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Filed pursuant to Rules 424(b)(3) and 424(c)
Registration No. 333-06787
DONEGAL GROUP INC.
AGENCY STOCK PURCHASE PLAN
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED AUGUST 22, 1996
On March 7, 1997, Donegal Group Inc. (the "Company") filed with the
Securities and Exchange Commission a Form 10-Q Quarterly Report for the quarter
ended March 31, 1997, a copy of which, without exhibits, is attached to this
Prospectus Supplement.
This Prospectus Supplement should be read in conjunction with the
Company's Prospectus dated August 22, 1996 and the Company's 1996 Annual Report
to Stockholders.
The date of this Prospectus Supplement is May 20, 1997.
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, 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 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: 4,548,344 shares of
Common Stock, $1.00 par value, outstanding on April 30, 1997.
Part I. Financial Information
Item 1. Financial Statements.
Donegal Group Inc. And Subsidiaries
Consolidated Balance Sheet
March 31, 1997 December 31, 1996*
-------------- ------------------
(Unaudited)
Assets
Investments
Fixed maturities
Held to maturity, at amortized cost $119,857,775 $114,339,006
Available for sale, at market value 53,524,565 53,536,543
Equity securities, available
for sale at market 4,404,294 3,142,944
Short-term investments, at cost, which
approximate market 15,573,452 21,470,757
------------ ------------
Total Investments 193,360,086 192,489,250
Cash 3,040,290 3,700,163
Accrued investment income 2,568,732 2,628,563
Premiums receivable 11,199,236 11,075,415
Reinsurance receivable 39,165,780 40,894,788
Deferred policy acquisition costs 7,660,694 7,837,899
Deferred federal income taxes 4,050,068 3,613,307
Prepaid reinsurance premiums 22,910,771 22,373,319
Property and equipment, net 3,116,677 2,622,399
Accounts receivable - securities -- 98,622
Other 684,484 677,048
------------ ------------
Total Assets $287,756,818 $288,010,773
============ ============
Liabilities and Stockholders' Equity
Liabilities
Losses and loss expenses $114,175,729 $114,641,740
Unearned premiums 70,198,633 70,555,906
Accrued expenses 1,945,750 2,387,040
Reinsurance balances payable 786,154 746,935
Federal Income Tax Payable 499,954 644,529
Cash dividend declared to stockholders -- 492,619
Line of credit 8,500,000 8,500,000
Accounts payable - securities 1,000,000 2,748,838
Other 414,504 204,989
Due to affiliate - Pioneer acquisition 5,191,774 5,191,774
- Other 1,415,116 297,129
------------ ------------
Total Liabilities 204,127,614 206,411,499
------------ ------------
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 4,540,569 shares
and outstanding 4,548,344
and 4,471,782 shares 4,548,344 4,540,569
Additional paid-in capital 37,975,946 37,862,715
Net unrealized gains on investments (215,268) 422,916
Retained earnings 42,211,938 39,664,830
Treasury stock (891,756) (891,756)
------------ ------------
Total Stockholders' Equity 83,629,204 81,599,274
------------ ------------
Total Liabilities and
Stockholders' Equity $287,756,818 $288,010,773
============ ============
* Restated
See accompanying notes to consolidated financial statements.
-1-
Donegal Group Inc. and Subsidiaries
Consolidated Statement of Income
(Unaudited)
For the three months ended March 31, 1997 and 1996
Three Months Ended March 31,
1997 1996*
---- ----
Revenues:
Premiums earned $39,041,184 $33,933,400
Premiums ceded 12,636,851 8,097,905
----------- -----------
Net premiums earned 26,404,333 25,835,495
Investment income, net of investment
expenses 2,844,983 2,720,207
Realized gain 37,827 262,074
Lease income 142,452 131,997
Service charge income 393,776 228,168
----------- -----------
Total Revenues 29,823,371 29,177,941
----------- -----------
Expenses:
Losses and loss expenses 23,907,647 23,747,899
Reinsurance recoveries 6,995,104 5,036,692
----------- -----------
Net losses and loss expenses 16,912,543 18,711,207
Amortization of deferred policy
acquisition costs 4,479,000 4,112,000
Other underwriting expenses 4,112,816 3,913,215
Policy dividends 433,699 345,235
Interest 164,987 106,005
Other expenses 397,465 387,579
----------- -----------
Total Expenses 26,500,510 27,575,241
----------- -----------
Income before income taxes 3,322,861 1,602,700
Income taxes 760,428 266,306
----------- -----------
Net income $ 2,562,433 $ 1,336,394
=========== ===========
Earnings per common share $ .57 $ .30
=========== ===========
*Restated
See accompanying notes to consolidated financial statements.
-2-
DONEGAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1997
Net Unreal-
ized Gains
Common Stock (Losses)on
------------ Additional Investments Total
Paid-In Available Retained Treasury Stockholders
Shares Amount Capital for Sale Earnings Stock Equity
------ ------ ---------- ------------ -------- -------- ------
Balance,
December 31, 1996* 4,540,569 $4,540,569 $37,862,715 $ 422,916 $39,664,830 $(891,756) $81,599,274
Issuance of
Common Stock 7,775 7,775 113,231 121,006
Net Income 2,562,433 2,562,433
Change in unrealized gains
(losses) on investments
(Net of applicable federal
income taxes) (638,184) (638,184)
Dividends (15,325) (15,325)
--------- ---------- ----------- ----------- ----------- --------- -----------
Balance,
March 31, 1997 4,548,344 $4,548,344 $37,975,946 $ (215,268) $42,211,938 $(891,756) $83,629,204
========= ========== =========== =========== =========== ========= ===========
*Restated
See accompanying notes to financial statements.
-3-
DONEGAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the three months ended March 31, 1997 and 1996
Three months ended March 31,
1997 1996*
---- -----
Cash Flows from Operating Activities:
Net income $ 2,562,433 $ 1,336,394
----------- ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 78,089 100,229
Realized investment gain (37,827) (262,074)
Changes in Assets and Liabilities:
Losses and loss expenses (466,011) 2,430,172
Unearned premiums (357,273) 2,466,431
Premiums receivable (123,821) (278,054)
Deferred acquisition costs 177,205 (345,330)
Deferred income taxes (108,989) (45,426)
Reinsurance receivable 1,729,008 (902,835)
Prepaid reinsurance premiums (537,452) (349,812)
Accrued investment income 59,831 126,468
Due from affiliate 1,117,987 (2,030,598)
Accounts payable reinsurance 39,219 26,003
Current income taxes payable (144,575) 306,346
Other, net (239,211) (1,913,000)
----------- ------------
Net adjustments 1,186,180 (671,480)
----------- ------------
Net cash provided by operating activities 3,748,613 664,914
----------- ------------
Cash flows from investing activities:
Purchase of fixed maturities
Held to maturity (8,732,818) (12,388,487)
Available for sale (7,473,721) (7,476,040)
Purchase of equity securities, available for sale (1,908,722) (7,627,909)
Maturity of fixed maturities
Held to maturity 2,042,049 3,998,961
Available for sale 2,250,000 4,006,806
Sale of fixed maturities - available for sale 4,010,313 3,427,022
Sale of equity securities, available for sale 460,763 7,225,064
Acquisition of Delaware American -- (202,243)
Purchase of property and equipment (582,042) (39,140)
Net sales of short-term investments 5,897,305 8,333,388
----------- ------------
Net cash used in investing activities (4,036,873) (742,578)
----------- ------------
Cash flows from financing activities:
Cash dividends paid (492,619) (427,694)
Issuance of common stock 121,006 200,157
----------- ------------
Net cash provided by (used in)
financing activities (371,613) (227,537)
----------- ------------
Net decrease in cash (659,873) (305,201)
Cash at beginning of year 3,700,163 2,397,386
----------- ------------
Cash at end of quarter $ 3,040,290 $ 2,092,185
=========== ============
Cash paid during period - Interest $ 164,975 $ 375
- Income taxes $ 724,842 $ 0
*Restated
See accompanying notes to consolidated financial statements.
-4-
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 four wholly owned property-casualty insurance subsidiaries, Atlantic
States Insurance Company ("Atlantic"), Southern Insurance Company of Virginia
("Southern"), Pioneer Insurance Company ("Pioneer") and Delaware Atlantic
Insurance Company ("Delaware"). The Company's major lines of business in 1996
and their percentage of total net earned premiums were Automobile Liability
(27.7%), Workers' Compensation (18.0%), Automobile Physical Damage (16.0%),
Homeowners (16.6%), and Commercial Multiple Peril (16.0%). 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, 1997.
Atlantic States participates in an intercompany pooling arrangement with the
Mutual Company and assumes 65% of the pooled business, 60% prior to January 1,
1996. Southern cedes 50% of its business to the Mutual Company and Delaware
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 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.
On March 31, 1997, the Company acquired all of the outstanding stock of
Pioneer 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 Pioneer 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-
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 Atlantic Insurance Company ("Delaware"), Pioneer Insurance Company
("Pioneer") 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. 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. On March 31, 1997, the Company acquired all
of the outstanding stock of Pioneer. 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 Pioneer as a consolidated subsidiary from January
1, 1994 to the present. At March 31, 1997 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, 1997, 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, 1996.
-6-
Results of Operations - Three Months Ended March 31, 1997
to Three Months Ended March 31, 1996
Revenues for the three months ended March 31, 1997 were $29,823,371, an
increase of $645,430 or 2.2%, over the same period of 1996. An increase in net
premiums earned of $568,838 or 2.2%, represented most of this change. Investment
income for the first quarter of 1997 was $2,844,983, an increase of $124,776 or
4.6%, over the first quarter of 1996. An increase in the average invested assets
of $12,493,859 or 6.9%, to $192,924,668 and a decrease in the average return on
investments to an annualized rate of 5.9% for the first quarter of 1997 compared
to 6.0% for the first quarter of 1996, accounted for the change. Realized
investment gains, which resulted from the normal turnover of the Company's
investment portfolio, decreased $224,247 for the three months ended March 31,
1997 compared to the same period in 1996, to $37,827.
The GAAP combined ratio of insurance operations in the first quarter of
1997 was 98.2% compared to 104.8% for the same period in 1996. 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).
The Company posted a loss ratio of 56.7% for the first quarter 1997 compared to
the 72.4% loss ratio it posted for the first quarter 1996. Dramatically improved
weather conditions in 1997 compared to the severe and unusual weather that was
experienced in early 1996 accounted for the improvement. The expense ratio
increased from 31.1% to 32.5% for the three months ended March 31, 1997 due
primarily to increases in incentive expenses for employees and agents related to
the lower claims activity for the first quarter. The dividend ratio increased
slightly from 1.3% for the first quarter of 1996 to 1.6% for the first quarter
of 1997, due primarily to higher levels of profitability in the workers'
compensation line.
Federal income taxes for the first quarter of 1997 represented 22.9% of
income before income taxes, compared to 16.6% for the same period of 1996.
Larger underwriting profits in 1997 representing a larger portion of overall
income than in 1996 accounted for the increase.
-7-
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, 1997, 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, 1997, pursuant to a credit agreement dated December 29,
1995, with Fleet National Bank of Connecticut, the Company had unsecured
borrowings of $8.5 million. 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, 1997, the interest rate on the outstanding balance was 7.325%. 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, Pioneer 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, Pioneer
and Delaware are subject to Risk Based Capital (RBC) requirements effective for
1994. At December 31, 1996, all four Companies' capital was substantially above
the RBC requirements. At December 31, 1996, amounts available for distribution
as dividends to Donegal Group without prior approval of the insurance regulatory
authorities are $5,410,536 from Atlantic States, $255,480 from Southern, $48,582
from Pioneer and $1,120,952 from Delaware.
-8-
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
Stock-based compensation plans are accounted for under the provisions of
Accounting Principles Board (APB) Opinion No. 25. "Accounting for Stock Issued
to Employees," and related interpretations. As such, compensation expense would
be recorded on the date of a stock option grant only if the current market price
of the underlying stock exceeded the exercise price. Statement of Financial
Accounting Standards (SFAS) No. 123, "Accounting for Stock-based Compensation"
was effective for 1996 and permits entities to recognize as expense, over the
vesting period, the fair value of all stock-based awards on the date of the
grant. Alternatively, SFAS No. 123 allows entities to continue to apply the
provisions of APB Opinion No. 25 and provide pro forma net income and earnings
per share disclosures for employee stock option grants made in 1995 and 1997 as
if the fair-value-based method defined in SFAS No. 123 had been applied. The
Company has elected to continue to apply the provisions of APB Opinion No. 25
and provide the pro forma disclosures under SFAS No. 123.
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-
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, 1997, Registrant did not
file any reports on Form 8-K.
-10-
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 15, 1997 By:
--------------------------
Donald H. Nikolaus,
President and
Chief Executive Officer
Date: May 15, 1997 By:
--------------------------
Ralph G. Spontak,
Corporate Secretary,
Senior Vice President and
Chief Financial Officer
-11-
7 3-MOS DEC-31-1997 MAR-31-1997 53,524,565 119,857,775 119,950,602 4,404,294 0 1,046,470 193,360,086 3,040,290 0 7,660,694 287,756,818 114,175,729 70,198,633 0 0 8,500,000 0 0 4,548,344 79,080,860 287,756,818 26,404,333 2,844,983 37,827 536,228 16,912,543 4,479,000 4,112,816 3,322,861 760,428 2,562,433 0 0 0 2,562,433 .57 .57 0 0 0 0 0 0 0