What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2020-05-15 compared with 2019-11-14 · 27 added, 86 removed, 37 unchanged (75% of the section changed)

Other Information .

Acquisition of Probst Family Funerals and Cremations and Heber Valley Funeral Home

On February 15, 2019, the Company, through its wholly-owned subsidiary, Memorial Mortuary Inc., completed an asset purchase transaction with Probst Family

Funerals and Cremations, LLC.

(“Probst Family Funerals”) and Heber Valley Funeral Home, Inc.

(“Heber Valley Funeral Home”).

These funeral homes are both located in Heber Valley, a community situated about 45 miles southeast of Salt Lake City.

year ended December 31, 2018, Probst Family Funerals and Heber Valley Funeral Home had combined revenues of $1,055,634 and a combined net pre-tax income of $179,613.

As of December 31, 2018, Probst Family Funerals and Heber Valley Funeral Home had

combined assets of $1,161,029 and a combined total equity of $18,052.

Under the terms of the transaction, as set forth in the Asset Purchase Agreement, dated February 15, 2019, by and among SN Probst, a wholly owned

subsidiary of Memorial Mortuary, and Probst Family Funerals, Heber Valley Funeral Home, Joe T.

Probst, Clinton Wayne Probst, Calle J.

Probst, and Marsha L.

Probst, Memorial Mortuary, through its wholly owned subsidiary SN Probst, paid a net purchase

price of $3,315,647 for the business and assets of Probst Family Funerals and Heber Valley Funeral Home, subject to a $150,000 holdback.

At the closing, Probst Funeral Homes and Heber Valley Funeral Home paid off the $907,407 principal balance and

$4,340 in interest on a loan at Zions Bank that was secured by the Heber Valley Funeral Home.

Also, at the closing, Probst Funeral Homes and Heber Valley Funeral Home paid off the $157,148 loan with Utah Community Credit Union and the $32,987 line of

credit with Zions Bank.

Acquisition of Beta Capital Corp.

On June 1, 2018, the Company completed a stock purchase transaction with Beta Capital Corp.

("Beta Capital") and Ronald D.

Maxson ("Maxson"), the sole

owner of all the outstanding shares of common stock of Beta Capital, to purchase all of the outstanding shares of common stock of Beta Capital.

Beta Capital is engaged in the operation of a factoring business with the principal purpose of providing

funding for funeral homes and mortuaries.

For the year ended December 31, 2017, Beta Capital had revenues of $1,208,000 with a net pre-tax income of $204,000.

As of December 31, 2017, the total assets of Beta Capital were $3,270,000 and total

equity was $1,832,000.

Under the terms of the transaction, as set forth in the Stock Purchase Agreement dated September 1, 2018 (the "Purchase Agreement"), by and among the

Company, Beta Capital and Maxson, the Company paid Maxson the purchase consideration at the closing of the transaction equal to the sum of (i) $890,000 in cash plus (ii) the accounts receivable value of $2,515,783, representing the total amount of

the Company's outstanding receivables as of the closing date of September 1, 2018, for a total closing payment of $3,405,783.

From the $3,405,783 closing payment, a holdback amount equal to $175,000 was deposited into an interest bearing escrow

account to be held for a period of eighteen months from the closing date to pay off any uncollected accounts receivable and other liabilities of Beta Capital as of the closing date.

Sale of Dry Creek at East Village Apartments

On March 29, 2018, the Company through its wholly owned subsidiary, Security National Life Insurance Company (“Security National Life”), completed the sale

of the Dry Creek at East Village (“Dry Creek”) apartments to a subsidiary of Dinapoli Capital Partners, LLC (“Dinapoli Capital”) pursuant to the terms of the Purchase and Sale Agreement, dated February 14, 2018, between Security National Life and

Dinapoli Capital.

The purchase price paid for the Dry Creek apartments was $57,000,000.

From the proceeds that Security National Life received from the sale of the apartment complex, $26,802,904 was used to pay off an existing loan at Zions First

National Bank, N.A., which was secured by a security interest in the apartment complex.

A brokerage commission of $285,000 and legal fees and related costs were also paid from the purchase proceeds.

The Company’s book basis in Dry Creek was

approximately $34,400,000, and the Company recognized the gain net of tax effects from the sale in the first quarter of 2018.

The Dry Creek apartments consist of 282 units, with a mixture of one, two, and three-bedroom units.

The construction of Dry Creek was completed in December

As of December 31, 2017, the apartments were 95% leased.

Also, rental rates in the market had increased by 9.8% over pro forma rents, and effective (achieved) rates net of concessions increased.

The Company had owned the land for the

development since 1991, when the Company purchased the land, along with the cemetery and mortuary that are adjacent to the property.

The Company continues to operate the cemetery and mortuary.

Exhibits, Financial

Statements Schedules and Reports on Form 8-K.

Financial Statements

Exhibits, Financial Statements Schedules and Reports on Form 8-K.

(a)(1) Financial Statements

See “Table of Contents – Part I – Financial Information” under page 2 above

Financial Statement Schedules

All other schedules to the consolidated financial statements required by Article 7 of Regulation S‑X are not required under the related instructions or are inapplicable and therefore have

been omitted.

(a)(2) Financial Statement Schedules

All other schedules to the consolidated financial statements required by Article 7 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.

(a)(3) Exhibits

The following Exhibits are filed herewith pursuant to Rule 601 of Regulation S-K or are incorporated by reference to previous filings.

Articles of Incorporation, as amended and restated (6)

Bylaws, as amended and restated (10)

3.1 Amended and Restated Articles of Incorporation (6)

3.2 Amended and Restated Bylaws (10)

4.1 Specimen Class A Stock Certificate (1)

1 unchanged sentence

4.3 Specimen Preferred Stock Certificate and Certificate of Designation of Preferred Stock (1)

Employee Stock Ownership Plan (ESOP) and Trust Agreement, as amended and restated (1)

2013 Stock Option and Other Equity Incentive Awards Plan, as amended and restated (4)

2014 Director Stock Option Plan (2)

10.1 Employee Stock Ownership Plan, as amended and restated (ESOP) and Trust Agreement (1)

10.2 Amended and Restated 2013 Stock Option and Other Equity Incentive Awards Plan (4)

10.3 Amended and Restated 2014 Director Stock Option Plan (2)

10.4 Employment Agreement with Scott M.

Stock Purchase Agreement among Security National Financial Corporation, Beta Capital Corp., and Ronald

10.5 Stock Purchase Agreement among Security National Financial Corporation, Beta Capital Corp., and Ronald D.

Maxson, sole shareholder (7)

10.6 Stock Repurchase Plan (8)

Asset Purchase Agreement among SN Probst LLC, Probst Family Funerals and Cremations, L.L.C, Heber Valley

Funeral Home, Inc., Joe T.

10.7 Asset Purchase Agreement among SN Probst LLC, Probst Family Funerals and Cremations, L.L.C, Heber Valley Funeral Home, Inc., Joe T.

Probst, Clinton Wayne Probst, Calle J.

Probst, and Marsha J.

Stock Purchase Agreement among Security National Financial Corporation,

Kilpatrick Life Insurance Company, and the Shareholders of Kilpatrick Life Insurance Company (11)

10.8 Coinsurance Agreement between Kilpatrick Life Insurance Company and Security National Life Insurance Company (11)

10.9 Stock Purchase Agreement among Security National Financial Corporation, Kilpatrick Life Insurance Company, and the Shareholders of Kilpatrick Life Insurance Company (11)

10.10 Consolidated Statement of Assets Acquired and Liabilities Assumed at December 13, 2019 (12)

14 Code of Business Conduct and Ethics (10)

3 unchanged sentences

31.1 Certification pursuant to 18 U.S.C.

Section 1350, as enacted by Section 302

of the Sarbanes-Oxley Act of 2002

Section 1350 , as enacted by Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification pursuant to 18 U.S.C.

Section 1350, as enacted by Section 302

of the Sarbanes-Oxley Act of 2002

Section 1350 , as enacted by Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Section 1350 , as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

Section 1350 , as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.xml Instance Document

101.xsd Taxonomy Extension Schema Document

101.cal Taxonomy Extension Calculation Linkbase Document

101.def Taxonomy Extension Definition Linkbase Document

101.lab Taxonomy Extension Label Linkbase Document

101.pre Taxonomy Extension Presentation Linkbase Document

(1) Incorporated by reference from Registration Statement on Form S-1, as filed on June 29, 1987

9 unchanged sentences

(11) Incorporated by reference from Report on Form 8-K, as filed on November 12, 2019

Incorporated by reference from Report on Form 8-K, as filed on November 12, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the

undersigned thereunto duly authorized.

(12) Incorporated by reference from Report on Form 8-K/A, as filed on February 26, 2020

(13) Incorporated by reference from Report on Form 10-K, as filed on March 31, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SECURITY NATIONAL FINANCIAL CORPORATION

November 14, 2019

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

November 14, 2019

/s/ Garrett S.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information