SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2005 Commission File Number: 0-9341
- ------------------------------- ------------------------------
SECURITY NATIONAL FINANCIAL CORPORATION
Exact Name of Registrant.
UTAH 87-0345941
- ------------------ -------------
(State or other jurisdiction IRS Identification Number
of incorporation or organization
5300 South 360 West, Salt Lake City, Utah 84123
- ----------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code (801) 264-1060
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class A Common Stock, $2.00 par value 5,441,713
- ------------------------------------- --------------
Title of Class Number of Shares
Outstanding as of June 30, 2005
Class C Common Stock, $.20 par value 6,380,197
- ------------------------------------ --------------
Title of Class Number of Shares
Outstanding as of June 30, 2005
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2005
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements Page No.
- ------ --------
Condensed Consolidated Statements of Earnings -
Six and three months ended June 30, 2005 and 2004 (unaudited)....3
Condensed Consolidated Balance Sheets -
June 30, 2005, and December 31, 2004 (unaudited)...............4-5
Condensed Consolidated Statements of Cash Flows -
Six months ended June 30, 2005 and 2004 (unaudited)..............6
Notes to Condensed Consolidated Financial
Statements (unaudited)........................................7-12
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations.....................................12-15
Item 3 Quantitative and Qualitative Disclosures about Market Risk.......15
- ------
Item 4 Controls and Procedures..........................................16
- ------
PART II - OTHER INFORMATION
Other Information...........................................16-20
Signature Page.................................................21
Certifications..............................................22-24
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
Six Months Ended Three Months Ended
June 30, June 30,
Revenues: 2005 2004 2005 2004
- -------- ---- ---- ---- ----
Insurance premiums and other
considerations $13,892,729 $12,800,139 $6,712,209 $ 6,403,965
Net investment income 9,443,101 7,798,307 5,097,838 4,242,060
Net mortuary and cemetery sales 5,731,184 5,952,887 2,845,816 2,896,482
Realized gains on investments
and other assets 23,314 5,323 (376) --
Mortgage fee income 30,266,092 35,323,455 17,094,986 17,254,725
Other 310,320 430,186 93,583 240,148
------------ ------------ ----------- ------------
Total revenues 59,666,740 62,310,297 31,844,056 31,037,380
------------ ------------ ----------- ------------
Benefits and expenses:
Death benefits 6,425,475 6,898,118 2,909,547 3,125,167
Surrenders and other policy benefits 822,877 771,173 353,510 291,334
Increase in future policy benefits 5,070,915 4,003,080 2,442,725 2,134,348
Amortization of deferred policy and
pre-need acquisition costs and costs of
insurance acquired 1,609,041 2,764,792 776,839 1,565,517
General and administrative expenses:
Commissions 24,325,620 26,800,161 13,728,756 12,593,105
Salaries 7,748,483 7,307,930 3,935,749 3,726,286
Other 9,915,402 9,740,440 5,399,279 5,047,561
Interest expense 1,669,121 1,059,566 1,027,433 694,243
Cost of goods and services
sold of the mortuaries and
cemeteries 1,114,956 1,137,344 567,116 539,812
------------- ------------- ------------- --------------
Total benefits and expenses 58,701,890 60,482,604 31,140,954 29,717,373
------------ ------------ ----------- ------------
Earnings before income taxes 964,850 1,827,693 703,102 1,320,007
Income tax expense (133,467) (525,872) (151,627) (397,754)
Minority interest -- 23,705 -- 1,691
------------------- -------------- ----------------- ---------------
Net earnings $ 831,383 $ 1,325,526 $ 551,475 $ 923,944
============ =========== =========== =============
Net earnings per common share $.14 $.23 $.09 $.16
==== ==== ==== ====
Weighted average outstanding
common shares 6,079,725 5,656,575 6,079,732 5,662,761
=========== =========== =========== ===========
Net earnings per common share
-assuming dilution $.14 $.23 $.09 $.16
==== ==== ==== ====
Weighted average outstanding
common shares assuming-dilution 6,104,244 5,793,655 6,081,740 5,716,048
=========== =========== =========== ===========
See accompanying notes to condensed consolidated financial statements.
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,
Assets: 2005 2004
- ------- ---- ----
Insurance-related investments:
Fixed maturity securities held
to maturity, at amortized cost $ 65,627,473 $69,984,761
Fixed maturity securities available for sale,
at market 10,845,973 11,066,025
Equity securities available for sale,
at market 4,054,597 4,166,769
Mortgage loans on real estate and construction
loans, net of allowance for losses 72,844,399 65,831,586
Real estate, net of accumulated depreciation
and allowances for losses 10,957,015 9,709,129
Policy, student and other loans 12,492,048 13,312,471
Short-term investments 4,884,120 4,628,999
------------- -------------
Total insurance-related investments 181,705,625 178,699,740
------------- -------------
Restricted assets of cemeteries and mortuaries 5,328,534 5,176,463
------------- -------------
Cash 15,303,124 15,333,668
------------ -------------
Receivables:
Trade contracts 5,696,963 5,333,891
Mortgage loans sold to investors 44,825,218 47,167,150
Receivable from agents 1,447,273 1,416,211
Receivable from officers -- 1,540
Other 1,380,044 1,120,157
----------- -------------
Total receivables 53,349,498 55,038,949
Allowance for doubtful accounts (1,209,225) (1,302,368)
----------- -------------
Net receivables 52,140,273 53,736,581
----------- -------------
Policyholder accounts on deposit with reinsure 6,627,800 6,689,422
Cemetery land and improvements held for sale 8,482,500 8,547,764
Accrued investment income 1,999,619 1,743,721
Deferred policy and pre-need contract
acquisition costs 21,931,279 20,181,818
Property and equipment, net 10,652,498 10,520,665
Cost of insurance acquired 13,023,414 14,053,497
Excess of cost over net assets
of acquired subsidiaries 683,191 683,191
Other 850,840 1,107,230
------------ -------------
Total assets $318,728,697 $316,473,760
============= =============
See accompanying notes to condensed consolidated financial statements.
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
December 31,
June 30, 2005 2004
------------- ------------
Liabilities:
Future life, annuity, and
other policy benefits $227,768,295 $224,529,539
Unearned premium reserve 2,699,308 2,254,991
Bank loans payable 9,569,523 10,442,106
Notes and contracts payable 2,448,296 2,888,539
Deferred pre-need cemetery and funeral
contract revenues 10,837,851 10,762,357
Accounts payable 1,217,583 1,064,269
Funds held under reinsurance treaties 1,155,864 1,184,463
Other liabilities and accrued expenses 9,036,066 6,371,343
Income taxes 11,625,627 11,497,967
------------- -------------
Total liabilities 276,358,413 270,995,574
------------- -------------
Commitments and contingencies -- --
------------- -------------
Minority interest -- 3,813,346
-------------- -------------
Stockholders' Equity:
Common stock:
Class A: $2 par value, authorized
10,000,000 shares, issued
6,756,788 shares in 2005
and 6,755,870 shares in 2004 13,513,576 13,511,740
Class C: convertible, $0.20 par value,
authorized 7,500,000 shares,
issued 6,459,300 shares in 2005
and 6,468,199 shares in 2004 1,291,860 1,293,641
------------- -------------
Total common stock 14,805,436 14,805,381
Additional paid-in capital 14,922,882 14,922,851
Accumulated other comprehensive (loss)
and other items, net of deferred taxes (137,299) (11,352)
Retained earnings 16,196,564 15,365,259
Treasury stock at cost ( 1,315,075 Class A shares
and 79,103 Class C shares in 2005;
1,315,075 Class A shares and 79,103
Class C shares in 2004, held
by affiliated companies) (3,417,299) (3,417,299)
------------- -------------
Total stockholders' equity 42,370,284 41,664,840
------------- -------------
Total liabilities and
stockholders' equity $318,728,697 $316,473,760
============= =============
See accompanying notes to condensed consolidated financial statements.
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
2005 2004
---- ----
Cash flows from operating activities:
Net cash provided by (used in)
operating activities $9,009,802 $46,943,004
------------ ------------
Cash flows from investing activities:
Securities held to maturity:
Purchase - fixed maturity securities (2,482,355) (29,806,585)
Calls and maturities - fixed
maturity securities 6,741,875 5,653,378
Securities available for sale:
Sales - equity securities (7,009) 655,000
Purchases of short-term investments (9,439,274) (20,986,578)
Sales of short-term investments 9,184,153 18,296,490
Purchases of restricted assets (113,859) (179,822)
Mortgage, policy, and other loans made (39,974,165) (37,985,756)
Payments received for mortgage,
policy, and other loans 33,568,539 18,547,403
Purchases of property and equipment (1,025,081) (620,589)
Purchases of real estate (2,787,026) (1,655,862)
Cash paid for purchase of subsidiary -- (304,042)
Sale of real estate 1,352,071 232,444
------------ ------------
Net cash (used in) provided by
investing activities (4,982,131) (48,154,519)
------------ ------------
Cash flows from financing activities:
Annuity and pre-need contract receipts 2,895,516 2,655,402
Annuity and pre-need contract withdrawals (4,834,366) (5,245,367)
Repayment of bank loans and notes and
contracts payable (2,119,365) (2,270,147)
------------ ------------
Net cash used in financing activities (4,058,215) (4,860,112)
------------ ------------
Net change in cash (30,544) (6,071,627)
Cash at beginning of period 15,333,668 19,704,358
------------ ------------
Cash at end of period $15,303,124 $13,632,731
============ ============
See accompanying notes to condensed consolidated financial statements.
SECURITY NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2005 (Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America 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 accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six months ended June 30,
2005, are not necessarily indicative of the results that may be expected for the
year ending December 31, 2005. For further information, refer to the
consolidated financial statements and footnotes thereto for the year ended
December 31, 2004 included in the Company's Annual Report on Form 10-K (file
number 0-9341).
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
The estimates susceptible to significant change are those used in determining
the liability for future policy benefits and claims, those used in determining
valuation allowances for mortgage loans on real estate, and those used in
determining the estimated future costs for pre-need sales. Although some
variability is inherent in these estimates, management believes the amounts
provided are fairly stated in all material respects.
2. Comprehensive Income
For the six months ended June 30, 2005 and 2004, total comprehensive income
amounted to $705,436 and $1,473,194, respectively.
For the three months ended June 30, 2005 and 2004, total comprehensive income
amounted to $625,380 and $769,711, respectively.
3. Stock-Based Compensation
The Company accounts for stock-based compensation under the recognition and
measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. The Company has adopted SFAS No. 123,
"Accounting for Stock-Based Compensation". In accordance with the provisions of
SFAS 123, the Company has elected to continue to apply Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB Opinion
No. 25"), and related interpretations in accounting for its stock option plans.
In accordance with APB Opinion No. 25, no compensation cost has been recognized
for these plans. Had compensation cost for these plans been determined based
upon the fair value at the grant date consistent with the methodology prescribed
under SFAS No. 123, net earnings for the six months ended June 30, 2005 and 2004
would have been reduced by the following:
Six Months Ended June 30,
2005 2004
---- ----
Net earnings as reported $831,383 $1,325,526
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related
tax effects -- --
-------- ----------
Pro forma net earnings $831,383 $1,325,526
======== ==========
SECURITY NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2005 (Unaudited)
Six Months Ended June 30,
2005 2004
---- ----
Net earnings per common share:
Basic - as reported $.14 $.22
Basic - pro forma $.14 $.22
Diluted - as reported $.14 $.22
Diluted - pro forma $.14 $.22
4. Earnings Per Share
Basic earnings per share includes Class A and Class C shares, which are
convertible on a 10-for-1 equivalent, to Class A common stock outstanding.
The basic and diluted earnings per share amounts were calculated as
follows:
Six Months Ended June 30,
2005 2004
---- ----
Numerator:
Net income $ 831,383 $1,325,526
========== ==========
Denominator:
Denominator for basic earnings per share-
weighted-average shares 6,079,732 5,656,575
---------- ----------
Effect of dilutive securities:
Employee stock options 23,971 135,496
Stock appreciation rights 541 1,584
---------- ----------
Dilutive potential common shares 24,512 137,080
---------- ----------
Denominator for diluted earnings per
share-adjusted weighted-average
shares and assumed conversions 6,104,244 5,793,655
=========== ==========
Basic earnings per share $.14 $.23
==== ====
Diluted earnings per share $.14 $.23
==== ====
Three Months Ended June 30,
2005 2004
---- ----
Numerator:
Net income $ 551,475 $ 923,944
========= =========
Denominator:
Denominator for basic earnings per share-
weighted-average shares 6,079,725 5,662,761
---------- ----------
Effect of dilutive securities:
Employee stock options 1,714 52,007
Stock appreciation rights 301 1,280
----------- ----------
Dilutive potential common shares 2,015 53,287
----------- ----------
Denominator for diluted earnings per
share-adjusted weighted-average
shares and assumed conversions 6,081,740 5,716,048
=========== ==========
Basic earnings per share $.09 $.16
==== ====
Diluted earnings per share $.09 $.16
==== ====
SECURITY NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2005, (Unaudited)
5. Business Segment
Life Cemetery/ Reconciling
Insurance Mortuary Mortgage Items Consolidated
For the Six Months Ended
June 30, 2005
Revenues from
external customers $ 19,578,539 $ 6,333,917 $33,754,284$ -- $ 59,666,740
Intersegment revenues 2,422,236 38,335 163,040 (2,623,611) --
Segment profit (loss)
before income taxes 1,336,145 421,887 (793,182) -- 964,850
Identifiable assets 306,689,139 48,786,278 15,123,942 (51,870,626) 318,728,697
For the Six Months Ended
June 30, 2004
Revenues from
external customers $ 17,066,002 $ 6,456,006 $38,788,289$ -- $ 62,310,297
Intersegment revenues 4,149,885 -- 122,084 (4,271,969) --
Segment profit (loss)
before income taxes 1,025,684 522,895 279,114 -- 1,827,693
Identifiable assets 305,703,959 45,689,540 18,995,687 (51,073,824) 319,315,362
For the Three Months Ended
June 30, 2005
Revenues from
external customers $ 9,522,023 $ 3,140,844 $19,181,189$ -- $ 31,844,056
Intersegment revenues 1,173,478 15,334 83,639 (1,272,451) --
Segment profit (loss)
before income taxes 698,306 67,689 (62,893) -- 703,102
For the Three Months Ended
June 30, 2004
Revenues from
external customers $ 8,708,779 $ 3,229,620 $19,098,981$ -- $ 31,037,380
Intersegment revenues 1,776,872 -- 64,780 (1,841,652) --
Segment profit (loss)
before income taxes 592,481 175,146 552,380 -- 1,320,007
SECURITY NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2005, (Unaudited)
6. Merger Transaction
Effective January 1, 2005, Security National Life and SSLIC Holding Company, a
wholly owned subsidiary of Security National Life, completed a merger
transaction with Southern Security Life Insurance Company. Under the terms of
the merger and pursuant to the Agreement and Plan of Reorganization, dated
August 25, 2004, among Security National Life, SSLIC Holding Company and
Southern Security Life Insurance Company, including the amendment thereto dated
December 27, 2004, SSLIC Holding Company was merged with and into Southern
Security Life Insurance Company, which resulted in (i) Southern Security Life
Insurance Company becoming a wholly-owned subsidiary of Security National Life
Insurance Company, and (ii) the unaffiliated stockholders of Southern Security
Life Insurance Company, holding an aggregate of 490,816 shares of common stock,
or 23.3% of the outstanding shares, becoming entitled to receive $3.84 in cash
for each issued and outstanding share of their common stock of Southern Security
Life Insurance Company, or an aggregate of $1,884,733.
As a result of the merger, the separate existence of SSLIC Holding Company
ceased as Southern Security Life Insurance Company became the surviving
corporation of the merger. Southern Security Life Insurance Company continues to
be governed by the laws of the State of Florida, and its separate corporate
existence continues unaffected by the merger. In addition, as a result of the
merger, Security National Life owns all of the issued and outstanding common
shares of Southern Security Life Insurance Company. Security National Financial
Corporation, through its affiliates, Security National Life Insurance Company
and SSLIC Holding Company, owned 76.7% of the Company's outstanding common
shares prior to the merger.
The minority shareholders interest in assets and liabilities were recorded at
book value. Due to the purchase price of the minority shares being less than
book value, there was a gain of $1,678,463. This gain was used to reduce the
Deferred Acquisition Costs by $1,187,044 and Cost of Insurance Acquired by
$491,419. Proforma disclosure information, as though the business combination
has been completed as of January 1, 2004, has not been included because the
change would not have been material.
The purpose of the merger is to terminate the registration of the common stock
of Southern Security Life Insurance Company under the Securities Exchange Act of
1934 (by reducing the number of its stockholders of record to fewer than 300
stockholders) and the Nasdaq listing of the common stock, reduce expenses
associated with such registration and listing, and provide the stockholders an
opportunity to sell their shares in an illiquid trading market without incurring
brokerage commissions. As a result of becoming a non-reporting company, Southern
Security Life Insurance Company is no longer required to file periodic reports
with the SEC, including among other things, annual reports on Form 10-K and
quarterly reports on Form 10-Q, and is no longer subject to the SEC's proxy
rules. In addition, its common stock is no longer eligible for trading on the
Nasdaq SmallCap Market.
7. Recent Accounting Pronouncements
In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, "Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51", and subsequently issued a revision to this
Interpretation in December 2003. This Interpretation addresses the consolidation
by business enterprises of variable interest entities as defined in the
Interpretation. The Interpretation applies to those variable interest entities
considered to be special-purpose entities no later than December 31, 2003. The
Interpretation must also be applied to all other variable interest entities no
later than March 31, 2005. The adoption of Interpretation No. 46 did not have a
material impact on the Company's financial position or results of operations.
SECURITY NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2005, (Unaudited)
In December 2004, FASB revised SFAS 123 to Share-Based Payment ("SFAS 123(R)").
SFAS 123(R) provides additional guidance on determining whether certain
financial instruments awarded in share-based payment transactions are
liabilities. SFAS 123(R) also requires that the cost of all share-based
transactions be recorded in the financial statements. The revised pronouncement
must be adopted by the Company by January 1, 2006. Implementation of SFAS 123(R)
will not have a significant impact on the Company's consolidated financial
statements in the period of implementation. However, any future stock options
granted could have a significant impact on the Company's consolidated financial
statements.
8. Other Business Activities
The Company has determined that a marketing employee of Security National Life
Insurance Company has embezzled a total of $258,637 from the Company. The
Company's audit committee is in the process of conducting a formal investigation
of the matter and advised the Company's Board of Directors and registered public
independent accountants of the embezzlement. Management is in the process of
attempting to recover a portion of the embezzled funds. The Company has fidelity
bond coverage with a $50,000 deductible, but there can be no assurance that the
Company will be successful in obtaining any recovery of the embezzled funds from
the insurer. The Company has accrued a liability of $200,000 in order to
properly reflect the loss that may occur as a result of this matter.
The City of Phoenix has commenced condemnation proceedings, in order to
construct a light rail facility on the Camelback Funeral Home property. The
condemnation has resulted in the cessation of funeral operations at Camelback on
January 1, 2005. The land ($289,289) and building ($390,480) are being carried
at December 31, 2004 book value pending finalization of the purchase contract
and sale price, of which the City of Phoenix has placed $1,200,000 in escrow.
9. Subsequent Event
On July 22, 2005, the Company entered into a letter of intent with Memorial
Insurance Company of America ("Memorial Insurance Company"), an Arkansas
domiciled insurance company, to purchase all of the outstanding shares of common
stock of Memorial Insurance Company. Under the terms of the letter of intent,
the stockholders of Memorial Insurance Company are to receive $13,500,000 in
consideration for all of the outstanding common shares of Memorial Insurance
Company, with each stockholder to receive a prorata share of the total amount of
the purchase consideration. The stockholders are to receive a total $13,500,000
for their shares by means of capital distributions, stock purchase, stock
buyback, or similar transactions, with the Company simultaneously contributing
sufficient capital and surplus to Memorial Insurance Company to maintain its
status as an admitted insurer in good standing in the state of Arkansas.
As of December 31, 2004, Memorial Insurance Company had 100,170 policies in
force and 50 agents. For the year ended December 31, 2004, Memorial Insurance
Company had revenues of $4,893,000 and net income of $2,158,000. As of December
31, 2004, the statutory assets and the capital and surplus of Memorial Insurance
Company were $45,048,000 and $12,303,000, respectfully.
Contemporaneously with the completion of the transaction with the stockholders
of Memorial Insurance Company, the letter of intent requires Memorial Insurance
Company to coinsure substantially all of its business to the Company. The
coinsurance agreement is required to have terms standard in the industry for
such agreements, and is to include a tri-party collateral provision regarding
the assets funding the reserves. The parties to the coinsurance agreement are to
consist of the Company, Memorial Insurance Company and the Arkansas Insurance
Department. Any future insurance business by Memorial Insurance Company will be
covered by this coinsurance agreement.
SECURITY NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2005, (Unaudited)
Additionally, Memorial Insurance Company agrees in the letter of intent to make
its marketing sales personnel available to the Company for hire. Moreover, the
Company agrees to maintain the corporate offices of Memorial Insurance Company
at its current location. The Company anticipates completing the transaction no
later than October 30, 2005.
The obligations of the Company and Memorial Insurance Company to complete the
transaction are contingent upon satisfaction of the following conditions: (i) a
complete and satisfactory review by the Company of the books, records and
business of Memorial Insurance Company, with such review to be completed by
August 12, 2005; (ii) execution and delivery of a definitive agreement between
the Company and Memorial Insurance Company; (iii) approval and adoption of the
letter of intent by the Board of Directors of the Company and Memorial Insurance
Company; and (iv) approval of the transaction by any regulatory authorities
having jurisdiction over the Company and Memorial Insurance Company, including
the insurance departments of the states of Arkansas and Utah.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
-----------------------------------------------------------------------
Overview
The Company's operations over the last several years generally reflect three
trends or events which the Company expects to continue: (i) increased attention
to "niche" insurance products, such as the Company's funeral plan policies and
traditional whole-life products; (ii) emphasis on cemetery and mortuary
business; and (iii) capitalizing on historically lower interest rates by
originating and refinancing mortgage loans.
During the six months ended June 30, 2005, Security National Mortgage Company
("SNMC") experienced a decrease in revenue and expenses due to the decrease in
loan volume of its operations. SNMC is a mortgage lender incorporated under the
laws of the State of Utah. SNMC is approved and regulated by the Federal Housing
Administration (FHA), a department of the U.S. Department of Housing and Urban
Development (HUD), to originate mortgage loans that qualify for government
insurance in the event of default by the borrower. SNMC obtains loans primarily
from independent brokers and correspondents. SNMC funds the loans from internal
cash flows and lines of credit from financial institutions. SNMC receives fees
from the borrowers and other secondary fee from third party investors who
purchase the loans from SNMC. SNMC primarily sells all of its loans to third
party investors and does not retain servicing to these loans. SNMC pays the
brokers and correspondents a commission for loans that are brokered through
SNMC. SNMC originated and sold 5,766 ($904,478,000) and 6,551 ($1,016,000,000)
loans, respectively, for the six months ended June 30, 2005 and 2004.
Results of Operations
Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004
Total revenues decreased by $2,643,000, or 4.2%, to $59,667,000 for the six
months ended June 30, 2005, from $62,310,000 for the six months ended June 30,
2004. Contributing to this decrease in total revenues was a $5,057,000 decrease
in mortgage fee income and a $221,000 decrease in net mortuary sales.
Insurance premiums and other considerations increased by $1,093,000, or 8.5%, to
$13,893,000 for the six months ended June 30, 2005, from $12,800,000 for the
comparable period in 2004. This increase was primarily due to the additional
insurance premiums realized from new insurance sales.
Net investment income increased by $1,645,000, or 21.1%, to $9,443,000 for the
six months ended June 30, 2005, from $7,798,000 for the comparable period in
2004. This increase was primarily attributable to additional borrower interest
income from increased long-term bond purchases and mortgage loans over the
comparable period in 2004.
Net mortuary and cemetery sales decreased by $222,000, or 3.7%, to $5,731,000
for the six months ended June 30, 2005, from $5,953,000 for the comparable
period in 2004. This reduction in at-need mortuary sales was primarily due to
the loss of sales from the Camelback Funeral Home, as a result of the City of
Phoenix having commenced condemnation proceedings in order to construct a light
rail facility on the Camelback Funeral Home property.
Mortgage fee income decreased by $5,057,000, or 14.3%, to $30,266,000 for the
six months ended June 30, 2005, from $35,323,000 for the comparable period in
2004. This decrease was primarily attributable to a decrease in the number of
loan originations during the first six months of 2005 due to an increase in
interest rates, which resulted in the refinancing of fewer mortgage loans.
Total benefits and expenses were $58,702,000, or 98.4% of total revenues for the
six months ended June 30, 2005, as compared to $60,483,000 or 97.1% of total
revenues for the comparable period in 2004. The lower margin in 2005 was due to
fixed expenses, which did not decrease proportionally with the reduction in
revenues.
Death benefits, surrenders and other policy benefits, and increase in future
policy benefits increased by an aggregate of $647,000, or 5.5%, to $12,319,000
for the six months ended June 30, 2005, from $11,672,000, for the comparable
period in 2004. This increase was primarily the result of an increase in
reserves for policyholders.
Amortization of deferred policy and pre-need acquisition costs and costs of
insurance acquired decreased by $1,156,000, or 41.8%, to $1,609,000 for the six
months ended June 30, 2005, from $2,765,000, for the comparable period in 2004.
This increase was primarily due to recognition of improvement in persistency.
General and administrative expenses decreased by $1,859,000, or 4.2%, to
$41,990,000 for the six months ended June 30, 2005, from $43,849,000, for the
comparable period in 2004. This decrease primarily resulted from a decrease in
commissions due to fewer mortgage loan originations having been made by
SecurityNational Mortgage Company during the six months of 2005.
Interest expense increased by $610,000, or 57.6%, to $1,669,000 for the six
months ended June 30, 2005, from $1,059,000, for the comparable period in 2004.
This increase was primarily due to the increased use of warehouse lines of
credit required for the funding of loans by SecurityNational Mortgage Company.
Cost of goods and services sold of the mortuaries and cemeteries decreased by
$22,000, or 1.9%, to $1,115,000, for the six months ended June 30, 2005, from
$1,137,000 for the comparable period in 2004. This reduction in at-need mortuary
cost of goods and services sold was primarily due to the loss of sales from the
Camelback Funeral Home, as a result of the City of Phoenix having commenced
condemnation proceedings in order to construct a light rail facility on the
Camelback Funeral Home property.
Second Quarter of 2005 Compared to Second Quarter of 2004
Total revenues increased by $807,000, or 2.6% to $31,844,000 for the three
months ended June 30, 2005, from $31,037,000 for the three months ended June 30,
2004. Contributing to this increase in total revenues was an increase of
$856,000 in investment income and an increase of $308,000 in insurance premiums
and other considerations.
Insurance premiums and other considerations increased by $308,000, or 4.8%, to
$6,712,000 for the three months ended June 30, 2005, from $6,404,000 for the
comparable period in 2004. This increase was primarily due to the additional
insurance premiums that were realized on new insurance sales.
Net investment income increased by $856,000, or 20.2%, to $5,098,000 for the
three months ended June 30, 2005, from $4,242,000 for the comparable period in
2004. This increase was primarily attributable to additional borrower interest
income from increased long-term bond purchases and mortgage loans over the
comparable period in 2004.
Net mortuary and cemetery sales decreased by $51,000, or 1.8%, to $2,846,000 for
the three months ended June 30, 2005, from $2,897,000 for the comparable period
in 2004. This reduction in at-need mortuary sales was primarily due to the loss
of sales from the Camelback Funeral Home as a result of the City of Phoenix
having commenced condemnation proceedings in order to construct a light rail
facility on the Camelback Funeral Home property.
Mortgage fee income decreased by $160,000, or 14.3%, to $17,095,000 for the
three months ended June 30, 2005, from $17,255,000 for the comparable period in
2004. This decrease was primarily attributable to a decrease in the number of
loan originations during the second quarter of 2005 due to an increase in
interest rates, which resulted in the refinancing of fewer mortgage loans.
Total benefits and expenses were $31,141,000, or 97.8% of total revenues for the
three months ended June 30 2005, as compared to $29,717,000, or 95.7% of total
revenues for the comparable period in 2004. The lower margin in 2005 was due to
fixed expenses, which did not decrease proportionally with the reduction in
revenues.
Death benefits, surrenders and other policy benefits, and increase in future
policy benefits decreased by an aggregate of $155,000, or 2.8%, to $5,706,000
for the three months ended June 30, 2005, from $5,551,000 for the comparable
period in 2004. This increase was primarily the result of a decrease in reserves
for policyholders.
Amortization of deferred policy acquisition costs and costs of insurance
acquired decreased by $789,000, or 50.4%, to $777,000 for the three months ended
June 30, 2005, from $1,566,000 for the comparable period in 2004. This decrease
was primarily due to recognition of improvements in persistency.
General and administrative expenses increased by $1,697,000, or 7.9%, to
$23,064,000 for the three months ended June 30, 2005, from $21,367,000 for the
comparable period in 2004. This increase primarily resulted from an increase in
commissions due to increased insurance sales during the second quarter of 2005.
Interest expense increased by $333,000, or 48.0%, to $1,027,000 for the three
months ended June 30, 2005, from $694,000 for the comparable period in 2004.
This increase was primarily due to the increased use of warehouse lines of
credit required for the funding of loans by SecurityNational Mortgage Company.
Cost of goods and services sold of the mortuaries and cemeteries increased by
$27,000, or 5.0%, to $567,000 for the three months ended June 30, 2005, from
$540,000 for the comparable period in 2004. This increase in at-need mortuary
sales was primarily due to increased cost of markers and bases offset by the
loss of sales from the Camelback Funeral Home as a result of the City of Phoenix
having commenced condemnation proceedings in order to construct a light rail
facility on the Camelback Funeral Home property.
Liquidity and Capital Resources
The Company's life insurance subsidiaries and cemetery and mortuary subsidiaries
realize cash flow from premiums, contract payments and sales on personal
services rendered for cemetery and mortuary business, from interest and
dividends on invested assets, and from the proceeds from the maturity of
held-to-maturity investments, or sale of
other investments. The mortgage subsidiary realizes cash flow from fees
generated by originating and refinancing mortgage loans and interest earned on
mortgages sold to investors. The Company considers these sources of cash flow to
be adequate to fund future policyholder and cemetery and mortuary liabilities,
which generally are long-term, and adequate to pay current policyholder claims,
annuity payments, expenses on the issuance of new policies, the maintenance of
existing policies, debt service, and operating expenses.
The Company attempts to match the duration of invested assets with its
policyholder and cemetery and mortuary liabilities. The Company may sell
investments other than those held-to-maturity in the portfolio to help in this
timing; however, to date, that has not been necessary. The Company purchases
short-term investments on a temporary basis to meet the expectations of
short-term requirements of the Company's products.
The Company's investment philosophy is intended to provide a rate of return,
which will persist during the expected duration of policyholder and cemetery and
mortuary liabilities regardless of future interest rate movements.
The Company's investment policy is to invest predominantly in fixed maturity
securities, mortgage loans, and the warehousing of mortgage loans on a
short-term basis before selling the loans to investors in accordance with the
requirements and laws governing the life insurance subsidiaries. Bonds owned by
the life insurance subsidiaries amounted to $76,473,000 as of June 30, 2005,
compared to $81,051,000 as of December 31, 2004. This represents 42% and 45% of
the total insurance-related investments as of June 30, 2005, and December 31,
2004, respectively. Generally, all bonds owned by the life insurance
subsidiaries are rated by the National Association of Insurance Commissioners.
Under this rating system, there are six categories used for rating bonds. At
June 30, 2005 and December 31, 2004, 2% ($1,662,000) and 2% ($1,659,000) of the
Company's total investment in bonds were invested in bonds in rating categories
three through six, which are considered non-investment grade.
The Company has classified certain of its fixed income securities, including
high-yield securities, in its portfolio as available for sale, with the
remainder classified as held to maturity. However, in accordance with Company
policy, any such securities purchased in the future will be classified as held
to maturity. Business conditions, however, may develop in the future which may
indicate a need for a higher level of liquidity in the investment portfolio. In
that event the Company believes it could sell short-term investment grade
securities before liquidating higher-yielding longer-term securities.
The Company is subject to risk based capital guidelines established by statutory
regulators requiring minimum capital levels based on the perceived risk of
assets, liabilities, disintermediation, and business risk. At June 30, 2005, and
December 31, 2004, the life insurance subsidiary exceeded the regulatory
criteria.
The Company's total capitalization of stockholders' equity and bank debt and
notes payable was $54,388,000 as of June 30, 2005, as compared to $54,995,000 as
of December 31, 2004. Stockholders' equity as a percent of capitalization
increased to 78% as of June 30, 2005, from 76% as of December 31, 2004.
Lapse rates measure the amount of insurance terminated during a particular
period. The Company's lapse rate for life insurance in 2004 was 9.0% as compared
to a rate of 8.6 % for 2003. The 2005 lapse rate to date has been approximately
the same as 2004.
At June 30, 2005, $27,811,000 of the Company's consolidated stockholders' equity
represents the statutory stockholders' equity of the Company's life insurance
subsidiaries. The life insurance subsidiaries cannot pay a dividend to its
parent company without the approval of insurance regulatory authorities.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no significant changes since the annual report Form 10-K filed
for the year ended December 31, 2004.
Item 4. Controls and Procedures
a) Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management,
including principal executive officer and principal financial officer, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as of June 30, 2005. Based on this evaluation,
our principal executive officer and our principal financial officer concluded
that, as of the end of the period covered by this report, our disclosure
controls and procedures were effective and adequately designed to ensure that
the information required to be disclosed by us in the reports we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in applicable rules and forms. b)
Changes in internal controls over financial reporting
During the quarter ended June 30, 2005, there has been no change in our
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
Part II Other Information:
Item 1. Legal Proceedings
An action was brought against the Company in May 2001 by Glenna Brown Thomas,
individually and as personal representative of the Estate of Lynn W. Brown, in
the Third Judicial Court, Salt Lake County, Utah. The action asserts that
Memorial Estates, Inc. delivered to Lynn W. Brown six stock certificates
totaling 2,000 shares of its common stock in 1970 and 1971. Mr. Brown died in
1972. It is also asserted that at the time the 2,000 shares were issued and
outstanding, the shares represented a 2% ownership of Memorial Estates. It is
further alleged that Mr. Brown was entitled to preemptive rights and, after the
issuance of the stock to Mr. Brown, there were further issuances of stock
without providing written notice to Mr. Brown or his estate of his right to
purchase more stock.
It is further asserted that Thomas has the right to the transfer of Brown's
shares on the books of Security National Financial Corporation as well as
Memorial Estates, and to the restoration of Brown's proportion of share
ownership in Memorial Estates at the time of his death by issuance and delivery
to Thomas of sufficient shares of the Company's publicly traded and unrestricted
stock in exchange for the 2,000 shares of Memorial Estates stock, including
payment of all dividends from the date of Thomas's demand. The formal discovery
cutoff was January 15, 2004. The Company has been verbally informed that Thomas
will dismiss the case but such dismissal has not been communicated in writing.
Until the case is actually dismissed, the Company intends to vigorously defend
the matter, including the assertion that the statute of limitations bars the
claims in their entirety.
The Company received a letter dated November 9, 2004 on behalf of Charles Hood,
who worked at Singing Hills Memorial Park in El Cajon, California. He was hired
in April 2003 as a groundskeeper with his work concluding on October 30, 2003.
Mr. Hood claims that he wrote a letter to the Company outlining his concerns
regarding the operation of the cemetery and claims, as a result, that he was
terminated. Even though he recognizes his relationship was as an at-will
employee, Mr. Hood's claims against the Company include, but are not limited to,
wrongful termination, violation of labor laws, whistleblower retaliation and
infliction of emotional distress. The letter proposes a settlement in the amount
of $275,000.
Item 1. Legal Proceedings (Continued)
Mr. Hood filed a complaint with the California Department of Fair Employment and
Housing. Mr. Hood has or will have a right to sue letter but no litigation has
commenced. The Company has been engaged in a review of the claims made in the
letter. Based on its investigation, the Company believes that Mr. Hood
voluntarily quit and was not terminated. Counsel for the Company and counsel for
Mr. Hood have been in discussion concerning the matter. At this stage of the
investigation, the Company does not believe there is any justification for the
claims being made. If a resolution of the dispute is not achieved and litigation
ensues, the Company is prepared to vigorously defend the action.
The Company also received a letter dated November 29, 2004 on behalf of Roger
Gornichec, who the Company recognizes as having been an independent contractor.
The attorney who wrote the letter on behalf of Mr. Hood also wrote the letter on
behalf of Mr. Gornichec. Mr. Gornichec concluded his services as an agent
selling insurance in the spring of 2003 and his license to sell cemetery plots
was not renewed in the summer of 2004. Mr. Gornichec asserts that he was an
employee contrary to the Company's position.
The claims made on behalf of Mr. Gornichec include, but are not limited to,
wrongful termination in violation of public policy, misrepresentation, age
discrimination, whistle-blower retaliation, interference with economic
advantage, breach of contract, breach of the covenant of good faith and fair
dealing, and infliction of emotional distress. Mr. Gornichec also claims that he
is owed a certain amount from a retirement plan. The letter proposes a
settlement in the amount of $420,000. Based on its investigation, the Company
believes that Mr. Gornichec was an independent contractor, not an employee, and
that the claims and the settlement amount sought are not justified. Mr.
Gornichec also filed a complaint with the California Department of Fair
Employment and Housing. He has obtained a right to sue letter but no litigation
has commenced. If the matter is not resolved and litigation ensues, the Company
is prepared to vigorously defend the action.
The Company is a defendant in various other legal actions arising from the
normal conduct of business. Management believes that none of the actions will
have a material effect on the Company's financial position or results of
operations. Based on management's assessment and legal counsel's representations
concerning the likelihood of unfavorable outcomes, no amounts have been accrued
for the above claims in the consolidated financial statements.
Item 2. Changes in Securities and Use of Proceeds
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
On July 22, 2005, the Company entered into a letter of intent with
Memorial Insurance Company of America ("Memorial Insurance Company"),
an Arkansas domiciled insurance company, to purchase all of the
outstanding shares of common stock of Memorial Insurance Company.
Under the terms of the letter of intent, the stockholders of Memorial
Insurance Company are to receive $13,500,000 in
consideration for all of the outstanding common shares of Memorial
Insurance Company, with each stockholder to receive a prorata share of
the total amount of the purchase consideration. The stockholders are
to receive a total $13,500,000 for their shares by means of capital
distributions, stock purchase, stock buyback, or similar transactions,
with the Company simultaneously contributing sufficient capital and
surplus to Memorial Insurance Company to maintain its status as an
admitted insurer in good standing in the state of Arkansas.
As of December 31, 2004, Memorial Insurance Company had 100,170
policies in force and 50 agents. For the year ended December 31, 2004,
Memorial Insurance Company had revenues of $4,893,000 and net income
of $2,158,000. As of December 31, 2004, the statutory assets and the
capital and surplus of Memorial Insurance Company were $45,048,000 and
$12,303,000, respectfully.
Contemporaneously with the completion of the transaction with the
stockholders of Memorial Insurance Company, the letter of intent
requires Memorial Insurance Company to coinsure substantially all of
its business to the Company. The coinsurance agreement is required to
have terms standard in the industry for such agreements, and is to
include a tri-party collateral provision regarding the assets funding
the reserves. The parties to the coinsurance agreement are to consist
of the Company, Memorial Insurance Company and the Arkansas Insurance
Department. Any future insurance business by Memorial Insurance
Company will be covered by this coinsurance agreement.
Additionally, Memorial Insurance Company agrees in the letter of
intent to make its marketing sales personnel available to the Company
for hire. Moreover, the Company agrees to maintain the corporate
offices of Memorial Insurance Company at its current location. The
Company anticipates completing the transaction no later than October
30, 2005.
The obligations of the Company and Memorial Insurance Company to
complete the transaction are contingent upon satisfaction of the
following conditions: (i) a complete and satisfactory review by the
Company of the books, records and business of Memorial Insurance
Company, with such review to be completed by August 12, 2005; (ii)
execution and delivery of a definitive agreement between the Company
and Memorial Insurance Company; (iii) approval and adoption of the
letter of intent by the Board of Directors of the Company and Memorial
Insurance Company; and (iv) approval of the transaction by any
regulatory authorities having jurisdiction over the Company and
Memorial Insurance Company, including the insurance departments of the
states of Arkansas and Utah.
The Company has determined that a marketing employee of Security
National Life Insurance Company has embezzled a total of $258,637 from
the Company. The Company's audit committee is in the process of
conducting a formal investigation of the matter and advised the
Company's Board of Directors and registered public independent
accountants of the embezzlement. Management is in the process of
attempting to recover a portion of the embezzled funds. The Company
has fidelity bond coverage with a $50,000 deductible, but there can be
no assurance that the Company will be successful in obtaining any
recovery of the embezzled funds from the insurer.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.1. Articles of Restatement of Articles of Incorporation (7)
3.2. Amended Bylaws (10)
4.1. Specimen Class A Stock Certificate (1) 4.2. Specimen Class C Stock
Certificate (1)
4.3 Specimen Preferred Stock Certificate and Certificate of Designation
of Preferred Stock (1)
10.1 Restated and Amended Employee Stock Ownership Plan and Trust
Agreement (1)
10.2 1993 Stock Option Plan (3)
10.3 2000 Director Stock Option Plan (4)
10.4 2003 Stock Option Plan (9)
10.5 Deferred Compensation Agreement with George R. Quist (2)
10.6 Promissory Note with George R. Quist (5)
10.7 Deferred Compensation Plan (6)
10.8 Coinsurance Agreement between Security National Life and Acadian (7)
10.9 Assumption Agreement among Acadian, Acadian Financial Group, Inc.,
Security National Life and the Company (7)
10.10 Asset Purchase Agreement among Acadian, Acadian Financial Group,
Inc., Security National Life and the Company (7)
10.11 Promissory Note with Key Bank of Utah (8
10.12 Loan and Security Agreement with Key Bank of Utah (8)
10.13 Stock Purchase and Sale Agreement with Ault Glazer & Co. Investment
Management LLC (10)
10.14 Stock Purchase Agreement with Paramount Security Life Insurance
Company (11)
10.15 Reinsurance Agreement between Security National Life Insurance
Company and Guaranty Income Life Insurance Company (12)
10.16 Employment agreement with J. Lynn Beckstead, Jr. (12)
10.17 Employment agreement with Scott M. Quist
10.18 Agreement and Plan of Reorganization among Security National Life
Insurance Company, SSLIC Holding Company, and Southern
Security Life Insurance Company (14)
10.19 Agreement and Plan of Merger among Security National Life Insurance
Company, SSLIC Holding Company, and Southern Security
Life Insurance Company (15)
10.20 Agreement to repay indebtedness and to convey option with Monument
Title, LC.\
10.21 Letter of Intent with Memorial Insurance Company of America (16)
22 Subsidiaries of the Registrant
31.1 Certification pursuant to 18 U.S.C. Section 1350 as enacted by
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350 as enacted by
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
- ------------------
(1) Incorporated by reference from Registration Statement on Form S-1, as
filed on June 29, 1987
(2) Incorporated by reference from Annual Report on Form 10-K, as filed
on March 31, 1989
(3) Incorporated by reference from Annual Report on Form 10-K, as filed
on March 31, 1994
(4) Incorporated by reference from Schedule 14A Definitive Proxy
Statement, filed August 29, 2000, relating to the Company's Annual
Meeting of Shareholders
(5) Incorporated by reference from Annual Report on Form 10-K, as filed on
April 16, 2001
(6) Incorporated by reference from Annual Report on Form 10-K, as filed
on April 3, 2002
(7) Incorporated by reference from Report on Form 8-K-A as filed on
January 8, 2003
(8) Incorporated by reference from Annual Report on Form 10-K, as filed
on April 15, 2003
(9) Incorporated by reference from Schedule 14A Definitive Proxy
Statement, Filed on June 5, 2003 relating to the Company's
Annual Meeting of Shareholders
(10) Incorporated by reference from Report on Form 10-Q, as filed on
November 14, 2003
(11) Incorporated by reference from Report on Form 8-K, as filed on
March 30, 2004
(12) Incorporated by reference from Report on Form 10-K, as filed on
March 30, 2004
(13) Incorporated by reference from Report on Form 10-Q, as filed on
August 13, 2004
(14) Incorporated by reference from Report on Form 8-K, as filed on
August 30, 2004
(15) Incorporated by reference from Report on Form 10-K, as filed on
April 15, 2005
(16) Incorporated by reference from Report on Form 8-K, as filed on
August 11, 2005
Subsidiaries of the Registrant
(b) Reports on Form 8-K:
Incorporated by reference from Report on Form 8-K, as filed on May 3,
2005
Incorporated by reference from Report on Form 8-K, as filed on
May 25, 2005
Incorporated by reference from Report on Form 8-K, as filed on
June 1, 2005
Incorporated by reference from Report on Form 8-K/A, as filed on
June 7, 2005
Incorporated by reference from Report on Form 8-K/A, as filed on
June 22, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REGISTRANT
SECURITY NATIONAL FINANCIAL CORPORATION
Registrant
DATED: August 15, 2005 By: George R. Quist,
----------------
Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer)
DATED: August 15, 2005 By: Stephen M. Sill
---------------
Vice President, Treasurer and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ENACTED BY
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, George R. Quist, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Security National
Financial Corporation.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15-d-15(e)) for the registrant to have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period covered in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls over
financial reporting.
Date: August 15, 2005
By: George R. Quist
Chairman of the Board and
Chief Executive Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ENACED BY
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen M. Sill, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Security National
Financial Corporation.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15-d-15(e)) for the registrant to have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period covered in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls over
financial reporting.
Date: August 15, 2005
By: Stephen M. Sill
Vice President, Treasurer and
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Security National Financial
Corporation (the "Company") on Form 10-Q for the period ending June 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, George R. Quist, Chairman of the Board and Chief Executive Officer
of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge
and belief:
(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
Date: August 15, 2005
By: George R. Quist
Chairman of the Board and
Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Security National Financial
Corporation (the "Company") on Form 10-Q for the period ending June 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Stephen M. Sill, Vice President, Treasurer and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
Date: August 15, 2005
By: Stephen M. Sill
Vice President, Treasurer and
Chief Financial Officer