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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2003
[ ] 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. 000-16880
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BNL FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
IOWA 42-1239454
(State of incorporation) (I.R.S. Employer Identification No.)
2100 W. William Cannon, Suite L
Austin, Texas 78745
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 383-0220
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Indicate by check mark whether the 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____
As of June 30, 2003, the Registrant had 20,233,467 shares of Common Stock, no
par value, outstanding.
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BNL FINANCIAL CORPORATION AND SUBSIDIARIES
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEPENDENT ACCOUNTANTS' REPORT
To The Board of Directors
BNL Financial Corporation
We have reviewed the accompanying Consolidated Balance Sheet of BNL Financial
Corporation and Subsidiaries as of June 30, 2003 and the related Consolidated
Statements of Income and Comprehensive Income and Cash Flows for the three-month
periods and six-month periods ended June 30, 2003 and 2002. These financial
statements are the responsibility of the Corporation's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the Consolidated Balance Sheet of BNL Financial Corporation and
Subsidiaries as of December 31, 2002 and the related Consolidated Statements of
Income and Comprehensive Income and Cash Flows for the year then ended (not
presented herein); and in our report dated February 8, 2003, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying Consolidated Balance Sheet as of
December 31, 2002 is fairly stated, in all material respects, in relation to the
Consolidated Balance Sheet from which it has been derived.
Oklahoma City, Oklahoma SMITH, CARNEY & CO., p.c.
August 15, 2003
-2-
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BNL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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ASSETS
June 30, December 31,
2003 (Unaudited) 2002 (Audited)
-------------------- -------------------
Cash and cash equivalents $4,475,078 $ 5,660,879
Investment in fixed maturities, at fair value Available for Sale (amortized
cost $2,139,821, $2,348,098, respectively) 2,550,095 2,524,142
Investment in fixed maturities, at amortized cost, Held to Maturity (fair
value $11,909,511; $9,877,365, respectively) 11,612,424 9,771,071
Other long-term investments 1,527,407 1,497,407
Investment in equity securities (cost $223,596; $175,626, respectively) 198,711 120,265
-------------------- -------------------
Total Investments, Including Cash and 20,363,715
Cash Equivalents 19,573,764
Accrued investment income 163,864 186,518
Furniture and equipment, net 439,032 462,843
Deferred policy acquisition costs 240,271 251,340
Policy loans 133,275 128,651
Receivable from reinsurer 32,236 32,236
Premiums due and unpaid 824,784 921,008
Income tax assets 296,002 322,000
Intangible assets 165,144 168,052
Other assets 105,041 86,930
-------------------- -------------------
Total Assets $22,763,364 $22,133,342
==================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Liabilities for future policy benefits $ 1,589,037 $ 1,544,772
Policy claims payable 2,207,555 2,357,549
Annuity deposits 2,842,492 2,847,549
Deferred annuity profits 467,158 478,058
Premium deposit funds 42,312 43,825
Supplementary contracts without life contingencies 76,197 89,707
Advanced and unallocated premium 378,821 739,856
Commissions payable 417,048 445,468
Accrued taxes and expenses 598,731 621,413
Other liabilities 379,022 384,974
-------------------- -------------------
Total Liabilities 8,998,373 9,553,171
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COMMITMENTS AND CONTINGENCIES
Contingent long-term liabilities 4,141,006 4,269,404
-------------------- -------------------
Total Commitments and Contingencies 4,141,006 4,269,404
-------------------- -------------------
Shareholders' Equity:
Common stock, $.02 stated value, 45,000,000 shares authorized, 23,436,922;
23,419,647 shares issued and outstanding, respectively 468,739 468,393
Additional paid-in capital 14,386,360 14,366,816
Accumulated other comprehensive income 352,819 121,715
Accumulated deficit (1,149,568) (2,279,019)
Contingent Treasury stock, 2,846,269 shares (4,269,404) (4,269,404)
Treasury stock, at cost; 419,736; 301,205 shares respectively (164,961) (97,734)
-------------------- -------------------
Total Shareholders' Equity 9,623,985 8,310,767
-------------------- -------------------
Total Liabilities and Shareholders' Equity $22,763,364 $22,133,342
==================== ===================
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(See accompanying notes and Independent Accountants' Report)
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-3-
BNL FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
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Three Months Ended Six Months Ended
June 30 June 30
--------------------------------- ----------------------------------
2003 2002 2003 2002
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
--------------- -------------- ---------------- --------------
Income:
Premium income $10,079,609 $10,180,891 $ 20,430,953 $20,280,598
Net investment income 247,274 306,582 490,147 598,603
Marketing fees 33,915 37,517 66,249 74,156
Realized gains (loss) 101,754 (41,988) 100,459 (44,317)
--------------- -------------- ---------------- --------------
Total Income 10,462,552 10,483,002 21,087,808 20,909,040
--------------- -------------- ---------------- --------------
Expenses:
Liability for future policy benefits expense (9,862) 16,243 44,265 23,111
Policy benefits and other insurance costs 7,628,475 7,766,114 15,186,647 15,502,590
Amortization of deferred policy acquisition costs 6,362 4,973 11,069 10,751
Operating expenses 1,886,627 1,784,285 3,726,965 3,511,052
Taxes, other than on income 298,638 315,361 675,410 662,027
--------------- -------------- ---------------- --------------
Total Expenses 9,810,240 9,886,976 19,644,356 19,709,531
--------------- -------------- ---------------- --------------
Income from Operations before
Income Taxes 652,312 596,026 1,443,452 1,199,509
Provision for income taxes 111,750 121,211 314,000 194,000
--------------- -------------- ---------------- --------------
Net Income $ 540,562 $ 474,815 $ 1,129,452 $1,005,509
=============== ============== ================ ==============
Net income per common share (basic and diluted)
$0.02 $0.02 $0.05 $0.05
=============== ============== ================ ==============
Weighted average number of fully
paid common shares 20,250,423 20,451,098 20,252,734 20,451,098
=============== ============== ================ ==============
Other comprehensive income, net of tax:
Unrealized gains on securities:
Unrealized holding gain (loss) arising
during period $ 174,464 $ (37,022) $ 238,260 $ (87,916)
Reclassification adjustment for gain (loss)
included in net income (8,452) 41,989 (7,156) 44,318
--------------- -------------- ---------------- --------------
Other Comprehensive Income (Loss) 166,012 4,967 231,104 (43,598)
--------------- -------------- ---------------- --------------
Comprehensive Income $706,574 $479,782 $1,360,556 $ 961,911
=============== ============== ================ ==============
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(See accompanying notes and Independent Accountants' Report)
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-4-
BNL FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
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Six Months Ended
June 30,
-------------------------------------
2003 2002
(Unaudited) (Unaudited)
----------------- ----------------
Cash flows from operating activities:
Net income $ 1,129,452 $ 1,005,509
Adjustments to reconcile net income to net cash
provided by operating activities:
Realized loss on investments (100,459) 44,317
Decrease in deferred tax asset 25,998 145,000
Depreciation 110,642 89,989
Amortization of deferred acquisition costs,
organization costs and intangibles 13,977 13,658
Accretion of bond discount 4,949 (139)
Change in assets and liabilities:
(Increase) decrease in accrued investment income 22,654 (29,493)
(Increase) decrease in premiums due and unpaid 96,224 (48,706)
Increase in liability for future policy benefits 44,265 23,111
Decrease in policy claims payable (149,994) (34,585)
Decrease in annuity deposits and deferred profits (15,957) (9,077)
Decrease in premium deposit funds (1,513) (5,445)
Decrease in advanced and unallocated premium (361,035) (191,749)
Increase in commissions payable (28,420) (1,116)
Other, increase (decrease) (48,446) 64,799
----------------- ----------------
Net Cash Provided By Operating Activities 742,337 1,066,073
----------------- ----------------
Cash flows from investing activities:
Proceeds from sales of furniture and equipment 3,791 0
Proceeds from maturity or redemption - Available for Sale Investments 1,638,306 615,786
Proceeds from maturity or redemption - Held to Maturity Investments 1,950,000 0
Proceeds from sales of equity securities 0 74,208
Purchase of furniture and equipment (90,024) (77,500)
Purchase of fixed maturity securities - Available for Sale Investments 0 (2,406,500)
Purchase of fixed maturity securities - Held to Maturity Investments (5,256,299) 0
Purchase of equity securities (47,971) (182,044)
Other investments - Line of credit advanced (30,000) 0
----------------- ----------------
Net Cash Used In Investing Activities (1,832,197) (1,976,050)
----------------- ----------------
Cash flows from financing activities:
Net (payments) receipts on supplementary contracts (13,510) 28,632
Treasury shares purchased (67,227) 0
Bonds payable purchased (35,096) 0
Stock options exercised 19,892 0
----------------- ----------------
Net Cash Provided By (Used In) Financing Activities (95,941) 28,632
----------------- ----------------
Net Decrease In Cash and Cash Equivalents (1,185,801) (881,345)
Cash And Cash Equivalents, Beginning Of Period 5,660,879 1,726,746
----------------- ----------------
Cash And Cash Equivalents, End Of Period $ 4,475,078 $ 845,401
================= ================
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(See accompanying notes and Independent Accountant's Report)
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-5-
BNL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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Note 1.
The accompanying Consolidated Financial Statements (unaudited) as of June 30,
2003 and June 30, 2002 have been reviewed by independent certified public
accountants. In the opinion of management, the aforementioned financial
statements contain all adjustments necessary to present fairly the financial
position as of June 30, 2003, and the results of operations for the periods
ended June 30, 2003 and June 30, 2002, and the cash flows for the periods ended
June 30, 2003 and June 30, 2002. All such adjustments are of a normal recurring
nature.
The statements have been prepared to conform to the requirements of Form 10-Q
and do not necessarily include all disclosures required by generally accepted
accounting principles (GAAP). The reader should refer to the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, previously filed with
the Commission, for financial statements for the year ended December 31, 2002,
prepared in accordance with GAAP. Net income per share of common stock is based
on the weighted average number of outstanding common shares.
Note 2.
The dental claims loss ratio was 64% during the first six months of 2003
compared to 66% for the same period in 2002. Part of the decline in loss ratio
is due to an approximate $170,000 over estimation of the claims liability at
December 31, 2002, which had the effect of reducing claims expense in 2003. Due
to fluctuation in claims incurred this accrual is difficult to estimate.
Note 3.
Subsequent to June 30, 2003, the Company became a third party indemnitor by
entering into a series of bond indemnity and guarantee agreements totaling
approximately $445,000 in conjunction with a marketing agreement with a third
party, Employer Plan Services Inc. (EPSI). The Company received personal
guarantees from the owners of EPSI to effectively limit potential liability
under the guarantee agreement. With regard to the bond indemnities,
the Company will be obligated only if EPSI, EPSI's parent and the
shareholders of EPSI, who are the primary obligors, were all to become
insolvent. Management considers the likelihood of the Company realizing a
liability under these agreements to be remote.
-6-
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BNL FINANCIAL CORPORATION AND SUBSIDIARIES
Managements Discussion and Analysis of Financial Condition and Results of
Operations
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
In this section, we review the consolidated results of operations for the six
months ended June 30, 2003 and 2002 and significant changes in the consolidated
financial condition of the Company. This discussion should be read in
conjunction with the accompanying consolidated financial statements, notes and
selected financial data.
Forward-Looking Statements
All statements, trend analyses and other information contained in this report
and elsewhere (such as in filings by us with the Securities and Exchange
Commission, press releases, presentations by us or our management or oral
statements) relative to markets for our products and trends in our operations or
financial results, as well as other statements including words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend," and other
similar expressions, constitute forward-looking statements under the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to known and unknown risks, uncertainties and other factors which may
cause actual results to be materially different from those contemplated by the
forward-looking statements. Such factors include, among other things: (i)
general economic conditions and other factors, including prevailing interest
rate levels and stock and credit market performance which may affect (among
other things) our ability to sell our products, our ability to access capital
resources and the costs associated therewith, the market value of our
investments and the lapse rate and profitability of policies; (ii) world
conflict, including but not limited to the war in Iraq, which may affect
consumers spending trends and priorities; (iii) customer response to new
products and marketing initiatives: (iv) mortality, morbidity and other factors
which may affect the profitability of our products; (v) changes in the federal
income tax laws and regulations which may affect the relative income tax
advantages of our products; (vi) regulatory changes or actions, including those
relating to regulation of financial services affecting (among other things) bank
sales and underwriting of insurance products and regulation of the sale,
underwriting and pricing of products; and (vii) the risk factors or
uncertainties listed from time to time in our filings with the Securities and
Exchange Commission.
Liquidity and Capital Resources
At June 30, 2003, we had liquid assets of $4,475,078 in cash, money market
savings accounts, U.S. Treasury Bills and short-term certificates of deposit.
All of the non-cash liquid assets can readily be converted to cash.
The major components of operating cash flows are premium income and investment
income while policy benefits are the most significant cash outflow. In the first
six months of 2003, BNLAC collected $20,349,929 of premiums and annuity deposits
(gross before reinsurance) and we had consolidated investment income of
$490,147. Other sources of cash flow in 2003 were overwrite commissions of
$259,688 on vision products and marketing fees from EPSI Benefits Inc. of
$66,249. The Company paid $12,614,196 of policy benefits in the first half of
2003.
The Company's investments are primarily in U.S. Government, Government Agency
and other investment grade bonds. We do not hedge our investment income through
the use of derivatives.
Other long term investments of $1,527,407 consists of, in part, a convertible
debenture loan in the amount of $1,357,407 from one of the Company's
subsidiaries, BNL Equity Corporation (BNLE), to EPSI Benefits, Inc. (EBI), a
Texas Corporation. The loan bears interest at an annual rate of 14%, payable
monthly, with principal payments commencing September 15, 2008 and a maturity
date of August 15, 2015. To protect its interest, BNLE may convert the debenture
into 51% of the outstanding common stock of EBI, subject to regulatory approval.
The note is one of several agreements entered into by the Company's subsidiaries
which expand the business relationship with EBI and its subsidiary, Employer
Plan Services, Inc. (EPSI), which provides substantially all of the A&H claims
processing and adjudication for the Company's insurance subsidiary, Brokers
National Life Assurance Company ("BNLAC"). BNLE receives a marketing fee from
EBI under a related marketing agreement. As part of the agreement, BNLAC agreed
to pledge $335,000 of bonds as guarantor for an operating line of credit from
BankOne for EPSI through October 15, 2002.
-7-
Subsequent to June 30, 2003, the Company became a third party indemnitor by
entering into a series of bond indemnity and guarantee agreements totaling
approximately $445,000 in conjunction with a marketing agreement with a third
party, Employer Plan Services Inc. (EPSI). The Company received personal
guarantees from the owners of EPSI to effectively limit potential liability
under the guarantee agreement. With regard to the bond indemnities,
the Company will be obligated only if EPSI, EPSI's parent and the
shareholders of EPSI, who are the primary obligors, were all to become
insolvent. Management considers the likelihood of the Company realizing a
liability under these agreements to be remote.
Other long-term investments include an operating line of credit agreement with
an advance amount of $170,000. On October 15, 2002 BNLAC and EPSI entered into a
loan agreement whereby BNLAC will provide EPSI with a $200,000 line of credit
maturing October 15, 2004 that replaced the one with BankOne. The line of credit
is at prime, 4.5%, with interest payable monthly to BNLAC.
We believe liquid assets, along with investment income, premium income and
marketing fees will be sufficient to meet our long and short-term liquidity
needs. We do not have any current plans to borrow money for operations.
Our insurance operations are conducted through BNLAC. At June 30, 2003, BNLAC
had statutory capital and surplus of $11,873,547. BNLAC is required to maintain
minimum levels of statutory capital and surplus, which differ from state to
state, as a condition to conducting business in those states in which it is
licensed. The State of Arkansas, which is the legal domicile of BNLAC, requires
a minimum of $2,300,000 in capital and surplus. The highest requirement in any
state in which BNLAC is licensed is $5,000,000. Management monitors the minimum
capital and surplus requirements to maintain compliance in each state in which
it is licensed.
Consolidated Results of Operations
Premium income for the second quarter of 2003 was $10,079,609 compared to
$10,180,891 for the same period in 2002. The decrease of 1% for the quarter was
due to the loss of a few of our larger dental groups. Premium income for the
first half of 2003 was $20,430,953 compared to $20,280,598 for the same period
in 2002. The increase of 1% was due to an increase in group dental premium in
the first quarter of 2003 from new groups.
Net investment income was $247,274 for the second quarter of 2003 compared to
$306,582 for the second quarter of 2002. Net investment income for the first
half of 2003 was $490,147 compared to $598,603 for the same period in 2002. The
19% decrease for the quarter and 18% decrease for the first six months were
primarily due to the general decline in interest rates and an increase in the
amount of short-term investments and a decrease in fixed maturities due to
government agency bonds called.
The Company received $33,915 of marketing fees from EPSI Benefits Inc. in the
second quarter of 2003 compared to $37,517 for the same period last year. For
the first half of 2003 marketing fees were $66,249 compared to $74,156 for the
same period of 2002. The Marketing Fees are collectable in conjunction with the
expanded business relationship of the Company with EPSI Benefits Inc. The
decrease in marketing fees in 2003 is due to a decrease in self-funded groups
administered by EPSI. Some of the groups were transferred to indemnity
insurance and EPSI received a commission in place of a TPA fee.
Realized gains on investments were $101,754 for the second quarter of 2003
compared to a loss of $41,988 for the same period in 2002. For the first half of
2003 realized gains were $100,459 compared to $44,317 of realized losses for the
same period in 2002. The realized gains in 2003 are primarily due to the
purchase of a portion of the Company's outstanding debentures at less than face
value and the realized loss in 2002 is from the markdown of MCI bonds.
For the second quarter of 2003, liability for future policy benefits expense was
($9,862) compared to $16,243 for the same period in 2002. For the six-month
period ended June 30, 2003, liability for future policy benefits expense was
$44,265 compared to $23,111for the same period in 2002. The increase during the
first half of 2003 was due to less surrenders of life and annuity policies in
2003 compared to 2002 and an actuarial adjustment of certain life reserve
factors.
Policy benefits and other insurance costs were $7,628,475 in the second quarter
of 2003 compared to $7,766,114 for the same period in 2002. In the first six
months of 2003 policy benefits and other insurance costs were $15,186,647
compared $15,502,590 for the same period in 2002. The decrease was primarily due
to a reduction in policy benefits on the group dental insurance and the effect
of the over estimation of incurred but not received claims at December 31, 2002.
See Note 2 of the Financial Statements. The claims ratio on group dental
insurance, which represents the ratio of claims incurred to premium earned, was
64% for the first half of 2003 compared to 66% for the first half of 2002.
Amortization of deferred policy acquisition costs was $6,362 and $4,973 for the
second quarter and $11,069 and $10,751 for the first half of 2003 and 2002,
respectively. Amortization of deferred policy acquisition costs vary in relation
to lapses or surrenders of existing policies.
For the second quarter of 2003 operating expenses were $1,886,627 compared to
$1,764,285 for the same period in 2002. Operating expenses were $3,726,965 in
the first six months of 2003 compared to $3,511,052 for the same period in 2002.
The increase for both periods was primarily due to executive bonus incentive
plan expenses and payroll expense. The expenses increased due to increased
profits and an increase in premium income and operating territory.
-8-
Taxes, other than on income, fees and assessments, were $298,638 for the second
quarter of 2003 compared to $315,361 for the second quarter of 2002. The
decrease was primarily due to the decrease in premium taxes on the decrease in
premiums collected in the second quarter of 2003. Taxes, other than on income,
fees and assessments, were $675,410 for the first half of 2003 compared to
$662,027 for the same period in 2002. The increase was due to an increase in
premium taxes.
The provision for income taxes in the second quarter of 2003 includes $114,750
current tax expense and ($3,000) deferred tax credit compared to $51,211 current
tax expense and $70,000 deferred tax expense in the second quarter of 2002. The
provision for income taxes in the first half of 2003 was $281,000 current tax
expense and $33,000 deferred tax expense compared to $49,000 current expense and
$145,000 deferred tax expense for the same period in 2002. The current tax
expense increased in both periods of 2003 compared to 2002 due to the complete
utilization of the life insurance company's net operating losses.
Income from operations before income taxes for the second quarter of 2003 was
$652,312 compared to $596,026 for the same period in 2002. For the first half of
2003 income from operations before income taxes was $1,443,452 compared to
$1,199,509 for the same period in 2002. The increase for both periods was
primarily due to the decrease in the claims expense on the group dental
insurance described above.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the potential loss resulting from adverse changes in the
value of financial instruments, either derivative or non-derivative, caused by
fluctuations in interest rates, foreign exchange rates, commodity prices, and
equity security prices. We handle market risks in accordance with our
established policies. We did not have financial instruments to manage and reduce
the impact of changes in interest rates at June 30, 2003 and December 31, 2002.
We held various financial instruments at June 30, 2003 and 2002, consisting of
financial assets reported in our Consolidated Balance Sheets.
Interest Rate Risk - We are subject to interest rate risk through the investment
in fixed maturity securities, such as U.S. Government and Government Agency
securities and other investment grade bonds. The fair market value of long-term,
fixed-interest rate debt is subject to interest rate risk. Generally, the fair
value of fixed-interest rate debt will increase as interest rates fall and will
decrease as interest rates rise. The estimated fair value of our fixed maturity
securities at June 30, 2003 and December 31, 2002 was $14,459,606 and
$12,401,507, respectively.
-9-
Based on testing at December 31, 2002, a one percentage point increase would
result in a decrease in the estimated fair value of fixed maturity securities of
$338,000. Initial fair values were determined using the current rates at which
we could enter into comparable financial instruments with similar remaining
maturities. The estimated earnings and cash flows impact for the first six
months of 2003 resulting from a one percentage point increase in interest rates
would be immaterial, holding other variables constant.
Foreign-Exchange Rate Risk - We currently have no exposure to foreign-exchange
rate risk because all of our financial instruments are denominated in U.S.
dollars.
Commodity Price Risk - We have no financial instruments subject to commodity
price risk.
Equity Security Price Risk - Equity securities at June 30, 2003 totaled
$198,711, or only 1.0% of total investments and cash on a consolidated basis.
The preceding discussion of estimated fair value of our financial instruments
and the sensitivity analyses resulting from hypothetical changes in interest
rates are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements reflect our current
expectations and involve uncertainties. These forward-looking market risk
disclosures are selective in nature and only address the potential impact from
financial instruments. They do not include other potential effects which could
impact our business as a result of changes in interest rates, foreign-exchange
rates, commodity prices, or equity security prices.
4. Internal Control and Procedures
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's reports
pursuant to the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to the Company's management, including its Chief Executive Officer and its Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurances of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.
Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures, as
that term is defined in Rule 13a-14(c) under the Securities Exchange Act of
1934, as amended. Based on this evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that the Company's disclosure controls
and procedures are effective in timely alerting the Company's Chief Executive
Officer and Chief Financial Officer to material information required to be
disclosed in the periodic reports filed with the SEC.
In addition, the Company's Chief Executive Officer and Chief Financial Officer
have reviewed the Company's internal controls, and there have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect those controls subsequent to the date of the last
evaluation.
-10-
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
On November 5, 2001, the Board of Directors of the Company and BNL Equity
Corporation approved a settlement in the class action case of Myra Jo Pearson,
Paul Pearson and James Stilwell v. BNL Equity Corporation (Formerly Known as
United Arkansas Corporation), BNL Financial Corporation (Formerly Known as
United Iowa Corporation), and certain Officers of the Company, in Pulaski County
Circuit Court, Third Division, No. 96-4971. The settlement, which was approved
by the Pulaski County Circuit Court and the Arkansas Insurance Commissioner
January 28, 2002, and was subject to various conditions, including the approvals
by any other applicable regulatory authorities and conditioned upon compliance
with federal and state securities laws. As of December 31, 2002, all requisite
approvals have been received.
As part of the settlement agreement, the Company is in the process of issuing
and exchanging its bonds in the principal amount of $1.50 for each share of
common stock of BNL owned by the members of the Class. The bonds will be for a
term of twelve years, effective December 15, 2002, with principal payable at
maturity and shall bear interest at the rate of 6% per annum payable annually
from the previous fiscal year's earnings of BNL. If any interest payment is not
made, it will be added to the principal and paid at maturity. The bonds shall be
fully callable and redeemable at par at any time by BNL.
The Company has reflected the settlement provisions in the June 30, 2003 and
December 31, 2002 financial statements as recorded contingencies to the extent
bonds have not yet been issued. These are reflected on the Balance Sheet as
contingent long-term liabilities of $4,141,006 and contingent treasury stock of
$4,269,404 and has no effect on the Statement of Cash Flows. The settlement
included a provision for paying Class Counsel collectively the single sum of
$575,000 for all legal fees, costs and expenses which was paid in December 2002.
Item 2. Changes in Securities.
None of the rights of the holders of any of the Company's securities were
materially modified during the period covered by this report. In addition, no
class of securities of the Company was issued or modified which materially
limited or qualified any class of its registered securities.
Item 3. Defaults Upon Senior Securities.
During the period covered by this report there was no material default in the
payment of any principal, interest, sinking or purchase fund installment, or any
other material default not cured within 30 days with respect to any indebtedness
of the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting of Shareholders was held on May 20, 2003 in Des
Moines, Iowa. At the annual meeting, the following individuals were elected to
the Company's Board of Directors. The number of shares voted for each director
is set forth next to his name.
Wayne E. Ahart 11,435,572 Eugene A. Cernan 11,430,991 James A. Mullins 11,436,073
C. Donald Byrd 11,434,570 Hayden Fry 11,432,869 C. James McCormick 11,434,471
Kenneth Tobey 11,436,073 John Greig 11,435,572 Robert R. Rigler 11,434,471
Barry N. Shamas 11,436,073 Roy Keppy 11,434,471 Chris Schenkel 11,429,389
Cecil Alexander 11,436,073 Roy Ledbetter 11,436,073 L. Stanley Schoelerman 11,433,871
Richard Barclay 11,436,073 John E. Miller 11,436,073 Orville Sweet 11,434,471
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A total of 26,504 shares were withheld from all directors. The shareholders also
ratified the selection of Smith, Carney & Co. p.c. as the Company' independent
auditor for the fiscal year 2003. 11,416,981 shares were voted in favor of
ratifying such selection of independent auditor, 10,596 were voted against, and
34,889 shares abstained from voting on the matter.
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 10-Q.
None
(b) Reports on Form 8-K.
The Company did not file a Form 8-K during the period covered by this document.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BNL FINANCIAL CORPORATION
(Registrant)
/s/ Wayne E. Ahart
Date: August 14, 2003 ____________________________________
By: Wayne E. Ahart, Chairman of the Board
(Chief Executive Officer)
/s/ Barry N. Shamas
Date: August 14, 2003 ____________________________________
By: Barry N. Shamas, Executive V.P.
(Chief Financial Officer)
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================================================================================
14
Certifications
I, Wayne E. Ahart, certify that:
1. I have reviewed this quarterly report on Form 10-Q of BNL Financial
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: August 14, 2003
/S/ Wayne E. Ahart
-----------------------
Wayne E. Ahart
Chairman of the Board
-13-
I, Barry N. Shamas, certify that:
1. I have reviewed this quarterly report on Form 10-Q of BNL Financial
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: August 14, 2003
/s/ Barry N. Shamas
-----------------------
Barry N. Shamas
Chief Financial Officer
-14-
Exhibit 99.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF BNL FINANCIAL CORPORATION
PURSUANT TO 18 U.S.C. ss. 1350
In connection with the accompanying report on Form 10-Q for the period ending
June 30, 2003 and filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Wayne E. Ahart, Chief Executive Officer of BNL
Financial Corporation, hereby certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13 (a) or 15
(d) of the Securities Exchange Act of 1934; and
2. The information contained in this Report fairly presents, in all
material respects the financial condition and results of operations of
the Company.
/s/ Wayne E. Ahart
- -----------------------
Wayne E. Ahart
Chief Executive Officer
August 14, 2003
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Exhibit 99.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
OF BNL FINANCIAL CORPORATION
PURSUANT TO 18 U.S.C. ss. 1350
In connection with the accompanying report on Form 10-Q for the period ending
June 30, 2003 and filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Barry N. Shamas, Chief Financial Officer of BNL
Financial Corporation, hereby certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13 (a) or 15
(d) of the Securities Exchange Act of 1934; and
2. The information contained in this Report fairly presents, in all
material respects the financial condition and results of operations of
the Company.
/s/ Barry N. Shamas
- -----------------------
Barry N. Shamas
Chief Financial Officer
August 14, 2003
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