ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Protective Insurance Corporation is a property-casualty insurer specializing in marketing and underwriting property, liability and workers'
compensation coverage for trucking and public transportation fleets, as well as coverage for trucking industry independent contractors. Additionally, we offer workers' compensation coverage for a variety of operations outside the transportation
industry. We operate as one reportable property and casualty insurance segment, offering a range of products and services, the most significant being commercial automobile and workers' compensation insurance products.
The term “Protective,” as used throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations
(“MD&A”), refers to Protective Insurance Corporation, the parent company. The terms the “Company,” “we,” “us” and “our,” as used throughout this MD&A, refer to Protective and all of its subsidiaries unless the context clearly indicates
otherwise. The term “Insurance Subsidiaries,” as used throughout this MD&A, refers to Protective Insurance Company, Protective Specialty Insurance Company, Sagamore Insurance Company and B&L Insurance, Ltd.
Liquidity and Capital Resources
The primary sources of our liquidity are (1) funds generated from insurance operations, including net investment income, (2) proceeds from
the sale of investments, and (3) proceeds from maturing investments.
We generally experience positive cash flow from operations. Premiums are collected on insurance policies in advance of the disbursement of
funds for payment of claims. Operating costs of our property/casualty Insurance Subsidiaries, other than loss and loss expense payments and commissions paid to related agency companies, average less than one-third of net premiums earned on a
consolidated basis and the remaining amount is available for investment for varying periods of time depending on the type of insurance coverage provided and the timing of the claim payments. Because losses are often settled in periods subsequent to
when they are incurred, operating cash flows may, at times, become negative as loss settlements on claim reserves established in prior years exceed current revenues. Our cash flow relating to premiums is significantly affected by reinsurance
programs in effect, whereby we cede both premium and risk to other insurance and reinsurance companies. These programs vary significantly among products and certain contracts call for reinsurance payment patterns, which do not coincide with the
collection of premiums by us from our insureds.
On August 31, 2017, our Board of Directors authorized the reinstatement of our share repurchase program for up to 2,464,209 shares of our
Class A or Class B Common Stock. On August 7, 2018, our Board of Directors reaffirmed our share repurchase program, but also provided that the aggregate dollar amount of shares of our common stock that may be repurchased under the share repurchase
program through August 8, 2019 may not exceed $25.0 million. The repurchases may be made in the open market or through privately negotiated transactions, from time-to-time, and in accordance with applicable laws, rules and regulations. On March
22, 2019, we entered into a stock repurchase plan for the purpose of repurchasing up to $3.5 million of shares of our common stock, at various pricing thresholds, in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange
Act of 1934, as amended (the "Rule 10b5-1 Plan"). The Rule 10b5-1 Plan was established pursuant to, and as part of, our share repurchase program and permits shares to be repurchased in accordance with pre-determined criteria when repurchases would
otherwise be prohibited, such as during self-imposed blackout periods, or under insider trading laws. The Rule 10b5-1 plan expires on May 9, 2019. The share repurchase program may be amended, suspended or discontinued at any time and does not
commit us to repurchase any shares of our common stock. We have funded, and intend to continue to fund, the share repurchase program from cash on hand. The actual number and value of the shares to be purchased will depend on the performance of our
stock price, market volume and other market conditions. During the three months ended March 31, 2019, we paid $0.5 million to repurchase 100 shares of Class A and 24,858 shares of Class B Common Stock under the share repurchase program.
For several years, our investment philosophy has emphasized the purchase of short-term bonds with high quality and liquidity. Our fixed
income investment portfolio continues to emphasize shorter-duration instruments. If there was a hypothetical increase in interest rates of 100 basis points, the price of our bonds at March 31, 2019 would be expected to fall by approximately
2.7%.
The credit quality of our fixed income securities remains high with a weighted average rating of AA-, including cash. The average
contractual life of our fixed income and short-term investment portfolio was 5.5 years at March 31, 2019 and December 31, 2018. The average duration of our fixed income portfolio remains shorter than the average duration of our liabilities. We
also remain an active participant in the equity securities market using capital in excess of amounts considered necessary to fund our current operations. The long-term horizon for our equity investments allows us to invest in positions where
ultimate value, and not short-term market fluctuation, is the primary focus. Investments made by our domestic property/casualty Insurance Subsidiaries are regulated by guidelines promulgated by the National Association of Insurance Commissioners
(the "NAIC"), which are designed to provide protection for both policyholders and shareholders.
Net cash flows from operations increased $3.4 million to $11.4 million during the three months ended March 31, 2019 compared to $8.0 million
for the three months ended March 31, 2018. The increase in operating cash flows was primarily related to higher premium volume and higher investment income during the three months ended March 31, 2019 compared to the same period in 2018.
Net cash used in investing activities was $47.3 million for the three months ended March 31, 2019 compared to net cash provided by investing
activities of $11.2 million for the three months ended March 31, 2018. The $58.5 million change was primarily related to lower proceeds from sales of our equity and fixed income security investments and our purchases of $1.2 million of commercial
mortgage loans in the first quarter of 2019, partially offset by $17.2 million in distributions received from limited partnerships during the first quarter of 2019 and a $0.4 million reduction in purchases of property and equipment. Additionally,
the first quarter of 2018 included the purchase of $10.0 million of company-owned life insurance, which did not recur in the first quarter of 2019.
Net cash used in financing activities for the three months ended March 31, 2019 consisted of regular cash dividend payments to shareholders
of $1.5 million ($0.10 per share) and $0.5 million to repurchase shares of our Class A and B Common Stock. Financing activities for the three months ended March 31, 2018 consisted of regular cash dividend payments to shareholders of $4.2 million
($0.28 per share) and $0.2 million to repurchase shares of our Class B Common Stock.
Our assets at March 31, 2019 included $113.4 million of investments included within cash and cash equivalents on the condensed consolidated
balance sheet that are readily convertible to cash without market penalty and an additional $95.0 million of fixed income investments maturing in less than one year. We believe these liquid investments, plus the expected cash flow from premium
collections, are sufficient to provide for projected claim payments and operating cost demands. In the event competitive conditions produce inadequate premium rates and we choose to further restrict volume, the liquidity of our investment
portfolio would permit us to continue to pay claims as settlements are reached without requiring the disposal of investments at a loss, regardless of interest rates in effect at the time. In addition, our reinsurance program is structured to avoid
significant cash outlays that accompany large losses.
We maintain a revolving credit facility with a $40.0 million limit, with the option for up to an additional $35.0 million in incremental
loans at the discretion of the lenders, which has an expiration date of August 9, 2022. Interest on this credit facility is referenced to the London Interbank Offered Rate and can be fixed for periods of up to one year at our option. Outstanding
drawings on this revolving credit facility were $20.0 million as of March 31, 2019. At March 31, 2019, the effective interest rate was 3.59%, and we had $20.0 million remaining under the revolving credit facility as of March 31, 2019. The current
outstanding borrowings were used to repay the previous line of credit. Our revolving credit facility has two financial covenants, each of which were met as of March 31, 2019, requiring us to have a minimum U.S. Generally Accepted Accounting
Principles ("GAAP") net worth and a maximum consolidated leverage ratio of 0.35 to 1.00.
Annualized net premiums written by our Insurance Subsidiaries for the first quarter of 2019 equaled approximately 120% of the combined
statutory surplus of these subsidiaries, a level consistent with higher premiums written. Premium writings of up to 100% and in some cases up to 200% of surplus are generally considered acceptable by regulatory authorities. Further, the statutory
capital of each of our Insurance Subsidiaries substantially exceeded minimum risk-based capital requirements set by the NAIC as of March 31, 2019. Accordingly, we have the ability to significantly increase our business without seeking additional
capital to meet regulatory guidelines.
Consolidated shareholders' equity is composed largely of GAAP shareholders' equity of our Insurance Subsidiaries. As such, there are
statutory restrictions on the transfer of substantial portions of this equity to Protective. At March 31, 2019, $54.1 million may be transferred by dividend or loan to Protective during the remainder of 2019 without approval by, or prior
notification to, regulatory authorities. An additional $212.5 million of shareholders' equity of our Insurance Subsidiaries could be advanced or loaned to Protective with prior notification to, and approval from, regulatory authorities, although
transfers of this size would not be practical. We believe these restrictions pose no material liquidity concerns for us. We also believe the financial strength and stability of our Insurance Subsidiaries would permit access by Protective to
short-term and long-term sources of credit when needed. Protective had cash and marketable securities valued at $10.1 million at March 31, 2019.
We believe investors’ understanding of our performance is enhanced by our disclosure of underwriting income (loss), which is a measure that
is not calculated in accordance with GAAP. Underwriting income (loss) represents the pre-tax profitability of our insurance operations and is derived by subtracting net realized and unrealized gains (losses) on investments and net investment income
from income before federal income tax expense (benefit). We use underwriting income (loss) as an internal performance measure in the management of our operations because we believe it gives us and users of our financial information useful insight
into our results of operations, our underlying business performance and our ongoing operating trends. Underwriting income (loss) should not be viewed as a substitute for income before federal income tax expense (benefit) calculated in accordance
with GAAP, and other companies may define underwriting income (loss) differently.
The ratio of consolidated other operating expenses less commissions and other income to net premiums earned, or our expense ratio, and the
ratio of losses and loss expenses incurred, plus other operating expenses, less commission and other income to net premiums earned, or our combined ratio, are measures of our profitability that we believe increase the period-to-period comparability
of our operational results. Our management uses these ratios to evaluate performance, allocate resources and forecast future operating periods. While expense ratios and combined ratios are widely used within our industry, our use of such ratios
may not be directly comparable to similarly titled measures reported by other companies.
|
|
2019
|
|
|
2018
|
|
Income before federal income tax expense (benefit)
|
|
$
|
3,514
|
|
|
$
|
314
|
|
Less: Net realized and unrealized gains (losses) on investments
|
|
|
6,028
|
|
|
|
(4,533
|
)
|
Less: Net investment income
|
|
|
6,232
|
|
|
|
4,636
|
|
Underwriting income (loss)
|
|
$
|
(8,746
|
)
|
|
$
|
211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios
|
|
|
|
|
|
|
|
|
Losses and loss expenses incurred
|
|
$
|
87,122
|
|
|
$
|
72,298
|
|
Net premiums earned
|
|
|
110,013
|
|
|
|
105,462
|
|
Loss ratio
|
|
|
79.2
|
%
|
|
|
68.6
|
%
|
|
|
|
|
|
|
|
|
|
Other operating expenses
|
|
$
|
33,701
|
|
|
$
|
34,767
|
|
Less: Commissions and other income
|
|
|
2,064
|
|
|
|
1,814
|
|
Other operating expenses, less commissions and other income
|
|
|
31,637
|
|
|
|
32,953
|
|
Net premiums earned
|
|
|
110,013
|
|
|
|
105,462
|
|
Expense ratio
|
|
|
28.8
|
%
|
|
|
31.2
|
%
|
|
|
|
|
|
|
|
|
|
Combined ratio
|
|
|
108.0
|
%
|
|
|
99.8
|
%
|
Results of Operations
Comparison of First Quarter 2019 to First Quarter 2018
|
|
2019
|
|
|
2018
|
|
|
Change
|
|
|
% Change
|
|
Gross premiums written
|
|
$
|
148,893
|
|
|
$
|
148,823
|
|
|
$
|
70
|
|
|
|
–
|
|
Ceded premiums written
|
|
|
(33,571
|
)
|
|
|
(35,389
|
)
|
|
|
1,818
|
|
|
|
5.1
|
%
|
Net premiums written
|
|
$
|
115,322
|
|
|
$
|
113,434
|
|
|
$
|
1,888
|
|
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$
|
110,013
|
|
|
$
|
105,462
|
|
|
$
|
4,551
|
|
|
|
4.3
|
%
|
Net investment income
|
|
|
6,232
|
|
|
|
4,636
|
|
|
|
1,596
|
|
|
|
34.4
|
%
|
Commissions and other income
|
|
|
2,064
|
|
|
|
1,814
|
|
|
|
250
|
|
|
|
13.8
|
%
|
Net realized and unrealized gains (losses) on investments
|
|
|
6,028
|
|
|
|
(4,533
|
)
|
|
|
10,561
|
|
|
|
233.0
|
%
|
Total revenue
|
|
|
124,337
|
|
|
|
107,379
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses incurred
|
|
|
87,122
|
|
|
|
72,298
|
|
|
|
14,824
|
|
|
|
20.5
|
%
|
Other operating expenses
|
|
|
33,701
|
|
|
|
34,767
|
|
|
|
(1,066
|
)
|
|
|
(3.1
|
)%
|
Total expenses
|
|
|
120,823
|
|
|
|
107,065
|
|
|
|
|
|
|
|
|
|
Income before federal income tax expense (benefit)
|
|
|
3,514
|
|
|
|
314
|
|
|
|
3,200
|
|
|
|
|
|
Federal income tax expense (benefit)
|
|
|
766
|
|
|
|
(16
|
)
|
|
|
782
|
|
|
|
|
|
Net income
|
|
$
|
2,748
|
|
|
$
|
330
|
|
|
$
|
2,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross premiums written during the first quarter of 2019 were approximately flat, while net premiums earned increased $4.6 million (4.3%), as
compared to the first quarter of 2018. The higher net premiums earned were the result of the changes in our reinsurance structure discussed below. The difference in the percentage change for premiums written compared to earned was reflective of
the normal differences in the financial statement recognition of earned premiums compared to written, as well as differences in reinsurance ceding rates on the mix of business in-force.
Premiums ceded to reinsurers on our insurance business averaged 22.5% of gross premiums written for the
first quarter of 2019 compared to 23.8% in the first quarter of 2018. In the third quarter of 2017, we lowered the quota share rate on our workers compensation premiums to reflect growing profitability and confidence in this book of business. We
also restructured our commercial automobile reinsurance treaty, moving away from variable premium ceded rates (based on loss performance), to a flat ceding arrangement with no material changes to the economic risks taken for these products (i.e.
ceded losses will decrease by a similar amount as ceded premiums). The impacts of these changes to our reinsurance structure were partially offset by the ceding of an additional $1.6 million in commercial automobile premium from prior treaty
years related to variable premium adjustment provisions in our historical reinsurance treaties.
Losses and loss expenses incurred during the first quarter of 2019 increased $14.8 million (20.5%) compared to the first quarter of 2018,
resulting in a loss ratio of 79.2% during the first quarter of 2019 compared to a loss ratio of 68.6% during the first quarter of 2018. The loss ratio is calculated as the percentage of losses and loss expenses incurred to net premiums earned.
The increased losses and loss expenses and the higher loss ratio in the first quarter of 2019 reflected an increase in current accident year losses driven by severe commercial automobile losses, including continued emergence of severity. This
current accident year development was partially offset by prior accident year net savings of $1.1 million that developed during the three months ended March 31, 2019, primarily due to favorable loss development in workers' compensation and
independent contractor coverages. Including the impact of additional ceded premium discussed above, the total prior accident year impacts were unfavorable by $0.5 million for the three months ended March 31, 2019.
Net investment income for the first quarter of 2019 increased 34.4% to $6.2 million compared to $4.6 million for the first quarter of 2018.
The increase reflected an increase in average funds invested resulting from positive cash flow, as well as a reallocation from equity investments held in limited partnerships into short-duration, high quality bonds. After-tax investment income
increased by 31.6% to $5.0 million during the first quarter of 2019, compared to $3.8 million during the first quarter of 2018, reflecting the aforementioned increase in average funds invested and reallocation from limited partnerships to
short-duration, high quality bonds.
Net realized and unrealized gains on investments of $6.0 million during the first quarter of 2019 were primarily driven by $6.0 million in
unrealized gains on equity securities during the period and a $0.4 million increase in the value of our limited partnership investments, partially offset by other-than-temporary impairments on our fixed income securities of $0.3 million recognized
during the period. Comparative first quarter 2018 net realized and unrealized losses on investments of $4.5 million were driven by a $2.6 million decrease in the value of our limited partnership investments and $2.3 million in unrealized losses on
equity securities during the period, partially offset by net realized gains on sales of securities of $0.4 million. Realized investment gains and losses result from decisions regarding overall portfolio realignment as well as the sale of
individual securities, including the change in aggregate value of limited partnerships and, as such, should not be expected to be consistent from period to period.
Other operating expenses for the first quarter of 2019 decreased $1.1 million, or 3.1%, to $33.7 million compared to the first quarter of
2018. The decrease was driven primarily by lower salary and benefit expense in addition to lower other operating expenses, partially offset by higher commission expenses as a result of the mix of premium written in the first quarter of 2019. The
ratio of consolidated other operating expenses less commissions and other income to net premiums earned (the “expense ratio”) was 28.8% during the first quarter of 2019 compared to 31.2% for the first quarter of 2018. The decrease in the ratio was
primarily related to the leveraging effect of higher net premiums earned in the first quarter of 2019 compared to the first quarter of 2018.
Federal income tax expense was $0.8 million for the first quarter of 2019 compared to a federal income tax benefit of less than $0.1 million
for the first quarter of 2018. The effective tax rate for the first quarter of 2019 was 21.8% compared to (5.1%) in the first quarter of 2018. The effective federal income tax rate in the current year differed from the normal statutory rate in part
as a result of tax-exempt investment income. The effective tax rate for the three months ended March 31, 2018 was also impacted by the change in accounting for unrealized gains and losses on equity securities related to our adoption of ASU No.
2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, where changes in unrealized gains and losses, and the corresponding tax effects, are now recorded in the
condensed consolidated statement of operations.
As a result of the factors mentioned above, net income increased $2.4 million to $2.7 million during the first quarter of 2019 compared to
net income of $0.3 million during the first quarter of 2018.
Sensitivity Analysis
Management is aware of the potential
for variation from the reserves established at any particular point in time. Savings or deficiencies could develop in future valuations of the currently established loss and loss expense reserve estimates under a variety of reasonably possible
scenarios. The majority of our reserves for losses and loss expenses, on a net of reinsurance basis, relate to our commercial automobile products. Perhaps the most significant example of sensitivity to variation in the key assumptions is the loss
ratio selection for our commercial automobile products for policies subject to certain major reinsurance treaties. Commercial automobile products covered by our reinsurance treaties are subject to an aggregate stop-loss provision. Once this
aggregate stop-loss level is reached, for every $100 of additional loss, we are responsible only for our $25 retention. The following table illustrates the financial impact of a further 5% or 10% increase in ultimate losses for each of the five
most recent reinsurance treaty years (2014-2018) covering these commercial automobile products:
|
|
5% Increase in
Ultimate Loss Ratio
|
|
|
10% Increase in
Ultimate Loss Ratio
|
|
Gross loss expense from further strengthening current
reserve position
|
|
$
|
35.3
|
|
|
$
|
70.7
|
|
Net financial loss
|
|
|
9.2
|
|
|
|
18.1
|
|
|
|
|
|
|
|
|
|
|
$/share (after tax)
|
|
$
|
0.49
|
|
|
$
|
0.96
|
|
Forward-Looking Information
The disclosures in this Form 10-Q
contain "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995). All statements, trend analyses and other information contained in this Form 10-Q relative to markets for our products and trends in
our operations or financial results, as well as other statements including words such as "may," "target," "anticipate," "believe," "plan," "estimate," "expect," "intend," "project," and other similar expressions, constitute forward-looking
statements.
Investors are cautioned that such
forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from such forward-looking statements, many of which are difficult to
predict and generally beyond our control. Investors are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Investors are also urged to carefully review and consider the various
disclosures made by us, which attempt to advise interested parties of the factors that affect our business, including "Risk Factors" set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and
our reports filed with the U.S. Securities and Exchange Commission from time to time. Except to the extent otherwise required by federal securities laws, we do not undertake any obligation to republish revised forward-looking statements to
reflect events or circumstances after the date hereof.
Factors that could contribute to
these differences include, among other things:
|
●
|
general economic conditions, including weakness of the
financial markets, prevailing interest rate levels and stock and credit market performance, which may affect or continue to affect (among other things) our ability to sell our products and to collect amounts due to us, our ability to
access capital resources and the costs associated with such access to capital and the market value of our investments;
|
|
●
|
our ability to obtain adequate premium rates and
manage our operating strategies;
|
|
●
|
increasing competition in the sale of our insurance
products and services resulting from the entrance of new competitors into, or the expansion of the operations of existing competitors in, our markets and our ability to retain existing customers;
|
|
●
|
other changes in the markets for our insurance
products;
|
|
●
|
the impact of technological advances, including those
specific to the transportation industry;
|
|
●
|
changes in the legal or regulatory environment, which
may affect the manner in which claims are adjusted or litigated, including loss and loss adjustment expense;
|
|
●
|
legal or regulatory changes or actions, including
those relating to the regulation of the sale, underwriting and pricing of insurance products and services and capital requirements;
|
|
●
|
the impact of a downgrade in our financial strength
rating;
|
|
●
|
technology or network security disruptions or
breaches;
|
|
●
|
adequacy of insurance reserves;
|
|
●
|
availability of reinsurance and ability of reinsurers
to pay their obligations;
|
|
●
|
our ability to attract and retain qualified employees
and to successfully complete our Chief Executive Officer transition;
|
|
●
|
tax law and accounting changes; and
|
|
●
|
legal actions brought against us.
|
Some of the significant risks and
uncertainties that could cause actual results to differ materially from our expectations and projections are described more fully in Part II, Item 1A, "Risk Factors," of this Quarterly Report on Form 10-Q and Part I, Item 1A, "Risk Factors," in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. You should read that information in conjunction with this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our unaudited
condensed consolidated financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Critical Accounting Policies
There have been no changes in our
critical accounting policies as disclosed in our Annual Report on Form 10-K filed for the year ended December 31, 2018.
Concentrations of Credit Risk
Our Insurance Subsidiaries cede
portions of their gross premiums to numerous reinsurers under quota share and excess of loss treaties, as well as facultative placements. These reinsurers assume commensurate portions of the risk of loss covered by the contracts. As losses are
reported and reserved, portions of the gross losses attributable to reinsurers are established as receivable assets and losses incurred are reduced. At March 31, 2019, amounts due from reinsurers on paid and unpaid losses were estimated to total
approximately $383 million. Because of the large policy limits reinsured by us, the ultimate amount of incurred but not reported losses and loss adjustment expenses attributable to reinsurers could vary significantly from the estimate; provided,
however, absent the inability to collect from reinsurers, such variance would not result in changes in net claim losses incurred by us.
Off-Balance Sheet Arrangements
We have no off-balance sheet
arrangements.