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 SEPTEMBER 30, 1996 - ---------------------------------------- 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 October 31, 1996 ----- - ------------------------------- Common stock, $1.00 par value 11,022,082 - ---------- Total pages ?? ------ PART I. FINANCIAL INFORMATION - ------- --------------------- Item 1. Financial Statements - ------- --------------------- EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Balance Sheets September 30, December 31, 1996 1995 ------------ - ------------ (Unaudited) ASSETS Investments: Fixed maturities: Securities held-to-maturity, at amortized cost (market value $199,485,168 and $203,312,748) $194,893,314 $191,440,816 Securities available-for-sale, at market value (amortized cost $139,299,616 and $137,099,939) .............................. 141,522,920 142,360,569 Equity securities available-for-sale, at market value (cost $21,236,281 and $14,771,422) ..... 23,177,933 16,010,763 Short-term investments, at cost ................ 15,140,554 17,271,798 ------------ - ------------ Total investments ..................... 374,734,721 367,083,946 Cash ............................................. 2,093,291 1,198,436 Accrued investment income ........................ 5,747,201 5,749,619 Accounts receivable .............................. 705,748 726,181 Deferred policy acquisition costs ................ 9,730,398 8,714,769 Deferred income taxes ............................ 12,192,301 11,921,182 Intangible assets, including goodwill, at cost less accumulated amortization of $1,910,041 and $1,809,156 ................................. 1,647,779 1,748,664 Reinsurance receivables .......................... 17,230,112 12,916,943 Prepaid reinsurance premiums ..................... 2,034,864 1,805,881 Other assets ..................................... 878,930 1,015,352 ------------ - ------------ Total assets .......................... $426,995,345 $412,880,973 ============ ============ See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Balance Sheets September 30, December 31, 1996 1995 ------------ - ------------ (Unaudited) LIABILITIES Losses and settlement expenses ................... $210,944,758 $205,422,109 Unearned premiums ................................ 52,249,787 48,767,147 Other policyholders' funds ....................... 2,908,604 3,593,328 Indebtedness to related party .................... 1,158,826 428,463 Income taxes payable ............................. 927,669 2,538,669 Postretirement benefits .......................... 4,826,137 4,489,812 Deferred income .................................. 728,644 940,009 Other liabilities ................................ 10,912,727 9,812,678 ------------ - ------------ Total liabilities ............................ 284,657,152 275,992,215 ------------ - ------------ STOCKHOLDERS' EQUITY Common stock, $1 par value, authorized 20,000,000 shares; issued and outstanding, 11,022,082 shares in 1996 and 10,821,978 shares in 1995 ... 11,022,082 10,821,978 Additional paid-in capital ....................... 62,076,148 59,787,926 Unrealized holding gains on fixed maturity securities available-for-sale, net of tax ...... 1,467,380 3,472,016 Unrealized holding gains on equity securities available-for-sale, net of tax ................. 1,281,492 817,965 Retained earnings ................................ 66,491,091 62,089,294 Treasury stock, at cost (0 shares in 1996 and 7,585 shares in 1995, see note 4) ............... - (100,421) ------------ - ------------ Total stockholders' equity ................... 142,338,193 136,888,758 ------------ - ------------ Total liabilities and stockholders' equity ... $426,995,345 $412,880,973 ============ ============ See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Statements of Income (Unaudited) Three months ended Nine months ended September 30, September 30, ------------------------ - -------------------------- 1996 1995 1996 1995 ----------- ----------- ------------ - ------------ REVENUES: Premiums earned ..........$41,359,581 $41,242,521 $122,272,966 $119,082,337 Investment income, net ... 5,706,348 5,730,206 17,391,499 17,194,285 Realized investment gains 1,170,356 302,398 1,221,042 307,871 Other income ............. 66,451 83,075 211,365 264,774 ----------- ----------- ------------ - ------------ 48,302,736 47,358,200 141,096,872 136,849,267 ----------- ----------- ------------ - ------------ LOSSES AND EXPENSES: Losses and settlement expenses ............... 29,564,771 30,522,622 89,119,289 81,163,181 Dividends to policyholders 304,581 478,888 2,151,242 2,653,980 Amortization of deferred policy acquisition costs 8,108,121 7,992,608 23,748,604 23,255,200 Other underwriting expenses ............... 4,737,357 4,657,984 14,633,058 13,149,339 ----------- ----------- ------------ - ------------ 42,714,830 43,652,102 129,652,193 120,221,700 ----------- ----------- ------------ - ------------ Income before income taxes ................. 5,587,906 3,706,098 11,444,679 16,627,567 ----------- ----------- ------------ - ------------ INCOME TAXES: Current .................. 664,500 408,209 1,940,015 4,121,585 Deferred ................. 745,196 307,596 522,786 395,809 ----------- ----------- ------------ - ------------ 1,409,696 715,805 2,462,801 4,517,394 ----------- ----------- ------------ - ------------ Net income .........$ 4,178,210 $ 2,990,293 $ 8,981,878 $ 12,110,173 =========== =========== ============ ============ Earnings per share ......... $.38 $.28 $.82 $1.14 =========== =========== ============ ============ Dividend per share ......... $.14 $.13 $.42 $.39 =========== =========== ============ ============ Average number of shares outstanding .............. 10,973,096 10,724,282 10,905,539 10,656,524 =========== =========== ============ ============ See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Nine months ended September 30, - -------------------------- 1996 1995 ------------ - ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income .................................... $ 8,981,878 $ 12,110,173 ------------ - ------------ Adjustments to reconcile net income to net cash provided by (used in) operating activities: Losses and settlement expenses ............ 5,522,649 4,532,494 Unearned premiums ......................... 3,482,640 5,280,721 Other policyholders' funds ................ (684,724) (29,799) Deferred policy acquisition costs ......... (1,015,629) (1,303,015) Indebtedness of related party ............. 730,363 (5,896,429) Accrued investment income ................. 2,418 77,900 Accrued income taxes: Current ................................. (1,611,000) (1,395,000) Deferred ................................ 522,785 395,809 Provision for amortization ................ (35,632) (1,132) Realized investment gains ................. (1,221,042) (307,871) Postretirement benefits ................... 336,325 283,777 Reinsurance receivables ................... (4,313,169) 1,399,844 Prepaid reinsurance premiums .............. (228,983) (304,808) Amortization of deferred income ........... (211,365) (264,774) Other, net ................................ 1,256,904 211,103 ------------ - ------------ 2,532,540 2,678,820 ------------ - ------------ Net cash provided by operating activities ................ 11,514,418 14,788,993 ------------ - ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of fixed maturity securities held-to-maturity ............................ (30,412,887) (28,901,718) Maturities of fixed maturity securities held-to-maturity ............................ 27,081,840 14,989,238 Purchases of fixed maturity securities available-for-sale .......................... (17,417,025) (24,366,619) Maturities of fixed maturity securities available-for-sale .......................... 15,352,023 40,609,206 Purchases of equity securities available-for-sale .......................... (5,363,425) (13,635,446) Net sales (purchases) of short-term investments 2,131,245 (1,292,951) ------------ - ------------ Net cash used in investing activities ....... (8,628,229) (12,598,290) ------------ - ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock ...................... 2,488,326 2,716,166 Dividends paid to stockholders ................ (4,580,081) (4,155,231) Net decrease (increase) of treasury stock ..... 100,421 (529,476) ------------ - ------------ Net cash used in financing activities ..... (1,991,334) (1,968,541) ------------ - ------------ NET INCREASE IN CASH ............................ 894,855 222,162 Cash at beginning of year ....................... 1,198,436 1,258,221 ------------ - ------------ Cash at end of quarter .......................... $ 2,093,291 $ 1,480,383 ============ ============ Income taxes paid ............................... $ 3,552,500 $ 5,637,609 Interest paid ................................... - 170,553 See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Notes to Interim Consolidated Financial Statements (Unaudited) September 30, 1996 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 - ------ Effective January 1, 1996, the Company adopted Statement of financial Accounting Standards (SFAS) 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The adoption of this statement will have no effect on the income of the Company. Effective January 1, 1996, the Company adopted the disclosure requirement of SFAS 123, "Accounting for Stock-Based Compensation". Adoption of this statement will have no effect on the income of the Company. Note 4 - ------ Effective June 30, 1996, the use of treasury stock was eliminated. Amounts associated with treasury stock were reclassed to the Common Stock account. All future transactions will also be made to the Common Stock account. The overall equity position of the Company was not affected by this change. Note 5 - ------ In reviewing these financial statements, reference should be made to the 1995 Form 10K-405 or the 1995 Annual Report to Shareholders for more detailed footnote information. 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 an excess and surplus lines insurance agency. Property and casualty insurance is the most significant segment, representing 73.3 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 activities 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, lines of insurance written, 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 $1,000,000 per event are retained by Employers Mutual. The reinsurance subsidiary does not reinsure any of Employers Mutual's direct insurance business, nor any "involuntary" facility or pool business that Employers Mutual assumes pursuant to state law. In addition, the reinsurance subsidiary is not liable for credit risk in connection with the insolvency of any reinsurers of Employers Mutual. The Company's nonstandard risk automobile insurance subsidiary specializes in insuring private passenger automobile risks that are found to be unacceptable in the standard automobile insurance market. The excess and surplus lines insurance agency provides access to the excess and surplus lines markets through independent agents and managing general agents and represents several major excess and surplus lines companies, including Lloyd's of London. The results of operations for the interim periods reported are not necessarily indicative of results to be expected for the year. The information reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) CONSOLIDATED RESULTS OF OPERATIONS Operating results for the nine months and three months ended September 30, 1996 and 1995 are as follows: Nine months ended Three months ended September 30, September 30, ------------------ - ------------------ ($ in thousands) 1996 1995 1996 1995 -------- -------- - -------- -------- Premiums earned ..................... $122,273 $119,082 $ 41,360 $ 41,242 Losses and settlement expenses ...... 89,119 81,163 29,565 30,522 Other underwriting expenses ......... 40,533 39,058 13,150 13,129 -------- -------- - -------- -------- Underwriting loss ................... (7,379) (1,139) (1,355) (2,409) Net investment income ............... 17,392 17,194 5,707 5,730 Realized investment gains ........... 1,221 308 1,170 303 Other income ........................ 211 265 66 83 -------- -------- - -------- -------- Operating income before income taxes $ 11,445 $ 16,628 $ 5,588 $ 3,707 ======== ======== ======== ======== Losses and settlement expenses: Insured events of the current year $100,356 $ 94,477 $ 30,766 $ 33,869 Decrease in provision for insured events of prior years ... (11,237) (13,314) (1,201) (3,347) -------- -------- - -------- -------- Total losses and settlement expenses ......... $ 89,119 $ 81,163 $ 29,565 $ 30,522 ======== ======== ======== ======== Catastrophe and storm losses ........ $ 7,434 $ 5,307 $ 2,663 $ 2,199 ======== ======== ======== ======== Operating income before income taxes increased 50.7 percent for the three months ended September 30, 1996, but the results for the nine month ended September 30, 1996 continued to trail the results for the same period in 1995 by 31.2 percent. Results for the three months ended September 30, 1996 benefited from improved operations in all segments. Results for the nine months ended September 30, 1996 have been negatively impacted by a decline in the operating results of the property and casualty insurance subsidiaries. Premiums earned increased 2.7 percent for the nine months and 0.3 percent for the three months ended September 30, 1996 from the same periods in 1995. Production increases in the property and casualty insurance subsidiaries were partially offset by a production decrease in the nonstandard risk automobile insurance subsidiary. Losses and settlement expenses increased 9.8 percent for the nine months and decreased 3.1 percent for the three months ended September 30, 1996 from the same periods in 1995. For the nine months ended September 30, 1996 losses and settlement expenses related to the current accident year increased as a result of catastrophe and storm losses and an unusually large number of commercial property losses in the second quarter of 1996. For the three months ended September 30, 1996 losses and settlement expenses related to the current accident year decreased due to improved loss experience in all segments. The benefit realized from the downward development of prior accident year loss estimates declined for both the nine months and three months ended September 30, 1996. During 1996, the Company revised its method of allocating the property and casualty insurance subsidiaries' Incurred But Not Reported (IBNR) loss reserves between current and prior accident years. Management believes that the new method of allocating IBNR reserves provides a more accurate measurement of loss development on a quarterly basis. Prior year amounts have been restated using the new allocation method for comparative purposes. Catastrophe and storm losses for the nine and three months ended September 30, 1996 include $908,000 related to Hurricane Fran which hit the Carolinas in September, 1996. Both the property and casualty insurance subsidiaries and the reinsurance subsidiary sustained losses from this hurricane. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) Other underwriting expenses increased 3.8 percent for the nine months and 0.2 percent for the three months ended September 30, 1996 from the same periods in 1995. The increase in 1996 is primarily due to higher commission rates on the growing book of property business written by the property and casualty insurance subsidiaries. Net investment income increased 1.2 percent for the nine months and decreased 0.2 percent for the three months ended September 30, 1996 from the same periods in 1995. During 1996, the Company has experienced an increase in the average invested asset balance and a slight decrease in the average rate of return on investments. Realized investment gains increased for the nine months and three months ended September 30, 1996 from the same periods in 1995. These increases are primarily due to gains from mutual funds invested in equity securities. The Company began investing in equity based mutual funds in 1995 and, therefore, expects to have a higher level of realized investment gains than historically experienced. The other income amount represents the amortization of deferred income related to reserve discounting on the commutation of one of the reinsurance subsidiary's reinsurance contracts under the quota share agreement in 1993. SEGMENT RESULTS Property and Casualty Insurance Operating results for the nine months and three months ended September 30, 1996 and 1995 are as follows: Nine months ended Three months ended September 30, September 30, ------------------ - ------------------ ($ in thousands) 1996 1995 1996 1995 -------- -------- - -------- -------- Premiums earned ..................... $ 89,572 $ 87,157 $ 30,587 $ 30,008 Losses and settlement expenses ...... 65,660 57,321 21,552 21,619 Other underwriting expenses ......... 30,566 29,116 9,931 9,643 -------- -------- - -------- -------- Underwriting (loss) gain ............ (6,654) 720 (896) (1,254) Net investment income ............... 11,437 11,419 3,712 3,799 Realized investment gains ........... 1,174 296 1,146 293 -------- -------- - -------- -------- Operating income before income taxes $ 5,957 $ 12,435 $ 3,962 $ 2,838 ======== ======== ======== ======== Losses and settlement expenses: Insured events of the current year $ 74,000 $ 68,392 $ 22,009 $ 24,155 Decrease in provision for insured events of prior years ... (8,340) (11,071) (457) (2,536) -------- -------- - -------- -------- Total losses and settlement expenses ......... $ 65,660 $ 57,321 $ 21,552 $ 21,619 ======== ======== ======== ======== Catastrophe and storm losses ........ $ 4,341 $ 4,672 $ 1,311 $ 1,810 ======== ======== ======== ======== EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) Premiums earned increased moderately for the nine months and three months ended September 30, 1996 from the same periods in 1995. The market for property and casualty insurance continues to be very competitive, making it increasingly difficult to write new business and retain renewal business. The property and casualty insurance subsidiaries continue to emphasize property insurance through marketing programs targeted at commercial insureds. Production in workers' compensation insurance has been hampered by rate decreases including large decreases in the states of Iowa, Illinois, Kansas and Nebraska. There has also been a decline in mandatory assigned risk business, which is looked at favorably as losses associated with this type of business are generally higher than losses associated with controlled business. For 1996, most of the property and casualty insurance subsidiaries' growth has come from outside of the Midwest. This is due to the intense competition in the Midwest for properly priced business and the workers' compensation rate decreases mentioned above. Rate adequacy continues to be pressured in this competitive environment. The property and casualty insurance subsidiaries remain committed to selective underwriting procedures and are only writing business in those areas where there is expected to be a potential for profit. Production for the remainder of 1996 is not expected to increase significantly as the market conditions that have limited production over the last several years are not expected to change. Underwriting results improved for the three months ended September 30, 1996, but continued to lag behind 1995 results for the nine months ended September 30, 1996 as a result of an unusually large number of commercial property losses in the second quarter of 1996. In addition to large losses, losses and settlement expenses associated with new business were higher than those experienced with renewal business. The benefit realized from the downward development of prior accident year loss estimates declined for both the nine months and the three months ended September 30, 1996 from the same periods of 1995. As previously noted, the property and casualty insurance subsidiaries have historically experienced favorable development in their reserves and current reserving practices have not been relaxed; however, the level of favorable development experienced in 1995 was not expected to continue. Other underwriting expenses increased primarily as a result of higher commission rates on the growing book of property business. Reinsurance Operating results for the nine months and three months ended September 30, 1996 and 1995 are as follows: Nine months ended Three months ended September 30, September 30, ------------------ - ------------------ ($ in thousands) 1996 1995 1996 1995 -------- -------- - -------- -------- Premiums earned ..................... $ 25,782 $ 24,335 $ 8,474 $ 8,764 Losses and settlement expenses ...... 17,765 16,511 6,027 6,329 Other underwriting expenses ......... 8,009 7,860 2,584 2,754 -------- -------- - -------- -------- Underwriting gain (loss) ............ 8 (36) (137) (319) Net investment income ............... 4,762 4,507 1,612 1,522 Realized investment gains ........... 36 12 19 10 Other income ........................ 211 265 66 83 -------- -------- - -------- -------- Operating income before income taxes $ 5,017 $ 4,748 $ 1,560 $ 1,296 ======== ======== ======== ======== Losses and settlement expenses: Insured events of the current year $ 20,437 $ 19,048 $ 7,065 $ 7,197 Decrease in provision for insured events of prior years ... (2,672) (2,537) (1,038) (868) -------- -------- - -------- -------- Total losses and settlement expenses ......... $ 17,765 $ 16,511 $ 6,027 $ 6,329 ======== ======== ======== ======== Catastrophe losses .................. $ 3,093 $ 635 $ 1,352 $ 389 ======== ======== ======== ======== EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) Premiums earned for the three months ended September 30, 1996 decreased slightly, but the amount for the nine months ended September 30, 1996 remained ahead of premium levels for the same period in 1995. During 1996, the company has experienced a slight change in the mix of business from pro rata reinsurance to excess of loss reinsurance. Excess of loss reinsurance generally earns premiums more rapidly than pro rata reinsurance since excess of loss reinsurance is typically written on a losses occurring basis while pro rata reinsurance is typically written on a policies attaching basis. Under the losses occurring basis, reinsurance is both written and earned in the same time period. Under a policies attaching basis, reinsurance is written on a policy year basis and premiums are earned in each calendar year in proportion to the time period that each policy was in effect. The reinsurance market continues to have excess capacity, which has caused increased rate competition. For the remainder of 1996 premiums are expected to remain relatively flat and significant increases for 1997 are not expected. Underwriting results improved slightly for the nine months and three months ended September 30, 1996 compared to the same periods in 1995. For the nine months ended September 30, 1996, current accident year losses increased as a result of severe weather. Catastrophe losses for the three and nine months ended September 30, 1996 include $446,000 in reported losses related to Hurricane Fran. For the nine months ended September 30, 1996 the decrease in the provision for insured events of prior years has been steady, while fluctuating by quarter with a greater decrease for the three months ended September 30, 1996. Other underwriting expenses have increased for the nine months ended September 30, 1996 primarily due to the recognition of additional contingent commissions related to the favorable loss experience in 1995. Nonstandard Risk Automobile Insurance Operating results for the nine months and three months ended September 30, 1996 and 1995 are as follows: Nine months ended Three months ended September 30, September 30, ------------------ - ------------------ ($ in thousands) 1996 1995 1996 1995 -------- -------- - -------- -------- Premiums earned ..................... $ 6,919 $ 7,590 $ 2,299 $ 2,470 Losses and settlement expenses ...... 5,694 7,331 1,986 2,574 Other underwriting expenses ......... 1,973 2,100 644 689 -------- -------- - -------- -------- Underwriting loss ................... (748) (1,841) (331) (793) Net investment income ............... 820 897 261 279 Realized investment gains ........... 11 - 5 - -------- -------- - -------- -------- Operating income (loss) before income taxes ............... $ 83 $ (944) $ (65) $ (514) ======== ======== ======== ======== Losses and settlement expenses: Insured events of the current year $ 5,919 $ 7,037 $ 1,692 $ 2,517 (Decrease) increase in provision for insured events of prior years (225) 294 294 57 -------- -------- - -------- -------- Total losses and settlement expenses ......... $ 5,694 $ 7,331 $ 1,986 $ 2,574 ======== ======== ======== ======== Premiums earned decreased for the nine months and three months ended September 30, 1996 from the same periods in 1995. The company continues to experience intense competition for nonstandard auto business from both the standard and the nonstandard markets. The company is addressing this decline in production by appointing new agents and improving marketing and business relationships with its agency force. During the third quarter of 1996 the company began writing business in the state of Missouri. Premium volume in the state of Missouri is expected to grow gradually, but will help to offset production decreases experienced in existing markets. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) The company experienced improved underwriting results for the nine months and three months ended September 30, 1996 compared to the same periods in 1995. Current accident year losses decreased in 1996 as a result of the decline in premium volume as well as improved loss experience. Results for the third quarter of 1995 were negatively impacted by the occurrence of several severe accidents. Excess and Surplus Lines Insurance Management Operating income before income taxes decreased to $351,000 for the nine months ended September 30, 1996 from $383,000 in the same period last year. For the third quarter of 1996, operating income before income taxes increased to $118,000 from $52,000 for the same period in 1995. While results have fluctuated by quarter, the company has experienced a decline in production due to a reunderwriting process that was begun in the third quarter of 1996. Additionally, investment income has decreased due to a smaller invested asset balance. Parent Company Operating income before income taxes increased to $37,000 for the nine months ended September 30, 1996 from $6,000 for the same period in 1995. For the three months ended September 30, 1996, operating income before income taxes decreased to $13,000 compared to $35,000 for the same period in 1995. For the year the company has experienced an increase in investment income caused by a larger invested asset balance. OTHER INFORMATION The majority of the Company's assets are invested in fixed maturities. These investments provide a substantial amount of income which supplements underwriting results 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 $1,467,000 at September 30, 1996 and $3,472,000 at December 31, 1995. Since the Company does not actively trade in the bond market and forced liquidations of investments are not anticipated, 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 of short-term funds and maturing U.S. Treasury Bills into mutual funds invested in equity securities. During the third quarter of 1996 the Company increased its equity investments by investing $5,802,000 into preferred stocks. The overall liquidity position of the Company was not affected by these investments. Net unrealized holding gains on equity securities totaled $1,281,000 at September 30, 1996 and $818,000 at December 31, 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. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) As of September 30, 1996, the Company had no material commitments for capital expenditures. The use of treasury stock was eliminated effective June 30, 1996. All future transactions will be made directly to the Common Stock account. This change in accounting method had no impact on the equity position of the Company. CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS The 1995 Private Securities Litigation Reform Act provides issuers the opportunity to make cautionary statements regarding forward-looking statements. Accordingly, any forward-looking statement contained herein or in any other oral or written statement by the Company or any of its officers, directors or employees is qualified by the fact that actual results of the Company may differ materially from such statement due to the following important factors, among other risks and uncertainties inherent in the Company's business: catastrophic events, state insurance regulations, rate competition, adverse changes in interest rates, and unforeseen losses with respect to loss and settlement expense reserves for unreported and reported claims, including asbestos and environmental claims. EMC INSURANCE GROUP INC. AND SUBSIDIARIES 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 22, 1996 (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 10,243,541 5,594 92,778 Elwin H. Creese 10,244,487 4,648 92,778 David J. Fisher 10,242,454 6,681 92,778 Bruce G. Kelley 10,244,461 4,674 92,778 George W. Kochheiser 10,243,937 5,198 92,778 Raymond A. Michel 10,244,287 4,848 92,778 Fredrick A. Schiek 10,244,337 4,798 92,778 2. Proposal to ratify the appointment of KPMG Peat Marwick as the independent auditors of the Company: For 10,240,796 Against 5,459 Abstain 2,880 ----------- ------ ------ Broker Non-Votes 92,778 Withheld 0 ------- ----- The total number of qualified shares voted by proxy is: 10,187,500 (d) None. 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 September 30, 1996. 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/ Bruce G. Kelley - -------------------------- Bruce G. Kelley President & Chief Executive Officer /s/ Mark Reese - -------------------------- Mark Reese Chief Accounting Officer Date: November 8, 1996