UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______
Commission file number: 0-5534
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (317 ) 636-9800
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: |
||
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of August 4, 2020:
Common Stock, No Par Value: |
Class A (voting) |
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Class B (non-voting) |
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- 1 -
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Protective Insurance Corporation and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share data)
June 30 2020 |
December 31 2019 |
|||||||
Assets |
||||||||
Investments: |
||||||||
Fixed income securities |
$ |
$ |
||||||
Equity securities |
||||||||
Limited partnerships |
||||||||
Commercial mortgage loans |
||||||||
Short-term and other |
||||||||
Cash and cash equivalents |
||||||||
Restricted cash and cash equivalents |
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Accounts receivable |
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Reinsurance recoverable |
||||||||
Other assets |
||||||||
Current federal income taxes recoverable |
||||||||
Deferred federal income taxes |
||||||||
Total Assets |
$ |
$ |
||||||
Liabilities and shareholders' equity |
||||||||
Reserves for losses and loss expenses |
$ |
$ |
||||||
Reserves for unearned premiums |
||||||||
Reinsurance payable |
||||||||
Short-term borrowings |
||||||||
Accounts payable and other liabilities |
||||||||
Total Liabilities |
||||||||
Shareholders' equity: |
||||||||
Common stock- |
||||||||
Class A voting -- authorized |
||||||||
Class B non-voting -- authorized |
||||||||
Additional paid-in capital |
||||||||
Accumulated other comprehensive income |
||||||||
Retained earnings |
||||||||
Total Shareholders' Equity |
||||||||
Total Liabilities and Shareholders' Equity |
$ |
$ |
||||||
See notes to condensed consolidated financial statements.
- 2 -
Protective Insurance Corporation and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share data)
Three Months Ended June 30 |
Six Months Ended June 30 |
|||||||||||||||
2020 |
2019 |
2020 |
2019 |
|||||||||||||
Revenues |
||||||||||||||||
Net premiums earned |
$ |
$ |
$ |
$ |
||||||||||||
Net investment income |
||||||||||||||||
Commissions and other income |
||||||||||||||||
Net realized gains (losses) on investments, excluding impairment losses |
( |
) |
( |
) |
||||||||||||
Impairment losses on investments |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
Net unrealized gains (losses) on equity securities and limited partnership investments |
( |
) |
||||||||||||||
Net realized and unrealized gains (losses) on investments |
( |
) |
||||||||||||||
Expenses |
||||||||||||||||
Losses and loss expenses incurred |
||||||||||||||||
Other operating expenses |
||||||||||||||||
Income (loss) before federal income tax expense (benefit) |
( |
) |
||||||||||||||
Federal income tax expense (benefit) |
( |
) |
||||||||||||||
Net income (loss) |
$ |
$ |
$ |
( |
) |
$ |
||||||||||
Net income (loss) per share: |
||||||||||||||||
Basic |
$ |
$ |
$ |
( |
) |
$ |
||||||||||
Diluted |
$ |
$ |
$ |
( |
) |
$ |
||||||||||
Weighted average number of shares outstanding: |
||||||||||||||||
Basic |
||||||||||||||||
Dilutive effect of share equivalents |
||||||||||||||||
Diluted |
||||||||||||||||
See notes to condensed consolidated financial statements.
- 3 -
Protective Insurance Corporation and Subsidiaries
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
Three Months Ended June 30 |
Six Months Ended June 30 |
|||||||||||||||
2020 |
2019 |
2020 |
2019 |
|||||||||||||
Net income (loss) |
$ |
$ |
$ |
( |
) |
$ |
||||||||||
Other comprehensive income (loss), net of tax: |
||||||||||||||||
Unrealized net gains (losses) on fixed income securities |
( |
) |
||||||||||||||
Foreign currency translation adjustments |
( |
) |
||||||||||||||
Other comprehensive income (loss) |
( |
) |
||||||||||||||
Comprehensive income (loss) |
$ |
$ |
$ |
( |
) |
$ |
||||||||||
See notes to condensed consolidated financial statements.
- 4 -
Protective Insurance Corporation and Subsidiaries
Unaudited Condensed Consolidated Statements of Shareholders' Equity
(in thousands)
Common Stock |
Additional |
Accumulated Other |
||||||||||||||||||||||||||||||
Class A |
Class B |
Paid-in |
Comprehensive |
Retained |
Total |
|||||||||||||||||||||||||||
Description |
Shares |
Amount |
Shares |
Amount |
Capital |
Income (Loss) |
Earnings |
Equity |
||||||||||||||||||||||||
Balance at December 31, 2019 |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||
Cumulative effect of the adoption of updated accounting guidance for credit losses, net of tax |
– |
– |
( |
) |
( |
) |
||||||||||||||||||||||||||
Net loss |
– |
– |
( |
) |
( |
) |
||||||||||||||||||||||||||
Foreign currency translation adjustment, net of tax |
– |
– |
( |
) |
( |
) |
||||||||||||||||||||||||||
Change in unrealized gain (loss) on investments, net of tax |
– |
– |
( |
) |
( |
) |
||||||||||||||||||||||||||
Common stock dividends |
– |
– |
( |
) |
( |
) |
||||||||||||||||||||||||||
Repurchase of common shares |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||
Restricted stock grants |
||||||||||||||||||||||||||||||||
Balance at June 30, 2020 |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||
Common Stock |
Additional |
Accumulated Other |
||||||||||||||||||||||||||||||
Class A |
Class B |
Paid-in |
Comprehensive |
Retained |
Total |
|||||||||||||||||||||||||||
Description |
Shares |
Amount |
Shares |
Amount |
Capital |
Income (Loss) |
Earnings |
Equity |
||||||||||||||||||||||||
Balance at March 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
$ |
||||||||||||||||||||||||
Net income |
– |
– |
||||||||||||||||||||||||||||||
Foreign currency translation adjustment, net of tax |
– |
– |
||||||||||||||||||||||||||||||
Change in unrealized gain (loss) on investments, net of tax |
– |
– |
||||||||||||||||||||||||||||||
Common stock dividends |
– |
– |
( |
) |
( |
) |
||||||||||||||||||||||||||
Repurchase of common shares |
||||||||||||||||||||||||||||||||
Restricted stock grants |
||||||||||||||||||||||||||||||||
Balance at June 30, 2020 |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
- 5 -
Protective Insurance Corporation and Subsidiaries
Unaudited Condensed Consolidated Statements of Shareholders' Equity
(in thousands)
Common Stock |
Additional |
Accumulated Other |
||||||||||||||||||||||||||||||
Class A |
Class B |
Paid-in |
Comprehensive |
Retained |
Total |
|||||||||||||||||||||||||||
Description |
Shares |
Amount |
Shares |
Amount |
Capital |
Income (Loss) |
Earnings |
Equity |
||||||||||||||||||||||||
Balance at December 31, 2018 |
$ |
$ |
$ |
$ |
( |
) |
$ |
$ |
||||||||||||||||||||||||
Net income |
– |
– |
||||||||||||||||||||||||||||||
Foreign currency translation adjustment, net of tax |
– |
– |
||||||||||||||||||||||||||||||
Change in unrealized gain (loss) on investments, net of tax |
– |
– |
||||||||||||||||||||||||||||||
Common stock dividends |
– |
– |
( |
) |
( |
) |
||||||||||||||||||||||||||
Repurchase of common shares |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||
Restricted stock grants |
||||||||||||||||||||||||||||||||
Balance at June 30, 2019 |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||
Common Stock |
Additional |
Accumulated Other |
||||||||||||||||||||||||||||||
Class A |
Class B |
Paid-in |
Comprehensive |
Retained |
Total |
|||||||||||||||||||||||||||
Description |
Shares |
Amount |
Shares |
Amount |
Capital |
Income (Loss) |
Earnings |
Equity |
||||||||||||||||||||||||
Balance at March 31, 2019 |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||
Net income |
– |
– |
||||||||||||||||||||||||||||||
Foreign currency translation adjustment, net of tax |
– |
– |
||||||||||||||||||||||||||||||
Change in unrealized gain (loss) on investments, net of tax |
– |
– |
||||||||||||||||||||||||||||||
Common stock dividends |
– |
– |
( |
) |
( |
) |
||||||||||||||||||||||||||
Repurchase of common shares |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||
Restricted stock grants |
||||||||||||||||||||||||||||||||
Balance at June 30, 2019 |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
- 6 -
Protective Insurance Corporation and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
Six Months Ended June 30 |
||||||||
2020 |
2019 |
|||||||
Operating activities |
||||||||
Net income (loss) |
$ |
( |
) |
$ |
||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities |
||||||||
Net cash provided by operating activities |
||||||||
Investing activities |
||||||||
Purchases of fixed income and equity securities |
( |
) |
( |
) |
||||
Distributions from limited partnerships |
||||||||
Proceeds from maturities |
||||||||
Proceeds from sales of fixed income securities |
||||||||
Proceeds from sales of equity securities |
||||||||
Purchase of commercial mortgage loans |
( |
) |
( |
) |
||||
Proceeds from commercial mortgage loans |
||||||||
Purchases of property and equipment |
( |
) |
( |
) |
||||
Proceeds from disposals of property and equipment |
||||||||
Net cash provided by (used in) investing activities |
( |
) |
||||||
Financing activities |
||||||||
Dividends paid to shareholders |
( |
) |
( |
) |
||||
Repurchase of common shares |
( |
) |
( |
) |
||||
Net cash used in financing activities |
( |
) |
( |
) |
||||
Effect of foreign exchange rates on cash and cash equivalents |
( |
) |
||||||
Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents |
( |
) |
||||||
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period |
||||||||
Cash, cash equivalents and restricted cash and cash equivalents at end of period |
$ |
$ |
||||||
See notes to condensed consolidated financial statements.
- 7 -
Notes to Unaudited Condensed Consolidated Financial Statements
(All dollar amounts presented in these notes are in thousands, except share and per share data)
(1) Summary of Significant Accounting Policies:
Description of Business: Protective Insurance Corporation (the "Company"), based in Carmel, Indiana, is a property-casualty insurer specializing in marketing and underwriting property, liability and workers' compensation coverage for trucking and public transportation fleets, as well as coverage for trucking industry independent contractors. The Company offers a range of products and services, the most significant being commercial automobile and workers' compensation insurance products. The Company operates as one reportable property and casualty insurance segment based on how its operating results are regularly reviewed by its chief operating decision maker when making decisions about how resources are allocated and assessing performance.
The term “Insurance Subsidiaries,” as used throughout this document, refers to Protective Insurance Company, Protective Specialty Insurance Company, Sagamore Insurance Company and B&L Insurance, Ltd.
Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Interim financial statements should be read in conjunction with the Company's annual audited financial statements and other disclosures included in the Company's most recent Annual Report on Form 10-K. Operating results for interim periods are not necessarily indicative of results that may be expected for the year ending December 31, 2020 or any other future period.
Accounting Policies
Investments: Carrying amounts for fixed income securities represent fair value and are based on quoted market prices, where available, or broker/dealer quotes for specific securities where quoted market prices are not available. Equity securities are carried at quoted market prices (fair value).
Commercial mortgage loans are carried primarily at amortized cost along with an allowance for losses when necessary. These investments represent interests in commercial mortgage loans originated and serviced by a third party of which the Company shares, on a pro-rata basis, in all related cash flows of the underlying mortgage loans. The Company recorded an allowance of $195 on its commercial mortgage loans as of June 30, 2020 in conjunction with the adoption of the new credit losses accounting standard discussed below.
The Company accounts for investments in limited partnerships using the equity method of accounting, which requires an investor in a limited partnership to record its proportionate share of the limited partnership's net income. To the extent the limited partnerships include both realized and unrealized investment gains or losses in the determination of net income or loss, then the Company would also recognize, through its condensed consolidated statements of operations, its proportionate share of the investee's unrealized, as well as realized, investment gains or losses within net unrealized gains (losses) on equity securities and limited partnership investments.
Short-term and other investments are carried at cost, which approximates their fair values.
Fixed income securities are considered to be available-for-sale. The related unrealized net gains or losses (net of applicable tax effects) on fixed income securities are reflected directly in other comprehensive income (loss) within shareholders' equity. Included within available-for-sale fixed income securities are convertible debt securities. A portion of the changes in the fair values of convertible debt securities is reflected as a component of net realized gains (losses) on investments, excluding impairment losses within the condensed consolidated statements of operations. Realized gains and losses on disposals of fixed income securities are recorded on the trade date. Realized gains and losses on fixed income securities are determined by the specific identification of the cost of investments sold and are included in net realized gains (losses) on investments, excluding impairment losses.
Equity securities are recorded at fair value, with unrealized net gains or losses reflected as a component of net unrealized gains (losses) on equity securities and limited partnership investments within the condensed consolidated statements of operations. Realized gains and losses on disposals of equity securities are recorded on the trade date and included in net realized gains (losses) on investments, excluding impairment losses.
- 8 -
Recognition of Revenue and Costs: Premiums are earned over the period for which insurance protection is provided. A reserve for unearned premiums is established to reflect amounts applicable to subsequent accounting periods. Commissions to unaffiliated companies and premium taxes applicable to unearned premiums are deferred and expensed as the related premiums are earned. The Company does not defer acquisition costs that are not directly variable with the production of premiums. If it is determined that expected losses and deferred expenses will likely exceed the related unearned premiums, the asset representing deferred policy acquisition costs is reduced and an expense is charged against current operations to reflect any such premium deficiency. In the event that the expected premium deficiency exceeds deferred policy acquisition costs, an additional liability would be recorded with a corresponding expense to current operations for the amount of the excess premium deficiency. Anticipated investment income is considered in determining recoverability of deferred acquisition costs. The Company had no material contract assets, contract liabilities, or deferred contract costs recorded on its condensed consolidated balance sheet at June 30, 2020.
The following accounting policies have been updated effective January 1, 2020 to reflect the Company's adoption of Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, as described below.
Investment Impairments: For a fixed income security in an unrealized loss position where the Company has the intent to sell the fixed income security, or it is more likely than not that the Company will have to sell the fixed income security before recovery of its amortized cost basis, the decline in value is recorded within impairment losses on investments in the condensed consolidated statements of operations. The new cost basis of the investment is the previous amortized cost basis less the impairment recognized. The new cost basis is not adjusted for any subsequent recoveries in fair value.
For a fixed income security that the Company does not intend to sell or in cases where it is more likely than not that the Company will not have to sell the security, the Company separates the credit loss component of the impairment from the amount related to all other factors and reports the credit loss component within net realized gains (losses) on investments, excluding impairment losses in the condensed consolidated statements of operations. The impairment related to all other factors (non-credit factors) is reported in other comprehensive income (loss). The allowance is adjusted for any additional credit losses and subsequent recoveries. Upon recognizing a credit loss, the cost basis is not adjusted.
The Company considers the extent to which fair value is below amortized cost in determining whether a credit-related loss exists. The Company also considers the credit quality rating of the security, focusing on those below investment grade, with emphasis on securities downgraded below investment grade. The credit loss is determined by comparing the net present value of projected future cash flows with the amortized cost basis of the fixed income security. The net present value is calculated by discounting the Company's best estimate of projected future cash flows at the appropriate effective interest rate. Additionally, the Company may conclude that a qualitative analysis is sufficient to support its conclusion that the present value of the expected cash flows equals or exceeds a security’s amortized cost.
The Company reports investment income due and accrued separately from available-for-sale fixed income securities and has elected not to measure an allowance for credit losses for investment income due and accrued. Investment income due and accrued is written off through net realized gains (losses) on investments, excluding impairment losses at the time the issuer defaults or is expected to default on payments.
Deductible Receivables: Under certain workers’ compensation insurance contracts with deductible features, the Company is obligated to pay the claimant for the full amount of the claim. The Company is subsequently reimbursed by the policyholder for the deductible amount. These amounts are included on a net of allowance basis in the condensed consolidated balance sheets within accounts receivable. The allowance is based upon the Company’s ongoing review of amounts outstanding, changes in policyholder credit standing, and other relevant factors. A probability-of-default methodology, which reflects current and forecasted economic conditions, is used to estimate the allowance for expected credit losses for deductible receivables. As of January 1, 2020, in conjunction with the adoption of ASU 2016-13, the Company recorded an allowance for expected credit losses of $15,000 ($11,850 , net of tax). See Note 10 – Litigation, Commitments and Contingencies for further discussion.
- 9 -
Recently Adopted Accounting Pronouncements: Effective January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842), or ASU 2016-02. Under the new guidance, lessees are required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees are required to recognize a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. The Company's adoption of the new standard did not have any impact on its condensed consolidated statements of operations or cash flows; however, the impact of adopting the new guidance resulted in a right-of-use asset and a lease liability being recorded on the condensed consolidated balance sheet as of June 30, 2020, each of approximately $65
In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13. ASU 2016-13 introduced a current expected credit loss ("CECL") model for measuring expected credit losses for certain types of financial instruments held at the reporting date requiring significant judgment in application based on historical experience, current conditions and reasonable supportable forecasts, but is not prescriptive about certain aspects of estimating expected losses. The guidance replaced the current incurred loss model for measuring expected credit losses and provided for additional disclosure requirements. Subsequently, the FASB issued additional ASUs on Topic 326 that did not change the core principle of the guidance in ASU 2016-13, but provided clarification and implementation guidance on certain aspects of ASU 2016-13, and have the same effective date and transition requirements as ASU 2016-13. The Company adopted the guidance using a modified retrospective approach as of January 1, 2020 and recognized a cumulative effect adjustment of $15,545 ($12,281 , net of tax), to the opening balance of retained earnings. The adjustment was primarily related to estimating credit losses on the Company’s accounts receivable balances, reinsurance recoverable balances and commercial mortgage loans at the date of adoption.
The updated guidance in ASU 2016-13 also amended the previous other-than-temporary impairment ("OTTI") model for available-for-sale fixed income securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. The Company adopted the guidance related to available-for-sale fixed income securities on January 1, 2020 using a prospective transition approach for available-for-sale fixed income securities that were purchased with credit deterioration or had recognized an OTTI write-down prior to the effective date. The effect of the prospective transition approach was to maintain the same amortized cost basis before and after the effective date.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, or ASU 2018-13. This update removed the disclosure requirements for the amounts of and the reasons for transfers between Level 1 and Level 2 and disclosure of the policy for timing of transfers between levels. This update also removed disclosure requirements for the valuation processes for Level 3 fair value measurements. Additionally, this update added disclosure requirements for the changes in unrealized gains and losses for recurring Level 3 fair value measurements and quantitative information for certain unobservable inputs in Level 3 fair value measurements. The Company adopted ASU 2018-13 as of January 1, 2020. As the requirements of this guidance are applicable to disclosure only, the adoption of ASU 2018-13 had no material impact on the Company's condensed consolidated financial statements.
Recently Issued Accounting Pronouncements: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, or ASU 2019-12. Among other items, the amendments in ASU 2019-12 simplify the accounting treatment of tax law changes and year-to-date losses in interim periods. An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates. Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective. This exception was removed under ASU 2019-12, thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU 2019-12 removes this exception and provides that in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the effects the adoption of ASU 2019-12 will have on its condensed consolidated financial statements.
- 10 -
(2) Investments:
The following is a summary of available-for-sale securities at June 30, 2020 and December 31, 2019:
Fair Value |
Cost or Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Net Unrealized Gains (Losses) |
||||||||||||||||
June 30, 2020 |
||||||||||||||||||||
Fixed income securities |
||||||||||||||||||||
Agency collateralized mortgage obligations |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||
Agency mortgage-backed securities |
( |
) |
||||||||||||||||||
Asset-backed securities |
( |
) |
( |
) |
||||||||||||||||
Bank loans |
( |
) |
( |
) |
||||||||||||||||
Certificates of deposit |
||||||||||||||||||||
Collateralized mortgage obligations |
( |
) |
( |
) |
||||||||||||||||
Corporate securities |
( |
) |
||||||||||||||||||
Mortgage-backed securities |
( |
) |
( |
) |
||||||||||||||||
Municipal obligations |
( |
) |
||||||||||||||||||
Non-U.S. government obligations |
( |
) |
||||||||||||||||||
U.S. government obligations |
||||||||||||||||||||
Total fixed income securities |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||
Fair Value |
Cost or Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Net Unrealized Gains (Losses) |
||||||||||||||||
December 31, 2019 |
||||||||||||||||||||
Fixed income securities |
||||||||||||||||||||
Agency collateralized mortgage obligations |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
Agency mortgage-backed securities |
( |
) |
||||||||||||||||||
Asset-backed securities |
( |
) |
( |
) |
||||||||||||||||
Bank loans |
( |
) |
( |
) |
||||||||||||||||
Certificates of deposit |
||||||||||||||||||||
Collateralized mortgage obligations |
||||||||||||||||||||
Corporate securities |
( |
) |
||||||||||||||||||
Mortgage-backed securities |
( |
) |
||||||||||||||||||
Municipal obligations |
( |
) |
||||||||||||||||||
Non-U.S. government obligations |
||||||||||||||||||||
U.S. government obligations |
( |
) |
||||||||||||||||||
Total fixed income securities |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||
The following table summarizes, for available-for-sale fixed income securities in an unrealized loss position at June 30, 2020 and December 31, 2019, the aggregate fair value and gross unrealized loss categorized by the duration individual securities have been continuously in an unrealized loss position.
June 30, 2020 |
December 31, 2019 |
|||||||||||||||||||||||
Number of Securities |
Fair Value |
Gross Unrealized Loss |
Number of Securities |
Fair Value |
Gross Unrealized Loss |
|||||||||||||||||||
Fixed income securities: |
||||||||||||||||||||||||
12 months or less |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
||||||||||||||||
Greater than 12 months |
( |
) |
( |
) |
||||||||||||||||||||
Total fixed income securities |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
||||||||||||||||
- 11 -
The fair value and the cost or amortized costs of fixed income investments at June 30, 2020, organized by contractual maturity, are shown below. Actual maturities may ultimately differ from contractual maturities because borrowers have, in some cases, the right to call or prepay obligations with or without call or prepayment penalties. Pre-refunded municipal bonds are classified based on their pre-refunded call dates.
Fair Value |
Cost or Amortized Cost |
|||||||
One year or less |
$ |
$ |
||||||
Excess of one year to five years |
||||||||
Excess of five years to ten years |
||||||||
Excess of ten years |
||||||||
Contractual maturities |
||||||||
Asset-backed securities |
||||||||
Total |
$ |
$ |
||||||
Following is a summary of the components of net realized and unrealized gains (losses) on investments for the periods presented in the accompanying condensed consolidated statements of operations.
Three Months Ended June 30 |
Six Months Ended June 30 |
|||||||||||||||
2020 |
2019 |
2020 |
2019 |
|||||||||||||
Gross gains on available-for-sale fixed income securities sold during the period |
$ |
$ |
$ |
$ |
||||||||||||
Gross losses on available-for-sale fixed income securities sold during the period |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
Impairment losses on investments |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
Change in value of limited partnership investments |
( |
) |
( |
) |
||||||||||||
Gains on equity securities: |
||||||||||||||||
Realized gains (losses) on equity securities sold during the period |
( |
) |
( |
) |
( |
) |
||||||||||
Unrealized gains (losses) on equity securities held at the end of the period |
( |
) |
||||||||||||||
Realized and unrealized gains (losses) on equity securities during the period |
( |
) |
||||||||||||||
Net realized and unrealized gains (losses) on investments |
$ |
$ |
$ |
( |
) |
$ |
||||||||||
As discussed in Note 1, the Company adopted the provisions of the new CECL model for measuring expected credit losses for available-for-sale fixed income securities as of January 1, 2020. The updated guidance amended the previous OTTI model for available-for-sale fixed income securities by requiring the recognition of impairments relating to credit losses through an allowance account on the balance sheet with a corresponding adjustment to earnings and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. For those securities the Company intended to sell as of June 30, 2020, a write down to earnings of $0.4 million and $0.5 million was recorded during the three and six months ended June 30, 2020. The Company reviewed its remaining fixed income securities in an unrealized loss position as of June 30, 2020 and determined that the losses were primarily the result of non-credit factors, such as the increase in market volatility due to the recent disruption in global financial markets as a result of the novel coronavirus COVID-19 pandemic and responses to it. The Company currently does not intend to sell nor does it expect to be required to sell these securities before recovery of their amortized cost. Based on the above factors, the Company did not record any allowance for credit losses related to its available-for-sale fixed income securities under the new guidance in the first six months of 2020.
Shareholders' equity at June 30, 2020 included approximately $3,989 , net of federal income tax expense, of reported earnings that remain undistributed by limited partnerships.
- 12 -
(3) Reinsurance:
The following table summarizes the Company's transactions with reinsurers for the three and six months ended June 30, 2020 and 2019 comparative periods.
2020 |
2019 |
|||||||
Three months ended June 30: |
||||||||
Premiums ceded to reinsurers |
$ |
$ |
||||||
Losses and loss expenses ceded to reinsurers |
||||||||
Commissions from reinsurers |
||||||||
2020 |
2019 |
|||||||
Six months ended June 30: |
||||||||
Premiums ceded to reinsurers |
$ |
$ |
||||||
Losses and loss expenses ceded to reinsurers |
||||||||
Commissions from reinsurers |
||||||||
(4) Loss and Loss Expense Reserves:
Activity in the reserves for losses and loss expenses for the six months ended June 30, 2020 and 2019 is summarized as follows. All amounts are shown net of reinsurance, unless otherwise indicated.
Six Months Ended |
||||||||
June 30 |
||||||||
2020 |
2019 |
|||||||
Reserves, gross of reinsurance recoverable, at the beginning of the year |
$ |
$ |
||||||
Reinsurance recoverable on unpaid losses at the beginning of the year |
||||||||
Reserves at the beginning of the year |
||||||||
Provision for losses and loss expenses: |
||||||||
Claims occurring during the current period |
||||||||
Claims occurring during prior periods |
( |
) |
( |
) |
||||
Total incurred |
||||||||
Loss and loss expense payments: |
||||||||
Claims occurring during the current period |
||||||||
Claims occurring during prior periods |
||||||||
Total paid |
||||||||
Reserves at the end of the period |
||||||||
Reinsurance recoverable on unpaid losses at the end of the period |
||||||||
Reserves, gross of reinsurance recoverable, at the end of the period |
$ |
$ |
||||||
The $326 prior accident year favorable development during the six months ended June 30, 2020 was primarily due to favorable loss development in the Company's occupational accident line of business for accident years 2018 and 2019, partially offset by unfavorable loss development in excess automobile liability and public transportation primarily for accident year 2018. This savings compares to a prior accident year savings of $1,656 for the six months ended June 30, 2019, which related to favorable loss development in workers' compensation and independent contractor coverages. Losses incurred from claims occurring during prior years reflect the development from prior accident years, composed of individual claim savings and deficiencies which, in the aggregate, have resulted from the settlement of claims at amounts higher or lower than previously reserved and from changes in estimates of losses incurred but not reported as part of the normal reserving process.
- 13 -
(5) Segment Information:
The Company has one reportable business segment in its operations: Property and Casualty Insurance. The property and casualty insurance segment provides multiple lines of insurance coverage primarily to commercial automobile companies, as well as to independent contractors who contract with commercial automobile companies.
The following table summarizes segment revenues for the three and six months ended June 30, 2020 and 2019:
Three Months Ended June 30 |
Six Months Ended June 30 |
|||||||||||||||
2020 |
2019 |
2020 |
2019 |
|||||||||||||
Revenues: |
||||||||||||||||
Net premiums earned |
$ |
$ |
$ |
$ |
||||||||||||
Net investment income |
||||||||||||||||
Net realized and unrealized gains (losses) on investments |
( |
) |
||||||||||||||
Commissions and other income |
||||||||||||||||
Total revenues |
$ |
$ |
$ |
$ |
||||||||||||
(6) Debt:
On August 9, 2018, the Company entered into a credit agreement providing a revolving credit facility with a $40,000 limit, with the option for up to an additional $35,000 in incremental loans at the discretion of the lenders. This credit agreement has an expiration date of August 9, 2022 . Interest on this revolving credit facility is referenced to the London Interbank Offered Rate and can be fixed for periods of up to one year at the Company's option. Outstanding drawings on this revolving credit facility were $20,000 as of June 30, 2020. At June 30, 2020, the effective interest rate was 1.29 %, and the Company had $20,000 remaining available under the revolving credit facility. The current outstanding borrowings were used to repay the Company's previous line of credit. The Company's revolving credit facility has two financial covenants, each of which were met as of June 30, 2020. These covenants require the Company to have a minimum U.S. generally accepted accounting principles net worth and a maximum consolidated debt to equity ratio of 0.35 .
(7) Taxes:
The Company uses the estimated annual effective tax rate method for calculating its tax provision in interim periods, which represents the Company’s best estimate of the effective tax rate expected for the full year based on projected annual taxable income (loss). The effective tax rate can fluctuate throughout the year because estimates used in the quarterly tax provision are updated as more information becomes available throughout the year.
The effective federal tax rate on consolidated income for the three months ended June 30, 2020 was 20.0 % compared to 21.3 % for the three months ended June 30, 2019. The effective federal tax rate on consolidated loss for the six months ended June 30, 2020 was 1.3 % compared to 21.6 % on consolidated income for the six months ended June 30, 2019. The pre-tax loss for the six months ended June 30, 2020 makes these interim period effective tax rates less comparable year-over-year. The difference in the effective federal income tax rate from the normal statutory rate was primarily related to the recording of a valuation allowance in the current period on our deferred tax assets discussed below, in addition to the effects of tax-exempt investment income and the dividends received deduction.
In assessing the valuation of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income or availability to carryback the losses to taxable income during the periods in which those temporary differences become deductible. The Company considered several factors when analyzing the need for a valuation allowance, including the Company's current three year cumulative loss through June 30, 2020, the increase in deferred tax assets due to the adoption of CECL at January 1, 2020 discussed in Note 1, the change in unrealized gains and losses and the loss of a high taxable income year from the carryback period. The three year cumulative loss limits the Company's ability to use projected income beyond 2020 in the analysis. Based on this analysis, the Company concluded that a valuation allowance was necessary for its deferred tax assets not supported by either carryback availability or future reversals of existing taxable temporary differences. The Company's valuation allowance was $2,388 as of June 30, 2020, of which $2,176 was recorded in the condensed consolidated statement of operations for the six months ended June 30, 2020 and the balance was recorded in shareholders' equity within accumulated other comprehensive income as of June 30, 2020. This represented a $2,541 reduction to the valuation allowance of $4,929 recorded for the three months ended March 31, 2020. Of this reduction, $130 was recorded in the condensed consolidated statement of operations for the three months ended June 30, 2020 and the balance was recorded in shareholders' equity within accumulated other comprehensive income as of June 30, 2020.
As of June 30, 2020, the Company's calendar years 2018, 2017 and 2016 remain subject to examination by the Internal Revenue Service.
- 14 -
(8) Fair Value:
Assets and liabilities recorded at fair value in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The following tables summarize fair value measurements by level for assets measured at fair value on a recurring basis:
As of June 30, 2020:
Description |
Total |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
Fixed income securities: |
||||||||||||||||
Agency collateralized mortgage obligations |
$ |
$ |
$ |
$ |
||||||||||||
Agency mortgage-backed securities |
||||||||||||||||
Asset-backed securities |
||||||||||||||||
Bank loans |
||||||||||||||||
Certificates of deposit |
||||||||||||||||
Collateralized mortgage obligations |
||||||||||||||||
Corporate securities |
||||||||||||||||
Options embedded in convertible securities |
||||||||||||||||
Mortgage-backed securities |
||||||||||||||||
Municipal obligations |
||||||||||||||||
Non-U.S. government obligations |
||||||||||||||||
U.S. government obligations |
||||||||||||||||
Total fixed income securities |
||||||||||||||||
Equity securities: |
||||||||||||||||
Consumer |
||||||||||||||||
Energy |
||||||||||||||||
Financial |
||||||||||||||||
Industrial |
||||||||||||||||
Technology |
||||||||||||||||
Funds (e.g., mutual funds, closed end funds, ETFs) |
||||||||||||||||
Other |
||||||||||||||||
Total equity securities |
||||||||||||||||
Short-term investments |
||||||||||||||||
Cash equivalents |
||||||||||||||||
Total |
$ |
$ |
$ |
$ |
||||||||||||
- 15 -
As of December 31, 2019:
Description |
Total |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
Fixed income securities: |
||||||||||||||||
Agency collateralized mortgage obligations |
$ |
$ |
$ |
$ |
||||||||||||
Agency mortgage-backed securities |
||||||||||||||||
Asset-backed securities |
||||||||||||||||
Bank loans |
||||||||||||||||
Certificates of deposit |
||||||||||||||||
Collateralized mortgage obligations |
||||||||||||||||
Corporate securities |
||||||||||||||||
Options embedded in convertible securities |
||||||||||||||||
Mortgage-backed securities |
||||||||||||||||
Municipal obligations |
||||||||||||||||
Non-U.S. government obligations |
||||||||||||||||
U.S. government obligations |
||||||||||||||||
Total fixed income securities |
||||||||||||||||
Equity securities: |
||||||||||||||||
Consumer |
||||||||||||||||
Energy |
||||||||||||||||
Financial |
||||||||||||||||
Industrial |
||||||||||||||||
Technology |
||||||||||||||||
Funds (e.g., mutual funds, closed end funds, ETFs) |
||||||||||||||||
Other |
||||||||||||||||
Total equity securities |
||||||||||||||||
Short-term investments |
||||||||||||||||
Cash equivalents |
||||||||||||||||
Total |
$ |
$ |
$ |
$ |
||||||||||||
Level inputs, as defined by the FASB guidance, are as follows:
Level Input: |
Input Definition: |
|
Level 1 |
Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. |
|
Level 2 |
Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. |
|
Level 3 |
Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. |
The Company did not have any Level 3 assets at June 30, 2020 or December 31, 2019. Level 3 assets, when present, are valued using various unobservable inputs, including extrapolated data, proprietary models and indicative quotes.
Quoted market prices are obtained whenever possible. Where quoted market prices are not available, fair values are estimated using broker/dealer quotes for specific securities. These techniques are significantly affected by the Company's assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs have not been considered in estimating fair values.
Transfers between levels, if any, are recorded as of the beginning of the reporting period. There were no significant transfers of assets between Level 1 and Level 2 during the six months ended June 30, 2020.
In addition to the preceding disclosures on assets recorded at fair value in the condensed consolidated balance sheets, FASB guidance also requires the disclosure of fair values for certain other financial instruments for which it is practicable to estimate fair value, whether or not such values are recognized in the condensed consolidated balance sheets.
- 16 -
Non-financial instruments such as real estate, property and equipment, other assets, deferred income taxes and intangible assets, and certain financial instruments such as policy reserve liabilities are excluded from the fair value disclosures. Therefore, the fair value amounts cannot be aggregated to determine the underlying economic value of the Company. The following methods, assumptions and inputs were used to estimate the fair value of each class of financial instrument:
Limited partnerships: The Company accounts for investments in limited partnerships using the equity method of accounting, which requires an investor in a limited partnership to carry the investment at its proportionate share of the limited partnership's equity. The underlying assets of the Company's investments in limited partnerships are carried primarily at fair value; therefore, the Company's carrying value of limited partnerships approximates fair value. As these investments are not actively traded and the corresponding inputs are based on data provided by the investees, they are classified as Level 3.
Commercial mortgage loans: Commercial mortgage loans are carried primarily at amortized cost along with a valuation allowance for losses when necessary. These investments represent interests in commercial mortgage loans originated and serviced by a third party of which the Company shares, on a pro-rata basis, in all related cash flows of the underlying mortgage loans. The fair value of the Company’s investment in these commercial mortgage loans is based on expected future cash flows discounted at the current interest rate for origination of similar quality loans, adjusted for specific loan risk. These investments are classified as Level 3.
Short-term borrowings: The fair value of the Company's short-term borrowings is based on quoted market prices for the same or similar debt, or, if no quoted market prices are available, on the current market interest rates available to the Company for debt of similar terms and remaining maturities.
A summary of the carrying value and fair value by level of financial instruments not recorded at fair value on the Company's condensed consolidated balance sheets at June 30, 2020 and December 31, 2019 is as follows:
Carrying |
Fair Value |
|||||||||||||||||||
Value |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||||||
June 30, 2020 |
||||||||||||||||||||
Assets: |
||||||||||||||||||||
Limited partnerships |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
Commercial mortgage loans |
||||||||||||||||||||
Liabilities: |
||||||||||||||||||||
Short-term borrowings |
||||||||||||||||||||
December 31, 2019 |
||||||||||||||||||||
Assets: |
||||||||||||||||||||
Limited partnerships |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
Commercial mortgage loans |
||||||||||||||||||||
Liabilities: |
||||||||||||||||||||
Short-term borrowings |
||||||||||||||||||||
(9) Stock-Based Compensation:
The Company issues shares of restricted Class B Common Stock to the Company's outside directors as part of their annual retainer compensation. The shares are distributed to the outside directors on the vesting date, which, with the exception of pro-rated annual retainers granted to outside directors, is one year following the date of grant. On May 17, 2019, the Company granted shares of restricted Class B Common Stock in connection with the election of a new outside director, reflecting such director’s pro-rated annual retainer compensation, which shares vested and were distributed on May 7, 2020. Additionally, effective May 22, 2019, John D. Nichols, Jr. ceased serving as the Company's Interim Chief Executive Officer and principal executive officer, but continued to serve as Chairman of the Company's Board of Directors. On May 22, 2019, the Company granted shares of restricted Class B Common Stock to Mr. Nichols in connection with this transition, reflecting his pro-rated annual retainer compensation, which shares also vested and were distributed on May 7, 2020. The table below provides detail of the restricted stock issuances to directors for 2019 and 2020:
- 17 -
Grant Date |
Number of Shares Issued |
Vesting Date |
Service Period |
Grant Date Fair Value Per Share |
|||||
5/8/2018 |
$ |
||||||||
5/7/2019 |
$ |
||||||||
5/17/2019 |
$ |
||||||||
5/22/2019 |
$ |
||||||||
5/5/2020 |
$ |
||||||||
Compensation expense related to the above stock grants is recognized over the period in which the directors render services.
In March 2018, the Company's Compensation Committee granted equity-based awards pursuant to the Long-Term Incentive Plan. Certain participants under the Long-Term Incentive Plan were granted equity awards (the "2018 LTIP Awards"), with the number of shares of Class B Common Stock earned pursuant to such awards determined by applying a performance matrix consisting of a measurement of the combined results of the Company's 2018 growth in gross premiums earned and the Company's 2018 combined ratio. The combined ratio is calculated as a ratio of (A) losses and loss expenses incurred, plus other operating expenses, less commission and other income to (B) net premiums earned. No 2018 LTIP Awards were earned based on the Company's performance in 2018, and therefore no shares were issued pursuant to the 2018 LTIP Awards. In addition to the 2018 LTIP Awards, in March 2018 the Company's Compensation Committee also granted Value Creation Incentive Plan awards (the "2018 VCIP Awards") to certain participants under the Long-Term Incentive Plan. The 2018 VCIP Awards are performance-based equity awards that will be earned based on the Company's cumulative operating income, as defined above, over a three-year performance period from January 1, 2018 through December 31, 2020 relative to a cumulative operating income goal for the period set by the Compensation Committee in March 2018. Any 2018 VCIP Awards that are earned will be paid in unrestricted shares of the Company's Class B Common Stock at the end of the three-year performance period, but no later than March 15, 2021. No shares are eligible to be issued under the 2018 VCIP Awards as of June 30, 2020.
On November 13, 2018, the Company entered into an employment agreement with its Interim Chief Executive Officer, John D. Nichols, Jr. Pursuant to the terms of this employment agreement, on November 13, 2018, Mr. Nichols was granted 85,000 restricted shares of the Company's Class B Common Stock (the "Nichols Stock Grant"), of which 42,500 shares vested as of October 17, 2019; 21,250 shares will vest as of October 17, 2020, and 21,250 shares will vest as of October 17, 2021. The Company incurred $128 of expense during the six months ended June 30, 2020 related to the Nichols Stock Grant.
In March 2019, the Company's Compensation Committee granted equity-based awards pursuant to the Long-Term Incentive Plan. Certain participants under the Long-Term Incentive Plan were granted equity awards (the "2019 LTIP Awards"), with the number of shares of Class B Common Stock earned pursuant to such awards determined by applying a performance matrix consisting of a corporate performance component as well as a personal performance component. The corporate performance component of the 2019 LTIP Awards was determined based on the Company's achievement of 2019 underwriting income compared to the plan target. The Company's underwriting income was calculated as income (loss) before federal income tax expense (benefit), less net realized and unrealized gains (losses) on investments, less net investment income. The personal performance component of the 2019 LTIP Awards was determined based on the achievement of personal goals that align with departmental and corporate objectives for 2019. 2019 LTIP Awards earned were paid in shares of restricted Class B Common Stock in early 2020. of such shares will vest annually over the three-year period beginning one year from the date of issue. The Company incurred $40 of expense during the six months ended June 30, 2020 related to the 2019 LTIP Awards.
On May 22, 2019, the Company entered into an employment agreement with its new Chief Executive Officer, Jeremy D. Edgecliffe-Johnson. Pursuant to the terms of this employment agreement, on May 22, 2019, Mr. Edgecliffe-Johnson was granted 70,000 restricted shares of the Company's Class B Common Stock (the "Edgecliffe-Johnson Stock Grant"), of which 35,000 shares will vest as of June 1, 2022, 21,000 shares will vest as of June 1, 2023, and 14,000 shares will vest as of June 1, 2024. The Company incurred $135 of expense during the six months ended June 30, 2020 related to the Edgecliffe-Johnson Stock Grant.
On November 5, 2019, the Board of the Company, upon the recommendation of the Compensation Committee, approved equity compensation awards to be granted to seven members of senior management as of November 12, 2019 under the Company’s Long-Term Incentive Plan. The Board approved a total of $1,100 in grants of restricted shares of the Company’s Class B Common Stock, which will vest on January 1, 2023, subject to the recipient’s continued employment with the Company through the vesting date. The Company incurred $176 of expense during the six months ended June 30, 2020 related to this grant.
- 18 -
(10) Litigation, Commitments and Contingencies:
In the ordinary, regular and routine course of their business, the Company and its Insurance Subsidiaries are frequently involved in various matters of litigation relating principally to claims for insurance coverage provided. No currently pending matter is deemed by management to be material to the Company, other than as noted below.
Personnel Staffing Group Litigation
In July 2019, Protective Insurance Company (“Protective”) was named as a defendant in an action brought by a former insured, Personnel Staffing Group d/b/a MVP Staffing (“PSG”), in the U.S. District Court for the Central District of California (the “California Action”) alleging that Protective had breached its workers’ compensation insurance policy and had breached the duties of good faith and fair dealing. Protective provided workers’ compensation insurance to PSG from January 1, 2017 through June 30, 2018, which was subject to a $500 per claim deductible to be paid by PSG. No specific damages were included in the complaint. In August 2019, Protective filed a motion to dismiss or stay the action.
In August 2019, Protective filed a lawsuit against PSG in Marion County Superior Court, in Indianapolis, Indiana (the “Indiana Court”) alleging breach of contract, breach of the parties' collateral agreement, breach of the parties' indemnity agreement, and seeking a declaratory judgment regarding PSG’s obligation to fund its ongoing claim deductible obligations and adequately collateralize Protective’s current and ongoing claims exposure pursuant to terms of the parties' agreements (the “Indiana Action”). In October 2019, Protective amended the complaint to include allegations of misrepresentation as to source of coverage, negligent misrepresentation, fraud and racketeering and seeking injunctive relief. In November 2019, PSG filed a motion to dismiss the Indiana Action on the basis of comity with the California Action, claiming that California was the proper forum for Protective’s claims.
In February 2020, the Indiana Court issued an order dismissing the Indiana Action without prejudice; the Indiana Court declined to rule on the legal effect of the forum selection clause in the parties’ agreements, finding that any interpretation should be addressed by the court in the California Action. On April 28, 2020, Protective’s motion to dismiss the California Action was granted without prejudice on grounds that Indiana is the more appropriate forum. On May 4, 2020, PSG filed a notice of appeal of the order of dismissal in the California Action. On May 1, 2020, Protective filed a motion with the Indiana Court to re-open the Indiana Action, which remains pending. Protective intends to vigorously pursue its claims against PSG, however, the ultimate outcome cannot be presently determined.
Pursuant to the terms of the workers’ compensation policies, Protective has a duty to adjust and pay claims arising under the policies regardless of whether PSG makes payments to Protective for deductible obligations under the policies. Under its contractual obligations to Protective, PSG is required to maintain a “loss fund” for the payment of claims, the balance of which is to remain at or above $4,000 ; in addition, PSG is required to provide collateral in an amount equal to 110 % of Protective’s current open case reserves on workers’ compensation claims arising under the policies.
As of June 30, 2020, Protective had approximately $17,338 in deductible receivables on claims arising under PSG’s workers’ compensation policies and had exhausted all collateral provided by PSG. Protective continues to pay claims settlements under the policies without reimbursement from PSG. For the past six months, the average monthly deductible invoices have been approximately $1,085 . PSG’s estimated ultimate obligation under the agreements is approximately $46,730 as of June 30, 2020 (inclusive of the $17,338 in deductible receivables noted above). At June 30, 2020, based on the Company's assessment that PSG will continue to operate as a business and that the terms of the agreement with PSG will be legally enforceable, the Company believes that it will fully collect all current and future amounts due from PSG relating to this matter.
The Company included this matter in its assessment of the impact of adopting ASU 2016-13, the new guidance for measuring CECL, which is discussed in Note 1. A probability-of-default methodology was applied to projected estimated cash flows to estimate the allowance for expected credit losses for this matter. The Company considered the delay in reimbursement for claims paid as well as probability of default assumptions when analyzing the credit loss related to this matter. As of January 1, 2020, in conjunction with the adoption of ASU 2016-13, the Company recorded an allowance for expected credit losses of $15,000 ($11,850 , net of tax) as a reduction to equity. In the event of a PSG bankruptcy with no recovery, the Company would incur a charge to the condensed consolidated statement of operations of $31,730 ($25,067 , net of tax), which represents the estimated ultimate obligation discussed above less the CECL allowance. There was no change to the allowance during the first six months of 2020, as the ultimate obligation and projected cash flows had not materially changed since January 1, 2020 when the initial measurement of the credit risk was conducted.
- 19 -
(11) Shareholders' Equity:
On August 31, 2017, the Company's Board of Directors authorized the reinstatement of its share repurchase program for up to 2,464,209 shares of the Company's Class A or Class B Common Stock. On August 6, 2019, the Company's Board of Directors reaffirmed its share repurchase program, but also provided that the aggregate dollar amount of shares of the Company's common stock that may be repurchased under the share repurchase program between August 6, 2019 and August 6, 2020 may not exceed $25,000 , including a limit of up to $6,250 per quarter. No duration has been placed on the Company's share repurchase program, and the Company reserves the right to amend, suspend or discontinue it at any time. The share repurchase program does not commit the Company to repurchase any shares of its common stock.
During the six months ended June 30, 2020, the Company paid $1,782 to repurchase 126,764 shares of Class B Common Stock under the share repurchase program.
The following table illustrates changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2020:
Foreign Currency |
Unrealized Holding Gains (Losses) on Available-for-sale Securities |
Total |
||||||||||
Beginning balance at December 31, 2019 |
$ |
( |
) |
$ |
$ |
|||||||
Other comprehensive income (loss) before reclassifications |
( |
) |
( |
) |
( |
) |
||||||
Amounts reclassified from accumulated other comprehensive income (loss) |
( |
) |
( |
) |
||||||||
Net current-period other comprehensive income (loss) |
( |
) |
( |
) |
( |
) |
||||||
Ending balance at June 30, 2020 |
$ |
( |
) |
$ |
$ |
|||||||
The following table illustrates changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2019:
Foreign Currency |
Unrealized Holding Gains (Losses) on Available-for-sale Securities |
Total |
||||||||||
Beginning balance at December 31, 2018 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
|||
Other comprehensive income (loss) before reclassifications |
||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) |
||||||||||||
Net current-period other comprehensive income (loss) |
||||||||||||
Ending balance at June 30, 2019 |
$ |
( |
) |
$ |
$ |
|||||||
(12) Related Parties:
The Company utilizes the services of an investment firm of which one director of the Company is a partial owner. This investment firm manages equity securities and fixed income portfolios held by the Company with an aggregate market value of approximately $6,946 at June 30, 2020. Total commissions and net fees earned by this investment firm and its affiliates on these portfolios were $67 and $71 for the six months ended June 30, 2020 and 2019.
(13) Subsequent Events:
On August 4, 2020 , the Company's Board of Directors declared a regular quarterly dividend of $0.10 September 1, 2020 to shareholders of record on August 18, 2020 .
- 20 -
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Protective Insurance Corporation is a property-casualty insurer specializing in marketing and underwriting property, liability and workers' compensation coverage for trucking and public transportation fleets, as well as coverage for trucking industry independent contractors. We operate as one reportable property and casualty insurance segment, offering a range of products and services, the most significant being commercial automobile and workers' compensation insurance products.
The term “Protective,” as used throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), refers to Protective Insurance Corporation, the parent company. The terms the “Company,” “we,” “us” and “our,” as used throughout this MD&A, refer to Protective and all of its subsidiaries, unless the context clearly indicates otherwise. The term “Insurance Subsidiaries,” as used throughout this MD&A, refers to Protective Insurance Company, Protective Specialty Insurance Company, Sagamore Insurance Company and B&L Insurance, Ltd.
Impact of Stockholder Support and Contingent Sale Agreement
On May 5, 2020, the Board of Directors (the “Board”) of Protective Insurance Corporation formed a special committee of independent directors (the “Special Committee”) to evaluate a Stockholder Support and Contingent Sale Agreement (the “Contingent Sale Agreement”) entered into by and among certain prospective third party purchasers (the “Offering Parties”), certain of Protective’s shareholders and the other parties thereto. We received notice of the Contingent Sale Agreement on April 23, 2020, the date of filing of amendments to Schedule 13Ds relating to our Class A Common Stock, Subject to the satisfaction of certain conditions under the Contingent Sale Agreement, the Offering Parties may commence a tender offer to purchase all of the outstanding shares of Protective’s Class A Common Stock at a price per share of $18.30 per share (equal to 85% of our first quarter 2020 book value per share as reported by us on May 5, 2020).
In June 2020, Protective announced that the Board determined that the transactions contemplated by the Contingent Sale Agreement are not in the best interests of Protective and our stakeholders. As part of this evaluation, the Board determined that it would also recommend against the potential tender offer contemplated by the Contingent Sale Agreement if it were commenced, and that if the transactions contemplated by the Contingent Sale Agreement were consummated, it expects to take the necessary actions to redeem all or certain of the Class A shares of Protective purchased by the Offering Parties pursuant to Protective’s Code of By-laws. Protective also announced that the Special Committee of the Board is exploring, with the assistance of its independent financial and legal advisors, strategic alternatives that may be available to Protective. There can be no assurance that the Special Committee or Board will determine that a strategic alternative is in the best interest of the Company and its stakeholders, or that a transaction will be entered into or, if entered into, the timing, terms or conditions thereof.
During the second quarter of 2020, we incurred $1.7 million ($1.3 million, net of tax) of expenses in conjunction with the Board’s review of the Contingent Sale Agreement and the activities of the Special Committee.
Expected Credit Losses Standard (CECL) Adoption
On January 1, 2020, we adopted the provisions of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13. ASU 2016-13 introduced a current expected credit loss ("CECL") model for measuring expected credit losses for certain types of financial instruments held at the reporting date requiring significant judgment in application based on historical experience, current conditions and reasonable supportable forecasts, but is not prescriptive about certain aspects of estimating expected losses. We adopted the guidance using a modified retrospective approach as of January 1, 2020 and recognized a cumulative effect adjustment of $15.5 million ($12.3 million net of tax), to the opening balance of retained earnings. The adjustment was primarily related to estimating credit losses on our accounts receivable balances, reinsurance recoverable balances and commercial mortgage loans at the date of adoption. We did not record any significant additional impact to the statement of operations in the first six months of 2020.
The updated guidance in ASU 2016-13 also amended the previous other-than-temporary impairment ("OTTI") model for available-for-sale fixed income securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. We adopted the guidance related to available-for-sale fixed income securities on January 1, 2020 using a prospective transition approach for available-for-sale fixed income securities that were purchased with credit deterioration or had recognized an OTTI write-down prior to the effective date. The effect of the prospective transition approach was to maintain the same amortized cost basis before and after the effective date. For those securities we intended to sell as of June 30, 2020, we recorded a write down to earnings of $0.4 million and $0.5 million during the three and six months ended June 30, 2020. We reviewed our remaining fixed income securities in an unrealized loss position as of June 30, 2020 and determined that the losses were primarily the result of non-credit factors, such as the increase in market volatility due to the recent disruption in global financial markets as a result of the novel coronavirus COVID-19 ("COVID-19") pandemic and responses to it. We currently do not intend to sell nor do we expect to be required to sell these securities before recovery of their amortized cost. Based on the above factors, we did not record any allowance for credit losses under the new guidance related to our available-for-sale securities under the new guidance in the first six months of 2020.
- 21 -
COVID-19 Impacts
Beginning in March 2020 and continuing through the date of this Quarterly Report on Form 10-Q, the global pandemic associated with COVID-19 and related economic conditions have impacted the global economy and our results of operations. For the three and six months ended June 30, 2020, net premiums earned within our commercial automobile products, specifically public transportation, were negatively impacted due to a reduction in miles driven, which are the basis for premiums we receive, as well as an overall reduction in public transportation units insured. However, losses and loss expenses incurred during those same periods reflected favorable impacts within all commercial automobile products as a result of declines in accident frequency due to lower traffic density. In addition to these impacts on our underwriting loss, as defined below, we incurred net realized and unrealized gains on investments of $10.6 million during the three months ended June 30, 2020, reflecting an improvement in the global financial markets during the quarter; however, we incurred net realized and unrealized losses on investments of $17.1 million for the six months ended June 30, 2020 due to investment losses of $27.8 million during the three months ended March 31, 2020 as a result of the significant decline in the global financial markets experienced in that quarter due to the COVID-19 pandemic. These gains and losses were primarily driven by the impact of changes in the fair value of our equity investments as a result of the recent fluctuations in the global financial markets driven primarily by the COVID-19 pandemic. Additionally, insurance departments throughout the country have issued bulletins and regulations urging or requiring insurers to extend grace periods for the payment of policy premiums and to refrain from canceling or non-renewing policies for the non-payment of policy premiums for policyholders adversely affected by COVID-19; however, we have not seen a material decrease or slowdown in premium collection to date. We have also taken additional steps, including a temporary freeze on hiring in most areas of the company and reductions to discretionary spending in response to COVID-19. We expect this impact will persist for the remainder of 2020 and beyond, but the degree of the impact will depend on the extent and duration of the challenging economic circumstances. For further discussion regarding the potential impacts of COVID-19 and related economic conditions on us, see Part II, Item 1A, "Risk Factors," of this Quarterly Report on Form 10-Q and of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
Liquidity and Capital Resources
Our liquidity and capital resources were not materially impacted by COVID-19 and related economic conditions during the first six months of 2020. For further discussion regarding the potential future impacts of COVID-19 and related economic conditions, see "Part II, Item 1A, "Risk Factors" of this Quarterly Report on Form 10-Q.
The primary sources of our liquidity are (1) funds generated from insurance operations, including net investment income, (2) proceeds from the sale of investments, and (3) proceeds from maturing investments.
We generally experience positive cash flow from operations. Premiums are collected on insurance policies in advance of the disbursement of funds for payment of claims. Operating costs of our property/casualty Insurance Subsidiaries, other than loss and loss expense payments and commissions paid to related agency companies, average less than one-third of net premiums earned on a consolidated basis, and the remaining amount is available for investment for varying periods of time depending on the type of insurance coverage provided and the timing of claim payments. Because losses are often settled in periods subsequent to when they are incurred, operating cash flows may, at times, become negative as loss settlements on claim reserves established in prior years exceed current revenues. Our cash flow relating to premiums is significantly affected by reinsurance programs in effect, whereby we cede both premium and risk to other insurance and reinsurance companies. These programs vary significantly among products, and certain contracts call for reinsurance payment patterns, which do not coincide with the collection of premiums by us from our insureds.
On August 31, 2017, our Board of Directors authorized the reinstatement of our share repurchase program for up to 2,464,209 shares of our Class A or Class B Common Stock. On August 6, 2019, our Board of Directors reaffirmed our share repurchase program, but also provided that the aggregate dollar amount of shares of our common stock that may be repurchased under the share repurchase program between August 6, 2019 and August 6, 2020 may not exceed $25.0 million and added a limit of no more than $6.25 million in repurchases per quarter. The repurchases may be made in the open market or through privately negotiated transactions, from time-to-time, and in accordance with applicable laws, rules and regulations. The share repurchase program may be amended, suspended or discontinued at any time and does not commit us to repurchase any shares of our common stock. We have funded, and intend to continue to fund, the share repurchase program from cash on hand. The actual number and value of the shares to be purchased will depend on the performance of our stock price, market volume and other market conditions. During the six months ended June 30, 2020, we paid $1.8 million to repurchase 126,764 shares of Class B Common Stock under the share repurchase program.
For several years, our investment philosophy has emphasized the purchase of short-term bonds with high quality and liquidity. If there was a hypothetical increase in interest rates of 100 basis points, the price of our fixed income portfolio, including cash, at June 30, 2020 would be expected to fall by approximately 2.4%. The credit quality of our fixed income securities remains high with a weighted average rating of AA-, including cash. The average contractual life of our fixed income and short-term investment portfolio was 7.0 years and 6.9 years at June 30, 2020 and December 31, 2019. The average duration of our fixed income portfolio remains shorter than the average duration of our liabilities. We also remain an active participant in the equity securities markets, using capital in excess of amounts considered necessary to fund our current operations. The long-term horizon for our equity investments allows us to invest in positions where ultimate value, and not short-term market fluctuation, is the primary focus. Investments made by our domestic property/casualty Insurance Subsidiaries are regulated by guidelines promulgated by the National Association of Insurance Commissioners (the "NAIC"), which are designed to provide protection for both policyholders and shareholders.
- 22 -
Net cash from operations was $11.7 million during the six months ended June 30, 2020 compared to $38.4 million for the six months ended June 30, 2019. The decrease in operating cash flows during the six months ended June 30, 2020 reflected lower premium volume and higher claim payments when compared to the same period of 2019. Net cash from operations for the six months ended June 30, 2019 benefited from the impact of growth in premiums and the timing of related claims payments. Additionally, for the six months ended June 30, 2020, loss reserve increases were lower when compared to the same period in 2019 due to lower premium writings and an increase in losses paid.
Net cash provided by investing activities was $22.2 million for the six months ended June 30, 2020 compared to cash used in investing activities of $103.2 million for the six months ended June 30, 2019. The $125.4 million change was primarily due to a decrease in the investment of cash and cash equivalent investments into fixed income securities and an increase in net proceeds from maturities and sales of fixed income and equity securities, partially offset by $5.6 million less in limited partnership distributions, during the six months ended June 30, 2020 when compared to the same period in 2019.
Net cash used in financing activities for the six months ended June 30, 2020 consisted of regular cash dividend payments to shareholders of $2.9 million ($0.20 per share) and $1.8 million to repurchase shares of our Class B Common Stock. Financing activities for the six months ended June 30, 2019 consisted of regular cash dividend payments to shareholders of $3.0 million ($0.20 per share) and $6.5 million to repurchase shares of our Class A and B Common Stock.
Our assets at June 30, 2020 included $94.0 million of investments included within cash and cash equivalents on the condensed consolidated balance sheet that are readily convertible to cash without market penalty and an additional $96.5 million of fixed income investments maturing in less than one year. We believe these liquid investments, plus the expected cash flow from premium collections, are sufficient to provide for projected claim payments and operating cost demands. In the event competitive conditions produce inadequate premium rates and we choose to further restrict volume or our premiums are further restricted due to market conditions, including related to the impact of COVID-19, we believe the liquidity of our investment portfolio would permit us to continue to pay claims as settlements are reached without requiring the disposal of investments at a loss, regardless of interest rates in effect at the time. In addition, our reinsurance program is structured to avoid significant cash outlays that accompany large losses.
We maintain a revolving credit facility with a $40.0 million limit, with the option for up to an additional $35.0 million in incremental loans at the discretion of the lenders, which has an expiration date of August 9, 2022. Interest on this revolving credit facility is referenced to the London Interbank Offered Rate and can be fixed for periods of up to one year at our option. Outstanding drawings on this revolving credit facility were $20.0 million as of June 30, 2020. At June 30, 2020, the effective interest rate was 1.29% and we had $20.0 million remaining under the revolving credit facility. The current outstanding borrowings were used to repay our previous line of credit. Our revolving credit facility has two financial covenants, each of which were met as of June 30, 2020. These covenants require us to have a minimum U.S. generally accepted accounting principles ("GAAP") net worth and a maximum consolidated debt to equity ratio of 0.35.
Annualized net premiums written by our Insurance Subsidiaries for the second quarter of 2020 equaled approximately 117% of the combined statutory surplus of these subsidiaries. According to the NAIC, acceptable ranges for the ratio of net premiums written to statutory surplus include results of up to 300%. This ratio is designed to measure our ability to absorb above-average losses and our financial strength. Additionally, the statutory capital of each of our Insurance Subsidiaries substantially exceeded minimum risk-based capital requirements set by the NAIC as of June 30, 2020. As a result, we have the ability to increase our business without seeking additional capital to meet regulatory guidelines.
Consolidated shareholders' equity is composed largely of GAAP shareholders' equity of our Insurance Subsidiaries. As such, there are statutory restrictions on the transfer of substantial portions of this equity to Protective. At June 30, 2020, $56.9 million may be transferred by dividend or loan to Protective during the remainder of 2020 without approval by, or prior notification to, regulatory authorities. An additional $150.3 million of shareholders' equity of our Insurance Subsidiaries could be advanced or loaned to Protective with prior notification to, and approval from, regulatory authorities, although transfers of this size would not be practical. We believe these restrictions pose no material liquidity concerns for us. We also believe the financial strength and stability of our Insurance Subsidiaries would permit access by Protective to short-term and long-term sources of credit when needed. Protective had cash and marketable securities valued at $18.3 million at June 30, 2020.
- 23 -
Non-GAAP Measures
We believe investors’ understanding of our performance is enhanced by our disclosure of underwriting income (loss), which is a measure that is not calculated in accordance with GAAP. Underwriting income (loss) represents the pre-tax profitability or loss of our insurance operations and is derived by subtracting net realized and unrealized gains (losses) on investments and net investment income from income (loss) before federal income tax expense (benefit). For the three and six months ended June 30, 2020, we also excluded corporate charges incurred in conjunction with the Board's review of the Contingent Sale Agreement and activities of the Special Committee discussed above from the calculation of underwriting income (loss). We believe the exclusion of these corporate charges more accurately reflects our operational results. We use underwriting income (loss) as an internal performance measure in the management of our operations because we believe it gives us and users of our financial information useful insight into our results of operations, our underlying business performance and our ongoing operating trends. Underwriting income (loss) should not be viewed as a substitute for income (loss) before federal income tax expense (benefit) calculated in accordance with GAAP, and other companies may define underwriting income (loss) differently.
The ratio of consolidated other operating expenses, less commissions and other income, to net premiums earned, or our expense ratio, and the ratio of losses and loss expenses incurred, plus other operating expenses, less commissions and other income, to net premiums earned, or our combined ratio, are measures of our profitability that we believe increase the period-to-period comparability of our operational results. For the three and six months ended June 30, 2020, we also excluded the corporate charges discussed above from other operating expenses when calculating our expense ratio and our combined ratio, as these ratios are intended to depict our underlying business performance and ongoing operating trends. We also believe the exclusion of these charges improves the comparability of our expense and combined ratio with our ratios in prior years. Our management uses these ratios to evaluate performance, allocate resources and forecast future operating periods. While expense ratios and combined ratios are widely used within our industry, our use of such ratios may not be directly comparable to similarly titled measures reported by other companies.
Three Months Ended |
Six Months Ended |
|||||||||||||||
June 30 |
June 30 |
|||||||||||||||
(dollars in thousands) |
2020 |
2019 |
2020 |
2019 |
||||||||||||
Income (loss) before federal income tax expense (benefit) |
$ |
14,207 |
$ |
1,950 |
$ |
(10,932 |
) |
$ |
5,464 |
|||||||
Less: Net realized and unrealized gains (losses) on investments |
10,615 |
2,889 |
(17,141 |
) |
8,916 |
|||||||||||
Less: Net investment income |
6,379 |
6,500 |
13,616 |
12,732 |
||||||||||||
Less: Corporate charges included in other operating expenses 1 |
(1,700 |
) |
- |
(1,700 |
) |
- |
||||||||||
Underwriting loss |
$ |
(1,087 |
) |
$ |
(7,439 |
) |
$ |
(5,707 |
) |
$ |
(16,184 |
) |
||||
Other operating expenses |
34,198 |
34,615 |
68,307 |
68,316 |
||||||||||||
Less: Corporate charges 1 |
1,700 |
- |
1,700 |
- |
||||||||||||
Other operating expenses, excluding corporate charges |
32,498 |
34,615 |
66,607 |
68,316 |
||||||||||||
Ratios |
||||||||||||||||
Losses and loss expenses incurred |
$ |
68,208 |
$ |
90,433 |
$ |
150,040 |
$ |
177,555 |
||||||||
Net premiums earned |
97,730 |
115,631 |
207,389 |
225,644 |
||||||||||||
Loss ratio |
69.8 |
% |
78.2 |
% |
72.3 |
% |
78.7 |
% |
||||||||
Other operating expenses |
$ |
34,198 |
$ |
34,615 |
$ |
68,307 |
$ |
68,316 |
||||||||
Less: Commissions and other income |
1,889 |
1,978 |
3,551 |
4,043 |
||||||||||||
Other operating expenses, less commissions and other income |
32,309 |
32,637 |
64,756 |
64,273 |
||||||||||||
Net premiums earned |
97,730 |
115,631 |
207,389 |
225,644 |
||||||||||||
Expense ratio |
33.0 |
% |
28.2 |
% |
31.2 |
% |
28.5 |
% |
||||||||
Impact of corporate charges |
(1.7 |
)% |
- |
(0.8 |
)% |
- |
||||||||||
Expense ratio, excluding corporate charges |
31.3 |
% |
28.2 |
% |
30.4 |
% |
28.5 |
% |
||||||||
Combined ratio |
102.8 |
% |
106.4 |
% |
103.5 |
% |
107.2 |
% |
||||||||
Combined ratio, excluding corporate charges |
101.1 |
% |
106.4 |
% |
102.7 |
% |
107.2 |
% |
||||||||
1 Represents the corporate charges incurred in conjunction with the Board's review of the Contingent Sale Agreement and activities of the Special Committee discussed above.
- 24 -
Results of Operations
Comparison of Second Quarter 2020 to Second Quarter 2019 (in thousands)
2020 |
2019 |
Change |
% Change |
|||||||||||||
Gross premiums written |
$ |
115,449 |
$ |
147,152 |
$ |
(31,703 |
) |
(21.5 |
)% |
|||||||
Ceded premiums written |
(26,170 |
) |
(31,457 |
) |
5,287 |
(16.8 |
)% |
|||||||||
Net premiums written |
$ |
89,279 |
$ |
115,695 |
$ |
(26,416 |
) |
(22.8 |
)% |
|||||||
Net premiums earned |
$ |
97,730 |
$ |
115,631 |
$ |
(17,901 |
) |
(15.5 |
)% |
|||||||
Net investment income |
6,379 |
6,500 |
(121 |
) |
(1.9 |
)% |
||||||||||
Commissions and other income |
1,889 |
1,978 |
(89 |
) |
(4.5 |
)% |
||||||||||
Net realized and unrealized gains on investments |
10,615 |
2,889 |
7,726 |
267.4 |
% |
|||||||||||
Total revenue |
116,613 |
126,998 |
||||||||||||||
Losses and loss expenses incurred |
68,208 |
90,433 |
(22,225 |
) |
(24.6 |
)% |
||||||||||
Other operating expenses |
34,198 |
34,615 |
(417 |
) |
(1.2 |
)% |
||||||||||
Total expenses |
102,406 |
125,048 |
||||||||||||||
Income before federal income tax expense |
14,207 |
1,950 |
12,257 |
|||||||||||||
Federal income tax expense |
2,840 |
415 |
2,425 |
|||||||||||||
Net income |
$ |
11,367 |
$ |
1,535 |
$ |
9,832 |
||||||||||
Gross premiums written during the second quarter of 2020 decreased $31.7 million (21.5%), while net premiums earned decreased $17.9 million (15.5%), as compared to the second quarter of 2019. The lower net premiums earned in the second quarter of 2020 were primarily the result of declines in premiums within our commercial automobile products, specifically public transportation, as a result of COVID-19 due to a reduction in miles driven, which are the basis for premiums we receive, as well as an overall reduction in public transportation units insured. Additionally, we had reduced premiums associated with lower retention rates as we continue to take actions to improve profitability, including rate increases and non-renewal of certain risks. These decreases were partially offset by rate increases and new business policies sold. The difference in the percentage change for premiums written compared to earned was reflective of the normal differences in the financial statement recognition of earned premiums compared to written, as well as differences in reinsurance ceding rates on the mix of business in-force.
Premiums ceded to reinsurers on our insurance business averaged 22.7% of gross premiums written for the second quarter of 2020 compared to 21.4% in the second quarter of 2019. The increase in the percentage of premiums ceded was primarily due to an increase in facultative reinsurance placements during the quarter as a percentage of our direct premiums written for public transportation.
Losses and loss expenses incurred during the second quarter of 2020 decreased $22.2 million (24.6%) compared to the second quarter of 2019, resulting in a loss ratio of 69.8% during the second quarter of 2020 compared to a loss ratio of 78.2% during the second quarter of 2019. The loss ratio is calculated as the percentage of losses and loss expenses incurred to net premiums earned. The lower losses and loss expenses and lower loss ratio in the second quarter of 2020 reflected results of our underwriting actions, including non-renewal of unprofitable business as well as significant rate increases in commercial automobile. Additionally, losses and loss expenses incurred reflected favorable impacts from COVID-19 within all commercial automobile products as a result of declines in accident frequency due to lower traffic density.
Net investment income for the second quarter of 2020 decreased 1.9% to $6.4 million compared to $6.5 million for the second quarter of 2019. The decrease reflected lower interest rates earned on cash and cash equivalent balances in the current period, partially offset by an increase in average funds invested compared to the second quarter of 2019.
Net realized and unrealized gains on investments of $10.6 million during the second quarter of 2020 were primarily driven by $15.7 million in unrealized gains on equity securities during the period as a result of the improvement in the global financial markets following sharp declines related to COVID-19 during the first quarter of 2020. These gains were partially offset by $4.1 million in net realized losses on sales of securities, excluding impairment losses, a $0.6 million decrease in the value of our limited partnership investments and impairments on our fixed income securities of $0.4 million recognized during the period. Comparative second quarter 2019 net realized and unrealized gains on investments of $2.9 million were primarily driven by $2.0 million in unrealized gains on equity securities, net realized gains on sales of securities, excluding impairment losses, of $0.7 million and a $0.3 million increase in the value of our limited partnership investments, partially offset by impairments on our fixed income securities of $0.1 million recognized during the period. Realized investment gains and losses result from decisions regarding overall portfolio realignment as well as the sale of individual securities, including the change in the aggregate value of limited partnerships and, as such, should not be expected to be consistent from period to period.
- 25 -
Other operating expenses for the second quarter of 2020 decreased $0.4 million, or 1.2%, to $34.2 million compared to the second quarter of 2019. The decrease was driven primarily by lower commission expenses as a result of the mix of premium written during the second quarter of 2020, partially offset by $1.7 million of corporate charges paid during the second quarter of 2020 to third party advisors of a special committee of the board of directors in connection with the special committee's review of the Contingent Sale Agreement, as well as other strategic alternatives as discussed above. The expense ratio was 33.0% during the second quarter of 2020, or 31.3% excluding the corporate charges discussed above, compared to 28.2% for the second quarter of 2019. The increase in the expense ratio was primarily related to the decrease in net premiums earned during the period.
Federal income tax expense was $2.8 million for the second quarter of 2020 compared to $0.4 million for the second quarter of 2019. The effective tax rate on consolidated income for the second quarter of 2020 was 20.0% compared to 21.3% in the second quarter of 2019. The difference in the effective federal income tax rate from the normal statutory rate was primarily related to the effects of tax-exempt investment income and the dividends received deduction. The effective tax rate can fluctuate throughout the year because estimates used in the quarterly tax provision are updated as more information becomes available throughout the year.
As a result of the factors mentioned above, net income increased $9.8 million to $11.4 million during the second quarter of 2020 compared to net income of $1.5 million during the second quarter of 2019.
Comparison of Six Months Ended June 30, 2020 to Six Months Ended June 30, 2019 (in thousands)
2020 |
2019 |
Change |
% Change |
|||||||||||||
Gross premiums written |
$ |
249,455 |
$ |
296,045 |
$ |
(46,590 |
) |
(15.7 |
)% |
|||||||
Ceded premiums written |
(50,942 |
) |
(65,028 |
) |
14,086 |
(21.7 |
)% |
|||||||||
Net premiums written |
$ |
198,513 |
$ |
231,017 |
$ |
(32,504 |
) |
(14.1 |
)% |
|||||||
Net premiums earned |
$ |
207,389 |
$ |
225,644 |
$ |
(18,255 |
) |
(8.1 |
)% |
|||||||
Net investment income |
13,616 |
12,732 |
884 |
6.9 |
% |
|||||||||||
Commissions and other income |
3,551 |
4,043 |
(492 |
) |
(12.2 |
)% |
||||||||||
Net realized and unrealized gains (losses) on investments |
(17,141 |
) |
8,916 |
(26,057 |
) |
(292.2 |
)% |
|||||||||
Total revenue |
207,415 |
251,335 |
||||||||||||||
Losses and loss expenses incurred |
150,040 |
177,555 |
(27,515 |
) |
(15.5 |
)% |
||||||||||
Other operating expenses |
68,307 |
68,316 |
(9 |
) |
0.0 |
% |
||||||||||
Total expenses |
218,347 |
245,871 |
||||||||||||||
Income (loss) before federal income tax expense (benefit) |
(10,932 |
) |
5,464 |
(16,396 |
) |
|||||||||||
Federal income tax expense (benefit) |
(143 |
) |
1,181 |
(1,324 |
) |
|||||||||||
Net income (loss) |
$ |
(10,789 |
) |
$ |
4,283 |
$ |
(15,072 |
) |
||||||||
Gross premiums written during the six months ended June 30, 2020 decreased $46.6 million (15.7%), while net premiums earned decreased $18.3 million (8.1%), as compared to the same period in 2019. The lower net premiums earned in 2020 were primarily the result of declines in premiums within our commercial automobile products, specifically public transportation, as a result of COVID-19 due to a reduction in miles driven, which are the basis for premiums we receive, as well as an overall reduction in public transportation units insured. Additionally, we had reduced premiums associated with lower retention rates as we continue to take actions to improve profitability, including rate increases and non-renewal of certain risks. These decreases were partially offset by rate increases and new business policies sold. The difference in the percentage change for premiums written compared to earned was reflective of the normal differences in the financial statement recognition of earned premiums compared to written, as well as differences in reinsurance ceding rates on the mix of business in-force.
Premiums ceded to reinsurers on our insurance business averaged 20.4% of gross premiums written for the six months ended June 30, 2020 compared to 22.0% for the same period of 2019. The decrease in premiums ceded was primarily due to a mix shift toward more commercial automobile business (specifically Independent Contractor lines that carry no reinsurance coverage) and less workers' compensation business.
Losses and loss expenses incurred during the six months ended June 30, 2020 decreased $27.5 million (15.5%) compared to the same period of 2019, resulting in a loss ratio of 72.3% during the period. This compares to a loss ratio of 78.7% during the same period of 2019. The loss ratio is calculated as the percentage of losses and loss expenses incurred to net premiums earned. The lower losses and loss expenses and lower loss ratio for the six months ended June 30, 2020 reflected results of our underwriting actions, including non-renewal of unprofitable business as well as significant rate increases in commercial automobile. Additionally, losses and loss expenses incurred reflected favorable impacts from COVID-19 within all commercial automobile products as a result of declines in accident frequency due to lower traffic density.
- 26 -
Net investment income for the six months ended June 30, 2020 increased 6.9% to $13.6 million compared to $12.7 million for the same period of 2019. The increase reflected an increase in average funds invested resulting from positive cash flow, as well as the continued reallocation from equity investments in limited partnerships and cash and cash equivalent investments into short-duration, high-quality bonds, partially offset by lower interest rates earned on cash and cash equivalent balances in the current period.
Net realized and unrealized losses on investments of $17.1 million during the six months ended June 30, 2020 were primarily driven by $8.9 million in net realized losses on sales of securities, excluding impairment losses, $6.5 million in unrealized losses on equity securities, which were largely attributable to disruptions in the global financial markets related to COVID-19, and a $1.3 million decrease in the value of our limited partnership investments. Comparative six months ended June 30, 2019 net realized and unrealized gains on investments of $8.9 million were primarily driven by $7.9 million in unrealized gains on equity securities during the period, a $0.7 million increase in the value of our limited partnership investments and net realized gains on sales of securities, excluding impairment losses, of $0.6 million, partially offset by impairments on our fixed income securities of $0.3 million recognized during the period. Realized investment gains and losses result from decisions regarding overall portfolio realignment as well as the sale of individual securities, including the change in the aggregate value of limited partnerships and, as such, should not be expected to be consistent from period to period.
Other operating expenses for the six months ended June 30, 2020 were flat at $68.3 million compared to the same period of 2019. The $1.7 million of corporate charges paid in the second quarter of 2020 to third party advisors of a special committee of the board of directors were offset by lower salary and benefit expense and commission expense. The expense ratio was 31.2% during the six months ended June 30, 2020, or 30.4% excluding the corporate charges discussed above, compared to 28.5% for the same period of 2019. The increase in the expense ratio was primarily related to the decrease in net premiums earned during the period.
Federal income tax benefit was $0.1 million for the six months ended June 30, 2020 compared to federal income tax expense of $1.2 million for the same period of 2019. The effective tax rate on consolidated loss for the six months ended June 30, 2020 was a 1.3% tax benefit compared to a 21.6% tax expense on consolidated income in the same period of 2019. The pre-tax loss for the six months ended June 30, 2020 makes these interim period effective tax rates less comparable year-over-year. The difference in the effective federal income tax rate from the normal statutory rate was primarily related to the recording of a valuation allowance in the current period on our deferred tax assets, in addition to the effects of tax-exempt investment income and the dividends received deduction. In assessing the valuation of deferred tax assets, we considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income or availability to carryback the losses to taxable income during the period in which those temporary differences become deductible. We considered several factors when analyzing the need for a valuation allowance, including our current three year cumulative loss through June 30, 2020, the increase in deferred tax assets due to the adoption of CECL at January 1, 2020 discussed above, the change in unrealized gains and losses and the loss of a high taxable income year from the carryback period. The three year cumulative loss limits our ability to use projected income beyond 2020 in the analysis. Based on this analysis, we concluded that a valuation allowance was necessary for our deferred tax assets not supported by either carryback availability or future reversals of existing taxable temporary differences. Our valuation allowance was $2.4 million as of June 30, 2020, of which $2.2 million was recorded in the condensed consolidated statement of operations for the six months ended June 30, 2020 and the balance was recorded in shareholders' equity within accumulated other comprehensive income as of June 30, 2020. This represented a $2.5 million reduction to the valuation allowance of $4.9 million recorded for the three months ended March 31, 2020. The effective tax rate can fluctuate throughout the year because estimates used in the quarterly tax provision are updated as more information becomes available throughout the year.
As a result of the factors mentioned above, net income decreased $15.1 million to a loss of $10.8 million during the six months ended June 30, 2020 compared to net income of $4.3 million during the same period of 2019.
Sensitivity Analysis
Management is aware of the potential for variation from the reserves established at any particular point in time. Savings or deficiencies could develop in future valuations of the currently established loss and loss expense reserve estimates under a variety of reasonably possible scenarios. The majority of our reserves for losses and loss expenses, on a net of reinsurance basis, relate to our commercial automobile products. Perhaps the most significant example of sensitivity to variation in the key assumptions is the loss ratio selection for our commercial automobile products for policies subject to certain major reinsurance treaties.
Commercial automobile products covered by our reinsurance treaties from July 2013 through June 2019 are subject to an unlimited aggregate stop-loss provision. Currently each of these treaty years is reserved at or above the attachment level of these treaties. For every $100 of additional loss, we are only responsible for our $25 retention.
- 27 -
Commercial automobile products covered by our reinsurance treaty from July 2019 through June 2020 are also subject to an unlimited aggregate stop-loss provision. Once the aggregate stop-loss level is reached, for every $100 of additional loss, we are responsible for our $65 retention. This increase in our retention compared to recent years reflects the combination of (1) a decreased need for stop-loss reinsurance protection resulting from a significant decrease in our commercial automobile subject limits profile, (2) a higher cost for this cover and (3) our confidence in profitability improvements given the limit reductions and rate increases on our commercial automobile products.
Forward-Looking Information
The disclosures in this Form 10-Q contain "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995). All statements, trend analyses and other information contained in this Form 10-Q relative to markets for our products and trends in our operations or financial results, as well as other statements including words such as "may," "target," "anticipate," "believe," "plan," "estimate," "expect," "intend," "project," and other similar expressions, constitute forward-looking statements.
Investors are cautioned that such forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from such forward-looking statements, many of which are difficult to predict and generally beyond our control. Investors are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Investors are also urged to carefully review and consider the various disclosures made by us, which attempt to advise interested parties of the factors that affect our business, including "Risk Factors" set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, in Part II, Item 1A of this Quarterly Report on Form 10-Q and in our reports filed with the U.S. Securities and Exchange Commission from time to time. Except to the extent otherwise required by federal securities laws, we do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof.
Factors that could contribute to these differences include, among other things:
| ● | general economic conditions, including continued volatility of the financial markets, prevailing interest rate levels and stock and credit market performance, which may affect or continue to affect (among other things) our ability to sell our products and to collect amounts due to us, our ability to access capital resources and the costs associated with such access to capital and the market value of our investments; |
| ● | the effects of the COVID-19 pandemic and associated government actions on our operating and financial performance; |
| ● | our ability to obtain adequate premium rates and manage our growth strategy; |
| ● | increasing competition in the sale of our insurance products and services resulting from the entrance of new competitors into, or the expansion of the operations of existing competitors in, our markets and our ability to retain existing customers; |
| ● | other changes in the markets for our insurance products; |
| ● | the impact of technological advances, including those specific to the transportation industry; |
| ● | changes in the legal or regulatory environment, which may affect the manner in which claims are adjusted or litigated, including loss and loss adjustment expense; |
| ● | legal or regulatory changes or actions, including those relating to the regulation of the sale, underwriting and pricing of insurance products and services and capital requirements; |
| ● | the impact of a downgrade in our financial strength rating; |
| ● | technology or network security disruptions or breaches; |
| ● | adequacy of insurance reserves; |
| ● | availability of reinsurance and ability of reinsurers to pay their obligations; |
| ● | our ability to attract and retain qualified employees; |
| ● | tax law and accounting changes; and |
| ● | legal actions brought against us. |
- 28 -
Some of the significant risks and uncertainties that could cause actual results to differ materially from our expectations and projections are described more fully in Part II, Item 1A, "Risk Factors," of this Quarterly Report on Form 10-Q and of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and in Part I, Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. You should read that information in conjunction with this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our unaudited condensed consolidated financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Critical Accounting Policies
A summary of our significant accounting policies that we consider to be the most dependent on the application of estimates and assumptions can be found in the Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2019. Changes in 2020 to our significant accounting policies, which are dependent upon estimates and assumptions, include the adoption of new accounting guidance for the recognition of credit losses. For discussion of the new guidance and the related changes to our accounting policy, see "Accounting Policies" within Note 1 - Summary of Significant Accounting Policies in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Concentrations of Credit Risk
Our Insurance Subsidiaries cede portions of their gross premiums to numerous reinsurers under quota share and excess of loss treaties, as well as facultative placements. These reinsurers assume commensurate portions of the risk of loss covered by the contracts. As losses are reported and reserved, portions of the gross losses attributable to reinsurers are established as receivable assets and losses incurred are reduced. At June 30, 2020, amounts due from reinsurers on paid and unpaid losses were estimated to total approximately $405 million. Because of the large policy limits reinsured by us, the ultimate amount of incurred but not reported losses and loss adjustment expenses attributable to reinsurers could vary significantly from this estimate; provided, however, absent the inability to collect from reinsurers, such variance would not result in changes in net claim losses incurred by us.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
- 29 -
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Other than as set forth below, there have been no material changes in the Company's exposure to market risk since the disclosure in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
Interest Rate Risk
We are exposed to interest rate risk on our fixed income investments. Given the anticipated duration of our liabilities (principally insurance loss and loss expense reserves) relative to investment maturities, a 100 to 200 basis point increase in interest rates would not have a material impact on our ability to conduct daily operations or to meet our obligations and could result in higher investment income in a relatively short period of time, as short-term investments and maturing bonds could be reinvested in higher yielding securities.
The table below summarizes our interest rate risk by illustrating the sensitivity of the fair value of our fixed income investments as of June 30, 2020 to selected hypothetical changes in interest rates (dollars in thousands).
Fair Value |
Estimated Change in Fair Value |
|||||||
200 basis point increase |
$ |
766,148 |
$ |
(45,853 |
) |
|||
100 basis point increase |
789,074 |
(22,927 |
) |
|||||
Current fair value |
812,001 |
– |
||||||
100 basis point decrease |
834,928 |
22,927 |
||||||
200 basis point decrease |
857,854 |
45,853 |
||||||
Our selection of the range of values chosen to represent changes in interest rates should not be construed as our prediction of future market events, but rather as an illustration of the impact of such events should they occur. Several other factors, including but not limited to the financial strength of the issuer, prepayment options, relative values of alternative investments, liquidity of the investment, currency fluctuations for non-U.S. debt holdings and other general market conditions, can impact the fair values of fixed income investments and, therefore, significant variations in market interest rates could produce quite different results from the hypothetical estimates presented above.
ITEM 4. CONTROLS AND PROCEDURES
The Company carried out an evaluation as of June 30, 2020 under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Rule 13a-15(e) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the "Exchange Act". Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded the disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that the Company files or submits under the Exchange Act is: (a) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms; and (b) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. The Company noted no change in its internal control over financial reporting that occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
- 30 -
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information required with respect to this item can be found in Note 10 - Litigation, Commitments and Contingencies of Notes to Unaudited Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q and is incorporated by reference into this Part II, Item 1.
ITEM 1A. RISK FACTORS
In addition to the information set forth in this Quarterly Report on Form 10-Q and before deciding to invest in, or retain, shares of the Company's common stock, you should carefully review and consider the information contained in the Company's other reports and periodic filings that it makes with the Securities and Exchange Commission, including, without limitation, the information contained under the caption Part I, Item 1A, "Risk Factors" in its Annual Report on Form 10-K for the year ended December 31, 2019. Those risk factors could materially affect the Company's business, financial condition and results of operations. There have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, other than as described below.
The following risk factor included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 has been updated as follows:
The impact of COVID-19 and related risks could continue to materially affect our results of operations, financial position and/or liquidity.
Beginning in March 2020, the global pandemic related to the novel coronavirus COVID-19 and related economic conditions began to impact the global economy and our results of operations. A discussion of the impact of the COVID-19 pandemic on our business to date can be found in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report on Form 10-Q. Because of the size and breadth of this pandemic, all of the direct and indirect consequences of COVID-19 are not yet known and may not emerge for some time. Risks presented by the ongoing effects of COVID-19 include the following:
• |
Net premiums earned. We expect the impact of COVID-19 on general economic activity will continue to negatively impact our premium volumes. We did not experience a material effect in the first quarter of 2020, but saw a more significant impact in the second quarter of 2020 based primarily on the reduction in miles driven by commercial automobile insureds, which are the basis of premiums we receive, specifically public transportation where we saw a reduction in units insured. This impact could further persist for the remainder of 2020 and beyond, but the degree of the impact will depend on the extent and duration of the economic contraction. |
• |
Loss and loss expenses incurred. We have seen a favorable impact on our loss and loss expenses incurred in commercial automobile during the first six months of 2020 as a result of declines in accident frequency due to lower traffic density, but in the future we may incur higher claim and claim adjustment expenses in certain lines of business as a result of COVID-19 due to increases in frequency and/or severity of claims. For example, we may experience elevated frequency and severity in our workers’ compensation lines related to compensable claims by workers who demonstrate that the injury or illness arose both out of and in the course of their employment. We may also experience elevated frequency and severity in our liability coverages as a result of plaintiffs’ lawyers seeking to generate COVID-19-related claim activity against our insureds. Additionally, the anticipated and unknown risks related to COVID-19 may cause additional uncertainty in the process of estimating claims and claim adjustment expense reserves. For example, the behavior of claimants and policyholders may change in unexpected ways, the disruption to the court system may impact the timing and amounts of claims settlements and the actions taken by governmental bodies, both legislative and regulatory, in reaction to COVID-19 and their related impacts are hard to predict. As a result, our estimated level of claims and claim adjustment expense reserves may change. We are also subject to credit risk in our insurance operations, which may be exacerbated in times of economic distress. |
- 31 -
• |
Investments. The volatility in the global financial markets related to COVID-19 has contributed to net realized and unrealized investment losses, primarily due to the impact of changes in fair value on our equity and fixed income investments. Our corporate fixed income portfolio may be further adversely impacted by ratings downgrades, increased bankruptcies and credit spread widening in distressed industries, such as energy, gaming, lodging and leisure, autos, airlines and retail. Our money market investments were impacted by lower interest rates and may continue to be impacted by these lower rates. Our investment portfolio also includes commercial mortgage-backed securities, which could be adversely impacted by declines in real estate valuations and/or financial market disruption. Further volatility in the global financial markets due to the continuing impact of COVID-19 could result in future net realized and unrealized investment losses, including potential impairments in our fixed income portfolio. In addition, declines in fixed income yields would result in decreases in net investment income from future investment activity, including re-investments. |
• |
Liquidity. Collection of premiums, deductibles or self-insured retentions from our policyholders and reinsurance recoverables from our reinsurers may become increasingly difficult. At the state level, insurance departments throughout the country have issued bulletins and regulations urging or requiring insurers to extend grace periods for the payment of policy premiums and to refrain from canceling or non-renewing policies for the non-payment of policy premiums for policyholders adversely affected by COVID-19. It is uncertain what impact these government mandates may have on our ability to recover unpaid premiums on the affected policies or what our obligations may be for the payment of claims made under policies for which we have not received premium payments. |
• |
Adverse Legislative and/or Regulatory Action. Federal, state and local government actions to address and contain the impact of COVID-19 may adversely affect us. A number of states have instituted, and other states are considering instituting, changes designed to effectively expand workers' compensation coverage by creating presumptions of compensability of claims for certain types of workers. Regulatory restrictions or requirements could also impact pricing, risk selection and our rights and obligations with respect to our policies and insureds, including our ability to cancel policies or our right to collect premiums. |
• |
Operational Disruptions and Heightened Cybersecurity Risks. Our operations could be disrupted if key members of our senior management or a significant percentage of our workforce or the workforce of our agents, brokers, suppliers or outsourcing providers are unable to continue to work because of illness, government directives or otherwise. In addition, the interruption of our or their system capabilities could result in a deterioration of our ability to write and process new and renewal business, provide customer service, pay claims in a timely manner or perform other necessary business functions. Having shifted to primarily remote working arrangements, we also face a heightened risk of cybersecurity attacks or data security incidents and are more dependent on internet and telecommunications access and capabilities. We have not experienced any operational interruptions or cybersecurity disruptions during this time. |
- 32 -
ITEM 5. OTHER INFORMATION
On August 3, 2020, Protective Insurance Corporation (the "Company") entered into an amendment (the “Amendment”) to the Employment Agreement, dated as of May 22, 2019, by and between the Company and Jeremy D. Edgecliffe-Johnson (the “Employment Agreement”). Pursuant to the Amendment, if Mr. Edgecliffe-Johnson’s employment is terminated (i) by the Company without Cause in anticipation of a Change in Control (each as defined in the Employment Agreement) to be effectuated within 120 days prior to the termination date, or (ii) by either the Company without Cause or Mr. Edgecliffe-Johnson for Good Reason (as defined in the Employment Agreement) on or before the 24-month anniversary of a Change of Control, Mr. Edgecliffe-Johnson will receive the following benefits:
• |
A cash lump-sum amount equal to two times his annualized base salary; |
• |
An amount equal to his target annual cash incentive award and target equity-based award applicable to the year in which the termination occurs; |
• |
Full vesting for any unvested restricted stock, restricted stock unit award, or any other award granted under the Company’s Long-Term Incentive Plan; |
• |
The cash payment of any annual, long-term or other incentive award earned in respect to the performance period ending prior to the termination date and payable (but not yet paid) on or prior to the termination date; and |
• |
A reimbursement of the premiums associated with the continuation of Mr. Edgecliffe-Johnson’s medical, dental and vision benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for a period equal to the earliest of (a) 12 months following the termination date, (b) the date Mr. Edgecliffe-Johnson first becomes eligible to receive health benefits under another employer-provided plan or (c) the date he is no longer eligible for continuation benefits under COBRA. |
The other terms of the Employment Agreement were not amended by the Amendment. The foregoing summary of the Amendment is qualified by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
- 33 -
ITEM 6. EXHIBITS
INDEX TO EXHIBITS
Exhibit No. |
Description |
|
Amended and Restated Articles of Incorporation of Protective Insurance Corporation, incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed August 8, 2018. |
||
Code of By-Laws of Protective Insurance Corporation, as amended through May 14, 2020, incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 14, 2020. |
||
Amendment to the Employment Agreement, effective as of May 22, 2019, by and between Protective Insurance Corporation and Jeremy D. Edgecliffe-Johnson, dated as of August 3, 2020 |
||
Form of Indemnification Agreement, effective May 5, 2020, by and between Protective Insurance Corporation and members of the Company's Board of Directors, dated as of May 5, 2020, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 6, 2020. |
||
Long-Term Incentive Plan Award Agreement, effective July 6, 2020, by and between Protective Insurance Corporation and certain Executives, dated as of July 6, 2020. |
||
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
||
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
||
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
||
101 |
The following materials from Protective Insurance Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (1) the Condensed Consolidated Balance Sheets, (2) the Condensed Consolidated Statements of Operations, (3) the Condensed Consolidated Statements of Comprehensive Income (Loss), (4) the Condensed Consolidated Statements of Shareholders' Equity, (5) the Condensed Consolidated Statements of Cash Flows, and (6) the Notes to Unaudited Condensed Consolidated Financial Statements. |
|
104 |
Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PROTECTIVE INSURANCE CORPORATION
Date August 5, 2020
By: |
/s/ Jeremy D. Edgecliffe-Johnson |
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Jeremy D. Edgecliffe-Johnson |
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Chief Executive Officer |
Date August 5, 2020
By: |
/s/ John R. Barnett |
|
John R. Barnett |
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Chief Financial Officer |
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