UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
[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
or
[ ] 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 000-19704
Regan Holding Corp.
(Exact name of registrant as specified in its charter)
California 68-0211359
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2090 Marina Avenue, Petaluma, California 94954
(Address of principal executive offices) (Zip Code)
707-778-8638
(Registrant's telephone number, including area 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 such
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 Exchange Act).
Yes [ ] No [X]
Applicable Only To Corporate Issuers:
Indicate the number of shares outstanding of the registrant's common
stock, as of May 9, 2003:
Common Stock-Series A 24,128,000
Common Stock-Series B 560,000
Explanatory Note
This Quarterly Report on Form 10-Q/A amends the Registrant's Form 10-Q for the
quarter ended March 31, 2003. This Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 2003 is being filed to restate the Registrant's
financial results. In connection with a review of the Registrant's contracts,
the Registrant determined that it should have recorded additional revenue during
the first quarter of 2003 that it earned as a performance bonus for sales of
fixed annuity and life products under the terms of one of its insurance carrier
partner contracts. As a result, the Registrant has revised its Consolidated
Financial Statements for the three months ended March 31, 2003 (see Note 2 to
the Consolidated Financial Statements for additional information concerning the
revisions).
Except for disclosures affected by the revisions to the Registrant's
Consolidated Financial Statements, all other information is presented as of the
original filing date and has not been updated in this amended filing.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REGAN HOLDING CORP. AND SUBSIDIARIES
Consolidated Balance Sheet
March 31, December 31,
2003 2002
-------------- --------------
(Unaudited
and Restated)
Assets
Cash and cash equivalents $ 7,790,000 $ 4,793,000
Trading investments 4,322,000 4,261,000
Available-for-sale investments 4,398,000 4,890,000
Accounts receivable, net of allowance of $771,000
and $760,000 at March 31, 2003 and December 31, 2002 3,563,000 3,122,000
Prepaid expenses and deposits 911,000 2,122,000
-------------- --------------
Total current assets 20,984,000 19,188,000
-------------- --------------
Net fixed assets 25,445,000 25,841,000
Deferred tax assets 1,550,000 1,715,000
Goodwill 1,170,000 1,170,000
Intangible assets, net 309,000 332,000
Other assets 1,605,000 1,649,000
-------------- --------------
Total non current assets 30,079,000 30,707,000
-------------- --------------
Total assets $ 51,063,000 $ 49,895,000
============== ==============
Liabilities, redeemable common stock,
and shareholders' equity
Liabilities
Accounts payable and accrued liabilities $ 7,247,000 $ 8,754,000
Income taxes payable 3,436,000 2,327,000
Current portion of note payable 110,000 109,000
-------------- --------------
Total current liabilities 10,793,000 11,190,000
-------------- --------------
Deferred compensation payable 4,300,000 4,241,000
Other liabilities 199,000 190,000
Note payable, less current portion 7,170,000 7,199,000
-------------- --------------
Total non current liabilities 11,669,000 11,630,000
-------------- --------------
Total liabilities 22,462,000 22,820,000
-------------- --------------
Redeemable common stock, Series A and B 9,766,000 10,115,000
-------------- --------------
Shareholders' equity
Preferred stock, no par value: Authorized: 100,000,000 shares
No shares issued or outstanding -- --
Series A common stock, no par value:
Authorized: 45,000,000 shares, issued and outstanding:
20,495,000 at March 31, 2003 and December 31, 2002 3,324,000 3,324,000
Common stock committed 25,000 25,000
Paid-in capital 6,499,000 6,499,000
Retained earnings 9,010,000 7,135,000
Accumulated other comprehensive loss (23,000) (23,000)
-------------- --------------
Total shareholders' equity 18,835,000 16,960,000
-------------- --------------
Total liabilities, redeemable common stock and shareholders' equity $ 51,063,000 $ 49,895,000
============== ==============
See notes to financial statements.
3
REGAN HOLDING CORP. AND SUBSIDIARIES
Consolidated Statement of Operations
(Unaudited)
For the Three Months Ended
March 31,
------------------------------------
2003 2002
-------------- --------------
(Restated)
Revenue
Marketing allowances $ 7,877,000 $ 5,028,000
Commissions 5,045,000 4,009,000
Administrative fees 3,584,000 2,626,000
Other income 827,000 181,000
-------------- --------------
Total revenue 17,333,000 11,844,000
-------------- --------------
Expenses
Selling, general and administrative 12,287,000 11,300,000
Depreciation and amortization 1,080,000 1,049,000
Other 900,000 817,000
-------------- --------------
Total expenses 14,267,000 13,166,000
-------------- --------------
Operating income (loss) 3,066,000 (1,322,000)
Other income
Investment income, net 90,000 47,000
Interest expense (6,000) (8,000)
-------------- --------------
Total other income, net 84,000 39,000
-------------- --------------
Income (loss) before income taxes 3,150,000 (1,283,000)
Provision for (benefit from) income taxes 1,275,000 (485,000)
-------------- --------------
Net income (loss) $ 1,875,000 $ (798,000)
============== ==============
Basic earnings (loss) per share:
Earnings (loss) available to common shareholders $ 0.08 $ (0.03)
Weighted average shares outstanding 24,744,000 25,341,000
Diluted earnings (loss) per share:
Earnings (loss) available to common shareholders $ 0.07 $ (0.03)
Weighted average shares outstanding 27,612,000 25,341,000
See notes to financial statements.
4
REGAN HOLDING CORP. AND SUBSIDIARIES
Consolidated Statement of Shareholders' Equity
(Unaudited)
Series A
Common Stock Common Accumulated Other
------------------------------ Stock Paid-in Retained Comprehensive
Shares Amount Committed Capital Earnings Loss Total
--------------- -------------- ------------ ------------ ---------- ------------------ ------------
(Restated) (Restated)
Balance December 31, 2002 20,495,000 $ 3,324,000 $ 25,000 $6,499,000 $7,135,000 $ (23,000) $16,960,000
Comprehensive income,
net of tax:
Net income 1,875,000 1,875,000
Net unrealized
gains on investments (1,000) (1,000)
Less: reclassification
adjustment for gains
included in net income 1,000 1,000
------------
Total comprehensive income 1,875,000
---------- ------------- --------- ---------- ---------- ----------- -----------
Balance March 31, 2003 20,495,000 $ 3,324,000 $ 25,000 $6,499,000 $9,010,000 $ (23,000) $18,835,000
========== ============= ========= ========== ========== =========== ===========
See notes to financial statements.
5
REGAN HOLDING CORP. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(Unaudited)
For the Three Months Ended
March 31,
----------------------------------------
2003 2002
------------------- ---------------
(Restated)
Cash flows from operating activities:
Net income (loss) $ 1,875,000 $ (798,000)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 1,080,000 1,049,000
Losses on write-off of fixed assets 11,000 159,000
Provision for bad debts 25,000 64,000
Amortization of premium or discount on investments 18,000 20,000
Realized (gains) losses on sales of investments, net (2,000) 49,000
Unrealized losses on trading securities, net 234,000 --
Changes in operating assets and liabilities:
Purchases of trading securities, net (295,000) (4,633,000)
Accounts receivable (466,000) 662,000
Prepaid expenses and deposits 1,211,000 (923,000)
Income taxes receivable and payable 1,109,000 5,000
Deferred tax assets 164,000 (497,000)
Accounts payable and accrued liabilities (1,507,000) 311,000
Deferred compensation payable 59,000 277,000
Other operating assets and liabilities 53,000 (149,000)
--------------- --------------
Net cash provided by (used in) operating activities 3,569,000 (4,404,000)
--------------- --------------
Cash flows from investing activities:
Purchases of available-for-sale securities (529,000) (959,000)
Proceeds from sales and maturities of available-for-sale securities 1,006,000 7,962,000
Purchases of fixed assets (672,000) (1,901,000)
Acquisition of prospectdigital assets -- (225,000)
--------------- --------------
Net cash provided by (used in) investing activities (195,000) 4,877,000
--------------- --------------
Cash flows from financing activities:
Proceeds from loans payable -- 1,338,000
Payments toward note payable (28,000) --
Repurchases of redeemable common stock (349,000) (550,000)
Voluntary repurchases of common stock -- (108,000)
--------------- --------------
Net cash provided by (used in) financing activities (377,000) 680,000
--------------- --------------
Net increase in cash and cash equivalents 2,997,000 1,153,000
Cash and cash equivalents, beginning of period 4,793,000 1,376,000
--------------- --------------
Cash and cash equivalents, end of period $ 7,790,000 $ 2,529,000
=============== ==============
See notes to financial statements.
6
REGAN HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Basis of Presentation
The accompanying Consolidated Financial Statements are prepared in
conformity with accounting principles generally accepted in the United
States of America and include the accounts of Regan Holding Corp. (the
"Company") and its wholly owned subsidiaries. All intercompany
transactions have been eliminated.
The statements are unaudited but reflect all adjustments, consisting only
of normal recurring adjustments, which are, in the opinion of management,
necessary for a fair statement of the Company's consolidated financial
position and results of operations. The results for the three months ended
March 31, 2003 are not necessarily indicative of the results to be
expected for the entire year. These unaudited Consolidated Financial
Statements should be read in conjunction with the audited Consolidated
Financial Statements included in the Company's Annual Report on Form 10-K
for the year ended December 31, 2002 filed by the Company with the
Securities and Exchange Commission on March 31, 2003.
2. Restatement of Financial Results
In connection with a review of the Company's contracts, the Company
determined that it should have recorded additional revenue during the
first quarter of 2003 that it earned as a quarterly performance bonus for
sales of fixed annuity and life products under the terms of one of its
insurance carrier partner contracts. As a result, the Company has recorded
additional revenue of $543,000 and has restated its results for the three
months ended March 31, 2003.
The effects of the restatement of the performance bonus on the Company's
Consolidated Financial Statements for the period ending March 31, 2003 are
as follows:
Statement of Operations Data:
For the Three Months Ended
March 31, 2003
------------------------------------
As originally
reported As restated
Total revenue $ 16,790,000 $ 17,333,000
Total expenses 14,267,000 14,267,000
---------- ----------
Operating income 2,523,000 3,066,000
Other income 84,000 84,000
------------ ------------
Income before income taxes 2,607,000 3,150,000
Provision for income taxes 1,056,000 1,275,000
------------ ------------
Net income $ 1,551,000 $ 1,875,000
============ ============
Earnings per share - basic $ .06 $ .08
============ ============
Earnings per share - diluted $ .06 $ .07
============ ============
Balance Sheet Data:
March 31, 2003
------------------------------------
As
originally
reported As restated
Total assets $ 50,520,000 $ 51,063,000
Total liabilities $ 22,243,000 $ 22,462,000
Redeemable common stock $ 9,766,000 $ 9,766,000
Shareholders' equity $ 18,511,000 $ 18,835,000
7
3. Stock Options
The Company has a stock-based employee compensation plan and accounts for
this plan under the recognition and measurement principles of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related Interpretations. No stock-based employee
compensation cost is reflected in net income (loss), as all options
granted under the plan had an exercise price equal to the fair market
value of the underlying common stock on the date of grant.
The following table illustrates the effect on net income (loss) and
earnings (loss) per share 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:
For the Three Months Ended March 31,
------------------------------------
2003 2002
----------------- -----------------
(Restated)
Net income (loss), as reported: $1,875,000 $(798,000)
Deduct: Total stock-based employee compensation expense
determined under fair value method for all awards, net
of related tax effects (110,000) (116,000)
---------- ---------
Pro forma net income (loss) $1,765,000 $(914,000)
========== =========
Earnings (loss) per share:
Basic - as reported $ 0.08 $ (0.03)
Basic - pro forma $ 0.07 $ (0.04)
Diluted - as reported $ 0.07 $ (0.03)
Diluted - pro forma $ 0.06 $ (0.04)
4. Performance Bonus
During the first quarter of 2003, Legacy Marketing began earning a
quarterly performance bonus from sales of fixed annuity and life products
under the terms of one of its insurance carrier partner contracts. Amounts
are earned when fixed and determinable and all revenue recognition
criteria have been met. The Company has recorded revenue of $543,000
during the three months ended March 31, 2003, which is included in Other
income.
5. Earnings (Loss) Per Share
Earnings Per-share
(Loss) Shares Amount
----------- ---------- ---------
For the three months ended March 31, 2003
(Restated)
Income available to common shareholders $ 1,875,000 24,744,000 $ 0.08
Effect of dilutive securities - employee and
producer stock options 2,868,000
----------- ---------- ---------
Diluted earnings per share $ 1,875,000 27,612,000 $ 0.07
=========== ========== =========
For the three months ended March 31, 2002
Basic and diluted loss available to
common shareholders $ (798,000) 25,341,000 $ (0.03)
=========== ========== =========
The diluted loss per share calculation for the three months ended March
31, 2002 excludes antidilutive stock options of 4.1 million.
8
6. Segment Information
Revenue Net Income (Loss)
------------------------------------------------- --------------------------------------
For the Three Months Ended March 31,
------------------------------------------------------------------------------------------
2003 2002 2003 2002
----------------------- ----------------------- ----------------------- -------------
(Restated) (Restated)
Legacy Marketing Group $ 16,821,000 $ 11,347,000 $ 2,414,000 $ (286,000)
Legacy Financial Services, Inc. 582,000 546,000 (268,000) (223,000)
Imagent Online, LLC 40,000 20,000 (154,000) (170,000)
Values Financial Network, Inc. 2,000 2,000 (141,000) (133,000)
Other 48,000 33,000 24,000 14,000
Intercompany Eliminations (160,000) (104,000) -- --
---------------- ----------------- --------------- -------------
Total $ 17,333,000 $ 11,844,000 $ 1,875,000 $ (798,000)
================ ================= =============== =============
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking Statements
Certain statements contained in this document, including Management's
Discussion and Analysis of Financial Condition and Results of Operations, that
are not historical facts, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results or performance of Regan Holding
Corp. and its businesses to be materially different from that expressed or
implied by such forward-looking statements. These risks, uncertainties and
factors include, among other things, the following: general economic and
business conditions; political and social conditions; government regulations,
especially regulations affecting the insurance industry; demographic changes;
the ability to adapt to changes resulting from acquisitions or new ventures; and
various other factors referred to in Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Regan Holding Corp. assumes no obligation to update forward-looking
statements to reflect actual results or changes in or additions to the factors
affecting such forward-looking statements.
Regan Holding Corp. Consolidated
We had consolidated net income of $1.9 million during the first quarter of
2003, compared to consolidated net losses of $798,000 during the first quarter
of 2002. This favorable change of $2.7 million is primarily due to recognition
of income at Legacy Marketing Group ("Legacy Marketing") in the first quarter of
2003 compared to losses during the same period of 2002, partially offset by
increased losses at Legacy Financial Services, Inc. ("Legacy Financial").
Legacy Marketing
During the first quarter of 2003, Legacy Marketing had net income of $2.4
million, compared to net losses of $286,000 during the same period in 2002. The
improved results are due to increased revenues, partially offset by increased
expenses.
During the first quarter of 2003, Legacy Marketing commissions and
marketing allowances increased $3.9 million (45%) from the first quarter of
2002, due to an increase in sales of fixed annuity insurance products. Legacy
Marketing's sales increase was driven by sales of declared rate and equity index
annuities, reflecting a shift in the marketplace toward more traditional fixed
income-based annuities. In addition, sales on behalf of Investors Insurance
Corporation, which began in the second quarter of 2002, contributed $2.6 million
of commissions and marketing allowances during the first quarter of 2003. The
overall increase in commissions and marketing allowances during the first
quarter of 2003 was offset in part by the effect of discontinuing several
annuity products issued by Transamerica Life Insurance and Annuity Company.
Legacy Marketing will continue to administer these annuity products and to
accept additional premium payments, subject to applicable additional deposit
rules for these products. The discontinued products accounted for approximately
8% and 43% of our total consolidated revenue for the quarters ended March 31,
2003 and 2002. We expect that sales of recently introduced Transamerica products
will partially offset the effect of the discontinued Transamerica products.
9
Legacy Marketing also discontinued marketing life insurance products
issued by American National Insurance Company effective during the first quarter
of 2003. These products accounted for a nominal amount of revenue during each of
the quarters ending March 31, 2003 and 2002. In April 2003, American National
reduced the crediting rates of several annuity products marketed by Legacy
Marketing. As a result, we expect that sales of annuity products on behalf of
American National will decrease during the remainder of 2003. It is possible
that in the short term, overall consolidated revenues may also decline. Legacy
Marketing will continue to market annuity products and administer American
National life insurance products and annuity products, including acceptance of
renewal premium. In addition, Legacy Marketing is developing new annuity
products with American National that may result in increased sales in the long
term.
Administrative fees increased $958,000 (36%) during the first quarter of
2003 compared to the same period in 2002, primarily due to increases in the
number of policies issued and administered.
Other income increased $624,000 (552%) during the three months ended March
31, 2003 compared to the three months ended March 31, 2002 primarily due to
recognition of a quarterly performance bonus from sales of fixed annuity and
life products under the terms of one of the Company's insurance carrier partner
contracts.
As of March 31, 2003, Legacy Marketing sold and administered products on
behalf of four unaffiliated insurance carriers: American National, Transamerica,
Investors Insurance Corporation, and John Hancock Variable Life Insurance
Company. Legacy Marketing also performs administrative services for IL Annuity
and Insurance Company products. As indicated below, the agreements with these
carriers generated a significant portion of our total consolidated revenue
(sales on behalf of Investors Insurance Corporation began in the second quarter
of 2002):
Three Months Ended
March 31,
----------------------
2003 2002
---------- ----------
(Restated)
American National 40% 11%
Transamerica 25% 64%
Investors Insurance Corporation 17% --
IL Annuity 6% 16%
John Hancock 5% 3%
Our consolidated revenues are derived primarily from sales and
administration of the following annuity product series:
Three Months Ended
March 31,
------------------------
2003 2002
----------- ----------
(Restated)
BenchMark(SM) series (sold on behalf of American
National) 39% 9%
SelectMark(R) series (sold on behalf of Transamerica) 25% 64%
MarkOne(SM) series (sold on behalf of Investors
Insurance Corporation) 17% --
VisionMark(R) series (sold on behalf of IL Annuity) 5% 16%
AssureMark(SM) series (sold on behalf of John Hancock) 5% 3%
We expect that sales of the BenchMark(SM) series sold on behalf of
American National will decrease during the remainder of 2003, as a result of the
reduced crediting rates mentioned above.
Legacy Marketing's expenses increased $1.1 million (9%) primarily
attributable to increases in selling, general and administrative expenses.
Selling, general and administrative expenses increased $1 million (10%)
primarily due to increases in compensation, insurance, and sales promotion and
support expenses. Compensation increased primarily due to salary increases,
accruals for incentive based compensation based on our consolidated first
quarter results, temporary help due to increased business volume, and benefits.
Increased insurance expenses reflected rising prices for disability insurance
coverage. Sales promotion and support expenses increased primarily due to
increased agent appointment fees and commissions, partially offset by decreased
incentive trip expenses.
10
Legacy Financial
Legacy Financial incurred net losses of $268,000 during the first quarter
of 2003 compared to net losses of $223,000 during the first quarter of 2002,
primarily due to increased expenses partially offset by increased revenues.
Legacy Financial revenue increased $36,000 (7%) primarily due to increases
in insurance premiums billed to Legacy Financial's distribution network of
registered representatives.
Legacy Financial's expenses increased $100,000 (11%), primarily due to
increases in insurance costs.
Imagent Online, LLC
Imagent had net losses of $154,000 during the first quarter of 2003
compared to net losses of $170,000 during the first quarter of 2002. The reduced
losses are primarily due to a 100% increase in subscription revenues from
$20,000 to $40,000. Expenses were relatively flat during the first quarter of
2003 compared to the same period last year.
Values Financial Network, Inc.
During the first quarter of 2003, Values Financial Network, Inc. incurred
net losses of $141,000, compared to net losses of $133,000 during the first
quarter of 2002. Revenues were unchanged during the first quarter of 2003
compared to the same period last year. Expenses increased 7% from $220,000 to
$235,000 primarily due to increased direct marketing costs and technology
consulting fees, partially offset by reduced compensation costs resulting from
lower headcount.
Other Segments
During the first quarter of 2003, combined net income from our other
subsidiaries was $24,000, compared to combined net income of $14,000 during the
first quarter of 2002. The favorable change of $10,000 is primarily due to
increased advisory fee revenues.
Liquidity and Capital Resources
Net cash provided from operating activities was $3.6 million for the first
quarter of 2003, primarily due to improved operating results.
Net cash used by investing activities was $195,000 due to acquisitions of
fixed assets, partially offset by net maturities of short-term investment-grade
securities.
Net cash used by financing activities was $377,000 primarily due to
repurchases of our common stock.
We intend to continue to retain any earnings for use in our business and
do not anticipate paying any cash dividends in the foreseeable future.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in
Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) designed to
ensure that information required to be disclosed in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the specified time periods. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and executed, can provide only
reasonable assurance of achieving the desired control objectives. As of the date
hereof, the Company's Chief Executive Officer and Chief Financial Officer
evaluated, with the participation of the Company's management, the effectiveness
of the Company's disclosure controls and procedures. Based on that evaluation,
the Company determined that it should have recorded additional revenue during
the first quarter of 2003 that it earned as a performance bonus for sales of
fixed annuity and life products under the terms of one of its insurance carrier
partner contracts. This deficiency was reported to the Company's auditors and to
the audit committee of the Company's Board of Directors. As a result, the
Company restated its Consolidated Financial Statements for the three months
ended March 31, 2003. The Company has instituted changes intended to ensure that
the financial effects of all contracts are more effectively monitored. The
Company's Chief Executive Officer and Chief Financial Officer have concluded
that the Company's disclosure controls and procedures were effective as of the
end of the period covered by this report. The Company's management, including
the Chief Executive Officer and the Chief Financial Officer, also evaluated the
Company's internal control over financial reporting to determine whether any
changes occurred during the quarter covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting. Based on that evaluation, there have been no
such changes during the quarter covered by this report, except as described
above.
11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Index to Exhibits
Exhibit 31.1 Certification of Chief Executive Officer required by Rule
13a-14(a)/15d-14(a) under the Exchange Act.
Exhibit 31.2 Certification of Chief Financial Officer required by Rule
13a-14(a)/15d-14(a) under the Exchange Act.
Exhibit 32.1 Certifiction 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.
Exhibit 32.2 Certification of Chief Financial Officer 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
No reports on Form 8-K were filed during the first quarter of 2003.
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.
REGAN HOLDING CORP.
Date: August 14, 2003 Signature: /s/ R. Preston Pitts
--------------------
R. Preston Pitts
President and Chief Operating Officer
Date: August 14, 2003 Signature: /s/ G. Steven Taylor
--------------------
G. Steven Taylor
Chief Financial Officer
12