UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 18, 2012
Donegal Group Inc.
(Exact name of registrant as specified in its charter)
DE |
0-15341 |
23-2424711 |
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1195 RIVER RD MARIETTA, PA |
17547 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 717-426-1931
________________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
||
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On April 18, 2012 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press release dated April 18, 2012
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Donegal Group Inc.
(Registrant) |
||
April 18, 2012
(Date) |
/s/ JEFFREY D. MILLER
Jeffrey D. Miller Senior Vice President and Chief Financial Officer |
Exhibit Index | ||
99.1 | Press release dated April 18, 2012 |
EXHIBIT 99.1
MARIETTA, Pa., April 18, 2012 (GLOBE NEWSWIRE) -- Donegal Group Inc. (Nasdaq:DGICA) (Nasdaq:DGICB) today reported its financial results for the first quarter of 2012:
Three Months Ended March 31, | ||||||
2012 | 2011 | % Change | ||||
(dollars in thousands, except per share amounts) |
||||||
Income Statement Data | ||||||
Net premiums earned | $ 114,692 | $ 103,795 | 10.5% | |||
Investment income, net | 5,090 | 5,230 | -2.7 | |||
Realized gains | 2,310 | 373 | 519.3 | |||
Total revenues | 125,348 | 111,583 | 12.3 | |||
Net income | 8,010 | 2,206 | 263.1 | |||
Operating income | 6,509 | 1,960 | 232.1 | |||
Per Share Data | ||||||
Net income – Class A (diluted) | $ 0.31 | $ 0.09 | 244.4% | |||
Net income – Class B | 0.29 | 0.08 | 262.5 | |||
Operating income – Class A (diluted) | 0.26 | 0.08 | 225.0 | |||
Operating income – Class B | 0.24 | 0.07 | 242.9 | |||
Book value | 15.28 | 14.96 | 2.1 | |||
1The "Definitions of Non-GAAP and Operating Measures" section of this release defines and reconciles data that the Company has not prepared in accordance with U.S. generally accepted accounting principles ("GAAP").
Donald H. Nikolaus, President and Chief Executive Officer of Donegal Group Inc., noted, "Our first quarter results represented a significant improvement, as we reported our highest level of quarterly earnings we have achieved over the past three years. Favorable underwriting results and realized investment gains contributed to our improved results. We attribute the slight decline in our investment income for the quarter to lower prevailing yields on investments."
Mr. Nikolaus added, "Our premium revenues rose due to growth in premiums we acquired, 11.2% organic growth in our commercial lines of business and the benefits of personal lines premium rate increases we implemented throughout 2011. The commercial lines organic growth represents a continuation of a trend that began in 2011. We believe this trend reflects the success of our efforts to increase our share of business within our existing independent agencies and to introduce commercial products in regions where we have acquired personal lines companies in the past several years. Further, we are seeing clear signs that the insurance market conditions in our operating regions are improving with rates stabilizing or firming across virtually all lines of business."
Mr. Nikolaus continued, "We reported an underwriting profit for the first quarter of 2012, as our underwriting results have begun to reflect the various initiatives we implemented during the past year, including re-inspection programs, re-underwriting of accounts with elevated loss ratios and increases in deductible requirements. We also benefited from mild winter weather conditions in our operating areas and a lower number of large fire losses during the quarter. We remain focused on underwriting profitability as our primary operating objective for 2012."
"With our first quarter of 2012 results beginning to demonstrate the positive impact of our underwriting initiatives, we believe that Donegal Group is well positioned to execute its long-term strategy of pursuing consolidation and acquisition opportunities, complementing those transactions with prudent organic growth and diversification and translating those initiatives into higher book value. We believe those strategies will help us to achieve our long-term objective to outperform the property and casualty insurance industry in terms of service, profitability and book value growth," Mr. Nikolaus concluded.
At March 31, 2012, the Company's book value per share was $15.28, up from $15.01 at December 31, 2011 and $14.96 at March 31, 2011. The Company attributes the increase in book value from year-end to the first quarter's positive operating results.
Insurance Operations
Donegal Group is an insurance holding company with insurance subsidiaries offering personal and commercial property and casualty lines of insurance in four Mid-Atlantic states (Delaware, Maryland, New York and Pennsylvania), three New England states (Maine, New Hampshire and Vermont), seven Southeastern states (Alabama, Georgia, North Carolina, South Carolina, Tennessee, Virginia and West Virginia) and eight Midwestern states (Indiana, Iowa, Michigan, Nebraska, Ohio, Oklahoma, South Dakota and Wisconsin). The insurance subsidiaries of Donegal Group conduct business together with Donegal Mutual Insurance Company as the Donegal Insurance Group.
Three Months Ended March 31, | ||||||
2012 | 2011 | % Change | ||||
(dollars in thousands) | ||||||
Net Premiums Written | ||||||
Personal lines: | ||||||
Automobile | $ 48,010 | $ 46,289 | 3.7% | |||
Homeowners | 20,232 | 19,438 | 4.1 | |||
Other | 3,639 | 3,388 | 7.4 | |||
Total personal lines | 71,881 | 69,115 | 4.0 | |||
Commercial lines: | ||||||
Automobile | 12,860 | 11,331 | 13.5 | |||
Workers' compensation | 18,653 | 14,951 | 24.8 | |||
Commercial multi-peril | 16,425 | 15,249 | 7.7 | |||
Other | 1,500 | 1,544 | (2.8) | |||
Total commercial lines | 49,438 | 43,075 | 14.8 | |||
Total net premiums written | $ 121,319 | $ 112,190 | 8.1% | |||
The Company's net premiums written increased 8.1% in the first quarter of 2012, reflecting the 14.8% increase in commercial lines writings and 4.0% increase in personal lines writings. The $9.1 million increase in net premiums written for the quarter included:
Three Months Ended | ||||
March 31, | ||||
2012 | 2011 | |||
Statutory Combined Ratios | ||||
Personal Lines: | ||||
Automobile | 106.9% | 101.9% | ||
Homeowners | 95.5 | 105.4 | ||
Other | 77.3 | 82.0 | ||
Total personal lines | 101.6 | 101.8 | ||
Commercial Lines: | ||||
Automobile | 92.9 | 91.5 | ||
Workers' compensation | 93.7 | 95.8 | ||
Commercial multi-peril | 88.2 | 102.2 | ||
Other | 28.2 | 40.0 | ||
Total commercial lines | 88.8 | 94.3 | ||
Total lines | 96.9% | 99.1% | ||
GAAP Combined Ratios (Total Lines) | ||||
Loss ratio (non-weather) | 62.3% | 63.2% | ||
Loss ratio (weather-related) | 4.5 | 7.2 | ||
Expense ratio | 32.4 | 33.2 | ||
Dividend ratio | 0.2 | 0.2 | ||
Combined ratio | 99.4% | 103.8% | ||
Mr. Nikolaus commented, "Although we incurred approximately $2.7 million of catastrophe losses from localized wind and hail events in Michigan, Tennessee and Virginia in the first quarter of 2012, our total weather-related losses of approximately $5.1 million for the quarter compared favorably to weather-related losses of approximately $7.5 million for the first quarter of 2011 and our prior-five-year average for first quarter weather-related losses of $6.6 million."
Net premiums earned for the first quarter of 2012 rose 10.5%, due primarily to increases in net premiums written during 2011 and 2012. Net premiums earned for the first quarter of 2011 reflected a $1.8 million reduction related to MICO acquisition accounting.
The Company's statutory combined ratio was 96.9% for the first quarter of 2012, compared to 99.1% for the first quarter of 2011. The Company's statutory loss ratio1 of 66.4% for the first quarter of 2012 compared favorably to the Company's 69.4% statutory loss ratio for the first quarter of 2011. The improvement resulted from less severe winter weather claim activity and fewer large fire losses. Development of reserves for losses incurred in prior accident years was immaterial for the first quarter of 2012.
The Company's statutory expense ratio1 increased modestly to 30.3% for the first quarter of 2012, compared to 29.5% for the first quarter of 2011. The increase reflected higher underwriting-based incentive costs in the 2012 period as a result of improved underwriting profitability. The Company's other underwriting expenses for the prior year first quarter included approximately $700,000 related to MICO acquisition accounting, and the Company's GAAP expense ratio for the prior year first quarter reflected this additional expense.
Investment Operations
Donegal Group's investment strategy is to generate an appropriate amount of after-tax income on its invested assets while minimizing credit risk through investment in high-quality securities. As a result, the Company had invested 93.0% of its consolidated portfolio in diversified, highly rated and marketable fixed-maturity investments at March 31, 2012.
March 31, 2012 | December 31, 2011 | |||||||
Amount | % | Amount | % | |||||
(dollars in thousands) | ||||||||
Fixed maturities, at carrying value: | ||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies | $ 80,158 | 10.2% | $ 61,978 | 7.9% | ||||
Obligations of states and political subdivisions | 449,848 | 57.5 | 455,843 | 58.0 | ||||
Corporate securities | 72,189 | 9.2 | 64,363 | 8.2 | ||||
Residential mortgage-backed securities | 125,879 | 16.1 | 122,904 | 15.7 | ||||
Total fixed maturities | 728,074 | 93.0 | 705,088 | 89.8 | ||||
Equity securities, at fair value | 4,392 | 0.6 | 7,438 | 0.9 | ||||
Investments in affiliates | 33,189 | 4.2 | 32,322 | 4.1 | ||||
Short-term investments, at cost | 16,826 | 2.2 | 40,461 | 5.2 | ||||
Total investments | $ 782,481 | 100.0% | $ 785,309 | 100.0% | ||||
Average fixed-maturity yield | 2.6% | 2.8% | ||||||
Average tax-equivalent fixed-maturity yield | 3.6% | 3.8% | ||||||
Average fixed-maturity duration (years) | 4.8 | 4.5 | ||||||
Net investment income decreased by 2.7% for the first quarter of 2012, reflecting lower average investment yields on the Company's invested assets. Net realized investment gains were $2.3 million for the first quarter of 2012, compared to $373,073 for the first quarter of 2011. The Company had no impairments it considered to be other than temporary in its investment portfolio in the first quarter of 2012 or 2011.
Commenting on the Company's investment operations, Mr. Nikolaus said, "Our investment income continues to demonstrate our strict adherence to a conservative investment policy. We invested a portion of our short-term investment holdings into higher-yielding fixed-income securities during the first quarter of 2012."
Mr. Nikolaus added, "Our net income for the first quarter of 2012 also included the benefit of $1.2 million in earnings from our equity investment in Donegal Financial Services Corporation, which owns Union Community Bank, a federal savings bank with 13 branch offices in Lancaster County, Pennsylvania, and $533.2 million in assets at December 31, 2011. Union Community Bank is the successor bank to the merger of Province Bank and Union National Community Bank in May 2011."
Definitions of Non-GAAP and Operating Measures
The Company prepares its consolidated financial statements on the basis of GAAP. The Company's insurance subsidiaries also prepare financial statements based on statutory accounting principles prescribed or permitted by state insurance regulators. In addition to using GAAP-based performance measurements, the Company also utilizes certain non-GAAP financial measures that it believes are valuable in managing its business and for comparison to its peers. These non-GAAP measures are operating income (loss) and statutory combined ratio.
Operating income (loss) is a non-GAAP financial measure commonly used by insurance investors. The Company defines operating income (loss) as net income (loss) excluding after-tax net realized investment gains or losses. Because the Company's calculation may differ from similar measures used by other companies, investors should exercise caution when comparing the Company's measure of operating income (loss) to that of other companies.
The following table provides a reconciliation of net income to operating income:
Three Months Ended March 31, | ||||||
2012 | 2011 | % Change | ||||
(dollars in thousands, except per share amounts) | ||||||
Reconciliation of Net Income to Operating Income | ||||||
Net income | $ 8,010 | $ 2,206 | 263.1% | |||
Realized gains (after tax) | (1,501) | (246) | 510.2% | |||
Operating income | $ 6,509 | $ 1,960 | 232.1% | |||
Per Share Reconciliation of Net Income to Operating Income | ||||||
Net income – Class A (diluted) | $ 0.31 | $ 0.09 | 244.4% | |||
Realized gains (after tax) | (0.05) | (0.01) | 400.0% | |||
Operating income – Class A | $ 0.26 | $ 0.08 | 225.0% | |||
Net income – Class B | 0.29 | $ 0.08 | 262.5% | |||
Realized gains (after tax) | (0.05) | (0.01) | 400.0% | |||
Operating income – Class B | $ 0.24 | $ 0.07 | 242.9% | |||
Statutory combined ratio is a non-GAAP standard measurement of underwriting profitability that is based upon amounts determined under statutory accounting. The statutory combined ratio is the sum of the statutory loss ratio, which is the ratio of calendar-year incurred losses and loss expenses to premiums earned; the statutory expense ratio, which is the ratio of expenses incurred for net commissions, premium taxes and underwriting expenses to premiums written and the statutory dividend ratio, which is the ratio of dividends to policyholders to premiums earned. The statutory combined ratio does not reflect investment income, federal income taxes or other non-operating income or expense. A statutory combined ratio of less than 100% generally indicates underwriting profitability.
Conference Call
The Company will hold a conference call and webcast on Wednesday, April 18, 2012, beginning at 11:00 A.M. Eastern Time. You may listen via the Internet by accessing the webcast link in the Investors area of the Company's web site at www.donegalgroup.com. A replay of the conference call will also be available via the Company's web site.
About the Company
Donegal Group is an insurance holding company. The Company's Class A common stock and Class B common stock trade on NASDAQ under the symbols DGICA and DGICB, respectively. As an effective acquirer of small to medium-sized "main street" property and casualty insurers, Donegal Group has grown profitably over the past 25 years. The Company continues to seek opportunities for growth while striving to achieve its longstanding goal of outperforming the industry in terms of service and profitability.
Safe Harbor
We base all statements contained in this release that are not historic facts on our current expectations. These statements are forward-looking in nature (as defined in the Private Securities Litigation Reform Act of 1995) and involve a number of risks and uncertainties. Actual results could vary materially. Factors that could cause actual results to vary materially include: our ability to maintain profitable operations, the adequacy of the loss and loss expense reserves of our insurance subsidiaries, business and economic conditions in the areas in which we operate, interest rates, competition from various insurance and other financial businesses, terrorism, the availability and cost of reinsurance, legal and judicial developments, changes in regulatory requirements, our ability to integrate and manage successfully the companies we may acquire from time to time and other risks we describe from time to time in the periodic reports we file with the Securities and Exchange Commission. You should not place undue reliance on any such forward-looking statements. We disclaim any obligation to update such statements or to announce publicly the results of any revisions that we may make to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
Donegal Group Inc. | ||
Consolidated Statements of Income | ||
(unaudited; in thousands, except share data) | ||
Quarter Ended March 31, | ||
2012 | 2011 | |
Net premiums earned | $ 114,692 | $ 103,795 |
Investment income, net of expenses | 5,090 | 5,230 |
Net realized investment gains | 2,310 | 373 |
Lease income | 247 | 232 |
Installment payment fees | 1,835 | 1,834 |
Equity income | 1,174 | 119 |
Total revenues | 125,348 | 111,583 |
Net losses and loss expenses | 76,609 | 73,080 |
Amortization of deferred acquisition costs | 17,881 | 16,992 |
Other underwriting expenses | 19,247 | 17,447 |
Policyholder dividends | 289 | 207 |
Interest | 571 | 443 |
Other expenses | 903 | 818 |
Total expenses | 115,500 | 108,987 |
Income before income tax expense | 9,848 | 2,596 |
Income tax expense | 1,838 | 390 |
Net income | $ 8,010 | $ 2,206 |
Net income per common share: | ||
Class A - basic | $ 0.32 | $ 0.09 |
Class A - diluted | $ 0.31 | $ 0.09 |
Class B - basic and diluted | $ 0.29 | $ 0.08 |
Supplementary Financial Analysts' Data | ||
Weighted-average number of shares outstanding: | ||
Class A - basic | 19,996,285 | 20,012,648 |
Class A - diluted | 20,361,121 | 20,012,648 |
Class B - basic and diluted | 5,576,775 | 5,576,775 |
Net written premiums | $ 121,319 | $ 112,190 |
Book value per common share at end of period | $ 15.28 | $ 14.96 |
Donegal Group Inc. | ||
Consolidated Balance Sheets | ||
(in thousands) | ||
March 31, | December 31, | |
2012 | 2011 | |
(unaudited) | ||
ASSETS | ||
Investments: | ||
Fixed maturities: | ||
Held to maturity, at amortized cost | $ 56,384 | $ 58,490 |
Available for sale, at fair value | 671,690 | 646,598 |
Equity securities, at fair value | 4,392 | 7,438 |
Investments in affiliates | 33,189 | 32,322 |
Short-term investments, at cost | 16,826 | 40,461 |
Total investments | 782,481 | 785,309 |
Cash | 15,986 | 13,245 |
Premiums receivable | 110,775 | 104,715 |
Reinsurance receivable | 195,544 | 209,824 |
Deferred policy acquisition costs | 37,264 | 36,425 |
Prepaid reinsurance premiums | 108,904 | 106,450 |
Other assets | 30,722 | 34,825 |
Total assets | $ 1,281,676 | $ 1,290,793 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Liabilities: | ||
Losses and loss expenses | $ 430,650 | $ 442,408 |
Unearned premiums | 346,018 | 336,937 |
Accrued expenses | 17,857 | 20,957 |
Borrowings under line of credit | 54,500 | 54,500 |
Subordinated debentures | 20,465 | 20,465 |
Other liabilities | 21,260 | 32,075 |
Total liabilities | 890,750 | 907,342 |
Stockholders' equity: | ||
Class A common stock | 208 | 208 |
Class B common stock | 56 | 56 |
Additional paid-in capital | 171,403 | 170,837 |
Accumulated other comprehensive income | 22,452 | 23,533 |
Retained earnings | 207,595 | 199,605 |
Treasury stock, at cost | (10,788) | (10,788) |
Total stockholders' equity | 390,926 | 383,451 |
Total liabilities and stockholders' equity | $ 1,281,676 | $ 1,290,793 |
CONTACT: Jeffrey D. Miller Senior Vice President & Chief Financial Officer Phone: (717) 426-1931 E-mail: jeffmiller@donegalgroup.com