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EX-31.1 - EXHIBIT 31.1 - Investors Heritage Capital Corpex31-1.htm
EX-32.1 - EXHIBIT 32.1 - Investors Heritage Capital Corpex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Investors Heritage Capital Corpex31-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q


 

QUARTERLY REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2015


 

000-01999

(Commission file number)

 

INVESTORS HERITAGE CAPITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

KENTUCKY

 

61-6030333

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

200 Capital Avenue,

Frankfort, Kentucky 40602

(Address of principal executive offices)

 

(502) 223-2361

(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 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 ☒   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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes ☒    No ☐

 

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

 

Large accelerated filer     ☐   

Accelerated filer   ☐

Non-accelerated filer       ☐ (Do not check if a smaller reporting company)     

Smaller reporting company  

 

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

 

Yes ☐   No ☒

 

 
1

 

  

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

 

Common Capital Stock par value $1.00 per share

(Title of Class)

 

Number of outstanding shares as of November 13, 2015 - 1,117,886.033

 

 
2

 

 

CONTENTS

  

    Page
  PART I – FINANCIAL INFORMATION

 

ITEM 1.

Condensed Consolidated Financial Statements

4

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

27

ITEM 4.

Controls and Procedures

37

     
 

PART II – OTHER INFORMATION

 
     

ITEM 1.

Legal Proceedings

38

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

38

ITEM 3.

Defaults Upon Senior Securities

38

ITEM 4.

Mine Safety Disclosures

38

ITEM 5.

Other Information

38

ITEM 6.

Exhibits

39

     

SIGNATURES

 

40

     

EXHIBIT 31.1

 

EXHIBIT 31.2

 

EXHIBIT 32

 

 

 
3

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. Condensed Consolidated Financial Statements

 

INVESTORS HERITAGE CAPITAL CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)

 

   

September 30,

   

December 31,

 

ASSETS

 

2015

   

2014

 

Investments:

               

Securities available-for-sale, at fair value:

               

Fixed maturities (amortized cost: $396,021,059 and $403,596,261)

  $ 414,293,373     $ 430,117,478  

Equity securities (cost: $7,361,656 and $6,331,436)

    7,340,705       7,405,819  

Mortgage loans on real estate

    32,663,124       29,459,436  

Policy loans

    6,784,617       6,665,493  

State-guaranteed receivables

    7,719,144       7,917,379  

Investments in convertible options

    663,950       -  

Other invested assets

    2,646,099       3,270,848  

Total investments

    472,111,012       484,836,453  

Cash and cash equivalents

    8,979,130       1,870,867  

Accrued investment income

    4,451,587       5,190,740  

Due premiums

    3,071,348       3,217,136  

Deferred acquisition costs

    17,371,027       17,847,907  

Value of business acquired

    246,038       301,037  

Leased property under capital leases

    471,037       555,251  

Property and equipment

    928,008       1,000,120  

Cash value of company-owned life insurance

    13,209,476       12,441,833  

Other assets

    2,009,642       2,041,050  

Amounts recoverable from reinsurers

    56,480,489       55,910,993  

Total assets

  $ 579,328,794     $ 585,213,387  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

LIABILITIES

               

Policy liabilities:

               

Benefit reserves

  $ 493,974,598     $ 490,126,730  

Unearned premium reserves

    7,879,488       7,812,972  

Policy claims

    2,681,040       2,821,106  

Liability for deposit-type contracts

    3,395,175       3,432,793  

Reserves for dividends and endowments and other

    390,675       391,439  

Total policy liabilities

    508,320,976       504,585,040  

Deferred federal income tax liability

    4,382,442       7,785,450  

Obligations under capital leases

    462,385       553,028  

Notes payable

    1,809,760       2,508,576  

Accrued pension liability

    4,704,931       5,141,442  

Other liabilities

    4,379,000       4,103,365  

Total liabilities

    524,059,494       524,676,901  
                 

STOCKHOLDERS' EQUITY

               

Common stock (shares issued: 1,117,886 and 1,123,980)

    1,117,886       1,123,980  

Paid-in surplus

    8,913,360       8,908,243  

Accumulated other comprehensive income

    7,084,144       12,704,319  

Retained earnings

    38,153,910       37,799,944  

Total stockholders' equity

    55,269,300       60,536,486  

Total liabilities and stockholders' equity

  $ 579,328,794     $ 585,213,387  

 

See notes to condensed consolidated financial statements.

 

 
4

 

 

INVESTORS HERITAGE CAPITAL CORPORATION

Condensed Consolidated Income Statements (Unaudited)

   

   

Quarter Ended September 30,

   

Nine Months Ended September 30,

 
   

2015

   

2014

   

2015

   

2014

 

REVENUE

                               

Premiums and other considerations

  $ 15,429,289     $ 16,072,480     $ 44,916,211     $ 45,915,118  

Premiums ceded

    (3,304,682 )     (3,681,935 )     (9,738,262 )     (9,867,051 )

Net premiums

    12,124,607       12,390,545       35,177,949       36,048,067  
                                 

Investment income, net of expenses

    5,238,037       5,393,294       15,800,897       15,646,900  

Net realized gains on investments

    600,980       593,272       804,736       662,131  

Other income

    450,005       327,621       1,195,142       1,202,480  

Total revenue

    18,413,629       18,704,732       52,978,724       53,559,578  
                                 

BENEFITS AND EXPENSES

                               

Death and other benefits

    10,584,316       10,142,835       33,529,784       31,446,368  

Guaranteed annual endowments

    93,254       102,357       316,142       326,095  

Dividends to policyholders

    74,180       81,426       262,741       270,108  

Increase in benefit reserves and unearned premiums

    2,858,998       3,443,824       6,236,723       7,992,216  

Acquisition costs deferred

    (1,477,478 )     (1,700,281 )     (4,498,621 )     (5,015,624 )

Amortization of deferred acquisition costs

    1,683,094       1,857,955       5,232,649       5,426,506  

Commissions

    980,682       1,110,624       2,885,027       3,556,685  

Other general and administrative expenses

    2,581,103       2,403,260       8,469,679       8,069,257  

Total benefits and expenses

    17,378,149       17,442,000       52,434,124       52,071,611  
                                 

INCOME BEFORE FEDERAL INCOME TAXES

    1,035,480       1,262,732       544,600       1,487,967  
                                 

PROVISION (BENEFIT) FOR FEDERAL INCOME TAXES

                               

Current

    209,683       170,271       329,473       274,989  

Deferred

    (265,256 )     231,072       (507,766 )     171,401  

Total federal income taxes

    (55,573 )     401,343       (178,293 )     446,390  
                                 

NET INCOME

  $ 1,091,053     $ 861,389     $ 722,893     $ 1,041,577  
                                 

BASIC AND DILUTED NET INCOME PER SHARE

  $ 0.98     $ 0.77     $ 0.64     $ 0.92  
                                 

DIVIDENDS PER SHARE

  $ -     $ -     $ 0.21     $ 0.20  

  

See notes to condensed consolidated financial statements.

 

 
5

 

 

INVESTORS HERITAGE CAPITAL CORPORATION

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

  

   

Quarter Ended September 30,

   

Nine Months Ended September 30,

 
   

2015

   

2014

   

2015

   

2014

 
                                 

NET INCOME

  $ 1,091,053     $ 861,389     $ 722,893     $ 1,041,577  
                                 

OTHER COMPREHENSIVE INCOME (LOSS):

                               

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

                               

Unrealized holding gains (losses) arising during period

    (2,866,815 )     (3,670,059 )     (8,609,887 )     10,975,674  

Reclassification adjustment for gains included in income

    (606,509 )     (593,272 )     (734,350 )     (662,131 )

Adjustment for effects of deferred acquisition costs

    93,198       126,140       257,145       (252,382 )

Net unrealized gains (losses) on investments

    (3,380,126 )     (4,137,191 )     (9,087,092 )     10,061,161  

Change in defined benefit pension plan:

                               

Amortization of actuarial net loss in net periodic pension cost

    190,559       97,604       571,675       292,810  
                                 

Other comprehensive income (loss) before income taxes

    (3,189,567 )     (4,039,587 )     (8,515,417 )     10,353,971  
                                 

Income tax expense (benefit)

    (1,084,454 )     (1,373,461 )     (2,895,242 )     3,520,349  
                                 

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES

    (2,105,113 )     (2,666,126 )     (5,620,175 )     6,833,622  
                                 

COMPREHENSIVE INCOME (LOSS)

  $ (1,014,060 )   $ (1,804,737 )   $ (4,897,282 )   $ 7,875,199  

 

See notes to condensed consolidated financial statements.

 

 
6

 

 

INVESTORS HERITAGE CAPITAL CORPORATION

Condensed Consolidated Statements of Stockholders' Equity (Unaudited)

  

                   

Accumulated

                 
                   

Other

           

Total

 
   

Common

   

Paid-in

   

Comprehensive

   

Retained

   

Stockholders'

 
   

Stock

   

Surplus

   

Income

   

Earnings

   

Equity

 
                                         

BALANCE, JANUARY 1, 2014

  $ 1,128,583     $ 8,908,243     $ 6,751,991     $ 36,858,451     $ 53,647,268  
                                         

Net income

    -       -       -       1,041,577       1,041,577  

Other comprehensive income, net

    -       -       6,833,622       -       6,833,622  

Cash dividends

    -       -       -       (225,717 )     (225,717 )

Repurchases of common stock, net

    (3,672 )     -       -       (78,962 )     (82,634 )

BALANCE, SEPTEMBER 30, 2014

  $ 1,124,911     $ 8,908,243     $ 13,585,613     $ 37,595,349     $ 61,214,116  
                                         

BALANCE, JANUARY 1, 2015

  $ 1,123,980     $ 8,908,243     $ 12,704,319     $ 37,799,944     $ 60,536,486  
                                         

Net income

    -       -       -       722,893       722,893  

Other comprehensive loss, net

    -       -       (5,620,175 )     -       (5,620,175 )

Cash dividends

    -       -       -       (236,035 )     (236,035 )

Repurchases of common stock, net

    (6,094 )     5,117       -       (132,892 )     (133,869 )

BALANCE, SEPTEMBER 30, 2015

  $ 1,117,886     $ 8,913,360     $ 7,084,144     $ 38,153,910     $ 55,269,300  

 

See notes to condensed consolidated financial statements.

  

 
7

 

 

INVESTORS HERITAGE CAPITAL CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

   

Nine Months Ended September 30,

 
   

2015

   

2014

 
                 

NET CASH PROVIDED BY OPERATING ACTIVITIES

  $ 6,947,933     $ 11,052,080  
                 

INVESTING ACTIVITIES

               

Purchases of available-for-sale securities

    (23,018,969 )     (31,220,765 )

Sales of available-for-sale securities

    6,764,986       13,981,335  

Maturities of available-for-sale securities

    23,204,172       22,442,467  

Acquisitions of mortgage loans on real estate

    (10,312,856 )     (8,997,660 )

Payments of mortgage loans on real estate

    7,199,727       2,983,174  

Payments of state-guaranteed receivables

    611,280       611,280  

Purchases of convertible options

    (739,809 )     -  

Sales and exchanges of convertible options

    29,249       -  

Net reductions (additions) of other investments

    505,625       (116,497 )

Net additions to property and equipment

    (247,611 )     (299,123 )

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

    3,995,794       (615,789 )
                 

FINANCING ACTIVITIES

               

Policyholder account deposits

    3,336,586       3,908,096  

Policyholder account withdrawals

    (6,103,330 )     (6,069,481 )

Payments on notes payable

    (3,030,476 )     (2,602,402 )

Proceeds from notes payable

    2,331,660       2,235,967  

Dividends paid

    (236,035 )     (225,717 )

Repurchases of common stock, net

    (133,869 )     (82,634 )

NET CASH USED IN FINANCING ACTIVITIES

    (3,835,464 )     (2,836,171 )

INCREASE IN CASH AND CASH EQUIVALENTS

    7,108,263       7,600,120  

Cash and cash equivalents at beginning of period

    1,870,867       4,143,291  

CASH AND CASH EQUIVALENTS AT END OF PERIOD

  $ 8,979,130     $ 11,743,411  

 

See notes to condensed consolidated financial statements.

 

 
8

 

  

INVESTORS HERITAGE CAPITAL CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

 

NOTE 1 - Nature of Operations 

Investors Heritage Capital Corporation is the holding company of Investors Heritage Life Insurance Company; Investors Heritage Printing, Inc., a printing company; Investors Heritage Financial Services Group, Inc., an insurance marketing company; is the sole member of At Need Funding, LLC, a limited liability company that provides advance funding of funerals in exchange for the irrevocable assignment of life insurance policies from other nonaffiliated companies; and is the sole member of Heritage Funding, LLC, a limited liability company that invests in various business ventures. These entities are collectively hereinafter referred to as the “Company”. In excess of 99% of Investors Heritage Capital’s consolidated revenue is generated by Investors Heritage Life.

 

Our principal operations involve the sale and administration of various insurance and annuity products, including, but not limited to, participating and non-participating whole life, limited pay life, universal life, annuity contracts, credit life, credit accident and health and group insurance policies. The principal markets for the Company’s products are in Kentucky, North Carolina, Georgia, Indiana, Michigan, Ohio, Pennsylvania, South Carolina, Tennessee, Texas and Virginia.

 

NOTE 2 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and 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. generally accepted accounting principles 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 quarter and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2014, as included in our Annual Report on Form 10-K.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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.

 

Management has evaluated all events subsequent to September 30, 2015 through the date that these financial statements have been issued.

 

NOTE 3 – New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance regarding accounting for revenue recognition that identifies the accounting treatment for an entity’s contracts with customers.  Certain contracts, including insurance contracts, are specifically excluded from this guidance.  However, certain other types of contracts may impact the financial statements of insurance providers. In August 2015, the FASB deferred the effective date of this guidance for public entities to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating this guidance, but it is not expected to have a material impact on its consolidated financial statements.

  

 
9

 

 

In February 2015, the FASB issued guidance regarding the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Under this guidance, previous consolidation conclusions may change and additional disclosures may be required. This guidance is effective for public entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. The Company is currently evaluating this guidance, but it is not expected to have a material impact on its consolidated financial statements.

 

In July 2015, the FASB issued guidance regarding employee benefit accounting. The guidance is divided into three parts. First, the guidance requires a pension plan to use contract value as the only required measure for fully benefit-responsive investment contracts. Second, the guidance simplifies and increases the effectiveness of the investment disclosure requirements for employee benefit plans. Third, the guidance provides benefit plans with a measurement date practical expedient. This guidance is effective for fiscal years beginning after December 15, 2015. The Company is currently evaluating this guidance, but it is not expected to have a material impact on its consolidated financial statements.

 

All other new accounting standards and updates of existing standards issued through the date of this filing were considered by management and did not relate to accounting policies and procedures pertinent to the Company at this time or were not expected to have a material impact to the consolidated financial statements.

 

 
10

 

  

NOTE 4 – Investments

Investments in available-for-sale securities are summarized as follows:

 

           

Gross

   

Gross

         

September 30, 2015

 

Amortized

   

Unrealized

   

Unrealized

   

Fair

 
   

Cost

   

Gains

   

Losses

   

Value

 

Fixed maturity securities:

                               

U.S. government obligations

  $ 23,726,172     $ 987,727     $ -     $ 24,713,899  

States and political subdivisions

    37,135,156       5,083,117       151,963       42,066,310  

Corporate

    223,714,895       12,700,391       2,500,952       233,914,334  

Foreign

    65,514,288       2,359,407       2,737,244       65,136,451  

Asset-backed securities

    298,636       3,324       -       301,960  

Mortgage-backed securities (MBS):

                               

Commercial MBS

    6,834,983       291,856       -       7,126,839  

Residential MBS

    38,548,866       2,284,066       17,475       40,815,457  

Corporate redeemable preferred stock

    248,063       -       29,940       218,123  

Total fixed maturity securities

    396,021,059       23,709,888       5,437,574       414,293,373  

Equity securities:

                               

U.S. agencies

    707,900       -       -       707,900  

Mutual funds

    318,284       -       13,575       304,709  

Corporate common stock

    6,335,472       500,426       507,802       6,328,096  

Total equity securities

    7,361,656       500,426       521,377       7,340,705  

Total

  $ 403,382,715     $ 24,210,314     $ 5,958,951     $ 421,634,078  

 

           

Gross

   

Gross

         

December 31, 2014

 

Amortized

   

Unrealized

   

Unrealized

   

Fair

 
   

Cost

   

Gains

   

Losses

   

Value

 

Fixed maturity securities:

                               

U.S. government obligations

  $ 28,063,178     $ 820,997     $ 16,164     $ 28,868,011  

States and political subdivisions

    38,021,271       5,985,975       -       44,007,246  

Corporate

    224,299,411       15,669,733       930,632       239,038,512  

Foreign

    63,792,040       2,934,542       751,369       65,975,213  

Asset-backed securities

    1,432,996       33,501       -       1,466,497  

Mortgage-backed securities (MBS):

                               

Commercial MBS

    7,869,355       266,831       -       8,136,186  

Residential MBS

    40,118,010       2,507,809       6       42,625,813  

Total fixed maturity securities

    403,596,261       28,219,388       1,698,171       430,117,478  

Equity securities:

                               

U.S. agencies

    707,900       -       -       707,900  

Mutual funds

    318,284       40,038       -       358,322  

Corporate common stock

    5,305,252       1,157,718       123,373       6,339,597  

Total equity securities

    6,331,436       1,197,756       123,373       7,405,819  

Total

  $ 409,927,697     $ 29,417,144     $ 1,821,544     $ 437,523,297  

 
11

 

 

The following table summarizes, for all securities in an unrealized loss position as of the balance sheet 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.

 

   

September 30, 2015

   

December 31, 2014

 
           

Gross

   

Number

           

Gross

   

Number

 
   

Estimated

   

Unrealized

   

of

   

Estimated

   

Unrealized

   

of

 
   

Fair Value

   

Loss

   

Securities

   

Fair Value

   

Loss

   

Securities

 

Fixed Maturities:

                                               

Less than 12 months:

                                               

States and political subdivisions

  $ 1,598,038     $ 151,963       2     $ -     $ -       -  

Corporate

    38,273,689       2,029,774       38       12,473,068       508,818       7  

Foreign

    15,333,738       1,196,671       12       10,374,173       310,267       7  

Residential MBS

    3,420,922       17,475       3       16,862       6       1  

Corporate redeemable preferred stock

    218,123       29,940       1       -       -       -  

Greater than 12 months:

                                               

U.S. government obligations

    -       -       -       7,736,774       16,164       1  

Corporate

    3,777,741       471,178       3       3,828,887       421,814       3  

Foreign

    3,606,250       1,540,573       2       4,724,455       441,102       2  

Total fixed maturities

    66,228,501       5,437,574       61       39,154,219       1,698,171       21  
                                                 

Equities:

                                               

Less than 12 months:

                                               

Mutual funds

    304,709       13,575       1       -       -       -  

Corporate common stock

    3,028,571       385,969       21       527,614       103,438       4  

Greater than 12 months:

                                               

Corporate common stock

    210,067       121,833       3       525,865       19,935       4  

Total equities

    3,543,347       521,377       25       1,053,479       123,373       8  
                                                 

Total

  $ 69,771,848     $ 5,958,951       86     $ 40,207,698     $ 1,821,544       29  

 

 

As of September 30, 2015, all of the above fixed maturity securities individually had a fair value to cost ratio equal to or greater than 60% and all of the above equity securities individually had a fair value to cost ratio equal to or exceeding 51%. As of December 31, 2014, all of the above fixed maturity securities had a fair value to cost ratio equal to or greater than 86% and the equity securities noted above had a fair value to cost ratio equal to or greater than 78%.

 

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 in light of all 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 income. Any other-than-temporary impairments on equity securities are recorded in the consolidated statements of income in the periods incurred as the difference between fair value and cost. Based on our review, the Company experienced no other-than-temporary impairments during the quarters or nine months ended September 30, 2015 or 2014.

 

 
12

 

 

Management believes that the Company will fully recover its cost basis in the securities held at September 30, 2015, 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 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.

 

Net unrealized gains for investments classified as available-for-sale are presented below, net of the effect on deferred income taxes and deferred acquisition costs assuming that the appreciation (depreciation) had been realized.  

 

   

September 30,

   

December 31,

 
   

2015

   

2014

 

Net unrealized appreciation on available-for sale securities

  $ 18,251,363     $ 27,595,600  

Adjustment to deferred acquisition costs

    (454,505 )     (711,650 )

Deferred income taxes

    (6,050,931 )     (9,140,543 )

Net unrealized appreciation on available-for sale securities

  $ 11,745,927     $ 17,743,407  

 

The amortized cost and fair value of fixed maturity securities at September 30, 2015, by contractual maturity, are presented below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

  

   

Available-for-Sale

 
   

Amortized

   

Fair

 
   

Cost

   

Value

 

Due in one year or less

  $ 7,664,802     $ 7,783,345  

Due after one year through five years

    91,304,690       98,919,866  

Due after five years through ten years

    179,176,060       181,280,986  

Due after ten years

    50,575,950       55,722,618  

Due at multiple maturity dates

    67,051,494       70,368,435  

Corporate redeemable preferred stock

    248,063       218,123  

Total

  $ 396,021,059     $ 414,293,373  

 

Proceeds for the quarters and nine months ended September 30, 2015 and 2014 from sales and maturities of investments in available-for-sale securities, as well as gross gains and gross losses realized, are presented below.

  

   

Quarter Ended September 30,

   

Nine Months Ended September 30,

 
   

2015

   

2014

   

2015

   

2014

 

Proceeds from sales and maturities

  $ 13,603,538     $ 19,194,823     $ 29,969,158     $ 36,423,802  

Gross realized gains

    606,915       611,566       857,095       785,376  

Gross realized losses

    (406 )     (18,294 )     (122,745 )     (123,245 )

  

 
13

 

  

The table below shows the change in net unrealized investment gains (losses) and the amount of realized investment gains (losses) on fixed maturities and equity securities in addition to realized investment gains on mortgage loans for the quarters and nine months ended September 30, 2015 and 2014.

  

   

Quarter Ended September 30,

   

Nine Months Ended September 30,

 
   

2015

   

2014

   

2015

   

2014

 

Change in net unrealized investment gains (losses):

                               

Securities available-for-sale:

                               

Fixed maturities

  $ (2,751,428 )   $ (4,179,008 )   $ (8,248,903 )   $ 9,722,385  

Equity securities

    (721,896 )     (84,323 )     (1,095,334 )     591,158  

Net realized investment gains (losses):

                               

Securities available-for-sale:

                               

Fixed maturities

  $ -     $ 593,895     $ 90,859     $ 662,083  

Equity securities

    606,509       (623 )     643,491       48  

Mortgage loans on real estate

    -       -       75,915       -  

Investments in convertible options

    (5,529 )     -       (5,529 )     -  

 

The Company is required to hold assets on deposit for the benefit of policyholders in accordance with statutory rules and regulations. At September 30, 2015 and December 31, 2014, these required deposits had a total fair value of $23,280,207 and $23,951,372, respectively.

 

The Company also engages in commercial and residential mortgage lending. As of September 30, 2015, investments in commercial and residential properties comprised 33.5% and 66.5%, respectively, of the Company’s mortgage portfolio. At December 31, 2014, investments in commercial and residential properties comprised 41.9% and 58.1%, respectively, of the Company’s mortgage portfolio.

 

All commercial mortgage loans are either originated in-house or through two mortgage brokers, are secured by first mortgages on the real estate and generally carry personal guarantees by the borrowers. Loan-to-value ratios of 80% or less and debt service coverage from existing cash flows of 115% or higher are generally required. We minimize credit risk in our mortgage loan portfolio through various methods, including stringently underwriting the loan request, maintaining small average loan balances, and reviewing larger mortgage loans on an annual basis.

 

The Company purchases residential mortgage loans through the secondary market. Each mortgage loan opportunity is reviewed individually, considering both the value of the underlying property and the credit worthiness of the borrower. We are utilizing a third party servicer to administer these loans.

 

As of September 30, 2015 and December 31, 2014, there were no non-performing loans, loans on nonaccrual status, loans 90 days past due or more, loans in process of foreclosure, or restructured loans. The Company experienced no mortgage loan defaults during the quarters or nine months ended September 30, 2015 and 2014.

 

 
14

 

 

The Company’s investments in mortgage loans, by state, are as follows:

 

   

September 30,

   

December 31,

 
   

2015

   

2014

 

Illinois

  $ 5,900,430     $ 3,392,446  

Texas

    5,842,343       2,290,700  

Florida

    4,067,765       6,047,236  

California

    3,373,985       4,806,451  

Kentucky

    3,299,038       3,492,854  

Georgia

    2,652,028       3,123,530  

Ohio

    1,721,232       1,805,093  

Tennessee

    923,652       1,054,671  

Arizona

    775,755       927,600  

Indiana

    763,433       95,434  

Missouri

    530,176       267,996  

West Virginia

    419,536       440,725  

Pennsylvania

    374,790       -  

Nevada

    374,363       -  

North Carolina

    356,727       359,308  

New Jersey

    248,979       252,612  

South Carolina

    230,163       248,815  

Colorado

    223,109       225,772  

Massachusetts

    208,908       239,399  

Idaho

    163,001       174,433  

Kansas

    135,639       136,442  

Utah

    78,072       77,919  

Total

  $ 32,663,124     $ 29,459,436  

 

 

The Company owns certain investments in state-guaranteed receivables. These investments represent an assignment of the future rights to cash flows from lottery winners purchased at a discounted price. Payments on these investments are made by state run lotteries and guaranteed by the states. The state-guaranteed receivables are carried at their amortized cost basis on the balance sheet. At September 30, 2015, the amortized cost and estimated fair value of state-guaranteed receivables, by contractual maturity, are summarized as follows:

  

   

Amortized

   

Fair

 
   

Cost

   

Value

 

Due in one year or less

  $ 714,500     $ 723,349  

Due after one year through five years

    2,620,123       2,848,554  

Due after five years through ten years

    3,055,607       3,746,986  

Due after ten years

    1,328,914       1,848,424  

Total

  $ 7,719,144     $ 9,167,313  

  

 
15

 

  

The amortized cost of state-guaranteed receivables, by state, is summarized as follows:

 

   

September 30,

   

December 31,

 
   

2015

   

2014

 

New York

  $ 3,483,293     $ 3,694,805  

Massachusetts

    1,995,344       1,969,570  

Georgia

    1,454,579       1,467,774  

Pennsylvania

    315,729       299,851  

Texas

    239,867       227,649  

California

    177,173       188,131  

Ohio

    53,159       69,599  

Total

  $ 7,719,144     $ 7,917,379  

 

During the third quarter of 2015, the Company began purchasing investments in convertible fixed maturity securities. Convertible securities feature an option allowing for a portion of the security to be converted into an equity position of the underlying issuer in exchange for a lower coupon rate. In accordance with FASB accounting guidance, this convertible feature must be bifurcated and reported separately on the balance sheet at fair value, with adjustments in fair value recognized in the income statement. Accordingly, the convertible options within our portfolio are reported as investments in convertible options on the balance sheet, and the mark-to-market adjustment associated with the changes in fair value of the convertible options are reported as gains (losses) on investments in convertible options as a component of net investment income. As of September 30, 2015, the total fair value of our investments in convertible options was $663,950. For the quarter and nine months ended September 30, 2015, we recognized a loss on our investments in convertible options of $41,082 relative to the mark-to-market adjustment. Additionally, we recognized a net realized investment loss of $5,529 upon the exchange of one convertible security.

 

Major categories of net investment income are summarized as follows: 

  

   

Quarter Ended September 30,

   

Nine Months Ended September 30,

 
   

2015

   

2014

   

2015

   

2014

 

Fixed maturities

  $ 4,517,133     $ 4,930,579     $ 13,713,883     $ 14,369,420  

Equity securities

    55,400       58,733       192,180       186,211  

Mortgage loans on real estate

    545,945       391,596       1,730,040       1,048,296  

Policy loans

    126,798       121,585       368,784       356,962  

State-guaranteed receivables

    134,770       137,889       413,045       422,403  

Loss on investments in convertible options

    (41,082 )     -       (41,082 )     -  

Other

    47,741       56,486       168,772       173,972  

Gross investment income

    5,386,705       5,696,868       16,545,622       16,557,264  

Investment expenses

    148,668       303,574       744,725       910,364  

Net investment income

  $ 5,238,037     $ 5,393,294     $ 15,800,897     $ 15,646,900  

 

 

NOTE 5 – Fair Values of Financial Instruments

The fair value of a financial instrument is the estimated amount at which the instrument could be exchanged in an orderly transaction between knowledgeable, unrelated, willing parties, i.e., not in a forced transaction.  The estimated fair value of a financial instrument may differ from the amount that could be realized if the security was sold in an immediate sale, e.g., a forced transaction.  Additionally, the valuation of investments is more subjective when markets are less liquid due to the lack of market based inputs, which may increase the potential that the estimated fair value of an investment is not reflective of the price at which an actual transaction would occur.

 

 
16

 

  

The Company holds fixed maturities and equity securities that are measured and reported at fair market value on the balance sheet. The Company is also required to disclose fair value estimates for other financial instruments not required to be carried at market value on the balance sheet. 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.

 

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.

 

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 unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use.

 

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/out of the Level 3 category as of the beginning of the period in which the reclassifications occur.

 

Valuation of Investments Reported at Fair Value in Financial Statements

 

The Company’s Level 1 investments include equity securities that are traded in an active exchange market, as well as one U.S. agency equity security whose value is set by government statute.

 

The Company’s Level 2 investments include fixed maturities with quoted prices that are traded less frequently than exchange-traded instruments or instruments 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 the majority of our fixed maturities, where fair values are obtained from a nationally recognized, third-party pricing service as well as our investments in convertible options. These options are bifurcated from the underlying fixed maturity investments and are also valued using observable market data.

 

The Company’s Level 3 investments include financial instruments whose value cannot be obtained through a pricing service and must be 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 currently includes one private equity investment where independent pricing inputs were not able to be obtained. For fixed maturities that may fall within this level, the Company utilizes the assistance of its third-party investment advisor to estimate the fair value based on non-binding broker quotes and internal models using unobservable assumptions about market participants. For the private equity investment, the Company establishes fair value based on the most recent trading activity as well as a review of the underlying financial statements of the entity.

 

 
17

 

  

The following table presents the Company’s fair value hierarchy for those financial instruments measured and reported at fair value on a recurring basis as of September 30, 2015 and December 31, 2014.

 

   

September 30, 2015

 
   

Level 1

   

Level 2

   

Level 3

   

Total

 

Fixed maturities:

                               

U.S. government obligations

  $ -     $ 24,713,899     $ -     $ 24,713,899  

States and political subdivisions

    -       42,066,310       -       42,066,310  

Corporate

    -       233,914,334       -       233,914,334  

Foreign

    -       65,136,451       -       65,136,451  

Asset-backed securities

    -       301,960       -       301,960  

Mortgage-backed securities:

                               

Commercial MBS

    -       7,126,839       -       7,126,839  

Residential MBS

    -       40,815,457       -       40,815,457  

Corporate redeemable preferred stock

    -       218,123       -       218,123  

Total fixed maturities

  $ -     $ 414,293,373     $ -     $ 414,293,373  
                                 

Equity securities:

                               

U.S. agencies

  $ 707,900     $ -     $ -     $ 707,900  

Mutual funds

    304,709       -       -       304,709  

Corporate common stock

    5,976,096       -       352,000       6,328,096  

Total equity securities

  $ 6,988,705     $ -     $ 352,000     $ 7,340,705  
                                 

Investments in convertible options

  $ -     $ 663,950     $ -     $ 663,950  

 

   

December 31, 2014

 
   

Level 1

   

Level 2

   

Level 3

   

Total

 

Fixed maturities:

                               

U.S. government obligations

  $ -     $ 28,868,011     $ -     $ 28,868,011  

States and political subdivisions

    -       44,007,246       -       44,007,246  

Corporate

    -       239,038,512       -       239,038,512  

Foreign

    -       65,975,213       -       65,975,213  

Asset-backed securities

    -       1,466,497       -       1,466,497  

Mortgage-backed securities:

                               

Commercial MBS

    -       8,136,186       -       8,136,186  

Residential MBS

    -       42,625,813       -       42,625,813  

Total fixed maturities

  $ -     $ 430,117,478     $ -     $ 430,117,478  
                                 

Equity securities:

                               

U.S. agencies

  $ 707,900     $ -     $ -     $ 707,900  

Mutual funds

    358,322       -       -       358,322  

Corporate common stock

    5,955,597       -       384,000       6,339,597  

Total equity securities

  $ 7,021,819     $ -     $ 384,000     $ 7,405,819  

 

 
18

 

  

The following table provides a summary of changes in fair value of our Level 3 financial instruments reported at fair value for the quarters and nine months ended September 30, 2015 and 2014.

 

   

Quarter Ended September 30,

   

Nine Months Ended September 30,

 
   

2015

   

2014

   

2015

   

2014

 

Corporate common stock:

                               

Beginning balance

  $ 352,000     $ 384,000     $ 384,000     $ 384,000  

Transfers into Level 3

    -       -       -       -  

Transfers out of Level 3

    -       -       -       -  

Purchases

    -       -       -       -  

Sales

    -       -       -       -  

Total gains or losses:

                               

Included in earnings

    -       -       -       -  

Included in other comprehensive income

    -       -       (32,000 )     -  

Ending balance

  $ 352,000     $ 384,000     $ 352,000     $ 384,000  

 

The Company experienced no transfers between Level 1 and Level 2 during the quarters or nine months ended September 30, 2015 or 2014. The Company experienced no transfers between Level 2 and Level 3 during the quarters or nine months ended September 30, 2015 or 2014. Transfers in and/or out of Level 3 are primarily attributable to changes in the availability of market observable information and re-evaluation of the observability of pricing inputs.

 

The unrealized gains (losses) on Level 3 investments are recorded as a component of accumulated other comprehensive income (loss), net of tax, in accordance with required accounting for our available-for-sale portfolio.

  

 
19

 

  

Financial Instruments Disclosed, but not Carried, at Fair Value

 

The following disclosure presents the carrying values and estimated fair values of the Company’s financial instruments disclosed, but not carried, at fair value as of September 30, 2015 and December 31, 2014, and the level within the fair value hierarchy at which such assets and liabilities are measured on a recurring basis. The fair values for insurance contracts other than investment-type contracts are not required to be disclosed. 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.

 

   

September 30, 2015

 
   

Carrying

   

Fair

                         
   

Amount

   

Value

   

Level 1

   

Level 2

   

Level 3

 

Assets:

                                       

Mortgage loans on real estate:

                                       

Commercial

  $ 10,926,869     $ 11,381,087     $ -     $ -     $ 11,381,087  

Residential

    21,736,255       23,700,043       -       -       23,700,043  

Policy loans

    6,784,617       6,784,617       -       -       6,784,617  

State-guaranteed receivables

    7,719,144       9,167,313       -       9,167,313       -  

Other invested assets

    2,646,099       2,646,099       -       -       2,646,099  

Cash and cash equivalents

    8,979,130       8,979,130       8,979,130       -       -  

Accrued investment income

    4,451,587       4,451,587       -       -       4,451,587  

Cash value of company-owned life insurance

    13,209,476       13,209,476       -       -       13,209,476  
                                         

Liabilities:

                                       

Policyholder deposits (Investment-type contracts)

    52,736,316       55,141,396       -       -       55,141,396  

Policy claims

    2,681,040       2,681,040       -       -       2,681,040  

Obligations under capital leases

    462,385       462,385       -       -       462,385  

Notes payable

    1,809,760       1,809,760       -       -       1,809,760  

 

   

December 31, 2014

 
   

Carrying

   

Fair

                         
   

Amount

   

Value

   

Level 1

   

Level 2

   

Level 3

 

Assets:

                                       

Mortgage loans on real estate:

                                       

Commercial

  $ 12,961,492     $ 13,693,557     $ -     $ -     $ 13,693,557  

Residential

    16,497,944       18,392,927       -       -       18,392,927  

Policy loans

    6,665,493       6,665,493       -       -       6,665,493  

State-guaranteed receivables

    7,917,379       9,719,006       -       9,719,006       -  

Other invested assets

    3,270,848       3,270,848       -       -       3,270,848  

Cash and cash equivalents

    1,870,867       1,870,867       1,870,867       -       -  

Accrued investment income

    5,190,740       5,190,740       -       -       5,190,740  

Cash value of company-owned life insurance

    12,441,833       12,441,833       -       -       12,441,833  
                                         

Liabilities:

                                       

Policyholder deposits (Investment-type contracts)

    53,318,598       55,486,262       -       -       55,486,262  

Policy claims

    2,821,106       2,821,106       -       -       2,821,106  

Obligations under capital leases

    553,028       553,028       -       -       553,028  

Notes payable

    2,508,576       2,508,576       -       -       2,508,576  

 

 
20

 

 

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 commercial mortgage loans, the discount rate was assumed to be the interest rate of the last commercial mortgage originated by the Company. For residential mortgage loans, the discount rate was assumed to be the average yield on recent purchases less an expense factor.

 

State-guaranteed receivables: The fair values for state-guaranteed receivables are estimated using discounted cash flow analyses, using the average Citigroup Pension Liability Index in effect at the end of each period.

 

Cash and cash equivalents: The carrying amounts reported for these financial instruments approximate their fair values given the highly liquid nature of the instruments.

 

Cash value of company-owned life insurance: The carrying values and fair values for these policies are based on the current cash surrender values of the policies.

 

Investment-type contracts: 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.

 

Notes payable: The fair values for notes payable with floating interest rates and promissory notes approximate the unpaid principal balances on such notes.

 

Policy loans, other invested assets, accrued investment income, policy claims and obligations under capital leases: The carrying values of these instruments approximate their fair values and are disclosed in Level 3 of the hierarchy.

 

NOTE 6 - Earnings per Share

Earnings per share of common stock were computed based on the weighted average number of common shares outstanding during each period. The weighted average number of shares outstanding for the quarters ended September 30, 2015 and 2014 were 1,117,605 and 1,125,247, respectively. The weighted average number of shares outstanding for the nine months ended September 30, 2015 and 2014 were 1,121,130 and 1,127,006, respectively.

 

 
21

 

  

NOTE 7 - Segment Data

The Company operates in four segments as shown in the following table. All segments include both individual and group insurance. Identifiable revenues, expenses and assets are assigned directly to the applicable segment. Net investment income, realized gains and losses, and invested assets are generally allocated to the insurance and the corporate segments in proportion to policy liabilities and stockholders' equity, respectively. Certain assets, such as property and equipment and leased property under capital leases, are allocated between the administrative and financial services segment and the corporate and other segment. Investors Heritage Financial revenue associated with credit administrative services is assigned to the administrative and financial services segment, along with fees relative to third party administrative services. Any remaining revenue is assigned to the corporate and other segment. Results for the parent company, Investors Heritage Printing, At Need Funding and Heritage Funding, after elimination of intercompany amounts, are allocated to the corporate and other segment.

 

   

Quarter Ended September 30,

   

Nine Months Ended September 30,

 
   

2015

   

2014

   

2015

   

2014

 
                                 

Revenue:

                               

Preneed and burial products

  $ 13,064,662     $ 12,737,829     $ 37,451,666     $ 36,329,237  

Traditional and universal life products

    4,763,360       5,456,879       13,859,163       15,554,141  

Administrative and financial services

    397,378       275,076       1,037,432       901,085  

Corporate and other

    188,229       234,948       630,463       775,115  

Total revenue

  $ 18,413,629     $ 18,704,732     $ 52,978,724     $ 53,559,578  
                                 

Pre-tax income (loss) from operations:

                               

Preneed and burial products

  $ 590,199     $ 487,638     $ (309,668 )   $ 128,924  

Traditional and universal life products

    364,982       687,998       640,179       969,175  

Administrative and financial services

    83,689       90,797       201,412       204,706  

Corporate and other

    (3,390 )     (3,701 )     12,677       185,162  

Total pre-tax income (loss)

  $ 1,035,480     $ 1,262,732     $ 544,600     $ 1,487,967  

 

 

NOTE 8 – Federal Income Taxes

The provision for federal income taxes is based on the estimated effective annual tax rate. Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Income before federal income taxes differs from taxable income principally due to the dividends-received deduction; the 404(k) dividend deduction; the small life insurance company tax deduction; nondeductible travel and entertainment expenses; and non-taxable effects of company-owned life insurance premiums, cash value growth, and death benefit proceeds.

 

We file U.S. federal income tax returns and income tax returns in various state jurisdictions. Our 2012 through 2014 U.S. federal tax years remain subject to income tax examination by tax authorities. We have no known uncertain tax benefits within our provision for income taxes. In addition, we do not believe the Company will be subject to any penalties or interest relative to any open tax years and, therefore, have not accrued any such amounts. However, should such a circumstance arise, it is our policy to classify any interest and penalties (if applicable) as income tax expense in the financial statements.

 

 
22

 

 

NOTE 9 – Other Comprehensive Income (Loss)

The following tables present the pretax components of the Company’s other comprehensive income (loss), and the related income tax expense (benefit) for each component, for the quarters and nine months ended September 30, 2015 and 2014.

 

   

Quarter Ended September 30, 2015

 
           

Income Tax

         
           

Expense

         
   

Pretax

   

(Benefit)

   

Net of Tax

 

Other comprehensive loss:

                       

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

                       

Unrealized holding losses arising during period

  $ (2,866,815 )   $ (1,106,939 )   $ (1,759,876 )

Reclassification adjustment for gains included in income

    (606,509 )     (73,993 )     (532,516 )

Adjustment for effect of deferred acquisition costs

    93,198       31,688       61,510  

Net unrealized losses on investments

    (3,380,126 )     (1,149,244 )     (2,230,882 )

Change in defined benefit pension plan:

                       

Amortization of actuarial net loss in net periodic pension cost

    190,559       64,790       125,769  
                         

Total other comprehensive loss

  $ (3,189,567 )   $ (1,084,454 )   $ (2,105,113 )

 

   

Quarter Ended September 30, 2014

 
           

Income Tax

         
           

Expense

         
   

Pretax

   

(Benefit)

   

Net of Tax

 

Other comprehensive loss:

                       

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

                       

Unrealized holding losses arising during period

  $ (3,670,059 )   $ (1,366,178 )   $ (2,303,881 )

Reclassification adjustment for gains included in income

    (593,272 )     (83,355 )     (509,917 )

Adjustment for effect of deferred acquisition costs

    126,140       42,887       83,253  

Net unrealized losses on investments

    (4,137,191 )     (1,406,646 )     (2,730,545 )

Change in defined benefit pension plan:

                       

Amortization of actuarial net loss in net periodic pension cost

    97,604       33,185       64,419  
                         

Total other comprehensive loss

  $ (4,039,587 )   $ (1,373,461 )   $ (2,666,126 )

 

 
23

 

 

   

Nine Months Ended September 30, 2015

 
           

Income Tax

         
           

Expense

         
   

Pretax

   

(Benefit)

   

Net of Tax

 

Other comprehensive loss:

                       

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

                       

Unrealized holding losses arising during period

  $ (8,609,887 )   $ (3,068,836 )   $ (5,541,051 )

Reclassification adjustment for gains included in income

    (734,350 )     (108,206 )     (626,144 )

Adjustment for effect of deferred acquisition costs

    257,145       87,430       169,715  

Net unrealized losses on investments

    (9,087,092 )     (3,089,612 )     (5,997,480 )

Change in defined benefit pension plan:

                       

Amortization of actuarial net loss in net periodic pension cost

    571,675       194,370       377,305  
                         

Total other comprehensive loss

  $ (8,515,417 )   $ (2,895,242 )   $ (5,620,175 )

 

   

Nine Months Ended September 30, 2014

 
           

Income Tax

         
           

Expense

         
   

Pretax

   

(Benefit)

   

Net of Tax

 

Other comprehensive income:

                       

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

                       

Unrealized holding gains arising during period

  $ 10,975,674     $ 3,603,731     $ 7,371,943  

Reclassification adjustment for gains included in income

    (662,131 )     (97,127 )     (565,004 )

Adjustment for effect of deferred acquisition costs

    (252,382 )     (85,810 )     (166,572 )

Net unrealized gains on investments

    10,061,161       3,420,794       6,640,367  

Change in defined benefit pension plan:

                       

Amortization of actuarial net loss in net periodic pension cost

    292,810       99,555       193,255  
                         

Total other comprehensive income

  $ 10,353,971     $ 3,520,349     $ 6,833,622  

 

 

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.

 

 
24

 

 

The change in the components of the Company’s accumulated other comprehensive income, net of tax, for the nine months ended September 30, 2015 and 2014 are as follows:

 

   

Unrealized Gains

   

Defined

   

Accumulated

 
   

(Losses) on

   

Benefit

   

Other

 
   

Available-For-Sale

   

Pension

   

Comprehensive

 
   

Securities

   

Plan

   

Income

 

For the nine months ended September 30, 2015:

                       

Beginning balance

  $ 17,743,407     $ (5,039,088 )   $ 12,704,319  

Other comprehensive loss before reclassifications

    (5,371,336 )     -       (5,371,336 )

Amounts reclassified from accumulated other comprehensive income

    (626,144 )     377,305       (248,839 )

Net current period other comprehensive income (loss)

    (5,997,480 )     377,305       (5,620,175 )

Ending balance

  $ 11,745,927     $ (4,661,783 )   $ 7,084,144  
                         

For the nine months ended September 30, 2014:

                       

Beginning balance

  $ 9,916,148     $ (3,164,157 )   $ 6,751,991  

Other comprehensive income before reclassifications

    7,205,371       -       7,205,371  

Amounts reclassified from accumulated other comprehensive income

    (565,004 )     193,255       (371,749 )

Net current period other comprehensive income

    6,640,367       193,255       6,833,622  

Ending balance

  $ 16,556,515     $ (2,970,902 )   $ 13,585,613  

 

 

The following table presents the pretax and the related income tax components of the amounts reclassified from the Company’s accumulated other comprehensive income to the Company’s consolidated statement of income for the quarters and nine months ended September 30, 2015 and 2014.

  

   

Quarter Ended September 30,

   

Nine Months Ended September 30,

 

Reclassification Adjustments

 

2015

   

2014

   

2015

   

2014

 

Unrealized gains on available-for-sale securities:

                               

Realized gains on sale of securities (a)

  $ 606,509     $ 593,272     $ 734,350     $ 662,131  

Income tax expense (c)

    (73,993 )     (83,355 )     (108,206 )     (97,127 )

Net of tax

    532,516       509,917       626,144       565,004  
                                 

Defined benefit pension plan:

                               

Amortization of actuarial net loss (b)

    (190,559 )     (97,604 )     (571,675 )     (292,810 )

Income tax benefit (c)

    64,790       33,185       194,370       99,555  

Net of tax

    (125,769 )     (64,419 )     (377,305 )     (193,255 )
                                 

Total reclassifications for the period

  $ 406,747     $ 445,498     $ 248,839     $ 371,749  

 

 

(a) These items appear within net realized gains on investments in the consolidated income statements.

(b) These items are included in the computation of net periodic pension cost (see Note 10).

(c) These items appear within federal income taxes in the consolidated income statements.

 

 
25

 

  

NOTE 10 – Employee Benefit Plans

Investors Heritage Capital Corporation sponsors a noncontributory defined benefit pension plan, which was frozen in 2012 with respect to new benefit accruals. Participants in the plan at the time it was frozen may still continue to earn vesting credit towards their pension plan benefit. The following table provides the components of our net periodic benefit cost:

  

   

Quarter Ended September 30,

   

Nine Months Ended September 30,

 
   

2015

   

2014

   

2015

   

2014

 
                                 

Service cost

  $ -     $ -     $ -     $ -  

Interest cost

    222,565       261,263       667,697       783,791  

Expected return on plan assets

    (293,069 )     (299,418 )     (879,208 )     (898,255 )

Recognized actuarial net loss

    190,559       97,604       571,675       292,810  

Net periodic pension cost

  $ 120,055     $ 59,449     $ 360,164     $ 178,346  

 

We previously disclosed in our financial statements for the year ended December 31, 2014 that the Company expected to contribute $300,000 to our defined benefit pension plan during 2015. As of September 30, 2015, the Company had contributed $225,000 to the plan.

 

NOTE 11 Notes Payable

The Company renewed the Investors Heritage Capital Corporation Line of Credit and the At Need Funding Line of Credit during the first quarter of 2015. The Investors Heritage Capital Corporation Line of Credit remains for $150,000 with a new maturity date of March 24, 2017. Interest is paid on this note monthly at the prime rate, with a floor of 3.25%. The At Need Funding Line of Credit was increased to $1,500,000 with a new maturity date of March 24, 2017. Interest is paid on this note monthly at the prime rate, which is currently 3.25%.

 

 
26

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

GENERAL

 

Investors Heritage Capital Corporation is incorporated under the laws of the Commonwealth of Kentucky and wholly owns Investors Heritage Life Insurance Company, a life insurance company also incorporated under the laws of the Commonwealth of Kentucky. Investors Heritage Capital also wholly owns Investors Heritage Financial Services Group, Inc., a Kentucky insurance marketing company; Investors Heritage Printing, Inc., a Kentucky printing company that provides printing to Investors Heritage Life and other unaffiliated parties; is the sole member of At Need Funding, LLC, a Kentucky limited liability company that provides advance funding of funerals in exchange for the irrevocable assignment of life insurance policies from other nonaffiliated companies; and is the sole member of Heritage Funding, LLC, a limited liability company that was formed to invest in various business ventures but is currently dormant.

 

Investors Heritage Life offers a full line of life insurance products including, but not limited to, whole life, term life, single premium life, multi-pay life and annuities. Investors Heritage Life’s primary lines of business are insurance policies and annuities utilized to fund preneed funeral contracts, policies sold in the senior wealth transfer market, final expense insurance, credit life and credit disability insurance, group term insurance sold through associations, and term life and reducing term life sold through financial institutions. We continue to actively develop new products and diversify distribution systems in order to broaden our marketing base.

 

In our preneed and burial product segment, we currently market the Legacy Gold and Heritage FX Final Expense products. The Legacy Gold life insurance and annuity product series is sold in the preneed market in conjunction with prearranged funerals. The Legacy Gold series includes both single premium and multi-pay policies, and both underwritten and guaranteed issue options are available. The Heritage FX Final Expense product is a non-participating whole life insurance product with simplified underwriting, sold in the final expense market. The Heritage FX product is structured to allow increased production while mitigating surplus strain through the use of reinsurance.

 

Within our traditional and universal life products segment, we currently market two products geared toward wealth preservation in the senior market – the Heritage Solution, a single premium life policy, and the Heritage Provider, a ten pay whole life and single premium immediate annuity combination. These products are currently being sold exclusively through our partnership with Puritan Financial Group and are being underwritten and issued using a third party underwriter with significant experience in that market. Prior to January 1, 2013, this business was being reinsured under a 50% coinsurance arrangement with Puritan Life Insurance Company of America. Effective January 1, 2013, this coinsurance agreement was amended to reinsure 25% of new business. This reinsurance agreement was terminated with respect to new business effective July 31, 2015, after which time we now maintain 100% of new business being produced under the marketing agreement.

 

Investors Heritage Life assumes 75% of the risks on certain policies sold by Puritan Life Insurance Company of America and Sterling Investors Life Insurance Company. The products being assumed are identical to the Heritage Solution and Heritage Provider products currently being written by Investors Heritage Life. However, these reinsurance arrangements allow us to participate in the profitability of these products in certain states where we are not currently marketing. These reinsurance agreements were also terminated with respect to new business effective July 31, 2015.

 

Our traditional and universal life products also include the HLW Choice Whole Life product and the Heritage Protector IV product. The HLW Choice Whole Life product is designed with numerous options and with flexibility to achieve our customers’ goals. The Heritage Protector IV product is a term product marketed primarily by banks and other financial institutions in conjunction with consumer credit.

  

 
27

 

 

We introduced an association group term product during the second half of 2013. This product provides a monthly renewable term benefit and is being marketed to various association groups.

 

We also market the Heritage Youth Protector, which is a combination term/whole life plan marketed to parents and grandparents, with issue ages of 0-22. The policy is a term policy until age 25 at which time it automatically converts to a whole life policy with increased premium. Waiver of premium and guaranteed insurability option riders are also available. Initial coverage may be purchased in $5,000 increments from $5,000 to $20,000 per child, with single or annual payment options to age 25. At age 25, the policy becomes an annual pay plan.

 

We utilize a combination of yearly renewable term reinsurance and coinsurance to cede life insurance coverage in excess of our desired retention limits, which in most cases is $25,000 per life. Most of our business is written in the smaller face amount markets and, in the past, claims on larger-case ordinary business caused income fluctuations. This lower retention level has stabilized earnings fluctuations. The lowered retention was achieved by maintaining the established reinsurance treaties and adding additional yearly renewable term treaties for amounts between our desired net amount at risk and the previous retention of $100,000.

 

Investors Heritage Life continues to market its third party administrative (“TPA”) services as an additional revenue source. These agreements, for various levels of administrative services on behalf of each company, generate fee income for Investors Heritage Life. We currently have four TPA clients for which we provide tailored services to meet each client’s individual business needs. Two former life insurance holding company clients terminated their agreements effective October 1, 2015 in order to begin performing that work in-house. We have been able to perform our TPA services using our existing in-house resources.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. Preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate our estimates continually, including those related to investments, deferred acquisition costs, value of business acquired, policy liabilities, income taxes, employee benefit plans, regulatory requirements, contingencies and litigation. We base such estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following accounting policies, judgments and estimates are the most critical to the preparation of our consolidated financial statements.

 

Investments in Fixed Maturities, Equity Securities, Mortgage Loans and State-Guaranteed Receivables

We hold fixed maturities and equity interests in a variety of companies. Additionally, we originate, underwrite and manage commercial mortgage loans, and we purchase residential mortgage loans through the secondary market. We also own certain investments in state-guaranteed receivables consisting of the future cash flow rights from lottery prize winners. We continuously evaluate all of our investments based on current economic conditions, credit loss experience and other developments. We evaluate the difference between the cost/amortized cost and estimated fair value of our investments to determine whether any decline in fair value is other-than-temporary in nature. This determination involves a degree of uncertainty.

  

 
28

 

 

If a decline in the fair value of a security is determined to be temporary, the decline is recognized in other comprehensive income (loss) within stockholders’ equity. If a decline in a security’s fair value is considered to be other-than-temporary, we then determine the proper treatment for the other-than-temporary impairment. For fixed maturities, the amount of any other-than-temporary impairment related to a credit loss is recognized in earnings and reflected as a reduction in the cost basis of the security; and the amount of any other-than-temporary impairment related to other factors is recognized in other comprehensive income (loss) with no change to the cost basis of the security.  For equity securities, the amount of any other-than-temporary impairment is recognized in earnings and reflected as a reduction in the cost basis of the security.

 

The assessment of whether a decline in fair value is considered temporary or other-than-temporary includes management’s judgment as to the financial position and future prospects of the entity issuing the security. It is not possible to accurately predict when it may be determined that a specific security will become impaired. Future adverse changes in market conditions, poor operating results of underlying investments and defaults on mortgage loan payments could result in losses or an inability to recover the current carrying value of the investments, thereby possibly requiring an impairment charge in the future. Likewise, if a change occurs in our intent to sell temporarily impaired securities prior to maturity or recovery in value, or if it becomes more likely than not that we will be required to sell such securities prior to recovery in value or maturity, a future impairment charge could result.

 

If an other-than-temporary impairment related to a credit loss occurs with respect to a bond, we amortize the reduced book value back to the security’s expected recovery value over the remaining term of the bond. We continue to review the security for further impairment that would prompt another write-down in the book value.

 

We classify our fixed maturities and equity securities as available-for-sale and carry them at fair value on the balance sheet, with unrealized appreciation (depreciation) relating to temporary market value changes recorded as an adjustment to other comprehensive income (loss), net of adjustments to deferred acquisition costs and federal income taxes. Fair value for these investments is determined using Accounting Standards Codification principles covering Level 1, Level 2 and Level 3 instruments as further discussed in Note 5 to the consolidated financial statements.

 

Our fixed maturities are Level 2 instruments, for which the fair value is derived from readily available pricing services utilizing recent trades and broker information. Certain liquid equity securities are considered Level 1 instruments and are valued based on publicly available market quotes in an active market. We hold $352,000 in Level 3 financial instruments, comprising 0.1% of our total investments carried at fair value. Fair value for these instruments is derived from unobservable inputs such as non-binding broker quotes and internal models using unobservable assumptions about market participants.

 

Deferred Acquisition Costs

The recovery of deferred acquisition costs is dependent on the future profitability of the underlying business for which acquisition costs were incurred. Each reporting period, we evaluate the recoverability of the unamortized balance of deferred acquisition costs. We consider estimated future gross profits or future premiums, expected mortality or morbidity, interest earned and credited rates, persistency and expenses in determining whether the balance is recoverable. If we determine a portion of the unamortized balance is not recoverable, it is immediately charged to amortization expense. The assumptions we use to amortize and evaluate the recoverability of the deferred acquisition costs involve significant judgment. A revision to these assumptions may impact future financial results.

 

Deferred acquisition costs related to annuities and universal life insurance products are deferred to the extent deemed recoverable and amortized in relation to the present value of actual and expected gross profits on the policies. To the extent that realized gains and losses on securities result in adjustments to deferred acquisition costs related to annuities, such adjustments are reflected as a component of the amortization of deferred acquisition costs.

  

 
29

 

 

Deferred acquisition costs related to annuities are also adjusted, net of tax, for the change in amortization that would have been recorded if the unrealized gains (losses) from securities had actually been realized. This adjustment is included in the change in net unrealized appreciation (depreciation) on available-for-sale securities, a component of "Accumulated Other Comprehensive Income (Loss)" in the stockholders' equity section of the balance sheet.

 

Policy Liabilities 

Estimating liabilities for our long-duration insurance contracts requires management to make various assumptions, including policyholder persistency, mortality rates, investment yields, discretionary benefit increases, new business pricing, and operating expense levels. We evaluate historical experience for these factors when assessing the need for changing current assumptions. However, since many of these factors are interdependent and subject to short-term volatility during the long-duration contract period, substantial judgment is required. Actual experience may emerge differently from that originally estimated. Any such difference would be recognized in the current year’s consolidated statement of income. We utilize in-house actuaries in developing our actuarial assumptions and estimates and in monitoring such assumptions and estimates against actual experience.

 

Income Taxes

We evaluate our deferred income tax assets, which partially offset our deferred tax liabilities, for any necessary valuation allowances. In doing so, we consider our ability and potential for recovering income taxes associated with such assets, which involve significant judgment. Revisions to the assumptions associated with any necessary valuation allowances would be recognized in the consolidated financial statements in the period in which such revisions are made.

 

Under current tax law, we are allowed to utilize the small life insurance company deduction to limit the federal taxable income associated with Investors Heritage Life annually. Changes in tax law or the growth of the Company’s tax basis assets to an amount greater than $500 million could limit our ability to utilize this deduction in future years, which could give rise to higher current federal income tax expense.

 

Employee Benefit Plans

We maintain a defined benefit retirement plan on behalf of our employees. Measurement of the future benefit obligations associated with this plan involves significant judgment, particularly in regard to the expected long-term rate of return on plan assets and the current discount rate used to calculate the present value of future obligations. The long-term rate of return for plan assets is determined based on an analysis of historical returns on invested assets, anticipated future fixed income, equity investment markets, and diversification needs. Long term trends are evaluated relative to current market factors such as inflation, interest rates and investment strategies, including risk management, in order to assess the assumptions as applied to the plan. The discount rate utilized is determined based on reviews of market indices commonly used to measure such liabilities in the industry. Changes in our assumptions can significantly impact the accrued pension liability and net periodic benefit cost recorded in the consolidated financial statements. Additionally, funding of plan liabilities is sensitive to changes in investment returns as well as regulatory changes, which can significantly impact our consolidated financial statements. We continually monitor the performance of plan assets and growth in liabilities and funding necessities, utilizing independent and experienced consultants to assist in plan management.

 

During 2014, the Society of Actuaries released new mortality tables and a new mortality improvement scale for consideration with respect to defined benefit plan liability measurement. We have not yet adopted these new tables with respect to our plan given that more analysis is needed to determine their applicability and impact on our plan structure. While we do not currently expect these tables to have a significant impact on our plan, it is possible that their use could result in a significant increase in plan liabilities once fully analyzed and implemented. We currently anticipate adopting the new mortality tables for financial reporting as of December 31, 2015.

  

 
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We previously disclosed in our financial statements for the year ended December 31, 2014 that we expected to contribute $300,000 to our defined benefit pension plan during 2015. As of September 30, 2015, the Company had contributed $225,000 to the plan.

 

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance regarding accounting for revenue recognition that identifies the accounting treatment for an entity’s contracts with customers.  Certain contracts, including insurance contracts, are specifically excluded from this guidance.  However, certain other types of contracts may impact the financial statements of insurance providers. In August 2015, the FASB deferred the effective date of this guidance for public entities to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We are currently evaluating this guidance, but we do not expect it to have a material impact on our consolidated financial statements.

 

In February 2015, the FASB issued guidance regarding the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Under this guidance, previous consolidation conclusions may change and additional disclosures may be required. This guidance is effective for public entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. We are currently evaluating this guidance, but we do not expect it to have a material impact on our consolidated financial statements.

 

In July 2015, the FASB issued guidance regarding employee benefit accounting. The guidance is divided into three parts. First, the guidance requires a pension plan to use contract value as the only required measure for fully benefit-responsive investment contracts. Second, the guidance simplifies and increases the effectiveness of the investment disclosure requirements for employee benefit plans. Third, the guidance provides benefit plans with a measurement date practical expedient. This guidance is effective for fiscal years beginning after December 15, 2015. We are currently evaluating this guidance, but we do not expect it to have a material impact on our consolidated financial statements.

 

All other new accounting standards and updates of existing standards issued through the date of this filing were considered by management and did not relate to accounting policies and procedures pertinent to the Company at this time or were not expected to have a material impact to the consolidated financial statements.

 

INVESTMENTS, LIQUIDITY AND CAPITAL RESOURCES

 

Investments

We maintain a sound, conservative investment strategy. At September 30, 2015, 87.8% of our total invested assets consisted of fixed income securities, compared to 88.7% at December 31, 2014. At September 30, 2015 and December 31, 2014, our fixed income investments were 97.5% investment grade, as rated by Standard & Poor’s. The Standard & Poor’s average quality rating of our fixed income portfolio holdings as of September 30, 2015 and December 31, 2014 was A.

 

We have reviewed our investment portfolio and do not believe that there are any securities that are other-than-temporarily impaired at September 30, 2015. None of our fixed income assets are in default and there has been no material change in the distribution of our fixed income portfolio. We recorded no other-than-temporary impairment charges in the consolidated statements of income during the quarters or nine months ended September 30, 2015 or 2014.

  

 
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We continuously monitor the investment risk within our portfolio, including the risk associated with subprime lending with our CMO investments. As of September 30, 2015, we have no investments with any level of direct subprime exposure. Additionally, we have no Alt-A bond exposure within our current holdings.

 

We have an investment advisory agreement with an independent third-party investment advisor to purchase common and preferred stocks in stable areas within the real estate sector. The investment advisor has a history of strong performance within these markets. The majority of these funds have been invested in a diversified assortment of regularly traded, exchange listed common stocks. As of September 30, 2015, the largest individual stock position within this group is approximately $393,000. We believe the unrealized losses in our common stock portfolio are temporary in nature given the credit quality of the issuers. We believe that these investments will generate positive future results by providing a slightly increased and fully managed exposure to equity markets.

 

Additionally, we engage in commercial and residential mortgage lending. As of September 30, 2015, investments in commercial properties comprised 33.5% of our mortgage portfolio. Our commercial mortgage loans are either originated in-house or through two mortgage brokers, are secured by first mortgages on the real estate and generally carry personal guarantees by the borrowers. Loan-to-value ratios of 80% or less and debt service coverage from existing cash flows of 115% or higher are generally required. We minimize credit risk in our mortgage loan portfolio through various methods, including stringently underwriting the loan request, maintaining small average loan balances, and reviewing larger mortgage loans on an annual basis.

 

As of September 30, 2015, investments in residential properties comprised 66.5% of our mortgage portfolio. We purchase residential mortgage loans through the secondary market. Each mortgage loan opportunity is reviewed individually, considering both the value of the underlying property and the credit worthiness of the borrower. We are utilizing a third party servicer to administer these loans. We currently anticipate evaluating and making additional residential mortgage loan investments assuming they meet our investment goals and criteria.

 

We are familiar with our mortgage loan markets and given our low loan-to-value ratios, we do not believe that there is a significant risk of loss on our mortgage loan portfolio. We have been successful in adding value to the total investment portfolio through mortgage loan originations and secondary market purchases due to the fact that yields realized from the mortgage loan portfolio are generally higher than yields realized from fixed income investments. Value has also been added because the mortgage loan portfolio has consistently performed well. As of September 30, 2015, we had no non-performing loans, loans on nonaccrual status, loans 90 days past due or more, loans in process of foreclosure, or restructured loans.

 

As of September 30, 2015, our average loan balance is $183,501 and the average loan-to-value is 62%. The largest loan currently held is $942,563. Our mortgage loans are spread across properties located in 22 states, with approximately 77.0% of our loans located in the states of Illinois, Texas, Florida, California, Kentucky, and Georgia. At September 30, 2015 and December 31, 2014, 6.9% and 6.1% of invested assets consisted of mortgage loans, respectively.

 

We own certain investments in state-guaranteed receivables. These investments represent an assignment of the future rights to cash flows from lottery winners purchased at a discounted price. Payments on these investments are made by state run lotteries and guaranteed by the states. As these payment streams are secured by the states themselves, a key function of our due diligence is the assessment of the states’ ability to meet these obligations. Additionally, each state generally withholds income tax from each payment for which we must file for reimbursement of such tax annually. We carry the state-guaranteed receivables at their amortized cost basis on the balance sheet. As of September 30, 2015, we held approximately $7,719,000 in state-guaranteed receivables, with the largest concentrations in the states of New York, Massachusetts and Georgia totaling approximately $3,483,000, $1,995,000 and $1,455,000, respectively. At September 30, 2015 and December 31, 2014, 1.6% of invested assets consisted of state-guaranteed receivables.

  

 
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During the third quarter of 2015, with the assistance and under the active management of our external third party investment advisor, we began purchasing investments in convertible fixed maturity securities. Convertible securities feature an option allowing for a portion of the security to be converted into an equity position of the underlying issuer in exchange for a lower coupon rate. In accordance with FASB accounting guidance, this convertible feature must be bifurcated and reported separately on the balance sheet at fair value, with adjustments in fair value recognized in the income statement. Accordingly, the convertible options within our portfolio are reported as investments in convertible options on the balance sheet, and the mark-to-market adjustment associated with the changes in fair value of the convertible options are reported as gains (losses) on investments in convertible options as a component of net investment income. As of September 30, 2015, the total fair value of our investments in convertible options was $663,950. For the quarter and nine months ended September 30, 2015, we recognized a loss on our investments in convertible options of $41,082 relative to the mark-to-market adjustment. Additionally, we recognized a net realized investment loss of $5,529 upon the exchange of one convertible security.

 

Liquidity and Capital Resources

Investors Heritage Life’s principal sources of cash flow used to meet short-term and long-term cash requirements are insurance premiums, which include mortality and expense charges, investment income, and administrative service fees.

 

Investors Heritage Life’s short-term obligations consist primarily of policyholder benefits and operating expenses. Investors Heritage Life has historically been able to meet these obligations out of operating cash, premiums and investment income.

 

Investors Heritage Life’s principal long-term obligations are fixed contractual obligations incurred in the sale of its life insurance products. The premiums charged for these products are based on conservative and actuarially sound assumptions as to mortality, persistency and interest. We believe these assumptions will produce revenues sufficient to meet our future contractual benefit obligations and operating expenses, and provide an adequate profit margin.

 

Investors Heritage Capital’s principal sources of cash flow are rental income and dividends from its subsidiaries. Investors Heritage Capital’s principal long-term obligations are payments on long-term debt.

 

Investors Heritage Life’s conservative approach in the product development area and the strength and stability of its fixed income and mortgage loan portfolios provide adequate liquidity both in the short-term and the long-term.

 

We renewed the Investors Heritage Capital Corporation Line of Credit and the At Need Funding Line of Credit during the first quarter of 2015. The Investors Heritage Capital Corporation Line of Credit remains for $150,000 with a new maturity date of March 24, 2017. Interest is paid on this note monthly at the prime rate, with a floor of 3.25%. The At Need Funding Line of Credit was increased to $1,500,000 with a new maturity date of March 24, 2017. Interest is paid on this note monthly at the prime rate, which is currently 3.25%.

 

We assess our compliance with prescribed debt covenant requirements as outlined in the terms of each debt agreement at least annually, if not otherwise required in the debt agreement. Management has assessed our position and as of September 30, 2015, we are in compliance with all debt covenant requirements.

  

 
33

 

 

We are not aware of any commitments or unusual events that could materially affect capital resources. We have the option to prepay certain notes payable at our discretion prior to their maturity dates.

 

We will continue to explore various opportunities including mergers and acquisitions and purchasing blocks of business from other companies, which may dictate a need for either long-term or short-term debt. There are no restrictions as to use of funds except the restriction on Investors Heritage Life as to the payment of cash dividends to Investors Heritage Capital.

 

RESULTS OF OPERATIONS

 

Overview

Premiums earned (net of reinsurance) were $12,124,607 for the third quarter of 2015 (a decrease of 2.1% compared to the third quarter of 2014) and $35,177,949 for the nine months ended September 30, 2015 (a decrease of 2.4% compared to the corresponding period in 2014). This decrease is primarily due to lower direct and assumed premiums relative to the Puritan product offerings in comparison to the corresponding periods in 2014.

  

Net investment income was $5,238,037 for the third quarter of 2015 (a decrease of 2.9% compared to the third quarter of 2014) and $15,800,897 for the nine months ended September 30, 2015 (an increase of 1.0% compared to the corresponding period in 2014). The decrease in the current quarter investment income is primarily due to income earned in the third quarter of 2014 on the call of one particular bond. The increase in net investment income for the nine month period is primarily driven by increased income generated by our investments in residential mortgage loans. Our mortgage loan portfolio provides greater investment yields than the current fixed maturity market. Low new fixed maturity investment yields continue to put downward pressure on our investment income. We continue to seek high quality investments while considering alternative investments that can be used to enhance future investment income.

 

Net realized gains were $600,980 and $804,736 for the quarter and nine months ended September 30, 2015, respectively, compared to $593,272 and $662,131 for the quarter and nine months ended September 30, 2014, respectively. The realized gains recognized in the third quarter of 2015 were principally attributable to common stock capital gains taken. We experienced no other-than-temporary impairments during the quarters or nine months ended September 30, 2015 or 2014.

 

Other income was $450,005 for the third quarter of 2015 (an increase of 37.4% compared to the third quarter of 2014) and $1,195,142 for the nine months ended September 30, 2015 (a decrease of 0.6% compared to the corresponding period in 2014). The increase in the current quarter is due primarily to increases in policy counts for our life insurance company clients as well as acquisition conversion work performed on behalf of a TPA client. The decrease for the nine month period is due to $141,907 of net life insurance proceeds received under a company-owned life insurance policy upon the death of a former board member during the second quarter of 2014.

 

Total benefits and expenses were $17,378,149 for the third quarter of 2015 (a decrease of 0.4% compared to the third quarter of 2014) and $52,434,124 for the nine months ended September 30, 2015 (an increase of 0.7% compared to the corresponding period in 2014). The increase for the nine month period is primarily driven by an increase in death benefits due to negative mortality experience in both our preneed and final expense segment as well as the traditional and ordinary segment, an increase in the net amortization of deferred acquisition costs in excess of new deferrals as compared to the prior period, and an increase in our actuarially determined net periodic pension expense.

 

After providing for federal income taxes, our net income was $1,091,053 with net income per share of $0.98 for the third quarter of 2015 as compared to net income of $861,389 with net income per share of $0.77 for the third quarter of 2014. Our net income was $722,893 with net income per share of $0.64 for the nine months ended September 30, 2015 compared to net income of $1,041,577 with net income per share of $0.92 for the nine months ended September 30, 2014.

  

 
34

 

 

We declared a dividend of $0.21 per share on February 12, 2015 to shareholders of record on March 20, 2015. This dividend was paid on April 7, 2015.

 

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 using this methodology.

 

Preneed & Burial Products

Preneed and burial products include both life and annuity products sold by funeral directors or affiliated agents to fund prearranged funerals. Revenues for this segment were $13,064,662 for the third quarter of 2015 (an increase of 2.6% compared to the third quarter of 2014) and $37,451,666 for the nine months ended September 30, 2015 (an increase of 3.1% compared to the corresponding period in 2014). These increases are predominantly due to stronger sales of our preneed products and increased realized gains in comparison to the prior period.

 

Pre-tax income (loss) from operations was $590,199 and ($309,668) for the quarter and nine months ended September 30, 2015, respectively, compared to pre-tax income of $487,638 and $128,924 for the quarter and nine months ended September 30, 2014, respectively. The increase in pre-tax income for the current quarter was due primarily to our increase in earned premiums and investment income in the current quarter. The decrease in pre-tax income for the nine month period was driven primarily by the previously mentioned increases in death benefits due to negative mortality experience during 2015 as well as by the increase in the net amortization of deferred acquisition costs in excess of new deferrals as compared to the prior period.

 

Traditional & Universal Life Products

Traditional and universal life products include traditional life and group life insurance products, certain annuities and universal life products. Revenues for this segment were $4,763,360 for the third quarter of 2015 (a decrease of 12.7% compared to the third quarter of 2014) and $13,859,163 for the nine months ended September 30, 2015 (a decrease of 10.9% compared to the corresponding period in 2014). These decreases were primarily due to the reduction in direct and assumed premiums generated from the Puritan product offerings in comparison to the prior period.

 

Pre-tax income from operations was $364,982 and $640,179 for the quarter and nine months ended September 30, 2015, respectively, compared to pre-tax income of $687,998 and $969,175 for the quarter and nine months ended September 30, 2014, respectively. These changes in pre-tax income were driven by the reduction in premiums from the Puritan product offerings as well as our negative mortality experience within this line during the current year.

 

Administrative & Financial Services

Administrative and financial services include the administration of credit life and credit accident and health insurance products. We reinsure 100% of the related underwriting risk on credit products currently produced within this segment. Accordingly, credit product revenue is generated primarily from initiation fees as well as fees for servicing and administering the credit business for our reinsurers. Because the credit product revenue is fee-based, performance is in direct relation to new premium production coupled with fees generated as premiums are earned. Premium production within this segment is also significantly affected by economic conditions within our credit markets, particularly Kentucky.

  

 
35

 

 

In addition to credit administration, this segment includes fees generated relative to our third party administrative relationships. We currently provide tailored administrative services for four unaffiliated life insurance companies. Services provided to each company vary based on their needs and can include some or all aspects of back-office accounting, actuarial services and policy administration. Two former life insurance holding company clients terminated their agreements effective October 1, 2015 in order to begin performing that work in-house.

 

Revenues for this segment were $397,378 for the third quarter of 2015 (an increase of 44.5% compared to the third quarter of 2014) and $1,037,432 for the nine months ended September 30, 2015 (an increase of 15.1% compared to the corresponding period in 2014). Pre-tax income from operations was $83,689 and $201,412 for the quarter and nine months ended September 30, 2015, respectively, compared to pre-tax income of $90,797 and $204,706 for the quarter and nine months ended September 30, 2014. The revenue increases are due to the fact that our life insurance company clients have experienced increased policy counts which have resulted in an increase in our monthly fees. Additionally, we performed additional conversion work during the current quarter as a result of an acquisition by one of our TPA clients. While revenue has increased, our pre-tax income has decreased slightly due to the fact that we are now allocating additional internal overhead expense to this line in comparison to the prior periods as a result of the time being spent on those clients.

 

Corporate & Other

Corporate and other consists of corporate accounts measured primarily by stockholders’ paid-in capital, contributed surplus, earned surplus, property and equipment, corporate-owned life insurance and other minor business lines which include group annuities and group and individual accident and health products. Revenues for this segment were $188,229 for the third quarter of 2015 (a decrease of 19.9% compared to the third quarter of 2014) and $630,463 for the nine months ended September 30, 2015 (a decrease of 18.7% compared to the corresponding period in 2014). Pre-tax income (loss) from operations was ($3,390) and $12,677 for the quarter and nine months ended September 30, 2015, respectively, compared to pre-tax income (loss) from operations of ($3,701) and $185,162 for the quarter and nine months ended September 30, 2014. Results for the quarter and nine months ended September 30, 2015 included a mark-to market adjustment on our investments in convertible options that reduced investment income by $41,082. Additionally, results for the nine months ended September 30, 2014 included $141,907 of net life insurance proceeds received under a company-owned life insurance policy upon the death of a former board member.

 

While we continue to expand the operations of Investors Heritage Financial, Investors Heritage Printing, At Need Funding and Heritage Funding, less than 1% of our consolidated revenues were generated by those subsidiaries. During the nine months ended September 30, 2015, Investors Heritage Capital received dividends of $105,000 and $35,000 from Investors Heritage Financial and Investors Heritage Printing, respectively. Investors Heritage Capital received no dividends from Investors Heritage Life or distributions from At Need Funding. The potential exists for dividend payments and distributions over the remainder of 2015 as any needs arise.

 

Federal Income Taxes 

The provision (benefit) for federal income taxes is based on our expected effective annual tax rate. Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Income before federal income taxes differs from taxable income principally due to the dividends-received deduction; the 404(k) dividend deduction; the small life insurance company tax deduction; nondeductible travel and entertainment expenses; and non-taxable effects of company-owned life insurance premiums, cash value growth and death benefit proceeds. Our effective tax rate was (5.4%) and (32.7%) for the quarter and nine months ended September 30, 2015, respectively, compared to 31.8% and 30.0% for the quarter and nine months ended September 30, 2014, respectively. These reductions in our effective tax rates are due principally to the current year impact of the small life deduction and our non-taxable company-owned life insurance cash value growth in comparison to our total current year taxable income.

  

 
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OFF-BALANCE SHEET ARRANGEMENTS

 

We have no off-balance sheet arrangements as of September 30, 2015.

 

FORWARD LOOKING INFORMATION 

 

We caution readers regarding certain forward-looking statements contained in this report and in any other statements made by us or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Statements using verbs such as “expect”, “anticipate”, “believe” or words of similar import generally involve forward-looking statements. Without limiting the foregoing, forward-looking statements include statements which represent our beliefs concerning future levels of sales and redemptions of Investors Heritage Life’s products, investment spreads and yields, or our earnings and profitability.

 

Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which are subject to change. These uncertainties and contingencies could cause actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable factors and developments. Some of these may be national in scope, such as general economic conditions, changes in tax law and changes in interest rates. Some may be related to the insurance industry generally, such as pricing competition, regulatory developments, industry consolidation and the effects of competition in the insurance business from other insurance companies and other financial institutions operating in our market area and elsewhere. Others may relate to us specifically, such as credit, volatility and other risks associated with our investment portfolio. We caution that such factors are not exclusive. We disclaim any obligation to update forward-looking information. 

 

ITEM 4. Controls and Procedures

 

As of the end of the period covered by this Form 10-Q, we performed an evaluation, under the supervision and with the participation of management, including our Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in this Quarterly Report on Form 10-Q. There have been no changes in our internal control over financial reporting identified by that evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during this most recent quarter or subsequent to the date we carried out our evaluation.

  

 
37

 

 

 

PART II – OTHER INFORMATION

 

ITEM 1. Legal Proceedings

 

Investors Heritage Capital is not involved in any legal proceedings. From time to time Investors Heritage Life is involved in litigation relating to claims arising out of its operations in the normal course of business. As of November 13, 2015, Investors Heritage Life is not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our financial condition or results of operations. 

 

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

 

(a)

There were no sales of unregistered securities during the period covered by this report.

 

(b)

Not applicable.

 

(c)

The following table provides information about issuer repurchases of securities for the period covered by this report:

  

                   

Total Number of

   

Maximum Number

 
   

Total

   

Average

   

Shares Purchased as

   

of Shares That May

 
   

Number

   

Price

   

Part of Publicly

   

Yet Be Purchased

 
   

of Shares

   

Paid Per

   

Announced Plans

   

Under the Plans

 

Period

 

Purchased

   

Share

   

or Programs

   

or Programs

 

July 1, 2015 - July 31, 2015

    -     $ -       -       -  
                                 

August 1, 2015 - August 31, 2015

    -       -       -       -  
                                 

September 1, 2015 - September 30, 2015

    -       -       -       -  

 

ITEM 3. Defaults Upon Senior Securities

 

None 

 

ITEM 4. Mine Safety Disclosures

 

None 

 

ITEM 5. Other Information

 

None 

 

 

 
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ITEM 6. Exhibits

 

31.1 & 31.2  

Certifications pursuant to Securities and Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.

 

32.1 

Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS**

XBRL Instance

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 or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

 
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SIGNATURES

 

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. 

 

 

 

INVESTORS HERITAGE CAPITAL CORPORATION

 

 

 

BY: /s/Harry Lee Waterfield II

 

Harry Lee Waterfield II

DATE: November 13, 2015

President

 

 

 

BY: /s/Larry Johnson

 

Larry Johnson

DATE: November 13, 2015

Vice President - Chief Financial Officer

 

 

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