SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the quarterly period ended ~~June~~September 30, 2021

For the transition period from _____________ to ____________

Commission File No. 000-16867

Registrant’s telephone number, including area code: (217) 241-6300

Common Stock, stated value $.001 per share

Non-accelerated filer □

Smaller reporting company ☒

Emerging growth company ☐

PART II. Other Information

Part 1. Financial Information.

Item 1. Financial Statements.

Condensed Consolidated Balance Sheets (Unaudited)

Fixed maturities, at fair value (amortized cost $131,085,585 and $146,017,864)

Fixed maturities, at fair value (amortized cost $127,050,431 and $146,017,864)

* Balance sheet audited at December 31, 2020.

See accompanying notes.

Condensed Consolidated Statements of Operations (Unaudited)

See accompanying notes.

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

See accompanying notes.

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

Comprehensive Income

See accompanying notes.

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

Comprehensive Income

See accompanying notes.

Condensed Consolidated Statements of Cash Flows (Unaudited)

See accompanying notes.

Notes to Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

The accompanying Condensed Consolidated Balance Sheet as of ~~June~~September 30, 2021, which has been derived from audited consolidated financial statements, and the unaudited interim Condensed Consolidated Financial Statements include the accounts of UTG, Inc. (the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for audited annual financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which in the opinion of Management, are necessary for a fair presentation of the results for the interim periods. The unaudited Condensed Consolidated Financial Statements included herein and these related notes should be read in conjunction with the Company’s consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company’s results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or for any other future period.

During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19). The pandemic has significantly impacted the economic conditions in the U.S. and globally, accelerating during the first half of March, as federal, state, and local governments reacted to the public health crisis, creating significant uncertainties in the U.S. economy. The Company has not experienced a slow-down in activities, however government restrictions and client-imposed delays are evaluated regularly and this could change. While the disruption is currently expected to be temporary, there is uncertainty around the duration. The Company cannot at this time predict the ultimate impact the pandemic will have on its results of operations, financial position, liquidity, or capital resources but such impact could be material.

This document at times will refer to the Registrant’s largest shareholder, Mr. Jesse T. Correll and certain companies controlled by Mr. Correll. Mr. Correll holds a majority ownership of First Southern Funding, LLC (“FSF”), a Kentucky corporation, and First Southern Bancorp, Inc. (“FSBI”), a financial services holding company. FSBI operates through its 100% owned subsidiary bank, First Southern National Bank (“FSNB”). Banking activities are conducted through multiple locations within south-central and western Kentucky. Mr. Correll is Chief Executive Officer and Chairman of the Board of Directors of UTG and is currently UTG’s largest shareholder through his ownership control of FSF, FSBI and affiliates. At ~~June~~September 30, 2021, Mr. Correll owns or controls directly and indirectly approximately ~~65.02%~~65.14% of UTG’s outstanding stock.

UTG’s life insurance subsidiary, Universal Guaranty Life Insurance Company (“UG”), has several wholly-owned and majority-owned subsidiaries. The subsidiaries were formed to hold certain real estate investments. The real estate investments were placed into the limited liability companies and partnerships to provide additional protection to the policyholders and to UG.

Certain amounts in prior periods have been reclassified to conform with the current period presentation.

Note 2 – Recently Issued Accounting Standards

During the ~~six~~nine months ended ~~June~~September 30, 2021, there were no additions to or changes in the critical accounting policies disclosed in the 2020 Form 10-K.

Note 3 – Investments

Available for Sale Securities – Fixed Maturity Securities

The Company’s insurance subsidiary is regulated by insurance statutes and regulations as to the type of investments they are permitted to make, and the amount of funds that may be used for any one type of investment.

Investments in available for sale securities are summarized as follows:

June 30, 2021	Original or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
September 30, 2021									Original or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Investments available for sale:
Fixed maturities
U.S. Government and govt. agencies and authorities	$	23,274,044	$	683,042	$	0	$	23,957,086	$	23,263,171	$	577,619	$	0	$	23,840,790
U.S. special revenue and assessments		11,546,895		1,013,220		0		12,560,115		8,542,535		995,872		0		9,538,407
All other corporate bonds		96,264,646		13,468,218		0		109,732,864		95,244,725		12,364,817		0		107,609,542
	$	131,085,585	$	15,164,480	$	0	$	146,250,065	$	127,050,431	$	13,938,308	$	0	$	140,988,739

December 31, 2020	Original or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Investments available for sale:
Fixed maturities
U.S. Government and govt. agencies and authorities	$	36,285,535	$	1,186,999	$	0		$	37,472,534
U.S. special revenue and assessments		11,556,980		1,382,164		0			12,939,144
All other corporate bonds		98,175,349		17,604,617		(411,647	)		115,368,319
	$	146,017,864	$	20,173,780	$	(411,647	)	$	165,779,997

The amortized cost and estimated market value of debt securities at ~~June~~September 30, 2021, by contractual maturity, is shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Fixed Maturities Available for Sale
June 30, 2021
Amortized Cost Fair Value
Due in one year or less $ 13,537,448 $ 13,702,990
Due after one year through five years 42,747,908 45,774,071
Due after five years through ten years 25,688,722 29,045,145
Due after ten years 22,246,160 25,789,400
Fixed maturities with no single maturity date 26,865,347 31,938,459
Total $ 131,085,585 $ 146,250,065

Fixed Maturities Available for Sale September 30, 2021	Amortized Cost		Fair Value
Due in one year or less	$	10,520,492	$	10,617,273
Due after one year through five years		41,749,213		44,469,660
Due after five years through ten years		25,660,569		28,871,759
Due after ten years		22,208,169		25,380,790
Fixed maturities with no single maturity date		26,911,988		31,649,257
Total	$	127,050,431	$	140,988,739

The fair value of investments with sustained gross unrealized losses are as follows:

June 30, 2021	Less than 12 months					12 months or longer				Total
September 30, 2021															Less than 12 months					12 months or longer				Total
	Fair value			Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses			Fair value			Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
All other corporate bonds		$	0		0		0		0		0		$	0		$	0		0		0		0		0		$	0
Total fixed maturities		$	0		0		0		0		0		$	0		$	0		0		0		0		0		$	0

December 31, 2020	Less than 12 months						12 months or longer					Total
	Fair value			Unrealized losses			Fair value		Unrealized losses			Fair value		Unrealized losses
All other corporate bonds		$	4,937		(63	)		0		(411,584	)		4,937		$	(411,647	)
Total fixed maturities		$	4,937		(63	)		0		(411,584	)		4,937		$	(411,647	)

Additional information regarding investments in an unrealized loss position is as follows:

	Less than 12 months		12 months or longer		Total		Less than 12 months		12 months or longer		Total
As of June 30, 2021
As of September 30, 2021
Fixed maturities		0		0		0		0		0		0
As of December 31, 2020
Fixed maturities		1		1		2		1		1		2

Substantially all of the unrealized losses on fixed maturities at December 31, 2020 are attributable to changes in market interest rates and general disruptions in the credit market subsequent to purchase. The Company does not currently intend to sell nor does it expect to be required to sell any of the securities in an unrealized loss position. Based upon the Company’s expected continuation of receipt of contractually required principal and interest payments and its intent and ability to retain the securities until price recovery, as well as the Company’s evaluation of other relevant factors, the Company deems these securities to be temporarily impaired as of December 31, 2020.

Net Investment Gains (Losses)

The following table presents net investment gains (losses) and the change in net unrealized gains (losses) on investments.

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Realized gains:
Sales of fixed maturities $ 34,236 $ 11,732 $ 34,236 $ 403,215
Sales of equity securities 3,006,835 646,351 3,019,207 988,558
Sales of real estate 1,247,193 0 1,383,252 0
Other 0 0 0 0
Total realized gains 4,288,264 658,083 4,436,695 1,391,773
Realized losses:
Sales of fixed maturities 0 (64,992 ) 0 (64,992 )
Sales of equity securities (803 ) (2,571,937 ) (4,188 ) (3,422,627 )
Sales of real estate 0 0 0 0
Other-than-temporary impairments (411,584 ) 0 (411,584 ) 0
Other 0 0 0 0
Total realized losses (412,387 ) (2,636,929 ) (415,772 ) (3,487,619 )
Net realized investment gains (losses) 3,875,877 (1,978,846 ) 4,020,923 (2,095,846 )
Change in fair value of equity securities:
Change in fair value of equity securities held at the end of the period 195,136 16,704,460 20,375,015 (688,477 )
Change in fair value of equity securities 195,136 16,704,460 20,375,015 (688,477 )
Net investment gains (losses) $ 4,071,013 $ 14,725,614 $ 24,395,938 $ (2,784,323 )
Change in net unrealized gains (losses) on available-for-sale investments included in other comprehensive income:
Fixed maturities $ 2,505,067 $ 6,595,986 $ (4,975,001 ) $ 8,068,851
Net increase (decrease) $ 2,505,067 $ 6,595,986 $ (4,975,001 ) $ 8,068,851

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Realized gains:
Sales of fixed maturities	$	21,631		$	0		$	55,867		$	403,215
Sales of equity securities		19,344			646,353			3,038,551			1,634,911
Sales of real estate		104,204			869,756			1,487,456			869,756
Other		0			0			0			0
Total realized gains		145,179			1,516,109			4,581,874			2,907,882
Realized losses:
Sales of fixed maturities		0			0			0			(64,992	)
Sales of equity securities		(17,404	)		75,705			(21,592	)		(3,346,922	)
Sales of real estate		0			0			0			0
Other-than-temporary impairments		18,129			0			(393,455	)		0
Other		0			0			0			0
Total realized losses		725			75,705			(415,047	)		(3,411,914	)
Net realized investment gains (losses)		145,904			1,591,814			4,166,827			(504,032	)
Change in fair value of equity securities:
Change in fair value of equity securities held at the end of the period		(9,380,710	)		(2,115,401	)		10,994,305			(2,803,878	)
Change in fair value of equity securities		(9,380,710	)		(2,115,401	)		10,994,305			(2,803,878	)
Net investment gains (losses)	$	(9,234,806	)	$	(523,587	)	$	15,161,132		$	(3,307,910	)
Change in net unrealized gains (losses) on available-for-sale investments included in other comprehensive income:
Fixed maturities	$	(1,186,410	)	$	169,058		$	(6,161,411	)	$	8,237,909
Net increase (decrease)	$	(1,186,410	)	$	169,058		$	(6,161,411	)	$	8,237,909

Other-Than-Temporary Impairments

The Company regularly reviews its investment securities for factors that may indicate that a decline in fair value of an investment is other than temporary. The factors considered by Management in its regular review to identify and recognize other-than-temporary impairment losses on fixed maturities include, but are not limited to: the length of time and extent to which the fair value has been less than cost; the Company’s intent to sell, or be required to sell, the debt security before the anticipated recovery of its remaining amortized cost basis; the financial condition and near-term prospects of the issuer; adverse changes in ratings announced by one or more rating agencies; subordinated credit support, whether the issuer of a debt security has remained current on principal and interest payments; current expected cash flows; whether the decline in fair value appears to be issuer specific or, alternatively, a reflection of general market or industry conditions, including the effect of changes in market interest rates. If the Company intends to sell a debt security, or it is more likely than not that it would be required to sell a debt security before the recovery of its amortized cost basis, the entire difference between the security’s amortized cost basis and its fair value at the balance sheet date would be recognized by a charge to other-than-temporary losses in the Condensed Consolidated Statements of Operations.

Management regularly reviews its real estate portfolio in comparison to appraisal valuations and current market conditions for indications of other-than-temporary impairments. If a decline in value is judged by Management to be other-than-temporary, a loss is recognized by a charge to other-than-temporary impairment losses in the Condensed Consolidated Statements of Operations.

The Company recognized an other-than-temporary impairment of ~~$(411,584)~~$(393,455) on one fixed maturity security during ~~the second quarter of~~ 2021. The other-than-temporary impairment was recognized due to the length of time the investment remained in an unrealized loss position. The Company did not recognize any other-than-temporary impairments during the ~~six~~nine month period ended ~~June~~September 30, 2020.

Cost Method Investments

The Company held equity investments with an aggregate cost of $14,543,343 and $14,389,189 at ~~June~~September 30, 2021 and December 31, 2020, respectively. These equity investments were not reported at fair value because it is not practicable to estimate their fair values due to insufficient information being available. Management did not identify any events or changes in circumstances that might have a significant adverse effect on the reported value of those investments. Based on Management’s evaluation of the expected cash flow of the investments, and the Company’s ability and intent to hold the investments for a reasonable period of time, the Company does not deem an other-than-temporary impairment necessary at ~~June~~September 30, 2021.

Trading Securities

Securities designated as trading securities are reported at fair value, with gains or losses resulting from changes in fair value recognized in net investment income on the Condensed Consolidated Statements of Operations. Trading securities include exchange-traded equities and exchange-traded options. Trading securities carried as liabilities are securities sold short. A gain, limited to the price at which the security was sold short, or a loss, potentially unlimited in size, will be recognized upon the termination of the short sale. The fair value of derivatives included in trading security assets and trading security liabilities as of ~~June~~September 30, 2021 was $0 and ~~$675,~~$3,679, respectively. The fair value of derivatives included in trading security assets and trading security liabilities as of December 31, 2020 was $0 and $12,219, respectively. Earnings from trading securities are classified in cash flows from operating activities. The derivatives held by the Company are for income generation purposes only.

Trading revenue charged to net investment income from trading securities was:

	Three Months Ended				Three Months Ended
	June 30,				September 30,
	2021		2020		2021		2020
Net unrealized gains (losses)	$	950	$	0	$	379	$	1,581
Net realized gains (losses)		18,304		0		2,056		0
Net unrealized and realized gains (losses)	$	19,254	$	0	$	2,435	$	1,581

Six Months Ended
June 30,
2021 2020
Net unrealized gains (losses) $ (1,784 ) $ 0
Net realized gains (losses) 7,350 0
Net unrealized and realized gains (losses) $ 5,566 $ 0

	Nine Months Ended
	September 30,
	2021		2020
Net unrealized gains (losses)	$	1,329	$	1,581
Net realized gains (losses)		20,360		0
Net unrealized and realized gains (losses)	$	21,689	$	1,581

Mortgage Loans

The Company, from time to time, acquires mortgage loans through participation agreements with FSNB. FSNB has been able to provide the Company with additional expertise and experience in underwriting commercial and residential mortgage loans, which provide more attractive yields than the traditional bond market. The Company is able to receive participations from FSNB for three primary reasons: 1) FSNB has already reached its maximum lending limit to a single borrower, but the borrower is still considered a suitable risk; 2) the interest rate on a particular loan may be fixed for a long period that is more suitable for UG given its asset-liability structure; and 3) FSNB’s loan growth might at times outpace its deposit growth, resulting in FSNB participating such excess loan growth rather than turning customers away. For originated loans, the Company’s Management is responsible for the final approval of such loans after evaluation. Before a new loan is issued, the applicant is subject to certain criteria set forth by Company Management to ensure quality control. These criteria include, but are not limited to, a credit report, personal financial information such as outstanding debt, sources of income, and personal equity. Once the loan is approved, the Company directly funds the loan to the borrower. The Company bears all risk of loss associated with the terms of the mortgage with the borrower.

During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, the Company acquired ~~$747,941~~$3,305,354 and ~~$5,098,138~~$12,692,488 in mortgage loans, respectively. FSNB services the majority of the Company’s mortgage loan portfolio. The Company pays FSNB a 0.25% servicing fee on these loans and a one-time fee at loan origination of 0.50% of the original loan cost to cover costs incurred by FSNB relating to the processing and establishment of the loan.

During 2021 and 2020, the maximum and minimum lending rates for mortgage loans were:

2021 2020
Maximum rate Minimum rate Maximum rate Minimum rate
Farm Loans 5.00 % 4.50 % 4.50 % 4.50 %
Commercial Loans 5.25 % 4.10 % 5.25 % 4.24 %
Residential Loans 4.95 % 4.95 % 4.95 % 4.95 %

	2021						2020
	Maximum rate			Minimum rate			Maximum rate			Minimum rate
Farm Loans		5.00	%		4.50	%		4.50	%		4.50	%
Commercial Loans		5.25	%		4.10	%		5.25	%		4.24	%
Residential Loans		5.00	%		4.95	%		4.95	%		4.95	%

Most mortgage loans are first position loans. Loans issued are generally limited to no more than 80% of the appraised value of the property.

The Company has in place a monitoring system to provide Management with information regarding potential troubled loans. Letters are sent to each mortgagee when the loan becomes 30 days or more delinquent. Management is provided with a monthly listing of loans that are 60 days or more past due along with a brief description of what steps are being taken to resolve the delinquency. All loans 90 days or more past due are placed on a non-performing status and classified as delinquent loans. Quarterly, coinciding with external financial reporting, the Company reviews each delinquent loan and determines how each delinquent loan should be classified. Management believes the current internal controls surrounding the mortgage loan selection process provide a quality portfolio with minimal risk of foreclosure and/or negative financial impact.

Changes in the current economy could have a negative impact on the loans, including the financial stability of the borrowers, the borrowers’ ability to pay or to refinance, the value of the property held as collateral and the ability to find purchasers at favorable prices. Interest accruals are analyzed based on the likelihood of repayment. In no event will interest continue to accrue when accrued interest along with the outstanding principal exceeds the net realizable value of the property. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status.

A mortgage loan reserve is established and adjusted based on Management’s quarterly analysis of the portfolio and any deterioration in value of the underlying property which would reduce the net realizable value of the property below its current carrying value. The mortgage loan reserve was $0 at ~~June~~September 30, 2021 and December 31, 2020.

The following table summarizes the mortgage loan holdings of the Company for the periods ended:

June 30, 2021 December 31, 2020
In good standing $ 11,905,187 $ 18,704,351
Overdue interest over 90 days 2,080,773 2,098,014
Total mortgage loans $ 13,985,960 $ 20,802,365

	September 30, 2021		December 31, 2020
In good standing	$	14,281,747	$	18,704,351
Overdue interest over 90 days		2,080,773		2,098,014
Total mortgage loans	$	16,362,520	$	20,802,365

Investment Real Estate

Real estate held-for-investment is stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis for financial reporting purposes using estimated useful lives of 3 to 30 years. The Company periodically reviews its real estate held-for-investment for impairment and tests for recoverability whenever events or changes in circumstances indicate the carrying value may not be recoverable. During the ~~six~~nine months ended ~~June~~September 30, 2021, 0 impairments were recognized on the investment real estate.

Note 4 - Fair Value Measurements of the Condensed Consolidated Financial Statements provides further information regarding the fair value of financial instruments that are not measured at fair value. The investment real estate owned by the Company is included in this portion of the Note 4 - Fair Value Measurements disclosure.

The following table provides an allocation of the Company’s investment real estate by type:

	June 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Raw land	$	11,050,401	$	11,727,103	$	13,765,285	$	11,727,103
Commercial		2,710,224		3,530,064		2,654,217		3,530,064
Residential		3,279,519		2,797,648		2,961,360		2,797,648
Land, minerals and royalty interests		18,258,702		20,031,576		17,919,493		20,031,576
Total investment real estate	$	35,298,846	$	38,086,391	$	37,300,355	$	38,086,391

The Company’s investment real estate portfolio includes ownership in oil and gas royalties. As of ~~June~~September 30, 2021 and December 31, 2020, investments in oil and gas royalties represented ~~52%~~48% and ~~48%~~53%, respectively, of the total investment real estate portfolio. See Note 9 – Concentrations of Credit Risk of the Condensed Consolidated Financial Statements for additional information regarding the allocation of the oil and gas investment real estate holdings by industry type.

Gains and losses recognized on the disposition of the properties are recorded as realized gains and losses in the Condensed Consolidated Statements of Operations. During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, the Company acquired ~~$1,402,593~~$5,507,777 and $0 of investment real estate, respectively.

Notes Receivable

Notes receivable represent collateral loans and promissory notes issued by the Company and are reported at their unpaid principal balances, adjusted for valuation allowances. Valuation allowances are established for impaired loans when it is probable that contractual principal and interest will not be collected. The valuation allowance as of ~~June~~September 30, 2021 and December 31, 2020 was $0. Interest accruals are analyzed based on the likelihood of repayment. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status. During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 the Company acquired ~~$6,000,000~~$7,840,000 and $3,500,000 of notes receivable, respectively.

Before a new note is issued, the applicant is subject to certain criteria set forth by Company Management to ensure quality control. Once the note is approved, the Company directly funds the note to the borrower. Several of the notes have participation agreements in place, whereas the Company has reduced its investment in the note receivable by participating a portion of the note to a third party.

Similar to the mortgage loans, FSNB services several of the notes receivable. The Company, and the participants in the notes, share in the risk of loss associated with the terms of the note with the borrower, based upon their ownership percentage in the note. The Company has in place a monitoring system to provide Management with information regarding potential troubled loans.

Short-Term Investments

Short-term investments have remaining maturities exceeding three months and under 12 months at the time of purchase and are stated at amortized cost, which approximates fair value. The short-term investments consist of United States Treasury securities.

During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, the Company acquired $0 and $7,890,228, respectively, in short-term investments.

Note 4 – Fair Value Measurements

Fair Value Measurements on a Recurring Basis

Assets and liabilities recorded at fair value in the Condensed Consolidated Balance Sheets are measured and classified in accordance with a fair value hierarchy consisting of three levels based on the observability of valuation inputs:

Level 1 – Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Valuation methodologies include quoted prices for similar assets and liabilities in active markets or quoted prices for identical, quoted prices for identical or similar assets or liabilities in markets that are not active, or the Company may use various valuation techniques or pricing models that use observable inputs to measure fair value.

Level 3 – Valuation is based upon unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The following table presents information about assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value measurement based on the observability of the inputs used:

June 30, 2021	Level 1			Level 2		Level 3		Net Asset Value		Total
September 30, 2021													Level 1			Level 2		Level 3		Net Asset Value		Total
Financial assets:
Fixed maturities available for sale:
U.S. Government and government agencies and authorities	$	23,957,086		$	0	$	0	$	0	$	23,957,086		$	23,840,790		$	0	$	0	$	0	$	23,840,790
U.S. special revenue and assessments		0			12,560,115		0		0		12,560,115			0			9,538,407		0		0		9,538,407
Corporate securities		0			109,732,864		0		0		109,732,864			0			107,609,542		0		0		107,609,542
Total fixed maturities		23,957,086			122,292,979		0		0		146,250,065			23,840,790			117,147,949		0		0		140,988,739
Equity securities:
Common stocks		46,025,180			15,350,400		3,970,854		55,027,440		120,373,874			38,082,609			15,857,150		4,502,391		53,278,093		111,720,243
Preferred stocks		0			31,026		750,000		0		781,026			0			26,089		1,247,000		0		1,273,089
Total equity securities		46,025,180			15,381,426		4,720,854		55,027,440		121,154,900			38,082,609			15,883,239		5,749,391		53,278,093		112,993,332
Total financial assets	$	69,982,266		$	137,674,405	$	4,720,854	$	55,027,440	$	267,404,965		$	61,923,399		$	133,031,188	$	5,749,391	$	53,278,093	$	253,982,071

Liabilities
Trading securities	$	(675	)	$	0	$	0	$	0	$	(675	)	$	(3,679	)	$	0	$	0	$	0	$	(3,679	)

December 31, 2020	Level 1			Level 2		Level 3		Net Asset Value		Total
Financial assets:
Fixed maturities available for sale:
U.S. Government and government agencies and authorities	$	37,472,534		$	0	$	0	$	0	$	37,472,534
U.S. special revenue and assessments		0			12,939,144		0		0		12,939,144
Corporate securities		0			115,368,319		0		0		115,368,319
Total fixed maturities		37,472,534			128,307,463		0		0		165,779,997
Equity securities:
Common stocks		28,477,005			15,922,869		3,161,120		30,496,625		78,057,619
Preferred stocks		0			17,568		0		0		17,568
Total equity securities		28,477,005			15,940,437		3,161,120		30,496,625		78,075,187
Total financial assets	$	65,949,539		$	144,247,900	$	3,161,120	$	30,496,625	$	243,855,184

Liabilities
Trading securities	$	(12,219	)	$	0	$	0	$	0	$	(12,219	)

The following is a description of the valuation techniques used the by Company to measure assets reported at fair value on a recurring basis. There have been no significant changes in the valuation techniques utilized by the Company for the ~~six~~nine months ended ~~June~~September 30, 2021.

Available for Sale Securities

Securities classified as available for sale are recorded at fair value on a recurring basis. Securities classified as Level 1 utilized fair value measurements based upon quoted market prices, when available. If quoted market prices are not available, the Company obtains fair value measurements from recently executed transactions, market price quotations, benchmark yields and issuer spreads to value Level 2 securities. In certain instances where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. Fair value determinations for Level 3 measurements are estimated on a quarterly basis where assumptions used are reviewed to ensure the estimated fair value complies with accounting standard generally accepted in the United States.

Equity Securities at Fair Value

Equity securities consist of common stocks mainly in private equity investments, financial institutions and publicly traded corporations. Equity securities for which there is sufficient market data are categorized as Level 1 or 2 in the fair value hierarchy. For the equity securities in which quoted market prices are not available, the Company uses industry standard pricing methodologies, including discounted cash flow models that may incorporate various inputs such as payment expectations, risk of the investment, market data, and health of the underlying company. The inputs are based upon Management’s assumptions and available market information. When evidence is believed to support a change to the carrying value from the transaction price, adjustments are made to reflect the expected cash flows, material events and market data. These investments are included in Level 3 of the fair value hierarchy.

Equity Securities at Net Asset Value

Certain equity securities carried at fair value, which do not have readily determinable fair values, use net asset value (“NAV”) and are excluded from the fair value hierarchy. These investments are generally not readily redeemable by the investee. See Note 7 – Commitments and Contingencies for additional information regarding unfunded commitments.

Trading Securities

Trading securities are recorded at fair value. They are classified as Level 1 and utilize fair value measurements based upon quoted market prices.

Change in Level 3 Recurring Fair Value Measurements

The following table presents the changes in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains (losses) related to the Level 3 assets and liabilities.

	Equity Securities at Fair Value			Equity Securities at Net Asset Value		Total			Equity Securities at Fair Value			Equity Securities at Net Asset Value		Total
Balance at December 31, 2020	$	3,161,120		$	30,496,625	$	33,657,745		$	3,161,120		$	30,496,625	$	33,657,745
Realized gains (losses)		756,307			0		756,307			756,307			0		756,307
Unrealized gains (losses)		(243,123	)		7,543,329		7,300,206			(180,336	)		5,626,595		5,446,259
Purchases		1,802,857			16,987,486		18,790,343			2,768,607			17,154,873		19,923,480
Sales		(756,307	)		0		(756,307	)		(756,307	)		0		(756,307	)
Balance at June 30, 2021	$	4,720,854		$	55,027,440	$	59,748,294
Balance at September 30, 2021									$	5,749,391		$	53,278,093	$	59,027,484

Both observable and unobservable inputs may be used to determine the fair values of positions classified in Level 3 in the tables above. As a result, the unrealized gains (losses) on instruments held at ~~June~~September 30, 2021 and December 31, 2020 may include changes in fair value that were attributable to both observable and unobservable inputs.

Quantitative Information About Level 3 Fair Value Measurements

The following table presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments, and include only those instruments for which information about the inputs is reasonably available to the Company, such as data from independent third-party valuation service providers and from internal valuation models.

Financial Assets	Fair Value at June 30, 2021		Fair Value at December 31, 2020		Valuation Technique	Fair Value at September 30, 2021		Fair Value at December 31, 2020		Valuation Technique
Equities	$	55,027,440	$	30,496,625	Net Asset Value	$	53,278,093	$	30,496,625	Net Asset Value
Equities		4,720,854		3,161,120	Pricing Model		5,749,391		3,161,120	Pricing Model
Total	$	59,748,294	$	33,657,745		$	59,027,484	$	33,657,745

Uncertainty of Fair Value Measurements

The significant unobservable inputs used in the determination of the fair value of assets classified as Level 3 have an inherent measurement uncertainty that if changed could result in higher or lower fair value measurements of these assets as of the reporting date.

Equity Securities at Fair Value

Fair market value for equity securities is derived based on unobservable inputs, such as projected normalized revenues and industry standard multiples of revenue for the equity securities valued using pricing model. Significant increases (decreases) in either of those inputs in isolation would result in a significantly higher (lower) fair value measurement.

Investments in Certain Entities Carried at Fair Value Using Net Asset Value per Share

Fair Value at June 30, 2021

Unfunded Commitments

Redemption Frequency

Redemption Notice Period

Fair Value at September 30, 2021

Unfunded Commitments

Redemption Frequency

Redemption Notice Period

Investment Company	Fair Value at December 31, 2020		Unfunded Commitments		Redemption Frequency		Redemption Notice Period
Common Stocks
Growth Equity
Redeemable	$	21,713,727	$	0	Quarterly		45 days
Non-Redeemable		8,782,898		6,856,072		n/a		n/a
Total	$	30,496,625	$	6,856,072

Fair Value Measurements on a Nonrecurring Basis

Certain assets are not carried at fair value on a recurring basis. Accordingly, such investments are only included in the fair value hierarchy disclosure when the investment is subject to re-measurement at fair value after initial recognition and the resulting re-measurement is reflected in the Condensed Consolidated Financial Statements. The Company did not recognize any re-measurements or impairments of financial instruments at ~~June~~September 30, 2021 or December 31, 2020.

Fair Value Information About Financial Instruments Not Measured at Fair Value

The following table presents the carrying amount and estimated fair values of the Company’s financial instruments not measured at fair value and indicates the level in the fair value hierarchy of the estimated fair value measurement based on the observability of the inputs used:

	Carrying		Estimated								Carrying		Estimated
June 30, 2021	Amount		Fair Value		Level 1		Level 2		Level 3
September 30, 2021											Amount		Fair Value		Level 1		Level 2		Level 3
Common stock, at cost	$	5,860,000		5,860,000		0		0		5,860,000	$	5,860,000		5,860,000		0		0		5,860,000
Preferred stock, at cost		8,683,343		8,683,343		0		0		8,683,343		8,683,343		8,683,343		0		0		8,683,343
Mortgage loans on real estate		13,985,960		13,985,960		0		0		13,985,960		16,362,520		16,362,520		0		0		16,362,520
Investment real estate		35,298,846		80,069,238		0		0		80,069,238		37,300,355		87,894,540		0		0		87,894,540
Notes receivable		23,100,967		23,111,132		0		0		23,111,132		24,150,142		24,151,067		0		0		24,151,067
Policy loans		8,483,130		8,483,130		0		0		8,483,130		7,839,724		7,839,724		0		0		7,839,724

	Carrying		Estimated
December 31, 2020	Amount		Fair Value		Level 1		Level 2		Level 3
Common stock, at cost	$	5,860,000		5,860,000		0		0		5,860,000
Preferred stock, at cost		8,529,189		8,529,189		0		0		8,529,189
Mortgage loans on real estate		20,802,365		20,802,365		0		0		20,802,365
Investment real estate		38,086,391		82,689,332		0		0		82,689,332
Notes receivable		17,682,296		17,709,894		0		0		17,709,894
Policy loans		8,590,524		8,590,524		0		0		8,590,524

The above estimated fair value amounts have been determined based upon the following valuation methodologies. Considerable judgment was required to interpret market data in order to develop these estimates. Accordingly, the estimates are not necessarily indicative of the amounts which could be realized in a current market exchange. The use of different market assumptions or estimation methodologies may have a material effect on the fair value amounts.

The fair values of mortgage loans on real estate are estimated using discounted cash flow analyses and interest rates being offered for similar loans to borrowers with similar credit ratings. The inputs used to measure the fair value of our mortgage loans on real estate are classified as Level 3 within the fair value hierarchy.

A portion of the mortgage loans balance consists of discounted mortgage loans. The Company has historically purchased non-performing discounted mortgage loans at a deep discount through an auction process led by the Federal Government. In general, the discounted loans are non-performing and there is a significant amount of uncertainty surrounding the timing and amount of cash flows to be received by the Company. Accordingly, the Company records its investment in the discounted loans at its original purchase price, which Management believes approximates fair value. The inputs used to measure the fair value of our discounted mortgage loans are classified as Level 3 within the fair value hierarchy.

Investment real estate is recorded at the lower of the net investment in the real estate or the fair value of the real estate less costs to sell. The determination of fair value assessments are performed on a periodic, non-recurring basis by external appraisal and assessment of property values by Management. The inputs used to measure the fair value of our investment real estate are classified as Level 3 within the fair value hierarchy.

The fair values of notes receivable are estimated using discounted cash flow analyses and interest rates being offered for similar loans to borrowers with similar credit ratings. The inputs used to measure the fair value of the notes receivable are classified as Level 3 within the fair value hierarchy.

Policy loans are carried at the aggregate unpaid principal balances in the Condensed Consolidated Balance Sheets which approximate fair value, and earn interest at rates ranging from 4% to 8%. Individual policy liabilities in all cases equal or exceed outstanding policy loan balances. The inputs used to measure the fair value of our policy loans are classified as Level 3 within the fair value hierarchy.

Note 5 – Credit Arrangements

The UTG line of credit carries interest at a fixed rate of 3.750% and is payable monthly. As collateral, UTG has pledged 100% of the common voting stock of its wholly owned subsidiary, Universal Guaranty Life Insurance Company.

During May of 2021, the Federal Home Loan Bank approved UG’s Cash Management Advance Application (“CMA”). The CMA gives the Company the option of selecting a variable rate of interest for up to 90 days or a fixed rate for a maximum of 30 days. The variable rate CMA is prepayable at any time without a fee, while the fixed CMA is not prepayable prior to maturity. The Company has pledged bonds with a collateral lendable value of $12,129,569.

During the fourth quarter of 2021, Management made the business decision to pledge additional collateral to the Federal Home Loan Bank in order to increase the Company's borrowing capacity. The Company submitted, and the Federal Home Loan Bank approved, a new Cash Management Advance ("CMA") with a collateral lendable value of $25 million. This CMA replaces the CMA that was approved in May of 2021 for $10 million. During October of 2021, the Company borrowed $3 million on the CMA and Management will utilize the funds for investing activities. The interest rate on the borrowed funds is variable and currently is 0.24%.

The CMA is a source of overnight liquidity utilized to address the day-to-day cash needs of a Company. In order to provide the Company with multiple lending options, Management also applied for, and the FHLB approved, the Company's Repurchase ("REPO") Advance Application for $25 million. The REPO Advance requires a minimum borrowing of $15 million and provides financing for one day to one year at a fixed rate of interest. The Company has enough qualifying investments for collateral pledging of $25 million total against these 2 borrowing vehicles.

Note 6 – Shareholders’ Equity

Stock Repurchase Program – The Board of Directors of UTG has authorized the repurchase in the open market or in privately negotiated transactions of UTG’s common stock. At a meeting of the Board of Directors in September of 2020, the Board of Directors of UTG authorized the repurchase of up to an additional $1.5 million of UTG’s common stock, for a total repurchase of up to $20 million of UTG’s common stock in the open market or in privately negotiated transactions. Company Management has broad authority to operate the program, including the discretion of whether to purchase shares and the ability to suspend or terminate the program. Open market purchases are made based on the last available market price but may be limited. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company repurchased ~~8,849~~14,485 shares through the stock repurchase program for $~~238,971~~394,712. Through ~~June~~September 30, 2021, UTG has spent $~~18,325,220~~18,480,960 in the acquisition of ~~1,291,114~~1,296,750 shares under this program.

During 2021, the Company issued 6,294 shares of stock to management and employees as compensation at a cost of $170,538. These awards are determined at the discretion of the Board of Directors.

Earnings Per Share Calculations

Earnings per share are based on the weighted average number of common shares outstanding during each period. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, diluted earnings per share were the same as basic earnings per share since the Company had 0 dilutive instruments outstanding.

Note 7 – Commitments and Contingencies

The insurance industry has experienced a number of civil jury verdicts which have been returned against life and health insurers in the jurisdictions in which the Company does business involving the insurers’ sales practices, alleged agent misconduct, failure to properly supervise agents, and other matters. Some of the lawsuits have resulted in the award of substantial judgments against the insurer, including material amounts of punitive damages. In some states, juries have substantial discretion in awarding punitive damages in these circumstances. In the normal course of business, the Company is involved from time to time in various legal actions and other state and federal proceedings. Management is of the opinion that the ultimate disposition of the matters will not have a materially adverse effect on the Company’s results of operations or financial position.

Under the insurance guaranty fund laws in most states, insurance companies doing business in a participating state can be assessed up to prescribed limits for policyholder losses incurred by insolvent or failed insurance companies. Although the Company cannot predict the amount of any future assessments, most insurance guaranty fund laws currently provide that an assessment may be excused or deferred if it would threaten an insurer’s financial strength. Mandatory assessments may be partially recovered through a reduction in future premium tax in some states. The Company does not believe such assessments will be materially different from amounts already provided for in the condensed consolidated financial statements, though the Company has no control over such assessments.

The following table represents the total funding commitments and the unfunded commitment as of ~~June~~September 30, 2021 related to certain investments:

	Total Funding Commitment		Unfunded Commitment		Total Funding Commitment		Unfunded Commitment
RLF III, LLC	$	4,000,000	$	398,120	$	4,000,000	$	398,120
Sovereign’s Capital, LP Fund I		500,000		13,000		500,000		13,000
Sovereign's Capital, LP Fund II		1,000,000		109,033		1,000,000		109,033
Sovereign's Capital, LP Fund III		3,000,000		1,033,840		3,000,000		1,033,840
Macritchie Storage II, LP		7,000,750		1,656,075		7,000,750		1,656,075
Garden City Companies, LLC		2,000,000		1,872,425		2,000,000		1,855,039
Carrizo Springs Music, LLC		5,000,000		2,252,211		5,000,000		1,783,461
Modern Distributors, Inc.		7,200,000		3,700,000
Legacy Venture X, LLC		3,000,000		2,760,000		3,000,000		2,610,000
QCC Investment Co., LLC		1,500,000		150,000		1,500,000		150,000
Great American Media Group, LLC						4,000,000		2,160,000

During 2006, the Company committed to invest in RLF III, LLC (“RLF”), which makes land-based investments in undervalued assets. RLF makes capital calls as funds are needed for continued land purchases.

During 2012, the Company committed to invest in Sovereign’s Capital, LP Fund I (“Sovereign’s”), which invests in companies in emerging markets. Sovereign’s makes capital calls to investors as funds are needed.

During 2015, the Company committed to invest in Sovereign’s Capital, LP Fund II (“Sovereign’s II”), which invests in companies in emerging markets. Sovereign’s II makes capital calls to investors as funds are needed.

During 2018, the Company committed to invest in Sovereign’s Capital, LP Fund III (“Sovereign’s III”), which invests in companies in emerging markets. Sovereign’s III makes capital calls to investors as funds are needed.

During 2018, the Company committed to fund a mortgage loan for Macritchie Storage II, LP (“Macritchie”). Macritchie makes draw requests on the loan as funds are needed to fund the construction project.

During 2020, the Company committed to invest in Garden City Companies, LLC (“Garden City”), which invests primarily in companies in the healthcare, inspection/testing services and maintenance service arena. Garden City makes capital calls to investors as funds are needed.

During 2020, the Company committed to invest in Carrizo Springs Music, LLC (“Carrizo”), which invests in music royalties. Carrizo makes capital calls to its investors as funds are needed to acquire the royalty rights.

During 2020, the Company committed to ~~fund a collateral loan for Modern Distributors, Inc. (“Modern Distributors”). Modern Distributors makes draw requests on the loan as funds are needed to fund a construction project.~~

~~During 2020, the Company committed to~~ invest in Legacy Venture X, LLC (“Legacy Venture X”), which is a fund of funds. Legacy Venture X makes capital calls to its investors as funds are needed.

During 2021, the Company committed to invest in QCC Investment Co., LLC (“QCC”). The funds are being utilized to purchase a manufacturing entity. QCC makes capital calls to its investors as funds are needed.

During 2021, the Company committed to fund a collateral loan for Great American Media Group, LLC (“GAM”). GAM makes draw requests on the loan as funds are needed to fund the operating needs of the Company.

Note 8 – Other Cash Flow Disclosures

On a cash basis, the Company paid the following expenses:

	Three Months Ended						Three Months Ended
	June 30,						September 30,
	2021			2020			2021			2020
Interest		$	0		$	0		$	0		$	0
Federal income tax			0			2,110,000			0			419,000

	Six Months Ended						Nine Months Ended
	June 30,						September 30,
	2021			2020			2021			2020
Interest		$	0		$	0		$	0		$	0
Federal income tax			1,202,000			2,110,000			1,202,000			2,529,000

Note 9 – Concentrations of Credit Risk

The Company maintains cash balances in financial institutions that at times may exceed federally insured limits. The Company maintains its primary operating cash accounts with First Southern National Bank, an affiliate of the largest shareholder of UTG, Mr. Jesse Correll, the Company’s CEO and Chairman. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

Because UTG serves primarily individuals located in 4 states, the ability of our customers to pay their insurance premiums is impacted by the economic conditions in these areas. As of ~~June~~September 30, 2021 and 2020, approximately ~~52%~~53% and 55%, respectively, of the Company’s total direct premium was collected from Illinois, Ohio, Texas and West Virginia. Thus, results of operations are heavily dependent upon the strength of these economies.

The Company reinsures that portion of insurance risk which is in excess of its retention limits. Retention limits range up to $125,000 per life. Life insurance ceded represented 21% and 20% of total life insurance in force at ~~June~~September 30, 2021 and December 31, 2020, respectively. Insurance ceded represented ~~36%~~37% of premium income for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020. The Company would be liable for the reinsured risks ceded to other companies to the extent that such reinsuring companies are unable to meet their obligations.

The Company owns a variety of investments associated with the oil and gas industry. These investments represent approximately ~~24%~~23% and 20% of the Company’s total invested assets as of ~~June~~September 30, 2021 and December 31, 2020, respectively. The following table provides an allocation of the oil and gas investments by type.

June 30, 2021	Land, Minerals & Royalty Interests		Exploration		Total
September 30, 2021							Land, Minerals & Royalty Interests		Exploration		Total
Fixed maturities, at fair value	$	0	$	1,292,850	$	1,292,850	$	0	$	1,273,340	$	1,273,340
Equity securities, at fair value		62,439,697		0		62,439,697		56,318,232		0		56,318,232
Investment real estate		18,258,702		0		18,258,702		17,919,493		0		17,919,493
Notes receivable		6,000,000		0		6,000,000		6,000,000		0		6,000,000
Total	$	86,698,399	$	1,292,850	$	87,991,249	$	80,237,725	$	1,273,340	$	81,511,065

December 31, 2020	Land, Minerals & Royalty Interests		Exploration		Total
Fixed maturities, at fair value	$	0	$	1,268,670	$	1,268,670
Equity securities, at fair value		41,551,468		0		41,551,468
Investment real estate		20,031,576		0		20,031,576
Notes receivable		6,000,000		0		6,000,000
Total	$	67,583,044	$	1,268,670	$	68,851,714

At ~~June~~September 30, 2021 and December 31, 2020, the Company owned 2 equity securities that represented approximately ~~56%~~52% and 47%, respectively, of the total investments associated with the oil and gas industry.

The Company’s results of operations and financial condition have in the past been, and may in the future be, adversely affected by the degree of certain industry specific concentrations in the Company’s investment portfolio. The Company has significant exposure to investments associated with the oil and gas industry. Events or developments that have a negative effect on the oil and gas industry may adversely affect the valuation of our investments in this specific industry. The Company’s ability to sell its investments associated with the oil and gas industry may be limited.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

Critical Accounting Policies

Results of Operations

The following table summarizes our investment performance.

The following table reflects net investment income of the Company:

Investment Information

ITEM 4. CONTROLS AND PROCEDURES

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

ITEM 4. MINE SAFETY DISCLOSURES

ITEM 5. OTHER INFORMATION

	UTG, INC.
	(Exact name of registrant as specified in its charter)

Delaware		20-2907892
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

	205 North Depot Street
	Stanford, KY 40484
	(Address of principal executive offices) (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Name of each exchange on which registered
None	None

		June 30, 2021		December 31, 2020*			September 30, 2021		December 31, 2020*
ASSETS	ASSETS					ASSETS
Investments:
Investments available for sale:
Fixed maturities, at fair value (amortized cost $131,085,585 and $146,017,864)		$	146,250,065	$	165,779,997
Equity securities, at fair value (cost $61,058,683 and $36,833,795)			121,154,900		78,075,187
Fixed maturities, at fair value (amortized cost $127,050,431 and $146,017,864)							$	140,988,739	$	165,779,997
Equity securities, at fair value (cost $62,285,191 and $36,833,795)								112,993,332		78,075,187
Equity securities, at cost			14,543,343		14,389,189			14,543,343		14,389,189
Mortgage loans on real estate at amortized cost			13,985,960		20,802,365			16,362,520		20,802,365
Investment real estate			35,298,846		38,086,391			37,300,355		38,086,391
Notes receivable			23,100,967		17,682,296			24,150,142		17,682,296
Policy loans			8,483,130		8,590,524			7,839,724		8,590,524
Total investments			362,817,211		343,405,949			354,178,155		343,405,949

Cash and cash equivalents			30,980,881		39,025,754			24,113,715		39,025,754
Accrued investment income			1,326,810		1,341,643			1,042,484		1,341,643
Reinsurance receivables:
Future policy benefits			25,043,878		25,267,920			24,832,037		25,267,920
Policy claims and other benefits			3,965,697		3,988,088			4,595,374		3,988,088
Cost of insurance acquired			3,743,626		4,101,471			3,565,243		4,101,471
Property and equipment, net of accumulated depreciation			310,322		348,170			293,166		348,170
Income tax receivable			803,265		0			1,164,851		0
Other assets			652,821		1,577,098			1,366,168		1,577,098
Total assets		$	429,644,511	$	419,056,093		$	415,151,193	$	419,056,093

LIABILITIES AND SHAREHOLDERS' EQUITY	LIABILITIES AND SHAREHOLDERS' EQUITY					LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Policy liabilities and accruals:
Future policyholder benefits		$	239,471,396	$	243,990,881		$	237,382,672	$	243,990,881
Policy claims and benefits payable			4,588,575		4,169,569			4,330,434		4,169,569
Other policyholder funds			353,451		365,761			347,812		365,761
Dividend and endowment accumulations			14,745,229		14,836,158			14,652,254		14,836,158
Income taxes payable			0		268,497			0		268,497
Deferred income taxes			15,960,900		12,995,714			13,302,678		12,995,714
Trading securities, at fair value (proceeds $652 and $11,246)			675		12,219
Trading securities, at fair value (proceeds $3,679 and $11,246)								3,679		12,219
Other liabilities			5,059,652		5,275,803			5,789,143		5,275,803
Total liabilities			280,179,878		281,914,602			275,808,672		281,914,602

Shareholders' equity:
Common stock - 0 par value, stated value $0.001 per share. Authorized 7,000,000 shares - 3,173,009 and 3,175,564 shares outstanding			3,174		3,176
Common stock - 0 par value, stated value $0.001 per share. Authorized 7,000,000 shares - 3,167,373 and 3,175,564 shares outstanding								3,168		3,176
Additional paid-in capital			32,956,587		33,025,018			32,800,852		33,025,018
Retained earnings			104,035,750		88,068,284			95,023,478		88,068,284
Accumulated other comprehensive income			11,952,095		15,584,241			10,983,419		15,584,241
Total UTG shareholders' equity			148,947,606		136,680,719			138,810,917		136,680,719
Noncontrolling interests			517,027		460,772			531,604		460,772
Total shareholders' equity			149,464,633		137,141,491			139,342,521		137,141,491
Total liabilities and shareholders' equity		$	429,644,511	$	419,056,093		$	415,151,193	$	419,056,093

		Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
		June 30,			June 30,			June 30,			June 30,			September 30,			September 30,			September 30,			September 30,
		2021			2020			2021			2020			2021			2020			2021			2020
Revenue:
Premiums and policy fees		$	2,296,481		$	2,379,976		$	4,595,544		$	4,735,731		$	2,274,672		$	2,285,170		$	6,870,216		$	7,020,901
Ceded reinsurance premiums and policy fees			(696,061	)		(690,036	)		(1,288,535	)		(1,370,476	)		(725,156	)		(757,649	)		(2,013,691	)		(2,128,125	)
Net investment income			2,082,359			3,021,654			4,042,026			5,851,840			2,134,293			2,231,360			6,176,319			8,083,200
Other income			94,470			93,772			189,205			152,814			92,998			111,775			282,203			264,589
Revenue before net investment gains (losses)			3,777,249			4,805,366			7,538,240			9,369,909			3,776,807			3,870,656			11,315,047			13,240,565
Net investment gains (losses):
Other-than-temporary impairments			(411,584	)		0			(411,584	)		0			18,129			0			(393,455	)		0
Other realized investment gains, net			4,287,461			(1,978,846	)		4,432,507			(2,095,846	)		127,775			1,591,814			4,560,282			(504,032	)
Change in fair value of equity securities			195,136			16,704,460			20,375,015			(688,477	)		(9,380,710	)		(2,115,401	)		10,994,305			(2,803,878	)
Total net investment gains (losses)	��		4,071,013			14,725,614			24,395,938			(2,784,323	)		(9,234,806	)		(523,587	)		15,161,132			(3,307,910	)
Total revenue			7,848,262			19,530,980			31,934,178			6,585,586			(5,457,999	)		3,347,069			26,476,179			9,932,655

Benefits and other expenses:
Benefits, claims and settlement expenses:
Life			4,025,758			3,422,177			8,020,609			6,962,538			4,974,295			4,460,762			12,994,904			11,423,300
Ceded reinsurance benefits and claims			(577,515	)		(353,168	)		(986,666	)		(988,111	)		(904,913	)		(966,260	)		(1,891,579	)		(1,954,371	)
Annuity			255,538			259,049			493,093			491,537			246,362			250,486			739,455			742,023
Dividends to policyholders			86,476			92,005			174,284			186,320			68,243			70,125			242,527			256,445
Commissions and amortization of deferred policy acquisition costs			(30,754	)		(28,559	)		(56,908	)		(63,676	)		(37,464	)		(35,865	)		(94,372	)		(99,541	)
Amortization of cost of insurance acquired			179,102			186,212			357,845			372,425			178,383			186,214			536,228			558,639
Operating expenses			1,734,156			1,703,606			3,837,533			3,690,298			1,777,102			2,559,653			5,614,635			6,249,951
Total benefits and other expenses			5,672,761			5,281,322			11,839,790			10,651,331			6,302,008			6,525,115			18,141,798			17,176,446

Income (loss) before income taxes			2,175,501			14,249,658			20,094,388			(4,065,745	)		(11,760,007	)		(3,178,046	)		8,334,381			(7,243,791	)
Income tax (benefit) expense			350,499			2,504,024			4,070,667			(864,558	)		(2,762,312	)		(765,421	)		1,308,355			(1,629,979	)

Net income (loss)			1,825,002			11,745,634			16,023,721			(3,201,187	)		(8,997,695	)		(2,412,625	)		7,026,026			(5,613,812	)

Net income attributable to noncontrolling interests			(26,502	)		(33,514	)		(56,255	)		(65,754	)		(14,577	)		(34,081	)		(70,832	)		(99,835	)

Net income (loss) attributable to common shareholders		$	1,798,500		$	11,712,120		$	15,967,466		$	(3,266,941	)	$	(9,012,272	)	$	(2,446,706	)	$	6,955,194		$	(5,713,647	)

Amounts attributable to common shareholders
Basic income (loss) per share		$	0.57		$	3.58		$	5.03		$	(1.00	)	$	(2.84	)	$	(0.76	)	$	2.19		$	(1.75	)

Diluted income (loss) per share		$	0.57		$	3.58		$	5.03		$	(1.00	)	$	(2.84	)	$	(0.76	)	$	2.19		$	(1.75	)

Basic weighted average shares outstanding			3,175,027			3,272,715			3,176,012			3,273,395			3,169,328			3,221,049			3,173,755			3,256,217

Diluted weighted average shares outstanding			3,175,027			3,272,715			3,176,012			3,273,395			3,169,328			3,221,049			3,173,755			3,256,217

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,			June 30,			June 30,			June 30,			September 30,			September 30,			September 30,			September 30,
	2021			2020			2021			2020			2021			2020			2021			2020
Net income (loss)	$	1,825,002		$	11,745,634		$	16,023,721		$	(3,201,187	)	$	(8,997,695	)	$	(2,412,625	)	$	7,026,026		$	(5,613,812	)

Other comprehensive income (loss):

Unrealized holding gains (losses) arising during period, pre-tax		2,505,067			6,595,986			(4,975,001	)		8,068,851			(1,186,410	)		169,058			(6,161,411	)		8,237,909
Tax (expense) benefit on unrealized holding gains (losses) arising during the period		(526,064	)		(1,385,157	)		1,044,750			(1,694,459	)		249,146			(35,502	)		1,293,896			(1,729,961	)
Unrealized holding gains (losses) arising during period, net of tax		1,979,003			5,210,829			(3,930,251	)		6,374,392			(937,264	)		133,556			(4,867,515	)		6,507,948

Less reclassification adjustment for (gains) losses included in net income		377,348			53,260			377,348			(338,223	)		(39,762	)		0			337,586			(338,223	)
Tax expense (benefit) for gains included in net income (loss)		(79,243	)		(11,185	)		(79,243	)		71,027			8,350			0			(70,893	)		71,027
Reclassification adjustment for (gains) losses included in net income, net of tax		298,105			42,075			298,105			(267,196	)		(31,412	)		0			266,693			(267,196	)
Subtotal: Other comprehensive income (loss), net of tax		2,277,108			5,252,904			(3,632,146	)		6,107,196			(968,676	)		133,556			(4,600,822	)		6,240,752

Comprehensive income (loss)		4,102,110			16,998,538			12,391,575			2,906,009			(9,966,371	)		(2,279,069	)		2,425,204			626,940

Less comprehensive income attributable to noncontrolling interests		(26,502	)		(33,514	)		(56,255	)		(65,754	)		(14,577	)		(34,081	)		(70,832	)		(99,835	)

Comprehensive income (loss) attributable to UTG, Inc.	$	4,075,608		$	16,965,024		$	12,335,320		$	2,840,255		$	(9,980,948	)	$	(2,313,150	)	$	2,354,372		$	527,105

Large accelerated filer □	Accelerated filer □

Non-accelerated filer □	Smaller reporting company ☒

	Emerging growth company ☐

PART I. Financial Information	4
Item 1. Financial Statements	4
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Comprehensive Income (Loss)	6
Condensed Consolidated Statements of Shareholders’ Equity	7
Condensed Consolidated Statements of Cash Flows	9
Notes to Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 4. Controls and Procedures	2930
PART II. Other Information	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3. Defaults Upon Senior Securities	30
Item 4. Mine Safety Disclosures	30
Item 5. Other Information	30
Item 6. Exhibits	30
Signatures	31

Three Months Ended June 30, 2021	Common Stock			Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Shareholders’ Equity
Three Months Ended September 30, 2021																Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income			Noncontrolling Interest		Total Shareholders’ Equity

Balance at March 31, 2021	$	3,178		$	33,065,925		$	102,237,250	$	9,674,987	$	490,525	$	145,471,865
Balance at June 30, 2021																$	3,174		$	32,956,587		$	104,035,750		$	11,952,095		$	517,027	$	149,464,633
Common stock issued during year		1			16,772			0		0		0		16,773			0			0			0			0			0		0
Treasury shares acquired		(5	)		(126,110	)		0		0		0		(126,115	)		(6	)		(155,735	)		0			0			0		(155,741	)
Net income (loss) attributable to common shareholders		0			0			1,798,500		0		0		1,798,500			0			0			(9,012,272	)		0			0		(9,012,272	)
Unrealized holding income on securities net of noncontrolling interest and reclassification adjustment and taxes		0			0			0		2,277,108		0		2,277,108			0			0			0			(968,676	)		0		(968,676	)
Contributions		0			0			0		0		0		0			0			0			0			0			0		0
Distributions		0			0			0		0		0		0			0			0			0			0			0		0
Gain attributable to noncontrolling interest		0			0			0		0		26,502		26,502			0			0			0			0			14,577		14,577
Balance at June 30, 2021	$	3,174		$	32,956,587		$	104,035,750	$	11,952,095	$	517,027	$	149,464,633
Balance at September 30, 2021																$	3,168		$	32,800,852		$	95,023,478		$	10,983,419		$	531,604	$	139,342,521

Six Months Ended June 30, 2021	Common Stock			Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income			Noncontrolling Interest		Total Shareholders’ Equity
Nine Months Ended September 30, 2021																	Common Stock			Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income			Noncontrolling Interest		Total Shareholders’ Equity

Balance at December 31, 2020	$	3,176		$	33,025,018		$	88,068,284	$	15,584,241		$	460,772	$	137,141,491		$	3,176		$	33,025,018		$	88,068,284	$	15,584,241		$	460,772	$	137,141,491
Common stock issued during year		7			170,531			0		0			0		170,538			7			170,531			0		0			0		170,538
Treasury shares acquired		(9	)		(238,962	)		0		0			0		(238,971	)		(15	)		(394,697	)		0		0			0		(394,712	)
Net income (loss) attributable to common shareholders		0			0			15,967,466		0			0		15,967,466			0			0			6,955,194		0			0		6,955,194
Unrealized holding income on securities net of noncontrolling interest and reclassification adjustment and taxes		0			0			0		(3,632,146	)		0		(3,632,146	)		0			0			0		(4,600,822	)		0		(4,600,822	)
Contributions		0			0			0		0			0		0			0			0			0		0			0		0
Distributions		0			0			0		0			0		0			0			0			0		0			0		0
Gain attributable to noncontrolling interest		0			0			0		0			56,255		56,255			0			0			0		0			70,832		70,832
Balance at June 30, 2021	$	3,174		$	32,956,587		$	104,035,750	$	11,952,095		$	517,027	$	149,464,633
Balance at September 30, 2021																	$	3,168		$	32,800,852		$	95,023,478	$	10,983,419		$	531,604	$	139,342,521

Three Months Ended June 30, 2020	Common Stock			Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Shareholders’ Equity
Three Months Ended September 30, 2020																Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Shareholders’ Equity

Balance at March 31, 2020	$	3,276		$	35,903,350		$	71,000,617	$	9,832,206	$	555,874	$	117,295,323
Balance at June 30, 2020																$	3,272		$	35,780,640		$	82,712,737		$	15,085,110	$	589,388	$	134,171,147
Common stock issued during year		1			16,739			0		0		0		16,740			0			0			0			0		0		0
Treasury shares acquired		(5	)		(139,449	)		0		0		0		(139,454	)		(95	)		(2,724,078	)		0			0		0		(2,724,173	)
Net income attributable to common shareholders		0			0			11,712,120		0		0		11,712,120			0			0			(2,446,706	)		0		0		(2,446,706	)
Unrealized holding income on securities net of noncontrolling interest and reclassification adjustment and taxes		0			0			0		5,252,904		0		5,252,904			0			0			0			133,556		0		133,556
Contributions		0			0			0		0		0		0			0			0			0			0		0		0
Distributions		0			0			0		0		0		0			0			0			0			0		0		0
Gain attributable to noncontrolling interest		0			0			0		0		33,514		33,514			0			0			0			0		34,081		34,081
Balance at June 30, 2020	$	3,272		$	35,780,640		$	82,712,737	$	15,085,110	$	589,388	$	134,171,147
Balance at September 30, 2020																$	3,177		$	33,056,562		$	80,266,031		$	15,218,666	$	623,469	$	129,167,905

Six Months Ended June 30, 2020	Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Shareholders’ Equity
Nine Months Ended September 30, 2020																	Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Shareholders’ Equity

Balance at December 31, 2019	$	3,279		$	36,012,401		$	85,979,678		$	8,977,914	$	523,634	$	131,496,906		$	3,279		$	36,012,401		$	85,979,678		$	8,977,914	$	523,634	$	131,496,906
Common stock issued during year		7			218,282			0			0		0		218,289			7			218,282			0			0		0		218,289
Treasury shares acquired		(14	)		(450,043	)		0			0		0		(450,057	)		(109	)		(3,174,121	)		0			0		0		(3,174,230	)
Net income attributable to common shareholders		0			0			(3,266,941	)		0		0		(3,266,941	)		0			0			(5,713,647	)		0		0		(5,713,647	)
Unrealized holding income on securities net of noncontrolling interest and reclassification adjustment and taxes		0			0			0			6,107,196		0		6,107,196			0			0			0			6,240,752		0		6,240,752
Contributions		0			0			0			0		0		0			0			0			0			0		0		0
Distributions		0			0			0			0		0		0			0			0			0			0		0		0
Gain attributable to noncontrolling interest		0			0			0			0		65,754		65,754			0			0			0			0		99,835		99,835
Balance at June 30, 2020	$	3,272		$	35,780,640		$	82,712,737		$	15,085,110	$	589,388	$	134,171,147
Balance at September 30, 2020																	$	3,177		$	33,056,562		$	80,266,031		$	15,218,666	$	623,469	$	129,167,905

Instrument	Issue Date	Maturity Date	Revolving Credit Limit		December 31, 2020		Borrowings	Repayments	June 30, 2021		Issue Date	Maturity Date	Revolving Credit Limit		December 31, 2020		Borrowings	Repayments	September 30, 2021
Lines of Credit:
UTG	11/20/2013	11/20/2021	$	8,000,000		0	0	0	$	0	11/20/2013	11/20/2021	$	8,000,000		0	0	0	$	0
UG	6/2/2015	5/6/2022		10,000,000		0	0	0		0	6/2/2015	5/6/2022		10,000,000		0	0	0		0

		Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020		2021		2020		2021		2020

Fixed maturities available for sale	$	1,176,332	$	1,312,095	$	2,379,814	$	2,721,419	$	1,107,003	$	1,301,923	$	3,486,817	$	4,023,342
Equity securities		273,353		188,824		570,952		944,226		349,007		238,082		919,959		1,182,308
Trading securities		5,566		0		19,254		0		2,435		1,581		21,689		1,581
Mortgage loans		111,817		159,285		381,621		245,084		142,195		147,202		523,816		392,286
Real estate		778,605		1,635,847		1,333,329		2,242,504		914,425		563,306		2,247,754		2,805,810
Notes receivable		299,999		336,712		493,870		538,933		244,679		244,473		738,549		783,406
Policy loans		163,705		166,708		296,499		304,678		130,394		139,602		426,893		444,280
Cash and cash equivalents		0		4,132		0		103,080		0		38,429		0		141,509
Short-term		586		46,836		1,148		53,174		755		284		1,903		53,458
Total consolidated investment income		2,809,963		3,850,439		5,476,487		7,153,098		2,890,893		2,674,882		8,367,380		9,827,980
Investment expenses		(727,604)		(828,785)		(1,434,461)		(1,301,258)		(756,600)		(443,522)		(2,191,061)		(1,744,780)
Consolidated net investment income	$	2,082,359	$	3,021,654	$	4,042,026	$	5,851,840	$	2,134,293	$	2,231,360	$	6,176,319	$	8,083,200

Exhibit Number	Description
*31.1	Certification of Jesse T. Correll, Chief Executive Officer and Chairman of the Board of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2	Certification of Theodore C. Miller, Chief Financial Officer and Senior Vice President of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*32.1	Certificate of Jesse T. Correll, Chief Executive Officer and Chairman of the Board of UTG, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*32.2	Certificate of Theodore C. Miller, Chief Financial Officer and Senior Vice President of UTG, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**101	The following financial statements from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to the Condensed Consolidated Financial Statements (detail tagged).
**104	Cover Page Interactive Data File (formatted in iXBRL and included in exhibit 101).

Date:	~~August 13,~~November 12, 2021	By	/s/ James P. Rousey
			James P. Rousey
			President and Director

Date:	~~August 13,~~November 12, 2021	By	/s/ Theodore C. Miller
			Theodore C. Miller
			Senior Vice President and Chief Financial Officer