United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange act of 1934 |
For the quarterly period ended September 30, 2018
[ ] | 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’s classes of common equity, as of the latest practicable date: Common stock .01 par value as of November 9, 2018: 7,802,593 shares
FIRST TRINITY FINANCIAL CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION | Page Number |
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Item 1. Consolidated Financial Statements | |
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Consolidated Statements of Financial Position as of September 30, 2018 (Unaudited) and December 31, 2017 | 3 |
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Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017 (Unaudited) | 4 |
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Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2018 and 2017 (Unaudited) | 5 |
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Consolidated Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2018 and 2017 (Unaudited) | 6 |
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Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 (Unaudited) | 7 |
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Notes to Consolidated Financial Statements (Unaudited) | 9 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 35 |
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Item 4. Controls and Procedures | 67 |
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Part II. OTHER INFORMATION | |
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Item 1. Legal Proceedings | 67 |
| |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 68 |
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Item 3. Defaults upon Senior Securities | 68 |
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Item 4. Mine Safety Disclosures | 68 |
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Item 5. Other Information | 68 |
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Item 6. Exhibits | 68 |
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Signatures | 69 |
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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 | |
PART I – FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
First Trinity Financial Corporation and Subsidiaries |
Consolidated Statements of Financial Position |
| | (Unaudited) | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Available-for-sale fixed maturity securities at fair value (amortized cost: $134,551,407 and $143,621,947 as of September 30, 2018 and December 31, 2017, respectively) | | $ | 132,839,018 | | | $ | 149,683,139 | |
Available-for-sale preferred stock at fair value (cost: $99,945 as of September 30, 2018 and December 31, 2017) | | | 98,180 | | | | 100,720 | |
Equity securities (available-for-sale in 2017) at fair value (cost: $185,655 and $502,919 as of September 30, 2018 and December 31, 2017, respectively) | | | 201,383 | | | | 571,427 | |
Mortgage loans on real estate | | | 121,505,716 | | | | 102,496,451 | |
Investment real estate | | | 2,442,440 | | | | 2,382,966 | |
Policy loans | | | 1,755,270 | | | | 1,660,175 | |
Short-term investments | | | 135,963 | | | | 547,969 | |
Other long-term investments | | | 58,255,713 | | | | 55,814,583 | |
Total investments | | | 317,233,683 | | | | 313,257,430 | |
Cash and cash equivalents | | | 29,913,662 | | | | 31,496,159 | |
Accrued investment income | | | 2,727,777 | | | | 2,544,963 | |
Recoverable from reinsurers | | | 1,775,081 | | | | 1,340,700 | |
Assets held in trust under coinsurance agreement | | | 15,831,355 | | | | - | |
Agents' balances and due premiums | | | 1,517,547 | | | | 1,485,305 | |
Deferred policy acquisition costs | | | 28,172,290 | | | | 24,555,902 | |
Value of insurance business acquired | | | 5,271,221 | | | | 5,526,645 | |
Other assets | | | 11,956,822 | | | | 10,920,570 | |
Total assets | | $ | 414,399,438 | | | $ | 391,127,674 | |
| | | | | | | | |
Liabilities and Shareholders' Equity | | | | | | | | |
Policy liabilities | | | | | | | | |
Policyholders' account balances | | $ | 294,738,874 | | | $ | 292,909,762 | |
Future policy benefits | | | 54,316,902 | | | | 49,663,099 | |
Policy claims | | | 1,030,040 | | | | 1,148,513 | |
Other policy liabilities | | | 68,331 | | | | 68,490 | |
Total policy liabilities | | | 350,154,147 | | | | 343,789,864 | |
Funds withheld under coinsurance agreement | | | 18,720,257 | | | | - | |
Deferred federal income taxes | | | 2,398,299 | | | | 2,961,929 | |
Other liabilities | | | 4,034,342 | | | | 3,123,702 | |
Total liabilities | | | 375,307,045 | | | | 349,875,495 | |
Shareholders' equity | | | | | | | | |
Common stock, par value $.01 per share (20,000,000 shares authorized, 8,050,173 issued as of September 30, 2018 and December 31, 2017 and 7,802,593 outstanding as of September 30, 2018 and December 31, 2017) | | | 80,502 | | | | 80,502 | |
Additional paid-in capital | | | 28,684,598 | | | | 28,684,598 | |
Treasury stock, at cost (247,580 shares as of September 30, 2018 and December 31, 2017) | | | (893,947 | ) | | | (893,947 | ) |
Accumulated other comprehensive income (loss) | | | (1,331,860 | ) | | | 4,760,951 | |
Accumulated earnings | | | 12,553,100 | | | | 8,620,075 | |
Total shareholders' equity | | | 39,092,393 | | | | 41,252,179 | |
Total liabilities and shareholders' equity | | $ | 414,399,438 | | | $ | 391,127,674 | |
See notes to consolidated financial statements (unaudited).
First Trinity Financial Corporation and Subsidiaries |
Consolidated Statements of Operations |
(Unaudited) |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Revenues | | | | | | | | | | | | | | | | |
Premiums | | $ | 4,701,250 | | | $ | 4,058,629 | | | $ | 13,760,857 | | | $ | 11,560,664 | |
Net investment income | | | 4,979,031 | | | | 4,631,892 | | | | 14,701,414 | | | | 12,296,827 | |
Net realized investment gains (losses) | | | 245,059 | | | | (3,486 | ) | | | 269,531 | | | | 254,108 | |
Loss on other-than-temporary impairments | | | - | | | | - | | | | - | | | | (224,250 | ) |
Service fees | | | 66,474 | | | | 3,560 | | | | 300,035 | | | | 10,849 | |
Other income | | | 11,977 | | | | 21,689 | | | | 58,149 | | | | 81,527 | |
Total revenues | | | 10,003,791 | | | | 8,712,284 | | | | 29,089,986 | | | | 23,979,725 | |
Benefits, Claims and Expenses | | | | | | | | | | | | | | | | |
Benefits and claims | | | | | | | | | | | | | | | | |
Increase in future policy benefits | | | 1,719,073 | | | | 1,291,943 | | | | 4,684,724 | | | | 3,733,907 | |
Death benefits | | | 876,629 | | | | 1,310,697 | | | | 3,963,815 | | | | 3,744,278 | |
Surrenders | | | 203,287 | | | | 186,202 | | | | 666,128 | | | | 717,790 | |
Interest credited to policyholders | | | 2,329,858 | | | | 2,293,419 | | | | 6,941,291 | | | | 6,530,403 | |
Dividend, endowment and supplementary life contract benefits | | | 64,339 | | | | 68,492 | | | | 197,034 | | | | 200,260 | |
Total benefits and claims | | | 5,193,186 | | | | 5,150,753 | | | | 16,452,992 | | | | 14,926,638 | |
Policy acquisition costs deferred | | | (1,673,638 | ) | | | (2,369,432 | ) | | | (6,162,096 | ) | | | (7,370,469 | ) |
Amortization of deferred policy acquisition costs | | | 682,295 | | | | 890,135 | | | | 2,677,918 | | | | 2,318,277 | |
Amortization of value of insurance business acquired | | | 83,935 | | | | 88,625 | | | | 255,424 | | | | 298,089 | |
Commissions | | | 1,934,194 | | | | 2,051,910 | | | | 5,963,852 | | | | 6,641,883 | |
Other underwriting, insurance and acquisition expenses | | | 1,849,373 | | | | 1,362,524 | | | | 4,981,401 | | | | 4,588,947 | |
Total expenses | | | 2,876,159 | | | | 2,023,762 | | | | 7,716,499 | | | | 6,476,727 | |
Total benefits, claims and expenses | | | 8,069,345 | | | | 7,174,515 | | | | 24,169,491 | | | | 21,403,365 | |
Income before total federal income tax expense (benefit) | | | 1,934,446 | | | | 1,537,769 | | | | 4,920,495 | | | | 2,576,360 | |
Current federal income tax expense (benefit) | | | - | | | | (1,320 | ) | | | - | | | | 18,589 | |
Deferred federal income tax expense | | | 409,687 | | | | 294,437 | | | | 1,055,978 | | | | 501,597 | |
Total federal income tax expense | | | 409,687 | | | | 293,117 | | | | 1,055,978 | | | | 520,186 | |
Net income | | $ | 1,524,759 | | | $ | 1,244,652 | | | $ | 3,864,517 | | | $ | 2,056,174 | |
Net income per common share basic and diluted | | $ | 0.20 | | | $ | 0.16 | | | $ | 0.50 | | | $ | 0.26 | |
See notes to consolidated financial statements (unaudited).
First Trinity Financial Corporation and Subsidiaries |
Consolidated Statements of Comprehensive Income (Loss) |
(Unaudited) |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Net income | | $ | 1,524,759 | | | $ | 1,244,652 | | | $ | 3,864,517 | | | $ | 2,056,174 | |
Other comprehensive income (loss) | | | | | | | | | | | | | | | | |
Total net unrealized investment gains (losses) arising during the period | | | (717,379 | ) | | | 703,274 | | | | (7,531,191 | ) | | | 4,423,541 | |
Cumulative effect, adoption of accounting guidance for equity securities | | | - | | | | - | | | | (68,508 | ) | | | - | |
Less net realized investment gains (losses) having no credit losses | | | 205,453 | | | | (3,486 | ) | | | 244,930 | | | | (36,799 | ) |
Net unrealized investment gains (losses) | | | (922,832 | ) | | | 706,760 | | | | (7,844,629 | ) | | | 4,460,340 | |
Less adjustment to deferred acquisition costs | | | (14,204 | ) | | | 10,532 | | | | (132,210 | ) | | | 79,810 | |
Other comprehensive income (loss) before federal income tax expense | | | (908,628 | ) | | | 696,228 | | | | (7,712,419 | ) | | | 4,380,530 | |
Federal income tax expense (benefit) | | | (190,813 | ) | | | 139,246 | | | | (1,619,608 | ) | | | 876,107 | |
Total other comprehensive income (loss) | | | (717,815 | ) | | | 556,982 | | | | (6,092,811 | ) | | | 3,504,423 | |
Total comprehensive income (loss) | | $ | 806,944 | | | $ | 1,801,634 | | | $ | (2,228,294 | ) | | $ | 5,560,597 | |
See notes to consolidated financial statements (unaudited).
First Trinity Financial Corporation and Subsidiaries |
Consolidated Statements of Changes in Shareholders' Equity |
Nine Months Ended September 30, 2018 and 2017 |
(Unaudited) |
| | | | | | | | | | | | | | Accumulated | | | | | | | | | |
| | Common | | | Additional | | | | | | | Other | | | | | | | Total | |
| | Stock | | | Paid-in | | | Treasury | | | Comprehensive | | | Accumulated | | | Shareholders' | |
| | $.01 Par Value | | | Capital | | | Stock | | | Income (Loss) | | | Earnings | | | Equity | |
Balance as of January 1, 2017 | | $ | 80,502 | | | $ | 28,684,598 | | | $ | (893,947 | ) | | $ | 818,676 | | | $ | 7,590,446 | | | $ | 36,280,275 | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | - | | | | - | | | | - | | | | - | | | | 2,056,174 | | | | 2,056,174 | |
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 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of January 1, 2018 | | $ | 80,502 | | | $ | 28,684,598 | | | $ | (893,947 | ) | | $ | 4,760,951 | | | $ | 8,620,075 | | | $ | 41,252,179 | |
Comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | - | | | | - | | | | - | | | | - | | | | 3,864,517 | | | | 3,864,517 | |
Cumulative effect, adoption of accounting guidance for equity securities | | | - | | | | - | | | | - | | | | - | | | | 68,508 | | | | 68,508 | |
Other comprehensive loss | | | - | | | | - | | | | - | | | | (6,092,811 | ) | | | - | | | | (6,092,811 | ) |
Balance as of September 30, 2018 | | $ | 80,502 | | | $ | 28,684,598 | | | $ | (893,947 | ) | | $ | (1,331,860 | ) | | $ | 12,553,100 | | | $ | 39,092,393 | |
See notes to consolidated financial statements (unaudited).
First Trinity Financial Corporation and Subsidiaries |
Consolidated Statements of Cash Flows |
(Unaudited) |
| | Nine Months Ended September 30, | |
| | 2018 | | | 2017 | |
Operating activities | | | | | | | | |
Net income | | $ | 3,864,517 | | | $ | 2,056,174 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Provision for depreciation | | | 109,116 | | | | 109,435 | |
Accretion of discount on investments | | | (2,951,473 | ) | | | (2,298,768 | ) |
Net realized investment gains | | | (269,531 | ) | | | (254,108 | ) |
Loss on other-than-temporary impairment | | | - | | | | 224,250 | |
Amortization of policy acquisition cost | | | 2,677,918 | | | | 2,318,277 | |
Policy acquisition cost deferred | | | (6,162,096 | ) | | | (7,370,469 | ) |
Amortization of loan origination fees | | | 32,376 | | | | 44,351 | |
Amortization of value of insurance business acquired | | | 255,424 | | | | 298,089 | |
Allowance for mortgage loan losses | | | 61,083 | | | | 105,024 | |
Provision for deferred federal income tax expense | | | 1,055,978 | | | | 501,597 | |
Interest credited to policyholders | | | 6,941,291 | | | | 6,530,403 | |
Change in assets and liabilities: | | | | | | | | |
Policy loans | | | (95,095 | ) | | | (28,655 | ) |
Short-term investments | | | 412,006 | | | | - | |
Accrued investment income | | | (182,814 | ) | | | (441,475 | ) |
Recoverable from reinsurers | | | (434,381 | ) | | | 101,829 | |
Assets held in trust under coinsurance agreement | | | (15,831,355 | ) | | | - | |
Agents' balances and due premiums | | | (32,242 | ) | | | (183,349 | ) |
Other assets (excludes depreciation of $320 in 2017 and change in receivable for securities sold of ($185,389) and $5,738,274 in 2018 and 2017, respectively) | | | (850,863 | ) | | | (939,617 | ) |
Future policy benefits | | | 4,653,803 | | | | 3,736,262 | |
Policy claims | | | (118,473 | ) | | | 29,307 | |
Other policy liabilities | | | (159 | ) | | | 20,633 | |
Other liabilities (excludes change in payable for securities purchased of $142,361 and ($57,976) in 2018 and 2017, respectively) | | | 768,279 | | | | (4,144,719 | ) |
Net cash provided by (used in) operating activities | | | (6,096,691 | ) | | | 414,471 | |
| | | | | | | | |
Investing activities | | | | | | | | |
Purchases of fixed maturity securities | | | (11,958,357 | ) | | | (32,830,057 | ) |
Maturities of fixed maturity securities | | | 4,876,000 | | | | 6,762,000 | |
Sales of fixed maturity securities | | | 15,933,074 | | | | 10,378,173 | |
Purchases of equity securities | | | (53,828 | ) | | | (2,832 | ) |
Sales of equity securities | | | 361,947 | | | | - | |
Joint venture distributions | | | 34,877 | | | | - | |
Purchases of mortgage loans | | | (47,077,889 | ) | | | (44,857,137 | ) |
Payments on mortgage loans | | | 28,034,586 | | | | 16,129,739 | |
Purchases of other long-term investments | | | (6,068,995 | ) | | | (14,036,084 | ) |
Payments on other long-term investments | | | 6,606,259 | | | | 5,863,095 | |
Sale on other long-term investments | | | - | | | | 792,012 | |
Sale of real estate | | | 261,470 | | | | 190,084 | |
Net change in receivable and payable for securities sold and purchased | | | (43,028 | ) | | | 5,680,298 | |
Net cash used in investing activities | | | (9,093,884 | ) | | | (45,930,709 | ) |
| | | | | | | | |
Financing activities | | | | | | | | |
Policyholders' account deposits | | | 35,533,959 | | | | 54,296,750 | |
Policyholders' account withdrawals | | | (21,925,881 | ) | | | (14,044,954 | ) |
Net cash provided by financing activities | | | 13,608,078 | | | | 40,251,796 | |
| | | | | | | | |
Decrease in cash | | | (1,582,497 | ) | | | (5,264,442 | ) |
Cash and cash equivalents, beginning of period | | | 31,496,159 | | | | 34,223,945 | |
Cash and cash equivalents, end of period | | $ | 29,913,662 | | | $ | 28,959,503 | |
See notes to consolidated financial statements (unaudited).
First Trinity Financial Corporation and Subsidiaries
Consolidated Statements of Cash Flows (continued)
Supplemental Disclosure – Cash and Non-Cash Impact on Investing Activities
(Unaudited)
During 2017 the Company reclassified an available-for-sale fixed maturity security totaling $729,737 to other long-term investments as recent third party information indicated the security does not qualify for available-for-sale treatment.
In connection with this transfer, 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 investments | | | (729,737 | ) |
Net cash used in investing activities | | $ | - | |
During 2018 and 2017, the Company foreclosed on residential mortgage loans of real estate totaling $378,411 and $142,455 respectively, and transferred those properties to investment real estate that are now held for sale.
In connection with these foreclosures, the non-cash impact on investing activities is summarized as follows:
| | Nine Months Ended | | | Nine Months Ended | |
| | September 30, 2018 | | | September 30, 2017 | |
Reduction in mortgage loans due to foreclosure | | $ | 378,411 | | | $ | 142,455 | |
Investment real estate held-for-sale acquired through foreclosure | | | (378,411 | ) | | | (142,455 | ) |
Net cash used in investing activities | | $ | - | | | $ | - | |
See notes to consolidated financial statements (unaudited).
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
1. Organization and Significant Accounting Policies
Nature of Operations
First Trinity Financial Corporation (the “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”). 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. 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 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, Nebraska, North Dakota, Ohio, Oklahoma and Texas. FBLIC is licensed in the states of Alabama, Arizona, Arkansas, Colorado, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Michigan, Mississippi, Missouri, 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 incorporated 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.
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, 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.
The Company has also 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 Corporation (“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 cost associated with the acquisition of $195,234. The acquisition of FLAC was financed with the working capital of FTFC.
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’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, 2018
(Unaudited)
1. Organization and Significant Accounting Policies (continued)
On December 28, 2011, TLIC acquired 100% of the outstanding common stock of FBLIC from FBLIC’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 and assumed liabilities of $3,055,916.
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 nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ended December 31, 2018 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 financial statements and notes thereto included in the Company's report on Form 10-K for the year ended December 31, 2017.
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.
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.
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.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
1. Organization and Significant Accounting Policies (continued)
Subsequent Events
Management has evaluated all events subsequent to September 30, 2018 through the date that these financial statements have been issued and reports the following subsequent event.
On November 8, 2018, the company executed a $1.5 million line of credit with a bank to provide working capital and funds for expansion. The terms of the line of credit allowed for advances, repayments and re-borrowings through a maturity date of October 31, 2019. 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.
Recent Accounting Pronouncements
Revenue from Contracts with Customers
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 recognition by one year to the quarter ending March 31, 2018. The adoption of this guidance did not have a material effect on the Company’s result of operations, financial position or liquidity.
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 was 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 adoption of this guidance did not have a material effect on the Company’s result of operations, financial position or liquidity.
Leases
In February 2016, the FASB issued updated guidance regarding leases that generally requires the lessee and lessor 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).
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
1. Organization and Significant Accounting Policies (continued)
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 required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimal rental payments that were tracked and disclosed under previous U.S. GAAP. The updated guidance may be applied using a modified retrospective approach effective for annual and interim periods beginning after December 15, 2018. In July 2018, the FASB issued updated guidance (Accounting Standards Update 2018-11) that provides entities with an additional (and optional) transition method to adopt the new standard on leases. Under this new transition method, an entity initially applies the new standard on leases at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new standard on leases will continue to be in accordance with current GAAP (Topic 840, Leases). An entity that elects this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840. The Company expects to adopt this guidance in January 2019. The adoption of this guidance is not expected to 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 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. mortgage loans and reinsurance amounts recoverable) 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’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 is effective for reporting periods beginning after December 15, 2019. Early adoption is permitted for reporting periods beginning after December 15, 2018. Based on the financial instruments currently held by the Company, the Company expects 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 be 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.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
1. Organization and Significant Accounting Policies (continued)
Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments
In August 2016, the FASB issued specific 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. 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 did not have a material effect on the Company’s cash flows statement.
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 did not 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 did not 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, 2019, 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.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
1. Organization and Significant Accounting Policies (continued)
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 did 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 did not have a material effect on the Company’s results of operations, financial position or liquidity.
Target Improvement to Accounting for Hedging Activities
In August 2017, the FASB issued updated authoritative guidance for the application of hedge accounting. The updated guidance updates certain recognition and measurement requirements for hedge accounting. The objective of the guidance is to more closely align the economics of a company’s risk management activities in its financial results and reduce the complexity of applying hedge accounting. The updates include the expansion of hedging strategies that are eligible for hedge accounting, elimination of the separate measurement and reporting of hedge ineffectiveness, presentation of the changes in the fair value of the hedging instrument in the same consolidated statement of operations line as the earnings effect of the hedged item and simplification of hedge effectiveness assessments. This guidance also includes new disclosures and will be applied using a modified retrospective approach by recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption.
The updated guidance is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted for reporting periods beginning before December 15, 2018. The Company does not currently and does not intend to participate in hedging activities and there is therefore no impact on the Company’s results of operations, financial position or liquidity. This pronouncement would be adopted if the Company begins to participate in hedging activities in the future.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
On February 14, 2018, the FASB issued updated guidance that allows a reclassification of the stranded tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017. Current guidance requires the effect of a change in tax laws or rates on deferred tax balances to be reported in income from continuing operations in the accounting period that includes the period of enactment, even if the related income tax effects were originally charged or credited directly to accumulated other comprehensive income. The amount of the reclassification would include the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of the enactment of the Tax Cuts and Jobs Act of 2017 related to items in accumulated other comprehensive income. The updated guidance is effective for reporting periods beginning after December 15, 2018 and is to be applied retrospectively to each period in which the effect of the Tax Cuts and Jobs Act of 2017 related to items remaining in accumulated other comprehensive income are recognized or at the beginning of the period of adoption. Early adoption is permitted. The Company adopted the updated guidance effective December 31, 2017. The adoption of this guidance did not have a material effect on the Company’s result of operations, financial position or liquidity.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
1. Organization and Significant Accounting Policies (continued)
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
In August 2018, the FASB issued updated guidance to align the accounting for implementation costs incurred in a software hosting arrangement (i.e., a cloud computing arrangement) that is a service contract with the guidance for capitalizing implementation costs incurred to develop or obtain internal-use software. Accordingly, the updated guidance requires an entity to determine the stage of a project that the implementation activity relates to and the nature of the associated costs in order to determine whether those costs should be expensed as incurred or capitalized. The updated guidance also requires the entity to amortize the capitalized implementation costs as an expense over the term of the hosting arrangement.
The updated guidance is effective for reporting periods beginning after December 15, 2019. 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.
Targeted Improvements to the Accounting for Long-Duration Contracts
In August 2018, the FASB also issued updated guidance 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 rollforwards 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 is effective for reporting periods beginning after December 15, 2020. 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. Based on the long-duration contracts currently held by the Company, the Company expects 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 be 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 long-term contracts held by the Company and the economic conditions at that time.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
2. Investments
Investments in fixed maturity and preferred stock available-for-sale and equity securities as of September 30, 2018 and December 31, 2017 are summarized as follows:
| | | | | | Gross | | | Gross | | | | | |
| | Amortized Cost | | | Unrealized | | | Unrealized | | | Fair | |
| | or Cost | | | Gains | | | Losses | | | Value | |
| | September 30, 2018 (Unaudited) | |
Fixed maturity securities | | | | | | | | | | | | | | | | |
U.S. government and U.S. government agencies | | $ | 2,979,866 | | | $ | 9,761 | | | $ | 119,300 | | | $ | 2,870,327 | |
States and political subdivisions | | | 9,314,448 | | | | 101,294 | | | | 61,109 | | | | 9,354,633 | |
Residential mortgage-backed securities | | | 24,918 | | | | 31,552 | | | | - | | | | 56,470 | |
Corporate bonds | | | 101,310,347 | | | | 955,437 | | | | 2,081,931 | | | | 100,183,853 | |
Asset-backed | | | 253,676 | | | | 1,462 | | | | - | | | | 255,138 | |
Foreign bonds | | | 20,668,152 | | | | 83,698 | | | | 633,253 | | | | 20,118,597 | |
Total fixed maturity securities | | | 134,551,407 | | | | 1,183,204 | | | | 2,895,593 | | | | 132,839,018 | |
| | | | | | | | | | | | | | | | |
Preferred stock | | | 99,945 | | | | 95 | | | | 1,860 | | | | 98,180 | |
| | | | | | | | | | | | | | | | |
Equity securities | | | | | | | | | | | | | | | | |
Mutual funds | | | 91,981 | | | | - | | | | 15,245 | | | | 76,736 | |
Corporate common stock | | | 93,674 | | | | 30,973 | | | | - | | | | 124,647 | |
Total equity securities | | | 185,655 | | | | 30,973 | | | | 15,245 | | | | 201,383 | |
| | | | | | | | | | | | | | | | |
Total fixed maturity, preferred stock and equity securities | | $ | 134,837,007 | | | $ | 1,214,272 | | | $ | 2,912,698 | | | $ | 133,138,581 | |
| | December 31, 2017 | |
Fixed maturity securities | | | | | | | | | | | | | | | | |
U.S. government and U.S. government agencies | | $ | 2,989,688 | | | $ | 48,720 | | | $ | 65,341 | | | $ | 2,973,067 | |
States and political subdivisions | | | 9,368,393 | | | | 337,442 | | | | 20,148 | | | | 9,685,687 | |
Residential mortgage-backed securities | | | 29,573 | | | | 41,736 | | | | - | | | | 71,309 | |
Corporate bonds | | | 109,340,273 | | | | 5,248,291 | | | | 491,556 | | | | 114,097,008 | |
Foreign bonds | | | 21,894,020 | | | | 1,134,999 | | | | 172,951 | | | | 22,856,068 | |
Total fixed maturity securities | | | 143,621,947 | | | | 6,811,188 | | | | 749,996 | | | | 149,683,139 | |
| | | | | | | | | | | | | | | | |
Preferred stock | | | 99,945 | | | | 775 | | | | - | | | | 100,720 | |
| | | | | | | | | | | | | | | | |
Equity securities | | | | | | | | | | | | | | | | |
Mutual funds | | | 347,942 | | | | 1,124 | | | | - | | | | 349,066 | |
Corporate common stock | | | 154,977 | | | | 67,384 | | | | - | | | | 222,361 | |
Total equity securities | | | 502,919 | | | | 68,508 | | | | - | | | | 571,427 | |
| | | | | | | | | | | | | | | | |
Total fixed maturity, preferred stock and equity securities | | $ | 144,224,811 | | | $ | 6,880,471 | | | $ | 749,996 | | | $ | 150,355,286 | |
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
2. Investments (continued)
All 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, 2018 and December 31, 2017 are summarized as follows:
| | | | | | Unrealized | | | Number of | |
| | Fair Value | | | Loss | | | Securities | |
| | September 30, 2018 (Unaudited) | |
Fixed maturity securities | | | | | | | | | | | | |
Less than 12 months in an unrealized loss position | | | | | | | | | | | | |
U.S. government and U.S. government agencies | | $ | 119,951 | | | $ | 5,098 | | | | 1 | |
States and political subdivisions | | | 2,824,688 | | | | 25,056 | | | | 18 | |
Corporate bonds | | | 57,136,200 | | | | 1,697,585 | | | | 211 | |
Foreign bonds | | | 13,757,533 | | | | 538,846 | | | | 48 | |
Total less than 12 months in an unrealized loss position | | | 73,838,372 | | | | 2,266,585 | | | | 278 | |
More than 12 months in an unrealized loss position | | | | | | | | | | | | |
U.S. government and U.S. government agencies | | | 1,440,760 | | | | 114,202 | | | | 5 | |
States and political subdivisions | | | 509,217 | | | | 36,053 | | | | 4 | |
Corporate bonds | | | 3,686,822 | | | | 384,346 | | | | 16 | |
Foreign bonds | | | 639,015 | | | | 94,407 | | | | 2 | |
Total more than 12 months in an unrealized loss position | | | 6,275,814 | | | | 629,008 | | | | 27 | |
Total fixed maturity securities in an unrealized loss position | | | 80,114,186 | | | | 2,895,593 | | | | 305 | |
| | | | | | | | | | | | |
Preferred stock, less than 12 months in an unrealized loss position | | | 48,140 | | | | 1,860 | | | | 1 | |
| | | | | | | | | | | | |
Equity securities (mutual funds), less than 12 months in an unrealized loss position | | | 76,736 | | | | 15,245 | | | | 1 | |
| | | | | | | | | | | | |
Total fixed maturity, preferred stock and equity securities in an unrealized loss position | | $ | 80,239,062 | | | $ | 2,912,698 | | | $ | 307 | |
| | December 31, 2017 | |
Fixed maturity securities | | | | | | | | | | | | |
Less than 12 months in an unrealized loss position | | | | | | | | | | | | |
U.S. government and U.S. government agencies | | $ | 326,163 | | | $ | 3,897 | | | | 2 | |
States and political subdivisions | | | 608,342 | | | | 6,889 | | | | 3 | |
Corporate bonds | | | 5,995,898 | | | | 130,337 | | | | 23 | |
Foreign bonds | | | 2,061,178 | | | | 98,520 | | | | 7 | |
Total less than 12 months in an unrealized loss position | | | 8,991,581 | | | | 239,643 | | | | 35 | |
More than 12 months in an unrealized loss position | | | | | | | | | | | | |
U.S. government and U.S. government agencies | | | 1,338,617 | | | | 61,444 | | | | 5 | |
States and political subdivisions | | | 579,008 | | | | 13,259 | | | | 4 | |
Corporate bonds | | | 5,139,898 | | | | 361,219 | | | | 20 | |
Foreign bonds | | | 501,875 | | | | 74,431 | | | | 3 | |
Total more than 12 months in an unrealized loss position | | | 7,559,398 | | | | 510,353 | | | | 32 | |
Total fixed maturity securities in an unrealized loss position | | $ | 16,550,979 | | | $ | 749,996 | | | $ | 67 | |
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
2. Investments (continued)
As of September 30, 2018, the Company held 305 available-for-sale fixed maturity securities with an unrealized loss of $2,895,593, fair value of $80,114,186 and amortized cost of $83,009,779. These unrealized losses were primarily due to market interest rate movements in the bond market as of September 30, 2018. The ratio of the fair value to the amortized cost of these 305 securities is 97%.
As of December 31, 2017, the Company held 67 available-for-sale fixed maturity securities with an unrealized loss of $749,996, fair value of $16,550,979 and amortized cost of $17,300,975. These unrealized losses were primarily due to market interest rate movements in the bond market as of December 31, 2017. The ratio of the fair value to the amortized cost of these 67 securities is 96%.
As of September 30, 2018, the Company held one preferred stock with an unrealized loss of $1,860, fair value of $48,140 and cost of $50,000. The ratio of fair value to cost of this preferred stock is 96%.
As of September 30, 2018, the Company held one equity security with an unrealized loss of $15,245, fair value of $76,736 and cost of $91,981. The ratio of fair value to cost of this security is 83%.
As of December 31, 2017, the Company had no equity securities and preferred stock with unrealized losses.
Fixed maturity securities were 96% and 93% investment grade as rated by Standard & Poor’s as of September 30, 2018 and December 31, 2017, respectively.
The Company’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 recorded 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 for the three and nine months ended September 30, 2018 and the year ended December 31, 2017.
Management believes that the Company will fully recover its cost basis in the securities held as of September 30, 2018, 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.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
2. Investments (continued)
Net unrealized gains (losses) included in other comprehensive income for investments classified as available-for-sale, net of the effect of deferred income taxes and deferred acquisition costs assuming that the appreciation had been realized as of September 30, 2018 and December 31, 2017, are summarized as follows:
| | (Unaudited) | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Unrealized appreciation (depreciation) on available-for-sale securities | | $ | (1,714,154 | ) | | $ | 6,130,475 | |
Adjustment to deferred acquisition costs | | | 28,255 | | | | (103,955 | ) |
Deferred income taxes | | | 354,039 | | | | (1,265,569 | ) |
Net unrealized appreciation (depreciation) on available-for-sale securities | | $ | (1,331,860 | ) | | $ | 4,760,951 | |
The Company’s investment in lottery prize cash flows categorized as other long-term investments in the statement of financial position was $58,255,713 and $55,814,583 as of September 30, 2018 and December 31, 2017, 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, 2018, by contractual maturity, are summarized as follows:
| | September 30, 2018 (Unaudited) | |
| | Fixed Maturity Available-For-Sale Securities | | | Other Long-Term Investments | |
| | Amortized Cost | | | Fair Value | | | Amortized Cost | | | Fair Value | |
Due in one year or less | | $ | 4,276,974 | | | $ | 4,294,839 | | | $ | 8,397,085 | | | $ | 8,499,751 | |
Due after one year through five years | | | 25,798,481 | | | | 25,921,074 | | | | 24,362,037 | | | | 26,306,144 | |
Due after five years through ten years | | | 40,802,369 | | | | 39,975,538 | | | | 16,759,405 | | | | 20,207,607 | |
Due after ten years | | | 63,648,665 | | | | 62,591,097 | | | | 8,737,186 | | | | 13,371,726 | |
Due at multiple maturity dates | | | 24,918 | | | | 56,470 | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
| | $ | 134,551,407 | | | $ | 132,839,018 | | | $ | 58,255,713 | | | $ | 68,385,228 | |
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.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
2. Investments (continued)
Proceeds and gross realized gains (losses) from the sales, calls and maturities of fixed maturity securities available-for-sale, equity securities, investment real estate and other long-term investments for the three and nine months ended September 30, 2018 and 2017 are summarized as follows:
| | Three Months Ended September 30, (Unaudited) | |
| | Fixed Maturity Securities | | | Equity Securities | | | Investment Real Estate | |
| | 2018 | | | 2017 | | | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Proceeds | | $ | 12,320,142 | | | $ | 4,536,924 | | | $ | 346,535 | | | $ | - | | | $ | 206,617 | | | $ | - | |
Gross realized gains | | | 305,883 | | | | 37,337 | | | | 25,683 | | | | - | | | | 52,971 | | | | - | |
Gross realized losses | | | (100,430 | ) | | | (40,823 | ) | | | (58 | ) | | | - | | | | - | | | | - | |
Loss on other-than-temporary impairment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | Three Months Ended September 30, (Unaudited) | |
| | Other Long-Term Investments | |
| | 2018 | | | 2017 | |
Proceeds | | $ | - | | | $ | - | |
Gross realized gains | | | - | | | | - | |
Gross realized losses | | | - | | | | - | |
Loss on other-than-temporary impairment | | | - | | | | - | |
| | Nine Months Ended September 30, (Unaudited) | |
| | Fixed Maturity Securities | | | Equity Securities | | | Investment Real Estate | |
| | 2018 | | | 2017 | | | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Proceeds | | $ | 20,809,074 | | | $ | 17,140,173 | | | $ | 361,947 | | | $ | - | | | $ | 261,470 | | | $ | 190,084 | |
Gross realized gains | | | 386,403 | | | | 564,589 | | | | 25,790 | | | | - | | | | 52,971 | | | | 6,050 | |
Gross realized losses | | | (141,473 | ) | | | (377,138 | ) | | | (58 | ) | | | - | | | | (1,322 | ) | | | (1,668 | ) |
Loss on other-than-temporary impairment | | | - | | | | (224,250 | ) | | | - | | | | - | | | | - | | | | - | |
| | Nine Months Ended September 30, (Unaudited) | |
| | Other Long-Term Investments | |
| | 2018 | | | 2017 | |
Proceeds | | $ | - | | | $ | 792,012 | |
Gross realized gains | | | - | | | | 62,275 | |
Gross realized losses | | | - | | | | - | |
Loss on other-than-temporary impairment | | | - | | | | - | |
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
2. Investments (continued)
The accumulated change in unrealized investment gains (losses) for fixed maturity and preferred stock available-for-sale and equity securities for the three and nine months ended September 30, 2018 and 2017 and the amount of net realized investment gains (losses) on fixed maturity securities available-for-sale, equity securities, investment real estate and other long-term investments for the three and nine months ended September 30, 2018 and 2017 are summarized as follows:
| | Three Months Ended September 30, (Unaudited) | | | Nine Months Ended September 30, (Unaudited) | |
| | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Change in unrealized investment gains (losses): | | | | | | | | | | | | | | | | |
Available-for-sale securities: | | | | | | | | | | | | | | | | |
Fixed maturity securities | | $ | (921,992 | ) | | $ | 694,379 | | | $ | (7,773,581 | ) | | $ | 4,429,221 | |
Preferred stock | | | (840 | ) | | | 82 | | | | (2,540 | ) | | | 5,660 | |
Equity securities | | | - | | | | 12,299 | | | | - | | | | 25,459 | |
| | | | | | | | | | | | | | | | |
Net realized investment gains (losses): | | | | | | | | | | | | | | | | |
Available-for-sale securities: | | | | | | | | | | | | | | | | |
Fixed maturity securities | | | 205,453 | | | | (3,486 | ) | | | 244,930 | | | | 187,451 | |
Equity securities, sale of securities | | | 25,625 | | | | - | | | | 25,732 | | | | - | |
Equity securities, changes in fair value | | | (38,990 | ) | | | - | | | | (52,780 | ) | | | - | |
Investment real estate | | | 52,971 | | | | - | | | | 51,649 | | | | 4,382 | |
Other long-term investments | | | - | | | | - | | | | - | | | | 62,275 | |
Major categories of net investment income for the three and nine months ended September 30, 2018 and 2017 are summarized as follows:
| | Three Months Ended September 30, (Unaudited) | | | Nine Months Ended September 30, (Unaudited) | |
| | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Fixed maturity securities | | $ | 1,492,224 | | | $ | 1,731,931 | | | $ | 4,792,648 | | | $ | 4,887,826 | |
Preferred stock and equity securities | | | 24,280 | | | | 4,382 | | | | 57,397 | | | | 14,540 | |
Other long-term investments | | | 995,100 | | | | 967,959 | | | | 2,974,163 | | | | 2,707,438 | |
Mortgage loans | | | 2,877,910 | | | | 2,431,884 | | | | 8,253,828 | | | | 6,101,462 | |
Policy loans | | | 31,055 | | | | 28,640 | | | | 90,480 | | | | 84,657 | |
Real estate | | | 94,102 | | | | 93,943 | | | | 282,108 | | | | 281,366 | |
Short-term and other investments | | | 92,711 | | | | 20,227 | | | | 160,392 | | | | 117,764 | |
Gross investment income | | | 5,607,382 | | | | 5,278,966 | | | | 16,611,016 | | | | 14,195,053 | |
Investment expenses | | | (628,351 | ) | | | (647,074 | ) | | | (1,909,602 | ) | | | (1,898,226 | ) |
Net investment income | | $ | 4,979,031 | | | $ | 4,631,892 | | | $ | 14,701,414 | | | $ | 12,296,827 | |
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, 2018 and December 31, 2017, these required deposits, included in investment assets, had amortized costs that totaled $4,355,887 and $4,308,853, respectively. As of September 30, 2018 and December 31, 2017, these required deposits had fair values that totaled $4,238,579 and $4,307,439, respectively.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
2. Investments (continued)
The Company’s mortgage loans by property type as of September 30, 2018 and December 31, 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
| | | | | | | | |
Residential mortgage loans | | $ | 112,856,562 | | | $ | 100,700,241 | |
| | | | | | | | |
Commercial mortgage loans by property type | | | | | | | | |
Apartment | | | 696,500 | | | | - | |
Industrial | | | 1,528,587 | | | | 430,613 | |
Lodging | | | 113,160 | | | | - | |
Office building | | | 1,766,622 | | | | 137,703 | |
Retail | | | 4,544,285 | | | | 1,227,894 | |
| | | | | | | | |
Total commercial mortgage loans by property type | | | 8,649,154 | | | | 1,796,210 | |
| | | | | | | | |
Total mortgage loans | | $ | 121,505,716 | | | $ | 102,496,451 | |
There were 14 loans with a remaining principal balance of $1,049,742 that were more than 90 days past due as of September 30, 2018. There were 23 loans with a remaining principal balance of $3,094,155 that were more than 90 days past due as of December 31, 2017.
There were no mortgage loans in default and in the foreclosure process as of September 30, 2018 and December 31, 2017. The Company, however, holds $520,867 and $352,277 of previously foreclosed residential mortgage loans as residential real estate held for sale as of September 30, 2018 and December 31, 2017, respectively.
The Company’s investment real estate as of September 30, 2018 and December 31, 2017 is summarized as follows:
| | (Unaudited) | | | | | |
| | September 30, 2018 | | | December 31, 2017 | |
Land - held for the production of income | | $ | 213,160 | | | $ | 213,160 | |
Land - held for investment | | | 745,155 | | | | 745,155 | |
Total land | | | 958,315 | | | | 958,315 | |
Building - held for the production of income | | | 2,267,557 | | | | 2,267,557 | |
Less - accumulated depreciation | | | (1,304,299 | ) | | | (1,195,183 | ) |
Buildings net of accumulated depreciation | | | 963,258 | | | | 1,072,374 | |
Residential real estate - held for sale | | | 520,867 | | | | 352,277 | |
Total residential real estate | | | 520,867 | | | | 352,277 | |
Investment real estate, net of accumulated depreciation | | $ | 2,442,440 | | | $ | 2,382,966 | |
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.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
2. Investments (continued)
During 2018 the Company foreclosed on residential mortgage loans of real estate totaling $378,411 and transferred those properties to investment real estate held for sale. During 2018, the Company sold investment real estate property with an aggregate carrying value of $209,821. The Company recorded a gross realized investment gain on sale of $51,649 based on an aggregate sales price of $261,470.
During 2017 the Company foreclosed on residential mortgage loans of real estate totaling $207,482 and transferred those properties to investment real estate 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.
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 the 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, state and political subdivision securities, corporate debt securities and foreign debt securities.
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.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
3. Fair Value Measurements (continued)
The Company’s fair value hierarchy for those financial instruments measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 is summarized as follows:
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | September 30, 2018 (Unaudited) | |
Fixed maturity securities, available-for-sale | | | | | | | | | | | | | | | | |
U.S. government and U.S. government agencies | | $ | - | | | $ | 2,870,327 | | | $ | - | | | $ | 2,870,327 | |
States and political subdivisions | | | - | | | | 9,354,633 | | | | - | | | | 9,354,633 | |
Residential mortgage-backed securities | | | - | | | | 56,470 | | | | - | | | | 56,470 | |
Corporate bonds | | | - | | | | 100,183,853 | | | | - | | | | 100,183,853 | |
Asset-backed | | | - | | | | 255,138 | | | | - | | | | 255,138 | |
Foreign bonds | | | - | | | | 20,118,597 | | | | - | | | | 20,118,597 | |
Total fixed maturity securities | | $ | - | | | $ | 132,839,018 | | | $ | - | | | $ | 132,839,018 | |
| | | | | | | | | | | | | | | | |
Preferred stock, available-for-sale | | $ | 98,180 | | | $ | - | | | $ | - | | | $ | 98,180 | |
| | | | | | | | | | | | | | | | |
Equity securities | | | | | | | | | | | | | | | | |
Mutual funds | | $ | - | | | $ | 76,736 | | | $ | - | | | $ | 76,736 | |
Corporate common stock | | | 62,078 | | | | - | | | | 62,569 | | | | 124,647 | |
Total equity securities | | $ | 62,078 | | | $ | 76,736 | | | $ | 62,569 | | | $ | 201,383 | |
| | December 31, 2017 | |
Fixed maturity securities, available-for-sale | | | | | | | | | | | | | | | | |
U.S. government and U.S. government agencies | | $ | - | | | $ | 2,973,067 | | | $ | - | | | $ | 2,973,067 | |
States and political subdivisions | | | - | | | | 9,685,687 | | | | - | | | | 9,685,687 | |
Residential mortgage-backed securities | | | - | | | | 71,309 | | | | - | | | | 71,309 | |
Corporate bonds | | | - | | | | 114,097,008 | | | | - | | | | 114,097,008 | |
Foreign bonds | | | - | | | | 22,856,068 | | | | - | | | | 22,856,068 | |
Total fixed maturity securities | | $ | - | | | $ | 149,683,139 | | | $ | - | | | $ | 149,683,139 | |
| | | | | | | | | | | | | | | | |
Preferred stock, available-for-sale | | $ | 100,720 | | | $ | - | | | $ | - | | | $ | 100,720 | |
| | | | | | | | | | | | | | | | |
Equity securities | | | | | | | | | | | | | | | | |
Mutual funds | | $ | - | | | $ | 349,066 | | | $ | - | | | $ | 349,066 | |
Corporate common stock | | | 160,861 | | | | - | | | | 61,500 | | | | 222,361 | |
Total equity securities | | $ | 160,861 | | | $ | 349,066 | | | $ | 61,500 | | | $ | 571,427 | |
As of September 30, 2018 and December 31, 2017, Level 3 financial instruments consisted of two private placement common stocks that have no active trading and a joint venture investment with a mortgage loan originator.
These private placement 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 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.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(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 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’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 and foreign bonds.
The Company’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’s fixed maturity and preferred stock available-for-sale and equity securities portfolio is 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 for the nine months ended September 30, 2018 and 2017 is summarized as follows:
| | Unaudited | |
| | Nine Months Ended September 30, | |
| | 2018 | | | 2017 | |
| | | | | | | | |
Beginning balance | | $ | 61,500 | | | $ | 61,500 | |
Purchases | | | 10,200 | | | | - | |
Joint venture net income | | | 40,746 | | | | - | |
Sales | | | (15,000 | ) | | | - | |
Joint venture distribution | | | (34,877 | ) | | | - | |
Ending balance | | $ | 62,569 | | | $ | 61,500 | |
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
3. Fair Value Measurements (continued)
The 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, 2018 and December 31, 2017, 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, at Fair Value:
| | Carrying | | | Fair | | | | | | | | | | | | | |
| | Amount | | | Value | | | Level 1 | | | Level 2 | | | Level 3 | |
| | September 30, 2018 (Unaudited) | |
Financial assets | | | | | | | | | | | | | | | | | | | | |
Mortgage loans on real estate | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | 8,649,154 | | | $ | 8,560,861 | | | $ | - | | | $ | - | | | $ | 8,560,861 | |
Residential | | | 112,856,562 | | | | 109,871,804 | | | | - | | | | - | | | | 109,871,804 | |
Policy loans | | | 1,755,270 | | | | 1,755,270 | | | | - | | | | - | | | | 1,755,270 | |
Short-term investments | | | 135,963 | | | | 135,963 | | | | 135,963 | | | | - | | | | - | |
Other long-term investments | | | 58,255,713 | | | | 68,385,228 | | | | - | | | | - | | | | 68,385,228 | |
Cash and cash equivalents | | | 29,913,662 | | | | 29,913,662 | | | | 29,913,662 | | | | - | | | | - | |
Accrued investment income | | | 2,727,777 | | | | 2,727,777 | | | | - | | | | - | | | | 2,727,777 | |
Total financial assets | | $ | 214,294,101 | | | $ | 221,350,565 | | | $ | 30,049,625 | | | $ | - | | | $ | 191,300,940 | |
| | | | | | | | | | | | | | | | | | | | |
Financial liabilities | | | | | | | | | | | | | | | | | | | | |
Policyholders' account balances | | $ | 294,738,874 | | | $ | 241,572,894 | | | $ | - | | | $ | - | | | $ | 241,572,894 | |
Policy claims | | | 1,030,040 | | | | 1,030,040 | | | | - | | | | - | | | | 1,030,040 | |
Total financial liabilities | | $ | 295,768,914 | | | $ | 242,602,934 | | | $ | - | | | $ | - | | | $ | 242,602,934 | |
| | December 31, 2017 | |
Financial assets | | | | | | | | | | | | | | | | | | | | |
Mortgage loans on real estate | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | 1,796,210 | | | $ | 1,783,385 | | | $ | - | | | $ | - | | | $ | 1,783,385 | |
Residential | | | 100,700,241 | | | | 102,192,001 | | | | - | | | | - | | | | 102,192,001 | |
Policy loans | | | 1,660,175 | | | | 1,660,175 | | | | - | | | | - | | | | 1,660,175 | |
Short-term investments | | | 547,969 | | | | 547,969 | | | | 547,969 | | | | - | | | | - | |
Other long-term investments | | | 55,814,583 | | | | 68,298,585 | | | | - | | | | - | | | | 68,298,585 | |
Cash and cash equivalents | | | 31,496,159 | | | | 31,496,159 | | | | 31,496,159 | | | | - | | | | - | |
Accrued investment income | | | 2,544,963 | | | | 2,544,963 | | | | - | | | | - | | | | 2,544,963 | |
Total financial assets | | $ | 194,560,300 | | | $ | 208,523,237 | | | $ | 32,044,128 | | | $ | - | | | $ | 176,479,109 | |
| | | | | | | | | | | | | | | | | | | | |
Financial liabilities | | | | | | | | | | | | | | | | | | | | |
Policyholders' account balances | | $ | 292,909,762 | | | $ | 243,234,637 | | | $ | - | | | $ | - | | | $ | 243,234,637 | |
Policy claims | | | 1,148,513 | | | | 1,148,513 | | | | - | | | | - | | | | 1,148,513 | |
Total financial liabilities | | $ | 294,058,275 | | | $ | 244,383,150 | | | $ | - | | | $ | - | | | $ | 244,383,150 | |
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(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:
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 mortgage loans (includes apartment, industrial, lodging, office building and retail), the discount rate used was assumed to be the interest rate on the last commercial mortgage loan 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 Citigroup 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.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
4. Segment Data
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. These segments as of September 30, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018 and 2017 are summarized as follows:
| | Three Months Ended September 30, (Unaudited) | | | Nine Months Ended September 30, (Unaudited) | |
| | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Revenues: | | | | | | | | | | | | | | | | |
Life insurance operations | | $ | 5,556,358 | | | $ | 4,723,138 | | | $ | 16,095,222 | | | $ | 13,321,087 | |
Annuity operations | | | 4,346,120 | | | | 3,903,408 | | | | 12,647,899 | | | | 10,377,974 | |
Corporate operations | | | 101,313 | | | | 85,738 | | | | 346,865 | | | | 280,664 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 10,003,791 | | | $ | 8,712,284 | | | $ | 29,089,986 | | | $ | 23,979,725 | |
| | | | | | | | | | | | | | | | |
Income before income taxes: | | | | | | | | | | | | | | | | |
Life insurance operations | | $ | 305,976 | | | $ | 345,522 | | | $ | 605,498 | | | $ | 899,547 | |
Annuity operations | | | 1,522,702 | | | | 1,141,492 | | | | 4,013,123 | | | | 1,488,848 | |
Corporate operations | | | 105,768 | | | | 50,755 | | | | 301,874 | | | | 187,965 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 1,934,446 | | | $ | 1,537,769 | | | $ | 4,920,495 | | | $ | 2,576,360 | |
| | | | | | | | | | | | | | | | |
Depreciation and amortization expense: | | | | | | | | | | | | | | | | |
Life insurance operations | | $ | 829,610 | | | $ | 858,012 | | | $ | 3,044,057 | | | $ | 1,828,933 | |
Annuity operations | | | (15,587 | ) | | | 178,063 | | | | 30,777 | | | | 941,219 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 814,023 | | | $ | 1,036,075 | | | $ | 3,074,834 | | | $ | 2,770,152 | |
| | (Unaudited) | | | | | |
Assets: | | September 30, 2018 | | | December 31, 2017 | |
Life insurance operations | | $ | 64,870,773 | | | $ | 56,780,793 | |
Annuity operations | | | 343,736,487 | | | | 328,727,443 | |
Corporate operations | | | 5,792,178 | | | | 5,619,438 | |
Total | | $ | 414,399,438 | | | $ | 391,127,674 | |
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 open 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 2015 through 2017 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.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
6. Legal Matters and Contingent Liabilities
A lawsuit filed by the Company and Chairman, President and Chief Executive Officer, Gregg E. Zahn, against former Company Board of Directors member Wayne 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.
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 the 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 has appealed this decision but has failed to post an appeal bond. As a consequence, the Company and Mr. Zahn are in the process of executing on the judgments against Mr. Pettigrew’s assets. The Company and Mr. Zahn have so far collected some property and money in the execution process and will continue to execute on the judgments. Any money or property collected to date during the execution of the judgments are held in an escrow by a third party, have not been reflected in the September 30, 2018 consolidated financial statements and would have to be returned to Mr. Pettigrew in the event the judgments are reversed by the appellate courts.
Prior to being acquired by TLIC, FBLIC developed, marketed, and sold life insurance products known as “Decreasing Term to 95” policies. On January 17, 2013, FBLIC’s Board of Directors voted that, effective March 1, 2013, it was not approving, and therefore was not providing, a dividend for the Decreasing Term to 95 policies. On November 22, 2013, a lawsuit was filed in the Circuit Court of Greene County, Missouri asserting claims against FBLIC relating to this decision. A trial was held November 27, 2017 through December 1, 2017 on the individual claims of two policyholders asserting fraud and negligent misrepresentation and on claims of a class of Missouri residents asking 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, plus interest and attorneys’ fees.
During 2018, a settlement was reached by the parties and the Court approved the settlement agreement on June 11, 2018. FBLIC paid $1.85 million to resolve all class and individual claims and all active Decreasing Term to 95 policies for individuals in the class were cancelled.
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.
7. Line of Credit
Through June 30, 2018, the Company had a $1.0 million line of credit with a bank executed in July 2017 to provide working capital and funds for expansion. The terms of the line of credit allowed for advances, repayments and re-borrowings through the maturity date of June 30, 2018. Any outstanding advances would have incurred 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. The Company did not utilize this line of credit during 2018 or 2017.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
8. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)
The changes in the components of the Company’s accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017 are summarized as follows:
| | Unrealized | | | | | | | | | |
| | Appreciation | | | | | | | Accumulated | |
| | (Depreciation) on | | | Adjustment to | | | Other | |
| | Available-For-Sale | | | Deferred Acquisition | | | Comprehensive | |
| | Securities | | | Costs | | | Income (loss) | |
| | | |
| | Three Months Ended September 30, 2018 and 2017 (Unaudited) | |
Balance as of July 1, 2018 | | $ | (625,159 | ) | | $ | 11,114 | | | $ | (614,045 | ) |
Other comprehensive loss before reclassifications, net of tax | | | (566,729 | ) | | | 11,221 | | | | (555,508 | ) |
Less amounts reclassified from accumulated other comprehensive loss having no credit losses, net of tax | | | 162,307 | | | | - | | | | 162,307 | |
Other comprehensive loss | | | (729,036 | ) | | | 11,221 | | | | (717,815 | ) |
Balance as of September 30, 2018 | | $ | (1,354,195 | ) | | $ | 22,335 | | | $ | (1,331,860 | ) |
| | | | | | | | | | | | |
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 having no credit losses, 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 | |
| | Nine Months Ended September 30, 2018 and 2017 (Unaudited) | |
| | | | | | | | | | | | |
Balance as of January 1, 2018 | | $ | 4,843,061 | | | $ | (82,110 | ) | | $ | 4,760,951 | |
Other comprehensive loss before reclassifications, net of tax | | | (6,003,761 | ) | | | 104,445 | | | | (5,899,316 | ) |
Less amounts reclassified from accumulated other comprehensive loss having no credit losses, net of tax | | | 193,495 | | | | - | | | | 193,495 | |
Other comprehensive loss | | | (6,197,256 | ) | | | 104,445 | | | | (6,092,811 | ) |
Balance as of September 30, 2018 | | $ | (1,354,195 | ) | | $ | 22,335 | | | $ | (1,331,860 | ) |
| | | | | | | | | | | | |
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 having no credit losses, 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 | |
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
8. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss) (continued)
The pretax components of the Company’s other comprehensive income (loss) and the related income tax expense (benefit) for each component for the three and nine months ended September 30, 2018 and 2017 are summarized as follows:
| | Three Months Ended September 30, 2018 (Unaudited) | |
| | | | | | Income Tax | | | | | |
| | Pretax | | | Expense (Benefit) | | | Net of Tax | |
Other comprehensive loss: | | | | | | | | | | | | |
Change in net unrealized losses on available-for-sale securities: | | | | | | | | | | | | |
Unrealized holding losses arising during the period | | $ | (717,379 | ) | | $ | (150,650 | ) | | $ | (566,729 | ) |
Reclassification adjustment for net gains included in operations having no credit losses | | | 205,453 | | | | 43,146 | | | | 162,307 | |
Net unrealized losses on investments | | | (922,832 | ) | | | (193,796 | ) | | | (729,036 | ) |
Adjustment to deferred acquisition costs | | | 14,204 | | | | 2,983 | | | | 11,221 | |
Total other comprehensive loss | | $ | (908,628 | ) | | $ | (190,813 | ) | | $ | (717,815 | ) |
| | Three Months Ended September 30, 2017 (Unaudited) | |
| | | | | | Income Tax | | | | | |
| | Pretax | | | Expense (Benefit) | | | 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 having no credit losses | | | (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 | |
| | Nine Months Ended September 30, 2018 (Unaudited) | |
| | | | | | Income Tax | | | | | |
| | Pretax | | | Expense (Benefit) | | | Net of Tax | |
Other comprehensive loss: | | | | | | | | | | | | |
Change in net unrealized losses on available-for-sale securities: | | | | | | | | | | | | |
Unrealized holding losses arising during the period | | $ | (7,599,699 | ) | | $ | (1,595,938 | ) | | $ | (6,003,761 | ) |
Reclassification adjustment for net gains included in operations having no credit losses | | | 244,930 | | | | 51,435 | | | | 193,495 | |
Net unrealized losses on investments | | | (7,844,629 | ) | | | (1,647,373 | ) | | | (6,197,256 | ) |
Adjustment to deferred acquisition costs | | | 132,210 | | | | 27,765 | | | | 104,445 | |
Total other comprehensive loss | | $ | (7,712,419 | ) | | $ | (1,619,608 | ) | | $ | (6,092,811 | ) |
| | Nine Months Ended September 30, 2017 (Unaudited) | |
| | | | | | Income Tax | | | | | |
| | Pretax | | | Expense (Benefit) | | | 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 having no credit losses | | | (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 | |
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
8. Other Comprehensive Income (Loss) 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’s accumulated other comprehensive income (loss) to the Company’s consolidated statement of operations for the three and nine months ended September 30, 2018 and 2017 are summarized as follows:
| | Three Months Ended September 30, (Unaudited) | | | Nine Months Ended September 30, (Unaudited) | |
Reclassification Adjustments | | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Unrealized gains (losses) on available-for-sale securities having no credit losses: | | | | | | | | | | | | | | | | |
Realized gains (losses) on sales of securities (a) | | $ | 205,453 | | | $ | (3,486 | ) | | $ | 244,930 | | | $ | (36,799 | ) |
Income tax expense (benefit) (b) | | | 43,146 | | | | (697 | ) | | | 51,435 | | | | (7,360 | ) |
Total reclassification adjustments | | $ | 162,307 | | | $ | (2,789 | ) | | $ | 193,495 | | | $ | (29,439 | ) |
(a) These items appear within net realized investment gains (losses) and other-than-temporary impairments in the consolidated statements of operations. |
(b) These items appear within federal income taxes in the consolidated statements of operations. |
9. Allowance for Loan Losses from Mortgage Loans on Real Estate
The allowance for possible loan losses from investments in mortgage loans on real estate is a reserve established through a provision for possible loan losses charged to expense which represents, in the Company’s judgment, the known and inherent credit losses existing in the mortgage loan portfolio. The allowance, in the judgment of the Company, is necessary to reserve for estimated loan losses inherent in the mortgage loan portfolio and reduces the carrying value of investments in mortgage loans on real estate 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’s control, including the performance of the mortgage loan portfolio, the economy and changes in interest rates. The Company’s allowance for possible mortgage loan 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 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 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 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 and the borrower, including the length of the delay, the reasons for the delay, the borrower’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.
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
9. Allowance for Loan Losses from Mortgage Loans on Real Estate (continued)
As of September 30, 2018, $634,817 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, 2018, $430,885 of that escrow amount is available to the Company as additional collateral on $4,662,792 of advances to the loan originator. The remaining September 30, 2018 escrow amount of $203,932 is available to the Company as additional collateral on its investment of $40,786,373 in residential mortgage loans on real estate. In addition, the Company has an additional $403,898 allowance for possible loan losses in the remaining $80,719,343 of investments in mortgage loans on real estate as of September 30, 2018.
As of December 31, 2017, $564,479 of independent residential mortgage loans on real estate are held in escrow by a third party for the benefit of the Company. As of December 31, 2017, $394,978 of that escrow amount is available to the Company as additional collateral on $4,925,259 of advances to the loan originator. The remaining December 31, 2017 escrow amount of $169,501 is available to the Company as additional collateral on its investment of $33,900,260 in residential mortgage loans on real estate. In addition, the Company has an additional $342,815 allowance for possible loan losses in the remaining $68,596,191 of investments in mortgage loans on real estate as of December 31, 2017.
The balances of and changes in the Company’s credit losses related to residential and commercial (includes apartment, industrial, lodging, office building and retail) mortgage loans on real estate as of and for the three and nine months ended September 30, 2018 and 2017 are summarized as follows (excluding $40,786,373 and $32,381,460 of mortgage loans on real estate as of September 30, 2018 and 2017, 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 | |
| | Three Months Ended September 30, | |
| | Residential Mortgage Loans | | | Commercial Mortgage Loans | | | Total | |
| | 2018 | | | 2017 | | | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Allowance, beginning | | $ | 372,352 | | | $ | 336,180 | | | $ | 37,944 | | | $ | 9,278 | | | $ | 410,296 | | | $ | 345,458 | |
Charge offs | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Recoveries | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Provision | | | (9,539 | ) | | | 4,121 | | | | 3,141 | | | | (128 | ) | | | (6,398 | ) | | | 3,993 | |
Allowance, ending | | $ | 362,813 | | | $ | 340,301 | | | $ | 41,085 | | | $ | 9,150 | | | $ | 403,898 | | | $ | 349,451 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Allowance, ending: | | | | | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Collectively evaluated for impairment | | $ | 362,813 | | | $ | 340,301 | | | $ | 41,085 | | | $ | 9,150 | | | $ | 403,898 | | | $ | 349,451 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Carrying Values: | | | | | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Collectively evaluated for impairment | | $ | 72,543,552 | | | $ | 68,810,689 | | | $ | 8,175,791 | | | $ | 1,820,866 | | | $ | 80,719,343 | | | $ | 70,631,555 | |
First Trinity Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
9. Allowance for Loan Losses from Mortgage Loans on Real Estate (continued)
| | (Unaudited) | |
| | Nine Months Ended September 30, | |
| | Residential Mortgage Loans | | | Commercial Mortgage Loans | | | Total | |
| | 2018 | | | 2017 | | | 2018 | | | 2017 | | | 2018 | | | 2017 | |
Allowance, beginning | | $ | 333,789 | | | $ | 238,121 | | | $ | 9,026 | | | $ | 6,306 | | | $ | 342,815 | | | $ | 244,427 | |
Charge offs | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Recoveries | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Provision | | | 29,024 | | | | 102,180 | | | | 32,059 | | | | 2,844 | | | | 61,083 | | | | 105,024 | |
Allowance, ending | | $ | 362,813 | | | $ | 340,301 | | | $ | 41,085 | | | $ | 9,150 | | | $ | 403,898 | | | $ | 349,451 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Allowance, ending: | | | | | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Collectively evaluated for impairment | | $ | 362,813 | | | $ | 340,301 | | | $ | 41,085 | | | $ | 9,150 | | | $ | 403,898 | | | $ | 349,451 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Carrying Values: | | | | | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Collectively evaluated for impairment | | $ | 72,543,552 | | | $ | 68,810,689 | | | $ | 8,175,791 | | | $ | 1,820,866 | | | $ | 80,719,343 | | | $ | 70,631,555 | |
The Company utilizes the ratio of the carrying value of individual 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 (includes apartment, industrial, lodging, office building and retail) mortgage loans on real estate by credit quality using this ratio as of September 30, 2018 and December 31, 2017 are summarized as follows:
| | Residential Mortgage Loans | | | Commercial Mortgage Loans | | | Total Mortgage Loans | |
| | (Unaudited) | | | | | | | (Unaudited) | | | | | | | (Unaudited) | | | | | |
Loan-To-Value Ratio | | September 30, 2018 | | | December 31, 2017 | | | September 30, 2018 | | | December 31, 2017 | | | September 30, 2018 | | | December 31, 2017 | |
Over 70% to 80% | | $ | 21,785,852 | | | $ | 19,515,632 | | | $ | 588,028 | | | $ | - | | | $ | 22,373,880 | | | $ | 19,515,632 | |
Over 60% to 70% | | | 40,666,684 | | | | 36,192,035 | | | | 1,792,207 | | | | - | | | | 42,458,891 | | | | 36,192,035 | |
Over 50% to 60% | | | 24,660,854 | | | | 25,121,248 | | | | 757,229 | | | | 835,093 | | | | 25,418,083 | | | | 25,956,341 | |
Over 40% to 50% | | | 15,482,145 | | | | 12,923,381 | | | | 2,040,413 | | | | - | | | | 17,522,558 | | | | 12,923,381 | |
Over 30% to 40% | | | 4,305,553 | | | | 4,303,273 | | | | 2,363,418 | | | | 658,296 | | | | 6,668,971 | | | | 4,961,569 | |
Over 20% to 30% | | | 2,654,072 | | | | 1,867,670 | | | | 967,801 | | | | 159,671 | | | | 3,621,873 | | | | 2,027,341 | |
Over 10% to 20% | | | 2,426,480 | | | | 727,245 | | | | 140,058 | | | | 143,150 | | | | 2,566,538 | | | | 870,395 | |
10% or less | | | 874,922 | | | | 49,757 | | | | - | | | | - | | | | 874,922 | | | | 49,757 | |
Total | | $ | 112,856,562 | | | $ | 100,700,241 | | | $ | 8,649,154 | | | $ | 1,796,210 | | | $ | 121,505,716 | | | $ | 102,496,451 | |
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
First Trinity Financial Corporation (“we” “us”, “our”, “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 modified 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, 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
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 agreement and assumed liabilities of $3,055,916.
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.
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 and other costs plus a placement fee.
In accordance with this annuity coinsurance agreement, TLIC holds assets 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.
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 with 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’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, 2017. The Company considers its most critical accounting estimates to be those applied to investments in fixed maturities, 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, 2017.
Recent Accounting Pronouncements
Revenue from Contracts with Customers
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 recognition by one year to the quarter ending March 31, 2018. The adoption of this guidance did not have a material effect on the Company’s result of operations, financial position or liquidity.
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 was 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 adoption of this guidance did not have a material effect on the Company’s result of operations, financial position or liquidity.
Leases
In February 2016, the FASB issued updated guidance regarding leases that generally requires the lessee and lessor 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 required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimal rental payments that were tracked and disclosed under previous U.S. GAAP. The updated guidance may be applied using a modified retrospective approach effective for annual and interim periods beginning after December 15, 2018. In July 2018, the FASB issued updated guidance (Accounting Standards Update 2018-11) that provides entities with an additional (and optional) transition method to adopt the new standard on leases. Under this new transition method, an entity initially applies the new standard on leases at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new standard on leases will continue to be in accordance with current GAAP (Topic 840, Leases). An entity that elects this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840. The Company expects to adopt this guidance in January 2019. The adoption of this guidance is not expected to 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 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. mortgage loans and reinsurance amounts recoverable) 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’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 is effective for reporting periods beginning after December 15, 2019. Early adoption is permitted for reporting periods beginning after December 15, 2018. Based on the financial instruments currently held by the Company, the Company expects 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 be 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.
Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments
In August 2016, the FASB issued specific 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. 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 did not have a material effect on the Company’s cash flows statement.
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 did not 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 did not 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, 2019, 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 did 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 did not have a material effect on the Company’s results of operations, financial position or liquidity.
Target Improvement to Accounting for Hedging Activities
In August 2017, the FASB issued updated authoritative guidance for the application of hedge accounting. The updated guidance updates certain recognition and measurement requirements for hedge accounting. The objective of the guidance is to more closely align the economics of a company’s risk management activities in its financial results and reduce the complexity of applying hedge accounting. The updates include the expansion of hedging strategies that are eligible for hedge accounting, elimination of the separate measurement and reporting of hedge ineffectiveness, presentation of the changes in the fair value of the hedging instrument in the same consolidated statement of operations line as the earnings effect of the hedged item and simplification of hedge effectiveness assessments. This guidance also includes new disclosures and will be applied using a modified retrospective approach by recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption.
The updated guidance is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted for reporting periods beginning before December 15, 2018. The Company does not currently and does not intend to participate in hedging activities and there is therefore no impact on the Company’s results of operations, financial position or liquidity. This pronouncement would be adopted if the Company begins to participate in hedging activities in the future.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
On February 14, 2018, the FASB issued updated guidance that allows a reclassification of the stranded tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017. Current guidance requires the effect of a change in tax laws or rates on deferred tax balances to be reported in income from continuing operations in the accounting period that includes the period of enactment, even if the related income tax effects were originally charged or credited directly to accumulated other comprehensive income. The amount of the reclassification would include the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of the enactment of the Tax Cuts and Jobs Act of 2017 related to items in accumulated other comprehensive income. The updated guidance is effective for reporting periods beginning after December 15, 2018 and is to be applied retrospectively to each period in which the effect of the Tax Cuts and Jobs Act of 2017 related to items remaining in accumulated other comprehensive income are recognized or at the beginning of the period of adoption. Early adoption is permitted. The Company adopted the updated guidance effective December 31, 2017. The adoption of this guidance did not have a material effect on the Company’s result of operations, financial position or liquidity.
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
In August 2018, the FASB issued updated guidance to align the accounting for implementation costs incurred in a software hosting arrangement (i.e., a cloud computing arrangement) that is a service contract with the guidance for capitalizing implementation costs incurred to develop or obtain internal-use software. Accordingly, the updated guidance requires an entity to determine the stage of a project that the implementation activity relates to and the nature of the associated costs in order to determine whether those costs should be expensed as incurred or capitalized. The updated guidance also requires the entity to amortize the capitalized implementation costs as an expense over the term of the hosting arrangement.
The updated guidance is effective for reporting periods beginning after December 15, 2019. 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.
Targeted Improvements to the Accounting for Long-Duration Contracts
In August 2018, the FASB also issued updated guidance 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 rollforwards 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 is effective for reporting periods beginning after December 15, 2020. 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. Based on the long-duration contracts currently held by the Company, the Company expects 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 be 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 long-term contracts held by the Company and the economic conditions at that time.
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, 2018 and 2017 and as of September 30, 2018 and December 31, 2017 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.
FINANCIAL HIGHLIGHTS
Consolidated Condensed Results of Operations for the Three Months Ended September 30, 2018 and 2017
| | (Unaudited) | | | | | |
| | Three Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Premiums | | $ | 4,701,250 | | | $ | 4,058,629 | | | $ | 642,621 | |
Net investment income | | | 4,979,031 | | | | 4,631,892 | | | | 347,139 | |
Net realized investment gains (losses) | | | 245,059 | | | | (3,486 | ) | | | 248,545 | |
Service fees | | | 66,474 | | | | 3,560 | | | | 62,914 | |
Other income | | | 11,977 | | | | 21,689 | | | | (9,712 | ) |
Total revenues | | | 10,003,791 | | | | 8,712,284 | | | | 1,291,507 | |
Benefits and claims | | | 5,193,186 | | | | 5,150,753 | | | | 42,433 | |
Expenses | | | 2,876,159 | | | | 2,023,762 | | | | 852,397 | |
Total benefits, claims and expenses | | | 8,069,345 | | | | 7,174,515 | | | | 894,830 | |
Income before federal income tax expense | | | 1,934,446 | | | | 1,537,769 | | | | 396,677 | |
Federal income tax expense | | | 409,687 | | | | 293,117 | | | | 116,570 | |
Net income | | $ | 1,524,759 | | | $ | 1,244,652 | | | $ | 280,107 | |
Net income per common share basic and diluted | | $ | 0.20 | | | $ | 0.16 | | | $ | 0.04 | |
Consolidated Condensed Results of Operations for the Nine Months Ended September 30, 2018 and 2017
| | (Unaudited) | | | | | |
| | Nine Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Premiums | | $ | 13,760,857 | | | $ | 11,560,664 | | | $ | 2,200,193 | |
Net investment income | | | 14,701,414 | | | | 12,296,827 | | | | 2,404,587 | |
Net realized investment gains | | | 269,531 | | | | 254,108 | | | | 15,423 | |
Loss on other-than-temporary impairment | | | - | | | | (224,250 | ) | | | 224,250 | |
Service fees | | | 300,035 | | | | 10,849 | | | | 289,186 | |
Other income | | | 58,149 | | | | 81,527 | | | | (23,378 | ) |
Total revenues | | | 29,089,986 | | | | 23,979,725 | | | | 5,110,261 | |
Benefits and claims | | | 16,452,992 | | | | 14,926,638 | | | | 1,526,354 | |
Expenses | | | 7,716,499 | | | | 6,476,727 | | | | 1,239,772 | |
Total benefits, claims and expenses | | | 24,169,491 | | | | 21,403,365 | | | | 2,766,126 | |
Income before federal income tax expense | | | 4,920,495 | | | | 2,576,360 | | | | 2,344,135 | |
Federal income tax expense | | | 1,055,978 | | | | 520,186 | | | | 535,792 | |
Net income | | $ | 3,864,517 | | | $ | 2,056,174 | | | $ | 1,808,343 | |
Net income per common share basic and diluted | | $ | 0.50 | | | $ | 0.26 | | | $ | 0.24 | |
Consolidated Condensed Financial Position as of September 30, 2018 and December 31, 2017
| | (Unaudited) | | | | | | | Amount Change | |
| | September 30, 2018 | | | December 31, 2017 | | | 2018 to 2017 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Investment assets | | $ | 317,233,683 | | | $ | 313,257,430 | | | $ | 3,976,253 | |
Other assets | | | 97,165,755 | | | | 77,870,244 | | | | 19,295,511 | |
Total assets | | $ | 414,399,438 | | | $ | 391,127,674 | | | $ | 23,271,764 | |
| | | | | | | | | | | | |
Policy liabilities | | $ | 350,154,147 | | | $ | 343,789,864 | | | $ | 6,364,283 | |
Funds withheld under coinsurance agreement | | | 18,720,257 | | | | - | | | | 18,720,257 | |
Deferred federal income taxes | | | 2,398,299 | | | | 2,961,929 | | | | (563,630 | ) |
Other liabilities | | | 4,034,342 | | | | 3,123,702 | | | | 910,640 | |
Total liabilities | | | 375,307,045 | | | | 349,875,495 | | | | 25,431,550 | |
Shareholders' equity | | | 39,092,393 | | | | 41,252,179 | | | | (2,159,786 | ) |
Total liabilities and shareholders' equity | | $ | 414,399,438 | | | $ | 391,127,674 | | | $ | 23,271,764 | |
| | | | | | | | | | | | |
Shareholders' equity per common share | | $ | 5.01 | | | $ | 5.29 | | | $ | (0.28 | ) |
Results of Operations – Three Months Ended September 30, 2018 and 2017
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 three months ended September 30, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Three Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Premiums | | $ | 4,701,250 | | | $ | 4,058,629 | | | $ | 642,621 | |
Net investment income | | | 4,979,031 | | | | 4,631,892 | | | | 347,139 | |
Net realized investment gains (losses) | | | 245,059 | | | | (3,486 | ) | | | 248,545 | |
Service fees | | | 66,474 | | | | 3,560 | | | | 62,914 | |
Other income | | | 11,977 | | | | 21,689 | | | | (9,712 | ) |
Total revenues | | $ | 10,003,791 | | | $ | 8,712,284 | | | $ | 1,291,507 | |
The $1,291,507 increase in total revenues for the three months ended September 30, 2018 is discussed below.
Premiums
Our premiums for the three months ended September 30, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Three Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Whole life and term first year | | $ | 66,365 | | | $ | 43,122 | | | $ | 23,243 | |
Whole life and term renewal | | | 479,931 | | | | 557,335 | | | | (77,404 | ) |
Final expense first year | | | 1,081,968 | | | | 1,215,515 | | | | (133,547 | ) |
Final expense renewal | | | 3,013,248 | | | | 2,242,657 | | | | 770,591 | |
Supplementary contracts with life contingencies | | | 59,738 | | | | - | | | | 59,738 | |
Total premiums | | $ | 4,701,250 | | | $ | 4,058,629 | | | $ | 642,621 | |
The $642,621 increase in premiums for the three months ended September 30, 2018 is primarily due to a $770,591 increase in final expense renewal premiums that exceeded a $133,547 decrease in final expense first year premiums.
The increase in final expense renewal premiums reflects the persistency of prior years’ final expense production. The decrease in final expense first year premium reflects increased competition from our competitors. 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, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Three Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Fixed maturity securities | | $ | 1,492,224 | | | $ | 1,731,931 | | | $ | (239,707 | ) |
Preferred stock and equity securities | | | 24,280 | | | | 4,382 | | | | 19,898 | |
Other long-term investments | | | 995,100 | | | | 967,959 | | | | 27,141 | |
Mortgage loans | | | 2,877,910 | | | | 2,431,884 | | | | 446,026 | |
Policy loans | | | 31,055 | | | | 28,640 | | | | 2,415 | |
Real estate | | | 94,102 | | | | 93,943 | | | | 159 | |
Short-term and other investments | | | 92,711 | | | | 20,227 | | | | 72,484 | |
Gross investment income | | | 5,607,382 | | | | 5,278,966 | | | | 328,416 | |
Investment expenses | | | (628,351 | ) | | | (647,074 | ) | | | (18,723 | ) |
Net investment income | | $ | 4,979,031 | | | $ | 4,631,892 | | | $ | 347,139 | |
The $328,416 increase in gross investment income for the three months ended September 30, 2018 is primarily due to increased investments in mortgage loans that exceeded decreased investments in fixed maturity securities. In the twelve months since September 30, 2017, we had increased investments in mortgage loans of $18.5 million and decreased investments in fixed maturity securities of $15.2 million.
Net Realized Investment Gains (Losses)
Our net realized investment gains (losses) result from sales of fixed maturity securities available-for-sale, equity securities at fair value and investment real estate and changes in fair value of equity securities.
Our net realized investment gains for the three months ended September 30, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Three Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Fixed maturity securities available-for-sale: | | | | | | | | | | | | |
Sale proceeds | | $ | 12,320,142 | | | $ | 4,536,924 | | | $ | 7,783,218 | |
Amortized cost at sale date | | | 12,114,689 | | | | 4,540,410 | | | | 7,574,279 | |
Net realized gains (losses) | | $ | 205,453 | | | $ | (3,486 | ) | | $ | 208,939 | |
Equity securities at fair value: | | | | | | | | | | | | |
Sale proceeds | | $ | 346,535 | | | $ | - | | | $ | 346,535 | |
Cost at sale date | | | 320,910 | | | | - | | | | 320,910 | |
Net realized gains | | $ | 25,625 | | | $ | - | | | $ | 25,625 | |
Investment real estate: | | | | | | | | | | | | |
Sale proceeds | | $ | 206,617 | | | $ | - | | | $ | 206,617 | |
Carrying value at sale date | | | 153,646 | | | | - | | | | 153,646 | |
Net realized gains | | $ | 52,971 | | | $ | - | | | $ | 52,971 | |
| | | | | | | | | | | | |
Equity securities, changes in fair value | | $ | (38,990 | ) | | $ | - | | | $ | (38,990 | ) |
| | | | | | | | | | | | |
Net realized investment gains (losses) | | $ | 245,059 | | | $ | (3,486 | ) | | $ | 248,545 | |
The Company has recorded 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 for the three months ended September 30, 2018 and the year ended December 31, 2017.
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, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Three Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Benefits and claims | | | | | | | | | | | | |
Increase in future policy benefits | | $ | 1,719,073 | | | $ | 1,291,943 | | | $ | 427,130 | |
Death benefits | | | 876,629 | | | | 1,310,697 | | | | (434,068 | ) |
Surrenders | | | 203,287 | | | | 186,202 | | | | 17,085 | |
Interest credited to policyholders | | | 2,329,858 | | | | 2,293,419 | | | | 36,439 | |
Dividend, endowment and supplementary life contract benefits | | | 64,339 | | | | 68,492 | | | | (4,153 | ) |
Total benefits and claims | | | 5,193,186 | | | | 5,150,753 | | | | 42,433 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Policy acquisition costs deferred | | | (1,673,638 | ) | | | (2,369,432 | ) | | | 695,794 | |
Amortization of deferred policy acquisition costs | | | 682,295 | | | | 890,135 | | | | (207,840 | ) |
Amortization of value of insurance business acquired | | | 83,935 | | | | 88,625 | | | | (4,690 | ) |
Commissions | | | 1,934,194 | | | | 2,051,910 | | | | (117,716 | ) |
Other underwriting, insurance and acquisition expenses | | | 1,849,373 | | | | 1,362,524 | | | | 486,849 | |
Total expenses | | | 2,876,159 | | | | 2,023,762 | | | | 852,397 | |
Total benefits, claims and expenses | | $ | 8,069,345 | | | $ | 7,174,515 | | | $ | 894,830 | |
The $894,830 increase in total benefits, claims and expenses for the three months ended September 30, 2018 is discussed below.
Benefits and Claims
The $42,433 increase in benefits and claims for the three months ended September 30, 2018 is primarily due to the following:
| ● | $427,130 increase in future policy benefits is primarily due to the increased number of life policies in force and the aging of existing life policies. |
| ● | $434,068 decrease in death benefits is primarily due to approximately $210,000 of decreased final expense settlements, $171,000 of decreased ordinary life settlements, $44,000 of increased ceded claims in the course of settlement and $21,000 of increased ceded claims. |
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 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 three months ended September 30, 2018 and 2017, capitalized costs were $1,673,638 and $2,369,432, respectively. Amortization of deferred policy acquisition costs for the three months ended September 30, 2018 and 2017 were $682,295 and $890,135, respectively.
The $695,794 decrease in the 2018 acquisition costs deferred primarily relates to decreased annuity and first year final expense production resulting in decreased annuity and first year final expense commissions available for deferral. The $207,840 decrease in the 2018 amortization of deferred acquisition costs is primarily due to decreased death benefits.
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 $83,935 and $88,625 for the three months ended September 30, 2018 and 2017, respectively.
Commissions
Our commissions for the three months ended September 30, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Three Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Annuity | | $ | 266,812 | | | $ | 325,415 | | | $ | (58,603 | ) |
Whole life and term first year | | | 60,317 | | | | 37,637 | | | | 22,680 | |
Whole life and term renewal | | | 13,513 | | | | 19,890 | | | | (6,377 | ) |
Final expense first year | | | 1,297,176 | | | | 1,453,356 | | | | (156,180 | ) |
Final expense renewal | | | 296,376 | | | | 215,612 | | | | 80,764 | |
Total commissions | | $ | 1,934,194 | | | $ | 2,051,910 | | | $ | (117,716 | ) |
The $117,716 decrease in commissions for the three months ended September 30, 2018 is primarily due to a $156,180 decrease in final expense first year commissions (corresponding to a $133,547 decrease in first year final expense premiums) and a $58,603 decrease in annuity commissions (corresponding to a $2,259,211 decrease in annuity considerations net of coinsurance) that exceeded an $80,764 increase in final expense renewal commissions (corresponding to a $770,591 increase in final expense renewal premiums).
Other Underwriting, Insurance and Acquisition Expenses
The $486,849 increase in other underwriting, insurance and acquisition expenses for the three months ended September 30, 2018 was primarily related to increased salaries and benefits due to profit bonus paid to the Company’s executive officer and increased use of consultants for new business initiatives that exceeded a decrease in legal fees due to the settlement of the Decreasing Term to 95 lawsuit.
Federal Income Taxes
FTFC filed its 2017 consolidated federal income tax return with TLIC, FBLIC and FTCC since by 2017 all companies had been members of a consolidated group for five years. Prior to 2017, FTFC filed consolidated federal income tax returns with FTCC and from 2012 to 2016 TLIC and FBLIC filed separate consolidated federal income tax returns as a life insurance company.
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, current income tax benefit was $1,320. For the three months ended September 30, 2018 and 2017, deferred federal income tax expense was $409,687 and $294,437, respectively.
Net Income Per Common Share Basic and Diluted
Net income was $1,524,759 ($0.20 per common share basic and diluted) and $1,244,652 ($0.16 per common share basic and diluted) for the three months ended September 30, 2018 and 2017, respectively. Net income per common share basic and diluted is calculated using the weighted average number of common shares outstanding during the period. The weighted average outstanding and subscribed common shares basic and diluted for the three months ended September 30, 2018 and 2017 were 7,802,593.
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, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Three Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Revenues: | | | | | | | | | | | | |
Life insurance operations | | $ | 5,556,358 | | | $ | 4,723,138 | | | $ | 833,220 | |
Annuity operations | | | 4,346,120 | | | | 3,903,408 | | | | 442,712 | |
Corporate operations | | | 101,313 | | | | 85,738 | | | | 15,575 | |
Total | | $ | 10,003,791 | | | $ | 8,712,284 | | | $ | 1,291,507 | |
Income before federal income taxes: | | | | | | | | | | | | |
Life insurance operations | | $ | 305,976 | | | $ | 345,522 | | | $ | (39,546 | ) |
Annuity operations | | | 1,522,702 | | | | 1,141,492 | | | | 381,210 | |
Corporate operations | | | 105,768 | | | | 50,755 | | | | 55,013 | |
Total | | $ | 1,934,446 | | | $ | 1,537,769 | | | $ | 396,677 | |
Life Insurance Operations
The $833,220 increase in revenues from Life Insurance Operations for the three months ended September 30, 2018 is primarily due to the following:
| ● | $642,621 increase in premiums |
| ● | $147,440 increase in net investment income |
| ● | $43,817 increase in net realized investment gains |
| ● | $658 decrease in service fees and other income |
The $39,546 decreased profitability from Life Insurance Operations for the three months ended September 30, 2018 is primarily due to the following:
| ● | $472,766 decrease in policy acquisition costs deferred net of amortization |
| ● | $455,464 increase in other underwriting, insurance and acquisition expenses |
| ● | $427,130 increase in future policy benefits |
| ● | $17,085 increase in surrenders |
| ● | $658 decrease in service fees and other income |
| ● | $2,345 decrease in amortization of value of insurance business acquired |
| ● | $4,153 decrease in dividend, endowment and supplementary life contract benefits |
| ● | $43,817 increase in net realized investment gains |
| ● | $59,113 decrease in commissions |
| ● | $147,440 increase in net investment income |
| ● | $434,068 decrease in death benefits |
| ● | $642,621 increase in premiums |
Annuity Operations
The $442,712 increase in revenues from Annuity Operations for the three months ended September 30, 2018 is due to the following:
| ● | $204,728 increase in net realized investment gains |
| ● | $174,757 increase in net investment income |
| ● | $63,227 increase in service fees and other income |
The $381,210 increased profitability from Annuity Operations for the three months ended September 30, 2018 is due to the following:
| ● | $204,728 increase in net realized investment gains |
| ● | $174,757 increase in net investment income |
| ● | $63,227 increase in service fees and other income |
| ● | $58,603 decrease in commissions |
| ● | $2,345 decrease in amortization of value of insurance business acquired |
| ● | $36,439 increase in interest credited to policyholders |
| ● | $15,188 decrease in policy acquisition costs deferred net of amortization |
| ● | $70,823 increase in other underwriting, insurance and acquisition expenses |
Corporate Operations
The $15,575 increase in revenues from Corporate Operations for the three months ended September 30, 2018 is due to $24,942 of increased net investment income and $9,367 of decreased service fees and other income.
The $55,013 increase in Corporate Operations profitability for the three months ended September 30, 2018 is primarily due to $39,438 of decreased operating expenses and $24,942 of increased net investment income that exceeded $9,367 of decreased service fees and other income.
Results of Operations – Nine Months Ended September 30, 2018 and 2017
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, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Nine Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Premiums | | $ | 13,760,857 | | | $ | 11,560,664 | | | $ | 2,200,193 | |
Net investment income | | | 14,701,414 | | | | 12,296,827 | | | | 2,404,587 | |
Net realized investment gains | | | 269,531 | | | | 254,108 | | | | 15,423 | |
Loss on other-than-temporary impairment | | | - | | | | (224,250 | ) | | | 224,250 | |
Service fees | | | 300,035 | | | | 10,849 | | | | 289,186 | |
Other income | | | 58,149 | | | | 81,527 | | | | (23,378 | ) |
Total revenues | | $ | 29,089,986 | | | $ | 23,979,725 | | | $ | 5,110,261 | |
The $5,110,261 increase in total revenues for the nine months ended September 30, 2018 is discussed below.
Premiums
Our premiums for the nine months ended September 30, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Nine Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Whole life and term first year | | $ | 175,105 | | | $ | 125,009 | | | $ | 50,096 | |
Whole life and term renewal | | | 1,574,714 | | | | 1,718,302 | | | | (143,588 | ) |
Final expense first year | | | 3,349,181 | | | | 3,496,902 | | | | (147,721 | ) |
Final expense renewal | | | 8,515,909 | | | | 6,213,881 | | | | 2,302,028 | |
Supplementary contracts with life contingencies | | | 145,948 | | | | 6,570 | | | | 139,378 | |
Total premiums | | $ | 13,760,857 | | | $ | 11,560,664 | | | $ | 2,200,193 | |
The $2,200,193 increase in premiums for the nine months ended September 30, 2018 is primarily due to the a $2,302,028 increase in final expense renewal premiums and $139,378 increase in considerations for supplementary contracts with life contingencies that exceeded the $147,721 decrease in final expense first year premiums and a $143,588 decrease in whole life and term renewal premiums.
The increase in final expense renewal premiums reflects the persistency of prior years’ final expense production. The decrease in final expense first year premium reflects increased competition from our competitors. 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 increase in supplementary contracts with life contingencies reflects policyholder decisions to receive future payment streams during their remaining life instead of a lump sum payment.
Net Investment Income
The major components of our net investment income for the nine months ended September 30, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Nine Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Fixed maturity securities | | $ | 4,792,648 | | | $ | 4,887,826 | | | $ | (95,178 | ) |
Preferred stock and equity securities | | | 57,397 | | | | 14,540 | | | | 42,857 | |
Other long-term investments | | | 2,974,163 | | | | 2,707,438 | | | | 266,725 | |
Mortgage loans | | | 8,253,828 | | | | 6,101,462 | | | | 2,152,366 | |
Policy loans | | | 90,480 | | | | 84,657 | | | | 5,823 | |
Real estate | | | 282,108 | | | | 281,366 | | | | 742 | |
Short-term and other investments | | | 160,392 | | | | 117,764 | | | | 42,628 | |
Gross investment income | | | 16,611,016 | | | | 14,195,053 | | | | 2,415,963 | |
Investment expenses | | | (1,909,602 | ) | | | (1,898,226 | ) | | | 11,376 | |
Net investment income | | $ | 14,701,414 | | | $ | 12,296,827 | | | $ | 2,404,587 | |
The $2,415,963 increase in gross investment income for the nine months ended September 30, 2018 is primarily due to increases in investments in mortgage loans and other long-term investments that exceeded fixed maturity securities. In the twelve months since September 30, 2017, our investments in mortgage loans have increased approximately $18.5 million, other long term investments have increased approximately $0.6 million and fixed maturity securities decreased approximately $15.2 million.
Net Realized Investment Gains
Our net realized investment gains result from sales of fixed maturity securities available-for-sale, equity securities at fair value, investment real estate, other long-term investments and changes in fair value of equity securities.
Our net realized investment gains for the nine months ended September 30, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Nine Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Fixed maturity securities available-for-sale: | | | | | | | | | | | | |
Sale proceeds | | $ | 20,809,074 | | | $ | 17,140,173 | | | $ | 3,668,901 | |
Amortized cost at sale date | | | 20,564,144 | | | | 16,952,722 | | | | 3,611,422 | |
Net realized gains | | $ | 244,930 | | | $ | 187,451 | | | $ | 57,479 | |
Equity securities at fair value: | | | | | | | | | | | | |
Sale proceeds | | $ | 361,947 | | | $ | - | | | $ | 361,947 | |
Cost at sale date | | | 336,215 | | | | - | | | | 336,215 | |
Net realized gains | | $ | 25,732 | | | $ | - | | | $ | 25,732 | |
Investment real estate: | | | | | | | | | | | | |
Sale proceeds | | $ | 261,470 | | | $ | 190,084 | | | $ | 71,386 | |
Carrying value at sale date | | | 209,821 | | | | 185,702 | | | | 24,119 | |
Net realized gains (losses) | | $ | 51,649 | | | $ | 4,382 | | | $ | 47,267 | |
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 | ) |
| | | | | | | | | | | | |
Equity securities, changes in fair value | | $ | (52,780 | ) | | $ | - | | | $ | (52,780 | ) |
| | | | | | | | | | | | |
Net realized investment gains | | $ | 269,531 | | | $ | 254,108 | | | $ | 15,423 | |
The Company has recorded 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 for the nine months ended September 30, 2018 and the year ended December 31, 2017.
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 nine months ended September 30, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Nine Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Benefits and claims | | | | | | | | | | | | |
Increase in future policy benefits | | $ | 4,684,724 | | | $ | 3,733,907 | | | $ | 950,817 | |
Death benefits | | | 3,963,815 | | | | 3,744,278 | | | | 219,537 | |
Surrenders | | | 666,128 | | | | 717,790 | | | | (51,662 | ) |
Interest credited to policyholders | | | 6,941,291 | | | | 6,530,403 | | | | 410,888 | |
Dividend, endowment and supplementary life contract benefits | | | 197,034 | | | | 200,260 | | | | (3,226 | ) |
Total benefits and claims | | | 16,452,992 | | | | 14,926,638 | | | | 1,526,354 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Policy acquisition costs deferred | | | (6,162,096 | ) | | | (7,370,469 | ) | | | 1,208,373 | |
Amortization of deferred policy acquisition costs | | | 2,677,918 | | | | 2,318,277 | | | | 359,641 | |
Amortization of value of insurance business acquired | | | 255,424 | | | | 298,089 | | | | (42,665 | ) |
Commissions | | | 5,963,852 | | | | 6,641,883 | | | | (678,031 | ) |
Other underwriting, insurance and acquisition expenses | | | 4,981,401 | | | | 4,588,947 | | | | 392,454 | |
Total expenses | | | 7,716,499 | | | | 6,476,727 | | | | 1,239,772 | |
Total benefits, claims and expenses | | $ | 24,169,491 | | | $ | 21,403,365 | | | $ | 2,766,126 | |
The $2,766,126 increase in total benefits, claims and expenses for the nine months ended September 30, 2018 is discussed below.
Benefits and Claims
The $1,526,354 increase in benefits and claims for the nine months ended September 30, 2018 is primarily due to the following:
| ● | $950,817 increase in future policy benefits is primarily due to the increased number of life policies in force and the aging of existing life policies. |
| ● | $410,888 increase in interest credited to policyholders is primarily due to an increase in the crediting rate on new annuity production and an increase of approximately $2.6 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, 2017. |
| ● | $219,537 increase in death benefits is primarily due to approximately $706,000 of increased final expense settlements that exceeded $351,000 of decreased ordinary life settlements, $119,000 of increased ceded claims and $16,000 of decreased assumed claims. |
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 policies and contracts, which vary with, and are primarily related to, the successful production of new and renewal insurance and annuity contracts.
For the nine months ended September 30, 2018 and 2017, capitalized costs were $6,162,096 and $7,370,469, respectively. Amortization of deferred policy acquisition costs for the nine months ended September 30, 2018 and 2017 were $2,677,918 and $2,318,277, respectively.
The $1,208,373 decrease in the 2018 acquisition costs deferred primarily relates to decreased annuity and first year final expense production resulting in decreased annuity and first year final expense commissions available for deferral. The $359,641 increase in the 2018 amortization of deferred acquisition costs is primarily due to increased death benefits.
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 $255,424 and $298,089 for the nine months ended September 30, 2018 and 2017, respectively.
Commissions
Our commissions for the nine months ended September 30, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Nine Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Annuity | | $ | 909,591 | | | $ | 1,697,220 | | | $ | (787,629 | ) |
Whole life and term first year | | | 160,536 | | | | 110,426 | | | | 50,110 | |
Whole life and term renewal | | | 46,150 | | | | 61,762 | | | | (15,612 | ) |
Final expense first year | | | 4,011,656 | | | | 4,181,772 | | | | (170,116 | ) |
Final expense renewal | | | 835,919 | | | | 590,703 | | | | 245,216 | |
Total commissions | | $ | 5,963,852 | | | $ | 6,641,883 | | | $ | (678,031 | ) |
The $678,031 decrease in commissions for the nine months ended September 30, 2018 is primarily due to a $787,629 decrease in annuity commissions (due to a $38,099,528 decline in annuity considerations net of coinsurance) and a $170,116 decrease in final expense first year commissions (due to a $147,721 decline in final expense first year premiums) that exceeded a $245,216 increase in final expense renewal commissions (due to a $2,302,028 increase in final expense renewal premiums).
Other Underwriting, Insurance and Acquisition Expenses
The $392,454 increase in other underwriting, insurance and acquisition expenses for the nine months ended September 30, 2018 was primarily related to increased use of consultants for new business initiatives, 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 salaries and profit bonus paid to the Company’s executive officer that exceeded a decrease in legal fees due to the settlement of the Decreasing Term to 95 lawsuit.
Federal Income Taxes
FTFC filed its 2017 consolidated federal income tax return with TLIC, FBLIC and FTCC since by 2017 all companies had been members of a consolidated group for five years. Prior to 2017, FTFC filed consolidated federal income tax returns with FTCC and from 2012 to 2016 TLIC and FBLIC filed separate consolidated federal income tax returns as a life insurance company.
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 nine months ended September 30, 2017, current income tax expense was $18,589. Deferred federal income tax expense was $1,055,978 and $501,597 for the nine months ended September 30, 2018 and 2017, respectively. The $554,381 increase in deferred income taxes is primarily due to the $1,850,000 lawsuit settlement payment during 2018 and the corresponding $388,500 increase in deferred tax expense.
Net Income Per Common Share Basic and Diluted
Net income was $3,864,517 ($0.50 per common share basic and diluted) and $2,056,174 ($0.26 per common share basic and diluted) for the nine months ended September 30, 2018 and 2017, respectively.
Net income per common share basic and diluted is calculated using the weighted average number of common shares outstanding and subscribed during the period. The weighted average outstanding and subscribed common shares basic and diluted for both the nine months ended September 30, 2018 and 2017 were 7,802,593.
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 nine months ended September 30, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Nine Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Revenues: | | | | | | | | | | | | |
Life insurance operations | | $ | 16,095,222 | | | $ | 13,321,087 | | | $ | 2,774,135 | |
Annuity operations | | | 12,647,899 | | | | 10,377,974 | | | | 2,269,925 | |
Corporate operations | | | 346,865 | | | | 280,664 | | | | 66,201 | |
Total | | $ | 29,089,986 | | | $ | 23,979,725 | | | $ | 5,110,261 | |
Income before income taxes: | | | | | | | | | | | | |
Life insurance operations | | $ | 605,498 | | | $ | 899,547 | | | $ | (294,049 | ) |
Annuity operations | | | 4,013,123 | | | | 1,488,848 | | | | 2,524,275 | |
Corporate operations | | | 301,874 | | | | 187,965 | | | | 113,909 | |
Total | | $ | 4,920,495 | | | $ | 2,576,360 | | | $ | 2,344,135 | |
Life Insurance Operations
The $2,774,135 increase in revenues from Life Insurance Operations for the nine months ended September 30, 2018 is primarily due to the following:
| ● | $2,200,193 increase in premiums |
| ● | $534,727 increase in net investment income |
| ● | $38,569 increase in net realized investment gains (that also includes a loss on other-than-temporary impairment) |
| ● | $646 increase in service fees and other income |
The $294,049 decreased profitability from Life Insurance Operations for the nine months ended September 30, 2018 is primarily due to the following:
| ● | $1,223,164 increase in other underwriting, insurance and acquisition expenses |
| ● | $950,817 increase in future policy benefits |
| ● | $641,288 decrease in policy acquisition costs deferred net of amortization |
| ● | $219,537 increase in death benefits |
| ● | $109,598 increase in commissions |
| ● | $646 increase in service fees and other income |
| ● | $3,226 decrease in dividend, endowment and supplementary life contract benefits |
| ● | $21,332 decrease in amortization of value of insurance business acquired |
| ● | $38,569 increase in net realized investment gains (that also includes a loss on other-than-temporary impairment) |
| ● | $51,662 decrease in surrenders |
| ● | $534,727 increase in net investment income |
| ● | $2,200,193 increase in premiums |
Annuity Operations
The $2,269,925 increase in revenues from Annuity Operations for the nine months ended September 30, 2018 is due to the following:
| ● | $1,778,770 increase in net investment income |
| ● | $290,051 increase in service fees and other income |
| ● | $201,104 increase in net realized investment gains (that also includes a loss on other-than-temporary impairment) |
The $2,524,275 increased profitability from Annuity Operations for the nine months ended September 30, 2018 is due to the following:
| ● | $1,778,770 increase in net investment income |
| ● | $787,629 decrease in commission |
| ● | $783,002 decrease in other underwriting, insurance and acquisition expenses |
| ● | $290,051 increase in service fees and other income |
| ● | $201,104 increase in net realized investment gains (that also includes a loss on other-than-temporary impairment) |
| ● | $21,333 decrease in amortization of value of insurance business acquired |
| ● | $410,888 increase in interest credited to policyholders |
| ● | $926,726 decrease in policy acquisition costs deferred net of amortization |
Corporate Operations
The $66,201 increase in revenues from Corporate Operations for the nine months ended September 30, 2018 is primarily due to $91,090 of increased net investment income that exceeded $24,889 of decreased service fees and other income.
The $113,909 increased Corporate Operations profitability for the nine months ended September 30, 2018 is primarily due to $91,090 of increased net investment income and $47,708 of decreased operating expenses that exceeded $24,889 of decreased service fees and other income.
Consolidated Financial Condition
Our invested assets as of September 30, 2018 and December 31, 2017 are summarized as follows:
| | (Unaudited) | | | | | | | Amount Change | |
| | September 30, 2018 | | | December 31, 2017 | | | 2018 less 2017 | |
Assets | | | | | | | | | | | | |
Investments | | | | | | | | | | | | |
Available-for-sale fixed maturity securities at fair value (amortized cost: $134,551,407 and $143,621,947 as of September 30, 2018 and December 31, 2017, respectively) | | $ | 132,839,018 | | | $ | 149,683,139 | | | $ | (16,844,121 | ) |
Available-for-sale preferred stock at fair value (cost: $99,945 as of September 30, 2018 and December 31, 2017) | | | 98,180 | | | | 100,720 | | | | (2,540 | ) |
Equity securities (available-for-sale 2017) at fair value (cost: $185,655 and $502,919 as of September 30, 2018 and December 31, 2017, respectively) | | | 201,383 | | | | 571,427 | | | | (370,044 | ) |
Mortgage loans on real estate | | | 121,505,716 | | | | 102,496,451 | | | | 19,009,265 | |
Investment real estate | | | 2,442,440 | | | | 2,382,966 | | | | 59,474 | |
Policy loans | | | 1,755,270 | | | | 1,660,175 | | | | 95,095 | |
Short-term investments | | | 135,963 | | | | 547,969 | | | | (412,006 | ) |
Other long-term investments | | | 58,255,713 | | | | 55,814,583 | | | | 2,441,130 | |
Total investments | | $ | 317,233,683 | | | $ | 313,257,430 | | | $ | 3,976,253 | |
The $16,844,121 decrease and $18,731,633 increase in fixed maturity available-for-sale securities for the nine months ended September 30, 2018 and 2017, respectively, are summarized as follows:
| | (Unaudited) | |
| | Nine Months Ended September 30, | |
| | 2018 | | | 2017 | |
Fixed maturity securities, available-for-sale, beginning | | $ | 149,683,139 | | | $ | 129,311,155 | |
Purchases | | | 11,958,357 | | | | 32,830,057 | |
Unrealized appreciation (depreciation) | | | (7,773,581 | ) | | | 4,429,221 | |
Net realized investment gains (losses) | | | 244,930 | | | | (36,799 | ) |
Sales proceeds | | | (15,933,074 | ) | | | (10,378,173 | ) |
Maturities | | | (4,876,000 | ) | | | (6,762,000 | ) |
Transfer to other long-term investments | | | - | | | | (729,737 | ) |
Premium amortization | | | (464,753 | ) | | | (620,936 | ) |
Increase (decrease) | | | (16,844,121 | ) | | | 18,731,633 | |
Fixed maturity securities, available-for-sale, ending | | $ | 132,839,018 | | | $ | 148,042,788 | |
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.” 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, asset-backed securities and foreign securities.
The $2,540 decrease and $5,660 increase in preferred stock available-for-sale for the nine months ended September 30, 2018 and 2017, respectively, are summarized as follows:
| | (Unaudited) | |
| | Nine Months Ended September 30, | |
| | 2018 | | | 2017 | |
Preferred stock, available-for-sale, beginning | | $ | 100,720 | | | $ | 96,360 | |
Unrealized appreciation (depreciation) | | | (2,540 | ) | | | 5,660 | |
Increase (decrease) | | | (2,540 | ) | | | 5,660 | |
Preferred stock, available-for-sale, ending | | $ | 98,180 | | | $ | 102,020 | |
Preferred stock available-for-sale is 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.”
The $370,044 decrease and $28,291 increase in equity securities for the nine months ended September 30, 2018 and 2017, respectively, are summarized as follows:
| | (Unaudited) | |
| | Nine Months Ended September 30, | |
| | 2018 | | | 2017 | |
Equity securities, beginning | | $ | 571,427 | | | $ | 542,047 | |
Purchases | | | 53,828 | | | | 2,832 | |
Sales proceeds | | | (361,947 | ) | | | - | |
Joint venture distribution | | | (34,877 | ) | | | - | |
Unrealized appreciation | | | - | | | | 25,459 | |
Net realized investment gains sale of securities | | | 25,732 | | | | - | |
Net realized investment losses, changes in fair value | | | (52,780 | ) | | | - | |
Increase (decrease) | | | (370,044 | ) | | | 28,291 | |
Equity securities, ending | | $ | 201,383 | | | $ | 570,338 | |
Equity securities in 2018 are reported at fair value with the change in fair value reflected in net realized investment gains (losses) within the consolidated statements of operations. Equity securities in 2017 were 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.”
The $19,009,265 and $28,641,729 increases in mortgage loans on real estate for the nine months ended September 30, 2018 and 2017, respectively, are summarized as follows:
| | (Unaudited) | |
| | Nine Months Ended September 30, | |
| | 2018 | | | 2017 | |
Mortgage loans on real estate, beginning | | $ | 102,496,451 | | | $ | 74,371,286 | |
Purchases | | | 47,077,889 | | | | 44,857,137 | |
Discount accretion | | | 437,832 | | | | 206,161 | |
Payments | | | (28,034,586 | ) | | | (16,129,739 | ) |
Foreclosed - transfer to real estate | | | (378,411 | ) | | | (142,455 | ) |
Increase in allowance for bad debts | | | (61,083 | ) | | | (105,024 | ) |
Amortization of loan origination fees | | | (32,376 | ) | | | (44,351 | ) |
Increase | | | 19,009,265 | | | | 28,641,729 | |
Mortgage loans on real estate, ending | | $ | 121,505,716 | | | $ | 103,013,015 | |
The $59,474 increase and $152,362 decrease in investment real estate for the nine months ended September 30, 2018 and 2017, respectively, are summarized as follows:
| | (Unaudited) | |
| | Nine Months Ended September 30, | |
| | 2018 | | | 2017 | |
Investment real estate, beginning | | $ | 2,382,966 | | | $ | 2,506,673 | |
Real estate acquired through mortgage loan foreclosure | | | 378,411 | | | | 142,455 | |
Sales proceeds | | | (261,470 | ) | | | (190,084 | ) |
Depreciation of building | | | (109,116 | ) | | | (109,115 | ) |
Net realized investment gains | | | 51,649 | | | | 4,382 | |
Increase (decrease) | | | 59,474 | | | | (152,362 | ) |
Investment real estate, ending | | $ | 2,442,440 | | | $ | 2,354,311 | |
The $2,441,130 and $10,886,532 increases in other long-term investments (composed of lottery receivables) for the nine months ended September 30, 2018 and 2017, respectively, are summarized as follows:
| | (Unaudited) | |
| | Nine Months Ended September 30, | |
| | 2018 | | | 2017 | |
Other long-term investments, beginning | | $ | 55,814,583 | | | $ | 46,788,873 | |
Purchases | | | 6,068,995 | | | | 14,036,084 | |
Transfer from fixed maturity available-for-sale securities | | | - | | | | 729,737 | |
Accretion of discount | | | 2,978,394 | | | | 2,713,543 | |
Net realized investment gains | | | - | | | | 62,275 | |
Sales proceeds | | | - | | | | (792,012 | ) |
Payments | | | (6,606,259 | ) | | | (5,863,095 | ) |
Increase | | | 2,441,130 | | | | 10,886,532 | |
Other long-term investments, ending | | $ | 58,255,713 | | | $ | 57,675,405 | |
Our assets other than invested assets as of September 30, 2018 and December 31, 2017 are summarized as follows:
| | (Unaudited) | | | | | | | Amount Change | |
| | September 30, 2018 | | | December 31, 2017 | | | 2018 less 2017 | |
| | | | | | | | | | | | |
Cash and cash equivalents | | $ | 29,913,662 | | | $ | 31,496,159 | | | $ | (1,582,497 | ) |
Accrued investment income | | | 2,727,777 | | | | 2,544,963 | | | | 182,814 | |
Recoverable from reinsurers | | | 1,775,081 | | | | 1,340,700 | | | | 434,381 | |
Assets held in trust under coinsurance agreement | | | 15,831,355 | | | | - | | | | 15,831,355 | |
Agents' balances and due premiums | | | 1,517,547 | | | | 1,485,305 | | | | 32,242 | |
Deferred policy acquisition costs | | | 28,172,290 | | | | 24,555,902 | | | | 3,616,388 | |
Value of insurance business acquired | | | 5,271,221 | | | | 5,526,645 | | | | (255,424 | ) |
Other assets | | | 11,956,822 | | | | 10,920,570 | | | | 1,036,252 | |
Assets other than investment assets | | $ | 97,165,755 | | | $ | 77,870,244 | | | $ | 19,295,511 | |
The $1,582,497 decrease in cash and cash equivalents is discussed below in the “Liquidity and Capital Resources” section where cash flows are addressed.
The increases in deferred policy acquisition costs for the nine months ended September 30, 2018 and 2017, respectively, are summarized as follows:
| | (Unaudited) | |
| | Nine Months Ended September 30, | |
| | 2018 | | | 2017 | |
Balance, beginning of year | | $ | 24,555,902 | | | $ | 18,191,990 | |
Capitalization of commissions, sales and issue expenses | | | 6,162,096 | | | | 7,370,469 | |
Amortization | | | (2,677,918 | ) | | | (2,318,277 | ) |
Deferred acquisition costs allocated to investments | | | 132,210 | | | | (79,810 | ) |
| | | | | | | | |
Balance, end of year | | $ | 28,172,290 | | | $ | 23,164,372 | |
Our other assets as of September 30, 2018 and December 31, 2017 are summarized as follows:
| | (Unaudited) | | | | | | | Amount Change | |
| | September 30, 2018 | | | December 31, 2017 | | | 2018 less 2017 | |
Advances to mortgage loan originator | | $ | 4,662,791 | | | $ | 4,925,259 | | | $ | (262,468 | ) |
Federal and state income taxes recoverable | | | 4,043,054 | | | | 2,504,494 | | | | 1,538,560 | |
Notes receivable | | | 447,238 | | | | 448,006 | | | | (768 | ) |
Accrual of mortgage loan and long-term investment payments due | | | 1,978,500 | | | | 2,516,490 | | | | (537,990 | ) |
Receivable for securities sold | | | 550,000 | | | | 364,611 | | | | 185,389 | |
Guaranty funds | | | 77,440 | | | | 73,151 | | | | 4,289 | |
Other receivables, prepaid assets and deposits | | | 197,799 | | | | 88,559 | | | | 109,240 | |
Total other assets | | $ | 11,956,822 | | | $ | 10,920,570 | | | $ | 1,036,252 | |
There was a $1,538,560 increase in federal and state income taxes recoverable primarily due to federal and state tax withholdings on lottery receivables.
As of September 30, 2018, the Company had $550,000 of security sales where the trade date and settlement date were in different financial reporting periods compared to $364,611 of security sales overlapping financial reporting periods as of December 31, 2017.
There was a $537,990 decrease 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 2018.
There was a $262,468 decrease in advances to one mortgage loan originator who acquires residential mortgage loans for our life companies.
The increase in other receivables, prepaid assets and deposits of $109,240 was due to a $125,000 deposit to acquire a Barbados, West Indies domiciled life insurance company that will soon be approved by local country regulators.
On April 15, 2018, 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.
Our liabilities as of September 30, 2018 and December 31, 2017 are summarized as follows:
| | (Unaudited) | | | | | | | Amount Change | |
| | September 30, 2018 | | | December 31, 2017 | | | 2018 less 2017 | |
| | | | | | | | | | | | |
Policy liabilities | | | | | | | | | | | | |
Policyholders' account balances | | $ | 294,738,874 | | | $ | 292,909,762 | | | $ | 1,829,112 | |
Future policy benefits | | | 54,316,902 | | | | 49,663,099 | | | | 4,653,803 | |
Policy claims | | | 1,030,040 | | | | 1,148,513 | | | | (118,473 | ) |
Other policy liabilities | | | 68,331 | | | | 68,490 | | | | (159 | ) |
Total policy liabilities | | | 350,154,147 | | | | 343,789,864 | | | | 6,364,283 | |
Funds withheld under coinsurance agreement | | | 18,720,257 | | | | - | | | | 18,720,257 | |
Deferred federal income taxes | | | 2,398,299 | | | | 2,961,929 | | | | (563,630 | ) |
Other liabilities | | | 4,034,342 | | | | 3,123,702 | | | | 910,640 | |
Total liabilities | | $ | 375,307,045 | | | $ | 349,875,495 | | | $ | 25,431,550 | |
The $1,829,112 and $46,782,199 increases in policyholders’ account balances for the nine months ended September 30, 2018 and 2017, respectively, are summarized as follows:
| | (Unaudited) | |
| | Nine Months Ended September 30, | |
| | 2018 | | | 2017 | |
Policyholders' account balances, beginning | | $ | 292,909,762 | | | $ | 245,346,489 | |
Deposits | | | 35,533,959 | | | | 54,296,750 | |
Withdrawals | | | (21,925,881 | ) | | | (14,044,954 | ) |
Funds withheld under coinsurance agreement | | | (18,720,257 | ) | | | - | |
Interest credited | | | 6,941,291 | | | | 6,530,403 | |
Increase | | | 1,829,112 | | | | 46,782,199 | |
Policyholders' account balances, ending | | $ | 294,738,874 | | | $ | 292,128,688 | |
The $4,653,803 increase in future policy benefits during the nine months ended September 30, 2018 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 $563,630 decrease in deferred federal income taxes during the nine months ended September 30, 2018 was due to $1,619,608 of decreased deferred federal income taxes on the unrealized appreciation (depreciation) of fixed maturity and preferred stock available-for-sale and $1,055,978 of operating deferred federal tax expense.
Our other liabilities as of September 30, 2018 and December 31, 2017 are summarized as follows:
| | (Unaudited) | | | | | | | Amount Change | |
| | September 30, 2018 | | | December 31, 2017 | | | 2018 less 2017 | |
Suspense accounts payable | | $ | 2,921,812 | | | $ | 42,901 | | | $ | 2,878,911 | |
Accounts payable | | | 26,711 | | | | 1,898,817 | | | | (1,872,106 | ) |
Accrued expenses payable | | | 714,000 | | | | 776,000 | | | | (62,000 | ) |
Payable for securities purchased | | | 604,959 | | | | 462,598 | | | | 142,361 | |
Guaranty fund assessments | | | 43,000 | | | | 43,000 | | | | - | |
Unearned investment income | | | 73,703 | | | | 62,326 | | | | 11,377 | |
Deferred revenue | | | 21,661 | | | | 29,784 | | | | (8,123 | ) |
Unclaimed funds | | | 47,209 | | | | 23,622 | | | | 23,587 | |
Other payables, withholdings and escrows | | | (418,713 | ) | | | (215,346 | ) | | | (203,367 | ) |
Total other liabilities | | $ | 4,034,342 | | | $ | 3,123,702 | | | $ | 910,640 | |
The $2,878,911 increase in suspense accounts payable is due to increased deposits on policy applications that had not been issued as of the financial reporting date.
The $1,872,106 decrease in accounts payable is primarily due to a payment of $1,850,000 to settle the FBLIC Decreasing Term to 95 lawsuit.
As of September 30, 2018, the Company had $604,959 of security purchases where the trade date and settlement date were in different financial reporting periods compared to $462,598 of security purchases overlapping financial reporting periods as of December 31, 2017.
The $203,367 decline in other payables, withholdings and escrows is primarily due to an increase in escrow amounts on purchased mortgage loans due from previous servicers.
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, 2018, 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.
The Company has also 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.
As of September 30, 2018, we had cash and cash equivalents totaling $29,913,662. As of September 30, 2018, cash and cash equivalents of $15,038,654 and $12,184,822, respectively, totaling $27,223,476 were held by TLIC and FBLIC and may not be available for use by FTFC due to the required pre-approval by the OID and Missouri Department of Insurance 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 $1,124,823 in 2018 without prior approval. In addition, based on those limitations, there is the capacity for FBLIC to pay a dividend up to $760,348 in 2018 without prior approval. FBLIC paid no dividends to TLIC in 2018 and 2017. TLIC has paid no dividends to FTFC in 2018 and 2017.
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 $17,126,600 and $21,835,216 as of September 30, 2018 and December 31, 2017, 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.
Through June 30, 2018, the Company had a $1.0 million line of credit with a bank executed in July 2017 to provide working capital and funds for expansion. The terms of the line of credit allowed for advances, repayments and re-borrowings through the maturity date of June 30, 2018. Any outstanding advances would have incurred 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. The Company did not utilize this line of credit during 2018 or 2017.
Our cash flows for the nine months ended September 30, 2018 and 2017 are summarized as follows:
| | (Unaudited) | | | | | |
| | Nine Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Net cash provided by (used in) by operating activities | | $ | (6,096,691 | ) | | $ | 414,471 | | | $ | (6,511,162 | ) |
Net cash used in investing activities | | | (9,093,884 | ) | | | (45,930,709 | ) | | | 36,836,825 | |
Net cash provided by financing activities | | | 13,608,078 | | | | 40,251,796 | | | | (26,643,718 | ) |
Decrease in cash and cash equivalents | | | (1,582,497 | ) | | | (5,264,442 | ) | | | 3,681,945 | |
Cash and cash equivalents, beginning of period | | | 31,496,159 | | | | 34,223,945 | | | | (2,727,786 | ) |
Cash and cash equivalents, end of period | | $ | 29,913,662 | | | $ | 28,959,503 | | | $ | 954,159 | |
The $6,096,691 cash used by operating activities and $414,471 cash provided by operating activities for the nine months ended September 30, 2018 and 2017, respectively, are summarized as follows:
| | (Unaudited) | | | | | |
| | Nine Months Ended September 30, | | | Amount Change | |
| | 2018 | | | 2017 | | | 2018 less 2017 | |
Premiums collected | | $ | 13,755,081 | | | $ | 11,582,534 | | | $ | 2,172,547 | |
Net investment income collected | | | 12,116,494 | | | | 8,778,763 | | | | 3,337,731 | |
Service fees and other income collected | | | 358,184 | | | | 92,376 | | | | 265,808 | |
Death benefits paid | | | (4,516,669 | ) | | | (3,613,141 | ) | | | (903,528 | ) |
Surrenders paid | | | (666,128 | ) | | | (717,790 | ) | | | 51,662 | |
Dividends and endowments paid | | | (199,435 | ) | | | (201,813 | ) | | | 2,378 | |
Commissions paid | | | (5,988,077 | ) | | | (6,824,917 | ) | | | 836,840 | |
Other underwriting, insurance and acquisition expenses paid | | | (6,888,595 | ) | | | (4,359,559 | ) | | | (2,529,036 | ) |
Taxes paid | | | (1,538,560 | ) | | | (739,692 | ) | | | (798,868 | ) |
Decreased advances to mortgage loan originator | | | 262,468 | | | | 552,886 | | | | (290,418 | ) |
Increased (decreased) deposits of pending policy applications | | | 2,878,911 | | | | (4,108,873 | ) | | | 6,987,784 | |
Increased assets held in trust under coinsurance agreement | | | (15,831,355 | ) | | | - | | | | (15,831,355 | ) |
Decreased short-term investments | | | 412,006 | | | | - | | | | 412,006 | |
Increased policy loans | | | (95,095 | ) | | | (28,655 | ) | | | (66,440 | ) |
Increased deposits | | | (125,000 | ) | | | - | | | | (125,000 | ) |
Other | | | (30,921 | ) | | | 2,352 | | | | (33,273 | ) |
Cash provided by (used in) operating activities | | $ | (6,096,691 | ) | | $ | 414,471 | | | $ | (6,511,162 | ) |
Please see the statements of cash flows for the nine months ended September 30, 2018 and 2017 for a summary of the components of net cash used in investing activities and net cash provided by financing activities.
Our shareholders’ equity as of September 30, 2018 and December 31, 2017 is summarized as follows:
| | (Unaudited) | | | | | | | Amount Change | |
| | September 30, 2018 | | | December 31, 2017 | | | 2018 less 2017 | |
| | | | | | | | | | | | |
Common stock, par value $.01 per share (20,000,000 shares authorized, 8,050,173 issued as of September 30, 2018 and December 31, 2017 and 7,802,593 outstanding as of September 30, 2018 and December 31, 2017) | | $ | 80,502 | | | $ | 80,502 | | | $ | - | |
Additional paid-in capital | | | 28,684,598 | | | | 28,684,598 | | | | - | |
Treasury stock, at cost (247,580 shares as of September 30, 2018 and December 31, 2017) | | | (893,947 | ) | | | (893,947 | ) | | | - | |
Accumulated other comprehensive income (loss) | | | (1,331,860 | ) | | | 4,760,951 | | | | (6,092,811 | ) |
Accumulated earnings | | | 12,553,100 | | | | 8,620,075 | | | | 3,933,025 | |
Total shareholders' equity | | $ | 39,092,393 | | | $ | 41,252,179 | | | $ | (2,159,786 | ) |
The decrease in shareholders’ equity of $2,159,786 for the nine months ended September 30, 2018 is due to $6,092,811 in other comprehensive loss that exceeded $3,864,517 in net income and a $68,508 cumulative-effect of adoption of accounting guidance for reporting changes in fair value of equity securities in net realized gains and losses instead of accumulated other comprehensive income.
Equity per common share outstanding decreased 5.3% from $5.29 per share as of December 31, 2017 to $5.01 per share as of September 30, 2018, based upon 7,802,593 common shares outstanding as of both September 30, 2018 and December 31, 2017.
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 2018 or 2017. Our investments include marketable debt securities that could be readily converted to cash for liquidity needs.
We are subject to various market risks. The quality of our investment portfolio and the current level of shareholders’ 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 ($1,714,154) and $6,130,475 as of September 30, 2018 and December 31, 2017, respectively, prior to the impact of income taxes and deferred acquisition cost adjustments. A decrease of $7,531,191 in unrealized losses arising for the nine months ended September 30, 2018 has been offset by the cumulative effect adjustment for the adoption of accounting guidance for equity securities of $68,508 and 2018 net realized investment gains of $244,930 originating from the sale and call activity for fixed maturity securities available-for-sale resulting in net unrealized losses on investments of $7,844,629.
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 relationship 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’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.
As of September 30, 2018, 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 12.2% 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 2017, 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-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.
Effective January 1, 2017, the Company entered into a revised advance agreement with one loan originator. As of September 30, 2018, the Company has outstanding advances to this loan originator totaling $4,662,792. The advances are secured by $5,403,030 of residential mortgage loans on real estate that are assigned to the Company. The Company has committed to fund up to an additional $837,208 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, 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, 2018, $634,817 of additional and secured residential mortgage loan balances on real estate are held in escrow by the Company. As of September 30, 2018, $430,885 of that escrow amount is available to the Company as additional collateral on $4,662,792 of advances to the loan originator. The remaining September 30, 2018 escrow amount of $203,932 is available to the Company as additional collateral on its investment of $40,786,373 in residential mortgage loans on real estate.
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, 2018 will be sufficient to fund our anticipated operating expenses.
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. |
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. 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’s internal control over financial reporting during the three months ended September 30, 2018 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, against former Company Board of Directors member Wayne 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.
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 the 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 has appealed this decision but has failed to post an appeal bond. As a consequence, the Company and Mr. Zahn are in the process of executing on the judgments against Mr. Pettigrew’s assets. The Company and Mr. Zahn have so far collected some property and money in the execution process and will continue to execute on the judgments. Any money or property collected to date during the execution of the judgments are held in an escrow by a third party, have not been reflected in the September 30, 2018 consolidated financial statements and would have to be returned to Mr. Pettigrew in the event the judgments are reversed by the appellate courts.
Prior to being acquired by TLIC, FBLIC developed, marketed, and sold life insurance products known as “Decreasing Term to 95” policies. On January 17, 2013, FBLIC’s Board of Directors voted that, effective March 1, 2013, it was not approving, and therefore was not providing, a dividend for the Decreasing Term to 95 policies. On November 22, 2013, a lawsuit was filed in the Circuit Court of Greene County, Missouri asserting claims against FBLIC relating to this decision. A trial was held November 27, 2017 through December 1, 2017 on the individual claims of two policyholders asserting fraud and negligent misrepresentation and on claims of a class of Missouri residents asking 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, plus interest and attorneys’ fees.
During 2018, a settlement was reached by the parties and the Court approved the settlement agreement on June 11, 2018. FBLIC paid $1.85 million to resolve all class and individual claims and all active Decreasing Term to 95 policies for individuals in the class were cancelled.
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
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. |
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 13, 2018 | By: | /s/ Gregg E. Zahn | |
| | Gregg E. Zahn, President and Chief Executive Officer | |
| | | |
| | | |
November 13, 2018 | By: | /s/ Jeffrey J. Wood | |
| | Jeffrey J. Wood, Chief Financial Officer | |
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