Item 1. Financial Statements
Item
1. Financial Statements
June 30
December 31
2021
(Unaudited)
2020
Assets
Investments:
Fixed maturity
securities, available for sale, at estimated fair value (amortized
cost of $ 233,569,650 and
$ 265,150,484 for
2021 and 2020)
$ 260,957,676
$ 294,656,679
Equity securities at
estimated fair value (cost of $ 7,810,399 and $ 9,698,490 for
2021 and 2020)
10,322,456
11,324,239
Mortgage loans held for
investment (net of allowances for loan losses of $ 1,900,935
and $ 2,005,127
for 2021 and 2020)
262,160,007
249,343,936
Real estate held for
investment (net of accumulated depreciation of $ 15,268,717
and $ 13,800,973
for 2021 and 2020)
178,437,646
131,684,453
Real estate held for sale
6,221,164
7,878,807
Other investments and policy
loans (net of allowances for doubtful accounts
of $ 1,676,618 and
$ 1,645,475 for
2021 and 2020)
61,887,744
73,696,661
Accrued
investment income
5,484,182
5,360,523
Total
investments
785,470,875
773,945,298
Cash and cash equivalents
149,209,290
106,219,429
Loans held for sale at estimated
fair value
296,728,086
422,772,418
Receivables (net of
allowances for doubtful accounts of $ 1,733,393 and $ 1,685,382
for 2021 and 2020)
16,397,549
10,899,207
Restricted assets (including
$ 4,363,172 and
$ 3,989,415 for
2021 and 2020 at estimated fair
value)
17,225,453
16,150,036
Cemetery perpetual care trust
investments (including $ 3,077,592 and $ 2,810,070
for 2021 and 2020 at estimated fair value)
6,827,765
6,413,167
Receivable from reinsurers
15,769,108
15,569,156
Cemetery land and improvements
8,416,613
8,761,436
Deferred policy and pre-need
contract acquisition costs
103,469,583
100,075,276
Mortgage servicing rights,
net
46,724,546
35,210,516
Property and equipment, net
14,830,650
12,473,345
Value of business acquired
8,574,921
8,955,249
Goodwill
3,519,588
3,519,588
Other
28,892,160
27,976,357
Total
Assets
$ 1,502,056,187
$ 1,548,940,478
See
accompanying notes to condensed consolidated financial statements (unaudited).
3
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS (Continued)
June 30
December 31
2021
(Unaudited)
2020
Liabilities
and Stockholders' Equity
Liabilities
Future policy
benefits and unpaid claims
$ 852,448,753
$ 844,790,087
Unearned premium reserve
3,193,838
3,328,623
Bank and other loans payable
231,972,771
297,824,368
Deferred pre-need cemetery
and mortuary contract revenues
13,707,231
13,080,179
Cemetery perpetual care obligation
4,201,629
4,087,704
Accounts payable
10,211,871
8,932,683
Other liabilities and accrued
expenses
70,577,233
87,650,981
Income
taxes
29,894,148
25,258,800
Total
liabilities
1,216,207,474
1,284,953,425
Stockholders'
Equity
Preferred Stock - non-voting - $ 1.00
par value; 5,000,000
shares authorized;
—
—
none
issued or outstanding
Class A: common stock - $ 2.00
par value; 20,000,000
shares authorized;
35,123,042
33,191,566
issued 17,561,521
shares in 2021 and 16,595,783
shares in 2020
Class B: non-voting common
stock - $ 1.00
par value; 5,000,000
shares
—
—
authorized;
none
issued or outstanding
Class C: convertible common
stock - $ 2.00
par value; 3,000,000
shares
5,525,260
5,359,206
authorized;
issued 2,762,630
shares in 2021 and 2,679,603
shares in 2020
Additional paid-in capital
57,394,514
50,287,253
Accumulated other comprehensive
income, net of taxes
21,598,498
23,243,133
Retained earnings
168,415,007
153,739,167
Treasury stock at cost - 175,153
Class A shares and 95,356
Class C shares in 2021; and 227,852
Class A shares and 10,985
Class C shares in 2020
( 2,207,608 )
( 1,833,272 )
Total
stockholders' equity
285,848,713
263,987,053
Total
Liabilities and Stockholders' Equity
$ 1,502,056,187
$ 1,548,940,478
See
accompanying notes to condensed consolidated financial statements (unaudited).
4
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
Three
Months Ended June 30
Six
Months Ended June 30
2021
2020
2021
2020
Revenues:
Mortgage
fee income
$ 65,157,813
$ 73,368,333
$ 138,156,425
$ 113,650,094
Insurance
premiums and other considerations
24,959,028
22,924,709
48,309,238
45,215,985
Net investment
income
14,177,318
12,962,745
28,471,205
26,363,244
Net mortuary
and cemetery sales
6,318,398
4,700,778
12,260,524
9,158,869
Gains (losses)
on investments and other assets
1,477,204
2,238,279
3,437,317
( 973,968 )
Other
4,660,554
2,466,898
8,774,212
4,856,467
Total
revenues
116,750,315
118,661,742
239,408,921
198,270,691
Benefits
and expenses:
Death benefits
14,844,067
13,586,723
33,156,073
26,994,350
Surrenders
and other policy benefits
670,957
838,191
1,748,601
1,908,666
Increase in
future policy benefits
7,400,716
6,603,843
11,655,374
13,641,876
Amortization
of deferred policy and pre-need acquisition costs and value of business acquired
3,654,061
3,026,666
7,230,926
6,541,723
Selling, general
and administrative expenses:
Commissions
29,893,565
27,239,088
62,623,245
43,793,831
Personnel
24,328,690
20,538,655
48,700,195
39,258,653
Advertising
1,597,067
1,229,841
3,398,065
2,235,158
Rent and rent
related
1,874,348
1,662,853
3,740,246
3,277,594
Depreciation
on property and equipment
473,478
518,070
975,123
1,034,283
Costs related
to funding mortgage loans
2,739,500
2,378,815
5,676,725
4,335,097
Other
12,029,714
11,303,388
23,979,578
21,378,930
Interest expense
1,694,012
1,881,440
3,519,611
3,700,049
Cost
of goods and services sold-mortuaries and cemeteries
872,788
660,413
1,972,752
1,502,491
Total
benefits and expenses
102,072,963
91,467,986
208,376,514
169,602,701
Earnings
before income taxes
14,677,352
27,193,756
31,032,407
28,667,990
Income
tax expense
( 3,419,873 )
( 6,636,709 )
( 7,646,213 )
( 6,686,494 )
Net
earnings
$ 11,257,479
$ 20,557,047
$ 23,386,194
$ 21,981,496
Net
earnings per Class A Equivalent common share (1)
$ 0.56
$ 1.04
$ 1.16
$ 1.12
Net
earnings per Class A Equivalent common share-assuming dilution (1)
$ 0.54
$ 1.02
$ 1.12
$ 1.10
Weighted-average
Class A equivalent common shares outstanding (1)
20,106,954
19,719,792
20,093,834
19,658,351
Weighted-average
Class A equivalent common shares outstanding-assuming dilution (1)
20,891,771
20,159,385
20,919,882
20,007,853
(1)
Net earnings per share amounts have been adjusted retroactively for the effect of annual stock dividends. The weighted-average shares
outstanding includes the weighted-average Class A common shares and the weighted-average Class C common shares determined on an equivalent
Class A common stock basis. Net earnings per common share represent net earnings per equivalent Class A common share.
See
accompanying notes to condensed consolidated financial statements (unaudited).
5
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three
Months Ended June 30
Six
Months Ended June 30
2021
2020
2021
2020
Net
earnings
$ 11,257,479
$ 20,557,047
$ 23,386,194
$ 21,981,496
Other
comprehensive income:
Unrealized
gains (losses) on fixed maturity securities available for sale
$ 4,734,692
15,180,782
( 2,071,211 )
3,999,631
Unrealized
gains (losses) on restricted assets
2,698
18,072
( 7,731 )
4,987
Unrealized
gains (losses) on cemetery perpetual care trust investments
1,939
17,815
( 6,258 )
5,769
Foreign
currency translation adjustments
—
165
2,835
( 280 )
Other
comprehensive income (loss), before income tax
4,739,329
15,216,834
( 2,082,365 )
4,010,107
Income
tax benefit (expense)
( 995,442 )
( 3,196,946 )
437,730
( 842,532 )
Other
comprehensive income (loss), net of income tax
3,743,887
12,019,888
( 1,644,635 )
3,167,575
Comprehensive
income
$ 15,001,366
$ 32,576,935
$ 21,741,559
$ 25,149,071
See
accompanying notes to condensed consolidated financial statements (unaudited).
6
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
Six
Months Ended June 30, 2021
Class
A Common Stock
Class
C Common Stock
Additional
Paid-in Capital
Accumulated
Other Comprehensive Income
Retained
Earnings
Treasury
Stock
Total
January
1, 2021
$ 33,191,566
$ 5,359,206
$ 50,287,253
$ 23,243,133
$ 153,739,167
$ ( 1,833,272 )
$ 263,987,053
Net earnings
—
—
—
—
12,128,715
—
12,128,715
Other
comprehensive loss
—
—
—
( 5,388,522 )
—
—
( 5,388,522 )
Stock-based
compensation expense
—
—
39,153
—
—
—
39,153
Exercise of stock options
55,852
—
33,401
—
—
—
89,253
Sale
of treasury stock
—
—
290,381
—
—
1,632,041
1,922,422
Purchase
of treasury stock
—
—
—
—
—
( 910,233 )
( 910,233 )
Conversion
Class C to Class A
97,054
( 97,054 )
—
—
—
—
—
March
31, 2021
$ 33,344,472
$ 5,262,152
$ 50,650,188
$ 17,854,611
$ 165,867,882
$ ( 1,111,464 )
$ 271,867,841
Net earnings
—
—
—
—
11,257,479
—
11,257,479
Other
comprehensive income
—
—
—
3,743,887
—
—
3,743,887
Exercise of stock options
106,044
—
7,655
—
—
—
113,699
Sale
of treasury stock
—
—
( 38,048 )
—
—
1,499,862
1,461,814
Purchase
of treasury stock
—
—
—
—
—
( 2,596,006 )
( 2,596,006 )
Stock
dividends
1,672,526
263,108
6,774,719
—
( 8,710,354 )
—
( 1 )
June
30, 2021
$ 35,123,042
$ 5,525,260
$ 57,394,514
$ 21,598,498
$ 168,415,007
$ ( 2,207,608 )
$ 285,848,713
Six
Months Ended June 30, 2020
Class
A Common Stock
Class
C Common Stock
Additional
Paid-in Capital
Accumulated
Other Comprehensive Income
Retained
Earnings
Treasury
Stock
Total
January
1, 2020
$ 32,215,558
$ 5,001,774
$ 46,091,112
$ 13,726,514
$ 101,256,229
$ ( 1,580,582 )
$ 196,710,605
Net earnings
—
—
—
—
1,424,449
—
1,424,449
Other
comprehensive loss
—
—
—
( 8,852,313 )
—
—
( 8,852,313 )
Stock-based
compensation expense
—
—
65,877
—
—
—
65,877
Exercise of stock options
44,822
—
( 33,930 )
—
—
—
10,892
Sale
of treasury stock
—
—
218,280
—
—
264,081
482,361
Purchase
of treasury stock
—
—
—
—
—
( 129,608 )
( 129,608 )
Stock
dividends
2,322
( 1,020 )
2,292
—
( 3,594 )
—
—
Conversion
Class C to Class A
22,324
( 22,324 )
—
—
—
—
—
March
31, 2020
$ 32,285,026
$ 4,978,430
$ 46,343,631
$ 4,874,201
$ 102,677,084
$ ( 1,446,109 )
$ 189,712,263
Net earnings
—
—
—
—
20,557,047
—
20,557,047
Other
comprehensive income
—
—
—
12,019,888
—
—
12,019,888
Stock-based
compensation expense
—
—
101,520
—
—
—
101,520
Exercise of stock options
22,726
—
( 22,726 )
—
—
—
—
Sale
of treasury stock
—
—
319,676
—
—
664,546
984,222
Purchase
of treasury stock
—
—
—
—
—
( 760,713 )
( 760,713 )
Stock
dividends
807,356
124,460
2,175,790
—
( 3,107,607 )
—
( 1 )
June
30, 2020
$ 33,115,108
$ 5,102,890
$ 48,917,891
$ 16,894,089
$ 120,126,524
$ ( 1,542,276 )
$ 222,614,226
7
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six
Months Ended June 30
2021
2020
Cash
flows from operating activities:
Net
cash provided by (used in) operating activities
$ 124,476,144
$ ( 109,561,903 )
Cash
flows from investing activities:
Purchases
of fixed maturity securities
( 2,758,463 )
( 49,243,362 )
Sales,
calls and maturities of fixed maturity securities
34,388,575
60,438,933
Purchases
of equity securities
( 635,843 )
( 13,396,648 )
Sales
of equity securities
2,885,620
7,841,952
Net changes
in restricted assets
514,085
( 1,476,279 )
Net changes
in perpetual care trusts
140,092
( 120,904 )
Mortgage
loans held for investment, other investments and policy loans made
( 399,597,382 )
( 313,439,255 )
Payments
received for mortgage loans held for investment, other investments and policy loans
398,670,420
291,577,885
Purchases
of property and equipment
( 3,342,889 )
( 910,429 )
Purchases
of real estate
( 49,123,963 )
( 12,217,051 )
Sales
of real estate
10,022,114
6,584,359
Net
cash used in investing activities
( 8,837,634 )
( 24,360,799 )
Cash
flows from financing activities:
Investment
contract receipts
5,865,484
5,180,530
Investment
contract withdrawals
( 7,699,546 )
( 8,606,537 )
Proceeds
from stock options exercised
202,952
10,892
Purchases
of treasury stock
( 3,506,239 )
( 890,321 )
Repayment
of bank loans
( 53,878,750 )
( 48,739,820 )
Proceeds
from bank loans
72,702,425
119,172,821
Net
change in warehouse line borrowings for loans held for sale
( 84,737,685 )
59,048,513
Net
cash provided by (used in) financing activities
( 71,051,359 )
125,176,078
Net
change in cash, cash equivalents, restricted cash and restricted cash equivalents
44,587,151
( 8,746,624 )
Cash,
cash equivalents, restricted cash and restricted cash equivalents at beginning of period
115,465,086
137,735,673
Cash,
cash equivalents, restricted cash and restricted cash equivalents at end of period
$ 160,052,237
$ 128,989,049
Supplemental
Disclosure of Cash Flow Information:
Cash
paid during the year for:
Interest
$ 3,759,561
$ 3,732,031
Income
taxes (net of refunds)
2,573,137
409,223
Non
Cash Operating, Investing and Financing Activities:
Accrued
real estate construction costs and retainage
$ 5,776,672
$ 687,314
Benefit
plans funded with treasury stock
3,384,236
1,466,583
Right-of-use
assets obtained in exchange for operating lease liabilities
1,974,832
4,641,238
Mortgage
loans held for investment foreclosed into real estate held for investment
730,116
686,124
Transfer
of loans held for sale to mortgage loans held for investment
201,951
8,933,676
Right-of-use
assets obtained in exchange for finance lease liabilities
—
8,494
8
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
Reconciliation
of cash, cash equivalents, restricted cash and restricted cash equivalents as shown in the condensed consolidated statements of cash
flows is presented in the table below:
Six
Months Ended June 30
2021
2020
Cash
and cash equivalents
$ 149,209,290
$ 116,961,182
Restricted
assets
10,194,202
9,992,953
Cemetery
perpetual care trust investments
648,745
2,034,914
Total
cash, cash equivalents, restricted cash and restricted cash equivalents
$ 160,052,237
$ 128,989,049
See
accompanying notes to condensed consolidated financial statements (unaudited).
9
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2021 (Unaudited)
1) Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Articles 8 and
10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally
accepted in the United States of America for complete financial statements. These financial statements should be read in conjunction
with the consolidated financial statements of the Company and notes thereto for the year ended December 31, 2020, included in the Company’s
Annual Report on Form 10-K (File Number 000-09341). In the opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are
not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to adopt policies and make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. In applying these policies and estimates, the Company makes judgments that frequently require assumptions about matters that are
inherently uncertain. Accordingly, significant estimates used in the preparation of the Company’s financial statements may be subject
to significant adjustments in future periods. Actual results could differ from those estimates.
Material
estimates that are particularly susceptible to significant changes in the near term are those used in determining the value of derivative
assets and liabilities; those used in determining deferred acquisition costs and the value of business acquired; those used in determining
the value of mortgage loans foreclosed to real estate held for investment; those used in determining the liability for future policy
benefits;those used in estimating other than temporary impairments on available for sale securities; those used in determining the value
of mortgage servicing rights;those used in determining allowances for loan losses for mortgage loans held for investment; those used
in determining loan loss reserve; and those used in determining deferred tax assets and liabilities. Although some variability is inherent
in these estimates, management believes the amounts provided are fairly stated in all material respects.
COVID-19 .
During 2020, the outbreak of COVID-19 had spread worldwide and was declared a global pandemic by the World Health Organization on March
11, 2020. COVID-19 poses a threat to the health and economic well-being of the Company’s employees, customers, and vendors. The
Company is closely monitoring developments relating to the COVID-19 pandemic and assessing its impact on the Company’s business.
The continued uncertainty surrounding the COVID-19 pandemic has had and continues to have a major impact on the global economy and financial
markets. Governments and businesses have taken numerous measures to try to contain the virus, which include the implementation of travel
bans, self-imposed quarantine periods, and social distancing. These measures have disrupted and will continue to disrupt businesses globally.
Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize the economic conditions.
Like
most businesses, COVID-19 has impacted the Company. However, the Company cannot, with any certainty predict the severity or duration
with which COVID-19 will impact the Company’s business, financial condition, results of operations, and cash flows. To the extent
the COVID-19 pandemic adversely affects the Company’s business, financial condition, and results of operations, it may also have
the effect of heightening many of the other risks described in this Management’s Discussion and Analysis of Financial Condition
and Results of Operations. These uncertainties have the potential to negatively affect the risk of credit default for the issuers of
the Company’s fixed maturity debt securities and individual borrowers with mortgage loans held by the Company.
The
Company has implemented risk management, business continuity plans and has taken preventive measures and other precautions, such as business
travel restrictions and remote work arrangements. Such measures and precautions have enabled the Company to continue to conduct business.
10
2) Recent
Accounting Pronouncements
Accounting
Standards Adopted in 2020
ASU
No. 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement”
– Issued in August 2018, ASU 2018-13 modifies the disclosure requirements of Topic 820 by removing, modifying or adding certain
disclosures. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level
1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant
unobservable inputs for Level 3 fair value measurements. ASU 2018-13 does not change the fair value measurements already required or
permitted by existing standards. The Company adopted this standard on January 1, 2020. The adoption of this standard did not materially
impact the Company’s financial statements. See Note 8 for the Company’s fair value disclosures.
Accounting
Standards Issued But Not Yet Adopted
ASU
No. 2016-13: “Financial Instruments – Credit Losses (Topic 326)” – Issued in September 2016, ASU 2016-13
amends guidance on reporting credit losses for assets held at amortized cost basis (such as mortgage loans and held to maturity debt
securities) and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial
recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses.
The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present
the net amount expected to be collected. For available for sale debt securities, credit losses should be measured in a manner similar
to current GAAP; however, Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. In October
2019, the FASB proposed an update to ASU No. 2016-13 that would make the ASU effective for the Company on January 1, 2023. The Company
is in the process of evaluating the potential impact of this standard, especially as it relates to mortgage loans held for investment.
ASU
No. 2018-12: “Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts”
– Issued in August 2018, ASU 2018-12 is intended to improve the timeliness of recognizing changes in the liability for future
policy benefits on traditional long-duration contracts by requiring that assumptions be updated after contract inception and by modifying
the rate used to discount future cash flows. The ASU will simplify and improve the accounting for certain market-based options or guarantees
associated with deposit or account balance contracts, simplify amortization of deferred acquisition costs while improving and expanding
required disclosures. In November 2020, the FASB issued an update to ASU No. 2018-12 that made the ASU effective for the Company
on January 1, 2025. The Company is in the process of evaluating the potential impact of this standard.
The
Company has reviewed other recent accounting pronouncements and has determined that they will not significantly impact the Company’s
results of operations or financial position.
11
3) Investments
The
Company’s investments as of June 30, 2021 are summarized as follows:
Available for sale
Amortized
Cost
Gross
Unrealized Gains
Gross
Unrealized Losses
Estimated
Fair Value
June
30, 2021:
Fixed
maturity securities, available for sale, at estimated fair value:
U.S.
Treasury securities and obligations of U.S. Government agencies
$ 22,260,808
$ 907,733
$ —
$ 23,168,541
Obligations
of states and political subdivisions
5,158,473
242,668
( 4,769 )
5,396,372
Corporate
securities including public utilities
177,621,795
25,368,792
( 243,492 )
202,747,095
Mortgage-backed
securities
28,259,360
1,239,004
( 135,522 )
29,362,842
Redeemable
preferred stock
269,214
13,612
—
282,826
Total
fixed maturity securities available for sale
$ 233,569,650
$ 27,771,809
$ ( 383,783 )
$ 260,957,676
Equity
securities at estimated fair value:
Common
stock:
Industrial,
miscellaneous and all other
$ 7,810,399
$ 2,797,881
$ ( 285,824 )
$ 10,322,456
Total
equity securities at estimated fair value
$ 7,810,399
$ 2,797,881
$ ( 285,824 )
$ 10,322,456
Mortgage
loans held for investment at amortized cost:
Residential
$ 83,195,347
Residential
construction
135,728,280
Commercial
47,440,235
Less:
Unamortized deferred loan fees, net
( 1,725,718 )
Less:
Allowance for loan losses
( 1,900,935 )
Less:
Net discounts
( 577,202 )
Total
mortgage loans held for investment
$ 262,160,007
Real
estate held for investment - net of accumulated depreciation:
Residential
$ 50,268,513
Commercial
128,169,133
Total
real estate held for investment
$ 178,437,646
Real
estate held for sale:
Residential
$ 1,330,611
Commercial
4,890,553
Total
real estate held for sale
$ 6,221,164
Other
investments and policy loans at amortized cost:
Policy
loans
$ 13,734,049
Insurance
assignments
42,029,299
Federal
Home Loan Bank stock (1)
2,545,000
Other
investments
5,256,014
Less:
Allowance for doubtful accounts
( 1,676,618 )
Total
policy loans and other investments
$ 61,887,744
Accrued
investment income
$ 5,484,182
Total
investments
$ 785,470,875
(1)
Includes
$905,700 of Membership stock and $1,639,000 of Activity stock due to short-term borrowings.
12
The
Company’s investments as of December 31, 2020 are summarized as follows:
Amortized
Cost
Gross
Unrealized Gains
Gross
Unrealized Losses
Estimated
Fair Value
December
31, 2020:
Fixed
maturity securities, available for sale, at estimated fair value:
U.S.
Treasury securities and obligations of U.S. Government agencies
$ 42,381,805
$ 1,358,562
$ —
$ 43,740,367
Obligations
of states and political subdivisions
5,383,762
312,214
( 1,261 )
5,694,715
Corporate
securities including public utilities
186,067,912
27,216,496
( 681,478 )
212,602,930
Mortgage-backed
securities
31,047,791
1,565,377
( 267,106 )
32,346,062
Redeemable
preferred stock
269,214
3,391
—
272,605
Total
fixed maturity securities available for sale
$ 265,150,484
$ 30,456,040
$ ( 949,845 )
$ 294,656,679
Equity
securities at estimated fair value:
Common
stock:
Industrial,
miscellaneous and all other
$ 9,698,490
$ 2,376,156
$ ( 750,407 )
$ 11,324,239
Total
equity securities at estimated fair value
$ 9,698,490
$ 2,376,156
$ ( 750,407 )
$ 11,324,239
Mortgage
loans held for investment at amortized cost:
Residential
$ 95,822,448
Residential
construction
111,111,777
Commercial
46,836,866
Less:
Unamortized deferred loan fees, net
( 1,161,132 )
Less:
Allowance for loan losses
( 2,005,127 )
Less:
Net discounts
( 1,260,896 )
Total
mortgage loans held for investment
$ 249,343,936
Real
estate held for investment - net of accumulated depreciation:
Residential
$ 24,843,743
Commercial
106,840,710
Total
real estate held for investment
$ 131,684,453
Real
estate held for sale:
Residential
$ 3,478,254
Commercial
4,400,553
Total
real estate held for sale
$ 7,878,807
Other
investments and policy loans at amortized cost:
Policy
loans
$ 14,171,589
Insurance
assignments
53,231,131
Federal
Home Loan Bank stock (1)
2,506,600
Other
investments
5,432,816
Less:
Allowance for doubtful accounts
( 1,645,475 )
Total
policy loans and other investments
$ 73,696,661
Accrued
investment income
$ 5,360,523
Total
investments
$ 773,945,298
(1)
Includes
$866,900 of Membership stock and $1,639,700 of Activity stock due to short-term borrowings.
13
Fixed
Maturity Securities
The
following tables summarize unrealized losses on fixed maturity securities available for sale, which were carried at estimated fair value,
at June 30, 2021 and December 31, 2020. The unrealized losses were primarily related to interest rate fluctuations and uncertainties
relating to COVID-19. The tables set forth unrealized losses by duration with the fair value of the related fixed maturity securities:
Schedule of Unrealized Loss
on Investments
Unrealized
Losses for Less than Twelve Months
Fair
Value
Unrealized
Losses for More than Twelve Months
Fair
Value
Total
Unrealized Loss
Fair
Value
At
June 30, 2021
Obligations
of States and Political Subdivisions
$ 4,769
$ 757,348
$ —
$ —
$ 4,769
$ 757,348
Corporate
Securities
28,595
4,269,265
214,897
4,618,270
243,492
8,887,535
Mortgage
and other asset-backed securities
25,176
1,952,135
110,346
1,836,960
135,522
3,789,095
Total
unrealized losses
$ 58,540
$ 6,978,748
$ 325,243
$ 6,455,230
$ 383,783
$ 13,433,978
At
December 31, 2020
Obligations
of States and Political Subdivisions
$ 1,261
$ 206,812
$ —
$ —
$ 1,261
$ 206,812
Corporate
Securities
242,596
9,919,298
438,882
2,593,026
681,478
12,512,324
Mortgage
and other asset-backed securities
266,522
3,455,574
584
51,961
267,106
3,507,535
Total
unrealized losses
$ 510,379
$ 13,581,684
$ 439,466
$ 2,644,987
$ 949,845
$ 16,226,671
There
were 51 securities with fair value of 97.2 %
of amortized cost at June 30, 2021. There were 63 securities with fair value of 94.7 %
of amortized cost at December 31, 2020. No additional credit losses have been recognized for the three and six months ended June 30,
2021 and 2020.
On
a quarterly basis, the Company evaluates its fixed maturity securities available for sale. This evaluation includes a review of current
ratings by the National Association of Insurance Commissions (NAIC). Securities with a rating of 1 or 2 are considered investment grade.
Securities with ratings of 3 to 5 are considered non-investment grade and are evaluated for impairment. Securities with a rating of 6
are automatically determined to be impaired and are written down. The evaluation involves an analysis of the securities in relation to
historical values, interest payment history, projected earnings and revenue growth rates as well as a review of the reason for a downgrade
in the NAIC rating. Based on the analysis of a security that is rated 3 to 5, a determination is made whether the security will likely
make interest and principal payments in accordance with the terms of the financial instrument. If it is unlikely that the security will
meet contractual obligations, the loss is considered to be other than temporary, the security is written down to the new anticipated
market value and an impairment loss is recognized.
The
fair values of fixed maturity securities are based on quoted market prices, when available. For fixed maturity securities not actively
traded, fair values are estimated using values obtained from independent pricing services, or in the case of private placements, are
estimated by discounting expected future cash flows using a current market value applicable to the coupon rate, credit and maturity of
the investments.
14
(3)
Investments (Continued)
The
following table presents a rollforward of the Company's cumulative other than temporary credit impairments (“OTTI”) recognized
in earnings on fixed maturity securities available for sale for the six months ended June 30:
Schedule of earnings on fixed
maturity securities
2021
2020
Balance
of credit-related OTTI at January 1
$ 370,975
$ —
Additions
for credit impairments recognized on:
Securities
not previously impaired
—
—
Securities
previously impaired
—
—
Reductions
for credit impairments previously recognized on:
Securities
that matured or were sold during the period (realized)
—
—
Securities
due to an increase in expected cash flows
—
—
Balance
of credit-related OTTI at June 30
370,975
—
The
amortized cost and estimated fair value of fixed maturity securities available for sale at June 30, 2021, by contractual maturity, are
shown below. Expected maturities may differ from contractual maturities because certain borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
Investments Classified by
Contractual Maturity Date
Amortized
Cost
Estimated
Fair
Value
Due
in 1 year
$ 470,918
$ 479,754
Due
in 2-5 years
65,576,854
69,598,648
Due
in 5-10 years
71,005,630
79,264,125
Due
in more than 10 years
67,987,674
81,969,481
Mortgage-backed
securities
28,259,360
29,362,842
Redeemable
preferred stock
269,214
282,826
Total
$ 233,569,650
$ 260,957,676
The
Company is a member of the Federal Home Loan Bank of Des Moines and Dallas (“FHLB”). The Company pledged a total of $20,000,000,
par value, of United States Treasury fixed maturity securities with the FHLB at June 30, 2021. These securities are used as collateral
on any cash borrowings from the FHLB. As of June 30, 2021, the Company did not have any amounts outstanding with the FHLB and its estimated
remaining maximum borrowing capacity was $19,152,949.
15
(3)
Investments (Continued)
Investment
Related Earnings
The
Company’s net realized gains and losses from sales, calls, and maturities, unrealized gains and losses on equity securities, and
other than temporary impairments are summarized as follows:
Gain
(Loss) on Investments
Three
Months Ended June 30
Six
Months Ended June 30
2021
2020
2021
2020
Fixed
maturity securities:
Gross
realized gains
$ 188,266
$ 55,138
$ 273,659
$ 150,959
Gross
realized losses
( 2,119 )
( 12,089 )
( 14,886 )
( 12,089 )
Equity
securities:
Gains
(losses) on securities sold
146,011
( 50,029 )
252,580
( 107,471 )
Unrealized
gains and (losses) on securities held at the end of the period
490,394
1,738,059
1,442,424
( 1,023,797 )
Other
assets:
Gross
realized gains
737,443
48,736
1,846,801
505,764
Gross
realized losses
( 82,791 )
458,464
( 363,261 )
( 487,334 )
Total
$ 1,477,204
$ 2,238,279
$ 3,437,317
$ ( 973,968 )
The
net realized gains and losses on the sale of securities are recorded on the trade date, and the cost of the securities sold is determined
using the specific identification method.
Information
regarding sales of fixed maturity securities available for sale is summarized as follows:
Schedule
of Major categories of net investment income
Three
Months Ended June 30
Six
Months Ended June 30
2021
2020
2021
2020
Proceeds
from sales
$ 1,163,366
$ 2,107,581
$ 1,982,931
$ 2,753,331
Gross
realized gains
149,338
53,928
209,132
133,339
Gross
realized losses
—
137
—
137
Major
categories of net investment income are as follows:
Three
Months Ended June 30
Six
Months Ended June 30
2021
2020
2021
2020
Fixed
maturity securities
$ 2,698,011
$ 3,143,072
$ 5,522,122
$ 6,067,786
Equity
securities
106,041
111,122
234,270
203,164
Mortgage
loans held for investment
6,902,466
5,582,152
12,986,883
11,236,042
Real
estate
3,002,650
2,787,881
6,045,479
5,941,267
Policy
loans
232,135
257,527
464,488
491,492
Insurance
assignments
4,171,318
4,383,398
9,517,047
8,682,602
Other
investments
39,299
398
53,006
25,421
Cash
and cash equivalents
34,030
22,385
73,624
320,390
Gross
investment income
17,185,950
16,287,935
34,896,919
32,968,164
Investment
expenses
( 3,008,632 )
( 3,325,190 )
( 6,425,714 )
( 6,604,920 )
Net
investment income
$ 14,177,318
$ 12,962,745
$ 28,471,205
$ 26,363,244
Net
investment income includes income earned by the restricted assets cemeteries and mortuaries of $ 190,668
and $ 140,093
for the three months
ended June 30, 2021 and 2020, respectively, and $ 351,879
and $ 250,732
for the six months ended
June 30, 2021 and 2020, respectively.
Net
investment income on real estate consists primarily of rental revenue.
Investment
expenses consist primarily of depreciation, property taxes, operating expenses of real estate and an estimated portion of administrative
expenses relating to investment activities.
16
Securities
on deposit with regulatory authorities as required by law amounted to $ 10,263,529
at June 30,2021 and $ 9,684,409
at December 31, 2020.
These restricted securities are included in various assets under investments on the accompanying condensed consolidated balance sheets.
There
were no investments, aggregated by issuer, in excess of 10% of shareholders’ equity (before net unrealized gains and losses on
equity securities and fixed maturity securities) at June 30, 2021, other than investments issued or guaranteed by the United States Government.
Real
Estate Held for Investment and Held for Sale
The
Company strategically deploys resources into real estate to match the income and yield durations of its primary obligations. The sources
for these real estate assets come through its various business units in the form of acquisition, development and mortgage foreclosures.
Commercial
Real Estate Held for Investment and Held for Sale
The
Company owns and manages commercial real estate assets as a means of generating investment income. These assets are acquired in accordance
with the Company’s goals and objectives for risk-adjusted returns. Due diligence is conducted on each asset using internal and
third-party reports. Geographic locations and asset classes of the investment activity is determined by senior management under the direction
of the Board of Directors.
The
Company employs full-time employees to attend to the day-to-day operations of those assets within the greater Salt Lake area and close
surrounding markets. The Company utilizes third party property managers when the geographic boundary does not warrant full-time staff
or through strategic lease-up periods. The Company generally looks to acquire assets in regions that are high growth regions for employment
and population and in assets that provide operational efficiencies.
The
Company currently owns and operates 11 commercial properties in 5 states. These properties include office buildings, a funeral home,
flex office space,and includes the redevelopment and expansion of its corporate campus (“Center 53”) in Salt Lake City, Utah.
The Company also holds undeveloped land that may be used for future commercial developments. The Company uses bank debt in strategic
cases to leverage established yields or to acquire a higher quality or different class of asset.
The
aggregated net ending balance of commercial real estate that serves as collateral for bank loans was $ 110,763,510
and $ 71,517,902
as of June 30, 2021 and
December 31, 2020, respectively. The associated bank loan carrying values totaled $ 66,163,722
and $ 46,153,283
as of June 30, 2021 and
December 31, 2020, respectively.
During
the three months ended June 30, 2021 and 2020, the Company recorded impairment losses on commercial real estate held for sale of $ 28,378
and $ 15,551 ,
respectively. During the six months ended June 30, 2021 and 2020, the Company recorded impairment losses on commercial real estate held
for sale of $ 28,378
and $ 46,980 ,
respectively. These impairment losses relate to an office building and a funeral home held by the life insurance segment. Impairment
losses are included in gains (losses) on investment and other assets on the condensed consolidated statements of earnings.
17
The
following is a summary of the Company’s commercial real estate held for investment for the periods presented:
Commercial Real Estate Investment
Net Ending Balance
Total Square
Footage
June
30
2021
December
31
2020
June
30
2021
December
31
2020
Utah (1)
$ 122,439,551
$ 100,927,528
379,066
379,066
Louisiana
2,449,494
2,998,684
31,778
84,841
Mississippi
2,890,943
2,914,498
21,521
21,521
California
389,145
—
2,872
—
$ 128,169,133
$ 106,840,710
435,237
485,428
(1) Includes Center53 phase 1 and phase
2, which is under construction.
The following
is a summary of the Company’s commercial real estate held for sale for the periods presented:
Net Ending Balance
Total Square
Footage
June
30
2021
December
31
2020
June
30
2021
December
31
2020
Kansas
4,000,000
4,000,000
222,679
222,679
Louisiana
490,000
—
53,063
—
Texas (1)
249,000
249,000
—
—
Mississippi
151,553
151,553
—
12,300
$ 4,890,553
$ 4,400,553
275,742
234,979
(1)
Improved
commercial pad
These
properties are all actively being marketed with the assistance of commercial real estate brokers in the markets where the properties
are located. The Company expects these properties to sell within the coming 12 months.
Residential
Real Estate Held for Investment and Held for Sale
The
Company owns a small portfolio of residential homes primarily as a result of loan foreclosures. The Company has the option to sell them
or to continue to hold them for cash flow and acceptable returns. The Company also invests in residential subdivision land developments.
The
Company established Security National Real Estate Services (“SNRE”) to manage the residential portfolio. SNRE cultivates
and maintains the preferred vendor relationships necessary to manage costs and quality of work performed on the portfolio of homes across
the country.
The
net ending balance of foreclosed residential real estate included in residential real estate held for investment and sale is $ 1,828,936
and $ 4,327,079
as of June 30, 2021 and
December 31, 2020, respectively.
During
the three and six months ended June 30, 2021 and 2020 the Company did no t
record any impairment losses on residential real estate held for investment or held for sale. Impairment losses, if any, are included
in gains (losses) on investment and other assets on the condensed consolidated statements of earnings.
18
(3)
Investments (Continued)
The
following is a summary of the Company’s residential real estate held for investment for the periods presented:
Residential
Real Estate Investment
Net Ending Balance
June
30
2021
December
31
2020
Utah (1)
49,982,332
$ 24,557,562
Washington
(2)
286,181
286,181
$ 50,268,513
$ 24,843,743
(1)
Includes
subdivision land developments
(2)
Improved
residential lots
Additional
information regarding the Company’s subdivision land developments in Utah is summarized as follows:
June
30
2021
December
31
2020
Lots
available for sale
91
36
Lots
to be developed
469
350
Ending Balance (1)
$ 49,770,193
$ 23,777,478
(1)
The
estimated remaining cost to complete the undeveloped lots is $ 42,965,000
and $ 17,354,000
as of June 30, 2021 and December 31, 2020,
respectively.
19
(3)
Investments (Continued)
The
following is a summary of the Company’s residential real estate held for sale for the periods presented:
Net Ending Balance
June
30
2021
December
31
2020
Nevada
$ 979,640
$ 979,640
Florida
340,971
744,322
Ohio
10,000
10,000
Utah
—
1,744,292
$ 1,330,611
$ 3,478,254
These
properties are all actively being marketed with the assistance of residential real estate brokers in the markets where the properties
are located. The Company expects these properties to sell within the coming 12 months.
Real
Estate Owned and Occupied by the Company
The
primary business units of the Company occupy a portion of the real estate owned by the Company. As of June 30, 2021, real estate owned
and occupied by the Company is summarized as follows:
Real Estate Owned and Occupied
by the Company
Location
Business Segment
Approximate
Square Footage
Square
Footage Occupied by the Company
121
W. Election Rd., Draper, UT
Corporate
Offices, Life Insurance and
Cemetery/Mortuary Operations
78,979
18 %
5201
Green Street, Salt Lake City, UT (1)
Life
Insurance and Mortgage Operations
39,157
73 %
1044
River Oaks Dr., Flowood, MS
Life
Insurance Operations
19,694
28 %
1818
Marshall Street, Shreveport, LA (1)
Life
Insurance Operations
12,274
100 %
909 Foisy
Street, Alexandria, LA (1)
Life
Insurance Sales
8,059
100 %
812 Sheppard
Street, Minden, LA (1)
Life
Insurance Sales
1,560
100 %
1550
N 3rd Street, Jena, LA (1)
Life
Insurance Sales
1,737
100 %
(1) Included in property and equipment
on the condensed consolidated balance sheets
Mortgage Loans Held for Investment
Mortgage
loans held for investment consist of first and second mortgages. The mortgage loans bear interest at rates ranging from 2.0% to 10.5%,
maturity dates range from nine months to 30 years and are secured by real estate. Concentrations of credit risk arise when a number of
mortgage loan debtors have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly
affected by changes in economic conditions. Although the Company has a diversified mortgage loan portfolio consisting of residential
mortgages, commercial loans and residential construction loans and requires collateral on all real estate exposures, a substantial portion
of its debtors’ ability to honor obligations is reliant on the economic stability of the geographic region in which the debtors
do business. At June 30,2021, the Company had 60%, 13%, 8%, 4%, 3%,2%, 2% and 2% of its mortgage loans from borrowers located in the
states of Utah, Florida, Texas,Nevada, Arizona, Colorado, Hawaii, and Louisiana, respectively. At December 31, 2020, the Company had
57%, 13%, 9%, 4%, 3% and 3% of its mortgage loans from borrowers located in the states of Utah, Florida, Texas, California, Nevada and
Arizona, respectively.
Mortgage
loans held for investment are carried at their unpaid
principal balances adjusted for net deferred fees, charge-offs, premiums, discounts and the related allowance for loan losses. Interest
income is included in net investment income on the condensed consolidated statements of earnings and is recognized when earned. The Company
defers related material loan origination fees, net of related direct loan origination costs, and amortizes the net fees over the term
of the loans. Origination fees are included in net investment income on the condensed consolidated statements of earnings.
20
Mortgage
loans are secured by the underlying property and require an appraisal at the time of underwriting and funding. Generally, the Company
will fund a loan not to exceed 80% of the loan’s collateral fair market value. Amounts over 80% will require additional collateral
or mortgage insurance by an approved third-party insurer.
The
Company provides for losses on its mortgage loans held for investment through an allowance for loan losses (a contra-asset account).
The allowance is comprised of two components. The first component is an allowance for collectively evaluated impairment that is based
upon the Company’s historical experience in collecting similar receivables. The second component is based upon individual evaluation
of loans that are determined to be impaired. Upon determining impairment, the Company establishes an individual impairment allowance
based upon an assessment of the fair value of the underlying collateral. In
addition, when a mortgage loan is past due more than 90 days, the Company does not accrue any interest income. When a loan becomes delinquent,
the Company proceeds to foreclose on the real estate and all expenses for foreclosure are expensed as incurred. Once foreclosed, an adjustment
for the lower of cost or fair value is made, if necessary, and the amount is classified as real estate held for investment or held for
sale.
The
allowance for losses on mortgage loans held for investment could change based on changes in the value of the underlying collateral, the
performance status of the loans, or the Company’s actual collection experience. The actual losses could change, in the near term,
from the established allowance, based upon the occurrence or non-occurrence of these events.
For
purposes of determining the allowance for losses, the Company has segmented its mortgage loans held for investment by loan type. The
Company’s loan types are commercial, residential, and residential construction. The inherent risks within the portfolio vary depending
upon the loan type as follows:
Commercial
- Underwritten in accordance with the Company’s policies to determine the borrower’s ability to repay the obligation
as agreed. Commercial loans are made primarily based on the underlying collateral supporting the loan. Accordingly, the repayment of
a commercial loan depends primarily on the collateral and its ability to generate income and secondary on the borrower’s (or guarantors)
ability to repay.
Residential
– Secured by family dwelling units. These loans are secured by first mortgages on the unit, which are generally the primary
residence of the borrower, generally at a loan-to-value ratio (“LTV”) of 80% or less.
Residential
construction (including land acquisition and development) – Underwritten in accordance with the Company’s underwriting
policies which include a financial analysis of the builders, borrowers (guarantors), construction cost estimates, and independent appraisal
valuations. These loans will rely on the value associated with the project upon completion. These cost and valuation estimates may be
inaccurate. Construction loans generally involve the disbursement of substantial funds over a short period of time with repayment substantially
dependent upon the success of the completed project and the ability of the borrower to secure long-term financing. Additionally,
land is underwritten according to the Company’s policies, which include independent appraisal valuations as well as the estimated
value associated with the land upon completion of development into finished lots. These cost and valuation estimates may be inaccurate.
These loans are considered to be of a higher risk than other mortgage loans due to their ultimate repayment being sensitive to general
economic conditions, availability of long-term or construction financing, and interest rate sensitivity.
21
The
Company establishes a valuation allowance for credit losses in its mortgage loans held for investment portfolio. The following is a summary
of the allowance for loan losses as a contra-asset account for the periods presented:
Schedule of Allowance for
loan losses as a contra-asset account
Commercial
Residential
Residential
Construction
Total
June
30, 2021
Allowance
for credit losses:
Beginning balance
- January 1, 2021
$ 187,129
$ 1,774,796
$ 43,202
$ 2,005,127
Charge-offs
—
—
—
—
Provision
—
( 104,192 )
—
( 104,192 )
Ending
balance - June 30, 2021
$ 187,129
$ 1,670,604
$ 43,202
$ 1,900,935
Ending
balance: individually evaluated for impairment
$ —
$ 192,266
$ —
$ 192,266
Ending
balance: collectively evaluated for impairment
$ 187,129
$ 1,478,338
$ 43,202
$ 1,708,669
Mortgage
loans:
Ending
balance
$ 47,440,235
$ 83,195,347
$ 135,728,280
$ 266,363,862
Ending
balance: individually evaluated for impairment
$ 848,464
$ 3,676,282
$ 200,963
$ 4,725,709
Ending
balance: collectively evaluated for impairment
$ 46,591,771
$ 79,519,065
$ 135,527,317
$ 261,638,153
December
31, 2020
Allowance
for credit losses:
Beginning balance - January
1, 2020
$ 187,129
$ 1,222,706
$ 43,202
$ 1,453,037
Charge-offs
—
—
—
—
Provision
—
552,090
—
552,090
Ending
balance
$ 187,129
$ 1,774,796
$ 43,202
$ 2,005,127
Ending
balance: individually evaluated for impairment
$ —
$ 219,905
$ —
$ 219,905
Ending
balance: collectively evaluated for impairment
$ 187,129
$ 1,554,891
$ 43,202
$ 1,785,222
Mortgage
loans:
Ending
balance - December 31, 2020
$ 46,836,866
$ 111,111,777
$ 95,822,448
$ 253,771,091
Ending
balance: individually evaluated for impairment
$ 2,148,827
$ 7,932,680
$ 200,963
$ 10,282,470
Ending
balance: collectively evaluated for impairment
$ 44,688,039
$ 103,179,097
$ 95,621,485
$ 243,488,621
22
(3)
Investments (Continued)
The
following is a summary of the aging of mortgage loans held for investment for the periods presented:
Schedule of aging of mortgage
loans
Commercial
Residential
Residential
Construction
Total
June
30, 2021
30-59
Days Past Due
$ 6,000,000
$ 4,328,577
$ 494,665
$ 10,823,242
60-89
Days Past Due
554,638
3,338,670
965,186
4,858,494
Greater
Than 90 Days (1)
599,291
2,433,426
—
3,032,717
In
Process of Foreclosure (1)
249,173
1,242,856
200,963
1,692,992
Total
Past Due
7,403,102
11,343,529
1,660,814
20,407,445
Current
40,037,133
71,851,818
134,067,466
245,956,417
Total
Mortgage Loans
47,440,235
83,195,347
135,728,280
266,363,862
Allowance
for Loan Losses
( 187,129 )
( 1,670,604 )
( 43,202 )
( 1,900,935 )
Unamortized
deferred loan fees, net
( 83,409 )
( 1,160,086 )
( 482,223 )
( 1,725,718 )
Unamortized
discounts, net
( 295,255 )
( 281,947 )
—
( 577,202 )
Net
Mortgage Loans
$ 46,874,442
$ 80,082,710
$ 135,202,855
$ 262,160,007
December
31, 2020
30-59
Days Past Due
$ 233,200
$ 5,866,505
$ 127,191
$ 6,226,896
60-89
Days Past Due
812,780
2,048,148
—
2,860,928
Greater
Than 90 Days (1)
2,148,827
5,669,583
—
7,818,410
In
Process of Foreclosure (1)
—
2,263,097
200,963
2,464,060
Total
Past Due
3,194,807
15,847,333
328,154
19,370,294
Current
43,642,059
79,975,115
110,783,623
234,400,797
Total
Mortgage Loans
46,836,866
95,822,448
111,111,777
253,771,091
Allowance
for Loan Losses
( 187,129 )
( 1,774,796 )
( 43,202 )
( 2,005,127 )
Unamortized
deferred loan fees, net
( 32,557 )
( 909,864 )
( 218,711 )
( 1,161,132 )
Unamortized
discounts, net
( 880,721 )
( 380,175 )
—
( 1,260,896 )
Net
Mortgage Loans
$ 45,736,459
$ 92,757,613
$ 110,849,864
$ 249,343,936
(1)
Interest
income is not recognized on loans past due greater than 90 days or in foreclosure.
23
(3)
Investments (Continued)
Impaired
Mortgage Loans Held for Investment
Impaired
mortgage loans held for investment include loans with a related specific valuation allowance or loans whose carrying amount has been
reduced to the expected collectible amount because the impairment has been considered other than temporary. The recorded investment in
and unpaid principal balance of impaired loans along with the related loan specific allowance for losses, if any, for each reporting
period and the average recorded investment and interest income recognized during the time the loans were impaired were as follows:
Schedule of Impaired Mortgage
Loans
Recorded
Investment
Unpaid
Principal Balance
Related
Allowance
Average
Recorded Investment
Interest
Income Recognized
June
30, 2021
With
no related allowance recorded:
Commercial
$ 848,464
$ 848,464
$ —
$ 958,414
$ —
Residential
2,392,109
2,392,109
—
3,118,925
—
Residential
construction
200,963
200,963
—
200,963
—
With
an allowance recorded:
Commercial
$ —
$ —
$ —
$ —
$ —
Residential
1,284,173
1,284,173
192,266
937,257
—
Residential
construction
—
—
—
—
—
Total:
Commercial
$ 848,464
$ 848,464
$ —
$ 958,414
$ —
Residential
3,676,282
3,676,282
192,266
4,056,182
—
Residential
construction
200,963
200,963
—
200,963
—
December
31, 2020
With
no related allowance recorded:
Commercial
$ 2,148,827
$ 2,148,827
$ —
$ 1,866,819
$ —
Residential
6,415,419
6,415,419
—
5,010,078
—
Residential
construction
200,963
200,963
—
555,278
—
With
an allowance recorded:
Commercial
$ —
$ —
$ —
$ —
$ —
Residential
1,517,261
1,517,261
219,905
1,182,368
—
Residential
construction
—
—
—
—
—
Total:
Commercial
$ 2,148,827
$ 2,148,827
$ —
$ 1,866,819
$ —
Residential
7,932,680
7,932,680
219,905
6,192,446
—
Residential
construction
200,963
200,963
—
555,278
—
24
(3)
Investments (Continued)
Credit
Risk Profile Based on Performance Status
The
Company’s mortgage loan held for investment portfolio is monitored based on performance of the loans. Monitoring a mortgage loan
increases when the loan is delinquent or earlier if there is an indication of impairment. The Company defines non-performing mortgage
loans as loans 90 days or greater delinquent or on non-accrual status.
The
Company’s performing and non-performing mortgage loans held for investment were as follows:
Schedule Of Credit
Risk Of Mortgage Loans Based On Performance Status:
Commercial
Residential
Residential
Construction
Total
June
30, 2021
December
31, 2020
June
30, 2021
December
31, 2020
June
30, 2021
December
31, 2020
June
30, 2021
December
31, 2020
Performing
$ 46,591,771
$ 44,688,039
$ 79,519,065
$ 87,889,768
$ 135,527,317
$ 110,910,814
$ 261,638,153
$ 243,488,621
Non-performing
848,464
2,148,827
3,676,282
7,932,680
200,963
200,963
4,725,709
10,282,470
Total
$ 47,440,235
$ 46,836,866
$ 83,195,347
$ 95,822,448
$ 135,728,280
$ 111,111,777
$ 266,363,862
$ 253,771,091
Non-Accrual
Mortgage Loans Held for Investment
Once
a loan is past due 90 days, it is the policy of the Company to end the accrual of interest income on the loan and write off any interest
income that had been accrued. Payments received for loans on a non-accrual status are recognized on a cash basis. Interest income recognized
from any payments received for loans on a non-accrual status was immaterial. Accrual of interest resumes if a loan is brought current.
Interest not accrued on these loans totals approximately $ 316,000
and $ 491,000
as of June 30, 2021 and December 31, 2020, respectively.
The
following is a summary of mortgage loans held for investment on a non-accrual status for the periods presented.
Schedule of Mortgage loans
on a nonaccrual status
As
of June 30
2021
As
of December 31
2020
Commercial
$ 848,464
$ 2,148,827
Residential
3,676,282
7,932,680
Residential
construction
200,963
200,963
Total
$ 4,725,709
$ 10,282,470
25
4) Loans
Held for Sale
The
Company has elected the fair value option for loans held for sale. Changes in the fair value of the loans are included in mortgage fee
income. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policy on mortgage
loans held for investment and is included in mortgage fee income on the condensed consolidated statement of earnings. See Note 8 to the
condensed consolidated financial statements for additional disclosures regarding loans held for sale.
The
following is a summary of the aggregate fair value and the aggregate unpaid principal balance of loans held for sale for the periods
presented:
Aggregate fair value - Loans
Held for Sale
As
of June 30
2021
As
of December 31 2020
Aggregate fair
value
$ 296,728,086
$ 422,772,418
Unpaid
principal balance
287,867,995
406,407,323
Unrealized
gain
8,860,091
16,365,095
Mortgage
Fee Income
Mortgage
fee income consists of origination fees, processing fees, interest income and certain other income related to the origination and sale
of mortgage loans held for sale.
Major
categories of mortgage fee income for loans held for sale are as follows:
Schedule
of Mortgage Fee Income for Loans Held for Sale
Three
Months Ended June 30
Six
Months Ended June 30
2021
2020
2021
2020
Loan
fees
$ 9,154,621
$ 15,226,535
$ 18,694,577
$ 22,940,750
Interest
income
2,188,380
2,601,605
4,500,181
4,282,063
Secondary
gains
56,020,876
49,422,815
124,459,809
77,269,683
Change
in fair value of loan commitments
( 482,863 )
5,278,100
( 168,397 )
8,553,132
Change
in fair value of loans held for sale
( 1,114,632 )
2,363,713
( 8,060,513 )
2,742,010
Provision
for loan loss reserve
( 608,569 )
( 1,524,435 )
( 1,269,232 )
( 2,137,544 )
Mortgage
fee income
$ 65,157,813
$ 73,368,333
$ 138,156,425
$ 113,650,094
Loan
Loss Reserve
When
a repurchase demand corresponding to a mortgage loan previously held for sale and sold to a third-party investor is received from a third-party
investor, the relevant data is reviewed and captured so that an estimated future loss can be calculated. The key factors that are used
in the estimated loss calculation are as follows: (i) lien position, (ii) payment status, (iii) claim type, (iv) unpaid principal balance,
(v) interest rate, and (vi) validity of the demand. Other data is captured and is useful for management purposes; the actual estimated
loss is generally based on these key factors. The Company conducts its own review upon the receipt of a repurchase demand. In many instances,
the Company is able to resolve the issues relating to the repurchase demand by the third-party investor without having to make any payments
to the investor.
26
4) Loans
Held for Sale (Continued)
The
following is a summary of the loan loss reserve that is included in other liabilities and accrued expenses:
Schedule of loan loss reserve
which is included in other liabilities and accrued expenses
As
of June 30
2021
As
of December 31
2020
Balance, beginning
of period
$ 20,583,618
$ 4,046,288
Provision
on current loan originations (1)
1,269,232
4,938,214
Additional
provision for loan loss reserve
—
16,506,030
Charge-offs,
net of recaptured amounts
( 19,440,198 )
( 4,906,914 )
Balance,
end of period
$ 2,412,652
$ 20,583,618
(1)
Included
in mortgage fee income
The
Company maintains reserves for estimated losses on current production volumes. For the six months ended June 30, 2021, $1,269,232 in
reserves were added at a rate of 4.5 basis points per loan, the equivalent of $450 per $1,000,000 in loans originated. This is an increase
over the six months ended June 30, 2020, when reserves were added at a rate of 2.5 basis points per loan originated, the equivalent of
$250 per $1,000,000 in loans originated. The Company also increased its loan loss reserve for the year ended December 31, 2020 by an
additional $16,506,030 to account for changes in estimates specific to settlements of loan losses. See
Note 11 for additional information regarding mortgage loan loss settlements and charge-offs . The
economic impact of COVID-19 and subsequent government action has increased the potential for losses due to early payoff penalties and
potential for losses due to increased delinquency. The unique nature of these current events creates significant difficulty for forecasting
potential future losses. The Company will continue to monitor data and economic conditions in order to maintain adequate loss reserves
on current production. Thus, the Company believes that the final loan loss reserve as of June 30, 2021, represents its best estimate
for adequate loss reserves on loans sold.
27
5) Stock
Compensation Plans
The
Company has two fixed option plans (the “2013 Plan” and the “2014 Director Plan”). Compensation expense for options
issued of $ 0
and $ 101,520
has been recognized for
these plans for the three months ended June 30, 2021 and 2020, respectively, and $ 39,153
and $ 167,397
has been recognized for
these plans for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, the total unrecognized compensation expense
related to the options issued was $ 0 .
The
fair value of each option granted is estimated on the date of grant using the Black Scholes Option Pricing Model. The Company estimates
the expected life of the options using the simplified method. Future volatility is estimated based upon the weighted historical volatility
of the Company’s Class A common stock over a period equal to the expected life of the options. The risk-free interest rate for
the expected life of the options is based upon the Federal Reserve Board’s daily interest rates in effect at the time of the grant.
A
summary of the status of the Company’s stock compensation plans as of June 30, 2021, and the changes during the six months ended
June 30, 2021, are presented below:
Schedule of stock inventive
plan changes
Number
of
Class A Shares
Weighted
Average Exercise Price
Number
of
Class C Shares
Weighted
Average Exercise Price
Outstanding
at January 1, 2021
1,072,863
$ 4.22
662,666
$ 4.61
Adjustment
for effect of stock dividends
47,594
33,136
Granted
—
—
Exercised
( 97,313 )
—
Cancelled
—
—
Outstanding
at June 30, 2021
1,023,144
$ 4.29
695,802
$ 4.61
As of June 30, 2021:
Options
exercisable
1,023,144
$ 4.29
695,802
$ 4.61
As of June 30, 2021:
Available
options for future grant
358,462
279,825
Weighted average contractual
term of options
outstanding
at June 30, 2021
5.18
years
6.32
years
Weighted average contractual
term of options
exercisable
at June 30, 2021
5.18
years
6.32
years
Aggregated intrinsic value
of options
outstanding
at June 30, 2021 (1)
$ 4,135,399
$ 2,585,420
Aggregated intrinsic value
of options
exercisable
at June 30, 2021 (1)
$ 4,135,399
$ 2,585,420
(1)
The
Company used a stock price of $8.33 as of June 30, 2021 to derive intrinsic value.
28
(5)
Stock Compensation Plans (Continued)
A
summary of the status of the Company’s stock compensation plans as of June 30, 2020, and the changes during the six months ended
June 30, 2020, are presented below:
Number
of
Class A Shares
Weighted
Average Exercise Price
Number
of
Class C Shares
Weighted
Average Exercise Price
Outstanding
at January 1, 2020
1,086,053
$ 4.41
594,132
$ 5.36
Adjustment
for effect of stock dividends
29,099
22,544
Granted
77,000
180,000
Exercised
( 78,803 )
—
Cancelled
—
—
Outstanding
at June 30, 2020
1,113,349
$ 4.27
796,676
$ 4.87
As of June 30, 2020:
Options
exercisable
1,013,955
$ 4.27
561,440
$ 5.11
As of June 30, 2020:
Available
options for future grant
325,372
266,500
Weighted average contractual
term of options
outstanding
at June 30, 2020
5.97
years
6.18
years
Weighted average contractual
term of options
exercisable
at June 30, 2020
5.61
years
5.32
years
Aggregated intrinsic value
of options
outstanding
at June 30, 2020 (1)
$ 2,568,502
$ 1,360,855
Aggregated intrinsic value
of options
exercisable
at June 30, 2020 (1)
$ 2,338,090
$ 823,712
(1)
The
Company used a stock price of $6.58 as of June 30, 2020 to derive intrinsic value.
The
total intrinsic value (which is the amount by which the fair value of the underlying stock exceeds the exercise price of an option on
the exercise date) of stock options exercised during the six months June 30, 2021 and 2020 was $434,318 and $191,656, respectively.
29
6) Earnings
Per Share
The
basic and diluted earnings per share amounts were calculated as follows:
Schedule
of Earnings Per Share, Basic and Diluted
Three
Months Ended
30-June
Six
Months Ended
30-June
2021
2020
2021
2020
Numerator:
Net
earnings
$ 11,257,479
$ 20,557,047
$ 23,386,194
$ 21,981,496
Denominator:
Basic
weighted-average shares outstanding
20,106,954
19,719,792
20,093,834
19,658,351
Effect of
dilutive securities:
Employee stock
options
784,817
439,593
826,048
349,502
Diluted
weighted-average shares outstanding
20,891,771
20,159,385
20,919,882
20,007,853
Basic
net earnings per share
$ 0.56
$ 1.04
$ 1.16
$ 1.12
Diluted
net earnings per share
$ 0.54
$ 1.02
$ 1.12
$ 1.10
Net
earnings per share amounts have been retroactively adjusted for the effect of annual stock dividends. For the six months June 30, 2021
and 2020,there were 0
and 0
of anti-dilutive employee
stock option shares, respectively, that were not included in the computation of diluted net earnings per common share as their effect
would be anti-dilutive. Basic and diluted earnings per share amounts are the same for each class of common stock.
The
following table summarizes the activity in shares of capital stock for the periods presented:
Schedule of Activity of Stock
Option Plans
Class
A
Class
C
Outstanding
shares at December 31, 2019
16,107,779
2,500,887
Exercise
of stock options
33,774
—
Stock
dividends
404,839
61,720
Conversion
of Class C to Class A
11,162
( 11,162 )
Outstanding
shares at June 30, 2020
16,557,554
2,551,445
Outstanding shares at December
31, 2020
16,595,783
2,679,603
Exercise
of stock options
80,948
—
Stock
dividends
836,263
131,554
Conversion
of Class C to Class A
48,527
( 48,527 )
Outstanding
shares at June 30, 2021
17,561,521
2,762,630
30
7) Business
Segment Information
Description
of Products and Services by Segment
The
Company has three reportable business segments: life insurance, cemetery and mortuary, and mortgage. The Company’s life insurance
segment consists of life insurance premiums and operating expenses from the sale of insurance products sold by the Company’s independent
agency force and net investment income derived from investing policyholder and segment surplus funds. The Company’s cemetery and
mortuary segment consists of revenues and operating expenses from the sale of at-need cemetery and mortuary merchandise and services
at its mortuaries and cemeteries, pre-need sales of cemetery spaces after collection of 10% or more of the purchase price and the net
investment income from investing segment surplus funds. The Company’s mortgage segment consists of fee income and expenses from
the originations of residential mortgage loans and interest earned and interest expenses from warehousing loans held for sale.
Measurement
of Segment Profit or Loss and Segment Assets
The
accounting policies of the reportable segments are the same as those described in the Significant Accounting Principles of the Form 10-K
for the year ended December 31, 2020. Intersegment revenues are recorded at cost plus an agreed upon intercompany profit, and are eliminated
upon consolidation.
Factors
Management Used to Identify the Enterprise’s Reportable Segments
The
Company’s reportable segments are business units that are managed separately due to the different products provided and the need
to report separately to the various regulatory jurisdictions. The Company regularly reviews the quantitative thresholds and other criteria
to determine when other business segments may need to be reported.
31
(7)
Business Segment Information (Continued)
Schedule of Revenues and
Expenses by Reportable Segment
Life
Insurance
Cemetery/
Mortuary
Mortgage
Intercompany
Eliminations
Consolidated
For the Three Months Ended
June
30, 2021
Revenues
from external customers
$ 40,657,393
$ 6,807,922
$ 69,285,000
$ —
$ 116,750,315
Intersegment
revenues
1,750,929
78,302
156,016
( 1,985,247 )
—
Segment
profit before income taxes
4,694,177
2,269,325
7,713,850
—
14,677,352
For the Three Months Ended
June
30, 2020
Revenues
from external customers
$ 37,788,593
$ 5,306,305
$ 75,566,844
$ —
$ 118,661,742
Intersegment
revenues
1,816,185
89,799
190,701
( 2,096,685 )
—
Segment
profit before income taxes
3,670,369
1,548,452
21,974,935
—
27,193,756
For the Six Months Ended
June
30, 2021
Revenues
from external customers
$ 79,601,227
$ 13,807,187
$ 146,000,507
$ 239,408,921
Intersegment
revenues
3,652,981
155,809
317,032
( 4,125,822 )
—
Segment
profit before income taxes
7,389,205
4,970,270
18,672,932
31,032,407
Identifiable
Assets
1,193,893,855
59,621,349
317,945,282
( 72,923,887 )
1,498,536,599
Goodwill
2,765,570
754,018
—
3,519,588
Total
Assets
1,196,659,425
60,375,367
317,945,282
( 72,923,887 )
1,502,056,187
For the Six Months Ended
June
30, 2020
Revenues
from external customers
$ 70,994,355
$ 9,320,001
$ 117,956,335
$ 198,270,691
Intersegment
revenues
2,724,353
193,313
391,033
( 3,308,699 )
—
Segment
profit before income taxes
601,202
1,653,253
26,413,535
28,667,990
Identifiable
Assets
1,206,815,231
75,048,428
346,286,603
( 110,608,108 )
1,517,542,154
Goodwill
2,765,570
754,018
3,519,588
Total
Assets
1,209,580,801
75,802,446
346,286,603
( 110,608,108 )
1,521,061,742
32
8) Fair
Value of Financial Instruments
GAAP
defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants. GAAP also specifies a fair
value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market
data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. Fair
value measurements are classified under the following hierarchy:
Level
1: Financial assets and financial liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities
in an active market that the Company can access.
Level
2: Financial assets and financial liabilities whose values are based on the following:
a)
Quoted prices for similar assets or liabilities in active markets;
b)Quoted
prices for identical or similar assets or liabilities in non-active markets; or
c)
Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability.
Level
3: Financial assets and financial liabilities whose values are based on prices or valuation techniques that require inputs that
are both unobservable and significant to the overall fair value measurement. These inputs may reflect the Company’s estimates of
the assumptions that market participants would use in valuing the financial assets and financial liabilities.
The
Company utilizes a combination of third-party valuation service providers, brokers, and internal valuation models to determine fair value.
The
following methods and assumptions were used by the Company in estimating the fair value disclosures related to significant financial
instruments.
The
items shown under Level 1 and Level 2 are valued as follows:
Fixed
Maturity Securities Available for Sale : The fair values of fixed maturity securities are based on quoted market prices, when
available. For fixed maturity securities not actively traded, fair values are estimated using values obtained from independent pricing
services, or in the case of private placements (considered Level 3 investments), are estimated by discounting expected future cash flows
using a current market value applicable to the coupon rate, credit and maturity of the investments.
Equity
Securities : The fair values for equity securities are based on quoted market prices.
Restricted
Assets : A portion of these assets include mutual funds and equity securities and fixed maturity securities that have quoted market
prices that are used to determine fair value. Also included are cash and cash equivalents and participations in mortgage loans. The carrying
amounts reported in the accompanying condensed consolidated balance sheets for these financial instruments approximate their fair values
due to their short-term nature.
Cemetery
Perpetual Care Trust Investments : A portion of these assets include equity securities and fixed maturity securities that have
quoted market prices that are used to determine fair value. Also included are cash and cash equivalents. The carrying amounts reported
in the accompanying condensed consolidated balance sheets for these financial instruments approximate their fair values due to their
short-term nature.
Call
and Put Option Derivatives : The fair values for call and put options are based on quoted market prices.
33
8) Fair
Value of Financial Instruments (Continued)
The
items shown under Level 3 are valued as follows:
Loans
Held for Sale : The Company elected the fair value option for loans held for sale. The fair value is based on quoted market prices,
when available. When a quoted market price is not readily available, the Company uses the market price from its last sale of similar
assets.
Loan
Commitments and Forward Sale Commitments : The Company’s mortgage segment enters into loan commitments with potential borrowers
and forward sale commitments to sell loans to third-party investors. The Company also uses a hedging strategy for these transactions.
A loan commitment binds the Company to lend funds to a qualified borrower at a specified interest rate and within a specified period
of time, generally up to 30 days after issuance of the loan commitment. Loan commitments are defined to be derivatives under GAAP and
are recognized at fair value on the consolidated balance sheets with changes in their fair values recorded in current earnings.
The
Company estimates the fair value of a loan commitment based on the change in estimated fair value of the underlying mortgage loan, quoted
MBS prices, estimates of the fair value of mortgage servicing rights, and an estimate of the probability that the mortgage loan will
fund within the terms of the commitment. The change in fair value of the underlying mortgage loan is measured from the date the loan
commitment is issued. Following issuance, the value of a mortgage loan commitment can be either positive or negative depending upon the
change in value of the underlying mortgage loans. Fallout rates and other factors from the Company’s recent historical data are
used to estimate the quantity and value of mortgage loans that will fund within the terms of the commitments.
Impaired
Mortgage Loans Held for Investment : The Company
believes that the fair value of these nonperforming loans will approximate the unpaid principal balance expected to be recovered based
on the fair value of the underlying collateral. For residential and commercial properties, the collateral value is estimated by
obtaining an independent appraisal. The appraisal typically considers area comparables and property condition as well as potential
rental income that could be generated (particularly for commercial properties). For residential construction loans, the collateral
is typically incomplete, so fair value is estimated as the replacement cost using data from a provider of building cost information to
the real estate construction.
Impaired
Real Estate Held for Investment : The Company
believes that in an orderly market, fair value will approximate the replacement cost of a home and the rental income provides a cash
flow stream for investment analysis. The Company believes the highest and best use of the properties are as income producing assets since
it is the Company’s intent to hold the properties as rental properties, matching the income from the investment in rental properties
with the funds required for future estimated policy claims.
It
should be noted that for replacement cost, when determining the fair value of real estate held for investment, the Company uses a provider
of building cost information to the real estate construction industry. For the investment analysis, the Company uses market data based
upon its real estate operation experience and projected the present value of the net rental income over seven years. The Company also
considers area comparables and property condition when determining fair value.
In
addition to this analysis performed by the Company, the Company depreciates Real Estate Held for Investment. This depreciation reduces
the book value of these properties and lessens the exposure to the Company from further deterioration in real estate values.
Mortgage
Servicing Rights : The Company initially recognizes Mortgage Servicing Rights (“MSRs”) at their estimated fair values
derived from the net cash flows associated with the servicing contracts,where the Company assumes the obligation to service the loan
in the sale transaction. See Note 12 for more information regarding MSRs.
34
The
following tables summarize Level 1, 2 and 3 financial assets and financial liabilities measured at fair value on a recurring basis by
their classification in the condensed consolidated balance sheet at June 30, 2021.
Schedule of fair value assets
and liabilities measured on a recurring basis
Total
Quoted
Prices in Active Markets for Identical Assets
(Level 1)
Significant
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Assets
accounted for at fair value on a
recurring basis
Fixed
maturity securities available for sale
$ 260,957,676
$ —
$ 258,776,848
$ 2,180,828
Equity
securities
10,322,456
10,322,456
—
—
Loans
held for sale
296,728,086
—
—
296,728,086
Restricted
assets (1)
1,448,292
—
1,448,292
—
Restricted
assets (2)
2,914,880
2,914,880
—
—
Cemetery
perpetual care trust investments (1)
710,533
—
710,533
—
Cemetery
perpetual care trust investments (2)
2,367,059
2,367,059
—
—
Derivatives
- loan commitments (3)
10,704,411
—
—
10,704,411
Total
assets accounted for at fair value on a recurring basis
$ 586,153,393
$ 15,604,395
$ 260,935,673
$ 309,613,325
Liabilities
accounted for at fair value on a
recurring basis
Derivatives
- call options (4)
$ ( 12,795 )
$ ( 12,795 )
$ —
$ —
Derivatives
- loan commitments (4)
( 744,198 )
—
—
( 744,198 )
Total
liabilities accounted for at fair value
on a recurring basis
$ ( 756,993 )
$ ( 12,795 )
$ —
$ ( 744,198 )
(1)
Fixed maturity securities available
for sale
(2)
Equity securities
(3)
Included
in other assets on the consolidated balance sheets
(4)
Included in other liabilities
and accrued expenses on the consolidated balance sheets
35
The
following tables summarize Level 1, 2 and 3 financial assets and financial liabilities measured at fair value on a recurring basis by
their classification in the condensed consolidated balance sheet at December 31, 2020.
Total
Quoted
Prices in Active Markets for Identical Assets
(Level 1)
Significant
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Assets
accounted for at fair value on a
recurring basis
Fixed
maturity securities available for sale
$ 294,656,679
$ —
$ 292,455,504
$ 2,201,175
Equity
securities
11,324,239
11,324,239
—
—
Loans
held for sale
422,772,418
—
—
422,772,418
Restricted
assets (1)
1,473,637
—
1,473,637
—
Restricted
assets (2)
2,515,778
2,515,778
—
—
Cemetery
perpetual care trust investments (1)
747,767
—
747,767
—
Cemetery
perpetual care trust investments (2)
2,062,303
2,062,303
—
—
Derivatives
- loan commitments (3)
12,592,672
—
—
12,592,672
Total
assets accounted for at fair value on a
recurring basis
$ 748,145,493
$ 15,902,320
$ 294,676,908
$ 437,566,265
Liabilities
accounted for at fair value on a
recurring basis
Derivatives
- call options (4)
$ ( 43,097 )
$ ( 43,097 )
$ —
$ —
Derivatives
- loan commitments (4)
( 2,464,062 )
—
—
( 2,464,062 )
Total
liabilities accounted for at fair value
on a recurring basis
$ ( 2,507,159 )
$ ( 43,097 )
$ —
$ ( 2,464,062 )
(1)
Fixed maturity securities available
for sale
(2)
Equity securities
(3)
Included in other assets on
the consolidated balance sheets
(4)
Included in other liabilities
and accrued expenses on the consolidated balance sheets
36
For
Level 3 assets and liabilities measured at fair value on a recurring basis as of June 30, 2021, the significant unobservable inputs used
in the fair value measurements were as follows:
Assets and liabilities measured
at fair value on a recurring basis
Significant
Range
of Inputs
Fair Value at
Valuation
Unobservable
Minimum
Maximum
Weighted
6/30/2021
Technique
Input(s)
Value
Value
Average
Loans
held for sale
$ 296,728,086
Market
approach
Investor
contract pricing as a percentage of unpaid principal balance
95.0 %
112.0 %
103.0 %
Derivatives
- loan commitments (net)
9,960,213
Market
approach
Pull-through
rate
56.0 %
92.0 %
81.0 %
Initial-Value
N/A
N/A
N/A
Servicing
0
bps
124
bps
60
bps
Fixed
maturity securities available for sale
2,180,828
Broker
quotes
Pricing
quotes
$ 90.83
$ 119.33
$ 113.68
For
Level 3 assets and liabilities measured at fair value on a recurring basis as of December 31, 2020, the significant unobservable inputs
used in the fair value measurements were as follows:
Significant
Range
of Inputs
Fair Value at
Valuation
Unobservable
Minimum
Maximum
Weighted
12/31/2020
Technique
Input(s)
Value
Value
Average
Loans
held for sale
$ 422,772,418
Market
approach
Investor
contract pricing as a percentage of unpaid principal balance
99.0 %
110.0 %
104.0 %
Derivatives
- loan commitments (net)
10,128,610
Market
approach
Pull-through
rate
52.0 %
92.0 %
81.0 %
Initial-Value
N/A
N/A
N/A
Servicing
0
bps
184
bps
58
bps
Fixed
maturity securities available for sale
2,201,175
Broker
quotes
Pricing
quotes
$ 90.83
$ 119.33
$ 113.47
37
Following
is a summary of changes in the condensed consolidated balance sheet line items measured using level 3 inputs for the periods presented:
Schedule of Changes in the
consolidated balance sheet line items measured using level 3 inputs
Net
Loan Commitments
Loans
Held for Sale
Fixed
Maturity Securities Available for Sale
Balance - December
31, 2020
$ 10,128,610
$ 422,772,418
$ 2,201,175
Originations
and purchases
—
2,810,230,507
—
Sales,
maturities and paydowns
—
( 3,025,027,077 )
( 22,400 )
Transfer
to mortgage loans held for investment
—
( 201,951 )
—
Total
gains (losses):
Included
in earnings
( 168,397 )(1)
88,954,189 (1)
1,801 (2)
Included
in other comprehensive income
—
—
252
Balance
- June 30, 2021
$ 9,960,213
$ 296,728,086
$ 2,180,828
(1)
As
a component of Mortgage fee income on the condensed consolidated statements of earnings
(2)
As
a component of Net investment income on the condensed consolidated statements of earnings
Following
is a summary of changes in the condensed consolidated balance sheet line items measured using level 3 inputs for the periods presented:
Net
Loan Commitments
Loans
Held for Sale
Fixed
Maturity Securities Available for Sale
Balance - December
31, 2019
$ 2,491,233
$ 213,457,632
$ 3,216,382
Originations
and purchases
—
2,105,048,030
—
Sales,
maturities and paydowns
—
( 2,017,976,791 )
( 1,020,800 )
Transfer
to mortgage loans held for investment
—
( 8,933,676 )
—
Total
gains (losses):
Included
in earnings
8,553,132 (1)
65,354,763 (1)
1,672 (2)
Included
in other comprehensive income
—
—
24,138
Balance
- June 30, 2020
$ 11,044,365
$ 356,949,958
$ 2,221,392
(1)
As
a component of Mortgage fee income on the condensed consolidated statements of earnings
(2)
As
a component of Net investment income on the condensed consolidated statements of earnings
38
Following
is a summary of changes in the condensed consolidated balance sheet line items measured using level 3 inputs for the periods presented:
Net
Loan Commitments
Loans
Held for Sale
Fixed
Maturity Securities Available for Sale
Balance - March
31, 2021
$ 10,443,076
$ 304,030,372
$ 2,191,093
Originations
and purchases
—
1,360,389,498
—
Sales,
maturities and paydowns
—
( 1,410,147,019 )
( 11,300 )
Transfer
to mortgage loans held for investment
—
—
—
Total
gains (losses):
Included
in earnings
( 482,863 ) (1)
42,455,235 (1)
908
Included
in other comprehensive income
—
—
127
Balance
- June 30, 2021
$ 9,960,213
$ 296,728,086
$ 2,180,828
(1)
As
a component of Mortgage fee income on the condensed consolidated statements of earnings
(2)
As
a component of Net investment income on the condensed consolidated statements of earnings
Following is a summary
of changes in the condensed consolidated balance sheet line items measured using level 3 inputs for the periods presented:
Net
Loan Commitments
Loans
Held for Sale
Fixed
Maturity Securities Available for Sale
Balance - March
31, 2020
$ 5,766,265
$ 281,052,576
$ 3,275,326
Originations
and purchases
—
1,312,854,438
—
Sales,
maturities and paydowns
—
( 1,278,846,335 )
( 1,010,500 )
Transfer
to mortgage loans held for investment
—
—
—
Total
gains (losses):
Included
in earnings
5,278,100 (1)
41,889,279 (1)
844 (2)
Included
in other comprehensive income
—
—
( 44,278 )
Balance
- June 30, 2020
$ 11,044,365
$ 356,949,958
$ 2,221,392
(1)
As
a component of Mortgage fee income on the condensed consolidated statements of earnings
(2)
As
a component of Net investment income on the condensed consolidated statements of earnings
39
The
following tables summarize Level 1, 2 and 3 financial assets and financial liabilities measured at fair value on a nonrecurring basis
by their classification in the condensed consolidated balance sheet at June 30, 2021.
Fair Value Assets Measured
on a Nonrecurring Basis
Total
Quoted
Prices in Active Markets for Identical Assets
(Level 1)
Significant
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Assets
accounted for at fair value on a nonrecurring basis
Impaired
mortgage loans held for investment
1,091,908
—
—
1,091,908
Impaired
real estate held for sale
390,000
—
—
390,000
Total
assets accounted for at fair value on a nonrecurring basis
$ 1,481,908
$ —
$ —
$ 1,481,908
The
following tables summarize Level 1, 2 and 3 financial assets and financial liabilities measured at fair value on a nonrecurring basis
by their classification in the condensed consolidated balance sheet at December 31, 2020.
Total
Quoted
Prices in Active Markets for Identical Assets
(Level 1)
Significant
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Assets
accounted for at fair value on a nonrecurring basis
Impaired
mortgage loans held for investment
$ 1,297,356
$ —
$ —
$ 1,297,356
Impaired
real estate held for sale
4,249,000
—
—
4,249,000
Total
assets accounted for at fair value on a nonrecurring basis
$ 5,546,356
$ —
$ —
$ 5,546,356
40
Fair
Value of Financial Instruments Carried at Other Than Fair Value
ASC
825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the
balance sheet, for which it is practicable to estimate that value.
Management
uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations
in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented herein are not
necessarily indicative of the amounts the Company could have realized in a sales transaction at June 30, 2021 and December 31, 2020.
The
carrying values and estimated fair values for such financial instruments, and their corresponding placement in the fair value hierarchy,
are summarized as follows as of June 30, 2021:
Schedule of Financial Instruments
Carried at Other Than Fair Value
Carrying
Value
Level
1
Level
2
Level
3
Total
Estimated Fair Value
Assets
Mortgage
loans held for investment
Residential
$ 80,082,710
$ —
$ —
$ 84,136,136
$ 84,136,136
Residential
construction
135,202,855
—
—
135,202,855
135,202,855
Commercial
46,874,442
—
—
47,494,309
47,494,309
Mortgage
loans held for investment, net
$ 262,160,007
$ —
$ —
$ 266,833,300
$ 266,833,300
Policy
loans
13,734,049
—
—
13,734,049
13,734,049
Insurance
assignments, net (1)
40,352,681
—
—
40,352,681
40,352,681
Restricted
assets (2)
2,668,080
—
—
2,668,080
2,668,080
Cemetery
perpetual care trust investments (2)
811,250
—
—
811,250
811,250
Mortgage
servicing rights, net
46,724,546
—
—
58,838,077
58,838,077
Liabilities
Bank
and other loans payable
$ ( 231,972,771 )
$ —
$ —
$ ( 231,972,771 )
$ ( 231,972,771 )
Policyholder
account balances (3)
( 43,288,791 )
—
—
( 42,203,722 )
( 42,203,722 )
Future
policy benefits - annuities (3)
( 108,765,849 )
—
—
( 112,155,627 )
( 112,155,627 )
(1)
Included
in other investments and policy loans
(2)
Mortgage
loans held for investment
(3)
Included
in future policy benefits and unpaid claims
The carrying values
and estimated fair values for such financial instruments, and their corresponding placement in the fair value hierarchy, are summarized
as follows as of December 31, 2020:
Carrying
Value
Level
1
Level
2
Level
3
Total
Estimated Fair Value
Assets
Mortgage
loans held for investment
Residential
$ 92,757,613
$ —
$ —
$ 100,384,283
$ 100,384,283
Residential
construction
110,849,864
—
—
110,849,864
110,849,864
Commercial
45,736,459
—
—
45,259,425
45,259,425
Mortgage
loans held for investment, net
$ 249,343,936
$ —
$ —
$ 256,493,572
$ 256,493,572
Policy
loans
14,171,589
—
—
14,171,589
14,171,589
Insurance
assignments, net (1)
51,585,656
—
—
51,585,656
51,585,656
Restricted
assets (2)
3,317,877
—
—
3,317,877
3,317,877
Cemetery
perpetual care trust investments (2)
1,468,600
—
—
1,468,600
1,468,600
Mortgage
servicing rights, net
35,210,516
—
—
38,702,358
38,702,358
Liabilities
Bank
and other loans payable
$ ( 297,824,368 )
$ —
$ —
$ ( 297,824,368 )
$ ( 297,824,368 )
Policyholder
account balances (3)
( 44,026,809 )
—
—
( 42,220,725 )
( 42,220,725 )
Future
policy benefits - annuities (3)
( 106,522,113 )
—
—
( 112,354,186 )
( 112,354,186 )
(1)
Included
in other investments and policy loans on the condensed consolidated balance sheets
(2)
Mortgage
loans held for investment
(3)
Included
in future policy benefits and unpaid claims on the condensed consolidated balance sheets
41
The
methods, assumptions and significant valuation techniques and inputs used to estimate the fair value of these financial instruments are
summarized as follows:
Mortgage
Loans Held for Investment : The estimated fair value of the Company’s mortgage loans held for investment is determined using
various methods. The Company’s mortgage loans are grouped into three categories: Residential, Residential Construction and Commercial.
When estimating the expected future cash flows, it is assumed that all loans will be held to maturity, and any loans that are non-performing
are evaluated individually for impairment.
Residential
– The estimated fair value is determined through a combination of discounted cash flows(estimating expected future cash flows of
payments and discounting them using current interest rates from single family mortgages) and considering pricing of similar loans that
were sold recently.
Residential
Construction – These loans are primarily short in maturity.Accordingly, the estimated fair value is determined to be the carrying
value.
Commercial
– The estimated fair value is determined by estimating expected future cash flows of payments and discounting them using current
interest rates for commercial mortgages.
Policy
Loans : The carrying amounts reported in the accompanying condensed consolidated balance sheet for these financial instruments
approximate their fair values because they are fully collateralized by the cash surrender value of the underlying insurance policies.
Insurance
Assignments, Net : These investments are primarily short in maturity, accordingly, the carrying amounts reported in the accompanying
condensed consolidated balance sheet for these financial instruments approximate their fair values.
Bank
and Other Loans Payable : The carrying amounts reported in the accompanying condensed consolidated
balance sheet for these financial instruments approximate their fair values due to their relatively short-term maturities and variable
interest rates.
Policyholder
Account Balances and Future Policy Benefits-Annuities : Future policy benefit reserves for
interest-sensitive insurance products are computed under a retrospective deposit method and represent policy account balances before
applicable surrender charges. Policy benefits and claims that are charged to expense include benefit claims incurred in the period in
excess of related policy account balances. Interest crediting rates for interest-sensitive insurance products ranged from 1.5% to 6.5%.
The fair values for these investment-type insurance contracts are estimated based on the present value of liability cash flows.The fair
values for the Company’s insurance contracts other than investment-type contracts are not required to be disclosed. However, the
fair values of liabilities under all insurance contracts are taken into consideration in the Company’s overall management of interest
rate risk, such that the Company’s exposure to changing interest rates is minimized through the matching of investment maturities
with amounts due under insurance contracts.
9) Allowance
for Doubtful Accounts
The
Company records an allowance and recognizes an expense for potential losses from other investments and receivables in accordance with
generally accepted accounting principles.
Receivables
are the result of cemetery and mortuary operations, mortgage loan operations and life insurance operations. The allowance is based upon
the Company’s historical experience for collectively evaluated impairment. Other allowances are based upon receivables individually
evaluated for impairment. Collectability of the cemetery and mortuary receivables is significantly influenced by current economic conditions.
The critical issues that impact recovery of mortgage loan operations are interest rate risk, loan underwriting, new regulations and the
overall economy
42
10) Derivative
Instruments
Mortgage
Banking Derivatives
Loan
Commitments
The
Company is exposed to price risk due to the potential impact of changes in interest rates on the values of loan commitments from the
time a loan commitment is made to an applicant to the time the loan that would result from the exercise of that loan commitment is funded.
Managing price risk is complicated by the fact that the ultimate percentage of loan commitments that will be exercised (i.e., the number
of loans that will be funded) fluctuates. The probability that a loan will not be funded or the loan application is denied or withdrawn
within the terms of the commitment is driven by a number of factors, particularly the change, if any, in mortgage rates following the
issuance of the loan commitment.
In
general, the probability of funding increases if mortgage rates rise and decreases if mortgage rates fall. This is due primarily to the
relative attractiveness of current mortgage rates compared to the applicant’s committed rate. The probability that a loan will
not be funded within the terms of the mortgage loan commitment also is influenced by the source of the applications (retail, broker or
correspondent channels), proximity to rate lock expiration, purpose for the loan (purchase or refinance), product type and the application
approval status. The Company has developed fallout estimates using historical data that take into account all of the variables, as well
as renegotiations of rate and point commitments that tend to occur when mortgage rates fall. These fallout estimates are used to estimate
the number of loans that the Company expects to be funded within the terms of the loan commitments and are updated periodically to reflect
the most current data.
43
The
Company estimates the fair value of a loan commitment based on the change in estimated fair value of the underlying mortgage loan, quoted
mortgage-backed securities (“MBS”) prices, estimates of the fair value of mortgage servicing rights, and an estimate of the
probability that the mortgage loan will fund within the terms of the commitment. The change in fair value of the underlying mortgage
loan is measured from the date the loan commitment is issued and is shown net of expenses. Following issuance, the value of a loan commitment
can be either positive or negative depending upon the change in value of the underlying mortgage loans.
Forward
Sale Commitments
The
Company utilizes forward commitments to economically hedge the price risk associated with its outstanding mortgage loan commitments.
A forward commitment protects the Company from losses on sales of the loans arising from exercise of the loan commitments. Management
expects these types of commitments will experience changes in fair value opposite to changes in fair value of the loan commitments, thereby
reducing earnings volatility related to the recognition in earnings of changes in the values of the commitments.
The
net changes in fair value of loan commitments and forward sale commitments are shown in current earnings as a component of mortgage fee
income on the consolidated statements of earnings. Mortgage banking derivatives are shown in other assets and other liabilities and accrued
expenses on the condensed consolidated balance sheets.
Call
and Put Options
The
Company uses a strategy of selling “out of the money” call options on its equity securities as a source of revenue. The options
give the purchaser the right to buy from the Company specified equity securities at a set price up to a pre-determined date in the future.
The Company uses the strategy of selling put options as a means of generating cash or purchasing equity securities at lower than current
market prices. The Company receives an immediate payment of cash for the value of the option and establishes a liability for the fair
value of the option. The liability for options is adjusted to fair value at each reporting date. In the event a call option is exercised,
the Company sells the equity security at a favorable price enhanced by the value of the option that was sold. If the option expires unexercised,
the Company recognizes a gain from the expired option. In the event a put option is exercised, the Company acquires an equity security
at the strike price of the option reduced by the value received from the sale of the put option. The equity security is then treated
as a normal equity security in the Company’s portfolio. The net changes in the fair value of call and put options are shown in
current earnings as a component of realized gains (losses) on investments and other assets. Call and put options are shown in other liabilities
and accrued expenses on the condensed consolidated balance sheets.
The
following table shows the notional amount and fair value of derivatives as of June 30, 2021 and December 31, 2020.
Schedule of Derivative Assets
at Fair Value
Fair
Values and Notional Values of Derivative Instruments
June
30, 2021
December
31, 2020
Balance
Sheet Location
Notional
Amount
Asset
Fair Value
Liability
Fair Value
Notional
Amount
Asset
Fair Value
Liability
Fair Value
Derivatives not designated as hedging instruments:
Loan
commitments
Other
assets and Other liabilities
$ 923,793,977
$ 10,704,411
$ 744,198
$ 659,245,038
$ 12,592,672
$ 2,464,062
Call
options
Other
liabilities
714,000
—
12,795
1,873,200
—
43,097
Total
$ 924,507,977
$ 10,704,411
$ 756,993
$ 661,118,238
$ 12,592,672
$ 2,507,159
44
The
following table shows the gains and losses on derivatives for the periods presented.
Schedule
of Gains and Losses on Derivatives
Net Amount Gain
(Loss)
Net Amount Gain
(Loss)
Three
Months Ended June 30
Six
Months Ended June 30
Derivative
Classification
2021
2020
2021
2020
Loan
commitments
Mortgage
fee income
$ ( 482,863 )
$ 5,278,100
$ ( 168,397 )
$ 8,553,132
Call
and put options
Gains
on investments and other assets
$ 88,522
$ 828,205
$ 115,285
$ 90,346
11)
Reinsurance, Commitments and Contingencies
Reinsurance
The
Company follows the procedure of reinsuring risks in excess of a specified limit, which ranges from $25,000 to $100,000. The Company
is liable for these amounts in the event such reinsurers are unable to pay their portion of the claims. The Company has also assumed
insurance from other companies.
Mortgage
Loan Loss Settlements
Future
loan losses can be extremely difficult to estimate. However, the Company believes that the Company’s reserve methodology and its
current practice of property preservation allow it to estimate its potential losses on loans sold. The estimated liability for indemnification
losses is included in other liabilities and accrued expenses and, as of June 30, 2021 and December 31, 2020, the balances were $ 2,412,652
and $ 20,583,618 ,
respectively. The Company believes that the final loan loss reserve as of June 30, 2021, represents its best estimate for adequate loss
reserves on loans sold.
Mortgage
Loan Loss Litigation
Settlement
Agreement and Mutual Release with Lehman Brothers Holdings Inc.
From
2004 to early 2008, Security National Mortgage Company (“Security National Mortgage”), a wholly owned subsidiary of the Company,
originated “limited documentation” or “reduced documentation” loans which were sold to certain affiliates of
Lehman Brothers Holdings Inc. (“Lehman Holdings”). Certain of these loans became the subject of disputes between Security
National Mortgage and Lehman Holdings and certain Lehman Holdings affiliates. Lehman Holdings filed a Petition for Relief under Chapter
11 of the United States Bankruptcy Code in 2008. In May of 2011, Security National Mortgage filed a complaint in U.S. District Court
against certain Lehman Holdings affiliates. In June of 2011, Lehman Holdings filed a complaint in Federal District Court against
Security National Mortgage, both of which were later resolved. In 2016, certain other pending loan disputes between Security National
Mortgage and Lehman Holdings became the subject of an unsuccessful, non-binding alternate dispute resolution mediation proceeding.
Thereafter,
in 2016, Lehman Holdings filed an adversary proceeding complaint against approximately 150 mortgage loan originators, including Security
National Mortgage, in the U.S. Bankruptcy Court of the Southern District of New York, which included seeking damages relating to the
alleged obligations of the defendants under indemnification provisions of alleged agreements, in amounts to be determined at trial, including
interest, attorneys’ fees and costs incurred by Lehman Holdings in enforcing the obligations of the defendants. The complaint was
later amended with the latest amended complaint filed against Security National Mortgage on December 27, 2016, seeking damages to be
determined at trial, including interest, attorneys’ fees and costs. This complaint involved approximately 135 mortgage loans, there
being millions of dollars allegedly in dispute. These claims against Security National Mortgage were asserted as a result of Lehman Holdings’
earlier settlements with the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Corporation (“Freddie
Mac”).
45
In
2018, Lehman Holdings filed a separate adversary proceeding complaint against Security National Mortgage. This adversary proceeding
allegedly involved approximately 577 mortgage loans relative to private securitization trusts (“RMBS Loans”) and
millions of dollars in damages. Thereafter, Lehman Holdings made a filing that effectively reduced the number of RMBS Loans to 248.
This proceeding was in addition to the above-referenced proceeding involving the Fannie Mae and Freddie Mac mortgage loans. As with
the above-referenced proceeding, damages were sought including interest, costs, and attorneys’ fees.
Security
National Mortgage, as well as other defendants, have been involved in written discovery, and production of documents relative to the
cases, and the filing of motions. The deposition phase of the cases was yet to begin, as well as the later expert witness phase. Those
phases would require substantial expenditures of legal fees and costs.
On
February 1, 2021, Security National Mortgage executed a settlement agreement with Lehman Holdings in relation to these two adversary
proceedings wherein all mortgage loan related claims were resolved, thereby ending all liabilities asserted by Lehman Holdings and conclusively
ending all proceedings between Security National Mortgage and Lehman Holdings. The full amount of Security National Mortgage’s
settlement payment was accounted for in the Company’s loan loss reserve as of December 31, 2020 and was paid during the first quarter
2021.
Debt
Covenants for Mortgage Warehouse Lines of Credit
The
Company, through its subsidiary Security National Mortgage, has a $100,000,000 line of credit with Wells Fargo Bank N.A. The agreement
charges interest at the 1-Month LIBOR rate plus 2.1% and matures on June 9, 2022. Security National Mortgage is required to comply with
covenants for adjusted tangible net worth, unrestricted cash balance, the ratio of indebtedness to adjusted tangible net worth, and the
liquidity overhead coverage ratio, and a quarterly gross profit of at least $1.00.
The
Company, through its subsidiary Security National Mortgage, has a line of credit with Texas Capital Bank N.A. This agreement with the
bank allows Security National Mortgage to borrow up to $100,000,000 for the sole purpose of funding mortgage loans. The agreement charges
interest at the 1-Month LIBOR rate plus 2% and matures on November 15, 2021. The Company is required to comply with covenants for adjusted
tangible net worth, unrestricted cash balance, and minimum combined pre-tax income (excluding any changes in the fair value of mortgage
servicing rights) of at least $1.00 on a rolling four-quarter basis.
The
Company through its subsidiary Security National Mortgage, has a line of credit with Comerica Bank. This agreement with the bank allows
Security National Mortgage to borrow up to $75,000,000 for the sole purpose of funding mortgage loans. The agreement charges interest
at the 1-Month LIBOR rate plus 2.5% and matures on May 27, 2022. The Company is required to comply with covenants for adjusted tangible
net worth, unrestricted cash balance, and minimum combined pre-tax income (excluding any changes in the fair value of mortgage servicing
rights) of at least $1.00 on a rolling twelve months.
The
Company through its subsidiary Security National Mortgage, has a line of credit with U.S Bank. This agreement with the bank allows
Security National Mortgage to borrow up to $ 100,000,000 for
the sole purpose of funding mortgage loans. The agreement charges interest at the 1-Month LIBOR rate plus 2.0% and matures on June
4, 2022 . The Company is required to comply with
covenants for adjusted tangible net worth, unrestricted cash balance, and minimum combined pre-tax income (excluding any changes in
the fair value of mortgage servicing rights) of at least $1.00 on a rolling twelve months.
46
The
Company, through its subsidiary EverLEND Mortgage, has a line of credit with Texas Capital Bank N.A. This agreement with the bank allows
EverLEND Mortgage to borrow up to $5,000,000 for the sole purpose of funding mortgage loans. The agreement charges interest at the 1-Month
LIBOR rate plus 2.5% and matures on August 26, 2021. The Company is required to comply with covenants for adjusted tangible net worth,
unrestricted cash balance, and minimum combined pre-tax income (excluding any changes in the fair value of mortgage servicing rights)
of at least $1.00 on a rolling four-quarter basis.
The
agreements for warehouse lines include cross default provisions in that a covenant violation under one agreement constitutes a covenant
violation under the other agreement. As of June 30, 2021, the Company believes that it was in compliance with all debt covenants.
Other
Contingencies and Commitments
The
Company has entered into commitments to fund construction and land development loans and has also provided financing for land acquisition
and development. As of June 30, 2021, the Company’s commitments were approximately $ 249,815,000
for these loans, of which
$ 139,207,610 had
been funded. The Company will advance funds once the work has been completed and an independent inspection is made. The maximum loan
commitment ranges between 50% and 80% of appraised value. The Company receives fees and interest for these loans and the interest rate
is generally fixed 5.25% to 8.00% per annum. Maturities range between six and eighteen months.
The
Company belongs to a captive insurance group for certain casualty insurance, worker compensation and liability programs. Insurance
reserves are maintained relative to these programs. The level of exposure from catastrophic events is limited by the purchase of stop-loss
and aggregate liability reinsurance coverage. When estimating the insurance liabilities and related reserves, the captive insurance management
considers a number of factors, which include historical claims experience, demographic factors, severity factors and valuations provided
by independent third-party actuaries. If actual claims or adverse development of loss reserves occurs and exceed these estimates, additional
reserves may be required. The estimation process contains uncertainty since captive insurance management must use judgment to estimate
the ultimate cost that will be incurred to settle reported claims and unreported claims for incidents incurred but not reported as of
the balance sheet date.
The
Company is a defendant in various other legal actions arising from the normal conduct of business. Management believes that none of
the actions, if adversely determined, will have a material effect on the Company’s financial position or results of
operations. Based on management’s assessment and legal counsel’s representations concerning the likelihood of
unfavorable outcomes, no amounts have been accrued for the above claims in the consolidated financial statements.
The
Company is not a party to any other material legal proceedings outside the ordinary course of business or to any other legal proceedings,
which, if adversely determined, would have a material adverse effect on its financial condition or results of operations.
47
12) Mortgage
Servicing Rights
The
Company initially records these MSRs at fair value as discussed in Note 8.
After
being initially recorded at fair value, MSRs backed by mortgage loans are accounted for using the amortization method. Amortization expense
is included in other expenses on the consolidated statements of earnings. MSR amortization is determined
by amortizing the MSR balance in proportion to, and over the period of the estimated future net servicing income of the underlying financial
assets.
The
Company periodically assesses MSRs for impairment. Impairment occurs when the current fair value of the MSR falls below the
asset’s carrying value (carrying value is the amortized cost reduced by any related valuation allowance). If MSRs are
impaired, the impairment is recognized in current-period earnings and the carrying value of the MSRs is adjusted through a valuation
allowance.
Management
periodically reviews the various loan strata to determine whether the value of the MSRs in a given stratum is impaired and likely to
recover. When management deems recovery of the value to be unlikely in the foreseeable future, a write-down of the cost of the MSRs for
that stratum to its estimated recoverable value is charged to the valuation allowance.
The
following is a summary of the MSR activity for the periods presented.
Schedule of Mortgage Servicing
Rights
As
of June 30
2021
As
of December 31
2020
Amortized
cost:
Balance
before valuation allowance at beginning of year
$ 35,210,516
$ 17,155,529
MSR additions
resulting from loan sales
18,286,569
29,896,465
Amortization
(1)
( 6,772,539 )
( 11,841,478 )
Application
of valuation allowance to write down MSRs
with other than temporary impairment
—
—
Balance
before valuation allowance at end of period
$ 46,724,546
$ 35,210,516
Valuation
allowance for impairment of MSRs:
Balance
at beginning of year
$ —
$ —
Additions
—
—
Application
of valuation allowance to write down MSRs
with other than temporary impairment
—
—
Balance
at end of period
$ —
$ —
Mortgage
servicing rights, net
$ 46,724,546
$ 35,210,516
Estimated
fair value of MSRs at end of period
$ 58,838,077
$ 38,702,358
(1)
Included
in other expenses on the condensed consolidated statements of earnings
48
The
following table summarizes the Company’s estimate of future amortization of its existing MSRs carried at amortized cost:
Schedule
of Finite-Lived Intangible Assets, Future Amortization Expense, Mortgage Servicing Rights
Estimated
MSR Amortization
2021
5,996,013
2022
4,891,593
2023
4,248,886
2024
3,685,273
2025
3,217,703
Thereafter
24,685,078
Total
$ 46,724,546
The
Company collected the following contractual servicing fee income and late fee income as reported in other revenues on the condensed
consolidated statement of earnings:
Schedule of Other Revenues
Three
Months Ended
June 30
Six
Months Ended
June 30
2021
2020
2021
2020
Contractual
servicing fees
$ 3,755,294
$ 1,929,565
$ 7,142,765
$ 3,714,509
Late
fees
74,437
71,704
155,487
169,512
Total
$ 3,829,731
$ 2,001,269
$ 7,298,252
$ 3,884,021
The
following is a summary of the unpaid principal balances (“UPB”) of the servicing portfolio for the periods presented:
Summary of Unpaid Principal
Balances of the Servicing Portfolio
As
of June 30
2021
As
of December 31 2020
Servicing
UPB
$ 6,280,506,543
$ 5,070,287,864
The
following key assumptions were used in determining MSR value:
Assumptions used
in determining MSR value
Prepayment
Speeds
Average
Life (Years)
Discount
Rate
June
30, 2021
12.20
6.55
9.50
December
31, 2020
15.60
5.30
9.50
49
13)
Income Taxes
The
Company’s overall effective tax rate for the three months ended June 30, 2021 and 2020 was 23.3 %
and 24.4 %,
respectively, which resulted in a provision for income taxes of $ 3,419,873
and $ 6,636,709 ,
respectively. The Company’s overall effective tax rate for the six months ended June 30, 2021 and 2020 was 24.6 %
and 23.3 %,
respectively, which resulted in a provision for income taxes of $ 7,646,213
and $ 6,686,494 ,
respectively. The Company's effective tax rates differ from the U.S. federal statutory rate of 21% partially due to its provision for
state income taxes. The effective tax rate in the current period decreased when compared to the prior year period partly due to
the Company's provision for state income taxes.
Interim
income taxes are based on an estimated annualized effective tax rate applied to the respective quarterly periods, adjusted for discrete
tax items in the period in which they occur. Although the Company believes its tax estimates are reasonable, the Company can make no
assurance that the final tax outcome of these matters will not be different from that which it has reflected in its historical income
tax provisions and accruals.
14)
Revenues from Contracts with Customers
The
Company reports revenues from contracts with customers pursuant to ASC No. 606, Revenue from Contracts with
Customers .
Information
about Performance Obligations and Contract Balances
The
Company’s cemetery and mortuary segment sells a variety of goods and services to customers in both at-need and pre-need situations.
Due to the timing of the fulfillment of the obligation, revenue is deferred until that obligation is fulfilled.
The
Company’s three types of future obligations are as follows:
Pre-need
Merchandise and Service Revenue : All pre-need merchandise and service revenue is deferred and the funds are placed in trust until
the need arises, the merchandise is received or the service is performed. The trust is then relieved, and the revenue and commissions
are recognized.
At-need
Specialty Merchandise Revenue : At-need specialty merchandise revenue consists of customizable merchandise ordered from a manufacturer
such as markers and bases. When specialty merchandise is ordered, it can take time to manufacture and deliver the product. Revenue is
deferred until the at-need merchandise is received.
Deferred
Pre-need Land Revenue : Deferred pre-need revenue and corresponding commissions are deferred until 10% of the funds are received
from the customer through regular monthly payments. Deferred pre-need land revenue is not placed in trust.
Complete
payment of the contract does not constitute fulfillment of the performance obligation. Goods or services are deferred until such time
the service is performed or merchandise is received. Pre-need contracts are required to be paid in full prior to a customer using a good
or service from a pre-need contract. Goods and services from pre-need contracts can be transferred when paid in full from one owner to
another. In such cases, the Company will act as an agent in transferring the requested goods and services. A transfer of goods and services
does not fulfill an obligation and revenue remains deferred.
50
The
opening and closing balances of the Company’s receivables, contract assets and contract liabilities are as follows:
Schedule of Opening and Closing
Balances of Receivables, Contract Assets and Contract Liabilities
Contract
Balances
Receivables
(1)
Contract
Asset
Contract
Liability
Opening (1/1/2021)
$ 4,119,988
$ —
$ 13,080,179
Closing
(6/30/2021)
4,500,996
—
13,707,231
Increase/(decrease)
381,008
—
627,052
Contract
Balances
Receivables
(1)
Contract
Asset
Contract
Liability
Opening (1/1/2020)
$ 2,778,879
$ —
$ 12,607,978
Closing
(12/31/2020)
4,119,988
—
13,080,179
Increase/(decrease)
1,341,109
—
472,201
(1)
Included
in Receivables, net on the condensed consolidated balance sheets
The
amount of revenue recognized and included in the opening contract liability balance for the three months ended June 30, 2021 and 2020
was $ 1,309,936
and $ 880,663 ,
respectively, and for the six months ended June 30, 2021 and 2020 was $ 2,444,937
and $ 1,831,406 ,
respectively
The
difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results
from the timing difference between the Company’s performance and the customer’s payment.
Disaggregation
of Revenue
The
following table disaggregates revenue for the Company’s cemetery and mortuary contracts for the periods presented:
Revenues of the Cemetery
and Mortuary Contracts
Three
Months Ended
June 30
Six
Months
Ended June 30
2021
2020
2021
2020
Major
goods/service lines
At-need
$ 4,001,408
$ 3,257,705
$ 8,043,428
$ 6,642,896
Pre-need
2,316,990
1,443,073
4,217,096
2,515,973
$ 6,318,398
$ 4,700,778
$ 12,260,524
$ 9,158,869
Timing
of Revenue Recognition
Goods
transferred at a point in time
$ 4,552,154
$ 3,088,616
$ 8,750,827
$ 6,082,320
Services
transferred at a point in time
1,766,244
1,612,162
3,509,697
3,076,549
$ 6,318,398
$ 4,700,778
$ 12,260,524
$ 9,158,869
51
The
following table reconciles revenues from cemetery and mortuary contracts to Note 7 – Business Segment Information for the Cemetery/Mortuary
Segment for the periods presented:
Reconciliation of Revenues
from Cemetery and mortuary contracts to Business Segment Information
Three
Months Ended
June 30
Six
Months Ended
June 30
2021
2020
2021
2020
Net
mortuary and cemetery sales
$ 6,318,398
$ 4,700,778
$ 12,260,524
$ 9,158,869
Gains
(losses) on investments and other assets
227,546
482,383
1,025,886
( 177,740 )
Net investment
income
240,587
71,647
470,891
276,493
Other
revenues
21,391
51,497
49,886
62,379
Revenues
from external customers
6,807,922
5,306,305
13,807,187
9,320,001
52
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.