DONEGAL GROUP INC – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations.

We recommend that you read the following information in conjunction with the
historical financial information and the footnotes to that financial information
we include in this Quarterly Report on Form 10-Q. We also recommend you read
Management's Discussion and Analysis of Financial Condition and Results of
Operations in our Annual Report on Form 10-K for the year ended December 31,
2021.

Critical Accounting Policies and Estimates

We combine our financial statements with those of our insurance subsidiaries and
present our financial statements on a consolidated basis in accordance with
GAAP.

Our insurance subsidiaries make estimates and assumptions that can have a
significant effect on amounts and disclosures we report in our financial
statements. The most significant estimates relate to the liabilities of our
insurance subsidiaries for property and casualty insurance losses and loss
expenses. While we believe our estimates and the estimates of our insurance
subsidiaries are appropriate, the ultimate amounts of these liabilities may
differ from the estimates we provided. We regularly review our methods for
making these estimates and we reflect any adjustment we consider necessary in
our current consolidated results of operations.

Liabilities for Losses and Loss Expenses

Liabilities for losses and loss expenses are estimates at a given point in time
of the amounts an insurer expects to pay with respect to incurred policyholder
claims based on facts and circumstances the insurer knows at that point in time.
For example, legislative, judicial and regulatory actions may expand coverage
definitions, retroactively mandate coverage or otherwise require our insurance
subsidiaries to pay losses for damages that their policies explicitly excluded
or did not intend to cover. At the time of establishing its estimates, an
insurer recognizes that its ultimate liability for losses and loss expenses will
exceed or be less than such estimates. Our insurance subsidiaries base their
estimates of liabilities for losses and loss expenses on assumptions as to
future loss trends, expected claims severity, judicial theories of liability and
other factors. However, during the loss adjustment period, our insurance
subsidiaries may learn additional facts regarding individual claims, and,
consequently, it often becomes necessary for our insurance subsidiaries to
refine and adjust their estimates for these liabilities. We reflect any
adjustments to the liabilities for losses and loss expenses of our insurance
subsidiaries in our consolidated results of operations in the period in which
our insurance subsidiaries make adjustments to their estimates.

Our insurance subsidiaries maintain liabilities for the payment of losses and
loss expenses with respect to both reported and unreported claims. Our insurance
subsidiaries establish these liabilities for the purpose of covering the
ultimate costs of settling all losses, including investigation and litigation
costs. Our insurance subsidiaries base the amount of their liability for
reported losses primarily upon a case-by-case evaluation of the type of risk
involved, knowledge of the circumstances surrounding each claim and the
insurance policy provisions relating to the type of loss the policyholder
incurred. Our insurance subsidiaries determine the amount of their liability for
unreported claims and loss expenses on the basis of historical information by
line of insurance. Our insurance subsidiaries account for inflation in the
reserving function through analysis of costs and trends and reviews of
historical reserving results. Our insurance subsidiaries monitor their
liabilities closely and recompute them periodically using new information on
reported claims and a variety of statistical techniques. Our insurance
subsidiaries do not discount their liabilities for losses and loss expenses.

Reserve estimates can change over time because of unexpected changes in
assumptions related to our insurance subsidiaries' external environment and, to
a lesser extent, assumptions related to our insurance subsidiaries' internal
operations. For example, our insurance subsidiaries have experienced an increase
in claims severity and a lengthening of the claim settlement periods on bodily
injury claims during the past several years. In addition, the COVID-19 pandemic
and related government mandates and restrictions resulted in various changes
from historical claims reporting and settlement trends during 2020 and resulted
in significant increases in loss costs in 2021 and 2022 due to a number of
factors, including supply chain disruption, higher used automobile values,
lengthening of repair completion times, increases in the cost of replacement
automobile parts and rising labor rates. These trend changes give rise to
greater uncertainty as to the pattern of future loss settlements. Related
uncertainties regarding future trends include social inflation, availability and
cost of building materials, availability of skilled labor, the rate of plaintiff
attorney involvement in claims and the cost of medical technologies and
procedures. Assumptions related to our insurance subsidiaries' external
environment include the absence of significant changes in tort law and the legal
environment that increase liability exposure, consistency in judicial
interpretations of insurance coverage and policy provisions and the rate of loss
cost inflation. Internal assumptions include consistency in the recording of
premium and loss statistics, consistency in the recording of claims, payment and
case reserving methodology, accurate measurement of the impact of rate changes
and changes in policy provisions, consistency in the quality and characteristics
of business written within a given line of business and consistency in
reinsurance coverage and collectability of reinsured losses, among other items.
To the extent our insurance subsidiaries determine that underlying factors
impacting their assumptions have changed, our insurance subsidiaries make
adjustments in their reserves that they consider appropriate for such changes.
Accordingly, our insurance subsidiaries' ultimate liability for unpaid losses
and loss expenses will likely differ from the amount recorded at September 30,
2022. For every 1% change in our insurance subsidiaries' loss and loss expense
reserves, net of reinsurance recoverable, the effect on our pre-tax results of
operations would be approximately $6.6 million.

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The establishment of appropriate liabilities is an inherently uncertain process
and we can provide no assurance that our insurance subsidiaries' ultimate
liability will not exceed our insurance subsidiaries' loss and loss expense
reserves and have an adverse effect on our results of operations and financial
condition. Furthermore, we cannot predict the timing, frequency and extent of
adjustments to our insurance subsidiaries' estimated future liabilities, because
the historical conditions and events that serve as a basis for our insurance
subsidiaries' estimates of ultimate claim costs may change. As is the case for
substantially all property and casualty insurance companies, our insurance
subsidiaries have found it necessary in the past to increase their estimated
future liabilities for losses and loss expenses in certain periods and, in other
periods, their estimated future liabilities for losses and loss expenses have
exceeded their actual liabilities for losses and loss expenses. Changes in our
insurance subsidiaries' estimates of their liability for losses and loss
expenses generally reflect actual payments and their evaluation of information
received subsequent to the prior reporting period.

Excluding the impact of severe weather events and the COVID-19 pandemic, our
insurance subsidiaries have noted stable amounts in the number of claims
incurred and the number of claims outstanding at period ends relative to their
premium base in recent years across most of their lines of business. However,
the amount of the average claim outstanding has increased gradually over the
past several years due to various factors such as rising inflation and increased
litigation trends. We have also experienced a general slowing of settlement
rates in litigated claims and lengthening of repair completion times for
property and automobile claims. Our insurance subsidiaries could have to make
further adjustments to their estimates in the future. However, on the basis of
our insurance subsidiaries' internal procedures, which analyze, among other
things, their prior assumptions, their experience with similar cases and
historical trends such as reserving patterns, loss payments, pending levels of
unpaid claims and product mix, as well as court decisions, economic conditions
and public attitudes, we believe that our insurance subsidiaries have made
adequate provision for their liability for losses and loss expenses.

Atlantic States' participation in the pool with Donegal Mutual exposes Atlantic
States to adverse loss development on the business of Donegal Mutual that the
pool includes. However, pooled business represents the predominant percentage of
the net underwriting activity of both companies, and Donegal Mutual and Atlantic
States share proportionately any adverse risk development relating to the pooled
business. The business in the pool is homogeneous and each company has a
pro-rata share of the entire pool. Since the predominant percentage of the
business of Atlantic States and Donegal Mutual is pooled and the results shared
by each company according to its participation level under the terms of the
pooling agreement, the intent of the underwriting pool is to produce a more
uniform and stable underwriting result from year to year for each company than
either would experience individually and to spread the risk of loss between the
companies.

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Our insurance subsidiaries' liabilities for losses and loss expenses by major
line of business at September 30, 2022 and December 31, 2021 consisted of the
following:

                                                  September 30,       December 31,
                                                      2022                2021
                                                           (in thousands)
Commercial lines:
Automobile                                       $       177,188     $      172,302
Workers' compensation                                    123,784            122,398
Commercial multi-peril                                   189,906            168,445
Other                                                     25,220             18,530
Total commercial lines                                   516,098            481,675
Personal lines:
Automobile                                               109,444            109,915
Homeowners                                                28,743             26,169
Other                                                      8,140              8,600
Total personal lines                                     146,327            144,684
Total commercial and personal lines                      662,425            

626,359

Plus reinsurance recoverable                             445,701            

451,261

Total liabilities for losses and loss expenses $ 1,108,126 $ 1,077,620

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We have evaluated the effect on our insurance subsidiaries' loss and loss
expense reserves and our stockholders' equity in the event of reasonably likely
changes in the variables we consider in establishing the loss and loss expense
reserves of our insurance subsidiaries. We established the range of reasonably
likely changes based on a review of changes in accident-year development by line
of business and applied those changes to our insurance subsidiaries' loss and
loss expense reserves as a whole. The range we selected does not necessarily
indicate what could be the potential best or worst case or the most likely
scenario. The following table sets forth the estimated effect on our insurance
subsidiaries' loss and loss expense reserves and our stockholders' equity in the
event of reasonably likely changes in the variables we considered in
establishing the loss and loss expense reserves of our insurance subsidiaries:

                                 Adjusted Loss and Loss                                         Adjusted Loss and Loss
 Percentage Change in Loss       Expense Reserves Net of           Percentage Change            Expense Reserves Net of           Percentage Change
 and Loss Expense Reserves           Reinsurance at            in Stockholders' Equity at           Reinsurance at            in Stockholders' Equity at
    Net of Reinsurance             September 30, 2022            September

30, 2022(1)             December 31, 2021             December 31, 2021(1)
                                                                 (dollars in thousands)
            (10.0)%             $                 596,183                   10.9%              $                 563,723                    9.3%
             (7.5)                                612,743                    8.2                                 579,382                    7.0
             (5.0)                                629,304                    5.4                                 595,041                    4.7
             (2.5)                                645,864                    2.7                                 610,700                    2.3
              Base                                662,425                     -                                  626,359                     -
              2.5                                 678,986                   (2.7)                                642,018                   (2.3)
              5.0                                 695,546                   (5.4)                                657,677                   (4.7)
              7.5                                 712,107                   (8.2)                                673,336                   (7.0)
              10.0                                728,668                  (10.9)                                688,995                   (9.3)

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(1) Net of income tax effect.



Non-GAAP Information

We prepare our consolidated financial statements on the basis of GAAP. Our
insurance subsidiaries also prepare financial statements based on statutory
accounting principles state insurance regulators prescribe or permit ("SAP").
SAP financial measures are considered non-GAAP financial measures under
applicable SEC rules because the SAP financial measures include or exclude
certain items that the most comparable GAAP financial measures do not ordinarily
include or exclude. Our calculation of non-GAAP financial measures may differ
from similar measures other companies use, so investors should exercise caution
when comparing our non-GAAP financial measures to the non-GAAP financial
measures other companies use.

Because our insurance subsidiaries do not prepare GAAP financial statements, we
evaluate the performance of our personal lines and commercial lines segments
utilizing SAP financial measures that reflect the growth trends and underwriting
results of our insurance subsidiaries. The SAP financial measures we utilize are
net premiums written and statutory combined ratio.

Net Premiums Written

We define net premiums written as the amount of full-term premiums our insurance
subsidiaries record for policies effective within a given period less premiums
our insurance subsidiaries cede to reinsurers. Net premiums earned is the most
comparable GAAP financial measure to net premiums written. Net premiums earned
represent the sum of the amount of net premiums written and the change in net
unearned premiums during a given period.  Our insurance subsidiaries earn
premiums and recognize them as revenue over the terms of their policies, which
are one year or less in duration. Therefore, increases or decreases in net
premiums earned generally reflect increases or decreases in net premiums written
in the preceding 12-month period compared to the comparable period one year
earlier.

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The following table provides a reconciliation of our net premiums earned to our
net premiums written for the three and nine months ended September 30, 2022 and
2021:

                                              Three Months Ended September 30,             Nine Months Ended September 30,
                                                 2022                   2021                 2022                   2021
                                                       (in thousands)                              (in thousands)
Net premiums earned                        $        206,122       $        

196,235 $ 609,499 $ 575,975
Change in net unearned premiums

                         107                    780               33,618                 46,507
Net premiums written                       $        206,229       $        197,015     $        643,117       $        622,482



Statutory Combined Ratio

The combined ratio is a standard measurement of underwriting profitability for
an insurance company. The combined ratio does not reflect investment income, net
investment gains or losses, federal income taxes or other non-operating income
or expense. A combined ratio of less than 100% generally indicates underwriting
profitability.

The statutory combined ratio is a non-GAAP financial measure that is based upon
amounts determined under SAP. We calculate our statutory combined ratio as the
sum of:

• the statutory loss ratio, which is the ratio of calendar-year net incurred

losses and loss expenses, excluding anticipated salvage and subrogation

recoveries, to net premiums earned;

• the statutory expense ratio, which is the ratio of expenses incurred for net

commissions, premium taxes and underwriting expenses to net premiums written;

and

• the statutory dividend ratio, which is the ratio of dividends to holders of

workers' compensation policies to net premiums earned.

The calculation of our statutory combined ratio differs from the calculation of
our GAAP combined ratio. In calculating our GAAP combined ratio, we do not
deduct installment payment fees from incurred expenses, and we base the expense
ratio on net premiums earned instead of net premiums written. Differences
between our GAAP loss ratio and our statutory loss ratio result from
anticipating salvage and subrogation recoveries for our GAAP loss ratio but not
for our statutory loss ratio.

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Combined Ratios

The following table presents comparative details with respect to our GAAP and
statutory combined ratios for the three and nine months ended September 30, 2022
and 2021:

                                               Three Months Ended September 30,               Nine Months Ended September 30,
                                                 2022                     2021                 2022                     2021
GAAP Combined Ratios (Total Lines)
Loss ratio (non-weather)                               66.2 %                   66.3 %               60.4 %                   59.8 %
Loss ratio (weather-related)                            9.4                      9.2                  7.7                      6.4
Expense ratio                                          33.4                     31.5                 34.7                     33.9
Dividend ratio                                          0.6                      0.7                  0.7                      0.7
Combined ratio                                        109.6 %                  107.7 %              103.5 %                  100.8 %

Statutory Combined Ratios
Commercial lines:
Automobile                                            107.0 %                  111.9 %               98.7 %                  106.7 %
Workers' compensation                                 105.9                    109.0                 93.9                     96.0
Commercial multi-peril                                125.0                    116.9                114.9                    106.5
Other                                                  85.9                     64.0                 81.9                     67.2
Total commercial lines                                112.1                    109.4                102.4                    101.1
Personal lines:
Automobile                                            103.1                    102.0                100.2                     95.4
Homeowners                                            125.0                    117.5                118.8                    107.4
Other                                                  54.6                     65.4                 49.9                     72.2
Total personal lines                                  107.8                    105.2                103.4                     98.2
Total commercial and personal lines                   110.1                    107.7                102.8                    100.0



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Results of Operations - Three Months Ended September 30, 2022 Compared to Three
Months Ended September 30, 2021

Net Premiums Earned. Our insurance subsidiaries' net premiums earned for the
third quarter of 2022 were $206.1 million, an increase of $9.9 million, or 5.0%,
compared to $196.2 million for the third quarter of 2021, primarily reflecting
the inclusion of the business of the Mountain States Insurance Group in the
underwriting pool beginning with policies effective in 2021, as well as solid
premium retention and renewal premium increases.

Net Premiums Written. Our insurance subsidiaries' net premiums written for the
third quarter of 2022 were $206.2 million, an increase of $9.2 million, or 4.7%,
from the $197.0 million of net premiums written for the third quarter of 2021.
Commercial lines net premiums written increased $2.3 million, or 2.0%, for the
third quarter of 2022 compared to the third quarter of 2021. Personal lines net
premiums written increased $6.9 million, or 8.5%, for the third quarter of 2022
compared to the third quarter of 2021. We attribute the increase in commercial
lines and personal lines net premiums written primarily to new business growth,
solid premium retention and renewal premium increases.

Investment Income. Our net investment income was $8.6 million for the third
quarter of 2022, compared to $7.8 million for the third quarter of 2021. We
attribute the increase primarily to an increase in average invested assets and
an increase in the average investment yield relative to the third quarter of
2021.

Net Investment Losses. Net investment losses for the third quarter of 2022 were
$2.4 million, compared to $1.6 million for the third quarter of 2021. The net
investment losses for the third quarter of 2022 and 2021, respectively, resulted
primarily from the net change in unrealized gains and losses within our equity
securities portfolio at September 30, 2022 and 2021, respectively. We did not
recognize any impairment losses in our investment portfolio during the third
quarter of 2022 or 2021.

Losses and Loss Expenses. Our insurance subsidiaries' loss ratio, which is the
ratio of incurred losses and loss expenses to premiums earned, was 75.6% for the
third quarter of 2022, an increase from our insurance subsidiaries' loss ratio
of 75.5% for the third quarter of 2021. We attribute this increase primarily to
higher weather-related and large fire losses, which we define as individual fire
losses in excess of $50,000. Weather-related losses of $19.4 million, or 9.4
percentage points of the loss ratio, for the third quarter of 2022, increased
from $18.0 million, or 9.2 percentage points of the loss ratio, for the third
quarter of 2021. The impact of weather-related loss activity to the loss ratio
for the third quarter of 2022 was in line with our previous five-year average of
9.4 percentage points for third quarter weather-related losses. Large fire
losses for the third quarter of 2022 were $17.4 million, or 8.4 percentage
points of the loss ratio, compared to $12.7 million, or 6.5 percentage points of
the loss ratio, for the third quarter of 2021. On a statutory basis, our
insurance subsidiaries' commercial lines loss ratio was 74.9% for the third
quarter of 2022, compared to 76.3% for the third quarter of 2021, primarily due
to decreases in the commercial automobile and workers' compensation loss ratios.
The personal lines statutory loss ratio of our insurance subsidiaries increased
to 78.7% for the third quarter of 2022, compared to 75.0% for the third quarter
of 2021. We attribute this increase primarily to increases in the personal
automobile and homeowners' loss ratios. Our insurance subsidiaries experienced
favorable loss reserve development for the third quarter of 2022 of
approximately $6.2 million, or 3.0 percentage points of the loss ratio, compared
to $4.3 million that decreased the loss ratio for the third quarter of 2021 by
2.2 percentage points. Our insurance subsidiaries experienced favorable
development primarily relating to reserves for accident years 2020 and 2019 in
the commercial automobile, personal automobile and commercial multi-peril lines
of business.

Underwriting Expenses. The expense ratio for an insurance company is the ratio
of policy acquisition costs and other underwriting expenses to premiums earned.
The expense ratio of our insurance subsidiaries was 33.4% for the third quarter
of 2022, compared to 31.5% for the third quarter of 2021. The increase in the
expense ratio primarily reflected an increase in technology costs related to our
ongoing systems modernization project.

Combined Ratio. The combined ratio represents the sum of the loss ratio, the
expense ratio and the dividend ratio, which is the ratio of policyholder
dividends incurred to premiums earned. Our insurance subsidiaries' combined
ratios were 109.6% and 107.7% for the three months ended September 30, 2022 and
2021, respectively. We attribute the increase in the combined ratio primarily to
an increase in the expense ratio for the third quarter of 2022 compared to the
third quarter of 2021.

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Income Tax Benefit. We recorded an income tax benefit of $3.0 million and $1.9
million for the third quarter of 2022 and 2021, respectively. The income tax
benefit for the third quarter of 2022 and 2021 represented estimates based on
our projected annual taxable income and effective tax rates.

Net Loss and Loss Per Share. Our net loss for the third quarter of 2022 was
$10.4 million, or $.33 per share of Class A common stock and $.30 per share of
Class B common stock, compared to $6.7 million, or $.22 per share of Class A
common stock and $.20 per share of Class B common stock, for the third quarter
of 2021. We had 26.8 million and 25.7 million Class A shares outstanding at
September 30, 2022 and 2021, respectively. We had 5.6 million Class B shares
outstanding at the end of both periods.

Results of Operations - Nine Months Ended September 30, 2022 Compared to Nine
Months Ended September 30, 2021

Net Premiums Earned. Our insurance subsidiaries' net premiums earned for the
first nine months of 2022 were $609.5 million, an increase of $33.5 million, or
5.8%, compared to $576.0 million for the first nine months of 2021, primarily
reflecting the inclusion of the business of the Mountain States Insurance Group
in the underwriting pool beginning with policies effective in 2021, as well as
solid premium retention and renewal premium increases.

Net Premiums Written. Our insurance subsidiaries' net premiums written for the
nine months ended September 30, 2022 were $643.1 million, an increase of $20.6
million, or 3.3%, from the $622.5 million of net premiums written for the first
nine months of 2021. Commercial lines net premiums written increased $10.2
million, or 2.6%, for the first nine months of 2022 compared to the first nine
months of 2021. Personal lines net premiums written increased $10.4 million, or
4.5%, for the first nine months of 2022 compared to the first nine months of
2021. We attribute the increase in commercial lines and personal lines net
premiums written primarily to new business growth, solid premium retention and
renewal premium increases.

Investment Income. Our net investment income was $24.6 million for the first
nine months of 2022, compared to $22.9 million for the first nine months of
2021. We attribute the increase primarily to an increase in average invested
asset and an increase in the average investment yield relative to the first nine
months of 2021.

Net Investment (Losses) Gains. Net investment losses for the first nine months
of 2022 were $10.8 million, compared to net investment gains of $5.1 million for
the first nine months of 2021. The net investment losses and gains for the first
nine months of 2022 and 2021, respectively, resulted primarily from the net
change in unrealized gains and losses within our equity securities portfolio at
September 30, 2022 and 2021, respectively. We did not recognize any impairment
losses in our investment portfolio during the first nine months of 2022 or 2021.

Losses and Loss Expenses. Our insurance subsidiaries' loss ratio, which is the
ratio of incurred losses and loss expenses to premiums earned, was 68.1% for the
first nine months of 2022, an increase from our insurance subsidiaries' loss
ratio of 66.2% for the first nine months of 2021. We attribute this increase
primarily to higher weather-related and large fire losses. Weather-related
losses of $47.0 million, or 7.7 percentage points of the loss ratio, for the
first nine months of 2022, increased from $36.6 million, or 6.4 percentage
points of the loss ratio, for the first nine months of 2021. The impact of
weather-related loss activity to the loss ratio for the first nine months of
2022 was lower than our previous five-year average of 8.1 percentage points.
Large fire losses for the first nine months of 2022 were $40.4 million, or 6.6
percentage points of the loss ratio, compared to $34.7 million, or 6.0
percentage points of the loss ratio, for the first nine months of 2021. On a
statutory basis, our insurance subsidiaries' commercial lines loss ratio was
66.1% for the first nine months of 2022, compared to 66.4% for the first nine
months of 2021, primarily due to a decrease in the commercial automobile loss
ratio. The personal lines statutory loss ratio of our insurance subsidiaries
increased to 72.5% for the first nine months of 2022, compared to 66.5% for the
first nine months of 2021. We attribute this increase primarily to increases in
the personal automobile and homeowner loss ratios. Our insurance subsidiaries
experienced favorable loss reserve development for the first nine months of 2022
of approximately $30.6 million, or 5.0 percentage points of the loss ratio,
compared to $25.9 million that decreased the loss ratio for the first nine
months of 2021 by 4.5 percentage points. Our insurance subsidiaries experienced
favorable development in all major lines of business in the first nine months of
2022, with the majority of the impact relating to reserves for accident years
2021, 2020 and 2019 in the commercial automobile, personal automobile,
commercial multi-peril and workers' compensation lines of business.

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Underwriting Expenses. The expense ratio for an insurance company is the ratio
of policy acquisition costs and other underwriting expenses to premiums earned.
The expense ratio of our insurance subsidiaries was 34.7% for the first nine
months of 2022, compared to 33.9% for the first nine months of 2021. The
increase in the expense ratio primarily reflected higher technology costs
related to our ongoing systems modernization project.

Combined Ratio. The combined ratio represents the sum of the loss ratio, the
expense ratio and the dividend ratio, which is the ratio of policyholder
dividends incurred to premiums earned. Our insurance subsidiaries' combined
ratios were 103.5% and 100.8% for the nine months ended September 30, 2022 and
2021, respectively. We attribute the increase in the combined ratio primarily to
increases in the loss and expense ratios for the first nine months of 2022
compared to the first nine months of 2021.

Interest Expense. Our interest expense for the first nine months of 2022 was
$464,188, compared to $739,163 for the first nine months of 2021. We attribute
the decrease to lower average borrowings under our lines of credit during the
first nine months of 2022 compared to the first nine months of 2021.

Income Tax (Benefit) Expense. We recorded an income tax benefit of $2.3 million
for the first nine months of 2022. We recorded income tax expense of $3.8
million for the first nine months of 2021, representing an effective tax rate of
16.1%. The income tax benefit and expense for the first nine months of 2022 and
2021, respectively, represented estimates based on our projected annual taxable
income and effective tax rates.

Net (Loss) Income and (Loss) Income Per Share. Our net loss for the first nine
months of 2022 was $5.4 million, or $.17 per share of Class A common stock and
$.16 per share of Class B common stock, compared to net income of $20.0 million,
or $.66 per share of Class A common stock on a diluted basis and $.59 per share
of Class B common stock, for the first nine months of 2021. We had 26.8 million
and 25.7 million Class A shares outstanding at September 30, 2022 and 2021,
respectively. We had 5.6 million Class B shares outstanding at the end of both
periods.

Liquidity and Capital Resources

Liquidity is a measure of an entity's ability to secure enough cash to meet its
contractual obligations and operating needs as such obligations and needs arise.
Our major sources of funds from operations are the net cash flows we generate
from our insurance subsidiaries' underwriting results, investment income and
investment maturities.

Our operations have historically generated sufficient net positive cash flow to
fund our commitments and add to our investment portfolio, thereby increasing
future investment returns and enhancing our liquidity. The impact of the pooling
agreement between Donegal Mutual and Atlantic States has historically been
cash-flow positive because of the consistent underwriting profitability of the
pool. Donegal Mutual and Atlantic States settle their respective obligations to
each other under the pool monthly, thereby resulting in cash flows substantially
similar to the cash flows that would result from each company writing the
business directly. We have not experienced any unusual variations in the timing
of claim payments associated with the loss reserves of our insurance
subsidiaries. We maintain significant liquidity in our investment portfolio in
the form of readily marketable fixed maturities, equity securities and
short-term investments. We structure our fixed-maturity investment portfolio
following a "laddering" approach, so that projected cash flows from investment
income and principal maturities are evenly distributed from a timing
perspective, thereby providing an additional measure of liquidity to meet our
obligations should an unexpected variation occur in the future. Our operating
activities provided net cash flows in the first nine months of 2022 and 2021 of
$49.9 million and $58.5 million, respectively.

At September 30, 2022, we had no outstanding borrowings under our line of credit
with M&T and had the ability to borrow up to $20.0 million at interest rates
equal to the then-current LIBOR rate plus 2.00%. At September 30, 2022, Atlantic
States had a $35.0 million outstanding advance with the FHLB of Pittsburgh that
carries a fixed interest rate of 1.74%.

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We estimate the timing of claim payments associated with the liabilities for
losses and loss expenses of our insurance subsidiaries based on historical
experience and expectations of future payment patterns. We show these
liabilities net of reinsurance recoverable on unpaid losses and loss expenses to
reflect expected future cash flows related to such liabilities. Amounts Atlantic
States assumes pursuant to the pooling agreement with Donegal Mutual represent a
substantial portion of our insurance subsidiaries' gross liabilities for losses
and loss expenses, and amounts Atlantic States cedes pursuant to the pooling
agreement represent a substantial portion of our insurance subsidiaries'
reinsurance recoverable on unpaid losses and loss expenses. We include cash
settlement of Atlantic States' assumed liabilities from the pool in monthly
settlements of pooled activity, as we net amounts ceded to and assumed from the
pool. Although Donegal Mutual and we do not anticipate any changes in the pool
participation levels in the foreseeable future, any such change would be
prospective in nature and therefore would not impact the timing of expected
payments by Atlantic States for its percentage share of pooled losses occurring
in periods prior to the effective date of such change.

We discuss in Note 7 - Borrowings our estimate of the timing of the amounts
payable for the borrowings under our lines of credit based on their contractual
maturities.

On July 18, 2013, our board of directors authorized a share repurchase program
pursuant to which we have the authority to purchase up to 500,000 shares of our
Class A common stock at prices prevailing from time to time in the open market
subject to the provisions of applicable rules of the SEC and in privately
negotiated transactions. We did not purchase any shares of our Class A common
stock under this program during the nine months ended September 30, 2022 or
2021. We have purchased a total of 57,658 shares of our Class A common stock
under this program from its inception through September 30, 2022.

On October 20, 2022, our board of directors declared quarterly cash dividends of
16.5 cents per share of our Class A common stock and 14.75 cents per share of
our Class B common stock, payable on November 15, 2022 to our stockholders of
record as of the close of business on November 1, 2022. We are not subject to
any restrictions on our payment of dividends to our stockholders, although there
are state law restrictions on the payment of dividends by our insurance
subsidiaries to us.  Dividends from our insurance subsidiaries are our principal
source of cash for payment of dividends to our stockholders. Our insurance
subsidiaries are subject to regulations that restrict the payment of dividends
from statutory surplus and may require prior approval of their domiciliary
insurance regulatory authorities. Our insurance subsidiaries are also subject to
risk based capital ("RBC") requirements that limit their ability to pay
dividends to us. Our insurance subsidiaries' statutory capital and surplus at
December 31, 2021 exceeded the amount of statutory capital and surplus necessary
to satisfy regulatory requirements, including the RBC requirements, by a
significant margin.  Our insurance subsidiaries did not pay any dividends to us
during the first nine months of 2022. Amounts remaining available for
distribution to us as dividends from our insurance subsidiaries without prior
approval of their domiciliary insurance regulatory authorities in 2022 are $27.9
million from Atlantic States, $6.9 million from Southern, $4.8 million from
Peninsula and $7.7 million from MICO, or a total of approximately $47.3 million.

At September 30, 2022, we had no material commitments for capital expenditures.

Equity Price Risk

Our portfolio of marketable equity securities, which we carry on our
consolidated balance sheets at estimated fair value, has exposure to the risk of
loss resulting from an adverse change in prices. We manage this risk by having
our investment personnel perform an analysis of prospective investments and
regular reviews of our portfolio of equity securities.

Credit Risk

Our portfolio of fixed-maturity securities and, to a lesser extent, our
portfolio of short-term investments is subject to credit risk, which we define
as the potential loss in market value resulting from adverse changes in the
borrower's ability to repay its debt. We manage this risk by having our
investment personnel perform an analysis of prospective investments and regular
reviews of our portfolio of fixed-maturity securities. We also limit the
percentage and amount of our total investment portfolio that we invest in the
securities of any one issuer.

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Index

Our insurance subsidiaries provide property and casualty insurance coverages
through independent insurance agencies. We bill the majority of this business
directly to the insured, although we bill a portion of our commercial business
through licensed insurance agents to whom our insurance subsidiaries extend
credit in the normal course of business.

Because the pooling agreement does not relieve Atlantic States of primary
liability as the originating insurer, Atlantic States is subject to a
concentration of credit risk arising from the business it cedes to Donegal
Mutual. Our insurance subsidiaries maintain reinsurance agreements with Donegal
Mutual and with a number of other major unaffiliated authorized reinsurers.