Acrthe
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______to ______
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices including zip code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| ||||||
| ☒ |
| Accelerated filer |
| ☐ | |
Non-accelerated filer |
| ☐ |
| Smaller reporting company |
| |
|
| Emerging growth company |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ◻ No
As of August 2, 2023 there were
SAFETY INSURANCE GROUP, INC.
TABLE OF CONTENTS
Page No. | ||
Part I. Financial Information | ||
Item 1. | Consolidated Financial Statements | |
3 | ||
4 | ||
5 | ||
6 | ||
7 | ||
8 | ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 | |
42 | ||
43 | ||
Part II. Other Information | ||
44 | ||
44 | ||
44 | ||
44 | ||
44 | ||
44 | ||
44 | ||
45 | ||
46 | ||
2
Safety Insurance Group, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except share data)
| June 30, |
| December 31, | |||
2023 | 2022 | |||||
(Unaudited) | ||||||
Assets | ||||||
Investments: | ||||||
Fixed maturities, available for sale, at fair value (amortized cost: $ | $ | | $ | | ||
Short term investments, at fair value (cost: $ |
| |
| — | ||
Equity securities, at fair value (cost: $ |
| |
| | ||
Other invested assets |
| |
| | ||
Total investments |
| |
| | ||
Cash and cash equivalents |
| |
| | ||
Accounts receivable, net of allowance for expected credit losses of $ |
| |
| | ||
Receivable for securities sold |
| |
| | ||
Accrued investment income |
| |
| | ||
Taxes recoverable |
| |
| — | ||
Receivable from reinsurers related to paid loss and loss adjustment expenses |
| |
| | ||
Receivable from reinsurers related to unpaid loss and loss adjustment expenses |
| |
| | ||
Ceded unearned premiums |
| |
| | ||
Deferred policy acquisition costs |
| |
| | ||
Deferred income taxes |
| |
| | ||
Equity and deposits in pools |
| |
| | ||
Operating lease right-of-use-assets | |
| | |||
Goodwill | | | ||||
Intangible assets | | | ||||
Other assets |
| |
| | ||
Total assets | $ | | $ | | ||
Liabilities | ||||||
Loss and loss adjustment expense reserves | $ | | $ | | ||
Unearned premium reserves |
| |
| | ||
Accounts payable and accrued liabilities |
| |
| | ||
Payable for securities purchased |
| — |
| | ||
Payable to reinsurers |
| |
| | ||
Taxes payable | — | | ||||
Debt | | | ||||
Operating lease liabilities | | | ||||
Other liabilities |
| |
| | ||
Total liabilities |
| |
| | ||
Commitments and contingencies (Note 8) | ||||||
Shareholders’ equity | ||||||
Common stock: $ | | | ||||
Additional paid-in capital |
| |
| | ||
Accumulated other comprehensive (loss) income, net of taxes |
| ( |
| ( | ||
Retained earnings |
| |
| | ||
Treasury stock, at cost: |
| ( |
| ( | ||
Total shareholders’ equity |
| |
| | ||
Total liabilities and shareholders’ equity | $ | | $ | |
The accompanying notes are an integral part of these financial statements.
3
Safety Insurance Group, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share data)
Three Months Ended June 30, |
| Six Months Ended June 30, | ||||||||||
| 2023 |
| 2022 |
| 2023 |
| 2022 | |||||
Net earned premiums | $ | | $ | | $ | | $ | | ||||
Net investment income |
| |
| |
| |
| | ||||
Earnings from partnership investments |
| |
| |
| |
| | ||||
Net realized gains on investments |
| |
| |
| |
| | ||||
Change in net unrealized gains on equity securities | | ( | | ( | ||||||||
Credit loss expense | ( | — | ( | — | ||||||||
Commission income | | — | | — | ||||||||
Finance and other service income |
| |
| |
| |
| | ||||
Total revenue |
| |
| | | | ||||||
Losses and loss adjustment expenses |
| |
| |
| |
| | ||||
Underwriting, operating and related expenses |
| |
| |
| |
| | ||||
Other expense |
| |
| — |
| |
| — | ||||
Interest expense |
| |
| |
| |
| | ||||
Total expenses |
| |
| |
| |
| | ||||
Income before income taxes |
| |
| | | | ||||||
Income tax expense |
| |
| |
| |
| | ||||
Net income | $ | | $ | | $ | | $ | | ||||
Earnings per weighted average common share: | ||||||||||||
Basic | $ | | $ | | $ | | $ | | ||||
Diluted | $ | | $ | | $ | | $ | | ||||
Cash dividends paid per common share | $ | | $ | | $ | | $ | | ||||
Number of shares used in computing earnings per share: | ||||||||||||
Basic |
| |
| |
| |
| | ||||
Diluted |
| |
| |
| |
| | ||||
The accompanying notes are an integral part of these financial statements.
4
Safety Insurance Group, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(Dollars in thousands)
Three Months Ended June 30, |
| Six Months Ended June 30, | ||||||||||
| 2023 |
| 2022 |
| 2023 |
| 2022 | |||||
Net income | $ | | $ | | $ | | $ | | ||||
Other comprehensive income (loss), net of tax: | ||||||||||||
Unrealized holding (losses) gains during the period, net of income tax benefit of ($ |
| ( |
| ( |
| |
| ( | ||||
Reclassification adjustment for net realized gains on investments included in net income, net of income tax benefit of ($ |
| ( |
| ( |
| ( |
| ( | ||||
Other comprehensive income (loss), net of tax: |
| ( |
| ( |
| |
| ( | ||||
Comprehensive income (loss) | $ | | $ | ( | $ | | $ | ( | ||||
The accompanying notes are an integral part of these financial statements.
5
Safety Insurance Group, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
(Dollars in thousands)
|
|
|
|
| Accumulated |
|
|
|
|
|
| |||||||
Other | ||||||||||||||||||
Additional | Comprehensive | Total | ||||||||||||||||
Common | Paid-in | Income (loss), | Retained | Treasury | Shareholders’ | |||||||||||||
Stock | Capital | Net of Taxes | Earnings | Stock | Equity | |||||||||||||
Balance at December 31, 2021 | $ | | $ | | $ | | $ | | $ | ( | $ | | ||||||
Net income, January 1 to March 31, 2022 | — | — | — |
| | — |
| | ||||||||||
Unrealized losses on securities available for sale, net of deferred federal income taxes | — | — |
| ( | — | — |
| ( | ||||||||||
Restricted share awards issued |
| |
| | — | — | — |
| | |||||||||
Recognition of employee share-based compensation, net of deferred federal income taxes | — |
| | — | — | — |
| | ||||||||||
Dividends paid and accrued | — | — | — |
| ( | — |
| ( | ||||||||||
Acquisition of treasury stock | — | — | — |
| — | ( |
| ( | ||||||||||
Balance at March 31, 2022 | | | ( | | ( | | ||||||||||||
Net income, April 1 to June 30, 2022 | — | — | — |
| | — |
| | ||||||||||
Unrealized gains on securities available for sale, net of deferred federal income taxes | — | — |
| ( | — | — |
| ( | ||||||||||
Recognition of employee share-based compensation, net of deferred federal income taxes | — |
| | — | — | — |
| | ||||||||||
Dividends paid and accrued | — | — | — |
| ( | — |
| ( | ||||||||||
Balance at June 30, 2022 | $ | | $ | | $ | ( | $ | | $ | ( | $ | |
|
|
|
|
| Accumulated |
|
|
|
|
|
| |||||||
Other | ||||||||||||||||||
Additional | Comprehensive | Total | ||||||||||||||||
Common | Paid-in | Income (loss), | Retained | Treasury | Shareholders’ | |||||||||||||
Stock | Capital | Net of Taxes | Earnings | Stock | Equity | |||||||||||||
Balance at December 31, 2022 | $ | | $ | | $ | ( | $ | | $ | ( | $ | | ||||||
Net loss, January 1 to March 31, 2023 | — | — | — |
| ( | — |
| ( | ||||||||||
Unrealized gains on securities available for sale, net of deferred federal income taxes | — | — |
| | — | — |
| | ||||||||||
Restricted share awards issued |
| — |
| | — | — | — |
| | |||||||||
Recognition of employee share-based compensation, net of deferred federal income taxes | — |
| | — | — | — |
| | ||||||||||
Dividends paid and accrued | — | — | — |
| ( | — |
| ( | ||||||||||
Balance at March 31, 2023 | | | ( | | ( | | ||||||||||||
Net income, April 1 to June 30, 2023 | — | — | — |
| | — |
| | ||||||||||
Unrealized losses on securities available for sale, net of deferred federal income taxes | — | — |
| ( | — | — |
| ( | ||||||||||
Restricted share awards issued |
| — |
| | — | — |
| | ||||||||||
Recognition of employee share-based compensation, net of deferred federal income taxes | — |
| | — | — | — |
| | ||||||||||
Dividends paid and accrued | — | — | — |
| ( | — |
| ( | ||||||||||
Acquisition of treasury stock |
| ( |
| ( | ||||||||||||||
Balance at June 30, 2023 | $ | | $ | | $ | ( | $ | | $ | ( | $ | |
The accompanying notes are an integral part of these financial statements.
6
Safety Insurance Group, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
Six Months Ended June 30, | ||||||
| 2023 |
| 2022 | |||
Cash flows from operating activities: | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Investment amortization, net |
| ( |
| | ||
Fixed asset depreciation, net |
| |
| | ||
Stock based compensation | | | ||||
(Credit) provision for deferred income taxes |
| ( |
| | ||
Net realized gains on investments |
| ( |
| ( | ||
Credit loss expense | | — | ||||
Earnings from partnership investments |
| ( |
| ( | ||
Change in net unrealized gains on equity securities | ( | | ||||
Changes in assets and liabilities: | ||||||
Accounts receivable, net |
| ( |
| ( | ||
Accrued investment income |
| |
| | ||
Receivable from reinsurers |
| ( |
| | ||
Ceded unearned premiums |
| ( |
| ( | ||
Deferred policy acquisition costs |
| ( |
| ( | ||
Taxes recoverable/payable | ( |
| ( | |||
Other assets |
| ( |
| ( | ||
Loss and loss adjustment expense reserves |
| |
| ( | ||
Unearned premium reserves |
| |
| | ||
Accounts payable and accrued liabilities |
| ( |
| ( | ||
Payable to reinsurers |
| |
| | ||
Other liabilities |
| |
| ( | ||
Net cash used for operating activities |
| ( |
| ( | ||
Cash flows from investing activities: | ||||||
Fixed maturities purchased |
| ( |
| ( | ||
Short term investments purchased |
| ( |
| ( | ||
Equity securities purchased |
| ( |
| ( | ||
Other invested assets purchased |
| ( |
| ( | ||
Proceeds from sales and paydowns of fixed maturities |
| |
| | ||
Proceeds from maturities, redemptions, and calls of fixed maturities |
| |
| | ||
Proceed from sales of equity securities |
| |
| | ||
Proceeds from other invested assets redeemed | | | ||||
Fixed assets purchased |
| ( |
| ( | ||
Net cash provided by investing activities |
| |
| | ||
Cash flows from financing activities: | ||||||
Proceeds from FHLB loan |
| |
| — | ||
Payments on FHLB loan |
| ( |
| — | ||
Dividends paid to shareholders |
| ( |
| ( | ||
Acquisition of treasury stock | ( | ( | ||||
Net cash used for financing activities |
| ( |
| ( | ||
Net increase (decrease) in cash and cash equivalents |
| |
| ( | ||
Cash and cash equivalents at beginning of year |
| |
| | ||
Cash and cash equivalents at end of period | $ | | $ | | ||
The accompanying notes are an integral part of these financial statements.
7
In this Form 10-Q, Notes to the Unaudited Consolidated Financial Statements, dollar amounts are presented in thousands, except per share data.
1. Basis of Presentation
The consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.
The consolidated financial statements include Safety Insurance Group, Inc. and its subsidiaries (the “Company”). The subsidiaries consist of Safety Insurance Company, Safety Indemnity Insurance Company, Safety Property and Casualty Insurance Company, Safety Northeast Insurance Company, Safety Northeast Insurance Agency, Inc. (“SNIA”), and Safety Management Corporation (“SMC”), which is SNIA’s holding company. All intercompany commission transactions, including commission income and underwriting, operating and related expenses, have been eliminated. Commission income totaled $
The financial information for the three and six months ended June 30, 2023 and 2022 is unaudited; however, in the opinion of the Company, the information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial condition, results of operations, and cash flows for the periods. The financial information as of December 31, 2022 is derived from the audited consolidated financial statements included in the Company's 2022 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 28, 2023.
These unaudited interim consolidated financial statements may not be indicative of financial results for the full year and should be read in conjunction with the audited consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on February 28, 2023.
The Company is a leading provider of property and casualty insurance focused primarily on the Massachusetts market. The Company’s principal product line is automobile insurance. The Company primarily operates through its insurance company subsidiaries, Safety Insurance Company, Safety Indemnity Insurance Company, Safety Property and Casualty Insurance Company and Safety Northeast Insurance Company (together referred to as the “Insurance Subsidiaries”).
The Insurance Subsidiaries began writing private passenger automobile and homeowners insurance in New Hampshire during 2008, personal umbrella insurance in New Hampshire during 2009, and commercial automobile insurance in New Hampshire during 2011. The Insurance Subsidiaries began writing all of these lines of business in Maine during 2016.
SNIA was established on December 1, 2022 when the Company acquired the assets and operations of Northeast Metrowest Insurance Agency, Inc. (“Northeast / Metrowest”), an independent insurance agency, through its wholly-owned subsidiary, SMC. SNIA provides personal and commercial property and casualty insurance products to customers on behalf of the Insurance Subsidiaries and third-party insurance carriers. The Company conducted business with Northeast / Metrowest prior to its acquisition. During the eleven months prior to December 1, 2022, all commissions paid to Northeast / Metrowest were reflected as expenses and were conducted at standard market rates. Subsequent to the acquisition date, all business conducted with SNIA was considered an intercompany transaction and have been eliminated. As of June 30, 2023, fiduciary assets held by SNIA were immaterial and less than $
2. Recent Accounting Pronouncements
There are no recent accounting pronouncements that are applicable to the Company.
8
3. Earnings per Weighted Average Common Share
Basic earnings per weighted average common share (“EPS”) are calculated by dividing net income by the weighted average number of basic common shares outstanding during the period. Diluted earnings per share amounts are based on the weighted average number of common shares including non-vested performance stock grants.
The following table sets forth the computation of basic and diluted EPS for the periods indicated.
Three Months Ended June 30, |
| Six Months Ended June 30, | ||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||
Earnings attributable to common shareholders - basic and diluted: | ||||||||||||
Net income from continuing operations | $ | | $ | | $ | | $ | | ||||
Allocation of income for participating shares | ( | ( | ( | ( | ||||||||
Net income from continuing operations attributed to common shareholders | $ | | $ | | $ | | $ | | ||||
Earnings per share denominator - basic and diluted | ||||||||||||
Total weighted average common shares outstanding, including participating shares | | | | | ||||||||
Less: weighted average participating shares | ( | ( | ( | ( | ||||||||
Basic earnings per share denominator | | | | | ||||||||
Common equivalent shares- non-vested performance stock grants |
| |
| |
| |
| | ||||
Diluted earnings per share denominator |
| |
| |
| |
| | ||||
Basic earnings per share | $ | | $ | | $ | | $ | | ||||
Diluted earnings per share | $ | | $ | | $ | | $ | | ||||
Undistributed earnings attributable to common shareholders - basic and diluted: | ||||||||||||
Net income from continuing operations attributable to common shareholders -Basic | $ | | $ | | $ | | $ | | ||||
Dividends declared | ( | ( | ( | ( | ||||||||
Undistributed earnings | $ | | $ | ( | $ | ( | $ | ( | ||||
Net income from continuing operations attributable to common shareholders -Diluted | $ | | $ | | $ | | $ | | ||||
Dividends declared | ( | ( | ( | ( | ||||||||
Undistributed earnings | $ | | $ | ( | $ | ( | $ | ( |
Diluted EPS excludes non-vested performance stock grants with exercise prices and exercise tax benefits greater than the average market price of the Company’s common stock during the period because their inclusion would be anti-dilutive. There were
4. Share-Based Compensation
2018 Long Term Incentive Plan
On March 24, 2022, the Company’s Board of Directors adopted the Amended and Restated Safety Insurance Group, Inc. 2018 Long-Term Incentive Plan (“the Amended 2018 Plan”), which was subsequently approved by our shareholders at the 2022 Annual Meeting of Shareholders. The Amended 2018 Plan increases the share pool limit by adding
9
separately or in tandem with other awards. Eligibility to participate includes officers, directors, employees and other individuals who provide bona fide services to the Company. The Amended 2018 Plan supersedes the Company’s 2002 Management Omnibus Incentive Plan (“the 2002 Incentive Plan”).
The Amended 2018 Plan establishes a pool of
The maximum number of shares of common stock between both the Amended 2018 Plan and 2002 Incentive Plan with respect to which awards may be granted is
Accounting and Reporting for Stock-Based Awards
Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation, requires the Company to measure and recognize the cost of employee services received in exchange for an award of equity instruments. Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant).
Restricted Stock
Service-based restricted stock awarded in the form of unvested shares is recorded at the market value of the Company’s common stock on the grant date and amortized ratably as compensation expense over the requisite service period. Service-based restricted stock awards generally vest over a
In addition to service-based awards, the Company grants performance-based restricted shares to certain employees. These performance shares cliff vest after a
Actual payouts can range from
Performance-based awards with market conditions are accounted for and measured differently from awards that have a performance or service condition. The effect of a market condition is reflected in the award’s fair value on the grant date. That fair value is recognized as compensation cost over the requisite service period regardless of whether the market-based performance objective has been satisfied.
All of the Company’s restricted stock awards are issued as incentive compensation and are equity classified.
10
The following table summarizes restricted stock activity under the Amended 2018 Plan during the six months ended June 30, 2023 assuming a target payout for the 2023 performance-based shares.
| Shares |
| Weighted | Performance-based |
| Weighted | ||||
Under | Average | Shares Under | Average | |||||||
Restriction | Fair Value | Restriction | Fair Value | |||||||
Outstanding at beginning of year |
| | $ | | | $ | | |||
Granted |
| | | | (1) | | ||||
Vested and unrestricted |
| ( | | ( | | |||||
Forfeited | — | — | ( | | ||||||
Outstanding at end of period |
| | $ | | | $ | |
(1) | Includes a true-up of previously awarded performance-based restricted share awards. The updated shares were calculated based on the attainment of pre-established performance objectives and granted under the Amended 2018 Plan. |
As of June 30, 2023, there was $
5. Investments
The gross unrealized gains and losses on investments in fixed maturity securities, including redeemable preferred stocks that have characteristics of fixed maturities, short term investments, equity securities, including interests in mutual funds, and other invested assets were as follows for the periods indicated.
As of June 30, 2023 | |||||||||||||||
| Cost or |
| Allowance for |
| Gross Unrealized |
| Estimated | ||||||||
Amortized | Expected Credit | Fair | |||||||||||||
Cost | Losses | Gains | Losses (3) | Value | |||||||||||
U.S. Treasury securities | $ | | $ | — | $ | — | $ | ( | $ | | |||||
Obligations of states and political subdivisions |
| |
| — |
| |
| ( |
| | |||||
Residential mortgage-backed securities (1) |
| |
| — |
| |
| ( |
| | |||||
Commercial mortgage-backed securities |
| |
| — |
| |
| ( |
| | |||||
Other asset-backed securities |
| |
| — |
| — |
| ( |
| | |||||
Corporate and other securities |
| |
| ( |
| |
| ( |
| | |||||
Subtotal, fixed maturity securities |
| |
| ( |
| |
| ( |
| | |||||
Short term investments |
| |
| — |
| — |
| — |
| | |||||
Equity securities (2) |
|