Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
(Mark One)
[x] Quarterly Report Pursuant to Section 13 of the
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 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 No. 0-15341
Donegal Group Inc.
------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2424711
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1195 River Road, P.O. Box 302, Marietta, PA 17547-0302
------------------------------------------------------
(Address of principal executive offices, including zip code)
(717) 426-1931
--------------
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x . No. .
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years:
Indicate by check mark whether the registrant has filed all documents and
reports required by Sections 12, 13, or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes . No .
Applicable Only to Corporate Issuers:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 4,276,944 shares of Common
Stock, $1.00 par value, outstanding on April 30, 1996.
<PAGE>
Part I. Financial Information
Item 1. Financial Statements.
Donegal Group Inc. And Subsidiaries
Consolidated Balance Sheet
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
-------------- -----------------
(Unaudited)
<S> <C> <C>
Assets
Investments
Fixed maturities
Held to maturity, at amortized cost $ 97,938,223 $ 91,979,122
Available for sale, at market value 53,023,771 51,646,730
Equity securities, available for sale at market 4,093,737 3,263,878
Short-term investments, at cost, which
approximate market 6,476,698 14,498,579
------------ -----------
Total Investments 161,532,429 161,388,309
Cash 1,598,082 1,747,572
Accrued investment income 2,258,730 2,414,095
Premiums receivable 12,081,429 11,790,396
Reinsurance receivable 28,595,941 27,693,106
Federal income tax receivable 199,632 551,990
Deferred policy acquisition costs 7,247,548 6,902,218
Deferred federal income taxes 3,726,696 3,411,544
Prepaid reinsurance premiums 13,409,939 13,055,893
Property and equipment, net 2,231,126 2,282,570
Accounts receivable - securities 20,062 2,702,895
Due from affiliate 2,747,478 546,746
Other 2,258,840 1,217,032
------------ -----------
Total Assets $237,907,932 $235,704,366
=========== ===========
Liabilities and Stockholders' Equity
Liabilities
Losses and loss expenses $100,079,040 $ 97,733,851
Unearned premiums 56,939,072 54,377,239
Accrued expenses 1,520,848 2,373,142
Reinsurance balances payable 661,364 634,731
Cash dividend declared to stockholders --- 427,694
Line of credit 5,000,000 5,000,000
Accounts payable - securities 77,297 2,491,148
Other 265,988 181,426
Due to affiliate - Delaware American acquisition --- 202,243
----------- -----------
Total Liabilities 164,543,609 163,421,474
----------- -----------
Stockholders' Equity
Preferred stock, $1.00 par value, authorized
1,000,000 shares; none issued
Common stock, $1.00 par value, authorized 10,000,000 shares,
issued 4,341,992 and 4,326,362 shares and outstanding
4,276,944 and 4,261,314 shares 4,341,992 4,326,362
Additional paid-in capital 35,202,492 35,017,965
Net unrealized gains on investments 289,555 819,213
Retained earnings 34,350,064 32,939,132
Treasury stock (819,780) (819,780)
------------ -----------
Total Stockholders' Equity 73,364,323 72,282,892
------------ -----------
Total Liabilities and
Stockholders' Equity $237,907,932 $235,704,366
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
-1-
<PAGE>
Donegal Group Inc. and Subsidiaries
Consolidated Statement of Income
(Unaudited)
For the three months ended March 31, 1996 and 1995
<TABLE>
<CAPTION>
Three Months Ended March 31,
1996 1995
---- ----
<S> <C> <C>
Revenues:
Premiums earned $32,643,804 $27,167,532
Premiums ceded 7,948,495 6,834,384
----------- -----------
Net premiums earned 24,695,309 20,333,148
Investment income, net of investment
expenses 2,591,734 2,213,537
Realized gain 262,074 23,960
Lease income 131,997 118,721
Service charge income 217,668 318,900
----------- -----------
Total Revenues 27,898,782 23,008,266
---------- ----------
Expenses:
Losses and loss expenses 22,799,231 15,939,151
Reinsurance recoveries 5,005,994 3,483,736
----------- -----------
Net losses and loss expenses 17,793,237 12,455,415
Amortization of deferred policy
acquisition costs 4,112,000 3,214,217
Other underwriting expenses 3,426,291 3,460,247
Policy dividends 345,235 309,191
Interest 106,005 ---
Other expenses 387,579 303,535
----------- -----------
Total Expenses 26,170,347 19,742,605
----------- -----------
Income before income taxes 1,728,435 3,265,661
Income taxes 317,503 835,536
----------- -----------
Net income $ 1,410,932 $ 2,430,125
========== ==========
Earnings per common share $.32 $.58
=== ===
</TABLE>
See accompanying notes to consolidated financial statements.
-2-
<PAGE>
DONEGAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1996
<TABLE>
<CAPTION>
Net Unreal- Total
Common Stock Additional ized Gains Stock-
------------ Paid-In (Losses)on Retained Treasury holders'
Shares Amount Capital Investments Earnings Stock Equity
------ ------ ------- ----------- -------- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
January 1, 1996 4,326,362 $4,326,362 $35,017,965 $ 819,213 $32,939,132 $(819,780) $72,282,892
Net Income 1,410,932 1,410,932
Unrealized loss
on investments (529,658) (529,658)
Issuance of
Common Stock 15,630 15,630 184,527 200,157
--------- ---------- ----------- ---------- ----------- --------- -----------
Balance,
March 31, 1996 4,341,992 $4,341,992 $35,202,492 $ 289,555 $34,350,064 $(819,780) $73,364,323
========= ========== =========== =========== =========== ========= ===========
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
DONEGAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the three months ended March 31, 1996 and 1995
<TABLE>
<CAPTION>
Three months ended March 31,
1996 1995
---- ----
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 1,410,932 $ 2,430,125
----------- ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 95,998 77,974
Realized investment gain (262,074) (23,960)
Changes in Assets and Liabilities:
Losses and loss expenses 2,345,189 2,646,396
Unearned premiums 2,561,833 385,399
Premiums receivable (291,033) (143,336)
Deferred acquisition costs (345,330) (24,085)
Deferred income taxes (45,426) (154,749)
Reinsurance receivable (902,835) (1,571,031)
Prepaid reinsurance premiums (354,046) (452,970)
Accrued investment income 155,365 161,797
Due from affiliate (2,200,732) 506,932
Accounts payable reinsurance 26,633 (95,608)
Current income taxes payable 352,358 815,726
Other, net (1,812,278) (724,189)
----------- -----------
Net adjustments (676,378) 1,404,296
----------- -----------
Net cash provided by operating activities 734,554 3,834,421
----------- -----------
Cash flows from investing activities:
Purchase of fixed maturities
Held to maturity (12,288,799) (4,332,754)
Available for sale (7,078,150) (4,651,582)
Purchase of equity securities, available for sale (7,627,909) (394,600)
Maturity of fixed maturities
Held to maturity 3,898,961 81,218
Available for sale 4,006,806 ---
Sale of fixed maturities - available for sale 3,427,022 2,578,308
Sale of equity securities, available for sale 7,225,064 842,399
Acquisition of Delaware American (202,243) 219,187
Purchase of property and equipment (39,140) (109,545)
Net sales of short-term investments 8,021,881 1,518,847
----------- -----------
Net cash used in investing activities (656,507) (4,248,522)
------------ ----------
Cash flows from financing activities:
Cash dividends paid (427,694) (369,335)
Issuance of common stock 200,157 182,448
------------ ------------
Net cash provided by (used in)
financing activities (227,537) (186,887)
----------- ------------
Net decrease in cash (149,490) (600,988)
Cash at beginning of year 1,747,572 1,263,764
----------- ------------
Cash at end of quarter $ 1,598,082 $ 662,776
=========== ============
Cash paid during period - Interest $ 375 $ 0
- Income taxes $ 0 $ 175,000
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Overview
Donegal Group Inc. ("DGI" or the "Company") is a regional insurance holding
company doing business in Pennsylvania, Maryland, Delaware, Virginia and Ohio
through its three wholly owned property-casualty insurance subsidiaries,
Atlantic States Insurance Company ("Atlantic"), Southern Insurance Company of
Virginia ("Southern") and Delaware American Insurance Company ("Delaware"). The
Company's major lines of business in 1995 and their percentage of total net
earned premiums were Automobile Liability (28.2%), Workers' Compensation
(19.1%), Automobile Physical Damage (15.5%), Homeowners (16.4%), and Commercial
Multiple Peril (14.8%). The subsidiaries are subject to regulation by Insurance
Departments in those states in which they operate and undergo periodic
examination by those departments. The subsidiaries are also subject to
competition from other insurance carriers in their operating areas. DGI was
formed in September 1986 by Donegal Mutual Insurance Company (the "Mutual
Company"), which owns 59% of the outstanding common shares of the Company as of
March 31, 1996.
Atlantic States participates in an intercompany pooling arrangement with
the Mutual Company and assumes 60% of the pooled business, 50% prior to January
1, 1993. Southern cedes 50% of its business to the Mutual Company and Delaware
American cedes 70% of its Workers' Compensation business to the Mutual Company.
Because the Mutual Company places substantially all of the business assumed from
Southern and Delaware American into the pool, from which the Company has a 60%
allocation, the Company's results of operations include approximately 80% of the
business written by Southern and approximately 70% of the Workers' Compensation
business written by Delaware American.
On December 29, 1995, the Company acquired all of the outstanding stock of
Delaware American Insurance Company. This transaction was accounted for as if it
were a "Pooling of interest," and as such, the Company's financial statements
have been restated to include Delaware as a consolidated subsidiary from January
1, 1994 to the present.
In January 1994, the Company organized a new subsidiary, Atlantic Insurance
Services, Inc. ("AIS"), which began business in that same month. AIS is an
insurance services organization currently providing inspection and policy
auditing information on a fee for service basis to its affiliates and the
insurance industry.
-5-
<PAGE>
DONEGAL GROUP INC. AND SUBSIDIARIES
(Unaudited)
Summary Notes to Consolidated Financial Statements
1 - Organization
The Company was organized as a regional insurance holding company by
Donegal Mutual Insurance Company (the "Mutual Company") on August 26, 1986 and
operates in Pennsylvania, Maryland, Delaware, Virginia and Ohio through its
wholly owned stock insurance companies, Atlantic States Insurance Company
("Atlantic States"), Southern Insurance Company of Virginia ("Southern"),
Delaware American Insurance Company ("Delaware") and Atlantic Insurance
Services, Inc. ("AIS"). The Company's major lines of business are Automobile
Liability, Automobile Physical Damage, Homeowners, Commercial Multiple Peril and
Workers' Compensation. Atlantic, Southern and Delaware are subject to regulation
by Insurance Departments in those states in which they operate and undergo
periodic examination by those departments. They are also subject to competition
from other insurance carriers in their operating areas. Atlantic States engages
in the insurance business primarily through an intercompany pooling arrangement
with the Mutual Company. Southern was acquired by the Company on December 31,
1988 pursuant to a plan of conversion from a mutual to a stock company and cedes
50% of its business to the Mutual Company, 80% prior to 1991. On December 29,
1995, the Company acquired all of the outstanding stock of Delaware American
Insurance Company. This transaction was accounted for as if it were a "Pooling
of interest," and as such, the Company's financial statements have been restated
to include Delaware as a consolidated subsidiary from January 1, 1994 to the
present. At March 31, 1996 the Mutual Company held 59% of the outstanding common
stock of the Company.
2 - Basis of Presentation
The financial information for the interim period included herein is
unaudited; however, such information reflects all adjustments, consisting only
of normal recurring adjustments, which, in the opinion of management of
Registrant, are necessary to a fair presentation of Registrant's financial
position, results of operations and changes in financial position for the
interim period included herein. The results of operations for the three months
ended March 31, 1996, are not necessarily indicative of results of operations to
be expected for the twelve months ended December 31, 1996.
These financial statements should be read in conjunction with the financial
statements and notes thereto contained in the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995.
-6-
<PAGE>
Results of Operations - Three Months Ended March 31, 1996
to Three Months Ended March 31, 1995
Revenues for the three months ended March 31, 1996 were $27,898,782, an
increase of $4,890,516, or 21.3%, over the same period of 1995. An increase in
net premiums earned of $4,362,161, or 21.5%, represented most of this change. An
increase in Atlantic States' share of the pool with Donegal Mutual, from 60% to
65% effective January 1, 1996, accounted for $1,657,370, or 8.2% of this
increase. The Company's share of direct premiums written increased 12.0% over
1995 before giving effect to the change in the pooling agreement. The pooling
changed added another 8.1% for a total increase in direct written premiums of
20.1%. Investment income for the first three months of 1996 was $2,591,734, an
increase of $378,197, or 17%, over the first three months of 1995. An increase
in the average invested assets of $15,094,647, or 10.3%, to $161,460,369, and an
increase in the average return on investments to an annualized rate of 6.4% for
the first quarter of 1996 compared to 6.0% for the first quarter of 1995,
accounted for the change. Realized investment gains, which resulted from the
normal turnover of the Company's investment portfolio, increased $238,114 for
the first three months of this year to $262,074.
The GAAP combined ratio of insurance operations in the first quarter of
1996 was 104.0% compared to 95.6% for the same period in 1995. The GAAP combined
ratio is the sum of the ratios of incurred losses and loss adjusting expenses to
premiums earned (loss ratio), policyholders dividends to premiums earned
(dividend ratio), and underwriting expenses to premiums earned (expense ratio).
An increase in the loss ratio from 61.3% in the first quarter of 1995 to 72.1%
in the first quarter of 1996, accounted for most of the change. This rise in the
loss ratio resulted from increased claim activity due to record levels of
snowfall in the primary operating areas of the company. This increase in claims
activity affected both the personal lines and commercial property business. The
expense ratio decreased from 32.8% to 30.5% for the three months ended March 31,
1996, due primarily to reductions in incentive expenses for employees and agents
related to the higher claims activity for the first quarter. The dividend ratio
decreased slightly from 1.5% for the first quarter of 1995 to 1.4% for the first
quarter of 1996, due primarily to more stringent qualification requirements
within the programs offset by higher levels of profitability in the workers'
compensation line.
Federal income taxes for the first quarter of 1996 represented 18.4% of
income before income taxes, compared to 25.6% for the same period of 1995. This
was due primarily to the increased loss activity in the first quarter of 1996,
resulting in tax free income from municipal bonds representing a much greater
percentage of income before income taxes. In the first quarter of 1996, tax
exempt interest was 47% of pre-tax income compared to approximately 25% in the
first quarter of 1995.
-7-
<PAGE>
Liquidity and Capital Resources
The Company generates sufficient funds from its operations and maintains a
high degree of liquidity in its investment portfolio. The primary source of
funds to meet the demands of claim settlements and operating expenses are
premium collections, investment earnings and maturing investments. As of March
31, 1996, the Company had no material commitment for capital expenditures.
In investing funds made available from operations, the Company maintains
securities maturities consistent with its projected cash needs for the payment
of claims and expenses. The Company maintains a portion of its investment
portfolio in relatively short-term and highly liquid assets to ensure the
availability of funds.
As of March 31, 1996, pursuant to a credit agreement dated December 29,
1995, with Fleet National Bank of Connecticut, the Company had unsecured
borrowings of $5 million. Such borrowings were made in connection with the
acquisition of Delaware American Insurance Company. Per the terms of the credit
agreement, the Company may borrow up to $20 million at interest rates equal to
the bank's then current prime rate or the then current London interbank
Eurodollar bank rate plus 1.70%. At March 31, 1996, the interest rate on the
outstanding balance was 7.2%. In addition, the Company will pay a non-use fee at
a rate of 3/10 of 1% per annum on the average daily unused portion of the Bank's
commitment. On each December 29, commencing December 29, 1998, the credit line
will be reduced by $4 million. Any outstanding loan in excess of the remaining
credit line, after such reduction, will then be payable.
The Company's principal source of cash with which to pay stockholder
dividends is dividends from Atlantic States, Southern and Delaware, which are
required by law to maintain certain minimum surplus on a statutory basis and are
subject to regulations under which payment of dividends from statutory surplus
is restricted and may require prior approval of their domiciliary insurance
regulatory authorities. Atlantic States, Southern and Delaware are subject to
Risk Based Capital (RBC) requirements effective for 1994. At December 31, 1995,
all three Companies' capital was substantially above the RBC requirements. At
December 31, 1995, amounts available for distribution as dividends to Donegal
Group without prior approval of the insurance regulatory authorities are
$5,224,905 from Atlantic Staes, $638,042 from Southern and $569,563 from
Delaware.
-8-
<PAGE>
Credit Risk
The company provides property and liability coverages through its
subsidiaries' independent agency systems located throughout its operating area.
The majority of this business is billed directly to the insured although a
portion of Donegal Group's commercial business is billed through its agents who
are extended credit in the normal course of business.
The Company's subsidiaries have reinsurance agreements in place with the
Mutual Company and with a number of other major authorized reinsurers.
Impact of Inflation
Property and casualty insurance premiums are established before the amount
of losses and loss settlement expenses, or the extent to which inflation may
impact such expenses, are known. Consequently, the Company attempts, in
establishing rates, to anticipate the potential impact of inflation.
Impact of New Accounting Standards
Stock-Based Compensation
The Company has adopted Statement of Financial Accounting Standards No. 123
(SFAS No. 123), effective January 1, 1996. Upon adoption of SFAS No. 123, the
Company continues to measure compensation expense for its stock-based employee
compensation plans using the intrinsic value method prescribed by APB Opinion
No. 25, "Accounting for Stock Issued to Employees" and will provide pro forma
disclosures of net income and earnings per share as if the fair value-based
method prescribed by SFAS No. 123 had been applied in measuring compensation
expense.
Impairment of Long-Lived Assets
The Company has adopted Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets
to be Disposed Of" (SFAS No. 121) effective January 1, 1996, SFAS No. 121
provides guidance for recognition and measurement of impairment long-lived
assets, certain identifiable intangibles and goodwill related both to assets to
be held and used and assets to be disposed of.
SFAS No. 121 requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. In performing the review for recoverability, an entity
should estimate the future cash flows expected to result from the use of the
asset and its eventual disposition. If the sum of the expected future cash flows
(undiscounted and without interest charges) is less than the carrying amount of
the asset, an impairment loss is not recognized. Measurement of an impairment
loss for long-lived assets and identifiable intangibles that an entity expects
to hold and use should be based on the fair value of the asset.
SFAS No. 121 requires that long-lived assets and certain identifiable
intangibles to be disposed of be reported at the lower of carrying amount or
fair value less cost to sell.
Management believes the adoption of SFAS No. 121 has no material effect on
its financial condition or results of operation.
-9-
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) EX-27 Financial Data Schedule
(b) Reports on Form 8-K
During the quarter ended March 31, 1996, Registrant did not
file any reports on Form 8-K.
-10-
<PAGE>
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.
Donegal Group Inc.
Date: May 7, 1996 By: DONALD H. NIKOLAUS
------------------------
Donald H. Nikolaus,
President and
Chief Executive Officer
Date: May 7, 1996 By: RALPH G. SPONTAK
-------------------------
Ralph G. Spontak,
Corporate Secretary,
Senior Vice President and
Chief Financial Officer
-11-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<DEBT-HELD-FOR-SALE> 53,023,771
<DEBT-CARRYING-VALUE> 97,938,223
<DEBT-MARKET-VALUE> 99,301,356
<EQUITIES> 4,093,737
<MORTGAGE> 0
<REAL-ESTATE> 610,000
<TOTAL-INVEST> 161,532,429
<CASH> 1,598,082
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 7,247,548
<TOTAL-ASSETS> 237,907,932
<POLICY-LOSSES> 100,079,040
<UNEARNED-PREMIUMS> 56,939,072
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 5,000,000
0
0
<COMMON> 4,341,992
<OTHER-SE> 69,022,331
<TOTAL-LIABILITY-AND-EQUITY> 237,907,932
24,695,309
<INVESTMENT-INCOME> 2,591,734
<INVESTMENT-GAINS> 262,074
<OTHER-INCOME> 349,665
<BENEFITS> 17,793,237
<UNDERWRITING-AMORTIZATION> 4,112,000
<UNDERWRITING-OTHER> 3,426,291
<INCOME-PRETAX> 1,728,435
<INCOME-TAX> 317,503
<INCOME-CONTINUING> 1,410,932
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,410,932
<EPS-PRIMARY> .32
<EPS-DILUTED> .32
<RESERVE-OPEN> 70,041
<PROVISION-CURRENT> 19,563
<PROVISION-PRIOR> (1,770)
<PAYMENTS-CURRENT> 8,834
<PAYMENTS-PRIOR> 7,517
<RESERVE-CLOSE> 71,483
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
