UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

2021

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 number0-15341

DONEGAL GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware
 23-2424711

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)


1195 River Road, Marietta, Pennsylvania 17547
(Address of principal executive offices) (Zip code)


Registrant’s telephone number, including area code:(800) 877-0600

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

 

Trading

Symbols

 

Name of Each Exchange

on Which Registered

Class A Common Stock, $.01 par value
 DGICA
 The NASDAQ Global Select Market
Class B Common Stock, $.01 par value
 DGICB
 The NASDAQ Global Select Market


Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act: Yes ☐. No ☒.

☑.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐. No ☒.

☑.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒.☑. No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation 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). Yes ☒.☑. No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Act. (Check one):

Large accelerated filer
Accelerated filer
Non-accelerated filerSmaller 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☑. No ☐.
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes ☐. No ☒.

☑.

State the aggregate market value of the voting andnon-voting common equity held bynon-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $208,752,753.

$227,763,077.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 23,277,03925,787,922 shares of Class A common stock and 5,576,775 shares of Class B common stock outstanding on March 2, 2020.

1, 2022.

Documents Incorporated by Reference

The registrant incorporates by reference portions of the registrant’s definitive proxy statement relating to registrant’s annual meeting of stockholders to be held April 16, 202021, 2022 into Part III of this report.





DONEGAL GROUP INC.

INDEX TO FORM10-K REPORT

Page
PART I
Item 1.
1
Item 1A.
27
Item 1B.
42
Item 2.
42
Item 3.
42
Item 4.
42
   
PART II
 Page 

PART I

Item 1.

Business

1

Item 1A.

Risk Factors

23

Item 1B.

Unresolved Staff Comments

34

Item 2.

Properties

34

Item 3.

Legal Proceedings

34

Item 4.

Mine Safety Disclosures

34

PART II

Item 5.

3543

Item 6.

Selected Financial Data

3744

Item 7.

3845

Item 7A.

5261

Item 8.

5463

Item 9.

108
Item 9A.
108
Item 9B.
108
  
95
PART III
 

Item 9A.

Controls and Procedures

95

Item 9B.

Other Information

95

PART III

Item 10.

97110

Item 11.

98111

Item 12.

98111

Item 13.

98111

Item 14.

111
  
98
PART IV
 

PART IV

Item 15.

99112

Item 16.

Form10-K Summary

102114


PART I


Item 1.

Business.


Introduction


Donegal Group Inc., or DGI, is an insurance holding company whose insurance subsidiaries offer personal and commercial lines ofaffiliates offer property and casualty insurance to businesses and individuals in 2024 Mid-Atlantic, Midwestern, New England, Southern and SouthernSouthwestern states. DGI has no significant business operations and is separate and distinct from its insurance subsidiaries. As used in this Form10-K Report, the terms “we,” “us” and “our” refer to Donegal Group Inc. and its insurance subsidiaries. Our Class A common stock and our Class B common stock trade on the NASDAQ Global Select Market under the symbols “DGICA” and “DGICB,” respectively.


Donegal Mutual Insurance Company, or Donegal Mutual, organized us as an insurance holding company on August 26, 1986. At December 31, 2019,2021, Donegal Mutual held approximately 43%41% of our outstanding Class A common stock and approximately84%approximately 84% of our outstanding Class B common stock. Donegal Mutual’s ownership provides Donegal Mutual with approximately 71%70% of the combined voting power of our outstanding shares of Class A common stock and our outstanding shares of Class B common stock. Our insurance subsidiaries and Donegal Mutual have interrelated operations due to an intercompany pooling agreement and other intercompany agreements and transactions we describe in Note 3 of the Notes to Consolidated Financial Statements. While maintaining the separate corporate existence of each company, our insurance subsidiaries andconduct business together with Donegal Mutual conduct business togetherand its insurance subsidiaries as the Donegal Insurance Group. As such,The Donegal MutualInsurance Group is not a legal entity, is not an insurance company and ourdoes not issue or administer insurance subsidiaries sharepolicies. Rather, it is a trade name that refers to the same business philosophy, the same management, the same employees and the same facilities and offer the same typesgroup of insurance products.

companies that are affiliated with Donegal Mutual.


At December 31, 2019,2021,  we had three segments: our investment function, our commercial lines of insurance and our personal lines of insurance. We set forth financial information about these segments in Note 19 of the Notes to Consolidated Financial Statements. 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.


Our insurance subsidiaries and Donegal Mutual provide their policyholders with a selection of insurance products at competitive rates, while pursuingand pursue profitability by adhering to a strict underwriting discipline. Our insurance subsidiaries derive a substantial portion of their insurance business from smaller tomid-sized regional communities. We believe this focus provides our insurance subsidiaries with competitive advantages in terms of local market knowledge, marketing, underwriting, claims servicing and policyholder service. At the same time, we believe our insurance subsidiaries have cost advantages over many smaller regional insurers that result from economies of scale our insurance subsidiaries realize through centralized accounting, administrative, data processing, investment and other services.


We believe we have a substantial opportunity, as a well-capitalized regional insurance holding company with a solid business strategy, to grow profitably and compete effectively with larger national property and casualty insurers. Our downstream holding company structure, with Donegal Mutual holding approximately 71%70% of the combined voting power of our common stock, has proven its effectiveness and success over the 3335 years of our existence. Over that time period, we have grown significantly in terms of revenue and financial strength, and the Donegal Insurance Group has developed an excellent reputation as a regional group of property and casualty insurers.


We have been an effective consolidator of smaller “main street” property and casualty insurance companies,companies. While we are currently placing less emphasis on pursuing acquisitions due to several ongoing major initiatives to enhance our technology infrastructure as well as our analytical and processing capabilities, we pursue opportunitiesexpect to continue to acquire other insurance companies to expand our business in a given region.region over time. Since 1995,1998, we and Donegal Mutual have completed sixseven transactions involving acquisitions of property and casualty insurance companies or began to participateparticipation in theirthe business of property and casualty insurance companies through Donegal Mutual’s entry into quota-share reinsurance agreements with them.

In July 2018, we consolidated


Donegal Mutual completed the branch office operationsmerger of PeninsulaMountain States Mutual Casualty Company, or Mountain States, with and into our home office operationsDonegal Mutual effective May 25, 2017. Donegal Mutual was the surviving company in the merger, and Mountain States’ insurance subsidiaries, Mountain States Indemnity Company and Mountain States Commercial Insurance Company (collectively, the "Mountain States insurance subsidiaries"), became insurance subsidiaries of Donegal Mutual upon completion of the merger. Upon completion of the merger, Donegal Mutual assumed all of the policy obligations of Mountain States and began to achieve economies of scale and enhance service levels for policyholders of Peninsula. We recorded a restructuring charge for employee termination costs associatedmarket its products together with the Peninsula consolidation of approximately $1.9 million and paid approximately $1.5 million of these costsMountain States insurance subsidiaries as the Mountain States Insurance Group in 2018. We paid approximately $260,000 of these costs in 2019 and had an accrual of approximately $130,000 remaining at December 31, 2019. Wefour Southwestern states. Donegal Mutual also entered into a definitive purchase100% quota-share reinsurance agreement forwith the sale of Peninsula’s branch officeMountain States insurance subsidiaries on the merger date. Beginning with policies effective in 2018. The sale was completed in January 2019, and we received net proceeds of $1.2 million. We recorded an impairment charge of $1.1 million in other expenses in 2018 related2021, Donegal Mutual began to this real estate transaction and includedplace the $1.2 million fair valuebusiness of the real estateMountain States Insurance Group into the underwriting pool we held for saledescribe in other assets at“History and Organizational Structure.” As a result, our consolidated financial results through December 31, 2018.

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2020 excluded the results of the Mountain States Insurance Group operations in those Southwestern states.



We and Donegal Mutual sold Donegal Financial Services Corporation (“DFSC”) to Northwest Bancshares, Inc. (“Northwest”) on March 8, 2019, resulting in proceeds valued at approximately $85.8 million in a combination of cash and Northwest common stock. DFSC was a grandfathered unitary savings and loan holding company that owned Union Community Bank, a state savings bank. Immediately prior to the closing of the merger, DFSC paid a dividend of approximately $29.2 million to us and Donegal Mutual. As the owner of 48.2% of DFSC’s common stock, we received a dividend payment from DFSC of approximately $14.1 million and consideration from Northwest that included a combination of cash in the amount of $20.5 million and Northwest common stock with a fair value at the closing date of $20.9 million. We recorded a gain of $12.7 million from the sale of DFSC in our results of operations during 2019. We sold the Northwest common stock that we received as part of the consideration during 2019. This transaction represented the culmination of a banking strategy that began with the formation of DFSC in 2000.


Effective December 1, 2019, our insurance subsidiaries Le Mars Insurance Company (“Le Mars”) and Sheboygan Falls Insurance Company (“Sheboygan Falls”) merged with and into Atlantic States Insurance Company (the “Mergers”).  As a result of the Mergers, the separate corporate existences of Le Mars and Sheboygan Falls ceased and Atlantic States Insurance Company  (“Atlantic States”) continued as the surviving insurance company. Atlantic States will placeplaced the business of Le Mars and Sheboygan Falls, as their policies renewrenewed subsequent to the effective date of the Mergers, into the underwriting pool.


Available Information


You may obtain our Annual Reports on Form10-K, including this Form10-K Report, our quarterly reports on Form10-Q, our current reports on Form8-K, our proxy statement and our other filings pursuant to the Securities Exchange Act of 1934, or the Exchange Act, without charge by viewing our website atwww.donegalgroup.com. You may also view our Code of Business Conduct and Ethics and the charters of the executive committee, the audit committee, the compensation committee and the nominating committee of our board of directors on our website. Upon request to our corporate secretary, we will also provide printed copies of any of these documents to you without charge. We have provided the address of our website solely for the information of investors. We do not intend the reference to our website address to be an active link or to otherwise incorporate the contents of our website into this Form10-K Report. In addition to our website, the Securities and Exchange Commission (the “SEC”) maintains an Internet site atwww.sec.gov that contains our reports, proxy and information statements and other information that we electronically file with, or furnish to, the SEC.


History and Organizational Structure


In themid-1980’s, Donegal Mutual, as a mutual insurance company, recognized the desirability of developing additional sources of capital and surplus so it could remain competitive, and have the surplus to expand its business and ensure its long-term viability.  Accordingly, Donegal Mutual determined to implementthat the implementation of a downstream holding company structure as one of itswas a viable business strategies.strategy to accomplish that objective.  Thus, in 1986, Donegal Mutual formed us as a downstream holding company.company, and we incorporated in the state of Delaware as Donegal Group Inc. After Donegal Mutual formed us, we in turn formed Atlantic States as our wholly owned property and casualty insurance company subsidiary.


In connection with the formation of Atlantic States and the establishment of our downstream insurance holding company system, Donegal Mutual and Atlantic States entered into a proportional reinsurance agreement, or pooling agreement, that became effective October 1, 1986.agreement.  Under the pooling agreement, Donegal Mutual and Atlantic States poolcontribute substantially all of their respective premiums, losses and loss expenses to the reinsuranceunderwriting pool, and the reinsuranceunderwriting pool, acting through Donegal Mutual, then cedes a portionallocates 80% of the pooled business currently 80%, 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.

Since we established Atlantic States in 1986, Donegal Mutual and our insurance subsidiaries have conducted business together as the Donegal Insurance Group. As


The member companies of the Donegal Insurance Group, Donegal Mutual andwhich include our insurance subsidiaries, share a combined business plan to enhance market penetration and underwriting profitability objectives. We believe Donegal Mutual’s majority interest in the combined voting power of our Class A common stock and of our Class B common stock fosters our ability to implement our business philosophies, enjoy management continuity, maintain superior employee relations and provide a stable environment within which we can grow our businesses.


The products the member companies of the Donegal Mutual and our insurance subsidiariesInsurance Group offer are generally complementary, which permits the Donegal Insurance Group to offer a broad range of products in 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 the member companies of the Donegal Mutual and our insurance subsidiariesInsurance Group offer generally relate to specific risk profiles within similar classes of business, such as preferred tier products versus standard tier products.  The member companies of the Donegal Mutual and weInsurance Group do not allocate all of the standard risk gradients to one company.  As a result, 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. We receive 80% of the results ofdirectly and all business that Donegal Mutual assumes from its affiliates and places into the underwriting pool because Atlantic States has an 80% participation in the pool.  The

-2-


business Atlantic States derives from the underwriting pool represents a significant percentage of our total consolidated revenues. However, that percentage has gradually decreased over the past few years as we have acquired a number of other property and casualty insurance companies that do not participate in the underwriting pool.


As the capital of Atlantic States and our other insurance subsidiaries has increased, the underwriting capacity of our insurance subsidiaries has increased proportionately.  The size of the underwriting pool has also increased substantially.  Therefore, as we originally planned in themid-1980s, Atlantic States has successfully raised the capital necessary to support the growth of its direct business as well as to accept increases in its allocation of business from the underwriting pool. The portion of the underwriting pool allocated to Atlantic States has increased from an initial allocation of 35% in 1986 to an 80% allocation since March 1, 2008.  We do not anticipate any further change in the pooling agreement between Atlantic States and Donegal Mutual, including any change in the percentage participation of Atlantic States in the underwriting pool.


In addition to Atlantic States, our insurance subsidiaries are Southern Insurance Company of Virginia, or Southern, The Peninsula Insurance Company and its wholly owned subsidiary, Peninsula Indemnity Company, or collectively, Peninsula, and Michigan Insurance Company, or MICO. In addition, Donegal Mutual has a 100% quota-share reinsurance agreement with Southern Mutual Insurance Company, or Southern Mutual, and Donegal Mutual places its assumed business from Southern Mutual into the underwriting pool.

Donegal Mutual completed the merger of Mountain States Mutual Casualty Company, or Mountain States,wholly owns and has a 100% quota-share reinsurance agreement with and into Donegal Mutual effective May 25, 2017. Donegal Mutual was the surviving company in the merger, and Mountain States’ insurance subsidiaries, Mountain States Indemnity Company and Mountain States Commercial Insurance Company, became insurance subsidiaries of Donegal Mutual upon completion of the merger. Upon completion of the merger, Donegal Mutual assumed all of the policy obligations of Mountain States and began to market its products together with its insurance subsidiaries as the Mountain States Insurance Group in four Southwestern states. Donegal Mutual currently plans to place the business of the Mountain States Insurance Group into the underwriting pool beginninginsurance subsidiaries. Beginning with policies effective in 2021. As a result, our consolidated financial results will exclude the results of Donegal Mutual’s operations in those Southwestern states until2021, Donegal Mutual places suchits assumed business from the Mountain States insurance subsidiaries into the underwriting pool.


The following chart depicts our organizational structure, including all of our property and casualty insurance subsidiaries  and affiliates:

LOGO

(1)

Because of the different relative voting power of our Class A common stock and our Class B common stock, our public stockholders hold approximately 29% of the combined voting power of our Class A common stock and our Class B common stock and Donegal Mutual holds approximately 71% of the combined voting power of our Class A common stock and our Class B common stock.

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graphic


(1)          Because of the different relative voting power of our Class A common stock and our Class B common stock, our public stockholders hold approximately 30% of the combined voting power of our Class A common stock and our Class B common stock and Donegal Mutual holds approximately 70% of the combined voting power of our Class A common stock and our Class B common stock.


Relationship with Donegal Mutual


Donegal Mutual provides facilities, personnelmanagement and other services to us and our insurance subsidiaries. In addition, Donegal Mutual purchases and maintains the information technology systems that support the business of Donegal Mutual and our insurance subsidiaries. Donegal Mutual allocates certain related expenses to Atlantic States in relation toaccordance with the relative participation of Donegal Mutual and Atlantic States in the underwriting pool they maintain.pooling agreement. Our insurance subsidiaries other than Atlantic States reimburse Donegal Mutual for allocated costs of services Donegal Mutual provides on their respective personnel costs and bear their proportionate share of information services costsbehalf based on each subsidiaries’ respective percentagetheir proportion of the total netdirect premiums written of the Donegal Insurance Group. ChargesGroup and other metrics. Allocated expenses from Donegal Mutual for these services it provided to Atlantic States and our other insurance subsidiaries totaled $186.6 million, $153.9 million and $134.1 million $126.2 millionfor 2021, 2020 and $125.0 million2019, respectively. To enhance process efficiencies, Donegal Mutual paid certain expenses directly in 2021 that our insurance subsidiaries paid directly in 2020, resulting in higher allocations of expenses from Donegal Mutual to our insurance subsidiaries and lower direct expense payments by our insurance subsidiaries in 2021 compared to 2020.

Donegal Mutual is the employer of record for 2019, 2018all personnel who provide services for our insurance subsidiaries. Donegal Mutual strives to maintain a culture that is based on integrity and 2017, respectively.

respect, with an environment designed to facilitate excellent service to the agents and customers of the Donegal Insurance Group. At December 31, 2021, Donegal Mutual had 838 employees, of which 488 were based in its Marietta, Pennsylvania headquarters and 350 were based in regional offices or were permanent remote employees. There were 829 full-time employees and 9 part-time employees. Due to health and safety concerns related to the COVID-19 pandemic, many of Donegal Mutual's employees continue to work remotely from their homes or follow a hybrid schedule that includes working several days in their assigned office to allow for enhanced collaboration and interaction with other employees. Donegal Mutual targets employee compensation that is competitive and consistent with an employee's position, knowledge, experience and skill level. Donegal Mutual provides annual wage increases that are based on merit. Donegal Mutual provides an annual cash incentive plan for all of its employees that provides an opportunity for Donegal Mutual's employees to earn a bonus as a percentage of their annual wages that varies based on the level of underwriting profit Donegal Insurance Group achieves for a calendar year. In addition, Donegal Mutual provides to its full-time employees a comprehensive employee benefits program, including medical, dental and vision insurance, paid time off, and a 401(k) retirement plan that includes company matching provisions. Donegal Mutual also provides substantial training, development and wellness programs and resources to its employees.


Our insurance subsidiaries have various reinsurance arrangements with Donegal Mutual. These agreements include:

a catastrophe reinsurance agreement with Atlantic States, MICO, Peninsula and SouthernDonegal Mutual, pursuant to which Donegal Mutual provides coverage for losses related to any catastrophic occurrence over a set retention of $2.0 million for each  participating insurance subsidiary, with a combined retention of $5.0 million for a catastrophe involving a combination of participating insurance subsidiaries, up to the amount Donegal Mutual and our insurance subsidiaries retain under catastrophe reinsurance agreements with unaffiliated reinsurers; and

quota-share reinsurance agreements with MICO and Peninsula.

reinsurers. The purpose of the catastrophe reinsurance 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 amountsurplus.


Donegal Mutual had a quota-share reinsurance agreement with MICO for policies effective through December 31, 2021. The purpose of surplus.

the quota-share reinsurance agreement with MICO was to transfer to Donegal Mutual 25% of the premiums and losses related to MICO’s business. Donegal Mutual placed its assumed business from MICO into the underwriting pool. Donegal Mutual and MICO terminated this reinsurance agreement on a run-off basis effective January 1, 2022. As a result, MICO will retain 100% of its net premiums and losses beginning with policies effective as of that date.


Donegal Mutual had a quota-share reinsurance agreement with Peninsula for policies effective through December 31, 2021. The purpose of the quota-share reinsurance agreement with Peninsula iswas to transfer to Donegal Mutual 100% of the premiums and losses related to the workers’ compensation product line of Peninsula in certain states, which provides the availability of an additional workers’ compensation tier for Donegal Mutual’s commercial accounts.states. Donegal Mutual placesplaced its assumed business from Peninsula into the underwriting pool.

The purpose of the quota-share Donegal Mutual and Peninsula terminated this reinsurance agreement with MICO is to transfer to Donegal Mutual 25%on a run-off basis effective January 1, 2022. As a result, Peninsula will retain 100% of theits net workers’ compensation premiums and losses related to MICO’s business. Donegal Mutual places its assumed business from MICO into the underwriting pool.

beginning with policies effective as of that date.


We and Donegal Mutual have maintained a coordinating committee since our formation in 1986. The coordinating committee consists of two members of our board of directors, neither of whom is a member of Donegal Mutual’s board of directors, and two members of Donegal Mutual’s board of directors, neither of whom is a member of our board of directors. The purpose of the coordinating committee is to establish and maintain a process for an annualongoing evaluation of the transactions between Donegal Mutual, our insurance subsidiaries and us. The coordinating committee considers the fairness of each intercompany transaction to Donegal Mutual and its policyholders and to us and our stockholders.


A new agreement or any change to a previously approved agreement must receive coordinating committee approval. The approval process for a new agreement between Donegal Mutual and us or one of our insurance subsidiaries or a change in such an agreement is as follows:


both of our members on the coordinating committee must determine that the new agreement or the change in an existing agreement is fair and equitable to us and in the best interests of our stockholders;


both of Donegal Mutual’s members on the coordinating committee must determine that the new agreement or the change in an existing agreement is fair and equitable to Donegal Mutual and in the best interests of its policyholders;


our board of directors must approve the new agreement or the change in an existing agreement; and


Donegal Mutual’s board of directors must approve the new agreement or the change in an existing agreement.


The coordinating committee also meets annually to review each existing agreement between Donegal Mutual and us or our insurance subsidiaries, including all reinsurance agreements between Donegal Mutual and our insurance subsidiaries. The purpose of this annual review is to examine the results of the agreements over the past year and, in the case of reinsurance agreements, over several years and to determine if the results of the existing agreements remain fair and equitable to us and our

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stockholders and fair and equitable to Donegal Mutual and its policyholders or if Donegal Mutual and we should mutually agree to certain adjustments to the terms of the agreements. In the case of these reinsurance agreements, the annual adjustments typically relate to the reinsurance premiums losses and reinstatement premiums.loss retention amounts. These agreements are ongoing in nature and will continue in effect throughout 20202022 in the ordinary course of our business.


Our members on the coordinating committee, as of the date of this Form10-K Report, are Robert S. BolingerBarry C. Huber and Richard D. Wampler, II. Donegal Mutual’s members on the coordinating committee as of such date are Michael W. Brubaker and Cyril J. Greenya. We refer to our proxy statement for our annual meeting of stockholders to be held on April 16, 202021, 2022 for further information about the members of the coordinating committee.


We believe our relationships with Donegal Mutual offer us and our insurance subsidiaries a number of competitive advantages, including the following:


enabling our stable management, the consistent underwriting discipline of our insurance subsidiaries, external growth, long-term profitability and financial strength;


creating operational and expense synergies from the combination of resources and integrated operations of the Donegal Mutual and our insurance subsidiaries;

Insurance Group;


producing more stable and uniform underwriting results for our insurance subsidiaries over extended periods of time than we could achieve without our relationship with Donegal Mutual;


providing opportunities for growth because of the ability of Donegal Mutual to affiliate and enter into reinsurance agreements with, or otherwise acquire control of, mutual insurance companies and place the business it assumes into the underwriting pool; and


providing Atlantic States with a significantly larger underwriting capacity because of the underwriting pool Donegal Mutual and Atlantic States have maintained since 1986.


In the first quarter of 2020,2022, our board of directors and the board of directors of Donegal Mutual each undertook a review of the relationships between Donegal Mutual and DGI and determined that continuing the current relationships and the current corporate structure of Donegal Mutual and DGI is in the best interests of DGI and its various constituencies.


Business Strategy


We and Donegal Mutual are focused on several primary strategies, including achieving sustained excellent financial performance, strategically modernizing our operations and processes to transform our business, capitalizing on opportunities to grow profitably and delivering a superior experience to our agents and policyholders. Our strategy isstrategies are designed to allow our insurance subsidiaries to achieve their longstanding goal of outperforming the United States property and casualty insurance industry in terms of profitability and service, thereby providingprovide value to the policyholders of Donegal Mutual and our respective insurance subsidiaries and, ultimately, providingto provide value to our stockholders. The annual net premiums earned of our insurance subsidiaries have increased from $301.5 million in 2006 to $756.1$776.0 million in 2019,2021, a compound annual growth rate of 7.3%6.5%.


The combined ratio of our insurance subsidiaries and that of the United States property and casualty insurance industry as computed using United States generally accepted accounting principles, or GAAP, and statutory accounting principles, or SAP, for the years 20152017 through 20192021 are shown in the following table:

   2019  2018  2017  2016  2015 

Our GAAP combined ratio

   99.5  110.1  103.0  98.1  99.0

Our SAP combined ratio

   98.7   109.4   101.7   96.8   97.4 

Industry SAP combined ratio(1)

   98.2   99.6   105.1   100.9   98.3 

  2021  2020  2019  2018  2017 
Our GAAP combined ratio  101.0%  96.0%  99.5%  110.1%  103.0%
Our SAP combined ratio  100.8   95.4   98.7   109.4   101.7 
Industry SAP combined ratio (1)
  101.8   98.8   98.9   99.2   103.9 


(1)

As reported (projected for 2019)2021) by A.M. Best Company.


We and Donegal Mutual believe we can continue to expand our insurance operations over time through organic growth and acquisitions of, or affiliations with, other insurance companies. We and Donegal Mutual have enhanced the performance of companies we have acquired, while leveraging the acquired companies’ core strengths and local market knowledge to expand their operations. Our insurance subsidiaries and Donegal Mutual also seek to increase their premium base by making quality independent agency appointments, enhancing their competitive position within each agency, introducing new and enhanced insurance products and developing and maintaining automated systems to improve service, communications and efficiency.

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A detailed review of our business strategies follows:

Achieving underwriting profitability.


Achieving sustained excellent financial performance.

Our insurance subsidiaries seek to achieve a combined ratio of less than 100%. We remain committed to achieving consistent underwriting profitability. Underwriting profitability is a fundamental component of our long-term financial strength because it allows our insurance subsidiaries to generate profits without relying exclusively on their investment income for profitability. Our insurance subsidiaries seek to enhance their underwriting results by:


carefully selecting the product lines they underwrite;


carefully selecting the individual risks they underwrite;

minimizing

utilizing data analytics and predictive modeling tools to inform risk selection and pricing decisions;

managing their individual exposure toproperty exposures in catastrophe-prone areas; and


evaluating their claims history on a regular basis to ensure the adequacy of their underwriting guidelines and product pricing.

Our insurance subsidiaries have no material exposures to asbestos or environmental liabilities. Our insurance subsidiaries seek to provide more than one policy to a given personal lines or commercial lines customer because this “account selling” strategy diversifies their risk and has historically improved their underwriting results. Our insurance subsidiaries also use reinsurance to manage their exposure and limit their maximum net loss from large single risks or risks in concentrated areas.

Pursuing profitable growth by organic expansion within the traditional operating territories of our insurance subsidiaries through developing and maintaining quality agency representation.

Continued expansion of our insurance subsidiaries within their existing markets will be a key source of their continued premium growth, and maintaining an effective and growing network of independent agencies is integral to this expansion. Our insurance subsidiaries seek to be among the top three insurers within each of the independent agencies for the lines of business our insurance subsidiaries write by providing a consistent, competitive and stable market for their products. We believe that the consistency of the product offerings of our insurance subsidiaries enables our insurance subsidiaries to compete effectively for independent agents with other insurers whose product offerings may fluctuate based on industry conditions. Our insurance subsidiaries offer a competitive compensation program to their independent agents that rewards them for producing profitable growth for our insurance subsidiaries. Our insurance subsidiaries provide their independent agents with ongoing support to enable them to better attract and service customers, including:

fully automated underwriting and policy issuance systems for commercial and personal lines of insurance;


training programs;

marketing support;

availability of a service center that provides comprehensive service for our policyholders; and

field visitations by marketing and underwriting personnel and senior management of our insurance subsidiaries.

Our insurance subsidiaries appoint independent agencies with a strong underwriting and growth track record. We believe that our insurance subsidiaries, by carefully selecting, motivating and supporting their independent agencies, will drive continued long-term growth.

Acquiring property and casualty insurance companies to augment the organic growth of our insurance subsidiaries.

We have been an effective consolidator of smaller “main street” property and casualty insurance companies, and we expect to continue to acquire other insurance companies to expand our business in a given region over time.

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Since 1995, we have completed six acquisitions of property and casualty insurance companies or participated in their business through Donegal Mutual’s entry into quota-share reinsurance agreements with them. We intend to continue our growth by pursuing affiliations and acquisitions that meet our criteria. Our primary criteria are:

location in regions where our insurance subsidiaries are currently conducting business or that offer an attractive opportunity to conduct profitable business;

a mix of business similar to the mix of business of our insurance subsidiaries;

annual premium volume between $50.0 million to $100.0 million; and

fair and reasonable transaction terms.

We believe that our relationship with Donegal Mutual assists us in pursuing affiliations with, and subsequent acquisitions of, mutual insurance companies because, through Donegal Mutual, we understand the concerns and issues that mutual insurance companies face. In particular, Donegal Mutual has had success affiliating with underperforming mutual insurance companies, and we have either acquired them following their conversion to a stock company or benefited from their underwriting results as a result of Donegal Mutual’s entry into a 100% quota-share reinsurance agreement with them and placement of that assumed business into the pooling agreement. We have utilized our strengths and financial position to improve the operations of those underperforming insurance companies. We evaluate a number of areas for operational synergies when considering acquisitions, including product underwriting, expenses, the cost of reinsurance and technology.

We and Donegal Mutual have the ability to employ a number of acquisition and affiliation methods. Our prior acquisitions and affiliations have taken one of the following forms:

purchase of all of the outstanding stock of a stock insurance company;

purchase of a book of business;

quota-share reinsurance transaction;

merger of a mutual company into Donegal Mutual; or

two-step acquisition of a mutual insurance company in which:

as the first step, Donegal Mutual purchases a surplus note from the mutual insurance company, Donegal Mutual enters into a services agreement with the mutual insurance company and Donegal Mutual’s designees become a majority of the members of the board of directors of the mutual insurance company; and

as the second step, the mutual insurance company enters into a quota-share reinsurance agreement with Donegal Mutual or demutualizes, or converts, into a stock insurance company. Upon the demutualization or conversion, we purchase the surplus note from Donegal Mutual and exchange it for all of the stock of the stock insurance company resulting from the demutualization or conversion.

We believe that our ability to make direct acquisitions of stock insurance companies and to make indirect acquisitions of mutual insurance companies through a sponsored conversion or a quota-share reinsurance agreement provides us with flexibility that is a competitive advantage in making acquisitions. We also believe our historic record demonstrates our ability to acquire control of an underperforming insurance company,re-underwrite its book of business, reduce its cost structure and return it to sustained profitability.

While Donegal Mutual and we generally engage in preliminary discussions with potential direct or indirect acquisition candidates from time to time, neither Donegal Mutual nor we make any public disclosure regarding a proposed acquisition until Donegal Mutual or we have entered into a definitive acquisition agreement.

-7-


The following table highlights our and Donegal Mutual’s history of insurance company acquisitions and affiliations since 1988:

Company Name

State of Domicile

Year Control

Acquired

Method of Acquisition/Affiliation

Southern Mutual Insurance Company and now Southern Insurance Company of Virginia

Virginia1984Surplus note investment by Donegal Mutual in 1984; demutualization in 1988; acquisition of stock by us in 1988.

Pioneer Mutual Insurance Company and then Pioneer Insurance Company (1)(2)

Ohio1992Surplus note investment by Donegal Mutual in 1992; demutualization in 1993; acquisition of stock by us in 1997.

Delaware Mutual Insurance Company and then Delaware Atlantic Insurance Company (1)(2)

Delaware1993Surplus note investment by Donegal Mutual in 1993; demutualization in 1994; acquisition of stock by us in 1995.

Pioneer Mutual Insurance Company and then Pioneer Insurance Company(1)(2)

New York1995Surplus note investment by Donegal Mutual in 1995; demutualization in 1998; acquisition of stock by us in 2001.

Southern Heritage Insurance Company (2)

Georgia1998Purchase of stock by us in 1998.

Le Mars Mutual Insurance Company of Iowa and then Le Mars Insurance Company (1)(2)

Iowa2002Surplus note investment by Donegal Mutual in 2002; demutualization in 2004; acquisition of stock by us in 2004.

Peninsula Insurance Group

Maryland2004Purchase of stock by us in 2004.

Sheboygan Falls Mutual Insurance Company and then Sheboygan Falls Insurance Company (1)(2)

Wisconsin2007Contribution note investment by Donegal Mutual in 2007; demutualization in 2008; acquisition of stock by us in 2008.

Southern Mutual Insurance Company (3)

Georgia2009Surplus note investment by Donegal Mutual and quota-share reinsurance in 2009.

Michigan Insurance Company

Michigan2010Purchase of stock by us and surplus note investment by Donegal Mutual in 2010.

Mountain States Mutual Casualty Company(4)

New Mexico2017Merger with and into Donegal Mutual in 2017

(1)

Each of these acquisitions initially took the form of an affiliation with Donegal Mutual. Donegal Mutual provided surplus note financing to the insurance company, and, in connection with that financing, sufficient designees of Donegal Mutual were appointed so as to constitute a majority of the members of the board of directors of the insurance company. Donegal Mutual and the insurance company simultaneously entered into a services agreement whereby Donegal Mutual provided services to improve the operations of the insurance company. Once the insurance company’s results of operations improved to the satisfaction of Donegal Mutual, Donegal Mutual sponsored the demutualization of the insurance company. Upon the consummation of the demutualization, Donegal Mutual converted the surplus note to capital stock of the newly demutualized insurance company. We then purchased all of the capital stock of the insurance company from Donegal Mutual and made an additional capital contribution in cash to provide adequate surplus to support the insurance company’s planned premium growth.

(2)

To reduce administrative and compliance costs and expenses, these subsidiaries subsequently merged into one of our existing insurance subsidiaries.

(3)

Control acquired by Donegal Mutual.

(4)

Donegal Mutual completed the merger of Mountain States with and into Donegal Mutual effective May 25, 2017. Donegal Mutual was the surviving company in the merger, and Mountain States’ insurance subsidiaries, Mountain States Indemnity Company and Mountain States Commercial Insurance Company, became insurance subsidiaries of Donegal Mutual upon completion of the merger. Upon completion of the merger, Donegal Mutual assumed all of the policy obligations of Mountain States and began to market its products together with its insurance subsidiaries as the Mountain States Insurance Group in four Southwestern states. Donegal Mutual currently plans to place the business of the Mountain States Insurance Group into the underwriting pool beginning with policies effective in 2021. As a result, our consolidated financial results will exclude the results of Donegal Mutual’s operations in those Southwestern states until Donegal Mutual places such business into the underwriting pool.

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Providing responsive and friendly customer and agent service to enable our insurance subsidiaries to attract new policyholders and retain existing policyholders.

We believe that excellent policyholder service is important in attracting new policyholders and retaining existing policyholders. Our insurance subsidiaries work closely with their independent agents to provide a consistently responsive level of claims service, underwriting and customer support. Our insurance subsidiaries seek to respond expeditiously and effectively to address customer and independent agent inquiries in a number of ways, including:

availability of a customer call center, secure website and mobile application for claims reporting;

availability of a secure website and mobile application for access to policy information and documents, payment processing and other features;

timely replies to information requests and policy submissions; and

prompt responses to, and processing of, claims.

Our insurance subsidiaries periodically conduct policyholder surveys to evaluate the effectiveness of their service to policyholders. The management of our insurance subsidiaries meets on a regular basis with the personnel of the independent insurance agents our insurance subsidiaries appoint to seek service improvement recommendations, react to service issues and better understand local market conditions.

Maintaining premium rate adequacy to enhance the underwriting results of our insurance subsidiaries, while maintaining their existing book of business and preserving their ability to write new business.

Our insurance subsidiaries maintain discipline in their pricing by effecting rate increases to sustain or improve their underwriting results without unduly affecting their customer retention. In addition to appropriate pricing, our insurance subsidiaries seek to ensure that their premium rates are adequate relative to the amount of risk they insure. Our insurance subsidiaries review loss trends on a regular basis to identify changes in the frequency and severity of their claims and to assess the adequacy of their rates and underwriting standards. Our insurance subsidiaries also carefully monitor and audit the information they use to price their policies for the purpose of enabling them to receive an adequate level of premiums for the risk they assume. For example, our insurance subsidiaries audit the payroll data of their workers’ compensation customers to verify that the assumptions used to price a particular policy were accurate. By implementing appropriate rate increases and understanding the risks our insurance subsidiaries agree to insure, our insurance subsidiaries seek to achieve consistent underwriting profitability.

Focusing on expense controls and utilization of technology to increase the operating efficiency of our insurance subsidiaries.


Our insurance subsidiaries monitor the performance of the product lines they underwrite and the geographies in which they offer their insurance products. Our insurance subsidiaries take specific actions to remediate underperforming product lines or geographies that include pricing increases, underwriting adjustments, reunderwriting initiatives as well as discontinuing a given product or withdrawing from a geography when our insurance subsidiaries determine they cannot reasonably expect to generate targeted profitability over time.

Our insurance subsidiaries have no material exposures to asbestos or environmental liabilities. Our insurance subsidiaries seek to provide more than one policy to a given personal lines or commercial lines customer because this “account selling” strategy diversifies their risk and has historically improved their underwriting results. Our insurance subsidiaries also use reinsurance to manage their exposure and limit their maximum net loss from large single risks or risks in concentrated areas.

Our insurance subsidiaries maintain stringent expense controls under direct supervision of their senior management. We centralize the processing and administrative activities of our insurance subsidiaries to realize operating synergies and better expense control. Our insurance subsidiaries utilize technology to automate much of their underwriting, claims and billing processes and to facilitate agency and policyholder communications on an efficient, timely and cost-effective basis. Our insurance subsidiaries have increased their annual premium per employee, a measure of efficiency that our insurance subsidiaries use to evaluate their operations, from approximately $470,000 in 1999 to approximately $1.1 $1.2million in 2019.

2021.


Return on invested assets is an important element of the financial results of our insurance subsidiaries. The investment strategy of our insurance subsidiaries is to generate an appropriate amount of after-tax income on invested assets while limiting the potential impact of equity market volatility and minimizing credit risk through investments in high-quality securities. As a result, our insurance subsidiaries seek to invest a high percentage of their assets in diversified, highly rated and marketable fixed-maturity instruments. The fixed-maturity portfolios of our insurance subsidiaries consist of both taxable and tax-exempt securities. Our insurance subsidiaries maintain a portion of their portfolios in short-term securities to provide liquidity for the payment of claims and operation of their respective businesses. Our insurance subsidiaries maintain a small percentage (5.0% at December 31, 2021) of their portfolios in equity securities that have a history of paying cash dividends or that our insurance subsidiaries expect will appreciate in value over time.

Strategically modernizing our operations and processes to transform our business.

In 2018, Donegal Mutual initiated a multi-year systems modernization project to replace its remaining legacy systems, streamline business processes and workflows and enhance data analytics and modeling capabilities. In February 2020, Donegal Mutual implemented the first release of new systems related to the project, and our insurance subsidiaries began to issue workers’ compensation policies from the new systems in the second quarter of 2020. In August 2021, Donegal Mutual implemented the second release of new systems related to the project, including a new agency portal and the rating, underwriting and policy issuance capabilities necessary to support the launch of new personal lines products, and our insurance subsidiaries began to issue new personal lines products from the new systems in the fourth quarter of 2021. Over the next several years, Donegal Mutual expects to implement new systems for the remaining lines of business the Donegal Insurance Group offers currently. The next release of new systems related to the project will include three commercial lines of business with enhanced straight-through-processing capabilities. This release is scheduled for implementation beginning in the first half of 2023.

In 2019, we established an enterprise analytics department with the goal of integrating data and analytics into strategy and decision-making at all levels of our organization. The enterprise analytics team is responsible for core functions of rate-making, predictive analytics, data management and business intelligence. These responsibilities include the development and expansion of risk-based pricing segmentation, analytical innovation, predictive modeling solutions, formal data strategies, performance monitoring and enhanced reporting mechanisms. We developed and began executing a pricing and analytics roadmap that will continue to deliver data-driven insights to our underwriters. This roadmap includes ongoing development and enhancement of quality tools that allow us to operationalize pricing and underwriting predictive models, integrate internal and external data for better-informed pricing and underwriting decisions and enhance the automation and precision of our rate indication methodology. Our enterprise analytics team is continuing to develop new tools and solutions that are enhancing our product portfolio management capabilities, competitive intelligence, pricing sophistication and utilization of data to monitor and manage our operations.

We are expanding our focus on process excellence, including the formalization of a structure to readily identify opportunities for operational efficiencies and to build a multi-year roadmap for addressing those opportunities. We are also expanding our data management personnel and capabilities to continually ensure the data upon which we rely for our business decisions and financial reporting is complete, accurate and secure. We have assigned an innovation task force the responsibility to research emerging technologies and identify potential technology solutions that might assist us in further modernizing our operations.

Capitalizing on opportunities to grow profitably.

Continued expansion of our insurance subsidiaries within their existing markets will be a key source of their continued premium growth, and maintaining an effective network of independent agencies is integral to this expansion. Our insurance subsidiaries seek to be among the top three insurers within each of the independent agencies for the lines of business our insurance subsidiaries write by providing a consistent, competitive and stable market for their products. We believe that the consistency of the product offerings of our insurance subsidiaries enables our insurance subsidiaries to compete effectively for independent agents with other insurers whose product offerings may fluctuate based on industry conditions. Our insurance subsidiaries offer a competitive compensation program to their independent agents that rewards them for producing profitable growth and maintaining profitable books of business with our insurance subsidiaries.

Our insurance subsidiaries execute a combined annual business plan with Donegal Mutual and its insurance subsidiaries. Within the past several years, we have enhanced the annual planning process to ensure that we are directing efforts and resources toward geographic regions, market segments, product lines and classes of business that will give us the best opportunities to achieve sustained growth and profitability. During 2021, we further enhanced the planning process by performing a detailed analysis of internal and external data with respect to each state within our operating regions. We assessed state-specific marketing dynamics and opportunities, including an evaluation of the historical experience of our insurance subsidiaries. We then assigned a strategic posture for each state and developed action plans to execute state-specific strategies for growth or reduction of premiums, agency distribution and enhanced profit generation over the next several years.

In recent years, the consolidation of independent agencies has accelerated, resulting in the acquisition of independent agencies from which our insurance subsidiaries and Donegal Mutual currently receive business by national cluster groups and aggregators. We have a national accounts team that is responsible for the management and expansion of our relationships with these national agency groups. The national accounts team serves as a centralized point of contact for these groups and works directly with our regional sales and marketing teams to support and develop relationships with independent agents affiliated with national agency groups. We believe our relationships with existing and emerging national agency groups will continue to expand and that these groups represent a significant opportunity for profitable future growth.

Delivering a superior experience to our agents and policyholders.

Donegal Mutual and our insurance subsidiaries strive to maintain technology comparable to that of their larger competitors. “Ease of doing business” is an increasingly important component of an insurer’s value to an independent agency. Our insurance subsidiaries provide fully automated underwriting and policy issuance systemsportals that substantially ease data entry and facilitate the quoting and issuance of policies for the independent agents of our insurance subsidiaries. As a result, applications of the independent agents for our insurance subsidiaries can result in policy issuance without furtherre-entry of information. These systems also interface with the policyagency management systems of the independent agents of our insurance subsidiaries.

Maintaining a conservative investment approach.

Return on invested assets is an important element of In addition, we are employing new agency relationship management solutions to expand the financial results of our insurance subsidiaries. The investment strategyabilities of our insurance subsidiaries to manage their agency relationships and enhance their agency communications and interactions.


Our insurance subsidiaries also provide their independent agents with ongoing support to enable them to better attract and service customers, including:

training programs;

marketing support;

availability of a service center that provides comprehensive service for our policyholders; and

accessibility to and regular interactions with marketing and underwriting personnel and senior management of our insurance subsidiaries.

Our insurance subsidiaries appoint independent agencies with a strong underwriting and growth track record. We believe that our insurance subsidiaries will drive continued long-term growth by carefully selecting, motivating and supporting their independent agencies.

We believe that excellent policyholder service is important in attracting new policyholders and retaining existing policyholders. Our insurance subsidiaries work closely with their independent agents to generate an appropriate amountprovide a consistently responsive level ofafter-tax income on invested assets while minimizing credit risk through investments in high-quality securities. As a result, our claims service, underwriting and customer support. Our insurance subsidiaries seek to investrespond expeditiously and effectively to address customer and independent agent inquiries in a high percentagenumber of ways, including:

availability of a customer call center, secure website and mobile application for claims reporting;

availability of a secure website and mobile application for access to policy information and documents, payment processing and other features;

timely replies to information requests and policy submissions; and

prompt responses to, and processing of, claims.

Our insurance subsidiaries periodically conduct policyholder surveys to evaluate the effectiveness of their assets in diversified, highly rated and marketable fixed-maturity instruments.service to policyholders. The fixed-maturity

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portfoliosmanagement of our insurance subsidiaries consistmeets on a regular basis with the personnel of both taxable andtax-exempt securities. Ourthe independent insurance agents our insurance subsidiaries maintainappoint to seek service improvement recommendations, react to service issues and better understand local market conditions.


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Acquiring property and casualty insurance companies to augment the organic growth of our insurance subsidiaries.

We have been an effective consolidator of smaller “main street” property and casualty insurance companies. While we are currently placing less emphasis on pursuing acquisitions due to several ongoing major initiatives to enhance our technology infrastructure as well as our analytical and processing capabilities, we expect to continue to acquire other insurance companies to expand our business in a portiongiven region over time.

Since 1998, we and Donegal Mutual have completed seven transactions involving acquisitions of their portfoliosproperty and casualty insurance companies or participation in short-term securitiesthe business of property and casualty insurance companies through Donegal Mutual’s entry into quota-share reinsurance agreements with them. We and Donegal Mutual intend to provide liquidity for the payment of claimscontinue our growth by pursuing affiliations and operation of their respective businesses.acquisitions that meet our criteria. Our primary criteria are:

location in regions where our insurance subsidiaries maintain and Donegal Mutual are currently conducting business or that offer an attractive opportunity to conduct profitable business;

a small percentage (5.0%mix of business similar to the mix of business of our insurance subsidiaries and Donegal Mutual;

annual premium volume between $50.0 million to $100.0 million; and

fair and reasonable transaction terms.

We believe that our relationship with Donegal Mutual assists us in pursuing affiliations with, and subsequent acquisitions of, mutual insurance companies because, through Donegal Mutual, we understand the concerns and issues that mutual insurance companies face. In particular, Donegal Mutual has had success affiliating with underperforming mutual insurance companies that were operating at December 31, 2019)a competitive disadvantage due to lack of economies of scale compared to other industry participants, and we have either acquired them following their portfoliosconversion to a stock company or benefited from their underwriting results as a result of Donegal Mutual’s entry into a 100% quota-share reinsurance agreement with them and placement of that assumed business into the pooling agreement. We evaluate a number of areas for operational synergies when considering acquisitions, including product underwriting, expenses, the cost of reinsurance and technology.

We believe that our ability to make direct acquisitions of stock insurance companies and to make indirect acquisitions of mutual insurance companies through Donegal Mutual provides us with flexibility that is a competitive advantage in equity securities.

making acquisitions. We also believe our historic record demonstrates our ability to acquire control of an underperforming insurance company utilizing a number of different acquisition structures and affiliation strategies, re-underwrite its book of business, reduce its cost structure and return it to sustained profitability.


While Donegal Mutual and we generally engage in preliminary discussions with potential direct or indirect acquisition candidates from time to time, neither Donegal Mutual nor we make any public disclosure regarding a proposed acquisition until Donegal Mutual or we have entered into a definitive acquisition agreement.

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The following table highlights our and Donegal Mutual’s history of insurance company acquisitions and affiliations since 1998:

Company NameState of DomicileYear Control AcquiredMethod of Acquisition/Affiliation
Southern Heritage Insurance Company (1)
Georgia1998Purchase of stock by us in 1998.
Le Mars Mutual Insurance Company of Iowa and then Le Mars Insurance Company (1)
Iowa2002Surplus note investment by Donegal Mutual in 2002; conversion to stock company in 2004; acquisition of stock by us in 2004.
Peninsula Insurance GroupMaryland2004Purchase of stock by us in 2004.
Sheboygan Falls Mutual Insurance Company and then Sheboygan Falls Insurance Company (1)
Wisconsin2007Contribution note investment by Donegal Mutual in 2007; conversion to stock company in 2008; acquisition of stock by us in 2008.
Southern Mutual Insurance Company (2)
Georgia2009Surplus note investment by Donegal Mutual and quota-share reinsurance in 2009.
Michigan Insurance CompanyMichigan2010Purchase of stock by us in 2010.
Mountain States Mutual Casualty Company(3)
New Mexico2017Merger with and into Donegal Mutual in 2017.



(1)
To reduce administrative and compliance costs and expenses, these subsidiaries subsequently merged into one of our existing insurance subsidiaries.

(2)
Control acquired by Donegal Mutual.

(3)
Donegal Mutual completed the merger of Mountain States with and into Donegal Mutual effective May 25, 2017. Donegal Mutual was the surviving company in the merger, and Mountain States insurance subsidiaries became insurance subsidiaries of Donegal Mutual upon completion of the merger. Donegal Mutual also entered into a 100% quota-share reinsurance agreement with the Mountain States insurance subsidiaries on the merger date. Beginning with policies effective in 2021, Donegal Mutual places the business of the Mountain States Insurance Group into the underwriting pool.

Competition


The property and casualty insurance industry is highly competitive on the basis of both price and service. Numerous companies compete for business in the geographic areas where our insurance subsidiaries operate. Many of these other insurance companies are substantially larger and have greater financial resources than those of our insurance subsidiaries. In addition, because our insurance subsidiaries and Donegal Mutual market their respective insurance products exclusively through independent insurance agencies, most of which represent more than one insurance company, our insurance subsidiaries face competition within agencies, as well as competition to retain qualified independent agents.

Insurance companies that are substantially larger than our insurance subsidiaries are likely to benefit from certain cost synergies, and insurance companies that market their products directly to end consumers are likely to incur lower relative acquisition costs compared to those of our insurance subsidiaries.


Products and Underwriting


We report the results of our insurance operations in two segments: commercial lines of insurance and personal lines of insurance. The commercial lines our insurance subsidiaries write consist primarily of commercial automobile, commercial multi-peril and workers’ compensation insurance. The personal lines our insurance subsidiaries write consist primarily of private passenger automobile and homeowners insurance. We describe these lines of insurance in greater detail below:


Commercial


Commercial automobile — policies that provide protection against liability for bodily injury and property damage arising from automobile accidents and protection against loss from damage to automobiles owned by the insured.


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Commercial multi-peril — policies that provide protection to businesses against many perils, usually combining liability and physical damage coverages.


Workers’ compensation — policies employers purchase to provide benefits to employees for injuries sustained during employment. The workers’ compensation laws of each state determine the extent of the coverage we provide.


Personal


Private passenger automobile — policies that provide protection against liability for bodily injury and property damage arising from automobile accidents and protection against loss from damage to automobiles owned by the insured.


Homeowners — policies that provide coverage for damage to residences and their contents from a broad range of perils, including fire, lightning, windstorm and theft. These policies also cover liability of the insured arising from injury to other persons or their property while on the insured’s property and under other specified conditions.

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In recent years, we have taken actions to shift our business mix to a higher proportion of commercial business, where we believe we will continue to have greater opportunities to achieve profitable, sustainable long-term growth. While we expect our commercial growth rate will exceed that of personal lines for the foreseeable future, we desire to maintain a profitable book of personal business to provide enhanced stability across our product portfolio and increase our brand value to our independent agents. We commenced a phased rollout of new personal lines products in the fourth quarter of 2021. These products feature various coverage enhancements, modernized rating methodology, enhanced pricing segmentation, application of predictive analytical models and utilization of third-party data to augment pricing and risk selection. We implemented a new personal lines agency portal and the rating, underwriting and policy issuance capabilities necessary to support the launch in the ten states where Donegal Mutual and our insurance subsidiaries offer personal lines. The portal and systems are now live in the states of Indiana, Ohio and Pennsylvania, and we plan to continue the rollout of the new personal lines products in the remaining seven states throughout 2022. We expect to write sufficient levels of new personal lines business to offset normal policy attrition within our legacy personal lines book of business with the goal of achieving modest levels of personal lines premium growth following the completion of the rollout.

The following table sets forth the net premiums written of our insurance subsidiaries by line of insurance for the periods indicated:

   Year Ended December 31, 
   2019  2018  2017 
(dollars in thousands)  Amount   %  Amount   %  Amount   % 

Commercial lines:

          

Automobile

  $122,142    16.2 $108,123    14.5 $99,333    13.6

Workers’ compensation

   113,684    15.1   109,022    14.7   109,884    15.1 

Commercial multi-peril

   138,750    18.5   117,509    15.8   110,313    15.1 

Other

   30,303    4.0   15,241    2.0   9,586    1.3 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total commercial lines

   404,879    53.8   349,895    47.0   329,116    45.1 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Personal lines:

          

Automobile

   210,507    28.0   249,275    33.5   255,297    35.0 

Homeowners

   117,118    15.5   123,782    16.6   125,054    17.2 

Other

   20,097    2.7   21,064    2.9   19,672    2.7 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total personal lines

   347,722    46.2   394,121    53.0   400,023    54.9 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total business

  $752,601    100.0 $744,016    100.0 $729,139    100.0
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

  Year Ended December 31, 
  2021  2020  2019 
(dollars in thousands) Amount  %  Amount  %  Amount  % 
Commercial lines:                  
Automobile $161,947   20.1% $135,294   18.2% $122,142   16.2%
Workers’ compensation  113,256   14.1   109,960   14.8   113,684   15.1 
Commercial multi-peril  188,242   23.4   147,993   19.9   138,750   18.5 
Other  38,340   4.8   32,739   4.5   30,303   4.0 
Total commercial lines  501,785   62.4   425,986   57.4   404,879   53.8 
Personal lines:                        
Automobile  170,578   21.2   184,602   24.9   210,507   28.0 
Homeowners  109,974   13.7   111,886   15.1   117,118   15.5 
Other  21,930   2.7   19,666   2.6   20,097   2.7 
Total personal lines  302,482   37.6   316,154   42.6   347,722   46.2 
Total business $804,267   100.0% $742,140   100.0% $752,601   100.0%

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The commercial lines and personal lines underwriting departments of our insurance subsidiaries evaluate and select those risks that they believe will enable our insurance subsidiaries to achieve an underwriting profit. TheWithin each of the underwriting departments, have significant interaction with the independent agents regarding the underwriting philosophy and the underwriting guidelines of our insurance subsidiaries. Our underwriting personnel also assist insubsidiaries have dedicated product development and management teams responsible for the development of quality products at competitive prices to promote growth and profitability.

We formally established an enterprise analytics function in early 2019. Our enterprise analytics team is responsible for core functionsprofitability as well as the enhancement of ratemaking, predictive analytics, data governance and business intelligence. Those responsibilities include the development and expansion of risk-based pricing segmentation, analytical innovation, predictive modeling solutions, formal data strategies, performance monitoring and enhanced reporting mechanisms.

our current products to meet targeted customer needs.


In order to achieve underwriting profitability on a consistent basis, our insurance subsidiaries:


assess and select primarily standard and preferred risks;


adhere to disciplined underwriting guidelines;

seek to price risks appropriately based on exposure, risk characteristics, utilization of predictive models and

application of underwriting judgment and


utilize various types of risk management and loss control services.


Our insurance subsidiaries also review their existing policies and accounts to determine whether those risks continue to meet their underwriting guidelines. If a given policy or account no longer meets those underwriting guidelines, our insurance subsidiaries will take appropriate action regarding that policy or account, including raising premium rates ornon-renewing the policy to the extent applicable law permits.


As part of the effort of our insurance subsidiaries to maintain acceptable underwriting results, they conduct annual reviews of agencies that have failed to meet their underwriting profitability criteria. The review process includes an analysis of the underwriting andre-underwriting practices of the agency, the completeness and accuracy of the applications the agency submits, the adequacy of the training of the agency’s staff and the agency’s record of adherence to the underwriting guidelines and service standards of our insurance subsidiaries. Based on the results of this review process, the marketing and underwriting personnel of our insurance subsidiaries develop, together with the agency, a plan to improve its underwriting profitability. Our insurance subsidiaries monitor the agency’s compliance with the plan and take other measures as required in the judgment of our insurance subsidiaries, including the termination to the extent applicable law permits of agencies that are unable to achieve acceptable underwriting profitability.

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Distribution


Our insurance subsidiaries market their products primarily in theMid-Atlantic, Midwestern, New England, Southern and SouthernSouthwestern regions through approximately 2,4002,300 independent insurance agencies. At December 31, 2019,2021, the Donegal Insurance Group actively wrote business in20in24 states (Alabama, Colorado, Delaware, Georgia, Illinois, Indiana, Iowa, Maine, Maryland, Michigan, Nebraska, New Hampshire, New Mexico, North Carolina, Ohio, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, and Wisconsin). Beginning with policies effective in 2021, Donegal Mutual includes the business it writes directly and itsassumes from the Mountain States insurance subsidiaries also write business in four Southwestern states (Colorado, New Mexico, Texas and Utah). Donegal Mutual currently excludes the business written in these four states from the pooling agreement between Donegal Mutual and Atlantic States. As a result, thisThis business hashad no impact on our results of operations.operations prior to 2021. We believe the relationships of our insurance subsidiaries with their independent agents are valuable in identifying, obtaining and retaining profitable business. Our insurance subsidiaries maintain a stringent agency selection procedure that emphasizes appointing agencies with proven marketing strategies for the development of profitable business, and our insurance subsidiaries only appoint agencies with a strong underwriting history and potential growth capabilities. Our insurance subsidiaries also regularly evaluate the independent agencies that represent them based on their profitability and performance in relation to the objectives of our insurance subsidiaries. Our insurance subsidiaries seek to be among the top three insurers within each of their agencies for the lines of business our insurance subsidiaries write.


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The following table sets forth the percentage of direct premiums our insurance subsidiaries write, including 80% of the direct premiums Donegal Mutual and Atlantic States include in the underwriting pool, in each of the states where they conducted a significant portion of their business in 2019:

2021:

Pennsylvania

  35.333.7%

Michigan

  15.815.4 

Maryland

  9.38.9 

Georgia

Delaware
  8.06.6 

Virginia

  7.66.1 

Delaware

Georgia
  6.25.6 

Wisconsin

3.9
Ohio  3.3 

Ohio

Indiana
  3.12.3 

Tennessee

Iowa
  2.22.3 

Iowa

North Carolina
  2.21.9 

Other

Tennessee
  7.01.8 
Other 

8.2
 

Total

  100.0%


Our insurance subsidiaries employ a number of policies and procedures that we believe enable them to attract, retain and motivate their independent agents. We believe that the consistency of the product offerings of our insurance subsidiaries enables our insurance subsidiaries to compete effectively for independent agents with other insurers whose product offerings may fluctuate based upon industry conditions. Our insurance subsidiaries have a competitive profit-sharing plancompensation program for their independent agents that includes base commissions, growth incentive plans and a profit-sharing plan, consistent with applicable state laws and regulations, under which the independent agents may earn additional commissions based upon the volume of premiums produced and the profitability of the business our insurance subsidiaries receive from that agency.

We have an agency stock purchase plan that allows our independent agents to purchase our Class A common stock at a discount to market prices to further align the interests of our independent agents with the interests of our stockholders.


Our insurance subsidiaries encourage their independent agents to focus on “account selling,” or serving all of a particular insured’s property and casualty insurance needs, which our insurance subsidiaries believe generally results in more favorable loss experience than covering a single risk for an individual insured.


Technology


Donegal Mutual owns and manages the technology systemsthat our insurance subsidiaries use.utilize on a daily basis. The technology systems consist primarilyis comprised of anhighly integrated centralagency-facing and back-end processing computer system, a series of server-based computer networks and various communication systems that allow the home officeoperate within an advanced, modernized infrastructure that provides high service levels for performance, reliability, security and branch offices of Donegal Mutual and our insurance subsidiaries to utilize the same systems for the processing of business.availability. Donegal Mutual maintains disaster recovery and backup facilities and systems at the office of one of our insurance subsidiaries and tests these backup facilities and systems on a regular basis. Our insurance subsidiaries bear their proportionate share of information services expenses based on their respective percentage of the total net premiums written of the Donegal Insurance Group during the preceding calendar year.

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Group.



The business strategy and ultimate success of our insurance subsidiaries depends on the use, developmenteffectiveness of efficient and implementation of integrated business systems and technology systems.infrastructure. These systems enable our insurance subsidiaries to provide quality service to agents and policyholders by processing business in a timely and efficientdependable manner, communicatingcommunicate and sharingshare data with agents providingand provide a variety of methods for the payment of premiums and allowingpremiums. These systems also allow for the accumulation and analysis of data and information for the management of our insurance subsidiaries.

We believe Donegal Mutual is currently in the availabilitymidst of a multi-year effort to modernize certain of its key infrastructure and useapplications systems we describe in more detail under “Business - Business Strategy - Strategically modernizing our operations and processes to transform our business.”


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The modernized proficiency of these integrated technology systems has resulted in improvedfacilitates high service tolevels for the agents and policyholders of our insurance subsidiaries, increased efficiencies in processing the business of our insurance subsidiaries and lower operating costs. Key components of these integrated technology systems are theinclude agency interface system, thesystems, automated underwriting and policy issuancemanagement systems, a claims processing system and an imaginga billing administration system. The agency interface system providessystems provide our insurance subsidiaries with a high level ofcomprehensive single source to facilitate data sharing both to and from agents’ systems and also provides agents with an integrated means of processing new business. The automated underwriting and policy issuancemanagement systems provide agents with the ability to generate underwritten quotes and automatically issue policies that meet the underwriting guidelines of our insurance subsidiaries with limited or no intervention by their personnel. The claims processing system allows our insurance subsidiaries to process claims efficiently and in an automated environment. The imagingbilling administration system eliminates the needallows our insurance subsidiaries to handle paper files, while providing greater access to the same information by a variety of personnel. process premium billing and collection efficiently and in an automated environment.

We believe ourDonegal Mutual's agency-facing technology systems compare favorably towell against those of many national property and casualty insurance carriers in terms of qualityfeature capabilities and service levels. In 2018, Donegal Mutual initiatedmaintains a multi-year systems modernization project that will facilitate the replacement ofregular interactive forum with its remaining legacy systems, streamline our business processesindependent agents to be proactive in identifying opportunities for continued automation and workflows and enhance our data analytics and modeling capabilities. In February 2020, Donegal Mutual implemented the first release of new systems related to the project, and our insurance subsidiaries will issue workers’ compensation policies from the new systems beginning with new policies effective in May 2020 and renewal policies effective in June 2020. Over the next several years, Donegal Mutual expects to implement new systems for the remaining lines of business Donegal Mutual and our insurance subsidiaries offer currently.

technology enhancements.


Claims


The management of claims is a critical component of the philosophy of our insurance subsidiaries to achieve underwriting profitability on a consistent basis and is fundamental to the successful operations of our insurance subsidiaries and their dedication to excellent service. Our senior claims management oversees the claims processing units of each of our insurance subsidiaries to assure consistency in the claims settlement process. The field office staff of our insurance subsidiaries receives support from home office technical, litigation, material damage, subrogation and medical audit personnel.


The claims departments of our insurance subsidiaries rigorously manage claims to assure that they settle legitimate claims quickly and fairly and that they identify questionable claims for defense. In the majority of cases, the personnel of our insurance subsidiaries, who have significant experience in the property and casualty insurance industry and know the service philosophy of our insurance subsidiaries, adjust claims. Our insurance subsidiaries provide various means of claims reporting on a24-hours a day, seven-days a week basis, including toll-free numbers and electronic reporting through our website and mobile application. Our insurance subsidiaries strive to respond to notifications of claims promptly, generally within the day reported. Our insurance subsidiaries believe that, by responding promptly to claims, they provide quality customer service and minimize the ultimate cost of the claims. Our insurance subsidiaries engage independent adjusters as needed to handle claims in areas in which the volume of claims is not sufficient to justify the hiring of internal claims adjusters by our insurance subsidiaries. Our insurance subsidiaries also employ privateindependent adjusters and private investigators, structural experts and various outside legal counsel to supplement their internal staff and to assist in the investigation of claims. Our insurance subsidiaries have a special investigative unit primarily staffed by former law enforcement officers that attempts to identify and prevent fraud and abuse and to investigate questionable claims.


The management of the claims departments of our insurance subsidiaries develops and implements policies and procedures for the establishment of adequate claim reserves. Our insurance subsidiaries employ an actuarial staff that regularly reviews their reserves for incurred but not reported claims. The management and staff of the claims departments resolve policy coverage issues, manage and process reinsurance recoveries and handle salvage and subrogation matters. The litigation and personal injury sections of our insurance subsidiaries manage all claims litigation. Branch office claims above certain thresholds require home office review and settlement authorization. Our insurance subsidiaries provide their claims adjusters reserving and settlement authority based upon their experience and demonstrated abilities. Larger or more complicated claims require consultation and approval of senior claims department management.


Liabilities for Losses and Loss Expenses


Liabilities for losses and loss expenses are estimates at a given point in time of the amounts an insurer expects to pay with respect to incurred policyholder claims based on facts and circumstances the insurer knows at that point in time. 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. At the time of

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establishing its estimates, an insurer recognizes that its ultimate liability for losses and loss expenses will exceed or be less than such estimates. Our insurance subsidiaries base their estimates of liabilities for losses and loss expenses on assumptions as to future loss trends, expected claims severity, judicial theories of liability and other factors. However, during the loss adjustment period, our insurance subsidiaries may learn additional facts regarding individual claims, and, consequently, it often becomes necessary for our insurance subsidiaries to refine and adjust their estimates for these liabilities. We reflect any adjustments to the liabilities for losses and loss expenses of our insurance subsidiaries in our consolidated results of operations in the period in which our insurance subsidiaries make adjustments to their estimates.


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Our insurance subsidiaries maintain liabilities for the payment of losses and loss expenses with respect to both reported and unreported claims. Our insurance subsidiaries establish these liabilities for the purpose of covering the ultimate costs of settling all losses, including investigation and litigation costs. Our insurance subsidiaries base the amount of their liability for reported losses primarily upon acase-by-case evaluation of the type of risk involved, knowledge of the circumstances surrounding each claim and the insurance policy provisions relating to the type of loss the policyholder incurred. Our insurance subsidiaries determine the amount of their liability for unreported claims and loss expenses on the basis of historical information by line of insurance. Our insurance subsidiaries account for inflation in the reserving function through analysis of costs and trends and reviews of historical reserving results. Our insurance subsidiaries monitor their liabilities closely and recompute them periodically using new information on reported claims and a variety of statistical techniques. Our insurance subsidiaries do not discount their liabilities for losses and loss expenses.


Reserve estimates can change over time because of unexpected changes in assumptions related to our insurance subsidiaries’ external environment and, to a lesser extent, assumptions related to our insurance subsidiaries’ internal operations. For example, our insurance subsidiaries have experienced an increase in claims severity and a lengthening of the claim settlement periods on bodily injury claims during the past several years. In addition, the COVID-19 pandemic and related government mandates and restrictions resulted in various changes from historical claims reporting and settlement trends during 2020 and resulted in significant increases in loss costs in 2021 due to a number of factors, including supply chain disruption, higher used automobile values, increases in the cost of replacement automobile parts and rising labor rates. These trend changes give rise to greater uncertainty as to the pattern of future loss settlements on bodily injury claims.settlements. Related uncertainties regarding future trends include social inflation, availability and cost of building materials, availability of skilled labor, the rate of plaintiff attorney involvement in claims and the cost of medical technologies and procedures. Assumptions related to our insurance subsidiaries’ external environment include the absence of significant changes in tort law and the legal environment that increase liability exposure, consistency in judicial interpretations of insurance coverage and policy provisions and the rate of loss cost inflation. Internal assumptions include consistency in the recording of premium and loss statistics, consistency in the recording of claims, payment and case reserving methodology, accurate measurement of the impact of rate changes and changes in policy provisions, consistency in the quality and characteristics of business written within a given line of business and consistency in reinsurance coverage and collectability of reinsured losses, among other items.  To the extent our insurance subsidiaries determine that underlying factors impacting their assumptions have changed, our insurance subsidiaries make adjustments in their reserves that they consider appropriate for such changes. Accordingly, our insurance subsidiaries’ ultimate liability for unpaid losses and loss expenses will likely differ from the amount recorded at December 31, 2019.2021. For every 1% change in our insurance subsidiaries’ loss and loss expense reserves, net of reinsurance recoverable, the effect on ourpre-tax results of operations would be approximately $5.1 $6.3million.


The establishment of appropriate liabilities is an inherently uncertain process and we can provide no assurance that our insurance subsidiaries’ ultimate liability will not exceed our insurance subsidiaries’ loss and loss expense reserves and have an adverse effect on our results of operations and financial condition. 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’ estimates of their liability for losses and loss expenses generally reflect actual payments and their evaluation of information received subsequent to the prior reporting period.  Our insurance subsidiaries recognized a (decrease) increasedecrease in their liability for losses and loss expenses of prior years of ($12.9 million), $35.6$31.2 million, $12.9 million and $6.6$12.9 million in 2019, 20182021, 2020 and 2017,2019, 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 2021 development represented 5.6% of the December 31, 2020 net carried reserves and resulted primarily from lower-than-expected loss emergence in the personal automobile, workers’ compensation and commercial automobile lines of business for accident years prior to 2021. The majority of the 2021 development related to decreases in the liability for losses and loss expenses of prior years for Atlantic States and MICO. The 2020 development represented 2.6% of the December 31, 2019 net carried reserves and resulted primarily from lower-than-expected severity in the workers’ compensation and personal automobile lines of business, partially offset by higher-than-expected severity in the commercial automobile and commercial multi-peril lines of business, for accident years prior to 2020. The majority of the 2020 development related to decreases in the liability for losses and loss expenses of prior years for Atlantic States and MICO. The 2019 development represented 2.7% of the December 31, 2018 net carried reserves and resulted primarily from lower-than-expected severity in the workers’ compensation line of business, partially offset by higher-than-expected severity in the commercial automobile and commercial multi-peril lines of business, for accident years prior to 2019. The majority of the 2019 development related to decreases in the liability for losses and loss expenses of prior years for Atlantic States and Michigan. The 2018 development represented 9.3% of the December 31, 2017 net carried reserves and resulted primarily from higher-than-expected severity in the commercial multi-peril, personal automobile and commercial automobile lines of business, offset by lower-than-expected severity in the workers’ compensation line of business, for accident years prior to 2018. The majority of the 2018 development related to increases in the liability for losses and loss expenses of prior years for Atlantic States and Southern. During 2018, our insurance subsidiaries received new information on previously-reported

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MICO.


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commercial automobile and personal automobile claims that led our insurance subsidiaries to conclude that their prior actuarial assumptions did not fully anticipate recent changes in severity and reporting trends. Our insurance subsidiaries have encountered increasing difficulties in projecting the ultimate severity of automobile losses over recent accident years, which our insurance subsidiaries attribute to worsening litigation trends and an increased delay in the reporting to our insurance subsidiaries of information with respect to the severity of claims. As a result, our insurance subsidiaries’ actuaries increased their projections of the ultimate cost of our insurance subsidiaries’ prior-year personal automobile and commercial automobile losses, and our insurance subsidiaries added $17.7 million to their reserves for personal automobile and $20.8 million to their reserves for commercial automobile for accident years prior to 2018. The 2017 development represented 1.9% of the December 31, 2016 net carried reserves and resulted primarily from higher-than-expected severity in the commercial multi-peril, personal automobile and commercial automobile lines of business, offset by lower-than-expected severity in the workers’ compensation line of business, for accident years prior to 2017. The majority of the 2017 development related to increases in the liability for losses and loss expenses of prior years for Atlantic States and Peninsula.

Index
Excluding the impact of severe weather events and the COVID-19 pandemic, our insurance subsidiaries have noted stable amounts in the number of claims incurred and the number of claims outstanding at period ends relative to their premium base in recent years across most of their lines of business. However, the amount of the average claim outstanding has increased gradually over the past several years due to various factors such as rising medical loss costsinflation and increased litigation trends. We have also experienced a general slowing of settlement rates in litigated claims and lengthening of repair completion times for property and automobile claims. Our insurance subsidiaries could have to make further adjustments to their estimates in the future. However, on the basis of our insurance subsidiaries’ internal procedures, which analyze, among other things, their prior assumptions, their experience with similar cases and historical trends such as reserving patterns, loss payments, pending levels of unpaid claims and product mix, as well as court decisions, economic conditions and public attitudes, we believe that our insurance subsidiaries have made adequate provision for their liability for losses and loss expenses.


Atlantic States’ participation in the underwriting pool with Donegal Mutual exposes Atlantic States to adverse loss development on the business ofthat Donegal Mutual thatcontributes to the pool includes.underwriting pool. However, pooled business represents the predominant percentage of the net underwriting activity of both companies, and Donegal Mutual and Atlantic States share proportionately any adverse risk development relating to the pooled business. The business in the underwriting pool is homogeneous, and each company has apro-rata share of the entire underwriting pool. Since the predominant percentage of the business of Atlantic States and Donegal Mutual is pooled and the results shared by each company according to its participation level under the terms of the pooling agreement, the intent of the underwriting pool is to produce a more uniform and stable underwriting result from year to year for each company than either would experience individually and to spread the risk of loss between the companies.

Donegal Mutual and our insurance subsidiaries operate together as the Donegal Insurance Group and share a combined business plan designed to achieve market penetration and underwriting profitability objectives. The products our insurance subsidiaries and Donegal Mutual offer are generally complementary, thereby allowing Donegal Insurance Group to offer a broader range of products to a given market and to expand 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 products compared to 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.


Differences between liabilities reported in our financial statements prepared on a GAAP basis and our insurance subsidiaries’ financial statements prepared on a SAP basis result from anticipating salvage and subrogation recoveries for GAAP but not for SAP. These differences amounted to $20.2$23.5 million, $20.0$21.0 million and $18.0$20.2 million at December 31, 2021, 2020 and 2019, 2018 and 2017, respectively.

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The following table sets forth a reconciliation of the beginning and ending GAAP net liability of our insurance subsidiaries for unpaid losses and loss expenses for the periods indicated:

   Year Ended December 31, 
(in thousands)  2019   2018   2017 

Gross liability for unpaid losses and loss expenses at beginning of year

  $814,665   $676,672   $606,665 

Less reinsurance recoverable

   339,267    293,271    259,147 
  

 

 

   

 

 

   

 

 

 

Net liability for unpaid losses and loss expenses at beginning of year

   475,398    383,401    347,518 
  

 

 

   

 

 

   

 

 

 

Provision for net losses and loss expenses for claims incurred in the current year

   519,320    540,827    480,647 

Change in provision for estimated net losses and loss expenses for claims incurred in prior years

   (12,932   35,631    6,621 
  

 

 

   

 

 

   

 

 

 

Total incurred

   506,388    576,458    487,268 
  

 

 

   

 

 

   

 

 

 

Net losses and loss expense payments for claims incurred during:

      

The current year

   278,924    308,578    288,380 

Prior years

   195,956    175,883    163,005 
  

 

 

   

 

 

   

 

 

 

Total paid

   474,880    484,461    451,385 
  

 

 

   

 

 

   

 

 

 

Net liability for unpaid losses and loss expenses at end of year

   506,906    475,398    383,401 

Plus reinsurance recoverable

   362,768    339,267    293,271 
  

 

 

   

 

 

   

 

 

 

Gross liability for unpaid losses and loss expenses at end of year

  $869,674   $814,665   $676,672 
  

 

 

   

 

 

   

 

 

 

  Year Ended December 31, 
(in thousands) 2021  2020  2019 
Gross liability for unpaid losses and loss expenses at beginning of year $962,007  $869,674  $814,665 
Less reinsurance recoverable  404,818   362,768   339,267 
Net liability for unpaid losses and loss expenses at beginning of year  557,189   506,906   475,398 
Provision for net losses and loss expenses for claims incurred in the current year  551,918   472,709   519,320 
Change in provision for estimated net losses and loss expenses for claims incurred in prior years  (31,208)  (12,945)  (12,932)
Total incurred  520,710   459,764   506,388 
Net losses and loss expense payments for claims incurred during:            
The current year  269,317   236,984   278,924 
Prior years  182,223   172,497   195,956 
Total paid  451,540   409,481   474,880 
Net liability for unpaid losses and loss expenses at end of year  626,359   557,189   506,906 
Plus reinsurance recoverable  451,261   404,818   362,768 
Gross liability for unpaid losses and loss expenses at end of year $1,077,620  $962,007  $869,674 

The following table sets forth the development of the liability for net unpaid losses and loss expenses of our insurance subsidiaries from 20092011 to 2019.2021. Loss data in the table includes business Atlantic States received from the underwriting pool.


“Net liability at end of year for unpaid losses and loss expenses” sets forth the estimated liability for net unpaid losses and loss expenses recorded at the balance sheet date for each of the indicated years. This liability represents the estimated amount of net losses and loss expenses for claims arising in the current and all prior years that are unpaid at the balance sheet date, including losses incurred but not reported.


The “Net liabilityre-estimated as of” portion of the table shows there-estimated amount of the previously recorded liability based on experience for each succeeding year. The estimate increases or decreases as payments are made and more information becomes known about the severity of the remaining unpaid claims. For example, the 20092011 liability has developed a deficiency after ten years because we expect there-estimated net losses and loss expenses to be $419,000$16.0 million more than the estimated liability we initially established in 20092011 of $180.3$243.0 million.


The “Cumulative deficiency (excess)” shows the cumulative deficiency or excess at December 31, 20192021 of the liability estimate shown on the top line of the corresponding column. A deficiency in liability means that the liability established in prior years was less than the amount of actual payments and currentlyre-estimated remaining unpaid liability. An excess in liability means that the liability established in prior years exceeded the amount of actual payments and currentlyre-estimated unpaid liability remaining.


The “Cumulative amount of liability paid through” portion of the table shows the cumulative net losses and loss expense payments made in succeeding years for net losses incurred prior to the balance sheet date. For example, the 20092011 column indicates that at December 31, 20192021 payments equal to $177.4$252.2 million of the currentlyre-estimated ultimate liability for net losses and loss expenses of $180.7$259.0 million had been made.

Amounts shown in the 2010 column of the table include information for MICO for all accident years prior to 2010.

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   Year Ended December 31, 
(in thousands)  2009   2010   2011   2012   2013   2014   2015   2016   2017   2018  2019 

Net liability at end of year for unpaid losses and loss expenses

  $180,262   $217,896   $243,015   $250,936   $265,605   $292,301   $322,054   $347,518   $383,401   $475,398  $506,906 

Net liabilityre-estimated as of:

                     

One year later

   177,377    217,728    250,611    261,294    280,074    299,501    325,043    354,139    419,032    462,466  

Two years later

   177,741    217,355    255,612    268,877    281,782    299,919    329,115    375,741    413,535    

Three years later

   178,403    218,449    257,349    270,473    281,666    304,855    338,118    376,060      

Four years later

   179,909    218,514    256,460    270,794    284,429    307,840    339,228        

Five years later

   179,961    218,202    255,660    271,954    285,130    310,354          

Six years later

   179,858    217,430    256,388    272,553    287,439            

Seven years later

   179,996    217,703    257,132    274,111              

Eight years later

   180,130    218,173    257,935                

Nine years later

   180,487    218,603                  

Ten years later

   180,681                    

Cumulative deficiency (excess)

   419    707    14,920    23,175    21,834    18,053    17,174    28,542    30,134    (12,932 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

Cumulative amount of liability paid through:

                     

One year later

  $84,565   $96,202   $119,074   $126,677   $131,766   $131,779   $149,746   $163,005   $175,883   $195,956  

Two years later

   123,204    148,140    181,288    191,208    194,169    206,637    228,506    250,678    276,331    

Three years later

   147,165    178,073    217,138    225,956    233,371    251,654    274,235    306,338      

Four years later

   161,363    195,948    234,392    245,094    255,451    274,248    300,715        

Five years later

   169,452    203,633    241,538    254,502    265,841    287,178          

Six years later

   173,153    206,731    245,774    259,437    272,431            

Seven years later

   174,376    209,527    248,195    263,386              

Eight years later

   175,662    210,982    250,272                

Nine years later

   176,514    212,340                  

Ten years later

   177,433                    

   Year Ended December 31, 
(in thousands)  2011   2012   2013   2014   2015   2016   2017   2018   2019 

Gross liability at end of year

  $442,408   $458,827   $495,619   $538,258   $578,205   $606,665   $676,672   $814,665   $869,674 

Reinsurance recoverable

   199,393    207,891    230,014    245,957    256,151    259,147    293,271    339,266    362,768 

Net liability at end of year

   243,015    250,936    265,605    292,301    322,054    347,518    383,401    475,398    506,906 

Grossre-estimated liability

   515,334    511,331    536,133    584,517    615,168    664,526    742,616    846,081   

Re-estimated recoverable

   257,399    237,220    248,694    274,163    275,940    288,466    329,081    383,615   

Netre-estimated liability

   257,935    274,111    287,439    310,354    339,228    376,060    413,535    462,466   

Gross cumulative deficiency (excess)

   72,926    52,504    40,514    46,259    36,963    57,861    65,944    31,416   

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Index

  Year Ended December 31, 
(in thousands) 2011  2012  2013  2014  2015  2016  2017  2018  2019  2020  2021 
Net liability at end of year for unpaid losses and loss expenses $243,015  $250,936  $265,605  $292,301  $322,054  $347,518  $383,401  $475,398  $506,906  $557,189  $626,359 
Net liability re-estimated as of:                                            
One year later  250,611   261,294   280,074   299,501   325,043   354,139   419,032   462,466   493,961   525,981     
Two years later  255,612   268,877   281,782   299,919   329,115   375,741   413,535   450,862   479,927         
Three years later  257,349   270,473   281,666   304,855   338,118   376,060   404,902   440,168             
Four years later  256,460   270,794   284,429   307,840   339,228   372,230   398,560                 
Five years later  255,660   271,954   285,130   310,354   338,020   370,960                     
Six years later  256,388   272,553   287,439   310,380   338,200                         
Seven years later  257,132   274,111   287,063   311,594                             
Eight years later  257,935   274,472   288,298                                 
Nine years later  258,272   275,385                                     
Ten years later  259,013                                         
Cumulative deficiency (excess)  15,998   24,449   22,693   19,293   16,146   23,442   15,159   (35,230)  (26,979)  (31,208)    
Cumulative amount of liability paid through:                                            
One year later $119,074  $126,677  $131,766  $131,779  $149,746  $163,005  $175,883  $195,956  $172,497  $182,223     
Two years later  181,288   191,208   194,169   206,637   228,506   250,678   276,331   275,993   276,069         
Three years later  217,138   225,956   233,371   251,654   274,235   306,338   317,447   335,310             
Four years later  234,392   245,094   255,451   274,248   300,715   324,628   342,583                 
Five years later  241,538   254,502   265,841   287,178   309,630   337,946                     
Six years later  245,774   259,437   272,431   292,327   315,105                         
Seven years later  248,195   263,386   275,357   295,106                             
Eight years later  250,272   265,026   277,315                                 
Nine years later  251,696   266,433          ��                          
Ten years later  252,228                                         

  Year Ended December 31, 
(in thousands) 2013  2014  2015  2016  2017  2018  2019  2020  2021 
Gross liability at end of year $495,619  $538,258  $578,205  $606,665  $676,672  $814,665  $869,674  $962,007  $1,077,620 
Reinsurance recoverable  230,014   245,957   256,151   259,147   293,271   339,266   362,768   404,818   451,261 
Net liability at end of year  265,605   292,301   322,054   347,518   383,401   475,398   506,906   557,189   626,359 
Gross re-estimated liability  520,208   559,837   589,947   625,221   677,919   761,282   806,750   904,062     
Re-estimated recoverable  231,910   248,243   251,747   254,261   279,359   321,114   326,823   378,081     
Net re-estimated liability  288,298   311,594   338,200   370,960   398,560   440,168   479,927   525,981     
Gross cumulative deficiency (excess)  24,589   21,579   11,742   18,556   1,247   (53,383)  (62,924)  (57,945)    

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Third-Party Reinsurance


Our insurance subsidiaries and Donegal Mutual purchase certain third-party reinsurance on a combined basis. Our insurance subsidiaries use several different reinsurers, all of which, consistent with the requirements of our insurance subsidiaries and Donegal Mutual, have an A.M. Best rating ofA- (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 anA- (Excellent) rating from A.M. Best.


The external reinsurance our insurance subsidiaries and Donegal Mutual purchased for 20192021 included:


excess of loss reinsurance, under which the losses of Donegal Mutual and our insurance subsidiaries were automatically reinsured, through a series of contracts,recovered losses over a set retention;retention of $2.0 million; and


catastrophe reinsurance, under which Donegal Mutual and our insurance subsidiaries recovered through a series of reinsurance agreements, 100% of an accumulation of many losses resulting from a single event, including natural disasters, over a set retention of $10.0 million and after exceeding an annual aggregate deductible of $1.2$15.0 million up to aggregate losses of $190.0$185.0 million per occurrence.


For property insurance, our insurance subsidiaries had excess of loss treatiesreinsurance that provided for coverage of $34.0$33.0 million per loss over a set retention of $1.0 $2.0million. For liability insurance, our insurance subsidiaries had excess of loss treatiesreinsurance that provideprovided for coverage of $58.0$73.0 million per occurrence over a set retention of $2.0 million. For workers’ compensation insurance, our insurance subsidiaries had excess of loss treatiesreinsurance that provided for coverage of $13.0$18.0 million on any one life over a set retention of $2.0 million.


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


Investments


At December 31, 2019, 99.8%2021, 100.0% of all debt securities our insurance subsidiaries held had an investment-grade rating. The investment portfolios of our insurance subsidiaries did not contain any mortgage loans or anynon-performing assets at December 31, 2019.

2021.



The following table shows the composition of the debt securities (at carrying value) in the investment portfolios of our insurance subsidiaries, excluding short-term investments, by rating at December 31, 2019:

(dollars in thousands)  December 31, 2019 

Rating(1)

  Amount   Percent 

U.S. Treasury and U.S. agency securities(2)

  $463,974    44.6

Aaa or AAA

   26,154    2.5 

Aa or AA

   212,877    20.4 

A

   171,822    16.5 

BBB

   164,217    15.8 

B

   2,002    0.2 
  

 

 

   

 

 

 

Total

  $1,041,046    100.0
  

 

 

   

 

 

 

2021:
(dollars in thousands) December 31, 2021 
Rating(1)
 Amount  Percent 
U.S. Treasury and U.S. agency securities(2)
 $359,161   29.9%
Aaa or AAA  26,073   2.2 
Aa or AA  349,417   29.1 
A  215,757   18.0 
BBB  250,326   20.8 
Total $1,200,734   100.0%



(1)

Ratings assigned by Moody’s Investors Services, Inc. or Standard & Poor’s Corporation.


(2)

Includes mortgage-backed securities of $361.7$237.7 million.


Our insurance subsidiaries invest in both taxable andtax-exempt securities as part of their strategy to maximizeafter-tax income.Tax-exempt securities made up approximately18.7%approximately 21.1%, 19.7%22.9% and 24.3%18.7% of the fixed-maturity securities in the combined investment portfolios of our insurance subsidiaries at December 31, 2021, 2020 and 2019, 2018 and 2017, respectively.

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-21-

The following table shows the classification of our investments and the investments of our insurance subsidiaries at December 31, 2019, 20182021, 2020 and 20172019 (at carrying value):

   December 31, 
   2019  2018  2017 
(dollars in thousands)  Amount   Percent of
Total
  Amount   Percent of
Total
  Amount   Percent of
Total
 

Fixed maturities(1):

          

Held to maturity:

          

U.S. Treasury securities and obligations of U.S. government corporations and agencies

  $82,916    7.5 $76,223    7.4 $71,736    7.1

Obligations of states and political subdivisions

   204,634    18.4   159,292    15.5   137,581    13.7 

Corporate securities

   156,399    14.1   127,010    12.3   108,025    10.7 

Mortgage-backed securities

   32,145    2.9   40,274    3.9   49,313    4.9 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total held to maturity

   476,094    42.9   402,799    39.1   366,655    36.4 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Available for sale:

          

U.S. Treasury securities and obligations of U.S. government corporations and agencies

   19,364    1.7   44,210    4.3   44,049    4.4 

Obligations of states and political subdivisions

   56,796    5.1   75,216    7.3   132,117    13.1 

Corporate securities

   159,244    14.3   137,833    13.4   105,740    10.5 

Mortgage-backed securities

   329,548    29.7   269,299    26.1   257,040    25.6 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total available for sale

   564,952    50.8   526,558    51.1   538,946    53.6 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total fixed maturities

   1,041,046    93.7   929,357    90.2   905,601    90.0 

Equity securities(2)

   55,477    5.0   43,667    4.2   50,445    5.0 

Investment in affiliate(3)

   —      —     41,026    4.0   38,774    3.9 

Short-term investments(4)

   14,030    1.3   16,749    1.6   11,050    1.1 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total investments

  $1,110,553    100.0 $1,030,799    100.0 $1,005,870    100.0
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

  December 31, 
  2021  2020  2019 
(dollars in thousands) Amount  
Percent of
Total
  Amount  
Percent of
Total
  Amount  
Percent of
Total
 
Fixed maturities(1):
                  
Held to maturity:                  
U.S. Treasury securities and obligations of U.S. government corporations and agencies $89,268   7.0% $77,435   6.3% $82,916   7.5%
Obligations of states and political subdivisions  371,436   29.1   312,319   25.6   204,634   18.4 
Corporate securities  191,147   15.0   173,270   14.2   156,399   14.1 
Mortgage-backed securities  16,254   1.2   23,585   1.9   32,145   2.9 
Total held to maturity  668,105   52.3   586,609   48.0   476,094   42.9 
Available for sale:                        
U.S. Treasury securities and obligations of U.S. government corporations and agencies  32,185   2.5   47,815   3.9   19,364   1.7 
Obligations of states and political subdivisions  57,378   4.5   68,965   5.7   56,796   5.1 
Corporate securities  221,611   17.4   212,708   17.4   159,244   14.3 
Mortgage-backed securities  221,455   17.3   225,648   18.5   329,548   29.7 
Total available for sale  532,629   41.7   555,136   45.5   564,952   50.8 
Total fixed maturities  1,200,734   94.0   1,141,745   93.5   1,041,046   93.7 
Equity securities(2)
  63,420   5.0   58,556   4.8   55,477   5.0 
Short-term investments(3)
  12,692   1.0   20,901   1.7   14,030   1.3 
Total investments $1,276,846   100.0% $1,221,202   100.0% $1,110,553   100.0%



(1)

We refer to Notes 1 and 4 to our Consolidated Financial Statements. We value those fixed maturities we classify as held to maturity at amortized cost; we value those fixed maturities we classify as available for sale at fair value. The total fair value of fixed maturities we classified as held to maturity was $697.4 million at December 31, 2021, $632.6 million at December 31, 2020 and $500.3 million at December 31, 2019, $405.0 million at December 31, 2018 and $380.5 million at December 31, 2017.2019. The amortized cost of fixed maturities we classified as available for sale was $523.3million at December 31, 2021, $535.0million at December 31, 2020 and $556.8 million at December 31, 2019, $535.1 million at December 31, 2018 and $538.4 million at December 31, 2017.

2019.

(2)

We value equity securities at fair value. The total cost of equity securities was $43.3million at December 31, 2021, $42.4 million at December 31, 2020 and $43.4 million at December 31, 2019 $40.9 million at December 31, 2018 and $44.2 million at December 31, 2017.


(3)

We valued our investment in our affiliate at cost, adjusted for our share of earnings and losses of our affiliate as well as changes in equity of our affiliate due to unrealized gains and losses.

(4)

We value short-term investments at cost, which approximates fair value.

-19-



-22-

The following table sets forth the maturities (at carrying value) in the fixed maturity portfolio of our insurance subsidiaries at December 31, 2019, 20182021, 2020 and 2017:

   December 31, 
   2019  2018  2017 
(dollars in thousands)  Amount   Percent
of
Total
  Amount   Percent
of
Total
  Amount   Percent
of
Total
 

Due in(1):

          

One year or less

  $29,209    2.8 $39,282    4.2 $53,826    6.0

Over one year through three years

   71,738    6.9   74,773    8.1   74,140    8.2 

Over three years through five years

   93,982    9.0   84,987    9.1   82,476    9.1 

Over five years through ten years

   297,836    28.6   256,267    27.6   221,904    24.5 

Over ten years through fifteen years

   116,368    11.2   117,875    12.7   131,531    14.5 

Over fifteen years

   70,220    6.8   46,600    5.0   35,371    3.9 

Mortgage-backed securities

   361,693    34.7   309,573    33.3   306,353    33.8 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 
  $1,041,046    100.0 $929,357    100.0 $905,601    100.0
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

2019:
  December 31, 
  2021  2020  2019 
(dollars in thousands) Amount  
Percent
of
Total
  Amount  
Percent
of
Total
  Amount  
Percent
of
Total
 
Due in(1):
                  
One year or less $48,771   4.1% $73,166   6.4% $29,209   2.8%
Over one year through three years  93,100   7.7   85,805   7.5   71,738   6.9 
Over three years through five years  120,038   10.0   111,258   9.8   93,982   9.0 
Over five years through ten years  362,266   30.2   341,947   30.0   297,836   28.6 
Over ten years through fifteen years  165,327   13.8   139,604   12.2   116,368   11.2 
Over fifteen years  173,523   14.4   140,732   12.3   70,220   6.8 
Mortgage-backed securities  237,709   19.8   249,233   21.8   361,693   34.7 
  $1,200,734   100.0% $1,141,745   100.0% $1,041,046   100.0%



(1)

Based on stated maturity dates with no prepayment assumptions. Actual maturities will differ because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


As shown above, our insurance subsidiaries held investments in mortgage-backed securities having a carrying value of $361.7$237.7 million at December 31, 2019.2021. The mortgage-backed securities consist primarily of investments in governmental agency balloon pools with stated maturities between one and 3836 years. The stated maturities of these investments limit the exposure of our insurance subsidiaries to extension risk in the event that interest rates rise and prepayments decline. Our insurance subsidiaries perform an analysis of the underlying loans when evaluating a mortgage-backed security for purchase, and they select those securities that they believe will provide a return that properly reflects the prepayment risk associated with the underlying loans.


The following table sets forth the investment results of our insurance subsidiaries for the years ended December 31, 2019, 20182021, 2020 and 2017:

   Year Ended December 31, 
(dollars in thousands)  2019  2018  2017 

Invested assets(1)

  $1,070,676  $1,018,334  $975,695 

Investment income(2)

   29,515   26,908   23,527 

Average yield

   2.8  2.6  2.4

Averagetax-equivalent yield

   2.9   2.8   2.8 

2019:
  Year Ended December 31, 
(dollars in thousands) 2021  2020  2019 
Invested assets(1)
 $1,249,024  $1,165,878  $1,070,676 
Investment income(2)
  31,126   29,504   29,515 
Average yield  2.5%  2.5%  2.8%
Average tax-equivalent yield  2.6   2.7   2.9 



(1)

Average of the aggregate invested amounts at the beginning and end of the period.


(2)

Investment income is net of investment expenses and does not include investment gains or losses or provision for income taxes.


A.M. Best Rating


Donegal Mutual and our insurance subsidiaries have an A.M. Best rating of A (Excellent), based upon the respective current financial condition and historical statutory results of operations of Donegal Mutual and our insurance subsidiaries. We believe that the A.M. Best rating of Donegal Mutual and our insurance subsidiaries is an important factor in their marketing of their products to their agents and customers. A.M. Best’s ratings are industry ratings based on a comparative analysis of the financial condition and operating performance of insurance companies. A.M. Best’s classifications are A++ and A+ (Superior), A andA- (Excellent), B++ and B+ (Good), B andB- (Fair), C++ and C+ (Marginal), C andC- (Weak), D (Poor), E (Under Regulatory Supervision), F (Liquidation) and S (Suspended). A.M. Best bases its ratings upon factors relevant to the payment of claims of policyholders and are not directed toward the protection of investors in insurance companies. According to A.M. Best, the “Excellent” rating that the Donegal Insurance Group maintains is assigned to those companies that, in A.M. Best’s opinion, have an excellent ability to meet their ongoing insurance obligations.

-20-


-23-

Regulation


The supervision and regulation of insurance companies consists primarily of the laws and regulations of the various states in which the insurance companies transact business, with the primary regulatory authority being the insurance regulatory authorities in the state of domicile of the insurance company. Such supervision and regulation relate to numerous aspects of an insurance company’s business and financial condition. The primary purpose of such supervision and regulation is the protection of policyholders. The authority of the state insurance departments includes the establishment of standards of solvency that insurers must meet and maintain, the licensing of insurers and insurance agents to do business, the nature of, and limitations on, investments, premium rates for property and casualty insurance, the provisions that insurers must make for current losses and future liabilities, the deposit of securities for the benefit of policyholders, the approval of policy forms, notice requirements for the cancellation of policies and the approval of certain changes in control. State insurance departments also conduct periodic examinations of the affairs of insurance companies and require the filing of annual and other reports relating to the financial condition of insurance companies.


In addition to state-imposed insurance laws and regulations, the National Association of Insurance Commissioners, or the NAIC, maintains a risk-based capital system, or RBC, for assessing the adequacy of the statutory capital and surplus of insurance companies that augments the states’ current fixed dollar minimum capital requirements for insurance companies. At December 31, 2019,2021, our insurance subsidiaries and Donegal Mutual each exceeded by a substantial margin the minimum levels of statutory capital the RBC rules require.

require by a substantial margin.


Generally, every state has guaranty fund laws under which insurers licensed to do business in that state can be assessed on the basis of premiums written by the insurer in that state in order to fund policyholder liabilities of insolvent insurance companies. Under these laws in general, an insurer is subject to assessment, depending upon its market share of a given line of business, to assist in the payment of policyholder claims against insolvent insurers. Our insurance subsidiaries and Donegal Mutual have made accruals for their portion of assessments related to such insolvencies based upon the most current information furnished by the guaranty associations.


We are part of an insurance holding company system of which Donegal Mutual is the ultimate controlling person. All of the states in which our insurance companies and Donegal Mutual maintain a domicile have legislation that regulates insurance holding company systems. Each insurance company in the insurance holding company system must register with the insurance supervisory agency of its state of domicile and furnish information concerning the operations of companies within the insurance holding company system that may materially affect the operations, management or financial condition of the insurers within the system. Pursuant to these laws, the respective insurance departments in which our subsidiaries and Donegal Mutual maintain a domicile may examine our insurance subsidiaries or Donegal Mutual at any time, require disclosure of material transactions by the holding company with another member of the insurance holding company system and require prior notice or prior approval of certain transactions, such as “extraordinary dividends” from the insurance subsidiaries to the holding company. We have insurance subsidiaries domiciled in Maryland, Michigan, Pennsylvania and Virginia.


The Pennsylvania Insurance Holding Companies Act, which generally applies to Donegal Mutual, us and our insurance subsidiaries, requires that all transactions within an insurance holding company system to which an insurer is a party must be fair and reasonable and that any charges or fees for services performed must be reasonable. Any management agreement, service agreement, cost sharing arrangement and material reinsurance agreement must be filed with the Pennsylvania Insurance Department, or the Department, and is subject to the Department’s review. We have filed with the Department the pooling agreement between Donegal Mutual and Atlantic States that established the underwriting pool and all material agreements between Donegal Mutual and our insurance subsidiaries.


-24-

Approval of the applicable insurance commissioner is also required prior to consummation of transactions affecting the control of an insurer. In virtually all states, including the states where our insurance subsidiaries are domiciled, the acquisition of 10% or more of the outstanding capital stock of an insurer or its holding company or the intent to acquire such an interest creates a rebuttable presumption of a change in control. Pursuant to an order issued in April 2003, the Department approved Donegal Mutual’s ownership of up to 70% of our outstanding Class A common stock and Donegal Mutual’s ownership of up to 100% of our outstanding Class B common stock.


Our insurance subsidiaries have the legal obligation under state insurance laws to participate in involuntary insurance programs for automobile insurance, as well as other property and casualty insurance lines, in the states in which they conduct business. These programs include joint underwriting associations, assigned risk plans, fair access to insurance requirements plans, reinsurance facilities, windstorm plans and tornado plans. Legislation establishing these programs requires all companies that write lines covered by these programs to provide coverage, either directly or through reinsurance, for insureds who are unable to obtain insurance in the voluntary market. The legislation creating these programs usually allocates a pro rata portion

-21-


of risks attributable to such insureds to each company on the basis of the direct premiums it has written in that state or the number of automobiles it insures in that state. Generally, state law requires participation in these programs as a condition to obtaining a certificate of authority. Our loss ratio on insurance we write under these involuntary programs has traditionally been significantly greater than our loss ratio on insurance we voluntarily write in those states.


Regulatory requirements, including RBC requirements, may impact our insurance subsidiaries’ ability to pay dividends. The amount of statutory capital and surplus necessary for our insurance subsidiaries to satisfy regulatory requirements, including RBC requirements, was not significant in relation to our insurance subsidiaries’ statutory capital and surplus at December 31, 2019.2021. Generally, the maximum amount that one of our insurance subsidiaries may pay to us as ordinary dividends during any year after notice to, but without prior approval of, the insurance commissioner of its domiciliary state is limited to a stated percentage of that subsidiary’s statutory capital and surplus at December 31 of the preceding fiscal year or the net income of that subsidiary for its preceding fiscal year. Our insurance subsidiaries paid dividends to us of $5.0 million, $14.0 million and $4.0 million $11.0 millionin 2021, 2020 and $13.0 million in 2019, 2018 and 2017, respectively. At December 31, 2019,2021, the amount of ordinary dividends our insurance subsidiaries could pay to us during 2020,2022, without the prior approval of their respective domiciliary insurance commissioners, is shown in the following table.

Name of Insurance Subsidiary

  Ordinary
Dividend
Amount
 

Atlantic States

  $25,903,087 

MICO

   6,576,859 

Peninsula

   1,983,678 

Southern

   5,440,557 
  

 

 

 

Total

  $39,904,181 
  

 

 

 

Name of Insurance Subsidiary Ordinary Dividend Amount 
    
Atlantic States $27,888,319 
MICO  7,670,872 
Peninsula  4,786,779 
Southern  6,927,576 
Total $47,273,546 

Donegal Mutual Insurance Company


Donegal Mutual organized as a mutual fire insurance company in Pennsylvania in 1889. At December 31, 2019,2021, Donegal Mutual had admitted assets of $635.6 $735.9million and policyholders’ surplus of $303.7$333.0 million. At December 31, 2019,2021, Donegal Mutual had total liabilities of $331.9$402.9 million, including reserves for net losses and loss expenses of $162.2$197.9 million and unearned premiums of $78.0$72.5 million. Donegal Mutual’s investment portfolio of $397.3$450.2 million at December 31, 20192021 consisted primarily of investment-grade bonds of $184.8$208.5 million and its investment in our Class A common stock and our Class B common stock. At December 31, 2019,2021, Donegal Mutual owned 9,851,02510,542,692 shares, or approximately 43%41%, of our Class A common stock, which Donegal Mutual carried on its books at $128.9$149.3 million, and 4,654,339 shares, or approximately 84%, of our Class B common stock, which Donegal Mutual carried on its books at $60.9$65.9 million. We present Donegal Mutual’s financial information in accordance with SAP as the NAIC Accounting Practices and Procedures Manual requires. Donegal Mutual does not, nor is it required to, prepare financial statements in accordance with GAAP.


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Cautionary Statement Regarding Forward-Looking Statements


This Form10-K Report and the documents we incorporate by reference in this Form10-K Report contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include certain discussions relating to underwriting, premium and investment income volumes, business strategies, reserves, profitability and business relationships and our other business activities during 20192021 and beyond. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “objective,” “project,” “predict,” “potential,” “goal” and similar expressions. These forward-looking statements reflect our current views about future events and our current assumptions, and are subject to known and unknown risks and uncertainties that may cause our results, performance or achievements to differ materially from those we anticipate or imply by our forward-looking statements. We cannot control or predict many of the factors that could determine our future financial condition or results of operations. Such factors may include those we describe under “Risk Factors.” The forward-looking statements contained in this Form10-K Report reflect our views and assumptions only as of the date of this Form10-K Report. Except as required by law, we do not intend to update, and we assume no responsibility for updating, any forward-looking statements we have made. We qualify all of our forward-looking statements by these cautionary statements.

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-26-

Item 1A.

Risk Factors.


Risk Factors


Risks Relating to the Property and Casualty Insurance Industry


Industry trends, such as increasedincreasing loss severity due to higher rates of litigation against the insurance industry and individual insurers, the willingness of courts to expand covered causes of loss, rising jury awards, escalating medical, automobile and property repair costs increasing loss frequency due to distracted driving and other factors increasing loss severity and adverse weather conditions may contribute to increased costs and result in ultimate loss settlements that exceed the reserves of our insurance subsidiaries.


Loss severity in the property and casualty insurance industry has increased in recent years, principally driven by factors such as distracted driving, larger court judgments, higher jury awards and increasing medical and automobile and property repair costs. The industry has also experiencedcosts, including increases in the frequency of automobile losses due to distracted driving, increases in miles driven due to lower fuel costs, lower unemployment ratesinflation and other factors.supply chain disruption. In addition, many classes of complainants have brought legal actions and proceedings that tend to increase the size of judgments. The propensity of policyholders and third-party claimants to litigate and the willingness of courts to expand causes of loss and the size of awards, to eliminate exclusions and to increase coverage limits may result in ultimate settlements of current and future losses that exceed the loss reserves of our insurance subsidiaries.


Our insurance subsidiaries are subject to catastrophe losses and losses from other severe weather events, which are unpredictable and may adversely affect our results of operations, liquidity and financial condition.

Our property and casualty insurance operations expose us to claims arising from catastrophic events affecting multiple policyholders. Such catastrophic events consist of various natural disasters, including, but not limited to, hurricanes, tropical storms, tornadoes, windstorms, hailstorms, fires and wildfires, landslides, earthquakes, severe winter weather events andman-made disasters such as terrorist attacks, explosions and infrastructure failures. Historically, our insurance subsidiaries have experienced weather-related losses from hurricanes and tropical storms inMid-Atlantic and Southern states, tornadoes and hailstorms inMid-Atlantic, Midwestern and Southern states and severe winter weather events inMid-Atlantic, Midwestern and New England states.

Losses from catastrophic events are a function of both the extent of our insurance subsidiaries’ exposures, the frequency and severity of the events themselves and the level of reinsurance coverage our insurance subsidiaries purchase. Our ability to appropriately manage catastrophe risk depends partially on catastrophe models, which may be affected by inaccurate or incomplete data, the uncertainty of the frequency and severity of future events and the uncertain impact of climate change.

The underwriting results of our insurance subsidiaries are subject to weather and other conditions that may adversely affect our financial condition, liquidity or results of operations. Because the occurrence and severity of catastrophes are inherently unpredictable and may vary significantly from year to year and region to region, our historical results of operations may not be indicative of our future results of operations. Our property and casualty insurance operations expose us to claims arising from catastrophic events affecting multiple policyholders. Such catastrophic events consist of various natural disasters, including, but not limited to, hurricanes, tropical storms, tornadoes, windstorms, hailstorms, fires and wildfires, flooding, landslides, earthquakes, severe winter weather events and man-made disasters such as terrorist attacks, explosions and infrastructure failures. Historically, our insurance subsidiaries have experienced weather-related losses from hurricanes and tropical storms in Mid-Atlantic and Southern states, tornadoes and hailstorms in Mid-Atlantic, Midwestern and Southern states and severe winter weather events in Mid-Atlantic, Midwestern and New England states.
Losses from catastrophic events are a function of both the extent of our insurance subsidiaries’ exposures, the frequency and severity of the events themselves and the level of reinsurance coverage our insurance subsidiaries purchase. The increased frequency and severity of weather-related catastrophes and other losses, such as from wildfires and flooding, incurred by the industry in 2021 and in prior years may be indicative of changing weather patterns due to climate change. Should those patterns continue to emerge, increased weather-related catastrophes in the states in which our insurance subsidiaries operate would lead to higher overall losses that they may be unable to offset through pricing actions.

Our insurance subsidiaries seek to reduce their exposure to catastrophe losses through their underwriting strategies and their purchase of catastrophe reinsurance. Nevertheless, reinsurance may prove inadequate under certain circumstances.

The increased frequency and severity of weather-related catastrophes and other losses, such as from wildfires, incurred by the industry in 2019 and in prior years may be indicative of changing weather patterns as a result of climate change. While the emerging science regarding climate change and its connection to extreme weather events continues to be subject to debate,studied, climate change, to the extent it produces rising temperatures and changes in weather patterns, could impactaffect the frequency and severity of weather events and wildfiresother losses and thus impact the affordability and availability of catastrophe reinsurance coverage for our insurance subsidiaries. In particular, increased weather-related catastrophes inOur insurance subsidiaries' ability to appropriately manage catastrophe risk depends partially on catastrophe models, which may be affected by inaccurate or incomplete data, the states inuncertainty of the frequency and severity of future events and the uncertain impact of changing climate conditions that tend to occur gradually over time.


Changing climate conditions could lead to new or revised regulations with which our insurance subsidiaries operate would leadhave to higher overall losses if they were unablecomply. Such regulations could impact our the ability of our insurance subsidiaries to manage their exposures in areas impacted by increased weather activity, require our insurance companies to alter the terms and conditions of their policies or impact the ability of our insurance subsidiaries to obtain sufficient pricing increases to offset such losses through pricing actions.

higher loss activity.


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Our insurance subsidiaries must establish premium rates and loss and loss expense reserves from forecasts of the ultimate costs they expect will arise from risks underwritten during the policy period, and the profitability of our insurance subsidiaries could be adversely affected if their premium rates or reserves are insufficient to satisfy their ultimate costs.


One of the distinguishing features of the property and casualty insurance industry is that it prices its products before it knows its costs, since insurers generally establish their premium rates before they know the amount of losses they will incur. Accordingly, our insurance subsidiaries establish premium rates from forecasts of the ultimate costs they expect to arise from risks they have underwritten during the policy period. TheseProposed increases in premium rates are subject to regulatory approval on a state-by-state basis, and there is a lag between the time that our insurance subsidiaries file for such approval and the date upon which our insurance subsidiaries can implement any such approved premium rate increase across their book of business for a product in a particular state. The premium rates our insurance subsidiaries charge may not be sufficient to cover the ultimate losses our insurance subsidiariesthey incur. Further, our insurance subsidiaries must establish reserves for losses and loss expenses as balance sheet liabilities based upon estimates involving actuarial and statistical projections at a given time of what our

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insurance subsidiaries expect their ultimate liability to be. Significant periods of time often elapse between the occurrence of an insured loss, the reporting of the loss and the settlement of that loss. It is possible that our insurance subsidiaries’ ultimate liability could exceed these estimates because of the future development of known losses, the existence of losses that have occurred but are currently unreported and larger than historical settlements of pending and unreported claims. The process of estimating reserves is inherently judgmental and can be influenced by a number of factors, including the following:


trends in claim frequency and severity;


changes in operations;


emerging economic and social trends;


economic and social inflation; and


changes in the regulatory and litigation environments.


If our insurance subsidiaries determine that their reserves are insufficient to cover their ultimate liability, they will increase their reserves. An increase in reserves results in an increase in losses and a reduction in net income for the period in which our insurance subsidiaries recognize a deficiency in reserves. Accordingly, an increase in reserves may adversely impact the business, liquidity, financial condition and results of operations of our insurance subsidiaries.


The financial results of our insurance subsidiaries depend primarily on their ability to underwrite risks effectively and to charge adequate rates to policyholders.


The financial condition, cash flows and results of operations of our insurance subsidiaries depend on their ability to underwrite and set rates accurately for a full spectrum of risks across a number of lines of insurance. Rate adequacy is necessary to generate sufficient premium to pay losses, loss adjustment expenses and underwriting expenses and to realize a profit.


The ability to underwrite and set rates effectively is subject to a number of risks and uncertainties, including:

including those related to:


the availability of sufficient, reliable data;


the ability to conduct a complete and accurate analysis of available data;


the ability to recognize in a timely manner changes in trends and to project both the severity and frequency of losses with reasonable accuracy;


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uncertainties generally inherent in estimates and assumptions;


the ability to project changes in certain operating expense levels with reasonable certainty;


the development, selection and application of appropriate rating formulae or other pricing methodologies;


the effective development, governance and appropriate use of modeling tools to assist with correctly and consistently achieving the intended results in underwriting and pricing;


the ability to innovate with new pricing strategies and the success of those innovations onupon implementation;


the ability to secure regulatory approval of premium rates on an adequate and timely basis;


the ability to predict policyholder retention accurately;


unanticipated court decisions, legislation or regulatory action;


unanticipated changes in our claim settlement practices;


changes in driving patterns for auto exposures;

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changes in weather patterns for property exposures;


changes in the medical sector of the economy;

economy that impact bodily injury loss costs;

unanticipated

changes in auto repair costs, auto parts prices and used car prices;


the impact of emerging technologies, including driver assistance technologies and autonomous vehicles, on pricing, insurance coverages and loss costs;


the impact of inflation and other factors on the cost and availability of construction materials and labor;


the ability to monitor property concentration in catastrophe-prone areas, such as hurricane, earthquake and wind/hail regions; and


the general state of the economy in the states in which our insurance subsidiaries operate.


Such risks may result in our insurance subsidiaries basing their premium rates on inadequate or inaccurate data or inappropriate assumptions or methodologies and may cause our estimates of future changes in the frequency or severity of claims to be incorrect. As a result, our insurance subsidiaries could underprice risks, which would negatively affect our margins, or our insurance subsidiaries could overprice risks, which could reduce their premium volume and competitiveness. In either event, underpricing or overpricing risks could adversely impact our operating results, financial condition and cash flows.


The pace of innovation within the insurance industry is rapidly increasing, and our insurance subsidiaries may be unable to effectively implement new technologies and anticipate changes in customer preferences and insurance needs, which could put our insurance subsidiaries at a competitive disadvantage and adversely affect their future profitability.


Innovation, recent technological developments, changing customer demographics and preferences, societal shifts and emerging technologies are greatly impacting the insurance industry. Our insurance subsidiaries compete with much larger insurers that are focused on implementing technology and innovative solutions to select and price risks, enhance the experience of their customers and improve their operations. If our insurance subsidiaries are unable to anticipate changes in customer expectations and keep pace with the technological changes their competitors implement, our insurance subsidiaries may not be able to attract and maintain quality accounts, adequately price risks or operate as efficiently as their competitors. In addition, emerging technologies such as autonomous vehicles, driver-assistance and accident avoidance features on vehicles, sensor technology and other forms of automation may reduce the future need for, or decrease the future pricing of, the insurance products our insurance subsidiaries offer.


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Loss or significant restriction of the use of credit scoring in the pricing and underwriting of the personal lines insurance products by our insurance subsidiaries could adversely affect their future profitability.


Our insurance subsidiaries use credit scoring as a factor in making risk selection and pricing decisions for personal lines insurance products where allowed by state law. Recently, some consumer groups and regulators have questionedThere is increasing regulatory debate as to whether the use of credit scoring unfairly discriminates against people with low incomes, minority groups and the elderly. These consumerConsumer groups and regulators often call for the prohibition or restriction on the use of credit scoring in underwriting and pricing. Laws or regulations enacted in a number of states that significantly curtail the use of credit scoring in the underwriting process could reduce the future profitability of our insurance subsidiaries.


Changes in applicable insurance laws or regulations or changes in the way insurance regulators administer those laws or regulations could adversely affect the operating environment of our insurance subsidiaries and increase their exposure to loss or put them at a competitive disadvantage.


Property and casualty insurers are subject to extensive supervision in their domiciliary states and in the states in which they do business. This regulatory oversight includes matters relating to:


licensing and examination;


approval of premium rates;


market conduct;

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policy forms;


limitations on the nature and amount of certain investments;


claims practices;


mandated participation in involuntary markets and guaranty funds;


reserve adequacy;


insurer solvency;


transactions between affiliates;


the amount of dividends that insurers may pay; and


restrictions on underwriting standards.


Such regulation and supervision are primarily for the benefit and protection of policyholders rather than stockholders. For instance, our insurance subsidiaries are subject to involuntary participation in specified markets in various states in which they operate and the premium rates our insurance subsidiaries may charge do not always correspond with the underlying costs of providing that coverage.


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The NAIC and state insurance regulatorsre-examine existing laws and regulations from time to time, specifically focusing on areas such as:


insurance company investments;


issues relating to the solvency of insurance companies;


risk-based capital guidelines;


restrictions on the terms and conditions included in insurance policies;


certain methods of accounting;


reserves for unearned premiums, losses and other purposes;


the values at which insurance companies may carry investment securities and the definition of other-than-temporary impairment of investment securities; and


interpretations of existing laws and the development of new laws.


Changes in state laws and regulations, as well as changes in the way state regulators view related-party transactions in particular, could change the operating environment of our insurance subsidiaries and have an adverse effect on their business.


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Insurance companies are subject to assessments, based on their market share in a given line of business, to assist in the payment of unpaid claims and related costs of insolvent insurance companies. Such assessments could adversely affect the financial condition of our insurance subsidiaries.


Our insurance subsidiaries are subject to assessments pursuant to the guaranty fund laws of the various states in which they conduct business. Generally, under these laws, our insurance subsidiaries can be assessed, depending upon the market share of our insurance subsidiaries in a given line of insurance business, to assist in the payment of unpaid claims and related costs of insolvent insurance companies in those states. For example, our insurance subsidiaries were assessed approximately $800,000 in 2018 pursuant to the guaranty fund laws of Pennsylvania to assist in the payment of unpaid claims and related costs of insolvent insurance companies in that state. We cannot predict the number and magnitude of future insurance company failures in the states in which our insurance subsidiaries conduct business, but future assessments could adversely affect the business, financial condition and results of operations of our insurance subsidiaries.

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Risks Relating to Us and Our Business


The emergence of COVID-19 has affected the business operations of our insurance subsidiaries and Donegal Mutual, and economic disruption related to the COVID-19 pandemic may adversely affect our revenues, profitability, results of operations, cash flows, liquidity and financial condition.

During 2020 and 2021, the COVID-19 pandemic resulted in significant disruptions in economic activity throughout our operating regions. We cannot predict at this time the ultimate impact that the economic and financial disruption related to the ongoing COVID-19 pandemic or any other future pandemic will have on us. Risks related to COVID-19 or a future pandemic include, but are not limited to, the following:
the business operations or a specific operational function of our insurance subsidiaries and Donegal Mutual could be disrupted by the illness of significant numbers of their employees and remedial efforts that would be required upon discovery of exposure to a communicable illness within their facilities;

the business operations of our insurance subsidiaries and Donegal Mutual are dependent upon technology systems for which regular physical access is required to maintain critical operational capabilities, and the business operations of our insurance subsidiaries and Donegal Mutual would be adversely impacted by government mandates requiring closure of facilities where those technology systems are located or restricting physical access to such facilities;

the revenues of our insurance subsidiaries and Donegal Mutual may decrease as a result of reduced demand for their insurance products as economic disruption adversely impacts current and potential insurance customers;

our insurance subsidiaries and Donegal Mutual may incur an increase in their losses and loss expenses in certain lines of business as a result of COVID-19 or a future pandemic and related economic disruption, and such losses and loss expenses may exceed the reserves our insurance subsidiaries and Donegal Mutual have established or may establish in the future;

our insurance subsidiaries and Donegal Mutual may incur increased costs related to legal disputes over policy coverages or exclusions and their defense against litigation related to COVID-19 or a future pandemic;

legislative, judicial and regulatory actions may expand coverage definitions, retroactively mandate coverage or otherwise require our insurance subsidiaries and Donegal Mutual to pay losses for damages that their policies explicitly excluded or did not intend to cover;

legislative, judicial and regulatory actions may require our insurance subsidiaries and Donegal Mutual to reduce or refund premiums, suspend cancellation of policies for non-payment of premiums or otherwise grant extended grace periods and time allowances for the payment of premium balances due to them;

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our insurance subsidiaries and Donegal Mutual may not be able to collect premium balances due to them, resulting in reduced operating cash flows and an increase in premium write-offs that would increase their operating expenses;

our insurance subsidiaries may suffer declines in the market values of their investments as a result of financial market volatility related to pandemic concerns and related economic disruption; and

economic disruption related to COVID-19 or a future pandemic could result in significant declines in the credit quality of issuers, ratings downgrades or changes in financial market conditions and regulatory changes that might adversely impact the value of the fixed-maturity investments that our insurance subsidiaries own.

Donegal Mutual is our controlling stockholder.  Donegal Mutual and its directors and executive officers have potential conflicts of interest between the best interests of our stockholders and the best interests of the policyholders of Donegal Mutual.


Donegal Mutual controls the election of all of the members of our board of directors. Six of the eleven members of our board of directors are also directors of Donegal Mutual. Donegal Mutual and we share the same executive officers. These common directors and executive officers have a fiduciary duty to our stockholders and also have a fiduciary duty to the policyholders of Donegal Mutual. Among the potential conflicts of interest that could arise from these separate fiduciary duties are the following:

We

we and Donegal Mutual periodically review the percentage participation of Atlantic States and Donegal Mutual in the underwriting pool that Donegal Mutual and Atlantic States have maintained since 1986;

Our

our insurance subsidiaries and Donegal Mutual annually review and then establish the terms of certain reinsurance agreements between our insurance subsidiaries and Donegal Mutual. Our objective, over the long-term, is for these agreements to have approximately an equal balance between payments and recoveries;

Mutual;

We

we and Donegal Mutual periodically allocate certain shared expenses among ourselves and our insurance subsidiaries in accordance with various inter-company expense-sharing agreements; and

We

we and our insurance subsidiaries may enter into other transactions or contractual relationships with Donegal Mutual.


Donegal Mutual has sufficient voting power to determine the outcome of substantially all matters submitted to our stockholders for approval.


Each share of our Class A common stock hasone-tenth of a vote per share and generally votes as a single class with our Class B common stock. Each share of our Class B common stock has one vote per share and generally votes as a single class with our Class A common stock. Donegal Mutual has the right to vote approximately 71%70% of the combined voting power of our Class A common stock and our Class B common stock and has sufficient voting control to and has acted to:


elect all of the members of our board of directors, who determine our management and policies; and


control the outcome of any corporate transaction or other matter submitted to a vote of our stockholders for approval, including mergers or other acquisition proposals and the sale of all or substantially all of our assets, in each case regardless of how all of our stockholders other than Donegal Mutual vote their shares.


The interests of Donegal Mutual in maintaining this greater-than-majority voting control of us may have an adverse effect on the price of our Class A common stock and the price of our Class B common stock because of the absence of any potential “takeover” premium and may, therefore, be inconsistent with the interests of our stockholders other than Donegal Mutual.


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Donegal Mutual’s majority voting control of us, certain provisions of our certificate of incorporation andby-laws and certain provisions of Delaware law make it remote that anyone could acquire actual control of us unless Donegal Mutual were in favor of another person’s acquisition of control of us.


Donegal Mutual’s majority voting control of us, certain anti-takeover provisions in our certificate of incorporation andby-laws and certain provisions of the Delaware General Corporation Law, or the DGCL, could delay or prevent the removal of members of our board of directors and could make a merger, tender offer or proxy contest involving us more expensive as well as unlikely to succeed, even if such events were in the best interests of our stockholders other than Donegal Mutual. These factors could also discourage a third party from attempting to acquire control of us. In particular, our certificate of incorporation andby-laws include the following anti-takeover provisions:


our board of directors is classified into three classes, so that our stockholders elect onlyone-third of the members of our board of directors each year;


our stockholders may remove our directors only for cause;


our stockholders may not take stockholder action except at an annual or special meeting of our stockholders;

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the request of stockholders holding at least 20% of the combined voting power of our Class A common stock and our Class B common stock is required for a stockholder to call a special meeting of our stockholders;


ourby-laws require that stockholders provide advance notice to us to nominate candidates for election to our board of directors or to propose any other item of stockholder business at a stockholders’ meeting;


we do not permit cumulative voting rights in the election of our directors;


our certificate of incorporation does not provide for preemptive rights in connection with any issuance of securities by us; and


our board of directors may issue, without stockholder approval unless otherwise required by law, preferred stock with such terms as our board of directors may determine.


We have authorized preferred stock that we could issue without stockholder approval to make it more difficult for a third party to acquire us.


We have 2.0 million authorized shares of preferred stock that we could issue in one or more series without further stockholder approval, unless the DGCL or the rules of the NASDAQ Global Select Market otherwise require, and upon such terms and conditions, and having such rights, privileges and preferences, as our board of directors may determine. Our potential issuance of preferred stock may make it more difficult for a third party to acquire control of us.


Because we are an insurance holding company, no person can acquire or seek to acquire a 10% or greater interest in us without first obtaining approval of the insurance commissioners of the states of domicile of each of our insurance subsidiaries.


We own insurance subsidiaries domiciled in the states of Maryland, Michigan, Pennsylvania and Virginia, and Donegal Mutual owns or controls insurance companies domiciled in Georgia and New Mexico. The insurance laws of each of these states provide that no person can acquire or seek to acquire a 10% or greater interest in us without first filing specified information with the insurance commissioners of those states and obtaining the prior approval of the proposed acquisition of a 10% or greater interest in us by each of the state insurance commissioners based on statutory standards designed to protect the safety and soundness of us and our insurance subsidiaries.


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Our insurance subsidiaries and Donegal Mutual currently conduct business in a limited number of states, with a concentration of business in Pennsylvania, Michigan, Maryland, GeorgiaDelaware, Virginia and Virginia.Georgia. Any single catastrophe occurrence or other condition affecting losses in these states could adversely affect the results of operations of our insurance subsidiaries.


Our insurance subsidiaries and Donegal Mutual conduct business in 2024 states located primarily in theMid-Atlantic, Midwestern, New England, Southern and SouthernSouthwestern states. A substantial portion of their business consists of private passenger and commercial automobile, homeowners, commercial multi-peril and workers’ compensation insurance in Pennsylvania, Michigan, Maryland, GeorgiaDelaware, Virginia and Virginia.Georgia. While our insurance subsidiaries and Donegal Mutual actively manage their respective exposure to catastrophes through their underwriting processes and the purchase of reinsurance, a single catastrophic occurrence, destructive weather pattern, general economic trend, terrorist attack, regulatory development or other condition affecting one or more of the states in which our insurance subsidiaries conduct substantial business could materially adversely affect their business, financial condition and results of operations. Common catastrophic events include hurricanes, earthquakes, tornadoes, wind and hail storms,hailstorms, fires, explosions and severe winter storms.


If the independent agents who market the products of our insurance subsidiaries and Donegal Mutual do not maintain their current levels of premium writing with us and Donegal Mutual, fail to comply with established underwriting guidelines of our insurance subsidiaries and Donegal Mutual or otherwise inappropriately market the products of our insurance subsidiaries and Donegal Mutual, the business, financial condition and results of operations of our insurance subsidiaries could be adversely affected.


Our insurance subsidiaries and Donegal Mutual market their insurance products solely through a network of approximately 2,4002,300 independent insurance agencies. This agency distribution system is one of the most important components of the competitive profile of our insurance subsidiaries.subsidiaries and Donegal Mutual. As a result, our insurance subsidiaries and Donegal Mutual depend to a material extent upon their independent agents, each of whom has the authority to bind one or more of our insurance subsidiaries or Donegal Mutual to insurance coverage. To the extent that such independent agents’ marketing efforts fail to result in the maintenance of their current levels of volume and quality or they bind our insurance subsidiaries or Donegal Mutual to unacceptable insurance risks, fail to comply with the established underwriting guidelines of our insurance subsidiaries and Donegal Mutual or otherwise inappropriately market the products of our insurance subsidiaries and Donegal Mutual, the business, financial condition and results of operations of our insurance subsidiaries could suffer.

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The business of our insurance subsidiaries and Donegal Mutual may not continue to grow and may be materially adversely affected if our insurance subsidiaries and Donegal Mutual cannot retain existing, and attract new, independent agents or if insurance consumers increase their use of insurance marketing systemsdistribution channels other than independent agents.

Our


The ability of our insurance subsidiaries’ abilitysubsidiaries and Donegal Mutual to retain existing, and to attract new, independent agents is essential to the continued growth of the business of our insurance subsidiaries.subsidiaries and Donegal Mutual. If independent agents find it easier to do business with the competitors of our insurance subsidiaries and Donegal Mutual, our insurance subsidiaries and Donegal Mutual could find it difficult to retain their existing business or to attract new business. While our insurance subsidiaries and Donegal Mutual believe they maintain good relationships with the independent agents they have appointed, our insurance subsidiaries and Donegal Mutual cannot be certain that these independent agents will continue to sell the products of our insurance subsidiaries and Donegal Mutual to the consumers these independent agents represent. Some of the factors that could adversely affect the ability of our insurance subsidiaries and Donegal Mutual to retain existing, and attract new, independent agents include:


the significant competition among insurance companies to attract independent agents;


the labor-intensive and time-consuming process of selecting new independent agents;


the insistence of our insurance subsidiaries and Donegal Mutual that independent agents adhere to certain standards;


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the ability of our insurance subsidiaries and Donegal Mutual to pay competitive and attractive commissions, bonuses and other incentives to independent agents; and


the ongoing consolidation of independent agencies, which may result in the acquisition of independent agencies from which our insurance subsidiaries and Donegal Mutual currently receive business by larger entities with which our insurance subsidiaries and Donegal Mutual do not have business relationships.


While our insurance subsidiaries and Donegal Mutual sell insurance to policyholders solely through their network of independent agencies, many competitors of our insurance subsidiaries and Donegal Mutual sell insurance through a variety of delivery methods, including independent agencies, captive agencies the Internet and direct sales. To the extent that current and potential policyholders change their marketing systemdistribution channel preference, the business, financial condition and results of operations of our insurance subsidiaries may be adversely affected.


We are dependent on dividends from our insurance subsidiaries for the payment of our operating expenses our debt service and dividends to our stockholders; however, there are regulatory restrictions and business considerations that may limit the amount of dividends our insurance subsidiaries may pay to us.


As a holding company, we rely primarily on dividends from our insurance subsidiaries as a source of funds to meet our corporate obligations and to pay dividends to our stockholders. The amount of dividends our insurance subsidiaries can pay to us is subject to regulatory restrictions and depends on the amount of surplus our insurance subsidiaries maintain. From time to time, the NAIC and various state insurance regulators consider modifying the method of determining the amount of dividends that an insurance company may pay without prior regulatory approval. The maximum amount of ordinary dividends that our insurance subsidiaries can pay to us in 20202022 without prior regulatory approval is approximately $39.9$47.3 million. Other business and regulatory considerations, such as the impact of dividends on surplus that could affect the ratings of our insurance subsidiaries, competitive conditions, RBC requirements, the investment results of our insurance subsidiaries and the amount of premiums that our insurance subsidiaries write could also adversely impact the ability of our insurance subsidiaries to pay dividends to us.


If A.M. Best downgrades the rating it has assigned to Donegal Mutual or any of our insurance subsidiaries, it would adversely affect their competitive position.


Industry ratings are a factor in establishing and maintaining the competitive position of insurance companies. A.M. Best, an industry-accepted source of insurance company financial strength ratings, rates Donegal Mutual and our insurance subsidiaries. A.M. Best ratings provide an independent opinion of an insurance company’s financial health and its ability to meet its obligations to its policyholders. We believe that the financial strength rating of A.M. Best is material to the operations of Donegal Mutual and our insurance subsidiaries. For example, certain lenders require customers to purchase insurance from an insurance carrier that has received an A.M. Best rating that exceeds a certain level. Currently, Donegal Mutual and our insurance subsidiaries each have an A (Excellent) rating from A.M. Best. In February 2019, A.M. Best revised its rating outlook

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from stable to negative as a result of the decline in the operating performance of Donegal Mutual and our insurance subsidiaries in 2017 and 2018. In March 2020,2021, A.M. Best affirmed its A (Excellent) ratings of Donegal Mutual and our insurance subsidiaries. However, if A.M. Best were to downgrade the rating of Donegal Mutual or any of our insurance subsidiaries, it would adversely affect the competitive position of Donegal Mutual or that insurance subsidiary and make it more difficult for it to market its products and retain its existing policyholders.


The growth and profitability of our insurance subsidiaries depend, in part, on the effective maintenance and ongoing development of Donegal Mutual’s information technology systems, and the allocation of related costs to our insurance subsidiaries may adversely impact their profitability.

Our insurance subsidiaries utilize Donegal Mutual’s information technology systems to conduct their insurance business, including policy quoting and issuance, claims processing, processing of incoming premium payments and other important functions.  As a result, the ability of our insurance subsidiaries to grow their business and conduct profitable operations depends on Donegal Mutual’s ability to maintain its existing information technology systems and to develop new technology systems that will support the business of Donegal Mutual and our insurance subsidiaries in a cost-efficient manner and provide information technology capabilities equivalent to those of our competitors.  The allocation among our insurance subsidiaries and Donegal Mutual of the costs of developing and maintaining Donegal Mutual’s information technology systems may adversely impact our insurance subsidiaries’ expense ratio and underwriting profitability, and such costs may exceed Donegal Mutual’s and our expectations.

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Donegal Mutual is currently in the midst of a multi-year effort to modernize certain of its key infrastructure and applications systems. These new systems are intended to provide various benefits to the member companies of the Donegal Insurance Group, including streamlined workflows and business processes, service enhancements for their agents and policyholders, opportunities to implement new product models and innovative business solutions, greater utilization of data analytics and operational efficiencies. Our insurance subsidiaries began to issue workers’ compensation policies from the new systems in the second quarter of 2020 and began to issue personal lines policies from the new systems, including a new personal lines agency portal, in the fourth quarter of 2021. Over the next several years, Donegal Mutual expects to implement new systems for the remaining lines of business that the Donegal Insurance Group offers currently. Even with Donegal Mutual's and our best planning and efforts and the involvement of third-party experts, Donegal Mutual may not complete the implementation of these new systems within its planned time frames or budget. Further, Donegal Mutual’s information technology systems may not deliver the benefits Donegal Mutual and we expect and may fail to keep pace with our competitors’ information technology systems. As a result, Donegal Mutual and our insurance subsidiaries may not have the ability to grow their business and meet their profitability objectives.

Our strategy to grow in part through acquisitions of smallerother insurance companies exposes us to risks that could adversely affect our results of operations and financial condition.

The affiliation with, and acquisition of, smaller, and often undercapitalized,other insurance companies involves risks that could adversely affect our results of operations and financial condition. The risks associated with these affiliations and acquisitions include:


the potential inadequacy of reserves for losses and loss expenses of the other insurer;


the need to supplement management of the other insurer with additional experienced personnel;


conditions imposed by regulatory agencies that make the realization of cost-savings through integration of the operations of the other insurer with our operations more difficult;


our management's lack of familiarity with the geography, demographics and distribution systems in the markets the other insurer serves that cause the other insurer to fail to meet the growth and profitability objectives we anticipated at the time of the acquisition or affiliation;

the need of the other insurer for additional capital that we did not anticipate at the time of the acquisition or affiliation; and


the use of more of our management’s time in improving the operations of the other insurer than we originally anticipated.


If we cannot obtain sufficient capital to fund the organic growth of our insurance subsidiaries and to make acquisitions, we may not be able to expand our business.


Our strategy is to expand our business through the organic growth of our insurance subsidiaries and through our strategic acquisitions of regional insurance companies. Our insurance subsidiaries may require additional capital in the future to support this strategy. If we cannot obtain sufficient capital on satisfactory terms and conditions, we may not be able to expand the business of our insurance subsidiaries or to make future acquisitions. Our ability to obtain additional financing will depend on a number of factors, many of which are beyond our control. For example, we may not be able to obtain additional debt or equity financing because we or our insurance subsidiaries may already have substantial debt at the time, because we or our insurance subsidiaries do not have sufficient cash flow to service or repay our existing or additional debt or because financial institutions are not making financing available. In addition, any equity capital we obtain in the future could be dilutive to our existing stockholders.


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Competition within the property and casualty insurance industry may adversely impact the revenues and profit margins of our insurance subsidiaries.


The property and casualty insurance industry is intensely competitive. Competition can be based on many factors, including:


the perceived financial strength of the insurer;


premium rates;


policy terms and conditions;


policyholder service;


reputation; and


experience.


Our insurance subsidiaries and Donegal Mutual compete with many regional and national property and casualty insurance companies, including direct sellers of insurance products, insurers having their own agency organizations and other insurers represented by

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independent agents. Many of these insurers have greater capital than our insurance subsidiaries and Donegal Mutual, have substantially greater financial, technical and operating resources, have substantially greater exposure and access to potential customers and have equal or higher ratings from A.M. Best than our insurance subsidiaries.subsidiaries and Donegal Mutual. In addition, our competitors may become increasingly better capitalized in the future as the property and casualty insurance industry continues to consolidate.


The greater capitalization of many of the competitors of our insurance subsidiaries and Donegal Mutual enables them to operate with lower profit margins and, therefore, allows them to market their products more aggressively, to take advantage more quickly of new marketing opportunities and to offer lower premium rates. In addition to established insurers, our insurance subsidiaries and Donegal Mutual compete with a growing number ofstart-ups, some of which have received substantial infusions of capital, that seek to disrupt traditional business platforms and distribution channels. Our insurance subsidiaries and Donegal Mutual may not be able to maintain their current competitive position in the markets in which they operate if their competitors offer prices for their products that are lower than the prices our insurance subsidiaries and Donegal Mutual are prepared to offer. Moreover, if these competitors lower the price of their products and our insurance subsidiaries and Donegal Mutual meet their pricing, the profit margins and revenues of our insurance subsidiaries and Donegal Mutual may decrease and their ratios of claims and expenses to premiums may increase. All of these factors could materially adversely affect the financial condition and results of operations of our insurance subsidiaries and their A.M. Best ratings.

Because the


The investment portfolios of our insurance subsidiaries consist primarily of fixed-income securities, theirsecurities; therefore, the investment income and the fair value of theirthe investment portfolios of our insurance subsidiaries could decrease as a result of a number of factors.


Our insurance subsidiaries invest the premiums they receive from their policyholders and maintain investment portfolios that consist primarily of fixed-income securities. The effective management of these investment portfolios is an important component of the profitability of our insurance subsidiaries. Our insurance subsidiaries derive a significant portion of their operating income from the income they receive on their invested assets. A number of factors may affect the quality and/or yield of their investment portfolios, including the general economic and business environment, government monetary policy, changes in the credit quality of the issuers of the fixed-income securities our insurance subsidiaries own, changes in market conditions and regulatory changes. The fixed-income securities our insurance subsidiaries own consist primarily of securities issued by domestic entities that are backed by either by the credit or collateral of the underlying issuer. Factors such as an economic downturn, disruption in the credit market or the availability of credit, a regulatory change pertaining to a particular issuer’s industry, a significant deterioration in the cash flows of the issuer or a change in the issuer’s marketplace may adversely affect the ability of our insurance subsidiaries to collect principal and interest from the issuer in which they invest.


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The investments of our insurance subsidiaries are also subject to risk resulting from interest rate fluctuations. Increasing interest rates or a widening in the spread between interest rates available on U.S. Treasury securities and corporate debt or asset-backed securities, for example, will typically have an adverse impact on the market values of fixed-rate securities. If interest rates remain at historically low levels, our insurance subsidiaries will generally have a lower overall rate of return on investments of cash their operations generate. In addition, in the event of the call or maturity of investments in a low interest rate environment, our insurance subsidiaries may not be able to reinvest the proceeds in securities with comparable interest rates. Changes in interest rates may reduce both the profitability and the return on the invested capital of our insurance subsidiaries.


We and our insurance subsidiaries depend on key personnel. The loss of any member of our executive management or the senior management of our insurance subsidiaries could negatively affect the continuation of our business strategies and achievement of our growth objectives.


The loss of, or failure to attract, key personnel could significantly impede our financial plans, growth, marketing and other objectives and those of our insurance subsidiaries. The continued success of our insurance subsidiaries depends to a substantial extent on the ability and experience of their senior management. Our insurance subsidiaries and we believe that our future success is dependent on our ability to attract and retain additional skilled and qualified personnel and to expand, train and manage our employees. We and Donegal Mutual have two to three-year automatically-renewing employment agreements with our senior officers, including all of our named executive officers.


The reinsurance agreements on which our insurance subsidiaries rely do not relieve our insurance subsidiaries from their primary liability to their policyholders, and our insurance subsidiaries face a risk ofnon-payment from their reinsurers as well as thenon-availability of reinsurance in the future.


Our insurance subsidiaries rely on reinsurance agreements to limit their maximum net loss from large single catastrophic risks or excess of loss risks in areas where our insurance subsidiaries may have a concentration of policyholders. Reinsurance also enables our insurance subsidiaries to increase their capacity to write insurance because it has the effect of leveraging the surplus of our insurance subsidiaries. Although the reinsurance our insurance subsidiaries maintain provides that the reinsurer is

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liable to them for any reinsured losses, the reinsurance agreements do not generally relieve our insurance subsidiaries from their primary liability to their policyholders if the reinsurer fails to pay the reinsurance claims of our insurance subsidiaries. To the extent that a reinsurer is unable to pay losses for which it is liable to our insurance subsidiaries, our insurance subsidiaries remain liable for such losses. At December 31, 2019,2021, our insurance subsidiaries had approximately $141.0$138.2 million of reinsurance receivables from third-party reinsurers relating to paid and unpaid losses. Any insolvency or inability of these reinsurers to make timely payments to our insurance subsidiaries under the terms of their reinsurance agreements would adversely affect the results of operations of our insurance subsidiaries.


Michigan law requires MICO to provide unlimited lifetimecertain medical benefits under the personal injury protection, or PIP, coverage of the personal automobile and commercial automobile policies it writes in the State of Michigan. Michigan law also requires MICO to be a member of the Michigan Catastrophic Claims Association, or MCCA, in order to write automobile insurance.  The MCCA receives funding through assessments that its members collect from policyholders in the state and provides reinsurance for PIP claims that exceed a set retention. At December 31, 2019,2021, MICO had approximately $70.4$65.9 million of reinsurance receivables from MCCA relating to paid and unpaid losses. The MCCA has generated significant operating deficits in past years. While the MCCA generated an increase in surplus in recent years.years, the MCCA board approved the return of a significant portion of its accumulated surplus to policyholders in the form of cash refunds in early 2022. Although we currently consider the risk to be remote, should the MCCA be unable to fulfill its payment obligations to MICO in the future, MICO’s financial condition and results of operations could be adversely affected.


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In addition, our insurance subsidiaries face a risk of thenon-availability of reinsurance or an increase in reinsurance costs that could adversely affect their ability to write business or their results of operations. Market conditions beyond the control of our insurance subsidiaries, such as the amount of surplus in the reinsurance market and the frequency and severity of natural andman-made catastrophes, affect both the availability and the cost of the reinsurance our insurance subsidiaries purchase. If our insurance subsidiaries cannot maintain their current level of reinsurance or purchase new reinsurance protection in amounts that our insurance subsidiaries consider sufficient, our insurance subsidiaries would either have to accept an increase in their net risk retention or reduce their insurance writings, either of which could adversely affect them.

The growth and profitability of our insurance subsidiaries depend, in part, on the effective maintenance and ongoing development of Donegal Mutual’s information technology systems, and the allocation of related costs to our insurance subsidiaries may adversely impact their profitability.

Our insurance subsidiaries utilize Donegal Mutual’s information technology systems to conduct their insurance business, including policy quoting and issuance, claims processing, processing of incoming premium payments and other important functions. As a result, the ability of our insurance subsidiaries to grow their business and conduct profitable operations depends on Donegal Mutual’s ability to maintain its existing information technology systems and to develop new technology systems that will support the business of Donegal Mutual and our insurance subsidiaries in a cost-efficient manner and provide information technology capabilities equivalent to those of our competitors. The allocation among our insurance subsidiaries and Donegal Mutual of the costs of developing and maintaining Donegal Mutual’s information technology systems may impact adversely our insurance subsidiaries’ expense ratio and underwriting profitability, and such costs may exceed Donegal Mutual’s and our expectations.

Donegal Mutual is currently in the midst of a multi-year effort to modernize certain of its key infrastructure and applications systems. These new systems are intended to provide various benefits to Donegal Mutual and our insurance subsidiaries, including streamlined workflows and business processes, service enhancements for their agents and policyholders, opportunities to implement new product models and innovative business solutions, greater utilization of data analytics and operational efficiencies. Our insurance subsidiaries will issue workers’ compensation policies from the new systems beginning with new policies effective in May 2020 and renewal policies effective in June 2020. Over the next several years, Donegal Mutual expects to implement new systems for the remaining lines of business Donegal Mutual and our insurance subsidiaries offer currently. Even with Donegal Mutual’s and our best planning and efforts and the involvement of third-party experts, Donegal Mutual may not complete the implementation of these new systems within its planned time frames or budget. Further, Donegal Mutual’s information technology systems may not deliver the benefits Donegal Mutual and we expect and may fail to keep pace with our competitors’ information technology systems. As a result, Donegal Mutual and our insurance subsidiaries may not have the ability to grow their business and meet their profitability objectives.


The disruption or failure of Donegal Mutual’s information technology systems or the compromise of the security of those systems that results in the theft or misuse of confidential information could materially impact adversely the business of Donegal Mutual and our insurance subsidiaries.

Our insurance subsidiaries’ business operations depend significantly upon the availability and successful operation of Donegal Mutual’s information technology systems. In addition, in the normal course of their operations, Donegal Mutual and our insurance subsidiaries collect, utilize and maintain confidential information regarding individuals and businesses.  While

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Donegal Mutual has established various security measures to protect its information technology systems and confidential data, unanticipated computer viruses, malware, ransomware, power outages, unauthorized access or other cyberattacks could disrupt those systems or result in the misappropriation or loss of confidential data. Donegal Mutual could experience technology system failures or other outages that would impact the availability of its information technology systems. Donegal Mutual has experienced brief disruptions of systems in the past, including those systems that allow underwriting and processing of new policies. Disruption in the availability of Donegal Mutual’s information technology systems could impactaffect the ability of Donegal Mutual and our insurance subsidiaries to underwrite and process their policies timely, process and settle claims promptly and provide expected levels of customer service to agents and policyholders.


While Donegal Mutual has identified threats to the security of its information technology systems, Donegal Mutual and we are unaware of any significant breach of the security measures Donegal Mutual maintains. A significant breach of the security of Donegal Mutual’s information technology systems that results in the misappropriation or misuse of confidential information could damage the business reputation of Donegal Mutual and our insurance subsidiaries and could expose Donegal Mutual and our insurance subsidiaries to litigation.  The financial impact to Donegal Mutual, us and our insurance subsidiaries of a significant breach could be material.


Risks Relating to Our Common Stock


The price of our common stock may be adversely affected by its low trading volume.


Our Class A common stock and our Class B common stock have limited liquidity. Reported average daily trading volume for our Class A common stock and our Class B common stock for the year ended December 31, 20192021 was approximately 19,970shares55,506shares and approximately 349802 shares, respectively. This limited liquidity could subject our shares of Class A common stock and our shares of Class B common stock to greater price volatility.


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Donegal Mutual’s majority voting control of our stock, anti-takeover provisions of our certificate of incorporation andby-laws and certain state laws make it unlikely anyone could acquire control of us unless Donegal Mutual were in favor of the acquisition of control.


Donegal Mutual’s ownership of our Class A common stock and Class B common stock, certain anti-takeover provisions of our certificate of incorporation andby-laws, certain provisions of Delaware law and the insurance laws and regulations of Georgia, Maryland, Michigan, New Mexico, Pennsylvania and Virginia could delay or prevent the removal of members of our board of directors and could make it more difficult for a merger, tender offer or proxy contest involving us to succeed, even if our stockholders other than Donegal Mutual believed any of such events would be beneficial to them. These factors could also discourage a third party from attempting to acquire control of us. The classification of our board of directors could also have the effect of delaying or preventing a change in our control.


In addition, we have 2,000,000 authorized shares of preferred stock that we could issue in one or more series without stockholder approval, to the extent applicable law permits, and upon such terms and conditions, and having such rights, privileges and preferences, as our board of directors may determine. Our ability to issue preferred stock could make it difficult for a third party to acquire us. We have no current plans to issue any preferred stock.

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Item 1B.

Unresolved Staff Comments.


We have no unresolved written comments from the Securities and Exchange Commission staff regarding our filings under the Exchange Act.


Item 2.

Properties.


We and our insurance subsidiaries share administrative headquarters with Donegal Mutual in a building in Marietta, Pennsylvania that Donegal Mutual owns. Donegal Mutual charges us andallocates to our insurance subsidiaries for an appropriate portiontheir proportionate share of the buildingbuilding-related expenses under an inter-companya services allocation agreement. The Marietta headquarters has approximately 270,000 square feet of office space. Southern owns a facility of approximately 10,000 square feet in Glen Allen, Virginia. Atlantic States owns a facility of approximately 25,500 square feet in Le Mars, Iowa and a facility of approximately 8,800 square feet in Sheboygan Falls, Wisconsin.


Item 3.

Legal Proceedings.


Our insurance subsidiaries are parties to routine litigation that arises in the ordinary course of their insurance business. We believe that the resolution of these lawsuits will not have a material adverse effect on the financial condition or results of operations of our insurance subsidiaries.


Item 4.

Mine Safety Disclosures.


Not applicable.

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PART II


Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


Our Class A common stock and Class B common stock trade on the NASDAQ Global Select Market under the symbols “DGICA” and “DGICB,” respectively.


At the close of business on March 2, 2020,1, 2022, we had approximately 1,768 1,700holders of record of our Class A common stock and approximately 257235 holders of record of our Class B common stock.


We declared dividends of $0.58$0.64 per share on our Class A common stock and $0.51$0.57 per share on our Class B common stock in 2019,2021, compared to $0.57$0.60 per share on our Class A common stock and $0.50$0.53 per share on our Class B common stock in 2018.

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2020.


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Stock Performance Chart.


The following graph provides an indicator of cumulative total stockholder returns on our Class A common stock and our Class B common stock for the period beginning on December 31, 20142016 and ending on December 31, 2019,2021, compared to the Russell 2000 Index and a peer group comprised of sevensix property and casualty insurance companies over the same period.  The peer group consists of Cincinnati Financial Corp., Hanover Insurance, Horace Mann Educators, Kemper Corp., Selective Insurance Group Inc., State Auto Financial Corp. and United Fire and Casualty Co.Group Inc.  The graph shows the change in value of an initial $100 investment on December 31, 2014,2016, assuming reinvestment of all dividends.

LOGO

   2014   2015   2016   2017   2018   2019 

Donegal Group Inc. Class A

  $100.00   $91.28   $117.47   $120.28   $98.62   $111.55 

Donegal Group Inc. Class B

   100.00    78.65    78.05    77.13    62.07    66.00 

Russell 2000 Index

   100.00    94.29    112.65    127.46    111.94    138.50 

Peer Group

   100.00    116.63    149.50    163.45    174.68    217.01 


graphic

  2016  2017  2018  2019  2020  2021 
Donegal Group Inc. Class A $100.00  $102.40  $83.96  $94.96  $93.03  $98.60 
Donegal Group Inc. Class B  100.00   98.82   79.53   84.56   85.48   101.43 
Russell 2000 Index  100.00   114.65   102.03   129.10   155.20   177.73 
Peer Group  100.00   113.94   119.78   149.71   134.96   157.76 

Value Line Inc.Publishing LLC prepared the foregoing performance graph and data. The performance graph and accompanying data shall not be deemed “filed”"filed" as part of this Form10-K Report for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and should not be deemed incorporated by reference into any other filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate the performance graph and accompanying data by reference into such filing.

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Item 6.

Selected Financial Data.

[Reserved]

Year Ended December 31,  2019   2018  2017   2016   2015 

Income Statement Data

         

Premiums earned

  $756,078,400   $741,290,873  $702,514,755   $656,204,797   $605,640,728 

Investment income, net

   29,514,955    26,907,656   23,527,304    22,632,730    20,949,698 

Investment gains (losses)

   21,984,617    (4,801,509  5,705,255    2,525,575    1,934,424 

Total revenues

   812,451,471    771,828,320   739,026,537    688,423,020    636,387,263 

Income (loss) before income tax expense (benefit)

   57,081,030    (48,236,849  12,114,462    41,328,407    27,592,268 

Income tax expense (benefit)

   9,929,286    (15,476,509  4,998,362    10,527,270    6,602,235 

Net income (loss)

   47,151,744    (32,760,340  7,116,100    30,801,137    20,990,033 

Basic earnings (loss) per share - Class A

   1.68    (1.18  0.27    1.19    0.78 

Diluted earnings (loss) per share - Class A

   1.67    (1.18  0.26    1.16    0.77 

Cash dividends per share - Class A

   0.58    0.57   0.56    0.55    0.54 

Basic earnings (loss) per share - Class B

   1.51    (1.09  0.22    1.06    0.69 

Diluted earnings (loss) per share - Class B

   1.51    (1.09  0.22    1.06    0.69 

Cash dividends per share - Class B

   0.51    0.50   0.49    0.48    0.47 

Balance Sheet Data at Year End

         

Total investments

  $1,110,553,363   $1,030,798,566  $1,005,869,705   $945,519,655   $900,822,274 

Total assets

   1,923,161,131    1,832,078,267   1,737,919,778    1,623,131,037    1,537,834,415 

Debt obligations

   40,000,000    65,000,000   64,000,000    74,000,000    86,000,000 

Stockholders’ equity

   451,015,519    398,869,901   448,696,104    438,615,320    408,388,568 

Book value per share

   15.67    14.05   15.95    16.21    15.66 

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Index
Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations


Overview


Donegal Mutual Insurance Company (“Donegal Mutual”) organized us as an insurance holding company on August 26, 1986. See “Business - History and Organizational Structure” for more information. Our insurance subsidiaries, Atlantic States Insurance Company (“Atlantic States”), Southern Insurance Company of Virginia (“Southern”), The Peninsula Insurance Company and Peninsula Indemnity Company (collectively, “Peninsula”), and Michigan Insurance Company (“MICO”) and their affiliates write personalcommercial and commercialpersonal lines of property and casualty coverages exclusively through a network of independent insurance agents in certainMid-Atlantic, Midwest, New England, Southern and SouthernSouthwestern states. The personal lines products of our insurance subsidiaries consist primarily of homeowners and private passenger automobile policies. The commercial lines products of our insurance subsidiaries consist primarily of commercial automobile, commercial multi-peril and workers’ compensation policies.

During 2018, we and Donegal Mutual implemented a number of actions to improve our financial results and enhance our operations in the future. Those actions included implementing premium rate increases in many The personal lines products of our operating statesinsurance subsidiaries consist primarily of homeowners and business lines, strengthening our loss reserves in response to changing loss reporting and litigation trends, entering into a transfer agreement to facilitate an orderly exit from the personal lines markets in seven states where we projected continuing underwriting losses, consolidating a regional branch office into our home office, consolidating our reinsurance program for 2019 and initiating a multi-year systems modernization project.

We and Donegal Mutual Insurance Company sold Donegal Financial Services Corporation (“DFSC”) to Northwest Bancshares, Inc. (“Northwest”) on March 8, 2019, resulting in proceeds valued at approximately $85.8 million in a combination of cash and Northwest common stock. Immediately prior to the closing of the merger, DFSC paid a dividend of approximately $29.2 million to us and Donegal Mutual. As the owner of 48.2% of DFSC’s common stock, we received a dividend payment from DFSC of approximately $14.1 million and consideration from Northwest valued at approximately $41.4 million. We recorded a gain of $12.7 million from the sale of DFSC in our results of operations during 2019. We sold the Northwest common stock that we received as part of the consideration during 2019. This transaction represented the culmination of a banking strategy that began with the formation of DFSC in 2000.

private passenger automobile policies.


At December 31, 2019,2021, Donegal Mutual held approximately 43%41% 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%70% of the combined voting power of our outstanding shares of Class A common stock and our outstanding shares of Class B common stock.


Donegal Mutual and Atlantic States entered intohave participated in a proportional reinsurance agreement, or pooling agreement, effective October 1,since 1986. Under thisthe pooling agreement, Donegal Mutual and Atlantic States pool and then share proportionatelycontribute substantially all of their respective premiums, losses and expenses.loss expenses to the underwriting pool, and the underwriting pool, acting through Donegal Mutual, then allocates 80% of the pooled business to Atlantic States’States. Thus, Donegal Mutual and Atlantic States share the underwriting results of the pooled business in proportion to their respective participation in the pool has been 80% since March 1, 2008.underwriting pool. The operations of our insurance subsidiaries and Donegal Mutual are interrelated due to the pooling agreement and other factors. While maintaining the separate corporate existence of each company, our insurance subsidiaries andconduct business together with Donegal Mutual conduct business togetherand its insurance subsidiaries as the Donegal Insurance Group. As such,The Donegal MutualInsurance Group is not a legal entity, is not an insurance company and ourdoes not issue or administer insurance subsidiaries sharepolicies. Rather, it is a trade name that refers to the same business philosophy, the same management, the same employees and the same facilities and offer the same typesgroup of insurance products.companies that are affiliated with Donegal Mutual. See “Business - History and Organizational Structure”Relationship with Donegal Mutual” for more information regarding the pooling agreement and other transactions with our affiliates.

In July 2013, our board of directors authorized a share repurchase program pursuant to which we have the authority to purchase up to 500,000 additional shares of our Class A common stock at prices prevailing from time to time in the open market subject to the provisions of the SECRule 10b-18 and in privately negotiated transactions. We did not purchase any shares of our Class A common stock under this program during 2019 or 2018. We have purchased a total of 57,658 shares of our Class A common stock under this program from its inception through December 31, 2019.

Critical Accounting Policies and Estimates

We combine our financial statements with those of our insurance subsidiaries and present them on a consolidated basis in accordance with GAAP.

Our insurance subsidiaries make estimates and assumptions that can have a significant effect on amounts and disclosures we report in our financial statements. The most significant estimates relate to the reserves of our insurance subsidiaries for property and casualty insurance unpaid losses and loss expenses. While we believe our estimates and the estimates of our insurance subsidiaries are appropriate, the ultimate amounts may differ from the estimates we provided. We regularly review our methods for making these estimates, and we reflect any adjustment we consider necessary in our results of operations for the period in which we make an adjustment.

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Liability for Losses and Loss Expenses

Liabilities for losses and loss expenses are estimates at a given point in time of the amounts an insurer expects to pay with respect to incurred policyholder claims based on facts and circumstances the insurer knows at that point in time. At the time of establishing its estimates, an insurer recognizes that its ultimate liability for losses and loss expenses will exceed or be less than such estimates. Our insurance subsidiaries base their estimates of liabilities for losses and loss expenses on assumptions as to future loss trends, expected claims severity, judicial theories of liability and other factors. However, during the loss adjustment period, our insurance subsidiaries may learn additional facts regarding individual claims, and, consequently, it often becomes necessary for our insurance subsidiaries to refine and adjust their estimates for these liabilities. We reflect any adjustments to the liabilities for losses and loss expenses of our insurance subsidiaries in our consolidated results of operations in the period in which our insurance subsidiaries make adjustments to their estimates.

Our insurance subsidiaries maintain liabilities for the payment of losses and loss expenses with respect to both reported and unreported claims. Our insurance subsidiaries establish these liabilities for the purpose of covering the ultimate costs of settling all losses, including investigation and litigation costs. Our insurance subsidiaries base the amount of their liability for reported losses primarily upon acase-by-case evaluation of the type of risk involved, knowledge of the circumstances surrounding each claim and the insurance policy provisions relating to the type of loss the policyholder incurred. Our insurance subsidiaries determine the amount of their liability for unreported claims and loss expenses on the basis of historical information by line of insurance. Our insurance subsidiaries account for inflation in the reserving function through analysis of costs and trends and reviews of historical reserving results. Our insurance subsidiaries monitor their liabilities closely and recompute them periodically using new information on reported claims and a variety of statistical techniques. Our insurance subsidiaries do not discount their liabilities for losses and loss expenses.

Reserve estimates can change over time because of unexpected changes in assumptions related to our insurance subsidiaries’ external environment and, to a lesser extent, assumptions related to our insurance subsidiaries’ internal operations. For example, our insurance subsidiaries have experienced an increase in claims severity and a lengthening of the claim settlement periods on bodily injury claims during the past several years. These trend changes give rise to greater uncertainty as to the pattern of future loss settlements on bodily injury claims. Related uncertainties regarding future trends include the rate of plaintiff attorney involvement in claims and the cost of medical technologies and procedures. Assumptions related to our insurance subsidiaries’ external environment include the absence of significant changes in tort law and the legal environment that increase liability exposure, consistency in judicial interpretations of insurance coverage and policy provisions and the rate of loss cost inflation. Internal assumptions include consistency in the recording of premium and loss statistics, consistency in the recording of claims, payment and case reserving methodology, accurate measurement of the impact of rate changes and changes in policy provisions, consistency in the quality and characteristics of business written within a given line of business and consistency in reinsurance coverage and collectability of reinsured losses, among other items. To the extent our insurance subsidiaries determine that underlying factors impacting their assumptions have changed, our insurance subsidiaries make adjustments in their reserves that they consider appropriate for such changes. Accordingly, our insurance subsidiaries’ ultimate liability for unpaid losses and loss expenses will likely differ from the amount recorded at December 31, 2019. For every 1% change in our insurance subsidiaries’ loss and loss expense reserves, net of reinsurance recoverable, the effect on ourpre-tax results of operations would be approximately $5.1 million.

The establishment of appropriate liabilities is an inherently uncertain process and we can provide no assurance that our insurance subsidiaries’ ultimate liability will not exceed our insurance subsidiaries’ loss and loss expense reserves and have an adverse effect on our results of operations and financial condition. 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’ estimates of their liability for losses and loss expenses generally reflect actual payments and their evaluation of information received subsequent to the prior reporting period.

Our insurance subsidiaries recognized a (decrease) increase in their liability for losses and loss expenses of prior years of ($12.9 million), $35.6 million and $6.6 million in 2019, 2018 and 2017, 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 2019 development

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represented 2.7% of the December 31, 2018 net carried reserves and resulted primarily from lower-than-expected severity in the workers’ compensation line of business, partially offset by higher-than-expected severity in the commercial automobile and commercial multi-peril lines of business, for accident years prior to 2019. The majority of the 2019 development related to decreases in the liability for losses and loss expenses of prior years for Atlantic States and Michigan. The 2018 development represented 9.3% of the December 31, 2017 net carried reserves and resulted primarily from higher-than-expected severity in the commercial multi-peril, personal automobile and commercial automobile lines of business, offset by lower-than-expected severity in the workers’ compensation line of business, for accident years prior to 2018. The majority of the 2018 development related to increases in the liability for losses and loss expenses of prior years for Atlantic States and Southern. During 2018, our insurance subsidiaries received new information on previously-reported commercial automobile and personal automobile claims that led our insurance subsidiaries to conclude that their prior actuarial assumptions did not fully anticipate recent changes in severity and reporting trends. Our insurance subsidiaries have encountered increasing difficulties in projecting the ultimate severity of automobile losses over recent accident years, which our insurance subsidiaries attribute to worsening litigation trends and an increased delay in the reporting to our insurance subsidiaries of information with respect to the severity of claims. As a result, our insurance subsidiaries’ actuaries increased their projections of the ultimate cost of our insurance subsidiaries’ prior-year personal automobile and commercial automobile losses, and our insurance subsidiaries added $17.7 million to their reserves for personal automobile and $20.8 million to their reserves for commercial automobile for accident years prior to 2018. The 2017 development represented 1.9% of the December 31, 2016 net carried reserves and resulted primarily from higher-than-expected severity in the commercial multi-peril, personal automobile and commercial automobile lines of business, offset by lower-than-expected severity in the workers’ compensation line of business, for accident years prior to 2017. The majority of the 2017 development related to increases in the liability for losses and loss expenses of prior years for Atlantic States and Peninsula.

Excluding the impact of severe weather events, our insurance subsidiaries have noted stable amounts in the number of claims incurred and the number of claims outstanding at period ends relative to their premium base in recent years across most of their lines of business. However, the amount of the average claim outstanding has increased gradually over the past several years due to various factors such as rising medical loss costs and increased litigation trends. We have also experienced a general slowing of settlement rates in litigated claims. Our insurance subsidiaries could have to make further adjustments to their estimates in the future. However, on the basis of our insurance subsidiaries’ internal procedures, which analyze, among other things, their prior assumptions, their experience with similar cases and historical trends such as reserving patterns, loss payments, pending levels of unpaid claims and product mix, as well as court decisions, economic conditions and public attitudes, we believe that our insurance subsidiaries have made adequate provision for their liability for losses and loss expenses.

Atlantic States’ participation in the pool with Donegal Mutual exposes Atlantic States to adverse loss development on the business of Donegal Mutual that the pool includes. However, pooled business represents the predominant percentage of the net underwriting activity of both companies, and Donegal Mutual and Atlantic States share proportionately any adverse risk development relating to the pooled business. The business in the pool is homogeneous and each company has apro-rata share of the entire pool. Since the predominant percentage of the business of Atlantic States and Donegal Mutual is pooled and the results shared by each company according to its participation level under the terms of the pooling agreement, the intent of the underwriting pool is to produce a more uniform and stable underwriting result from year to year for each company than either would experience individually and to spread the risk of loss between the companies.

Donegal Mutual and our insurance subsidiaries operate together as the Donegal Insurance Group and share a combined business plan designed to achieve market penetration and underwriting profitability objectives. The products our insurance subsidiaries and Donegal Mutual offer are generally complementary, thereby allowing Donegal Insurance Group to offer a broader range of products to a given market and to expand 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 products compared to 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, because the pool homogenizes the risk characteristics of the predominant percentage of the business Donegal Mutual and Atlantic States write directly and each company shares the underwriting results according to each company’s participation percentage, each company realizes its percentage share of the underwriting results of the pool.

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Donegal Mutual completed the merger of Mountain States Mutual Casualty Company, or Mountain States, with and into Donegal Mutual effective May 25, 2017. Donegal Mutual was the surviving company in the merger, and Mountain States’ insurance subsidiaries, Mountain States Indemnity Company and Mountain States Commercial Insurance Company (collectively, the “Mountain States insurance subsidiaries”), became insurance subsidiaries of Donegal Mutual upon completion of the merger. Upon completion of the merger, Donegal Mutual assumed all of the policy obligations of Mountain States and began to market its products together with the Mountain States insurance subsidiaries as the Mountain States Insurance Group in four Southwestern states. Donegal Mutual also entered into a 100% quota-share reinsurance agreement with the Mountain States insurance subsidiaries on the merger date. Beginning with policies effective in 2021, Donegal Mutual began to place the business of the Mountain States Insurance Group into the underwriting pool. As a result, our consolidated financial results through December 31, 2020 excluded the results of the Mountain States Insurance Group operations in those Southwestern states.

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Index
We and Donegal Mutual Insurance Company sold Donegal Financial Services Corporation (“DFSC”) to Northwest Bancshares, Inc. (“Northwest”) on March 8, 2019, resulting in proceeds valued at approximately $85.8 million in a combination of cash and Northwest common stock. Immediately prior to the closing of the merger, DFSC paid a dividend of approximately $29.2 million to us and Donegal Mutual. As the owner of 48.2% of DFSC’s common stock, we received a dividend payment from DFSC of approximately $14.1 million and consideration from Northwest valued at approximately $41.4 million. We recorded a gain of $12.7 million from the sale of DFSC in our results of operations during 2019. We sold the Northwest common stock that we received as part of the consideration during 2019. This transaction represented the culmination of a banking strategy that began with the formation of DFSC in 2000.

 Effective December 1, 2019, our insurance subsidiaries Le Mars Insurance Company (“Le Mars”) and Sheboygan Falls Insurance Company (“Sheboygan Falls”) merged with and into Atlantic States (the “Mergers”).  As a result of the Mergers, the separate corporate existences of Le Mars and Sheboygan Falls ceased and Atlantic States continued as the surviving insurance company. Atlantic States placed the business of Le Mars and Sheboygan Falls, as their policies renewed subsequent to the effective date of the Mergers, into the underwriting pool.

In July 2013, our board of directors authorized a share repurchase program pursuant to which we have the authority to purchase up to 500,000 additional shares of our Class A common stock at prices prevailing from time to time in the open market subject to the provisions of the SEC Rule 10b-18 and in privately negotiated transactions. We did not purchase any shares of our Class A common stock under this program during 2021 or 2020. We have purchased a total of 57,658 shares of our Class A common stock under this program from its inception through December 31, 2021.

Critical Accounting Policies and Estimates

We combine our financial statements with those of our insurance subsidiaries and present them on a consolidated basis in accordance with GAAP.

Our insurance subsidiaries make estimates and assumptions that can have a significant effect on amounts and disclosures we report in our financial statements. The most significant estimates relate to the reserves of our insurance subsidiaries for property and casualty insurance unpaid losses and loss expenses. While we believe our estimates and the estimates of our insurance subsidiaries are appropriate, the ultimate amounts may differ from the estimates we provided. We regularly review our methods for making these estimates, and we reflect any adjustment we consider necessary in our results of operations for the period in which we make an adjustment.

Liability for Losses and Loss Expenses

Liabilities for losses and loss expenses are estimates at a given point in time of the amounts an insurer expects to pay with respect to incurred policyholder claims based on facts and circumstances the insurer knows at that point in time. 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. At the time of establishing its estimates, an insurer recognizes that its ultimate liability for losses and loss expenses will exceed or be less than such estimates. Our insurance subsidiaries base their estimates of liabilities for losses and loss expenses on assumptions as to future loss trends, expected claims severity, judicial theories of liability and other factors. However, during the loss adjustment period, our insurance subsidiaries may learn additional facts regarding individual claims, and, consequently, it often becomes necessary for our insurance subsidiaries to refine and adjust their estimates for these liabilities. We reflect any adjustments to the liabilities for losses and loss expenses of our insurance subsidiaries in our consolidated results of operations in the period in which our insurance subsidiaries make adjustments to their estimates.

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Index
Our insurance subsidiaries maintain liabilities for the payment of losses and loss expenses with respect to both reported and unreported claims. Our insurance subsidiaries establish these liabilities for the purpose of covering the ultimate costs of settling all losses, including investigation and litigation costs. Our insurance subsidiaries base the amount of their liability for reported losses primarily upon a case-by-case evaluation of the type of risk involved, knowledge of the circumstances surrounding each claim and the insurance policy provisions relating to the type of loss the policyholder incurred. Our insurance subsidiaries determine the amount of their liability for unreported claims and loss expenses on the basis of historical information by line of insurance. Our insurance subsidiaries account for inflation in the reserving function through analysis of costs and trends and reviews of historical reserving results. Our insurance subsidiaries monitor their liabilities closely and recompute them periodically using new information on reported claims and a variety of statistical techniques. Our insurance subsidiaries do not discount their liabilities for losses and loss expenses.

Reserve estimates can change over time because of unexpected changes in assumptions related to our insurance subsidiaries’ external environment and, to a lesser extent, assumptions related to our insurance subsidiaries’ internal operations. For example, our insurance subsidiaries have experienced an increase in claims severity and a lengthening of the claim settlement periods on bodily injury claims during the past several years. In addition, the COVID-19 pandemic and related government mandates and restrictions resulted in various changes from historical claims reporting and settlement trends during 2020 and resulted in significant increases in loss costs in 2021 due to a number of factors, including supply chain disruption, higher used automobile values, increases in the cost of replacement automobile parts and rising labor rates. These trend changes give rise to greater uncertainty as to the pattern of future loss settlements. Related uncertainties regarding future trends include social inflation, availability and cost of building materials, availability of skilled labor, the rate of plaintiff attorney involvement in claims and the cost of medical technologies and procedures. Assumptions related to our insurance subsidiaries’ external environment include the absence of significant changes in tort law and the legal environment that increase liability exposure, consistency in judicial interpretations of insurance coverage and policy provisions and the rate of loss cost inflation. Internal assumptions include consistency in the recording of premium and loss statistics, consistency in the recording of claims, payment and case reserving methodology, accurate measurement of the impact of rate changes and changes in policy provisions, consistency in the quality and characteristics of business written within a given line of business and consistency in reinsurance coverage and collectability of reinsured losses, among other items.  To the extent our insurance subsidiaries determine that underlying factors impacting their assumptions have changed, our insurance subsidiaries make adjustments in their reserves that they consider appropriate for such changes. Accordingly, our insurance subsidiaries’ ultimate liability for unpaid losses and loss expenses will likely differ from the amount recorded at December 31, 2021. For every 1% change in our insurance subsidiaries’ loss and loss expense reserves, net of reinsurance recoverable, the effect on our pre-tax results of operations would be approximately $6.3million.

The establishment of appropriate liabilities is an inherently uncertain process and we can provide no assurance that our insurance subsidiaries’ ultimate liability will not exceed our insurance subsidiaries’ loss and loss expense reserves and have an adverse effect on our results of operations and financial condition. 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’ estimates of their liability for losses and loss expenses generally reflect actual payments and their evaluation of information received subsequent to the prior reporting period.

Our insurance subsidiaries recognized a decrease in their liability for losses and loss expenses of prior years of $31.2 million, $12.9 million and $12.9 million in 2021, 2020 and 2019, 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 2021 development represented 5.6% of the December 31, 2020 net carried reserves and resulted primarily from lower-than-expected loss emergence in the personal automobile, workers’ compensation and commercial automobile lines of business for accident years prior to 2021. The majority of the 2021 development related to decreases in the liability for losses and loss expenses of prior years for Atlantic States and MICO. The 2020 development represented 2.6% of the December 31, 2019 net carried reserves and resulted primarily from lower-than-expected severity in the workers’ compensation and personal automobile lines of business, partially offset by higher-than-expected severity in the commercial automobile and commercial multi-peril lines of business, for accident years prior to 2020. The majority of the 2020 development related to decreases in the liability for losses and loss expenses of prior years for Atlantic States and MICO. The 2019 development represented 2.7% of the December 31, 2018 net carried reserves and resulted primarily from lower-than-expected severity in the workers’ compensation line of business, partially offset by higher-than-expected severity in the commercial automobile and commercial multi-peril lines of business, for accident years prior to 2019. The majority of the 2019 development related to decreases in the liability for losses and loss expenses of prior years for Atlantic States and MICO.

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Index
Excluding the impact of severe weather events and the COVID-19 pandemic, our insurance subsidiaries have noted stable amounts in the number of claims incurred and the number of claims outstanding at period ends relative to their premium base in recent years across most of their lines of business. However, the amount of the average claim outstanding has increased gradually over the past several years due to various factors such as rising medical loss costs and increased litigation trends. We have also experienced a general slowing of settlement rates in litigated claims. Our insurance subsidiaries could have to make further adjustments to their estimates in the future. However, on the basis of our insurance subsidiaries’ internal procedures, which analyze, among other things, their prior assumptions, their experience with similar cases and historical trends such as reserving patterns, loss payments, pending levels of unpaid claims and product mix, as well as court decisions, economic conditions and public attitudes, we believe that our insurance subsidiaries have made adequate provision for their liability for losses and loss expenses.

Atlantic States’ participation in the pool with Donegal Mutual exposes Atlantic States to adverse loss development on the business of Donegal Mutual that the pool includes. However, pooled business represents the predominant percentage of the net underwriting activity of both companies, and Donegal Mutual and Atlantic States share proportionately any adverse risk development relating to the pooled business. The business in the pool is homogeneous and each company has a pro-rata share of the entire pool. Since the predominant percentage of the business of Atlantic States and Donegal Mutual is pooled and the results shared by each company according to its participation level under the terms of the pooling agreement, the intent of the underwriting pool is to produce a more uniform and stable underwriting result from year to year for each company than either would experience individually and to spread the risk of loss between the companies.

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Index
Our insurance subsidiaries’ liability for losses and loss expenses by major line of business at December 31, 20192021 and 20182020 consisted of the following:

   2019   2018 
   (in thousands) 

Commercial lines:

    

Automobile

  $126,224   $106,734 

Workers’ compensation

   109,060    109,512 

Commercial multi-peril

   102,424    85,937 

Other

   9,115    5,207 
  

 

 

   

 

 

 

Total commercial lines

   346,823    307,390 
  

 

 

   

 

 

 

Personal lines:

    

Automobile

   132,191    144,788 

Homeowners

   23,494    18,374 

Other

   4,398    4,846 
  

 

 

   

 

 

 

Total personal lines

   160,083    168,008 
  

 

 

   

 

 

 

Total commercial and personal lines

   506,906    475,398 

Plus reinsurance recoverable

   362,768    339,267 
  

 

 

   

 

 

 

Total liability for losses and loss expenses

  $869,674   $814,665 
  

 

 

   

 

 

 


  2021  2020 
  (in thousands) 
Commercial lines:      
Automobile $172,302  $151,813 
Workers’ compensation  122,398   118,037 
Commercial multi-peril  168,445   126,299 
Other  18,530   13,212 
Total commercial lines  481,675   409,361 
         
Personal lines:        
Automobile  109,915   120,861 
Homeowners  26,169   20,976 
Other  8,600   5,991 
Total personal lines  144,684   147,828 
         
Total commercial and personal lines  626,359   557,189 
Plus reinsurance recoverable  451,261   404,818 
Total liability for losses and loss expenses $1,077,620  $962,007 

We have evaluated the effect on our insurance subsidiaries’ loss and loss expense reserves and our stockholders’ equity in the event of reasonably likely changes in the variables we consider in establishing loss and loss expense reserves. We established the range of reasonably likely changes based on a review of changes in accident year development by line of business and applied it to our insurance subsidiaries’ loss reserves as a whole. The selected range does not necessarily indicate what could be the potential best or worst case or the most-likely scenario. The following table sets forth the effect on our insurance subsidiaries’ loss and loss expense reserves and our stockholders’ equity in the event of reasonably likely changes in the variables considered in establishing loss and loss expense reserves:

Change in Loss and Loss

Expense Reserves Net of

Reinsurance

 

Adjusted Loss and Loss
Expense Reserves Net of

Reinsurance at

December 31, 2019

 

Percentage Change in

Equity at

December 31, 2019(1)

 

Adjusted Loss and Loss
Expense Reserves Net of

Reinsurance at

December 31, 2018

 

Percentage Change in

Equity at

December 31, 2018(1)

(dollars in thousands)

-10.0%

 $456,215 8.9% $427,858 9.4%

-7.5

 468,888 6.7 439,743 7.1

-5.0

 481,561 4.4 451,628 4.7

-2.5

 494,233 2.2 463,513 2.4

Base

 506,906 —   475,398 —  

2.5

 519,579 -2.2 487,283 -2.4

5.0

 532,251 -4.4 499,168 -4.7

7.5

 544,924 -6.7 511,053 -7.1

10.0

 557,597 -8.9 522,938 -9.4

(1)

Net of income tax effect.

Change in Loss and Loss
Expense Reserves Net of
Reinsurance
  
Adjusted Loss and Loss
Expense Reserves Net of
Reinsurance at December 31, 2021
  
Percentage Change in
Equity at December 31,
2021(1)
  
Adjusted Loss and Loss
Expense Reserves Net of
Reinsurance at
December 31, 2020
  
Percentage Change in
Equity at
December 31, 2020(1)
 
(dollars in thousands) 
-10.0% $563,723   9.3% $501,470   8.5%
-7.5   579,382   7.0   515,400   6.4 
-5.0   595,041   4.7   529,330   4.3 
-2.5   610,700   2.3   543,259   2.1 
Base   626,359      557,189    
2.5   642,018   -2.3   571,119   -2.1 
5.0   657,677   -4.7   585,048   -4.3 
7.5   673,336   -7.0   598,978   -6.4 
10.0   688,995   -9.3   612,908   -8.5 


(1)          Net of income tax effect.

Our insurance subsidiaries base their reserves for unpaid losses and loss expenses on current trends in loss and loss expense development and reflect their best estimates for future amounts needed to pay losses and loss expenses with respect to incurred events currently known to them plus incurred but not reported (“IBNR”) claims. Our insurance subsidiaries develop their reserve estimates based on an assessment of known facts and circumstances, review of historical loss settlement patterns, estimates of trends in claims severity, frequency, legal and regulatory changes and other assumptions. Our insurance

-41-


subsidiaries consistently apply actuarial loss reserving techniques and assumptions, which rely on historical information as adjusted to reflect current conditions, including consideration of recent case reserve activity. Our insurance subsidiaries use the most-likely numberpoint estimate their actuaries determine.Forselect.For the year ended December 31, 2019,2021, the actuaries developed a range from a low of $468.8$575.7 million to a high of $548.1 $681.5million and withselected a most-likely numberpoint estimate of $506.9$626.4 million. The actuaries’ range of estimates for commercial lines in 20192021 was $320.8$442.8 million to $375.0$524.0 million, and the actuaries selected the most-likely numbera point estimate of $346.8$481.7 million. The actuaries’ range of estimates for personal lines in 20192021 was $148.0$132.9 million to $173.1$157.5 million, and the actuaries selected the most-likely numbera point estimate of $160.1$144.7 million. For the year ended December 31, 2018,2020, the actuaries developed a range from a low of $436.1$512.9 million to a high of $518.3$605.3 million and withselected a most-likely numberpoint estimate of $475.4$557.2 million. The actuaries’ range of estimates for commercial lines in 20182020 was $282.0$376.9 million to $335.0$444.7 million, and the actuaries selected the most-likely numbera point estimate of $307.4$409.4 million. The actuaries’ range of estimates for personal lines in 20182020 was $154.0$136.0 million to $183.2$160.6 million, and the actuaries selected the most-likely numbera point estimate of $168.0$147.8 million.


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Our insurance subsidiaries seek to enhance their underwriting results by carefully selecting the product lines they underwrite. For personal lines products, our insurance subsidiaries insure standard and preferred risks in private passenger automobile and homeowners lines. For commercial lines products, the commercial risks that our insurance subsidiaries primarily insure are business offices, wholesalers, service providers, contractors, artisans and light manufacturing operations. Our insurance subsidiaries have limited exposure to asbestos and other environmental liabilities. Our insurance subsidiaries write no medical malpractice liability risks. Through the consistent application of this disciplined underwriting philosophy, our insurance subsidiaries have avoided many of the “long-tail” issues other insurance companies have faced. We consider workers’ compensation to be a “long-tail” line of business, in that workers’ compensation claims tend to be settled over a longer time frame than those in the other lines of business of our insurance subsidiaries.


The following table presents 20192021 and 20182020 claim count and payment amount information for workers’ compensation. Workers’ compensation losses primarily consist of indemnity and medical costs for injured workers.

   For the Year Ended December 31, 
(dollars in thousands)  2019   2018 

Number of claims pending, beginning of period

   2,902    2,906 

Number of claims reported

   6,868    6,475 

Number of claims settled or dismissed

   6,756    6,479 

Number of claims pending, end of period

   3,014    2,902 

Losses paid

  $42,043   $43,129 

Loss expenses paid

   8,885    9,226 

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  For the Year Ended December 31, 
(dollars in thousands) 2021  2020 
Number of claims pending, beginning of period  2,898   3,014 
Number of claims reported  6,883   5,935 
Number of claims settled or dismissed  6,445   6,051 
Number of claims pending, end of period  3,336   2,898 
         
Losses paid $50,664  $38,204 
Loss expenses paid  10,067   9,065 

Management Evaluation of Operating Results


Despite challenging insurance market conditions, increasing casualty loss severity trends and unusually adverse weather conditions that affected our results in recent years, our operating results improved significantly in 2019 compared to 2018. Wewe believe that the corrective measures and strategic initiatives we implemented in 2018 and 2019our focused business strategy, including our insurance subsidiaries disciplined underwriting practices, have positioned us well for 20202022 and beyond.


Because our insurance subsidiaries do not prepare GAAP financial statements, we evaluate the performance of our commercial lines and personal lines segments utilizing statutory accounting practices (“SAP”), which include financial measures that reflect the growth trends and underwriting results of our insurance subsidiaries.


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We use the following financial data to monitor and evaluate our operating results:

   Year Ended December 31, 
(in thousands)  2019  2018  2017 

Net premiums written:

    

Commercial lines:

    

Automobile

  $122,142  $108,123  $99,333 

Workers’ compensation

   113,684   109,022   109,884 

Commercial multi-peril

   138,750   117,509   110,313 

Other

   30,303   15,241   9,586 
  

 

 

  

 

 

  

 

 

 

Total commercial lines

   404,879   349,895   329,116 
  

 

 

  

 

 

  

 

 

 

Personal lines:

    

Automobile

   210,507   249,275   255,297 

Homeowners

   117,118   123,782   125,054 

Other

   20,097   21,064   19,672 
  

 

 

  

 

 

  

 

 

 

Total personal lines

   347,722   394,121   400,023 
  

 

 

  

 

 

  

 

 

 

Total net premiums written

  $752,601  $744,016  $729,139 
  

 

 

  

 

 

  

 

 

 

Components of combined ratio:

    

Loss ratio

   67.0  77.8  69.4

Expense ratio

   31.3   31.6   32.9 

Dividend ratio

   1.2   0.7   0.7 
  

 

 

  

 

 

  

 

 

 

Combined ratio

   99.5  110.1  103.0
  

 

 

  

 

 

  

 

 

 

Revenues:

    

Premiums earned:

    

Commercial lines

  $385,465  $337,924  $318,391 

Personal lines

   370,613   403,367   384,124 
  

 

 

  

 

 

  

 

 

 

Total premiums earned

   756,078   741,291   702,515 

Net investment income

   29,515   26,908   23,527 

Investment gains (losses)

   21,985   (4,802  5,705 

Equity in earnings of DFSC

   295   2,694   1,622 

Other

   4,578   5,737   5,658 
  

 

 

  

 

 

  

 

 

 

Total revenues

  $812,451  $771,828  $739,027 
  

 

 

  

 

 

  

 

 

 

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  Year Ended December 31, 
(in thousands) 2021  2020  2019 
          
Net premiums written:         
Commercial lines:         
Automobile $161,947  $135,294  $122,142 
Workers’ compensation  113,256   109,960   113,684 
Commercial multi-peril  188,242   147,993   138,750 
Other  38,340   32,739   30,303 
Total commercial lines  501,785   425,986   404,879 
Personal lines:            
Automobile  170,578   184,602   210,507 
Homeowners  109,974   111,886   117,118 
Other  21,930   19,666   20,097 
Total personal lines  302,482   316,154   347,722 
Total net premiums written $804,267  $742,140  $752,601 
             
Components of combined ratio:            
Loss ratio  67.1%  62.0%  67.0%
Expense ratio  33.3   33.0   31.3 
Dividend ratio  0.6   1.0   1.2 
Combined ratio  101.0%  96.0%  99.5%
             
Revenues:            
Net premiums earned:            
Commercial lines $468,433  $412,877  $385,465 
Personal lines  307,582   329,163   370,613 
Total net premiums earned  776,015   742,040   756,078 
Net investment income  31,126   29,504   29,515 
Investment gains  6,477   2,778   21,985 
Equity in earnings of DFSC        295 
Other  2,848   3,497   4,578 
Total revenues $816,466  $777,819  $812,451 


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   Year Ended December 31, 
(in thousands)  2019   2018   2017 

Components of net income:

      

Underwriting income (loss):

      

Commercial lines

  $8,404   $(22,059  $13,263 

Personal lines

   (1,617   (53,590   (39,042
  

 

 

   

 

 

   

 

 

 

SAP underwriting income (loss)

   6,787    (75,649   (25,779

GAAP adjustments

   (3,079   894    4,408 
  

 

 

   

 

 

   

 

 

 

GAAP underwriting income (loss)

   3,708    (74,755   (21,371

Net investment income

   29,515    26,908    23,527 

Investment gains (losses)

   21,985    (4,802   5,705 

Equity in earnings of DFSC

   295    2,694    1,622 

Other

   1,578    1,718    2,631 
  

 

 

   

 

 

   

 

 

 

Income (loss) before income tax expense (benefit)

   57,081    (48,237   12,114 

Income tax expense (benefit)

   9,929    (15,477   4,998 
  

 

 

   

 

 

   

 

 

 

Net income (loss)

  $47,152   $(32,760  $7,116 
  

 

 

   

 

 

   

 

 

 

Index
  Year Ended December 31, 
(in thousands) 2021  2020  2019 
          
Components of net income:         
Underwriting (loss) income:         
Commercial lines $(35,174) $(858) $8,404 
Personal lines  17,235   31,764   (1,617)
SAP underwriting (loss) income  (17,939)  30,906   6,787 
GAAP adjustments  9,945   (959)  (3,079)
GAAP underwriting (loss) income  (7,994)  29,947   3,708 
Net investment income  31,126   29,504   29,515 
Investment gains  6,477   2,778   21,985 
Equity in earnings of DFSC        295 
Other  730   1,043   1,578 
Income before income tax expense  30,339   63,272   57,081 
Income tax expense  5,085   10,457   9,929 
Net income $25,254  $52,815  $47,152 

Non-GAAP Information


We prepare our consolidated financial statements on the basis of GAAP. Our insurance subsidiaries also prepare financial statements based on SAP. SAP financial measures are considerednon-GAAP financial measures under applicable SEC rules because the SAP financial measures include or exclude certain items that the most comparable GAAP financial measures do not ordinarily include or exclude. Our calculation ofnon-GAAP financial measures may differ from similar measures other companies use. As a result, investors should exercise caution when comparing ournon-GAAP financial measures to thenon-GAAP financial measures other companies use. The SAP financial measures we utilize are net premiums written and statutory combined ratio.


Net Premiums Written


We define net premiums written as the amount of full-term premiums our insurance subsidiaries record for policies effective within a given period less premiums our insurance subsidiaries cede to reinsurers. Net premiums earned is the most comparable GAAP financial measure to net premiums written. Net premiums earned represent the sum of the amount of net premiums written and the change in net unearned premiums during a given period.  Our insurance subsidiaries earn premiums and recognize them as revenue over the terms of their policies, which are one year or less in duration. Therefore, increases or decreases in net premiums earned generally reflect increases or decreases in net premiums written in the preceding12-month period compared to the comparable period one year earlier.


The following table provides a reconciliation of our net premiums earned to our net premiums written for 2019, 20182021, 2020 and 2017:

   Year Ended December 31, 
   2019   2018   2017 

Net premiums earned

  $756,078,400   $741,290,873   $702,514,755 

Change in net unearned premiums

   (3,477,111   2,724,931    26,624,163 
  

 

 

   

 

 

   

 

 

 

Net premiums written

  $752,601,289   $744,015,804   $729,138,918 
  

 

 

   

 

 

   

 

 

 

2019:

  Year Ended December 31, 
  2021  2020  2019 
          
Net premiums earned $776,015,201  $742,040,339  $756,078,400 
Change in net unearned premiums  28,251,308   99,554   (3,477,111)
Net premiums written $804,266,509  $742,139,893  $752,601,289 

The decreaseincrease in the change in net unearned premiums for 2019 and 20182021 compared to 20172020 and 2019 primarily reflects lower growththe inclusion of the business of the Mountain States Insurance Group in net premiums written during 2019 and 2018, which we attribute primarily to net attritionthe underwriting pool beginning with policies effective in our personal lines segment that resulted from increased pricing on renewal policies and underwriting measures our insurance subsidiaries implemented to slow new policy growth.

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2021.


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Index
Statutory Combined Ratio


The combined ratio is a standard measurement of underwriting profitability for an insurance company. The combined ratio does not reflect investment income, net investment gains or losses, federal income taxes or othernon-operating income or expense. A combined ratio of less than 100% generally indicates underwriting profitability.


The statutory combined ratio is anon-GAAP financial measure that is based upon amounts determined under SAP. We calculate our statutory combined ratio as the sum of:


the statutory loss ratio, which is the ratio of calendar-year net incurred losses and loss expenses to net premiums earned;

the statutory expense ratio, which is the ratio of expenses incurred for net commissions, premium taxes and underwriting expenses to net premiums written; and

the statutory dividend ratio, which is the ratio of dividends to holders of workers’ compensation policies to net premiums earned.


The calculation of our statutory combined ratio differs from the calculation of our GAAP combined ratio. In calculating our GAAP combined ratio, we do not deduct installment payment fees from incurred expenses, and we base the expense ratio on net premiums earned instead of net premiums written. Differences between our GAAP loss ratio and our statutory loss ratio result from anticipating salvage and subrogation recoveries for our GAAP loss ratio but not for our statutory loss ratio.


The following table presents comparative details with respect to our GAAP and statutory combined ratios for the years ended December 31, 2019, 20182021, 2020 and 2017:

   Year Ended December 31, 
   2019  2018  2017 

GAAP Combined Ratios (Total Lines)

    

Loss ratio(non-weather)

   60.9  69.0  61.1

Loss ratio (weather-related)

   6.1   8.8   8.3 

Expense ratio

   31.3   31.6   32.9 

Dividend ratio

   1.2   0.7   0.7 
  

 

 

  

 

 

  

 

 

 

Combined ratio

   99.5  110.1  103.0
  

 

 

  

 

 

  

 

 

 

Statutory Combined Ratios

    

Commercial lines:

    

Automobile

   117.4  133.3  115.0

Workers’ compensation

   78.5   86.6   79.0 

Commercial multi-peril

   93.7   98.1   96.7 

Other

   72.6   54.6   10.2 

Total commercial lines

   95.0   103.8   93.6 

Personal lines:

    

Automobile

   105.7   117.4   109.3 

Homeowners

   101.2   110.5   109.9 

Other

   73.2   96.4   90.8 

Total personal lines

   102.6   114.1   108.5 

Total commercial and personal lines

   98.7   109.4   101.7 

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2019:

  Year Ended December 31, 
  2021  2020  2019 
GAAP Combined Ratios (Total Lines)         
Loss ratio (non-weather)  61.3%  55.1%  60.9%
Loss ratio (weather-related)  5.8   6.9   6.1 
Expense ratio  33.3   33.0   31.3 
Dividend ratio  0.6   1.0   1.2 
Combined ratio  101.0%  96.0%  99.5%
             
Statutory Combined Ratios            
Commercial lines:            
Automobile  108.6%  112.7%  117.4%
Workers’ compensation  94.6   86.3   78.5 
Commercial multi-peril  114.1   98.4   93.7 
Other  77.5   74.0   72.6 
Total commercial lines  104.9   97.8   95.0 
Personal lines:            
Automobile  94.4   91.3   105.7 
Homeowners  102.9   97.2   101.2 
Other  49.3   74.9   73.2 
Total personal lines  94.4   92.4   102.6 
Total commercial and personal lines  100.8   95.4   98.7 

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Index
Results of Operations


YEAR ENDED DECEMBER 31, 20192021 COMPARED TO YEAR ENDED DECEMBER 31, 2018

2020


Net Premiums Earned


Our insurance subsidiaries’ net premiums earned increased to $756.1 $776.0million for 2019,2021, an increase of $14.8$34.0 million, or 2.0%4.6%, over 2018,compared to 2020, primarily reflecting increasesthe inclusion of the business of the Mountain States Insurance Group in commercial premiums written during 2018the underwriting pool beginning with policies effective in 2021, as well solid premium retention and 2019.renewal premium increases. Our insurance subsidiaries earn premiums and recognize them as income over the terms of the policies they issue. Such terms are generally one year or less in duration. Therefore, increases or decreases in net premiums earned generally reflect increases or decreases in net premiums written in the preceding twelve-month period compared to the same period one year earlier.


Net Premiums Written


Our insurance subsidiaries’ 20192021 net premiums written increased 1.2%8.4% to $752.6$804.3 million, compared to $744.0$742.1 million for 2018. We attribute the increase primarily to the impact of premium rate increases and an increase in the writing of new accounts in commercial lines of business.2020. Commercial lines net premiums written increased $47.8$75.8 million, or 13.4%17.8%, for 20192021 compared to 2018.2020. We attribute the increase in commercial lines net premiums written primarily to the inclusion of the business of the Mountain States Insurance Group in the underwriting pool beginning with policies effective in 2021, as well as solid  premium retention and renewal premium increases. Personal lines net premiums written decreased $39.2$13.7 million, or 10.1%4.3%, for 20192021 compared to 2018.2020. We attribute the decrease in personal lines net premiums written primarily to net attrition as a result of underwriting measures our insurance subsidiaries have implemented to slow new policy growth and increased pricing on renewal policies, as well as the previously announcednon-renewal of unprofitable personal lines business in seven states that began in February 2019,improve underwriting profitability, partially offset by the impact of premium rate increases our insurance subsidiaries have implemented over the past five quarters and lower reinsurance premiums.

increases.


Investment Income


For 2019,2021, our net investment income increased to $31.1 million, compared to $29.5 million an increase of $2.6 million, or 9.7%, over 2018. We attribute the increasefor 2020, due primarily to an increase inhigher average invested assets.

assets for 2021 compared to 2020.


Net Investment Gains (Losses)


Our net investment gains (losses) in 2019for 2021 and 20182020 were $22.0$6.5 million and ($4.8 million),$2.8 million, respectively. The net investment gains for 2019 included $12.7 million from the sale of DFSC2021 and $8.9 million2020 were primarily related to increases in unrealized gains within our equity securities portfolio. The net investment losses for 2018 were primarily related to a decrease in the market value of the equity securities we held at December 31, 2018. We did not recognize any impairment losses during 20192021 or 2018.

2020.


Losses and Loss Expenses


Our insurance subsidiaries’ loss ratio, which is the ratio of incurred losses and loss expenses to premiums earned, was 67.0% in 2019,67.1% for 2021, compared to 77.8% in 2018.62.0% for 2020. Our insurance subsidiaries’ commercial lines loss ratio decreasedincreased to 63.0% in 2019,68.6% for 2021, compared to 72.9% in 2018.63.9% for 2020. This decreaseincrease resulted primarily from the commercial automobileworkers’ compensation loss ratio decreasingincreasing to 86.2% in 2019,57.7% for 2021, compared to 101.9% in 2018,51.1% for 2020, and the commercial multi-peril loss ratio decreasingincreasing to 63.1% in 2019,76.9% for 2021, compared to 67.0% in 2018.65.9% for 2020. The personal lines loss ratio was 71.1% in 2019,increased to 64.8% for 2021, compared to 81.8%59.5% for 2020. The personal automobile loss ratio increased to 65.6% for 2021, compared to 60.1% for 2020, primarily due to an increase in 2018.automobile claim frequency as driving activity generally returned to pre-pandemic levels. The homeowners loss ratio increased to 69.6% for 2021, compared to 61.8% for 2020. Our insurance subsidiaries experienced favorable loss reserve development of approximately $31.2 million, or 4.0percentage points of the loss ratio, during 2021 in their reserves for prior accident years, compared to favorable loss reserve development of approximately $12.9 million, or 1.7 percentage points of the loss ratio, during 2019 in their reserves for prior accident years, compared to unfavorable loss reserve development of approximately $35.6 million, or 4.8 percentage points of the loss ratio, during 2018.2020. The favorable loss reserve development in 20192021 resulted primarily from lower-than-expected severityloss emergence in the personal automobile, workers’ compensation line of business, partially offset by higher-than-expected severity in theand commercial automobile and commercial multi-peril lines of business for accident years prior to 2019.2021. Weather-related losses of $46.1$45.3 million, or 6.15.8 percentage points of the loss ratio, for 20192021 decreased from $65.0$51.4 million, or 8.86.9 percentage points of the loss ratio, for 2018.

2020, with the decrease primarily impacting the commercial multi-peril line of business. Large fire losses, which we define as individual fire losses in excess of $50,000, were $45.6 million, or 5.9 percentage points of the loss ratio, for 2021, compared to $22.8 million, or 3.1 percentage points of the loss ratio, for 2020. The significant increase was related to a higher incidence of both commercial property and home fires in 2021 compared to 2020.


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Index
Underwriting Expenses


Our insurance subsidiaries’ expense ratio, which is the ratio of policy acquisition and other underwriting expenses to premiums earned, was 31.3% in 2019,33.3% for 2021, compared to 31.6% in 2018.33.0% for 2020. We attribute the modest decreaseincrease to expense savings that were largelyhigher technology system-related expenses for 2021 compared to 2020, offset somewhat by higherlower commercial growth incentive costs for our agents and decreased underwriting-based incentive compensationcosts for our agents and employees for 2021 compared to 2020. The increase in 2019.

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technology systems-related expenses for 2021 was primarily due to an increased allocation of costs from Donegal Mutual to our insurance subsidiaries following the successful implementation of the second phase of our ongoing systems modernization project in August 2021.



Policyholder Dividends


Our insurance subsidiaries pay policyholder dividends primarily on workers’workers' compensation policies on a sliding scale based on the profitability of a given policy.  We attribute the increasedecrease in dividends incurred for 20192021 compared to 20182020 to growth anda modest decline in the profitability of the workers’workers' compensation line of business over the respective periods to which the dividends applied. We also partially attribute the increase to growth in workers’ compensation writings in Wisconsin, a state in which our insurance subsidiaries and their competitors pay a higher rate of dividends compared to other states and where such dividends are not dependent on the profitability of a given policy.


Combined Ratio


Our insurance subsidiaries’ combined ratio was 99.5%101.0% and 110.1% in 201996.0% for 2021 and 2018,2020, respectively. The combined ratio represents the sum of the loss ratio, the expense ratio and the dividend ratio, which is the ratio of workers’ compensation policy dividends incurred to premiums earned. We attribute the decreaseincrease in our combined ratio primarily to the decreaseincrease in ourthe loss ratio.


Interest Expense


Our interest expense in 2019for 2021 decreased to $1.6 million,$895,605, compared to $2.3$1.2 million in 2018.for 2020. We attribute the decrease to lower average borrowings under our lines of credit during 20192021 compared to 2018.

2020.


Income Taxes


Our income tax expense was $9.9$5.1 million for 2019,2021, compared to an income tax benefit of $15.5$10.5 million for 2018.2020. Our effective tax rate was 17.4% for 2019.2021 was16.8%, compared to 16.5% for 2020. Our income tax expense for 20192020 included Pennsylvania statea $1.6 million income taxes of $825,000 that weretax benefit related to the gain we realized on the salecarryback of DFSC in 2019. Our 2018 net operating losses to past tax years with higher statutory income tax benefit reflected our anticipation of an estimated carryback of our taxable lossrates than are currently in 2018 to prior tax years.

effect, as allowed under the Coronavirus Aid, Relief and Economic Security Act that was enacted in March 2020.


Net Income (Loss) and Earnings (Loss) Per Share


Our net income in 2019for 2021 was $47.2$25.3 million, or $1.67$0.83 per share of Class A common stock on a diluted basis and $1.51$0.74 per share of Class B common stock, compared to a net lossincome for 2020 of $32.8$52.8 million, or $1.18$1.83 per share of Class A common stock on a diluted basis and $1.09$1.65 per share of Class B common stock, in 2018.stock. We had 23.225.8 million and 22.824.6 million Class A shares outstanding at December 31, 20192021 and 2018,2020, respectively.  We had 5.6 million Class B shares outstanding for both periods. There are no outstanding securities that dilute our shares of Class B common stock.


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Book Value Per Share


Our stockholders’ equity increased by $52.1$13.3 million in 2019during 2021 as a result of our net income, andoffset somewhat by a reduction of net unrealized gains within ouravailable-for-sale fixed maturity investments. Our book value per share increaseddecreased to $15.67$16.95 at December 31, 2019,2021, compared to $14.05$17.13 a year earlier.

earlier, primarily as a result of an increase in the number of Class A shares outstanding during the year.


YEAR ENDED DECEMBER 31, 20182020 COMPARED TO YEAR ENDED DECEMBER 31, 2017

2019


Net Premiums Earned


Our insurance subsidiaries’ net premiums earned increaseddecreased to $741.3$742.0 million for 2018, an increase2020, a decrease of $38.8$14.1 million, or 5.5%1.9%, over 2017,compared to 2019, primarily reflecting increasesdecreases in netpersonal lines premiums written during 20172019 and 2018.2020. Our insurance subsidiaries earn premiums and recognize them as income over the terms of the policies they issue. Such terms are generally one year or less in duration. Therefore, increases or decreases in net premiums earned generally reflect increases or decreases in net premiums written in the preceding twelve-month period compared to the same period one year earlier.


Net Premiums Written


Our insurance subsidiaries’ 20182020 net premiums written increased 2.0%decreased 1.4% to $744.0$742.1 million, compared to $729.1$752.6 million for 2017.2019. We attribute the increasedecrease primarily to net attrition in our personal lines segment that resulted from increased pricing on renewal policies and underwriting measures our insurance subsidiaries implemented to slow new policy growth and improve profitability, offset somewhat by the impact of premium rate increases and an increase in the writing of new accounts in commercial lines of business. Commercial lines net premiums written increased $20.8$21.1 million, or 6.3%5.2%, for 20182020 compared to 2017.2019. Personal lines net premiums written decreased $5.9$31.6 million, or 1.5%9.1%, for 20182020 compared to 2017. We attribute the decrease in personal lines primarily to net attrition that resulted from increased pricing on renewal policies and underwriting measures our insurance subsidiaries implemented to slow new policy growth.

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2019.



Investment Income


For 2018,2020, our net investment income increased to $26.9was unchanged at $29.5 million, an increase of $3.4 million, or 14.4%, over 2017. We attribute the increase primarily toas an increase in average invested assets.

assets offset a modest decrease in the average investment yield.


Net Investment (Losses) Gains


Our net investment (losses) gains in 2018for 2020 and 20172019 were ($4.8 million)$2.8 million and $5.7$22.0 million, respectively. The net investment lossesgains for 20182020 were primarily related to a decreasean increase in the market value of theunrealized gains within our equity securities we held at December 31, 2018. We adopted new accounting guidance effective January 1, 2018 that requires us to measure equity investments at fair value and recognize changes in fair value in our results of operations.portfolio. The net investment gains for 2017 resulted primarily2019 included $12.7 million from strategic salesthe sale of equity securities within our investment portfolioDFSC and $8.9 million related to unrealized gains within a limited partnership that invests inour equity securities.securities portfolio. We did not recognize any impairment losses during 20182020 or 2017.

Equity in Earnings of DFSC

Our equity in the earnings of DFSC in 2018 and 2017 was $2.7 million and $1.6 million, respectively. We attribute the increase in DFSC’s earnings primarily to higher net interest income related to loan portfolio growth that DFSC achieved during 2018.

2019.


Losses and Loss Expenses


Our insurance subsidiaries’ loss ratio, which is the ratio of incurred losses and loss expenses to premiums earned, was 77.8% in 2018,62.0% for 2020, compared to 69.4% in 2017.67.0% for 2019. Our insurance subsidiaries’ commercial lines loss ratio increased to 72.9% in 2018,63.9% for 2020, compared to 62.0% in 2017.63.0% for 2019. This increase resulted primarily from the commercial automobileworkers’ compensation loss ratio increasing to 101.9% in 2018,51.1% for 2020, compared to 80.3% in 2017,44.6% for 2019, and the commercial multi-peril loss ratio increasing to 67.0% in 2018,65.9% for 2020, compared to 64.6% in 2017.63.1% for 2019. The personal lines loss ratio was 81.8% in 2018decreased to 59.5% for 2020, compared to 75.5%71.1% for 2019. The personal automobile loss ratio decreased to 60.1% for 2020, compared to 76.1% for 2019, primarily as a result of lower claim frequency due to reduced driving activity and traffic density and various underwriting adjustments our insurance subsidiaries implemented in 2017.recent years. The homeowners loss ratio decreased to 61.8% for 2020, compared to 67.1% for 2019, primarily as a result of decreased weather-related losses that we attribute to our exit from several weather-prone markets in 2019. Our insurance subsidiaries experienced unfavorablefavorable loss reserve development of approximately $35.6$12.9 million, or 1.7 percentage points of the loss ratio,  during 20182020 in their reserves for prior accident years, compared to approximately $6.6 million during 2017. The unfavorablefavorable loss reserve development of approximately $12.9 million, or 1.7 percentage points of the loss ratio, during 2019. The favorable loss reserve development in 2020 resulted primarily from higher-than-expected severity in the commercial multi-peril, personal automobile and commercial automobile lines of business, offset by lower-than-expected severity in the workers’ compensation and personal automobile lines of business, partially offset by higher-than-expected severity in the commercial automobile and commercial multi-peril lines of business, for accident years prior to 2020. Weather-related losses of $51.4 million, or 6.9 percentage points of the loss ratio, for 2020 increased from $46.1 million, or 6.1 percentage points of the loss ratio, for 2019, with the increase primarily impacting the commercial multi-peril line of business.


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Underwriting Expenses


Our insurance subsidiaries’ expense ratio, which is the ratio of policy acquisition and other underwriting expenses to premiums earned, was 31.6% in 2018,33.0% for 2020, compared to 32.9%31.3% for 2019. We attribute the modest increase to higher commercial growth incentive costs for our agents, higher underwriting-based incentive compensation for our agents and employees and higher technology-related expenses for 2020 compared to 2019. The increase in 2017.technology systems-related expenses for 2020 was primarily due to an increased allocation of costs from Donegal Mutual to our insurance subsidiaries following the successful implementation of the first phase of our ongoing systems modernization project in February 2020.

Policyholder Dividends

Our insurance subsidiaries pay policyholder dividends primarily on workers' compensation policies on a sliding scale based on the profitability of a given policy.  We attribute the decrease in dividends incurred for 2020 compared to lower underwriting-based incentive2019 to a modest decline in the profitability of the workers' compensation in 2018.

line of business over the respective periods to which the dividends applied.


Combined Ratio


Our insurance subsidiaries’ combined ratio was 110.1%96.0% and 103.0% in 201899.5% for 2020 and 2017,2019, respectively. The combined ratio represents the sum of the loss ratio, the expense ratio and the dividend ratio, which is the ratio of workers’ compensation policy dividends incurred to premiums earned. We attribute the increasedecrease in our combined ratio primarily to the increasedecrease in our loss ratio.


Interest Expense


Our interest expense in 2018 increasedfor 2020 decreased to $2.3$1.2 million, compared to $1.6 million in 2017.for 2019. We attribute the increasedecrease to higherlower interest rates in effecton our borrowings under our lines of credit during 20182020 compared to 2017.

2019.


Income Taxes


Our income tax benefitexpense was $15.5$10.5 million in 2018,for 2020, compared to $9.9 million for 2019. Our effective tax rate for 2020 was 16.5%, compared to 17.4% for 2019. Our income tax expense of $5.0for 2020 included a $1.6 million in 2017. Our 2018 income tax benefit reflected our anticipation of an estimatedrelated to the carryback of our taxable loss2018 net operating losses to past tax years with higher statutory income tax rates than are currently in 2018 to prior tax years.effect, as allowed under the Coronavirus Aid, Relief and Economic Security Act that was enacted in March 2020. Our 2017 income tax expense reflected additional tax expensefor 2019 included Pennsylvania state income taxes of $4.8 million in 2017$825,000 that were related to the revaluationgain we realized on the sale of our net deferred tax assets pursuant to the Tax Cuts and Jobs Act (the “TCJA”).

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DFSC.


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Index
Net (Loss) Income and (Loss) Earnings Per Share


Our net loss in 2018income for 2020 was $32.8$52.8 million, or $1.18 per share of Class A common stock and $1.09 per share of Class B common stock, compared to net income of $7.1 million, or $0.26$1.83 per share of Class A common stock on a diluted basis and $0.22$1.65 per share of Class B common stock, in 2017.compared to net income for 2019 of $47.2 million, or $1.67 per share of Class A common stock on a diluted basis and $1.51 per share of Class B common stock. We had 22.824.6 million and 22.623.2 million Class A shares outstanding at December 31, 20182020 and 2017,2019, respectively.  We had 5.6 million Class B shares outstanding for both periods. There are no outstanding securities that dilute our shares of Class B common stock.


Book Value Per Share


Our stockholders’ equity decreasedincreased by $49.8$66.8 million in 2018during 2020 as a result of our net loss,income and net unrealized lossesgains within ouravailable-for-sale fixed maturity investments and dividends we declared to our stockholders during the year.investments. Our book value per share decreasedincreased to $14.05$17.13 at December 31, 2018,2020, compared to $15.95$15.67 a year earlier.


Financial Condition


Liquidity and Capital Resources


Liquidity is a measure of an entity’s ability to secure enough cash to meet its contractual obligations and operating needs as they arise. Our major sources of funds from operations are the net cash flows generated from our insurance subsidiaries’ underwriting results, investment income and maturing investments.


We have historically generated sufficient net positive cash flow from our operations to fund our commitments and build our investment portfolio, thereby increasing future investment returns. The pooling agreement with Donegal Mutual historically has been cash flow positive because of the profitability of the underwriting pool. Because we settle the pool monthly, our cash flows are substantially similar to the cash flows that would result from the underwriting of direct business. We maintain a high degree of liquidity in our investment portfolio in the form of marketable fixed maturities, equity securities and short-term investments. We structure our fixed-maturity investment portfolio following a “laddering” approach so that projected cash flows from investment income and principal maturities are evenly distributed from a timing perspective. This laddering approach provides an additional measure of liquidity to meet our obligations and the obligations of our insurance subsidiaries should an unexpected variation occur in the future. Net cash flows provided by operating activities in 2021, 2020 and 2019 2018were $76.7million, $101.1 million and 2017 were $76.4 million, $63.8 million and $81.0 million, respectively.

In March 2019, we terminated our previous credit agreement with Manufacturers and Traders Trust Company (“M&T”) and entered into a new credit agreement with M&T. The new credit agreement relates to a $30.0 million unsecured revolving line of credit. The line of credit expires in July 2020.


At December 31, 2019,2021, we had no outstanding borrowings fromunder our line of credit with M&T and had the ability to borrow up to $30.0$20.0 million at interest rates equal to M&T’s current prime rate or the then-current LIBOR rate plus 2.25%2.00%. We pay a fee of 0.15% per annum on the loan commitment amount regardless of usage. The credit agreement requires our compliance with certain covenants. These covenants include minimum levels of our net worth, leverage ratio, statutory surplus and the A.M. Best ratings of our insurance subsidiaries. In addition,At December 31, 2021, Atlantic States has guaranteed our payment obligations under the new credit agreement. We compliedhad $35.0 million in outstanding advances with all of the requirements of the credit agreement, including all covenants, as of the filing date of this Form10-K Report.

Atlantic States is a member of the FHLB of Pittsburgh. Through its membership,Pittsburgh that carry a fixed interest rate of 1.74%. In March 2020, Atlantic States has the ability to issueissued $50.0 million of debt to the FHLB of Pittsburgh in exchange for a cash advances. In August 2019,advance in the same amount for contingent liquidity funding in light of uncertainty surrounding the economic impact of the COVID-19 pandemic. Atlantic States exchanged a variable-rate cashrepaid this advance of $35.0 million that waswhen it became due in March 2020 for a fixed-rate cash advance2021. In September 2021, upon receipt of $35.0 million that was outstanding at December 31, 2019. Atlantic States incurred a penalty of $176,000 related to the early termination of its previous cash advance. The new cash advance carries a fixed interest rate of 1.74% and is due in August 2024.

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The following table shows expected payments for our significant contractual obligations at December 31, 2019:

(in thousands)  Total   Less than 1
year
   1-3 years   4-5 years   After 5
years
 

Net liability for unpaid losses and loss expenses of our insurance subsidiaries

  $506,906   $231,924   $237,195   $18,976   $18,811 

Subordinated debentures

   5,000    —      —      —      5,000 

Borrowings under lines of credit

   35,000    —      —      35,000    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total contractual obligations

  $546,906   $231,924   $237,195   $53,976   $23,811 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

We estimated the timing of the amounts for the net liability for unpaid losses and loss expenses of our insurance subsidiaries based on historical experience and expectations of future payment patterns. We have shown the liability net of reinsurance recoverable on unpaid losses and loss expenses to reflect expected future cash flows related to such liability. Assumed amountsapproval from the underwriting pool withMichigan Department of Insurance and Financial Services, MICO repaid in full the $5.0 million surplus note held previously by Donegal Mutual, represent a substantial portionalong with accrued interest of our insurance subsidiaries’ gross liability for unpaid losses and loss expenses, and ceded amounts to the underwriting pool represent a substantial portion of our insurance subsidiaries’ reinsurance recoverable on unpaid losses and loss expenses. We include cash settlements of Atlantic States’ assumed liability from the pool in our monthly settlements of pooled activity. In these monthly settlements, we net amounts ceded to and assumed from the pool. Donegal Mutual and Atlantic States do not anticipate any further changes in the pool participation levels in the foreseeable future. However, any such change would be prospective in nature and therefore would not impact the timing of expected payments for Atlantic States’ proportionate liability for pooled losses occurring in periods prior to the effective date of such change.

$178,082. We discuss in Note 9 – Borrowings our estimate of the timing of the amounts payable for the borrowings under our lines of credit based on their contractual maturities. The borrowings under


We estimate the timing of claim payments associated with the liabilities for losses and loss expenses of our linesinsurance subsidiaries based on historical experience and expectations of credit carry interest rates thatfuture payment patterns. Amounts Atlantic States assumes pursuant to the pooling agreement with Donegal Mutual represent a substantial portion of our insurance subsidiaries’ gross liabilities for losses and loss expenses, and amounts Atlantic States cedes pursuant to the pooling agreement represent a substantial portion of our insurance subsidiaries’ reinsurance recoverable on unpaid losses and loss expenses. We include cash settlement of Atlantic States’ assumed liabilities from the pool in monthly settlements of pooled activity, as we discussnet amounts ceded to and assumed from the pool. Although Donegal Mutual and we do not anticipate any changes in Note 9 – Borrowings.

the pool participation levels in the foreseeable future, any such change would be prospective in nature and therefore would not impact the timing of expected payments by Atlantic States for its percentage share of pooled losses occurring in periods prior to the effective date of such change.


-58-

The cash dividends we declared to our stockholders totaled $19.6million, $17.3 million and $16.2 million $15.8 millionin 2021, 2020 and $15.0 million in 2019, 2018 and 2017, respectively. There are no regulatory restrictions on our payment of dividends to our stockholders, although there are restrictions under applicable state laws on the payment of dividends from our insurance subsidiaries to us. Our insurance subsidiaries are required by law to maintain certain minimum surplus on a statutory basis and are subject to regulations under which their payment of dividends from statutory surplus is restricted and may require prior approval of their domiciliary insurance regulatory authorities. Our insurance subsidiaries are also subject to risk-based capital (“RBC”) requirements. The amount of statutory capital and surplus necessary for our insurance subsidiaries to satisfy regulatory requirements, including the RBC requirements, was not significant in relation to our insurance subsidiaries’ statutory capital and surplus at December 31, 2019.2021. Amounts available for distribution to us as ordinary dividends from our insurance subsidiaries without prior approval of insurance regulatory authorities in 20202022 are $25.9approximately $27.9 million from Atlantic States, $5.4$6.9 million from Southern, $2.0$4.8 million from Peninsula and $6.6$7.7 million from MICO, or a total of approximately $39.9$47.3 million.

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Investments


At December 31, 20192021 and 2018,2020, our investment portfolio of primarily investment-grade bonds, common stock, short-term investments and cash totaled $1.2$1.3 billion, representing 59.2% and $1.1 billion, respectively, representing 60.3% and 59.1%61.3%, respectively, of our total assets. See “Business - Investments” for more information.

   December 31, 
   2019  2018 
(dollars in thousands)  Amount   Percent of
Total
  Amount   Percent of
Total
 

Fixed maturities:

       

Total held to maturity

  $476,094    42.9 $402,799    39.1

Total available for sale

   564,952    50.8   526,558    51.1 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total fixed maturities

   1,041,046    93.7   929,357    90.2 

Equity securities

   55,477    5.0   43,667    4.2 

Investment in affiliate

   —      —     41,026    4.0 

Short-term investments

   14,030    1.3   16,749    1.6 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total investments

  $1,110,553    100.0 $1,030,799    100.0
  

 

 

   

 

 

  

 

 

   

 

 

 



  December 31, 
  2021  2020 
(dollars in thousands) Amount  
Percent of
Total
  Amount  
Percent of
Total
 
Fixed maturities:            
Total held to maturity $668,105   52.3% $586,609   48.0%
Total available for sale  532,629   41.7   555,136   45.5 
Total fixed maturities  1,200,734   94.0   1,141,745   93.5 
Equity securities  63,420   5.0   58,556   4.8 
Short-term investments  12,692   1.0   20,901   1.7 
Total investments $1,276,846   100.0% $1,221,202   100.0%

The carrying value of our fixed maturity investments represented 93.7%94.0% and 90.2%93.5% of our total invested assets at December 31, 20192021 and 2018,2020, respectively.


Our fixed maturity investments consisted of high-quality marketable bonds, of which 100.0% and 99.8% were rated at investment-grade levels at December 31, 20192021 and 2018.

2020, respectively.


At December 31, 2019,2021, the net unrealized gain on ouravailable-for-sale fixed maturity investments, net of deferred taxes, amounted to $6.4$7.4 million, compared to a net unrealized lossgain of $6.8$15.9 million at December 31, 2018.

2020.


Impact of Inflation


Our insurance subsidiaries establish their property and casualty insurance premium rates before they know the amount of losses and loss settlement expenses or the extent to which inflation may impact such expenses. Consequently, our insurance subsidiaries attempt, in establishing rates, to anticipate the potential future impact of inflation. Our insurance subsidiaries account for inflation in the reserving function through analysis of costs and trends and reviews of historical reserving results.


-59-

Impact of Changing Climate Conditions

Insured losses from severe weather events could significantly impact the underwriting results of our insurance subsidiaries. Losses from catastrophic events are a function of both the extent of our insurance subsidiaries’ exposures, the frequency and severity of the events themselves and the level of reinsurance coverage our insurance subsidiaries purchase. The increased frequency and severity of weather-related catastrophes and other losses, such as from wildfires and flooding, incurred by the industry in recent years may be indicative of changing weather patterns due to climate change. Should those patterns continue to emerge, increased weather-related catastrophes in the states in which our insurance subsidiaries operate would lead to higher overall losses that they may be unable to offset through pricing actions.

Our insurance subsidiaries seek to reduce their exposure to catastrophe losses through their underwriting strategies and their purchase of catastrophe reinsurance. While the emerging science regarding climate change and its connection to extreme weather events continues to be studied, climate change, to the extent it produces rising temperatures and changes in weather patterns, could affect the frequency and severity of weather events and other losses and thus impact the affordability and availability of catastrophe reinsurance coverage for our insurance subsidiaries. Our insurance subsidiaries’ ability to appropriately manage catastrophe risk depends partially on catastrophe models, which rely on historical data that might not be representative of the frequency and severity of future events. Such models might also be unable to anticipate the uncertain impact of changing climate conditions that tend to occur gradually over time. Because the policies of our insurance subsidiaries renew not less frequently than annually, our insurance subsidiaries have the ability to respond to the impact of changing climate conditions through adjustments to their underwriting standards, pricing, and policy terms and conditions, subject to applicable regulatory approvals.

Changing climate conditions could lead to new or revised regulations with which our insurance subsidiaries would have to comply. Such regulations could impact the ability of our insurance subsidiaries to manage their exposures in areas impacted by increased weather activity, require our insurance companies to alter the terms and conditions of their policies or impact the ability of our insurance subsidiaries to obtain sufficient pricing increases to offset higher loss activity.

Impact of New Accounting Standards


In January 2016, the FASB issued guidance that generally requires entities to measure equity investments at fair value and recognize changes in fair value in their results of operations. This guidance also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring entities to perform a qualitative assessment to identify impairment. The FASB issued other disclosure and presentation improvements related to financial instruments within the guidance. The guidance was effective for annual and interim reporting periods beginning after December 15, 2017. As a result of the adoption of this guidance on January 1, 2018, we transferred $4.9 million of net unrealized gains from accumulated other comprehensive income (“AOCI”) to retained earnings. We recognized $8.9 million of unrealized gains and $25,751 of unrealized losses on equity securities held at December 31, 2019 in net investment gains for 2019. We recognized $1.2 million of unrealized gains and $4.4 million of unrealized losses on equity securities held at December 31, 2018 in net investment losses for 2018.

In February 2016, the FASB issued guidance that requires lessees to recognize leases, including operating leases, on the lessee’s balance sheet, unless a lease is considered a short-term lease. This guidance also requires entities to make new judgments to identify leases. The guidance was effective for annual and interim reporting periods beginning after December 15, 2018 and permitted early adoption. Our adoption of this guidance on January 1, 2019 did not have a significant impact on our financial position, results of operations or cash flows.

-51-


In January 2017, the FASB issued guidance that simplifies the measurement of goodwill by modifying the goodwill impairment test previous guidance required. The guidance requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize impairment for the amount by which the reporting unit’s carrying amount exceeds its fair value. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019 and permits early adoption. We early adopted this guidance in 2019. The adoption of this guidance did not have a significant impact on our financial position, results of operations or cash flows.

In August 2018, the FASB issued guidance that modifies disclosure requirements related to fair value measurements. The guidance removes the requirements to disclose the amounts of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019 and permits early adoption. We early adopted this guidance in 2019. The adoption of this guidance on January 1, 2019 did not have a significant impact on our financial position, results of operations or cash flows.

In JuneSeptember 2016, the FASB issued guidance that amends 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 delays the effective date for “smaller reporting companies,” as defined in Item 10(f)(1) of RegulationS-K, to annual and interim reporting periods beginning after December 15, 2022 from December 15, 2019. We are a smaller reporting company and are in the process of evaluating the impact of the adoption of this guidance on our financial position, results of operations and cash flows.


In December 2019, the FASB issued guidance that simplifies accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance was effective January 1, 2021, using the retrospective method or modified retrospective method for certain changes and the prospective method for all other changes, and permits early adoption. Our adoption of this guidance on January 1, 2021 did not have a significant impact on our financial position, results of operations or cash flows.

Off-Balance Sheet Arrangements


As of December 31, 20192021 and 2018,2020, we did not have anyoff-balance sheet arrangements as defined in Item 303(a)(4)(ii) of RegulationS-K.


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Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.


We are exposed to the impact of interest rate changes, to changes in fair values of investments and to credit risk.


In the normal course of business, we employ established policies and procedures to manage our exposure to changes in interest rates, fluctuations in the fair market value of our debt and equity securities and credit risk. We seek to mitigate these risks by various actions we describe below.


Interest Rate Risk


Our exposure to market risk for a change in interest rates is concentrated in our investment portfolio. We monitor this exposure through periodic reviews of our asset and liability positions. We regularly monitor estimates of cash flows and the impact of interest rate fluctuations relating to our investment portfolio. Generally, we do not hedge our exposure to interest rate risk because we have the capacity to, and do, hold fixed-maturity investments to maturity.

-52-



Principal cash flows and related weighted-average interest rates by stated maturity dates for the financial instruments we held at December 31, 20192021 that are sensitive to interest rates are as follows:

(in thousands)  Principal
Cash Flows
   Weighted-
Average
Interest Rate
 

Fixed-maturity and short-term investments:

    

2020

  $43,644    2.40

2021

   38,710    3.42 

2022

   37,547    3.06 

2023

   46,126    2.87 

2024

   53,971    3.71 

Thereafter

   821,889    3.47 
  

 

 

   

Total

  $1,041,887   
  

 

 

   

Fair value

  $1,079,296   
  

 

 

   

Debt:

    

2024

  $35,000    1.74

Thereafter

   5,000    5.00 
  

 

 

   

Total

  $40,000   
  

 

 

   

Fair value

  $40,000   
  

 

 

   

(in thousands) 
Principal
Cash Flows
  
Weighted-
Average
Interest Rate
 
Fixed-maturity and short-term investments:      
2022 $62,545   2.56%
2023  42,283   3.23 
2024  49,683   4.11 
2025  54,054   3.86 
2026  64,492   3.52 
Thereafter  920,020   3.01 
Total $1,193,077     
Fair value $1,242,722     
Debt:        
2024 $35,000   1.74%
Total $35,000     
Fair value $35,000     

Actual cash flows from investments may differ from those depicted above as a result of calls and prepayments.


Equity Price Risk


Our portfolio of equity securities, which we carry on our consolidated balance sheets at estimated fair value, has exposure to price risk, which is the risk of potential loss in estimated fair value resulting from an adverse change in prices. Our objective is to mitigate this risk and to earn competitive relative returns by investing in a diverse portfolio of high-quality, liquid securities.


Credit Risk


Our objective is to earn competitive returns by investing in a diversified portfolio of securities. Our portfolio of fixed maturity securities and, to a lesser extent, short-term investments is subject to credit risk. We define this risk as the potential loss in fair value resulting from adverse changes in the borrower’s ability to repay the debt. We manage this risk by performing an analysis of prospective investments and through regular reviews of our portfolio by our investment personnel. We also limit the amount of our total investment portfolio that we invest in any one security.


-61-

Our insurance subsidiaries provide property and liability insurance coverages through independent insurance agencies located throughout their operating areas. Our insurance subsidiaries bill the majority of this business directly to the insured, although our insurance subsidiaries bill a portion of their commercial business through their agents, to whom they extend credit in the normal course of business.


Because the pooling agreement does not relieve Atlantic States of primary liability as the originating insurer, Atlantic States is subject to a concentration of credit risk arising from the business Atlantic States cedes to Donegal Mutual. Our insurance subsidiaries maintain reinsurance agreements with Donegal Mutual and with a number of other major unaffiliated authorized reinsurers.

-53-


-62-

Index
Item 8.

Financial Statements and Supplementary Data.

Index to Consolidated Financial Statements and Schedule


Index to Consolidated Financial Statements and Schedule

64
 55 

65
 56 

66
 57 

67
 58 

68
 59 

106
 94 
Schedule:

Schedule:

 

103115

-54-


-63-

Donegal Group Inc.

Consolidated Balance Sheets

   December 31, 
   2019  2018 

Assets

   

Investments

   

Fixed maturities

   

Held to maturity, at amortized cost (fair value $500,314,344 and $405,038,296)

  $476,093,782  $402,798,518 

Available for sale, at fair value (amortized cost $556,839,278 and $535,112,451)

   564,951,803   526,558,304 

Equity securities, at fair value

   55,477,556   43,667,009 

Investment in Donegal Financial Services Corporation

   —     41,025,975 

Short-term investments, at cost, which approximates fair value

   14,030,222   16,748,760 
  

 

 

  

 

 

 

Total investments

   1,110,553,363   1,030,798,566 

Cash

   49,318,930   52,594,461 

Accrued investment income

   7,066,029   6,561,199 

Premiums receivable

   165,732,949   156,702,250 

Reinsurance receivable

   367,021,468   343,369,065 

Deferred policy acquisition costs

   59,284,859   60,615,127 

Deferred tax asset, net

   8,514,311   13,069,755 

Prepaid reinsurance premiums

   142,475,767   135,379,777 

Property and equipment, net

   4,558,072   4,690,704 

Accounts receivable - securities

   4,961   261,829 

Federal income taxes recoverable

   —     19,032,604 

Goodwill

   5,625,354   5,625,354 

Other intangible assets

   958,010   958,010 

Other

   2,047,058   2,419,566 
  

 

 

  

 

 

 

Total assets

  $1,923,161,131  $1,832,078,267 
  

 

 

  

 

 

 

Liabilities and Stockholders’ Equity

   

Liabilities

   

Losses and loss expenses

  $869,673,849  $814,665,224 

Unearned premiums

   510,147,485   506,528,606 

Accrued expenses

   28,453,744   25,442,146 

Reinsurance balances payable

   2,116,084   3,882,193 

Borrowings under lines of credit

   35,000,000   60,000,000 

Cash dividends declared to stockholders

   4,075,234   3,948,484 

Subordinated debentures

   5,000,000   5,000,000 

Accounts payable - securities

   1,119   1,003,810 

Income taxes payable

   84,831   —   

Due to affiliate

   10,069,171   10,874,540 

Other

   7,524,095   1,863,363 
  

 

 

  

 

 

 

Total liabilities

   1,472,145,612   1,433,208,366 
  

 

 

  

 

 

 

Stockholders’ Equity

   

Preferred stock, $.01 par value, authorized 2,000,000 shares; none issued

   —     —   

Class A common stock, $.01 par value, authorized 50,000,000 shares, issued 26,203,935 and 25,819,341 shares and outstanding 23,201,347 and 22,816,753 shares

   262,040   258,194 

Class B common stock, $.01 par value, authorized 10,000,000 shares, issued 5,649,240 shares and outstanding 5,576,775 shares

   56,492   56,492 

Additionalpaid-in capital

   268,151,601   261,258,423 

Accumulated other comprehensive income (loss)

   504,170   (14,228,059

Retained earnings

   223,267,573   192,751,208 

Treasury stock, at cost

   (41,226,357  (41,226,357
  

 

 

  

 

 

 

Total stockholders’ equity

   451,015,519   398,869,901 
  

 

 

  

 

 

 

Total liabilities and stockholders’ equity

  $1,923,161,131  $1,832,078,267 
  

 

 

  

 

 

 

  December 31, 
  2021
  2020
 
Assets      
Investments      
Fixed maturities      
Held to maturity, at amortized cost (fair value $697,400,964 and $632,640,821)
 $668,104,568  $586,609,439 
Available for sale, at fair value (amortized cost $523,293,046 and $534,958,100)
  532,629,015   555,136,017 
Equity securities, at fair value  63,419,973   58,556,173 
Short-term investments, at cost, which approximates fair value  12,692,341   20,900,155 
Total investments  1,276,845,897   1,221,201,784 
Cash  57,709,375   103,094,236 
Accrued investment income  8,214,971   7,936,879 
Premiums receivable  168,862,580   169,596,332 
Reinsurance receivable  455,411,009   408,908,850 
Deferred policy acquisition costs  68,028,373   59,156,958 
Deferred tax asset, net  6,685,619   5,683,113 
Prepaid reinsurance premiums  176,935,842   169,418,333 
Property and equipment, net  2,956,930   4,390,377 
Accounts receivable - securities  2,252   67,676 
Federal income taxes recoverable  5,290,938   3,089,369 
Receivable from Michigan Catastrophic Claims Association  18,112,800   0 
Due from affiliate  1,922,717   0 
Goodwill  5,625,354   5,625,354 
Other intangible assets  958,010   958,010 
Other  1,612,732   1,393,053 
Total assets $2,255,175,399  $2,160,520,324 
         
Liabilities and Stockholders’ Equity        
Liabilities        
Losses and loss expenses $1,077,620,301  $962,007,437 
Unearned premiums  572,958,422   537,189,598 
Accrued expenses  4,028,659   29,115,198 
Reinsurance balances payable  3,946,105   3,233,523 
Borrowings under lines of credit  35,000,000   85,000,000 
Cash dividends declared to stockholders  4,915,268   4,436,301 
Cash refunds due to Michigan policyholders  18,112,800   0 
Subordinated debentures  0   5,000,000 
Due to affiliate  0   10,293,495 
Other  7,557,757   6,470,652 
Total liabilities  1,724,139,312   1,642,746,204 
Stockholders’ Equity        
Preferred stock, $0.01 par value, authorized 2,000,000 shares; NaN issued
  0   0 
Class A common stock, $0.01 par value, authorized 50,000,000 shares, issued 28,756,203 and 27,651,774 shares and outstanding 25,753,615 and 24,649,186 shares
  287,562   276,518 
Class B common stock, $0.01 par value, authorized 10,000,000 shares, issued 5,649,240 shares and outstanding 5,576,775 shares
  56,492   56,492 
Additional paid-in capital  304,889,481   289,149,567 
Accumulated other comprehensive income  3,283,551   11,130,612 
Retained earnings  263,745,358   258,387,288 
Treasury stock, at cost  (41,226,357)  (41,226,357)
Total stockholders’ equity  531,036,087   517,774,120 
Total liabilities and stockholders’ equity $2,255,175,399  $2,160,520,324 
See accompanying notes to consolidated financial statements.

-55-


-64-

Donegal Group Inc.

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

   Years Ended December 31, 
   2019  2018  2017 

Statements of Income (Loss)

    

Revenues

    

Net premiums earned (includes affiliated reinsurance of $203,409,131, $198,580,547 and $190,924,704 - see note 3)

  $756,078,400  $741,290,873  $702,514,755 

Investment income, net of investment expenses

   29,514,955   26,907,656   23,527,304 

Installment payment fees

   4,134,749   5,256,721   5,157,163 

Lease income

   443,750   480,617   500,455 

Net investment gains (losses) (includes $147,236, ($499,244) and $5,705,255 accumulated other comprehensive income reclassification)

   21,984,617   (4,801,509  5,705,255 

Equity in earnings of Donegal Financial Services Corporation

   295,000   2,693,962   1,621,605 
  

 

 

  

 

 

  

 

 

 

Total revenues

   812,451,471   771,828,320   739,026,537 
  

 

 

  

 

 

  

 

 

 

Expenses

    

Net losses and loss expenses (includes affiliated reinsurance of $103,218,679, $140,113,591 and $114,865,113 - see note 3)

   506,387,664   576,458,420   487,268,054 

Amortization of deferred policy acquisition costs

   122,443,000   120,964,000   115,065,000 

Other underwriting expenses

   114,561,741   113,270,131   116,538,431 

Policyholder dividends

   8,978,406   5,353,023   5,014,624 

Interest

   1,579,299   2,302,082   1,593,437 

Other, net

   1,420,331   1,717,513   1,432,529 
  

 

 

  

 

 

  

 

 

 

Total expenses

   755,370,441   820,065,169   726,912,075 
  

 

 

  

 

 

  

 

 

 

Income (loss) before income tax expense (benefit)

   57,081,030   (48,236,849  12,114,462 

Income tax expense (benefit) (includes $30,920, ($104,841) and $1,939,787 income tax expense (benefit) from reclassification items)

   9,929,286   (15,476,509  4,998,362 
  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $47,151,744  $(32,760,340 $7,116,100 
  

 

 

  

 

 

  

 

 

 

Basic earnings (loss) per common share:

    

Class A common stock

  $1.68  $(1.18 $0.27 
  

 

 

  

 

 

  

 

 

 

Class B common stock

  $1.51  $(1.09 $0.22 
  

 

 

  

 

 

  

 

 

 

Diluted earnings (loss) per common share:

    

Class A common stock

  $1.67  $(1.18 $0.26 
  

 

 

  

 

 

  

 

 

 

Class B common stock

  $1.51  $(1.09 $0.22 
  

 

 

  

 

 

  

 

 

 

Statements of Comprehensive Income (Loss)

    

Net income (loss)

  $47,151,744  $(32,760,340 $7,116,100 
  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss), net of tax

    

Unrealized gain (loss) on securities:

    

Unrealized holding gain (loss) arising during the period, net of income tax expense (benefit) of $3,947,082, ($1,865,948) and $1,964,385

   14,848,545   (7,019,532  3,811,151 

Reclassification adjustment for (gains) losses included in net income (loss), net of income tax expense (benefit) of $30,920, ($104,841) and $1,939,787

   (116,316  394,403   (3,765,468
  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss)

   14,732,229   (6,625,129  45,683 
  

 

 

  

 

 

  

 

 

 

Comprehensive income (loss)

  $61,883,973  $(39,385,469 $7,161,783 
  

 

 

  

 

 

  

 

 

 

  Years Ended December 31, 
  2021
  2020
  2019
 
Statements of Income         
Revenues         
Net premiums earned (includes affiliated reinsurance of $212,591,341,  $192,861,276 and $204,708,630 - see note 3)
 $776,015,201  $742,040,339  $756,078,400 
Investment income, net of investment expenses  31,125,631   29,504,466   29,514,955 
Installment payment fees  2,416,873   3,063,097   4,134,749 
Lease income  430,800   434,089   443,750 
Net investment gains (includes $382,602, $572,106 and  $147,236 accumulated other comprehensive income reclassification)
  6,477,286   2,777,919   21,984,617 
Equity in earnings of Donegal Financial Services Corporation  0   0   295,000 
Total revenues  816,465,791   777,819,910   812,451,471 
Expenses            
Net losses and loss expenses (includes affiliated reinsurance of $131,367,599, $87,374,791 and $103,218,679 - see note 3)
  520,709,542   459,764,293   506,387,664 
Amortization of deferred policy acquisition costs  128,733,000   119,072,000   122,443,000 
Other underwriting expenses  129,367,893   125,862,651   114,561,741 
Policyholder dividends  5,198,515   7,394,310   8,978,406 
Interest  895,605   1,196,406   1,579,299 
Other, net  1,222,728   1,257,747   1,420,331 
Total expenses  786,127,283   714,547,407   755,370,441 
Income before income tax expense  30,338,508   63,272,503   57,081,030 
Income tax expense (includes $80,346, $120,142 and $30,920 income tax expense from reclassification items)
  5,084,334   10,457,251   9,929,286 
Net income $25,254,174  $52,815,252  $47,151,744 
Basic earnings per common share:            
Class A common stock $0.83  $1.84  $1.68 
Class B common stock $0.74  $1.65  $1.51 
Diluted earnings per common share:            
Class A common stock $0.83  $1.83  $1.67 
Class B common stock $0.74  $1.65  $1.51 
Statements of Comprehensive Income            
Net income $25,254,174  $52,815,252  $47,151,744 
Other comprehensive (loss) income,  net of tax            
Unrealized (loss) gain on securities:            
Unrealized holding (loss) gain arising during the period, net of income tax (benefit) expense of ($2,008,078), $2,944,892 and $3,947,082
  (7,544,805)  11,078,406   14,848,545 
Reclassification adjustment for gains included in net income, net of income tax expense of $80,346, $120,142 and $30,920
  (302,256)  (451,964)  (116,316)
Other comprehensive (loss) income  (7,847,061)  10,626,442   14,732,229 
Comprehensive income $17,407,113  $63,441,694  $61,883,973 

See accompanying notes to consolidated financial statements.

-56-


-65-

Donegal Group Inc.

Consolidated Statements of Stockholders’ Equity

  Common Stock                
  Class A
Shares
  Class B
Shares
  Class A
Amount
  Class B
Amount
  Additional
Paid-In

Capital
  Accumulated
Other
Comprehensive

(Loss) Income
  Retained
Earnings
  Treasury
Stock
  Total
Stockholders’
Equity
 

Balance, January 1, 2017

  24,483,377   5,649,240  $244,834  $56,492  $236,851,709  $(2,254,271 $244,942,913  $(41,226,357 $438,615,320 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Issuance of common stock (stock compensation plans)

  157,085    1,571    2,486,762      2,488,333 

Stock-based compensation

  924,019    9,240    15,462,479      15,471,719 

Net income

        7,116,100    7,116,100 

Cash dividends

        (15,041,051   (15,041,051

Grant of stock options

      600,608    (600,608   —   

Reclassification of tax effects

       (475,687  475,687    —   

Other comprehensive income

       45,683     45,683 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2017

  25,564,481   5,649,240  $255,645  $56,492  $255,401,558  $(2,684,275 $236,893,041  $(41,226,357 $448,696,104 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Issuance of common stock (stock compensation plans)

  174,899    1,749    2,469,220      2,470,969 

Stock-based compensation

  79,961    800    2,853,111      2,853,911 

Net loss

        (32,760,340   (32,760,340

Cash dividends

        (15,765,614   (15,765,614

Grant of stock options

      534,534    (534,534   —   

Reclassification of equity unrealized gains

       (4,918,655  4,918,655    —   

Other comprehensive loss

       (6,625,129    (6,625,129
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2018

  25,819,341   5,649,240  $258,194  $56,492  $261,258,423  $(14,228,059 $192,751,208  $(41,226,357 $398,869,901 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Issuance of common stock (stock compensation plans)

  167,096    1,671    2,225,527      2,227,198 

Stock-based compensation

  217,498    2,175    4,251,665      4,253,840 

Net income

        47,151,744    47,151,744 

Cash dividends

        (16,219,393   (16,219,393

Grant of stock options

      415,986    (415,986   —   

Other comprehensive income

       14,732,229     14,732,229 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2019

  26,203,935   5,649,240  $262,040  $56,492  $268,151,601  $504,170  $223,267,573  $(41,226,357 $451,015,519 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 


  Common Stock  
             
  Class A Shares  Class B Shares  Class A Amount  Class B Amount  Additional Paid-In Capital  Accumulated Other Comprehensive (Loss) Income  Retained Earnings  Treasury Stock  Total Stockholders’ Equity 
Balance, January 1, 2019
  25,819,341   5,649,240  $258,194  $56,492  $261,258,423  $(14,228,059) $192,751,208  $(41,226,357) $398,869,901 
Issuance of common stock (stock compensation plans)  167,096       1,671       2,225,527               2,227,198 
Stock-based       compensation  217,498       2,175       4,251,665               4,253,840 
Net income                          47,151,744       47,151,744 
Cash dividends                          (16,219,393)      (16,219,393)
Grant of stock options                  415,986       (415,986)      0 
Other comprehensive income                      14,732,229           14,732,229 
Balance, December 31, 2019
  26,203,935   5,649,240  $262,040  $56,492  $268,151,601  $504,170  $223,267,573  $(41,226,357) $451,015,519 
Issuance of common stock (stock compensation plans)  153,233       1,532       2,057,504               2,059,036 
Stock-based       compensation  1,294,606       12,946       18,582,085               18,595,031 
Net income                          52,815,252       52,815,252 
Cash dividends                          (17,337,160)      (17,337,160)
Grant of stock options                  358,377       (358,377)      0 
Other comprehensive income                      10,626,442           10,626,442 
Balance, December 31, 2020
  27,651,774   5,649,240  $276,518  $56,492  $289,149,567  $11,130,612  $258,387,288  $(41,226,357) $517,774,120 
Issuance of common stock (stock compensation plans)  157,783       1,578       2,161,142               2,162,720 
Stock-based       compensation  946,646       9,466       13,260,855               13,270,321 
Net income                          25,254,174       25,254,174 
Cash dividends                          (19,578,187)      (19,578,187)
Grant of stock options                  317,917       (317,917)      0 
Other comprehensive loss                      (7,847,061)          (7,847,061)
Balance, December 31, 2021
  28,756,203   5,649,240  $287,562  $56,492  $304,889,481  $3,283,551  $263,745,358  $(41,226,357) $531,036,087 
See accompanying notes to consolidated financial statements.

-57-

-66-

Donegal Group Inc.

Consolidated Statements of Cash Flows

   Years Ended December 31, 
   2019  2018  2017 

Cash Flows from Operating Activities:

    

Net income (loss)

  $47,151,744  $(32,760,340 $7,116,100 
  

 

 

  

 

 

  

 

 

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

    

Depreciation, amortization and othernon-cash items

   5,573,074   6,609,632   6,109,869 

Net investment (gains) losses

   (21,984,617  4,801,509   (5,705,255

Equity in earnings of Donegal Financial Services Corporation

   (295,000  (2,693,962  (1,621,605

Changes in Assets and Liabilities:

    

Losses and loss expenses

   55,008,625   137,993,497   70,007,137 

Unearned premiums

   3,618,879   3,072,065   37,401,313 

Accrued expenses

   3,011,598   (2,591,630  (212,915

Premiums receivable

   (9,030,699  3,704,182   (1,016,765

Deferred policy acquisition costs

   1,330,268   (325,267  (3,980,664

Deferred income taxes

   649,928   (4,179,805  11,889,970 

Reinsurance receivable

   (23,652,403  (45,026,502  (35,314,555

Accrued investment income

   (504,830  (8,078  (257,608

Amounts due to affiliate

   (805,369  3,560,172   16,519,278 

Reinsurance balances payable

   (1,766,109  (233,966  (253,369

Prepaid reinsurance premiums

   (7,095,990  (347,136  (10,777,146

Current income taxes

   19,117,435   (8,097,499  (9,826,855

Other, net

   6,033,243   299,262   (113,482

Dividends received from Donegal Financial Services Corporation

   —     —     1,036,750 
  

 

 

  

 

 

  

 

 

 

Net adjustments

   29,208,033   96,536,474   73,884,098 
  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

   76,359,777   63,776,134   81,000,198 
  

 

 

  

 

 

  

 

 

 

Cash Flows from Investing Activities:

    

Purchases of fixed maturities:

    

Held to maturity

   (96,724,391  (48,969,776  (51,049,152

Available for sale

   (165,989,508  (116,961,667  (138,675,907

Purchases of equity securities

   (20,722,416  (11,303,361  (17,033,093

Sales of fixed maturities:

    

Available for sale

   19,527,658   13,202,367   10,081,785 

Maturity of fixed maturities:

    

Held to maturity

   24,460,749   13,184,665   20,577,326 

Available for sale

   119,113,273   105,266,805   99,544,479 

Sales of equity securities

   40,465,748   13,779,330   20,880,814 

Net purchases of property and equipment

   (149,603  (105,525  (1,090,726

Sale of investment in Donegal Financial Services Corporation

   33,922,773   —     —   

Net sales (purchases) of short-term investments

   2,718,538   (5,698,845  (1,678,908
  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

   (43,377,179  (37,606,007  (58,443,382
  

 

 

  

 

 

  

 

 

 

Cash Flows from Financing Activities:

    

Issuance of common stock

   4,834,514   3,249,849   15,511,457 

Cash dividends paid

   (16,092,643  (15,658,950  (14,822,052

Payments on lines of credit

   (25,000,000  —     (10,000,000

Borrowings under lines of credit

   —     1,000,000   —   
  

 

 

  

 

 

  

 

 

 

Net cash used in financing activities

   (36,258,129  (11,409,101  (9,310,595
  

 

 

  

 

 

  

 

 

 

Net (decrease) increase in cash

   (3,275,531  14,761,026   13,246,221 

Cash at beginning of year

   52,594,461   37,833,435   24,587,214 
  

 

 

  

 

 

  

 

 

 

Cash at end of year

  $49,318,930  $52,594,461  $37,833,435 
  

 

 

  

 

 

  

 

 

 

  Years Ended December 31, 
  2021
  2020
  2019
 
Cash Flows from Operating Activities:         
Net income $25,254,174  $52,815,252  $47,151,744 
Adjustments to reconcile net income to net cash provided by operating activities:            
Depreciation, amortization and other non-cash items  5,837,809   6,721,621   5,573,074 
Net investment gains  (6,477,286)  (2,777,919)  (21,984,617)
Equity in earnings of Donegal Financial Services Corporation  0   0   (295,000)
Changes in Assets and Liabilities:            
Losses and loss expenses  115,612,864   92,333,588   55,008,625 
Unearned premiums  35,768,824   27,042,113   3,618,879 
Accrued expenses  (25,086,539)  661,454   3,011,598 
Premiums receivable  733,752   (3,863,383)  (9,030,699)
Deferred policy acquisition costs  (8,871,415)  127,901   1,330,268 
Deferred income taxes  1,095,306   6,448   649,928 
Reinsurance receivable  (46,502,159)  (41,887,382)  (23,652,403)
Accrued investment income  (278,092)  (870,850)  (504,830)
Amounts due to affiliate  (12,216,212)  224,324   (805,369)
Reinsurance balances payable  712,582   1,117,439   (1,766,109)
Prepaid reinsurance premiums  (7,517,509)  (26,942,566)  (7,095,990)
Current income taxes  (2,201,569)  (3,174,200)  19,117,435 
Other, net  867,438   (399,440)  6,033,243 
Net adjustments  51,477,794   48,319,148   29,208,033 
Net cash provided by operating activities  76,731,968   101,134,400   76,359,777 
Cash Flows from Investing Activities:            
Purchases of fixed maturities:            
Held to maturity  (125,630,220)  (157,048,527)  (96,724,391)
Available for sale  (163,593,018)  (176,500,255)  (165,989,508)
Purchases of equity securities  (25,354,790)  (6,964,092)  (20,722,416)
Sales of fixed maturities:            
Available for sale  6,281,963   22,172,930   19,527,658 
Maturity of fixed maturities:            
Held to maturity  44,211,076   47,448,424   24,460,749 
Available for sale  165,867,395   172,084,542   119,113,273 
Sales of equity securities  26,585,663   6,091,288   40,465,748 
Net sales (purchases) of property and equipment  1,224,806   (89,702)  (149,603)
Sale of investment in Donegal Financial Services Corporation  0   0   33,922,773 
Net sales (purchases) of short-term investments  8,207,814   (6,869,933)  2,718,538 
Net cash used in investing activities  (62,199,311)  (99,675,325)  (43,377,179)
Cash Flows from Financing Activities:            
Issuance of common stock  14,181,702   19,292,324   4,834,514 
Cash dividends paid  (19,099,220)  (16,976,093)  (16,092,643)
Payments on subordinated debentures  (5,000,000)  0   0 
Payments on lines of credit  (50,000,000)  0   (25,000,000)
Borrowings under lines of credit  0   50,000,000   0 
Net cash (used in) provided by financing activities  (59,917,518)  52,316,231   (36,258,129)
Net (decrease) increase in cash  (45,384,861)  53,775,306   (3,275,531)
Cash at beginning of year  103,094,236   49,318,930   52,594,461 
Cash at end of year $57,709,375  $103,094,236  $49,318,930 

See accompanying notes to consolidated financial statements.

-58-


-67-

Donegal Group Inc.

Notes to Consolidated Financial Statements

1 - Summary of Significant Accounting Policies


Organization and Business



Donegal Mutual Insurance Company (“Donegal Mutual”) organized us as an insurance holding company on August 26, 1986. Our insurance subsidiaries, Atlantic States Insurance Company (“Atlantic States”), Southern Insurance Company of Virginia (“Southern”), the Peninsula Insurance Group (“Peninsula”), which consists of Peninsula Indemnity Company and The Peninsula Insurance Company and Michigan Insurance Company (“MICO”), and affiliates write personal and commercial lines of property and casualty coverages exclusively through a network of independent insurance agents in certainMid-Atlantic, Midwestern, New England, Southern and SouthernSouthwestern states. Until March 8, 2019,


At December 31, 2021 we also owned 48.2% of the outstanding stock of Donegal Financial Services Corporation (“DFSC”), a grandfathered unitary savings and loan holding company that owned Union Community Bank (“UCB”), a state savings bank. Donegal Mutual owned the remaining 51.8% of the outstanding stock of DFSC.

We have threehad 3 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 December 31, 2019,2021, Donegal Mutual held approximately 43%41% 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%70% 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, or 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 two companiesunderwriting pool, their insurance business and each company receives an allocated percentagethe underwriting pool, acting through Donegal Mutual, then allocates 80% of the pooled business.business to Atlantic States. Thus, Donegal Mutual and Atlantic States has an 80% share of the underwriting results of the pooled business and Donegal Mutual has a 20% share ofin proportion to their respective participation in the results of the pooled business.

underwriting pool.



In addition, Donegal Mutual has a 100% quota-share reinsurance agreement with Southern Mutual Insurance Company, or Southern Mutual. Donegal Mutual places its assumed business from Southern Mutual into the underwriting pool.



Donegal Mutual completed the merger of Mountain States Mutual Casualty Company, or Mountain States, with and into Donegal Mutual effective May 25, 2017. Donegal Mutual was the surviving company in the merger, and Mountain States’ insurance subsidiaries, Mountain States Indemnity Company and Mountain States Commercial Insurance Company (collectively, the “Mountain States insurance subsidiaries”), became insurance subsidiaries of Donegal Mutual upon completion of the merger. Upon completion of the merger, Donegal Mutual assumed all of the policy obligations of Mountain States and began to market its products together with the Mountain States insurance subsidiaries as the Mountain States Insurance Group in 4 Southwestern states. Donegal Mutual also entered into a 100% quota-share reinsurance agreement with the Mountain States insurance subsidiaries on the merger date. Beginning with policies effective in 2021, Donegal Mutual began to place the business of the Mountain States Insurance Group into the underwriting pool. As a result, our consolidated financial results through December 31, 2020 excluded the results of the Mountain States Insurance Group operations in those Southwestern states.

-68-


We and Donegal Mutual sold Donegal Financial Services Corporation (“DFSC”) to Northwest Bancshares, Inc. (“Northwest”) on March 8, 2019, resulting in proceeds valued at approximately $85.8 million in a combination of cash and Northwest common stock. DFSC was a grandfathered unitary savings and loan holding company that owned Union Community Bank, a state savings bank. Immediately prior to the closing of the merger, DFSC paid a dividend of approximately $29.2 million to us and Donegal Mutual. As the owner of 48.2% of DFSC’s common stock, we received a dividend payment from DFSC of approximately $14.1 million and consideration from Northwest that included a combination of cash in the amount of $20.5 million and Northwest common stock with a fair value at the closing date of $20.9 million. We recorded a gain of $12.7 million from the sale of DFSC in our results of operations during 2019. We sold the Northwest common stock that we received as part of the consideration during 2019. This transaction represented the culmination of a banking strategy that began with the formation of DFSC in 2000.


Effective December 1, 2019, our insurance subsidiaries Le Mars Insurance Company (“Le Mars”) and Sheboygan Falls Insurance Company (“Sheboygan Falls”) merged with and into Atlantic States Insurance Company (the “Mergers”).  As a result of the Mergers, the separate corporate existences of Le Mars and Sheboygan Falls ceased and Atlantic States Insurance Company  (“Atlantic States”) continued as the surviving insurance company. Atlantic States placed the business of Le Mars and Sheboygan Falls, as their policies renewed subsequent to the effective date of the Mergers, 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, asthe underwriting pool homogenizes the risk characteristics of all business that Donegal Mutual and Atlantic States write directly are homogenized withindirectly.  The business Atlantic States derives from the underwriting pool Donegal Mutual and Atlantic States share the underwriting results in proportion to their respective participation in the pool. Pooled business represents the predominanta significant percentage of the net underwriting activity of both Donegal Mutual and Atlantic States.our total consolidated revenues. We refer to Note 3 - Transactions with Affiliates for more information regarding the pooling agreement.

In July 2018, we consolidated the branch office operations of Peninsula into our home office operations to achieve economies of scale and enhance service levels for policyholders of Peninsula. We recorded a restructuring charge for employee termination costs associated with the Peninsula consolidation of approximately $1.9 million and paid approximately $1.5 million of these costs in 2018. We paid approximately $260,000 of these costs in 2019 and had an accrual of approximately $130,000 remaining at December 31, 2019. We entered into a definitive purchase agreement for the sale of Peninsula’s branch office in 2018. The sale was completed in January 2019, and we received net proceeds of $1.2 million. We recorded an impairment charge of $1.1 million in other expenses in 2018 related to this real estate transaction and included the $1.2 million fair value of the real estate we held for sale in other assets at December 31, 2018.

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We and Donegal Mutual sold DFSC to Northwest Bancshares, Inc. (“Northwest”) on March 8, 2019, resulting in proceeds valued at approximately $85.8 million in a combination of cash and Northwest common stock. Immediately prior to the closing of the merger, DFSC paid a dividend of approximately $29.2 million to us and Donegal Mutual. As the owner of 48.2% of DFSC’s common stock, we received a dividend payment from DFSC of approximately $14.1 million and consideration from Northwest that included a combination of cash in the amount of $20.5 million and Northwest common stock with a fair value at the closing date of $20.9 million. We recorded a gain of $12.7 million from the sale of DFSC in our results of operations for the first quarter of 2019. We sold the Northwest common stock that we received as part of the consideration during 2019. This transaction represented the culmination of a banking strategy that began with the formation of DFSC in 2000.

Effective December 1, 2019, our insurance subsidiaries Le Mars Insurance Company (“Le Mars”) and Sheboygan Falls Insurance Company (“Sheboygan Falls”) merged with and into Atlantic States (the “Mergers”). As a result of the Mergers, the separate corporate existences of Le Mars and Sheboygan Falls ceased and Atlantic States continued as the surviving insurance company. Atlantic States will place the business of Le Mars and Sheboygan Falls, as their policies renew subsequent to the effective date of the Mergers, into the underwriting pool.


Basis of Consolidation



Our consolidated financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), include our accounts and those of our wholly owned subsidiaries. We have eliminated all significant inter-company accounts and transactions in consolidation. The terms “we,” “us,” “our” or the “Company” as we use them in the notes to our consolidated financial statements refer to the consolidated entity.


Use of Estimates



In preparing our consolidated financial statements, our management makes estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet and revenues and expenses for the period then ended. Actual results could differ significantly from those estimates.



We make estimates and assumptions that could have a significant effect on amounts and disclosures we report in our consolidated financial statements. The most significant estimates relate to our insurance subsidiaries’ reserves for property and casualty insurance unpaid losses and loss expenses. While we believe our estimates and the estimates of our insurance subsidiaries are appropriate, the ultimate amounts may differ from the estimates provided. We regularly review our methods for making these estimates as well as the continuing appropriateness of the estimated amounts, and we reflect any adjustment we consider necessary in our current results of operations.



Reclassification



We have made certain reclassifications in our prior period financial statements to conform to the current year presentation.


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Investments



We classify our debt securities into the following categories:


Held to Maturity - Debt securities that we have the positive intent and ability to hold to maturity; reported at amortized cost.


Available for Sale - Debt securities not classified as held to maturity; reported at fair value, with unrealized gains and losses excluded from income and reported as a separate component of stockholders’ equity (net of tax effects).



Short-term investments are carried at amortized cost, which approximates fair value.



We make estimates concerning the valuation of our investments and the recognition of other-than-temporary declines in the value of our investments. For equity securities, we measure investments at fair value and beginning January 1, 2018, we recognize changes in fair value in our results of operations. With respect to a 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

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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 an 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. 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 consider the impairment to be other than temporary. We then recognize the amount of the impairment loss related to the credit loss in our results of operations, and we recognize the remaining portion of the impairment loss in our other comprehensive income, net of applicable taxes. 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, company or geographic events that have negatively impacted the value of a security and rating agency downgrades.



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 investment gains and losses using the specific identification method.



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


Fair Values of Financial Instruments



We use the following methods and assumptions in estimating our fair value disclosures:




Investments - We present our investments inavailable-for-sale fixed maturity and equity securities at estimated fair value. The estimated fair value of a security may differ from the amount that we could realize 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 for our fixed maturity and equity investments. We generally obtain two prices per security. The 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 determine if the estimates we obtain are representative of fair values based upon the general knowledge of our investment personnel 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 type and recent trading activity.  Our investment personnel review documentation with respect to the pricing services’ pricing methodology that they obtain periodically to determine if the primary pricing sources, market inputs and pricing frequency for various security types are reasonable. We refer to Note 5 - Fair Value Measurements for more information regarding our methods and assumptions in estimating fair values.


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Cash and Short-Term Investments - The carrying amounts we report in the balance sheet for these instruments approximate their fair values.



Premiums and Reinsurance Receivables and Payables - The carrying amounts we report in the balance sheet for these instruments related to premiums and paid losses and loss expenses approximate their fair values.



Subordinated Debentures - The carrying amounts we report in the balance sheet for these instruments approximate their fair values.



Revenue Recognition



Our insurance subsidiaries recognize insurance premiums as income over the terms of the policies they issue. Our insurance subsidiaries calculate unearned premiums on a dailypro-rata basis.

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Policy Acquisition Costs



We defer our insurance subsidiaries’ policy acquisition costs, consisting primarily of commissions, premium taxes and certain other underwriting costs, reduced by ceding commissions, related directly to the successful acquisition of new or renewal insurance contracts. We amortize these deferred policy acquisition costs over the period in which our insurance subsidiaries earn the premiums. The method we follow in computing deferred policy acquisition costs limits the amount of such deferred costs to their estimated realizable value, which gives effect to the premium to be earned, related investment income, losses and loss expenses and certain other costs we expect to incur as our insurance subsidiaries earn the premium. Estimates in the calculation of policy acquisition costs have not shown material variability because of uncertainties in applying accounting principles or as a result of sensitivities to changes in key assumptions.


Property and Equipment



We report property and equipment at depreciated cost that we compute using the straight-line method based upon estimated useful lives of the assets.


Losses and Loss Expenses



Liabilities for losses and loss expenses are estimates at a given point in time of the amounts an insurer expects to pay with respect to incurred policyholder claims based on facts and circumstances the insurer knows at that point in time. 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. At the time of establishing its estimates, an insurer recognizes that its ultimate liability for losses and loss expenses will exceed or be less than such estimates. Our insurance subsidiaries base their estimates of liabilities for losses and loss expenses on assumptions as to future loss trends, expected claims severity, judicial theories of liability and other factors. However, during the loss adjustment period, our insurance subsidiaries may learn additional facts regarding individual claims, and, consequently, it often becomes necessary for our insurance subsidiaries to refine and adjust their estimates for these liabilities. We reflect any adjustments to the liabilities for losses and loss expenses of our insurance subsidiaries in our consolidated results of operations in the period in which our insurance subsidiaries make adjustments to their estimates.


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Our insurance subsidiaries maintain liabilities for the payment of losses and loss expenses with respect to both reported and unreported claims. Our insurance subsidiaries establish these liabilities for the purpose of covering the ultimate costs of settling all losses, including investigation and litigation costs. Our insurance subsidiaries base the amount of their liability for reported losses primarily upon acase-by-case evaluation of the type of risk involved, knowledge of the circumstances surrounding each claim and the insurance policy provisions relating to the type of loss the policyholder incurred. Our insurance subsidiaries determine the amount of their liability for unreported claims and loss expenses on the basis of historical information by line of insurance. Our insurance subsidiaries account for inflation in the reserving function through analysis of costs and trends and reviews of historical reserving results. Our insurance subsidiaries monitor their liabilities closely and recompute them periodically using new information on reported claims and a variety of statistical techniques. Our insurance subsidiaries do not discount their liabilities for losses and loss expenses.



Reserve estimates can change over time because of unexpected changes in assumptions related to our insurance subsidiaries’ external environment and, to a lesser extent, assumptions related to our insurance subsidiaries’ internal operations. For example, our insurance subsidiaries have experienced an increase in claims severity and a lengthening of the claim settlement periods on bodily injury claims during the past several years. In addition, the COVID-19 pandemic and related government mandates and restrictions resulted in various changes from historical claims reporting and settlement trends during 2020 and resulted in significant increases in loss costs in 2021 due to a number of factors, including supply chain disruption, higher used automobile values, increases in the cost of replacement automobile parts and rising labor rates. These trend changes give rise to greater uncertainty as to the pattern of future loss settlements on bodily injury claims.settlements. Related uncertainties regarding future trends include social inflation, availability and cost of building materials, availability of skilled labor, the rate of plaintiff attorney involvement in claims and the cost of medical technologies and procedures. Assumptions related to our insurance subsidiaries’ external environment include the absence of significant changes in tort law and the legal environment that increase liability exposure, consistency in judicial interpretations of insurance coverage and policy provisions and the rate of loss cost inflation. Internal assumptions include consistency in the recording of premium and loss statistics, consistency in the recording of claims, payment and case reserving methodology, accurate measurement of the impact of rate changes and changes in policy provisions, consistency in the quality and characteristics of business written within a given line of business and consistency in reinsurance coverage and collectability of reinsured losses, among other items.  To the extent our insurance subsidiaries determine that underlying factors impacting their assumptions have changed, our insurance subsidiaries make adjustments in their reserves that they consider appropriate for such changes. Accordingly, our insurance subsidiaries’ ultimate liability for unpaid losses and loss expenses will likely differ from the amount recorded.




Our insurance subsidiaries seek to enhance their underwriting results by carefully selecting the product lines they underwrite. Our insurance subsidiaries’ personal lines products primarily include standard and preferred risks in private passenger automobile and homeowners lines. Our insurance subsidiaries’ commercial lines products primarily include business offices, wholesalers, service providers, contractors, artisans and light manufacturing operations. Our insurance subsidiaries have limited exposure to asbestos and other environmental liabilities. Our insurance subsidiaries write no medical malpractice liability risks.

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Income Taxes



We currently file a consolidated federal income tax return that includes us and our insurance subsidiaries.



We account for income taxes using the asset and liability method. The objective of the asset and liability method is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities at enacted tax rates we expect to be in effect when we realize or settle such amounts.


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Credit Risk



Our objective is to earn competitive returns by investing in a diversified portfolio of securities. Our portfolio of fixed maturity securities and, to a lesser extent, short-term investments is subject to credit risk. We define this risk as the potential loss in fair value resulting from adverse changes in the borrower’s ability to repay its debt to us. We manage this risk by performing an analysis of prospective investments and through regular reviews of our portfolio by our investment personnel. We also limit the amount of our total investment portfolio that we invest in any one security.



Our insurance subsidiaries provide property and liability insurance coverages through independent insurance agencies located throughout their operating areas. Our insurance subsidiaries bill the majority of this business directly to their policyholders, although our insurance subsidiaries bill a portion of their commercial business through their agents, to whom they extend credit in the normal course of business.



Our insurance subsidiaries have reinsurance agreements with Donegal Mutual and with a number of major unaffiliated reinsurers.


Reinsurance Accounting and Reporting



Our insurance subsidiaries rely upon reinsurance agreements to limit their maximum net loss from large single risks or risks in concentrated areas and to increase their capacity to write insurance. Reinsurance does not relieve our insurance subsidiaries from liability to their respective policyholders. To the extent that a reinsurer cannot pay losses for which it is liable under the terms of a reinsurance agreement with one or more of our insurance subsidiaries, our insurance subsidiaries retain continued liability for such losses. However, in an effort to reduce the risk ofnon-payment, our insurance subsidiaries require all of their reinsurers to have an A.M. Best rating ofA- or better or, with respect to foreign reinsurers, to have a financial condition that, in the opinion of our management, is equivalent to a company with an A.M. Best rating ofA- or better. We refer to Note 10 - Reinsurance for more information regarding the reinsurance agreements of our insurance subsidiaries.


Stock-Based Compensation



We measure all share-based payments to our directors and the directors and employees of our subsidiaries and affiliates, including grants of stock options, using a fair-value-based method and record such expense in our results of operations. In determining the expense we record for stock options we grant to our directors and the 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, expected term, dividend yield and expected volatility.




In 2019, 20182021, 2020 and 2017,2019, we realized $64,765, $25,938$438,850, $302,901 and $873,515,$64,765, respectively, in tax benefits upon the exercise of stock options.


Earnings Per Share



We calculate basic earnings per share by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.




We have two classes of common stock, which we refer to as Class A common stock and Class B common stock. Our Class A common stock is entitled to the declaration and payment of cash dividends that are at least 10% higher than those we declare and pay on our Class B common stock. Accordingly, we use thetwo-class method for the computation of earnings per

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common share. Thetwo-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on dividends declared and an allocation of remaining undistributed earnings using a participation percentage that reflects the dividend rights of each class.


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Goodwill and Other Intangible Assets



Goodwill represents the excess of the purchase price over the underlying fair value of acquired entities. When completing acquisitions, we seek also to identify separately identifiable intangible assets that we have acquired. We assess goodwill and intangible assets with an indefinite useful life for impairment annually. We also assess goodwill and other intangible assets for impairment upon the occurrence of certain events. In making our assessment, we consider a number of factors including operating results, business plans, economic projections, anticipated future cash flows and current market data. Inherent uncertainties exist with respect to these factors and to our judgment in applying them when we make our assessment. Impairment of goodwill and other intangible assets could result from changes in economic and operating conditions in future periods.


2 - Impact of New Accounting Standards



In January 2016, the FASB issued guidance that generally requires entities to measure equity investments at fair value and recognize changes in fair value in their results of operations. This guidance also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring entities to perform a qualitative assessment to identify impairment. The FASB issued other disclosure and presentation improvements related to financial instruments within the guidance. The guidance was effective for annual and interim reporting periods beginning after December 15, 2017. As a result of the adoption of this guidance on January 1, 2018, we transferred $4.9 million of net unrealized gains from accumulated other comprehensive income (“AOCI”) to retained earnings. We recognized $8.9 million of unrealized gains and $25,751 of unrealized losses on equity securities held at December 31, 2019 in net investment gains for 2019. We recognized $1.2 million of unrealized gains and $4.4 million of unrealized losses on equity securities held at December 31, 2018 in net investment losses for 2018.

In February 2016, the FASB issued guidance that requires lessees to recognize leases, including operating leases, on the lessee’s balance sheet, unless a lease is considered a short-term lease. This guidance also requires entities to make new judgments to identify leases. The guidance was effective for annual and interim reporting periods beginning after December 15, 2018 and permitted early adoption. Our adoption of this guidance on January 1, 2019 did not have a significant impact on our financial position, results of operations or cash flows.

In January 2017, the FASB issued guidance that simplifies the measurement of goodwill by modifying the goodwill impairment test previous guidance required. The guidance requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize impairment for the amount by which the reporting unit’s carrying amount exceeds its fair value. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019 and permits early adoption. We early adopted this guidance in 2019. The adoption of this guidance did not have a significant impact on our financial position, results of operations or cash flows.

In August 2018, the FASB issued guidance that modifies disclosure requirements related to fair value measurements. The guidance removes the requirements to disclose the amounts of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019 and permits early adoption. We early adopted this guidance in 2019. The adoption of this guidance on January 1, 2019 did not have a significant impact on our financial position, results of operations or cash flows.

In JuneSeptember 2016, the FASB issued guidance that amends 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 delays the effective date for “smaller reporting companies,” as defined in Item 10(f)(1) of RegulationS-K, to annual and interim reporting periods beginning after December 15, 2022 from December 15, 2019. We are a smaller reporting company and are in the process of evaluating the impact of the adoption of this guidance on our financial position, results of operations and cash flows.

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In December 2019, the FASB issued guidance that simplifies accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance was effective January 1, 2021, using the retrospective method or modified retrospective method for certain changes and the prospective method for all other changes, and permits early adoption. Our adoption of this guidance on January 1, 2021 did not have a significant impact on our financial position, results of operations or cash flows.

3 - Transactions with Affiliates



Our insurance subsidiaries conduct business and have various agreements with Donegal Mutual that we describe in the following subparagraphs:


a. Reinsurance Pooling and Other Reinsurance Arrangements



Atlantic States, our largest insurance subsidiary, and Donegal Mutual have a pooling agreement under which both companies contribute substantially all of their direct written business to the pool and receive an allocated percentage of the pooled underwriting results, excluding certain reinsurance Donegal Mutual assumes from our insurance subsidiaries. Beginning with policies effective in 2021, Donegal Mutual began to place the business of the Mountain States Insurance Group into the underwriting pool. In addition, Donegal Mutual has a 100% quota-share reinsurance agreement with Southern Mutual Insurance Company, or Southern Mutual, and Donegal Mutual places its assumed business from Southern Mutual into the underwriting pool. 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. The intent of the pooling agreement is to produce more uniform and stable underwriting results from year to year for each pool participant than they would experience individually and to spread the risk of loss between the participants based on each participant’s relative amount of surplus and relative access to capital. Each participant in the pool has at its disposal the capacity of the entire pool, rather than being limited to policy exposures of a size commensurate with its own capital and surplus.


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The following amounts represent reinsurance Atlantic States ceded to the pool during 2019, 20182021, 2020 and 2017:

   2019   2018   2017 

Premiums earned

  $218,642,984   $212,928,238   $200,752,599 

Losses and loss expenses

   173,238,503    159,495,489    140,015,950 

Prepaid reinsurance premiums

   116,189,929    106,224,424    103,991,861 

Liability for losses and loss expenses

   183,326,589    158,081,925    136,786,070 

2019:

  2021
  2020
  2019
 
Premiums earned $305,729,418  $266,400,636  $218,642,984 
Losses and loss expenses  222,737,225   181,205,743   173,238,503 
Prepaid reinsurance premiums  152,323,262   146,387,565   116,189,929 
Liability for losses and loss expenses  274,033,812   232,540,607   183,326,589 


The following amounts represent reinsurance Atlantic States assumed from the pool during 2019, 20182021, 2020 and 2017:

   2019   2018   2017 

Premiums earned

  $479,835,362   $473,512,781   $451,470,894 

Losses and loss expenses

   309,852,141    335,789,280    289,503,373 

Unearned premiums

   237,106,338    231,958,181    228,988,598 

Liability for losses and loss expenses

   322,658,731    303,546,744    252,263,547 

2019:

  2021
  2020
  2019
 
Premiums earned $573,891,394  $514,172,448  $479,835,362 
Losses and loss expenses  383,455,320   309,315,497   309,852,141 
Unearned premiums  289,976,879   262,004,199   237,106,338 
Liability for losses and loss expenses  455,564,733   377,530,215   322,658,731 


Donegal Mutual and MICO havehad a quota-share reinsurance agreement under which Donegal Mutual assumesassumed 25% of the premiums and losses related to the business of MICO.MICO for policies effective through December 31, 2021. Donegal Mutual and MICO terminated this reinsurance agreement on a run-off basis effective January 1, 2022. Donegal Mutual and Peninsula havehad a quota-share reinsurance agreement under which Donegal Mutual assumesassumed 100% of the premiums and losses related to the workers’ compensation product line of Peninsula in certain states.states for policies effective through December 31, 2021. Donegal Mutual and Peninsula terminated this reinsurance agreement on a run-off basis effective January 1, 2022. Donegal Mutual places its assumed business from MICO and Peninsula into the underwriting pool.



The following amounts represent reinsurance ceded to Donegal Mutual pursuant to these quota-share reinsurance agreements during 2019, 20182021, 2020 and 2017:

   2019   2018   2017 

Premiums earned

  $42,079,112   $42,813,929   $42,578,047 

Losses and loss expenses

   19,617,787    23,175,456    24,978,631 

Prepaid reinsurance premiums

   19,217,849    19,047,084    19,827,115 

Liability for losses and loss expenses

   36,597,834    38,434,078    36,396,109 

In 2019, each2019:

  2021
  2020
  2019
 
Premiums earned $37,996,474  $39,315,398  $42,079,112 
Losses and loss expenses  20,037,608   15,471,037   19,617,787 
Prepaid reinsurance premiums  18,548,821   17,155,909   19,217,849 
Liability for losses and loss expenses  36,659,853   35,306,627   36,597,834 


Each of our insurance subsidiaries had a catastrophe reinsurance agreement with Donegal Mutual that provided coverage under any one catastrophic occurrence above a set retention of $2,000,000, with a combined retention of $5,000,000 for a catastrophe involving a combination of our insurance subsidiaries, up to the amount Donegal Mutual and our insurance subsidiaries retained under catastrophe reinsurance agreements with unaffiliated reinsurers. Through December 31, 2018, Atlantic States, Southern and Le Mars each had a catastrophe reinsurance agreement with Donegal Mutual that provided coverage under any one catastrophic occurrence above a set retention ($2,500,000, $2,000,000 and $1,000,000 for Atlantic States, Southern and Le Mars, respectively, for 2018), with a combined retention of $5,000,000 for a catastrophe involving a

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combination of these subsidiaries, up to the amount Donegal Mutual and our insurance subsidiaries retained under catastrophe reinsurance agreements with unaffiliated reinsurers. The set retention was $2,000,000, $1,500,000 and $750,000 for Atlantic States, Southern and Le Mars, respectively, for 2017. Through December 31, 2018, Donegal Mutual and Southern had an excess of loss reinsurance agreement in which Donegal Mutual assumed up to $500,000 of Southern’s losses in excess of $500,000.



The following amounts represent reinsurance that our insurance subsidiaries ceded to Donegal Mutual pursuant to these reinsurance agreements during 2019, 20182021, 2020 and 2017:

   2019   2018   2017 

Premiums earned

  $14,404,636   $19,190,067   $17,215,273 

Losses and loss expenses

   13,769,736    12,899,927    8,953,411 

Liability for losses and loss expenses

   3,149,907    4,847,176    3,399,207 

2019:

  2021
  2020
  2019
 
Premiums earned $17,574,161  $15,595,138  $14,404,636 
Losses and loss expenses  9,309,624   25,259,527   13,769,736 
Liability for losses and loss expenses  1,658,057   3,812,339   3,149,907 

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The following amounts represent the effect of affiliated reinsurance transactions on net premiums our insurance subsidiaries earned during 2019, 20182021, 2020 and 2017:

   2019   2018   2017 

Assumed

  $479,835,362   $473,512,781   $451,470,623 

Ceded

   (275,126,732   (274,932,234   (260,545,919
  

 

 

   

 

 

   

 

 

 

Net

  $204,708,630   $198,580,547   $190,924,704 
  

 

 

   

 

 

   

 

 

 

2019:


  2021
  2020
  2019 
Assumed $573,891,394  $514,172,448  $479,835,362 
Ceded  (361,300,053)  (321,311,172)  (275,126,732)
Net $212,591,341  $192,861,276  $204,708,630 


The following amounts represent the effect of affiliated reinsurance transactions on net losses and loss expenses our insurance subsidiaries incurred during 2019, 20182021, 2020 and 2017:

   2019   2018   2017 

Assumed

  $309,844,705   $335,684,463   $288,813,105 

Ceded

   (206,626,026   (195,570,872   (173,947,992
  

 

 

   

 

 

   

 

 

 

Net

  $103,218,679   $140,113,591   $114,865,113 
  

 

 

   

 

 

   

 

 

 

2019:

  2021
  2020
  2019
 
Assumed $383,452,056  $309,311,098  $309,844,705 
Ceded  (252,084,457)  (221,936,307)  (206,626,026)
Net $131,367,599  $87,374,791  $103,218,679 

b. Expense Sharing



Donegal Mutual provides facilities, management and other services to us and our insurance subsidiaries. In addition, Donegal Mutual purchases and maintains the information technology systems that support the business of Donegal Mutual and our insurance subsidiaries. Donegal Mutual allocates certain related expenses to Atlantic States in relation to the relative participation of Atlantic States and Donegal Mutual in the pooling agreement. Our insurance subsidiaries other than Atlantic States reimburse Donegal Mutual for allocated costs of services Donegal Mutual provides on their personnelbehalf based on their proportion of the total direct premiums written of the Donegal Insurance Group and other metrics. Donegal Mutual allocates costs related to its development and bear theirmaintenance of information technology systems over the estimated useful life of those systems (generally five years) and charges a proportionate share of information servicesthose costs to our insurance subsidiaries based on their percentage of the total net premiums written premiums of the Donegal Insurance Group. ChargesAllocated expenses from Donegal Mutual for these services it provided to our insurance subsidiaries totaled $186,568,897, $153,941,121 and $134,143,158  $126,153,511for 2021, 2020 and $124,999,7702019, respectively. To enhance process efficiencies, Donegal Mutual paid certain expenses directly in 2021 that our insurance subsidiaries paid directly in 2020, resulting in higher allocations of expenses from Donegal Mutual to our insurance subsidiaries and lower direct expense payments by our insurance subsidiaries in 2021 compared to 2020.


Donegal Mutual is currently in the midst of a multi-year effort to modernize certain of its key technology infrastructure and application systems. Donegal Mutual placed the first and second releases of new systems into service in 2020 and 2021, respectively. Donegal Mutual allocated $5.1 million and $2.8 million of related costs to our insurance subsidiaries in 2021 and 2020, respectively. Donegal Mutual will allocate to our insurance subsidiaries their proportionate share of the remaining $34.3 million of its costs for 2019, 2018the first and 2017, respectively.

second releases over the next five years. Donegal Mutual incurred an additional $3.4 million of deferred costs related to releases under development that were not yet ready for their intended use at December 31, 2021.




Our management believes that the allocation methods Donegal Mutual utilizes are reasonable. In addition, Donegal Mutual and we maintain a coordinating committee that consists of two members of our board of directors, neither of whom is a member of Donegal Mutual’s board of directors, and two members of Donegal Mutual’s board of directors, neither of whom is a member of our board of directors. The purpose of the coordinating committee is to maintain a process for an ongoing evaluation of the fairness of the terms of all transactions between Donegal Mutual and our insurance subsidiaries.


We include in our consolidated balance sheet the net amount of intercompany balances due to or from Donegal Mutual. During 2021, Donegal Mutual and our insurance subsidiaries aligned the timing of monthly settlements of various intercompany balances, including affiliated reinsurance transactions, expenses Donegal Mutual allocates to our insurance subsidiaries, premiums Donegal Mutual collects on behalf of our insurance subsidiaries, and losses and loss expenses Donegal Mutual pays on behalf of our insurance subsidiaries.


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c. Lease Agreement



We lease office equipment with terms ranging from 3 to 10 years to Donegal Mutual under a10-year lease agreement dated January 1, 2011.

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4 - Investments



The amortized cost and estimated fair values of our fixed maturities at December 31, 20192021 and 20182020 are as follows:

   2019 
Held to Maturity  Amortized Cost   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated Fair
Value
 

U.S. Treasury securities and obligations of U.S. government corporations and agencies

  $82,916,052   $1,803,230   $68,560   $84,650,722 

Obligations of states and political subdivisions

   204,634,486    14,236,736    288,174    218,583,048 

Corporate securities

   156,398,001    8,274,912    333,166    164,339,747 

Mortgage-backed securities

   32,145,243    611,641    16,057    32,740,827 
  

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $476,093,782   $24,926,519   $705,957   $500,314,344 
  

 

 

   

 

 

   

 

 

   

 

 

 

   2019 
Available for Sale  Amortized Cost   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated Fair
Value
 

U.S. Treasury securities and obligations of U.S. government corporations and agencies

  $19,302,056   $81,773   $19,370   $19,364,459 

Obligations of states and political subdivisions

   55,162,046    1,641,171    6,929    56,796,288 

Corporate securities

   154,946,586    4,477,035    180,312    159,243,309 

Mortgage-backed securities

   327,428,590    2,856,820    737,663    329,547,747 
  

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $556,839,278   $9,056,799   $944,274   $564,951,803 
  

 

 

   

 

 

   

 

 

   

 

 

 

   2018 
Held to Maturity  Amortized Cost   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated Fair
Value
 

U.S. Treasury securities and obligations of U.S. government corporations and agencies

  $76,222,306   $174,904   $1,086,613   $75,310,597 

Obligations of states and political subdivisions

   159,292,158    8,236,804    704,104    166,824,858 

Corporate securities

   127,010,071    396,197    4,391,451    123,014,817 

Mortgage-backed securities

   40,273,983    64,318    450,277    39,888,024 
  

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $402,798,518   $8,872,223   $6,632,445   $405,038,296 
  

 

 

   

 

 

   

 

 

   

 

 

 

   2018 
Available for Sale  Amortized Cost   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated Fair
Value
 

U.S. Treasury securities and obligations of U.S. government corporations and agencies

  $45,188,053   $25,241   $1,003,365   $44,209,929 

Obligations of states and political subdivisions

   73,760,836    1,762,127    306,994    75,215,969 

Corporate securities

   140,688,937    203,393    3,059,185    137,833,145 

Mortgage-backed securities

   275,474,625    148,967    6,324,331    269,299,261 
  

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $535,112,451   $2,139,728   $10,693,875   $526,558,304 
  

 

 

   

 

 

   

 

 

   

 

 

 


  2021
 
Held to Maturity 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Estimated
Fair Value
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies $89,267,988  $1,922,976  $1,015,040  $90,175,924 
Obligations of states and political subdivisions  371,435,776   17,856,745   948,113   388,344,408 
Corporate securities  191,147,051   11,576,693   772,809   201,950,935 
Mortgage-backed securities  16,253,753   675,944   0   16,929,697 
Totals $668,104,568  $32,032,358  $2,735,962  $697,400,964 

  2021
 
Available for Sale 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Estimated
Fair Value
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies $32,501,080  $144,377  $460,831  $32,184,626 
Obligations of states and political subdivisions  55,458,687   2,002,035   82,631   57,378,091 
Corporate securities  215,668,644   6,817,036   874,405   221,611,275 
Mortgage-backed securities  219,664,635   3,000,806   1,210,418   221,455,023 
Totals $523,293,046  $11,964,254  $2,628,285  $532,629,015 

  2020
 
Held to Maturity 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Estimated
Fair Value
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies $77,435,268  $3,983,890  $223,564  $81,195,594 
Obligations of states and political subdivisions  312,319,238   23,211,483   142,750   335,387,971 
Corporate securities  173,269,560   18,172,244   205,761   191,236,043 
Mortgage-backed securities  23,585,373   1,235,840   0   24,821,213 
Totals $586,609,439  $46,603,457  $572,075  $632,640,821 

  2020
 
Available for Sale 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Estimated
Fair Value
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies $47,511,872  $423,855  $121,015  $47,814,712 
Obligations of states and political subdivisions  66,286,667   2,690,335   11,765   68,965,237 
Corporate securities  202,396,309   10,496,218   184,464   212,708,063 
Mortgage-backed securities  218,763,252   6,901,676   16,923   225,648,005 
Totals $534,958,100  $20,512,084  $334,167  $555,136,017 


At December 31, 2019,2021, our holdings of obligations of states and political subdivisions included general obligation bonds with an aggregate fair value of $182.0 $284.9million and an amortized cost of $172.3$272.7 million. Our holdings also included special revenue bonds with an aggregate fair value of $93.4$160.8 million and an amortized cost of $87.5$154.2 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, 2019.2021. Education bonds and water and sewer utility bonds represented 44%48% and 35%, respectively, of our total investments in special revenue bonds based on their carrying values at December 31, 2019.2021. Many of the issuers of the special revenue bonds we held at December 31, 20192021 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.

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At December 31, 2018,2020, our holdings of obligations of states and political subdivisions included general obligation bonds with an aggregate fair value of $157.7 $263.6million and an amortized cost of $152.2$247.5 million. Our holdings also included special revenue bonds with an aggregate fair value of $84.3$140.8 million and an amortized cost of $80.9$131.1 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, 2018.2020. Education bonds and water and sewer utility bonds represented 49%44% and 29%39%, respectively, of our total investments in special revenue bonds based on their carrying values at December 31, 2018.2020. Many of the issuers of the special revenue bonds we held at December 31, 20182020 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 income 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 will amortizeare 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. During 2019, weWe recorded amortization of $897,073, $1.4 million and $1.2 million in other comprehensive income.income in 2021, 2020 and 2019, respectively. At December 31, 20192021 and 2018,2020, net unrealized losses of $7.5$5.2 million and $8.6$6.1 million, respectively, remained within accumulated other comprehensive loss.

income.



We set forth below the amortized cost and estimated fair value of fixed maturities at December 31, 20192021 by contractual maturity. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

   Amortized Cost   Estimated Fair
Value
 

Held to maturity

    

Due in one year or less

  $16,132,891   $16,205,362 

Due after one year through five years

   73,727,277    76,542,800 

Due after five years through ten years

   182,428,771    191,642,042 

Due after ten years

   171,659,600    183,183,313 

Mortgage-backed securities

   32,145,243    32,740,827 
  

 

 

   

 

 

 

Total held to maturity

  $476,093,782   $500,314,344 
  

 

 

   

 

 

 

Available for sale

    

Due in one year or less

  $12,943,726   $13,075,792 

Due after one year through five years

   89,684,400    91,992,458 

Due after five years through ten years

   112,308,452    115,407,525 

Due after ten years

   14,474,110    14,928,281 

Mortgage-backed securities

   327,428,590    329,547,747 
  

 

 

   

 

 

 

Total available for sale

  $556,839,278   $564,951,803 
  

 

 

   

 

 

 

  Amortized Cost  
Estimated
Fair Value
 
Held to maturity      
Due in one year or less $29,359,965  $30,170,296 
Due after one year through five years  84,797,619   89,011,185 
Due after five years through ten years  229,972,129   238,657,219 
Due after ten years  307,721,102   322,632,567 
Mortgage-backed securities  16,253,753   16,929,697 
Total held to maturity $668,104,568  $697,400,964 
Available for sale        
Due in one year or less $19,157,465  $19,411,213 
Due after one year through five years  124,209,793   128,340,492 
Due after five years through ten years  130,046,327   132,293,644 
Due after ten years  30,214,826   31,128,643 
Mortgage-backed securities  219,664,635   221,455,023 
Total available for sale $523,293,046  $532,629,015 


The cost and estimated fair values of our equity securities at December 31, 20192021 were as follows:

   Cost   Gross Gains   Gross Losses   Estimated Fair
Value
 

Equity securities

  $43,419,136   $12,179,912   $121,492   $55,477,556 

  Cost  Gross Gains  Gross Losses  
Estimated
Fair Value
 
    
Equity securities $43,262,577  $20,413,667  $256,271  $63,419,973 

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The cost and estimated fair values of our equity securities at December 31, 20182020 were as follows:

   Cost   Gross Gains   Gross Losses   Estimated Fair
Value
 

Equity securities

  $40,942,716   $4,817,917   $2,093,624   $43,667,009 

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  Cost  Gross Gains  Gross Losses  
Estimated
Fair Value
 
    
Equity securities $42,409,750  $17,103,055  $956,632  $58,556,173 


The amortized cost of fixed maturities on deposit with various regulatory authorities at December 31, 20192021 and 20182020 amounted to $8,330,651 $8,852,886and $8,795,334,$9,114,791, respectively.



We derived net investment income, consisting primarily of interest and dividends, from the following sources:

   2019   2018   2017 

Fixed maturities

  $29,969,774   $27,733,555   $26,143,924 

Equity securities

   1,268,056    1,264,120    999,335 

Short-term investments

   1,243,104    795,522    407,580 

Other

   29,251    29,450    33,316 
  

 

 

   

 

 

   

 

 

 

Investment income

   32,510,185    29,822,647    27,584,155 

Investment expenses

   (2,995,230   (2,914,991   (4,056,851
  

 

 

   

 

 

   

 

 

 

Net investment income

  $29,514,955   $26,907,656   $23,527,304 
  

 

 

   

 

 

   

 

 

 

  2021
  2020
  2019
 
Fixed maturities $32,343,878  $30,750,231  $29,969,774 
Equity securities  1,437,948   1,386,343   1,268,056 
Short-term investments  321,117   427,392   1,243,104 
Other  29,250   29,250   29,251 
Investment income  34,132,193   32,593,216   32,510,185 
Investment expenses  (3,006,562)  (3,088,750)  (2,995,230)
Net investment income $31,125,631  $29,504,466  $29,514,955 


We present below gross gains and losses from investments including those we classified as held to maturity, and the change in the difference between fair value and cost of investments:

   2019   2018   2017 

Gross gains:

      

Fixed maturities

  $470,983   $131,660   $168,855 

Equity securities

   10,471,285    1,890,762    6,197,253 

Investment in affiliate

   12,662,147     
  

 

 

   

 

 

   

 

 

 
   23,604,415    2,022,422    6,366,108 
  

 

 

   

 

 

   

 

 

 

Gross losses:

      

Fixed maturities

   323,746    630,904    98,723 

Equity securities

   1,296,052    6,193,027    562,130 
  

 

 

   

 

 

   

 

 

 
   1,619,798    6,823,931    660,853 
  

 

 

   

 

 

   

 

 

 

Net investment gains (losses)

  $21,984,617   $(4,801,509  $5,705,255 
  

 

 

   

 

 

   

 

 

 

Change in difference between fair value and cost of investments:

      

Fixed maturities

  $38,647,456   $(20,641,433  $2,335,578 

Equity securities

   9,334,127    (3,501,853   1,569,999 
  

 

 

   

 

 

   

 

 

 

Totals

  $47,981,583   $(24,143,286  $3,905,577 
  

 

 

   

 

 

   

 

 

 

We recognized $8.9 million of unrealized gains and $25,751 of unrealized losses on equity securities held at December 31, 2019 in net investment gains for 2019. We recognized $1.2 million of unrealized gains and $4.4 million of unrealized losses on equity securities held at December 31, 2018 in net investment losses for 2018.

  2021
  2020
  2019
 
Gross realized gains:         
Fixed maturities $676,724  $818,350  $470,983 
Equity securities  1,430,465   106,075   1,546,598 
Investment in affiliate  0   0   12,662,147 
   2,107,189   924,425   14,679,728 
Gross realized losses:            
Fixed maturities  294,126   246,243   323,746 
Equity securities  462,335   3,555,304   1,270,301 
   756,461   3,801,547   1,594,047 
Net realized gains (losses)  1,350,728   (2,877,122)  13,085,681 
Gross unrealized gains on equity securities  5,627,949   8,426,806   8,924,687 
Gross unrealized losses on equity securities  (501,391)  (2,771,765)  (25,751)
Net investment gains $6,477,286  $2,777,919  $21,984,617 
             
Change in difference between fair value and cost of investments:            
Fixed maturities $(27,576,934) $33,876,212  $38,647,456 
Equity securities  4,010,973   4,088,003   9,334,127 
Totals $(23,565,961) $37,964,215  $47,981,583 

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We held fixed maturities with unrealized losses representing declines that we considered temporary at December 31, 20192021 as follows:

   Less than 12 months   12 months or longer 
   Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
 

U.S. Treasury securities and obligations of U.S. government corporations and agencies

  $7,461,245   $45,688   $5,394,735   $42,242 

Obligations of states and political subdivisions

   23,339,340    293,516    2,326,813    1,587 

Corporate securities

   19,362,346    263,280    18,803,546    250,198 

Mortgage-backed securities

   28,507,123    55,729    74,088,769    697,991 
  

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $78,670,054   $658,213   $100,613,863   $992,018 
  

 

 

   

 

 

   

 

 

   

 

 

 

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  Less than 12 months  12 months or longer 
  Fair Value  Unrealized Losses  Fair Value  Unrealized Losses 
U.S. Treasury securities and obligations of U.S. government corporations and agencies $27,691,051  $412,055  $28,426,248  $1,063,816 
Obligations of states and political subdivisions  56,654,480   899,139   7,090,499   131,605 
Corporate securities  92,736,747   1,609,931   1,462,717   37,283 
Mortgage-backed securities  90,006,234   1,128,197   2,361,232   82,221 
Totals $267,088,512  $4,049,322  $39,340,696  $1,314,925 


We held fixed maturities with unrealized losses representing declines that we considered temporary at December 31, 20182020 as follows:

   Less than 12 months   12 months or longer 
   Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
 

U.S. Treasury securities and obligations of U.S. government corporations and agencies

  $26,342,398   $165,774   $54,900,027   $1,924,204 

Obligations of states and political subdivisions

   28,321,962    477,357    21,559,520    533,741 

Corporate securities

   149,269,854    4,482,870    59,396,885    2,967,766 

Mortgage-backed securities

   82,593,454    912,616    181,379,875    5,861,992 
  

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $286,527,668   $6,038,617   $317,236,307   $11,287,703 
  

 

 

   

 

 

   

 

 

   

 

 

 

  Less than 12 months  12 months or longer 
  Fair Value  Unrealized Losses  Fair Value  Unrealized Losses 
U.S. Treasury securities and obligations of U.S. government corporations and agencies $29,144,224  $344,579  $0  $0 
Obligations of states and political subdivisions  9,361,435   154,515   0   0 
Corporate securities  26,142,933   114,606   8,229,646   275,619 
Mortgage-backed securities  3,091,272   15,425   236,560   1,498 
Totals $67,739,864  $629,125  $8,466,206  $277,117 


We make estimates concerning the valuation of our investments and the recognition of other-than-temporary declines in the value of our investments. For equity securities, we measure investments at fair value, and beginning January 1, 2018, we recognize changes in fair value in our results of operations. With respect to a 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 an 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. 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 consider the impairment to be other than temporary. We then recognize the amount of the impairment loss related to the credit loss in our results of operations, and we recognize the remaining portion of the impairment loss in our other comprehensive income, net of applicable taxes. 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, company or geographic events that have negatively impacted the value of a security and rating agency downgrades. We held 136150 debt securities that were in an unrealized loss position at December 31, 2019.2021. 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 did not0t recognize any impairment losses in 2019, 20182021, 2020 or 2017.2019. We had no0 sales or transfers from our held to maturity portfolio in 2019, 20182021, 2020 or 2017.2019. We had no0 derivative instruments or hedging activities during 2019, 20182021, 2020 or 2017.

2019.


5 - Fair Value Measurements



We account for financial assets using a framework that establishes a hierarchy that ranks the quality and reliability of inputs, or assumptions, used 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.


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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. 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 inavailable-for-sale fixed maturity and equity securities at estimated fair value. The estimated fair value of a security may differ from the amount that we could realize if we sold the security in a forced transaction. In

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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. The 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 determine if the estimates we obtain are representative of fair values based upon the general knowledge of the market of our investment personnel, 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 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 type and recent trading activity. Our investment personnel review documentation with respect to the pricing services’ pricing methodology that they obtain periodically to determine if the primary pricing sources, market inputs and pricing frequency for various security types are reasonable. At December 31, 2019,2021, 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 December 31, 2019,2021, we did not identify any material discrepancies, and we did not make any adjustments to the estimates the pricing services provided.



We present our cash and short-term investments at estimated fair value. The carrying values in our balance sheet for premium receivables, and reinsurance receivables and payables for premiums andrelated to paid losses and loss expenses and reinsurance balances payable approximate their fair values. The carrying amounts reported in the balance sheet for our subordinated debentures and borrowings under lines of credit approximate their fair values. We classify these items as Level 3.



We evaluate our assets and liabilities on a regular basis to determine the appropriate level at which to classify them for each reporting period. Based on our review of the methodology and summary of inputs the pricing services use, we have concluded that our Level 1 and Level 2 investments were classified properly at December 31, 20192021 and 2018.

2020.


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The following table presents our fair value measurements for our investments inavailable-for-sale fixed maturity and equity securities at December 31, 2019:

   Fair Value Measurements Using 
   Fair Value   Quoted 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

  $19,364,459   $—     $19,364,459   $—   

Obligations of states and political subdivisions

   56,796,288    —      56,796,288    —   

Corporate securities

   159,243,309    —      159,243,309    —   

Mortgage-backed securities

   329,547,747    —      329,547,747    —   

Equity securities

   55,477,556    53,124,368    2,353,188    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investments in the fair value hierarchy

  $620,429,359   $53,124,368   $567,304,991   $—   
  

 

 

   

 

 

   

 

 

   

 

 

 

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2021:

  Fair Value Measurements Using 
  Fair Value  
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  
Significant
Other Observable
Inputs (Level 2)
  
Significant
Unobservable
Inputs (Level 3)
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies $32,184,626  $0  $32,184,626  $0 
Obligations of states and political subdivisions  57,378,091   0   57,378,091   0 
Corporate securities  221,611,275   0   221,611,275   0 
Mortgage-backed securities  221,455,023   0   221,455,023   0 
Equity securities  63,419,973   61,130,385   2,289,588   0 
Total investments in the fair value hierarchy $596,048,988  $61,130,385  $534,918,603  $0 

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The following table presents our fair value measurements for our investments inavailable-for-sale fixed maturity and equity securities at December 31, 2018:

   Fair Value Measurements Using 
   Fair Value   Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
   Significant
Other
Observable
Inputs (Level 2)
   Significant
Unobservable
Inputs (Level 3)
 

U.S. Treasury securities and obligations of U.S. government corporations and agencies

  $44,209,929   $—     $44,209,929   $—   

Obligations of states and political subdivisions

   75,215,969    —      75,215,969    —   

Corporate securities

   137,833,145    —      137,833,145    —   

Mortgage-backed securities

   269,299,261    —      269,299,261    —   

Equity securities

   30,674,835    28,351,110    2,323,725    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investments in the fair value hierarchy

   557,233,139    28,351,110    528,882,029    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Investment measured at net asset value

   12,992,174    —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $570,225,313   $28,351,110   $528,882,029   $—   
  

 

 

   

 

 

   

 

 

   

 

 

 

2020:

  Fair Value Measurements Using 
  Fair Value  
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  
Significant
Other Observable
Inputs (Level 2)
  
Significant
Unobservable
Inputs (Level 3)
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies $47,814,712  $0  $47,814,712  $0 
Obligations of states and political subdivisions  68,965,237   0   68,965,237   0 
Corporate securities  212,708,063   0   212,708,063   0 
Mortgage-backed securities  225,648,005   0   225,648,005   0 
Equity securities  58,556,173   54,152,085   4,404,088   0 
Total investments in the fair value hierarchy $613,692,190  $54,152,085  $559,540,105  $0 

6 - Deferred Policy Acquisition Costs



Changes in our insurance subsidiaries’ deferred policy acquisition costs are as follows:

   2019   2018   2017 

Balance, January 1

  $60,615,127   $60,289,860   $56,309,196 

Acquisition costs deferred

   121,112,732    121,289,267    119,045,664 

Amortization charged to earnings

   (122,443,000   (120,964,000   (115,065,000
  

 

 

   

 

 

   

 

 

 

Balance, December 31

  $59,284,859   $60,615,127   $60,289,860 
  

 

 

   

 

 

   

 

 

 

  2021
  2020
  2019
 
Balance, January 1 $59,156,958  $59,284,859  $60,615,127 
Acquisition costs deferred  137,604,415   118,944,099   121,112,732 
Amortization charged to earnings  (128,733,000)  (119,072,000)  (122,443,000)
Balance, December 31 $68,028,373  $59,156,958  $59,284,859 

7 - Property and Equipment



Property and equipment at December 31, 20192021 and 20182020 consisted of the following:

   2019   2018   Estimated Useful
Life
 

Office equipment

  $8,660,163   $10,049,884    3-15 years 

Automobiles

   301,119    448,015    5 years 

Real estate

   4,977,813    4,977,813    5-50 years 

Software

   2,065,927    2,843,782    5 years 
  

 

 

   

 

 

   
   16,005,022    18,319,494   

Accumulated depreciation

   (11,446,950   (13,628,790  
  

 

 

   

 

 

   
  $4,558,072   $4,690,704   
  

 

 

   

 

 

   

  2021
  2020
 
Estimated
Useful Life
 
Office equipment $8,382,877  $8,809,344 3-15 years 
Automobiles  322,703   301,119 5 years
 
Real estate  2,575,207   4,921,056 5-50 years 
Software  1,386,936   2,065,927 5 years
 
   12,667,723   16,097,446   
Accumulated depreciation  (9,710,793)  (11,707,069)  
  $2,956,930  $4,390,377   


Depreciation expense for 2019, 20182021, 2020 and 20172019 amounted to $208,641, $257,397 and $282,235, $479,550 and $478,800, respectively.

The reduction in real estate held at December 31, 2021 reflects the sale of several branch office facilities during 2021.


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8 - Liability for Losses and Loss Expenses



The establishment of an appropriate liability for losses and loss expenses is an inherently uncertain process, and we can provide no assurance that our insurance subsidiaries’ ultimate liability 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 estimates have exceeded their actual liabilities. Changes in our insurance subsidiaries’ estimate of their liability for losses and loss expenses generally reflect actual payments and their evaluation of information received since the prior reporting date.

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

   2019   2018   2017 

Balance at January 1

  $814,665,224   $676,671,727   $606,664,590 

Less reinsurance recoverable

   (339,267,525   (293,271,257   (259,147,147
  

 

 

   

 

 

   

 

 

 

Net balance at January 1

   475,397,699    383,400,470    347,517,443 
  

 

 

   

 

 

   

 

 

 

Incurred related to:

      

Current year

   519,319,941    540,826,810    480,646,641 

Prior years

   (12,932,277   35,631,610    6,621,413 
  

 

 

   

 

 

   

 

 

 

Total incurred

   506,387,664    576,458,420    487,268,054 
  

 

 

   

 

 

   

 

 

 

Paid related to:

      

Current year

   278,923,614    308,578,285    288,379,600 

Prior years

   195,956,327    175,882,906    163,005,427 
  

 

 

   

 

 

   

 

 

 

Total paid

   474,879,941    484,461,191    451,385,027 
  

 

 

   

 

 

   

 

 

 

Net balance at December 31

   506,905,422    475,397,699    383,400,470 

Plus reinsurance recoverable

   362,768,427    339,267,525    293,271,257 
  

 

 

   

 

 

   

 

 

 

Balance at December 31

  $869,673,849   $814,665,224   $676,671,727 
  

 

 

   

 

 

   

 

 

 

  2021
  2020
  2019
 
Balance at January 1 $962,007,437  $869,673,849  $814,665,224 
Less reinsurance recoverable  (404,818,480)  (362,768,427)  (339,267,525)
Net balance at January 1  557,188,957   506,905,422   475,397,699 
Incurred related to:            
Current year  551,917,571   472,709,060   519,319,941 
Prior years  (31,208,029)  (12,944,767)  (12,932,277)
Total incurred  520,709,542   459,764,293   506,387,664 
Paid related to:            
Current year  269,316,762   236,984,291   278,923,614 
Prior years  182,222,742   172,496,467   195,956,327 
Total paid  451,539,504   409,480,758   474,879,941 
Net balance at December 31  626,358,995   557,188,957   506,905,422 
Plus reinsurance recoverable  451,261,306   404,818,480   362,768,427 
Balance at December 31 $1,077,620,301  $962,007,437  $869,673,849 


Our insurance subsidiaries recognized a (decrease) increasedecrease in their liability for losses and loss expenses of prior years of ($12.9 million), $35.6$31.2 million, $12.9 million and $6.6$12.9 million in 2019, 20182021, 2020 and 2017,2019, 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 2021 development represented 5.6% of the December 31, 2020 net carried reserves and resulted primarily from lower-than-expected loss emergence in the personal automobile, workers’ compensation and commercial automobile lines of business for accident years prior to 2021. The majority of the 2021 development related to decreases in the liability for losses and loss expenses of prior years for Atlantic States and MICO. The 2020 development represented 2.6% of the December 31, 2019 net carried reserves and resulted primarily from lower-than-expected severity in the workers’ compensation and personal automobile lines of business, partially offset by higher-than-expected severity in the commercial automobile and commercial multi-peril lines of business, for accident years prior to 2020. The majority of the 2020 development related to decreases in the liability for losses and loss expenses of prior years for Atlantic States and MICO. The 2019 development represented 2.7% of the December 31, 2018 net carried reserves and resulted primarily from lower-than-expected severity in the workers’ compensation line of business, partially offset by higher-than-expected severity in the commercial automobile and commercial multi-peril lines of business, for accident years prior to 2019. The majority of the 2019 development related to decreases in the liability for losses and loss expenses of prior years for Atlantic States and MICO. The 2018 development represented 9.3% of the December 31, 2017 net carried reserves and resulted primarily from higher-than-expected severity in the commercial multi-peril, personal automobile and commercial automobile lines of business, offset by lower-than-expected severity in the workers’ compensation line of business, for accident years prior to 2018. The majority of the 2018 development related to increases in the liability for losses and loss expenses of prior years for Atlantic States and Southern. During 2018, our insurance subsidiaries received new information on previously-reported commercial automobile and personal automobile claims that led our insurance subsidiaries to conclude that their prior actuarial assumptions did not fully anticipate recent changes in severity and reporting trends. Our insurance subsidiaries have encountered increasing difficulties in projecting the ultimate severity of automobile losses over recent accident years, which our insurance subsidiaries attribute to worsening litigation trends and an increased delay in the reporting to our insurance subsidiaries of information with respect to the severity of claims. As a result, our insurance subsidiaries’ actuaries increased their projections of the ultimate cost of our insurance subsidiaries’ prior-year personal automobile and commercial automobile losses, and our insurance subsidiaries added $17.7 million to their reserves for personal automobile and $20.8 million to their reserves for commercial automobile for accident years prior to 2018. The 2017 development represented 1.9% of the December 31, 2016 net carried reserves and resulted primarily from higher-than-expected severity in the commercial multi-peril, personal automobile and commercial automobile lines of business, offset by lower-than-expected severity in the workers’ compensation line of business, for accident years prior to 2017. The majority of the 2017 development related to increases in the liability for losses and loss expenses of prior years for Atlantic States and Peninsula.


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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 our insurance subsidiaries’ material lines of business 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, our insurance subsidiaries’ IBNR reserves 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 2019.

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2021.




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 ana priori,” or expected, 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, 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.method from which the actuaries select loss development factor assumptions. The actuaries base their selection of a point estimate on a judgmental weighting of 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 or 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 on 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 accurately predict loss frequency 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. For purposes of the claim development tables we present below, our insurance subsidiaries count claims on policies they issue even if they eventually close such claims without making a loss payment. Claims our insurance subsidiaries close without making a loss payment typically generate loss expenses. The methods our insurance subsidiaries have used to summarize claim counts have not changed significantly over the time periods we report in the tables below.



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The following tables present information about incurred and paid claims development as of December 31, 2019,2021, net of reinsurance, as well as cumulative claim frequency and the total of IBNR reserves plus expected development on reported claims that our insurance subsidiaries included within their net incurred claims amounts. The tables include unaudited information about incurred and paid claims development for the years ended December 31, 20102012 through 2018,2020, which we present as supplementary information.

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Personal Automobile    At December 31, 2021 
  
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
       
Accident Year 2012  2013  2014  2015  2016  2017  2018  2019  2020  2021  Total IBNR Plus Expected Development on Reported Claims  Cumulative Number of Reported Claims 
  Unaudited          
(dollars and reported claims in thousands)                            
2012 $130,415  $133,201  $135,592  $136,493  $136,552  $136,463  $136,141  $136,677  $136,648  $136,542  $98   69 
2013      124,965   130,737   131,594   132,643   132,604   132,934   132,853   132,690   132,787   106   66 
2014          124,426   124,806   124,210   126,200   126,779   126,734   126,861   126,977   131   71 
2015              137,569   139,333   139,181   142,493   142,408   142,073   142,010   293   70 
2016                  150,216   153,937   157,516   157,943   156,935   156,436   728   73 
2017                      166,690   127,728   175,939   174,784   173,730   1,328   79 
2018                          186,580   183,358   181,558   180,787   3,069   81 
2019                              161,056   157,689   156,300   5,151   68 
2020                                  111,483   103,585   7,372   43 
2021                                      119,364   20,654   45 
                                  Total  $1,428,518         

Personal Automobile                              
  Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
 
Accident Year 2012  2013  2014  2015  2016  2017  2018  2019  2020  2021 
  Unaudited    
(in thousands)                            
2012 $87,517  $111,941  $124,652  $130,862  $133,428  $134,581  $135,132  $136,137  $136,165  $136,186 
2013      84,241   109,051   120,118   125,946   130,026   131,326   131,642   132,215   132,300 
2014          85,377   104,736   114,893   120,491   123,815   124,926   125,619   125,762 
2015              93,611   116,303   128,395   135,027   139,121   140,028   140,892 
2016                  102,433   129,507   143,321   151,159   153,521   154,769 
2017                      111,964   142,372   159,879   166,099   169,190 
2018                          115,585   150,175   163,036   169,651 
2019                              103,101   127,187   141,004 
2020                                  66,084   81,783 
2021                                      76,477 
                                  Total   1,328,014 
          All outstanding liabilities before 2012, net of reinsurance   925 
          Liabilities for claims and claims adjustment expenses, net of reinsurance  $101,429 

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Personal

Automobile

                                          At December 31, 2019 
   

Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

For the Year Ended December 31,

         

Accident

Year        

  2010   2011   2012   2013   2014   2015   2016   2017   2018   2019   Total IBNR
Plus
Expected
Development
on Reported
Claims
   Cumulative
Number of
Reported
Claims
 
   Unaudited             
(dollars and reported claims in thousands)     

2010

  $117,967   $117,552   $118,562   $118,876   $118,916   $118,587   $118,385   $118,289   $118,314   $118,294   $27    70 

2011

     127,929    131,678    132,987    133,229    133,617    133,218    133,145    133,142    133,207    73    75 

2012

       130,415    133,201    135,592    136,493    136,552    136,463    136,141    136,677    215    69 

2013

         124,965    130,737    131,594    132,643    132,604    132,934    132,853    175    66 

2014

           124,426    124,806    124,210    126,200    126,779    126,734    264    71 

2015

             137,596    139,333    139,181    142,493    142,408    732    70 

2016

               150,216    153,937    157,516    157,943    2,372    73 

2017

                 166,690    176,728    175,939    4,884    79 

2018

                   186,580    183,358    10,675    80 

2019

                     161,056    28,339    66 
                    

 

 

     
                   Total   $1,468,469     
                    

 

 

     

Personal

Automobile

                                        
   

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

For the Year Ended December 31,

 

Accident

Year        

  2010   2011   2012   2013   2014   2015   2016   2017   2018   2019 
   Unaudited     
(in thousands)                                        

2010

  $75,889   $96,749   $107,662   $113,243   $116,748   $117,812   $117,978   $118,054   $118,093   $118,119 

2011

     87,191    110,249    121,621    127,545    131,319    132,479    132,714    132,777    132,835 

2012

       87,517    111,941    124,652    130,862    133,428    134,581    135,132    136,137 

2013

         84,241    109,051    120,118    125,946    130,026    131,326    131,642 

2014

           85,377    104,736    114,893    120,491    123,815    124,926 

2015

             93,611    116,303    128,395    135,027    139,121 

2016

               102,433    129,507    143,321    151,159 

2017

                 111,964    142,372    159,879 

2018

                   115,585    150,175 

2019

                     103,101 
                    

 

 

 
                   Total    1,347,094 
       All outstanding liabilities before 2010, net of reinsurance    719 
        

 

 

 
       Liabilities for claims and claims adjustment expenses, net of reinsurance   $122,094 
        

 

 

 

-75-

Index

Homeowners    At December 31, 2021 
  
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
       
Accident Year 2012  2013  2014  2015  2016  2017  2018  2019  2020  2021  Total IBNR Plus Expected Development on Reported Claims  Cumulative Number of Reported Claims 
  Unaudited          
(dollars and reported claims in thousands)                            
2012 $53,962  $54,794  $54,468  $54,351  $54,281  $54,381  $54,523  $54,537  $54,548  $54,556  $0   18 
2013      50,887   51,121   51,122   50,874   50,988   50,971   51,008   51,064   51,053   0   13 
2014          56,916   58,378   57,680   57,332   57,288   57,402   57,367   57,371   0   16 
2015              63,359   63,925   63,053   63,071   63,099   62,993   63,043   19   13 
2016                  62,443   64,064   63,735   63,355   63,279   63,409   12   12 
2017                      79,283   79,911   79,305   79,247   79,065   144   17 
2018                          81,965   83,385   82,905   82,566   538   18 
2019                              73,294   73,554   73,234   912   16 
2020                                  61,633   62,718   1,567   13 
2021                                      67,677   6,208   11 
                                  Total  $654,692         

Homeowners                              
  
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
 
Accident Year 2012  2013  2014  2015  2016  2017  2018  2019  2020  2021 
  Unaudited    
(in thousands)                            
2012 $46,566  $53,619  $54,028  $54,298  $54,317  $54,356  $54,557  $54,557  $54,553  $54,560 
2013      40,949   49,410   50,210   50,478   51,043   50,902   50,967   50,965   50,955 
2014          45,823   56,255   56,990   57,195   56,995   57,243   57,336   57,339 
2015              51,885   61,542   62,204   62,590   62,844   62,943   62,936 
2016                  50,125   61,145   62,760   63,144   63,162   63,217 
2017                      67,077   77,663   78,006   78,127   78,454 
2018                          70,385   79,892   80,905   81,464 
2019                              58,074   69,145   70,416 
2020                                  51,226   60,348 
2021                                      52,161 
                                  Total   631,850 
          All outstanding liabilities before 2012, net of reinsurance   118 
          Liabilities for claims and claims adjustment expenses, net of reinsurance  $22,960 

-88-

Homeowners

                                          At December 31, 2019 
   

Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

For the Year Ended December 31,

        

Accident

Year

  2010   2011   2012   2013   2014   2015   2016   2017   2018   2019   Total IBNR
Plus
Expected
Development
on Reported
Claims
  Cumulative
Number of
Reported
Claims
 
   Unaudited            
(dollars and reported claims in thousands)    

2010

  $60,315   $60,729   $60,248   $59,972   $60,355   $60,440   $60,443   $60,542   $60,624   $60,641   $—     25 

2011

     71,256    70,461    70,436    70,381    70,297    70,351    70,479    70,642    70,682    —     27 

2012

       53,962    54,794    54,468    54,351    54,281    54,381    54,523    54,537    —     19 

2013

         50,887    51,121    51,122    50,874    50,988    50,971    51,008    —     13 

2014

           56,916    58,378    57,680    57,332    57,288    57,402    (4  18 

2015

             63,359    63,925    63,053    63,071    63,099    45   14 

2016

               62,443    64,064    63,735    63,355    78   13 

2017

                 79,283    79,911    79,305    724   18 

2018

                   81,965    83,385    1,657   19 

2019

                     73,294    6,775   14 
                    

 

 

    
                   Total   $656,708    
                    

 

 

    

Homeowners

                                        
   

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

For the Year Ended December 31,

 

Accident

Year

  2010   2011   2012   2013   2014   2015   2016   2017   2018   2019 
   Unaudited     
(in thousands)                                        

2010

  $47,419   $57,334   $59,283   $59,875   $60,239   $60,486   $60,501   $60,525   $60,540   $60,557 

2011

     57,588    69,345    70,125    70,351    70,541    70,626    70,648    70,692    70,692 

2012

       46,566    53,619    54,028    54,298    54,317    54,356    54,557    54,557 

2013

         40,949    49,410    50,210    50,478    51,043    50,902    50,967 

2014

           45,823    56,255    56,990    57,195    56,995    57,243 

2015

             51,885    61,542    62,204    62,590    62,844 

2016

               50,125    61,145    62,760    63,144 

2017

                 67,077    77,663    78,006 

2018

                   70,385    79,892 

2019

                     58,074 
                    

 

 

 
                   Total    635,976 
       All outstanding liabilities before 2010, net of reinsurance    30 
        

 

 

 
       

Liabilities for claims and claims adjustment expenses, net of
reinsurance

 
 
  $20,762 
        

 

 

 

-76-

Index

Commercial Automobile    At December 31, 2021 
  
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
       
Accident Year 2012  2013  2014  2015  2016  2017  2018  2019  2020  2021  Total IBNR Plus Expected Development on Reported Claims  Cumulative Number of Reported Claims 
  Unaudited          
(dollars and reported claims in thousands)                            
2012 $26,557  $27,720  $30,606  $31,435  $31,278  $31,648  $31,803  $31,896  $31,930  $31,922  $15   8 
2013      32,902   33,749   34,751   35,240   36,404   36,435   36,569   36,181   36,165   53   8 
2014          42,760   44,544   47,326   48,213   49,284   49,168   49,308   49,291   91   11 
2015              46,526   48,323   51,412   54,259   54,517   54,619   53,793   234   12 
2016                  54,302   57,353   65,905   67,127   66,894   66,085   338   13 
2017                      61,484   67,927   67,697   67,249   65,310   895   13 
2018                          79,307   81,396   82,313   83,043   2,306   15 
2019                              88,864   91,245   90,290   7,365   16 
2020                                  90,367   87,766   14,996   14 
2021                                      109,824   41,282   14 
                                  Total  $673,489         

Commercial Automobile                              
  
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
 
Accident Year 2012  2013  2014  2015  2016  2017  2018  2019  2020  2021 
  Unaudited    
(in thousands)                            
2012 $13,642  $20,240  $23,718  $27,417  $29,873  $30,402  $31,104  $31,228  $31,263  $31,507 
2013      16,306   23,557   26,879   31,053   34,083   36,004   36,106   36,092   36,087 
2014          22,707   31,089   39,436   44,374   47,290   48,418   48,603   48,714 
2015              23,875   35,342   41,678   48,261   51,605   51,992   52,728 
2016                  27,033   38,237   48,837   57,237   60,485   64,421 
2017                      28,707   40,213   49,703   57,128   59,889 
2018                          33,862   47,941   57,451   69,487 
2019                              36,948   53,026   63,575 
2020                                  31,884   46,459 
2021                                      39,851 
                                  Total   512,718 
          All outstanding liabilities before 2012, net of reinsurance   46 
          Liabilities for claims and claims adjustment expenses, net of reinsurance  $160,817 

-89-

Commercial

Automobile

                                          At December 31, 2019 
   

Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

For the Year Ended December 31,

         

Accident

Year

  2010   2011   2012   2013   2014   2015   2016   2017   2018   2019   Total IBNR
Plus
Expected
Development
on Reported
Claims
   Cumulative
Number of
Reported
Claims
 
   Unaudited             
(dollars and reported claims in thousands)     

2010

  $19,315   $19,913   $20,695   $21,477   $21,490   $21,756   $21,746   $21,713   $21,726   $21,768   $9    7 

2011

     26,642    27,157    28,570    28,893    29,112    29,107    29,487    29,751    29,542    18    9 

2012

       26,557    27,720    30,606    31,435    31,278    31,648    31,803    31,896    28    8 

2013

         32,902    33,749    34,751    35,240    36,404    36,435    36,569    89    9 

2014

           42,760    44,544    47,326    48,213    49,284    49,168    270    11 

2015

             46,526    48,323    51,412    54,259    54,517    662    12 

2016

               54,302    57,353    65,905    67,127    2,134    13 

2017

                 61,484    67,927    67,697    5,149    14 

2018

                   79,307    81,396    11,763    15 

2019

                     88,864    27,764    15 
                    

 

 

     
                   Total   $528,544     
                    

 

 

     

Commercial

Automobile

                                        
   

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

For the Year Ended December 31,

 

Accident

Year

  2010   2011   2012   2013   2014   2015   2016   2017   2018   2019 
   Unaudited     
(in thousands)                                        

2010

  $10,778   $14,180   $16,426   $19,030   $20,804   $21,014   $21,482   $21,549   $21,558   $21,559 

2011

     13,876    19,106    24,267    26,973    28,014    28,758    28,836    29,102    29,474 

2012

       13,642    20,240    23,718    27,417    29,873    30,402    31,104    31,228 

2013

         16,306    23,557    26,879    31,053    34,083    36,004    36,106 

2014

           22,707    31,089    39,436    44,374    47,290    48,418 

2015

             23,875    35,342    41,678    48,261    51,605 

2016

               27,033    38,237    48,837    57,237 

2017

                 28,707    40,213    49,703 

2018

                   33,862    47,941 

2019

                     36,948 
                    

 

 

 
                   Total    410,219 
       All outstanding liabilities before 2010, net of reinsurance    47 
        

 

 

 
       

Liabilities for claims and claims adjustment expenses, net of
reinsurance

 
 
  $118,372 
        

 

 

 

-77-

Index

Commercial Multi-Peril    At December 31, 2021 
  
Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
       
Accident Year 2012  2013  2014  2015  2016  2017  2018  2019  2020  2021  Total IBNR Plus Expected Development on Reported Claims  Cumulative Number of Reported Claims 
  Unaudited          
(dollars and reported claims in thousands)                            
2012 $29,789  $30,716  $32,449  $34,117  $35,755  $36,214  $36,525  $36,876  $36,662  $36,844  $0   6 
2013      35,683   35,679   37,292   37,205   37,981   37,365   37,453   37,495   37,630   0   6 
2014          48,204   50,135   51,843   52,336   53,294   53,116   52,926   52,933   79   7 
2015              42,070   43,874   44,728   45,104   45,873   45,366   45,420   135   6 
2016                  43,005   46,988   48,267   48,871   48,732   48,823   373   6 
2017                      56,185   56,043   56,517   54,812   55,076   674   7 
2018                          66,265   66,470   67,749   67,810   3,653   7 
2019                              71,865   73,836   76,326   8,159   7 
2020                                  83,195   79,910   15,880   8 
2021                                      116,827   37,194   6 
                                  Total  $617,599         

Commercial Multi-Peril                              
  
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
 
Accident Year 2012  2013  2014  2015  2016  2017  2018  2019  2020  2021 
  Unaudited    
(in thousands)                            
2012 $16,666  $23,384  $26,634  $29,370  $33,327  $35,331  $35,909  $36,329  $36,399  $36,529 
2013      19,875   26,216   29,159   33,614   35,104   36,321   37,333   37,436   37,488 
2014          27,920   35,520   40,936   47,021   50,017   51,615   52,103   52,252 
2015              21,837   29,419   34,323   39,162   42,849   44,090   44,439 
2016                  19,660   29,402   34,612   41,193   43,435   44,944 
2017                      27,399   36,926   42,691   46,361   49,488 
2018                          30,597   42,296   48,050   54,913 
2019                              28,210   41,266   47,522 
2020                                  34,729   46,193 
2021                                      46,768 
                                  Total   460,536 
          All outstanding liabilities before 2012, net of reinsurance   531 
          Liabilities for claims and claims adjustment expenses, net of reinsurance  $157,594 

-90-

Commercial
Multi-Peril

                                          At December 31, 2019 
   

Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

For the Year Ended December 31,

         

Accident

Year

  2010   2011   2012   2013   2014   2015   2016   2017   2018   2019   Total IBNR
Plus
Expected
Development
on Reported
Claims
   Cumulative
Number of
Reported
Claims
 
   Unaudited             
(dollars and reported claims in thousands)     

2010

  $28,745   $29,656   $29,390   $29,169   $29,373   $29,453   $29,463   $29,779   $29,925   $30,105   $—      6 

2011

     33,054    35,411    35,942    37,576    37,385    38,270    38,105    38,160    38,434    —      7 

2012

       29,789    30,716    32,449    34,117    35,755    36,214    36,525    36,876    —      6 

2013

         35,683    35,679    37,292    37,205    37,981    37,365    37,453    38    6 

2014

           48,204    50,135    51,843    52,336    53,294    53,116    147    7 

2015

             42,070    43,874    44,728    45,104    45,873    519    6 

2016

               43,005    46,988    48,267    48,871    2,015    6 

2017

                 56,185    56,043    56,517    4,604    7 

2018

                   66,265    66,470    10,568    7 

2019

                     71,865    21,633    6 
                    

 

 

     
                   Total   $485,580     
                    

 

 

     

Commercial

Multi-Peril

                                        
   

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

For the Year Ended December 31,

 

Accident

Year

  2010   2011   2012   2013   2014   2015   2016   2017   2018   2019 
   Unaudited     
(in thousands)                                        

2010

  $17,007   $22,017   $24,749   $26,832   $27,768   $28,681   $28,906   $29,632   $29,721   $29,923 

2011

     18,773    24,767    30,286    33,526    36,722    37,759    38,240    38,366    38,413 

2012

       16,666    23,384    26,634    29,370    33,327    35,331    35,909    36,329 

2013

         19,875    26,216    29,159    33,614    35,104    36,321    37,333 

2014

           27,920    35,520    40,936    47,021    50,017    51,615 

2015

             21,837    29,419    34,323    39,162    42,849 

2016

               19,660    29,402    34,612    41,193 

2017

                 27,399    36,926    42,691 

2018

                   30,597    42,296 

2019

                     28,210 
                    

 

 

 
                   Total    390,852 
       All outstanding liabilities before 2010, net of reinsurance    425 
        

 

 

 
       

Liabilities for claims and claims adjustment expenses, net of
reinsurance

 
 
  $95,153 
        

 

 

 

-78-

Index

Workers’ Compensation    At December 31, 2021 
  Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
       
Accident Year 2012  2013  2014  2015  2016  2017  2018  2019  2020  2021  Total IBNR Plus Expected Development on Reported Claims  Cumulative Number of Reported Claims 
  Unaudited          
(dollars and reported claims in thousands)                            
2012 $39,142  $39,516  $38,827  $37,926  $37,163  $36,468  $35,954  $35,932  $36,014  $36,056  $39   5 
2013      46,325   47,027   44,289   42,828   42,327   42,555   42,651   42,341   42,427   70   6 
2014          51,508   51,553   49,288   48,537   47,540   47,693   47,849   47,620   68   6 
2015              53,332   49,615   45,991   44,986   43,006   42,597   42,225   328   5 
2016                  58,814   49,802   47,883   44,969   44,098   43,559   532   5 
2017                      60,450   56,351   52,687   51,464   49,557   1,461   5 
2018                          62,197   55,291   52,514   47,912   2,171   6 
2019                              60,998   59,624   57,728   3,474   6 
2020                                  57,172   57,850   5,494   5 
2021                                      67,035   21,111   6 
                                  Total  $491,969         

Workers’ Compensation                              
  
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
 
Accident Year 2012  2013  2014  2015  2016  2017  2018  2019  2020  2021 
  Unaudited    
(in thousands)                            
2012 $11,097  $22,963  $28,812  $31,244  $33,196  $34,177  $34,460  $34,622  $34,691  $34,973 
2013      13,052   26,043   32,783   36,351   38,877   39,617   40,361   40,827   41,209 
2014          13,932   28,513   36,284   40,393   42,465   43,866   44,403   44,671 
2015              13,071   27,531   34,192   36,929   37,936   38,596   39,096 
2016                  14,709   30,344   37,178   40,570   41,208   41,543 
2017                      15,581   31,990   39,684   42,954   44,242 
2018                          17,644   31,928   37,072   41,611 
2019                              16,939   33,009   41,740 
2020                                  14,591   32,817 
2021                                      20,931 
                                  Total   382,833 
          All outstanding liabilities before 2012, net of reinsurance   4,643 
          Liabilities for claims and claims adjustment expenses, net of reinsurance  $113,779 

-91-

Workers’

Compensation

                                          At December 31, 2019 
   

Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

For the Year Ended December 31,

         

Accident Year

  2010   2011   2012   2013   2014   2015   2016   2017   2018   2019   Total IBNR
Plus
Expected
Development
on Reported
Claims
   Cumulative
Number of
Reported
Claims
 
   Unaudited             
(dollars and reported claims in thousands)     

2010

  $27,304   $27,859   $27,010   $26,637   $26,944   $27,121   $27,037   $26,984   $26,801   $26,829   $37    5 

2011

     32,490    35,757    36,614    36,369    35,670    35,039    35,194    34,926    35,034    53    6 

2012

       39,142    39,516    38,827    37,926    37,163    36,468    35,954    35,932    75    6 

2013

         46,325    47,027    44,289    42,828    42,327    42,555    42,651    187    6 

2014

           51,508    51,553    49,288    48,537    47,540    47,693    264    6 

2015

             53,332    49,615    45,991    44,986    43,006    836    6 

2016

               58,814    49,802    47,883    44,969    1,630    6 

2017

                 60,450    56,351    52,687    3,362    6 

2018

                   62,197    55,291    7,081    6 

2019

                     60,998    19,280    6 
                    

 

 

     
                   Total   $445,090     
                    

 

 

     

Workers’

Compensation

                                        
   

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

For the Year Ended December 31,

 

Accident Year

  2010   2011   2012   2013   2014   2015   2016   2017   2018   2019 
   Unaudited     
(in thousands)        

2010

  $8,066   $15,937   $21,176   $23,137   $24,539   $25,337   $25,804   $26,050   $26,295   $26,301 

2011

     9,157    21,450    27,517    31,905    32,394    33,067    33,577    33,963    34,109 

2012

       11,097    22,963    28,812    31,244    33,196    34,177    34,460    34,622 

2013

         13,052    26,043    32,783    36,351    38,877    39,617    40,361 

2014

           13,932    28,513    36,284    40,393    42,465    43,866 

2015

             13,071    27,531    34,192    36,929    37,936 

2016

               14,709    30,344    37,178    40,570 

2017

                 15,581    31,990    39,684 

2018

                   17,644    31,928 

2019

                     16,939 
                    

 

 

 
                   Total    346,316 
       

All outstanding liabilities before 2010, net of reinsurance

    3,261 
        

 

 

 
       

Liabilities for claims and claims adjustment expenses, net of
reinsurance

 
 
  $102,035 
        

 

 

 

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Index



The following table presents a reconciliation of the net incurred and paid claims development tables to the liability for claims and claims adjustment expenses in our consolidated balance sheet:

   At December 31, 
(in thousands)  2019 

Net outstanding liabilities:

  

Personal automobile

  $122,094 

Homeowners

   20,762 

Commercial automobile

   118,372 

Commercial multi-peril

   95,153 

Workers compensation

   102,035 

Other

   12,524 
  

 

 

 
   470,940 
  

 

 

 

Reinsurance recoverable:

  

Personal automobile

  $119,364 

Homeowners

   10,216 

Commercial automobile

   70,973 

Commercial multi-peril

   58,765 

Workers compensation

   81,837 

Other

   7,177 
  

 

 

 
   348,332 
  

 

 

 

Unallocated loss adjustment expenses

  $50,402 
  

 

 

 

Gross liability for unpaid losses and loss expenses

  $869,674 
  

 

 

 

  At December 31, 
(in thousands) 2021
 
Net outstanding liabilities:   
Personal automobile $101,429 
Homeowners  22,960 
Commercial automobile  160,817 
Commercial multi-peril  157,593 
Workers compensation
  113,779 
Other  24,953 
   581,531 
     
Reinsurance recoverable:    
Personal automobile $110,925 
Homeowners  13,200 
Commercial automobile  107,037 
Commercial multi-peril  98,848 
Workers compensation
  92,352 
Other  6,616 
   428,978 
Unallocated loss adjustment expenses $67,111 
Gross liability for unpaid losses and loss expenses $1,077,620 


The following table presents supplementary information about average historical claims duration as of December 31, 2019:

   Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance 

Years

  1  2  3  4  5  6  7  8  9  10 

Personal automobile

   64.6  17.3  8.8  4.6  2.7  0.9  0.2  0.3  —    —  

Homeowners

   81.5   15.3   1.5   0.6   0.3   0.2   0.1   —     —     —   

Commercial automobile

   44.0   18.1   13.3   11.3   6.6   2.5   1.2   0.5   0.7   —   

Commercial multi-peril

   47.8   17.0   10.2   10.0   6.6   3.5   1.6   1.3   0.2   0.7 

Workers’ compensation

   29.9   31.5   16.3   8.2   4.1   2.5   1.4   0.8   0.7   —   

2021:


  Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance 
Years  1   2   3   4   5   6   7   8   9   10 
Personal automobile  64.8%  16.9%  8.6%  4.3%  2.3%  0.8%  0.4%  0.4%  0%  0%
Homeowners  81.5   15.0   1.3   0.5   0.3   0.1   0.2   0   0   0 
Commercial automobile  41.7   18.3   12.8   12.0   6.2   3.2   1.1   0.2   0   0.8 
Commercial multi-peril  45.4   16.9   9.4   10.2   6.5   3.5   1.5   0.6   0.2   0.4 
Workers’ compensation  31.0   31.8   15.2   7.7   3.7   1.9   1.2   0.7   0.5   0.8 

-92-

9 - Borrowings


Lines of Credit



In March 2019,August 2020, we terminated our previousentered into a credit agreement with Manufacturers and Traders Trust Company (“M&T”) and entered into a new credit agreement with M&T. The new credit agreement relatesthat related to a $30.0$20.0 million unsecured revolvingdemand line of credit. The line of credit expires in July 2020.has no expiration date, no annual fees and no covenants. At December 31, 2019,2021, we had no outstanding borrowings from M&T and had the ability to borrow up to $30.0$20.0 million at interest rates equal to M&T’s current prime rate or the then-current LIBOR rate plus 2.25%2.00%. We pay a fee of 0.15% per annum on the loan commitment amount regardless of usage. The credit agreement requires our compliance with certain covenants. These covenants include minimum levels of our net worth, leverage ratio, statutory surplus and the A.M. Best ratings of our insurance subsidiaries. In addition, Atlantic States has guaranteed our payment obligations under the new credit agreement. We complied with all of the requirements of the new credit agreement during 2019.

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Atlantic States is a member of the Federal Home Loan Bank (“FHLB”)FHLB of Pittsburgh. Through its membership, Atlantic States has the ability to issue debt to the FHLB of Pittsburgh in exchange for cash advances. In August 2019, Atlantic States exchanged a variable-rate cash advance of $35.0 million that was due in March 2020 forhas a fixed-rate cash advance of $35.0 million that was outstanding at December 31, 2019. Atlantic States incurred a penalty of $176,000 related to the early termination of its previous cash advance.2021. The new cash advance carries a fixed interest rate of 1.74% and is due in August 2024. 2024. In March 2020, Atlantic States issued $50.0 million of debt to the FHLB of Pittsburgh in exchange for a cash advance in the same amount that carried a fixed interest rate of 0.83%. Atlantic States obtained this contingent liquidity funding in light of uncertainty surrounding the economic impact of the COVID-19 pandemic. Atlantic States repaid this advance when it became due in March 2021. 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 December 31, 2019.

FHLB stock purchased and owned as part of the agreement

  $1,639,200 

Collateral pledged, at par (carrying value $36,295,910)

   36,370,886 

Borrowing capacity currently available

   240,569 

MICO is a member of the FHLB of Indianapolis. During the second quarter of 2018, MICO terminated its line of credit with the FHLB of Indianapolis.

2021.


FHLB stock purchased and owned as part of the agreement $1,575,600 
Collateral pledged, at par (carrying value $43,486,897)
  43,074,486 
Borrowing capacity currently available  6,913,889 

Subordinated Debentures


In January 2002, West Bend MutualSeptember 2021, upon receipt of approval from the Michigan Department of Insurance Company (“West Bend”) purchased aand Financial Services, MICO repaid in full the $5.0 million surplus note from MICO for $5.0 million to increase MICO’s statutory surplus. On December 1, 2010,held previously by Donegal Mutual, purchased the surplus note from West Bend at face value. The surplus note carries analong with accrued interest rate of 5.00%, and any repayment of principal or interest requires prior insurance regulatory approval. Upon receipt of regulatory approval, MICO paid $250,000 in interest to Donegal Mutual during each of 2019, 2018 and 2017.

$178,082.


10 - Reinsurance


Unaffiliated Reinsurers



Our insurance subsidiaries and Donegal Mutual implementedparticipate in a combinedconsolidated third-party reinsurance program, effective January 1, 2019. Thefor which the coverage and parameters of the fully consolidated program are common to all of our insurance subsidiaries and Donegal Mutual. Our insurance subsidiaries useThe program utilizes several different reinsurers, all of which have an A.M. Best rating ofA- (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 anA- rating from A.M. Best. The following information describes the external reinsurance Donegal Mutual and our insurance subsidiaries had in place for 2019:

2021:


excess of loss reinsurance, under which the losses of Donegal Mutual and our insurance subsidiaries were automatically reinsured, through a series of contracts,recovered losses over a set retention of $1.0 million for property losses$2.0 million; and a retention of $2.0 million for casualty losses (including workers’ compensation losses); and


catastrophe reinsurance, under which Donegal Mutual and our insurance subsidiaries recovered through a series of reinsurance agreements, 100% of an accumulation of many losses resulting from a single event, including natural disasters, over a set retention of $10.0 million and after exceeding an annual aggregate deductible of $1.2$15.0 million up to aggregate losses of $190.0$185.0 million per occurrence.

Our insurance subsidiaries and Donegal Mutual also purchased facultative reinsurance to cover exposures in excess of the covered limits of their third-party reinsurance agreements.



As many as 31 reinsurers provided coverage for 20192021 on any one treaty with no reinsurer taking more than 40%20% of any one treaty.Thetreaty.The amount of coverage provided under each of these types of reinsurance depended upon the amount, nature, size and location of the risks being reinsured.



In order to write automobile insurance in the State of Michigan, MICO is required to be a member of the Michigan Catastrophic Claims Association (“MCCA”).  The MCCA provides reinsurance to MICO for personal automobile and commercial automobile personal injury claims in the Statestate of Michigan over a set retention.

  In November 2021, the MCCA approved the return of approximately $3.0 billion of its estimated surplus to its member insurance companies and provided guidance to those companies with respect to the payment of refunds to Michigan policyholders in the first half of 2022. We recorded a receivable from the MCCA and a corresponding payable for cash refunds due to Michigan policyholders in the amount of $18.1 million on our balance sheet as of December 31, 2021.


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In addition to the pooling agreement and third-party reinsurance, our insurance subsidiaries had a catastrophe reinsurance agreement with Donegal Mutual, under which each of our insurance subsidiaries recovered 100% of an accumulation of multiple losses resulting from a single event, including natural disasters, over a set retention of $2.0 million up to aggregate losses of $8.0$13.0 million per occurrence. The agreement also provided additional coverage for an accumulation of losses from a single event including a combination of our insurance subsidiaries over a combined retention of $5.0 million.

-81-




Our insurance subsidiaries and Donegal Mutual also purchased facultative reinsurance to cover certain exposures, including property exposures in excess of the covered limits of their respective treaty reinsurance.



The following amounts represent ceded reinsurance transactions with unaffiliated reinsurers during 2019, 20182021, 2020 and 2017:

   2019   2018   2017 

Premiums written

  $36,941,997   $50,160,604   $51,241,267 

Premiums earned

   39,732,282    51,266,000    49,633,348 

Losses and loss expenses

   33,615,819    50,652,202    44,575,268 

Prepaid reinsurance premiums

   7,067,989    10,108,269    11,213,665 

Liability for losses and loss expenses

   139,694,097    137,904,346    116,689,871 

2019:

  2021
  2020
  2019
 
Premiums written $38,173,733  $34,165,635  $36,941,997 
Premiums earned  37,984,833   35,358,765   39,732,282 
Losses and loss expenses  29,999,528   9,835,268   33,615,819 
Prepaid reinsurance premiums  6,063,759   5,874,859   7,067,989 
Liability for losses and loss expenses  138,909,584   133,158,907   139,694,097 

Total Reinsurance




The following amounts represent total ceded reinsurance transactions with both affiliated and unaffiliated reinsurers during 2019, 20182021, 2020 and 2017:

   2019   2018   2017 

Premiums earned

  $314,859,014   $326,198,234   $310,179,267 

Losses and loss expenses

   240,241,845    246,223,074    218,523,260 

Prepaid reinsurance premiums

   142,475,767    135,379,777    135,032,641 

Liability for losses and loss expenses

   362,768,427    339,267,525    293,271,257 

2019:

  2021
  2020
  2019
 
Premiums earned $399,284,886  $356,669,937  $314,859,014 
Losses and loss expenses  282,083,985   231,771,575   240,241,845 
Prepaid reinsurance premiums  176,935,842   169,418,333   142,475,767 
Liability for losses and loss expenses  451,261,306   404,818,480   362,768,427 


The following amounts represent the effect of reinsurance on premiums written for 2019, 20182021, 2020 and 2017:

   2019   2018   2017 

Direct

  $589,572,526   $594,078,723   $584,007,351 

Assumed

   485,233,762    476,482,451    466,087,983 

Ceded

   (322,204,999   (326,545,370   (320,956,412
  

 

 

   

 

 

   

 

 

 

Net premiums written

  $752,601,289   $744,015,804   $729,138,922 
  

 

 

   

 

 

   

 

 

 

2019:

  2021
  2020
  2019
 
Direct $609,204,706  $586,681,839  $589,572,526 
Assumed  601,864,198   539,070,557   485,233,762 
Ceded  (406,802,395)  (383,612,503)  (322,204,999)
Net premiums written $804,266,509  $742,139,893  $752,601,289 


The following amounts represent the effect of reinsurance on premiums earned for 2019, 20182021, 2020 and 2017:

   2019  2018  2017 

Direct

  $591,101,804  $593,976,241  $561,178,447 

Assumed

   479,835,610   473,512,866   451,515,575 

Ceded

   (314,859,014  (326,198,234  (310,179,267
  

 

 

  

 

 

  

 

 

 

Net premiums earned

  $756,078,400  $741,290,873  $702,514,755 
  

 

 

  

 

 

  

 

 

 

Percentage of assumed premiums earned to net premiums earned

   63.5  63.9  64.3
  

 

 

  

 

 

  

 

 

 

2019:

  2021
  2020
  2019
 
Direct $601,408,581  $584,537,580  $591,101,804 
Assumed  573,891,506   514,172,696   479,835,610 
Ceded  (399,284,886)  (356,669,937)  (314,859,014)
Net premiums earned $776,015,201  $742,040,339  $756,078,400 
Percentage of assumed premiums earned to net premiums earned  74.0%  69.3%  63.5%

-94-

11 - Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“ the TCJA”) was signed into law. The TCJA contains significant changes to corporate taxation, including the reduction of the corporate income tax rate to 21%, the acceleration of expensing for certain business assets, theone-time transition tax related to the transition of U.S. international tax from a worldwide tax system to a territorial tax system, the repeal of the domestic production deduction, additional limitations on the deductibility of interest expense, the repeal of the corporate alternative minimum tax and expanded limitations on the deductibility of executive compensation.

The key impacts of the TCJA on our financial statements for 2017 were the revaluation of our deferred tax balances to the new corporate tax rate that resulted in additional tax expense of $4.8 million and the reclassification of an alternative minimum tax credit carryforward of $8.5 million from net deferred tax assets to federal income taxes recoverable. We generated sufficient taxable income in 2019 to fully utilize this alternative minimum tax credit carryforward.

-82-





Our provision for income tax expense (benefit) for 2019, 20182021, 2020 and 20172019 consisted of the following:

   2019   2018   2017 

Current federal income tax

  $8,454,358   $(11,296,704  $(2,139,061

Deferred federal income tax

   649,928    (4,179,805   7,137,423 
  

 

 

   

 

 

   

 

 

 

Federal income tax expense (benefit)

  $9,104,286   $(15,476,509  $4,998,362 
  

 

 

   

 

 

   

 

 

 

Pennsylvania income tax

   825,000    —      —   
  

 

 

   

 

 

   

 

 

 

Income tax expense (benefit)

  $9,929,286   $(15,476,509  $4,998,362 
  

 

 

   

 

 

   

 

 

 

  2021
  2020
  2019
 
Current federal income tax $3,998,431  $10,450,803  $8,454,358 
Deferred federal income tax  1,085,903   6,448   649,928 
Federal income tax expense $5,084,334  $10,457,251  $9,104,286 
Pennsylvania income tax  0   0   825,000 
Income tax expense $5,084,334  $10,457,251  $9,929,286 


Our effective tax rate is different from the amount computed at the statutory federal rate of 21% for 2019 and 2018 and 35% for 2017.. The reasons for such difference and the related tax effects are as follows:

   2019   2018   2017 

Income (loss) before income taxes

  $57,081,030   $(48,236,849  $12,114,462 
  

 

 

   

 

 

   

 

 

 

Computed “expected” taxes

   11,987,016    (10,129,738   4,240,062 

Tax-exempt interest

   (1,325,197   (1,521,090   (3,241,530

Proration

   357,044    405,204    518,948 

Effect of tax reform

   —      —      4,752,547 

Dividends received deduction

   (1,913,238   (99,726   (508,409

Net operating loss carryback

   —      (4,210,523   —   

Tax benefit on exercise of options

   (64,765   (25,938   (873,515

Other, net

   236,676    105,302    110,259 

Pennsylvania income tax, net of federal benefit

   651,750    —      —   
  

 

 

   

 

 

   

 

 

 

Income tax expense (benefit)

  $9,929,286   $(15,476,509  $4,998,362 
  

 

 

   

 

 

   

 

 

 

  2021
  2020
  2019
 
Income before income tax expense $30,338,508  $63,272,503  $57,081,030 
Computed “expected” taxes  6,371,087   13,287,226   11,987,016 
Tax-exempt interest  (1,491,154)  (1,468,806)  (1,325,197)
Proration  401,717   395,663   357,044 
Dividends received deduction  (115,713)  (113,845)  (1,913,238)
Net operating loss carryback  0   (1,640,084)  0 
Tax benefit on exercise of options  (438,850)  (302,901)  (64,765)
Other, net  357,247   299,998   236,676 
Pennsylvania income tax, net of federal benefit  0   0   651,750 
Income tax expense $5,084,334  $10,457,251  $9,929,286 


The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and deferred tax liabilities at December 31, 20192021 and 20182020 are as follows:

   2019   2018 

Deferred tax assets:

    

Unearned premium

  $15,482,366   $15,634,433 

Loss reserves

   7,820,683    7,644,415 

Net operating loss carryforward

   200,942    3,090,010 

Net state operating loss carryforward - DGI Parent

   7,519,991    8,070,196 

Net unrealized losses

   —      3,782,145 

Other

   2,603,155    2,517,791 
  

 

 

   

 

 

 

Total gross deferred tax assets

   33,627,137    40,738,990 

Less valuation allowance

   (7,538,024   (8,334,663
  

 

 

   

 

 

 

Net deferred tax assets

   26,089,113    32,404,327 
  

 

 

   

 

 

 

Deferred tax liabilities:

    

Deferred policy acquisition costs

   12,449,820    12,729,176 

Loss reserve transition adjustment

   1,733,056    2,339,068 

Other

   3,391,926    4,266,328 
  

 

 

   

 

 

 

Total gross deferred tax liabilities

   17,574,802    19,334,572 
  

 

 

   

 

 

 

Net deferred tax asset

  $8,514,311   $13,069,755 
  

 

 

   

 

 

 

-83-


We recorded

  2021
  2020
 
Deferred tax assets:      
Unearned premium $16,674,502  $15,481,602 
Loss reserves  9,568,677   8,808,342 
Net operating loss carryforward  25,174   104,041 
Net state operating loss carryforward - DGI Parent  7,865,563   7,850,334 
Other  1,859,687   2,342,967 
Total gross deferred tax assets  35,993,603   34,587,286 
Less valuation allowance  (7,865,563)  (7,850,334)
Net deferred tax assets  28,128,040   26,736,952 
Deferred tax liabilities:        
Deferred policy acquisition costs  14,285,958   12,422,961 
Loss reserve transition adjustment  1,148,529   1,440,793 
Other  6,007,934   7,190,085 
Total gross deferred tax liabilities  21,442,421   21,053,839 
Net deferred tax asset $6,685,619  $5,683,113 


Our income tax expense for 2020 included a $1.6 million income tax benefit related to the carryback of 2018 net operating loss carryforward forlosses to past tax years with higher statutory income tax rates than are currently in effect, as allowed under the portion of our taxable loss for 2018Coronavirus Aid, Relief and Economic Security Act that exceeded our taxable incomewas enacted in 2016 and 2017. We utilized the full net operating loss carryforward in 2019. We also recorded a loss reserve transition adjustment in 2018 related to changes the TCJA required with respect to the calculation of loss reserve discounting. Pursuant to the provisions of the TCJA, we will include the loss reserve transition adjustment in our taxable income over eight years beginning in 2018.

March 2020.


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We provide a valuation allowance when we believe it is more likely than not that we will not realize some portion of a deferred tax asset. At December 31, 20192021 and 2018,2020, we established a valuation allowance of $18,033 and $264,467, respectively, related to a portion of the net operating loss carryforward of Le Mars that we acquired on January 1, 2004 and a valuation allowance of $7.5$7.9 million and $8.1 million, respectively, for the net state operating loss carryforward of DGI. We determined that we were not required to establish a valuation allowance for the other net deferred tax assets of $26.1$28.1 million and $32.4$26.7 million at December 31, 20192021 and 2018,2020, respectively, since it is more likely than not that we will realize these deferred tax assets through reversals of existing temporary differences, future taxable income and our implementation oftax-planning strategies.



Tax years 2016 through 20192021 remained open for examination by tax authorities at December 31, 2019. The net operating loss carryforward2021. Federal income taxes recoverable at December 31, 2021 and 2020 included refunds of $956,865 of Le Mars will begin$2.3 million due to expire in 2020 if not utilized and is subjectus for tax years prior to an annual limitation of approximately $376,000.

2021.


12 - Stockholders’ Equity



Each share of our Class A common stock outstanding at the time of the declaration of any dividend or other distribution payable in cash upon the shares of our Class B common stock is entitled to a dividend or distribution payable at the same time and to stockholders of record on the same date in an amount at least 10% greater than any dividend declared upon each share of our Class B common stock. In the event of our merger or consolidation with or into another entity, the holders of our Class A common stock and the holders of our Class B common stock are entitled to receive the same per share consideration in such merger or consolidation. In the event of our liquidation, dissolution orwinding-up, any assets available to common stockholders will be distributedpro-rata to the holders of our Class A common stock and our Class B common stock after payment of all of our obligations.



On July 18, 2013, our board of directors authorized a share repurchase program pursuant to which we have the authority to purchase up to 500,000 additional shares of our Class A common stock at prices prevailing from time to time in the open market subject to the provisions of the SECRule 10b-18 and in privately negotiated transactions. We did not0t purchase any shares of our Class A common stock under this program during 2019, 20182021, 2020 or 2017.2019. We have purchased a total of 57,658 shares of our Class A common stock under this program from its inception through December 31, 2019.

2021.



At December 31, 20192021 and 2018,2020, our treasury stock consisted of 3,002,588 and 72,465 shares of Class A common stock and Class B common stock, respectively.


13 - Stock Compensation Plans


Equity Incentive Plans



Since 1996, we have maintained an Equity Incentive Plan for Employees. During 2019, we adopted a plan that made a total of 4,500,000 shares of Class A common stock available for issuance to employees of our subsidiaries and affiliates. The plan provides for the granting of awards by our board of directors in the form of stock options, stock appreciation rights, restricted stock or any combination of the above. The plan provides that stock options may become exercisable up to five years from their date of grant, with an option price not less than fair market value on the date preceding the date of grant. We have not granted any stock appreciation rights.



Since 1996, we have maintained an Equity Incentive Plan for Directors. During 2019, we adopted a plan that made 500,000 shares of Class A common stock available for issuance to our directors and the directors of our subsidiaries and affiliates.We may make awards in the form of stock options. The plan also provides for the issuance of 500 shares of restricted stock on the first business day of January in each year to each of our directors and each director of Donegal Mutual who does not serve as one of our directors. We issued 8,50010,000 shares of restricted stock on January 2, 20194, 2021 under our director plan. We issued 8,500 shares of restricted stock on January 2, 20182020 under our prior director plan. We issued 9,0008,500 shares of restricted stock on January 3, 20172, 2019 under our prior director plan.

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No further shares are available for future option grants for plans in effect prior to 2019.


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We measure all share-based payments to employees, including grants of employee stock options, using a fair-value-based method and record such 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, expected term, dividend yield and expected volatility. The risk-free interest rate is the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected term used as the assumption in the model. We base the expected term of an option award on our historical experience for similar awards. We determine the dividend yield by dividing the per share dividend by the grant date stock price. We base the expected volatility on the volatility of our stock price over a historical period comparable to the expected term.




The weighted-average grant date fair value of options we granted during 2021 was $1.21. We calculated this fair value based upon a risk-free interest rate of 0.91%, an expected life of three years, an expected volatility of 20% and an expected dividend yield of 4%.


The weighted-average grant date fair value of options we granted during 2020 was $1.15. We calculated this fair value based upon a risk-free interest rate of 0.20%, an expected life of three years, an expected volatility of 20% and an expected dividend yield of 4%.


The weighted-average grant date fair value of options we granted during 2019 was $1.15. We calculated this fair value based upon a risk-free interest rate of 1.64%, an expected life of three years, an expected volatility of 17% and an expected dividend yield of 4%.

The weighted-average grant date fair value of options we granted during 2018 was $1.66. We calculated this fair value based upon a risk-free interest rate of 2.68%, an expected life of three years, an expected volatility of 22% and an expected dividend yield of 4%.

The weighted-average grant date fair value of options we granted during 2017 was $1.81. We calculated this fair value based upon a risk-free interest rate of 2.01%, an expected life of three years, an expected volatility of 19% and an expected dividend yield of 3%.



We charged compensation expense for our stock compensation plans against income before income taxes of $1.4 million, $1.7$965,701, $1.1 million and $2.0$1.4 million for the years ended December 31, 2019, 20182021, 2020 and 2017,2019, respectively, with a corresponding income tax benefit of $288,901, $354,412$202,797, $229,698 and $692,164.$288,901. At December 31, 20192021 and 2018,2020, our total unrecognized compensation cost related tonon-vested share-based compensation granted under our stock compensation plans was $2.0$1.5 million and $2.5$1.6 million, respectively. We expect to recognize this cost over a weighted average period of 1.9 years.



During 2021, we received cash from option exercises under all stock compensation plans of $12.3 million. We realized actual tax benefits for the tax deductions from option exercises of share-based compensation of $438,850 for 2021. During 2020, we received cash from option exercises under all stock compensation plans of $17.5 million. We realized actual tax benefits for the tax deductions from option exercises of share-based compensation of $302,901 for 2020. During 2019, we received cash from option exercises under all stock compensation plans of $2.9 million. We realized actual tax benefits for the tax deductions from option exercises of share-based compensation of $64,765 for 2019. During 2018, we received cash from option exercises under all stock compensation plans of $1.1 million. We realized actual tax benefits for the tax deductions from option exercises of share-based compensation of $25,938 for 2018. During 2017, we received cash from option exercises under all stock compensation plans of $13.4 million. We realized actual tax benefits for the tax deductions from option exercises of share-based compensation of $873,515 for 2017.

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Information regarding activity in our stock option plans follows:

   Number of
Options
   Weighted-
Average
Exercise Price
Per Share
 

Outstanding at December 31, 2016

   9,338,648   $14.95 

Granted - 2017

   943,000    17.58 

Exercised - 2017

   (924,019   14.45 

Forfeited - 2017

   (93,167   15.43 
  

 

 

   

 

 

 

Outstanding at December 31, 2017

   9,264,462    15.26 

Granted - 2018

   1,063,000    13.69 

Exercised - 2018

   (79,961   13.74 

Forfeited - 2018

   (222,639   16.00 
  

 

 

   

 

 

 

Outstanding at December 31, 2018

   10,024,862    15.09 

Granted - 2019

   1,045,400    14.97 

Exercised - 2019

   (217,498   13.23 

Forfeited - 2019

   (416,774   15.88 
  

 

 

   

 

 

 

Outstanding at December 31, 2019

   10,435,990   $15.09 
  

 

 

   

 

 

 

Exercisable at:

    

December 31, 2017

   6,946,677   $14.90 
  

 

 

   

 

 

 

December 31, 2018

   7,936,659   $15.02 
  

 

 

   

 

 

 

December 31, 2019

   8,449,389   $15.13 
  

 

 

   

 

 

 

  Number of Options  Weighted-Average Exercise Price Per Share 
Outstanding at December 31, 2018  10,024,862  $15.09 
Granted - 2019  1,045,400   14.97 
Exercised - 2019  (217,498)  13.23 
Forfeited - 2019  (416,774)  15.88 
Outstanding at December 31, 2019  10,435,990   15.09 
Granted - 2020  935,099   14.45 
Exercised - 2020  (1,294,606)  13.52 
Forfeited - 2020  (303,908)  15.23 
Expired - 2020  (78,223) $13.64 
Outstanding at December 31, 2020  9,694,352  $15.24 
Granted - 2021  906,500   14.39 
Exercised - 2021  (946,646)  13.00 
Forfeited - 2021  (404,664)  15.69 
Expired - 2021  (1,139,816) $16.40 
Outstanding at December 31, 2021  8,109,726  $15.22 
Exercisable at:        
December 31, 2019  8,449,389  $15.13 
December 31, 2020  7,786,934  $15.42 
December 31, 2021  6,297,849  $15.43 


Shares available for future option grants at December 31, 20192021 totaled 4.02.2 million shares under all plans.



The following table summarizes information about stock options outstanding at December 31, 2019:

Grant Date

  Exercise Price   Number of
Options
Outstanding
   Weighted-Average
Remaining
Contractual Life
   Number of
Options
Exercisable
 

July 27, 2011

  $12.50    907,101    2.0 years    907,101 

December 20, 2012

   14.50    1,009,819    3.0 years    1,009,819 

December 19, 2013

   15.90    1,991,804    4.0 years    1,991,804 

December 18, 2014

   15.80    1,270,581    5.0 years    1,270,581 

December 17, 2015

   13.64    1,191,845    1.0 years    1,191,845 

December 15, 2016

   16.48    1,202,808    2.0 years    1,202,808 

December 21, 2017

   17.60    799,832    3.0 years    533,168 

December 20, 2018

   13.69    1,016,800    4.0 years    338,930 

March 4, 2019

   13.51    10,000    4.2 years    3,333 

December 19, 2019

   14.98    1,035,400    5.0 years    —   
    

 

 

     

 

 

 
   Total    10,435,990      8,449,389 
    

 

 

     

 

 

 

2021:

Grant Date Exercise Price  Number of Options Outstanding 
Weighted-Average
Remaining
Contractual Life
 Number of Options Exercisable 
December 20, 2012  14.50   874,014 1.0 years  874,014 
December 19, 2013  15.90   1,784,970 2.0 years  1,784,970 
December 18, 2014  15.80   1,116,965 3.0 years  1,116,965 
December 21, 2017  17.60   735,700 1.0 years  735,700 
December 20, 2018  13.69   824,877 2.0 years  824,877 
March 4, 2019  13.51   10,000 2.2 years  10,000 
December 19, 2019  14.98   986,100 3.0 years  657,393 
December 17, 2020  14.43   871,800 4.0 years  290,597 
January 4, 2021  14.07   10,000 4.0 years  3,333 
December 16, 2021  14.39   895,300 5.0 years  0 
  Total   8,109,726    6,297,849 

Employee Stock Purchase Plan


Since 1996, we have maintained an Employee Stock Purchase Plan. During 2011, we adopted a plan that made 300,000 shares of our Class A common stock available for issuance. During 2019,issuance, which we amended the planin 2019 to make 500,000 shares of our Class A common stock available for issuance. The 2011 plan expired during 2021. During 2021, we adopted a new plan that made 500,000 shares of our Class A common stock available for issuance and extends over a10-year period and period. The plan provides for shares to be offered to all eligible employees at a purchase price equal to the lesser of 85%of the fair market value of our Class A common stock on the last day before the first day of each enrollment period (June 1 and December 1 of each year) under the plan or 85% of the fair market value of our Class A common stock on the last day of each subscription period (June 30 and December 31 of each year).

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A summary of plan activity follows:

   Shares Issued 
   Price   Shares 

January 1, 2017

   13.76    18,512 

July 1, 2017

   13.52    25,155 

January 1, 2018

   13.34    20,662 

July 1, 2018

   11.57    27,802 

January 1, 2019

   11.60    24,834 

July 1, 2019

   12.24    22,926 

  Shares Issued 
  Price  Shares 
January 1, 2019  11.60   24,834 
July 1, 2019  12.24   22,926 
January 1, 2020  12.28   20,424 
July 1, 2020  12.09   22,662 
January 1, 2021  11.96   23,336 
July 1, 2021  11.88   24,619 


On January 1, 2020,2022, we issued 20,42424,907 shares at a price of $12.28$12.15 per share under this plan.


Agency Stock Purchase Plan



Since 1996, we have maintained an Agency Stock Purchase Plan. During 2015,2018, we adopted a plan that made 350,000 shares of our Class A common stock available for issuance to agents of our insurance subsidiaries and Donegal Mutual. During 2021, we amended the 2018 plan to make 400,000 shares of our Class A common stock available for issuance. The 2018 plan expired in 2021. During 2021, we adopted a new plan that made 500,000 shares of our Class A common stock available for issuance to agents of our insurance subsidiaries and Donegal Mutual. The plan permits an agent to invest up to $12,000 per subscription period (April 1 to September 30 and October 1 to March 31 of each year) under various methods. We issue stock at the end of each subscription period at a price equal to 90% of the average market price during the last ten trading days of each subscription period. During 2019, 20182021, 2020 and 2017,2019, we issued 110,836, 117,93599,828, 101,647 and 104,418110,836 shares, respectively, under this plan. The expense we recognized under thethis plan was not material.


14 - Statutory Net Income, Capital and Surplus and Dividend Restrictions



The following table presents selected information, as filed with state insurance regulatory authorities, for our insurance subsidiaries as determined in accordance with accounting practices prescribed or permitted by such insurance regulatory authorities:

   2019   2018   2017 

Atlantic States:

      

Statutory capital and surplus

  $259,030,868   $230,736,313   $260,428,754 

Statutory unassigned surplus

   155,909,822    140,713,118    172,709,955 

Statutory net income (loss)

   22,282,231    (23,458,516   (2,037,672

Southern:

      

Statutory capital and surplus

   54,405,568    45,355,785    54,503,581 

Statutory unassigned (deficit) surplus

   (2,375,794   (6,346,270   2,914,532 

Statutory net income (loss)

   5,061,477    (9,822,457   (3,375,434

Peninsula:

      

Statutory capital and surplus

   39,244,570    32,717,996    39,396,818 

Statutory unassigned surplus

   20,936,805    14,415,949    21,148,253 

Statutory net income (loss)

   7,360,378    (6,316,130   (841,119

MICO:

      

Statutory capital and surplus

   65,768,590    55,708,442    52,796,379 

Statutory unassigned surplus

   38,910,008    28,949,919    26,162,540 

Statutory net income

   9,976,610    6,350,686    7,931,774 

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  2021
  2020
  2019
 
Atlantic States:         
Statutory capital and surplus $278,883,189  $279,796,696  $259,030,868 
Statutory unassigned surplus  174,073,348   175,777,393   155,909,822 
Statutory net (loss) income  (7,417,845)  20,735,871   22,282,231 
Southern:            
Statutory capital and surplus  64,238,221   57,142,228   54,405,568 
Statutory unassigned surplus (deficit)  7,330,382   300,409   (2,375,794)
Statutory net income  6,927,576   4,350,677   5,061,477 
Peninsula:            
Statutory capital and surplus  47,867,789   49,285,069   39,244,570 
Statutory unassigned surplus  29,558,589   30,975,869   20,936,805 
Statutory net income  3,536,404   10,955,796   7,360,378 
MICO:            
Statutory capital and surplus  75,197,207   72,183,575   65,768,590 
Statutory unassigned surplus  53,201,571   45,247,698   38,910,008 
Statutory net income  7,704,417   12,240,173   9,976,610 


Our principal source of cash for payment of dividends is dividends from our insurance subsidiaries. State insurance laws require our insurance subsidiaries to maintain certain minimum capital and surplus amounts on a statutory basis. Our insurance subsidiaries are subject to regulations that restrict the payment of dividends from statutory surplus and may require prior approval of their domiciliary insurance regulatory authorities. Our insurance subsidiaries are also subject to risk-based capital (“RBC”) requirements that may further impact their ability to pay dividends. Our insurance subsidiaries’ statutory capital and

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surplus at December 31, 20192021 exceeded the amount of statutory capital and surplus necessary to satisfy regulatory requirements, including the RBC requirements, by a significant margin. Amounts available for distribution to us as dividends from our insurance subsidiaries without prior approval of insurance regulatory authorities in 20202022 are $25.9approximately $27.9 million from Atlantic States, $5.4$6.9 million from Southern, $2.0$4.8 million from Peninsula and $6.6$7.7 million from MICO, or a total of approximately $39.9$47.3 million.


15 - Reconciliation of Statutory Filings to Amounts Reported in the Consolidated Financial Statements



Our insurance subsidiaries must file financial statements with state insurance regulatory authorities using accounting principles and practices prescribed or permitted by those authorities. We refer to these accounting principles and practices as statutory accounting principles (“SAP”). Accounting principles used to prepare these SAP financial statements differ from those used to prepare financial statements on the basis of GAAP.


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Reconciliations of statutory net income (loss) and capital and surplus, as determined using SAP, to the net income (loss) and stockholders’ equity amounts included in the accompanying consolidated financial statements are as follows:

   Year Ended December 31, 
   2019   2018   2017 

Statutory net income (loss) of insurance subsidiaries

  $44,680,696   $(33,246,417  $1,677,549 

Increases (decreases):

      

Deferred policy acquisition costs

   (1,330,268   325,267    3,980,664 

Deferred federal income taxes

   639,284    4,179,807    1,334,410 

Salvage and subrogation recoverable

   207,000    2,061,600    1,199,200 

Consolidating eliminations and adjustments

   (11,048,314   (16,013,971   (13,534,428

Parent-only net income

   14,003,346    9,933,374    12,458,705 
  

 

 

   

 

 

   

 

 

 

Net income (loss)

  $47,151,744   $(32,760,340  $7,116,100 
  

 

 

   

 

 

   

 

 

 

   December 31, 
   2019   2018   2017 

Statutory capital and surplus of insurance subsidiaries

  $418,449,596   $364,518,536   $407,125,532 

Increases (decreases):

      

Deferred policy acquisition costs

   59,284,859    60,615,127    60,289,860 

Deferred federal income taxes

   (15,477,843   (20,094,374   (14,422,511

Salvage and subrogation recoverable

   20,245,200    20,038,200    17,976,600 

Non-admitted assets and other adjustments, net

   1,727,754    1,904,083    1,960,089 

Fixed maturities

   (326,795   (16,528,367   (8,748,140

Parent-only equity and other adjustments

   (32,887,252   (11,583,304   (15,485,326
  

 

 

   

 

 

   

 

 

 

Stockholders’ equity

  $451,015,519   $398,869,901   $448,696,104 
  

 

 

   

 

 

   

 

 

 

  Year Ended December 31, 
  2021
  2020
  2019
 
Statutory net income of insurance subsidiaries $10,750,552  $48,282,517  $44,680,696 
Increases (decreases):            
Deferred policy acquisition costs  8,871,415   (127,901)  (1,330,268)
Deferred federal income taxes  (1,085,903)  (6,448)  639,284 
Salvage and subrogation recoverable  2,551,800   713,400   207,000 
Consolidating eliminations and adjustments  (18,769)  (9,516,984)  (11,048,314)
Parent-only net income  4,185,079   13,470,668   14,003,346 
Net income $25,254,174  $52,815,252  $47,151,744 

  December 31, 
  2021
  2020
  2019
 
Statutory capital and surplus of insurance subsidiaries $466,186,406  $458,407,568  $418,449,596 
Increases (decreases):            
Deferred policy acquisition costs  68,028,373   59,156,958   59,284,859 
Deferred federal income taxes  (21,294,388)  (18,586,428)  (15,477,843)
Salvage and subrogation recoverable  23,510,400   20,958,600   20,245,200 
Non-admitted assets and other adjustments, net  929,862   1,315,378   1,727,754 
Fixed maturities  5,958,434   15,309,610   (326,795)
Parent-only equity and other adjustments  (12,283,000)  (18,787,566)  (32,887,252)
Stockholders’ equity $531,036,087  $517,774,120  $451,015,519 

16 - Supplementary Cash Flow Information



The following table reflects net income taxes we paid (recovered) paid and interest we paid during 2019, 20182021, 2020 and 2017:

   2019   2018   2017 

Income taxes

  $(9,827,433  $(3,290,247  $3,050,000 

Interest

   321,585    1,280,352    1,341,706 

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2019:

  2021
  2020
  2019
 
Income taxes $6,200,000  $12,800,000  $(9,827,433)
Interest  1,150,211   1,191,800   321,585 

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17 - Earnings Per Share



We have two classes of common stock, which we refer to as Class A common stock and Class B common stock. Our Class A common stock is entitled to be paid cash dividends that are at least 10% higher than the cash dividends we pay on our Class B common stock. Accordingly, we use thetwo-class method for the computation of earnings per common share. Thetwo-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on dividends declared and an allocation of remaining undistributed earnings using a participation percentage reflecting the dividend rights of each class.



We present below a reconciliation of the numerators and denominators we used in the basic and diluted per share computations for our Class A common stock:

   Year Ended December 31, 
(in thousands, except per share amounts)  2019   2018   2017 

Basic earnings (loss) per share:

      

Numerator:

      

Allocation of net income (loss)

  $38,718   $(26,691  $5,879 
  

 

 

   

 

 

   

 

 

 

Denominator:

      

Weighted-average shares outstanding

   22,986    22,705    21,799 
  

 

 

   

 

 

   

 

 

 

Basic earnings (loss) per share

  $1.68   $(1.18  $0.27 
  

 

 

   

 

 

   

 

 

 

Diluted earnings (loss) per share:

      

Numerator:

      

Allocation of net income (loss)

  $38,718   $(26,691  $5,879 
  

 

 

   

 

 

   

 

 

 

Denominator:

      

Number of shares used in basic computation

   22,986    22,705    21,799 

Weighted-average effect of dilutive securities

      

Add: Director and employee stock options

   211    —      843 
  

 

 

   

 

 

   

 

 

 

Number of shares used in per share computations

   23,197    22,705    22,642 
  

 

 

   

 

 

   

 

 

 

Diluted earnings (loss) per share

  $1.67   $(1.18  $0.26 
  

 

 

   

 

 

   

 

 

 

  Year Ended December 31, 
(in thousands) 2021
  2020
  2019
 
Basic earnings per share:         
Numerator:         
Allocation of net income $21,131  $43,609  $38,718 
Denominator:            
Weighted-average shares outstanding  25,388   23,707   22,986 
Basic earnings per share $0.83  $1.84  $1.68 
Diluted earnings per share:            
Numerator:            
Allocation of net income $21,131  $43,609  $38,718 
Denominator:            
Number of shares used in basic computation  25,388   23,707   22,986 
Weighted-average effect of dilutive securities            
Add: Director and employee stock options  146   180   211 
Number of shares used in per share computations  25,534   23,887   23,197 
Diluted earnings per share $0.83  $1.83  $1.67 


We used the following information in the basic and diluted per share computations for our Class B common stock:

   Year Ended December 31, 
(in thousands, except per share amounts)  2019   2018   2017 

Basic and diluted earnings (loss) per share:

      

Numerator:

      

Allocation of net income (loss)

  $8,434   $(6,069  $1,237 
  

 

 

   

 

 

   

 

 

 

Denominator:

      

Weighted-average shares outstanding

     5,577        5,577        5,577 
  

 

 

   

 

 

   

 

 

 

Basic and diluted earnings (loss) per share

  $1.51   $(1.09  $0.22 
  

 

 

   

 

 

   

 

 

 

  Year Ended December 31, 
(in thousands) 2021
  2020
  2019
 
Basic and diluted earnings per share:         
Numerator:         
Allocation of net income $4,123  $9,206  $8,434 
Denominator:            
Weighted-average shares outstanding  5,577   5,577   5,577 
Basic and diluted earnings per share $0.74  $1.65
  $1.51 


During 2019,2021, we did not include options to purchase 5,531,5613,637,635 shares of our Class A common stock in the computation of diluted earnings per share because the exercise price of the options was greater than the average market price of our Class A common stock.

-89-


-102-

18 - Condensed Financial Information of Parent Company


Condensed Balance Sheets

(in thousands)

December 31,  2019   2018 

Assets

    

Investment in subsidiaries/affiliates (equity method)

  $489,657   $465,030 

Short-term investments

   2,502    29 

Cash

   2,350    1,542 

Property and equipment

   944    928 

Other

   —      —   
  

 

 

   

 

 

 

Total assets

  $495,453   $467,529 
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Liabilities

    

Cash dividends declared to stockholders

  $4,075   $3,948 

Borrowings under lines of credit

   35,000    60,000 

Other

   5,362    4,711 
  

 

 

   

 

 

 

Total liabilities

   44,437    68,659 
  

 

 

   

 

 

 

Stockholders’ equity

   451,016    398,870 
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

  $495,453   $467,529 
  

 

 

   

 

 

 

December 31, 2021
  2020
 
Assets      
Investment in subsidiaries/affiliates (equity method) $554,804  $540,665 
Short-term investments  9   9 
Cash  14,375   15,321 
Property and equipment  716   833 
Other  2,455   1,721 
Total assets $572,359  $558,549 
         
Liabilities and Stockholders’ Equity        
Liabilities        
Cash dividends declared to stockholders $4,915  $4,436 
Notes payable to subsidiary  35,000   35,000 
Other  1,408   1,339 
Total liabilities  41,323   40,775 
Stockholders’ equity  531,036   517,774 
Total liabilities and stockholders’ equity $572,359  $558,549 

Condensed Statements of Income (Loss) and Comprehensive Income (Loss)

(in thousands)

Year Ended December 31,  2019   2018  2017 

Statements of Income (Loss)

     

Revenues

     

Dividends from subsidiaries

  $4,000   $11,000  $13,000 

Realized investment gains

   12,378    —     —   

Other

   1,009    3,196   2,131 
  

 

 

   

 

 

  

 

 

 

Total revenues

   17,387    14,196   15,131 
  

 

 

   

 

 

  

 

 

 

Expenses

     

Operating expenses

   1,420    1,628   1,433 

Interest

   1,327    2,224   1,929 
  

 

 

   

 

 

  

 

 

 

Total expenses

   2,747    3,852   3,362 
  

 

 

   

 

 

  

 

 

 

Income before income tax expense (benefit) and equity in undistributed net income (loss) of subsidiaries

   14,640    10,344   11,769 

Income tax expense (benefit)

   636    411   (690
  

 

 

   

 

 

  

 

 

 

Income before equity in undistributed net income (loss) of subsidiaries

   14,004    9,933   12,459 

Equity in undistributed net income (loss) of subsidiaries

   33,148    (42,693  (5,343
  

 

 

   

 

 

  

 

 

 

Net income (loss)

  $47,152   $(32,760 $7,116 
  

 

 

   

 

 

  

 

 

 

Statements of Comprehensive Income (Loss)

     

Net income (loss)

  $47,152   $(32,760 $7,116 
  

 

 

   

 

 

  

 

 

 

Other comprehensive income (loss), net of tax

     

Unrealized gain (loss) - subsidiaries

   14,732    (6,625  46 
  

 

 

   

 

 

  

 

 

 

Other comprehensive income (loss), net of tax

   14,732    (6,625  46 
  

 

 

   

 

 

  

 

 

 

Comprehensive income (loss)

  $61,884   $(39,385 $7,162 
  

 

 

   

 

 

  

 

 

 

-90-

Year Ended December 31, 2021
  2020
  2019
 
Statements of Income         
Revenues         
Dividends from subsidiaries $5,000  $14,000  $4,000 
Realized investment gains  0   0   12,378 
Other  481   463   1,009 
Total revenues  5,481   14,463   17,387 
Expenses            
Operating expenses  1,223   1,258   1,420 
Interest  787   794   1,327 
Total expenses  2,010   2,052   2,747 
Income before income tax (benefit) expense and equity in undistributed net income of subsidiaries  3,471   12,411   14,640 
Income tax (benefit) expense  (714)  (1,059)  636 
Income before equity in undistributed net income of subsidiaries  4,185   13,470   14,004 
Equity in undistributed net income of subsidiaries  21,069   39,345   33,148 
Net income $25,254  $52,815  $47,152 
Statements of Comprehensive Income            
Net income $25,254  $52,815  $47,152 
Other comprehensive (loss) income, net of tax            
Unrealized (loss) gain - subsidiaries  (7,847)  10,627   14,732 
Other comprehensive (loss) income,  net of tax  (7,847)  10,627   14,732 
Comprehensive income $17,407  $63,442  $61,884 

-103-

Condensed Statements of Cash Flows

(in thousands)

Year Ended December 31,  2019  2018  2017 

Cash flows from operating activities:

    

Net income (loss)

  $47,152  $(32,760 $7,116 
  

 

 

  

 

 

  

 

 

 

Adjustments:

    

Equity in undistributed net (income) loss of subsidiaries

   (33,148  42,694   5,343 

Realized investment gains

   (12,378  —     —   

Dividends received from DFSC

   —     —     1,037 

Other

   490   2,531   1,011 
  

 

 

  

 

 

  

 

 

 

Net adjustments

   (45,036  45,225   7,391 
  

 

 

  

 

 

  

 

 

 

Net cash provided

   2,116   12,465   14,507 
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities:

    

Net (purchases) sale of short-term investments

   (2,473  —     1 

Net purchase of property and equipment

   (150  (106  (788

Sale of DFSC

   33,923   —     —   

Sale of equity securities - available for sale

   20,287   —     —   

Investment in subsidiaries

   (18,283  (2,644  (2,992

Other

   —     (1  (1
  

 

 

  

 

 

  

 

 

 

Net cash received (used)

   33,304   (2,751  (3,780
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities:

    

Cash dividends paid

   (16,093  (15,659  (14,821

Issuance of common stock

   6,481   3,250   15,511 

Payments on lines of credit

   (25,000  —     (10,000

Borrowings under lines of credit

   —     1,000   —   
  

 

 

  

 

 

  

 

 

 

Net cash used

   (34,612  (11,409  (9,310
  

 

 

  

 

 

  

 

 

 

Net change in cash

   808   (1,695  1,417 

Cash at beginning of year

   1,542   3,237   1,820 
  

 

 

  

 

 

  

 

��

 

Cash at end of year

  $2,350  $1,542  $3,237 
  

 

 

  

 

 

  

 

 

 


Year Ended December 31, 2021
  2020
  2019
 
Cash flows from operating activities:         
Net income $25,254  $52,815  $47,152 
Adjustments:            
Equity in undistributed net income of subsidiaries  (21,069)  (39,345)  (33,148)
Realized investment gains  0   0   (12,378)
Other  (536)  (5,615)  490 
Net adjustments  (21,605)  (44,960)  (45,036)
Net cash provided  3,649   7,855   2,116 
Cash flows from investing activities:            
Net sale (purchases) of short-term investments  0   2,493   (2,473)
Net purchase of property and equipment  (13)  (18)  (150)
Sale of DFSC  0   0   33,923 
Sale of equity securities - available for sale  0   0   20,287 
Investment in subsidiaries  (916)  (1,037)  (18,283)
Net cash (used) received  (929)  1,438   33,304 
Cash flows from financing activities:            
Cash dividends paid  (19,099)  (16,976)  (16,093)
Issuance of common stock  15,433   20,654   6,481 
Payments on lines of credit  0   0   (25,000)
Net cash (used) received  (3,666)  3,678   (34,612)
Net change in cash  (946)  12,971   808 
Cash at beginning of year  15,321   2,350   1,542 
Cash at end of year $14,375  $15,321  $2,350 

19 - Segment Information



We have three3 reportable segments, which consist of our investment function, our commercial lines of insurance and our personal lines of insurance. Using independent agents, our insurance subsidiaries market commercial lines of insurance to small andmedium-sized businesses and personal lines of insurance to individuals.



We evaluate the performance of the commercial lines and personal lines primarily based upon our insurance subsidiaries’ underwriting results as determined under SAP for our total business.



We do not allocate assets to the commercial and personal lines and review the two segments in total for purposes of decision-making. We operate only in the United States, and no single customer or agent provides 10 percent or more of our revenues.

-91-



-104-


Financial data by segment is as follows:

   2019   2018   2017 
   (in thousands) 

Revenues:

      

Premiums earned:

      

Commercial lines

  $385,465   $337,924   $318,391 

Personal lines

   370,613    403,367    384,124 
  

 

 

   

 

 

   

 

 

 

GAAP premiums earned

   756,078    741,291    702,515 

Net investment income

   29,515    26,908    23,527 

Investment gains (losses)

   21,985    (4,802   5,705 

Equity in earnings of DFSC

   295    2,694    1,622 

Other

   4,578    5,737    5,658 
  

 

 

   

 

 

   

 

 

 

Total revenues

  $812,451   $771,828   $739,027 
  

 

 

   

 

 

   

 

 

 

   2019   2018   2017 
   (in thousands) 

Income (loss) before income taxes:

      

Underwriting income (loss):

      

Commercial lines

  $8,404   $(22,059  $13,263 

Personal lines

   (1,617   (53,590   (39,042
  

 

 

   

 

 

   

 

 

 

SAP underwriting income (loss)

   6,787    (75,649   (25,779

GAAP adjustments

   (3,079   894    4,408 
  

 

 

   

 

 

   

 

 

 

GAAP underwriting income (loss)

   3,708    (74,755   (21,371

Net investment income

   29,515    26,908    23,527 

Investment gains (losses)

   21,985    (4,802   5,705 

Equity in earnings of DFSC

   295    2,694    1,622 

Other

   1,578    1,718    2,631 
  

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

  $57,081   $(48,237  $12,114 
  

 

 

   

 

 

   

 

 

 

  2021
  2020
  2019
 
  (in thousands) 
Revenues:         
Premiums earned:         
Commercial lines $468,433  $412,877  $385,465 
Personal lines  307,582   329,163   370,613 
GAAP premiums earned  776,015   742,040   756,078 
Net investment income  31,126   29,504   29,515 
Investment gains  6,477   2,778   21,985 
Equity in earnings of DFSC  0   0   295 
Other  2,848   3,497   4,578 
Total revenues $816,466  $777,819  $812,451 

  2021
  2020
  2019
 
  (in thousands) 
Income before income taxes:         
Underwriting (loss) income:         
Commercial lines $(35,174) $(858) $8,404 
Personal lines  17,235   31,764   (1,617)
SAP underwriting (loss) income  (17,939)  30,906   6,787 
GAAP adjustments  9,945   (959)  (3,079)
GAAP underwriting (loss) income  (7,994)  29,947   3,708 
Net investment income  31,126   29,504   29,515 
Investment gains  6,477   2,778   21,985 
Equity in earnings of DFSC  0   0   295 
Other  730   1,043   1,578 
Income before income taxes $30,339  $63,272  $57,081 

20 - Guaranty Fund and Other Insurance-Related Assessments



Our insurance subsidiaries’ liabilities for guaranty fund and other insurance-related assessments were $1.6$1.7 million and $1.9$1.6 million at December 31, 20192021 and 2018,2020, respectively. These liabilities included $519,462$602,523 and $583,361$485,322 related to surcharges collected by our insurance subsidiaries on behalf of regulatory authorities for 20192021 and 2018,2020, respectively.

-92-


-105-

21 - Interim Financial Data (unaudited)

   2019 
   First Quarter   Second Quarter   Third Quarter   Fourth Quarter 

Net premiums earned

  $188,073,242   $188,763,313   $189,821,058   $189,420,787 

Total revenues

   214,713,874    198,788,954    198,009,900    200,938,743 

Net losses and loss expenses

   123,110,656    131,507,280    130,743,395    121,026,333 

Net income

   23,023,164    4,788,454    5,186,379    14,153,747 

Net earnings per common share:

        

Class A common stock - basic

   0.82    0.17    0.19    0.50 

Class A common stock - diluted

   0.82    0.17    0.18    0.50 

Class B common stock - basic and diluted

   0.75    0.15    0.16    0.45 

   2018 
   First Quarter   Second Quarter   Third Quarter   Fourth Quarter 

Net premiums earned

  $181,764,580   $185,714,110   $187,661,705   $186,150,478 

Total revenues

   189,328,278    195,790,028    199,904,180    186,805,834 

Net losses and loss expenses

   156,583,268    135,753,645    140,726,106    143,395,401 

Net (loss) income

   (18,178,078   (789,855   1,206,356    (14,998,763

Net (loss) earnings per common share:

        

Class A common stock - basic

   (0.66   (0.03   0.04    (0.53

Class A common stock - diluted

   (0.66   (0.03   0.04    (0.53

Class B common stock - basic and diluted

   (0.60   (0.03   0.04    (0.50

-93-

Index


Report of Independent Registered Public Accounting Firm


To the Stockholders and Board of Directors of Donegal Group Inc.:


Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Donegal Group Inc. and subsidiaries (the Company) as of December 31, 20192021 and 2018,2020, the related consolidated statements of income (loss) and comprehensive income, (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019,2021, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192021 and 2018,2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019,2021, in conformity with U.S. generally accepted accounting principles.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019,2021, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 6, 20207, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We did not audit the financial statements of Donegal Financial Services Corporation (previously a 48.2 percent-owned investee company). The Company’s investment in Donegal Financial Services Corporation was $41,025,975 as of December 31, 2018, and its equity in earnings of Donegal Financial Services Corporation was $2,693,962 and $1,621,605 for the years 2018 and 2017, respectively. The financial statements of Donegal Financial Services Corporation were audited by other auditors whose report was furnished to us, and our opinion, insofar as it relates to the amounts included for Donegal Financial Services Corporation, is based solely on the report of the other auditors.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for changes in fair value of equity securities in 2018 due to the adoption of Accounting Standards Update2016-01,Recognition and Measurement of Financial Assets and Liabilities.


Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.

LOGO


Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimate of Liabilities for Losses and Loss Expenses
As discussed in Notes 1 and 8 to the consolidated financial statements, the Company estimates the liabilities for losses and loss expenses (reserves) through an internal reserve analysis that relies upon generally accepted actuarial practices. The Company develops reserve estimates by line of business and, as experience emerges and other information develops, the reserve estimates are assessed in aggregate and adjusted as necessary. As of December 31, 2021, the Company recorded a liability of $1.078 billion for reserves.

-106-

We identified the evaluation of the estimate of reserves as a critical audit matter. The evaluation of the Company’s estimate of reserves involved a high degree of auditor judgment due to the inherent uncertainties in the use of actuarial methods and assumptions, which considered internal and external factors. Assumptions included the selection of loss development factors, a priori ratios, and the weighting of actuarial methods when more than one was used. Evaluating the actuarial methods and assumptions required specialized skills and auditor judgment.

The following are the primary procedures we performed to address this critical audit matter. We evaluated, with the involvement of actuarial professionals, when appropriate, the design and tested the operating effectiveness of certain internal controls related to the Company’s reserving process. These included controls related to the Company’s actuarial analyses and determination of the Company’s estimate of recorded reserves. We involved actuarial professionals with specialized skills and knowledge, who assisted in:

evaluating the Company’s actuarial methods by comparing them to generally accepted actuarial practices

developing an independent estimate of reserves for certain lines of business using methods consistent with generally accepted actuarial practices by independently forming assumptions of loss development factors, a priori ratios, and the weighting of actuarial methods when more than one was used, considering internal and external factors

assessing the Company's internal actuarial analysis for certain lines of business by reviewing the assumptions and actuarial methods used, which included the selection of loss development factors, a priori ratios, and the weighting of actuarial methods when more than one was used, considering internal and external factors

developing a range of reserves and comparing to the Company’s recorded reserves and assessing movement of the Company’s recorded reserves within that range.

graphic

We or our predecessor firms have served as the Company’s auditor since 1986.


Philadelphia, Pennsylvania


March 6, 2020

-94-

7, 2022


-107-

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.


None.


Item 9A.

Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules13a-15(e) and15d-15(e) under the Exchange Act) at December 31, 20192021 covered by this Form10-K Report. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, at December 31, 2019,2021, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information we are required to disclose in the reports that we file or submit under the Exchange Act and our disclosure controls and procedures are also effective to ensure that information we disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.


Management’s Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule13a-15(f) under the Exchange Act. Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, our management has conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on our evaluation under the COSO Framework, our management has concluded that our internal control over financial reporting was effective at December 31, 2019.

2021.


The effectiveness of our internal control over financial reporting at December 31, 20192021 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report, which is included in this Form10-K Report.


Changes in Internal Control over Financial Reporting

There were no


During 2021, Donegal Mutual implemented new infrastructure and applications systems that Donegal Mutual and our insurance subsidiaries began to utilize for the issuance of new personal automobile, homeowners and personal umbrella liability policies in certain states effective beginning in the fourth quarter of 2021. The implementation of the new systems represented the second phase of a multi-year systems modernization initiative Donegal Mutual is implementing to achieve various benefits for Donegal Mutual and our insurance subsidiaries, including streamlined workflows and innovative business solutions.

Donegal Mutual also implemented a new application system that Donegal Mutual and our insurance subsidiaries began to utilize during 2021 for the allocation of expenses. The new application system provides for further automation of, and enhanced internal controls over, the expense allocation process. The implementation of the new system represented the first phase of a multi-year accounting systems and process modernization initiative Donegal Mutual is implementing to achieve various benefits for Donegal Mutual and our insurance subsidiaries, including streamlined financial reporting workflows and a more efficient control environment.

Such changes resulted in changes to procedures related to our financial reporting. Prior to the implementation of the new systems, we identified and designed new internal controls that we incorporated into our internal controls over financial reporting. Following the implementation, we validated these new controls according to our established processes. We did not implement these changes in internal controls to respond to any actual or perceived significant deficiencies in our internal control over financial reporting (as such term is defined in Rules13a-15(f) and15d-15(f) under the Exchange Act) that occurred during the fourth quarter of 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Item 9B.

Other Information.


None.

-95-

-108-

Report of Independent Registered Public Accounting Firm


To the Stockholders and Board of Directors

Donegal Group Inc.:


Opinion on Internal Control Over Financial Reporting

We have audited Donegal Group Inc.andInc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019,2021, based on criteria established inInternal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission.  In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2021, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20192021 and 2018,December 31, 2020, the related consolidated statements of income (loss) and comprehensive income, (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019,2021, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated March 6, 20207, 2022 expressed an unqualified opinion on those consolidated financial statements.


Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

LOGO


graphic

Philadelphia, Pennsylvania

March 6, 2020

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7, 2022


-109-

PART III


Item 10.

Directors, Executive Officers and Corporate Governance.

Other than the information we provide below, we incorporate the response to this Item 10 by reference to our proxy statement we will file with the SEC on or about March 16, 202015, 2022 relating to our annual meeting of stockholders that we will hold on April 16, 2020,21, 2022, or our Proxy Statement.


Executive Officers of the Registrant

The following table sets forth information regarding the executive officers of Donegal Mutual and the Registrant as of the date of this Form10-K Report, each of whom has served with us for more than 10 years:

Report:

Name

 

Age

 

Position

Kevin G. Burke

 5456 President and Chief Executive Officer of us since 2015; President and Chief Executive Officer of Donegal Mutual since 2018; President and Chief Executive Officer of us since 2015; Executive Vice President and Chief Operating Officer of Donegal Mutual from 2014 to 2018; Senior Vice President of Human Resources of Donegal Mutual and us from 2005 to 2014; Vice President of Human Resources of Donegal Mutual and us from 2001 to 2005; other positions from 2000 to 2001.2005.

Richard G. Kelley

Jeffrey D. Miller
 65Senior Vice President and Head of Field Operations of Donegal Mutual and us since 2018; Senior Vice President of Donegal Mutual from 2007 to 2018; other positions from 2000 to 2007.

Jeffrey D. Miller

5557 Executive Vice President and Chief Financial Officer of Donegal Mutual and us since 2014; Senior Vice President and Chief Financial Officer of Donegal Mutual and us from 2005 to 2014; other positions from 1993 to 2005.
Kristi S. Altshuler41Senior Vice President and ControllerChief Analytics Officer of us since 2020; Senior Vice President and Chief Analytics Officer of Donegal Mutual since 2019; Director of Willis Towers Watson from 2018 to 2019; Director of Pricing Innovation of USAA from 2014 to 2018; other positions at USAA from 2001 to 2014.
W. Daniel DeLamater49Senior Vice President of us since 2022; Senior Vice President and Head of Field Operations & National Accounts of Donegal Mutual since 2022; Senior Vice President of National Accounts for Donegal Mutual from 2020 to 2022; President of Southern Mutual Insurance Company since 2016; other positions at Southern Mutual Insurance Company from 2000 to 2016.
William A. Folmar63Senior Vice President of Claims of Donegal Mutual and Senior Vice President of us since 2019; Vice President of Claims of Donegal Mutual from 2010 to 2019; other positions from 1998 to 2010.
Francis J. Haefner, Jr.58Senior Vice President of us since 2020; Senior Vice President of Commercial Lines Underwriting of Donegal Mutual since 2012; other positions from 1984 to 2012.
Jeffery T. Hay47Senior Vice President and Chief Underwriting Officer of Donegal Mutual and Senior Vice President of us since 2021; Senior Director of Willis Towers Watson from 2018 to 2021; Head of Personal Lines Product Management of The Hartford from 2015 to 2018; other positions at The Hartford from 2005 to 2015.
Christina M. Hoffman47Senior Vice President and Chief Risk Officer of Donegal Mutual and us since 2019; Senior Vice President of Internal Audit of Donegal Mutual and Senior Vice President of us from 20002013 to 2005;2019; Vice President of Internal Audit of Donegal Mutual and Vice President of us from 2009 to 2013.
Jeffrey A. Jacobsen68Senior Vice President of us since 2020; Senior Vice President of Personal Lines Underwriting of Donegal Mutual since 2008; other positions from 19951991 to 2000.2008.

Sanjay Pandey

Robert R. Long, Jr.
 5363Senior Vice President and General Counsel of Donegal Mutual and us since 2018; Vice President and House Counsel of Donegal Mutual from 2012 to 2018; other positions from 2010 to 2012.
Sanjay Pandey55 Senior Vice President and Chief Information Officer of Donegal Mutual and us since 2013; other positions from 2000 to 2013.
V. Anthony Viozzi48Senior Vice President and Chief InformationInvestment Officer of Donegal Mutual and us since 2012; Vice President of Investments of Donegal Mutual and us from 20092007 to 2013; other positions from 2000 to 2009.2012.

Daniel J. Wagner

 5961 Senior Vice President and Treasurer of Donegal Mutual and us since 2005; Vice President and Treasurer of Donegal Mutual and us from 2000 to 2005; other positions from 19931987 to 2000.2005.


We incorporate the full text of our Code of Business Conduct and Ethics by reference to Exhibit 14 to this Form10-K Report.

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-110-

Item 11.

Executive Compensation.


We incorporate the response to this Item 11 by reference to our Proxy Statement. Neither the Report of our Compensation Committee nor the Report of our Audit Committee included in our Proxy Statement shall constitute or be deemed to constitute a filing with the SEC under the Securities Act or the Exchange Act or be deemed to have been incorporated by reference into any filing we make under the Securities Act or the Exchange Act, except to the extent we specifically incorporate the Report of Our Compensation Committee or the Report of Our Audit Committee by reference.


Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.


We incorporate the response to this Item 12 by reference to our Proxy Statement.


Item 13.

Certain Relationships and Related Transactions, and Director Independence.


We incorporate the response to this Item 13 by reference to our Proxy Statement.


Item 14.

Principal Accounting Fees and Services.


We incorporate the response to this Item 14 by reference to our Proxy Statement.

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PART IV


Item 15.

Exhibits, Financial Statement Schedules.

(a) Financial statements, financial statement schedule and exhibits filed:

(a) Consolidated Financial Statements



(a)Financial statements, financial statement schedule and exhibits filed:


(i)Consolidated Financial Statements
 Page

106
 94 

Donegal Group Inc. and Subsidiaries:

 

64
 55 

65
 56 

66
 57 

67
 58 

68
 59 

Report and Consent of Independent Registered Public Accounting Firm

(Filed as Exhibit 23.1)

 


(b)

Consent of Independent Registered Public Accounting Firm
(Filed as Exhibit 23.2)

(b) Financial Statement Schedule

115
 103 

Filed herewith


We have omitted all other schedules since they are not required, not applicable or the information is included in the financial statements or notes to the financial statements.

(c) Exhibits



(c)Exhibits

Exhibit

No.

 

Description of Exhibits

 

Reference

  3.1

 
3.1 (r)(k)

  3.2

 
3.2 (h)(e)

  4.1

 
4.1 Filed herewith(o)

Management Contracts and Compensatory Plans or Arrangements

 

10.1

 
10.1 (b)(h)

10.2

 
10.2 (b)(h)

10.3

 Donegal Group Inc. 2011 Employee Stock Purchase Plan. (b)

10.4

10.3
  (c)(i)

10.5

 
10.4 (c)(i)

10.6

 
10.5(d)

-99-


10.7

Consulting Agreement dated as of July 29, 2011 among Donegal Mutual Insurance Company, Donegal Group Inc. and Donald H. Nikolaus.(d)

10.8

Employment Agreement dated as of July 29, 2011October 1, 2020 among Donegal Mutual Insurance Company, Donegal Group Inc. and Kevin G. Burke. (d)(n)

10.9

 
10.6(q)

10.10

Employment Agreement dated as of July 29, 2011October 1, 2020 among Donegal Mutual Insurance Company, Donegal Group Inc. and Jeffrey D. Miller. (d)(n)

10.11

 
10.7 (m)Filed herewith

-112-

10.12

10.8
 Employment Agreement dated as of July 29, 2011 among Donegal Mutual Insurance Company, Donegal Group Inc. and Daniel J. Wagner.(d)

10.13

 (e)(a)

10.14

 
10.9 (e)(a)

10.15

 
10.10 (a)(b)

10.16

 
10.11 (a)(b)

10.17

 
10.12 (a)(b)

10.18

 
10.13 (a)(b)

10.19

 
10.14 (f)(c)

10.20

 Donegal Group Inc. Cash Incentive Bonus Plan for 2019 and prior years. (p)

10.21

10.15
  (n)(j)

10.22

 
10.16 (n)(j)

10.23

 
10.17(l)
10.18(l)
10.19 Filed herewith(m)

10.24

 
10.20(m)
10.21(o)
10.22(p)
10.23 Filed herewith

10.25

 Donegal Group Inc. 2019 Equity Incentive Plan for Employees. (s)

10.26

Other Material Contracts
 Donegal Group Inc. 2019 Equity Incentive Plan for Directors.
 (s)

Other Material Contracts

 

10.27

10.24
  (i)(f)

10.28

 
10.25 (j)(g)

10.29

 
10.26 (j)Filed herewith

10.30

 
10.27 (j)(g)

10.31

 
10.28 (k)(q)

10.32

 Stock Purchase and Standstill Agreement dated as of December  18, 2015 among Donegal Mutual Insurance Company, Donegal Group Inc. and Gregory M. Shepard. (o)

10.33

10.29
  (q)

-100-


(o)

14

 
14 (g)(d)

21

 
21 Filed herewith

23.1

 
23.1 Filed herewith

23.2

 
31.1 Filed herewith

31.1

 
31.2 Filed herewith

-113-

31.2

32.1
 Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer.Filed herewith

32.1

 Filed herewith

32.2

 
32.2 Filed herewith

Exhibit 101.INS

 XBRL Instance Document Filed herewith

Exhibit 101.SCH

 XBRL Taxonomy Extension Schema Document Filed herewith

Exhibit 101.PRE

 XBRL Taxonomy Presentation Linkbase Document Filed herewith

Exhibit 101.CAL

 XBRL Taxonomy Calculation Linkbase Document Filed herewith

Exhibit 101.LAB

 XBRL Taxonomy Label Linkbase Document Filed herewith

Exhibit 101.DEF

 XBRL Taxonomy Extension Definition Linkbase Document Filed herewith




(a)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form10-K Report for the year ended December 31, 2001.

1999.

(b)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form8-K 10-K Report dated April 22, 2011.

for the year ended December 31, 2001.

(c)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form8-K 10-K Report dated April 22, 2013.

for the year ended December 31, 2002.

(d)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form8-K 10-K Report dated August 3, 2011.

for the year ended December 31, 2003.

(e)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form10-K 8-K Report for the year ended December 31, 1999.

dated July 18, 2008.

(f)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form10-K Report for the year ended December 31, 2002.

2009.

(g)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form10-K Report for the year ended December 31, 2003.

2010.

(h)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form8-K Report dated July 18, 2008.

April 22, 2011.

(i)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form10-K 8-K Report for the year ended December 31, 2009.

dated April 22, 2013.

(j)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form10-K Report for the year ended December 31, 2010.

(k)

We incorporate such exhibit by reference to the like-described exhibit filed in Registrant’s FormS-3 registration statement filed on April 28, 2015.

(m)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form10-K Report for the year ended December 31, 2014.

(n)

We incorporate such exhibit by reference to the descriptioncopy of such plan in Registrant’s definitive proxy statement for its Annual Meeting of Stockholders held on April 16, 2015 filed on March 16, 2015.

(o)

(k)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form8-K 10-Q Report dated December 22, 2015.

for the quarter ended June 30, 2019.
(p)

(l)

We incorporate such exhibit by reference to the description of such plan in Registrant’s definitive proxy statement for its Annual Meeting of Stockholders held on April 20, 2017 filed on March 16, 2017.

(q)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form10-K Report for the year ended December 31, 2018.

-101-


(r)

We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form10-Q Report for the year ended June 30, 2019.

(s)

We incorporate such exhibit by reference to the descriptioncopy of such plan in Registrant’s definitive proxy statement for its Annual  Meeting of Stockholders held on April 18, 2019 filed on March 18, 2019.

(m)We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 2019.
(n)We incorporate such exhibit by reference to the like-described exhibit in Registrant's Form 8-K Report dated October 1, 2020.
(o)We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form 10-K Report for the year ended December 31, 2020.
(p)We incorporate such exhibit by reference to the copy of such plan in Registrant’s definitive proxy statement for its Annual Meeting of Stockholders held on April 15, 2021 filed on March 15, 2021.
(q)We incorporate such exhibit by reference to the like-described exhibit in Registrant’s Form S-3 Registration Statement filed on September 30, 2021.

Item 16.

Form10-K Summary.


None.

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-114-

Index
DONEGAL GROUP INC. AND SUBSIDIARIES

SCHEDULE III — SUPPLEMENTARY INSURANCE INFORMATION


Years Ended December 31, 2019, 20182021, 2020 and 2017

2019

($ in thousands)

Segment

  Net
Premiums
Earned
   Net
Investment
Income
   Net Losses
and Loss
Expenses
   Amortization
of Deferred
Policy
Acquisition
Costs
   Other
Underwriting
Expenses
   Net
Premiums
Written
 

Year Ended December 31, 2019

            

Commercial lines

  $385,465   $—     $242,685   $62,424   $61,631   $404,879 

Personal lines

   370,613    —      263,703    60,019    52,931    347,722 

Investments

   —      29,515    —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $756,078   $29,515   $506,388   $122,443   $114,562   $752,601 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Year Ended December 31, 2018

            

Commercial lines

  $337,924   $—     $246,048   $55,143   $51,635   $349,895 

Personal lines

   403,367    —      330,410    65,821    61,635    394,121 

Investments

   —      26,908    —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $741,291   $26,908   $576,458   $120,964   $113,270   $744,016 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Year Ended December 31, 2017

            

Commercial lines

  $318,391   $—     $197,344   $52,149   $52,817   $329,116 

Personal lines

   384,124    —      289,924    62,916    63,721    400,023 

Investments

   —      23,527    —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $702,515   $23,527   $487,268   $115,065   $116,538   $729,139 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

-103-

Segment 
Net
Premiums
Earned
  
Net
Investment
Income
  
Net Losses
and Loss
Expenses
  
Amortization
of Deferred
Policy
Acquisition
Costs
  
Other
Underwriting
Expenses
  
Net
Premiums
Written
 
Year Ended December 31, 2021                  
Commercial lines $468,433  $0  $321,483  $84,927  $85,345  $501,785 
Personal lines  307,582   0   199,227   43,806   44,023   302,482 
Investments  0   31,126   0   0   0   0 
  $776,015  $31,126  $520,710  $128,733  $129,368  $804,267 
Year Ended December 31, 2020                        
Commercial lines $412,877  $0  $264,053  $66,253  $72,245  $425,986 
Personal lines  329,163   0   195,711   52,819   53,618   316,154 
Investments  0   29,504   0   0   0   0 
  $742,040  $29,504  $459,764  $119,072  $125,863  $742,140 
Year Ended December 31, 2019                        
Commercial lines $385,465  $0  $242,685  $62,424  $61,631  $404,879 
Personal lines  370,613   0   263,703   60,019   52,931   347,722 
Investments  0   29,515   0   0   0   0 
  $756,078  $29,515  $506,388  $122,443  $114,562  $752,601 


-115-

DONEGAL GROUP INC. AND SUBSIDIARIES

SCHEDULE III — SUPPLEMENTARY INSURANCE INFORMATION, CONTINUED

($ in thousands)

   At December 31, 

Segment

  Deferred
Policy
Acquisition
Costs
   Liability
For Losses
and Loss
Expenses
   Unearned
Premiums
   Other Policy
Claims and
Benefits
Payable
��

2019

        

Commercial lines

  $30,947   $582,682   $266,297   $—   

Personal lines

   28,338    286,992    243,850    —   

Investments

   —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 
  $59,285   $869,674   $510,147   $—   
  

 

 

   

 

 

   

 

 

   

 

 

 

2018

        

Commercial lines

  $27,762   $518,127   $231,990   $—   

Personal lines

   32,853    296,538    274,539    —   

Investments

   —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 
  $60,615   $814,665   $506,529   $—   
  

 

 

   

 

 

   

 

 

   

 

 

 

-104-

  At December 31, 
Segment 
Deferred
Policy
Acquisition
Costs
  
Liability
For Losses
and Loss
Expenses
  
Unearned
Premiums
  
Other Policy
Claims and
Benefits
Payable
 
2021
            
Commercial lines $41,225  $814,681  $347,213  $0 
Personal lines  26,803   262,939   225,745   0 
Investments  0   0   0   0 
  $68,028  $1,077,620  $572,958  $0 
2020
                
Commercial lines $33,246  $694,569  $301,901  $0 
Personal lines  25,911   267,438   235,289   0 
Investments  0   0   0   0 
  $59,157  $962,007  $537,190  $0 


-116-

IndexReport of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Donegal Financial Services Corporation

Mount Joy, Pennsylvania

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Donegal Financial Services Corporation and subsidiary (the “Company”) as of December 31, 2018, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”) (not presented separately herein). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of a Matter

On March 8, 2019 the Company was acquired by Northwest Bancshares, Inc.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO USA, LLP

We served as the Company’s auditor from 2013 to 2019.

Harrisburg, Pennsylvania

March 7, 2019

-105-


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DONEGAL GROUP INC.
By:

/s/ Kevin G. Burke

 Kevin G. Burke, President and Chief Executive Officer

Date: March 6, 2020

7, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature

 

Title

 

Date

/s/ Kevin G. Burke

 President, Chief Executive Officer and a Director March 6, 20207, 2022
Kevin G. Burke (principal executive officer) 

/s/ Jeffrey D. Miller

 Executive Vice President and Chief Financial Officer March 6, 20207, 2022
Jeffrey D. Miller (principal financial and accounting officer) 

/s/ Scott A. Berlucchi

 Director March 6, 20207, 2022
Scott A. Berlucchi  

/s/ Dennis J. Bixenman

 Director March 6, 20207, 2022
Dennis J. Bixenman  

/s/ Robert S. Bolinger

Jack L. Hess
 Director March 6, 2020
Robert S. Bolinger

/s/ Patricia A. Gilmartin

DirectorMarch 6, 2020
Patricia A. Gilmartin

/s/ Jack L. Hess

DirectorMarch 6, 20207, 2022
Jack L. Hess  

/s/ Barry C. Huber

 Director March 6, 20207, 2022
Barry C. Huber  

/s/ Kevin M. Kraft, Sr.

David C. King
 Director March 6, 20207, 2022
David C. King
/s/ Kevin M. Kraft, Sr.DirectorMarch 7, 2022
Kevin M. Kraft, Sr.  

/s/ Jon M. Mahan

 Director March 6, 20207, 2022
Jon M. Mahan  

/s/ S. Trezevant Moore, Jr.

 Director March 6, 20207, 2022
S. Trezevant Moore, Jr.  

/s/ Richard D. Wampler, II

Annette B. Szady
 Director March 6, 20207, 2022

Annette B. Szady


/s/ Richard D. Wampler, II

 Director March 7, 2022
Richard D. Wampler, II

-106-



-117-