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)
Registrants 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 | 3 |
Consolidated Balance Sheets | 4 |
Consolidated Statements of Shareholders' Equity | 5 |
Consolidated Statements of Cash Flows | 6 |
Notes to Financial Statements | 7 |
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
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.
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 Shareholders 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 Companys 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 Companys consolidated financial position, it remains managements opinion, based on information presently available, that the ultimate resolution of these matters will not have a material impact on the Companys 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
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 Companys 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 insureds 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 Companys 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 years 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 Companys 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 & Poors 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 Companys 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 Companys 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.
14
The Companys 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 Companys investment portfolio consists of readily marketable securities, which can be sold for cash.
The Companys 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 Companys financial condition and operating results. However, the Company maintains a catastrophe reinsurance program to limit the effect of such catastrophic events on the Companys 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 Companys 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 Companys 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 Companys fixed maturity portfolio are interest rate risk, prepayment risk, and default risk. The primary risk related to the Companys equity portfolio is equity price risk. There have been no material changes to the Companys market risk for the six months ended June 30, 2003. For further information reference is made to the Companys 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.
15
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
16
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
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 registrants 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 registrants 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 registrants 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 registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants 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