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DONEGAL GROUP INC

For the period ended Mar 31, 2024. Filed May 3, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 3, 2024

DGICB$27.10+5.7%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

Item 1.Financial Statements

ConsolidatedBalance Sheets

March 31, 2024December 31, 2023
(Unaudited)
Assets
Investments
Fixed maturities
Held to maturity, at amortized cost (net of allowance for expected credit losses of $1,329,099 and $1,325,847)$683,398,852$679,497,038
Available for sale, at fair value600,761,425589,348,243
Equity securities, at fair value28,883,31825,902,956
Short-term investments, at cost, which approximates fair value18,860,03032,305,408
Total investments1,331,903,6251,327,053,645
Cash19,805,04023,792,273
Accrued investment income10,497,3419,945,714
Premiums receivable193,160,160179,591,821
Reinsurance receivable (net of allowance for expected credit losses of $1,026,016 and $1,394,074)435,505,126441,431,334
Deferred policy acquisition costs78,857,10875,043,404
Deferred tax asset, net19,483,75519,532,525
Prepaid reinsurance premiums179,757,762168,724,465
Property and equipment, net2,594,0562,633,405
Accounts receivable - securities32,1621,501,079
Federal income taxes recoverable7,271,4158,102,321
Due from affiliate8,841,1781,907,527
Goodwill5,625,3545,625,354
Other intangible assets958,010958,010
Other15,961451,011
Total assets$2,294,308,053$2,266,293,888
Liabilities and Stockholders’ Equity
Liabilities
Losses and loss expenses$1,124,452,191$1,126,156,838
Unearned premiums634,136,621599,411,468
Accrued expenses3,685,5343,946,974
Reinsurance balances payable4,016,0808,758,976
Borrowings under lines of credit35,000,00035,000,000
Cash dividends declared to stockholders—5,569,992
Other7,931,1537,704,286
Total liabilities1,809,221,5791,786,548,534
Stockholders’ Equity
Preferred stock, $0.01 par value, authorized 2,000,000 shares; none issued——
Class A common stock, $0.01 par value, authorized 50,000,000 shares, issued 30,819,242 and 30,764,555 shares and outstanding 27,816,654 and 27,761,967 shares308,193307,646
Class B common stock, $0.01 par value, authorized 10,000,000 shares, issued 5,649,240 shares and outstanding 5,576,775 shares56,49256,492
Additional paid-in capital336,817,945335,694,478
Accumulated other comprehensive loss(34,483,112)(32,881,822)
Retained earnings223,613,313217,794,917
Treasury stock, at cost(41,226,357)(41,226,357)
Total stockholders’ equity485,086,474479,745,354
Total liabilities and stockholders’ equity$2,294,308,053$2,266,293,888

Index

Consolidated Statements of Income

Three Months Ended March 31,
20242023
Revenues:
Net premiums earned$227,748,679$215,233,160
Investment income, net of investment expenses10,972,3279,449,078
Net investment gains (losses) (includes ($77,051) and ($2,199,673) accumulated other comprehensive income reclassifications)2,113,378(331,189)
Lease income81,82389,347
Installment payment fees224,662305,375
Total revenues241,140,869224,745,771
Expenses:
Net losses and loss expenses150,896,415138,105,889
Amortization of deferred policy acquisition costs39,602,00037,798,000
Other underwriting expenses41,739,86840,611,437
Policyholder dividends1,054,6591,343,340
Interest154,597152,957
Other expenses, net444,934437,715
Total expenses233,892,473218,449,338
Income before income tax expense7,248,3966,296,433
Income tax expense (includes $16,181 and $461,931 income tax benefit from reclassification items)1,292,8451,092,837
Net income$5,955,551$5,203,596
Net income per share:
Class A common stock - basic and diluted$0.18$0.16
Class B common stock - basic and diluted$0.16$0.15

Consolidated Statements of Comprehensive Income

Three Months Ended March 31,
20242023
Net income$5,955,551$5,203,596
Other comprehensive (loss) income, net of tax
Unrealized (loss) income on securities:
Unrealized holding (loss) income during the period, net of income tax (benefit) expense of ($441,850) and $603,390(1,662,160)2,269,896
Reclassification adjustment for losses included in net income, net of income tax benefit of $16,181 and $461,93160,8701,737,742
Other comprehensive (loss) income(1,601,290)4,007,638
Comprehensive income$4,354,261$9,211,234

Index

Consolidated Statement of Stockholders’ Equity

Three Months Ended March 31, 2024

Class A SharesClass B SharesClass A AmountClass B AmountAdditional Paid-In CapitalAccumulated Other Comprehensive LossRetained EarningsTreasury StockTotal Stockholders’ Equity
Balance, December 31, 202330,764,5555,649,240$307,646$56,492$335,694,478$(32,881,822)$217,794,917$(41,226,357)$479,745,354
Issuance of common stock (stock compensation plans)38,287—383—472,740———473,123
Share-based compensation16,400—164—522,460———522,624
Net income——————5,955,551—5,955,551
Cash dividends declared——————(8,888)—(8,888)
Grant of stock options————128,267—(128,267)——
Other comprehensive loss—————(1,601,290)——(1,601,290)
Balance, March 31, 202430,819,2425,649,240$308,193$56,492$336,817,945$(34,483,112)$223,613,313$(41,226,357)$485,086,474

Three Months Ended March 31, 2023

Class A SharesClass B SharesClass A AmountClass B AmountAdditional Paid-In CapitalAccumulated Other Comprehensive LossRetained EarningsTreasury StockTotal Stockholders’ Equity
Balance, December 31, 202230,120,2635,649,240$301,203$56,492$325,601,647$(41,703,747)$240,563,774$(41,226,357)$483,593,012
Issuance of common stock (stock compensation plans)35,045—350—440,746———441,096
Share-based compensation143,004—1,431—2,218,355———2,219,786
Net income——————5,203,596—5,203,596
Cash dividends declared——————(7,057)—(7,057)
Grant of stock options————114,724—(114,724)——
Cumulative effect of adoption of updated guidance for credit losses at January 1, 2023——————(1,895,902)—(1,895,902)
Other comprehensive income—————4,007,638——4,007,638
Balance, March 31, 202330,298,3125,649,240$302,984$56,492$328,375,472$(37,696,109)$243,749,687$(41,226,357)$493,562,169

Index

Consolidated Statements of Cash Flows

Three Months Ended March 31,
20242023
Cash Flows from Operating Activities:
Net income$5,955,551$5,203,596
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, amortization and other non-cash items966,9111,122,609
Net investment (gains) losses(2,113,378)331,189
Changes in assets and liabilities:
Losses and loss expenses(1,704,647)2,488,926
Unearned premiums34,725,15332,031,102
Premiums receivable(13,568,339)(15,699,109)
Deferred acquisition costs(3,813,704)(4,019,366)
Deferred income taxes474,439355,524
Reinsurance receivable5,926,208(5,291,035)
Prepaid reinsurance premiums(11,033,297)(9,960,021)
Accrued investment income(551,627)(1,322,590)
Due from affiliate(6,933,651)(7,651,293)
Reinsurance balances payable(4,742,896)(220,377)
Current income taxes830,906749,813
Accrued expenses(261,440)465,988
Other, net661,955734,310
Net adjustments(1,137,407)(5,884,330)
Net cash provided by (used in) operating activities4,818,144(680,734)
Cash Flows from Investing Activities:
Purchases of fixed maturities, held to maturity(11,911,672)(12,092,863)
Purchases of fixed maturities, available for sale(46,490,362)(34,354,601)
Purchases of equity securities, available for sale(786,680)(3,590,015)
Maturity of fixed maturities:
Held to maturity8,008,0346,127,883
Available for sale30,922,24112,365,403
Sales of fixed maturities:
Available for sale2,995,648748,250
Sales of equity securities, available for sale—3,066,129
Net purchases of property and equipment—(44,700)
Net sales of short-term investments13,445,37829,183,513
Net cash (used in) provided by investing activities(3,817,413)1,408,999
Cash Flows from Financing Activities:
Cash dividends paid(5,578,880)(5,304,047)
Issuance of common stock590,9162,288,494
Net cash used in financing activities(4,987,964)(3,015,553)
Net decrease in cash(3,987,233)(2,287,288)
Cash at beginning of period23,792,27325,123,332
Cash at end of period$19,805,040$22,836,044
Cash paid during period - Interest$156,292$156,346
Net cash paid during period - Taxes$—$—

Index

DONEGAL GROUP INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1 -Organization

Donegal Mutual Insurance Company (“Donegal Mutual”) organized us as an insurance holding company on August 26, 1986. Our insurance subsidiaries are Atlantic States Insurance Company (“Atlantic States”), Michigan Insurance Company (“MICO”), the Peninsula Insurance Group (“Peninsula”), which consists of The Peninsula Insurance Company and its wholly owned subsidiary Peninsula Indemnity Company, and Southern Insurance Company of Virginia (“Southern”). Our insurance subsidiaries and their affiliates write commercial and personal lines of property and casualty coverages exclusively through a network of independent insurance agents in certain Mid-Atlantic, Midwestern, New England, Southern and Southwestern states.

At March 31, 2024, we hadthree segments: our investment function, our commercial lines of insurance and our personal lines of insurance. The commercial lines products of our insurance subsidiaries consist primarily of commercial automobile, commercial multi-peril and workers’ compensation policies. The personal lines products of our insurance subsidiaries consist primarily of homeowners and private passenger automobile policies.

At March 31, 2024, Donegal Mutual held approximately 44% of our outstanding Class A common stock and approximately 84% of our outstanding Class B common stock. This ownership provides Donegal Mutual with approximately 71% of the total voting power of our common stock. Our insurance subsidiaries and Donegal Mutual have interrelated operations due to a pooling agreement and other intercompany agreements and transactions. While each company maintains its separate corporate existence, our insurance subsidiaries and Donegal Mutual conduct business together as the Donegal Insurance Group. As such, Donegal Mutual and our insurance subsidiaries share the same business philosophy, the same management, the same employees and the same facilities and offer the same types of insurance products.

Atlantic States, our largest subsidiary, participates in a proportional reinsurance agreement (the“pooling agreement”) with Donegal Mutual. Under the pooling agreement, Donegal Mutual and Atlantic States contribute substantially all of their respective premiums, losses and loss expenses to the underwriting pool, and the underwriting pool, acting through Donegal Mutual, then allocates 80% of the pooled business to Atlantic States. Thus, Donegal Mutual and Atlantic States share the underwriting results of the pooled business in proportion to their respective participation in the underwriting pool.

In addition, Donegal Mutual has 100% quota-share reinsurance agreements with Mountain States Commercial Insurance Company, Mountain States Indemnity Company and Southern Mutual Insurance Company. Donegal Mutual places its assumed business from these companies into the underwriting pool.

The same executive management and underwriting personnel administer products, classes of business underwritten, pricing practices and underwriting standards of Donegal Mutual and our insurance subsidiaries. In addition, as the Donegal Insurance Group, Donegal Mutual and our insurance subsidiaries share a combined business plan to achieve market penetration and underwriting profitability objectives. The products our insurance subsidiaries and Donegal Mutual market are generally complementary, thereby allowing the Donegal Insurance Group to offer a broader range of products to a given market and to expand the Donegal Insurance Group’s ability to service an entire personal lines or commercial lines account. Distinctions within the products of Donegal Mutual and our insurance subsidiaries generally relate to specific risk profiles targeted within similar classes of business, such as preferred tier versus standard tier products, but we do not allocate all of the standard risk gradients to one company. Therefore, the underwriting profitability of the business the individual companies write directly will vary. However, the underwriting pool homogenizes the risk characteristics of all business that Donegal Mutual and Atlantic States write directly. The business Atlantic States derives from the underwriting pool represents a significant percentage of our total consolidated revenues.

Index

2 -Basis of Presentation

Our financial information for the interim periods included in this Form 10-Q Report is unaudited; however, our financial information we include in this Form 10-Q Report reflects all adjustments, consisting only of normal recurring adjustments that, in the opinion of our management, are necessary for a fair presentation of our financial position, results of operations and cash flows for those interim periods. Our results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations we expect for the year ending December 31, 2024.

We recommend you read the interim financial statements we include in this Form 10-Q Report in conjunction with the financial statements and the notes to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 that we filed with the Securities and Exchange Commission (“SEC”) on March 6, 2024.

3 -Net Income Per Share

We have two classes of common stock, which we refer to as our Class A common stock and our Class B common stock. Our certificate of incorporation provides that whenever our board of directors declares a dividend on our Class B common stock, our board of directors shall simultaneously declare a dividend on our Class A common stock that is payable to the holders of our Class A common stock at the same time and as of the same record date at a rate that is at least 10% greater than the rate at which our board of directors declared a dividend on our Class B common stock. Accordingly, we use the two-class method to compute our net income per share. The two-class method is an earnings allocation formula that determines net income per share separately for each class of common stock based on dividends we have declared and an allocation of our remaining undistributed net income using a participation percentage that reflects the dividend rights of each class. The table below presents for the periods indicated a reconciliation of the numerators and denominators we used to compute basic and diluted net income per share for our Class A common stock and our Class B common stock:

Three Months Ended March 31,
20242023
Class AClass BClass AClass B
(in thousands, except per share data)
Basic net income per share:
Numerator:
Allocation of net income$5,039$917$4,387$817
Denominator:
Weighted-average shares outstanding27,8115,57727,1935,577
Basic net income per share$0.18$0.16$0.16$0.15
Diluted net income per share:
Numerator:
Allocation of net income$5,039$917$4,387$817
Denominator:
Number of shares used in basic computation27,8115,57727,1935,577
Weighted-average shares effect of dilutive securities:
Director and employee stock options35—173—
Number of shares used in diluted computation27,8465,57727,3665,577
Diluted net income per share$0.18$0.16$0.16$0.15

We did not include outstanding options to purchase the following number of shares of Class A common stock in our computation of diluted net income per share because the exercise price of the options exceeded the average market price of our Class A common stock during the applicable periods.

Index

Three Months Ended March 31,
20242023
Number of options to purchase Class A shares excluded1,693,9042,307,435
4 -Reinsurance

Atlantic States and Donegal Mutual have participated in a pooling agreement since 1986 under which they pool substantially all of their respective premiums, losses and loss expenses, and Atlantic States and Donegal Mutual then share the underwriting results of the pool in accordance with the terms of the pooling agreement. Atlantic States has an 80% share of the results of the pool, and Donegal Mutual has a 20% share of the results of the pool.

Our insurance subsidiaries and Donegal Mutual participate in a consolidated third-party reinsurance program. The coverage and parameters of the program are common to all of our insurance subsidiaries and Donegal Mutual. The program utilizes several different reinsurers. They require their reinsurers to maintain an A.M. Best rating of A- (Excellent) or better or, with respect to foreign reinsurers, have a financial condition that, in the opinion of our management, is equivalent to a company with at least an A- rating from A.M. Best. The following information describes the external reinsurance Donegal Mutual and our insurance subsidiaries have in place for 2024:

•excess of loss reinsurance, under which Donegal Mutual and our insurance subsidiaries recover losses over a set retention of $3.0 million for all losses other than property and a set retention of $4.0 million for property losses; and
•catastrophe reinsurance, under which Donegal Mutual and our insurance subsidiaries recover 100% of an accumulation of many losses resulting from a single event, including natural disasters, over a set retention of $25.0 million up to aggregate losses of $175.0 million per occurrence.

For property insurance, our insurance subsidiaries have excess of loss reinsurance that provides coverage of $36.0 million per loss over a set retention of $4.0 million. For liability insurance, our insurance subsidiaries have excess of loss reinsurance that provides coverage of $72.0 million per occurrence over a set retention of $3.0 million. For workers’ compensation insurance, our insurance subsidiaries have excess of loss reinsurance that provides coverage of $17.0 million on any one life over a set retention of $3.0 million.

In addition to the pooling agreement and third-party reinsurance, our insurance subsidiaries have a catastrophe reinsurance agreement with Donegal Mutual, under which each of our insurance subsidiaries recovers 100% of an accumulation of multiple losses resulting from a single event, including natural disasters, over a set retention of $3.0 million up to aggregate losses of $22.0 million per occurrence. The agreement also provides additional coverage for an accumulation of losses from a single event including a combination of our insurance subsidiaries over a combined retention of $6.0 million. The purpose of the agreement is to lessen the effects of an accumulation of losses arising from one event to levels that are appropriate given each subsidiary’s size, underwriting profile and surplus.

Our insurance subsidiaries and Donegal Mutual also purchase facultative reinsurance to cover certain exposures, including property exposures that exceeded the limits provided by their respective treaty reinsurance.

In order to write automobile insurance in the state of Michigan, Atlantic States, MICO and Peninsula are required to be members of the Michigan Catastrophic Claims Association (“MCCA”). The MCCA provides reinsurance to Atlantic States, MICO and Peninsula for personal automobile and commercial automobile personal injury claims in the state of Michigan over a set retention.

Index

We report reinsurance receivable net of an allowance for expected credit losses. We base the allowance upon our ongoing review of amounts outstanding, historical loss data, changes in reinsurer credit standing and other relevant factors. We use a probability-of-default methodology, which reflects current and forecasted economic conditions, to estimate the allowance for expected credit losses.

5 -Investments

The amortized cost and estimated fair values of our fixed maturities at March 31, 2024 were as follows:

Carrying ValueAllowance for Credit LossesAmortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
(in thousands)
Held to Maturity
U.S. Treasury securities and obligations of U.S. government corporations and agencies$91,551$55$91,606$—$9,550$82,056
Obligations of states and political subdivisions376,569266376,8351,05750,664327,228
Corporate securities202,0931,001203,09424615,565187,775
Mortgage-backed securities13,186713,193944712,755
Totals$683,399$1,329$684,728$1,312$76,226$609,814
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
(in thousands)
Available for Sale
U.S. Treasury securities and obligations of U.S. government corporations and agencies$91,561$79$4,585$87,055
Obligations of states and political subdivisions41,893104,16437,739
Corporate securities208,8887413,792195,170
Mortgage-backed securities300,87437720,454280,797
Totals$643,216$540$42,995$600,761

At March 31, 2024, our holdings of obligations of states and political subdivisions included general obligation bonds with an aggregate fair value of $241.5 million and an amortized cost of $277.9 million. Our holdings at March 31, 2024 also included special revenue bonds with an aggregate fair value of $123.5 million and an amortized cost of $140.8 million. With respect to both categories of those bonds at March 31, 2024, we held no securities of any issuer that comprised more than 10% of our holdings of either bond category. Education bonds and water and sewer utility bonds represented 47% and 36%, respectively, of our total investments in special revenue bonds based on the carrying values of these investments at March 31, 2024. Many of the issuers of the special revenue bonds we held at March 31, 2024 have the authority to impose ad valorem taxes. In that respect, many of the special revenue bonds we held are similar to general obligation bonds.

Index

The amortized cost and estimated fair values of our fixed maturities at December 31, 2023 were as follows:

Carrying ValueAllowance for Credit LossesAmortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
(in thousands)
Held to Maturity
U.S. Treasury securities and obligations of U.S. government corporations and agencies$91,518$54$91,572$—$8,885$82,687
Obligations of states and political subdivisions376,898266377,1641,44946,845331,768
Corporate securities201,8471,000202,84720714,805188,249
Mortgage-backed securities9,23469,240—4188,822
Totals$679,497$1,326$680,823$1,656$70,953$611,526
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
(in thousands)
Available for Sale
U.S. Treasury securities and obligations of U.S. government corporations and agencies$89,367$199$4,147$85,419
Obligations of states and political subdivisions41,958123,85438,116
Corporate securities211,88210015,189196,793
Mortgage-backed securities286,52059418,094269,020
Totals$629,727$905$41,284$589,348

At December 31, 2023, our holdings of obligations of states and political subdivisions included general obligation bonds with an aggregate fair value of $245.1 million and an amortized cost of $278.3 million. Our holdings also included special revenue bonds with an aggregate fair value of $124.8 million and an amortized cost of $140.8 million. With respect to both categories of bonds, we held no securities of any issuer that comprised more than 10% of that category at December 31, 2023. Education bonds and water and sewer utility bonds represented 47% and 35%, respectively, of our total investments in special revenue bonds based on their carrying values at December 31, 2023. Many of the issuers of the special revenue bonds we held at December 31, 2023 have the authority to impose ad valorem taxes. In that respect, many of the special revenue bonds we held are similar to general obligation bonds.

We have segregated within accumulated other comprehensive loss the net unrealized losses of $15.1 million arising prior to the November 30, 2013 reclassification date for fixed maturities reclassified from available for sale to held to maturity. We are amortizing this balance over the remaining life of the related securities as an adjustment of yield in a manner consistent with the accretion of discount on the same fixed maturities. We recorded amortization of 48,577 and $77,032 in other comprehensive (loss) income during the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024 and December 31, 2023, net unrealized losses of $1.2 million and $1.3 million, respectively, remained within accumulated other comprehensive loss.

Index

We show below the amortized cost and estimated fair value of our fixed maturities at March 31, 2024 by contractual maturity. Expected maturities may differ from contractual maturities because issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.

Amortized CostEstimated Fair Value
(in thousands)
Held to maturity
Due in one year or less$42,228$41,549
Due after one year through five years130,205121,873
Due after five years through ten years237,241216,118
Due after ten years261,861217,519
Mortgage-backed securities13,19312,755
Total held to maturity$684,728$609,814
Available for sale
Due in one year or less$62,925$61,761
Due after one year through five years170,058160,071
Due after five years through ten years86,13877,937
Due after ten years23,22120,195
Mortgage-backed securities300,874280,797
Total available for sale$643,216$600,761

The cost and estimated fair values of our equity securities at March 31, 2024 were as follows:

CostGross GainsGross LossesEstimated Fair Value
(in thousands)
Equity securities$19,631$9,315$63$28,883

The cost and estimated fair values of our equity securities at December 31, 2023 were as follows:

CostGross GainsGross LossesEstimated Fair Value
(in thousands)
Equity securities$18,844$7,059$—$25,903

Index

We present below gross gains and losses from investments and the change in the difference between fair value and cost of investments:

Three Months Ended March 31,
20242023
(in thousands)
Gross realized gains:
Fixed maturities$4$22
Equity securities—285
4307
Gross realized losses:
Fixed maturities812,222
Equity securities—46
812,268
Net realized losses(77)(1,961)
Gross unrealized gains on equity securities2,2562,202
Gross unrealized losses on equity securities(63)(485)
Fixed maturities - credit impairment charges(3)(87)
Net investment gains (losses)$2,113$(331)

We held fixed maturities with unrealized losses representing declines that we considered temporary at March 31, 2024 as follows:

Less Than 12 MonthsMore Than 12 Months
Fair ValueUnrealized LossesFair ValueUnrealized Losses
(in thousands)
U.S. Treasury securities and obligations of U.S. government corporations and agencies$37,188$299$125,533$13,836
Obligations of states and political subdivisions29,747251304,13954,577
Corporate securities18,034431343,67328,926
Mortgage-backed securities58,891656187,69720,245
Totals$143,860$1,637$961,042$117,584

We held fixed maturities with unrealized losses representing declines that we considered temporary at December 31, 2023 as follows:

Less Than 12 MonthsMore Than 12 Months
Fair ValueUnrealized LossesFair ValueUnrealized Losses
(in thousands)
U.S. Treasury securities and obligations of U.S. government corporations and agencies$32,224$217$116,538$12,815
Obligations of states and political subdivisions13,09768307,42950,631
Corporate securities13,066324353,86329,670
Mortgage-backed securities46,964221178,11318,291
Totals$105,351$830$955,943$111,407

Index

We make estimates concerning the valuation of our investments and, as applicable, the recognition of declines in the value of our investments. For equity securities, we measure investments at fair value, and we recognize changes in fair value in our results of operations. With respect to an available-for-sale debt security that is in an unrealized loss position, we first assess if we intend to sell the debt security. If we determine we intend to sell the debt security, we recognize the impairment loss in our results of operations. If we do not intend to sell the debt security, we determine whether it is more likely than not that we will be required to sell the debt security prior to recovery. If we determine it is more likely than not that we will be required to sell the debt security prior to recovery, we recognize the impairment loss in our results of operations. If we determine it is more likely than not that we will not be required to sell the debt security prior to recovery, we then evaluate whether a credit loss has occurred with respect to that security. We determine whether a credit loss has occurred by comparing the amortized cost of the debt security to the present value of the cash flows we expect to collect. If we expect a cash flow shortfall, we consider that a credit loss has occurred. If we determine that a credit loss has occurred, we establish an allowance for credit loss. We then recognize the amount of the allowance in our results of operations, and we recognize the remaining portion of the impairment loss in our other comprehensive income, net of applicable taxes. We regularly review the allowance for credit losses and recognize changes in the allowance in our results of operations. In addition, we may write down securities in an unrealized loss position based on a number of other factors, including when the fair value of an investment is significantly below its cost, when the financial condition of the issuer of a security has deteriorated, the occurrence of industry, issuer or geographic events that have negatively impacted the value of a security and rating agency downgrades. For held-to-maturity debt securities, we make estimates concerning expected credit losses at an aggregated level rather that monitoring individual debt securities for credit losses. We establish an allowance for expected credit losses based on an ongoing review of securities held, historical loss data, changes in issuer credit standing and other relevant factors. We utilize a probability-of-default methodology, which reflects current and forecasted economic conditions, to estimate the allowance for expected credit losses and recognize changes to the allowance in our results of operations. We held 893 debt securities that were in an unrealized loss position at March 31, 2024. Based upon our analysis of general market conditions and underlying factors impacting these debt securities, we considered these declines in value to be temporary.

We amortize premiums and discounts on debt securities over the life of the security as an adjustment to yield using the effective interest method. We compute realized investment gains and losses using the specific identification method.

We amortize premiums and discounts on mortgage-backed debt securities using anticipated prepayments.

6 -Segment Information

We evaluate the performance of our personal lines and commercial lines segments based upon the underwriting results of our insurance subsidiaries using statutory accounting principles (“SAP”) that various state insurance departments prescribe or permit. Our management uses SAP to measure the performance of our insurance subsidiaries instead of United States generally accepted accounting principles (“GAAP”). SAP financial measures are considered non-GAAP financial measures under applicable SEC rules because they include or exclude certain items that the most comparable GAAP financial measures do not ordinarily include or exclude.

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Financial data by segment for the three months ended March 31, 2024 and 2023 is as follows:

Three Months Ended March 31,
20242023
(in thousands)
Revenues:
Premiums earned:
Commercial lines$132,092$133,187
Personal lines95,65782,046
GAAP premiums earned227,749215,233
Net investment income10,9729,449
Investment gains (losses)2,113(331)
Other307395
Total revenues$241,141$224,746
Income before income tax expense:
Underwriting (loss) gain:
Commercial lines$(10,371)$(7,912)
Personal lines(532)879
SAP underwriting loss(10,903)(7,033)
GAAP adjustments5,3594,407
GAAP underwriting loss(5,544)(2,626)
Net investment income10,9729,449
Investment gains (losses)2,113(331)
Other(293)(196)
Income before income tax expense$7,248$6,296
7 -Borrowings

Lines of Credit

In August 2020, we entered into a credit agreement with Manufacturers and Traders Trust Company (“M&T”) that related to a $20.0 million unsecured demand line of credit. The line of credit has no expiration date, no annual fees and no covenants. At March 31, 2024, we hadno outstanding borrowings from M&T and had the ability to borrow up to $20.0 million at an interest rate equal to the then-current Term SOFR rate plus 2.11%.

Atlantic States is a member of the FHLB of Pittsburgh. Through its membership, Atlantic States has the ability to issue debt to the FHLB of Pittsburgh in exchange for cash advances. Atlantic States has a fixed-rate cash advance of $35.0 million that was outstanding at March 31, 2024. The cash advance carries a fixed interest rate of 1.74% and is due in August 2024. The table below presents the amount of FHLB of Pittsburgh stock Atlantic States purchased, collateral pledged and assets related to Atlantic States’ membership in the FHLB of Pittsburgh at March 31, 2024.

FHLB of Pittsburgh stock purchased and owned$1,591,800
Collateral pledged, at par (carrying value $41,087,980)44,459,589
Borrowing capacity currently available3,579,560

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8 -Share–Based Compensation

We measure all share-based payments to employees, including grants of stock options, and use a fair-value-based method for the recording of related compensation expense in our results of operations. In determining the expense we record for stock options granted to directors and employees of our subsidiaries and affiliates, we estimate the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The significant assumptions we utilize in applying the Black-Scholes option pricing model are the risk-free interest rate, the expected term, the dividend yield and the expected volatility.

We recorded compensation expense related to our stock compensation plans of $286,001 and $251,773 for the three months ended March 31, 2024 and 2023, respectively, with a corresponding income tax benefit of $60,060 and $52,872, respectively. At March 31, 2024, we had $1.6 million of unrecognized compensation expense related to nonvested share-based compensation granted under our stock compensation plans that we expect to recognize over a weighted average period of approximately 1.8 years.

We received cash from option exercises under all stock compensation plans during the three months ended March 31, 2024 and 2023 of $236,624 and $2.0 million, respectively. We realized actual tax benefits for the tax deductions related to those option exercises of $1,719 and $46,188 for the three months ended March 31, 2024 and 2023, respectively.

9 -Fair Value Measurements

We account for financial assets using a framework that establishes a hierarchy that ranks the quality and reliability of the inputs, or assumptions, we use in the determination of fair value, and we classify financial assets and liabilities carried at fair value in one of the following three categories:

Level 1 – quoted prices in active markets for identical assets and liabilities;

Level 2 – directly or indirectly observable inputs other than Level 1 quoted prices; and

Level 3 – unobservable inputs not corroborated by market data.

For investments that have quoted market prices in active markets, we use the quoted market price as fair value and include these investments in Level 1 of the fair value hierarchy. We classify publicly-traded equity securities as Level 1. When quoted market prices in active markets are not available, we base fair values on quoted market prices of comparable instruments or price estimates we obtain from independent pricing services and include these investments in Level 2 of the fair value hierarchy. We classify our fixed maturity investments and non-publicly traded equity securities as Level 2. Our fixed maturity investments consist of U.S. Treasury securities and obligations of U.S. government corporations and agencies, obligations of states and political subdivisions, corporate securities and mortgage-backed securities.

We present our investments in available-for-sale fixed maturity and equity securities at estimated fair value. The estimated fair value of a security may differ from the amount that could be realized if we sold the security in a forced transaction. In addition, the valuation of fixed maturity investments is more subjective when markets are less liquid, increasing the potential that the estimated fair value does not reflect the price at which an actual transaction would occur. We utilize nationally recognized independent pricing services to estimate fair values or obtain market quotations for substantially all of our fixed maturity and equity investments. We generally obtain two prices per security. These pricing services utilize market quotations for fixed maturity and equity securities that have quoted prices in active markets. For fixed maturity securities that generally do not trade on a daily basis, the pricing services prepare estimates of fair value measurements based predominantly on observable market inputs. The pricing services do not use broker quotes in determining the fair values of our investments. Our investment personnel review the estimates of fair value the pricing services provide to verify that the estimates we obtain from the pricing services are representative of fair values based upon our investment personnel’s general knowledge of the market, their research findings related to unusual fluctuations in value and their comparison of such values to execution prices for similar securities. Our investment personnel monitor the market and are familiar with current trading ranges for similar securities and the pricing of specific investments. Our investment personnel review all pricing estimates that we receive from the pricing services against their expectations with respect to pricing based on fair market curves, security ratings, coupon rates, security types and recent trading activity. Our investment personnel periodically review documentation with respect to the pricing services’ pricing methodology that they obtain to determine if the primary pricing sources, market inputs and pricing frequency for various security types are reasonable. At March 31, 2024, we received two estimates per security from the pricing services, and we priced substantially all of our Level 1 and Level 2 investments using those prices. In our review of the estimates the pricing services provided at March 31, 2024, we did not identify any material discrepancies, and we did not make any adjustments to the estimates the pricing services provided.

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We present our cash and short-term investments at estimated fair value. We classify these items as Level 1.

The carrying values we report in our balance sheet for premium receivables, reinsurance receivables related to paid losses and loss expenses and reinsurance balances payable approximate their fair values. The carrying amounts we report in our balance sheets for our borrowings under lines of credit approximate their fair values. We classify these items as Level 3.

We evaluate our assets and liabilities to determine the appropriate level at which to classify them for each reporting period.

The following table presents our fair value measurements for our investments in available-for-sale fixed maturity and equity securities at March 31, 2024:

Fair Value Measurements Using
Fair ValueQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in thousands)
U.S. Treasury securities and obligations of U.S. government corporations and agencies$87,055$—$87,055$—
Obligations of states and political subdivisions37,739—37,739—
Corporate securities195,170—195,170—
Mortgage-backed securities280,797—280,797—
Equity securities28,88326,8911,992—
Total investments in the fair value hierarchy$629,644$26,891$602,753$—

The following table presents our fair value measurements for our investments in available-for-sale fixed maturity and equity securities at December 31, 2023:

Fair Value Measurements Using
Fair ValueQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in thousands)
U.S. Treasury securities and obligations of U.S. government corporations and agencies$85,419$—$85,419$—
Obligations of states and political subdivisions38,116—38,116—
Corporate securities196,793—196,793—
Mortgage-backed securities269,020—269,020—
Equity securities25,90323,9111,992—
Totals$615,251$23,911$591,340$—
10 -Income Taxes

At March 31, 2024 and December 31, 2023, respectively, we had no material unrecognized tax benefits or accrued interest and penalties. In 2019, the Internal Revenue Service (“IRS”) began a federal income tax audit of our consolidated tax returns for tax years 2016 to 2018. No material issues have been raised and no adjustments have been proposed as a result of this ongoing audit. We provide a valuation allowance when we believe it is more likely than not that we will not realize some portion of our tax assets. We established a valuation allowance of $8.1 million for our net state operating loss carryforward, which will expire between 2024 and 2043. We have determined that we are not required to establish a valuation allowance for our other deferred tax assets of $39.4 million and $38.4 million at March 31, 2024 and December 31, 2023, respectively, because it is more likely than not that we will realize these deferred tax assets through reversals of existing temporary differences, future taxable income and the implementation of tax planning strategies.

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11 -Liabilities for Losses and Loss Expenses

The establishment of appropriate liabilities for losses and loss expenses is an inherently uncertain process, and we can provide no assurance that our insurance subsidiaries’ ultimate liabilities for losses and loss expenses will not exceed their loss and loss expense reserves and have an adverse effect on our results of operations and financial condition. For example, legislative, judicial and regulatory actions may expand coverage definitions, retroactively mandate coverage or otherwise require our insurance subsidiaries to pay losses for damages that their policies explicitly excluded or did not intend to cover. Furthermore, we cannot predict the timing, frequency and extent of adjustments to our insurance subsidiaries’ estimated future liabilities, because the historical conditions and events that serve as a basis for our insurance subsidiaries’ estimates of ultimate claim costs may change. As is the case for substantially all property and casualty insurance companies, our insurance subsidiaries have found it necessary in the past to increase their estimated future liabilities for losses and loss expenses in certain periods, and, in other periods, their estimated future liabilities for losses and loss expenses have exceeded their actual liabilities for losses and loss expenses. Changes in our insurance subsidiaries’ estimate of their liabilities for losses and loss expenses generally reflect actual payments and their evaluation of information received subsequent to the prior reporting period.

We summarize activity in our insurance subsidiaries’ liabilities for losses and loss expenses as follows:

Three Months Ended March 31,
20242023
(in thousands)
Balance at January 1$1,126,157$1,121,046
Less reinsurance recoverable(437,014)(451,184)
Cumulative effect of adoption of updated accounting guidance for credit losses at January 1—1,132
Net balance at January 1689,143670,994
Incurred related to:
Current year159,289146,413
Prior years(8,393)(8,307)
Total incurred150,896138,106
Paid related to:
Current year47,88641,205
Prior years98,19798,820
Total paid146,083140,025
Net balance at end of period693,956669,075
Plus reinsurance recoverable430,496454,460
Balance at end of period$1,124,452$1,123,535

Our insurance subsidiaries recognized a decrease in their liabilities for losses and loss expenses of prior years of $8.4 million and $8.3 million for the three months ended March 31, 2024 and 2023, respectively. Our insurance subsidiaries made no significant changes in their reserving philosophy or claims management personnel, and they have made no significant offsetting changes in estimates that increased or decreased their loss and loss expense reserves in those years. The 2024 development represented 1.2% of the December 31, 2023 net carried reserves and resulted from lower-than-expected loss emergence or severity primarily in the commercial multi-peril, commercial automobile and homeowners lines of business. The majority of the 2024 development related to decreases in the liabilities for losses and loss expenses of prior years for Atlantic States and MICO. The 2023 development represented 1.2% of the December 31, 2022 net carried reserves and resulted primarily from lower-than-expected loss emergence or severity primarily in the commercial automobile, workers’ compensation and commercial multi-peril lines of business. The majority of the 2023 development related to decreases in the liabilities for losses and loss expenses of prior years for Atlantic States and MICO.

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Short-duration contracts are contracts for which our insurance subsidiaries receive premiums that they recognize as revenue over the period of the contract in proportion to the amount of insurance protection our insurance subsidiaries provide. Our insurance subsidiaries consider the policies they issue to be short-duration contracts. We consider the material lines of business of our insurance subsidiaries to be personal automobile, homeowners, commercial automobile, commercial multi-peril and workers’ compensation.

Our insurance subsidiaries determine incurred but not reported (“IBNR”) reserves by subtracting the cumulative loss and loss expense amounts our insurance subsidiaries have paid and the case reserves our insurance subsidiaries have established at the balance sheet date from their actuaries’ estimate of the ultimate cost of losses and loss expenses. Accordingly, the IBNR reserves of our insurance subsidiaries include their actuaries’ projections of the cost of unreported claims as well as their actuaries’ projected development of case reserves on known claims and reopened claims. Our insurance subsidiaries’ methodology for estimating IBNR reserves has been in place for many years, and their actuaries made no significant changes to that methodology during the three months ended March 31, 2024.

The actuaries for our insurance subsidiaries generally prepare an initial estimate for ultimate losses and loss expenses for the current accident year by multiplying earned premium by an “a priori,” orexpected, loss ratio for each line of business our insurance subsidiaries write. Expected loss ratios represent the actuaries’ expectation of losses at the time our insurance subsidiaries price and write their policies and before the emergence of any actual claims experience. The actuaries determine an expected loss ratio by analyzing historical experience and adjusting for loss cost trends, loss frequency and severity trends, premium rate level changes, reported and paid loss emergence patterns and other known or observed factors.

The actuaries use a variety of actuarial methods to estimate the ultimate cost of losses and loss expenses. These methods include paid loss development, incurred loss development and the Bornhuetter-Ferguson method from which the actuaries select loss development factor assumptions. The actuaries base their selection of a point estimate on a judgmental weighting of the estimates each of these methods produce.

The actuaries consider loss frequency and severity trends when they develop expected loss ratios and point estimates. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure of the average size of claims. Factors that affect loss frequency include changes in weather patterns and economic activity. Factors that affect loss severity include changes in policy limits, reinsurance retentions, inflation rates and judicial interpretations.

Our insurance subsidiaries create a claim file when they receive notice of an actual demand for payment, an event that may lead to a demand for payment or when they otherwise determine that a demand for payment could potentially lead to a future demand for payment on another coverage under the same policy or another policy they have issued. In recent years, our insurance subsidiaries have noted an increase in the period of time between the occurrence of a casualty loss event and the date at which they receive notice of a liability claim. Changes in the length of time between the loss occurrence date and the claim reporting date affect the actuaries’ ability to predict loss frequency accurately and the amount of IBNR reserves our insurance subsidiaries require.

Our insurance subsidiaries generally create a claim file for a policy at the claimant level by type of coverage and generally recognize one count for each claim event. In certain lines of business where it is common for multiple parties to claim damages arising from a single claim event, our insurance subsidiaries recognize one count for each claimant involved in the event. Atlantic States recognizes one count for each claim event, or claimant involved in a multiple-party claim event, related to losses Atlantic States assumes through its participation in its pooling agreement with Donegal Mutual. Our insurance subsidiaries accumulate the claim counts and report them by line of business.

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12 -Allowance for Expected Credit Losses

We make estimates with respect to the potential impairment of financial instruments and recognize expected credit losses as an allowance rather than impairments as credit losses are incurred. We have established allowances for expected credit losses with respect to held-to-maturity debt securities and reinsurance recoverable.

Held-to-Maturity Fixed-Maturity Securities

For held-to-maturity debt securities, we make estimates concerning expected credit losses at an aggregated level rather that monitoring individual debt securities for credit losses. We establish an allowance for expected credit losses based on an ongoing review of securities held, historical loss data, changes in issuer credit standing and other relevant factors. We utilize a probability-of-default methodology, which reflects current and forecasted economic conditions, to estimate the allowance for expected credit losses and recognize changes to the allowance in our results of operations.

The following table presents the balances for fixed maturities classified as held-to-maturity, net of the allowance for expected credit losses, at March 31, 2024 and 2023 and changes in the allowance for expected credit losses for the three months ended March 31, 2024 and 2023.

At and For the Three Months Ended March 31, 2024At and For the Three Months Ended March 31, 2023
Held-to- Maturity, Net of Allowance for Expected Credit LossesAllowance for Expected Credit LossesHeld-to- Maturity, Net of Allowance for Expected Credit LossesAllowance for Expected Credit Losses
(in thousands)
Balance at beginning of period$679,497$1,326$668,439$—
Cumulative effect of adoption of updated accounting guidance for credit losses—1,268
Current period change for expected credit losses387
Balance at end of period$683,399$1,329$693,779$1,355

Reinsurance Receivable

For reinsurance receivable, we establish an allowance for expected credit losses based upon our ongoing review of amounts outstanding, historical loss data, changes in reinsurer credit standing and other relevant factors. We utilize a probability-of-default methodology, which reflects current and forecasted economic conditions, to estimate the allowance for expected credit losses and recognize changes to the allowance in our results of operations.

The following table presents the balances for reinsurance receivable, net of the allowance for expected credit losses, at March 31, 2024 and 2023, and the changes in the allowance for expected credit losses for the three months ended March 31, 2024 and 2023.

At and For the Three Months Ended March 31, 2024At and For the Three Months Ended March 31, 2023
Reinsurance Receivable, Net of Allowance for Expected Credit LossesAllowance for Expected Credit LossesReinsurance Receivable, Net of Allowance for Expected Credit LossesAllowance for Expected Credit Losses
(in thousands)
Balance at beginning of period$441,431$1,394$456,522$—
Cumulative effect of adoption of updated accounting guidance for credit losses—1,132
Current period change for expected credit losses(368)335
Balance at end of period$435,505$1,026$460,681$1,467

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13 -Impact of New Accounting Standards

In September 2016, the FASB issued guidance that amended previous guidance on the impairment of financial instruments by adding an impairment model that requires an entity to recognize expected credit losses as an allowance rather than impairments as credit losses are incurred. The intent of this guidance is to reduce complexity and result in a more timely recognition of expected credit losses. In November 2019, the FASB issued guidance that delayed the effective date for “smaller reporting companies,” as defined in Item 10(f)(1) of Regulation S-K, to annual and interim reporting periods beginning after December 15, 2023 from December 15, 2019. We were a smaller reporting company at the time this guidance was issued, and our adoption of this guidance on January 1, 2023 resulted in an after-tax decrease in retained earnings of $1.9 million. The adoption of this guidance did not have a significant impact on our results of operations or cash flows.

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