UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended JUNE 30, 1995 ---------------------------------------- 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: 0-10956 ------------- EMC INSURANCE GROUP INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Iowa 42-6234555 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 717 Mulberry Street, Des Moines, Iowa 50309 --------------------------------------- ------------------ (Address of principal executive office) (Zip Code) (515) 280-2581 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 X No ---- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at July 31, 1995 ----- ------------------------------- Common stock, $1.00 par value 10,715,145 ---------- Total pages 15 ------ 1 PART I. FINANCIAL INFORMATION ------- --------------------- Item 1. Financial Statements ------- --------------------- EMC INSURANCE GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, December 31, 1995 1994 ------------ ------------ (Unaudited) ASSETS Investments: Fixed maturities: Securities held-to-maturity, at amortized cost (market value $265,922,353 and $238,721,488) $255,360,210 $243,649,720 Securities available-for-sale, at market value (amortized cost $60,211,077 and $77,808,992) 60,950,613 76,492,396 Equity securities available-for-sale, at market value (cost $13,550,000 and $0) .............. 14,326,594 - Short-term investments, at cost ................ 14,558,333 16,029,426 ------------ ------------ Total investments ..................... 345,195,750 336,171,542 Cash ............................................. 1,304,192 1,258,221 Indebtedness of related party .................... 2,396,020 - Accrued investment income ........................ 5,622,567 5,560,633 Accounts receivable .............................. 874,135 1,280,550 Deferred policy acquisition costs ................ 8,971,164 8,393,635 Deferred income taxes ............................ 13,586,802 14,190,499 Intangible assets, including goodwill, at cost less accumulated amortization of $1,741,899 and $1,674,643 ................................. 1,815,921 1,883,177 Reinsurance receivables .......................... 14,017,311 14,935,048 Prepaid reinsurance premiums ..................... 2,277,560 2,121,033 Other assets ..................................... 1,321,072 1,575,540 ------------ ------------ Total assets .......................... $397,382,494 $387,369,878 ============ ============ See accompanying Notes to Interim Consolidated Financial Statements. 2 EMC INSURANCE GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, December 31, 1995 1994 ------------ ------------ (Unaudited) LIABILITIES Losses and settlement expenses ................... $204,138,482 $203,181,615 Unearned premiums ................................ 48,533,376 47,672,570 Other policyholders' funds ....................... 3,817,420 3,102,609 Indebtedness to related party .................... - 937,356 Income taxes payable ............................. 1,558,000 1,736,000 Postretirement benefits .......................... 4,242,027 4,086,674 Deferred income .................................. 1,101,963 1,283,662 Other liabilities ................................ 7,110,327 8,642,703 ------------ ------------ Total liabilities ............................ 270,501,595 270,643,189 ------------ ------------ STOCKHOLDERS' EQUITY Common stock, $1 par value, authorized 20,000,000 shares; issued and outstanding, 10,755,540 shares in 1995 and 10,587,629 shares in 1994 ... 10,755,540 10,587,629 Additional paid-in capital ....................... 58,832,397 57,162,911 Unrealized holding gains (losses) on fixed maturity securities available-for-sale, net of tax ..................................... 488,094 (1,316,596) Unrealized holding gains on equity securities available-for-sale, net of tax ................. 512,551 - Retained earnings ................................ 56,761,269 50,402,812 Treasury stock, at cost (41,754 shares in 1995 and 10,931 shares in 1994) ..................... (468,952) (110,067) ------------ ------------ Total stockholders' equity ................... 126,880,899 116,726,689 ------------ ------------ Total liabilities and stockholders' equity ... $397,382,494 $387,369,878 ============ ============ See accompanying Notes to Interim Consolidated Financial Statements. 3 EMC INSURANCE GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three months ended Six months ended June 30, June 30, ------------------------ ------------------------ 1995 1994 1995 1994 ----------- ----------- ----------- ----------- REVENUES: Premiums earned ..........$37,839,646 $39,496,469 $77,839,816 $79,805,384 Investment income, net ... 5,616,938 5,041,213 11,464,079 9,966,790 Realized investment gains 4,775 99,445 5,473 406,649 Other income ............. 88,014 111,250 181,699 229,931 ----------- ----------- ----------- ----------- 43,549,373 44,748,377 89,491,067 90,408,754 ----------- ----------- ----------- ----------- LOSSES AND EXPENSES: Losses and settlement expenses ............... 22,903,950 27,418,776 50,640,559 57,929,464 Dividends to policyholders 1,468,675 372,199 2,175,092 1,402,355 Amortization of deferred policy acquisition costs 7,565,686 7,779,174 15,262,592 15,066,701 Other underwriting expenses ............... 4,217,902 4,070,348 8,491,355 7,842,583 ----------- ----------- ----------- ----------- 36,156,213 39,640,497 76,569,598 82,241,103 ----------- ----------- ----------- ----------- Income before income taxes ................. 7,393,160 5,107,880 12,921,469 8,167,651 ----------- ----------- ----------- ----------- INCOME TAXES: Current .................. 2,106,481 1,133,432 3,713,376 2,255,182 Deferred ................. 166,902 154,705 88,213 (209,818) ----------- ----------- ----------- ----------- 2,273,383 1,288,137 3,801,589 2,045,364 ----------- ----------- ----------- ----------- Net income .........$ 5,119,777 $ 3,819,743 $ 9,119,880 $ 6,122,287 =========== =========== =========== =========== Earnings per share ......... $.48 $.37 $.86 $.59 =========== =========== =========== =========== Dividend per share ......... $.13 $.13 $.26 $.26 =========== =========== =========== =========== Average number of shares outstanding .............. 10,650,777 10,396,080 10,622,645 10,366,131 =========== =========== =========== =========== See accompanying Notes to Interim Consolidated Financial Statements. 4 EMC INSURANCE GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six months ended June 30, -------------------------- 1995 1994 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income .................................... $ 9,119,880 $ 6,122,287 ------------ ------------ Adjustments to reconcile net income to net cash provided by operating activities: Losses and settlement expenses ............ 956,867 5,851,281 Unearned premiums ......................... 860,806 1,458,340 Other policyholders' funds ................ 714,811 406,051 Deferred policy acquisition costs ......... (577,529) (585,775) Indebtedness of related party ............. (3,333,376) 9,233,225 Accrued investment income ................. (61,934) 82,454 Accrued income taxes: Current ................................. (178,000) 463,025 Deferred ................................ 88,213 (209,818) Provision for amortization ................ (15,091) (1,652) Realized investment gains ................. (5,473) (406,649) Postretirement benefits ................... 155,353 287,337 Reinsurance receivables ................... 917,737 254,726 Prepaid reinsurance premiums .............. (156,527) 45,958 Amortization of deferred income ........... (181,699) (229,931) Other, net ................................ (871,493) (2,279,531) ------------ ------------ (1,687,335) 14,369,041 ------------ ------------ Net cash provided by operating activities ................ 7,432,545 20,491,328 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of fixed maturity securities held-to-maturity ............................ (22,904,536) (41,261,502) Maturities of fixed maturity securities held-to-maturity ............................ 11,269,764 25,695,244 Purchases of fixed maturity securities available-for-sale .......................... (14,869,869) (135,833,689) Maturities of fixed maturity securities available-for-sale .......................... 32,479,887 132,826,050 Purchases of equity securities available-for-sale .......................... (13,550,000) - Sale of equity securities available-for-sale .. - 500,000 Net sales (purchases) of short-term investments 1,471,091 (854,996) ------------ ------------ Net cash used in investing activities ....... (6,103,663) (18,928,893) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock ...................... 857,983 240,467 Dividends paid to stockholders ................ (1,782,009) (1,746,047) Purchase of treasury stock, net ............... (358,885) - ------------ ------------ Net cash used in financing activities ..... (1,282,911) (1,505,580) ------------ ------------ NET INCREASE IN CASH ............................ 45,971 56,855 Cash at beginning of year ....................... 1,258,221 675,203 ------------ ------------ Cash at end of quarter .......................... $ 1,304,192 $ 732,058 ============ ============ Income taxes paid ............................... $ 4,012,400 $ 1,792,157 Interest paid ................................... 167,881 - 5 EMC INSURANCE GROUP INC. AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) June 30, 1995 NOTE 1 ------ The results of operations for the interim periods reported are not necessarily indicative of results to be expected for the year. The information reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. NOTE 2 ------ Certain amounts previously reported in prior year consolidated financial statements have been reclassified to conform to current year presentation. NOTE 3 ------ In reviewing these financial statements, reference should be made to the 1994 Annual Report to Shareholders for more detailed footnote information. 6 EMC INSURANCE GROUP INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------- CONDITION AND RESULTS OF OPERATIONS (Unaudited) OVERVIEW EMC Insurance Group Inc. (the "Company"), an approximately 67 percent owned subsidiary of Employers Mutual Casualty Company (Employers Mutual), is an insurance holding company with operations in property and casualty insurance, reinsurance, nonstandard risk automobile insurance and excess and surplus lines insurance management. Property and casualty insurance is the most significant segment, representing 73.4 percent of consolidated premium income. The three property and casualty insurance subsidiaries of the Company and two subsidiaries of Employers Mutual are parties to reinsurance pooling agreements with Employers Mutual (collectively the "pooling agreement"). Under the terms of the pooling agreement, each company cedes to Employers Mutual all of its insurance business and assumes from Employers Mutual an amount equal to its participation in the pool. All losses, settlement expenses and other underwriting and administrative expenses, excluding the voluntary reinsurance business assumed by Employers Mutual from unaffiliated insurance companies, are prorated among the parties on the basis of participation in the pool. The aggregate participation of the Company's property and casualty insurance subsidiaries is 22 percent. Operations of the pool give rise to intercompany balances with Employers Mutual, which are settled on a quarterly basis. The investment programs and income tax liabilities of the pool participants are not subject to the pooling agreement. The purpose of the pooling agreement is to reduce the risk of an exposure insured by any of the pool participants by spreading it among all the companies. The pooling agreement produces a more uniform and stable underwriting result from year to year for all companies in the pool than might be experienced individually. In addition, each company benefits from the capacity of the entire pool, rather than being limited to policy exposures of a size commensurate with its own assets, and from the wide range of policy forms and lines of insurance written and the variety of rate filings and commission plans offered by each of the companies. A single set of reinsurance treaties is maintained for the protection of all six companies in the pool. The Company's reinsurance subsidiary assumes a 95 percent quota share portion of Employers Mutual's assumed reinsurance business, exclusive of certain reinsurance contracts. The reinsurance subsidiary receives 95 percent of all premiums and assumes 95 percent of all related losses and settlement expenses of this business. Since 1993, losses in excess of $1,000,000 per event are retained by Employers Mutual. The reinsurance subsidiary does not reinsure any of Employers Mutual's direct insurance business, nor any "involuntary" facility or pool business that Employers Mutual assumes pursuant to state law. In addition, the reinsurance subsidiary is not liable for credit risk in connection with the insolvency of any reinsurers of Employers Mutual. The Company's nonstandard risk automobile insurance subsidiary specializes in insuring private passenger automobile risks that are found to be unacceptable in the normal automobile market. The excess and surplus lines insurance management company provides insurance agents with access to the excess and surplus lines markets and also functions as managing underwriter for such lines for Employers Mutual and several of the pool members. The results of operations for the interim periods reported are not necessarily indicative of results to be expected for the year. The information reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods. 7 EMC INSURANCE GROUP INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------- CONDITION AND RESULTS OF OPERATIONS (Unaudited) CONSOLIDATED RESULTS OF OPERATIONS Operating results for the six months ended June 30, 1995 and 1994, and the three months ended June 30, 1995 and 1994 and March 31, 1995 are as follows: Six months ended Three months ended ----------------- -------------------------- June 30, June 30, June 30, March 31, ($ in thousands) 1995 1994 1995 1994 1995 -------- -------- -------- -------- -------- Premiums earned ............... $ 77,840 $ 79,805 $ 37,840 $ 39,496 $ 40,000 Losses and settlement expenses 50,641 57,929 22,904 27,418 27,737 Other expenses ................ 25,929 24,312 13,252 12,222 12,677 -------- -------- -------- -------- -------- Underwriting gain (loss) ...... 1,270 (2,436) 1,684 (144) (414) Net investment income ......... 11,464 9,967 5,617 5,041 5,847 Realized investment gains ..... 5 407 4 100 1 Other income .................. 182 230 88 111 94 -------- -------- -------- -------- -------- Operating income before income taxes ................ $ 12,921 $ 8,168 $ 7,393 $ 5,108 $ 5,528 ======== ======== ======== ======== ======== Losses and settlement expenses: Insured events of the current year .............. $ 54,906 $ 56,263 $ 30,027 $ 28,023 $ 24,879 (Decrease) increase in provision for insured events of prior years ..... (4,265) 1,666 (7,123) (605) 2,858 -------- -------- -------- -------- -------- Total losses and settlement expenses ... $ 50,641 $ 57,929 $ 22,904 $ 27,418 $ 27,737 ======== ======== ======== ======== ======== Catastrophe losses ............ $ 2,923 $ 3,356 $ 2,506 $ 1,673 $ 417 ======== ======== ======== ======== ======== Operating income before income taxes increased 58.2 percent for the six months ended June 30, 1995 from the same period in 1994. This increase is primarily due to a significant improvement in the operating results of the reinsurance subsidiary. Operating results for the property and casualty insurance subsidiaries and the excess and surplus lines insurance management subsidiary also improved, while results for the nonstandard risk automobile insurance subsidiary declined. Second quarter operating results improved significantly for the reinsurance subsidiary and the property and casualty insurance subsidiaries while the nonstandard risk automobile insurance subsidiary showed a decline. Premiums earned decreased 2.5 percent for the six months ended June 30, 1995 from the same period in 1994. Premium volume decreased slightly in the property and casualty insurance subsidiaries while the reinsurance and nonstandard risk automobile insurance subsidiaries experienced more significant declines. Losses and expenses decreased 6.9 percent for the six months ended June 30, 1995 from the same period in 1994. Results for the first six months of 1995 benefited from a decrease in the provision for insured events of prior years of $4,265,000 compared to an increase in the provision for insured events of prior years of $1,666,000 for the first six months of 1994. Net investment income increased 15.0 percent for the six months ended June 30, 1995 from the same period in 1994 due to a larger invested asset balance as well as higher interest rates. Realized investment gains decreased for the six months ended June 30, 1995 from the same period in 1994 reflecting fewer calls and prepayments on fixed maturity securities due to the rise in interest rates. 8 EMC INSURANCE GROUP INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------- CONDITION AND RESULTS OF OPERATIONS (Unaudited) Other income amounts represent the amortization of deferred income related to reserve discounting on the commutation of one of the reinsurance subsidiary's reinsurance contracts under the quota share agreement in 1993. SEGMENT RESULTS PROPERTY AND CASUALTY INSURANCE Operating income before income taxes increased 22.4 percent for the first six months of 1995 from the same period in 1994. This improvement is primarily due to favorable development on prior year claims. Operating results improved in the second quarter of 1995 despite increased catastrophe losses from wind and hail damage in the Midwest. Operating results for the six months ended June 30, 1995 and 1994, and the three months ended June 30, 1995 and 1994 and March 31, 1995 are as follows: Six months ended Three months ended ----------------- -------------------------- June 30, June 30, June 30, March 31, ($ in thousands) 1995 1994 1995 1994 1995 -------- -------- -------- -------- -------- Premiums earned ............... $ 57,149 $ 57,627 $ 28,722 $ 29,068 $ 28,427 Losses and settlement expenses 35,702 38,958 16,055 18,711 19,647 Other expenses ................ 19,473 17,875 10,271 8,969 9,202 -------- -------- -------- -------- -------- Underwriting gain (loss) ...... 1,974 794 2,396 1,388 (422) Net investment income ......... 7,620 6,752 3,681 3,469 3,939 Realized investment gains ..... 3 296 3 75 - -------- -------- -------- -------- -------- Operating income before income taxes ................ $ 9,597 $ 7,842 $ 6,080 $ 4,932 $ 3,517 ======== ======== ======== ======== ======== Losses and settlement expenses: Insured events of the current year .............. $ 38,535 $ 39,055 $ 20,274 $ 19,772 $ 18,261 (Decrease) increase in provision for insured events of prior years ..... (2,833) (97) (4,219) (1,061) 1,386 -------- -------- -------- -------- -------- Total losses and settlement expenses ... $ 35,702 $ 38,958 $ 16,055 $ 18,711 $ 19,647 ======== ======== ======== ======== ======== Catastrophe losses ............ $ 2,677 $ 2,033 $ 2,359 $ 1,414 $ 318 ======== ======== ======== ======== ======== Premiums earned decreased 0.8 percent for the six months ended June 30, 1995 from the same period in 1994. Premiums from direct (controlled) business increased during the first six months of 1995 while premiums from mandatory assigned risk (non-controlled) business decreased, causing a net decrease in the total premiums earned. The decrease in mandatory assigned risk premiums is favorable as losses from this business are generally higher than losses from direct business. Direct business production for 1995 continues to be hampered by intense rate competition, and management does not expect market conditions to change during the remainder of 1995. Overall, a small increase in premium volume in the direct business for the year is expected. 9 EMC INSURANCE GROUP INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------- CONDITION AND RESULTS OF OPERATIONS (Unaudited) Underwriting results for the six months ended June 30, 1995 benefited from a decrease in the provision for insured events of prior years of $2,833,000. Over the last several years, reserves associated with workers' compensation claims have been strengthened. These reserves have proven to be more than adequate when the claims were actually settled. As a result, current period operations have benefited. The property and casualty insurance subsidiaries have historically experienced redundancies in their reserves and current reserving practices have not been relaxed. However, the level of redundancies experienced in the first six months of 1995 is not expected to continue. Management continues to improve the marketing and underwriting of the personal lines of business by increasing the automation of the branches in order to obtain the best selection of business and to provide better service. Other expenses increased due to higher commission rates associated with property business and additional expenses associated with the various cost control units that have been implemented to control losses. REINSURANCE Operating results for the reinsurance subsidiary benefited from an exceptionally calm period in the first six months of 1995 with no major catastrophes and no significant large losses. In addition, operating results have benefited from favorable development on prior year claims. Operating results for the six months ended June 30, 1995 and 1994, and the three months ended June 30, 1995 and 1994 and March 31, 1995 are as follows: Six months ended Three months ended ----------------- -------------------------- June 30, June 30, June 30, March 31, ($ in thousands) 1995 1994 1995 1994 1995 -------- -------- -------- -------- -------- Premiums earned ............... $ 15,571 $ 15,746 $ 6,596 $ 7,285 $ 8,975 Losses and settlement expenses 10,182 14,236 4,187 6,320 5,995 Other expenses ................ 5,106 4,807 2,230 2,406 2,876 -------- -------- -------- -------- -------- Underwriting gain (loss) ...... 283 (3,297) 179 (1,441) 104 Net investment income ......... 2,985 2,525 1,505 1,229 1,480 Realized investment gains ..... 2 80 1 3 1 Other income .................. 182 230 88 111 94 -------- -------- -------- -------- -------- Operating income (loss) before income taxes ......... $ 3,452 $ (462) $ 1,773 $ (98)$ 1,679 ======== ======== ======== ======== ======== Losses and settlement expenses: Insured events of the current year .............. $ 11,851 $ 11,929 $ 7,296 $ 5,686 $ 4,555 (Decrease) increase in provision for insured events of prior years ..... (1,669) 2,307 (3,109) 634 1,440 -------- -------- -------- -------- -------- Total losses and settlement expenses ... $ 10,182 $ 14,236 $ 4,187 $ 6,320 $ 5,995 ======== ======== ======== ======== ======== Catastrophe losses ............ $ 246 $ 1,323 $ 147 $ 259 $ 99 ======== ======== ======== ======== ======== Premiums earned decreased slightly for the six months ended June 30, 1995 from the same period in 1994. Overall, premiums for 1995 are expected to remain steady or decrease slightly from 1994. During 1995, more emphasis has been placed upon writing excess of loss business and increasing participation on existing contracts that have favorable terms. Pro rata business will continue to be written, but the emphasis will be on local and regional accounts. Some national account pro rata business will remain, but with terms that provide appropriate limitations and protections for catastrophe exposure. 10 EMC INSURANCE GROUP INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------- CONDITION AND RESULTS OF OPERATIONS (Unaudited) Underwriting results for the first six months of 1995 reflect a decrease in the provision for insured events of prior years of $1,669,000 compared to an increase of $2,307,000 in 1994. The decrease in the provision for insured events of prior years in 1995 primarily reflects savings on several property pro rata losses and crop hail losses. The increase in the provision for insured events of prior years in the first six months of 1994 reflects significant development on crop hail losses. The improved loss experience for the first six months of 1995 also reflects a decline in catastrophe losses, which totaled $246,000 for the six months ended June 30, 1995 compared to $1,323,000 for the same period in 1994. NONSTANDARD RISK AUTOMOBILE INSURANCE The nonstandard risk automobile marketplace has remained very competitive in 1995. The continued relaxing of underwriting standards in the standard market has resulted in a smaller pool of insureds seeking nonstandard automobile coverage. Companies within the standard market are retaining more of their marginal risks in order to retain the business and rehabilitate these risks to profitability. Therefore, more of the very high risks are being funneled to the nonstandard market. The smaller pool of potential insureds in the nonstandard market has resulted in increased rate competition. Operating results for the six months ended June 30, 1995 and 1994, and the three months ended June 30, 1995 and 1994 and March 31, 1995 are as follows: Six months ended Three months ended ----------------- -------------------------- June 30, June 30, June 30, March 31, ($ in thousands) 1995 1994 1995 1994 1995 -------- -------- -------- -------- -------- Premiums earned ............... $ 5,120 $ 6,432 $ 2,522 $ 3,143 $ 2,598 Losses and settlement expenses 4,757 4,735 2,662 2,387 2,095 Other expenses ................ 1,411 1,632 711 812 700 -------- -------- -------- -------- -------- Underwriting (loss) gain ...... (1,048) 65 (851) (56) (197) Net investment income ......... 618 555 310 264 308 Realized investment gains ..... - 35 - 30 - -------- -------- -------- -------- -------- Operating (loss) income before income taxes ......... $ (430)$ 655 $ (541)$ 238 $ 111 ======== ======== ======== ======== ======== Losses and settlement expenses: Insured events of the current year .............. $ 4,520 $ 5,279 $ 2,457 $ 2,565 $ 2,063 Increase (decrease) in provision for insured events of prior years ..... 237 (544) 205 (178) 32 -------- -------- -------- -------- -------- Total losses and settlement expenses ... $ 4,757 $ 4,735 $ 2,662 $ 2,387 $ 2,095 ======== ======== ======== ======== ======== Premium volume continued to decrease in the second quarter of 1995 due to competition with the standard market and within the nonstandard market. The company has not reduced rates in order to retain business. As a result, there has been both a reduction in premium volume and a decline in the overall quality of the book of business. The company is attempting to increase production by improving its marketing and business relationships with agents. The number of new applications is increasing and management expects premium volume to improve in the last six months of 1995; however, total production for 1995 is expected to remain below 1994 levels. The company is also reviewing rate increases, but the timing of any increases is uncertain. 11 EMC INSURANCE GROUP INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------- CONDITION AND RESULTS OF OPERATIONS (Unaudited) Due to the decline in the overall quality of the book of business the company has experienced an increase in both the frequency and severity of losses, resulting in poor underwriting results. In addition, underwriting results for 1995 were negatively impacted by an increase in the provision for insured events of prior years of $237,000. Underwriting results for the first six months of 1994 benefited from a decrease in the provision for insured events of prior years of $544,000. EXCESS AND SURPLUS LINES INSURANCE MANAGEMENT Operating income before income taxes increased to $331,000 for the six months ended June 30, 1995 from $230,000 for the same period in 1994. The improvement in 1995 operations is the result of expanded marketing efforts and the continued emphasis on writing more excess and surplus lines business through Employers Mutual's agency force. The improved operating results also reflect an increase in investment income caused by higher interest rates. PARENT COMPANY Operating loss before income taxes decreased to $29,000 for the six months ended June 30, 1995 from $97,000 for the same period in 1994. This improvement is primarily due to an increase in investment income caused by higher interest rates. OTHER INFORMATION The majority of the Company's assets are invested in fixed maturities. These investments provide a substantial amount of income which offsets underwriting losses and contributes to net earnings. As these investments mature the proceeds will be reinvested at current rates, which may be higher or lower than those now being earned; therefore, more or less investment income may be available to contribute to net earnings depending on the interest rate level. LIQUIDITY AND CAPITAL RESOURCES The Company maintains a portion of the investment portfolio in relatively short-term and highly liquid investments to ensure the availability of funds to meet claims and expenses. The remainder of the investment portfolio is invested in securities with maturities that approximate the anticipated liabilities of the insurance issued. Net unrealized holding gains on fixed maturity securities available-for-sale totaled $488,000 at June 30, 1995. This compares to net unrealized holding losses of $1,317,000 at December 31, 1994. Since the Company does not actively trade in the bond market, such fluctuations in the market value of these investments are not expected to have a material impact on the operations of the Company. The Company closely monitors the bond market and makes appropriate adjustments in investment policy as changing conditions warrant. During the first six months of 1995, the Company invested $13,550,000 into equity securities from short-term funds and maturing U.S. Treasury Bills. The overall liquidity position of the Company has not been affected by these investments. Net unrealized holding gains on equity securities totaled $513,000 at June 30, 1995. The major ongoing sources of the Company's liquidity are insurance premium income, investment income and cash provided from maturing or liquidated investments. The principal outflows of cash are payments of claims, commissions, premium taxes, operating expenses, income taxes, dividends and investment purchases. 12 EMC INSURANCE GROUP INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------- CONDITION AND RESULTS OF OPERATIONS (Unaudited) During the first six months of 1995, the Company generated positive cash flows from operations of $7,433,000. This reflects $275,000 of return premium and $167,000 of interest expense related to the settlement of California Proposition 103 liabilities. This compares to a positive operating cash flow of $20,491,000 in 1994, which included $13,148,000 related to the gross-up of reserve amounts associated with the National Workers' Compensation Reinsurance Pool, as previously discussed in the 1994 Form 10-K Management's Discussion and Analysis. A major source of cash flows for the holding company is dividend payments from its subsidiaries. State insurance regulations restrict the maximum amount of dividends insurance companies can pay without prior regulatory approval. The Company collected dividends from its insurance subsidiaries of $2,800,000 for the first six months of 1995 and $1,008,000 in the same period of 1994. The Company paid cash dividends to stockholders totaling $1,782,000 and $1,746,000 for the six months ended June 30, 1995 and 1994, respectively. As of June 30, 1995, the Company had no material commitments for capital expenditures. PART II. OTHER INFORMATION -------- ----------------- Item 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS ------- ----------------------------------------------------- (a) Annual Meeting of Stockholders EMC Insurance Group Inc. May 25, 1995 (b) The following seven persons were elected to serve as directors of the Company for the ensuing year: George C. Carpenter III Elwin H. Creese David J. Fisher Bruce G. Kelley George W. Kochheiser Raymond A. Michel Fredrick A. Schiek (c) Items voted upon and number of votes cast: 1. Election of directors Broker Votes Votes Non Nominee Cast for Withheld Votes ----------------------- ---------- -------- ------ George C. Carpenter III 10,035,644 8,438 70,512 Elwin H. Creese 10,036,816 7,266 70,512 David J. Fisher 10,034,266 9,816 70,512 Bruce G. Kelley 10,037,504 7,266 70,512 George W. Kochheiser 10,036,530 7,552 70,512 Raymond A. Michel 10,035,361 8,904 70,512 Fredrick A. Schiek 10,036,816 7,266 70,512 2. Proposal to ratify the appointment of KPMG Peat Marwick as the independent auditors of the Company: For 10,060,616 Against 6,122 Abstain 9,205 ----------- ------------ -------- Broker Non-Votes 70,512 Withheld 0 ----------- --------- The total number of qualified shares voted by proxy is: 10,020,857 ------------- (d) None. 13 EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 6. Exhibits and Reports on Form 8-K ------- -------------------------------- (a) None. (b) No Form 8-K was filed by the registrant during the quarter ended June 30, 1995. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EMC INSURANCE GROUP INC. Registrant /s/ E. H. Creese -------------------------- E. H. Creese Senior Vice President & Treasurer (Chief Financial Officer) Date: August 14, 1995 15