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EX-32.1 - EXHIBIT 32.1 - Investors Heritage Capital Corpex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Investors Heritage Capital Corpex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Investors Heritage Capital Corpex31-1.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 June 30, 2017


 

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer     ☐  

 Accelerated filer   ☐

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

 Smaller reporting company  

 

 Emerging growth company   ☐

 

 
1

 

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

Yes ☐   No ☒

 

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 August 14, 2017 - 1,109,666.345

 

 
2

 

 

CONTENTS

 

 

 

PART I – FINANCIAL INFORMATION

 
   

Page

ITEM 1.

Condensed Consolidated Financial Statements

4

ITEM 2.

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

28

ITEM 4.

Controls and Procedures

39

     
     
     
 

PART II – OTHER INFORMATION

 
     

ITEM 1.

Legal Proceedings

40

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

40

ITEM 3.

Defaults Upon Senior Securities

40

ITEM 4.

Mine Safety Disclosures

40

ITEM 5.

Other Information

40

ITEM 6.

Exhibits

41

     
     

SIGNATURES

41

   

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)

         
   

June 30,

   

December 31,

 
   

2017

   

2016

 
ASSETS                

Investments:

               

Securities available-for-sale, at fair value:

               

Fixed maturities (amortized cost: $353,845,766 and $350,196,848)

  $ 372,750,699     $ 365,949,349  

Equity securities (cost: $8,302,681 and $8,080,073)

    10,131,619       9,154,718  

Mortgage loans on real estate

    37,949,507       41,302,392  

Policy loans

    6,273,726       6,336,277  

State-guaranteed receivables

    11,321,341       11,584,681  

Investments in convertible options

    1,173,038       983,950  

Other invested assets

    904,048       1,951,830  

Total investments

    440,503,978       437,263,197  

Cash and cash equivalents

    5,040,620       3,297,917  

Accrued investment income

    4,303,756       4,433,680  

Due premiums

    2,725,594       2,768,774  

Deferred acquisition costs

    15,296,257       15,712,181  

Value of business acquired

    124,876       155,264  

Leased property under capital leases

    69,360       75,841  

Property and equipment, net

    911,152       915,494  

Cash value of company-owned life insurance

    14,012,462       13,855,560  

Other assets

    2,236,712       2,435,867  

Amounts recoverable from reinsurers

    95,275,309       98,444,173  

Total assets

  $ 580,500,076     $ 579,357,948  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

LIABILITIES

               

Policy liabilities:

               

Benefit reserves

  $ 489,266,777     $ 492,963,963  

Unearned premium reserves

    8,205,781       8,100,042  

Policy claims

    2,228,704       2,637,220  

Liability for deposit-type contracts

    3,317,369       3,351,107  

Reserves for dividends and endowments and other

    375,582       384,401  

Total policy liabilities

    503,394,213       507,436,733  

Deferred federal income tax liability

    4,561,997       3,256,943  

Obligations under capital leases

    64,199       72,209  

Notes payable

    108,530       971,851  

Accrued pension liability

    5,806,907       6,021,264  

Deferred revenue on reinsurance ceded

    1,353,281       1,431,647  

Other liabilities

    6,654,419       3,982,356  

Total liabilities

    521,943,546       523,173,003  
                 

STOCKHOLDERS' EQUITY

               

Common stock (shares issued: 1,109,666 and 1,106,351)

    1,109,666       1,106,351  

Paid-in surplus

    8,913,360       8,913,360  

Accumulated other comprehensive income

    8,235,832       5,493,892  

Retained earnings

    40,297,672       40,671,342  

Total stockholders' equity

    58,556,530       56,184,945  

Total liabilities and stockholders' equity

  $ 580,500,076     $ 579,357,948  

 

See notes to condensed consolidated financial statements.

 

 
4

 

 

INVESTORS HERITAGE CAPITAL CORPORATION

Condensed Consolidated Income Statements (Unaudited)

 

   

Quarter Ended June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 

REVENUE

                               

Premiums and other considerations

  $ 12,618,247     $ 13,046,158     $ 25,679,531     $ 25,708,947  

Premiums ceded

    (2,248,364 )     (2,363,041 )     (4,782,940 )     (5,259,650 )

Net premiums

    10,369,883       10,683,117       20,896,591       20,449,297  
                                 

Investment income, net of expenses

    4,903,498       5,544,138       9,986,196       10,999,805  

Net realized gains on investments

    142,558       247,577       248,688       574,289  

Other income

    584,325       379,312       1,125,134       732,909  

Total revenue

    16,000,264       16,854,144       32,256,609       32,756,300  
                                 

BENEFITS AND EXPENSES

                               

Death and other benefits

    11,453,092       10,583,399       24,589,247       21,961,112  

Guaranteed annual endowments

    109,192       113,947       205,208       213,088  

Dividends to policyholders

    84,455       77,640       157,425       157,189  

Increase (decrease) in benefit reserves and unearned premiums

    377,314       1,691,160       (189,936 )     1,897,460  

Acquisition costs deferred

    (1,177,039 )     (1,241,476 )     (2,295,049 )     (2,364,559 )

Amortization of deferred acquisition costs

    1,369,252       1,497,003       2,620,296       2,912,080  

Commissions

    832,723       836,355       1,635,073       1,527,471  

Other general and administrative expenses

    3,012,595       2,907,137       5,655,790       5,748,479  

Total benefits and expenses

    16,061,584       16,465,165       32,378,054       32,052,320  
                                 

INCOME (LOSS) BEFORE FEDERAL INCOME TAXES

    (61,320 )     388,979       (121,445 )     703,980  
                                 

PROVISION (BENEFIT) FOR FEDERAL INCOME TAXES

                               

Current

    24,088       86,360       77,098       196,619  

Deferred

    (39,418 )     10,885       (107,459 )     (20,624 )

Total federal income taxes

    (15,330 )     97,245       (30,361 )     175,995  
                                 

NET INCOME (LOSS)

  $ (45,990 )   $ 291,734     $ (91,084 )   $ 527,985  
                                 

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

  $ (0.04 )   $ 0.26     $ (0.08 )   $ 0.47  
                                 

DIVIDENDS PER SHARE

  $ -     $ -     $ 0.25     $ 0.21  

 

See notes to condensed consolidated financial statements.

 

 
5

 

 

INVESTORS HERITAGE CAPITAL CORPORATION

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

 

   

Quarter Ended June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 
                                 

NET INCOME (LOSS)

  $ (45,990 )   $ 291,734     $ (91,084 )   $ 527,985  
                                 

OTHER COMPREHENSIVE INCOME:

                               

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

                               

Unrealized holding gains arising during period

    2,488,771       9,796,312       4,028,596       20,257,718  

Reclassification adjustment for gains included in income

    (63,394 )     (238,345 )     (121,871 )     (565,057 )

Adjustment for effects of deferred acquisition costs

    (54,245 )     (240,771 )     (90,677 )     (498,958 )

Net unrealized gains on investments

    2,371,132       9,317,196       3,816,048       19,193,703  

Change in defined benefit pension plan:

                               

Amortization of actuarial net loss in net periodic pension cost

    169,203       184,294       338,405       368,587  
                                 

Other comprehensive income before income taxes

    2,540,335       9,501,490       4,154,453       19,562,290  
                                 

Income tax expense

    863,713       3,230,507       1,412,513       6,651,178  
                                 

OTHER COMPREHENSIVE INCOME, NET OF TAXES

    1,676,622       6,270,983       2,741,940       12,911,112  
                                 

COMPREHENSIVE INCOME

  $ 1,630,632     $ 6,562,717     $ 2,650,856     $ 13,439,097  

 

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, 2016

  $ 1,117,647     $ 8,913,360     $ 757,161     $ 38,462,834     $ 49,251,002  
                                         

Net income

    -       -       -       527,985       527,985  

Other comprehensive income, net

    -       -       12,911,112       -       12,911,112  

Cash dividends

    -       -       -       (234,706 )     (234,706 )

Repurchases of common stock, net

    (10,926 )     -       -       (210,872 )     (221,798 )

BALANCE, JUNE 30, 2016

  $ 1,106,721     $ 8,913,360     $ 13,668,273     $ 38,545,241     $ 62,233,595  
                                         

BALANCE, JANUARY 1, 2017

  $ 1,106,351     $ 8,913,360     $ 5,493,892     $ 40,671,342     $ 56,184,945  
                                         

Net loss

    -       -       -       (91,084 )     (91,084 )

Other comprehensive income, net

    -       -       2,741,940       -       2,741,940  

Cash dividends

    -       -       -       (279,271 )     (279,271 )

Issuances of common stock, net

    3,315       -       -       (3,315 )     -  

BALANCE, JUNE 30, 2017

  $ 1,109,666     $ 8,913,360     $ 8,235,832     $ 40,297,672     $ 58,556,530  

 

See notes to condensed consolidated financial statements.

 

 
7

 

 

INVESTORS HERITAGE CAPITAL CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

   

Six Months Ended June 30,

 
   

2017

   

2016

 
                 
                 

NET CASH PROVIDED BY OPERATING ACTIVITIES

  $ 221,631     $ 3,122,011  
                 

INVESTING ACTIVITIES

               

Purchases of available-for-sale securities

    (21,838,013 )     (14,300,913 )

Sales of available-for-sale securities

    4,223,227       12,897,692  

Maturities of available-for-sale securities

    13,907,686       14,501,960  

Acquisitions of mortgage loans on real estate

    (4,059,380 )     (13,879,587 )

Payments of mortgage loans on real estate

    7,312,192       3,771,151  

Purchases of state-guaranteed receivables

    -       (2,370,769 )

Payments of state-guaranteed receivables

    650,770       499,270  

Purchases of convertible options

    (215,112 )     (62,185 )

Sales and exchanges of convertible options

    246,265       10,536  

Net change in payable (receivable) for securities

    1,496,625       110,109  

Net reductions of other investments

    1,110,333       366,407  

Net additions to property and equipment

    (72,192 )     (32,327 )
                 

NET CASH PROVIDED BY INVESTING ACTIVITIES

    2,762,401       1,511,344  

FINANCING ACTIVITIES

               

Policyholder account deposits

    1,139,617       2,390,095  

Policyholder account withdrawals

    (1,238,354 )     (3,977,793 )

Payments on notes payable

    (2,160,748 )     (1,210,748 )

Proceeds from notes payable

    1,297,427       1,203,662  

Dividends paid

    (279,271 )     (234,706 )

Repurchases of common stock, net

    -       (221,798 )
                 

NET CASH USED IN FINANCING ACTIVITIES

    (1,241,329 )     (2,051,288 )

INCREASE IN CASH AND CASH EQUIVALENTS

    1,742,703       2,582,067  

Cash and cash equivalents at beginning of period

    3,297,917       3,619,663  

CASH AND CASH EQUIVALENTS AT END OF PERIOD

  $ 5,040,620     $ 6,201,730  

 

See notes to condensed consolidated financial statements.

 

 
8

 

  

INVESTORS HERITAGE CAPITAL CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(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. Investors Heritage Life is currently licensed in 37 states. The principal markets for the Company’s products are in Kentucky, North Carolina, Tennessee, Georgia, Ohio, Virginia, Indiana, Michigan, Texas, South Carolina, Pennsylvania and Illinois.

 

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 six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2016, 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.

 

Certain reclassifications have been made to the prior period financial statements and footnotes shown herein to conform to current period presentation. These reclassifications had no effect on previously reported net income or stockholders’ equity.

 

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

 

NOTE 3 – New Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board (“the FASB”) issued new guidance shortening the amortization period for the premium component of callable debt securities purchased at a premium. The guidance requires the premium to be amortized to the earliest call date. This change does not apply to securities held at a discount. The guidance will be effective for us on January 1, 2019, with early adoption permitted. We are in process of evaluating the impact the guidance may have on the Company’s consolidated financial statements.

  

 
9

 

 

In March 2017, the FASB issued updated guidance to improve the presentation of net periodic pension cost and net periodic postretirement cost. This guidance requires that an employer disaggregate the service cost component from the other components of net benefit cost. This guidance also provides explicit guidance on the presentation of the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. The guidance will be effective for us on January 1, 2018, with early adoption permitted. We are in process of evaluating the impact the guidance will have on the Company’s 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. Refer to the footnotes to the consolidated financial statements for the year ended December 31, 2016, as included in our Annual Report on Form 10-K, for previously issued standards that have not yet been adopted that are considered applicable to the Company’s current operations.

  

 
10

 

  

NOTE 4 – Investments

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

 

           

Gross

   

Gross

         

June 30, 2017

 

Amortized

    Unrealized     Unrealized    

Fair

 
   

Cost

    Gains     Losses    

Value

 

Available-for-sale securities:

                               

Fixed maturities:

                               

U.S. government obligations

  $ 21,558,141     $ 361,977     $ -     $ 21,920,118  

States and political subdivisions

    30,681,035       4,601,535       1,260       35,281,310  

Corporate

    206,179,405       10,399,724       443,378       216,135,751  

Foreign

    57,176,570       2,594,219       14,080       59,756,709  

Mortgage-backed securities (MBS):

                               

Commercial MBS

    8,026,403       232,913       -       8,259,316  

Residential MBS

    29,755,914       1,288,291       51,399       30,992,806  

Corporate redeemable preferred stock

    468,298       45,093       108,702       404,689  

Total fixed maturity securities

    353,845,766       19,523,752       618,819       372,750,699  

Equity securities:

                               

U.S. agencies

    707,900       -       -       707,900  

Mutual funds

    318,284       55,307       -       373,591  

Corporate common stock

    6,888,021       2,076,939       354,054       8,610,906  

Corporate nonredeemable preferred stock

    388,476       50,746       -       439,222  

Total equity securities

    8,302,681       2,182,992       354,054       10,131,619  

Total

  $ 362,148,447     $ 21,706,744     $ 972,873     $ 382,882,318  

 

           

Gross

   

Gross

         

December 31, 2016

 

Amortized

    Unrealized     Unrealized    

Fair

 
   

Cost

    Gains     Losses    

Value

 

Available-for-sale securities:

                               

Fixed maturities:

                               

U.S. government obligations

  $ 21,882,312     $ 360,723     $ 9,416     $ 22,233,619  

States and political subdivisions

    35,403,214       4,153,294       31,260       39,525,248  

Corporate

    202,578,595       9,355,481       953,527       210,980,549  

Foreign

    51,081,850       1,731,092       283,363       52,529,579  

Mortgage-backed securities (MBS):

                               

Commercial MBS

    6,717,214       198,857       -       6,916,071  

Residential MBS

    32,065,365       1,314,373       72,741       33,306,997  

Corporate redeemable preferred stock

    468,298       14,140       25,152       457,286  

Total fixed maturity securities

    350,196,848       17,127,960       1,375,459       365,949,349  

Equity securities:

                               

U.S. agencies

    707,900       -       -       707,900  

Mutual funds

    318,284       28,840       -       347,124  

Corporate common stock

    6,665,413       1,370,651       335,020       7,701,044  

Corporate nonredeemable preferred stock

    388,476       10,174       -       398,650  

Total equity securities

    8,080,073       1,409,665       335,020       9,154,718  

Total

  $ 358,276,921     $ 18,537,625     $ 1,710,479     $ 375,104,067  

  

 
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.

 

 

   

June 30, 2017

   

December 31, 2016

 
           

Gross

   

Number

           

Gross

   

Number

 
   

Estimated

   

Unrealized

   

of

   

Estimated

   

Unrealized

   

of

 
   

Fair Value

   

Loss

   

Securities

   

Fair Value

   

Loss

   

Securities

 

Fixed maturities:

                                               

Less than 12 months:

                                               

U.S. government obligations

  $ -     $ -       -     $ 7,892,992     $ 9,416       2  

States and political subdivisions

    998,740       1,260       1       968,740       31,260       1  

Corporate

    21,711,535       389,270       19       30,370,227       753,570       27  

Foreign

    1,732,705       14,080       7       10,215,322       283,355       11  

Residential MBS

    2,854,766       51,399       3       3,003,214       72,741       2  

Corporate redeemable preferred stock

    -       -       -       17,488       493       1  

Greater than 12 months:

                                               

Corporate

    3,117,917       54,108       2       2,997,784       199,957       2  

Foreign

    -       -       -       197,700       8       1  

Corporate redeemable preferred stock

    139,360       108,702       1       205,423       24,659       1  

Total fixed maturities

    30,555,023       618,819       33       55,868,890       1,375,459       48  
                                                 

Equity securities:

                                               

Less than 12 months:

                                               

Corporate common stock

    1,080,723       316,986       6       1,004,821       136,117       6  

Greater than 12 months:

                                               

Corporate common stock

    91,929       37,068       2       873,083       198,903       7  

Total equities

    1,172,652       354,054       8       1,877,904       335,020       13  
                                                 

Total

  $ 31,727,675     $ 972,873       41     $ 57,746,794     $ 1,710,479       61  

 

At June 30, 2017, 99.9% of the fixed maturity portfolio had a fair value to amortized cost ratio of greater than 80%, and 95.6% of the equity securities portfolio had a fair value to cost ratio of greater than 80%. At December 31, 2016, 100% of the fixed maturity portfolio had a fair value to amortized cost ratio of greater than 80%, and 94.3% of the equity securities portfolio had a fair value to cost ratio of greater than 80%.

 

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 six months ended June 30, 2017 or 2016.

  

 
12

 

 

Management believes that the Company will fully recover its cost basis in the securities held at June 30, 2017, 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 and economic 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 had been realized.

 

   

June 30,

   

December 31,

 
   

2017

   

2016

 

Net unrealized appreciation on available-for sale securities

  $ 20,733,871     $ 16,827,146  

Adjustment to deferred acquisition costs

    (551,761 )     (461,084 )

Deferred income taxes

    (6,861,917 )     (5,564,461 )

Net unrealized appreciation on available-for sale securities

  $ 13,320,193     $ 10,801,601  

 

The amortized cost and fair value of fixed maturity securities at June 30, 2017, 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

  $ 16,188,758     $ 16,461,904  

Due after one year through five years

    97,533,272       103,102,277  

Due after five years through ten years

    139,013,823       144,517,792  

Due after ten years

    43,628,991       49,562,672  

Due at multiple maturity dates

    57,012,624       58,701,365  

Corporate redeemable preferred stock

    468,298       404,689  

Total

  $ 353,845,766     $ 372,750,699  

 

 

Proceeds 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 June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 

Proceeds from sales and maturities

  $ 6,368,857     $ 11,342,518     $ 18,130,913     $ 27,399,652  

Gross realized gains

    63,394       239,937       130,185       572,834  

Gross realized losses

    -       (1,592 )     (8,314 )     (7,777 )

  

 
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.

 

   

Quarter Ended June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 

Change in net unrealized investment gains:

                               

Securities available-for-sale:

                               

Fixed maturities

  $ 2,207,921     $ 8,989,796     $ 3,152,432     $ 18,789,417  

Equity securities

    217,456       568,171       754,293       903,244  

Net realized investment gains:

                               

Securities available-for-sale:

                               

Fixed maturities

  $ 63,394     $ 238,345     $ 108,840     $ 565,057  

Equity securities

    -       -       13,031       -  

Investments in convertible options

    79,164       9,232       126,817       9,232  

 

 

The Company is required to hold assets on deposit for the benefit of policyholders in accordance with statutory rules and regulations. At June 30, 2017 and December 31, 2016, these required deposits had a total fair value of $16,563,533 and $22,724,783, respectively.

 

The Company also engages in commercial and residential mortgage lending. As of June 30, 2017, investments in commercial and residential properties comprised 27.3% and 72.7%, respectively, of the Company’s mortgage portfolio. At December 31, 2016, investments in commercial and residential properties comprised 26.2% and 73.8%, 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 single family 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 utilize third party servicers to administer these loans.

 

As of June 30, 2017 and December 31, 2016, there were no non-performing loans, loans on nonaccrual status, loans in process of foreclosure, or restructured loans. As of June 30, 2017, the Company held two mortgage loans totaling $262,590 that were past due by more than 90 days. The Company expects to collect all principal and interest on these loans. The Company had no mortgage loans past due by more than 90 days as of December 31, 2016. The Company experienced no mortgage loan defaults during the quarters or six months ended June 30, 2017 and 2016.

  

 
14

 

  

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

 

   

June 30,

   

December 31,

 
   

2017

   

2016

 

Ohio

  $ 5,998,078     $ 3,083,440  

Florida

    4,588,388       5,253,110  

Texas

    4,278,144       5,191,186  

Illinois

    4,072,667       4,787,454  

California

    3,418,309       3,591,584  

Missouri

    3,196,947       3,107,289  

Georgia

    3,193,145       3,487,991  

Kentucky

    2,279,001       2,402,800  

New Jersey

    966,203       1,196,156  

Arizona

    923,834       1,490,538  

North Carolina

    752,071       757,004  

Virginia

    667,776       800,635  

Tennessee

    658,204       1,048,452  

Indiana

    647,712       893,431  

Nevada

    476,033       479,182  

Pennsylvania

    469,488       479,720  

Colorado

    448,518       1,190,873  

West Virginia

    204,750       225,578  

Utah

    158,596       343,533  

Massachusetts

    157,746       169,681  

Idaho

    134,199       142,745  

Kansas

    133,863       134,396  

Michigan

    125,835       126,750  

Oregon

    -       487,824  

Washington

    -       231,939  

South Carolina

    -       199,101  

Total

  $ 37,949,507     $ 41,302,392  

 

 

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 June 30, 2017, 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

  $ 1,015,530     $ 1,031,150  

Due after one year through five years

    4,152,053       4,545,358  

Due after five years through ten years

    4,267,145       5,201,668  

Due after ten years

    1,886,613       3,040,136  

Total

  $ 11,321,341     $ 13,818,312  

 

 
15

 

  

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

 

   

June 30,

   

December 31,

 
   

2017

   

2016

 

New York

  $ 3,297,700     $ 3,446,349  

Massachusetts

    3,154,912       3,126,011  

Georgia

    2,011,616       2,012,845  

Ohio

    1,027,797       1,177,425  

Washington

    672,322       653,235  

Indiana

    428,422       417,811  

Pennsylvania

    311,030       318,019  

Texas

    270,748       261,396  

California

    146,794       171,590  

Total

  $ 11,321,341     $ 11,584,681  

 

The Company holds certain investments in convertible fixed maturity and equity securities. Convertible securities feature an option allowing for a portion of the security to be converted into a common equity position of the underlying issuer in exchange for a lower coupon or preferred dividend 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 June 30, 2017 and December 31, 2016, the total fair value of our investments in convertible options was $1,173,038 and $983,950, respectively. For the quarter and six months ended June 30, 2017, we recognized a gain (loss) on our investments in convertible options of ($92,748) and $93,422, respectively, relative to the mark-to-market adjustment. For the quarter and six months ended June 30, 2016, we recognized a gain (loss) on our investments in convertible options of $38,044 and ($143,376), respectively, relative to the mark-to-market adjustment.

 

Major categories of net investment income are summarized as follows: 

  

   

Quarter Ended June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 

Fixed maturities

  $ 4,190,771     $ 4,614,528     $ 8,223,034     $ 9,540,889  

Equity securities

    97,542       64,361       192,111       131,650  

Mortgage loans on real estate

    630,938       733,462       1,265,143       1,323,374  

Policy loans

    116,743       122,145       230,686       243,455  

State-guaranteed receivables

    190,949       170,981       387,430       307,523  

Gain (loss) on investments in convertible options

    (92,748 )     38,044       93,422       (143,376 )

Other

    33,517       58,629       120,385       112,314  

Gross investment income

    5,167,712       5,802,150       10,512,211       11,515,829  

Investment expenses

    264,214       258,012       526,015       516,024  

Net investment income

  $ 4,903,498     $ 5,544,138     $ 9,986,196     $ 10,999,805  

 

 

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.

  

 
17

 

  

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 and preferred stocks, 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 obtained from a nationally recognized, third-party pricing service.

 

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.

  

 
18

 

  

The following table presents the Company’s fair value hierarchy for those financial instruments measured and reported at fair value on a recurring basis.

  

   

June 30, 2017

 
   

Level 1

   

Level 2

   

Level 3

   

Total

 

Fixed maturities:

                               

U.S. government obligations

  $ -     $ 21,920,118     $ -     $ 21,920,118  

States and political subdivisions

    -       35,281,310       -       35,281,310  

Corporate

    -       216,135,751       -       216,135,751  

Foreign

    -       59,756,709       -       59,756,709  

Mortgage-backed securities:

                               

Commercial MBS

    -       8,259,316       -       8,259,316  

Residential MBS

    -       30,992,806       -       30,992,806  

Corporate redeemable preferred stock

    -       404,689       -       404,689  

Total fixed maturities

  $ -     $ 372,750,699     $ -     $ 372,750,699  
                                 

Equity securities:

                               

U.S. agencies

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

Mutual funds

    373,591       -       -       373,591  

Corporate common stock

    8,146,906       -       464,000       8,610,906  

Corporate nonredeemable preferred stock

    -       439,222       -       439,222  

Total equity securities

  $ 9,228,397     $ 439,222     $ 464,000     $ 10,131,619  
                                 

Investments in convertible options

  $ -     $ 1,173,038     $ -     $ 1,173,038  

 

   

December 31, 2016

 
   

Level 1

   

Level 2

   

Level 3

   

Total

 

Fixed maturities:

                               

U.S. government obligations

  $ -     $ 22,233,619     $ -     $ 22,233,619  

States and political subdivisions

    -       39,525,248       -       39,525,248  

Corporate

    -       210,980,549       -       210,980,549  

Foreign

    -       52,529,579       -       52,529,579  

Mortgage-backed securities:

                               

Commercial MBS

    -       6,916,071       -       6,916,071  

Residential MBS

    -       33,306,997       -       33,306,997  

Corporate redeemable preferred stock

    -       457,286       -       457,286  

Total fixed maturities

  $ -     $ 365,949,349     $ -     $ 365,949,349  
                                 

Equity securities:

                               

U.S. agencies

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

Mutual funds

    347,124       -       -       347,124  

Corporate common stock

    7,253,044       -       448,000       7,701,044  

Corporate nonredeemable preferred stock

    -       398,650       -       398,650  

Total equity securities

  $ 8,308,068     $ 398,650     $ 448,000     $ 9,154,718  
                                 

Investments in convertible options

  $ -     $ 983,950     $ -     $ 983,950  

 

 
19

 

  

The following table provides a summary of changes in fair value of our Level 3 financial instruments reported at fair value.

 

 

   

Quarter Ended June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 

Corporate common stock:

                               

Beginning balance

  $ 464,000     $ 448,000     $ 448,000     $ 352,000  

Transfers into Level 3

    -       -       -       -  

Transfers out of Level 3

    -       -       -       -  

Purchases

    -       -       -       -  

Sales

    -       -       -       -  

Total gains or losses:

                               

Included in earnings

    -       -       -       -  

Included in other comprehensive income

    -       -       16,000       96,000  

Ending balance

  $ 464,000     $ 448,000     $ 464,000     $ 448,000  

 

The Company experienced no transfers between Level 1 and Level 2 during the quarters or six months ended June 30, 2017 or 2016. The Company experienced no transfers between Level 2 and Level 3 during the quarters or six months ended June 30, 2017 or 2016. 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 on Level 3 investments are recorded as a component of accumulated other comprehensive income, net of tax, in accordance with required accounting for our available-for-sale portfolio.

  

 
20

 

  

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 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.

  

   

June 30, 2017

 
   

Carrying

   

Fair

                         
   

Amount

   

Value

   

Level 1

   

Level 2

   

Level 3

 

Assets:

                                       

Mortgage loans on real estate:

                                       

Commercial

  $ 10,376,540     $ 10,507,082     $ -     $ -     $ 10,507,082  

Residential

    27,572,967       30,612,173       -       -       30,612,173  

Policy loans

    6,273,726       6,273,726       -       -       6,273,726  

State-guaranteed receivables

    11,321,341       13,818,312       -       13,818,312       -  

Other invested assets

    904,048       904,048       -       -       904,048  

Cash and cash equivalents

    5,040,620       5,040,620       5,040,620       -       -  

Accrued investment income

    4,303,756       4,303,756       -       -       4,303,756  

Cash value of company-owned life insurance

    14,012,462       14,012,462       -       -       14,012,462  
                                         

Liabilities:

                                       

Policyholder deposits (Investment-type contracts)

    50,549,187       49,955,179       -       -       49,955,179  

Policy claims

    2,228,704       2,228,704       -       -       2,228,704  

Obligations under capital leases

    64,199       64,199       -       -       64,199  

Notes payable

    108,530       108,530       -       -       108,530  

 

   

December 31, 2016

 
   

Carrying

   

Fair

                         
   

Amount

   

Value

   

Level 1

   

Level 2

   

Level 3

 

Assets:

                                       

Mortgage loans on real estate:

                                       

Commercial

  $ 10,819,996     $ 11,084,097     $ -     $ -     $ 11,084,097  

Residential

    30,482,396       33,992,592       -       -       33,992,592  

Policy loans

    6,336,277       6,336,277       -       -       6,336,277  

State-guaranteed receivables

    11,584,681       13,938,824       -       13,938,824       -  

Other invested assets

    1,951,830       1,951,830       -       -       1,951,830  

Cash and cash equivalents

    3,297,917       3,297,917       3,297,917       -       -  

Accrued investment income

    4,433,680       4,433,680       -       -       4,433,680  

Cash value of company-owned life insurance

    13,855,560       13,855,560       -       -       13,855,560  
                                         

Liabilities:

                                       

Policyholder deposits (Investment-type contracts)

    51,870,288       51,304,889       -       -       51,304,889  

Policy claims

    2,637,220       2,637,220       -       -       2,637,220  

Obligations under capital leases

    72,209       72,209       -       -       72,209  

Notes payable

    971,851       971,851       -       -       971,851  

 

 
21

 

 

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 acquired 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 June 30, 2017 and 2016 were 1,107,517 and 1,115,726, respectively. The weighted average number of shares outstanding for the six months ended June 30, 2017 and 2016 were 1,106,919 and 1,116,687, respectively.

  

 
22

 

  

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 and income 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 and income 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 June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 
                                 

Revenue:

                               

Preneed and burial products

  $ 13,276,860     $ 13,098,661     $ 26,277,403     $ 25,855,841  

Traditional and universal life products

    2,158,974       3,164,177       4,620,487       5,960,570  

Administrative and financial services

    465,216       353,115       876,975       680,322  

Corporate and other

    99,214       238,191       481,744       259,567  

Total revenue

  $ 16,000,264     $ 16,854,144     $ 32,256,609     $ 32,756,300  
                                 

Pre-tax income (loss) from operations:

                               

Preneed and burial products

  $ 234,300     $ 116,617     $ (421,368 )   $ 337,464  

Traditional and universal life products

    30,947       168,796       297,885       379,967  

Administrative and financial services

    113,121       62,719       218,890       125,156  

Corporate and other

    (439,688 )     40,847       (216,852 )     (138,607 )

Total pre-tax income (loss)

  $ (61,320 )   $ 388,979     $ (121,445 )   $ 703,980  

 

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; amortization of deferred revenue on reinsurance ceded which was previously taxed at inception of the reinsurance agreement; 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 2013 through 2016 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 consolidated financial statements.

  

 
23

 

  

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.

 

   

Quarter Ended June 30, 2017

 
           

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

  $ 2,488,771     $ 846,182     $ 1,642,589  

Reclassification adjustment for gains included in income

    (63,394 )     (21,554 )     (41,840 )

Adjustment for effect of deferred acquisition costs

    (54,245 )     (18,443 )     (35,802 )

Net unrealized gains on investments

    2,371,132       806,185       1,564,947  

Change in defined benefit pension plan:

                       

Amortization of actuarial net loss in net periodic pension cost

    169,203       57,528       111,675  
                         

Total other comprehensive income

  $ 2,540,335     $ 863,713     $ 1,676,622  

 

   

Quarter Ended June 30, 2016

 
           

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

  $ 9,796,312     $ 3,330,746     $ 6,465,566  

Reclassification adjustment for gains included in income

    (238,345 )     (81,037 )     (157,308 )

Adjustment for effect of deferred acquisition costs

    (240,771 )     (81,862 )     (158,909 )

Net unrealized gains on investments

    9,317,196       3,167,847       6,149,349  

Change in defined benefit pension plan:

                       

Amortization of actuarial net loss in net periodic pension cost

    184,294       62,660       121,634  
                         

Total other comprehensive income

  $ 9,501,490     $ 3,230,507     $ 6,270,983  

 

 
24

 

  

 

   

Six Months Ended June 30, 2017

 
           

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

  $ 4,028,596     $ 1,369,722     $ 2,658,874  

Reclassification adjustment for gains included in income

    (121,871 )     (41,436 )     (80,435 )

Adjustment for effect of deferred acquisition costs

    (90,677 )     (30,830 )     (59,847 )

Net unrealized gains on investments

    3,816,048       1,297,456       2,518,592  

Change in defined benefit pension plan:

                       

Amortization of actuarial net loss in net periodic pension cost

    338,405       115,057       223,348  
                         

Total other comprehensive income

  $ 4,154,453     $ 1,412,513     $ 2,741,940  

 

   

Six Months Ended June 30, 2016

 
           

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

  $ 20,257,718     $ 6,887,624     $ 13,370,094  

Reclassification adjustment for gains included in income

    (565,057 )     (192,119 )     (372,938 )

Adjustment for effect of deferred acquisition costs

    (498,958 )     (169,646 )     (329,312 )

Net unrealized gains on investments

    19,193,703       6,525,859       12,667,844  

Change in defined benefit pension plan:

                       

Amortization of actuarial net loss in net periodic pension cost

    368,587       125,319       243,268  
                         

Total other comprehensive income

  $ 19,562,290     $ 6,651,178     $ 12,911,112  

 

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.

  

 
25

 

 

The change in the components of the Company’s accumulated other comprehensive income, net of tax, are as follows:

 

   

Unrealized Gains

   

Defined

   

Accumulated

 
   

(Losses) on

   

Benefit

   

Other

 
   

Available-For-Sale

   

Pension

   

Comprehensive

 
   

Securities

   

Plan

   

Income

 

For the six months ended June 30, 2017:

                       

Beginning balance

  $ 10,801,601     $ (5,307,709 )   $ 5,493,892  

Other comprehensive income before reclassifications

    2,599,027       -       2,599,027  

Amounts reclassified from accumulated other comprehensive income

    (80,435 )     223,348       142,913  

Net current period other comprehensive income

    2,518,592       223,348       2,741,940  

Ending balance

  $ 13,320,193     $ (5,084,361 )   $ 8,235,832  
                         

For the six months ended June 30, 2016:

                       

Beginning balance

  $ 6,293,702     $ (5,536,541 )   $ 757,161  

Other comprehensive income before reclassifications

    13,040,782       -       13,040,782  

Amounts reclassified from accumulated other comprehensive income

    (372,938 )     243,268       (129,670 )

Net current period other comprehensive income

    12,667,844       243,268       12,911,112  

Ending balance

  $ 18,961,546     $ (5,293,273 )   $ 13,668,273  

 

 

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.

 

   

Quarter Ended June 30,

   

Six Months Ended June 30,

 

Reclassification Adjustments

 

2017

   

2016

   

2017

   

2016

 

Unrealized gains on available-for-sale securities:

                               

Realized gains on sale of securities (a)

  $ 63,394     $ 238,345     $ 121,871     $ 565,057  

Income tax expense (c)

    (21,554 )     (81,037 )     (41,436 )     (192,119 )

Net of tax

    41,840       157,308       80,435       372,938  
                                 

Defined benefit pension plan:

                               

Amortization of actuarial net loss (b)

    (169,203 )     (184,294 )     (338,405 )     (368,587 )

Income tax benefit (c)

    57,528       62,660       115,057       125,319  

Net of tax

    (111,675 )     (121,634 )     (223,348 )     (243,268 )
                                 

Total reclassifications for the period

  $ (69,835 )   $ 35,674     $ (142,913 )   $ 129,670  

 

 

(a) These items appear within net realized gains (losses) 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.

  

 
26

 

 

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 June 30,

   

Six Months Ended June 30,

 
   

2017

   

2016

   

2017

   

2016

 
                                 

Service cost

  $ -     $ -     $ -     $ -  

Interest cost

    234,176       247,610       468,353       495,220  

Expected return on plan assets

    (251,355 )     (275,502 )     (502,710 )     (551,005 )

Recognized actuarial net loss

    169,203       184,294       338,405       368,587  

Net periodic pension cost

  $ 152,024     $ 156,402     $ 304,048     $ 312,802  

 

 

We previously disclosed in our financial statements for the year ended December 31, 2016 that the Company expected to contribute $360,000 to our defined benefit pension plan during 2017. As of June 30, 2017, the Company had contributed $180,000 to the plan.

 

NOTE 11 – Notes Payable

Effective March 24, 2017, the Company renewed the Investors Heritage Capital Corporation operating line of credit and the At Need Funding line of credit. The Investors Heritage Capital Corporation line of credit was increased to $300,000 while the At Need Funding line of credit was reduced to $1,000,000. The maturity date for both lines of credit is March 24, 2019. Interest is paid on the lines of credit monthly at the prime rate, with a floor of 3.75%.

 

During April 2017, Puritan Financial Companies, Inc. repaid all outstanding principal and interest relative to the Company’s outstanding credit agreement in exchange for a release from the obligations under its marketing agreement with the Company. The Company used the funds received to repay all outstanding principal and interest relative to its bank loan agreement entered to fund this transaction in 2012.

  

 
27

 

  

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 previously provided printing to Investors Heritage Life and other unaffiliated parties but which is currently dormant; 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 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 Final Expense product is a non-participating whole life insurance product with simplified underwriting, sold in the final expense market.

 

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 have historically been sold through our partnership with Puritan Financial Group and are being underwritten and issued using a third party underwriter with significant experience in that market. During April 2017, the Company’s exclusive partnership with Puritan Financial Group was terminated in exchange for repayment of the Company’s outstanding note receivable from Puritan Financial Companies, Inc. We used the funds received to repay all outstanding principal and interest relative to our bank loan agreement entered to fund this transaction in 2012. The Company is considering possible marketing alternatives for this product line.

 

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 retain 100% of new business. Investors Heritage Life also assumed 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 written directly 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.

  

 
28

 

 

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.

 

We also market an association group term product. This product provides a monthly renewable term benefit and is being marketed to various association groups.

 

Additionally, we 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. In recent years, we have maintained our retention limits in most cases at $25,000 per life, utilizing a combination of established product specific reinsurance treaties along with yearly renewable term treaties for policies where we had previously maintained more than this limit. At the end of the second quarter of 2016, we approved an increase in our individual life retention to $50,000 per life where allowable under our reinsurance agreements. We anticipate that this change will better align our retention with our current capital, reduce reinsurance costs and allow for us to maintain a greater share of the anticipated profitability of our products.

 

Effective September 30, 2016, we entered into a 100% coinsurance agreement with Southland National Insurance Corporation (“SNIC”) whereby we reinsured an existing block of deferred fixed annuities to SNIC. The total liabilities reinsured as of September 30, 2016 were approximately $44,024,000 and deferred acquisition costs associated with this block were approximately $329,000. We transferred cash to SNIC under the agreement totaling approximately $41,921,000. In order to generate cash, we sold fixed maturity securities generating pre-tax net realized capital gains totaling approximately $880,000. In accordance with GAAP guidance, the initial ceding commission received on this transaction was deferred and will be recognized into income over the expected life of the reinsurance contract, which is 20 years. The initial ceding commission, net of tax, was $1,471,858 and is presented separately on the balance sheet as deferred revenue on reinsurance ceded. We recognized $38,723 and $78,366 of income associated with the amortization of the deferred revenue during the quarter and six months ended June 30, 2017, respectively. Under the terms of the reinsurance agreement, we will continue to administer this business and will be paid administrative fees by SNIC. SNIC will also maintain a trust account further securing the statutory liabilities ceded.

 

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 provide tailored administrative services for five unaffiliated life insurance companies, which includes a new client added in September 2016. During the second quarter of 2017, we received notice of termination from one client effective October 31, 2017. We have been able to perform our TPA services using our existing in-house resources.

  

 
29

 

 

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.

 

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.

  

 
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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. Our corporate nonredeemable preferred stocks are also Level 2 instruments as fair value is derived from pricing services using recent trades and broker information. We hold $464,000 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 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.

 

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 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.

  

 
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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.

 

We previously disclosed in our financial statements for the year ended December 31, 2016 that we expected to contribute $360,000 to our defined benefit pension plan during 2017. As of June 30, 2017, we had contributed $180,000 to the plan.

 

New Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board (“the FASB”) issued new guidance shortening the amortization period for the premium component of callable debt securities purchased at a premium. The guidance requires the premium to be amortized to the earliest call date. This change does not apply to securities held at a discount. The guidance will be effective for us on January 1, 2019, with early adoption permitted. We are in process of evaluating the impact the guidance may have on our consolidated financial statements.

 

In March 2017, the FASB issued updated guidance to improve the presentation of net periodic pension cost and net periodic postretirement cost. This guidance requires that an employer disaggregate the service cost component from the other components of net benefit cost. This guidance also provides explicit guidance on the presentation of the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. The guidance will be effective for us on January 1, 2018, with early adoption permitted. We are in process of evaluating the impact the guidance will have 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. Refer to the footnotes to the consolidated financial statements for the year ended December 31, 2016, as included in our Annual Report on Form 10-K, for previously issued standards that have not yet been adopted that are considered applicable to the Company’s current operations.

 

INVESTMENTS, LIQUIDITY AND CAPITAL RESOURCES

 

Investments

We maintain a sound, conservative investment strategy. At June 30, 2017, 84.6% of our total invested assets consisted of fixed income securities, compared to 83.7% at December 31, 2016. At June 30, 2017 and December 31, 2016, our fixed income investments were 97.6% and 97.7% investment grade, respectively, as rated by Standard & Poor’s. The Standard & Poor’s average quality rating of our fixed income portfolio holdings as of June 30, 2017 and December 31, 2016 was A. None of our fixed income investments are in default and there has been no material change in the distribution of our fixed income portfolio.

  

 
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At June 30, 2017, 99.9% of our fixed maturity portfolio had a fair value to amortized cost ratio of greater than 80% and 95.6% of our equity securities portfolio had a fair value to cost ratio of greater than 80%. At December 31, 2016, 100% of our fixed maturity portfolio had a fair value to amortized cost ratio of greater than 80%, and 94.3% of our equity securities portfolio had a fair value to cost ratio of greater than 80%.

 

We have reviewed our investment portfolio and do not believe that there are any securities that are other-than-temporarily impaired as of June 30, 2017. We recorded no other-than-temporary impairment charges in the consolidated statements of income during the quarters or six months ended June 30, 2017 or 2016.

 

We continuously monitor the investment risk within our portfolio, including the risk associated with subprime lending with our CMO investments. As of June 30, 2017, 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 June 30, 2017, the largest individual stock position within this group had a fair value of approximately $485,000. 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 June 30, 2017 and December 31, 2016, investments in commercial properties comprised 27.3% and 26.2%, respectively, 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 June 30, 2017 and December 31, 2016, investments in residential mortgage loans comprised 72.7% and 73.8%, respectively, of our mortgage portfolio. We purchase single family 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 utilize third party servicers to administer these loans.

 

As of June 30, 2017, our average loan balance is $143,206 and the average loan-to-value is 62%. The largest loan currently held has a balance of $995,531. Our mortgage loans are spread across properties located in 23 states. At June 30, 2017 and December 31, 2016, 8.6% and 9.4% of invested assets consisted of mortgage loans, respectively.

  

 
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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 June 30, 2017 and December 31, 2016, there were no non-performing mortgage loans, loans on nonaccrual status, loans in process of foreclosure, or restructured loans. As of June 30, 2017, we held two mortgage loans totaling $262,590 that were past due by more than 90 days. We currently expect to collect all principal and interest on these loans. We had no mortgage loans past due by more than 90 days as of December 31, 2016. We experienced no mortgage loan defaults during the quarters or six months ended June 30, 2017 and 2016.

  

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 where allowable by law. We carry the state-guaranteed receivables at their amortized cost basis on the balance sheet. As of June 30, 2017, we held approximately $11,321,000 in state-guaranteed receivables, with the largest concentrations in the states of New York, Massachusetts and Georgia totaling approximately $3,298,000, $3,155,000 and $2,012,000, respectively. At June 30, 2017 and December 31, 2016, 2.6% of invested assets consisted of state-guaranteed receivables.

 

Under the management of our primary external investment advisor, we own certain investments in convertible fixed maturity and equity securities. Convertible securities feature an option allowing for a portion of the security to be converted into a common position of the underlying issuer in exchange for a lower coupon or preferred dividend 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 June 30, 2017 and December 31, 2016, the total fair value of our investments in convertible options was $1,173,038 and $983,950, respectively. For the quarter and six months ended June 30, 2017, we recognized a gain (loss) on our investments in convertible options of ($92,748) and $93,422, respectively, relative to the mark-to-market adjustment. For the quarter and six months ended June 30, 2016, we recognized a gain (loss) on our investments in convertible options of $38,044 and ($143,376), respectively, relative to the mark-to-market adjustment.

 

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, dividends from its subsidiaries and proceeds received under company-owned life insurance policies. Investors Heritage Capital’s principal long-term obligations are debt service payments and stock purchased under the put option through the IHCC Retirement Savings Plan and Trust, which is now frozen with respect to new contributions.

  

 
34

 

 

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.

 

Effective March 24, 2017, we renewed the Investors Heritage Capital Corporation operating line of credit and the At Need Funding line of credit. The Investors Heritage Capital Corporation line of credit was increased to $300,000 while the At Need Funding line of credit was reduced to $1,000,000. The maturity date for both lines of credit is March 24, 2019. Interest is paid on the lines of credit monthly at the prime rate, with a floor of 3.75%.

 

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 June 30, 2017, we are in compliance with all debt covenant requirements.

 

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 $10,369,883 for the second quarter of 2017 (a decrease of 2.9% compared to the second quarter of 2016) and $20,896,591 for the six months ended June 30, 2017 (an increase of 2.2% compared to the corresponding period in 2016). The decrease in the second quarter is due primarily to the reduction in direct and assumed premiums associated with the sale of our wealth preservation products. The increase for the six month period is primarily due to increased sales of our preneed product offerings.

  

Net investment income was $4,903,498 for the second quarter of 2017 (a decrease of 11.6% compared to the second quarter of 2016) and $9,986,196 for the six months ended June 30, 2017 (a decrease of 9.2% compared to the corresponding period in 2016). These decreases in investment income are primarily due to the sale of approximately $41,779,000 in fixed maturities near the end of the third quarter of 2016 to fund the new annuity reinsurance agreement with SNIC, investment income earned on the make whole call of a bond in the first quarter of 2016, and the reduction in mortgage loan investments due to payoffs on residential mortgages. Additionally, the reduction in investment income for the second quarter of 2017 includes a reduction in the mark-to-market adjustment on our convertible option investments totaling approximately $131,000, while the change for the six month period included an increase in the mark-to-market adjustment on these investments totaling approximately $237,000. We continue to seek high quality investments while considering alternative investments that can be used to enhance future investment income.

 

Net realized gains were $142,558 and $248,688 for the quarter and six months ended June 30, 2017, respectively, compared to $247,577 and $574,289 for the quarter and six months ended June 30, 2016, respectively. The realized gains recognized during 2017 were in the normal course of our portfolio management whereas a significant portion of the realized gains recognized during the six months ended June 30, 2016 were principally attributable to gains realized on the strategic sale of certain bonds in order to reduce single issuer exposures. We experienced no other-than-temporary impairments during the quarters or six months ended June 30, 2017 or 2016.

  

 
35

 

 

Other income was $584,325 for the second quarter of 2017 (an increase of 54.0% compared to the second quarter of 2016) and $1,125,134 for the six months ended June 30, 2017 (an increase of 53.5% compared to the corresponding period in 2016). These increases are primarily due to administrative fees received from the SNIC reinsurance agreement, increased policy counts and associated service needs for our TPA clients, and the addition of a new life insurance company TPA client during September 2016.

 

Total benefits and expenses were $16,061,584 for the second quarter of 2017 (a decrease of 2.5% compared to the second quarter of 2016) and $32,378,054 for the six months ended June 30, 2017 (an increase of 1.0% compared to the corresponding period in 2016). The key factors associated with these differences are increased death benefits due to unfavorable mortality experience along with a reduction in the change in policy reserves compared to the corresponding periods.

 

After providing for federal income taxes, our net loss was $45,990 with a net loss per share of $0.04 for the second quarter of 2017 compared to net income of $291,734 with net income per share of $0.26 for the second quarter of 2016. Our net loss was $91,084 with a net loss per share of $0.08 for the six months ended June 30, 2017 compared to net income of $527,985 with net income per share of $0.47 for the six months ended June 30, 2016.   

 

We declared a dividend of $0.25 per share on March 16, 2017 to shareholders of record on March 27, 2017. This dividend was paid on April 7, 2017.

 

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 $13,276,860 for the second quarter of 2017 (an increase of 1.4% compared to the second quarter of 2016) and $26,277,403 for the six months ended June 30, 2017 (an increase of 1.6% compared to the corresponding period in 2016). These increases were predominantly due to stronger sales of our preneed products driven both by sales within existing relationships as well as new agent relationships. The increased sales were partially offset by lower investment income associated with the reduction in invested assets due to the SNIC reinsurance agreement and lower realized capital gains in comparison to the prior period.

 

Pre-tax income (loss) from operations was $234,300 and ($421,368) for the quarter and six months ended June 30, 2017, respectively, compared to pre-tax income of $116,617 and $337,464 for the quarter and six months ended June 30, 2016, respectively. The current year-to-date pre-tax loss is primarily driven by our unfavorable mortality experience within this segment 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 $2,158,974 for the second quarter of 2017 (a decrease of 31.8% compared to the second quarter of 2016) and $4,620,487 for the six months ended June 30, 2017 (a decrease of 22.5% compared to the corresponding period in 2016). These decreases were primarily due to lower investment income associated with the reduction in invested assets due to the SNIC reinsurance agreement, lower realized gains in comparison to the prior period, and a reduction in premium income as we seek to identify new distribution channels for our wealth preservation products in addition to the fact that we are currently focusing much of our marketing efforts on our preneed and final expense products.

  

 
36

 

 

Pre-tax income from operations was $30,947 and $297,885 for the quarter and six months ended June 30, 2017, respectively, compared to pre-tax income of $168,796 and $379,967 for the quarter and six months ended June 30, 2016, respectively. The decreases in pre-tax income are primarily attributable to unfavorable mortality experience within this segment compared to the prior period along with the revenue reductions discussed above.

 

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.

 

In addition to credit administration, this segment includes fees generated relative to our third party administrative relationships. We currently provide tailored administrative services for five unaffiliated life insurance companies, which includes a new client added in September 2016. During the second quarter of 2017, we received notice of termination from one client effective October 31, 2017. 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.

 

Revenues for this segment were $465,216 for the second quarter of 2017 (an increase of 31.7% compared to the second quarter of 2016) and $876,975 for the six months ended June 30, 2017 (an increase of 28.9% compared to the corresponding period in 2016). Pre-tax income from operations was $113,121 and $218,890 for the quarter and six months ended June 30, 2017, respectively, compared to pre-tax income of $62,719 and $125,156 for the quarter and six months ended June 30, 2016, respectively. The increases in revenue and pre-tax income were primarily due to the addition of one new client and the fact that our existing life insurance company clients have experienced increased policy counts and additional service needs which resulted in an increase in our monthly fees.

 

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 $99,214 for the second quarter of 2017 (a decrease of 58.3% compared to the second quarter of 2016) and $481,744 for the six months ended June 30, 2017 (an increase of 85.6% compared to the corresponding period in 2016). Pre-tax income (loss) from operations was ($439,688) and ($216,852) for the quarter and six months ended June 30, 2017, respectively, compared to $40,847 and ($138,607) for the quarter and six months ended June 30, 2016, respectively. The changes in revenues are primarily due to the impact of the mark-to market adjustment on our investments in convertible options for each of the corresponding periods. The changes in pre-tax income (loss) are primarily due both to the impact of the mark-to-market adjustments on our investments in convertible options in addition to increased expenses associated with strategic planning and other related items.

 

While we continue to focus on expanding the operations of Investors Heritage Financial and At Need Funding, less than 1% of our consolidated revenues were generated by our non-life subsidiaries. During the six months ended June 30, 2017, Investors Heritage Capital did not receive any dividends or distributions from any of its subsidiaries. The potential exists for dividend payments and distributions over the remainder of 2017 as any needs arise.

  

 
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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; amortization of deferred revenue on reinsurance ceded which was previously taxed at inception of the reinsurance agreement; and non-taxable effects of company-owned life insurance premiums, cash value growth and death benefit proceeds. Our estimated effective tax rate was 25.0% for the quarters and six months ended June 30, 2017 and 2016.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We have no significant off-balance sheet arrangements as of June 30, 2017.

 

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. 

  

 
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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.

  

 
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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 August 14, 2017, 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

 
April 1, 2017 -

April 30, 2017

    -     $ -       -       -  
                                     
May 1, 2017 -

May 31, 2017

    -       -       -       -  
                                     
June 1, 2017 -

June 30, 2017

    -       -       -       -  

 

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.

 

 

 

 

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: August 14, 2017

President

 

 

 

BY: /s/Larry Johnson

 

Larry Johnson

DATE: August 14, 2017

Vice President - Chief Financial Officer

 

 

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