nsec-20201231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)


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

For the fiscal year ended December 31, 2020


☐			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 0-18649

The National Security Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware		63-1020300
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

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

Registrant’s Telephone Number including Area Code (334) 897-2273

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	NSEC	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

Table of Contents

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer ☐

Non-accelerated filer þ Smaller reporting company ☑

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of the last business day of the registrant's most recently completed second fiscal quarter, based upon the bid price of these shares on NASDAQ on such date, was $14,228,029.


Class						Outstanding March 19, 2021

Common Stock $1.00 par value						2,530,370 shares

Documents incorporated by reference in this Form 10-K

i.Definitive proxy statement for the 2021 Annual Meeting of Stockholders to be held May 21, 2021 is incorporated by reference into Part III of this report. The proxy statement will be filed no later than 120 days from December 31, 2020.

ii.Current Report on Form 8-K for event occurring on February 26, 2021 is incorporated into Part IV of this report.

Explanatory Note

This Amendment number 1 on Form 10-K/A amends the annual report of The National Security Group, Inc. (the "Company") on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 19, 2021. This amendment is being filed to update the reference made to the Annual Meeting in the documents incorporated by reference. Item (i) should reference the 2021 Annual Meeting of Stockholders. This amendment is also being filed to include in Item 15. Exhibits and Financial Statement Schedules the consent of the Company's Independent Registered Public Accounting Firm to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-233176) of their report dated March 19, 2021, with respect to the consolidated financial statements of The National Security Group, Inc., included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

Except as otherwise expressly set forth herein, all of the information in this Form 10-K/A is as of March 19, 2021, the date the Company filed the 2020 10-K with the SEC. This Form 10-K/A continues to speak as of the date of the 2020 10-K and does not reflect any subsequent information or events other than as expressly set forth otherwise in this Form 10-K/A. Among other things, forward-looking statements made in the 2020 10-K have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the 2020 10-K, other than this amendment.

Item 15. Exhibits and Financial Statement Schedules

3.Exhibits filed as part of this Form 10-K:


11.		Computation of Earnings Per Share filed Herewith, See Note 1 to Consolidated Financial Statements.
14.		Code of Ethics, See Additional Information in Part 1, Item 1 of This Report
21.1	***	Subsidiaries of the Registrant
23.1	*	Consent of Independent Registered Accounting Firm
31.1	*	Certification Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	*	Certification Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	***	XBRL Instance Document
101.SCH	***	XBRL Taxonomy Extension Schema Document
101.CAL	***	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	***	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	***	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	***	XBRL Taxonomy Extension Presentation Linkbase Document

	*	Filed herewith
	***	Filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 19, 2021, and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) 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.

THE NATIONAL SECURITY GROUP, INC.


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

Date: March 23, 2021

SEC Form 10-K/A filed by National Security Group, Inc.