UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the Quarterly Period Ended March 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File Number 001-11462
DELPHI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware (302) 478-5142 13-3427277
-------------------------- ------------------------- --------------------------------
(State or other jurisdiction of (Registrant's telephone number, (I.R.S. Employer Identification
incorporation or organization) including area code) Number)
1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, Delaware 19899
----------------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
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 filing requirements
for the past 90 days:
Yes X No ____
-----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes X No ____
-----
As of April 30, 2003, the Registrant had 17,405,436 shares of Class A Common
Stock and 3,038,905 shares of Class B Common Stock outstanding.
DELPHI FINANCIAL GROUP, INC.
FORM 10-Q
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND OTHER INFORMATION
Page
----
PART I. FINANCIAL INFORMATION (UNAUDITED)
Consolidated Statements of Income for the Three
Months Ended March 31, 2003 and 2002.................................. 3
Consolidated Balance Sheets at March 31, 2003 and
December 31, 2002..................................................... 4
Consolidated Statements of Shareholders' Equity for the
Three Months Ended March 31, 2003 and 2002............................ 5
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2003 and 2002............................ 6
Notes to Consolidated Financial Statements................................ 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations................................... 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................. 16
Signatures................................................................ 16
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.. 17
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PART I. FINANCIAL INFORMATION
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Three Months Ended
March 31,
----------------------
2003 2002
--------- --------
Revenue:
Premium and fee income ................................ $171,761 $156,827
Net investment income ................................. 45,705 41,064
Net realized investment gains ......................... 1,215 95
-------- --------
218,681 197,986
-------- --------
Benefits and expenses:
Benefits, claims and interest credited to policyholders 130,414 120,533
Commissions ........................................... 11,989 9,847
Amortization of cost of business acquired ............. 12,337 10,449
Other operating expenses .............................. 28,706 25,325
-------- --------
183,446 166,154
-------- --------
Operating income .................................. 35,235 31,832
Interest expense:
Corporate debt ........................................ 2,269 2,528
Dividends on Capital Securities of Delphi Funding L.L.C 839 839
-------- --------
3,108 3,367
-------- --------
Income before income tax expense .................. 32,127 28,465
Income tax expense ..................................... 9,631 8,895
-------- --------
Net income ........................................ $ 22,496 $ 19,570
======== ========
Basic results per share of common stock:
Net income ............................................ $ 1.08 $ 0.95
Diluted results per share of common stock:
Net income ............................................ $ 1.06 $ 0.93
Dividends paid per share of common stock ............... $ 0.08 $ 0.07
See notes to consolidated financial statements.
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DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
March 31, December 31,
2003 2002
------------ -----------
Assets:
Investments:
Fixed maturity securities, available for sale ....................... $ 2,467,674 $ 2,495,629
Short-term investments .............................................. 215,549 204,890
Other investments ................................................... 217,684 115,532
----------- -----------
2,900,907 2,816,051
Cash ................................................................... 53,160 27,669
Cost of business acquired .............................................. 177,427 168,110
Reinsurance receivables ................................................ 391,678 392,659
Goodwill ............................................................... 93,929 93,929
Other assets ........................................................... 184,282 163,371
Assets held in separate account ........................................ 74,026 73,153
----------- -----------
Total assets ........................................................ $ 3,875,409 $ 3,734,942
=========== ===========
Liabilities and Shareholders' Equity:
Future policy benefits:
Life ................................................................ $ 235,818 $ 229,743
Disability and accident ............................................. 403,860 390,717
Unpaid claims and claim expenses:
Life ................................................................ 45,080 40,627
Disability and accident ............................................. 178,215 175,271
Casualty ............................................................ 530,699 534,856
Policyholder account balances .......................................... 924,382 909,961
Corporate debt ......................................................... 128,133 118,139
Other liabilities and policyholder funds ............................... 637,834 554,890
Liabilities related to separate account ................................ 63,582 63,033
----------- -----------
Total liabilities ................................................... 3,147,603 3,017,237
----------- -----------
Company-obligated mandatorily redeemable Capital Securities of Delphi
Funding L.L.C. holding solely junior subordinated deferrable interest
debentures of the Company ........................................... 36,050 36,050
----------- -----------
Shareholders' equity:
Preferred Stock, $.01 par; 10,000,000 shares authorized ............. -- --
Class A Common Stock, $.01 par; 40,000,000 shares authorized;
18,948,958 and 18,927,855 shares issued and outstanding,
respectively ..................................................... 189 189
Class B Common Stock, $.01 par; 20,000,000 shares authorized;
3,194,905 shares issued and outstanding .......................... 32 32
Additional paid-in capital .......................................... 373,889 373,356
Accumulated other comprehensive income .............................. 26,205 30,003
Retained earnings ................................................... 350,419 329,574
Treasury stock, at cost; 1,706,690 and 1,505,290 shares of Class A
Common Stock, respectively ....................................... (58,978) (51,499)
----------- -----------
Total shareholders' equity ....................................... 691,756 681,655
----------- -----------
Total liabilities and shareholders' equity ..................... $ 3,875,409 $ 3,734,942
=========== ===========
See notes to consolidated financial statements.
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DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Accumulated
Class A Class B Additional Other
Common Common Paid-in Comprehensive Retained Treasury
Stock Stock Capital (Loss) Income Earnings Stock Total
--------- --------- --------- --------- --------- --------- ---------
Balance, January 1, 2002 ........ $ 178 $ 41 $ 369,385 $ (10,985) $ 274,874 $ (51,499) $ 581,994
---------
Net income ...................... -- -- -- -- 19,570 -- 19,570
Other comprehensive income:
Increase in net unrealized
depreciation on investments . -- -- -- (15,126) -- -- (15,126)
---------
Comprehensive income ............ -- -- -- -- -- -- 4,444
Issuance of stock and exercise of
stock options ................. 5 (4) 1,330 -- -- -- 1,331
Cash dividends .................. -- -- -- -- (1,431) -- (1,431)
--------- --------- --------- --------- --------- --------- ---------
Balance, March 31, 2002 ......... $ 183 $ 37 $ 370,715 $ (26,111) $ 293,013 $ (51,499) $ 586,338
========= ========= ========= ========= ========= ========= =========
Balance, January 1, 2003 ........ $ 189 $ 32 $ 373,356 $ 30,003 $ 329,574 $ (51,499) $ 681,655
Net income ...................... -- -- -- -- 22,496 -- 22,496
Other comprehensive income:
Decrease in net unrealized
appreciation on investments . -- -- -- (3,024) -- -- (3,024)
Increase in net unrealized
loss on cash flow hedge ..... -- -- -- (774) -- -- (774)
---------
Comprehensive income ............ -- -- -- -- -- -- 18,698
Issuance of stock and exercise of
stock options ................. -- -- 533 -- -- -- 533
Acquisition of treasury stock ... -- -- -- -- -- (7,479) (7,479)
Cash dividends .................. -- -- -- -- (1,651) -- (1,651)
--------- --------- --------- --------- --------- --------- ---------
Balance, March 31, 2003 ......... $ 189 $ 32 $ 373,889 $ 26,205 $ 350,419 $ (58,978) $ 691,756
========= ========= ========= ========= ========= ========= =========
See notes to consolidated financial statements.
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DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Three Months Ended
March 31,
----------------------
2003 2002
-------- --------
Operating activities:
Net income ......................................................... $ 22,496 $ 19,570
Adjustments to reconcile net income to net cash provided
by operating activities:
Change in policy liabilities and policyholder accounts ........... 60,689 63,065
Net change in reinsurance receivables and payables ............... 1,865 (2,347)
Amortization, principally the cost of business acquired and
investments ................................................... 5,353 6,033
Deferred costs of business acquired .............................. (22,860) (20,196)
Net realized gains on investments ................................ (1,215) (95)
Net change in trading account securities ......................... (3,422) 2,340
Net change in federal income tax liability ....................... 9,605 10,050
Other ............................................................ (31,191) (10,187)
--------- ---------
Net cash provided by operating activities ...................... 41,320 68,233
--------- ---------
Investing activities:
Purchases of investments and loans made ............................ (337,577) (277,965)
Sales of investments and receipts from repayment of loans .......... 286,852 173,516
Maturities of investments .......................................... 38,793 67,185
Net change in short-term investments ............................... (10,519) (69,537)
Change in deposit in separate account .............................. (324) (230)
--------- ---------
Net cash used by investing activities .......................... (22,775) (107,031)
--------- ---------
Financing activities:
Deposits to policyholder accounts .................................. 24,788 16,343
Withdrawals from policyholder accounts ............................. (19,245) (13,742)
Proceeds from issuance of common stock and exercise of stock options 533 1,331
Dividends paid on common stock ..................................... (1,651) (1,431)
Acquisition of treasury stock ...................................... (7,479) --
Borrowings under revolving credit facility ......................... 14,000 --
Principal payments under revolving credit facilities ............... (4,000) (5,000)
Change in liability for Federal Home Loan Bank advances ............ -- 25,000
Change in liability for securities loaned or sold under agreements
to repurchase .................................................... -- 18,162
--------- ---------
Net cash provided by financing activities ...................... 6,946 40,663
--------- ---------
Increase in cash ...................................................... 25,491 1,865
Cash at beginning of period ........................................... 27,669 11,682
--------- ---------
Cash at end of period .......................................... $ 53,160 $ 13,547
========= =========
See notes to consolidated financial statements.
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DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
The financial statements included herein were prepared in conformity with
accounting principles generally accepted in the United States ("GAAP") for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by GAAP for complete financial statements. Such
principles were applied on a basis consistent with that reflected in the
Company's report on Form 10-K for the year ended December 31, 2002. The
information furnished includes all adjustments and accruals of a normal
recurring nature which are, in the opinion of management, necessary for a fair
presentation of results for the interim periods. Operating results for the three
months ended March 31, 2003 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2003. For further information
refer to the consolidated financial statements and footnotes thereto included in
the Company's report on Form 10-K for the year ended December 31, 2002.
Capitalized terms used herein without definition have the meanings ascribed to
them in the Company's report on Form 10-K for the year ended December 31, 2002.
Stock Options. The Company accounts for stock options in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. Accordingly, no compensation expense
has been recognized in the accompanying financial statements for the Company's
stock option plans, because, in each case, the exercise price of the options
granted equaled the market price of the underlying stock on the date of grant.
The following table illustrates the effect on net income and earnings per share
as if the Company had applied the fair value recognition provisions of Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," to stock-based employee compensation (dollars in thousands,
except per share data):
Three Months Ended
March 31,
-------------------------
2003 2002
---------- ----------
Net income, as reported ....................................... $ 22,496 $ 19,570
Deduct: Total stock-based employee compensation expense
determined under the fair value based method for all awards,
net of related tax effects ................................. (459) (619)
---------- ----------
Pro forma net income .......................................... $ 22,037 $ 18,951
========== ==========
Earnings per share:
Basic, as reported ............................................ $ 1.08 $ 0.95
Basic, pro forma ............................................. 1.06 0.92
Diluted, as reported .......................................... $ 1.06 $ 0.93
Diluted, pro forma ............................................ 1.04 0.89
Recently Adopted Accounting Standards. In January 2003, the Financial Accounting
Standards Board issued Interpretation ("FIN") No. 46, "Consolidation of Variable
Interest Entitites," which provides new criteria for determining whether or not
consolidation accounting is required for a variable interest entity ("VIE"). If
applicable, FIN 46 would require consolidation of a VIE's assets, liabilities
and results of operations, with minority interest recorded for the ownership
share applicable to other investors. Where consolidation is required, additional
disclosures may be required. The consolidation provisions of FIN 46 are
effective for VIEs established subsequent to January 31, 2003 and for
pre-existing VIEs as of July 1, 2003. The Company has not yet determined the
impact, if any, the adoption of FIN 46 will have on the Company's consolidated
financial statements.
NOTE B - INVESTMENTS
At March 31, 2003, the Company had fixed maturity securities available for sale
with a carrying value and a fair value of $2,467.7 million and an amortized cost
of $2,406.0 million. At December 31, 2002, the Company had fixed maturity
securities available for sale with a carrying value and a fair value of $2,495.6
million and an amortized cost of $2,429.7 million.
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DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE C - SEGMENT INFORMATION
Three Months Ended
March 31,
---------------------
2003 2002
-------- --------
(dollars in thousands)
Revenues excluding net realized investment gains:
Group employee benefit products $ 192,014 $ 175,039
Asset accumulation products ... 20,384 17,606
Other (1) ..................... 5,068 5,246
--------- ---------
$ 217,466 $ 197,891
========= =========
Operating income (2):
Group employee benefit products $ 33,476 $ 30,353
Asset accumulation products ... 3,665 2,993
Other (1) ..................... (3,121) (1,609)
--------- ---------
$ 34,020 $ 31,737
========= =========
(1) Consists of operations that do not meet the quantitative thresholds for
determining reportable segments and includes integrated disability and
absence management services and certain corporate activities.
(2) Income excluding net realized investment gains and before interest and
income tax expense.
NOTE D - COMPREHENSIVE INCOME
Total comprehensive income is comprised of net income and other comprehensive
income, which includes the change in unrealized gains and losses on securities
available for sale and the change in unrealized loss on a cash flow hedge. Total
comprehensive income was $18.7 million and $4.4 million for the first quarter of
2003 and 2002, respectively.
NOTE E - COMPUTATION OF RESULTS PER SHARE
The following table sets forth the calculation of basic and diluted results per
share (dollars in thousands, except per share data):
Three Months Ended
March 31,
-----------------
2003 2002
Numerator:
Net income .................................................. $22,496 $19,570
======= =======
Denominator:
Weighted average common shares outstanding .................. 20,823 20,688
Effect of dilutive securities ............................. 391 465
------- -------
Weighted average common shares outstanding, assuming dilution 21,214 21,153
======= =======
Basic results per share of common stock:
Net income .................................................... $ 1.08 $ 0.95
======= =======
Diluted results per share of common stock:
Net income .................................................... $ 1.06 $ 0.93
======= =======
-8-
DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE F - CONTINGENCIES
In the course of its business, the Company is a party to litigation and other
proceedings, primarily involving its insurance operations. In some cases, these
proceedings entail claims against the Company for punitive damages and similar
types of relief. The ultimate disposition of such pending litigation and
proceedings is not expected to have a material adverse effect on the Company's
consolidated financial position. In addition, incident to its discontinued
products, the Company is currently a party to two separate arbitrations arising
out of two accident and health reinsurance arrangements in which it and other
companies formerly were participating reinsurers. At issue in both arbitrations,
among other things, is whether certain reinsurance risks were validly ceded to
the Company. The ultimate resolutions of these arbitrations are likely to
require extended periods of time. While management believes that in both cases
the Company has substantial legal grounds for avoiding the reinsurance risks at
issue, it is not at this time possible to predict the ultimate outcome of these
arbitrations, nor is it feasible to provide reasonable ranges of potential
losses. In the opinion of management, such arbitrations, when ultimately
resolved, will not individually or collectively have a material adverse effect
on the Company's consolidated financial position.
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DELPHI FINANCIAL GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following is an analysis of the results of operations and financial
condition of Delphi Financial Group, Inc. (the "Company," which term includes
the Company and its consolidated subsidiaries unless the context indicates
otherwise). This analysis should be read in conjunction with the Consolidated
Financial Statements and related notes included in this document, as well as the
Company's annual report on Form 10-K for the year ended December 31, 2002.
Capitalized terms used herein without definition have the meanings ascribed to
them in the Company's annual report on Form 10-K for the year ended December 31,
2002.
RESULTS OF OPERATIONS
Premium and Fee Income. Premium and fee income for the first quarter of 2003 was
$171.8 million as compared to $156.8 million for the first quarter of 2002, an
increase of 10%. Premiums from core group employee benefit products increased
26% to $162.2 million for the first quarter of 2003 from $129.2 million for the
first quarter of 2002. This increase reflects normal growth in employment and
salary levels for the Company's existing customer base, price increases, and
strong production of new business. Within core group employee benefit products,
excess workers' compensation premiums increased 50% to $34.4 million for the
first quarter of 2003 from $22.9 million for the first quarter of 2002 primarily
due to the favorable pricing environment and the strong demand for this product
as a result of higher primary workers' compensation rates. SNCC obtained price
increases of 15% in connection with its renewals of insurance coverage during
the first quarter of 2003, and has continued to obtain significant improvements
in contract terms, in particular higher self-insured retention levels, in these
renewals. New business production for excess workers' compensation products was
$10.6 million for the first quarter of 2003, slightly greater than the $10.3
million achieved for the first quarter of 2002. Retention of existing customers
for excess workers' compensation products for the first quarter of 2003 was
slightly higher than for the first quarter of 2002. Premiums for the Company's
other group employee benefit products increased 20% to $127.8 million for the
first quarter of 2003 from $106.3 million for the first quarter of 2002. New
business production for the Company's other core group employee benefit products
was $47.0 million for the first quarter of 2003, slightly greater than fourth
quarter 2002 new business production of $46.7 million. New business production
for the Company's other core group employee benefit products for the first
quarter of 2002 was particularly strong at $53.2 million. During the first
quarter of 2003, retention of existing customers for these products was
unchanged from the same period in 2002. Price increases continued to be
implemented for certain disability customers.
Premiums from non-core group employee benefit products were $4.8 million for the
first quarter of 2003 as compared to $23.2 million for the first quarter of
2002. Premiums from non-core group employee benefit products for the first
quarter of 2002 included a high level of premiums from loss portfolio transfers,
which are episodic in nature. The 2003 period did not include any premiums from
loss portfolio transfers.
Deposits from the Company's asset accumulation products were $23.8 million for
the first quarter of 2003 as compared to $15.2 million for the first quarter of
2002. Deposits for these products, which are long-term in nature, are recorded
as liabilities rather than as premiums. The Company continues to maintain its
disciplined approach to setting the crediting rates offered on its asset
accumulation products since market interest rates and the resulting interest
rate spreads available to the Company on these products remained less favorable
throughout 2002 and the first quarter of 2003. The increase in deposits from the
Company's asset accumulation products in the first quarter of 2003 was primarily
due to the pullback of certain fixed annuity providers from the wholesale
distribution chain and heightened demand for fixed annuity products as a result
of adverse conditions in the equity markets. This increase is also attributable
to an increase in the number of networks of independent agents distributing the
Company's annuity products.
Net Investment Income. Net investment income for the first quarter of 2003 was
$45.7 million as compared to $41.1 million for the first quarter of 2002, an
increase of 11%. This increase primarily reflects an increase in average
invested assets in 2003, partially offset by a decrease in the tax equivalent
weighted average annualized yield. The tax equivalent weighted average
annualized yield on invested assets was 6.7% on average invested assets of
$2,834.9 million for the first quarter of 2003 and 6.9% on average invested
assets of $2,467.1 million for the first quarter of 2002.
Net Realized Investment Gains. Net realized investment gains were $1.2 million
for the first quarter of 2003 as compared to $0.1 million for the first quarter
of 2002. The Company's investment strategy results in periodic sales of
securities and, therefore, the recognition of realized investment gains and
losses. During the first quarters of 2003 and 2002, the Company recognized $6.3
million and $4.5 million, respectively, of net gains on sales of securities. The
Company monitors its investments on an ongoing basis. When the market value of a
security declines below its cost, and such decline is determined in
-10-
the judgment of management to be other than temporary, the security is written
down to fair value, and the decline is reported as a realized investment loss.
In the first quarters of 2003 and 2002, the Company recognized $5.1 million and
$3.6 million, respectively, of losses due to the other than temporary declines
in the market values of certain fixed maturity securities.
The losses due to the other than temporary declines in the market values of
fixed maturity securities recognized during 2003, which totaled $3.3 million on
an after-tax basis, resulted primarily from credit quality-related deterioration
in the corporate debt markets, and the Company may recognize additional losses
of this type in the future. The Company anticipates that if certain other
existing declines in security values are determined to be other than temporary,
it may recognize additional investment losses in the range of $5 million to $10
million, on an after-tax basis, with respect to the relevant securities.
However, the extent of any such losses will depend on future market developments
and changes in security values, and such losses may exceed or be lower than such
range. The Company continuously monitors the affected securities pursuant to its
procedures for evaluation for other than temporary impairment in valuation. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Forward-Looking Statements and Cautionary Statements Regarding
Certain Factors That May Affect Future Results" for a description of these
procedures, which take into account a number of factors. It is not possible to
predict the extent of any future changes in value, positive or negative, or the
results of the future application of these procedures, with respect to these
securities. There can be no assurance that the Company will realize investment
gains in the future in an amount sufficient to offset any such losses.
Benefits and Expenses. Policyholder benefits and expenses were $183.4 million as
compared to $166.2 million for the first quarter of 2002, an increase of 10%.
This increase primarily reflects the increase in premiums from the Company's
group employee benefit products discussed above. The combined ratio (loss ratio
plus expense ratio) for the Company's group employee benefits segment was 95.0%
for the first quarters of 2003 and 2002.
Income Tax Expense. Income tax expense was $9.6 million for the first quarter of
2003 as compared to $8.9 million for the first quarter of 2002. The Company's
effective tax rate was 30.0% for the first quarter of 2003 and 31.2% for the
first quarter of 2002. The effective tax rate in the 2003 period reflects a
higher level of tax-exempt investment income.
Net Income. Management believes the non-GAAP financial measure of "operating
earnings" is informative when analyzing the Company's operating trends and in
comparing the Company's performance with that of other companies in its
industry. Operating earnings exclude discretionary income or loss items such as
realized investment gains and losses. Investment gains and losses may be
realized based on management's decision to dispose of an investment or
management's judgment that a decline in the market value of an investment is
other than temporary. Therefore, realized investment gains and losses do not
represent elements of the Company's ongoing earnings capacity. However,
operating earnings should not be considered a substitute for net income as an
indication of the Company's overall performance and may not be calculated in the
same manner as similarly titled captions in other companies' financial
statements. Operating earnings for the Company, consisting of net income
adjusted to exclude realized investment gains (net of the related income tax
expense), were $21.7 million, or $1.02 per diluted share, for the first quarter
of 2003 as compared to $19.5 million, or $0.93 per diluted share, for the first
quarter of 2002. The increase in operating earnings in the current period is
attributable to the growth in income from group employee benefit products in the
first quarter of 2003 as compared to the 2002 period. Realized investment gains
(net of the related income tax expense) excluded from the calculation of
operating earnings were $0.8 million ($0.04 per diluted share) and $0.1 million
for the first quarters of 2003 and 2002, respectively. Net income, which is the
GAAP measure most comparable to operating earnings, was $22.5 million and $19.6
million for the first quarters of 2003 and 2002, respectively. Net income per
diluted share was $1.06 and $0.93 for the first quarters of 2003 and 2002,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
General. The Company had approximately $37.5 million of financial resources
available at the holding company level at March 31, 2003, which was primarily
comprised of investments in the common stock of its investment subsidiaries. The
assets of the investment subsidiaries are primarily invested in fixed maturity
securities and balances with independent investment managers. Other sources of
liquidity at the holding company level include dividends paid from subsidiaries,
primarily generated from operating cash flows and investments. The Company's
insurance subsidiaries will be permitted, without prior regulatory approval, to
make dividend payments of up to $46.6 million during 2003, of which $1.8 million
has been paid during the first quarter of 2003. In general, dividends from the
Company's non-insurance subsidiaries are not subject to regulatory or other
restrictions. The Company had $103.0 million of borrowings available to it under
its revolving credit facility. A shelf registration is also in effect under
which up to $250.0 million in securities may be issued by the Company.
The Company's current liquidity needs, in addition to funding its operating
expenses, include principal and interest payments on outstanding borrowings
under its revolving credit facility, the Senior Notes, the SIG Senior Notes and
the Subordinated Notes and distributions on the Capital Securities. The Senior
Notes mature in their entirety in October 2003 and are not subject to any
-11-
sinking fund requirements nor are they redeemable prior to maturity. The SIG
Senior Notes mature in their entirety in May 2003. The Subordinated Notes mature
in their entirety in June 2003. The junior subordinated debentures underlying
the Capital Securities are not redeemable prior to March 25, 2007.
Subject to market conditions, the Company may refinance its revolving credit
facility and its Senior Notes prior to maturity through the issuance of debt
securities covered by the shelf registration. On May 12, 2003, the Company
commenced an underwritten offering of $100,000,000 aggregate principal amount of
new senior notes due 2033 under the shelf registration, the proceeds of which
would be used to repay outstanding indebtedness under the revolving credit
facility and to repay at maturity or repurchase existing Senior Notes. However,
no assurance can be given that such an offering will be completed. This Form
10-Q does not by itself constitute an offer to sell or a solicitation of offers
to purchase any securities. To mitigate the risk of interest rates rising before
such refinancing could be completed, the Company entered into a treasury rate
lock agreement, with a notional amount of $150.0 million, pursuant to which the
Company will receive (or make) a single payment at the conclusion of the
agreement, depending on the extent to which the market yield on the specified
U.S. Treasury security rises (or falls) over the term of the agreement. The
agreement was entered into in September 2002 with a term of one year. Any gains
or losses on the treasury rate lock agreement would be deferred and amortized as
a component of interest expense over the hedged term of any debt securities
issued in the refinancing, or recognized in income if, and at the time, the
Company concludes that the refinancing is improbable or that the agreement is
ineffective as a hedge under the applicable accounting rules, to the extent of
such ineffectiveness.
The Company's board of directors has authorized a share repurchase program.
Share repurchases are effected by the Company in the open market or in
negotiated transactions in compliance with the safe harbor provisions of Rule
10b-18 under the Securities Exchange Act of 1934. Execution of the share
repurchase program is based upon management's assessment of market conditions
for its common stock and other potential uses of capital. During the first
quarter of 2003, the Company repurchased 201,400 shares of its Class A Common
Stock at a total cost of $7.5 million, for a volume-weighted average price of
$37.13 per share. At March 31, 2003, approximately 728,700 shares were remaining
under the currently authorized share repurchase program.
Sources of liquidity available to the Company and its subsidiaries are expected
to exceed their current and long-term cash requirements.
Investments. The Company's overall investment strategy emphasizes safety and
liquidity, while seeking the best available return, by focusing on, among other
things, managing the Company's interest-sensitive assets and liabilities and
seeking to minimize the Company's exposure to fluctuations in interest rates.
The Company's investment portfolio, which totaled $2.9 billion at March 31,
2003, primarily consists of investments in fixed maturity securities and
short-term investments. The weighted average credit rating of the Company's
fixed maturity portfolio as rated by Standard & Poor's Corporation was "AA" at
March 31, 2003. While the investment grade rating of the Company's fixed
maturity portfolio addresses credit risk, it does not address other risks, such
as prepayment and extension risks. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Forward-Looking Statements and
Cautionary Statements Regarding Certain Factors That May Affect Future Results"
for a discussion of these and certain other risks relating to the Company's
investment portfolio.
MARKET RISK
There have been no material changes in the Company's exposure to market risk or
its management of such risk since December 31, 2002.
CONTROLS AND PROCEDURES
Within the 90-day period preceding the date of this report, an evaluation was
performed under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer ("CEO") and Vice
President and Treasurer (the individual who acts in the capacity of the Chief
Financial Officer), of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rule 13a-14(c) under
the Securities Exchange Act of 1934). Based on that evaluation, the Company's
management, including the CEO and Vice President and Treasurer, concluded that
the Company's disclosure controls and procedures were effective. There have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect internal controls subsequent to the date of such
evaluation.
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FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENTS REGARDING CERTAIN FACTORS
THAT MAY AFFECT FUTURE RESULTS
In connection with, and because it desires to take advantage of, the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, the
Company cautions readers regarding certain forward-looking statements in the
above "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and elsewhere in this Form 10-Q and in any other statement made
by, or on behalf of, the Company, whether in future filings with the Securities
and Exchange Commission or otherwise. Forward-looking statements are statements
not based on historical information and which relate to future operations,
strategies, financial results, prospects, outlooks or other developments. Some
forward-looking statements may be identified by the use of terms such as
"expects," "believes," "anticipates," "intends," "judgment" or other similar
expressions. Forward-looking statements are necessarily based upon estimates and
assumptions that are inherently subject to significant business, economic,
competitive and other uncertainties and contingencies, many of which are beyond
the Company's control and many of which, with respect to future business
decisions, are subject to change. Examples of such uncertainties and
contingencies include, among other important factors, those affecting the
insurance industry generally, such as the economic and interest rate
environment, federal and state legislative and regulatory developments,
including but not limited to changes in financial services and tax laws and
regulations, market pricing and competitive trends relating to insurance
products and services, acts of terrorism or war, and the availability and cost
of reinsurance, and those relating specifically to the Company's business, such
as the level of its insurance premiums and fee income, the claims experience,
persistency and other factors affecting the profitability of its insurance
products, the performance of its investment portfolio and changes in the
Company's investment strategy, acquisitions of companies or blocks of business,
and ratings by major rating organizations of its insurance subsidiaries. These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company. Certain of these uncertainties
and contingencies are described in more detail in the remainder of this section.
The Company disclaims any obligation to update forward-looking information.
RESERVES ESTABLISHED FOR FUTURE POLICY BENEFITS AND CLAIMS MAY PROVE
INADEQUATE.
The Company establishes reserves for future policy benefits and unpaid claims
and claim expenses relating to its insurance products. These reserves are
calculated using various generally recognized actuarial methodologies and are
based upon assumptions that management believes are appropriate and which vary
by type of product. External actuarial experts also review the Company's
methodologies, assumptions and the resulting reserves. The estimation process is
complex and involves information obtained from company-specific and
industry-wide data, as well as general economic information. The most
significant assumptions made in the estimation process for future policy
benefits relate to mortality, morbidity, claim termination and discount rates.
The reserves for unpaid claims and claim expenses are determined on an
individual basis for reported claims and estimates of incurred but not reported
losses are developed on the basis of past experience. The most significant
assumptions made in the estimation process for unpaid claims and claim expenses
are the trend in loss costs, the expected frequency and severity of claims,
changes in the timing of the reporting of losses from the loss date to the
notification date, and expected costs to settle unpaid claims. The assumptions
vary based on the year the claim is incurred. Disability reserves for unpaid
claims and claim expenses are discounted using interest rate assumptions based
upon projected portfolio yield rates for the assets supporting the liabilities.
The assets selected to support these liabilities produce cash flows that are
intended to match the timing and amount of anticipated claim and claim expense
payments. Excess workers' compensation claim reserves are discounted using
interest rate assumptions based on the risk-free rate of return for U.S.
Government securities with a duration comparable to the expected duration and
payment pattern of the claims at the time the claims are settled. The rates used
to discount reserves are determined annually. The methods and assumptions used
to establish reserves for future policy benefits and unpaid claims and claim
expenses are continually reviewed and updated based on current circumstances,
and any resulting adjustments are reflected in earnings currently.
The Company's reserves for future policy benefits and unpaid claims and claim
expenses are estimates. These estimates are subject to variability, since the
factors and events affecting the ultimate liability have not all taken place,
and thus cannot be evaluated with certainty. Moreover, under the actuarial
methodologies discussed above, these estimates are subject to reevaluation based
on developing trends with respect to the Company's loss experience. Such trends
may emerge over longer periods of time, and changes in such trends cannot
necessarily be identified or predicted at any given time by reference to current
claims experience, whether favorable or unfavorable. If the Company's actual
loss experience is different from the Company's assumptions or estimates, the
Company's reserves could be inadequate. In such event, the Company's results of
operations, liquidity or financial condition could be materially adversely
affected.
THE MARKET VALUES OF THE COMPANY'S INVESTMENTS FLUCTUATE.
The market values of the Company's investments vary depending on economic and
market conditions, including interest rates, and such values can decline as a
result of changes in such conditions. Increasing interest rates or a widening in
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the spread between interest rates available on U.S. Treasury securities
and corporate debt, for example, will typically have an adverse impact on the
market values of the fixed maturity securities in the Company's investment
portfolio. If interest rates decline, the Company generally achieves a lower
overall rate of return on investments of cash generated from the Company's
operations. In addition, in the event that investments are called or mature in
a declining interest rate environment, the Company may be unable to reinvest
the proceeds in securities with comparable interest rates. The Company may also
in the future be required or determine to sell certain investments at a price
and a time when the market value of such investments is less than the book
value of such investments.
Declines in the fair value of investments that are considered in the judgment of
management to be other than temporary are reported as realized investment
losses. The Company evaluates, among other things, the financial position and
prospects of the issuer, conditions in the issuer's industry and geographic
area, liquidity of the investment, changes in the amount or timing of expected
future cash flows from the investment, and recent downgrades of the issuer by a
rating agency to determine if and when a decline in the fair value of an
investment below amortized cost is other than temporary. The length of time and
extent to which the fair value of the investment is lower than its amortized
cost and the Company's ability and intent to retain the investment to allow for
any anticipated recovery in the investment's fair value are also considered. The
Company has experienced and may in the future experience losses from other than
temporary declines in security values. Such losses are recorded as realized
investment losses in the income statement. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Results of
Operations."
THE COMPANY'S INVESTMENT STRATEGY EXPOSES THE COMPANY TO DEFAULT AND OTHER
RISKS.
The management of the Company's investment portfolio is an important component
of the Company's profitability since a substantial portion of the Company's
operating income is generated from the difference between the yield achieved on
invested assets and, in the case of asset accumulation products, the interest
credited on policyholder funds and, in the case of all of the Company's other
products, the discount rate used to calculate the related reserves.
The Company is subject to the risk that the issuers of the fixed maturity
securities the Company owns will default on principal and interest payments. A
major economic downturn or any of the various other factors that affect issuers'
ability to pay could result in issuer defaults. Because the Company's
investments consist primarily of fixed maturity securities and short-term
investments, such defaults could materially adversely affect the Company's
results of operations, liquidity or financial condition. The Company continually
monitors its investment portfolio and attempts to ensure that the risks
associated with concentrations of investments in either a particular sector of
the market or a single entity are limited.
At March 31, 2003, mortgage-backed securities comprised 21% of the Company's
total invested assets. Mortgage-backed securities subject the Company to a
degree of interest rate risk, including prepayment and extension risk, which is
generally a function of the sensitivity of each security's underlying collateral
to prepayments under varying interest rate environments and the repayment
priority of the securities in the particular securitization structure. The
Company seeks to limit the extent of this risk by emphasizing the more
predictable payment classes and securities with stable collateral.
The Company, through its insurance subsidiaries, maintains a program in which
investments are financed using advances from various Federal Home Loan Banks. At
March 31, 2003, the Company had outstanding advances of $207.0 million. These
advances, of which $195.0 million were obtained at a fixed rate and $12.0
million were obtained at a variable rate, have a weighted average term to
maturity of 5.3 years. A total of $57.0 million of these advances will mature at
various times during the remainder of 2003. In addition, the Company has
utilized reverse repurchase agreements, futures and option contracts and
interest rate swap contracts from time to time in connection with the Company's
investment strategy. These transactions require the Company to maintain
securities or cash on deposit with the applicable counterparty as collateral. As
the market value of the collateral or contracts changes, the Company may be
required to deposit additional collateral or be entitled to have a portion of
the collateral returned to it.
The types and amounts of investments made by the Company's insurance
subsidiaries are subject to the insurance laws and regulations of their
respective states of domicile. Each of these states has comprehensive investment
regulations. In addition, the Company's revolving credit facility and the SIG
Senior Notes also contain limitations, with which the Company is currently in
compliance in all material aspects, on the composition of the Company's
investment portfolio.
THE COMPANY'S FINANCIAL POSITION EXPOSES THE COMPANY TO INTEREST RATE
RISKS.
Because the Company's primary assets and liabilities are financial in nature,
the Company's consolidated financial position and earnings are subject to risks
resulting from changes in interest rates. The Company manages this risk by
active portfolio management focusing on minimizing its exposure to fluctuations
in interest rates by matching its invested assets and related liabilities and by
periodically adjusting the crediting rates on its annuity products.
-14-
THE COMPANY'S ABILITY TO REDUCE ITS EXPOSURE TO RISKS DEPENDS ON THE
AVAILABILITY AND COST OF REINSURANCE.
The Company transfers its exposure to some risks through reinsurance
arrangements with other insurance and reinsurance companies. Under the Company's
reinsurance arrangements, another insurer assumes a specified portion of the
Company's losses and loss adjustment expenses in exchange for a specified
portion of policy premiums. The availability, amount, cost and terms of
reinsurance may vary significantly based on market conditions. Any decrease in
the amount of the Company's reinsurance will increase the Company's risk of
loss, furthermore, the Company is subject to credit risk with respect to
reinsurance. The Company obtains reinsurance primarily through indemnity
reinsurance transactions in which the Company is still liable for the
transferred risks if the reinsurers fail to meet their financial obligations.
Such failures could materially affect the Company's results of operations,
liquidity or financial condition.
Some reinsurers experienced significant losses related to the terrorist events
of September 11, 2001. As a result, higher prices and less favorable terms and
conditions are presently being offered in the reinsurance market. Also, there
has been significantly reduced availability of reinsurance covering risks such
as terrorist and catastrophic events. Accordingly, substantially all of the
Company's coverages of this nature were discontinued in 2002, which may result
in the Company retaining a higher portion of such losses should they occur.
There can be no assurance that the Company will be able to obtain such coverages
on acceptable terms, if at all, in the future. However, under the Terrorism Risk
Insurance Act of 2002, the federal government will pay 90% of the Company's
covered losses relating to acts of international terrorism from property and
casualty products directly written by SNCC above SNCC's annual deductible.
THE INSURANCE BUSINESS IS A HEAVILY REGULATED INDUSTRY.
The Company's insurance subsidiaries, like other insurance companies, are highly
regulated by state insurance authorities in the states in which they are
domiciled and the states in which they conduct business. Such regulations, among
other things, limit the amount of dividends and other payments that can be made
by such subsidiaries without prior regulatory approval and impose restrictions
on the amount and type of investments such subsidiaries may have. These
regulations also affect many other aspects of the Company's insurance
subsidiaries' businesses, including, for example, risk-based capital
requirements, various reserve requirements, the terms, conditions and manner of
sale and marketing of insurance products and the form and content of required
financial statements. These regulations are intended to protect policyholders
rather than investors. The ability of the Company's insurance subsidiaries to
continue to conduct their businesses is dependent upon the maintenance of their
licenses in these various states.
From time to time, increased scrutiny has been placed upon the insurance
regulatory framework, and a number of state legislatures have considered or
enacted legislative measures that alter, and in many cases increase, state
authority to regulate insurance companies. In addition to legislative
initiatives of this type, the National Association of Insurance Commissioners
and insurance regulators are continuously involved in a process of reexamining
existing laws and regulations and their application to insurance companies.
Furthermore, while the federal government currently does not directly regulate
the insurance business, federal legislation and administrative policies in a
number of areas, such as employee benefits regulation, age, sex and
disability-based discrimination, financial services regulation and federal
taxation, can significantly affect the insurance business. It is not possible to
predict the future impact of changing regulation on the operations of the
Company and those of its insurance subsidiaries.
The Company's insurance subsidiaries can also be required, under solvency or
guaranty laws of most states in which they do business, to pay assessments to
fund policyholder losses or liabilities of insurance companies that become
insolvent.
THE FINANCIAL SERVICES INDUSTRY IS HIGHLY COMPETITIVE.
The Company competes with numerous other insurance and financial services
companies. Many of these organizations have substantially greater assets, higher
ratings from rating agencies, larger and more diversified portfolios of
insurance products and larger agency sales operations than the Company.
Competition in asset accumulation product markets is also encountered from the
expanding number of banks, securities brokerage firms and other financial
intermediaries marketing alternative savings products, such as mutual funds,
traditional bank investments and retirement funding alternatives.
THE COMPANY MAY BE ADVERSELY IMPACTED BY A DECLINE IN THE RATINGS OF THE
COMPANY'S INSURANCE SUBSIDIARIES.
Ratings with respect to claims-paying ability and financial strength have become
an increasingly important factor impacting the competitive position of insurance
companies. Each of the rating agencies reviews its ratings of companies
periodically and there can be no assurance that current ratings will be
maintained in the future. Claims-paying and financial strength ratings are based
upon factors relevant to policyowners and are not directed toward protection of
investors. Downgrades in the ratings of the Company's insurance subsidiaries
could adversely affect sales of their products and could have a material adverse
effect on the results of the Company's operations.
-15-
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 2003 Bonus Criteria for Chairman, President and Chief Executive
Officer of Delphi Financial Group, Inc.
11 Computation of Results per Share of Common Stock (incorporated
by reference to Note E to the Consolidated Financial Statements
included elsewhere herein)
99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certification of Vice President and Treasurer 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
The Company filed a report on Form 8-K on February 13, 2003, under Item
9, containing a press release announcing fourth quarter 2002 earnings.
SIGNATURES
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.
DELPHI FINANCIAL GROUP, INC. (Registrant)
/s/ ROBERT ROSENKRANZ
-------------------------------------------------
Robert Rosenkranz
Chairman of the Board, President and Chief
Executive Officer
(Principal Executive Officer)
/s/ THOMAS W. BURGHART
-------------------------------------------------
Thomas W. Burghart
Vice President and Treasurer
(Principal Accounting and Financial Officer)
Date: May 13, 2003
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DELPHI FINANCIAL GROUP, INC.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Robert Rosenkranz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Delphi Financial
Group, Inc. (the "registrant").
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 officer 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 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 officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
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 officer 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: May 13, 2003
/s/ ROBERT ROSENKRANZ
------------------------------------
Robert Rosenkranz
Chairman of the Board, President and
Chief Executive Officer
-17-
CERTIFICATION
I, Thomas W. Burghart, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Delphi Financial
Group, Inc. (the "registrant").
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 officer 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 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 officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
d. 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
e. 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 officer 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: May 13, 2003
/s/ THOMAS W. BURGHART
------------------------------------
Thomas W. Burghart
Vice President and Treasurer
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