Attached files
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10-K - FORM 10-K - DONEGAL GROUP INC | w77589e10vk.htm |
EX-10.FF - EX-10.FF - DONEGAL GROUP INC | w77589exv10wff.htm |
EX-23 - EX-23 - DONEGAL GROUP INC | w77589exv23.htm |
EX-21 - EX-21 - DONEGAL GROUP INC | w77589exv21.htm |
EX-32.1 - EX-32.1 - DONEGAL GROUP INC | w77589exv32w1.htm |
EX-32.2 - EX-32.2 - DONEGAL GROUP INC | w77589exv32w2.htm |
EX-31.2 - EX-31.2 - DONEGAL GROUP INC | w77589exv31w2.htm |
EX-31.1 - EX-31.1 - DONEGAL GROUP INC | w77589exv31w1.htm |
EX-10.HH - EX-10.HH - DONEGAL GROUP INC | w77589exv10whh.htm |
EX-10.JJ - EX-10.JJ - DONEGAL GROUP INC | w77589exv10wjj.htm |
EX-10.GG - EX-10.GG - DONEGAL GROUP INC | w77589exv10wgg.htm |
EX-10.II - EX-10.II - DONEGAL GROUP INC | w77589exv10wii.htm |
Exhibit 13
SELECTED CONSOLIDATED FINANCIAL DATA
Year Ended December 31, | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
INCOME STATEMENT DATA |
||||||||||||||||||||
Premiums earned |
$ | 355,025,477 | $ | 346,575,266 | $ | 310,071,534 | $ | 301,478,162 | $ | 294,498,023 | ||||||||||
Investment income, net |
20,630,583 | 22,755,784 | 22,785,252 | 21,320,081 | 18,471,963 | |||||||||||||||
Realized investment gains (losses) |
4,479,558 | (2,970,716 | ) | 2,051,050 | 1,829,539 | 1,802,809 | ||||||||||||||
Total revenues |
386,733,407 | 372,424,227 | 340,618,294 | 329,967,034 | 319,847,194 | |||||||||||||||
Income before income taxes |
20,676,689 | 32,092,044 | 52,848,938 | 56,622,263 | 52,345,495 | |||||||||||||||
Income taxes |
1,846,611 | 6,550,066 | 14,569,033 | 16,407,541 | 15,395,998 | |||||||||||||||
Net income |
18,830,078 | 25,541,978 | 38,279,905 | 40,214,722 | 36,949,497 | |||||||||||||||
Basic earnings per share Class A |
.76 | 1.03 | 1.55 | 1.65 | 1.57 | |||||||||||||||
Diluted earnings per share Class A |
.76 | 1.02 | 1.53 | 1.60 | 1.51 | |||||||||||||||
Cash dividends per share Class A |
.45 | .42 | .36 | .33 | .30 | |||||||||||||||
Basic earnings per share Class B |
.68 | .92 | 1.39 | 1.48 | 1.41 | |||||||||||||||
Diluted earnings per share Class B |
.68 | .92 | 1.39 | 1.48 | 1.41 | |||||||||||||||
Cash dividends per share Class B |
.40 | .37 | .31 | .28 | .26 | |||||||||||||||
BALANCE SHEET DATA AT YEAR END |
||||||||||||||||||||
Total investments |
$ | 666,835,186 | $ | 632,135,526 | $ | 605,869,587 | $ | 591,337,674 | $ | 547,746,114 | ||||||||||
Total assets |
935,601,927 | 880,109,036 | 834,095,576 | 831,697,811 | 781,421,588 | |||||||||||||||
Debt obligations |
15,465,000 | 15,465,000 | 30,929,000 | 30,929,000 | 30,929,000 | |||||||||||||||
Stockholders equity |
385,505,699 | 363,583,865 | 352,690,191 | 320,802,262 | 277,896,186 | |||||||||||||||
Book value per share |
15.12 | 14.29 | 13.92 | 12.70 | 11.30 |
6
FINANCIAL INFORMATION
Managements Discussion and Analysis of Results of Operations and Financial Condition |
8 | |||
Consolidated Balance Sheets |
17 | |||
Consolidated Statements of Income and Comprehensive Income |
18 | |||
Consolidated Statements of Stockholders Equity |
19 | |||
Consolidated Statements of Cash Flows |
20 | |||
Notes to Consolidated Financial Statements |
21 | |||
Report of Independent Registered Public Accounting Firm Consolidated Financial Statements |
36 | |||
Managements Report on Internal Control Over Financial Reporting |
37 | |||
Report of Independent Registered Public Accounting Firm Internal Control Over Financial Reporting |
38 | |||
Comparison of Total Return on Our Common Stock with Certain Averages |
39 | |||
Corporate Information |
40 |
7
MANAGEMENTS DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
General
Donegal Mutual Insurance Company (Donegal Mutual)
organized us as a downstream insurance holding company on
August 26, 1986. Our insurance subsidiaries, Atlantic
States Insurance Company (Atlantic States), Southern
Insurance Company of Virginia (Southern), Le Mars
Insurance Company (Le Mars), the Peninsula Insurance
Group (Peninsula), which consists of Peninsula Indemnity
Company and The Peninsula Insurance Company, and Sheboygan
Falls Insurance Company (Sheboygan), write personal and
commercial lines of property and casualty coverages
exclusively through a network of independent insurance
agents in certain Mid-Atlantic, Midwest and Southern
states. We acquired Sheboygan on December 1, 2008, and
Sheboygans results of operations have been included in
our consolidated results from that date. The personal
lines products of our insurance subsidiaries consist
primarily of homeowners and private passenger automobile
policies. The commercial lines products of our insurance
subsidiaries consist primarily of commercial automobile,
commercial multi-peril and workers compensation policies.
We also own 48.2% of the outstanding stock of Donegal
Financial Services Corporation (DFSC), a thrift holding
company. Donegal Mutual owns the remaining 51.8% of the
outstanding stock of DFSC.
At December 31, 2009, Donegal Mutual owned approximately
42% of our outstanding Class A common stock and
approximately 75% of our outstanding Class B common
stock. Our insurance subsidiaries and Donegal Mutual have
interrelated operations. While each company maintains its
separate corporate existence, our insurance subsidiaries
and Donegal Mutual conduct business together as the
Donegal Insurance Group. As such, Donegal Mutual and our
insurance subsidiaries share the same business
philosophy, the same management, the same employees and
the same facilities and offer the same types of insurance
products.
In March 2007, our board of directors authorized a share
repurchase program, pursuant to which we purchased 500,000
shares of our Class A common stock at market prices
prevailing from time to time in the open market subject to
the provisions of
Securities and Exchange Commission (SEC) Rule 10b-18 and
in privately negotiated transactions. We purchased 19,231
and 214,343 shares of our Class A common stock under this
program during 2009 and 2008, respectively. As of December
31, 2009, we had no remaining authorization to purchase
shares under this program.
In December 2006, Donegal Mutual consummated an
affiliation with Sheboygan. As part of the affiliation,
Donegal Mutual made a $3.5 million contribution note
investment in Sheboygan. During 2008, Sheboygans board of
directors adopted a plan of conversion to convert to a
stock insurance company. Following policyholder and
regulatory approval of the plan of conversion, we acquired
Sheboygan as of December 1, 2008 for approximately $12.0
million in cash, including payment of the contribution
note and accrued interest to Donegal Mutual.
In February 2009, our board of directors authorized a
share repurchase program, pursuant to which we may
purchase up to 300,000 shares of our Class A common stock
at market prices prevailing from time to time in the open
market subject to the provisions of SEC Rule 10b-18 and in
privately negotiated transactions. We purchased 7,669
shares of our Class A common stock under this program
during 2009. As of December 31, 2009, we had the authority
to purchase 292,331 shares under this program.
In October 2009, Donegal Mutual consummated an affiliation
with Southern Mutual Insurance Company (Southern
Mutual), pursuant to which Donegal Mutual purchased a
surplus note of Southern Mutual in the
principal amount of $2.5 million, Donegal Mutual
designees became a majority of the members of Southern
Mutuals board of directors and Donegal Mutual agreed to
provide quota share reinsurance to Southern Mutual for
100% of its business. Effective October 31, 2009, Donegal
Mutual began to include business assumed from Southern
Mutual in its pooling agreement with Atlantic States.
Southern Mutual writes primarily personal lines of
insurance in Georgia and South Carolina and had direct
premiums written of approximately $13.3 million for the
year ended December 31, 2009.
Pooling Agreement and Other Transactions with Affiliates
In the mid-1980s, Donegal Mutual recognized the need to
develop additional sources of capital and surplus to
remain competitive and to have the capacity to expand its
business and assure its long-term viability. Donegal
Mutual determined to implement a downstream holding
company structure as a strategic response. Thus, in 1986,
Donegal Mutual formed us as a downstream holding company,
then wholly owned by Donegal Mutual. We in turn formed
Atlantic States as our wholly owned subsidiary. Donegal
Mutual and Atlantic States then entered into a
proportional reinsurance agreement, or pooling agreement,
in 1986. Under this pooling agreement, Donegal Mutual and
Atlantic States pool substantially all of their respective
premiums, losses and loss expenses. Donegal Mutual then
cedes 80% of the pooled business to Atlantic States.
Since 1986, we have completed three public offerings. A
major purpose of those offerings was to provide capital
for Atlantic States and our other insurance subsidiaries
and to fund acquisitions. As the capital of Atlantic
States increased, its underwriting capacity increased
proportionately. Thus, as we
originally planned in the mid-1980s, Atlantic States has
had access to the capital necessary to support the growth
of its direct business and increases in the amount and
percentage of business it assumes from the underwriting
pool. As a result, the participation of Atlantic States in
the inter-company pool has increased over the years from
its initial 35% participation in 1986 to its 80%
participation in 2008, and the size of the pool has
increased substantially. From July 1, 2000 through
February 29, 2008, Atlantic States had a 70% share of the
results of the pool, and Donegal Mutual had a 30% share of
the results of the pool. Effective March 1, 2008, Donegal
Mutual and Atlantic States amended the pooling agreement
to increase Atlantic States share of the pooled business
to 80%.
The risk profiles of the business Atlantic States and
Donegal Mutual write have historically been, and continue
to be, substantially similar. The same executive
management and underwriting personnel administer
products, classes of business underwritten, pricing
practices and underwriting standards of Donegal Mutual
and our insurance subsidiaries.
In addition, as the Donegal Insurance Group, Donegal
Mutual and our insurance subsidiaries share a combined
business plan to achieve market penetration and
underwriting profitability objectives. The products our
insurance subsidiaries and Donegal Mutual offer are
generally complementary, thereby allowing the Donegal
Insurance Group to offer a broader range of products to a
given market and to expand the Donegal Insurance Groups
ability to service an entire personal lines or commercial
lines account. Distinctions within the products of
Donegal Mutual and our insurance subsidiaries generally
relate to specific risk profiles targeted within similar
classes of business, such as preferred tier versus
standard tier products, but we and Donegal Mutual do not
allocate all of the standard risk gradients to one
company. Therefore, the underwriting
8
profitability of the business written directly by the
individual companies will vary. However, since the
underwriting pool homogenizes the risk characteristics of
all business written directly by Donegal Mutual and
Atlantic States, Donegal Mutual and Atlantic States share
the underwriting results in proportion to their respective
participation in the pool. We realize 80% of the
underwriting results of the pool because of the 80%
participation of Atlantic States in the underwriting pool.
The business Atlantic States derives from the pool
represents the predominant percentage of our total
revenues. See Note 3 Transactions with Affiliates for
more information regarding the pooling agreement.
In addition to the pooling agreement and third-party
reinsurance, our insurance subsidiaries have various
reinsurance arrangements with Donegal Mutual. These
agreements include:
| catastrophe reinsurance agreements with Atlantic States, Le Mars and Southern; | ||
| an excess of loss reinsurance agreement with Southern; | ||
| a quota-share reinsurance agreement with Le Mars; | ||
| a quota-share reinsurance agreement with Peninsula; and | ||
| a quota-share reinsurance agreement with Southern. |
The intent of the excess of loss and catastrophe
reinsurance agreements is to lessen the effects of a
single large loss, or an accumulation of smaller losses
arising from one event, to levels that are appropriate
given each subsidiarys size, underwriting profile and
surplus position.
The intent of the quota-share reinsurance agreement with
Le Mars is to transfer to Le Mars 100% of the premiums
and losses related to certain products Donegal Mutual
offers in certain Midwest states, which provide the
availability of additional complementary products to Le
Mars commercial accounts.
Donegal Mutual and Peninsula have a quota-share
reinsurance agreement that transfers to Donegal Mutual
100% of the premiums and losses related to the workers
compensation product line of Peninsula in certain states,
which provides the availability of an additional workers
compensation tier to Donegal Mutuals commercial accounts.
The intent of the quota-share reinsurance agreement with
Southern is to transfer to Southern 100% of the premiums
and losses related to certain personal lines products
Donegal Mutual offers in Virginia through the use of its
automated policy quoting and issuance system.
Donegal Mutual provides facilities, personnel and other
services to us and our insurance subsidiaries. Donegal
Mutual allocates certain related expenses to Atlantic
States in relation to the relative participation of
Donegal Mutual and Atlantic States in the pooling
agreement. Our insurance subsidiaries other than Atlantic
States reimburse Donegal Mutual for their personnel costs
and bear their proportionate share of information services
costs based on their percentage of total written premiums
of the Donegal Insurance Group.
All new agreements and all changes to existing agreements
between our insurance subsidiaries and Donegal Mutual must
first be approved by a coordinating committee comprised of
two of our board members who do not serve on Donegal
Mutuals board and two members of Donegal Mutuals board
who do not serve on our board. In order to approve a new
agreement or a change in an agreement, our members on the
coordinating committee must conclude that the agreement or
change is fair and equitable to us and in the best
interests of our stockholders, and Donegal Mutuals
members on the coordinating committee must conclude that
the agreement or change is fair and equitable to Donegal
Mutual and in the best interests of its policyholders.
There were no significant changes to the pooling
agreement or other reinsurance agreements with
Donegal Mutual during 2009 and 2008 except as noted
above.
Critical Accounting Policies and Estimates
We combine our financial statements with those of our
insurance subsidiaries and present them on a consolidated
basis in accordance with United States generally accepted
accounting principles (GAAP).
Our insurance subsidiaries make estimates and assumptions
that can have a significant effect on amounts and
disclosures we report in our financial statements. The
most significant estimates relate to the reserves of our
insurance subsidiaries for property and casualty insurance
unpaid losses and loss
expenses, valuation of investments and determination of
other-than-temporary impairment and our insurance
subsidiaries policy acquisition costs. While we believe
our estimates and the estimates of our insurance
subsidiaries are appropriate, the ultimate amounts may
differ from the estimates provided. We regularly review
our methods for making these estimates, and we reflect any
adjustment considered necessary in our current results of
operations.
Liability for Losses and Loss Expenses
Liabilities for losses and loss expenses are estimates at
a given point in time of the amounts an insurer expects to
pay with respect to policyholder claims based on facts and
circumstances then known. At the time of establishing its
estimates, an insurer recognizes that its ultimate
liability for losses and loss expenses will exceed or be
less than such estimates. Our insurance subsidiaries base
their estimates of liabilities for losses and loss
expenses on assumptions as to future loss trends and
expected claims severity, judicial theories of liability
and other factors. However, during the loss adjustment
period, our insurance subsidiaries may learn additional
facts regarding individual claims, and, consequently, it
often becomes necessary for our insurance subsidiaries to
refine and adjust their estimates of liability. We reflect
any adjustments to our insurance subsidiaries liabilities
for losses and loss expenses in our operating results in
the period in which our insurance subsidiaries make the
changes in estimates.
Our insurance subsidiaries maintain liabilities for the
payment of losses and loss expenses with respect to both
reported and unreported claims. Our insurance subsidiaries
establish these liabilities for the purpose of covering
the ultimate costs of settling all losses, including
investigation and litigation costs. Our insurance
subsidiaries base the amount of their liability for
reported losses primarily upon a case-by-case evaluation
of the type of risk involved, knowledge of the
circumstances surrounding each claim and the insurance
policy provisions relating to the type of loss. Our
insurance subsidiaries determine the amount of their
liability for unreported claims and loss expenses on the
basis of historical information by line of insurance. Our
insurance subsidiaries account for inflation in the
reserving function through analysis of costs and trends
and reviews of historical reserving results. Our insurance
subsidiaries closely monitor their liabilities and
recompute them periodically using new information on
reported claims and a variety of statistical techniques.
Our insurance subsidiaries do not discount their
liabilities for losses.
Reserve estimates can change over time because of
unexpected changes in assumptions related to our insurance
subsidiaries external environment and, to a lesser
extent, assumptions as to our insurance subsidiaries
internal operations. For example, our insurance
subsidiaries have experienced a decrease in claims
frequency on workers compensation claims during the past
several years while claims severity has gradually
increased. These trend changes give rise to greater
uncertainty as to the pattern of future loss settlements
on workers compensation claims.
Related uncertainties regarding future trends include
the cost of medical technologies and procedures and
changes in the utilization of medical procedures.
Assumptions related to our insurance subsidiaries
external environment include the absence of significant
changes in tort law and legal decisions
that increase liability exposure, consistency in
judicial
9
interpretations of insurance coverage and policy
provisions and the rate of loss cost inflation. Internal
assumptions include consistency in the recording of
premium and loss statistics, consistency in the recording
of claims, payment and case reserving methodology,
accurate measurement of the impact of rate changes and
changes in policy provisions, consistency in the quality
and characteristics of business written within a given
line of business and consistency in reinsurance coverage
and collectibility of reinsured losses, among other items.
To the extent our insurance subsidiaries determine that
underlying factors impacting their assumptions have
changed, our insurance subsidiaries attempt to make
appropriate adjustments for such changes in their
reserves. Accordingly, our insurance subsidiaries
ultimate liability for unpaid losses and loss expenses
will likely differ from the amount recorded at December
31, 2009. For every 1% change in our insurance
subsidiaries estimate for loss and loss expense reserves,
net of reinsurance recoverable, the effect on our pre-tax
results of operations would be approximately $1.8 million.
The establishment of appropriate liabilities is an
inherently uncertain process, and there can be no
assurance that our insurance subsidiaries ultimate
liability will not exceed our insurance subsidiaries loss
and loss expense reserves and have an adverse effect on
our results of operations and financial condition.
Furthermore, we cannot predict the timing, frequency and
extent of adjustments to our insurance subsidiaries
estimated future liabilities, since the historical
conditions and events that serve as a basis for our
insurance subsidiaries estimates of ultimate claim costs
may change. As is the case for substantially all property
and casualty insurance companies, our insurance
subsidiaries have found it necessary in the past to
increase their estimated future liabilities for losses and
loss expenses in certain periods, and in other periods
their estimates have exceeded their actual liabilities.
Changes in our insurance subsidiaries estimate of their
liability for losses and loss expenses generally reflect
actual payments and the evaluation of information received
since the prior reporting date. Our insurance subsidiaries
recognized an increase (decrease) in their liability for
losses and loss expenses of prior years of $9.8 million,
$2.7 million and ($10.0) million in 2009, 2008 and 2007,
respectively. Our insurance subsidiaries made no
significant changes in their reserving philosophy, key
reserving assumptions or claims management personnel, and
there have been no significant offsetting changes in
estimates that increased or decreased their loss and loss
expense reserves in those years. The majority of the 2009
development related to increases in the liability for
losses and loss expenses of prior years for Atlantic
States and Southern. The 2009 development represented 6.0%
of our December 31, 2008 carried reserves and was driven
primarily by higher-than-expected severity in the private
passenger automobile liability, homeowners and workers
compensation lines of business in accident year 2008.
Excluding the impact of isolated catastrophic weather
events, our insurance subsidiaries have noted stable
amounts in the number of claims incurred and slight
downward trends in the number of claims outstanding at
period ends relative to their premium base in recent years
across most of their lines of business. However, the
amount of the average claim
outstanding has increased gradually over the past several
years as the property and casualty insurance industry has
experienced increased litigation trends and economic
conditions that have extended the estimated length of
disabilities and contributed to increased medical loss
costs and a general slowing of settlement rates in
litigated claims. Our insurance subsidiaries could have to
make further adjustments to their estimates in the future.
However, on the basis of our insurance subsidiaries
internal procedures, which analyze, among other things,
their prior assumptions, their experience with similar
cases and historical trends such as reserving patterns,
loss payments, pending levels of unpaid claims and product
mix, as well as court decisions, economic conditions and
public attitudes, we believe that our insurance
subsidiaries have made adequate provision for their
liability for losses and loss expenses.
Atlantic States participation in the pool with Donegal
Mutual exposes it to adverse loss development on the
business of Donegal Mutual that is included in the pool.
However, pooled business represents the
predominant percentage of the net underwriting activity
of both companies, and Donegal Mutual and Atlantic States
would proportionately share any adverse risk development
of the pooled business. The business in the pool is
homogenous, and each company has a pro-rata share of the
entire pool. Since substantially all of the business of
Atlantic States and Donegal Mutual is pooled and the
results shared by each company according to its
participation level under the terms of the pooling
agreement, the intent of the underwriting pool is to
produce a more uniform and stable underwriting result
from year to year for each company than they would
experience individually and to spread the risk of loss
between the companies.
Our insurance subsidiaries liability for losses and
loss expenses by major line of business as of December
31, 2009 and 2008 consisted of the following:
(in thousands) | 2009 | 2008 | ||||||
Commercial lines: |
||||||||
Automobile |
$ | 21,465 | $ | 19,758 | ||||
Workers compensation |
38,092 | 36,667 | ||||||
Commercial multi-peril |
30,640 | 27,808 | ||||||
Other |
1,886 | 1,893 | ||||||
Total commercial lines |
92,083 | 86,126 | ||||||
Personal lines: |
||||||||
Automobile |
70,019 | 60,939 | ||||||
Homeowners |
16,312 | 11,796 | ||||||
Other |
1,848 | 2,445 | ||||||
Total personal lines |
88,179 | 75,180 | ||||||
Total commercial and personal lines |
180,262 | 161,306 | ||||||
Plus reinsurance recoverable |
83,337 | 78,503 | ||||||
Total liability for losses and loss expenses |
$ | 263,599 | $ | 239,809 | ||||
We have evaluated the effect on our insurance
subsidiaries loss and loss expense reserves and our
stockholders equity in the event of reasonably likely
changes in the variables
considered in establishing loss and loss expense
reserves. We established the range of reasonably likely
changes based on a review of changes in accident year
development by line of business and applied it to our
insurance subsidiaries loss reserves as a whole. The
selected range does not necessarily indicate what could
be the potential best or worst case or likely scenario.
The following table sets forth the effect on our
insurance subsidiaries loss and loss expense reserves
and our stockholders equity in the event of reasonably
likely changes in the variables considered in
establishing loss and loss expense reserves:
Adjusted Loss and | Adjusted Loss and | |||||||||||||||
Loss Expense | Percentage | Loss Expense | Percentage | |||||||||||||
Change in Loss | Reserves Net of | Change in | Reserves Net of | Change in | ||||||||||||
and Loss Expense | Reinsurance as of | Equity as of | Reinsurance as of | Equity as of | ||||||||||||
Reserves Net of | December 31, | December 31, | December 31, | December 31, | ||||||||||||
Reinsurance | 2009 | 2009(1) | 2008 | 2008(1) | ||||||||||||
(dollars in thousands) | ||||||||||||||||
-10.0% | $ | 162,236 | 3.0 | % | $ | 145,175 | 2.9 | % | ||||||||
-7.5 | 166,742 | 2.3 | 149,208 | 2.2 | ||||||||||||
-5.0 | 171,249 | 1.5 | 153,241 | 1.4 | ||||||||||||
-2.5 | 175,755 | 0.8 | 157,273 | 0.7 | ||||||||||||
Base | 180,262 | | 161,306 | | ||||||||||||
2.5 | 184,769 | -0.8 | 165,339 | -0.7 | ||||||||||||
5.0 | 189,275 | -1.5 | 169,371 | -1.4 | ||||||||||||
7.5 | 193,782 | -2.3 | 173,404 | -2.2 | ||||||||||||
10.0 | 198,288 | -3.0 | 177,437 | -2.9 |
(1) | Net of income tax effect. |
10
Our insurance subsidiaries base their reserves for unpaid
losses and loss expenses on current trends in loss and
loss expense development and reflect their best estimates
for future amounts needed to pay losses and loss expenses
with respect to incurred events currently known to them
plus incurred but not reported (IBNR) claims. Our
insurance subsidiaries develop their reserve estimates
based on an assessment of known facts and circumstances,
review of historical loss settlement patterns, estimates
of trends in claims severity, frequency, legal and
regulatory changes and other assumptions. Actuarial loss
reserving techniques and assumptions, which rely on
historical information as adjusted to reflect current
conditions, are consistently applied, including
consideration of recent case reserve activity. For the
year ended December 31, 2009, our insurance subsidiaries
used the most-likely number as determined by our
actuaries. Based upon information provided by our
actuaries during the development of our insurance
subsidiaries net reserves for losses and loss expenses
for the year ended December 31, 2009, we developed a range
from a low of $165.6 million to a high of $196.2 million
and with a most-likely number of $180.3 million. The range
of estimates for commercial lines in 2009 was
$84.6 million to $100.2 million (we selected the
actuaries most-likely number of $92.1 million) and for
personal lines in 2009 was $81.0 million to $96.0 million
(we selected the actuaries most-likely number of $88.2
million). Based upon information provided by our actuaries
during the development of our insurance subsidiaries net
reserves for losses and loss
expenses for the year ended December 31, 2008, we
developed a range from a low of $147.9 million to a high
of $176.0 million and with a most-likely number of $161.3
million. The range of estimates for commercial lines in
2008 was $79.0 million to $94.0 million (we selected the
actuaries most-likely number of $86.1 million) and for
personal lines in 2008 was $68.9 million to $82.1 million
(we selected the actuaries most-likely number of $75.2
million).
Our insurance subsidiaries seek to enhance their
underwriting results by carefully selecting the product
lines they underwrite. For personal lines products, our
insurance subsidiaries insure standard and preferred risks
in private passenger automobile and homeowners lines. For
commercial lines products, the commercial risks that our
insurance subsidiaries primarily insure are mercantile
risks, business offices, wholesalers, service providers,
contractors and artisan risks, limiting industrial and
manufacturing exposures. Our insurance subsidiaries have
limited exposure to asbestos and other environmental
liabilities. Our insurance subsidiaries write no medical
malpractice or professional liability risks. Through the
consistent application of this disciplined underwriting
philosophy, our insurance subsidiaries have avoided many
of the long-tail issues other insurance companies have
faced. We consider workers compensation to be a
long-tail line of business, in that workers
compensation claims tend to be settled over a longer
timeframe than those in our other lines of business. The
following table presents 2009 and 2008 claim count and
payment amount information for workers compensation.
Workers compensation losses primarily consist of
indemnity and medical costs for injured workers.
Substantially all of the claims are relatively small
individual claims of a similar type.
For the Year Ended | ||||||||
December 31, | ||||||||
2009 | 2008 | |||||||
(dollars in thousands) | ||||||||
Number of claims pending, beginning of period |
1,401 | 1,452 | ||||||
Number of claims reported |
2,449 | 2,976 | ||||||
Number of claims settled or dismissed |
2,554 | 3,027 | ||||||
Number of claims pending, end of period |
1,296 | 1,401 | ||||||
Losses paid |
$ | 17,131 | $ | 17,068 | ||||
Loss expenses paid |
3,944 | 3,377 |
Investments
We make estimates concerning the valuation of our
investments and the recognition of other-than-temporary
declines in the value of our investments. For equity
securities, we write down the investment to its fair
value, and we reflect the amount of the write-down as a
realized loss in our results of operations when we
consider the decline in value of an individual investment
to be other than temporary. We individually monitor all
investments for other-than-temporary declines in value.
Generally, we assume there has been an
other-than-temporary decline in value if an individual
equity security has depreciated in value by more than 20%
of original cost and has been in such an unrealized loss
position for more than six months. We held five equity
securities that were in an unrealized loss position at
December 31, 2009. Based upon our analysis of general
market
conditions and underlying factors impacting these equity
securities, we considered these declines in value to be
temporary. With respect to a debt security that is in an
unrealized loss position, we first assess if we intend to
sell the debt security. If we determine we intend to sell
the debt security, we recognize the impairment loss in our
results of operations. If we do not intend to sell the
debt security, we determine whether it is more likely than
not that we will be required to sell the debt security
prior to recovery. If we determine it is more likely than
not that we will be required to sell the debt security
prior to recovery, we recognize an impairment loss in our
results of operations. If we determine it is more likely
than not that we will not be required to sell the debt
security prior to recovery, we then evaluate whether a
credit loss has occurred. We determine whether a credit
loss has occurred by comparing the amortized cost of the
debt security to the present value of the cash flows we
expect to collect. If we expect a cash flow shortfall, we
consider that a credit loss has occurred. If we determine
that a credit loss occurred, we consider the impairment to
be other than temporary. We then recognize the amount of
the impairment loss related to the credit loss in our
results of operations, and we recognize the remaining
portion of the impairment loss in our other comprehensive
income, net of applicable taxes. In addition, we may write
down securities in an unrealized loss position based on a
number of other factors, including when the fair value of
an investment is significantly below its cost, when the
financial condition of the issuer of a security has
deteriorated, the occurrence of industry, company or
geographic events that have negatively impacted the value
of a security and rating agency downgrades. We held 73
debt securities that were in an unrealized loss position
at December 31, 2009. Based upon our analysis of general
market conditions and underlying factors impacting these
debt securities, we considered these declines in value to
be temporary. We included losses of $0, $1.2 million and
$469,000 in net realized investment gains (losses) in
2009, 2008 and 2007, respectively, for certain equity
investments trading below cost on an other-than-temporary
basis.
We held fixed maturities and equity securities with
unrealized losses representing declines that we considered
temporary at December 31, 2009 as follows:
Less than 12 months | 12 months or longer | |||||||||||||||
Fair | Unrealized | Fair | Unrealized | |||||||||||||
Value | Losses | Value | Losses | |||||||||||||
U.S. Treasury securities
and obligations of U.S. government
corporations
and agencies |
$ | 26,703,601 | $ | 585,364 | $ | | $ | | ||||||||
Obligations of states
and political
subdivisions |
17,971,018 | 256,527 | 29,582,488 | 786,970 | ||||||||||||
Corporate securities |
1,284,405 | 23,525 | 666,941 | 61,366 | ||||||||||||
Residential mortgage-backed securities |
23,514,855 | 328,969 | 477,421 | 543 | ||||||||||||
Equity securities |
2,139,457 | 227,798 | | | ||||||||||||
Totals |
$ | 71,613,336 | $ | 1,422,183 | $ | 30,726,850 | $ | 848,879 | ||||||||
11
We held fixed maturities and equity securities with
unrealized losses representing declines that we considered
temporary at December 31, 2008 as follows:
Less than 12 months | 12 months or longer | |||||||||||||||
Fair | Unrealized | Fair | Unrealized | |||||||||||||
Value | Losses | Value | Losses | |||||||||||||
U.S. Treasury securities
and obligations of
U.S. government
corporations
and agencies |
$ | | $ | | $ | | $ | | ||||||||
Obligations of states
and political
subdivisions |
117,360,120 | 6,880,692 | 65,626,857 | 3,331,443 | ||||||||||||
Corporate securities |
16,780,992 | 448,760 | 2,536,165 | 733,109 | ||||||||||||
Residential mortgage-backed securities |
2,925,368 | 24,376 | 2,928,685 | 22,526 | ||||||||||||
Equity securities |
484,000 | 59,458 | | | ||||||||||||
Totals |
$ | 137,550,480 | $ | 7,413,286 | $ | 71,091,707 | $ | 4,087,078 | ||||||||
We present our investments in available-for-sale fixed
maturity and equity securities at estimated fair value and
classify them in one of three categories described in Note
6 Fair Value Measurements. The estimated fair value of
a security may differ from the amount that could be
realized if the security were sold in a forced
transaction. In addition, the valuation of fixed maturity
investments is more subjective when markets are less
liquid, increasing the potential that the estimated fair
value does not reflect the price at which an actual
transaction would occur. We utilize nationally recognized
independent pricing services to estimate fair values for
substantially all of our fixed maturity and equity
investments. We generally obtain one price per security.
The pricing services utilize market quotations for fixed
maturity and equity securities that have quoted prices in
active markets. For fixed maturity securities that
generally do not trade on a daily basis, the pricing
services prepare estimates of fair value measurements
using proprietary pricing applications, which include
available relevant market information, benchmark yields,
sector curves and matrix pricing. The pricing services do
not use broker quotes in determining the fair values of
our investments. We review the estimates of fair value
provided by the pricing services to determine if the
estimates obtained are representative of fair values based
upon our general knowledge of the market, our research
findings related to unusual fluctuations in value and our
comparison of such values to execution prices for similar
securities. As of December 31, 2009 and 2008, we received
one estimate per security from one of the pricing
services, and we priced all but an insignificant amount of
our Level 1 and Level 2 investments using those prices. In
our review of the estimates provided by the pricing
services as of December 31, 2009 and 2008, we did not
identify any discrepancies, and we did not make any
adjustments to the estimates the pricing services
provided. We reclassified one equity security to Level 3 during 2009. We utilized a fair
value model that incorporated significant unobservable
inputs, such as estimated volatility, to estimate the
equity securitys fair value.
We had no sales or transfers from the held to maturity
portfolio in 2009, 2008 or 2007.
Policy Acquisition Costs
We defer our insurance subsidiaries policy acquisition
costs, consisting primarily of commissions, premium taxes
and certain other underwriting costs that vary with and
are directly related to the production of business, and
amortize these costs over the period in which our
insurance subsidiaries earn the premiums. The method we
follow in computing deferred policy acquisition costs
limits the amount of such deferred costs to their
estimated realizable value, which gives effect to the
premium to be earned, related investment income, losses
and loss expenses and certain other costs expected to be
incurred as the premium is earned.
Management Evaluation of Operating Results
We believe that principal factors contributing to our
earnings over the past several years have been our
insurance subsidiaries overall premium growth, earnings
from acquisitions and our insurance subsidiaries
disciplined underwriting practices.
The property and casualty insurance industry is highly
cyclical, and individual lines of business experience
their own cycles within the overall insurance industry
cycle. Premium rate levels have a relationship to the
availability of insurance coverage, which varies according
to the level of surplus in the insurance industry and
other factors. The level of surplus in the industry varies
with returns on capital and regulatory barriers to the
withdrawal of surplus. Increases in surplus have generally
been accompanied by increased price competition among
property and casualty insurers. If our insurance
subsidiaries were to find it necessary to reduce premiums
or limit premium increases due to competitive pressures on
pricing, our insurance subsidiaries could experience a
reduction in profit margins and revenues, an increase in
ratios of losses and expenses to premiums and, therefore,
lower profitability. The cyclicality of the insurance
market and its potential impact on our results is
difficult to predict with any significant reliability. We
evaluate the performance of our commercial lines and
personal lines segments primarily based upon the
underwriting results of our insurance subsidiaries as
determined under statutory accounting practices (SAP),
which our management uses to measure performance for the
total business of our insurance subsidiaries. We use the
following financial data to monitor and evaluate our
operating results:
Year Ended December 31, | ||||||||||||||||
(in thousands) | 2009 | 2008 | 2007 | |||||||||||||
Net premiums written: |
||||||||||||||||
Personal lines: |
||||||||||||||||
Automobile |
$ | 161,932 | $ | 154,091 | $ | 132,452 | ||||||||||
Homeowners |
77,420 | 72,195 | 58,602 | |||||||||||||
Other |
13,135 | 13,254 | 11,299 | |||||||||||||
Total personal lines |
252,487 | 239,540 | 202,353 | |||||||||||||
Commercial lines: |
||||||||||||||||
Automobile |
34,054 | 35,959 | 32,059 | |||||||||||||
Workers compensation |
28,921 | 36,459 | 32,361 | |||||||||||||
Commercial multi-peril |
44,000 | 49,004 | 43,559 | |||||||||||||
Other |
3,767 | 3,979 | 3,357 | |||||||||||||
Total commercial lines |
110,742 | 125,401 | 111,336 | |||||||||||||
Total net premiums written |
$ | 363,229 | $ | 364,941 | $ | 313,689 | ||||||||||
Components of GAAP combined ratio: |
||||||||||||||||
Loss ratio |
70.7 | % | 64.7 | % | 57.4 | % | ||||||||||
Expense ratio |
31.3 | 32.1 | 33.5 | |||||||||||||
Dividend ratio |
0.2 | 0.4 | 0.4 | |||||||||||||
GAAP combined ratio |
102.2 | % | 97.2 | % | 91.3 | % | ||||||||||
Revenues: |
||||||||||||||||
Premiums earned: |
||||||||||||||||
Personal lines |
$ | 242,313 | $ | 225,143 | $ | 196,429 | ||||||||||
Commercial lines |
113,233 | 121,567 | 113,642 | |||||||||||||
SAP premiums earned |
355,546 | 346,710 | 310,071 | |||||||||||||
GAAP adjustments |
(521 | ) | (135 | ) | | |||||||||||
GAAP premiums earned |
355,025 | 346,575 | 310,071 | |||||||||||||
Net investment income |
20,631 | 22,756 | 22,785 | |||||||||||||
Realized investment gains (losses) |
4,480 | (2,971 | ) | 2,051 | ||||||||||||
Other |
6,597 | 5,952 | 5,711 | |||||||||||||
Total revenues |
$ | 386,733 | $ | 372,312 | $ | 340,618 | ||||||||||
Components of net income: |
||||||||||||||||
Underwriting income (loss): |
||||||||||||||||
Personal lines |
$ | (17,235 | ) | $ | (7,609 | ) | $ | 1,736 | ||||||||
Commercial lines |
5,805 | 13,819 | 22,744 | |||||||||||||
SAP underwriting
(loss) income |
(11,430 | ) | 6,210 | 24,480 | ||||||||||||
GAAP adjustments |
3,636 | 3,530 | 2,603 | |||||||||||||
GAAP underwriting
(loss) income |
(7,794 | ) | 9,740 | 27,083 | ||||||||||||
Net investment income |
20,631 | 22,756 | 22,785 | |||||||||||||
Realized investment
gains (losses) |
4,480 | (2,971 | ) | 2,051 | ||||||||||||
Other |
3,360 | 2,567 | 930 | |||||||||||||
Income before income taxes |
20,677 | 32,092 | 52,849 | |||||||||||||
Income taxes |
(1,847 | ) | (6,550 | ) | (14,569 | ) | ||||||||||
Net income |
$ | 18,830 | $ | 25,542 | $ | 38,280 | ||||||||||
12
Results of Operations
Years Ended December 31, 2009 and 2008
Years Ended December 31, 2009 and 2008
Net Premiums Written
Our insurance subsidiaries 2009 net premiums written
decreased slightly to $363.2 million, compared to $364.9
million for 2008. Commercial lines net premiums written
decreased $14.7 million, or 11.7%, for 2009 compared to
2008. Personal lines net premiums written increased $13.0
million, or 5.4%, for 2009 compared to 2008. Net premiums
written for 2009 included a $5.4 million transfer of
unearned premium related to Donegal Mutuals affiliation
with Southern Mutual. Net premiums written for 2008
included a $13.6 million transfer of unearned premiums related to the change in the pooling
agreement between Atlantic States and Donegal Mutual
effective March 1, 2008.
Net Premiums Earned
Our insurance subsidiaries net premiums earned increased
to $355.0 million for 2009, an increase of $8.4 million,
or 2.4%, over 2008. Our insurance subsidiaries net earned
premiums during 2009 have grown due to the increase in
written premiums during 2008. Our insurance subsidiaries
earn premiums and recognize them as income over the terms
of the policies they issue. Such terms are generally one
year or less in duration. Therefore, increases or
decreases in net premiums earned will generally reflect
increases or decreases in net premiums written in the
preceding twelvemonth period compared to the same period
one year earlier.
Investment Income
For 2009, our net investment income was $20.6 million, a
9.7% decrease from 2008. An increase in our average
invested assets from $619.0 million in 2008 to $649.5
million in 2009 was offset by a decrease in our annualized
average return to 3.2% in 2009, compared to 3.7% in 2008.
The decrease in our annualized average rate of return on
investments was primarily due to lower reinvestment rates
for securities added to our fixed income portfolio during
2009.
Installment Payment Fees
Our insurance subsidiaries installment fees increased
primarily as a result of increases in policy counts
during 2009.
Net Realized Investment Gains/Losses
Our net realized investment gains (losses) in 2009 and
2008 were $4.5 million and ($3.0) million, respectively.
Realized investment gains in 2009 resulted primarily from
sales of equity securities as well as fixed maturity
investments that had appreciated significantly during the
year. Realized investment losses in 2008 included $2.4
million representing our pro rata share of investment
losses in a limited partnership investment that was
solely invested in equity securities. We recognized no
impairment charges in 2009, compared to impairment
charges of $1.2 million in 2008. Our impairment charges
for 2008 were the result of declines in the fair value of
equity securities that we determined to be other than
temporary. The remaining net realized investment gains
and losses in both periods resulted from turnover within
our investment portfolio.
Losses and Loss Expenses
Our insurance subsidiaries loss ratio, which is the
ratio of incurred losses and loss expenses to premiums
earned, was 70.7% in 2009, compared to 64.7% in 2008. Our insurance subsidiaries commercial
lines loss ratio increased to 64.3% in 2009, compared to
56.6% in 2008. This increase primarily resulted from the
workers compensation loss ratio increasing to 75.1% in 2009, compared to 58.9% in 2008, and the
commercial automobile loss ratio increasing to 56.4% in
2009, compared to 53.5% in 2008, as a result of increased
claim severity and less favorable prior-accident-year
loss reserve development. The personal lines loss ratio
increased to 73.6% in 2009, compared to 69.1% in 2008 ,
primarily as a result of an increase in the homeowners
loss ratio to 78.3% in 2009, compared to 63.0% in 2008,
as a result of an increase in weather-related claims and increased property claims from
fires.
Underwriting Expenses
Our insurance subsidiaries expense ratio, which is
the ratio of policy acquisition and other underwriting
expenses to premiums earned, was 31.3% in 2009, compared to 32.1% in 2008. The decrease
in the 2009 expense ratio reflects decreased
underwriting-based incentive compensation costs in 2009
compared to 2008 and expense savings initiatives that
commenced in the fourth quarter of 2008.
Combined Ratio
Our insurance subsidiaries combined ratio was 102.2% and
97.2% in 2009 and 2008, respectively. The combined ratio
represents the sum of the loss ratio, expense ratio and
dividend ratio, which is the ratio of workers
compensation policy dividends incurred to premiums earned.
Interest Expense
Our interest expense in 2009 was $1.7 million, compared to
$1.8 million in 2008. The decrease in interest expense
reflected the redemption of $15.5 million of subordinated
debentures in August 2008 and a decrease in average
interest rates on our subordinated debentures in 2009
compared to 2008, offset by interest expense related to a
premium tax litigation settlement.
Income Taxes
Our income tax expense was $1.8 million in 2009,
compared to $6.6 million in 2008, representing an
effective tax rate of 8.9%, compared to 20.4% in 2008. The change in effective tax rates is
primarily due to tax-exempt interest income representing a
larger proportion of income before income tax expense in
2009 compared to 2008. We benefited from a 9.9% increase
in tax-exempt interest income in 2009 compared to 2008.
Net Income and Earnings Per Share
Our net income in 2009 was $18.8 million, or $.76 per
share of Class A common stock and $.68 per share of Class
B common stock on a diluted basis, compared to our net
income of $25.5 million, or $1.02 per share of Class A
common stock and $.92 per share of Class B common stock
on a diluted basis, in 2008. Our fully diluted Class A
shares outstanding for 2009 decreased slightly to 19.9
million, compared to 20.0 million for December 31, 2008,
as a result of our repurchase of treasury stock. Our
Class B shares outstanding did not change at 5.6 million.
Book Value Per Share and Return on Equity
Our stockholders equity increased by $21.9 million in
2009, primarily as a result of favorable operating results
and unrealized gains within our investment portfolio. Book
value per share increased by 5.8% to $15.12 at December
31, 2009, compared to $14.29 a year earlier. Our return on
average equity was 5.0% for 2009, compared to 7.1% for
2008.
Years Ended December 31, 2008 and 2007
Net Premiums Written
Our insurance subsidiaries 2008 net premiums written
increased by 16.3% to $364.9 million, compared to $313.7
million for 2007. Commercial lines net premiums written
increased $14.1 million, or 12.7%, for 2008 compared to
2007. Personal lines net premiums written increased $37.1
million, or 18.3%, for 2008 compared to 2007. Net premiums
written for 2008 included a $13.6 million transfer of
unearned premiums related to the change in the pooling
agreement between Atlantic States and Donegal Mutual
effective March 1, 2008 and reflected the impact of the
increased pooling allocation of approximately $24.4
million for the remainder of 2008. Net premiums written
during the year also benefited from the renewal of our
2008 reinsurance program at lower rates compared to 2007.
The lower reinsurance rates were largely due to our
decision to increase our per loss retention from $400,000
to $600,000 effective January 1, 2008.
Net Premiums Earned
Our insurance subsidiaries net premiums earned increased
to $346.6 million for 2008, an increase of $36.5 million,
or 11.8%, over 2007. Our insurance subsidiaries net
earned premiums during 2008 grew due to the
13
increase in written premiums during the year. Our
insurance subsidiaries earn premiums and recognize them as
income over the terms of the policies they issue. Such
terms are generally one year or less in duration.
Therefore, increases or decreases in net premiums earned
will generally reflect increases or decreases in net
premiums written in the preceding twelvemonth period
compared to the same period one year earlier. Net premiums
earned in 2008 reflected the impact of an increased
pooling allocation and benefited from the renewal of our
2008 reinsurance program at lower rates compared to 2007.
Investment Income
For 2008, our net investment income was unchanged from
2007 at $22.8 million. An increase in our average invested
assets from $598.6 million in 2007 to $619.0 million in
2008 was offset by a decrease in our annualized average
return to 3.7% in 2008 compared to 3.8% in 2007. The
decrease in our annualized average rate of return on
investments was primarily due to reduced yields on
increased holdings of short-term U.S. Treasury investments
during 2008. The use of invested assets to redeem $15.5
million of subordinated debentures in August 2008 also
impacted net investment income for 2008.
Installment Payment Fees
Our insurance subsidiaries installment fees increased
primarily as a result of increases in policy counts
during 2008.
Net Realized Investment Gains/Losses
Our net realized investment (losses) gains in 2008 and
2007 were ($3.0) million and $2.1 million, respectively.
Realized investment losses in 2008 included $2.4 million
representing our pro rata share of investment losses in a
limited partnership investment that is solely invested in
equity securities. Our net realized investment losses in
2008 also included impairment charges of $1.2 million,
compared to impairment charges of $469,000 recognized in
2007. Our impairment charges for both years were the
result of declines in the fair value of equity securities
that we determined to be other than temporary. The
remaining net realized investment gains and losses in both
periods resulted from turnover within our investment
portfolio.
Losses and Loss Expenses
Our insurance subsidiaries loss ratio, which is the
ratio of incurred losses and loss expenses to premiums
earned, was 64.7% in 2008, compared to 57.3% in 2007. Our insurance subsidiaries commercial
lines loss ratio increased to 56.6% in 2008, compared to
46.8% in 2007. This increase primarily resulted from the
workers compensation loss ratio increasing to 58.9% in 2008, compared to 44.8% in 2007, and the
commercial automobile loss ratio increasing to 53.5% in
2008, compared to 49.1% in 2007, as a result of increased
claim severity and less favorable prior-accident-year
loss reserve development. The personal lines loss ratio
increased to 69.1% in 2008, compared to 63.4% in 2007,
primarily as a result of an increase in the personal
automobile loss ratio to 73.0% in 2008, compared to 66.0%
in 2007, as a result of increased claim severity and less
favorable prior-accident-year loss reserve development
and an increase in the homeowners loss ratio to 63.0% in
2008, compared to 61.8% in 2007, as a result of an increase in weather-related claims.
Underwriting Expenses
Our insurance subsidiaries expense ratio, which is
the ratio of policy acquisition and other underwriting
expenses to premiums earned, was 32.1% in 2008, compared to 33.5% in 2007. The decrease in
the 2008 expense ratio reflected the benefit of increased
net premiums written during the year and decreased
underwriting-based incentive compensation costs in 2008
compared to 2007.
Combined Ratio
Our insurance subsidiaries combined ratio was 97.2% and
91.3% in 2008 and 2007, respectively. The combined ratio
represents the sum of the loss ratio, expense ratio and
dividend ratio, which is the ratio of workers
compensation policy dividends incurred to premiums earned.
Interest Expense
Our interest expense in 2008 was $1.8 million, compared to
$2.9 million in 2007, The decrease in interest expense
reflected the redemption of $15.5 million of subordinated
debentures in August 2008 and a decrease in average
interest rates on our subordinated debentures in 2008
compared to 2007.
Income Taxes
Our income tax expense was $6.6 million in 2008, compared
to $14.6 million in 2007, representing an effective tax
rate of 20.4%, compared to 27.6% in 2007. The change in effective tax rates is
primarily due to tax-exempt interest income representing
a larger proportion of income before income tax expense
in 2008 compared to 2007, as we benefited from a 24.6% increase in tax-exempt interest income in 2008 compared to 2007.
Net Income and Earnings Per Share
Our net income in 2008 was $25.5 million, or $1.02 per
share of Class A common stock and $.92 per share of Class
B common stock on a diluted basis, compared to our net
income of $38.3 million, or $1.53 per share of Class A
common stock and $1.39 per share of Class B common stock
on a diluted basis, in 2007. Our fully diluted Class A
shares outstanding in 2008 did not change at 20.0 million.
Our Class B shares outstanding did not change at 5.6
million.
Book Value Per Share and Return on Equity
Our stockholders equity increased by $10.9 million in
2008, primarily as a result of favorable operating
results. Book value per share increased by 2.7% to $14.29
at December 31, 2008, compared to $13.92 a year earlier.
Our return on average equity was 7.1% in 2008, compared
to 11.4% in 2007.
Financial Condition
Liquidity and Capital Resources
Liquidity is a measure of an entitys ability to secure
enough cash to meet its contractual obligations and
operating needs as they arise. Our major sources of funds
from operations are the net cash flows generated from our
insurance subsidiaries underwriting results, investment
income and maturing investments.
We have historically generated sufficient net positive
cash flow from our operations to fund our commitments and
build our investment portfolio, thereby increasing future
investment returns. The impact of the pooling agreement
with Donegal Mutual historically has been cash flow
positive because of the historical profitability of the
underwriting pool. We settle the pool monthly, thereby
resulting in cash flows substantially similar to cash
flows that would result from the underwriting of direct
business. We maintain a high degree of liquidity in our
investment portfolio in the form of marketable fixed
maturities, equity securities and short-term investments.
We structure our fixed-maturity investment portfolio
following a laddering approach, so that projected cash
flows from investment income and principal maturities are
evenly distributed from a timing perspective, thereby
providing an additional measure of liquidity to meet our
obligations and the obligations of our insurance
subsidiaries should an unexpected variation occur in the
future. Net cash flows provided by operating activities
in 2009, 2008 and 2007, were $34.1 million, $52.9 million
and $26.7 million, respectively.
On November 25, 2003, we entered into a credit agreement with Manufacturers and Traders Trust Company (M&T) relating to a four-year
$35.0 million unsecured, revolving line of credit. On July
20, 2006, we amended the agreement with M&T to extend the
credit agreement for four years from the date of amendment
on substantially the same terms. As of December 31, 2009,
we have the ability to borrow $35.0 million at interest
rates equal to M&Ts current prime rate or the then
current LIBOR rate plus between 1.50% and 1.75%, depending
on our leverage ratio. In addition, we pay a fee of 0.15%
per annum on the loan commitment amount, regardless of
usage. The credit agreement requires our compliance with
certain covenants, which include minimum levels of net
worth, leverage ratio and statutory surplus and A.M. Best
ratings of our insurance
14
subsidiaries. As of December 31, 2009, we had no
borrowings outstanding, and we complied with all
requirements of the credit agreement. We intend to extend
the credit agreement during 2010.
The following table shows expected payments for
our significant contractual obligations as of
December 31, 2009:
Less | ||||||||||||||||||||
than 1 | 1-3 | 4-5 | After 5 | |||||||||||||||||
(in thousands) | Total | year | years | years | years | |||||||||||||||
Net liability for
unpaid losses and
loss expenses
|
$ | 180,262 | $ | 82,528 | $ | 81,278 | $ | 7,558 | $ | 8,898 | ||||||||||
Subordinated
debentures |
15,465 | | | | 15,465 | |||||||||||||||
Total contractual
obligations |
$ | 195,727 | $ | 82,528 | $ | 81,278 | $ | 7,558 | $ | 24,363 | ||||||||||
We estimate the timing of the amounts for the net
liability for unpaid losses and loss expenses of our
insurance subsidiaries based on historical experience and
expectations of future payment patterns. The liability has
been shown net of reinsurance recoverable on unpaid losses
and loss expenses to reflect expected future cash flows
related to such liability. Assumed amounts from the
underwriting pool with Donegal Mutual represent a
substantial portion of our insurance subsidiaries gross
liability for unpaid losses and loss expenses, and ceded
amounts to the underwriting pool represent a substantial
portion of our insurance subsidiaries reinsurance
recoverable on unpaid losses and loss expenses. We will
include future cash settlement of Atlantic States assumed
liability from the pool in our monthly settlements of
pooled activity, wherein we net amounts ceded to and
assumed from the pool. Although Donegal Mutual and
Atlantic States do not anticipate any further changes in
the pool participation levels in the foreseeable future,
any such change would be prospective in nature and
therefore would not impact the timing of expected payments
for Atlantic States proportionate liability for pooled
losses occurring in periods prior to the effective date of
such change.
We estimate the timing of the amounts for the subordinated
debentures based on their contractual maturities. We may
redeem the debentures at our option, at par, as discussed
in Note 10 Borrowings. Our subordinated debentures
carry interest rates that vary based upon the three-month
LIBOR rate and adjust quarterly. Based upon the interest
rates in effect as of December 31, 2009, our annual
interest cost associated with our subordinated debentures
is approximately $643,000. For every 1% change in the
three-month LIBOR rate, the effect on our annual interest
cost would be approximately $150,000.
Dividends declared to stockholders totaled $11.2 million, $10.4 million and
$8.4 million in 2009, 2008 and 2007, respectively. There
are no regulatory restrictions on the payment of dividends
to our stockholders, although there are state law
restrictions on the payment of dividends from our
insurance subsidiaries to us. Our insurance subsidiaries
are required to maintain certain minimum surplus on a
statutory basis and are subject to regulations under which
payment of dividends from statutory surplus is restricted
and may require prior approval of their domiciliary
insurance regulatory authorities. Our insurance
subsidiaries are subject to risk-based capital (RBC)
requirements. At December 31, 2009, each of our insurance
subsidiaries had capital substantially above the RBC
requirements. In 2010, amounts available for distribution
as dividends to us from our insurance subsidiaries without
prior approval of their domiciliary insurance regulatory
authorities are $12.4 million from Atlantic States, $2.8
million from Le Mars, $3.9 million from Peninsula,
$584,431 from Sheboygan and $0 from Southern.
Investments
At December 31, 2009 and 2008, our investment portfolio
of primarily investment-grade bonds, common stock,
short-term investments and cash totaled $679.8 million
and $634.0 million, respectively, representing 72.7% and
72.1%, respectively, of our total assets.
At December 31, 2009 and 2008, the carrying value of our
fixed maturity investments represented 88.7% and 86.3% of
our total invested assets, respectively.
Our fixed maturity investments consisted of high-quality
marketable bonds, of which 99.0% and 99.5% were rated at
investment-grade levels at December 31, 2009 and 2008,
respectively. As we invested excess cash from operations
and proceeds from maturities of fixed maturity
investments during 2009, we increased our holdings of
tax-exempt fixed maturity investments in order to obtain
more favorable after-tax yields.
At December 31, 2009, the net unrealized gain or loss on
available-for-sale fixed maturity investments, net of
deferred taxes, amounted to a gain of $9.2 million,
compared to a loss of $2.1 million at December 31, 2008.
At December 31, 2009, the net unrealized gain on our
equity securities, net of deferred taxes, amounted to
$5.8 million, compared to $3.7 million at December 31,
2008.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to the impact of interest rate changes,
changes in fair values of investments and to credit
risk.
In the normal course of business, we employ established
policies and procedures to manage our exposure to changes
in interest rates, fluctuations in the fair market value
of our debt and equity securities and credit risk. We seek
to mitigate these risks by various actions described
below.
Interest Rate Risk
Our exposure to market risk for a change in interest
rates is concentrated in our investment portfolio. We
monitor this exposure through periodic reviews of asset
and liability positions. We regularly monitor estimates
of cash flows and the impact of interest rate
fluctuations relating to the investment portfolio.
Generally, we do not hedge our exposure to interest rate
risk because we have the capacity to, and do, hold fixed
maturity investments to maturity.
Principal cash flows and related weighted-average interest
rates by expected maturity dates for financial instruments
sensitive to interest rates at December 31, 2009 are as
follows:
Principal | Weighted-Average | |||||||
(in thousands) | Cash Flows | Interest Rate | ||||||
Fixed maturity
and short-term investments: |
||||||||
2010 |
$ | 74,981 | 1.44 | % | ||||
2011 |
15,457 | 4.26 | ||||||
2012 |
20,476 | 3.32 | ||||||
2013 |
20,220 | 4.22 | ||||||
2014 |
26,965 | 4.06 | ||||||
Thereafter |
479,472 | 4.40 | ||||||
Total |
$ | 637,571 | ||||||
Fair value |
$ | 650,810 | ||||||
Debt: |
||||||||
Thereafter |
$ | 15,465 | 4.29 | % | ||||
Total |
$ | 15,465 | ||||||
Fair value |
$ | 15,465 | ||||||
Actual cash flows from investments may differ from
those stated as a result of calls and prepayments.
Equity Price Risk
Our portfolio of equity securities, which we carry on our
consolidated balance sheets at estimated fair value, has
exposure to price risk, which is the risk of potential
loss in estimated fair value resulting from an adverse
change in prices. Our objective is to earn competitive
relative returns by investing in a diverse portfolio of
high-quality, liquid securities.
15
Credit Risk
Our objective is to earn competitive returns by investing
in a diversified portfolio of securities. Our portfolio
of fixed maturity securities and, to a lesser extent,
short-term investments is subject to credit risk. We
define this risk as the potential loss in fair value
resulting from adverse changes in the borrowers ability
to repay the debt. We manage this risk by performing an
analysis of prospective investments and through regular
reviews of our portfolio by our investment staff. We also
limit the amount of our total investment portfolio that
we invest in any one security.
Our insurance subsidiaries provide property and liability
insurance coverages through independent insurance
agencies located throughout their operating areas. Our
insurance subsidiaries bill the majority of this business
directly to the insured, although our insurance
subsidiaries bill a portion of their commercial business
through their agents to whom they extend credit in the
normal course of business.
Because the pooling agreement does not relieve Atlantic
States of primary liability as the originating insurer,
Atlantic States is subject to a concentration of credit
risk arising from business it cedes to Donegal Mutual. Our
insurance subsidiaries maintain reinsurance agreements
with Donegal Mutual and with a number of other major
unaffiliated authorized reinsurers.
Impact of Inflation
Our insurance subsidiaries establish their property and
casualty insurance premium rates before they know the
amount of losses and loss settlement expenses or the
extent to which inflation may impact such expenses. Consequently, our
insurance subsidiaries attempt, in establishing rates, to
anticipate the potential impact of inflation.
Impact of New Accounting Standards
In April 2009, the Financial Accounting Standards Board
(FASB) issued FASB Staff Position (FSP) FAS 115-2 and
Financial Accounting Standard (FAS) 124-2, Recognition
and Presentation of Other-Than-Temporary Impairments,
codified in FASB Accounting Standards Codification (ASC)
section 320-10-65. ASC section 320-10-65 provides
guidance designed to create greater clarity and
consistency in accounting for and presenting impairment
losses on debt securities. ASC section 320-10-65 is
effective for interim and annual periods ending after
June 15, 2009. Effective April
1, 2009, we adopted ASC section 320-10-65. We had no
cumulative effect adjustment because we had no debt
securities we had determined previously to be
other-than-temporarily impaired. Beginning on April 1,
2009, we analyzed our debt securities for
other-than-temporary impairment adjustments using the
guidance in ASC section 320-10-65.
In April 2009, the FASB issued FSP FAS 157-4,
Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not
Orderly, codified in ASC section 820-10-35. ASC section
820-10-35 provides guidelines for making fair value
measurements that are more consistent with the principles
presented in FAS 157, Fair Value Measurements, codified
in ASC subtopic 820-10. ASC section 820-10-35 is
effective for interim and annual periods ending after
June 15, 2009. Effective April 1, 2009, we adopted ASC
section 820-10-35. The adoption of ASC section 820-10-35
expanded certain fair value disclosures in our financial
statements but had no effect on our results of
operations, financial condition or liquidity.
In April 2009, the FASB issued FSP FAS 107-1 and
Accounting Principles Board (APB) 28-1, Interim
Disclosures about Fair Value of Financial Instruments,
codified in ASC section 825-10-65. ASC section 825-10-65
amends FAS 107, Disclosures about Fair Value of
Financial Instruments, codified in ASC subtopic 825-10, to require disclosures
about the fair value of financial instruments for interim
periods as well as in annual financial statements. ASC
section 825-10-65 is effective for interim and annual
periods ending after June 30, 2009. Effective July 1,
2009, we adopted ASC section 825-10-65.
In May 2009, the FASB issued FAS 165, Subsequent Events,
codified in ASC section 855-10-50. ASC section 855-10-50
establishes general standards of accounting for and
disclosure of events that occur after the balance sheet
date but before a company issues its financial statements
or such statements are available for issuance. ASC section
855-10-50 is effective for interim and annual periods
ending after June 15, 2009. Effective June 30, 2009, we adopted ASC section
855-10-50. We have evaluated subsequent events for
potential recognition or disclosure.
In June 2009, the FASB issued FAS 168, The FASB
Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles a replacement
of FASB Statement No. 162,codified in ASC topic 105. On the
effective date of this Standard, ASC became the source of
authoritative U.S. accounting and reporting standards for
nongovernmental entities, in addition to guidance issued
by the SEC. ASC significantly changes the way financial
statement preparers, auditors and academic personnel
perform accounting research. This statement is effective
for financial statements issued for interim and annual
periods ending after September 15, 2009. The new standard
flattens the GAAP hierarchy to two levels: one that is
authoritative (in ASC) and one that is non-authoritative
(not in ASC). We began to use the new guidelines and
numbering system prescribed by the Codification referring
to GAAP in the third quarter of 2009. As the intent of
Codification was not to change or alter existing GAAP, the
adoption did not impact our financial position or results
of operations.
In June 2009, the FASB issued FAS 166, Accounting for
Transfers of Financial Assets, an Amendment of FASB
Statement No. 140,codified in ASC subtopic 860-20. FAS
166 amends the derecognition guidance in Statement 140
and eliminates the concept of qualifying special-purpose
entities. FAS 166 is effective for fiscal years and
interim periods beginning after November 15, 2009. We
adopted FAS 166 on January 1, 2010 but have not yet
determined the effect of its adoption on our consolidated
financial statements.
In June 2009, the FASB issued FAS 167, Amendments to FASB
Interpretation No. 46(R), which amends the consolidation
guidance applicable to variable interest entities (VIEs)
and is codified in ASC subtopic 810-10. An entity would
consolidate a VIE, as the primary beneficiary, when the
entity has both of the following characteristics: (a) the
power to direct the activities of a VIE that most
significantly impact the entitys economic performance and
(b) the obligation to absorb losses of the entity that
could potentially be significant to the VIE or the right
to receive benefits from the entity that could potentially
be significant to the VIE. FAS 167 requires ongoing
reassessment of whether an enterprise is the primary
beneficiary of a VIE. FAS 167 amends FASB Interpretation
No. 46(R) to eliminate the quantitative approach
previously required for determining the primary
beneficiary of a VIE. FAS 167 is effective for fiscal
years and interim periods beginning after November 15,
2009. We adopted FAS 167 on January 1, 2010 but have not
yet determined the effect of its adoption on our
consolidated financial statements.
In January 2010, the FASB issued Accounting Standards
Update (ASU) 2010-06, Improving Disclosures about Fair
Value Measurements. ASU 2010-06 provides amendments to
ASC subtopic 820-10 requiring new and clarifying existing
fair value disclosures. ASU 2010-06 is effective for
fiscal years beginning after December 15, 2010 and for
interim periods within those fiscal years. We will adopt
ASU 2010-06 on January 1, 2011 and have not yet determined
the effect of its adoption on our consolidated financial
statements.
16
Donegal Group Inc.
CONSOLIDATED BALANCE SHEETS
December 31, | 2009 | 2008 | ||||||
Assets |
||||||||
Investments |
||||||||
Fixed maturities |
||||||||
Held to maturity, at amortized cost (fair value $77,005,740 and $101,449,024) |
$ | 73,807,126 | $ | 99,878,156 | ||||
Available for sale, at fair value (amortized cost $503,745,585 and $449,009,842) |
517,703,672 | 445,815,749 | ||||||
Equity securities, available for sale, at fair value (cost $3,804,064 and $2,939,236) |
9,914,626 | 5,894,975 | ||||||
Investments in affiliates |
9,309,347 | 8,594,177 | ||||||
Short-term investments, at cost, which approximates fair value |
56,100,415 | 71,952,469 | ||||||
Total investments |
666,835,186 | 632,135,526 | ||||||
Cash |
12,923,898 | 1,830,954 | ||||||
Accrued investment income |
6,202,710 | 6,655,506 | ||||||
Premiums receivable |
61,187,021 | 55,337,270 | ||||||
Reinsurance receivable |
84,670,009 | 79,952,971 | ||||||
Deferred policy acquisition costs |
32,844,179 | 29,541,281 | ||||||
Deferred tax asset, net |
5,086,949 | 10,994,644 | ||||||
Prepaid reinsurance premiums |
56,040,728 | 51,436,487 | ||||||
Property and equipment, net |
6,592,223 | 6,686,684 | ||||||
Accounts receivable securities |
588,292 | 862,790 | ||||||
Federal income taxes recoverable |
663,047 | 2,590,928 | ||||||
Other |
1,967,685 | 2,083,995 | ||||||
Total assets |
$ | 935,601,927 | $ | 880,109,036 | ||||
Liabilities and Stockholders Equity |
||||||||
Liabilities |
||||||||
Losses and loss expenses |
$ | 263,598,844 | $ | 239,809,276 | ||||
Unearned premiums |
241,821,419 | 229,013,929 | ||||||
Accrued expenses |
10,578,695 | 14,149,754 | ||||||
Reinsurance balances payable |
2,561,426 | 1,566,816 | ||||||
Cash dividends declared to stockholders |
2,798,378 | 2,602,104 | ||||||
Subordinated debentures |
15,465,000 | 15,465,000 | ||||||
Accounts payable securities |
6,828,873 | 1,820,574 | ||||||
Due to affiliate |
3,813,294 | 3,148,057 | ||||||
Drafts payable |
884,993 | 876,210 | ||||||
Due to Sheboygan policyholders |
316,927 | 6,843,454 | ||||||
Other |
1,428,379 | 1,229,997 | ||||||
Total liabilities |
550,096,228 | 516,525,171 | ||||||
Stockholders Equity |
||||||||
Preferred stock, $1.00 par value, authorized 2,000,000 shares; none issued |
| | ||||||
Class A common stock, $.01 par value, authorized 30,000,000 shares,
issued 20,569,930 and 20,494,764 shares and outstanding 19,917,331
and 19,869,065 shares |
205,700 | 204,948 | ||||||
Class B common stock, $.01 par value, authorized 10,000,000 shares,
issued 5,649,240 shares and outstanding 5,576,775 shares |
56,492 | 56,492 | ||||||
Additional paid-in capital |
164,585,214 | 163,136,938 | ||||||
Accumulated other comprehensive income |
15,007,044 | 1,713,836 | ||||||
Retained earnings |
214,755,495 | 207,182,253 | ||||||
Treasury stock, at cost |
(9,104,246 | ) | (8,710,602 | ) | ||||
Total stockholders equity |
385,505,699 | 363,583,865 | ||||||
Total liabilities and stockholders equity |
$ | 935,601,927 | $ | 880,109,036 | ||||
See accompanying notes to consolidated financial statements.
17
Donegal Group Inc.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Year Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Statements of Income |
||||||||||||
Revenues |
||||||||||||
Net premiums earned (includes affiliated
reinsurance of $128,747,699, $130,067,404 and
$107,045,158 see footnote 3) |
$ | 355,025,477 | $ | 346,575,266 | $ | 310,071,534 | ||||||
Investment income, net of investment expenses |
20,630,583 | 22,755,784 | 22,785,252 | |||||||||
Installment payment fees |
5,205,109 | 5,025,138 | 4,650,139 | |||||||||
Lease income |
921,583 | 926,690 | 1,060,319 | |||||||||
Net realized investment gains (losses) |
4,479,558 | (2,970,716 | ) | 2,051,050 | ||||||||
Other |
471,097 | 112,065 | | |||||||||
Total revenues |
386,733,407 | 372,424,227 | 340,618,294 | |||||||||
Expenses |
||||||||||||
Net losses and loss expenses (includes
affiliated reinsurance of $68,712,989,
$85,598,098 and $70,676,398 see footnote 3) |
250,835,396 | 224,300,964 | 177,783,632 | |||||||||
Amortization of deferred policy acquisition costs |
60,292,000 | 58,250,000 | 51,205,000 | |||||||||
Other underwriting expenses |
50,843,464 | 53,108,436 | 52,726,155 | |||||||||
Policy dividends |
848,882 | 1,175,809 | 1,273,323 | |||||||||
Interest |
1,746,509 | 1,821,229 | 2,884,861 | |||||||||
Other |
1,490,467 | 1,675,745 | 1,896,385 | |||||||||
Total expenses |
366,056,718 | 340,332,183 | 287,769,356 | |||||||||
Income before income tax expense |
20,676,689 | 32,092,044 | 52,848,938 | |||||||||
Income tax expense |
1,846,611 | 6,550,066 | 14,569,033 | |||||||||
Net income |
$ | 18,830,078 | $ | 25,541,978 | $ | 38,279,905 | ||||||
Basic earnings per common share: |
||||||||||||
Class A common stock |
$ | 0.76 | $ | 1.03 | $ | 1.55 | ||||||
Class B common stock |
$ | 0.68 | $ | 0.92 | $ | 1.39 | ||||||
Diluted earnings per common share: |
||||||||||||
Class A common stock |
$ | 0.76 | $ | 1.02 | $ | 1.53 | ||||||
Class B common stock |
$ | 0.68 | $ | 0.92 | $ | 1.39 | ||||||
Statements of Comprehensive Income |
||||||||||||
Net income |
$ | 18,830,078 | $ | 25,541,978 | $ | 38,279,905 | ||||||
Other comprehensive income (loss), net of tax |
||||||||||||
Unrealized gains (losses) on securities: |
||||||||||||
Unrealized holding gain (loss) arising during
the period, net of income tax (benefit) of
$8,680,941, ($3,872,368)and $1,748,072 |
16,249,716 | (7,191,540 | ) | 3,246,420 | ||||||||
Reclassification adjustment for (gains)
losses included in net income, net of income
tax (benefit) of $1,523,050, ($1,039,751)
and $717,867 |
(2,956,508 | ) | 1,930,965 | (1,333,183 | ) | |||||||
Other comprehensive income (loss) |
13,293,208 | (5,260,575 | ) | 1,913,237 | ||||||||
Comprehensive income |
$ | 32,123,286 | $ | 20,281,403 | $ | 40,193,142 | ||||||
See accompanying notes to consolidated financial statements.
18
Donegal Group Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
Accumulated | ||||||||||||||||||||||||||||||||||||
Common Stock | Additional | Other | Total | |||||||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Paid-In | Comprehensive | Retained | Treasury | Stockholders | ||||||||||||||||||||||||||||
Shares | Shares | Amount | Amount | Capital | Income | Earnings | Stock | Equity | ||||||||||||||||||||||||||||
Balance, January 1, 2007 |
19,834,248 | 5,649,240 | $ | 198,342 | $ | 56,492 | $ | 152,391,301 | $ | 5,061,174 | $ | 163,986,701 | $ | (891,748 | ) | $ | 320,802,262 | |||||||||||||||||||
Issuance of common stock (stock compensation plans) |
333,751 | 3,338 | 3,539,241 | 3,542,579 | ||||||||||||||||||||||||||||||||
Net income |
38,279,905 | 38,279,905 | ||||||||||||||||||||||||||||||||||
Cash dividends |
(8,394,572 | ) | (8,394,572 | ) | ||||||||||||||||||||||||||||||||
Grant of stock options |
65,179 | (65,179 | ) | | ||||||||||||||||||||||||||||||||
Tax benefit on exercise of stock options |
854,945 | 854,945 | ||||||||||||||||||||||||||||||||||
Purchase of treasury stock |
(4,308,165 | ) | (4,308,165 | ) | ||||||||||||||||||||||||||||||||
Other comprehensive income |
1,913,237 | 1,913,237 | ||||||||||||||||||||||||||||||||||
Balance, December 31, 2007 |
20,167,999 | 5,649,240 | $ | 201,680 | $ | 56,492 | $ | 156,850,666 | $ | 6,974,411 | $ | 193,806,855 | $ | (5,199,913 | ) | $ | 352,690,191 | |||||||||||||||||||
Issuance of common stock
(stock compensation plans) |
326,765 | 3,268 | 3,853,328 | 3,856,596 | ||||||||||||||||||||||||||||||||
Net income |
25,541,978 | 25,541,978 | ||||||||||||||||||||||||||||||||||
Cash dividends |
(10,417,517 | ) | (10,417,517 | ) | ||||||||||||||||||||||||||||||||
Grant of stock options |
1,749,063 | (1,749,063 | ) | | ||||||||||||||||||||||||||||||||
Tax benefit on exercise of stock options |
683,881 | 683,881 | ||||||||||||||||||||||||||||||||||
Purchase of treasury stock |
(3,510,689 | ) | (3,510,689 | ) | ||||||||||||||||||||||||||||||||
Other comprehensive loss |
(5,260,575 | ) | (5,260,575 | ) | ||||||||||||||||||||||||||||||||
Balance, December 31, 2008 |
20,494,764 | 5,649,240 | $ | 204,948 | $ | 56,492 | $ | 163,136,938 | $ | 1,713,836 | $ | 207,182,253 | $ | (8,710,602 | ) | $ | 363,583,865 | |||||||||||||||||||
Issuance of common stock
(stock compensation plans) |
75,166 | 752 | 1,385,285 | 1,386,037 | ||||||||||||||||||||||||||||||||
Net income |
18,830,078 | 18,830,078 | ||||||||||||||||||||||||||||||||||
Cash dividends |
(11,193,845 | ) | (11,193,845 | ) | ||||||||||||||||||||||||||||||||
Grant of stock options |
62,991 | (62,991 | ) | | ||||||||||||||||||||||||||||||||
Purchase of treasury stock |
(393,644 | ) | (393,644 | ) | ||||||||||||||||||||||||||||||||
Other comprehensive income |
13,293,208 | 13,293,208 | ||||||||||||||||||||||||||||||||||
Balance, December 31, 2009 |
20,569,930 | 5,649,240 | $ | 205,700 | $ | 56,492 | $ | 164,585,214 | $ | 15,007,044 | $ | 214,755,495 | $ | (9,104,246 | ) | $ | 385,505,699 | |||||||||||||||||||
See accompanying notes to consolidated financial statements.
19
Donegal Group Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Cash Flows from Operating Activities: |
||||||||||||
Net income |
$ | 18,830,078 | $ | 25,541,978 | $ | 38,279,905 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||||
Depreciation and amortization |
2,552,186 | 2,401,345 | 2,446,126 | |||||||||
Net realized investment (gains) losses |
(4,479,558 | ) | 2,970,716 | (2,051,050 | ) | |||||||
Equity (income) loss |
(471,097 | ) | (112,065 | ) | 182,502 | |||||||
Changes in Assets and Liabilities: |
||||||||||||
Losses and loss expenses |
23,789,568 | 9,952,760 | (32,590,057 | ) | ||||||||
Unearned premiums |
12,807,490 | 22,477,395 | 6,527,588 | |||||||||
Accrued expenses |
(3,571,059 | ) | 966,958 | (440,584 | ) | |||||||
Premiums receivable |
(5,849,751 | ) | (3,173,057 | ) | (1,089,799 | ) | ||||||
Deferred policy acquisition costs |
(3,302,898 | ) | (3,306,209 | ) | (1,496,143 | ) | ||||||
Deferred income taxes |
(1,250,187 | ) | (832,628 | ) | 1,029,042 | |||||||
Reinsurance receivable |
(4,717,038 | ) | 204,249 | 18,779,861 | ||||||||
Accrued investment income |
452,796 | (668,682 | ) | (105,821 | ) | |||||||
Amounts due to/from affiliate |
665,237 | 2,906,139 | (1,325,173 | ) | ||||||||
Reinsurance balances payable |
994,610 | (636,074 | ) | 70,529 | ||||||||
Prepaid reinsurance premiums |
(4,604,241 | ) | (4,111,609 | ) | (2,909,383 | ) | ||||||
Current income taxes |
1,927,881 | (2,618,163 | ) | 1,374,521 | ||||||||
Other, net |
323,491 | 898,872 | 152,805 | |||||||||
Net adjustments |
15,267,430 | 27,319,947 | (11,445,036 | ) | ||||||||
Net cash provided by operating activities |
34,097,508 | 52,861,925 | 26,834,869 | |||||||||
Cash Flows from Investing Activities: |
||||||||||||
Purchase of fixed maturities |
||||||||||||
Available for sale |
(158,409,231 | ) | (204,882,809 | ) | (43,360,830 | ) | ||||||
Purchase of equity securities |
(39,163,607 | ) | (45,091,418 | ) | (29,316,342 | ) | ||||||
Sale of fixed maturities |
||||||||||||
Available for sale |
62,668,210 | 28,971,515 | | |||||||||
Maturity of fixed maturities |
||||||||||||
Held to maturity |
25,617,925 | 53,830,674 | 14,222,283 | |||||||||
Available for sale |
48,363,915 | 69,699,141 | 40,206,090 | |||||||||
Sale of equity securities |
39,638,895 | 71,177,458 | 30,160,998 | |||||||||
Payments to Sheboygan policyholders |
(6,526,527 | ) | (3,352,938 | ) | | |||||||
Net (increase) decrease in investment in affiliates |
(100,000 | ) | 464,000 | (50,000 | ) | |||||||
Net purchase of property and equipment |
(941,020 | ) | (1,222,246 | ) | (1,363,622 | ) | ||||||
Net sales (purchases) of short-term investments |
15,852,054 | (453,790 | ) | (25,037,964 | ) | |||||||
Net cash used in investing activities |
(12,999,386 | ) | (30,860,413 | ) | (14,539,387 | ) | ||||||
Cash Flows from Financing Activities: |
||||||||||||
Issuance of common stock |
1,386,037 | 3,856,596 | 3,542,579 | |||||||||
Redemption of subordinated debentures |
| (15,464,000 | ) | | ||||||||
Cash dividends paid |
(10,997,571 | ) | (10,025,711 | ) | (8,627,232 | ) | ||||||
Purchase of treasury stock |
(393,644 | ) | (3,510,689 | ) | (4,308,165 | ) | ||||||
Tax benefit on exercise of stock options |
| 683,881 | 854,945 | |||||||||
Net cash used in financing activities |
(10,005,178 | ) | (24,459,923 | ) | (8,537,873 | ) | ||||||
Net increase (decrease) in cash |
11,092,944 | (2,458,411 | ) | 3,757,609 | ||||||||
Cash at beginning of year |
1,830,954 | 4,289,365 | 531,756 | |||||||||
Cash at end of year |
$ | 12,923,898 | $ | 1,830,954 | $ | 4,289,365 | ||||||
See accompanying notes to consolidated financial statements.
20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 Summary of Significant Accounting Policies
Organization and Business
Donegal Mutual Insurance Company (Donegal Mutual)
organized us as an insurance holding company on August 26,
1986. Our insurance subsidiaries, Atlantic States
Insurance Company (Atlantic States), Southern Insurance
Company of Virginia (Southern), Le Mars Insurance
Company (Le Mars), the Peninsula Insurance Group
(Peninsula), which consists of Peninsula Indemnity
Company and The Peninsula Insurance Company, and Sheboygan
Falls Insurance Company (Sheboygan), write personal and
commercial lines of property and casualty coverages
exclusively through a network of independent insurance
agents in certain Mid-Atlantic, Midwest and Southern
states. We acquired Sheboygan on December 1, 2008, and
Sheboygans results of operations have been included in
our consolidated results from that date. We have three
operating segments, which consist of our investment
function, our personal lines function and our commercial
lines function. The personal lines products of our
insurance subsidiaries consist primarily of homeowners and
private passenger automobile policies. The commercial
lines products of our insurance subsidiaries consist
primarily of commercial automobile, commercial multi-peril
and workers compensation policies.
At December 31, 2009, Donegal Mutual owned approximately
42% of our outstanding Class A common stock and
approximately 75% of our outstanding Class B common
stock. Our insurance subsidiaries and Donegal Mutual have
interrelated operations. While each company maintains its
separate corporate existence, our insurance subsidiaries
and Donegal Mutual conduct business together as the
Donegal Insurance Group. As such, Donegal Mutual and our
insurance subsidiaries share the same business
philosophy, the same management, the same employees and
the same facilities and offer the same types of insurance
products.
Atlantic States, our largest subsidiary, participates in
a pooling agreement with Donegal Mutual. Under the
pooling agreement, Donegal Mutual and Atlantic States
pool substantially all of their insurance business.
Donegal Mutual then cedes 80% of the pooled business to
Atlantic States. From July 1, 2000 through February 29,
2008, Atlantic States had a 70% share of the results of
the pool, and Donegal Mutual had a 30% share of the
results of the pool. Effective March 1, 2008, Donegal
Mutual and Atlantic States amended the pooling agreement
to increase Atlantic States share of the pooled business
to 80%.
The risk profiles of the business Atlantic States and
Donegal Mutual write have historically been, and continue
to be, substantially similar. The same executive
management and underwriting personnel administer
products, classes of business underwritten, pricing
practices and underwriting standards of Donegal Mutual
and our insurance subsidiaries.
In addition, as the Donegal Insurance Group, Donegal
Mutual and our insurance subsidiaries share a combined
business plan to achieve market penetration and underwriting
profitability objectives. The products our insurance
subsidiaries and Donegal Mutual market are generally
complementary, thereby allowing the Donegal Insurance
Group to offer a broader range of products to a given
market and to expand the Donegal Insurance Groups ability
to service an entire personal lines or commercial lines
account. Distinctions within the products of Donegal
Mutual and our insurance subsidiaries generally relate to
specific risk profiles targeted within similar classes of
business, such as preferred tier versus standard tier
products, but we and Donegal Mutual do not allocate all of
the standard risk gradients to one company. Therefore, the
underwriting profitability of the business written
directly by the individual companies will vary.
However, since the underwriting pool homogenizes the risk
characteristics of all business written directly by
Donegal Mutual and Atlantic States, Donegal Mutual and
Atlantic States share the underwriting results in
proportion to their respective participation in the
pool. Pooled business represents the predominant
percentage of the net underwriting activity of both
Donegal Mutual and Atlantic States. See Note 3
Transactions with Affiliates for more information
regarding the pooling agreement.
In October 2009, Donegal Mutual consummated an affiliation
with Southern Mutual Insurance Company (Southern
Mutual), pursuant to which Donegal Mutual purchased a
surplus note of Southern Mutual in the principal amount of
$2.5 million, Donegal Mutual designees became a majority
of the members of Southern Mutuals board of directors,
and Donegal Mutual agreed to provide quota share
reinsurance to Southern Mutual for 100% of its business.
Effective October 31, 2009, Donegal Mutual began to
include business assumed from Southern Mutual in its
pooling agreement with Atlantic States. Southern Mutual
writes primarily personal lines of insurance in Georgia
and South Carolina and had direct premiums written of
approximately $13.3 million in 2009. Pursuant to
applicable accounting standards, Southern Mutual is a
variable interest entity, of which we are not the primary
beneficiary.
We also own 48.2% of the outstanding stock of Donegal
Financial Services Corporation (DFSC), a thrift holding
company that owns Province Bank FSB. Donegal Mutual owns
the remaining 51.8% of the outstanding stock of DFSC.
Basis of Consolidation
Our consolidated financial statements, which have been
prepared in accordance with accounting principles
generally accepted in the United States of America,
include our accounts and those of our wholly owned
subsidiaries. We have eliminated all significant
inter-company accounts and transactions in
consolidation. The terms we, us, our or the
Company as used herein refer to the consolidated
entity.
Use of Estimates
In preparing our consolidated financial statements, our
management makes estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date
of the balance sheet and revenues and expenses for the
period. Actual results could differ significantly from
those estimates.
We make estimates and assumptions that can have a
significant effect on amounts and disclosures we report
in our consolidated financial statements. The most
significant estimates relate to our insurance
subsidiaries reserves for property and casualty
insurance unpaid losses and loss expenses, valuation of
investments and determination of other-than-temporary
impairment and our insurance subsidiaries policy
acquisition costs. While we believe our estimates and the
estimates of our insurance subsidiaries are appropriate,
the ultimate amounts may differ from the estimates
provided. We regularly review the methods for making
these estimates, and reflect any adjustment considered
necessary in our current results of operations.
Reclassification
We have reclassified certain amounts in 2009 as reported in our
Consolidated Statements of Income and Consolidated
Statements of Cash Flows to conform to the current year
presentation.
Investments
We classify our debt and equity securities into the following categories:
Held to MaturityDebt securities that we have the
positive intent and ability to hold to maturity;
reported at amortized cost.
21
Available for SaleDebt and equity securities not
classified as held to maturity; reported at fair value,
with unrealized gains and losses excluded from income
and reported as a separate component of stockholders
equity (net of tax effects).
Short-term investments are carried at amortized
cost, which approximates fair value.
We make estimates concerning the valuation of our
investments and the recognition of other-than-temporary
declines in the value of our investments. For equity
securities, we write down the investment to its fair
value, and we reflect the amount of the write-down as a
realized loss in our results of operations when we
consider the decline in value of an individual investment
to be other than temporary. We individually monitor all
investments for other-than-temporary declines in value.
Generally, we assume there has been an
other-than-temporary decline in value if an individual
equity security has depreciated in value by more than 20%
of original cost and has been in such an unrealized loss
position for more than six months. As of April 1, 2009, we
adopted new accounting guidance related to the accounting
for and presentation of impairment losses on debt
securities as discussed in Note 2 Impact of New
Accounting Standards. With respect to a debt security that
is in an unrealized loss position, we first assess if we
intend to sell the debt security. If we determine we
intend to sell the debt security, we recognize the
impairment loss in our results of operations. If we do not
intend to sell the debt security, we determine whether it
is more likely than not that we will be required to sell
the debt security prior to recovery. If we determine it is
more likely than not that we will be required to sell the
debt security prior to recovery, we recognize an
impairment loss in our results of operations. If we
determine it is more likely than not that we will not be
required to sell the debt security prior to recovery, we
then evaluate whether a credit loss has occurred. We
determine whether a credit loss has occurred by comparing the
amortized cost of the debt security to the present value
of the cash flows we expect to collect. If we expect a
cash flow shortfall, we consider that a credit loss has
occurred. If we determine that a credit loss occurred, we
consider the impairment to be other than temporary. We
then recognize the amount of the impairment loss related
to the credit loss in our results of operations, and we
recognize the remaining portion of the impairment loss in
our other comprehensive income, net of applicable taxes.
In addition, we may write down securities in an unrealized
loss position based on a number of other factors,
including when the fair value of an investment is
significantly below its cost, when the financial condition
of the issuer of a security has deteriorated, the
occurrence of industry, company or geographic events that
have negatively impacted the value of a security and
rating agency downgrades.
We amortize premiums and discounts on debt securities
over the life of the security as an adjustment to yield
using the effective interest method. We compute realized
investment gains and losses using the specific
identification method.
We amortize premiums and discounts for mortgage-backed
debt securities using anticipated prepayments.
We account for investments in affiliates using the equity
method of accounting. Under the equity method, we record
our investment at cost, with adjustments for our share of
the affiliates earnings and losses as well as changes in
the affiliates equity due to unrealized gains and losses.
Fair Values of Financial Instruments
We have used the following methods and assumptions in
estimating our fair value disclosures:
InvestmentsWe present our investments in
available-for-sale fixed maturity and equity securities
at estimated fair value. The estimated fair value of a
security may differ from the amount that could be
realized if the security were sold in a forced
transaction. In addition, the valuation of fixed
maturity investments is more subjective when markets are
less liquid, increasing the potential that the estimated
fair value does not reflect the price at which an actual
transaction would occur. We utilize nationally
recognized independent pricing services to estimate fair values
for substantially all of our fixed maturity and
equity investments. We generally obtain one price per
security. The pricing services utilize market
quotations for fixed maturity and equity securities
that have quoted prices in active markets. For fixed
maturity securities that generally do not trade on a
daily basis, the pricing services prepare estimates
of fair value measurements using proprietary pricing
applications, which include available relevant market
information, benchmark yields, sector curves and
matrix pricing. The pricing services do not use
broker quotes in determining the fair values of our
investments. We review the estimates of fair value
provided by the pricing services to determine if the
estimates obtained are representative of fair values
based upon our general knowledge of the market, our
research findings related to unusual fluctuations in
value and our comparison of such values to execution
prices for similar securities. See Note 6 Fair
Value Measurements for more information regarding our methods and assumptions in estimating
fair values.
Cash and Short-Term InvestmentsThe carrying amounts
reported in the balance sheet for these instruments
approximate their fair values.
Premium and Reinsurance Receivables and PayablesThe
carrying amounts reported in the balance sheet for
these instruments approximate their fair values.
Subordinated DebenturesThe carrying amounts reported
in the balance sheet for these instruments approximate
their fair values due to their variable rate nature.
Revenue Recognition
Our insurance subsidiaries recognize insurance premiums
as income over the terms of the policies they issue. Our
insurance subsidiaries calculate unearned premiums on a
daily pro-rata basis.
Policy Acquisition Costs
We defer our insurance subsidiaries policy acquisition
costs, consisting primarily of commissions, premium taxes
and certain other underwriting costs that vary with and
are directly related to the production of business, and
amortize those costs over the period in which our
insurance subsidiaries earn the premiums. The method we
follow in computing deferred policy acquisition costs
limits the amount of such deferred costs to their
estimated realizable value, which gives effect to the
premium to be earned, related investment income, losses
and loss expenses and certain other costs we expect to
incur as our insurance subsidiaries earn the premium.
Estimates in the calculation of policy acquisition costs
have not shown material variability because of
uncertainties in applying accounting principles or as a
result of sensitivities to changes in key assumptions.
Property and Equipment
We report property and equipment at depreciated cost
that we compute using the straight-line method based
upon estimated useful lives of the assets.
Losses and Loss Expenses
Liabilities for losses and loss expenses are estimates at
a given point in time of the amounts an insurer expects to
pay with respect to policyholder claims based on facts and
circumstances then known. An insurer recognizes at the
time of establishing its estimates that its ultimate
liability for losses and loss expenses will exceed or be
less than such estimates. We base our insurance
subsidiaries estimates of liabilities for losses and loss
expenses on assumptions as to future loss trends and
expected claims severity, judicial theories of liability
and other factors. However, during the loss adjustment
period, our insurance subsidiaries may learn additional
facts regarding individual claims, and consequently it
often becomes necessary for our insurance subsidiaries to
refine and adjust their estimates of liability. We reflect
any adjustments to our insurance subsidiaries liabilities
for losses and loss expenses in our operating results in
the period in which we make the changes in estimates.
22
Our insurance subsidiaries maintain liabilities for the
payment of losses and loss expenses with respect to both
reported and unreported claims. Our insurance subsidiaries establish
these liabilities for the purpose of covering the ultimate
costs of settling all losses, including investigation and
litigation costs. Our insurance subsidiaries base the
amount of liability for reported losses primarily upon a
case-by-case evaluation of the type of risk involved,
knowledge of the circumstances surrounding each claim and
the insurance policy provisions relating to the type of
loss. Our insurance subsidiaries determine the amount of
their liability for unreported claims and loss expenses on
the basis of historical information by line of insurance.
Our insurance subsidiaries account for inflation in the
reserving function through analysis of costs and trends
and reviews of historical reserving results. Our insurance
subsidiaries closely monitor their liabilities and
recompute them periodically using new information on
reported claims and a variety of statistical techniques.
Our insurance subsidiaries do not discount their
liabilities for losses.
Reserve estimates can change over time because of
unexpected changes in assumptions related to our
insurance subsidiaries external environment and, to a
lesser extent, assumptions as to our insurance
subsidiaries internal operations. For example, our
insurance subsidiaries have experienced a decrease in
claims frequency on workers compensation claims during
the past several years while claims severity has
gradually increased. These trend changes give rise to
greater uncertainty as to the pattern of future loss
settlements on workers compensation claims.
Related uncertainties regarding future trends include the
cost of medical technologies and procedures and changes in
the utilization of medical procedures. Assumptions related
to our insurance subsidiaries external environment
include the absence of significant changes in tort law and
the legal environment that increase liability exposure,
consistency in judicial interpretations of insurance
coverage and policy provisions and the rate of loss cost
inflation. Internal assumptions include consistency in the
recording of premium and loss statistics, consistency in
the recording of claims, payment and case reserving
methodology, accurate measurement of the impact of rate
changes and changes in policy provisions, consistency in
the quality and characteristics of business written within
a given line of business and consistency in reinsurance
coverage and collectibility of reinsured losses, among
other items. To the extent our insurance subsidiaries
determine that underlying factors impacting their
assumptions have changed, our insurance subsidiaries
attempt to make appropriate adjustments for such changes
in their reserves. Accordingly, our insurance
subsidiaries ultimate liability for unpaid losses and
loss expenses will likely differ from the amount recorded.
Our insurance subsidiaries seek to enhance their
underwriting results by carefully selecting the product
lines they underwrite. Our insurance subsidiaries
personal lines products include standard and preferred
risks in private passenger automobile and homeowners
lines. Our insurance subsidiaries commercial lines
products primarily include mercantile risks, business
offices, wholesalers, service providers and artisan
risks, avoiding industrial and manufacturing exposures.
Our insurance subsidiaries have limited exposure to
asbestos and other environmental liabilities. Our
insurance subsidiaries write no medical malpractice or
other professional liability risks.
Income Taxes
We currently file a consolidated federal income tax return.
We account for income taxes using the asset and liability
method. The objective of the asset and liability method is
to establish deferred tax assets and liabilities for the
temporary differences between the financial reporting
basis and the tax basis of our assets and liabilities at
enacted tax rates expected to be in effect when we realize
or settle such amounts.
Credit Risk
Our objective is to earn competitive returns by investing
in a diversified portfolio of securities. Our portfolio
of fixed maturity securities and, to a lesser extent,
short-term investments is subject to credit risk. We
define this risk as the potential loss in fair value
resulting from adverse changes in the borrowers ability
to repay the debt. We manage this risk by performing an
analysis of prospective investments and through regular
reviews of our portfolio by our investment staff. We also
limit the amount of our total investment portfolio that
we invest in any one security.
Our insurance subsidiaries provide property and liability
coverages through independent agency systems located
throughout their operating areas. Our insurance
subsidiaries bill the majority of this business directly
to the insured, although they bill a portion of their
commercial business through their agents, to whom they
extend credit in the normal course of business.
Our insurance subsidiaries have reinsurance agreements
with Donegal Mutual and with a number of other authorized
reinsurers with at least an A.M. Best rating of A- or an
equivalent financial condition.
Reinsurance Accounting and Reporting
Our insurance subsidiaries rely upon reinsurance
agreements to limit their maximum net loss from large
single risks or risks in concentrated areas and to
increase their capacity to write insurance. Reinsurance
does not relieve our insurance subsidiaries from liability
to their respective policyholders. To the extent that a
reinsurer cannot pay losses for which it is liable under
the terms of a reinsurance agreement, our insurance
subsidiaries retain continued liability for such losses.
However, in an effort to reduce the risk of non-payment,
our insurance subsidiaries require all of their reinsurers
to have an A.M. Best rating of A- or better or, with
respect to foreign reinsurers, to have a financial
condition that, in the opinion of management, is
equivalent to a company with at least an A- rating from
A.M. Best. See Note 11 Reinsurance for more information
regarding our reinsurance agreements.
Stock-Based Compensation
We measure all share-based payments to employees,
including grants of stock options, using a
fair-value-based method and record such expense in our
results of operations. In determining the expense we
record for stock options granted to directors and
employees of our subsidiaries and affiliates other than
Donegal Mutual, we estimate the fair value of each option
award on the date of grant using the Black-Scholes option
pricing model. The significant assumptions we utilize in
applying the Black-Scholes option pricing model are the
risk-free interest rate, expected term, dividend yield and
expected volatility.
We classified tax benefits realized upon the exercise of stock options of
$0, $683,881 and $854,945 for the years ended December 31,
2009, 2008 and 2007, respectively, as financing activities
in our consolidated statements of cash flows.
Earnings per Share
We calculate basic earnings per share by dividing net
income by the weighted-average number of common shares
outstanding for the period. Diluted earnings per share
reflects the dilution that could occur if securities or
other contracts to issue common stock were exercised or
converted into common stock.
We have two classes of common stock, which we refer to as
Class A common stock and Class B common stock. Our Class A
common stock is entitled to cash dividends that are at
least 10% higher than those declared and paid on our Class
B common stock. Accordingly, we use the two-class method
for the computation of earnings per common share. The
two-class method is an earnings allocation formula that
determines earnings per
23
share separately for each class of common stock based
on dividends declared and an allocation of remaining
undistributed earnings using a participation percentage
reflecting the dividend rights of each class.
2 Impact of New Accounting Standards
In April 2009, the Financial Accounting Standards Board
(FASB) issued FASB Staff Position (FSP) FAS 115-2 and
Financial Accounting Standard (FAS) 124-2, Recognition
and Presentation of Other-Than-Temporary Impairments,
codified in FASB Accounting Standards Codification (ASC)
section 320-10-65. ASC section 320-10-65 provides
guidance designed to create greater clarity and
consistency in accounting for and presenting impairment
losses on debt securities. ASC section 320-10-65 is
effective for interim and annual periods ending after
June 15, 2009. Effective April 1, 2009, we adopted ASC section 320-10-65. We had no
cumulative effect adjustment because we had no debt
securities determined previously to be
other-than-temporarily impaired. Beginning on April 1,
2009, we analyzed our debt securities for
other-than-temporary impairment adjustments using the
guidance in ASC section 320-10-65.
In April 2009, the FASB issued FSP FAS 157-4,
Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not
Orderly, codified in ASC section 820-10-35. ASC section
820-10-35 provides guidelines for making fair value
measurements that are more consistent with the principles
presented in FAS 157, Fair Value Measurements, codified
in ASC subtopic 820-10. ASC section 820-10-35 is
effective for interim and annual periods ending after
June 15, 2009. Effective April 1, 2009, we adopted ASC
section 820-10-35. The adoption of ASC section 820-10-35
expanded certain fair value disclosures in our financial
statements but had no effect on our results of
operations, financial condition or liquidity.
In April 2009, the FASB issued FSP FAS 107-1 and
Accounting Principles Board (APB) 28-1, Interim
Disclosures about Fair Value of Financial Instruments,
codified in ASC section 825-10-65. ASC section 825-10-65 amends FAS 107, Disclosures
about Fair Value of Financial Instruments, codified in
ASC subtopic 825-10, to require disclosures about fair
value of financial instruments for interim periods as
well as in annual financial statements. ASC section
825-10-65 is effective for interim and annual periods
ending after June 30, 2009. Effective July 1, 2009, we
adopted ASC section 825-10-65.
In May 2009, the FASB issued FAS 165, Subsequent Events,
codified in ASC section 855-10-50. ASC section 855-10-50
establishes general standards of accounting for and
disclosure of events that occur after the balance sheet
date but before financial statements are issued or are
available to be issued. ASC section 855-10-50 is effective
for interim and annual periods ending after June 15, 2009.
Effective June 30, 2009, we adopted ASC section 855-10-50.
We have evaluated subsequent events for potential
recognition or disclosure.
In June 2009, the FASB issued FAS 168, The FASB
Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles a replacement
of FASB Statement No. 162, codified in ASC topic 105. On
the effective date of this Standard, ASC became the source
of authoritative U.S. accounting and reporting standards
for nongovernmental entities, in addition to guidance
issued by the SEC. ASC significantly changes the way
financial statement preparers, auditors and academic
personnel perform accounting research. This statement is
effective for financial statements issued for interim and
annual periods ending after September 15, 2009. The new
standard flattens the GAAP hierarchy to two levels: one
that is authoritative (in ASC) and one that is
non-authoritative (not in ASC). We began to use the new
guidelines and numbering system prescribed by the Codification referring
to GAAP in the third quarter of 2009. As the intent of
Codification was not to change or alter existing GAAP,
the adoption did not impact our financial position or
results of operations.
In June 2009, the FASB issued FAS 166, Accounting for
Transfers of Financial Assets, an Amendment of FASB
Statement No. 140, codified in ASC subtopic 860-20. FAS
166 amends the derecognition guidance in Statement 140 and
eliminates the concept of qualifying special-purpose
entities (QSPEs). FAS 166 is effective for fiscal years
and interim periods beginning after November 15, 2009. We
adopted FAS 166 on January 1, 2010 but have not yet
determined the effect of its adoption on our consolidated
financial statements.
In June 2009, the FASB issued FAS 167, Amendments to FASB
Interpretation No. 46(R), which amends the consolidation
guidance applicable to variable interest entities (VIEs)
and is codified in ASC subtopic 810-10. An entity would
consolidate a VIE, as the primary beneficiary, when the
entity has both of the following characteristics: (a) the
power to direct the activities of a VIE that most
significantly impact the entitys economic performance and
(b) the obligation to absorb losses of the entity that
could potentially be significant to the VIE or the right
to receive benefits from the entity that could potentially
be significant to the VIE. FAS 167 requires ongoing
reassessment of whether an enterprise is the primary
beneficiary of a VIE. FAS 167 amends FASB Interpretation
No. 46(R) to eliminate the quantitative approach
previously required for determining the primary
beneficiary of a VIE. FAS 167 is effective for fiscal years and interim periods beginning after November 15,
2009. We adopted FAS 167 on January 1, 2010 but have not
yet determined the effect of its adoption on our
consolidated financial statements.
In January 2010, the FASB issued Accounting Standards
Update (ASU) 2010-06, Improving Disclosures about Fair
Value Measurements. ASU 2010-06 provides amendments to
ASC subtopic 820-10 requiring new and clarifying existing
fair value disclosures. ASU 2010-06 is effective for
fiscal years beginning after December 15, 2010 and for
interim periods within those fiscal years. We will adopt
ASU 2010-06 on January 1, 2011 and have not yet determined
the effect of its adoption on our consolidated financial
statements.
3 Transactions with Affiliates
Our insurance subsidiaries conduct business and have
various agreements with Donegal Mutual that are described
below:
a. Reinsurance Pooling and Other Reinsurance Arrangements
Atlantic States, our largest subsidiary, and Donegal
Mutual have a pooling agreement under which both companies
pool substantially all of their respective premiums,
losses and loss expenses and receive an allocated
percentage of their combined underwriting results. From
July 1, 2000 through February 29, 2008, Atlantic States
had a 70% share of the results of the pool, and Donegal
Mutual had a 30% share of the results of the pool.
Effective March 1, 2008, Donegal Mutual and Atlantic
States amended the pooling agreement to increase Atlantic
Statess share of the results of the pool to 80%. The
intent of the pooling agreement is to produce more uniform
and stable underwriting results from year to year for each
pool participant than they would experience individually
and to spread the risk of loss between the participants
based on each participants relative amount of surplus and
relative access to capital. Each participant in the pool
has at its disposal the capacity of the entire pool,
rather than being limited to policy exposures of a size
commensurate with its own capital and surplus.
24
The following amounts represent reinsurance Atlantic
States ceded to the pool during 2009, 2008 and 2007:
2009 | 2008 | 2007 | ||||||||||
Premiums earned |
$ | 96,502,445 | $ | 93,336,444 | $ | 86,026,309 | ||||||
Losses and loss expenses |
$ | 68,248,082 | $ | 54,407,168 | $ | 42,017,980 | ||||||
Prepaid reinsurance
premiums |
$ | 52,199,831 | $ | 48,448,624 | $ | 45,275,947 | ||||||
Liability for losses and
loss expenses |
$ | 55,396,390 | $ | 45,777,168 | $ | 46,226,796 | ||||||
The following amounts represent reinsurance Atlantic
States assumed from the pool during 2009, 2008 and 2007:
2009 | 2008 | 2007 | ||||||||||
Premiums earned |
$ | 223,223,583 | $ | 220,641,805 | $ | 193,690,192 | ||||||
Losses and loss expenses |
$ | 138,058,878 | $ | 140,969,892 | $ | 109,118,227 | ||||||
Unearned premiums |
$ | 117,044,000 | $ | 110,064,380 | $ | 95,691,236 | ||||||
Liability for losses and
loss expenses |
$ | 131,247,578 | $ | 121,366,321 | $ | 113,458,587 | ||||||
Donegal Mutual and Southern have a quota-share reinsurance
agreement whereby Southern assumes 100% of the premiums
and losses related to personal lines products Donegal
Mutual offers in Virginia through the use of its automated
policy quoting and issuance system. Donegal Mutual and Le
Mars have a quota-share reinsurance agreement whereby Le
Mars assumes 100% of the premiums and losses related to
certain products offered in certain Midwest states by
Donegal Mutual, which provide the availability of
complementary products to Le Mars commercial accounts.
The following amounts represent reinsurance Southern and
Le Mars assumed from Donegal Mutual pursuant to the
quota-share reinsurance agreements during 2009, 2008 and
2007:
2009 | 2008 | 2007 | ||||||||||
Premiums earned |
$ | 12,856,983 | $ | 9,690,726 | $ | 5,378,608 | ||||||
Losses and loss expenses |
$ | 10,987,391 | $ | 7,612,090 | $ | 3,797,947 | ||||||
Unearned premiums |
$ | 6,998,285 | $ | 6,064,734 | $ | 4,101,974 | ||||||
Liability for losses and
loss expenses |
$ | 4,868,486 | $ | 2,672,698 | $ | 1,152,041 | ||||||
Donegal Mutual and Peninsula have a quota-share
reinsurance agreement whereby Donegal Mutual assumes 100%
of the premiums and losses related to the workers
compensation product line of Peninsula in certain states.
Prior to January 1, 2002, Donegal Mutual and Southern had
a quota-share agreement whereby Southern ceded 50% of its
direct business, less reinsurance, to Donegal Mutual. The
business assumed by Donegal Mutual becomes part of the
pooling agreement between Donegal Mutual and Atlantic
States. The following amounts represent reinsurance ceded
to Donegal Mutual pursuant to the quota-share reinsurance
agreements during 2009, 2008 and 2007:
2009 | 2008 | 2007 | ||||||||||
Premiums earned |
$ | 2,515,075 | $ | 880,017 | $ | 457,074 | ||||||
Losses and loss expenses |
$ | 2,342,895 | $ | 697,929 | $ | (165,655 | ) | |||||
Prepaid reinsurance
premiums |
$ | 1,855,076 | $ | 889,993 | $ | 60,961 | ||||||
Liability for losses and
loss expenses |
$ | 1,980,626 | $ | 679,718 | $ | 836,031 | ||||||
Atlantic States, Southern and Le Mars each have a
catastrophe reinsurance agreement with Donegal Mutual that
limits the maximum liability under any one catastrophic
occurrence to $1,000,000, $750,000 and $500,000,
respectively, with a combined limit of $1,800,000 for a
catastrophe involving a combination of these subsidiaries.
Donegal Mutual and Southern have an excess of loss
reinsurance agreement in which Donegal Mutual assumes up
to $350,000 ($300,000 in 2008 and $150,000 in 2007) of
losses in excess of $400,000 ($300,000 in 2008 and
$250,000 in 2007). Donegal Mutual and Sheboygan had an
excess of loss reinsurance agreement during 2009 in which
Donegal Mutual assumed up to $50,000 of losses in excess
of $150,000. The following amounts represent reinsurance
ceded to Donegal Mutual pursuant to these reinsurance
agreements during 2009, 2008 and 2007:
2009 | 2008 | 2007 | ||||||||||
Premiums earned |
$ | 8,315,347 | $ | 5,508,666 | $ | 5,540,259 | ||||||
Losses and loss expenses |
$ | 9,742,303 | $ | 7,878,787 | $ | 387,451 | ||||||
Liability for losses and
loss expenses |
$ | 3,268,129 | $ | 5,456,611 | $ | 3,171,245 | ||||||
The following amounts represent the effect of
affiliated reinsurance transactions on net premiums our
insurance subsidiaries earned during 2009, 2008 and
2007:
2009 | 2008 | 2007 | ||||||||||
Assumed |
$ | 236,080,566 | $ | 230,332,531 | $ | 199,068,800 | ||||||
Ceded |
(107,332,867 | ) | (99,725,127 | ) | (92,023,642 | ) | ||||||
Net |
$ | 128,747,699 | $ | 130,607,404 | $ | 107,045,158 | ||||||
The following amounts represent the effect of
affiliated reinsurance transactions on net losses and
loss expenses our insurance subsidiaries incurred
during 2009, 2008 and 2007:
2009 | 2008 | 2007 | ||||||||||
Assumed |
$ | 149,046,269 | $ | 148,581,982 | $ | 112,916,174 | ||||||
Ceded |
(80,333,280 | ) | (62,983,884 | ) | (42,239,776 | ) | ||||||
Net |
$ | 68,712,989 | $ | 85,598,098 | $ | 70,676,398 | ||||||
b. Expense Sharing
Donegal Mutual provides facilities, management and other
services to us and our insurance subsidiaries. Donegal
Mutual allocates certain related expenses to Atlantic
States in relation to the relative participation of
Atlantic States and Donegal Mutual in the pooling
agreement. Our insurance subsidiaries other than Atlantic
States reimburse Donegal Mutual for their personnel costs
and bear their proportionate share of information services
costs based on their percentage of total written premiums
of the Donegal Insurance Group. Charges for these services
totalled $60,175,789, $56,819,869 and $52,268,253 for
2009, 2008 and 2007, respectively.
c. Lease Agreement
We lease office equipment and automobiles with terms
ranging from 3 to 10 years to Donegal Mutual under a
10-year lease agreement dated January 1, 2000.
d. Legal Services
Donald H. Nikolaus, our President and one of our
directors, is a partner in the law firm of Nikolaus &
Hohenadel. Such firm has served as our general counsel since 1986, principally in
connection with the defense of claims litigation arising
in Lancaster, Dauphin and York counties of Pennsylvania.
We pay such firm its customary fees for such services.
e. Province Bank
As of December 31, 2009 and 2008, we had $10,163,195 and
$2,063,569, respectively, in checking accounts with
Province Bank, a wholly owned subsidiary of DFSC. We
earned $3,260, $133,251 and $210,654 in interest on these
accounts during 2009, 2008 and 2007, respectively.
25
4 Business Combinations
During 2008, we acquired all of the outstanding stock of
Sheboygan. We accounted for this acquisition as a
business combination.
In December 2006, Donegal Mutual consummated an
affiliation with Sheboygan. As part of the affiliation,
Donegal Mutual entered into a management agreement with
and purchased a $3.5 million surplus note issued by
Sheboygan. During 2007, Sheboygans board of directors
adopted a plan of conversion to convert to a stock
insurance company. Following policyholder and regulatory
approval of the plan of conversion, we acquired all of
the outstanding stock of Sheboygan as of December 1, 2008
for approximately $12.0 million in cash, including
payment of the principal amount of the surplus note ($3.5
million) and accrued interest ($32,171) to Donegal Mutual. The payment also included a
surplus contribution ($8.5 million) to Sheboygan to
support future premium growth. Sheboygans results of
operations have been included in our consolidated results
from December 1, 2008. At December 31, 2009 and 2008,
Sheboygan had amounts due to policyholders pursuant to
the plan of conversion of $316,927 and $6.8 million,
respectively.
The acquisition of Sheboygan enabled us to extend our
insurance business to Wisconsin. Sheboygan, organized
under the laws of Wisconsin in 1899, operates as a
property and casualty insurer in Wisconsin. Personal lines
coverages represent a majority of Sheboygans premiums
written, with the balance coming from farmowners and
mercantile and service businesses. Sheboygans largest
lines of business are homeowners, private passenger
automobile liability and physical damage. For the years
ended December 31, 2008 and 2007, Sheboygan had net
premiums earned of $7.9 million and $7.7 million,
respectively. For the years ended December 31, 2008 and
2007, Sheboygan had a statutory net (loss) income of
($1.1) million, and $632,202, respectively. Sheboygans
total admitted assets on a statutory basis as of December
31, 2008 and 2007 were $25.7 million and $17.5 million,
respectively. Sheboygans surplus on a statutory basis as
of December 31, 2008 and 2007 was $11.2 million and $10.6
million, respectively. Net loss for 2008 and all amounts
for 2007 are unaudited. We based the purchase price of
Sheboygan upon an independent valuation of Sheboygan as of
September 30, 2008.
5 Investments
The amortized cost and estimated fair values of fixed
maturities and equity securities at December 31, 2009 and
2008 are as follows:
2009 | ||||||||||||||||
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Held to Maturity | Cost | Gains | Losses | Value | ||||||||||||
U.S. Treasury securities
and obligations of
U.S. government
corporations
and agencies |
$ | 2,000,000 | $ | 80,260 | $ | | $ | 2,080,260 | ||||||||
Obligations of states
and political
subdivisions |
61,736,351 | 3,011,092 | 24,034 | 64,723,409 | ||||||||||||
Corporate securities |
6,243,138 | 72,300 | 13,034 | 6,302,404 | ||||||||||||
Residential mortgage-backed securities |
3,827,637 | 72,059 | 29 | 3,899,667 | ||||||||||||
Totals |
$ | 73,807,126 | $ | 3,235,711 | $ | 37,097 | $ | 77,005,740 | ||||||||
2009 | ||||||||||||||||
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Available for Sale | Cost | Gains | Losses | Value | ||||||||||||
U.S. Treasury securities
and obligations of
U.S. government
corporations
and agencies |
$ | 41,061,366 | $ | 154,076 | 585,363 | $ | 40,630,079 | |||||||||
Obligations of states
and political
subdivisions |
346,798,545 | 12,587,395 | 1,019,462 | 358,366,478 | ||||||||||||
Corporate securities |
26,971,526 | 866,136 | 71,859 | 27,765,803 | ||||||||||||
Residential mortgage-backed securities |
88,914,148 | 2,356,647 | 329,483 | 90,941,312 | ||||||||||||
Fixed maturities |
503,745,585 | 15,964,254 | 2,006,167 | 517,703,672 | ||||||||||||
Equity securities |
3,804,064 | 6,338,360 | 227,798 | 9,914,626 | ||||||||||||
Totals |
$ | 507,549,649 | $ | 22,302,614 | $ | 2,233,965 | $ | 527,618,298 | ||||||||
2008 | ||||||||||||||||
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Held to Maturity | Cost | Gains | Losses | Value | ||||||||||||
U.S. Treasury securities
and obligations of
U.S. government
corporations
and agencies |
$ | 8,516,714 | $ | 176,071 | $ | | $ | 8,692,785 | ||||||||
Obligations of states
and political
subdivisions |
76,450,762 | 1,954,867 | 231,545 | 78,174,084 | ||||||||||||
Corporate securities |
8,341,519 | 57,124 | 391,701 | 8,006,942 | ||||||||||||
Residential mortgage-backed securities |
6,569,161 | 35,256 | 29,204 | 6,575,213 | ||||||||||||
Totals |
$ | 99,878,156 | $ | 2,223,318 | $ | 652,450 | $ | 101,449,024 | ||||||||
2008 | ||||||||||||||||
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Available for Sale | Cost | Gains | Losses | Value | ||||||||||||
U.S. Treasury securities
and obligations of
U.S. government
corporations
and agencies |
$ | 6,525,568 | $ | 104,732 | | $ | 6,630,300 | |||||||||
Obligations of states
and political
subdivisions |
341,662,882 | 5,320,541 | 9,980,590 | 337,002,833 | ||||||||||||
Corporate securities |
24,517,546 | 208,337 | 790,169 | 23,935,714 | ||||||||||||
Residential mortgage-backed securities |
76,303,846 | 1,960,753 | 17,697 | 78,246,902 | ||||||||||||
Fixed maturities |
449,009,842 | 7,594,363 | 10,788,456 | 445,815,749 | ||||||||||||
Equity securities |
2,939,236 | 3,015,197 | 59,458 | 5,894,975 | ||||||||||||
Totals |
$ | 451,949,078 | $ | 10,609,560 | $ | 10,847,914 | $ | 451,710,724 | ||||||||
26
The amortized cost and estimated fair value of fixed maturities at
December 31, 2009, by contractual maturity, are shown
below. Expected maturities may differ from contractual
maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment
penalties.
Estimated | ||||||||
Amortized | Fair | |||||||
Cost | Value | |||||||
Held to maturity |
||||||||
Due in one year or less |
$ | 4,500,006 | $ | 4,555,420 | ||||
Due after one year through five years |
6,014,660 | 6,170,132 | ||||||
Due after five years through ten years |
56,119,315 | 58,971,616 | ||||||
Due after ten years |
3,345,508 | 3,408,905 | ||||||
Mortgage-backed securities |
3,827,637 | 3,899,667 | ||||||
Total held to maturity |
$ | 73,807,126 | $ | 77,005,740 | ||||
Available for sale |
||||||||
Due in one year or less |
$ | 11,664,381 | $ | 11,910,987 | ||||
Due after one year through five years |
73,398,473 | 75,384,290 | ||||||
Due after five years through ten years |
106,810,216 | 110,232,681 | ||||||
Due after ten years |
222,958,367 | 229,234,402 | ||||||
Mortgage-backed securities |
88,914,148 | 90,941,312 | ||||||
Total available for sale |
$ | 503,745,585 | $ | 517,703,672 | ||||
The amortized cost of fixed maturities on deposit
with various regulatory authorities at December 31, 2009
and 2008 amounted to $9,761,979 and $9,189,695,
respectively.
Investments in affiliates consisted of the following at
December 31, 2009 and 2008:
2009 | 2008 | |||||||
DFSC |
$ | 8,844,347 | $ | 8,129,177 | ||||
Other |
465,000 | 465,000 | ||||||
Total |
$ | 9,309,347 | $ | 8,594,177 | ||||
We made additional equity investments in DFSC in the
amounts of $100,000 and $0 during 2009 and 2008,
respectively. Other income and expenses in our
consolidated statements of income include income
(expenses) of $471,097, $112,065 and ($182,502) for 2009,
2008 and 2007, respectively, representing our share of
DFSCs income or loss. In addition, other comprehensive
income (loss) in our statements of comprehensive income
includes net unrealized gains of $93,647, $193,241 and
$206,871 for 2009, 2008 and 2007, respectively,
representing our share of DFSCs unrealized investment
gains.
Other investment in affiliates represents our investment
in statutory trusts that hold our subordinated debentures
as discussed in Note 10 Borrowings.
We derive net investment income, consisting primarily
of interest and dividends, from the following sources:
2009 | 2008 | 2007 | ||||||||||
Fixed maturities |
$ | 24,458,118 | $ | 23,379,999 | $ | 21,670,399 | ||||||
Equity securities |
69,287 | 552,575 | 853,960 | |||||||||
Short-term investments |
199,735 | 1,079,325 | 2,146,342 | |||||||||
Other |
47,514 | 36,008 | 34,214 | |||||||||
Investment income |
24,774,654 | 25,047,907 | 24,704,915 | |||||||||
Investment expenses |
(4,144,071 | ) | (2,292,123 | ) | (1,919,663 | ) | ||||||
Net investment income |
$ | 20,630,583 | $ | 22,755,784 | $ | 22,785,252 | ||||||
Gross realized gains and losses from investments and
the change in the difference between fair value and cost
of investments, before applicable income taxes, are as
follows:
2009 | 2008 | 2007 | ||||||||||
Gross realized gains: |
||||||||||||
Fixed maturities |
$ | 2,654,648 | $ | 1,641,249 | $ | 246,959 | ||||||
Equity securities |
2,179,331 | 2,397,716 | 2,830,592 | |||||||||
4,833,979 | 4,038,965 | 3,077,551 | ||||||||||
Gross realized losses: |
||||||||||||
Fixed maturities |
102,143 | 311,900 | 11,286 | |||||||||
Equity securities |
252,278 | 6,697,781 | 1,015,215 | |||||||||
354,421 | 7,009,681 | 1,026,501 | ||||||||||
Net realized gains (losses) |
$ | 4,479,558 | $ | (2,970,716 | ) | $ | 2,051,050 | |||||
Change in difference between
fair value and cost of
investments: |
||||||||||||
Fixed maturities |
$ | 18,779,926 | $ | (7,235,434 | ) | $ | 5,132,415 | |||||
Equity securities |
3,154,823 | (3,440,944 | ) | (639,612 | ) | |||||||
Totals |
$ | 21,934,749 | $ | (10,676,378 | ) | $ | 4,492,803 | |||||
We held fixed maturities and equity securities with
unrealized losses representing declines that we considered
temporary at December 31, 2009 as follows:
Less than 12 months | 12 months or longer | |||||||||||||||
Fair | Unrealized | Fair | Unrealized | |||||||||||||
Value | Losses | Value | Losses | |||||||||||||
U.S. Treasury securities
and obligations of
U.S. government
corporations
and agencies |
$ | 26,703,601 | $ | 585,364 | $ | | $ | | ||||||||
Obligations of states
and political
subdivisions |
17,971,018 | 256,527 | 29,582,488 | 786,970 | ||||||||||||
Corporate securities |
1,284,405 | 23,525 | 666,941 | 61,366 | ||||||||||||
Residential mortgage-
backed securities |
23,514,855 | 328,969 | 477,421 | 543 | ||||||||||||
Equity securities |
2,139,457 | 227,798 | | | ||||||||||||
Totals |
$ | 71,613,336 | $ | 1,422,183 | $ | 30,726,850 | $ | 848,879 | ||||||||
We held fixed maturities and equity securities with
unrealized losses representing declines that we considered
temporary at December 31, 2008 as follows:
Less than 12 months | 12 months or longer | |||||||||||||||
Fair | Unrealized | Fair | Unrealized | |||||||||||||
Value | Losses | Value | Losses | |||||||||||||
U.S. Treasury securities
and obligations of
U.S. government
corporations
and agencies |
$ | | $ | | $ | | $ | | ||||||||
Obligations of states
and political
subdivisions |
117,360,120 | 6,880,692 | 65,626,857 | 3,331,443 | ||||||||||||
Corporate securities |
16,780,992 | 448,760 | 2,536,165 | 733,109 | ||||||||||||
Residential mortgage-
backed securities |
2,925,368 | 24,376 | 2,928,685 | 22,526 | ||||||||||||
Equity securities |
484,000 | 59,458 | | | ||||||||||||
Totals |
$ | 137,550,480 | $ | 7,413,286 | $ | 71,091,707 | $ | 4,087,078 | ||||||||
27
We make estimates concerning the valuation of our
investments and the recognition of other-than-temporary
declines in the value of our investments. For equity
securities, we write down the investment to its fair value
and we reflect the amount of the write-down as a realized
loss in our results of operations when we consider the
decline in value of an individual investment to be other
than temporary. We individually monitor all investments
for other-than-temporary declines in value. Generally, we
assume there has been an other-than-temporary decline in
value if an individual equity security has depreciated in
value by more than 20% of original cost and has been in
such an unrealized loss position for more than six months.
We held five equity securities that were in an unrealized
loss position at December 31, 2009. Based upon our
analysis of general market conditions and underlying
factors impacting these equity securities, we considered
these declines in value to be temporary. With respect to a
debt security that is in an unrealized loss position, we
first assess if we intend to sell the debt security. If we
determine we intend to sell the debt security, we
recognize the impairment loss in our results of
operations. If we do not intend to sell the debt security,
we determine whether it is more likely than not that we
will be required to sell the debt security prior to
recovery. If we determine it is more likely than not that
we will be required to sell the debt security prior to
recovery, we recognize an impairment loss in our results
of operations. If we determine it is more likely than not
that we will not be required to sell the debt security
prior to recovery, we then evaluate whether a credit loss
has occurred. We determine whether a credit loss has
occurred by comparing the amortized cost of the debt
security to the present value of the cash flows we expect
to collect. If we expect a cash flow shortfall, we
consider that a credit loss has occurred. If we determine
that a credit loss occurred, we consider the impairment to
be other than temporary. We then recognize the amount of
the
impairment loss related to the credit loss in our results
of operations, and we recognize the remaining portion of
the impairment loss in our other comprehensive income, net
of applicable taxes. In addition, we may write down
securities in an unrealized loss position based on a
number of other factors, including when the fair value of
an investment is significantly below its cost, when the
financial condition of the issuer of a security has
deteriorated, the occurrence of industry, company or
geographic events that have negatively impacted the value
of a security and rating agency downgrades. We held 73
debt securities that were in an unrealized loss position
at December 31, 2009. Based upon our analysis of general
market conditions and underlying factors impacting these
debt securities, we considered these declines in value to
be temporary.
We included losses of $0, $1.2 million and $469,000 in
net realized investment gains (losses) in 2009, 2008 and
2007, respectively, for certain equity investments
trading below cost on an other-than-temporary basis.
We had no sales or transfers from the held to maturity
portfolio in 2009, 2008 or 2007.
We have no derivative instruments or hedging activities.
6 Fair Value Measurements
We account for financial assets using a framework that
establishes a hierarchy that ranks the quality and
reliability of inputs, or assumptions, used in the
determination of fair value, and we classify financial
assets and liabilities carried at fair value in one of the
following three categories:
Level 1 quoted prices in active markets for
identical assets and liabilities;
Level 2 directly or indirectly observable inputs
other than Level 1 quoted prices; and
Level 3 unobservable inputs not corroborated by market data.
For investments that have quoted market prices in active
markets, we use the quoted market price as fair value and
include these investments in Level 1 of the fair value
hierarchy. We classify publicly traded equity securities
as Level 1. When quoted market prices in active markets
are not available, we base fair values on quoted market
prices of comparable instruments or broker quotes. We
classify our fixed maturity investments as Level 2. Our
fixed maturity investments consist of U.S. Treasury
securities and obligations of U.S. government corporations
and agencies, obligations of states and political
subdivisions, corporate securities and residential
mortgage-backed securities.
We reclassified one equity security to Level 3 during
2009. We utilized a fair value model that incorporated
significant unobservable inputs, such as estimated
volatility, to estimate the equity securitys fair value.
We are restricted from selling this equity security, which
we obtained in an initial public offering, for a period of
18 to 24 months, and the fair value we determined as of
December 31, 2009 reflects this selling restriction. We
recorded an unrealized gain of $3.4 million related to
this security in other comprehensive income for the year
ended December 31, 2009.
We present our investments in available-for-sale fixed
maturity
and equity securities at estimated fair value. The
estimated fair value of a security may differ from the
amount that could be realized if the security were sold in
a forced transaction. In addition, the valuation of fixed
maturity investments is more subjective when markets are
less liquid, increasing the potential that the estimated
fair value does not reflect the price at which an actual
transaction would occur. We utilize nationally recognized
independent pricing services to estimate fair values for
substantially all of our fixed maturity and equity
investments. We generally obtain one price per security.
The pricing services utilize market quotations for fixed
maturity and equity securities that have quoted prices in
active markets. For fixed maturity securities that
generally do not trade on a daily basis, the pricing
services prepare estimates of fair value measurements
using proprietary pricing applications, which include
available relevant market information, benchmark yields,
sector curves and matrix pricing. The pricing services do
not use broker quotes in determining the fair values of
our investments. We review the estimates of fair value
provided by the pricing services to determine if the
estimates obtained are representative of fair values based
upon our general knowledge of the market, our research
findings related to unusual fluctuations in value and our
comparison of such values to execution prices for similar
securities. As of December 31, 2009 and 2008, we received
one estimate per security from one of the pricing
services, and we priced all but an insignificant amount of
our Level 1 and Level 2 investments using those prices. In
our review of the estimates provided by the pricing
services as of December 31, 2009 and 2008, we did not
identify any discrepancies, and we did not make any
adjustments to the estimates the pricing services
provided.
We present our cash and short-term investments at cost,
which approximates fair value. The carrying values in our
consolidated balance sheets for premium and reinsurance
receivables and payables approximate their fair values.
The carrying amounts reported in our consolidated balance
sheets for our subordinated debentures approximate their
fair values due to their variable rate nature.
We evaluate our assets and liabilities on a regular basis
to determine the appropriate level at which to classify
them for each reporting period.
28
The following table presents our fair value measurements
for our investments in available-for-sale fixed
maturities and equity securities as of December 31, 2009:
Fair Value Measurements Using | ||||||||||||||||
Quoted Prices in | Significant | |||||||||||||||
Active Markets | Other | Significant | ||||||||||||||
for Identical | Observable | Unobservable | ||||||||||||||
Assets | Inputs | Inputs | ||||||||||||||
Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
U.S. Treasury
securities and
obligations of
U.S. government
corporations and
agencies |
$ | 40,630,079 | $ | | $ | 40,630,079 | $ | | ||||||||
Obligations of
states and political
subdivisions |
358,366,478 | | 358,366,478 | | ||||||||||||
Corporate securities |
27,765,803 | | 27,765,803 | | ||||||||||||
Residential mortgage-
backed securities |
90,941,312 | | 90,941,312 | | ||||||||||||
Equity securities |
9,914,626 | 2,426,567 | 1,256,405 | 6,231,654 | ||||||||||||
Totals |
$ | 527,618,298 | $ | 2,426,567 | $ | 518,960,077 | $ | 6,231,654 | ||||||||
The following table presents our fair value
measurements for our investments in available-for-sale
fixed maturities and equity securities as of December 31,
2008:
Fair Value Measurements Using | ||||||||||||||||
Quoted Prices in | Significant | |||||||||||||||
Active Markets | Other | Significant | ||||||||||||||
for Identical | Observable | Unobservable | ||||||||||||||
Assets | Inputs | Inputs | ||||||||||||||
Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
U.S. Treasury
securities and
obligations of
U.S. government
corporations and
agencies |
$ | 6,630,300 | $ | | $ | 6,630,300 | $ | | ||||||||
Obligations of
states and political
subdivisions |
337,002,833 | | 337,002,833 | | ||||||||||||
Corporate securities |
23,935,714 | | 23,935,714 | | ||||||||||||
Residential mortgage-
backed securities |
78,246,902 | | 78,246,902 | | ||||||||||||
Equity securities |
5,894,975 | 4,970,501 | 924,474 | | ||||||||||||
Totals |
$ | 451,710,724 | $ | 4,970,501 | $ | 446,740,223 | $ | | ||||||||
The following table presents a roll forward of the
significant unobservable inputs for our Level 3 equity
securities for 2009:
Balance, January 1 |
$ | | ||
Reclassification to Level 3 |
4,958,531 | |||
Sales of securities |
(1,293,600 | ) | ||
Change in net unrealized gains |
2,566,723 | |||
Balance, December 31 |
$ | 6,231,654 | ||
7 Deferred Policy Acquisition Costs
Changes in our insurance subsidiaries deferred policy
acquisition costs are as follows:
2009 | 2008 | 2007 | ||||||||||
Balance, January 1 |
$ | 29,541,281 | $ | 26,235,072 | $ | 24,738,929 | ||||||
Acquisition costs deferred |
63,594,898 | 61,556,209 | 52,701,143 | |||||||||
Amortization charged
to earnings |
(60,292,000 | ) | (58,250,000 | ) | (51,205,000 | ) | ||||||
Balance, December 31 |
$ | 32,844,179 | $ | 29,541,281 | $ | 26,235,072 | ||||||
8 Property and Equipment
Property and equipment at December 31, 2009 and 2008
consisted of the following:
Estimated | ||||||||||||
Useful | ||||||||||||
2009 | 2008 | Life | ||||||||||
Office equipment |
$ | 8,177,197 | $ | 7,835,404 | 5-15 years | |||||||
Automobiles |
1,591,133 | 1,576,055 | 3 years | |||||||||
Real estate |
5,016,722 | 4,981,529 | 15-50 years | |||||||||
Software |
1,631,763 | 1,077,790 | 5 years | |||||||||
16,416,815 | 15,470,778 | |||||||||||
Accumulated depreciation |
(9,824,592 | ) | (8,784,094 | ) | ||||||||
$ | 6,592,223 | $ | 6,686,684 | |||||||||
Depreciation expense for 2009, 2008 and 2007 amounted to $1.0 million,
$1.0 million and $901,798, respectively.
9 Liability for Losses and Loss Expenses
The establishment of an appropriate liability for losses
and loss expenses is an inherently uncertain process, and
there can be no assurance that our insurance subsidiaries
ultimate liability will not exceed their loss and loss
expense reserves and have an adverse effect on our results
of operations and financial condition. Furthermore, we
cannot predict the timing, frequency and extent of
adjustments to our insurance subsidiaries estimated
future liabilities, since the historical conditions and
events that serve as a basis for their estimates of
ultimate claim costs may change. As is the case for
substantially all property and casualty insurance
companies, our insurance subsidiaries have found it
necessary in the past to increase their estimated future
liabilities for losses and loss expenses in certain
periods, and in other periods our insurance subsidiaries
estimates have exceeded their actual liabilities. Changes
in our insurance subsidiaries estimate of their liability
for losses and loss expenses generally reflect actual
payments and their evaluation of information received
since the prior reporting date.
We summarize activity in our insurance subsidiaries
liability for losses and loss expenses as follows:
2009 | 2008 | 2007 | ||||||||||
Balance at January 1 |
$ | 239,809,276 | $ | 226,432,402 | $ | 259,022,459 | ||||||
Less reinsurance
recoverable |
(78,502,518 | ) | (76,280,437 | ) | (95,710,496 | ) | ||||||
Net balance at January 1 |
161,306,758 | 150,151,965 | 163,311,963 | |||||||||
Acquisition of Sheboygan |
| 2,173,374 | | |||||||||
Incurred related to: |
||||||||||||
Current year |
241,012,436 | 221,617,127 | 187,796,474 | |||||||||
Prior years |
9,822,960 | 2,683,837 | (10,012,842 | ) | ||||||||
Total incurred |
250,835,396 | 224,300,964 | 177,783,632 | |||||||||
Paid related to: |
||||||||||||
Current year |
152,292,967 | 143,369,098 | 118,444,254 | |||||||||
Prior years |
79,587,069 | 71,950,447 | 72,499,376 | |||||||||
Total paid |
231,880,036 | 215,319,545 | 190,943,630 | |||||||||
Net balance at
December 31 |
180,262,118 | 161,306,758 | 150,151,965 | |||||||||
Plus reinsurance
recoverable |
83,336,726 | 78,502,518 | 76,280,437 | |||||||||
Balance at December 31 |
$ | 263,598,844 | $ | 239,809,276 | $ | 226,432,402 | ||||||
29
Our insurance subsidiaries recognized an increase
(decrease) in their liability for losses and loss expenses
of prior years of $9.8 million, $2.7 million and ($10.0)
million in 2009, 2008 and 2007, respectively. Our
insurance subsidiaries made no significant changes in
their reserving philosophy, key reserving assumptions or
claims management personnel, and have made no significant
offsetting changes in estimates that increased or
decreased their loss and loss expense reserves in these
years. The majority of the 2009 development related to
increases in the liability for losses and loss expenses of
prior years for Atlantic States and Southern. The 2009
development represented 6.0% of our December 31, 2008
carried reserves and was driven primarily by
higher-than-expected severity in the private passenger
automobile liability, homeowners and workers compensation
lines of business in accident year 2008. The 2008
development represented 1.2% of our December 31, 2007
carried reserves and was driven primarily by
higher-than-expected severity in the private passenger
automobile liability line of business in accident year
2007. Our insurance subsidiaries recognized favorable
development in 2007 primarily in the private passenger
automobile liability, workers compensation, commercial
automobile liability and commercial multi-peril lines of
business.
10 Borrowings
Line of Credit
On November 25, 2003, we entered into a credit agreement with
Manufacturers and Traders Trust Company (M&T) relating to a four-year
$35.0 million unsecured, revolving line of credit. On July
20, 2006, we amended the agreement with M&T to extend the
credit agreement for four years from the date of amendment
on substantially the same terms. As of December 31, 2009,
we may borrow up to $35.0 million at interest rates equal
to M&Ts current prime rate or the then current London
Interbank Eurodollar bank rate (LIBOR) plus between 1.50%
and 1.75%, depending on our leverage ratio. In addition,
we pay a fee of 0.15% per annum on the loan commitment
amount, regardless of usage. The agreement requires our
compliance with certain covenants, which include minimum
levels of our net worth, leverage ratio and statutory
surplus and A.M. Best ratings of our insurance
subsidiaries. During the year ended December 31, 2009, we
had no outstanding borrowings, and we complied with all
requirements of the credit agreement. We intend to extend
the credit agreement during 2010.
Subordinated Debentures
On May 15, 2003, we received $15.0 million in net
proceeds from the issuance of subordinated debentures.
We redeemed these debentures on August 15, 2008.
On October 29, 2003, we received $10.0 million in net
proceeds from the issuance of subordinated debentures.
The debentures mature on October 29, 2033 and are
callable at our option, at par. The debentures carry an
interest rate equal to the three-month LIBOR rate plus
4.10%, which is adjustable quarterly. At December 31,
2009, the interest rate on these debentures was 4.37% and
was next subject to adjustment on February 15, 2010. As
of December 31, 2009 and 2008, our consolidated balance
sheets included an investment in a statutory trust of
$310,000 and subordinated debentures of $10.3 million
related to this transaction.
On May 24, 2004, we received $5.0 million in net proceeds
from the issuance of subordinated debentures. The
debentures mature on May 24, 2034 and are callable at our
option, at par. The debentures carry an interest rate
equal to the three-month LIBOR rate plus 3.85%, which is
adjustable quarterly. At December 31, 2009, the interest
rate on these debentures was 4.11% and was next subject
to adjustment on February 24, 2010. As of December 31,
2009 and 2008, our consolidated balance sheets included
an investment in a statutory trust of $155,000 and
subordinated debentures of $5.2 million related to this
transaction.
11 Reinsurance
Unaffiliated Reinsurers
Our insurance subsidiaries and Donegal Mutual purchase
certain third-party reinsurance on a combined basis. Le
Mars, Peninsula and Sheboygan also have separate
third-party reinsurance programs that provide certain
coverage that is commensurate with their relative size and
exposures. Our insurance subsidiaries use several
different reinsurers, all of which, consistent with the
requirements of our insurance subsidiaries and Donegal
Mutual, have an A.M. Best rating of A- (Excellent) or
better or, with respect to foreign reinsurers, have a
financial condition that, in the opinion of our
management, is equivalent to a company with at least an A-
rating from A.M. Best. The external reinsurance our
insurance subsidiaries and Donegal Mutual purchase
includes excess of loss reinsurance, under which their
losses are automatically reinsured, through a series of
contracts, over a set retention (generally $750,000), and
catastrophic reinsurance, under which they recover,
through a series of contracts, 100% of an accumulation of
many losses resulting from a single event, including
natural disasters, over a set retention (generally $3.0
million). Our insurance subsidiaries principal third
party reinsurance agreement in 2009 was a multi-line per
risk excess of loss treaty that provided 100% coverage up
to $1.0 million for both property and liability losses
over the set retention. For property insurance, our
insurance subsidiaries also had excess of loss treaties
that provided for additional coverage over the multi-line
treaty up to $2.5 million per loss. For liability
insurance, our insurance subsidiaries had excess of loss
treaties that provided for additional coverage over the
multi-line treaty up to $40.0 million per occurrence. For
workers compensation insurance, our insurance
subsidiaries had excess of loss treaties that provided for
additional coverage over the multi-line treaty up to $10.0
million on any one life. Our insurance subsidiaries and
Donegal Mutual had property catastrophe coverage through a
series of layered treaties up to aggregate losses of
$100.0 million for any single event. As many as nine
reinsurers provided coverage on any one treaty with no
reinsurer taking more than 29.0% of any one contract. The amount of coverage
provided under each of these types of reinsurance depends
upon the amount, nature, size and location of the risks
being reinsured. Donegal Mutual and our insurance
subsidiaries also purchased facultative reinsurance to
cover exposures from losses that exceeded the limits
provided by our respective treaty reinsurance. The
following amounts represent ceded reinsurance
transactions with unaffiliated reinsurers during 2009,
2008 and 2007:
2009 | 2008 | 2007 | ||||||||||
Premiums written |
$ | 19,758,224 | $ | 19,458,572 | $ | 22,922,229 | ||||||
Premiums earned |
$ | 19,870,265 | $ | 19,348,674 | $ | 22,805,393 | ||||||
Losses and loss expenses |
$ | 6,796,388 | $ | 11,129,036 | $ | 4,934,928 | ||||||
Prepaid reinsurance premiums |
$ | 1,985,821 | $ | 2,097,870 | $ | 1,949,428 | ||||||
Liability for losses and
loss expenses |
$ | 22,692,993 | $ | 27,258,815 | $ | 26,046,365 | ||||||
Total Reinsurance
The following amounts represent our total ceded
reinsurance transactions with both affiliated and
unaffiliated reinsurers during 2009, 2008 and 2007:
2009 | 2008 | 2007 | ||||||||||
Premiums earned |
$ | 127,203,132 | $ | 119,073,801 | $ | 114,829,037 | ||||||
Losses and loss expenses |
$ | 87,129,668 | $ | 74,112,920 | $ | 47,174,704 | ||||||
Prepaid reinsurance premiums |
$ | 56,040,728 | $ | 51,436,487 | $ | 47,286,334 | ||||||
Liability for losses and
loss expenses |
$ | 83,336,726 | $ | 78,502,518 | $ | 76,280,437 | ||||||
30
The following amounts represent the effect of
reinsurance on premiums written for 2009, 2008 and
2007:
2009 | 2008 | 2007 | ||||||||||
Direct |
$ | 250,989,795 | $ | 241,371,353 | $ | 229,328,954 | ||||||
Assumed |
244,046,312 | 246,755,110 | 202,099,203 | |||||||||
Ceded |
(131,807,381 | ) | (123,185,408 | ) | (117,738,418 | ) | ||||||
Net premiums written |
$ | 363,228,726 | $ | 364,941,055 | $ | 313,689,739 | ||||||
The following amounts represent the effect of
reinsurance on premiums earned for 2009, 2008 and 2007:
2009 | 2008 | 2007 | ||||||||||
Direct |
$ | 246,074,766 | $ | 235,212,229 | $ | 225,684,220 | ||||||
Assumed |
236,153,843 | 230,436,838 | 199,216,351 | |||||||||
Ceded |
(127,203,132 | ) | (119,073,801 | ) | (114,829,037 | ) | ||||||
Net premiums earned |
$ | 355,025,477 | $ | 346,575,266 | $ | 310,071,534 | ||||||
12 Income Taxes
Our provision for income tax consists of the following:
2009 | 2008 | 2007 | ||||||||||
Current |
$ | 3,096,798 | $ | 7,382,694 | $ | 13,539,991 | ||||||
Deferred |
(1,250,187 | ) | (832,628 | ) | 1,029,042 | |||||||
Federal tax provision |
$ | 1,846,611 | $ | 6,550,066 | $ | 14,569,033 | ||||||
Our effective tax rate is different from the amount
computed at the statutory federal rate of 35% for 2009,
2008 and 2007. The reasons for such difference and the
related tax effects are as follows:
2009 | 2008 | 2007 | ||||||||||
Income before
income taxes |
$ | 20,676,689 | $ | 32,092,044 | $ | 52,848,938 | ||||||
Computed expected taxes |
7,236,841 | 11,232,215 | 18,497,128 | |||||||||
Tax-exempt interest |
(6,237,961 | ) | (5,668,566 | ) | (4,548,711 | ) | ||||||
Dividends received deduction |
(17,574 | ) | (62,470 | ) | (125,977 | ) | ||||||
Other, net |
865,305 | 1,048,887 | 746,593 | |||||||||
Federal income tax provision |
$ | 1,846,611 | $ | 6,550,066 | $ | 14,569,033 | ||||||
The tax effects of temporary differences that give
rise to significant portions of the deferred tax assets
and deferred tax liabilities at December 31, 2009 and 2008
are as follows:
2009 | 2008 | |||||||||||
Deferred tax assets: |
||||||||||||
Unearned premium |
$ | 13,043,976 | $ | 12,506,590 | ||||||||
Loss reserves |
5,715,157 | 5,309,536 | ||||||||||
Net
operating loss carryforward
acquired companies |
2,497,122 | 2,628,568 | ||||||||||
Other |
4,000,325 | 3,510,896 | ||||||||||
Total gross deferred assets |
25,256,580 | 23,955,590 | ||||||||||
Less valuation allowance |
(746,368 | ) | (746,368 | ) | ||||||||
Net deferred tax assets |
24,510,212 | 23,209,222 | ||||||||||
Deferred tax liabilities: |
||||||||||||
Depreciation expense |
597,036 | 570,539 | ||||||||||
Deferred policy acquisition costs |
11,505,045 | 10,531,684 | ||||||||||
Salvage recoverable |
200,789 | 189,521 | ||||||||||
Net unrealized gains |
7,120,393 | 922,834 | ||||||||||
Total gross deferred liabilities |
19,423,263 | 12,214,578 | ||||||||||
Net deferred tax asset |
$ | 5,086,949 | $ | 10,994,644 | ||||||||
We provide a valuation allowance when we believe it is
more likely than not that we will not realize some portion
of the tax asset. We established a valuation allowance of
$746,368 related to a portion of the net operating loss
carryforward of Le Mars at January 1, 2004. We have
determined that we are not required to establish a
valuation allowance for the other net deferred tax assets
of $24.5 million and $23.2 million at December 31, 2009
and 2008, respectively, since it is more likely than not
that we will realize these deferred tax assets through
reversals of existing temporary differences, future
taxable income, carrybacks to taxable income in prior
years and the implementation of tax planning strategies.
At December 31, 2009, we have a net operating loss
carryforward of $7.2 million, which is available to offset
our taxable income. This amount will begin to expire in
2011 if not utilized and is subject to an annual
limitation in the amount that we can use in any one year
of approximately $376,000. We also have an alternative
minimum tax credit carryforward of $412,374 with an
indefinite life.
13 Stockholders Equity
On April 19, 2001, our stockholders approved an amendment
to our certificate of incorporation. Among other things,
the amendment reclassified our common stock as Class B
common stock and effected a one-for-three reverse split of
our Class B common stock effective April 19, 2001. The amendment also
authorized a new class of common stock with one-tenth of a
vote per share designated as Class A common stock. Our
board of directors also declared a dividend of two shares
of Class A common stock for each share of Class B common
stock, after the one-for-three reverse split, held of
record at the close of business on April 19, 2001.
Each share of Class A common stock outstanding at the time
of the declaration of any dividend or other distribution
payable in cash upon the shares of Class B common stock is
entitled to a dividend or distribution payable at the same
time and to stockholders of record on the same date in an
amount at least 10% greater than any dividend declared
upon each share of Class B common stock. In the event of
our merger or consolidation with or into another entity,
the holders of Class A common stock and the holders of
Class B common stock are entitled to receive the same per
share consideration in such merger or consolidation. In
the event of our liquidation, dissolution or winding-up,
any assets available to common stockholders will be
distributed pro-rata to the holders of Class A common
stock and Class B common stock after payment of all our
obligations.
In March 2007, our board of directors authorized a share
repurchase program, pursuant to which we purchased 500,000
shares of our Class A common stock at market prices
prevailing from time to time in the open market subject to
the provisions of Securities and Exchange Commission (SEC)
Rule 10b-18 and in privately negotiated transactions. We
purchased 19,231 and 214,343 shares of our Class A common
stock under this program during 2009 and 2008,
respectively. As of December 31, 2009, we had no remaining
authorization to purchase shares under this program.
In February 2009, our board of directors authorized a
share repurchase program, pursuant to which we may
purchase up to 300,000 shares of our Class A common stock
at market prices prevailing from time to time in the open
market subject to the provisions of SEC Rule 10b-18 and in
privately negotiated transactions. We purchased 7,669
shares of our Class A common stock under this program
during 2009. As of December 31, 2009, we had the authority
to purchase 292,331 shares under this program.
As of December 31, 2009, our treasury stock consisted of
652,599 and 72,465 shares of Class A common stock and
Class B common stock, respectively. As of December 31,
2008, our treasury stock consisted of 625,699 and 72,465
shares of Class A common stock and Class B common stock,
respectively.
31
14 Stock Compensation Plans
Equity Incentive Plans
During 1996, we adopted an Equity Incentive Plan for
Employees. During 2001, we adopted a nearly identical plan
that made a total of 2,666,667 shares of Class A common
stock available for issuance to employees of our
subsidiaries and affiliates. During 2005, we amended the
plan to make a total of 4,000,000 shares of Class A common
stock available for issuance. During 2007, we adopted a
nearly identical plan that made a total of 3,500,000
shares of Class A common stock available for issuance to
employees of our subidiaries and affiliates. Each plan
provides for the granting of awards by our board of
directors in the form of stock options, stock appreciation
rights, restricted stock or any combination of the above.
The plans provide that stock options may become
exercisable up to ten years from date of grant with an
option price not less than fair market value on date of
grant. We have not granted any stock appreciation rights.
During 1996, we adopted an Equity Incentive Plan for
Directors. During 2001, we adopted a nearly identical plan
that made 355,556 shares of Class A common stock available
for issuance to our directors and those of our
subsidiaries and affiliates. During 2007, we adopted a
nearly identical plan that made 400,000 shares of Class A
common stock available for issuance to our directors and
the directors of our subsidiaries and affiliates. We may
make awards in the form of stock options. The plan also
provides for the issuance of 311 shares of restricted
stock to each director on the first business day of
January in each year. As of December 31, 2009, we had
302,499 unexercised options under these plans. In
addition, we issued 4,665, 4,665 and 4,976 shares of
restricted stock on January 2, 2009, 2008 and 2007,
respectively.
We measure all share-based payments to employees,
including grants of employee stock options, using a
fair-value-based method and the recording of such expense
in our results of operations. In determining the expense
we record for stock options granted to directors and
employees of our subsidiaries and affiliates other than
Donegal Mutual, we estimate the fair value of each option
award on the date of grant using the Black-Scholes option
pricing model. The significant assumptions we utilize in
applying the Black-Scholes option pricing model are the
risk-free interest rate, 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 per share dividend by the grant date stock
price. The expected volatility is based on the volatility
of our stock price over a historical period comparable to
the expected term.
The weighted-average grant date fair value of options
granted during 2009 was $1.63. We calculated this fair
value based upon a risk-free interest rate of 1.50%,
expected life of 3 years, expected volatility of 24% and
expected dividend yield of 3%.
The weighted-average grant date fair value of options
granted during 2008 was $2.06. We calculated this fair
value based upon a risk-free interest rate of 2%,
expected life of 3 years, expected volatility of 21%
and expected dividend yield of 2%.
The weighted-average grant date fair value of options
granted during 2007 was $1.15. We calculated this fair
value based upon a risk-free interest rate of 3%,
expected life of 3 years, expected volatility of 20%
and expected dividend yield of 2%.
We charged compensation expense for our stock compensation
plans against income before income taxes of $232,872,
$205,288 and $343,442 for the years ended December 31,
2009, 2008 and 2007, respectively, with a corresponding
income tax benefit of $79,176, $71,851 and $120,205. As of
December 31, 2009 and 2008, our total unrecognized
compensation cost related to nonvested share-based
compensation granted under the plan was $91,026 and
$257,610, respectively. We expect to recognize this cost
over a weighted average period of 2.6 years.
We account for share-based compensation to employees and
directors of Donegal Mutual as share-based compensation
to employees of a controlling entity. As such, we measure
the fair value of the award at the grant date and
recognize the fair value as a dividend to the controlling
entity. These provisions apply to options granted to the
employees and directors of Donegal Mutual, the employer
of record for the employees that provide services to us.
We recorded implied dividends of $62,991, $1,749,063 and
$65,179 for the years ended December 31, 2009, 2008 and
2007, respectively.
Cash received from option exercises under all stock
compensation plans for the years ended December 31, 2009,
2008 and 2007 was $0, $2,358,916 and $1,768,799,
respectively. The actual tax benefit realized for the tax
deductions from option exercises of share-based
compensation was $0, $683,881 and $854,945 for the years
ended December 31, 2009, 2008 and 2007, respectively.
All options issued prior to 2001 converted to options on
Class A and Class B common stock as a result of our
recapitalization. No further shares are available for
plans in effect prior to 2008.
Information regarding activity in our stock option plans follows:
Weighted-Average | ||||||||
Number of | Exercise Price | |||||||
Options | Per Share | |||||||
Outstanding at December 31, 2006 |
2,683,827 | $ | 16.44 | |||||
Granted 2007 |
20,500 | 21.00 | ||||||
Exercised 2007 |
(246,327 | ) | 7.18 | |||||
Forfeited 2007 |
(73,278 | ) | 19.17 | |||||
Outstanding at December 31, 2007 |
2,384,722 | 17.36 | ||||||
Granted 2008 |
1,368,500 | 17.52 | ||||||
Exercised 2008 |
(247,955 | ) | 9.51 | |||||
Forfeited 2008 |
(82,835 | ) | 17.80 | |||||
Outstanding at December 31, 2008 |
3,422,432 | 17.98 | ||||||
Granted 2009 |
5,000 | 17.50 | ||||||
Forfeited 2009 |
(137,333 | ) | 17.97 | |||||
Outstanding at December 31, 2009 |
3,290,099 | $ | 17.98 | |||||
Exercisable at: |
||||||||
December 31, 2007 |
1,303,097 | $ | 15.90 | |||||
December 31, 2008 |
1,767,810 | $ | 17.74 | |||||
December 31, 2009 |
2,451,556 | $ | 18.13 | |||||
Shares available for future option grants at
December 31, 2009 total 2,622,670 shares under all
plans.
The following table summarizes information about
outstanding stock options at December 31, 2009:
Number of | Weighted-Average | Number of | ||||||||||||
Exercise | Options | Remaining | Options | |||||||||||
Price | Outstanding | Contractual Life | Exercisable | |||||||||||
$ | 15.75 | 1,059,432 | 0.5 years | 1,059,432 | ||||||||||
17.50 | 1,244,500 | 3.5 years | 414,792 | |||||||||||
17.65 | 4,000 | 0.5 years | 4,000 | |||||||||||
18.70 | 3,000 | 3.5 years | 1,000 | |||||||||||
21.00 | 958,667 | 2.0 years | 958,667 | |||||||||||
21.00 | 20,500 | 3.0 years | 13,665 | |||||||||||
Total | 3,290,099 | 2,451,556 | ||||||||||||
Employee Stock Purchase Plans
During 1996, we adopted an Employee Stock Purchase Plan.
During 2001, we adopted a nearly identical plan that made
533,333 shares of Class A common stock available for
issuance.
The 2001 plan extends over a ten-year period and provides
for shares to be offered to all eligible employees at a
purchase price equal to the lesser of 85% of the fair
market value of our Class A common stock on the last day
before the first day of each enrollment period (June 1 and
December 1 of each year) under the plan or 85% of the fair
market value of our
32
common stock on the last day of each subscription
period (June 30 and December 31 of each year). A
summary of plan activity follows:
Shares Issued | ||||||||
Price | Shares | |||||||
January 1, 2007 |
$ | 15.02 | 10,929 | |||||
July 1, 2007 |
12.67 | 13,264 | ||||||
January 1, 2008 |
12.98 | 14,593 | ||||||
July 1, 2008 |
13.49 | 11,498 | ||||||
January 1, 2009 |
14.25 | 10,770 | ||||||
July 1, 2009 |
12.93 | 11,304 |
On January 1, 2010, we issued an additional 11,717 shares at a price of
$12.85 per share under this plan.
Agency Stock Purchase Plans
During 1996, we adopted an Agency Stock Purchase Plan.
During 2001, we adopted a nearly identical plan that made
533,333 shares of Class A common stock available for
issuance. The plan provides for agents of our insurance
subsidiaries and Donegal Mutual to invest up to $12,000
per subscription period (April 1 to September 30 and
October 1 to March 31 of each year) under various methods.
We issue stock at the end of each subscription period at a
price equal to 90% of the average market price during the
last ten trading days of each subscription period. During
2009, 2008 and 2007, we issued 48,427, 48,054 and 58,255
shares, respectively, under this plan. Expense recognized
under the plan was not material.
15 Statutory Net Income, Capital and Surplus and Dividend Restrictions
The following is selected information, as filed with
insurance regulatory authorities, for our insurance
subsidiaries as determined in accordance with
accounting practices prescribed or permitted by such
insurance regulatory authorities:
2009 | 2008 | 2007 | ||||||||||
Atlantic States |
||||||||||||
Statutory capital
and surplus |
$ | 189,679,919 | $ | 182,403,593 | $ | 180,739,409 | ||||||
Statutory unassigned
surplus |
$ | 133,732,099 | $ | 128,742,729 | $ | 127,078,545 | ||||||
Statutory net income |
$ | 12,445,231 | $ | 18,412,955 | $ | 24,052,423 | ||||||
Southern |
||||||||||||
Statutory capital
and surplus |
$ | 64,519,825 | $ | 64,272,437 | $ | 64,507,274 | ||||||
Statutory unassigned
surplus |
$ | 15,402,239 | $ | 15,154,851 | $ | 15,389,688 | ||||||
Statutory net (loss) income |
$ | (1,017,998 | ) | $ | 1,608,947 | $ | 5,046,129 | |||||
Le Mars |
||||||||||||
Statutory capital
and surplus |
$ | 28,288,730 | $ | 27,914,815 | $ | 28,311,698 | ||||||
Statutory unassigned
surplus |
$ | 15,277,563 | $ | 15,322,075 | $ | 15,718,958 | ||||||
Statutory net income |
$ | 716,138 | $ | 1,886,785 | $ | 5,127,324 | ||||||
Peninsula |
||||||||||||
Statutory capital
and surplus |
$ | 38,986,329 | $ | 39,137,131 | $ | 36,904,467 | ||||||
Statutory unassigned
surplus |
$ | 20,832,470 | $ | 21,337,717 | $ | 19,105,053 | ||||||
Statutory net income |
$ | 1,023,349 | $ | 4,082,064 | $ | 5,037,902 | ||||||
Sheboygan |
||||||||||||
Statutory capital
and surplus |
$ | 11,857,971 | $ | 11,176,704 | $ | 10,644,246 | ||||||
Statutory unassigned
(deficit) surplus |
$ | (243,626 | ) | $ | (855,467 | ) | $ | 7,144,246 | ||||
Statutory net income (loss) |
$ | 588,098 | $ | (1,110,861 | ) | $ | 632,202 | |||||
Our principal source of cash for payment of dividends
is dividends from our insurance subsidiaries. State
insurance laws require our insurance subsidiaries to
maintain certain minimum capital and surplus on a
statutory basis. Our insurance subsidiaries are subject to
regulations that restrict payment of dividends from
statutory surplus and may require prior approval of their
domiciliary insurance regulatory authorities. Our
insurance subsidiaries are also subject to risk-based
capital (RBC) requirements that may further impact their
ability to pay dividends. At December 31, 2009, our
insurance subsidiaries had statutory capital and surplus
substantially above their respective RBC requirements.
Amounts available for distribution to us as dividends from
our insurance subsidiaries without prior approval of
insurance regulatory authorities in 2010 are $12,445,231
from Atlantic States, $0 from Southern, $2,828,873 from Le
Mars, $3,898,633 from Peninsula and $584,431 from
Sheboygan.
16 Reconciliation of Statutory Filings to Amounts Reported Herein
Our insurance subsidiaries must file financial statements
with state insurance regulatory authorities using
accounting principles and practices established by those
authorities, which we refer to as statutory accounting
principles (SAP). Accounting principles used to prepare
these statutory financial statements differ from financial
statements prepared on the basis of generally accepted
accounting principles.
Reconciliations of statutory net income and capital
and surplus, as determined using SAP, to the amounts
included in the accompanying financial statements are
as follows:
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Statutory net income of
insurance subsidiaries |
$ | 13,754,818 | $ | 25,946,589 | $ | 39,263,778 | ||||||
Increases (decreases): |
||||||||||||
Deferred policy
acquisition costs |
3,302,898 | 3,306,209 | 1,496,143 | |||||||||
Deferred federal
income taxes |
1,250,187 | 811,722 | (1,029,042 | ) | ||||||||
Salvage and subrogation
recoverable |
542,000 | 270,000 | 131,000 | |||||||||
Consolidating eliminations
and adjustments |
(13,521,106 | ) | (23,708,578 | ) | (17,731,328 | ) | ||||||
Parent-only net income |
13,501,281 | 18,916,036 | 16,149,354 | |||||||||
Net income as
reported herein |
$ | 18,830,078 | $ | 25,541,978 | $ | 38,279,905 | ||||||
December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Statutory capital and surplus
of insurance subsidiaries |
$ | 333,332,774 | $ | 324,904,680 | $ | 310,462,848 | ||||||
Increases (decreases): |
||||||||||||
Deferred policy
acquisition costs |
32,844,179 | 29,541,281 | 26,235,072 | |||||||||
Deferred federal
income taxes |
(15,676,995 | ) | (5,914,123 | ) | (7,918,623 | ) | ||||||
Salvage and subrogation
recoverable |
9,207,000 | 8,665,000 | 8,275,000 | |||||||||
Non-admitted assets and
other adjustments, net |
2,913,878 | 2,795,785 | 1,906,929 | |||||||||
Fixed maturities |
13,135,848 | (3,419,625 | ) | 4,637,841 | ||||||||
Parent-only equity and
other adjustments |
9,749,015 | 7,010,867 | 9,091,124 | |||||||||
Stockholders equity as
reported herein |
$ | 385,505,699 | $ | 363,583,865 | $ | 352,690,191 | ||||||
33
17 Supplementary Cash Flow Information
The following table reflects income taxes and interest
paid during 2009, 2008 and 2007:
2009 | 2008 | 2007 | ||||||||||
Income taxes |
$ | 1,307,418 | $ | 9,325,000 | $ | 11,300,000 | ||||||
Interest |
$ | 1,828,278 | $ | 2,040,017 | $ | 2,905,512 | ||||||
During 2009, we paid interest and penalties in the
amount of $974,204 related to a premium tax litigation
settlement. We recorded this amount as interest expense in
accordance with our accounting policy.
18 Earnings Per Share
We have two classes of common stock, which we refer to as
Class A common stock and Class B common stock. Our Class A
common stock is entitled to cash dividends that are at
least 10% higher than the cash dividends declared and paid
on our Class B common stock. Accordingly, we use the
two-class method for the computation of earnings per
common share. The two-class method is an earnings
allocation formula that determines earnings per share
separately for each class of common stock based on
dividends declared and an allocation of remaining
undistributed earnings using a participation percentage
reflecting the dividend rights of each class.
We present below a reconciliation of the numerators and
denominators we used in the basic and diluted per share
computations for our Class A common stock:
(dollars in thousands, except per share data) | ||||||||||||
Year Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Basic earnings per share: |
||||||||||||
Numerator: |
||||||||||||
Allocation of net income |
$ | 15,049 | $ | 20,404 | $ | 30,514 | ||||||
Denominator: |
||||||||||||
Weighted-average
shares outstanding |
19,903,069 | 19,866,099 | 19,685,674 | |||||||||
Basic earnings per share |
$ | 0.76 | $ | 1.03 | $ | 1.55 | ||||||
Diluted earnings per share: |
||||||||||||
Numerator: |
||||||||||||
Allocation of net income |
$ | 15,049 | $ | 20,404 | $ | 30,514 | ||||||
Denominator: |
||||||||||||
Number of shares used in
basic computation |
19,903,069 | 19,866,099 | 19,685,674 | |||||||||
Weighted-average effect of
dilutive securities
|
||||||||||||
Add: Director and employee stock options |
| 89,419 | 277,184 | |||||||||
Number of shares used in
per share computations |
19,903,069 | 19,955,518 | 19,962,858 | |||||||||
Diluted earnings per share |
$ | 0.76 | $ | 1.02 | $ | 1.53 | ||||||
We used the following information in the basic
and diluted per share computations for our Class B
common stock:
(dollars in thousands, except per share data) | ||||||||||||
Year Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Basic and diluted
earnings per share: |
||||||||||||
Numerator: |
||||||||||||
Allocation of net income |
$ | 3,781 | $ | 5,138 | $ | 7,766 | ||||||
Denominator: |
||||||||||||
Weighted-average
shares outstanding |
5,576,775 | 5,576,775 | 5,576,775 | |||||||||
Basic and diluted
earnings per share |
$ | 0.68 | $ | 0.92 | $ | 1.39 | ||||||
During 2009, 2008 and 2007, we did not include
certain options to purchase shares of common stock in
the computation of diluted earnings per share because
the exercise price of the options was greater than the
average market price. The following reflects such
options that remained outstanding at December 31, 2009,
2008 and 2007:
2009 | 2008 | 2007 | ||||||||||
Options excluded from diluted
earnings per share |
3,290,099 | 1,018,167 | 1,028,667 | |||||||||
19 Condensed Financial Information of Parent Company
Condensed Balance Sheets | ||||||||||||
(in thousands) | ||||||||||||
December 31, | 2009 | 2008 | ||||||||||
Assets |
||||||||||||
Fixed-maturity investments |
$ | | $ | | ||||||||
Investment in subsidiaries/affiliates
(equity method) |
385,445 | 366,252 | ||||||||||
Short-term investments |
15,445 | 12,836 | ||||||||||
Cash |
1,105 | 1,612 | ||||||||||
Property and equipment |
1,262 | 1,067 | ||||||||||
Other |
875 | 594 | ||||||||||
Total assets |
$ | 404,132 | $ | 382,361 | ||||||||
Liabilities and Stockholders Equity |
||||||||||||
Liabilities |
||||||||||||
Cash dividends declared to stockholders |
$ | 2,798 | $ | 2,602 | ||||||||
Subordinated debentures |
15,465 | 15,465 | ||||||||||
Other |
364 | 710 | ||||||||||
Total liabilities |
18,627 | 18,777 | ||||||||||
Stockholders equity |
385,505 | 363,584 | ||||||||||
Total liabilities and stockholders equity |
$ | 404,132 | $ | 382,361 | ||||||||
Condensed Statements of Income and Comprehensive Income | ||||||||||||
(in thousands) | ||||||||||||
Year Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Statements of Income |
||||||||||||
Revenues |
||||||||||||
Dividends from subsidiaries |
$ | 14,000 | $ | 20,000 | $ | 18,000 | ||||||
Other |
1,005 | 1,785 | 1,950 | |||||||||
Total revenues |
15,005 | 21,785 | 19,950 | |||||||||
Expenses |
||||||||||||
Operating expenses |
1,019 | 1,558 | 1,896 | |||||||||
Interest |
773 | 1,822 | 2,886 | |||||||||
Total expenses |
1,792 | 3,380 | 4,782 | |||||||||
Income before income tax benefit
and equity in undistributed net
income of subsidiaries |
13,213 | 18,405 | 15,168 | |||||||||
Income tax benefit |
(288 | ) | (511 | ) | (981 | ) | ||||||
Income before equity in
undistributed net income
of subsidiaries |
13,501 | 18,916 | 16,149 | |||||||||
Equity in undistributed
net income of subsidiaries |
5,329 | 6,626 | 22,131 | |||||||||
Net income |
$ | 18,830 | $ | 25,542 | $ | 38,280 | ||||||
Statements of
Comprehensive Income |
||||||||||||
Net income |
$ | 18,830 | $ | 25,542 | $ | 38,280 | ||||||
Other comprehensive (loss) income,
net of tax |
||||||||||||
Unrealized (loss) gain parent |
| (60 | ) | 102 | ||||||||
Unrealized gain (loss) subsidiaries |
13,293 | (5,201 | ) | 1,811 | ||||||||
Other comprehensive income (loss),
net of tax |
13,293 | (5,261 | ) | 1,913 | ||||||||
Comprehensive income |
$ | 32,123 | $ | 20,281 | $ | 40,193 | ||||||
34
Condensed Statements of Cash Flows | ||||||||||||
(in thousands) | ||||||||||||
Year Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 18,830 | $ | 25,542 | $ | 38,280 | ||||||
Adjustments: |
||||||||||||
Equity in undistributed net
income of subsidiaries |
(5,329 | ) | (6,626 | ) | (22,131 | ) | ||||||
Other |
(669 | ) | 924 | 254 | ||||||||
Net adjustments |
(5,998 | ) | (5,702 | ) | (21,877 | ) | ||||||
Net cash provided |
12,832 | 19,840 | 16,403 | |||||||||
Cash flows from investing activities: |
||||||||||||
Net sale of fixed maturities |
| 5,214 | 2,000 | |||||||||
Net (purchase) sale of short-term
investments |
(2,609 | ) | 11,367 | (9,174 | ) | |||||||
Net purchase of property and
equipment |
(644 | ) | (408 | ) | (428 | ) | ||||||
Investment in subsidiaries |
(100 | ) | (11,568 | ) | (50 | ) | ||||||
Other |
19 | 110 | 189 | |||||||||
Net cash (used) provided |
(3,334 | ) | 4,715 | (7,463 | ) | |||||||
Cash flows from financing activities: |
||||||||||||
Cash dividends paid |
(10,998 | ) | (10,026 | ) | (8,627 | ) | ||||||
Issuance of common stock |
1,386 | 3,857 | 3,543 | |||||||||
Tax benefit on exercise of stock options |
| 684 | 855 | |||||||||
Redemption of subordinated debentures |
| (15,464 | ) | | ||||||||
Repurchase of treasury stock |
(393 | ) | (3,511 | ) | (4,308 | ) | ||||||
Net cash used |
(10,005 | ) | (24,460 | ) | (8,537 | ) | ||||||
Net change in cash |
(507 | ) | 95 | 403 | ||||||||
Cash at beginning of year |
1,612 | 1,517 | 1,114 | |||||||||
Cash at end of year |
$ | 1,105 | $ | 1,612 | $ | 1,517 | ||||||
20 Segment Information
We have three reportable segments, which consist of our
investment function, our personal lines of insurance
and our commercial lines of insurance. Using
independent agents, our insurance subsidiaries market
personal lines of insurance to individuals and
commercial lines of insurance to small and medium-sized
businesses.
We evaluate the performance of our personal lines and
commercial lines primarily based upon our insurance
subsidiaries underwriting results as determined under
SAP for our total business.
We do not allocate assets to our personal and commercial
lines and review them in total for purposes of
decision-making. We operate only in the United States and
no single customer or agent provides 10 percent or more of
our revenues.
Financial data by segment is as follows:
2009 | 2008 | 2007 | ||||||||||
(in thousands) | ||||||||||||
Revenues |
||||||||||||
Premiums earned: |
||||||||||||
Commercial lines |
$ | 113,233 | $ | 121,567 | $ | 113,642 | ||||||
Personal lines |
242,313 | 225,143 | 196,429 | |||||||||
SAP premiums earned |
355,546 | 346,710 | 310,071 | |||||||||
GAAP adjustments |
(521 | ) | (135 | ) | | |||||||
GAAP premiums earned |
355,025 | 346,575 | 310,071 | |||||||||
Net investment income |
20,631 | 22,756 | 22,785 | |||||||||
Realized investment gains (losses) |
4,480 | (2,971 | ) | 2,051 | ||||||||
Other |
6,597 | 6,064 | 5,711 | |||||||||
Total revenues |
$ | 386,733 | $ | 372,424 | $ | 340,618 | ||||||
Income before income tax expense: |
||||||||||||
Underwriting income (loss): |
||||||||||||
Commercial lines |
$ | 5,805 | $ | 13,819 | $ | 22,744 | ||||||
Personal lines |
(17,235 | ) | (7,609 | ) | 1,736 | |||||||
SAP underwriting (loss) income |
(11,430 | ) | 6,210 | 24,480 | ||||||||
GAAP adjustments |
3,636 | 3,530 | 2,603 | |||||||||
GAAP underwriting (loss) income |
(7,794 | ) | 9,740 | 27,083 | ||||||||
Net investment income |
20,631 | 22,756 | 22,785 | |||||||||
Realized investment gains (losses) |
4,480 | (2,971 | ) | 2,051 | ||||||||
Other |
3,360 | 2,567 | 930 | |||||||||
Income before income tax expense |
$ | 20,677 | $ | 32,092 | $ | 52,849 | ||||||
21 Guaranty Fund and Other Insurance-Related Assessments
Our insurance subsidiaries liabilities for guaranty fund
and other insurance-related assessments were $2,663,049
and $2,603,899 at December 31, 2009 and 2008,
respectively. These liabilities included $517,610 and
$307,456 related to surcharges collected by our insurance
subsidiaries on behalf of regulatory authorities for 2009
and 2008, respectively.
22 Interim Financial Data (unaudited)
2009 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
Net premiums earned |
$ | 88,349,543 | $ | 87,540,345 | $ | 87,997,723 | $ | 91,137,866 | ||||||||
Total revenues |
95,501,614 | 94,823,420 | 94,882,167 | 101,526,206 | ||||||||||||
Net losses and loss
expenses |
65,949,165 | 61,903,131 | 58,609,247 | 64,373,853 | ||||||||||||
Net income |
169,804 | 4,387,624 | 6,744,851 | 7,527,799 | ||||||||||||
Net earnings per
common share: |
||||||||||||||||
Class A common
stock basic |
0.01 | 0.18 | 0.27 | 0.30 | ||||||||||||
Class A common
stock diluted |
0.01 | 0.18 | 0.27 | 0.30 | ||||||||||||
Class B common
stock basic
and diluted |
0.01 | 0.16 | 0.24 | 0.27 | ||||||||||||
2008 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
Net premiums earned |
$ | 82,007,766 | $ | 87,329,195 | $ | 88,170,757 | $ | 89,067,548 | ||||||||
Total revenues |
89,773,677 | 94,026,701 | 92,733,420 | 95,890,429 | ||||||||||||
Net losses and loss
expenses |
53,785,061 | 56,364,145 | 54,700,316 | 59,451,442 | ||||||||||||
Net income |
6,559,083 | 6,318,177 | 6,270,421 | 6,394,297 | ||||||||||||
Net earnings per
common share: |
||||||||||||||||
Class A common
stock basic |
0.26 | 0.25 | 0.25 | 0.26 | ||||||||||||
Class A common
stock diluted |
0.26 | 0.25 | 0.25 | 0.26 | ||||||||||||
Class B common
stock basic
and diluted |
0.24 | 0.23 | 0.23 | 0.23 | ||||||||||||
35
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Donegal Group Inc.
We have audited the accompanying consolidated balance sheets of Donegal Group Inc. and subsidiaries
(Company) as of December 31, 2009 and 2008, and the related consolidated statements of income and
comprehensive income, stockholders equity, and cash flows for each of the years in the three-year
period ended December 31, 2009. These consolidated financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Donegal Group Inc. and subsidiaries as of December 31,
2009 and 2008, and the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 2009, in conformity with U.S. generally accepted
accounting principles.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Donegal Group Inc.s internal control over financial reporting as of
December 31, 2009 based on the criteria established in Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
report dated March 11, 2010 expressed an unqualified opinion on the effectiveness of the Companys
internal control over financial reporting.
Philadelphia, Pennsylvania
March 11, 2010
36
MANAGEMENTS REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING
OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as that term is defined in Rule 13a-15(f) under the Securities Exchange Act of
1934. Under the supervision and with the participation of our Chief Executive Officer and our Chief
Financial Officer, our management has conducted an evaluation of the effectiveness of our internal
control over financial reporting as of December 31, 2009, based on the framework and criteria
established in Internal Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO Framework).
Based on our evaluation under the COSO Framework, our management has concluded that our internal
control over financial reporting was effective as of
December 31, 2009.
Internal control over financial reporting cannot provide absolute assurance of achieving financial
reporting objectives because of its inherent limitations. Internal control over financial reporting
is a process that involves human diligence and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of such limitations, there is a
risk that material misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.
Because of its inherent limitations, a system of internal control over financial reporting may not
prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may deteriorate.
The effectiveness of our internal control over financial reporting has been audited by KPMG LLP, an
independent registered public accounting firm, as stated in their report which is included herein.
Donald H. Nikolaus
President and Chief Executive Officer
Jeffrey D. Miller
Senior Vice President and Chief Financial Officer
March 11, 2010
37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Donegal Group Inc.
We have audited Donegal Group Inc.s (Company) internal control over financial reporting as of
December 31, 2009, based on criteria established in Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Donegal Group
Inc.s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Managements Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Companys internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Donegal Group Inc. maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2009, based on
criteria established in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Donegal Group Inc. and subsidiaries as of
December 31, 2009 and 2008, and the related consolidated statements of income and comprehensive
income, stockholders equity, and cash flows for each of the years in the three-year period ended
December 31, 2009, and our report dated March 11, 2010 expressed an unqualified opinion on those
consolidated financial statements.
Philadelphia, Pennsylvania
March 11, 2010
38
COMPARISON OF TOTAL RETURN ON OUR
COMMON STOCK WITH CERTAIN AVERAGES
COMMON STOCK WITH CERTAIN AVERAGES
The following graph provides an indicator of cumulative total stockholder returns on our common
stock compared to the Russell 2000 Index and a peer group of property and casualty insurance
companies selected by Value Line, Inc. The members of the peer group are as follows: 21st Century
Holding Co., Acceptance Insurance Cos. Inc., ACE Ltd., ACMAT Corp., Affirmative Insurance Holdings
Inc., Allied World Assurance Co. Holdings Ltd., Allstate Corp., American Financial Group Inc.,
American Physicians Capital Inc., American Safety Insurance Holdings Ltd., AMERISAFE Inc., AmTrust
Financial Services Inc., Anthony Clark International Insurance Brokers Ltd., Arch Capital Group
Ltd., Argo Group International Holdings Ltd., Aspen Insurance Holdings Ltd., AssuranceAmerica
Corp., Assurant Inc., AXIS Capital Holdings Ltd., Baldwin & Lyons Inc. (Cl A), Baldwin & Lyons Inc.
(Cl B), Chubb Corp., Cincinnati Financial Corp., CNA Financial Corp., CNA Surety Corp., Cninsure
Inc., Conseco Inc., CRM Holdings Ltd., Donegal Group Inc. (Cl A), Donegal Group Inc. (Cl B),
Eastern Insurance Holdings Inc., eHealth Inc., EMC Insurance Group Inc., Employers Holdings Inc.,
Endurance Specialty Holdings Ltd., Erie Indemnity Co. (Cl A), Fairfax Financial Holdings Ltd.,
Fidelity National Financial Inc., First Mercury Financial Corp., Flagstone Reinsurance Holdings
Ltd., Fremont Michigan InsuraCorp Inc., GAINSCO Inc., Hallmark Financial Services Inc.,
Harleysville Group Inc., HCC Insurance Holdings Inc., Homeowners Choice Inc., Industrial Alliance
Insurance & Financial Services Inc., Infinity Property & Casualty Corp., Kingsway Financial
Services Inc., Maiden Holdings Ltd., Manifold Capital Corp., Markel Corp., Meadowbrook Insurance
Group Inc., Mercer Insurance Group Inc., Mercury General Corp., Montpelier Re Holdings Ltd.,
National Interstate Corp., Old Republic International Corp., OneBeacon Insurance Group Ltd. (Cl A),
Penn Millers Holding Corp., Platinum Underwriters Holdings Ltd., PMA Capital Corp. (Cl A), PMI
Group Inc., Progressive Corp., RLI Corp., Safety Insurance Group Inc., SeaBright Insurance Holdings
Inc., Selective Insurance Group Inc., Specialty Underwriters Alli Com, State Auto Financial Corp.,
Sun Life Financial Inc., The Hanover Insurance Group Inc., Tower Group Inc., Travelers Cos. Inc.,
United America Indemnity Ltd., United Fire & Casualty Co., United Insurance Holdings Corp.,
Universal Insurance Holdings Inc., Validus Holdings Ltd., W.R. Berkley Corp., XL Capital Ltd. (Cl
A) and Zenith National Insurance Corp.
Comparison of Five-Year Cumulative Total Return*
Donegal Group Inc. Class A, Donegal Group Inc. Class B, Russell 2000 Index and Value Line Insurance (Property/Casualty)
Assumes $100 invested at the close of trading on December 31, 2004 in Donegal Group Inc. Class A
common stock, Donegal Group Inc. Class B common stock, Russell 2000 Index and Value Line Insurance
(Property/Casualty).
2004 | 2005 | 2006 | 2007 | 2008 | 2009 | |||||||||||||||||||
Donegal Group Inc.
Class A |
$ | 100.00 | $ | 139.16 | $ | 159.36 | $ | 142.68 | $ | 142.76 | $ | 136.20 | ||||||||||||
Donegal Group Inc.
Class B |
100.00 | 129.76 | 147.95 | 152.59 | 145.66 | 146.90 | ||||||||||||||||||
Russell 2000 Index |
100.00 | 103.32 | 120.89 | 117.57 | 76.65 | 95.98 | ||||||||||||||||||
Insurance
(Property/Casualty) |
100.00 | 110.92 | 126.97 | 154.61 | 110.20 | 135.70 |
* | Cumulative total return assumes reinvestment of dividends. |
39
CORPORATE INFORMATION
Annual Meeting
April 15, 2010 at the Companys headquarters at 10:00 a.m.
Form 10-K
A copy of Donegal Groups Annual Report on
Form 10-K will be furnished free upon
written request to Jeffrey D. Miller,
Senior Vice President and Chief Financial
Officer, at the corporate address.
Market Information
Donegal Groups Class A common stock and
Class B common stock trade on the NASDAQ
Global Select Market under the symbols
DGICA and DGICB. The following table
shows the dividends paid per share and the
stock price range for both classes of stock
for each quarter during 2009 and 2008:
Cash | ||||||||||||
Dividend | ||||||||||||
Declared | ||||||||||||
Quarter | High | Low | Per Share | |||||||||
2008 Class A |
||||||||||||
1st |
$ | 18.00 | $ | 15.60 | $ | | ||||||
2nd |
17.95 | 15.51 | .105 | |||||||||
3rd |
23.00 | 15.31 | .105 | |||||||||
4th |
18.00 | 11.24 | .21 | |||||||||
2008 Class B |
||||||||||||
1st |
$ | 19.98 | $ | 17.67 | $ | | ||||||
2nd |
19.01 | 17.00 | .0925 | |||||||||
3rd |
18.93 | 17.00 | .0925 | |||||||||
4th |
18.76 | 11.04 | .185 | |||||||||
2009 Class A |
||||||||||||
1st |
$ | 17.00 | $ | 12.25 | $ | | ||||||
2nd |
17.47 | 13.61 | .1125 | |||||||||
3rd |
16.60 | 14.31 | .1125 | |||||||||
4th |
16.02 | 14.22 | .225 | |||||||||
2009 Class B |
||||||||||||
1st |
$ | 17.50 | $ | 13.06 | $ | | ||||||
2nd |
16.68 | 13.41 | .10 | |||||||||
3rd |
17.68 | 12.75 | .10 | |||||||||
4th |
22.00 | 15.43 | .20 |
Corporate Offices
1195 River Road
P.O. Box 302
Marietta, Pennsylvania 17547-0302
(800) 877-0600
E-mail Address: info@donegalgroup.com
Donegal Web Site: www.donegalgroup.com
P.O. Box 302
Marietta, Pennsylvania 17547-0302
(800) 877-0600
E-mail Address: info@donegalgroup.com
Donegal Web Site: www.donegalgroup.com
Transfer Agent
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, Rhode Island 02940-3078
(800) 317-4445
Web Site: www.computershare.com
Hearing Impaired: TDD: 800-952-9245
P.O. Box 43078
Providence, Rhode Island 02940-3078
(800) 317-4445
Web Site: www.computershare.com
Hearing Impaired: TDD: 800-952-9245
Dividend Reinvestment and Stock Purchase Plan
The Company offers a dividend
reinvestment and stock purchase plan
through its transfer agent.
For information contact:
Donegal Group Inc.
Dividend Reinvestment and Stock Purchase Plan
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, Rhode Island 02940-3078
Stockholders
The following represent the number of
common stockholders of record
as of December 31, 2009:
Class A common stock |
1,220 | |||
Class B common stock |
421 |
40