Item 1. Financial Statements
Item 1. FINANCIAL STATEMENTS
CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheets
(In thousands) September 30, 2020 December 31, 2019
Assets (Unaudited)
Investments:
Fixed maturities available-for-sale, at fair value (amortized cost: $ 1,308,056 and $ 1,293,853 in 2020 and 2019, respectively)
$ 1,444,579 1,377,959
Equity securities, at fair value 21,151 16,033
Policy loans 83,962 82,005
Real estate held-for-sale 2,571 2,571
Other long-term investments (portion measured at fair value $ 10,503 in 2020; less allowance for losses of $ 11 in 2020)
19,668 385
Short-term investments — 1,301
Total investments 1,571,931 1,480,254
Cash and cash equivalents 42,261 46,205
Accrued investment income 16,320 17,453
Reinsurance recoverable 11,970 3,696
Deferred policy acquisition costs 143,523 149,249
Cost of insurance acquired 12,083 13,455
Goodwill and other intangible assets 13,572 13,575
Property and equipment, net 16,089 5,904
Due premiums 11,222 12,656
Other assets (less allowance for losses of $ 257 in 2020)
5,367 2,489
Total assets $ 1,844,338 1,744,936
See accompanying Notes to Consolidated Financial Statements.
September 30, 2020 | 10-Q 2
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CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheets, Continued
(In thousands, except share amounts) September 30, 2020 December 31, 2019
Liabilities and Stockholders' Equity (Unaudited)
Liabilities:
Policy liabilities:
Future policy benefit reserves:
Life insurance $ 1,238,568 1,218,757
Annuities 79,875 76,380
Accident and health 806 1,031
Dividend accumulations 32,449 29,211
Premiums paid in advance 41,058 43,102
Policy claims payable 18,822 8,059
Other policyholders' funds 21,599 18,192
Total policy liabilities 1,433,177 1,394,732
Commissions payable 2,070 2,514
Current federal income tax payable 47,787 44,622
Deferred federal income tax payable 16,030 12,428
Payable for securities in process of settlement 5,995 —
Other liabilities 42,525 30,804
Total liabilities 1,547,584 1,485,100
Commitments and contingencies ( Note 8 )
Stockholders' Equity:
Common stock:
Class A, no par value, 100,000,000 shares authorized, 52,654,016 and 52,364,993 shares issued and outstanding in 2020 and 2019, respectively, including shares in treasury of 3,135,738 in 2020 and 2019
262,667 261,515
Class B, no par value, 2,000,000 shares authorized, 1,001,714 shares issued and outstanding in 2020 and 2019
3,184 3,184
Accumulated deficit ( 83,890 ) ( 70,969 )
Accumulated other comprehensive income:
Net unrealized gains on fixed maturity securities, net of tax 125,804 77,117
Treasury stock, at cost ( 11,011 ) ( 11,011 )
Total stockholders' equity 296,754 259,836
Total liabilities and stockholders' equity $ 1,844,338 1,744,936
See accompanying Notes to Consolidated Financial Statements.
September 30, 2020 | 10-Q 3
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CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands, except per share amounts)
2020 2019 2020 2019
Revenues:
Premiums:
Life insurance $ 42,732 44,502 122,863 127,795
Accident and health insurance 236 350 745 1,018
Property insurance 1,140 1,157 3,313 3,464
Net investment income 14,997 15,039 45,081 44,150
Realized investment gains (losses), net 527 72 669 3,164
Other income 193 347 1,217 1,148
Total revenues 59,825 61,467 173,888 180,739
Benefits and Expenses:
Insurance benefits paid or provided:
Claims and surrenders 32,958 28,751 87,161 78,808
Increase in future policy benefit reserves 4,158 6,409 21,866 28,180
Policyholders' dividends 1,450 1,560 4,011 4,165
Total insurance benefits paid or provided 38,566 36,720 113,038 111,153
Commissions 7,712 8,879 22,279 25,147
Other general expenses 19,391 11,530 42,003 37,611
Capitalization of deferred policy acquisition costs ( 4,892 ) ( 5,984 ) ( 13,632 ) ( 16,224 )
Amortization of deferred policy acquisition costs 6,760 7,835 18,940 21,043
Amortization of cost of insurance acquired 459 355 1,228 1,192
Total benefits and expenses 67,996 59,335 183,856 179,922
Income (loss) before federal income tax ( 8,171 ) 2,132 ( 9,968 ) 817
Federal income tax expense (benefit) ( 256 ) 86 2,558 7,138
Net income (loss) ( 7,915 ) 2,046 ( 12,526 ) ( 6,321 )
Per Share Amounts:
Basic and diluted earnings (losses) per share of Class A common stock ( 0.16 ) 0.04 ( 0.25 ) ( 0.13 )
Basic and diluted earnings (losses) per share of Class B common stock ( 0.07 ) 0.02 ( 0.12 ) ( 0.06 )
Other Comprehensive Income:
Unrealized gains on fixed maturity securities:
Unrealized holding gains arising during period 15,128 24,201 52,707 84,222
Reclassification adjustment for losses (gains) included in net income (loss) 2 ( 53 ) 46 ( 30 )
Unrealized gains on fixed maturity securities, net 15,130 24,148 52,753 84,192
Income tax expense on unrealized gains on fixed maturity securities 1,020 1,627 4,067 5,815
Other comprehensive income 14,110 22,521 48,686 78,377
Total comprehensive income $ 6,195 24,567 36,160 72,056
See accompanying Notes to Consolidated Financial Statements.
September 30, 2020 | 10-Q 4
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CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(Unaudited)
Common Stock Accumulated
deficit Accumulated other
comprehensive
income (loss) Treasury
stock Total
Stock-holders'
equity
(In thousands) Class A Class B
Balance at December 31, 2019 $ 261,515 3,184 ( 70,969 ) 77,117 ( 11,011 ) 259,836
Accounting standards adopted January 1, 2020 — — ( 395 ) — — ( 395 )
Comprehensive income (loss):
Net income (loss) — — ( 3,584 ) — — ( 3,584 )
Unrealized investment gains (losses), net — — — ( 40,070 ) — ( 40,070 )
Total comprehensive income (loss) — — ( 3,584 ) ( 40,070 ) — ( 43,654 )
Stock-based compensation ( 53 ) — — — — ( 53 )
Balance at March 31, 2020 261,462 3,184 ( 74,948 ) 37,047 ( 11,011 ) 215,734
Comprehensive income (loss):
Net income (loss) — — ( 1,027 ) — — ( 1,027 )
Unrealized investment gains (losses), net — — — 74,647 — 74,647
Total comprehensive income (loss) — — ( 1,027 ) 74,647 — 73,620
Stock-based compensation 439 — — — — 439
Balance at June 30, 2020 261,901 3,184 ( 75,975 ) 111,694 ( 11,011 ) 289,793
Comprehensive income (loss):
Net income (loss) — — ( 7,915 ) — — ( 7,915 )
Unrealized investment gains (losses), net — — — 14,110 — 14,110
Total comprehensive income (loss) — — ( 7,915 ) 14,110 — 6,195
Stock-based compensation 766 — — — — 766
Balance at September 30, 2020 $ 262,667 3,184 ( 83,890 ) 125,804 ( 11,011 ) 296,754
See accompanying Notes to Consolidated Financial Statements.
September 30, 2020 | 10-Q 5
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CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Stockholders' Equity, Continued
(Unaudited)
Common Stock Accumulated
deficit Accumulated other
comprehensive
income (loss) Treasury
stock Total
Stock-holders'
equity
(In thousands) Class A Class B
Balance at December 31, 2018 $ 259,793 3,184 ( 69,599 ) 5,366 ( 11,011 ) 187,733
Comprehensive income (loss):
Net income (loss) — — ( 3,802 ) — — ( 3,802 )
Unrealized investment gains (losses), net — — — 26,880 — 26,880
Total comprehensive income (loss) — — ( 3,802 ) 26,880 — 23,078
Stock-based compensation 1,083 — — — — 1,083
Balance at March 31, 2019 260,876 3,184 ( 73,401 ) 32,246 ( 11,011 ) 211,894
Comprehensive income (loss):
Net income (loss) — — ( 4,565 ) — — ( 4,565 )
Unrealized investment gains (losses), net — — — 28,976 — 28,976
Total comprehensive income (loss) — — ( 4,565 ) 28,976 — 24,411
Stock-based compensation 127 — — — — 127
Balance at June 30, 2019 261,003 3,184 ( 77,966 ) 61,222 ( 11,011 ) 236,432
Comprehensive income (loss):
Net income (as restated) — — 2,046 — — 2,046
Unrealized investment gains (losses), net — — — 22,521 — 22,521
Total comprehensive income (loss) — — 2,046 22,521 — 24,567
Stock-based compensation 343 — — — — 343
Balance at September 30, 2019 $ 261,346 3,184 ( 75,920 ) 83,743 ( 11,011 ) 261,342
See accompanying Notes to Consolidated Financial Statements.
September 30, 2020 | 10-Q 6
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CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30,
(In thousands)
2020 2019
Cash flows from operating activities:
Net income (loss) $ ( 12,526 ) ( 6,321 )
Adjustments to reconcile net gain (loss) to net cash provided by operating activities:
Realized investment (gains) losses on sale of investments and other assets ( 669 ) ( 3,164 )
Net deferred policy acquisition costs 5,308 4,819
Amortization of cost of insurance acquired 1,228 1,192
Depreciation 771 1,269
Amortization of premiums and discounts on investments 6,616 10,422
Stock-based compensation 2,020 1,930
Deferred federal income tax expense (benefit) ( 386 ) 560
Change in:
Accrued investment income 1,133 819
Reinsurance recoverable ( 8,274 ) 68
Due premiums 1,434 2,588
Future policy benefit reserves 21,654 27,994
Other policyholders' liabilities 15,364 2,309
Federal income tax payable 3,165 6,580
Commissions payable and other liabilities 145 1,699
Other, net ( 2,967 ) ( 1,851 )
Net cash provided by (used in) operating activities 34,016 50,913
Cash flows from investing activities:
Purchases of fixed maturity securities, available-for-sale ( 187,267 ) ( 210,445 )
Sales of fixed maturity securities, available-for-sale 17,524 39,708
Maturities and calls of fixed maturity securities, available-for-sale 154,873 111,757
Purchases of equity securities ( 4,473 ) —
Principal payments on mortgage loans 9 6
Increase in policy loans, net ( 1,957 ) ( 1,141 )
Sales of other long-term investments and real estate — 6,981
Purchases of other long-term investments ( 19,115 ) —
Sales of property and equipment — 15
Purchases of property and equipment ( 124 ) ( 509 )
Maturities of short-term investments 1,300 7,940
Purchases of short-term investments — ( 2,456 )
Net cash provided by (used in) investing activities ( 39,230 ) ( 48,144 )
See accompanying Notes to Consolidated Financial Statements.
September 30, 2020 | 10-Q 7
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CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows, Continued
(Unaudited)
Nine Months Ended September 30,
(In thousands)
2020 2019
Cash flows from financing activities:
Annuity deposits $ 5,542 4,948
Annuity withdrawals ( 3,403 ) ( 5,685 )
Other ( 869 ) ( 377 )
Net cash provided by (used in) financing activities 1,270 ( 1,114 )
Net increase (decrease) in cash and cash equivalents ( 3,944 ) 1,655
Cash and cash equivalents at beginning of year 46,205 45,492
Cash and cash equivalents at end of period $ 42,261 47,147
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
During the nine months ended September 30, 2020 and 2019, various fixed maturity issuers exchanged securities with book values of $ 5.3 million and $ 12.2 million, respectively, for securities of equal value.
The Company had net unsettled security trades of $ 6.0 million at September 30, 2020 and 2019.
The Company recognized right-of-use assets of $ 12.0 million in exchange for new operating lease liabilities during the nine months ended September 30, 2020.
See accompanying Notes to Consolidated Financial Statements.
September 30, 2020 | 10-Q 8
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
(1) FINANCIAL STATEMENTS
BASIS OF PRESENTATION AND CONSOLIDATION
The consolidated financial statements include the accounts and operations of Citizens, Inc. ("Citizens" or the "Company"), a Colorado corporation, and its wholly-owned subsidiaries, CICA Life Insurance Company of America ("CICA"), CICA Life Ltd. ("CICA Ltd."), Citizens National Life Insurance Company ("CNLIC"), Security Plan Life Insurance Company ("SPLIC"), Security Plan Fire Insurance Company ("SPFIC"), Magnolia Guaranty Life Insurance Company ("MGLIC") and Computing Technology, Inc. ("CTI"). All significant inter-company accounts and interactions have been eliminated. Citizens and its wholly-owned subsidiaries are collectively referred to as the "Company", "we", "us" or "our".
The consolidated balance sheets as of September 30, 2020, the consolidated statements of operations and comprehensive income (loss) and stockholders' equity for the three and nine months ended September 30, 2020 and September 30, 2019 and cash flows for the nine months ended September 30, 2020 and September 30, 2019 have been prepared by the Company without audit. In the opinion of management, all normal and recurring adjustments to present fairly the financial position, results of operations, and changes in cash flows at September 30, 2020 and for comparative periods have been made. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission ("SEC"). Accordingly, the consolidated financial statements do not include all the information and footnotes required for complete financial statements and should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.
We provide primarily life insurance and a small amount of health insurance policies through our insurance subsidiaries - CICA, CICA Ltd., CNLIC, SPLIC and MGLIC. CICA and CNLIC issued ordinary whole-life policies, credit life and disability, and accident and health related policies, throughout the Midwest and southern U.S. until they ceased most domestic sales beginning January 1, 2017. CICA Ltd. primarily issues endowment and ordinary whole-life policies to non-U.S. residents. SPLIC offers final expense and home service life insurance in Louisiana, Arkansas and Mississippi. SPFIC writes a limited amount of property insurance in Louisiana and Arkansas. MGLIC provides industrial life policies through independent funeral homes in Mississippi.
CTI provides data processing systems and services to the Company.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include those used in the evaluation of credit allowances on fixed maturity securities, actuarially determined assets and liabilities and assumptions, tests of goodwill impairment, valuation allowance on deferred tax assets, valuation of uncertain tax positions and contingencies relating to litigation and regulatory matters. Certain of these estimates are particularly sensitive to market conditions, and deterioration and/or volatility in the worldwide debt or equity markets could have a material impact on the consolidated financial statements.
September 30, 2020 | 10-Q 9
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
SIGNIFICANT ACCOUNTING POLICIES
For a description of our significant accounting policies, see Note 1. Summary of Significant Accounting Policies in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, which should be read in conjunction with these accompanying consolidated financial statements.
Investment securities. We assess all available-for-sale ("AFS") fixed maturity securities in an unrealized loss position for expected credit losses. First, we assess whether we intend to sell, or it is more likely than not that we will be required to sell, the security before recovery of its amortized cost. If either of the criteria is met, the security's amortized cost is written down to its fair value. For AFS fixed maturity securities that do not meet either criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. Any impairment that has not been recorded through an allowance for credit losses is recognized in accumulated other comprehensive income on our consolidated balance sheets. Changes in the allowance for credit losses are recorded through realized capital losses.
The Company made a policy election to exclude accrued interest from the amortized cost of AFS fixed maturity securities and report accrued interest separately in accrued investment income in the consolidated balance sheets. AFS fixed maturity securities are placed on non-accrual status when we no longer expect to receive all contractual amounts due. Accrued interest receivable is reversed against interest income when a security is placed on non-accrual status. Accordingly, we do not recognize an allowance for credit loss against accrued interest receivable.
We initially estimate the fair value of investments in private equity funds by reference to the transaction price. Subsequently, we obtain the fair value of these investments from net asset value information provided by the general partner or manager of the investments, the financial statements of which are audited annually. Recognition of investment income on these funds is delayed due to the availability of the related financial statements, which are generally obtained from the partnerships' general partners. As a result, our private equity funds are generally reported on a three-month delay. These investments are included in other long-term investments.
(2) ACCOUNTING PRONOUNCEMENTS
ACCOUNTING STANDARDS RECENTLY ADOPTED
In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses (Topic 326), with the main objective to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The ASU requires a financial asset (or a group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the increases or decreases of expected credit losses that have taken place during the period. Credit losses on AFS fixed maturity securities should be measured in a manner similar to current U.S. GAAP; however, the credit losses are recorded through an allowance for credit losses rather than as a write-down. This approach is an improvement to prior U.S. GAAP because an entity will be able to record reversals of credit losses (in situations in which the estimate of credit losses declines) in current period net income, which in turn should align the income statement recognition of credit losses with the reporting period in which changes occur. Prior U.S. GAAP prohibited reflecting those improvements in current-period earnings. The Company adopted this standard effective January 1, 2020 using the modified retrospective approach. The adoption resulted in an increase in accumulated deficit of $ 0.4 million related to agents' debit balance collectability.
September 30, 2020 | 10-Q 10
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
In September 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU requires an entity in a cloud computing arrangement (i.e. hosting arrangement) that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized implementation costs should be presented in the same line item on the balance sheet as amounts prepaid for the hosted service, if any (generally as an "other asset"). The capitalized costs will be amortized over the term of the hosting arrangement, with the amortization expense being presented in the same income statement line item as the fees paid for the hosted service. We adopted this standard effective January 1, 2020. The adoption had no impact on our consolidated financial statements.
ACCOUNTING STANDARDS NOT YET ADOPTED
In August 2018, the FASB issued ASU No. 2018-12, Financial Services-Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts. This ASU amends four key areas of the accounting and impacts disclosures for long-duration insurance and investment contracts:
• Requires updated assumptions for liability measurement. Assumptions used to measure the liability for traditional insurance contracts, which are typically determined at contract inception, will now be reviewed at least annually, and, if there is a change, updated, with the effect recorded in net income;
• Standardizes the liability discount rate. The liability discount rate will be a market-observable discount rate (upper-medium grade fixed-income instrument yield), with the effect of rate changes recorded in other comprehensive income;
• Provides greater consistency in measurement of market risk benefits. The two previous measurement models have been reduced to one measurement model (fair value), resulting in greater uniformity across similar market-based benefits and better alignment with the fair value measurement of derivatives used to hedge capital market risk;
• Simplifies amortization of deferred acquisition costs. Previous earnings-based amortization methods have been replaced with a more level amortization basis; and
• Requires enhanced disclosures. The new disclosures include rollforwards and information about significant assumptions and the effects of changes in those assumptions.
For calendar-year public companies, the changes will be effective on January 1, 2022. In July 2020, the FASB tentatively agreed to defer the original effective date by one year. If finalized, the new guidance will be effective for annual and interim reporting periods beginning January 1, 2023, however early adoption is permitted. The Company is evaluating the impact this guidance will have on our consolidated financial statements. This new guidance is expected to have a material impact on our consolidated financial statements.
No other new accounting pronouncement issued or effective during the year had, or is expected to have, a material impact on our consolidated financial statements.
(3) SEGMENT INFORMATION
The Company has two reportable segments: Life Insurance and Home Service Insurance. The Life Insurance and Home Service Insurance portions of the Company constitute separate businesses. CICA, CICA Ltd. and CNLIC constitute the Life Insurance segment, and SPLIC, SPFIC and MGLIC constitute the Home Service Insurance segment. In addition to the Life Insurance and Home Service Insurance business, the Company also operates other non-insurance portions of the Company ("Other Non-Insurance Enterprises"), which primarily include the Company's IT and Corporate-support functions that are included in the tables presented below to properly reconcile the segment information with the consolidated financial statements of the Company.
The accounting policies of the reportable segments and Other Non-Insurance Enterprises are presented in accordance with U.S. GAAP and are the same as those used in the preparation of the consolidated financial
September 30, 2020 | 10-Q 11
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
statements. The Company evaluates profit and loss performance based on U.S. GAAP income before federal income taxes for its two reportable segments.
The Company's Other Non-Insurance Enterprises are the only reportable difference between segments and consolidated operations.
Life Insurance Home Service Insurance Other Non-Insurance Enterprises Consolidated
Three Months Ended September 30, 2020
(In thousands)
Revenues:
Premiums $ 32,265 11,843 — 44,108
Net investment income 11,507 3,200 290 14,997
Realized investment gains (losses), net 133 388 6 527
Other income 189 1 3 193
Total revenues 44,094 15,432 299 59,825
Benefits and expenses:
Insurance benefits paid or provided:
Claims and surrenders 25,023 7,935 — 32,958
Increase in future policy benefit reserves 3,274 884 — 4,158
Policyholders' dividends 1,443 7 — 1,450
Total insurance benefits paid or provided 29,740 8,826 — 38,566
Commissions 4,140 3,572 — 7,712
Other general expenses 1,915 4,524 12,952 19,391
Capitalization of deferred policy acquisition costs ( 3,512 ) ( 1,380 ) — ( 4,892 )
Amortization of deferred policy acquisition costs 6,190 570 — 6,760
Amortization of cost of insurance acquired 113 346 — 459
Total benefits and expenses 38,586 16,458 12,952 67,996
Income (loss) before federal income tax expense $ 5,508 ( 1,026 ) ( 12,653 ) ( 8,171 )
September 30, 2020 | 10-Q 12
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
Life Insurance Home Service Insurance Other Non-Insurance Enterprises Consolidated
Nine Months Ended September 30, 2020
(In thousands)
Revenues:
Premiums $ 92,146 34,775 — 126,921
Net investment income 34,332 9,788 961 45,081
Realized investment gains (losses), net 1,259 ( 405 ) ( 185 ) 669
Other income 1,195 19 3 1,217
Total revenues 128,932 44,177 779 173,888
Benefits and expenses:
Insurance benefits paid or provided:
Claims and surrenders 66,071 21,090 — 87,161
Increase in future policy benefit reserves 18,804 3,062 — 21,866
Policyholders' dividends 3,987 24 — 4,011
Total insurance benefits paid or provided 88,862 24,176 — 113,038
Commissions 11,912 10,367 — 22,279
Other general expenses 11,309 13,431 17,263 42,003
Capitalization of deferred policy acquisition costs ( 10,149 ) ( 3,483 ) — ( 13,632 )
Amortization of deferred policy acquisition costs 16,927 2,013 — 18,940
Amortization of cost of insurance acquired 358 870 — 1,228
Total benefits and expenses 119,219 47,374 17,263 183,856
Income (loss) before federal income tax expense $ 9,713 ( 3,197 ) ( 16,484 ) ( 9,968 )
September 30, 2020 | 10-Q 13
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
Life Insurance Home Service Insurance Other Non-Insurance Enterprises Consolidated
Three Months Ended September 30, 2019
(In thousands)
Revenues:
Premiums $ 34,385 11,624 — 46,009
Net investment income 11,340 3,309 390 15,039
Realized investment gains (losses), net 61 3 8 72
Other income (loss) 349 ( 2 ) — 347
Total revenues 46,135 14,934 398 61,467
Benefits and expenses:
Insurance benefits paid or provided:
Claims and surrenders 22,533 6,218 — 28,751
Increase (decrease) in future policy benefit reserves 7,667 ( 1,258 ) — 6,409
Policyholders' dividends 1,551 9 — 1,560
Total insurance benefits paid or provided 31,751 4,969 — 36,720
Commissions 5,386 3,493 — 8,879
Other general expenses 5,358 4,669 1,503 11,530
Capitalization of deferred policy acquisition costs ( 4,743 ) ( 1,241 ) — ( 5,984 )
Amortization of deferred policy acquisition costs 5,960 1,875 — 7,835
Amortization of cost of insurance acquired 113 242 — 355
Total benefits and expenses 43,825 14,007 1,503 59,335
Income (loss) before federal income tax expense $ 2,310 927 ( 1,105 ) 2,132
September 30, 2020 | 10-Q 14
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
Life Insurance Home Service Insurance Other Non-Insurance Enterprises Consolidated
Nine Months Ended September 30, 2019
(In thousands)
Revenues:
Premiums $ 97,439 34,838 — 132,277
Net investment income 33,121 9,720 1,309 44,150
Realized investment gains (losses), net 5,586 639 ( 3,061 ) 3,164
Other income 1,146 — 2 1,148
Total revenues 137,292 45,197 ( 1,750 ) 180,739
Benefits and expenses:
Insurance benefits paid or provided:
Claims and surrenders 61,011 17,797 — 78,808
Increase in future policy benefit reserves 27,499 681 — 28,180
Policyholders' dividends 4,136 29 — 4,165
Total insurance benefits paid or provided 92,646 18,507 — 111,153
Commissions 14,435 10,712 — 25,147
Other general expenses 18,021 15,071 4,519 37,611
Capitalization of deferred policy acquisition costs ( 12,465 ) ( 3,759 ) — ( 16,224 )
Amortization of deferred policy acquisition costs 17,454 3,589 — 21,043
Amortization of cost of insurance acquired 373 819 — 1,192
Total benefits and expenses 130,464 44,939 4,519 179,922
Income (loss) before federal income tax expense $ 6,828 258 ( 6,269 ) 817
September 30, 2020 | 10-Q 15
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
(4) STOCKHOLDERS' EQUITY AND RESTRICTIONS
EARNINGS PER SHARE
The following tables set forth the computation of basic and diluted earnings (loss) per share.
Three Months Ended September 30, 2020 2019
(In thousands, except per share amounts)
Basic and diluted earnings (loss) per share:
Numerator:
Net income (loss) $ ( 7,915 ) 2,046
Net income (loss) allocated to Class A common stock $ ( 7,836 ) 2,026
Net income (loss) allocated to Class B common stock ( 79 ) 20
Net income (loss) $ ( 7,915 ) 2,046
Denominator:
Weighted average shares of Class A outstanding - basic 49,437 49,229
Weighted average shares of Class A outstanding - diluted 49,832 49,327
Weighted average shares of Class B outstanding - basic and diluted 1,002 1,002
Basic and diluted earnings (loss) per share of Class A common stock $ ( 0.16 ) 0.04
Basic and diluted earnings (loss) per share of Class B common stock ( 0.07 ) 0.02
Nine Months Ended September 30, 2020 2019
(In thousands, except per share amounts)
Basic and diluted earnings (loss) per share:
Numerator:
Net income (loss) $ ( 12,526 ) ( 6,321 )
Net income (loss) allocated to Class A common stock $ ( 12,401 ) ( 6,257 )
Net income (loss) allocated to Class B common stock ( 125 ) ( 64 )
Net income (loss) $ ( 12,526 ) ( 6,321 )
Denominator:
Weighted average shares of Class A outstanding - basic 49,365 49,229
Weighted average shares of Class A outstanding - diluted 49,760 49,327
Weighted average shares of Class B outstanding - basic and diluted 1,002 1,002
Basic and diluted earnings (loss) per share of Class A common stock $ ( 0.25 ) ( 0.13 )
Basic and diluted earnings (loss) per share of Class B common stock ( 0.12 ) ( 0.06 )
CAPITAL AND SURPLUS
Each of our regulated insurance subsidiaries is required to meet stipulated regulatory capital requirements. These include capital requirements imposed by the U.S. National Association of Insurance Commissioners ("NAIC") and the Bermuda Monetary Authority ("BMA"). All insurance subsidiaries exceeded the minimum capital requirements at September 30, 2020.
.
September 30, 2020 | 10-Q 16
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
(5) INVESTMENTS
The Company invests primarily in fixed maturity securities, which totaled 89.5 % of total cash and invested assets at September 30, 2020, as shown below.
Carrying Value
(In thousands, except for %)
September 30, 2020 December 31, 2019
Amount % Amount %
Cash and invested assets:
Fixed maturity securities $ 1,444,579 89.5 % $ 1,377,959 90.2 %
Equity securities 21,151 1.3 % 16,033 1.1 %
Policy loans 83,962 5.2 % 82,005 5.4 %
Real estate and other long-term investments 22,239 1.4 % 2,956 0.2 %
Short-term investments — — % 1,301 0.1 %
Cash and cash equivalents 42,261 2.6 % 46,205 3.0 %
Total cash and invested assets $ 1,614,192 100.0 % $ 1,526,459 100.0 %
The following tables represent the amortized cost, gross unrealized gains and losses and fair value of fixed maturities as of the dates indicated.
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
September 30, 2020
(In thousands)
Fixed maturity securities:
Available-for-sale:
U.S. Treasury securities $ 9,549 1,960 — 11,509
U.S. Government-sponsored enterprises 3,497 1,358 — 4,855
States and political subdivisions 401,852 31,926 1,059 432,719
Corporate:
Financial 205,453 23,735 478 228,710
Consumer 176,020 21,911 1,414 196,517
Energy 81,326 4,525 2,191 83,660
All Other 265,948 33,708 618 299,038
Commercial mortgage-backed 225 — 4 221
Residential mortgage-backed 118,088 23,699 — 141,787
Asset-backed 45,996 189 741 45,444
Foreign governments 102 17 — 119
Total fixed maturity securities $ 1,308,056 143,028 6,505 1,444,579
September 30, 2020 | 10-Q 17
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
December 31, 2019
(In thousands)
Fixed maturity securities:
Available-for-sale:
U.S. Treasury securities $ 9,709 1,638 — 11,347
U.S. Government-sponsored enterprises 3,516 1,015 — 4,531
States and political subdivisions 512,239 24,285 240 536,284
Corporate:
Financial 169,146 13,094 135 182,105
Consumer 148,575 12,591 464 160,702
Energy 74,315 4,765 115 78,965
All Other 212,714 16,022 420 228,316
Commercial mortgage-backed 1,105 — 5 1,100
Residential mortgage-backed 118,130 12,223 66 130,287
Asset-backed 44,302 11 110 44,203
Foreign governments 102 17 — 119
Total fixed maturity securities $ 1,293,853 85,661 1,555 1,377,959
Most of the Company's equity securities are diversified stock and bond mutual funds.
Fair Value
(In thousands)
September 30, 2020 December 31, 2019
Equity securities:
Stock mutual funds $ 2,833 3,274
Bond mutual funds 11,935 12,311
Common stock 1,145 134
Non-redeemable preferred stock 267 314
Non-redeemable preferred stock fund 4,971 —
Total equity securities $ 21,151 16,033
VALUATION OF INVESTMENTS
Available-for-sale securities are reported in the consolidated financial statements at fair value. Equity securities are measured at fair value with the change in fair value recorded through net income. The Company recognized net realized gains of $ 0.4 million and $ 0.6 million on equity securities held for the three and nine months ended September 30, 2020, respectively, and gains of $ 18.0 thousand and $ 0.8 million for the same periods ended September 30, 2019. In the first quarter of 2019, the Company sold its former corporate office in Austin, Texas for a gross sales price of $ 7.5 million, resulting in a gain on the sale of $ 5.5 million. The building was owned by CICA within our Life Insurance segment. An impairment loss of $ 3.1 million was recorded during the second quarter of 2019 related to our Citizens Academy training facility property located near Austin, Texas. It was determined during the quarter that the property met the held-for-sale criteria. As a result, this investment was reclassified from real estate held for investment to real estate held-for-sale. This resulted in an impairment loss of $ 3.1 million as the carrying amount of the property was written down to the net realizable value. This investment is considered a Level 3 asset in the fair value hierarchy and is reported within other non-insurance enterprises.
September 30, 2020 | 10-Q 18
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
The Company monitors all fixed maturity securities on an on-going basis relative to changes in credit ratings, market prices, earnings trends and financial performance, in addition to specific region or industry reviews. The Company evaluates whether a credit impairment exists for fixed maturity securities by considering primarily the following factors: (a) changes in the financial condition of the security's underlying collateral; (b) whether the issuer is current on contractually obligated interest and principal payments; (c) changes in the financial condition, credit rating and near-term prospects of the issuer; and (d) the payment structure of the security. The Company's best estimate of expected future cash flows used to determine the credit loss amount is a quantitative and qualitative process. Quantitative review includes information received from third-party sources such as financial statements, pricing and rating changes, liquidity and other statistical information. Qualitative factors include judgments related to business strategies, economic impacts on the issuer, overall judgment related to estimates and industry factors as well as the Company's intent to sell the security, or if it is more likely than not that the Company would be required to sell a security before recovery of its amortized cost.
The Company's best estimate of future cash flows involves assumptions including, but not limited to, various performance indicators, such as historical and projected default and recovery rates, credit ratings, and current delinquency rates. These assumptions require the use of significant management judgment and include the probability of issuer default and estimates regarding timing and amount of expected recoveries, which may include estimating the underlying collateral value. In addition, projections of expected future fixed maturity security cash flows may change based upon new information regarding the performance of the issuer. Any credit losses are presented as an allowance rather than as a write-down on AFS fixed maturity securities management does not intend to sell or believes that it is more likely than not we will be required to sell.
We adopted ASU 2016-13 using the prospective transition approach for fixed maturity securities for which other-than-temporary impairment had been recognized prior to January 1, 2020. As a result, the amortized cost remains the same before and after adoption. The effective interest rate on these fixed maturity securities was not changed. Amounts previously recognized in accumulated other comprehensive income as of January 1, 2020 relating to improvements in cash flow expected to be collected will be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after January 1, 2020 will be recorded in earnings when received.
For the three and nine months ended September 30, 2020, the Company recorded no credit valuation losses on fixed maturity securities and recognized no fixed maturity investment impairments for the three and nine months ended September 30, 2019.
September 30, 2020 | 10-Q 19
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
The following table presents the fair values and gross unrealized losses of fixed maturity securities that are not deemed to have credit losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position at September 30, 2020.
September 30, 2020 Less than 12 months Greater than 12 months Total
(In thousands, except for # of securities) Fair
Value Unrealized
Losses # of
Securities Fair
Value Unrealized
Losses # of
Securities Fair
Value Unrealized
Losses # of
Securities
Fixed maturity securities:
Available-for-sale securities:
States and political subdivisions $ 32,824 1,059 29 $ — — — $ 32,824 1,059 29
Corporate:
Financial 16,146 478 14 — — — 16,146 478 14
Consumer 26,861 1,130 19 2,990 284 2 29,851 1,414 21
Energy 25,297 2,191 30 — — — 25,297 2,191 30
All Other 20,260 618 24 — — — 20,260 618 24
Commercial mortgage-backed 221 4 1 — — — 221 4 1
Residential mortgage-backed 85 — 1 — — — 85 — 1
Asset-backed 38,680 741 38 — — — 38,680 741 38
Total fixed maturity securities $ 160,374 6,221 156 $ 2,990 284 2 $ 163,364 6,505 158
In each category of our fixed maturity securities described below, we do not intend to sell our investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. While the losses are currently unrealized, we continue to monitor all fixed maturity securities on an on-going basis as future information may become available which could result in an allowance being recorded.
States and political subdivisions. The Company's investments in states and political subdivisions were purchased at a premium, relative to their face amount, and the contractual cash flows are guaranteed by the respective state or political subdivision. Accordingly, it is expected that the securities will not be settled at a price less than the amortized cost bases of the Company's investments.
Corporate. We did not recognize credit losses on corporate securities with unrealized losses that were due to interest rate sensitivity and changes in credit spreads. We believe that fluctuations caused by movements in interest rates and credit spreads have little bearing on the recoverability of our investments. While we are experiencing unrealized losses across several corporate sectors, the energy and automobile sectors have been impacted the most by recent economic pressures and some issuers within these sectors have been downgraded to below investment grade. We have assessed our exposure in the energy sector and believe our investments have access to sufficient liquidity to meet their debt obligations. The auto industry has been able to issue debt which has increased the liquidity of the component companies in the sector significantly. The automobile sector is included in the Consumer subtotal above.
Asset-backed. Our asset-backed securities are primarily senior tranches of pools of aircraft leases to airlines around the world. If an airline was to go bankrupt and default on its lease, the trust would repossess the plane and relet or sell it. There have been no defaults on leases to date, however the leases contain a feature that allows lessors to defer their lease payments for three months, with the funds recaptured with interest when payments resume. Several of the lessors have requested this deferral. We do not expect to realize any losses for these securities and see the current valuations as a result of general market conditions. All of the active lease securities are rated investment grade.
September 30, 2020 | 10-Q 20
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
The following table presents the fair values and gross unrealized losses of fixed maturity securities that are not deemed to have other than temporary impairments ("OTTI"), aggregated by investment category and length of time that individual securities have been in a continuous loss position at December 31, 2019.
December 31, 2019 Less than 12 months Greater than 12 months Total
(In thousands, except for # of securities) Fair
Value Unrealized
Losses # of
Securities Fair
Value Unrealized
Losses # of
Securities Fair
Value Unrealized
Losses # of
Securities
Fixed maturity securities:
Available-for-sale securities:
States and political subdivisions $ 24,064 163 24 $ 1,961 77 6 $ 26,025 240 30
Corporate:
Financial 13,581 135 15 — — — 13,581 135 15
Consumer 22,671 464 20 — — — 22,671 464 20
Energy 4,208 34 4 898 81 2 5,106 115 6
All Other 22,437 285 30 2,771 135 3 25,208 420 33
Commercial mortgage-backed 1,100 5 2 — — — 1,100 5 2
Residential mortgage-backed 1,656 65 11 91 1 3 1,747 66 14
Asset-backed 36,039 110 27 — — — 36,039 110 27
Total fixed maturity securities $ 125,756 1,261 133 $ 5,721 294 14 $ 131,477 1,555 147
We have reviewed the securities in an unrealized loss position for the period ended December 31, 2019 and determined that no OTTI exists that has not been recognized based on our evaluation of the credit worthiness of the issuers and the fact that we do not intend to sell the investments nor is it likely that we will be required to sell the securities before recovery of their amortized cost bases which may be maturity.
The amortized cost and fair value of fixed maturity securities at September 30, 2020 by contractual maturity are shown in the table below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date have been reflected based upon final stated maturity.
September 30, 2020 Amortized
Cost Fair
Value
(In thousands)
Fixed maturity securities:
Due in one year or less $ 47,918 48,263
Due after one year through five years 106,727 114,430
Due after five years through ten years 227,840 250,142
Due after ten years 925,571 1,031,744
Total fixed maturity securities $ 1,308,056 1,444,579
September 30, 2020 | 10-Q 21
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
The Company uses the specific identification method of the individual security to determine the cost basis used in the calculation of realized gains and losses related to security sales.
Three Months Ended Nine Months Ended
Fixed Maturity Securities, Available-for-Sale September 30, September 30,
(In thousands) 2020 2019 2020 2019
Proceeds $ 11,221 29,294 17,524 39,708
Gross realized gains $ 25 125 148 234
Gross realized losses $ 77 22 134 387
The Company sold eighteen and twenty-four available-for-sale fixed maturity securities during the three and nine months ended September 30, 2020 and sold twenty-one and forty-one available-for-sale fixed maturity securities during the three and nine months ended September 30, 2019. No equity securities were sold during the three and nine months ended September 30, 2020 and 2019.
(6) FAIR VALUE MEASUREMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We hold available-for-sale fixed maturity securities, which are carried at fair value. We also report our equity securities at fair value with changes in fair value reported through the consolidated statements of operations and comprehensive income (loss).
Fair value measurements are generally based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. All assets and liabilities carried at fair value are required to be classified and disclosed in one of the following three categories:
• Level 1 - Quoted prices for identical instruments in active markets.
• Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs or whose significant value drivers are observable.
• Level 3 - Instruments whose significant value drivers are unobservable.
Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as U.S. Treasury securities and actively traded mutual fund and stock investments.
Level 2 includes those financial instruments that are valued by independent pricing services or broker quotes. These pricing models are primarily industry-standard models that consider various inputs, such as interest rates, credit spreads and foreign exchange rates for the underlying financial instruments. All significant inputs are observable or derived from observable information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace. Financial instruments in this category primarily include corporate securities, U.S. Government-sponsored enterprise securities, securities issued by states and political subdivisions and certain mortgage and asset-backed securities.
Level 3 is comprised of financial instruments whose fair value is estimated based on non-binding broker prices utilizing significant inputs not based on or corroborated by readily available market information. Real estate held-for-sale is in this category.
September 30, 2020 | 10-Q 22
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
The following tables set forth our assets that are measured at fair value on a recurring basis as of the dates indicated.
September 30, 2020 Level 1 Level 2 Level 3 Total
Fair Value
(In thousands)
Financial Assets
Fixed maturities available-for-sale
U.S. Treasury and U.S. Government-sponsored enterprises $ 11,509 4,855 — 16,364
States and political subdivisions — 432,719 — 432,719
Corporate 51 807,874 — 807,925
Commercial mortgage-backed — 221 — 221
Residential mortgage-backed — 141,787 — 141,787
Asset-backed — 45,444 — 45,444
Foreign governments — 119 — 119
Total fixed maturities available-for-sale 11,560 1,433,019 — 1,444,579
Equity securities
Stock mutual funds 2,833 — — 2,833
Bond mutual funds 11,935 — — 11,935
Common stock 1,145 — — 1,145
Non-redeemable preferred stock 267 — — 267
Non-redeemable preferred stock fund 4,971 — — 4,971
Total equity securities 21,151 — — 21,151
Other long-term investments (1)
— — — 10,503
Total financial assets $ 32,711 1,433,019 — 1,476,233
(1) In accordance with Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet.
September 30, 2020 | 10-Q 23
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
December 31, 2019 Level 1 Level 2 Level 3 Total
Fair Value
(In thousands)
Financial Assets
Fixed maturities available-for-sale
U.S. Treasury and U.S. Government-sponsored enterprises $ 11,348 4,530 — 15,878
States and political subdivisions — 536,284 — 536,284
Corporate 52 650,036 — 650,088
Commercial mortgage-backed — 1,100 — 1,100
Residential mortgage-backed — 130,287 — 130,287
Asset-backed — 44,203 — 44,203
Foreign governments — 119 — 119
Total fixed maturities available-for-sale 11,400 1,366,559 — 1,377,959
Equity securities
Stock mutual funds 3,274 — — 3,274
Bond mutual funds 12,311 — — 12,311
Common stock 134 — — 134
Non-redeemable preferred stock 314 — — 314
Total equity securities 16,033 — — 16,033
Total financial assets $ 27,433 1,366,559 — 1,393,992
FINANCIAL INSTRUMENTS VALUATION
FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE
Fixed maturity securities, available-for-sale. At September 30, 2020, our fixed maturity securities, valued using a third-party pricing source, totaled $ 1.4 billion for Level 2 assets and comprised 97.1 % of total reported fair value of our financial assets. The Level 1 and Level 2 valuations are reviewed and updated quarterly through testing by comparisons to separate pricing models, other third-party pricing services, and back tested to recent trades. In addition, we obtain information annually relative to the third-party pricing models and review model parameters for reasonableness. There were no Level 3 assets at September 30, 2020. For the nine months ended September 30, 2020, there were no material changes to the valuation methods or assumptions used to determine fair values, and no broker or third-party prices were changed from the values received.
Equity securities. Our equity securities are classified as Level 1 assets as their fair values are based upon quoted market prices.
Other long-term investments. We initially estimate the fair value of investments in private equity funds by reference to the transaction price. Subsequently, we obtain the fair value of these investments from net asset value information provided by the general partner or manager of the investments, the financial statements of which are audited annually. We hold an investment in a private equity fund that invests in privately-originated, performing senior secured debt primarily in middle market North America-based companies. Our unfunded commitment as of September 30, 2020 is $ 34.8 million. This investment is not redeemable because distributions from the funds will be received when the underlying investments of the funds are liquidated. The fund has a 10 -year term but this life could be extended at the fund manager's discretion in one year increments.
We hold an investment in a term asset-backed securities liquidity facility private equity fund, established by the U.S. Federal Reserve, that provides financing to U.S. company market participants for levered asset purchases with a
September 30, 2020 | 10-Q 24
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
focus on asset-backed, commercial mortgage and collateralized loan obligation markets. Our unfunded commitment for this fund as of September 30, 2020 is $ 14.9 million. This investment is not redeemable because distributions from the funds will be received when the underlying investments of the funds are liquidated. The fund is expected to be liquidated in 3 years but this life could be shortened depending on available investment opportunities.
We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. There were no transfers in or out of Level 3 during the nine months ended September 30, 2020.
FINANCIAL INSTRUMENTS NOT CARRIED AT FAIR VALUE
Estimates of fair values are made at a specific point in time, based on relevant market prices and information about the financial instruments. The estimated fair values of financial instruments presented below are not necessarily indicative of the amounts the Company might realize in actual market transactions.
The carrying amount and fair value for the financial assets and liabilities on the consolidated balance sheets not otherwise disclosed for the periods indicated are as follows:
September 30, 2020 December 31, 2019
(In thousands) Carrying
Value Fair
Value Carrying
Value Fair
Value
Financial Assets:
Mortgage loans $ 158 196 177 210
Policy loans 83,962 83,962 82,005 82,005
Short-term investments — — 1,301 1,301
Cash and cash equivalents 42,261 42,261 46,205 46,205
Financial Liabilities:
Annuity - investment contracts 60,582 67,650 56,878 60,667
Mortgage loans. Mortgage loans are secured principally by residential properties. Weighted average interest rates for these loans were approximately 6.4 % at September 30, 2020 and December 31, 2019. At September 30, 2020, maturities ranged from 8 to 20 years. Management estimated the fair value using an annual interest rate of 6.25 % at September 30, 2020. Our mortgage loans are considered Level 3 assets in the fair value hierarchy.
Policy loans. Policy loans had a weighted average annual interest rate of 7.7 % at September 30, 2020 and December 31, 2019, and no specified maturity dates. The aggregate fair value of policy loans approximates the carrying value reflected on the consolidated balance sheets. Policy loans are an integral part of the life insurance policies we have in force, cannot be valued separately and are not marketable. Therefore, the fair value of policy loans approximates the carrying value and policy loans are considered Level 3 assets in the fair value hierarchy.
Other. The fair value of short-term investments and cash and cash equivalents approximate carrying value and are characterized as Level 1 assets in the fair value hierarchy.
Annuity liabilities. The fair value of the Company's liabilities under annuity contract policies, which are considered Level 3 liabilities, was estimated at September 30, 2020 and December 31, 2019 using discounted cash flows based upon spot rates adjusted for various risk adjustments ranging from 0.29 % to 2.44 % and 1.67 % to 3.02 %, respectively. The fair value of liabilities under all insurance contracts are taken into consideration in the overall
September 30, 2020 | 10-Q 25
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
management of interest rate risk, which seeks to minimize exposure to changing interest rates through the matching of investment maturities with amounts due under insurance contracts.
The following table summarizes the carrying amounts of other long-term investments.
Carrying Value
(In thousands )
September 30, 2020 December 31, 2019
Other long-term investments:
Private equity funds $ 10,503 —
FHLB common stock 190 187
Mortgage loans 158 177
All other investments 8,817 21
Total other long-term investments $ 19,668 385
We are a member of the Federal Home Loan Bank ("FHLB") of Dallas and such membership requires members to own stock in the FHLB. Our FHLB stock is carried at amortized cost, which approximates fair value. Included in All other investments is a Rabbi Trust holding $ 8.8 million for the benefit of our former Chief Executive Officer, Geoffrey Kolander, representing the severance payment due to him under the terms of his employment agreement in connection with his resignation following a change in control of the Company. Such amount is payable in 2021.
September 30, 2020 | 10-Q 26
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
(7) SHORT DURATION CONTRACTS
The Company's short duration contracts consist of credit life and credit disability in the Life Insurance segment and property insurance in the Home Service Insurance segment. The following table presents information on changes in the liability for credit life, credit disability and property policy and contract claims for the nine months ended September 30, 2020 and 2019.
September 30, 2020 2020 2019
(In thousands)
Policy claims payable, January 1, $ 477 404
Less: reinsurance recoverable — —
Net balance, January 1, 477 404
Add claims incurred, related to:
Current year 1,890 1,082
Prior years ( 15 ) ( 165 )
1,875 917
Deduct claims paid, related to:
Current year 1,822 764
Prior years 315 157
2,137 921
Net balance, September 30, 215 400
Plus: reinsurance recoverable 8,755 —
Policy claims payable, September 30, $ 8,970 400
September 30, 2020 | 10-Q 27
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
(8) COMMITMENTS AND CONTINGENCIES
QUALIFICATION OF LIFE PRODUCTS
We have previously reported that a portion of the life insurance policies issued by our subsidiary insurance companies failed to qualify for the favorable U.S. federal income tax treatment afforded by Sections 7702 and 72(s) of the Internal Revenue Code ("IRC") of 1986. Further, we have determined that the structure of our policies sold to non-U.S. persons, which were novated to CICA Ltd. effective July 1, 2018 , may have inadvertently generated U.S. source income over time, which subjected the Company to certain tax withholding and information reporting requirements for the Company under Chapters 3 or 4 of the IRC. For the novated policies sold to non-U.S. persons, we expect to settle any past liabilities with the Internal Revenue Service ("IRS") related to tax withholding and information reporting failures. The Company has continued to refine its estimate of the tax, penalty and interest exposure and expenses related to these tax issues, as described below for the current reporting period. The products have been and continue to be appropriately reported as life insurance under U.S. GAAP for financial reporting.
To remediate the noncompliance matter for the novated policies sold to non-U.S. persons as described above, the Company submitted withholding tax returns to the IRS in December 2019, followed by some minor amendments in August 2020. These withholding tax returns establish a total tax liability for calendar years 2014 through 2019 (“the covered period”) of $ 7.3 million for failure to withhold tax and report the U.S. source income generated by the novated policies, plus interest through August 28, 2020 in the amount of $ 0.7 million.
To date, the Company has paid $ 8.0 million to the IRS for the covered period, including an August 28, 2020 payment of $ 6.0 million and previous deposits totaling $ 2.0 million.
Note that these payments do not represent closure of the matter or IRS acceptance of the tax liability shown on the submitted withholding tax returns. The IRS is still reviewing our submission of the withholding tax returns relating to the novated policies and the IRS has the right to revise our total tax liability for the covered period. Thus, the probability weighted range of estimated financial liabilities related to this issue remains at $ 7.3 million to $ 52.5 million, after tax. This estimated range includes projected taxes and interest and penalties payable to the IRS, as well as estimated increased payout obligations to current holders of non-compliant domestic life insurance policies expected to result from remediation of those policies.
Accruals for loss contingencies are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. The process of determining our best estimate and the estimated range is a complex undertaking including insight from external consultants and involved management’s judgment based upon a variety of factors known at the time. The amount of our liabilities and expenses depends on a number of uncertainties, including the number of prior tax years for which we may be liable to the IRS and the methodology applicable to the calculation of the tax liabilities for policies. Given the range of potential outcomes and the significant variables assumed in establishing our estimates, actual amounts incurred may exceed our reserve and could exceed the high end of our estimated range of liabilities and expenses. To the extent the amount reserved by the Company is insufficient to meet the actual amount of our liabilities and expenses, or if our estimates of those liabilities and expenses change in the future, our financial condition and results of operations may be materially adversely affected. Management believes that based upon current information, we have recorded the best estimate liability to date.
LITIGATION AND REGULATORY ACTIONS
From time to time we are subject to legal and regulatory actions relating to our business. We may incur defense costs, including attorneys' fees, and other direct litigation costs associated with defending claims. If we suffer an adverse judgment as a result of litigation claims, it could have a material adverse effect on our business, results of operations and financial condition.
September 30, 2020 | 10-Q 28
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
CONTRACTUAL OBLIGATIONS
As of September 30, 2020, CICA Ltd. is committed to fund investments up to $ 95 million related to private equity funds and other investments. We are also committed to pay $ 8.8 million to our former Chief Executive Officer, Geoffrey Kolander, in February 2021 representing the severance payments due to him under the terms of his employment agreement in connection with his resignation following a change in control of the Company.
(9) INCOME TAXES
Our provision for income taxes may not have the customary relationship of taxes to income. CICA Ltd., a wholly owned subsidiary of Citizens, is considered a controlled foreign corporation for federal tax purposes. As a result, the insurance activity of CICA Ltd. is subject to Subpart F of the IRC and is included in Citizens’ taxable income. For the three and nine months ended September 30, 2020, the Subpart F income inclusion generated $ 0.8 million and $ 2.2 million of federal income tax expense, respectively. A reconciliation between the U.S. corporate income tax rate and the effective income tax rate is as follows:
Three Months Ended September 30, 2020 2019
(In thousands, except for %) Amount % Amount %
Federal income tax expense:
Expected tax expense (benefit) $ ( 1,716 ) 21.0 % $ 448 21.0 %
Foreign income tax rate differential ( 687 ) 8.4 % ( 521 ) ( 24.4 ) %
Tax-exempt interest and dividends-received deduction ( 35 ) 0.4 % ( 57 ) ( 2.7 ) %
Annualized effective tax rate adjustment ( 646 ) 7.9 % ( 1,796 ) ( 84.2 ) %
Adjustment of prior year taxes 98 ( 1.2 ) % 1,923 90.2 %
Effect of uncertain tax position 630 ( 7.7 ) % ( 2,284 ) ( 107.1 ) %
Nondeductible costs to remediate tax compliance issue ( 620 ) 7.6 % ( 27 ) ( 1.3 ) %
CICA Ltd. Subpart F income 787 ( 9.6 ) % 2,253 105.7 %
Nondeductible officer compensation 2,041 ( 25.0 ) % — — %
Other ( 108 ) 1.3 % 147 6.9 %
Total federal income tax expense (benefit) $ ( 256 ) 3.1 % $ 86 4.1 %
September 30, 2020 | 10-Q 29
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
Nine Months Ended September 30, 2020 2019
(In thousands, except for %) Amount % Amount %
Federal income tax expense:
Expected tax expense (benefit) $ ( 2,093 ) 21.0 % $ 172 21.0 %
Foreign income tax rate differential ( 1,726 ) 17.3 % ( 632 ) ( 77.4 ) %
Tax-exempt interest and dividends-received deduction ( 113 ) 1.1 % ( 175 ) ( 21.4 ) %
Annualized effective tax rate adjustment 200 ( 2.0 ) % 1,468 179.7 %
Adjustment of prior year taxes 10 ( 0.1 ) % 1,923 235.4 %
Effect of uncertain tax position 2,673 ( 26.8 ) % 132 16.2 %
Nondeductible costs to remediate tax compliance issue ( 620 ) 6.2 % ( 27 ) ( 3.3 ) %
CICA Ltd. Subpart F income 2,180 ( 21.9 ) % 3,848 471.0 %
Nondeductible officer compensation 2,042 ( 20.5 ) % — — %
Other 5 ( 0.1 ) % 429 52.5 %
Total federal income tax expense (benefit) $ 2,558 ( 25.8 ) % $ 7,138 873.7 %
Income tax expense consists of:
Nine Months Ended September 30, 2020 2019
(In thousands)
Federal income tax expense:
Current $ 2,944 6,580
Deferred ( 386 ) 558
Total federal income tax expense $ 2,558 7,138
September 30, 2020 | 10-Q 30
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
The components of deferred federal income taxes are as follows:
Net Deferred Tax Asset (Liability)
(In thousands)
September 30, 2020 December 31, 2019
Deferred tax assets:
Future policy benefit reserves $ 2,722 2,641
Net operating and capital loss carryforwards 595 230
Accrued expenses — 85
Investments 286 702
Deferred intercompany loss 2,637 3,539
Fixed assets 533 365
Lease liability 2,576 238
Other 792 250
Total gross deferred tax assets 10,141 8,050
Deferred tax liabilities:
Deferred policy acquisition costs, cost of insurance acquired and intangible assets ( 8,465 ) ( 8,417 )
Unrealized gains on investments available-for-sale ( 11,171 ) ( 7,300 )
Tax reserves transition liability ( 3,923 ) ( 4,483 )
Right of use lease asset ( 2,576 ) ( 238 )
Other ( 36 ) ( 40 )
Total gross deferred tax liabilities ( 26,171 ) ( 20,478 )
Net deferred tax liability $ ( 16,030 ) ( 12,428 )
(10) LEASES
The Company leases home office space in Austin, Texas for Citizens and in Bermuda for CICA Ltd. as well as several district office locations related to our Home Service Insurance segment across Louisiana, Mississippi and Arkansas, which are classified as operating leases. Certain operating leases include renewal options that extend the lease terms. The exercise of lease renewal options is at our sole discretion when it is reasonably certain that we will exercise such option . Leases with an initial term of 12 months or less are immaterial to the consolidated financial statements and are recognized as lease expense on a straight-line basis over the lease term and not recorded on the consolidated balance sheet. See our Annual Report on Form 10-K for the year ended December 31, 2019 for a comprehensive discussion of leases.
The Company has $ 12.3 million of undiscounted lease liability remaining as of September 30, 2020. The Company evaluates its estimated incremental borrowing rate, which is derived from information available at lease commencement date, in determining present value of lease payments.
The table below summarizes the number of weighted-average years remaining in our operating lease liabilities.
Lease Term September 30, 2020
Weighted-average remaining lease term (in years)
Operating leases 9.8
September 30, 2020 | 10-Q 31
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CITIZENS, INC .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
We recorded the lease right-of-use asset in Other Assets and the lease liability in Other Liabilities on our consolidated balance sheets. Cash payments related to lease liabilities were $ 0.2 million and $ 0.9 million for the three and nine months ended September 30, 2020, respectively, and were reported in operating cash flows. Maturities of our remaining operating lease liabilities as of September 30, 2020 are as follows:
(In thousands) Operating Lease Payments
Maturity of Lease Liabilities
2020 $ 391
2021 1,411
2022 1,272
2023 1,271
2024 1,302
After 2024 8,271
Total lease payments 13,918
Interest expense ( 1,653 )
Present value of lease liabilities $ 12,265
In January 2019, the Company entered into a long-term lease agreement with an unrelated party for its new home office in Austin, Texas. Beginning in the second quarter of 2020, the leased area was under construction to our specifications, which required the Company to recognize the related lease right of use asset and liability of $ 12.0 million. The Company moved into its new home office in the first week of November 2020.
The Company does not engage in lease agreements among related parties.
(11) RELATED PARTY TRANSACTIONS
The Company has various routine related party transactions in conjunction with our holding company structure, such as a management service agreement related to costs incurred, a tax sharing agreement between entities, and inter-company dividends and capital contributions. There were no changes related to these relationships during the nine months ended September 30, 2020. See our Annual Report on Form 10-K for the year ended December 31, 2019 for a comprehensive discussion of related party transactions.
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CITIZENS, INC. MANAGEMENT'S DISCUSSION & ANALYSIS
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.