What changed in this filing

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Item 4. Controls and Procedures

2023-08-04 compared with 2023-05-05 · 30 added, 113 removed, 9 unchanged (94% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is

defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, at March 31, 2023, our disclosure controls and procedures were effective

in recording, processing, summarizing and reporting, on a timely basis, information we are required to disclose in the reports that we file or submit under the Exchange Act, and our disclosure controls and procedures were also effective to ensure

that information we disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding

required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules

13a-15(e) and 15d-15(e) under the Exchange Act).

Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, at June 30, 2023, our disclosure controls and procedures were effective in recording,

processing, summarizing and reporting, on a timely basis, information we are required to disclose in the reports that we file or submit under the Exchange Act, and our disclosure controls and procedures were also effective to ensure that

information we disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to affect materially, our

internal control over financial reporting.

Donegal Mutual implemented a new application system that Donegal Mutual and our insurance subsidiaries began to utilize during 2021 for the allocation of expenses and, beginning in 2022, for reinsurance premiums and

Donegal Mutual and our insurance subsidiaries expanded the utilization of this application system in 2023 to include the preparation of financial statements based on SAP state insurance regulators prescribe or permit.

financial statements of our insurance subsidiaries serve as the starting point for our financial statements prepared using GAAP.

The new application system provides for further automation of, and enhanced internal controls over, these processes.

The implementation of the new system is part of a multi-year accounting systems and process modernization initiative Donegal Mutual is implementing to achieve various benefits for Donegal Mutual and our insurance subsidiaries, including

streamlined financial reporting workflows and a more efficient control environment.

Such changes resulted in changes to procedures related to our financial reporting.

Prior to the implementation of the new systems, we identified and designed new internal controls that we incorporated into our

internal controls over financial reporting.

Following the implementation, we validated these new controls according to our established processes.

We did not implement these changes in internal controls to respond to any actual or perceived

significant deficiencies in our internal control over financial reporting.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

We base all statements contained in this Quarterly Report on Form 10-Q that are not historic facts on our current expectations.

Such statements are forward-looking in

nature (as defined in the Private Securities Litigation Reform Act of 1995) and necessarily involve risks and uncertainties.

Forward-looking statements we make may be identified by our use of words such as “will,” “expect,” “intend,” “plan,”

“anticipate,” “believe,” “seek,” “estimate” and similar expressions.

Such statements are forward-looking in nature (as defined in the Private Securities

Litigation Reform Act of 1995) and necessarily involve risks and uncertainties.

Forward-looking statements we make may be identified by our use of words such as “will,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “seek,” “estimate” and

similar expressions.

Our actual results could vary materially from our forward-looking statements.

The factors that could cause our actual results to vary materially from the forward-looking

statements we have previously made include, but are not limited to, adverse litigation and other trends that could increase our loss costs (including labor shortages and escalating medical, automobile and property repair costs), adverse and

catastrophic weather events (including from changing climate conditions), our ability to maintain profitable operations (including our ability to underwrite risks effectively and charge adequate premium rates), prolonged economic challenges

resulting from the COVID-19 pandemic, the adequacy of the loss and loss expense reserves of our insurance subsidiaries, the availability and successful operation of the information technology systems our insurance subsidiaries utilize, the

successful development of new information technology systems to allow our insurance subsidiaries to compete effectively, business and economic conditions in the areas in which we and our insurance subsidiaries operate, interest rates, competition

from various insurance and other financial businesses, terrorism, the availability and cost of reinsurance, legal and judicial developments (including those related to COVID-19 business interruption coverage exclusions), changes in regulatory

requirements, our ability to attract and retain independent insurance agents, changes in our A.M.

The factors that could cause our actual results to vary materially from the forward-looking statements we have previously made include, but are not

limited to, adverse litigation and other trends that could increase our loss costs (including labor shortages and escalating medical, automobile and property repair costs), adverse and catastrophic weather events (including from changing climate

conditions), our ability to maintain profitable operations (including our ability to underwrite risks effectively and charge adequate premium rates), prolonged economic challenges resulting from the COVID-19 pandemic, the adequacy of the loss and

loss expense reserves of our insurance subsidiaries, the availability and successful operation of the information technology systems our insurance subsidiaries utilize, the successful development of new information technology systems to allow our

insurance subsidiaries to compete effectively, business and economic conditions in the areas in which we and our insurance subsidiaries operate, interest rates, competition from various insurance and other financial businesses, terrorism, the

availability and cost of reinsurance, legal and judicial developments (including those related to COVID-19 business interruption coverage exclusions), changes in regulatory requirements, our ability to attract and retain independent insurance

agents, changes in our A.M.

Best rating and the other risks that we describe from time to time in our filings with the Securities and Exchange Commission.

We disclaim any

obligation to update such statements or to announce publicly the results of any revisions that we may make to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such

We disclaim any obligation to update such statements or to announce publicly the results of

any revisions that we may make to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Other Information

Legal Proceedings.

Risk Factors.

Our business, results of operations and financial condition, and, therefore, the value of our Class A common stock and our Class B common stock, are

subject to a number of risks.

For a description of certain risks, we refer to “Risk Factors” in our 2022 Annual Report on Form 10-K that we filed with the SEC on March 6, 2023.

There have been no material changes in the risk factors we disclosed in

that Form 10-K Report during the three months ended March 31, 2023.

Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Total Number of

Shares (or Units)

(b) Average Price Paid per

Share (or Unit)

Shares (or Units)

Purchased as Part of

Publicly Announced Plans

(d) Maximum Number (or

Approximate Dollar

Value) of Shares (or Units)

that May Yet Be

Purchased Under the

Plans or Programs

January 1-31, 2023

Class A – None

Class B – None

Class A – None

Class B – None

Class A – None

Class B – None

February 1-28, 2023

Class A – None

Class B – None

Class A – None

Class B – None

Class A – None

Class B – None

March 1-31, 2023

Class A – 95,000

Class B – None

Class A – $15.37

Class B – None

Class A – 95,000

Class B – None

Class A – 95,000

Class B – None

Class A – $15.37

Class B – None

Class A – 95,000

Class B – None

Donegal Mutual purchased these shares pursuant to its announcement on April 29, 2022 that it will, at its discretion,

purchase shares of our Class A common stock and Class B common stock at market prices prevailing from time to time in the open market subject to the provisions of SEC Rule 10b-18 and in privately negotiated transactions.

announcement did not stipulate a maximum number of shares that may be purchased under this program.

Defaults upon Senior Securities.

Mine Safety Disclosure.

Not Applicable.

Other Information.

Certification of Chief Executive Officer

Filed herewith

Certification of Chief Financial Officer

Filed herewith

Statement of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350 of Title 18 of the United States Code

Filed herewith

Statement of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350 of Title 18 of the United States Code

Filed herewith

Exhibit 101.INS

XBRL Instance Document

Filed herewith

Exhibit 101.SCH

XBRL Taxonomy Extension Schema Document

Filed herewith

Exhibit 101.PRE

XBRL Taxonomy Presentation Linkbase Document

Filed herewith

Exhibit 101.CAL

XBRL Taxonomy Calculation Linkbase Document

Filed herewith

Exhibit 101.LAB

XBRL Taxonomy Label Linkbase Document

Filed herewith

Exhibit 101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Filed herewith

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.

Burke, President and Chief Executive Officer

/s/ Jeffrey D.

Miller, Executive Vice President

and Chief Financial Officer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures