FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Quarterly Report Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002
Commission File Number 2-39729
COTTON STATES LIFE INSURANCE COMPANY
------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-0830929
------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
244 Perimeter Center Parkway, N.E., Atlanta, Georgia 30346
---------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 391-8600
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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 twelve months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to the filing
requirements for at least the past 90 days.
YES X NO
----- -----
Indicate by check mark whether the registrant is an accelerated Filer (as
defined in Rule 126.2 of the Exchange Act).
YES NO X
----- -----
The Registrant as of September 30, 2002, has 6,339,837 shares of common stock
outstanding.
COTTON STATES LIFE INSURANCE COMPANY
FORM 10-Q
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Independent Accountants' Review Report........................... 1
Consolidated Condensed Balance Sheets as of
September 30, 2002 and December 31, 2001......................... 2
Consolidated Condensed Statements of Earnings for the
Three Months and Nine Months Ended September 30, 2002 and 2001... 3
Consolidated Condensed Statements of Cash Flows for the
Nine Months Ended September 30, 2002 and 2001.................... 4
Consolidated Condensed Statements of Comprehensive Income for the
Three Months and Nine Months Ended September 30, 2002 and 2001... 5
Notes to Unaudited Consolidated Condensed Financial Statements... 6
Item 2. Management's Discussion and Analysis of Consolidated Condensed
Financial Condition and Results of Operations.................... 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk....... 19
Item 4. Controls and Procedures.......................................... 20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................ 21
Item 2. Changes in Securities and Use of Proceeds........................ 21
Item 3. Defaults Upon Senior Securities.................................. 21
Item 4. Submission of Matters to a Vote of Security Holders.............. 21
Item 5. Other Information................................................ 21
Item 6. Exhibits and Reports on Form 8-K................................. 21
SIGNATURES................................................................ 21
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
COTTON STATES LIFE INSURANCE COMPANY:
We have reviewed the accompanying consolidated condensed balance sheet of Cotton
States Life Insurance Company and subsidiaries as of September 30, 2002, and the
related consolidated condensed statements of earnings and comprehensive income
for the three-month period ended September 30, 2002, and the consolidated
condensed statement of cash flows for the nine-month period ended September 30,
2002. These financial statements are the responsibility of the Company's
management. The consolidated condensed balance sheet as of June 30, 2002, and
the related consolidated condensed statements of earnings, comprehensive income
and cash flows for the six-month period ended June 30, 2002 were reviewed by
other accountants whose report (dated August 6, 2002) stated that they were not
aware of any material modifications that should be made to those statements for
them to be in conformity with accounting principles generally accepted in the
United States. The consolidated condensed balance sheet as of September 30,
2001, and the related consolidated condensed statements of earnings and
comprehensive income for the three-month and nine-month periods ended September
30, 2001 and the consolidated condensed statement of cash flows for the
nine-month period ended September 30, 2001 were reviewed by other accountants
whose report (dated November 10, 2001) stated that they were not aware of any
material modifications that should be made to those statements for them to be in
conformity with accounting principles generally accepted in the United States.
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 making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, which will be
performed for the full year with the objective of expressing 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 accompanying condensed consolidated financial statements at
September 30, 2002, and for the three-month and nine-month periods then ended
for them to be in conformity with accounting principles generally accepted in
the United States.
/s/ Ernst & Young LLP
Atlanta, Georgia
November 7, 2002
1
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
COTTON STATES LIFE INSURANCE COMPANY
Consolidated Condensed Balance Sheets
September 30, 2002 and December 31, 2001
2002 2001
------------ ------------
(unaudited)
ASSETS
Investments
Fixed maturities, held for investment, at
amortized cost (fair value $9,340,401
in 2002 and $11,960,104 in 2001) $ 9,048,898 11,552,200
Fixed maturities, available for sale, at
fair value (amortized cost $144,676,027
in 2002 and $130,303,801 in 2001) 151,964,209 131,964,810
Equity securities, at fair value (cost
$3,485,053 in 2002 and $3,673,660 in 2001) 2,342,288 3,471,722
First mortgage loans on real estate 1,285,360 1,671,989
Policy loans 10,251,703 9,661,247
Other invested assets 1,000,000 1,000,000
------------ ------------
TOTAL INVESTMENTS 175,892,458 159,321,968
Cash and cash equivalents 13,207,330 13,187,601
Accrued investment income 2,353,305 2,592,977
Premiums receivable 3,701,977 3,298,052
Reinsurance receivable 3,967,525 4,233,046
Deferred policy acquisition costs 56,267,830 51,660,808
Other assets 397,607 485,886
------------ ------------
$255,788,032 234,780,338
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Policy liabilities and accruals:
Future policy benefits $156,999,960 145,737,310
Policy and contract claims 2,647,076 2,196,620
Federal income taxes 10,782,183 8,537,875
Other liabilities 7,437,559 7,774,011
------------ ------------
TOTAL LIABILITIES 177,866,778 164,245,816
------------ ------------
Shareholders' equity:
Common Stock 6,754,504 6,754,504
Additional paid-in capital 1,539,882 1,496,417
Accumulated other comprehensive income 3,439,562 818,720
Retained earnings 70,228,629 65,746,656
Less:
Unearned compensation-restricted stock (656,881) (858,781)
Treasury stock, at cost, (414,667
shares in 2002 and 419,076 in 2001) (3,384,442) (3,422,994)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 77,921,254 70,534,522
------------ ------------
$255,788,032 234,780,338
============ ===========
See accompanying notes to unaudited consolidated condensed financial statements.
2
COTTON STATES LIFE INSURANCE COMPANY
Unaudited Consolidated Condensed Statements of Earnings
Three Months and Nine Months ended September 30, 2002 and 2001
Three months ended Nine months ended
September 30, September 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenue:
Premiums $ 8,060,634 7,562,016 23,734,944 21,736,166
Investment income 2,642,930 2,688,540 7,541,903 7,803,511
Realized investment gains (losses) 385,106 (68,355) 493,257 20,592
Brokerage commissions 1,204,326 1,131,290 3,337,429 3,131,016
------------ ------------ ------------ ------------
TOTAL REVENUE 12,292,996 11,313,491 35,107,533 32,691,285
------------ ------------ ------------ ------------
Benefits and expenses:
Benefits and claims 5,091,847 4,229,667 14,076,802 12,729,482
Interest credited 1,498,770 1,400,313 4,461,837 4,033,462
Amortization of policy acquisition costs 652,203 1,237,720 2,582,937 3,360,064
Operating expenses 2,213,285 1,882,923 6,635,810 6,117,328
------------ ------------ ------------ ------------
TOTAL BENEFITS AND EXPENSE 9,456,105 8,750,623 27,757,386 26,240,336
------------ ------------ ------------ ------------
Income before income tax expense 2,836,891 2,562,868 7,350,147 6,450,949
Income tax expense 814,817 596,830 2,103,187 1,762,737
------------ ------------ ------------ ------------
NET INCOME $ 2,022,074 1,966,038 5,246,960 4,688,212
============ ============ ============ ============
Basic income per share of common stock $ 0.32 0.31 0.83 0.74
============ ============ ============ ============
Diluted income per share of common stock $ 0.31 0.30 0.81 0.72
============ ============ ============ ============
Weighted average number of shares
used in computing income per share
Basic 6,339,837 6,344,580 6,338,426 6,345,142
============ ============ ============ ============
Diluted 6,495,878 6,517,431 6,495,919 6,524,821
============ ============ ============ ============
Cash dividends per share $ 0.04 0.04 0.12 0.12
============ ============ ============ ============
See accompanying notes to unaudited consolidated condensed financial statements.
3
COTTON STATES LIFE INSURANCE COMPANY
Unaudited Consolidated Condensed Statements of Cash Flows
Nine months ended September 30, 2002 and 2001
2002 2001
------------ ------------
Cash flows from operating activities:
Net income $ 5,246,960 4,688,212
Adjustments to reconcile net income to net
cash provided from operating activities:
Increase in policy liabilities and accruals 11,713,106 9,870,577
(Increase) in deferred policy acquisition costs (5,079,168) (3,860,542)
Increase in liability for income taxes 678,188 187,446
(Increase) in amounts receivable and
amounts due from reinsurers (138,404) (1,148,433)
(Decrease) increase in amounts due affiliate (338,121) 196,757
Other, net 397,496 505,564
------------ ------------
Net cash provided from operating activities 12,480,057 10,439,581
------------ ------------
Cash flows from investing activities:
Purchase of fixed maturities available for sale (79,207,253) (58,360,699)
Purchase of equity securities (1,256,257) (1,741,807)
Sale of fixed maturities held for investment 450,000 --
Sale of fixed maturities available for sale 55,784,264 40,888,338
Sale of equity securities 1,444,863 1,682,703
Proceeds from maturities of fixed
maturities held for investment 2,000,000 2,500,000
Proceeds from maturity and redemption of fixed
maturities held for sale 9,322,348 4,436,718
Principal collected on first mortgage loans 386,629 301,184
Net increase in policy loans (590,456) (627,203)
Other, net (84,265) (103,761)
------------ ------------
Net cash used in investing activities (11,750,127) (11,024,527)
------------ ------------
Cash flows from financing activities:
Cash dividends paid (764,980) (764,331)
Purchase of treasury stock (10,453) (86,830)
Stock issued under executive compensation plans 65,232 --
------------ ------------
Net cash used by financing activities (710,201) (851,161)
------------ ------------
Net increase (decrease) in cash and cash equivalents: 19,729 (1,436,106)
Cash and cash equivalents:
Beginning of period 13,187,601 6,437,904
------------ ------------
End of period $ 13,207,330 5,001,798
============ ============
See accompanying notes to unaudited consolidated condensed financial statements.
4
COTTON STATES LIFE INSURANCE COMPANY
Unaudited Consolidated Condensed Statements of Comprehensive Income
Three Months and Nine Months ended September 30, 2002 and 2001
Three months ended Nine months ended
September 30, September 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Net income $ 2,022,074 1,966,038 5,246,960 4,688,212
Other comprehensive income before tax:
Change in fair value of securities
available for sale 4,678,011 3,599,550 4,707,457 4,913,339
Reclassification adjustment for realized
(gains) losses included in net income (385,106) 68,355 (493,257) (20,592)
------------ ------------ ------------ ------------
TOTAL OTHER COMPREHENSIVE INCOME
BEFORE TAX 4,292,905 3,667,905 4,214,200 4,892,747
Income tax expense related to
items of other comprehensive income 1,589,258 1,422,295 1,593,358 1,884,220
------------ ------------ ------------ ------------
Other comprehensive income
net of tax 2,703,647 2,245,610 2,620,842 3,008,527
------------ ------------ ------------ ------------
TOTAL COMPREHENSIVE INCOME $ 4,725,721 4,211,648 7,867,802 7,696,739
============ ============ ============ ============
See accompanying notes to unaudited consolidated condensed financial statements.
5
COTTON STATES LIFE INSURANCE COMPANY
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated condensed financial statements include the
accounts of Cotton States Life Insurance Company and its wholly owned
subsidiaries CSI Brokerage Services, Inc., and CS Marketing Resources, Inc.
Significant intercompany transactions and balances are eliminated in the
consolidation.
The consolidated condensed financial statements for the three months and nine
months ended September 30, 2002 are unaudited and have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations. These consolidated condensed financial statements should be
read in conjunction with the audited consolidated financial statements and
footnotes included in the Company's annual report on Form 10-K for the year
ended December 31, 2001.
In the opinion of management, all adjustments and reclassifications necessary to
present fairly the financial position and the results of operations and cash
flows for the interim periods have been made. All such adjustments are of a
normal and recurring nature. The results of operations for any interim period
are not necessarily indicative of the results of operations that the Company may
achieve for the entire year.
NOTE 2 - ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business Combinations." SFAS No. 141 requires that the purchase method of
accounting be used for all business combinations with a closing date after June
30, 2001. This statement eliminates the pooling-of-interest method of accounting
for business combinations. SFAS No.141 also includes guidance on the initial
recognition and measurement of goodwill and other intangible assets in a
business combination. The Financial Accounting Standards Board has also issued
SFAS No. 142 "Goodwill and Other Intangible Assets" which supersedes Opinion 17
"Intangible Assets," and is effective for fiscal years beginning after December
15, 2001. SFAS No. 142 addresses how goodwill and other intangible assets should
be accounted for in financial statements upon acquisition and how these items
should be accounted for subsequent to acquisition. The Company's adoption of
SFAS Nos. 141 and 142 did not affect the Company's results of operations or
financial position.
The Financial Accounting Standards Board also issued SFAS No. 143 "Accounting
for Asset Retirement Obligations," which is effective for fiscal years beginning
after June 15, 2002, with early adoption encouraged. SFAS 143 applies to legal
obligations associated with the retirement of long-lived assets that result from
the acquisition, construction, development and (or) the normal operation of a
long-lived asset, except for certain obligations of lessees. The adoption of
SFAS No. 143 did not affect the Company's results of operations or financial
position.
6
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
The Financial Accounting Standards Board also issued SFAS No. 144 "Accounting
for the Impairment or Disposal of Long-Lived Assets" which supercedes SFAS No.
121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," and the accounting and reporting provisions of APB
Opinion No. 30 "Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," and is effective for fiscal years beginning
after December 15, 2001. SFAS No.144 establishes a single accounting model for
the disposal of long-lived assets. The adoption of SFAS No.144 did not affect
the Company's results of operations or financial position.
The Financial Accounting Standards Board also issued SFAS No. 145 "Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections," which is effective for financial statements issued after
May 15, 2002. The adoption of SFAS No. 145 did not affect the Company's results
of operations or financial position.
In July 2002, the Financial Accounting Standards Board issued SFAS No. 146
"Accounting for Costs Associated with Exit or Disposal Activities," which is to
be applied prospectively to exit or disposal activities initiated after December
31, 2002. The adoption of SFAS No. 146 did not affect the Company's results of
operations or financial position.
In October 2002, the Financial Accounting Standards Board issued SFAS No. 147
"Acquisitions of Certain Financial Institutions," which is effective October 1,
2002. The adoption of SFAS No. 147 did not affect the Company's results of
operations or financial position.
NOTE 3 - BUSINESS SEGMENTS
The Company's operations include the following three major segments,
differentiated primarily by their respective methods of distribution and the
nature of related products: individual life insurance, guaranteed and simplified
issue life insurance, and brokerage operations. The Company's operations in each
segment are concentrated within its southeastern state geographic market.
Individual life insurance products are distributed through the Company's
multi-line exclusive agents, guaranteed and simplified issue products are
distributed through independent agents as well as exclusive agents, and
brokerage operations all involve third party products distributed through the
Company's exclusive and independent agents. Investment income is allocated to
the individual life insurance and guaranteed and simplified issue life insurance
segments based on their respective average future policy benefit reserves.
Investment income for the brokerage operations segment is determined directly by
each subsidiary's investment portfolio.
7
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Total revenue and net income by business segment are as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
(Dollars in thousands) (Dollars in thousands)
2002 2001 2002 2001
---------- ---------- ---------- ----------
Individual life insurance:
Premiums $ 4,941 4,872 14,512 14,027
Investment income 2,377 2,488 6,816 7,195
Realized investment gains (losses) 348 (63) 446 19
---------- ---------- ---------- ----------
Total revenue $ 7,666 7,297 21,774 21,241
========== ========== ========== ==========
Net income $ 1,355 1,318 3,418 2,839
========== ========== ========== ==========
Guaranteed and simplified issue
life insurance:
Premiums $ 3,120 2,690 9,223 7,709
Investment income 261 191 711 567
Realized investment gains (losses) 37 (6) 47 1
---------- ---------- ---------- ----------
Total revenue $ 3,418 2,875 9,981 8,277
========== ========== ========== ==========
Net income $ 51 64 177 307
========== ========== ========== ==========
Brokerage:
Commission income $ 1,204 1,131 3,337 3,131
Investment income 5 10 15 42
---------- ---------- ---------- ----------
Total revenue $ 1,209 1,141 3,352 3,173
========== ========== ========== ==========
Net income $ 616 584 1,652 1,542
========== ========== ========== ==========
Total revenue $ 12,293 11,313 35,107 32,691
========== ========== ========== ==========
Total net income $ 2,022 1,966 5,247 4,688
========== ========== ========== ==========
NOTE 4 - LEGAL PROCEEDINGS
The Company is a defendant in various actions incidental to the conduct of its
business. The Company intends to vigorously defend the litigation and while the
ultimate outcome of these matters cannot be estimated with certainty, management
does not believe the actions will result in any material loss to the Company.
8
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
The Company has reached partial settlement of a $900,000 reinsurance policy law
suit initiated by the Company in the third quarter of 2001. To date, the Company
has received $475,000 and continues to seek additional recoveries through
already existing legal channels. The remaining amount outstanding is included in
Reinsurance receivable on the consolidated condensed balanced sheet.
NOTE 5 - INCOME TAXES
The Company accounts for income taxes using the asset and liability method
prescribed by SFAS No. 109, Accounting for Income Taxes. Under the asset and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities, and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which these temporary differences are expected to be recovered or settled. Under
SFAS No. 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.
Income tax expense recognized by the Company in any one year is impacted by the
extent to which the Company qualifies for the small life company deduction. The
small life company deduction is 60% of life insurance company taxable income up
to a maximum taxable income of $3 million. This deduction is phased out on
taxable income above $3 million up to and including a maximum of $15 million. To
the extent, if any, that the Company's taxable income exceeds $3 million, its
effective Federal income tax rate will increase.
NOTE 6 - TREASURY STOCK
For the nine months ended September 30, 2002 the Company has purchased 1000
shares of it's common stock which is held in treasury. For the same period, the
Company issued out of treasury 5,409 shares of common stock in accordance with a
restricted stock performance award.
There were no changes in the Company's capital structure for the three months
ended September 30, 2002.
9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED CONDENSED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Statements made in the following discussion that state the Company's or
management's intentions, hopes, beliefs, expectations or predictions of the
future are forward-looking statements. Without limiting the foregoing,
forward-looking statements include statements which represent the Company's
beliefs concerning future levels of sales and redemption of the Company's
products, investment spreads and yields, the earnings and profitability of the
Company's activities, and the sufficiency of the Company's cash flows for
liquidity purposes.
Forward-looking statements are necessarily based on estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control
and many of which are subject to change. These uncertainties and contingencies
could cause actual results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company. Whether or not
actual results differ materially from forward-looking statements may depend on
numerous foreseeable and unforeseeable developments. Some may be national in
scope, such as general economic conditions, changes in tax law and changes in
interest rates. Some may be related to the insurance industry generally, such as
pricing competition, regulatory developments and industry consolidation. Others
may relate to the Company specifically, such as credit, volatility and other
risks associated with the Company's investment portfolio. Investors are also
directed to consider other risks and uncertainties discussed in Form 10-K filed
by the Company with the Securities and Exchange Commission. If the Company's
assumptions and estimates are incorrect or do not come to fruition, or if the
Company does not achieve all of these key factors, then the Company's actual
performance could differ materially from the forward-looking statements made
herein. The Company disclaims any obligation to update forward-looking
information.
RESULTS OF OPERATIONS
Three Months Ended
September 30,
(Dollars in thousands)
Increase
PREMIUMS 2002 2001 (Decrease)
------ ------ ----------
Guaranteed and simplified
issue life insurance $3,120 2,690 16%
Individual life insurance:
Traditional life 1,800 1,657 9%
Universal life 3,141 3,215 (2%)
------ ------
Total individual life insurance 4,941 4,872 1%
------ ------
TOTAL PREMIUMS $8,061 7,562 7%
====== ======
10
Nine Months Ended
September 30,
(Dollars in thousands)
Premiums 2002 2001 Increase
-------- -------- --------
Guaranteed and simplified
issue life insurance $ 9,223 7,709 20%
Individual life insurance:
Traditional life 5,167 4,807 7%
Universal life 9,345 9,220 1%
-------- --------
Total individual life insurance 14,512 14,027 3%
-------- --------
TOTAL PREMIUMS $ 23,735 21,736 9%
======== ========
Guaranteed and simplified issue life insurance premiums continued to show
significant growth as a result of higher production by the independent agency
force which had approximately 4,200 agents under contract at September 30, 2002.
This product is also distributed by the Company's multi-line exclusive agents
and is available for purchase over the Internet at the Company's home page.
Individual life insurance products are principally sold by the Company's
exclusive agent producers. Growth in individual life premiums largely reflects
the popularity of annual renewable term and universal life payroll deduction
products. The exclusive agency force of 271 as of September 30, 2002 increased
5% compared to the same date last year.
INVESTMENT INCOME AND REALIZED GAINS AND LOSSES
Investment income decreased 2% for the third quarter of fiscal 2002 as compared
the third quarter of fiscal 2001 and decreased 3% compared to the first nine
months of 2001. This decrease was primarily a result of a decrease in the
annualized average yield to 6.0% compared to 6.7% for the first nine months of
2001, which occurred as a result of lower interest rates.
During 2002 the Company sold a security out of its held-to-maturity portfolio
due to evidence of a significant deterioration in the issuer's creditworthiness.
At the time of sale the security had an amortized cost of $499,768. The Company
realized a loss of $49,768 on the transaction.
During the second quarter of 2002 the Company realized a pre-tax investment loss
of $850,000 from the write-down of the carrying value of a WorldCom, Inc. debt
security. This write-down was the result of the Company determining that an
other-than-temporary impairment had occurred. This debt security was
subsequently disposed of in the third quarter of 2002.
During the third quarter of 2002 the Company realized a pre-tax investment loss
of $120,000 from the write-down of the carrying value of Intel common stock.
This write-down was the result of the Company determining that an
other-than-temporary impairment had occurred.
The Company has procedures in place to monitor all debt and equity securities
for possible other-than-temporary impairments. Securities are tracked comparing
both unrealized losses as a percentage of original cost and length of time the
security has been below a predetermined percentage of cost. Monthly discussions
are held with Company's investment managers to gather information and
documentation as to their outlook for future recovery of the securities making
the Company's "watch list". As of September 30, 2002 there were no other debt or
equity securities whose unrealized losses would be deemed to be
other-than-temporary impairments.
11
BROKERAGE COMMISSIONS
Exclusive agents also sell products that the Cotton States Group does not
underwrite (both life and property and casualty). Property and casualty business
lines, principally non-standard auto, continue to show strong growth with
commissions increasing 17% for the first nine months of 2002 compared to the
first nine months of 2001 and 19% for the third quarter of fiscal 2002 compared
to the third quarter of fiscal 2001, and met management expectations for the
quarter. This was partially offset by lower than expected override commissions
on multi-peril Federal crop insurance and mobile home insurance.
BENEFITS AND CLAIMS
Life benefits and claims, including reserve increases on traditional life and
guaranteed and simplified issue products are as follows:
Three Months Ended
September 30,
(Dollars in Thousands)
2002 2001
---- ----
Benefits and % of Benefits and % of
Benefits and Claims Claims Premium Claims Premium
Guaranteed and
simplified issue $2,421 78% 2,016 75%
Individual life insurance
Traditional life $1,298 72% 1,391 84%
Universal life 1,373 44% 823 26%
------ ------
Total individual life insurance 2,671 54% 2,214 45%
------ ------
TOTAL BENEFITS AND CLAIMS $5,092 63% 4,230 56%
====== ======
Nine Months Ended
September 30,
(Dollars in Thousands)
2002 2001
---- ----
Benefits and % of Benefits and % of
Benefits and Claims Claims Premium Claims Premium
Guaranteed and $ 7,012 76% 5,599 73%
simplified issue
Individual life insurance
Traditional life 3,571 69% 3,876 81%
Universal life 3,494 37% 3,254 35%
------- -------
Total individual life insurance 7,065 49% 7,130 51%
------- -------
TOTAL BENEFITS AND CLAIMS $14,077 59% 12,729 59%
======= =======
12
Benefits and claims as a percentage of premium fluctuate within a normal range
reflecting volatility in mortality, changes in mix of business, and age of
policyholders. Guaranteed and simplified issue experience in 2002 and 2001 is
more indicative of the Company's expectations as the block of business matures.
Individual life insurance claims improved in 2002 and met management's
expectations for the three month and nine month periods. The first quarter of
2001 reflected an unusual increase in mortality. Due to the Company's small
size, quarterly fluctuations do and will occur. The Company offsets the effects
of annual mortality fluctuations by routinely purchasing annual aggregate stop
loss reinsurance coverage in excess of 120% of expected claims.
INTEREST CREDITED TO POLICYHOLDERS
Interest credited to universal life contracts increased 11% for the nine month
period ended September 30, 2002 and 7% for the quarter ended September 30, 2002,
reflecting strong growth in universal life policy accumulations. The annual
interest rate credited to universal life contract accumulations was 6.25% for
both the three month and nine month periods of 2002 and 2001. Effective October
1, 2002 the annual interest rate credited to policyholders changed to 5.75%
AMORTIZATION OF POLICY ACQUISITION COSTS AND OPERATING EXPENSES
The amortization of policy acquisition costs as a percentage of premiums was 11%
for the nine months ended September 30, 2002 and 8% for the three months ended
September 30, 2002 as compared to 15% for the nine months ended September 30,
2001 and 16% for the three months ended September 30, 2001. 2002 results are
within the Company's expected range of 12-14%. Amortization for the quarter
reflects better than expected mortality in the universal life line of business
and a decrease in the annual interest rate credited to policyholders. 2001
results were slightly higher than the Company's expected range due to higher
lapses in the traditional lines of business which reflected increased term rate
competition in the market place.
Operating expenses as a percentage of premiums were 28% for the first nine
months of 2002 and 2001. For the quarter, operating expenses as a percentage of
premium were 27% compared to 25% for the comparable period of 2001. The
Company's expectations for the fiscal year 2002 are between 28-31%.
INCOME TAX EXPENSE
The effective tax rate for the first nine months of 2002 was 29% compared to 27%
for the same period last year. For the three months ended September 30, 2002,
the effective tax rate was 29% compared to 23% for the comparable period of
2001. Increases in deferred acquisition costs and other temporary differences
which are taxed at 34% and do not reflect the impact of the small life company
deduction account for both the year-to-date and quarterly increases in the
effective tax rates. The effective tax rate is based on the estimated annual
rate.
13
NET INCOME
Three Months Ended
September 30,
(Dollars in Thousands)
Increase
NET INCOME 2002 2001 (Decrease)
------ ------ ----------
Guaranteed and
simplified issue $ 51 64 (20%)
------ ------
Individual life insurance:
Traditional 412 118 249%
Universal life 943 1,200 (21%)
------ ------
Total individual life insurance 1,355 1,318 3%
------ ------
Brokerage operations 616 584 5%
------ ------
Net Income $2,022 1,966 3%
====== ======
Nine Months Ended
September 30,
(Dollars in Thousands)
Increase
NET INCOME 2002 2001 (Decrease)
------ ------ ----------
Guaranteed and
simplified issue $ 177 307 (42%)
------ ------
Individual life insurance:
Traditional 1,127 404 179%
Universal life 2,291 2,435 (6%)
------ ------
Total individual life insurance 3,418 2,839 20%
------ ------
Brokerage operations 1,652 1,542 7%
------ ------
Net Income $5,247 4,688 12%
====== ======
Continued strong growth in premiums, mortality levels that met management's
expectations and showed improvement over the first nine months of 2001, and
better than expected amortization of deferred policy acquisition costs accounted
for the increase in net income for the first nine months of 2002. Net income for
the quarter ended September 30, 2002 compared to September 30, 2001 increased
modestly due to a slight decrease in investment income and, although they met
management's expectations, mortality levels that were higher than the third
quarter of 2001, offset in part by better than expected amortization of deferred
policy acquisition costs.
14
CRITICAL ACCOUNTING POLICIES
The accounting policies described below are those the Company considers critical
in preparing its consolidated financial statements. These polices include
significant estimates made by management using information available at the time
the estimates are made. However, as described below, these estimates could
change materially if different information or assumptions were used.
INSURANCE RELATED ASSETS AND LIABILITIES
The Company establishes an insurance related asset for deferred policy
acquisition costs, and insurance related liabilities for future policy benefits
and claims relating to its insurance policies under contract. Such assets and
liabilities are developed using actuarial principles and assumptions which
consider a number of factors, including: investment yields, withdrawal rates,
mortality and morbidity. The Company accounts for its traditional individual
life insurance policies using a net level premium method and assumptions as to
the factors enumerated above. Generally, the Company's earnings in any given
calendar year will not be impacted by differences in emerging experience on its
traditional individual business unless such differences are severe enough to
call into question the profitability of the entire block of traditional life
business.
The Company does, however, experience fluctuations in its earnings as a result
of current mortality experience differing from that expected in any given year.
For the nine months ended September 30, 2002 and 2001, the Company experienced
emerged mortality of 90% and 103% of amounts expected, respectively, related to
its traditional individual life insurance business. The Company routinely
purchases annual aggregate stop loss reinsurance coverage which limits
experience to 120% of expected mortality in any one year.
The Company accounts for its interest-sensitive and universal life insurance
polices and annuities under the provisions of SFAS No. 97, Accounting and
Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for
Realized Gains and Losses from the Sale of Investments. SFAS No. 97 requires the
remeasurement of the Company's deferred acquisition costs each period in a
manner that amortizes such deferred costs as a level percentage of actual
emerged profit over the expected gross profits.
Each period, the Company estimates the relevant factors, based primarily on its
emerging experience and uses this information to determine the assumptions
underlying its asset and liability calculations. An extensive degree of judgment
is used in this estimation process.
Any adjustments required to properly state insurance assets and liabilities are
charged or credited to benefit expense in the period in which the need for the
adjustment becomes known.
ACCOUNTING FOR INCOME TAXES
The Company accounts for income taxes using the asset and liability method
prescribed by SFAS No. 109, Accounting for Income Taxes. Under the asset and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities, and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which these temporary differences are expected to be recovered or settled. Under
SFAS No. 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.
15
Income tax expense recognized by the Company in any one year is impacted by the
extent to which the Company qualifies for the small life company deduction. The
small life company deduction is 60% of life insurance company taxable income up
to a maximum taxable income of $3 million. This deduction is phased out on
taxable income above $3 million up to and including a maximum of $15 million. To
the extent, if any, that the Company's taxable income exceeds $3 million, its
effective Federal income tax rate will increase.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business Combinations." SFAS No. 141 requires that the purchase method of
accounting be used for all business combinations with a closing date after June
30, 2001. This statement eliminates the pooling-of-interest method of accounting
for business combinations. SFAS No.141 also includes guidance on the initial
recognition and measurement of goodwill and other intangible assets in a
business combination. The Financial Accounting Standards Board has also issued
SFAS No. 142 "Goodwill and Other Intangible Assets" which supersedes Opinion 17
"Intangible Assets," and is effective for fiscal years beginning after December
15, 2001. SFAS No. 142 addresses how goodwill and other intangible assets should
be accounted for in financial statements upon acquisition and how these items
should be accounted for subsequent to acquisition. The Company's adoption of
SFAS Nos. 141 and 142 did not affect the Company's results of operations or
financial position.
The Financial Accounting Standards Board also issued SFAS No. 143 "Accounting
for Asset Retirement Obligations," which is effective for fiscal years beginning
after June 15, 2002, with early adoption encouraged. SFAS 143 applies to legal
obligations associated with the retirement of long-lived assets that result from
the acquisition, construction, development and (or) the normal operation of a
long-lived asset, except for certain obligations of lessees. The adoption of
SFAS No. 143 did not affect the Company's results of operations or Financial
position.
The Financial Accounting Standards Board also issued SFAS No. 144 "Accounting
for the Impairment or Disposal of Long-Lived Assets" which supercedes SFAS No.
121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," and the accounting and reporting provisions of APB
Opinion No. 30 "Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," and is effective for fiscal years beginning
after December 15, 2001. SFAS No.144 establishes a single accounting model for
the disposal of long-lived assets. The adoption of SFAS No.144 did not affect
the Company's results of operations or financial position.
The Financial Accounting Standards Board also issued SFAS No. 145 "Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections," which is effective for financial statements issued after
May 15, 2002. The adoption of SFAS No. 145 did not affect the Company's results
of operations or financial position.
In July 2002, the Financial Accounting Standards Board issued SFAS No. 146
"Accounting for Costs Associated with Exit or Disposal Activities," which is to
be applied prospectively to exit or disposal activities initiated after December
31, 2002. The adoption of SFAS No. 146 did not affect the Company's results of
operations or financial position.
In October 2002, the Financial Accounting Standards Board issued SFAS No. 147
"Acquisitions of Certain Financial Institutions," which is effective October 1,
2002. The adoption of SFAS No. 147 did not affect the Company's results of
operations or financial position.
16
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW
As of September 30, 2002 the Company's insurance operations generated positive
cash flows in excess of its immediate needs. Cash flows provided by operations
were $12.5 million in the first nine months of 2002 compared to $10.4 million
for the comparable period last year.
Operating cash flow is primarily used to purchase debt securities. The Company
received proceeds of $11.3 million from investment maturities and repayments in
2002, adding to available cash flows. Such proceeds were $6.9 million in 2001.
When market opportunities arise, the Company disposes of selected debt
securities available for sale to improve future investment yields and/or improve
duration matching of our assets and liabilities. Therefore, dispositions before
maturity can vary significantly from year to year. Proceeds from sales prior to
maturity were $56.2 million in 2002, and $40.9 million for the comparable period
of 2001.
The Company's principal financing activity is payment of dividends to the
Company's shareholders. Dividends are normally declared quarterly and must be
approved by the Board of Directors. Under regulatory requirements, the maximum
amount of dividends that may be paid in 2002 by the Company to its shareholders
without prior regulatory approval is approximately $3.0 million.
Other than noted above, the Company does not have any debt, lease obligations,
purchase obligations, lines of credit, guarantees, off-balance sheet
arrangements, trading activities involving non-exchange traded contracts
accounted for at fair value or relationships with persons or entities that
derive benefits from a non-independent relationship with the Company or the
Company's related parties.
LIQUIDITY
Liquidity pertains to a company's ability to meet the demand for cash
requirements of its business operations and financial obligations. The Company's
two sources of short-term liquidity include its positive cash flow from
operations and its portfolio of marketable securities as described above. The
Company believes that these sources are sufficient to meet its liquidity needs
for the next 12 months.
INVESTMENTS
Since December 31, 2001, there has not been a material change in mix or credit
quality of the Company's investment portfolio. All bond purchases have been
available for sale and over 87% of the holdings at September 30, 2002 and 92% in
2001 are rated "A" or better by Standard & Poor's Corporation. For all fixed
maturities, 13% in 2002 and 8% in 2001 are rated BBB. Ratings of BBB- and higher
are considered investment grade by the rating services. Due to continued
improvement in bond market conditions, the Company experienced an increase in
the fair value of bonds of approximately $3,713,000, net of deferred taxes, in
2002.
During 2002 the Company sold a security out of its held-to-maturity portfolio
due to evidence of a significant deterioration in the issuer's creditworthiness.
At the time of sale the security had an amortized cost of $499,768. The Company
realized a loss of $49,768 on the transaction.
17
MORTGAGE LOANS
The Company's mortgage loan policy limits the amounts of loans to no more than
80% of the value on residential loans and no more than 75% of the value on
commercial loans. The Company grants loans only to employees (excluding officers
and directors) and agents.
The geographic distribution of the loan portfolio is:
Book Value
Number of Loans ----------------------
--------------- (dollars in thousands)
September 30, December 31, September 30, December 31,
2002 2001 State 2002 2001
---- ---- ----- ------ ------
3 3 Alabama $ 135 $ 113
6 6 Florida 293 320
24 30 Georgia 857 1,239
---- ---- ------ ------
33 39 $1,285 $1,672
==== ==== ====== ======
Two loans representing $88,000 in principal are over 30 days delinquent. The
loan-to-value ratio on delinquent loans is 24%.
18
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CREDIT RISK
Credit risk is the risk that issuers of securities owned by the Company will
default, or other parties, including reinsurers, which owe the Company money,
will not pay. The Company attempts to minimize these risks by following a
conservative investment strategy and by contracting with reinsuring companies
that meet high standards for rating criteria and other qualifications. The
Company invests principally in government, governmental agency and high quality
corporate bonds having an A rating or better. The fixed maturity portfolio had
an average rating of Aa and Aa- as rated by Standard & Poor's Corporation at
September 30, 2002 and 2001, respectively.
INTEREST RATE RISK
Interest rate risk is the risk that interest rates will change and cause a
decrease in the value of an insurer's investments. The Company's fixed maturity
investments are subject to interest rate risk. The Company seeks to manage the
impact of interest rate fluctuation through cash flow modeling, which attempts
to match the maturity schedule of its assets with expected payout of its
liabilities. Liabilities for interest sensitive products are carried at full
account value. The fixed maturity portfolio at September 30, 2002 and September
30, 2001 had an effective duration of 4.4 years and 4.6 years, respectively.
The table below summarizes the Company's interest rate risk and shows the effect
of a hypothetical 100 basis point increase/decrease in interest rates on the
fair values of the fixed investment portfolio. The selection of 100 basis point
increases/decrease in interest rates should not be construed as a prediction by
the Company's management of future market events, but rather, to illustrate the
potential impact of such events. These calculations may not fully capture the
impact of the changes in the ratio of long-term rates to short-term rates.
Hypothetical
Estimated Fair Percentage
Value After Increase
Estimated Change Hypothetical (Decrease) In
Estimated Value in Interest Rates Change in Shareholders'
September 30, 2002 (bp-Basis Points) Interest Rates Equity
------------------ ----------------- -------------- -------------
(dollars in thousands)
Fixed Maturities - Held
for Investment $ 9,340 100 bp decrease 9,396 N/A
100 bp increase 9,285 N/A
Fixed Maturities - Available $151,964 100 bp decrease 158,027 7.8%
for Sale 100 bp increase 145,840 (7.9)%
19
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. The Company's Chief
Executive Officer and Chief Accounting Officer have evaluated the
effectiveness of the Company's disclosure controls and procedures (as such
term is defined in Rules 13a-14(c) and 15 d-14(c) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") as of a date within
90 days prior to the filing date of this quarterly report (the "Evaluation
Date"). Based on such evaluation, such officers have concluded that, as of
the Evaluation Date, the Company's disclosure controls and procedures are
effective in alerting them on a timely basis to material information
relating to the Company (including the Company's consolidated subsidiaries)
required to be included in the Company's reports filed or submitted under
the Exchange Act.
(b) Changes in Internal Controls. Since the Evaluation Date, there have not
been any significant changes in the Company's internal controls or in other
factors that could significantly affect such controls.
20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a defendant in various actions incidental to the conduct of its
business. The Company intends to vigorously defend the litigation and while the
ultimate outcome of these matters cannot be estimated with certainty, management
does not believe the actions will result in any material loss to the Company.
The Company has reached partial settlement of a $900,000 reinsurance policy law
suit initiated by the Company in the third quarter of 2001. To date, the Company
has received $475,000 and continues to seek additional recoveries through
already existing legal channels. The remaining amount outstanding is included in
Reinsurance receivable on the consolidated condensed balanced sheet.
Item 2. Changes in Securities and Use of Proceeds
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
The Company filed a report on Form 8-K on August 22, 2002 relating to the
change in its certifying accountant to Ernst & Young LLP for the year
ending December 31, 2002.
Exhibit 11 - Statement re: Computation of Per Share Earnings
Exhibit 15 - Letter Regarding Unaudited Interim Financial Information
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COTTON STATES LIFE INSURANCE COMPANY
REGISTRANT
Date: 11/12/02 /s/ J. Ridley Howard
-------- -------------------------------------------------
J. Ridley Howard, Chairman
President and Chief Executive Officer
Date: 11/12/02 /s/ William J. Barlow
-------- -------------------------------------------------
William J. Barlow
Vice President of Finance and Assistant Treasurer
21
CERTIFICATION PURSUANT TO REGISTRANTS
FILING UNDER SECTION 13(A) OR 15(D) OF THE SECURITIES AND EXCHANGE ACT
I, J. Ridley Howard, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cotton States Life
Insurance Company;
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;
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: 11/12/02
/S/ J. Ridley Howard
-----------------------------
J. Ridley Howard, Chairman
President and Chief Executive Officer
CERTIFICATION PURSUANT TO REGISTRANTS
FILING UNDER SECTION 13(A) OR 15(D) OF THE SECURITIES AND EXCHANGE ACT
I, William J. Barlow, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cotton States Life
Insurance Company
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
statement 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 control 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 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;
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: 11/12/02
/S/ William J. Barlow
-----------------------------
William J. Barlow
Vice President of Finance