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EX-32.2 - EXHIBIT 32.2 - First Trinity Financial CORPex_98131.htm
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EX-31.2 - EXHIBIT 31.2 - First Trinity Financial CORPex_98129.htm
EX-31.1 - EXHIBIT 31.1 - First Trinity Financial CORPex_98128.htm

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

[ X ]

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

   
 

For the quarterly period ended September 30, 2017

 

[  ]

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

 

For the transition period From                                 to                                   .

 

Commission file number: 000-52613

 

FIRST TRINITY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Oklahoma

34-1991436

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

                              

7633 East 63rd Place, Suite 230

Tulsa, Oklahoma 74133-1246

(Address of principal executive offices)

 

(918) 249-2438

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes ☑       No ☐

 

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

Yes No ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” "accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer:  ☐ 

Accelerated filer:  ☐

Non-accelerated filer:  ☐

Smaller reporting company:  

Emerging growth company: 

  

   

 

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

 

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

Yes       No ☑

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: Common stock .01 par value as of November 6, 2017: 7,802,593 shares

 

 

 

 

FIRST TRINITY FINANCIAL CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION 

Page Number
     

Item 1. Consolidated Financial Statements

   
     

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

3  
     

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016 (Unaudited)

4  
     

Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016 (Unaudited)

5  
     

Consolidated Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2017 and 2016 (Unaudited)

6  
     

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016 (Unaudited)

7  
     

Notes to Consolidated Financial Statements (Unaudited)

9  
     

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

36  
     

Item 4. Controls and Procedures

67  
     

Part II. OTHER INFORMATION

   
     

Item 1. Legal Proceedings

67  
     

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

69  
     

Item 3. Defaults upon Senior Securities

69  
     

Item 4. Mine Safety Disclosures

69  
     

Item 5. Other Information

69  
     

Item 6. Exhibits

69  
     

Signatures

70  
     

Exhibit No. 31.1

   

Exhibit No. 31.2

   

Exhibit No. 32.1

   

Exhibit No. 32.2

   

Exhibit No. 101.INS

   

Exhibit No. 101.SCH

   

Exhibit No. 101.CAL

   

Exhibit No. 101.DEF

   

Exhibit No. 101.LAB

   

Exhibit No. 101.PRE

   

 

2

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

First Trinity Financial Corporation and Subsidiaries

Consolidated Statements of Financial Position

 

   

(Unaudited)

         
   

September 30, 2017

   

December 31, 2016

 

Assets

               

Investments

               

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

  $ 148,042,788     $ 129,311,155  

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

    672,358       638,407  

Mortgage loans on real estate

    103,013,015       74,371,286  

Investment real estate

    2,354,311       2,506,673  

Policy loans

    1,626,771       1,598,116  

Other long-term investments

    57,675,405       46,788,873  

Total investments

    313,384,648       255,214,510  

Cash and cash equivalents

    28,959,503       34,223,945  

Accrued investment income

    2,618,245       2,176,770  

Recoverable from reinsurers

    1,157,109       1,258,938  

Agents' balances and due premiums

    1,602,599       1,419,250  

Deferred policy acquisition costs

    23,164,372       18,191,990  

Value of insurance business acquired

    5,610,747       5,908,835  

Other assets

    10,059,398       14,858,375  

Total assets

  $ 386,556,621     $ 333,252,613  

Liabilities and Shareholders' Equity

               

Policy liabilities

               

Policyholders' account balances

  $ 292,128,688     $ 245,346,489  

Future policy benefits

    48,002,489       44,266,227  

Policy claims

    1,027,121       997,814  

Other policy liabilities

    90,487       69,854  

Total policy liabilities

    341,248,785       290,680,384  

Deferred federal income taxes

    2,071,174       693,470  

Other liabilities

    1,395,790       5,598,484  

Total liabilities

    344,715,749       296,972,338  

Shareholders' equity

               

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

    80,502       80,502  

Additional paid-in capital

    28,684,598       28,684,598  

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

    (893,947 )     (893,947 )

Accumulated other comprehensive income

    4,323,099       818,676  

Accumulated earnings

    9,646,620       7,590,446  

Total shareholders' equity

    41,840,872       36,280,275  

Total liabilities and shareholders' equity

  $ 386,556,621     $ 333,252,613  

 

 

See notes to consolidated financial statements (unaudited).

 

3

 

 

First Trinity Financial Corporation and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2017

   

2016

   

2017

   

2016

 

Revenues

                               

Premiums

  $ 4,058,629     $ 3,197,228     $ 11,560,664     $ 9,426,803  

Net investment income

    4,631,892       3,303,980       12,296,827       9,922,817  

Net realized investment gains (losses)

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

Loss on other-than-temporary impairments

    -       -       (224,250 )     -  

Other income

    25,249       10,053       92,376       25,259  

Total revenues

    8,712,284       6,671,569       23,979,725       19,682,129  

Benefits, Claims and Expenses

                               

Benefits and claims

                               

Increase in future policy benefits

    1,291,943       1,357,212       3,733,907       3,995,230  

Death benefits

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

Surrenders

    186,202       205,356       717,790       541,725  

Interest credited to policyholders

    2,293,419       1,754,941       6,530,403       5,090,162  

Dividend, endowment and supplementary life contract benefits

    68,492       81,040       200,260       214,552  

Total benefits and claims

    5,150,753       4,280,477       14,926,638       12,709,885  

Policy acquisition costs deferred

    (2,369,432 )     (2,023,246 )     (7,370,469 )     (5,142,381 )

Amortization of deferred policy acquisition costs

    890,135       536,901       2,318,277       1,588,938  

Amortization of value of insurance business acquired

    88,625       91,966       298,089       281,175  

Commissions

    2,051,910       1,954,586       6,641,883       4,783,307  

Other underwriting, insurance and acquisition expenses

    1,362,524       1,244,013       4,588,947       4,123,540  

Total expenses

    2,023,762       1,804,220       6,476,727       5,634,579  

Total benefits, claims and expenses

    7,174,515       6,084,697       21,403,365       18,344,464  

Income before total federal income tax expense

    1,537,769       586,872       2,576,360       1,337,665  

Current federal income tax expense (benefit)

    (1,320 )     4,472       18,589       41,982  

Deferred federal income tax expense

    294,437       83,814       501,597       163,685  

Total federal income tax expense

    293,117       88,286       520,186       205,667  

Net income

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

Net income per common share basic and diluted

  $ 0.16     $ 0.06     $ 0.26     $ 0.15  

 

 

See notes to consolidated financial statements (unaudited).

 

4

 

 

First Trinity Financial Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2017

   

2016

   

2017

   

2016

 

Net income

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

Other comprehensive income

                               

Total net unrealized investment gains arising during the period

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

Less net realized investment gains (losses)

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

Net unrealized investment gains

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

Less adjustment to deferred acquisition costs

    10,532       19,392       79,810       146,605  

Other comprehensive income before federal income tax expense

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

Federal income tax expense

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

Total other comprehensive income

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

Total comprehensive income

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

 

 

See notes to consolidated financial statements (unaudited).

 

5

 

 

First Trinity Financial Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders' Equity

Nine Months Ended September 30, 2017 and 2016

(Unaudited)

 

                           

Accumulated

                 
   

Common

   

Additional

           

Other

           

Total

 
   

Stock

   

Paid-in

   

Treasury

   

Comprehensive

   

Accumulated

   

Shareholders'

 
   

$.01 Par Value

   

Capital

   

Stock

   

Income (Loss)

   

Earnings

   

Equity

 

Balance as of January 1, 2016

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

Comprehensive income:

                                               

Net income

    -       -       -       -       1,131,998       1,131,998  

Other comprehensive income

    -       -       -       7,166,759       -       7,166,759  

Balance as of September 30, 2016

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

Balance as of January 1, 2017

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

Comprehensive income:

                                               

Net income

    -       -       -       -       2,056,174       2,056,174  

Other comprehensive income

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

Balance as of September 30, 2017

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

 

 

See notes to consolidated financial statements (unaudited). 

 

6

 

 

First Trinity Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

   

Nine Months Ended September 30,

 
   

2017

   

2016

 

Operating activities

               

Net income

  $ 2,056,174     $ 1,131,998  

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

               

Provision for depreciation

    109,435       109,587  

Accretion of discount on investments

    (2,298,768 )     (1,278,028 )

Net realized investment gains

    (254,108 )     (307,250 )

Loss on other-than-temporary impairment

    224,250       -  

Amortization of policy acquisition cost

    2,318,277       1,588,938  

Policy acquisition cost deferred

    (7,370,469 )     (5,142,381 )

Mortgage loan origination fees deferred

    -       (4,530 )

Amortization of loan origination fees

    44,351       54,032  

Amortization of value of insurance business acquired

    298,089       281,175  

Allowance for mortgage loan losses

    105,024       36,096  

Provision for deferred federal income tax expense

    501,597       163,685  

Interest credited to policyholders

    6,530,403       5,090,162  

Change in assets and liabilities:

               

Accrued investment income

    (441,475 )     56,974  

Policy loans

    (28,655 )     (75,655 )

Short-term investments

    -       549,850  

Recoverable from reinsurers

    101,829       (37,538 )

Agents' balances and due premiums

    (183,349 )     (344,558 )

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

    (939,617 )     (3,998,677 )

Future policy benefits

    3,736,262       4,002,756  

Policy claims

    29,307       94,291  

Other policy liabilities

    20,633       5,631  

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

    (4,144,719 )     2,252,361  

Net cash provided by operating activities

    414,471       4,228,919  
                 

Investing activities

               

Purchases of fixed maturity securities

    (32,830,057 )     (6,163,564 )

Maturities of fixed maturity securities

    6,762,000       4,657,000  

Sales of fixed maturity securities

    10,378,173       10,205,935  

Purchases of equity securities

    (2,832 )     (14,480 )

Sales of equity securities

    -       128,010  

Purchases of mortgage loans

    (44,857,137 )     (20,669,087 )

Payments on mortgage loans

    16,129,739       11,317,427  

Purchases of other long-term investments

    (14,036,084 )     (11,340,463 )

Payments on other long-term investments

    5,863,095       3,114,728  

Sale of other long-term investments

    792,012       -  

Sales of real estate

    190,084       -  

Net change in receivable and payable for securities sold and purchased

    5,680,298       (28,644 )

Net cash used in investing activities

    (45,930,709 )     (8,793,138 )
                 

Financing activities

               

Policyholders' account deposits

    54,296,750       32,177,094  

Policyholders' account withdrawals

    (14,044,954 )     (9,957,150 )

Net cash provided by financing activities

    40,251,796       22,219,944  
                 

Increase (decrease) in cash

    (5,264,442 )     17,655,725  

Cash and cash equivalents, beginning of period

    34,223,945       9,047,586  

Cash and cash equivalents, end of period

  $ 28,959,503     $ 26,703,311  

 

See notes to consolidated financial statements (unaudited).

7

 

 

First Trinity Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows (continued)

Supplemental Disclosure – Cash and Non-Cash Impact on Investing Activities

(Unaudited)

 

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

 

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

 

   

Nine Months Ended

 
   

September 30, 2017

 

Reduction in available-for-securities fixed maturity securities

  $ 729,737  

Other long-term invesments

    (729,737 )

Net cash provided (used) in investing activities

  $ -  

 

 

During 2017 and 2016, the Company foreclosed on residential mortgage loans of real estate totaling $142,455 and $198,622, respectively, and transferred those properties to investment real estate that are now held for sale. The Company reduced the carrying value of this residential real estate obtained through foreclosure to the lower of acquisition cost or net realizable value.

 

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

 

   

Nine Months Ended

   

Nine Months Ended

 
   

September 30, 2017

   

September 30, 2016

 

Reductions in mortgage loans due to foreclosure

  $ 142,455     $ 198,622  

Investment real estate held-for-sale acquired through foreclosure

    (142,455 )     (198,622 )

Net cash provided (used) in investing activities

  $ -     $ -  

 

8

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

1. Organization and Significant Accounting Policies

 

Nature of Operations

 

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

 

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

 

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

 

Company Capitalization

 

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

 

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

 

Acquisitions

 

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

 

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

 

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

 

9

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

1. Organization and Significant Accounting Policies (continued)

 

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

 

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

 

Basis of Presentation

 

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

 

The results of operations for the nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ended December 31, 2017 or for any other interim period or for any other future year. Certain financial information which is normally included in notes to consolidated financial statements prepared in accordance with U.S. GAAP, but which is not required for interim reporting purposes, has been condensed or omitted. The accompanying consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's report on Form 10-K for the year ended December 31, 2016.

 

Principles of Consolidation

 

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

 

Reclassifications

 

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

 

Use of Estimates

 

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

 

Common Stock

 

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

 

Treasury Stock

 

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

 

10

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

1. Organization and Significant Accounting Policies (continued)

 

Subsequent Events

 

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

 

Recent Accounting Pronouncements

 

Revenue from Contracts with Customers

 

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

 

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

 

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

 

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

 

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

 

Recognition and Measurement of Financial Assets and Financial Liabilities

 

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

 

11

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

1. Organization and Significant Accounting Policies (continued)

 

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

 

Leases

 

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

 

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

 

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

 

Entities will generally continue to account for leases that commenced before the effective date of this update in accordance with previous U.S. GAAP unless the lease is modified. Lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimal rental payments that were tracked and disclosed under previous U.S. GAAP. The updated guidance is to be applied using a modified retrospective approach effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted.  The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

 

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

 

In March 2016, the FASB issued updated guidance that eliminates the requirement to retroactively apply the equity method of accounting when an investment that was previously accounted for using another method of accounting becomes qualified to apply the equity method due to an increase in the level of ownership interest or degree of influence.  If the investment was previously accounted for as an available-for-sale security, any related unrealized gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for the equity method is recognized through earnings.  The updated guidance is effective for reporting periods beginning after December 15, 2016, and is to be applied prospectively. Early adoption was permitted.  The adoption of this guidance did not have a material effect on the Company’s results of operations, financial position or liquidity.

 

12

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

1. Organization and Significant Accounting Policies (continued)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

In August 2016, the FASB issued specific guidance to reduce the existing diversity in practice in how eight specific cash flow issues of certain cash receipts and cash payments are presented and classified in the statement of cash flows. The updated guidance is effective for annual and interim periods beginning after December 15, 2017, and is to be applied retrospectively. Early adoption is permitted.  The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

 

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

 

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

 

13

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

1. Organization and Significant Accounting Policies (continued)

 

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

 

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

 

Business Combinations – Clarifying the Definition of a Business

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

14

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

1. Organization and Significant Accounting Policies (continued)

 

Compensation — Stock Compensation: Scope of Modification Accounting

 

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

 

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

 

15

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

2. Investments

 

Fixed Maturity and Equity Securities Available-For-Sale

 

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

 

           

Gross

   

Gross

         
   

Amortized Cost

   

Unrealized

   

Unrealized

   

Fair

 
   

or Cost

   

Gains

   

Losses

   

Value

 
   

September 30, 2017 (Unaudited)

 

Fixed maturity securities

                               

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

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

States and political subdivisions

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

Residential mortgage-backed securities

    29,190       42,635       -       71,825  

Corporate bonds

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

Foreign bonds

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

Total fixed maturity securities

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

Equity securities

                               

Mutual funds

    347,311       2,162       -       349,473  

Corporate preferred stock

    99,945       2,075       -       102,020  

Corporate common stock

    154,976       65,889       -       220,865  

Total equity securities

    602,232       70,126       -       672,358  

Total fixed maturity and equity securities

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

December 31, 2016

 

Fixed maturity securities

                               

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

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

States and political subdivisions

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

Residential mortgage-backed securities

    33,970       36,757       -       70,727  

Corporate bonds

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

Foreign bonds

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

Total fixed maturity securities

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

Equity securities

                               

Mutual funds

    344,783       -       2,869       341,914  

Corporate preferred stock

    99,945       -       3,585       96,360  

Corporate common stock

    154,672       45,461       -       200,133  

Total equity securities

    599,400       45,461       6,454       638,407  

Total fixed maturity and equity securities

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

 

16

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

2. Investments (continued)

 

All securities in an unrealized loss position as of the financial statement dates, the estimated fair value, pre-tax gross unrealized loss and number of securities by length of time that those securities have been continuously in an unrealized loss position as of September 30, 2017 and December 31, 2016 are summarized as follows:

 

           

Unrealized

   

Number of

 
   

Fair Value

   

Loss

   

Securities

 
   

September 30, 2017 (Unaudited)

 

Fixed maturity securities

                       

Less than 12 months

                       

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

  $ 476,388     $ 4,294       4  

States and political subdivisions

    1,409,461       27,856       8  

Corporate bonds

    4,658,050       94,634       19  

Foreign bonds

    1,557,436       39,316       5  

Total less than 12 months

    8,101,335       166,100       36  

More than 12 months

                       

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

    1,196,274       53,204       3  

Corporate bonds

    4,783,721       410,000       18  

Foreign bonds

    516,695       60,808       3  

Total more than 12 months

    6,496,690       524,012       24  

Total fixed maturity securities in an unrealized loss position

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

Fixed maturity securities

                       

Less than 12 months

                       

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

  $ 1,878,308     $ 71,592       6  

States and political subdivisions

    2,532,653       66,584       14  

Corporate bonds

    23,721,217       696,066       92  

Foreign bonds

    5,087,133       155,833       16  

Total less than 12 months

    33,219,311       990,075       128  

More than 12 months

                       

Corporate bonds

    8,004,923       917,029       36  

Foreign bonds

    1,024,548       92,250       6  

Total more than 12 months

    9,029,471       1,009,279       42  

Total fixed maturity securities in an unrealized loss position

    42,248,782       1,999,354       170  

Equity securities

                       

Less than 12 months

                       

Corporate preferred stock

    96,360       3,585       2  

Total less than 12 months

    96,360       3,585       2  

More than 12 months

                       

Mutual funds

    89,113       2,869       1  

Total more than 12 months

    89,113       2,869       1  

Total equity securities in an unrealized loss position

    185,473       6,454       3  

Total fixed maturity and equity securities in an unrealized loss position

  $ 42,434,255     $ 2,005,808       173  

 

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

 

17

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

2. Investments (continued)

 

As of December 31, 2016, the Company held 170 available-for-sale fixed maturity securities with an unrealized loss of $1,999,354, fair value of $42,248,782 and amortized cost of $44,248,136. These unrealized losses were primarily due to market interest rate movements in the bond market as of December 31, 2016. The ratio of the fair value to the amortized cost of these 170 securities is 95%.

 

As of December 31, 2016, the Company had three available-for-sale equity securities with an unrealized loss of $6,454, fair value of $185,473 and cost of $191,927. The ratio of fair value to cost of these securities is 97%.

 

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

 

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

 

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

 

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

 

Management believes that the Company will fully recover its cost basis in the securities held as of September 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 remaining temporary impairments shown herein are primarily the result of the current interest rate environment rather than credit factors that would imply other-than-temporary impairment. 

 

18

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

2. Investments (continued)

 

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

 

   

(Unaudited)

         
   

September 30, 2017

   

December 31, 2016

 

Unrealized appreciation on available-for-sale securities

  $ 5,500,237     $ 1,039,897  

Adjustment to deferred acquisition costs

    (96,363 )     (16,553 )

Deferred income taxes

    (1,080,775 )     (204,668 )

Net unrealized appreciation on available-for-sale securities

  $ 4,323,099     $ 818,676  

 

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

 

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

 

   

September 30, 2017 (Unaudited)

 
   

Fixed Maturity Available-For-Sale Securities

   

Other Long-Term Investments

 
   

Amortized Cost

   

Fair Value

   

Amortized Cost

   

Fair Value

 

Due in one year or less

  $ 7,267,264     $ 7,331,950     $ 8,248,410     $ 8,361,971  

Due after one year through five years

    30,208,994       31,312,939       23,377,949       25,433,045  

Due after five years through ten years

    38,476,332       39,833,033       16,190,560       19,790,751  

Due after ten years

    66,630,897       69,493,041       9,858,486       15,836,022  

Due at multiple maturity dates

    29,190       71,825       -       -  
    $ 142,612,677     $ 148,042,788     $ 57,675,405     $ 69,421,789  

 

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.

 

19

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

2. Investments (continued)

 

Proceeds and gross realized gains (losses) from the sales, calls and maturities of fixed maturity securities available-for-sale, equity securities available-for-sale, mortgage loans on real estate, investment real estate and other long-term investments for the three and nine months ended September 30, 2017 and 2016 are summarized as follows:

 

   

Three Months Ended September 30, (Unaudited)

 
   

Fixed Maturity Securities

   

Equity Securities

   

Mortgage Loans on Real Estate

   

Investment Real Estate

 
   

2017

   

2016

   

2017

   

2016

   

2017

   

2016

   

2017

   

2016

 

Proceeds

  $ 4,536,924     $ 7,368,724     $ -     $ -     $ 5,405,626     $ 7,655,905     $ -     $ -  

Gross realized gains

    37,337       242,910       -       -       -       -       -       -  

Gross realized losses

    (40,823 )     (36,020 )     -       -       -       (46,582 )     -       -  

Loss on other-than-temporary impairment

    -       -       -       -       -       -       -       -  

 

   

Three Months Ended September 30, (Unaudited)

 
   

Other Long-Term Investments

 
   

2017

   

2016

 

Proceeds

  $ -     $ -  

Gross realized gains

    -       -  

Gross realized losses

    -       -  

Loss on other-than-temporary impairment

    -       -  

 

   

Nine Months Ended September 30, (Unaudited)

 
   

Fixed Maturity Securities

   

Equity Securities

   

Mortgage Loans on Real Estate

   

Investment Real Estate

 
   

2017

   

2016

   

2017

   

2016

   

2017

   

2016

   

2017

   

2016

 

Proceeds

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

Gross realized gains

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

Gross realized losses

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

Loss on other-than-temporary impairment

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

 

   

Nine Months Ended September 30, (Unaudited)

 
   

Other Long-Term Investments

 
   

2017

   

2016

 

Proceeds

  $ 792,012     $ -  

Gross realized gains

    62,275       -  

Gross realized losses

    -       -  

Loss on other-than-temporary impairment

    -       -  

 

20

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

2. Investments (continued)

 

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

 

   

Three Months Ended September 30, (Unaudited)

   

Nine Months Ended September 30, (Unaudited)

 
   

2017

   

2016

   

2017

   

2016

 

Change in unrealized investment gains:

                               

Available-for-sale securities:

                               

Fixed maturity securities

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

Equity securities

    12,381       33,665       31,119       26,911  

Net realized investment gains (losses):

                               

Available-for-sale securities:

                               

Fixed maturity securities

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

Equity securities

    -       -       -       7,243  

Mortgage loans on real estate

    -       (46,582 )     -       (28,591 )

Investment real estate

    -       -       4,382       -  

Other long-term investments

    -       -       62,275       -  

 

Major categories of net investment income for the three and nine months ended September 30, 2017 and 2016 are summarized as follows:

 

   

Three Months Ended September 30, (Unaudited)

   

Nine Months Ended September 30, (Unaudited)

 
   

2017

   

2016

   

2017

   

2016

 

Fixed maturity securities

  $ 1,731,931     $ 1,435,041     $ 4,887,826     $ 4,535,560  

Equity securities

    4,382       6,728       14,540       20,568  

Other long-term investments

    967,959       687,042       2,707,438       1,857,366  

Mortgage loans

    2,379,176       1,417,445       5,923,207       4,098,943  

Policy loans

    28,640       27,348       84,657       79,937  

Real estate

    93,943       62,391       281,366       246,327  

Short-term and other investments

    72,935       56,806       296,019       198,950  

Gross investment income

    5,278,966       3,692,801       14,195,053       11,037,651  

Investment expenses

    (647,074 )     (388,821 )     (1,898,226 )     (1,114,834 )

Net investment income

  $ 4,631,892     $ 3,303,980     $ 12,296,827     $ 9,922,817  

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

21

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

2. Investments (continued)

 

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

 

   

(Unaudited)

         
   

September 30, 2017

   

December 31, 2016

 

Commercial and industrial mortgage loans

               
                 

Retail stores

  $ 1,250,052     $ 1,075,324  

Office buildings

    138,463       179,484  

Industrial

    432,351       -  
                 

Total commercial and industrial mortgage loans

    1,820,866       1,254,808  
                 

Residential mortgage loans

    101,192,149       73,116,478  
                 

Total mortgage loans

  $ 103,013,015     $ 74,371,286  

 

 

The Company’s investment real estate as of September 30, 2017 and December 31, 2016 is summarized as follows:

 

   

(Unaudited)

         
   

September 30, 2017

   

December 31, 2016

 

Land - held for the production of income

  $ 213,160     $ 213,160  

Land - held for investment

    745,155       745,155  

Total land

    958,315       958,315  

Building - held for the production of income

    2,267,557       2,267,557  

Less - accumulated depreciation

    (1,158,810 )     (1,049,695 )

Buildings net of accumulated depreciation

    1,108,747       1,217,862  

Residential real estate - held for sale

    287,249       330,496  

Total residential real estate

    287,249       330,496  

Investment real estate, net of accumulated depreciation

  $ 2,354,311     $ 2,506,673  

 

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

 

During 2017 and 2016, the Company foreclosed on residential mortgage loans of real estate totaling $142,455 and $198,622, respectively, and transferred those properties to investment real estate that are now held for sale.

 

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

 

22

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

3. Fair Value Measurements

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

23

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

 3. Fair Value Measurements (continued)

 

The Company’s fair value hierarchy for those financial instruments measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 is summarized as follows:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 
   

September 30, 2017 (Unaudited)

 

Fixed maturity securities, available-for-sale

                               

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

  $ -     $ 2,981,465     $ -     $ 2,981,465  

States and political subdivisions

    -       9,668,841       -       9,668,841  

Residential mortgage-backed securities

    -       71,825       -       71,825  

Corporate bonds

    -       113,193,928       -       113,193,928  

Foreign bonds

    -       22,126,729       -       22,126,729  

Total fixed maturity securities

  $ -     $ 148,042,788     $ -     $ 148,042,788  
                                 

Equity securities, available-for-sale

                               

Mutual funds

  $ -     $ 349,473     $ -     $ 349,473  

Corporate preferred stock

    102,020       -       -       102,020  

Corporate common stock

    159,365       -       61,500       220,865  

Total equity securities

  $ 261,385     $ 349,473     $ 61,500     $ 672,358  
                                 
    December 31, 2016  

Fixed maturity securities, available-for-sale

                               

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

  $ -     $ 3,185,383     $ -     $ 3,185,383  

States and political subdivisions

    -       9,250,896       -       9,250,896  

Residential mortgage-backed securities

    -       70,727       -       70,727  

Corporate bonds

    -       100,980,041       -       100,980,041  

Foreign bonds

    -       15,824,108       -       15,824,108  

Total fixed maturity securities

  $ -     $ 129,311,155     $ -     $ 129,311,155  
                                 

Equity securities, available-for-sale

                               

Mutual funds

  $ -     $ 341,914     $ -     $ 341,914  

Corporate preferred stock

    96,360       -       -       96,360  

Corporate common stock

    138,633       -       61,500       200,133  

Total equity securities

  $ 234,993     $ 341,914     $ 61,500     $ 638,407  

 

As of September 30, 2017 and December 31, 2016, Level 3 financial instruments consisted of two private placement common stocks that have no active trading.

 

These private placement stocks represent investments in small insurance holding companies. The fair value for these securities was determined through the use of unobservable assumptions about market participants. The Company has assumed a willing market participant would purchase the securities for the same price as the Company paid.

 

24

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

3. Fair Value Measurements (continued)

 

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

 

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

 

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

 

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

 

25

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

3. Fair Value Measurements (continued)

 

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

 

Financial Instruments Disclosed, But Not Carried, at Fair Value:

 

   

Carrying

   

Fair

                         
   

Amount

   

Value

   

Level 1

   

Level 2

   

Level 3

 
   

September 30, 2017 (Unaudited)

 

Financial assets

                                       

Mortgage loans on real estate

                                       

Commercial and industrial

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

Residential

    101,192,149       103,364,612       -       -       103,364,612  

Policy loans

    1,626,771       1,626,771       -       -       1,626,771  

Other long-term investments

    57,675,405       69,421,789       -       -       69,421,789  

Cash and cash equivalents

    28,959,503       28,959,503       28,959,503       -       -  

Accrued investment income

    2,618,245       2,618,245       -       -       2,618,245  

Total financial assets

  $ 193,892,939     $ 205,973,290     $ 28,959,503     $ -     $ 177,013,787  

Financial liabilities

                                       

Policyholders' account balances

  $ 292,128,688     $ 239,162,237     $ -     $ -     $ 239,162,237  

Policy claims

    1,027,121       1,027,121       -       -       1,027,121  

Total financial liabilities

  $ 293,155,809     $ 240,189,358     $ -     $ -     $ 240,189,358  
                                         
    December 31, 2016  

Financial assets

                                       

Mortgage loans on real estate

                                       

Commercial

  $ 1,254,808     $ 1,268,140     $ -     $ -     $ 1,268,140  

Residential

    73,116,478       70,383,661       -       -       70,383,661  

Policy loans

    1,598,116       1,598,116       -       -       1,598,116  

Other long-term investments

    46,788,873       55,890,429       -       -       55,890,429  

Cash and cash equivalents

    34,223,945       34,223,945       34,223,945       -       -  

Accrued investment income

    2,176,770       2,176,770       -       -       2,176,770  

Total financial assets

  $ 159,158,990     $ 165,541,061     $ 34,223,945     $ -     $ 131,317,116  

Financial liabilities

                                       

Policyholders' account balances

  $ 245,346,489     $ 206,541,702     $ -     $ -     $ 206,541,702  

Policy claims

    997,814       997,814       -       -       997,814  

Total financial liabilities

  $ 246,344,303     $ 207,539,516     $ -     $ -     $ 207,539,516  

 

26

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

3. Fair Value Measurements (continued)

 

The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. However, considerable judgment was required to interpret market data to develop these estimates. Accordingly, the estimates are not necessarily indicative of the amounts which could be realized in a current market exchange. The use of different market assumptions or estimation methodologies may have a material effect on the fair value amounts.

 

The following methods and assumptions were used in estimating the fair value disclosures for financial instruments in the accompanying financial statements and notes thereto:

 

Fixed Maturity Securities and Equity Securities

  

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

 

Mortgage Loans on Real Estate

 

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

 

Cash and Cash Equivalents, Accrued Investment Income and Policy Loans

 

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

 

Other Long-Term Investments

 

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

 

Investment Contracts – Policyholders’ Account Balances

 

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

 

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

 

Policy Claims

 

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

 

27

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

4. Segment Data

 

The Company has a life insurance segment, consisting of the life insurance operations of TLIC and FBLIC, an annuity segment, consisting of the annuity operations of TLIC and FBLIC and a corporate segment. Results for the parent company and the operations of FTCC, after elimination of intercompany amounts, are allocated to the corporate segment. These segments as of September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and 2016 are summarized as follows:

 

   

Three Months Ended September 30, (Unaudited)

   

Nine Months Ended September 30, (Unaudited)

 
   

2017

   

2016

   

2017

   

2016

 

Revenues:

                               

Life insurance operations

  $ 4,723,138     $ 3,720,401     $ 13,321,087     $ 11,068,191  

Annuity operations

    3,903,408       2,802,934       10,377,974       8,158,645  

Corporate operations

    85,738       148,234       280,664       455,293  

Total

  $ 8,712,284     $ 6,671,569     $ 23,979,725     $ 19,682,129  
                                 

Income before income taxes:

                               

Life insurance operations

  $ 345,522     $ 35,230     $ 899,547     $ 87,745  

Annuity operations

    1,141,492       436,051       1,488,848       1,014,476  

Corporate operations

    50,755       115,591       187,965       235,444  

Total

  $ 1,537,769     $ 586,872     $ 2,576,360     $ 1,337,665  
                                 

Depreciation and amortization expense:

                               

Life insurance operations

  $ 858,012     $ 541,995     $ 1,828,933     $ 1,540,582  

Annuity operations

    178,063       154,648       941,219       493,151  

Corporate operations

    -       -       -       -  

Total

  $ 1,036,075     $ 696,643     $ 2,770,152     $ 2,033,733  

 

   

(Unaudited)

           
   

September 30, 2017

   

December 31, 2016

   

Assets:

                 

Life insurance operations

  $ 54,305,804     $ 50,577,282    

Annuity operations

    325,089,923       275,745,766    

Corporate operations

    7,160,894       6,929,565    

Total

  $ 386,556,621     $ 333,252,613    

 

 

5. Federal Income Taxes

 

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

 

The Company has no known uncertain tax benefits within its provision for income taxes. In addition, the Company does not believe it would be subject to any penalties or interest relative to any open tax years and, therefore, has not accrued any such amounts. The Company files U.S. federal income tax returns and income tax returns in various state jurisdictions.  The 2014 through 2016 U.S. federal tax years are subject to income tax examination by tax authorities. The Company classifies any interest and penalties (if applicable) as income tax expense in the financial statements.

 

28

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

6. Legal Matters and Contingent Liabilities

 

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

 

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

 

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

 

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

 

Prior to its acquisition by TLIC, FBLIC developed, marketed, and sold life insurance products known as “Decreasing Term to 95” policies. On January 17, 2013, FBLIC’s Board of Directors voted that, effective March 1, 2013, it was not approving, and therefore was not providing, a dividend for the Decreasing Term to 95 policies. On November 22, 2013, three individuals who owned Decreasing Term to 95 policies filed a Petition in the Circuit Court of Greene County, Missouri asserting claims against FBLIC relating to FBLIC’s decision to not provide a dividend under the Decreasing Term to 95 policies.

 

On June 18, 2015, plaintiffs filed an amended petition. Like the original Petition, the amended Petition asserts claims for breach of contract and anticipatory breach of contract, and alleges that FBLIC breached, and will anticipatorily breach, the Decreasing Term to 95 policies of insurance by not providing a dividend sufficient to purchase a one year term life insurance policy which would keep the death benefit under the Decreasing Term to 95 policies the same as that provided during the first year of coverage under the policy. It also asserts claims for negligent misrepresentation, fraud, and violation of the Missouri Merchandising Practices Act (“MMPA”). It alleges that during its sale of the Decreasing Term to 95 policies, FBLIC represented that the owners of these policies would always be entitled to dividends to purchase a one-year term life insurance policy and that the owners would have a level death benefit without an increase in premium.

 

The main difference between the original Petition and the amended Petition is that the amended Petition also seeks equitable relief based on two new theories: that the Decreasing Term to 95 policies should be reformed so that they will provide a level death benefit for a level premium payment until the policyholder reaches 95 years of age; and alternatively, Count VIII of the amended Petition asks the Court to (1) find that the dividend provisions in the Decreasing Term to 95 policies violate Missouri law, specifically, § 376.360 RSMo.; (2) order that the policies are void ab initio; and (3) order that FBLIC return all premiums collected under these policies. In addition, as part of the MMPA claim, plaintiffs are now alleging that FBLIC undertook a fraudulent scheme to sell the Decreasing Term to 95 policies as a level premium for level benefit even though FBLIC never intended to pay dividends for the life of the policies and that part of this alleged fraudulent scheme included having a dividend option which is not allowed under Missouri law. FBLIC denies the allegations in the amended Petition and will continue to defend against them.

 

29

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

6. Legal Matters and Contingent Liabilities (continued)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

30

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

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

 

The changes in the components of the Company’s accumulated other comprehensive income for the three and nine months ended September 30, 2017 and 2016 are summarized as follows:

 

   

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

 
   

Unrealized

           

Accumulated

 
   

Appreciation on

   

Adjustment to

   

Other

 
   

Available-For-Sale

   

Deferred Acquisition

   

Comprehensive

 
   

Securities

   

Costs

   

Income

 

Balance as of July 1, 2017

  $ 3,834,781     $ (68,664 )   $ 3,766,117  

Other comprehensive income before reclassifications, net of tax

    562,619       (8,426 )     554,193  

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

    (2,789 )     -       (2,789 )

Other comprehensive income

    565,408       (8,426 )     556,982  

Balance as of September 30, 2017

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

Balance as of July 1, 2016

  $ 3,906,866     $ (61,711 )   $ 3,845,155  

Other comprehensive income before reclassifications, net of tax

    846,814       (15,514 )     831,300  

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

    165,513       -       165,513  

Other comprehensive income

    681,301       (15,514 )     665,787  

Balance as of September 30, 2016

  $ 4,588,167     $ (77,225 )   $ 4,510,942  

 

   

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

 
   

Unrealized

                 
   

Appreciation

           

Accumulated

 
   

(Depreciation) on

   

Adjustment to

   

Other

 
   

Available-For-Sale

   

Deferred Acquisition

   

Comprehensive

 
   

Securities

   

Costs

   

Income (Loss)

 

Balance as of January 1, 2017

  $ 831,917     $ (13,241 )   $ 818,676  

Other comprehensive income before reclassifications, net of tax

    3,538,833       (63,849 )     3,474,984  

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

    (29,439 )     -       (29,439 )

Other comprehensive income

    3,568,272       (63,849 )     3,504,423  

Balance as of September 30, 2017

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

Balance as of January 1, 2016

  $ (2,695,876 )   $ 40,059     $ (2,655,817 )

Other comprehensive income before reclassifications, net of tax

    7,552,715       (117,284 )     7,435,431  

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

    268,672       -       268,672  

Other comprehensive income

    7,284,043       (117,284 )     7,166,759  

Balance as of September 30, 2016

  $ 4,588,167     $ (77,225 )   $ 4,510,942  

 

31

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

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

 

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

 

   

Three Months Ended September 30, 2017 (Unaudited)

 
           

Income Tax

         
   

Pretax

   

Expense

   

Net of Tax

 

Other comprehensive income:

                       

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

                       

Unrealized holding gains arising during the period

  $ 703,274     $ 140,655     $ 562,619  

Reclassification adjustment for net losses included in operations

    (3,486 )     (697 )     (2,789 )

Net unrealized gains on investments

    706,760       141,352       565,408  

Adjustment to deferred acquisition costs

    (10,532 )     (2,106 )     (8,426 )

Total other comprehensive income

  $ 696,228     $ 139,246     $ 556,982  

 

   

Three Months Ended September 30, 2016 (Unaudited)

 
           

Income Tax

         
           

Expense

         
   

Pretax

   

(Benefit)

   

Net of Tax

 

Other comprehensive income:

                       

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

                       

Unrealized holding gains arising during the period

  $ 1,058,518     $ 211,704     $ 846,814  

Reclassification adjustment for net gains included in operations

    206,890       41,377       165,513  

Net unrealized gains on investments

    851,628       170,327       681,301  

Adjustment to deferred acquisition costs

    (19,392 )     (3,878 )     (15,514 )

Total other comprehensive income

  $ 832,236     $ 166,449     $ 665,787  

 

   

Nine Months Ended September 30, 2017 (Unaudited)

 
           

Income Tax

         
   

Pretax

   

Expense

   

Net of Tax

 

Other comprehensive income:

                       

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

                       

Unrealized holding gains arising during the period

  $ 4,423,541     $ 884,708     $ 3,538,833  

Reclassification adjustment for net losses included in operations

    (36,799 )     (7,360 )     (29,439 )

Net unrealized gains on investments

    4,460,340       892,068       3,568,272  

Adjustment to deferred acquisition costs

    (79,810 )     (15,961 )     (63,849 )

Total other comprehensive income

  $ 4,380,530     $ 876,107     $ 3,504,423  

 

   

Nine Months Ended September 30, 2016 (Unaudited)

 
           

Income Tax

         
           

Expense

         
   

Pretax

   

(Benefit)

   

Net of Tax

 

Other comprehensive income:

                       

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

                       

Unrealized holding gains arising during the period

  $ 9,440,894     $ 1,888,179     $ 7,552,715  

Reclassification adjustment for net gains included in operations

    335,841       67,169       268,672  

Net unrealized gains on investments

    9,105,053       1,821,010       7,284,043  

Adjustment to deferred acquisition costs

    (146,605 )     (29,321 )     (117,284 )

Total other comprehensive income

  $ 8,958,448     $ 1,791,689     $ 7,166,759  

 

32

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

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

 

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

 

The pretax and the related income tax components of the amounts reclassified from the Company’s accumulated other comprehensive income to the Company’s consolidated statement of operations for the three and nine months ended September 30, 2017 and 2016 are summarized as follows:

 

   

Three Months Ended September 30, (Unaudited)

   

Nine Months Ended September 30, (Unaudited)

 

Reclassification Adjustments

 

2017

   

2016

   

2017

   

2016

 

Unrealized gains on available-for-sale securities:

                               

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

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

Income tax expense (benefit) (b)

    (697 )     41,377       (7,360 )     67,169  

Total reclassification adjustments

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

 

(a)

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

(b)

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

 

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

 

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

 

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

 

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

 

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

 

As of September 30, 2017, $559,570 of independent residential mortgage loans on real estate are held in escrow by a third party for the benefit of the Company.   As of September 30, 2017, $161,907 of that escrow amount is available to the Company for possible losses on its investment of $32,381,460 in residential mortgage loans on real estate with one loan originator.

 

33

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

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

 

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

 

As of December 31, 2016, $525,063 of independent mortgage loan balances were held in escrow by a third party for the benefit of the Company related to its investment in $25,523,757 of mortgage loans on real estate with one loan originator. In addition, the Company had an additional $244,427 allowance for possible loan losses in the remaining $48,847,529 of investments in mortgage loans on real estate as of December 31, 2016.

 

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

 

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

 

   

(Unaudited)

 
   

As of and for the Three Months Ended September 30,

 
   

Residential Mortgage Loans

   

Commercial and Industrial

Mortgage Loans

   

Premium Finance Loans

   

Total

 
   

2017

   

2016

   

2017

   

2016

   

2017

   

2016

   

2017

   

2016

 

Allowance, beginning:

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

Charge offs

    -       -       -       -       -       -       -       -  

Recoveries

    -       -       -       -       -       -       -       -  

Provision

    4,121       21,690       (128 )     (110 )     -       -       3,993       21,580  

Allowance, ending

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

Allowance, ending:

                                                               

Individually evaluated
for impairment

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

Collectively evaluated
for impairment

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

Carrying Values:

                                                               

Individually evaluated
for impairment

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

Collectively evaluated
for impairment

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

 

34

 

 

First Trinity Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2017

(Unaudited)

 

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

 

   

(Unaudited)

 
   

As of and for the Nine Months Ended September 30,

 
   

Residential Mortgage Loans

   

Commercial and Industrial

Mortgage Loans

   

Premium Finance Loans

   

Total

 
   

2017

   

2016

   

2017

   

2016

   

2017

   

2016

   

2017

   

2016

 

Allowance, beginning:

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

Charge offs

    -       -       -       -       -       -       -       -  

Recoveries

    -       -       -       -       -       -       -       -  

Provision

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

Allowance, ending

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

Allowance, ending:

                                                               

Individually evaluated for impairment

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

Collectively evaluated for impairment

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

Carrying Values:

                                                               

Individually evaluated for impairment

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

Collectively evaluated for impairment

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

The Company utilizes the ratio of the carrying value of individual residential and commercial and industrial mortgage loans compared to the individual appraisal value to evaluate the credit quality of its mortgage loans on real estate (commonly referred to as the loan-to-value ratio). The Company’s residential and commercial and industrial mortgage loans on real estate by credit quality using this ratio as of September 30, 2017 and December 31, 2016 are summarized as follows:

       

Residential Mortgage Loans

   

Commercial and Industrial Mortgage Loans

   

Total Mortgage Loans

 
       

(Unaudited)

           

(Unaudited)

           

(Unaudited)

         

Loan-To-Value Ratio

 

September 30, 2017

   

December 31, 2016

   

September 30, 2017

   

December 31, 2016

   

September 30, 2017

   

December 31, 2016

 

Over 70%

to 80%   $ 19,116,003     $ 14,559,541     $ -     $ -     $ 19,116,003     $ 14,559,541  

Over 60%

to 70%     35,351,370       29,738,887       -       -       35,351,370       29,738,887  

Over 50%

to 60%     25,489,059       15,440,364       844,438       1,051,155       26,333,497       16,491,519  

Over 40%

to 50%     13,520,426       10,399,031       -       -       13,520,426       10,399,031  

Over 30%

to 40%     4,628,716       2,184,351       661,367       203,653       5,290,083       2,388,004  

Over 20%

to 30%     2,287,087       467,410       170,935       -       2,458,022       467,410  

Over 10%

to 20%     755,782       317,936       144,126       -       899,908       317,936  

10%

or less     43,706       8,958       -       -       43,706       8,958  

Total

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

 

35

 

 

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

 

Overview

 

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

 

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

 

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

 

Acquisitions 

 

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

 

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

 

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

 

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

 

Critical Accounting Policies and Estimates 

 

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

 

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For a description of the Company’s critical accounting policies and estimates, please refer to “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.  The Company considers its most critical accounting estimates to be those applied to investments in fixed maturity and equity securities, mortgage loans on real estate, deferred policy acquisition costs, value of insurance business acquired and future policy benefits. There have been no material changes to the Company’s critical accounting policies and estimates since December 31, 2016.

 

Recent Accounting Pronouncements

 

Revenue from Contracts with Customers

 

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

 

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

 

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

 

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

 

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

 

Recognition and Measurement of Financial Assets and Financial Liabilities

 

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

 

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

 

Leases

 

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

 

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

 

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

 

Entities will generally continue to account for leases that commenced before the effective date of this update in accordance with previous U.S. GAAP unless the lease is modified. Lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimal rental payments that were tracked and disclosed under previous U.S. GAAP. The updated guidance is to be applied using a modified retrospective approach effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted.  The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

 

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

 

In March 2016, the FASB issued updated guidance that eliminates the requirement to retroactively apply the equity method of accounting when an investment that was previously accounted for using another method of accounting becomes qualified to apply the equity method due to an increase in the level of ownership interest or degree of influence.  If the investment was previously accounted for as an available-for-sale security, any related unrealized gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for the equity method is recognized through earnings.  The updated guidance is effective for reporting periods beginning after December 15, 2016, and is to be applied prospectively. Early adoption was permitted.  The adoption of this guidance did not have a material effect on the Company’s results of operations, financial position or liquidity.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

In August 2016, the FASB issued specific guidance to reduce the existing diversity in practice in how eight specific cash flow issues of certain cash receipts and cash payments are presented and classified in the statement of cash flows. The updated guidance is effective for annual and interim periods beginning after December 15, 2017, and is to be applied retrospectively. Early adoption is permitted.  The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity.

 

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

 

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

 

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

 

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

 

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Business Combinations – Clarifying the Definition of a Business

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Compensation — Stock Compensation: Scope of Modification Accounting

 

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

 

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

 

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Business Segments

 

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

 

Our business segments are as follows:

 

 

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

 

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

 

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

 

Please see below and Note 4 to the Consolidated Financial Statements for the three and nine months ended September 30, 2017 and 2016 and as of September 30, 2017 and December 31, 2016 for additional information regarding segment information.

 

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

 

FINANCIAL HIGHLIGHTS

 

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

 

   

(Unaudited)

         
   

Three Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Premiums

  $ 4,058,629     $ 3,197,228     $ 861,401  

Net investment income

    4,631,892       3,303,980       1,327,912  

Net realized investment gains (losses)

    (3,486 )     160,308       (163,794 )

Other income

    25,249       10,053       15,196  

Total revenues

    8,712,284       6,671,569       2,040,715  

Benefits and claims

    5,150,753       4,280,477       870,276  

Expenses

    2,023,762       1,804,220       219,542  

Total benefits, claims and expenses

    7,174,515       6,084,697       1,089,818  

Income before federal income tax expense

    1,537,769       586,872       950,897  

Federal income tax expense

    293,117       88,286       204,831  

Net income

  $ 1,244,652     $ 498,586     $ 746,066  

Net income per common share basic and diluted

  $ 0.16     $ 0.06     $ 0.10  

 

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

 

   

(Unaudited)

         
   

Nine Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Premiums

  $ 11,560,664     $ 9,426,803     $ 2,133,861  

Net investment income

    12,296,827       9,922,817       2,374,010  

Net realized investment gains

    254,108       307,250       (53,142 )

Loss on other-than-temporary impairment

    (224,250 )     -       (224,250 )

Other income

    92,376       25,259       67,117  

Total revenues

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

Benefits and claims

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

Expenses

    6,476,727       5,634,579       842,148  

Total benefits, claims and expenses

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

Income before federal income tax expense

    2,576,360       1,337,665       1,238,695  

Federal income tax expense

    520,186       205,667       314,519  

Net income

  $ 2,056,174     $ 1,131,998     $ 924,176  

Net income per common share basic and diluted

  $ 0.26     $ 0.15     $ 0.11  

 

 

Consolidated Condensed Financial Position as of September 30, 2017 and December 31, 2016

 

   

(Unaudited)

           

Amount Change

 
   

September 30, 2017

   

December 31, 2016

   

2017 less 2016

 
                         
                         

Investment assets

  $ 313,384,648     $ 255,214,510     $ 58,170,138  

Other assets

    73,171,973       78,038,103       (4,866,130 )

Total assets

  $ 386,556,621     $ 333,252,613     $ 53,304,008  
                         

Policy liabilities

  $ 341,248,785     $ 290,680,384     $ 50,568,401  

Deferred federal income taxes

    2,071,174       693,470       1,377,704  

Other liabilities

    1,395,790       5,598,484       (4,202,694 )

Total liabilities

    344,715,749       296,972,338       47,743,411  

Shareholders' equity

    41,840,872       36,280,275       5,560,597  

Total liabilities and shareholders' equity

  $ 386,556,621     $ 333,252,613     $ 53,304,008  
                         

Shareholders' equity per common share

  $ 5.36     $ 4.65     $ 0.71  

 

 

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

 

Revenues

 

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

 

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

 

   

(Unaudited)

         
   

Three Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Premiums

  $ 4,058,629     $ 3,197,228     $ 861,401  

Net investment income

    4,631,892       3,303,980       1,327,912  

Net realized investment gains (losses)

    (3,486 )     160,308       (163,794 )

Other income

    25,249       10,053       15,196  

Total revenues

  $ 8,712,284     $ 6,671,569     $ 2,040,715  

 

The $2,040,715 increase in total revenues for the three months ended September 30, 2017 is discussed below.

 

Premiums

 

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

 

   

(Unaudited)

         
   

Three Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Whole life and term first year

  $ 43,122     $ 44,599     $ (1,477 )

Whole life and term renewal

    557,335       588,416       (31,081 )

Final expense first year

    1,215,515       920,613       294,902  

Final expense renewal

    2,242,657       1,643,600       599,057  

Total premiums

  $ 4,058,629     $ 3,197,228     $ 861,401  

 

The $861,401 increase in premiums for the three months ended September 30, 2017 is primarily due to a $599,057 increase in final expense renewal premiums and a $294,902 increase in final expense first year premiums. The increase in final expense first year premiums represents management’s focus on expanding final expense production by contracting new, independent agents in expanded locations. The increase in final expense renewal premiums reflects the persistency of prior years’ final expense production. Our marketing efforts are focused on final expense and annuity production.

 

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Net Investment Income

 

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

 

   

(Unaudited)

         
   

Three Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Fixed maturity securities

  $ 1,731,931     $ 1,435,041     $ 296,890  

Equity securities

    4,382       6,728       (2,346 )

Other long-term investments

    967,959       687,042       280,917  

Mortgage loans

    2,379,176       1,417,445       961,731  

Policy loans

    28,640       27,348       1,292  

Real estate

    93,943       62,391       31,552  

Short-term and other investments

    72,935       56,806       16,129  

Gross investment income

    5,278,966       3,692,801       1,586,165  

Investment expenses

    (647,074 )     (388,821 )     258,253  

Net investment income

  $ 4,631,892     $ 3,303,980     $ 1,327,912  

 

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

 

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

 

Net Realized Investment Gains (Losses)

 

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

 

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

 

   

(Unaudited)

         
   

Three Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Fixed maturity securities available-for-sale:

                       

Sale proceeds

  $ 4,536,924     $ 7,368,724     $ (2,831,800 )

Amortized cost at sale date

    4,540,410       7,161,834       (2,621,424 )

Net realized gains (losses)

  $ (3,486 )   $ 206,890     $ (210,376 )

Mortgage loans on real estate:

                       

Payments and early payoffs of mortgage loans

  $ 5,405,626     $ 7,655,905     $ (2,250,279 )

Principal collections

    5,405,626       7,702,487       (2,296,861 )

Net realized (losses)

  $ -     $ (46,582 )   $ 46,582  

Net realized investment gains (losses)

  $ (3,486 )   $ 160,308     $ (163,794 )

 

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Total Benefits, Claims and Expenses

 

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

 

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

 

   

(Unaudited)

         
   

Three Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Benefits and claims

                       

Increase in future policy benefits

  $ 1,291,943     $ 1,357,212     $ (65,269 )

Death benefits

    1,310,697       881,928       428,769  

Surrenders

    186,202       205,356       (19,154 )

Interest credited to policyholders

    2,293,419       1,754,941       538,478  

Dividend, endowment and supplementary life contract benefits

    68,492       81,040       (12,548 )

Total benefits and claims

    5,150,753       4,280,477       870,276  

Expenses

                       

Policy acquisition costs deferred

    (2,369,432 )     (2,023,246 )     (346,186 )

Amortization of deferred policy acquisition costs

    890,135       536,901       353,234  

Amortization of value of insurance business acquired

    88,625       91,966       (3,341 )

Commissions

    2,051,910       1,954,586       97,324  

Other underwriting, insurance and acquisition expenses

    1,362,524       1,244,013       118,511  

Total expenses

    2,023,762       1,804,220       219,542  

Total benefits, claims and expenses

  $ 7,174,515     $ 6,084,697     $ 1,089,818  

 

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

 

Benefits and Claims

 

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

 

 

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

 

 

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

 

Deferral and Amortization of Deferred Acquisition Costs

 

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

 

45

 

 

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

 

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

 

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

 

Amortization of Value of Insurance Business Acquired

 

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

 

Commissions

 

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

 

   

(Unaudited)

         
   

Three Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Annuity

  $ 325,415     $ 652,377     $ (326,962 )

Whole life and term first year

    37,637       30,368       7,269  

Whole life and term renewal

    19,890       24,033       (4,143 )

Final expense first year

    1,453,356       1,098,269       355,087  

Final expense renewal

    215,612       149,539       66,073  

Total commissions

  $ 2,051,910     $ 1,954,586     $ 97,324  

 

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

 

Other Underwriting, Insurance and Acquisition Expenses

 

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

 

46

 

 

Federal Income Taxes

 

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

 

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

 

Net Income Per Common Share Basic and Diluted

 

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

 

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

 

Business Segments

 

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

 

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

 

   

(Unaudited)

         
   

Three Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Revenues:

                       

Life insurance operations

  $ 4,723,138     $ 3,720,401     $ 1,002,737  

Annuity operations

    3,903,408       2,802,934       1,100,474  

Corporate operations

    85,738       148,234       (62,496 )

Total

  $ 8,712,284     $ 6,671,569     $ 2,040,715  

Income before income taxes:

                       

Life insurance operations

  $ 345,522     $ 35,230     $ 310,292  

Annuity operations

    1,141,492       436,051       705,441  

Corporate operations

    50,755       115,591       (64,836 )

Total

  $ 1,537,769     $ 586,872     $ 950,897  

 

47

 

 

Life Insurance Operations

 

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

 

 

$861,401 increase in premiums

 

 

$174,789 increase in net investment income

 

 

$5,935 decrease in other income

 

 

$27,518 decrease in net realized investment gains

 

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

 

 

$861,401 increase in premiums

 

 

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

 

 

$174,789 increase in net investment income

 

 

$65,269 decrease in future policy benefits

 

 

$19,154 decrease in surrenders

 

 

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

 

 

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

 

 

$5,935 decrease in other income

 

 

$27,518 decrease in net realized investment gains

 

 

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

 

 

$424,286 increase in commissions

 

 

$428,769 increase in death benefits

 

Annuity Operations

 

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

 

 

$1,236,750 increase in net investment income

 

 

$136,276 decrease in net realized investment gains

 

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

 

 

$1,236,750 increase in net investment income

 

 

$326,962 decrease in commissions

 

48

 

 

 

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

 

 

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

 

 

$136,276 decrease in net realized investment gains

 

 

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

 

 

$538,478 increase in interest credited to policyholders

 

Corporate Operations

 

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

 

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

 

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

 

Revenues

 

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

 

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

 

   

(Unaudited)

         
   

Nine Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Premiums

  $ 11,560,664     $ 9,426,803     $ 2,133,861  

Net investment income

    12,296,827       9,922,817       2,374,010  

Net realized investment gains

    254,108       307,250       (53,142 )

Loss on other-than-temporary impairment

    (224,250 )     -       (224,250 )

Other income

    92,376       25,259       67,117  

Total revenues

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

 

 

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

 

 

    

 

49

 

  

Premiums

 

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

 

   

(Unaudited)

         
   

Nine Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Whole life and term first year

  $ 125,009     $ 167,783     $ (42,774 )

Whole life and term renewal

    1,718,302       1,857,418       (139,116 )

Final expense first year

    3,496,902       2,526,244       970,658  

Final expense renewal

    6,213,881       4,496,784       1,717,097  

Supplementary contracts with life contingencies

    6,570       378,574       (372,004 )

Total premiums

  $ 11,560,664     $ 9,426,803     $ 2,133,861  

 

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

 

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

 

Net Investment Income

 

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

 

   

(Unaudited)

         
   

Nine Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Fixed maturity securities

  $ 4,887,826     $ 4,535,560     $ 352,266  

Equity securities

    14,540       20,568       (6,028 )

Other long-term investments

    2,707,438       1,857,366       850,072  

Mortgage loans

    5,923,207       4,098,943       1,824,264  

Policy loans

    84,657       79,937       4,720  

Real estate

    281,366       246,327       35,039  

Short-term and other investments

    296,019       198,950       97,069  

Gross investment income

    14,195,053       11,037,651       3,157,402  

Investment expenses

    (1,898,226 )     (1,114,834 )     783,392  

Net investment income

  $ 12,296,827     $ 9,922,817     $ 2,374,010  

 

The $3,157,402 increase in gross investment income for the nine months ended September 30, 2017 is primarily due to increases in investments in mortgage loans, other long-term investments and fixed maturity securities. In the twelve months since September 30, 2016, we had increased investments in mortgage loans of $35.1 million, other long-term investments of $16.0 million and fixed maturity securities of $13.5 million.

 

50

 

 

The $783,392 increase in investment expense is primarily related to increased production of investments in mortgage loans on real estate including the costs of the Company’s mortgage loan department that are fully assigned to investment expenses beginning in 2017.

 

Net Realized Investment Gains (Losses)

 

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

 

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

 

   

(Unaudited)

         
   

Nine Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Fixed maturity securities available-for-sale:

                       

Sale proceeds

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

Amortized cost at sale date

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

Net realized gains

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

Equity securities available-for-sale:

                       

Sale proceeds

  $ -     $ 128,010     $ (128,010 )

Cost at sale date

    -       120,767       (120,767 )

Net realized gains

  $ -     $ 7,243     $ (7,243 )
                         

Mortgage loans on real estate:

                       

Payments and early payoffs of mortgage loans

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

Principal collections

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

Net realized losses

  $ -     $ (28,591 )   $ 28,591  
                         

Investment real estate:

                       

Sale proceeds

  $ 190,084     $ -     $ 190,084  

Carrying value at sale date

    185,702       -       185,702  

Net realized gains

  $ 4,382     $ -     $ 4,382  
                         

Other long-term investments

                       

Sale proceeds

  $ 792,012     $ -     $ 792,012  

Carrying value at sale date

    729,737       -       729,737  

Net realized gains

  $ 62,275     $ -     $ 62,275  

Net realized investment gains

  $ 254,108     $ 307,250     $ (53,142 )

 

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

 

51

 

 

Total Benefits, Claims and Expenses

 

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

 

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

 

   

(Unaudited)

         
   

Nine Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Benefits and claims

                       

Increase in future policy benefits

  $ 3,733,907     $ 3,995,230     $ (261,323 )

Death benefits

    3,744,278       2,868,216       876,062  

Surrenders

    717,790       541,725       176,065  

Interest credited to policyholders

    6,530,403       5,090,162       1,440,241  

Dividend, endowment and supplementary life contract benefits

    200,260       214,552       (14,292 )

Total benefits and claims

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

Expenses

                       

Policy acquisition costs deferred

    (7,370,469 )     (5,142,381 )     (2,228,088 )

Amortization of deferred policy acquisition costs

    2,318,277       1,588,938       729,339  

Amortization of value of insurance business acquired

    298,089       281,175       16,914  

Commissions

    6,641,883       4,783,307       1,858,576  

Other underwriting, insurance and acquisition expenses

    4,588,947       4,123,540       465,407  

Total expenses

    6,476,727       5,634,579       842,148  

Total benefits, claims and expenses

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

 

The $3,058,901 increase in total benefits, claims and expenses for the nine months ended September 30, 2017 is discussed below.

 

Benefits and Claims

 

The $2,216,753 increase in benefits and claims for the nine months ended September 30, 2017 is primarily due to the following:

 

 

$1,440,241 increase in interest credited to policyholders is primarily due to an increase of approximately $67,100,000 in the amount of policyholders’ account balances in the consolidated statement of financial position (increased deposits and interest credited in excess of withdrawals) since September 30, 2016.

 

 

$876,062 increase in death benefits is primarily due to a $353,000 increase in whole life and term settlements, $374,000 increase in final expense settlements and a $146,000 decrease in ceded claims. The increase in final expense incurred claims is expected by the Company due to the continued growth in the number and amount of final expense policies in force.

 

52

 

 

Deferral and Amortization of Deferred Acquisition Costs

 

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

 

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

 

For the nine months ended September 30, 2017 and 2016, capitalized costs were $7,370,469 and $5,142,381, respectively. Amortization of deferred policy acquisition costs for the nine months ended September 30, 2017 and 2016 were $2,318,277 and $1,588,938, respectively.

 

The $2,228,088 increase in the 2017 acquisition costs deferred primarily relates to increased final expense and annuity production. The $729,339 increase in the 2017 amortization of deferred acquisition costs is primarily due to an increased number and amount of final expense policies in force, lapsation of ordinary life policies and annuity contracts reflected by increased death benefits, surrenders and annuity withdrawals.

 

Amortization of Value of Insurance Business Acquired

 

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

 

Commissions

 

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

 

   

(Unaudited)

         
   

Nine Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Annuity

  $ 1,697,220     $ 1,209,118     $ 488,102  

Whole life and term first year

    110,426       89,432       20,994  

Whole life and term renewal

    61,762       77,099       (15,337 )

Final expense first year

    4,181,772       3,006,846       1,174,926  

Final expense renewal

    590,703       400,812       189,891  

Total commissions

  $ 6,641,883     $ 4,783,307     $ 1,858,576  

 

The $1,858,576 increase in commissions for the nine months ended September 30, 2017 is primarily due to a $1,174,926 increase in final expense first year commissions that correspond to the $970,658 increase in final expense first year premiums, a $189,891 increase in final expense renewal commissions that corresponds to the $1,717,097 increase in final expense renewal premiums and a $488,102 increase in annuity commissions that corresponds to a $22,119,656 increase in policyholders’ account deposits for the nine months ended September 30, 2017 compared to the corresponding period in 2016.

.

 

53

 

 

Other Underwriting, Insurance and Acquisition Expenses

 

The $465,407 increase in other underwriting, insurance and acquisition expenses for the nine months ended September 30, 2017 was primarily related to increased acquisition and maintenance costs associated with increased final expense and annuity production, increased third party administration fees primarily related to the increased number of policies in force and increased service requests, increased salaries and benefits due to increased staffing levels and increased salary and bonus levels that exceeded the costs of the Company’s mortgage loan department that are fully assigned to investment expenses beginning in 2017, decreased legal fees and no bad debts recorded in 2017 for FTCC.

 

Federal Income Taxes

 

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

 

For the nine months ended September 30, 2017 and 2016, current income tax expense was $18,589 and $41,982, respectively. Deferred federal income tax expense was $501,597 and $163,685 for the nine months ended September 30, 2017 and 2016, respectively. The increase in deferred income taxes is primarily due to faster growth in deferred policy acquisition costs on the U.S. GAAP statement of financial position compared to the tax-basis balance sheet.

 

Net Income Per Common Share Basic and Diluted

 

Net income was $2,056,174 ($0.26 per common share basic and diluted) and $1,131,998 ($0.15 per common share basic and diluted) for the nine months ended September 30, 2017 and 2016, respectively.

 

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

 

Business Segments

 

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

 

54

 

 

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

 

   

(Unaudited)

         
   

Nine Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Revenues:

                       

Life insurance operations

  $ 13,321,087     $ 11,068,191     $ 2,252,896  

Annuity operations

    10,377,974       8,158,645       2,219,329  

Corporate operations

    280,664       455,293       (174,629 )

Total

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

Income before income taxes:

                       

Life insurance operations

  $ 899,547     $ 87,745     $ 811,802  

Annuity operations

    1,488,848       1,014,476       474,372  

Corporate operations

    187,965       235,444       (47,479 )

Total

  $ 2,576,360     $ 1,337,665     $ 1,238,695  

 

Life Insurance Operations

 

The $2,252,896 increase in revenues from Life Insurance Operations for the nine months ended September 30, 2017 is primarily due to the following:

 

 

$2,133,861 increase in premiums

 

 

$167,146 increase in net investment income

 

 

$4,095 decrease in other income

 

 

$44,016 decrease in net realized investment gains (that also includes a loss on other-than-temporary impairment)

 

The $811,802 increased profitability from Life Insurance Operations for the nine months ended September 30, 2017 is primarily due to the following:

 

 

$2,133,861 increase in premiums

 

 

$1,230,193 increase in policy acquisition costs deferred net of amortization

 

 

$261,323 decrease in future policy benefits

 

 

$167,146 increase in net investment income

 

 

$14,292 decrease in dividend, endowment and supplementary life contract benefits

 

 

$4,095 decrease in other income

 

 

$8,457 increase in amortization of value of insurance business acquired

 

 

$44,016 decrease in net realized investment gains (that also includes a loss on other-than-temporary impairment)

 

 

$176,065 increase in surrenders

 

 

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

 

55

 

 

 

$876,062 increase in death benefits

 

 

$1,370,474 increase in commissions

 

Annuity Operations

 

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

 

 

$2,452,705 increase in net investment income

 

 

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

 

The $474,372 increased profitability from Annuity Operations for the nine months ended September 30, 2017 is due to the following:

 

 

$2,452,705 increase in net investment income

 

 

$268,556 increase in policy acquisition costs deferred net of amortization

 

 

$8,457 increase in amortization of value of insurance business acquired

 

 

$76,713 increase in other underwriting, insurance and acquisition expenses

 

 

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

 

 

$488,102 increase in commissions

 

 

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

 

Corporate Operations

 

The $174,629 decrease in revenues from Corporate Operations for the nine months ended September 30, 2017 is primarily due to $245,841 of decreased net investment income that exceeded $71,212 of increased other income.

 

The $47,479 decreased Corporate Operations profitability for the nine months ended September 30, 2017 is primarily due to $245,841 of decreased net investment income that exceeded $71,212 of increased other income and $127,150 of decreased operating expenses.

 

56

 

 

Consolidated Financial Condition

 

Our invested assets as of September 30, 2017 and December 31, 2016 are summarized as follows:

 

   

(Unaudited)

           

Amount Change

 
   

September 30, 2017

   

December 31, 2016

   

2017 less 2016

 

Assets

                       

Investments

                       

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

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

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

    672,358       638,407       33,951  

Mortgage loans on real estate

    103,013,015       74,371,286       28,641,729  

Investment real estate

    2,354,311       2,506,673       (152,362 )

Policy loans

    1,626,771       1,598,116       28,655  

Other long-term investments

    57,675,405       46,788,873       10,886,532  

Total investments

  $ 313,384,648     $ 255,214,510     $ 58,170,138  

 

The $18,731,633 and $36,034 increases in fixed maturity available-for-sale securities for the nine months ended September 30, 2017 and 2016, respectively, are summarized as follows:

 

   

Nine Months Ended September 30, (Unaudited)

 
   

2017

   

2016

 
   

Amount

   

Amount

 

Fixed maturity securities, available-for-sale, beginning

  $ 129,311,155     $ 134,556,027  

Purchases

    32,830,057       6,163,564  

Unrealized appreciation

    4,429,221       9,078,142  

Net realized investment gains (losses)

    (36,799 )     328,598  

Sales proceeds

    (10,378,173 )     (10,205,935 )

Maturities

    (6,762,000 )     (4,657,000 )

Transfer to other long-term investments

    (729,737 )     -  

Premium amortization

    (620,936 )     (671,335 )

Increase

    18,731,633       36,034  

Fixed maturity securities, available-for-sale, ending

  $ 148,042,788     $ 134,592,061  

 

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

 

57

 

 

The $33,951 increase and $79,376 decrease in equity securities available-for-sale for the nine months ended September 30, 2017 and 2016, respectively, are summarized as follows:

 

   

Nine Months Ended September 30, (Unaudited)

 
   

2017

   

2016

 
   

Amount

   

Amount

 

Equity securities, available-for-sale, beginning

  $ 638,407     $ 892,800  

Purchases

    2,832       14,480  

Sales proceeds

    -       (128,010 )

Unrealized appreciation

    31,119       26,911  

Net realized investment gains

    -       7,243  

Increase (decrease)

    33,951       (79,376 )

Equity securities, available-for-sale, ending

  $ 672,358     $ 813,424  

 

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

 

The $28,641,729 and $9,122,385 increases in mortgage loans on real estate for the nine months ended September 30, 2017 and 2016, respectively, are summarized as follows:

 

   

Nine Months Ended September 30, (Unaudited)

 
   

2017

   

2016

 
   

Amount

   

Amount

 

Mortgage loans on real estate, beginning

  $ 74,371,286     $ 58,774,918  

Purchases

    44,857,137       20,669,087  

Capitalization of loan origination fees

    -       4,530  

Discount accretion

    206,161       83,536  

Net realized investment gains

    -       (28,591 )

Payments

    (16,129,739 )     (11,317,427 )

Foreclosed - transferred to real estate

    (142,455 )     (198,622 )

Increase in allowance for bad debts

    (105,024 )     (36,096 )

Amortization of loan origination fees

    (44,351 )     (54,032 )

Increase

    28,641,729       9,122,385  

Mortgage loans on real estate, ending

  $ 103,013,015     $ 67,897,303  

 

58

 

 

The $152,362 decrease and $89,505 increase in investment real estate for the nine months ended September 30, 2017 and 2016, respectively, are summarized as follows:

 

   

(Unaudited)

 
   

Nine Months Ended September 30,

 
   

2017

   

2016

 
   

Amount

   

Amount

 

Investment real estate, beginning

  $ 2,506,673     $ 2,326,558  

Acquired through foreclosure

    142,455       198,622  

Sales proceeds

    (190,084 )     -  

Depreciation of building

    (109,115 )     (109,117 )

Net realized investment gains

    4,382       -  

Increase (decrease)

    (152,362 )     89,505  

Investment real estate, ending

  $ 2,354,311     $ 2,416,063  

 

The $10,886,532 and $10,091,564 increases in other long-term investments (composed primarily of lottery receivables) for the nine months ended September 30, 2017 and 2016, respectively, are summarized as follows:

 

   

Nine Months Ended September 30, (Unaudited)

 
   

2017

   

2016

 
   

Amount

   

Amount

 

Other long-term investments, beginning

  $ 46,788,873     $ 31,566,927  

Purchases

    14,036,084       11,340,463  

Transfer from fixed maturity available-for-sale securities

    729,737       -  

Accretion of discount

    2,713,543       1,865,829  

Net realized investment gains

    62,275       -  

Sales proceeds

    (792,012 )     -  

Payments

    (5,863,095 )     (3,114,728 )

Increase

    10,886,532       10,091,564  

Other long-term investments, ending

  $ 57,675,405     $ 41,658,491  

 

Our assets other than invested assets as of September 30, 2017 and December 31, 2016 are summarized as follows:

 

   

(Unaudited)

           

Amount Change

 
   

September 30, 2017

   

December 31, 2016

   

2017 less 2016

 
                         

Cash and cash equivalents

  $ 28,959,503     $ 34,223,945     $ (5,264,442 )

Accrued investment income

    2,618,245       2,176,770       441,475  

Recoverable from reinsurers

    1,157,109       1,258,938       (101,829 )

Agents' balances and due premiums

    1,602,599       1,419,250       183,349  

Deferred policy acquisition costs

    23,164,372       18,191,990       4,972,382  

Value of insurance business acquired

    5,610,747       5,908,835       (298,088 )

Other assets

    10,059,398       14,858,375       (4,798,977 )

Assets other than investment assets

  $ 73,171,973     $ 78,038,103     $ (4,866,130 )

 

The $5,264,442 decrease in cash and cash equivalents is discussed below in the “Liquidity and Capital Resources” section where cash flows are addressed.

 

59

 

 

The $441,475 increase in accrued investment income is primarily due to the $58,170,138 increase in invested assets during the first nine months of 2017.

 

The $183,349 increase in 2017 agents’ balances and due premiums is due to a $183,033 increase in agents’ balances and $316 increase in due premiums. The increase in agents’ balances is due to increased production of final expense policies resulting in increased advances of commissions to agents. The Company closely monitors commission advances and has not historically experienced, nor expects to experience, future collection problems.

 

Our other assets as of September 30, 2017 and December 31, 2016 are summarized as follows:

 

   

(Unaudited)

           

Amount Change

 
   

September 30, 2017

   

December 31, 2016

   

2017 less 2016

 

Advances to mortgage loan originator

  $ 4,654,494     $ 5,207,380     $ (552,886 )

Federal and state income taxes recoverable

    2,941,670       2,220,566       721,104  

Notes receivable

    448,258       464,366       (16,108 )

Accrual of mortgage loan and long-term investment payments due

    1,298,343       511,585       786,758  

Receivable for securities sold

    550,000       6,288,274       (5,738,274 )

Guaranty funds

    78,800       78,711       89  

Other receivables, prepaid assets and deposits

    87,833       87,493       340  

Total other assets

  $ 10,059,398     $ 14,858,375     $ (4,798,977 )

 

There was a $552,886 decrease in advances to one mortgage loan originator who acquires residential mortgage loans for our life companies.  

 

As of September 30, 2017, the Company had $550,000 in security sales where the trade date and settlement date were in different financial reporting periods compared to $6,288,274 of security sales overlapping financial reporting periods as of December 31, 2016.

 

There was a $721,104 increase in federal and state income taxes recoverable is primarily due to federal and state tax withholdings on lottery receivables.

 

There was a $786,758 increase in the accrual of mortgage loans and long-term investment payments due based upon the scheduled timing of investment payments remitted by the third party servicers. Those cash payments were received in October 2017.

 

On April 15, 2017, the Company renewed its previous one-year loan of $400,000 to its former Chairman. The renewed loan also has a term of one year and a contractual interest rate of 5.00%. The loan is collateralized by 100,000 shares of the Company’s Class A Common stock owned by the former Chairman.

 

60

 

 

Our liabilities as of September 30, 2017 and December 31, 2016 are summarized as follows:

 

   

(Unaudited)

           

Amount Change

 
   

September 30, 2017

   

December 31, 2016

   

2017 less 2016

 
                         

Policy liabilities

                       

Policyholders' account balances

  $ 292,128,688     $ 245,346,489     $ 46,782,199  

Future policy benefits

    48,002,489       44,266,227       3,736,262  

Policy claims

    1,027,121       997,814       29,307  

Other policy liabilities

    90,487       69,854       20,633  

Total policy liabilities

    341,248,785       290,680,384       50,568,401  

Deferred federal income taxes

    2,071,174       693,470       1,377,704  

Other liabilities

    1,395,790       5,598,484       (4,202,694 )

Total liabilities

  $ 344,715,749     $ 296,972,338     $ 47,743,411  

 

The $46,782,199 and $27,310,106 increase in policyholders’ account balances for the nine months ended September 30, 2017 and 2016, respectively, are summarized as follows:

 

   

Nine Months Ended September 30, (Unaudited)

 
   

2017

   

2016

 
   

Amount

   

Amount

 

Policyholders' account balances, beginning

  $ 245,346,489     $ 197,688,616  

Deposits

    54,296,750       32,177,094  

Withdrawals

    (14,044,954 )     (9,957,150 )

Interest credited

    6,530,403       5,090,162  

Increase

    46,782,199       27,310,106  

Policyholders' account balances, ending

  $ 292,128,688     $ 224,998,722  

 

The $3,736,262 increase in future policy benefits during the nine months ended September 30, 2017 is primarily related to the production of new life insurance policies, initial sales of policies to older age bands (resulting in increased mortality reserve charges) and the aging of existing policies.

 

The $1,377,704 increase in deferred federal income taxes during the nine months ended September 30, 2017 was due to $876,107 of increased deferred federal income taxes on the unrealized appreciation of fixed maturity and equity securities available-for-sale and $501,597 of operating deferred federal tax expense.

 

61

 

 

Our other liabilities as of September 30, 2017 and December 31, 2016 are summarized as follows:

 

   

(Unaudited)

           

Amount Change

 
   

September 30, 2017

   

December 31, 2016

   

2017 less 2016

 

Suspense accounts payable

  $ 575,853     $ 4,684,726     $ (4,108,873 )

Accrued expenses payable

    565,762       527,938       37,824  

Payable for securities purchased

    176,249       234,225       (57,976 )

Guaranty fund assessments

    60,000       60,000       -  

Unearned investment income

    57,398       48,466       8,932  

Deferred revenue

    32,491       29,632       2,859  

Unclaimed funds

    25,820       23,057       2,763  

Other payables, withholdings and escrows

    (97,783 )     (9,560 )     (88,223 )

Total other liabilities

  $ 1,395,790     $ 5,598,484     $ (4,202,694 )

 

The $4,108,873 decrease in suspense accounts payable is primarily due to decreased deposits on policy applications that had not been issued as of the financial reporting date.

 

Liquidity and Capital Resources

 

Our operations have been financed primarily through the private placement of equity securities and intrastate public stock offerings. Through September 30, 2017, we have received $27,119,480 from the sale of our shares.

 

The Company raised $1,450,000 from two private placements during 2004 and $25,669,480 from two public stock offerings and one private placement stock offering from June 22, 2005 through February 23, 2007; June 29, 2010 through April 30, 2012; and August 15, 2012 through March 8, 2013. The Company issued 7,347,488 shares of its common stock and incurred $3,624,518 of offering costs during these private placements and public stock offerings.

 

The Company also issued 702,685 shares of its common stock in connection with two stock dividends paid to shareholders in 2011 and 2012 that resulted in accumulated earnings being charged $5,270,138 with an offsetting credit of $5,270,138 to common stock and additional paid-in capital.

 

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

 

As of September 30, 2017, we had cash and cash equivalents totaling $28,959,503. As of September 30, 2017, cash and cash equivalents of $10,594,184 and $15,125,591, respectively, were held by FBLIC and TLIC and may not be available for use by FTFC due to the required pre-approval by the Missouri Department of Insurance and OID of any dividend or intercompany transaction to transfer funds to FTFC. The maximum dividend, which may be paid in any twelve-month period without notification or approval, is limited to the greater of 10% of statutory surplus as of December 31 of the preceding year or the net gain from operations of the preceding calendar year.

 

Cash dividends may only be paid out of surplus derived from realized net profits. Based on these limitations, there is capacity for TLIC to pay a dividend up to $1,852,287 in 2017 without prior approval. In addition, based on those limitations, there is the capacity for FBLIC to pay a dividend up to $914,179 in 2017 without prior approval. FBLIC paid dividends of $1,000,000 to TLIC in 2016. Dividends paid by FBLIC are eliminated in consolidation. TLIC has paid no dividends to FTFC.

 

The Company maintains cash and cash equivalents at multiple institutions. The Federal Deposit Insurance Corporation insures interest and non-interest bearing accounts up to $250,000. Uninsured balances aggregate $18,349,060 and $22,117,921 as of September 30, 2017 and December 31, 2016, respectively. Other funds are invested in mutual funds that invest in U.S. government securities. We monitor the solvency of all financial institutions in which we have funds to minimize the exposure for loss. The Company has not experienced any losses in such accounts.

 

62

 

 

On September 1, 2017, the Company agreed to a $1.0 million line of credit with a bank to provide working capital and funds for expansion.  The terms of the line of credit allow for advances, repayments and re-borrowings through the maturity date of July 1, 2018.  The outstanding advances incur interest at a variable interest rate of the prime rate set forth in the Wall Street Journal plus 1% per annum adjusting monthly based on a 360 day year.  This line of credit is subject to annual renewal based upon the discretion of both the Company and the bank.

 

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

 

   

(Unaudited)

         
   

Nine Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Net cash provided by operating activities

  $ 414,471     $ 4,228,919     $ (3,814,448 )

Net cash used in investing activities

    (45,930,709 )     (8,793,138 )     (37,137,571 )

Net cash provided by financing activities

    40,251,796       22,219,944       18,031,852  

Increase (decrease) in cash

    (5,264,442 )     17,655,725       (22,920,167 )

Cash and cash equivalents, beginning of period

    34,223,945       9,047,586       25,176,359  

Cash and cash equivalents, end of period

  $ 28,959,503     $ 26,703,311     $ 2,256,192  

 

The $414,471 and $4,228,919 of cash provided by operating activities for the nine months ended September 30, 2017 and 2016, respectively, are summarized as follows:

 

   

(Unaudited)

         
   

Nine Months Ended September 30,

   

Amount Change

 
   

2017

   

2016

   

2017 less 2016

 

Premiums collected

  $ 11,582,534     $ 9,441,443     $ 2,141,091  

Net investment income collected

    8,778,763       7,429,581       1,349,182  

Death benefits paid

    (3,613,141 )     (2,811,463 )     (801,678 )

Surrenders paid

    (717,790 )     (541,725 )     (176,065 )

Commissions paid

    (6,824,917 )     (5,135,536 )     (1,689,381 )

Other underwriting, insurance and acquisition expenses paid

    (4,359,559 )     (3,679,616 )     (679,943 )

Taxes paid

    (739,692 )     (518,966 )     (220,726 )

Advances to mortgage loan originator

    552,886       (2,466,020 )     3,018,906  

Deposited policy applications unissued

    (4,108,873 )     2,220,132       (6,329,005 )

Decrease in short-term investments

    -       549,851       (549,851 )

Other

    (135,740 )     (258,762 )     123,022  

Increase in cash provided by operating activities

  $ 414,471     $ 4,228,919     $ (3,814,448 )

 

Please see the statements of cash flows for the nine months ended September 30, 2017 and 2016 for a summary of the components of net cash used in investing activities and provided by financing activities.

 

63

 

 

Our shareholders’ equity as of September 30, 2017 and December 31, 2016 is summarized as follows:

 

   

(Unaudited)

           

Amount Change

 
   

September 30, 2017

   

December 31, 2016

   

2017 less 2016

 
                         

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

  $ 80,502     $ 80,502     $ -  

Additional paid-in capital

    28,684,598       28,684,598       -  

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

    (893,947 )     (893,947 )     -  

Accumulated other comprehensive income

    4,323,099       818,676       3,504,423  

Accumulated earnings

    9,646,620       7,590,446       2,056,174  

Total shareholders' equity

  $ 41,840,872     $ 36,280,275     $ 5,560,597  

 

The increase in shareholders’ equity of $5,560,597 for the nine months ended September 30, 2017 is due to $3,504,423 of other comprehensive income and net income of $2,056,174.

 

Equity per common share outstanding increased 15.3% from $4.65 per share as of December 31, 2016 to $5.36 per share as of September 30, 2017, based upon 7,802,593 common shares outstanding as of both September 30, 2017 and December 31, 2016.

 

The liquidity requirements of our life insurance companies are met primarily by funds provided from operations. Premium and annuity consideration deposits, investment income and investment maturities are the primary sources of funds, while investment purchases, policy benefits, and operating expenses are the primary uses of funds. There were no liquidity issues in 2017 or 2016. Our investments include marketable debt securities that could be readily converted to cash for liquidity needs.

 

We are subject to various market risks. The quality of our investment portfolio and the current level of shareholders’ equity continue to provide a sound financial base as we strive to expand our marketing to offer competitive products. Our investment portfolio had unrealized appreciation (depreciation) on available-for-sale securities of $5,500,237 and $1,039,897 as of September 30, 2017 and December 31, 2016, respectively, prior to the impact of income taxes and deferred acquisition cost adjustments. An increase of $4,423,541 in unrealized gains arising for the nine months ended September 30, 2017 has been offset by the 2017 net realized investment losses of $36,799 originating from the sale and call activity for fixed maturity securities available-for-sale resulting in net unrealized gains on investments of $4,460,340.

 

A primary liquidity concern is the risk of an extraordinary level of early policyholder withdrawals. We include provisions within our insurance policies, such as surrender charges, that help limit and discourage early withdrawals. Individual life insurance policies are less susceptible to withdrawal than annuity reserves and deposit liabilities because policyholders may incur surrender charges and undergo a new underwriting process in order to obtain a new insurance policy. Cash flow projections and cash flow tests under various market interest rate scenarios are also performed annually to assist in evaluating liquidity needs and adequacy. We currently anticipate that available liquidity sources and future cash flows will be adequate to meet our needs for funds.

 

One of our significant risks relates to the fluctuations in interest rates. Regarding interest rates, the value of our available-for-sale fixed maturity securities investment portfolio will increase or decrease in an inverse relationship with fluctuations in interest rates, while net investment income earned on newly acquired available-for-sale fixed maturity securities increases or decreases in direct relationship with interest rate changes.

 

From an income perspective, we are exposed to rising interest rates which could be a significant risk, as TLIC's and FBLIC’s annuity business is impacted by changes in interest rates. Life insurance company policy liabilities bear fixed rates. From a liquidity perspective, our fixed rate policy liabilities are relatively insensitive to interest rate fluctuations.

 

64

 

 

We believe gradual increases in interest rates do not present a significant liquidity exposure for the life insurance policies and annuity contracts. We maintain conservative durations in our fixed maturity portfolio.

 

As of September 30, 2017, cash and cash equivalents, the fair value of fixed maturity available-for-sale securities with maturities of less than one year and the fair value of lottery receivables with maturities of less than one year equaled 13.1% of total policy liabilities. If interest rates rise significantly in a short time frame, there can be no assurance that the life insurance industry, including the Company, would not experience increased levels of surrenders and reduced sales, and thereby be materially adversely affected.

 

In addition to the measures described above, TLIC and FBLIC must comply with the National Association of Insurance Commissioners promulgated Standard Valuation Law ("SVL") which specifies minimum reserve levels and prescribes methods for determining them, with the intent of enhancing solvency. Upon meeting certain tests, which TLIC and FBLIC met during 2016, the SVL also requires the Company to perform annual cash flow testing for TLIC and FBLIC. This testing is designed to ensure that statutory reserve levels will maintain adequate protection in a variety of potential interest rate scenarios. The Actuarial Standards Board of the American Academy of Actuaries also requires cash flow testing as a basis for the actuarial opinion on the adequacy of the reserves which is a required part of the annual statutory reporting process.

 

Our marketing plan could be modified to emphasize certain product types and reduce others. New business levels could be varied in order to find the optimum level. We believe that our current liquidity, current bond portfolio maturity distribution and cash position give us substantial resources to administer our existing business and fund growth generated by direct sales.

 

The operations of TLIC and FBLIC may require additional capital contributions to meet statutory capital and surplus requirements mandated by state insurance departments. Life insurance contract liabilities are generally long term in nature and are generally paid from future cash flows or existing assets and reserves. We will service other expenses and commitments by: (1) using available cash, (2) dividends from TLIC and FBLIC that are limited by law to the greater of prior year net operating income or 10% of prior year-end surplus unless specifically approved by the controlling insurance department, (3) public and private offerings of our common stock and (4) corporate borrowings, if necessary.

 

Effective January 1, 2017, the Company entered into a revised advance agreement with one loan originator. As of September 30, 2017, the Company has outstanding advances to this loan originator totaling $4,654,494. The advances are secured by $6,015,814 of residential mortgage loans on real estate that are assigned to the Company. The Company has committed to fund up to an additional $845,506 to the loan originator that would result in additional security in the form of residential mortgage loans on real estate to be assigned to the Company.

 

Effective January 1, 2017, the Company also entered into a revised escrow agreement with the same loan originator. According to the revised terms of the escrow agreement, as of September 30, 2017, $559,570 of additional and secured residential mortgage loan balances on real estate are held in escrow by the Company.  As of September 30, 2017, $397,663 of that escrow amount is available to the Company as additional collateral on $4,654,494 of advances to the loan originator. The remaining September 30, 2017 escrow amount of $161,907 is available to the Company as additional collateral on its investment of $32,381,460 in residential mortgage loans on real estate.

 

We are not aware of any commitments or unusual events that could materially affect our capital resources. We are not aware of any current recommendations by any regulatory authority which, if implemented, would have a material adverse effect on our liquidity, capital resources or operations. We believe that our existing cash and cash equivalents as of September 30, 2017 will be sufficient to fund our anticipated operating expenses.

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements.

 

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SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

Certain statements contained herein are forward-looking statements. The forward-looking statements are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, and include estimates and assumptions related to economic, competitive and legislative developments. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “estimates,” “will” or words of similar meaning; and include, but are not limited to, statements regarding the outlook of our business and financial performance. These forward-looking statements are subject to change and uncertainty, which are, in many instances, beyond our control and have been made based upon our expectations and beliefs concerning future developments and their potential effect upon us. There can be no assurance that future developments will be in accordance with our expectations, or that the effect of future developments on us will be as anticipated. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties. There are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements. These factors include among others:

 

 

general economic conditions and financial factors, including the performance and fluctuations of fixed income, equity, real estate, credit capital and other financial markets;

 

differences between actual experience regarding mortality, morbidity, persistency, surrenders, investment returns, and our pricing assumptions establishing liabilities and reserves or for other purposes;

 

the effect of increased claims activity from natural or man-made catastrophes, pandemic disease, or other events resulting in catastrophic loss of life;

 

adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities, including and in connection with our divestiture or winding down of businesses such as FTCC;

 

inherent uncertainties in the determination of investment allowances and impairments and in the determination of the valuation allowance on the deferred income tax asset;

 

investment losses and defaults;

 

competition in our product lines;

 

attraction and retention of qualified employees and agents;

 

ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks;

 

the availability, affordability and adequacy of reinsurance protection;

 

the effects of emerging claim and coverage issues;

 

the cyclical nature of the insurance business;

 

interest rate fluctuations;

 

changes in our experiences related to deferred policy acquisition costs;

 

the ability and willingness of counterparties to our reinsurance arrangements and derivative instruments to pay balances due to us;

 

impact of medical epidemics and viruses;

 

domestic or international military actions;

 

the effects of extensive government regulation of the insurance industry;

 

changes in tax and securities law;

 

changes in statutory or U.S. generally accepted accounting principles (“GAAP”), practices or policies;

 

regulatory or legislative changes or developments;

 

the effects of unanticipated events on our disaster recovery and business continuity planning;

 

failures or limitations of our computer, data security and administration systems;

 

risks of employee error or misconduct;

 

the assimilation of life insurance businesses we acquire and the sound management of these businesses; and

 

the availability of capital to expand our business.

 

It is not our corporate policy to make specific projections relating to future earnings, and we do not endorse any projections regarding future performance made by others. In addition, we do not publicly update or revise forward-looking statements based on the outcome of various foreseeable or unforeseeable developments.

 

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Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (“Certifying Officers”), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 as amended (“Exchange Act”) as of the end of the fiscal period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Certifying Officers have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is made known to management, including our Certifying Officers, as appropriate, to allow timely decisions regarding disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

Changes to Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting during the three months ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

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

 

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

 

Prior to its acquisition by TLIC, FBLIC developed, marketed, and sold life insurance products known as “Decreasing Term to 95” policies. On January 17, 2013, FBLIC’s Board of Directors voted that, effective March 1, 2013, it was not approving, and therefore was not providing, a dividend for the Decreasing Term to 95 policies. On November 22, 2013, three individuals who owned Decreasing Term to 95 policies filed a Petition in the Circuit Court of Greene County, Missouri asserting claims against FBLIC relating to FBLIC’s decision to not provide a dividend under the Decreasing Term to 95 policies.

 

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On June 18, 2015, plaintiffs filed an amended petition. Like the original Petition, the amended Petition asserts claims for breach of contract and anticipatory breach of contract, and alleges that FBLIC breached, and will anticipatorily breach, the Decreasing Term to 95 policies of insurance by not providing a dividend sufficient to purchase a one year term life insurance policy which would keep the death benefit under the Decreasing Term to 95 policies the same as that provided during the first year of coverage under the policy. It also asserts claims for negligent misrepresentation, fraud, and violation of the Missouri Merchandising Practices Act (“MMPA”). It alleges that during its sale of the Decreasing Term to 95 policies, FBLIC represented that the owners of these policies would always be entitled to dividends to purchase a one-year term life insurance policy and that the owners would have a level death benefit without an increase in premium.

 

The main difference between the original Petition and the amended Petition is that the amended Petition also seeks equitable relief based on two new theories: that the Decreasing Term to 95 policies should be reformed so that they will provide a level death benefit for a level premium payment until the policyholder reaches 95 years of age; and alternatively, Count VIII of the amended Petition asks the Court to (1) find that the dividend provisions in the Decreasing Term to 95 policies violate Missouri law, specifically, § 376.360 RSMo.; (2) order that the policies are void ab initio; and (3) order that FBLIC return all premiums collected under these policies. In addition, as part of the MMPA claim, plaintiffs are now alleging that FBLIC undertook a fraudulent scheme to sell the Decreasing Term to 95 policies as a level premium for level benefit even though FBLIC never intended to pay dividends for the life of the policies and that part of this alleged fraudulent scheme included having a dividend option which is not allowed under Missouri law. FBLIC denies the allegations in the amended Petition and will continue to defend against them.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

None

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

31.1

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

 

31.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

 

32.1

Section 1350 Certification of Principal Executive Officer

 

32.2

Section 1350 Certification of Principal Financial Officer

 

101.INS**

XBRL Instance

 

101.SCH**

XBRL Taxonomy Extension Schema

 

101.CAL**

XBRL Taxonomy Extension Calculation

 

101.DEF**

XBRL Taxonomy Extension Definition

 

101.LAB**

XBRL Taxonomy Extension Labels

 

101.PRE**

XBRL Taxonomy Extension Presentation

 

**XBRL

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

 

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SIGNATURES

 

In accordance with requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

FIRST TRINITY FINANCIAL CORPORATION     

an Oklahoma corporation

 

 

 

 

 

 

 

 

 

November 9, 2017

By:

/s/ Gregg E. Zahn

 

 

 

Gregg E. Zahn, President and Chief Executive Officer 

 

 

 

 

 

       

November 9, 2017

By: /s/ Jeffrey J. Wood  
    Jeffrey J. Wood, Chief Financial Officer  
       

 

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