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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

Commission File Number: 0-18649

THE NATIONAL SECURITY GROUP, INC.
(Exact name of registrant as specified in its charter)

   
Delaware 63-1020300
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

661 East Davis Street, Elba, Alabama 36323
(Address and Zip code of principal executive offices)

Registrant’s telephone number, including area code (334) 897-2273

Not Applicable
(Former name, address, and former fiscal year, if changed since last report)

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 ( )

Number of Shares of Common Stock outstanding as of August 8, 2003: 2,466,600

Exhibit index is located on page 16.

Page 1 of 21 pages






1


THE NATIONAL SECURITY GROUP, INC

INDEX

                                                                                                     Page No.
PART I. FINANCIAL INFORMATION
           Item 1. Financial Statements
                      Consolidated Statements of Income
                      Consolidated Balance Sheets
                      Consolidated Statements of Shareholders' Equity
                      Consolidated Statements of Cash Flows
                      Notes to Financial Statements
                      Accountant's Review Report 10 

           Item 2. Management's Discussion and Analysis of Financial Condition and
                        Results of Operations 11 

           Item 3. Market Risk Disclosures
15 

           Item 4. Controls and Procedures
15 

PART II. FINANCIAL INFORMATION

           Item 6. Exhibits and Reports on Form 8-K
16 

SIGNATURE
17 

Certifications
18 

2


Part I. FINANCIAL INFORMATION

Item 1. Financial Statements
THE NATIONAL SECURITY GROUP, INC.

CONSOLIDATED UNAUDITED STATEMENTS OF INCOME
(In thousands, except per share amounts)

   Three Months
Ended June 30
Six Months
Ended June 30
  2003 2002 2003 2002
Revenues                      
Net insurance premiums earned     $ 12,025   $ 8,063   $ 21,952   $ 15,306  

Net investment income
      1,183     1,152     2,242     2,212  
Realized investment gains       595     454     661     678  
Other Income       333     272     666     520  




  Total Revenues       14,136     9,941     25,521     18,716  




Benefits and Expenses    
Policyholder benefits and settlement expenses       7,531     6,180     13,583     11,004  
Policy acquisition costs       2,350     1,904     4,486     3,487  
General insurance expenses       1,764     1,513     3,335     3,002  
Insurance taxes, licenses and fees       570     369     1,014     712  




   Total benefits and expense       12,215     9,966     22,418     18,205  




Income Before Income Taxes       1,921     (25 )   3,103     511  
Income Taxes (Current and deferred)       590     (114 )   990     105  




Income Before Equity in Income of Affiliate    $ 1,331   $ 89   $ 2,113   $ 406  




Equity in Income (Loss) of Affiliate       (5 )   9     (17 )   36  




   Net Income     $ 1,326   $ 98   $ 2,096   $ 442  




Earnings per share     $ 0.54   0.04   $ 0.85   $ 0.18  




Dividends Declared per Share     0.205   $ 0.200   $ 0.410   $ 0.400  




The Notes to Financial Statements are an integral part of these statements.

3


THE NATIONAL SECURITY GROUP, INC.

CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amount)

As of
June 30,
2003

As of
December 31,
2002

(Unaudited)
Assets            
Investments:  
   Debt Securities held-to-maturity at amortized cost  
      (estimated fair value: 2003 - $21,155; 2002 - $20,267)   $ 21,042   $ 19,380  
   Debt Securities available-for-sale at estimated fair value  
      (cost: 2003 - $43,065; 2002 - $41,219)    45,677    43,013  
   Equity Securities, at market  
      (cost: 2003 - $11,994 ; 2002 - $11,091)    20,740    18,681  
Note receivable from affiliate    263    625  
Mortgage loans    275    281  
Investment real estate, at cost    1,572    1,581  
Policy loans    736    710  
Investment in affiliate    896    914  
Short-term investments    5,187    2,998  


 Total investments    96,388    88,183  


Cash and cash equivalents    743    805  
Accrued investment income    905    1,010  
Reinsurance recoverable    1,917    1,699  
Deferred policy acquisition costs    6,015    5,243  
Prepaid reinsurance premiums    355    343  
Other assets    4,688    4,319  


 Total assets     111,011    101,602  


Liabilities   
Policy liabilities and accruals-Life Insurance    24,038    22,858  
Policy liabilities and accruals-Property and Casualty Insurance    12,482    11,865  
Unearned premiums    12,936    10,331  
Checks outstanding in excess of bank balance    4,560    2,445  
Other policyholder funds    1,538    1,527  
Notes payable    3,223    3,380  
Current income tax payable    855    233  
Deferred income tax    3,033    2,501  
Other liabilities    3,530    4,303  


Total liabilities     66,195    59,443  


Shareholders' Equity   
Common stock, $1 par value, 2,466,600 shares outstanding    2,467    2,467  
Additional paid in capital    4,951    4,951  
Accumulated comprehensive income:  
   Net unrealized appreciation on investment securities    8,543    6,971  
Retained Earnings    28,855    27,770  


   Total shareholders' equity     44,816    42,159  


   Total liabilities and shareholder's equity     111,011    101,602  


Shareholders' Equity per Share     18.17    17.09  


The Notes to the Financial Statements are an integral part of these statements.

4


THE NATIONAL SECURITY GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except per share amounts)

  Total Retained
Earnings
Accumulated
Other
Comprehensive
Income
Common
Stock
Paid-in
Capital
           
Balance at December 31, 2001     $ 44,884   $ 28,848   $ 8,618   $ 2,467   $ 4,951  
Comprehensive Loss  
   Net Income for 2002       908     908                    
   Other comprehensive loss (net of tax)  
      Unrealized loss on securities, net of  
      reclassification adjustment       (1,647 )         (1,647 )            
 
         
Total Comprehensive Loss    (739 )                        

Cash dividends    (1,986 )  (1,986 )                  





Balance at December 31, 2002   $ 42,159   $ 27,770   $ 6,971   $ 2,467   $ 4,951  

Comprehensive Income
  
Net Income six months ended 6/30/2003    2,096    2,096                    
Other comprehensive income (net of tax)  
      Unrealized gain on securities, net of  
      reclassification adjustment       1,572         1,572               

Total Comprehensive Income    3,668                          

Cash dividends    (1,011 )   (1,011 )                  





Balance at June 30, 2003 (Unaudited)   $ 44,816   $ 28,855   $ 8,543   $ 2,467   $ 4,951  





The Notes to the Financial Statements are an integral part of these statements.

5


THE NATIONAL SECURITY GROUP, INC.

CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
(In thousands)

Six Months
Ended June 30,
2003
2002
Cash Flows from Operating Activities            
  Income from continuing operations   $ 2,096   $ 442  
  Adjustments to reconcile income from continuing operations to net cash  
    provided by (used in) operating activities:  
    Accrued investment income    105    (128 )
    Reinsurance receivables    (218 )  1,199  
    Deferred Policy acquisition costs    (772 )  (644 )
    Income Taxes    1,154    (799 )
    Depreciation expense    (191 )  (73 )
    Policy liabilities and claims    4,402    2,856  
    Other, net    (722 )  (4,158 )


      Net cash provided by (used in) operating activities    5,854    (1,305 )


Cash Flows from Investing Activities  
    Cost of investments acquired    (26,123 )  (7,545 )
    Sale and maturity of investments    19,490    5,396  
    Purchase of property and equipment    (241 )  (91 )


     Net cash used in investing activities    (6,874 )  (2,240 )


Cash Flows from Financing Activities  
    Change in other policyholder funds    11    (3 )
    Change in notes payable    (157 )  1,406  
    Dividends paid    (1,011 )  (987 )
    Change in checks outstanding in excess of bank balances    2,115    540  


      Net cash provided by financing activities    958    956  


Net change in cash and cash equivalents    (62 )  (2,589 )
Cash and cash equivalents, beginning of period    805    3,391  


Cash and cash equivalents, end of period   $ 743   $ 802  


The Notes to the Financial Statements are an integral part of these statements.

6


THE NATIONAL SECURITY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1-Basis of Presentation

The consolidated unaudited financial statements have been prepared in conformity with generally accepted accounting principles. The interim financial statements include all adjustments necessary, in the opinion of management, for fair statement of financial position, results of operations and cash flows for the periods reported. These adjustments are all normal recurring adjustments. A summary of the more significant accounting policies are set forth in the notes to the audited consolidated financial statements for the year ended December 31, 2002.

The accompanying consolidated unaudited financial statements include the accounts of The National Security Group, Inc. (the Company) and its wholly owned subsidiaries: National Security Insurance Company (NSIC), National Security Fire and Casualty Company (NSFC) and Natsco, Inc. (Natsco). NSFC includes a wholly owned subsidiary, Omega One Insurance Company.

The accompanying consolidated unaudited financial statements also include an investment in affiliate, which consists of a fifty percent interest in The Mobile Attic, Inc. The Mobile Attic, Inc. is a portable storage leasing company which began operations in 2001. The Company accounts for this investment using the equity method.

Note 2-Reinsurance

National Security Fire and Casualty Company (“NSFC”), Omega One Insurance Company (“OMEGA”), and National Security Insurance Company (“NSIC”) wholly owned subsidiaries of the Company, reinsure certain portions of insurance risk, which exceed various retention limits. NSFC, OMEGA, and NSIC are liable for these amounts in the event assuming companies are unable to meet their obligations.

Note 3-Calculation of Earnings Per Share

Earnings per share were based on net income divided by the weighted average common shares outstanding. The weighted average number of shares outstanding for the period ending June 30, 2003 was 2,466,600 and for the period ending June 30, 2002 was 2,466,600.

Note 4-Changes in Shareholder’s Equity (in thousands)

During the six months ended June 30, 2003 and 2002, there were no changes in shareholders’ equity except for net income of $2,096 and $442 respectively; dividends paid of $1,011 and $987 respectively; and unrealized investment gains (losses), net of applicable taxes, of $1,572 and $(996) respectively.

7


THE NATIONAL SECURITY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS
(Continued)

Note 5 — Deferred Taxes

The tax effect of significant temporary differences representing deferred tax assets and liabilities are as follows:
(in thousands)

June 30,
2003

January 1,
2003

Deferred policy acquisition costs      (2,045 )  (1,782 )
Policy liabilities    244    279  
Unearned premiums    855    645  
Claims liabilities    370    309  
General insurance expenses    819    799  
Unrealized gains on securities available-for-sale    (3,276 )  (2,751 )


Net deferred tax liability    (3,033 )  (2,501 )


Deferred taxes are determined based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of the enacted tax laws.

Note 6-Contingencies

Litigation

The Company and its subsidiaries continue to be named as parties to litigation related to the conduct of their insurance operations. These suits involve alleged breaches of contracts, torts, including bad faith and fraud claims based on alleged wrongful or fraudulent acts of agents of the Company’s subsidiaries, and miscellaneous other causes of action. Most of these lawsuits include claims for punitive damages in addition to other specified relief.

In two separately filed actions, NSIC is named as a defendant in purported class actions relating to the past sale of industrial burial insurance. The actions address whether the premiums charged were “excessive” relative to the benefit provided and whether the premiums charged were in any manner discriminatory relative to the race of the person insured. In addition, several individual actions on behalf of specifically named persons have been filed with similar allegations. These actions are in the initial phases and little discovery has been undertaken and no class has been certified. While the cases entail separate and distinguishable facts, the legal issues are similar to the issues pending in numerous other actions currently pending nationwide against numerous insurers. While NSIC did at one time sell industrial burial insurance, no such plans have been sold for several decades.

The company establishes and maintains reserves on contingent liabilities to the extent losses are probable and amounts are estimable. In many instances, however, it is not feasible to predict the ultimate outcome with any degree of accuracy. While a resolution of these matters may significantly impact consolidated earnings and the Company’s consolidated financial position, it remains management’s opinion, based on information presently available, that the ultimate resolution of these matters will not have a material impact on the Company’s consolidated financial position. However, it should be noted that instances of class action lawsuits against insurance companies appear to be increasing in several states in which insurance subsidiaries of the company operate.

8


THE NATIONAL SECURITY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS
(Continued)

Note 6-Contingencies (continued)

Financial Guarantee

At March 31, 2003, the Company guaranteed the $5 million balance on the line of credit of its affiliate, Mobile Attic, Inc. The Mobile Attic used the proceeds from this borrowing to acquire portable storage units which are leased to building contractors, retail establishments, and individual consumers through a network of independently operated dealerships currently located in Alabama and Florida. With the additional borrowing the Mobile Attic was able to further expand operations by granting additional independently operated dealerships throughout the Southeastern United States.

On May 29, 2003, the Company guaranteed an additional $6 million line of credit, of which the proceeds are intended to be used for further expansion of operations through the acquisition of additional portable storage units. At June 30, 2003 The Mobile Attic had $1.6 million in available capacity on existing lines of credit. This available capacity, along with internally generated cash flow, is expected to fund expansion plans through mid fourth quarter 2003.

Under the terms of the guarantee agreement, The Company will receive compensation from Mobile Attic of 150 basis points on the average outstanding monthly balance of the credit line. Mobile Attic will pay interest to the lender quarterly and convert the credit line to a term note at the end of the two-year draw down period

The Company is currently working on additional permanent financing consisting of capital contributions and debt financing within Mobile Attic. Details of the plan are still being finalized, but it is expected that The Company will assume a larger ownership percentage of Mobile Attic (in the range of 80% to 90%) in the process.

Note 7-Reclassifications of Held-To-Maturity Securities to Available-For-Sale Securities

During the first quarter of 2003 the Company transferred certain corporate bonds from the SFAS 115 classification of held-to-maturity to available-for-sale. This decision was made due to circumstances considered by the Company to be both unusual and nonrecurring, which could not have been reasonably anticipated. With interest rates at four decade lows and corporate bond spreads extremely tight relative to Treasuries, the Company intends to sell certain (primarily corporate) bonds which were previously held in the SFAS 115 classification of held-to-maturity. The proceeds of these bonds will be reinvested primarily in agency securities and in the process raise the overall credit quality of the portfolio.

The net carrying amount of the securities transferred was $9,833,295 and unrealized gains (net of tax) on these securities totaled $466,759 at March 31, 2003.

9


ACCOUNTANTS’ REVIEW REPORT

Board of DirectorsThe
National Security Group, Inc.
Elba, Alabama

We have reviewed the accompanying consolidated balance sheet of The National Security Group, Inc. and subsidiaries as of June 30, 2003, the related consolidated statements of income for the six months and three months ended June 30, 2003 and 2002, and the related consolidated statements of shareholders´ equity and cash flows for the six months ended June 30, 2003 and 2002. These consolidated financial statements are the responsibility of the Company´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 and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepting auditing standards, the objective of which is an 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 the consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of The National Security Group, Inc. and subsidiaries as of December 31, 2002, and the related consolidated statements of income, shareholders´ equity and cash flows for the year then ended (not presented herein); and in our report dated February 26, 2003, we expresses an unqualified opinion on those consolidated 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.


/s/Barfield, Murphy, Shank & Smith, P.C.

August 13, 2003

10


Item 2.

MANAGEMENTS’ DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

The following discussion addresses the financial condition of The National Security Group, Inc. as of June 30, 2003, compared with December 31, 2002 and its results of operations and cash flows for the quarter ending June 30, 2003, compared with the same period last year.

The reader is assumed to have access to the Company’s 2002 Annual Report. This discussion should be read in conjunction with the Annual Report and with consolidated financial statements on pages 3 through 6 of this form 10-Q.

Information is presented in whole dollars.

CONSOLIDATED RESULTS OF OPERATIONS

Premium revenues:

Premium revenue of the Company is generated by three wholly owned subsidiaries, National Security Insurance Company (NSIC), National Security Fire & Casualty Company (NSFC), and Omega One Insurance Company (Omega). NSIC is a life, accident and health insurance company. NSFC and Omega write property and casualty lines of insurance, primarily dwelling fire, homeowners, and private passenger auto.

The following table sets forth premium revenue by major line of business for the six months ended June 30, 2003 compared to the same period last year:

Six months ended June 30, Percent
2003 2002 increase(decrease)
Life, accident and health operations:                  
Traditional life insurance   $ 2,257,236   $ 2,171,353   3.96 %  
Accident and health insurance    623,774    555,229   12.35 %  
Other    562    772   -27.20 %  


     Total life, accident and health    2,881,572    2,727,354   5.65 %  
Property and Casualty operations:  
Dwelling fire & extended coverage    8,774,122    6,025,095   45.63 %  
Homeowners (Including mobile homeowners)    6,883,146    2,955,637   132.88 %  
Ocean marine    883,780    752,562   17.44 %  
Other liability    387,958    281,651   37.74 %  
Private passenger auto liability    1,793,154    1,666,756   7.58 %  
Commercial auto liability    327,012    323,031   1.23 %  
Auto physical damage    1,461,517    1,396,371   4.67 %  
Reinsurance premium ceded    (1,439,913 )  (822,434 ) 75.08 %  


     Total property and casualty    19,070,776    12,578,669   51.61 %  


Total earned premium revenue   $ 21,952,348   $ 15,306,023   43.42 %  


11


The Company posted the highest premium revenue in the quarter and first six months in Company history. Premium revenue for the six-month period ended June 30, 2003 was $21.9 million compared to $15.3 million for the same period last year. The previous Company record for premium revenue in the first six months of a year was $15.8 million in 1987.

Premium revenue in the life insurance subsidiary, NSIC accounts for 13% of total premium income of the Company. NSIC has two primary methods of distribution of insurance products, employee agents and independent agents. Employee agents primarily consist of home service agents that sell policies and collect premium primarily in the insured’s home. Premium production from home service agents is down 6% compared to last year. Changing demographics has necessitated a need to diversify to alternative means of distribution. In an effort to increase production of new business and penetrate markets in states outside of Alabama, NSIC began appointing independent agents in 1998. Independent agents now account for over 90% of all new business production in NSIC. Gross premium revenue produced by independent agents was up 38% in the first six months of 2003 compared to the same period last year.

Premium revenue in NSIC consists of traditional life insurance products and supplemental accident and health products. As set forth in the preceding table, traditional life insurance premium revenue increased nearly 4% in the first six months of 2003 compared to the same period last year. Accident and health insurance premium revenue increased 12.35%. Increased sales of lump sum cancer and critical illness health products through independent agents are the primary factors contributing to the increase in NSIC premium revenue.

Premium revenue in the property/casualty insurance subsidiaries continued to grow with an increase of 51.61% in the first six months of 2003 compared to the same period last year. Dwelling fire insurance premium, which accounts for 46.0% of total property/casualty premium revenue, increased 45.63%. Homeowners insurance premium increased 132.88%. Increased marketing efforts, modernization of product lines including increases in policy limits, decreased competition in several markets, and rate increases implemented in several states are the primary contributing factors to the increase in dwelling property premium revenue. The remaining primary lines of insurance contributing to the increased growth in property/casualty premium revenue are automobile liability and physical damage. In the year 2000 the property/casualty subsidiaries began a non-standard auto program in Alabama with a monthly premium payment option. The program was expanded into Mississippi in the fourth quarter of 2001. This program was acquired through the acquisition on Liberty Southern Insurance Company of Mobile, Alabama. This non-standard auto program is the primary contributor to the increase in automobile premium revenue.

Due to adverse underwriting results in 2002, the Company has aggressively monitored rates on several insurance programs in several states. In an effort to improve underwriting results, the Company increased homeowners rates by an average of 18% in Alabama, 15% in Georgia, and 14% in Mississippi in the first six months of 2003. The Company is currently evaluating underwriting results in several private passenger auto programs as well as remaining dwelling programs, with rate adjustments slated to take affect during the third and fourth quarters of 2003.

Net investment income:

Net investment income is up slightly for the year to date compared to last year despite record low market interest rates. Increased cash flow from insurance operations due to increased premium production has lead to a significant increase in invested assets in the first six months of 2003. Even though market interest rates are at historical lows, the increase in invested assets has helped offset the decline in the rates, and has kept overall investment income in line with prior year.

With interest rates at four-decade lows, the Company is generally limiting new investments in fixed maturity investments to shorter maturities (generally seven years or less). This strategy will lead to an overall decrease in market yields, but will allow the Company to reinvest more quickly at higher rates once interest rates begin to rise.

12


Realized capital gains and losses:

The Company’s investment committee will sell positions in the portfolio when market conditions warrant, producing realized capital gains and/or losses. This periodic selling of securities can produce significant fluctuations in realized capital gains from period to period.

In previous year’s results, realized capital gains have been generated primarily from the sale of common stock investments from the insurance subsidiaries investment portfolio. However, with market interest rates at multi-decade lows and corporate bond spreads narrowing relative to Treasury bonds, the Company’s investment committee has elected to sell certain, primarily corporate, bonds from the investment portfolio. The sale of these bonds generated realized capital gains of over $482,000 in the first six months of 2003. The proceeds of the sale of these securities were primarily reinvested in government agency bonds with average maturities of less than seven years. Total realized capital gains are down $17,000 compared to the second quarter of last year.

Other income:

Other income is up $146,000 compared to last year. Other income primarily consists of billing fees from the non-standard monthly pay automobile programs in Alabama and Mississippi.

Policyholder benefits and settlement expenses:

Policyholder benefits and settlement expenses increased $2,579,000, but as a percent of earned premium decreased compared to last year, 61.8% versus 71.9%. Property and casualty underwriting results were much improved even though catastrophe related windstorm and tornado losses incurred in May of 2003 increased incurred losses by $1,028,000.

Policy acquisition costs:

Policy acquisition costs are up $999,000 compared to last year, an increase of 29%. However, as a percentage of premium earned, policy acquisition costs are virtually unchanged from last year. Policy acquisition costs consist primarily of insurance sales commissions paid to independent agents.

General insurance expenses:

General expenses as a percent of earned premium were 15.2% in the second quarter of 2003 compared to 19.6% in the second quarter of 2002. The Company is realizing greater efficiencies through economies of scale with the increase in premium revenue. This trend is expected to continue throughout 2003.

Insurance taxes, licenses, and fees:

Insurance taxes, licenses and fees have increased with premium revenue in 2003, but as a percent of premium revenue are virtually unchanged compared to 2002.

Equity in (loss) income of Affiliate:

Equity in the income of a 50% owned affiliate, The Mobile Attic, Inc., had a net loss of $17,000 in the first six months of 2003, compared to net income of $36,000 in the first six months of 2002. The Mobile Attic, through a network of independent dealers, is in the business of leasing portable storage units to construction companies, retail establishments, and household customers. Earnings of Mobile Attic are seasonal with over 50% of 2003 projected revenues coming in the last four months of the year. Revenues are lowest in the first and second quarters. Second quarter of 2002 results was higher than 2003 due to increased dealer-licensing fees.

13


Summary:

The Company has a year to date net income of $2,096,000 versus net income of $442,000 in 2002. Increased premium volume and increased economies of scale in home office operations, along with much improved property and casualty underwriting results are the most significant factors contributing to the increase in earnings.

Investments:

Investments at June 30, 2003 were up $8.2 million compared to December 31, 2002, an increase of more than 9%. Net cash flow from insurance operations increased $5.8 million in the first six months of 2003. This increase in cash flow from insurance operations is a major contributing factor to the increase in invested assets. The other major factor contributing to the increase in invested assets was an increase in market value of equity securities of over $2.0 million, which occurred during the second quarter.

The Company considers any fixed income investment with a Standard & Poor’s rating of BB+ or lower to be below investment grade (Commonly referred to as “Junk Bonds”). At June 30, 2003 less than 1% of the Company’s investment portfolio was invested in fixed income investments rated below investment grade. The Company currently has no bonds in the investment portfolio in default.

The Company monitors its level of investments in debt and equity securities held in issuers of below investment grade debt securities. Management believes the level of such investments is not significant to the Company’s financial condition.

Income taxes:

The effective tax rate in the first six months of 2003 was 31.9% compared to 20.5% for the first six months of 2002. Generally the property/casualty subsidiaries pay a higher effective tax rate due to several factors, including, but not limited to, a tax on 20% of unearned premiums, the discounting of loss reserves for federal income tax purposes, and tax on a portion of income from otherwise “tax-free” bonds. A higher percentage of earnings from property/casualty operations compared to life insurance operations generally lead to a higher effective tax rate.

Liquidity and capital resources:

At June 30, 2003, the Company had aggregate equity capital, unrealized investment gains (net of income taxes) and retained earnings of $44.8 million, up $2.7 million compared to December 31, 2002. The increase reflects net income of $2,096,000, an increase in accumulated unrealized investment gains of $1,572,000, and dividends paid of $1,011,000.

The Company has $3.2 million in notes from local banks which management intends to repay over the next five years.

The Company had $743,000 in cash and cash equivalents at June 30, 2003. Net cash provided by operating activities was $5,854,000 for the current period, compared to net cash used of $1,305,000 for the period ended June 30, 2002. Cash used in investing activities was $6,874,000. Cash dividends paid to stockholders’ of $1,011,000 and the change in checks outstanding in excess of bank balances of $2,115,000 were the primary changes in cash provided by financing activities.

The liquidity requirements of the Company are primarily met by funds provided from operations of the life insurance and property/casualty subsidiaries. The Company receives funds from its subsidiaries consisting of dividends, payments for federal income taxes, and reimbursement of expenses incurred at the corporate level for the subsidiaries. These funds are used to pay stockholder dividends, corporate interest, corporate administrative expenses, federal income taxes, and for funding investments in subsidiaries.

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The Company’s subsidiaries require cash in order to fund policy acquisition costs, claims, other policy benefits, interest expense, general expenses, and dividends to the Company. Premium and investment income, as well as maturities, calls, and sales of invested assets, provide the primary sources of cash for both subsidiaries. A significant portion of the Company’s investment portfolio consists of readily marketable securities, which can be sold for cash.

The Company’s business is concentrated primarily in the Southeastern United States. Accordingly, unusually severe storms or other disasters in the Southeastern United States might have a more significant effect on the Company than on a more geographically diversified insurance company. Unusually severe storms, other natural disasters and other events could have an adverse impact on the Company’s financial condition and operating results. However, the Company maintains a catastrophe reinsurance program to limit the effect of such catastrophic events on the Company’s financial condition.

Information about Forward-Looking Statements

Any statement contained in this report which is not a historical fact, or which might otherwise be considered an opinion or projection concerning the Company or its business, whether expressed or implied, is meant as and should be considered a forward-looking statement as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions and opinions concerning a variety of known and unknown risks, including but not limited to changes in market conditions, natural disasters and other catastrophic events, increased competition, changes in availability and cost of reinsurance, changes in governmental regulations, technological changes, political and legal contingencies and general economic conditions, as well as other risks and uncertainties more completely described in the Company’s filings with the Securities and Exchange Commission. If any of these assumptions or opinions prove incorrect, any forward-looking statements made on the basis of such assumptions or opinions may also prove materially incorrect in one or more respects and may cause future results to differ materially from those contemplated, projected, estimated or budgeted in such forward-looking statements.

Item 3. Market Risk Disclosures

The Company’s primary objectives in managing its investment portfolio are to maximize investment income and total investment returns while minimizing overall credit risk. Investment strategies are developed based on many factors including changes in interest rates, overall market conditions, underwriting results, regulatory requirements, and tax position. Investment decisions are made by management and reviewed and approved by the Board of Directors. Market risk represents the potential for loss due to adverse changes in fair value of securities. The three potential risks related to the Company’s fixed maturity portfolio are interest rate risk, prepayment risk, and default risk. The primary risk related to the Company’s equity portfolio is equity price risk. There have been no material changes to the Company’s market risk for the six months ended June 30, 2003. For further information reference is made to the Company’s Form 10-K for the year ended December 31, 2002.

Item 4. Controls and Procedures

Company management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.

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Part II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

a. Exhibits

11.     Computation of Earnings Per Share Filed Herewith, See Note 3 to Consolidated Financial Statements

31.1     Certification Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2     Certification Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certification Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2     Certification Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

b.     Reports on Form 8-K during the quarter ended June 30, 2003

   NONE

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned duly authorized officer, on its behalf and in the capacity indicated.

The National Security Group, Inc.

/s/William L. Brunson, Jr.
/s/Brian R, McLeod
William L. Brunson, Jr.
President and Chief Executive Officer

Dated: August 14, 2003
Brian R. McLeod
Treasurer and Chief Financial Officer





17


The National Security Group, Inc.
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, William L. Brunson, Jr. certify that:

1.     I have reviewed this quarterly report on Form 10-Q of The National Security Group, Inc.;

2.     Based on my knowledge, this 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 report;

3.     Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

c)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant´s most recent fiscal quarter (the registrant´s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant´s internal control over financial reporting; and

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2003

/s/William L. Brunson, Jr.   

William L. Brunson, Jr.
Chief Executive Officer

18


The National Security Group, Inc.
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Brian R. McLeod certify that:

1.     I have reviewed this quarterly report on Form 10-Q of The National Security Group, Inc.;

2.     Based on my knowledge, this 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 report;

3.     Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

c)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b).     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2003

/s/Brian R. McLeod   

Brian R. McLeod, CPA
Chief Financial Officer

19


The National Security Group, Inc.
CERTIFICATION PURSUANT TO
SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

I, William L. Brunson, Jr. certify that:

  1.  The periodic report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2.  Information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Date: August 14, 2003

/s/William L. Brunson, Jr.   

William L. Brunson, Jr.
Chief Executive Officer

20


The National Security Group, Inc.
CERTIFICATION PURSUANT TO
SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

I, Brian R. McLeod certify that:

  1.  The periodic report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2.  Information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Date: August 14, 2003

/s/Brian R. McLeod   

Brian R. McLeod, CPA
Chief Financial Officer

21