UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

Form 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2020

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 numbernumber: 0-5534
                                                                                September 30, 2017              0-5534

graphic
BALDWIN & LYONS, INC.
PROTECTIVE INSURANCE CORPORATION
(Exact name of registrant as specified in its charter)


INDIANA
Indiana
35-0160330
(State or other jurisdiction of
incorporation or organization)
35-0160330
(I.R.S. Employer
Identification Number)
111 Congressional Boulevard Carmel, Indiana,
Carmel, Indiana
46032
(Address of principal executive offices)
46032
(Zip Code)


Registrant's telephone number, including area code:  (317) (317) 636-9800


Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, No Par ValuePTVCAThe Nasdaq Stock Market LLC
Class B Common Stock, No Par ValuePTVCBThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15 (d)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___  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   No ____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer",filer," "accelerated filer",filer," "smaller reporting company"company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ____  Accelerated filer Non-accelerated filer ____
Smaller reporting company ____   Emerging growth company ____


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ____


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ____ No


Indicate the number of shares outstanding of each of the issuer's classes of common stock as of November 1, 2017:3, 2020:
Common Stock, No Par Value:                 Class A (voting)                                                                                                                                                    2,623,109
Common Stock, No Par Value:Class A (voting)2,603,350
Class B (non-voting)11,662,517
14,265,867
                                                            Class B (non-voting)                                                                                                                                          12,413,798

                                                                                                                                                                                                                                           15,036,907
- 1 -

PART I – FINANCIAL INFORMATION



Baldwin & Lyons, Inc. and Subsidiaries      
Unaudited Consolidated Balance Sheets      
(in thousands, except share data)      
       
  September 30  December 31 
  2017  2016 
Assets      
Investments:      
   Fixed maturities $489,606  $491,904 
   Equity securities  194,167   119,945 
   Limited partnerships  69,568   76,469 
   Short-term and other  1,000   1,500 
   754,341   689,818 
         
Cash and cash equivalents  68,529   62,976 
Accounts receivable  80,112   64,984 
Reinsurance recoverable  307,239   255,024 
Other assets  81,655   78,732 
Current federal income taxes recoverable  5,680   2,603 
  $1,297,556  $1,154,137 
         
Liabilities and shareholders' equity        
Reserves for losses and loss expenses $656,006  $576,330 
Reserves for unearned premiums  40,059   21,694 
Short-term borrowings  20,000   20,000 
Accounts payable and other liabilities  162,144   120,356 
Deferred federal income taxes  14,417   11,412 
   892,626   749,792 
Shareholders' equity:        
   Common stock-no par value:        
   Class A voting -- authorized 3,000,000 shares;        
      outstanding -- 2017 - 2,623,109; 2016 - 2,623,109  112   112 
   Class B non-voting -- authorized 20,000,000 shares;        
      outstanding -- 2017 - 12,413,798; 2016 - 12,460,900  530   532 
   Additional paid-in capital  54,845   54,286 
   Unrealized net gains on investments  45,488   34,051 
   Foreign exchange adjustment  (321)  (831)
   Retained earnings  304,276   316,195 
   404,930   404,345 
  $1,297,556  $1,154,137 

ITEM 1. FINANCIAL STATEMENTS



Protective Insurance Corporation and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share data)

 
September 30
2020
  
December 31
2019
 
Assets      
Investments:      
Fixed income securities $851,937  $795,538 
Equity securities  48,417   76,812 
Limited partnerships  7,455   23,292 
Commercial mortgage loans  11,087   11,782 
Short-term and other  1,000   1,000 
   919,896   908,424 
         
Cash and cash equivalents  90,425   67,851 
Restricted cash and cash equivalents  10,117   21,037 
Accounts receivable  94,820   111,762 
Reinsurance recoverable  429,544   432,067 
Other assets  91,109   86,306 
Current federal income taxes recoverable  3,102   4,878 
Deferred federal income taxes  5,810   2,035 
         Total Assets $1,644,823  $1,634,360 
         
Liabilities and shareholders' equity        
Reserves for losses and loss expenses $1,054,457  $988,305 
Reserves for unearned premiums  63,553   74,810 
Reinsurance payable  53,202   65,835 
Short-term borrowings  20,000   20,000 
Accounts payable and other liabilities  108,947   121,094 
     Total Liabilities  1,300,159   1,270,044 
         
Shareholders' equity:        
Common stock-0 par value:        
Class A voting -- authorized 3,000,000 shares; outstanding -- 2020 - 2,603,350; 2019 - 2,603,350  111   111 
Class B non-voting -- authorized 20,000,000 shares; outstanding -- 2020 - 11,650,004; 2019 - 11,675,956  498   499 
Additional paid-in capital  54,160   53,349 
Accumulated other comprehensive income  14,185   9,369 
Retained earnings  275,710   300,988 
     Total Shareholders' Equity  344,664   364,316 
         Total Liabilities and Shareholders' Equity $1,644,823  $1,634,360 

See notes to condensed consolidated financial statements.

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2 -




Baldwin & Lyons, Inc. and Subsidiaries            
Unaudited Consolidated Statements of Operations            
(in thousands, except per share data)            
             
  Three Months Ended  Nine Months Ended 
  September 30  September 30 
  2017  2016  2017  2016 
Revenues            
Net premiums earned $89,100  $71,235  $231,070  $206,870 
Net investment income  4,027   3,513   12,434   10,501 
Commissions and other income  1,407   1,207   3,789   4,035 
Net realized gains on investments, excluding                
impairment losses  5,982   9,576   15,603   22,023 
Total other-than-temporary impairment losses on investments  (38)  (1,844)  (69)  (4,999)
Net realized gains on investments  5,944   7,732   15,534   17,024 
   100,478   83,687   262,827   238,430 
                 
Expenses                
Losses and loss expenses incurred  60,673   56,827   181,026   138,116 
Other operating expenses  29,187   21,225   82,185   64,326 
   89,860   78,052   263,211   202,442 
Income (loss) before federal income taxes (benefits)  10,618   5,635   (384)  35,988 
Federal income taxes (benefits)  3,184   1,634   (2,231)  11,906 
Net income $7,434  $4,001  $1,847  $24,082 
                 
Per share data:                
Basic and diluted earnings $.49  $.27  $.12  $1.60 
                 
    Dividends paid to shareholders $.27  $.26  $.81  $.78 
                 
Reconciliation of shares outstanding:                
   Average shares outstanding - basic  15,089   15,084   15,084   15,068 
   Dilutive effect of share equivalents  29   -   40   16 
   Average shares outstanding - diluted  15,118   15,084   15,124   15,084 

Protective Insurance Corporation and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share data)

 
Three Months Ended
September 30
  
Nine Months Ended
September 30
 
  2020  2019  2020  2019 
Revenues            
Net premiums earned $117,853  $110,288  $325,242  $335,931 
Net investment income  5,486   6,703   19,102   19,434 
Commissions and other income  1,469   2,716   5,020   6,761 
    Net realized gains (losses) on investments, excluding impairment losses  (39)  1,199   (8,924)  1,872 
    Impairment losses on investments  (588)  (58)  (1,046)  (404)
    Net unrealized gains (losses) on equity securities and limited partnership investments  771   (1,016)  (7,026)  7,573 
Net realized and unrealized gains (losses) on investments  144   125   (16,996)  9,041 
   124,952   119,832   332,368   371,167 
                 
Expenses                
Losses and loss expenses incurred  84,673   84,781   234,713   262,336 
Other operating expenses  36,952   36,070   105,259   104,386 
   121,625   120,851   339,972   366,722 
Income (loss) before federal income tax expense (benefit)  3,327   (1,019)  (7,604)  4,445 
Federal income tax expense (benefit)  46   (312)  (96)  869 
Net income (loss) $3,281  $(707) $(7,508) $3,576 
                 
Net income (loss) per share:                
Basic $0.23  $(0.05) $(0.53) $0.24 
Diluted $0.23  $(0.05) $(0.53) $0.24 
                 
Weighted average number of shares outstanding:                
Basic  14,132   14,361   14,139   14,607 
Dilutive effect of share equivalents  169   n/a   n/a   77 
Diluted  14,301   14,361   14,139   14,684 

See notes to condensed consolidated financial statements.

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3 -


Baldwin & Lyons, Inc. and Subsidiaries            
Unaudited Consolidated Statements of Comprehensive Income            
(in thousands)            
             
  Three Months Ended  Nine Months Ended 
  September 30  September 30 
  2017  2016  2017  2016 
             
Net income $7,434  $4,001  $1,847  $24,082 
                 
Other comprehensive income (loss), net of tax:                
Unrealized net gains (losses) on securities:                
Unrealized net gains arising during the period  4,862   4,900   15,999   7,471 
Less: reclassification adjustment for net gains                
included in net income  2,240   2,164   4,562   8,985 
   2,622   2,736   11,437   (1,514)
                 
Foreign currency translation adjustments  57   (145)  510   398 
                 
Other comprehensive income (loss)  2,679   2,591   11,947   (1,116)
                 
Comprehensive income $10,113  $6,592  $13,794  $22,966 



Protective Insurance Corporation and Subsidiaries

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)

 
Three Months Ended
September 30
  
Nine Months Ended
September 30
 
  2020  2019  2020  2019 
Net income (loss) $3,281  $(707) $(7,508) $3,576 
                 
Other comprehensive income, net of tax:                
   Unrealized net gains on fixed income securities  6,133   1,566   5,123   16,539 
                 
Foreign currency translation adjustments  159   (189)  (307)  402 
                 
Other comprehensive income  6,292   1,377   4,816   16,941 
                 
Comprehensive income (loss) $9,573  $670  $(2,692) $20,517 

See notes to condensed consolidated financial statements.


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4 -



Baldwin & Lyons, Inc. and Subsidiaries      
Unaudited Consolidated Statements of Cash Flows      
(in thousands)      
       
  Nine Months Ended 
  September 30 
  2017  2016 
       
Net cash provided by operating activities $55,235  $32,397 
Investing activities:        
   Purchases of available-for-sale investments  (305,130)  (310,398)
   Purchases of limited partnership interests  (897)  - 
   Proceeds from sales or maturities        
       of available-for-sale investments  257,977   286,580 
   Net sales of short-term investments  500   720 
   Distributions from limited partnerships  16,313   1,462 
   Other investing activities  (4,825)  (5,440)
Net cash used in investing activities  (36,062)  (27,076)
Financing activities:        
   Dividends paid to shareholders  (12,250)  (11,885)
   Repurchase of common shares  (1,880)  - 
Net cash used in financing activities  (14,130)  (11,885)
         
Effect of foreign exchange rates on cash and cash equivalents  510   398 
         
Increase (decrease) in cash and cash equivalents  5,553   (6,166)
Cash and cash equivalents at beginning of period  62,976   73,538 
Cash and cash equivalents at end of period $68,529  $67,372 



Protective Insurance Corporation and Subsidiaries

Unaudited Condensed Consolidated Statements of Shareholders' Equity
(in thousands)

  Common Stock  Additional  Accumulated Other       
  Class A  Class B  Paid-in  Comprehensive  Retained  Total 
Description Shares  Amount  Shares  Amount  Capital  Income (Loss)  Earnings  Equity 
Balance at December 31, 2019  2,603  $111   11,676  $499  $53,349  $9,369  $300,988  $364,316 
Cumulative effect of the adoption of updated accounting guidance for credit losses, net of tax     0      0   0   0   (12,281)  (12,281)
Net loss     0      0   0   0   (7,508)  (7,508)
Foreign currency translation adjustment, net of tax     0      0   0   (307)  0   (307)
Change in unrealized gain (loss) on investments, net of tax     0      0   0   5,123   0   5,123 
Common stock dividends     0      0   0   0   (4,275)  (4,275)
Repurchase of common shares  0   0   (127)  (5)  (563)  0   (1,214)  (1,782)
Restricted stock grants  0   0   101   4   1,374   0   0   1,378 
Balance at September 30, 2020  2,603  $111   11,650  $498  $54,160  $14,185  $275,710  $344,664 


  Common Stock  Additional  Accumulated Other       
  Class A  Class B  Paid-in  Comprehensive  Retained  Total 
Description Shares  Amount  Shares  Amount  Capital  Income (Loss)  Earnings  Equity 
Balance at June 30, 2020  2,603  $111   11,610  $496  $53,692  $7,893  $273,846  $336,038 
Net income     0      0   0   0   3,281   3,281 
Foreign currency translation adjustment, net of tax     0      0   0   159   0   159 
Change in unrealized gain (loss) on investments, net of tax     0      0   0   6,133   0   6,133 
Common stock dividends     0      0   0   0   (1,417)  (1,417)
Repurchase of common shares  0   0   0   0   0   0   0   0 
Restricted stock grants  0   0   40   2   468   0   0   470 
Balance at September 30, 2020  2,603  $111   11,650  $498  $54,160  $14,185  $275,710  $344,664 


See notes to condensed consolidated financial statements.

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5 -


Protective Insurance Corporation and Subsidiaries
Unaudited Condensed Consolidated Statements of Shareholders' Equity
(in thousands)

  Common Stock  Additional  Accumulated Other       
  Class A  Class B  Paid-in  Comprehensive  Retained  Total 
Description Shares  Amount  Shares  Amount  Capital  Income (Loss)  Earnings  Equity 
Balance at December 31, 2018  2,615  $112   12,254  $522  $54,720  $(7,347) $308,075  $356,082 
Net income     0      0   0   0   3,576   3,576 
Foreign currency translation adjustment, net of tax     0      0   0   402   0   402 
Change in unrealized gain (loss) on investments, net of tax     0      0   0   16,539   0   16,539 
Common stock dividends     0      0   0   0   (4,429)  (4,429)
Repurchase of common shares  (6)  0   (595)  (24)  (2,590)  0   (7,669)  (10,283)
Restricted stock grants  0   0   80   3   1,540   0   0   1,543 
Balance at September 30, 2019  2,609  $112   11,739  $501  $53,670  $9,594  $299,553  $363,430 


  Common Stock  Additional  Accumulated Other       
  Class A  Class B  Paid-in  Comprehensive  Retained  Total 
Description Shares  Amount  Shares  Amount  Capital  Income (Loss)  Earnings  Equity 
Balance at June 30, 2019  2,612  $112   11,932  $509  $54,065  $8,217  $304,513  $367,416 
Net loss     0      0   0   0   (707)  (707)
Foreign currency translation adjustment, net of tax     0      0   0   (189)  0   (189)
Change in unrealized gain (loss) on investments, net of tax     0      0   0   1,566   0   1,566 
Common stock dividends     0      0   0   0   (1,442)  (1,442)
Repurchase of common shares  (3)  0   (224)  (9)  (976)  0   (2,811)  (3,796)
Restricted stock grants  0   0   31   1   581   0   0   582 
Balance at September 30, 2019  2,609  $112   11,739  $501  $53,670  $9,594  $299,553  $363,430 


See notes to condensed consolidated financial statements.

6


Protective Insurance Corporation and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)

 
Nine Months Ended
September 30
 
  2020  2019 
Operating activities      
Net income (loss) $(7,508) $3,576 
Adjustments to reconcile net income (loss) to net cash provided by operating activities  50,599   58,746 
Net cash provided by operating activities  43,091   62,322 
         
Investing activities        
Purchases of fixed income and equity securities  (271,741)  (342,299)
Distributions from limited partnerships  14,636   33,395 
Proceeds from maturities  95,454   64,536 
Proceeds from sales of fixed income securities  89,746   118,725 
Proceeds from sales of equity securities  47,171   19,408 
Purchase of commercial mortgage loans  (410)  (2,746)
Proceeds from commercial mortgage loans  909   0 
Purchases of property and equipment  (838)  (1,659)
Proceeds from disposals of property and equipment  0   4 
Net cash used in investing activities  (25,073)  (110,636)
         
Financing activities        
Dividends paid to shareholders  (4,275)  (4,429)
Repurchase of common shares  (1,782)  (10,283)
Net cash used in financing activities  (6,057)  (14,712)
         
Effect of foreign exchange rates on cash and cash equivalents  (307)  402 
         
Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents  11,654   (62,624)
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period  88,888   170,811 
Cash, cash equivalents and restricted cash and cash equivalents at end of period $100,542  $108,187 

See notes to condensed consolidated financial statements.

7


Notes to Unaudited Condensed Consolidated Financial Statements
(All dollar amounts presented in these notes are in thousands, except share and per share data)



(1)  Summary of Significant Accounting PoliciesPolicies:


Description of BusinessBaldwin & Lyons, Inc.Business:  Protective Insurance Corporation (the "Company"), based in Carmel, Indiana, is a specialty property-casualty insurer providingspecializing in marketing and underwriting property, liability and workers' compensation coverage for large to small-sized trucking and public transportation fleets.fleets, as well as coverage for trucking industry independent contractors.  The Company operates as one reportable property and casualty insurance segment, offeringoffers a range of products and services, the most significant being commercial automobile and workers' compensation insurance products.

The Company determined that its business constituted oneoperates as 1 reportable property and casualty insurance segment as of January 1, 2017.  During 2016 and prior years, the Company had two reportable segments – property and casualty insurance and reinsurance.  The Company moved to a single reportable segment based on how its operating results are regularly reviewed by the Company'sits chief operating decision maker when making decisions about how resources are to be allocated to the segment and assessing its performance.

The prior period segment informationterm “Insurance Subsidiaries,” as used throughout this Quarterly Report on Form 10-Q was updateddocument, refers to conform to the current year presentation.Protective Insurance Company, Protective Specialty Insurance Company, Sagamore Insurance Company and B&L Insurance, Ltd.


Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included.  Interim financial statements should be read in conjunction with the Company's annual audited financial statements and other disclosures included in the Company's most recent Annual Report on Form 10-K.  Operating results for interim periods are not necessarily indicative of results that may be expected for the year ending December 31, 20172020 or any other future period.


Accounting Policies

Investments: Carrying amounts for fixed maturityincome securities represent fair value and are based on quoted market prices, where available, or broker/dealer quotes for specific securities where quoted market prices are not available.  Equity securities are carried at quoted market prices (fair value). 

Commercial mortgage loans are carried primarily at amortized cost along with an allowance for losses when necessary. These investments represent interests in commercial mortgage loans originated and serviced by a third party of which the Company shares, on a pro-rata basis, in all related cash flows of the underlying mortgage loans. The Company recorded an allowance of $195 on its commercial mortgage loans as of September 30, 2020 in conjunction with the adoption of the new credit losses accounting standard discussed below.  

The Company accounts for investments in limited partnerships using the equity method of accounting, which requires an investor in a limited partnership to record its proportionate share of the limited partnership's net income.  To the extent that the limited partnership investeespartnerships include both realized and unrealized investment gains or losses in the determination of net income or loss, then the Company would also recognize, through its condensed consolidated statements of operations, its proportionate share of the investee's unrealized, as well as realized, investment gains or losses.losses within net unrealized gains (losses) on equity securities and limited partnership investments.


Short-term and other investments are carried at cost, which approximates their fair values.


Realized gains and losses on disposals of investments are recorded on the trade date and are determined by specific identification of cost of investments sold and are included in income.  All fixed maturity and equityFixed income securities are considered to be available-for-sale; theavailable-for-sale. The related unrealized net gains or losses (net of applicable tax effect)effects) on fixed income securities are reflected directly in other comprehensive income (loss) within shareholders' equity.  Included within available for saleavailable-for-sale fixed maturityincome securities are convertible debt securities.  A portion of the changes in the fair values of convertible debt securities areis reflected as a component of net realized gains (losses) on investments.investments, excluding impairment losses within the condensed consolidated statements of operations.  Realized gains and losses on disposals of fixed income securities are recorded on the trade date.  Realized gains and losses on fixed income securities are determined by the specific identification of the cost of investments sold and are included in net realized gains (losses) on investments, excluding impairment losses.


Equity securities are recorded at fair value, with unrealized net gains or losses reflected as a component of net unrealized gains (losses) on equity securities and limited partnership investments within the condensed consolidated statements of operations.  Realized gains and losses on disposals of equity securities are recorded on the trade date and included in net realized gains (losses) on investments, excluding impairment losses. 
- 6 -
8

Notes

Recognition of Revenue and Costs:  Premiums are earned over the period for which insurance protection is provided.  A reserve for unearned premiums is established to Unaudited Condensed Consolidated Financial Statements (continued)
In accordancereflect amounts applicable to subsequent accounting periods.  Commissions to unaffiliated companies and premium taxes applicable to unearned premiums are deferred and expensed as the related premiums are earned.  The Company does not defer acquisition costs that are not directly variable with the Financialproduction of premiums.  If it is determined that expected losses and deferred expenses will likely exceed the related unearned premiums, the asset representing deferred policy acquisition costs is reduced and an expense is charged against current operations to reflect any such premium deficiency.  In the event that the expected premium deficiency exceeds deferred policy acquisition costs, an additional liability would be recorded with a corresponding expense to current operations for the amount of the excess premium deficiency.  Anticipated investment income is considered in determining recoverability of deferred acquisition costs.  The Company had no material contract assets, contract liabilities, or deferred contract costs recorded on its condensed consolidated balance sheet at September 30, 2020.

The following accounting policies have been updated effective January 1, 2020 to reflect the Company's adoption of Accounting Standards Board'sUpdate ("FASB"ASU") other-than-temporary impairment guidance, ifNo. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13,as described below.

Investment Impairments:  For a fixed maturityincome security is in an unrealized loss position andwhere the Company has the intent to sell the fixed maturityincome security, or it is more likely than not that the Company will have to sell the fixed maturityincome security before recovery of its amortized cost basis, the decline in value is deemed to be other-than-temporary and is recorded to net realizedwithin impairment losses on investments in the condensed consolidated statements of operations.  The new cost basis of the investment is the previous amortized cost basis less the impairment recognized.  The new cost basis is not adjusted for any subsequent recoveries in fair value.

For impaireda fixed maturity securitiesincome security that the Company does not intend to sell or in cases where it is more likely than not that the Company will not have to sell such securities, butthe security, the Company expects that it will not fully recoverseparates the amortized cost basis, the credit loss component of the other-than-temporary impairment is recognized infrom the amount related to all other factors and reports the credit loss component within net realized lossesgains (losses) on investments, excluding impairment losses in the condensed consolidated statements of operationsoperations.  The impairment related to all other factors (non-credit factors) is reported in other comprehensive income (loss). The allowance is adjusted for any additional credit losses and subsequent recoveries. Upon recognizing a credit loss, the non-credit componentcost basis is not adjusted.

The Company considers the extent to which fair value is below amortized cost in determining whether a credit-related loss exists. The Company also considers the credit quality rating of the other-than-temporary impairment is recognized directly in shareholders' equity (accumulated other comprehensive income).

security, focusing on those below investment grade, with emphasis on securities downgraded below investment grade.  The credit component of an other-than-temporary impairmentloss is determined by comparing the net present value of projected future cash flows with the amortized cost basis of the fixed maturityincome security.  The net present value is calculated by discounting the Company's best estimate of projected future cash flows at the appropriate effective interest rate.

The unrealized net gains or losses (net of applicable tax effect) related to equity securities are reflected directly in shareholders' equity, unless a decline in value is determined to be other-than-temporary, in which case the loss is charged to income.  In determining if and when a decline in market value below cost is other-than-temporary, an objective analysis is made of each individual security where current market value is less than cost.   For any equity security where the unrealized loss exceeds 20% of original or adjusted cost, or where that decline has existed for a period of at least one year, the decline is treated as an other-than-temporary impairment.  Additionally, the Company takes into account any known subjective information in evaluating for impairment, separate from considerationmay conclude that a qualitative analysis is sufficient to support its conclusion that the present value of the Company's quantitative criteria defined above, as well asexpected cash flows equals or exceeds a security’s amortized cost.

The Company reports investment income due and accrued separately from available-for-sale fixed income securities and has elected not to measure an allowance for credit losses for investment income due and accrued. Investment income due and accrued is written off through net realized gains (losses) on investments, excluding impairment losses at the Company's intent and abilitytime the issuer defaults or is expected to retain the equity security for a period of time sufficient to allow for such recovery in fair value.default on payments.


- 7 -


Notes to Unaudited Condensed Consolidated Financial Statements (continued)

Recent Accounting Pronouncements: In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), as amended by subsequently issued ASUs, to clarify the principles for recognizing revenue. WhileDeductible Receivables: Under certain workers’ compensation insurance contracts with deductible features, the Company is obligated to pay the claimant for the full amount of the claim. The Company is subsequently reimbursed by the policyholder for the deductible amount. These amounts are not within the scopeincluded on a net of this updated guidance, the Company's service and fee income, other than that directly associated with insurance contracts, will be subject to this updated guidance. The updated guidance requires an entity to recognize revenue as performance obligations are met, in order to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration the entity is entitled to receive for those goods or services. The following steps are appliedallowance basis in the updated guidance: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to the quarter ending March 31, 2018. The Company has performed an evaluation of the impact this guidance will have on its results of operations, financial position and liquidity as well as a technical assessment of material customer contracts.  The Company will use the modified retrospective method upon adoption in 2018.  The Company does not expect the new standard to have a material impact on its condensed consolidated financial statements.
In January 2016,balance sheets within accounts receivable.  The allowance is based upon the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and MeasurementCompany’s ongoing review of Financial Assets and Financial Liabilities, or ASU 2016-01. The amendments in ASU 2016-01 change the accounting for non-consolidated equity investments that are not accounted for under the equity method of accounting by requiringamounts outstanding, changes in fair valuepolicyholder credit standing, and other relevant factors.  A probability-of-default methodology, which reflects current and forecasted economic conditions, is used to be recognized in income. Under current guidance, changes in fair valueestimate the allowance for investmentsexpected credit losses for deductible receivables.  As of this nature are recognized in accumulated other comprehensive income as a componentSeptember 30, 2020, the Company recorded an allowance for expected credit losses of shareholders' equity. Additionally, ASU 2016-01 simplifies$16,500 ($13,035, net of tax). See Note 10 – Litigation, Commitments and Contingencies for further discussion.

Recently Adopted Accounting Pronouncements:Effective January 1, 2019, the impairment assessment of equity investments without readily determinable fair values; requires entities to use the exit price when estimating the fair value of financial instruments; and modifies various presentation disclosure requirements for financial instruments. ASU 2016-01 is effective for interim and annual reporting periods beginning after December 15, 2017.  The effect of this guidance will be dependent on the unrealized gains or losses associated with the Company's equity investments.  Such unrealized gains or losses will be recognized upon adoption as a cumulative-effect adjustment with future unrealized gains or losses recognized in the statement of operations.  Refer to Note 2 for unrealized gains and losses currently recognized in other comprehensive income (loss).
In February 2016, the FASB issuedCompany adopted ASU No. 2016-02, Leases (Topic 842), or ASU 2016-02.  Upon the effective date, ASU 2016-02 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will beare required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis.  Concurrently, lessees will beare required to recognize a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term.  ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018.  EarlyThe Company's adoption is permitted, but the Company plans to adopt this ASU on January 1, 2019.  This guidance is required to be applied using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements.  The Company is currently evaluating the effects that adoption of ASU 2016-02 willnew standard did not have any impact on its condensed consolidated financial statements.statements of operations or cash flows; however, the impact of adopting the new guidance resulted in a right-of-use asset and a lease liability being recorded on the condensed consolidated balance sheet as of September 30, 2020, each of approximately $145, which are included within other assets and accounts payable and other liabilities. 
- 8 -
9

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

In June 2016, the FASBFinancial Accounting Standards Board ("FASB") issued ASU No.2016-13.  ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13. This update introducesintroduced a current expected credit loss ("CECL") model for measuring expected credit losses for certain types of financial instruments held at the reporting date requiring significant judgment in application based on historical experience, current conditions and reasonable supportable forecasts. ASU 2016-13 replacesforecasts, but is not prescriptive about certain aspects of estimating expected losses.  The guidance replaced the current incurred loss model for measuring expected credit losses requires expected losses on available-for-sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and providesprovided for additional disclosure requirements.  Subsequently, the FASB issued additional ASUs on Topic 326 that did not change the core principle of the guidance in ASU 2016-2016-13, but provided clarification and implementation guidance on certain aspects of ASU 2016-13, and had the same effective date and transition requirements as ASU 2016-13.  The Company adopted the guidance using a modified retrospective approach as of January 1, 2020 and recognized a cumulative effect adjustment of $15,545 ($12,281, net of tax), to the opening balance of retained earnings.  The adjustment was primarily related to estimating credit losses on the Company’s accounts receivable balances, reinsurance recoverable balances and commercial mortgage loans at the date of adoption with $15,000 ($11,850, net of tax) attributed to the ongoing litigation with Personnel Staffing Group ("PSG") discussed in Note 10 - Litigation, Commitments and Contingencies.
13
The updated guidance in ASU 2016-13 also amended the previous other-than-temporary impairment ("OTTI") model for available-for-sale fixed income securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value.  In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists.  The Company adopted the guidance related to available-for-sale fixed income securities on January 1, 2020 using a prospective transition approach for available-for-sale fixed income securities that were purchased with credit deterioration or had recognized an OTTI write-down prior to the effective date.  The effect of the prospective transition approach was to maintain the same amortized cost basis before and after the effective date.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, or ASU 2018-13.  This update removed the disclosure requirements for the amounts of and the reasons for transfers between Level 1 and Level 2 and disclosure of the policy for timing of transfers between levels. This update also removed disclosure requirements for the valuation processes for Level 3 fair value measurements. Additionally, this update added disclosure requirements for the changes in unrealized gains and losses for recurring Level 3 fair value measurements and quantitative information for certain unobservable inputs in Level 3 fair value measurements. The Company adopted ASU 2018-13 as of January 1, 2020.  As the requirements of this guidance are applicable to disclosure only, the adoption of ASU 2018-13 had no material impact on the Company's condensed consolidated financial statements.

Recently Issued Accounting Pronouncements:  In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, or ASU 2019-12.  Among other items, the amendments in ASU 2019-12 simplify the accounting treatment of tax law changes and year-to-date losses in interim periods.  An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates.  Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective.  This exception was removed under ASU 2019-12, thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate.  Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis.  However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year.  ASU 2019-12 removes this exception and provides that in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate.  ASU 2019-12 is effective for interim and annual reporting periodsfiscal years beginning after December 15, 2019, with early2020, including interim periods within those annual periods.  Early adoption permitted for interim and annual reporting periods beginning after December 15,
2018. is permitted.  The Company is currently evaluating the effects thatthe adoption of ASU 2016-132019-12 will have on its condensed consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, or ASU 2017-04.  This amendment removes Step 2 of the goodwill impairment test under current guidance.  The new guidance requires an impairment charge to be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value.  ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted.  The Company does not expect the guidance to have a material impact on its condensed consolidated financial statements.


- 9 -
10

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(2)  Investments:

The following is a summary of available-for-sale securities at September 30, 20172020 and December 31, 2016:2019:


              Net 
     Cost or  Gross  Gross  Unrealized 
  Fair  Amortized  Unrealized  Unrealized  Gains 
  Value  Cost  Gains  Losses  (Losses) 
September 30, 2017               
Fixed maturities               
   Agency collateralized mortgage obligations  $11,017   $10,390   $636   $(9)  $627 
   Agency mortgage-backed securities  19,712   19,667   92   (47)  45 
   Asset-backed securities  50,030   48,969   1,133   (72)  1,061 
   Bank loans  24,986   24,914   182   (110)  72 
   Certificates of deposit  3,138   3,125   13   -   13 
   Collateralized mortgage obligations  7,055   6,625   470   (40)  430 
   Corporate securities  165,794   164,965   2,109   (1,280)  829 
   Mortgage-backed securities  20,643   19,534   1,508   (399)  1,109 
   Municipal obligations  102,805   102,272   744   (211)  533 
   Non-U.S. government obligations  32,942   33,399   512   (969)  (457)
   U.S. government obligations  51,484   51,766   20   (302)  (282)
      Total fixed maturities  489,606   485,626   7,419   (3,439)  3,980 
Equity securities:                    
   Consumer  41,913   19,749   22,728   (564)  22,164 
   Energy  8,168   5,454   2,795   (81)  2,714 
   Financial  42,596   29,780   13,213   (397)  12,816 
   Industrial  23,972   7,825   16,293   (146)  16,147 
   Technology  11,825   5,452   6,373   -   6,373 
   Mutual fund  58,178   55,025   3,163   (10)  3,153 
   Other  7,515   4,881   2,757   (123)  2,634 
      Total equity securities  194,167   128,166   67,322   (1,321)  66,001 
                     
      Total $683,773  $613,792  $74,741  $(4,760)  69,981 
                     
              Applicable federal income taxes   (24,493)
                     
              Net unrealized gains - net of tax  $45,488 
 
Fair
Value
  
Cost or
Amortized Cost
  
Gross
Unrealized Gains
  
Gross
Unrealized Losses
  
Net Unrealized
Gains (Losses)
 
September 30, 2020               
Fixed income securities               
Agency collateralized mortgage obligations $10,106  $9,992  $401  $(287) $114 
Agency mortgage-backed securities  98,651   95,597   3,079   (25)  3,054 
Asset-backed securities  102,193   104,985   579   (3,371)  (2,792)
Bank loans  8,580   9,605   0   (1,025)  (1,025)
Certificates of deposit  520   520   0   0   0 
Collateralized mortgage obligations  6,034   6,167   56   (189)  (133)
Corporate securities  324,116   310,689   14,579   (1,152)  13,427 
Mortgage-backed securities  43,233   47,780   1,051   (5,598)  (4,547)
Municipal obligations  43,920   42,266   1,694   (40)  1,654 
Non-U.S. government obligations  29,718   28,896   822   0   822 
U.S. government obligations  184,866   176,464   8,422   (20)  8,402 
Total fixed income securities $851,937  $832,961  $30,683  $(11,707) $18,976 


 
Fair
Value
  
Cost or
Amortized Cost
  
Gross
Unrealized Gains
  
Gross
Unrealized Losses
  
Net Unrealized
Gains (Losses)
 
December 31, 2019               
Fixed income securities               
Agency collateralized mortgage obligations $12,093  $11,557  $536  $0  $536 
Agency mortgage-backed securities  56,280   54,286   2,005   (11)  1,994 
Asset-backed securities  106,397   107,028   499   (1,130)  (631)
Bank loans  14,568   14,932   106   (470)  (364)
Certificates of deposit  2,835   2,835   0   0   0 
Collateralized mortgage obligations  5,616   5,123   493   0   493 
Corporate securities  281,381   274,340   7,492   (451)  7,041 
Mortgage-backed securities  47,463   46,685   1,047   (269)  778 
Municipal obligations  36,286   35,749   684   (147)  537 
Non-U.S. government obligations  24,179   23,889   290   0   290 
U.S. government obligations  208,440   206,623   2,891   (1,074)  1,817 
Total fixed income securities $795,538  $783,047  $16,043  $(3,552) $12,491 


- 10 -

Notes to Unaudited Condensed Consolidated Financial Statements (continued)


              Net 
     Cost or  Gross  Gross  Unrealized 
  Fair  Amortized  Unrealized  Unrealized  Gains 
  Value  Cost  Gains  Losses  (Losses) 
December 31, 2016               
Fixed maturities               
   Agency collateralized mortgage obligations $6,171  $6,000  $171  $-  $171 
   Agency mortgage-backed securities  4,770   4,751   57   (38)  19 
   Asset-backed securities  45,183   45,207   458   (482)  (24)
   Bank loans  10,349   10,222   149   (22)  127 
   Certificates of deposit  3,117   3,126   -   (9)  (9)
   Collateralized mortgage obligations  9,104   9,096   290   (282)  8 
   Corporate securities  142,683   143,356   1,643   (2,316)  (673)
   Mortgage-backed securities  24,571   23,904   1,132��  (465)  667 
   Municipal obligations  129,335   130,204   391   (1,260)  (869)
   Non-U.S. government obligations  24,681   26,461   230   (2,010)  (1,780)
   U.S. government obligations  91,940   92,234   74   (368)  (294)
      Total fixed maturities  491,904   494,561   4,595   (7,252)  (2,657)
Equity securities:                    
   Consumer  32,576   15,231   17,656   (311)  17,345 
   Energy  12,842   5,641   7,203   (2)  7,201 
   Financial  31,186   22,417   8,998   (229)  8,769 
   Industrial  21,145   6,239   15,098   (192)  14,906 
   Technology  8,858   4,117   4,769   (28)  4,741 
   Mutual fund  6,995   6,930   121   (56)  65 
   Other  6,343   4,327   2,181   (165)  2,016 
      Total equity securities  119,945   64,902   56,026   (983)  55,043 
                     
      Total $611,849  $559,463  $60,621  $(8,235)  52,386 
                     
              Applicable federal income taxes   (18,335)
                     
              Net unrealized gains - net of tax  $34,051 



- 11 -

Notes to Unaudited Condensed Consolidated Financial Statements (continued)


The following table summarizes, for available-for-sale fixed maturity and equity security investmentsincome securities in an unrealized loss position at September 30, 20172020 and December 31, 2016, respectively,2019, the aggregate fair value and gross unrealized loss categorized by the duration individual securities have been continuously in an unrealized loss position.


 September 30, 2020  December 31, 2019 
  
Number of
Securities
  
Fair
Value
  
Gross
Unrealized Loss
  
Number of
Securities
  
Fair
Value
  
Gross
Unrealized Loss
 
Fixed income securities:                  
12 months or less  155  $149,489  $(8,214)  88  $108,387  $(2,452)
Greater than 12 months  25   28,495   (3,493)  69   66,860   (1,100)
Total fixed income securities  180  $177,984  $(11,707)  157  $175,247  $(3,552)
                         


11
  September 30, 2017  December 31, 2016 
  Number of Securities  Fair Value  Gross Unrealized Loss  Number of Securities  Fair Value  Gross Unrealized Loss 
Fixed maturity securities:                  
12 months or less  325  $233,926  $(1,999)  397  $291,048  $(4,380)
Greater than 12 months  47   25,633   (1,440)  54   32,054   (2,872)
Total fixed maturities  372   259,559   (3,439)  451   323,102   (7,252)
                         
Equity securities:                        
12 months or less  36   33,213   (1,321)  35   20,698   (983)
Greater than 12 months  -   -   -   -   -   - 
Total equity securities  36   33,213   (1,321)  35   20,698   (983)
Total fixed maturity and equity securities  408  $292,772  $(4,760)  486  $343,800  $(8,235)



The fair value and the cost or amortized costs of fixed maturityincome investments at September 30, 2017,2020, organized by contractual maturity, are shown below.  Actual maturities may ultimately differ from contractual maturities because borrowers have, in some cases, the right to call or prepay obligations with or without call or prepayment penalties. Pre-refunded municipal bonds are classified based on their pre-refunded call dates.


 
Fair
Value
  
Cost or
Amortized Cost
 
One year or less $92,882  $92,080 
Excess of one year to five years  337,419   324,886 
Excess of five years to ten years  144,672   135,091 
Excess of ten years  22,781   22,550 
Contractual maturities  597,754   574,607 
Asset-backed securities  254,183   258,354 
Total $851,937  $832,961 


  Fair Value  Cost or Amortized Cost 
       
One year or less $47,563  $47,558 
Excess of one year to five years  272,390   272,639 
Excess of five years to ten years  60,122   59,322 
Excess of ten years  3,486   3,338 
   Contractual maturities  383,561   382,857 
Asset-backed securities  106,045   102,769 
Total $489,606  $485,626 


- 12 -

Notes to Unaudited Condensed Consolidated Financial Statements (continued)


Following is a summary of the components of net realized and unrealized gains (losses) on investments for the periods presented in the accompanying condensed consolidated statements of operations.


 
Three Months Ended
September 30
  
Nine Months Ended
September 30
 
  2020  2019  2020  2019 
Gross gains on available-for-sale fixed income securities sold during the period $2,875  $2,407  $8,088  $9,710 
Gross losses on available-for-sale fixed income securities sold during the period  (2,662)  (2,728)  (7,552)  (9,409)
                 
Impairment losses on investments  (588)  (58)  (1,046)  (404)
                 
Change in value of limited partnership investments  62   278   (1,201)  1,000 
                 
Gains on equity securities:                
Realized gains (losses) on equity securities sold during the period  (252)  1,520   (9,460)  1,571 
Unrealized gains (losses) on equity securities held at the end of the period  709   (1,294)  (5,825)  6,573 
Realized and unrealized gains (losses) on equity securities during the period  457   226   (15,285)  8,144 
                 
Net realized and unrealized gains (losses) on investments $144  $125  $(16,996) $9,041 


  Three Months Ended  Nine Months Ended 
  September 30  September 30 
  2017  2016  2017  2016 
Fixed maturities:            
   Gross gains $3,852  $7,496  $9,544  $9,338 
   Gross losses  (4,011)  (8,434)  (10,160)  (12,470)
      Net realized losses  (159)  (938)  (616)  (3,132)
                 
Equity securities:                
   Gross gains  4,103   5,086   8,601   21,722 
   Gross losses  (498)  (819)  (966)  (4,767)
      Net realized gains  3,605   4,267   7,635   16,955 
                 
Limited partnerships - net gain  2,498   4,403   8,515   3,201 
                 
                 
      Total net gains $5,944  $7,732  $15,534  $17,024 



Net realized gains activityAs discussed in Note 1, the Company adopted the provisions of the new CECL model for investments,measuring expected credit losses for available-for-sale fixed income securities as shownof January 1, 2020.  The updated guidance amended the previous OTTI model for available-for-sale fixed income securities by requiring the recognition of impairments relating to credit losses through an allowance account on the balance sheet with a corresponding adjustment to earnings and limiting the amount of credit loss to the difference between a security’s amortized cost basis and its fair value.  For those securities the Company intended to sell as of September 30, 2020, a write down to earnings of $588 and $1,046 was recorded during the three and nine months ended September 30, 2020.  The Company reviewed its remaining fixed income securities in an unrealized loss position as of September 30, 2020 and determined the losses were primarily the result of non-credit factors, such as the increase in market volatility due to the disruption in global financial markets as a result of the novel coronavirus COVID-19 ("COVID-19") pandemic and responses to it.  The Company currently does not intend to sell nor does it expect to be required to sell these securities before recovery of their amortized cost.  Based on the above factors, the Company did not record any allowance for credit losses related to these available-for-sale fixed income securities under the new guidance in the previous table, are further detailed as follows:first nine months of 2020.


  Three Months Ended  Nine Months Ended 
  September 30  September 30 
  2017  2016  2017  2016 
             
Realized net gains on the disposal of securities $3,244  $3,482  $5,886  $10,649 
Mark-to-market adjustment  171   108   136   (326)
Equity in gains of limited partnership                
  investments - realized and unrealized  2,498   4,403   8,515   3,201 
Impairment:                
  Write-downs based upon objective criteria  (38)  (1,844)  (69)  (4,999)
  Recovery of prior write-downs                
    upon sale or disposal  69   1,583   1,066   8,499 
                 
Total net gains $5,944  $7,732  $15,534  $17,024 

The mark-to-market adjustments in the table above represent the changes in fair value of options embedded in convertible debt securities held by the Company.


Shareholders' equity at September 30, 20172020 included approximately $30,293,$4,038, net of federal income taxes,tax expense, of reported earnings whichthat remain undistributed by limited partnerships.



- 13 -
12


Notes to Unaudited Condensed Consolidated Financial Statements (continued)

At September 30, 2017, limited partnership investments included approximately $40,169 invested in two partnerships which are managed by organizations in which certain of the Company's directors are officers, directors, general partners or owners.  Each of these investments contains profit sharing agreements, pursuant to which a portion of the gains will be paid to the affiliated organizations.

The Company's limited partnerships include one investment which primarily invests in public and private equity markets in India.  The limited partnership investment's value as of September 30, 2017 and 2016 was $26,970 and $29,718, respectively.  At September 30, 2017, the Company's estimated ownership interest in this limited partnership investment was approximately 5%.  The Company's share of earnings from this limited partnership investment was $4,817 and $1,448 for the nine months ended September 30, 2017 and 2016, respectively.

The summarized financial information of the partnership in which the Company has invested is as follows:

  As of and for the 
  Nine Months Ended 
  September 30 
  2017  2016 
Total assets $517,411  $487,784 
Total partners' capital  517,411   487,784 
Net increase in partners' capital resulting from operations  95,314   23,841 


At September 30, 2017, the Company's invested assets, excluding limited partnership investments, included approximately $24,229 in portfolios managed by organizations in which certain of the Company's directors are officers, directors, general partners or owners.

(3)  Reinsurance:

The following table summarizes the Company's transactions with reinsurers for the 2017three and 2016nine months ended September 30, 2020 and 2019 comparative periods.


 2017  2016  2020  2019 
Three months ended September 30:            
Premiums ceded to reinsurers $34,025  $30,996  $26,825  $29,957 
Losses and loss expenses        
ceded to reinsurers  30,531   21,237 
Losses and loss expenses ceded to reinsurers  27,270   27,228 
Commissions from reinsurers  7,205   11,898   7,206   7,820 
                
Nine months ended September 30:        
Premiums ceded to reinsurers $111,124  $94,331 
Losses and loss expenses        
ceded to reinsurers  102,401   70,081 
Commissions from reinsurers  21,000   32,587 

 2020  2019 
Nine months ended September 30:      
Premiums ceded to reinsurers $83,508  $92,556 
Losses and loss expenses ceded to reinsurers  75,201   86,876 
Commissions from reinsurers  21,785   23,229 
         


- 14 -

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(4)  Loss and Loss Expense Reserves:

Activity in the reserves for losses and loss expenses for the nine months ended September 30, 20172020 and 20162019 is summarized as follows.  All amounts are shown net of reinsurance, unless otherwise indicated.


 2017  2016  Nine Months Ended 
Reserves, gross of reinsurance      
recoverable, at the beginning of the year $576,330  $513,596 
 September 30 
 2020  2019 
Reserves, gross of reinsurance recoverable, at the beginning of the year $988,305  $865,339 
Reinsurance recoverable on unpaid losses at the beginning of the year  251,563   211,843   398,305   375,935 
Reserves at the beginning of the year  324,767   301,753   590,000   489,404 
                
Provision for losses and loss expenses:                
Claims occurring during the current period  164,546   129,404   234,718   263,925 
Claims occurring during prior periods  16,480   8,712   (5)  (1,589)
Total incurred  181,026   138,116   234,713   262,336 
                
Loss and loss expense payments:                
Claims occurring during the current period  41,616   30,932   47,852   53,836 
Claims occurring during prior periods  109,616   81,427   136,231   133,196 
Total paid  151,232   112,359   184,083   187,032 
Reserves at the end of the period  354,561   327,510   640,630   564,708 
                
Reinsurance recoverable on unpaid losses at the end of the period  301,445   238,049   413,827   395,987 
Reserves, gross of reinsurance        
recoverable, at the end of the period $656,006  $565,559 
Reserves, gross of reinsurance recoverable, at the end of the period $1,054,457  $960,695 


The table above shows$5 prior accident year favorable development during the nine months ended September 30, 2020 was primarily due to favorable loss development in the Company's occupational accident line of business for accident years 2018 and 2019, mostly offset by unfavorable loss development in excess automobile liability and public transportation primarily for accident year 2018.  This savings compares to a roll-forwardprior accident year savings of $1,589 for the nine months ended September 30, 2019, which related to favorable loss development in workers' compensation and loss expense reserves from the prior year end to the current balance sheet date with comparable prior year information.independent contractor coverages.  Losses incurred from claims occurring during prior years reflectsreflect the development from prior accident years, composed of individual claim savings and deficiencies which, in the aggregate, have resulted from the settlement of claims at amounts higher or lower than previously reserved and from changes in estimates of losses incurred but not reported.reported as part of the normal reserving process.

The $16,480 prior accident year deficiency that developed during the first nine months of 2017 was largely due to infrequent, but severe, transportation losses that occurred primarily during the first six months of 2017.  This 2017 deficiency compares to a deficiency of $8,712 for the first nine months of 2016 that arose due mostly to management's review of reserve positions related to discontinued lines.



- 15 -
13

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(5)  Segment Information:Information:


The Company has one1 reportable business segment in its operations: Property and Casualty Insurance.  The property and casualty insurance segment provides multiple lines of insurance coverage primarily to fleet transportationcommercial automobile companies, as well as to independent contractors who contract with fleet transportationcommercial automobile companies.  In addition, the Company provides workers' compensation coverage for a variety of classes outside the transportation industry.


The following table summarizes segment revenues for the three and nine months ended September 30, 20172020 and 2016:2019:


 Three Months Ended  Nine Months Ended 
 September 30  September 30 
 2017  2016  2017  2016  
Three Months Ended
September 30
  
Nine Months Ended
September 30
 
             2020  2019  2020  2019 
Revenues:                        
Net premiums earned $89,100  $71,235  $231,070  $206,870  $117,853  $110,288  $325,242  $335,931 
Net investment income  4,027   3,513   12,434   10,501   5,486   6,703   19,102   19,434 
Net realized gains on investments  5,944   7,732   15,534   17,024 
Net realized and unrealized gains (losses) on investments  144   125   (16,996)  9,041 
Commissions and other income  1,407   1,207   3,789   4,035   1,469   2,716   5,020   6,761 
Total revenues $100,478  $83,687  $262,827  $238,430  $124,952  $119,832  $332,368  $371,167 


(6)  Debt:Debt:
The
On August 9, 2018, the Company maintainsentered into a credit agreement providing a revolving line of credit facility with a $40,000 limit, andwith the option for up to an additional $35,000 in incremental loans at the discretion of the lenders.  This credit agreement has an expiration date of September 23, 2018.August 9, 2022.  Interest on this line ofrevolving credit facility is referenced to LIBORthe London Interbank Offered Rate and can be fixed for periods of up to one year at the Company's option.  Outstanding drawings on this line ofrevolving credit facility were $20,000 as of both September 30, 2017 and December 31, 2016.2020.  At September 30, 2017,2020, the effective interest rate was 2.34%.  The1.26%, and the Company hashad $20,000 remaining and unusedavailable under the line ofrevolving credit at September 30, 2017.facility.  The current outstanding borrowings were used for general corporate purposes. 

(7) Taxes:
Asto repay the Company's previous line of credit.  The Company's revolving credit facility has 2 financial covenants, each of which were met as of September 30, 2017,2020.  These covenants require the Company's calendar years 2016, 2015Company to have a minimum U.S. generally accepted accounting principles net worth and 2014 remain subjecta maximum consolidated debt to examination byequity ratio of 0.35.

(7)  Taxes:

The Company uses the Internal Revenue Service.estimated annual effective tax rate method for calculating its tax provision in interim periods, which represents the Company’s best estimate of the effective tax rate expected for the full year based on projected annual taxable income (loss).  The effective tax rate can fluctuate throughout the year because estimates used in the quarterly tax provision are updated as more information becomes available throughout the year.


The effective federal tax rate on consolidated income for the third quarter of 2017three months ended September 30, 2020 was 30.0%1.4% compared to 29.0%30.6% on consolidated loss for the 2016 third quarter.  The effective federal income tax rate differs from the normal statutory rate primarily as a result of tax-exempt investment income.

three months ended September 30, 2019. The effective federal tax rate on consolidated income (loss)loss for the first nine months of 2017ended September 30, 2020 was 581.0%1.3% compared to 33.1%19.6% on consolidated income for the 2016 period.nine months ended September 30, 2019.  Pre-tax losses in the periods presented make these interim period effective tax rates less comparable year-over-year.  The significant difference betweenin the effective federal income tax rate andfrom the normal statutory rate was primarily related to adjustments to the resultvaluation allowance in the current period on our deferred tax assets discussed below, in addition to the effects of tax-exempt investment income and the dividends received deduction.

In assessing the valuation of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income or availability to carryback the losses to taxable income during the periods in which those temporary differences become deductible.  The Company considered several factors when analyzing the need for a valuation allowance, including the Company's operatingcurrent three year cumulative loss through September 30, 2020, the first increase in deferred tax assets due to the adoption of CECL at January 1, 2020 discussed in Note 1, the change in unrealized gains and losses and the loss of a high taxable income year from the carryback period.  The three year cumulative loss limits the Company's ability to use projected income beyond 2020 in the analysis.  Based on this analysis, the Company concluded that a valuation allowance was necessary for its deferred tax assets not supported by either carryback availability or future reversals of existing taxable temporary differences.  The Company's valuation allowance was $1,535 as of September 30, 2020, all of which was recorded in the condensed consolidated statement of operations for the nine months ended September 30, 2020.  This represented an $853 reduction to the valuation allowance of 2017.$2,388 recorded for the six months ended June 30, 2020.  Of this reduction, $641 was recorded in the condensed consolidated statement of operations for the three months ended September 30, 2020 and the balance was recorded in shareholders' equity within accumulated other comprehensive income as of September 30, 2020.



As of September 30, 2020, the Company's calendar years 2018, 2017 and 2016 remain subject to examination by the Internal Revenue Service.

- 16 -


Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(8)  Fair Value:

Assets and liabilities recorded at fair value in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The following tables summarize fair value measurements by level for assets measured at fair value on a recurring basis:

As of September 30, 2017:            
             
Description Total  Level 1  Level 2  Level 3 
             
Fixed maturities:            
Agency collateralized mortgage obligations $11,017  $-  $11,017  $- 
Agency mortgage-backed securities  19,712   -   19,712   - 
Asset-backed securities  50,030   -   50,030   - 
Bank loans  24,986   -   24,986   - 
Certificates of deposit  3,138   3,138   -   - 
Collateralized mortgage obligations  7,055   -   7,055   - 
Corporate securities  160,716   -   160,558   158 
Options embedded in convertible securities  5,078   -   5,078   - 
Mortgage-backed securities  20,643   -   20,413   230 
Municipal obligations  102,805   -   102,805   - 
Non-U.S. government obligations  32,942   -   32,942   - 
U.S. government obligations  51,484   -   51,484   - 
      Total fixed maturities  489,606   3,138   486,080   388 
Equity securities:                
Consumer  41,912   41,912   -   - 
Energy  8,168   8,168   -   - 
Financial  46,167   46,167   -   - 
Industrial  23,971   23,971   -   - 
Technology  11,826   11,826   -   - 
Mutual fund  53,528   53,528   -   - 
Other  8,595   8,595   -   - 
      Total equity securities  194,167   194,167   -   - 
Short-term  1,000   1,000   -   - 
Cash equivalents  64,153   -   64,153   - 
Total $748,926  $198,305  $550,233  $388 



As of September 30, 2020:




Description Total  Level 1  Level 2  Level 3 
Fixed income securities:            
Agency collateralized mortgage obligations $10,106  $0  $10,106  $0 
Agency mortgage-backed securities  98,651   0   98,651   0 
Asset-backed securities  102,193   0   102,193   0 
Bank loans  8,580   0   8,580   0 
Certificates of deposit  520   520   0   0 
Collateralized mortgage obligations  6,034   0   6,034   0 
Corporate securities  318,874   0   318,874   0 
Options embedded in convertible securities  5,242   0   5,242   0 
Mortgage-backed securities  43,233   0   43,233   0 
Municipal obligations  43,920   0   43,920   0 
Non-U.S. government obligations  29,718   0   29,718   0 
U.S. government obligations  184,866   0   184,866   0 
Total fixed income securities  851,937   520   851,417   0 
Equity securities:                
Consumer  11,220   11,220   0   0 
Energy  1,059   1,059   0   0 
Financial  22,357   22,357   0   0 
Industrial  4,072   4,072   0   0 
Technology  2,481   2,481   0   0 
Funds (e.g., mutual funds, closed end funds, ETFs)  0   0   0   0 
Other  7,228   7,228   0   0 
Total equity securities  48,417   48,417   0   0 
Short-term investments  1,000   1,000   0   0 
Cash equivalents  78,401   0   78,401   0 
Total $979,755  $49,937  $929,818  $0 
- 17 -
14


As of December 31, 2019:
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Description Total  Level 1  Level 2  Level 3 
Fixed income securities:            
Agency collateralized mortgage obligations $12,093  $0  $12,093  $0 
Agency mortgage-backed securities  56,280   0   56,280   0 
Asset-backed securities  106,397   0   106,397   0 
Bank loans  14,568   0   14,568   0 
Certificates of deposit  2,835   2,835   0   0 
Collateralized mortgage obligations  5,616   0   5,616   0 
Corporate securities  276,087   0   276,087   0 
Options embedded in convertible securities  5,294   0   5,294   0 
Mortgage-backed securities  47,463   0   47,463   0 
Municipal obligations  36,286   0   36,286   0 
Non-U.S. government obligations  24,179   0   24,179   0 
U.S. government obligations  208,440   0   208,440   0 
Total fixed income securities  795,538   2,835   792,703   0 
Equity securities:                
Consumer  16,707   16,707   0   0 
Energy  3,074   3,074   0   0 
Financial  31,577   31,577   0   0 
Industrial  4,927   4,927   0   0 
Technology  2,817   2,817   0   0 
Funds (e.g., mutual funds, closed end funds, ETFs)  9,460   9,460   0   0 
Other  8,250   8,250   0   0 
Total equity securities  76,812   76,812   0   0 
Short-term investments  1,000   1,000   0   0 
Cash equivalents  59,780   0   59,780   0 
Total $933,130  $80,647  $852,483  $0 


As of December 31, 2016:            
             
Description Total  Level 1  Level 2  Level 3 
             
Fixed maturities:            
Agency collateralized mortgage obligations $6,171  $-  $6,171  $- 
Agency mortgage-backed securities  4,770   -   4,770   - 
Asset-backed securities  45,183   -   37,919   7,264 
Bank loans  10,349   -   -   10,349 
Certificates of deposit  3,117   3,117   -   - 
Collateralized mortgage obligations  9,104   -   6,409   2,695 
Corporate securities  137,932   -   135,794   2,138 
Options embedded in convertible securities  4,751   -   4,751   - 
Mortgage-backed securities  24,571   -   22,206   2,365 
Municipal obligations  129,335   -   129,190   145 
Non-U.S. government obligations  24,681   -   24,419   262 
U.S. government obligations  91,940   -   91,940   - 
      Total fixed maturities  491,904   3,117   463,569   25,218 
Equity securities:                
Consumer  32,576   32,576   -   - 
Energy  12,842   12,842   -   - 
Financial  31,186   30,943   243   - 
Industrial  21,145   20,262   883   - 
Technology  8,858   8,858   -   - 
Mutual fund  6,995   -   6,995   - 
Other  6,343   6,343   -   - 
      Total equity securities  119,945   111,824   8,121   - 
Short-term  1,500   1,500   -   - 
Cash equivalents  59,683   -   59,683   - 
Total $673,032  $116,441  $531,373  $25,218 


Level inputs, as defined by the FASB guidance, are as follows:


Level Input: Input Definition:
   
Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
   
Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date.
   
Level 3 Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.


- 18 -

Notes to Unaudited Condensed Consolidated Financial Statements (continued)


The Company'sCompany did not have any Level 3 assets consist primarily of a portfolio of corporate and mortgage-backed securities.  Theat September 30, 2020 or December 31, 2019.  Level 3 assets, when present, are valued using various unobservable inputs, including extrapolated data, proprietary models and indicative quotes. Transfers into Level 3 relate to securities previously classified as Level 2.  A reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs is as follows for the nine months ended September 30, 2017 and for the year ended December 31, 2016:

  2017  2016 
Beginning of period balance $25,218  $16,793 
Total gains (realized or unrealized)        
included in income  316   1,846 
Purchases  81   5,540 
Settlements  (8,950)  (8,791)
Transfers into Level 3  144   10,202 
Transfers out of Level 3  (16,421)  (372)
End of period balance $388  $25,218 


Quoted market prices are obtained whenever possible.  Where quoted market prices are not available, fair values are estimated using present value or other valuation techniques.broker/dealer quotes for specific securities.  These techniques are significantly affected by the Company's assumptions, including discount rates and estimates of future cash flows.  Potential taxes and other transaction costs have not been considered in estimating fair values.

Transfers between levels, if any, are recorded as of the beginning of the reporting period.  There were no materialsignificant transfers of assets between Level 1 and Level 2 during the nine months ended September 30, 2017 and 2016.  The transfers out of Level 3 during the third quarter of 2017 consisted mainly of bank loans, asset-backed securities and certain mortgage-backed securities and corporate securities, which were based on quoted market prices of similar securities and other observable inputs.2020.

In addition to the preceding disclosures on assets recorded at fair value in the condensed consolidated balance sheets, FASB guidance also requires the disclosure of fair values for certain other financial instruments for which it is practicable to estimate fair value, whether or not such values are recognized in the condensed consolidated balance sheets.

Non-financial instruments such as real estate, property and equipment, other assets, deferred income taxes and intangible assets, and certain financial instruments such as policy reserve liabilities are excluded from the fair value disclosures.  Therefore, the fair value amounts cannot be aggregated to determine the underlying economic value of the Company.  The following methods, assumptions and inputs were used to estimate the fair value of limited partnerships and short-term borrowings.each class of financial instrument:

15


Limited partnerships: The Company accounts for investments in limited partnerships using the equity method of accounting, which requires an investor in a limited partnership to carry the investment at its proportionate share of the limited partnership's equity.   The underlying assets of the Company's investments in limited partnerships are carried primarily at fair value, and,value; therefore, the Company's carrying value of limited partnerships approximates fair value.  As these investments are not actively traded and the corresponding inputs are based on data provided by the investees, they are classified as Level 3.

- 19 -Commercial mortgage loans:  Commercial mortgage loans are carried primarily at amortized cost along with a valuation allowance for losses when necessary. These investments represent interests in commercial mortgage loans originated and serviced by a third party of which the Company shares, on a pro-rata basis, in all related cash flows of the underlying mortgage loans.  The fair value of the Company’s investment in these commercial mortgage loans is based on expected future cash flows discounted at the current interest rate for origination of similar quality loans, adjusted for specific loan risk.  These investments are classified as Level 3.

Notes to Unaudited Condensed Consolidated Financial Statements (continued)


Short-term borrowings: The fair value of the Company's short-term borrowings is based on quoted market prices for the same or similar debt, or, if no quoted market prices are available, on the current market interest rates available to the Company for debt of similar terms and remaining maturities.

A summary of the carrying value and fair value by level of financial instruments not recorded at fair value on the Company's condensed consolidated balance sheets at September 30, 20172020 and December 31, 2016 are2019 is as follows:


  Carrying  Fair Value 
  Value  Level 1  Level 2  Level 3  Total 
                
September 30, 2017               
Assets:   Limited partnerships $69,568  $-  $-  $69,568  $69,568 
Liabilities:   Short-term borrowings  20,000   -   20,000   -   20,000 
                     
December 31, 2016                    
Assets:   Limited partnerships  76,469   -   -   76,469   76,469 
Liabilities:   Short-term borrowings  20,000   -   20,000   -   20,000 
 Carrying  Fair Value 
  Value  Level 1  Level 2  Level 3  Total 
September 30, 2020               
Assets:                 
Limited partnerships $7,455  $0  $0  $7,455  $7,455 
Commercial mortgage loans  11,087   0   0   11,707   11,707 
Liabilities:                      
Short-term borrowings  20,000   0   20,000   0   20,000 
                     
December 31, 2019                    
Assets:                      
Limited partnerships $23,292  $0  $0  $23,292  $23,292 
Commercial mortgage loans  11,782   0   0   12,068   12,068 
Liabilities:                      
Short-term borrowings  20,000   0   20,000   0   20,000 

(9)  Stock BasedStock-Based Compensation:

The Company grantsissues shares of restricted Class B restricted stockCommon Stock to the Company's outside directors in lieuas part of cash, as their annual retainer compensation (the "annual retainer shares").  These annual retainercompensation.  The shares are distributed to the outside directors on the vesting date, which, with the exception of pro-rated annual retainers granted to outside directors, is one year following the date of grant.  On August 31, 2017,May 17, 2019, the Company granted shares of restricted Class B restricted stock toCommon Stock in connection with the election of a new outside director, in lieu of cash, asreflecting such director'sdirector’s pro-rated annual retainer compensation, which shares will vestvested and bewere distributed on May 9, 2018.7, 2020.  Additionally, effective May 22, 2019, John D. Nichols, Jr. ceased serving as the Company's Interim Chief Executive Officer and principal executive officer, but continued to serve as Chairman of the Company's Board of Directors.  On May 22, 2019, the Company granted shares of restricted Class B Common Stock to Mr. Nichols in connection with this transition, reflecting his pro-rated annual retainer compensation, which shares also vested and were distributed on May 7, 2020. The table below provides detail of the restricted stock issuances to directors for 20162019 and 2017:2020:


          Value 
          Per Share 
 Effective Number of Shares  Vesting Service on Grant 
 Date Issued  Date Period Date 
         
5/10/2016  17,677��5/10/20177/1/2016 - 6/30/2017 $24.89 
           
5/9/2017  18,183 5/9/20187/1/2017 - 6/30/2018 $24.20 
           
8/31/2017  1,257 5/9/20188/31/2017 - 6/30/2018 $21.90 
Grant Date 
Number of
Shares Issued
 Vesting Date Service Period 
Grant Date Fair
Value Per Share
5/8/2018 19,085 5/8/2019 7/1/2018 - 6/30/2019 $23.05
          
5/7/2019 29,536 5/7/2020 7/1/2019 - 6/30/2020 $16.25
          
5/17/2019 3,591 5/7/2020 7/1/2019 - 6/30/2020 $16.25
          
5/22/2019 3,541 5/7/2020 7/1/2019 - 6/30/2020 $16.25
          
5/5/2020 42,220 5/5/2021 7/1/2020 - 6/30/2021 $14.21


- 20 -


Notes to Unaudited Condensed Consolidated Financial Statements (continued)


Compensation expense related to the above stock grants is recognized over the period in which the directors render services.
On February 8, 2017,
16

In March 2018, the Company awarded 20,181Company's Compensation Committee, now known as the Compensation and Human Capital Committee (the "Committee"), granted equity-based awards pursuant to the Company's Long-Term Incentive Plan (the "Long-Term Incentive Plan").  Certain participants under the Long-Term Incentive Plan were granted equity awards (the "2018 LTIP Awards"), with the number of shares of Class B restricted stockCommon Stock earned pursuant to certain of the Company's executives under the Company's Restricted Stock Compensation Plan.   The restricted shares were granted to certain executives under the terms of the Company's Executive Incentive Bonus Plan.  The restricted shares will vest over a three-year period from the date of grant and will be distributed solely in the Company's Class B common stock.  The restricted shares were valued based on the closing price of the Company's Class B common stock on the day the award was granted.  Each share was valued at $23.80 per share, representing a total value of $480.  Non-vested restricted shares will be forfeited should an executive's employment terminate for any reason other than death, disability, or retirement as defined by the Compensation Committee of the Company's Board of Directors.

In May 2017, the Company's Compensation Committee granted equity-based awards. Under the Long-Term Incentive Plan ("LTIP") the final bonus amount will besuch awards determined by applying a performance matrix consisting of a measurement of the combined results of the Company's 20172018 growth in netgross premiums earned and the 2017Company's 2018 combined ratio.  The combined ratio is calculated as a ratio of (A) losses and loss expenses incurred, plus other operating expenses, less commission and other income to (B) net premiums earned.  AllNaN 2018 LTIP awards forAwards were earned based on the Company's named executive officers ("NEOs") will be paidperformance in restricted2018, and therefore no shares ofwere issued pursuant to the Company's Class B common stock at2018 LTIP Awards.  In addition to the end of2018 LTIP Awards, in March 2018 the 2017 annual performance period and will vest after a one year period.  All LTIP awards for non-NEOs will be paid in restricted shares of the Company's Class B common stock at the end of the 2017 annual performance period and will vest over a three year period. TheCommittee also granted Value Creation Incentive Plan ("VCIP"awards (the "2018 VCIP Awards") is an equity-based award for NEO'sto certain participants under the Long-Term Incentive Plan.  The 2018 VCIP Awards are performance-based equity awards that will be earned based on athe Company's cumulative increase in operating income, as defined above, over a three-year performance period.  Each target VCIP share opportunity will be determined by a measurement of the Corporation's cumulative operating incomeperiod from January 1, 20172018 through December 31, 20192020 relative to ana cumulative operating income goal for the period set by the Compensation Committee in March 2017.  For the purpose of2018.  Any 2018 VCIP calculation, cumulative operating income is equal to income before taxes excluding net realized gains (losses) on investments.  All VCIP awardsAwards that are earned will be paid in unrestricted shares of the Company's Class B common stockCommon Stock at the end of the three-year performance period, but no later than March 15, 2020.  No2021.  NaN shares have beenare eligible to be issued under the 2018 VCIP Awards as of September 30, 20172020.

On November 13, 2018, the Company entered into an employment agreement with its Interim Chief Executive Officer, John D. Nichols, Jr.  Pursuant to the terms of this employment agreement, on November 13, 2018, Mr. Nichols was granted 85,000 restricted shares of the Company's Class B Common Stock (the "Nichols Stock Grant"), of which 42,500 shares vested as of October 17, 2019; 21,250 shares vested as of October 17, 2020, and 21,250 shares will vest as of October 17, 2021.  The Company incurred $131 of expense during the nine months ended September 30, 2020 related to the Nichols Stock Grant.

In March 2019, the Committee granted equity-based awards pursuant to the Long-Term Incentive Plan.  Certain participants under these plans.the Long-Term Incentive Plan were granted equity awards (the "2019 LTIP Awards"), with the number of shares of Class B Common Stock earned pursuant to such awards determined by applying a performance matrix consisting of a corporate performance component as well as a personal performance component.  The corporate performance component of the 2019 LTIP Awards was determined based on the Company's achievement of 2019 underwriting income compared to the plan target.  The Company's underwriting income was calculated as income (loss) before federal income tax expense (benefit), less net realized and unrealized gains (losses) on investments, less net investment income.  The personal performance component of the 2019 LTIP Awards was determined based on the achievement of personal goals that aligned with departmental and corporate objectives for 2019.  2019 LTIP Awards earned were paid in shares of restricted Class B Common Stock in early 2020. One-third of such shares will vest annually over the three-year period beginning one year from the date of issue.  The Company incurred $75 of expense during the nine months ended September 30, 2020 related to the 2019 LTIP Awards.



On May 22, 2019, the Company entered into an employment agreement with its new Chief Executive Officer, Jeremy D. Edgecliffe-Johnson.  Pursuant to the terms of this employment agreement, on May 22, 2019, Mr. Edgecliffe-Johnson was granted 70,000 restricted shares of the Company's Class B Common Stock (the "Edgecliffe-Johnson Stock Grant"), of which 35,000 shares will vest as of June 1, 2022, 21,000 shares will vest as of June 1, 2023, and 14,000 shares will vest as of June 1, 2024.  The Company incurred $157 of expense during the nine months ended September 30, 2020 related to the Edgecliffe-Johnson Stock Grant.

On November 5, 2019, the Board of the Company, upon the recommendation of the Committee, approved equity compensation awards to be granted to 7 members of senior management as of November 12, 2019 under the Long-Term Incentive Plan.  The Board approved a total of $1,100 in grants of restricted shares of the Company’s Class B Common Stock, which will vest on January 1, 2023, subject to the recipient’s continued employment with the Company through the vesting date. The Company incurred $264 of expense during the nine months ended September 30, 2020 related to this grant.

On July 6, 2020, the Committee granted a total of 101,400 restricted shares of the Company's Class B Common Stock to certain members of senior management under the Long-Term Incentive Plan.  These 101,400 restricted shares will vest on July 1, 2023, subject to the recipient’s continued employment with the Company through the vesting date. The Company incurred $104 of expense during the nine months ended September 30, 2020 related to this grant.

(10)  Litigation, Commitments and Contingencies:

In the ordinary, regular and routine course of their business, the Company and its insurance subsidiariesInsurance Subsidiaries are frequently involved in various matters of litigation relating principally to claims for insurance coverage provided.  No currently pending matter is deemed by management to be material to the Company.Company, other than as noted below.


- 21 -
17

Personnel Staffing Group Litigation

In July 2019, Protective Insurance Company (“Protective”) was named as a defendant in an action brought by a former insured, Personnel Staffing Group d/b/a MVP Staffing (“PSG”), in the U.S. District Court for the Central District of California (the “California Action”) alleging that Protective had breached its workers’ compensation insurance policy and had breached the duties of good faith and fair dealing. Protective provided workers’ compensation insurance to PSG from January 1, 2017 through June 30, 2018, which was subject to a $500 per claim deductible to be paid by PSG.  NaN specific damages were included in the complaint.  In August 2019, Protective filed a motion to dismiss or stay the action.
 
NotesIn August 2019, Protective filed a lawsuit against PSG in Marion County Superior Court, in Indianapolis, Indiana (the “Indiana Court”) alleging breach of contract, breach of the parties' collateral agreement, breach of the parties' indemnity agreement, and seeking a declaratory judgment regarding PSG’s obligation to Unaudited Condensed Consolidated Financial Statements (continued)fund its ongoing claim deductible obligations and adequately collateralize Protective’s current and ongoing claims exposure pursuant to terms of the parties' agreements (the “Indiana Action”).  In October 2019, Protective amended the complaint to include allegations of misrepresentation as to source of coverage, negligent misrepresentation, fraud and racketeering and seeking injunctive relief.  In November 2019, PSG filed a motion to dismiss the Indiana Action on the basis of comity with the California Action, claiming that California was the proper forum for Protective’s claims.


(11) Shareholders' Equity:In February 2020, the Indiana Court issued an order dismissing the Indiana Action without prejudice; the Indiana Court declined to rule on the legal effect of the forum selection clause in the parties’ agreements, finding that any interpretation should be addressed by the court in the California Action.   On April 28, 2020, Protective’s motion to dismiss the California Action was granted without prejudice on grounds that Indiana is the more appropriate forum.  On May 4, 2020, PSG filed a notice of appeal in the 9th Circuit Court of Appeals, challenging the order of dismissal in the California Action.  On May 1, 2020, Protective filed a motion with the Indiana Court to re-open the Indiana Action, which was denied on September 23, 2020, pending resolution of PSG's 9th Circuit appeal.  Protective intends to vigorously pursue its claims against PSG, however, the ultimate outcome cannot be presently determined.
Changes
Pursuant to the terms of the workers’ compensation policies, Protective has a duty to adjust and pay claims arising under the policies regardless of whether PSG makes payments to Protective for deductible obligations under the policies.  Under its contractual obligations to Protective, PSG is required to maintain a “loss fund” for the payment of claims, the balance of which is to remain at or above $4,000; in common stock outstanding and additional paid-in-capital are as follows:addition, PSG is required to provide collateral in an amount equal to 110% of Protective’s current open case reserves on workers’ compensation claims arising under the policies.


                Additional 
    Class A    Class B  Paid-in 
  Shares   Amount  Shares   Amount  Capital 
Balance at December 31, 2016  2,623,109   $112   12,460,900   $532  $54,286 
   Restricted stock grants  -    -   37,858    2   919 
   Repurchase of common shares  -    -   (84,960)   (4)  (360)
Balance at September 30, 2017  2,623,109   $112   12,413,798   $530  $54,845 
 
As of September 30, 2020, Protective had approximately $19,400 in receivables on claims arising under PSG’s workers’ compensation policies and had exhausted all collateral provided by PSG.  Protective continues to pay claims settlements under the policies without reimbursement from PSG.  For the past six months, the average monthly invoices have been approximately $786.  PSG’s estimated ultimate obligation under the agreements is approximately $46,730 as of September 30, 2020 (inclusive of the $19,400 in receivables noted above).  At September 30, 2020, based on the Company's assessment that PSG will continue to operate as a business and that the terms of the agreement with PSG will be legally enforceable, the Company believes that it will fully collect all current and future amounts due from PSG relating to this matter.
The Company included this matter in its assessment of the impact of adopting ASU 2016-13, the new guidance for measuring CECL, which is discussed in Note 1.  A probability-of-default methodology was applied to projected estimated cash flows to estimate the allowance for expected credit losses for this matter.  The Company considered the delay in reimbursement for claims paid as well as probability of default assumptions when analyzing the credit loss related to this matter.  As of January 1, 2020, in conjunction with the adoption of ASU 2016-13, the Company recorded an allowance for expected credit losses of $15,000 ($11,850, net of tax) as a reduction to equity.  During the third quarter of 2020, the Company performed an update to its CECL allowance calculation related to the PSG matter.  As noted above, there have been further delays in the litigation process, which have extended the estimated cash flow timing.  As a result of these delays and an increase in the estimated ultimate obligation, the Company recorded an additional allowance of $1,500 ($1,185, net of tax) within other operating expenses in the condensed consolidated statement of operations for the three and nine months ended September 30, 2020.  In the event of a situation that results in no recovery from PSG, the Company would incur an estimated charge to the condensed consolidated statement of operations of $30,230 ($23,882, net of tax), which represents the estimated ultimate obligation discussed above less the CECL allowance.

(11)  Shareholders' Equity:

On August 31, 2017, the Company paid $1,880 to repurchase 84,960 sharesCompany's Board of Class B common stock under aDirectors authorized the reinstatement of its share repurchase program approved byfor up to 2,464,209 shares of the Company's Class A or Class B Common Stock.  No duration has been placed on the Company's share repurchase program, and the Company reserves the right to amend, suspend or discontinue it at any time.  The share repurchase program does not commit the Company to repurchase any shares of its Board of Directors on August 31, 2017.common stock.

18
The components of equity for
During the nine months ended September 30, 2017 were as follows:2020, the Company paid $1,782 to repurchase 126,764 shares of Class B Common Stock under the share repurchase program.  No share repurchases have been made since March 20, 2020.


  Total equity 
Balance at December 31, 2016 $404,345 
Net income  1,847 
Other comprehensive income  11,947 
Cash dividends paid to shareholders  (12,250)
Restricted stock grants  921 
Repurchase of common shares  (1,880)
Balance at September 30, 2017 $404,930 


The components of equity for the nine months ended September 30, 2016 were as follows:


  Total equity 
Balance at December 31, 2015 $394,498 
Net income  24,082 
Other comprehensive loss  (1,116)
Cash dividends paid to shareholders  (11,885)
Restricted stock grants  1,343 
Balance at September 30, 2016 $406,922 



- 22 -

Notes to Unaudited Condensed Consolidated Financial Statements (continued)


The following table illustrates changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2017:2020:


     Unrealized    
     holding gains on    
  Foreign  available-for-sale    
  Currency  securities  Total 
          
Beginning balance $(831) $34,051  $33,220 
             
   Other comprehensive income            
      before reclassifications  510   15,999   16,509 
             
   Amounts reclassified from            
      accumulated other            
      comprehensive income  -   (4,562)  (4,562)
             
Net current-period other            
   comprehensive income  510   11,437   11,947 
             
Ending balance $(321) $45,488  $45,167 
 
Foreign
Currency
  
Unrealized Holding Gains (Losses) on
Available-for-sale Securities
  Total 
Beginning balance at December 31, 2019 $(494) $9,863  $9,369 
             
Other comprehensive income (loss) before reclassifications  (307)  4,678   4,371 
Amounts reclassified from accumulated other comprehensive income (loss)  0   445   445 
             
Net current-period other comprehensive income (loss)  (307)  5,123   4,816 
             
Ending balance at September 30, 2020 $(801) $14,986  $14,185 


The following table illustrates changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2016:2019:


     Unrealized    
     holding gains on    
  Foreign  available-for-sale    
  Currency  securities  Total 
          
Beginning balance $(1,066) $38,924  $37,858 
             
   Other comprehensive income            
      before reclassifications  398   7,471   7,869 
             
   Amounts reclassified from            
      accumulated other            
      comprehensive income  -   (8,985)  (8,985)
             
Net current-period other            
   comprehensive income  398   (1,514)  (1,116)
             
Ending balance $(668) $37,410  $36,742 

 
Foreign
Currency
  
Unrealized Holding Gains (Losses) on
Available-for-sale Securities
  Total 
Beginning balance at December 31, 2018 $(1,139) $(6,208) $(7,347)
             
Other comprehensive income (loss) before reclassifications  402   16,588   16,990 
Amounts reclassified from accumulated other comprehensive income (loss)  0   (49)  (49)
             
Net current-period other comprehensive income (loss)  402   16,539   16,941 
             
Ending balance at September 30, 2019 $(737) $10,331  $9,594 
(12) Other Operating Expenses:
During 2015,
(12)  Related Parties:

The Company utilizes the Company entered into a consulting contract withservices of an insurance brokerageinvestment firm of which a1 director of the Company is CEOa partial owner.  This investment firm manages equity securities and a Managing Director.  The consulting contract provides forfixed income portfolios held by the Company with an annual feeaggregate market value of $300 for 2017 and 2016, respectively.  The Company also has a brokerage agreement with this entity.  The Company incurred commission expense in connection with insurance policies written in 2017 and 2016 under this brokerage agreement.  Total commission expense for the three months endedapproximately $6,805 at September 30, 20172020.  Total commissions and 2016 was $164net fees earned by this investment firm and $140, respectively.  Total commission expenseits affiliates on these portfolios were $103 and $100 for the nine months ended September 30, 20172020 and 2016 was $523 and $280, respectively.2019.


- 23 -

Notes to Unaudited Condensed Consolidated Financial Statements (continued)

(13)  Subsequent Events:

On November 3, 2020, the Company's Board of Directors declared a regular quarterly dividend of $0.10 per share on the Company's Class A and Class B Common Stock.  The Company has evaluated subsequent events for recognition or disclosure in these condensed consolidated financial statements fileddividend per share will be payable December 1, 2020 to shareholders of record on Form 10-Q with the Securities and Exchange Commission, and no events have occurred through the filing date of this Form 10-Q which require recognition or disclosure.November 17, 2020.




- 24 -
19


ITEM 22. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


The Company specializesProtective Insurance Corporation is a property-casualty insurer specializing in marketing and underwriting insuranceproperty, liability and workers' compensation coverage for thetrucking and public transportation industry.  The Company operatesfleets, as well as coverage for trucking industry independent contractors.  We operate as one reportable property and casualty insurance segment, offering a range of products and services, the most significant being commercial automobile and workers' compensation insurance products.


The term “Protective,” as used throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), refers to Protective Insurance Corporation, the parent company.  The terms the “Company,” “we,” “us” and “our,” as used throughout this MD&A, refer to Protective and all of its subsidiaries, unless the context clearly indicates otherwise.  The term “Insurance Subsidiaries,” as used throughout this MD&A, refers to Protective Insurance Company, Protective Specialty Insurance Company, Sagamore Insurance Company and B&L Insurance, Ltd.

Impact of Stockholder Support and Contingent Sale Agreement

On May 5, 2020, the Board of Directors (the “Board”) of Protective formed a special committee of independent directors (the “Special Committee”) to evaluate a Stockholder Support and Contingent Sale Agreement (the “Contingent Sale Agreement”) entered into by and among certain prospective third party purchasers (the “Offering Parties”), certain of Protective’s shareholders and the other parties thereto. We received notice of the Contingent Sale Agreement on April 23, 2020, the date the Offering Parties filed amendments to Schedule 13Ds relating to our Class A Common Stock.  The Contingent Sale Agreement was amended and restated on August 17, 2020.  Subject to the satisfaction of certain conditions under the Contingent Sale Agreement, the Offering Parties may commence a tender offer to purchase all of the outstanding shares of Protective’s Class A Common Stock.

In June 2020, Protective announced that the Board determined the transactions contemplated by the Contingent Sale Agreement are not in the best interests of Protective and our stakeholders. As part of this evaluation, the Board determined that it would also recommend against the potential tender offer contemplated by the Contingent Sale Agreement if it were commenced, and that if the transactions contemplated by the Contingent Sale Agreement were consummated, it expects to take the necessary actions to redeem all or certain of the Class A shares of Protective purchased by the Offering Parties pursuant to Protective’s Code of By-laws.  Protective also announced that the Special Committee of the Board is exploring, with the assistance of its business constituted one reportable propertyindependent financial and casualty insurance segmentlegal advisors, strategic alternatives that may be available to Protective. There can be no assurance that the Special Committee or Board will determine that a strategic alternative is in the best interest of the Company and its stakeholders, or that a transaction will be entered into or, if entered into, the timing, terms or conditions thereof.

During the second and third quarters of 2020, we incurred an aggregate of $2.1 million ($1.7 million, net of tax) of expenses in conjunction with the Board’s review of the Contingent Sale Agreement and the activities of the Special Committee.

Expected Credit Losses Standard (CECL) Adoption

On January 1, 2020, we adopted the provisions of Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13.  ASU 2016-13 introduced a current expected credit loss ("CECL") model for measuring expected credit losses for certain types of financial instruments held at the reporting date requiring significant judgment in application based on historical experience, current conditions and reasonable supportable forecasts, but is not prescriptive about certain aspects of estimating expected losses. We adopted the guidance using a modified retrospective approach as of January 1, 2017.  2020 and recognized a cumulative effect adjustment of $15.5 million ($12.3 million net of tax), to the opening balance of retained earnings.  The adjustment was primarily related to estimating credit losses on our accounts receivable balances, reinsurance recoverable balances and commercial mortgage loans at the date of adoption with $15.0 million ($11.9 million, net of tax) attributed to our ongoing litigation with Personnel Staffing Group ("PSG") discussed in Note 10 - Litigation, Commitments and Contingencies.  During 2016the third quarter of 2020, we performed an update to our CECL allowance calculation related to the PSG matter and recorded an additional allowance of $1.5 million ($1.2 million, net of tax) within other operating expenses in the condensed consolidated statement of operations for the three and nine months ended September 30, 2020.
20

The updated guidance in ASU 2016-13 also amended the previous other-than-temporary impairment ("OTTI") model for available-for-sale fixed income securities by requiring the recognition of impairments relating to credit losses through an allowance account and limiting the amount of credit loss to the difference between a security’s amortized cost basis and its fair value.  In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists.  We adopted the guidance related to available-for-sale fixed income securities on January 1, 2020 using a prospective transition approach for available-for-sale fixed income securities that were purchased with credit deterioration or had recognized an OTTI write-down prior years,to the Company had two reportable segments – propertyeffective date.  The effect of the prospective transition approach was to maintain the same amortized cost basis before and casualty insuranceafter the effective date.  For those securities we intended to sell as of September 30, 2020, we recorded a write down to earnings of $0.6 million and reinsurance.  The Company moved$1.0 million during the three and nine months ended September 30, 2020.  We reviewed our remaining fixed income securities in an unrealized loss position as of September 30, 2020 and determined the losses were primarily the result of non-credit factors, such as the increase in market volatility due to the disruption in global financial markets as a single reportable segment based on how its operating results are regularly reviewed byresult of the Company's chief operating decision maker when making decisions about how resources arenovel coronavirus COVID-19 ("COVID-19") pandemic and responses to it. We currently do not intend to sell nor do we expect to be allocatedrequired to sell these securities before recovery of their amortized cost. Based on the segmentabove factors, we did not record any allowance for credit losses under the new guidance related to these available-for-sale securities under the new guidance in the first nine months of 2020.

COVID-19 Impacts

Beginning in March 2020 and assessing its performance.  The prior period segment information throughoutcontinuing through the date of this Quarterly Report on Form 10-Q, was updatedthe global pandemic associated with COVID-19 and related economic conditions have impacted the global economy and our results of operations.  For the three and nine months ended September 30, 2020, net premiums earned within our commercial automobile products, specifically public transportation, were negatively impacted due to conforma reduction in miles driven, which is the basis for premiums we receive, as well as an overall reduction in public transportation units insured.  However, losses and loss expenses incurred during those same periods reflected favorable impacts within all commercial automobile products as a result of declines in accident frequency due to lower traffic density.  In addition to these impacts on our underwriting loss, as defined below, we experienced net realized and unrealized gains on investments of $0.1 million during the three months ended September 30, 2020, reflecting an improvement in the global financial markets during the quarter; however, we incurred net realized and unrealized losses on investments of $17.0 million for the nine months ended September 30, 2020 due to investment losses of $27.8 million during the three months ended March 31, 2020 as a result of the significant decline in the global financial markets experienced in that quarter due to the current year presentation.COVID-19 pandemic.  These gains and losses were primarily driven by the impact of changes in the fair value of our equity investments as a result of the recent fluctuations in the global financial markets driven primarily by the COVID-19 pandemic.  Additionally, insurance departments throughout the country have issued bulletins and regulations urging or requiring insurers to extend grace periods for the payment of policy premiums and to refrain from canceling or non-renewing policies for the non-payment of policy premiums for policyholders adversely affected by COVID-19; however, we have not seen a material decrease or slowdown in premium collection to date.  We have also taken additional steps, including a temporary freeze on hiring in most areas of the company and reductions to discretionary spending in response to COVID-19.  We expect this impact will persist for the remainder of 2020 and beyond, but the degree of the impact will depend on the extent and duration of the challenging economic circumstances.  For further discussion regarding the potential impacts of COVID-19 and related economic conditions on our results, see Part II, Item 1A, "Risk Factors," of this Quarterly Report on Form 10-Q.


Liquidity and Capital Resources


Our liquidity and capital resources were not materially impacted by COVID-19 and related economic conditions during the first nine months of 2020. For further discussion regarding the potential future impacts of COVID-19 and related economic conditions, see "Part II, Item 1A, "Risk Factors" of this Quarterly Report on Form 10-Q.

The primary sources of the Company'sour liquidity are (1) funds generated from insurance operations, including net investment income, (2) proceeds from the sale of investments, and (3) proceeds from maturing investments.


The CompanyWe generally experiencesexperience positive cash flow from operations.  Premiums are collected on insurance policies in advance of the disbursement of funds infor payment of claims.  Operating costs of the Company'sour property/casualty insurance subsidiaries,Insurance Subsidiaries, other than loss and loss expense payments and commissions paid to related agency companies, generally average less than one-third of net premiums earned on a consolidated basis, and the remaining amount is available for investment for varying periods of time depending on the type of insurance coverage provided and the timing of the claim payments. Because losses are often settled in periods subsequent to when they are incurred, operating cash flows may, at times, become negative as loss settlements on claim reserves established in prior years exceed current revenues.  The Company'sOur cash flow relating to premiums is significantly affected by reinsurance programs in effect, from time-to-time, whereby the Company cedeswe cede both premium and risk to other insurance and reinsurance companies.  These programs vary significantly among products, and certain contracts call for reinsurance payment patterns, which do not coincide with the collection of premiums by the Companyus from itsour insureds.

21

On August 31, 2017, the Company'sour Board of Directors authorized the reinstatement of itsour share repurchase program for up to 2,464,209 shares of the Company'sour Class A or Class B common stock.Common Stock. The repurchases may be made in the open market or through privately negotiated transactions, from time-to-time, and in accordance with applicable laws, rules and regulations.  The share repurchase program expiringmay be amended, suspended or discontinued at any time and does not commit us to repurchase any shares of our common stock. We have funded, and intend to continue to fund, the share repurchase program from cash on March 5, 2018, authorizes the repurchase of up to $17.5 millionhand. The actual number and value of the Company's outstanding common shares at various pricing thresholds.  Because repurchasesto be purchased will be subject todepend on the performance of our stock price, market volume and timing constraints, there is no assurance as toother market conditions.  During the exact number of shares that will be repurchased, if any. 

- 25 -


For the first nine months ended September 30, 2020, we paid $1.8 million to repurchase 126,764 shares of 2017,Class B Common Stock under the Company produced positive cash flow from operations totaling $55.2 million, which compared to positive cash flow from operations of $32.4 million generated during the first nine months of 2016.  The increase in cash flow from the 2016 period was mainly due to higher premium volume during the first nine months of 2017.share repurchase program.  No share repurchases have been made since March 20, 2020.


For several years, the Company'sour investment philosophy has emphasized the purchase of short-term bonds with superiorhigh quality and liquidity.  As flat yield curves have not provided incentiveIf there was a hypothetical increase in interest rates of 100 basis points, the price of our fixed income portfolio, including cash, at September 30, 2020 would be expected to lengthen maturities in recent years, the Company has continued to maintain itsfall by approximately 2.7%.  The credit quality of our fixed maturity portfolio at short-term levels.income securities remains high with a weighted average rating of AA-, including cash.  The average contractual life of the Company'sour fixed maturityincome and short-term investment portfolio increased slightly to 4.8was 7.1 years during the first nine months of 2017 from 4.5and 6.9 years at September 30, 2020 and December 31, 2016.2019.  The average duration of the Company'sour fixed maturityincome portfolio remains much shorter than both the contractual maturity average and the duration of the Company'sour liabilities.  The CompanyWe also remainsremain an active participant in the equity securities marketmarkets, using capital which is in excess of amounts considered necessary to fund our current operations.  The long-term horizon for the Company'sour equity investments allows itus to invest in positions where ultimate value, and not short-term market fluctuation, is the primary focus.  Investments made by the Company'sour domestic property/casualty insurance subsidiariesInsurance Subsidiaries are regulated by guidelines promulgated by the National Association of Insurance Commissioners (the "NAIC"), which are designed to provide protection for both policyholders and shareholders.
The net
Net cash used in investingprovided by operating activities totaled $36.1was $43.1 million during the nine months ended September 30, 2020 compared to $62.3 million for the first nine months of 2017.  Thisended September 30, 2019.  The decrease in operating cash flows during the nine months ended September 30, 2020 reflected lower premium volume when compared to netthe same period of 2019.  Net cash usedfrom operations for the nine months ended September 30, 2019 benefited from the impact of growth in investing activitiespremiums and the timing of $27.1 millionrelated claims payments. The decrease in operating cash flows was primarily related to lower premium volume and lower investment income from our fixed income securities during the 2016 period.  The increasenine months ended September 30, 2020 compared to the same period in 2019.

Net cash used in investing activities was $25.1 million for the resultnine months ended September 30, 2020 compared to $110.6 million for the nine months ended September 30, 2019.  The $85.5 million change was primarily due to a decrease in the investment of the normal timingcash and cash equivalent investments into fixed income securities and an increase in net proceeds from sales of purchases and sales and maturities in our investment portfolio,equity securities, partially offset by increased distributions from$18.8 million less in limited partnership investments.distributions, during the nine months ended September 30, 2020 when compared to the same period in 2019.


FinancingNet cash used in financing activities for the first nine months of 2017ended September 30, 2020 consisted of the regular cash dividend payments to shareholders of $12.3$4.3 million ($.810.30 per share) combined with theand $1.8 million to repurchase of 84,960 shares of the Company'sour Class B common stock during the third quarter of 2017 for $1.9 million.Common Stock.  Financing activities for the first nine months of 2016ended September 30, 2019 consisted solely of the regular cash dividend payments to shareholders of $11.9$4.4 million ($.780.30 per share). and $10.3 million to repurchase shares of our Class A and B Common Stock.


The Company maintains a revolving line of credit with a $40.0 million limit and an expiration date of September 23, 2018.  Interest on this line of credit is referenced to LIBOR and can be fixed for periods of up to one year at the Company's option.  Outstanding drawings on this line of credit were $20.0 million as of both September 30, 2017 and December 31, 2016.  At September 30, 2017, the effective interest rate was 2.34%.  The Company had $20.0 million remaining under the line of credit at September 30, 2017.  The Company's revolving line of credit has three financial covenants, all of which were met as of September 30, 2017.  The three financial covenants relate to a minimum Generally Accepted Accounting Principles ("GAAP") net worth, a minimum statutory surplus and a minimum A.M. Best rating.
The Company'sOur assets at September 30, 20172020 included $65.2$78.4 million of investments classified as short-termincluded within cash and cash equivalents on the condensed consolidated balance sheet that wereare readily convertible to cash without significant market penalty.  Anpenalty and an additional $48.8$92.9 million of fixed maturityincome investments will mature within the twelve-month period following September 30, 2017.  The Company believes thatmaturing in less than one year.  We believe these liquid investments, plus the expected cash flow from premium collections, are more than sufficient to provide for projected claim payments and operating cost demands.  In the event competitive conditions produce inadequate premium rates and the Company chooseswe choose to further restrict volume or our premiums are further restricted due to market conditions, including related to the impact of COVID-19, we believe the liquidity of itsour investment portfolio would permit managementus to continue to pay claims as settlements are reached without requiring the disposal of investments at a loss, regardless of interest rates in effect at the time.  In addition, our reinsurance program is structured to avoid significant cash outlays that accompany large losses.


We maintain a revolving credit facility with a $40.0 million limit, with the option for up to an additional $35.0 million in incremental loans at the discretion of the lenders, which has an expiration date of August 9, 2022.  Interest on this revolving credit facility is referenced to the London Interbank Offered Rate and can be fixed for periods of up to one year at our option.  Outstanding drawings on this revolving credit facility were $20.0 million as of September 30, 2020.  At September 30, 2020, the effective interest rate was 1.26% and we had $20.0 million remaining under the revolving credit facility.  The current outstanding borrowings were used to repay our previous line of credit.  Our revolving credit facility has two financial covenants, each of which were met as of September 30, 2020.  These covenants require us to have a minimum U.S. generally accepted accounting principles ("GAAP") net worth and a maximum consolidated debt to equity ratio of 0.35.
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22

Annualized net premiums written by our Insurance Subsidiaries for the third quarter of 2020 equaled approximately 127% of the combined statutory surplus of these subsidiaries. According to the NAIC, acceptable ranges for the ratio of net premiums written to statutory surplus include results of up to 300%.  This ratio is designed to measure our ability to absorb above-average losses and our financial strength. Additionally, the statutory capital of each of our Insurance Subsidiaries substantially exceeded minimum risk-based capital requirements set by the NAIC as of September 30, 2020.  As a result, we have the ability to increase our business without seeking additional capital to meet regulatory guidelines.

Consolidated shareholders' equity is composed largely of GAAP shareholders' equity of the insurance subsidiaries.our Insurance Subsidiaries.  As such, there are statutory restrictions on the transfer of substantial portions of this equity to the parent company.Protective.  At September 30, 2017, $54.32020, $51.9 million may be transferred by dividend or loan to the parent companyProtective during the remainder of 20172020 without approval by, or prior notification to, regulatory authorities.  An additional $258.1$152.0 million of shareholders' equity of the Company's insurance subsidiariesour Insurance Subsidiaries could be advanced or loaned to the parent companyProtective with prior notification to, and approval from, regulatory authorities, although transfers of this size would not be practical.  The Company believes thatWe believe these restrictions pose no material liquidity concerns to the Company.  The Companyfor us.  We also believes thatbelieve the financial strength and stability of the Company's insurance subsidiariesour Insurance Subsidiaries would permit access by the parent companyProtective to short-term and long-term sources of credit when needed.  The parent companyProtective had cash and marketable securities valued at $11.1$12.2 million at September 30, 2017.2020.

23
Net premiums written
Non-GAAP Measures

We believe investors’ understanding of our performance is enhanced by our disclosure of underwriting income (loss), which is a measure that is not calculated in accordance with GAAP. Underwriting income (loss) represents the Company'spre-tax profitability or loss of our insurance subsidiaries foroperations and is derived by subtracting net realized and unrealized gains (losses) on investments and net investment income from income (loss) before federal income tax expense (benefit).  For the firstthree and nine months of 2017 equaled approximately 82% of the combined statutory surplus of these subsidiaries, a level consistent with the increase in premiums written during 2017.  Premium writings of up to 100% and in some cases up to 200% of surplus are generally considered acceptable by regulatory authorities.  Further, the statutory capital of each of the Company's insurance subsidiaries substantially exceeded minimum risk based capital requirements set by the National Association of Insurance Commissioners as of September 30, 2017.  Accordingly, the Company has the ability to significantly increase its business without seeking additional capital to meet regulatory guidelines.

Results of Operations

Comparison of Third Quarter 2017 to Third Quarter 2016

The following table provides information regarding premiums written and earned for the quarters ended September 30, (dollars2020, we also excluded corporate charges incurred in thousands):conjunction with the Board's review of the Contingent Sale Agreement, activities of the Special Committee as well as the CECL allowance adjustment related to the PSG matter discussed above from the calculation of underwriting income (loss).  We believe the exclusion of these corporate charges more accurately reflects our operational results.  We use underwriting income (loss) as an internal performance measure in the management of our operations because we believe it gives us and users of our financial information useful insight into our results of operations, our underlying business performance and our ongoing operating trends. Underwriting income (loss) should not be viewed as a substitute for income (loss) before federal income tax expense (benefit) calculated in accordance with GAAP, and other companies may define underwriting income (loss) differently.



The ratio of consolidated other operating expenses, less commissions and other income, to net premiums earned, or our expense ratio, and the ratio of losses and loss expenses incurred, plus other operating expenses, less commissions and other income, to net premiums earned, or our combined ratio, are measures of our profitability that we believe increase the period-to-period comparability of our operational results.  For the three and nine months ended September 30, 2020, we also excluded the corporate charges and CECL allowance adjustment discussed above from other operating expenses when calculating our expense ratio and our combined ratio, as these ratios are intended to depict our underlying business performance and ongoing operating trends.  We also believe the exclusion of these charges improves the comparability of our expense and combined ratios with our ratios in prior years.  Our management uses these ratios to evaluate performance, allocate resources and forecast future operating periods.  While expense ratios and combined ratios are widely used within our industry, our use of such ratios may not be directly comparable to similarly titled measures reported by other companies.
  2017  2016  Change 
          
Gross Premiums Written $131,523  $101,921  $29,602 
Net Premiums Written  96,222   70,530   25,692 
Net Premiums Earned  89,100   71,235   17,865 


  Three Months Ended  Nine Months Ended    
  September 30  September 30    
 (dollars in thousands) 2020  2019  2020  2019 
Income (loss) before federal income tax expense (benefit) $3,327  $(1,019) $(7,604) $4,445 
Less: Net realized and unrealized gains (losses) on investments  144   125   (16,996)  9,041 
Less: Net investment income  5,486   6,703   19,102   19,434 
       Less: Corporate charges and CECL allowance adjustment included in other operating expenses 1
  (1,939)  -   (3,639)  - 
Underwriting loss $(364) $(7,847) $(6,071) $(24,030)
                 
Other operating expenses  36,952   36,070   105,259   104,386 
Less: Corporate charges and CECL allowance adjustment 1
  1,939   -   3,639   - 
Other operating expenses, excluding corporate charges and CECL allowance adjustment  35,013   36,070   101,620   104,386 
                 
Ratios                
Losses and loss expenses incurred $84,673  $84,781  $234,713  $262,336 
Net premiums earned  117,853   110,288   325,242   335,931 
Loss ratio  71.8%  76.9%  72.2%  78.1%
                 
Other operating expenses $36,952  $36,070  $105,259  $104,386 
Less: Commissions and other income  1,469   2,716   5,020   6,761 
Other operating expenses, less commissions and other income  35,483   33,354   100,239   97,625 
Net premiums earned  117,853   110,288   325,242   335,931 
Expense ratio  30.1%  30.2%  30.8%  29.1%
                 
Impact of corporate charges and CECL allowance adjustment  (1.7)%  -   (1.1)%  - 
Expense ratio, excluding corporate charges and CECL allowance adjustment  28.4%  30.2%  29.7%  29.1%
                 
Combined ratio  101.9%  107.1%  103.0%  107.2%
Combined ratio, excluding corporate charges and CECL allowance adjustment  100.2%  107.1%  101.9%  107.2%

1 Represents the corporate charges incurred in conjunction with the Board's review of the Contingent Sale Agreement, activities of the Special Committee and an adjustment to our CECL allowance related to the PSG litigation matter discussed above.
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Results of Operations

Comparison of Third Quarter 2020 to Third Quarter 2019(in thousands)

  2020  2019  Change  % Change 
Gross premiums written $148,039  $137,145  $10,894   7.9%
Ceded premiums written  (26,827)  (27,853)  1,026   (3.7)%
Net premiums written $121,212  $109,292  $11,920   10.9%
                 
Net premiums earned $117,853  $110,288  $7,565   6.9%
Net investment income  5,486   6,703   (1,217)  (18.2)%
Commissions and other income  1,469   2,716   (1,247)  (45.9)%
Net realized and unrealized gains on investments  144   125   19   15.2%
Total revenue  124,952   119,832         
Losses and loss expenses incurred  84,673   84,781   (108)  (0.1)%
Other operating expenses  36,952   36,070   882   2.4%
Total expenses  121,625   120,851         
Income (loss) before federal income tax expense (benefit)  3,327   (1,019)  4,346     
Federal income tax expense (benefit)  46   (312)  358     
Net income (loss) $3,281  $(707) $3,988     
                 

Gross premiums written during the third quarter of 20172020 increased $29.6$10.9 million (29.0%(7.9%), while net premiums earned increased $17.9$7.6 million (25.1%(6.9%), as compared to the same period in 2016.third quarter of 2019.  The higher gross premiums written and net premiums earned in the third quarter of 2020 were primarily the result of increased premiums related to rate increases, growth in existing business lines and new business policies sold primarily in our independent contractor commercial automobile products.  This increase was partially offset by declines in premiums within our public transportation commercial automobile products as a result of a reduction in miles driven, which is the basis for premiums we receive, as well as an overall reduction in public transportation units insured, both due to increases in salesthe impact of both commercial automobile and workers' compensation products and were consistent with the Company's growth strategy.  COVID-19The difference in the percentage change for premiums written compared to earned iswas reflective of the normal differences in the financial statement recognition of earned premiums compared to written, as well as differences in reinsurance ceding rates on the mix of business in-force.
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Premiums ceded to reinsurers on the Company'sour insurance business averaged 26.8%18.1% of gross premiums written for the third quarter of 20172020 compared to 30.8%20.3% in the 2016 third quarter.
quarter of 2019.  The decrease in the percentage of premiums ceded to reinsurance decreased as awas the result of changesgrowth in the Company'sour commercial automobile products, which carry a lower ceded reinsurance structure.percentage when compared to ceding rates on our workers' compensation products.


Net investment incomeLosses and loss expenses incurred during the third quarter of 2017 was 14.6% higher than2020 decreased $0.1 million (0.1%) compared to the third quarter of 2016, due primarily2019, resulting in a loss ratio of 71.8% during the third quarter of 2020 compared to highera loss ratio of 76.9% during the third quarter of 2019.  The loss ratio is calculated as the percentage of losses and loss expenses incurred to net premiums earned.  The lower losses and loss expenses and lower loss ratio in the third quarter of 2020 reflected results of our underwriting actions, including non-renewal of unprofitable business as well as significant rate increases in commercial automobile.

Net investment income for the third quarter of 2020 decreased 18.2% to $5.5 million compared to $6.7 million for the third quarter of 2019.  The decrease reflected lower interest rates leading to higher reinvestment yields for short-duration fixed income securities, increased dividendsearned on cash and a 3.0%cash equivalent balances in the current period, partially offset by an increase in average funds invested resulting from positive cash flow.  After-tax investment income increased by 13.6%compared to $2.9the third quarter of 2019.
Net realized and unrealized gains on investments of $0.1 million during the third quarter of 2017, compared to $2.52020 were primarily driven by $0.7 million in unrealized gains on equity securities during the 2016 thirdperiod as a result of the improvement in the global financial markets following sharp declines related to COVID-19 during the first quarter reflectingof 2020.  These gains were partially offset by impairments on our fixed income securities of $0.6 million recognized during the aforementioned higher interest rates and reinvestment yield environment.  

The third quarter 2017 net realized investment gains of $5.9 million resulted primarily from $3.4 million in gains from trading activities and $2.5 million in gains from the Company's investments in limited partnerships.period.  Comparative third quarter 20162019 net realized investmentand unrealized gains on investments of $0.1 million were primarily driven by net realized gains on sales of securities, excluding impairment losses, of $1.2 million and a $0.3 million increase in the value of our limited partnership investments.  These gains were $7.7 million, consisting primarily of $4.4partially offset by $1.3 million in gains reported fromunrealized losses on equity securities during the Company's investments in limited partnershipsperiod and $3.3impairments on our fixed income securities of $0.1 million in gains from trading activities.recognized during the period.  Realized investment gains and losses result from decisions regarding overall portfolio realignment as well as the sale of individual securities, including the change in the aggregate value of limited partnerships and, as such, should not be expected to be consistent from period to period.

25
Losses and loss expenses incurred during the third quarter of 2017 increased $3.8 million (6.8%) compared to the 2016 third quarter, resulting in a loss ratio of 68.1%, compared to a loss ratio of 79.8% during the third quarter of 2016.  The year-over-year decrease in the loss ratio reflects a $10.1 million reserve strengthening that occurred during the third quarter of 2016.

Other operating expenses for the third quarter of 20172020 increased $8.0$0.9 million, or 37.5%2.4%, fromto $37.0 million compared to $36.1 million for the third quarter of 2016.  2019.  The increase in other operating expenses was driven primarily dueby a $1.5 million increase to increasedour CECL allowance related to our ongoing litigation with PSG discussed above, higher commission expenses as a resultrelated to the mix of increased premiums written.  The ratio of consolidated other operating expenses less commissions and other income to net premiums earned was 31.2%premium written during the third quarter of 20172020, as well as an additional $0.4 million of corporate charges incurred during the third quarter of 2020 to third party advisors of the Special Committee in connection with the Special Committee's review of the Contingent Sale Agreement as well as other strategic alternatives, as discussed above.  The expense ratio was 30.1% during the third quarter of 2020, or 28.4% excluding the corporate charges and CECL allowance adjustment discussed above, compared to 28.1%30.2% for the 2016 third quarter.quarter of 2019.  The decrease in the expense ratio was primarily related to the increase in net premiums earned during the period.


Federal income tax expense was $0.05 million for the third quarter of 2020 compared to a $0.3 million federal income tax benefit for the third quarter of 2019.  The effective federal tax rate on consolidated income for the third quarter of 20172020 was 30.0%1.4% compared to 29.0%30.6% on consolidated loss for the 2016 third quarter.quarter of 2019.  The pre-tax loss for the three months ended September 30, 2019 makes these interim period effective tax rates less comparable year-over-year.  The difference in the effective federal income tax rate differs from the normal statutory rate was primarily asrelated to a resultreduction of the tax valuation allowance on our deferred tax assets in the third quarter of 2020, of which $0.6 million was recorded in the condensed consolidated statement of operations and the effects of tax-exempt investment income.income and the dividends received deduction. The effective tax rate can fluctuate throughout the year because estimates used in the quarterly tax provision are updated as more information becomes available throughout the year.


As a result of the factors mentioned above, and primarily the $10.1 million reserve strengthening that occurred during the third quarter of 2016, net income increased $3.4$4.0 million to $3.3 million during the third quarter of 2017 as2020 compared to net loss of $0.7 million during the 2016 third quarter.quarter of 2019.


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Comparison of Nine Months Ended September 30, 20172020 to Nine Months Ended September 30, 20162019(in thousands)


  2020  2019  Change  % Change 
Gross premiums written $397,494  $433,191  $(35,697)  (8.2)%
Ceded premiums written  (77,769)  (92,882)  15,113   (16.3)%
Net premiums written $319,725  $340,309  $(20,584)  (6.0)%
                 
Net premiums earned $325,242  $335,931  $(10,689)  (3.2)%
Net investment income  19,102   19,434   (332)  (1.7)%
Commissions and other income  5,020   6,761   (1,741)  (25.8)%
Net realized and unrealized gains (losses) on investments  (16,996)  9,041   (26,037)  (288.0)%
Total revenue  332,368   371,167         
Losses and loss expenses incurred  234,713   262,336   (27,623)  (10.5)%
Other operating expenses  105,259   104,386   873   0.8%
Total expenses  339,972   366,722         
Income (loss) before federal income tax expense (benefit)  (7,604)  4,445   (12,049)    
Federal income tax expense (benefit)  (96)  869   (965)    
Net income (loss) $(7,508) $3,576  $(11,084)    
                 

The following table provides information regardingGross premiums written and earned forduring the nine months ended September 30, (dollars in thousands):

  2017  2016  Change 
          
Gross Premiums Written $360,558  $298,120  $62,438 
Net Premiums Written  246,459   202,764   43,695 
Net Premiums Earned  231,070   206,870   24,200 

Gross premiums written during the first nine months of 2017 increased $62.42020 decreased $35.7 million (20.9%(8.2%), while net premiums earned increased $24.2decreased $10.7 million (11.7%(3.2%), as compared to the same period in 2016.2019.  The higherlower net premiums written and earned in 2020 were primarily the result of declines in premiums within our commercial automobile products, specifically public transportation, as a result of a reduction in miles driven, which is the basis for premiums we receive, as well as an overall reduction in public transportation units insured, both due to the impact of COVID-19.  Additionally, we experienced reduced premiums associated with lower retention rates as we continue to take actions to improve profitability, including rate increases and non-renewal of certain risks.  These decreases were partially offset by rate increases, growth in sales of bothexisting business lines and new business policies sold mainly in our commercial automobile and workers' compensation products and were consistent with the Company's growth strategy.  products.  The difference in the percentage change for premiums written compared to earned iswas reflective of the normal differences in the financial statement recognition of earned premiums compared to written, as well as differences in reinsurance ceding rates on the mix of business in-force.

Premiums ceded to reinsurers on the Company'sour insurance business averaged 31.6%19.6% of gross premiums written for the 2017 periodnine months ended September 30, 2020 compared to 32.0%21.4% for the same period of 2019.  The decrease in premiums ceded was the result of growth in our commercial automobile products, which carry a year earlier.lower ceded reinsurance percentage when compared to ceding rates on our workers' compensation products.
26

Losses and loss expenses incurred during the nine months ended September 30, 2020 decreased $27.6 million (10.5%) compared to the same period of 2019, resulting in a loss ratio of 72.2% during the period.  This compares to a loss ratio of 78.1% during the same period of 2019.  The loss ratio is calculated as the percentage of losses and loss expenses incurred to net premiums ceded to reinsurance decreasedearned.  The lower losses and loss expenses and lower loss ratio for the nine months ended September 30, 2020 reflected results of our underwriting actions, including non-renewal of unprofitable business as well as significant rate increases in commercial automobile.  Additionally, losses and loss expenses incurred reflected favorable impacts from COVID-19 within all commercial automobile products as a result of changesdeclines in the Company's reinsurance structure.  The change in net premiums earned, comparedaccident frequency due to growth in gross premiums written, was a function of premium adjustment provisions in the Company's historical commercial automobile reinsurance treaties.  This historical reinsurance structure, which was revised in the current reinsurance renewal, causes an adjustment for ceded premiums when the ultimate loss estimate changes for a reinsurance treaty year.lower traffic density.


Net investment income duringfor the first nine months ended September 30, 2020 decreased 1.7% to $19.1 million compared to $19.4 million for the same period of 2017 was 18.4% higher than the first nine months of 2016 primarily due to higher2019.  The decrease reflected lower interest rates leading to higher reinvestment yields for short-duration fixed income securities, increased dividendsearned on cash and a 6.3%cash equivalent balances in the current period, partially offset by an increase in average funds invested resulting from positive cash flow.  After-tax investment income increased by 18.6% to $8.9 million duringflow, as well as the first nine months of 2017 compared to $7.5 million during the 2016 period, reflecting the aforementioned higher interest rates and reinvestment yield environment.

Net realized investment gains for the first nine months of 2017 totaled $15.5 million and resulted primarilycontinued reallocation from $8.5 million in gains from the Company'sequity investments in limited partnerships and $7.0cash and cash equivalent investments into short-duration, high-quality bonds. 

Net realized and unrealized losses on investments of $17.0 million during the nine months ended September 30, 2020 were primarily driven by $8.9 million in gains from trading activities.  For the same period of 2016, overall net realized investment gains were $17.0 million, consisting primarilylosses on sales of $13.8securities, excluding impairment losses, $5.8 million in gains from trading activitiesunrealized losses on equity securities, which were largely attributable to disruptions in the global financial markets related to COVID-19, a $1.2 million decrease in the value of our limited partnership investments and $3.2$1.0 million in impairments.  Comparative nine months ended September 30, 2019 net realized and unrealized gains fromon investments of $9.0 million were primarily driven by $6.6 million in unrealized gains on equity securities during the Company'speriod, net realized gains on sales of securities, excluding impairment losses, of $1.9 million and a $1.0 million increase in the value of our limited partnership investments, in limited partnerships.partially offset by impairments on our fixed income securities of $0.4 million recognized during the period.  Realized investment gains and losses result from decisions regarding overall portfolio realignment as well as the sale of individual securities, including the change in the aggregate value of limited partnerships and, as such, should not be expected to be consistent from period to period.

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Losses and loss expenses incurred during the first nine months of 2017 increased $42.9 million (31.1%) compared to the first nine months of 2016, resulting in a loss ratio of 78.3%, compared to a loss ratio of 66.8% during the first nine months of 2016.  The year-over-year increase in losses and loss expenses and in the loss ratio was related to significant unfavorable loss experience from prior years.  A reserve deficiency of $16.5 million developed during the first nine months of 2017 largely due to infrequent, but severe, transportation losses that occurred primarily during the first six months of 2017.


Other operating expenses for the first nine months of 2017ended September 30, 2020 increased $17.9$0.9 million, or 27.8%0.8%, fromto $105.3 million compared to $104.4 million for the first nine monthssame period of 2016.  The2019.  This increase in other operating expenses was primarily due to increased commission expenses as a resultthe $2.1 million of increased premiums written.  The ratio of consolidated other operating expenses less commissions and other income to net premiums earned was 33.9%corporate charges incurred during the 2017 periodsecond and third quarters of 2020 to third party advisors of the Special Committee in connection with the Special Committee's review of the Contingent Sale Agreement as well as other strategic alternatives, as discussed above, and the $1.5 million increase to the CECL allowance related to our ongoing litigation with PSG recorded in the third quarter of 2020, as discussed above, partially offset by lower salary and benefit expense.  The expense ratio was 30.8% during the nine months ended September 30, 2020, or 29.7% excluding the corporate charges and CECL allowance adjustment discussed above, compared to 29.1% for the 2016same period of 2019.  The increase in the expense ratio was primarily related to the decrease in net premiums earned during the period.


Federal income tax benefit was $0.1 million for the nine months ended September 30, 2020 compared to federal income tax expense of $0.9 million for the same period of 2019.  The effective federal tax rate on consolidated income (loss)loss for the first nine months of 2017ended September 30, 2020 was 581.0%1.3% compared to 33.1%19.6% on consolidated income in the same period of 2019.  The pre-tax loss for the 2016 period.nine months ended September 30, 2020 makes these interim period effective tax rates less comparable year-over-year.  The significant difference betweenin the effective federal income tax rate andfrom the normal statutory rate was primarily related to the resultrecording of a valuation allowance in the current period on our deferred tax assets, in addition to the effects of tax-exempt investment income and the dividends received deduction.  In assessing the valuation of deferred tax assets, we considered whether it is more likely than not that some portion or all of the Company's operatingdeferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income or availability to carryback the losses to taxable income during the period in which those temporary differences become deductible.  We considered several factors when analyzing the need for a valuation allowance, including our current three year cumulative loss through September 30, 2020, the firstincrease in deferred tax assets due to the adoption of CECL at January 1, 2020 discussed above, the change in unrealized gains and losses and the loss of a high taxable income year from the carryback period.  The three year cumulative loss limits our ability to use projected income beyond 2020 in the analysis.  Based on this analysis, we concluded that a valuation allowance was necessary for our deferred tax assets not supported by either carryback availability or future reversals of existing taxable temporary differences.  Our valuation allowance was $1.5 million as of September 30, 2020, all of which was recorded in the condensed consolidated statement of operations for the nine months of 2017.ended September 30, 2020.  The effective tax rate can fluctuate throughout the year because estimates used in the quarterly tax provision are updated as more information becomes available throughout the year.


As a result of the factors mentioned above, and primarily the reserve strengthening that occurred during the second quarter of 2017, net income decreased $22.2$11.1 million to a loss of $7.5 million during the first nine months of 2017 asended September 30, 2020 compared to net income of $3.6 million during the 2016 period.same period of 2019.

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Sensitivity Analysis

Management is aware of the potential for variation from the reserves established at any particular point in time. Savings or deficiencies could develop in future valuations of the currently established loss and loss expense reserve estimates under a variety of reasonably possible scenarios. The majority of our reserves for losses and loss expenses, on a net of reinsurance basis, relate to our commercial automobile products. Perhaps the most significant example of sensitivity to variation in the key assumptions is the loss ratio selection for our commercial automobile products for policies subject to certain major reinsurance treaties.

Commercial automobile products covered by our reinsurance treaties from July 2013 through June 2019 are subject to an unlimited aggregate stop-loss provision.  Currently each of these treaty years is reserved at or above the attachment level of these treaties.  For every $100 of additional loss, we are only responsible for our $25 retention. 

Commercial automobile products covered by our reinsurance treaty from July 2019 through September 2020 are also subject to an unlimited aggregate stop-loss provision.  Once the aggregate stop-loss level is reached, for every $100 of additional loss, we are responsible for our $65 retention.  This increase in our retention compared to recent years reflects the combination of (1) a decreased need for stop-loss reinsurance protection resulting from a significant decrease in our commercial automobile subject limits profile, (2) a higher cost for this cover and (3) our confidence in profitability improvements given the limit reductions and rate increases on our commercial automobile products.

Forward-Looking Information


Any forward-looking statementsThe disclosures in this report, including without limitation, statements relating toForm 10-Q contain "forward-looking statements" (within the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisionsmeaning of the Private Securities Litigation Reform Act of 1995.  1995). All statements, trend analyses and other information contained in this Form 10-Q relative to markets for our products and trends in our operations or financial results, as well as other statements including words such as "may," "target," "anticipate," "believe," "plan," "estimate," "expect," "intend," "project," and other similar expressions, constitute forward-looking statements.

Investors are cautioned that such forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.  These risksstatements, many of which are difficult to predict and uncertainties include without limitation the following:  (i) the Company's plans, strategies, objectives, expectations and intentionsgenerally beyond our control.  Investors are subjectcautioned not to change at any time at the discretionplace undue reliance on these forward-looking statements that speak only as of the Company;  (ii)date hereof.  Investors are also urged to carefully review and consider the Company's business is highly competitive and the entrance of new competitors into or the expansionvarious disclosures made by us, which attempt to advise interested parties of the operations by existing competitors in the Company's markets and other changes in the market for insurance products could adverselyfactors that affect the Company's plans and results of operations;  (iii) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commissionour business, including but not limited to, those risks"Risk Factors" set forth in Part I, Item 1A Risk of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, in Part II, Item 1A of this Quarterly Report on Form 10-Q and in our other reports filed with the U.S. Securities and Exchange Commission from time to time.  Except to the extent otherwise required by federal securities laws, we do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof.
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Factors that could contribute to these differences include, among other things:

general economic conditions, including continued volatility of the financial markets, prevailing interest rate levels and stock and credit market performance, which may affect or continue to affect (among other things) our ability to sell our products and to collect amounts due to us, our ability to access capital resources and the costs associated with such access to capital and the market value of our investments;

the effects of the COVID-19 pandemic and associated government actions on our operating and financial performance;

our ability to obtain adequate premium rates and manage our growth strategy;

increasing competition in the sale of our insurance products and services resulting from the entrance of new competitors into, or the expansion of the operations of existing competitors in, our markets and our ability to retain existing customers;

other changes in the markets for our insurance products;

the impact of technological advances, including those specific to the transportation industry;

changes in the legal or regulatory environment, which may affect the manner in which claims are adjusted or litigated, including loss and loss adjustment expense;

legal or regulatory changes or actions, including those relating to the regulation of the sale, underwriting and pricing of insurance products and services and capital requirements;

the impact of a downgrade in our financial strength rating;

technology or network security disruptions or breaches;

adequacy of insurance reserves;

availability of reinsurance and ability of reinsurers to pay their obligations;

our ability to attract and retain qualified employees;

tax law and accounting changes; and

legal actions brought against us.

Some of the significant risks and uncertainties that could cause actual results to differ materially from our expectations and projections are described more fully in Part II, Item 1A, "Risk Factors," of this Quarterly Report on Form 10-Q and of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, and in Part I, Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.  You should read that information in conjunction with this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our unaudited condensed consolidated financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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Critical Accounting Policies

A summary of our significant accounting policies that we consider to be the most dependent on the application of estimates and assumptions can be found in the Company'sManagement’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2016;2019. Changes in 2020 to our significant accounting policies, which are dependent upon estimates and (iv) other risks and factors which may be beyondassumptions, include the control or foresightadoption of new accounting guidance for the recognition of credit losses.  For discussion of the Company.  Readersnew guidance and the related changes to our accounting policy, see "Accounting Policies" within Note 1 - Summary of Significant Accounting Policies in Part I, Item 1 of this report are cautioned not to place undue reliance on these forward-looking statements. While the Company believes the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. The Company expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

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Critical Accounting Policies

There have been no changes in the Company's critical accounting policies as disclosed in the Company's AnnualQuarterly Report on Form 10-K filed for the year ended December 31, 2016.10-Q.



Concentrations of Credit Risk


The Company's insurance subsidiariesOur Insurance Subsidiaries cede portions of their gross premiums to numerous reinsurers under quota share and excess of loss treaties, as well as facultative placements.  These reinsurers assume commensurate portions of the risk of loss covered by the contracts.  As losses are reported and reserved, portions of the gross losses attributable to reinsurers are established as receivable assets and losses incurred are reduced.  At September 30, 2017,2020, amounts due from reinsurers on paid and unpaid losses were estimated to total approximately $303$414 million.  Because of the large policy limits reinsured by the Company,us, the ultimate amount of incurred but not reported losses and loss adjustment expenses attributable to reinsurers could vary significantly from the estimate provided;this estimate; provided, however, absent the inability to collect from reinsurers, such variance would not result in changes in net claim losses incurred by the Company.us.



Off-Balance Sheet Arrangements


The Company hasWe have no off-balance sheet arrangements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



ThereOther than as set forth below, there have been no material changes in the Company's exposure to market risk since the disclosure in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.2019.


Interest Rate Risk
We are exposed to interest rate risk on our fixed income investments. Given the anticipated duration of our liabilities (principally insurance loss and loss expense reserves) relative to investment maturities, a 100 to 200 basis point increase in interest rates would not have a material impact on our ability to conduct daily operations or to meet our obligations and could result in higher investment income in a relatively short period of time, as short-term investments and maturing bonds could be reinvested in higher yielding securities.

The table below summarizes our interest rate risk by illustrating the sensitivity of the fair value of our fixed income investments as of September 30, 2020 to selected hypothetical changes in interest rates (dollars in thousands).

  Fair Value  
Estimated Change
in Fair Value
 
200 basis point increase $803,764  $(48,173)
100 basis point increase  827,851   (24,086)
Current fair value  851,937    
100 basis point decrease  876,023   24,086 
200 basis point decrease  900,110   48,173 

Our selection of the range of values chosen to represent changes in interest rates should not be construed as our prediction of future market events, but rather as an illustration of the impact of such events should they occur.  Several other factors, including but not limited to the financial strength of the issuer, prepayment options, relative values of alternative investments, liquidity of the investment, currency fluctuations for non-U.S. debt holdings and other general market conditions, can impact the fair values of fixed income investments and, therefore, significant variations in market interest rates could produce quite different results from the hypothetical estimates presented above.


ITEM 4. CONTROLS AND PROCEDURES



The Company carried out an evaluation as of September 30, 2017,2020 under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Rule 13a-15(e) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the "Exchange Act". Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that the Company files or submits under the Exchange Act isis: (a) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms; and (b) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. The Company noted no change in its internal control over financial reporting that occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, theits internal control over financial reporting.

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PART II – OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS

The information required with respect to this item can be found in Note 10 - Litigation, Commitments and Contingencies of Notes to Unaudited Condensed Consolidated Financial Statements contained in Part I,TEM Item 1 of this Quarterly Report on Form 10-Q and is incorporated by reference into this Part II, Item 1.


ITEM 1A. RISK FACTORS



In addition to the information set forth in this Quarterly Report on Form 10-Q and before deciding to invest in, or retain, shares of the Company's common stock, you should carefully review and consider the information contained in the Company's other reports and periodic filings that it makes with the Securities and Exchange Commission, including, without limitation, the information contained under the caption Part I, Item 1A, "Risk Factors" in its Annual Report on Form 10-K for the year ended December 31, 2016.2019. Those risk factors could materially affect the Company's business, financial condition and results of operations. There have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
2019 and in its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, other than as described below.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


Issuer Purchases of Equity Securities

           Approximate dollar 
        Total number of  value of shares still 
  Total number     shares purchased  available to be purchased 
  of shares purchased  Average price paid per share  
as part of program (1)
  
under the program (000s) (1)
 
July 1 - July 31  -   -   -  $- 
August 1 - August 31  -   -   -   17,500 
September 1 - September 30  84,960  $22.12   84,960   15,620 
Total  84,960       84,960  $15,620 

(1) On August 31, 2017,The following risk factor included in the Company's BoardQuarterly Report on Form 10-Q for the quarter ended June 30, 2020 has been updated as follows:

The impact of Directors authorizedCOVID-19 and related risks could materially affect our results of operations, financial position and/or liquidity.

Beginning in March 2020, the reinstatementglobal pandemic related to the novel coronavirus COVID-19 and related economic conditions began to impact the global economy and our results of its share repurchase program for up to 2,464,209 sharesoperations.  A discussion of the Company's Class A or Class B common stock.  Pursuant to this share repurchase program, on September 21, 2017 the Company entered into a Rule 10b5-1 plan expiring on March 5, 2018, authorizing the repurchase of up to $17.5 millionimpact of the Company's outstanding common shares, at various pricing thresholds (the "Plan").COVID-19 pandemic on our business to date can be found in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report on Form 10-Q.  Because repurchases underof the Plan will be subject to price, market volumesize and timing constraints, there is no assurance as tobreadth of this pandemic, all of the exact numberdirect and indirect consequences of shares that will be repurchased, if any.  The CompanyCOVID-19 are not yet known and may terminatenot emerge for some time. Risks presented by the Plan at any time.ongoing effects of COVID-19 include the following:


Net premiums earned. We expect the impact of COVID-19 on general economic activity will continue to negatively impact our premium volumes.  We did not experience a material effect on our net premiums earned in the first quarter of 2020, but saw a more significant impact in the second and third quarters of 2020 primarily due to the reduction in miles driven, which is the basis of premiums we receive, by our commercial automobile insureds, as well as an overall reduction in public transportation units insured.  This impact could further persist for the remainder of 2020 and beyond, but the degree of the impact will depend on the extent and duration of the economic contraction. 
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Losses and loss expenses incurred.  We have seen a favorable impact on our losses and loss expenses incurred in commercial automobile during the first nine months of 2020 as a result of declines in accident frequency due to lower traffic density, but in the future we may incur higher claim and claim adjustment expenses in certain lines of business as a result of COVID-19 due to increases in frequency and/or severity of claims.  For example, we may experience elevated frequency and severity in our workers’ compensation lines related to compensable claims by workers who demonstrate that the injury or illness arose both out of and in the course of their employment.  We may also experience elevated frequency and severity in our liability coverages as a result of plaintiffs’ lawyers seeking to generate COVID-19-related claim activity against our insureds.  Additionally, the anticipated and unknown risks related to COVID-19 may cause additional uncertainty in the process of estimating claims and claim adjustment expense reserves. For example, the behavior of claimants and policyholders may change in unexpected ways, the disruption to the court system may impact the timing and amounts of claims settlements and the actions taken by governmental bodies, both legislative and regulatory, in reaction to COVID-19 and their related impacts are hard to predict. As a result, our estimated level of claims and claim adjustment expense reserves may change. We are also subject to credit risk in our insurance operations, which may be exacerbated in times of economic distress.
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Investments. The volatility in the global financial markets related to COVID-19 has contributed to net realized and unrealized investment losses, primarily due to the impact of changes in fair value on our equity investments.  Our corporate fixed income portfolio may be adversely impacted by ratings downgrades, increased bankruptcies and credit spread widening in distressed industries, such as energy, gaming, lodging and leisure, autos, airlines and retail.  Our money market investments have been impacted by lower interest rates and may continue to be impacted by these lower rates.  Our investment portfolio also includes commercial mortgage-backed securities, which could be adversely impacted by declines in real estate valuations and/or financial market disruption. Further volatility in the global financial markets due to the continuing impact of COVID-19 could result in future net realized and unrealized investment losses, including potential impairments in our fixed income portfolio. In addition, declines in fixed income yields would result in decreases in net investment income from future investment activity, including re-investments.

Liquidity. Collection of premiums, deductibles or self-insured retentions from our policyholders and reinsurance recoverables from our reinsurers may become increasingly difficult.  At the state level, insurance departments throughout the country have issued bulletins and regulations urging or requiring insurers to extend grace periods for the payment of policy premiums and to refrain from canceling or non-renewing policies for the non-payment of policy premiums for policyholders adversely affected by COVID-19. It is uncertain what impact these government mandates may have on our ability to recover unpaid premiums on the affected policies or what our obligations may be for the payment of claims made under policies for which we have not received premium payments.

Adverse Legislative and/or Regulatory Action. Federal, state and local government actions to address and contain the impact of COVID-19 may adversely affect us. A number of states have instituted, and other states are considering instituting, changes designed to effectively expand workers' compensation coverage by creating presumptions of compensability of claims for certain types of workers. Regulatory restrictions or requirements could also impact pricing, risk selection and our rights and obligations with respect to our policies and insureds, including our ability to cancel policies or our right to collect premiums.

Operational Disruptions and Heightened Cybersecurity Risks. Our operations could be disrupted if key members of our senior management or a significant percentage of our workforce or the workforce of our agents, brokers, suppliers or outsourcing providers are unable to continue to work because of illness, government directives or otherwise.  In addition, the interruption of our or their system capabilities could result in a deterioration of our ability to write and process new and renewal business, provide customer service, pay claims in a timely manner or perform other necessary business functions.    Having shifted to primarily remote working arrangements, we also face a heightened risk of cybersecurity attacks or data security incidents and are more dependent on internet and telecommunications access and capabilities.  We have not experienced any operational interruptions or cybersecurity disruptions during this time.
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ITEM 6 (a)6. EXHIBITS


INDEX TO EXHIBITS


Table of Regulation S-K Item 601Exhibit No.

(31.1)Certification of CEO                 EXHIBIT 31.1
pursuant to Section 302 of the        Certification of CEO
Sarbanes-Oxley Act of 2002


(31.2)Certification of CFO                 EXHIBIT 31.2
pursuant to Section 302 of the        Certification of CFO
Sarbanes-Oxley Act of 2002


(32)Certification of CEO and CFO   EXHIBIT 32
pursuant to 18 U.S.C. 1350, as        Certification of CEO
adopted pursuant to Section 906   and CFO
of the Sarbanes-Oxley Act of 2002


(101)Exhibit No.Description
Amended and Restated Articles of Incorporation of Protective Insurance Corporation, incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed August 8, 2018.
Code of By-Laws of Protective Insurance Corporation, as amended through May 14, 2020, incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 14, 2020.
Form of Long-Term Incentive Plan Award Agreement, effective July 6, 2020, by and between Protective Insurance Corporation and certain Executives, dated as of July 6, 2020, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed August 5, 2020.
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
The following materials from Baldwin & Lyons, Inc.'sProtective Insurance Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017,2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (1) the Condensed Consolidated Balance Sheets, (2) the Condensed Consolidated Statements of Operations, (3) the Condensed Consolidated Statements of Comprehensive Income (Loss), (4) the Condensed Consolidated Statements of Shareholders' Equity, (5) the Condensed Consolidated Statements of Cash Flows, and (5)(6) the Notes to Unaudited Condensed Consolidated Financial Statements.
104
Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)

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SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


PROTECTIVE INSURANCE CORPORATION



Date November 4, 2020
 BALDWIN & LYONS, INC.
By:/s/ Jeremy D. Edgecliffe-Johnson
Jeremy D. Edgecliffe-Johnson
Chief Executive Officer






Date November 4, 2020


By:/s/ John R. Barnett
John R. Barnett
Chief Financial Officer

Date    November 8, 2017By /s/ W. Randall Birchfield
                                                 W. Randall Birchfield,
                                        Chief Executive Officer & President






Date    November 8, 2017By /s/ William C. Vens
                                                                                                                                                        William C. Vens,
                                                                                                                                                        Chief Financial Officer




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