|
Be Purchased Under the |
||
Period |
Purchased1 |
|
Per Share |
|
Announced Program |
|
Announced Program2 |
|
January 1-31, 2005 |
956 |
$ |
43.96 |
- |
2,358,801 |
|||
February 1-28, 2005 |
86,113 |
48.10 |
- |
2,358,801 |
||||
March 1-31, 2005 |
4,334 |
46.84 |
- |
2,358,801 |
||||
Total |
91,403 |
$ |
48.00 |
- |
||||
|
1 |
The February period included 76,531 shares purchased from employees in connection with the vesting of restricted stock. The remaining 14,872 shares were purchases from employees in connection with stock option exercises. All of these repurchases were made in connection with satisfying tax withholding obligations of those employees. These shares were not purchased as part of the publicly announced program. The shares were purchased at the average of the high and low prices of the Company's common stock on the dates of the purchases. |
2 |
On November 4, 2003, the Board of Directors authorized a 2.5 million-share repurchase program scheduled to expire on November 30, 2005. |
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders
Selective Insurance Group Inc.'s 2005 Annual Meeting of Stockholders was held on April 27, 2005. Voting was conducted in person and by proxy as follows:
(a) Stockholders voted
to elect the following three directors, each to serve until the 2008
annual meeting or when a successor has been duly elected and qualified, as
follows:
|
|
|
For |
Withheld |
|
Paul D. Bauer |
20,381,403 |
2,407,588 |
Joan M. Lamm-Tennant |
20,242,324 |
2,546,668 |
Ronald L. O'Kelley |
20,419,280 |
2,369,711 |
Continuing directors, whose terms do not expire until 2006, are A. David Brown, William M. Kearns, Jr., S. Griffin McClellan III, John F. Rockart, and J. Brian Thebault. Continuing directors whose terms do not expire until 2007 are C. Edward Herder, Gregory E. Murphy, and William M. Rue.
(b) Stockholders voted to approve Selective's 2005 Omnibus Stock Plan as follows: 15,556,391 shares voted for this proposal; 4,539,794 shares voted against it; 210,101 shares abstained; and 2,482,706 shares were broker non-votes.
(c) Stockholders voted to approve Selective's Cash Incentive Plan as
follows: 20,749,807 shares voted for this proposal; 1,826,420 shares voted
against it; and 212,764 shares abstained.
(d) Stockholders voted to ratify the appointment of KPMG LLP as independent auditors for the fiscal year ending December 31, 2005 as follows: 22,615,006 shares voted for this proposal; 27,516 shares voted against it, and 146,469 shares abstained.
Item 5. Other Information - None
Item 6. Exhibits
(a) Exhibits:
The exhibits required by Item 601 of Regulation S-K are listed in the Exhibit
Index, which immediately precedes the exhibits filed with this Form 10-Q.
Pursuant to the requirements of Section 13 or 15(d) 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.
SELECTIVE INSURANCE GROUP, INC.
Registrant
By: /s/ Gregory E. Murphy |
May 5, 2005 |
Gregory E. Murphy |
|
By: /s/ Dale A. Thatcher |
May 5, 2005 |
Dale A. Thatcher |
SELECTIVE INSURANCE GROUP, INC.
INDEX TO EXHIBITS
Exhibit No.
* 11 |
Statement Re: Computation of Per Share Earnings. |
* 31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, |
* 31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, |
* 32.1 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, |
* 32.2 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* Filed herewith |