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, 1998 ---------------------------------------- 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) 280-2902 ---------------------------------------------------- (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, 1998 ----- ----------------------------- Common stock, $1.00 par value 11,420,259 Total pages 16 ------ PART I. FINANCIAL INFORMATION - ------- --------------------- Item 1. Financial Statements - ------- --------------------- EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Balance Sheets March 31, December 31, 1998 1997 --------- ------------ ASSETS Investments: Fixed maturities: Securities held-to-maturity, at amortized cost (market value $192,174,421 and $193,835,013) $184,455,468 $185,829,063 Securities available-for-sale, at market value (amortized cost $169,824,924 and $172,717,206) .............................. 176,507,120 179,652,738 Equity securities available-for-sale, at market value (cost $25,867,407 and $26,261,157) ..... 33,705,585 30,972,732 Short-term investments, at cost ................ 28,248,086 14,926,994 ------------ ------------ Total investments ..................... 422,916,259 411,381,527 Cash ............................................. 1,820,850 1,200,300 Indebtedness of related party .................... - 822,403 Accrued investment income ........................ 5,778,665 5,752,295 Accounts receivable .............................. 1,326,362 1,457,312 Deferred policy acquisition costs ................ 11,740,355 10,560,657 Deferred income taxes ............................ 9,125,116 9,751,721 Intangible assets, including goodwill, at cost less accumulated amortization of $2,111,810 and $2,078,182 ................................. 1,446,010 1,479,638 Reinsurance receivables .......................... 14,359,605 13,601,691 Prepaid reinsurance premiums ..................... 1,194,486 1,195,065 Other assets ..................................... 2,232,573 1,907,187 ------------ ------------ Total assets .......................... $471,940,281 $459,109,796 ============ ============ See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Balance Sheets March 31, December 31, 1998 1997 ------------ ------------ LIABILITIES Losses and settlement expenses ................... $223,061,605 $217,777,942 Unearned premiums ................................ 56,107,897 54,857,463 Other policyholders' funds ....................... 3,146,143 2,781,544 Indebtedness to related party .................... 2,302,544 - Income taxes payable ............................. 2,615,000 3,548,000 Postretirement benefits .......................... 5,665,640 5,428,913 Deferred income .................................. 399,766 446,678 Other liabilities ................................ 10,954,069 11,922,800 ------------ ------------ Total liabilities ......................... 304,252,664 296,763,340 STOCKHOLDERS' EQUITY Common stock, $1 par value, authorized 20,000,000 shares; issued and outstanding, 11,400,687 shares in 1998 and 11,351,119 shares in 1997 ... 11,400,687 11,351,119 Additional paid-in capital ....................... 66,536,404 65,916,681 Accumulated other comprehensive income ........... 9,583,447 7,687,092 Retained earnings ................................ 80,167,079 77,391,564 ------------ ------------ Total stockholders' equity ................ 167,687,617 162,346,456 Total liabilities and stockholders' equity $471,940,281 $459,109,796 ============ ============ See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Statements of Income and Comprehensive Income Three months ended March 31, ------------------------ 1998 1997 ----------- ----------- REVENUES: Premiums earned .................................. $45,688,223 $42,458,343 Investment income, net ........................... 6,277,273 5,744,736 Realized investment gains ........................ 89,165 57,305 Other income ..................................... 46,912 59,685 ----------- ----------- 52,101,573 48,320,069 LOSSES AND EXPENSES: Losses and settlement expenses ................... 30,390,250 31,649,886 Dividends to policyholders ....................... 1,002,339 749,061 Amortization of deferred policy acquisition costs 9,127,619 8,172,702 Other underwriting expenses ...................... 5,568,038 5,677,868 ----------- ----------- 46,088,246 46,249,517 ----------- ----------- Income before income taxes ................. 6,013,327 2,070,552 ----------- ----------- INCOME TAXES: Current .......................................... 1,885,000 663,497 Deferred ......................................... (350,307) (340,844) ----------- ----------- 1,534,693 322,653 ----------- ----------- Net income ................................. 4,478,634 1,747,899 ----------- ----------- OTHER COMPREHENSIVE INCOME, NET OF TAX: Unrealized holding gains arising during the period (deferred tax (benefit) of $1,005,725 and($886,112)) ................................. 1,952,289 (1,720,100) Reclassification adjustment for gains included in net income (income tax of $28,815 and $19,484) ........................ (55,934) (37,821) ----------- ----------- 1,896,355 (1,757,921) ----------- ----------- Total comprehensive income ................. $ 6,374,988 $ (10,022) =========== =========== Net income per common share - basic and diluted .... $.39 $.16 =========== =========== Dividends per common share ......................... $.15 $.15 =========== =========== Average number of common shares outstanding - basic and diluted .............................. 11,356,381 11,094,730 =========== =========== See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Three months ended March 31, -------------------------- 1998 1997 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income .................................... $ 4,478,634 $ 1,747,899 Adjustments to reconcile net income to net cash provided by operating activities: Losses and settlement expenses ............ 1,975,325 5,471,177 Unearned premiums ......................... (1,010,795) (830,589) Other policyholders' funds ................ 364,599 (12,109) Deferred policy acquisition costs ......... (1,179,698) (690,834) Indebtedness of related party ............. 3,124,947 (4,959,391) Accrued investment income ................. (26,370) 922,494 Income taxes payable ...................... (933,000) (1,554,000) Deferred income taxes ..................... (350,306) (382,812) Realized investment gains ................. (89,165) (57,305) Postretirement benefits ................... 236,727 128,838 Reinsurance receivables ................... (757,914) (1,460,881) Prepaid reinsurance premiums .............. 579 67,740 Amortization of deferred income ........... (46,912) (59,685) Other, net ................................ (1,176,852) (1,057,515) ------------ ----------- 131,165 (4,474,872) Cash provided by the change in the property and casualty insurance subsidiaries' pooling agreement (note 2) 5,569,567 5,674,458 Cash provided by the change in the reinsurance subsidiary's quota share agreement (note 2) ...................... - 3,066,705 ------------ ------------ Total adjustment ...................... 5,700,732 4,266,291 ------------ ------------ Net cash provided by operating activities .............. $ 10,179,366 $ 6,014,190 ------------ ------------ EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows, Continued Three months ended March 31, -------------------------- 1998 1997 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of fixed maturity securities held-to-maturity ............................ $ (2,500,000) $ (2,499,700) Disposals of fixed maturity securities held-to-maturity ............................ 3,893,187 1,803,525 Purchases of fixed maturity securities available-for-sale .......................... (6,025,815) (15,672,330) Disposals of fixed maturity securities available-for-sale .......................... 8,951,500 9,384,110 Net sales (purchases) of equity securities available-for-sale .......................... 477,233 (792,787) Net (purchases) sales of short-term investments (13,321,093) 1,894,294 ------------ ------------ Net cash used in investing activities ..... (8,524,988) (5,882,888) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock ...................... 57,675 150,187 Dividends paid to stockholders ................ (1,091,503) (1,072,302) ------------ ------------ Net cash used in financing activities ..... (1,033,828) (922,115) ------------ ------------ NET INCREASE (DECREASE) IN CASH ................. 620,550 (790,813) Cash at beginning of year ....................... 1,200,300 3,500,629 ------------ ------------ Cash at end of quarter .......................... $ 1,820,850 $ 2,709,816 ============ ============ Income taxes paid ............................... $ 2,818,000 $ 2,099,785 See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Notes to Interim Consolidated Financial Statements March 31, 1998 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. In reading these financial statements, reference should be made to the Company's 1997 Form 10-K or the 1997 Annual Report to Shareholders for more detailed footnote information. Note 2 - ------ Effective January 1, 1998, Farm and City Insurance Company (Farm and City), a subsidiary of the Company that writes nonstandard risk automobile insurance business, became a participant in the EMC Insurance Companies pooling agreement. Farm and City assumes a 1.5 percent participation in the pool, which increased the Company's aggregate participation in the pool from 22 percent to 23.5 percent. In connection with this change in the pooling agreement, the Company's liabilities increased $6,224,586 and invested assets increased $5,569,567. The Company reimbursed Employers Mutual Casualty Company (Employers Mutual) $726,509 for commissions incurred to generate this business and Employers Mutual paid the Company $71,490 in interest income as the actual cash transfer did not occur until the end of March. Effective January 1, 1997, a new affiliate of 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 3 - ------ The Company adopted Statement of Financial Accounting Standards (SFAS) 130, "Reporting Comprehensive Income" in the first quarter of 1998. SFAS 130 requires certain disclosures of comprehensive income. Adoption of this statement had no impact on the net income of the Company. The Company will adopt the presentation requirements of SFAS 131, "Disclosures about Segments of an Enterprise and Related Information", in the fourth quarter of 1998. Management is currently in the process of evaluating the segment reporting disclosure requirements. Adoption of this statement will have no effect on the income of the Company. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Notes to Interim Consolidated Financial Statements March 31, 1998 The Company will adopt the disclosure requirements of SFAS 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits", in the fourth quarter of 1998. The applicable disclosures will be included in the footnotes to the financial statements for the year ended December 31, 1998. Adoption of this statement will have no effect on the income of the Company. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW EMC Insurance Group Inc., 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 and an excess and surplus lines insurance agency. Property and casualty insurance is the most significant segment, representing 80.8 percent of consolidated premium income. For purposes of this discussion, the term "Company" is used interchangeably to describe EMC Insurance Group Inc. (Parent company only) and EMC Insurance Group Inc. and its subsidiaries. The Company's property and casualty insurance subsidiaries and two subsidiaries and an affiliate 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, with the exception of any voluntary reinsurance business assumed from nonaffiliated insurance companies, 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 nonaffiliated insurance companies, are prorated among the parties on the basis of participation in the pool. 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 companies in the pool. Effective January 1, 1998, Farm and City Insurance Company (Farm and City), a subsidiary of the Company that writes nonstandard risk automobile insurance business, became a participant in the pooling agreement. Farm and City assumes a 1.5 percent participation in the pool, which increased the Company's aggregate participation in the pool from 22 percent to 23.5 percent. As a result of this change in structure, the Company now has four subsidiaries that comprise the property and casualty insurance segment and no longer has a separate segment for the nonstandard risk automobile insurance business. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued The Company's reinsurance subsidiary assumes a 100 percent quota share portion of Employers Mutual's assumed reinsurance business, exclusive of certain reinsurance contracts. This includes all premiums and related losses and settlement expenses of this business, subject to a maximum loss of $1,500,000 per event. The reinsurance subsidiary does not reinsure any of Employers Mutual's direct insurance business, nor any "involuntary" facility or pool business that Employers Mutual assumes pursuant to state law. In addition, the reinsurance subsidiary is not liable for credit risk in connection with the insolvency of any reinsurers of Employers Mutual. The excess and surplus lines insurance agency provides insurance agents access to the excess and surplus lines markets and also functions as managing underwriter for such lines for Employers Mutual and several of the pool members. The results of operations for the interim periods reported are not necessarily indicative of results to be expected for the year. The information reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. CONSOLIDATED RESULTS OF OPERATIONS Operating results for the three months ended March 31, 1998 and 1997 are as follows: ($ in thousands) 1998 1997 -------- -------- Premiums earned .......................... $ 45,688 $ 42,458 Losses and settlement expenses ........... 30,390 31,649 Acquisition and other expenses ........... 15,698 14,600 -------- -------- Underwriting loss ........................ (400) (3,791) Net investment income .................... 6,277 5,745 Realized investment gains ................ 89 57 Other income ............................. 47 60 -------- -------- Operating income before income taxes ..... $ 6,013 $ 2,071 ======== ======== Incurred losses and settlement expenses: Insured events of the current year ..... $ 34,768 $ 32,789 Decrease in provision for insured events of prior years ................ (4,378) (1,140) -------- -------- Total losses and settlement expenses $ 30,390 $ 31,649 ======== ======== Catastrophe and storm losses ............. $ 519 $ 963 ======== ======== Operating income before income taxes increased substantially for the three months ended March 31, 1998 from the same period in 1997. This increase is primarily attributable to improved operating results in the property and casualty insurance subsidiaries and the reinsurance subsidiary. Operating results of the excess and surplus lines insurance agency also improved, but to a lesser degree. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued Premium income increased 7.6 percent for the three months ended March 31, 1998 from the same period in 1997. This increase reflects production growth in both the property and casualty insurance subsidiaries and the reinsurance subsidiary. Losses and settlement expenses decreased 4.0 percent for the three months ended March 31, 1998 from the same period in 1997. This improvement reflects a substantial increase in the amount of favorable development experienced in the actual settlement of claims and changes in reserves associated with prior year losses. Additionally, mild winter weather conditions in the Midwest and a low level of catastrophe and storm losses contributed to the decline. Acquisition and other expenses increased 7.5 percent for the three months ended March 31, 1998 from the same period in 1997. This increase is the result of higher production levels in the first quarter of 1998. Net investment income increased 9.3 percent for the three months ended March 31, 1998 from the same period in 1997. This increase reflects a rise in the average invested asset balance coupled with lower investment expenses. SEGMENT RESULTS Property and Casualty Insurance Operating results for the three months ended March 31, 1998 and 1997 are as follows: ($ in thousands) 1998 1997 -------- -------- Premiums earned .......................... $ 36,910 $ 31,974 Losses and settlement expenses ........... 24,904 23,122 Acquisition and other expenses ........... 12,704 11,230 -------- -------- Underwriting loss ........................ (698) (2,378) Net investment income .................... 4,409 3,763 Realized investment gains ................ 85 45 -------- -------- Operating income before income taxes ..... $ 3,796 $ 1,430 ======== ======== Incurred losses and settlement expenses: Insured events of the current year ..... $ 29,069 $ 24,577 Decrease in provision for insured events of prior years ................ (4,165) (1,455) -------- -------- Total losses and settlement expenses $ 24,904 $ 23,122 ======== ======== Catastrophe and storm losses ............. $ 356 $ 460 ======== ======== As previously noted, the property and casualty insurance subsidiaries' aggregate participation in the pooling agreement was increased from 22 percent to 23.5 percent on January 1, 1998 with the addition of Farm and City. Beginning in 1998, underwriting results of the nonstandard risk automobile insurance business written by Farm and City are included in the pool, with 23.5 percent of this business assumed by the property and casualty subsidiaries. Prior year amounts have not been restated for this change in structure. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued Premium income increased 15.4 percent (6.0 percent excluding the addition of Farm and City to the property and casualty insurance segment) for the three months ended March 31, 1998 from the same period in 1997. Increased production of both personal and commercial lines of business from the existing branch structure, supplemented with growth in new geographic areas, contributed to this increase. Competitive rates and an emphasis on building and maintaining strong working relationships with local agents are given credit for producing growth during this period of intense market competition. The workers' compensation line of business, however, continues to be hampered by rate reductions. Losses and settlement expenses increased 7.7 percent (1.3 percent decrease excluding the addition of Farm and City to the property and casualty insurance segment) for the three months ended March 31, 1998 from the same period in 1997. Results for the first three months of 1998 reflect a significant increase in the amount of favorable development experienced in the actual settlement of claims and changes in reserves associated with prior year losses. Mild winter weather conditions in the Midwest and a low level of catastrophe and storm losses also contributed to the favorable loss experience. Acquisition and other expenses increased 13.1 percent (3.4 percent excluding the addition of Farm and City to the property and casualty insurance segment) for the three months ended March 31, 1998 from the same period in 1997. This increase reflects the growth in production achieved during the first quarter of 1998. Net investment income increased 17.2 percent (9.2 percent excluding the addition of Farm and City to the property and casualty insurance segment) for the three months ended March 31, 1998 from the same period in 1997. A higher average invested balance in fixed maturity securities, coupled with a decrease in investment expenses, contributed to this increase. Reinsurance Operating results for the three months ended March 31, 1998 and 1997 are as follows: ($ in thousands) 1998 1997 -------- -------- Premiums earned ............................ $ 8,778 $ 8,141 Losses and settlement expenses ............. 5,486 5,833 Acquisition and other expenses ............. 3,012 2,681 -------- -------- Underwriting gain (loss) ................... 280 (373) Net investment income ...................... 1,703 1,581 Realized investment gains .................. 5 8 Other income ............................... 47 60 -------- -------- Operating income before income taxes ....... $ 2,035 $ 1,276 ======== ======== Incurred losses and settlement expenses: Insured events of the current year ....... $ 5,699 $ 5,560 (Decrease) increase in provision for insured events of prior years .......... (213) 273 -------- -------- Total losses and settlement expenses $ 5,486 $ 5,833 ======== ======== Catastrophe losses ......................... $ 163 $ 503 ======== ======== EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued Premiums earned increased 7.8 percent for the three months ended March 31, 1998 from the same period in 1997. The Company increased production with the addition of several new accounts in the first quarter of 1998, while maintaining its commitment to profitability over premium volume in a very competitive reinsurance market. Losses and settlement expenses decreased 5.9 percent for the three months ended March 31, 1998 from the same period in 1997. This decrease is primarily due to an increase in the amount of benefit realized from the actual settlement of claims and changes in reserves associated with prior year losses and a decline in catastrophe and storm losses. Acquisition and other expenses incurred in 1998 exceeded the amount reported for 1997 by 12.3 percent. This increase reflects the growth in production and an increase in contingent commissions resulting from the favorable loss experience on the assumed book of business. Nonstandard Risk Automobile Insurance Operating results for the three months ended March 31, 1998 and 1997 are as follows: ($ in thousands) 1998 1997 -------- -------- Premiums earned ........................... $ - $ 2,343 Losses and settlement expenses ............ - 2,694 Other underwriting expenses ............... - 670 -------- -------- Underwriting loss ......................... - (1,021) Net investment income ..................... - 269 Realized investment gains ................. - 4 -------- -------- Operating loss before income taxes ........ $ - $ (748) ======== ======== Losses and settlement expenses: Insured events of the current year ...... $ - $ 2,652 Increase in provision for insured events of prior years ......... - 42 -------- -------- Total losses and settlement expenses $ - $ 2,694 ======== ======== As previously noted, effective January 1, 1998 the underwriting results of the nonstandard risk automobile insurance business are included in the pooling agreement and the operating results of Farm and City are included in the property and casualty insurance segment. Separate operating results for the nonstandard risk automobile insurance business will no longer be presented. The loss ratio of the nonstandard risk automobile insurance business improved substantially in 1998 from the substandard results of 1997. This improvement was attributable to better winter driving conditions in the Midwest. Excess and Surplus Lines Insurance Agency Operating income before income taxes increased to $155,000 for the three months ended March 31, 1998 from $83,000 for the same period in 1997. The increase for 1998 reflects increased commission income resulting from a long-haul trucking program introduced during 1997. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued Parent Company Operating income before income taxes declined slightly to $28,000 for the three months ended March 31, 1998 from $30,000 for the same period in 1997. 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. Unrealized holding gains on fixed maturity securities available-for-sale, net of tax, totaled $4,410,000 at March 31, 1998 compared to $4,577,000 at December 31, 1997. 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. 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. 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. During the first quarter of 1998, the Company generated positive cash flows from operations of $10,179,366 compared to $6,014,190 for the same period of 1997. The amount for the first quarter of 1998 includes $5,569,567 received from Employers Mutual in connection with the change in the pooling agreement. The amount for the first quarter of 1997 includes $8,741,163 received from Employers Mutual in connection with a change in the pooling agreement and an increase in the quota share percentage. As of March 31, 1998, the Company had no material commitments for capital expenditures. NEW ACCOUNTING PRONOUNCEMENTS The Company adopted Statement of Financial Accounting Standards (SFAS) 130, "Reporting Comprehensive Income" in the first quarter of 1998. SFAS 130 requires certain disclosures of comprehensive income. Adoption of this statement had no impact on the net income of the Company. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued The Company will adopt the presentation requirements of SFAS 131, "Disclosures about Segments of an Enterprise and Related Information", in the fourth quarter of 1998. Management is currently in the process of evaluating the segment reporting disclosure requirements. Adoption of this statement will have no effect on the income of the Company. The Company will adopt the disclosure requirements of SFAS 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits", in 1998. The applicable disclosures will be included in the footnotes to the financial statements for the year ended December 31, 1998. Adoption of this statement will have no effect on the income 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. 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, 1998. 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 Vice President and Chief Financial Officer Date: May 13, 1998