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Watchlist
Account
United Fire Group
UFCS
#6058
Rank
$0.95 B
Marketcap
๐บ๐ธ
United States
Country
$37.60
Share price
2.48%
Change (1 day)
28.20%
Change (1 year)
๐ฆ Insurance
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Annual Reports (10-K)
United Fire Group
Quarterly Reports (10-Q)
Financial Year FY2017 Q3
United Fire Group - 10-Q quarterly report FY2017 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, 2017
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
☒
NO
☐
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
☒
NO
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
☐
NO
☒
As of
November 6, 2017
,
24,877,643
shares of common stock were outstanding.
Table of Contents
United Fire Group, Inc.
Index to Quarterly Report on Form 10-Q
September 30, 2017
Page
Forward-Looking Information
1
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016
2
Consolidated Statements of Income and Comprehensive Income (unaudited) for the three and nine-month periods ended September 30, 2017 and 2016
3
Consolidated Statement of Stockholders’ Equity (unaudited) for the nine-month period ended September 30, 2017
4
Consolidated Statements of Cash Flows (unaudited) for the nine-month periods ended September 30, 2017 and 2016
5
Notes to Unaudited Consolidated Financial Statements
6
Review
Report of Independent Registered Public Accounting Firm
42
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
43
Item 3. Quantitative and Qualitative Disclosures About Market Risk
58
Item 4. Controls and Procedures
58
Part II. Other Information
Item 1. Legal Proceedings
59
Item 1A. Risk Factors
59
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
59
Item 3. Defaults Upon Senior Securities
59
Item 4. Mine Safety Disclosures
59
Item 5. Other Information
59
Item 6. Exhibits
60
Signatur
es
61
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 Annual Report on Form 10-K for the year ended December 31,
2016
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; changes in 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;
•
Competitive, legal, regulatory or tax changes that affect the distribution cost or demand for our products through our independent agent/agency distribution network; and
•
The satisfaction of the conditions precedent to the consummation of the sale of our life insurance subsidiary, including the receipt of regulatory approvals.
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,
2017
December 31,
2016
(unaudited)
ASSETS
Investments
Fixed maturities
Held-to-maturity, at amortized cost (fair value $150 in 2017 and $150 in 2016)
$
150
$
150
Available-for-sale, at fair value (amortized cost $1,480,730 in 2017 and $1,458,235 in 2016)
1,498,662
1,453,286
Trading securities, at fair value (amortized cost $11,833 in 2017 and $13,054 in 2016)
13,673
14,390
Equity securities
Available-for-sale, at fair value (cost $57,387 in 2017 and $59,994 in 2016)
269,341
246,370
Trading securities, at fair value (cost $5,888 in 2017 and $5,434 in 2016)
6,330
5,644
Other long-term investments
49,966
51,769
Short-term investments
175
175
1,838,297
1,771,784
Cash and cash equivalents
98,610
89,194
Accrued investment income
14,911
13,617
Premiums receivable (net of allowance for doubtful accounts of $1,170 in 2017 and $1,255 in 2016)
351,410
306,202
Deferred policy acquisition costs
97,477
93,362
Property and equipment
(primarily land and buildings, at cost, less accumulated depreciation of $52,081 in 2017 and $50,925 in 2016)
64,520
55,524
Reinsurance receivables and recoverables
68,116
62,707
Prepaid reinsurance premiums
3,821
3,782
Income taxes receivable
21,360
14,285
Goodwill and intangible assets
24,163
24,740
Other assets
15,302
13,943
Assets held for sale
1,592,846
1,605,618
TOTAL ASSETS
$
4,190,833
$
4,054,758
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Losses and loss settlement expenses
$
1,237,280
$
1,123,896
Unearned premiums
490,443
443,802
Accrued expenses and other liabilities
130,618
147,104
Deferred income taxes
24,707
7,849
Liabilities held for sale
1,363,737
1,390,223
TOTAL LIABILITIES
$
3,246,785
$
3,112,874
Stockholders’ Equity
Common stock, $0.001 par value; authorized 75,000,000 shares; 24,849,889 and 25,429,769 shares issued and outstanding in 2017 and 2016, respectively
$
25
$
25
Additional paid-in capital
193,114
216,482
Retained earnings
600,988
616,322
Accumulated other comprehensive income, net of tax
149,921
109,055
TOTAL STOCKHOLDERS’ EQUITY
$
944,048
$
941,884
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
4,190,833
$
4,054,758
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)
2017
2016
2017
2016
Revenues
Net premiums earned
$
255,758
$
239,469
$
737,424
$
691,976
Investment income, net of investment expenses
13,792
14,027
38,561
35,017
Net realized investment gains (includes reclassifications for net unrealized investment gains on available-for-sale securities of $419 and $5,799 in 2017 and $2,320 and $4,666 in 2016; previously included in accumulated other comprehensive income)
67
2,129
3,397
4,832
Total revenues
$
269,617
$
255,625
$
779,382
$
731,825
Benefits, Losses and Expenses
Losses and loss settlement expenses
$
223,208
$
169,303
$
568,356
$
475,568
Amortization of deferred policy acquisition costs
52,986
52,240
154,845
151,216
Other underwriting expenses (includes reclassifications for employee benefit costs of $1,352 and $4,056 in 2017 and $1,371 and $4,113 in 2016; previously included in accumulated other comprehensive income)
25,817
20,047
69,900
61,469
Total benefits, losses and expenses
$
302,011
$
241,590
$
793,101
$
688,253
Income (loss) from continuing operations before income taxes
$
(32,394
)
$
14,035
$
(13,719
)
$
43,572
Federal income tax expense (benefit) (includes reclassifications of $327 and ($610) in 2017 and ($332) and ($194) in 2016; previously included in accumulated other comprehensive income)
(13,312
)
2,407
(13,330
)
6,489
Income (loss) from continuing operations
$
(19,082
)
$
11,628
$
(389
)
$
37,083
Income from discontinued operations, net of taxes
1,218
740
5,419
826
Net income (loss)
$
(17,864
)
$
12,368
$
5,030
$
37,909
Other comprehensive income (loss)
Change in net unrealized appreciation on investments
$
18,995
$
(9,440
)
$
64,614
$
83,768
Change in liability for underfunded employee benefit plans
—
—
—
—
Other comprehensive income , before tax and reclassification adjustments
$
18,995
$
(9,440
)
$
64,614
$
83,768
Income tax effect
(6,648
)
3,304
(22,615
)
(29,320
)
Other comprehensive income, after tax, before reclassification adjustments
$
12,347
$
(6,136
)
$
41,999
$
54,448
Reclassification adjustment for net realized investment gains included in income
$
(419
)
$
(2,320
)
$
(5,799
)
$
(4,666
)
Reclassification adjustment for employee benefit costs included in expense
1,352
1,371
4,056
4,113
Total reclassification adjustments, before tax
$
933
$
(949
)
$
(1,743
)
$
(553
)
Income tax effect
(327
)
332
610
194
Total reclassification adjustments, after tax
$
606
$
(617
)
$
(1,133
)
$
(359
)
Comprehensive income (loss)
$
(4,911
)
$
5,615
$
45,896
$
91,998
Diluted weighted average common shares outstanding
24,960,086
25,815,346
25,666,405
25,711,014
Earnings per common share from continuing operations:
Basic
$
(0.77
)
$
0.46
$
(0.01
)
$
1.47
Diluted
(0.77
)
0.45
(0.01
)
1.44
Earnings per common share:
Basic
$
(0.72
)
$
0.49
$
0.20
$
1.50
Diluted
(0.72
)
0.48
0.20
1.47
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, 2017
Common stock
Balance, beginning of year
$
25
Shares repurchased (701,899 shares)
—
Shares issued for stock-based awards (131,777 shares)
—
Balance, end of period
$
25
Additional paid-in capital
Balance, beginning of year
$
216,482
Compensation expense and related tax benefit for stock-based award grants
3,456
Shares repurchased
(29,784
)
Shares issued for stock-based awards
2,960
Balance, end of period
$
193,114
Retained earnings
Balance, beginning of year
$
616,322
Net income
5,030
Dividends on common stock ($0.81 per share)
(20,364
)
Balance, end of period
$
600,988
Accumulated other comprehensive income, net of tax
Balance, beginning of year
$
109,055
Change in net unrealized investment appreciation
(1)
38,230
Change in liability for underfunded employee benefit plans
(2)
2,636
Balance, end of period
$
149,921
Summary of changes
Balance, beginning of year
$
941,884
Net income
5,030
All other changes in stockholders’ equity accounts
(2,866
)
Balance, end of period
$
944,048
(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)
2017
2016
Cash Flows From Operating Activities
Net income
$
5,030
$
37,909
Less net income from discontinued operations, net of taxes
5,419
826
Adjustments to reconcile net income to net cash provided by operating activities
Net accretion of bond premium
6,663
5,181
Depreciation and amortization
3,501
4,879
Stock-based compensation expense
3,456
2,731
Net realized investment gains
(3,397
)
(4,832
)
Net cash flows from trading investments
816
(36
)
Deferred income tax benefit
(4,979
)
(3,847
)
Changes in:
Accrued investment income
(1,294
)
(831
)
Premiums receivable
(45,208
)
(54,725
)
Deferred policy acquisition costs
(4,115
)
(10,268
)
Reinsurance receivables
(5,409
)
(12,224
)
Prepaid reinsurance premiums
(39
)
(212
)
Income taxes receivable
(7,075
)
(11,370
)
Other assets
(1,358
)
659
Future policy benefits and losses, claims and loss settlement expenses
113,384
86,272
Unearned premiums
46,641
53,699
Accrued expenses and other liabilities
(12,430
)
(6,198
)
Income taxes payable
—
(4,917
)
Deferred income taxes
1,794
2,665
Other, net
1,920
(1,605
)
Cash from operating activities - continuing operations
92,871
45,021
Cash from operating activities - discontinued operations
23,814
45,965
Total adjustments
$
116,685
$
90,986
Net cash provided by operating activities
$
116,296
$
128,069
Cash Flows From Investing Activities
Proceeds from sale of available-for-sale investments
$
3,388
$
1,968
Proceeds from call and maturity of available-for-sale investments
134,503
260,520
Proceeds from short-term and other investments
4,846
1,725
Purchase of available-for-sale investments
(162,121
)
(313,060
)
Purchase of short-term and other investments
(4,864
)
(2,772
)
Net purchases and sales of property and equipment
(11,630
)
(6,090
)
Cash from investing activities - continuing operations
(35,878
)
(57,709
)
Cash from investing activities - discontinued operations
31,517
37,685
Net cash used in investing activities
$
(4,361
)
$
(20,024
)
Cash Flows From Financing Activities
Payment of cash dividends
$
(20,364
)
$
(18,246
)
Repurchase of common stock
(29,784
)
(2,867
)
Issuance of common stock
2,960
7,149
Tax impact from issuance of common stock
—
(482
)
Cash from financing activities - continuing operations
(47,188
)
(14,446
)
Cash from financing activities - discontinued operations
(46,239
)
(59,104
)
Net cash used in financing activities
$
(93,427
)
$
(73,550
)
Net Change in Cash and Cash Equivalents
$
18,508
$
34,495
Less: decrease (increase) in cash and cash equivalents - discontinued operations
(9,092
)
(24,546
)
Net increase in cash and cash equivalents - continuing operations
9,416
9,949
Cash and Cash Equivalents at Beginning of Period - Continuing Operations
89,194
89,496
Cash and Cash Equivalents at End of Period - Continuing Operations
$
98,610
$
99,445
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. 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.
Discontinued Operations
We have historically reported our operations in
two
business segments: property and casualty insurance and life insurance. On September 18, 2017, the Company signed a definitive agreement to sell its subsidiary, United Life Insurance Company, to Kuvare US Holdings, Inc. ("Kuvare"). As a result, our life insurance business, previously a separate segment, has been considered held for sale and reported as discontinued operations in the Consolidated Balance Sheets, Consolidated Statements of Income and Comprehensive Income and Consolidated Statements of Cash Flows (collectively, the "Consolidated Financial Statements"). Subsequent to the announcement of this sale, our continuing operations are now reported as
one
business segment. All current and prior periods reflected in this Form 10-Q have been presented as continuing and discontinued operations, unless otherwise noted. The sale is expected to close in the first half of 2018, subject to customary conditions, including regulatory approval. For more information, refer to Note 11. Discontinued Operations.
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, 2016
. The review report of Ernst & Young LLP as of
September 30, 2017
and for the
three- and nine-month periods ended September 30, 2017 and 2016
accompanies the unaudited Consolidated Financial Statements included in Part I, Item 1 "Financial Statements."
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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, 2017 and 2016
, we made payments for income taxes for continuing operations totaling
$7,648
and
$24,026
, respectively. We received a tax refund of
$10,000
during the
nine-month period ended September 30, 2017
. We did
no
t receive a tax refund during the
nine-month period ended September 30, 2016
.
For the
nine-month periods ended September 30, 2017 and 2016
, we made
no
interest payments (excluding interest credited to policyholders’ accounts).
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, 2017
.
Continuing Operations
Discontinued Operations
Property & Casualty Insurance
Life Insurance
Total
Recorded asset at beginning of period
$
93,362
$
70,750
$
164,112
Underwriting costs deferred
158,960
4,192
163,152
Amortization of deferred policy acquisition costs
(154,845
)
(5,524
)
(160,369
)
Ending unamortized deferred policy acquisition costs
$
97,477
$
69,418
$
166,895
Impact of unrealized gains and losses on available-for-sale securities
—
(3,582
)
(3,582
)
Recorded asset at September 30, 2017
$
97,477
$
65,836
$
163,313
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
$9,995
and
$6,413
at
September 30, 2017
and
December 31, 2016
, respectively.
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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 benefit from continuing and discontinued operations on a consolidated basis of
$10,400
and a federal income tax expenses
$6,904
for the
nine-month periods ended September 30, 2017 and 2016
, 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 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, 2017
or
December 31, 2016
. 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.
With regard to the sale of our life insurance subsidiary, federal income taxes will be allocated to continuing and discontinued operations in accordance with the Company’s tax allocation agreement and the terms of the definitive agreement related to the sale.
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 2014. The Internal Revenue Service is conducting routine examinations of our income tax return for the 2015 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 2017
Share-Based Payments
In March 2016, the Financial Accounting Standards Board ("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 adopted the new guidance prospectively as of January 1, 2017. The new guidance resulted in classification changes between the financing and operating section of the Statement of Cash Flow for stock based compensation expense. The adoption also resulted in a tax benefit of
$62
and
$546
during the three- and nine-months ended September 30, 2017.
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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 adopted the new guidance as of January 1, 2017. The adoption had no impact on the Company's financial position and results of operations since we do not currently report deferred taxes in classified balance sheets.
Pending Adoption of Accounting Standards
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 1, 2018. The Company has completed its review of revenue streams under this new guidance and concluded that the adoption of the new guidance will have no impact on the Company's reporting and disclosure of net premiums earned from insurance contracts, net investment income or net realized gains and losses, as these items are not within the scope of this new guidance. The Company's primary revenue streams from insurance contracts, investment income and net realized gains and losses, are out of scope under this new guidance. The remaining revenue streams are immaterial and not impacted by the new standard.
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. If the new guidance were adopted as of September 30, 2017, there would be a reclassification from accumulated other comprehensive income to retained earnings equal to the amount of net unrealized gains and losses on available-for-sale equity securities at December 31, 2016 disclosed in Note 2 "Summary of Investments," of this section. The impact to net realized gains (losses) would equal the change in net unrealized gains and losses on available-for-sale equity securities between September 30, 2017 and December 31, 2016, in the same tables.
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 reviewing the updates to the eight existing cash flow issues. Currently, management believes that one existing cash flow issue will be impacted by these updates. Management believes the update will have no impact on the Company's financial position and results of operations but may effect the current classification of the cash flow in the Statement of Cash Flows.
9
Table of Contents
Defined Benefit Retirement Plan Cost
In March 2017, the FASB issued guidance on the presentation of net periodic benefit costs of defined benefit retirement benefit plans in the Statements of Income. The new guidance requires the service cost component of net periodic benefit cost of defined benefit plans to be presented in the same line in the Statements of Income as other employee compensation expenses. Also, under the new guidance, the service cost component of the net periodic benefit costs will be the only portion of costs subject to be capitalized in assets. 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 presentation of net periodic benefit costs in its financial statements and the impact on the Company's financial position and results of operations.
Share-Based Payments
In May 2017, the FASB issued new guidance which clarifies and addresses the diversity in practice when there is a change in the terms of a share-based payment award. The updated guidance clarifies when to use modification accounting when there is a change in the terms of a share-based payment and provides three conditions where modification accounting should not be applied. The new guidance is effective for annual and interim periods beginning after December 15, 2017. 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. The Company has created an inventory of its leases and has calculated the current minimum future lease payment, which is disclosed in Note 13 "Lease Commitments" of our Annual Report on Form 10-K for the year ended December 31, 2016.
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, results of operations and key processes.
Income Taxes - Intra-entity Transfers
In October 2016, the FASB issued new guidance on the income tax treatment of intra-entity transfers. The new guidance replaces the current guidance which prohibits the recognition of current and deferred income taxes of intra-entity transfers until the asset is sold externally. Under the new guidance, the exemption is eliminated and income taxes will be recognized on transfers of intra-entity assets. The new guidance is effective for annual periods beginning after December 15, 2018 and interim periods beginning after December 15, 2019. 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.
Goodwill
In January 2017, the FASB issued new guidance which simplifies the test for goodwill impairment. The new guidance eliminates the implied fair value calculation when measuring a goodwill impairment charge. Under the new guidance, impairment charges will be based on the excess of the carrying value over fair value of goodwill. The
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Table of Contents
new guidance is effective for annual and interim periods beginning after December 15, 2019. The Company will adopt the new guidance as of January 1, 2020 and is currently evaluating the impact on the Company's financial position and results of operations.
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, presented on a consolidated basis, including both continuing and discontinued operations as of
September 30, 2017
and
December 31, 2016
, is as follows:
September 30, 2017
Type of Investment
Cost or Amortized Cost
Gross Unrealized Appreciation
Gross Unrealized Depreciation
Fair Value
HELD-TO-MATURITY
Fixed maturities:
Bonds
Corporate bonds - financial services
$
150
$
—
$
—
$
150
Mortgage-backed securities
38
1
—
39
Total Held-to-Maturity Fixed Maturities
$
188
$
1
$
—
$
189
AVAILABLE-FOR-SALE
Fixed maturities:
Bonds
U.S. Treasury
$
22,032
$
40
$
91
$
21,981
U.S. government agency
98,523
1,518
516
99,525
States, municipalities and political subdivisions
General obligations:
Midwest
120,549
2,388
499
122,438
Northeast
50,174
1,478
73
51,579
South
142,172
2,463
1,210
143,425
West
113,135
2,474
963
114,646
Special revenue:
Midwest
151,634
3,646
494
154,786
Northeast
79,159
1,061
795
79,425
South
261,141
4,421
2,974
262,588
West
157,622
2,676
1,940
158,358
Foreign bonds
54,300
1,907
—
56,207
Public utilities
201,418
4,538
200
205,756
Corporate bonds
Energy
96,373
2,367
95
98,645
Industrials
209,076
5,323
109
214,290
Consumer goods and services
181,471
5,049
135
186,385
Health care
75,775
2,600
—
78,375
Technology, media and telecommunications
143,024
3,308
193
146,139
Financial services
252,373
6,939
303
259,009
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Mortgage-backed securities
14,496
169
179
14,486
Collateralized mortgage obligations
Government national mortgage association
153,896
2,292
1,458
154,730
Federal home loan mortgage corporation
191,246
2,410
3,132
190,524
Federal national mortgage association
106,326
2,240
832
107,734
Asset-backed securities
4,280
345
3
4,622
Total Available-for-Sale Fixed Maturities
$
2,880,195
$
61,652
$
16,194
$
2,925,653
Equity securities:
Common stocks
Public utilities
$
6,394
$
15,750
$
58
$
22,086
Energy
6,514
7,998
106
14,406
Industrials
13,117
49,890
164
62,843
Consumer goods and services
10,070
14,872
154
24,788
Health care
7,763
29,463
—
37,226
Technology, media and telecommunications
6,006
10,215
136
16,085
Financial services
11,630
101,813
73
113,370
Nonredeemable preferred stocks
992
161
—
1,153
Total Available-for-Sale Equity Securities
$
62,486
$
230,162
$
691
$
291,957
Total Available-for-Sale Securities
$
2,942,681
$
291,814
$
16,885
$
3,217,610
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Table of Contents
December 31, 2016
Type of Investment
Cost or Amortized Cost
Gross Unrealized Appreciation
Gross Unrealized Depreciation
Fair Value
HELD-TO-MATURITY
Fixed maturities:
Bonds
Corporate bonds - financial services
$
150
$
—
$
—
$
150
Mortgage-backed securities
48
1
—
49
Total Held-to-Maturity Fixed Maturities
$
198
$
1
$
—
$
199
AVAILABLE-FOR-SALE
Fixed maturities:
Bonds
U.S. Treasury
$
23,216
$
87
$
108
$
23,195
U.S. government agency
76,692
1,445
540
77,597
States, municipalities and political subdivisions
General obligations:
Midwest
143,747
1,808
1,412
144,143
Northeast
57,731
909
231
58,409
South
129,475
1,249
2,355
128,369
West
114,524
1,380
2,173
113,731
Special revenue:
Midwest
167,430
2,313
1,433
168,310
Northeast
70,202
487
2,624
68,065
South
244,225
1,753
6,791
239,187
West
134,287
1,509
4,052
131,744
Foreign bonds
62,995
2,239
—
65,234
Public utilities
212,360
3,761
447
215,674
Corporate bonds
Energy
107,084
2,195
419
108,860
Industrials
225,526
5,359
982
229,903
Consumer goods and services
178,135
3,847
295
181,687
Health care
81,211
2,063
151
83,123
Technology, media and telecommunications
143,402
2,029
819
144,612
Financial services
269,981
5,328
1,358
273,951
Mortgage-backed securities
17,288
201
241
17,248
Collateralized mortgage obligations
Government national mortgage association
145,947
1,279
2,766
144,460
Federal home loan mortgage corporation
176,226
1,638
3,406
174,458
Federal national mortgage association
101,414
1,816
1,334
101,896
Asset-backed securities
4,407
145
282
4,270
Total Available-for-Sale Fixed Maturities
$
2,887,505
$
44,840
$
34,219
$
2,898,126
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Equity securities:
Common stocks
Public utilities
$
6,394
$
13,465
$
188
$
19,671
Energy
6,514
8,555
22
15,047
Industrials
13,252
38,715
173
51,794
Consumer goods and services
10,324
13,851
58
24,117
Health care
7,763
19,657
—
27,420
Technology, media and telecommunications
5,931
9,476
38
15,369
Financial services
17,289
98,728
67
115,950
Nonredeemable preferred stocks
1,037
11
—
1,048
Total Available-for-Sale Equity Securities
$
68,504
$
202,458
$
546
$
270,416
Total Available-for-Sale Securities
$
2,956,009
$
247,298
$
34,765
$
3,168,542
The following table is 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 for continuing and discontinued operations by investment type at
September 30, 2017
and
December 31, 2016
:
September 30, 2017
Type of Investment
Cost or Amortized Cost
Gross Unrealized Appreciation
Gross Unrealized Depreciation
Fair Value
HELD-TO-MATURITY
Fixed maturities:
Continuing operations
$
150
$
—
$
—
$
150
Discontinued operations
38
1
—
39
Total Held-to-Maturity Fixed Maturities
$
188
$
1
$
—
189
AVAILABLE-FOR-SALE
Fixed maturities:
Continuing operations
$
1,480,730
$
28,606
$
10,674
$
1,498,662
Discontinued operations
1,399,465
33,046
5,520
1,426,991
Total Available-for-Sale Fixed Maturities
$
2,880,195
$
61,652
$
16,194
$
2,925,653
Equity securities:
Continuing operations
$
57,387
$
212,545
$
591
$
269,341
Discontinued operations
5,099
17,617
100
22,616
Total Available-for-Sale Equity Securities
$
62,486
$
230,162
$
691
$
291,957
Total Available-for-Sale Securities
$
2,942,681
$
291,814
$
16,885
$
3,217,610
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Table of Contents
December 31, 2016
Type of Investment
Cost or Amortized Cost
Gross Unrealized Appreciation
Gross Unrealized Depreciation
Fair Value
HELD-TO-MATURITY
Fixed maturities:
Continuing operations
$
150
$
—
$
—
$
150
Discontinued operations
48
1
—
49
Total Held-to-Maturity Fixed Maturities
$
198
$
1
$
—
$
199
AVAILABLE-FOR-SALE
Fixed maturities:
Continuing operations
$
1,458,235
$
18,725
$
23,674
$
1,453,286
Discontinued operations
1,429,270
26,115
10,545
1,444,840
Total Available-for-Sale Fixed Maturities
2,887,505
44,840
34,219
2,898,126
Equity securities:
Continuing operations
$
59,994
$
186,692
$
316
$
246,370
Discontinued operations
8,510
15,766
230
24,046
Total Available-for-Sale Equity Securities
68,504
202,458
546
270,416
Total Available-for-Sale Securities
$
2,956,009
$
247,298
$
34,765
$
3,168,542
Maturities
The amortized cost and fair value of held-to-maturity, available-for-sale and trading fixed maturity securities at
September 30, 2017
, by contractual maturity, are shown in the following tables. The first table includes consolidated investments from both continuing and discontinued operations. The second and third tables separate maturities into continuing and discontinued operations. 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.
Maturities - Consolidated:
Held-To-Maturity
Available-For-Sale
Trading
September 30, 2017
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Due in one year or less
$
150
$
150
$
128,884
$
129,945
$
1,401
$
1,821
Due after one year through five years
—
—
782,192
803,774
6,979
8,233
Due after five years through 10 years
—
—
751,756
771,205
1,302
1,185
Due after 10 years
—
—
747,119
748,633
2,151
2,434
Asset-backed securities
—
—
4,280
4,622
—
—
Mortgage-backed securities
38
39
14,496
14,486
—
—
Collateralized mortgage obligations
—
—
451,468
452,988
—
—
$
188
$
189
$
2,880,195
$
2,925,653
$
11,833
$
13,673
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Table of Contents
Maturities - Continuing Operations:
Held-To-Maturity
Available-For-Sale
Trading
September 30, 2017
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Due in one year or less
$
150
$
150
$
54,340
$
54,762
$
1,401
$
1,821
Due after one year through five years
—
—
224,804
230,986
6,979
8,233
Due after five years through 10 years
—
—
344,553
354,308
1,302
1,185
Due after 10 years
—
—
675,795
676,310
2,151
2,434
Asset-backed securities
—
—
3,174
3,517
—
—
Mortgage-backed securities
—
—
9,664
9,783
—
—
Collateralized mortgage obligations
—
—
168,400
168,996
—
—
$
150
$
150
$
1,480,730
$
1,498,662
$
11,833
$
13,673
Maturities - Discontinued Operations:
Held-To-Maturity
Available-For-Sale
Trading
September 30, 2017
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Due in one year or less
$
—
$
—
$
74,544
$
75,183
$
—
$
—
Due after one year through five years
—
—
557,388
572,788
—
—
Due after five years through 10 years
—
—
407,203
416,897
—
—
Due after 10 years
—
—
71,324
72,323
—
—
Asset-backed securities
—
—
1,107
1,105
—
—
Mortgage-backed securities
38
39
4,832
4,703
—
—
Collateralized mortgage obligations
—
—
283,067
283,992
—
—
$
38
$
39
$
1,399,465
$
1,426,991
$
—
$
—
16
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,
2017
2016
2017
2016
Net realized investment gains (losses) from continuing operations:
Fixed maturities:
Available-for-sale
$
118
$
484
$
645
$
898
Trading securities
Change in fair value
(43
)
148
504
519
Sales
72
107
117
568
Equity securities:
Available-for-sale
3
1,375
1,553
2,359
Trading securities
Change in fair value
(124
)
(5
)
232
325
Sales
41
20
57
(6
)
Cash equivalents
—
—
—
169
Real estate
—
—
289
—
Total net realized investment gains from continuing operations
$
67
$
2,129
$
3,397
$
4,832
Total net realized investment gains from discontinued operations
296
461
3,600
1,409
Total net realized investment gains
$
363
$
2,590
$
6,997
$
6,241
The proceeds and gross realized gains on the sale of available-for-sale fixed maturity securities from continuing operations are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2017
2016
2017
2016
Proceeds from sales
$
2,293
$
—
$
3,388
$
1,968
Gross realized gains
—
—
1,046
921
Gross realized losses
—
—
—
—
The proceeds and gross realized gains on the sale of available-for-sale fixed maturity securities from discontinued operations are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2017
2016
2017
2016
Proceeds from sales
$
1,844
$
2,007
$
5,807
$
3,081
Gross realized gains
—
11
1,254
65
Gross realized losses
—
—
(78
)
—
There were
no
sales of held-to-maturity securities during the
three- and nine-month periods ended September 30, 2017 and 2016
.
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
$20,003
and
$20,034
at
September 30, 2017
and
December 31, 2016
, respectively.
17
Table of Contents
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
$3,738
at
September 30, 2017
.
Unrealized Appreciation
A summary of the changes in net unrealized investment appreciation during the reporting period is as follows:
Nine Months Ended September 30,
2017
2016
Change in net unrealized investment appreciation
Available-for-sale fixed maturities
$
34,837
$
83,498
Available-for-sale equity securities
27,559
15,459
Deferred policy acquisition costs
(3,582
)
(19,857
)
Income tax effect
(20,584
)
(27,685
)
Total change in net unrealized investment appreciation, net of tax
$
38,230
$
51,415
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 on a consolidated basis, including both continuing and discontinued operations at
September 30, 2017
and
December 31, 2016
. 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, 2017
, 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, 2017
or at
September 30, 2016
. 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, 2017
or at
September 30, 2016
. Our largest unrealized loss greater than 12 months on an individual equity security at
September 30, 2017
was
$152
. 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.
18
Table of Contents
September 30, 2017
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
3
$
8,920
$
44
3
$
2,829
$
47
$
11,749
$
91
U.S. government agency
8
33,607
306
3
12,789
210
46,396
516
States, municipalities and political subdivisions
General obligations
Midwest
3
4,343
46
3
19,742
453
24,085
499
Northeast
—
—
—
1
3,587
73
3,587
73
South
7
14,594
56
11
27,919
1,154
42,513
1,210
West
2
3,600
29
8
25,333
934
28,933
963
Special revenue
Midwest
2
3,990
10
7
19,034
484
23,024
494
Northeast
6
27,751
312
9
15,275
483
43,026
795
South
13
32,415
433
27
66,978
2,541
99,393
2,974
West
8
20,369
135
22
55,836
1,805
76,205
1,940
Public utilities
2
3,201
52
4
7,491
148
10,692
200
Corporate bonds
Energy
2
6,166
13
1
1,807
82
7,973
95
Industrials
—
—
—
2
4,271
109
4,271
109
Consumer goods and services
5
7,469
62
2
5,097
73
12,566
135
Technology, media and telecommunications
6
15,263
88
2
8,384
105
23,647
193
Financial services
11
21,623
163
1
7,243
140
28,866
303
Mortgage-backed securities
11
4,411
43
3
4,790
136
9,201
179
Collateralized mortgage obligations
Government national mortgage association
16
40,243
439
13
38,573
1,019
78,816
1,458
Federal home loan mortgage corporation
16
64,647
1,166
12
42,472
1,966
107,119
3,132
Federal national mortgage association
13
35,709
496
6
10,008
336
45,717
832
Asset-backed securities
1
997
3
—
—
—
997
3
Total Available-for-Sale Fixed Maturities
135
$
349,318
$
3,896
140
$
379,458
$
12,298
$
728,776
$
16,194
Equity securities:
Common stocks
Public utilities
—
$
—
$
—
1
$
250
$
58
$
250
$
58
Energy
2
546
102
1
182
4
728
106
Industrials
1
106
6
5
141
158
247
164
Consumer goods and services
—
—
—
4
178
154
178
154
Technology, media and telecommunications
2
445
115
1
4
21
449
136
Financial services
1
30
25
2
165
48
195
73
Total Available-for-Sale Equity Securities
6
$
1,127
$
248
14
$
920
$
443
$
2,047
$
691
Total Available-for-Sale Securities
141
$
350,445
$
4,144
154
$
380,378
$
12,741
$
730,823
$
16,885
19
Table of Contents
December 31, 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
9
$
10,800
$
108
—
$
—
$
—
$
10,800
$
108
U.S. government agency
10
36,593
540
—
—
—
36,593
540
States, municipalities and political subdivisions
General obligations
Midwest
27
40,545
1,412
—
—
—
40,545
1,412
Northeast
9
9,874
231
—
—
—
9,874
231
South
37
53,699
2,355
—
—
—
53,699
2,355
West
30
55,265
2,173
—
—
—
55,265
2,173
Special revenue
Midwest
41
62,937
1,433
—
—
—
62,937
1,433
Northeast
22
54,993
2,624
—
—
—
54,993
2,624
South
79
152,979
6,791
—
—
—
152,979
6,791
West
44
81,676
4,052
—
—
—
81,676
4,052
Public utilities
20
38,511
423
2
2,122
24
40,633
447
Corporate bonds
Energy
8
15,938
313
3
8,232
106
24,170
419
Industrials
24
42,854
596
3
5,641
386
48,495
982
Consumer goods and services
11
21,059
295
—
—
—
21,059
295
Health care
9
20,918
151
—
—
—
20,918
151
Technology, media and telecommunications
16
41,230
516
3
10,241
303
51,471
819
Financial services
37
75,286
1,358
—
—
—
75,286
1,358
Mortgage-backed securities
16
9,611
187
5
1,198
54
10,809
241
Collateralized mortgage obligations
Government national mortgage association
36
82,430
2,261
9
13,603
505
96,033
2,766
Federal home loan mortgage corporation
41
105,775
3,165
3
5,141
241
110,916
3,406
Federal national mortgage association
27
46,633
1,091
4
4,341
243
50,974
1,334
Asset-backed securities
1
971
29
1
2,559
253
3,530
282
Total Available-for-Sale Fixed Maturities
554
$
1,060,577
$
32,104
33
$
53,078
$
2,115
$
1,113,655
$
34,219
Equity securities:
Common stocks
Public utilities
—
$
—
$
—
3
$
120
$
188
$
120
$
188
Energy
—
—
—
1
163
22
163
22
Industrials
—
—
—
6
239
173
239
173
Consumer goods and services
3
282
55
2
15
3
297
58
Technology, media and telecommunications
7
26
5
8
33
33
59
38
Financial services
3
53
3
2
150
64
203
67
Total Available-for-Sale Equity Securities
13
$
361
$
63
22
$
720
$
483
$
1,081
$
546
Total Available-for-Sale Securities
567
$
1,060,938
$
32,167
55
$
53,798
$
2,598
$
1,114,736
$
34,765
20
Table of Contents
The tables on the following pages are a reconciliation for continuing and discontinued operations of our total fixed maturity and equity securities that were in an unrealized loss position at
September 30, 2017
and
December 31, 2016
. The securities are presented by the length of time they have been continuously in an unrealized loss position:
September 30, 2017
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:
Continuing operations
85
$
206,874
$
2,059
101
$
259,297
$
8,615
$
466,171
$
10,674
Discontinued operations
50
142,444
1,837
39
120,161
3,683
262,605
5,520
Total Available-for-Sale Fixed Maturities
135
$
349,318
$
3,896
140
$
379,458
$
12,298
$
728,776
$
16,194
Equity securities:
Continuing operations
6
$
1,127
$
248
10
$
540
$
343
$
1,667
$
591
Discontinued operations
—
—
—
4
380
100
380
100
Total Available-for-Sale Equity Securities
6
$
1,127
$
248
14
$
920
$
443
$
2,047
$
691
Total Available-for-Sale Securities
141
$
350,445
$
4,144
154
$
380,378
$
12,741
$
730,823
$
16,885
December 31, 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:
Continuing operations
404
$
654,235
$
23,359
12
$
6,288
$
315
$
660,523
$
23,674
Discontinued operations
150
406,342
8,745
21
46,790
1,800
453,132
10,545
Total Available-for-Sale Fixed Maturities
554
$
1,060,577
$
32,104
33
$
53,078
$
2,115
$
1,113,655
$
34,219
Equity securities:
Continuing operations
12
$
351
$
62
17
$
477
$
254
$
828
$
316
Discontinued operations
1
10
1
5
243
229
253
230
Total Available-for-Sale Equity Securities
13
$
361
$
63
22
$
720
$
483
$
1,081
$
546
Total Available-for-Sale Securities
567
$
1,060,938
$
32,167
55
$
53,798
$
2,598
$
1,114,736
$
34,765
21
Table of Contents
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.
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.
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.
22
Table of Contents
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.
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, 2017
, the cash surrender value of the COLI policies was
$3,759
, 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.
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.
23
Table of Contents
A summary of the carrying value and estimated fair value of our financial instruments from continuing operations at
September 30, 2017
and
December 31, 2016
is as follows:
September 30, 2017
December 31, 2016
Fair Value
Carrying Value
Fair Value
Carrying Value
Assets
Investments
Fixed maturities:
Held-to-maturity securities
$
150
$
150
$
150
$
150
Available-for-sale securities
1,498,662
1,498,662
1,453,286
1,453,286
Trading securities
13,673
13,673
14,390
14,390
Equity securities:
Available-for-sale securities
269,341
269,341
246,370
246,370
Trading securities
6,330
6,330
5,644
5,644
Other long-term investments
49,966
49,966
51,769
51,769
Short-term investments
175
175
175
175
Cash and cash equivalents
98,610
98,610
89,194
89,194
Corporate-owned life insurance
3,759
3,759
2,592
2,592
A summary of the carrying value and estimated fair value of our financial instruments from discontinued operations at
September 30, 2017
and
December 31, 2016
is as follows:
September 30, 2017
December 31, 2016
Fair Value
Carrying Value
Fair Value
Carrying Value
Assets
Investments
Fixed maturities:
Held-to-maturity securities
$
39
$
38
$
49
$
48
Available-for-sale securities
1,426,991
1,426,991
1,444,840
1,444,840
Equity securities:
Available-for-sale securities
22,616
22,616
24,046
24,046
Mortgage loans
3,690
3,504
3,895
3,706
Policy loans
5,770
5,770
5,366
5,366
Other long-term investments
16,299
16,299
15,780
15,870
Cash and cash equivalents
30,751
30,751
21,659
21,659
Liabilities
Policy reserves
Annuity (accumulations)
(1)
$
617,819
$
620,037
$
646,764
$
666,711
Annuity (benefit payments)
144,901
95,086
144,283
95,129
24
Table of Contents
The following tables present the categorization for our financial instruments measured at fair value on a recurring basis. The table includes financial instruments from both continuing and discontinued operations at
September 30, 2017
and
December 31, 2016
:
September 30, 2017
Fair Value Measurements
Description
Total
Level 1
Level 2
Level 3
AVAILABLE-FOR-SALE
Fixed maturities:
Bonds
U.S. Treasury
$
21,981
$
—
$
21,981
$
—
U.S. government agency
99,525
—
99,525
—
States, municipalities and political subdivisions
General obligations
Midwest
122,438
—
122,438
—
Northeast
51,579
—
51,579
—
South
143,425
—
143,425
—
West
114,646
—
114,646
—
Special revenue
Midwest
154,786
—
154,709
77
Northeast
79,425
—
79,425
—
South
262,588
—
262,588
—
West
158,358
—
158,358
—
Foreign bonds
56,207
—
56,207
—
Public utilities
205,756
—
205,756
—
Corporate bonds
Energy
98,645
—
98,645
—
Industrials
214,290
—
214,290
—
Consumer goods and services
186,385
—
185,686
699
Health care
78,375
—
78,375
—
Technology, media and telecommunications
146,139
—
146,139
—
Financial services
259,009
—
250,992
8,017
Mortgage-backed securities
14,486
—
14,486
—
Collateralized mortgage obligations
Government national mortgage association
154,730
—
154,730
—
Federal home loan mortgage corporation
190,524
—
190,524
—
Federal national mortgage association
107,734
—
107,734
—
Asset-backed securities
4,622
—
3,991
631
Total Available-for-Sale Fixed Maturities
$
2,925,653
$
—
$
2,916,229
$
9,424
Equity securities:
Common stocks
Public utilities
$
22,086
$
22,086
$
—
$
—
Energy
14,406
14,406
—
—
Industrials
62,843
62,843
—
—
Consumer goods and services
24,788
24,788
—
—
Health care
37,226
37,226
—
—
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Technology, media and telecommunications
16,085
16,085
—
—
Financial services
113,370
113,370
—
—
Nonredeemable preferred stocks
1,153
419
—
734
Total Available-for-Sale Equity Securities
$
291,957
$
291,223
$
—
$
734
Total Available-for-Sale Securities
$
3,217,610
$
291,223
$
2,916,229
$
10,158
TRADING
Fixed maturities:
Corporate bonds
Industrials
$
2,117
$
—
$
2,117
$
—
Consumer goods and services
289
—
289
—
Health care
3,557
—
3,557
—
Technology, media and telecommunications
1,373
—
1,373
—
Financial services
4,780
—
4,780
—
Redeemable preferred stocks
1,557
1,557
—
—
Equity securities:
Public utilities
831
831
—
—
Energy
206
206
—
—
Industrials
900
900
—
—
Consumer goods and services
1,209
1,209
—
—
Health care
369
369
—
—
Financial services
218
218
—
—
Nonredeemable preferred stocks
2,597
2,597
—
—
Total Trading Securities
$
20,003
$
7,887
$
12,116
$
—
Short-Term Investments
$
175
$
175
$
—
$
—
Money Market Accounts
$
13,897
$
13,897
$
—
$
—
Corporate-Owned Life Insurance
$
3,759
$
—
$
3,759
$
—
Total Assets Measured at Fair Value
$
3,255,444
$
313,182
$
2,932,104
$
10,158
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December 31, 2016
Fair Value Measurements
Description
Total
Level 1
Level 2
Level 3
AVAILABLE-FOR-SALE
Fixed maturities:
Bonds
U.S. Treasury
$
23,195
$
—
$
23,195
$
—
U.S. government agency
77,597
—
77,597
—
States, municipalities and political subdivisions
General obligations
Midwest
144,143
—
144,143
—
Northeast
58,409
—
58,409
—
South
128,369
—
128,369
—
West
113,731
—
113,731
—
Special revenue
Midwest
168,310
—
168,142
168
Northeast
68,065
—
68,065
—
South
239,187
—
239,187
—
West
131,744
—
131,744
—
Foreign bonds
65,234
—
65,234
—
Public utilities
215,674
—
215,674
—
Corporate bonds
Energy
108,860
—
108,860
—
Industrials
229,903
—
229,903
—
Consumer goods and services
181,687
—
180,590
1,097
Health care
83,123
—
83,123
—
Technology, media and telecommunications
144,612
—
144,612
—
Financial services
273,951
—
265,154
8,797
Mortgage-backed securities
17,248
—
17,248
—
Collateralized mortgage obligations
Government national mortgage association
144,460
—
144,460
—
Federal home loan mortgage corporation
174,458
—
174,458
—
Federal national mortgage association
101,896
—
101,896
—
Asset-backed securities
4,270
—
3,821
449
Total Available-for-Sale Fixed Maturities
$
2,898,126
$
—
$
2,887,615
$
10,511
Equity securities:
Common stocks
Public utilities
$
19,671
$
19,671
$
—
$
—
Energy
15,047
15,047
—
—
Industrials
51,794
51,794
—
—
Consumer goods and services
24,117
24,117
—
—
Health care
27,420
27,420
—
—
Technology, media and telecommunications
15,369
15,369
—
—
Financial services
115,950
111,958
—
3,992
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Nonredeemable preferred stocks
1,048
453
—
595
Total Available-for-Sale Equity Securities
$
270,416
$
265,829
$
—
$
4,587
Total Available-for-Sale Securities
$
3,168,542
$
265,829
$
2,887,615
$
15,098
TRADING
Fixed maturities:
Bonds
Corporate bonds
Industrials
$
3,919
$
—
$
3,919
$
—
Consumer goods and services
127
—
127
—
Health care
3,410
—
3,410
—
Technology, media and telecommunications
787
—
787
—
Financial services
4,842
—
4,842
—
Redeemable preferred stocks
1,305
1,305
—
—
Equity securities:
Public utilities
613
613
—
—
Energy
286
286
—
—
Industrials
877
877
—
—
Consumer goods and services
1,202
1,202
—
—
Health care
339
339
—
—
Financial services
206
206
—
—
Nonredeemable preferred stocks
2,121
2,121
—
—
Total Trading Securities
$
20,034
$
6,949
$
13,085
$
—
Short-Term Investments
$
175
$
175
$
—
$
—
Money Market Accounts
$
16,802
$
16,802
$
—
$
—
Corporate-Owned Life Insurance
$
2,592
$
—
$
2,592
$
—
Total Assets Measured at Fair Value
$
3,208,145
$
289,755
$
2,903,292
$
15,098
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The following tables are a reconciliation for both continuing and discontinued operations of the presentation of the categorization for our financial instruments measured at fair value on a recurring basis at
September 30, 2017
and
December 31, 2016
:
September 30, 2017
Fair Value Measurements
Description
Total
Level 1
Level 2
Level 3
AVAILABLE-FOR-SALE
Fixed maturities:
Continuing operations
$
1,498,662
$
—
$
1,497,931
$
731
Discontinued operations
1,426,991
—
1,418,298
8,693
Total Available-for-Sale Fixed Maturities
$
2,925,653
$
—
$
2,916,229
$
9,424
Equity securities:
Continuing operations
$
269,341
$
268,607
$
—
$
734
Discontinued operations
22,616
22,616
—
—
Total Available-for-Sale Equity Securities
$
291,957
$
291,223
$
—
$
734
Total Available-for-Sale Securities
$
3,217,610
$
291,223
$
2,916,229
$
10,158
TRADING
Fixed maturities:
Continuing operations
$
13,673
$
1,557
$
12,116
$
—
Discontinued operations
—
—
—
—
Equity securities:
Continuing operations
6,330
6,330
—
—
Discontinued operations
—
—
—
—
Total Trading Securities
$
20,003
$
7,887
$
12,116
$
—
SHORT-TERM INVESTMENTS
Continuing operations
$
175
$
175
$
—
$
—
Discontinued operations
—
—
—
$
—
Short-Term Investments
$
175
$
175
$
—
$
—
MONEY MARKET ACCOUNTS
Continuing operations
$
13,203
$
13,203
$
—
$
—
Discontinued operations
694
694
—
—
Money Market Accounts
$
13,897
$
13,897
$
—
$
—
CORPORATE-OWNED LIFE INSURANCE
Continuing operations
$
3,759
$
—
$
3,759
$
—
Discontinued operations
—
—
—
—
Corporate-Owned Life Insurance
$
3,759
$
—
$
3,759
$
—
Total Assets Measured at Fair Value
$
3,255,444
$
313,182
$
2,932,104
$
10,158
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December 31, 2016
Fair Value Measurements
Description
Total
Level 1
Level 2
Level 3
AVAILABLE-FOR-SALE
Fixed maturities:
Continuing operations
$
1,453,286
$
—
$
1,452,737
$
549
Discontinued operations
1,444,840
—
1,434,878
9,962
Total Available-for-Sale Fixed Maturities
$
2,898,126
$
—
$
2,887,615
$
10,511
Equity securities:
Continuing operations
$
246,370
$
243,627
$
—
$
2,743
Discontinued operations
24,046
22,202
—
1,844
Total Available-for-Sale Equity Securities
$
270,416
$
265,829
$
—
$
4,587
Total Available-for-Sale Securities
$
3,168,542
$
265,829
$
2,887,615
$
15,098
TRADING
Fixed maturities:
Continuing operations
$
14,390
$
1,305
$
13,085
$
—
Discontinued operations
—
—
—
—
Equity securities:
Continuing operations
5,644
5,644
—
—
Discontinued operations
—
—
—
—
Total Trading Securities
$
20,034
$
6,949
$
13,085
$
—
SHORT-TERM INVESTMENTS
Continuing operations
$
175
$
175
$
—
$
—
Discontinued operations
—
—
—
—
Short-Term Investments
$
175
$
175
$
—
$
—
MONEY MARKET ACCOUNTS
Continuing operations
$
4,810
$
4,810
$
—
$
—
Discontinued operations
11,992
11,992
—
—
Money Market Accounts
$
16,802
$
16,802
$
—
$
—
CORPORATE-OWNED LIFE INSURANCE
Continuing operations
$
2,592
$
—
$
2,592
$
—
Discontinued operations
—
—
—
—
Corporate-Owned Life Insurance
$
2,592
$
—
$
2,592
$
—
Total Assets Measured at Fair Value
$
3,208,145
$
289,755
$
2,903,292
$
15,098
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,
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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 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, 2017
and
December 31, 2016
was reasonable.
For the
three- and nine-month periods ended September 30, 2017
, 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, 2017
, 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, 2017
, 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, from both continuing and discontinued operations for the
three-month period ended September 30, 2017
:
States, municipalities and political subdivisions
Corporate bonds
Asset-backed securities
Equities
Total
Balance at June 30, 2017
$
77
$
9,056
$
622
$
595
$
10,350
Net unrealized gains (losses)
(1)
—
(7
)
9
139
141
Purchases
—
100
—
—
100
Disposals
—
(433
)
—
—
(433
)
Balance at September 30, 2017
$
77
$
8,716
$
631
$
734
$
10,158
(1) Net unrealized gains (losses) are recorded as a component of comprehensive income.
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The following table provides a summary of the changes in fair value of our Level 3 securities, from both continuing and discontinued operations for the
nine-month period ended September 30, 2017
:
States, municipalities and political subdivisions
Corporate bonds
Asset-backed securities
Equities
Total
Balance at January 1, 2017
$
168
$
9,894
$
449
$
4,587
$
15,098
Net unrealized gains (losses)
(1)
(6
)
(6
)
182
139
309
Purchases
—
100
—
145
245
Disposals
(85
)
(1,272
)
—
(4,137
)
(5,494
)
Balance at September 30, 2017
$
77
$
8,716
$
631
$
734
$
10,158
(1) Net 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.
NOTE 4. RESERVES FOR LOSSES AND LOSS SETTLEMENT EXPENSES
Property insurance indemnifies an insured with an interest in physical property for loss of, or damage to, such property or the loss of its income-producing abilities. Casualty insurance primarily covers liability for damage to property of, or injury to, a person or entity other than the insured. In most cases, casualty insurance also obligates the insurance company to provide a defense for the insured in litigation, arising out of events covered by the policy.
Liabilities for losses and loss settlement expenses reflect management's best estimates at a given point in time of what we expect to pay for claims that have been reported and those that have been incurred but not reported ("IBNR"), based on known facts, circumstances, and historical trends. Because property and casualty insurance reserves are estimates of the unpaid portions of incurred losses that have been reported to us, as well as losses that have been incurred but not reported, the establishment of appropriate reserves, including reserves for catastrophes, is an inherently uncertain and complex process. The ultimate cost of losses and related loss settlement expenses may vary materially from recorded amounts. We regularly update our reserve estimates as new information becomes available and as events unfold that may affect the resolution of unsettled claims. Changes in prior year reserve estimates, which may be material, are reported as a component of losses and loss settlement expenses incurred in the period such changes are determined.
The determination of reserves (particularly those relating to liability lines of insurance that have relatively longer lag in claim reporting) requires significant work to reasonably project expected future claim reporting and payment patterns. If, during the course of our regular monitoring of reserves, we determine that coverages previously written are incurring higher than expected losses, we will take action that may include, among other things, increasing the related reserves. Any adjustments we make to reserves are reflected in operating results in the year in which we make those adjustments. We engage an independent actuary, Regnier Consulting Group, Inc., to render an opinion as to the reasonableness of our statutory reserves annually. The actuarial opinion is filed in those states where we are licensed.
On a quarterly basis, UFG's internal actuary performs a detailed actuarial review of IBNR reserves. This review includes a comparison of results from the most recent analysis of reserves completed by both our internal and external actuaries. Senior management meets with our internal actuary to review, on a regular and quarterly basis, the adequacy of carried reserves based on results from this actuarial analysis. There are two fundamental types or sources of IBNR reserves. We record IBNR reserves for "normal" types of claims and also specific IBNR reserves related to unique circumstances or events. A major hurricane is an example of an event that might necessitate establishing specific IBNR reserves because an analysis of existing historical data would not provide an appropriate estimate.
We do not discount loss reserves based on the time value of money.
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The following table provides an analysis of changes in our property and casualty losses and loss settlement expense reserves at
September 30, 2017
and
December 31, 2016
(net of reinsurance amounts):
September 30, 2017
December 31, 2016
Gross liability for losses and loss settlement expenses
at beginning of year
$
1,123,896
$
1,003,895
Ceded losses and loss settlement expenses
(59,794
)
(54,653
)
Net liability for losses and loss settlement expenses
at beginning of year
$
1,064,102
$
949,242
Losses and loss settlement expenses incurred
for claims occurring during
Current year
$
606,344
$
683,662
Prior years
(37,988
)
(31,229
)
Total incurred
$
568,356
$
652,433
Losses and loss settlement expense payments
for claims occurring during
Current year
$
212,591
$
277,053
Prior years
247,608
260,520
Total paid
$
460,199
$
537,573
Net liability for losses and loss settlement expenses
at end of year
$
1,172,259
$
1,064,102
Ceded loss and loss settlement expenses
65,021
59,794
Gross liability for losses and loss settlement expenses
at end of period
$
1,237,280
$
1,123,896
There are a multitude of factors that can impact loss reserve development. Those factors include, but are not limited to: historical data, the potential impact of various loss reserve 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.
The significant drivers of the favorable reserve development in 2017 came from two lines, commercial liability and workers compensation, partially offset by unfavorable development from commercial fire and allied lines, assumed reinsurance and commercial automobile. Much of the favorable long-tail liability development continues to come from loss adjustment expense and is attributed to our continued litigation management efforts. There was also a reduction in reserves for incurred but not reported claims because our long tail liability has experienced fewer late reported claims than what was initially anticipated. The majority of the favorable workers compensation development is due to reductions in reserves for reported claims which were greater than what was necessary to offset claim payments. Assumed reinsurance was adversely affected by increases in reserves for reported claims while commercial fire adverse development is attributable to loss payments which were greater than reductions in reported loss reserves and reserves for claims incurred but not reported. The majority of adverse commercial fire development resulted from claim payments that exceeded reductions in reserves for reported claims.
The significant drivers of the favorable reserve development in 2016 were our commercial liability and workers compensation. Much of the favorable commercial liability development came from loss adjustment expense and is attributed to our continued litigation management efforts. Workers compensation favorable development was due to the combined effects of decreases in claim reserves along with favorable changes affecting loss adjustment expense. Loss adjustment expense, closely tied to loss, generally decreases when loss decreases. Commercial property, commercial automobile and assumed reinsurance exhibited adverse development which provided a partial offset to the favorable development previously noted. The adverse development for all three lines is due to paid loss which was greater than reductions in reported loss reserves and reserves for claims incurred but not reported. No other single line of business contributed a significant portion of the total development.
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Generally, we base reserves for each claim on the estimated ultimate exposure for that claim. We believe that it is appropriate and reasonable to establish a best estimate for reserves within a range of reasonable estimates, especially when we are reserving for claims for bodily injury, disabilities and similar claims, for which settlements and verdicts can vary widely. Our reserving philosophy may result in favorable reserve development in future years that will decrease losses and loss settlement expenses for prior year claims in the year of adjustment. We realize that this philosophy, coupled with what we believe to be aggressive and successful claims management and loss settlement practices, has resulted in year-to-year redundancies in reserves. We believe our approach produces recorded reserves that are reasonably consistent as to their relative position within a range of reasonable reserves from year-to-year. However, conditions and trends that have affected the reserve development for a given year do change. Therefore, such development cannot be used to project future reserve redundancies or deficiencies.
We are not aware of any significant contingent liabilities related to environmental issues. Because of the type of property coverage we write, we have potential exposure to environmental pollution, mold and asbestos claims. Our underwriters are aware of these exposures and use riders or endorsements to limit exposure.
NOTE 5. 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,
2017
2016
2017
2016
Net periodic benefit cost
Service cost
$
1,714
$
1,623
$
505
$
932
Interest cost
1,765
1,663
482
754
Expected return on plan assets
(2,413
)
(1,988
)
—
—
Amortization of prior service credit
—
—
(1,352
)
—
Amortization of net loss
891
992
462
379
Net periodic benefit cost
$
1,957
$
2,290
$
97
$
2,065
Pension Plan
Postretirement Benefit Plan
Nine Months Ended September 30,
2017
2016
2017
2016
Net periodic benefit cost
Service cost
$
5,141
$
4,869
$
1,515
$
2,796
Interest cost
5,295
4,989
1,446
2,262
Expected return on plan assets
(7,237
)
(5,964
)
—
—
Amortization of prior service credit
—
—
(4,056
)
—
Amortization of net loss
2,673
2,976
1,384
1,137
Net periodic benefit cost
$
5,872
$
6,870
$
289
$
6,195
Employer Contributions
We previously disclosed in our Annual Report on Form 10-K for the year ended
December 31, 2016
that we expected to contribute
$6,400
to the pension plan in
2017
. For the
nine-month period ended September 30, 2017
, we contributed
$11,396
to the pension plan. In September 2017, the Company contributed an additional
$5,000
to the pension plan for tax advantages and to reduce future obligations.
NOTE 6. 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
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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, 2017
, there were
996,839
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 have graded vesting over
3 years
or
5 years
from the grant date, unless the Board of Directors authorizes acceleration of vesting. Performance stock units cliff-vest after
3 years
and the certification of performance results by UFG’s Compensation Committee. 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 UFG's 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, 2017
From Inception to September 30, 2017
Beginning balance
1,248,651
1,900,000
Additional shares authorized
—
1,500,000
Number of awards granted
(255,040
)
(2,867,606
)
Number of awards forfeited or expired
3,228
464,445
Ending balance
996,839
996,839
Number of option awards exercised
101,189
1,050,257
Number of unrestricted stock awards granted
1,145
8,470
Number of restricted stock awards vested
—
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, 2017
, we had
61,813
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.
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Table of Contents
The activity in the Director Plan is displayed in the following table:
Authorized Shares Available for Future Award Grants
Nine Months Ended September 30, 2017
From Inception to June 30, 2017
Beginning balance
74,771
300,000
Number of awards granted
(12,958
)
(262,190
)
Number of awards forfeited or expired
—
24,003
Ending balance
61,813
61,813
Number of option awards exercised
6,727
59,200
Number of restricted stock awards vested
22,716
54,272
Stock-Based Compensation Expense
For the
three-month periods ended September 30, 2017 and 2016
, we recognized stock-based compensation expense of
$1,202
and
$865
, respectively. For the
nine-month periods ended September 30, 2017 and 2016
, we recognized stock-based compensation expense of
$3,456
and
$2,731
, respectively. Stock-based compensation expense is recognized over the vesting period of the stock options.
As of
September 30, 2017
, we had
$9,586
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
2017
and subsequent years according to the table below, 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.
2017
$
1,202
2018
4,047
2019
2,784
2020
1,120
2021
393
2022
40
Total
$
9,586
NOTE 7. SEGMENT INFORMATION
On September 19, 2017, the Company announced that it had agreed to sell its subsidiary, United Life Insurance Company, to Kuvare. As a result, our life insurance segment has been considered held for sale and reported as discontinued operations in the Consolidated Financial Statements and all comparable prior periods have been presented to conform to the current year presentation. The sale is expected to close in the first half of 2018, subject to customary conditions, including regulatory approval. For more information, refer to Note 11. Discontinued Operations.
Prior to the announcement to sell our subsidiary, United Life Insurance Company, we had
two
reportable business segments in our operations: property and casualty insurance and life insurance. The property and casualty insurance segment has
six
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.
After the announcement of the sale of our life insurance segment, the Company has
one
reportable segment, the property and casualty insurance segment, which includes all continuing operations. The property and casualty insurance segment profit or loss is consistent with consolidated reporting as disclosed on the Consolidated Statements of Income and Comprehensive Income. We analyze the property and casualty insurance segment results based on profitability (i.e., loss ratios), expenses and return on equity. The Company's property and casualty insurance segment was determined using a management approach to make decisions on operating matters, including allocating resources, assessing performance, determining which products to market and sell, determining distribution
36
Table of Contents
networks with insurance agents and monitoring the regulatory environment. The property and casualty insurance segment products have similar economic characteristics and use a similar marketing and distribution strategy with our independent agents. The property and casualty insurance segment geographic concentration did not change after the announcement of the sale of the life insurance segment. We will continue to evaluate our segment on the basis of both statutory accounting principles prescribed or permitted by our states of domicile and GAAP.
NOTE 8. 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.
The components of basic and diluted earnings per share were as follows for the
three-month periods ended September 30, 2017 and 2016
:
Three Months Ended September 30,
(In Thousands, Except Share Data)
2017
2016
Basic
Diluted
Basic
Diluted
Net income (loss) from continuing operations
$
(19,082
)
$
(19,082
)
$
11,628
$
11,628
Weighted-average common shares outstanding
24,960,086
24,960,086
25,389,633
25,389,633
Add dilutive effect of restricted stock unit awards
—
—
—
155,270
Add dilutive effect of stock options
—
—
—
270,443
Weighted-average common shares outstanding
24,960,086
24,960,086
25,389,633
25,815,346
Earnings (loss) per common share from continuing operations
$
(0.77
)
$
(0.77
)
$
0.46
$
0.45
Earnings per common share from discontinued operations
0.05
0.05
0.03
0.03
Earnings (loss) per common share
$
(0.72
)
$
(0.72
)
$
0.49
$
0.48
Awards excluded from diluted earnings per share calculation
(1)
—
—
—
—
(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.
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Table of Contents
The components of basic and diluted earnings per share were as follows for the
nine-month periods ended September 30, 2017 and 2016
:
Nine Months Ended September 30,
(In Thousands, Except Share Data)
2017
2016
Basic
Diluted
Basic
Diluted
Net income (loss) from continuing operations
$
(389
)
$
(389
)
$
37,083
$
37,083
Weighted-average common shares outstanding
25,177,133
25,177,133
25,322,427
25,322,427
Add dilutive effect of restricted stock unit awards
—
253,082
—
155,270
Add dilutive effect of stock options
—
236,190
—
233,317
Weighted-average common shares outstanding
25,177,133
25,666,405
25,322,427
25,711,014
Earnings (loss) per common share from continuing operations
$
(0.01
)
$
(0.01
)
$
1.47
$
1.44
Earnings per common share from discontinued operations
0.21
0.21
0.03
0.03
Earnings (loss) per common share
$
0.20
$
0.20
$
1.50
$
1.47
Awards excluded from diluted earnings per share calculation
(1)
—
—
—
—
(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 9. CREDIT FACILITY
On February 2, 2016, the Company, as borrower, entered into a Credit Agreement (the "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 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 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 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 Credit Agreement is due and payable in full at maturity on February 2, 2020. Based on the type of loan, advances under the 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 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 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.
The 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 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.
There was
no
outstanding balance on the Credit Agreement at
September 30, 2017
and
2016
, respectively. For the
nine-month periods ended September 30, 2017 and 2016
, we did
no
t incur any interest expense related to either credit facility. We were in compliance with all covenants of the Credit Agreement at
September 30, 2017
.
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Table of Contents
NOTE 10. 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, 2017
:
Liability for
Net unrealized
underfunded
appreciation
employee
on investments
benefit costs
(1)
Total
Balance as of June 30, 2017
$
160,048
$
(23,080
)
$
136,968
Change in accumulated other comprehensive income before reclassifications
12,347
—
12,347
Reclassification adjustments from accumulated other comprehensive income (loss)
(273
)
879
606
Balance as of September 30, 2017
$
172,122
$
(22,201
)
$
149,921
(1) 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.
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, 2017
:
Liability for
Net unrealized
underfunded
appreciation
employee
on investments
benefit costs
(1)
Total
Balance as of January 1, 2017
$
133,892
$
(24,837
)
$
109,055
Change in accumulated other comprehensive income before reclassifications
41,999
—
41,999
Reclassification adjustments from accumulated other comprehensive income (loss)
(3,769
)
2,636
(1,133
)
Balance as of September 30, 2017
$
172,122
$
(22,201
)
$
149,921
(1) 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.
NOTE 11. DISCONTINUED OPERATIONS
On September 18, 2017, we signed a definitive agreement to sell our subsidiary, United Life Insurance Company, to Kuvare for
$280,000
in cash, subject to specified adjustments as set forth in the definitive agreement. As a result, our life insurance business (previously reported as a separate segment) has been considered held for sale and reported as discontinued operations and its financial position, results of operations and cash flows are separately reported separately for all periods presented, unless otherwise noted. The sale is expected to close in the first half of 2018, subject to customary conditions, including regulatory approval.
Subsequent to the close of the sale in the first half of 2018, UFG will provide services to Kuvare through a transition services agreement ("TSA"). The TSA will be put in place to ensure a seamless transfer of the business between UFG and Kuvare. The TSA includes, among other considerations, accounting management, human resources, legal
39
Table of Contents
and information technology services, from the closing date for up to 24 months.
The assets and liabilities associated with discontinued operations prior to the closing of the sale have been presented separately in our Consolidated Balance Sheets. The major assets and liability categories were as follows as of the dates indicated:
Discontinued Operations
Balance Sheets
(In Thousands, Except Share Data)
September 30,
2017
December 31,
2016
(unaudited)
Assets
Investments
Fixed maturities
Held-to-maturity, at amortized cost (fair value $39 in 2017 and $49 in 2016)
$
38
$
48
Available-for-sale, at fair value (amortized cost $1,399,465 in 2017 and $1,429,270 in 2016)
1,426,991
1,444,840
Equity Securities available-for-sale, at fair value (cost $5,099 in 2017 and $8,510 in 2016)
22,616
24,046
Mortgage loans
3,504
3,706
Policy loans
5,770
5,366
Other long-term investments
16,299
15,870
1,475,218
1,493,876
Cash and cash equivalents
30,751
21,659
Deferred policy acquisition costs
65,836
70,750
Other assets
21,041
19,333
Total assets held for sale
$
1,592,846
$
1,605,618
Liabilities
Future policy benefits and losses
$
1,324,029
$
1,350,503
Accrued expenses and other liabilities
39,708
39,720
Total liabilities held for sale
$
1,363,737
$
1,390,223
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Table of Contents
Summary operating results of discontinued operations were as follows for the periods indicated:
Discontinued Operations
Statements of Income
Three Months Ended September 30,
Nine Months Ended September 30,
(In Thousands, Except Share Data)
2017
2016
2017
2016
Revenues
Net premiums earned
$
14,230
$
20,600
$
45,999
$
62,878
Investment income, net of investment expenses
12,354
12,663
37,230
38,404
Net realized investment gains
296
461
3,600
1,409
Other income
174
145
498
436
Total revenues
$
27,054
$
33,869
$
87,327
$
103,127
Benefits, Losses and Expenses
Losses and loss settlement expenses
$
10,506
$
7,252
$
30,679
$
23,527
Increase in liability for future policy benefits
5,481
14,091
19,341
42,645
Amortization of deferred policy acquisition costs
2,156
1,876
5,524
5,716
Other underwriting expenses
2,444
4,527
9,452
14,630
Interest on policyholders’ accounts
4,587
4,983
13,982
15,368
Total benefits, losses and expenses
$
25,174
$
32,729
$
78,978
$
101,886
Income from discontinued operations before income taxes
$
1,880
$
1,140
$
8,349
$
1,241
Federal income tax expense
662
400
2,930
415
Net income from discontinued operations
$
1,218
$
740
$
5,419
$
826
Earnings per common share from discontinued operations:
Basic
$
0.05
$
0.03
$
0.21
$
0.03
Diluted
0.05
0.03
0.21
0.03
The Company's Consolidated Statement of Cash Flows presents operating, investing and financing cash flows of the discontinued operations separately. The Company's cash management and financial management of both continued and discontinued operations is consolidated as a centralized corporate function in our Finance Department. Cash and cash equivalents of the discontinued operations at September 30, 2017 and December 31, 2016 were
$30,751
and
$21,659
, respectively.
41
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, 2017
, and the related consolidated statements of income and comprehensive income for the three- and
nine-month periods ended September 30, 2017 and 2016
, the consolidated statements of cash flows for the
nine-month periods ended September 30, 2017 and 2016
, and the consolidated statement of stockholders' equity for the
nine-month period ended September 30, 2017
. 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, 2016
, 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 28, 2017
. In our opinion, the accompanying consolidated balance sheet of United Fire Group, Inc. as of
December 31, 2016
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 8, 2017
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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, 2016
. There have been no changes in our critical accounting policies from
December 31, 2016
.
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, 2016
. 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.
BUSINESS OVERVIEW
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 1,550 independent agencies.
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.
Discontinued Operations
On September 18, 2017, the Company signed a definitive agreement to sell its subsidiary, United Life Insurance Company, to Kuvare US Holdings, Inc. ("Kuvare"). As a result, our life insurance business has been considered held for sale and accounted for as discontinued operations in the Consolidated Balance Sheets, Consolidated Statements of Income and Comprehensive Income and Consolidated Statements of Cash Flows. All periods presented have been revised to show results from continuing and discontinued operations, unless otherwise noted. The sale is expected to close in the first half of 2018, subject to customary conditions, including regulatory approval. For more information, refer to Part I, Item 1, Note 11. "Discontinued Operations".
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Table of Contents
Reportable Segments
Prior to the announcement of the sale of our life insurance business, we have historically reported our operations in 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.
Subsequent to the announcement of the sale of our life insurance segment on September 19, 2017, we operate and report one business segment, which contains our continuing operations. Our life insurance business is considered held for sale and reported as discontinued operations throughout this Form 10-Q, unless otherwise noted. For more information, refer to Part I, Item 1, Note 7. "Segment Information".
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, 2017
, approximately 48.2 percent of our property and casualty premiums were written in Texas, California, Iowa, Missouri and Colorado.
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
FINANCIAL HIGHLIGHTS
Three Months Ended September 30,
Nine Months Ended September 30,
(In Thousands)
2017
2016
%
2017
2016
%
Revenues
Net premiums earned
$
255,758
$
239,469
6.8
%
$
737,424
$
691,976
6.6
%
Investment income, net of investment expenses
13,792
14,027
(1.7
)
38,561
35,017
10.1
Net realized investment gains
67
2,129
(96.9
)
3,397
4,832
(29.7
)
Total revenues
$
269,617
$
255,625
5.5
%
$
779,382
$
731,825
6.5
%
Benefits, Losses and Expenses
Losses and loss settlement expenses
$
223,208
$
169,303
31.8
%
$
568,356
$
475,568
19.5
%
Amortization of deferred policy acquisition costs
52,986
52,240
1.4
154,845
151,216
2.4
Other underwriting expenses
25,817
20,047
28.8
69,900
61,469
13.7
Total benefits, losses and expenses
$
302,011
$
241,590
25.0
%
$
793,101
$
688,253
15.2
%
Income (loss) from continuing operations before income taxes
$
(32,394
)
$
14,035
NM
$
(13,719
)
$
43,572
(131.5
)%
Federal income tax expense (benefit)
(13,312
)
2,407
NM
(13,330
)
6,489
NM
Net income (loss) from continuing operations
$
(19,082
)
$
11,628
(264.1
)%
$
(389
)
$
37,083
(101.0
)%
Income from discontinued operations, net of tax
1,218
740
64.6
%
5,419
826
NM
Net income (loss)
$
(17,864
)
$
12,368
(244.4
)%
$
5,030
$
37,909
(86.7
)%
GAAP Ratios:
Net loss ratio (without catastrophes)
75.3
%
65.5
%
15.0
%
67.8
%
61.1
%
11.0
%
Catastrophes - effect on net loss ratio
12.0
5.2
130.8
%
9.3
7.6
22.4
%
Net loss ratio
(1)
87.3
%
70.7
%
23.5
%
77.1
%
68.7
%
12.2
%
Expense ratio
(2)
30.8
30.2
2.0
%
30.5
30.8
(1.0
)%
Combined ratio
(3)
118.1
%
100.9
%
17.0
%
107.6
%
99.5
%
8.1
%
(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.
NM = Not meaningful
The following is a summary of our financial performance from continuing operations for the
three- and nine-month periods ended September 30, 2017
:
Results of Operations
For the
three-month period ended September 30, 2017
, the net loss from continuing operations was
$19.1 million
compared to net income from continuing operations of
$11.6 million
for the same period of
2016
. This decrease was driven by an increase in losses and loss settlement expenses from an increase in catastrophe losses and deterioration in our core loss ratio; partially offset by an increase in net premiums earned from organic growth. Net premiums earned increased to
$255.8 million
compared to
$239.5 million
for the same period of
2016
.
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Table of Contents
For the
nine-month period ended September 30, 2017
, the net loss from continuing operations was
$0.4 million
compared to net income from continuing operations of
$37.1 million
for the same period of
2016
. The decrease in net income was driven by an increase in losses and loss settlement expenses, from an increase in catastrophe losses and deterioration in our core loss ratio; partially offset by an increase in net premiums earned from organic growth. Net premiums earned increased to
$737.4 million
compared to
$692.0 million
for the same period of
2016
.
Losses and loss settlement expenses increased by
$53.9 million
during the
three-month period ended September 30, 2017
compared to the same period of
2016
, and the net loss ratio increased by
16.6
percentage points during the
three-month period ended September 30, 2017
compared to the same period of
2016
. The increase was primarily due to an increase in catastrophe losses and deterioration in our core loss ratio. This deterioration was primarily due to an increase in the number of severe losses in our commercial automobile line of business from the current accident year and prior period reserve development. Pre-tax catastrophe losses for the
three-month period ended September 30, 2017
were
$30.7 million
compared to
$12.5 million
in the same period of
2016
.
Losses and loss settlement expenses increased by
$92.8 million
during the
nine-month period ended September 30, 2017
compared to the same period of
2016
, and the net loss ratio increased by
8.4
percentage points during the
nine-month period ended September 30, 2017
compared to the same period of
2016
. The increase was primarily due to an increase in catastrophe losses and deterioration in our core loss ratio. This deterioration was primarily due to an increase in the number of severe losses in our commercial automobile line of business from current accident year and prior period reserve development. Pre-tax catastrophe losses for the
nine-month period ended September 30, 2017
were
$68.8 million
compared to
$52.4 million
in the same period of
2016
.
Investment income decreased slightly by
$0.2 million
and increased
$3.5 million
during the
three- and nine-month periods ended September 30, 2017
, respectively, compared to the same periods of
2016
. The increase in the
nine-month period ended September 30, 2017
was primarily driven by an increase in invested assets and partially due to the change in the valuation of our investments in limited liability partnerships and not due to a change in our investment philosophy. The valuation of these investments in limited liability partnerships varies from period to period due to current equity market conditions, specifically related to financial institutions.
The combined ratio increased
17.2
percentage points to
118.1 percent
, for the
three-month period ended September 30, 2017
, compared to
100.9 percent
for the same period of
2016
. The combined ratio increased
8.1
percentage points to
107.6 percent
, for the
nine-month period ended September 30, 2017
, compared to
99.5 percent
for the same period of
2016
. The increase in the combined ratio in the
three- and nine-month periods ended September 30, 2017
, as compared to the same periods of
2016
, was primarily attributable to an increase in the net loss ratio. The increase in net loss ratio was primarily driven by an increase in catastrophe losses and a deterioration in our core loss ratio, primarily in our commercial automobile line of business, which experienced an increase in the number of severe losses on current accident year and prior year reserve development.
The net loss ratio, a component of the combined ratio, increased by
16.6
percentage points to
87.3
percent and
8.4
percentage points to
77.1
in the
three- and nine-month periods ended September 30, 2017
, respectively, as compared to the same periods of
2016
. The increase was primarily due to an increase in catastrophe losses and deterioration in our core loss ratio. This deterioration was primarily due to an increase in the number of severe losses in our commercial automobile line of business from prior period reserve development. Pre-tax catastrophe losses totaled
$30.7 million
and
$68.8 million
and for the
three- and nine-month periods ended September 30, 2017
, as compared to
$12.5 million
and
$52.4 million
in the same periods of
2016
. The increase in the
three- and nine-month periods ended September 30, 2017
was primarily driven by losses from hurricanes in the third quarter of 2017.
The expense ratio, a component of the combined ratio, was
30.8
percent and
30.5 percent
for the
three- and nine-month periods ended September 30, 2017
, respectively, an increase of
0.6
percentage points and a decrease of
0.3
percentage points as compared with the same periods of
2016
. The increase in the
three-month period ended September 30, 2017
was due to two items: first, deterioration in the profitability of the commercial and personal auto lines of business, which accelerates the amortization of our deferred acquisition costs; and second, we have invested in a new multi-year project to upgrade our technology platform to enhance core underwriting decisions and
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Table of Contents
productivity. These were both partially offset by a decrease in post-retirement benefit expenses and a decrease in contingent commission expenses.
For a detailed discussion of our 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.
2017 Development
The property and casualty insurance business experienced $3.2 million of unfavorable and $38.0 million of favorable development in our net reserves for prior accident years for the three- and nine-month periods ended September 30, 2017, respectively. For the three-month period ended September 30, 2017 the majority of unfavorable development came from two lines, commercial automobile with $5.4 million unfavorable development and commercial liability with $3.6 million unfavorable development, which was partially offset by favorable development from two other lines, workers compensation with $4.6 million favorable development and personal fire and allied lines with $1.6 million favorable development. During the three-month period ended September 30, 2017 all other lines combined contributed $0.4 million unfavorable development. Commercial automobile and other liability were the primary sources of unfavorable development which is attributable to latent development of more severe claims than what we have historically seen which manifested itself as increased payments and less favorable changes in reserves for unpaid claims. For the nine-month period ended September 30, 2017 the majority of favorable development came from two lines, commercial liability with $37.9 million favorable development and workers compensation with $14.6 million favorable development, which was partially offset by unfavorable development from three other lines, commercial fire and allied lines with $7.1 million unfavorable development, assumed reinsurance with $6.8 million unfavorable development, and commercial automobile with $5.6 million unfavorable development. During the nine-month period ended September 30, 2017 all other lines combined contributed $5.0 million favorable development. Much of the favorable year-to-date long-tail liability development continues to come from loss adjustment expense and is attributed to our continued litigation management efforts. There was also a reduction in reserves for incurred but not reported claims because our long tail liability has experienced fewer late reported claims than what was initially anticipated. The majority of the favorable workers compensation development is due to reductions in reserves for reported claims which were greater than what was necessary to offset claim payments.
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Table of Contents
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, 2017
, our total reserves were within our actuarial estimates.
2016 Development
The property and casualty insurance business 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.
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.
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Table of Contents
The following table displays our net premiums earned, net losses and loss settlement expenses and net loss ratio from continuing operations by line of business:
Three Months Ended September 30,
2017
2016
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
$
77,955
$
50,836
65.2
%
$
74,784
$
32,714
43.7
%
Fire and allied lines
58,568
45,809
78.2
56,451
47,086
83.4
Automobile
64,470
74,161
115.0
55,111
53,330
96.8
Workers' compensation
26,387
23,357
88.5
26,766
21,772
81.3
Fidelity and surety
6,430
(485
)
(7.5
)
5,711
908
15.9
Miscellaneous
459
111
24.2
453
39
8.6
Total commercial lines
$
234,269
$
193,789
82.7
%
$
219,276
$
155,849
71.1
%
Personal lines
Fire and allied lines
$
10,730
$
9,077
84.6
%
$
10,986
$
6,606
60.1
%
Automobile
6,878
8,250
119.9
6,386
6,328
99.1
Miscellaneous
294
150
51.0
277
(276
)
(99.6
)
Total personal lines
$
17,902
$
17,477
97.6
%
$
17,649
$
12,658
71.7
%
Reinsurance assumed
$
3,587
$
11,942
NM
$
2,544
$
796
31.3
%
Total
$
255,758
$
223,208
87.3
%
$
239,469
$
169,303
70.7
%
NM = Not meaningful
Nine Months Ended September 30,
2017
2016
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
$
228,250
$
73,597
32.2
%
$
215,572
$
101,378
47.0
%
Fire and allied lines
168,506
156,702
93.0
164,503
133,823
81.3
Automobile
183,688
208,346
113.4
157,106
140,397
89.4
Workers' compensation
78,092
55,569
71.2
77,009
53,106
69.0
Fidelity and surety
18,041
207
1.1
16,221
432
2.7
Miscellaneous
1,374
278
20.2
1,292
357
27.6
Total commercial lines
$
677,951
$
494,699
73.0
%
$
631,703
$
429,493
68.0
%
Personal lines
Fire and allied lines
$
32,300
$
31,361
97.1
%
$
32,794
$
25,442
77.6
%
Automobile
20,031
22,909
114.4
18,686
16,872
90.3
Miscellaneous
860
80
9.3
808
319
39.5
Total personal lines
$
53,191
$
54,350
102.2
%
$
52,288
$
42,633
81.5
%
Reinsurance assumed
$
6,282
$
19,307
NM
$
7,985
$
3,442
43.1
%
Total
$
737,424
$
568,356
77.1
%
$
691,976
$
475,568
68.7
%
NM = Not meaningful
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Below are explanations regarding significant changes in the net loss ratios by line of business:
•
Other liability -
The net loss ratio deteriorated 21.5 percentage points and improved 14.8 percentage points in the
three- and nine-month periods ended September 30, 2017
, respectively, compared to the same periods of
2016
. Loss ratio deterioration for the three-month period ended September 30, 2017 is primarily due to an increase in losses on commercial automobile policies with umbrella coverage resulting in an increase in claim payments for prior years, increase in reserves for current year reported claims and an increase in reserves for prior year incurred but not reported claims. Loss ratio improvement for the-nine month period ended September 30, 2017 is due to a decrease in reserves for incurred but not reported claims and a decrease in reserves for unpaid loss adjustment expense which is attributed to our continued litigation management efforts.
•
Commercial fire and allied lines
- The net loss ratio improved 5.2 percentage points and deteriorated 11.7 percentage points in the
three- and nine-month periods ended September 30, 2017
, respectively, compared to the same periods of
2016
. Loss ratio improvement for the three-month period ended September 30, 2017 comes from a decrease in reserves for incurred but not reported claims for the current year which is attributable to lower than expected claim emergence from various storms that had occurred earlier in the year. Loss ratio deterioration for the-nine month period ended September 30, 2017 is due to an increase in claim payments for the current year and first previous year. In addition, the change results from an increase in frequency, with the number of claims increasing in 2017 as compared to the same periods of 2016, along with an increase in paid loss adjustment expenses.
•
Commercial automobile
- The net loss ratio deteriorated 18.2 percentage points and 24.0 percentage points in the
three- and nine-month periods ended September 30, 2017
, respectively, compared to the same periods of
2016
. The change was due to an increase in the number of severe losses, which we define as losses over $500 thousand, in 2017 as compared to the same periods of 2016 along with strengthening of reserves on prior accident years and only partially due to an increase in direct paid losses in the current accident year. We are implementing many initiatives to improve the profitability of this line of business, which include pricing increases, stricter underwriting guidelines, new analytical tools and more rigorous loss control requirements.
•
Personal fire and allied lines
- The net loss ratio deteriorated 24.5 percentage points and 19.5 percentage points in the
three- and nine-month periods ended September 30, 2017
, respectively, compared to the same periods of
2016
. The change results from an increase in frequency, with the number of claims increasing in 2017 as compared to the same periods of 2016.
•
Personal automobile
- The net loss ratio deteriorated 20.8 percentage points and 24.1 percentage points in the
three- and nine-month periods ended September 30, 2017
, respectively, compared to the same periods of
2016
.The change is primarily attributable to an increase in claim frequency in 2017 as compared to the same periods 2016 which resulted in increased paid loss and increased reserves for reported claims.
•
Reinsurance assumed
- The net loss ratio deteriorated in both the
three- and nine-month periods ended September 30, 2017
compared to the same periods of
2016
.The increase in losses is primarily due to an increase of reserves for incurred but not reported claims for hurricanes that occurred late in the third quarter. An increase in paid losses also contributed to the increased loss ratios for both the three- and nine-month periods. In addition, the nine-month period is also affected by the emergence of prior year losses from the programs in which we participate, which are reported on a lag basis.
Financial Condition
Our stockholders' equity increased to
$944.0 million
at
September 30, 2017
, from
$941.9 million
at
December 31, 2016
. The increase was attributable to net income of
$5.0 million
and an increase in net unrealized investment gains of
$38.2 million
, net of tax, partially offset by stockholder dividends of
$20.4 million
and share repurchases of
$29.8 million
.
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Table of Contents
Net unrealized investment gains totaled
$172.1 million
as of
September 30, 2017
, an increase of
$38.2 million
, net of tax, or
28.6 percent
, since
December 31, 2016
. 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 2017 and an increase in the fair value of our equity security portfolio.
At
September 30, 2017
, the book value per share of our common stock was
$37.99
. During the
nine-month period ended September 30, 2017
,
701,899
shares of common stock were repurchased under our share repurchase program at a total cost of
$29.8 million
and an average share price of
$42.43
. Under our share repurchase program, which is scheduled to expire on August 31, 2018, we were authorized to repurchase an additional
2,236,572
shares of our common stock as of
September 30, 2017
.
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Table of Contents
Discontinued Operations Results
Three Months Ended September 30,
Nine Months Ended September 30,
(In Thousands)
2017
2016
2017
2016
Revenues
Net premiums earned
$
14,230
$
20,600
$
45,999
$
62,878
Investment income, net of investment expenses
12,354
12,663
37,230
38,404
Net realized investment gains
296
461
3,600
1,409
Other income
174
145
498
436
Total revenues
$
27,054
$
33,869
$
87,327
$
103,127
Benefits, Losses and Expenses
Losses and loss settlement expenses
$
10,506
$
7,252
$
30,679
$
23,527
Increase in liability for future policy benefits
5,481
14,091
19,341
42,645
Amortization of deferred policy acquisition costs
2,156
1,876
5,524
5,716
Other underwriting expenses
2,444
4,527
9,452
14,630
Interest on policyholders' accounts
4,587
4,983
13,982
15,368
Total benefits, losses and expenses
$
25,174
$
32,729
$
78,978
$
101,886
Income from discontinued operations, before income taxes
$
1,880
$
1,140
$
8,349
$
1,241
Income before income taxes from our discontinued operations was
$1.9 million
for the
three-month period ended September 30, 2017
, compared to income before income taxes of
$1.1 million
for the same period of
2016
. Year-to-date, income before income taxes from discontinued operations totaled
$8.3 million
compared to
$1.2 million
for the same nine-month period of 2016. The change in net income in both the third quarter and year-to-date was primarily due to a decrease in underwriting expenses and a smaller increase in liability for future benefits offset by a decrease in net premiums earned and an increase in losses and loss settlement expenses. The decrease in underwriting expenses was due to strategic changes made at the beginning of 2017 to increase profitability of our life products through pricing changes and restructuring of our commissions. This strategic change resulted in a decrease in net premiums earned, primarily in sales of single premium whole life policies which in turn reduced the increase in liability for future benefits. Also impacting the results was an increase in death benefits paid compared to the same periods in the prior year.
Investment Portfolio
Our invested assets from continuing operations totaled
$1.8 billion
at
September 30, 2017
, compared to
$1.8 billion
at
December 31, 2016
, an increase of $66.5 million. At
September 30, 2017
, fixed maturity securities and equity securities made up
82.3
percent and
15.0
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
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Table of Contents
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, 2017
is presented at carrying value in the following table:
Continuing Operations
Discontinued Operations
Property & Casualty Insurance
Life Insurance
Total
Percent
Percent
Percent
(In Thousands, Except Ratios)
of Total
of Total
of Total
Fixed maturities
(1)
Held-to-maturity
$
150
—
%
$
38
—
%
$
188
—
%
Available-for-sale
1,498,662
81.5
1,426,991
96.8
2,925,653
88.3
Trading securities
13,673
0.7
—
—
13,673
0.4
Equity securities
Available-for-sale
269,341
14.7
22,616
1.5
291,957
8.8
Trading securities
6,330
0.4
—
—
6,330
0.2
Mortgage loans
—
—
3,504
0.2
3,504
0.1
Policy loans
—
—
5,770
0.4
5,770
0.2
Other long-term investments
49,966
2.7
16,299
1.1
66,265
2.0
Short-term investments
175
—
—
—
175
—
Total
$
1,838,297
100.0
%
$
1,475,218
100.0
%
$
3,313,515
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 both
September 30, 2017
and
December 31, 2016
, we classified
$1.5 billion
, or
99.1 percent
, of our fixed maturities portfolio as available-for-sale. 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.
As of
September 30, 2017
and
December 31, 2016
, we did not have direct exposure to investments in subprime mortgages or other credit enhancement vehicles.
Credit Quality
The table below shows the composition of fixed maturity securities held in our available-for-sale, held-to-maturity and trading security portfolios, by credit rating for both continuing and discontinued operations at
September 30, 2017
and
December 31, 2016
. 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, Except Ratios)
September 30, 2017
December 31, 2016
Rating
Carrying Value
% of Total
Carrying Value
% of Total
AAA
$
867,490
29.5
%
$
782,329
26.9
%
AA
848,295
28.8
857,946
29.4
A
616,366
21.0
651,696
22.4
Baa/BBB
551,478
18.8
554,475
19.0
Other/Not Rated
55,885
1.9
66,268
2.3
$
2,939,514
100.0
%
$
2,912,714
100.0
%
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Table of Contents
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 from continuing operations decreased by 1.7 percent and increased 10.1 percent, respectively, in the
three- and nine-month periods ended September 30, 2017
, compared with the same periods of
2016
. The increase in the
nine-month period ended September 30, 2017
was primarily due to an increase in invested assets and changes in value of our investments in limited liability partnerships as compared to the same period in 2016. 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, 2017
, the change in value of our investments in limited liability partnerships from continuing operations resulted in investment income of
$2.0 million
and
$3.3 million
, respectively, as compared to an increase of
$3.6 million
and
$2.5 million
in investment income, respectively, in the same periods of
2016
. This resulted in an decrease of $1.6 million and an increase of $0.8 million in investment income in the
three- and nine-month periods ended September 30, 2017
, respectively.
Our net realized investment gains from continuing operations were
$0.1 million
and
$3.4 million
, respectively, during the
three- and nine-month periods ended September 30, 2017
, as compared with
$2.1 million
and
$4.8 million
, respectively, in the same periods of
2016
.
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, 2017
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, 2017
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, 2017
and 2016, there were no other-than-temporary impairment write-downs.
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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.
The following table displays a consolidated summary of cash sources and uses in
2017
and
2016
from continuing and discontinued operations:
Cash Flow Summary
Nine Months Ended September 30,
(In Thousands)
2017
2016
Cash provided by (used in)
Operating activities
$
116,296
$
128,069
Investing activities
(4,361
)
(20,024
)
Financing activities
(93,427
)
(73,550
)
Net increase in cash and cash equivalents
$
18,508
$
34,495
In the Consolidated Statement of Cash Flows, cash flows from discontinued operations are shown in separate lines in each of the operating, investing and financing sections of the Cash Flow Statement. Our cash flows from continuing operations were sufficient to meet our current liquidity needs for the
nine-month periods ended September 30, 2017 and 2016
and we anticipate they will be sufficient to meet our future liquidity needs.
Operating Activities
Net cash flows provided by operating activities totaled
$116.3 million
and
$128.1 million
for the
nine-month periods ended September 30, 2017 and 2016
, respectively. Cash flows from discontinued operations provided by operating activities totaled
$23.8 million
and
$46.0 million
for the
nine-month periods ended September 30, 2017 and 2016
, respectively.
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
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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
59.1 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, 2017
, our cash and cash equivalents included $13.9 million related to these money market accounts, compared to $16.8 million at
December 31, 2016
.
Net cash flows used in investing activities was
$4.4 million
and
$20.0 million
for the
nine-month periods ended September 30, 2017 and 2016
, respectively. For the
nine-month periods ended September 30, 2017 and 2016
, we had cash inflows from scheduled and unscheduled investment maturities, redemptions, prepayments, and sales of investments, from continuing operations of $142.7 million and $264.2 million, respectively. For the
nine-month periods ended September 30, 2017 and 2016
, we had cash inflows from scheduled and unscheduled investment maturities, redemptions, prepayments, and sales of investments, from discontinued operations of $96.5 million and $171.1 million, respectively.
Our cash outflows for investment purchases from continuing operations
were $167.0 million for the
nine-month period ended September 30, 2017
, compared to $315.8 million for the same period of
2016
. Our cash outflows for investment purchases from discontinued operations were $65.0 million for the
nine-month period ended September 30, 2017
, compared to $133.4 million for the same period of
2016
.
Financing Activities
Net cash flows used in financing activities were
$93.4 million
and
$73.6 million
for the
nine-month periods ended September 30, 2017 and 2016
, respectively. The increase is due to repurchases of common stock, an increase in the payment of cash dividends and a decrease in the issuance of common stock in the
nine-month period ended September 30, 2017
, compared to the same period of
2016
.
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, 2017
, there were no balances outstanding under this credit agreement. For further discussion of our credit agreement, refer to Part I, Item 1, Note 9 "Credit Facility" to the unaudited Consolidated Financial Statements.
Dividends
Dividends paid to shareholders totaled
$20.4 million
and
$18.2 million
in the
nine-month periods ended September 30, 2017 and 2016
, 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, UFG 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
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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, 2017
, UFG's sole direct insurance company subsidiary, United Fire & Casualty Company, was able to make a maximum of $27.1 million in dividend payments without prior regulatory approval. These restrictions will not have a material impact in meeting the cash obligations of UFG.
Stockholders' Equity
Stockholders' equity increased
0.2 percent
to
$944.0 million
at
September 30, 2017
, from
$941.9 million
at
December 31, 2016
. The increase was primarily attributable to net income of
$5.0 million
and an increase in net unrealized investment gains of
$38.2 million
, net of tax, during the first nine months of 2017, partially offset by shareholder dividends of
$20.4 million
and share repurchases of
$29.8 million
. At
September 30, 2017
, the book value per share of our common stock was
$37.99
compared to
$37.04
at
December 31, 2016
.
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
$3.7 million
at
September 30, 2017
.
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 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)
2017
2016
2017
2016
ISO catastrophes
$
25,628
$
10,517
$
62,170
$
49,686
Non-ISO catastrophes
(1)
5,077
2,014
6,596
2,711
Total catastrophes
$
30,705
$
12,531
$
68,766
$
52,397
(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, 2017
, 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, 2016
.
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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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, 2017
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
2016
Annual Report on Form 10-K filed with the SEC on
February 28, 2017
, 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, 2017
:
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)
7/1/2017 - 7/31/2017
4,904
$
43.00
4,904
2,436,959
8/1/2017 - 8/31/2017
127,387
42.41
127,387
2,309,572
9/1/2017 - 9/30/2017
73,000
40.92
73,000
2,236,572
Total
205,291
$
41.89
205,291
(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. As of September 30, 2017 we remained authorized to repurchase 2,236,572 shares of common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBIT INDEX
Exhibit number
Exhibit description
Furnished herewith
Filed herewith
2.1†
Stock Purchase Agreement, dated as of September 18, 2017, between United Fire & Casualty Company and Kuvare US Holdings, Inc., including the exhibits attached thereto (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, Filed on September 19, 2017).
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, 2017 formatted in XBRL: (i) Consolidated Balance Sheets at September 30, 2017 (unaudited) and December 31, 2016; (ii) Consolidated Statements of Income and Comprehensive Income (unaudited) for the three and nine months ended September 30, 2017 and 2016; (iii) Consolidated Statement of Stockholders’ Equity (unaudited) for the nine months ended September 30, 2017; (iv) Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2017 and 2016; and (v) Notes to Unaudited Consolidated Financial Statements, tagged as a block of text.
X
† The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The registrant agrees to furnish a copy of all omitted schedules to the Securities and Exchange Commission upon its request.
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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 8, 2017
November 8, 2017
(Date)
(Date)
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