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Watchlist
Account
United Fire Group
UFCS
#6064
Rank
$0.95 B
Marketcap
๐บ๐ธ
United States
Country
$37.58
Share price
2.43%
Change (1 day)
30.85%
Change (1 year)
๐ฆ Insurance
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Annual Reports (10-K)
United Fire Group
Quarterly Reports (10-Q)
Financial Year FY2016 Q3
United Fire Group - 10-Q quarterly report FY2016 Q3
Text size:
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2016
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-34257
________________________
UNITED FIRE GROUP, INC.
(Exact name of registrant as specified in its charter)
____________________________
Iowa
45-2302834
(State of Incorporation)
(IRS Employer Identification No.)
118 Second Avenue, S.E., Cedar Rapids, Iowa 52401
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (319) 399-5700
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
R
NO
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES
R
NO
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
R
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
o
NO
R
As of
October 31, 2016
,
25,357,805
shares of common stock were outstanding.
Table of Contents
United Fire Group, Inc.
Index to Quarterly Report on Form 10-Q
September 30, 2016
Page
Forward-Looking Information
1
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015
2
Consolidated Statements of Income and Comprehensive Income (unaudited) for the three- and nine-month periods ended September 30, 2016 and 2015
3
Consolidated Statement of Stockholders’ Equity (unaudited) for the nine-month period ended September 30, 2016
4
Consolidated Statements of Cash Flows (unaudited) for the nine-month periods ended September 30, 2016 and 2015
5
Notes to Unaudited Consolidated Financial Statements
6
Review
Report of Independent Registered Public Accounting Firm
34
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
35
Item 3. Quantitative and Qualitative Disclosures About Market Risk
51
Item 4. Controls and Procedures
51
Part II. Other Information
Item 1. Legal Proceedings
52
Item 1A. Risk Factors
52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
52
Item 3. Defaults Upon Senior Securities
52
Item 4.
Mine Safety Disclosures
52
Item 5. Other Information
52
Item 6. Exhibits
53
Signatur
es
54
Table of Contents
FORWARD-LOOKING INFORMATION
This report may contain forward-looking statements about our operations, anticipated performance and other similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for forward-looking statements. The forward-looking statements are not historical facts and involve risks and uncertainties that could cause actual results to differ from those expected and/or projected. Such forward-looking statements are based on current expectations, estimates, forecasts and projections about United Fire Group, Inc. ("UFG," the "Registrant," the "Company," "we," "us," or "our"), the industry in which we operate, and beliefs and assumptions made by management. Words such as "expect(s)," "anticipate(s)," "intend(s)," "plan(s)," "believe(s)," "continue(s)," "seek(s)," "estimate(s)," "goal(s)," "target(s)," "forecast(s)," "project(s)," "predict(s)," "should," "could," "may," "will continue," "might," "hope," "can" and other words and terms of similar meaning or expression in connection with a discussion of future operations, financial performance or financial condition, are intended to identify forward-looking statements. See Part I, Item 1A "Risk Factors" in our
2015
Annual Report on Form 10-K and Part II, Item 1A "Risk Factors" of this report for more information concerning factors that could cause actual results to differ materially from those in the forward-looking statements.
Risks and uncertainties that may affect the actual financial condition and results of the Company include, but are not limited to, the following:
•
The frequency and severity of claims, including those related to catastrophe losses and the impact those claims have on our loss reserve adequacy; the occurrence of catastrophic events, including international events, significant severe weather conditions, climate change, acts of terrorism, acts of war and pandemics;
•
The adequacy of our reserves for property and casualty insurance losses and loss settlement expenses and our life insurance reserve for future policy benefits;
•
Geographic concentration risk in both property and casualty insurance and life insurance segments;
•
The potential disruption of our operations and reputation due to unauthorized data access, cyber-attacks or cyber-terrorism and other security breaches;
•
Developments in general economic conditions, domestic and global financial markets, interest rates and other-than-temporary impairment losses that could affect the performance of our investment portfolio;
•
Our ability to effectively underwrite and adequately price insured risks;
•
Changes in industry trends, an increase in competition and significant industry developments;
•
Litigation or regulatory actions that could require us to pay significant damages, fines or penalties or change the way we do business;
•
Lowering of one or more of the financial strength ratings of our operating subsidiaries or our issuer credit ratings and the adverse impact such action may have on our premium writings, policy retention, profitability and liquidity;
•
Governmental actions, policies and regulations, including, but not limited to, domestic health care reform, financial services regulatory reform, corporate governance, new laws or regulations or court decisions interpreting existing laws and regulations or policy provisions; laws, regulations and stock exchange requirements relating to corporate governance and the cost of compliance;
•
Our relationship with and the financial strength of our reinsurers; and
•
Competitive, legal, regulatory or tax changes that affect the distribution cost or demand for our products through our independent agent/agency distribution network.
These are representative of the risks, uncertainties, and assumptions that could cause actual outcomes and results to differ materially from what is expressed in forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report or as of the date they are made. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission ("SEC"), we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
1
Table of Contents
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
United Fire Group, Inc.
Consolidated Balance Sheets
(In Thousands, Except Share Data)
September 30,
2016
December 31,
2015
(unaudited)
ASSETS
Investments
Fixed maturities
Held-to-maturity, at amortized cost (fair value $655 in 2016 and $675 in 2015)
$
652
$
672
Available-for-sale, at fair value (amortized cost $2,801,074 in 2016 and $2,793,069 in 2015)
2,916,464
2,824,961
Trading securities, at fair value (amortized cost $11,587 in 2016 and $11,475 in 2015)
13,253
12,622
Equity securities
Available-for-sale, at fair value (cost $67,909 in 2016 and $68,514 in 2015)
251,101
236,247
Trading securities, at fair value (cost $4,410 in 2016 and $4,443 in 2015)
4,645
4,353
Mortgage loans
3,772
3,961
Policy loans
5,300
5,618
Other long-term investments
57,787
54,151
Short-term investments
175
175
3,253,149
3,142,760
Cash and cash equivalents
140,944
106,449
Accrued investment income
27,007
25,136
Premiums receivable (net of allowance for doubtful accounts of $1,248 in 2016 and $867 in 2015)
331,242
276,517
Deferred policy acquisition costs
157,238
168,264
Property and equipment
(primarily land and buildings, at cost, less accumulated depreciation of $50,043 in 2016 and $46,590 in 2015)
54,994
53,241
Reinsurance receivables and recoverables
87,159
73,527
Prepaid reinsurance premiums
4,002
3,790
Income taxes receivable
11,732
—
Goodwill and intangible assets
24,932
25,509
Other assets
14,638
15,183
TOTAL ASSETS
$
4,107,037
$
3,890,376
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Future policy benefits and losses, claims and loss settlement expenses
Property and casualty insurance
$
1,090,167
$
1,003,895
Life insurance
1,355,639
1,372,358
Unearned premiums
468,745
415,057
Accrued expenses and other liabilities
189,519
200,599
Income taxes payable
—
4,917
Deferred income taxes
43,787
14,653
TOTAL LIABILITIES
$
3,147,857
$
3,011,479
Stockholders’ Equity
Common stock, $0.001 par value; authorized 75,000,000 shares; 25,357,605 and 25,151,428 shares issued and outstanding in 2016 and 2015, respectively
$
25
$
25
Additional paid-in capital
213,957
207,426
Retained earnings
610,672
591,009
Accumulated other comprehensive income, net of tax
134,526
80,437
TOTAL STOCKHOLDERS’ EQUITY
$
959,180
$
878,897
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
4,107,037
$
3,890,376
The Notes to unaudited Consolidated Financial Statements are an integral part of these statements.
2
Table of Contents
United Fire Group, Inc.
Consolidated Statements of Income and Comprehensive Income (Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
(In Thousands, Except Share Data)
2016
2015
2016
2015
Revenues
Net premiums earned
$
260,069
$
239,421
$
754,854
$
681,817
Investment income, net of investment expenses
26,690
24,050
73,421
74,205
Net realized investment gains (includes reclassifications for net unrealized investment gains on available-for-sale securities of $2,320 and $4,666 in 2016 and $1,825 and $4,715 in 2015; previously included in accumulated other comprehensive income)
2,590
966
6,241
2,622
Other income
145
123
436
318
Total revenues
$
289,494
$
264,560
$
834,952
$
758,962
Benefits, Losses and Expenses
Losses and loss settlement expenses
$
176,555
$
144,526
$
499,095
$
421,297
Increase in liability for future policy benefits
14,091
12,784
42,645
32,503
Amortization of deferred policy acquisition costs
54,116
48,697
156,932
135,526
Other underwriting expenses (includes reclassifications for employee benefit costs of $1,371 and $4,113 in 2016 and $1,867 and $5,601 in 2015; previously included in accumulated other comprehensive income)
24,574
26,161
76,099
73,241
Interest on policyholders’ accounts
4,983
5,568
15,368
18,207
Total benefits, losses and expenses
$
274,319
$
237,736
$
790,139
$
680,774
Income before income taxes
$
15,175
$
26,824
$
44,813
$
78,188
Federal income tax expense (benefit) (includes reclassifications of ($332) and ($194) in 2016 and $15 and $310 in 2015; previously included in accumulated other comprehensive income)
2,807
7,290
6,904
19,957
Net income
$
12,368
$
19,534
$
37,909
$
58,231
Other comprehensive income (loss)
Change in net unrealized appreciation on investments
$
(9,440
)
$
(2,008
)
$
83,768
$
(25,131
)
Change in liability for underfunded employee benefit plans
—
—
—
—
Other comprehensive income (loss), before tax and reclassification adjustments
$
(9,440
)
$
(2,008
)
$
83,768
$
(25,131
)
Income tax effect
3,304
703
(29,320
)
8,795
Other comprehensive income (loss), after tax, before reclassification adjustments
$
(6,136
)
$
(1,305
)
$
54,448
$
(16,336
)
Reclassification adjustment for net realized investment gains included in income
$
(2,320
)
$
(1,825
)
$
(4,666
)
$
(4,715
)
Reclassification adjustment for employee benefit costs included in expense
1,371
1,867
4,113
5,601
Total reclassification adjustments, before tax
$
(949
)
$
42
$
(553
)
$
886
Income tax effect
332
(15
)
194
(310
)
Total reclassification adjustments, after tax
$
(617
)
$
27
$
(359
)
$
576
Comprehensive income
$
5,615
$
18,256
$
91,998
$
42,471
Weighted average common shares outstanding
25,389,633
25,067,080
25,322,427
25,027,382
Basic earnings per common share
$
0.49
$
0.78
$
1.50
$
2.33
Diluted earnings per common share
0.48
0.77
1.47
2.31
The Notes to unaudited Consolidated Financial Statements are an integral part of these statements.
3
Table of Contents
United Fire Group, Inc.
Consolidated Statement of Stockholders’ Equity (Unaudited)
(In Thousands, Except Share Data)
Nine Months Ended September 30, 2016
Common stock
Balance, beginning of year
$
25
Shares repurchased (67,492 shares)
—
Shares issued for stock-based awards (292,440 shares)
—
Balance, end of period
$
25
Additional paid-in capital
Balance, beginning of year
$
207,426
Compensation expense and related tax benefit for stock-based award grants
2,249
Shares repurchased
(2,867
)
Shares issued for stock-based awards
7,149
Balance, end of period
$
213,957
Retained earnings
Balance, beginning of year
$
591,009
Net income
37,909
Dividends on common stock ($0.72 per share)
(18,246
)
Balance, end of period
$
610,672
Accumulated other comprehensive income, net of tax
Balance, beginning of year
$
80,437
Change in net unrealized investment appreciation
(1)
51,415
Change in liability for underfunded employee benefit plans
(2)
2,674
Balance, end of period
$
134,526
Summary of changes
Balance, beginning of year
$
878,897
Net income
37,909
All other changes in stockholders’ equity accounts
42,374
Balance, end of period
$
959,180
(1)
The change in net unrealized appreciation is net of reclassification adjustments and income taxes.
(2)
The change in liability for underfunded employee benefit plans is net of reclassification adjustments and income taxes.
The Notes to unaudited Consolidated Financial Statements are an integral part of these statements.
4
Table of Contents
United Fire Group, Inc.
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30,
(In Thousands)
2016
2015
Cash Flows From Operating Activities
Net income
$
37,909
$
58,231
Adjustments to reconcile net income to net cash provided by operating activities
Net accretion of bond premium
10,883
10,534
Depreciation and amortization
4,879
7,706
Stock-based compensation expense
2,731
1,817
Net realized investment gains
(6,241
)
(2,622
)
Net cash flows from trading investments
(36
)
2,663
Deferred income tax benefit
(2,187
)
(3,854
)
Changes in:
Accrued investment income
(1,871
)
(304
)
Premiums receivable
(54,725
)
(46,628
)
Deferred policy acquisition costs
(8,831
)
(16,884
)
Reinsurance receivables
(13,632
)
12,395
Prepaid reinsurance premiums
(212
)
(266
)
Income taxes receivable
(11,732
)
(1,928
)
Other assets
545
(1,561
)
Future policy benefits and losses, claims and loss settlement expenses
128,657
60,932
Unearned premiums
53,688
50,097
Accrued expenses and other liabilities
(6,966
)
811
Income taxes payable
(4,917
)
(5,012
)
Deferred income taxes
2,196
(499
)
Other, net
(2,069
)
(1,221
)
Total adjustments
$
90,160
$
66,176
Net cash provided by operating activities
$
128,069
$
124,407
Cash Flows From Investing Activities
Proceeds from sale of available-for-sale investments
$
5,049
$
8,228
Proceeds from call and maturity of held-to-maturity investments
20
108
Proceeds from call and maturity of available-for-sale investments
428,009
527,365
Proceeds from short-term and other investments
2,235
4,221
Purchase of available-for-sale investments
(446,156
)
(502,086
)
Purchase of short-term and other investments
(3,091
)
(4,643
)
Net purchases and sales of property and equipment
(6,090
)
(10,763
)
Net cash (used in) provided by investing activities
$
(20,024
)
$
22,430
Cash Flows From Financing Activities
Policyholders’ account balances
Deposits to investment and universal life contracts
$
63,967
$
78,733
Withdrawals from investment and universal life contracts
(123,071
)
(175,840
)
Payment of cash dividends
(18,246
)
(16,024
)
Repurchase of common stock
(2,867
)
(2,423
)
Issuance of common stock
7,149
2,679
Tax impact from issuance of common stock
(482
)
(475
)
Net cash used in financing activities
$
(73,550
)
$
(113,350
)
Net Change in Cash and Cash Equivalents
$
34,495
$
33,487
Cash and Cash Equivalents at Beginning of Period
106,449
90,574
Cash and Cash Equivalents at End of Period
$
140,944
$
124,061
The Notes to unaudited Consolidated Financial Statements are an integral part of these statements.
5
Table of Contents
UNITED FIRE GROUP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share amounts or as otherwise noted)
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Nature of Business
United Fire Group, Inc. ("UFG," the "Registrant," the "Company," "we," "us," or "our") and its consolidated subsidiaries and affiliates are engaged in the business of writing property and casualty insurance and life insurance and selling annuities through a network of independent agencies. We report our operations in
two
business segments: property and casualty insurance and life insurance. Our insurance company subsidiaries are licensed as a property and casualty insurer in
46
states and the District of Columbia, and as a life insurer in
37
states.
Basis of Presentation
The unaudited consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial reporting and with the instructions to Form 10-Q and Regulation S-X promulgated by the SEC. Certain financial information that is included in our Annual Report on Form 10-K, including certain financial statement footnote disclosures, are not required by the rules and regulations of the SEC for interim financial reporting and have been condensed or omitted.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statement categories that are most dependent on management estimates and assumptions include: investments; deferred policy acquisition costs; reinsurance receivables and recoverables; future policy benefits and losses, claims and loss settlement expenses; and pension and postretirement benefit obligations.
Certain prior year amounts have been reclassified to conform to the current year presentation.
Management of UFG believes the accompanying unaudited Consolidated Financial Statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. All significant intercompany transactions have been eliminated in consolidation. The results reported for the interim periods are not necessarily indicative of the results of operations that may be expected for the year. The unaudited Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended
December 31, 2015
. The review report of Ernst & Young LLP as of
September 30, 2016
and for the
three- and nine-month periods ended September 30, 2016 and 2015
accompanies the unaudited Consolidated Financial Statements included in Part I, Item 1 "Financial Statements."
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash, money market accounts, and non-negotiable certificates of deposit with original maturities of three months or less.
For the
nine-month periods ended September 30, 2016 and 2015
, we made payments for income taxes totaling
$24,026
and
$31,724
, respectively. We did
no
t receive a tax refund during the
nine-month periods ended September 30, 2016 and 2015
.
For the
nine-month periods ended September 30, 2016 and 2015
, we made
no
interest payments (excluding interest credited to policyholders’ accounts).
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Deferred Policy Acquisition Costs ("DAC")
Certain costs associated with underwriting new business (primarily commissions, premium taxes and variable underwriting and policy issue expenses associated with successful acquisition efforts) are deferred. The following table is a summary of the components of DAC, including the related amortization recognized for the
nine-month period ended September 30, 2016
.
Property & Casualty Insurance
Life Insurance
Total
Recorded asset at beginning of period
$
90,547
$
77,717
$
168,264
Underwriting costs deferred
161,484
4,279
165,763
Amortization of deferred policy acquisition costs
(151,216
)
(5,716
)
(156,932
)
Ending unamortized deferred policy acquisition costs
$
100,815
$
76,280
$
177,095
Impact of unrealized gains and losses on available-for-sale securities
—
(19,857
)
(19,857
)
Recorded asset at September 30, 2016
$
100,815
$
56,423
$
157,238
Property and casualty insurance policy acquisition costs deferred are amortized as premium revenue is recognized. The method followed in computing DAC limits the amount of such deferred costs to their estimated realizable value. This takes into account the premium to be earned, losses and loss settlement expenses expected to be incurred and certain other costs expected to be incurred as the premium is earned.
For traditional life insurance policies, DAC is amortized to income over the premium-paying period in proportion to the ratio of the expected annual premium revenue to the expected total premium revenue. Expected premium revenue and gross profits are based on the same mortality and withdrawal assumptions used in determining future policy benefits. These assumptions are not revised after policy issuance unless the recorded DAC asset is deemed to be unrecoverable from future expected profits.
For non-traditional life insurance policies, DAC is amortized over the anticipated terms in proportion to the ratio of the expected annual gross profits to the total expected gross profits. Changes in the amount or timing of expected gross profits result in adjustments to the cumulative amortization of these costs. The effect on amortization of DAC for revisions to estimated gross profits is reported in earnings in the period the estimated gross profits are revised.
The effect on DAC that results from the assumed realization of unrealized gains (losses) on investments allocated to non-traditional life insurance business is recognized with an offset to net unrealized investment appreciation as of the balance sheet date. The impact of unrealized gains and losses on available-for-sale securities decreased the DAC asset by
$21,860
and
$2,003
at
September 30, 2016
and
December 31, 2015
, respectively.
Income Taxes
Deferred tax assets and liabilities are established based on differences between the financial statement bases of assets and liabilities and the tax bases of those same assets and liabilities, using the currently enacted statutory tax rates. Deferred income tax expense is measured by the year-to-year change in the net deferred tax asset or liability, except for certain changes in deferred tax amounts that affect stockholders' equity and do not impact federal income tax expense.
We reported a federal income tax expense of
$6,904
and
$19,957
for the
nine-month periods ended September 30, 2016 and 2015
, respectively. Our effective tax rate is different than the federal statutory rate of
35.0 percent
due principally to the effect of tax-exempt municipal bond interest income and non-taxable dividend income.
The Company performs a quarterly review of its tax positions and makes a determination of whether it is more likely than not that the tax position will be sustained upon examination. If based on review, it appears not more likely than
7
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not that the positions will be sustained, the Company will calculate any unrecognized tax benefits and, if necessary, calculate and accrue any related interest and penalties. We did
no
t recognize any liability for unrecognized tax benefits at
September 30, 2016
or
December 31, 2015
. In addition, we have not accrued for interest and penalties related to unrecognized tax benefits. However, if interest and penalties would need to be accrued related to unrecognized tax benefits, such amounts would be recognized as a component of federal income tax expense.
We file a consolidated federal income tax return. We also file income tax returns in various state jurisdictions. We are no longer subject to federal or state income tax examination for years before 2009. The Internal Revenue Service is conducting a routine examination of our income tax return for the 2011 tax year.
Subsequent Events
In the preparation of the accompanying financial statements, the Company has evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements were issued for potential recognition or disclosure in the Company's financial statements. The Company concluded there are no material subsequent events or transactions that have occurred after the balance sheet date through the date on which the financial statements were issued.
Recently Issued Accounting Standards
Accounting Standards Adopted in 2016
Short-Duration Contracts
In May 2015, the Financial Accounting Standards Board ("FASB") issued guidance on disclosure requirements for short-duration contracts. The new guidance requires additional disclosures about the liability for unpaid loss and loss adjustment expenses and requires disclosure of any information about significant changes in methodologies and assumptions used to calculate the liability. The new guidance is effective for annual periods beginning after December 15, 2015 and interim periods beginning the following year. The Company will include the new annual disclosures beginning with the December 31, 2016 annual financial statements. The adoption of the new guidance will change disclosures regarding short- duration contracts, but management currently does not expect the adoption of the new guidance to have an impact on the Company's financial position or results of operations.
Other Internal Use Software
In April 2015, the FASB issued guidance which clarifies customers' accounting for fees paid for cloud computing arrangements. The new standard provides guidance to customers about whether a cloud computing arrangement includes a software license or whether the arrangement is considered a service contract. The new guidance is effective for annual and interim periods beginning after December 15, 2015. The Company adopted the new guidance as of January 1, 2016. The adoption of the new guidance had no impact on the Company's financial position or results of operations.
Debt Issuance Costs
In April 2015, the FASB issued new guidance on the presentation of debt issuance costs. The new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability. The new guidance is effective for annual and interim periods beginning after December 15, 2015. The Company adopted the new guidance as of January 1, 2016. The adoption of the new guidance had no impact on the Company's financial position or results of operations.
Consolidation
In February 2015, the FASB issued amendments to the consolidation guidance that a reporting entity follows to determine whether it should consolidate certain legal entities. Specifically, the new guidance modifies the evaluation
8
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of whether limited partnerships and similar legal entities are variable interest entities ("VIE"), eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that have VIE's, particularly those with fee arrangements and related party relationships. The new guidance is effective for annual and interim periods beginning after December 15, 2015. The Company adopted the guidance as of January 1, 2016. The adoption of the new guidance had no impact on the Company's financial position or results of operations.
Going Concern
In August 2014, the FASB issued new guidance on the disclosure of uncertainties about an entity's ability to continue as a going concern. The new guidance requires management to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, if so, to disclose the fact and what the entity's plans are to alleviate that doubt. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. The Company adopted the guidance as of January 1, 2016. The adoption of the new guidance had no impact on the Company's financial position or results of operations.
Share-Based Payments
In June 2014, the FASB issued new guidance on the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period
.
The new guidance requires a performance target that affects vesting and that could be achieved after the service period, be treated as a performance condition. The guidance is effective for interim and annual periods beginning after December 15, 2015. The amendments can be applied prospectively or retrospectively and early adoption is permitted. The Company adopted the guidance as of January 1, 2016. The adoption of the new guidance had no impact on the Company's financial position or results of operations.
Pending Adoption of Accounting Standards
Share-Based Payments
In March 2016, the FASB issued new guidance on the accounting for share-based payments. The new guidance was issued to simplify the accounting of share-based payments, specifically in the areas of income taxes, classification on the balance sheets as liabilities or equity and classification in the cash flow statement. The new guidance is effective for annual periods beginning after December 15, 2016 and interim periods within those years. The Company will adopt the new guidance as of January 1, 2017 and is currently evaluating the impact on the Company's financial position and results of operations.
Income Taxes
In December 2015, the FASB issued guidance on the balance sheet classification of deferred taxes. The new guidance eliminates the requirement to split deferred tax liabilities and assets between current and non-current in a classified balance sheet. The new guidance allows deferred tax liabilities and assets to be included in non-current accounts.
The Company will adopt the new guidance as of January 1, 2017. The adoption will have no impact on the Company's financial position and results of operations.
Revenue Recognition
In May 2014, the FASB issued comprehensive new guidance on revenue recognition which supersedes nearly all existing revenue recognition guidance under GAAP. The new guidance requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard creates a five-step model that requires companies to exercise judgment when considering the terms of the contract(s) and all relevant facts and circumstances. Insurance contracts are not within the scope of this new guidance. The new guidance is effective for annual and interim periods beginning after December 15, 2017. The Company will adopt the guidance as of January
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Table of Contents
1, 2018 and is currently evaluating the impact on the Company's financial position and results of operations and considering which portions of the guidance, if any, apply to the Company.
Financial Instruments
In January 2016, the FASB issued guidance updating certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments in this update supersede the guidance to classify equity securities with readily determinable fair values into different categories (for example, trading or available-for-sale) and require equity securities to be measured at fair value with changes in the fair value recognized through net income. The new guidance also simplifies the impairment process for equity investments without readily determinable fair values. The new guidance is effective for annual periods beginning after December 15, 2017 and interim periods within those years. The Company will adopt the new guidance as of January 1, 2018 and is currently evaluating the impact on the Company's financial position and results of operations.
Statement of Cash Flows - Classification of Certain Cash Receipts and Payments
In August 2016, the FASB issued an update that clarifies the classification of certain cash receipts and payments in the Statement of Cash Flows. The update addresses eight existing cash flow issues by clarifying the correct classification to establish uniformity in practice. The updated guidance is effective for annual periods beginning after December 15, 2017 and interim periods within those years. The Company will adopt the new guidance as of January 1, 2018 and is currently evaluating the impact on the Company's financial position and results of operations.
Leases
In February 2016, the FASB issued guidance on the accounting for leases. The new guidance requires lessees to place most leases on their balance sheets with expenses recognized on the income statement in a similar manner as previous methods. The new guidance is effective for annual periods beginning after December 15, 2018 and interim periods within those years. The Company will adopt the new guidance as of January 1, 2019 and is currently evaluating the impact on the Company's financial position and results of operations.
Financial Instruments - Credit Losses
In June 2016, the FASB issued new guidance on the measurement of credit losses for most financial instruments. The new guidance replaces the current incurred loss model for recognizing credit losses with an expected loss model for instruments measured at amortized cost and requires allowances to be recorded for available-for-sale debt securities rather than reduce the carrying amount. These allowances will be remeasured each reporting period. The new guidance is effective for annual periods beginning after December 15, 2020 and interim periods within those years. The Company will adopt the new guidance as of January 1, 2021 and is currently evaluating the impact on the Company's financial position and results of operations.
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Table of Contents
NOTE 2. SUMMARY OF INVESTMENTS
Fair Value of Investments
A reconciliation of the amortized cost (cost for equity securities) to fair value of investments in held-to-maturity and available-for-sale fixed maturity and equity securities as of
September 30, 2016
and
December 31, 2015
, is as follows:
September 30, 2016
Type of Investment
Cost or Amortized Cost
Gross Unrealized Appreciation
Gross Unrealized Depreciation
Fair Value
HELD-TO-MATURITY
Fixed maturities:
Bonds
Corporate bonds
Technology, media and telecommunications
$
450
$
2
$
—
$
452
Financial services
150
—
—
150
Mortgage-backed securities
52
1
—
53
Total Held-to-Maturity Fixed Maturities
$
652
$
3
$
—
$
655
AVAILABLE-FOR-SALE
Fixed maturities:
Bonds
U.S. Treasury
$
21,966
$
281
$
1
$
22,246
U.S. government agency
71,717
2,893
3
74,607
States, municipalities and political subdivisions
General obligations:
Midwest
153,150
5,302
90
158,362
Northeast
58,373
2,836
—
61,209
South
132,843
4,444
314
136,973
West
123,845
4,631
180
128,296
Special revenue:
Midwest
161,368
6,799
56
168,111
Northeast
54,109
1,863
98
55,874
South
208,747
7,399
542
215,604
West
100,225
4,069
184
104,110
Foreign bonds
71,011
3,484
894
73,601
Public utilities
217,670
10,539
83
228,126
Corporate bonds
Energy
110,345
3,747
187
113,905
Industrials
232,088
12,192
668
243,612
Consumer goods and services
179,502
9,422
—
188,924
Health care
82,497
4,928
—
87,425
Technology, media and telecommunications
141,598
6,225
168
147,655
Financial services
266,576
12,262
20
278,818
Mortgage-backed securities
18,422
465
8
18,879
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Collateralized mortgage obligations
Government national mortgage association
131,200
4,635
289
135,546
Federal home loan mortgage corporation
153,379
5,626
262
158,743
Federal national mortgage association
105,952
5,439
131
111,260
Asset-backed securities
4,491
318
231
4,578
Total Available-for-Sale Fixed Maturities
$
2,801,074
$
119,799
$
4,409
$
2,916,464
Equity securities:
Common stocks
Public utilities
$
6,394
$
13,718
$
198
$
19,914
Energy
6,514
7,988
39
14,463
Industrials
13,252
34,387
215
47,424
Consumer goods and services
10,324
15,059
43
25,340
Health care
7,763
21,100
—
28,863
Technology, media and telecommunications
5,931
9,214
37
15,108
Financial services
17,288
82,294
65
99,517
Nonredeemable preferred stocks
443
29
—
472
Total Available-for-Sale Equity Securities
$
67,909
$
183,789
$
597
$
251,101
Total Available-for-Sale Securities
$
2,868,983
$
303,588
$
5,006
$
3,167,565
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December 31, 2015
Type of Investment
Cost or Amortized Cost
Gross Unrealized Appreciation
Gross Unrealized Depreciation
Fair Value
HELD-TO-MATURITY
Fixed maturities:
Bonds
Corporate bonds
Technology, media and telecommunications
$
450
$
1
$
—
$
451
Financial services
150
—
—
150
Mortgage-backed securities
72
2
—
74
Total Held-to-Maturity Fixed Maturities
$
672
$
3
$
—
$
675
AVAILABLE-FOR-SALE
Fixed maturities:
Bonds
U.S. Treasury
$
21,587
$
100
$
38
$
21,649
U.S. government agency
232,808
2,622
2,400
233,030
States, municipalities and political subdivisions
General obligations:
Midwest
160,484
4,990
18
165,456
Northeast
56,449
1,996
—
58,445
South
125,565
3,358
134
128,789
West
103,721
3,160
67
106,814
Special revenue:
Midwest
152,780
4,956
30
157,706
Northeast
23,892
919
212
24,599
South
144,183
4,281
27
148,437
West
78,935
3,150
44
82,041
Foreign bonds
82,580
2,405
2,457
82,528
Public utilities
213,233
3,701
1,251
215,683
Corporate bonds
Energy
116,800
1,032
4,713
113,119
Industrials
227,589
3,329
6,663
224,255
Consumer goods and services
172,529
2,844
776
174,597
Health care
92,132
2,168
791
93,509
Technology, media and telecommunications
142,431
1,972
2,003
142,400
Financial services
259,382
5,246
1,143
263,485
Mortgage-backed securities
16,413
376
51
16,738
Collateralized mortgage obligations
Government national mortgage association
120,220
1,391
1,985
119,626
Federal home loan mortgage corporation
137,874
2,377
1,342
138,909
Federal national mortgage association
106,021
2,400
941
107,480
Asset-backed securities
5,461
221
16
5,666
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Total Available-for-Sale Fixed Maturities
$
2,793,069
$
58,994
$
27,102
$
2,824,961
Equity securities:
Common stocks
Public utilities
$
7,231
$
12,022
$
193
$
19,060
Energy
6,103
5,374
266
11,211
Industrials
13,251
31,872
313
44,810
Consumer goods and services
10,301
13,017
3
23,315
Health care
7,763
20,454
—
28,217
Technology, media and telecommunications
5,931
7,538
105
13,364
Financial services
17,392
78,411
109
95,694
Nonredeemable preferred stocks
542
34
—
576
Total Available-for-Sale Equity Securities
$
68,514
$
168,722
$
989
$
236,247
Total Available-for-Sale Securities
$
2,861,583
$
227,716
$
28,091
$
3,061,208
Maturities
The amortized cost and fair value of held-to-maturity, available-for-sale and trading fixed maturity securities at
September 30, 2016
, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Asset-backed securities, mortgage-backed securities and collateralized mortgage obligations may be subject to prepayment risk and are therefore not categorized by contractual maturity.
Held-To-Maturity
Available-For-Sale
Trading
September 30, 2016
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Due in one year or less
$
150
$
150
$
99,301
$
100,197
$
2,430
$
2,919
Due after one year through five years
450
452
820,503
851,672
6,036
6,905
Due after five years through 10 years
—
—
879,226
926,253
961
1,133
Due after 10 years
—
—
588,600
609,336
2,160
2,296
Asset-backed securities
—
—
4,491
4,578
—
—
Mortgage-backed securities
52
53
18,422
18,879
—
—
Collateralized mortgage obligations
—
—
390,531
405,549
—
—
$
652
$
655
$
2,801,074
$
2,916,464
$
11,587
$
13,253
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Table of Contents
Net Realized Investment Gains and Losses
Net realized gains on disposition of investments are computed using the specific identification method and are included in the computation of net income. A summary of the components of net realized investment gains (losses) is as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2016
2015
2016
2015
Net realized investment gains (losses)
Fixed maturities:
Available-for-sale
$
945
$
407
$
2,307
$
2,363
Trading securities
Change in fair value
148
(999
)
519
(1,461
)
Sales
107
531
568
1,230
Equity securities:
Available-for-sale
1,375
1,418
2,359
2,352
Trading securities
Change in fair value
(5
)
(430
)
325
(634
)
Sales
20
39
(6
)
85
Other long-term investments
—
—
—
(1,313
)
Cash equivalents
—
—
169
—
Total net realized investment gains
$
2,590
$
966
$
6,241
$
2,622
The proceeds and gross realized gains (losses) on the sale of available-for-sale fixed maturity securities are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2016
2015
2016
2015
Proceeds from sales
$
2,007
$
—
$
5,049
$
8,228
Gross realized gains
11
—
986
1,030
There were no sales of held-to-maturity securities during the
three- and nine-month periods ended September 30, 2016 and 2015
.
Our investment portfolio includes trading securities with embedded derivatives. These securities are primarily convertible securities which are recorded at fair value. Income or loss, including the change in the fair value of these trading securities, is recognized currently in earnings as a component of net realized investment gains. Our portfolio of trading securities had a fair value of
$17,898
and
$16,975
at
September 30, 2016
and
December 31, 2015
, respectively.
Funding Commitment
Pursuant to an agreement with one of our limited liability partnership investments, we are contractually committed through December 31, 2023 to make capital contributions upon request of the partnership. Our remaining potential contractual obligation was
$9,709
at
September 30, 2016
.
15
Table of Contents
Unrealized Appreciation
A summary of the changes in net unrealized investment appreciation during the reporting period is as follows:
Nine Months Ended September 30,
2016
2015
Change in net unrealized investment appreciation
Available-for-sale fixed maturities
$
83,498
$
(12,841
)
Available-for-sale equity securities
15,459
(19,119
)
Deferred policy acquisition costs
(19,857
)
2,113
Income tax effect
(27,685
)
10,447
Total change in net unrealized investment appreciation, net of tax
$
51,415
$
(19,400
)
We continually monitor the difference between our cost basis and the estimated fair value of our investments. Our accounting policy for impairment recognition requires other-than-temporary impairment ("OTTI") charges to be recorded when we determine that it is more likely than not that we will be unable to collect all amounts due according to the contractual terms of the fixed maturity security or that the anticipated recovery in fair value of the equity security will not occur in a reasonable amount of time. Impairment charges on investments are recorded based on the fair value of the investments at the measurement date or based on the value calculated using a discounted cash flow model. Credit-related impairments on fixed maturity securities that we do not plan to sell, and for which we are not more likely than not to be required to sell, are recognized in net income. Any non-credit related impairment is recognized as a component of other comprehensive income. Factors considered in evaluating whether a decline in value is other-than-temporary include: the length of time and the extent to which fair value has been less than cost; the financial condition and near-term prospects of the issuer; our intention to hold the investment; and the likelihood that we will be required to sell the investment.
The tables on the following pages summarize our fixed maturity and equity securities that were in an unrealized loss position at
September 30, 2016
and
December 31, 2015
. The securities are presented by the length of time they have been continuously in an unrealized loss position. It is possible that we could recognize OTTI charges in future periods on securities held at
September 30, 2016
, if future events or information cause us to determine that a decline in fair value is other-than-temporary.
We have evaluated the near-term prospects of the issuers of our fixed maturity securities in relation to the severity and duration of the unrealized loss and determined that these losses did not warrant the recognition of an OTTI charge at
September 30, 2016
or at
September 30, 2015
. We have no intent to sell, and it is more likely than not that we will not be required to sell, these securities until the fair value recovers to at least equal our cost basis or the securities mature.
We have evaluated the near-term prospects of the issuers of our equity securities in relation to the severity and duration of the unrealized loss and determined that these losses did not warrant the recognition of an OTTI charge at
September 30, 2016
or
September 30, 2015
. Our largest unrealized loss greater than 12 months on an individual equity security at
September 30, 2016
was
$198
. We have no intention to sell any of these securities prior to a recovery in value, but will continue to monitor the fair value reported for these securities as part of our overall process to evaluate investments for OTTI recognition.
16
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September 30, 2016
Less than 12 months
12 months or longer
Total
Type of Investment
Number
of Issues
Fair
Value
Gross Unrealized
Depreciation
Number
of Issues
Fair
Value
Gross Unrealized Depreciation
Fair
Value
Gross Unrealized Depreciation
AVAILABLE-FOR-SALE
Fixed maturities:
Bonds
U.S. Treasury
2
$
1,625
$
1
—
$
—
$
—
$
1,625
$
1
U.S. government agency
1
3,697
3
—
—
—
3,697
3
States, municipalities and political subdivisions
General obligations
Midwest
2
9,909
90
—
—
—
9,909
90
South
7
16,784
314
—
—
—
16,784
314
West
6
16,353
180
—
—
—
16,353
180
Special revenue
Midwest
3
6,008
56
—
—
—
6,008
56
Northeast
6
13,978
98
—
—
—
13,978
98
South
14
$
37,375
542
—
$
—
—
$
37,375
542
West
9
19,130
184
—
—
—
19,130
184
Foreign bonds
—
—
—
3
6,929
894
6,929
894
Public utilities
—
—
—
5
3,097
83
3,097
83
Corporate bonds
Energy
3
5,345
40
4
9,209
147
14,554
187
Industrials
—
—
—
5
9,522
668
9,522
668
Technology, media and telecommunications
1
2,198
8
3
10,403
160
12,601
168
Financial services
—
—
—
2
8,036
20
8,036
20
Mortgage-backed securities
—
—
—
4
1,262
8
1,262
8
Collateralized mortgage obligations
Government national mortgage association
5
12,340
88
9
14,097
201
26,437
289
Federal home loan mortgage corporation
7
31,530
175
3
5,977
87
37,507
262
Federal national mortgage association
1
5,001
21
4
4,712
110
9,713
131
Asset-backed securities
1
2,571
231
—
—
—
2,571
231
Total Available-for-Sale Fixed Maturities
68
$
183,844
$
2,031
42
$
73,244
$
2,378
$
257,088
$
4,409
Equity securities:
Common stocks
Public utilities
—
$
—
$
—
3
$
109
$
198
$
109
$
198
Energy
1
150
1
2
339
38
489
39
Industrials
—
—
—
6
197
215
197
215
Consumer goods and services
3
299
39
2
14
4
313
43
Technology, media and telecommunications
4
15
1
11
519
36
534
37
Financial services
1
80
1
4
451
64
531
65
Total Available-for-Sale Equity Securities
9
$
544
$
42
28
$
1,629
$
555
$
2,173
$
597
Total Available-for-Sale Securities
77
$
184,388
$
2,073
70
$
74,873
$
2,933
$
259,261
$
5,006
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December 31, 2015
Less than 12 months
12 months or longer
Total
Type of Investment
Number
of Issues
Fair
Value
Gross Unrealized Depreciation
Number
of Issues
Fair
Value
Gross Unrealized Depreciation
Fair
Value
Gross Unrealized Depreciation
AVAILABLE-FOR-SALE
Fixed maturities:
Bonds
U.S. Treasury
6
$
6,408
$
26
2
$
1,634
$
12
$
8,042
$
38
U.S. government agency
38
104,621
1,771
6
18,821
629
123,442
2,400
States, municipalities and political subdivisions
General obligations
Midwest
4
2,417
12
1
528
6
2,945
18
South
3
4,805
55
8
3,743
79
8,548
134
West
4
8,927
23
2
2,274
44
11,201
67
Special revenue
Midwest
—
—
—
1
2,494
30
2,494
30
Northeast
1
4,755
212
—
—
—
4,755
212
South
4
7,445
26
2
1,851
1
9,296
27
West
4
6,851
44
—
—
—
6,851
44
Foreign bonds
9
16,991
1,289
2
4,036
1,168
21,027
2,457
Public utilities
35
72,680
880
5
2,840
371
75,520
1,251
Corporate bonds
Energy
29
61,496
3,286
4
7,991
1,427
69,487
4,713
Industrials
38
78,588
3,631
3
6,649
3,032
85,237
6,663
Consumer goods and services
24
64,661
770
4
2,491
6
67,152
776
Health care
18
43,992
652
2
3,737
139
47,729
791
Technology, media and telecommunications
22
59,503
1,478
2
8,940
525
68,443
2,003
Financial services
49
92,814
1,143
—
—
—
92,814
1,143
Mortgage-backed securities
9
7,423
43
4
183
8
7,606
51
Collateralized mortgage obligations
Government national mortgage association
17
29,769
437
14
40,027
1,548
69,796
1,985
Federal home loan mortgage corporation
20
35,343
644
6
19,887
698
55,230
1,342
Federal national mortgage association
15
32,800
524
11
11,962
417
44,762
941
Asset-backed securities
1
985
16
—
—
—
985
16
Total Available-for-Sale Fixed Maturities
350
$
743,274
$
16,962
79
$
140,088
$
10,140
$
883,362
$
27,102
Equity securities:
Common stocks
Public utilities
—
$
—
$
—
3
$
115
$
193
$
115
$
193
Energy
10
2,868
266
—
—
—
2,868
266
Industrials
3
177
44
5
193
269
370
313
Consumer goods and services
—
—
—
2
14
3
14
3
Technology, media and telecommunications
9
438
91
2
12
14
450
105
Financial services
6
326
51
1
136
58
462
109
Total Available-for-Sale Equity Securities
28
$
3,809
$
452
13
$
470
$
537
$
4,279
$
989
Total Available-for-Sale Securities
378
$
747,083
$
17,414
92
$
140,558
$
10,677
$
887,641
$
28,091
18
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NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS
Current accounting guidance on fair value measurements includes the application of a fair value hierarchy that requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Our financial instruments that are recorded at fair value are categorized into a three-level hierarchy, which is based upon the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets (i.e., Level 1) and the lowest priority to unobservable inputs (i.e., Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the financial instrument.
Financial instruments recorded at fair value are categorized in the fair value hierarchy as follows:
•
Level 1
: Valuations are based on unadjusted quoted prices in active markets for identical financial instruments that we have the ability to access.
•
Level 2
: Valuations are based on quoted prices for similar financial instruments, other than quoted prices included in Level 1, in markets that are not active or on inputs that are observable either directly or indirectly for the full term of the financial instrument.
•
Level 3
: Valuations are based on pricing or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement of the financial instrument. Such inputs may reflect management's own assumptions about the assumptions a market participant would use in pricing the financial instrument.
We review our fair value hierarchy categorizations on a quarterly basis at which time the classification of certain financial instruments may change if the input observations have changed. Transfers between levels, if any, are recorded as of the beginning of the reporting period.
To determine the fair value of the majority of our investments, we utilize prices obtained from independent, nationally recognized pricing services. We obtain one price for each security. When the pricing services cannot provide a determination of fair value for a specific security, we obtain non-binding price quotes from broker-dealers with whom we have had several years experience and who have demonstrated knowledge of the subject security. We request and utilize one broker quote per security.
In order to determine the proper classification in the fair value hierarchy for each security where the price is obtained from an independent pricing service, we obtain and evaluate the vendors' pricing procedures and inputs used to price the security, which include unadjusted quoted market prices for identical securities, such as a New York Stock Exchange closing price, and quoted prices for identical securities in markets that are not active. For fixed maturity securities, an evaluation of interest rates and yield curves observable at commonly quoted intervals, volatility, prepayment speeds, credit risks and default rates may also be performed. We have determined that these processes and inputs result in fair values and classifications consistent with the applicable accounting guidance on fair value measurements.
We estimate the fair value of our financial instruments based on relevant market information or by discounting estimated future cash flows at estimated current market discount rates appropriate to the specific asset or liability.
When possible, we use quoted market prices to determine the fair value of fixed maturities, equity securities, trading securities and short-term investments. When quoted market prices do not exist, we base estimates of fair value on market information obtained from independent pricing services and brokers or on valuation techniques that are both unobservable and significant to the overall fair value measurement of the financial instrument. Such inputs may reflect management's own assumptions about the assumptions a market participant would use in pricing the financial instrument. Our valuation techniques are discussed in more detail throughout this section.
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Table of Contents
The fair value of our mortgage loans is determined by modeling performed by us based on the stated principal and coupon payments provided for in the loan agreements. These cash flows are then discounted using an appropriate risk-adjusted discount rate to determine the security's fair value, which is a Level 3 fair value measurement.
The fair value of our policy loans is equivalent to carrying value, which is a reasonable estimate of fair value and is classified as Level 2. We do not make policy loans for amounts in excess of the cash surrender value of the related policy. In all instances, the policy loans are fully collateralized by the related liability for future policy benefits for traditional insurance policies or by the policyholders' account balance for non-traditional policies.
Our other long-term investments consist primarily of our interests in limited liability partnerships that are recorded on the equity method of accounting. The fair value of the partnerships is obtained from the fund managers, which is based on the fair value of the underlying investments held in the partnerships. In management's opinion, these values represent a reasonable estimate of fair value. We have not adjusted the net asset value provided by the fund managers.
For cash and cash equivalents and accrued investment income, carrying value is a reasonable estimate of fair value due to the short-term nature of these financial instruments.
Policy reserves are developed and recorded for deferred annuities, which is an interest-sensitive product, and income annuities. The fair value of the reserve liability for these annuity products is based upon an estimate of the discounted pretax cash flows that are forecast for the underlying business, which is a Level 3 fair value measurement. We base the discount rate on the current U.S. Treasury spot yield curve, which is then risk-adjusted for nonperformance risk and, for interest-sensitive business and market risk factors. The risk-adjusted discount rate is developed using interest rates that are available in the market and representative of the risks applicable to the underlying business.
Corporate-Owned Life Insurance
The Company formed a rabbi trust in 2014 to fund obligations under the United Fire & Casualty Company Non-qualified Deferred Compensation Plan and United Fire Group Supplemental Executive Retirement and Deferral Plan (collectively the "Executive Retirement Plans"). Within the rabbi trust, corporate-owned life insurance ("COLI") policies are utilized as an investment vehicle and source of funding for the Company's Executive Retirement Plans. The COLI policies invest in mutual funds, which are priced daily by independent sources. As of
September 30, 2016
, the cash surrender value of the COLI policies was
$2,406
, which is equal to the fair value measured using Level 2 inputs, based on the underlying assets of the COLI policies, and is included in other assets in the Consolidated Balance Sheets.
20
Table of Contents
A summary of the carrying value and estimated fair value of our financial instruments at
September 30, 2016
and
December 31, 2015
is as follows:
September 30, 2016
December 31, 2015
Fair Value
Carrying Value
Fair Value
Carrying Value
Assets
Investments
Fixed maturities:
Held-to-maturity securities
$
655
$
652
$
675
$
672
Available-for-sale securities
2,916,464
2,916,464
2,824,961
2,824,961
Trading securities
13,253
13,253
12,622
12,622
Equity securities:
Available-for-sale securities
251,101
251,101
236,247
236,247
Trading securities
4,645
4,645
4,353
4,353
Mortgage loans
4,063
3,772
4,237
3,961
Policy loans
5,300
5,300
5,618
5,618
Other long-term investments
57,787
57,787
54,151
54,151
Short-term investments
175
175
175
175
Cash and cash equivalents
140,944
140,944
106,449
106,449
Corporate-owned life insurance
2,406
2,406
1,716
1,716
Liabilities
Policy reserves
Annuity (accumulations)
(1)
$
702,251
$
685,591
$
707,190
$
744,931
Annuity (benefit payments)
142,013
95,798
131,899
95,467
(1) Annuity accumulations represent deferred annuity contracts that are currently earning interest.
The following tables present the categorization for our financial instruments measured at fair value on a recurring basis in our Consolidated Balance Sheets at
September 30, 2016
and
December 31, 2015
:
September 30, 2016
Fair Value Measurements
Description
Total
Level 1
Level 2
Level 3
AVAILABLE-FOR-SALE
Fixed maturities:
Bonds
U.S. Treasury
$
22,246
$
—
$
22,246
$
—
U.S. government agency
74,607
—
74,607
—
States, municipalities and political subdivisions
General obligations
Midwest
158,362
—
158,362
—
Northeast
61,209
—
61,209
—
South
136,973
—
136,973
—
West
128,296
—
128,296
—
Special revenue
Midwest
168,111
—
167,857
254
Northeast
55,874
—
55,874
—
South
215,604
—
215,604
—
West
104,110
—
104,110
—
Foreign bonds
73,601
—
73,601
—
Public utilities
228,126
—
228,126
—
Corporate bonds
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Energy
113,905
—
113,905
—
Industrials
243,612
—
243,612
—
Consumer goods and services
188,924
—
187,779
1,145
Health care
87,425
—
87,425
—
Technology, media and telecommunications
147,655
—
147,655
—
Financial services
278,818
—
269,636
9,182
Mortgage-backed securities
18,879
—
18,879
—
Collateralized mortgage obligations
Government national mortgage association
135,546
—
135,546
—
Federal home loan mortgage corporation
158,743
—
158,743
—
Federal national mortgage association
111,260
—
111,260
—
Asset-backed securities
4,578
—
3,906
672
Total Available-for-Sale Fixed Maturities
$
2,916,464
$
—
$
2,905,211
$
11,253
Equity securities:
Common stocks
Public utilities
$
19,914
$
19,914
$
—
$
—
Energy
14,463
14,463
—
—
Industrials
47,424
47,424
—
—
Consumer goods and services
25,340
25,340
—
—
Health care
28,863
28,863
—
—
Technology, media and telecommunications
15,108
15,108
—
—
Financial services
99,517
95,525
—
3,992
Nonredeemable preferred stocks
472
472
—
—
Total Available-for-Sale Equity Securities
$
251,101
$
247,109
$
—
$
3,992
Total Available-for-Sale Securities
$
3,167,565
$
247,109
$
2,905,211
$
15,245
TRADING
Fixed maturities:
Corporate bonds
Industrials
$
3,833
$
—
$
3,833
$
—
Consumer goods and services
538
—
538
—
Health care
2,794
—
2,794
—
Technology, media and telecommunications
810
—
810
—
Financial services
4,155
—
4,155
—
Asset-backed securities
—
—
—
—
Redeemable preferred stocks
1,123
1,123
—
—
Equity securities:
Public utilities
594
594
—
—
Energy
287
287
—
—
Industrials
812
812
—
—
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Consumer goods and services
788
788
—
—
Health care
361
361
—
—
Financial services
232
232
—
—
Nonredeemable preferred stocks
1,571
1,571
—
—
Total Trading Securities
$
17,898
$
5,768
$
12,130
$
—
Short-Term Investments
$
175
$
175
$
—
$
—
Money Market Accounts
$
58,262
$
58,262
$
—
$
—
Corporate-Owned Life Insurance
$
2,406
$
—
$
2,406
$
—
Total Assets Measured at Fair Value
$
3,246,306
$
311,314
$
2,919,747
$
15,245
23
Table of Contents
December 31, 2015
Fair Value Measurements
Description
Total
Level 1
Level 2
Level 3
AVAILABLE-FOR-SALE
Fixed maturities:
Bonds
U.S. Treasury
$
21,649
$
—
$
21,649
$
—
U.S. government agency
233,030
—
233,030
—
States, municipalities and political subdivisions
General obligations
Midwest
165,456
—
165,456
—
Northeast
58,445
—
58,445
—
South
128,789
—
128,789
—
West
106,814
—
106,814
—
Special revenue
Midwest
157,706
—
157,363
343
Northeast
24,599
—
24,599
—
South
148,437
—
148,437
—
West
82,041
—
82,041
—
Foreign bonds
82,528
—
82,528
—
Public utilities
215,683
—
215,683
—
Corporate bonds
Energy
113,119
—
113,119
—
Industrials
224,255
—
224,255
—
Consumer goods and services
174,597
—
173,364
1,233
Health care
93,509
—
93,509
—
Technology, media and telecommunications
142,400
—
142,400
—
Financial services
263,485
—
253,823
9,662
Mortgage-backed securities
16,738
—
16,738
—
Collateralized mortgage obligations
Government national mortgage association
119,626
—
119,626
—
Federal home loan mortgage corporation
138,909
—
138,909
—
Federal national mortgage association
107,480
—
107,480
—
Asset-backed securities
5,666
—
4,630
1,036
Total Available-for-Sale Fixed Maturities
$
2,824,961
$
—
$
2,812,687
$
12,274
Equity securities:
Common stocks
Public utilities
$
19,060
$
19,060
$
—
$
—
Energy
11,211
11,211
—
—
Industrials
44,810
44,810
—
—
Consumer goods and services
23,315
23,315
—
—
Health care
28,217
28,217
—
—
Technology, media and telecommunications
13,364
13,364
—
—
Financial services
95,694
91,588
128
3,978
24
Table of Contents
Nonredeemable preferred stocks
576
576
—
—
Total Available-for-Sale Equity Securities
$
236,247
$
232,141
$
128
$
3,978
Total Available-for-Sale Securities
$
3,061,208
$
232,141
$
2,812,815
$
16,252
TRADING
Fixed maturities:
Bonds
Corporate bonds
Industrials
$
3,558
$
—
$
3,558
$
—
Consumer goods and services
118
—
118
—
Health care
2,032
—
2,032
—
Technology, media and telecommunications
335
—
335
—
Financial services
4,094
—
4,094
—
Redeemable preferred stocks
2,485
2,485
—
—
Equity securities:
Energy
267
267
—
—
Industrials
986
986
—
—
Consumer goods and services
942
942
—
—
Health care
304
304
—
—
Financial services
229
229
—
—
Nonredeemable preferred stocks
1,625
1,625
—
—
Total Trading Securities
$
16,975
$
6,838
$
10,137
$
—
Short-Term Investments
$
175
$
175
$
—
$
—
Money Market Accounts
$
20,805
$
20,805
$
—
$
—
Corporate-Owned Life Insurance
$
1,716
$
—
$
1,716
$
—
Total Assets Measured at Fair Value
$
3,100,879
$
259,959
$
2,824,668
$
16,252
The fair value of securities that are categorized as Level 1 is based on quoted market prices that are readily and regularly available.
We use a market-based approach for valuing all of our Level 2 securities and submit them primarily to a third-party valuation service provider. Any of these securities not valued by this service provider are submitted to another third-party valuation service provider. Both service providers use a market approach to find pricing of similar financial instruments. The market inputs our service providers normally seek to value our securities include the following, listed in approximate order of priority: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. The method and inputs for these securities classified as Level 2 are the same regardless of industry category, credit quality, duration, geographical concentration or economic characteristics. For our mortgage-backed securities, collateralized mortgage obligations and asset-backed securities, our service providers use additional market inputs to value these securities, including the following: new issue data, periodic payment information, monthly payment information, collateral performance and real estate analysis from third parties. Our service providers prioritize inputs based on market conditions, and not all inputs listed are available for use in the valuation process for each security on any given day.
At least annually, we review the methodologies and assumptions used by our valuation service providers and verify that they are reasonable and representative of the fair value of the underlying securities held in the investment portfolio. We validate the prices obtained from independent pricing services and brokers prior to their use for reporting purposes by evaluating their reasonableness on a monthly basis. Our validation process includes a review
25
Table of Contents
for unusual fluctuations. Unusual fluctuations outside of our expectations are independently corroborated with additional third-party sources that use similar valuation techniques as discussed above. In addition, we also randomly select securities and independently corroborate the valuations obtained from our third-party valuation service providers. In our opinion, the pricing obtained at
September 30, 2016
and
December 31, 2015
was reasonable.
For the
three- and nine-month periods ended September 30, 2016
, the change in our available-for-sale securities categorized as Level 1 and Level 2 is the result of investment purchases that were made using funds held in our money market accounts, disposals and the change in unrealized gains on both fixed maturities and equity securities. During the
three- and nine-month periods ended September 30, 2016
, there were
no
securities transferred between Level 1 and Level 2.
Securities categorized as Level 3 include holdings in certain private placement fixed maturity and equity securities for which an active market does not currently exist. The fair value of our Level 3 private placement securities is determined by management relying on pricing received from our independent pricing services and brokers consistent with the process to estimate fair value for Level 2 securities. However, securities are categorized as Level 3 if these quotes cannot be corroborated by other market observable data due to the unobservable nature of the brokers’ valuation processes. If pricing cannot be obtained from these sources, which occurs on a limited basis, management will perform a discounted cash flow analysis, using an appropriate risk-adjusted discount rate, on the underlying security to estimate fair value. During the
three- and nine-month periods ended September 30, 2016
, there were
no
securities transferred in or out of Level 3.
The following table provides a summary of the changes in fair value of our Level 3 securities for the
three-month period ended September 30, 2016
:
States, municipalities and political subdivisions
Corporate bonds
Asset-backed securities
Equities
Total
Balance at June 30, 2016
$
254
$
10,500
$
807
$
3,992
$
15,553
Net unrealized gains (losses)
(1)
—
156
22
—
178
Disposals
—
(329
)
(157
)
—
(486
)
Balance at September 30, 2016
$
254
$
10,327
$
672
$
3,992
$
15,245
(1) Unrealized gains (losses) are recorded as a component of comprehensive income.
The following table provides a summary of the changes in fair value of our Level 3 securities for the
nine-month period ended September 30, 2016
:
States, municipalities and political subdivisions
Corporate bonds
Asset-backed securities
Equities
Total
Balance at January 1, 2016
$
343
$
10,895
$
1,036
$
3,978
$
16,252
Net unrealized gains (losses)
(1)
(9
)
318
91
—
400
Purchases
—
—
—
132
132
Disposals
(80
)
(886
)
(455
)
(118
)
(1,539
)
Balance at September 30, 2016
$
254
$
10,327
$
672
$
3,992
$
15,245
(1) Unrealized gains (losses) are recorded as a component of comprehensive income.
The fixed maturities reported as disposals relate to the receipt of principal on calls or sinking fund bonds, in accordance with the indentures.
26
Table of Contents
NOTE 4. EMPLOYEE BENEFITS
Net Periodic Benefit Cost
The components of the net periodic benefit cost for our pension and postretirement benefit plans are as follows:
Pension Plan
Postretirement Benefit Plan
Three Months Ended September 30,
2016
2015
2016
2015
Net periodic benefit cost
Service cost
$
1,623
$
1,669
$
932
$
1,305
Interest cost
1,663
1,500
754
713
Expected return on plan assets
(1,988
)
(1,950
)
—
—
Amortization of net loss
992
1,136
379
731
Net periodic benefit cost
$
2,290
$
2,355
$
2,065
$
2,749
Pension Plan
Postretirement Benefit Plan
Nine Months Ended September 30,
2016
2015
2016
2015
Net periodic benefit cost
Service cost
$
4,869
$
5,007
$
2,796
$
3,915
Interest cost
4,989
4,500
2,262
2,139
Expected return on plan assets
(5,964
)
(5,850
)
—
—
Amortization of net loss
2,976
3,408
1,137
2,193
Net periodic benefit cost
$
6,870
$
7,065
$
6,195
$
8,247
Employer Contributions
We previously disclosed in our Annual Report on Form 10-K for the year ended
December 31, 2015
that we expected to contribute
$6,384
to the pension plan in
2016
. For the
nine-month period ended September 30, 2016
, we contributed
$16,383
to the pension plan. In September 2016, the Company contributed an additional
$10,000
to the pension plan for tax advantages and to reduce future obligations.
NOTE 5. STOCK-BASED COMPENSATION
Non-qualified Employee Stock Award Plan
The United Fire Group, Inc. 2008 Stock Plan (the "2008 Stock Plan") authorized the issuance of restricted and unrestricted stock awards, restricted stock units, stock appreciation rights, incentive stock options, and non-qualified stock options for up to
1,900,000
shares of UFG common stock to employees. In May 2014, the Registrant's shareholders approved an additional
1,500,000
shares of UFG common stock issuable at any time and from time to time pursuant to the 2008 Stock Plan, among other amendments, and renamed such plan as the United Fire Group, Inc. Stock Plan (as amended, the "Stock Plan"). At
September 30, 2016
, there were
1,245,650
authorized shares remaining available for future issuance. The Stock Plan is administered by the Board of Directors, which determines those employees who will receive awards, when awards will be granted, and the terms and conditions of the awards. The Board of Directors may also take any action it deems necessary and appropriate for the administration of the Stock Plan. Pursuant to the Stock Plan, the Board of Directors may, at its sole discretion, grant awards to our employees who are in positions of substantial responsibility with UFG.
Options granted pursuant to the Stock Plan are granted to buy shares of UFG's common stock at the market value of the stock on the date of grant. All outstanding option awards vest and are exercisable in installments of
20.0 percent
27
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of the number of shares covered by the option award each year from the grant date, unless the Board of Directors authorizes the acceleration of vesting. To the extent not exercised, vested option awards accumulate and are exercisable by the awardee, in whole or in part, in any subsequent year included in the option period, but not later than
10 years
from the grant date. Restricted and unrestricted stock awards granted pursuant to the Stock Plan are granted at the market value of our common stock on the date of the grant. Restricted stock units fully vest after
3 years
or
5 years
from the date of issuance, unless accelerated upon the approval of the Board of Directors, at which time UFG common stock will be issued to the awardee.
The activity in the Stock Plan is displayed in the following table:
Authorized Shares Available for Future Award Grants
Nine Months Ended September 30, 2016
From Inception to September 30, 2016
Beginning balance
1,394,578
1,900,000
Additional shares authorized
—
1,500,000
Number of awards granted
(249,528
)
(2,612,456
)
Number of awards forfeited or expired
100,600
458,106
Ending balance
1,245,650
1,245,650
Number of option awards exercised
209,352
859,871
Number of unrestricted stock awards granted
870
7,215
Number of restricted stock awards vested
18,394
36,970
Non-qualified Non-employee Director Stock Option and Restricted Stock Plan
The United Fire Group, Inc. 2005 Non-Qualified Non-Employee Director Stock Option and Restricted Stock Plan (the "Director Plan") authorizes the issuance of restricted stock awards and non-qualified stock options to purchase shares of UFG's common stock to non-employee directors. At
September 30, 2016
, we had
74,771
authorized shares available for future issuance.
The Board of Directors has the authority to determine which non-employee directors receive awards, when options and restricted stock shall be granted, the option price, the option expiration date, the date of grant, the vesting schedule of options or whether the options shall be immediately vested, the terms and conditions of options and restricted stock (other than those terms and conditions set forth in the plan) and the number of shares of common stock to be issued pursuant to an option agreement or restricted stock agreement (subject to limits set forth in the plan). The Board of Directors may also take any action it deems necessary and appropriate for the administration of the Director Plan.
The activity in the Director Plan is displayed in the following table:
Authorized Shares Available for Future Award Grants
Nine Months Ended September 30, 2016
From Inception to September 30, 2016
Beginning balance
69,938
300,000
Number of awards granted
(13,167
)
(249,232
)
Number of awards forfeited or expired
18,000
24,003
Ending balance
74,771
74,771
Number of option awards exercised
31,886
46,693
Number of restricted stock awards vested
11,385
31,556
Stock-Based Compensation Expense
For the
three-month periods ended September 30, 2016 and 2015
, we recognized stock-based compensation expense of
$865
and
$616
, respectively. For the
nine-month periods ended September 30, 2016 and 2015
, we recognized stock-based compensation expense of
$2,731
and
$1,817
, respectively. Stock-based compensation expense is recognized over the vesting period of the stock options.
As of
September 30, 2016
, we had
$8,000
in stock-based compensation expense that has yet to be recognized through our results of operations. We expect this compensation to be recognized over the remainder of
2016
and
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subsequent years according to the following table, except with respect to awards that are accelerated by the Board of Directors, in which case we will recognize any remaining compensation expense in the period in which the awards are accelerated.
2016
$
865
2017
2,964
2018
2,264
2019
1,194
2020
640
2021
73
Total
$
8,000
NOTE 6. SEGMENT INFORMATION
We have
two
reportable business segments in our operations: property and casualty insurance and life insurance. The property and casualty insurance segment has
seven
domestic locations from which it conducts its business. The life insurance segment operates from our home office in Cedar Rapids, Iowa. Because all of our insurance is sold domestically, we have no revenues from foreign operations.
We evaluate the
two
segments on the basis of both statutory accounting principles prescribed or permitted by our states of domicile and GAAP. We analyze results based on profitability (i.e., loss ratios), expenses, and return on equity. The basis we use to determine and analyze segments and to measure segment profit or loss have not changed from that reported in our Annual Report on Form 10-K for the year ended
December 31, 2015
.
We have reconciled the amounts in the following table for the
three-month periods ended September 30, 2016 and 2015
to the amounts reported in our unaudited Consolidated Financial Statements, adjusting for intersegment eliminations.
Property and Casualty Insurance
Life Insurance
Total
As of and for the Three Months Ended September 30, 2016
Net premiums earned
$
239,469
$
20,600
$
260,069
Investment income, net of investment expenses
14,065
12,663
26,728
Net realized investment gains
2,129
461
2,590
Other income
—
145
145
Total reportable segment
$
255,663
$
33,869
$
289,532
Intersegment eliminations
(38
)
—
(38
)
Total revenues
$
255,625
$
33,869
$
289,494
Net income
$
11,628
$
740
$
12,368
Assets
$
2,468,258
$
1,638,779
$
4,107,037
Invested assets
$
1,735,153
$
1,517,996
$
3,253,149
As of and for the Three Months Ended September 30, 2015
Net premiums earned
$
218,993
$
20,627
$
239,620
Investment income, net of investment expenses
10,741
13,334
24,075
Net realized investment gains
732
234
966
Other income
—
123
123
Total reportable segment
$
230,466
$
34,318
$
264,784
Intersegment eliminations
(25
)
(199
)
(224
)
Total revenues
$
230,441
$
34,119
$
264,560
Net income
$
18,020
$
1,514
$
19,534
Assets
$
2,231,851
$
1,644,165
$
3,876,016
Invested assets
$
1,572,222
$
1,524,232
$
3,096,454
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Table of Contents
We have reconciled the amounts in the following table for the
nine-month periods ended September 30, 2016 and 2015
to the amounts reported in our unaudited Consolidated Financial Statements, adjusting for intersegment eliminations.
Property and Casualty Insurance
Life Insurance
Total
As of and for the Nine Months Ended September 30, 2016
Net premiums earned
$
691,976
$
62,878
$
754,854
Investment income, net of investment expenses
35,129
38,404
73,533
Net realized investment gains
4,832
1,409
6,241
Other income
—
436
436
Total reportable segment
$
731,937
$
103,127
$
835,064
Intersegment eliminations
(112
)
—
(112
)
Total revenues
$
731,825
$
103,127
$
834,952
Net income
$
37,083
$
826
$
37,909
Assets
$
2,468,258
$
1,638,779
$
4,107,037
Invested assets
$
1,735,153
$
1,517,996
$
3,253,149
As of and for the Nine Months Ended September 30, 2015
Net premiums earned
$
628,396
$
54,009
$
682,405
Investment income, net of investment expenses
33,610
40,623
74,233
Net realized investment gains
316
2,306
2,622
Other income
—
318
318
Total reportable segment
$
662,322
$
97,256
$
759,578
Intersegment eliminations
(28
)
(588
)
(616
)
Total revenues
$
662,294
$
96,668
$
758,962
Net income
$
54,420
$
3,811
$
58,231
Assets
$
2,231,851
$
1,644,165
$
3,876,016
Invested assets
$
1,572,222
$
1,524,232
$
3,096,454
NOTE 7. EARNINGS PER COMMON SHARE
Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share gives effect to all dilutive common shares outstanding during the reporting period. The dilutive shares we consider in our diluted earnings per share calculation relate to our outstanding stock options, restricted stock awards and restricted stock unit awards.
We determine the dilutive effect of our outstanding stock options using the "treasury stock" method. Under this method, we assume the exercise of all of the outstanding stock options whose exercise price is less than the weighted-average market value of our common stock during the reporting period. This method also assumes that the proceeds from the hypothetical stock option exercises are used to repurchase shares of our common stock at the weighted-average market value of the stock during the reporting period. The net of the assumed stock options exercised and assumed common shares repurchased represents the number of dilutive common shares, which we add to the denominator of the earnings per share calculation.
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Table of Contents
The components of basic and diluted earnings per share were as follows for the
three-month periods ended September 30, 2016 and 2015
:
Three Months Ended September 30,
(In Thousands Except Share Data)
2016
2015
Basic
Diluted
Basic
Diluted
Net income
$
12,368
$
12,368
$
19,534
$
19,534
Weighted-average common shares outstanding
25,389,633
25,389,633
25,067,080
25,067,080
Add dilutive effect of restricted stock unit awards
—
155,270
—
125,135
Add dilutive effect of stock options
—
270,443
—
187,133
Weighted-average common shares
25,389,633
25,815,346
25,067,080
25,379,348
Earnings per common share
$
0.49
$
0.48
$
0.78
$
0.77
Awards excluded from diluted earnings per share calculation
(1)
—
—
—
260,035
(1)
Outstanding awards that are not "in-the-money" are excluded from the diluted earnings per share calculation because the effect of including them would have been anti-dilutive.
The components of basic and diluted earnings per share were as follows for the
nine-month periods ended September 30, 2016 and 2015
:
Nine Months Ended September 30,
(In Thousands Except Share Data)
2016
2015
Basic
Diluted
Basic
Diluted
Net income
$
37,909
$
37,909
$
58,231
$
58,231
Weighted-average common shares outstanding
25,322,427
25,322,427
25,027,382
25,027,382
Add dilutive effect of restricted stock unit awards
—
155,270
—
125,135
Add dilutive effect of stock options
—
233,317
—
19,364
Weighted-average common shares
25,322,427
25,711,014
25,027,382
25,171,881
Earnings per common share
$
1.50
$
1.47
$
2.33
$
2.31
Awards excluded from diluted earnings per share calculation
(1)
—
—
—
410,425
(1)
Outstanding awards that are not "in-the-money" are excluded from the diluted earnings per share calculation because the effect of including them would have been anti-dilutive.
NOTE 8. CREDIT FACILITY
On February 2, 2016, the Company, as borrower, entered into a Credit Agreement (the "New Credit Agreement") by and among the Company, with the lenders from time to time party thereto and KeyBank National Association ("Key Bank"), as administrative agent, swingline lender and letter of credit issuer. The New Credit Agreement provides for a
$50,000
four
-year unsecured revolving credit facility that includes a
$20,000
letter of credit subfacility and a swingline subfacility in the amount up to
$5,000
. The New Credit Agreement allows the Company to increase the aggregate amount of the commitments thereunder by up to
$100,000
, provided that no event of default has occurred and is continuing and certain other conditions are satisfied.
The New Credit Agreement is available for the Company's general corporate purposes, including liquidity, acquisitions and working capital. All unpaid principal and accrued interest under the New Credit Agreement is due and payable in full at maturity on February 2, 2020. Based on the type of loan, advances under the New Credit Agreement would bear interest on either the London interbank offered rate ("LIBOR") or a base rate plus, in each case, a calculated margin amount.
The unused commitments under the New Credit Agreement will be subject to a commitment fee that will be calculated at a per annum rate. The applicable margins for borrowings under the New Credit Agreement and the commitment fee thereunder will be determined by reference to a pricing grid based on the Company’s issuer credit rating by A.M. Best Company, Inc.
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The New Credit Agreement contains customary representations, conditions to borrowing, covenants and events of default, including certain covenants that limit or restrict, subject to certain exceptions, the ability of the Company and its subsidiaries to sell or transfer assets, enter into a merger or consolidate with another company, create liens, impose restrictions on subsidiary dividends, enter into sale-leaseback transactions, make investments or acquisitions, enter into certain reinsurance agreements, pay dividends during any period of default, enter into transactions with affiliates, change the nature of its business, or incur indebtedness. The New Credit Agreement also includes financial covenants that require the Company to (i) maintain a minimum consolidated net worth, (ii) maintain a minimum consolidated statutory surplus and (iii) not exceed a
0.35
to
1.0
debt to total capitalization ratio.
Prior to December 22, 2015, the Company had a credit agreement (the "Previous Credit Agreement") with a syndicate of financial institutions as lenders. KeyBank National Association was the administrative agent, lead arranger, sole book runner, swingline lender, and letter of credit issuer, and Bankers Trust Company was the syndication agent. The Previous Credit Agreement provided for a
$100,000
unsecured revolving credit facility that included a
$20,000
letter of credit subfacility and a swingline subfacility of up to
$5,000
. The Previous Credit Agreement terminated by expiration on its stated termination date of December 22, 2015.
There was
no
outstanding balance on either the New Credit Agreement or Previous Credit Agreement at
September 30, 2016
and
2015
, respectively. For the
nine-month periods ended September 30, 2016 and 2015
, we did
no
t incur any interest expense related to either credit facility. We were in compliance with all covenants of the New Credit Agreement at
September 30, 2016
.
NOTE 9. ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table shows the changes in the components of our accumulated other comprehensive income (loss), net of tax, for the
three-month period ended September 30, 2016
:
Liability for
Net unrealized
underfunded
appreciation
employee
on investments
benefit costs
(1)
Total
Balance as of June 30, 2016
$
187,428
$
(46,149
)
$
141,279
Change in accumulated other comprehensive income before reclassifications
(6,136
)
—
(6,136
)
Reclassification adjustments from accumulated other comprehensive income (loss)
(1,508
)
891
(617
)
Balance as of September 30, 2016
$
179,784
$
(45,258
)
$
134,526
(1) Estimates and Assumptions: The preparation of financial statements in conformity with GAAP requires us to make various estimates and assumptions that affect the reporting of net periodic benefit cost, plan assets and plan obligations for each plan at the date of the financial statements. Actual results could differ from these estimates. One significant estimate relates to the calculation of the benefit obligation for each plan. We annually establish the discount rate, which is an estimate of the interest rate at which these benefits could be effectively settled, that is used to determine the present value of the respective plan's benefit obligations as of December 31.
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Table of Contents
The following table shows the changes in the components of our accumulated other comprehensive income (loss), net of tax, for the
nine-month period ended September 30, 2016
:
Liability for
Net unrealized
underfunded
appreciation
employee
on investments
benefit costs
(1)
Total
Balance as of January 1, 2016
$
128,369
$
(47,932
)
$
80,437
Change in accumulated other comprehensive income before reclassifications
54,448
—
54,448
Reclassification adjustments from accumulated other comprehensive income (loss)
(3,033
)
2,674
(359
)
Balance as of September 30, 2016
$
179,784
$
(45,258
)
$
134,526
(1) Estimates and Assumptions: The preparation of financial statements in conformity with GAAP requires us to make various estimates and assumptions that affect the reporting of net periodic benefit cost, plan assets and plan obligations for each plan at the date of the financial statements. Actual results could differ from these estimates. One significant estimate relates to the calculation of the benefit obligation for each plan. We annually establish the discount rate, which is an estimate of the interest rate at which these benefits could be effectively settled, that is used to determine the present value of the respective plan's benefit obligations as of December 31.
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Table of Contents
Review Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
United Fire Group, Inc.
We have reviewed the consolidated balance sheet of United Fire Group, Inc. (the "Company") as of
September 30, 2016
, and the related consolidated statements of income and comprehensive income for the three- and
nine-month periods ended September 30, 2016 and 2015
, the consolidated statements of cash flows for the
nine-month periods ended September 30, 2016 and 2015
, and the consolidated statement of stockholders' equity for the
nine-month period ended September 30, 2016
. These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of United Fire Group, Inc. as of
December 31, 2015
, and the related consolidated statements of income and comprehensive income, stockholders' equity, and cash flows for the year then ended (not presented herein) and we expressed an unqualified audit opinion on those consolidated financial statements in our report dated
February 26, 2016
. In our opinion, the accompanying consolidated balance sheet of United Fire Group, Inc. as of
December 31, 2015
is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
/s/ Ernst & Young LLP
Ernst & Young LLP
Des Moines, Iowa
November 2, 2016
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Table of Contents
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with Part I, Item 1 "Financial Statements."
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are defined as those that are representative of significant judgments and uncertainties and that potentially may result in materially different results under different assumptions and conditions. We base our discussion and analysis of our results of operations and financial condition on the amounts reported in our Consolidated Financial Statements, which we have prepared in accordance with GAAP. As we prepare these Consolidated Financial Statements, we must make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. Our critical accounting policies are more fully described in our Management's Discussion and Analysis of Financial Condition and Results of Operations presented in our Annual Report on Form 10-K for the year ended
December 31, 2015
. There have been no changes in our critical accounting policies from
December 31, 2015
.
INTRODUCTION
The purpose of this Management's Discussion and Analysis is to provide an understanding of our results of operations and consolidated financial position. Our Management's Discussion and Analysis should be read in conjunction with our consolidated financial statements and related notes, including those in our Annual Report on Form 10-K for the year ended
December 31, 2015
. Our consolidated financial statements are prepared on the basis of GAAP. We also prepare financial statements for each of our insurance company subsidiaries based on statutory accounting principles and file them with insurance regulatory authorities in the states where they do business.
When we provide information on a statutory or other basis, we label it as such, otherwise all other data is presented in accordance with GAAP.
OUR BUSINESS
Founded in 1946 as United Fire & Casualty Company, United Fire Group, Inc. ("UFG," the "Registrant," the "Company," "we," "us," or "our") and its consolidated insurance subsidiaries provide insurance protection for individuals and businesses through several regional offices. Our property and casualty insurance company subsidiaries are licensed in
46
s
tates plus the District of Columbia and are represented by approximately 1,200 independent agencies. Our life insurance subsidiary is licensed in
37
states and is represented by approximately 1,350 independent agencies.
Segments
We operate two business segments, each with a wide range of products:
•
property and casualty insurance, which includes commercial lines insurance, personal lines insurance, surety bonds and assumed reinsurance; and
•
life insurance, which includes deferred and immediate annuities, universal life products and traditional life (primarily single premium whole life) insurance products.
We manage these business segments separately, as they generally do not share the same customer base, and each has different products, pricing, and expense structures.
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Table of Contents
For the
nine-month period ended September 30, 2016
, property and casualty insurance business accounted for approximately
91.7 percent
of our net premiums earned, of which
92.4 percent
was generated from commercial lines. Life insurance business accounted for approximately
8.3 percent
of our net premiums earned, of which
75.6 percent
was generated from traditional life insurance products.
Pooling Arrangement
All of our property and casualty insurance subsidiaries are members of an intercompany reinsurance pooling arrangement. The Company's pooling arrangement permits the participating companies to rely on the capacity of the entire pool's capital and surplus, rather than being limited to policy exposures of a size commensurate with each participant’s own surplus level.
Geographic Concentration
For the
nine-month period ended September 30, 2016
, approximately 48.5 percent of our property and casualty premiums were written in Texas, California, Iowa, Missouri and New Jersey; approximately 61.4 percent of our life insurance premiums were written in Iowa, Minnesota, Illinois, Wisconsin and Nebraska.
Segment Revenue and Expense
We evaluate segment profit or loss based upon operating and investment results. Segment profit or loss described in the following sections of this Management's Discussion and Analysis is reported on a pre-tax basis. Additional segment information is presented in Part I, Item 1, Note 6 "Segment Information" to the unaudited Consolidated Financial Statements.
Our primary sources of revenue are premiums and investment income. Major categories of expenses include losses and loss settlement expenses, future policy benefits, underwriting and other operating expenses and interest on policyholders' accounts.
Profit Factors
Our profitability is influenced by many factors, including price, competition, economic conditions, investment returns, interest rates, catastrophic events and other natural disasters, man-made disasters, state regulations, court decisions, and changes in the law. To manage these risks and uncertainties, we seek to achieve consistent profitability through strong agency relationships, exceptional customer service, fair and prompt claims handling, disciplined underwriting, superior loss control services, prudent management of our investments, appropriate matching of assets and liabilities, effective use of ceded reinsurance and effective and efficient use of technology.
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Table of Contents
CONSOLIDATED FINANCIAL HIGHLIGHTS
Three Months Ended September 30,
Nine Months Ended September 30,
(In Thousands)
2016
2015
%
2016
2015
%
Revenues
Net premiums earned
$
260,069
$
239,421
8.6
%
$
754,854
$
681,817
10.7
%
Investment income, net of investment expenses
26,690
24,050
11.0
73,421
74,205
(1.1
)
Net realized investment gains
2,590
966
168.1
6,241
2,622
138.0
Other income
145
123
17.9
436
318
37.1
Total revenues
$
289,494
$
264,560
9.4
%
$
834,952
$
758,962
10.0
%
Benefits, Losses and Expenses
Losses and loss settlement expenses
$
176,555
$
144,526
22.2
%
$
499,095
$
421,297
18.5
%
Increase in liability for future policy benefits
14,091
12,784
10.2
42,645
32,503
31.2
Amortization of deferred policy acquisition costs
54,116
48,697
11.1
156,932
135,526
15.8
Other underwriting expenses
24,574
26,161
(6.1
)
76,099
73,241
3.9
Interest on policyholders' accounts
4,983
5,568
(10.5
)
15,368
18,207
(15.6
)
Total benefits, losses and expenses
$
274,319
$
237,736
15.4
%
$
790,139
$
680,774
16.1
%
Income before income taxes
$
15,175
$
26,824
(43.4
)%
$
44,813
$
78,188
(42.7
)%
Federal income tax expense
2,807
7,290
(61.5
)
6,904
19,957
(65.4
)
Net income
$
12,368
$
19,534
(36.7
)%
$
37,909
$
58,231
(34.9
)%
The following is a summary of our financial performance for the
three- and nine-month periods ended September 30, 2016
:
Consolidated Results of Operations
For the
three-month period ended September 30, 2016
, net income was
$12.4 million
compared to
$19.5 million
for the same period of
2015
. The decrease in net income was driven by an increase in losses and loss settlement expenses from higher catastrophe losses, commercial auto losses and large commercial fire losses, and an increase in deferred acquisition cost amortization from continued organic growth; partially offset by an increase in net premiums earned from organic growth and geographical expansion and higher investment income. Consolidated net premiums earned increased to
$260.1 million
compared to
$239.4 million
for the same period of
2015
.
For the
nine-month period ended September 30, 2016
, net income was
$37.9 million
compared to
$58.2 million
for the same period of
2015
. The decrease in net income was driven by an increase in losses and loss settlement expenses from higher catastrophe losses and large commercial fire losses, and an increase in deferred acquisition cost amortization from continued organic growth; partially offset by an increase in net premiums earned from organic growth and geographical expansion. Consolidated net premiums earned increased to
$754.9 million
compared to
$681.8 million
for the same period of
2015
.
Losses and loss settlement expenses increased by
$32.0 million
during the
three-month period ended September 30, 2016
compared to the same period of
2015
due to an increase written premiums and a deterioration in the loss ratio. The net loss ratio increased by
7.8
percentage points during the
three-month period ended September 30, 2016
compared to the same period of
2015
. The increase in the net loss ratio is primarily due to higher catastrophe losses,
37
Table of Contents
higher commercial auto losses and an increase in large commercial fire losses during the
three-month period ended September 30, 2016
.
Pre-tax catastrophe losses were
$12.5 million
for the
three-month period ended September 30, 2016
compared to
$7.0 million
in the same period of
2015
. Catastrophe losses were lower than our 10-year historical average for the third quarter, adding 5.2 percentage points to the combined ratio in the third quarter of 2016 compared to adding 3.2 percentage points to the combined ratio in the third quarter of 2015. Our 10-year historical average in the third quarter adds an average of 7.8 percentage points to the combined ratio.
Losses and loss settlement expenses increased by
$77.8 million
during the
nine-month period ended September 30, 2016
compared to the same period of
2015
due to an increase written premiums and a deterioration in the loss ratio. The net loss ratio increased by
5.0
percentage points during the
nine-month period ended September 30, 2016
compared to the same period of
2015
primarily due to an increase in catastrophe losses in the second and third quarter and due to an increase in commercial auto losses and large commercial fire losses in the third quarter. Pre-tax catastrophe losses for the nine-months year-to-date were
$52.4 million
compared to
$27.3 million
in the same period of
2015
.
Investment income increased by
$2.6 million
and decreased
$0.8 million
during the
three- and nine-month periods ended September 30, 2016
compared to the same periods of
2015
. The increase in the
three-month period ended September 30, 2016
was primarily due to the change in value of our investments in limited liability partnerships as compared to the same periods in 2015.
Consolidated Financial Condition
At
September 30, 2016
, the book value per share of our common stock was
$37.83
. During the
nine-month period ended September 30, 2016
,
67,492
shares of common stock were repurchased under our share repurchase program at a total cost of
$2.9 million
and an average share price of
$42.48
. Under our share repurchase program, which is scheduled to expire on August 31, 2018, we were authorized to repurchase an additional
2,961,394
shares of our common stock as of
September 30, 2016
.
Net unrealized investment gains totaled
$179.8 million
as of
September 30, 2016
, an increase of
$51.4 million
, net of tax, or
40.1 percent
, since
December 31, 2015
. The increase in net unrealized investment gains is primarily the result of a decrease in interest rates, which positively impacted the valuation of our fixed maturity security portfolio during 2016 and to a lesser extent an increase in the fair value of our equity security portfolio.
Our stockholders' equity increased to
$959.2 million
at
September 30, 2016
, from
$878.9 million
at
December 31, 2015
. The increase was attributable to net income of
$37.9 million
and an increase in net unrealized investment gains of
$51.4 million
, net of tax, partially offset by stockholder dividends of
$18.2 million
.
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Table of Contents
RESULTS OF OPERATIONS
Property and Casualty Insurance Segment Results
Three Months Ended September 30,
Nine Months Ended September 30,
(In Thousands Except Ratios)
2016
2015
2016
2015
Net premiums earned
$
239,469
$
218,993
$
691,976
$
628,396
Losses and loss settlement expenses
(169,303
)
(137,696
)
(475,568
)
(400,087
)
Amortization of deferred policy acquisition costs
(52,240
)
(46,847
)
(151,216
)
(130,305
)
Other underwriting expenses
(20,047
)
(21,505
)
(61,469
)
(59,625
)
Underwriting gain (loss)
$
(2,121
)
$
12,945
$
3,723
$
38,379
Investment income, net of investment expenses
14,027
10,716
35,017
33,582
Net realized investment gains
2,129
732
4,832
316
Income before income taxes
$
14,035
$
24,393
$
43,572
$
72,277
GAAP Ratios:
Net loss ratio (without catastrophes)
65.5
%
59.7
%
61.1
%
59.3
%
Catastrophes - effect on net loss ratio
5.2
3.2
7.6
4.4
Net loss ratio
(1)
70.7
%
62.9
%
68.7
%
63.7
%
Expense ratio
(2)
30.2
31.2
30.8
30.2
Combined ratio
(3)
100.9
%
94.1
%
99.5
%
93.9
%
(1) The net loss ratio is calculated by dividing the sum of losses and loss settlement expenses by net premiums earned. We use the net loss ratio as a measure of the overall underwriting profitability of the insurance business we write and to assess the adequacy of our pricing. Our net loss ratio is meaningful in evaluating our financial results as reported in our unaudited Consolidated Financial Statements.
(2) The expense ratio is calculated by dividing nondeferred underwriting expenses and amortization of deferred policy acquisition costs by net premiums earned. The expense ratio measures a company's operational efficiency in producing, underwriting and administering its insurance business.
(3) The combined ratio is a commonly used financial measure of property and casualty underwriting performance. A combined ratio below 100.0 percent generally indicates a profitable book of business. The combined ratio is the sum of the net loss ratio and the underwriting expense ratio.
For the
three- and nine-month periods ended September 30, 2016
, our property and casualty segment reported income before taxes of
$14.0 million
and
$43.6 million
, a decrease of
$10.4 million
and
$28.7 million
, respectively, compared to the same periods of
2015
. The decrease in the
three- and nine-month periods ended September 30, 2016
was driven by an increase in losses and loss settlement expenses from higher catastrophe losses, higher commercial auto losses, an increase in large commercial fire losses and an increase in deferred acquisition cost amortization from continued organic growth; partially offset by an increase in net premiums earned from organic growth and geographical expansion and an increase in investment income.
Net premiums earned increased
9.4 percent
to
$239.5 million
in the
three-month period ended September 30, 2016
, compared to
$219.0 million
in the same period of
2015
. Net premiums earned increased
10.1 percent
to
$692.0 million
in the
nine-month period ended September 30, 2016
, compared to
$628.4 million
in the same period of
2015
. These increases are a result of organic growth from a combination of new business writings and geographic expansion.
The combined ratio increased
6.8
percentage points to
100.9 percent
, for the
three-month period ended September 30, 2016
, compared to
94.1 percent
for the same period of
2015
. The combined ratio increased
5.6
percentage points to
99.5
, for the
nine-month period ended September 30, 2016
, compared to
93.9 percent
for the same period of
2015
. The increase in the combined ratio in the
three- and nine-month periods ended September 30, 2016
, as compared to the same period of
2015
, was primarily attributable to an increase in the net loss ratio from higher catastrophe losses, higher commercial auto losses and an increase in large commercial fire losses.
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Table of Contents
The net loss ratio, a component of the combined ratio, increased by
7.8
percentage points to
70.7
percent and
5.0
percentage points to
68.7 percent
in the
three- and nine-month periods ended September 30, 2016
, as compared to the same periods of
2015
due to higher catastrophe losses and an increase in large commercial fire losses. Pre-tax catastrophe losses totaled
$12.5 million
and
$52.4 million
for the
three- and nine-month periods ended September 30, 2016
, as compared to
$7.0 million
and
$27.3 million
in the same periods of
2015
.
The expense ratio, a component of the combined ratio, was
30.2
percent and
30.8 percent
for the
three- and nine-month periods ended September 30, 2016
, a decrease of
1.0
percentage point and an increase of
0.6
percentage points, respectively, as compared with the same periods of
2015
. The decrease in the three-month period ended September 30, 2016 was primarily due to a decrease in post-retirement benefit expenses and contingent commission expenses. The increase in the expense ratio in the
nine-month period ended September 30, 2016
was primarily due to
an increase in deferred acquisition cost amortization.
For a detailed discussion of our consolidated investment results, refer to the "Investment Portfolio" section below.
Reserve Development
For many liability claims, significant periods of time, ranging up to several years, and for certain construction defect claims, more than a decade, may elapse between the occurrence of the loss, the reporting of the loss to us and the settlement or other disposition of the claim. As a result, loss experience in the more recent accident years for the long-tail liability coverages has limited statistical credibility in our reserving process because a relatively small proportion of losses in these accident years are reported claims and an even smaller proportion are paid losses. In addition, long-tail liability claims are more susceptible to litigation and can be significantly affected by changing contract interpretations and the legal environment. Consequently, the estimation of loss reserves for long-tail coverages is more complex and subject to a higher degree of variability. Reserves for these long-tail coverages represent a significant portion of our overall carried reserves.
When establishing reserves and monitoring reserve adequacy, we analyze historical data and consider the potential impact of various loss development factors and trends including historical loss experience, legislative enactments, judicial decisions, legal developments in imposition of damages, experience with alternative dispute resolution, results of our medical bill review process, the potential impact of salvage and subrogation and changes and trends in general economic conditions, including the effects of inflation. All of these factors influence our estimates of required reserves and for long-tail lines these factors can change over the course of the settlement of the claim. However, there is no precise method for evaluating the specific dollar impact of any individual factor on the development of reserves.
Our reserving philosophy is to reserve claims to their ultimate expected loss amount as soon as practicable after information about a claim becomes available. This approach tends to produce, on average, prudently conservative case reserves, which we expect to result in some level of favorable development over the course of settlement.
2016 Development
The property and casualty insurance segment experienced $0.7 million and $27.1 million of favorable development in our net reserves for prior accident years for the three- and nine-month periods ended September 30, 2016, respectively. For the three-month period ended September 30, 2016 the majority of favorable development came from two lines, workers compensation with $4.3 million of favorable development and commercial liability with $2.7 million of favorable development. This was offset by unfavorable development from two other lines, commercial auto with $4.9 million of unfavorable development and commercial fire and allied lines with $2.4 million of unfavorable development. The unfavorable development in commercial auto was driven by an increase frequency and severity from an overall increase in miles driven. The unfavorable development in commercial fire and allied lines was due to latent development on weather-related claims. During the three-month period ended September 30, 2016 all other lines combined contributed favorable development of $1.0 million. The lines of business with favorable development in the three-month period ended September 30, 2016 are primarily attributable to successful management of litigation expenses.
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Table of Contents
For the nine-month period ended September 30, 2016 the majority of favorable development came from four lines, commercial liability with $16.4 million of favorable development, workers compensation with $11.5 million of favorable development, fidelity and surety with $2.2 million of favorable development and personal auto with $2.1 million of favorable development. This was partially offset by unfavorable development from commercial fire and allied lines with $6.9 million. The unfavorable development in commercial fire and allied lines was due to latent development on weather-related claims. During the nine-month period ended September 30, 2016 all other lines combined contributed favorable development of $1.8 million. The favorable development in the nine-month period ended September 30, 2016 is primarily attributable to reductions in reserves for loss adjustment expense which continues to benefit from successful management of litigation expenses.
2015 Development
The property and casualty insurance segment experienced $0.7 million and $24.1 million of favorable development in our net reserves for prior accident years for the three- and nine-month periods ended September 30, 2015, respectively. Three lines in aggregate accounted for a majority of the favorable development. The largest single contributor was workers' compensation with $1.9 million and $13.6 million, respectively, of favorable development followed by long-tail liability with $2.4 million and $8.8 million, respectively, of favorable development, and auto physical damage with $0.4 million and $4.1 million, respectively, of favorable development in the three- and nine-month periods ended September 30, 2015. The favorable development is attributable to reductions in reserves for reported claims as well as reductions in required reserves for incurred but not reported claims due to continued successful management of litigation expenses. These reserve decreases were more than sufficient to offset claim payments. The favorable development was partially offset by adverse development from commercial auto liability of $6.2 million and $2.7 million, respectively, in the three- and nine-month periods ended September 30, 2015. This adverse development experience is the result of lower fuel prices and an increase in highway roadway use by commercial vehicles. Development on assumed property and liability reinsurance is mixed with favorable development of $1.7 million for the three-month period ended September 30, 2015 and adverse development of $4.2 million for the nine-month period ended September 30, 2015. No other line of business contributed a significant portion of the total development.
Development amounts can vary significantly from quarter-to-quarter and year-to-year depending on a number of factors, including the number of claims settled and the settlement terms, and are subject to reallocation between accident years and lines of business.
At September 30, 2016
, our total reserves were within our actuarial estimates.
The following tables display our net premiums earned, net losses and loss settlement expenses and net loss ratio by line of business:
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Table of Contents
Three Months Ended September 30,
2016
2015
Net Losses
Net Losses
and Loss
and Loss
Net
Settlement
Net
Net
Settlement
Net
(In Thousands)
Premiums
Expenses
Loss
Premiums
Expenses
Loss
Unaudited
Earned
Incurred
Ratio
Earned
Incurred
Ratio
Commercial lines
Other liability
$
74,784
$
32,714
43.7
%
$
67,752
$
32,483
47.9
%
Fire and allied lines
56,451
47,086
83.4
51,913
29,534
56.9
Automobile
55,111
53,330
96.8
47,840
45,326
94.7
Workers' compensation
26,766
21,772
81.3
24,721
14,654
59.3
Fidelity and surety
5,711
908
15.9
5,709
(85
)
(1.5
)
Miscellaneous
453
39
8.6
386
57
14.8
Total commercial lines
$
219,276
$
155,849
71.1
%
$
198,321
$
121,969
61.5
%
Personal lines
Fire and allied lines
$
10,986
$
6,606
60.1
%
$
11,084
$
9,295
83.9
%
Automobile
6,386
6,328
99.1
6,119
4,952
80.9
Miscellaneous
277
(276
)
(99.6
)
260
116
44.6
Total personal lines
$
17,649
$
12,658
71.7
%
$
17,463
$
14,363
82.2
%
Reinsurance assumed
$
2,544
$
796
31.3
%
$
3,209
$
1,364
42.5
%
Total
$
239,469
$
169,303
70.7
%
$
218,993
$
137,696
62.9
%
Nine Months Ended September 30,
2016
2015
Net Losses
Net Losses
and Loss
and Loss
Net
Settlement
Net
Net
Settlement
Net
(In Thousands, Except Ratios)
Premiums
Expenses
Loss
Premiums
Expenses
Loss
Unaudited
Earned
Incurred
Ratio
Earned
Incurred
Ratio
Commercial lines
Other liability
$
215,572
$
101,378
47.0
%
$
191,725
$
101,162
52.8
%
Fire and allied lines
164,503
133,823
81.3
149,732
98,602
65.9
Automobile
157,106
140,397
89.4
136,966
116,588
85.1
Workers' compensation
77,009
53,106
69.0
71,224
36,464
51.2
Fidelity and surety
16,221
432
2.7
15,030
2,540
16.9
Miscellaneous
1,292
357
27.6
1,735
181
10.4
Total commercial lines
$
631,703
$
429,493
68.0
%
$
566,412
$
355,537
62.8
%
Personal lines
Fire and allied lines
$
32,794
$
25,442
77.6
%
$
32,990
$
24,364
73.9
%
Automobile
18,686
16,872
90.3
17,917
12,807
71.5
Miscellaneous
808
319
39.5
759
228
30.0
Total personal lines
$
52,288
$
42,633
81.5
%
$
51,666
$
37,399
72.4
%
Reinsurance assumed
$
7,985
$
3,442
43.1
%
$
10,318
$
7,151
69.3
%
Total
$
691,976
$
475,568
68.7
%
$
628,396
$
400,087
63.7
%
Below are explanations regarding significant changes in the net loss ratios by line of business;
•
Commercial fire and allied lines
- The net loss ratio deteriorated 26.5 percentage points and 15.4 percentage points in the
three- and nine-month periods ended September 30, 2016
, respectively, compared to the same periods of
2015
. The change in the three-month period ended September 30, 2016 is primarily attributable to an increase in severity in commercial fire losses as compared to the same period in 2015. The change in the
nine-month period ended September 30, 2016
is primarily due to an increase in severity of
42
Table of Contents
weather-related catastrophe claims in the second quarter and from an increase in severity in commercial fire losses in the third quarter of 2016 as compared to the same periods in 2015.
•
Commercial automobile
- The net loss ratio deteriorated 2.1 percentage points and 4.3 percentage points in the
three- and nine-month periods ended September 30, 2016
, respectively, compared to the same periods of
2015
. The change was due to an increase in frequency and severity of claims in 2016 which was primarily due to an increase in miles driven as compared to the same periods of 2015.
•
Workers' compensation
- The net loss ratio deteriorated 22.0 percentage points and 17.8 percentage points in the
three- and nine-month periods ended September 30, 2016
, respectively, compared to the same periods of
2015
. The change was primarily due to an increase in severity of claims, which were over $100 thousand in 2016 as compared to the same periods of 2015. Despite the increases, the loss ratios continue to be within our expectations for this line of business.
•
Fidelity and surety
- The net loss ratio improved in the
nine-month period ended September 30, 2016
, compared to the same period of
2015
. The change was primarily due to salvage and subrogation received in the second quarter of 2016.
•
Personal fire and allied lines
- The net loss ratio improved 23.8 percentage points and deteriorated 3.7 percentage points in the
three- and nine-month periods ended September 30, 2016
, respectively, compared to the same periods of
2015
. The change in the three months ended September 30, 2016 as compared to the same period in 2015 is primarily attributable to lower average claim severity. The change in the nine months ended September 30, 2016 as compared to the same period in 2015 is primarily attributable to a significant increase in weather-related catastrophe claims during the second quarter of 2016 when compared to the second quarter of 2015.
•
Personal automobile
- The net loss ratio deteriorated 18.2 percentage points and 18.8 percentage points in the
three- and nine-month periods ended September 30, 2016
, respectively, compared to the same periods of
2015
. The change is primarily attributable to an increase in claim frequency due to catastrophe losses during the second quarter of 2016 and an increase in severity of claims during the third quarter of 2016 when compared to the same periods of 2015.
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Table of Contents
Life Insurance Segment Results
Three Months Ended September 30,
Nine Months Ended September 30,
(In Thousands)
2016
2015
2016
2015
Revenues
Net premiums earned
$
20,600
$
20,428
$
62,878
$
53,421
Investment income, net of investment expenses
12,663
13,334
38,404
40,623
Net realized investment gains
461
234
1,409
2,306
Other income
145
123
436
318
Total revenues
$
33,869
$
34,119
$
103,127
$
96,668
Benefits, Losses and Expenses
Losses and loss settlement expenses
$
7,252
$
6,830
$
23,527
$
21,210
Increase in liability for future policy benefits
14,091
12,784
42,645
32,503
Amortization of deferred policy acquisition costs
1,876
1,850
5,716
5,221
Other underwriting expenses
4,527
4,656
14,630
13,616
Interest on policyholders' accounts
4,983
5,568
15,368
18,207
Total benefits, losses and expenses
$
32,729
$
31,688
$
101,886
$
90,757
Income before income taxes
$
1,140
$
2,431
$
1,241
$
5,911
Income before income taxes decreased $1.3 million, in the
three-month period ended September 30, 2016
as compared to the same period of
2015
. The decrease in net income was due to a decrease in investment income, an increase in losses and loss settlement expenses and an increase in the increase in liability for future policy benefits, all partially offset by a decrease in interest credited on policyholders' annuity accounts.
Income before income taxes decreased $4.7 million in the
nine-month period ended September 30, 2016
, as compared to the same period of
2015
. The decrease in net income was due to a decrease in investment income, an increase in losses and loss settlement expenses and an increase in the increase in liability for future policy benefits, all partially offset by an increase in net premiums earned from higher sales of single premium whole life policies ("SPWL") and a decrease in interest credited on policyholders' annuity accounts.
Net premiums earned increased
0.8 percent
to
$20.6 million
for the
three-month period ended September 30, 2016
, compared to
$20.4 million
in the same period of
2015
. Net premiums earned increased
17.7 percent
to
$62.9 million
for the
nine-month period ended September 30, 2016
, compared to
$53.4 million
in the same period of
2015
. The increase in net premiums earned was primarily due to an increase in sales of SPWL policies.
Net investment income decreased
5.0 percent
to
$12.7 million
for the
three-month period ended September 30, 2016
, compared to
$13.3 million
for the same period of
2015
. Net investment income decreased
5.5 percent
to
$38.4 million
for the
nine-month period ended September 30, 2016
, compared to
$40.6 million
for the same period of
2015
. The decrease is primarily due to declining reinvestment interest rates.
The increase in liability for future policy benefits increased in the
three- and nine-month periods ended September 30, 2016
, compared to the same periods of
2015
, due to an increase in sales of SPWL policies.
Deferred annuity deposits decreased 16.1 percent and 24.2 percent, respectively, for the
three- and nine-month periods ended September 30, 2016
compared to the same periods of
2015
. We continue to execute our strategy to maintain profitability rather than market share in the low interest rate environment, as spreads increased 20 basis points as compared to the same period of
2015
.
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Table of Contents
Net cash outflow related to our annuity business was
$23.8 million
and
$63.5 million
, respectively, in the
three- and nine-month periods ended September 30, 2016
, compared to a net cash outflow of
$27.3 million
and
$106.5 million
in the same periods of
2015
. We attribute this to our strategy to maintain profitability on annuity products as previously described.
For a detailed discussion of our consolidated investment results, refer to the "Investment Portfolio" section of this item.
Investment Portfolio
Our invested assets totaled $3.3 billion at
September 30, 2016
, compared to $3.1 billion at
December 31, 2015
, an increase of $110.4 million. At
September 30, 2016
, fixed maturity securities and equity securities made up
90.1
percent and
7.9
percent of the value of our investment portfolio, respectively. Because the primary purpose of our investment portfolio is to fund future claims payments, we use a conservative investment philosophy, investing in a diversified portfolio of high-quality, intermediate-term taxable corporate bonds, taxable U.S. government bonds and tax-exempt U.S. municipal bonds. Our overall investment strategy is to keep our cash on hand low in the current interest rate environment. If additional cash is needed, we can borrow funds available under our revolving credit facility.
Composition
We develop our investment strategies based on a number of factors, including estimated duration of reserve liabilities, short- and long-term liquidity needs, projected tax status, general economic conditions, expected rates of inflation, regulatory requirements, interest rates and credit quality of assets. We administer our investment portfolio based on investment guidelines approved by management and the investment committee of our Board of Directors that comply with applicable statutory regulations.
The composition of our investment portfolio at
September 30, 2016
is presented at carrying value in the following table:
Property & Casualty Insurance Segment
Life Insurance Segment
Total
Percent
Percent
Percent
(In Thousands)
of Total
of Total
of Total
Fixed maturities
(1)
Held-to-maturity
$
600
—
%
$
52
—
%
$
652
—
%
Available-for-sale
1,446,133
83.4
1,470,331
96.9
2,916,464
89.7
Trading securities
13,253
0.8
—
—
13,253
0.4
Equity securities
Available-for-sale
228,158
13.1
22,943
1.5
251,101
7.7
Trading securities
4,645
0.3
—
—
4,645
0.1
Mortgage loans
—
—
3,772
0.3
3,772
0.1
Policy loans
—
—
5,300
0.3
5,300
0.2
Other long-term investments
42,189
2.4
15,598
1.0
57,787
1.8
Short-term investments
175
—
—
—
175
—
Total
$
1,735,153
100.0
%
$
1,517,996
100.0
%
$
3,253,149
100.0
%
(1) Available-for-sale securities and trading fixed maturities are carried at fair value. Held-to-maturity fixed maturities are carried at amortized cost.
At
September 30, 2016
, we classified
$2.9 billion
, or
99.5 percent
, of our fixed maturities portfolio as available-for-sale, compared to
$2.8 billion
, or 99.5 percent, at
December 31, 2015
. We classify our remaining fixed maturities as held-to-maturity or trading. We record held-to-maturity securities at amortized cost. We record available-for-sale securities at fair value, with any changes in fair value recognized in accumulated other comprehensive income. We record trading securities, primarily convertible redeemable preferred debt securities, at fair value, with any changes in fair value recognized in earnings.
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Table of Contents
As of
September 30, 2016
and
December 31, 2015
, we did not have direct exposure to investments in subprime mortgages or other credit enhancement vehicles.
Credit Quality
The following table shows the composition of fixed maturity securities held in our available-for-sale, held-to-maturity and trading security portfolios, by credit rating at
September 30, 2016
and
December 31, 2015
. Information contained in the table is generally based upon the issued credit ratings provided by Moody's, unless the rating is unavailable, in which case we obtain credit ratings from Standard & Poor's.
(In Thousands)
September 30, 2016
December 31, 2015
Rating
Carrying Value
% of Total
Carrying Value
% of Total
AAA
$
756,179
25.8
%
$
838,318
29.6
%
AA
851,669
29.0
724,023
25.5
A
673,697
23.0
670,098
23.6
Baa/BBB
571,127
19.5
556,667
19.6
Other/Not Rated
77,697
2.7
49,149
1.7
$
2,930,369
100.0
%
$
2,838,255
100.0
%
Duration
Our investment portfolio is invested primarily in fixed maturity securities whose fair value is susceptible to market risk, specifically interest rate changes. Duration is a measurement used to quantify our inherent interest rate risk and analyze our ability to match our invested assets to our reserve liabilities. If our invested assets and reserve liabilities have similar durations, then any change in interest rates will have an equal effect on these accounts. The primary purpose for matching invested assets and reserve liabilities is liquidity. With appropriate matching, our investments will mature when cash is needed, preventing the need to liquidate other assets prematurely. Mismatches in the duration of assets and liabilities can cause significant fluctuations in our results of operations.
Investment Results
We invest the premiums received from our policyholders and annuitants in order to generate investment income, which is an important component of our revenues and profitability. The amount of investment income that we are able to generate is affected by many factors, some of which are beyond our control. Some of these factors are volatility in the financial markets, economic growth, inflation, interest rates, world political conditions, terrorist attacks or threats of terrorism, adverse events affecting other companies in our industry or the industries in which we invest and other unpredictable national or world events. Our net investment income increased by 11.0 percent and decreased 1.1 percent in the
three- and nine-month periods ended September 30, 2016
, respectively, compared with the same period of
2015
. The increase in the
three-month period ended September 30, 2016
was primarily due to the change in value of our investments in limited liability partnerships as compared to the same period in 2015. The decrease in the
nine-month period ended September 30, 2016
is primarily due to a decrease in reinvestment interest rates on our life segment portfolio. We are maintaining our investment philosophy of purchasing fixed income investments rated investment grade or better.
We hold certain investments in limited liability partnerships that are recorded on the equity method of accounting, with changes in value of these investments recorded in investment income. In the
three- and nine-month periods ended September 30, 2016
, the change in value of our investments in limited liability partnerships resulted in investment income of
$4.0 million
and investment income of
$3.7 million
, respectively as compared to investment income of
$0.4 million
and
$3.3 million
, respectively, in the same periods of
2015
. This resulted in a $3.6 million and a $0.4 million increase in investment income in the
three- and nine-month periods ended September 30, 2016
, respectively, as compared to the same periods of
2015
.
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Our net realized investment gains were
$2.6 million
and
$6.2 million
, respectively, during the
three- and nine-month periods ended September 30, 2016
, as compared with
$1.0 million
and
$2.6 million
, respectively in the same periods of
2015
.
We regularly monitor the difference between our cost basis and the estimated fair value of our investments. Our accounting policy for impairment recognition requires other-than-temporary impairment charges to be recorded when we determine that it is more likely than not that we will be unable to collect all amounts due according to the contractual terms of the fixed maturity security or that the anticipated recovery in fair value of the equity security will not occur in a reasonable amount of time. Impairment charges on investments are recorded based on the fair value of the investments at the measurement date. Factors considered in evaluating whether a decline in value is other-than-temporary include: the length of time and the extent to which fair value has been less than cost; the financial condition and near-term prospects of the issuer; our intention to hold the investment; and the likelihood that we will be required to sell the investment.
Changes in unrealized gains and losses on available-for-sale securities do not affect net income and earnings per share but do impact comprehensive income, stockholders' equity and book value per share. We believe that any unrealized losses on our available-for-sale securities at
September 30, 2016
are temporary based upon our current analysis of the issuers of the securities that we hold and current market conditions. It is possible that we could recognize impairment charges in future periods on securities that we own at
September 30, 2016
if future events and information cause us to determine that a decline in value is other-than-temporary. However, we endeavor to invest in high quality assets to provide protection from future credit quality issues and corresponding other-than-temporary impairment write-downs. In the
three- and nine-month periods ended September 30, 2016
and 2015, there were no other-than-temporary impairment write-downs.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity measures our ability to generate sufficient cash flows to meet our short- and long-term cash obligations. Our cash inflows are primarily a result of the receipt of premiums, annuity deposits, reinsurance recoveries, sales or maturities of investments, and investment income. Cash provided from these sources is used to fund the payment of losses and loss settlement expenses, policyholder benefits under life insurance contracts, annuity withdrawals, the purchase of investments, operating expenses, dividends, pension plan contributions, and in recent years, common stock repurchases.
We monitor our capital adequacy to support our business on a regular basis. The future capital requirements of our business will depend on many factors, including our ability to write new business successfully and to establish premium rates and reserves at levels sufficient to cover losses. Our ability to underwrite is largely dependent upon the quality of our claims paying and financial strength ratings as evaluated by independent rating agencies. In particular, we require (1) sufficient capital to maintain our financial strength ratings, as issued by various rating agencies, at a level considered necessary by management to enable our insurance company subsidiaries to compete and (2) sufficient capital to enable our insurance company subsidiaries to meet the capital adequacy tests performed by regulatory agencies in the United States.
Cash outflows may be variable because of the uncertainty regarding settlement dates for losses. In addition, the timing and amount of individual catastrophe losses are inherently unpredictable and could increase our liquidity requirements. The timing and amount of reinsurance recoveries may be affected by reinsurer solvency and reinsurance coverage disputes.
Historically, we have generated substantial cash inflows from operations. It is our policy to invest the cash generated from operations in securities with maturities that, in the aggregate, correlate to the anticipated timing of payments for losses and loss settlement expenses and future policyholder benefits of the underlying insurance policies, and annuity withdrawals. The majority of our assets are invested in available-for-sale fixed maturity securities.
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The following table displays a summary of cash sources and uses in
2016
and
2015
.
Cash Flow Summary
Nine Months Ended September 30,
(In Thousands)
2016
2015
Cash provided by (used in)
Operating activities
$
128,069
$
124,407
Investing activities
(20,024
)
22,430
Financing activities
(73,550
)
(113,350
)
Net increase in cash and cash equivalents
$
34,495
$
33,487
Operating Activities
Net cash flows provided by operating activities totaled
$128.1 million
and
$124.4 million
for the
nine-month periods ended September 30, 2016 and 2015
, respectively. Our cash flows from operations were sufficient to meet our liquidity needs for the
nine-month periods ended September 30, 2016 and 2015
.
Investing Activities
Cash in excess of operating requirements is generally invested in fixed maturity securities and equity securities. Fixed maturities provide regular interest payments and allow us to match the duration of our liabilities. Equity securities provide dividend income, potential dividend income growth and potential appreciation. For further discussion of our investments, including our philosophy and our strategy for our portfolio, see the "Investment Portfolio" section of this item.
In addition to investment income, possible sales of investments and proceeds from calls or maturities of fixed maturity securities also can provide liquidity. During the next five years,
$0.9 billion
, or
30.4 percent
, of our fixed maturity portfolio will mature.
We invest funds required for short-term cash needs primarily in money market accounts, which are classified as cash equivalents. At
September 30, 2016
, our cash and cash equivalents included $58.3 million related to these money market accounts, compared to $20.8 million at
December 31, 2015
.
Net cash flows used in investing activities were
$20.0 million
for the
nine-month period ended September 30, 2016
compared to
$22.4 million
for the
nine-month period ended September 30, 2015
. For the
nine-month periods ended September 30, 2016 and 2015
, we had cash inflows from scheduled and unscheduled investment maturities, redemptions, prepayments, and sales of investments of $435.3 million and $539.9 million, respectively.
Our cash outflows for investment purchases
were $449.2 million for the
nine-month period ended September 30, 2016
, compared to $506.7 million for the same period of
2015
.
Financing Activities
Net cash flows used in financing activities were
$73.6 million
and
$113.4 million
for the
nine-month periods ended September 30, 2016 and 2015
, respectively. The decrease reflects a lower level of net annuity withdrawals and the increase in the issuance of common stock in the
nine-month period ended September 30, 2016
, compared to the same period of
2015
.
Credit Facilities
On February 2, 2016, the Company, as borrower, entered into a Credit Agreement by and among the Company, with the lenders from time to time party thereto and KeyBank National Association, as administrative agent, swingline lender and letter of credit issuer. As of
September 30, 2016
, there were no balances outstanding under this credit agreement. For further discussion of our credit agreement, refer to Part I, Item 1, Note 8 "Credit Facility" to the unaudited Consolidated Financial Statements.
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Dividends
Dividends paid to shareholders totaled
$18.2 million
and
$16.0 million
in the
nine-month periods ended September 30, 2016 and 2015
, respectively. Our practice has been to pay quarterly cash dividends, which we have paid every quarter since March 1968.
Payments of any future dividends and the amounts of such dividends, however, will depend upon factors such as net income, financial condition, capital requirements, and general business conditions. We will only pay dividends if declared by our Board of Directors out of legally available funds.
As a holding company with no independent operations of its own, United Fire Group, Inc. relies on dividends received from its insurance company subsidiaries in order to pay dividends to its common shareholders. Dividends payable by our insurance subsidiaries are governed by the laws in the states in which they are domiciled, and if applicable, commercially domiciled. In all cases, these state laws permit the payment of dividends only from earned surplus arising from business operations. For example, under Iowa law, the maximum dividend or distribution that may be paid within a 12-month period without prior approval of the Iowa Insurance Commissioner is generally restricted to the greater of 10 percent of statutory surplus as of the preceding December 31, or net income of the preceding calendar year on a statutory basis, not greater than earned statutory surplus. Other states in which our insurance company subsidiaries are domiciled may impose similar restrictions on dividends and distributions. Based on these restrictions, at
September 30, 2016
, United Fire Group Inc.'s sole direct insurance company subsidiary, United Fire & Casualty Company, is able to make a maximum of $58.2 million in dividend payments without prior regulatory approval. These restrictions will not have a material impact in meeting the cash obligations of United Fire Group, Inc.
Stockholders' Equity
Stockholders' equity increased
9.1 percent
to
$959.2 million
at
September 30, 2016
, from
$878.9 million
at
December 31, 2015
. The increase was primarily attributable to net income of
$37.9 million
and an increase in net unrealized investment gains of
$51.4 million
, net of tax, during the first nine months of 2016, partially offset by shareholder dividends of
$18.2 million
. At
September 30, 2016
, the book value per share of our common stock was
$37.83
compared to
$34.94
at
December 31, 2015
.
Funding Commitments
Pursuant to an agreement with one of our limited liability partnership investments, we are contractually committed through December 31, 2023, to make capital contributions upon request of the partnership. Our remaining potential contractual obligation was
$9.7 million
at
September 30, 2016
.
MEASUREMENT OF RESULTS
Management evaluates our operations by monitoring key measures of growth and profitability. The following section provides further explanation of the key measures management uses to evaluate our results.
Catastrophe losses
is a commonly used financial measure that uses the designations of the Insurance Services Office (ISO) and are reported with losses and loss settlement expense amounts net of reinsurance recoverables, unless specified otherwise. According to the ISO, a catastrophe loss is defined as a single unpredictable incident or series of closely related incidents that result in $25.0 million or more in U.S. industry-wide direct insured losses to property and that affect a significant number of insureds and insurers ("ISO catastrophe"). In addition to ISO catastrophes, we also include as catastrophes those events ("non-ISO catastrophes"), which may include U.S. or international losses that we believe are, or will be, material to our operations, either in amount or in number of claims made. Management, at times, may determine for comparison purposes that it is more meaningful to exclude extraordinary catastrophe losses and resulting litigation. The frequency and severity of catastrophic losses we experience in any year affect our results of operations and financial position. In analyzing the underwriting performance of our property and casualty insurance segment, we evaluate performance both including and excluding catastrophe losses. Portions of our catastrophe losses may be recoverable under our catastrophe reinsurance
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agreements. We include a discussion of the impact of catastrophes because we believe it is meaningful for investors to understand the variability in our periodic earnings.
Three Months Ended September 30,
Nine Months Ended September 30,
(In Thousands)
2016
2015
2016
2015
ISO catastrophes
$
10,517
$
4,916
$
49,686
$
24,950
Non-ISO catastrophes
(1)
2,014
2,039
2,711
2,386
Total catastrophes
$
12,531
$
6,955
$
52,397
$
27,336
(1) This number includes international assumed losses.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have exposure to market risk arising from potential losses in our investment portfolio due to adverse changes in interest rates and market prices. However, we have the ability to hold fixed maturity investments to maturity. Our investment guidelines define the overall framework for managing our market and other investment risks, including accountability and controls. In addition, each of our subsidiaries has specific investment policies that delineate the investment limits and strategies that are appropriate given each entity's liquidity, surplus, product, and regulatory requirements. We respond to market risk by managing the character of investment purchases.
It is our philosophy that we do not utilize financial hedges or derivative financial instruments to manage risks, nor do we enter into any swap, forward or option contracts, but attempt to mitigate our exposure through active portfolio management. In addition, we place the majority of our investments in high-quality, liquid securities and limit the amount of credit exposure to any one issuer. At
September 30, 2016
, we did not have direct exposure to investments in sub-prime mortgages or other credit-enhancement exposures.
While our primary market risk exposure is to changes in interest rates, we do have limited exposure to changes in equity prices and limited exposure to foreign currency exchange rates.
There have been no material changes in our market risk or market risk factors from what we reported in our Annual Report on Form 10-K for the year ended
December 31, 2015
.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this report, were designed and functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Changes in Internal Control Over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated our internal control over financial reporting to determine whether any changes occurred during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on this evaluation, no such change in our internal control over financial reporting occurred during the fiscal quarter to which this report relates.
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Table of Contents
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of its business, the Company is a party to a variety of legal proceedings. While the final outcome of these legal proceedings cannot be predicted with certainty, management believes all of the proceedings pending as of
September 30, 2016
to be ordinary and routine and does not expect these legal proceedings to have a material adverse effect on the Company's financial position or results of operations.
ITEM 1A. RISK FACTORS
Our business is subject to a number of risks, including those identified in Part I, Item 1A "Risk Factors" in our
2015
Annual Report on Form 10-K filed with the SEC on
February 26, 2016
, that could have a material effect on our business, results of operations, financial condition, and/or liquidity and that could cause our operating results to vary significantly from period to period. The risks described in the above mentioned report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also have a material effect on our business, results of operations, financial condition and/or liquidity.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Under our share repurchase program, first announced in August 2007, we may purchase UFG common stock from time to time on the open market or through privately negotiated transactions. The amount and timing of any purchases will be at our discretion and will depend upon a number of factors, including the share price, general economic and market conditions, and corporate and regulatory requirements.
The following table provides information with respect to purchases of shares of common stock made by or on our behalf or by any "affiliated purchaser," as defined in Rule 10b-18(a)(3) under the Exchange Act, during the
three-month period ended September 30, 2016
.
Total Number of Shares
Maximum Number of
Total
Purchased as a Part of
Shares that may yet be
Number of
Average Price
Publicly Announced
Purchased Under the
Period
Shares Purchased
Paid per Share
Plans or Programs
Plans or Programs
(1)
7/1/2016 - 7/31/2016
—
$
—
—
1,528,886
8/1/2016 - 8/30/2016
26,564
42.74
26,564
3,002,322
9/1/2016 - 9/30/2016
40,928
42.31
40,928
2,961,394
Total
67,492
$
42.48
67,492
(1) Our share repurchase program was originally announced in August 2007. In August 2016, our Board of Directors authorized the repurchase of up to an additional 1,500,000 shares of common stock through the end of August 2018. This is in addition to the 1,528,886 shares of common stock remaining under its previous authorizations.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
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Table of Contents
ITEM 6. EXHIBITS
Exhibit number
Exhibit description
Filed herewith
31.1
Certification of Randy A. Ramlo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Dawn M. Jaffray pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1
Certification of Randy A. Ramlo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2
Certification of Dawn M. Jaffray pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.1
The following financial information from United Fire Group, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 formatted in XBRL: (i) Consolidated Balance Sheets at September 30, 2016 (unaudited) and December 31, 2015; (ii) Consolidated Statements of Income and Comprehensive Income (unaudited) for the three and nine months ended September 30, 2016 and 2015; (iii) Consolidated Statement of Stockholders’ Equity (unaudited) for the nine months ended September 30, 2016; (iv) Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2016 and 2015; and (v) Notes to Unaudited Consolidated Financial Statements, tagged as a block of text.
X
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UNITED FIRE GROUP, INC.
(Registrant)
/s/ Randy A. Ramlo
/s/ Dawn M. Jaffray
Randy A. Ramlo
Dawn M. Jaffray
President, Chief Executive Officer,
Senior Vice President, Chief Financial Officer and
Director and Principal Executive Officer
Principal Accounting Officer
November 2, 2016
November 2, 2016
(Date)
(Date)
54