United States

Securities and Exchange Commission

Washington,, D.C. 20549

 

FORM 10-Q

(Mark One)

[ X ]

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities ExchangeSecurities Exchange act of 1934

  
 

For the quarterly period ended September 30, 2017

March 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: 000-52613

 

FIRST TRINITY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Oklahoma

34-1991436

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

                              

7633 East 63rd Place, Suite 230

Tulsa, Oklahoma 74133-1246

(Address of principal executive offices)

 

(918) 249-2438

(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 Exchange Act during the past 12 months (or for 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 ☑       No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☑ No ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.  (Check one):

 

Large accelerated filer:  ☐ 

Accelerated filer:  ☐

Non-accelerated filer:  ☐

Smaller reporting company:  ☑

Emerging growth company:   

 

  

 

If an emerging growth company, indicate by check mark if 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.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

Yes ☐       No ☑

 

State the number of shares outstanding of each of the issuer’sissuer’s classes of common equity, as of the latest practicable date: CommonAs of May 8, 2020, the registrant had 7,854,912 shares of Class A common stock, .01 par value, asoutstanding and 116,547 shares of November 6, 2017: 7,802,593 sharesClass B common stock, .01 par value, outstanding.

Securities registered pursuant to section 12(b) of the Act: None.

 


 

 

FIRST TRINITY FINANCIAL CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR QUARTERLY PERIOD ENDED SEPTEMBERMARCH 31, 20 3020, 2017

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

Page Number
  

Item 1. Consolidated Financial Statements

 
  

Consolidated Statements of Financial Position as of September 30, 2017March 31, 2020 (Unaudited) and December 31, 2016

2019  
3
  

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017March 31, 2020 and 20162019 (Unaudited)

4
  

Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2017March 31, 2020 and 20162019 (Unaudited)

5
  

Consolidated Statements of Changes in ShareholdersShareholders’ Equity for the NineThree Months Ended September 30, 2017March 31, 2020 and 2016 2019 (Unaudited)

6
  

Consolidated Statements of Cash Flows for the NineThree Months Ended September 30, 2017March 31, 2020 and 20162019 (Unaudited)

7
  

Notes to Consolidated Financial Statements (Unaudited)

9
  

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

3633
Item 4. Controls and Procedures  55
Part II. OTHER INFORMATION 
  

Item 4. Controls and Procedures

1. Legal Proceedings 
6755
  

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

67

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

6956
  

Item 3. Defaults upon Senior Securities

6956
  

Item 4. Mine Safety Disclosures

6956
  

Item 5.     Other Information

6956
  

Item 6.     Exhibits

6956
  

Signatures

7057
  

Exhibit No. 31.1

 

Exhibit No. 31.2

 

Exhibit No. 32.1

   

Exhibit No. 32.2

 

Exhibit No. 101.INS

 

Exhibit No. 101.SCH

 

Exhibit No. 101.CAL

 

Exhibit No. 101.DEF

 

Exhibit No. 101.LAB

 

Exhibit No. 101.PRE

 

                                                    


2

 

PART I – FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

First Trinity Financial Corporation and Subsidiaries

Consolidated Statements of Financial Position

 

 

(Unaudited)

      

(Unaudited)

     
 

September 30, 2017

  

December 31, 2016

  

March 31, 2020

  

December 31, 2019

 

Assets

                

Investments

                

Available-for-sale fixed maturity securities at fair value (amortized cost: $142,612,677 and $128,310,265 as of September 30, 2017 and December 31, 2016, respectively)

 $148,042,788  $129,311,155 

Available-for-sale equity securities at fair value (cost: $602,232 and $599,400 as of September 30, 2017 and December 31, 2016, respectively)

  672,358   638,407 

Available-for-sale fixed maturity securities at fair value (amortized cost: $162,916,429 and $166,760,448 as of March 31, 2020 and December 31, 2019, respectively)

 $161,876,414  $178,951,324 

Available-for-sale preferred stock at fair value (cost: $49,945 as of March 31, 2020 and December 31, 2019)

  49,600   51,900 

Equity securities at fair value (cost: $182,375 and $180,194 as of March 31, 2020 and December 31, 2019, respectively)

  164,788   201,024 

Mortgage loans on real estate

  103,013,015   74,371,286   166,881,532   162,404,640 

Investment real estate

  2,354,311   2,506,673   2,659,478   1,951,759 

Policy loans

  1,626,771   1,598,116   2,087,602   2,026,301 

Short-term investments

  1,832,872   1,831,087 

Other long-term investments

  57,675,405   46,788,873   73,146,105   71,824,480 

Total investments

  313,384,648   255,214,510   408,698,391   419,242,515 

Cash and cash equivalents

  28,959,503   34,223,945   16,728,153   23,212,170 

Accrued investment income

  2,618,245   2,176,770   5,348,548   5,207,823 

Recoverable from reinsurers

  1,157,109   1,258,938   3,455,756   1,244,733 

Assets held in trust under coinsurance agreement

  100,291,192   105,089,240 

Agents' balances and due premiums

  1,602,599   1,419,250   1,980,608   1,618,115 

Deferred policy acquisition costs

  23,164,372   18,191,990   39,199,188   38,005,639 

Value of insurance business acquired

  5,610,747   5,908,835   4,811,474   4,891,448 

Other assets

  10,059,398   14,858,375   11,018,287   6,424,691 

Total assets

 $386,556,621  $333,252,613  $591,531,597  $604,936,374 

Liabilities and Shareholders' Equity

                

Policy liabilities

                

Policyholders' account balances

 $292,128,688  $245,346,489  $362,198,197  $363,083,838 

Future policy benefits

  48,002,489   44,266,227   67,807,951   65,015,390 

Policy claims

  1,027,121   997,814   1,139,262   1,399,393 

Other policy liabilities

  90,487   69,854   84,921   132,975 

Total policy liabilities

  341,248,785   290,680,384   431,230,331   429,631,596 

Funds withheld under coinsurance agreement

  101,038,693   105,638,974 

Deferred federal income taxes

  2,071,174   693,470   3,752,091   6,345,918 

Other liabilities

  1,395,790   5,598,484   5,993,680   5,901,624 

Total liabilities

  344,715,749   296,972,338   542,014,795   547,518,112 

Shareholders' equity

                

Common stock, par value $.01 per share (20,000,000 shares authorized, 8,050,173 issued as of September 30, 2017 and December 31, 2016 and 7,802,593 outstanding as of September 30, 2017 and December 31, 2016)

  80,502   80,502 

Class A common stock, par value $.01 per share (40,000,000 and 20,000,000 shares authorized as of March 31, 2020 and December 31, 2019, respectively, 8,102,492 and 8,050,173 issued as of March 31, 2020 and December 31, 2019, respectively, 7,854,912 and 7,802,593 outstanding as of March 31, 2020 and December 31, 2019, respectively)

  81,025   80,502 

Class B common stock, par value $.01 per share (10,000,000 shares authorized, 116,547 issued and outstanding as of March 31, 2020)

  1,165   - 

Additional paid-in capital

  28,684,598   28,684,598   30,429,150   28,684,598 

Treasury stock, at cost (247,580 shares as of September 30, 2017 and December 31, 2016)

  (893,947)  (893,947)

Accumulated other comprehensive income

  4,323,099   818,676 

Treasury stock, at cost (247,580 shares as of March 31, 2020 and December 31, 2019)

  (893,947)  (893,947)

Accumulated other comprehensive income (loss)

  (820,296)  9,616,660 

Accumulated earnings

  9,646,620   7,590,446   20,719,705   19,930,449 

Total shareholders' equity

  41,840,872   36,280,275   49,516,802   57,418,262 

Total liabilities and shareholders' equity

 $386,556,621  $333,252,613  $591,531,597  $604,936,374 

 

See notes to consolidated financial statements (unaudited).

 

See notes to consolidated financial statements (unaudited).


3

 

First Trinity Financial Corporation and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended March 31,

 
 

2017

  

2016

  

2017

  

2016

  

2020

  

2019

 

Revenues

                        

Premiums

 $4,058,629  $3,197,228  $11,560,664  $9,426,803  $6,365,876  $5,530,806 

Net investment income

  4,631,892   3,303,980   12,296,827   9,922,817   6,269,843   5,573,456 

Net realized investment gains (losses)

  (3,486)  160,308   254,108   307,250 

Loss on other-than-temporary impairments

  -   -   (224,250)  - 

Net realized investment gains

  23,502   53,720 

Service fees

  10,871   427,734 

Other income

  25,249   10,053   92,376   25,259   13,414   38,984 

Total revenues

  8,712,284   6,671,569   23,979,725   19,682,129   12,683,506   11,624,700 
      

Benefits, Claims and Expenses

                        

Benefits and claims

                        

Increase in future policy benefits

  1,291,943   1,357,212   3,733,907   3,995,230   2,641,119   2,151,600 

Death benefits

  1,310,697   881,928   3,744,278   2,868,216   1,611,780   1,632,780 

Surrenders

  186,202   205,356   717,790   541,725   410,364   350,407 

Interest credited to policyholders

  2,293,419   1,754,941   6,530,403   5,090,162   3,063,245   2,550,672 

Dividend, endowment and supplementary life contract benefits

  68,492   81,040   200,260   214,552   82,699   68,669 

Total benefits and claims

  5,150,753   4,280,477   14,926,638   12,709,885   7,809,207   6,754,128 

Policy acquisition costs deferred

  (2,369,432)  (2,023,246)  (7,370,469)  (5,142,381)  (2,384,968)  (3,615,460)

Amortization of deferred policy acquisition costs

  890,135   536,901   2,318,277   1,588,938   1,213,274   764,346 

Amortization of value of insurance business acquired

  88,625   91,966   298,089   281,175   79,974   81,447 

Commissions

  2,051,910   1,954,586   6,641,883   4,783,307   2,308,163   3,572,572 

Other underwriting, insurance and acquisition expenses

  1,362,524   1,244,013   4,588,947   4,123,540   2,641,472   2,265,575 

Total expenses

  2,023,762   1,804,220   6,476,727   5,634,579   3,857,915   3,068,480 

Total benefits, claims and expenses

  7,174,515   6,084,697   21,403,365   18,344,464   11,667,122   9,822,608 
      

Income before total federal income tax expense

  1,537,769   586,872   2,576,360   1,337,665   1,016,384   1,802,092 

Current federal income tax expense (benefit)

  (1,320)  4,472   18,589   41,982 

Current federal income tax expense

  46,575   303,002 

Deferred federal income tax expense

  294,437   83,814   501,597   163,685   180,553   76,894 

Total federal income tax expense

  293,117   88,286   520,186   205,667   227,128   379,896 

Net income

 $1,244,652  $498,586  $2,056,174  $1,131,998  $789,256  $1,422,196 
        

Net income per common share basic and diluted

 $0.16  $0.06  $0.26  $0.15         

Class A common stock

 $0.0992  $0.1823 

Class B common stock

 $0.0843  $- 

 

See notes to consolidated financial statements (unaudited).

 

See notes to consolidated financial statements (unaudited).


4

 

First Trinity Financial Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 

Net income

 $1,244,652  $498,586  $2,056,174  $1,131,998 

Other comprehensive income

                

Total net unrealized investment gains arising during the period

  703,274   1,058,518   4,423,541   9,440,894 

Less net realized investment gains (losses)

  (3,486)  206,890   (36,799)  335,841 

Net unrealized investment gains

  706,760   851,628   4,460,340   9,105,053 

Less adjustment to deferred acquisition costs

  10,532   19,392   79,810   146,605 

Other comprehensive income before federal income tax expense

  696,228   832,236   4,380,530   8,958,448 

Federal income tax expense

  139,246   166,449   876,107   1,791,689 

Total other comprehensive income

  556,982   665,787   3,504,423   7,166,759 

Total comprehensive income

 $1,801,634  $1,164,373  $5,560,597  $8,298,757 
  

Three Months Ended March 31,

 
  

2020

  

2019

 

Net income

 $789,256  $1,422,196 

Other comprehensive income (loss)

        

Total net unrealized gains (losses) arising during the period

  (13,171,272)  5,127,250 

Less net realized investment gains having no credit losses

  61,919   40,075 

Net unrealized gains (losses)

  (13,233,191)  5,087,175 

Less adjustment to deferred acquisition costs

  (21,855)  12,497 

Other comprehensive income (loss) before income tax expense (benefit)

  (13,211,336)  5,074,678 

Income tax expense (benefit)

  (2,774,380)  1,065,684 

Total other comprehensive income (loss)

  (10,436,956)  4,008,994 

Total comprehensive income (loss)

 $(9,647,700) $5,431,190 

 

See notes to consolidated financial statements (unaudited).

 


5

 

First Trinity Financial Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders' Equity

Nine Months Ended September 30, 2017 and 2016

Consolidated Statements of Changes in Shareholders' Equity

Three Months Ended March 31, 2020 and 2019

(Unaudited)

 

             

Accumulated

          

Class A

  

Class B

          

Accumulated

         
 

Common

  

Additional

      

Other

      

Total

  

Common

  

Common

  

Additional

      

Other

      

Total

 
 

Stock

  

Paid-in

  

Treasury

  

Comprehensive

  

Accumulated

  

Shareholders'

  

Stock

  

Stock

  

Paid-in

  

Treasury

  

Comprehensive

  

Accumulated

  

Shareholders'

 
 

$.01 Par Value

  

Capital

  

Stock

  

Income (Loss)

  

Earnings

  

Equity

  

$.01 Par Value

  

$.01 Par Value

  

Capital

  

Stock

  

Income (Loss)

  

Earnings

  

Equity

 

Balance as of January 1, 2016

 $80,502  $28,684,598  $(893,947) $(2,655,817) $4,999,707  $30,215,043 

Balance as of January 1, 2019

 $80,502  $-  $28,684,598  $(893,947) $(2,576,631) $13,830,729  $39,125,251 

Comprehensive income:

                                                    

Net income

  -   -   -   -   1,131,998   1,131,998   -   -   -   -   -   1,422,196   1,422,196 

Other comprehensive income

  -   -   -   7,166,759   -   7,166,759   -   -   -   -   4,008,994   -   4,008,994 

Balance as of September 30, 2016

 $80,502  $28,684,598  $(893,947) $4,510,942  $6,131,705  $38,513,800 

Balance as of March 31, 2019

 $80,502  $-  $28,684,598  $(893,947) $1,432,363  $15,252,925  $44,556,441 
                                                    

Balance as of January 1, 2017

 $80,502  $28,684,598  $(893,947) $818,676  $7,590,446  $36,280,275 

Balance as of January 1, 2020

 $80,502  $-  $28,684,598  $(893,947) $9,616,660  $19,930,449  $57,418,262 

Comprehensive income:

                                                    

Net income

  -   -   -   -   2,056,174   2,056,174   -   -   -   -   -   789,256   789,256 

Other comprehensive income

  -   -   -   3,504,423   -   3,504,423 

Balance as of September 30, 2017

 $80,502  $28,684,598  $(893,947) $4,323,099  $9,646,620  $41,840,872 

Other comprehensive loss

  -   -   -   -   (10,436,956)  -   (10,436,956)

Acquisition of K-TENN Insurance Company

  1,688   -   1,744,552   -   -   -   1,746,240 

Recapitalization

  (1,165)  1,165   -��  -   -   -   - 

Balance as of March 31, 2020

 $81,025  $1,165  $30,429,150  $(893,947) $(820,296) $20,719,705  $49,516,802 

 

See notes to consolidated financial statements (unaudited).

 


6

 

First Trinity Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

Consolidated Statements of Cash Flows 

(Unaudited) 

 

 

Nine Months Ended September 30,

  

Three Months Ended March 31,

 
 

2017

  

2016

  

2020

  

2019

 

Operating activities

                

Net income

 $2,056,174  $1,131,998  $789,256  $1,422,196 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

        

Provision for depreciation

  109,435   109,587   36,372   36,372 

Accretion of discount on investments

  (2,298,768)  (1,278,028)  (1,253,547)  (1,167,169)

Net realized investment gains

  (254,108)  (307,250)  (23,502)  (53,720)

Loss on other-than-temporary impairment

  224,250   - 

Amortization of policy acquisition cost

  2,318,277   1,588,938   1,213,274   764,346 

Policy acquisition cost deferred

  (7,370,469)  (5,142,381)  (2,384,968)  (3,615,460)

Mortgage loan origination fees deferred

  -   (4,530)

Amortization of loan origination fees

  44,351   54,032   5,117   7,460 

Amortization of value of insurance business acquired

  298,089   281,175   79,974   81,447 

Allowance for mortgage loan losses

  105,024   36,096   (1,860)  33,217 

Provision for deferred federal income tax expense

  501,597   163,685   180,553   76,894 

Interest credited to policyholders

  6,530,403   5,090,162   3,063,245   2,550,672 

Change in assets and liabilities:

                

Accrued investment income

  (441,475)  56,974 

Policy loans

  (28,655)  (75,655)  (60,256)  (25,467)

Short-term investments

  -   549,850   (1,785)  (914,153)

Accrued investment income

  (140,235)  (509,603)

Recoverable from reinsurers

  101,829   (37,538)  (2,211,023)  (149,010)

Assets held in trust under coinsurance agreement

  4,798,048   (19,715,191)

Agents' balances and due premiums

  (183,349)  (344,558)  (358,507)  (102,830)

Other assets (excludes depreciation of $320 in 2017 and change in receivable for securities sold of $5,738,274 and ($44,068) in 2017 and 2016, respectively).

  (939,617)  (3,998,677)

Other assets (excludes change in receivable for securities sold of $33,600 in 2019)

  (4,593,135)  (1,152,822)

Future policy benefits

  3,736,262   4,002,756   2,641,978   2,115,019 

Policy claims

  29,307   94,291   (260,131)  347,272 

Other policy liabilities

  20,633   5,631   (57,266)  5,338 

Other liabilities (excludes change in payable for securities purchased of ($57,976) and $15,424 in 2017 and 2016, respectively).

  (4,144,719)  2,252,361 

Net cash provided by operating activities

  414,471   4,228,919 

Other liabilities (exclude change in payable for securities purchased of $575,435 and ($124,160) in 2020 and 2019, respectively)

  (493,625)  16,749,404 

Net cash provided by (used in) operating activities

  967,977   (3,215,788)
                

Investing activities

                

Purchases of fixed maturity securities

  (32,830,057)  (6,163,564)  (1,005,000)  (6,536,434)

Maturities of fixed maturity securities

  6,762,000   4,657,000   200,000   2,600,000 

Sales of fixed maturity securities

  10,378,173   10,205,935   5,350,987   799,846 

Purchases of equity securities

  (2,832)  (14,480)  (29,220)  (27,784)

Sales of equity securities

  -   128,010 

Acquisition of K-TENN Insurance Company

  1,110,299   - 

Joint venture distribution

  27,039   23,824 

Purchases of mortgage loans

  (44,857,137)  (20,669,087)  (19,403,227)  (21,818,443)

Payments on mortgage loans

  16,129,739   11,317,427   14,244,785   8,694,982 

Purchases of other long-term investments

  (14,036,084)  (11,340,463)  (3,258,188)  (5,629,292)

Payments on other long-term investments

  5,863,095   3,114,728   3,284,263   2,850,460 

Sale of other long-term investments

  792,012   - 

Sales of real estate

  190,084   - 

Net change in receivable and payable for securities sold and purchased

  5,680,298   (28,644)  575,435   (90,560)

Net cash used in investing activities

  (45,930,709)  (8,793,138)

Net cash provided by (used in) investing activities

  1,097,173   (19,133,401)
                

Financing activities

                

Policyholders' account deposits

  54,296,750   32,177,094   1,769,421   70,719,584 

Policyholders' account withdrawals

  (14,044,954)  (9,957,150)  (10,318,588)  (8,740,280)

Net cash provided by financing activities

  40,251,796   22,219,944 

Net cash provided by (used in) financing activities

  (8,549,167)  61,979,304 
                

Increase (decrease) in cash

  (5,264,442)  17,655,725 

Increase (decrease) in cash and cash equivalents

  (6,484,017)  39,630,115 

Cash and cash equivalents, beginning of period

  34,223,945   9,047,586   23,212,170   29,665,605 

Cash and cash equivalents, end of period

 $28,959,503  $26,703,311  $16,728,153  $69,295,720 

 

See notes to consolidated financial statements (unaudited).


7

 

First Trinity Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows (continued)

Supplemental Disclosure – Cash and Non-Cash Impact on Operating, Investing and Financing Activities

(Unaudited)

 

During 2017 the Company reclassified an available-for-sale fixed maturity security totaling $729,737 to other long-term investments due to a recent third party information change indicating the security does not qualify for available-for-sale treatment.

In conjunction with this reclassification, the non-cash impact on investing activities is summarized as follows:

  

Nine Months Ended

 
  

September 30, 2017

 

Reduction in available-for-securities fixed maturity securities

 $729,737 

Other long-term invesments

  (729,737)

Net cash provided (used) in investing activities

 $- 

During 2017three months ended March 31, 2020 and 2016,2019, the Company foreclosed on residential mortgage loans of real estate totaling $142,455$744,091 and $198,622,$99,218, respectively and transferred those propertiesthat property to investment real estate that areis now held for sale. The Company reduced the carrying value of this residential real estate obtained through foreclosure to the lower of acquisition cost or net realizable value.

 

In conjunction with these foreclosures,this foreclosure, the non-cash impact on investing activities is summarized as follows:

 

 

Nine Months Ended

  

Nine Months Ended

  

Three Months Ended

  

Three Months Ended

 
 

September 30, 2017

  

September 30, 2016

  

March 31, 2020

  

March 31, 2019

 

Reductions in mortgage loans due to foreclosure

 $142,455  $198,622  $744,091  $99,218 

Investment real estate held-for-sale acquired through foreclosure

  (142,455)  (198,622)  (744,091)  (99,218)

Net cash provided (used) in investing activities

 $-  $- 

Net cash used in investing activities

 $-  $- 

On January 1, 2020, the Company acquired K-TENN Insurance Company. The Company acquired assets of $1,916,281 (including cash) and assumed liabilities of $170,041.

In conjunction with this 2020 acquisition, the cash and non-cash impact on operating, investing and financing activities is summarized as follows.

  

March 31, 2020

 

Cash used in acquisition of K-TENN Insurance Company

 $- 

Cash provided in acquisition of K-TENN Insurance Company

  1,110,299 
     

Increase in cash from acquisition of K-TENN Insurance Company

  1,110,299 
     

Fair value of assets acquired in acquisition of K-TENN Insurance Company (excluding cash)

    

Available-for-sale fixed maturity securities

  800,000 

Policy loans

  1,045 

Accrued investment income

  490 

Due premiums

  3,986 

Other assets

  461 
     

Total fair value of assets acquired (excluding cash)

  805,982 
     

Fair value of liabilities assumed in acquisition of K-TENN Insurance Company

    

Future policy benefits

  150,583 

Other policy liabilities

  9,212 

Other liabilities

  10,246 
     

Total fair value of liabilities assumed

  170,041 
     

Fair value of net assets acquired in acquisition of K-TENN Insurance Company (excluding cash)

  635,941 
     

Fair value of net assets acquired in acquisition of K-TENN Insurance Company (including cash)

 $1,746,240 

See notes to consolidated financial statements (unaudited).

 


8

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

1. Organization and Significant Accounting Policies

 

Nature of Operations

 

First Trinity Financial Corporation (the Company”“Company” or “FTFC”) is the parent holding company of Trinity Life Insurance Company (“TLIC”), Family Benefit Life Insurance Company (“FBLIC”) and, First Trinity Capital Corporation (“FTCC”) and Trinity American, Inc. (“TAI”). The Company was incorporated in Oklahoma on April 19, 2004, for the primary purpose of organizing a life insurance subsidiary.

 

The Company owns 100% of TLIC. TLIC owns 100% of FBLIC.FBLIC. TLIC and FBLIC are primarily engaged in the business of marketing, underwriting and distributing a broad range of individual life insurance and annuity products to individuals. TLIC’s and FBLIC’s current product portfolio consists of a modified premium whole life insurance policy with a flexible premium deferred annuity rider, whole life, term, final expense, accidental death and dismemberment and annuity products. The term products are both renewable and convertible and issued for 10, 15, 20 and 30 years. They can be issued with premiums fully guaranteed for the entire term period or with a limited premium guarantee. The final expense product is issued as either a simplified issue or as a graded benefit, determined by underwriting. The TLIC and FBLIC products are sold through independent agents. TLIC is licensed in the states of Illinois, Kansas, Kentucky, Montana, Nebraska, North Dakota, Ohio, Oklahoma, Tennessee and Texas. FBLIC is licensed in the states of Alabama, Arizona, Arkansas, Colorado, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Michigan, Mississippi, Missouri, Montana, Nebraska, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, South Dakota, Tennessee, Texas, Utah, Virginia and West Virginia.

 

The Company owns 100% of FTCC that was incorporatedincorporated in 2006, and began operations in January 2007. FTCC provided financing for casualty insurance premiums for individuals and companies and was licensed to conduct premium financing business in the states of Alabama, Arkansas, Louisiana, Mississippi and Oklahoma. FTCC has made no premium financing loans since June 30, 2012.

The Company owns 100% of TAI (formerly known as Citizens American Life, Inc.). TAI was incorporated in Barbados, West Indies on March 24, 2016 for the primary purpose of forming a life insurance company producing United States (U.S.) dollar denominated life insurance policies and annuity contracts outside of the United States and Barbados. TAI is licensed as an Exempt Insurance Company under the Exempt Insurance Act of Barbados. TAI was initially involved in developing life insurance and annuity contracts through an association with distribution channels but is now issuing life insurance policies and annuity contracts. The Company’s acquisition of TAI was formally approved by Barbados regulators and the certifications were received in 2019.   

 

Company Capitalization

 

The Company raised $1,450,000 from two private placement stock offerings during 2004 and $25,669,480 from two public stock offerings and one private placement stock offering from June 22, 2005 through February 23, 2007; June 29, 2010 through April 30, 20122012 and August 15, 2012 through March 8, 2013. The Company issued 7,347,488 shares of its common stock and incurred $3,624,518 of offering costs during these private placements and public stock offerings. The Company also issued 702,685 shares of its common stock in connection with two stock dividends paid to shareholders in 2011 and 2012 that resulted in accumulated earnings being charged $5,270,138 with an offsetting credit of $5,270,138 to common stock and additional paid-in capital.2012.

 

The Company has alsoalso purchased 247,580 shares of treasury stock at a cost of $893,947 from former members of the Board of Directors including the former Chairman of the Board of Directors, a former agent, the former spouse of the Company’s Chairman, Chief Executive Officer and President and a charitable organization where a former member of the Board of Directors had donated shares of the Company’s common stock.

 

Acquisitions

 

On December 23, 2008, FTFC acquired 100% of the outstanding common stock of First Life America CorporationCorporation (“FLAC”) from an unaffiliated company. The acquisition of FLAC was accounted for as a purchase. The aggregate purchase price for FLAC was $2,695,234 including direct costscost associated with the acquisition of $195,234. The acquisition of FLAC was financed with the working capital of FTFC.

9

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2020

(Unaudited)

1. Organization and Significant Accounting Policies(continued)

 

On December 31, 2008, FTFC made FLAC a 15 year loan in the form of a surplus note in the amount of $250,000 with an interest rate of 6% payable monthly, that was approved by the Oklahoma Insurance Department (“OID”). This surplus note is eliminated in consolidation.

 

On August 31, 2009, two of the Company’sCompany’s subsidiaries, Trinity Life Insurance Company (“Old TLIC”) and FLAC, were merged, with FLAC being the surviving company. Immediately following the merger, FLAC changed its name to TLIC.


First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

1. Organization and Significant Accounting Policies(continued)

 

On December 28, 2011, TLIC acquired 100% of the outstanding common stock of FBLIC from FBLIC’sFBLIC’s shareholders. The acquisition of FBLIC was accounted for as a purchase. The aggregate purchase price for the acquisition of FBLIC was $13,855,129. The acquisition of FBLIC was financed with the working capital of TLIC.

 

On April 28, 2015, the Company acquired a block of life insurance policies and annuity contracts according to the terms of an assumption reinsurance agreement. The Company acquired assets of $3,644,839 (including cash), assumed liabilities of $3,055,916 and recorded a gain on reinsurance assumption of $588,923.

On April 3, 2018, FTFC acquired 100% of the outstanding stock of TAI domiciled in Barbados, West Indies. The Barbados regulators approved the acquisition and supplied certifications during 2019. The aggregate purchase price for the acquisition of TAI was $250,000. The acquisition of TAI was financed with the working capital of FTFC. 

Effective January 1, 2020, the Company acquired 100% of the outstanding common stock of K-TENN Insurance Company (“K-TENN”) from its sole shareholder in exchange for 168,866 shares of FTFC’s common stock. The acquisition of K-TENN was accounted for as a purchase. The aggregate purchase price of K-TENN was $1,746,240. Immediately subsequent to this acquisition, the $1,746,240 of net assets and liabilities of K-TENN along with the related life insurance business operations were contributed to TLIC.

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation of the results for the interim periods have been included.

 

The results of operations for the ninethree months ended September 30, 2017March 31, 2020 are not necessarily indicative of the results to be expected for the year ended December 31, 20172020 or for any other interim period or for any other future year. Certain financial information which is normally included in notes to consolidated financial statements prepared in accordance with U.S. GAAP, but which is not required for interim reporting purposes, has been condensed or omitted. The accompanying consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's report on Form 10-K for the year ended December 31, 2016.2019.

 

As a result of Coronavirus Disease 2019, which was declared a pandemic on March 11, 2020, the United States Federal, State and Local Governments, and other countries around the world have taken measures that have suddenly limited economic output. Due to the decline in economic activity, the Company is faced with a sudden uncertainty as of the date of this report on its operations when considering its revenue sources and potential future liquidity needs. Management is actively monitoring the situation and the impact to the Company’s operations. As the pandemic continues, should liquidity conditions worsen in the short-term, management will work with its financial institutions to assist with liquidity needs.

Principles of Consolidation

 

The consolidated financial statements include the accounts and operations of the Company and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.

10

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2020

(Unaudited)

1. Organization and Significant Accounting Policies(continued)

 

Reclassifications

 

Certain reclassifications have been made in the prior year and prior quarter financial statements to conform to current year and current quarter classifications. These reclassifications had no effect on previously reported net income or shareholders' equity.

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

Common Stock

 

Common stock is fully paid, non-assessable and has a par value of $.01 per share.

 

On October 2, 2019, at the Company Annual Shareholders’ Meeting, FTFC’s shareholders approved the following proposals subject to regulatory approval and adoption by FTFC’s Board of Directors:

1.

An amendment and restatement of FTFC’s Certificate of Incorporation to authorize 40,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock and to establish the relative rights, preferences and privileges of, and the restrictions and limitations on, the Class A common Stock and the Class B common stock.

2.

An amendment and restatement of FTFC’s Certificate of Incorporation to automatically reclassify each issued and outstanding share of our existing common stock as one (1) share of Class A common stock or, at the shareholder’s election, into one (1) share of new Class B common stock.

These proposals received Form A regulatory approval from the OID on February 27, 2020 and the Missouri Department of Commerce and Insurance on December 31, 2019. These proposals have been fully implemented after formal adoption by FTFC’s Board of Directors on March 12, 2020. Effective March 12, 2020, FTFC’s Class B shareholders are entitled to elect a majority of FTFC’s Board of Directors (one-half plus one) but will only receive, compared to FTFC’s Class A shareholders, 85% of cash dividends, stock dividends or amounts due upon any FTFC merger, sale or liquidation event. FTFC’s Class B shareholders may also convert one share of FTFC’s Class B common stock for a .85 share of FTFC’s Class A common stock. FTFC’s Class A shareholders will elect the remaining Board of Directors members and will receive 100% of cash dividends, stock dividends or amounts due upon any Company merger, sale or liquidation event.

Treasury Stock

 

Treasury stock,, representing shares of the Company’s common stock that have been reacquired after having been issued and fully paid, is recorded at the reacquisition cost and the shares are no longer outstanding.

Subsequent Events

Effective April 1, 2020, the Company and an offshore annuity and life insurance company mutually agreed that the Quota Share under its existing reinsurance agreement shall be 0% for future business instead of the original contractual amount of 90%.

Management has evaluated all events subsequent to March 31, 2020 through the date that these financial statements have been issued.

 


11

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

1. Organization and Significant Accounting Policies (continued)

Subsequent Events

Management has evaluated all events subsequent to September 30, 2017 through the date that these financial statements have been issued.

Recent Accounting Pronouncements

 

Revenue from Contracts with CustomersLeases

In May 2014, the Financial Accounting Standards Board (“FASB”) issued updated guidance to clarify the principles for recognizing revenue. While insurance contracts are not within the scope of this updated guidance, the Company's fee income related to providing services will be subject to this updated guidance. The updated guidance requires an entity to recognize revenue as performance obligations are met, in order to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration the entity is entitled to receive for those goods or services. The following steps are applied in the updated guidance: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when, or as, the entity satisfies a performance obligation.

In July 2015, the FASB deferred the effective date of the updated guidance on revenue recognitionby one year to the quarter ending March 31, 2018.  The adoption of this guidance is not expected to have a material effect on the Company’s result of operations, financial position or liquidity.

Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern

In August 2014, the FASB issued guidance to address the diversity in practice in determining when there is substantial doubt about an entity's ability to continue as a going concern and when an entity must disclose certain relevant conditions and events. The new guidance requires an entity to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). The new guidance allows the entity to consider the mitigating effects of management's plans that will alleviate the substantial doubt and requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans.

If conditions or events raise substantial doubt that is not alleviated, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued), along with the principal conditions or events that raise substantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet its obligations and management's plans that are intended to mitigate those conditions. The guidance is effective for annual periods ending after December 15, 2016, and interim and annual periods thereafter. The adoption of this guidance did not have a material effect on the Company's results of operations, financial position or liquidity since there are no uncertainties about the Company’s ability to continue as a going concern.

Recognition and Measurement of Financial Assets and Financial Liabilities

In January 2016, the FASB issued updated guidance regarding financial instruments. This guidance intends to enhance reporting for financial instruments and addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The significant amendments in this update generally require equity investments to be measured at fair value with changes in fair value recognized in net income, require the use of an exit price notion when measuring the fair value of financial instruments for disclosure purposes and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. This guidance also intends to enhance the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments.


First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

1. Organization and Significant Accounting Policies (continued)

This guidance is effective for fiscal years beginning after December 15, 2017. The recognition and measurement provisions of this guidance will be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption and early adoption is not permitted. The Company is evaluating this guidance but expects the primary impact will be the recognition of unrealized gains and losses on available-for-sale equity securities in net income. Currently, all unrealized gains and losses on available-for-sale equity securities are recognized in other comprehensive income (loss). The effect of the adoption of this guidance on the Company’s results of operations, financial position and liquidity is primarily dependent on the fair value of the available-for-sale equity securities in future periods, the existence of a deferred tax asset related to available-for-sale securities in future periods and the economic conditions at the time of that future adoption.

Leases

In February 2016, the FASB issued updated guidance regarding leases that generally requires the lessee and lessor(Accounting Standards Update 2016-02) to recognize lease assets and lease liabilities on the statement of financial position. A lessee should recognize on the statement of financial position a liability to make lease payments and an asset representing its right-to-use the underlying assets for the lease term. Optional payments to extend the lease or purchase the underlying leased asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise the option(s).

If the lease has a term of 12 months or less, a lessee can make an election to recognize lease expenses for such leases on a straight-line basis over the lease term. There is a differentiation between finance leases and operating leases for the lessee in the statements of operations and cash flows. Finance leases recognize interest on the lease liability separately from the right-to-use the asset whereas an operating lease recognizes a single lease cost allocated over the lease term on a generally straight-line basis. All cash payments are within operating activities in the statement of cash flows except finance leases classify repayments of the principal portion of the lease liability within financing activities.

The accounting applied by the lessor is largely unchanged from that applied under previous U.S. GAAP. Key aspects of the lessor accounting model, however, were aligned with the revenue recognition guidance of Codification Topic 606. The previous accounting model for leverage leases continues to apply only to those leveraged leases that commenced before the effective date of Codification Update 2016-02 Leases (Topic 842).

Entities will generally continue to account for leases that commenced before the effective date of this update in accordance with previous U.S. GAAP unless the lease is modified. Lessees are requiredrequire lessees to recognize a right-of-use asset and a lease liability for allleases with terms of more than 12 months. The updated guidance retains the two classifications of a lease as either an operating leases at each reporting dateor finance lease (previously referred to as a capital lease). Both lease classifications require the lessee to record the right-of-use asset and the lease liability based onupon the present value of cash flows. Finance leases will reflect the remaining minimal rental payments that were tracked and disclosed under previous U.S. GAAP.financial arrangement by recognizing interest expense on the lease liability separately from the amortization expense of the right-of-use asset. Operating leases will recognize lease expense (with no separate recognition of interest expense) on a straight-line basis over the term of the lease. The accounting by lessors is not significantly changed by the updated guidance. The updated guidance is to be applied using a modified retrospective approach effective for annualrequires expanded qualitative and interim periods beginning after December 15, 2018. Early adoption is permitted.  The adoption of this guidance is not expected to have a material effect onquantitative disclosures, including additional information about the Company’s results of operations,amounts recorded in the financial position or liquidity.

Investments — Equity Method and Joint Ventures:  Simplifying the Transition to the Equity Method of Accountingstatements.

 

In March 2016,July 2018, the FASB issuedamended the updated guidance that eliminates the requirement to retroactively apply the equity method of accounting when an investmenton leases that was previously accounted for using anotherissued in February 2016 (Accounting Standards Update 2018-11) and provided an additional transition method with which to adopt the updated guidance. Under the additional transition method, entities may elect to recognize a cumulative-effect adjustment to the opening balance of accounting becomes qualified to apply the equity method due to an increaseretained earnings in the levelyear of ownership interest or degree of influence.  If the investment was previously accounted for asadoption

Consequently, if this transition method is elected, an available-for-sale security, any related unrealized gain or loss in accumulated other comprehensive income at the date the investment becomes qualifiedentity’s reporting for the equity method is recognized through earnings.comparative periods prior to adoption presented in the financial statements would continue to be in accordance with current lease guidance. The amendments also provide lessors with a practical expedient to combine non-lease components (e.g., a fee for common area maintenance when leasing office space) with the associated lease component rather than accounting for those components separately if certain criteria are met. The updated guidance requires entities to recognize a right-of-use asset and lease liability equal to the present value of lease payments for all leases other than those that are less than one year. The updated guidance, as amended, is effective for reporting periods beginning after December 15, 2016,2018.

In December 2018, the FASB issued additional guidance (Accounting Standards Update 2018-20) that permits an accounting policy election for lessors to not evaluate whether certain sales taxes and isother similar taxes are lessor costs or lessee costs. A lessor making this election will exclude from the consideration in the contract and from variable payments not included in the consideration of the contract all collections from lessees of certain sales taxes and other similar taxes and to be applied prospectively. Early adoption was permitted.provide certain disclosures.

The Company adopted this guidance in first quarter 2019. The adoption of this guidance in 2019 did not have a material effect on the Company’s results of operations, financial position or liquidity.


First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

1. Organization and Significant Accounting Policies (continued)

Derivatives and Hedging:  Contingent Put and Call Options in Debt Instruments

In March 2016, the FASB issued updated guidance clarifying that when a call (put) option in a debt instrument is contingently exercisable, the event that triggers the ability to exercise the option is considered to be clearly and closely related to the debt instrument (i.e., the economic characteristics and risks of the option are related to interest rates or credit risks) and the entity does not have to assess whether the option should be accounted for separately. The updated guidance is effective for reporting periods beginning after December 15, 2016. Early adoption was permitted. The adoption of this guidance did not have a material effect on the Company’s results of operations, financial position or liquidity.

Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued updated guidance (Accounting Standards Update 2016-13) for the accounting for credit losses for financial instruments. The updated guidance applies a new credit loss model (current expected credit losses or CECL) for determining credit-related impairments for financial instruments measured at amortized cost (e.g. reinsurance amounts recoverable)recoverables, including structured settlements that are recorded as part of reinsurance recoverables) and requires an entity to estimate the credit losses expected over the life of an exposure or pool of exposures. The estimate of expected credit losses should consider historical information, current information, as well as reasonable and supportable forecasts, including estimates of prepayments. The expected credit losses, and subsequent adjustments to such losses, will be recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the financial asset presented on the consolidated balance sheet at the amount expected to be collected.

12

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2020

(Unaudited)

1. Organization and Significant Accounting Policies(continued)

 

The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’ssecurity’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists.

 

The updated guidance iswas effective for reporting periods beginning after December 15, 2019. As a Smaller Reporting Company, the effective date was recently changed and the delayed effective date is now for reporting periods beginning after December 15, 2022. Early adoption is permitted for reporting periods beginning after December 15, 2018. Based on the financial instruments currently held by the Company, there would not be a material effect on the Company’s results of operations, financial position or liquidity if the new guidance were able to behad been adopted in the current accounting period. The impact on the Company’s results of operations, financial position or liquidity at the date of adoption of the updated guidance will be determined by the financial instruments held by the Company and the economic conditions at that time.

Intangibles - Goodwill and Other

In January 2017, the FASB issued updated guidance (Accounting Standards Update 2017-04) that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge by comparing a reporting unit’s fair value with its carrying amount and recognizing an impairment charge for the excess of the carrying amount over estimated fair value (i.e., Step 1 of current guidance).

The implied fair value of goodwill is currently determined in Step 2 by deducting the fair value of all assets and liabilities of the reporting unit (determined in the same manner as a business combination) from the reporting unit’s fair value as determined in Step 1 (including any corporate-level assets or liabilities that were included in the determination of the carrying amount and fair value of the reporting unit in Step 1). The updated guidance requires an entity to perform its annual, or interim, impairment test by either: (1) an initial qualitative assessment of factors (such as changes in management, key personnel, strategy, key technology or customers) that may impact a reporting unit’s fair value and lead to the determination that it is more likely than not that the reporting unit’s fair value is less than its carrying value, including goodwill (consistent with current guidance), or (2) applying Step 1.

The Company adopted this guidance in first quarter 2020. The adoption of this guidance in 2020 did not have a material effect on the Company’s results of operations, financial position or liquidity.

 

Statement of Cash Flows – Classification of Certain Cash Receipts and Cash PaymentsTargeted Improvements to the Accounting for Long-Duration Contracts

 

In August 2016,2018, the FASB issued specificupdated guidance (Accounting Standards Update 2018-12) to the existing recognition, measurement, presentation and disclosure requirements for long-duration contracts issued by an insurance entity. This update improves the timeliness of recognizing changes in the liability for future policy benefits, modifies the rate used to discount future cash flows, simplifies and improves accounting for certain market-based options or guarantees associated with deposit (i.e., account balance) contracts, simplifies the amortization of deferred acquisitions costs and expands required disclosures. The expanded disclosure requires an insurance entity to provide disaggregated roll forwards of beginning to ending balances of the following: liability for future policy benefits, policyholder account balances, market risk benefits, separate account liabilities and deferred acquisition costs including disclosure about, changes to and effect of changes for significant inputs, judgments, assumptions and methods used in measurements.

The updated guidance was effective for reporting periods beginning after December 15, 2020. As a Smaller Reporting Company, the effective date was recently changed and the delayed effective date is now for reporting periods beginning after December 15, 2023. Early adoption is permitted. With respect to the liability for future policyholder benefits for traditional and limited-payment contracts and deferred acquisition costs, an insurance entity may elect to apply the amendments retrospectively as of the beginning of the earliest period presented.

13

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2020

(Unaudited)

1. Organization and Significant Accounting Policies(continued)

With respect to the market risk benefits, an insurance entity should apply the amendments retrospectively as of the beginning of the earliest period presented. The Company expects that the impact on the Company’s results of operations, financial position and liquidity at the date of adoption of the updated guidance in 2024 will be determined by the long-duration contracts then held by the Company and the economic conditions at that time.

Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement

In August 2018, the FASB issued amendments (Accounting Standards Update 2018-13) to modify the disclosure requirements related to fair value measurements including the consideration of costs and benefits of producing the modified disclosures.

The Company adopted this guidance in first quarter 2020. The adoption of this guidance in 2020 did not have a material effect on the Company’s results of operations, financial position or liquidity.

Income Taxes - Simplifying the Accounting for Income Taxes


In December 2019, the FASB issued updated guidance (Accounting Standards Update 2019-12) for the accounting for income taxes. The updated guidance is intended to simplify the accounting for income taxes by removing several exceptions contained in existing guidance and amending other existing guidance to reduce the existing diversity in practice in how eight specific cash flow issues of certain cash receipts and cash payments are presented and classified in the statement of cash flows.simplify several other income tax accounting matters. The updated guidance is effective for annual and interim periods beginning after December 15, 2017, and is to be applied retrospectively.the quarter ending March 31, 2021. Early adoption is permitted. The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

Consolidation – Interests Held through Related Parties that Are Under Common Control

In October 2016, the FASB issued further guidance that makes targeted amendments to consolidation accounting. This update changes how a reporting entity that is the primary beneficiary of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The updated guidance is effective for annual and interim periods beginning after December 15, 2016, and is to be applied retrospectively. Early adoption was permitted.  The adoption of this guidance did not have a material effect on the Company’s results of operations, financial position or liquidity.

 


14

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

1. Organization and Significant Accounting Policies (continued)

Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments

In November 2016, the FASB issued specific guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents when there are transfers between cash, cash equivalents and restricted cash or restricted cash equivalents and when there are direct cash receipts into restricted cash or restricted cash equivalents or direct cash payments made from restricted cash or restricted cash equivalents. The updated guidance is effective for annual and interim periods beginning after December 15, 2017, and is to be applied retrospectively. Early adoption is permitted.  The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

Business Combinations – Clarifying the Definition of a Business

In January 2017, the FASB issued guidance to clarify the definition of a business to assist reporting entities in evaluating whether transactions should be accounted for as an acquisition or disposal of assets or businesses. This update provides a screen to determine when an integrated set of assets or activities is not a business and the requirements to be met to be considered a business.

The updated guidance is effective for annual and interim periods beginning after December 15, 2017, and is to be applied retrospectively. Early adoption is permitted in certain situations.  The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

Intangibles – Goodwill and Other - Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued guidance to modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. Reporting entities will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The updated guidance is effective for annual and interim periods beginning after December 15, 2017, and is to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.  The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

Compensation — Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

In March 2017, the FASB issued updated guidance to improve the presentation of net periodic pension cost and net periodic post retirement cost (net benefit costs). Net benefit costs comprise several components that reflect different aspects of an employer’s financial arrangements as well as the cost of benefits provided to employees.  The update requires that the employer service cost component be reported in the same lines as other employee compensation cost and that the other components (non-service costs) be presented separately from the service cost and outside of a subtotal of income from operations if one is presented.  The update also allows only the service cost component to be eligible for capitalization in assets when applicable.

The updated guidance is effective for reporting periods beginning after December 15, 2017. The update is to be applied retrospectively with respect to the presentation of service cost and non-service cost and prospectively with respect to applying the service cost only eligible for capitalization in assets guidance. Early adoption is permitted as of the first interim period of an annual period if an entity issues interim financial statements. This pronouncement will not impact the Company since it does not have any pension or postretirement benefit plans and has no intention to adopt such plans.



 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

1. Organization and Significant Accounting Policies2. (continued)Investments

Compensation — Stock Compensation: ScopeInvestments in fixed maturity and preferred stock available-for-sale and equity securities as of Modification Accounting

In May 2017, the FASB issued updated guidance related to a change to the terms or conditions (modification) of a share-based payment award.  The updated guidance provides that an entity should account for the effects of a modification unless the fair valueMarch 31, 2020 and vesting conditions of the modified award and the classification of the modified award (equity or liability instrument)December 31, 2019 are the samesummarized as the original award immediately before the modification.follows:

The updated guidance is effective for the quarter ending March 31, 2018.  The update is to be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted in any interim periods for which financial statements have not yet been made available for issuance. The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

      

Gross

  

Gross

     
  

Amortized Cost

  

Unrealized

  

Unrealized

  

Fair

 
  

or Cost

  

Gains

  

Losses

  

Value

 
  

March 31, 2020 (Unaudited)

 

Fixed maturity securities

                

U.S. government and U.S. government agencies

 $1,679,790  $3,497  $-  $1,683,287 

States and political subdivisions

  9,317,430   720,408   -   10,037,838 

Residential mortgage-backed securities

  18,043   15,291   -   33,334 

Corporate bonds

  117,044,796   5,155,796   5,415,004   116,785,588 

Asset-backed securities

  2,082,445   8,330   107,083   1,983,692 

Exchange traded securities

  500,000   -   200,000   300,000 

Foreign bonds

  31,473,925   973,199   2,194,449   30,252,675 

Certificate of deposits

  800,000   -   -   800,000 

Total fixed maturity securities

  162,916,429   6,876,521   7,916,536   161,876,414 
                 

Preferred stock

  49,945   -   345   49,600 
                 

Equity securities

                

Mutual funds

  91,981   -   21,713   70,268 

Corporate common stock

  90,394   4,126   -   94,520 

Total equity securities

  182,375   4,126   21,713   164,788 

Total fixed maturity, preferred stock and equity securities

 $163,148,749  $6,880,647  $7,938,594  $162,090,802 
                 
  

December 31, 2019

 

Fixed maturity securities

                

U.S. government and U.S. government agencies

 $1,679,731  $431  $11,129  $1,669,033 

States and political subdivisions

  9,536,120   617,063   2,252   10,150,931 

Residential mortgage-backed securities

  20,289   22,167   -   42,456 

Corporate bonds

  121,143,923   9,528,168   144,337   130,527,754 

Asset-backed securities

  2,116,056   68,395   -   2,184,451 

Exchange traded securities

  500,000   48,400   -   548,400 

Foreign bonds

  31,764,329   2,427,523   363,553   33,828,299 

Total fixed maturity securities

  166,760,448   12,712,147   521,271   178,951,324 
                 

Preferred stock

  49,945   1,955   -   51,900 
                 

Equity securities

                

Mutual funds

  91,981   -   2,629   89,352 

Corporate common stock

  88,213   23,459   -   111,672 

Total equity securities

  180,194   23,459   2,629   201,024 

Total fixed maturity, preferred stock and equity securities

 $166,990,587  $12,737,561  $523,900  $179,204,248 

 


15

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

2. Investments

Fixed Maturity and Equity Securities Available-For-Sale(continued)

 

Investments in fixed maturity and equity securities available-for-sale as of September 30, 2017 and December 31, 2016 are summarized as follows:

      

Gross

  

Gross

     
  

Amortized Cost

  

Unrealized

  

Unrealized

  

Fair

 
  

or Cost

  

Gains

  

Losses

  

Value

 
  

September 30, 2017 (Unaudited)

 

Fixed maturity securities

                

U.S. government and U.S. government agencies

 $2,976,500  $62,463  $57,498  $2,981,465 

States and political subdivisions

  9,386,211   310,486   27,856   9,668,841 

Residential mortgage-backed securities

  29,190   42,635   -   71,825 

Corporate bonds

  109,002,252   4,696,310   504,634   113,193,928 

Foreign bonds

  21,218,524   1,008,329   100,124   22,126,729 

Total fixed maturity securities

  142,612,677   6,120,223   690,112   148,042,788 

Equity securities

                

Mutual funds

  347,311   2,162   -   349,473 

Corporate preferred stock

  99,945   2,075   -   102,020 

Corporate common stock

  154,976   65,889   -   220,865 

Total equity securities

  602,232   70,126   -   672,358 

Total fixed maturity and equity securities

 $143,214,909  $6,190,349  $690,112  $148,715,146 
                 
  

December 31, 2016

 

Fixed maturity securities

                

U.S. government and U.S. government agencies

 $3,157,889  $99,086  $71,592  $3,185,383 

States and political subdivisions

  9,172,533   144,947   66,584   9,250,896 

Residential mortgage-backed securities

  33,970   36,757   -   70,727 

Corporate bonds

  100,268,424   2,324,712   1,613,095   100,980,041 

Foreign bonds

  15,677,449   394,742   248,083   15,824,108 

Total fixed maturity securities

  128,310,265   3,000,244   1,999,354   129,311,155 

Equity securities

                

Mutual funds

  344,783   -   2,869   341,914 

Corporate preferred stock

  99,945   -   3,585   96,360 

Corporate common stock

  154,672   45,461   -   200,133 

Total equity securities

  599,400   45,461   6,454   638,407 

Total fixed maturity and equity securities

 $128,909,665  $3,045,705  $2,005,808  $129,949,562 


First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

2. Investments (continued)

AllAll securities in an unrealized loss position as of the financial statement dates, the estimated fair value, pre-tax gross unrealized loss and number of securities by length of time that those securities have been continuously in an unrealized loss position as of September 30, 2017March 31, 2020 and December 31, 20162019 are summarized as follows:

      

Unrealized

  

Number of

 
  

Fair Value

  

Loss

  

Securities

 
  

September 30, 2017 (Unaudited)

 

Fixed maturity securities

            

Less than 12 months

            

U.S. government and U.S. government agencies

 $476,388  $4,294   4 

States and political subdivisions

  1,409,461   27,856   8 

Corporate bonds

  4,658,050   94,634   19 

Foreign bonds

  1,557,436   39,316   5 

Total less than 12 months

  8,101,335   166,100   36 

More than 12 months

            

U.S. government and U.S. government agencies

  1,196,274   53,204   3 

Corporate bonds

  4,783,721   410,000   18 

Foreign bonds

  516,695   60,808   3 

Total more than 12 months

  6,496,690   524,012   24 

Total fixed maturity securities in an unrealized loss position

 $14,598,025  $690,112   60 
             
  December 31, 2016 

Fixed maturity securities

            

Less than 12 months

            

U.S. government and U.S. government agencies

 $1,878,308  $71,592   6 

States and political subdivisions

  2,532,653   66,584   14 

Corporate bonds

  23,721,217   696,066   92 

Foreign bonds

  5,087,133   155,833   16 

Total less than 12 months

  33,219,311   990,075   128 

More than 12 months

            

Corporate bonds

  8,004,923   917,029   36 

Foreign bonds

  1,024,548   92,250   6 

Total more than 12 months

  9,029,471   1,009,279   42 

Total fixed maturity securities in an unrealized loss position

  42,248,782   1,999,354   170 

Equity securities

            

Less than 12 months

            

Corporate preferred stock

  96,360   3,585   2 

Total less than 12 months

  96,360   3,585   2 

More than 12 months

            

Mutual funds

  89,113   2,869   1 

Total more than 12 months

  89,113   2,869   1 

Total equity securities in an unrealized loss position

  185,473   6,454   3 

Total fixed maturity and equity securities in an unrealized loss position

 $42,434,255  $2,005,808   173 

As of September 30, 2017, the Company held 60 available-for-sale fixed maturity securities with an unrealized loss of $690,112, fair value of $14,598,025 and amortized cost of $15,288,137. These unrealized losses were primarily due to market interest rate movements in the bond market as of September 30, 2017. The ratio of the fair value to the amortized cost of these 60 securities is 95%.

 

      

Unrealized

  

Number of

 
  

Fair Value

  

Loss

  

Securities

 
  

March 31, 2020 (Unaudited)

 

Fixed maturity securities

            

Less than 12 months in an unrealized loss position

            

Corporate bonds

 $46,202,498  $4,859,166   159 

Asset-backed securities

  1,270,692   107,083   4 

Exchange traded securities

  300,000   200,000   2 

Foreign bonds

  12,033,032   1,393,462   38 

Total less than 12 months in an unrealized loss position

  59,806,222   6,559,711   203 

More than 12 months in an unrealized loss position

            

Corporate bonds

  523,430   555,838   5 

Foreign bonds

  623,575   800,987   4 

Total more than 12 months in an unrealized loss position

  1,147,005   1,356,825   9 

Total fixed maturity securities in an unrealized loss position

  60,953,227   7,916,536   212 

Preferred stock, less than 12 months in an unrealized loss position

  49,600   345   1 

Equity securities (mutual funds), less than 12 months in an unrealized loss position

  70,268   21,713   1 

Total fixed maturity, preferred stock and equity securities in an unrealized loss position

 $61,073,095  $7,938,594  $214 
             
  

December 31, 2019

 

Fixed maturity securities

            

Less than 12 months in an unrealized loss position

            

U.S. government and U.S. government agencies

 $1,097,626  $6,841   3 

States and political subdivisions

  103,007   2,252   1 

Corporate bonds

  3,049,765   59,915   7 

Foreign bonds

  345,243   7,857   1 

Total less than 12 months in an unrealized loss position

  4,595,641   76,865   12 

More than 12 months in an unrealized loss position

            

U.S. government and U.S. government agencies

  445,943   4,288   2 

Corporate bonds

  1,245,410   84,422   6 

Foreign bonds

  1,070,459   355,696   4 

Total more than 12 months in an unrealized loss position

  2,761,812   444,406   12 

Total fixed maturity securities in an unrealized loss position

  7,357,453   521,271   24 

Equity securities (mutual funds), greater than 12 months in an unrealized loss position

  89,352   2,629   1 

Total fixed maturity, preferred stock and equity securities in an unrealized loss position

 $7,446,805  $523,900  $25 


16

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

2. Investments (continued)

As of March 31, 2020, the Company held 212 available-for-sale fixed maturity securities with an unrealized loss of $7,916,536, fair value of $60,953,227 and amortized cost of $68,869,763. These unrealized losses were primarily due to the Coronavirus pandemic impact on the bond market as of March 31, 2020. The ratio of the fair value to the amortized cost of these 212 securities is 89%.

 

As of December 31, 2016,2019, the Company held 17024 available-for-sale fixed maturity securities with an unrealized loss of $1,999,354,$521,271, fair value of $42,248,782$7,357,453 and amortized cost of $44,248,136.$7,878,724. These unrealized losses were primarily due to market interest rate movements in the bond market as of December 31, 2016.2019. The ratio of the fair value to the amortized cost of these 17024 securities is 95%93%.

 

As of DecemberMarch 31, 2016,2020, the Company had three available-for-saleheld one equity securitiessecurity with an unrealized loss of $6,454,$21,713, fair value of $185,473$70,268 and cost of $191,927.$91,981. The ratio of fair value to cost of these securitiesthis security is 76%.

As of December 31, 2019, the Company held one equity security with an unrealized loss of $2,629, fair value of $89,352 and cost of $91,981. The ratio of fair value to cost of this security is 97%.

As of March 31, 2020, the Company held one preferred stock with an unrealized loss of $345, fair value of $49,600 and cost of $49,945. The ratio of fair value to cost of this preferred stock is 99%.

 

Fixed maturity securities were 93% and 92%97% investment grade as rated by Standard & Poor’s as of September 30, 2017March 31, 2020 and December 31, 2016, respectively.2019.

 

The Company’sCompany’s decision to record an impairment loss is primarily based on whether the security’s fair value is likely to remain significantly below its book value based on all of the factors considered. Factors that are considered include the length of time the security’s fair value has been below its carrying amount, the severity of the decline in value, the credit worthiness of the issuer, and the coupon and/or dividend payment history of the issuer. The Company also assesses whether it intends to sell or whether it is more likely than not that it may be required to sell the security prior to its recovery in value.

 

For any fixed maturity securities that are other-than-temporarily impaired, the Company determines the portion of the other-than-temporary impairment that is credit-related and the portion that is related to other factors. The credit-related portion is the difference between the expected future cash flows and the amortized cost basis of the fixed maturity security, and that difference is charged to earnings. The non-credit-related portion representing the remaining difference to fair value is recognized in other comprehensive income (loss). Only in the case of a credit-related impairment where management has the intent to sell the security, or it is more likely than not that it will be required to sell the security before recovery of its cost basis, is a fixed maturity security adjusted to fair value and the resulting losses recognized in realized gains (losses) in the consolidated statements of operations. Any other-than-temporary impairments on equity securities are recorded in the consolidated statements of operations in the periods incurred as the difference between fair value and cost.

 

The Company has recordedThere were no other-than-temporary impairments on its fixed maturity available-for-sale investment in an energy corporation with a total par value of $650,000 as a result of continuing unrealized losses. During fourth quarter 2016 this security was initially impaired by a $207,450 charge to the statement of operations. During second quarter 2017 this security was further impaired by a $224,250 charge to the statement of operations. These impairments were considered fully credit-related and represent the difference between the amortized cost basis of the security and its fair value. The Company experienced no additional other-than-temporary impairments on fixed maturity available-for-sale securities forduring the three and nine months ended September 30, 2017March 31, 2020 and the year ended December 31, 2016.2019.

 

Management believes that the Company will fully recover its cost basis in the securities held as of September 30, 2017,March 31, 2020, and management does not have the intent to sell nor is it more likely than not that the Company will be required to sell such securities until they recover or mature.  The remaining temporary impairments shown herein are primarily the result of the current interest rate environment rather than credit factors that would imply other-than-temporary impairment. 

 


17

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

2. Investments (continued)

 

Net unrealized gains (losses) included in other comprehensive income (loss) for investments classified as available-for-sale, net of the effect of deferred income taxes and deferred acquisition costs assuming that the appreciation (depreciation) had been realized as of September 30, 2017March 31, 2020 and December 31, 2016,2019, are summarized as follows:

 

 

(Unaudited)

      

(Unaudited)

     
 

September 30, 2017

  

December 31, 2016

  

March 31, 2020

  

December 31, 2019

 

Unrealized appreciation on available-for-sale securities

 $5,500,237  $1,039,897 

Unrealized appreciation (depreciation) on available-for-sale securities

 $(1,040,360) $12,192,831 

Adjustment to deferred acquisition costs

  (96,363)  (16,553)  2,011   (19,844)

Deferred income taxes

  (1,080,775)  (204,668)  218,053   (2,556,327)

Net unrealized appreciation on available-for-sale securities

 $4,323,099  $818,676 

Net unrealized appreciation (depreciation) on available-for-sale securities

 $(820,296) $9,616,660 

 

The Company’sCompany’s investment in lottery prize cash flows categorized as other long-term investments in the statement of financial position was $57,675,405$73,146,105 and $46,788,873$71,824,480 as of September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively. The lottery prize cash flows are assignments of the future rights from lottery winners purchased at a discounted price. Payments on these investments are made by state run lotteries.

 

The amortized cost and fair value of fixed maturity available-for-sale securities and other long-term investments as of September 30, 2017,March 31, 2020, by contractual maturity, are summarized as follows:

 

 

September 30, 2017 (Unaudited)

  

March 31, 2020 (Unaudited)

 
 

Fixed Maturity Available-For-Sale Securities

  

Other Long-Term Investments

  

Fixed Maturity Available-For-Sale Securities

  

Other Long-Term Investments

 
 

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

 

Due in one year or less

 $7,267,264  $7,331,950  $8,248,410  $8,361,971  $2,664,450  $2,655,860  $11,233,730  $11,466,462 

Due after one year through five years

  30,208,994   31,312,939   23,377,949   25,433,045   26,292,616   24,761,240   35,104,570   39,433,436 

Due after five years through ten years

  38,476,332   39,833,033   16,190,560   19,790,751   55,372,399   54,289,104   19,387,198   25,495,424 

Due after ten years

  66,630,897   69,493,041   9,858,486   15,836,022   78,568,921   80,136,876   7,420,607   13,500,163 

Due at multiple maturity dates

  29,190   71,825   -   -   18,043   33,334   -   - 
 $142,612,677  $148,042,788  $57,675,405  $69,421,789  $162,916,429  $161,876,414  $73,146,105  $89,895,485 

 

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.

 


18

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

2. Investments (continued)

 

Proceeds and gross realized gains (losses) from the sales, calls and maturitiesmaturities of fixed maturity securities available-for-sale equity securities available-for-sale, mortgage loans on real estate, investment real estate and other long-term investments for the three and nine months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

 

Three Months Ended September 30, (Unaudited)

  

Three Months Ended March 31, (Unaudited)

 
 

Fixed Maturity Securities

  

Equity Securities

  

Mortgage Loans on Real Estate

  

Investment Real Estate

  

Fixed Maturity Securities

 
 

2017

  

2016

  

2017

  

2016

  

2017

  

2016

  

2017

  

2016

  

2020

  

2019

 

Proceeds

 $4,536,924  $7,368,724  $-  $-  $5,405,626  $7,655,905  $-  $-  $5,550,987  $3,399,846 

Gross realized gains

  37,337   242,910   -   -   -   -   -   -   65,309   44,555 

Gross realized losses

  (40,823)  (36,020)  -   -   -   (46,582)  -   -   (3,390)  (4,480)

Loss on other-than-temporary impairment

  -   -   -   -   -   -   -   - 

 

  

Three Months Ended September 30, (Unaudited)

 
  

Other Long-Term Investments

 
  

2017

  

2016

 

Proceeds

 $-  $- 

Gross realized gains

  -   - 

Gross realized losses

  -   - 

Loss on other-than-temporary impairment

  -   - 

The accumulated change in unrealized investment gains (losses) for fixed maturity and preferred stock available-for-sale for the three months ended March 31, 2020 and 2019 and the amount of net realized investment gains (losses) on fixed maturity securities available-for-sale and equity securities for the three months ended March 31, 2020 and 2019 are summarized as follows:

 

  

Nine Months Ended September 30, (Unaudited)

 
  

Fixed Maturity Securities

  

Equity Securities

  

Mortgage Loans on Real Estate

  

Investment Real Estate

 
  

2017

  

2016

  

2017

  

2016

  

2017

  

2016

  

2017

  

2016

 

Proceeds

 $17,140,173  $14,862,935  $-  $128,010  $16,129,739  $11,317,427  $190,084  $- 

Gross realized gains

  564,589   405,960   -   8,711   -   -   6,050   - 

Gross realized losses

  (377,138)  (77,362)  -   (1,468)  -   (28,591)  (1,668)  - 

Loss on other-than-temporary impairment

  (224,250)  -   -   -   -   -   -   - 

  

Nine Months Ended September 30, (Unaudited)

 
  

Other Long-Term Investments

 
  

2017

  

2016

 

Proceeds

 $792,012  $- 

Gross realized gains

  62,275   - 

Gross realized losses

  -   - 

Loss on other-than-temporary impairment

  -   - 
  

Three Months Ended March 31, (Unaudited)

 
  

2020

  

2019

 

Change in unrealized investment gains (losses):

     

Available-for-sale securities:

        

Fixed maturity securities

 $(13,230,891) $5,077,355 

Preferred stock

  (2,300)  9,820 

Net realized investment gains (losses):

        

Available-for-sale securities:

        

Fixed maturity securities

  61,919   40,075 

Equity securities, changes in fair value

  (38,417)  13,645 

 


19

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

2. Investments (continued)

The accumulated change in net unrealized investment gains (losses) for fixed maturity and equity securities available-for-sale for the three and nine months ended September 30, 2017 and 2016 and the amount of realized investment gains on fixed maturity securities available-for-sale, equity securities available-for-sale, mortgage loans on real estate, investment real estate and other long-term investments for the three and nine months ended September 30, 2017 and 2016 are summarized as follows:

  

Three Months Ended September 30, (Unaudited)

  

Nine Months Ended September 30, (Unaudited)

 
  

2017

  

2016

  

2017

  

2016

 

Change in unrealized investment gains:

                

Available-for-sale securities:

                

Fixed maturity securities

 $694,379  $817,963  $4,429,221  $9,078,142 

Equity securities

  12,381   33,665   31,119   26,911 

Net realized investment gains (losses):

                

Available-for-sale securities:

                

Fixed maturity securities

  (3,486)  206,890   187,451   328,598 

Equity securities

  -   -   -   7,243 

Mortgage loans on real estate

  -   (46,582)  -   (28,591)

Investment real estate

  -   -   4,382   - 

Other long-term investments

  -   -   62,275   - 

 

Major categories of net investment income for the three and nine months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

 

Three Months Ended September 30, (Unaudited)

  

Nine Months Ended September 30, (Unaudited)

  

Three Months Ended March 31, (Unaudited)

 
 

2017

  

2016

  

2017

  

2016

  

2020

  

2019

 

Fixed maturity securities

 $1,731,931  $1,435,041  $4,887,826  $4,535,560  $1,838,382  $1,529,476 

Equity securities

  4,382   6,728   14,540   20,568 

Preferred stock and equity securities

  32,323   34,218 

Other long-term investments

  967,959   687,042   2,707,438   1,857,366   1,347,138   1,150,757 

Mortgage loans

  2,379,176   1,417,445   5,923,207   4,098,943   3,570,405   3,182,848 

Policy loans

  28,640   27,348   84,657   79,937   37,707   32,273 

Real estate

  93,943   62,391   281,366   246,327   68,682   64,296 

Short-term and other investments

  72,935   56,806   296,019   198,950   24,537   244,840 

Gross investment income

  5,278,966   3,692,801   14,195,053   11,037,651   6,919,174   6,238,708 

Investment expenses

  (647,074)  (388,821)  (1,898,226)  (1,114,834)  (649,331)  (665,252)

Net investment income

 $4,631,892  $3,303,980  $12,296,827  $9,922,817  $6,269,843  $5,573,456 

TLIC and FBLIC are required to hold assets on deposit with various state insurance departments for the benefit of policyholders and other special deposits in accordance with statutory rules and regulations. As of September 30, 2017March 31, 2020 and December 31, 2016,2019, these required deposits, included in investment assets, had amortized costs that totaled $3,702,658$4,798,357 and $4,099,405,$4,434,662, respectively. As of September 30, 2017March 31, 2020 and December 31, 2016,2019, these required deposits had fair values that totaled $3,726,812$4,844,525 and $4,125,116,$4,468,783, respectively.

The Company’s mortgage loans by property type as of March 31, 2020 and December 31, 2019 are summarized as follows:

  

(Unaudited)

     
  

March 31, 2020

  

December 31, 2019

 

Residential mortgage loans

 $153,328,603  $150,002,865 

Commercial mortgage loans by property type

        

Apartment

  964,351   1,604,934 

Industrial

  1,605,214   1,619,250 

Lodging

  729,042   729,603 

Office building

  4,322,652   3,676,396 

Retail

  5,931,670   4,771,592 

Total commercial mortgage loans by property type

  13,552,929   12,401,775 

Total mortgage loans

 $166,881,532  $162,404,640 

There were 35 loans with a remaining principal balance of $5,727,927 that were more than 90 days past due as of March 31, 2020. There were 23 loans with a remaining principal balance of $4,427,317 that were more than 90 days past due as of December 31, 2019.

There were no mortgage loans in default and in the foreclosure process as of March 31, 2020. There were $1,691,980 of mortgage loans in default and foreclosure as of December 31, 2019 and the Company estimates that it will not incur losses on these foreclosures due to the anticipated sales prices less disposal costs exceeding the carrying values of these foreclosed mortgage loans. 


20

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

2. Investments (continued)

 

The Company’s mortgage loans by property type as of September 30, 2017 and December 31, 2016 are summarized as follows:

  

(Unaudited)

     
  

September 30, 2017

  

December 31, 2016

 

Commercial and industrial mortgage loans

        
         

Retail stores

 $1,250,052  $1,075,324 

Office buildings

  138,463   179,484 

Industrial

  432,351   - 
         

Total commercial and industrial mortgage loans

  1,820,866   1,254,808 
         

Residential mortgage loans

  101,192,149   73,116,478 
         

Total mortgage loans

 $103,013,015  $74,371,286 

The Company’sCompany’s investment real estate as of September 30, 2017March 31, 2020 and December 31, 20162019 is summarized as follows:

 

 

(Unaudited)

      

(Unaudited)

     
 

September 30, 2017

  

December 31, 2016

  

March 31, 2020

  

December 31, 2019

 

Land - held for the production of income

 $213,160  $213,160  $213,160  $213,160 

Land - held for investment

  745,155   745,155   745,155   745,155 

Total land

  958,315   958,315   958,315   958,315 

Building - held for the production of income

  2,267,557   2,267,557   2,267,557   2,267,557 

Less - accumulated depreciation

  (1,158,810)  (1,049,695)  (1,522,531)  (1,486,159)

Buildings net of accumulated depreciation

  1,108,747   1,217,862   745,026   781,398 

Residential real estate - held for sale

  287,249   330,496   956,137   212,046 

Total residential real estate

  287,249   330,496   956,137   212,046 

Investment real estate, net of accumulated depreciation

 $2,354,311  $2,506,673  $2,659,478  $1,951,759 

 

TLIC owns approximately six and one-half acres of land located in Topeka, Kansas that includes a 20,000 square foot office building on approximately one-fourth of this land. This building and land on one of the four lots is held for the production of income. The other three lots of land owned in Topeka, Kansas are held for investment. In addition, FBLIC owns one-half acre of undeveloped land located in Jefferson City, Missouri. During fourth quarter 2016 management impaired the undeveloped land by $4,892 from its carrying value to its net realizable value expected at the time of ultimate resale.

 

During 2017 and 2016,2020 the Company foreclosed on two residential mortgage loans of real estate totaling $142,455 and $198,622, respectively,$744,091 and transferred those properties to investment real estate held for sale. During 2019, the Company foreclosed on one residential mortgage loans of real estate totaling $99,218 and transferred that areproperty to investment real estate that is now held for sale.

During 2017, the Company sold investment real estate property with an aggregate carrying value of $185,702. The Company recorded a gross realized investment gain on sale of $4,382 based on an aggregate sales price of $190,084.

 


First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

3. Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) on the measurement date.  The Company also considers the impact on fair value of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity.

 

The Company holds fixed maturity, preferred stock and equity securities that are measured and reported at fair market value on theconsolidated statement of financial position. The Company determines the fair market values of its financial instruments based on the fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value, as follows:

 

Level 1 - Quoted prices in active markets for identical assets or liabilities. The Company’s Level 1 assets include preferred stock and equity securities that are traded in an active exchange market.

 

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s Level 2 assets and liabilities include fixed maturity securities with quoted prices that are traded less frequently than exchange-traded instruments or assets and liabilities whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes U.S. Government and agency mortgage-backed debt securities,government, U.S. government agencies, state and political subdivisionsubdivisions, mortgage-backed securities, corporate debtbonds, asset-backed securities, exchange traded securities, foreign bonds and foreign debt securities.certificate of deposits.

21

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2020

(Unaudited)

3. Fair Value Measurements (continued)

 

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes certain private equity investments where independent pricing information was not able to be obtained for a significant portion of the underlying assets.

 

The Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into the three-level fair value hierarchy. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the valuation inputs, or their ability to be observed, may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in and out of the Level 3 category as of the beginning of the period in which the reclassifications occur.

 


22

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

3. Fair Value Measurements (continued)

 

The Company’sCompany’s fair value hierarchy for those financial instruments measured at fair value on a recurring basis as of September 30, 2017March 31, 2020 and December 31, 20162019 is summarized as follows:

 

 

Level 1

  

Level 2

  

Level 3

  

Total

  

Level 1

  

Level 2

  

Level 3

  

Total

 
 

September 30, 2017 (Unaudited)

  

March 31, 2020 (Unaudited)

 

Fixed maturity securities, available-for-sale

                                

U.S. government and U.S. government agencies

 $-  $2,981,465  $-  $2,981,465  $-  $1,683,287  $-  $1,683,287 

States and political subdivisions

  -   9,668,841   -   9,668,841   -   10,037,838   -   10,037,838 

Residential mortgage-backed securities

  -   71,825   -   71,825   -   33,334   -   33,334 

Corporate bonds

  -   113,193,928   -   113,193,928   -   116,785,588   -   116,785,588 

Asset-backed securities

  -   1,983,692   -   1,983,692 

Exchange traded securities

  -   300,000   -   300,000 

Foreign bonds

  -   22,126,729   -   22,126,729   -   30,252,675   -   30,252,675 

Certificate of deposits

  -   800,000   -   800,000 

Total fixed maturity securities

 $-  $148,042,788  $-  $148,042,788  $-  $161,876,414  $-  $161,876,414 
                                

Equity securities, available-for-sale

                

Preferred stock, available-for-sale

 $49,600  $-  $-  $49,600 
                

Equity securities

                

Mutual funds

 $-  $349,473  $-  $349,473  $-  $70,268  $-  $70,268 

Corporate preferred stock

  102,020   -   -   102,020 

Corporate common stock

  159,365   -   61,500   220,865   28,232   -   66,288   94,520 

Total equity securities

 $261,385  $349,473  $61,500  $672,358  $28,232  $70,268  $66,288  $164,788 
                         
 December 31, 2016  

December 31, 2019

 

Fixed maturity securities, available-for-sale

                                

U.S. government and U.S. government agencies

 $-  $3,185,383  $-  $3,185,383  $-  $1,669,033  $-  $1,669,033 

States and political subdivisions

  -   9,250,896   -   9,250,896   -   10,150,931   -   10,150,931 

Residential mortgage-backed securities

  -   70,727   -   70,727   -   42,456   -   42,456 

Corporate bonds

  -   100,980,041   -   100,980,041   -   130,527,754   -   130,527,754 

Asset-backed securities

  -   2,184,451   -   2,184,451 

Exchange traded securities

  -   548,400   -   548,400 

Foreign bonds

  -   15,824,108   -   15,824,108   -   33,828,299   -   33,828,299 

Total fixed maturity securities

 $-  $129,311,155  $-  $129,311,155  $-  $178,951,324  $-  $178,951,324 

Preferred stock, available-for-sale

 $51,900  $-  $-  $51,900 
                                

Equity securities, available-for-sale

                

Equity securities

                

Mutual funds

 $-  $341,914  $-  $341,914  $-  $89,352  $-  $89,352 

Corporate preferred stock

  96,360   -   -   96,360 

Corporate common stock

  138,633   -   61,500   200,133   47,565   -   64,107   111,672 

Total equity securities

 $234,993  $341,914  $61,500  $638,407  $47,565  $89,352  $64,107  $201,024 

 

As of September 30, 2017March 31, 2020 and December 31, 2016,2019, Level 3 financial instruments consisted of two private placement common stocks that have no active trading.trading and a joint venture investment with a mortgage loan originator.

 

These private placement common stocks represent investments in small insurance holding companies. The fair value for these securities was determined through the use of unobservable assumptions about market participants. The Company has assumed a willing market participant would purchase the securities for the same price as the Company paid.paid until such time as these small insurance holding companies commence significant operations. The joint venture investment with a mortgage loan originator is accounted for under the equity method of accounting.

 


23

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

3. Fair Value Measurements (continued)

 

Fair values for Level 1 and Level 2 assets for the Company’s fixed maturity and preferred stock available-for-sale and equity securities available-for-sale are primarily based on prices supplied by a third party investment service. The third party investment service provides quoted prices in the market which use observable inputs in developing such rates.

 

The Company analyzes market valuations received to verify reasonableness and to understand the key assumptions used and the sources. Since the fixed maturity securities owned by the Company do not trade on a daily basis, the third party investment service prepares estimates of fair value measurements using relevant market data, benchmark curves, sector groupings and matrix pricing. As the fair value estimates of the Company’sCompany’s fixed maturity securities are based on observable market information rather than market quotes, the estimates of fair value on these fixed maturity securities are included in Level 2 of the hierarchy. The Company’s Level 2 investments include obligations of U.S. government, U.S. government agencies, state and political subdivisions, mortgage-backed securities, corporate bonds, asset-backed securities, exchange traded securities, foreign bonds and foreign bonds.certificate of deposits.

 

The Company’sCompany’s preferred stock is included in Level 1 and equity securities are included in Level 1 and Level 2 and the private placement common stocks and joint venture investment are included in Level 3. Level 1 for the preferred stock and those equity securities classified as such is appropriate since they trade on a daily basis, are based on quoted market prices in active markets and are based upon unadjusted prices. Level 2 for those equity securities classified as such is appropriate since they are not actively traded.

 

The Company’sCompany’s fixed maturity and preferred stock available-for-sale securities and equity securities available-for-sale portfolio isare highly liquid and allows for a high percentage of the portfolio to be priced through pricing services.

The change in the fair value of the Company’s Level 3 equity securities available-for-sale for the three months ended March 31, 2020 and March 31, 2019 is summarized as follows:

 

  

Unaudited

 
  

Three Months Ended March 31,

 
  

2020

  

2019

 
         

Beginning balance

 $64,107  $64,036 

Joint venture net income

  29,220   27,784 

Joint venture distribution

  (27,039)  (23,824)

Ending balance

 $66,288  $67,996 


24

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

3. Fair Value Measurements (continued)

 

TheThe carrying amount and fair value of the Company’s financial assets and financial liabilities disclosed, but not carried, at fair value as of September 30, 2017March 31, 2020 and December 31, 2016,2019, and the level within the fair value hierarchy at which such assets and liabilities are measured on a recurring basis are summarized as follows:

 

Financial Instruments Disclosed, But Not Carried,instruments disclosed, but not carried, at Fair Value:fair value:

 

 

Carrying

  

Fair

              

Carrying

  

Fair

             
 

Amount

  

Value

  

Level 1

  

Level 2

  

Level 3

  

Amount

  

Value

  

Level 1

  

Level 2

  

Level 3

 
 

September 30, 2017 (Unaudited)

  

March 31, 2020 (Unaudited)

 

Financial assets

                                        

Mortgage loans on real estate

                                        

Commercial and industrial

 $1,820,866  $1,823,474  $-  $-  $1,823,474 

Commercial

 $13,552,929  $13,043,147  $-  $-  $13,043,147 

Residential

  101,192,149   103,364,612   -   -   103,364,612   153,328,603   166,202,080   -   -   166,202,080 

Policy loans

  1,626,771   1,626,771   -   -   1,626,771   2,087,602   2,087,602   -   -   2,087,602 

Short-term investments

  1,832,872   1,832,872   1,832,872   -   - 

Other long-term investments

  57,675,405   69,421,789   -   -   69,421,789   73,146,105   89,895,485   -   -   89,895,485 

Cash and cash equivalents

  28,959,503   28,959,503   28,959,503   -   -   16,728,153   16,728,153   16,728,153   -   - 

Accrued investment income

  2,618,245   2,618,245   -   -   2,618,245   5,348,548   5,348,548   -   -   5,348,548 

Total financial assets

 $193,892,939  $205,973,290  $28,959,503  $-  $177,013,787  $266,024,812  $295,137,887  $18,561,025  $-  $276,576,862 
                    

Financial liabilities

                                        

Policyholders' account balances

 $292,128,688  $239,162,237  $-  $-  $239,162,237  $362,198,197  $383,873,719  $-  $-  $383,873,719 

Policy claims

  1,027,121   1,027,121   -   -   1,027,121   1,139,262   1,139,262   -   -   1,139,262 

Total financial liabilities

 $293,155,809  $240,189,358  $-  $-  $240,189,358  $363,337,459  $385,012,981  $-  $-  $385,012,981 
                               
 December 31, 2016  

December 31, 2019

 

Financial assets

                                        

Mortgage loans on real estate

                                        

Commercial

 $1,254,808  $1,268,140  $-  $-  $1,268,140  $12,401,775  $12,280,704  $-  $-  $12,280,704 

Residential

  73,116,478   70,383,661   -   -   70,383,661   150,002,865   152,443,349   -   -   152,443,349 

Policy loans

  1,598,116   1,598,116   -   -   1,598,116   2,026,301   2,026,301   -   -   2,026,301 

Short-term investments

  1,831,087   1,831,087   1,831,087   -   - 

Other long-term investments

  46,788,873   55,890,429   -   -   55,890,429   71,824,480   88,235,019   -   -   88,235,019 

Cash and cash equivalents

  34,223,945   34,223,945   34,223,945   -   -   23,212,170   23,212,170   23,212,170   -   - 

Accrued investment income

  2,176,770   2,176,770   -   -   2,176,770   5,207,823   5,207,823   -   -   5,207,823 

Total financial assets

 $159,158,990  $165,541,061  $34,223,945  $-  $131,317,116  $266,506,501  $285,236,453  $25,043,257  $-  $260,193,196 
                    

Financial liabilities

                                        

Policyholders' account balances

 $245,346,489  $206,541,702  $-  $-  $206,541,702  $363,083,838  $355,557,123  $-  $-  $355,557,123 

Policy claims

  997,814   997,814   -   -   997,814   1,399,393   1,399,393   -   -   1,399,393 

Total financial liabilities

 $246,344,303  $207,539,516  $-  $-  $207,539,516  $364,483,231  $356,956,516  $-  $-  $356,956,516 

 


25

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

3. Fair Value Measurements (continued)

 

The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. However, considerable judgment was required to interpret market data 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 following methods and assumptions were used in estimating the fair value disclosures for financial instruments in the accompanying financial statements and notes thereto:

 

Fixed Maturity Securities, Preferred Stock and Equity Securities

The fair value of fixed maturity securities and equity securities are based on the principles previously discussed as Level 1, Level 2 and Level 3.

 

Mortgage Loans on Real Estate

 

The fair values for mortgage loans are estimated using discounted cash flow analyses. For residential mortgage loans, the discount rate used was indexed to the LIBOR yield curve adjusted for an appropriate credit spread. For commercial (includes apartment, industrial, lodging, office building and industrialretail) mortgage loans, the discount rate used was assumed to be the interest rate on the last commercial mortgage acquired by the Company.

 

Cash and Cash Equivalents, Short-Term Investments, Accrued Investment Income and Policy Loans

 

The carrying value of these financial instruments approximates their fair values. Cash and cash equivalents and short-term investments are included in Level 1 of the fair value hierarchy due to their highly liquid nature.

 

Other Long-Term Investments

 

Other long-term investments are comprised of lottery prize receivables and fair value is derived by using a discounted cash flow approach. Projected cash flows are discounted using the average CitigroupFTSE Pension Liability Index in effect at the end of each period.

 

Investment Contracts – Policyholders’ Account Balances

 

The fair value for liabilities under investment-type insurance contracts (accumulation annuities) is calculated using a discounted cash flow approach.  Cash flows are projected using actuarial assumptions and discounted to the valuation date using risk-free rates adjusted for credit risk and the nonperformance risk of the liabilities.

 

The fair values for insurance contracts other than investment-type contracts are not required to be disclosed.

 

Policy Claims

 

The carrying amounts reported for these liabilities approximate their fair value.

 


26

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

4.4. Segment Data

 

TheThe Company has a life insurance segment, consisting of the life insurance operations of TLIC and FBLIC, an annuity segment, consisting of the annuity operations of TLIC and FBLIC and a corporate segment. Results for the parent company and the operations of FTCC, after elimination of intercompany amounts, are allocated to the corporate segment. These segments as of September 30, 2017March 31, 2020 and December 31, 20162019 and for the three and nine months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

 

Three Months Ended September 30, (Unaudited)

  

Nine Months Ended September 30, (Unaudited)

  

Three Months Ended March 31, (Unaudited)

 
 

2017

  

2016

  

2017

  

2016

  

2020

  

2019

 

Revenues:

                        

Life insurance operations

 $4,723,138  $3,720,401  $13,321,087  $11,068,191  $7,325,468  $6,471,048 

Annuity operations

  3,903,408   2,802,934   10,377,974   8,158,645   5,220,251   4,970,032 

Corporate operations

  85,738   148,234   280,664   455,293   137,787   183,620 

Total

 $8,712,284  $6,671,569  $23,979,725  $19,682,129  $12,683,506  $11,624,700 
                        

Income before income taxes:

                        

Life insurance operations

 $345,522  $35,230  $899,547  $87,745  $64,404  $197,559 

Annuity operations

  1,141,492   436,051   1,488,848   1,014,476   911,918   1,502,612 

Corporate operations

  50,755   115,591   187,965   235,444   40,062   101,921 

Total

 $1,537,769  $586,872  $2,576,360  $1,337,665  $1,016,384  $1,802,092 
                        

Depreciation and amortization expense:

                        

Life insurance operations

 $858,012  $541,995  $1,828,933  $1,540,582  $1,032,387  $830,461 

Annuity operations

  178,063   154,648   941,219   493,151   302,350   59,164 

Corporate operations

  -   -   -   - 

Total

 $1,036,075  $696,643  $2,770,152  $2,033,733  $1,334,737  $889,625 

 

 

(Unaudited)

       

(Unaudited)

     
 

September 30, 2017

  

December 31, 2016

   

March 31, 2020

  

December 31, 2019

 

Assets:

                 

Life insurance operations

 $54,305,804  $50,577,282   $100,203,463  $99,612,420 

Annuity operations

  325,089,923   275,745,766    487,458,536   500,738,949 

Corporate operations

  7,160,894   6,929,565    3,869,598   4,585,005 

Total

 $386,556,621  $333,252,613   $591,531,597  $604,936,374 

 

5. Federal Income Taxes

 

The provision for federal income taxes is based on the asset and liability method of accounting for income taxes. Deferred income taxes are provided for the cumulative temporary differences between balances of assets and liabilities determined under GAAP and the balances using tax bases.

 

The Company has no known uncertain tax benefits within its provision for income taxes. In addition, the Company does not believe it would be subject to any penalties or interest relative to any openopen tax years and, therefore, has not accrued any such amounts. The Company files U.S. federal income tax returns and income tax returns in various state jurisdictions.  The 20142016 through 20162019 U.S. federal tax years are subject to income tax examination by tax authorities. The Company classifies any interest and penalties (if applicable) as income tax expense in the financial statements.

 


27

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

6.6. Legal Matters and Contingent Liabilities

 

A lawsuit filed by the Company and Chairman, President and Chief Executive Officer, Gregg E. Zahn, in 2013 against former Company Board of Directors member WayneWayne Pettigrew and Mr. Pettigrew's company, Group & Pension Planners, Inc. (the "Defendants"), concluded on February 17, 2017. The lawsuit was filed in the District Court of Tulsa County, Oklahoma (Case No. CJ-2013-03385). In the lawsuit, the Company alleged that Mr. Pettigrew had defamed the Company by making untrue statements to certain shareholders of the Company, to the press and to regulators of the state of Oklahoma and had breached his fiduciary duties. Mr. Pettigrew denied the allegations.

 

The jury concluded that Mr. Pettigrew, while still a member of the Company’s Board of Directors, did, in fact, make untrue statements regarding the Company and Mr. Zahn and committed breaches of his fiduciary duties to the Company and the jury awarded itthe Company $800,000 of damages against Mr. Pettigrew. In addition, the jury found that Mr. Pettigrew had defamed Mr. Zahn and intentionally inflicted emotional distress on Mr. Zahn and awarded Mr. Zahn $3,500,000 of damages against Mr. Pettigrew.

Mr. Pettigrew can appeal this decision by the jury that will require him to post a bond in the amount of the total judgment of $4,300,000. Should Mr. Pettigrew fail to post such a bond, the Company and Mr. Zahn will be permitted to execute on Mr. Pettigrew's assets. To date, Mr. Pettigrew has failed to post this bond and, as a consequence, the Company and Mr. Zahn are in the process of executing on the judgments against Mr. Pettigrew’s assets. While the Company and Mr. Zahn will continue to execute on the judgments, any money or property collected during the execution of the judgments would have to be returned to Mr. Pettigrew in the event the judgments are reversed by the appellate courts.

In addition to the damages awarded by the jury, the Company and Mr. Zahn have initiated steps to aggressively communicate the correctioncorrection of the untrue statements to outside parties.

 

PriorMr. Pettigrew appealed this decision. The appeal challenged two trial court judgments based on separate verdicts against him in the jury trial. On February 28, 2020, the Court of Civil Appeals of the state of Oklahoma reversed the judgments entered by the trial court and remanded the case for a new trial. The Court of Appeals reversal, however, is not final. The Company will request that the Court of Appeals grant a rehearing and reverse its decision. Should it not do so, the Company will petition the Oklahoma Supreme Court to its acquisition by TLIC, FBLIC developed, marketed, and sold life insurance products known as “Decreasing Term to 95” policies. On January 17,reverse the Court of Appeals decision.

In 2013, FBLIC’sthe Company’s Board of Directors, votedrepresented by independent counsel, concluded that effective March 1, 2013, itthere was not approving, and therefore was not providing, a dividend for the Decreasing Termno action to 95 policies. On November 22, 2013, three individuals who owned Decreasing Term to 95 policies filed a Petition in the Circuit Court of Greene County, Missouri asserting claimsbe taken against FBLIC relating to FBLIC’s decision to not provide a dividend under the Decreasing Term to 95 policies.

On June 18, 2015, plaintiffs filed an amended petition. Like the original Petition, the amended Petition asserts claims for breach of contract and anticipatory breach of contract, and alleges that FBLIC breached, and will anticipatorily breach, the Decreasing Term to 95 policies of insurance by not providing a dividend sufficient to purchase a one year term life insurance policy which would keep the death benefit under the Decreasing Term to 95 policies the same as that provided during the first year of coverage under the policy. It also asserts claims for negligent misrepresentation, fraud, and violation of the Missouri Merchandising Practices Act (“MMPA”). It alleges that during its sale of the Decreasing Term to 95 policies, FBLIC represented that the owners of these policies would always be entitled to dividends to purchase a one-year term life insurance policyMr. Zahn and that the ownersallegations by Mr. Pettigrew were without substance. The Company was also informed back in 2013 by the Oklahoma Insurance Department that it would have a level death benefit without an increasetake no action and was also informed in premium.

The main difference between the original Petition and the amended Petition is2013 that the amended Petition also seeks equitable relief based on two new theories: that the Decreasing Term to 95 policies should be reformed so that they will provide a level death benefit for a level premium payment until the policyholder reaches 95 yearsOklahoma Department of age; and alternatively, Count VIIISecurities, after its investigation of the amended Petition asksallegations, concluded that no proceedings were needed with respect to the Courtalleged matters. It remains the Company’s intention to (1) find thatagain vigorously prosecute this action against the dividend provisions in the Decreasing Term to 95 policies violate Missouri law, specifically, § 376.360 RSMo.; (2) order that the policies are void ab initio;Defendants for damages and (3) order that FBLIC return all premiums collected under these policies. In addition, as partfor correction of the MMPA claim, plaintiffs are now alleging that FBLIC undertook a fraudulent scheme to selldefamatory statements. In the Decreasing Term to 95 policies as a level premium for level benefit even though FBLIC never intended to pay dividends for the lifeopinion of the policies andCompany’s management, the ultimate resolution of any contingencies that part ofmay arise from this alleged fraudulent scheme included having a dividend option whichlitigation is not allowed under Missouri law. FBLIC deniesconsidered material in relation to the allegations in the amended Petition and will continue to defend against them.


First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

6. Legal Matters and Contingent Liabilities (continued)

On February 1, 2016, the plaintiffs asked that the Court certify the case as a class action. With their motion, Plaintiffs filed an affidavit from an actuary stating the opinion that FBLIC has collected at least $2,548,939 in premiums on the Decreasing Term to 95 policies. This presumably is the amount that Plaintiffs will seek to be refunded to policyholders if the policies are declared void. FBLIC opposed the request for class certification. On July 21, 2016, the Court certified three classes to maintain the claims for breachfinancial position or results of contract, anticipatory breach of contract, violationoperations of the MMPA, reformation, and to void the Decreasing Term to 95 policies.

On August 1, 2016, FBLIC filed a Petition for Leave to Appeal with the Missouri Court of Appeals, Southern District asking for permission to appeal the Court’s class certification. The Petition for Leave to Appeal was denied. FBLIC intends to defend vigorously against the class and individual allegations. The Company is unable to determine the potential magnitude of the claims in the event of a final certification and the plaintiffs prevailing on this substantive action. The trial in this case will be before a judge and is scheduled to begin on November 27, 2017.

On May 13, 2015, FBLIC filed a Counterclaim against Doyle Nimmo seeking indemnity and seeking damages for breach of fiduciary duty in the event FBLIC is liable under Plaintiffs’ underlying claims. In addition, on April 29, 2015, TLIC filed a lawsuit against Doyle Nimmo and Michael Teel alleging that they were liable for violations of federal and state securities laws for failing to disclose information relating to the Decreasing Term to 95 policies. This lawsuit is currently pending in the District Court for the Western District of Missouri (hereinafter the “Federal Lawsuit”). No claims have been made against TLIC in the Federal Lawsuit. The Federal Lawsuit has been stayed pending resolution of the lawsuit against FBLIC in the Circuit Court of Greene County, Missouri.

On September 28, 2015, Doyle Nimmo filed a Third-Party Petition for Declaratory Judgment (and Other Relief) against FBLIC. In this Third-Party Petition, Doyle Nimmo, a former director for FBLIC, seeks a declaratory judgment that the corporate by-laws of FBLIC require FBLIC to indemnify him for attorney’s fees, judgments, costs, fines, and amounts paid in defense of both the Counterclaim and the Federal Lawsuit and seeks a monetary judgment for the amounts expended by Doyle Nimmo in such defense. Prior to Doyle Nimmo’s filing of the Third-Party Petition, FBLIC’s Board of Directors executed a Unanimous Written Consent in Lieu of a Special Meeting in which it denied Doyle Nimmo’s tender of defense and request for indemnification finding Mr. Nimmo did not meet the applicable standard of conduct for indemnification under Missouri law.

Doyle Nimmo subsequently submitted a claim and tendered the defense of these claims to Utica Mutual Insurance Company under a policy providing Insurance Agents and Brokers Errors and Omissions Liability coverage. On November 4, 2015, Utica Mutual Insurance Company filed a lawsuit against Doyle Nimmo and other interested parties, including FBLIC and TLIC. The lawsuit was pending in the District Court for the Western District of Missouri and asked the Court to determine whether the Errors and Omissions policy provides coverage for the lawsuits filed against Doyle Nimmo. Utica Mutual Insurance Company did not seek a monetary judgment against FBLIC or TLIC.

On June 14, 2017, FBLIC and Doyle Nimmo executed a settlement to dismiss with prejudice all claims, causes of action and demands between them arising out of or in any way relating to the transactions and occurrences connected to the legal proceedings described above. The settlement proceeds included payments of $90,000 to FBLIC by Utica Mutual Insurance Company and $10,000 to FBLIC by Doyle Nimmo. The settlement also included an agreement whereby FBLIC and Doyle Nimmo bore exclusive liability for payment of their respective attorneys’ fees, lawsuit expenses, expert consulting fees and taxable costs of court incurred in connection with prosecution and/or defense of the claims, causes of action and demands related to the legal proceedings described above.Company.

 

Guaranty fund assessments, brought about by the insolvency of life and health insurers, are levied at the discretion of the various state guaranty fund associations to cover association obligations. In most states, guaranty fund assessments may be taken as a credit against premium taxes, typically over a five-year period.

 


28

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

7. OtOther Comprehensive Income and Accumulated Otherher Comprehensive Income (Loss)and Accumulated Other Comprehensive Income (Loss)

 

The changes in the components of the Company’sCompany’s accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

  

Three Months Ended September 30, 2017 and 2016 (Unaudited)

 
  

Unrealized

      

Accumulated

 
  

Appreciation on

  

Adjustment to

  

Other

 
  

Available-For-Sale

  

Deferred Acquisition

  

Comprehensive

 
  

Securities

  

Costs

  

Income

 

Balance as of July 1, 2017

 $3,834,781  $(68,664) $3,766,117 

Other comprehensive income before reclassifications, net of tax

  562,619   (8,426)  554,193 

Less amounts reclassified from accumulated other comprehensive income, net of tax

  (2,789)  -   (2,789)

Other comprehensive income

  565,408   (8,426)  556,982 

Balance as of September 30, 2017

 $4,400,189  $(77,090) $4,323,099 
             

Balance as of July 1, 2016

 $3,906,866  $(61,711) $3,845,155 

Other comprehensive income before reclassifications, net of tax

  846,814   (15,514)  831,300 

Less amounts reclassified from accumulated other comprehensive income, net of tax

  165,513   -   165,513 

Other comprehensive income

  681,301   (15,514)  665,787 

Balance as of September 30, 2016

 $4,588,167  $(77,225) $4,510,942 
  

Three Months Ended March 31, 2020 and 2019 (Unaudited)

 
  

Unrealized

         
  

Appreciation

      

Accumulated

 
  

(Depreciation) on

  

Adjustment to

  

Other

 
  

Available-For-Sale

  

Deferred Acquisition

  

Comprehensive

 
  

Securities

  

Costs

  

Income (Loss)

 

Balance as of January 1, 2020

 $9,632,323  $(15,663) $9,616,660 

Other comprehensive loss before reclassifications, net of tax

  (10,405,305)  17,265   (10,388,040)

Less amounts reclassified from accumulated other comprehensive loss having no credit losses, net of tax

  48,916   -   48,916 

Other comprehensive loss

  (10,454,221)  17,265   (10,436,956)

Balance as of March 31, 2020

 $(821,898) $1,602  $(820,296)
             

Balance as of January 1, 2019

 $(2,584,643) $8,012  $(2,576,631)

Other comprehensive income before reclassifications, net of tax

  4,050,528   (9,874)  4,040,654 

Less amounts reclassified from accumulated other comprehensive income having no credit losses, net of tax

  31,660   -   31,660 

Other comprehensive income

  4,018,868   (9,874)  4,008,994 

Balance as of March 31, 2019

 $1,434,225  $(1,862) $1,432,363 

 

  

Nine Months Ended September 30, 2017 and 2016 (Unaudited)

 
  

Unrealized

         
  

Appreciation

      

Accumulated

 
  

(Depreciation) on

  

Adjustment to

  

Other

 
  

Available-For-Sale

  

Deferred Acquisition

  

Comprehensive

 
  

Securities

  

Costs

  

Income (Loss)

 

Balance as of January 1, 2017

 $831,917  $(13,241) $818,676 

Other comprehensive income before reclassifications, net of tax

  3,538,833   (63,849)  3,474,984 

Less amounts reclassified from accumulated other comprehensive income, net of tax

  (29,439)  -   (29,439)

Other comprehensive income

  3,568,272   (63,849)  3,504,423 

Balance as of September 30, 2017

 $4,400,189  $(77,090) $4,323,099 
             

Balance as of January 1, 2016

 $(2,695,876) $40,059  $(2,655,817)

Other comprehensive income before reclassifications, net of tax

  7,552,715   (117,284)  7,435,431 

Less amounts reclassified from accumulated other comprehensive loss, net of tax

  268,672   -   268,672 

Other comprehensive income

  7,284,043   (117,284)  7,166,759 

Balance as of September 30, 2016

 $4,588,167  $(77,225) $4,510,942 

The pretax components of the Company’s other comprehensive income (loss) and the related income tax expense (benefit) for each component for the three months ended March 31, 2020 and 2019 are summarized as follows:

      

Income Tax

     
  

Pretax

  

Expense (Benefit)

  

Net of Tax

 
  

Three Months Ended March 31, 2020 (Unaudited)

 

Other comprehensive loss:

            

Change in net unrealized losses on available-for-sale securities:

            

Unrealized holding losses arising during the period

 $(13,171,272) $(2,765,967) $(10,405,305)

Reclassification adjustment for net gains included in operations having no credit losses

  61,919   13,003   48,916 

Net unrealized losses on investments

  (13,233,191)  (2,778,970)  (10,454,221)

Adjustment to deferred acquisition costs

  21,855   4,590   17,265 

Total other comprehensive loss

 $(13,211,336) $(2,774,380) $(10,436,956)
             
  

Three Months Ended March 31, 2019 (Unaudited)

 

Other comprehensive income:

            

Change in net unrealized gains on available-for-sale securities:

            

Unrealized holding gains arising during the period

 $5,127,250  $1,076,722  $4,050,528 

Reclassification adjustment for net gains included in operations having no credit losses

  40,075   8,415   31,660 

Net unrealized gains on investments

  5,087,175   1,068,307   4,018,868 

Adjustment to deferred acquisition costs

  (12,497)  (2,623)  (9,874)

Total other comprehensive income

 $5,074,678  $1,065,684  $4,008,994 

 


29

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

7. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income(Loss)(continued)

The pretax components of the Company’s other comprehensive income and the related income tax expense (benefit) for each component for the three and nine months ended September 30, 2017 and 2016 are summarized as follows:

  

Three Months Ended September 30, 2017 (Unaudited)

 
      

Income Tax

     
  

Pretax

  

Expense

  

Net of Tax

 

Other comprehensive income:

            

Change in net unrealized gains on available-for-sale securities:

            

Unrealized holding gains arising during the period

 $703,274  $140,655  $562,619 

Reclassification adjustment for net losses included in operations

  (3,486)  (697)  (2,789)

Net unrealized gains on investments

  706,760   141,352   565,408 

Adjustment to deferred acquisition costs

  (10,532)  (2,106)  (8,426)

Total other comprehensive income

 $696,228  $139,246  $556,982 

  

Three Months Ended September 30, 2016 (Unaudited)

 
      

Income Tax

     
      

Expense

     
  

Pretax

  

(Benefit)

  

Net of Tax

 

Other comprehensive income:

            

Change in net unrealized gains on available-for-sale securities:

            

Unrealized holding gains arising during the period

 $1,058,518  $211,704  $846,814 

Reclassification adjustment for net gains included in operations

  206,890   41,377   165,513 

Net unrealized gains on investments

  851,628   170,327   681,301 

Adjustment to deferred acquisition costs

  (19,392)  (3,878)  (15,514)

Total other comprehensive income

 $832,236  $166,449  $665,787 

  

Nine Months Ended September 30, 2017 (Unaudited)

 
      

Income Tax

     
  

Pretax

  

Expense

  

Net of Tax

 

Other comprehensive income:

            

Change in net unrealized gains on available-for-sale securities:

            

Unrealized holding gains arising during the period

 $4,423,541  $884,708  $3,538,833 

Reclassification adjustment for net losses included in operations

  (36,799)  (7,360)  (29,439)

Net unrealized gains on investments

  4,460,340   892,068   3,568,272 

Adjustment to deferred acquisition costs

  (79,810)  (15,961)  (63,849)

Total other comprehensive income

 $4,380,530  $876,107  $3,504,423 

  

Nine Months Ended September 30, 2016 (Unaudited)

 
      

Income Tax

     
      

Expense

     
  

Pretax

  

(Benefit)

  

Net of Tax

 

Other comprehensive income:

            

Change in net unrealized gains on available-for-sale securities:

            

Unrealized holding gains arising during the period

 $9,440,894  $1,888,179  $7,552,715 

Reclassification adjustment for net gains included in operations

  335,841   67,169   268,672 

Net unrealized gains on investments

  9,105,053   1,821,010   7,284,043 

Adjustment to deferred acquisition costs

  (146,605)  (29,321)  (117,284)

Total other comprehensive income

 $8,958,448  $1,791,689  $7,166,759 


First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

7. Other Comprehensive Income and Accumulated Other Comprehensive Income (Loss)(continued)

 

Realized gains and losses on the sales of investments are determined based upon the specific identification method and include provisions for other-than-temporary impairments where appropriate.

 

The pretax and the related income tax components of the amounts reclassified from the Company’sCompany’s accumulated other comprehensive income (loss) to the Company’s consolidated statement of operations for the three and nine months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

  

Three Months Ended September 30, (Unaudited)

  

Nine Months Ended September 30, (Unaudited)

 

Reclassification Adjustments

 

2017

  

2016

  

2017

  

2016

 

Unrealized gains on available-for-sale securities:

                

Realized gains (losses) on sales of securities (a)

 $(3,486) $206,890  $(36,799) $335,841 

Income tax expense (benefit) (b)

  (697)  41,377   (7,360)  67,169 

Total reclassification adjustments

 $(2,789) $165,513  $(29,439) $268,672 
  

Three Months Ended March 31, (Unaudited)

 

Reclassification Adjustments

 

2020

  

2019

 

Unrealized gains (losses) on available-for-sale securities having no credit losses:

        

Realized gains on sales of securities (a)

 $61,919  $40,075 

Income tax expense (b)

  13,003   8,415 

Total reclassification adjustments

 $48,916  $31,660 

 

(a)

These items appear within net realized investment gains (losses) and other-than-temporary impairments in the consolidated statements of operations.

(b)

(b) These items appear within federal income taxes in the consolidated statements of operations.

 

8. Allowance for Loan Losses from Mortgage Loans on Real Estate and Loans from Premium Financing

 

The allowance for possible loan losses from investments in mortgage loans on real estate and loans from premium financing is a reserve established through a provision for possible loan losses charged to expense which represents, in the Company’sCompany’s judgment, the known and inherent credit losses existing in the residential and commercial and industrial mortgage loan and premium financing loan portfolios.portfolio. The allowance, in the judgment of the Company, is necessary to reserve for estimated loan losses inherent in the residential and commercial mortgage loan and premium finance loan portfoliosportfolio and reduces the carrying value of investments in mortgage loans on real estate and premium finance loans to the estimated net realizable value on the consolidated statement of financial position.

 

While the Company utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’sCompany’s control, including the performance of the residential and commercial and industrial mortgage loan and premium finance loan portfolios,portfolio, the economy and changes in interest rates. The Company’s allowance for possible mortgage loan and premium finance loan losses consists of specific valuation allowances established for probable losses on specific loans and a portfolio reserve for probable incurred but not specifically identified loans.

 

Mortgage loans and premium finance loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the mortgage loan or premium finance loan agreement. Factors considered by the Company in determining impairment include payment status, collateral value of the real estate subject to the mortgage loan, and the probability of collecting scheduled principal and interest payments when due. Mortgage loans and premium finance loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.

 

The Company determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the mortgage loan or premium finance loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’sborrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis.

30

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2020

(Unaudited)

8. Allowance for Loan Losses from Mortgage Loans on Real Estate (continued)

 

As of September 30, 2017, $559,570of March 31, 2020, $808,028 of independent residential mortgage loans on real estate are held in escrow by a third party for the benefit of the Company.   As of September 30, 2017, $161,907March 31, 2020, $480,196 of that escrow amount is available to the Company for possible lossesas additional collateral on $4,717,541 of advances to the loan originator. The remaining March 31, 2020 escrow amount of $327,832 is available to the Company as additional collateral on its investment of $32,381,460$66,609,678 in residential mortgage loans on real estate with one loan originator.


First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

8. Allowance for Loan Losses from Mortgage Loans on Real Estate and Loans from Premium Financing(continued)

estate. In addition, the Company has an additional $349,451$503,518 allowance for possible loan losses in the remaining $70,631,555$100,271,854 of investments in mortgage loans on real estate as of September 30, 2017.March 31, 2020.

 

As of December 31, 2016, $525,0632019, $798,753 of independent residential mortgage loan balances wereloans on real estate are held in escrow by a third party for the benefit of the Company.   As of December 31, 2019, $489,965 of that escrow amount is available to the Company relatedas additional collateral on $4,436,787 of advances to the loan originator. The remaining December 31, 2019 escrow amount of $308,788 is available to the Company as additional collateral on its investment of $61,757,602 in $25,523,757 ofresidential mortgage loans on real estate with one loan originator.estate. In addition, the Company hadhas an additional $244,427$505,378 allowance for possible loan losses in the remaining $48,847,529$100,647,038 of investments in mortgage loans on real estate as of December 31, 2016.

Through June 30, 2012, FTCC financed amounts up to 80% of the premium on property and casualty insurance policies after a 20% or greater down payment was made by the policy owner. The premiums financed were collateralized by the amount of the unearned premium of the insurance policy. Policies that became delinquent were submitted for cancellation and recovery of the unearned premium, up to the amount of the loan balance, 25 days after a payment became delinquent. As of December 31, 2016 the Company established a full allowance for uncollectible receivables against the premium financing asset. In late December of 2016, the Company wrote off the asset by netting the allowance for uncollectible receivables against the premium financing asset. The Company has made no premium financing loans since June 30, 2012.2019.

 

The balances of and changes in the Company’sCompany’s credit losses related to mortgage loans on real estate and loans from premium financing as of and for the three and nine months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows (excluding $32,381,460$66,609,678 and $23,962,879$51,127,965 of mortgage loans on real estate as of September 30, 2017March 31, 2020 and 2016,2019, respectively, with one loan originator where independent mortgage loan balances are held in escrow by a third party for the benefit of the Company):

 

 

(Unaudited)

  

As of and for the Three Months Ended March 31, (Unaudited)

 
 

As of and for the Three Months Ended September 30,

  

Residential Mortgage Loans

  

Commercial Mortgage Loans

  

Total

 
 

Residential Mortgage Loans

  

Commercial and Industrial

Mortgage Loans

  

Premium Finance Loans

  

Total

  

2020

  

2019

  

2020

  

2019

  

2020

  

2019

 
 

2017

  

2016

  

2017

  

2016

  

2017

  

2016

  

2017

  

2016

 

Allowance, beginning:

 $336,180  $191,332  $9,278  $6,532  $-  $279,662  $345,458  $477,526 

Allowance, beginning

 $443,057  $374,209  $62,321  $49,957  $505,378  $424,166 

Charge offs

  -   -   -   -   -   -   -   -   -   -   -   -   -   - 

Recoveries

  -   -   -   -   -   -   -   -   -   -   -   -   -   - 

Provision

  4,121   21,690   (128)  (110)  -   -   3,993   21,580   (7,644)  31,339   5,784   1,878   (1,860)  33,217 

Allowance, ending

 $340,301  $213,022  $9,150  $6,422  $-  $279,662  $349,451  $499,106  $435,413  $405,548  $68,105  $51,835  $503,518  $457,383 
                                                        

Allowance, ending:

                                                        

Individually evaluated
for impairment

 $-  $-  $-  $-  $-  $279,662  $-  $279,662  $-  $-  $-  $-  $-  $- 

Collectively evaluated
for impairment

 $340,301  $213,022  $9,150  $6,422  $-  $-  $349,451  $219,444  $435,413  $405,548  $68,105  $51,835  $503,518  $457,383 
                                                        

Carrying Values:

                                                        

Individually evaluated
for impairment

 $-  $-  $-  $-  $-  $347,885  $-  $347,885  $-  $-  $-  $-  $-  $- 

Collectively evaluated
for impairment

 $68,810,689  $42,656,344  $1,820,866  $1,278,080  $-  $-  $70,631,555  $43,934,424  $86,718,925  $81,739,302  $13,552,929  $10,315,019  $100,271,854  $92,054,321 

 


31

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017March 31, 2020

(Unaudited)

 

8. Allowance for Loan Losses from Mortgage Loans on Real Estate and Loans from Premium Financing(continued)

 

  

(Unaudited)

 
  

As of and for the Nine Months Ended September 30,

 
  

Residential Mortgage Loans

  

Commercial and Industrial

Mortgage Loans

  

Premium Finance Loans

  

Total

 
  

2017

  

2016

  

2017

  

2016

  

2017

  

2016

  

2017

  

2016

 

Allowance, beginning:

 $238,121  $175,988  $6,306  $7,360  $-  $197,172  $244,427  $380,520 

Charge offs

  -   -   -   -   -   -   -   - 

Recoveries

  -   -   -   -   -   -   -   - 

Provision

  102,180   37,034   2,844   (938)  -   82,490   105,024   118,586 

Allowance, ending

 $340,301  $213,022  $9,150  $6,422  $-  $279,662  $349,451  $499,106 
                                 

Allowance, ending:

                                

Individually evaluated for impairment

 $-  $-  $-  $-  $-  $279,662  $-  $279,662 

Collectively evaluated for impairment

 $340,301  $213,022  $9,150  $6,422  $-  $-  $349,451  $219,444 
                                 

Carrying Values:

                                

Individually evaluated for impairment

 $-  $-  $-  $-  $-  $347,885  $-  $347,885 

Collectively evaluated for impairment

 $68,810,689  $42,656,344  $1,820,866  $1,278,080  $-  $-  $70,631,555  $43,934,424 

The Company utilizes the ratio of the carrying value of individual residential and commercial and industrial mortgage loans compared to the individual appraisal value to evaluate the credit quality of its mortgage loans on real estate (commonly referred to as the loan-to-value ratio). The Company’s residential and commercial and industrial mortgage loans on real estate by credit quality using this ratio as of September 30, 2017March 31, 2020 and December 31, 20162019 are summarized as follows:

    

Residential Mortgage Loans

  

Commercial and Industrial Mortgage Loans

  

Total Mortgage Loans

 
    

(Unaudited)

      

(Unaudited)

      

(Unaudited)

     

Loan-To-Value Ratio

 

September 30, 2017

  

December 31, 2016

  

September 30, 2017

  

December 31, 2016

  

September 30, 2017

  

December 31, 2016

 

Over 70%

to80% $19,116,003  $14,559,541  $-  $-  $19,116,003  $14,559,541 

Over 60%

to70%  35,351,370   29,738,887   -   -   35,351,370   29,738,887 

Over 50%

to60%  25,489,059   15,440,364   844,438   1,051,155   26,333,497   16,491,519 

Over 40%

to50%  13,520,426   10,399,031   -   -   13,520,426   10,399,031 

Over 30%

to40%  4,628,716   2,184,351   661,367   203,653   5,290,083   2,388,004 

Over 20%

to30%  2,287,087   467,410   170,935   -   2,458,022   467,410 

Over 10%

to20%  755,782   317,936   144,126   -   899,908   317,936 

10%

orless  43,706   8,958   -   -   43,706   8,958 

Total

   $101,192,149  $73,116,478  $1,820,866  $1,254,808  $103,013,015  $74,371,286 

  

Residential Mortgage Loans

  

Commercial Mortgage Loans

  

Total Mortgage Loans

 
  

(Unaudited)

      

(Unaudited)

      

(Unaudited)

     

Loan-To-Value Ratio

 

March 31, 2020

  

December 31, 2019

  

March 31, 2020

  

December 31, 2019

  

March 31, 2020

  

December 31, 2019

 

Over 70% to 80%

 $45,759,251  $42,607,615  $273,446  $274,954  $46,032,697  $42,882,569 

Over 60% to 70%

  50,222,292   50,158,843   1,789,787   2,320,734   52,012,079   52,479,577 

Over 50% to 60%

  28,572,276   28,939,576   2,159,117   1,318,536   30,731,393   30,258,112 

Over 40% to 50%

  13,369,016   13,160,306   2,122,389   2,142,354   15,491,405   15,302,660 

Over 30% to 40%

  8,711,066   8,023,690   1,166,313   1,800,952   9,877,379   9,824,642 

Over 20% to 30%

  3,076,206   3,806,361   2,694,374   1,235,799   5,770,580   5,042,160 

Over 10% to 20%

  2,711,189   2,677,037   3,297,865   3,308,446   6,009,054   5,985,483 

10% or less

  907,307   629,437   49,638   -   956,945   629,437 

Total

 $153,328,603  $150,002,865  $13,552,929  $12,401,775  $166,881,532  $162,404,640 

9. Coinsurance

Effective January 1, 2018, TLIC entered into an annuity coinsurance agreement with an offshore annuity and life insurance company whereby 90% of TLIC’s annuity considerations originated after December 31, 2017 were ceded to the assuming company. The assuming company contractually reimburses TLIC for the related commissions, withdrawals, settlements, interest credited, submission costs, maintenance costs, marketing costs, excise taxes and other costs plus a placement fee.

In accordance with this annuity coinsurance agreement, TLIC holds assets and recognizes a funds withheld liability for the benefit of the assuming company in an amount at least equal to the annuity reserves in accordance with U.S. statutory accounting principles generated by this ceded business with a corresponding funds withheld liability recorded. In addition, the assuming company maintains a trust related to this ceded business amounting to at least an additional 4% of assets above the required annuity reserve required under U.S. statutory accounting principles. This coinsurance agreement may be terminated for new business by either party at any time upon 30 days prior written notice to the other party.

10. Line of Credit

On November 8, 2019, the Company renewed its $1.5 million line of credit with a bank to provide working capital and funds for expansion.  The terms of the line of credit allows for advances, repayments and re-borrowings through a maturity date of September 15, 2020.  Any outstanding advances will incur interest at a variable interest rate of the prime rate set forth in the Wall Street Journal plus 1% per annum adjusting monthly based on a 360 day year with a minimum interest rate floor of 5%. No amounts were outstanding on this line of credit as of March 31, 2020 and December 31, 2019. 

 


32

 

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

 

Overview

 

First Trinity Financial Corporation (“we” “us”, “our”, “FTFC”“FTFC” or the “Company”) conducts operations as an insurance holding company emphasizing ordinary life insurance products and annuity contracts in niche markets.

 

As an insurance provider, we collect premiums in the current period to pay future benefits to our policy and contract holders. Our core TLIC and FBLIC operations include issuing modifiedmodified premium whole life insurance with a flexible premium deferred annuity, ordinary whole life, final expense, term and annuity products to predominately middle income households in the states of Alabama, Arizona, Arkansas, Colorado, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Michigan, Mississippi, Missouri, Montana, Nebraska, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, South Dakota, Tennessee, Texas, Utah, Virginia and West Virginia through independent agents.

 

We also realize revenues from our investment portfolio, which is a key component of our operations. The revenues we collect as premiums from policyholders are invested to ensure future benefit payments under the policy contracts. Life insurance companies earn profits on the investment spread, which reflects the investment income earned on the premiums paid to the insurer between the time of receipt and the time benefits are paid out under policies. Changes in interest rates, changes in economic conditions and volatility in the capital markets can all impact the amount of earnings that we realize from our investment portfolio.

 

Acquisitions, Recapitalizations and Reclassifications

 

The Company expects to facilitate growth through acquisitions of other life insurance companies and/or blocks of life insurance and annuity business. In late December 2008, the Company completed its acquisition of 100% of the outstanding stock of FLAC for $2,500,000 and had additional acquisition related expenses of $195,234.

 

In late December 2011, the Company completed its acquisition of 100% of the outstanding stock of FBLIC for $13,855,129.

 

On April 28, 2015, the Company acquired a block of life insurance policies and annuity contracts according to the terms of an assumption reinsurance agreementagreement and assumed liabilities of $3,055,916.

In 2019, FTFC’s acquisition of TAI for $250,000 was approved by the Barbados, West Indies regulators.     

Effective January 1, 2020, the Company acquired 100% of the outstanding common stock of K-TENN Insurance Company (“K-TENN”) from its sole shareholder in exchange for 168,866 shares of FTFC’s common stock. The aggregate purchase price of K-TENN was $1,746,240.

On October 2, 2019, at the Company Annual Shareholders’ Meeting, FTFC’s shareholders approved the following proposals subject to regulatory approval and adoption by FTFC’s Board of Directors:

1.

An amendment and restatement of FTFC’s Certificate of Incorporation to authorize 40,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock and to establish the relative rights, preferences and privileges of, and the restrictions and limitations on, the Class A common Stock and the Class B common stock.

2.

An amendment and restatement of FTFC’s Certificate of Incorporation to automatically reclassify each issued and outstanding share of our existing common stock as one (1) share of Class A common stock or, at the shareholder’s election, into one (1) share of new Class B common stock.

These proposals received Form A regulatory approval from the OID on February 27, 2020 and the Missouri Department of Commerce and Insurance on December 31, 2019. These proposals have been fully implemented after formal adoption by FTFC’s Board of Directors on March 12, 2020. Effective March 12, 2020, FTFC’s Class B shareholders are entitled to elect a majority of FTFC’s Board of Directors (one-half plus one) but will only receive, compared to FTFC’s Class A shareholders, 85% of cash dividends, stock dividends or amounts due upon any FTFC merger, sale or liquidation event.

33

FTFC’s Class B shareholders may also convert one share of FTFC’s Class B common stock for a .85 share of FTFC’s Class A common stock. FTFC’s Class A shareholders will elect the remaining Board of Directors members and will receive 100% of cash dividends, stock dividends or amounts due upon any Company merger, sale or liquidation event.

 

Our profitability in the life insurance and annuity segments is a function of our ability to accurately price the policies that we write, adequately value life insurance business acquired, administer life insurance company acquisitions at an expense level that validates the acquisition cost and invest the premiums and annuity considerations in assets that earn investment income with a positive spread.

 

Critical Accounting Policies and Estimates 

 

The discussion and analysis of our financial condition, results of operations and liquidity and capital resources is based on our consolidated financial statements that have been prepared in accordance withwith U.S. GAAP. Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. We evaluate our estimates and assumptions continually, including those related to investments, deferred acquisition costs, allowance for loan losses from mortgages, value of insurance business acquired, policy liabilities, regulatory requirements, contingencies and litigation. We base our estimates on historical experience and on various other factors and assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.


 

For a description of the Company’sCompany’s critical accounting policies and estimates, please refer to “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2019.  The Company considers its most critical accounting estimates to be those applied to investments in fixed maturity and equitymaturities securities, mortgage loans on real estate, deferred policy acquisition costs, value of insurance business acquired and future policy benefits. There have been no material changes to the Company’s critical accounting policies and estimates since December 31, 2016.2019.

Recent Accounting Pronouncements

 

Revenue from Contracts with CustomersLeases

In May 2014, the FASB issued updated guidance to clarify the principles for recognizing revenue. While insurance contracts are not within the scope of this updated guidance, the Company's fee income related to providing services will be subject to this updated guidance. The updated guidance requires an entity to recognize revenue as performance obligations are met, in order to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration the entity is entitled to receive for those goods or services. The following steps are applied in the updated guidance: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when, or as, the entity satisfies a performance obligation.

In July 2015, the FASB deferred the effective date of the updated guidance on revenue recognitionby one year to the quarter ending March 31, 2018.  The adoption of this guidance is not expected to have a material effect on the Company’s result of operations, financial position or liquidity.

Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern

In August 2014, the FASB issued guidance to address the diversity in practice in determining when there is substantial doubt about an entity's ability to continue as a going concern and when an entity must disclose certain relevant conditions and events. The new guidance requires an entity to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). The new guidance allows the entity to consider the mitigating effects of management's plans that will alleviate the substantial doubt and requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans.

If conditions or events raise substantial doubt that is not alleviated, an entity should disclose that there is substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued), along with the principal conditions or events that raise substantial doubt, management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet its obligations and management's plans that are intended to mitigate those conditions. The guidance is effective for annual periods ending after December 15, 2016, and interim and annual periods thereafter. The adoption of this guidance did not have a material effect on the Company's results of operations, financial position or liquidity since there are no uncertainties about the Company’s ability to continue as a going concern.

Recognition and Measurement of Financial Assets and Financial Liabilities

In January 2016, the FASB issued updated guidance regarding financial instruments. This guidance intends to enhance reporting for financial instruments and addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The significant amendments in this update generally require equity investments to be measured at fair value with changes in fair value recognized in net income, require the use of an exit price notion when measuring the fair value of financial instruments for disclosure purposes and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. This guidance also intends to enhance the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments.


This guidance is effective for fiscal years beginning after December 15, 2017. The recognition and measurement provisions of this guidance will be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption and early adoption is not permitted. The Company is evaluating this guidance but expects the primary impact will be the recognition of unrealized gains and losses on available-for-sale equity securities in net income. Currently, all unrealized gains and losses on available-for-sale equity securities are recognized in other comprehensive income (loss). The effect of the adoption of this guidance on the Company’s results of operations, financial position and liquidity is primarily dependent on the fair value of the available-for-sale equity securities in future periods, the existence of a deferred tax asset related to available-for-sale securities in future periods and the economic conditions at the time of that future adoption.

Leases

In February 2016, the FASB issued updated guidance regarding leases that generally requires the lessee and lessor(Accounting Standards Update 2016-02) to recognize lease assets and lease liabilities on the statement of financial position. A lessee should recognize on the statement of financial position a liability to make lease payments and an asset representing its right-to-use the underlying assets for the lease term. Optional payments to extend the lease or purchase the underlying leased asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise the option(s).

If the lease has a term of 12 months or less, a lessee can make an election to recognize lease expenses for such leases on a straight-line basis over the lease term. There is a differentiation between finance leases and operating leases for the lessee in the statements of operations and cash flows. Finance leases recognize interest on the lease liability separately from the right-to-use the asset whereas an operating lease recognizes a single lease cost allocated over the lease term on a generally straight-line basis. All cash payments are within operating activities in the statement of cash flows except finance leases classify repayments of the principal portion of the lease liability within financing activities.

The accounting applied by the lessor is largely unchanged from that applied under previous U.S. GAAP. Key aspects of the lessor accounting model, however, were aligned with the revenue recognition guidance of Codification Topic 606. The previous accounting model for leverage leases continues to apply only to those leveraged leases that commenced before the effective date of Codification Update 2016-02 Leases (Topic 842).

Entities will generally continue to account for leases that commenced before the effective date of this update in accordance with previous U.S. GAAP unless the lease is modified. Lessees are requiredrequire lessees to recognize a right-of-use asset and a lease liability for allleases with terms of more than 12 months. The updated guidance retains the two classifications of a lease as either an operating leases at each reporting dateor finance lease (previously referred to as a capital lease). Both lease classifications require the lessee to record the right-of-use asset and the lease liability based onupon the present value of cash flows. Finance leases will reflect the remaining minimal rental payments that were tracked and disclosed under previous U.S. GAAP.financial arrangement by recognizing interest expense on the lease liability separately from the amortization expense of the right-of-use asset. Operating leases will recognize lease expense (with no separate recognition of interest expense) on a straight-line basis over the term of the lease. The accounting by lessors is not significantly changed by the updated guidance. The updated guidance is to be applied using a modified retrospective approach effective for annualrequires expanded qualitative and interim periods beginning after December 15, 2018. Early adoption is permitted.  The adoption of this guidance is not expected to have a material effect onquantitative disclosures, including additional information about the Company’s results of operations,amounts recorded in the financial position or liquidity.

Investments — Equity Method and Joint Ventures:  Simplifying the Transition to the Equity Method of Accountingstatements.

 

In March 2016,July 2018, the FASB issuedamended the updated guidance that eliminates the requirement to retroactively apply the equity method of accounting when an investmenton leases that was previously accounted for using anotherissued in February 2016 (Accounting Standards Update 2018-11) and provided an additional transition method with which to adopt the updated guidance. Under the additional transition method, entities may elect to recognize a cumulative-effect adjustment to the opening balance of accounting becomes qualified to apply the equity method due to an increaseretained earnings in the levelyear of ownership interest or degree of influence.  If the investment was previously accounted for asadoption

Consequently, if this transition method is elected, an available-for-sale security, any related unrealized gain or loss in accumulated other comprehensive income at the date the investment becomes qualifiedentity’s reporting for the equity method is recognized through earnings.comparative periods prior to adoption presented in the financial statements would continue to be in accordance with current lease guidance. The amendments also provide lessors with a practical expedient to combine non-lease components (e.g., a fee for common area maintenance when leasing office space) with the associated lease component rather than accounting for those components separately if certain criteria are met. The updated guidance requires entities to recognize a right-of-use asset and lease liability equal to the present value of lease payments for all leases other than those that are less than one year. The updated guidance, as amended, is effective for reporting periods beginning after December 15, 2016,2018.

34

In December 2018, the FASB issued additional guidance (Accounting Standards Update 2018-20) that permits an accounting policy election for lessors to not evaluate whether certain sales taxes and isother similar taxes are lessor costs or lessee costs. A lessor making this election will exclude from the consideration in the contract and from variable payments not included in the consideration of the contract all collections from lessees of certain sales taxes and other similar taxes and to be applied prospectively. Early adoption was permitted.provide certain disclosures.

The Company adopted this guidance in first quarter 2019. The adoption of this guidance in 2019 did not have a material effect on the Company’s results of operations, financial position or liquidity.

Derivatives and Hedging:  Contingent Put and Call Options in Debt Instruments

In March 2016, the FASB issued updated guidance clarifying that when a call (put) option in a debt instrument is contingently exercisable, the event that triggers the ability to exercise the option is considered to be clearly and closely related to the debt instrument (i.e., the economic characteristics and risks of the option are related to interest rates or credit risks) and the entity does not have to assess whether the option should be accounted for separately.


The updated guidance is effective for reporting periods beginning after December 15, 2016. Early adoption was permitted. The adoption of this guidance did not have a material effect on the Company’s results of operations, financial position or liquidity.

Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued updated guidance (Accounting Standards Update 2016-13) for the accounting for credit losses for financial instruments. The updated guidance applies a new credit loss model (current expected credit losses or CECL) for determining credit-related impairments for financial instruments measured at amortized cost (e.g. reinsurance amounts recoverable)recoverables, including structured settlements that are recorded as part of reinsurance recoverables) and requires an entity to estimate the credit losses expected over the life of an exposure or pool of exposures. The estimate of expected credit losses should consider historical information, current information, as well as reasonable and supportable forecasts, including estimates of prepayments. The expected credit losses, and subsequent adjustments to such losses, will be recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the financial asset presented on the consolidated balance sheet at the amount expected to be collected.

 

The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’ssecurity’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists.

 

The updated guidance iswas effective for reporting periods beginning after December 15, 2019. As a Smaller Reporting Company, the effective date was recently changed and the delayed effective date is now for reporting periods beginning after December 15, 2022. Early adoption is permitted for reporting periods beginning after December 15, 2018. Based on the financial instruments currently held by the Company, there would not be a material effect on the Company’s results of operations, financial position or liquidity if the new guidance were able to behad been adopted in the current accounting period. The impact on the Company’s results of operations, financial position or liquidity at the date of adoption of the updated guidance will be determined by the financial instruments held by the Company and the economic conditions at that time.

Intangibles - Goodwill and Other

In January 2017, the FASB issued updated guidance (Accounting Standards Update 2017-04) that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge by comparing a reporting unit’s fair value with its carrying amount and recognizing an impairment charge for the excess of the carrying amount over estimated fair value (i.e., Step 1 of current guidance).

 

StatementThe implied fair value of Cash Flows – Classificationgoodwill is currently determined in Step 2 by deducting the fair value of Certain Cash Receiptsall assets and Cash Paymentsliabilities of the reporting unit (determined in the same manner as a business combination) from the reporting unit’s fair value as determined in Step 1 (including any corporate-level assets or liabilities that were included in the determination of the carrying amount and fair value of the reporting unit in Step 1). The updated guidance requires an entity to perform its annual, or interim, impairment test by either: (1) an initial qualitative assessment of factors (such as changes in management, key personnel, strategy, key technology or customers) that may impact a reporting unit’s fair value and lead to the determination that it is more likely than not that the reporting unit’s fair value is less than its carrying value, including goodwill (consistent with current guidance), or (2) applying Step 1.

The Company adopted this guidance in first quarter 2020. The adoption of this guidance in 2020 did not have a material effect on the Company’s results of operations, financial position or liquidity.

35

Targeted Improvements to the Accounting for Long-Duration Contracts

 

In August 2016,2018, the FASB issued specificupdated guidance (Accounting Standards Update 2018-12) to the existing recognition, measurement, presentation and disclosure requirements for long-duration contracts issued by an insurance entity. This update improves the timeliness of recognizing changes in the liability for future policy benefits, modifies the rate used to discount future cash flows, simplifies and improves accounting for certain market-based options or guarantees associated with deposit (i.e., account balance) contracts, simplifies the amortization of deferred acquisitions costs and expands required disclosures. The expanded disclosure requires an insurance entity to provide disaggregated roll forwards of beginning to ending balances of the following: liability for future policy benefits, policyholder account balances, market risk benefits, separate account liabilities and deferred acquisition costs including disclosure about, changes to and effect of changes for significant inputs, judgments, assumptions and methods used in measurements.

The updated guidance was effective for reporting periods beginning after December 15, 2020. As a Smaller Reporting Company, the effective date was recently changed and the delayed effective date is now for reporting periods beginning after December 15, 2023. Early adoption is permitted. With respect to the liability for future policyholder benefits for traditional and limited-payment contracts and deferred acquisition costs, an insurance entity may elect to apply the amendments retrospectively as of the beginning of the earliest period presented.

With respect to the market risk benefits, an insurance entity should apply the amendments retrospectively as of the beginning of the earliest period presented. The Company expects that the impact on the Company’s results of operations, financial position and liquidity at the date of adoption of the updated guidance in 2024 will be determined by the long-duration contracts then held by the Company and the economic conditions at that time.

Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement

In August 2018, the FASB issued amendments (Accounting Standards Update 2018-13) to modify the disclosure requirements related to fair value measurements including the consideration of costs and benefits of producing the modified disclosures. The Company adopted this guidance in first quarter 2020. The adoption of this guidance in 2020 did not have a material effect on the Company’s results of operations, financial position or liquidity.

Income Taxes - Simplifying the Accounting for Income Taxes


In December 2019, the FASB issued updated guidance (Accounting Standards Update 2019-12) for the accounting for income taxes. The updated guidance is intended to simplify the accounting for income taxes by removing several exceptions contained in existing guidance and amending other existing guidance to reduce the existing diversity in practice in how eight specific cash flow issues of certain cash receipts and cash payments are presented and classified in the statement of cash flows.simplify several other income tax accounting matters. The updated guidance is effective for annual and interim periods beginning after December 15, 2017, and is to be applied retrospectively.the quarter ending March 31, 2021. Early adoption is permitted. The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

Consolidation – Interests Held through Related Parties that Are Under Common Control

In October 2016, the FASB issued further guidance that makes targeted amendments to consolidation accounting. This update changes how a reporting entity that is the primary beneficiary of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The updated guidance is effective for annual and interim periods beginning after December 15, 2016, and is to be applied retrospectively. Early adoption was permitted.  The adoption of this guidance did not have a material effect on the Company’s results of operations, financial position or liquidity.

Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments

In November 2016, the FASB issued specific guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents when there are transfers between cash, cash equivalents and restricted cash or restricted cash equivalents and when there are direct cash receipts into restricted cash or restricted cash equivalents or direct cash payments made from restricted cash or restricted cash equivalents. The updated guidance is effective for annual and interim periods beginning after December 15, 2017, and is to be applied retrospectively. Early adoption is permitted.  The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.


Business Combinations – Clarifying the Definition of a Business

In January 2017, the FASB issued guidance to clarify the definition of a business to assist reporting entities in evaluating whether transactions should be accounted for as an acquisition or disposal of assets or businesses. This update provides a screen to determine when an integrated set of assets or activities is not a business and the requirements to be met to be considered a business.

The updated guidance is effective for annual and interim periods beginning after December 15, 2017, and is to be applied retrospectively. Early adoption is permitted in certain situations.  The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

Intangibles – Goodwill and Other - Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued guidance to modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. Reporting entities will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The updated guidance is effective for annual and interim periods beginning after December 15, 2017, and is to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.  The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

Compensation — Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

In March 2017, the FASB issued updated guidance to improve the presentation of net periodic pension cost and net periodic post retirement cost (net benefit costs). Net benefit costs comprise several components that reflect different aspects of an employer’s financial arrangements as well as the cost of benefits provided to employees.  The update requires that the employer service cost component be reported in the same lines as other employee compensation cost and that the other components (non-service costs) be presented separately from the service cost and outside of a subtotal of income from operations if one is presented.  The update also allows only the service cost component to be eligible for capitalization in assets when applicable.

The updated guidance is effective for reporting periods beginning after December 15, 2017. The update is to be applied retrospectively with respect to the presentation of service cost and non-service cost and prospectively with respect to applying the service cost only eligible for capitalization in assets guidance. Early adoption is permitted as of the first interim period of an annual period if an entity issues interim financial statements. This pronouncement will not impact the Company since it does not have any pension or postretirement benefit plans and has no intention to adopt such plans.

Compensation — Stock Compensation: Scope of Modification Accounting

In May 2017, the FASB issued updated guidance related to a change to the terms or conditions (modification) of a share-based payment award.  The updated guidance provides that an entity should account for the effects of a modification unless the fair value and vesting conditions of the modified award and the classification of the modified award (equity or liability instrument) are the same as the original award immediately before the modification.

The updated guidance is effective for the quarter ending March 31, 2018.  The update is to be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted in any interim periods for which financial statements have not yet been made available for issuance. The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.


 

Business Segments

 

FASB guidance requires a "management approach" in the presentation of business segments based on how management internally evaluates the operating performance of business units. The discussion of segment operating results that follows is being provided based on segment data prepared in accordance with this methodology.

 

Our business segments are as follows:

 

 

Life insurance operations, consisting of the life insurance operations of TLIC and FBLIC;

 

Annuity operations, consisting of the annuity operations of TLIC and FBLIC and

 

Corporate operations, which includes the results of the parent company and FTCC after the elimination of intercompany amounts.

 

Please see below and Note 4 to the Consolidated Financial Statements for the three and nine months ended September 30, 2017March 31, 2020 and 20162019 and as of September 30, 2017March 31, 2020 and December 31, 20162019 for additional information regarding segment information.

 

The following is a discussion and analysis of our financial condition, results of operations and liquidity and capital resources.

 

36

FINANCIAL HIGHLIGHTS

 

Consolidated Condensed Results of Operations for the Three Months Ended September March 31, 2030, 201720 and 20169

 

  

(Unaudited)

     
  

Three Months Ended September 30,

  

Amount Change

 
  

2017

  

2016

  

2017 less 2016

 

Premiums

 $4,058,629  $3,197,228  $861,401 

Net investment income

  4,631,892   3,303,980   1,327,912 

Net realized investment gains (losses)

  (3,486)  160,308   (163,794)

Other income

  25,249   10,053   15,196 

Total revenues

  8,712,284   6,671,569   2,040,715 

Benefits and claims

  5,150,753   4,280,477   870,276 

Expenses

  2,023,762   1,804,220   219,542 

Total benefits, claims and expenses

  7,174,515   6,084,697   1,089,818 

Income before federal income tax expense

  1,537,769   586,872   950,897 

Federal income tax expense

  293,117   88,286   204,831 

Net income

 $1,244,652  $498,586  $746,066 

Net income per common share basic and diluted

 $0.16  $0.06  $0.10 


Consolidated Condensed Results of Operations for the Nine Months Ended September 30, 2017 and 2016

  

(Unaudited)

     
  

Nine Months Ended September 30,

  

Amount Change

 
  

2017

  

2016

  

2017 less 2016

 

Premiums

 $11,560,664  $9,426,803  $2,133,861 

Net investment income

  12,296,827   9,922,817   2,374,010 

Net realized investment gains

  254,108   307,250   (53,142)

Loss on other-than-temporary impairment

  (224,250)  -   (224,250)

Other income

  92,376   25,259   67,117 

Total revenues

  23,979,725   19,682,129   4,297,596 

Benefits and claims

  14,926,638   12,709,885   2,216,753 

Expenses

  6,476,727   5,634,579   842,148 

Total benefits, claims and expenses

  21,403,365   18,344,464   3,058,901 

Income before federal income tax expense

  2,576,360   1,337,665   1,238,695 

Federal income tax expense

  520,186   205,667   314,519 

Net income

 $2,056,174  $1,131,998  $924,176 

Net income per common share basic and diluted

 $0.26  $0.15  $0.11 

  

(Unaudited)

     
  

Three Months Ended March 31,

  

Amount Change

 
  

2020

  

2019

  

2020 less 2019

 

Premiums

 $6,365,876  $5,530,806  $835,070 

Net investment income

  6,269,843   5,573,456   696,387 

Net realized investment gains

  23,502   53,720   (30,218)

Service fees

  10,871   427,734   (416,863)

Other income

  13,414   38,984   (25,570)

Total revenues

  12,683,506   11,624,700   1,058,806 

Benefits and claims

  7,809,207   6,754,128   1,055,079 

Expenses

  3,857,915   3,068,480   789,435 

Total benefits, claims and expenses

  11,667,122   9,822,608   1,844,514 

Income before federal income tax expense

  1,016,384   1,802,092   (785,708)

Federal income tax expense

  227,128   379,896   (152,768)

Net income

 $789,256  $1,422,196  $(632,940)

Net income per common share basic and duluted

            

Class A common stock

 $0.0992  $0.1823  $(0.0831)

Class B common stock

 $0.0843  $-  $0.0843 

 

Consolidated Condensed Financial Position as of September March 31, 2030, 201720 and December 31, 20169

 

 

(Unaudited)

      

Amount Change

  

(Unaudited)

      

Amount Change

 
 

September 30, 2017

  

December 31, 2016

  

2017 less 2016

  

March 31, 2020

  

December 31, 2019

  2020 to 2019 
                        
                        

Investment assets

 $313,384,648  $255,214,510  $58,170,138  $408,698,391  $419,242,515  $(10,544,124)

Assets held in trust under coinsurance agreement

  100,291,192   105,089,240   (4,798,048)

Other assets

  73,171,973   78,038,103   (4,866,130)  82,542,014   80,604,619   1,937,395 

Total assets

 $386,556,621  $333,252,613  $53,304,008  $591,531,597  $604,936,374  $(13,404,777)
                        

Policy liabilities

 $341,248,785  $290,680,384  $50,568,401  $431,230,331  $429,631,596  $1,598,735 

Funds withheld under coinsurance agreement

  101,038,693   105,638,974   (4,600,281)

Deferred federal income taxes

  2,071,174   693,470   1,377,704   3,752,091   6,345,918   (2,593,827)

Other liabilities

  1,395,790   5,598,484   (4,202,694)  5,993,680   5,901,624   92,056 

Total liabilities

  344,715,749   296,972,338   47,743,411   542,014,795   547,518,112   (5,503,317)

Shareholders' equity

  41,840,872   36,280,275   5,560,597   49,516,802   57,418,262   (7,901,460)

Total liabilities and shareholders' equity

 $386,556,621  $333,252,613  $53,304,008  $591,531,597  $604,936,374  $(13,404,777)
                        

Shareholders' equity per common share

 $5.36  $4.65  $0.71             

Class A common stock

 $6.2254  $7.3589  $(1.1335)

Class B common stock

 $5.2916  $-  $5.2916 

37

 

Results of Operations – Three Months Ended September 30, 2017March 31, 2020 and 20162019

 

Revenues

 

Our primary sources of revenue are life insurance premium income and investment income. Premium payments are classified as first-year, renewal and single. In addition, realized gains and losses on investment holdings can significantly impact revenues from period to period.period.


 

Our revenues for the three months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

 

(Unaudited)

      

(Unaudited)

     
 

Three Months Ended September 30,

  

Amount Change

  

Three Months Ended March 31,

  

Amount Change

 
 

2017

  

2016

  

2017 less 2016

  

2020

  

2019

  

2020 less 2019

 

Premiums

 $4,058,629  $3,197,228  $861,401  $6,365,876  $5,530,806  $835,070 

Net investment income

  4,631,892   3,303,980   1,327,912   6,269,843   5,573,456   696,387 

Net realized investment gains (losses)

  (3,486)  160,308   (163,794)

Net realized investment gains

  23,502   53,720   (30,218)

Service fees

  10,871   427,734   (416,863)

Other income

  25,249   10,053   15,196   13,414   38,984   (25,570)

Total revenues

 $8,712,284  $6,671,569  $2,040,715  $12,683,506  $11,624,700  $1,058,806 

 

The $2,040,715$1,058,806 increase in total revenues for the three months ended September 30, 2017March 31, 2020 is discussed below.

Premiums

 

Our premiums for the three months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

 

(Unaudited)

      

(Unaudited)

     
 

Three Months Ended September 30,

  

Amount Change

  

Three Months Ended March 31,

  

Amount Change

 
 

2017

  

2016

  

2017 less 2016

  

2020

  

2019

  

2020 less 2019

 

Whole life and term first year

 $43,122  $44,599  $(1,477)

Whole life and term renewal

  557,335   588,416   (31,081)

Ordinary life first year

 $437,246  $344,885  $92,361 

Ordinary life renewal

  739,559   575,496   164,063 

Final expense first year

  1,215,515   920,613   294,902   1,199,052   1,164,306   34,746 

Final expense renewal

  2,242,657   1,643,600   599,057   3,990,019   3,318,628   671,391 

Supplementary contracts with life contingencies

  -   127,491   (127,491)

Total premiums

 $4,058,629  $3,197,228  $861,401  $6,365,876  $5,530,806  $835,070 

 

The $861,401$835,070 increase in premiums for the three months ended September 30, 2017March 31, 2020 is primarily due to a $599,057$671,391 increase in final expense renewal premiums and a $294,902$164,063 increase in final expense first yearordinary life renewal premiums. The increase in final expense first year premiums represents management’s focus on expanding final expense production by contracting new, independent agents in expanded locations.

The increase in final expense renewal premiums reflects the persistency of prior years’ final expense production. Our marketing efforts are focused on final expense and annuity production.


Net Investment Income

The major components of our net investment income for the three months ended September 30, 2017 and 2016 are summarized as follows:

  

(Unaudited)

     
  

Three Months Ended September 30,

  

Amount Change

 
  

2017

  

2016

  

2017 less 2016

 

Fixed maturity securities

 $1,731,931  $1,435,041  $296,890 

Equity securities

  4,382   6,728   (2,346)

Other long-term investments

  967,959   687,042   280,917 

Mortgage loans

  2,379,176   1,417,445   961,731 

Policy loans

  28,640   27,348   1,292 

Real estate

  93,943   62,391   31,552 

Short-term and other investments

  72,935   56,806   16,129 

Gross investment income

  5,278,966   3,692,801   1,586,165 

Investment expenses

  (647,074)  (388,821)  258,253 

Net investment income

 $4,631,892  $3,303,980  $1,327,912 

The $1,586,165 increase in gross investment income for the three months ended September 30, 2017 isordinary life renewal premiums primarily due to increases in investments in mortgage loans, fixed maturity securities and other long-term investments. In the twelve months since September 30, 2016, we had increased investments in mortgage loans of $35.1 million, fixed maturity securities of $13.5 million and other long-term investments of $16.0 million.

The $258,253 increase in investment expenses for the three months ended September 30, 2017 is primarily related to increased production of investments in mortgage loans on real estate including the costs of the Company’s mortgage loan department that are fully assigned to investment expenses beginning in 2017.

Net Realized Investment Gains (Losses)

Our net realized investment gains (losses) result from sales of fixed maturity and equity securities available-for-sale, early payoff of acquired mortgage loans on real estate, sales of investment real estate and sales of other long-term investments.

Our net realized investment gains (losses) for the three months ended September 30, 2017 and 2016 are summarized as follows:

  

(Unaudited)

     
  

Three Months Ended September 30,

  

Amount Change

 
  

2017

  

2016

  

2017 less 2016

 

Fixed maturity securities available-for-sale:

            

Sale proceeds

 $4,536,924  $7,368,724  $(2,831,800)

Amortized cost at sale date

  4,540,410   7,161,834   (2,621,424)

Net realized gains (losses)

 $(3,486) $206,890  $(210,376)

Mortgage loans on real estate:

            

Payments and early payoffs of mortgage loans

 $5,405,626  $7,655,905  $(2,250,279)

Principal collections

  5,405,626   7,702,487   (2,296,861)

Net realized (losses)

 $-  $(46,582) $46,582 

Net realized investment gains (losses)

 $(3,486) $160,308  $(163,794)


Total Benefits, Claims and Expenses

Our benefits, claims and expenses are primarily generated from benefit payments, surrenders, interest credited to policyholders, change in reserves, commissions and other underwriting, insurance and acquisition expenses. Benefit payments can significantly impact expenses from period to period.

Our benefits, claims and expenses for the three months ended September 30, 2017 and 2016 are summarized as follows:

  

(Unaudited)

     
  

Three Months Ended September 30,

  

Amount Change

 
  

2017

  

2016

  

2017 less 2016

 

Benefits and claims

            

Increase in future policy benefits

 $1,291,943  $1,357,212  $(65,269)

Death benefits

  1,310,697   881,928   428,769 

Surrenders

  186,202   205,356   (19,154)

Interest credited to policyholders

  2,293,419   1,754,941   538,478 

Dividend, endowment and supplementary life contract benefits

  68,492   81,040   (12,548)

Total benefits and claims

  5,150,753   4,280,477   870,276 

Expenses

            

Policy acquisition costs deferred

  (2,369,432)  (2,023,246)  (346,186)

Amortization of deferred policy acquisition costs

  890,135   536,901   353,234 

Amortization of value of insurance business acquired

  88,625   91,966   (3,341)

Commissions

  2,051,910   1,954,586   97,324 

Other underwriting, insurance and acquisition expenses

  1,362,524   1,244,013   118,511 

Total expenses

  2,023,762   1,804,220   219,542 

Total benefits, claims and expenses

 $7,174,515  $6,084,697  $1,089,818 

The $1,089,818 increase in total benefits, claims and expenses for the three months ended September 30, 2017 is discussed below.

Benefits and Claims

The $870,276 increase in benefits and claims for the three months ended September 30, 2017 is primarily due to the following:

$538,478 increase in interest credited to policyholders is primarily due to an increase of approximately $67,100,000 in the amount of policyholders’ account balances in the consolidated statement of financial position (increased deposits and interest credited in excess of withdrawals) since September 30, 2016.

$428,769 increase in death benefits is primarily related to an increase in the settlement of whole life and term policy claims of approximately $113,000, final expense claims of approximately $223,000 and a decrease in ceded claims of approximately $96,000.

Deferral and Amortization of Deferred Acquisition Costs

Certain costs related to the successful acquisition of traditionalreflects ordinary life insurance policies are capitalized and amortized oversold in the premium-paying period ofinternational market that the policies. Certain costs related to the successful acquisition of insurance and annuity policies that subject us to mortality or morbidity risk over a period that extends beyond the period or periodsCompany started assuming in which premiums are collected and that have terms that are fixed and guaranteed (i.e., limited-payment long-duration annuity contracts) are capitalized and amortized in relation to the present value of actual and expected gross profits on the policies.


These acquisition costs, which are referred to as deferred policy acquisition costs, include commissions and other successful costs of acquiring life insurance, which vary with, and are primarily related to, the successful production of new and renewal insurance and annuity contracts.fourth quarter 2018.

 

For the three months ended September 30, 2017 and 2016, capitalized costs were $2,369,432 and $2,023,246, respectively. Amortization of deferred policy acquisition costs for the three months ended September 30, 2017 and 2016 were $890,135 and $536,901, respectively.

The $346,186 increase in the 2017 acquisition costs deferred primarily relates to increased final expense production by appointed agents based upon expansion into additional states and recruiting of additional agents. The $353,234 increase in the 2017 third quarter amortization of deferred acquisition costs is primarily due to an increased number and amount of final expense policies in force, lapsation of ordinary life policies and annuity contracts with increased death benefits and annuity withdrawals.

Amortization of Value of Insurance Business Acquired

The cost of acquiring insurance business is amortized over the emerging profit of the related policies using the same assumptions that were used in computing liabilities for future policy benefits. Amortization of the value of insurance business acquired was $88,625 and $91,966 for the three months ended September 30, 2017 and 2016, respectively.

Commissions

Our commissions for the three months ended September 30, 2017 and 2016 are summarized as follows:

  

(Unaudited)

     
  

Three Months Ended September 30,

  

Amount Change

 
  

2017

  

2016

  

2017 less 2016

 

Annuity

 $325,415  $652,377  $(326,962)

Whole life and term first year

  37,637   30,368   7,269 

Whole life and term renewal

  19,890   24,033   (4,143)

Final expense first year

  1,453,356   1,098,269   355,087 

Final expense renewal

  215,612   149,539   66,073 

Total commissions

 $2,051,910  $1,954,586  $97,324 

The $97,324 increase in commissions for the three months ended September 30, 2017 is primarily due to a $355,087 increase in final expense first year commissions that corresponds to the $294,902 increase in final expense first year premiums and a $66,073 increase in final expense renewal commissions that corresponds to the $599,057 increase in final expense renewal premiums that was offset by a $326,962 decrease in annuity commissions that corresponds to a $9,417,188 decrease in policyholders’ account deposits for the three months ended September 30, 2017 compared to the corresponding period in 2016.

Other Underwriting, Insurance and Acquisition Expenses

The $118,511 increase in other underwriting, insurance and acquisition expenses for the three months ended September 30, 2017 was primarily related to increased third party administration fees primarily related to the increased number of policies in force and increased service requests, increased legal fees, increased salaries and benefits due to increased staffing levels and increased salary that exceeded the costs of the Company’s mortgage loan department that are fully assigned to investment expenses beginning in 2017 and no bad debts recorded in 2017 for FTCC.


Federal Income Taxes

FTFC files a consolidated federal income tax return with FTCC but does not file a consolidated tax return with TLIC or FBLIC. TLIC and FBLIC are taxed as life insurance companies under the provisions of the Internal Revenue Code. Life insurance companies must file separate tax returns until they have been a member of the consolidated filing group for five years. We continue to file consolidated life insurance company federal tax returns for TLIC and FBLIC. Certain items included in income reported for financial statement purposes are not included in taxable income for the current period, resulting in deferred income taxes.

For the three months ended September 30, 2017 and 2016, current income tax expense (benefit) was ($1,320) and $4,472, respectively. Deferred federal income tax expense was $294,437 and $83,814 for the three months ended September 30, 2017 and 2016, respectively. The increase in deferred income taxes for the three months ended September 30, 2017 is primarily due to faster growth in deferred policy acquisition costs on the U.S. GAAP statement of financial position compared to the tax-basis balance sheet.

Net Income Per Common Share Basic and Diluted

Net income was $1,244,652 ($0.16 per common share basic and diluted) and $498,586 ($0.06 per common share basic and diluted) for the three months ended September 30, 2017 and 2016, respectively.

Net income per common share basic and diluted is calculated using the weighted average number of common shares outstanding and subscribed during the year. The weighted average outstanding and subscribed common shares basic and diluted were 7,802,593 for both the three months ended September 30, 2017 and 2016.

Business Segments

The Company has a life insurance segment, consisting of the life insurance operations of TLIC and FBLIC, an annuity segment, consisting of the annuity operations of TLIC and FBLIC and a corporate segment. Results for the parent company and the operations of FTCC, after elimination of intercompany amounts, are allocated to the corporate segment.

The revenues and income before federal income taxes from our business segments for the three months ended September 30, 2017 and 2016 are summarized as follows:

  

(Unaudited)

     
  

Three Months Ended September 30,

  

Amount Change

 
  

2017

  

2016

  

2017 less 2016

 

Revenues:

            

Life insurance operations

 $4,723,138  $3,720,401  $1,002,737 

Annuity operations

  3,903,408   2,802,934   1,100,474 

Corporate operations

  85,738   148,234   (62,496)

Total

 $8,712,284  $6,671,569  $2,040,715 

Income before income taxes:

            

Life insurance operations

 $345,522  $35,230  $310,292 

Annuity operations

  1,141,492   436,051   705,441 

Corporate operations

  50,755   115,591   (64,836)

Total

 $1,537,769  $586,872  $950,897 


Life Insurance Operations

The $1,002,737 increase in revenues from Life Insurance Operations for the three months ended September 30, 2017 is primarily due to the following:

$861,401 increase in premiums

$174,789 increase in net investment income

$5,935 decrease in other income

$27,518 decrease in net realized investment gains

The $310,292 increased profitability from Life Insurance Operations for the three months ended September 30, 2017 is primarily due to the following:

$861,401 increase in premiums

$401,057 increase in policy acquisition costs deferred net of amortization

$174,789 increase in net investment income

$65,269 decrease in future policy benefits

$19,154 decrease in surrenders

$12,548 decrease in dividend, endowment and supplementary life contract benefits

$1,671 decrease in amortization of value of insurance business acquired

$5,935 decrease in other income

$27,518 decrease in net realized investment gains

$339,089 increase in other underwriting, insurance and acquisition expenses

$424,286 increase in commissions

$428,769 increase in death benefits

Annuity Operations

The $1,100,474 increase in revenues from Annuity Operations for the three months ended September 30, 2017 is due to the following:

$1,236,750 increase in net investment income

$136,276 decrease in net realized investment gains

The $705,441 increased profitability from Annuity Operations for the three months ended September 30, 2017 is due to the following:

$1,236,750 increase in net investment income

$326,962 decrease in commissions


$222,918 decrease in other underwriting, insurance and acquisition expenses

$1,670 decrease in amortization of value of insurance business acquired

$136,276 decrease in net realized investment gains

$408,105 decrease in policy acquisition costs deferred net of amortization

$538,478 increase in interest credited to policyholders

Corporate Operations

The $62,496 decrease in revenues from Corporate Operations for the three months ended September 30, 2017 is primarily due to $83,627 of decreased net investment income that exceeded $21,131 of increased other income.

The $64,836 decreased Corporate Operations profitability for the three months ended September 30, 2017 is primarily due to $83,627 of decreased net investment income and $2,340 of increased operating expenses that exceeded $21,131 of increased other income.

Results of Operations – Nine Months Ended September 30, 2017 and 2016

Revenues

Our primary sources of revenue are life insurance premium income and investment income. Premium payments are classified as first-year, renewal and single. In addition, realized gains and losses on investment holdings can significantly impact revenues from period to period.

Our revenues for the nine months ended September 30, 2017 and 2016 are summarized as follows:

  

(Unaudited)

     
  

Nine Months Ended September 30,

  

Amount Change

 
  

2017

  

2016

  

2017 less 2016

 

Premiums

 $11,560,664  $9,426,803  $2,133,861 

Net investment income

  12,296,827   9,922,817   2,374,010 

Net realized investment gains

  254,108   307,250   (53,142)

Loss on other-than-temporary impairment

  (224,250)  -   (224,250)

Other income

  92,376   25,259   67,117 

Total revenues

 $23,979,725  $19,682,129  $4,297,596 

The $4,297,596 increase in total revenues for the nine months ended September 30, 2017 is discussed below.


Premiums

Our premiums for the nine months ended September 30, 2017 and 2016 are summarized as follows:

  

(Unaudited)

     
  

Nine Months Ended September 30,

  

Amount Change

 
  

2017

  

2016

  

2017 less 2016

 

Whole life and term first year

 $125,009  $167,783  $(42,774)

Whole life and term renewal

  1,718,302   1,857,418   (139,116)

Final expense first year

  3,496,902   2,526,244   970,658 

Final expense renewal

  6,213,881   4,496,784   1,717,097 

Supplementary contracts with life contingencies

  6,570   378,574   (372,004)

Total premiums

 $11,560,664  $9,426,803  $2,133,861 

The $2,133,861 increase in premiums for the nine months ended September 30, 2017 is primarily due to the following: $1,717,097 increase in final expense renewal premiums, $970,658 increase in final expense first year premiums and $372,004 decrease in supplementary contracts with life contingencies consideration.

The increase in final expense first year premiums represents management’s focus on expanding final expense production by contracting new, independent agents in expanded locations. The increase in final expense renewal premiums reflects the persistency of prior years’ final expense production. Our marketing efforts are focused on final expense and annuity production and we have not been focused on whole life and term production the past few years. The decrease in supplementary contracts with life contingencies reflects policyholder decisions to receive future payment streams during their remaining lifelifetime instead of a lump sum payment.

38

Net Investment Income

 

The major components of our net investment income for the ninethree months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

 

(Unaudited)

      

(Unaudited)

     
 

Nine Months Ended September 30,

  

Amount Change

  

Three Months Ended March 31,

  

Amount Change

 
 

2017

  

2016

  

2017 less 2016

  

2020

  

2019

  

2020 less 2019

 

Fixed maturity securities

 $4,887,826  $4,535,560  $352,266  $1,838,382  $1,529,476  $308,906 

Equity securities

  14,540   20,568   (6,028)

Preferred stock and equity securities

  32,323   34,218   (1,895)

Other long-term investments

  2,707,438   1,857,366   850,072   1,347,138   1,150,757   196,381 

Mortgage loans

  5,923,207   4,098,943   1,824,264   3,570,405   3,182,848   387,557 

Policy loans

  84,657   79,937   4,720   37,707   32,273   5,434 

Real estate

  281,366   246,327   35,039   68,682   64,296   4,386 

Short-term and other investments

  296,019   198,950   97,069   24,537   244,840   (220,303)

Gross investment income

  14,195,053   11,037,651   3,157,402   6,919,174   6,238,708   680,466 

Investment expenses

  (1,898,226)  (1,114,834)  783,392   (649,331)  (665,252)  (15,921)

Net investment income

 $12,296,827  $9,922,817  $2,374,010  $6,269,843  $5,573,456  $696,387 

 

The $3,157,402$680,466 increase in gross investment income for the ninethree months ended September 30, 2017March 31, 2020 is primarily due to increasesthe increase in investments in mortgage loans, fixed maturity securities and other long-term investments that exceeded a decrease in short-term and fixed maturity securities.other investments. In the twelve months since September 30, 2016,March 31, 2019, we had increased investments in mortgage loans of $35.1$23.7 million, other long-term investments of $16.0 million and fixed maturity securities of $13.5$22.6 million and other long term investments of $10.0 million.


The $783,392 increase The decrease in investment expenseshort-term and other investments is primarily relateddue to increased productionthe decrease in cash and cash equivalents of investments in mortgage loans on real estate including$52.6 million comparing the costsbalance as of the Company’s mortgage loan department that are fully assigned to investment expenses beginning in 2017.March 31, 2020 and March 31, 2019.

 

Net Realized Investment Gains (Losses)

 

Our net realized investment gains (losses) result from sales of fixed maturity and equity securities available-for-sale early payoffand changes in fair value of mortgage loans on real estate, sales of investment real estate and sales of other long-term investments.

Ourequity securities. Our net realized investment gains (losses) for the ninethree months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

  

(Unaudited)

     
  

Three Months Ended March 31,

  

Amount Change

 
  

2020

  

2019

  

2020 less 2019

 

Fixed maturity securities available-for-sale:

            

Sale proceeds / maturities

 $5,550,987  $3,399,846  $2,151,141 

Amortized cost at sale date

  5,489,068   3,359,771   2,129,297 

Net realized gains

 $61,919  $40,075  $21,844 
             

Equity securities, changes in fair value

 $(38,417) $13,645  $(52,062)
             

Net realized investment gains

 $23,502  $53,720  $(30,218)

 

  

(Unaudited)

     
  

Nine Months Ended September 30,

  

Amount Change

 
  

2017

  

2016

  

2017 less 2016

 

Fixed maturity securities available-for-sale:

            

Sale proceeds

 $17,140,173  $14,862,935  $2,277,238 

Amortized cost at sale date

  16,952,722   14,534,337   2,418,385 

Net realized gains

 $187,451  $328,598  $(141,147)
             

Equity securities available-for-sale:

            

Sale proceeds

 $-  $128,010  $(128,010)

Cost at sale date

  -   120,767   (120,767)

Net realized gains

 $-  $7,243  $(7,243)
             

Mortgage loans on real estate:

            

Payments and early payoffs of mortgage loans

 $16,129,739  $11,317,427  $4,812,312 

Principal collections

  16,129,739   11,346,018   4,783,721 

Net realized losses

 $-  $(28,591) $28,591 
             

Investment real estate:

            

Sale proceeds

 $190,084  $-  $190,084 

Carrying value at sale date

  185,702   -   185,702 

Net realized gains

 $4,382  $-  $4,382 
             

Other long-term investments

            

Sale proceeds

 $792,012  $-  $792,012 

Carrying value at sale date

  729,737   -   729,737 

Net realized gains

 $62,275  $-  $62,275 

Net realized investment gains

 $254,108  $307,250  $(53,142)

Service Fees

 

The Company has recorded other-than-temporary impairments on its fixed maturity available-for-sale investment$416,863 decrease in an energy corporation with a total par value of $650,000 as a result of continuing unrealized losses. During fourth quarter 2016 this security was initially impaired by a $207,450 charge to the statement of operations. During second quarter 2017 this security was further impaired by a $224,250 charge to the statement of operations. These impairments were considered fully credit-related and represent the difference between the amortized cost basis of the security and its fair value. The Company experienced no additional other-than-temporary impairments on fixed maturity available-for-sale securitiesservice fees for the ninethree months ended September 30, 2017March 31, 2020 is primarily due to a decrease in ceding fees related to TLIC’s annuity coinsurance agreement with an offshore annuity and the year ended December 31, 2016. life insurance company.

 


39

 

Total Benefits, Claims and Expenses

 

Our benefits, claims and expenses are primarily generated from benefit payments, surrenders, interest credited to policyholders, change in reserves, commissions and other underwriting, insurance and acquisition expenses. Benefit payments can significantly impact expenses from period to period.

 

Our benefits, claimsclaims and expenses for the ninethree months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

 

(Unaudited)

      

(Unaudited)

     
 

Nine Months Ended September 30,

  

Amount Change

  

Three Months Ended March 31,

  

Amount Change

 
 

2017

  

2016

  

2017 less 2016

  

2020

  

2019

  

2020 less 2019

 

Benefits and claims

                        

Increase in future policy benefits

 $3,733,907  $3,995,230  $(261,323) $2,641,119  $2,151,600  $489,519 

Death benefits

  3,744,278   2,868,216   876,062   1,611,780   1,632,780   (21,000)

Surrenders

  717,790   541,725   176,065   410,364   350,407   59,957 

Interest credited to policyholders

  6,530,403   5,090,162   1,440,241   3,063,245   2,550,672   512,573 

Dividend, endowment and supplementary life contract benefits

  200,260   214,552   (14,292)  82,699   68,669   14,030 

Total benefits and claims

  14,926,638   12,709,885   2,216,753   7,809,207   6,754,128   1,055,079 
                  

Expenses

                        

Policy acquisition costs deferred

  (7,370,469)  (5,142,381)  (2,228,088)  (2,384,968)  (3,615,460)  1,230,492 

Amortization of deferred policy acquisition costs

  2,318,277   1,588,938   729,339   1,213,274   764,346   448,928 

Amortization of value of insurance business acquired

  298,089   281,175   16,914   79,974   81,447   (1,473)

Commissions

  6,641,883   4,783,307   1,858,576   2,308,163   3,572,572   (1,264,409)

Other underwriting, insurance and acquisition expenses

  4,588,947   4,123,540   465,407   2,641,472   2,265,575   375,897 

Total expenses

  6,476,727   5,634,579   842,148   3,857,915   3,068,480   789,435 

Total benefits, claims and expenses

 $21,403,365  $18,344,464  $3,058,901  $11,667,122  $9,822,608  $1,844,514 

 

The $3,058,901$1,844,514 increase in total benefits, claims and expenses for the ninethree months ended September 30, 2017March 31, 2020 is discussed below.

 

Benefits and Claims

 

The $2,216,753$1,055,079 increase in benefits and claims for the ninethree months ended September 30, 2017March 31, 2020 is primarily due to the following:

 

 

$1,440,241512,573 increase in interest credited to policyholders is primarily due to an increase of approximately $67,100,000$28.9 million in the amount of policyholders’ account balances in the consolidated statement of financial position (increased deposits and interest credited in excess of withdrawals) since September 30, 2016.March 31, 2019.

 

 

$876,062489,519 increase in deathfuture policy benefits is primarily due to a $353,000 increase in wholethe increased number of life and term settlements, $374,000 increase in final expense settlements and a $146,000 decrease in ceded claims. The increase in final expense incurred claims is expected by the Company due to the continued growth in the number and amount of final expense policies in force.force and the aging of existing life policies.

 


40

 

Deferral and Amortization of Deferred Acquisition Costs

 

Certain costs related to the successful acquisition of traditional life insurance policies are capitalized and amortized over the premium-paying period of the policies. Certain costs related to the successful acquisition of insurance and annuity policies that subject us to mortality or morbidity risk over a period that extends beyond the period or periods in which premiums are collected and that have terms that are fixed and guaranteed (i.e., limited-payment long-duration annuity contracts) are capitalized and amortized in relation to the present value of actual and expected gross profits on the policies.

 

These acquisition costs, which are referred to as deferred policy acquisition costs, include commissions and other successful costs of acquiring life insurance,policies and contracts, which vary with, and are primarily related to, the successful production of new and renewal life insurance policies and annuity contracts.

 

For the ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, capitalized costs were $7,370,469$2,384,968 and $5,142,381,$3,615,460, respectively. Amortization of deferred policy acquisition costs for the ninethree months ended September 30, 2017March 31, 2020 and 20162019 were $2,318,277$1,213,274 and $1,588,938,$764,346, respectively.

 

The $2,228,088 increase$1,230,492 decrease in the 20172020 acquisition costs deferred primarily relates to increased final expense anddecreased annuity production. The $729,339There was a $448,928 increase in the 20172020 amortization of deferred acquisition costs is primarily due to an increased number and amount of final expense policies in force, lapsation of ordinary life policies and annuity contracts reflected by increased death benefits, surrenders and annuity withdrawals.

 

Amortization of Value of Insurance Business Acquired

 

The cost of acquiring insurance business is amortized over the emerging profit of the related policies using the same assumptions that were used in computing liabilities for future policy benefits. Amortization of the value of insurance business acquired was $298,089$79,974 and $281,175$81,447 for the ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, respectively.

 

Commissions

 

Our commissionscommissions for the ninethree months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

 

(Unaudited)

      

(Unaudited)

     
 

Nine Months Ended September 30,

  

Amount Change

  

Three Months Ended March 31,

  

Amount Change

 
 

2017

  

2016

  

2017 less 2016

  

2020

  

2019

  

2020 less 2019

 

Annuity

 $1,697,220  $1,209,118  $488,102  $23,151  $1,466,822  $(1,443,671)

Whole life and term first year

  110,426   89,432   20,994 

Whole life and term renewal

  61,762   77,099   (15,337)

Ordinary life first year

  446,901   378,455   68,446 

Ordinary life renewal

  20,686   13,368   7,318 

Final expense first year

  4,181,772   3,006,846   1,174,926   1,428,339   1,387,243   41,096 

Final expense renewal

  590,703   400,812   189,891   389,086   326,684   62,402 

Total commissions

 $6,641,883  $4,783,307  $1,858,576  $2,308,163  $3,572,572  $(1,264,409)

 

The $1,858,576 increase$1,264,409 decrease in commissions for the ninethree months ended September 30, 2017March 31, 2020 is primarily due to a $1,174,926 increase$1,443,671 (due to a $41,180,754 decrease in final expense first year commissions that correspond to the $970,658 increase in final expense first year premiums, a $189,891 increase in final expense renewal commissions that corresponds to the $1,717,097 increase in final expense renewal premiums and a $488,102 increaseretained annuity deposits) decrease in annuity commissions that corresponds to a $22,119,656 increase in policyholders’ account deposits for the nine months ended September 30, 2017 compared to the corresponding period in 2016.

.commissions.

 


Other Underwriting, Insurance and Acquisition Expenses

 

The $465,407$375,897 increase in other underwriting, insurance and acquisition expenses for the ninethree months ended September 30, 2017March 31, 2020 was primarily related to increased acquisition and maintenance costs associated with increased final expense and annuity production, increased third party administration fees primarily related to the increased number of policies in force and increased service requests, increased salaries and benefits due to increased staffing levelsincreases and increased salary and bonus levels that exceeded the costs of the Company’s mortgage loan department that are fully assigned to investment expenses beginning in 2017, decreasedbonuses, legal fees and no bad debts recordeda decrease in 2017 for FTCC.fees reimbursed from TLIC’s annuity coinsurance agreement with an offshore annuity and life insurance company.

 

41

Federal Income Taxes

FTFC files afiled its 2018 consolidated federal income tax return with FTCC but does not file a consolidated tax return with TLIC, or FBLIC. TLICFBLIC and FBLIC are taxed as life insurance companies under the provisions of the Internal Revenue Code. Life insurance companies must file separate tax returns until they have been a member of the consolidated filing group for five years. We continue to file consolidated life insurance company federal tax returns for TLIC and FBLIC.FTCC. Certain items included in income reported for financial statement purposes are not included in taxable income for the current period, resulting in deferred income taxes.

 

For the ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, current income tax expense was $18,589$46,575 and $41,982,$303,002, respectively. DeferredFor the three months ended March 31, 2020 and 2019, deferred federal income tax expense was $501,597$180,553 and $163,685 for the nine months ended September 30, 2017 and 2016,$76,894, respectively. The increase in deferred income taxes is primarily due to faster growth in deferred policy acquisition costs on the U.S. GAAP statement of financial position compared to the tax-basis balance sheet.

 

Net Income Per Common Share Basic and Diluted

Net income was $2,056,174 ($0.26 per common share basic and diluted) and $1,131,998 ($0.15 per common share basic and diluted) forFor the ninethree months ended September 30, 2017March 31, 2020, the net income allocated to the Class B shareholders is the total net income multiplied by the right to receive dividends at 85% for Class B shares (99,065) as of the reporting date divided by the allocated total shares (7,953,977) of Class A shares (7,854,912) and 2016, respectively.Class B shares (99,065) as of the reporting date.

 

NetFor the three months ended March 31, 2020, the net income per common share basic and dilutedallocated to the Class A shareholders is calculated using the weighted average number of common shares outstanding and subscribed duringtotal net income less the year. net income allocated to the Class B shareholders.

The weighted average outstanding common shares basic for the three months ended March 31, 2020 were 7,854,912 for Class A shares and subscribed116,547 for Class B shares. The weighted average outstanding common shares diluted for the three months ended March 31, 2020 were 7,953,977 for Class A shares.

The weighted average outstanding common shares basic and diluted were 7,802,593 for both the ninethree months ended September 30, 2017 and 2016.March 31, 2019 were 7,802,593.

 

Business Segments

 

TheThe Company has a life insurance segment, consisting of the life insurance operations of TLIC and FBLIC, an annuity segment, consisting of the annuity operations of TLIC and FBLIC and a corporate segment. Results for the parent company and the operations of FTCC, after elimination of intercompany amounts, are allocated to the corporate segment.


 

The revenues and income before federal income taxes from our business segments for the ninethree months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

 

(Unaudited)

      

(Unaudited)

     
 

Nine Months Ended September 30,

  

Amount Change

  

Three Months Ended March 31,

  

Amount Change

 
 

2017

  

2016

  

2017 less 2016

  

2020

  

2019

  

2020 less 2019

 

Revenues:

                        

Life insurance operations

 $13,321,087  $11,068,191  $2,252,896  $7,325,468  $6,471,048  $854,420 

Annuity operations

  10,377,974   8,158,645   2,219,329   5,220,251   4,970,032   250,219 

Corporate operations

  280,664   455,293   (174,629)  137,787   183,620   (45,833)

Total

 $23,979,725  $19,682,129  $4,297,596  $12,683,506  $11,624,700  $1,058,806 
            

Income before income taxes:

            

Income before federal income taxes:

            

Life insurance operations

 $899,547  $87,745  $811,802  $64,404  $197,559  $(133,155)

Annuity operations

  1,488,848   1,014,476   474,372   911,918   1,502,612   (590,694)

Corporate operations

  187,965   235,444   (47,479)  40,062   101,921   (61,859)

Total

 $2,576,360  $1,337,665  $1,238,695  $1,016,384  $1,802,092  $(785,708)

42

 

Life Insurance Operations

 

The $2,252,896$854,420 increase in revenues from Life Insurance Operations for the ninethree months ended September 30, 2017March 31, 2020 is primarily due to the following:

 

 

$2,133,861835,070 increase in premiums

 

 

$167,14655,181 increase in net investment income

 

 

$4,0959,372 decrease in other incomenet realized investment gains

 

 

$44,01626,459 decrease in net realized investment gains (that also includes a loss on other-than-temporary impairment)other income

 

The $811,802 increased$133,155 decreased profitability from Life Insurance Operations for the ninethree months ended September 30, 2017March 31, 2020 is primarily due to the following:

 

 

$2,133,861489,519 increase in premiumsfuture policy benefits

 

 

$1,230,193 increase189,180 decrease in policy acquisition costs deferred net of amortization

 

 

$261,323 decrease179,262 increase in future policy benefitscommissions

 

 

$167,14677,364 increase in net investmentother underwriting, insurance and acquisition expenses

$59,957 increase in surrenders

$26,459 decrease in other income

 

 

$14,292 decrease14,030 increase in dividend, endowment and supplementary life contract benefits

 

 

$4,0959,372 decrease in other incomenet realized investment gains

 

 

$8,457 increase737 decrease in amortization of value of insurance business acquired

 

 

$44,01621,000 decrease in net realized investment gains (that also includes a loss on other-than-temporary impairment)

$176,065 increase in surrenders

$515,844 increase in other underwriting, insurance and acquisition expenses


$876,062 increase in death benefits

 

 

$1,370,474 increase in commissions

Annuity Operations

The $2,219,329 increase in revenues from Annuity Operations for the nine months ended September 30, 2017 is due to the following:

$2,452,70555,181 increase in net investment income

 

 

$233,376 decrease835,070 increase in net realized investment gains (that also includes a loss on other-than-temporary impairment)premiums

 

Annuity Operations

The $474,372 increased profitability$250,219 increase in revenues from Annuity Operations for the ninethree months ended September 30, 2017March 31, 2020 is due to the following:

 

 

$2,452,705687,929 increase in net investment income

 

 

$268,556 increase20,846 decrease in net realized investment gains

$416,864 decrease in service fees and other income

The $590,694 decreased profitability from Annuity Operations for the three months ended March 31, 2020 is due to the following:

$1,490,240 decrease in policy acquisition costs deferred net of amortization

 

 

$8,457512,573 increase in interest credited to policyholders

$416,864 decrease in service fees and other income

$282,507 increase in other underwriting, insurance and acquisition expenses

43

$20,846 decrease in net realized investment gains

$736 decrease in amortization of value of insurance business acquired

 

 

$76,713687,929 increase in other underwriting, insurance and acquisition expensesnet investment income

 

 

$233,3761,443,671 decrease in net realized investment gains (that also includes a loss on other-than-temporary impairment)

$488,102 increase in commissions

$1,440,241 increase in interest credited to policyholders

 

Corporate Operations

The $174,629$45,833 decrease in revenues from Corporate Operations for the ninethree months ended September 30, 2017March 31, 2020 is primarily due to $245,841$46,723 of decreased net investment income that exceeded $71,212$890 of increased service fees and other income.

 

The $47,479 decreased$61,859 decrease in Corporate Operations profitability for the ninethree months ended September 30, 2017March 31, 2020 is primarily due to $245,841 of$46,723 decreased net investment income and $16,026 of increased operating expenses that exceeded $71,212$890 of increased service fees and other income and $127,150 of decreased operating expenses.income.

 


Consolidated Financial Condition

 

OurOur invested assets as of September 30, 2017March 31, 2020 and December 31, 20162019 are summarized as follows:

 

 

(Unaudited)

      

Amount Change

  

(Unaudited)

      

Amount Change

 
 

September 30, 2017

  

December 31, 2016

  

2017 less 2016

  

March 31, 2020

  

December 31, 2019

  

2020 less 2019

 

Assets

                        

Investments

                        

Available-for-sale fixed maturity securities at fair value (amortized cost: $142,612,677 and $128,310,625 as of September 30, 2017 and December 31, 2016, respectively)

 $148,042,788  $129,311,155  $18,731,633 

Available-for-sale equity securities at fair value (cost: $602,232 and $599,400 as of September 30, 2017
and December 31, 2016, respectively)

  672,358   638,407   33,951 

Available-for-sale fixed maturity securities at fair value (amortized cost: $162,916,429 and $166,760,448 as of March 31, 2020 and December 31, 2019, respectively)

 $161,876,414  $178,951,324  $(17,074,910)

Available-for-sale preferred stock at fair value (cost: 49,945 as of March 31, 2020 and December 31, 2019)

  49,600   51,900   (2,300)

Equity securities at fair value (cost: $182,375 and $180,194 as of March 31, 2020 and December 31, 2019, respectively)

  164,788   201,024   (36,236)

Mortgage loans on real estate

  103,013,015   74,371,286   28,641,729   166,881,532   162,404,640   4,476,892 

Investment real estate

  2,354,311   2,506,673   (152,362)  2,659,478   1,951,759   707,719 

Policy loans

  1,626,771   1,598,116   28,655   2,087,602   2,026,301   61,301 

Short-term investments

  1,832,872   1,831,087   1,785 

Other long-term investments

  57,675,405   46,788,873   10,886,532   73,146,105   71,824,480   1,321,625 

Total investments

 $313,384,648  $255,214,510  $58,170,138  $408,698,391  $419,242,515  $(10,544,124)

44

 

The $18,731,633$17,074,910 decrease and $36,034 increases$8,120,491 increase in fixed maturity available-for-sale securities for the ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, respectively, are summarized as follows:

 

 

(Unaudited)

 
 

Nine Months Ended September 30, (Unaudited)

  

Three Months Ended March 31,

 
 

2017

  

2016

  

2020

  

2019

 
 

Amount

  

Amount

  

Amount

  

Amount

 

Fixed maturity securities, available-for-sale, beginning

 $129,311,155  $134,556,027  $178,951,324  $131,152,199 

Purchases

  32,830,057   6,163,564   1,005,000   6,536,434 

Unrealized appreciation

  4,429,221   9,078,142 

Net realized investment gains (losses)

  (36,799)  328,598 

Acquisition of K-TENN Insurance Company

  800,000   - 

Unrealized appreciation (depreciation)

  (13,230,891)  5,077,355 

Net realized investment gains

  61,919   40,075 

Sales proceeds

  (10,378,173)  (10,205,935)  (5,350,987)  (799,846)

Maturities

  (6,762,000)  (4,657,000)  (200,000)  (2,600,000)

Transfer to other long-term investments

  (729,737)  - 

Premium amortization

  (620,936)  (671,335)  (159,951)  (133,527)

Increase

  18,731,633   36,034 

Increase (decrease)

  (17,074,910)  8,120,491 

Fixed maturity securities, available-for-sale, ending

 $148,042,788  $134,592,061  $161,876,414  $139,272,690 

 

Fixed maturity securities available-for-sale are reported at fair value with unrealized gains and losses, net of applicable income taxes, reflected as a separate component in shareholders' equity within “Accumulated Other Comprehensive Income (Loss). The available-for-sale fixed maturity securities portfolio is invested primarily in a variety of companies, U. S. government and government agencies, states and political subdivisions and foreign securities.


 

The $33,951$2,300 decrease and $9,820 increase and $79,376 decrease in equity securitiespreferred stock available-for-sale for the ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, respectively, are summarized as follows:

 

  

Nine Months Ended September 30, (Unaudited)

 
  

2017

  

2016

 
  

Amount

  

Amount

 

Equity securities, available-for-sale, beginning

 $638,407  $892,800 

Purchases

  2,832   14,480 

Sales proceeds

  -   (128,010)

Unrealized appreciation

  31,119   26,911 

Net realized investment gains

  -   7,243 

Increase (decrease)

  33,951   (79,376)

Equity securities, available-for-sale, ending

 $672,358  $813,424 
  

(Unaudited)

 
  

Three Months Ended March 31,

 
  

2020

  

2019

 
  

Amount

  

Amount

 

Preferred stock, available-for-sale, beginning

 $51,900  $90,580 

Unrealized appreciation (depreciation)

  (2,300)  9,820 

Increase (decrease)

  (2,300)  9,820 

Preferred stock, available-for-sale, ending

 $49,600  $100,400 

 

Equity securitiesPreferred stock available-for-sale are also reported at fair value with unrealized gains and losses, net of applicable income taxes, reflected as a separate component in shareholders' equity within “Accumulated Other Comprehensive Income (Loss).

45

The available-for-sale$36,236 decrease and $17,605 increase in equity securities portfolio is investedfor the three months ended March 31, 2020 and 2019, respectively, are summarized as follows:

  

(Unaudited)

 
  

Three Months Ended March 31,

 
  

2020

  

2019

 
  

Amount

  

Amount

 

Equity securities, beginning

 $201,024  $198,668 

Purchases

  29,220   27,784 

Joint venture distributions

  (27,039)  (23,824)

Net realized investment gains (losses), changes in fair value

  (38,417)  13,645 

Increase (decrease)

  (36,236)  17,605 

Equity securities, ending

 $164,788  $216,273 

Equity securities are reported at fair value with the change in a varietyfair value reflected in net realized investment gains within the consolidated statements of companies.operations.

 

The $28,641,729$4,476,892 and $9,122,385$13,132,676 increases in mortgage loans on real estate for the ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, respectively, are summarized as follows:

 

  

Nine Months Ended September 30, (Unaudited)

 
  

2017

  

2016

 
  

Amount

  

Amount

 

Mortgage loans on real estate, beginning

 $74,371,286  $58,774,918 

Purchases

  44,857,137   20,669,087 

Capitalization of loan origination fees

  -   4,530 

Discount accretion

  206,161   83,536 

Net realized investment gains

  -   (28,591)

Payments

  (16,129,739)  (11,317,427)

Foreclosed - transferred to real estate

  (142,455)  (198,622)

Increase in allowance for bad debts

  (105,024)  (36,096)

Amortization of loan origination fees

  (44,351)  (54,032)

Increase

  28,641,729   9,122,385 

Mortgage loans on real estate, ending

 $103,013,015  $67,897,303 


  

(Unaudited)

 
  

Three Months Ended March 31,

 
  

2020

  

2019

 
  

Amount

  

Amount

 

Mortgage loans on real estate, beginning

 $162,404,640  $130,049,610 

Purchases

  19,403,227   21,818,443 

Discount accretion

  65,798   149,110 

Payments

  (14,244,785)  (8,694,982)

Foreclosed - transferred to real estate

  (744,091)  (99,218)

Decrease (increase) in allowance for bad debts

  1,860   (33,217)

Amortization of loan origination fees

  (5,117)  (7,460)

Increase

  4,476,892   13,132,676 

Mortgage loans on real estate, ending

 $166,881,532  $143,182,286 

 

The $152,362 decrease$707,719 and $89,505 increase$62,846 increases in investment real estate for the ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, respectively, are summarized as follows:

 

  

(Unaudited)

 
  

Nine Months Ended September 30,

 
  

2017

  

2016

 
  

Amount

  

Amount

 

Investment real estate, beginning

 $2,506,673  $2,326,558 

Acquired through foreclosure

  142,455   198,622 

Sales proceeds

  (190,084)  - 

Depreciation of building

  (109,115)  (109,117)

Net realized investment gains

  4,382   - 

Increase (decrease)

  (152,362)  89,505 

Investment real estate, ending

 $2,354,311  $2,416,063 
  

(Unaudited)

 
  

Three Months Ended March 31,

 
  

2020

  

2019

 
  

Amount

  

Amount

 

Investment real estate, beginning

 $1,951,759  $2,392,031 

Real estate acquired through mortgage loan foreclosure

  744,091   99,218 

Depreciation of building

  (36,372)  (36,372)

Increase

  707,719   62,846 

Investment real estate, ending

 $2,659,478  $2,454,877 

46

 

The $10,886,532$1,321,625 and $10,091,564$3,930,418 increases in other long-term investments (composed primarily of lottery receivables) for the ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, respectively, are summarized as follows:

 

 

(Unaudited)

 
 

Nine Months Ended September 30, (Unaudited)

  

Three Months Ended March 31,

 
 

2017

  

2016

  

2020

  

2019

 
 

Amount

  

Amount

  

Amount

  

Amount

 

Other long-term investments, beginning

 $46,788,873  $31,566,927  $71,824,480  $59,255,477 

Purchases

  14,036,084   11,340,463   3,258,188   5,629,292 

Transfer from fixed maturity available-for-sale securities

  729,737   - 

Accretion of discount

  2,713,543   1,865,829   1,347,700   1,151,586 

Net realized investment gains

  62,275   - 

Sales proceeds

  (792,012)  - 

Payments

  (5,863,095)  (3,114,728)  (3,284,263)  (2,850,460)

Increase

  10,886,532   10,091,564   1,321,625   3,930,418 

Other long-term investments, ending

 $57,675,405  $41,658,491  $73,146,105  $63,185,895 

 

Our assets other thanthan invested assets as of September 30, 2017March 31, 2020 and December 31, 20162019 are summarized as follows:

 

 

(Unaudited)

      

Amount Change

  

(Unaudited)

      

Amount Change

 
 

September 30, 2017

  

December 31, 2016

  

2017 less 2016

  

March 31, 2020

  

December 31, 2019

  

2020 less 2019

 
                        

Cash and cash equivalents

 $28,959,503  $34,223,945  $(5,264,442) $16,728,153  $23,212,170  $(6,484,017)

Accrued investment income

  2,618,245   2,176,770   441,475   5,348,548   5,207,823   140,725 

Recoverable from reinsurers

  1,157,109   1,258,938   (101,829)  3,455,756   1,244,733   2,211,023 

Assets held in trust under coinsurance agreement

  100,291,192   105,089,240   (4,798,048)

Agents' balances and due premiums

  1,602,599   1,419,250   183,349   1,980,608   1,618,115   362,493 

Deferred policy acquisition costs

  23,164,372   18,191,990   4,972,382   39,199,188   38,005,639   1,193,549 

Value of insurance business acquired

  5,610,747   5,908,835   (298,088)  4,811,474   4,891,448   (79,974)

Other assets

  10,059,398   14,858,375   (4,798,977)  11,018,287   6,424,691   4,593,596 

Assets other than investment assets

 $73,171,973  $78,038,103  $(4,866,130) $182,833,206  $185,693,859  $(2,860,653)

 

The $5,264,442$6,484,017 decrease in cash and cash equivalents is discussed below in the “Liquidity and Capital Resources” section where cash flows are addressed.


The $441,475 increase in accrued investment income is primarily due to the $58,170,138 increase in invested assets during the first nine months of 2017.

 

The $183,349 increase$4,798,048 decrease in 2017 agents’ balances and due premiumsassets held in trust under the coinsurance agreement is due to a $183,033 increasechange in agents’ balancesassets held under TLIC’s annuity coinsurance agreement with an offshore annuity and $316 increase in due premiums. The increase in agents’ balanceslife insurance company that is due to increased production of final expense policies resulting in increased advances of commissions to agents. The Company closely monitors commission advances and has not historically experienced, nor expects to experience, future collection problems.administered on a fund withheld basis.

 

OurThe $1,193,549 and $2,838,617 increases in deferred policy acquisition costs for the three months ended March 31, 2020 and 2019, respectively, are summarized as follows:

  

(Unaudited)

 
  

Three Months Ended March 31,

 
  

2020

  

2019

 

Balance, beginning of year

 $38,005,639  $29,681,737 

Capitalization of commissions, sales and issue expenses

  2,384,968   3,615,460 

Amortization

  (1,213,274)  (764,346)

Deferred acquisition costs allocated to investments

  21,855   (12,497)

Increase

  1,193,549   2,838,617 

Balance, end of year

 $39,199,188  $32,520,354 

47

Our other assets as of September 30, 2017March 31, 2020 and December 31, 20162019 are summarized as follows:

 

 

(Unaudited)

      

Amount Change

  

(Unaudited)

      

Amount Change

 
 

September 30, 2017

  

December 31, 2016

  

2017 less 2016

  

March 31, 2020

  

December 31, 2019

  

2020 less 2019

 

Advances to mortgage loan originator

 $4,654,494  $5,207,380  $(552,886) $4,717,541  $4,436,787  $280,754 

Federal and state income taxes recoverable

  2,941,670   2,220,566   721,104   2,177,427   1,301,868   875,559 

Notes receivable

  448,258   464,366   (16,108)  483,318   445,778   37,540 

Accrual of mortgage loan and long-term investment payments due

  1,298,343   511,585   786,758 

Receivable for securities sold

  550,000   6,288,274   (5,738,274)

Long-term investment receivable

  3,446,905   -   3,446,905 

Guaranty funds

  78,800   78,711   89   63,180   71,455   (8,275)

Lease asset - right to use

  51,140   76,711   (25,571)

Other receivables, prepaid assets and deposits

  87,833   87,493   340   78,776   92,092   (13,316)

Total other assets

 $10,059,398  $14,858,375  $(4,798,977) $11,018,287  $6,424,691  $4,593,596 

As of March 31, 2020, the Company had $3,446,905 in long-term investment purchases where the trade date and settlement date are in different financial reporting periods.

There was an $875,559 increase in federal and state income taxes recoverable primarily due to federal and state tax withholdings on lottery receivables.

 

There was a $552,886 decrease$280,754 increase in advances to one mortgage loan originator who acquires residential mortgage loans for our life companies.

As of September 30, 2017, the Company had $550,000 in security sales where the trade date and settlement date were in different financial reporting periods compared to $6,288,274 of security sales overlapping financial reporting periods as of December 31, 2016.

There was a $721,104 increase in federal and state income taxes recoverable is primarily due to federal and state tax withholdings on lottery receivables.

There was a $786,758 increase in the accrual of mortgage loans and long-term investment payments due based upon the scheduled timing of investment payments remitted by the third party servicers. Those cash payments were received in October 2017.

    

On April 15, 2017,2019, the Company renewed its previous one-year loan of $400,000 to its former Chairman. The renewed loan also has a term of one year and a contractual interest rate of 5.00%. The loan is collateralized by 100,000 shares of the Company’s Class A Common stock owned by the former Chairman. As a result of Coronavirus Disease, the Company extended the maturity date of the loan by 90 days.   


 

Our liabilities as of September 30, 2017March 31, 2020 and December 31, 20162019 are summarized as follows:

 

 

(Unaudited)

      

Amount Change

  

(Unaudited)

      

Amount Change

 
 

September 30, 2017

  

December 31, 2016

  

2017 less 2016

  

March 31, 2020

  

December 31, 2019

  

2020 less 2019

 
                        

Policy liabilities

                        

Policyholders' account balances

 $292,128,688  $245,346,489  $46,782,199  $362,198,197  $363,083,838  $(885,641)

Future policy benefits

  48,002,489   44,266,227   3,736,262   67,807,951   65,015,390   2,792,561 

Policy claims

  1,027,121   997,814   29,307   1,139,262   1,399,393   (260,131)

Other policy liabilities

  90,487   69,854   20,633   84,921   132,975   (48,054)

Total policy liabilities

  341,248,785   290,680,384   50,568,401   431,230,331   429,631,596   1,598,735 

Funds withheld under coinsurance agreement

  101,038,693   105,638,974   (4,600,281)

Deferred federal income taxes

  2,071,174   693,470   1,377,704   3,752,091   6,345,918   (2,593,827)

Other liabilities

  1,395,790   5,598,484   (4,202,694)  5,993,680   5,901,624   92,056 

Total liabilities

 $344,715,749  $296,972,338  $47,743,411  $542,014,795  $547,518,112  $(5,503,317)

48

 

The $46,782,199$885,641 decrease and $27,310,106$36,142,005 increase in policyholders’ account balances for the ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, respectively, are summarized as follows:

 

 

(Unaudited)

 
 

Nine Months Ended September 30, (Unaudited)

  

Three Months Ended March 31,

 
 

2017

  

2016

  

2020

  

2019

 
 

Amount

  

Amount

  

Amount

  

Amount

 

Policyholders' account balances, beginning

 $245,346,489  $197,688,616  $363,083,838  $297,168,411 

Deposits

  54,296,750   32,177,094   1,769,421   70,719,584 

Withdrawals

  (14,044,954)  (9,957,150)  (10,318,588)  (8,740,280)

Change in funds withheld under coinsurance agreement

  4,600,281   (28,387,971)

Interest credited

  6,530,403   5,090,162   3,063,245   2,550,672 

Increase

  46,782,199   27,310,106 

Increase (decrease)

  (885,641)  36,142,005 

Policyholders' account balances, ending

 $292,128,688  $224,998,722  $362,198,197  $333,310,416 

 

The $3,736,262$2,792,561 increase in future policy benefits during the ninethree months ended September 30, 2017March 31, 2020 is primarily related to the production of new life insurance policies, initial sales of policies to older age bands (resulting in increased mortality reserve charges) and the aging of existing policies.

 

The $1,377,704 increase$2,593,827 decrease in deferred federal income taxes during the ninethree months ended September 30, 2017March 31, 2020 was due to $876,107$2,774,380 of increaseddecreased deferred federal income taxes on the unrealized appreciation (depreciation) of fixed maturity securities and equity securitiespreferred stock available-for-sale and $501,597that exceeded $180,553 of operating deferred federal tax expense.

 


The $4,600,281 decrease in funds withheld under coinsurance agreement is due to the liability related to TLIC’s annuity coinsurance agreement with an offshore annuity and life insurance company.

 

OurOur other liabilities as of September 30, 2017March 31, 2020 and December 31, 20162019 are summarized as follows:

 

 

(Unaudited)

      

Amount Change

  

(Unaudited)

      

Amount Change

 
 

September 30, 2017

  

December 31, 2016

  

2017 less 2016

  

March 31, 2020

  

December 31, 2019

  

2020 less 2019

 

Suspense accounts payable

 $575,853  $4,684,726  $(4,108,873) $59,467  $20,166  $39,301 

Accounts payable

  102,178   21,387   80,791 

Accrued expenses payable

  565,762   527,938   37,824   516,370   679,000   (162,630)

Payable for securities purchased

  176,249   234,225   (57,976)  576,000   564   575,436 

Guaranty fund assessments

  60,000   60,000   -   25,000   25,000   - 

Unearned investment income

  57,398   48,466   8,932   85,957   62,404   23,553 

Deferred revenue

  32,491   29,632   2,859   5,415   8,123   (2,708)

Unclaimed funds

  25,820   23,057   2,763   65,515   38,273   27,242 

Lease liability

  51,140   76,711   (25,571)

Mortgage loans suspense

  5,404,046   5,782,427   (378,381)

Other payables, withholdings and escrows

  (97,783)  (9,560)  (88,223)  (897,408)  (812,431)  (84,977)

Total other liabilities

 $1,395,790  $5,598,484  $(4,202,694) $5,993,680  $5,901,624  $92,056 

As of March 31, 2020, the Company had $576,000 in security purchases where the trade date and settlement date were in different financial reporting periods compared to $564 of security purchases overlapping financial reporting periods as of December 31, 2019.

 

The $4,108,873reduction in mortgage loan suspense of $378,381 is primarily due to timing of principal loan payments on mortgage loans.

The $162,630 decrease in suspense accountsaccrued expenses payable is primarily due to decreased deposits on policy applications that had not been issued as ofa reduction in the financial reporting date.March 2020 accrual for agency conference and acquisition expenses.

49

 

Liquidity and Capital Resources

 

Our operations have been financed primarily through the private placement of equity securities and intrastate public stock offerings. Through September 30, 2017,March 31, 2020, we have received $27,119,480 from the sale of our shares.

 

The Company raised $1,450,000 from two private placements during 2004 and $25,669,480 from two public stock offerings and one private placement stock offering from June 22, 2005 through February 23, 2007; June 29, 2010 through April 30, 2012; and August 15, 2012 through March 8, 2013. The Company issued 7,347,488 shares of its common stock and incurred $3,624,518 of offering costs during these private placements and public stock offerings.

 

The Company also issued 702,685 shares of its common stock in connection with two stock dividends paid to shareholders in 2011 and 2012 that resulted in accumulated earnings being charged $5,270,138 with an offsetting credit of $5,270,138 to common stock and additional paid-in capital.

 

TheDuring 2012, 2013, 2014 and 2015, the Company has also purchasedrepurchased 247,580 shares of treasuryits common stock at a total cost of $893,947 from former members of the Board of Directors including the former Chairman of the Board of Directors, a former agent, the former spouse of the Company’sCompany’s current Chairman, Chief Executive Officer and President and a charitable organization where a former member of the Board of Directors had donated shares of the Company’s common stock.

 

As of September 30, 2017,March 31, 2020, we had cash and cash equivalents totaling $28,959,503.$16,728,153. As of September 30, 2017,March 31, 2020, cash and cash equivalents of $10,594,184$10,388,545 and $15,125,591,$5,017,908, respectively, totaling $15,406,453 were held by FBLICTLIC and TLICFBLIC and may not be available for use by FTFC due to the required pre-approval by the OID and Missouri Department of InsuranceCommerce and OIDInsurance of any dividend or intercompany transaction to transfer funds to FTFC. The maximum dividend, which may be paid in any twelve-month period without notification or approval, is limited to the greater of 10% of statutory surplus as of December 31 of the preceding year or the net gain from operations of the preceding calendar year.

 

Cash dividends may only be paid out of surplus derived from realized net profits. Based on these limitations, there is capacity for TLIC to pay a dividend up to $1,852,287$1,245,184 in 20172020 without prior approval. In addition, based on those limitations, there is the capacity for FBLIC to pay a dividend up to $914,179$918,511 in 20172020 without prior approval. FBLIC has paid no dividends of $1,000,000 to TLIC in 2016. Dividends paid by FBLIC are eliminated in consolidation.2020 and 2019. TLIC has paid no dividends to FTFC.FTFC in 2020 and 2019.

 

The Company maintains cash and cash equivalents at multiple institutions. The Federal Deposit Insurance Corporation insures interest and non-interest bearing accounts up to $250,000. Uninsured balances aggregate $18,349,060$10,400,336 and $22,117,921$18,089,331 as of September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively. Other funds are invested in mutual funds that invest in U.S. government securities. We monitor the solvency of all financial institutions in which we have funds to minimize the exposure for loss. The Company has not experienced any losses in such accounts.


 

On September 1, 2017,November 8, 2019, the Company agreed to a $1.0renewed its $1.5 million line of credit with a bank to provide working capital and funds for expansion.  The terms of the line of credit allowallows for advances, repayments and re-borrowings through thea maturity date of July 1, 2018.  TheSeptember 15, 2020.  Any outstanding advances will incur interest at a variable interest rate of the prime rate set forth in the Wall Street Journal plus 1% per annum adjusting monthly based on a 360 day year.  Thisyear with a minimum interest rate floor of 5%.   No amounts were outstanding on this line of credit is subject to annual renewal based upon the discretionas of both the CompanyMarch 31, 2020 and the bank.December 31, 2019. 

50

 

Our cashcash flows for the ninethree months ended September 30, 2017March 31, 2020 and 20162019 are summarized as follows:

 

  

(Unaudited)

     
  

Nine Months Ended September 30,

  

Amount Change

 
  

2017

  

2016

  

2017 less 2016

 

Net cash provided by operating activities

 $414,471  $4,228,919  $(3,814,448)

Net cash used in investing activities

  (45,930,709)  (8,793,138)  (37,137,571)

Net cash provided by financing activities

  40,251,796   22,219,944   18,031,852 

Increase (decrease) in cash

  (5,264,442)  17,655,725   (22,920,167)

Cash and cash equivalents, beginning of period

  34,223,945   9,047,586   25,176,359 

Cash and cash equivalents, end of period

 $28,959,503  $26,703,311  $2,256,192 
  

(Unaudited)

     
  

Three Months Ended March 31,

  

Amount Change

 
  

2020

  

2019

  

2020 less 2019

 

Net cash provided by (used in) operating activities

 $967,977  $(3,215,788) $4,183,765 

Net cash provided by (used in) investing activities

  1,097,173   (19,133,401)  20,230,574 

Net cash provided by (used in) financing activities

  (8,549,167)  61,979,304   (70,528,471)

Increase (decrease) in cash and cash equivalents

  (6,484,017)  39,630,115   (46,114,132)

Cash and cash equivalents, beginning of period

  23,212,170   29,665,605   (6,453,435)

Cash and cash equivalents, end of period

 $16,728,153  $69,295,720  $(52,567,567)

 

The $414,471 and $4,228,919$967,977 of cash provided by operating activities and $3,215,788 of cash used in operating activities for the ninethree months ended September 30, 2017March 31, 2020 and 2016,2019, respectively, are summarized as follows:

 

 

(Unaudited)

      

(Unaudited)

     
 

Nine Months Ended September 30,

  

Amount Change

  

Three Months Ended March 31,

  

Amount Change

 
 

2017

  

2016

  

2017 less 2016

  

2020

  

2019

  

2019 less 2018

 

Premiums collected

 $11,582,534  $9,441,443  $2,141,091  $6,124,439  $5,520,968  $603,471 

Net investment income collected

  8,778,763   7,429,581   1,349,182   4,899,617   4,131,003   768,614 

Service fees and other income collected

  24,284   466,718   (442,434)

Death benefits paid

  (3,613,141)  (2,811,463)  (801,678)  (4,082,934)  (1,434,518)  (2,648,416)

Surrenders paid

  (717,790)  (541,725)  (176,065)  (410,364)  (350,407)  (59,957)

Dividends and endowments paid

  (82,033)  (68,641)  (13,392)

Commissions paid

  (6,824,917)  (5,135,536)  (1,689,381)  (2,483,383)  (3,661,303)  1,177,920 

Other underwriting, insurance and acquisition expenses paid

  (4,359,559)  (3,679,616)  (679,943)  (3,148,023)  (2,258,740)  (889,283)

Taxes paid

  (739,692)  (518,966)  (220,726)  (922,133)  (718,166)  (203,967)

Advances to mortgage loan originator

  552,886   (2,466,020)  3,018,906 

Deposited policy applications unissued

  (4,108,873)  2,220,132   (6,329,005)

Decrease in short-term investments

  -   549,851   (549,851)

(Increased) decreased assets held in trust under coinsurance agreement

  4,798,048   (19,715,191)  24,513,239 

Increased long-term investment receivable

  (3,446,905)  -   (3,446,905)

Increased advances to mortgage loan originator

  (280,754)  (770,232)  489,478 

Increased deposits of pending policy applications

  39,302   16,618,921   (16,579,619)

Increased short-term investments

  (1,785)  (914,153)  912,368 

Increased policy loans

  (60,256)  (25,467)  (34,789)

Other

  (135,740)  (258,762)  123,022   857   (36,580)  37,437 

Increase in cash provided by operating activities

 $414,471  $4,228,919  $(3,814,448)

Increase (decrease) in cash provided by operating activities

 $967,977  $(3,215,788) $4,183,765 

 

Please see the statements of cash flows for the ninethree months ended September 30, 2017March 31, 2020 and 20162019 for a summary of the components of net cash used in investing activities and net cash provided by financing activities.

 


51

 

Our shareholdersshareholders’ equity as of September 30, 2017March 31, 2020 and December 31, 20162019 is summarized as follows:

 

 

(Unaudited)

      

Amount Change

  

(Unaudited)

      

Amount Change

 
 

September 30, 2017

  

December 31, 2016

  

2017 less 2016

  

March 31, 2020

  

December 31, 2019

  

2020 less 2019

 
                        

Common stock, par value $.01 per share (20,000,000 shares authorized, 8,050,173
issued as of September 30, 2017 and December 31, 2016 and 7,802,593
outstanding as of September 30, 2017 and December 31, 2016)

 $80,502  $80,502  $- 

Class A common stock, par value $.01 per share (40,000,000 and 20,000,000 shares authorized as of March 31, 2020 and December 31, 2019, respectively, 8,102,492 and 8,050,173 issued as of March 31, 2020 and December 31, 2019, rescetively, 7,854,912 and 7,802,593 outstanding as of March 31, 2020 and December 31, 2019, respectively)

 $81,025  $80,502  $523 

Class B common stock, par value $.01 per share (10,000,000 shares authorized, 116,547 issued and outstanding as of March 31, 2020)

  1,165   -   1,165 

Additional paid-in capital

  28,684,598   28,684,598   -   30,429,150   28,684,598   1,744,552 

Treasury stock, at cost (247,580 shares as of September 30, 2017 and December 31, 2016)

  (893,947)  (893,947)  - 

Accumulated other comprehensive income

  4,323,099   818,676   3,504,423 

Treasury stock, at cost (247,580 shares as of March 31, 2020 and December 31, 2019)

  (893,947)  (893,947)  - 

Accumulated other comprehensive income (loss)

  (820,296)  9,616,660   (10,436,956)

Accumulated earnings

  9,646,620   7,590,446   2,056,174   20,719,705   19,930,449   789,256 

Total shareholders' equity

 $41,840,872  $36,280,275  $5,560,597  $49,516,802  $57,418,262  $(7,901,460)

 

The increasedecrease in shareholdersshareholders’ equity of $5,560,597$7,901,460 for the ninethree months ended September 30, 2017March 31, 2020 is due to $3,504,423 of$10,436,956 in other comprehensive incomeloss that exceeded an increase in additional paid-in capital of $1,744,552 (acquisition of K-TENN Insurance Company) and $789,256 in net income of $2,056,174.

Equity per common share outstanding increased 15.3% from $4.65 per share as of December 31, 2016 to $5.36 per share as of September 30, 2017, based upon 7,802,593 common shares outstanding as of both September 30, 2017 and December 31, 2016.income.

 

The liquidity requirements of our life insurance companies are met primarily by funds provided from operations. Premium and annuity consideration deposits, investment income and investment maturities are the primary sources of funds, while investment purchases, policy benefits, and operating expenses are the primary uses of funds. There were no liquidity issues in 20172020 or 2016.2019. Our investments include marketable debt securities that could be readily converted to cash for liquidity needs.

 

We are subject to various market risks. During first quarter 2020, the world market and the Company have been impacted by the Coronavirus disease. The quality of our investment portfolio and the current level of shareholdersshareholders’ equity continue to provide a sound financial base as we strive to expand our marketing to offer competitive products. Our investment portfolio had unrealized appreciation (depreciation) on available-for-sale securities of $5,500,237($1,040,360) and $1,039,897$12,192,831 as of September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively, prior to the impact of income taxes and deferred acquisition cost adjustments. An increaseA decrease of $4,423,541$13,171,272 in unrealized gains arising for the ninethree months ended September 30, 2017March 31, 2020 has been offset by the 20172020 net realized investment lossesgains of $36,799$61,919 originating from the sale and call activity for fixed maturity securities available-for-sale resulting in net unrealized gainslosses on investments of $4,460,340.$13,233,191.

 

A primary liquidity concern is the risk of an extraordinary level of early policyholder withdrawals. We include provisions within our insurance policies, such as surrender charges, that help limit and discourage early withdrawals. Individual life insurance policies are less susceptible to withdrawal than annuity reserves and deposit liabilities because policyholders may incur surrender charges and undergo a new underwriting process in order to obtain a new insurance policy. Cash flow projections and cash flow tests under various market interest rate scenarios are also performed annually to assist in evaluating liquidity needs and adequacy. We currently anticipate that available liquidity sources and future cash flows will be adequate to meet our needs for funds.

 

One of our significant risks relates to the fluctuations in interest rates. Regarding interest rates, the value of our available-for-sale fixed maturity securities investment portfolio will increase or decrease in an inverse relationship with fluctuations in interest rates, while net investment income earned on newly acquired available-for-sale fixed maturity securities increases or decreases in direct relationshiprelationship with interest rate changes.

 

From an income perspective, we are exposed to rising interest rates which could be a significant risk, as TLIC's and FBLIC’sFBLIC’s annuity business is impacted by changes in interest rates. Life insurance company policy liabilities bear fixed rates. From a liquidity perspective, our fixed rate policy liabilities are relatively insensitive to interest rate fluctuations.


 

We believe gradual increases in interest rates do not present a significant liquidity exposure for the life insurance policies and annuity contracts. We maintain conservative durations in our fixed maturity portfolio.

52

 

As of September 30, 2017,March 31, 2020, cash and cash equivalents, short-term investments, the fair value of fixed maturity available-for-sale securities with maturities of less than one year and the fair value of lottery receivables with maturities of less than one year equaled 13.1%7.6% of total policy liabilities. If interest rates rise significantly in a short time frame, there can be no assurance that the life insurance industry, including the Company, would not experience increased levels of surrenders and reduced sales, and thereby be materially adversely affected.

 

In addition to the measures described above, TLIC and FBLIC must comply with the National Association of Insurance Commissioners promulgated Standard Valuation Law ("SVL") which specifies minimum reserve levels and prescribes methods for determining them, with the intent of enhancing solvency. Upon meeting certain tests, which TLIC and FBLIC met during 2016,2019, the SVL also requires the Company to perform annual cash flow testing for TLIC and FBLIC. This testing is designed to ensure that statutory reserve levels will maintain adequate protection in a variety of potential interest rate scenarios. The Actuarial Standards Board of the American Academy of Actuaries also requires cash flow testing as a basis for the actuarial opinion on the adequacy of the reserves which is a required part of the annual statutory reporting process.

 

Our marketing plan could be modified to emphasize certain product types and reduce others. New business levels could be varied in order to find the optimum level. We believe that our current liquidity, current bond portfolio maturity distribution and cash position give us substantial resources to administer our existing business and fund growth generated by direct sales.

 

The operations of TLIC and FBLIC may require additional capital contributions to meet statutory capital and surplus requirements mandated by state insurance departments. Life insurance contract liabilities are generally long term in nature and are generally paid from future cash flows or existing assets and reserves. We will service other expenses and commitments by: (1) using available cash, (2) dividends from TLIC and FBLIC that are limited by law to the greater of prior year net operating income or 10% of prior year-endyear-end surplus unless specifically approved by the controlling insurance department, (3) public and private offerings of our common stock and (4) corporate borrowings, if necessary.

Given the impact of the Coronavirus Disease on the current economic environment, the Company still maintains that it can raise funds through public and private offering of our common stock and corporate markets.

 

Effective JanuaryJanuary 1, 2017,2019, the Company entered into a revised advance agreement with one loan originator. As of September 30, 2017,March 31, 2020, the Company has outstanding advances to this loan originator totaling $4,654,494.$4,717,541. The advances are secured by $6,015,814$7,023,016 of residential mortgage loans on real estate that are assigned to the Company. The Company has committed to fund up to an additional $845,506$1,782,459 to the loan originator that would result in additional security in the form of residential mortgage loans on real estate to be assigned to the Company.

 

Effective January 1, 2017,2019, the Company also entered into a revised escrow agreement with the same loan originator. According to the revised terms of the escrow agreement, as of September 30, 2017, $559,570March 31, 2020, $808,028 of additional and secured residential mortgage loan balances on real estate are held in escrow by the Company.  As of September 30, 2017, $397,663March 31, 2020, $480,196 of that escrow amount is available to the Company as additional collateral on $4,654,494$4,717,541 of advances to the loan originator. The remaining September 30, 2017March 31, 2020 escrow amount of $161,907$327,832 is available to the Company as additional collateral on its investment of $32,381,460$66,609,678 in residential mortgage loans on real estate.

As a result of Coronavirus Disease 2019, which was declared a pandemic on March 11, 2020, the United States Federal, State and Local Governments, and other countries around the world have taken measures that have suddenly limited economic output. Due to the decline in economic activity, the Company is faced with a sudden uncertainty as of the date of this report on its operations when considering its revenue sources and potential future liquidity needs. Management is actively monitoring the situation and the impact to the Company’s operations. As the pandemic continues, should liquidity conditions worsen in the short-term, management will work with its financial institutions to assist with liquidity needs.

 

We are not aware of any commitments or unusual events that could materially affect our capital resources. We are not aware of any current recommendations by any regulatory authority which, if implemented, would have a material adverse effect on our liquidity, capital resources or operations. We believe that our existing cash and cash equivalents as of September 30, 2017March 31, 2020 will be sufficient to fund our anticipated operating expenses.

 

53

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements.


 

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

Certain statements contained herein are forward-looking statements. The forward-looking statements are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, and include estimates and assumptions related to economic, competitive and legislative developments. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “estimates,” “will” or words of similar meaning; and include, but are not limited to, statements regarding the outlook of our business and financial performance. These forward-looking statements are subject to change and uncertainty, which are, in many instances, beyond our control and have been made based upon our expectations and beliefs concerning future developments and their potential effect upon us.

There can be no assurance that future developments will be in accordance with our expectations, or that the effect of future developments on us will be as anticipated. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties. There are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements. These factors include among others:

 

 

general economic conditions and financial factors, including the performance and fluctuations of fixed income, equity, real estate, credit capital and other financial markets;

 

differences between actual experience regarding mortality, morbidity, persistency, surrenders, investment returns, and our pricing assumptions establishing liabilities and reserves or for other purposes;

 

the effect of increased claims activity from natural or man-made catastrophes, pandemic disease, or other events resulting in catastrophic loss of life;

 

adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities, including and in connection with our divestiture or winding down of businesses such as FTCC;

 

inherent uncertainties in the determination of investment allowances and impairments and in the determination of the valuation allowance on the deferred income tax asset;

 

investment losses and defaults;

 

competition in our product lines;

 

attraction and retention of qualified employees and agents;

 

ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks;

 

the availability, affordability and adequacy of reinsurance protection;

 

the effects of emerging claim and coverage issues;

 

the cyclical nature of the insurance business;

 

interest rate fluctuations;

 

changes in our experiences related to deferred policy acquisition costs;

 

the ability and willingness of counterparties to our reinsurance arrangements and derivative instruments to pay balances due to us;

 

impact of medical epidemics and viruses;

 

domestic or international military actions;

 

the effects of extensive government regulation of the insurance industry;

 

changes in tax and securities law;

 

changes in statutory or U.S. generally accepted accounting principles (“GAAP”), practices or policies;

 

regulatory or legislative changes or developments;

 

the effects of unanticipated events on our disaster recovery and business continuity planning;

 

failures or limitations of our computer, data security and administration systems;

 

risks of employee error or misconduct;

 

the assimilation of life insurance businesses we acquire and the sound management of these businesses; and

 

the availability of capital to expand our business.business; and

Coronavirus disease impact on economic environment.

54

 

It is not our corporate policy to make specific projections relating to future earnings, and we do not endorse any projections regarding future performance made by others. In addition, we do not publicly update or revise forward-looking statements based on the outcome of various foreseeable or unforeseeable developments.

 


Item 4.4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (“Certifying Officers”), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 as amended (“Exchange Act”) as of the end of the fiscal period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Certifying Officers have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is made known to management, including our Certifying Officers, as appropriate, to allow timely decisions regarding disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

Changes to Internal Control over Financial Reporting

 

There were no changes in the Company’sCompany’s internal control over financial reporting during the three months ended September 30, 2017March 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

A lawsuit filed by the Company and Chairman, President and Chief Executive Officer, Gregg E. Zahn, in 2013 against former Company Board of Directors member Wayne Pettigrew and Mr. Pettigrew's company, Group & Pension Planners, Inc. (the "Defendants""Defendants"), concluded on February 17, 2017. The lawsuit was filed in the District Court of Tulsa County, Oklahoma (Case No. CJ-2013-03385). In the lawsuit, the Company alleged that Mr. Pettigrew had defamed the Company by making untrue statements to certain shareholders of the Company, to the press and to regulators of the state of Oklahoma and had breached his fiduciary duties. Mr. Pettigrew denied the allegations.

 

The jury concluded that Mr. Pettigrew, while still a member of the Company’sCompany’s Board of Directors, did, in fact, make untrue statements regarding the Company and Mr. Zahn and committed breaches of his fiduciary duties to the Company and the jury awarded itthe Company $800,000 of damages against Mr. Pettigrew. In addition, the jury found that Mr. Pettigrew had defamed Mr. Zahn and intentionally inflicted emotional distress on Mr. Zahn and awarded Mr. Zahn $3,500,000 of damages against Mr. Pettigrew. In addition to the damages awarded by the jury, the Company and Mr. Zahn have initiated steps to aggressively communicate the correction of the untrue statements to outside parties.

 

Mr. Pettigrew canappealed this decision. The appeal this decisionchallenged two trial court judgments based on separate verdicts against him in the jury trial. On February 28, 2020, the Court of Civil Appeals of the state of Oklahoma reversed the judgments entered by the jurytrial court and remanded the case for a new trial. The Court of Appeals reversal, however, is not final. The Company will request that will require him to postthe Court of Appeals grant a bond in the amount of the total judgment of $4,300,000.rehearing and reverse its decision. Should Mr. Pettigrew fail to post such a bond,it not do so, the Company and Mr. Zahn will be permittedpetition the Oklahoma Supreme Court to execute on Mr. Pettigrew's assets. To date, Mr. Pettigrew has failed to post this bond and, as a consequence,reverse the Company and Mr. Zahn are in the processCourt of executing on the judgments against Mr. Pettigrew’s assets. While the Company and Mr. Zahn will continue to execute on the judgments, any money or property collected during the execution of the judgments would have to be returned to Mr. Pettigrew in the event the judgments are reversed by the appellate courts.Appeals decision.

 

Prior to its acquisition by TLIC, FBLIC developed, marketed, and sold life insurance products known as “Decreasing Term to 95” policies. On January 17,In 2013, FBLIC’sthe Company’s Board of Directors, votedrepresented by independent counsel, concluded that effective March 1,there was no action to be taken against Mr. Zahn and that the allegations by Mr. Pettigrew were without substance. The Company was also informed back in 2013 by the Oklahoma Insurance Department that it would take no action and was also informed in 2013 that the Oklahoma Department of Securities, after its investigation of the allegations, concluded that no proceedings were needed with respect to the alleged matters. It remains the Company’s intention to again vigorously prosecute this action against the Defendants for damages and for correction of the defamatory statements. In the opinion of the Company’s management, the ultimate resolution of any contingencies that may arise from this litigation is not approving, and therefore was not providing, a dividend forconsidered material in relation to the Decreasing Term to 95 policies. On November 22, 2013, three individuals who owned Decreasing Term to 95 policies filed a Petition infinancial position or results of operations of the Circuit Court of Greene County, Missouri asserting claims against FBLIC relating to FBLIC’s decision to not provide a dividend under the Decreasing Term to 95 policies.Company.

 


55

On June 18, 2015, plaintiffs filed an amended petition. Like the original Petition, the amended Petition asserts claims for breach of contract and anticipatory breach of contract, and alleges that FBLIC breached, and will anticipatorily breach, the Decreasing Term to 95 policies of insurance by not providing a dividend sufficient to purchase a one year term life insurance policy which would keep the death benefit under the Decreasing Term to 95 policies the same as that provided during the first year of coverage under the policy. It also asserts claims for negligent misrepresentation, fraud, and violation of the Missouri Merchandising Practices Act (“MMPA”). It alleges that during its sale of the Decreasing Term to 95 policies, FBLIC represented that the owners of these policies would always be entitled to dividends to purchase a one-year term life insurance policy and that the owners would have a level death benefit without an increase in premium.

The main difference between the original Petition and the amended Petition is that the amended Petition also seeks equitable relief based on two new theories: that the Decreasing Term to 95 policies should be reformed so that they will provide a level death benefit for a level premium payment until the policyholder reaches 95 years of age; and alternatively, Count VIII of the amended Petition asks the Court to (1) find that the dividend provisions in the Decreasing Term to 95 policies violate Missouri law, specifically, § 376.360 RSMo.; (2) order that the policies are void ab initio; and (3) order that FBLIC return all premiums collected under these policies. In addition, as part of the MMPA claim, plaintiffs are now alleging that FBLIC undertook a fraudulent scheme to sell the Decreasing Term to 95 policies as a level premium for level benefit even though FBLIC never intended to pay dividends for the life of the policies and that part of this alleged fraudulent scheme included having a dividend option which is not allowed under Missouri law. FBLIC denies the allegations in the amended Petition and will continue to defend against them.

On February 1, 2016, the plaintiffs asked that the Court certify the case as a class action. With their motion, Plaintiffs filed an affidavit from an actuary stating the opinion that FBLIC has collected at least $2,548,939 in premiums on the Decreasing Term to 95 policies. This presumably is the amount that Plaintiffs will seek to be refunded to policyholders if the policies are declared void. FBLIC opposed the request for class certification. On July 21, 2016, the Court certified three classes to maintain the claims for breach of contract, anticipatory breach of contract, violation of the MMPA, reformation, and to void the Decreasing Term to 95 policies.

On August 1, 2016, FBLIC filed a Petition for Leave to Appeal with the Missouri Court of Appeals, Southern District asking for permission to appeal the Court’s class certification. The Petition for Leave to Appeal was denied. FBLIC intends to defend vigorously against the class and individual allegations. The Company is unable to determine the potential magnitude of the claims in the event of a final certification and the plaintiffs prevailing on this substantive action. The trial in this case will be before a judge and is scheduled to begin on November 27, 2017.

On May 13, 2015, FBLIC filed a Counterclaim against Doyle Nimmo seeking indemnity and seeking damages for breach of fiduciary duty in the event FBLIC is liable under Plaintiffs’ underlying claims. In addition, on April 29, 2015, TLIC filed a lawsuit against Doyle Nimmo and Michael Teel alleging that they were liable for violations of federal and state securities laws for failing to disclose information relating to the Decreasing Term to 95 policies. This lawsuit is currently pending in the District Court for the Western District of Missouri (hereinafter the “Federal Lawsuit”). No claims have been made against TLIC in the Federal Lawsuit. The Federal Lawsuit has been stayed pending resolution of the lawsuit against FBLIC in the Circuit Court of Greene County, Missouri.

On September 28, 2015, Doyle Nimmo filed a Third-Party Petition for Declaratory Judgment (and Other Relief) against FBLIC. In this Third-Party Petition, Doyle Nimmo, a former director for FBLIC, seeks a declaratory judgment that the corporate by-laws of FBLIC require FBLIC to indemnify him for attorney’s fees, judgments, costs, fines, and amounts paid in defense of both the Counterclaim and the Federal Lawsuit and seeks a monetary judgment for the amounts expended by Doyle Nimmo in such defense. Prior to Doyle Nimmo’s filing of the Third-Party Petition, FBLIC’s Board of Directors executed a Unanimous Written Consent in Lieu of a Special Meeting in which it denied Doyle Nimmo’s tender of defense and request for indemnification finding Mr. Nimmo did not meet the applicable standard of conduct for indemnification under Missouri law.

Doyle Nimmo subsequently submitted a claim and tendered the defense of these claims to Utica Mutual Insurance Company under a policy providing Insurance Agents and Brokers Errors and Omissions Liability coverage. On November 4, 2015, Utica Mutual Insurance Company filed a lawsuit against Doyle Nimmo and other interested parties, including FBLIC and TLIC. The lawsuit was pending in the District Court for the Western District of Missouri and asked the Court to determine whether the Errors and Omissions policy provides coverage for the lawsuits filed against Doyle Nimmo. Utica Mutual Insurance Company did not seek a monetary judgment against FBLIC or TLIC.



On June 14, 2017, FBLIC and Doyle Nimmo executed a settlement to dismiss with prejudice all claims, causes of action and demands between them arising out of or in any way relating to the transactions and occurrences connected to the legal proceedings described above. The settlement proceeds included payments of $90,000 to FBLIC by Utica Mutual Insurance Company and $10,000 to FBLIC by Doyle Nimmo. The settlement also included an agreement whereby FBLIC and Doyle Nimmo bore exclusive liability for payment of their respective attorneys’ fees, lawsuit expenses, expert consulting fees and taxable costs of court incurred in connection with prosecution and/or defense of the claims, causes of action and demands related to the legal proceedings described above.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

None

 

Item 5. Other Information

 

None

 

Item 6.Exhibits

 

31.1

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

 

31.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

 

32.1

Section 1350 Certification of Principal Executive Officer

 

32.2

Section 1350 Certification of Principal Financial Officer

 

101.INS**

XBRL Instance

 

101.SCH**

XBRL Taxonomy Extension Schema

 

101.CAL**

XBRL Taxonomy Extension Calculation

 

101.DEF**

XBRL Taxonomy Extension Definition

 

101.LAB**

XBRL Taxonomy Extension Labels

 

101.PRE**

XBRL Taxonomy Extension Presentation

 

**XBRL

Information is furnished and not filed as part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 


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SIGNATURES

 

In accordance with requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

FIRST TRINITY FINANCIAL CORPORATION 

an Oklahoma corporation

 

 

 

 

 

 

 

 

November 9, 2017 May 15, 2020

By:

/s/ Gregg E. Zahn

 

 

 

Gregg E. Zahn, President and Chief Executive Officer

 

    

November 9, 2017

May 15, 2020By:/s/ Jeffrey J. Wood 
  Jeffrey J. Wood, ChiefChief Financial Officer
 

    

70

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