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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑K

 

 

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

For the fiscal year ended December 31, 2017

Or

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

For the transition period from to

Commission file number 000‑50070

SAFETY INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware
(State or other jurisdiction of
incorporation or organization)

13‑4181699
(I.R.S. Employer Identification No.)

20 Custom House Street, Boston, Massachusetts 02110

(Address of principal executive offices including zip code)

 

(617) 951‑0600

(Registrant’s telephone number, including area code)

 

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

 

 

Title of each class

Name of each exchange on which registered

Common Shares, $0.01 par value per share

NASDAQ Global Select Market

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act. (Check one):

 

 

 

Large accelerated filer ☒    

 

Accelerated filer                  ☐ 

Non-accelerated filer    ☐   

(Do not check if smaller reporting company)

 

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 ☒

The aggregate market value of the registrant’s voting and non‑voting common equity (based on the closing sales price on NASDAQ) held by non‑affiliates of the registrant as of June 30, 2017, was approximately $981,491,695.

As of February 16, 2018 there were 15,219,974 Common Shares with a par value of $0.01 per share outstanding.

Documents Incorporated by Reference

Portions of the registrant’s definitive proxy statement for its Annual Meeting of Shareholders to be held on May 23, 2018, which Safety Insurance Group, Inc. (the “Company”, “we”, “our”, “us”) intends to file within 120 days after its December 31, 2017 year‑end, are incorporated by reference into Part II and Part III hereof .

 

 


 

Table of Contents

SAFETY INSURANCE GROUP, INC.

Table of Contents

 

 

 

PART I.  

 

Page

Item 1.  

Business

1

Item 1A.  

Risk Factors

23

Item 1B.  

Unresolved Staff Comments

29

Item 2.  

Properties

29

Item 3.  

Legal Proceedings

30

Item 4.  

Mine Safety Disclosures

30

 

 

 

PART II.  

 

 

Item 5.  

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

31

Item 6.  

Selected Financial Data

33

Item 7.  

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

35

Item 7A.  

Quantitative and Qualitative Disclosures About Market Risk

60

Item 8.  

Financial Statements and Supplementary Data

61

Item 9.  

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure  

99

Item 9A.  

Controls and Procedures

99

Item 9B.  

Other Information

100

 

 

 

PART III.  

 

 

Item 10.  

Directors, Executive Officers and Corporate Governance

101

Item 11.  

Executive Compensation

101

Item 12.  

Security Ownership of Certain Beneficial Owners and Management and Related  

 

 

Stockholder Matters

101

Item 13.  

Certain Relationships and Related Transactions, and Director Independence

101

Item 14.  

Principal Accounting Fees and Services

101

 

 

 

PART IV.  

 

 

Item 15.  

Exhibits, Financial Statement Schedules

101

Item 16  

Form 10-K Summary

113

 

 

 

SIGNATURES  

 

114

 

 

 

 


 

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In this Form 10-K, all dollar amounts are presented in thousands, except average premium, average claim and per claim data, share, and per share data.


PART I.

ITEM 1.    BUSINESS

General

We are a leading provider of private passenger and commercial automobile insurance in Massachusetts. In addition to private passenger and commercial automobile insurance, we offer a portfolio of property and casualty insurance products, including homeowners, dwelling fire, umbrella and business owner policies. Operating exclusively in Massachusetts, New Hampshire and Maine through our insurance company subsidiaries, Safety Insurance Company ("Safety Insurance"), Safety Indemnity Insurance Company ("Safety Indemnity") and Safety Property and Casualty Insurance Company ("Safety P&C") (together referred to as the "Insurance Subsidiaries"), we have established strong relationships with independent insurance agents, who numbered 892 in 1,107 locations throughout these three states during 2017.  We have used these relationships and, in particular, our extensive knowledge of the Massachusetts market to become the second largest commercial automobile carrier, capturing an approximate 15.6% share of the Massachusetts commercial automobile insurance market, and the fourth largest private passenger automobile carrier, with a 9.3% share of the Massachusetts private passenger automobile insurance market in 2017 according to statistics compiled by Commonwealth Automobile Reinsurers ("CAR").  We also are the third largest homeowners insurance carrier in Massachusetts with a 7.3% share of that market.  We were ranked the 48 th  largest automobile writer in the country according to A.M. Best, based on 2016 direct written premiums.  We were incorporated under the laws of Delaware in 2001, but through our predecessors, we have underwritten insurance in Massachusetts since 1979.

Our Insurance Subsidiaries began writing insurance in New Hampshire during 2008 and Maine in 2016.  The table below shows the amount of direct written premiums written in each state during the years ended December 31, 2017, 2016, and 2015.

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

Direct Written Premiums

2017

 

2016

 

2015

Massachusetts

$

799,427

 

$

785,376

 

$

762,999

New Hampshire

 

27,637

 

 

26,128

 

 

22,731

Maine

 

252

 

 

55

 

 

 -

Total

$

827,316

 

$

811,559

 

$

785,730

Website Access to Information

The Internet address for our website is www.SafetyInsurance.com .  All of our press releases and United States Securities and Exchange Commission ("SEC") reports are available for viewing or download at our website.  These documents are made available as soon as reasonably practicable after each press release is made and SEC report is filed with, or furnished to, the SEC. Copies of any current public information about our company is available without charge upon written, telephone, faxed or e-mailed request to the Office of Investor Relations, Safety Insurance Group, Inc., 20 Custom House Street, Boston, MA 02110, Tel: 877-951-2522, Fax: 617-603-4837, or e-mail: InvestorRelations@SafetyInsurance.com . The materials on our website are not part of this report on Form 10-K nor are they incorporated by reference into this report and the URL above is intended to be an inactive textual reference only.

Our Competitive Strengths

We Have Strong Relationships with Independent Agents.  In 2017, Independent agents accounted for approximately 61.6% of the Massachusetts automobile insurance market measured by direct written premiums as

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compared to approximately 31.3% nationwide, based on data made available by Independent Insurance Agents and Brokers of America, Inc. and Commonwealth Automobile Reinsurers. For that reason, our strategy is centered around, and we sell exclusively through, a network of independent agents, who numbered 892 in 1,107 locations throughout Massachusetts, New Hampshire and Maine during 2017.  In order to support our independent agents and enhance our relationships with them, we:

·

provide our agents with a portfolio of property and casualty insurance products at competitive prices to help them effectively address the insurance needs of their clients;

·

provide our agents with a variety of technological resources which enable us to deliver superior service and support to them; and

·

offer our agents competitive commission schedules and profit sharing programs.

Through these measures, we strive to become the preferred provider of the independent agents in our agency network and capture a growing share of the total insurance business written by these agents in Massachusetts, New Hampshire and Maine.  We must compete with other insurance carriers for the business of independent agents.

We Have a History of Profitable Operations.   In 36 out of 37 years since our inception in 1979, we have been profitable.  The lone year in which we did not have profits was 2015 when we were impacted by claims related to the highest recorded snowfall totals in Massachusetts history.  We have achieved our profitability, among other things, by:

·

maintaining a consistent level of private passenger automobile premiums, which totaled $468,883 in 2017 compared to $465,723 in 2013.

·

growing our commercial automobile premiums, which totaled $129,524 in 2017 compared to $86,016 in 2013;

·

growing our homeowner premiums which totaled $187,624 in 2017 compared to $144,925 in 2013;

·

maintaining a combined ratio that is typically below industry averages (refer to Insurance Ratios under Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion on insurance ratios);

·

taking advantage of the institutional knowledge our management has amassed during its long tenure in the industry;

·

introducing new lines and forms of insurance products;

·

investing in technology to simplify internal processes and enhance our relationships with our agents; and

·

maintaining a high-quality investment portfolio.

We Have Developed Advanced Technology for Our Business.   We have dedicated significant human and financial resources to the development of advanced information systems.  Our technology efforts have benefited us in two distinct ways.  First, we continue to develop technology that empowers our independent agent customers by making it easier for them to transact business with their clients and with the Insurance Subsidiaries. In our largest business line, private passenger automobile insurance, our agents now submit approximately 99.0% of all applications for new policies or endorsements for existing policies to us electronically through our proprietary information portal, the Agents Virtual Community ("AVC").  Our agents also can submit commercial automobile and homeowners insurance policies electronically over the AVC.  Second, our investment in technology has allowed us to re-engineer internal back office processes to provide more efficient service at a lower cost.

We Have an Experienced, Committed and Knowledgeable Management Team.  Our senior management   team has an average of over 29 years of experience with Safety and a demonstrated ability to operate successfully within the property and casualty market. Our senior management team along with our Board of Directors, collectively owns approximately 2.3% of the common stock of Safety Insurance Group, Inc. on a fully diluted basis. 

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Our Strategy

To achieve our goal of increasing shareholder value, our strategy is to maintain and develop strong independent agent relationships by providing our agents with a full package of insurance products and information technology services.  We believe this strategy will allow us to:

·

further penetrate the Massachusetts, New Hampshire and Maine markets in all lines of business;

 

·

implement rates, forms and billing options that allow us to cross-sell private passenger automobile, homeowners, dwelling fire, and personal umbrella policies in the personal lines market and commercial automobile, business owner policies, commercial property package and commercial umbrella policies in the commercial lines market in order to capture a larger share of the total Massachusetts, New Hampshire and Maine property and casualty insurance business written by each of our independent agents; and

 

·

continue to expand our technology to enable independent agents to more easily serve their customers and conduct business with us, thereby strengthening their relationships with us.

Property and Casualty Insurance Market

Introduction.  We are licensed by the respective state insurance departments to transact property and casualty insurance in Massachusetts, New Hampshire, and Maine.  All of our business is regulated by these departments, with the most extensive oversight from our domestic regulator, the Massachusetts Division of Insurance.

Products

Historically, we have focused on underwriting private passenger automobile insurance, which is written through our subsidiary, Safety Insurance.  In 1989, we formed Safety Indemnity to offer commercial automobile insurance at preferred rates.  Since 1997, we have expanded the breadth of our product line in order for agents to address a greater portion of their clients' insurance needs by selling multiple products. Homeowners, business owners’ policies, personal umbrella, dwelling fire and commercial umbrella insurance are written by Safety Insurance at standard rates, and written by Safety Indemnity at preferred rates.  In December 2006, we formed Safety P&C to offer homeowners and commercial automobile insurance at ultra preferred rates.

The table below shows our premiums in each of these product lines for the periods indicated and the portions of our total premiums each product line represented.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

Direct Written Premiums

2017

 

 

2016

 

 

2015

 

Private passenger automobile

$

468,908

 

56.7

%

 

$

467,845

 

57.7

%

 

$

468,187

 

59.6

%

Commercial automobile

 

129,529

 

15.7

 

 

 

120,641

 

14.9

 

 

 

108,013

 

13.8

 

Homeowners

 

187,623

 

22.7

 

 

 

182,128

 

22.4

 

 

 

170,410

 

21.7

 

Business owners

 

22,734

 

2.7

 

 

 

22,933

 

2.8

 

 

 

22,223

 

2.8

 

Personal umbrella

 

7,870

 

0.9

 

 

 

7,693

 

1.0

 

 

 

6,925

 

0.9

 

Dwelling fire

 

9,603

 

1.2

 

 

 

9,256

 

1.1

 

 

 

8,920

 

1.1

 

Commercial umbrella

 

1,049

 

0.1

 

 

 

1,063

 

0.1

 

 

 

1,052

 

0.1

 

Total

$

827,316

 

100.0

%

 

$

811,559

 

100.0

%

 

$

785,730

 

100.0

%

Our product lines are as follows:

Private Passenger Automobile (56.7% of 2017 direct written premiums).   Private passenger automobile insurance is our primary product.  These policies provide coverage for bodily injury and property damage to others, no-fault personal injury coverage for the insured/insured's car occupants, and physical damage coverage for an insured's own vehicle for collision or other perils.  We filed and were approved for a Massachusetts private passenger automobile insurance rate increase of 3.6% effective July 15, 2017.  We filed and were approved for a New Hampshire private

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passenger automobile rate increase of 4.1% which was effective December 1, 2016. We are writing private passenger automobile insurance policies in Maine with our initially filed rates.

Commercial Automobile (15.7% of 2017 direct written premiums).   Commercial automobile policies provide coverage for bodily injury and property damage to others, no-fault personal injury coverage, and physical damage coverage for an insured's own vehicle for collision or other perils resulting from the ownership or use of commercial vehicles in a business.  We offer insurance for commercial vehicles used for business purposes such as private passenger-type vehicles, trucks, tractors and trailers, and insure individual vehicles as well as commercial fleets.  We filed and were approved for a Massachusetts commercial automobile insurance rate increase of 3.8% effective April 1, 2017. We filed and were approved for a New Hampshire commercial automobile insurance rate increase of 6.1% effective March 1, 2017.  We are writing commercial automobile insurance policies in Maine with our initially filed rates.

Homeowners (22.7% of 2017 direct written premiums).   We offer a broad selection of coverage forms for qualified policyholders.  Homeowners policies provide coverage for losses to a dwelling and its contents from numerous perils, and coverage for liability to others arising from ownership or occupancy.  We write policies on homes, condominiums, and apartments.  We filed and were approved for a Massachusetts rate increase of 3.6% which was effective November 1, 2016. We filed and were approved for a New Hampshire homeowners rate increase of 4.4%, which was effective December 1, 2016.  We are writing homeowners insurance policies in Maine with our initially filed rates.    

Business Owners Policies (2.7% of 2017 direct written premiums).   We serve eligible small and medium sized commercial accounts with a program that covers apartments and residential condominiums; mercantile establishments, including limited cooking restaurants; offices, including office condominiums; processing and services businesses; special trade contractors; and wholesaling businesses.  Business owner policies provide liability and property coverage for many perils, including business interruption from a covered loss.  Equipment breakdown coverage is automatically included, and a wide range of additional coverage is available to qualified customers.  We write policies for business owners at standard rates with qualifying risks eligible for preferred lower rates.

Personal Umbrella (0.9% of 2017 direct written premiums).  We offer personal excess liability coverage over and above the limits of individual automobile, watercraft, and homeowner's insurance policies to clients.  We write policies at standard rates with limits of $1,000 to $5,000.

Dwelling Fire (1.2% of 2017 direct written premiums).   We underwrite dwelling fire insurance, which is a limited form of a homeowner's policy for non-owner occupied residences.  We write all forms of dwelling fire coverage at standard rates with qualifying risks eligible for preferred lower rates.

Commercial Umbrella (0.1% of 2017 direct written premiums).   We offer an excess liability product to clients for whom we underwrite both commercial automobile and business owner policies.  The program is directed at commercial automobile risks with private passenger-type automobiles or light and medium trucks.  We write commercial umbrella policies at standard rates with limits ranging from $1,000 to $5,000.

Inland Marine (Included in our Homeowners direct written premiums).   We offer inland marine coverage as an endorsement for all homeowners and business owner policies, and as part of our commercial package policy.  Inland marine provides additional coverage for jewelry, fine arts and other items that a homeowners or business owner policy would limit or not cover.  Scheduled items valued at more than $5 must meet our underwriting guidelines and be appraised.

Watercraft (Included in our Homeowners direct written premiums).  We offer watercraft coverage for small and medium sized pleasure craft with maximum lengths of 32 feet, valued at less than $75 and maximum speed of 39 knots.  We write this coverage as an endorsement to our homeowner's policies.

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In the wake of the September 11, 2001 tragedies, the insurance industry also was impacted by terrorism, and we have filed and received approval for a number of terrorism endorsements, which limit our liability and property exposure according to the Terrorism Risk Insurance Act of 2002, the Terrorism Risk Insurance Extension Act of 2005, the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization of 2015.  See "Reinsurance," discussed below.

Distribution

We distribute our products exclusively through independent agents, unlike some of our competitors who use multiple distribution channels.  We believe this gives us a competitive advantage with the agents.  With the exception of personal automobile business assigned to us by the Massachusetts Automobile Insurance Plan (“MAIP”) or written through CAR’s commercial automobile Servicing Carrier program, we do not accept business from insurance brokers.  Our voluntary agents have authority pursuant to our voluntary agency agreement to bind our Insurance Subsidiaries for any coverage that is within the scope of their authority.  We reserve the ability to cancel any coverage bound, in accordance with applicable law.  In total, our independent agents numbered 892 and had 1,107 offices (some agencies have more than one office) and approximately 8,551 customer service representatives during 2017.

Voluntary Agents.   In 2017, we obtained approximately 91.1% of our direct written premiums for automobile insurance and 100% of our direct written premiums for all of our other lines of business through our voluntary agents.  As of December 31, 2017, we had agreements with 728 voluntary agents.  Our voluntary agents are located in all regions of Massachusetts, New Hampshire and Maine.

We look for agents with profitable portfolios of business.  To become a voluntary agent for our Company, we generally require that an agency: (i) have been in business for at least five years; (ii) have exhibited a three year private passenger average ratio of losses, excluding loss adjustment expenses, to net earned premiums ("pure loss ratio") of 65.0% or less on the portion of the agent's portfolio that we would underwrite; (iii) make a commitment for us to underwrite at least 300 policies from the agency during the first twelve months after entering an agreement with us; and (iv) offer multiple product lines. Every year, we review the performance of our agents during the prior year.  If an agent fails to meet our profitability standards, we try to work with the agent to improve the profitability of the business it places with us.  We generally terminate contracts each year with a few agencies, which, despite our efforts, have been consistently unable to meet our standards.  Although independent agents usually represent several unrelated insurers, our goal is to be one of the top two insurance companies represented in each of our agencies, as measured by premiums.  No individual agency generated more than 5.0% of our direct written premiums in 2017.

Massachusetts law guarantees that CAR provides motor vehicle insurance coverage to all qualified applicants.  Under the MAIP, personal automobile policies are assigned to us for three years, unless the policyholder is offered a voluntary policy by another insurer.  All Massachusetts agents are authorized to submit eligible business to the MAIP for random assignment to a servicing carrier such as Safety Insurance.  We are allocated all private passenger residual market business through the MAIP.

 

CAR runs a reinsurance pool for ceded commercial automobile policies through the Commercial Automobile Program (the “Commercial Automobile Program”).  CAR has appointed Safety and three other servicing carriers to process ceded commercial automobile insurance.  Safety was reappointed for this program beginning January 1, 2017 for an additional five-year term.  Approximately $156,000 of ceded premium is spread equitably among the four servicing carriers.  Subject to the Commissioner's review, CAR sets the premium rates for commercial automobile policies reinsured through CAR and this reinsurance pool can generate an underwriting result that is a profit or deficit based upon CAR's rate level.  This underwriting result is allocated among every Massachusetts commercial automobile insurance company, including us, based on a company's commercial automobile voluntary market share.

CAR also runs a reinsurance pool for Taxi, Limousine and Car Service risks (the "Taxi/Limo Program").  CAR reappointed Safety as one of the two servicing carriers for this program beginning January 1, 2017 for an additional five-year term.  Approximately $11,100 of ceded premium was spread equitably between the two servicing carriers.

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We are assigned independent agents by CAR who can submit commercial business to us in the Commercial Automobile Program and the Taxi/Limo Program, and we classify those agents as Exclusive Representative Producers (“ERPs”). 

The table below shows our direct written exposures in each of our product lines for the periods indicated and the change in exposures for each product line.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 

2017

 

2016

 

2015

 

Line of Business

Exposures

 

Change

 

Exposures

 

Change

 

Exposures

 

Change

 

Private passenger automobile:

 

 

 

 

 

 

 

 

 

 

 

 

 

Voluntary agents

434,236

 

(2.8)

%

446,939

 

(3.5)

%

462,917

 

(1.8)

%

 

MAIP

9,896

 

(10.0)

 

11,000

 

22.1

 

9,007

 

4.6

 

 

Total private passenger automobile

444,132

 

(3.0)

 

457,939

 

(3.0)

 

471,924

 

(1.7)

 

Commercial automobile:

 

 

 

 

 

 

 

 

 

 

 

 

 

Voluntary agents

62,419

 

1.8

 

61,315

 

0.5

 

60,995

 

4.2

 

 

ERP

12,364

 

24.8

 

9,907

 

30.4

 

7,596

 

20.6

 

 

Total commercial automobile

74,783

 

5.0

 

71,222

 

3.8

 

68,591

 

5.8

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

Homeowners

160,313

 

(1.0)

 

161,890

 

(0.5)

 

162,703

 

2.4

 

Business owners

9,497

 

(8.6)

 

10,385

 

2.2

 

10,166

 

4.4

 

Personal umbrella

23,232

 

(3.0)

 

23,952

 

(0.5)

 

24,083

 

2.6

 

Dwelling fire

7,116

 

(2.1)

 

7,270

 

(1.5)

 

7,381

 

4.0

 

Commercial umbrella

677

 

(2.5)

 

694

 

0.6

 

690

 

3.0

 

 

Total other

200,835

 

(1.6)

 

204,191

 

(0.4)

 

205,023

 

2.6

 

 

Total

719,750

 

(1.9)

 

733,352

 

(1.6)

 

745,538

 

0.1

 

Total voluntary agents

697,490

 

(2.1)

 

712,445

 

(2.3)

 

728,935

 

(0.2)

 

 

In 2017, 60.3% of the private passenger automobile exposures we insure had an other than private passenger policy with us, compared to 58.4% and 55.8% in 2016 and 2015, respectively.  In addition, 81.7% of our homeowners’ policyholders had a matching automobile policy with us in 2017 compared to 81.9% in 2016 and 81.8% in 2015.

 

Marketing

 

We view the independent agent as our customer and business partner.  As a result, a component of our marketing efforts focuses on developing interdependent relationships with leading Massachusetts, New Hampshire and Maine agents that write profitable business and positioning ourselves as the preferred insurance carrier of those agents, thereby receiving a larger portion of each agent's aggregate business.  Our principal marketing strategies to agents are:

 

·

to offer a range of products, which we believe enables our agents to meet the insurance needs of their clients;

·

to price our products competitively, including offering discounts when and where appropriate for safer drivers for our personal automobile products, loss-free credits for our homeowner products and also offering account discounts for policyholders that have more than one policy with us;

·

to design, price and market our products to our agents for their customers to place all their insurance with us;

·

to offer agents competitive commissions, with incentives for placing their more profitable business with us; and

·

to provide a level of support and service that enhances the agent's ability to do business with its clients and with us.

We have a comprehensive branding campaign using a variety of radio, television, digital and print advertisements.

Commission Schedule and Profit Sharing Plan.   We have several programs designed to attract profitable new business from agents by paying them competitive commissions. We recognize our top performing agents by making

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them members of either our Chairman's Elite, Chairman's, President's, Executive's or Preferred Agent's Club.  In 2017, members of these Clubs received a commission of up to 18.0% of premiums for each new private passenger auto policy, up to 22.0% of premiums for each new homeowner policy, up to 20.0% for each new commercial auto policy and up to 20% for each new commercial property policy.

Further, we have a competitive agency incentive commission program under which we pay agents up to 7.5% of premiums based on the loss ratio on their business.

Service and Support.  We believe that the level and quality of service and support we provide helps differentiate us from other insurers.  We have made a significant investment in information technology designed to facilitate our agents' business.  Our AVC website helps agents manage their work efficiently.  We provide a substantial amount of information online that agents need to serve their customers, such as information about the status of new policies, bill payments and claims.  Providing this type of content reduces the number of customer calls we receive and empowers the agent's customer service representatives by enabling them to respond to customers' inquiries while the customer is on the telephone.  Finally, we believe that the knowledge and experience of our employees enhances the quality of support we provide.

         

Underwriting

Our underwriting department is responsible for a number of key decisions affecting the profitability of our business, including:

·

pricing of our private passenger automobile, commercial automobile, homeowners, dwelling fire, personal umbrella, business owners, commercial umbrella and commercial package products;

·

developing new products, coverages, forms and discounts, as well as  expansion into new states;

·

determining underwriting guidelines for all our products; and

·

evaluating whether to accept transfers of a portion of an existing or potential new agent's portfolio from another insurer.

Pricing.   Subject to the applicable state insurance department’s review, we set rates for all of our products using our own loss experience, industry loss cost data, residual market deficits, catastrophe modeling and prices charged by our competitors.  We have three pricing segments for most products, utilizing Safety Insurance for standard rate, Safety Indemnity for preferred rates and Safety P&C for ultra preferred rates.

Massachusetts Residual Automobile Insurance Markets.  Commonwealth Automobile Reinsurers (“CAR”) establishes the rates for personal automobile policies assigned to carriers through the Massachusetts Automobile Insurance Plan (“MAIP”).  In accordance with Massachusetts law, insurers may only charge MAIP policyholders the lower of the MAIP rate or the company's competitive voluntary market rate.  CAR also sets rates for commercial automobile policies, including taxi/limousine/car service policies, reinsured through the CAR residual market pool.  All commercial automobile business and taxi/limousine/car service business that is not written in the voluntary market in Massachusetts is apportioned to one of these servicing carriers who handle that business on behalf of CAR.  Every Massachusetts commercial automobile insurer must bear a portion of the losses of the total commercial reinsurance pool that is serviced by the approved servicing carriers.  We are one of four servicing carriers in CAR’s Commercial Automobile Program and one of two servicing carriers in CAR’s Taxi/Limo Program.

Bulk Policy Transfers and New Voluntary Agents.   From time to time, we receive proposals from an existing voluntary agent to transfer a portfolio of the agent's business from another insurer to us.  Our underwriters model the profitability of these portfolios before we accept these transfers.  We generally require any new voluntary agent to commit to transfer a portfolio to us consisting of at least 300 policies.

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Policy Processing.   Our underwriting department assists in processing policy applications, endorsements, renewals and cancellations.  Our proprietary software, Safety Express, provides our agents with new business and endorsement entry, real-time policy issuance for personal lines, immediate printing of declarations pages in agents' offices, policy downloads to most major agency management systems and data imports from Boston Software's WinRater (Massachusetts) and Vertafore's PL Rater (New Hampshire and Maine).

In personal lines, our agents now submit approximately 99% of all applications for new policies or endorsements for existing policies through Safety Express.

Rate Pursuit .  We aggressively monitor all insurance transactions to make sure we receive the correct premium for the risk insured.  We accomplish this by verifying pricing criteria.  For automobile policies, we verify proper classification of drivers, the make, model, and age of insured vehicles, and the availability of discounts.  We also verify that operators are properly listed and classified, assignment of operators to vehicles, and vehicle garaging.  In our homeowners and dwelling fire lines, we use third party software to evaluate property characteristics and we conduct property inspections.  We have a premium audit program in our business owners program, as well as other loss control reviews for additional commercial lines of business.

 

Product Management .  The Product Management department is responsible for the overall review and updating of our products.  The department maintains an annual schedule where each line of business is reviewed and benchmarked with our major competitors.   Product offerings, discounts, rate levels and underwriting guidelines are reviewed and updates are performed as required.  The department also is responsible for updating producer materials such as rate and rule manuals, and underwriting guidelines as well as promotional materials.  In conjunction with the underwriting operations area, the department works with third party vendors that assist with risk information gathering and rate pursuit for in force policies.   The department also provides product training and general marketplace education for the organization.

 

Legal and Regulatory Compliance .  The Legal and Regulatory Compliance department provides legal and compliance support to all business units within the company.  The department serves as the primary liaison with regulators, government, industry trade associations and residual market mechanisms.  The department also provides legal support to all areas of the company, including general corporate matters and vendor contracting.  The department monitors legal and regulatory changes affecting the enterprise and provides guidance on how to comply with those changes.  The department additionally reviews business unit operations to identify and address compliance vulnerabilities.

 

Data Governance .  The Data Governance department uses Safety’s data assets to support decision-making in areas including underwriting, pricing, claims, reserving, reinsurance and assessing catastrophe risks.  Data analytics are used to analyze and estimate exposures, loss trends and other risks, and are leveraged to improve company business performance and customer satisfaction.

 

Technology

 

The focuses of our information technology (IT) efforts are:

 

·

to support the strategic goals, objectives and business needs of the Company by aligning our IT annual goals with those of the business assuring that IT resources are being utilized efficiently;

·

to constantly re-engineer internal processes to allow more efficient operations, resulting in lower operating costs;

·

to make it easier for independent agents and policyholders to transact business with us;

·

to enable agents to efficiently provide their clients with a high level of service; and

·

to maintain and support a secure computing environment.

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We believe that our technology initiatives have increased revenue and decreased costs.  For example, these initiatives have allowed us to reduce the number of call-center transactions which we perform, and to transfer many manual processing functions from our internal operations to our independent agents.  We also believe that these initiatives have contributed to an overall increases in productivity.

Internal Applications (Intranet)

Our employees access our proprietary and vendor supplied applications through our corporate intranet.  Our intranet applications streamline internal processes and improve overall operational efficiencies in areas including:

Claims.   Our claims workload management application allows our claims and subrogation adjusters to better manage the claims process.  Subrogation refers to the process by which we are reimbursed by other insurers for claims costs we incur due to the fault of their insureds.  The use of this application has reduced the time it takes for us to respond to and settle claims, which we believe helps reduce the total amount of our claims expense.

The automated adjuster assignment system categorizes our new claims by severity and assigns them to the appropriate adjuster responsible for investigation.  Once assigned, the integrated workload management tools facilitate the work of promptly assigning appraisers, investigating liability, issuing checks and receiving subrogation receipts.

The RadicalGlass.com application allows our claims department to contain glass costs by increasing the windshield repair to replacement ratio.  For every windshield that is repaired rather than replaced there is an average savings of approximately $321 per windshield claim.

Our first VIP Claims Center was introduced during 2006 to provide increased service levels to our independent insurance agents and their clients.  We currently operate three VIP Claims Centers which use a network of rental car centers and auto body repair shops to provide a higher level of service to the clients of the independent insurance agents while reducing costs, such as rental expense, through reduced cycle times.

Billing.   Proprietary and vendor supplied billing systems, integrated with the systems of our print and lock-box vendors, expedite the processing and collection of premium receipts and finance charges from agents and policyholders.  We believe the sophistication of our direct bill systems help us to limit our bad debt expense.  Our bad debt expense as a percentage of direct written premiums was 0.1% in both 2017 and 2016.

External Applications

Our Agent Technology offerings are centralized within our agency portal and feature PowerDesk and Safety Express.  PowerDesk is a web based application that allows for billing inquiry, agent payments on behalf of their policyholders, policy inquiry and claims inquiry.  Safety Express provides agents with new business and endorsement entry, real time policy issuance for personal lines, immediate printing of declarations pages in agents' offices, policy downloads to most major agency management systems and data imports from Boston Software's WinRater (Massachusetts) and Vertafore's PL Rater (New Hampshire and Maine). In addition, we provide our agents with commission and claims download for all lines of business, Transformation Station and Transact Now Inquires, e-Claims online claims reporting, e-View daily transaction reports and e-Docs online electronic document file cabinet. 

 

We also provide electronic billing (eBill), online bill pay (including credit and debit cards), online declarations pages, billing inquiry, claims inquiry, auto and homeowners claims first notice of loss, online auto insurance cards, and bill pay reminder alerts to our agent's policyholders through our public website, SafetyInsurance.com.  We have also updated our telephone system to provide a voice activated phone directory, automated billing inquiry and payments, and call center screen pop-up technology. 

 

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We additionally provide policyholders mobile technology through our Safety Mobile App for iPhone and Android devices.  Safety Mobile provides consumers with access to their agent information, bill pay capabilities, the ability to report an automobile or homeowners claim and access to their insurance card, among other features.

 

Claims

Because of the unique differences between the management of casualty claims and property claims, we use separate departments for each of these types of claims.

Casualty Claims

We have adopted stringent claims settlement procedures, which include guidelines that establish settlement ranges for soft tissue injuries, which constituted approximately 65% of our bodily injury claims in 2017.  If we are unable to settle these claims within our pricing guidelines, we explore other cost effective options including alternative disputes resolutions and/or litigation. We believe that these procedures result in providing our adjusting staff with a uniform approach to negotiation.

We believe an important component of handling claims efficiently is prompt investigation and settlement.  We find that faster claims settlements often result in less expensive claims settlements.  Our E-Claim reporting system is an online product that reduces the time it takes for agents to notify our adjusters about claims, thereby enabling us to contact third-party claimants and other witnesses quickly. Our insureds are able to report claims directly by phone, web or mobile application.  In addition, we utilize an after- hours reporting vendor to ensure that new claims can be reported 24 hours per day and 365 days per year.

We believe that early notification results in our adjusters conducting prompt investigations of claims and compiling more accurate information about those claims.  Our claims workload management software also assists our adjusters in handling claims quickly.

We believe the structure of our casualty claims unit allows us to respond quickly to claimants.  Comprising 120 people, the department is organized into distinct claim units that contain loss costs on injury claims.  Field adjusters are located geographically for prompt response to claims, with our litigation unit focused on managing loss costs and litigation expenses for serious injury claims.

Additionally, we utilize a special unit to investigate fraud in connection with casualty claims. This unit has five dedicated employees including four field investigators.  In cases where adjusters suspect fraud in connection with a claim, we deploy this special unit to conduct investigations.  We deny payment to claimants in cases in which we have succeeded in accumulating sufficient evidence of fraud.

Property Claims

Our property claims unit handles property claims arising in our private passenger and commercial automobile, homeowners and other insurance lines.  Process automation has streamlined our property claims function.  Many of our property claims are now handled by our agents through AVC using our Power Desk software application.  As agents receive calls from claimants, Power Desk permits the agent to immediately send information related to the claim directly to us and to an independent appraiser selected by the agent to value the claim.  Once we receive this information, an automated system redirects the claim to the appropriate internal adjuster responsible for investigating the claim to determine liability.  Upon determination of liability, the system automatically begins the process of seeking a subrogation recovery from another insurer, if liable.  We believe this process results in a shorter time period from when the claimant first contacts the agent to when the claimant receives a claim payment, while enabling our agents to build credibility with their clients by responding to claims in a timely and efficient manner.  We benefit from decreased labor expenses from the need for fewer employees to handle the reduced property claims call volume.

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Another important factor in keeping our overall property claims costs low is collecting subrogation recoveries.  We track the amounts we pay out in claims costs and identify cases in which we believe we can reclaim some or all of those costs through the use of our automated workload management tools.

 

Reserves

Significant periods of time can elapse between the occurrence of an insured loss, the reporting of the loss to the insurer and the insurer's payment of that loss.  To recognize liabilities for unpaid losses, insurers establish reserves as balance sheet liabilities representing estimates of amounts needed to pay reported and unreported losses and the expenses associated with investigating and paying the losses, or loss adjustment expenses.  Every quarter, we review and establish our reserves.  Regulations promulgated by the Commissioner require us to annually obtain a certification from either a qualified actuary or an approved loss reserve specialist who may be one of our employees that our loss and loss adjustment expenses reserves are reasonable.

When a claim is reported, claims personnel establish a "case reserve" for the estimated amount of the ultimate payment.  The amount of the reserve is primarily based upon an evaluation of the type of claim involved, the circumstances surrounding each claim and the policy provisions relating to the loss.  The estimate reflects informed judgment of such personnel based on general insurance reserving practices and on the experience and knowledge of the claims person.  During the loss adjustment period, these estimates are revised as deemed necessary by our claims department based on subsequent developments and periodic reviews of the cases.

In accordance with industry practice, we also maintain reserves for estimated losses incurred but not yet reported.  Incurred but not yet reported reserves are determined in accordance with commonly accepted actuarial reserving techniques on the basis of our historical information and experience. We make adjustments to incurred but not yet reported reserves quarterly to take into account changes in the volume of business written, claims frequency and severity, our mix of business, claims processing and other items that can be expected to affect our liability for losses and loss adjustment expenses over time.

When reviewing reserves, we analyze historical data and estimate the impact of various loss development factors, such as our historical loss experience and that of the industry, legislative enactments, judicial decisions, legal developments in imposition of damages, and changes and trends in general economic conditions, including the effects of inflation.  There is no precise method, however, for evaluating the impact of any specific factor on the adequacy of reserves, because the eventual development of reserves is affected by many factors.  After taking into account all relevant factors, management believes that our provision for unpaid losses and loss adjustment expenses at December 31, 2017 is adequate to cover the ultimate net cost of losses and claims incurred as of that date.

Management determines its loss and loss adjustment expense ("LAE") reserves estimates based upon the analysis of the Company's actuaries.  Management has established a process for the Company's actuaries to follow in establishing reasonable reserves.  The process consists of meeting with our claims department, establishing ultimate incurred losses by using development models accepted by the actuarial community, and reviewing the analysis with management.  The Company's estimate for loss and LAE reserves, net of the effect of ceded reinsurance, ranges from a low of $440,918 to a high of $510,166 as of December 31, 2017.  The Company's net loss and LAE reserves, based on our actuaries' best estimate, were set at $490,969 as of December 31, 2017.  The ultimate liability may be greater or less than reserves carried at the balance sheet date.  Establishment of appropriate reserves is an inherently uncertain process, and there can be no certainty that currently established reserves will prove adequate in light of subsequent actual experience.  To the extent that reserves are inadequate and are strengthened, the amount of such increase is treated as a charge to earnings in the period that the deficiency is recognized.  To the extent that reserves are redundant and are released, the amount of the release is a credit to earnings in the period the redundancy is recognized.  We do not discount any of our reserves.

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The following table presents development information on changes in the reserves for losses and LAE of our Insurance Subsidiaries for each year in the three year period ended December 31, 2017.

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2017

    

2016

 

 

2015

Reserves for losses and LAE at beginning of year

 

$

560,321

 

$

553,977

 

$

482,012

Less receivable from reinsurers related to unpaid losses and LAE

 

 

(83,724)

 

 

(68,261)

 

 

(61,245)

Net reserves for losses and LAE at beginning of year

 

 

476,597

 

 

485,716

 

 

420,767

Incurred losses and LAE, related to:

 

 

 

 

 

 

 

 

 

Current year

 

 

545,671

 

 

538,881

 

 

642,882

Prior years

 

 

(41,784)

 

 

(45,448)

 

 

(30,313)

Total incurred losses and LAE

 

 

503,887

 

 

493,433

 

 

612,569

Paid losses and LAE related to:

 

 

 

 

 

 

 

 

 

Current year

 

 

325,049

 

 

328,046

 

 

415,256

Prior years

 

 

164,466

 

 

174,506

 

 

132,364

Total paid losses and LAE

 

 

489,515

 

 

502,552

 

 

547,620

Net reserves for losses and LAE at end of period

 

 

490,969

 

 

476,597

 

 

485,716

Plus receivable from reinsurers related to unpaid losses and LAE

 

 

83,085

 

 

83,724

 

 

68,261

Reserves for losses and LAE at end of period

 

$

574,054

 

$

560,321

 

$

553,977

 

 

 

 

 

 

 

 

 

 

 

The following table represents the development of reserves, net of reinsurance, for calendar years 2007 through 2017. The top line of the table shows the reserves at the balance sheet date for each of the indicated years.  This represents the estimated amounts of losses and loss adjustment expenses for claims arising in all years that were unpaid at the balance sheet date, including losses that had been incurred but not yet reported to us.  The upper portion of the table shows the cumulative amounts paid as of the end of each successive year with respect to those claims.  The lower portion of the table shows the re-estimated amount of the previously recorded reserves based on experience as of the end of each succeeding year, including cumulative payments made since the end of the respective year. The estimate changes as more information becomes known about the payments, frequency and severity of claims for individual years.  Favorable loss development, shown as a cumulative redundancy in the table, exists when the original reserve estimate is greater than the re-estimated reserves at December 31, 2017.

Information with respect to the cumulative development of gross reserves (that is, without deduction for reinsurance ceded) also appears at the bottom portion of the table.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the Year Ended December 31,

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

2011

 

2010

 

2009

 

2008

 

2007

Reserves for losses and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LAE originally estimated:  

 

$ 490,969

 

$ 476,597

 

$ 485,716

 

$ 420,767

 

$ 394,668

 

$ 371,657

 

$ 352,098

 

$ 351,244

 

$ 374,832

 

$ 391,070

 

$ 393,430

Cumulative amounts paid as of:  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One year later

 

 

 

164,466

 

174,505

 

132,364
34,098
133,288

 

124,855

 

130,204

 

128,854

 

130,960

 

126,858

 

142,259

Two years later

 

 

 

 

 

250,305

 

189,367

 

178,411

 

175,822

 

181,739

 

176,774

 

183,061

 

189,897

 

195,798

Three years later

 

 

 

 

 

 

 

223,465

 

207,626

 

199,741

 

211,578

 

205,171

 

211,182

 

217,695

 

234,359

Four years later

 

 

 

 

 

 

 

 

 

223,743

 

213,847

 

223,941

 

219,310

 

224,831

 

233,160

 

248,560

Five years later

 

 

 

 

 

 

 

 

 

 

 

221,363

 

231,433

 

224,354

 

232,177

 

239,553

 

254,915

Six years later

 

 

 

 

 

 

 

 

 

 

 

 

 

233,137

 

226,644

 

233,853

 

241,587

 

257,362

Seven years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

227,147

 

235,158

 

241,999

 

257,889

Eight years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

235,292

 

242,705

 

258,173

Nine years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

242,793

 

258,786

Ten years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

258,841

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the Year Ended December 31,

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

2011

 

2010

 

2009

 

2008

 

2007

Reserves re-estimated as of:  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One year later

 

 

 

$ 434,813

 

$ 440,268

 

$ 390,452

 

$ 357,300

 

$ 342,767

 

$ 334,788

 

$ 314,561

 

$ 326,676

 

$ 347,004

 

$ 357,492

Two years later

 

 

 

 

 

406,253

 

348,660

 

328,182

 

308,028

 

309,096

 

293,480

 

294,696

 

307,918

 

325,317

Three years later

 

 

 

 

 

 

 

313,100

 

295,788

 

283,592

 

282,441

 

273,332

 

279,542

 

282,565

 

297,224

Four years later

 

 

 

 

 

 

 

 

 

274,214

 

263,787

 

268,759

 

254,652

 

264,697

 

271,693

 

281,068

Five years later

 

 

 

 

 

 

 

 

 

 

 

250,064

 

255,925

 

245,869

 

252,249

 

261,845

 

274,179

Six years later

 

 

 

 

 

 

 

 

 

 

 

 

 

248,353

 

238,404

 

247,023

 

254,308

 

268,596

Seven years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

235,047

 

242,223

 

250,760

 

263,797

Eight years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

240,150

 

247,037

 

261,319

Nine years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

245,811

 

259,489

Ten years later

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

258,467

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(redundancy) deficiency 2016

 

 

 

(41,784)

 

(79,463)

 

(107,667)

 

(120,454)

 

(121,593)

 

(103,745)

 

(116,197)

 

(134,682)

 

(145,259)

 

(134,963)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the Year Ended December 31,

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

2012

 

2011

 

2010

 

2009

 

2008

 

2007

Gross liability-end of year

 

$ 574,054

 

$ 560,321

 

$ 553,977

 

$ 482,012

 

$ 455,014

 

$ 423,842

 

$ 403,872

 

$ 404,391

 

$ 439,706

 

$ 467,559

 

$ 477,720

Reinsurance recoverables

 

83,085

 

83,724

 

68,261

 

61,245

 

60,346

 

52,185

 

51,774

 

53,147

 

64,874

 

76,489

 

84,290

Net liability-end of year

 

490,969

 

476,597

 

485,716

 

420,767

 

394,668

 

371,657

 

352,098

 

351,244

 

374,832

 

391,070

 

393,430

Gross estimated liability-latest

 

 

 

497,416

 

449,661

 

362,788

 

316,454

 

285,188

 

282,146

 

267,161

 

277,563

 

287,583

 

305,015

Reinsurance recoverables-latest

 

 

 

62,603

 

43,408

 

49,688

 

42,240

 

35,124

 

33,793

 

32,114

 

37,413

 

41,772

 

46,548

Net estimated liability-latest

 

 

 

434,813

 

406,253

 

313,100

 

274,214

 

250,064

 

248,353

 

235,047

 

240,150

 

245,811

 

258,467

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In evaluating the information in the table, it should be noted that each amount entered incorporates the effects of all changes in amounts entered for prior periods.  Thus, if the 2013 estimate for a previously incurred loss was $150 and the loss was reserved at $100 in 2009, the $50 deficiency (later estimate minus original estimate) would be included in the cumulative (redundancy) deficiency in each of the years 2009-2013 shown in the table. It should further be noted that the table does not present accident or policy year development data. In addition, conditions and trends that have affected the development of liability in the past may not necessarily recur in the future. Accordingly, it is not appropriate to extrapolate future redundancies or deficiencies from the table.

As the table shows, our net reserves grew at a faster rate than our gross reserves over the ten-year period.  As we have grown, we have been able to retain a greater percentage of our direct business.  Additionally, in the past we conducted substantial business as a servicing carrier for other insurers, in which we would service the residual market automobile insurance business assigned to other carriers for a fee.  All business generated through this program was ceded to the other carriers.  As we reduced the amount of our servicing carrier business, our proportion of reinsurance ceded diminished.

The table also shows that we have substantially benefited in the current and prior years from releasing redundant reserves.  In the years ended December 31, 2017, 2016, and 2015 we decreased loss reserves related to prior years by $41,784, $45,448 and $30,313, respectively.  Reserves and development are discussed further in Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations, Executive Summary and Overview .

As a result of our focus on core business lines since our founding in 1979, we believe we have no specific exposure to asbestos or environmental pollution liabilities.

 


Reinsurance

Reinsurance involves an insurance company transferring (ceding) a portion of its exposure on insurance underwritten by it to another insurer (reinsurer).  The reinsurer assumes a portion of the exposure in return for a share of the premium.  Reinsurance does not legally discharge an insurance company from its primary liability for the full amount of the policies, but it does make the reinsurer liable to the company for the reinsured portion of any loss realized.

We reinsure with other insurance companies a portion of our potential liability under the policies we have underwritten, thereby protecting us against an unexpectedly large loss or a catastrophic occurrence that could produce large losses, primarily in our homeowners line of business.   We are selective in choosing our reinsurers, seeking only those companies that we consider to be financially stable and adequately capitalized.  In an effort to minimize exposure to the insolvency of a reinsurer, we continually evaluate and review the financial condition of our reinsurers.  Swiss Re, our primary reinsurer, maintains an A.M. Best rating of "A+" (Superior). Most of our other reinsurers have an A.M. Best rating of “A+” (Superior) or “A” (Excellent).

We maintain reinsurance coverage to help lessen the effect of losses from catastrophic events, maintaining coverage that during 2017 protected us in the event of a "130-year storm" (that is, a storm of a severity expected to occur once in a 130-year period).  We use various software products to measure our exposure to catastrophe losses and the probable maximum loss to us for catastrophe losses such as hurricanes.  The models include estimates for our share of the catastrophe losses generated in the residual market for property insurance by the Massachusetts Property Insurance Underwriting Association ("FAIR Plan").  In 2017, we purchased four layers of excess catastrophe reinsurance providing $615,000 of coverage for property losses in excess of $50,000 up to a maximum of $665,000.  Our reinsurers’ co-participation is 65.0% of $100,000 for the 1st layer, 80.0% of $280,000 for the 2nd layer, 80.0% of $135,000 for the 3rd layer, and 80.0% of $100,000 for the 4th layer.

For 2018, we have purchased four layers of excess catastrophe reinsurance providing $615,000 of coverage for property losses in excess of $50,000 up to a maximum of $665,000.  Our reinsurers’ co-participation is 50.0% of $50,000 for the 1st layer, 80.0% of $50,000 for the 2nd layer, 80.0% of $250,000 for the 3rd layer and 80% of $265,000

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for the 4th layer. As a result of the changes to the models, and our revised reinsurance program, our catastrophe reinsurance in 2018 protects us in the event of a “137-year storm” (that is, a storm of a severity expected to occur once in a 137-year period). 

We also have casualty excess of loss reinsurance for large casualty losses occurring in our automobile, homeowners, dwelling fire, business owners, and commercial package lines of business in excess of $2,000 up to a maximum of $10,000.  We have property excess of loss reinsurance coverage for large property losses, with coverage in excess of $2,000 up to a maximum of $20,000, for our homeowners, business owners, and commercial package policies.  In addition, we have liability excess of loss reinsurance for umbrella large losses in excess of $1,000 up to a maximum of $10,000.  We also have various reinsurance agreements with Hartford Steam Boiler Inspection and Insurance Company, of which the primary contract is a quota share agreement under which we cede 100% of the premiums and losses for the equipment breakdown coverage under our business owner policies and commercial package policies.

Our reinsurance program excludes coverage for acts of terrorism, except for fire or collapse losses as a result of terrorism, under homeowners, dwelling fire, private passenger automobile and commercial automobile policies.

The Terrorism Risk Insurance Act of 2002 ("TRIA") was signed into law on November 26, 2002, and expired December 31, 2005.  The Terrorism Risk Insurance Extension Act of 2005 was signed into law on December 22, 2005, and expired December 31, 2007.  The Terrorism Risk Insurance Extension Act of 2007 ("TRIEA") was signed into law on December 26, 2007 which reauthorized TRIA for seven years, expanded the definition of an "Act of Terrorism" while expanding the private sector role and reducing the federal share of compensation for insured losses under the program.  TRIA expired on December 31, 2014, but on January 12, 2015 Congress reauthorized TRIA retroactive to January 1, 2015 with the program now lasting through 2020.  The intent of this legislation is to provide federal assistance to the insurance industry for the needs of commercial insurance policyholders with the potential exposure for losses due to acts of terrorism.  The TRIEA provides reinsurance for certified acts of terrorism.

In addition to the above mentioned reinsurance programs and as described in more detail above under The Massachusetts Property and Casualty Insurance Market, we are a participant in CAR, a state-established body that runs the residual market reinsurance programs for commercial automobile insurance in Massachusetts under which premiums, expenses, losses and loss adjustment expenses on ceded business are shared by all insurers writing automobile insurance in Massachusetts.  We also participate in the FAIR Plan in which premiums, expenses, losses and loss adjustment expenses on homeowners business that cannot be placed in the voluntary market are shared by all insurers writing homeowners insurance in Massachusetts.  The FAIR Plan’s exposure to catastrophe losses increased and as a result, the FAIR Plan decided to buy reinsurance to reduce their exposure to catastrophe losses.  On July 1, 2017, the FAIR Plan purchased $2,000,000 of catastrophe reinsurance for property losses with retention of $100,000. 

 

On December 15, 2015, the Company filed for arbitration with a reinsurer in regards to the reinsurance recoverable resulting from the 2015 winter storm losses that are admissible under our contract.  The total amount of recoverable in dispute, which is based on our total incurred loss, was $20,918 and $22,838 as of December 31, 2017 and 2016, respectively.  The change in the recovery is attributable to changes in the total incurred loss for reserve development.  On January 8, 2018 the Company received a final order from the panel of arbitrators in which the reinsurer would pay the Company $9,200 for settlement of all paid and outstanding losses. The remaining unrecovered amount of $11,718 was expensed in 2017. 

At December 31, 2017 and December 31, 2016, the reinsurance recoverable on paid and unpaid loss and loss adjustment expenses related to the 2015 snow event from all reinsurers was $675 and $31,701, respectively. 

 

At December 31, 2017, we also had $104,992 due from CAR comprising of loss and loss adjustment expense reserves, unearned premiums and reinsurance recoverables.

On March 10, 2005, our Board of Directors (the “Board”) adopted a resolution that prohibits Safety from purchasing finite reinsurance (reinsurance that transfers only a relatively finite or limited amount of risk to the reinsurer) without approval by the Board.  To date, the Company has never purchased a finite reinsurance contract.

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Competition

The property and casualty insurance business is highly competitive and many of our competitors have substantially greater financial and other resources than we do.  We compete with both large national writers and smaller regional companies.  Our competitors include companies which, like us, serve the independent agency market, as well as companies which sell insurance directly to customers. Direct writers may have certain competitive advantages over agency writers, including increased name recognition, loyalty of the customer base to the insurer rather than to an independent agency and potentially, lower cost structures.  A material reduction in the amount of business independent agents sell would adversely affect us.  Further, we and others compete on the basis of the commissions and other cash and non-cash incentives provided to agents. 

Although historically, a number of national insurers that are much larger than we are have chosen not to compete in a material way in the Massachusetts private passenger automobile market, since 2008, several new companies have entered the market.  These companies include some that would be able to sustain significant losses in order to acquire market share, as well as others which use distribution methods that compete with the independent agent channel.  There can be no assurance that we will be able to compete effectively against these companies in the future.

Our principal competitors within the Massachusetts private passenger automobile insurance market are  MAPFRE SA, Government Employees Insurance Company and  Liberty Mutual Company, which held 25.5%, 10.4% and 9.8% market shares based on automobile exposures, respectively, in 2017 according to CAR.

As of November 2017 we became the second largest writer of commercial automobile insurance in Massachusetts with a market share of 15.6%. Other principal competitors in the Massachusetts commercial automobile insurance market are MAPFRE SA, Arbella Mutual Insurance Company and The Travelers Indemnity Insurance Company, which held 15.6%, 10.9% and 7.6% market shares based on automobile exposures, respectively, according to CAR.  This includes our share of residual market business as one of four servicing carriers in CAR’s Commercial Automobile Program and one of two servicing carriers in CAR’s Taxi/Limo Program.

We are the third largest writer of homeowners insurance business in Massachusetts, with a market share of 7.3% in 2017.  Our principal competitors within the Massachusetts homeowners insurance market are MAPFRE SA, Liberty Mutual and Arbella Mutual Insurance Company, which held 13.5%, 11.0% and 6.8% market shares respectively in 2017.

Employees

 

At December 31, 2017, we employed 623 employees.  Our employees are not covered by any collective bargaining agreement.  Management considers our relationship with our employees to be good.


Investments

Investment income is an important source of revenue for us and the return on our investment portfolio has a material effect on our net earnings.  Our investment objective is to focus on maximizing total returns while investing conservatively.  We maintain a high-quality investment portfolio consistent with our established investment policy.  As of December 31, 2017, our portfolio of fixed maturity investments was comprised principally of investment grade corporate fixed maturity securities, U.S. government and agency securities, and asset-backed securities.  The portion of our non-investment grade portfolio of fixed maturity investments is primarily comprised of variable rate secured and senior bank loans and high yield bonds. 

According to our investment guidelines, no more than 2.0% of our portfolio may be invested in the securities of any one issuer (excluding U.S. government-backed securities).  This one issuer must be rated "A" or above by Moody's.  In addition, no more than 0.5% of our portfolio may be invested in securities of any one issuer rated "Baa," or the lowest investment grade assigned by Moody's.  Of the less than 15.0% of our portfolio invested in senior bank loans and high yield bonds at December 31, 2017, no more than 5.0% may be invested in the securities of any one issuer, no more than

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10.0% may be invested in any issuers total outstanding debt issue, and a maximum of 10.0% may be invested in securities unrated or rated "B-" or below by Moody's.  We continually monitor the mix of taxable and tax-exempt securities in an attempt to maximize our total after-tax return.  Since 1986, we have utilized the services of a third-party investment manager.

The following table reflects the composition of our investment portfolio as of December 31, 2017 and 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

2017

 

2016

 

 

Estimated

 

% of

 

 

Estimated

 

% of

 

 

Fair Value

 

Portfolio

 

 

Fair Value

 

Portfolio

U.S. Treasury Securities

$

1,791

 

0.1

%

 

$

302

 

0.0

%

Obligations of states and political subdivisions

 

403,084

 

30.8

 

 

 

390,433

 

30.5

 

Residential mortgage-backed securities (1)

 

222,766

 

17.0

 

 

 

252,631

 

19.7

 

Commercial mortgage-backed securities

 

39,369

 

3.0

 

 

 

35,454

 

2.8

 

Other asset-backed securities

 

72,613

 

5.6

 

 

 

70,410

 

5.5

 

Corporate and other securities

 

432,403

 

33.1

 

 

 

405,039

 

31.6

 

 

Subtotal, fixed maturity securities

 

1,172,026

 

89.6

 

 

 

1,154,269

 

90.1

 

Equity securities (2)

 

111,867

 

8.6

 

 

 

105,095

 

8.2

 

Other invested assets (3)

 

23,162

 

1.8

 

 

 

21,142

 

1.7

 

 

 

$

1,307,055

 

100.0

%

 

$

1,280,506

 

100.0

%

 


( 1) Residential mortgage-backed securities consists primarily of obligations of U.S. Government agencies including collateralized mortgage obligations and mortgage-backed securities guaranteed and/or insured by the following issuers: Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA) and the Federal Home Loan Bank (FHLB).

(2) Equity securities include preferred stock, interests in mutual funds held to fund the Company's executive deferred compensation plan .

(3) Other invested assets are accounted for under the equity method which approximates fair value.

 

The principal risks inherent in holding mortgage-backed securities and other pass-through securities are prepayment and extension risks, which affect the timing of when cash flows will be received.  When interest rates decline, mortgages underlying mortgage-backed securities tend to be prepaid more rapidly than anticipated, causing early repayments.  When interest rates rise, the underlying mortgages tend to be prepaid at a slower rate than anticipated, causing the principal repayments to be extended.  Although early prepayments may result in acceleration of income from recognition of any unamortized discount, the proceeds typically are reinvested at a lower current yield, resulting in a net reduction of future investment income.  In addition, in the current market environment, such investments can also contain liquidity risks.

The Company invests in bank loans which are primarily investments in senior secured floating rate loans that banks have made to corporations.  The loans are generally priced at an interest rate spread over the floating rate feature; this asset class provides protection against rising interest rates.  However, this asset class is subject to default risk since these investments are typically below investment grade.

Equity risk is the risk that we will incur economic losses due to adverse changes in equity prices. Our exposure to changes in equity prices results from our holdings of common stock and mutual funds held to fund the executive deferred compensation plan. We continuously evaluate market conditions and we expect in the future to purchase additional equity securities. We principally manage equity price risk through industry and issuer diversification and asset allocation techniques.

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The following table reflects our investment results for each year in the three-year period ended December 31, 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

2017

 

2016

 

2015

Average cash and invested securities (at cost)

$

1,268,728

 

 

$

1,231,358

 

 

$

1,213,718

 

Net investment income (1)

$

38,758

 

 

$

38,413

 

 

$

40,534

 

Net effective yield (2)

 

3.1

%

 

 

3.1

%

 

 

3.3

%

 


(1) After investment expenses, excluding realized investment gains or losses.

(2) Net investment income for the period divided by average invested securities and cash for the same period.

As of December 31, 2017, our portfolio of fixed maturity investments was comprised principally of investment grade corporate fixed maturity securities, U.S. government and agency securities, and asset-backed securities.  The portion of our non-investment grade portfolio of fixed maturity investments is primarily comprised of variable rate secured, senior bank loans and high yield bonds. 

The composition of our fixed income security portfolio by Moody's rating is presented in the following table.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

 

 

2017

 

 

 

2016

 

 

    

Estimated

    

    

 

 

 

Estimated

 

 

 

 

 

Fair Value

 

Percent

 

 

 

Fair Value

 

Percent

 

U.S. Treasury securities and obligations of U.S. Government agencies

 

$

222,766

 

19.0

%

 

$

252,989

 

22.0

%

Aaa/Aa

 

 

411,794

 

35.1

 

 

 

390,432

 

33.8

 

A

 

 

239,015

 

20.4

 

 

 

237,787

 

20.6

 

Baa

 

 

142,176

 

12.1

 

 

 

124,340

 

10.8

 

Ba

 

 

51,205

 

4.4

 

 

 

40,667

 

3.5

 

B

 

 

75,673

 

6.5

 

 

 

68,449

 

5.9

 

Caa/Ca

 

 

7,087

 

0.6

 

 

 

11,072

 

1.0

 

C

 

 

 -

 

 -

 

 

 

416

 

 -

 

D

 

 

248

 

 -

 

 

 

355

 

 -

 

Not rated

 

 

22,062

 

1.9

 

 

 

27,762

 

2.4

 

Total 

 

$

1,172,026

 

100.0

%

 

$

1,154,269

 

100.0

%

 

Ratings are generally assigned upon the issuance of the securities and are subject to revision on the basis of ongoing evaluations. Ratings in the table are as of the date indicated.

Moody's rating system utilizes nine symbols to indicate the relative investment quality of a rated bond. “Aaa” rated bonds are judged to be of the best quality and are considered to carry the smallest degree of investment risk. “Aa” rated bonds are also judged to be of high quality by all standards. Together with “Aaa” bonds, these bonds comprise what are generally known as high grade bonds. Bonds rated “A” possess many favorable investment attributes and are considered to be upper medium grade obligations. “Baa” rated bonds are considered as medium grade obligations; they are neither highly protected nor poorly secured. Bonds rated “Ba” or lower (those rated “B”, “Caa”, “C” and “D”) are considered to be too speculative to be of investment quality.

The Securities Valuation Office of the National Association of Insurance Commissioners (the "SVO") evaluates all public and private bonds purchased as investments by insurance companies. The SVO assigns one of six investment categories to each security it reviews. Category 1 is the highest quality rating and Category 6 is the lowest. Categories 1 and 2 are the equivalent of investment grade debt as defined by rating agencies such as Standard & Poor's Ratings Services and Moody's, while Categories 3-6 are the equivalent of below investment grade securities. SVO ratings are reviewed at least annually. At December 31, 2017, 76.0% of our available for sale fixed maturity investments were rated Category 1 and 10.8% were rated Category 2, the two highest ratings assigned by the SVO.

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The following table indicates the composition of our fixed income security portfolio (at carrying value) by time to maturity as of December 31, 2017.

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

 

 

    

Estimated

    

 

 

 

 

Fair Value

 

Percent

 

Due in one year or less

 

$

63,886

 

 

5.5

%

Due after one year through five years

 

 

297,433

 

 

25.4

 

Due after five years through ten years

 

 

246,193

 

 

21.0

 

Due after ten years through twenty years

 

 

224,328

 

 

19.1

 

Due after twenty years

 

 

5,440

 

 

0.5

 

Asset-backed securities (1)

 

 

334,746

 

 

28.5

 

Totals

 

$

1,172,026

 

 

100.0

%

 

 

 

 

 

 

 

 


(1) Actual maturities of asset-backed securities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.  Prepayment rates are influenced by a number of factors that cannot be predicted with certainty, including: the relative sensitivity of the underlying mortgages or other collateral to changes in interest rates; a variety of economic, geographic and other factors; and the repayment priority of the securities in the overall securitization structures.

 

Ratings

 

A.M. Best, which rates insurance companies based on factors of concern to policyholders, currently assigns Safety Insurance an "A (Excellent)" rating.  Our "A" rating was reaffirmed by A.M. Best on May 10, 2017.  Such rating is the third highest rating of 13 ratings that A.M. Best assigns to solvent insurance companies, which currently range from "A++ (Superior)" to "D (Very Vulnerable)."  Publications of A.M. Best indicate that the "A" rating is assigned to those companies that in A.M. Best's opinion have a strong ability to meet their obligations to policyholders over a long period of time. In evaluating a company's financial and operating performance, A.M. Best reviews the Company's profitability, leverage and liquidity, as well as its book of business, the adequacy and soundness of its reinsurance, the quality and estimated fair value of its assets, the adequacy of its loss reserves, the adequacy of its surplus, its capital structure, the experience and competence of its management and its market presence.  A.M. Best's ratings reflect its opinion of an insurance company's financial strength, operating performance and ability to meet its obligations to policyholders and are not evaluations directed to purchasers of an insurance company's securities.

 

In assigning Safety Insurance's rating, A.M. Best recognized its solid risk-adjusted capitalization, conservative operating strategy, and long-standing agency relationships. A.M. Best also noted among our positive attributes our favorable investment leverage, our disciplined underwriting approach, and our expertise in the closely managed Massachusetts automobile insurance market, where rates, until recently, were historically established by the Commissioner.  A.M. Best cited other factors that partially offset these positive attributes, including our concentration of business in the Massachusetts private passenger automobile market which exposes our business to regulatory actions.

 

Supervision and Regulation

 

Introduction.   Our principal operations are conducted through the Insurance Subsidiaries which are subject to comprehensive regulation by state insurance departments, primarily through our domestic regulator, the Massachusetts Division of Insurance, of which the Commissioner is the senior official.  The Commissioner is appointed by the Governor.  We are subject to the authority of the Commissioner in many areas of our business under Massachusetts law, including:

 

·

our licenses to transact insurance;

·

the rates and policy forms we may use;

·

our financial condition including the adequacy of our reserves and provisions for unearned premium;

·

the solvency standards that we must maintain;

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·

the type and size of investments we may make;

·

the prescribed or permitted statutory accounting practices we must use; and

·

the nature of the transactions we may engage in with our affiliates.

In addition, the Commissioner periodically conducts financial and market conduct examinations of all licensees domiciled in Massachusetts.  Our most recent financial and market conduct examinations were for the five-year period ending December 31, 2013.  The Division had no material findings as a result of these examinations.

 

We are also required to be licensed by the insurance department in each state in which we do business, as well as to comply with the various laws and regulations of those jurisdictions, including those governing our use of rates and policy forms in those states.

 

Insurance Holding Company Regulation.   Our principal operating subsidiaries are insurance companies, and therefore we are subject to certain laws in Massachusetts regulating insurance holding company systems.  These laws require that we file a registration statement with the Commissioner that discloses the identity, financial condition, capital structure and ownership of each entity within our corporate structure and any transactions among the members of our holding company system. In some instances, we must provide prior notice to the Commissioner for material transactions between our insurance company subsidiaries and other affiliates in our holding company system.  These holding company statutes also require, among other things, prior approval of the payment of extraordinary dividends or distributions and any acquisition of a domestic insurer and that we file an annual Enterprise Risk Management report with the Commissioner.

 

Insurance Regulation Concerning Dividends.   We rely on dividends from the Insurance Subsidiaries for our cash requirements.  The insurance holding company law of Massachusetts requires notice to the Commissioner of any dividend to the shareholders of an insurance company.  The Insurance Subsidiaries may not make an "extraordinary dividend" until thirty days after the Commissioner has received notice of the intended dividend and has not objected in such time.  As historically administered by the Commissioner, this provision requires the prior approval by the Commissioner of an extraordinary dividend.  An extraordinary dividend is defined as any dividend or distribution that, together with other distributions made within the preceding twelve months exceeds the greater of 10.0% of the insurer's surplus as of the preceding December 31, or the insurer's net income for the twelve-month period ending the preceding December 31, in each case determined in accordance with statutory accounting practices. Under Massachusetts law, an insurer may pay cash dividends only from its unassigned funds, also known as its earned surplus, and the insurer's remaining surplus must be both reasonable in relation to its outstanding liabilities and adequate to its financial needs.  At December 31, 2017, the statutory surplus of Safety Insurance was $617,577 and its net income for 2018 was $57,982.  A maximum of $61,758 will be available during 2018 for such dividends without prior approval of the Commissioner.

 

Acquisition of Control of a Massachusetts Domiciled Insurance Company.   Massachusetts law requires advance approval by the Commissioner of any change in control of an insurance company that is domiciled in Massachusetts.  That law presumes that control exists where any person, directly or indirectly, owns, controls, holds the power to vote or holds proxies representing 10.0% or more of our outstanding voting stock.  Even persons who do not acquire beneficial ownership of more than 10.0% of the outstanding shares of our common stock may be deemed to have acquired control if the Commissioner determines that control exists in fact.  Any purchaser of shares of common stock representing 10.0% or more of the voting power of our capital stock will be presumed to have acquired control of the Insurance Subsidiaries unless, following application by that purchaser the Commissioner determines that the acquisition does not constitute a change of control or is otherwise not subject to regulatory review.  These requirements may deter, delay or prevent transactions affecting the control of or the ownership of our common stock, including transactions that could be advantageous to our stockholders.

 

Protection Against Insurer Insolvency.   Massachusetts law requires that insurers licensed to do business in Massachusetts participate in the Massachusetts Insurers Insolvency Fund ("Insolvency Fund").  The Insolvency Fund must pay any claim up to $300 of a policyholder of an insolvent insurer if the claim existed prior to the declaration of insolvency or arose within sixty days after the declaration of insolvency.  Members of the Insolvency Fund are assessed the amount the Insolvency Fund deems necessary to pay its obligations and expenses in connection with handling covered claims.  Subject to certain exceptions, assessments are made in the proportion that each member's net written

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premiums for the prior calendar year for all property and casualty lines bore to the corresponding net written premiums for Insolvency Fund members for the same period.  As a matter of Massachusetts law, insurance rates and premiums include amounts to recoup any amounts paid by insurers for the costs of the Insolvency Fund.  By statute, no insurer in Massachusetts may be assessed in any year an amount greater than two percent of that insurer's direct written premium for the calendar year prior to the assessment.  We account for allocations from the Insolvency Fund as underwriting expenses.  CAR also assesses its members as a result of insurer insolvencies.  Because CAR is not able to recover an insolvent company's share of the net CAR losses from the Insolvency Fund, CAR must increase each of its member's shares of the deficit in order to compensate for the insolvent carrier's inability to pay its deficit assessment.  It is anticipated that there will be future assessments from time to time relating to various insolvencies.

 

The Insurance Regulatory Information System.   The Insurance Regulatory Information System ("IRIS") was developed to help state insurance regulators identify companies that may require special financial attention. IRIS consists of a statistical phase and an analytical phase whereby financial examiners review annual statements and financial ratios.  The statistical phase consists of 13 key financial ratios based on year-end data that are generated annually from the database of the National Association of Insurance Commissioners ("NAIC").  Each ratio has an established "usual range" of results.  These ratios assist state insurance departments in executing their statutory mandate to oversee the financial condition of insurance companies.

 

A ratio result falling outside the usual range of IRIS ratios is not considered a failing result; rather, unusual values are viewed as part of the regulatory early monitoring system. Furthermore, in some years, it may not be unusual for financially sound companies to have several ratios with results outside the usual ranges.  Generally, an insurance company will become subject to regulatory scrutiny if it falls outside the usual ranges of four or more of the ratios.  In 2017, 2016, and 2015 all our ratios for all our Insurance Subsidiaries were within the normal range.

 

Risk-Based Capital Requirements.   The NAIC has adopted a formula and model law to implement risk-based capital requirements for most property and casualty insurance companies, which are designed to determine minimum capital requirements and to raise the level of protection that statutory surplus provides for policyholder obligations.  The risk-based capital formula for property and casualty insurance companies measures three major areas of risk facing property and casualty insurers:

 

·

underwriting, which encompasses the risk of adverse loss developments and inadequate pricing;

 

·

declines in asset values arising from market and/or credit risk; and

 

·

off-balance sheet risk arising from adverse experience from non-controlled assets, guarantees for affiliates or other contingent liabilities and reserve and premium growth.

 

Under Massachusetts law, insurers having less total adjusted capital than that required by the risk-based capital calculation will be subject to varying degrees of regulatory action, depending on the level of capital inadequacy.

 

The risk-based capital law provides for four levels of regulatory action. The extent of regulatory intervention and action increases as the level of total adjusted capital to risk-based capital falls.  The first level, the company action level, as defined by the NAIC, requires an insurer to submit a plan of corrective actions to the Commissioner if total adjusted capital falls below 200% of the risk-based capital amount. The regulatory action level, as defined by the NAIC requires an insurer to submit a plan containing corrective actions and requires the Commissioner to perform an examination or other analysis and issue a corrective order if total adjusted capital falls below 150.0% of the risk-based capital amount. The authorized control level, as defined by the NAIC, authorizes the Commissioner to take whatever regulatory actions he or she considers necessary to protect the best interest of the policyholders and creditors of the insurer which may include the actions necessary to cause the insurer to be placed under regulatory control, i.e., rehabilitation or liquidation, if total adjusted capital falls below 100.0% of the risk-based capital amount. The fourth action level is the mandatory control level, as defined by the NAIC, which requires the Commissioner to place the insurer under regulatory control if total adjusted capital falls below 70.0% of the risk-based capital amount.

 

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The formulas have not been designed to differentiate among adequately capitalized companies that operate with higher levels of capital.  Therefore, it is inappropriate and ineffective to use the formulas to rate or to rank these companies.  At December 31, 2017, our Insurance Subsidiaries had total adjusted capital in excess of amounts requiring company or regulatory action at any prescribed risk-based capital action level.

 

Own Risk Solvency Assessment.   On January 11, 2017, the Division adopted the National Association of Insurance Commissioners’ Own Risk Solvency Assessment (“ORSA”) Act requiring the Company to file its assessment on an annual basis.  ORSA is an internal process undertaken by an insurer or insurance group to assess the adequacy of its risk management and current and prospective solvency positions under normal and severe stress scenarios.  We have completed this filing for the 2017 period.

 

 

Executive Officers and Directors

 

The table below sets forth certain information concerning our directors and executive officers as of the date of this annual report.

 

 

 

 

 

 

 

 

 

Years

 

 

 

 

Employed

Name

Age (1)

Position

 

by Safety

George M. Murphy 

51

President, Chief Executive Officer

 

29

William J. Begley, Jr.

63

Vice President, Chief Financial Officer and Secretary

 

32

James D. Berry  

58

Vice President - Underwriting

 

36

John P. Drago

51

Vice President - Marketing 

 

23

David E. Krupa

57

Vice President - Property Claims

 

35

Ann M. McKeown

51

Vice President - Insurance Operations

 

28

Paul J. Narciso

54

Vice President - Casualty Claims

 

27

Stephen A. Varga

50

Vice President - Management Information Systems

 

25

David F. Brussard

66

Chairman of the Board, Director

 

-

Frederic H. Lindeberg

77

Director

 

 

Peter J. Manning

79

Director

 

-

David K. McKown

80

Director

 

-

Thalia M. Meehan

56

Director

 

-

___________________

 

 

 

 

(1) As of February 16, 2018

 

 

 

 

 

 

 

 

 

George M. Murphy, CPCU,  was appointed President and Chief Executive Officer of the Company effective April 1, 2016.  He previously was the Vice President of Marketing since October 1, 2005.  Mr. Murphy was appointed to the Board of Directors and to the Investment Committee in February 2016.  Mr. Murphy has been employed by the Insurance Subsidiaries for over 29 years. Mr. Murphy is also on the Board of Trustees of the Insurance Library Association of Boston.

William J. Begley, Jr.  was appointed Chief Financial Officer, Vice President and Secretary of the Company on March 4, 2002.  Since January 1999, Mr. Begley has been the Chief Financial Officer and Treasurer of the Insurance Subsidiaries.  Previously, Mr. Begley served as Assistant Controller of the Insurance Subsidiaries from 1985 to 1987, as Controller from 1987 to 1990 and as Assistant Vice President/Controller from 1990 to 1999.  Mr. Begley has been employed by the Insurance Subsidiaries for over 32 years.  Mr. Begley also serves on the Audit Committee and Investment Committee of Guaranty Fund Management Services, and is a member of the Board of Directors of the Massachusetts Insurers Insolvency Fund.

James D. Berry, CPCU,  was appointed Vice President of Underwriting of the Company in July 2015, and was named as Secretary of the Insurance Subsidiaries at that time. Prior to that, he served as the Vice President of Insurance Operations since October 1, 2005.  Mr. Berry has been employed by the Insurance Subsidiaries for over 36 years and has directed the Company's Massachusetts Private Passenger line of business since 2001.  Mr. Berry is Vice Chairman of the Board of Directors of the Massachusetts Property Insurance Underwriting Association (FAIR Plan). He has served on several committees of Commonwealth Auto Reinsurers (“CAR”) including Market Review and Defaulted Brokers. Mr. Berry has represented Safety on the DXC Technology Series II and Exceed advisory councils. He also serves on the

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Executive Committee of the In Control Family Foundation, and is the Chairman of that organizations Finance Committee.

John P. Drago  was appointed Vice President of Marketing on February 1, 2016. Mr. Drago has been employed by the Insurance Subsidiaries for over 23 years and most recently served as Director of Marketing.

David E. Krupa, CPCU,  was appointed Vice President of Property Claims of the Company on March 4, 2002.  Mr. Krupa has served as Vice President of Claims of the Insurance Subsidiaries since July 1990 and has been employed by the Insurance Subsidiaries for over 35 years.  Mr. Krupa was first employed by the Company in 1982 and held a series of management positions in the Claims Department before being appointed Vice President in 1990.  Mr. Krupa has served on the Auto Damage Appraisers Licensing Board of Massachusetts and on several claims committees both at the Automobile Insurers Bureau of Massachusetts and CAR.

Ann M. McKeown was appointed Vice President of Insurance Operations of the Company on July 1, 2015.  Ms. McKeown has been employed by the Insurance Subsidiaries for over 28 years wherein she has held management positions in the Underwriting, Information Technology, and Insurance Operations departments. Ms. McKeown has served on the MAIP Steering and Operations Committees of CAR. 

 

Paul J. Narciso was appointed Vice President of Casualty Claims of the Company on August 5, 2013.  Mr. Narciso has held various adjusting and claims management positions with the Company since 1990.  Mr. Narciso has 27 years of claim experience having worked at two national carriers prior to joining Safety.  He currently serves on the Governing Board of the Massachusetts Insurance Fraud Bureau.

Stephen A. Varga was appointed Vice President of Management Information Systems of the Company on August 6, 2014. Mr. Varga has held various information technology positions with the Company since 1992 and most recently served as Senior Director of MIS.

David F. Brussard  was appointed Chairman of the Board in March 2004 and has served as a director of the Company since October 2001.  Mr. Brussard served as President and Chief Executive Officer of the Company from June 2001 until March 31, 2016.  Also, from January 1999 to March 31, 2016, Mr. Brussard served as the CEO and President of the Insurance Subsidiaries.  Previously, Mr. Brussard served as Executive Vice President of the Insurance Subsidiaries from 1985 to 1999 and as Chief Financial Officer and Treasurer of the Insurance Subsidiaries from 1979 to 1999.  Mr. Brussard was also appointed Chairman of the Investment Committee on February 22, 2017.

Frederic H. Lindeberg  has served as a director of the Company since August 2004.  Mr. Lindeberg has had a consulting practice providing taxation, management and investment counsel since 1991, focusing on finance, real estate, manufacturing and retail industries.  Mr. Lindeberg retired in 1991 as Partner-In-Charge of various KPMG tax offices, after 24 years of service where he provided both accounting and tax counsel to various clients. Mr. Lindeberg is an attorney and certified public accountant.  Mr. Lindeberg was formerly a director of Provident Senior Living Trust (PSLT) and TAL International (TAL) and formerly an adjunct professor at Penn State Graduate School of Business.

Peter J. Manning  has served as a director of the Company since September 2003.  Mr. Manning retired in 2003, as Vice Chairman Strategic Business Development of FleetBoston Financial, after 32 years with FleetBoston Financial Corporation (formerly BankBoston) where he also held the positions of Comptroller and Executive Vice President and Chief Financial Officer.  Mr. Manning started his career with Coopers & Lybrand in 1962 prior to his 1972 employment with BankBoston.  He currently is a director of the Blue Hills Bank.

 

David K. McKown  has served as director of the Company since November 2002. Mr. McKown has been a Senior Advisor to Eaton Vance Management since 2000, focusing on business origination in real estate and asset-based loans.  Mr. McKown retired in March 2000 having served as a Group Executive with BankBoston since 1993, where he focused on acquisitions and high-yield bank debt financings. Mr. McKown has been in the banking industry for 52 years, worked for BankBoston for over 32 years and had previously been the head of BankBoston's real estate department, corporate finance department, and a managing director of BankBoston's private equity unit.  Mr. McKown is currently a

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director of Global Partners L.P., and various privately held companies.

 

Thalia M. Meehan was appointed Director of the Company on July 3, 2017.  Ms. Meehan has also been appointed to serve as a member of the Investment Committee of the Board. Ms. Meehan, a Chartered Financial Analyst, has over 30 years of experience in the investment sector.  Ms. Meehan retired from Putnam Investments in 2016 with 27 years of experience and most recently served as a Team Leader and Portfolio Manager at Putnam Investments. Ms. Meehan currently serves on the Board of the Boston Women in Public Finance and was previously a member of the Municipal Securities Rulemaking Board Investor Advisory Group.  

 

 

ITEM 1 A.    RISK FACTORS

An investment in our common stock involves a number of risks. Any of the risks described below could result in a significant or material adverse effect on our results of operations or financial condition, and a corresponding decline in the market price of our common stock.

Because we are primarily a private passenger automobile insurance carrier, our business may be adversely affected by conditions in this industry.

Approximately 56.7% of our direct written premiums for the year ended December 31, 2017, were generated from private passenger automobile insurance policies. As a result of our focus on that line of business, negative developments in the economic, competitive or regulatory conditions affecting the private passenger automobile insurance industry could have a material adverse effect on our results of operations and financial condition. In addition, these developments would have a disproportionate effect on us, compared to insurers which conduct operations in multiple business lines.

Because we write insurance principally in Massachusetts, our business may be adversely affected by conditions in Massachusetts, including the impact of additional competitors.

Almost all of our direct written premiums are currently generated in Massachusetts. Our revenues and profitability are therefore subject to prevailing regulatory, economic, demographic, competitive and other conditions in Massachusetts. Changes in any of these conditions could make it more costly or difficult for us to conduct our business. The Massachusetts market has seen an increased level of competition, particularly in the private passenger automobile insurance line, due to prior changes in regulatory conditions.  To date, we have not had a significant decrease in our private passenger automobile insurance business. However, further competition and adverse results could include loss of market share, decreased revenue, and/or increased costs.

We have exposure to claims related to severe weather conditions, which may result in an increase in claims frequency and severity.

We are subject to claims arising out of severe weather conditions, such as rainstorms, snowstorms and icestorms, that may have a significant effect on our results of operations and financial condition. The incidence and severity of weather conditions are inherently unpredictable. There is generally an increase in claims frequency and severity under the private passenger automobile insurance we write when severe weather occurs because a higher incidence of vehicular accidents and other insured losses tend to occur as a result of severe weather conditions. In addition, we have exposure to an increase in claims frequency and severity under the homeowners and other property insurance we write because property damage may result from severe weather conditions.

Because some of our insureds live near the Massachusetts coastline, we also have a potential exposure to losses from hurricanes and major coastal storms such as Nor'easters.  Although we purchase catastrophe reinsurance to limit our exposure to natural catastrophes, in the event of a major catastrophe resulting in property losses to us in excess of

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$665,000 our losses would exceed the limits of this reinsurance in addition to losses from our co-participation retention of a portion of the risk up to $665,000.

Climate change may adversely impact our results of operations.

There are concerns that the increase in weather-related catastrophes and other losses incurred by the industry in recent years may be indicative of changing weather patterns. This change in weather patterns could lead to higher overall losses which we may not be able to recover, particularly in light of the current competitive environment, and higher reinsurance costs. Climate change could also have an impact on issuers of securities in which we invest, resulting in realized and unrealized losses in future periods which could have a material adverse impact on our results of operations and/or financial position.

There is uncertainty involved in the availability of reinsurance.

  The Company reinsures a portion of its potential losses on the policies it issues to mitigate the volatility of the losses on its financial condition and results of operations. The availability and cost of reinsurance is subject to market conditions, which are outside of the Company’s control. From time to time, market conditions have limited, and in some cases, prevented insurers from obtaining the types and amounts of reinsurance that they consider adequate for their business needs. As a result, the Company may not be able to successfully purchase reinsurance and transfer a portion of the Company’s risk through reinsurance arrangements.

If we are not able to attract and retain independent agents, it could adversely affect our business.

We market our insurance solely through independent agents. We must compete with other insurance carriers for the business of independent agents. Some of our competitors offer a larger variety of products, lower prices for insurance coverage or higher commissions. While we believe that the commissions and services we provide to our agents are competitive with other insurers, changes in commissions, services or products offered by our competitors could make it harder for us to attract and retain independent agents to sell our insurance products.

Established competitors with greater resources may make it difficult for us to market our products effectively and offer our products at a profit.

The property and casualty insurance business is highly competitive and many of our competitors have substantially greater financial and other resources than we do. We compete with both large national writers and smaller regional companies. Further, our competitors include other companies which, like us, serve the independent agency market, as well as companies which sell insurance directly to customers. Direct writers may have certain competitive advantages over agency writers, including increased name recognition, loyalty of the customer base to the insurer rather than to an independent agency and, potentially, lower cost structures. A material reduction in the amount of business independent agents sell would directly and negatively affect our profitability and our ability to compete with insurers that do not rely solely on the independent agency market to sell their products. Further, our Company and others compete on the basis of the commissions and other cash and non-cash incentives provided to agents. Although a number of national insurers that are much larger than we are do not currently compete in a material way in the Massachusetts personal auto market, if one or more of these companies decided to aggressively enter the market it could reduce our share of the Massachusetts market and thereby have a material adverse effect on us. These companies include some that would be able to sustain significant losses in order to acquire market share, as well as others which use distribution methods that compete with the independent agent channel. Progressive Corporation, GEICO and Allstate, large insurers that market directly to policyholders rather than through agents, along with other carriers have entered the Massachusetts private passenger automobile insurance market.

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As a holding company, Safety Insurance Group, Inc. is dependent on the results of operations of the Safety Insurance Company .  

Safety Insurance Group, Inc. is a company and a legal entity separate and distinct from Safety Insurance Company, our principal operating subsidiary. As a holding company without significant operations of its own, the principal sources of Safety Insurance Group, Inc.'s funds are dividends and other distributions from Safety Insurance Company. Our rights to participate in any distribution of assets of Safety Insurance Company are subject to prior claims of policyholders, creditors and preferred shareholders, if any, of Safety Insurance Company (except to the extent that our rights, if any, as a creditor are recognized). Consequently, our ability to pay debts, expenses and cash dividends to our shareholders may be limited. The ability of Safety Insurance Company to pay dividends is subject to limits under Massachusetts insurance law. Further, the ability of Safety Insurance Group, Inc. to pay dividends, and our subsidiaries' ability to incur indebtedness or to use the proceeds of equity offerings, will be subject to limits under our revolving credit facility.

We are subject to comprehensive government regulation and our ability to earn profits may be restricted by these regulations.

General Regulation.     We are subject to regulation by the state insurance department of each state in which we do business.  In each jurisdiction, we must comply with various laws and regulations, including those involving:

·

approval or filing of premium rates and policy forms;

·

limitation of the right to cancel or non-renew policies in some lines;

·

requirements to participate in residual markets;

·

licensing of insurers and agents; and

·

regulation of the right to withdraw from markets or terminate involvement with agencies;

We also are subject to enhanced regulation by our domestic regulator, the Massachusetts Division of Insurance, from which we must obtain prior approval for certain corporate actions.  Among other things, we must comply with laws and regulations governing:

·

transactions between an insurance company and any of its affiliates;

·

the payment of dividends;

·

the acquisition of an insurance company or of any company controlling an insurance company;

·

solvency standards;

·

minimum amounts of capital and surplus which must be maintained;

·

limitations on types and amounts of investments;

·

restrictions on the size of risks which may be insured by a single company;

·

deposits of securities for the benefit of policyholders; and

·

reporting with respect to financial condition.

In addition, insurance department examiners from Massachusetts perform periodic financial and market conduct examinations of insurance companies. Such regulation is generally intended for the protection of policyholders rather than security holders.

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Massachusetts, New Hampshire and Maine require that all licensed property and casualty insurers bear a portion of the losses suffered by some insureds as a result of impaired or insolvent insurance companies by participating in each state’s insolvency fund.  Members of the state’s insolvency fund are assessed a proportionate share of the obligations and expenses of the fund in connection with an insolvent insurer. These assessments are made by the fund to cover the cost of paying eligible claims of policyholders of these insolvent insurers.  Similarly, assessments are made by each state’s commercial automobile insurance residual market mechanism to recover the shares of net losses that would have been assessed to the insolvent companies but for their insolvencies. In addition, Massachusetts has established an underwriting association in order to ensure that property insurance is available for owners of high risk property who are not able to obtain insurance from private insurers. The losses of this underwriting association, the Massachusetts Property Insurance Underwriting Association, are shared by all insurers that write property and casualty insurance in Massachusetts. We are assessed from time to time to pay these losses. The effect of these assessments could reduce our profitability in any given period and limit our ability to grow our business.

Because we are unable to predict with certainty changes in the political, economic or regulatory environments of the states in which we operate in the future, there can be no assurance that existing insurance-related laws and regulations will not become more restrictive in the future or that new restrictive laws will not be enacted and, therefore, it is not possible to predict the potential effects of these laws and regulations on us.

We may enter new markets and there can be no assurance that our diversification strategy will be effective.

Although we intend to concentrate on our core businesses in Massachusetts, New Hampshire, and Maine, we also may seek to take advantage of prudent opportunities to expand our core businesses into other states where we believe the independent agent distribution channel is strong. As a result of a number of factors, including the difficulties of finding appropriate expansion opportunities and the challenges of operating in an unfamiliar market, we may not be successful in this diversification. Additionally, in order to carry out any such strategy we would need to obtain the appropriate licenses from the insurance regulatory authority of any such state.

O ur failure to maintain a commercially acceptable financial strength rating would significantly and negatively affect our ability to implement our business strategy successfully.

A.M. Best has currently assigned Safety Insurance an "A (Excellent)" rating. An "A" rating is A.M. Best's third highest rating, out of 13 possible rating classifications for solvent companies. An "A" rating is assigned to insurers that in A.M. Best's opinion have a strong ability to meet their ongoing obligations to policyholders. Moreover, an "A" rating is assigned to companies that have, on balance, excellent balance sheet strength, operating performance and business profile when compared to the standards established by A.M. Best. A.M. Best bases its ratings on factors that concern policyholders and not upon factors concerning investor protection. Such ratings are subject to change and are not recommendations to buy, sell, or hold securities. An important factor in an insurer's ability to compete effectively is its A.M. Best rating. Our A.M. Best rating is lower than those of some of our competitors. Any future decrease in our rating could affect our competitive position.

Our losses and loss adjustment expenses may exceed our reserves, which could significantly affect our business.

The reserves for losses and loss adjustment expenses that we have established are estimates of amounts needed to pay reported and unreported claims and related expenses based on facts and circumstances known to us as of the time we established the reserves. Reserves are based on historical claims information, industry statistics and other factors. The establishment of appropriate reserves is an inherently uncertain process. If our reserves are inadequate and are strengthened, we would have to treat the amount of such increase as a charge to our earnings in the period that the deficiency is recognized. As a result of these factors, there can be no assurance that our ultimate liability will not materially exceed our reserves and have a negative effect on our results of operations and financial condition.

Due to the inherent uncertainty of estimating reserves, it has been necessary, and may over time continue to be necessary, to revise estimated future liabilities as reflected in our reserves for claims and policy expenses. The historic development of reserves for losses and loss adjustment expenses may not necessarily reflect future trends in the

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development of these amounts. Accordingly, it is not appropriate to extrapolate redundancies or deficiencies based on historical information.

If we lose key personnel, our ability to implement our business strategy could be delayed or hindered.

The loss of key personnel could prevent us from fully implementing our business strategy and could significantly and negatively affect our financial condition and results of operations. As we continue to grow, we will need to recruit and retain additional qualified management personnel, and our ability to do so will depend upon a number of factors, such as our results of operations and prospects and the level of competition then prevailing in the market for qualified personnel.

Market fluctuations and changes in interest rates can have significant and negative effects on our investment portfolio.

Our results of operations depend in part on the performance of our invested assets. As of December 31, 2017, based upon fair value measurement, 89.6% of our investment portfolio was invested in fixed maturity securities, 8.6% in equity securities and 1.8% in other invested assets. Certain risks are inherent in connection with debt securities including loss upon default and price volatility in reaction to changes in interest rates and general market factors.

We have a significant investment portfolio and adverse capital market conditions, including but not limited to volatility and credit spread changes, will impact the liquidity and value of our investments, potentially resulting in higher realized or unrealized losses. Values of our investments can also be impacted by reductions in price transparency and changes in investor confidence and preferences, potentially resulting in higher realized or unrealized losses. If the carrying value of our investments exceeds the fair value, and the decline in fair value is deemed to be other-than-temporary, we will be required to write down the value of our investments, which could materially harm our results of operations and financial condition.

Developments in the global financial markets may adversely affect our investment portfolio and overall performance.  Global financial markets have recently experienced unprecedented and challenging conditions. If conditions further deteriorate, our business could be affected in different ways. Continued turbulence in the U.S. economy and contraction in the credit markets could adversely affect our profitability, demand for our products or our ability to raise rates, and could also result in declines in market value and future impairments of our investment assets.

We may not be able to successfully alleviate risk through reinsurance arrangements which could cause us to reduce our premiums written in certain lines or could result in losses.

In order to reduce risk and to increase our underwriting capacity, we purchase reinsurance. The availability and the cost of reinsurance protection are subject to market conditions, which are outside of our control. As a result, we may not be able to successfully alleviate risk through these arrangements. For example, if reinsurance capacity for homeowner's risks were reduced as a result of terrorist attacks, climate change or other causes, we might seek to reduce the amount of homeowners business we write. In addition, we are subject to credit risk with respect to our reinsurance because the ceding of risk to reinsurers does not relieve us of our liability to our policyholders. A significant reinsurer's insolvency or inability to make payments under the terms of a reinsurance treaty could have a material adverse effect on our results of operations and financial condition.

There are anti-takeover provisions contained in our organizational documents and in laws of the State of Delaware and the Commonwealth of Massachusetts that could impede an attempt to replace or remove our management or prevent the sale of our company, which could diminish the value of our common stock.

Our certificate of incorporation, bylaws and the laws of Delaware contain provisions that may delay, deter or prevent a takeover attempt that shareholders might consider in their best interests.  For example, our organizational documents provide for a classified board of directors with staggered terms, prevent shareholders from taking action by

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written consent, prevent shareholders from calling a special meeting of shareholders, provide for supermajority voting requirements to amend our certificate of incorporation and certain provisions of our bylaws and provide for the filling of vacancies on our board of directors by the vote of a majority of the directors then in office. These provisions will render the removal of the incumbent board of directors or management more difficult. In addition, these provisions may prevent shareholders from receiving the benefit of any premium over the market price of our common stock offered by a bidder in a potential takeover. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future.

The Massachusetts insurance law prohibits any person from acquiring control of us, and thus indirect control of the Insurance Subsidiaries., without the prior approval of the Commissioner. That law presumes that control exists where any person, directly or indirectly, owns, controls, holds the power to vote or holds proxies representing 10.0% or more of our outstanding voting stock. Even persons who do not acquire beneficial ownership of more than 10.0% of the outstanding shares of our common stock may be deemed to have acquired such control if the Commissioner determines that such control exists in fact. Therefore, any person seeking to acquire a controlling interest in us would face regulatory obstacles which could delay, deter or prevent an acquisition that shareholders might consider in their best interests.

Section 203 of the General Corporation Law of Delaware, the jurisdiction in which the Company is organized, may affect the ability of an "interested stockholder" to engage in certain business combinations including mergers, consolidations or acquisitions of additional shares, for a period of three years following the time that the stockholder becomes an interested stockholder. An interested stockholder is defined to include persons owning directly or indirectly 15.0% or more of the outstanding voting stock of the corporation.

Future sales of shares of our common stock by our existing shareholders in the public market, or the possibility or perception of such future sales, could adversely affect the market price of our stock.

Investors currently known to be the beneficial owners of greater than 5.0% of our outstanding common stock hold approximately 48.2% of the common stock of Safety Insurance Group, Inc. on a fully diluted basis.  No prediction can be made as to the effect, if any, that future sales of shares by our existing shareholders, or the availability of shares for future sale, will have on the prevailing market price of our common stock from time to time.  Sales of substantial amounts of our common stock in the public market by our existing shareholders, or the possibility or perception that such sales could occur, could cause the prevailing market prices for our common stock to decrease. If such sales reduce the market price of our common stock, our ability to raise additional capital in the equity markets may be adversely affected.

Our business depends on the uninterrupted operation of our systems and business functions, including our information technology, telecommunications and other business systems. Our business continuity and disaster recovery plans may not sufficiently address all contingencies.

Our business is highly dependent upon our ability to execute, in an efficient and uninterrupted fashion, necessary business functions, such as processing new and renewal business, providing customer service, and processing and paying claims. A shut-down of or inability to access our facility, a power outage, or a failure of one or more of our information technology, telecommunications or other systems could significantly impair our ability to perform such functions on a timely basis. If sustained or repeated, such a business interruption, systems failure or service denial could result in a deterioration in the level of service we provide to our agents and policyholders. We have established a business continuity plan in an effort to ensure the continuation of core business operations in the event that normal business operations could not be performed due to a catastrophic event. While we continue to test and assess our business continuity plan to ensure it meets the needs of our core business operations and addresses multiple business interruption events, there is no assurance that core business operations could be performed upon the occurrence of such an event, which may result in a material adverse effect on our financial position and results of operations.

We outsource certain business and administrative functions to third parties and may do so increasingly in the future.  If we fail to develop and implement our outsourcing strategies or our third-party providers fail to perform as

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anticipated, we may experience operational difficulties, increased costs and a loss of business that may have a material adverse effect on our results of operations or financial condition.

 

Our business could be materially and adversely affected by a security breach or other attack involving our computer systems or the systems of one or more of our agents and vendors.

 

Our highly automated and networked organization is subject to cyber-terrorism and a variety of other cyber-security threats. These threats come in a variety of forms, such as viruses and malicious software. Such threats can be difficult to prevent or detect, and if experienced, could interrupt or damage our operations, harm our reputation or have a material effect on our operations. Our technology and telecommunications systems are highly integrated and connected with other networks. Cyber-attacks involving these systems could be carried out remotely and from multiple sources and could interrupt, damage or otherwise adversely affect the operations of these critical systems. Cyber-attacks could result in the modification or theft of data, the distribution of false information or the denial of service to users. We obtain, utilize and maintain data concerning individuals and organizations with which we have a business relationship. Threats to data security can emerge from a variety of sources and change in rapid fashion, resulting in the ongoing need to expend resources to secure our data in accordance with customer expectations and statutory and regulatory requirements. We could be subject to liability if confidential customer information is misappropriated from our technology systems. Despite the implementation of security measures, these systems may be vulnerable to physical break-ins, computer viruses, programming errors, attacks by third parties or similar disruptive problems. Any well-publicized compromise of security could deter people from entering into transactions that involve transmitting confidential information to our systems, which could have a material adverse effect on our business and reputation. We rely on services and products provided by many vendors. In the event that one or more of our vendors fails to protect personal information of our customers, claimants or employees, we may incur operational impairments, or could be exposed to litigation, compliance costs or reputational damage. While we have not experienced material cyber-incidents to date, the occurrence and effects of cyber-incidents may remain undetected for an extended period. We maintain cyber-liability insurance coverage to offset certain potential losses, subject to policy limits, such as liability to others, costs of related crisis management, data extortion, applicable forensics and certain regulatory defense costs, fines and penalties.

 

The recently enacted U.S. tax reform bill will have an impact on our results of operation and financial condition.

 

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “TCJA”) was enacted, which significantly amends the Internal Revenue Code of 1986. The TCJA, among other things, reduces the corporate tax rate from a statutory rate of 35% to 21%, imposes additional limitations on net operating losses and executive compensation, allows for the full expensing of certain capital expenditures, and enacts other changes impacting the insurance industry.

 

While we are currently evaluating the future impacts of the TCJA, we expect that the legislation will have a favorable impact on our financial results beginning in 2018.  In addition, the enactment of the TCJA resulted in a tax benefit of $1,500 as a result of applying the lower corporate rate change to our deferred tax assets and liabilities as of the enactment date.

 

ITEM 1 B.    UNRESOLVED STAFF COMMENTS

 

As of the date of this report, the Company had no unresolved comments from the Commission staff regarding its periodic or current reports under the Exchange Act.

 

ITEM 2.    PROPERTIES

 

We conduct most of our operations in approximately 74 thousand square feet of leased space at 20 Custom House Street in downtown Boston, Massachusetts.  Our lease was extended for an additional eleven year term starting on January 1, 2018 and will expire on December 31, 2028 .

 

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ITEM 3.    LEGAL PROCEEDINGS

 

Our Insurance Subsidiaries are parties to a number of lawsuits arising in the ordinary course of their insurance business.  We believe that the ultimate resolution of these lawsuits will not, individually or in the aggregate, have a material adverse effect on our financial condition.

 

On December 15, 2015, the Company filed for arbitration with a reinsurer in regards to the reinsurance recoverable resulting from the 2015 winter storm losses that are admissible under our contract.  On January 8, 2018, the Company received a final order from the panel of arbitrators for settlement of the paid and outstanding losses. 

ITEM 4.   MINE SAFETY DISCLOSURES

 

Not Applicable

 

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PART II.

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of February 16, 2018, there were 22 holders of record of the Company's common stock, par value $0.01 per share, and we estimate another 9,352 held in "Street Name."

 

 

 

 

 

 

2017

 

High

 

 

Low

First quarter

$

73.85

 

$

68.60

Second quarter

$

72.40

 

$

66.10

Third quarter

$

76.50

 

$

68.20

Fourth quarter

$

83.25

 

$

78.30

 

 

 

 

 

 

2016

 

High

 

 

Low

First quarter

$

57.51

 

$

53.36

Second quarter

$

62.49

 

$

54.63

Third quarter

$

68.50

 

$

61.14

Fourth quarter

$

74.70

 

$

65.60

 

The closing price of the Company's common stock on February 16, 2018 was $74.45 per share.

During 2017 and 2016, the Company’s Board of Directors declared four quarterly cash dividends to shareholders, which were paid and accrued in the amounts of $45,689 and $42,390, respectively.  On February 15, 2018, the Company's Board of Directors declared a quarterly cash dividend of $.80 per share to shareholders of record on March 1, 2018 payable on March 15, 2018. The Company plans to continue to declare and pay quarterly cash dividends in 2018, depending on the Company's financial position and the regularity of its cash flows.

The Company relies on dividends from its Insurance Subsidiaries for a portion of its cash requirements. The payment by the Company of any cash dividends to the holders of common stock therefore depends on the receipt of dividend payments from its Insurance Subsidiaries. The payment of dividends by the Insurance Subsidiaries is subject to limitations imposed by Massachusetts law, as discussed in Item 1—Business, Supervision and Regulation, Insurance Regulation Concerning Dividends , and also in Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources.

The information called for by Item 201 (d) of Regulation S-K regarding securities authorized for issuance under equity compensation plans will be contained in the Company's Proxy Statement for its Annual Meeting of Shareholders, to be held on May 23, 2018 in Boston, MA, which the Company intends to file with the U.S. Securities and Exchange Commission within 120 days after December 31, 2017 (the Company's fiscal year end), and such information is incorporated herein by reference.

For information regarding our share repurchase program, refer to Item 8—Financial Statements and Supplementary Data, Note 12, Share Repurchase Program, of this Form 10-K.


COMMON STOCK PERFORMANCE GRAPH

Set forth below is a line graph comparing the dollar change in the cumulative total shareholder return on the Company's Common Stock, for the period beginning on December 31, 2012 and ending on December 31, 2017 with the cumulative total return of the NASDAQ Stock Market Index and a peer group comprised of six selected property & casualty insurance companies over the same period. The peer group consists of Baldwin & Lyons, Inc., Infinity Property & Casualty Corp., Mercury General Corp., State Auto Financial Corp., Selective Insurance Group, Inc., and Donegal

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Group, Inc. The graph shows the change in value of an initial one hundred dollar investment over the period indicated, assuming re-investment of all dividends.

Comparative Cumulative Total Returns since December 31, 2012 Among
Safety Insurance Group, Inc.,
Property & Casualty Insurance Peer Group and the NASDAQ Stock Market Index

PICTURE 1

 

 

The foregoing performance graph and data shall not be deemed "filed" as part of this Form 10-K for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and should not be deemed incorporated by reference into any other filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates it by reference into such filing.

 

 

 

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ITEM 6.    SELECTED FINANCIAL DATA

The following table sets forth our selected historical consolidated financial data as of and for each of the five years ended December 31, 2017, 2016, 2015, 2014 and 2013.

The selected historical consolidated financial data for the years ended December 31, 2017, 2016, and 2015, and as of December 31, 2017 and 2016 have been derived from the financial statements of Safety Insurance Group, Inc. included in this annual report which have been audited. The selected historical consolidated financial data for the years ended December 31, 2014 and 2013 and as of December 31, 2015, 2014 and 2013 has been derived from Safety Insurance Group, Inc.'s consolidated financial statements not included in this annual report, which have been audited.

We have prepared the selected historical consolidated financial data in conformity with U. S. generally accepted accounting principles.

The selected financial data presented below should be read in conjunction with Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and the accompanying notes included in this Form 10-K in order to more fully understand the historical consolidated financial data.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

    

Years Ended December 31,

 

 

    

    

2017

    

2016

 

 

2015

 

 

2014

 

 

2013

 

Direct written premiums

 

 

$

827,316

 

$

811,559

 

$

785,730

 

$

765,685

 

$

731,680

 

Net written premiums

 

 

$

781,054

 

$

766,470

 

$

746,180

 

$

734,914

 

$

697,450

 

Net earned premiums

 

 

$

774,420

 

$

755,760

 

$

738,164

 

$

716,875

 

$

681,870

 

Net investment income

 

 

 

38,758

 

 

38,413

 

 

40,534

 

 

42,303

 

 

43,054

 

Earnings from partnership investments

 

 

 

2,082

 

 

3,185

 

 

2,387

 

 

878

 

 

 -

 

Net realized gains (losses)  on investments

 

 

 

6,036

 

 

5,559

 

 

(469)

 

 

197

 

 

1,677

 

Net impairment losses on investments

 

 

 

(256)

 

 

(798)

 

 

(796)

 

 

 -

 

 

 -

 

Finance and other service income

 

 

 

18,073

 

 

17,703

 

 

18,133

 

 

18,544

 

 

18,683

 

Total revenue

 

 

 

839,113

 

 

819,822

 

 

797,953

 

 

778,797

 

 

745,284

 

Losses and loss adjustment expenses

 

 

 

503,887

 

 

493,433

 

 

612,569

 

 

476,366

 

 

447,749

 

Underwriting, operating and related expenses

 

 

 

248,436

 

 

233,017

 

 

213,939

 

 

219,023

 

 

209,758

 

Interest expense

 

 

 

90

 

 

90

 

 

90

 

 

90

 

 

89

 

Total expenses

 

 

 

752,413

 

 

726,540

 

 

826,598

 

 

695,479

 

 

657,596

 

Income (loss) before income taxes

 

 

 

86,700

 

 

93,282

 

 

(28,645)

 

 

83,318

 

 

87,688

 

Income tax expense (credit)

 

 

 

24,313

 

 

28,697

 

 

(14,792)

 

 

23,964

 

 

26,337

 

Net income (loss)

 

 

$

62,387

 

$

64,585

 

 

(13,853)

 

 

59,354

 

 

61,351

 

Earnings (loss) per weighted average common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$

4.13

 

$

4.29

 

$

(0.93)

 

$

3.93

 

$

3.99

 

Diluted

 

 

$

4.10

 

$

4.27

 

$

(0.93)

 

$

3.91

 

$

3.98

 

Cash dividends paid per common share

 

 

$

3.00

 

$

2.80

 

$

2.80

 

$

2.60

 

$

2.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of shares used in computing earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

15,010,751

 

 

14,946,453

 

 

14,866,607

 

 

14,963,047

 

 

15,167,052

 

Diluted

 

 

 

15,135,348

 

 

15,032,263

 

 

14,866,607

 

 

15,052,745

 

 

15,212,385

 

 

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Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

2017

 

2016

 

 

2015

 

 

2014

 

 

2013

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total cash and investment securities

$

1,348,763

 

$

1,300,558

 

$

1,256,937

 

$

1,298,716

 

$

1,258,453

 

Total assets

 

1,807,279

 

 

1,758,246

 

 

1,703,869

 

 

1,675,719

 

 

1,625,457

 

Losses and loss adjustment expense reserves

 

574,054

 

 

560,321

 

 

553,977

 

 

482,012

 

 

455,014

 

Total liabilities

 

1,106,263

 

 

1,087,520

 

 

1,059,370

 

 

967,436

 

 

930,270

 

Total shareholders' equity

 

701,016

 

 

670,726

 

 

644,499

 

 

708,283

 

 

695,187

 

GAAP Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio (1)

 

65.1

%

 

65.3

%

 

83.0

%

 

66.5

%

 

65.7

%

Expense ratio (1)

 

32.1

 

 

30.8

 

 

29.0

 

 

30.6

 

 

30.8

 

Combined ratio (1)

 

97.2

%

 

96.1

%

 

112.0

%

 

97.1

%

 

96.5

%

 


       (1) The loss ratio is the ratio of losses and loss adjustment expenses to net earned premiums.  The expense ratio, when calculated on a GAAP basis, is the ratio of underwriting expense to net earned premiums.  The combined ratio is the sum of the loss ratio and the expense ratio. Please refer to Insurance Ratios under Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations for further discussion on our GAAP ratios.

 

 

 

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ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our accompanying consolidated financial statements and notes thereto, which appear elsewhere in this document. In this discussion, all dollar amounts are presented in thousands, except share and per share data.

 

The following discussion contains forward-looking statements.  We intend statements which are not historical in nature to be, and are hereby identified as “forward-looking statements” to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, the Company’s senior management may make forward-looking statements orally to analysts, investors, the media and others.  This safe harbor requires that we specify important factors that could cause actual results to differ materially from those contained in forward-looking statements made by or on behalf of us. We cannot promise that our expectations in such forward-looking statements will turn out to be correct. Our actual results could be materially different from and worse than our expectations. See “Forward-Looking Statements” below for specific important factors that could cause actual results to differ materially from those contained in forward-looking statements.

 

Executive Summary and Overview

 

In this discussion, “Safety” refers to Safety Insurance Group, Inc. and “our Company,” “we,” “us” and “our” refer to Safety Insurance Group, Inc. and its consolidated subsidiaries. Our subsidiaries consist of Safety Insurance Company (“Safety Insurance”), Safety Indemnity Insurance Company (“Safety Indemnity”), Safety Property and Casualty Insurance Company (“Safety P&C”), Safety Asset Management Corporation (“SAMC”), and Safety Management Corporation, which is SAMC’s holding company.

 

We are a leading provider of private passenger and commercial automobile insurance in Massachusetts.  In addition to private passenger automobile insurance (which represented 56.7% of our direct written premiums in 2017), we offer a portfolio of other insurance products, including commercial automobile (15.7% of 2017 direct written premiums), homeowners (22.7% of 2017 direct written premiums), dwelling fire, umbrella and business owner policies (totaling 4.9% of 2017 direct written premiums).  Operating exclusively in Massachusetts, New Hampshire and Maine through our insurance company subsidiaries, Safety Insurance, Safety Indemnity, and Safety P&C (together referred to as the “Insurance Subsidiaries”), we have established strong relationships with independent insurance agents, who numbered 892 in 1,107 locations throughout these three states during 2017. We have used these relationships and our extensive knowledge of the market to become the fourth largest private passenger automobile carrier and the second largest commercial automobile carrier in Massachusetts, capturing an approximate 9.3% and 15.6% share, respectively, of the Massachusetts private passenger and commercial automobile markets in 2017, according to statistics compiled by CAR based on automobile exposures.  We also are the third largest homeowners insurance carrier in Massachusetts with a 7.3% share of that market.  We were ranked the 48 th  largest automobile writer in the country according to A.M. Best, based on 2016 direct written premiums.  We were incorporated under the laws of Delaware in 2001, but through our predecessors, we have underwritten insurance in Massachusetts since 1979.

Our Insurance Subsidiaries began writing insurance in New Hampshire during 2008 and Maine in 2016.  The table below shows the amount of direct written premiums and number of policies written in each state during the years ended December 31, 2017, 2016, and 2015.

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

Direct Written Premiums

2017

 

2016

 

2015

Massachusetts

$

799,427

 

$

785,376

 

$

762,999

New Hampshire

 

27,637

 

 

26,128

 

 

22,731

Maine

 

252

 

 

55

 

 

 -

Total

$

827,316

 

$

811,559

 

$

785,730

 

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Recent Trends and Events

 

Losses and loss adjustment expenses incurred for the year ended December 31, 2017 increased by $10,454, or 2.1%, to $503,887 from $493,433 for the comparable 2016 period. 

 

We define a “catastrophe” as an event that produces pre-tax losses before reinsurance in excess of $1,000 and involves multiple first-party policyholders, or an event that produces a number of claims in excess of a preset, per-event threshold of average claims in a specific area, occurring within a certain amount of time following the event.  Catastrophes are caused by various natural events including high winds, winter storms, tornadoes, hailstorms, and hurricanes.  The nature and level of catastrophes in any period cannot be reliably predicted. 

 

Catastrophe losses incurred by the type of event are shown in the following table.

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

Event

2017

 

2016

 

2015

Windstorms and hailstorms

$

6,700

 

$

 -

 

$

13,569

Tornado and windstorms

 

 -

 

 

 -

 

 

 -

Rainstorms

 

 -

 

 

 -

 

 

 -

Floods

 

 -

 

 

 -

 

 

 -

Icestorms and snowstorms

 

 -

 

 

8,854

 

 

167,367

Hurricane and tropical storms

 

 -

 

 

 -

 

 

 -

 

Total losses incurred (1)

$

6,700

 

$

8,854

 

$

180,936

 


(1)  Total losses incurred include losses plus defense and cost containment expenses and excludes adjusting and other claims settlement expenses.

On December 15, 2015, the Company filed for arbitration with a reinsurer in regards to the reinsurance recoverable resulting from the 2015 winter storm losses that are admissible under our contract.  The total amount of recoverable in dispute, which is based on our total incurred loss, was $20,918 and $22,838 as of December 31, 2017 and 2016, respectively.  The change in the recovery is attributable to changes in the total incurred loss for reserve development. On January 8, 2018 the Company received a final order from the panel of arbitrators in which the reinsurer would pay the Company $9,200 for settlement of all paid and outstanding losses. The remaining unrecovered amount of $11,718 was expensed in 2017.

   

At December 31, 2017 and December 31, 2016, the reinsurance recoverable on paid and unpaid loss and loss adjustment expenses related to the 2015 snow event from all reinsurers was $675 and $31,701, respectively. 

 

The following rate changes have been filed and approved by the insurance regulators of Massachusetts and New Hampshire in 2017 and 2016. Our Massachusetts private passenger automobile rates include a 13% commission rate for agents.

 

 

 

 

 

 

Line of Business

    

Effective Date

    

Rate Change

Massachusetts Private Passenger Automobile

 

July 15, 2017

 

3.6%

Massachusetts Commercial Automobile

 

April 1, 2017

 

3.8%

New Hampshire Commercial Automobile

 

March 1, 2017

 

6.1%

New Hampshire Homeowner

 

December 1, 2016

 

4.4%

New Hampshire Private Passenger Automobile

 

December 1, 2016

 

4.1%

Massachusetts Homeowner

 

November 1, 2016

 

3.6%

Massachusetts Private Passenger Automobile

 

July 15, 2016

 

5.8%

Massachusetts Commercial Automobile

 

March 15, 2016

 

5.5%

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Statutory Accounting Principles

Our results are reported in accordance with GAAP, which differ from amounts reported in accordance with statutory accounting principles ("SAP") as prescribed by insurance regulatory authorities, which in general reflect a liquidating, rather than going concern concept of accounting.  Specifically, under GAAP:

·

Policy acquisition costs such as commissions, premium taxes and other variable costs incurred which are directly related to the successful  acquisition of a new or renewal insurance contract are capitalized and amortized on a pro rata basis over the period in which the related premiums are earned, rather than expensed as incurred, as required by SAP.

 

·

Certain assets are included in the consolidated balance sheets whereas, under SAP, such assets are designated as "nonadmitted assets," and charged directly against statutory surplus. These assets consist primarily of premium receivables that are outstanding over ninety days, federal deferred tax assets in excess of statutory limitations, furniture, equipment, leasehold improvements and prepaid expenses.

 

·

Amounts related to ceded reinsurance are shown gross of ceded unearned premiums and reinsurance recoverables, rather than netted against unearned premium reserves and loss and loss adjustment expense reserves, respectively, as required by SAP.

 

·

Fixed maturities securities, which are classified as available-for-sale, are reported at current fair values, rather than at amortized cost, or the lower of amortized cost or market, depending on the specific type of security, as required by SAP.

 

·

The differing treatment of income and expense items results in a corresponding difference in federal income tax expense. Changes in deferred income taxes are reflected as an item of income tax benefit or expense, rather than recorded directly to surplus as regards policyholders, as required by SAP.  Admittance testing may result in a charge to unassigned surplus for non-admitted portions of deferred tax assets.  Under GAAP reporting, a valuation allowance may be recorded against the deferred tax asset and reflected as an expense.

 

Insurance Ratios

 

The property and casualty insurance industry uses the combined ratio as a measure of underwriting profitability.  The combined ratio is the sum of the loss ratio (losses and loss adjustment expenses incurred as a percent of net earned premiums) plus the expense ratio (underwriting and other expenses as a percent of net earned premiums, calculated on a GAAP basis).  The combined ratio reflects only underwriting results and does not include income from investments or finance and other service income.  Underwriting profitability is subject to significant fluctuations due to competition, catastrophic events, weather, economic and social conditions, and other factors. 

 

Our GAAP insurance ratios are presented in the following table for the periods indicated.

 

 

 

 

 

 

 

 

 

 

    

Years Ended December 31,

 

 

2017

 

2016

 

2015

 

GAAP ratios:

 

 

 

 

 

 

 

Loss ratio

 

65.1

%  

65.3

%  

83.0

%

Expense ratio

 

32.1

 

30.8

 

29.0

 

Combined ratio

 

97.2

%  

96.1

%  

112.0

%

 

Share-Based Compensation

 

On June 25, 2002, the Board of Directors of the Company (the "Board") adopted the 2002 Management Omnibus Incentive Plan (the "Incentive Plan"). The Incentive Plan provides for a variety of awards, including nonqualified stock options ("NQSOs"), stock appreciation rights and restricted stock ("RS") awards.

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On March 10, 2006, the Board approved amendments to the Incentive Plan, subject to shareholder approval, to (i) increase the number of shares of common stock available for issuance by 1,250,000 shares, (ii) remove obsolete provisions, and (iii) make other non-material changes. A total of 1,250,000 shares of common stock had previously been authorized for issuance under the Incentive Plan. The Incentive Plan, as amended, was approved by the shareholders at the 2006 Annual Meeting of Shareholders which was held on May 19, 2006. Under the Incentive Plan, as amended, the maximum number of shares of common stock with respect to which awards may be granted is 2,500,000. As of December 31, 2017, there were 209,087 shares available for future grant. The Board and the Compensation Committee intend to issue more awards under the Incentive Plan in the future. Grants outstanding under the Incentive Plan as of December 31, 2017, were comprised of 198,746 restricted shares.

Grants made under the Incentive Plan during the years 2013 through 2017 were as follows.

 

 

 

 

 

 

 

 

 

 

 

Type of

    

    

    

Number of

    

 

Fair

    

    

Equity

 

 

 

Awards

 

 

Value per

 

 

Awarded

    

Effective Date

    

Granted

    

 

Share

 

Vesting Terms

RS - Service

 

March 11, 2013

 

28,988

 

$

46.96

(1)

3 years,  30%-30%-40%

RS - Performance

 

March 11, 2013

 

35,429

 

$

43.90

(2)

3 years,  cliff vesting (4)

RS

 

March 11, 2013

 

4,000

 

$

46.96

(1)

No vesting period (3)

RS - Service

 

March 27, 2013

 

22,485

 

$

48.65

(1)

5 years, 20% annually (5)

RS - Service

 

July 8, 2013

 

500

 

$

51.63

(1)

5 years, 20% annually (5)

RS - Service

 

August 5, 2013

 

1,659

 

$

54.26

(1)

3 years,  30%-30%-40%

RS - Performance

 

August 5, 2013

 

2,027

 

$

48.27

(2)

3 years,  cliff vesting (4)

RS - Service

 

March 11, 2014

 

24,426

 

$

54.35

(1)   

3 years, 30%-30%-40%

RS - Performance

 

March 11, 2014

 

27,928

 

$

58.09

(2)

3 years, cliff vesting (4)

RS

 

March 11, 2014

 

4,000

 

$

54.35

(1)

No vesting period (3)

RS - Service

 

March 24, 2014

 

20,588

 

$

53.64

(1)

5 years, 20% annually (5)

RS - Service

 

July 15, 2014

 

1,767

 

$

50.94

(1)   

3 years, 30%-30%-40%

RS - Performance

 

July 15, 2014

 

1,975

 

$

55.70

(2)

3 years, cliff vesting (4)

RS - Service

 

February 24, 2015

 

24,076

 

$

61.68

(1)   

3 years, 30%-30%-40%

RS - Service

 

February 24, 2015

 

17,321

 

$

61.68

(1)

5 years, 20% annually (5)

RS - Performance

 

February 24, 2015

 

35,932

 

$

63.73

(2)

3 years, cliff vesting (4)

RS

 

February 24, 2015

 

4,000

 

$

61.68

(1)

No vesting period (3)

RS - Service

 

July 1. 2015

 

1,546

 

$

58.21

(1)   

3 years, 30%-30%-40%

RS - Performance

 

July 1. 2015

 

1,790

 

$

61.45

(2)

3 years, cliff vesting (4)

RS - Service

 

February 23, 2016

 

24,479

 

$

56.07

(1)

3 years, 30%-30%-40%

RS - Service

 

February 23, 2016

 

17,077

 

$

56.07

(1)

5 years, 20% annually (5)

RS - Performance

 

February 23, 2016

 

34,626

 

$

60.72

(2)

3 years, cliff vesting (4)

RS

 

February 23, 2016

 

4,000

 

$

56.07

(1)

No vesting period (3)

RS

 

March 31, 2016

 

1,000

 

$

57.06

(1)

No vesting period (3)

RS - Performance

 

April 1, 2016

 

10,000

 

$

61.38

(2)

3 years, cliff vesting (4)

RS - Service

 

February 22, 2017

 

19,120

 

$

73.55

(1)

3 years, 30%-30%-40%

RS - Service

 

February 22, 2017

 

16,106

 

$

73.55

(1)

5 years, 20% annually (5)

RS - Performance

 

February 22, 2017

 

29,829

 

$

74.96

(2)

3 years, cliff vesting (4)

RS

 

February 22, 2017

 

4,000

 

$

73.55

(1)

No vesting period (3)

RS

 

July 1, 2017

 

1,000

 

$

68.30

(1)

No vesting period (3)

 


(1)  The fair value per share of the restricted stock grant is equal to the closing price of our common stock on the grant date.

(2)  The fair value per share of the restricted stock grant is equal to the performance-based restricted stock award calculation.

(3)  Board of Director members must maintain stock ownership equal to at least four times their annual retainer. This requirement must be met within five years of becoming a director.

(4)  The shares represent performance-based restricted shares award.  Vesting of these shares is dependent upon the attainment of pre-established performance objectives, and any difference between shares granted and shares earned at the end of the performance period will be reported at the conclusion of the performance period.

(5)  The shares represent awards granted to non-executive employees and vest ratable over a five-year service period.

 

Reinsurance

 

We reinsure with other insurance companies a portion of our potential liability under the policies we have underwritten, thereby protecting us against an unexpectedly large loss or a catastrophic occurrence that could produce large losses, primarily in our homeowners line of business.  We use various software products to measure our exposure to catastrophe losses and the probable maximum loss to us for catastrophe losses such as hurricanes.  The models include

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estimates for our share of the catastrophe losses generated in the residual market for property insurance by the Massachusetts Property Insurance Underwriting Association (“FAIR Plan”).  The reinsurance market has seen from the various software modelers, increases in the estimate of damage from hurricanes in the southern and northeast portions of the United States due to revised estimations of increased hurricane activity and increases in the estimation of demand surge in the periods following a significant event.  We continue to manage and model our exposure and adjust our reinsurance programs as a result of the changes to the models.  As of January 1, 2017, we have purchased four layers of excess catastrophe reinsurance providing $615,000 of coverage for property losses in excess of $50,000 up to a maximum of $665,000.  Our reinsurers’ co-participation is 65.0% of $100,000 for the 1st layer, 80.0% of $280,000 for the 2nd layer, 80.0% of $135,000 for the 3rd layer and 80.0% of $100,000 for the 4th layer. As a result of the changes to the models, and our revised reinsurance program, our catastrophe reinsurance in 2017 protects us in the event of a “130-year storm” (that is, a storm of a severity expected to occur once in a 130-year period).  Swiss Re, our primary reinsurer, maintains an A.M. Best rating of “A+” (Superior).  Most of our other reinsurers have an A.M. Best rating of “A+” (Superior) or “A” (Excellent).

 

We are a participant in CAR, a state-established body that runs the residual market reinsurance programs for commercial automobile insurance in Massachusetts under which premiums, expenses, losses and loss adjustment expenses on ceded business are shared by all insurers writing commercial automobile insurance in Massachusetts.  We also participate in the FAIR Plan in which premiums, expenses, losses and loss adjustment expenses on homeowners business that cannot be placed in the voluntary market are shared by all insurers writing homeowners insurance in Massachusetts.  The FAIR Plan buys reinsurance to reduce their exposure to catastrophe losses.  On July 1, 2017, the FAIR Plan purchased $2,000,000 of catastrophe reinsurance for property losses with retention of $100,000. 

 

On December 15, 2015, the Company filed for arbitration with a reinsurer in regards to the reinsurance recoverable resulting from the 2015 winter storm losses that are admissible under our contract.  The total amount of recoverable in dispute, which is based on our total incurred loss, was $20,918 and $22,838 as of December 31, 2017 and 2016, respectively.  The change in the recovery is attributable to changes in the total incurred loss for reserve development.  On January 8, 2018 the Company received a final order from the panel of arbitrators in which the reinsurer would pay the Company $9,200 for settlement of all paid and outstanding losses. The remaining unrecovered amount of $11,718 was expensed in 2017. 

 

At December 31, 2017 and December 31, 2016, the reinsurance recoverable on paid and unpaid loss and loss adjustment expenses related to the 2015 snow event from all reinsuers was $675 and $31,701, respectively. 

 

We also had $104,992 due from CAR comprising of loss and loss adjustment expense reserves, unearned premiums and reinsurance recoverables.

 

Effects of Inflation

 

  We do not believe that inflation has had a material effect on our consolidated results of operations, except insofar as inflation may affect interest rates.

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Table of Contents

 

Results of Operations

 

The following table shows certain of our selected financial results.

 

 

 

 

 

 

 

 

 

 

 

 

 

    

    

Years Ended December 31,

 

    

    

2017

 

2016

 

 

2015

Direct written premiums

 

 

$

827,316

 

$

811,559

 

$

785,730

Net written premiums

 

 

$

781,054

 

$

766,470

 

$

746,180

Net earned premiums

 

 

$

774,420

 

$

755,760

 

$

738,164

Net investment income

 

 

 

38,758

 

 

38,413

 

 

40,534

Earnings from partnership investments

 

 

 

2,082

 

 

3,185

 

 

2,387

Net realized gains (losses) on investments

 

 

 

6,036

 

 

5,559

 

 

(469)

Net impairment losses on investments

 

 

 

(256)

 

 

(798)

 

 

(796)

Finance and other service income

 

 

 

18,073

 

 

17,703

 

 

18,133

Total revenue

 

 

 

839,113

 

 

819,822

 

 

797,953

Loss and loss adjustment expenses

 

 

 

503,887

 

 

493,433

 

 

612,569

Underwriting, operating and related expenses

 

 

 

248,436

 

 

233,017

 

 

213,939

Interest expense

 

 

 

90

 

 

90

 

 

90

Total expenses

 

 

 

752,413

 

 

726,540

 

 

826,598

Income (loss) before income taxes

 

 

 

86,700

 

 

93,282

 

 

(28,645)

Income tax expense (credit)

 

 

 

24,313

 

 

28,697

 

 

(14,792)

Net income (loss)

 

 

$

62,387

 

$

64,585

 

$

(13,853)

Earnings  (loss) per weighted average common share:

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$

4.13

 

$

4.29

 

$

(0.93)

Diluted

 

 

$

4.10

 

$

4.27

 

$

(0.93)

Cash dividends paid per common share

 

 

$

3.00

 

$

2.80

 

$

2.80

 

YEAR ENDED DECEMBER 31, 2017 COMPARED TO YEAR ENDED 2016

 

Direct Written Premiums.   Direct written premiums for the year ended December 31, 2017 increased by $15,757, or 1.9%, to $827,316 from $811,559 for the comparable 2016 period. The 2017 increase occurred in our private passenger, commercial automobile and homeowners business lines which experienced increases of 3.3%, 2.3% and 4.0% respectively, in average written premium per exposure. Written exposures increased by 5.0% in our commercial automobile line and decreased by 3.0% in our private passenger automobile line and 1.0% in our homeowners line, respectively.

 

Net Written Premiums.   Net written premiums for the year ended December 31, 2017 increased by $14,584, or 1.9%, to $781,054 from $766,470 for the comparable 2016 period.  The 2017 increase was primarily due to the factors that increased direct written premiums.

 

Net Earned Premiums.   Net earned premiums for the year ended December 31, 2017 increased by $18,660, or 2.5%, to $774,420 from $755,760 for the comparable 2016 period. The 2017 increase was primarily due to the factors that increased direct written premiums.

 

40


 

The effect of reinsurance on net written and net earned premiums is presented in the following table.

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2017

    

2016

Written Premiums

 

 

 

 

 

 

Direct

 

$

827,316

 

$

811,559

Assumed

 

 

34,214

 

 

30,424

Ceded

 

 

(80,476)

 

 

(75,513)

Net written premiums

 

$

781,054

 

$

766,470

 

 

 

 

 

 

 

Earned Premiums

 

 

 

 

 

 

Direct

 

$

818,804

 

$

796,366

Assumed

 

 

32,502

 

 

29,544

Ceded

 

 

(76,886)

 

 

(70,150)

Net earned premiums

 

$

774,420

 

$

755,760

 

Net Investment Income.   Net investment income for the year ended December 31, 2017 increased by $345, or 0.9%, to $38,758 from $38,413 for the comparable 2016 period. Net effective annual yield on the investment portfolio was 3.1% for each of the years ended December 31, 2017 and December 31, 2016. Our duration was 3.7 years at December 31, 2017, compared to 4.3 years at December 31, 2016.    

 

Earnings from Partnership Investments.  Earnings from partnership investments were $2,082 for the year ended December 31, 2017 compared to $3,185 for the year ended December 31, 2016. 

 

Realized Gains on Investments.   Net realized gains on investments were $6,036 for the year ended December 31, 2017 compared to $5,559 for the comparable 2016 period. 

 

The gross unrealized gains and losses on investments in fixed maturity securities, equity securities, including interests in mutual funds, and other invested assets were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

 

 

 

 

 

 

 

 

Gross Unrealized Losses (3)

 

 

 

 

    

Cost or

    

Gross

    

Non-OTTI

    

OTTI

    

Estimated

 

 

Amortized

 

Unrealized

 

Unrealized

 

Unrealized

 

Fair

 

 

Cost

 

Gains

 

Losses

 

Losses (4)

 

Value

U.S. Treasury securities

 

$

1,809

 

$

 —

 

$

(18)

 

$

 —

 

$

1,791

Obligations of states and political subdivisions

 

 

391,806

 

 

12,244

 

 

(966)

 

 

 —

 

 

403,084

Residential mortgage-backed securities (1)

 

 

223,257

 

 

2,352

 

 

(2,843)

 

 

 —

 

 

222,766

Commercial mortgage-backed securities

 

 

39,268

 

 

415

 

 

(314)

 

 

 —

 

 

39,369

Other asset-backed securities

 

 

72,665

 

 

173

 

 

(225)

 

 

 —

 

 

72,613

Corporate and other securities

 

 

427,892

 

 

6,962

 

 

(2,451)

 

 

 —

 

 

432,403

Subtotal, fixed maturity securities 

 

 

1,156,697

 

 

22,146

 

 

(6,817)

 

 

 —

 

 

1,172,026

Equity securities (2)

 

 

90,481

 

 

21,995

 

 

(609)

 

 

 —

 

 

111,867

Other invested assets (5)

 

 

23,162

 

 

 —

 

 

 —

 

 

 —

 

 

23,162

Totals

 

$

1,270,340

 

$

44,141

 

$

(7,426)

 

$

 —

 

$

1,307,055

 


(1)  Residential mortgage-backed securities consists of obligations of U.S. Government agencies including collateralized mortgage obligations issued, guaranteed and/or insured by the following issuers: Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA) and the Federal Home Loan Bank (FHLB).

(2)  Equity securities include interests in mutual funds held to fund the Company’s executive deferred compensation plan.

(3)  Our investment portfolio included 367 securities in an unrealized loss position at December 31, 2017.

(4)  Amounts in this column represent other-than-temporary impairment (“OTTI”) recognized in accumulated other comprehensive income.

(5)  Other invested assets are accounted for under the equity method which approximates fair value.

 

41


 

The composition of our fixed income security portfolio by Moody’s rating was as follows:

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

 

 

    

Estimated

    

    

 

 

 

Fair Value

 

Percent

 

U.S. Treasury securities and obligations of U.S. Government agencies

 

$

222,766

 

19.0

%

Aaa/Aa

 

 

411,794

 

35.1

 

A

 

 

239,015

 

20.4

 

Baa

 

 

142,176

 

12.1

 

Ba

 

 

51,205

 

4.4

 

B

 

 

75,673

 

6.5

 

Caa/Ca

 

 

7,087

 

0.6

 

D

 

 

248

 

 -

 

Not rated

 

 

22,062

 

1.9

 

Total 

 

$

1,172,026

 

100.0

%

 

 

 

 

 

 

 

 

Ratings are generally assigned upon the issuance of the securities and are subject to revision on the basis of ongoing evaluations.  Ratings in the table are as of the date indicated.

 

As of December 31, 2017, our portfolio of fixed maturity investments was principally comprised of investment grade corporate fixed maturity securities, U.S. government and agency securities, and asset-backed securities. The portion of our non-investment grade portfolio of fixed maturity investments is primarily comprised of variable rate secured and senior bank loans and high yield bonds.   

 

The following table illustrates the gross unrealized losses included in our investment portfolio and the fair value of those securities, aggregated by investment category.  The table also illustrates the length of time that they have been in a continuous unrealized loss position as of December 31, 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

 

 

Less than 12 Months

 

12 Months or More

 

Total

 

    

Estimated

    

Unrealized

    

Estimated

    

Unrealized

    

Estimated

    

Unrealized

 

 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

Fair Value

 

Losses

U.S. Treasury securities

 

$

1,791

 

$

18

 

$

 —

 

$

 —

 

$

1,791

 

$

18

Obligations of states and political subdivisions

 

 

19,603

 

 

152

 

 

30,018

 

 

814

 

 

49,621

 

 

966

Residential mortgage-backed securities

 

 

126,713

 

 

1,724

 

 

39,638

 

 

1,119

 

 

166,351

 

 

2,843

Commercial mortgage-backed securities

 

 

5,457

 

 

30

 

 

8,027

 

 

284

 

 

13,484

 

 

314

Other asset-backed securities

 

 

25,769

 

 

167

 

 

18,270

 

 

58

 

 

44,039

 

 

225

Corporate and other securities

 

 

94,863

 

 

1,189

 

 

36,440

 

 

1,262

 

 

131,303

 

 

2,451

Subtotal, fixed maturity securities

 

 

274,196

 

 

3,280

 

 

132,393

 

 

3,537

 

 

406,589

 

 

6,817

Equity securities

 

 

4,730

 

 

361

 

 

2,420

 

 

248

 

 

7,150

 

 

609

Total temporarily impaired securities

 

$

278,926

 

$

3,641

 

$

134,813

 

$

3,785

 

$

413,739

 

$

7,426

 

 

 We reviewed the unrealized losses in our fixed income and equity portfolio as of December 31, 2017 for potential other-than-temporary asset impairments.  The Company held two debt securities at December 31, 2017 with a material (20% or greater) unrealized loss for four or more consecutive quarters that additionally had certain qualitative factors that led to an impairment charge.  As a result of our analysis, the Company recognized OTTI of $256 for the year ended December 31, 2017, which consisted entirely of credit losses related to fixed maturity securities.

 

Specific qualitative analysis was also performed for securities appearing on our “Watch List,” if any.  Qualitative analysis considered such factors as the financial condition and the near term prospects of the issuer, whether the debtor is current on its contractually obligated interest and principal payments, changes to the rating of the security by a rating agency and the historical volatility of the fair value of the security.

 

Of the $7,426 gross unrealized losses as of December 31, 2017, $984 relates to obligations of U.S. Treasuries, states and political subdivisions. The remaining $6,442 of gross unrealized losses relates primarily to holdings of investment grade asset-backed, corporate, other fixed maturity and equity securities.

 

42


 

The majority of unrealized losses recorded on the investment portfolio at December 31, 2017 resulted from fluctuations in market interest rates and other temporary market conditions as opposed to fundamental changes in the credit quality of the issuers of such securities.  Given our current level of liquidity, the fact that we do not intend to sell these securities, and that it is more likely than not that we will not be required to sell these securities prior to recovery of the cost basis of these securities, these decreases in values are viewed as being temporary.

 

For information regarding fair value measurements of our investment portfolio, refer to Item 8—Financial Statements and Supplementary Data, Note 14, Fair Value of Financial Instruments, of this Form 10-K.

 

Net Impairment Losses on Investments .   Net impairment losses on investments were $256 and $798 for the year ended December 31, 2017 and December 31, 2016

 

Finance and Other Service Income.   Finance and other service income include revenues from premium installment charges, which we recognize when earned, and other miscellaneous income and fees.  Finance and other service income increased by $370, or 2.1%, to $18,073 for the year ended December 31, 2017 from $17,703 for the comparable 2016 period.

 

Losses and Loss Adjustment Expenses.   Losses and loss adjustment expenses incurred for the year ended December 31, 2017 increased by $10,454, or 2.1%, to $503,887 from $493,433 for the comparable 2016 period. 

 

Our GAAP loss ratio for the year ended December 31, 2017 and 2016 was 65.1% and 65.3%, respectively. Our GAAP loss ratio excluding loss adjustment expenses was 57.5% and 56.8% for the year ended December 31, 2017 and 2016, respectively. Total prior year favorable development included in the pre-tax results for the year ended December 31, 2017 was $41,784, compared to $45,448, for the comparable 2016 period.

 

Underwriting, Operating and Related Expenses.   Underwriting, operating and related expenses for the year ended December 31, 2017 increased by $15,419, or 6.6%, to $248,436 from $233,017 for the comparable 2016 period. Our GAAP expense ratio for the year ended December 31, 2017 increased to 32.1% from 30.8% for the comparable 2016 period.  The increase in underwriting, operating and related expenses and the expense ratio is attributable to increases in contingent commissions and nonrecurring legal fees related to reinsurance arbitration.

 

Interest Expenses.   Interest expense was $90 for each of the years ended December 31, 2017 and 2016. The credit facility commitment fee included in interest expense was $75 for each of the years ended December 31, 2017 and 2016.

 

Income Tax Expense (Credit).   Our effective tax rates were 28.0% and 30.8% for the years ended December 31, 2017 and 2016, respectively. The effective rate in 2017 was lower than the statutory rate of 35.0% primarily due to adjustments for tax-exempt investment income and the impact of the re-measurement of the net deferred tax liability as a result of the enactment of the TCJA.  

 

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “TCJA”) was enacted, which significantly amends the Internal Revenue Code of 1986. The TCJA, among other things, reduces the corporate tax rate from a statutory rate of 35% to 21%, imposes additional limitations on net operating losses and executive compensation, allows for the full expensing of certain capital expenditures, and enacts other changes impacting the insurance industry.    The impact of the tax rate change has been recorded through the Statement of Operations for the year ended December 31, 2017.

 

SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (which we refer to as SAB 118) describes three scenarios associated with a company’s status of accounting for income tax reform. Under the SAB 118 guidance, we have determined that while our accounting for the following elements are incomplete, we are able to make reasonable estimates for certain effects of tax reform.  As of the date of this Annual Report on Form 10-K, we are continuing to evaluate the accounting impactions of the TCJA as we continue to assemble and analyze all the information required to prepare and analyze these effects and await additional guidance from the U.S. Treasury Department, Internal Revenue Service or other standard-setting bodies.  Additionally, we continue to analyze other information and regulatory guidance and accordingly we may record additional provisional amounts or adjustments to provisional amounts in future periods.

43


 

 

 

Net Income. Net income for the year ended December 31, 2017 was $62,387 compared to a net income of $64,585 for the comparable 2016 period.

 

The TCJA modified the provisions applicable to the determination of the tax basis of unpaid loss reserves.  These modifications impact the payment pattern and applicable interest rate.  The TCJA instructed the Treasury to provide discount factors and other guidance necessary to determine the necessary transition adjustment.  This information has not been released; accordingly, we have applied the law existing prior to the enactment of the TCJA.  These provisions would have no effect on the net deferred tax liability as of December 31, 2017 or the total tax expense for the year ended December 31, 2017.  We estimate that the loss reserve change will have no impact on our results of operation.

 

 

YEAR ENDED DECEMBER 31, 2016 COMPARED TO YEAR ENDED 2015

 

Direct Written Premiums.   Direct written premiums for the year ended December 31, 2016 increased by $25,829, or 3.3%, to $811,559 from $785,730 for the comparable 2015 period.  The 2016 increases occurred primarily in our commercial automobile and homeowners business lines which experienced increases of 7.5% and 7.4%, respectively, in average written premium per exposure.  Written exposures increased by 3.8% and decreased by 0.5% in our commercial automobile and homeowners lines, respectively.  Our private passenger line also experienced an increase of 3.1% in average written premium per exposure.

 

Net Written Premiums.   Net written premiums for the year ended December 31, 2016 increased by $20,290, or 2.7%, to $766,470 from $746,180 for the comparable 2015 period. The 2016 increase was primarily due to the factors that increased direct written premiums.

 

Net Earned Premiums.   Net earned premiums for the year ended December 31, 2016 increased by $17,596, or 2.4%, to $755,760 from $738,164 for the comparable 2015 period. The 2016 increase was primarily due to the factors that increased direct written premiums.

 

The effect of reinsurance on net written and net earned premiums is presented in the following table.

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

    

2016

    

2015

 

Written Premiums

 

 

 

 

 

 

 

Direct

 

$

811,559

 

$

785,730

 

Assumed

 

 

30,424

 

 

28,322

 

Ceded

 

 

(75,513)

 

 

(67,872)

 

Net written premiums

 

$

766,470

 

$

746,180

 

 

 

 

 

 

 

 

 

Earned Premiums

 

 

 

 

 

 

 

Direct

 

$

796,366

 

$

776,633

 

Assumed

 

 

29,544

 

 

25,819

 

Ceded

 

 

(70,150)

 

 

(64,288)

 

Net earned premiums

 

$

755,760

 

$

738,164

 

 

Net Investment Income.   Net investment income for the year ended December 31, 2016 decreased by $2,121, or 5.2%, to $38,413 from $40,534 for the comparable 2015 period. The decrease is a result of changes in the average invested asset balance as a result of investment proceeds used in the payment of claims resulting from the 2015 winter events and increases in fixed maturity amortization. Net effective annual yield on the investment portfolio was 3.1% for the year ended December 31, 2016 compared to 3.3% for the year ended December 31, 2015. Our duration was 4.3 years at December 31, 2016 up from 4.1 years at December 31, 2015.    

 

44


 

Earnings from Partnership Investments. Earnings from partnership investments were $3,185 for the year ended December 31, 2016 compared to $2,387 for the year ended December 31, 2015.

 

Net Realized Gains (Losses) on Investments.   Net realized gains on investments were $5,559 for the year ended December 31, 2016 compared to net realized losses on investments of $469 for the comparable 2015 period.  The increase is a result of sales of equity securities during 2016.

 

The gross unrealized gains and losses on investments in fixed maturity securities, equity securities, including interests in mutual funds, and other invested assets were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

 

 

 

 

 

 

 

 

Gross Unrealized Losses (3)

 

 

 

 

    

Cost or

    

Gross

    

Non-OTTI

    

OTTI

    

Estimated

 

 

Amortized

 

Unrealized

 

Unrealized

 

Unrealized

 

Fair

 

 

Cost

 

Gains

 

Losses

 

Losses (4)

 

Value

U.S. Treasury securities

 

$

302

 

$

 —

 

$

 —

 

$

 —

 

$

302

Obligations of states and political subdivisions

 

 

382,811

 

 

11,534

 

 

(3,912)

 

 

 —

 

 

390,433

Residential mortgage-backed securities (1)

 

 

252,031

 

 

3,256

 

 

(2,656)

 

 

 —

 

 

252,631

Commercial mortgage-backed securities

 

 

35,695

 

 

191

 

 

(432)

 

 

 —

 

 

35,454

Other asset-backed securities

 

 

70,411

 

 

89

 

 

(90)

 

 

 —

 

 

70,410

Corporate and other securities

 

 

401,413

 

 

7,070

 

 

(3,444)

 

 

 —

 

 

405,039

Subtotal, fixed maturity securities 

 

 

1,142,663

 

 

22,140

 

 

(10,534)

 

 

 —

 

 

1,154,269

Equity securities (2)

 

 

92,326

 

 

15,504

 

 

(2,735)

 

 

 —

 

 

105,095

Other invested assets (5)

 

 

21,142

 

 

 —

 

 

 —

 

 

 —

 

 

21,142

Totals

 

$

1,256,131

 

$

37,644

 

$

(13,269)

 

$

 —

 

$

1,280,506

 


(1)  Residential mortgage-backed securities consists of obligations of U.S. Government agencies including collateralized mortgage obligations issued, guaranteed and/or insured by the following issuers: Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA) and the Federal Home Loan Bank (FHLB).

(2)  Equity securities include interests in mutual funds held to fund the Company’s executive deferred compensation plan.

(3)  Our investment portfolio included 343 securities in an unrealized loss position at December 31, 2016.

(4)   Amounts in this column represent other-than-temporary impairment (“OTTI”) recognized in accumulated other comprehensive income.

(5)   Other invested assets are accounted for under the equity method which is used as a proxy for fair value.

 

The composition of our fixed income security portfolio by Moody’s rating was as follows:

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

 

 

    

Estimated

    

    

 

 

 

Fair Value

 

Percent

 

U.S. Treasury securities and obligations of U.S. Government agencies

 

$

252,989

 

22.0

%

Aaa/Aa

 

 

390,432

 

33.8

 

A

 

 

237,787

 

20.6

 

Baa

 

 

124,340

 

10.8

 

Ba

 

 

40,667

 

3.5

 

B

 

 

68,449

 

5.9

 

Caa

 

 

11,072

 

1.0

 

C  

 

 

416

 

 -

 

D

 

 

355

 

 -

 

Not rated

 

 

27,762

 

2.4

 

Total 

 

$

1,154,269

 

100.0

%

 

Ratings are generally assigned upon the issuance of the securities and are subject to revision on the basis of ongoing evaluations. Ratings in the table are as of the date indicated.

 

As of December 31, 2016, our portfolio of fixed maturity investments was principally comprised of investment grade corporate fixed maturity securities, U.S. government and agency securities, and asset-backed securities. The portion of our non-investment grade portfolio of fixed maturity investments is primarily comprised of variable rate secured and senior bank loans and high yield bonds. We have no exposure to European sovereign debt. 

 

45


 

The following table illustrates the gross unrealized losses included in our investment portfolio and the fair value of those securities, aggregated by investment category.  The table also illustrates the length of time that they have been in a continuous unrealized loss position as of December 31, 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

 

 

Less than 12 Months

 

12 Months or More

 

Total

 

    

Estimated

    

Unrealized

    

Estimated

    

Unrealized

    

Estimated

    

Unrealized

 

 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

Fair Value

 

Losses

U.S. Treasury securities

 

$

301

 

$

 —

 

$

 —

 

$

 —

 

$

301

 

$

 —

Obligations of states and political subdivisions

 

 

79,960

 

 

3,912

 

 

 —

 

 

 —

 

 

79,960

 

 

3,912

Residential mortgage-backed securities

 

 

182,265

 

 

2,476

 

 

4,595

 

 

180

 

 

186,860

 

 

2,656

Commercial mortgage-backed securities

 

 

15,521

 

 

432

 

 

 —

 

 

 —

 

 

15,521

 

 

432

Other asset-backed securities

 

 

31,869

 

 

90

 

 

 —

 

 

 —

 

 

31,869

 

 

90

Corporate and other securities

 

 

118,625

 

 

2,044

 

 

17,531

 

 

1,400

 

 

136,156

 

 

3,444

Subtotal, fixed maturity securities

 

 

428,541

 

 

8,954

 

 

22,126

 

 

1,580

 

 

450,667

 

 

10,534

Equity securities

 

 

6,364

 

 

315

 

 

14,841

 

 

2,420

 

 

21,205

 

 

2,735

Total temporarily impaired securities

 

$

434,905

 

$

9,269

 

$

36,967

 

$

4,000

 

$

471,872

 

$

13,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016, we held insured investment securities of approximately $4,578, which represented approximately 0.4% of our total investments.  Approximately $232 of these securities are pre-refunded, meaning that funds have been set aside in escrow to satisfy the future interest and principal obligations of the bond.

 

The following table shows our insured investment securities that are backed by financial guarantors including pre-refunded securities as of December 31, 2016.  We do not have any direct investment holdings in a financial guarantee insurance company.

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

 

    

    

 

    

                       

    

  Exposure Net  

 

 

 

 

 

Pre-refunded

 

of Pre-refunded

 

 

Total

 

Securities

 

Securities

Municipal bonds

 

 

 

 

 

 

 

 

 

Ambac Assurance Corporation

 

$

 -

 

$

 -

 

$

 -

Financial Guaranty Insurance Company

 

 

232

 

 

232

 

 

 -

Assured Guaranty Municipal Corporation

 

 

 -

 

 

 -

 

 

 -

National Public Finance Guaranty Corporation

 

 

4,346

 

 

 -

 

 

4,346

Total

 

$

4,578

 

$

232

 

$

4,346

 

The Moody's ratings of our insured investments held at December 31, 2016 are essentially the same with or without the investment guarantees.

 

We reviewed the unrealized losses in our fixed income and equity portfolio as of December 31, 2016 for potential other-than-temporary asset impairments. The Company held five debt securities at December 31, 2016 with a material (20.0% or greater) unrealized loss for four or more consecutive quarters that additionally had certain qualitative factors that led to an impairment charge. As a result of our analysis, the Company recognized OTTI of $798 for the year ended December 31, 2016, which consisted entirely of credit losses related to fixed maturity securities.

 

Specific qualitative analysis was performed for securities appearing on our “Watch List,” if any.  Qualitative analysis considered such factors as the financial condition and the near term prospects of the issuer, whether the debtor is current on its contractually obligated interest and principal payments, changes to the rating of the security by a rating agency and the historical volatility of the fair value of the security.

 

Of the $13,269 gross unrealized losses as of December 31, 2016, $3,912 relates to obligations of U.S. Treasuries, states and political subdivisions. The remaining $9,357 of gross unrealized losses relates primarily to holdings of investment grade asset-backed, corporate, other fixed maturity and equity securities.

 

46


 

The majority of the unrealized losses recorded on the investment portfolio at December 31, 2016 resulted from fluctuations in market interest rates and other temporary market conditions as opposed to fundamental changes in the credit quality of the issuers of such securities.  Given our current level of liquidity, the fact that we do not intend to sell these securities, and that it is more likely than not that we will not be required to sell these securities prior to recovery of the cost basis of these securities, these decreases in values are viewed as being temporary.

 

For information regarding fair value measurements of our investment portfolio, refer to Item 8—Financial Statements and Supplementary Data, Note 14, Fair Value of Financial Instruments, of this Form 10-K.

 

Net Impairment Losses on Investments. Net impairment losses on investments were $798 and $796 for the year ended December 31, 2016 and December 31, 2015.

 

Finance and Other Service Income.   Finance and other service income include revenues from premium installment charges, which we recognize when earned, and other miscellaneous income and fees.  Finance and other service income decreased by $430, or 2.4%, to $17,703 for the year ended December 31, 2016 from $18,133 for the comparable 2015 period.

 

Losses and Loss Adjustment Expenses.   Losses and loss adjustment expenses incurred for the year ended December 31, 2016 decreased by $119,136, or 19.4%, to $493,433 from $612,569 for the comparable 2015 period due to the winter snowfall catastrophe in 2015.  

 

Our GAAP loss ratio for the years ended December 31, 2016 and 2015 was 65.3% and 83.0%, respectively.  Our GAAP loss ratio excluding loss adjustment expenses was 56.8% and 72.9% for the years ended December 31, 2016 and 2015, respectively.  Total prior year favorable development included in the pre-tax results for the year ended December 31, 2016 was $45,448, compared to $30,313, for the comparable 2015 period.

 

Underwriting, Operating and Related Expenses.   Underwriting, operating and related expenses for the year ended December 31, 2016 increased by $19,078, or 8.9%, to $233,017 from $213,939 for the comparable 2015 period. Our GAAP expense ratios for the year ended December 31, 2016 increased to 30.8% from 29.0% for the comparable 2015 period. The increase in underwriting, operating and related expense and the expense ratio is attributable to increases in contingent commissions and bonus compensation.

 

Interest Expenses.   Interest expense was $90 for each of the years ended December 31, 2016 and 2015. The credit facility commitment fee included in interest expense was $75 for each of the years ended December 31, 2016 and 2015.

 

Income Tax Expense (Credit).   Our effective tax rates were 30.8% and 51.6% for the years ended December 31, 2016 and 2015, respectively.  The effective rate in 2016 was lower than the statutory rate of 35.0% primarily due to adjustments for tax-exempt investment income. The effective rate for 2015 is the result of the net loss of the Company, which is increased by the adjustments for tax-exempt interest income.

 

Net Income (Loss).   Net income for the year ended December 31, 2016 was $64,585 compared to a net loss of $13,853 for the comparable 2015 period. 

47


 

Liquidity and Capital Resources

 

As a holding company, Safety’s assets consist primarily of the stock of our direct and indirect subsidiaries.  Our principal source of funds to meet our obligations and pay dividends to shareholders, therefore, is dividends and other permitted payments from our subsidiaries, principally Safety Insurance.  Safety is the borrower under our credit facility.

 

Safety Insurance’s sources of funds primarily include premiums received, investment income and proceeds from sales and redemptions of investments.  Safety Insurance’s principal uses of cash are the payment of claims, operating expenses and taxes, the purchase of investments and payment of dividends to Safety.

 

Net cash provided by operating activities was $82,040, $98,824, and $22,891 during the years ended December 31, 2017, 2016, and 2015, respectively.  Our operations typically generate positive cash flows from operations as most premiums are received in advance of the time when claim and benefit payments are required.  Cash flows from operations in the year ended 2015 were lower than the years ended 2017 and 2016  due to the increased claims activity resulting from the 2015 winter events.  These positive operating cash flows are expected to continue to meet our liquidity requirements.

 

Net cash used for investing activities was $14,924 and $84,252 for the years ended December 31, 2017 and December 31, 2016, respectively, as purchases of fixed maturity and equity securities exceeded sales, paydowns, calls and maturities of fixed maturity and equity securities. Net cash provided by investing activities was $23,845 during the year ended December 31, 2015, as sales, paydowns, calls and maturities of fixed maturities and equity securities exceeded purchases of fixed maturity and equity securities due to the payment of claims resulting from the 2015 winter events.

 

Net cash used for financing activities was $45,460, $42,014, and $41,697 during the years ended December 31, 2017, 2016 and 2015, respectively.  Net cash used for financing activities is primarily comprised of dividend payments to shareholders and the acquisition of treasury stock.  

 

The Insurance Subsidiaries maintain a high degree of liquidity within their respective investment portfolios in fixed maturity and short-term investments.  We do not anticipate the need to sell these securities to meet the Insurance Subsidiaries cash requirements.  We expect the Insurance Subsidiaries to generate sufficient operating cash to meet all short-term and long-term cash requirements. However, there can be no assurance that unforeseen business needs or other items will not occur causing us to have to sell securities before their values fully recover; thereby causing us to recognize additional impairment charges in that time period.

 

Credit Facility

 

For information regarding our Credit Facility, please refer to Item 8—Financial Statements and Supplementary Data, Note 8, Debt, of this Form 10-K.

 

Recent Accounting Pronouncements

 

For information regarding Recent Accounting Pronouncements,  please refer to Item 8—Financial Statements and Supplementary Data, Note 2, Summary of Significant Accounting Policies, of this Form 10-K.

 

 

Regulatory Matters

 

Our insurance company’s subsidiaries are subject to various regulatory restrictions that limit the maximum amount of dividends available to be paid to their parent without prior approval of the Commissioner.  The Massachusetts statute limits the dividends an insurer may pay in any twelve-month period, without the prior permission of the Commissioner, to the greater of (i) 10% of the insurer’s surplus as of the preceding December 31 or (ii) the insurer’s net income for the twelve-month period ending the preceding December 31, in each case determined in accordance with statutory accounting practices. Our Insurance Subsidiaries may not declare an “extraordinary dividend” (defined as any

48


 

dividend or distribution that, together with other distributions made within the preceding twelve months, exceeds the limits established by Massachusetts statute) until thirty days after the Commissioner has received notice of the intended dividend and has not objected.  As historically administered by the Commissioner, this provision requires the Commissioner’s prior approval of an extraordinary dividend. Under Massachusetts law, an insurer may pay cash dividends only from its unassigned funds, also known as earned surplus, and the insurer’s remaining surplus must be both reasonable in relation to its outstanding liabilities and adequate to its financial needs.  At year-end 2017, the statutory surplus of Safety Insurance was $617,577, and its net income for 2017 was $57,982.  As a result, a maximum of $61,758 is available in 2018 for such dividends without prior approval of the Commissioner. Under this Massachusetts statute, the Insurance Subsidiaries has restricted net assets in the amount of $555,819 at December 31, 2017. During the twelve months ended December 31, 2017, Safety Insurance recorded dividends to Safety of $41,826. 

 

The maximum dividend permitted by law is not indicative of an insurer’s actual ability to pay dividends, which may be constrained by business and regulatory considerations, such as the impact of dividends on surplus, which could affect an insurer’s ratings or competitive position, the amount of premiums that can be written and the ability to pay future dividends.

 

Since the initial public offering of its common stock in November 2002, the Company has paid regular quarterly dividends to shareholders of its common stock. Quarterly dividends paid during 2017 and 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

    

    

    

    

    

 

    

Total

Declaration

 

Record

 

Payment

 

Dividend per

 

Dividends Paid

Date

 

Date

 

Date

 

Common Share

 

and Accrued

February 16, 2016

 

March 1, 2016

 

March 15, 2016

 

$

0.70

 

$

10,554

May 3, 2016

 

June 1, 2016

 

June 15, 2016

 

$

0.70

 

$

10,610

August 3, 2016

 

September 1, 2016

 

September 15, 2016

 

$

0.70

 

$

10,611

November 1, 2016

 

December 1, 2016

 

December 15, 2016

 

$

0.70

 

$

10,615

February 15, 2017

 

March 1, 2017

 

March 15, 2017

 

$

0.70

 

$

10,674

May 3, 2017

 

June 1, 2017

 

June 15, 2017

 

$

0.70

 

$

10,665

August 2, 2017

 

September 1, 2017

 

September 15, 2017

 

$

0.80

 

$

12,183

November 1, 2017

 

December 1, 2017

 

December 15, 2017

 

$

0.80

 

$

12,167

 

On February 15, 2018, our Board approved and declared a quarterly cash dividend on our common stock of $0.80 per share to be paid on March 15, 2018 to shareholders of record on March 1, 2018.  We plan to continue to declare and pay quarterly cash dividends in 2018, depending on our financial position and the regularity of our cash flows.

 

On August 3, 2007, the Board of Directors approved a share repurchase program of up to $30,000 of the Company’s outstanding common shares.  As of December 31, 2017, the Board of Directors had cumulatively authorized increases to the existing share repurchase program of up to $150,000 of its outstanding common shares.  Under the program, the Company may repurchase shares of its common stock for cash in public or private transactions, in the open market or otherwise.  The timing of such repurchases and actual number of shares repurchased will depend on a variety of factors including price, market conditions and applicable regulatory and corporate requirements.  The program does not require us to repurchase any specific number of shares and may be modified, suspended or terminated at any time without prior notice.  At December 31, 2017 and December 31, 2016, the Company had purchased 2,279,570 shares at a cost of $83,835.

 

Management believes that the current level of cash flow from operations provides us with sufficient liquidity to meet our operating needs over the next 12 months.  We expect to be able to continue to meet our operating needs after the next 12 months from internally generated funds.  Since our ability to meet our obligations in the long term (beyond such twelve-month period) is dependent upon such factors as market changes, insurance regulatory changes and economic conditions, no assurance can be given that the available net cash flow will be sufficient to meet our operating needs.  We expect that we would need to borrow or issue capital stock if we needed additional funds, for example, to pay for an acquisition or a significant expansion of our operations.  There can be no assurance that sufficient funds for any of the foregoing purposes would be available to us at such time.

 

49


 

Off-Balance Sheet Arrangements

 

We have no material obligations under a guarantee contract meeting the characteristics identified in Accounting Standards Codification (“ASC”) 460, Guarantees.  We have no material retained or contingent interests in assets transferred to an unconsolidated entity.  We have no material obligations, including contingent obligations, under contracts that would be accounted for as derivative instruments.  We have no obligations, including contingent obligations, arising out of a variable interest in an unconsolidated entity held by, and material to, us, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.  We have no direct investments in real estate and no holdings of mortgages secured by commercial real estate.  Accordingly, we have no material off-balance sheet arrangements.

Contractual Obligations

We have obligations to make future payments under contracts and credit-related financial instruments and commitments.  At December 31, 2017, certain long-term aggregate contractual obligations and credit-related commitments are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments Due by Period

 

 

 

Within

 

 

Two to Three

 

 

Four to Five

 

 

After

 

 

 

 

 

 

One Year

 

 

Years

 

 

Years

 

 

Five Years

 

 

Total

Loss and LAE reserves

$

281,286

 

$

252,584

 

$

34,443

 

$

5,741

 

$

574,054

Operating leases

 

3,633

 

 

7,011

 

 

6,861

 

 

19,977

 

 

37,482

 

Total contractual obligations

$

284,919

 

$

259,595

 

$

41,304

 

$

25,718

 

$

611,536

 

As of December 31, 2017, the Company had loss and LAE reserves of $574,054, unpaid reinsurance recoverables of $83,085 and net loss and LAE reserves of $490,969.  Our loss and LAE reserves are estimates as described in more detail under Critical Accounting Policies and Estimates .  The specific amounts and timing of obligations related to case reserves, IBNR reserves and related LAE reserves are not set contractually, and the amounts and timing of these obligations are unknown.  Nonetheless, based upon our cumulative claims paid over the last ten years, the Company estimates that its loss and LAE reserves will be paid in the period shown above.  While management believes that historical performance of loss payment patterns is a reasonable source for projecting future claims payments, there is inherent uncertainty in this estimated projected settlement of loss and LAE reserves, and as a result these estimates will differ, perhaps significantly, from actual future payments. Our operations typically generate substantial positive cash flows from operations as most premiums are received in advance of the time when claim and benefit payments are required. These positive operating cash flows are expected to continue to meet our liquidity requirements, including any unexpected variations in the timing of claim settlements.

 

  As part of the Company’s investment activity, we have committed $60,000 to investments in limited partnerships and in a real estate investment trust.  The Company has contributed $30,240 to these commitments as of December 31, 2017.  As of December 31, 2017, the remaining committed capital due to be called is $29,760.

 

 

Critical Accounting Policies and Estimates

 

Loss and Loss Adjustment Expense Reserves.

 

Significant periods of time can elapse between the occurrence of an insured loss, the reporting to us of that loss and our final payment of that loss.  To recognize liabilities for unpaid losses, we establish reserves as balance sheet liabilities.  Our reserves represent estimates of amounts needed to pay reported and unreported losses and the expenses of investigating and paying those losses, or loss adjustment expenses.  Every quarter, we review our previously established reserves and adjust them, if necessary.

 

When a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate payment.  The amount of the reserve is primarily based upon an evaluation of the type of claim involved, the circumstances surrounding each claim and the policy provisions relating to the loss. The estimate reflects the informed

50


 

judgment of such personnel based on general insurance reserving practices and on the experience and knowledge of the claims person.  During the loss adjustment period, these estimates are revised as deemed necessary by our claims department based on subsequent developments and periodic reviews of the cases.  When a claim is closed with or without a payment, the difference between the case reserve and the settlement amount creates a reserve deficiency if the payment exceeds the case reserve or a reserve redundancy if the payment is less than the case reserve.

 

In accordance with industry practice, we also maintain reserves for estimated losses incurred but not yet reported (“IBNR”).  IBNR reserves are determined in accordance with commonly accepted actuarial reserving techniques on the basis of our historical information and experience.  We review and make adjustments to incurred but not yet reported reserves quarterly.  In addition, IBNR reserves can also be expressed as the total loss reserves required less the case reserves on reported claims.

 

When reviewing reserves, we analyze historical data and estimate the impact of various loss development factors, such as our historical loss experience and that of the industry, trends in claims frequency and severity, our mix of business, our claims processing procedures, legislative enactments, judicial decisions, legal developments in imposition of damages, and changes and trends in general economic conditions, including the effects of inflation.  A change in any of these factors from the assumption implicit in our estimate can cause our actual loss experience to be better or worse than our reserves, and the difference can be material.  There is no precise method, however, for evaluating the impact of any specific factor on the adequacy of reserves, because the eventual development of reserves is affected by many factors.

 

In estimating all our loss reserves, we follow the guidance prescribed by Accounting Standards Codification (“ASC”) 944, Financial Services – Insurance.

 

Management determines our loss and LAE reserves estimate based upon the analysis of our actuaries.  A reasonable estimate is derived by selecting a point estimate within a range of indications as calculated by our actuaries using generally accepted actuarial techniques. The key assumption in most actuarial analysis is that past patterns of frequency and severity will repeat in the future, unless a significant change in the factors described above takes place.  Our key factors and resulting assumptions are the ultimate frequency and severity of claims, based upon the most recent ten years of claims reported to the Company, and the data CAR reports to us to calculate our share of the residual market, as of the date of the applicable balance sheet.  For each accident year and each coverage within a line of business our actuaries calculate the ultimate losses incurred.  Our total reserves are the difference between the ultimate losses incurred and the cumulative loss and loss adjustment payments made to date.  Our IBNR reserves are calculated as the difference between our total reserves and the outstanding case reserves at the end of the accounting period.  To determine ultimate losses, our actuaries calculate a range of indications and select a point estimation using such actuarial techniques as:

 

·

Paid Loss Indications: This method projects ultimate loss estimates based upon extrapolations of historic paid loss trends. This method tends to be used on short tail lines such as automobile physical damage.

·

Incurred Loss Indications: This method projects ultimate loss estimates based upon extrapolations of historic incurred loss trends.  This method tends to be used on long tail lines of business such as automobile liability and homeowner’s liability.

·

Bornhuetter-Ferguson Indications: This method projects ultimate loss estimates based upon extrapolations of an expected amount of IBNR, which is added to current incurred losses or paid losses.  This method tends to be used on small, immature, or volatile lines of business, such as our BOP and umbrella lines of business.

·

Bodily Injury Code Indications: This method projects ultimate loss estimates for our private passenger and commercial automobile bodily injury coverage based upon extrapolations of the historic number of accidents and the historic number of bodily injury claims per accident. Projected ultimate bodily injury claims are then segregated into expected claims by type of injury (e.g. soft tissue injury vs. hard tissue injury) based on past experience.  An ultimate severity, or average paid loss amounts, is estimated based upon extrapolating historic trends. Projected ultimate loss estimates using this method are the aggregate of estimated losses by injury type.

51


 

 Such techniques assume that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for predicting our ultimate losses, total reserves and resulting IBNR reserves.  It is possible that the final outcome may fall above or below these amounts as a result of a number of factors, including immature data, sparse data, or significant growth in a line of business.  Using these methodologies our actuaries established a range of reasonably possible estimations for net reserves of approximately $440,918 to $510,166 as of December 31, 2017 compared to a range of $436,208 to $493,754 as of December 31, 2016.  In general, the low and high values of the ranges represent reasonable minimum and maximum values of the indications based on the techniques described above. Our selected point estimate of net loss and LAE reserves based upon the analysis of our actuaries was $490,969 as of December 31, 2017 compared to $476,597 as of December 31, 2016.

 The following tables present the point estimation of the recorded reserves and the range of estimations by line of business for net loss and LAE reserves as of December 31, 2017 and December 31, 2016. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

Line of Business

    

Low

    

Recorded

    

High

Private passenger automobile

 

$

215,048

 

$

244,057

 

$

246,950

Commercial automobile

 

 

82,929

 

 

90,083

 

 

93,377

Homeowners

 

 

81,395

 

 

88,954

 

 

92,894

All other

 

 

61,546

 

 

67,875

 

 

76,945

Total

 

$

440,918

 

$

490,969

 

$

510,166

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

Line of Business

    

Low

    

Recorded

    

High

Private passenger automobile

 

$

227,646

 

$

246,918

 

$

247,782

Commercial automobile

 

 

72,785

 

 

79,115

 

 

81,562

Homeowners

 

 

72,939

 

 

80,594

 

 

87,105

All other

 

 

62,838

 

 

69,970

 

 

77,305

Total

 

$

436,208

 

$

476,597

 

$

493,754

 

The following table presents our total net reserves and the corresponding case reserves and IBNR reserves for each line of business as of December 31, 2017 and December 31, 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

Line of Business

    

Case

    

IBNR

    

Total

Private passenger automobile

 

$

254,804

 

$

(11,084)

 

$

243,720

CAR assumed private passenger auto

 

 

22

 

 

315

 

 

337

Commercial automobile

 

 

53,570

 

 

8,603

 

 

62,173

CAR assumed commercial automobile

 

 

14,307

 

 

13,603

 

 

27,910

Homeowners

 

 

77,834

 

 

782

 

 

78,616

FAIR Plan assumed homeowners

 

 

3,174

 

 

7,164

 

 

10,338

All other

 

 

40,604

 

 

27,271

 

 

67,875

Total net reserves for losses and LAE

 

$

444,315

 

$

46,654

 

$

490,969

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

Line of Business

    

Case

    

IBNR

    

Total

Private passenger automobile

 

$

261,387

 

$

(14,827)

 

$

246,560

CAR assumed private passenger auto

 

 

65

 

 

293

 

 

358

Commercial automobile

 

 

50,155

 

 

7,863

 

 

58,018

CAR assumed commercial automobile

 

 

11,133

 

 

9,964

 

 

21,097

Homeowners

 

 

68,781

 

 

2,138

 

 

70,919

FAIR Plan assumed homeowners

 

 

3,654

 

 

6,021

 

 

9,675

All other

 

 

38,562

 

 

31,408

 

 

69,970

Total net reserves for losses and LAE

 

$

433,737

 

$

42,860

 

$

476,597

 

At December 31, 2017 and 2016, our total IBNR reserves for our private passenger automobile line of business were comprised of $(31,856) and $(36,629) related to estimated ultimate decreases in the case reserves, including anticipated recoveries (i.e. salvage and subrogation), and $20,772 and $21,802 related to our estimation for not yet reported losses, respectively.

 

52


 

Our IBNR reserves consist of our estimate of the total loss reserves required less our case reserves.  The IBNR reserves for CAR assumed commercial automobile business are 48.7% of our total reserves for CAR assumed commercial automobile business as of December 31, 2017 due to the reporting delays in the information we receive from CAR, as described further in the section on CAR Loss and Loss Adjustment Expense Reserves.  Our IBNR reserves for FAIR Plan assumed homeowners are 69.3% of our total reserves for FAIR Plan assumed homeowners at December 31, 2017 due to similar reporting delays in the information we receive from FAIR Plan. 

 

The following tables present information by line of business for our total net reserves and the corresponding retained (i.e. direct less ceded) reserves and assumed reserves as of December 31, 2017 and 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

Line of Business

    

 

Retained

    

 

Assumed

    

 

Net

Private passenger automobile

 

$

243,720

 

 

 

 

 

 

CAR assumed private passenger automobile

 

 

 

 

$

337

 

 

 

Net private passenger automobile

 

 

 

 

 

 

 

$

244,057

Commercial automobile

 

 

62,173

 

 

 

 

 

 

CAR assumed commercial automobile

 

 

 

 

 

27,910

 

 

 

Net commercial automobile

 

 

 

 

 

 

 

 

90,083

Homeowners

 

 

78,616

 

 

 

 

 

 

FAIR Plan assumed homeowners

 

 

 

 

 

10,338

 

 

 

Net homeowners

 

 

 

 

 

 

 

 

88,954

All other

 

 

67,875

 

 

 —

 

 

67,875

Total net reserves for losses and LAE

 

$

452,384

 

$

38,585

 

$

490,969

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

Line of Business

    

 

Retained

    

 

Assumed

    

 

Net

Private passenger automobile

 

$

246,560

 

 

 

 

 

 

CAR assumed private passenger automobile

 

 

 

 

$

358

 

 

 

Net private passenger automobile

 

 

 

 

 

 

 

$

246,918

Commercial automobile

 

 

58,018

 

 

 

 

 

 

CAR assumed commercial automobile

 

 

 

 

 

21,097

 

 

 

Net commercial automobile

 

 

 

 

 

 

 

 

79,115

Homeowners

 

 

70,919

 

 

 

 

 

 

FAIR Plan assumed homeowners

 

 

 

 

 

9,675

 

 

 

Net homeowners

 

 

 

 

 

 

 

 

80,594

All other

 

 

69,970

 

 

 -

 

 

69,970

Total net reserves for losses and LAE

 

$

445,467

 

$

31,130

 

$

476,597

 

Residual Market Loss and Loss Adjustment Expense Reserves

 

We are a participant in CAR, the FAIR Plan and other various residual markets and assume a portion of losses and LAE on business ceded by the industry participants to the residual markets.  We estimate reserves for assumed losses and LAE that have not yet been reported to us by the residual markets.  Our estimations are based upon the same factors we use for our own reserves, plus additional factors due to the nature of and the information we receive. 

 

Residual market deficits consist of premium ceded to the various residual markets less losses and LAE and is allocated among insurance companies based on a various formulas (the “Participation Ratio”) that take into consideration a company’s voluntary market share.

 

Although we rely to a significant extent in setting our reserves on the information the various residual markets provide, we are cautious in our use of that information, because of the delays in receiving data from the various residual markets.  Because of the lag in the various residual market estimations, and in order to try to validate to the extent possible the information provided, we estimate the effects of the actions of our competitors in order to establish our Participation Ratio. 

 

53


 

Sensitivity Analysis

 

Establishment of appropriate reserves is an inherently uncertain process.  There can be no certainty that currently established reserves based on our key assumptions regarding frequency and severity in our lines of business, or our assumptions regarding our share of the CAR loss will prove adequate in light of subsequent actual experience.  To the extent that reserves are inadequate and are strengthened, the amount of such increase is treated as a charge to earnings in the period that the deficiency is recognized. To the extent that reserves are redundant and are released, the amount of the release is a credit to earnings in the period the redundancy is recognized.  For the twelve months ended December 31, 2017, a 1 percentage-point change in the loss and LAE ratio would result in a change in reserves of $7,741.  Each 1 percentage-point change in the loss and loss expense ratio would have had a $5,032 effect on net income, or $0.33 per diluted share.

 

Our assumptions consider that past experience, adjusted for the effects of current developments and anticipated trends, are an appropriate basis for establishing our reserves.  Our individual key assumptions could each have a reasonable possible range of plus or minus 5 percentage-points for each estimation, although there is no guarantee that our assumptions will not have more than a 5 percentage point variation.  The following sensitivity tables present information for each of our primary lines of business on the effect each 1 percentage-point change in each of our key assumptions on unpaid frequency and severity could have on our retained (i.e., direct minus ceded) loss and LAE reserves and net income for the twelve months ended December 31, 2017.  In evaluating the information in the table, it should be noted that a 1 percentage-point change in a single assumption would change estimated reserves by 1 percentage-point.  A 1 percentage-point change in both our key assumptions would change estimated reserves within a range of plus or minus 2 percentage-points.

54


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

-1 Percent

    

No

    

+1 Percent

 

 

 

Change in

 

Change in

 

Change in

 

 

 

Frequency

 

Frequency

 

Frequency

 

Private passenger automobile retained loss and LAE reserves

 

 

 

 

 

 

 

 

 

 

-1 Percent Change in Severity

 

 

 

 

 

 

 

 

 

 

Estimated decrease in reserves

 

$

(4,874)

 

$

(2,437)

 

$

 —

 

Estimated increase in net income

 

 

3,168

 

 

1,584

 

 

 —

 

No Change in Severity

 

 

 

 

 

 

 

 

 

 

Estimated (decrease) increase in reserves

 

 

(2,437)

 

 

 —

 

 

2,437

 

Estimated increase (decrease) in net income

 

 

1,584

 

 

 —

 

 

(1,584)

 

+1 Percent Change in Severity

 

 

 

 

 

 

 

 

 

 

Estimated increase in reserves

 

 

 —

 

 

2,437

 

 

4,874

 

Estimated decrease in net income

 

 

 —

 

 

(1,584)

 

 

(3,168)

 

 

 

 

 

 

 

 

 

 

 

 

Commercial automobile retained loss and LAE reserves

 

 

 

 

 

 

 

 

 

 

-1 Percent Change in Severity

 

 

 

 

 

 

 

 

 

 

Estimated decrease in reserves

 

 

(1,243)

 

 

(622)

 

 

 —

 

Estimated increase in net income

 

 

808

 

 

404

 

 

 —

 

No Change in Severity

 

 

 

 

 

 

 

 

 

 

Estimated (decrease) increase in reserves

 

 

(622)

 

 

 —

 

 

622

 

Estimated increase (decrease) in net income

 

 

404

 

 

 —

 

 

(404)

 

+1 Percent Change in Severity

 

 

 

 

 

 

 

 

 

 

Estimated increase in reserves

 

 

 —

 

 

622

 

 

1,243

 

Estimated decrease in net income

 

 

 —

 

 

(404)

 

 

(808)

 

 

 

 

 

 

 

 

 

 

 

 

Homeowners retained loss and LAE reserves

 

 

 

 

 

 

 

 

 

 

-1 Percent Change in Severity

 

 

 

 

 

 

 

 

 

 

Estimated decrease in reserves

 

 

(1,572)

 

 

(786)

 

 

 —

 

Estimated increase in net income

 

 

1,022

 

 

511

 

 

 —

 

No Change in Severity

 

 

 

 

 

 

 

 

 

 

Estimated (decrease) increase in reserves

 

 

(786)

 

 

 —

 

 

786

 

Estimated increase (decrease) in net income

 

 

511

 

 

 —

 

 

(511)

 

+1 Percent Change in Severity

 

 

 

 

 

 

 

 

 

 

Estimated increase in reserves

 

 

 —

 

 

786

 

 

1,572

 

Estimated decrease in net income

 

 

 —

 

 

(511)

 

 

(1,022)

 

 

 

 

 

 

 

 

 

 

 

 

All other retained loss and LAE reserves

 

 

 

 

 

 

 

 

 

 

-1 Percent Change in Severity

 

 

 

 

 

 

 

 

 

 

Estimated decrease in reserves

 

 

(1,358)

 

 

(679)

 

 

 —

 

Estimated increase in net income

 

 

882

 

 

441

 

 

 —

 

No Change in Severity

 

 

 

 

 

 

 

 

 

 

Estimated (decrease) increase in reserves

 

 

(679)

 

 

 —

 

 

679

 

Estimated increase (decrease) in net income

 

 

441

 

 

 —

 

 

(441)

 

+1 Percent Change in Severity

 

 

 

 

 

 

 

 

 

 

Estimated increase in reserves

 

 

 —

 

 

679

 

 

1,358

 

Estimated decrease in net income

 

 

 —

 

 

(441)

 

 

(882)

 

 

Our estimated share of CAR loss and LAE reserves is based on assumptions about our Participation Ratio, the size of CAR, and the resulting deficit (similar assumptions apply with respect to the FAIR Plan).  Our assumptions consider that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for establishing our CAR reserves.  Each of our assumptions could have a reasonably possible range of plus or minus 5 percentage-points for each estimation.

 

The following sensitivity table presents information of the effect each 1 percentage-point change in our assumptions on our share of reserves for CAR and other residual markets could have on our assumed loss and LAE

55


 

reserves and net income for the year ended December 31, 2017.  In evaluating the information in the table, it should be noted that a 1 percentage-point change in our assumptions would change estimated reserves by 1 percentage-point.

 

 

 

 

 

 

 

 

 

 

    

-1 Percent

    

+1 Percent

 

 

 

Change in

 

Change in

 

 

 

Estimation

 

Estimation

 

CAR assumed private passenger automobile

 

 

 

 

 

 

 

Estimated (decrease) increase in reserves

 

$

(3)

 

$

 3

 

Estimated increase (decrease) in net income

 

 

 2

 

 

(2)

 

CAR assumed commercial automobile

 

 

 

 

 

 

 

Estimated (decrease) increase in reserves

 

 

(279)

 

 

279

 

Estimated increase (decrease) in net income

 

 

181

 

 

(181)

 

FAIR Plan assumed homeowners

 

 

 

 

 

 

 

Estimated (decrease) increase in reserves

 

 

(103)

 

 

103

 

Estimated increase (decrease) in net income

 

 

67

 

 

(67)

 

 

Reserve Development Summary

 

The changes we have recorded in our reserves in the past illustrate the uncertainty of estimating reserves.  Our prior year reserves decreased by $41,784, $45,448 and $30,313 for the years ended December 31, 2017, 2016, and 2015, respectively.

 

The following table presents a comparison of prior year development of our net reserves for losses and LAE for the years ended December 31, 2017, 2016 and 2015, respectively. Each accident year represents all claims for an annual accounting period in which loss events occurred, regardless of when the losses are actually reported, booked or paid.  Our financial statements reflect the aggregate results of the current and all prior accident years.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

Accident Year

    

2017

    

2016

 

2015

2007  & prior

 

$

(950)

 

$

(1,834)

 

$

(2,476)

2008 

 

 

(7)

 

 

(1,880)

 

 

(1,071)

2009 

 

 

(698)

 

 

(1,080)

 

 

(1,678)

2010 

 

 

(1,583)

 

 

(2,670)

 

 

(3,559)

2011 

 

 

(4,439)

 

 

(5,370)

 

 

(4,898)

2012 

 

 

(6,152)

 

 

(6,970)

 

 

(10,754)

2013 

 

 

(7,748)

 

 

(12,589)

 

 

(4,683)

2014

 

 

(13,989)

 

 

(9,398)

 

 

(1,194)

2015

 

 

1,548

 

 

(3,657)

 

 

 —

2016

 

 

(7,766)

 

 

 —

 

 

 —

All prior years

 

$

(41,784)

 

$

(45,448)

 

$

(30,313)

 

At the end of each period, the reserves were re-estimated for all prior accident years. Our prior year reserves decreased by $41,784, $45,448, and $30,313 for the years ended 2017, 2016, and 2015, respectively. The decreases in prior year reserves in 2017 resulted from re-estimations of prior year’s ultimate loss and LAE liabilities and are primarily composed of reductions of $29,855 in our retained automobile reserves and $10,201 in our retained other than auto and homeowner’s reserves, inclusive of the reinsurance recoverable loss.  The decreases in prior year reserves in 2016 resulted from re-estimations of prior year’s ultimate loss and LAE liabilities and are primarily composed of reductions of $25,019 in our retained automobile reserves and $11,648 in our retained homeowner reserves. The decrease in prior year reserves during 2015 is primarily composed of reductions of $18,644 in our retained automobile reserves and $7,964 in our retained homeowners reserves. It is not appropriate to extrapolate future favorable or unfavorable development of reserves from this past experience.

 

56


 

The following table presents information by line of business for prior year development of our net reserves for losses and LAE for the year ended December 31, 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Private Passenger

    

Commercial

    

    

 

    

    

 

    

    

 

 

Accident Year

 

Automobile

 

Automobile

 

Homeowners

 

All Other

 

Total

 

2007  & prior

 

$

(526)

 

$

(267)

 

$

 —

 

$

(157)

 

$

(950)

 

2008 

 

 

(7)

 

 

(1)

 

 

 1

 

 

 —

 

 

(7)

 

2009 

 

 

(580)

 

 

(119)

 

 

 —

 

 

 1

 

 

(698)

 

2010 

 

 

(532)

 

 

(538)

 

 

(123)

 

 

(390)

 

 

(1,583)

 

2011 

 

 

(1,127)

 

 

(313)

 

 

(1,062)

 

 

(1,937)

 

 

(4,439)

 

2012 

 

 

(1,872)

 

 

(812)

 

 

(1,689)

 

 

(1,779)

 

 

(6,152)

 

2013 

 

 

(2,472)

 

 

(630)

 

 

(3,089)

 

 

(1,557)

 

 

(7,748)

 

2014

 

 

(4,717)

 

 

(1,107)

 

 

(4,815)

 

 

(3,350)

 

 

(13,989)

 

2015

 

 

(4,710)

 

 

(83)

 

 

8,215

 

 

(1,874)

 

 

1,548

 

2016

 

 

(7,921)

 

 

(145)

 

 

(542)

 

 

842

 

 

(7,766)

 

All prior years

 

$

(24,464)

 

$

(4,015)

 

$

(3,104)

 

$

(10,201)

 

$

(41,784)

 

 

To further clarify the effects of changes in our reserve estimates for CAR and other residual markets, the next two tables break out the information in the table above by source of the business (i.e., non-residual market vs. residual market).

 

The following table presents information by line of business for prior year development of retained reserves for losses and LAE for the year ended December 31, 2017 that is, all our reserves except for business ceded or assumed from CAR and other residual markets.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

Retained

    

 

Retained

    

 

    

    

 

    

    

 

    

 

 

 

 

Private Passenger

 

 

Commercial

 

 

Retained

 

 

Retained

 

 

 

 

Accident Year

 

 

Automobile

 

 

Automobile

 

 

Homeowners

 

 

All Other

 

 

Total

 

2007  & prior

 

$

(519)

 

$

(183)

 

$

 —

 

$

(157)

 

$

(859)

 

2008 

 

 

(7)

 

 

(1)

 

 

 1

 

 

 —

 

 

(7)

 

2009 

 

 

(580)

 

 

(110)

 

 

 —

 

 

 1

 

 

(689)

 

2010 

 

 

(532)

 

 

(515)

 

 

(123)

 

 

(390)

 

 

(1,560)

 

2011 

 

 

(1,127)

 

 

(284)

 

 

(1,056)

 

 

(1,937)

 

 

(4,404)

 

2012 

 

 

(1,872)

 

 

(783)

 

 

(1,574)

 

 

(1,779)

 

 

(6,008)

 

2013 

 

 

(2,472)

 

 

(907)

 

 

(2,938)

 

 

(1,557)

 

 

(7,874)

 

2014

 

 

(4,717)

 

 

(1,540)

 

 

(4,723)

 

 

(3,350)

 

 

(14,330)

 

2015

 

 

(4,710)

 

 

(511)

 

 

8,534

 

 

(1,874)

 

 

1,439

 

2016

 

 

(7,922)

 

 

(563)

 

 

67

 

 

842

 

 

(7,576)

 

All prior years

 

$

(24,458)

 

$

(5,397)

 

$

(1,812)

 

$

(10,201)

 

$

(41,868)

 

 

The following table presents information by line of business for prior year development of reserves assumed from residual markets for losses and LAE for the year ended December 31, 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

CAR Assumed

    

 

CAR Assumed

    

 

    

    

 

    

 

 

 

 

Private Passenger

 

 

Commercial

 

 

FAIR Plan

 

 

 

 

Accident Year

 

 

Automobile

 

 

Automobile

 

 

Homeowners

 

 

Total

 

2007  & prior

 

$

(7)

 

$

(84)

 

$

 —

 

$

(91)

 

2008 

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

2009 

 

 

 —

 

 

(9)

 

 

 —

 

 

(9)

 

2010 

 

 

 —

 

 

(23)

 

 

 —

 

 

(23)

 

2011 

 

 

 —

 

 

(29)

 

 

(6)

 

 

(35)

 

2012 

 

 

 —

 

 

(29)

 

 

(115)

 

 

(144)

 

2013 

 

 

 —

 

 

277

 

 

(151)

 

 

126

 

2014

 

 

 —

 

 

433

 

 

(92)

 

 

341

 

2015

 

 

 —

 

 

428

 

 

(319)

 

 

109

 

2016

 

 

 1

 

 

418

 

 

(609)

 

 

(190)

 

All prior years

 

$

(6)

 

$

1,382

 

$

(1,292)

 

$

84

 

 

Our private passenger automobile line of business prior year reserves decreased by $24,464 for the year ended December 31, 2017.  The decrease was primarily due to improved retained private passenger results of $19,820 for the accident years 2013 through 2016.

57


 

The improved retained private passenger results were primarily due to fewer IBNR claims than previously estimated and better than previously estimated severity on our established bodily injury and property damage case reserves.

   

Our retained commercial automobile line of business prior year reserves decreased by $5,397 for the year ended December 31, 2017 due primarily to fewer IBNR claims than previously estimated.  

 

Our retained homeowners line of business prior year reserves decreased by $1,812 for the year ended December 31, 2017 due primarily to re-estimation of catastrophe losses for 2013 through 2015. The unfavorable development in accident year 2015 is attributable to the reinsurance arbitration in regards to the reinsurance recoverable resulting from the 2015 winter storm losses that are admissible under our contract.  The total amount of recoverable in dispute, which is based on our total incurred loss, was $20,918. On January 8, 2018 the Company received a final order from the panel of arbitrators in which the reinsurer would pay the Company $9,200 for settlement of all paid and outstanding losses. The remaining unrecovered amount of $11,718 was expensed in 2017.

 

 

Our retained other than auto and homeowners line of business reserves decreased by $10,201 for the year ended December 31, 2017 due primarily to fewer IBNR claims than previously estimated.

 

 In estimating all our loss reserves, including CAR, we follow the guidance prescribed by ASC 944, Financial Services-Insurance.

 

 

For further information, see “Results of Operations: Losses and Loss Adjustment Expense s.”

 

Other-Than-Temporary Impairments.

 

We use a systematic methodology to evaluate declines in fair values below cost or amortized cost of our investments.  This methodology ensures that we evaluate available evidence concerning any declines in a disciplined manner.

 

In our determination of whether a decline in fair value below amortized cost is an other-than-temporary impairment (“OTTI”), we consider and evaluate several factors and circumstances including the issuer’s overall financial condition, the issuer’s credit and financial strength ratings, a weakening of the general market conditions in the industry or geographic region in which the issuer operates, a prolonged period (typically six months or longer) in which the fair value of an issuer’s securities remains below our amortized cost, and any other factors that may raise doubt about the issuer’s ability to continue as a going concern.

 

ASC 320,  Investments — Debt and Equity Securities requires entities to separate an OTTI of a debt security into two components when there are credit related losses associated with the impaired debt security for which the Company asserts that it does not have the intent to sell the security, and it is more likely than not that it will not be required to sell the security before recovery of its cost basis.  Under ASC 320, the amount of the OTTI related to a credit loss is recognized in earnings, and the amount of the OTTI related to other factors is recorded as a component of other comprehensive income (loss).  In instances where no credit loss exists but it is more likely than not that the Company will have to sell the debt security prior to the anticipated recovery, the decline in market value below amortized cost is recognized as an OTTI in earnings.  In periods after the recognition of an OTTI on debt securities, the Company accounts for such securities as if they had been purchased on the measurement date of the OTTI at an amortized cost basis equal to the previous amortized cost basis less the OTTI recognized in earnings.  For debt securities for which OTTI was recognized in earnings, the difference between the new amortized cost basis and the cash flows expected to be collected will be accreted or amortized into net investment income.

 

For further information, see “Results of Operations: Net Realized Gains (Losses) on Investments.”

 

 

58


 

Forward-Looking Statements

 Forward-looking statements might include one or more of the following, among others:

 

·

Projections of revenues, income, earnings per share, capital expenditures, dividends, capital structure or other financial items;

·

Descriptions of plans or objectives of management for future operations, products or services;

·

Forecasts of future economic performance, liquidity, need for funding and income;

·

Descriptions of assumptions underlying or relating to any of the foregoing; and

·

Future performance of credit markets.

 

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “aim,” “projects,” or words of similar meaning and expressions that indicate future events and trends, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”  All statements that address expectations or projections about the future, including statements about the Company’s strategy for growth, product development, market position, expenditures and financial results, are forward-looking statements.

 

Forward-looking statements are not guarantees of future performance.  By their nature, forward-looking statements are subject to risks and uncertainties.  There are a number of factors, many of which are beyond our control, that could cause actual future conditions, events, results or trends to differ significantly and/or materially from historical results or those projected in the forward-looking statements. These factors include but are not limited to the competitive nature of our industry and the possible adverse effects of such competition. Although a number of national insurers that are much larger than we are do not currently compete in a material way in the Massachusetts private passenger automobile market, if one or more of these companies decided to aggressively enter the market it could have a material adverse effect on us. Other significant factors include conditions for business operations and restrictive regulations in Massachusetts, the possibility of losses due to claims resulting from severe weather, the possibility that we may be unable to collect from reinsurers, the possibility that the Commissioner may approve future Rule changes that change the operation of the residual market, the possibility that existing insurance-related laws and regulations will become further restrictive in the future, our possible need for and availability of additional financing, and our dependence on strategic relationships, among others, and other risks and factors identified from time to time in our reports filed with the SEC.  Refer to Part I, Item 1A — Risk Factors.

 

Some other factors, such as market, operational, liquidity, interest rate, equity and other risks, are described elsewhere in this Annual Report on Form 10-K. Factors relating to the regulation and supervision of our Company are also described or incorporated in this report.  There are other factors besides those described or incorporated in this report that could cause actual conditions, events or results to differ from those in the forward-looking statements.

 

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.  We do not undertake any obligation to update publicly or revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

 

 

59


 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market Risk.   Market risk is the risk that we will incur losses due to adverse changes in market rates and prices.  We have exposure to market risk through our investment activities and our financing activities. Our primary market risk exposure is to changes in interest rates. We use both fixed and variable rate debt as sources of financing.  We have not entered, and do not plan to enter, into any derivative financial instruments for trading or speculative purposes.

 

Interest Rate Risk.   Interest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates.  Our exposure to interest rate changes primarily results from our significant holdings of fixed rate investments and from our financing activities. Our fixed maturity investments include U.S. and foreign government bonds, securities issued by government agencies, obligations of state and local governments and governmental authorities, corporate bonds and asset-backed securities, most of which are exposed to changes in prevailing interest rates.

 

We manage our exposure to risks associated with interest rate fluctuations through active review of our investment portfolio by our management and Board and consultation with third-party financial advisors.  As a general matter, we do not attempt to match the durations of our assets with the durations of our liabilities, and the majority of our liabilities are “short tail.”  Our goal is to maximize the total after-tax return on all of our investments. An important strategy that we employ to achieve this goal is to try to hold enough in cash and short-term investments in order to avoid liquidating longer-term investments to pay claims.

 

Based upon the results of interest rate sensitivity analysis, the following table shows the interest rate risk of our investments in fixed maturities, measured in terms of fair value (which is equal to the carrying value for all our fixed maturity securities).

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

-100 Basis

    

 

    

    

 

+100 Basis

 

 

 

 

Point Change

 

 

No Change

 

 

Point Change

 

As of December 31, 2017

 

 

 

 

 

 

 

 

 

 

Estimated fair value

 

$

1,212,745

 

$

1,172,026

 

$

1,129,098

 

Estimated increase (decrease) in fair value

 

$

40,719

 

$

 

$

(42,928)

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

 

 

 

 

 

 

 

 

 

 

Estimated fair value

 

$

1,197,319

 

$

1,154,269

 

$

1,107,500

 

Estimated increase (decrease) in fair value

 

$

43,050

 

$

 

$

(46,769)

 

 

 

 

 

 

 

 

 

 

 

 

 

With respect to floating rate debt, we are exposed to the effects of changes in prevailing interest rates.  At December 31, 2017, we had no debt outstanding under our credit facility.  Assuming the full utilization of our current available credit facility, a 2.0% increase in the prevailing interest rate on our variable rate debt would result in interest expense increasing approximately $600 for 2017, assuming that all of such debt is outstanding for the entire year.

 

In addition, in the current market environment, our investments can also contain liquidity risks.

 

Equity Risk.   Equity risk is the risk that we will incur economic losses due to adverse changes in equity prices.  Our exposure to changes in equity prices results from our holdings of common stock and mutual funds held to fund the executive deferred compensation plan.  We continuously evaluate market conditions and we expect in the future to purchase additional equity securities.  We principally manage equity price risk through industry and issuer diversification and asset allocation techniques.

 

 

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Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 

SAFETY INSURANCE GROUP, INC.

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENT S

 

 

 

 

 

 

Page

Consolidated Financial Statements:

 

 

 

Report to Independent Registered Public Accounting Firm  

62

 

 

Balance Sheets  

64

 

 

Statements of Operations  

65

 

 

Statements of Comprehensive Income  

66

 

 

Statements of Changes in Shareholders’ Equity  

67

 

 

Statements of Cash Flows  

68

 

 

Notes to Consolidated Financial Statements  

69

 

 

 

 

61


 

Table of Contents

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of Safety Insurance Group, Inc.:

 

Opinions on the Financial Statements and Internal Control over Financial Reporting

 

We have audited the accompanying consolidated balance sheets of Safety Insurance Group, Inc.   as of December 31, 2017 and December 31, 2016,   and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedules   listed in the index appearing under Item 15(a)(2)   (collectively referred to as the “consolidated financial statements”).     We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 

 

In our opinion, the consolidated   financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and December 31, 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017   in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

 

Basis for Opinions

 

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting under Item 9A.  Our responsibility is to express opinions on the Company’s consolidated   financial statements and on the Company's internal control over financial reporting based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated   financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. 

 

Our audits of the consolidated   financial statements included performing procedures to assess the risks of material misstatement of the consolidated   financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated   financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated   financial statements.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

Definition and Limitations of Internal Control over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately

62


 

and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

 

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 28, 2018  

 

We have served as the Company’s auditor since 1983. 

 

63


 

Safety Insurance Group, Inc. and Subsidiaries

Consolidated Balance Sheet s

(Dollars in thousands, except share data)

 

 

 

 

 

 

 

 

    

December 31, 

    

December 31, 

 

 

2017

 

2016

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

Fixed maturities, at fair value (amortized cost: $1,156,697 and $1,142,663)

 

$

1,172,026

 

$

1,154,269

Equity securities, at fair value (cost: $90,481 and $92,326)

 

 

111,867

 

 

105,095

Other invested assets

 

 

23,162

 

 

21,142

Total investments

 

 

1,307,055

 

 

1,280,506

Cash and cash equivalents

 

 

41,708

 

 

20,052

Accounts receivable, net of allowance for doubtful accounts

 

 

190,649

 

 

187,696

Receivable for securities sold

 

 

1,380

 

 

7,098

Accrued investment income

 

 

8,876

 

 

8,858

Taxes recoverable

 

 

908

 

 

 —

Receivable from reinsurers related to paid loss and loss adjustment expenses

 

 

24,776

 

 

29,504

Receivable from reinsurers related to unpaid loss and loss adjustment expenses

 

 

83,085

 

 

83,724

Ceded unearned premiums

 

 

32,175

 

 

28,585

Deferred policy acquisition costs

 

 

72,202

 

 

70,996

Deferred income taxes

 

 

 —

 

 

3,083

Equity and deposits in pools

 

 

28,246

 

 

24,675

Other assets

 

 

16,219

 

 

13,469

Total assets

 

$

1,807,279

 

$

1,758,246

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Loss and loss adjustment expense reserves

 

$

574,054

 

$

560,321

Unearned premium reserves

 

 

428,257

 

 

418,033

Accounts payable and accrued liabilities

 

 

60,701

 

 

66,805

Payable for securities purchased

 

 

4,188

 

 

5,564

Payable to reinsurers

 

 

13,801

 

 

13,502

Deferred income taxes

 

 

2,917

 

 

 —

Taxes payable

 

 

 —

 

 

1,110

Other liabilities

 

 

22,345

 

 

22,185

Total liabilities

 

 

1,106,263

 

 

1,087,520

 

 

 

 

 

 

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

Common stock:  $0.01 par value; 30,000,000 shares authorized; 17,499,544 and 17,430,189 shares issued

 

 

175

 

 

174

Additional paid-in capital

 

 

189,714

 

 

184,549

Accumulated other comprehensive income, net of taxes

 

 

24,269

 

 

15,843

Retained earnings

 

 

570,693

 

 

553,995

Treasury stock, at cost: 2,279,570 shares

 

 

(83,835)

 

 

(83,835)

Total shareholders’ equity

 

 

701,016

 

 

670,726

Total liabilities and shareholders’ equity

 

$

1,807,279

 

$

1,758,246

 

The accompanying notes are an integral part of these financial statements.

64


 

Table of Contents

Safety Insurance Group, Inc. and Subsidiaries

Consolidated Statements of Operation s

(Dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2017

    

2016

 

2015

 

 

 

 

 

 

 

 

 

 

Net earned premiums

 

$

774,420

 

$

755,760

 

$

738,164

Net investment income

 

 

38,758

 

 

38,413

 

 

40,534

Earnings from partnership investments

 

 

2,082

 

 

3,185

 

 

2,387

Net realized gains (losses) on investments

 

 

6,036

 

 

5,559

 

 

(469)

Net impairment losses on investments (a)

 

 

(256)

 

 

(798)

 

 

(796)

Finance and other service income

 

 

18,073

 

 

17,703

 

 

18,133

Total revenue

 

 

839,113

 

 

819,822

 

 

797,953

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

503,887

 

 

493,433

 

 

612,569

Underwriting, operating and related expenses

 

 

248,436

 

 

233,017

 

 

213,939

Interest expense

 

 

90

 

 

90

 

 

90

Total expenses

 

 

752,413

 

 

726,540

 

 

826,598

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

86,700

 

 

93,282

 

 

(28,645)

Income tax expense (credit)

 

 

24,313

 

 

28,697

 

 

(14,792)

Net income (loss)

 

$

62,387

 

$

64,585

 

$

(13,853)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per weighted average common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

4.13

 

$

4.29

 

$

(0.93)

Diluted

 

$

4.10

 

$

4.27

 

$

(0.93)

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per common share

 

$

3.00

 

$

2.80

 

$

2.80

 

 

 

 

 

 

 

 

 

 

Number of shares used in computing earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Basic

 

 

15,010,751

 

 

14,946,453

 

 

14,866,607

Diluted

 

 

15,135,348

 

 

15,032,263

 

 

14,866,607

 

(a)

No portion of the other-than-temporary impairments recognized in the period indicated were included in comprehensive income.

 

 

The accompanying notes are an integral part of these financial statements.

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Table of Contents

Safety Insurance Group, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Incom e

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2017

    

2016

 

2015

Net income (loss)

 

$

62,387

 

$

64,585

 

$

(13,853)

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) during the period, net of income tax expense (benefit) of $6,027 , $1,611 , and ($6,761).

 

 

12,349

 

 

2,992

 

 

(12,556)

Reclassification adjustment for (gains) losses included in net income, net of income tax (expense) benefit of ($2,112),  ($1,945), and $164  .

 

 

(3,923)

 

 

(3,613)

 

 

305

Unrealized  gains (losses) on securities available for sale

 

 

8,426

 

 

(621)

 

 

(12,251)

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

$

70,813

 

$

63,964

 

$

(26,104)

 

The accompanying notes are an integral part of these financial statements.

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Table of Contents

Safety Insurance Group, Inc. and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equit y

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

    

 

    

    

 

    

Accumulated

    

    

 

    

    

 

    

    

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

Comprehensive

 

 

 

 

 

 

 

Total

 

 

Common

 

Paid-in

 

Income,

 

Retained

 

Treasury

 

Shareholders’

 

 

Stock

 

Capital

 

Net of Taxes

 

Earnings

 

Stock

 

Equity

Balance at December 31, 2014

 

$

173

 

 

175,583

 

 

28,715

 

 

587,647

 

 

(83,835)

 

$

708,283

Net loss

 

 

 

 

 

 

 

 

 

 

 

(13,853)

 

 

 

 

 

(13,853)

Unrealized losses on securities available for sale, net of deferred federal income taxes

 

 

 

 

 

 

 

 

(12,251)

 

 

 

 

 

 

 

 

(12,251)

Restricted share awards issued

 

 

 1

 

 

246

 

 

 

 

 

 

 

 

 

 

 

247

Recognition of employee share-based compensation, net of deferred federal income taxes

 

 

 

 

 

3,787

 

 

 

 

 

 

 

 

 

 

 

3,787

Exercise of options, net of federal income taxes

 

 

 

 

 

280

 

 

 

 

 

 

 

 

 

 

 

280

Dividends paid and accrued

 

 

 

 

 

 

 

 

 

 

 

(41,994)

 

 

 

 

 

(41,994)

Acquisition of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 -

 

 

 -

Balance at December 31, 2015

 

 

174

 

 

179,896

 

 

16,464

 

 

531,800

 

 

(83,835)

 

 

644,499

Net income

 

 

 

 

 

 

 

 

 

 

 

64,585

 

 

 

 

 

64,585

Unrealized losses on securities available for sale, net of deferred federal income taxes

 

 

 

 

 

 

 

 

(621)

 

 

 

 

 

 

 

 

(621)

Restricted share awards issued

 

 

 

 

 

280

 

 

 

 

 

 

 

 

 

 

 

280

Recognition of employee share-based compensation, net of deferred federal income taxes

 

 

 

 

 

4,122

 

 

 

 

 

 

 

 

 

 

 

4,122

Exercise of options, net of federal income taxes

 

 

 

 

 

251

 

 

 

 

 

 

 

 

 

 

 

251

Dividends paid and accrued

 

 

 

 

 

 

 

 

 

 

 

(42,390)

 

 

 

 

 

(42,390)

Acquisition of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 -

 

 

 -

Balance at December 31, 2016

 

 

174

 

 

184,549

 

 

15,843

 

 

553,995

 

 

(83,835)

 

 

670,726

Net income

 

 

 

 

 

 

 

 

 

 

 

62,387

 

 

 

 

 

62,387

Unrealized gains on securities available for sale, net of deferred federal income taxes

 

 

 

 

 

 

 

 

8,426

 

 

 

 

 

 

 

 

8,426

Restricted share awards issued

 

 

 1

 

 

362

 

 

 

 

 

 

 

 

 

 

 

363

Recognition of employee share-based compensation, net of deferred federal income taxes

 

 

 

 

 

4,803

 

 

 

 

 

 

 

 

 

 

 

4,803

Exercise of options, net of federal income taxes

 

 

 

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 -

Dividends paid and accrued

 

 

 

 

 

 

 

 

 

 

 

(45,689)

 

 

 

 

 

(45,689)

Acquisition of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 -

 

 

 -

Balance at December 31, 2017

 

$

175

 

$

189,714

 

$

24,269

 

$

570,693

 

$

(83,835)

 

$

701,016

 

 

The accompanying notes are an integral part of these financial statements.

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Table of Contents

Safety Insurance Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flow s

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2017

    

2016

 

 

2015

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

62,387

 

$

64,585

 

$

(13,853)

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Investment amortization, net

 

 

6,962

 

 

5,388

 

 

4,962

Fixed Asset depreciation, net

 

 

5,037

 

 

4,382

 

 

3,908

Stock based compensation

 

 

5,166

 

 

4,303

 

 

3,727

Provision for deferred income taxes

 

 

2,085

 

 

1,681

 

 

552

Net realized (gains) losses on investments

 

 

(6,036)

 

 

(5,559)

 

 

469

Net impairment losses on investments

 

 

256

 

 

798

 

 

796

Earnings from partnership investments

 

 

(2,082)

 

 

(3,185)

 

 

(2,387)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(2,953)

 

 

(9,129)

 

 

(3,035)

Accrued investment income

 

 

(18)

 

 

64

 

 

1,373

Receivable from reinsurers

 

 

5,367

 

 

(3,995)

 

 

(41,721)

Ceded unearned premiums

 

 

(3,590)

 

 

(5,363)

 

 

(3,584)

Deferred policy acquisition costs

 

 

(1,206)

 

 

(2,059)

 

 

(1,608)

Taxes recoverable

 

 

(908)

 

 

15,497

 

 

(15,497)

Other assets

 

 

(5,400)

 

 

348

 

 

(726)

Loss and loss adjustment expense reserves

 

 

13,733

 

 

6,344

 

 

71,965

Unearned premium reserves

 

 

10,224

 

 

16,072

 

 

11,600

Taxes payable

 

 

(1,110)

 

 

 —

 

 

 —

Accounts payable and accrued liabilities

 

 

(6,333)

 

 

14,068

 

 

(12,423)

Payable to reinsurers

 

 

299

 

 

1,955

 

 

3,894

Other liabilities

 

 

160

 

 

(7,371)

 

 

14,479

Net cash provided by operating activities

 

 

82,040

 

 

98,824

 

 

22,891

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Fixed maturities purchased

 

 

(205,226)

 

 

(295,211)

 

 

(227,328)

Equity securities purchased

 

 

(27,440)

 

 

(30,060)

 

 

(26,658)

Other invested assets purchased

 

 

(7,492)

 

 

(5,248)

 

 

(4,824)

Proceeds from sales and paydowns of fixed maturities

 

 

151,071

 

 

99,682

 

 

150,932

Proceeds from maturities, redemptions, and calls of fixed maturities

 

 

37,868

 

 

99,883

 

 

110,189

Proceed from sales of equity securities

 

 

34,664

 

 

46,620

 

 

24,380

Proceeds from other invested assets redeemed

 

 

7,589

 

 

4,992

 

 

1,195

Fixed assets purchased

 

 

(5,958)

 

 

(4,910)

 

 

(4,041)

Net cash (used for) provided by  investing activities

 

 

(14,924)

 

 

(84,252)

 

 

23,845

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from stock options exercised

 

 

 —

 

 

257

 

 

278

Excess tax expense from stock options exercised

 

 

 —

 

 

(6)

 

 

 1

Dividends paid to shareholders

 

 

(45,460)

 

 

(42,265)

 

 

(41,976)

Net cash used for financing activities

 

 

(45,460)

 

 

(42,014)

 

 

(41,697)

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

21,656

 

 

(27,442)

 

 

5,039

Cash and cash equivalents at beginning of year

 

 

20,052

 

 

47,494

 

 

42,455

Cash and cash equivalents at end of period

 

$

41,708

 

$

20,052

 

$

47,494

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

 

Federal and state income taxes

 

$

23,721

 

$

9,826

 

$

89

Interest

 

$

75

 

$

75

 

$

75

 

 

The accompanying notes are an integral part of these financial statements.

 

 

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1. Basis of Presentatio n

The consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include Safety Insurance Group, Inc. and its subsidiaries (the “Company”). The subsidiaries consist of Safety Insurance Company, Safety Indemnity Insurance Company, Safety Property and Casualty Insurance Company, Safety Asset Management Corporation (“SAMC”), and Safety Management Corporation, which is SAMC’s holding company. All intercompany transactions have been eliminated.

The Company was incorporated on June 25, 2001 in the State of Delaware. On October 16, 2001, the Company acquired all of the issued and outstanding common stock of Thomas Black Corporation (“TBC”) and its property and casualty subsidiaries. TBC subsequently merged with and into Safety Insurance Group, Inc. with Safety Insurance Group, Inc. being the corporation surviving the merger.

The Company is a leading provider of property and casualty insurance focused primarily on the Massachusetts market. The Company’s principal product line is private passenger automobile insurance, which accounted for 56.7% of its direct written premiums in 2017. The Company operates through its insurance company subsidiaries, Safety Insurance Company, Safety Indemnity Insurance Company, and Safety Property and Casualty Insurance Company (together referred to as the “Insurance Subsidiaries”).

The Insurance Subsidiaries began writing private passenger automobile and homeowners insurance in New Hampshire during 2008, personal umbrella insurance in New Hampshire during 2009, and commercial automobile insurance in New Hampshire during 2011. The Insurance Subsidiaries began writing all of these lines of business in Maine during 2016.

 

2. Summary of Significant Accounting Policies

Investments

Investments in fixed maturities available‑for‑sale, which include taxable and non‑taxable bonds and redeemable preferred stocks, are reported at fair value. Investments in equity securities available‑for‑sale, which include interests in common stocks, mutual funds and a real estate investment trust (“REIT”), are reported at fair value. Fair values for fixed maturity securities are based on estimates obtained from independent pricing services. Fair values for equity securities are derived from external market quotations, with the exception of the REIT whose fair value was determined using the trust’s net asset value obtained from its audited financial statements. Short‑term investments, which consist of U.S. Treasury securities, are reported at amortized cost, which approximates fair value. Other long‑term investments consist of investments in limited partnerships. The partnership interest is accounted for using the equity method of accounting and recorded in earnings from partnership investments. The carrying value of this investment is written down, or impaired, to fair value when a decline in value is considered to be other‑than‑temporary. In applying the equity method (including assessment for other‑than‑temporary impairment), the Company uses financial information provided by the investee, generally on a three month lag. Unrealized gains or losses on fixed maturity and equity securities reported at fair value are excluded from earnings and reported in a separate component of shareholders’ equity, known as “Accumulated other comprehensive income, net of taxes,” until realized. Realized gains or losses on the sale or maturity of investments are determined based on the specific cost identification method. Fixed maturities and equity securities that experience declines in value that are other‑than‑temporary are written down to fair value with a corresponding charge to net impairment losses on investments.

Investment income is recognized on an accrual basis of accounting. Bonds not backed by other loans are amortized using the interest method. Loan‑backed bonds and structured securities are amortized using the interest method and significant changes in estimated cash flows from the original purchase assumptions are accounted for using the retrospective method.

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Cash and Cash Equivalents

Cash and cash equivalents includes money market accounts and United States (“U.S.”) Treasury bills with original maturities of three months or less from the date of purchase. U.S. Treasury bills are stated at amortized cost, which approximates fair value.

Accounts Receivable

Amounts included in accounts receivable represent premiums as well as finance charges, the majority of which are both billed on a monthly installment basis. Accounts receivable are stated net of allowances for doubtful accounts. At December 31, 2017 and 2016, these allowances were $414 and $435, respectively. Uncollected premium balances over ninety days past due are written off.

Deferred Policy Acquisition Costs

Amounts that vary with and are primarily related to the successful acquisition of a new or renewal insurance contract, principally commissions and premium taxes, are deferred and amortized ratably over the effective period of the policies. All other acquisition expenses are expensed as incurred. Deferred policy acquisition costs are reviewed to determine if they are recoverable from future income, and if not, are charged to expense. Future investment income attributable to related premiums is not taken into account in measuring the recoverability of the carrying value of this asset. Amortization of acquisition costs in the amount of $144,703,  $141,540, and $138,239  was charged to underwriting, operating and other expenses for the years ended 2017, 2016 and 2015, respectively.

Equity and Deposits in Pools

Equity and deposits in pools represents the net receivable amounts from the residual market mechanisms, Commonwealth Automobile Reinsurers (“CAR”) for automobile and Massachusetts Property Insurance Underwriting Association (“FAIR Plan”) for homeowner insurance in Massachusetts. See Note 9 for a discussion of the Company’s accounting for amounts assumed from residual markets.

Equipment and Leasehold Improvements

Property, equipment, leasehold improvements, and software which are included in other assets are carried at cost less accumulated depreciation. Depreciation is provided using the straight‑ line or accelerated method over the estimated useful lives of the related assets, which range from 3 to 10 years. Amortization of leasehold improvements is provided using the straight‑line method over the term of the lease. The costs of computer software developed or obtained for internal use are capitalized and amortized over the estimated life of the business system, beginning when the software is ready for its intended use. Maintenance and repairs are charged to expense as incurred.

Losses and Loss Adjustment Expenses

Liabilities for losses and loss adjustment expenses (“LAE”) include case basis estimates for open claims reported prior to year‑end and estimates of unreported claims and claim adjustment expenses, net of salvage and subrogation. The estimates are continually reviewed and modified to reflect current conditions, and any resulting adjustments are reflected in current operating results. Adjustments for anticipated salvage and subrogation are recorded on incurred and reported and incurred but not reported losses. 

 

The Company determines its loss and LAE reserves estimate based upon the analysis of our actuaries.  A reasonable estimate is derived by selecting a point estimate within a range of indications as calculated by our actuaries using generally accepted actuarial techniques. The key assumption in most actuarial analysis is that past patterns of frequency and severity will repeat in the future, unless a significant change in the factors described above takes place.  Our key factors and resulting assumptions are the ultimate frequency and severity of claims, based upon the most recent ten years of claims reported to the Company, and the data reported to us to calculate our share of the residual market.  For each accident year and each coverage within a line of business our actuaries calculate the ultimate losses incurred.

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Premiums and Unearned Premiums

Premiums are earned over the terms of the respective policies, which are generally one year. Unearned premiums represent the portion of premiums written applicable to the unexpired terms of the policies.

Ceded premiums are charged to income over the terms of the respective policies and the applicable term of the reinsurance contracts with third‑party reinsurers. Ceded unearned premiums represent the unexpired portion of premiums ceded to CAR and other reinsurers.

Premiums received in advance of the policy effective date are recorded as a liability and not recognized as income until earned. Such amounts are included in accounts payable and accrued liabilities and totaled $14,371 and $14,643 at December 31, 2017 and 2016, respectively.

Reinsurance

Liabilities for unearned premiums and unpaid losses are stated before deductions for ceded reinsurance. The ceded amounts are carried as receivables. Earned premiums are stated net of deductions for ceded reinsurance.

The Company, as primary insurer, will be required to pay losses in their entirety in the event that the reinsurers are unable to discharge their obligations under the reinsurance agreements.

Advertising Costs

Advertising costs are charged to expense when they are incurred. Total advertising costs were $2,216,  $2,063 and $1,906 for the years ended December 31, 2017, 2016, and 2015, respectively.  

Finance and Other Service Income

Finance and other service income primarily include revenues from premium installment charges, which are recognized when earned.

Income Taxes

The Company and its subsidiaries file a consolidated U.S. federal income tax return. The method of allocation among members of the consolidated group is subject to a written agreement approved by the Board of Directors (the “Board”). The consolidated tax liability (benefit) is allocated on the basis of the members’ proportionate contribution to consolidated taxable income (loss).

Deferred income taxes are generally recognized when assets and liabilities have different values for financial statement and tax reporting purposes, and for other temporary taxable and deductible differences as defined by Accounting Standards Codification (“ASC”) 740, Income Taxes. A valuation allowance is established where management has assessed that it is more likely than not that the Company will not be able to utilize the full deferred tax asset.

 

On December 22, 2017, the TCJA was enacted, which significantly amends the Internal Revenue Code of 1986. The TCJA, among other things, reduces the corporate tax rate from a statutory rate of 35% to 21%, imposes additional limitations on net operating losses and executive compensation, allows for the full expensing of certain capital expenditures, and enacts other changes impacting the insurance industry.  The impact of the tax rate change has been recorded through the Statement of Operations for the year ended December 31, 2017.

 

The TCJA modified the provisions applicable to the determination of the tax basis of unpaid loss reserves.  These modifications impact the payment pattern and applicable interest rate.  The TCJA instructed the Treasury to provide discount factors and other guidance necessary to determine the necessary transition adjustment.  This

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information has not been released; accordingly, we have applied the law existing prior to the enactment of the TCJA.  These provisions would have no effect on the net deferred tax liability as of December 31, 2017 or the total tax expense for the year ended December 31, 2017.

 

Earnings per Weighted Average Common share

 

Basic earnings (loss) per weighted average common share (“EPS”) are calculated by dividing net income (loss) by the weighted average number of basic common shares outstanding during the period.  Diluted earnings (loss) per share amounts are based on the weighted average number of common shares including non-vested performance stock grants and the net effect of potentially dilutive common stock options.

 

The following table sets forth the computation of basic and diluted EPS for the periods indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 

 

 

 

 

 

2017

 

 

2016

 

 

2015

Earnings attributable to common shareholders - basic and diluted):

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations

 

$

62,387

 

 

$

64,585

 

 

$

(13,853)

 

Allocation of income for participating shares

 

 

(392)

 

 

 

(436)

 

 

 

 —

 

Net income (loss) from continuing operations attributed to common shareholders

 

$

61,995

 

 

$

64,149

 

 

$

(13,853)

 

Earnings per share denominator - basis and diluted

 

 

 

 

 

 

 

 

 

 

 

 

Total weighted average common shares outstanding, including participating shares

 

 

15,105,558

 

 

 

15,048,048

 

 

 

14,985,475

 

Less: weighted average participating shares

 

 

(94,807)

 

 

 

(101,595)

 

 

 

(118,868)

 

Basic earnings per share denominator

 

 

15,010,751

 

 

 

14,946,453

 

 

 

14,866,607

 

Common equivalent shares- stock options

 

 

 —

 

 

 

134

 

 

 

 —

(1)

Common equivalent shares- non-vested performance stock grants

 

 

124,597

 

 

 

85,676

 

 

 

 —

(2)

Diluted earnings per share denominator

 

 

15,135,348

 

 

 

15,032,263

 

 

 

14,866,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

4.13

 

 

$

4.29

 

 

$

(0.93)

 

Diluted earnings (loss) per share

 

$

4.10

 

 

$

4.27

 

 

$

(0.93)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Undistributed (loss) earnings attributable to common shareholders - basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations attributable to common shareholders -Basic

 

$

4.13

 

 

$

4.29

 

 

$

(0.93)

 

Dividends declared

 

 

(3.00)

 

 

 

(2.80)

 

 

 

(2.80)

 

Undistributed earnings (loss)

 

$

1.13

 

 

$

1.49

 

 

$

(3.73)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations attributable to common shareholders -Diluted

 

$

4.10

 

 

$

4.27

 

 

$

(0.93)

 

Dividends declared

 

 

(3.00)

 

 

 

(2.80)

 

 

 

(2.80)

 

Undistributed earnings (loss)

 

$

1.10

 

 

$

1.47

 

 

$

(3.73)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Excludes 1,587 of common equivalent shares related to stock options because their inclusion would be anti-dilutive due to the net loss of the Company.

(2) Excludes 46,805 of common equivalent shares related to non-vested performance shares because their inclusion would be anti-dilutive due to the net loss of the Company.

 

Diluted EPS excludes stock options with exercise prices and exercise tax benefits greater than the average market price of the Company’s common stock during the period because their inclusion would be anti‑dilutive. There were no anti‑dilutive stock options or non-vested performance stock grants for the years ended December 31, 2017 and 2016.

 

Share‑Based Compensation

Accounting Standards Codification (“ASC”) 718, Compensation —Stock Compensation requires the Company to measure and recognize the cost of employee services received in exchange for an award of equity instruments.  Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the fair value of the

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award, and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant).

 

See Note 6 for further information regarding share‑based compensation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)  No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . The ASU provides guidance for an optional reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the newly-enacted federal corporate income tax rate as a result of the TCJA. The amount of the reclassification of the deferred tax in accumulated other comprehensive income is the difference between the historical corporate income tax rate and the newly enacted twenty-one percent corporate income tax rate. The new guidance will be effective for the Company’s year ending December 31, 2018. The Company is evaluating the impact of ASU 2018-02 on its financial position and did not early adopt ASU 2018-02 for the year ended December 31, 2017.

In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities , which requires certain premiums on callable debt securities to be amortized to the earliest call date. The amortization period for callable debt securities purchased at a discount will not be impacted. For public business entities with calendar year ends, the amendments in ASU No. 2017-08 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If early adopted in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period.  The Company is evaluating the impact of ASU 2017-08 on its financial position and results of operations. The extent of the impact will depend upon the nature and characteristics of the Company’s portfolio at the adoption date.

 

In December 2016, the FASB issued ASU 2016-19 - Technical Corrections and Improvements , which covers a wide range of Topics in the Accounting Standards Codification (ASC). The amendments in this Update represent changes to clarify, correct errors, or make minor improvements to the ASC, making it easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments generally fall into one of the following categories: amendments related to differences between original guidance and the ASC, guidance clarification and reference corrections, simplification, or minor improvements. Most of the amendments in ASU 2016-19 do not require transition guidance and are effective upon issuance of ASU 2016-19. The impact of the adoption of ASU 2016-19 was not material to the Company’s financial position, results of operations, cash flows or disclosures.

 

In October 2016, the FASB issued ASU 2016-17 - Consolidation (Topic 810): Interests Held through Related Parties that are Under Common Control , which amends the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (“VIE”) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The Update requires the reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include its indirect variable interests in a VIE held through related parties that are under common control on a proportionate basis as opposed to in their entirety. The amendments in this Update will be applied retrospectively and are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The impact of the adoption of ASU 2016-17 was not material to the Company’s financial position, results of operations or cash flows.

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In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230):   Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 reduces diversity in practice in how certain transactions are classified in the statement of cash flows. The amendments in ASU 2016-15 provide guidance on specific cash flow issues including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. ASU 2016-15 is effective for annual and interim periods beginning after December 15, 2017. The Company does not expect the adoption of ASU 2016-15 to have a material impact to its Consolidated Statements of Cash Flows.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326):   Measurement of Credit Losses on Financial Statements , which amends the guidance for the impairment of financial instruments and is expected to result in more timely recognition of impairment losses. The update introduces an impairment model referred to as the current expected credit loss (“CECL”) model. The impairment model is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The ASU is also intended to reduce the complexity of the current guidance by decreasing the number of credit impairment models that entities use to account for debt instruments. For public business entities that are SEC filers, the amendments in ASU No. 2016-13 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities may adopt the amendments in this update earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is evaluating the impact of ASU 2016-13 on its financial position and results of operations with regards to potential credit losses on its Available For Sale investment portfolio.  The extent of the increase of credit losses is under evaluation, but will depend upon the nature and characteristics of the Company’s portfolio at the adoption date, and the macroeconomic conditions and forecasts at the date.

 

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . This ASC update requires all excess tax benefits and tax deficiencies to be recognized as income tax expense or benefit in the income statement, and be treated as discrete items in the reporting period in which they occur. Additionally, excess tax benefits will be classified with other income tax cash flows as an operating activity and cash paid by an employer when directly withholding shares for tax withholding purposes will be classified as a financing activity. Awards that are used to settle employee tax liabilities will be allowed to qualify for equity classification for withholdings up to the maximum statutory tax rates in applicable jurisdictions. Regarding forfeitures, a company can make an entity-wide accounting policy election to either continue estimating the number of awards that are expected to vest or account for forfeitures when they occur. The updated guidance is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The impact of the adoption of ASU 2016-09 was not material to the Company’s financial position, results of operations or cash flows.

 

In February 2016, the FASB issued ASU 2016-02, Leases . ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of ASU 2016-02 by reviewing its existing lease contracts.  The Company expects a gross-up of its Consolidated Balance Sheets as a result of recognizing lease liabilities and right of use assets.  The extent of such gross-up is under evaluation.  The Company does not expect material changes to the Consolidated Statements of Operations.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities . The amendments in this ASC update address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01: (1) requires equity investments (except those accounted for under the equity method or those that result in the consolidation of the investee) to be measured at fair value with changes in the fair value recognized in net income; (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative

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assessment to identify impairment; (3) requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes; and (4) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the notes to the financial statements. These amendments are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The extent of the impact will depend upon the nature and characteristics of the Company’s portfolio at the adoption date.

 

In May 2015, the FASB issued ASU 2015-09, Disclosures about Short-Duration Contracts. ASU 2015-09 requires companies that issue short duration contracts to disclose additional information, including: (i) incurred and paid claims development tables; (ii) frequency and severity of claims; and (iii) information about material changes in judgments made in calculating the liability for unpaid claim adjustment expenses, including reasons for the change and the effects on the financial statements. ASU 2015-09 is effective for annual periods beginning after December 15, 2015, and interim periods within annual periods beginning after December 15, 2016. The amendments in ASU 2015-09 should be applied retrospectively by providing comparative disclosures for each period presented, except for those requirements that apply only to the current period.  The adoption of ASU 2015-09 is disclosure only and has been reflected in the Loss and Loss Adjustment Expense footnote.

 

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosures of Uncertainties about an Entity’s Ability as a Going Concern. ASU 2014-15 provides guidance on determining when and how to disclose going concern uncertainties in the financial statements, and requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter.  Management has assessed and concluded that there were no conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements were issued.

 

In May 2014, the FASB issued as final, ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes virtually all existing revenue recognition guidance under GAAP. The update's core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The update is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017 and allows early adoption. ASU 2014-09 allows for the use of either the retrospective or modified retrospective approach of adoption. The Company does not expect the modified retrospective adoption of ASU 2014-09 to have a material impact on its financial position, results of operations, or cash flows, or disclosures.

 

Segments

  The Company comprises one business segment: property and casualty insurance operations. Management organizes the business around private passenger automobile insurance in Massachusetts sold exclusively through independent agents and offers other personal and commercial insurance as complementary products. In accordance with ASC 280, Segment Reporting, the financial information of the segment is presented consistent with the way results are regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

 

 

3. Investments

 

The gross unrealized gains and losses on investments in fixed maturity securities, including redeemable preferred stocks that have characteristics of fixed maturities, and equity securities, including interests in mutual funds, and other invested assets, were as follows for the periods indicated.

 

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As of December 31, 2017

 

 

 

 

 

 

 

 

Gross Unrealized Losses (3)

 

 

 

 

    

Cost or

    

Gross

    

Non-OTTI

    

OTTI

    

Estimated

 

 

Amortized

 

Unrealized

 

Unrealized

 

Unrealized

 

Fair

 

 

Cost

 

Gains

 

Losses

 

Losses (4)

 

Value

U.S. Treasury securities

 

$

1,809

 

$

 —

 

$

(18)

 

$

 —

 

$

1,791

Obligations of states and political subdivisions

 

 

391,806

 

 

12,244

 

 

(966)

 

 

 —

 

 

403,084

Residential mortgage-backed securities (1)

 

 

223,257

 

 

2,352

 

 

(2,843)

 

 

 —

 

 

222,766

Commercial mortgage-backed securities

 

 

39,268

 

 

415

 

 

(314)

 

 

 —

 

 

39,369

Other asset-backed securities

 

 

72,665

 

 

173

 

 

(225)

 

 

 —

 

 

72,613

Corporate and other securities

 

 

427,892

 

 

6,962

 

 

(2,451)

 

 

 —

 

 

432,403

Subtotal, fixed maturity securities 

 

 

1,156,697

 

 

22,146

 

 

(6,817)

 

 

 —

 

 

1,172,026

Equity securities (2)

 

 

90,481

 

 

21,995

 

 

(609)

 

 

 —

 

 

111,867

Other invested assets (5)

 

 

23,162

 

 

 —

 

 

 —

 

 

 —

 

 

23,162

Totals

 

$

1,270,340

 

$

44,141

 

$

(7,426)

 

$

 —

 

$

1,307,055

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

 

 

 

 

 

 

 

 

 

Gross Unrealized Losses (3)

 

 

 

 

 

    

Cost or

    

Gross

    

Non-OTTI

    

OTTI

    

Estimated

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Unrealized

 

Fair

 

 

 

Cost

 

Gains

 

Losses

 

Losses (4)

 

Value

 

U.S. Treasury securities

 

$

302

 

$

 —

 

$

 —

 

$

 —

 

$

302

 

Obligations of states and political subdivisions

 

 

382,811

 

 

11,534

 

 

(3,912)

 

 

 —

 

 

390,433

 

Residential mortgage-backed securities (1)

 

 

252,031

 

 

3,256

 

 

(2,656)

 

 

 —

 

 

252,631

 

Commercial mortgage-backed securities

 

 

35,695

 

 

191

 

 

(432)

 

 

 —

 

 

35,454

 

Other asset-backed securities

 

 

70,411

 

 

89

 

 

(90)

 

 

 —

 

 

70,410

 

Corporate and other securities

 

 

401,413

 

 

7,070

 

 

(3,444)

 

 

 —

 

 

405,039

 

Subtotal, fixed maturity securities 

 

 

1,142,663

 

 

22,140

 

 

(10,534)

 

 

 —

 

 

1,154,269

 

Equity securities (2)

 

 

92,326

 

 

15,504

 

 

(2,735)

 

 

 —

 

 

105,095

 

Other invested assets (5)

 

 

21,142

 

 

 —

 

 

 —

 

 

 —

 

 

21,142

 

Totals

 

$

1,256,131

 

$

37,644

 

$

(13,269)

 

$

 —

 

$

1,280,506

 

 


(1)

Residential mortgage‑backed securities consists primarily of obligations of U.S. Government agencies including collateralized mortgage obligations issued, guaranteed and/or insured by the following issuers: Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA) and the Federal Home Loan Bank (FHLB).

(2)

Equity securities include interests in mutual funds held to fund the Company’s executive deferred compensation plan.

(3)

The Company’s investment portfolio included 367 and 343 securities in an unrealized loss position at December 31, 2017 and December 31, 2016, respectively.

(4)

Amounts in this column represent other‑than‑temporary impairment (“OTTI”) recognized in accumulated other comprehensive income.

(5)

Other invested assets are accounted for under the equity method which approximates fair value.

 

The amortized cost and the estimated fair value of fixed maturity securities, by maturity, are shown below for the period indicated. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

 

 

 

 

 

 

 

 

As of December 31, 2017

 

    

Amortized

    

Estimated

 

 

Cost

 

Fair Value

Due in one year or less

 

$

63,751

 

$

63,886

Due after one year through five years

 

 

291,873

 

 

297,433

Due after five years through ten years

 

 

242,425

 

 

246,193

Due after ten years through twenty years

 

 

218,344

 

 

224,328

Due after twenty years

 

 

5,114

 

 

5,440

Asset-backed securities

 

 

335,190

 

 

334,746

Totals

 

$

1,156,697

 

$

1,172,026

 

 

 

 

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The gross realized gains and losses on sales of investments were as follows for the periods indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Years Ended December 31,

 

 

2017

    

2016

 

2015

Gross realized gains

 

 

 

 

 

 

 

 

 

Fixed maturity securities

 

$

1,468

 

$

803

 

$

496

Equity securities

 

 

5,244

 

 

6,946

 

 

2,727

Gross realized losses

 

 

 

 

 

 

 

 

 

Fixed maturity securities

 

 

(504)

 

 

(1,242)

 

 

(3,315)

Equity securities

 

 

(172)

 

 

(948)

 

 

(377)

Net realized gains (losses) on investments

 

$

6,036

 

$

5,559

 

$

(469)

 

In the normal course of business, the Company enters into transactions involving various types of financial instruments, including investments in fixed maturities and equity securities. Investment transactions have credit exposure to the extent that a counter party may default on an obligation to the Company. Credit risk is a consequence of carrying, trading and investing in securities. To manage credit risk, the Company focuses on higher quality fixed income securities, reviews the credit strength of all companies in which it invests, limits its exposure in any one investment and monitors the portfolio quality, taking into account credit ratings assigned by recognized statistical rating organizations.

The following tables as of December 31, 2017 and 2016 present the gross unrealized losses included in the Company’s investment portfolio and the fair value of those securities aggregated by investment category. The tables also present the length of time that they have been in a continuous unrealized loss position.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of  December 31, 2017

 

 

Less than 12 Months

 

12 Months or More

 

Total

 

    

Estimated

    

Unrealized

    

Estimated

    

Unrealized

    

Estimated

    

Unrealized

 

 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

Fair Value

 

Losses

U.S. Treasury securities

 

$

1,791

 

$

18

 

$

 —

 

$

 —

 

$

1,791

 

$

18

Obligations of states and political subdivisions

 

 

19,603

 

 

152

 

 

30,018

 

 

814

 

 

49,621

 

 

966

Residential mortgage-backed securities

 

 

126,713

 

 

1,724

 

 

39,638

 

 

1,119

 

 

166,351

 

 

2,843

Commercial mortgage-backed securities

 

 

5,457

 

 

30

 

 

8,027

 

 

284

 

 

13,484

 

 

314

Other asset-backed securities

 

 

25,769

 

 

167

 

 

18,270

 

 

58

 

 

44,039

 

 

225

Corporate and other securities

 

 

94,863

 

 

1,189

 

 

36,440

 

 

1,262

 

 

131,303

 

 

2,451

Subtotal, fixed maturity securities

 

 

274,196

 

 

3,280

 

 

132,393

 

 

3,537

 

 

406,589

 

 

6,817

Equity securities

 

 

4,730

 

 

361

 

 

2,420

 

 

248

 

 

7,150

 

 

609

Total temporarily impaired securities

 

$

278,926

 

$

3,641

 

$

134,813

 

$

3,785

 

$

413,739

 

$

7,426

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

 

 

Less than 12 Months

 

12 Months or More

 

Total

 

    

Estimated

    

Unrealized

    

Estimated

    

Unrealized

    

Estimated

    

Unrealized

 

 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

Fair Value

 

Losses

U.S. Treasury securities

 

$

301

 

$

 —

 

$

 —

 

$

 —

 

$

301

 

$

 —

Obligations of states and political subdivisions

 

 

79,960

 

 

3,912

 

 

 —

 

 

 —

 

 

79,960

 

 

3,912

Residential mortgage-backed securities

 

 

182,265

 

 

2,476

 

 

4,595

 

 

180

 

 

186,860

 

 

2,656

Commercial mortgage-backed securities

 

 

15,521

 

 

432

 

 

 —

 

 

 —

 

 

15,521

 

 

432

Other asset-backed securities

 

 

31,869

 

 

90

 

 

 —

 

 

 —

 

 

31,869

 

 

90

Corporate and other securities

 

 

118,625

 

 

2,044

 

 

17,531

 

 

1,400

 

 

136,156

 

 

3,444

Subtotal, fixed maturity securities

 

 

428,541

 

 

8,954

 

 

22,126

 

 

1,580

 

 

450,667

 

 

10,534

Equity securities

 

 

6,364

 

 

315

 

 

14,841

 

 

2,420

 

 

21,205

 

 

2,735

Total temporarily impaired securities

 

$

434,905

 

$

9,269

 

$

36,967

 

$

4,000

 

$

471,872

 

$

13,269

Other‑Than‑Temporary Impairments

ASC 320, Investments—Debt and Equity Securities requires entities to separate an OTTI of a debt security into two components when there are credit related losses associated with the impaired debt security for which the Company asserts that it does not have the intent to sell the security, and it is more likely than not that it will not be required to sell the security before recovery of its cost basis. Under ASC 320, the amount of the OTTI related to a credit loss is recognized in earnings, and the amount of the OTTI related to other factors is recorded as a component of other

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comprehensive income (loss). In instances where no credit loss exists but it is more likely than not that the Company will have to sell the debt security prior to the anticipated recovery, the decline in market value below amortized cost is recognized as an OTTI in earnings. In periods after the recognition of an OTTI on debt securities, the Company accounts for such securities as if they had been purchased on the measurement date of the OTTI at an amortized cost basis equal to the previous amortized cost basis less the OTTI recognized in earnings. For debt securities for which OTTI was recognized in earnings, the difference between the new amortized cost basis and the cash flows expected to be collected will be accreted or amortized into net investment income.

The Company holds no subprime mortgage debt securities. All of the Company’s holdings in mortgage‑backed securities are either U.S. Government or Agency guaranteed or are rated investment grade by either Moody’s or Standard & Poor’s.

The unrealized losses in the Company’s fixed income and equity portfolio as of December 31, 2017 were reviewed for potential other-than-temporary asset impairments.  The Company held two debt securities at December 31, 2017 with a material (20% or greater) unrealized loss for four or more consecutive quarters that additionally had certain qualitative factors that led to an impairment charge.  As a result of our analysis, during the year ended December 31, 2017, the Company recognized $256 of OTTI losses which consisted entirely of credit losses related to fixed maturity securities. During the year ended December 31, 2016, the Company recognized $798 of OTTI losses which consisted entirely of credit losses related to fixed maturity securities.

 

Specific qualitative analysis was also performed for any additional securities appearing on the Company’s “Watch List,” if any.  Qualitative analysis considered such factors as the financial condition and the near term prospects of the issuer, whether the debtor is current on its contractually obligated interest and principal payments, changes to the rating of the security by a rating agency and the historical volatility of the fair value of the security.

 

The qualitative analysis performed by the Company concluded that outside of the securities that were recognized through OTTI, the unrealized losses recorded on the investment portfolio at December 31, 2017 resulted from fluctuations in market interest rates and other temporary market conditions as opposed to fundamental changes in the credit quality of the issuers of such securities.  Therefore, decreases in fair values of the Company’s securities are viewed as being temporary.

 

The following table summarizes the credit loss recognized in earnings related to fixed maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 

2017

 

2016

 

 

2015

Credit losses on fixed maturity securities, beginning of period

 

$

1,094

 

$

796

 

 

 -

 

Add: credit losses on OTTI not previously recognized

 

 

256

 

 

798

 

 

796

 

Less: credit losses on securities sold

 

 

(458)

 

 

(500)

 

 

 -

 

Less: credit losses on securities impaired due to intent to sell

 

 

 —

 

 

 —

 

 

 —

 

Add: credit losses on previously impaired securities

 

 

 —

 

 

 —

 

 

 —

 

Less: increases in cash flows expected on previously impaired securities

 

 

 —

 

 

 —

 

 

 —

Credit losses on fixed maturity securities, end of period

 

$

892

 

$

1,094

 

 

796

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2017 and December 31, 2016, there were no amounts included in accumulated other comprehensive income related to securities which were considered by the Company to be other‑than‑temporarily impaired.

 

Based upon the qualitative analysis performed, the Company’s decision to hold these securities, the Company’s current level of liquidity and its positive operating cash flows, management believes it is more likely than not that it will not be required to sell any of its securities before the anticipated recovery in the fair value to its amortized cost basis.

 

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Net Investment Income  

The components of net investment income were as follows for the periods indicated.

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2017

    

2016

 

2015

Interest on fixed maturity securities

 

$

37,246

 

$

36,961

 

$

38,794

Dividends on equity securities

 

 

3,093

 

 

3,401

 

 

3,362

Equity in earnings of other invested assets

 

 

1,016

 

 

949

 

 

918

Interest on other assets

 

 

89

 

 

64

 

 

74

Interest on cash and cash equivalents

 

 

 —

 

 

43

 

 

11

Total Investment Income

 

 

41,444

 

 

41,418

 

 

43,159

Investment expenses

 

 

2,686

 

 

3,005

 

 

2,625

Net investment income 

 

$

38,758

 

$

38,413

 

$

40,534

 

 

 

 

 

4. Equipment and Leasehold Improvements

The carrying value of equipment and leasehold improvements by classification was as follows for the periods indicated.

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

 

2017

 

2016

 

Software

    

$

34,252

    

$

29,167

    

Computer equipment

 

 

8,820

 

 

8,218

 

Leasehold improvements

 

 

2,524

 

 

2,524

 

Other equipment

 

 

2,770

 

 

2,499

 

Furniture and fixtures

 

 

1,338

 

 

1,338

 

Total cost

 

 

49,704

 

 

43,746

 

Less accumulated depreciation and amortization

 

 

39,837

 

 

34,800

 

Equipment and leasehold improvements, net

 

$

9,867

 

$

8,946

 

 

  Depreciation and amortization expense for the years ended December 31, 2017, 2016, and 2015 was $5,037,  $4,382, and $3,907, respectively.

 

5. Employee Benefit Plan

  The Company sponsors the Safety Insurance Company 401(k) qualified defined contribution retirement plan (the “Retirement Plan”). The Retirement Plan is available to all eligible employees of the Company. An employee must be 21 years of age to be eligible to participate in the Retirement Plan and is allowed to contribute on a pre‑tax basis up to the maximum allowed under federal law. The Retirement Plan is administered by the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974. At the close of each Retirement Plan year, the Company makes a matching contribution equal to 100% of the amount each participant contributed during the plan year from their total pay, up to a maximum amount of 8% of the participant’s base salary, to those participants who have contributed to the Retirement Plan and were employed on the last day of the Retirement Plan year. Compensation expense related to the Retirement Plan was $3,164,  $3,018, and $3,019 for the years ended December 31, 2017, 2016, and 2015, respectively.

 

6. Share‑Based Compensation

Management Omnibus Incentive Plan

Long-term incentive compensation is provided under the Company’s 2002 Management Omnibus Incentive Plan (“the Incentive Plan”) which provides for a variety of share-based compensation awards, including nonqualified stock options, incentive stock options, stock appreciation rights and restricted stock (“RS”) awards.

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The maximum number of shares of common stock with respect to which awards may be granted is 2,500,000.  The Incentive Plan was amended in March of 2013 to remove "share recycling" plan provisions.  Hence, shares of stock covered by an award under the Incentive Plan that are forfeited are no longer available for issuance in connection with 2013 and future grants of awards.  At December 31, 2017, there were 209,087 shares available for future grant.  The Board of Directors and the Compensation Committee intend to issue more awards under the Incentive Plan in the future.

 

For the years ended December 31, 2017, 2016, and 2015, the Company recorded compensation expense related to awards under the Incentive Plan of $3,358,  $2,797, and $2,423, net of income tax benefit of $1,808,  $1,506, and $1,304, respectively.

Stock Options

The following table summarizes stock option activity under the Incentive Plan.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2017

    

2016

 

2015

 

 

Shares

 

Weighted

 

Shares

 

Weighted

 

Shares

 

Weighted

 

 

Under

 

Average

 

Under

 

Average

 

Under

 

Average

 

 

Option

 

Exercise Price

 

Option

 

Exercise Price

 

Option

 

Exercise Price

Outstanding at beginning of year

$

 —

 

$

 —

$

6,200

 

$

42.85

$

12,700

 

$

42.85

Exercised

 

 —

 

 

 —

 

(6,000)

 

 

42.85

 

(6,500)

 

 

42.85

Forfeited

 

 —

 

 

 —

 

(200)

 

 

42.85

 

 —

 

 

 —

Outstanding at end of period

 

 —

 

 

 —

 

 —

 

 

 —

 

6,200

 

 

42.85

Exercisable at end of period

$

 —

 

$

 —

$

 —

 

$

 —

$

6,200

 

$

42.85

 

 

 

As of December 31, 2016, all stock option awards have expired and all compensation expense related to stock option awards has been recognized. At December 31, 2015, the aggregate intrinsic value of outstanding shares under option was $84 with a weighted average remaining contractual term of 0.2 years, respectively. Aggregate intrinsic value represents the total pretax intrinsic value, which is the difference between the fair value based upon the Company’s closing year‑ end stock price at December 31, 2015 and the exercise price which would have been received by the option holders had all option holders exercised their options as of that date. The exercise price on stock options outstanding under the Incentive Plan was $42.85 at December 31, 2015. The total intrinsic value of options exercised during the years ended December 31, 2016, and 2015, $85, and $138, respectively.

Restricted Stock

Service-based restricted stock awarded in the form of unvested shares is recorded at the market value of the Company’s common stock on the grant date and amortized ratably as compensation expense over the requisite service period.  Service-based restricted stock awards generally vest over a three-year period and vest 30% on the first and second anniversaries of the grant date and 40% on the third anniversary of the grant date, except for non-executive employees’ restricted stock awards which vest ratably over a five-year service period and independent directors’ stock awards which vest immediately.  Our independent directors are subject to stock ownership guidelines, which require them to have a value equal to four times their annual cash retainer.

 

In addition to service-based awards, the Company grants performance-based restricted shares to certain employees.  These performance shares cliff vest after a three-year performance period provided certain performance measures are attained.  A portion of these awards, which contain a market condition, vest according to the level of total shareholder return achieved by the Company compared to its property-casualty insurance peers over a three-year period.  The remainders, which contain a performance condition, vest according to the level of Company’s combined ratio results compared to a target based on its property-casualty insurance peers.

 

Actual payouts can range from 0% to 200% of target shares awarded depending upon the level of achievement of the respective market and performance conditions during a three fiscal-year performance period.  Compensation

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expense for share awards with a performance condition is based on the probable number of awards expected to vest using the performance level most likely to be achieved at the end of the performance period.

 

Performance-based awards with market conditions are accounted for and measured differently from awards that have a performance or service condition.  The effect of a market condition is reflected in the award’s fair value on the grant date.  That fair value is recognized as compensation cost over the requisite service period regardless of whether the market-based performance objective has been satisfied.

 

All of the Company’s restricted stock awards are issued as incentive compensation and are equity classified.

 

The following table summarizes restricted stock activity under the Incentive Plan assuming a target payout for the performance-based shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

2017

 

2016

 

2015

 

    

Shares 

    

Weighted

 

Shares 

    

Weighted

 

Shares 

 

Weighted

 

 

Under

 

Average

 

Under

 

Average

 

Under

 

Average

 

 

Restriction

 

Fair Value

 

Restriction

 

Fair Value

 

Restriction

 

Fair Value

Outstanding at beginning of year

 

95,493

 

$

55.86

 

112,024

 

$

54.44

 

176,116

 

$

46.38

Granted

 

40,226

 

 

73.42

 

46,556

 

 

56.09

 

46,943

 

 

61.57

Vested and unrestricted

 

(42,453)

 

 

56.56

 

(56,279)

 

 

53.43

 

(108,130)

 

 

44.51

Forfeited

 

(180)

 

 

63.87

 

(6,808)

 

 

50.02

 

(2,905)

 

 

49.94

Outstanding at end of period

 

93,086

 

$

63.13

 

95,493

 

$

55.86

 

112,024

 

$

54.44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

2017

 

2016

 

2015

 

    

Performance-based

    

Weighted

    

Performance-based

    

Weighted

    

Performance-based

 

Weighted

 

 

Shares Under

 

Average

 

Shares Under

 

Average

 

Shares Under

 

Average

 

 

Restriction

 

Fair Value

 

Restriction

 

Fair Value

 

Restriction

 

Fair Value

Outstanding at beginning of year

 

94,610

 

$

57.60

 

99,101

 

$

55.55

 

64,724

 

$

50.40

Granted

 

29,829

 

 

74.96

 

44,626

 

 

61.07

 

37,722

 

 

63.62

Vested and unrestricted

 

(18,259)

 

 

53.99

 

(15,289)

 

 

47.42

 

 

 

Forfeited

 

(520)

 

 

53.99

 

(33,828)

 

 

52.07

 

(3,345)

 

 

46.91

Outstanding at end of period

 

105,660

 

$

62.75

 

94,610

 

$

57.60

 

99,101

 

$

55.55

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  As of December 31, 2017, there was $6,420 of unrecognized compensation expense related to non‑vested restricted stock awards that is expected to be recognized over a weighted average period of 1.7 years. The total fair value of the shares that were vested and unrestricted during the years ended December 31, 2017, 2016, and 2015 was $3,387,  $3,732 and $2,897, respectively.

 

7. Commitments and Contingencies

Lease Commitments

The Company has various non‑cancelable long‑term operating leases. The approximate minimum annual rental payments due under these lease agreements as of December 31, 2017 are presented in the following table.

 

 

 

 

2018

$

3,633

2019

 

3,537

2020

 

3,474

2021

 

3,437

2022

 

3,424

2023 and after

 

19,977

Total minimum lease payments

$

37,482

 

 

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Certain lease agreements contain renewal options and, in addition to the minimum annual rentals, generally provide for payment of a share of the real estate taxes and operating expenses in excess of a base amount. Rental expense was $4,557,  $4,242 and $4,293 for the years ended December 31, 2017, 2016, and 2015, respectively. All leases expire prior to 2029. The Company expects that in the normal course of business, leases that expire will be renewed.

A ninth amendment to a lease agreement for the lease of office space was executed on November 7, 2017. Under the provisions of this amendment, the lease term was extended an additional eleven years commencing on January 1, 2018, with an option to renew for two additional five‑year terms.

As part of the Company’s investment activity, we have committed $60,000 to investments in limited partnerships in a real estate investment trust.  The Company has contributed $30,240 to these commitments as of December 31, 2017.  As of December 31, 2017, the remaining committed capital due to be called is $29,760.

 

Contingencies

Various claims, generally incidental to the conduct of normal business, are pending or alleged against the Company from time to time. In the opinion of management, based in part on the advice of legal counsel, the ultimate resolution of such claims will not have a material adverse effect on the Company’s consolidated financial statements. However, if estimates of the ultimate resolutions of those proceedings are revised, liabilities related to those proceedings could be adjusted in the near term.

  Massachusetts law requires that insurers licensed to do business in Massachusetts participate in the Massachusetts Insurers Insolvency Fund (“Insolvency Fund”). Members of the Insolvency Fund are assessed a proportionate share of the obligations and expenses of the Insolvency Fund in connection with an insolvent insurer. It is anticipated that there will be additional assessments from time to time relating to various insolvencies. Although the timing and amounts of any future assessments are not known, based upon existing knowledge, management’s opinion is that such future assessments will not have a material effect upon the financial position of the Company.

 

8. Debt

The Company has a Revolving Credit Agreement (the “Credit Agreement”) with Citizens Bank, NA ((formerly known as RBS Citizens, N.A. (“Citizens Bank”)). The Credit Agreement provides a $30,000 revolving credit facility with an accordion feature allowing for future expansion of the committed amount up to $50,000. Loans under the credit facility bear interest at the Company’s option at either (i) the LIBOR rate plus 1.25% per annum or (ii) the higher of Citizens Bank prime rate or 0.5% above the federal funds rate plus 1.25% per annum. Interest only is payable prior to maturity. The Credit Agreement has a maturity date of August 14, 2018.

The Company’s obligations under the credit facility are secured by pledges of its assets and the capital stock of its operating subsidiaries. The credit facility is guaranteed by the Company’s non‑insurance company subsidiaries. The credit facility contains covenants including requirements to maintain minimum risk‑based capital ratios and statutory surplus of Safety Insurance Company as well as limitations or restrictions on indebtedness, liens, and other matters. As of December 31, 2017, the Company was in compliance with all covenants. In addition, the credit facility includes customary events of default, including a cross‑default provision permitting the lenders to accelerate the facility if the Company (i) defaults in any payment obligation under debt having a principal amount in excess of $10,000 or (ii) fails to perform any other covenant permitting acceleration of all such debt.

The Company had no amounts outstanding on its credit facility at December 31, 2017 or 2016. The credit facility commitment fee included in interest expense was computed at a rate of 0.25% per annum on the $30,000 commitment at December 31, 2017 and 2016.

 

The Company became a member of the Federal Home Loan Bank of Boston (“FHLB-Boston”) during the quarter ended September 30, 2014.  Membership in the FHLB-Boston allows the Company to borrow money at competitive interest rates provided the loan is collateralized by specific U.S Government residential mortgage backed

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securities.  At December 31, 2017, the Company has the ability to borrow approximately $264,857 using eligible invested assets that would be used as collateral. The Company has no amounts outstanding from the FHLB-Boston at December 31, 2017.

9. Reinsurance

 

The Company cedes insurance to CAR and to other reinsurers. The Company has a property catastrophe excess of loss agreement and a casualty excess of loss agreement that qualify as reinsurance treaties and are designed to protect against large or unusual loss and LAE activity. Reinsurance contracts do not relieve the Company from its obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company evaluates the financial condition of its reinsurers and monitors economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies.

On December 15, 2015, the Company filed for arbitration with a reinsurer in regards to the reinsurance recoverable resulting from the 2015 winter storm losses that are admissible under our contract.  The total amount of recoverable in dispute, which is based on our total incurred loss, was $20,918 and $22,838 as of December 31, 2017 and 2016, respectively.  The change in the recovery is attributable to changes in the total incurred loss for reserve development.

 

On January 8, 2018 the Company received a final order from the panel of arbitrators in which the reinsurer would pay the Company $9,200 for settlement of all paid and outstanding losses. The remaining unrecovered amount of $11,718 was expensed in 2017. 

 

The current reinsurance recoverable related to the 2015 snow event from all reinsurers is $675. 

 

The Company is subject to concentration of credit risk with respect to reinsurance ceded. At December 31, 2017, reinsurance receivables on paid and unpaid loss and LAE with a carrying value of $86,291 and ceded unearned premiums of $30,706 were associated with CAR. At December 31, 2016, reinsurance receivables on paid and unpaid loss and LAE with a carrying value of $70,623 and ceded unearned premiums of $26,964 were associated with CAR. The Company assumes a proportionate share of the obligations from CAR. The Company makes an estimate of its share of assumed activity from the most recent quarter reported by CAR and records adjustments to the reported activity to reflect its anticipated final assumed obligations. The Company’s participation in CAR resulted in assumed net losses of $5,444,  $2,341 and $365 for the years ended December 31, 2017, 2016 and 2015, respectively.

 

CAR has been, with few exceptions, required by law to issue a policy to any applicant who seeks it. As a servicing carrier of CAR, this requirement has applied to the Company.

 

The effect of assumed and ceded premiums on net written and earned premiums and losses and LAE incurred is as follows.

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2017

    

2016

    

2015

Written Premiums

 

 

 

 

 

 

 

 

 

Direct

 

$

827,316

 

$

811,559

 

$

785,730

Assumed

 

 

34,214

 

 

30,424

 

 

28,322

Ceded

 

 

(80,476)

 

 

(75,513)

 

 

(67,872)

Net written premiums

 

$

781,054

 

$

766,470

 

$

746,180

 

 

 

 

 

 

 

 

 

 

Earned Premiums

 

 

 

 

 

 

 

 

 

Direct

 

$

818,804

 

$

796,366

 

$

776,633

Assumed

 

 

32,502

 

 

29,544

 

 

25,819

Ceded

 

 

(76,886)

 

 

(70,150)

 

 

(64,288)

Net earned premiums

 

$

774,420

 

$

755,760

 

$

738,164

 

 

 

 

 

 

 

 

 

 

Loss and LAE

 

 

 

 

 

 

 

 

 

Direct

 

$

517,146

 

$

515,506

 

$

688,793

Assumed

 

 

28,003

 

 

23,343

 

 

22,306

Ceded

 

 

(41,262)

 

 

(45,416)

 

 

(98,530)

Net loss and LAE

 

$

503,887

 

$

493,433

 

$

612,569

 

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10. Loss and Loss Adjustment Expense Reserves

The following table sets forth a reconciliation of beginning and ending reserves for losses and loss adjustment expenses (“LAE”), as shown in the Company’s consolidated financial statements for the periods indicated.

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2017

    

2016

 

 

2015

Reserves for losses and LAE at beginning of year

 

$

560,321

 

$

553,977

 

$

482,012

Less receivable from reinsurers related to unpaid losses and LAE

 

 

(83,724)

 

 

(68,261)

 

 

(61,245)

Net reserves for losses and LAE at beginning of year

 

 

476,597

 

 

485,716

 

 

420,767

Incurred losses and LAE, related to:

 

 

 

 

 

 

 

 

 

Current year

 

 

545,671

 

 

538,881

 

 

642,882

Prior years

 

 

(41,784)

 

 

(45,448)

 

 

(30,313)

Total incurred losses and LAE

 

 

503,887

 

 

493,433

 

 

612,569

Paid losses and LAE related to:

 

 

 

 

 

 

 

 

 

Current year

 

 

325,049

 

 

328,046

 

 

415,256

Prior years

 

 

164,466

 

 

174,506

 

 

132,364

Total paid losses and LAE

 

 

489,515

 

 

502,552

 

 

547,620

Net reserves for losses and LAE at end of period

 

 

490,969

 

 

476,597

 

 

485,716

Plus receivable from reinsurers related to unpaid losses and LAE

 

 

83,085

 

 

83,724

 

 

68,261

Reserves for losses and LAE at end of period

 

$

574,054

 

$

560,321

 

$

553,977

 

 

 

 

 

 

 

 

 

 

 

At the end of each period, the reserves were re‑estimated for all prior accident years. The Company’s prior year reserves decreased by $41,784, $45,448, and $30,313 for the years ended 2017, 2016, and 2015, respectively, and resulted from re‑estimations of prior years’ ultimate loss and LAE liabilities. The decrease in prior year reserves during 2017 was primarily composed of reductions of $29,855 in the Company’s retained automobile and $10,201 in the Company’s retained other than auto and homeowners reserves, inclusive of the reinsurance recoverable loss. The decrease in prior year reserves during 2016 was primarily composed of reductions of $25,019 in the Company’s retained automobile and $11,648 in the Company’s retained homeowners reserves. The decrease in prior year reserves during 2015 was primarily composed of reductions of $18,644 in the Company’s retained automobile and $7,964 in the Company’s retained homeowners reserves.

The Company’s private passenger automobile line of business prior year reserves decreased during the years ended December 31, 2017, 2016 and 2015 primarily due to improved retained private passenger results. The improved retained private passenger results were primarily due to fewer incurred but not yet reported claims than previously estimated and better than previously estimated severity on the Company’s established bodily injury and property damage case reserves.

The following is information about incurred and paid claims development as of December 31, 2017 net of reinsurance, as well as cumulative claim frequency and the total of incurred-but-not-reported liabilities plus expected development on reported claims included within the net incurred claims amounts for our three largest lines of business. The cumulative number of reported claims include claims closed with payment, claims closed without payment and all open claims.  It does not include anticipated IBNR claims.  For the Private Passenger Automobile and Commercial Automobile lines of business, claim count is defined on a claimant basis where several claim counts may arise from a single auto accident.  For Homeowners and all other lines of business, claim count is defined on an accident basis.

 

The information about incurred claims and allocated claim adjustment expense, net or reserves and paid ultimate claims development for the years ended December 31, 2008 to 2015 is presented as unaudited supplementary information.

 

 

 

 

 

 

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Private Passenger Automobile Liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

 

As of December 31, 2017

 

 

 

 

For the Years Ended December 31,

 

 

 

Total of Incurred-but-Not-Reported Liabilities Plus Expected Development of Reported Claims

Cumulative Number of Reported Claims

Accident Year

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

2008

 

$ 184,923

 

$ 178,522

 

$ 171,359

 

$ 165,751

 

$ 162,494

 

$ 158,899

 

$ 157,015

 

$ 156,782

 

$ 155,432

 

$ 155,203

 

$ 326

55,948
2009

 

 

 

174,243

 

172,667

 

168,900

 

167,078

 

163,593

 

160,844

 

159,674

 

159,021

 

158,433

 

299
55,015
2010

 

 

 

 

 

169,426

 

172,558

 

171,978

 

170,089

 

166,195

 

164,723

 

163,206

 

162,679

 

1,234
54,932
2011

 

 

 

 

 

 

 

176,727

 

176,906

 

176,906

 

175,209

 

172,957

 

171,852

 

170,732

 

1,441
56,123
2012

 

 

 

 

 

 

 

 

 

175,262

 

175,189

 

174,856

 

170,379

 

167,831

 

166,008

 

2,141
53,270
2013

 

 

 

 

 

 

 

 

 

 

 

183,367

 

183,517

 

183,264

 

181,492

 

179,167

 

887
54,240
2014

 

 

 

 

 

 

 

 

 

 

 

 

 

187,305

 

187,104

 

186,798

 

183,119

 

(742)
52,770
2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

190,036

 

190,236

 

188,317

 

(6,017)
52,890
2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

192,912

 

192,318

 

(5,470)
49,050
2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

185,673

 

(2,536)
42,576

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$ 1,741,649

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Private Passenger Automobile Liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

Accident Year

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

2008

 

$ 72,994

 

$ 118,287

 

$ 136,555

 

$ 144,488

 

$ 150,932

 

$ 153,603

 

$ 154,645

 

$ 154,788

 

$ 154,817

 

$ 154,826

 

 

 

2009

 

 

 

73,808

 

121,962

 

139,517

 

148,807

 

153,756

 

156,808

 

157,440

 

157,697

 

157,710

 

 

 

2010

 

 

 

 

 

73,721

 

126,734

 

142,688

 

153,408

 

157,887

 

160,192

 

160,859

 

161,080

 

 

 

2011

 

 

 

 

 

 

 

76,467

 

130,018

 

146,532

 

158,904

 

164,413

 

167,251

 

168,025

 

 

 

2012

 

 

 

 

 

 

 

 

 

74,306

 

126,553

 

144,157

 

152,991

 

157,443

 

160,416

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

79,049

 

135,031

 

152,472

 

163,694

 

169,634

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

79,151

 

136,434

 

156,693

 

166,815

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

76,934

 

138,255

 

156,483

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

78,862

 

137,917

 

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

77,519

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$ 1,510,425

 

 

 

 

 

 

 

 

 

 

 

 

All outstanding liabilities before 2008, net of reinsurance

 

766

 

 

 

 

 

 

 

 

 

Liabilities for claims and claim adjustment expenses, net of reinsurance

 

$ 231,990

 

 

 

 

 

 

 

 

 

 

 

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Private Passenger Automobile Physical Damage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

 

As of December 31, 2017

 

 

 

 

For the Years Ended December 31,

 

 

 

Total of Incurred-but-Not-Reported Liabilities Plus Expected Development of Reported Claims

Cumulative Number of Reported Claims

Accident Year

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

2008

 

$ 101,471

 

$ 99,626

 

$ 99,960

 

$ 99,883

 

$ 99,822

 

$ 99,806

 

$ 99,791

 

$ 99,792

 

$ 99,816

 

$ 99,809

 

$ 6

130,706
2009

 

 

 

96,219

 

93,993

 

93,156

 

93,058

 

93,060

 

93,021

 

93,036

 

93,014

 

93,002

 

4
127,434
2010

 

 

 

 

 

101,456

 

98,463

 

96,642

 

96,485

 

96,385

 

96,366

 

96,325

 

96,323

 

6
128,200
2011

 

 

 

 

 

 

 

118,131

 

117,951

 

115,028

 

113,821

 

113,765

 

113,674

 

113,677

 

3
140,509
2012

 

 

 

 

 

 

 

 

 

108,376

 

107,912

 

104,393

 

103,679

 

103,575

 

103,547

 

7
123,641
2013

 

 

 

 

 

 

 

 

 

 

 

114,389

 

114,239

 

113,034

 

112,197

 

112,096

 

(29)
131,703
2014

 

 

 

 

 

 

 

 

 

 

 

 

 

123,421

 

123,622

 

122,410

 

122,327

 

(69)
134,998
2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

140,219

 

136,661

 

134,101

 

21
144,237
2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

129,528

 

124,922

 

486
125,983
2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

128,340

 

(18,658)
120,665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$ 1,128,144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Private Passenger Automobile Physical Damage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

Accident Year

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

2008

 

$ 98,451

 

$ 100,648

 

$ 99,976

 

$ 99,939

 

$ 99,853

 

$ 99,807

 

$ 99,791

 

$ 99,770

 

$ 99,768

 

$ 99,758

 

 

 

2009

 

 

 

96,496

 

94,258

 

93,187

 

93,116

 

93,049

 

93,024

 

93,026

 

93,012

 

92,998

 

 

 

2010

 

 

 

 

 

101,635

 

98,445

 

96,587

 

96,444

 

96,369

 

96,335

 

96,325

 

96,317

 

 

 

2011

 

 

 

 

 

 

 

126,196

 

117,152

 

114,451

 

113,809

 

113,719

 

113,673

 

113,669

 

 

 

2012

 

 

 

 

 

 

 

 

 

111,928

 

107,017

 

104,311

 

103,664

 

103,573

 

103,537

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

120,843

 

115,904

 

112,894

 

112,162

 

112,085

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

130,732

 

126,414

 

122,668

 

122,402

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

143,532

 

136,760

 

134,066

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

133,530

 

124,298

 

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

132,409

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$ 1,131,539

 

 

 

 

 

 

 

 

 

 

 

 

All outstanding liabilities before 2008, net of reinsurance

 

0

 

 

 

 

 

 

 

 

 

Liabilities for claims and claim adjustment expenses, net of reinsurance

 

$ (3,395)

 

 

 

 

 

 

 

 

 

 

 

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Commercial Automobile Liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

 

As of December 31, 2017

 

 

 

 

For the Years Ended December 31,

 

 

 

Total of Incurred-but-Not-Reported Liabilities Plus Expected Development of Reported Claims

Cumulative Number of Reported Claims

Accident Year

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

2008

 

$ 27,399

 

$ 26,868

 

$ 25,526

 

$ 24,827

 

$ 25,133

 

$ 24,729

 

$ 24,535

 

$ 24,057

 

$ 23,852

 

$ 23,852

 

$ 30

5,367
2009

 

 

 

23,292

 

22,757

 

22,416

 

21,968

 

21,938

 

21,720

 

21,564

 

21,461

 

21,193

 

150
4,755
2010

 

 

 

 

 

20,150

 

19,922

 

19,493

 

19,576

 

19,763

 

19,285

 

19,034

 

18,725

 

288
4,531
2011

 

 

 

 

 

 

 

23,658

 

24,298

 

24,160

 

24,187

 

23,649

 

22,933

 

22,817

 

173
4,958
2012

 

 

 

 

 

 

 

 

 

23,704

 

24,447

 

24,662

 

24,723

 

24,572

 

23,819

 

888
4,566
2013

 

 

 

 

 

 

 

 

 

 

 

29,175

 

29,541

 

28,377

 

26,864

 

26,310

 

908
5,782
2014

 

 

 

 

 

 

 

 

 

 

 

 

 

34,117

 

34,105

 

34,376

 

33,914

 

1,226
6,084
2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35,371

 

36,150

 

36,610

 

(1,606)
7,197
2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,954

 

39,416

 

(1,731)
6,404
2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

42,865

 

13,208
5,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$ 289,521

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Automobile Liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

Accident Year

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

2008

 

$ 7,106

 

$ 13,711

 

$ 17,216

 

$ 20,085

 

$ 22,344

 

$ 23,416

 

$ 23,762

 

$ 23,732

 

$ 23,764

 

$ 23,771

 

 

 

2009

 

 

 

6,811

 

12,705

 

15,196

 

17,237

 

19,004

 

20,589

 

20,988

 

21,026

 

21,026

 

 

 

2010

 

 

 

 

 

6,466

 

11,520

 

13,816

 

15,821

 

17,351

 

17,892

 

18,113

 

18,269

 

 

 

2011

 

 

 

 

 

 

 

7,306

 

14,263

 

17,807

 

19,783

 

20,941

 

21,913

 

22,043

 

 

 

2012

 

 

 

 

 

 

 

 

 

6,503

 

12,474

 

15,617

 

17,804

 

18,876

 

20,601

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

8,502

 

17,079

 

19,625

 

21,129

 

22,434

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

9,426

 

17,853

 

21,968

 

25,253

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,181

 

21,700

 

26,018

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,991

 

19,902

 

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$ 209,724

 

 

 

 

 

 

 

 

 

 

 

 

All outstanding liabilities before 2008, net of reinsurance

 

221

 

 

 

 

 

 

 

 

 

Liabilities for claims and claim adjustment expenses, net of reinsurance

 

$ 80,018

 

 

 

 

 

 

 

 

 

 

 

87


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Automobile Physical Damage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

 

As of December 31, 2017

 

 

 

 

For the Years Ended December 31,

 

 

 

Total of Incurred-but-Not-Reported Liabilities Plus Expected Development of Reported Claims

Cumulative Number of Reported Claims

Accident Year

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

2008

 

$ 10,990

 

$ 11,441

 

$ 11,491

 

$ 11,684

 

$ 11,721

 

$ 11,675

 

$ 11,677

 

$ 11,667

 

$ 11,634

 

$ 11,663

 

$ (25)

12,420
2009

 

 

 

10,786

 

9,987

 

9,904

 

9,981

 

9,913

 

9,935

 

9,981

 

9,981

 

10,002

 

(30)
11,593
2010

 

 

 

 

 

10,048

 

9,963

 

9,893

 

9,892

 

10,077

 

9,955

 

9,916

 

9,990

 

(36)
10,555
2011

 

 

 

 

 

 

 

11,511

 

11,151

 

11,031

 

10,960

 

10,952

 

10,910

 

10,952

 

(98)
11,488
2012

 

 

 

 

 

 

 

 

 

10,382

 

10,382

 

10,331

 

10,249

 

10,250

 

10,208

 

(28)
9,913
2013

 

 

 

 

 

 

 

 

 

 

 

13,666

 

13,567

 

13,298

 

13,180

 

13,057

 

(11)
12,298
2014

 

 

 

 

 

 

 

 

 

 

 

 

 

17,426

 

16,925

 

15,455

 

15,419

 

25
13,545
2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,223

 

19,047

 

19,021

 

335
15,464
2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,216

 

18,506

 

329
13,579
2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,691

 

163
12,375

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$ 138,509

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Automobile Physical Damage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

Accident Year

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

2008

 

$ 10,604

 

$ 11,807

 

$ 11,733

 

$ 11,737

 

$ 11,756

 

$ 11,735

 

$ 11,733

 

$ 11,732

 

$ 11,734

 

$ 11,734

 

 

 

2009

 

 

 

9,707

 

10,253

 

10,079

 

10,004

 

10,034

 

10,035

 

10,034

 

10,034

 

10,032

 

 

 

2010

 

 

 

 

 

9,398

 

10,219

 

10,053

 

10,039

 

10,028

 

10,025

 

10,027

 

10,026

 

 

 

2011

 

 

 

 

 

 

 

11,006

 

11,119

 

11,092

 

11,060

 

11,055

 

11,053

 

11,050

 

 

 

2012

 

 

 

 

 

 

 

 

 

9,707

 

10,553

 

10,270

 

10,242

 

10,239

 

10,235

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

12,665

 

13,378

 

13,114

 

13,074

 

13,065

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

15,377

 

15,862

 

15,424

 

15,388

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,787

 

18,910

 

18,667

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,228

 

18,143

 

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,957

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$ 136,297

 

 

 

 

 

 

 

 

 

 

 

 

All outstanding liabilities before 2008, net of reinsurance

 

0

 

 

 

 

 

 

 

 

 

Liabilities for claims and claim adjustment expenses, net of reinsurance

 

$ 2,212

 

 

 

 

 

 

 

 

 

 

 

88


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Homeowners Liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

 

As of December 31, 2017

 

 

 

 

For the Years Ended December 31,

 

 

 

Total of Incurred-but-Not-Reported Liabilities Plus Expected Development of Reported Claims

Cumulative Number of Reported Claims

Accident Year

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

2008

 

$ 5,535

 

$ 5,535

 

$ 5,183

 

$ 4,078

 

$ 3,473

 

$ 3,473

 

$ 3,116

 

$ 3,030

 

$ 2,877

 

$ 2,877

 

$ 45

151
2009

 

 

 

4,637

 

4,637

 

4,637

 

4,012

 

3,456

 

3,072

 

3,015

 

2,966

 

2,966

 

99
200
2010

 

 

 

 

 

5,591

 

5,422

 

5,422

 

4,888

 

4,717

 

4,098

 

3,735

 

3,612

 

100
217
2011

 

 

 

 

 

 

 

6,260

 

7,644

 

7,644

 

7,531

 

6,923

 

6,017

 

5,546

 

132
304
2012

 

 

 

 

 

 

 

 

 

7,514

 

7,514

 

7,514

 

6,464

 

5,304

 

4,331

 

446
249
2013

 

 

 

 

 

 

 

 

 

 

 

9,768

 

9,768

 

9,337

 

7,578

 

5,978

 

536
262
2014

 

 

 

 

 

 

 

 

 

 

 

 

 

11,494

 

11,494

 

9,738

 

7,388

 

1,041
260
2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,965

 

12,555

 

9,908

 

(1,442)
282
2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,594

 

10,594

 

913
257
2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,276

 

5,077
211

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$ 64,476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Homeowners Liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

Accident Year

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

2008

 

$ 333

 

$ 1,497

 

$ 2,143

 

$ 2,473

 

$ 2,575

 

$ 2,670

 

$ 2,693

 

$ 2,709

 

$ 2,727

 

$ 2,734

 

 

 

2009

 

 

 

535

 

1,411

 

2,092

 

2,607

 

2,813

 

2,867

 

2,867

 

2,867

 

2,867

 

 

 

2010

 

 

 

 

 

963

 

1,420

 

2,684

 

2,890

 

3,214

 

3,425

 

3,472

 

3,457

 

 

 

2011

 

 

 

 

 

 

 

235

 

1,969

 

3,459

 

4,336

 

4,497

 

4,536

 

4,758

 

 

 

2012

 

 

 

 

 

 

 

 

 

1,389

 

2,063

 

2,308

 

2,731

 

3,029

 

3,600

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

527

 

2,337

 

3,080

 

3,493

 

3,829

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

340

 

1,834

 

3,212

 

4,200

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

428

 

3,319

 

4,267

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

647

 

2,669

 

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$ 32,686

 

 

 

 

 

 

 

 

 

 

 

 

All outstanding liabilities before 2008, net of reinsurance

 

155

 

 

 

 

 

 

 

 

 

Liabilities for claims and claim adjustment expenses, net of reinsurance

 

$ 31,945

 

 

 

 

 

 

 

 

 

 

 

89


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Homeowners Property Damage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

 

As of December 31, 2017

 

 

 

 

For the Years Ended December 31,

 

 

 

Total of Incurred-but-Not-Reported Liabilities Plus Expected Development of Reported Claims

Cumulative Number of Reported Claims

Accident Year

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

2008

 

$ 24,108

 

$ 23,167

 

$ 22,671

 

$ 22,873

 

$ 22,847

 

$ 22,792

 

$ 22,726

 

$ 22,720

 

$ 22,690

 

$ 22,691

 

$ 139

4,389
2009

 

 

 

27,483

 

27,024

 

27,233

 

26,913

 

26,244

 

25,977

 

25,967

 

25,922

 

25,922

 

167
3,651
2010

 

 

 

 

 

45,342

 

44,550

 

43,021

 

40,868

 

39,921

 

39,658

 

39,501

 

39,501

 

253
6,685
2011

 

 

 

 

 

 

 

95,586

 

98,021

 

97,571

 

94,657

 

93,914

 

93,186

 

92,595

 

372
15,116
2012

 

 

 

 

 

 

 

 

 

50,351

 

49,911

 

47,392

 

44,380

 

43,097

 

42,382

 

512
6,051
2013

 

 

 

 

 

 

 

 

 

 

 

56,298

 

56,199

 

55,722

 

52,464

 

51,077

 

1,141
5,697
2014

 

 

 

 

 

 

 

 

 

 

 

 

 

59,160

 

60,213

 

59,751

 

57,331

 

2,468
6,074
2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

152,586

 

152,049

 

162,377

 

(15,276)
20,068
2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

67,116

 

66,442

 

(1,141)
5,406
2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

80,736

 

6,774
5,701

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$ 641,054

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Homeowners Property Damage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

Accident Year

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

2008

 

$ 11,751

 

$ 19,164

 

$ 20,665

 

$ 22,481

 

$ 22,514

 

$ 22,531

 

$ 22,552

 

$ 22,552

 

$ 22,552

 

$ 22,553

 

 

 

2009

 

 

 

16,147

 

22,305

 

25,812

 

25,718

 

25,705

 

25,741

 

25,754

 

25,753

 

25,753

 

 

 

2010

 

 

 

 

 

25,761

 

37,447

 

38,790

 

39,110

 

39,145

 

39,203

 

39,235

 

39,235

 

 

 

2011

 

 

 

 

 

 

 

71,532

 

89,741

 

92,184

 

92,462

 

92,444

 

92,333

 

92,182

 

 

 

2012

 

 

 

 

 

 

 

 

 

30,801

 

40,681

 

41,960

 

41,737

 

41,782

 

41,789

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

38,661

 

48,456

 

49,702

 

49,612

 

49,653

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

40,409

 

52,161

 

54,088

 

54,224

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

112,563

 

145,337

 

160,572

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

44,103

 

57,238

 

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46,366

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$ 589,565

 

 

 

 

 

 

 

 

 

 

 

 

All outstanding liabilities before 2008, net of reinsurance

 

257

 

 

 

 

 

 

 

 

 

Liabilities for claims and claim adjustment expenses, net of reinsurance

 

$ 51,746

 

 

 

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The following is unaudited supplementary information about average historical claims duration as of December 31, 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

Private Passenger Automobile Liability

 

43.8%

 

31.2%

 

10.4%

 

6.0%

 

3.2%

 

1.7%

 

0.5%

 

0.1%

 

0.0%

 

0.0%

Private Passenger Automobile Physical Damage

 

106.0%

 

-4.2%

 

-2.1%

 

-0.3%

 

-0.1%

 

0.0%

 

0.0%

 

0.0%

 

0.0%

 

0.0%

Commercial Automobile Liability

 

28.9%

 

27.5%

 

12.5%

 

9.3%

 

6.6%

 

5.3%

 

1.3%

 

0.3%

 

0.1%

 

0.0%

Commercial Automobile Physical Damage

 

94.9%

 

5.7%

 

-1.7%

 

-0.3%

 

0.0%

 

-0.1%

 

0.0%

 

0.0%

 

0.0%

 

0.0%

Homeowners Liability

 

8.8%

 

24.7%

 

17.4%

 

11.5%

 

5.6%

 

5.0%

 

2.0%

 

0.0%

 

0.3%

 

0.2%

Homeowners Property Damage

 

68.3%

 

21.6%

 

5.8%

 

0.6%

 

0.0%

 

0.0%

 

0.0%

 

0.0%

 

0.0%

 

0.0%

 

The reconciliation of the net incurred and paid claims development tables to the liability for claims and claim adjustment expenses in the consolidated balance sheets is as follows.

 

 

 

 

Reconciliation of the Disclosure of Incurred and Paid Claims Development to the Liability for Unpaid claims and Claim Adjustment Expenses

 

 

 

 

 

December 31, 2017

Net outstanding liabilities

 

 

Private Passenger Automobile Liability

$

231,990

Private Passenger Automobile Physical Damage

 

(3,395)

Commercial Automobile Liability

 

80,018

Commercial Automobile Physical Damage

 

2,212

Homeowners Liability

 

31,945

Homeowners Property Damage

 

51,746

Other Short-Duration Insurance Lines

 

65,363

Liabilities for unpaid claims and claim adjustment expenses, net of reinsurance

$

459,879

 

 

 

Reinsurance recoverable on unpaid claims

 

 

Private Passenger Automobile Liability

$

1,191

Private Passenger Automobile Physical Damage

 

 4

Commercial Automobile Liability

 

68,111

Commercial Automobile Physical Damage

 

2,248

Homeowners Liability

 

 -

Homeowners Property Damage

 

2,681

Other Short-Duration Insurance Lines

 

8,850

Total reinsurance recoverable on unpaid claims

$

83,085

 

 

 

Unallocated claims adjustment expenses

 

31,090

 

 

 

Total gross liability for unpaid claims and claim adjustment expenses

$

574,054

 

 

Due to the nature of the risks that the Company underwrites and has historically underwritten, management does not believe that it has an exposure to asbestos or environmental pollution liabilities.

 

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11. Income Taxes

A summary of the income tax expense (benefit) in the Consolidated Statements of Operations is shown below.

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

2017

 

2016

 

2015

Current Income Taxes:

    

 

    

    

 

    

    

 

    

Federal

 

$

22,198

 

$

26,927

 

$

(15,384)

State

 

 

30

 

 

89

 

 

40

 

 

 

22,228

 

 

27,016

 

 

(15,344)

Deferred Income Taxes:

 

 

 

 

 

 

 

 

 

Federal

 

 

2,085

 

 

1,681

 

 

552

State

 

 

 —

 

 

 

 

 

 

 

2,085

 

 

1,681

 

 

552

Total income tax expense (benefit)

 

$

24,313

 

$

28,697

 

$

(14,792)

 

The income tax (benefit) expense attributable to the consolidated results of operations is different from the amounts determined by multiplying income before federal income taxes by the statutory federal income tax rate. The sources of the difference and the tax effects of each were as follows for the periods indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

2017

 

2016

 

2015

Federal income tax expense (benefit), at statutory rate

    

$

30,345

    

$

32,649

    

$

(10,025)

Tax‑exempt investment income, net

 

 

(4,123)

 

 

(4,194)

 

 

(4,889)

State taxes, net

 

 

19

 

 

58

 

 

26

Nondeductible expenses

 

 

237

 

 

202

 

 

233

Remeasurement of deferred tax liability upon enactment of the TCJA

 

 

(1,540)

 

 

 —

 

 

 —

Tax windfall related to share-based stock compensation

 

 

(333)

 

 

 —

 

 

 —

Other, net

 

 

(292)

 

 

(18)

 

 

(137)

Total income tax expense (benefit)

 

$

24,313

 

$

28,697

 

$

(14,792)

 

The deferred income tax asset (liability) represents the tax effects of temporary differences attributable to the Company’s consolidated federal tax return group. Its components were as shown in the following table for the periods indicated.

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 

2017

 

2016

 

Deferred tax assets:

    

 

    

    

 

    

 

Discounting of loss reserves

 

$

3,361

 

$

5,984

 

Discounting of unearned premium reserve

 

 

17,239

 

 

28,286

 

Bad debt allowance

 

 

289

 

 

502

 

Employee benefits

 

 

3,499

 

 

7,995

 

Rent incentive

 

 

64

 

 

238

 

Depreciation

 

 

75

 

 

255

 

Total deferred tax assets before valuation allowance

 

 

24,527

 

 

43,260

 

Valuation allowance for deferred tax assets

 

 

 —

 

 

 —

 

Total deferred tax assets

 

 

24,527

 

 

43,260

 

Deferred tax liabilities:

 

 

 

 

 

 

 

Deferred acquisition costs

 

 

(15,163)

 

 

(24,848)

 

Investments

 

 

(2,421)

 

 

(3,469)

 

Net unrealized gains on investments

 

 

(7,710)

 

 

(8,531)

 

Software development costs

 

 

(1,648)

 

 

(2,479)

 

Premium acquisition expenses

 

 

(502)

 

 

(850)

 

Total deferred tax liabilities

 

 

(27,444)

 

 

(40,177)

 

Net deferred tax asset (liability)

 

$

(2,917)

 

$

3,083

 

 

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The Company believes, based upon consideration of objective and verifiable evidence, including its historical positive earnings and its future expectations, that the Company’s taxable income in future years will be sufficient to realize all federal deferred tax assets.

The Company believes that the positions taken on its income tax returns for open tax years will be sustained upon examination by the Internal Revenue Service (“IRS”).  Therefore, the Company has not recorded any liability for uncertain tax positions under ASC 740,  Income Taxes .

 

During the years ended December 31, 2017 and December 31, 2016 there were no material changes to the amount of the Company’s unrecognized tax benefits or to any assumptions regarding the amount of its ASC 740 liability.

As of December 31, 2017 and December 31, 2016, the Company had no unrecognized tax benefits, and none which if recognized would affect the effective tax rate. The Company does not currently anticipate significant changes in the amount of unrecognized income tax benefits during the next twelve months.

The Company records interest and penalties associated with audits as a component of income before income taxes. Penalties are recorded in underwriting, operating and other expenses, and interest expense is recorded in interest expenses in the Consolidated Statements of Operations. The Company had no interest and penalties related to income taxes accrued as of December 31, 2017 and 2016.

  The Company’s U.S. federal tax return for the years ended December 31, 2015, 2014 and 2013 respectively, were examined by the IRS.  This examination relates to the refund claim for the 2015 Net Operating Loss that was carried back to prior years, which triggered a review by the Joint Committee on Taxation. The review was completed during 2017 and no adjustments were noted as part of the review. All tax years prior to 2014 are closed.

 

In the Company’s opinion, adequate tax liabilities have been established for all open years. However, the amount of these tax liabilities could be revised in the near term if estimates of the Company’s ultimate liability are revised.

 

On December 22, 2017, the TCJA was enacted, which significantly amends the Internal Revenue Code of 1986. The TCJA, among other things, reduces the corporate tax rate from a statutory rate of 35% to 21%, imposes additional limitations on net operating losses and executive compensation, allows for the full expensing of certain capital expenditures and enacts other changes impacting the insurance industry.    Tax related changes are recorded through the Statement of Operations for the year ended December 31, 2017.  The December 31, 2017 net deferred tax liability has been measured at the 21% tax rate.

 

The TCJA modified the provisions applicable to the determination of the tax basis of unpaid loss reserves.  These modifications impact the payment pattern and applicable interest rate.  The TCJA instructed the Treasury to provide discount factors and other guidance necessary to determine the necessary transition adjustment.  This information has not been released; accordingly, we have applied the law existing prior to the enactment of the TCJA.  These provisions would have no effect on the net deferred tax liability as of December 31, 2017 or the total tax expense for the year ended December 31, 2017. 

 

SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (which we refer to as SAB 118) describes three scenarios associated with a company’s status of accounting for income tax reform. Under the SAB 118 guidance, we have determined that we are able to make reasonable estimates for certain effects of tax reform.  As of the date of this Annual Report on Form 10-K, we are continuing to evaluate the accounting impactions of the TCJA as we continue to assemble and analyze all the information required to prepare and analyze these effects and await additional guidance from the U.S. Treasury Department, IRS or other standard-setting bodies.  Additionally, we continue to analyze other information and regulatory guidance and accordingly we may record additional provisional amounts or adjustments to provisional amounts in future periods.

 

 

 

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12. Share Repurchase Program

On August 3, 2007, the Board of Directors approved a share repurchase program of up to $30,000 of the Company’s outstanding common shares.  As of December 31, 2017, the Board of Directors had cumulatively authorized increases to the existing share repurchase program of up to $150,000 of its outstanding common shares.  Under the program, the Company may repurchase shares of its common stock for cash in public or private transactions, in the open market or otherwise.  The timing of such repurchases and actual number of shares repurchased will depend on a variety of factors including price, market conditions and applicable regulatory and corporate requirements.  The program does not require the Company to repurchase any specific number of shares and it may be modified, suspended or terminated at any time without prior notice. No share purchases were made by the Company under the program during the years ended December 31, 2017 and December 31, 2016. As of December 31, 2017, the Company had purchased 2,279,570 shares on the open market at a cost of $83,835.

 

13. Statutory Net Income and Surplus

Statutory Accounting Practices

The Company’s insurance company subsidiaries, domiciled in the Commonwealth of Massachusetts, prepare statutory financial statements in accordance with the accounting practices prescribed or permitted by the Division. Prescribed statutory accounting practices are those practices that are incorporated directly or by reference in state laws, regulations, and general administrative rules applicable to all insurance enterprises domiciled in a particular state. Permitted statutory accounting practices include practices not prescribed by the Division, but allowed by the Division. Statutory net income was $57,982, and $57,202 for the years ended December 31, 2017, and 2016 respectively.   Statutory net loss of the Company’s insurance company subsidiaries was $12,209 for the year ended December 31, 2015. Statutory capital and surplus of the Company’s insurance subsidiaries was $617,577, and $604,813 at December 31, 2017 and 2016, respectively.

Dividends

The Insurance Subsidiaries are subject to various regulatory restrictions that limit the maximum amount of dividends available to be paid to their parent without prior approval of the Commonwealth of Massachusetts Commissioner of Insurance (the “Commissioner”). Massachusetts statute limits the dividends an insurer may pay in any twelve month period, without the prior permission of the Commissioner, to the greater of (i) 10% of the insurer’s surplus as of the preceding December 31 or (ii) the insurer’s net income for the twelve‑ month period ending the preceding December 31, in each case determined in accordance with statutory accounting practices. Our insurance company subsidiaries may not declare an “extraordinary dividend” (defined as any dividend or distribution that, together with other distributions made within the preceding twelve months, exceeds the limits established by Massachusetts statute) until thirty days after the Commissioner has received notice of the intended dividend and has not objected. As historically administered by the Commissioner, this provision requires the Commissioner’s prior approval of an extraordinary dividend. Under Massachusetts law, an insurer may pay cash dividends only from its unassigned funds, also known as earned surplus, and the insurer’s remaining surplus must be both reasonable in relation to its outstanding liabilities and adequate to its financial needs. At December 31, 2017, the statutory capital and surplus of Safety Insurance was $617,577 and its net income for 2017 was $57,982. As a result, a maximum of $61,758 is available in 2018 for such dividends without prior approval of the Commissioner. During the year ended December 31, 2017, Safety Insurance recorded dividends of $41,826. As result of this Massachusetts statute, the Insurance Subsidiaries had restricted net assets in the amount of $555,819 at December 31, 2017.

Risk‑Based Capital Requirements

The NAIC has adopted a formula and model law to implement risk‑based capital requirements for most property and casualty insurance companies, which are designed to determine minimum capital requirements and to raise the level of protection that statutory surplus provides for policyholder obligations. Under Massachusetts law, insurers having less total adjusted capital than that required by the risk‑based capital calculation will be subject to varying

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degrees of regulatory action, depending on the level of capital inadequacy. The risk‑based capital law provides for four levels of regulatory action. The extent of regulatory intervention and action increases as the level of total adjusted capital to risk‑based capital falls. As of December 31, 2017, the Insurance Subsidiaries had total adjusted capital of $617,577, which is in excess of amounts requiring company or regulatory action at any prescribed risk‑based capital action level. Minimum statutory capital and surplus, or company action level risk‑based capital, was $171,988 at December 31, 2017.

 

14. Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosure provides a revised definition of fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value information.  Under ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price).  ASC 820  establishes a fair value hierarchy that distinguishes between inputs based on market data from independent sources (“observable inputs”) and a reporting entity’s internal assumptions based upon the best information available when external market data is limited or unavailable (“unobservable inputs”).  The fair value hierarchy in ASC 820 prioritizes fair value measurements into three levels based on the nature of the inputs as follows:

 

Level 1 — Valuations based on quoted prices in active markets for identical assets and liabilities;

 

Level 2 — Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and quoted prices in active markets for similar, but not identical instruments; and

 

Level 3 — Valuations based on unobservable inputs.

 

Fair values for the Company’s fixed maturity securities are based on prices provided by its custodian bank and its investment managers.  Both the Company’s custodian bank and investment managers use a variety of independent, nationally recognized pricing services to determine market valuations.  If the pricing service cannot provide fair value determinations, the Company obtains non-binding price quotes from broker-dealers.  A minimum of two quoted prices is obtained for the majority of the Company’s available-for-sale fixed maturity securities in its investment portfolio.  The Company’s custodian bank is its primary provider of quoted prices from third-party pricing services and broker-dealers.  To provide reasonable assurance of the validity of each price or quote, a secondary third-party pricing service or broker-dealer quote is obtained from the Company’s investment managers.  An examination of the pricing data is then performed for each security.  If the variance between the primary and secondary price quotes for a security is within an accepted tolerance level, the quoted price obtained from the Company’s custodian bank is used in the financial statements for the security.  If the variance between the primary and secondary price quotes exceeds an accepted tolerance level, the Company obtains a quote from an alternative source, if possible, and documents and resolves any differences between the pricing sources.  In addition, the Company may request that its investment managers and its traders provide input as to which vendor is providing prices that its traders believe are reflective of fair value for the security.  Following this process, the Company may decide to value the security in its financial statements using the secondary or alternative source if it believes that pricing is more reflective of the security’s value than the primary pricing provided by its custodian bank.  The Company analyzes market valuations received to verify reasonableness, to understand the key assumptions used and their sources, and to determine an appropriate ASC 820 fair value hierarchy level based upon trading activity and the observability of market inputs.  Based on this evaluation and investment class analysis, each price is classified into Level 1, 2 or 3.

 

Fair values of instruments are based on (i) quoted prices in active markets for identical assets (Level 1), (ii) quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs are observable in active markets (Level 2) or (iii) valuations derived from valuation techniques in which one or more significant inputs are unobservable in the marketplace (Level 3).

 

The Company’s Level 1 securities consist of equity securities whose values are based on quoted prices in active markets for identical assets.  The Company’s Level 2 securities are comprised of available-for-sale fixed maturity

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securities whose fair value was determined using observable market inputs.  The Company’s Level 3 security consists of an investment in the Federal Home Loan Bank of Boston related to Safety Insurance Company’s membership stock, which is not redeemable in a short-term time frame.  Fair values for securities for which quoted market prices were unavailable were estimated based upon reference to observable inputs such as benchmark interest rates, market comparables, and other relevant inputs.  Investments valued using these inputs include U.S. Treasury securities, obligations of states and political subdivisions, corporate and other securities, commercial and residential mortgage-backed securities, and other asset-backed securities.  Inputs into the fair value application that are utilized by asset class include but are not limited to:

·

Obligations of states and political subdivisions :  overall credit quality, including assessments of market sectors and the level and variability of sources of payment such as general obligation, revenue or lease; credit support such as insurance, state or local economic and political base, prefunded and escrowed to maturity covenants.

·

Corporate and fixed maturities : overall credit quality, the establishment of a risk adjusted credit spread over the applicable risk-free yield curve for discounted cash flow valuations; assessments of the level of industry economic sensitivity, company financial policies, indenture restrictive covenants, and/or security and collateral.

·

Residential mortgage-backed securities : U.S. agency pass-throughs, collateralized mortgage obligations (“CMOs”), non U.S. agency CMOs :  estimates of prepayment speeds based upon historical prepayment rate trends, underlying collateral interest rates, original weighted average maturity, vintage year, borrower credit quality characteristics, interest rate and yield curve forecasts, U.S. government support programs, tax policies, and delinquency/default trends.

·

Commercial mortgage-backed securities :    overall credit quality, including assessments of the level and variability of credit support and collateral type such as office, retail, or lodging, predictability of cash flows for the deal structure, prevailing economic market conditions.

·

Other asset-backed securities :  overall credit quality, estimates of prepayment speeds based upon historical trends and characteristics of underlying loans, including assessments of the level and variability of collateral, revenue generating agreements, area licenses agreements, product sourcing agreements and equipment and property leases.

·

FHLB-Boston : value is equal to the cost of the member stock purchased.

 

In order to ensure the fair value determination is representative of an exit price (consistent with ASC 820), the Company’s procedures for validating quotes or prices obtained from third parties include, but are not limited to, obtaining a minimum of two price quotes for each fixed maturity security if possible, as discussed above, the periodic testing of sales activity to determine if there are any significant differences between the market price used to value the security as of the balance sheet date and the sales price of the security for sales that occurred around the balance sheet date, and the periodic review of reports provided by its investment manager regarding those securities with ratings changes and securities placed on its “Watch List.” In addition, valuation techniques utilized by pricing services and prices obtained from external sources are reviewed by the Company and its external investment manager, whose investment professionals are familiar with the securities being priced and the markets in which they trade, to ensure the fair value determination is representative of an exit price (consistent with ASC 820).

 

All unadjusted estimates of fair value for our fixed maturities priced by the pricing services as described above are included in the amounts disclosed in Level 2.  With the exception of the FHLB-Boston security, which is categorized as a Level 3 security, the Company’s entire available-for-sale portfolio was priced based upon quoted market prices or other observable inputs as of December 31, 2017. There were no significant changes to the valuation process during the year ended December 31, 2017. As of December 31, 2017 and December 31, 2016, no quotes or prices obtained were adjusted by management. All broker quotes obtained were non-binding.

 

At December 31, 2017 and December 31, 2016, investments in fixed maturities and equity securities classified

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as available-for-sale had a fair value which equaled carrying value of $1,283,893 and $1,259,364, respectively.  At December 31, 2017 and December 31, 2016, we held no short-term investments.  The carrying values of cash and cash equivalents and investment income accrued approximated fair value.

 

The following tables summarize the Company’s total fair value measurements for available‑for‑sale investments for the periods indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

 

    

Total

    

Level 1 Inputs

    

Level 2 Inputs

    

Level 3 Inputs

U.S. Treasury securities

 

$

1,791

 

$

 

$

1,791

 

$

Obligations of states and political subdivisions

 

 

403,084

 

 

 

 

403,084

 

 

Residential mortgage-backed securities

 

 

222,766

 

 

 

 

222,766

 

 

Commercial mortgage-backed securities

 

 

39,369

 

 

 

 

39,369

 

 

Other asset-backed securities

 

 

72,613

 

 

 

 

72,613

 

 

Corporate and other securities

 

 

432,403

 

 

 

 

432,403

 

 

Equity securities

 

 

87,737

 

 

87,057

 

 

 —

 

 

680

Total investment securities

 

$

1,259,763

 

$

87,057

 

$

1,172,026

 

$

680

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

 

    

Total

    

Level 1 Inputs

    

Level 2 Inputs

    

Level 3 Inputs

U.S. Treasury securities

 

$

302

 

$

 

$

302

 

$

Obligations of states and political subdivisions

 

 

390,433

 

 

 

 

390,433

 

 

Residential mortgage-backed securities

 

 

252,631

 

 

 

 

252,631

 

 

Commercial mortgage-backed securities

 

 

35,454

 

 

 

 

35,454

 

 

Other asset-backed securities

 

 

70,410

 

 

 

 

70,410

 

 

Corporate and other securities

 

 

405,039

 

 

 

 

405,039

 

 

Equity securities

 

 

85,134

 

 

84,456

 

 

 —

 

 

678

Total investment securities

 

$

1,239,403

 

$

84,456

 

$

1,154,269

 

$

678

 

There were no transfers between Level 1 and Level 2 during the years ended December 31, 2017 or 2016.

The following tables summarize the changes in the Company’s Level 3 fair value securities for the periods indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2017

    

2016

 

2015

Balance at beginning of period

 

$

678

 

$

547

 

$

505

Net gains and losses included in earnings

 

 

 —

 

 

 

 

Net gains included in other comprehensive income

 

 

 —

 

 

 —

 

 

 —

Purchases

 

 

 2

 

 

131

 

 

42

Sales

 

 

 —

 

 

 —

 

 

 —

Transfers into Level 3

 

 

 —

 

 

 

 

Transfers out of Level 3

 

 

 —

 

 

 

 

Balance at end of period

 

$

680

 

$

678

 

$

547

 

Transfers in and out of Level 3 are attributable to changes in the ability to observe significant inputs in determining fair value exit pricing.  As noted in the table above, no transfers were made in or out of Level 3 during 2017, 2016 and 2015.  The Company held one Level 3 securities at December 31, 2017.

 

As of December 31, 2017 and December 31, 2016, there were approximately $24,130 and $19,961 in a real estate investment trust (“REIT”).  The REIT is excluded from the fair value hierarchy because the fair value is recorded using the net asset value per share practical expedient.  The net asset value per share of this REIT is derived from member ownership in the capital venture to which a proportionate share of independently appraised net assets is attributed.  The fair value was determined using the trust’s net asset value obtained from its audited financial statements.  The Company is required to submit a request to the REIT 45 days before a quarter end to dispose of the security.

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15. Quarterly Results of Operations (Unaudited)

An unaudited summary of the Company’s 2017 and 2016 quarterly performance, and audited annual performance, is as follows.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2017

 

 

First

 

Second

 

Third

 

Fourth

 

Total

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Year

Total revenue

    

$

204,770

    

$

208,249

    

$

212,529

    

$

213,565

    

$

839,113

Net income

 

 

12,019

 

 

21,105

 

 

17,954

 

 

11,309

 

 

62,387

Earnings per weighted average common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

0.80

 

 

1.40

 

 

1.19

 

 

0.73

 

 

4.13

Diluted

 

 

0.79

 

 

1.39

 

 

1.18

 

 

0.72

 

 

4.10

Cash dividends paid per common share

 

 

0.70

 

 

0.70

 

 

0.80

 

 

0.80

 

 

3.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2016

 

 

First

 

Second

 

Third

 

Fourth

 

Total

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Year

Total revenue

    

$

199,829

    

$

202,950

    

$

210,085

    

$

206,958

    

$

819,822

Net (loss) income

 

 

12,670

 

 

21,365

 

 

18,597

 

 

11,953

 

 

64,585

Earnings per weighted average common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

0.84

 

 

1.42

 

 

1.24

 

 

0.79

 

 

4.29

Diluted

 

 

0.84

 

 

1.41

 

 

1.23

 

 

0.79

 

 

4.27

Cash dividends paid per common share

 

 

0.70

 

 

0.70

 

 

0.70

 

 

0.70

 

 

2.80

 

 

16. Related Party Transactions

Mr. A. Richard Caputo, Jr., a member of the Company’s Board of Directors and Chairman of its Investment Committee, until his resignation in February 2017, is a principal of The Jordan Company, LP (“Jordan”).  In 2012, the Company participated as a lender in two loans made by syndicates of lenders to a portfolio company in which funds managed by Jordan are controlling or a significant investor.  The first loan, made to Vantage Specialties, Inc., was disposed of in 2016. The second loan, made to ARCAS Automotive (formerly known as Sequa Auto), was disposed of in 2015. The Company made the loans on the same terms as the other lenders participating in the syndicate.  The loans were subject to the approval of the Company’s full Investment Committee.

 

17. Subsequent Events

The Company has evaluated subsequent events for recognition or disclosure in the consolidated financial statements on Form 10‑K filed herewith and no events have occurred that require recognition or disclosure.

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ITEM 9.    CHANGES IN AND DISAGREEMENT S WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

 

  ITEM 9A.    CONTROLS AND PROCEDURES

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended [the "Exchange Act"]) as of the end of the period covered by this report.  Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures are adequate and effective and ensure that all information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and that information required to be disclosed in such reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).  Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework   (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013) , our management concluded that our internal control over financial reporting was effective as of December 31, 2017 .  

PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm, has audited the effectiveness of Safety Insurance Group, Inc.'s internal control over financial reporting as of December 31, 2017 , as stated in their report which is included herein.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rules 13a-15 and 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

 

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ITEM 9B.    OTHER INFORMATION

The following disclosures relate to actions taken by the Board of Directors of the Company (the "Board"), the Compensation Committee of the Board and the Board of Directors of Safety Insurance Company and would otherwise have been filed during the first fiscal quarter of 2017 on a Form 8-K.

 

·

On February 26, 2018, the Compensation Committee of the Board approved the 2017 annual executive cash bonus pool in the total amount of $2,303 pursuant to the Annual Performance Incentive Plan. Of the total pool, the following amounts were allocated to the Company's CEO and Named Executive Officers: George M. Murphy, $849; William J. Begley, Jr., $405; James D. Berry, $315; David E. Krupa, $230; and Paul J. Narciso, $230.  

 

·

On February 26, 2018, the Compensation Committee of the Board approved executive long-term incentive awards to certain members of senior management pursuant to our 2002 Management Omnibus Incentive Plan, as Amended.  The long-term incentive awards were granted in a total amount of $3,150 in the form of restricted stock, to be effective on and given a fair value of the closing price of our common stock on February 26, 2018. Of the total award, 45% vests in three annual installments of 30% on February 26, 2019, 30% on February 26, 2020, and 40% on February 26, 2021 and were allocated to the Company's Named Executive Officers as follows:  George M. Murphy $360 worth of restricted stock; William J. Begley, Jr., $180 worth of restricted stock; James D. Berry, $180 worth of restricted stock; David E Krupa, $113 worth of restricted stock; and Paul J. Narciso, $158 worth of restricted stock. The form of restricted stock agreement with service vesting that will be entered into is incorporated by reference as Exhibit 10.19.  Of the total award, 55% vests over a three-year performance period commencing on January 1, 2018 and ending on December 31, 2020.  Vesting of these shares is dependent upon the attainment of pre-established performance objectives and were allocated to the Named Executive Officers as follows:  George M. Murphy $440 worth of restricted stock; William J. Begley, Jr., $220 worth of restricted stock; James D. Berry, $220 worth of restricted stock; David E Krupa, $137 worth of restricted stock; and Paul J. Narciso, $192 worth of restricted stock. The form of restricted stock agreement with performance vesting that will be entered into is incorporated by reference as Exhibit 10.65.   

 

·

Upon recommendation from the Compensation Committee, on February 26, 2018, the Board approved executive deferred compensation awards pursuant to the Executive Incentive Compensation Plan in the total amount of $1,090.  Of the total award, the following amounts were allocated to the Company's CEO and Named Executive Officers: George M. Murphy, $289; William J. Begley, Jr., $178; James D. Berry, $140; David E, Krupa, $105; and Paul J. Narciso, $105.  

 

 

 

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PART III

ITEMS 10-14.

Within 120 days after the close of its fiscal year, the Company intends to file with the Securities and Exchange Commission a definitive proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934 as amended, which will include the matters required by these items.

 

 

PART IV.

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.  

(a)     The following documents are filed as a part of this report:

 

1.   Financial Statements: The Consolidated Financial Statements for the year ended December 31, 2017 are contained herein as listed in the Index to Consolidated Financial Statements.

 

2.   Financial Statement Schedules: The Financial Statement Schedules are contained herein as listed in the Index to Financial Statement Schedules.

 

3.   Exhibits: The exhibits are contained herein as listed in the Index to Exhibits.

 

 

 

 

 

 

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SAFETY INSURANCE GROUP, INC.

 

INDEX TO FINANCIAL STATEMENT SCHEDULES

 

 

 

 

Schedules

 

Page

 

 

 

I  

Summary of Investments – Other than Investments in Related Parties as of December 31, 2017

103

 

 

 

II  

Condensed Financial Information of the Registrant at December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015

104

 

 

 

III  

Supplementary Insurance Information at December 31, 2017, 2016 and 2015 and for the years ended December 31, 2017, 2016 and 2015

106

 

 

 

IV  

Reinsurance for the years ended December 31, 2017, 2016 and 2015

107

 

 

 

V  

Valuation and Qualifying Accounts at December 31, 2017, 2016 and 2015 and for the years ended December 31, 2017, 2016 and 2015

108

 

 

 

VI  

Supplemental Information Concerning Property and Casualty Insurance Operations at December 31, 2017, 2016 and 2015 and for the years ended December 31, 2017, 2016 and 2015

109

 

 

 

 

102


 

Table of Contents

Safety Insurance Group, Inc.

Summary of Investment s—Other than Investments in Related Parties

Schedule I

At December 31, 2017

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

Amount at

 

 

 

 

 

 

 

 

 

which shown

 

 

 

Cost or

 

Estimated

 

in the Balance

 

 

 

Amortized Cost

 

Fair Value

 

Sheet

 

Fixed maturities:

 

 

 

 

 

 

 

 

 

 

U.S. government and government agencies and authorities

 

$

225,066

 

$

224,557

 

$

224,557

 

Obligations of  states and political subdivisions

 

 

391,806

 

 

403,084

 

 

403,084

 

Corporate and other securities

 

 

539,825

 

 

544,385

 

 

544,385

 

Total fixed maturities

 

 

1,156,697

 

 

1,172,026

 

 

1,172,026

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

Common stocks:

 

 

 

 

 

 

 

 

 

 

Industrial, miscellaneous and all other

 

 

90,481

 

 

111,867

 

 

111,867

 

Total equity securities

 

 

90,481

 

 

111,867

 

 

111,867

 

Other invested assets

 

 

23,162

 

 

23,162

 

 

23,162

 

Total investments

 

$

1,270,340

 

$

1,307,055

 

$

1,307,055

 

 

103


 

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Safety Insurance Group, Inc.

Condensed Financial Information of the Registran t

Condensed Balance Sheets

Schedule II

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

2017

 

2016

Assets

    

 

    

    

 

    

Investments in consolidated affiliates

 

$

702,661

 

$

672,102

Other

 

 

 9

 

 

24

Total assets

 

$

702,670

 

$

672,126

Liabilities

 

 

 

 

 

 

Accounts payable and other liabilities

 

$

1,654

 

$

1,400

Total liabilities

 

 

1,654

 

 

1,400

Shareholders’ equity

 

 

701,016

 

 

670,726

Total liabilities and shareholders’ equity

 

$

702,670

 

$

672,126

 

 

Safety Insurance Group, Inc.

Condensed Financial Information of the Registrant

Condensed Statements of Operations and Comprehensive Income

Schedule II

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

2017

 

2016

 

2015

Revenues

    

$

 —

    

$

 —

    

$

 —

Expenses

 

 

1,494

 

 

1,406

 

 

1,230

Net loss

 

 

(1,494)

 

 

(1,406)

 

 

(1,230)

Earnings from consolidated subsidiaries

 

 

63,881

 

 

65,991

 

 

(12,623)

Net income (loss)

 

 

62,387

 

 

64,585

 

 

(13,853)

Other net comprehensive income, net of taxes

 

 

8,426

 

 

(621)

 

 

(12,251)

Comprehensive net income (loss)

 

$

70,813

 

$

63,964

 

$

(26,104)

 

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Safety Insurance Group, Inc.

Condensed Financial Information of the Registrant

Condensed Statements of Cash Flows

Schedule II

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

2017

 

2016

 

2015

Net income (loss)

    

$

62,387

    

$

64,585

    

$

(13,853)

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

 

 

 

 

 

 

 

 

 

(Earnings) loss from consolidated subsidiaries

 

 

(63,881)

 

 

(65,991)

 

 

12,623

Dividends received from consolidated subsidiaries(1)

 

 

41,826

 

 

39,156

 

 

39,440

Amortization of restricted stock expense

 

 

5,367

 

 

4,312

 

 

3,515

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Other assets

 

 

15

 

 

63

 

 

(33)

Accounts payable and accrued liabilities

 

 

(254)

 

 

(111)

 

 

 5

Net cash provided by operating activities

 

 

45,460

 

 

42,014

 

 

41,697

Proceeds from exercise of stock options

 

 

 —

 

 

257

 

 

278

Excess tax benefit from stock options exercised

 

 

 —

 

 

(6)

 

 

 1

Dividends paid

 

 

(45,460)

 

 

(42,265)

 

 

(41,976)

Acquisition of treasury stock

 

 

 —

 

 

 —

 

 

 —

Net cash used for financing activities

 

 

(45,460)

 

 

(42,014)

 

 

(41,697)

Net increase in cash and cash equivalents

 

 

 —

 

 

 —

 

 

 —

Cash and cash equivalents, beginning of year

 

 

 —

 

 

 —

 

 

 —

Cash and cash equivalents, end of year

 

$

 —

 

$

 —

 

$

 —

 


(1) No portion of the dividends received from operating subsidiaries during 2017, 2016 or 2015 represent returns of capital and therefore no portion is presented as an investing activity.

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Safety Insurance Group, Inc.

Supplementary Insurance Informatio n

Schedule III

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

 

 

 

 

Future Policy

 

 

 

 

 

 

Deferred

 

Benefits,

 

 

 

 

 

 

Policy

 

Losses,

 

 

 

 

 

 

Acquisition

 

Claims and Loss

 

Unearned

 

Segment

 

Costs

 

Expenses

 

Premiums

 

Property and Casualty Insurance

    

 

    

    

 

    

 

2017

 

$

72,202

 

$

574,054

 

$

428,257

 

2016

 

 

70,996

 

 

560,321

 

 

418,033

 

2015

 

 

68,937

 

 

553,977

 

 

401,961

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

Benefits,

 

Amortization of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Claims,

 

Deferred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net

 

Losses, and

 

Policy

 

 

Other

 

 

 

 

 

 

 

 

Premium

 

Investment

 

Settlement

 

Acquisition

 

 

Operating

 

Premiums

 

 

 

Segment

 

Revenue

 

Income

 

Expenses

 

Costs

 

 

Expenses

 

Written

 

 

 

Property and Casualty Insurance

    

 

    

 

 

    

 

 

    

    

 

 

 

 

    

    

 

 

2017

 

$

774,420

 

$

38,758

 

$

503,887

 

$

144,703

 

$

103,733

 

$

781,054

 

 

 

2016

 

 

755,760

 

 

38,413

 

 

493,433

 

 

141,540

 

 

91,477

 

 

766,470

 

 

 

2015

 

 

738,164

 

 

40,534

 

 

612,569

 

 

138,239

 

 

75,700

 

 

746,180

 

 

 

 

106


 

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Safety Insurance Group, Inc.

Reinsuranc e

Schedule IV

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

Percent of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount

Property and Casualty

 

Gross

 

Ceded to Other

 

Assumed from

 

Net

 

Assumed

Insurance Earned Premiums

 

Amount

 

Companies

 

Other Companies

 

Amount

 

to Net

Years ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

$

818,804

 

$

76,886

 

$

32,502

 

$

774,420

 

4.2%

2016

 

 

796,366

 

 

70,150

 

 

29,544

 

 

755,760

 

3.9%

2015

 

 

776,633

 

 

64,288

 

 

25,819

 

 

738,164

 

3.5%

 

 

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Safety Insurance Group, Inc.

Valuation and Qualifying Account s

Schedule V

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions

 

 

 

 

 

 

 

 

Balance at

 

Charged to

 

Charged to

 

 

 

 

Balance at

 

 

Beginning

 

Costs and

 

Other

 

 

 

 

End of

 

 

of Period

 

Expenses

 

Accounts

 

Deductions(1)

 

Period

Allowance for doubtful accounts Years Ended December 31,

    

 

    

    

 

    

    

 

    

    

 

    

    

 

    

2017

 

$

435

 

$

1,203

 

$

 

$

1,224

 

$

414

2016

 

 

425

 

 

1,162

 

 

 —

 

 

1,152

 

 

435

2015

 

 

462

 

 

1,008

 

 

 —

 

 

1,045

 

 

425

 


(1) Deductions represent write‑offs of accounts determined to be uncollectible.

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Safety Insurance Group, Inc.

Supplemental Information Concerning Property and Casualty Insurance Operation s

Schedule VI

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

Years Ended December 31,

 

 

 

 

 

Reserves for

 

 

 

 

 

 

 

 

 

 

 

Deferred

 

Unpaid Claims

 

 

 

 

 

 

 

 

 

 

 

Policy

 

and Claims

 

 

 

 

 

 

 

Net

 

 

Acquisition

 

Adjustment

 

Unearned

 

Earned

 

Investment

Affiliation With Registrant

 

Costs

 

Expenses

 

Premiums

 

Premiums

 

Income

Consolidated Property & Casualty Subsidiaries

    

 

    

 

    

    

    

 

    

    

 

    

    

 

    

2017

 

$

72,202

 

$

574,054

 

$

428,257

 

$

774,420

 

$

38,758

2016

 

 

70,996

 

 

560,321

 

 

418,033

 

 

755,760

 

 

38,413

2015

 

 

68,937

 

 

553,977

 

 

401,961

 

 

738,164

 

 

40,534

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

Claims and Claims

 

 

Amortization

 

 

Paid Claims

 

 

 

 

 

Adjustment Expenses

 

 

of Deferred

 

 

and Claims

 

 

 

 

 

Incurred Related to

 

 

Policy

 

 

 

 

 

 

 

 

Current

 

Prior

 

 

Acquisition

 

 

Adjustment

 

Premiums

Affiliation With Registrant

 

Year

 

Year

 

 

Costs

 

 

Expenses

 

Written

Consolidated Property & Casualty Subsidiaries

    

 

    

    

 

    

    

 

    

    

 

    

    

 

    

2017

 

$

545,671

 

$

(41,784)

 

$

144,703

 

$

489,515

 

$

781,054

2016

 

 

538,881

 

 

(45,448)

 

 

141,540

 

 

502,552

 

 

766,470

2015

 

 

642,882

 

 

(30,313)

 

 

138,239

 

 

547,620

 

 

746,180

 

 

 

 

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Table of Contents

SAFETY INSURANCE GROUP, INC.

 

INDEX TO EXHIBITS

 

 

 

Exhibit
Number

Description

3.1

Form of Amended and Restated Certificate of Incorporation of Safety Insurance Group, Inc. (1)

3.2

Form of Amended and Restated Bylaws of Safety Insurance Group, Inc. (1)

4  

Form of Stock Certificate for the Common Stock (1)

10.1

Lease Agreement between Thomas Black Corporation and Aman, Inc. for the lease of office space located on the 1st through 6th, 11th and 12th floors of 20 Custom House Street, Boston, Massachusetts, dated June 11, 1987, and as amended on October 11, 1988, September 14, 1989, September 19, 1990, February 23, 1994, December 20, 1996, June 24, 2002, July 26, 2004 and April 5, 2007, November 7, 2017 (2) (15)

10.2

Tax Indemnity Agreement by and among Safety Holdings, Inc. and the Management Team, dated October 16, 2001 (1)

10.3

2001 Restricted Stock Plan (1)(3)

10.4

Executive Incentive Compensation Plan (1)(3)

10.5

2002 Management Omnibus Incentive Plan, as Amended (5)  

10.6

Safety Insurance Company Executive Incentive Compensation Plan—Basic Document (3)(4)(8)

10.7

Safety Insurance Company Executive Incentive Compensation Plan—Adoption Agreement (3)(4)(8)

10.8

Safety Insurance Company Executive Incentive Compensation Plan—Rabbi Trust Agreement (3)(4)(8)

10.9

Form of Restricted Stock Notice and Agreement (with vesting) under the 2002 Management Omnibus Incentive Plan (3)(4)

10.10

Form of Restricted Stock Notice and Agreement (without vesting) under the 2002 Management Omnibus Incentive Plan (3)(4)

10.11

Form of Nonqualified Stock Option Notice and Agreement under the 2002 Management Omnibus Incentive Plan (3)(4)

10.12

Form of Incentive Stock Option Notice and Agreement under the 2002 Management Omnibus Incentive Plan (3)(4)

10.13

Form of Stock Appreciation Right Notice and Agreement under the 2002 Management Omnibus Incentive Plan (3)(4)

10.14

Annual Performance Incentive Plan (3)(5)

10.15

Amendment to Annual Performance Incentive Plan (3)(7)

10.16

Amendment to Management Omnibus Incentive Plan dated December 31, 2008 (3)(7)

10.17

Amendment to Management Omnibus Incentive Plan dated August 4, 2010 (3)(9)

10.18

Amendment to Management Omnibus Incentive Plan, as Amended dated March 11, 2013 (3)(10)

10.19

Form of Restricted Stock Notice and Agreement (with performance-based vesting) under the 2002 Management Omnibus Plan, as Amended (3)(10)

10.20

Amended and Restated Revolving Credit Agreement with RBS Citizens (11)

10.21

Form of Restricted Stock Notice and Agreement (with performance-based vesting) under the 2002 Management Omnibus Plan, As Amended (3) (12)

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10.22

Form of Restricted Stock Notice and Agreement (with performance-based vesting) under the 2002 Management Omnibus Plan, As Amended (3)   (13)

10.23

Form of Restricted Stock Notice and Agreement under the 2002 Management Omnibus Plan, As Amended (3)   (13)

10.24

Employment Agreement by and between Safety Insurance Group, Inc. and John Drago as of April 1, 2016 (3)(14)

10.25

Employment Agreement by and between Safety Insurance Group, Inc. and George M. Murphy as of April 1, 2016 (3)(14)

10.26

Employment Agreement by and between Safety Insurance Group, Inc. and individual executive member as of January 1, 2017. (3) (15)

21

23

Subsidiaries of Safety Insurance Group, Inc. (6)

Consent of PricewaterhouseCoopers LLP (15)

24

Power of Attorney (1)

31.1

CEO Certification Pursuant to Rule 13a‑14(a)/15d‑14(a), as Adopted Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 (15)

31.2

CFO Certification Pursuant to Rule 13a‑14(a)/15d‑14(a), as Adopted Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 (15)

32.1

CEO Certification Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 (15)

32.2

CFO Certification Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 (15)

101.INS

XBRL Instance Document (15)

101.SCH  

XBRL Taxonomy Extension Schema (15)

101.CAL

XBRL Taxonomy Extension Calculation Linkbase (1)

101.DEF

XBRL Taxonomy Extension Definition Linkbase (15)

101.LAB

XBRL Taxonomy Extension Label Linkbase (15)

101.PRE

XBRL Taxonomy Extension Presentation Linkbase (15)

 


(1) Incorporated herein by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-87056) filed April 26, 2002, and as amended on Form S-8 (Reg. No. 333-110676) filed on November 21, 2003 and as amended on Form S-8 (Reg. No. 333-140423) filed on February 2, 2007.

(2) Incorporated herein by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-87056) filed April 26, 2002, and as amended on Form S-8 (Reg. No. 333-110676) filed on November 21, 2003 and as amended on Form S-8 (Reg. No. 333-140423) filed on February 2, 2007, and as incorporated herein by reference on Form 10-Q for the quarterly period ended March 31, 2007, as filed on May 5, 2007.

(3) Denotes management contract or compensation plan or arrangement.

(4) Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2004 filed on March 16, 2005.

(5) Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2006 filed on March 1, 2007.

(6) Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2007 filed on March 14, 2008.

(7) Incorporated herein by reference to the Registrant’s Form 8-K filed on December 31, 2008.

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(8) Incorporated herein by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2008, as filed on November 7, 2008.

(9) Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2010 filed on March 14, 2011.

(10) Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2012 filed on March 18, 2013

(11) Incorporated herein by reference to the Registrant’s Form 8-K filed on August 27, 2013.

(12) Incorporated herein by reference to the Registrant’s Form 10-Q for the quarter ended June 30, 2013, as filed on August 9, 2013.

(13) Incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 31, 2014 filed on March 2, 2015

(14) Incorporated herein by reference to the Registrant’s Form 10-Q for the quarter ended June 30, 2016, as filed on August 5, 2016.

(15) Included herein.

 

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ITEM 16.  FORM 10-K SUMMARY

 

None

 

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Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 28, 2018

 

 

 

 

 

 

Safety Insurance Group, Inc.

 

By:

/s/ George M. Murphy

 

 

George M. Murphy,

 

 

President, Chief Executive Officer

 

 

 

 

 

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Table of Contents

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George M. Murphy and William J. Begley, Jr., and each of them individually, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such attorney-in-fact and agent, or his substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as he might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed by the following persons in the capacities and on the date indicated:

 

 

 

 

 

Signature

Title

Date

 

 

 

   /s/ George M. Murphy

President, Chief Executive Officer

February 28, 2018

        George M. Murphy

 

 

 

 

 

     /s/ William J. Begley, Jr.

Vice President, Chief Financial Officer,

February 28, 2018

          William J. Begley, Jr.

Secretary, and Principal Accounting Officer

 

 

 

 

/s/ David F. Brussard

Director

February 28, 2018

    David F. Brussard

 

 

 

 

 

    /s/ Frederic H. Lindeberg

Director

February 28, 2018

         Frederic H. Lindeberg

 

 

 

 

 

               /s/ Peter J. Manning

Director

February 28, 2018

Peter J. Manning

 

 

 

 

 

               /s/ David K. McKown

Director

February 28, 2018

    David K. McKown

 

 

 

 

 

               /s/ Thalia M. Meehan

Director

February 28, 2018

   Thalia M. Meehan

 

 

 

 

115


EXHIBIT 10.1

 

NINTH AMENDMENT TO LEASE

Reference is made to a certain Lease ("Lease") dated June 11, 1987 by and between Jaymont (U.S.A.) Incorporated whose interest has been transferred to Aman, Inc. ("Landlord"), and Thomas Black Corporation ("Tenant") whose interest has been transferred to Safety Insurance Group, Inc., a Delaware corporation, as amended by First Amendment to Lease dated October 11, 1988, Second Amendment to Lease dated September 14, 1989; Third Amendment to Lease dated September 19, 1990, Fourth Amendment to Lease dated February 23, 1994, Fifth Amendment to Lease dated December 20, 1996, Sixth Amendment to Lease dated June 24, 2002, Seventh Amendment to Lease dated July 26, 2004, and Eighth Amendment to Lease dated April 5, 2007 (as affected by Correction to Eighth Amendment to Lease).

All capitalized terms used in this Ninth Amendment shall have the meanings ascribed to them in the Lease, or in this Ninth Amendment.

This Ninth Amendment shall be binding upon the parties on the date hereof, but the terms effective on January 1, 2018 (the "Effective Date") unless otherwise express stated. As of the Effective Date of this Ninth Amendment to Lease, the Lease Data Sheet attached hereto shall become operable.

In consideration of these presents and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lease is hereby further amended as follows:

1. As of the Effective Date the Tenant shall occupy, and the Premises shall be defined as, approximately 100,017 rentable square feet in the Building (sometimes referred to below as the "Remaining Premises"), configured as set forth on the Lease Data Sheet. The remaining 4,165 rentable square feet currently leased by Tenant (the "Give Back Space"), as more particularly described below, shall be surrendered and properly vacated in strict accordance with the terms of Article 12 of the Lease no later than 4:00 p.m. on December 31, 2017.

Give Back Space

20 Custom House Street

Floor 1: 1,500 RSF

64 Broad Street

Floor 2: 2,665 RSF

2. On or before April 30, 2018, Tenant shall surrender and properly vacate an additional 24,606 rentable square feet currently leased by Tenant (the "Additional Give Back Space"), as more particularly described below in strict accordance with the terms of Article 12 of the Lease.


 

Additional Give Back Space

20 Custom House Street

 

 

 

Floor 1:

5,183 RSF (the "First Floor Space")

Floor 11:

10,940 RSF

Floor 12:

8,483 RSF

Tenant shall have use of the Additional Give Back Space, rent-free (except as provided herein) for the period from January 1, 2018 through April 30, 2018. Although Tenant shall not be responsible for the payment of Base Rent or Occupancy or Tax Costs, Tenant shall be responsible for all utility, HVAC, electric and cleaning charges for the Additional Give Back Space. This concession and accommodation is intended to alleviate the burden on Tenant and provide temporary space during completion of the Premises Work. Tenant agrees to reasonable efforts to vacate the First Floor Space as quickly as manageable, and shall notify Landlord sixty (60) days in advance of the intended surrender date. Surrender of the First Floor Space may be made in whole or in part.

If Tenant desires to remain in the Additional Give Back Space after April 30, 2018, a 60 day advance written notice must be provided to Landlord (the "Give Back Notice") specifying the intended date for Tenant to vacate the Additional Give Back Space, which may not be later than July 31, 2018, and occupancy of the Additional Give Back Space shall be in accordance with the terms set forth herein. Except as provided above with respect to the First Floor Space, Tenant may not surrender portions of the Additional Give Back Space, but rather must retain or surrender all together. Tenant shall be responsible for the timely payment of all rent obligations applicable to the Additional Give Back Space, including Base Rent, Occupancy and Tax Costs, as well all utility, HVAC, electric and cleaning charges commencing May 1, 2018.

In the event Tenant has not vacated the Additional Give Back Space by July 31, 2018, Tenant's right to surrender the Additional Give Back Space shall be null and void and the Premises shall include the Additional Give Back Space for the entire Term at the rental rates set forth in paragraph 5 below.

3. In connection with Tenant's surrender of the Additional Give Back Space, Landlord shall be responsible for the design, materials and construction associated with removing the internal stairs and replacing the floor structures between floors 10, 11 and 12. Landlord shall also be responsible for repainting each bathroom, installing new hardware on bathroom partitions as needed to comply with the Americans With Disabilities Act, and electrostatically repainting the bathroom partitions, within the Remaining Premises. The work set forth in this paragraph 3 shall be the "Landlord's Work" and shall be coordinated with Jones Lang LaSalle and Tenant's Project Manager, Diversified. The Landlord's Work shall be completed on or before May 1, 2018.

4. The Term of the Lease is hereby extended through December 31, 2028.

5. The Lease Data Sheet and Section 1.01(a) are amended to provide that commencing on the Effective Date and continuing throughout the term of the Lease, Base Rent for the Premises shall be as follows:

 

 

-2-


 

 

 

Year 1

$47.50 per rentable square foot

Year 2

$49.50 per rentable square foot

Years 3-4

$50.50 per rentable square foot

Years 5-6

$51.50 per rentable square foot

Years 7-8

$52.50 per rentable square foot

Years 9-11

$53.50 per rentable square foot

6. The Office Factor as of the Effective Date shall be 68.85%, which is the ratio, expressed as a fraction of the rentable square footage of the Premises (100,017) to the rentable square footage of the Building (145,271) and shall be adjusted to reflect the surrender of the Additional Give Back Space when and if applicable.

7. From and after the Effective Date, the Occupancy Cost Base for the Premises shall be actual occupancy expenses incurred in calendar year 2018, and the Tax Cost Base shall be fiscal year 2019.

8. Tenant shall have the one-time right to surrender the 3,309 rentable square feet of space within the Premises on the 6th Floor (the "Surrender Space"). Such right shall be exercised, if at all, by nine (9) months advance written notice delivered to Landlord no later than January 1, 2021 (the "Surrender Notice"), in which event the Annual Rent and Office Factor shall be proportionately reduced. Upon receipt of a Surrender Notice, Landlord shall calculate and notify Tenant of the amount of the unamortized Tenant Improvement Allowance and Broker Fees allocated to the Surrender Space (the "Surrender Costs"). In the event Landlord has not received the Surrender Notice prior to January 1, 2021, this provision shall be null and void. If Tenant delivers the Surrender Notice, Tenant shall as a condition to its effectiveness, reimburse Landlord for the Surrender Costs.

9. Except for the Landlord's Work and the Tenant Allowance (defined hereinbelow), Tenant acknowledges that Landlord shall have no obligation whatsoever to make any improvements, alterations or additions to any part of the Premises. As of the date this Ninth Amendment is fully executed and delivered, Landlord shall provide an allowance to Tenant of up to $6,186,975.00 (the "Tenant Allowance") to be expended to refresh and improve the Premises (the "Premises Work"). The Tenant Allowance shall be used for actual and reasonable hard and soft costs associated with the Premises Work as provided in, and in strict accordance with, Exhibit A attached hereto. The Premises Work shall be completed in accordance with the applicable terms of the Lease. Tenant shall submit to Landlord from time to time, but not more than one per month, evidence of expenditures by Tenant for which Tenant is entitled to reimbursement. So long as Tenant is not in default under this Lease, Landlord shall reimburse Tenant for the aforesaid expenses within thirty (30) days after receipt of a requisition therefor, accompanied by (i) a copy of the invoice from Tenant's contractors broken down in reasonable detail and showing the cost of the Premises Work completed, (ii) submission of a lien and release waiver from Tenant's contractor and all subcontractors, and (iii) the certification of Tenant and its architect or contractor that the Premises Work has been installed in a good and workmanlike manner in accordance with all codes, regulations and applicable laws. Tenant shall deliver the final request for payment of the Tenant Allowance to Landlord no later than December 31, 2018 (the "Allowance Cutoff Date"). In the event Tenant does not submit the final request for the Tenant Allowance to Landlord on or before the Allowance Cutoff Date, but subject to extension of this date on a day for day basis due to construction delays resulting from casualty or other events or circumstances beyond Tenant's reasonable control, Landlord shall not be obligated to fund any portion of the Tenant Allowance to Tenant and the Tenant Allowance shall be forfeited by Tenant without any reduction or adjustment to the rent or other charges payable by Tenant to Landlord under this Lease. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Tenant Work and/or 

-3-


 

 

the Tenant Allowance. Tenant may use up to $9.75 per rentable square foot of the Premises from the Tenant Allowance to pay the next installments of annual Rent falling due, not to exceed a set off of more than 25% in any month.

10. In lieu of any options to extend remaining under the Lease as of the date hereof, Tenant shall have two (2) options to extend the term of this Lease for five (5) years each (each an "Extended Term" hereunder) commencing on the then-expiration of the term of this Lease provided that (i) Tenant is not in default hereunder, either at the time of exercise of this option or at the commencement of the Extended Term; (ii) this Lease has not been terminated or cancelled; (iii) this Lease has not been assigned without permission of Landlord, nor have more than fifty percent (50%) the Premises been sublet. Tenant shall give written notice of its exercise of this option not later than fifteen (15) months prior to the expiration of the Term hereof. Each Extended Term shall be upon the terms, provisions and conditions herein set forth, except that there shall be no further right of extension after the second Extended Term, and the Annual Rent shall be the then Market Rent for space in the Building as of the commencement of the applicable Extended Term as defined in Section 20.19 in the Third Amendment of this Lease. The determination of Market Rent shall take into account current bases for occupancy costs and taxes.

If Tenant shall fail to exercise its Option to Extend at least fifteen (15) months prior to the expiration of the then-current Term, such Option shall lapse and be void and without effect.

11. Section 20.20 of the Lease ("Right of First Offer") contained in the Fifth Amendment shall be and remain in full force and effect, but only with respect to Floors 2-10 of the Building. A revised Lease Expiration Summary, outlining the current lease expirations for the space on floors 2-10 is attached hereto as Exhibit B.

12. Section 20.17 of the Lease is hereby amended to provide that Tenant's right to lease up to twenty (20) parking spaces in the Building garage shall be reduced. From and after the Effective Date, Tenant shall have the right to lease up to twelve (12) parking spaces, nine (9) of which shall be in the 20 Custom House Street garage and three (3) shall be in the 21 Custom House Street Garage. The parking spaces shall otherwise be upon the terms and conditions set forth in the Lease.

13. Tenant warrants and represents that it has dealt with no broker or agent other than Newmark Grubb Knight Frank and McCall and Almy, whose fees shall be the responsibility of Landlord provided this Ninth Amendment is fully executed and delivered.

14. So long as Tenant is not in default and occupies the Premises for the conduct of an insurance business, Landlord will not enter into a lease for space at 20 Custom House Street with any licensed insurance company or agency selling property casualty insurance.

15. Tenant shall be permitted to replace the existing signs with new signs displaying Tenant's new logo. Landlord and Tenant shall cooperate to locate an appropriate lobby location for Tenant's signage, which shall indicate that Safety Insurance Group, Inc. is a major tenant in the Building. All signs shall be subject to Landlord prior written approval, which shall not be unreasonably delayed.

-4-


 

16. Landlord shall complete a renovation of the lobby at 20 Custom House Street within a reasonable period following approval of all plans and specifications therefor. The schedule, finishes, etc., will be shared with Tenant as soon as the plans are finalized, and budgets are approved.

17. Tenant acknowledges that Landlord intends to rebid the security contract and redefine the scope of work in an effort to provide a more engaged security presence at the Building including enhanced protocols designed to ensure that visitors will be diligently screened upon entry to the Building. Tenant shall have an opportunity to have input on the process, which process shall include:

(a) Bid the entire contract and award it to a provider that delivers a higher level of service.

(b) Install a new online visitor system designed to formalize and coordinate visitor protocol with the security provider.

(c) Upgrade card access readers in the elevators to accept proximity cards to monitor and control access (for employees) and visitor passes for guests.

(d) Design a security desk that ensures easy access to the lobby for the security guards.

Except as herein expressly set forth, the Lease shall be and remain in full force and

effect.

-5-


 

 

 

 

 

EXECUTED under seal this 71'day of  Alefc/Pti------                        , 2017.

 

 

 

LANDLORD: Aman, Inc.

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

Hereunto Duly Authorized

 

 

 

 

 

 

 

TENANT:

 

 

 

 

Safety Insurance Group, Inc.

 

 

 

 

 

 

 

PICTURE 2

 

 

Hereunto Duly Authorized William J. Begley, Jr.

 

 

Vice President, Treasurer and Chief Financial Officer

 

 

 

 

 

-6-


 

Lease Data Sheet

 

 

 

Landlord:

Aman, Inc.

 

 

Tenant:

Safety Insurance Group, Inc.

 

 

Tenant's Mailing Address:

20 Custom House Street

 

Boston, MA 02109

 

 

Lease Term:

Eleven (11) years from Effective

 

 

Commencement Date:

Date January 1, 2018

 

 

Base Rent:

As set forth in paragraph 4 of this Ninth Amendment

 

 

Permitted Uses:

Insurance business, and with the approval of the landlord, any use consistent with first class office building in the financial district of Boston

 

 

Premises:

100,017 rentable square feet in the Building at 20 Custom House Street

 

 

 

Schedule 1 attached hereto defines the floor area.

 

 

Guarantor:

None

 

 

Security Deposit:

None

 

 

Broker:

Newmark Grubb Knight Frank and McCall & Almy

 

 

Option to Extend:

Two five (5) year terms at market

 

 

Option to Expand:

Right of first offer (Section 20.20, as revised)

 

 

Parking:

Twelve (12) parking spaces (Section 20.17 as revised)

 

-7-


 

Schedule 1

20 Custom House Street:

 

Floor 12:

8,483 SF

 

Floor 11:

10,940 SF

 

Floor 10

11,148 SF

 

Floor 6

3,309 SF

 

Floor 5

12,832 SF

 

Floor 4

16,040 SF

 

Floor 3

16,041 SF

 

Floor 2

16,041 SF

 

Floor 1

5,183 SF

 

 

 

 

TOTAL

100,017 SF

 

 

-8-


 

EXHIBIT A

PREMISES WORK

The costs relating to the Premises Work to which the Tenant Allowance may be applied may include only the following items:

1. Construction management;

2. Architectural & engineering expenses;

3. Consultants' fees;

4. Move management and moving costs;

5. Telephone/Computer equipment;

6. Cabling;

7. Signage;

8. Furniture; and

9. Tenant's legal expenses.

As part of the Premises Work, Tenant will update the HVAC system serving the Premises, to include acquisition and installation of new HVAC equipment, which equipment shall include fan powered boxes and direct digital controls of the system, as outlined below.

Note: The interior boxes will not have heat but the exterior boxes will.

Interior Boxes:

Manufacturer — Nailor

Model — 35S ST

Exterior Boxes:

Manufacturer — Nailor

Model — 35 SEST

Floor 2:

Exterior — 11 Interior — 8

Floor 3:

Exterior — 14 Interior — 11

Floor 4:

Exterior — 11 Interior — 13

Floor 5:

Exterior — 12 Interior — 10

-9-


 

 

Floor 10:

No new boxes.

Controls Scope:

All new boxes shall be tied into the existing Automated Logic Building Management system which presently controls floor air handlers and other base building equipment.

 

-10-


 

 

EXHIBIT B

LEASE EXPIRATION SUMMARY

 

 

-11-


 

 

EXHIBIT B

 

LEASE EXPIRATION SUMMARY

 

Floor

Premises

Term

6th Floor

1681 RSF *
4020 RSF *
2281 RSF

6/30/20

10/31/22
Available

7th Floor

11,146 RSF *

6/30/2020

8th Floor

5,548 RSF
5,665 RSF

10/31/18
8/31/18

9th Floor

1,787 RSF
1,875 RSF
7,493 RSF *

Available
Available
2/28/22

 

* Existing Tenant has superior rights to extend its Leases

 

 

-12-


EXHIBIT 10.26

 

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement, dated as of January 1, 2018 (this “ Agreement ”), is by and between (the “ Executive ”) and Safety Insurance Group, Inc., a Delaware corporation (the “ Company ”);

 

W   I   T   N   E   S   S   E   T   H :

 

WHEREAS, the Company wishes to obtain the future services of the Executive for and on behalf of the Companies (as defined in Section 11 );

 

WHEREAS, the Executive is willing upon the terms and conditions herein set forth, to provide services to the Companies hereunder; and

 

WHEREAS, the Company wishes to secure the Executive’s non-interference with the Companies’ business, upon the terms and conditions herein set forth;

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.   Nature of Employment

 

Subject to Section 3 , the Company employ Executive, and Executive shall serve the Company, in accordance with the terms of this Agreement, during the Term of Employment (as defined in Section 3(a) ), as Title and Secretary of the Company with such duties and responsibilities as are customarily assigned to an executive in such position and such other duties and responsibilities not inconsistent therewith as may from time to time reasonably be assigned to the Executive by the Board of Directors and/or Chairman of the Board, President and Chief Executive Officer of the Company.  The Executive also agrees to serve without additional compensation in such capacities (including, without limitation, as an officer or director) with Company affiliates as the Board of Directors and/or Chairman of the Board, President and Chief Executive Officer of the Company may prescribe.  Upon termination of the Executive’s employment with the Company, the Executive’s employment, board membership or other service relationship with any Company affiliate shall automatically terminate unless otherwise agreed to by the parties.

 

2. Extent of Employment

 

(a) During the Term of Employment, the Executive shall perform his or her obligations hereunder faithfully and to the best of his or her ability at the principal executive offices of the Company, under the direction of the Board of Directors and/or


 

 

Chairman of the Board, President and Chief Executive Officer of the Company, and shall abide by the rules, customs and usages from time to time established by the Companies.

 

(b) During the Term of Employment, the Executive shall devote all of his or her business time, energy and skill as may be reasonably necessary for the performance of his or her duties, responsibilities and obligations hereunder (except for vacation periods and reasonable periods of illness or other incapacity), consistent with past practices and norms in similar positions.

 

(c) Nothing contained herein shall require Executive to follow any directive or to perform any act which would violate any laws, ordinances, regulations or rules of any governmental, regulatory or administrative body, agent or authority, any court or judicial authority, or any public, private or industry regulatory authority (collectively, the “ Regulations ”).  Executive shall act in good faith in accordance with all Regulations.

 

3. Term of Employment; Termination

 

(a) The “ Term of Employment ” shall commence on the date hereof and shall continue until December 31, 2018; provided, that,  should the Executive’s employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive pursuant to Section 3(c), the Term of Employment shall end on the date of such earlier termination.  The Company may extend the Term of Employment by an additional twelve months (“Additional Term”) pursuant to formal action by the Compensation Committee of the Board of Directors at least 90 days prior to the scheduled expiration date of the Term of Employment, unless the Executive notifies the Company of his or her decision to decline any additional term before at least 120 days prior to the scheduled expiration date of the Term of Employment.

 

 

(b) Subject to the payments contemplated by Sections 3(f) through 3(i) , the Term of Employment may be terminated at any time by the Company:

 

(i) upon the death of Executive;

 

(ii) in the event that because of physical or mental disability Executive is unable to perform, and does not perform, in the view of the Company and as certified in writing by a competent medical physician, his or her duties hereunder for a continuous period of three consecutive months or any sixty working days out of any consecutive six month period;

 

(iii) for Cause (as defined in Section 3(d) ) or Material Breach (as defined in Section 3(e) );

 

(iv) upon the continuous poor or unacceptable performance of the Executive’s duties to the Companies (other than due to a physical or mental

-  2  -


 

 

disability), which has remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive’s performance, which notice shall describe in reasonable detail the areas of dissatisfaction; or

 

(v) for any other reason or no reason, it being understood that no reason is required.

 

Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Companies’ business, and that nothing contained herein or otherwise stated by or on behalf of any of the Companies modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause.  Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section 3 (b)(i)-(v) ), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable.  Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, any reference to “termination,” as it relates to a termination of the Executive’s employment, shall refer to a termination of employment which constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“ Section 409A ”).

 

(c) Subject to the payments contemplated by Section 3(f) and 3(i) , the Term of Employment may be terminated at any time by the Executive:

 

(i) upon the death of Executive;

 

(ii) as a result of a material reduction in Executive’s authority, perquisites, position or responsibilities (other than such a reduction in perquisites which affects all of the Company’s senior executives on a substantially equal or proportionate basis), the relocation of the Company’s primary place of business or the relocation of Executive by any of the Companies to another office more than 75 miles from Boston, Massachusetts, or the Company’s willful, material violation of its obligations under this Agreement, in each case, after 60 days’ prior written notice to the Company and its Board of Directors and the Company’s failure thereafter to cure such reduction or violation; or

 

(iii) as a result of the Company’s willful and material violation of this Agreement, the 2002 Management Omnibus Incentive Plan (the “ Incentive Plan ”), or any agreement between Executive and any of the Companies pertaining to awards made pursuant to the Incentive Plan or the Executive Incentive Compensation Plan, in each case as such agreements or plans may be amended from time to time.

 

(d) For the purposes of this Section 3 , “ Cause ” shall mean any of the following:

-  3  -


 

 

 

(i) Executive’s commission or conviction of any crime or criminal offense involving monies or other property or any felony;

 

(ii) Executive’s commission or conviction of fraud or embezzlement;

 

(iii) Executive’s material and knowing violation of any obligations imposed upon Executive, personally, as opposed to upon the Company, whether as a stockholder or otherwise, under this Agreement, the Incentive Plan or any other agreement between the Executive, on the one hand, and any of the Companies, on the other hand, the Amended and Restated Certificate of Incorporation, or the By-Laws of the Company, in each case as may be amended from time to time; provided , that the Executive has been given written notice describing any such violation in reasonable detail and fails to cure the violation within 90 days from such notice; or

 

(iv) Executive engages in egregious misconduct involving serious moral turpitude to the extent that Executive’s credibility and reputation no longer conform to the standard of the Company’s executives.

 

(e) For the purposes of this Section 3 , “ Material Breach ” shall mean any of the following:

 

(i) Executive’s breach of any of his or her fiduciary duties to the Companies or their stockholders or making of a willful misrepresentation or omission which breach, misrepresentation or omission would reasonably be expected to materially adversely affect the business, properties, assets, condition (financial or other) or prospects of the Companies;

 

(ii) Executive’s willful, continual and material neglect or failure to discharge his or her duties, responsibilities or obligations prescribed by this Agreement or any other agreement between the Executive and any of the Companies (other than arising solely due to physical or mental disability);

 

(iii) Executive’s habitual drunkenness or substance abuse which materially interferes with Executive’s ability to discharge his or her duties, responsibilities or obligations prescribed by this Agreement or any other agreement between the Executive and any of the Companies; and

 

(iv) Executive’s willful and material violation of any non-competition, non-disparagement, or confidentiality agreement with any of the Companies, including without limitation, those set forth in Sections 7 ,   8 and 9 of this Agreement, or any other agreements with any of the Companies;

 

in each case, for purposes of clauses (i) through (iv), after the Company or the Board of Directors of the Company has provided Executive with 60 days’ written notice describing

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such circumstances and the possibility of a Material Breach in reasonable detail, and Executive fails to cure such circumstances and Material Breach within those 60 days.  No act or omission shall be deemed willful if done, or omitted to be done, in good faith by the Executive based upon a resolution duly adopted by the Company’s Board of Directors.

 

(f) In the event Executive’s employment is terminated by the Company under any circumstances described in Section 3(b)(v) or by Executive under the circumstances described in Section 3(c)(ii) or (iii) ,

 

(i) the Company shall pay or cause to be paid to the Executive, (A) within five business days after the date of termination, any earned but unpaid base salary and, subject to the provisions of Section 5, any expense reimbursement payments owed to the Executive, and (B) any earned but unpaid annual bonus payments relating to the prior year to be paid in accordance with the terms and conditions of the Safety Insurance Group, Inc. Annual Performance Incentive Plan, or any successor plan thereto (collectively, the “ Accrued Obligations ”);

 

(ii) the Company shall pay or cause to be paid to the Executive, within thirty business days after the date of termination, a lump-sum payment equal to the annual base salary (in effect immediately prior to the date of termination) the Executive would have received (a) over the remaining Term of Employment or (b) in the event that Executive receives notification that the Term of Employment is extended by an Additional Term, the annual base salary Executive would have received through the end of the Additional Term.  “Severance Period” shall mean the period from the date of termination through the remaining current Term of Employment, or, in the event that Executive receives notification of an Additional Term, the period from the date of termination to the end of the Additional Term; and

 

(iii) subject to the provisions of Section 5 , during the Severance Period, the Company will provide or cause to be provided to the Executive (and any covered dependents), with life and health insurance benefits (but not disability insurance benefits) substantially similar to those the Executive and any covered dependents were receiving immediately prior to the date of termination and at the same dollar cost to the Executive as in effect immediately prior to the termination of employment.  Nothing in this Section 3(f)(iii) will extend the COBRA continuation coverage period.

 

(g) In the event the Executive’s employment is terminated within three years after a Change of Control (provided the Term of Employment has not already expired) under any circumstances described in Section 3(b)(v) or by Executive under the circumstances described in Section 3(c)(ii) or (iii) ,

 

(i) the Company shall pay or cause to be paid to the Executive any Accrued Obligations in accordance with Section 3(f)(i );

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(ii) the Company shall pay or cause to be paid to the Executive, within thirty business days after the date of termination, a lump-sum payment equal to three (3) times the sum of (A) the Executive’s annual base salary in effect immediately prior to the date of termination and (B) the most recent annual bonus paid to the Executive prior to the Change in Control; and

 

(iii) subject to the provisions of Section 5 , for a three  (3) year period after the date of termination, the Company will provide or cause to be provided to the Executive (and any covered dependents), with life and health insurance benefits (but not disability insurance benefits) substantially similar to those the Executive and any covered dependents were receiving immediately prior to the date of termination and at the same dollar cost to the Executive as in effect immediately prior to the termination of employment.  Nothing in this Section 3(g)(iii) will extend the COBRA continuation coverage period.

 

(h) In the event Executive’s employment is terminated by the Company under the circumstances described in Section 3(b)(iv) ,

 

(i) the Company shall pay or cause to be paid to the Executive any Accrued Obligations in accordance with Section 3(f)(i) ;

 

(ii) the Company shall pay or cause to be paid to the Executive, within thirty business days after the date of termination, a lump-sum payment equal to three (3) months base salary, based on the Executive’s base salary in effect immediately prior to the date of termination; and

 

(iii) subject to the provisions of Section 5 , for a three (3) month period after the date of termination, the Company will provide or cause to be provided to the Executive (and any covered dependents), with life and health insurance benefits (but not disability insurance benefits) substantially similar to those the Executive and any covered dependents were receiving immediately prior to the date of termination and at the same dollar cost to the Executive as in effect immediately prior to the termination of employment.  Nothing in this Section 3(h)(iii) will extend the COBRA continuation coverage period.

 

(i) In the event Executive’s employment is terminated by the Company under the circumstances described in Section 3(b)(i) or (ii) or by the Executive under Section 3(c)(i) ,

 

(i) the Company will pay or cause to be paid to the Executive (or the Executive’s estate or representative, as the case may be) any Accrued Obligations in accordance with Section 3(f)(i) ;

 

(ii) the Company will pay or cause to be paid to the Executive (or the Executive’s estate or representative, as the case may be), within thirty business

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days after the date of termination, a lump-sum payment equal to 100% of the Executive’s annual base salary in effect immediately prior to the date of termination; and

 

(iii) subject to the provisions of Section 5 , for a one (1) year period after the date of termination, the Company will provide or cause to be provided to the Executive (and any covered dependents), with life and health insurance benefits (but not disability insurance benefits) substantially similar to those the Executive and any covered dependents were receiving immediately prior to the date of termination and at the same dollar cost to the Executive as in effect immediately prior to the termination of employment.  Nothing in this Section 3(i)(iii) will extend the COBRA continuation coverage period.

 

(j) In the event Executive’s employment is terminated by the Company under any circumstances described in Section 3(b)(iii) or by Executive as a result of resignation or voluntary termination due to any circumstance other than the material reductions, relocation or violations described in Section 3(c)(ii) above, there will be no amounts owed to the Executive under Section 4 or any other part of this Agreement, from and after the effectiveness of termination.

 

(k) The payments and benefits required by Section 3(f), 3(g), 3(h) or 3(i) , as applicable, constitute severance and liquidated damages, and, except for payments that may be required pursuant to Section 10 , the Company will be obligated to pay or cause to be paid any further amounts to Executive under this Agreement or otherwise be liable to Executive in connection with any termination.

 

(l) All determinations pursuant to this Section 3 shall be made by the Company’s Board of Directors (not including Executive) in good faith.

 

(m) Termination of the Term of Employment will not terminate Sections 7 through 10 and 12 through 23 , or any other provisions not associated specifically with the Term of Employment.

 

(n) In the event the Term of Employment is terminated and the Company is obligated to make or cause to be made payments pursuant to Section 3(f) , the Executive will use his or her reasonable efforts to seek and obtain alternative employment; provided ,   however , that the Executive shall not be required to accept a position or positions of a substantially different character than the position(s) held by him or her under this Agreement; and provided   further , if the Executive shall become physically or mentally disabled, he or she will not be under such duty.  Moreover, in the event that after the Restricted Period pursuant to Section 8(a) , Executive is employed by or engaged in a Competitive Business as contemplated by Section 8(a)(i) , then the payments under Section 3(f) will thereupon cease.

 

(o) Notwithstanding any provision herein to the contrary, as a condition to payment of any amounts or provision of any benefits pursuant to Sections 3(f) through

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3(i) or 10 of this Agreement (other than due to the Executive’s death), the Executive shall be required to have executed a complete release of the Companies and related parties in such form as is reasonably required by the Company.  Subject to Section 3(p) , all payments and benefits under this Section 3 shall be paid or commenced on the sixtieth (60th) day following the date of termination of the Executive’s employment, provided that the release described in the preceding sentence becomes irrevocable prior to such sixtieth (60th) day.

 

(p) Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Section 409A at the time of a termination, any portion of the payments under this Section 3 due hereunder during the first six months following the date of the Executive’s termination, to extent that such payments constitute “deferred compensation” under Section 409A, shall not be paid during such six-month period and instead shall be paid on the first business day following the expiration of such six-month period.  The remaining portion of the payments due hereunder shall be paid as provided in the applicable provisions of this Section 3 .

 

4. Compensation

 

The Company shall pay or cause to be paid to Executive the following compensation:

 

(a) During the Term of Employment, the Company shall pay or cause to be paid to Executive as base compensation for his or her services hereunder, in monthly installments, a base salary at a rate of $ per annum, as increased on an annual basis to reflect the increase in the United States Cost of Living Index for All Urban Consumer (CPI-U) for the Boston, Massachusetts area (the “ CPI-U Index ”).  The CPI-U Index shall provide the basis for calculations of such increases.  Notwithstanding the minimum increase set forth above, the Board of Directors of the Company or a committee thereof may establish a higher compensation level.

 

(b) During the Term of Employment, the Company shall pay or cause to be paid to Executive an annual bonus based on Executive’s performance, as determined and approved by the Board of Directors of the Company or a committee thereof under the Safety Insurance Group, Inc. Annual Performance Incentive Plan, or any successor thereto.  Such bonus will be at the full discretion of the Board of Directors of the Company or a committee thereof, and may not be paid at all.  Executive acknowledges that no bonus has been agreed upon or promised. 

 

5. Reimbursement of Expenses

 

During the Term of Employment, the Company shall reimburse or cause Executive to be reimbursed for documented travel, entertainment and other expenses reasonably incurred by Executive in connection with the performance of his or her duties hereunder and, in each case, in accordance with applicable rules, customs and usages promulgated by the Companies from time to time in effect.  All reimbursements and in-

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kind benefits provided under this Agreement, shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (a) any reimbursement shall be for expenses incurred during a specified period, (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (c) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred (or such earlier date if specified in this Agreement), and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

 

6. Benefits

 

During the Term of Employment, the Executive shall be entitled to perquisites, paid vacations and benefits (including health, short and long term disability, pension and life insurance benefits consistent with past practice, or as increased from time to time) established from time to time, by the Board of Directors of the Company for executives of the Companies, subject to the policies and procedures in effect regarding participation in such benefits.

 

7. Confidential Information

 

During and after the Term of Employment, Executive will not, directly or indirectly in one or a series of transactions, disclose to any person, or use or otherwise exploit for the Executive’s own benefit or for the benefit of anyone other than the Companies, any Confidential Information, whether prepared by Executive or not; provided ,   however , that any Confidential Information may be disclosed to officers, representatives, employees and agents of the Companies who need to know such Confidential Information in order to perform the services or conduct the operations required or expected of them in the Business (as defined in Section 11 ).  Executive shall use his or her best efforts to prevent the removal of any Confidential Information from the premises of the Companies, except as required in his or her normal course of employment by the Company.  Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him or her hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law;  provided ,   however , that in the event disclosure is required by applicable law, the Executive shall provide the Companies with prompt notice of such requirement, prior to making any disclosure, so that the Companies may seek an appropriate protective order.  At the request of the Companies, Executive agrees to deliver to the Companies, at any time during the Term of Employment, or thereafter, all Confidential Information which he or she may possess or control.  Executive agrees that all Confidential Information of the Companies (whether now or hereafter existing) conceived, discovered or made by him or her during the Term of Employment exclusively belongs to the Companies (and not to Executive).  Executive will promptly

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disclose such Confidential Information to the Companies and perform all actions reasonably requested by the Companies to establish and confirm such exclusive ownership.

 

8. Non-Interference

 

(a) Executive acknowledges that the services to be provided give him or her the opportunity to have special knowledge of the Companies and their Confidential Information and the capabilities of individuals employed by or affiliated with the Companies and that interference in these relationships would cause irreparable injury to the Companies.  In consideration of this Agreement, Executive covenants and agrees that:

 

(i) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not, without the express written approval of the Board of Directors of the Company, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in, whether as a proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, in any business which competes, directly or indirectly, with the Business in the Market (“ Competitive Business ”) without regard to (A) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (B) whether any of the activities of the Executive referred to above occur or are performed within or without the Market or (C) whether the Executive resides, or reports to an office, within or without the Market; provided ,   however , that (x) the Executive may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital stock of a corporation whose capital stock is traded publicly, or that (y) Executive may accept employment with a successor company to the Company.

 

(ii) During the Restricted Period (which shall not be reduced by any period of violation of this Agreement by Executive or period which is required for litigation to enforce the rights hereunder), Executive will not without the express prior written approval of the Board of Directors of the Company (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Companies or had a business relationship with the Companies within the 24 month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Companies, or (B) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within 24 months prior to the date the Executive or the Competitive Business employs or

-  10  -


 

 

seeks to employ such person) employed or retained by the Companies.  Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity.

 

(iii) The scope and term of this Section 8 would not preclude Executive from earning a living with an entity that is not a Competitive Business.

 

(b) In the event that Executive breaches his or her obligations in any material respect under Section 7 , this Section 8 or Section 9 , the Company, in addition to pursuing all available remedies under this Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease or cause to be ceased all payments to the Executive under this Agreement or any other agreement.

 

9. Non-Disparagement

 

During and after the Term of Employment, the Executive agrees that he or she shall not make any false, defamatory or disparaging statements about the Companies or the officers or directors of the Companies.  During and after the Term of Employment, the Company agrees, on behalf of the Companies that neither the officers nor the directors of the Companies shall make any false, defamatory or disparaging statements about the Executive.

 

10. Code Section 280G Cutback

 

(a) If any payments or benefits paid or provided or to be paid or provided to the Executive or for his or her benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his or her employment with the Company or the termination thereof (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Payments shall be reduced to the extent necessary to prevent any portion of the Payments from becoming nondeductible by the Company under Section 280G of the Code or subject to the Excise Tax, but only if, by reason of that reduction, the net after-tax benefit received by the Executive exceeds the net after-tax benefit the Executive would receive if no reduction was made. For this purpose, “net after-tax benefit” means (i) the total of all Payments that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state, and local income taxes payable with respect to the Payments calculated at the maximum marginal income tax rate for each year in which the Payments shall be paid to the Executive (based on the rate in effect for that year as set forth in the Code as in effect at the time of the first payment of the Payments), less (iii) the amount of the Excise Tax imposed on the Payments described in clause (i) above. If a reduction in Payments is necessary under this Section 10(a), the reduction shall be made in a manner set forth in (b).

 

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(b) Any reduction of the Payments required under Section 10(a) shall be made in the following order: (i) first, any cash amounts payable to the Executive as a severance benefit as provided in Section 3(f)(ii), (g)(ii), (h)(ii), or (i)(ii) or otherwise; (ii) second, any amounts payable on behalf of the Executive for continued health insurance coverage under Section 3(f)(iii), g(iii), h(iii), or i(iii) or otherwise; (iii) third, any other cash amounts payable to or on behalf of the Executive under the terms of this Agreement or otherwise; (iv) fourth, any outstanding performance-based equity grants; and (v) finally, any time-vesting equity grants; in each case, the Payments shall be reduced beginning with Payments that would be made last in time.

 

(c) All determinations required to be made under this Section 10 shall be made by the public accounting firm that is retained by the Company (the “Accounting Firm”).  The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from the Company or Executive that there has been a Payment, or such earlier time as is requested by the Company.  All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company.  The determination by the Accounting Firm shall be binding upon the Company and Executive.

 

11. Definitions

 

Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth below:

 

Business ” means any business conducted, or engaged in, by the Companies prior to the date hereof or at any time during the Term of Employment.

 

Cause ” is defined in Section 3(c) .

 

Change of Control ” means any of the following: (i) the closing of any merger, combination, consolidation or similar business transaction involving the Company in which the holders of Company Common Stock immediately prior to such closing are not the holders, directly or indirectly, of a majority of the ordinary voting securities of the surviving person in such transaction immediately after such closing, (ii) the closing of any sale or transfer by the Company of all or substantially all of its assets to an acquiring person in which the holders of Company Common Stock immediately prior to such closing are not the holders of a majority of the ordinary voting securities of the acquiring person immediately after such closings, or (iii) the closing of any sale by the holders of Company Common Stock of an amount of Company Common Stock that equals or exceeds a majority of the shares of Company Common Stock immediately prior to such closing to a person in which the holders of the Company Common Stock immediately prior to such closing are not the holders of a majority of the ordinary voting securities of such person immediately after such closing.

 

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Companies ” means the Company and its successors or any of its direct or indirect parents or direct or indirect subsidiaries, now or hereafter existing.

 

Company ” is defined in the introduction.

 

Competitive Business ” is defined in Section 8(a)(i) .

 

Confidential Information ” means any confidential information including, without limitation, any study, data, calculations, software storage media or other compilation of information, patent, patent application, copyright, trademark, trade name, service mark, service name, “know-how”, trade secrets, customer lists, details of client or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans or any portion or phase of any scientific or technical information, ideas, discoveries, designs, computer programs (including source of object codes), processes, procedures, formulas, improvements or other proprietary or intellectual property of the Companies, whether or not in written or tangible form, and whether or not registered, and including all files, records, manuals, books, catalogues, memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof.  The term “ Confidential Information ” does not include, and there shall be no obligation hereunder with respect to, information that becomes generally available to the public other than as a result of a disclosure by the Executive not permissible hereunder.

 

Executive ” means. or his estate, if deceased.

 

Market ” means any state in the United States of America and each similar jurisdiction in any other country in which the Business was conducted by or engaged in by the Companies prior to the date hereof or is conducted or engaged in, or in which the Companies are seeking authorization to conduct Business at any time during the Term of Employment.

 

Regulations ” is defined in Section 2(c) .

 

Restricted Period ” means the date commencing on the date of this Agreement and ending on the later of (x) the date of termination of the Term of Employment or (y) the end of the applicable severance period provided under Section 3(f) ;   provided ,   however , that the “Restricted Period” may be extended, in the sole discretion of the Company, for an additional period of up to twenty-four (24) months if the Company continues to pay or to cause to be paid to the Executive (i) the full amounts to which he or she would be entitled as base compensation under Section 4(a) and (ii) customary benefits, in each case during such extended period.

 

Term of Employment ” is defined in Section 3(a) .

 

12. Notice

 

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Any notice, request, demand or other communication required or permitted to be given under this Agreement shall be given in writing and if delivered personally, or sent by certified or registered mail, return receipt requested, as follows (or to such other addressee or address as shall be set forth in a notice given in the same manner):

 

If to Executive:

 

 

c/o Safety Insurance Group, Inc.

 

20 Custom House Street

 

Boston, Massachusetts 02110

 

 

If to Company:

Safety Insurance Group, Inc.

 

20 Custom House Street

 

Boston, Massachusetts 02110

 

Attention:   George M. Murphy

 

Any such notices shall be deemed to be given on the date personally delivered or such return receipt is issued.

 

13. Executive’s Representation

 

Executive hereby warrants and represents to the Company that Executive has carefully reviewed this Agreement and has consulted with such advisors as Executive considers appropriate in connection with this Agreement, and is not subject to any covenants, agreements or restrictions, including without limitation any covenants, agreements or restrictions arising out of Executive’s prior employment which would be breached or violated by Executive’s execution of this Agreement or by Executive’s performance of his or her duties hereunder.

 

14. Other Matters

 

(a) Executive agrees and acknowledges that the obligations owed to Executive under this Agreement are solely the obligations of the Company, and that none of the Companies’ stockholders, directors, officers, affiliates, representatives, agents or lenders will have any obligations or liabilities in respect of this Agreement and the subject matter hereof.

 

(b) Notwithstanding anything contained herein to the contrary, the Companies may withhold from any amounts payable under, or benefits provided pursuant to, this Agreement all federal, state, local, and foreign taxes that are required to be withheld by applicable laws or regulations.

 

(c) In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, to expressly assume and agree to perform this Agreement

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in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

 

15. Validity

 

If, for any reason, any provision hereof shall be determined to be invalid or unenforceable, the validity and effect of the other provisions hereof shall not be affected thereby.

 

16. Severability

 

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.  If any court determines that any provision of Section 8 or any other provision hereof is unenforceable and therefore acts to reduce the scope or duration of such provision, the provision in its reduced form shall then be enforceable.

 

17. Waiver of Breach; Specific Performance

 

The waiver by the Company or Executive of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other breach of such other party.  Each of the parties (and third party beneficiaries) to this Agreement will be entitled to enforce its respective rights under this Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Sections 7,   8 and 9 of this Agreement and that any party (and third party beneficiaries) may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions in order to enforce or prevent any violations of the provisions of this Agreement.  In the event either party takes legal action to enforce any of the terms or provisions of this Agreement, the nonprevailing party shall pay the successful party’s costs and expenses, including but not limited to, attorneys’ fees, incurred in such action.  If the Executive prevails, the Company will reimburse the Executive’s legal fees no later than 60 days after the end of the taxable year following the year in which the Executive incurs such the costs and expenses.

 

18. Assignment; Third Parties

 

Neither the Executive nor the Company may assign, transfer, pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of his or her or its respective rights or obligations hereunder, without the prior written consent of the other.  The parties

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agree and acknowledge that each of the Companies and the stockholders and investors therein are intended to be third party beneficiaries of, and have rights and interests in respect of, Executive’s agreements set forth in Sections 7 ,   8 and 9.

19. Amendment; Entire Agreement

 

This Agreement may not be changed orally but only by an agreement in writing agreed to by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.  This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter of this Agreement, and supersedes and replaces all prior agreements, understandings and commitments with respect to such subject matter, including, without limitation, the Prior Employment Agreement and that certain Employment Agreement, dated October 16, 2001, between Executive and Safety Insurance Company.

 

20.   Litigation

 

THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, EXCEPT THAT NO DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF MASSACHUSETTS, AND NO DEFENSE, COUNTERCLAIM OR RIGHT OF SET-OFF GIVEN OR ALLOWED BY THE LAWS OF ANY OTHER STATE OR JURISDICTION, OR ARISING OUT OF THE ENACTMENT, MODIFICATION OR REPEAL OF ANY LAW, REGULATION, ORDINANCE OR DECREE OF ANY FOREIGN JURISDICTION, BE INTERPOSED IN ANY ACTION HEREON.  EXECUTIVE AND THE COMPANY AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING OUT OF THIS AGREEMENT SHALL BE COMMENCED IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS LOCATED IN BOSTON, MASSACHUSETTS OR THE UNITED STATES DISTRICT COURTS IN BOSTON, MASSACHUSETTS.  EXECUTIVE AND THE COMPANY CONSENT TO SUCH JURISDICTION, AGREE THAT VENUE WILL BE PROPER IN SUCH COURTS AND WAIVE ANY OBJECTIONS BASED UPON FORUM NON CONVENIENS .  THE CHOICE OF FORUM SET FORTH IN THIS SECTION 20 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER JURISDICTION.

 

21. Further Action

 

Executive and the Company agree to perform any further acts and to execute and deliver any documents which may be reasonable to carry out the provisions hereof.

 

22. Counterparts

 

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This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

 

23. Section 409A

 

To the extent applicable, it is intended that this Plan comply with, and should be interpreted consistent with, the requirements of Section 409A.

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

 

 

EXECUTIVE :

 

 

 

 

 

 

 

 

Name :

 

 

 

 

 

 

SAFETY INSURANCE GROUP, INC.:

 

 

 

 

 

 

Name :

   David K. McKown

 

Title :

Compensation Committee Chair

 

 

 

 

 

 

 

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Exhibit 23

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-110676 and 333-140423) of Safety Insurance Group, Inc. of our report dated February 28, 2018 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

 

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 28, 2018

 

 


Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, George M. Murphy, Chief Executive Officer of Safety Insurance Group, Inc. certify that:

1. I have reviewed this annual report on Form 10-K of Safety Insurance Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present  in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fourth fiscal quarter  that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

  /s/ GEORGE M. MURPHY

George M. Murphy

President and Chief Executive Officer 
February 28, 2018

 


Exhibit 31.2  

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, William J. Begley Jr., Chief Financial Officer of Safety Insurance Group, Inc. certify that:

1. I have reviewed this annual report on Form 10-K of Safety Insurance Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  /s/ WILLIAM J. BEGLEY, JR 

 William J. Begley, Jr.

Vice President, Chief Financial Officer, and Secretary
February 28, 2018

 


Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

 

In connection with this annual report of Safety Insurance Group, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2017 as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, George M. Murphy, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 • The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report.

 

  / s/ GEORGE M. MURPHY

 George M. Murphy

President and Chief Executive Officer
February 28, 2018

 


Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

 

In connection with this annual report of Safety Insurance Group, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2017 as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Begley, Jr., Vice President, Chief Financial Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report.

 

 

/s/ WILLIAM J. BEGLEY, JR.

 William J. Begley, Jr.

Vice President, Chief Financial Officer, and Secretary
February 28, 2018