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 MARCH 31, 1997 ---------------------------------------- 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 April 30, 1997 ----- ------------------------------- Common stock, $1.00 par value 11,149,142 ---------- Total pages 16 ------ PART I. FINANCIAL INFORMATION - ------- --------------------- Item 1. Financial Statements - ------- --------------------- EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Balance Sheets March 31, December 31, 1997 1996 ------------ ------------ (Unaudited) ASSETS Investments: Fixed maturities: Securities held-to-maturity, at amortized cost (market value $183,719,576 and $194,655,256) $189,103,209 $188,385,721 Securities available-for-sale, at market value (amortized cost $153,138,499 and $146,794,158) .............................. 152,667,973 150,038,644 Equity securities available-for-sale, at market value (cost $22,029,068 and $21,236,281) ..... 25,884,665 24,040,381 Short-term investments, at cost ................ 15,659,312 17,553,606 ------------ ------------ Total investments ..................... 383,315,159 380,018,352 Cash ............................................. 2,709,816 3,500,629 Accrued investment income ........................ 5,644,692 6,567,186 Accounts receivable .............................. 744,573 740,736 Deferred policy acquisition costs ................ 9,712,697 9,021,863 Deferred income taxes ............................ 12,262,832 10,974,425 Intangible assets, including goodwill, at cost less accumulated amortization of $1,977,297 and $1,943,669 ................................. 1,580,523 1,614,151 Reinsurance receivables .......................... 16,196,667 14,735,786 Prepaid reinsurance premiums ..................... 1,449,232 1,516,972 Other assets ..................................... 1,475,365 1,637,473 ------------ ------------ Total assets .......................... $435,091,556 $430,327,573 ============ ============ See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Balance Sheets March 31, December 31, 1997 1996 ------------ ------------ (Unaudited) LIABILITIES Losses and settlement expenses ................... $213,892,260 $202,502,986 Unearned premiums ................................ 49,901,431 47,908,954 Other policyholders' funds ....................... 3,455,340 3,467,449 Indebtedness to related party .................... 2,041,091 7,000,482 Income taxes payable ............................. 1,388,000 2,942,000 Postretirement benefits .......................... 5,061,672 4,932,834 Deferred income .................................. 605,865 665,550 Other liabilities ................................ 10,949,006 12,178,290 ------------ ------------ Total liabilities ............................ 287,294,665 281,598,545 ------------ ------------ STOCKHOLDERS' EQUITY Common stock, $1 par value, authorized 20,000,000 shares; issued and outstanding, 11,146,635 shares in 1997 and 11,084,461 shares in 1996 ... 11,146,635 11,084,461 Additional paid-in capital ....................... 63,442,590 62,762,613 Unrealized holding (losses) gains on fixed maturity securities available-for-sale, net of tax ..................................... (310,547) 2,141,361 Unrealized holding gains on equity securities available-for-sale, net of tax ................. 2,544,693 1,850,706 Retained earnings ................................ 70,973,520 70,889,887 ------------ ------------ Total stockholders' equity ................... 147,796,891 148,729,028 ------------ ------------ Total liabilities and stockholders' equity ... $435,091,556 $430,327,573 ============ ============ See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Statements of Income (Unaudited) Three months ended March 31, ------------------------ 1997 1996 ----------- ----------- REVENUES: Premiums earned .................................. $42,458,343 $40,480,126 Investment income, net ........................... 5,744,736 5,768,975 Realized investment gains ........................ 57,305 14,141 Other income ..................................... 59,685 74,619 ----------- ----------- 48,320,069 46,337,861 ----------- ----------- LOSSES AND EXPENSES: Losses and settlement expenses ................... 31,649,886 27,860,690 Dividends to policyholders ....................... 749,061 877,169 Amortization of deferred policy acquisition costs 8,172,702 7,572,686 Other underwriting expenses ...................... 5,677,868 5,653,442 ----------- ----------- 46,249,517 41,963,987 ----------- ----------- Income before income taxes ...................... 2,070,552 4,373,874 ----------- ----------- INCOME TAXES: Current .......................................... 663,497 1,128,000 Deferred ......................................... (340,844) (86,591) ----------- ----------- 322,653 1,041,409 ----------- ----------- Net income ................................. $ 1,747,899 $ 3,332,465 =========== =========== Earnings per share ................................. $.16 $.31 =========== =========== Dividend per share ................................. $.15 $.14 =========== =========== Average number of shares outstanding ............... 11,094,730 10,838,378 =========== =========== See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Three months ended March 31, -------------------------- 1997 1996 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income .................................... $ 1,747,899 $ 3,332,465 ------------ ------------ Adjustments to reconcile net income to net cash provided by operating activities: Losses and settlement expenses ............ 5,471,177 3,999,556 Unearned premiums ......................... (830,589) (1,846,368) Other policyholders' funds ................ (12,109) (24,960) Deferred policy acquisition costs ......... (690,834) (180,449) Indebtedness of related party ............. (4,959,391) 2,274,734 Accrued investment income ................. 922,494 22,184 Accrued income taxes: Current ................................. (1,554,000) (294,000) Deferred ................................ (382,812) (86,591) Provision for amortization ................ 13,498 (10,867) Realized investment gains ................. (57,305) (14,141) Postretirement benefits ................... 128,838 113,421 Reinsurance receivables ................... (1,460,881) (1,590,432) Prepaid reinsurance premiums .............. 67,740 (264,697) Amortization of deferred income ........... (59,685) (74,619) Other, net ................................ (1,071,013) (1,741,806) ------------ ------------ (4,474,872) 280,965 Cash provided by the change in the property and casualty insurance subsidiaries' pooling agreement (note 3) 5,674,458 - Cash provided by the change in the reinsurance subsidiary's quota share agreement (note 3) ...................... 3,066,705 - ------------ ------------ Total adjustment ......................... 4,266,291 280,965 ------------ ------------ Net cash provided by operating activities ................ $ 6,014,190 $ 3,613,430 ------------ ------------ EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows, Continued (Unaudited) Three months ended March 31, -------------------------- 1997 1996 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of fixed maturity securities held-to-maturity ............................ $ (2,499,700) $ (1,995,200) Maturities of fixed maturity securities held-to-maturity ............................ 1,803,525 6,870,986 Purchases of fixed maturity securities available-for-sale .......................... (15,672,330) (8,384,681) Maturities of fixed maturity securities available-for-sale .......................... 9,384,110 5,386,101 Purchases of equity securities available-for-sale .......................... (792,787) - Net sales (purchases) of short-term investments 1,894,294 (4,925,172) ------------ ------------ Net cash used in investing activities ....... (5,882,888) (3,047,966) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock ...................... 742,151 1,058,056 Dividends paid to stockholders ................ (1,664,266) (1,517,447) Purchase of treasury stock, net (note 2) ...... - (96,026) ------------ ------------ Net cash used in financing activities ..... (922,115) (555,417) ------------ ------------ NET (DECREASE) INCREASE IN CASH ................. (790,813) 10,047 Cash at beginning of year ....................... 3,500,629 1,198,436 ------------ ------------ Cash at end of quarter .......................... $ 2,709,816 $ 1,208,483 =========== ============ Income taxes paid ............................... $ 2,099,785 $ 1,422,000 See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Notes to Interim Consolidated Financial Statements (Unaudited) March 31, 1997 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 - ------ Effective June 30, 1996, the use of treasury stock was discontinued and all treasury shares held at that time were retired. Any shares of the Company's common stock repurchased after June 30, 1996 will be retired. Note 3 - ------ Effective January 1, 1997, a new affiliate of Employers Mutual Casualty Company (Employers Mutual) began participating in the pooling agreement. In connection with this change in the pooling agreement, the Company's liabilities increased $6,393,063 and invested assets increased $5,674,458. The Company reimbursed Employers Mutual $794,074 for commissions incurred to generate this business and Employers Mutual paid the Company $75,469 in interest income as the actual cash transfer did not occur until the end of March. Effective January 1, 1997, the reinsurance subsidiary's quota share participation was increased from 95 percent to 100 percent. In connection with this change in the quota share agreement, the Company's liabilities increased $3,173,647 and invested assets increased $3,066,705. The Company reimbursed Employers Mutual $106,942 for commissions incurred to generate this business. Note 4 - ------ The Company will adopt Statement of Financial Accounting Standard 128, "Earnings Per Share" in the fourth quarter of 1997. Adoption of this statement is not expected to have any impact on the financial statements of the Company. Note 5 - ------ In reviewing these financial statements, reference should be made to the Company's 1996 Form 10K-405 or the 1996 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 75.3 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"). Effective January 1, 1997, a new affiliate of Employers Mutual, Hamilton Mutual Insurance Company of Cincinnati, Ohio (Hamilton Mutual), began participating in 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 and Hamilton 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 in the pool 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 spread the risk of an exposure insured by any of the pool participants 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 seven companies in the pool. The Company's reinsurance subsidiary assumes a quota share portion of Employers Mutual's assumed reinsurance business, exclusive of certain reinsurance contracts. In order to take advantage of the reinsurance subsidiary's current surplus level, the following changes were made to the quota share agreement effective January 1, 1997: an increase in the quota share percentage from 95 percent to 100 percent and an increase in the maximum amount of losses retained per event from $1,000,000 to $1,500,000. The reinsurance subsidiary receives all premiums and assumes all related losses and settlement expenses of this business, subject to the maximum loss per event noted above. The reinsurance subsidiary does not reinsure any of Employers Mutual's direct insurance business, nor any "involuntary" facility or pool business that Employers Mutual assumes pursuant to state law. In addition, the reinsurance subsidiary is not liable for credit risk in connection with the insolvency of any reinsurers of Employers Mutual. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) The Company's nonstandard risk automobile insurance subsidiary specializes in insuring private passenger automobile risks that are found to be unacceptable in the standard automobile insurance market. The excess and surplus lines insurance agency provides insurance agents access to the excess and surplus lines markets and also functions as managing underwriter for such lines for Employers Mutual and several of the pool members. The results of operations for the interim periods reported are not necessarily indicative of results to be expected for the year. The information reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. CONSOLIDATED RESULTS OF OPERATIONS Operating results for the three months ended March 31, 1997 and 1996 are as follows: ($ in thousands) 1997 1996 -------- -------- Premiums earned .......................... $ 42,458 $ 40,480 Losses and settlement expenses ........... 31,649 27,861 Other underwriting expenses .............. 14,600 14,103 -------- -------- Underwriting loss ........................ (3,791) (1,484) Net investment income .................... 5,745 5,769 Realized investment gains ................ 57 14 Other income ............................. 60 75 -------- -------- Operating income before income taxes ..... $ 2,071 $ 4,374 ======== ======== Losses and settlement expenses: Insured events of the current year ..... $ 32,789 $ 33,289 Decrease in provision for insured events of prior years ................ (1,140) (5,428) -------- -------- Total losses and settlement expenses $ 31,649 $ 27,861 ======== ======== Catastrophe and storm losses ............. $ 963 $ 1,146 ======== ======== Operating income before income taxes decreased 52.7 percent for the three months ended March 31, 1997 from the same period in 1996. This decrease is primarily due to a decline in the operating results of the nonstandard risk automobile and property and casualty insurance subsidiaries. Operating results of the reinsurance subsidiary and the excess and surplus lines insurance agency also declined, but to a lesser degree. Premiums earned increased 4.9 percent for the three months ended March 31, 1997 from the same period in 1996. Production increases in the property and casualty insurance and nonstandard risk automobile insurance subsidiaries were partially offset by a production decrease in the reinsurance subsidiary. Losses and settlement expenses increased 13.6 percent for the three months ended March 31, 1997 from the same period in 1996. This increase is primarily related to a decline in the amount of benefit realized from the downward development of the provision for insured events of prior years. Additionally, the nonstandard risk automobile insurance subsidiary experienced an increase in both the frequency and severity of losses due to severe winter driving conditions in the Midwest. 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 3.5 percent for the three months ended March 31, 1997 from the same period in 1996. The property and casualty insurance subsidiaries experienced an increase in expenses in the first quarter of 1997 due to the addition of Hamilton Mutual to the pooling agreement. This increase was partially offset by a decrease in expenses in the reinsurance subsidiary. Net investment income decreased 0.4 percent for the three months ended March 31, 1997 from the same period in 1996. This decrease primarily reflects a lower average rate of return on bonds and short-term investments. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) SEGMENT RESULTS Property and Casualty Insurance Operating results for the three months ended March 31, 1997 and 1996 are as follows: ($ in thousands) 1997 1996 -------- -------- Premiums earned .......................... $ 31,974 $ 29,523 Losses and settlement expenses ........... 23,122 20,466 Other underwriting expenses .............. 11,230 10,242 -------- -------- Underwriting loss ........................ (2,378) (1,185) Net investment income .................... 3,763 3,833 Realized investment gains ................ 45 9 -------- -------- Operating income before income taxes ..... $ 1,430 $ 2,657 ======== ======== Losses and settlement expenses: Insured events of the current year ..... $ 24,577 $ 25,185 Decrease in provision for insured events of prior years ................ (1,455) (4,719) -------- -------- Total losses and settlement expenses $ 23,122 $ 20,466 ======== ======== Catastrophe and storm losses ............. $ 460 $ 521 ======== ======== Premiums earned increased substantially for the three months ended March 31, 1997 from the same period in 1996. This increase reflects growth from the existing branch offices as well as an increase in the size of the pool with the addition of Hamilton Mutual on January 1, 1997. The property and casualty insurance subsidiaries experienced strong production increases in both personal and commercial lines of business. Growth in the commercial lines of business continues to be concentrated in the property products offered under the Medallion series. The workers' compensation line of business continues to be hampered by rate reductions in several states. Underwriting results for the three months ended March 31, 1997 declined substantially from the same period in 1996. This decline is primarily related to a large decrease in the amount of benefit realized from the downward development of the provision for insured events of prior years. In addition, underwriting results for the pool were negatively impacted with the addition of Hamilton Mutual due to severe storms in the Ohio/Kentucky area. Hamilton Mutual is expected to contribute to the operations of the pool once they have been fully integrated into EMC's underwriting guidelines. Other underwriting expenses reflect the increase in the size of the pool as well as legal and administrative expenses incurred in connection with the affiliation of Hamilton Mutual. Expenses for the first three months of 1997 also include $64,000 of nondeferrable commissions associated with the addition of Hamilton Mutual to the pool. In connection with the addition of Hamilton Mutual to the pool, Employers Mutual transferred $5,599,000 and $75,000 of interest thereon, to the property and casualty insurance subsidiaries on March 24, 1997. The transfer was completed upon approval of the affiliation by Hamilton Mutual's policyholders and the Ohio Insurance Department. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) Reinsurance Operating results for the three months ended March 31, 1997 and 1996 are as follows: ($ in thousands) 1997 1996 -------- -------- Premiums earned ............................ $ 8,141 $ 8,679 Losses and settlement expenses ............. 5,833 5,709 Other underwriting expenses ................ 2,681 3,276 -------- -------- Underwriting loss .......................... (373) (306) Net investment income ...................... 1,581 1,537 Realized investment gains .................. 8 5 Other income ............................... 60 75 -------- -------- Operating income before income taxes ....... $ 1,276 $ 1,311 ======== ======== Losses and settlement expenses: Insured events of the current year ....... $ 5,560 $ 5,877 Increase (decrease) in provision for insured events of prior years .......... 273 (168) -------- -------- Total losses and settlement expenses $ 5,833 $ 5,709 ======== ======== Catastrophe losses ......................... $ 503 $ 625 ======== ======== Premiums earned decreased for the three months ended March 31, 1997 from the same period in 1996. This decrease is primarily attributable to competitive market conditions and a general decline in rate levels for catastrophe coverage. The company is addressing these market conditions by accepting larger lines on desirable programs and strengthening its relationships with reinsurance intermediaries. Underwriting results for the three months ended March 31, 1997 declined slightly from the same period in 1996. The decrease in premium income noted above was more than offset by a decline in other underwriting expenses, which were inflated in the first quarter of 1996 due to the recognition of additional contingent commissions. Losses and settlement expenses increased slightly in 1997 due to a small increase in the provision for insured events of prior years. Other underwriting expenses for the first three months of 1997 include $21,000 of nondeferrable commissions associated with the increase in the quota share participation from 95 percent to 100 percent. Investment income for the three months ended March 31, 1997 reflects $29,000 of interest income earned on $3,067,000 transferred to the reinsurance subsidiary in connection with the increase in the quota share participation from 95 percent to 100 percent. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) Nonstandard Risk Automobile Insurance Operating results for the three months ended March 31, 1997 and 1996 are as follows: ($ in thousands) 1997 1996 -------- -------- Premiums earned ........................... $ 2,343 $ 2,278 Losses and settlement expenses ............ 2,694 1,686 Other underwriting expenses ............... 670 650 -------- -------- Underwriting loss ......................... (1,021) (58) Net investment income ..................... 269 277 Realized investment gains ................. 4 - -------- -------- Operating (loss) income before income taxes $ (748) $ 219 ======== ======== Losses and settlement expenses: Insured events of the current year ...... $ 2,652 $ 2,227 Increase (decrease) in provision for insured events of prior years ......... 42 (541) -------- -------- Total losses and settlement expenses $ 2,694 $ 1,686 ======== ======== Premiums earned increased for the three months ended March 31, 1997 from the same period in 1996. This is the first increase in premiums that the company has experienced since 1993 and reflects rate increases that were implemented in the states of Iowa and South Dakota in late 1996. Additionally, the company continues to appoint new agents and improve its marketing and business relationships with its agency force. Underwriting results for the first three months of 1997 deteriorated significantly from the same period in 1996. The company experienced an increase in both the frequency and severity of losses due to severe winter driving conditions in the Midwest. In addition, the underwriting results for the three months ended March 31, 1997 did not benefit from a substantial decrease in the provision for insured events of prior years as occurred in the first three months of 1996. Excess and Surplus Lines Insurance Agency Operating income before income taxes decreased to $83,000 for the three months ended March 31, 1997 from $157,000 for the same period in 1996. Intense competition in the property and casualty insurance marketplace has resulted in a growing number of insurance carriers pursuing opportunities in the excess and surplus lines market. As a result, the amount of business placed by the excess and surplus lines agency has declined. Parent Company Operating income before income taxes was steady at $30,000 for both the three months ended March 31, 1996 and 1997. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) 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 losses on fixed maturity securities available-for-sale totaled $311,000 at March 31, 1997. This compares to net unrealized holding gains of $2,141,000 at December 31, 1996. Since the Company does not actively trade in the bond market, such fluctuations in the fair value of these investments are not expected to have a material impact on the operations of the Company, as forced liquidations of investments are not anticipated. The Company closely monitors the bond market and makes appropriate adjustments in investment policy as changing conditions warrant. Net unrealized holding gains on equity securities totaled $2,545,000 at March 31, 1997 and $1,851,000 at December 31, 1996. The overall liquidity position of the Company is not affected by the equity investments. 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. As of March 31, 1997, the Company had no material commitments for capital expenditures. NEW ACCOUNTING PRONOUNCEMENT The Company will adopt Statement of Financial Accounting Standards 128, "Earnings Per Share", in the fourth quarter of 1997. The adoption of this statement is not expected to have any impact on the financial statements 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, 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 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) None. (b) No Form 8-K was filed by the registrant during the quarter ended March 31, 1997. 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: May 15, 1997