UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
☒ ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31 , 2021
or
☐ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____ to _____
Commission File Number 000-09341
SECURITY
NATIONAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
utah
87-0345941
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer
Identification
No.)
433 West Ascension Way , Salt Lake City , Utah
84123
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(801) 264-1060
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of exchange on which registered
Class A Common Stock
SNFCA
The Nasdaq Global Select Market
Securities registered pursuant
to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act.
☐ Yes ☒ No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
☒ Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☒
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes ☒ No
As of June
30, 2021, the aggregate market value of the registrant’s Class A common stock held by non-affiliates of the registrant was approximately
$ 67,000,000 based on the $8.33 closing sale price of the Class A common stock as reported on The Nasdaq Global Select Market.
As of March
22, 2022, there were outstanding 17,692,445 shares of Class A common stock, $2.00 par value per share, and 2,866,565 shares of Class C
common stock, $2.00 par value per share.
Documents Incorporated by Reference
None.
Security National Financial Corporation
Form 10-K
For the Fiscal Year Ended December 31, 2021
TABLE OF CONTENTS
Page
Part I
Item 1.
Business
3
Item 1A.
Risk Factors
10
Item 1B.
Unresolved Staff Comments
11
Item 2.
Properties
11
Item 3.
Legal Proceedings
15
Item 4.
Mine Safety Disclosures
15
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
16
Item 6.
[Reserved]
18
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
30
Item 8.
Financial Statements and Supplementary Data
31
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
112
Item 9A.
Controls and Procedures
112
Item 9B.
Other Information
112
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
112
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
113
Item 11.
Executive Compensation
118
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
128
Item 13.
Certain Relationships and Related Transactions, and Director Independence
130
Item 14.
Principal Accounting Fees and Services
131
Part IV
Item 15.
Exhibits, Financial Statement Schedules
131
Item 16.
Form 10-K Summary
131
Signatures
132
Financial Statement Schedules
133
2
PART I
Item 1. Business
Security National
Financial Corporation (the “Company”) operates in three reportable business segments: life insurance, cemetery and mortuary,
and mortgages. The life insurance segment is engaged in the business of selling and servicing selected lines of life insurance, annuity
products, and accident and health insurance. These products are marketed in 40 states through a commissioned sales force of independent
licensed insurance agents who may also sell insurance products of other companies. The cemetery and mortuary segment consists of eight
mortuaries and five cemeteries in the state of Utah, one cemetery in the state of California, and one cemetery and four mortuaries in
the state of New Mexico. The Company also engages in pre-need selling of funeral, cemetery, mortuary, and cremation services through its
Utah, California and New Mexico operations. Many of the insurance agents also sell pre-need funeral, cemetery, and cremation services.
The mortgage segment originates and underwrites or otherwise purchases residential and commercial loans for new construction, existing
homes, and other real estate projects. The mortgage segment operates through 113 retail offices in 23 states, and is an approved mortgage
lender in several other states.
The Company’s
design and structure are that each business segment is related to the other business segments and contributes to the profitability of
the other segments. The Company’s cemetery and mortuary segment provides a level of public awareness that assists in the sales and
marketing of insurance and pre-need cemetery and funeral products. The Company’s insurance segment invests their assets (including,
in part, pre-need funeral products and services) in investments authorized by the respective insurance departments of their states of
domicile. The Company also pursues growth through acquisitions. The Company’s mortgage segment provides mortgage loans and other
real estate investment opportunities.
The Company was organized
as a holding company in 1979 when Security National Life Insurance Company (“Security National Life”) became a wholly owned
subsidiary of the Company and the former stockholders of Security National Life became stockholders of the Company. Security National
Life was formed in 1965 and has acquired or purchased significant blocks of business which include Capital Investors Life Insurance Company
(1994), Civil Service Employees Life Insurance Company (1995), Southern Security Life Insurance Company (1998), Menlo Life Insurance Company
(1999), Acadian Life Insurance Company (2002), Paramount Security Life Insurance Company (2004), Memorial Insurance Company of America
(2005), Capital Reserve Life Insurance Company (2007), Southern Security Life Insurance Company, Inc. (2008), North America Life Insurance
Company (2011, 2015), Trans-Western Life Insurance Company (2012), Mothe Life Insurance Company (2012), DLE Life Insurance Company (2012),
American Republic Insurance Company (2015), First Guaranty Insurance Company (2016), and Kilpatrick Life Insurance Company (2019). In
August 2021, the Company sold Memorial Insurance Company of America.
The cemetery and mortuary operations have also grown
through the acquisition of other cemetery and mortuary companies. The cemetery and mortuary companies that the Company has acquired are
Holladay Memorial Park, Inc. (1991), Cottonwood Mortuary, Inc. (1991), Deseret Memorial, Inc. (1991), Probst Family Funerals and Cremations
L.L.C. (2019), Heber Valley Funeral Home, Inc. (2019), Rivera Funerals, Cremations and Memorial Gardens (2021), and Holbrook Mortuary
(2021).
In 1993, the Company formed SecurityNational Mortgage
Company (“SecurityNational Mortgage”) to originate and refinance residential mortgage loans. In 2012, the Company formed Green
Street Mortgage Services, Inc. (now known as EverLEND Mortgage Company) (“EverLEND Mortgage”) also to originate and refinance
residential mortgage loans. In December 2021, the Company ceased operations in EverLEND Mortgage and merged its operations into SecurityNational
Mortgage.
See Note 15 of the Notes to Consolidated Financial
Statements for additional information regarding business segments of the Company.
3
Life Insurance
Products
The Company,
through Security National Life, First Guaranty Insurance Company (“First Guaranty”), and Kilpatrick Life Insurance Company
(“Kilpatrick”), issues and distributes selected lines of life insurance and annuities. The Company’s life insurance
business includes funeral plans and interest-sensitive life insurance, as well as other traditional life, accident, and health insurance
products. The Company places specific marketing emphasis on funeral plans through pre-need planning. The Company’s insurance subsidiaries,
Southern Security Life Insurance Company, Inc. (“Southern Security”) and Trans-Western Life Insurance Company (“Trans-Western”),
do not actively write policies, but service and maintain policies that were purchased prior to their acquisition by Security National
Life.
A funeral plan
is a small face value life insurance policy that generally has face coverage of up to $30,000. The Company believes that funeral plans
represent a marketing niche that has lower competition because most insurance companies do not offer similar coverage. The purpose of
the funeral plan policy is to pay the costs and expenses incurred at the time of a person’s death. On a per thousand-dollar cost
of insurance basis, these policies can be more expensive to the policyholder than many types of non-burial insurance due to their low
face amount, requiring the fixed cost of the policy administration to be distributed over a smaller policy size, and the simplified underwriting
practices that result in higher mortality costs.
Markets
and Distribution
The Company is
licensed to sell insurance in 40 states. The Company, in marketing its life insurance products, seeks to locate, develop and service specific
niche markets. The Company’s funeral plan policies are sold primarily to persons who range in age from 45 to 85 and have low to
moderate income. A majority of the Company’s funeral plan premiums come from the states of Arkansas, California, Florida, Georgia,
Louisiana, Mississippi, Texas, and Utah.
The Company sells
its life insurance products through direct agents, brokers, and independent licensed agents who may also sell insurance products of other
companies. The commissions on life insurance products range from approximately 50% to 120% of first year premiums. In those cases, where
the Company utilizes its direct agents in selling such policies, those agents customarily receive advances against future commissions.
In some instances,
funeral plan insurance is marketed in conjunction with the Company’s cemetery and mortuary sales force. When it is marketed by that
group, the beneficiary is usually the Company’s cemeteries and mortuaries. Thus, death benefits that become payable under the policy
are paid to the Company’s cemetery and mortuary subsidiaries to the extent of services performed and products purchased.
In marketing
funeral plan insurance, the Company also seeks and obtains third-party endorsements from other cemeteries and mortuaries within its marketing
areas. Typically, these cemeteries and mortuaries will provide letters of endorsement and may share in mailing and other lead-generating
costs since these businesses are usually made the beneficiary of the policy. The following table summarizes the life insurance business
for the five years ended December 31, 2021:
2021
2020
2019
2018
2017
Life Insurance
Policy/Cert Count as of December 31
653,450
659,237
669,064 (1)
531,831
533,065
Insurance in force as of December 31 (omitted 000)
$ 2,863,759
$ 2,890,791
$ 2,877,402 (1)
$ 1,838,488
$ 1,759,148
Premiums Collected (omitted 000)
$ 99,006
$ 92,058
$ 78,253 (1)
$ 74,965
$ 69,565
(1)
Includes the acquisition of Kilpatrick
4
Underwriting
The factors considered
in evaluating an application for ordinary life insurance coverage can include the applicant’s age, occupation, general health, and
medical history. Upon receipt of a satisfactory (non-funeral plan insurance) application, which contains pertinent medical questions,
the Company issues insurance based upon its medical limits and requirements subject to the following general non-medical limits:
Age
Nearest Birthday
Non-Medical Limits
0-50
$100,000
51-up
Medical information
required (APS or exam)
When underwriting
life insurance, the Company will sometimes issue policies with higher premium rates for substandard risks.
The Company’s
funeral plan insurance is written on a simplified medical application with underwriting requirements being a completed application, a
phone interview of the applicant, and an intelliscript prescription history inquiry. There are several underwriting classes in which an
applicant can be placed.
Annuities
Products
The Company’s
annuity business includes single premium deferred annuities, flexible premium deferred annuities, and immediate annuities. A single premium
deferred annuity is a contract where the individual remits a sum of money to the Company, which is retained on deposit until such time
as the individual may wish to annuitize or surrender the contract for cash. A flexible premium deferred annuity gives the contract holder
the right to make premium payments of varying amounts or to make no further premium payments after his initial payment. These single and
flexible premium deferred annuities can have initial surrender charges. The surrender charges act as a deterrent to individuals who may
wish to prematurely surrender their annuity contracts. An immediate annuity is a contract in which the individual remits a sum of money
to the Company in return for the Company’s obligation to pay a series of payments on a periodic basis over a designated period of
time, such as an individual’s life, or for such other period as may be designated.
Annuities have
guaranteed interest rates that range from 1% to 6.5% per annum. Rates above the guaranteed interest rate credited are periodically modified
by the Board of Directors at its discretion. In order for the Company to realize a profit on an annuity product, the Company must maintain
an interest rate spread between its investment income and the interest rate credited to the annuities. Commissions, issuance expenses,
and general and administrative expenses are deducted from this interest rate spread.
Markets
and Distribution
The general market
for the Company’s annuities is middle to older age individuals. A major source of annuity sales come from direct agents and are
sold in conjunction with other insurance sales. If an individual does not qualify for a funeral plan, the agent will often sell that individual
an annuity to fund final expenses.
The following table summarizes
the annuity business for the five years ended December 31, 2021:
2021
2020
2019
2018
2017
Annuities Policy/Cert Count as of December 31
24,901
25,476
26,565 (1)
22,313
22,729
Deposits Collected (omitted 000)
$ 9,719
$ 9,637
$ 10,400 (1)
$ 9,644
$ 10,353
(1)
Includes the acquisition of Kilpatrick
5
Accident and
Health
Products
Through its various
acquisitions, the Company occasionally acquires small blocks of accident and health policies, which it continues to service. The Company
offers a low-cost comprehensive diver’s accident policy that provides worldwide coverage for medical expense reimbursement in the
event of a diving accident.
Markets
and Distribution
The Company currently
markets its diver’s accident policies through the internet.
The following
table summarizes the accident and health insurance business for the five years ended December 31, 2021:
2021
2020
2019
2018
2017
Accident and Health Policy/Cert Count as of December 31
12,494
13,735
15,133 (1)
3,763
4,069
Premiums Collected (omitted 000)
$ 353
$ 296
$ 110 (1)
$ 98
$ 104
(1)
Includes the acquisition of Kilpatrick
Reinsurance
The primary purpose
of reinsurance is to enable an insurance company to issue an insurance policy in an amount larger than the risk the insurance company
is willing to assume for itself. The insurance company remains obligated for the amounts reinsured (ceded) in the event the reinsurers
do not meet their obligations.
The Company currently
cedes and assumes certain risks with various authorized unaffiliated reinsurers pursuant to reinsurance treaties, which are generally
renewed annually. The premiums paid by the Company are based on a number of factors, primarily including the age of the insured and the
risk ceded to the reinsurer.
It is the Company’s
policy to retain no more than $100,000 of ordinary insurance per insured life, with the excess risk being reinsured. The total amount
of life insurance reinsured by other companies as of December 31, 2021, was $364,471,000, which represented approximately 12.7% of the
Company’s life insurance in force on that date.
See “Management’s
Discussion and Analysis of Results of Operations and Financial Condition” and “Notes to Consolidated Financial Statements”
for additional disclosure and discussion regarding reinsurance.
Investments
The investments
that support the Company’s life insurance and annuity obligations are determined by the investment committees of the Company’s
subsidiaries and ratified by the full boards of directors of the respective subsidiaries. A significant portion of the Company’s
investments must meet statutory requirements governing the nature and quality of permitted investments by its insurance subsidiaries.
The Company maintains a diversified investment portfolio consisting of common stocks, preferred stocks, municipal bonds, corporate bonds,
mortgage loans, real estate, and other securities and investments.
See “Management’s
Discussion and Analysis of Results of Operations and Financial Condition” and “Notes to Consolidated Financial Statements”
for additional disclosure and discussion regarding investments.
6
Cemetery and
Mortuary
Products
Through its cemetery
and mortuary segment, the Company markets a variety of products and services both on a pre-need basis (prior to death) and an at-need
basis (at the time of death). The products include: plots, interment vaults, mausoleum crypts, markers, caskets, urns and other death
care related products. These services include: professional services of funeral directors, opening and closing of graves, use of chapels
and viewing rooms, and use of automobiles and clothing. The Company has a mortuary at each of its cemeteries, other than Holladay Memorial
Park and Singing Hills Memorial Park, and has six separate stand-alone mortuary facilities.
Markets
and Distribution
The Company’s pre-need
cemetery and mortuary sales are marketed to persons of all ages but are generally purchased by persons 45 years of age and older. The
Company is limited in its geographic distribution of these products to areas lying within an approximate 20-mile radius of its mortuaries
and cemeteries. The Company’s at-need sales are similarly limited in geographic area.
The Company actively seeks
to sell its cemetery and funeral products to customers on a pre-need basis. The Company employs cemetery sales representatives on a commission
basis to sell these products. Many of these pre-need cemetery and mortuary sales representatives are also licensed insurance salesmen
and sell funeral plan insurance. In some instances, the Company’s cemetery and mortuary facilities are the named beneficiaries of
the funeral plan policies.
Potential customers are located
via telephone sales prospecting, responses to letters mailed by the pre-planning consultants, newspaper inserts, referrals, and door-to-door
canvassing. The Company trains its sales representatives and helps generate leads for them.
Mortgage Loans
Products
The Company,
through SecurityNational Mortgage is active in the residential real estate market. SecurityNational Mortgage is approved by the U.S. Department
of Housing and Urban Development (HUD), the Federal National Mortgage Association (Fannie Mae), and other secondary market investors,
to originate a variety of residential mortgage loan products, which are subsequently sold to investors. EverLEND Mortgage is also approved
by the U.S. Department of Housing and Urban Development (HUD), and other secondary market investors, to originate a variety of residential
mortgage loan products. The Company uses internal and external funding sources to fund mortgage loans. In December 2021, the Company
ceased operations in EverLEND Mortgage and merged its operations into SecurityNational Mortgage.
Security National
Life originates and funds commercial real estate loans, residential construction loans, and land development loans for internal investment.
Markets
and Distribution
The Company’s
residential mortgage lending services are marketed primarily to real estate brokers, builders and directly with consumers. The Company
has a strong retail origination presence in the Utah, Florida, Texas, Nevada and Arizona markets and is experiencing rapid growth with
sales representatives in these and many other states across the country. See “Management’s Discussion and Analysis of Results
of Operations and Financial Condition” and “Notes to Consolidated Financial Statements” for additional disclosure and
discussion regarding mortgage loans.
7
Recent Acquisitions
and Other Business Activities
Acquisitions
Acquisition
of Rivera Funerals, Cremations and Memorial Gardens
On December 21,
2021, the Company, through Memorial Estates Inc., completed a business combination transaction with Rivera Funerals, Cremations and Memorial
Gardens. The mortuaries and cemetery are located in New Mexico.
Under the terms
of the transaction, as set forth in the Asset Purchase Agreement, dated December 21, 2021, Memorial Estates Inc. paid a net purchase price
of $10,693,395 for the business and assets of Rivera Funerals, Cremations and Memorial Gardens, subject to holdback amounts held by Memorial
Estates, Inc. in the total amount of $1,120,000. Pursuant to the Asset Purchase Agreement, Memorial Estates, Inc. is to use $70,000 of
the holdback amount to pay, perform and discharge when due, trade accounts payable of Rivera Funerals, Cremations and Memorial Gardens
to third parties that remained unpaid. Unapplied portions of the remaining $1,050,000 holdback amount are to be released and paid by Memorial
Estates Inc. in annual payments of up to $105,000 each, beginning on the first anniversary date of the closing date and continuing thereafter
on the anniversary dates of the closing date.
Acquisition
of Holbrook Mortuary
On December 28,
2021, the Company, through its wholly-owned subsidiary, Memorial Mortuary Inc., completed a business combination transaction with Holbrook
Mortuary located in Salt Lake City, Utah.
Under the terms
of the transaction, as set forth in the Asset Purchase Agreement, dated December 28, 2021, Memorial Mortuary Inc. paid a net purchase
price of $3,051,747 for the business and assets of Holbrook Mortuary.
Real Estate
Development
The Company is capitalizing
on the opportunity to develop commercial and residential assets on its existing properties. The cost to acquire existing for-sale assets
currently exceeds the replacement costs, thus creating the opportunity for development and redevelopment of the land that the Company
currently owns. The Company has developed, or is in the process of developing, assets that have an initial development cost exceeding
$100,000,000, primarily relating to the Center53 Development. The Company plans to continue its development endeavors as based upon its
assessment of the market demand.
Center53
Development
Center53 Development is an
office development project comprising nearly 20 acres of land that is currently owned by the Company in the central valley of Salt Lake
City. At final completion, the multi-year, phased development will create a campus atmosphere and include nearly one million square-feet
of office space in five buildings, ranging from four to eleven stories, and will be serviced by three parking structures with about 4,000
stalls. In 2015, the Company broke ground and commenced development on the first phase which included a six-story building of nearly 200,000
square feet and a parking garage with 748 parking stalls. The first phase of the project was completed in July 2017 and is currently 100%
leased. The second phase of the project began in March 2020 and includes a second six story building of nearly 221,000 square feet and
a parking garage with approximately 870 stalls. The Company began its occupancy of a portion of the building in October 2021 and the remainder
of the building has been leased, with occupancy planned for April 2022. The Company plans to initiate future phases of the Center53 Development
for additional Class A office space in the central valley of Salt Lake City.
Regulation
The Company’s insurance subsidiaries are subject
to comprehensive regulation in the jurisdictions in which they do business under statutes and regulations administered by state insurance
commissioners. Such regulation relates to, among other things, prior approval of the acquisition of a controlling interest in an insurance
company; standards of solvency which must be met and maintained; licensing of insurers and their agents; nature of and limitations on
investments; deposits of securities for the benefit of policyholders; approval of policy forms and premium rates; periodic examinations
of the affairs of insurance companies; annual and other reports required to be filed on the financial condition of insurers or for other
purposes; and requirements regarding aggregate reserves for life policies and annuity contracts, policy claims, unearned premiums, and
other matters. The Company’s insurance subsidiaries are subject to this type of regulation in any state in which they conduct relevant
business. Such regulation may cause unforeseen costs and operational restrictions, and delay implementation of the Company’s business
plans.
8
The Company’s
life insurance subsidiaries are currently subject to regulation in Utah, Louisiana, Mississippi and Texas under insurance holding company
legislation, and other states where applicable. Generally, intercompany transfers of assets and dividend payments from insurance subsidiaries
are subject to prior notice of approval from the relevant state insurance department where, they are deemed “extraordinary”
under relevant state law. The insurance subsidiaries are required, under state insurance laws, to file detailed annual reports with the
supervisory agencies in each of the states in which they do business. Their business and accounts are also subject to examination by these
agencies. The Company was notified in December 2020, that each of its life insurance subsidiaries had been selected for examination for
the year ended December 31, 2020 and the periods since their last examinations. The Company was last examined in 2016 (First Guaranty
Insurance), 2017 (Security National Life, Southern Security and Trans-Western) and 2019 (Kilpatrick Life). As of March 2022, the Utah,
Mississippi and Texas insurance departments had completed their examination and provided final examination reports to the Company.
The Texas Department
of Banking also audits pre-need insurance policies that are issued in the state of Texas. Pre-need policies include the life and annuity
products sold as the funding mechanism for funeral plans through funeral homes by Security National agents. The Company is required to
send the Texas Department of Banking an annual report that summarizes the number of policies in force and the face amount or death benefit
for each policy. This annual report is also required to indicate the number of new policies issued for that year, all death claims paid
that year, and all premiums received.
The Company’s
cemetery and mortuary subsidiaries are subject to the Federal Trade Commission’s comprehensive funeral industry rules and to state
regulations in the various states where such operations are domiciled. The morticians must be licensed by the respective state in which
they provide their services. Similarly, the mortuaries and cemeteries are governed and licensed by state statutes and city ordinances
in Utah, California and New Mexico. The subsidiaries are required to keep annual reports on file including financial information concerning
the number of spaces sold and, where applicable, funds provided to the Endowment Care Trust Fund. Licenses are issued annually on the
basis of such reports. The cemeteries maintain city or county licenses where they conduct business.
The Company’s
mortgage subsidiaries are subject to the rules and regulations of the U.S. Department of Housing and Urban Development (HUD), and to various
state licensing acts and regulations and the Consumer Financial Protection Bureau (CFPB). These regulations, among other things, specify
minimum capital requirements and; procedures for loan origination and underwriting, licensing of brokers and loan officers and, quality
review audits and specify the fees that can be charged to borrowers. Each year, the Company is required to have an audit completed for
each mortgage subsidiary by an independent registered public accounting firm to verify compliance with the relevant regulations. In addition
to the government regulations, the Company must meet loan requirements, and underwriting guidelines of various investors who purchase
the loans. EverLEND Mortgage is not required to have an audit for 2021 since it ceased operations in December 2021.
Income Taxes
The Company’s
insurance subsidiaries, Security National Life, First Guaranty and Kilpatrick, are taxed under the Life Insurance Company Tax Act of 1984.
Under the act, life insurance companies are taxed at standard corporate rates on life insurance company taxable income. Life insurance
company taxable income is gross income less general business deductions and reserves for future policyholder benefits (with modifications).
Under The Tax Cuts and Jobs Act, December 31, 2017 policyholder surplus account balances result in taxable income over a period of eight
years.
Security National
Life, First Guaranty and Kilpatrick calculate their life insurance taxable income after establishing a provision representing a portion
of the costs of acquisition of such life insurance business. The effect of the provision is that a certain percentage of the Company’s
premium income is characterized as deferred expenses and recognized over a five or ten-year period. The Tax Act changed this recognition
period for amounts deferred after December 31, 2017 to a five or fifteen-year period.
9
The Company’s
non-life insurance company subsidiaries are taxed in general under the regular corporate tax provisions. The Company’s subsidiaries
Southern Security and Trans-Western are regulated as life insurance companies but do not meet the Internal Revenue Code definition of
a life insurance company, so they are taxed as insurance companies other than life insurance companies.
Competition
The life insurance
industry is highly competitive. There are approximately 800 legal reserve life insurance companies in business in the United States. These
insurance companies differentiate themselves through marketing techniques, product features, price, and customer service. The Company’s
insurance subsidiaries compete with a large number of insurance companies, many of which have greater financial resources, a longer business
history, and more diversified line of insurance products than the Company. In addition, such companies generally have a larger sales force.
Further, the Company competes with mutual insurance companies which may have a competitive advantage because all profits accrue to policyholders.
Because the Company is smaller by industry standards and lacks broad diversification of risk, it may be more vulnerable to losses than
larger, better-established companies. The Company believes that its policies and rates for the markets it serves are generally competitive.
The cemetery
and mortuary industry is also highly competitive. In the Utah, California and New Mexico markets where the Company competes, there are
a number of cemeteries and mortuaries which have longer business histories, more established positions in the community, and stronger
financial positions than the Company. In addition, some of the cemeteries with which the Company must compete for sales are owned by municipalities
and, as a result, can offer lower prices than can the Company. The Company bears the cost of a pre-need sales program that is not incurred
by those competitors which do not have a pre-need sales force. The Company believes that its products and prices are generally competitive
with those in the industry.
The mortgage
industry is highly competitive with a large number of mortgage companies and banks in the same geographic area in which the Company is
operating. The mortgage industry in general is sensitive to changes in interest rates and the refinancing market is particularly vulnerable
to changes in interest rates.
Human Capital
Management
As of December 31, 2021, the
Company employed 1,619 full-time and 114 part-time employees. Of the full-time employees, 1,118 were employed by the mortgage segment,
384 by the life insurance segment, and 116 by the cemetery and mortuary segment. The Company requires monthly acknowledgement of its anti-discrimination
and anti-harassment policies and communicates to its employees how to report concerns that relate to their employment experience.
Employee Benefits
All eligible employees may
elect coverage under the Company’s group health (including health savings and flexible spending), retirement, supplemental life
and voluntary benefit programs. As of December 31, 2021, 878 employees had elected to participate in the Company’s group health
insurance plans.
The Company has an employee
safe harbor retirement plan that qualifies under section 401(k) of the Internal Revenue Code and contributes a matching contribution based
on the employee’s contribution and years of service.
The Company provides other
time off benefits such as paid sick and paid vacation time. The Company provides discounts on pre-need and death benefits to tenured employees.
Additionally, the Company offers an employee assistance program that provides 24/7 counseling services for employees who may be facing
challenges outside of the workplace.
Item 1A. Risk Factors
As a smaller
reporting company, the Company is not required to provide information typically disclosed under this item.
10
Item 1B. Unresolved Staff
Comments
As a smaller
reporting company, the Company is not required to provide information typically disclosed under this item.
Item 2. Properties
The following
tables set forth the location of the Company’s office facilities and certain other information relating to these properties.
Street
City
State
Function
Owned / Leased
Approximate Square Footage
Lease
Amount
Expiration
433 W. Ascension Way
Salt Lake City
UT
Corporate Headquarters, Insurance Operations, Cemetery and Mortuary Operations, Mortgage Operations and Sales
Owned
221,000
N/A
N/A
1044 River Oaks Dr.
Flowood
MS
Insurance Operations
Owned
5,522
N/A
N/A
1818 Marshall St.
Shreveport
LA
Insurance Operations
Owned
12,274
N/A
N/A
812 Sheppard St.
Minden
LA
Insurance Sales
Owned
1,560
N/A
N/A
909 Foisy Ave.
Alexandria
LA
Insurance Sales
Owned
8,059
N/A
N/A
1550 N. Third St.
Jena
LA
Insurance Sales
Owned
1,737
N/A
N/A
1 Sanctuary Blvd. Suite 302A
Mandeville
LA
Insurance Sales
Leased
1,335
$ 2,262
/
mo
6/30/2023
79 E. Main Street
Midway
UT
Funeral Service Sales
Leased
4,476
$ 5,410
/
mo
10/31/2022
4387 S. 500 W.
Salt Lake City
UT
Funeral Service Sales
Leased
2,168
$ 1,786
/
mo
7/31/2025
1627A Central Ave.
Los Alamos
NM
Funeral Service Sales
Leased
1,400
$ 1,600
/
mo
12/30/2024
200 Market Way
Rainbow City
AL
Fast Funding Operations
Leased
12,850
$ 10,490
/
mo
1/31/2025
1819 S. Dobson Rd., Suite 202
Mesa
AZ
Mortgage Sales
Leased
890
$ 1,038
/
mo
7/31/2022
1819 S. Dobson Rd., Suite 203
Mesa
AZ
Mortgage Sales
Leased
1,507
$ 1,682
/
mo
7/31/2022
17015 N. Scottsdale Rd., Suite 125
Scottsdale
AZ
Mortgage Sales
Leased
6,070
$ 7,327
/
mo
7/31/2023
4725 N. 19th Ave.
Phoenix
AZ
Mortgage Sales
Leased
1,480
$ 1,700
/
mo
month to month
5100 N. 99th Ave., Suite 101
Phoenix
AZ
Mortgage Sales
Sub-Leased
3,940
$ 3,369
/
mo
month to month
5100 N. 99th Ave., Suite 111
Phoenix
AZ
Mortgage Sales
Sub-Leased
720
$ 1,023
/
mo
8/31/2022
10609 N. Hayden Rd., Suite 100
Scottsdale
AZ
Mortgage Sales
Leased
3,585
$ 8,650
/
mo
month to month
2828 N. Central Ave., Suite 1100A
Phoenix
AZ
Mortgage Sales
Sub-Leased
1,691
$ 4,859
/
mo
month to month
2636 Hwy 95, Suite 2
Bullhead City
AZ
Mortgage Sales
Leased
1,000
$ 1,250
/
mo
month to month
1490 S. Price Road, Suite 318
Chandler
AZ
Mortgage Sales
Leased
1,600
$ 3,050
/
mo
8/31/2022
1951 W. Camelback Rd., Suite 200
Phoenix
AZ
Mortgage Sales
Leased
2,446
$ 2,567
/
mo
month to month
2436 E. 4th St., Suite 920
Long Beach
CA
Mortgage Sales
Leased
100
$ 100
/
mo
month to month
40977 Oak Dr.
Forest Falls
CA
Mortgage Sales
Leased
250
$ -
/
mo
month to month
2934 E. Garvey Ave. South, Suite 250
West Covina
CA
Mortgage Sales
Leased
500
$ 712
/
mo
month to month
573 Chouinard Cir.
Claremont
CA
Mortgage Sales
Leased
100
$ 50
/
mo
month to month
7398 Fox Trail Unit B
Yucca Valley
CA
Mortgage Sales
Leased
900
$ 550
/
mo
month to month
26511 Silver Spring
Lake Forest
CA
Mortgage Sales
Leased
100
$ 50
/
mo
month to month
2325 El Empino
La Habra Heights
CA
Mortgage Sales
Leased
100
$ 50
/
mo
month to month
445 W. University Ave., Apt. A
San Deigo
CA
Mortgage Sales
Leased
120
$ -
/
mo
1/13/2022
7315 Shady Oak Dr.
Downey
CA
Mortgage Sales
Leased
100
$ 50
/
mo
month to month
1805 W. Ave. K Suite 113
Lancaster
CA
Mortgage Sales
Leased
312
$ 850
/
mo
1/31/2022
225 S. Grand Ave., Suite 1005
Los Angeles
CA
Mortgage Sales
Leased
50
$ 50
/
mo
1/13/2022
3247 W. March Ln., Suite 125
Stockton
CA
Mortgage Sales
Leased
1,504
$ 3,504
/
mo
11/30/2024
5001 E. Commercial Dr., Suite 285
Bakersfield
CA
Mortgage Sales
Leased
985
$ 1,576
/
mo
6/30/2024
155 S. Highway 101, Suite 7
Solana Beach
CA
Mortgage Sales
Leased
2,000
$ 7,000
/
mo
7/31/2026
36372 Canyon Terrace Dr.
Yucaipa
CA
Mortgage Sales
Leased
50
$ 50
/
mo
month to month
12821 War Horse St.
San Deigo
CA
Mortgage Sales
Leased
50
$ -
/
mo
month to month
5475 Tech Center Dr., Suite 100
Colorado Springs
CO
Mortgage Sales
Leased
3,424
$ 4,708
/
mo
9/30/2023
27 Main St., Suite C-104B
Edwards
CO
Mortgage Sales
Leased
680
$ 1,600
/
mo
month to month
4501 Mohawk Dr.
Larkspur
CO
Mortgage Sales
Leased
250
$ 50
/
mo
month to month
7800 E. Union Ave., Suite 550
Denver
CO
Mortgage Sales
Sub-Leased
4,656
$ 9,700
/
mo
9/30/2022
19751 E. Main St., Suite 247
Parker
CO
Mortgage Sales
Leased
1,403
$ 600
/
mo
2/25/2022
5982 S. Zenos Ct.
Larkspur
CO
Mortgage Sales
Leased
50
$ -
/
mo
month to month
1145 Town Park Ave., Suite 2215
Lake Mary
FL
Mortgage Sales
Leased
5,901
$ 13,154
/
mo
2/28/2023
8191 College Parkway, Suite 201
Ft Myers
FL
Mortgage Sales
Leased
4,676
$ 4,165
/
mo
8/21/2024
3180 Curlew Rd. Unit 107
Oldsmar
FL
Mortgage Sales
Leased
1,705
$ 2,707
/
mo
2/14/2023
8265 113th St., N.
Seminole
FL
Mortgage Sales
Leased
1,400
$ 1,692
/
mo
8/31/2023
136 Parliament Loop
Lake Mary
FL
Mortgage Sales
Leased
1,527
$ 3,100
/
mo
11/30/2022
2350 Fruitville Rd., Suite 101
Sarasota
FL
Mortgage Sales
Leased
2,455
$ 4,499
/
mo
3/14/2026
3956 Sunbeam Rd., Suite 1
Jacksonville
FL
Mortgage Sales
Leased
200
$ -
/
mo
month to month
11
Item 2. Properties
(Continued)
Street
City
State
Function
Owned / Leased
Approximate Square Footage
Lease
Amount
Expiration
921 Club House Blvd.
New Smyma Beach
FL
Mortgage Sales
Leased
50
$ -
/
mo
month to month
106 A Adamson Square
Carrolton
GA
Mortgage Sales
Leased
1,000
$ 1,750
/
mo
10/31/2022
900 Circle 75 Pkwy, Suite 175
Atlanta
GA
Mortgage Sales
Leased
3,020
$ 6,156
/
mo
6/30/2026
6600 Peachtree Dunwoody Rd., Suite 135
Atlanta
GA
Mortgage Sales
Leased
2,129
$ 4,702
/
mo
3/31/2026
1780 Stardust Trail
Cummings
GA
Mortgage Sales
Leased
500
$ -
/
mo
month to month
102 Mary Alice Park Rd., Suite 506
Cummings
GA
Mortgage Sales
Leased
1,190
$ 1,760
/
mo
12/31/2023
4370 Kukui Grove St., Suite 201
Lihue
HI
Mortgage Sales
Leased
864
$ 1,412
/
mo
2/28/2022
1001 Kamokila Blvd.
Kapolei
HI
Mortgage Sales
Leased
737
$ 1,708
/
mo
12/31/2022
32 Kinnoole St., Suite 101
Hilo
HI
Mortgage Sales
Leased
730
$ 1,695
/
mo
5/31/2023
1885 Main St., Suite 108
Wailuku
HI
Mortgage Sales
Leased
1,092
$ 1,365
/
mo
5/14/2022
116 N. 3rd St., Suite 12
Mccall
ID
Mortgage Sales
Leased
480
$ 466
/
mo
month to month
3597 E. Sky Lane, Suite 240
Meridian
ID
Mortgage Sales
Leased
N/A
$ 2,088
/
mo
2/28/2022
1832 Leabrook Ct.
Naperville
IL
Mortgage Sales
Leased
100
$ 50
/
mo
12/31/2022
568 Greenluster Dr.
Covington
LA
Mortgage Sales
Leased
150
$ 750
/
mo
month to month
8684 Veterans Hwy, Suite 101
Millersville
MD
Mortgage Sales
Leased
4,018
$ 6,529
/
mo
7/31/2026
4987 Fall Creek Rd. Suite 1
Branson
MO
Mortgage Sales
Leased
700
$ 1,000
/
mo
month to month
330 Camp Rd., Suite B-39
Charlotte
NC
Mortgage Sales
Leased
N/A
$ 650
/
mo
month to month
421 Fayetteville St., Suite 1100
Raliegh
NC
Mortgage Sales
Leased
130
$ 2,158
/
mo
1/31/2022
1980 Festival Plaza Dr., Suite 850
Las Vegas
NV
Mortgage Sales
Leased
12,866
$ 43,774
/
mo
3/31/2027
840 Pinnacle Ct., Suite 3
Mesquite
NV
Mortgage Sales
Leased
900
$ 720
/
mo
3/12/2022
2635 St. Rose Pkwy, Suites D 100
Hendeson
NV
Mortgage Sales
Leased
5,788
$ 11,923
/
mo
9/30/2025
8720 Orion Place, Suite 160
Colombus
OH
Mortgage Sales
Leased
1,973
$ 1,850
/
mo
6/30/2023
4294 Martin Dr.
North Olmstead
OH
Mortgage Sales
Leased
100
$ -
/
mo
month to month
3311 NE MLK Jr Blvd., Suite 203
Portland
OR
Mortgage Sales
Leased
1,400
$ 875
/
mo
month to month
10365 SE Sunnyside Rd., Suite 310
Clackamus
OR
Mortgage Sales
Sub-Leased
1,288
$ 2,733
/
mo
11/30/2022
11104 SE Stark St., Suite S
Portland
OR
Mortgage Sales
Sub-Leased
506
$ 600
/
mo
month to month
8285 SW Numbus, Suite 160
Beaverton
OR
Mortgage Sales
Sub-Leased
800
$ 888
/
mo
month to month
85 SE 5th St., Suite 102
Madras
OR
Mortgage Sales
Leased
N/A
$ 450
/
mo
month to month
110 Awendaw Way
Greenville
SC
Mortgage Sales
Leased
50
$ -
/
mo
month to month
6263 Poplar Ave., Suite 900
Memphis
TN
Mortgage Sales
Leased
1,680
$ 1,979
/
mo
3/31/2023
144 Alf Taylor Rd.
Johnson City
TN
Mortgage Sales
Sub-Leased
1,521
$ 800
/
mo
month to month
347 Main St., Suite 200
Franklin
TN
Mortgage Sales
Leased
2,444
$ 5,874
/
mo
8/31/2025
7241 Bahne Rd.
Fairview
TN
Mortgage Sales
Leased
50
$ -
/
mo
month to month
1707 Fairview Blvd., Suite 101-C
Fairview
TN
Mortgage Sales
Leased
120
$ 500
/
mo
5/1/2023
3027 Marina Bay Dr., Suite 200
League City
TX
Mortgage Sales
Leased
1,225
$ 2,348
/
mo
4/30/2023
11550 Fuqua, Suite 200
Houston
TX
Mortgage Sales
Leased
1,865
$ 3,186
/
mo
6/30/2024
1848 Norwood Plaza, Suite 213
Hurst
TX
Mortgage Sales
Sub-Leased
1,596
$ 1,031
/
mo
month to month
17347 Village Green Dr., Suite 102
Houston
TX
Mortgage Sales
Sub-Leased
3,300
$ 8,970
/
mo
12/1/2024
1626 Lee Trevino, Suite A
El Paso
TX
Mortgage Sales
Leased
4,200
$ 7,853
/
mo
12/31/2022
9737 Great Hills Trail, Suites 150, 200, 220
Austin
TX
Mortgage Sales
Leased
19,891
$ 38,539
/
mo
8/31/2024
1213 East Alton Gloor Blvd., Suite H
Brownsville
TX
Mortgage Sales
Leased
2,000
$ 2,200
/
mo
2/28/2022
5020 Collinwood Ave., Suite 100
Fort Worth
TX
Mortgage Sales
Leased
2,687
$ 5,300
/
mo
1/31/2025
2408 Jacaman Road, Suite F
Laredo
TX
Mortgage Sales
Leased
N/A
$ 900
/
mo
6/1/2022
1900 Country Club Dr., Suite 150
Mansfield
TX
Mortgage Sales
Leased
175
$ 325
/
mo
month to month
3220 Gus Thomasson Rd.
Mesquite
TX
Mortgage Sales
Sub-Leased
130
$ 1,000
/
mo
month to month
722 Kiowa Dr. West
Lake Kiowa
TX
Mortgage Sales
Leased
150
$ 495
/
mo
month to month
2102 Jitterbug Ln.
Katy
TX
Mortgage Sales
Leased
100
$ 100
/
mo
1/31/2022
124 N. Main St.
Mansfield
TX
Mortgage Sales
Sub-Leased
100
$ 3,000
/
mo
month to month
4411 W. Illinois, Suite B-4
Midland
TX
Mortgage Sales
Sub-Leased
100
$ 1,700
/
mo
month to month
23227 Red River Dr.
Katy
TX
Mortgage Sales
Leased
144
$ 750
/
mo
month to month
6401 Eldorado Pkwy, Suite 313
McKinney
TX
Mortgage Sales
Sub-Leased
345
$ 796
/
mo
month to month
590 W. State Street
Pleasant Grove
UT
Mortgage Sales
Leased
250
$ 500
/
mo
month to month
6575 S. Redwood Rd.
Taylorsville
UT
Mortgage Sales
Leased
3,323
$ 5,491
/
mo
12/31/2022
126 W. Sego Lily Dr., Suite 260
Sandy
UT
Mortgage Sales
Leased
2,794
$ 6,781
/
mo
1/31/2027
75 Towne Ridge Parkway, Suite 100
Sandy
UT
Mortgage Sales
Leased
6,867
$ 17,196
/
mo
8/31/2023
1133 North Main St., Suite 150
Layton
UT
Mortgage Sales
Sub-Leased
300
$ 1,000
/
mo
month to month
497 S. Main
Ephraim
UT
Mortgage Sales
Leased
1,884
$ 1,600
/
mo
4/30/2025
11240 S. River Heights Dr.
South Jordan
UT
Mortgage Sales
Leased
3,403
$ 7,973
/
mo
11/30/2024
500 East Village Blvd.
Stansbury Park
UT
Mortgage Sales
Leased
1,950
$ 3,276
/
mo
10/31/2024
833 N. 900 W.
Orem
UT
Mortgage Sales
Leased
2,391
$ 3,104
/
mo
1/31/2023
1350 E. 300 S. 3rd Floor
Lehi
UT
Mortgage Sales
Leased
15,446
$ 36,182
/
mo
12/22/2026
2455 E. Parleys Way, Suites 120 & 150
Salt Lake City
UT
Mortgage Sales
Leased
5,256
$ 8,530
/
mo
7/31/2030
12
Item 2. Properties
(Continued)
Street
City
State
Function
Owned / Leased
Approximate Square Footage
Lease
Amount
Expiration
859 W. South Jordan Pkwy, Suite 101
South Jordan
UT
Mortgage Sales
Leased
3,376
$ 5,920
/
mo
3/22/2022
558 E. Riverside Dr., Suite 204
St. George
UT
Mortgage Sales
Leased
1,685
$ 2,169
/
mo
8/31/2023
420 N. SR 198
Salem
UT
Mortgage Sales
Leased
1,000
$ 1,200
/
mo
month to month
13894 S. Bangerter Pkwy, Suite 200
Draper
UT
Mortgage Sales
Leased
N/A
$ 1,410
/
mo
12/31/2022
21430 Cedar Dr., Suite 200-202
Sterling
VA
Mortgage Sales
Leased
6,850
$ 12,984
/
mo
3/9/2023
15640 NE Fourth Plain Blvd., Suite 220/221
Vancouver
WA
Mortgage Sales
Leased
360
$ 850
/
mo
month to month
2701 Currant St.
Lynden
WA
Mortgage Sales
Leased
1,500
$ 50
/
mo
month to month
1508 24th Ave., Suite 23
Kenosha
WI
Mortgage Sales
Leased
250
$ 150
/
mo
month to month
27903 99th St.
Trevor
WI
Mortgage Sales
Leased
300
$ 150
/
mo
month to month
219 W. Washington St.
Charlestown
WV
Mortgage Sales
Leased
N/A
$ 1,700
/
mo
4/14/2023
The Company believes
the office facilities it occupies are in good operating condition and adequate for current operations. The Company plans to enter into
additional leases or modify existing leases based on its assessments of market demand. Those leases are expected to be month to month
where possible. As leases expire, the Company plans to either renew or find comparable leases or acquire additional office space.
The following table summarizes
the location and acreage of the seven Company owned cemeteries, each of which includes one or more mausoleums:
Net Saleable Acreage
Name of Cemetery
Location
Date Acquired
Developed Acreage (1)
Total Acreage (1)
Acres Sold as Cemetery Spaces (2)
Total Available Acreage (1)
Memorial Estates, Inc. Lakeview Cemetery
1640 East Lakeview Drive Bountiful, Utah
1973
9
39
7
32
Memorial Estates, Inc. Mountain View Cemetery
3115 East 7800 South
Salt Lake City, Utah
1973
26
54
20
34
Memorial Estates, Inc. Redwood Cemetery (3)
6500 South Redwood Road
West Jordan, Utah
1973
28
71
35
36
Deseret Memorial Inc. Lake Hills Cemetery
10055 South State Street Sandy, Utah
1991
9
28
6
22
Holladay Memorial Park, Inc.
Holladay Memorial Park (3)
4900 South Memory Lane Holladay, Utah
1991
12
14
7
7
California Memorial Estates, Inc. Singing Hills Memorial Park (4)
2800 Dehesa Road
El Cajon, California
1995
8
97
6
91
SNR-SF Cemetery LLC Santa Fe Memorial Gardens (5)
417 Rodeo Rd
Santa Fe, New Mexico
2021
5
5
4
1
(1)
The acreage represents estimates of acres that are based upon survey reports, title reports, appraisal reports, or the Company’s inspection of the cemeteries. The Company estimates that there are approximately 1,200 spaces per developed acre.
(2)
Includes both reserved and occupied spaces.
(3)
Includes two granite mausoleums.
(4)
Includes an open easement.
(5)
Includes five main columbariums that can hold approximately 6,000 inurnments.
13
Item 2. Properties
(Continued)
The following
table summarizes the location, square footage and the number of viewing rooms and chapels of the twelve Company owned mortuaries:
Date
Viewing
Square
Name of Mortuary
Location
Acquired
Room(s)
Chapel(s)
Footage
Memorial Mortuary, Inc.
Memorial Mortuary
5850 South 900 East, Murray, Utah
1973
3
1
20,000
Affordable Funerals and
Cremations, St. George
157 East Riverside Dr., No. 3A, St. George, Utah
2016
1
1
2,360
Memorial Estates, Inc.
Redwood Mortuary (1)
6500 South Redwood Rd., West Jordan, Utah
1973
2
1
10,000
Memorial Estates, Inc.
Mountain View Mortuary (1)
3115 East 7800 South, Salt Lake City, Utah
1973
2
1
16,000
Memorial Estates, Inc.
Lakeview Mortuary (1)
1640 East Lakeview Dr., Bountiful, Utah
1973
0
1
5,500
Deseret Memorial Inc.
Lakehills Mortuary (1)
10055 South State St., Sandy, Utah
1991
2
1
18,000
Cottonwood Mortuary, Inc.
Cottonwood Mortuary
4670 South Highland Dr., Holladay, Utah
1991
2
1
14,500
SN Probst LLC
Heber Valley Funeral Home
288 North Main St., Heber City, Utah
2019
1
1
5,900
SN Holbrook LLC
Milcreek Funeral Home
3251 S 2300 E, Millcreek, Utah
2021
2
1
6,300
SNR-SF Mortuary LLC
Rivera Family Funeral Home Santa Fe (1)
417 Rodeo RD, Santa Fe, New Mexico
2021
2
1
7,700
SNR-Espanola LLC
Rivera Family Funeral Home Española
305 Calle Salazar, Española, New Mexico
2021
1
2
10,400
SNR-Taos LLC
Rivera Family Funeral Home Taos
818 Paseo Del Pueblo Sur, Taos, New Mexico
2021
0
1
9,600
(1)
These funeral homes also provide burial niches at their respective locations.
14
Item 3. Legal Proceedings
Settlement Agreement and Mutual Release with Lehman
Brothers Holdings Inc.
From 2004 to early 2008, SecurityNational Mortgage
Company (“SecurityNational 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 SecurityNational 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,
SecurityNational 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 SecurityNational Mortgage, both the complaint filed in May 2011 and that
filed in June 2011 were later resolved. In 2016, certain other pending loan disputes between SecurityNational 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 SecurityNational 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 SecurityNational 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 SecurityNational 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”).
In 2018, Lehman Holdings filed a separate adversary
proceeding complaint against SecurityNational 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.
SecurityNational 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, SecurityNational 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 SecurityNational
Mortgage and Lehman Holdings. The full amount of SecurityNational 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.
Item
4. Mine Safety Disclosures
Not applicable.
15
PART II
Item 5. Market
for the Registrant’s Common Stock, Related Stockholder Matters, and Issuer Purchases of Equity Securities
The Company’s
Class A common stock trades on The Nasdaq Global Select Market under the symbol “SNFCA.”
As of March 22, 2022, the closing stock price of the Class A common stock was $10.08 per share. As of March 22, 2022, there were 1,881
registered stockholders of record of the Company’s Class A common stock and 49 registered stockholders of record of the Company’s
Class C common stock. Because many of the Company’s shares of Class A common stock are held by brokers and other institutions on
behalf of the stockholders, the Company is unable to estimate the total number of stockholders represented by these record holders.
The following
were the high and low market closing stock prices for the Class A common stock by quarter as reported by NASDAQ since January 1, 2020:
Price Range (1)
High
Low
Period (Calendar Year)
2020
First Quarter
$ 5.81
$ 3.49
Second Quarter
$ 6.97
$ 3.82
Third Quarter
$ 6.65
$ 5.29
Fourth Quarter
$ 8.49
$ 6.11
2021
First Quarter
$ 10.04
$ 8.08
Second Quarter
$ 9.12
$ 7.41
Third Quarter
$ 9.30
$ 8.06
Fourth Quarter
$ 9.63
$ 8.20
2022
First Quarter (through March 22, 2022)
$ 10.25
$ 8.96
(1)
Stock prices have been adjusted retroactively for the effect of annual stock dividends.
The Class C common
stock is not registered or traded on a national exchange. See Note 12 of the Notes to Consolidated Financial Statements.
The Company has
never paid a cash dividend on its Class A or Class C common stock. The Company currently anticipates that all of its earnings will be
retained for use in the operation and expansion of its business and does not intend to pay any cash dividends on its Class A or Class
C common stock in the foreseeable future. Any future determination as to cash dividends will depend upon the earnings and financial position
of the Company and such other factors as the Board of Directors may deem appropriate. The Company has paid a 5% stock dividend on Class
A and Class C common stock each year from 1990 through 2019, a 7.5% stock dividend for year 2020, and a 5.0% stock dividend for year 2021.
In September
2018, the Board of Directors of the Company approved a Stock Repurchase Plan that authorized the repurchase of 300,000 shares of the Company’s
Class A Common Stock in the open market. The Company amended the Stock Repurchase Plan on December 4, 2020. The amendment authorized the
repurchase of a total of 1,000,000 shares of the Company’s Class A Common Stock in the open market. Any repurchased shares of Class
A common stock are to be held as treasury shares to be used as the Company’s employer matching contribution to the Employee 401(k)
Retirement Savings Plan and for shares held in the Deferred Compensation Plan. The following table shows the Company’s repurchase
activity of its common stock during the three months ended December 31, 2021 under its Stock Repurchase Plan.
Period
(a) Total Number of Class A Shares Purchased
(b) Average Price Paid per Class A Share
(c) Total Number of Class A Shares Purchased as Part of Publicly Announced Plan or Program
(d) Maximum Number of Class A Shares that May Yet Be Purchased Under the Plan or Program
10/1/2021-10/31/2021
20,829
$ 8.36
-
669,923
11/1/2021-11/30/2021
65,109
$ 9.20
-
604,814
12/1/2021-12/31/2021
48,429
$ 8.81
-
556,385
Total
134,367
$ 8.80
-
556,385
16
The graph below compares the cumulative total stockholder
return of the Company’s Class A common stock with the cumulative total return on the Standard & Poor’s 500 Stock Index
and the Standard & Poor’s Insurance Index for the period from December 31, 2017 through December 31, 2021. The graph assumes
that the value of the investment in the Company’s Class A common stock and in each of the indexes was $100 at December 31, 2017
and that all dividends were reinvested.
The comparisons in the graph below are based on historical
data and are not intended to forecast the possible future performance of the Company’s Class A common stock.
12/31/17
12/31/18
12/31/19
12/31/20
12/31/21
SNFC
100
103
123
189
219
S & P 500
100
94
121
140
178
S & P Insurance
100
114
99
125
156
The stock performance graph
set forth above is required by the Securities and Exchange Commission and shall not be deemed to be incorporated by reference by any general
statement incorporating by reference this Form 10-K into any filing under the Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall
not otherwise be deemed soliciting material or filed under such acts.
17
Item 6. [Reserved]
As a smaller
reporting company, the Company is not required to provide information typically disclosed under this item.
Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Overview
The Company’s
operations over the last several years generally reflect three strategies which the Company expects to continue: (i) increased attention
to “niche” insurance products, such as the Company’s funeral plan policies and traditional whole life products; (ii)
increased emphasis on cemetery and mortuary business; and (iii) capitalizing on an improving housing market by originating mortgage loans.
The Company has adjusted its strategies to respond to the changing economic circumstances resulting from the COVID-19 pandemic.
Insurance
Operations
The following table shows the condensed financial
results for the Company’s insurance operations for the years ended December 31, 2021 and 2020. See Note 15 of the Notes to Consolidated
Financial Statements.
Years ended December 31
(in thousands of dollars)
2021
2020
2021 vs 2020 % Increase (Decrease)
Revenues from external customers:
Insurance premiums
$ 100,255
$ 93,021
8 %
Net investment income
56,092
54,811
2 %
Gains (losses) on investments and other assets
4,555
2,089
118 %
Other than temporary impairments
(40 )
(371 )
(89 )%
Other
2,152
1,492
44 %
Total
$ 163,014
$ 151,042
8 %
Intersegment revenue
$ 7,570
$ 8,023
(6 )%
Earnings before income taxes
$ 14,973
$ 11,923
26 %
Intersegment revenues for the Company’s insurance
operations were comprised primarily of interest income from the warehouse lines provided to the Company’s mortgage lending affiliates
to fund loans held for sale. Profitability in 2021 increased due to a $7,234,000 increase in insurance premiums, a $2,466,000 increase
in gains on investments and other assets, a $1,280,000 increase in net investment income, a $661,000 increase in other revenues, a $550,000
decrease in selling, general and administrative expenses, a $331,000 decrease in other than temporary impairments, and a $44,000 decrease
in interest expense. This increase was partially offset by a $4,377,000 increase in death, surrenders and other policy benefits ($2,305,000
of which was related to COVID-19 related deaths), a $2,695,000 increase in future policy benefits, a $1,993,000 increase in amortization
of deferred policy acquisition costs, and a $453,000 decrease in intersegment revenue.
In response to
the COVID-19 pandemic, the Company’s life insurance sales force began using virtual and tele sales processes to market products.
During the third quarter 2021, the life insurance sales force returned to in person sales, however, it continues to use virtual and tele
sales where needed. As of December 31, 2021, approximately 75% of insurance operations office staff were working in the office with the
flexibility for hybrid-remote or completely remote working arrangements as needed.
18
Cemetery and Mortuary Operations
The following table shows the condensed financial
results for the Company’s cemetery and mortuary operations for the years ended December 31, 2021 and 2020. See Note 15 of the Notes
to Consolidated Financial Statements.
Years ended December 31
(in thousands of dollars)
2021
2020
2021 vs 2020 % Increase (Decrease)
Revenues from external customers:
Cemetery revenues
$ 15,626
$ 12,454
25 %
Mortuary revenues
8,371
7,854
7 %
Net investment income
1,654
808
105 %
Gains on investments and other assets
1,512
(163 )
1028 %
Other
100
94
6 %
Total
$ 27,263
$ 21,047
30 %
Earnings before income taxes
$ 7,925
$ 4,399
80 %
Profitability in 2021 increased due to a $2,682,000
increase in cemetery pre-need sales, a $1,675,000 increase in gains on investments and other assets (which, in turn, was primarily attributable
to a $1,092,000 increase in gains on real estate sales) and a $582,000 increase in the fair value of equity securities classified as restricted
assets and cemetery perpetual care trust investments, an $846,000 increase in net investment income, a $518,000 increase in mortuary at-need
sales, and a $490,000 increase in cemetery at-need sales. This increase was partially offset by a $2,559,000 increase in selling, general
and administrative expenses, and a $451,000 increase in costs of goods sold.
In response to the COVID-19 pandemic, the cemetery
and mortuary’s pre-need sales force began using virtual selling processes to market its products and services including some in
home sales as local regulations permitted. During the third quarter 2021, the sales force returned mostly to in home sales, however, it
continues to use virtual selling where needed. Currently, the cemetery and mortuary operations office staff works in the office with the
flexibility for hybrid-remote or completely remote working arrangements as needed.
Mortgage Operations
The Company’s
wholly owned subsidiaries, SecurityNational Mortgage and EverLEND Mortgage Company, are mortgage lenders incorporated under the laws of
the State of Utah and approved and regulated by the Federal Housing Administration (FHA), a department of the U.S. Department of Housing
and Urban Development (HUD), which originate mortgage loans that qualify for government insurance in the event of default by the borrower,
in addition to various conventional mortgage loan products. SecurityNational Mortgage and EverLEND Mortgage originate and refinance mortgage
loans on a retail basis. Mortgage loans originated or refinanced by the Company’s mortgage subsidiaries are funded through loan
purchase agreements with Security National Life, Kilpatrick Life and unaffiliated financial institutions.
The Company’s
mortgage subsidiaries receive fees from borrowers that are involved in mortgage loan originations and refinancings, and secondary fees
earned from third party investors that purchase the mortgage loans originated by the mortgage subsidiaries. Mortgage loans originated
by the mortgage subsidiaries are generally sold with mortgage servicing rights released to third-party investors or retained by SecurityNational
Mortgage. SecurityNational Mortgage currently retains the mortgage servicing rights on approximately 54% of its loan origination volume.
These mortgage loans are serviced by either SecurityNational Mortgage or an approved third-party sub-servicer. In December 2021,
the Company ceased operations in EverLEND Mortgage and merged its operations into SecurityNational Mortgage.
For the twelve
months ended December 31, 2021 and 2020, SecurityNational Mortgage originated 19,342 loans ($5,502,894,000 total volume) and 21,206 loans
($5,472,503,000 total volume), respectively. For the twelve months ended December 31, 2021 and 2020, EverLEND Mortgage originated 323
loans ($108,295,000 total volume) and 511 loans ($154,511,000 total volume), respectively.
Record low mortgage
interest rates that prevailed during the third quarter of 2020 and into the first quarter of 2021 trended higher through the second, third
and fourth quarters of 2021. Production volumes remained strong in the second, third and fourth quarters of 2021, particularly for purchase
mortgage transactions but were below those experienced during the earlier low interest rate period.
19
The following table shows the condensed financial
results for the Company’s mortgage operations for the years ended December 31, 2021 and 2020. See Note 15 of the Notes to Consolidated
Financial Statements.
Years ended December 31
(in thousands of dollars)
2021
2020
2021 vs 2020 % Increase (Decrease)
Revenues from external customers:
Secondary gains from investors
$ 230,417
$ 231,759
(1 )%
Income from loan originations
44,897
49,124
(9 )%
Change in fair value of loans held for sale
(8,783 )
10,413
(184 )%
Change in fair value of loan commitments
(3,113 )
7,637
(141 )%
Net investment income
519
711
(27 )%
Gains on investments and other assets
199
0
100 %
Other
16,282
9,732
67 %
Total
$ 280,418
$ 309,376
(9 )%
Earnings before income taxes
$ 28,903
$ 55,128
(48 )%
Included in other revenues is service fee income.
Profitability in 2021 has decreased due to a $19,197,000 decrease in the fair value of loans held
for sale, a $15,009,000 increase in personnel expenses, a $10,750,000 decrease in the fair value of loan commitments, a $4,662,000 increase
in other expenses, a $4,225,000 decrease in income from loan originations, a $1,342,000 decrease in secondary gains from investors, a
$664,000 increase in costs related to funding mortgage loans, a $520,000 increase in advertising expenses, a $477,000 increase in rent
and rent related expenses, a $192,000 decrease in net investment income, a $117,000 decrease in intersegment revenues, and a $90,000 increase
in other intersegment expenses. These decreases were partially offset by a $16,506,000 decrease in the provision for loan loss reserve,
a $6,551,000 increase in other revenues, a $5,917,000 decrease in commissions, a $1,281,000 decrease in interest expense, a $470,000 decrease
in intersegment interest expense, a $199,000 increase in gains on investments and other assets, and a $97,000 decrease in depreciation
on property and equipment.
In response to
the COVID-19 pandemic, the mortgage operations has integrated employee work from home accommodations into its standard operating procedures.
A large percentage of fulfillment employees are in office in 2021 compared to 2020, however the flexibility remains to accommodate in
office or work from home functionality.
Mortgage Loan Loss Settlements
Future loan losses can be extremely difficult to estimate.
However, management believes that the Company’s reserve methodology and its current practice of property preservation allow it to
make reasonable estimates of potential losses on mortgage loans sold. The estimated liability for indemnification losses is included in
other liabilities and accrued expenses and, as of December 31, 2021 and 2020, the balances were $2,447,000 and $20,584,000, respectively.
Mortgage Loan Loss Litigation
For a description of the litigation involving SecurityNational
Mortgage and Lehman Brothers Holdings, see Part I, Item 3. Legal Proceedings.
Critical
Accounting Policies and Estimates
The following
is a brief summary of the Company’s significant accounting policies and a review of the Company’s most critical accounting
estimates. See Note 1 of the Notes to Consolidated Financial Statements.
20
Insurance
Operations
In accordance
with generally accepted accounting principles in the United States of America (“GAAP”), premiums and other considerations
received for interest sensitive products are reflected as increases in liabilities for policyholder account balances and not as revenues.
Revenues reported for these products consist of policy charges for the cost of insurance, administration charges, amortization of policy
initiation fees and surrender charges assessed against policyholder account balances. Surrender benefits paid relating to these products
are reflected as decreases in liabilities for policyholder account balances and not as expenses.
The Company receives
investment income earned from the funds deposited into account balances, a portion of which is passed through to the policyholders in
the form of interest credited. Interest credited to policyholder account balances and benefit claims in excess of policyholder account
balances are reported as expenses in the consolidated financial statements.
Premiums and
other considerations received for traditional life insurance products are recognized as revenues when due. Future policy benefits are
recognized as expenses over the life of the policy by means of the provision for future policy benefits.
The costs related
to acquiring new business, including certain costs of issuing policies and other variable selling expenses (principally commissions),
defined as deferred policy acquisition costs, are capitalized and amortized into expense. For nonparticipating traditional life products,
these costs are amortized over the premium paying period of the related policies, in proportion to the ratio of annual premium revenues
to total anticipated premium revenues. Such anticipated premium revenues are estimated using the same assumptions used for computing liabilities
for future policy benefits and are generally “locked in” at the date the policies are issued. For interest sensitive products,
these costs are amortized generally in proportion to expected gross profits from surrender charges and investment, mortality and expense
margins. This amortization is adjusted when the Company revises the estimate of current or future gross profits or margins. For example,
deferred policy acquisition costs are amortized earlier than originally estimated when policy terminations are higher than originally
estimated or when investments backing the related policyholder liabilities are sold at a gain prior to their anticipated maturity.
Death and other
policyholder benefits reflect exposure to mortality risk and fluctuate from year to year on the level of claims incurred under insurance
retention limits. The profitability of the Company is primarily affected by fluctuations in mortality, other policyholder benefits, expense
levels, interest spreads (i.e., the difference between interest earned on investments and interest credited to policyholders) and persistency.
The Company has the ability to mitigate adverse experience through sound underwriting, asset and liability duration matching, sound actuarial
practices, adjustments to credited interest rates, policyholder dividends and cost of insurance charges.
Cemetery
and Mortuary Operations
Pre-need sales
of funeral services and caskets, including revenue and costs associated with the sales of pre-need funeral services and caskets, are deferred
until the services are performed or the caskets are delivered.
Pre-need sales
of cemetery interment rights (cemetery burial property), including revenue and costs associated with the sales of pre-need cemetery interment
rights, are recognized in accordance with the retail land sales provisions of GAAP. Under GAAP, recognition of revenue and associated
costs from constructed cemetery property must be deferred until a minimum percentage of the sales price has been collected. Revenues related
to the pre-need sale of unconstructed cemetery property will be deferred until such property is constructed and meets the criteria of
GAAP, described above.
Pre-need sales
of cemetery merchandise (primarily markers and vaults), including revenue and costs associated with the sales of pre-need cemetery merchandise,
are deferred until the merchandise is delivered, fulfilling the performance obligation.
Pre-need sales
of cemetery services (primarily merchandise delivery and installation fees and burial opening and closing fees), including revenue and
costs associated with the sales of pre-need cemetery services, are deferred until the services are performed.
Prearranged funeral
and pre-need cemetery customer obtaining costs, including costs incurred related to obtaining new pre-need cemetery and prearranged funeral
business are accounted for under the guidance of the provisions of GAAP. Obtaining costs, which include only costs that vary with and
are primarily related to the acquisition of new pre-need cemetery and prearranged funeral business, are deferred until the merchandise
is delivered or services are performed.
21
Revenues and
costs for at-need sales are recorded when a valid contract exists, the services are performed, collection is reasonably assured, and there
are no significant company obligations remaining.
Mortgage Operations
Mort g a g e
f e e income c onsists of origin a tion
f ees, proc e ssing fe e s,
interest income and ce r tain other income rel a ted
to the o r i g in a t ion
a n d s a l e
o f mo r t gag e
lo a n s. The Company has elected to use fair value
accounting for all mortgage loans that are held for sale. Accordingly, all revenues and costs are now recognized when the mortgage loan
is funded and any changes in fair value are shown as a component of mortgage fee income.
The Company, through its mortgage subsidiaries, sells
mortgage loans to third-party investors without recourse, unless defects are identified in the representations and warranties made at
loan sale. It may be required, however, to repurchase a loan or pay a fee instead of repurchase under certain events, which include the
following:
●
Failure to deliver original documents specified by the investor,
●
The existence of misrepresentation or fraud in the origination of the loan,
●
The loan becomes delinquent due to nonpayment during the first several months after it is sold,
●
Early pay-off of a loan, as defined by the agreements,
●
Excessive time to settle a loan,
●
Investor declines purchase, and
●
Discontinued product and expired commitment.
Loan purchase commitments generally specify a date
30 to 45 days after delivery upon which the underlying loans should be settled. Depending on market conditions, these commitment settlement
dates can be extended at a cost to the Company.
It is the Company’s policy to cure any documentation
problems regarding such loans at a minimal cost for up to a six-month time period and to pursue efforts to enforce loan purchase commitments
from third-party investors concerning the loans. The Company believes that six months allows adequate time to remedy any documentation
issues, to enforce purchase commitments, and to exhaust other alternatives. Remedial methods include the following:
●
Research reasons for rejection,
●
Provide additional documents,
●
Request investor exceptions,
●
Appeal rejection decision to purchase committee, and
●
Commit to secondary investors.
Once purchase commitments have expired and other alternatives
to remedy are exhausted, which could be earlier than the six-month time period, the loans are repurchased and transferred to mortgage
loans held for investment at the lower of cost or fair value and the previously recorded sales revenue that was to be received from a
third-party investor is written off against the loan loss reserve. Any loan that later becomes delinquent is evaluated by the Company
at that time and any impairment is adjusted accordingly.
Determining fair value . Cost for loans held
for sale is equal to the amount paid to the warehouse bank and the amount originally funded by the Company. Market value, while often
difficult to determine and may contain significant unobservable inputs, is based on the following guidelines:
●
For loans that are committed, the Company uses the commitment price.
●
For loans that are non-committed that have an active market, the Company uses the market price.
●
For loans that are non-committed where there is no market but there is a similar product, the Company uses the market value for the similar product.
●
For loans that are non-committed where no active market exists, the Company determines that the unpaid principal balance best approximates the market value, after considering the fair value of the underlying real estate collateral, estimated future cash flows, and loan interest rate.
22
The appraised value of the real estate underlying
the original mortgage loan adds significance to the Company’s determination of fair value because, if the loan becomes delinquent,
the Company has sufficient value to collect the unpaid principal balance or the carrying value of the loan, thus minimizing credit risk.
The majority
of loans originated are sold to third-party investors. The amounts expected to be sold to investors are shown on the consolidated balance
sheets as loans held for sale.
Use of Significant Accounting
Estimates
The preparation
of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and
disclosures. It is reasonably possible that actual experience could differ from the estimates and assumptions utilized which could have
a material impact on the financial statements. The following is a summary of our significant accounting estimates, and critical issues
that impact them:
Loan Commitments
The
Company estimates the fair value of a mortgage loan commitment based on the change in estimated fair value of the underlying mortgage
loan , quoted mortgage-backed security (“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 net of estimated commission expense.
The change in fair value of the underlying mortgage loan is measured from the date the mortgage loan
commitment is issued and is shown net of related 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. 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.
Deferred Acquisition Costs
Amortization
of deferred policy acquisition costs (“DAC”) for interest sensitive products is dependent upon estimates of current
and future gross profits or margins on this business. Key assumptions used include the following: yield on investments supporting the
liabilities, amount of interest or dividends credited to the policies, amount of policy fees and charges, amount of expenses necessary
to maintain the policies, amount of death and surrender benefits, and the length of time the policies will stay in force.
For nonparticipating
traditional life products, these costs are amortized over the premium paying period of the related policies in proportion to the ratio
of annual premium revenues to total anticipated premium revenues. Such anticipated premium revenues are estimated using the same assumption
used for computing liabilities for future policy benefits and are generally “locked in” at the date the policies are issued.
Value of Business Acquired
Value
of business acquired (“VOBA”) is the present value of estimated future profits of the acquired business and is amortized
similar to deferred acquisition costs. The critical issues explained for deferred acquisition costs would also apply for value of business
acquired.
Mortgage Loans Foreclosed to Real
Estate Held for Investment or Sale
These properties
are recorded at the lower of cost or fair value upon foreclosure. The Company believes that in an orderly market, fair value approximates
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 estimated future policy benefits.
Accordingly, the fair value determination is generally weighted more heavily toward the rental analysis. The fair value is also estimated
by obtaining an independent appraisal, which typically considers area comparable properties and property condition.
23
Future
Policy Benefits
Reserves for
future policy benefits for traditional life insurance products requires the use of many assumptions, including the duration of the policies,
mortality experience, expenses, investment yield, lapse rates, surrender rates, and dividend crediting rates.
These assumptions
are made based upon historical experience, industry standards and a best estimate of future results and, for traditional life products,
include a provision for adverse deviation. For traditional life insurance, once established for a particular series of products, these
assumptions are generally held constant.
Unearned Premium Reserve
The universal
life products the Company sells have significant policy initiation fees (front-end load) that are deferred and amortized into revenues
over the estimated expected gross profits from surrender charges and investment, mortality and expense margins. The same issues that impact
deferred acquisition costs would apply to unearned revenue.
Premium
Deficiency and Loss Recognition Testing
At
least annually, the Company tests the adequacy of the net benefit reserves (liability for future policy benefits, net of DAC and VOBA)
recorded for life insurance and annuity products. The Company tests for recoverability by using the Company’s current best-estimate
assumptions as to policyholder mortality, persistency, maintenance expenses and invested asset returns. These tests evaluate whether
the present value of future contract-related cash flows will support the capitalized DAC and VOBA assets. These cash flows consist primarily
of premium income, less benefits and expenses. If the current contract liabilities plus the present value of future premiums is greater
than the sum of the present values of future policy benefits, commissions, and expenses plus the current DAC and VOBA less unearned premium
reserve balances, then the capitalized assets are deemed recoverable. The present values are calculated using the best estimate of the
after tax net investment earned rate.
Deferred Pre-need Cemetery and Funeral
Contracts Revenues and Estimated Future Cost of Pre-need Sales
The revenue and cost associated
with the sales of pre-need cemetery merchandise and funeral services are deferred until the merchandise is delivered or the service is
performed.
The Company, through its cemetery
and mortuary operations, provides a guaranteed funeral arrangement wherein a prospective customer can receive future goods and services
at guaranteed prices. To accomplish this, the Company, through its life insurance operations, sells to the customer an increasing benefit
life insurance policy that is assigned to the mortuaries. If, at the time of need, the policyholder or potential mortuary customer utilizes
one of the Company’s facilities, the guaranteed funeral arrangement contract that has been assigned will provide the funeral goods
and services at the contracted price. The increasing life insurance policy will cover the difference between the original contract prices
and current prices. Risks may arise if the difference cannot be fully met by the life insurance policy.
Mortgage Servicing Rights
Mortgage Service
Rights (“MSR”) arise from contractual agreements between the Company and third-party investors (or their agents) when mortgage
loans are sold. Under these contracts, the Company is obligated to retain and provide loan servicing functions on the loans sold, in exchange
for fees and other remuneration. The servicing functions typically performed include, among other responsibilities, collecting and remitting
loan payments; responding to borrower inquiries; accounting for principal and interest; holding custodial (impound) funds for payment
of property taxes and insurance premiums; counseling delinquent mortgagors; and supervising the acquisition of real estate owned and property
dispositions. The Company initially accounts for MSRs at fair value and subsequently accounts for them using the amortization method.
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 accounted for using the amortization method for impairment.
Mortgage Allowance for
Loan Losses and Loan Loss Reserve
The Company provides for losses
on its mortgage loans held for investment through an allowance for loan losses (a contra-asset account) and through the mortgage loan
loss reserve (a liability account). The allowance for loan losses is an allowance for losses on the Company’s mortgage loans held
for investment. 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. The Company
will rent the properties until it is deemed desirable to sell them.
24
The mortgage loan loss reserve is an estimate of probable
losses at the balance sheet date that the Company will realize in the future on mortgage loans sold to third-party investors. The Company
may be required to reimburse third-party investors for costs associated with early payoff of loans within six months of origination of
such loans and to repurchase loans where there is a default in any of the first four monthly payments to the investors or, in lieu of
repurchase, to pay a negotiated fee to the investors. The Company’s estimates are based upon historical loss experience and the
best estimate of the probable loan loss liabilities.
Upon completion of a transfer that satisfies the conditions
to be accounted for as a sale, the Company initially measures at fair value liabilities incurred in a sale relating to any guarantee or
recourse provisions in the event of defects in the representations and warranties made at loan sale. The Company accrues a monthly allowance
for indemnification losses to investors based on total production. This estimate is based on the Company’s historical experience
and is included as a component of mortgage fee income. Subsequent updates to the recorded liability from changes in assumptions are recorded
in selling, general and administrative expenses. The estimated liability for indemnification losses is included in other liabilities and
accrued expenses.
The Company believes the allowance for loan losses
and the loan loss reserve represent probable loan losses incurred as of the balance sheet date.
Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities require various
estimates and judgments and may be affected favorably or unfavorably by various internal and external factors. These estimates and judgments
occur in the calculation of certain deferred tax assets and liabilities that arise from temporary differences in the recognition of revenues
and expenses for tax and financial reporting purposes and in estimating the ultimate amount of deferred tax assets recoverable in future
periods. Factors affecting the deferred tax assets and liabilities include, but are not limited to, changes in tax laws, regulations and/or
rates, changing interpretations of existing tax laws or regulations, and changes to overall levels of pre-tax earnings. Changes in these
estimates, judgments or factors may result in an increase or decrease to the Company’s deferred tax assets and liabilities with
a related increase or decrease in the Company’s provision for income taxes.
Results of Consolidated
Operations
2021 Compared to 2020
Total revenues
decreased by $10,768,000, or 2.2%, to $470,695,000 for
2021 from $481,463,000 for the fiscal year 2020. Contributing to this decrease in total revenues was a $35,515,000
decrease in mortgage fee income. This decrease in total revenues was offset by a $7,234,000
in crease in insurance premiums and other considerations, a
$7,218,000 increase in other revenues , a $4,339,000 increase in gains on investments and other
assets, a $3,690,000 increase in net cemetery and mortuary sales, a $1,935,000
increase in net investment income, and a $331,000
decrease in other than temporary impairments .
Mortgage fee
income decreased by $35,515,000 , or 11.9%, to $263,418,000 for
2021, from $298,933,000 for 2020. This decrease was primarily due to a $29,947,000 decrease in the fair value of loans held for
sale and loan commitments, a $6,951,000 decrease in loan fees and interest income, and a $1,342,000 decrease in secondary gains from mortgage
loans sold to third-party investors into the secondary market. This decrease in mortgage fee income was partially offset by a $2,727,000
decrease in the provision for loan loss reserve.
Insurance premiums
and other considerations increased by $7,234,000 , or 7.8%, to $100,255,000 for
2021, from $93,021,000 for 2020. This increase was due to an increase of $1,859,000 in renewal premiums due to the growth of the
Company in recent years, particularly in whole life products, which resulted in more premium paying policies in force and an increase
of $5,375,000 in first year premiums as a result of increased preneed insurance sales.
Net investment
income increased by $1,935,000 , or 3.4%, to $58,265,000 for 2021, from $56,330,000 for 2020.
This increase was primarily attributable to a $3,086,000 increase in mortgage loan interest, a $1,224,000 increase in insurance
assignment income, and a $389,000 increase in rental income from real estate held for investment. This increase was partially offset by
a $1,463,000 decrease in fixed maturity securities income, a $835,000 increase in investment expenses, a $196,000 decrease in equity securities
income, a $191,000 decrease in interest on cash and cash equivalents, and an $84,000 decrease in policy loan income.
25
Net mortuary
and cemetery sales increased by $3,690,000 , or 18.2%, to $23,997,000 for
2021, from $20,307,000 for 2020. This increase was primarily due to a $2,682,000 increase in cemetery pre-need sales, a $518,000
increase in mortuary at-need sales, and a $490,000 increase in cemetery at-need sales.
Gains on investments
and other assets increased by $4,339,000, or 225.3%, to $6,265,000 for
2021, from $1,926,000 for 2020. This increase in gains on investments and other assets was primarily due to a $1,940,000 increase
in gains on other assets mostly attributable to gains recognized on the sale of mortgage loans held for investment, a $1,922,000 increase
in gains on equity securities mostly attributable to increases in the fair value of these equity
securities, and a $477,000 increase in gains on fixed maturity securities.
Other revenues
increased by $7,218,000 , or 63.8%, to $18,535,000 f or
2021 from $11,317,000 for 2020. This increase was primarily attributable to an increase
in servicing fee revenue.
Total benefits
and expenses were $418,895,000 , or 89.0% of total revenues for 2021, as compared to $410,013,000,
or 85.2% of total revenues for 2020.
Death benefits,
surrenders and other policy benefits, and future policy benefits increased by an aggregate of $7,072 ,000,
or 8.2%, to $93,482,000 for 2021, from $86,410,000 for
2020. This increase was primarily the result of a $4,207,000 increase in death benefits ($2,305,000 for COVID-19 related deaths),
a $2,695,000 increase in future policy benefits, and a $170,000 increase in surrender and other policy benefits.
Amortization
of deferred policy and pre-need acquisition costs and value of business acquired increased by $1,836,000, or 12.8%, to $16,143,000
for 2021, from $14,307,000 for 2020. This increase was
primarily due to an increase in the average outstanding balance of deferred policy and pre-need acquisition costs.
Selling, general
and administrative expenses increased by $974,000 , or 0.3%, to $298,438,000 for
2021, from $297,464,000 for 2020. This increase was primarily the result of a $15,750,000 increase in personnel expenses, a $5,735,000
increase in other expenses, a $1,245,000 increase in advertising expenses, a $664,000 increase in costs related to funding mortgage loans,
and a $369,000 increase in rent and rent related expenses. This increase was partially offset by a $16,506,000 decrease in the provision
for loan loss reserve, a $6,140,000 decrease in commissions, and a $143,000 decrease in depreciation on property and equipment.
Interest expense
decreased by $1,451,000, or 16.9%, to $7,128,000 for 2021, from $8,579,000 for 2020. This decrease was primarily due to a decrease
of $1,281,000 in interest expense on mortgage warehouse lines for loans held for sale.
Cost of goods
and services sold of the cemeteries and mortuaries increased by $451,000 , or 13.9%, to $3,704,000
for 2021, from $3,253,000 for 2020. This increase was primarily due to a $232,000 increase
in cemetery at-need sales, a $151,000 increase in cemetery pre-need sales, and a $68,000 increase in mortuary at-need sales.
Income tax expense
decreased by $3,572,000, or 22.5%, to $12,282,000 for 2021, from $15,854,000 for 2020. This decrease was primarily due to a decrease in
earnings before income taxes for 2021 compared to 2020.
Risks
The following
is a description of the material risks facing the Company and how it mitigates those risks:
Legal and
Regulatory Risks . Changes in the legal or regulatory environment in which the Company operates may create additional expenses and
risks not anticipated by the Company in developing and pricing its products. Regulatory initiatives designed to reduce insurer profits,
new legal theories or insurance company insolvencies through guaranty fund assessments may create costs for the insurer beyond those recorded
in the consolidated financial statements. In addition, changes in tax law with respect to mortgage interest deductions or other public
policy or legislative changes may affect the Company’s mortgage sales. Also, the Company may be subject to further regulations in
the cemetery and mortuary business. The Company aims to mitigate these risks by offering a wide range of products and by diversifying
its operations, thus reducing its exposure to any single product or jurisdiction, and also by employing underwriting practices that identify
and minimize the adverse impact of such risks.
26
Mortgage Industry Risks . Developments in the
mortgage industry and credit markets can adversely affect the Company’s ability to sell its mortgage loans to investors, which can
impact the Company’s financial results by requiring it to assume the risk of holding and servicing any unsold loans.
The mortgage loan loss reserve is an estimate of probable
losses at the balance sheet date that the Company could realize in the future on mortgage loans sold to third-party investors. The Company’s
mortgage subsidiaries may be required to reimburse third-party investors for costs associated with early payoff of loans within the first
six months of such loans and to repurchase loans where there is a default in any of the first four monthly payments to the investors or,
in lieu of repurchase, to pay a negotiated fee to the investors. The Company’s estimates are based upon historical loss experience
and the best estimate of the probable loan loss liabilities.
During the twelve months ended December 31, 2021 and
2020 the Company increased its loan loss reserve by $2,211,000 and $4,938,000, respectively, for loan originations, and the charges have
been included in mortgage fee income. During the twelve months ended December 31, 2021 and 2020 the Company increased its loan loss reserve
by an additional $-0- and $16,506,000, respectively, to account for changes in estimates specific to settlements of loan losses. The estimated
liability for indemnification losses is included in other liabilities and accrued expenses and, as of December 31, 2021 and 2020, the
balances were $2,447,000 and $20,584,000, respectively. The Company believes the loan loss reserve represent probable loan losses incurred
as of December 31, 2021. There is a risk, however, that future loan losses may exceed the loan loss reserve.
As of December
31, 2021, the Company’s mortgage loans held for investment portfolio consisted of mortgage loans in an aggregate principal amount
of $4,272,000 with delinquencies exceeding 90 days. Of this amount, loans with an aggregate principal amount of $497,000 were in foreclosure
proceedings. The Company has not received or recognized any interest income on the $4,272,000 in mortgage loans with delinquencies exceeding
90 days. During the twelve months ended December 31, 2021 and 2020, the Company decreased and increased its allowance for loan losses
by $305,000 and by $552,000, respectively, which was charged to bad debt expense and included in selling, general and administrative expenses
for the period. The allowances for loan losses on the Company’s held for investment portfolio as of December 31, 2021 and 2020 were
$1,700,000 and $2,005,000, respectively.
Interest Rate
Risk . Fluctuations in interest rates may cause a decrease in the value of the Company’s investments or impair the ability of
the Company to market its mortgage and cemetery and mortuary products. This change in rates may cause certain interest-sensitive products
to become uncompetitive or may cause disintermediation. The Company aims to mitigate this risk by charging fees for non-conformance with
certain policy provisions, by offering products that transfer this risk to the purchaser, and by attempting to match the maturity schedule
of its assets with the expected payouts of its liabilities. To the extent that liabilities come due more quickly than assets mature, the
Company might have to borrow funds or sell assets prior to maturity and potentially recognize a loss on the sale.
Mortality
and Morbidity Risks . The Company’s actuarial assumptions differing from actual mortality and morbidity experienced may mean
that the Company’s relevant products sold were underpriced, may require the Company to liquidate insurance or other claims earlier
than planned, and have other potentially adverse consequences to the business. The Company aims to minimize this risk through sound underwriting
practices, asset and liability duration matching, and sound actuarial practices.
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, and its variants, pose a threat to the health and economic well-being of the Company’s employees, customers,
and vendors. The Company continues to closely monitor developments relating to the ongoing 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 significant
impact on the global economy and financial markets. Governments and businesses have taken numerous measures to try to contain the virus
and its variants, which include the implementation of travel bans, self-imposed quarantine periods, social distancing, and various mask
and vaccine mandates. 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.
27
Like most businesses,
COVID-19 has impacted the Company, including the adoption of work from home arrangements and a restructuring of selling techniques for
its products and services. The Company also experienced increased expenses for cleaning services of its offices. Throughout 2021 the Company
continued to adapt to the impact of COVID-19. 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 Company risks. 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, including some remote
work arrangements. Such measures and precautions have enabled the Company to continue to conduct business.
Estimates .
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying notes. 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
and unearned revenue; those used in determining the estimated future costs for pre-need sales; 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.
Liquidity
and Capital Resources
The Company’s
life insurance subsidiaries and cemetery and mortuary subsidiaries realize cash flow from premiums, contract payments and sales on personal
services rendered for cemetery and mortuary business, from interest and dividends on invested assets, and from the proceeds from the sale
or maturity of investments. The mortgage subsidiaries realize cash flow from fees generated by originating and refinancing mortgage loans
and fees on mortgage loans held for sale that are sold to investors. It should be noted that current conditions in the financial
markets and economy caused by the COVID-19 pandemic may affect the realization of these expected cash flows. The
Company considers these sources of cash flow to be adequate to fund future policyholder and cemetery and mortuary liabilities, which generally
are long-term, and adequate to pay current policyholder claims, annuity payments, expenses related to the issuance of new policies, the
maintenance of existing policies, debt service, and to meet current operating expenses.
During the twelve months ended December 31, 2021 and
2020, the Company’s operations provided cash of $144,638,000 and used cash of $129,627,000, respectively. This change from cash
used in operations to cash from operations was primarily due to the decreased originations of mortgage loans held for sale.
The Company’s liability for future policy benefits
is expected to be paid out over the long-term due to the Company’s market niche of selling funeral plans. Funeral plans are small
face value life insurance policies that payout upon a person’s death to cover funeral burial costs. Policyholders generally keep
these policies in force and do not surrender them prior to death. Because of the long-term nature of these liabilities, the Company is
able to hold to maturity its bonds, real estate, and mortgage loans thus reducing the risk of liquidating these long-term investments
as a result of any sudden changes in their fair values.
The Company attempts
to match the duration of invested assets with its policyholder and cemetery and mortuary liabilities. The Company may sell investments
other than those held to maturity in the portfolio to help in this timing matching. The Company purchases short-term investments on a
temporary basis to meet the expectations of short-term requirements of the Company’s products. The Company’s investment philosophy
is intended to provide a rate of return, which will persist during the expected duration of policyholder and cemetery and mortuary liabilities
regardless of future interest rate movements.
28
The Company’s
investment policy is also to invest predominantly in fixed maturity securities, real estate, mortgage loans, and warehousing of mortgage
loans held for sale on a short-term basis before selling the loans to investors in accordance with the requirements and laws governing
the life insurance subsidiaries. Bonds owned by the insurance subsidiaries amounted to $259,005,000 (at estimated fair value) and
$294,384,000 (at estimated fair value) as of December 31, 2021 and 2020, respectively. This represented
31.5% and 38.0% of the total investments as of December 31, 2021, and 2020, respectively. Generally, all bonds owned by the life insurance
subsidiaries are rated by the National Association of Insurance Commissioners. Under this rating system, there are six categories used
for rating bonds. At December 31, 2021, 3.9% (or $9,991,000 ) and at December 31, 2020, 4.2%
(or $12,418,000) of the Company’s total bond investments were invested in bonds in rating categories three through six, which are
considered non-investment grade.
See Note 2 of the Notes to Consolidated Financial
Statements for the schedule of the maturity of fixed maturity securities available for sale and for the schedule of principal payments
for mortgage loans held for investment.
See Note 7 of the Notes to Consolidated Financial
Statements for a description of the Company’s sources of liquidity.
If market conditions
were to cause interest rates to change, the fair value of the Company’s fixed income portfolio (of approximately $536,594,000),
which includes bonds, preferred stocks and mortgage loans held for investment, could change by the following amounts based on the respective
basis point swing (the change in the fair values were calculated using a modeling technique):
-200 bps
-100 bps
+100 bps
+200 bps
Change in Fair Value (in thousands)
$ 33,663
$ 16,294
$ (18,444 )
$ (35,813 )
The Company is
subject to risk-based capital guidelines established by statutory regulators requiring minimum capital levels based on the perceived risk
of assets, liabilities, disintermediation, and business risk. At December 31, 2021 and 2020, the life insurance subsidiaries were in compliance
with the regulatory criteria.
The Company’s
total capitalization of stockholders’ equity, and bank loans and other loans payable was $551,054,000 as
of December 31, 2021, as compared to $561 ,811,000 as of December 31, 2020. Stockholders’
equity as a percent of total capitalization was 54.4% and 47.0% as of December 31, 2021 and December 31, 2020, respectively. Bank loans
and other loans payable decreased by $46,537,000 for the twelve months ended December 31,
2021 as compared to December 31, 2020, and stockholders’ equity increased by $35,780,000 for the twelve months ended December 31,
2021 as compared to December 31, 2020, thus causing the increase in the stockholders’ equity percentage.
Lapse rates measure
the amount of insurance terminated during a particular period. The Company’s lapse rate for life insurance was 4.8% in 2021 as compared
to a rate of 5.9% for 2020.
The combined
statutory capital and surplus of the Company’s life insurance subsidiaries was $82,823,000 and $78,493,000 as of December
31, 2021 and 2020, respectively. The life insurance subsidiaries cannot pay a dividend to their parent company without the approval of
state insurance regulatory authorities.
Forward-Looking Statements
The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements to encourage companies to provide prospective information
about their businesses without fear of litigation so long as those statements are identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected
in such statements. The Company desires to take advantage of the “safe harbor” provisions of the act.
29
This
Annual Report on Form 10-K contains forward-looking statements, together with related data and projections, about the Company’s
projected financial results and its future plans and strategies. However, actual results and needs of the Company may vary materially
from forward-looking statements and projections made from time to time by the Company on the basis of management’s then-current
expectations. The business in which the Company is engaged involves changing and competitive markets, which may involve a high degree
of risk, and there can be no assurance that forward-looking statements and projections will prove accurate.
Factors
that may cause the Company’s actual results to differ materially from those contemplated or projected, forecast, estimated or budgeted
in such forward looking statements include among others, the following possibilities: (i) heightened competition, including the intensification
of price competition, the entry of new competitors, and the introduction of new products by new and existing competitors; (ii) adverse
state and federal legislation or regulation, including decreases in rates, limitations on premium levels, increases in minimum capital
and reserve requirements, benefit mandates and tax treatment of insurance products; (iii) fluctuations in interest rates causing a reduction
of investment income or increase in interest expense and in the market value of interest rate sensitive investment; (iv) failure to obtain
new customers, retain existing customers or reductions in policies in force by existing customers; (v) higher service, administrative,
or general expenses due to the need for additional advertising, marketing, administrative or management information systems expenditures;
(vi) loss or retirement of key executives or employees; (vii) increases in medical costs; (viii) changes in the Company’s liquidity
due to changes in asset and liability matching; (ix) restrictions on insurance underwriting based on genetic testing and other criteria;
(x) adverse changes in the ratings obtained by independent rating agencies; (xi) failure to maintain adequate reinsurance; (xii) possible
claims relating to sales practices for insurance products and claim denials; (xiii) adverse trends in mortality and morbidity; (xiv)
deterioration of real estate markets; and (xv) lawsuits in the ordinary course of business.
Off-Balance
Sheet Agreements
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 December 31, 2021, the Company’s commitments were approximately $329,903,000 for these loans, of which $179,673,000
had been funded. The Company advances funds once the work has been completed and an 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
5.50% to 8.00% per annum. Maturities generally range between six and eighteen months.
Contractual
Obligations
In
the ordinary course of the Company’s operations, the Company enters into certain contractual obligations. Such obligations include
operating leases for office space, agreements with respect to borrowed funds and future policy benefits. See Notes 7, 22, 24 of the Notes
to Consolidated Financial Statements for more information about these obligations.
Casualty
Insurance Program
In
conjunction with the Company’s casualty insurance program, limited equity interests are held in a captive insurance entity. This
program permits the Company to self-insure a portion of losses, to gain access to a wide array of safety-related services, to pool insurance
risks and resources in order to obtain more competitive pricing for administration and reinsurance and to limit its risk of loss in any
particular year. The maximum exposure to loss related to the Company’s involvement with this entity is limited to approximately
$443,758, which is collateralized under a standby letter of credit issued on the insurance entity’s behalf. See Note 10, “Reinsurance,
Commitments and Contingencies,” for additional discussion of commitments associated with the insurance program. The Company does
not expect any material losses to result from the issuance of the standby letter of credit because claims are not expected to exceed
premiums paid.
Item
7A. Quantitative and Qualitative Disclosures about Market Risk
As
a smaller reporting company, the Company is not required to provide information typically disclosed under this item.
30
Item
8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
No.
Financial
Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
32
Consolidated Balance Sheets, December 31, 2021 and 2020
34
Consolidated Statements of Earnings for the Years Ended December 31, 2021 and 2020
36
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021 and 2020
37
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2021 and 2020
38
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020
39
Notes to Consolidated Financial Statements
41
31
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Stockholders and the Board of Directors of Security National Financial Corporation:
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Security National Financial Corporation and subsidiaries (the “Company”)
as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, stockholders’ equity, and
cash flows for each of the years then ended, and the related notes and the schedules listed in the Index at Item 15 (collectively referred
to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of
the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matter
The
critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
32
Future
Policy Benefits and Amortization of Deferred Policy Acquisition Costs for Insurance Contracts and Value of Business Acquired - Refer
to Notes 1 and 22 to the financial statements
Critical
Audit Matter Description
The
Company’s management sets assumptions in (1) estimating a liability for policy benefit payments that will be made in the future
(future policy benefits) and (2) determining amortization of deferred policy acquisition costs for insurance contracts and value of business
acquired. The most significant assumptions include mortality, lapse, and projected investment yield. Assumptions are determined based
upon analysis of Company specific experience, industry standards, adjusted for changes in exposure and other relevant factors. Given
the inherent uncertainty of these significant assumptions, auditing the development of such assumptions involved especially subjective
judgment.
How
the Critical Audit Matter Was Addressed in the Audit
Our
audit procedures related to management’s judgments regarding the assumptions used in the development of future policy benefits
and the amortization of deferred policy acquisition costs for insurance contracts and value of business acquired, included the following,
among others:
●
We tested the design and implementation of controls over the assumption development process, the valuation of future policy benefits,
and the amortization of deferred policy acquisition costs for insurance contracts and value of business acquired.
●
With the assistance of our actuarial specialists, we:
●
evaluated
management’s selected actuarial assumptions, including testing the accuracy and completeness of the supporting experience studies,
●
evaluated
management’s judgments regarding the assumptions used in the development of future policy benefits and the amortization of
deferred policy acquisition costs and value of business acquired,
●
evaluated
the results of the Company’s annual premium deficiency tests.
/s/
Deloitte & Touche LLP
Salt
Lake City, UT
March
31, 2022
We
have served as the Company’s auditor since 2017.
33
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
December 31
2021
2020
Assets
Investments:
Fixed maturity securities, available for sale, at estimated fair value (amortized cost of $ 236,303,310 and $ 265,150,484 for 2021 and 2020)
$ 259,287,603
$ 294,656,679
Equity securities at estimated fair value (cost of $ 8,275,772 and $ 9,698,490 for 2021 and 2020)
11,596,414
11,324,239
Mortgage loans held for investment (net of allowances for loan losses of $ 1,699,902 and $ 2,005,127 for 2021 and 2020)
277,306,046
249,343,936
Real estate held for investment (net of accumulated depreciation of $ 17,692,038 and $ 13,800,973 for 2021 and 2020)
197,365,797
131,684,453
Real estate held for sale
3,731,300
7,878,807
Other investments and policy loans (net of allowances for doubtful accounts of $ 1,686,218 and $ 1,645,475 for 2021 and 2020)
67,955,155
73,696,661
Accrued investment income
6,313,012
5,360,523
Total investments
823,555,327
773,945,298
Cash and cash equivalents
131,354,470
106,219,429
Loans held for sale at estimated fair value
302,776,827
422,772,418
Receivables (net of allowances for doubtful accounts of $ 1,800,725 and $ 1,685,382 for 2021 and 2020)
18,316,116
10,899,207
Restricted assets (including $ 5,205,510 and $ 3,989,415 for 2021 and 2020 at estimated fair value)
16,938,122
16,150,036
Cemetery perpetual care trust investments (including $ 4,087,245 and $ 2,810,070 for 2021 and 2020 at estimated fair value)
7,835,721
6,413,167
Receivable from reinsurers
14,850,608
15,569,156
Cemetery land and improvements
8,977,877
8,761,436
Deferred policy and pre-need contract acquisition costs
105,049,983
100,075,276
Mortgage servicing rights, net
53,060,455
35,210,516
Property and equipment, net
21,517,598
12,473,345
Value of business acquired
8,421,432
8,955,249
Goodwill
5,253,783
3,519,588
Other
29,684,987
27,976,357
Total Assets
$ 1,547,593,306
$ 1,548,940,478
See
accompanying notes to consolidated financial statements.
34
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS (Continued)
December 31
2021
2020
Liabilities and Stockholders’ Equity
Liabilities
Future policy benefits and unpaid claims
$ 863,274,693
$ 844,790,087
Unearned premium reserve
3,060,738
3,328,623
Bank and other loans payable
251,286,927
297,824,368
Deferred pre-need cemetery and mortuary contract revenues
14,508,022
13,080,179
Cemetery perpetual care obligation
4,915,285
4,087,704
Accounts payable
10,166,573
8,932,683
Other liabilities and accrued expenses
69,578,138
87,650,981
Income taxes
31,036,096
25,258,800
Total liabilities
1,247,826,472
1,284,953,425
Stockholders’ Equity
Preferred Stock:
Preferred stock - non-voting-$ 1.00 par value; 5,000,000 shares authorized; none issued or outstanding
-
-
Common Stock:
Class A: common stock - $ 2.00 par value; 20,000,000 shares authorized; issued 17,642,722 shares in 2021 and 16,595,783 shares in 2020
35,285,444
33,191,566
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 authorized; issued 2,866,565 shares in 2021 and 2,679,603 shares in 2020
5,733,130
5,359,206
Common stock, value
Additional paid-in capital
57,985,947
50,287,253
Accumulated other comprehensive income, net of taxes
18,070,448
23,243,133
Retained earnings
184,537,489
153,739,167
Treasury stock, at cost - 108,079 Class A shares and 109,193 Class C shares in 2021; 227,852 Class A shares and 10,985 Class C shares in 2020
( 1,845,624 )
( 1,833,272 )
Total stockholders’ equity
299,766,834
263,987,053
Total Liabilities and Stockholders’ Equity
$ 1,547,593,306
$ 1,548,940,478
See
accompanying notes to consolidated financial statements.
35
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Consolidated
Statements of Earnings
Years Ended December 31
2021
2020
Revenues:
Mortgage fee income
$ 263,418,230
$ 298,933,110
Insurance premiums and other considerations
100,254,573
93,020,617
Net investment income
58,264,683
56,329,803
Net mortuary and cemetery sales
23,997,313
20,307,435
Gains on investments and other assets
6,265,134
1,925,850
Other than temporary impairments on investments
( 39,502 )
( 370,975 )
Other
18,535,111
11,317,482
Total revenues
470,695,542
481,463,322
Benefits and expenses:
Death benefits
63,247,616
59,040,130
Surrenders and other policy benefits
3,970,839
3,801,230
Increase in future policy benefits
26,263,312
23,568,650
Amortization of deferred policy and pre-need acquisition costs and value of business acquired
16,142,970
14,307,425
Selling, general and administrative expenses:
Commissions
118,286,469
124,426,297
Personnel
100,740,161
84,989,971
Advertising
6,626,418
5,380,896
Rent and rent related
7,242,287
6,873,561
Depreciation on property and equipment
1,935,613
2,078,738
Provision for loan loss reserve
-
16,506,030
Costs related to funding mortgage loans
10,541,570
9,877,700
Other
53,065,982
47,331,102
Interest expense
7,127,516
8,578,810
Cost of goods and services sold – cemeteries and mortuaries
3,704,014
3,252,655
Total benefits and expenses
418,894,767
410,013,195
Earnings before income taxes
51,800,775
71,450,127
Income tax expense
( 12,281,785 )
( 15,853,514 )
Net earnings
$ 39,518,990
$ 55,596,613
Net earnings per Class A equivalent common share (1)
$ 1.96
$ 2.81
Net earnings per Class A equivalent common share - assuming
dilution (1)
$ 1.89
$ 2.74
Weighted average Class A equivalent common shares outstanding (1)
20,154,878
19,788,984
Weighted average Class A equivalent common shares outstanding-assuming dilution (1)
20,929,084
20,254,407
(1) 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 consolidated financial statements.
36
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Consolidated
Statements of comprehensive income
Years Ended December 31
2021
2020
Net earnings
$ 39,518,990
$ 55,596,613
Other comprehensive income:
Unrealized gains (losses) on fixed maturity securities available for sale
( 6,517,731 )
12,013,692
Unrealized gains (losses) on restricted assets
( 23,250 )
41,225
Unrealized losses on cemetery perpetual care trust investments
( 11,114 )
( 6,817 )
Foreign currency translation adjustments
2,835
( 46 )
Other comprehensive income (loss), before income tax
( 6,549,260 )
12,048,054
Income tax benefit (expense)
1,376,575
( 2,531,435 )
Other comprehensive income (loss), net of income tax
( 5,172,685 )
9,516,619
Comprehensive income
$ 34,346,305
$ 65,113,232
See
accompanying notes to consolidated financial statements.
37
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Consolidated
Statements of Stockholders’ Equity
Class A Common Stock
Class C Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
Treasury Stock
Total
Balance at December 31, 2019
32,215,558
5,001,774
46,091,112
13,726,514
101,256,229
( 1,580,582 )
196,710,605
Net earnings
-
-
-
-
55,596,613
-
55,596,613
Other comprehensive income
-
-
-
9,516,619
-
-
9,516,619
Stock based compensation expense
-
-
358,878
-
-
-
358,878
Exercise of stock options
137,940
261,640
432,572
-
-
-
832,152
Sale of treasury stock
-
-
1,224,877
-
-
2,715,071
3,939,948
Purchase of treasury stock
-
-
-
-
-
( 2,967,761 )
( 2,967,761 )
Stock dividends
810,420
123,440
2,179,814
-
( 3,113,675 )
-
( 1 )
Conversion Class C to Class A
27,648
( 27,648 )
-
-
-
-
-
Balance at December 31, 2020
33,191,566
5,359,206
50,287,253
23,243,133
153,739,167
( 1,833,272 )
263,987,053
Net earnings
-
-
-
-
39,518,990
-
39,518,990
Other comprehensive loss
-
-
-
( 5,172,685 )
-
-
( 5,172,685 )
Other comprehensive income (loss)
-
-
-
( 5,172,685 )
-
-
( 5,172,685 )
Stock based compensation expense
-
-
118,384
-
-
-
118,384
Exercise of stock options
320,564
209,312
547,549
-
-
-
1,077,425
Sale of treasury stock
-
-
250,019
-
-
5,757,383
6,007,402
Purchase of treasury stock
-
-
-
-
-
( 5,769,735 )
( 5,769,735 )
Stock dividends
1,674,820
263,106
6,782,742
-
( 8,720,668 )
-
-
Conversion Class C to Class A
98,494
( 98,494 )
-
-
-
-
-
Balance at December 31, 2021
$ 35,285,444
$ 5,733,130
$ 57,985,947
$ 18,070,448
$ 184,537,489
$ ( 1,845,624 )
$ 299,766,834
See
accompanying notes to consolidated financial statements.
38
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Consolidated
Statements of Cash Flows
Years
Ended December 31
2021
2020
Cash flows from operating
activities:
Net
earnings
$ 39,518,990
$ 55,596,613
Adjustments
to reconcile net earnings to net cash used in operating activities:
Gains on
investments and other assets
( 6,265,134 )
( 1,925,850 )
Other than
temporary impairments on investments
39,502
370,975
Depreciation
5,540,672
5,447,363
Provision
for loan losses and doubtful accounts
965,736
1,577,370
Net amortization
of deferred fees and costs, premiums and discounts
( 1,154,604 )
( 1,227,773 )
Provision
for deferred income taxes
11,308,436
2,854,669
Policy and
pre-need acquisition costs deferred
( 19,985,257 )
( 18,909,921 )
Policy and
pre-need acquisition costs amortized
15,027,841
13,520,600
Value of business acquired
amortized
1,115,129
786,825
Mortgage
servicing rights, additions
( 32,701,819 )
( 29,896,465 )
Amortization
of mortgage servicing rights
14,851,880
11,841,478
Stock based
compensation expense
118,384
358,878
Benefit
plans funded with treasury stock
6,007,402
3,939,948
Net change
in fair value of loans held for sale
8,783,376
( 10,413,492 )
Originations
of loans held for sale
( 5,611,189,587 )
( 5,627,013,749 )
Proceeds
from sales of loans held for sale
5,900,076,766
5,600,045,285
Net gains
on sales of loans held for sale
( 177,876,915 )
( 188,893,379 )
Change in
assets and liabilities:
Land and
improvements held for sale
441,839
758,514
Future policy
benefits and unpaid claims
22,104,116
25,804,740
Other
operating assets and liabilities
( 32,088,511 )
25,750,164
Net
cash provided by (used in) operating activities
144,638,242
( 129,627,207 )
Cash flows from investing
activities:
Purchases
of fixed maturity securities
( 18,857,131 )
( 58,493,147 )
Sales, calls
and maturities of fixed maturity securities
48,015,753
131,269,730
Purchase
of equity securities
( 1,950,554 )
( 6,991,832 )
Sales of
equity securities
3,868,061
3,902,835
Net changes
in restricted assets
473,156
( 1,954,437 )
Net changes
in cemetery perpetual care trust investments
( 143,379 )
( 2,755,856 )
Mortgage
loans held for investment, other investments and policy loans made
( 838,524,150 )
( 682,170,126 )
Payments
received for mortgage loans held for investment, other investments and policy loans
818,108,666
672,544,708
Purchases
of property and equipment
( 5,219,928 )
( 1,630,734 )
Sales of
property and equipment
-
194,955
Purchases
of real estate
( 92,403,534 )
( 40,190,471 )
Sales of
real estate
35,644,576
22,418,816
Cash
paid for purchase of subsidiaries, net of cash acquired
( 12,625,142 )
-
Net
cash provided by (used in) investing activities
( 63,613,606 )
36,144,441
39
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Consolidated
Statements of Cash Flows (Continued)
Years Ended December 31
2021
2020
Cash flows from financing activities:
Investment contract receipts
11,481,349
11,511,118
Investment contract withdrawals
( 15,244,629 )
( 18,235,107 )
Proceeds from stock options exercised
1,077,425
832,152
Purchase of treasury stock
( 5,769,735 )
( 2,967,761 )
Repayment of bank loans
( 69,039,725 )
( 174,865,813 )
Proceeds from bank loans
106,995,930
164,586,365
Net change in warehouse line borrowings for loans held for sale
( 84,576,055 )
90,351,225
Net cash provided by (used in) financing activities
( 55,075,440 )
71,212,179
Net change in cash, cash equivalents, restricted cash and restricted cash equivalents
25,949,196
( 22,270,587 )
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year
115,465,086
137,735,673
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of year
$ 141,414,282
$ 115,465,086
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest (net of amount capitalized)
$ 7,290,867
$ 8,385,270
Income taxes
5,127,913
11,813,120
Non Cash Investing and Financing Activities:
Right-of-use assets obtained in exchange for operating lease liabilities
$ 5,216,048
$ 5,631,193
Accrued real estate construction costs and retainage
4,400,320
6,365,534
Transfer of property and equipment to real estate held for investment
3,108,681
1,516,700
Mortgage loans held for investment foreclosed into real estate held for investment
931,079
686,124
Transfer of loans held for sale to mortgage loans held for investment
201,951
16,960,549
Right-of-use assets obtained in exchange for finance lease liabilities
-
8,494
See Note 20 regarding non cash transactions included in the acquisitions of Rivera Funerals, Cremations and Memorial Gardens and Holbrook Mortuary
Reconciliation
of cash, cash equivalents, restricted cash and restricted cash equivalents as shown in the consolidated statements of cash flows is presented
in the table below:
Years Ended December 31
2021
2020
Cash and cash equivalents
$ 131,354,470
$ 106,219,429
Restricted assets
9,000,293
8,842,744
Cemetery perpetual care trust investments
1,059,519
402,913
Total cash, cash equivalents, restricted cash and restricted cash equivalents
$ 141,414,282
$ 115,465,086
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of year
$ 141,414,282
$ 115,465,086
See
accompanying notes to consolidated financial statements.
40
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
1)
Significant Accounting Policies
General
Overview of Business
Security
National Financial Corporation and its wholly owned subsidiaries (the “Company”) operate in three reportable business segments:
life insurance, cemetery and mortuary, and mortgages. The life insurance segment is engaged in the business of selling and servicing
selected lines of life insurance, annuity products and accident and health insurance marketed primarily in the states located in western,
mid-western and southern regions of the United States. The cemetery and mortuary segment of the Company consists of eleven mortuaries
and five cemeteries in Utah, one cemetery in California, and four mortuaries and one cemetery in New Mexico. The mortgage segment is
an approved government and conventional lender that originates and underwrites residential and commercial loans for new construction,
existing homes and real estate projects primarily in Florida, Nevada, Texas, and Utah.
Basis
of Presentation
The
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States of America (GAAP).
Principles
of Consolidation
These
consolidated financial statements include the financial statements of the Company and its majority owned subsidiaries. All intercompany
transactions and accounts have been eliminated in consolidation.
Use
of Estimates
Management
of the Company has made a number of estimates and assumptions related to the reported amounts of assets and liabilities, reported amounts
of revenues and expenses, and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity
with GAAP. 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 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.
Investments
The
Company’s management determines the appropriate classifications of investments in fixed maturity securities and equity securities
at the acquisition date and re-evaluates the classifications at each balance sheet date.
Fixed
maturity securities available for sale are carried at estimated fair value. Changes in fair values are reported as unrealized gains
or losses and are recorded in accumulated other comprehensive income.
Equity
securities are carried at estimated fair value. Changes in fair values are reported as unrealized gains or losses and are recorded
through net earnings as a component of gains on investments and other assets.
41
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
1)
Significant Accounting Policies (Continued)
Mortgage
loans held for investment are carried at their unpaid principal balances adjusted for net deferred fees, net discounts, charge-offs
and the related allowance for loan losses. Interest income is included in net investment income on the consolidated statements of earnings
and is recognized when earned. The Company defers related 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 consolidated statements of earnings.
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.
Real
estate held for investment is carried at cost, less accumulated depreciation provided on a straight-line basis over the estimated
useful lives of the properties, or is adjusted to a new basis for impairment in value, if any. Included are foreclosed properties which
the Company intends to hold for investment purposes. These properties are recorded at the lower of cost or fair value upon foreclosure.
Also, included are residential subdivision land developments which are carried at cost.
Real
estate held for sale is carried at lower of cost or fair value. Depreciation is not recognized on real estate classified as held
for sale.
Other
investments and policy loans are carried at the aggregate unpaid balances, less allowances for losses.
Accrued
investment income refers to earned income from investments that has not yet been received by the Company.
Gains
and losses on investments (except for equity securities carried at fair value through net earnings) arise when investments are sold
(as determined on a specific identification basis) or are other than temporarily impaired. If in management’s judgment a decline
in the value of an investment below cost is other than temporary, the cost of the investment is written down to fair value with a corresponding
charge to earnings. Factors considered in judging whether an impairment is other than temporary include: the financial condition, business
prospects and credit worthiness of the issuer, the length of time that fair value has been less than cost, the relative amount of the
decline, and the Company’s ability and intent to hold the investment until the fair value recovers, which is not assured.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The
Company maintains its cash in bank deposit accounts, which at times exceed federally insured limits. The Company has not experienced
any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.
Loans
Held for Sale
Accounting
Standards Codification (“ASC”) No. 825, “Financial Instruments”, allows for the option to report certain financial
assets and liabilities at fair value initially and at subsequent measurement dates with changes in fair value included in earnings. The
option may be applied instrument by instrument, but it is irrevocable. The Company elected the fair value option for loans held for sale.
The Company believes the fair value option most closely aligns the timing of the recognition of gains and costs. These loans are intended
for sale and the Company believes that the fair value is the best indicator of the resolution of these loans. Electing fair value also
reduces certain timing differences and better matches changes in the fair value of these assets with changes in the fair value of the
related derivatives used for these assets. See Note 3 and Note 17 to Consolidated Financial Statements for additional disclosures regarding
loans held for sale.
42
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
1)
Significant Accounting Policies (Continued)
Mortgage
Fee Income
Mortgage
fee income consists of origination fees, processing fees, interest income and certain other income related to the origination of mortgage
loans held for sale. All revenues and costs are recognized when the mortgage loan is funded and any changes in fair value are shown as
a component of mortgage fee income. See Note 3 and Note 17 to Consolidated Financial Statements for additional disclosures regarding
loans held for sale.
The
Company, through its mortgage subsidiaries, sells mortgage loans to third-party investors without recourse unless defects are identified
in the representations and warranties made at loan sale. It may be required, however, to repurchase a loan or pay a fee instead of repurchase
under certain events, which include the following:
●
Failure
to deliver original documents specified by the investor,
●
The
existence of misrepresentation or fraud in the origination of the loan,
●
The
loan becomes delinquent due to nonpayment during the first several months after it is sold,
●
Early
pay-off of a loan, as defined by the agreements,
●
Excessive
time to settle a loan,
●
Investor
declines purchase, and
●
Discontinued
product and expired commitment.
Loan
purchase commitments generally specify a date 30 to 45 days after delivery upon which the underlying loans should be settled. Depending
on market conditions, these commitment settlement dates can be extended at a cost to the Company.
It
is the Company’s policy to cure any documentation problems regarding such loans at a minimal cost for up to a six-month time period
and to pursue efforts to enforce loan purchase commitments from third-party investors concerning the loans. The Company believes that
six months allows adequate time to remedy any documentation issues, to enforce purchase commitments, and to exhaust other alternatives.
Remedial methods include the following:
●
Research
reasons for rejection,
●
Provide
additional documents,
●
Request
investor exceptions,
●
Appeal
rejection decision to purchase committee, and
●
Commit
to secondary investors.
Once
purchase commitments have expired and other alternatives to remedy are exhausted, which could be earlier than the six-month time period,
the loans are repurchased and transferred to the long-term investment portfolio at the lower of cost or fair value and previously recorded
mortgage fee income that was to be received from a third-party investor is written off against the loan loss reserve.
Determining
Fair Value
Cost
for loans held for sale is equal to the amount paid to the warehouse bank and the amount originally funded by the Company. Fair value
is often difficult to determine and may contain significant unobservable inputs, but is based on the following:
●
For
loans that are committed, the Company uses the commitment price.
●
For
loans that are non-committed that have an active market, the Company uses the market price.
●
For
loans that are non-committed where there is no market but there is a similar product, the Company uses the market value for the similar
product.
●
For
loans that are non-committed where no active market exists, the Company determines that the unpaid principal balance best approximates
the market value, after considering the fair value of the underlying real estate collateral, estimated future cash flows, and the
loan interest rate.
43
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
1) Significant Accounting Policies (Continued)
The
appraised value of the real estate underlying the original mortgage loan adds support to the Company’s determination of fair value
because if the loan becomes delinquent, the Company has sufficient value to collect the unpaid principal balance or the carrying value
of the loan, thus minimizing credit losses.
The
majority of loans originated are sold to third-party investors. The amounts expected to be sold to investors are shown on the consolidated
balance sheets as loans held for sale.
Loan
Loss Reserve
The
loan loss reserve is an estimate of probable losses at the balance sheet date that the Company will realize in the future on loans sold.
The Company may be required to reimburse third-party investors for costs associated with early payoff of loans within six months of origination
of such loans and to repurchase loans where there is a default in any of the first four monthly payments to the investors or, in lieu
of repurchase, to pay a negotiated fee to the investors. The Company’s estimates are based upon historical loss experience and
the best estimate of the probable loan loss liabilities.
Upon
completion of a transfer that satisfies the conditions to be accounted for as a sale, the Company initially measures at fair value liabilities
incurred in a sale relating to any guarantee or recourse provisions. The Company accrues a monthly allowance for indemnification losses
to investors based on total production. This estimate is based on the Company’s historical experience and is included as a component
of mortgage fee income. Subsequent updates to the recorded liability from changes in assumptions are recorded in selling, general and
administrative expenses as a component of provision for loan loss reserve. The estimated liability for indemnification losses is included
in other liabilities and accrued expenses.
The
loan loss reserve analysis involves mortgage loans that have been sold to third-party investors, which were believed to have met investor
underwriting guidelines at the time of sale, where the Company has received a demand from the investor. There are generally three types
of demands: make whole, repurchase, or indemnification. These types of demands are further described as follows:
Make
whole demand — A make whole demand occurs when an investor forecloses on a property and then sells the property. The make whole
amount is calculated as the difference between the original unpaid principal balance, payments received, accrued interest and fees, less
the sale proceeds.
Repurchase
demand — A repurchase demand usually occurs when there is a significant payment default, error in underwriting or detected
loan fraud.
Indemnification
demand — On certain loans the Company has negotiated a set fee that is to be paid in lieu of repurchase. The fee varies by
investor and by loan product type.
The
Company believes the allowance for loan losses and the loan loss reserve represent probable loan losses incurred as of the balance sheet
date.
Additional
information related to the Loan Loss Reserve is included in Note 3.
44
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
1)
Significant Accounting Policies (Continued)
Restricted
Assets
Restricted
assets are assets held in a trust account for future mortuary services and merchandise and consist of cash and cash equivalents; participations
in mortgage loans held for investment with Security National Life Insurance Company (“Security National Life”); mutual funds
carried at estimated fair value; equity securities carried at estimated fair value; and a surplus note with Security National Life (which
is eliminated in consolidation). Restricted assets also include escrows held for borrowers and investors under servicing and appraisal
agreements relating to mortgage loans, funds held by warehouse banks in accordance with loan purchase agreements and funds held in escrow
for certain real estate construction development projects. Additionally, the Company funded its medical benefit safe-harbor limit based
on the qualified direct costs, and has included this amount as a component of restricted cash.
Cemetery
Perpetual Care Trust Investments
Cemetery
endowment care trusts have been set up for five of the seven cemeteries owned by the Company. Under endowment care arrangements a portion
of the price for each lot sold is withheld and invested in a portfolio of investments similar to those described in the prior paragraph.
The earnings stream from the investments is designed to fund future maintenance and upkeep of the cemetery.
Cemetery
Land and Improvements
The
development of a cemetery involves not only the initial acquisition of raw land but also the installation of roads, water lines, landscaping
and other costs to establish a marketable cemetery lot. The costs of developing the cemetery are shown as an asset on the balance sheet.
The amount on the balance sheet is reduced by the total cost assigned to the development of a particular lot when the criterion for recognizing
a sale of that lot is met.
Deferred
Policy Acquisition Costs and Value of Business Acquired
Commissions
and other costs, net of commission and expense allowances for reinsurance ceded, that vary with and are primarily related to the production
of new insurance business have been deferred. Deferred policy acquisition costs (“DAC”) for traditional life insurance are
amortized over the premium paying period of the related policies using assumptions consistent with those used in computing policy benefit
reserves. For interest-sensitive insurance products, deferred policy acquisition costs are amortized generally in proportion to the present
value of expected gross profits from surrender charges, investment, mortality and expense margins. This amortization is adjusted when
estimates of current or future gross profits to be realized from a group of products are reevaluated. Deferred acquisition costs are
written off when policies lapse or are surrendered.
When
accounting for DAC, the Company considers internal replacements of insurance and investment contracts. An internal replacement is a modification
in product benefits, features, rights or coverage that occurs by the exchange of a contract for a new contract, or by amendment, endorsement,
or rider to contract, or by the election of a feature or coverage within a contract. Modifications that result in a replacement contract
that is substantially changed from the replaced contract are accounted for as an extinguishment of the replaced contract. Unamortized
DAC, unearned revenue liabilities and deferred sales inducements from the replaced contract are written-off. Modifications that result
in a contract that is substantially unchanged from the replaced contract are accounted for as a continuation of the replaced contract.
Value
of business acquired (“VOBA”) is the present value of estimated future profits of the acquired business and is amortized
similar to deferred policy acquisition costs.
45
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
1)
Significant Accounting Policies (Continued)
Premium
Deficiency and Loss Recognition Testing
At
least annually, the Company tests the adequacy of the net benefit reserves (liability for future policy benefits, net of DAC and VOBA)
recorded for life insurance and annuity products. The Company tests for recoverability by using the Company’s current best-estimate
assumptions as to policyholder mortality, persistency, maintenance expenses and invested asset returns. These tests evaluate whether
the present value of future contract-related cash flows will support the capitalized DAC and VOBA assets. These cash flows consist primarily
of premium income, less benefits and expenses. If the current contract liabilities plus the present value of future premiums is greater
than the sum of the present values of future policy benefits, commissions, and expenses plus the current DAC and VOBA less unearned premium
reserve balances, then the capitalized assets are deemed recoverable. The present values are calculated using the best estimate of the
after tax net investment earned rate.
Mortgage
Servicing Rights
Mortgage
Servicing Rights (“MSR”) arise from contractual agreements between the Company and third-party investors (or their agents)
when mortgage loans are sold. Under these contracts, the Company is obligated to retain and provide loan servicing functions on loans
sold, in exchange for fees and other remuneration. The servicing functions typically performed include, among other responsibilities,
collecting and remitting loan payments; responding to borrower inquiries; accounting for principal and interest, holding custodial (impound)
funds for payment of property taxes and insurance premiums; counseling delinquent mortgagors; and supervising the acquisition of real
estate owned and property dispositions.
The
total residential mortgage loans serviced for others consist primarily of agency conforming fixed-rate mortgage loans. The value of MSRs
is derived from the net cash flows associated with the servicing contracts. The Company receives a servicing fee of generally about 0.250 %
annually on the remaining outstanding principal balances of the loans. Based on the result of the cash flow analysis, an asset or liability
is recorded for mortgage servicing rights. The servicing fees are collected from the monthly payments made by the mortgagors. The Company
generally receives other remuneration including rights to various mortgagor-contracted fees such as late charges, and collateral reconveyance
charges and the Company is generally entitled to retain the interest earned on funds held pending remittance of mortgagor principal,
interest, tax and insurance payments. Contractual servicing fees and late fees are included in other revenues on the consolidated statements
of earnings.
The
Company’s subsequent accounting for MSRs is based on the class of MSRs. The Company has identified two classes of MSRs: MSRs backed
by mortgage loans with initial term of 30 years and MSRs backed by mortgage loans with initial term of 15 years. The Company distinguishes
between these classes of MSRs due to their differing sensitivities to change in value as the result of changes in market. 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.
Interest
rate risk, prepayment risk, and default risk are inherent risks in MSR valuation. Interest rate changes largely drive prepayment rates.
Refinance activity generally increases as rates decline. A significant decrease in rates beyond expectation could cause a decline in
the value of the MSR. On the contrary, if rates increase borrowers are less likely to refinance or prepay their mortgage, which extends
the duration of the loan and MSR values are likely to rise. Because of these risks, discount rates and prepayment speeds are used to
estimate the fair value.
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.
Property
and Equipment
Property
and equipment are recorded at cost. Depreciation is calculated principally on the straight-line method over the estimated useful lives
of the assets which range from three to forty years . Leasehold improvements paid for by the Company as a lessee are amortized over the
lesser of the useful life or remaining lease terms.
46
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
1)
Significant Accounting Policies (Continued)
Long-lived
Assets
Long-lived
assets to be held and used, including property and equipment and real estate held for investment, are reviewed for impairment whenever
events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses
on assets to be held and used are recognized based on the fair value of the asset, and long-lived assets to be disposed of are reported
at the lower of carrying amount or fair value less costs to sell. No impairment of long-lived assets has been recognized in the accompanying
financial statements except for certain impairments of real estate held for investment as disclosed in Note 2.
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.
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.
47
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
1)
Significant Accounting Policies (Continued)
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 consolidated balance sheets.
Call
and Put Option Derivatives
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 gains (losses) on investments and other assets. Call and put options are shown in other liabilities
and accrued expenses on the consolidated balance sheets.
Allowance
for Doubtful Accounts and Loan Losses and Impaired Loans
The
Company records an allowance and recognizes an expense for potential losses from mortgage loans held for investment, other investments
and receivables in accordance with GAAP.
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.
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. As a practical expedient, upon determining impairment, the Company establishes an individual
impairment allowance based upon an assessment of the fair value of the underlying collateral. See the schedules in Note 2 for additional
information. 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. The Company will rent the properties until it is deemed desirable to sell them.
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:
48
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
1)
Significant Accounting Policies (Continued)
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 and second mortgages on the unit. The borrower’s
ability to repay is sensitive to the life events and general economic condition of the region. Where loan to values exceed 80%, the loan
is generally guaranteed by private mortgage insurance, FHA or VA.
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.
Future
Policy Benefits and Unpaid Claims
Future
policy benefit reserves for traditional life insurance are computed using a net level method, including assumptions as to investment
yields, mortality, morbidity, withdrawals, and other assumptions based on the life insurance subsidiaries’ experience, modified
as necessary to give effect to anticipated trends and to include provisions for possible unfavorable deviations. Such liabilities are,
for some plans, graded to equal statutory values or cash values at or prior to maturity, which are deemed a reasonable equivalent for
GAAP. The range of assumed interest rates for all traditional life insurance policy reserves was 4 % to 10 %. Benefit reserves for traditional
limited-payment life insurance policies include the deferred portion of the premiums received during the premium-paying period. Deferred
premiums are recognized as income over the life of the policies. Policy benefit claims are charged to expense in the period the claims
are incurred. Increases in future policy benefits are charged to expense.
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 3 % to 6.5 %.
The
Company records an unpaid claims liability for claims in the course of settlement equal to the death benefit amount less any reinsurance
recoverable amount for claims reported. There is also an unpaid claims liability for claims incurred but not reported. This liability
is based on the historical experience of the net amount of claims that were reported in reporting periods subsequent to the reporting
period when claims were incurred.
Participating
Insurance
Participating
business constituted 2 % of insurance in force for the years ended 2021 and 2020. The provision for policyholders’ dividends included
in policyholder obligations is based on dividend scales anticipated by management. Amounts to be paid are determined by the Board of
Directors.
49
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
1) Significant Accounting Policies (Continued)
Recognition
of Insurance Premiums and Other Considerations
Premiums
and other consideration for traditional life insurance products (which include those products with fixed and guaranteed premiums and
benefits and consist principally of whole life insurance policies, limited payment life insurance policies, and certain annuities with
life contingencies) are recognized as revenues when due from policyholders. Premiums and other consideration for interest-sensitive insurance
policies (which include universal life policies, interest-sensitive life policies, deferred annuities, and annuities without life contingencies)
are recognized when earned and consist of amounts assessed against policyholder account balances during the period for policy administration
charges and surrender charges.
Reinsurance
The
Company follows the procedure of reinsuring risks in excess of $ 100,000 to provide for greater diversification of business to allow management
to control exposure to potential losses arising from large risks, and provide additional capacity for growth. The Company remains liable
for amounts ceded in the event the reinsurers are unable to meet their obligations.
The
Company entered into coinsurance agreements with unaffiliated insurance companies under which the Company assumed 100 % of the risk for
certain life insurance policies and certain other policy-related liabilities of the insurance company.
Reinsurance
premiums, commissions, expense reimbursements, and reserves related to reinsured business are accounted for on a basis consistent with
those used in accounting for the original policies issued and the terms of the reinsurance contracts. Expense allowances received in
connection with reinsurance ceded are accounted for as a reduction of the related policy acquisition costs and are deferred and amortized
accordingly.
Pre-need
Sales and Costs
Pre-need
contract sales of funeral services and caskets - revenue and costs associated with the sales of pre-need funeral services and caskets
are deferred until the performance obligations are fulfilled (services are performed or the caskets are delivered).
Sales
of cemetery interment rights (cemetery burial property) - revenue and costs associated with the sale of cemetery interment rights
are deferred until 10% of the sales price has been collected.
Pre-need
contract sales of cemetery merchandise (primarily markers and vaults) - revenue and costs associated with the sale of pre-need cemetery
merchandise is deferred until the merchandise is delivered to the Company.
Pre-need
contract sales of cemetery services (primarily merchandise delivery, installation fees and burial opening and closing fees) - revenue
and costs associated with the sales of pre-need cemetery services are deferred until the services are performed.
Prearranged
funeral and pre-need cemetery customer acquisition costs - costs incurred related to obtaining new pre-need contract cemetery and
prearranged funeral services, which include only costs that vary with and are primarily related to the acquisition of new pre-need cemetery
and prearranged funeral services, are deferred until the merchandise is delivered or services are performed.
Revenues
and costs for at-need sales are recorded when a valid contract exists, the services are performed, collection is reasonably assured and
there are no significant performance obligations remaining.
50
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
1)
Significant Accounting Policies (Continued)
The
Company, through its cemetery and mortuary operations, provides guaranteed funeral arrangements wherein a prospective customer can receive
future goods and services at guaranteed prices. To accomplish this, the Company, through its life insurance operations, sells to the
customer an increasing benefit life insurance policy that is assigned to the mortuaries. If, at the time of need, the policyholder/potential
mortuary customer utilizes one of the Company’s facilities, the guaranteed funeral arrangement contract that has been assigned
will provide the funeral goods and services at the contracted price. The increasing life insurance policy will cover the difference between
the original contract prices and current prices. Risks may arise if the difference cannot be fully met by the life insurance policy.
However, management believes that given current inflation rates and related price increases of goods and services, the risk of exposure
is minimal.
Goodwill
Previous
acquisitions have been accounted for as purchases under which assets acquired and liabilities assumed were recorded at their fair values
with the excess purchase price recognized as goodwill. The Company evaluates annually or when changes in circumstances warrant the recoverability
of goodwill and if there is a decrease in value, the related impairment is recognized as a charge against income. No impairment of goodwill
has been recognized in the accompanying financial statements.
Other
Intangibles
Other
intangibles are recognized apart from goodwill whenever an acquired intangible asset arises from contractual or other legal rights, or
whenever it is capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented, or exchanged,
either individually or in combination with a related contract, asset, or liability. The Company engages a third-party valuation firm
to analyze the value of the intangible assets that result from significant acquisitions. The value of the intangible assets that result
from these acquisitions are included in Other Assets and are determined using the income approach, relying on a relief from the royalty
method.
Income
Taxes
Income
taxes include taxes currently payable plus deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to the temporary differences in the financial reporting basis and tax basis of assets and liabilities and operating loss
carry-forwards. Deferred tax assets are measured using enacted tax rates expected to apply to taxable income in the years in which these
temporary differences are expected to be recovered or settled.
Liabilities
are established for uncertain tax positions expected to be taken in income tax returns when such positions are judged to meet the “more-likely-than-not”
threshold based on the technical merits of the positions. Estimated interest and penalties related to uncertain tax penalties are included
as a component of income tax expense.
Earnings
Per Common Share
The
Company computes earnings per share which requires presentation of basic and diluted earnings per share. Basic earnings per equivalent
Class A common share are computed by dividing net earnings by the weighted-average number of Class A common shares outstanding during
each year presented, after the effect of the assumed conversion of Class C common stock to Class A common stock. Diluted earnings per
share is computed by dividing net earnings by the weighted-average number of common shares outstanding during the year used to compute
basic earnings per share plus dilutive potential incremental shares. Basic and diluted earnings per share amounts have been adjusted
retroactively for the effect of annual stock dividends.
51
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
1) Significant Accounting Policies (Continued)
Stock
Based Compensation
The
cost of employee services received in exchange for an award of equity instruments is recognized in the financial statements and is measured
based on the fair value on the grant date of the award. The fair value of stock options is calculated using the Black Scholes Option
Pricing Model. Stock option compensation expense is recognized over the period during which an employee is required to provide service
in exchange for the award and is included in personnel expenses on the consolidated statements of earnings.
Concentration
of Credit Risk
For
a description of the concentration risk regarding available for sale debt securities, mortgage loans held for investment and real
estate held for investment, refer to Note 2 of the Notes to Consolidated Financial Statements.
Advertising
The
Company expenses advertising costs as incurred.
Recent
Accounting Pronouncements
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.
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 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 has made progress in the implementation of the new standard, including the involvement of actuaries, accountants, and
systems specialists. However, the Company has not yet estimated the impact the new guidance will have on the consolidated financial statements.
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.
52
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2)
Investments
The
Company’s investments as of December 31, 2021 are summarized as follows:
Schedule
of Investments
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Fair Value
December 31, 2021:
Fixed maturity securities, available for sale, at estimated fair value:
U.S. Treasury securities and obligations of U.S. Government agencies
$ 22,307,736
$ 578,567
$ -
$ 22,886,303
Obligations of states and political subdivisions
4,649,917
212,803
( 1,989 )
4,860,731
Corporate securities including public utilities
174,711,061
21,791,370
( 353,668 )
196,148,763
Mortgage-backed securities
34,365,382
905,159
( 161,332 )
35,109,209
Redeemable preferred stock
269,214
13,383
-
282,597
Total fixed maturity securities available for sale
$ 236,303,310
$ 23,501,282
$ ( 516,989 )
$ 259,287,603
Equity securities at estimated fair value:
Common stock:
Industrial, miscellaneous and all other
$ 8,275,772
$ 3,626,444
$ ( 305,802 )
$ 11,596,414
Total equity securities at estimated fair value
$ 8,275,772
$ 3,626,444
$ ( 305,802 )
$ 11,596,414
Mortgage loans held for investment at amortized cost:
Residential
$ 53,533,712
Residential construction
175,117,783
Commercial
51,683,022
Less: Unamortized deferred loan fees, net
( 918,586 )
Less: Allowance for loan losses
( 1,699,902 )
Less: Net discounts
( 409,983 )
Total mortgage loans held for investment
$ 277,306,046
Real estate held for investment - net of accumulated depreciation:
Residential
$ 41,972,462
Commercial
155,393,335
Total real estate held for investment
$ 197,365,797
Real estate held for sale:
Residential
$ 1,190,602
Commercial
2,540,698
Total real estate held for sale
$ 3,731,300
Other investments and policy loans at amortized cost:
Policy loans
$ 13,478,214
Insurance assignments
48,632,808
Federal Home Loan Bank stock (1)
2,547,100
Other investments
4,983,251
Less: Allowance for doubtful accounts
( 1,686,218 )
Total policy loans and other investments
$ 67,955,155
Accrued investment income
$ 6,313,012
Total investments
$ 823,555,327
(1)
Includes $ 905,700 of Membership stock and $ 1,641,400
of Activity stock due to short-term advances and letters of credit.
53
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2) Investments (Continued)
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 advances and letters of credit.
54
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2) Investments (Continued)
Fixed
Maturity Securities
The
following tables summarize unrealized losses on fixed maturities securities that were carried at estimated fair value at December 31,
2021 and at 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 Fair Value of Fixed Maturity Securities
Unrealized Losses for Less than Twelve Months
Fair Value
Unrealized Losses for More than Twelve Months
Fair Value
Total Unrealized Loss
Fair Value
At December 31, 2021
Obligations of States and Political Subdivisions
$ 1,989
$ 548,715
$ -
$ -
$ 1,989
$ 548,715
Corporate Securities
73,507
4,638,750
280,161
3,771,813
353,668
8,410,563
Mortgage and other asset-backed securities
72,952
7,934,760
88,380
1,582,804
161,332
9,517,564
Total unrealized losses
$ 148,448
$ 13,122,225
$ 368,541
$ 5,354,617
$ 516,989
$ 18,476,842
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 55 securities with fair value of 97.3 % of amortized cost at December 31, 2021. There were 63 securities with fair value of 94.7 %
of amortized cost at December 31, 2020. Credit losses of $ 39,502 and $ 370,975 have been recognized for the years ended December 31, 2021
and 2020, respectively.
On
a quarterly basis, the Company evaluates its fixed maturity securities classified as 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 and are not reviewed for impairment, unless current market or recent company news could lead to a credit
downgrade. Securities with ratings of 3 to 5 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.
55
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2)
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.
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
39,502
370,975
Securities previously impaired
-
-
Reductions for credit impairments previously recognized on:
Securities that matured or were sold during the period (realized)
( 145,500 )
-
Securities due to an increase in expected cash flows
-
-
Balance of credit-related OTTI at December 31
$ 264,977
$ 370,975
The
following table presents the amortized cost and estimated fair value of fixed maturity securities available for sale at December 31,
2021, by contractual maturity. 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.
Schedule
of Investments Classified by Contractual Maturity Date
Amortized
Estimated Fair
Cost
Value
Due in 1 year
$ 68,966
$ 70,024
Due in 2-5 years
62,958,696
65,605,915
Due in 5-10 years
70,740,783
77,346,448
Due in more than 10 years
67,900,269
80,873,410
Mortgage-backed securities
34,365,382
35,109,209
Redeemable preferred stock
269,214
282,597
Total
$ 236,303,310
$ 259,287,603
The
Company is a member of the Federal Home Loan Bank of Des Moines and Dallas (“FHLB”). The Company pledged a total of $ 28,993,126 ,
at estimated fair value, of fixed maturity securities with the FHLB at December 31, 2021. These securities are used as collateral on
any cash borrowings from the FHLB. As of December 31, 2021, the Company owed $- 0 - to the FHLB and its estimated maximum borrowing capacity
was $ 27,054,347 .
56
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2)
Investments (Continued)
Investment
Related Earnings
The
following tables presents the net realized gains and losses from sales, calls, and maturities, unrealized gains and losses on equity
securities, and other than temporary impairments from investments and other assets.
Schedule
of Gain (Loss) on Investments
Years Ended December 31
2021
2020
Fixed maturity securities available for sale:
Gross realized gains
$ 984,740
$ 445,749
Gross realized losses
( 139,728 )
( 77,546 )
Other than temporary impairments
( 39,502 )
( 370,975 )
Equity securities:
Gains on securities sold
390,597
74,836
Unrealized gains on securities held at the end of the period
2,732,130
1,125,304
Other assets:
Gross realized gains
4,786,535
2,342,418
Gross realized losses
( 2,489,140 )
( 1,984,911 )
Total
$ 6,225,632
$ 1,554,875
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 presented as follows.
Schedule of Major
Categories of Net Investment Income
Years Ended December 31
2021
2020
Proceeds from sales
$ 2,896,351
$ 5,477,438
Gross realized gains
208,698
358,236
Gross realized losses
( 4,046 )
( 21,137 )
57
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2)
Investments (Continued)
Major
categories of net investment income were as follows:
Years Ended December 31
2021
2020
Fixed maturity securities available for sale
$ 10,769,979
$ 12,233,394
Equity securities
446,337
642,433
Mortgage loans held for investment
28,758,614
25,672,746
Real estate held for investment and sale
12,334,989
11,945,401
Policy loans
940,890
1,025,179
Insurance assignments
19,062,052
17,837,578
Other investments
131,145
126,013
Cash and cash equivalents
235,470
426,623
Gross investment income
72,679,476
69,909,367
Investment expenses
( 14,414,793 )
( 13,579,564 )
Net investment income
$ 58,264,683
$ 56,329,803
Net
investment income includes income earned by the restricted assets of the cemeteries and mortuaries of $ 1,472,295 and $ 676,313 for the
years ended December 31, 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.
Securities
on deposit for regulatory authorities as required by law amounted to $ 101,681,853 and $ 9,684,409 at December 31, 2021 and 2020, respectively.
The restricted securities are included in various assets under investments on the accompanying consolidated balance sheets.
There
were no investments, aggregated by issuer, in excess of 10% of shareholders’ equity (before net unrealized gains and losses) at
December 31, 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 segments in the form of acquisition, development and mortgage foreclosures.
The Company reports real estate held for investment and held for sale pursuant to the accounting policy discussed in Note 1 of the Notes
to Consolidated Financial Statements.
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.
58
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2)
Investments (Continued)
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 assets that provide operational efficiencies.
The
Company currently owns and operates 11 commercial properties in 5 states. These properties include office buildings, flex office space,
and includes the redevelopment and expansion of its corporate campus (“Center53”) in Salt Lake City, Utah. The Company does
use 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 $ 134,251,205 and $ 71,517,902 as
of December 31, 2021 and 2020, respectively. The associated bank loan carrying values totaled $ 85,663,148 and $ 46,153,283 as of December
31, 2021 and 2020, respectively.
During
the years ended December 31, 2021 and 2020, the Company recorded impairment losses on commercial real estate held for sale of $ 2,028,378
and $ 897,980 , respectively. These impairment losses relate to a funeral home and an office building held by the life insurance segment.
The funeral home was subsequently sold. Impairment losses are included in gains (losses) on investments and other assets on the consolidated
statements of earnings.
The
Company’s commercial real estate held for investment is summarized as follows:
Schedule
of Commercial Real Estate Investment
Net Ending Balance
Total Square Footage
December 31
December 31
2021
2020
2021
2020
Utah (1)
$ 150,105,948
$ 100,927,528
675,920
379,066
Louisiana
2,426,612
2,998,684
31,778
84,841
Mississippi
2,860,775
2,914,498
19,694
21,521
$ 155,393,335
$ 106,840,710
727,392
485,428
(1)
Includes Center53 phase 1 and phase 2
The
Company’s commercial real estate held for sale is summarized as follows:
Net Ending Balance
Total Square Footage
December 31
December 31
2021
2020
2021
2020
Kansas
$ 2,000,000
$ 4,000,000
222,679
222,679
Louisiana
389,145
-
2,872
-
Mississippi (1)
151,553
151,553
-
12,300
Texas (2)
249,000
-
-
$ 2,540,698
$ 4,400,553
225,551
234,979
(1)
Approximately 93 acres of undeveloped land, in 2021, the existing
building was removed
(2)
Improved commercial pad
59
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2)
Investments (Continued)
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.
During
the years ended December 31, 2021 and 2020, the Company recorded impairment losses on residential real estate held for sale of $- 0 - and
$ 43,394 , respectively. These impairment losses are included in gains (losses) on investments and other assets on the consolidated statements
of earnings.
The
net ending balance of foreclosed residential real estate included in residential real estate held for investment or sale is $ 1,190,602
and $ 4,327,079 as of December 31, 2021 and 2020, respectively.
The
Company’s residential real estate held for investment is summarized as follows:
Schedule
of Residential Real Estate Investment
Net Ending Balance
December 31
2021
2020
Utah (1)
$ 41,686,281
$ 24,557,562
Washington (2)
286,181
286,181
Residential Real Estate
Investment
$ 41,972,462
$ 24,843,743
(1) Including subdivision
land developments
(2) Improved residential
lots
The
following table presents additional information regarding the Company’s subdivision land developments in Utah.
December 31
2021
2020
Lots available for sale
67
36
Lots to be developed
548
350
Ending Balance
$ 41,479,434
$ 23,777,478
Residential Real Estate Investment
$ 41,479,434
$ 23,777,478
60
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2)
Investments (Continued)
The
Company’s residential real estate held for sale is summarized as follows:
Net Ending Balance
December 31
2021
2020
Nevada
$ 979,640
$ 979,640
Texas
200,962
-
Ohio
10,000
10,000
Florida
-
744,322
Utah
-
1,744,292
Real Estate held for
Sale
$ 1,190,602
$ 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 commercial real estate owned by the Company. As of December 31, 2021, real
estate owned and occupied by the Company is summarized as follows:
Schedule
of Real Estate Owned and Occupied by the Company
Location
Business Segment
Approximate Square Footage
Square Footage Occupied by the Company
433 West Ascension Way, Salt Lake City, UT - Center53 Phase 2
Corporate Offices, Life Insurance, Cemetery/Mortuary Operations, and Mortgage Operations and Sales
221,000
50 %
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 consolidated balance sheets
Mortgage
Loans Held for Investment
The
Company reports mortgage loans held for investment pursuant to the accounting policy discussed in Note 1 of the Notes to Consolidated
Financial Statements.
Mortgage
loans 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 December
31, 2021, the Company had 70 %, 7 %, 5 %, 4 %, 4 % and 2 % of its mortgage loans from borrowers located in the states of Utah, Florida, California,
Texas, Nevada and Arizona, 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.
61
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2)
Investments (Continued)
The
Company establishes a valuation allowance for credit losses in its mortgage loans held for investment portfolio. The following table
presents the valuation allowance for loan losses as a contra-asset account.
Schedule
of Allowance for Loan Losses as Contra- Asset Account
Commercial
Residential
Residential Construction
Total
December 31, 2021
Allowance for credit losses:
Beginning balance
$ 187,129
$ 1,774,796
$ 43,202
$ 2,005,127
Charge-offs
-
-
-
-
Provision
-
( 305,225 )
-
( 305,225 )
Ending balance
$ 187,129
$ 1,469,571
$ 43,202
$ 1,699,902
Ending balance: individually evaluated for impairment
$ -
$ 105,384
$ -
$ 105,384
Ending balance: collectively evaluated for impairment
$ 187,129
$ 1,364,187
$ 43,202
$ 1,594,518
Mortgage loans:
Ending balance
$ 51,683,022
$ 53,533,712
$ 175,117,783
$ 280,334,517
Ending balance: individually evaluated for impairment
$ 1,723,372
$ 2,548,656
$ -
$ 4,272,028
Ending balance: collectively evaluated for impairment
$ 49,959,650
$ 50,985,056
$ 175,117,783
$ 2,760,162,489
December 31, 2020
Allowance for credit losses:
Beginning balance
$ 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
$ 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
62
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2)
Investments (Continued)
The
following table presents the aging of mortgage loans held for investment.
Schedule of Aging of Mortgage Loans
Commercial
Residential
Residential
Construction
Total
December
31, 2021
30-59
Days Past Due
$ -
$ 3,117,826
$ 1,363,127
$ 4,480,953
60-89
Days Past Due
100,204
580,815
-
681,019
Greater
Than 90 Days (1)
1,723,372
2,052,062
-
3,775,434
In
Process of Foreclosure (1)
-
496,594
-
496,594
Total
Past Due
1,823,576
6,247,297
1,363,127
9,434,000
Current
49,859,446
47,286,415
173,754,656
270,900,517
Total
Mortgage Loans
51,683,022
53,533,712
175,117,783
280,334,517
Allowance
for Loan Losses
( 187,129 )
( 1,469,571 )
( 43,202 )
( 1,699,902 )
Unamortized
deferred loan fees, net
( 36,813 )
( 498,600 )
( 383,173 )
( 918,586 )
Unamortized
discounts, net
( 240,614 )
( 169,369 )
-
( 409,983 )
Net
Mortgage Loans
$ 51,218,466
$ 51,396,172
$ 174,691,408
$ 277,306,046
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.
63
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2)
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 are summarized as follows:
Schedule of Impaired Mortgage Loans
Recorded Investment
Unpaid Principal Balance
Related Allowance
Average Recorded Investment
Interest Income Recognized
December 31, 2021
With no related allowance recorded:
Commercial
$ 1,723,372
$ 1,723,372
$ -
$ 1,053,865
$ -
Residential
1,591,368
1,591,368
-
2,731,421
-
Residential construction
-
-
-
100,481
-
With an allowance recorded:
Commercial
$ -
$ -
$ -
$ -
$ -
Residential
957,288
957,288
105,384
726,449
-
Residential construction
-
-
-
-
-
Total:
Commercial
$ 1,723,372
$ 1,723,372
$ -
$ 1,053,865
$ -
Residential
2,548,656
2,548,656
105,384
3,457,870
-
Residential construction
-
-
-
100,481
-
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
-
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.
64
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
2)
Investments (Continued)
The
Company’s performing and non-performing mortgage loans held for investment are summarized as follows:
Schedule of Credit Risk of Mortgage Loans Based on Performance Status
Commercial
Residential
Residential Construction
Total
December 31
December 31
December 31
December 31
2021
2020
2021
2020
2021
2020
2021
2020
Performing
$ 49,959,650
$ 44,688,039
$ 50,985,056
$ 87,889,768
$ 175,117,783
$ 110,910,814
$ 276,062,489
$ 243,488,621
Non-performing
1,723,372
2,148,827
2,548,656
7,932,680
-
200,963
4,272,028
10,282,470
Total
$ 51,683,022
$ 46,836,866
$ 53,533,712
$ 95,822,448
$ 175,117,783
$ 111,111,777
$ 280,334,517
$ 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 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 $ 236,000 and $ 491,000 as of December 31, 2021 and 2020, respectively.
Principal
Amounts Due
The
following table presents the amortized cost and contractual payments on mortgage loans held for investment by category as of December
31, 2021. Expected principal payments may differ from contractual obligations because certain borrowers may elect to pay off mortgage
obligations with or without early payment penalties.
Schedule
of Mortgage loans Held for Investment
Principal
Principal
Principal
Amounts
Amounts
Amounts
Due in
Due in
Due
Total
1 Year
2-5 Years
Thereafter
Residential
$ 53,533,712
$ 7,451,252
$ 6,031,628
$ 40,050,832
Residential Construction
175,117,783
145,711,262
29,406,521
-
Commercial
51,683,022
17,007,282
25,761,914
8,913,826
Total
$ 280,334,517
$ 170,169,796
$ 61,200,063
$ 48,964,658
65
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
3)
Loans Held for Sale
The
Company 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 consolidated statement of earnings. See Note 17 of the Notes
to Consolidated Financial Statements for additional disclosures regarding loans held for sale.
The
following table presents the aggregate fair value and the aggregate unpaid principal balance of loans held for sale.
Schedule
of Aggregate Fair Value - Loans Held for Sale
2021
2020
December 31
2021
2020
Aggregate fair value
$ 302,776,827
$ 422,772,418
Unpaid principal balance
294,481,503
406,407,323
Unrealized gain
8,295,324
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 summarized as follows:
Schedule of Mortgage Fee Income for Loans Held for Sale
2021
2020
Years Ended December 31
2021
2020
Loan fees
$ 37,723,433
$ 43,432,532
Interest income
9,385,469
10,628,581
Secondary gains
230,417,029
231,759,342
Change in fair value of loan commitments
( 3,113,095 )
7,637,377
Change in fair value of loans held for sale
( 8,783,376 )
10,413,492
Provision for loan loss reserve
( 2,211,230 )
( 4,938,214 )
Mortgage fee income
$ 263,418,230
$ 298,933,110
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.
66
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
3)
Loans Held for Sale (Continued)
The
loan loss reserve, which is included in other liabilities and accrued expenses, is summarized as follows:
Schedule
of Loan Loss Reserve Included in Other Liabilities and Accrued Expenses
2021
2020
December 31
2021
2020
Balance, beginning of period
$ 20,583,618
$ 4,046,288
Provision for current loan originations (1)
2,211,230
4,938,214
Additional provision for loan loss reserve
-
16,506,030
Charge-offs, net of recaptured amounts
( 20,347,709 )
( 4,906,914 )
Balance, at December 31
$ 2,447,139
$ 20,583,618
(1)
Included in Mortgage fee income
The
Company maintains reserves for estimated losses on current production volumes. For the year ended December 31, 2021, $ 2,211,230 in reserves
were added at a rate of 3.9 basis points per loan, the equivalent of $ 390 per $ 1,000,000 in loans originated. This is a decrease over
the year ended December 31, 2020, when $ 4,938,214 in reserves were added at a rate of 8.9 basis points per loan originated, the equivalent
of $ 890 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 10 for additional information
regarding mortgage loan loss settlements. The unique nature of COVID-19 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 December 31, 2021, represents its best estimate for adequate loss reserves
on loans sold.
67
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
4)
Receivables
Receivables
consist of the following:
Schedule of Receivables
December 31
2021
2020
Trade contracts
$ 5,298,636
$ 4,119,988
Receivables from sales agents
2,360,807
2,677,774
Other
12,457,398
5,786,827
Total receivables
20,116,841
12,584,589
Allowance for doubtful accounts
( 1,800,725 )
( 1,685,382 )
Net receivables
$ 18,316,116
$ 10,899,207
5)
Value of Business Acquired, Intangible Assets and Goodwill
Information
with regard to value of business acquired was as follows:
Schedule of Value of Business Acquired
2021
2020
December 31
2021
2020
Balance at beginning of year
$ 8,955,249
$ 9,876,647
Value of business acquired
586,840
-
Imputed interest at 7 % included in earnings
613,028
670,565
Amortization included in earnings
( 1,728,157 )
( 1,457,390 )
Shadow amortization included in other comprehensive income
( 5,528 )
( 134,573 )
Net amortization
( 1,120,657 )
( 921,398 )
Balance at end of year
$ 8,421,432
$ 8,955,249
Presuming
no additional acquisitions, net amortization charged to income is expected to approximate $ 1,059,000 , $ 972,000 , $ 893,000 , $ 810,000 , and
$ 753,000 for the years 2022 through 2027 . Actual amortization may vary based on changes in assumptions or experience. As of December
31, 2021, value of business acquired is being amortized over a weighted average life of 5.9 years.
68
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
5)
Value of Business Acquired, Intangible Assets and Goodwill (Continued)
The
carrying value of the Company’s intangible assets were as follows which is included in other assets:
Schedule of Carrying Value of Intangible Asset
December 31
Useful Life
2021
2020
Intangible asset - trade name (1)
15 years
$ 2,100,000
$ -
Intangible asset - customer lists
15 years
890,000
890,000
Intangible asset - trade name (2)
15 years
610,000
610,000
Intangible assets - other (1)
15 years
210,000
-
Less accumulated amortization
( 297,333 )
( 197,334 )
Balance at end of year
$ 3,512,667
$ 1,302,666
(1)
See Note 20 regarding the acquisition of Rivera Funerals, Cremations
and Memorial Gardens
(2)
Kilpatrick Life
Information
regarding goodwill by segment was as follows:
Schedule of Goodwill by Segment
Life Insurance
Cemetery/
Mortuary
Total
Balance at January 1, 2020:
Goodwill
$ 2,765,570
$ 754,018
$ 3,519,588
Accumulated impairment
-
-
-
Total goodwill, net
2,765,570
754,018
3,519,588
Acquisition
-
-
-
Balance at December 31, 2020:
Goodwill
2,765,570
754,018
3,519,588
Accumulated impairment
-
-
-
Total goodwill, net
2,765,570
754,018
3,519,588
Acquisition
-
1,734,195 (1)
1,734,195
Balance at December 31, 2021:
Goodwill
2,765,570
2,488,213
5,253,783
Accumulated impairment
-
-
-
Total goodwill, net
$ 2,765,570
$ 2,488,213
$ 5,253,783
(1)
See Note 20 regarding the acquisition of Rivera Funerals, Cremations and Memorial Gardens and Holbrook Mortuary
Goodwill is not amortized but is tested annually
for impairment. The annual impairment tests resulted in no impairment of goodwill for the years ended December 31, 2021 and 2020.
69
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
6)
Property and Equipment
Property
and equipment is summarized below:
Schedule of Property, Plant and Equipment
2021
2020
December 31
2021
2020
Land and buildings
$ 16,532,593
$ 11,972,802
Furniture and equipment
24,799,115
19,679,682
Property, Plant and Equipment, Gross
41,331,708
31,652,484
Less accumulated depreciation
( 19,814,110 )
( 19,179,139 )
Total
$ 21,517,598
$ 12,473,345
Depreciation
expense for the years ended December 31, 2021 and 2020 was $ 1,935,613 and $ 2,078,738 , respectively. During 2021, the Company reclassified
a building with a gross building cost of $ 3,640,755 with its associated accumulated depreciation of $ 532,074 from property and equipment
to real estate held for investment. During 2020, the Company demolished a building with a gross building cost of $ 1,723,000 with its
associated accumulated depreciation (net book value of $- 0 -) and transferred land with a cost of $ 1,516,700 to real estate held for investment
to make way for phase 2 of the redevelopment and expansion of Center53. See Note 20 for additional information regarding property and
equipment acquired through acquisitions.
70
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
7)
Bank and Other Loans Payable
Bank
and other loans payable are summarized as follows:
Summary of Bank Loans Payable
December 31
2021
2020
-
633,890
4.27 % fixed note payable in monthly installments of $ 53,881 including principal and
interest, collateralized by shares of Security National Life Insurance Company stock, paid in full December 2021.
-
633,890
Prime rate note payable in monthly installments of $ 75,108 including principal and interest,
collateralized by shares of Security National Life Insurance Company stock, due December 2024.
2,481,878
3,257,113
4.329 % fixed note payable in monthly installments of $ 9,775 including principal and interest,
collateralized by real property with a book value of approximately $ 3,103,000 , due September 2025.
1,825,608
1,861,920
4.00 % variable with LIBOR at a 1 % floor and a spread at 3 % rate construction loan collateralized by
real property with a book value of approximately $ 64,730,000 , due March 2024.
34,547,181
-
2.5 % above the monthly LIBOR rate plus 1/16th of the monthly LIBOR rate construction loan payable in
monthly principal payments of $ 113,000 plus interest, collateralized by real property with a book value of approximately
$ 49,118,000 , paid in full March 2021.
-
35,091,364
3.30 % fixed note payable in monthly installments of $ 179,562 including principal and interest,
collateralized by real property with a book value of approximately $ 49,118,000 , due April 2051.
40,090,359
-
4.7865 % fixed interest only note payable in monthly installments, collateralized by real property with
a book value of approximately $ 17,301,000 , due June 2028.
9,200,000
9,200,000
1 month LIBOR rate plus 2.1 % loan purchase agreement with a warehouse line availability of
$ 100,000,000 , matures June 2022.
66,305,025
116,598,834
1 month LIBOR rate plus 2 % loan purchase agreement with a warehouse line availability of $ 100,000,000 ,
matures August 2022.
50,555,909
68,766,572
1 month LIBOR rate plus 2.15 % loan purchase agreement with a warehouse line availability of
$ 75,000,000 , matures May 2022.
43,196,986
60,715,374
1 month LIBOR rate plus 2.0 % loan purchase agreement with a warehouse line availability of
$ 100,000,000 , matures June 2022.
1,764,386
-
1 month LIBOR rate plus 2.5 % loan purchase agreement with a warehouse line availability of $ 5,000,000 ,
matured August 2021.
-
317,582
Other short-term borrowings (1)
1,250,000
1,250,000
Finance lease liabilities
62,767
104,951
Other loans payable
6,828
26,768
Total bank and other loans
251,286,927
297,824,368
Less current installments
164,747,672
284,250,996
Bank and other loans, excluding current installments
$ 86,539,255
$ 13,573,372
(1)
Revolving Line of Credit
71
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
7)
Bank and Other Loans Payable (Continued)
Sources
of Liquidity
Federal
Home Loan Bank Membership
The
Federal Home Loan Banks (“the FHLBs”) are a group of cooperatives that lending institutions use to finance housing and economic
development in local communities. The Company is a member of the FHLB based in Des Moines, Iowa and based in Dallas, Texas. As a member
of the FHLB, the Company is required to maintain a minimum investment in capital stock of the FHLB and may pledge collateral to the bank
for advances of funds to be used in its operations.
Federal
Home Loan Bank of Des Moines
At
December 31, 2021, the amount available for borrowings from the FHLB of Des Moines was approximately $ 19,259,722 , compared with $ 39,102,336
at December 31, 2020. United States Treasury fixed maturity securities with an estimated fair value of $ 20,244,900 at December 31, 2021
have been pledged at the FHLB of Des Moines as collateral for current and potential borrowings compared with $ 40,729,400 at December
31, 2020. At December 31, 2021 and 2020, the Company had no outstanding FHLB borrowings. At December 31, 2021, the Company’s total
investment in FHLB stock was $ 826,800 compared with $ 786,300 at December 31, 2020. The Company’s increased investment in FHLB stock
was a result of its increase in short-term FHLB borrowings during 2021. At December 31, 2021, the Company was contingently liable under
a standby letter of credit aggregating $ 443,758 , to be used as collateral to cover any contingency related to additional risk assessments
pertaining to the Company’s captive insurance program.
Federal
Home Loan Bank of Dallas
At
December 31, 2021, the amount available for borrowings from the FHLB of Dallas was approximately $ 7,794,625 , compared with $- 0 - at December
31, 2020. Mortgage-Backed fixed maturity securities with an estimated fair value of $ 8,774,352 at December 31, 2021 have been pledged
at the FHLB of Dallas as collateral for current and potential borrowings compared with $- 0 - at December 31, 2020. At December 31, 2021
and 2020, the Company had no outstanding FHLB borrowings. At December 31, 2021, the Company’s total investment in FHLB stock was
$ 1,720,300 compared with $ 1,720,300 at December 31, 2020.
Revolving
Lines of Credit
The
Company has a $ 2,000,000 revolving line-of-credit with a bank with interest payable at the prime rate minus .75%, secured by the capital
stock of Security National Life and maturing December 31, 2022 , renewable annually. At December 31, 2021, the Company was contingently
liable under standby letters of credit aggregating $ 941,711 , to be used as collateral for residential subdivision land developments.
The standby letters of credit will draw on the line of credit if necessary. The Company does not expect any material losses to result
from the issuance of the standby letters of credit. As of December 31, 2021, there were no amounts outstanding under the revolving line-of-credit.
The
Company also has a $ 2,500,000 revolving line-of-credit with a bank with interest payable at the overnight LIBOR rate plus 2.25 % maturing
December 31, 2022 . As of December 31, 2021, there was $ 1,250,000 outstanding under the revolving line-of-credit.
Debt
Covenants for Mortgage Warehouse Lines of Credit
The
Company, through its subsidiary SecurityNational 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 . SecurityNational 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 .
72
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
7)
Bank and Other Loans Payable (Continued)
The
Company, through its subsidiary SecurityNational Mortgage, has a line of credit with Texas Capital Bank N.A. This agreement with the
bank allows SecurityNational 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 August 9, 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 four-quarter basis.
The
Company through its subsidiary SecurityNational Mortgage, has a line of credit with Comerica Bank. This agreement with the bank allows
SecurityNational 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 2.15 % 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 SecurityNational Mortgage, has a line of credit with U.S Bank. This agreement with the bank allows SecurityNational
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.
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 December 31, 2021, the Company was in compliance with all debt covenants.
The
following tabulation shows the combined maturities of bank and other loans payable:
Schedule of Combined Maturities of Bank Loans Payable, Lines of Credit and Notes and Contracts Payable
2022
$ 164,747,672
2023
1,745,541
2024
36,333,278
2025
2,512,683
2026
735,981
Thereafter
45,211,772
Total
$ 251,286,927
Interest
expense in 2021 and 2020 was $ 7,127,516 and $ 8,578,810 , respectively. Interest paid in 2021 and 2020 was $ 7,290,867 and $ 8,385,270 , respectively.
73
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
8)
Cemetery Perpetual Care Trust Investments and Obligation and Restricted Assets
State
law requires the Company to pay into endowment care trusts a portion of the proceeds from the sale of certain cemetery property interment
rights for cemeteries that have established an endowment care trust. These endowment care trusts are defined as variable interest entities
pursuant to GAAP. Also, management has determined that the Company is the primary beneficiary of these trusts, as it absorbs both a majority
of the losses and returns associated with the trusts. The Company has consolidated cemetery endowment care trust investments with a corresponding
amount recorded as Cemetery Perpetual Care Obligation in the accompanying consolidated balance sheets .
The
components of the cemetery perpetual care investments and obligation are as follows:
Schedule of The Components of The Cemetery Perpetual Care Obligation
2021
2020
December 31
2021
2020
Cash and cash equivalents
$ 1,059,519
$ 402,913
Fixed maturity securities, available for sale, at estimated fair value
784,765
747,767
Equity securities, at estimated fair value
3,302,480
2,062,303
Participating interests in residential construction mortgage loans held for investment with Security National Life
1,823,533
1,468,600
Real estate held for investment
865,424
1,731,584
Total cemetery perpetual care trust investments
7,835,721
6,413,167
Cemetery perpetual care obligation
( 4,915,285 )
( 4,087,704 )
Trust investments in excess of trust obligations
$ 2,920,436
$ 2,325,463
74
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
8)
Cemetery Perpetual Care Trust Investments and Obligation and Restricted Assets (Continued)
The
Company has also established certain restricted assets to provide for future merchandise and service obligations incurred in connection
with its pre-need sales for its cemetery and mortuary segment.
Restricted
cash also represents escrows held for borrowers and investors under servicing and appraisal agreements relating to mortgage loans, funds
held by warehouse banks in accordance with loan purchase agreements and funds held in escrow for certain real estate construction development
projects. Additionally, the Company elected to maintain its medical benefit fund without change from the prior year and has included
this amount as a component of restricted cash. These restricted cash items are for the Company’s life insurance and mortgage segments.
Restricted
assets are summarized as follows:
Schedule of Restricted Assets in Cemetery and Mortuary Endowment Care and Pre need Merchandise Funds
2021
2020
December 31
2021
2020
Cash and cash equivalents (1)
$ 9,000,293
$ 8,842,744
Fixed maturity securities, available for sale, at estimated fair value
1,601,688
1,473,637
Equity securities, at estimated fair value
3,603,822
2,515,778
Participating interests in mortgage loans held for investment with Security
National Life
2,732,319
3,317,877
Total
$ 16,938,122
$ 16,150,036
(1)
Including cash and cash equivalents of $ 7,869,295 and $ 852,499 as of December 31, 2021 and 2020, respectively, for the life insurance and mortgage segments.
A
surplus note receivable in the amount of $ 4,000,000 at
December 31, 2021 and 2020, from Security National Life,
was eliminated in consolidation.
See
Notes 1 and 17 for additional information regarding restricted assets.
75
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
9)
Income Taxes
The
Company’s income tax liability is summarized as follows:
Summary of Income Tax Liability
2021
2020
December 31
2021
2020
Current
$ ( 1,558,687 )
$ 2,595,877
Deferred
32,594,783
22,662,923
Total
$ 31,036,096
$ 25,258,800
Significant
components of the Company’s deferred tax (assets) and liabilities are approximately as follows:
Schedule of Deferred Tax Assets and Liabilities
2021
2020
December 31
2021
2020
Assets
Future policy benefits
$ ( 13,015,255 )
$ ( 12,657,045 )
Loan loss reserve
( 636,256 )
( 5,352,942 )
Unearned premium
( 642,755 )
( 699,011 )
Net operating loss
( 898,029 )
( 334,085 )
Deferred compensation
( 2,750,406 )
( 2,833,298 )
Deposit obligations
( 635,878 )
( 610,041 )
Other
( 1,712,895 )
( 1,269,533 )
Less: Valuation allowance
882,535
961,920
Total deferred tax assets
( 19,408,939 )
( 22,794,035 )
Liabilities
Deferred policy acquisition costs
17,166,200
16,430,001
Basis difference in property, equipment and real estate
9,247,242
5,312,787
Value of business acquired
1,768,501
1,880,602
Deferred gains
15,598,360
12,124,226
Trusts
1,064,387
1,064,387
Tax on unrealized appreciation
7,159,032
8,644,955
Total deferred tax liabilities
52,003,722
45,456,958
Net deferred tax liability
$ 32,594,783
$ 22,662,923
The
valuation allowance relates to differences between recorded deferred tax assets and liabilities and ultimate anticipated realization.
76
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
9)
Income Taxes (Continued)
The
Company’s income tax expense is summarized as follows:
Schedule of Components of Income Tax Expense (Benefit)
2021
2020
December 31
2021
2020
Current
Federal
$ 629,921
$ 10,678,612
State
343,428
2,320,233
Total Current Income Tax Expense (Benefit)
973,349
12,998,845
Deferred
Federal
9,832,556
2,677,943
State
1,475,880
176,726
Total Deferred Income Tax
Expense (Benefit)
11,308,436
2,854,669
Total
$ 12,281,785
$ 15,853,514
The
reconciliation of income tax expense at the U.S. federal statutory rates is as follows:
Schedule of Effective Income Tax Rate Reconciliation
2021
2020
December 31
2021
2020
Computed expense at statutory rate
$ 10,878,163
$ 15,004,527
State tax expense, net of federal tax benefit
1,437,255
1,972,598
Change in valuation allowance
( 79,385 )
( 1,477,474 )
Other, net
45,752
353,863
Income tax expense
$ 12,281,785
$ 15,853,514
The
Company’s overall effective tax rate for the years ended December 31, 2021 and 2020 was 23.7 % and 22.2 % 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 and a decrease
to the valuation allowance. The increase in the effective tax rate when compared to the prior year is partially due to a smaller decrease
to the valuation allowance in the current period when compared to the prior period year.
At
December 31, 2021, the Company had no significant unrecognized tax benefits. As of December 31, 2021, the Company does not expect any
material changes to the estimated amount of unrecognized tax benefits in the next twelve months. Federal and state income tax returns
for 2018 through 2021 are subject to examination by taxing authorities.
Net
Operating Losses and Tax Credit Carryforwards:
Summary of Operating Loss Carryforwards
Year of Expiration
2022
$ -
2023
-
2024
-
2025
-
2026
-
Thereafter up through 2037
1,237,784
Indefinite carryforwards
2,742,661
$ 3,980,445
77
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
10)
Reinsurance, Commitments and Contingencies
Reinsurance
The
Company follows the procedure of reinsuring risks in excess of a specified limit, which ranged from $ 25,000 to $ 100,000 during the years
2021 and 2020. 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 having insurance in force amounting to approximately $ 129,000,000 and approximately
$ 96,000,000 at December 31, 2021 and 2020, respectively. See Financial Statement Schedule IV for information regarding premiums for direct
business, reinsurance assumed and reinsurance ceded.
Mortgage
Loan Loss Settlements
Future
loan losses can be extremely difficult to estimate. However, the Company believes that its reserve methodology and its current practice
of property preservation allow it to estimate potential losses on loans sold. The estimated liability for indemnification losses is included
in other liabilities and accrued expenses and, as of December 31, 2021 and 2020, the balances were $ 2,447,000 and $ 20,584,000 , respectively.
The Company believes that the loan loss reserve as of December 31, 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, SecurityNational Mortgage Company (“SecurityNational 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 SecurityNational
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, SecurityNational 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 SecurityNational
Mortgage, both the complaint filed in May 2011 and that filed in June 2011 were later resolved. In 2016, certain other pending loan disputes
between SecurityNational 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 SecurityNational
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 SecurityNational 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 SecurityNational 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”).
In
2018, Lehman Holdings filed a separate adversary proceeding complaint against SecurityNational 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.
SecurityNational 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.
78
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
10)
Reinsurance, Commitments and Contingencies (Continued)
On
February 1, 2021, SecurityNational 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 SecurityNational Mortgage and Lehman Holdings. The full amount of SecurityNational 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.
Non-Cancelable
Leases
The
Company leases office space and equipment under various non-cancelable agreements. See Note 24 regarding leases.
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 December 31, 2021, the Company’s commitments were approximately $ 329,903,000 , for these loans of which $ 179,674,000
had been funded. The Company advances 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 5.50 % 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 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.
79
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
11)
Retirement Plans
The
Company and its subsidiaries had a noncontributory Employee Stock Ownership Plan (“ESOP”) for all eligible employees. Eligible
employees are primarily those with more than one year of service, who work in excess of 1,000 hours per year. Contributions, which may
be in cash or stock of the Company, are determined annually by the Board of Directors. The Company’s contributions are allocated
to eligible employees based on the ratio of each eligible employee’s compensation to total compensation for all eligible employees
during each year. The Company did not make any contributions for the years ended December 31, 2021 and 2020. On November 25, 2019, the
Company distributed a notice of intent to terminate the ESOP Plan to all current plan participants. The Company also filed Form 5310
application for determination for terminating plan, with the IRS on December 6, 2019. As of the 4 th quarter of 2020, the Company
began to distribute the ESOP Plan assets to participants that had made a distribution election. The Company received approval of its
application from the IRS and distributed all the remaining ESOP Plan assets to the participants during 2021.
The
Company has three 401(k) savings plans covering all eligible employees which includes employer participation in accordance with the provisions
of Section 401(k) of the Internal Revenue Code. The plans allow participants to make pretax contributions up to a maximum of $ 19,500
and $ 19,500 for the years 2021 and 2020, respectively or the statutory limits. Beginning in January 2008, the Company elected to be a
“Safe Harbor” Plan for its matching 401(k) contributions. The Company matched 100% of up to 3% of an employee’s total
annual compensation and matched 50% of 4% to 5% of an employee’s annual compensation. The match was in Company stock. The Company’s
contribution for the years ended December 31, 2021 and 2020 was $ 2,820,315 and $ 1,690,568 , respectively under the “Safe Harbor”
plan.
In
2001, the Company’s Board of Directors adopted a Non-Qualified Deferred Compensation Plan, and this plan was amended in 2005. Under
the terms of the Plan, the Company will provide deferred compensation for a select group of management or highly compensated employees,
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. The
Board has appointed a Committee of the Company to be the Plan Administrator and to determine the employees who are eligible to participate
in the plan. The employees who participate may elect to defer a portion of their compensation into the plan. The Company may contribute
into the plan at the discretion of the Company’s Board of Directors. The Company did not make any contributions for 2021 and 2020.
Effective
December 4, 2018, the Board members approved a motion to extend the Chief Executive Officer’s employment agreement, dated December
4, 2012, for an additional four-year term ending December 2022. In the event of disability, the Chief Executive Officer’s salary
would be continued for up to five years at 75% of its current level of compensation. In the event of a sale or merger of the Company
and the Chief Executive Officer is not retained in his current position, the Company would be obligated to continue paying the Chief
Executive Officer’s current compensation and benefits for seven years following the merger or sale. The agreement further provides
that the Chief Executive Officer is entitled to receive annual retirement benefits beginning (i) one month from the date of his retirement
(to commence no sooner than age 65), (ii) five years following complete disability, or (iii) upon termination of his employment without
cause. These retirement benefits are to be paid for a period of twenty years in annual installments in the amount equal to 75% of his
then current level of compensation. In the event that the Chief Executive Officer dies prior to receiving all retirement benefits thereunder,
the remaining benefits are to be paid to his heirs. The Company expensed $ 900,000 and $ 900,000 during the years ended December 31, 2021
and 2020, respectively, to cover the present value of anticipated retirement benefits under the employment agreement. The liability accrued
was $ 7,556,363 and $ 6,656,363 as of December 31, 2021 and 2020, respectively.
80
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
11)
Retirement Plans (Continued)
The
Company, through its wholly owned subsidiary, SecurityNational Mortgage, also has an employment agreement with its former Vice President
of Mortgage Operations and President of SecurityNational Mortgage, who retired from the Company on December 31, 2015. Under the terms
of the employment agreement, this individual is entitled to receive retirement benefits from the Company for a period of ten years in
an amount equal to 50% of his rate of compensation at the time of his retirement , which was $ 267,685 for the year ended December 31,
2015. Such retirement payments are paid monthly during the ten-year period. In the event that this individual dies prior to receiving
all of his retirement benefits under his employment agreement, the remaining benefits will be made to his heirs. The company paid $ 133,843
and $ 133,843 in retirement compensation to this individual during the years ended December 31, 2021 and 2020, respectively. The liability
accrued was $ 535,370 and $ 669,212 as of December 31, 2021 and 2020, respectively and is included in Other liabilities and accrued expenses
on the consolidated balance sheets.
12)
Capital Stock
The
Company has one class of preferred stock of $ 1.00 par value, 5,000,000 shares authorized, of which no ne are issued. The preferred stock
is non-voting.
The
Company has two classes of common stock with shares outstanding, Class A common shares and Class C common shares. Class C shares have
10 votes per share on all matters except for the election of one third of the directors who are elected solely by the Class A shares.
Class C shares are convertible into Class A shares at any time on a one to one ratio. The decrease in treasury stock was the result of
treasury stock being used to fund the company’s 401(k) and deferred compensation plans.
Stockholders
of both Class A and Class C common stock have received 5% stock dividends in the years 1990 through 2019, a 7.5% stock dividend in the
year 2020, and a 5% stock dividend in the year 2021, as authorized by the Company’s Board of Directors.
The
Company has Class B common stock of $ 1.00 par value, 5,000,000 shares authorized, of which no ne are issued. Class B shares are non-voting
stock except to any proposed amendment to the Articles of Incorporation which would affect Class B common stock.
The
following table summarizes the activity in shares of capital stock.
Summary
of Activities in Shares of Capital Stock
Class A
Class C
Outstanding shares at December 31, 2019
16,107,779
2,500,887
Exercise of stock options
68,970
130,820
Stock dividends
405,210
61,720
Conversion of Class C to Class A
13,824
( 13,824 )
Outstanding shares at December 31, 2020
16,595,783
2,679,603
Exercise of stock options
160,282
104,656
Stock dividends
837,410
131,553
Conversion of Class C to Class A
49,247
( 49,247 )
Outstanding shares at December 31, 2021
17,642,722
2,866,565
81
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
12)
Capital Stock (Continued)
Earnings
per share amounts have been retroactively adjusted for the effect of annual stock dividends. In accordance with GAAP, the basic and diluted
earnings per share amounts were calculated as follows:
Schedule of Earnings Per Share, Basic and Diluted
2021
2020
Years Ended December 31
2021
2020
Numerator:
Net earnings
$ 39,518,990
$ 55,596,613
Denominator:
Denominator for basic earnings per share-weighted-average shares
20,154,878
19,788,984
Effect of dilutive securities
Employee stock options
774,206
465,423
Dilutive potential common shares
774,206
465,423
Denominator for diluted earnings per share-adjusted weighted-average
shares and assumed conversions
20,929,084
20,254,407
Basic earnings per share
$ 1.96
$ 2.81
Diluted earnings per share
$ 1.89
$ 2.74
For
the years ended December 31, 2021 and 2020, there were 50,000 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.
82
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
13)
Stock Compensation Plans
The
Company has two fixed option plans (the “2013 Plan” and the “2014 Director Plan”). Compensation expense for options
issued of $ 118,384 and $ 358,878 has been recognized under these plans for the years ended December 31, 2021 and 2020, respectively, and
is included in personnel expenses on the consolidated statements of earnings. As of December 31, 2021, the total unrecognized compensation
expense related to the options issued was $ 875,735 , which is expected to be recognized over the vesting period of one year.
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.
The
following table summarizes the assumptions used in estimating the fair value of each option granted along with the weighted-average fair
value of the options granted.
Schedule of Assumptions Used
Assumptions
Grant Date
Plan
Weighted-Average Fair Value of Each Option
Expected Dividend Yield (1)
Underlying stock FMV
Weighted-Average Volatility
Weighted-Average Risk-Free Interest Rate
Weighted-Average Expected Life (years)
December 3, 2021
All Plans
$ 2.99
5 %
$ 8.62
36.50 %
1.15 %
5.31
March 27, 2020
All Plans
$ 0.65
5 %
$ 3.76
32.29 %
1.64 %
4.82
(1)
Stock dividend
83
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
13)
Stock Compensation Plans (Continued)
Activity
of the stock option plans is summarized as follows:
Schedule of Activity of Stock Option Plans
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
$ 4.20
594,132
$ 5.10
Adjustment for the effect of stock dividends
27,968
19,354
Granted
77,000
180,000
Exercised
( 116,487 )
( 130,820 )
Cancelled
( 1,671 )
-
Outstanding at December 31, 2020
1,072,863
$ 4.12
662,666
$ 4.50
Adjustment for the effect of stock dividends
47,594
33,136
Granted
89,500
230,000
Exercised
( 183,935 )
( 104,656 )
Cancelled
( 1,671 )
-
Outstanding at December 31, 2021
1,024,351
$ 4.61
821,146
$ 5.48
Exercisable at end of year
934,851
$ 4.23
591,146
$ 4.26
Available options for future grant
232,376
16,689
Weighted average contractual term of options outstanding at December 31, 2021
4.54 years
7.24 years
Weighted average contractual term of options exercisable at December 31, 2021
4.03 years
6.62 years
Aggregated intrinsic value of options outstanding at December 31, 2021 (1)
$ 4,700,708
$ 3,009,168
Aggregated intrinsic value of options exercisable at December 31, 2021 (1)
$ 4,648,798
$ 2,918,768
(1)
The Company used a stock price of $ 9.20 as of December 31,
2021 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 years ended December 31, 2021 and 2020 was $ 1,153,417 and $ 663,901 , respectively.
84
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
14)
Statutory Financial Information and Dividend Limitations
The
Company’s insurance subsidiaries prepare their statutory-basis financial statements in conformity with accounting practices prescribed
or permitted by the insurance department of the applicable state of domicile. Prescribed statutory accounting practices include a variety
of publications of the NAIC, as well as state laws, regulations and general administrative rules. Permitted statutory accounting practices
encompass all accounting practices not so prescribed.
The
states in which the Company’s life insurance subsidiaries are domiciled require the preparation of statutory-basis financial statements
in conformity with the NAIC Accounting Practices and Procedures Manual, subject to any deviations prescribed or permitted by the applicable
insurance commissioner and/or director. Statutory accounting practices differ from GAAP primarily since they require charging policy
acquisition and certain sales inducement costs to expense as incurred, establishing life insurance reserves based on different actuarial
assumptions, and valuing certain investments and establishing deferred taxes on a different basis.
Statutory
net income and capital and surplus of the Company’s insurance subsidiaries, determined in accordance with statutory accounting
practices prescribed or permitted by insurance regulatory authorities are as follows:
Schedule of Statutory Accounting Practices
Statutory Net Income
Statutory Capital and Surplus
Years Ended December 31
December 31
2021
2020
2021
2020
Amounts by insurance subsidiary:
Security National Life Insurance Company
$ 5,552,116
$ 6,054,764
$ 57,424,808
$ 53,089,185
Kilpatrick Life Insurance Company
1,312,718
1,574,128
15,566,231
15,177,996
First Guaranty Insurance Company
624,550
790,221
7,734,357
7,045,644
Memorial Insurance Company of America
37
55
-
1,088,034
Southern Security Life Insurance Company, Inc.
275
183
1,578,225
1,581,647
Trans-Western Life Insurance Company
( 2,089 )
( 1,527 )
508,547
510,636
Total
$ 7,487,607
$ 8,417,824
$ 82,812,168
$ 78,493,142
The
Utah, Louisiana, Mississippi and Texas Insurance Departments impose minimum risk-based capital (RBC) requirements that were developed
by the NAIC on insurance enterprises. The formulas for determining the RBC specify various factors that are applied to financial balances
or various levels of activity based on the perceived degree of risk. Regulatory compliance is determined by a ratio (the Ratio) of the
enterprise’s regulatory total adjusted capital, as defined by the NAIC, to its authorized control level, as defined by the NAIC.
Enterprises below specific trigger points or ratios are classified within certain levels, each of which requires specified corrective
action. The life insurance subsidiaries each have a ratio that is greater than the first level of regulatory action as of December 31,
2021.
Generally,
the net assets of the life insurance subsidiaries available for transfer to the Company are limited to the amounts of the life insurance
subsidiaries net assets, as determined in accordance with statutory accounting practices, that exceed minimum statutory capital requirements.
Additional requirements must be met depending on the state, and payments of such amounts as dividends are subject to approval by regulatory
authorities.
85
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
14)
Statutory Financial Information and Dividend Limitations (Continued)
Under
the Utah Insurance Code, Security National Life Insurance Company is permitted to pay stockholder dividends, or otherwise make distributions,
to the Company subject to certain limitations. Security National Life Insurance Company must ensure that its surplus held for policyholders
is reasonable in relation to its outstanding liabilities and adequate to its financial needs after payment of any such dividend or distribution.
Furthermore, where any dividend or distribution, together with all other dividends and distributions made within the preceding 12 months,
exceeds the lesser of (i) 10% of its surplus held for policyholders as of the next preceding December 31; or (ii) its net gain from operations,
not including realized capital gains, for the 12-month period ending the next preceding December 31, such dividend or distribution constitutes
“extraordinary” under Utah law and Security National Life Insurance Company would be required to file notice of its intention
to declare such a dividend or make such a distribution with the Utah Commissioner and the Utah Commissioner must either approve the distribution
or dividend or not disapprove the dividend or distribution within 30 days’ of the notice filing. Based on Security National Life
Insurance Company’s surplus held for policyholders and net gain from operations as of December 31, 2021, the maximum aggregate
amount of dividends and distributions that it could pay or make in 2022 and which would not constitute an “extraordinary”
dividend or distribution under Utah law, and would therefore not require notice and approval or lack of disproval from the Utah Commissioner,
would be approximately $ 5,054,000 .
Under
the Louisiana Insurance Code, First Guaranty Insurance Company and Kilpatrick Life Insurance Company are permitted to pay stockholder
dividends, or otherwise make distributions, to the Company subject to certain limitations. First Guaranty Insurance Company and Kilpatrick
Life Insurance Company must ensure that its surplus held for policyholders is reasonable in relation to its outstanding liabilities and
adequate to its financial needs after payment of any such dividend or distribution. Furthermore, where any dividend or distribution,
together with all other dividends and distributions made within the preceding 12 months, exceeds the lesser of (i) 10% of its surplus
held for policyholders as of the next preceding December 31; or (ii) its net gain from operations, not including realized capital gains,
for the 12-month period ending the next preceding December 31, such dividend or distribution constitutes “extraordinary”
under Louisiana law and First Guaranty Insurance Company and Kilpatrick Life Insurance Company would be required to file notice of its
intention to declare such a dividend or make such a distribution with the Louisiana Commissioner and the Louisiana Commissioner must
either approve the distribution or dividend or not disapprove the dividend or distribution within 30 days’ of the notice filing.
Based on First Guaranty Insurance Company’s and Kilpatrick Life Insurance Company’s surplus held for policyholders and net
gain from operations as of December 31, 2021, the maximum aggregate amount of dividends and distributions that it could pay or make in
2022 and which would not constitute an “extraordinary” dividend or distribution under Louisiana law, and would therefore
not require notice and approval or lack of disproval from the Louisiana Commissioner, would be approximately $ 605,000 for First Guaranty
Insurance Company and $ 950,000 for Kilpatrick Life Insurance Company.
86
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
15)
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 pre-sold loans before the funds
are received from financial institutional investors.
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. 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.
87
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
15)
Business Segment Information (Continued)
Schedule of Revenues and Expenses by Reportable Segment
Year Ended December 31, 2021
Life
Cemetery/
Intercompany
Insurance
Mortuary
Mortgage
Eliminations
Consolidated
Revenues:
From external sources:
Revenue from customers
$ 100,254,573
$ 23,997,313
$ 263,418,230
-
$ 387,670,116
Net investment income
56,091,725
1,653,940
519,018
-
58,264,683
Gains on investments and other assets
4,554,528
1,511,965
198,641
-
6,265,134
Other than temporary impairments
( 39,502 )
-
-
-
( 39,502 )
Other revenues
2,152,531
100,255
16,282,325
-
18,535,111
Intersegment revenues:
Net investment income
7,569,875
314,001
599,115
( 8,482,991 )
-
Total revenues
170,583,730
27,577,474
281,017,329
( 8,482,991 )
470,695,542
Expenses:
Death, surrenders and other policy benefits
67,218,455
-
-
-
67,218,455
Increase in future policy benefits
26,263,312
-
-
-
26,263,312
Amortization of deferred policy and pre-need acquisition costs and value of business acquired
15,611,374
531,596
-
-
16,142,970
Selling, general and administrative expenses:
Commissions
3,514,498
1,917,899
112,854,072
-
118,286,469
Personnel
25,009,096
6,850,617
68,880,448
-
100,740,161
Advertising
1,160,640
570,924
4,894,854
-
6,626,418
Rent and rent related
733,726
109,318
6,399,243
-
7,242,287
Depreciation on property and equipment
806,543
479,005
650,065
-
1,935,613
Provision for loan loss reserve
-
-
-
-
-
Cost related to funding mortgage loans
-
-
10,541,570
-
10,541,570
Intersegment
497,113
113,062
671,107
( 1,281,282 )
-
Other
12,075,374
5,224,178
35,766,430
-
53,065,982
Interest expense:
Intersegment
392,003
97,195
6,712,511
( 7,201,709 )
-
Other
2,328,868
54,620
4,744,028
-
7,127,516
Costs of goods and services sold-mortuaries and cemeteries
-
3,704,014
-
-
3,704,014
Total benefits and expenses
155,611,002
19,652,428
252,114,328
( 8,482,991 )
418,894,767
Earnings before income taxes
$ 14,972,728
$ 7,925,046
$ 28,903,001
$ -
$ 51,800,775
Income tax benefit (expense)
( 2,943,715 )
( 1,975,787 )
( 7,362,283 )
-
( 12,281,785 )
Net earnings
$ 12,029,013
$ 5,949,259
$ 21,540,718
$ -
$ 39,518,990
Identifiable assets
$ 1,236,406,557
$ 73,432,116
$ 328,600,841
$ ( 96,099,992 )
$ 1,542,339,522
Goodwill
$ 2,765,570
$ 2,488,213
$ -
$ -
$ 5,253,783
88
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
15)
Business Segment Information (Continued)
Year Ended December 31, 2020
Life
Cemetery/
Intercompany
Insurance
Mortuary
Mortgage
Eliminations
Consolidated
Revenues:
From external sources:
Revenue from customers
$ 93,020,617
$ 20,307,435
$ 298,933,110
$ -
$ 412,261,162
Net investment income
54,811,486
807,695
710,622
-
56,329,803
Gains on investments and other assets
2,088,541
( 162,652 )
( 39 )
-
1,925,850
Other than temporary impairments
( 370,975 )
-
-
-
( 370,975 )
Other revenues
1,491,585
94,349
9,731,548
-
11,317,482
Intersegment revenues:
Net investment income
8,022,503
351,505
716,240
( 9,090,248 )
-
Total revenues
159,063,757
21,398,332
310,091,481
( 9,090,248 )
481,463,322
Expenses:
Death, surrenders and other policy benefits
62,841,360
-
-
-
62,841,360
Increase in future policy benefits
23,568,650
-
-
-
23,568,650
Amortization of deferred policy and pre-need acquisition costs and value of business acquired
13,618,204
689,221
-
-
14,307,425
Selling, general and administrative expenses:
Commissions
4,149,241
1,506,320
118,770,736
-
124,426,297
Personnel
25,449,100
5,669,367
53,871,504
-
84,989,971
Advertising
614,114
391,836
4,374,946
-
5,380,896
Rent and rent related
861,602
89,253
5,922,706
-
6,873,561
Depreciation on property and equipment
843,335
488,570
746,833
-
2,078,738
Provision for loan loss reserve
-
-
16,506,030
-
16,506,030
Cost related to funding mortgage loans
-
-
9,877,700
-
9,877,700
Intersegment
621,161
142,999
580,976
( 1,345,136 )
-
Other
11,808,818
4,417,805
31,104,479
-
47,331,102
Interest expense:
Intersegment
410,024
152,175
7,182,913
( 7,745,112 )
-
Other
2,354,760
198,968
6,025,082
-
8,578,810
Costs of goods and services sold-mortuaries and cemeteries
-
3,252,655
-
-
3,252,655
Total benefits and expenses
147,140,369
16,999,169
254,963,905
( 9,090,248 )
410,013,195
Earnings before income taxes
$ 11,923,388
$ 4,399,163
$ 55,127,576
$ -
$ 71,450,127
Income tax benefit (expense)
( 1,433,901 )
( 1,009,137 )
( 13,410,476 )
-
( 15,853,514 )
Net earnings
$ 10,489,487
$ 3,390,026
$ 41,717,100
$ -
$ 55,596,613
Identifiable assets
$ 1,171,158,235
$ 56,335,498
$ 408,325,196
$ ( 90,398,039 )
$ 1,545,420,890
Goodwill
$ 2,765,570
$ 754,018
$ -
$ -
$ 3,519,588
89
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
16)
Related Party Transactions
The
Company’s Board of Directors has a written procedure, which requires disclosure to the Board of any material interest or any affiliation
on the part of any of its officers, directors or employees that is in conflict or may be in conflict with the interests of the Company.
The Company and its Board of Directors is unaware of any related party transactions that require disclosure as of December 31, 2021.
17)
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.
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.
90
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
17)
Fair Value of Financial Instruments (Continued)
Restricted
Assets : A portion of these assets include mutual funds, equity securities and fixed maturity securities available for sale 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 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 available
for sale 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 consolidated balance sheets for these financial instruments approximate their fair values due to
their short-term nature
Call
and Put Options : The Company uses quoted market prices to value its call and put options.
Additionally,
there were no transfers between Level 1 and Level 2 in the fair value hierarchy.
The
items shown under Level 3 are valued as follows:
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 used 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 comparable properties and property condition when determining fair value.
91
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
17)
Fair Value of Financial Instruments (Continued)
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 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.
The
following table summarizes Level 1, 2 and 3 financial assets and financial liabilities measured at fair value on a recurring basis by
their classification in the consolidated balance sheet at December 31, 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
$ 259,287,603
$ -
$ 257,264,255
$ 2,023,348
Equity securities
11,596,414
11,596,414
-
-
Loans held for sale
302,776,827
-
-
302,776,827
Restricted assets (1)
1,601,688
-
1,601,688
-
Restricted assets (2)
3,603,822
3,603,822
-
-
Cemetery perpetual care trust investments (1)
784,765
-
784,765
-
Cemetery perpetual care trust investments (2)
3,302,480
3,302,480
-
-
Derivatives - loan commitments (3)
8,563,410
-
-
8,563,410
Total assets accounted for at fair value on a
recurring basis
$ 591,517,009
$ 18,502,716
$ 259,650,708
$ 313,363,585
Liabilities accounted for at fair value on a
recurring basis
Derivatives - call options (4)
$ ( 50,936 )
$ ( 50,936 )
$ -
$ -
Derivatives - put options (4)
( 4,493 )
( 4,493 )
-
-
Derivatives - loan commitments (4)
( 1,547,895 )
-
-
( 1,547,895 )
Total liabilities accounted for at fair value
on a recurring basis
$ ( 1,603,324 )
$ ( 55,429 )
$ -
$ ( 1,547,895 )
(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
92
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
17)
Fair Value of Financial Instruments (Continued)
The
following table summarizes Level 1, 2 and 3 financial assets and financial liabilities measured at fair value on a recurring basis by
their classification in the 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
For
Level 3 assets and liabilities measured at fair value on a recurring basis as of December 31, 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
12/31/2021
Technique
Input(s)
Value
Value
Average
Loans held for sale
$ 302,776,827
Market approach
Investor contract pricing as a percentage of unpaid principal balance
95.0 %
109.0 %
103.0 %
Derivatives - loan commitments (net)
7,015,515
Market approach
Pull-through rate
66.0 %
95.0 %
81.0 %
Initial-Value
N/A
N/A
N/A
Servicing
0 bps
148 bps
61 bps
Fixed maturity securities available for sale
2,023,348
Broker quotes
Pricing quotes
$ 96.87
$ 111.11
$ 106.73
93
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
17)
Fair Value of Financial Instruments (Continued)
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
Following
is a summary of changes in the consolidated balance sheet line items measured using level 3 inputs:
Schedule of Changes in the Consolidated Balance Sheet Line Items Measured Using Level 3 Inputs
Net Derivatives
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/purchases
-
5,611,189,587
-
Sales, maturities and paydowns
-
( 5,900,076,766 )
( 45,700 )
Transfer to mortgage loans held for investment
-
( 201,951 )
-
Total gains (losses):
Included in earnings
( 3,113,095 )(1)
169,093,539 (1)
3,674 (2)
Included in other comprehensive income
-
-
( 135,801 )
Balance - December 31, 2021
$ 7,015,515
$ 302,776,827
$ 2,023,348
(1)
As a component of mortgage fee income on the consolidated statements
of earnings
(2)
As a component of net investment income on the consolidated
statements of earnings
Following
is a summary of changes in the consolidated balance sheet line items measured using level 3 inputs:
Net Derivatives
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/purchases
-
5,627,013,749
-
Sales, maturities and paydowns
-
( 5,600,045,285 )
( 1,042,400 )
Transfer to mortgage loans held for investment
-
( 16,960,549 )
-
Total gains (losses):
Included in earnings
7,637,377 (1)
199,306,871 (1)
3,408 (2)
Included in other comprehensive income
-
-
23,785
Balance - December 31, 2020
$ 10,128,610
$ 422,772,418
$ 2,201,175
(1)
As a component of mortgage fee income on the consolidated statements
of earnings
(2)
As a component of net investment income on the consolidated
statements of earnings
94
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
17)
Fair Value of Financial Instruments (Continued)
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 consolidated balance sheet at December 31, 2021.
Schedule of 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
$ 851,903
$ -
$ -
$ 851,903
Impaired real estate held for sale
2,000,000
-
-
2,000,000
Total assets accounted for at fair value on a nonrecurring basis
$ 2,851,903
$ -
$ -
$ 2,851,903
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 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
95
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
17)
Fair Value of Financial Instruments (Continued)
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 December 31, 2021 and 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 December 31, 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
$ 51,396,172
$ -
$ -
$ 55,159,167
$ 55,159,167
Residential construction
174,691,408
-
-
174,691,408
174,691,408
Commercial
51,218,466
-
-
51,008,709
51,008,709
Mortgage loans held for investment, net
$ 277,306,046
$ -
$ -
$ 280,859,284
$ 280,859,284
Policy loans
13,478,214
-
-
13,478,214
13,478,214
Insurance assignments, net (1)
46,946,590
-
-
46,946,590
46,946,590
Restricted assets (2)
2,732,320
-
-
2,732,320
2,732,320
Cemetery perpetual care trust investments (2)
1,823,533
-
-
1,823,533
1,823,533
Mortgage servicing rights, net
53,060,455
-
-
68,811,809
68,811,809
Liabilities
Bank and other loans payable
$ ( 251,286,927 )
$ -
$ -
$ ( 251,286,927 )
$ ( 251,286,927 )
Policyholder account balances (3)
( 42,939,055 )
-
-
( 35,855,934 )
( 35,855,934 )
Future policy benefits - annuities (3)
( 107,992,830 )
-
-
( 116,215,717 )
( 116,215,717 )
(1)
Included in other investments and policy loans on the consolidated
balance sheets
(2)
Mortgage loans held for investment
(3)
Included in future policy benefits and unpaid claims on the
consolidated balance sheets
96
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
17)
Fair Value of Financial Instruments (Continued)
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 consolidated
balance sheets
(2)
Mortgage loans held for investment
(3)
Included in future policy benefits and unpaid claims on the
consolidated balance sheets
The
methods, assumptions and significant valuation techniques and inputs used to estimate the fair value of 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 of mortgage loans 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 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 short in maturity. Accordingly, the carrying amounts reported in the accompanying consolidated
balance sheet for these financial instruments approximate their fair values.
97
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
17)
Fair Value of Financial Instruments (Continued)
Bank
and Other Loans Payable : The carrying amounts reported in the accompanying 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.
18)
Accumulated Other Comprehensive Income
The
following summarizes the changes in accumulated other comprehensive income:
Schedule of Changes in accumulated other comprehensive income
2021
2020
December 31
2021
2020
Unrealized gains on fixed maturity securities available for sale
$ ( 7,323,241 )
$ 12,016,464
Amounts reclassified into net earnings
805,510
( 2,772 )
Net unrealized gains before taxes
( 6,517,731 )
12,013,692
Tax expense
1,368,721
( 2,522,876 )
Net
( 5,149,010 )
9,490,816
Unrealized gains on restricted assets (1)
( 23,250 )
41,225
Tax expense
5,792
( 10,269 )
Net
( 17,458 )
30,956
Unrealized gains on cemetery perpetual care trust investments (1)
( 11,114 )
( 6,817 )
Tax expense
2,769
1,698
Net
( 8,345 )
( 5,119 )
Unrealized gains for foreign currency translations adjustments
2,835
( 46 )
Tax expense
( 707 )
12
Net
2,128
( 34 )
Other comprehensive income changes
$ ( 5,172,685 )
$ 9,516,619
(1)
Fixed maturity securities available for sale
98
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
18)
Accumulated Other Comprehensive Income (Continued)
The
following is the accumulated balances of other comprehensive income as of December 31, 2021:
Schedule of Accumulated Balances of Other Comprehensive Income
Beginning
Balance
December 31,
2020
Change for
the period
Ending
Balance
December 31,
2021
Unrealized gains (losses) on fixed maturity securities available for sale
$ 23,170,275
$ ( 5,149,010 )
$ 18,021,265
Unrealized gains (losses) on restricted assets (1)
57,650
( 17,458 )
40,192
Unrealized gains (losses) on cemetery perpetual
care trust investments (1)
17,336
( 8,345 )
8,991
Foreign currency translation adjustments
( 2,128 )
2,128
-
Other comprehensive income
$ 23,243,133
$ ( 5,172,685 )
$ 18,070,448
(1)
Fixed maturity securities available for sale
The
following is the accumulated balances of other comprehensive income as of December 31, 2020:
Beginning
Balance
December 31,
2019
Change for
the period
Ending
Balance
December 31,
2020
Unrealized gains on fixed maturity securities available for sale
$ 13,679,459
$ 9,490,816
$ 23,170,275
Unrealized gains on restricted assets (1)
26,694
30,956
57,650
Unrealized gains (losses) on cemetery perpetual
care trust investments (1)
22,455
( 5,119 )
17,336
Foreign currency translation adjustments
( 2,094 )
( 34 )
( 2,128 )
Other comprehensive income
$ 13,726,514
$ 9,516,619
$ 23,243,133
(1)
Fixed maturity securities available for sale
99
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
19)
Derivative Instruments
The
following table shows the fair value and notional amounts of derivative instruments.
Schedule of Derivative Assets at Fair Value
December 31, 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
$ 862,568,967
$ 8,563,410
$ 1,547,895
$ 659,245,038
$ 12,592,672
$ 2,464,062
Call options
Other liabilities
982,500
—
50,936
1,873,200
—
43,097
Put options
Other liabilities
362,900
—
4,493
—
—
—
Total
$ 863,914,367
$ 8,563,410
$ 1,603,324
$ 661,118,238
$ 12,592,672
$ 2,507,159
The
following table presents the gains (losses) on derivatives. There were no gains or losses reclassified from accumulated other comprehensive
income into income or gains or losses recognized in income on derivatives ineffective portion or any amounts excluded from effective
testing.
Schedule of Gains and Losses on Derivatives
Years ended December 31
Derivative
Classification
2021
2020
Loan commitments
Mortgage fee income
$ ( 3,113,095 )
$ 7,637,377
Call and put options
Gains on investments and other assets
$ 160,410
$ 272,758
100
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
20)
Acquisitions
Rivera
Funerals, Cremations and Memorial Gardens
On
December 21, 2021, the Company, through its wholly-owned subsidiary, Memorial Estates Inc., completed a business combination transaction
with Rivera Funerals, Cremations and Memorial Gardens. The mortuaries and cemetery are located in New Mexico.
Under
the terms of the transaction, as set forth in the Asset Purchase Agreement, dated December 21, 2021, Memorial Estates Inc. paid a net
purchase price of $ 10,693,395 for the business and assets of Rivera Funerals, Cremations and Memorial Gardens, subject to holdback amounts
held by Memorial Estates, Inc. in the total amount of $ 1,120,000 . Pursuant to the Asset Purchase Agreement, Memorial Estates, Inc. is
to use $ 70,000 of the holdback amount to pay, perform and discharge when due, trade accounts payable of Rivera Funerals, Cremations and
Memorial Gardens to third parties that remained unpaid. Unapplied portions of the remaining $ 1,050,000 holdback amount are to be released
and paid by Memorial Estates Inc. in annual payments of up to $ 105,000 each, beginning on the first anniversary date of the closing date
and continuing thereafter on the anniversary dates of the closing date.
The
estimated fair values of the assets acquired and liabilities assumed as of the date of acquisition were as follows:
Schedule
of Estimated Fair Values of Assets Acquired and Liabilities Assumed
Restricted assets (1)
$ 618,006
Property and equipment (2)
6,255,836
Cemetery land and improvements
658,280
Goodwill
1,338,763
Other (3)
2,440,516
Total assets acquired
11,311,401
Cemetery perpetual care obligation
( 618,006 )
Other liabilities - holdback
( 1,120,000 )
Total liabilities assumed
( 1,738,006 )
Fair value of net assets acquired/consideration paid
$ 9,573,395
(1) Includes $ 39,000
of cash and $ 579,006 of fixed maturity securities, available for sale, at estimated fair value which is a Level 2 asset in the fair value
hierarchy
(2) At
estimated fair value which is a Level 3 asset in the fair value hierarchy
(3) Including $ 2,310,000
of intangible assets
Rivera
Funerals, Cremations and Memorial Gardens revenues and net earnings since the date of acquisition for the year ended December 31, 2021
were $ 137,386 and $ 14,892 , respectively.
101
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
20)
Acquisitions (Continued)
Holbrook
Mortuary
On
December 28, 2021, the Company, through its wholly-owned subsidiary, Memorial Mortuary Inc., completed a business combination transaction
with Holbrook Mortuary located in Salt Lake City, Utah.
Under
the terms of the transaction, as set forth in the Asset Purchase Agreement, dated December 28, 2021, Memorial Mortuary Inc. paid a net
purchase price of $ 3,051,747 for the business and assets of Holbrook Mortuary.
The
estimated fair values of the assets acquired and liabilities assumed as of the date of acquisition were as follows:
Estimated Fair Values of Assets Acquired and Liabilities Assumed
Property and equipment (1)
$ 2,641,210
Goodwill
395,432
Other
15,105
Total assets acquired
3,051,747
Fair value of net assets acquired/consideration paid
$ 3,051,747
(1)
At estimated fair value which is a Level 3 asset in
the fair value hierarchy
Holbrook
Mortuary’s revenues and net loss since the date of acquisition for the year ended December 31, 2021 were $- 0 - and $ ( 98,531 ) , respectively.
102
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
21)
Mortgage Servicing Rights
The
Company reports MSRs pursuant to the accounting policy discussed in Note 1 of the Notes to Consolidated Financial Statements.
The
following table presents the MSR activity.
Schedule of Mortgage Servicing Rights
2021
2020
December 31
2021
2020
Amortized cost:
Balance before valuation allowance at beginning of year
$ 35,210,516
$ 17,155,529
MSR additions resulting from loan sales
32,701,819
29,896,465
Amortization (1)
( 14,851,880 )
( 11,841,478 )
Application of valuation allowance to write down MSRs
with other than temporary impairment
-
-
Balance before valuation allowance at year end
$ 53,060,455
$ 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 year end
$ -
$ -
Mortgage servicing rights, net
$ 53,060,455
$ 35,210,516
Estimated fair value of MSRs at year end
$ 68,811,809
$ 38,702,358
(1) Included in other
expenses on the consolidated statements of earnings
The
following table summarizes the Company’s estimate of future amortization of its existing MSRs carried at amortized cost. This projection
was developed using the assumptions made by management in its December 31, 2021 valuation of MSRs. The assumptions underlying the following
estimate will change as market conditions and portfolio composition and behavior change, causing both actual and projected amortization
levels to change over time. Therefore, the following estimates will change in a manner and amount not presently determinable by management.
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense, Mortgage Servicing Rights
Estimated MSR Amortization
2022
$ 7,341,097
2023
6,020,240
2024
5,263,053
2025
4,583,231
2026
4,008,838
Thereafter
25,843,996
Total
$ 53,060,455
103
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
21)
Mortgage Servicing Rights (Continued)
The
Company collected the following contractual servicing fee income and late fee income as reported in other revenues on the consolidated
statements of earnings.
Schedule of Other Revenues
Years Ended December 31
2021
2020
Contractual servicing fees
$ 15,471,307
$ 8,940,612
Late fees
321,337
305,962
Total
$ 15,792,644
$ 9,246,574
The
following is a summary of the unpaid principal balances (“UPB”) of the servicing portfolio.
Summary of Unpaid Principal Balances of the Servicing Portfolio
December 31
2021
2020
Servicing UPB
$ 7,060,536,350
$ 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
December 31, 2021
11.60
6.64
9.50
December 31, 2020
15.60
5.30
9.50
104
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
22)
Future Policy Benefits and Unpaid Claims
The
Company reports future policy benefits and unpaid claims pursuant to the accounting policy discussed in Note 1 of the Notes to Consolidated
Financial Statements.
The
following table provides information regarding future policy benefits and unpaid claims and the related receivable from reinsurers.
Schedule of Liability for Future Policy Benefits, by Product Segment
December 31
2021
2020
Life
$ 698,366,477
$ 674,230,463
Annuities
107,992,830
109,522,112
Policyholder account balances
42,939,055
44,026,809
Accident and health
629,302
651,140
Other policyholder funds
4,352,217
4,354,746
Reported but unpaid claims
4,887,934
8,689,723
Incurred but not reported claims
4,106,878
3,315,094
Gross future policy benefits and unpaid claims
$ 863,274,693
$ 844,790,087
Receivable from reinsurers
Life
10,482,428
10,841,567
Annuities
4,082,877
4,047,301
Accident and health
88,474
90,231
Reported but unpaid claims
177,829
571,057
Incurred but not reported claims
19,000
19,000
Total receivable from reinsurers
14,850,608
15,569,156
Net future policy benefits and unpaid claims
$ 848,424,085
$ 829,220,931
105
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
23)
Revenues from Contracts with Customers
The
Company reports revenues from contracts with customers pursuant to ASC No. 606, Revenue from Contracts with Customers.
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 total contract liability
for future obligations is included in deferred pre-need cemetery and mortuary contract revenues on the consolidated balance sheets and,
as of December 31, 2021 and 2020, the balances were $ 14,508,022 and $ 13,080,179 , respectively.
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. As of December 31, 2021 and 2020, the balances were $ 13,722,348 and $ 12,545,753 , respectively.
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. As of December 31, 2021 and 2020, the balances were $ 785,674 and $ 534,426 , respectively.
Deferred revenue for at-need specialty revenue is not placed in trust.
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. As of December 31, 2021 and 2020, the balances were $- 0 - and $- 0 -, respectively.
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.
106
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
23)
Revenues from Contracts with Customers (Continued)
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 (12/31/2021)
5,298,636
-
14,508,022
Increase/(decrease)
1,178,648
-
1,427,843
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 consolidated balance sheets
The
following table disaggregates the opening and closing balances of the Company’s contract balances.
Schedule of Opening and Closing Balances of the Assets and Liabilities
Contract Balances
Contract Asset
Contract Liability
Pre-need merchandise and services
$ -
$ 12,545,753
At-need specialty merchandise
-
534,426
Pre-need land sales
-
-
Opening (1/1/2021)
$ -
$ 13,080,179
Pre-need merchandise and services
$ -
$ 13,722,348
At-need specialty merchandise
-
785,674
Pre-need land sales
-
-
Closing (12/31/2021)
$ -
$ 14,508,022
Contract Balances
Contract Asset
Contract Liability
Pre-need merchandise and services
$ -
$ 12,325,437
At-need specialty merchandise
-
282,541
Pre-need land sales
-
-
Opening (1/1/2020)
$ -
$ 12,607,978
Pre-need merchandise and services
$ -
$ 12,545,753
At-need specialty merchandise
-
534,426
Pre-need land sales
-
-
Closing (12/31/2020)
$ -
$ 13,080,179
107
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
23)
Revenues from Contracts with Customers (Continued)
The
amount of revenue recognized for the years ended December 31, 2021 and 2020 that was included in the opening contract liability balance
was $ 4,528,646 and $ 4,359,709 , 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.
Revenues of the Cemetery and Mortuary Contracts
Years Ended December 31
2021
2020
Major goods/service lines
At-need
$ 16,220,541
$ 15,212,822
Pre-need
7,776,772
5,094,613
$ 23,997,313
$ 20,307,435
Timing of Revenue Recognition
Goods transferred at a point in time
$ 16,793,439
$ 13,438,592
Services transferred at a point in time
7,203,874
6,868,843
$ 23,997,313
$ 20,307,435
Significant
Judgments and Estimates
The
Company’s cemetery and mortuary segment recognizes revenue on future performance obligations when goods are delivered and when
services are performed and is not determined by the terms or payments of the contract as long as any good or service is paid in full
prior to delivery. Prices are determined based on the market at the time a contract is created. Goods or services are not partially completed.
There are no significant judgements, estimations or allocation methods when revenue should be recognized.
Practical
Expedients
The
Company has not elected to use any of the practical expedients under ASC 606.
Contract
Costs
The
Company’s cemetery and mortuary segment defers certain costs associated with obtaining a contract on future obligations.
Pre-need
Merchandise and Service Revenue : Pre-need merchandise and service revenues are deferred until the goods or services are delivered.
Recognition can be years until the obligations are satisfied. Commissions and other costs are capitalized and deferred until the obligation
is satisfied. Other costs include rent on pre-need offices and training rooms, and call center costs. Costs that are allocated based
on a percentage include family service advisor compensation, bonuses, utilities and supplies that are all used to procure a pre-need
sale.
At-need
Specialty Merchandise Revenue : At-need specialty merchandise is ordered from a third-party manufacturer. Generally, at-need specialty
merchandise is ordered and received within 90 days of order. These orders are also short-term in nature and are deferred until the product
is received from the manufacturer and the obligation is satisfied.
108
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
23)
Revenues from Contracts with Customers (Continued)
Deferred
Pre-need Land Revenue : Revenue is recognized on pre-need land sales when the customer has paid at least 10% toward the land price.
In cases, where customers pay less than 10%, the revenue and associated commissions are deferred until such time when 10% of the contract
price is received.
The
following table disaggregates contract costs that are included in deferred policy and pre-need contract acquisition costs on the consolidated
balances sheets.
Reconciliation of Revenues from Cemetery and mortuary contracts to Business Segment Information
2021
2020
Years Ended December 31
2021
2020
Pre-need merchandise and services
$ 3,688,579
$ 3,601,638
At-need specialty merchandise
29,688
5,302
Pre-need land sales
-
-
Deferred policy and pre-need
contract acquisition costs
$ 3,718,267
$ 3,606,940
24)
Leases
A
lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment
(an identified asset) for a period of time in exchange for consideration. The Company determines if a contract is a lease at the inception
of the contract. At the commencement date of a lease, the Company measures the lease liability at the present value of the lease payments
over the lease term, discounted using the discount rate for the lease. The Company uses the rate implicit in the lease, if available,
otherwise the Company uses its incremental borrowing rate. Also, at the commencement date of a lease, the Company measures the cost of
the related right-of-use asset which consists of the amount of the initial measurement of the lease liability, any lease payments made
to the lessor at or before the commencement date, minus any lease incentives received and any initial direct costs incurred by the Company.
Information
about the Nature of Leases and Subleases
The
Company leases office space and equipment from third-parties under various non-cancelable agreements. The Company has operating leases
for office space for its segments in areas where it conducts business. The Company subleases some of this office space. The Company also
has finance leases for certain equipment, such as copy machines and postage machines. The Company does not have any lease agreements
with variable lease payments. The Company has not included any options to extend or terminate leases in the recognition of the right-of-use
assets or lease liabilities because of the uncertainty that they will be exercised. No residual value guarantees have been provided to
the Company. The Company does not have any restrictions or covenants imposed by leases.
Leases
that have not Commenced
The
Company does not have any leases that have not commenced that create significant rights or obligations for the Company.
Related
Party Lease Transactions
The
Company does not have any related party lease transactions that require disclosure as of December 31, 2021.
109
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
24)
Leases (Continued)
Short-term
Leases
The
Company made an accounting policy election not to apply the recognition requirements of ASC 842 to short-term leases, which are leases
that, at the commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying assets
that the lessee is reasonably certain to exercise.
Significant
Judgments and Assumptions
The
Company does not use any significant judgments or assumptions regarding the determination of whether a contract contains a lease; the
allocation of the consideration in a contract between lease and nonlease components; or the determination of the discount rates for the
leases. The following table presents the Company’s total lease cost recognized in earnings, amounts capitalized as right-of- use
assets and cash flows from lease transactions.
Schedule of Lease Cost Recognized in Earnings
2021
2020
Years Ended December 31
2021
2020
Lease Cost
Finance lease cost:
Amortization of right-of-use assets (1)
$ 41,925
$ 58,576
Interest on lease liabilities (2)
4,713
7,341
Operating lease cost (3)
4,896,315
5,408,737
Short-term lease cost (3)(4)
167,551
222,311
Sublease income (3)
( 275,038 )
( 394,758 )
Total lease cost
$ 4,835,466
$ 5,302,207
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$ 4,697,819
$ 5,293,901
Operating cash flows from finance leases
4,713
7,341
Financing cash flows from finance leases
42,184
56,982
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases
$ 5,216,048
$ 5,631,193
Finance leases
-
8,494
Weighted-average remaining lease term (in years)
Finance leases
2.07
2.74
Operating leases
6.04
5.40
Weighted-average discount rate
Finance leases
5.74 %
5.59 %
Operating leases
4.14 %
4.87 %
(1) Included in Depreciation
on property and equipment on the consolidated statements of earnings
(2) Included in Interest
expense on the consolidated statements of earnings
(3) Included in Rent
and rent related expenses on the consolidated statements of earnings
(4) Includes leases
with a term of 12 months or less
110
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes
to Consolidated Financial Statements
Years
Ended December 31, 2021 and 2020
24)
Leases (Continued)
The
following table presents the maturity analysis of the Company’s lease liabilities.
Schedule
of Future Minimum Rental Payments for Finance Leases and Operating Leases
Finance Leases
Operating Leases
Lease payments due in:
2022
$ 34,458
$ 4,109,174
2023
27,220
3,340,343
2024
4,354
2,707,152
2025
692
1,809,667
2026
-
1,414,296
Thereafter
-
2,449,017
Total undiscounted lease payments
66,724
15,829,649
Less: Discount on cash flows
( 3,957 )
( 2,889,958 )
Present value of lease liabilities
$ 62,767
$ 12,939,691
The
following table presents the Company’s right-of-use assets and lease liabilities.
Schedule of Right-of-Use Assets and Lease
Liabilities
Year Ended December 31
Balance Sheet Location
2021
2020
Operating Leases
Right-of-use assets
Other assets
$ 12,483,638
$ 11,663,245
Lease liabilities
Other liabilities and accrued expenses
$ 12,939,691
$ 11,921,884
Finance Leases
Right-of-use assets
$ 235,867
$ 254,276
Accumulated amortization
( 177,660 )
( 154,144 )
Right-of-use assets, net
Property and equipment, net
$ 58,207
$ 100,132
Lease liabilities
Bank and other loans payable
$ 62,767
$ 104,951
The
Company is also a lessor and has operating lease agreements with various tenants that lease its commercial and residential properties.
See Note 2 for information about the Company’s real estate held for investment.
111
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item
9A. Controls and Procedures
Under
the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial
Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures as required by Exchange Act Rule 13a-15(b)
as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer
have concluded that these disclosure controls and procedures are effective.
(a)
Management’s annual report on internal control over financial reporting.
Management
is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control
over financial reporting is a process that is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”),
and includes those policies and procedures that:
●
Pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets
of the Company,
●
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors
of the Company, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the Company’s assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies and procedures may deteriorate.
Management
performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021
based on the framework in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations
of the Treadway Commission. The objective of this assessment was to determine whether the Company’s internal control over financial
reporting was effective as of December 31, 2021. Based on that assessment management believes that at December 31, 2021, the Company’s
internal control over financial reporting was effective.
This
annual report on internal control over financial reporting does not include an attestation report of the Company’s registered public
accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company
to provide only management’s report in this annual report.
(b)
Changes in internal control over financial reporting.
There
was no change in the Company’s internal control over financial reporting that occurred in the fourth quarter 2021 that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item
9B. Other Information
None
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable
112
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
The
Company’s Board of Directors consists of ten persons, six of whom are not employees of the Company. There are no family relationships
between or among any of the directors and executive officers, except that S. Andrew Quist and Adam G. Quist are sons of Scott M. Quist,
and Jason G. Overbaugh is a nephew of Scott M. Quist. The following table sets forth certain information with respect to the directors
and executive officers of the Company.
Name
Age
Position
with the Company
Scott
M. Quist
68
Chairman
of the Board, President, and Chief Executive Officer
Garrett
S. Sill
51
Chief
Financial Officer and Treasurer
Jason
G. Overbaugh
47
Vice
President, National Marketing Director of Life Insurance and Director
S.
Andrew Quist
41
Vice
President, General Counsel, and Director
Adam
G. Quist
36
Vice
President - Memorial Services, Assistant Secretary, General Counsel, and Director
Jeffrey
R. Stephens
68
Senior
General Counsel and Secretary
Stephen
C. Johnson
65
Vice
President - Mortgage Operations
John
L. Cook
67
Director
Gilbert
A. Fuller
81
Director
Robert
G. Hunter
62
Director
Ludmya
B. Love
46
Director
Shital
A. Mehta
41
Director
H.
Craig Moody
70
Director
Directors
The
following is a description of the business experience of each of the Company’s directors.
Scott
M. Quist has served as Chairman of the Board and Chief Executive Officer of the Company since 2012. Mr. Quist also serves as the
Company’s President, a position he has held since 2002. He has additionally served as a director of the Company since 1986. From
1993 to 2013, Mr. Quist served as Treasurer and a director of the National Alliance of Life Companies (NALC), a national trade association
of over 200 life insurance companies, and as its President from 1990 to 2000. From 1986 to 1991, Mr. Quist was Treasurer and a director
of The National Association of Life Companies, a trade association of 642 insurance companies until its merger with the American Council
of Life Companies. Mr. Quist has been a member of the Board of Governors of the Forum 500 Section (representing small insurance companies)
of the American Council of Life Insurance. He has also served as a regional director of Key Bank of Utah since 1993. Mr. Quist holds
a B.S. degree in Accounting from Brigham Young University and received his law degree also from Brigham Young University. Mr. Quist’s
significant expertise and deep understanding of the technical, organizational and strategic business aspects of the insurance industry,
his management expertise, his 20-year tenure as President of the Company and 35-year tenure as a director, and his years of business
and leadership experience led the Board of Directors to conclude that Mr. Quist should serve as Chairman of the Board, President, and
Chief Executive Officer of the Company.
113
Jason
G. Overbaugh has served as a director of the Company since 2013. Mr. Overbaugh has also served as a Vice President and the Assistant
Secretary of the Company from 2002 to 2013. Mr. Overbaugh has additionally served as Vice President and National Marketing Director of
Security National Life Insurance Company since 2006. From 2003 to 2006, he served as a Vice President of Security National Life Insurance
Company with responsibilities as an investment manager over construction lending and commercial real estate investments. From 2000 to
2003, he served as a Vice President of Memorial Estates, Inc., with responsibilities over operations and sales. Mr. Overbaugh has served
since 2007 as a director of the LOMA Life Insurance Council, a trade association of life insurance companies. He is also a member of
the NFDA Trade Association. Mr. Overbaugh received a B.S. degree in Finance from the University of Utah. Mr. Overbaugh’s expertise
in insurance and marketing, and his 25 years of experience with the Company in its insurance, real estate, and mortuary and cemetery
operations led the Board of Directors to conclude that he should serve as a director of the Company.
S.
Andrew Quist has served as a director of the Company since 2013. Mr. Quist has also served as a Vice President of the Company since
2010. In addition, from 2007 to December 2017, he served as the Company’s Associate General Counsel and since December 2017 as
the Company’s General Counsel, where his responsibilities have included the Company’s regulatory matters and acquisitions.
In addition, Mr. Quist has served as Executive Vice President and Chief Operating Officer since 2010, and as Vice President from 2008
to 2010, of C&J Financial, LLC, which funds the purchase of funeral and burial policies from funeral homes after the death of the
insureds. Mr. Quist has also served since 2013 as a director of the National Alliance of Life Companies (NALC), a national trade association
of over 200 life insurance companies. From 2014 to 2016, he served as President of the NALC. Mr. Quist previously served as President
of the Utah Life Convention, a consortium of Utah domestic life insurers. Mr. Quist holds a B.S. degree in Accounting from Brigham Young
University and received his law degree from the University of Southern California. Mr. Quist is a member of the State Bar of California.
Mr. Quist’s expertise in insurance, legal and regulatory matters led the Board of Directors to conclude that he should serve as
a director of the Company.
Adam
G. Quist has served as Vice President — Memorial Services and Assistant Secretary of the Company since 2015 and as a director
of the Company since 2021. From 2015 to 2017, he also served as the Company’s Associate General Counsel. Since 2017, Mr. Quist
has served as the Company’s General Counsel. Mr. Quist has also served since 2015 as Vice President of Memorial Estates, Inc. (“Memorial
Estates”) and since 2016 as Chief Operating Officer of Memorial Estates. Additionally, Mr. Quist has further served since 2015
as Vice President of Memorial Mortuary, Inc. (“Memorial Mortuary”) and since 2016 as Chief Operating Officer of Memorial
Mortuary. Both Memorial Estates and Memorial Mortuary are wholly owned subsidiaries of the Company. Mr. Quist has served on the ACLI’s
Life Insurance Committee since 2019. Additionally, he has been serving on the Board of Directors for Special Olympics Utah since January
2021. Mr. Quist hold a B.S. degree and a Master’s degree in Accounting with an emphasis on taxation from Brigham Young University.
He received his law degree from the University of Utah. Mr. Quist is a member of the Utah State Bar. Mr. Quist’s expertise in administration,
insurance, legal, and accounting matters led the Board of Directors to conclude that he should serve as a director of the Company.
John
L. Cook has served as a director of the Company since 2013. Mr. Cook has served since 1982 as co-owner and operator of Cook Brothers
Painting, Inc., a company that provides painting services for contractors and builders of residential and commercial properties. In addition,
Mr. Cook attended the University of Utah. As a director, Mr. Cook advised the Board concerning the Company’s investments in commercial
and residential real estate projects. Moreover, Mr. Cook’s extensive background in construction and building is important as the
Company continues to acquire new real estate holdings and develop its current portfolio of undeveloped land. Mr. Cook’s years of
experience in the construction industry and with construction projects led the Board of Directors to conclude that he should serve as
a director of the Company.
Gilbert
A. Fuller has served as a director of the Company since 2012. From 2006 until his retirement in 2008, Mr. Fuller served as Executive
Vice President, Chief Financial Officer and Secretary of USANA Health Sciences, Inc., a multinational manufacturer and direct seller
of nutritional supplements. Mr. Fuller joined USANA in 1996 as the Vice President of Finance and served in that role until 1999 when
he was appointed as its Senior Vice President. Mr. Fuller has served as a member of the Board of Directors of USANA since 2008. Mr. Fuller
received a B.S. degree in Accounting and an M.B.A. degree from the University of Utah. Mr. Fuller’s accounting, finance and corporate
strategy expertise and his years of financial, accounting and business experience with public and private companies, including USANA
Health Sciences, Inc., which is listed on the New York Stock Exchange, where he served as an executive officer and continues to serve
as a director, led the Board of Directors to conclude that he should serve as a director of the Company.
114
Robert
G. Hunter, M.D. has served as a director of the Company since 1998. Dr. Hunter is currently a practicing physician in private practice.
Dr. Hunter is Department Head of Otolaryngology, Head and Neck Surgery at Intermountain Medical Center and a past President of the medical
staff of the Intermountain Medical Center. He is also a delegate to the Utah Medical Association and has served as a delegate representing
the State of Utah to the American Medical Association. Dr. Hunter holds a B.S. degree in Microbiology from the University of Utah and
received his medical degree from the University of Utah College of Medicine. Dr. Hunter’s medical expertise and experience, and
his administrative and leadership experience from serving in a number of administrative positions in the medical profession led the Board
of Directors to conclude that he should serve as a director of the Company.
Ludmya
(Mia) B. Love has served as a director of the Company since 2021. Ms. Love served two terms (2015-2019) as the United States Representative
for Utah’s 4th Congressional District. While serving in Congress, Ms. Love was a member of the prestigious House Financial Services
Committee. She also served on the Terrorism and Illicit Finance Subcommittee, the Monetary Policy and Trade Subcommittee, and the Financial
Institutions and Consumer Credit Subcommittee. Prior to her service in Congress, Ms. Love served for ten years on the Saratoga Springs
City Council and as Mayor of Saratoga Springs, Utah. Ms. Love received a Bachelor of Fine Arts degree from the University of Hartford.
She was also awarded an Honorary Doctorate of Law degree from the University of Hartford. Ms. Love taught as a Fellow at the Georgetown
University Institute of Politics as part of the Fall 2020 cohort, and is currently a Senior Fellow for the United States Study Center
for Politics in Sydney Australia. Ms. Love is also a regular political commentator on CNN cable news network. Ms. Love’s experience
and leadership in financial and governmental affairs led the Board of Directors to conclude that she should serve as a director of the
Company.
Shital
A. Mehta (a/k/a Alexandra Mysoor) has served as a director of the Company since 2021. Ms. Mehta is the founder and Chairwoman of
Mysoor Industries, a multinational conglomerate involved in manufacturing, e-commerce, media, trading, and investments. Ms. Mehta is
a self-made entrepreneur and operating executive. Ms. Mehta started her first company, a digital marketing agency, at the age of 24 and
subsequently co-founded a social commerce company engaged in accelerating socially and environmentally conscious living. Ms. Mehta is
also the executive producer and host of The Alexandra Mysoor Show, which airs on Rukus Avenue Radio, Dash Radio, YouTube, Amazon, Spotify,
JioSaavn and wherever podcasts are found. Ms. Mehta received a Bachelor of Arts degree from the University of California at Berkeley
in Interdisciplinary Field Studies and studied fashion at the Fashion Institute of Design & Merchandising in Los Angeles. Ms. Mehta’s
experience in administration, marketing, sales, and e-commerce led the Board of Directors to conclude that she should serve as a director
of the Company.
H.
Craig Moody has served as a director of the Company since 1995. Mr. Moody is owner of Moody & Associates, a political consulting
and real estate company. He is a former Speaker and House Majority Leader of the House of Representatives of the State of Utah. From
1989 to 1992, Mr. Moody was Co-Chairman of the Utah Legislative Audit Committee. Mr. Moody holds a B.S. degree in Political Science from
the University of Utah. Mr. Moody’s real estate and governmental affairs expertise and years of business and leadership experience
led the Board of Directors to conclude that he should serve as a director of the Company.
The
Board of Directors, Board Committees, and Meetings
The
Company’s Bylaws provide that the Board of Directors shall consist of not fewer than five or more than twelve members. The term
of office of each director is for a period of one year or until the election and qualification of a successor. A director is not required
to be a resident of the State of Utah or a stockholder of the Company. The Board of Directors held a total of five meetings during the
fiscal year ended December 31, 2021. Each of the directors attended 75% or more of the meetings of the Board of Directors during 2021.
The
size of the Board of Directors of the Company is ten members. A majority of the Board of Directors must qualify as “independent”
as that term is defined in Rule 4200 of the listing standards of The Nasdaq Stock Market. The Board of Directors has affirmatively determined
that six of the ten members of the Board of Directors, namely John L. Cook, Gilbert A. Fuller, Robert G. Hunter, M.D., Ludmya B. Love,
Shital A. Mehta H. and Craig Moody are independent under the listing standards of the The Nasdaq Stock Market.
115
There
are four committees of the Board of Directors, which meet periodically during the year: the Audit Committee, the Compensation Committee,
the Executive Committee, and the Nominating and Corporate Governance Committee.
The
Audit Committee directs the auditing activities of the Company’s internal auditors and outside public accounting firm and approves
the services of the outside public accounting firm. The Audit Committee consists of John L. Cook, Gilbert A. Fuller (Chairman of the
committee), Ludmya B. Love, Shital A. Mehta and H. Craig Moody. During 2021, the Audit Committee met on three occasions.
The
Compensation Committee is responsible for recommending to the Board of Directors for approval the annual compensation of each executive
officer of the Company and the executive officers of the Company’s subsidiaries, developing policy in the areas of compensation
and fringe benefits, contributions under the 401(k) Retirement Savings Plans, Non-Qualified Deferred Compensation Plan, granting of options
under the stock option plans and other awards under the stock option and incentive plans, and creating other employee compensation plans.
The Compensation Committee consists of John L. Cook, Gilbert A. Fuller, Robert G. Hunter, M.D., Ludmya B. Love, Shital A. Mehta and H.
Craig Moody (Chairman of the committee). The Compensation Committee is composed solely of independent directors, as defined in the listing
standards of The Nasdaq Stock Market. During 2021, the Compensation Committee met on three occasions.
The
Executive Committee reviews Company policy, major investment activities and other pertinent transactions of the Company. The Executive
Committee consists of Gilbert A. Fuller, H. Craig Moody, S. Andrew Quist and Scott M. Quist (Chairman of the committee). During 2021,
the Executive Committee met on one occasion.
The
Nominating and Corporate Governance Committee identifies individuals qualified to become Board members consistent with criteria approved
by the Board, recommends to the Board the persons to be nominated by the Board for election as directors at a meeting of stockholders,
and develops and recommends to the Board a set of corporate governance principles. The Nominating and Corporate Governance Committee
consists of John L. Cook, Gilbert A. Fuller, Robert G. Hunter, M.D., Ludmya B. Love, Shital A. Mehta and H. Craig Moody (Chairman of
the committee). The Nominating and Corporate Governance Committee is composed solely of independent directors, as defined in the listing
standards of The Nasdaq Stock Market. During 2021, the Nominating and Corporate Governance Committee met on two occasions.
Director
Nominating Process
The
process for identifying and evaluating nominees for directors include the following steps: (1) the members of the Nominating and Corporate
Governance Committee, Chairman of the Board or other board members identify a need to fill vacancies or add newly created directorships;
(2) the Chairman of the Nominating and Corporate Governance Committee initiates a search and seeks input from board members and senior
management and, if necessary, obtains advice from legal or other advisors; (3) director candidates, including any candidates properly
proposed by stockholders in accordance with the Company’s Bylaws, are identified and presented to the Nominating and Corporate
Governance Committee; (4) initial interviews with candidates are conducted by the Chairman of the Nominating and Corporate Governance
Committee; (5) the Nominating and Corporate Governance Committee meets to consider and approve final candidate(s) and conduct further
interviews as necessary; and (6) the Nominating and Corporate Governance Committee makes recommendations to the board for inclusion in
the slate of directors at the annual meeting. The evaluation process will be the same whether the nominee is recommended by a stockholder
or by a member of the Board of Directors.
Meetings
of Non-Management Directors
The
Company’s independent directors meet regularly in executive session without management. The Board of Directors has designated a
lead director to preside at executive sessions of independent directors. Mr. H. Craig Moody is currently the lead director.
116
Executive
Officers
Garrett
S. Sill has served as Chief Financial Officer and Treasurer since 2013. From 2011 to 2013, Mr. Sill served as Vice President and
Assistant Treasurer of Security National Life Insurance Company, a wholly owned subsidiary of the Company. From 2002 to 2011, Mr. Sill
was Chief Financial Officer and Treasurer of SecurityNational Mortgage, a wholly owned subsidiary of the Company. Mr. Sill is a certified
public accountant, having been licensed since 2002. He holds a B.A. degree in Accounting from Weber State University and a Master’s
degree in Business Administration from the University of Utah. Mr. Sill also serves as the chairman of the Advisory Council of the School
of Accounting and Taxation at Weber State University.
Jeffrey
R. Stephens has served as Senior General Counsel of the Company since 2017, as General Counsel from 2006 to 2017, and as Secretary
of the Company since 2008. Mr. Stephens was in private practice from 1981 to 2006 in the states of Washington and Utah. Mr. Stephens
holds a B.A. degree in Geography from the University of Utah and received his law degree from Brigham Young University. Mr. Stephens
is a member of the Utah State Bar Association and the Washington State Bar Association.
Stephen
C. Johnson has served as the Vice President of Mortgage Operations of the Company and as the President of SecurityNational Mortgage
since 2016. Prior to Mr. Johnson’s appointment as President of SecurityNational Mortgage, Mr. Johnson served as Executive Vice
President and Chief Operating Officer of SecurityNational Mortgage. Mr. Johnson has over 30 years of experience at the executive management
level in the mortgage banking industry. Mr. Johnson holds a B.A. degree in International Relations from Brigham Young University and
Master’s degree in International Management and Finance from the American Graduate School of International Management (Thunderbird).
The
Board of Directors of the Company has a written procedure, which requires disclosure to the board of any material interest or any affiliation
on the part of any of its officers, directors or employees that is in conflict or may be in conflict with the Company’s interests.
All
executive officers and directors of the Company hold office until the next Annual Meeting of Stockholders and until their successors
have been elected and qualified.
Corporate
Governance
Corporate
Governance Guidelines . The Board of Directors has adopted the Security National Financial Corporation Corporate Governance Guidelines.
These guidelines outline the functions of the board, director qualifications and responsibilities, and various processes and procedures
designed to insure effective and responsive governance. The Board of Directors has also adopted a written committee charter for its Audit
Committee, Compensation Committee and Nominating and Corporate Governance Committee. The guidelines and committee charters are reviewed
from time to time in response to regulatory requirements and best practices and are revised accordingly. The full text of the guidelines
and the committee charters is published on the Company’s website at www.securitynational.com/governance. A copy of the committee
charters and guidelines may also be obtained at no charge by written request to the attention of Jeffrey R. Stephens, Senior General
Counsel and Secretary, Security National Financial Corporation, 433 West Ascension Way, 6 th Floor, Salt Lake City, Utah 84123.
Code
of Business Conduct and Ethics . All of the Company’s officers, employees, and directors are required to comply with the Company’s
Code of Business Conduct and Ethics to help ensure that the Company’s business is conducted in accordance with appropriate standards
of ethical behavior. The Company’s Code of Business Conduct and Ethics covers all areas of professional conduct, including customer
relationships, conflicts of interest, insider trading, financial disclosures, intellectual property, and confidential information, as
well as requiring adherence to all laws and regulations applicable to the Company’s business. Employees are required to report
any violations or suspected violations of the Code. The Code includes an anti-retaliation statement. The full text of the Code of Business
Conduct and Ethics is published on the Company’s website at www.securitynational.com/governance . A copy of the Code of Business
Conduct and Ethics may also be obtained at no charge by written request to the attention of Jeffrey R. Stephens, Senior General Counsel
and Secretary, Security National Financial Corporation, 433 West Ascension Way, 6 th Floor, Salt Lake City, Utah 84123.
117
Item
11. Executive Compensation
The
following table sets forth compensation information for fiscal 2021 and 2020 for (i) the Company’s Chief Executive Officer, (ii)
the Company’s Chief Financial Officer, and (iii) the Company’s three other executive officers who, based on their total compensation,
were the most highly compensated in 2021. The Company refers to them collectively as the “Named Executive Officers.”
Summary
Compensation Table
Name
and Principal Position
Year
Salary
($)
Bonus
($)
Options
Awards ($)
Non-Equity
Incentive Plan Compen-sation ($)
Change
in Pension Value Non-qualified Deferred Compensation Earnings (1) ($)
All
Other Compen-sation (2) ($)
Total
($)
Scott
M. Quist
2021
$ 588,950
$ 429,300
$ 149,410
—
—
$ 50,978
$ 1,218,638
Chairman
of the Board, President and Chief Executive Officer
2020
558,950
157,800
29,289
—
—
49,969
796,008
Garrett
S. Sill
2021
$ 259,167
$ 338,000
$ 89,346
—
—
$ 39,110
$ 725,623
Chief
Financial Officer and Treasurer
2020
239,333
112,000
17,243
—
—
37,986
406,562
Stephen
C. Johnson
2021
$ 360,000
$ 394,447
$ 29,939
—
—
$ 25,501
$ 809,887
Vice
President of Mortgage Operations
2020
360,000
284,828
6,896
—
—
24,400
676,124
S.
Andrew Quist
2021
$ 285,667
$ 339,325
$ 179,455
—
—
$ 35,066
$ 839,513
Vice
President and General Counsel
2020
265,667
138,325
27,589
—
—
33,561
465,142
Jeffrey
R. Stephens
2021
$ 219,875
$ 96,025
$ 22,454
—
—
$ 27,894
$ 366,248
Senior
General Counsel and Secretary
2020
205,167
30,275
5,172
—
—
24,928
265,542
(1)
The amounts indicated under “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” consist of amounts that the Company contributed into a trust for the benefit of the Named Executive Officers under the Company’s Non-Qualified Deferred Compensation Plan.
(2)
The amounts indicated under “All Other Compensation” consist of the following amounts that the Company paid for the benefit of the Named Executive Officers:
a)
payments
related to the operation of automobiles for Scott M. Quist ($7,200 for each of the years 2021 and 2020); Garrett S. Sill ($4,200
for 2021 and $4,400 for 2020) and, Stephen C. Johnson, S. Andrew Quist, and Jeffrey R. Stephens ($-0- for each of the years 2021
and 2020). However, such payments do not include the furnishing of an automobile by the Company to Scott M. Quist, nor the payment
of insurance and property taxes with respect to the automobile operated by such executive officer;
b)
group
life insurance premiums that the Company paid to a group life insurance plan for Scott M. Quist, Garrett S. Sill, Stephen C. Johnson,
S. Andrew Quist, and Jeffrey R. Stephens ($114 for each of the years 2021 and 2020);
c)
life
insurance premiums that the Company paid for the benefit of Scott M. Quist ($15,765 for each of the years 2021 and 2020); and Garrett
S. Sill, Stephen C. Johnson, S. Andrew Quist, and Jeffrey R. Stephens ($-0- for each of the years 2021 and 2020);
d)
medical
insurance premiums that the Company paid to a medical insurance plan for Scott M. Quist ($15,849 for 2021 and $15,118 for 2020);
Garrett S. Sill ($22,806 for 2021 and $21,756 for 2020); Stephen C. Johnson ($12,321 for 2021 and $11,764 for 2020); S. Andrew Quist
($22,806 for 2021 and $21,756 for 2020); and Jeffrey R. Stephens ($15,849 for 2021 and $15,118 for 2020);
e)
long
term disability insurance premiums that the Company paid to a provider of such insurance for Scott M. Quist ($450 for 2021 and $372
for 2020), Garrett S. Sill ($390 for 2021 and $316 for 2020), Stephen C. Johnson ($450 for 2021 and $372 for 2020), S. Andrew Quist
($430 for 2021 and $339 for 2020), and Jeffrey R. Stephens ($331 for 2021 and $278 for 2020);
118
f)
contributions
that the Company made to defined contribution plans for Scott M. Quist ($11,600 for 2021 and $11,400 for 2020); Garrett S. Sill ($11,600
for 2021 and $11,400 for 2020); Stephen C. Johnson ($11,600 for 2021 and $11,400 for 2020); S. Andrew Quist ($11,497 for 2021 and
$10,927 for 2020); and Jeffrey R. Stephens ($11,600 for 2021 and $9,418 for 2020); and
g)
contributions
that the Company made to health savings accounts for Scott M. Quist, Garrett S. Sill, S. Andrew Quist and Jeffrey R. Stephens ($-0-
for each of the years 2021 and 2020); and Stephen C. Johnson ($1,016 for 2021 and $750 for 2020);
h)
gym
membership incentives for Scott M. Quist, Garrett S. Sill, and Stephen C. Johnson ($-0- for each of the years 2021 and 2020); S.
Andrew Quist ($219 for 2021 and $425 for 2020); and Jeffrey R. Stephens ($-0- for each of the years 2021 and 2020);
Supplemental
All Other Compensation Table
The
following table sets forth all other compensation provided the Named Executive Officers for fiscal years 2021 and 2020.
Name of Executive Officer
Year
Perks and Other Personal Benefits
Tax Reimburse-ments
Discounted Securities Purchases
Payments/ Accruals on Termination Plans
Registrant Contributions to Defined Contribution Plans
Insurance Premiums
Dividends or Earnings on Stock or Option Awards
Other
Scott M. Quist
2021
$ 7,200
-
-
-
$ 11,600
$ 32,178
-
-
2020
7,200
-
-
-
11,400
31,369
-
-
Garrett S. Sill
2021
4,200
-
-
-
$ 11,600
$ 23,310
-
-
2020
4,400
-
-
-
11,400
22,186
-
-
Stephen C. Johnson
2021
-
-
-
-
$ 11,600
$ 13,901
-
-
2020
-
-
-
-
11,400
13,000
-
-
S. Andrew Quist
2021
$ 219
-
-
-
$ 11,497
$ 23,350
-
-
2020
425
-
-
-
10,927
22,209
-
-
Jeffrey R. Stephens
2021
-
-
-
-
$ 11,600
$ 16,294
-
-
2020
-
-
-
-
9,418
15,510
-
-
Grants
of Plan-based Awards
The
following table sets forth certain information regarding options granted to the Named Executive Officers during the fiscal year ended
December 31, 2021.
Estimated
Future Payouts Under Equity Incentive Plan Awards
All
Other Awards: Number of Securities
Underlying
Exercise
or Base Price of
Option
Closing
Price on
Grant
Grant
Date Fair Value of Stock and
Option
Name
of Executive Officer
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Options
(#)
Awards
($/Sh)
Date
($/Sh)
Awards
($)
Scott
M. Quist
12/3/21
—
—
—
50,000
$ 9.48
$ 8.62
$ 149,410
Garrett
S. Sill
12/3/21
—
—
—
30,000
8.62
8.62
89,346
Stephen
C. Johnson
12/3/21
—
—
—
10,000
8.62
8.62
29,939
S.
Andrew Quist
12/3/21
—
—
—
60,000
8.62
8.62
179,455
Jeffrey
R. Stephens
12/3/21
—
—
—
7,500
8.62
8.62
22,454
119
Outstanding
Equity Awards
The
following table sets forth information concerning outstanding equity awards held by Named Executive Officers at December 31, 2021.
Option Awards
Stock Awards
Name of Executive Officer
Option Grant Date
Number of Securities Underlying
Unexercised Options Exercisable (1) (#)
Number of Securities Underlying
Unexercised Options Unexercisable (1) (#)
Option Exercise Price (2) ($)
Option Expiration Date
Stock Award Grant
Date
Number of Shares or Units
of Stock That Have Not Vested
(#)
Market Value of Shares or
Units of Stock That Have Not Vested
($)
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
Scott M. Quist
12/1/17
93,443
-
$ 4.42
12/01/22
-
-
-
-
-
11/30/18
83,059
-
5.07
11/30/23
-
-
-
-
-
12/6/19
56,504 (5)
-
5.04
12/06/24
-
-
-
-
-
3/27/20
53,813 (6)
-
3.66
03/27/25
-
-
-
-
-
12/3/21
-
50,000
(7)(8)
9.48
12/03/26
-
-
-
-
-
Garrett S. Sill
12/6/13
6,059
-
$ 3.14
12/06/23
-
-
-
-
-
7/2/14
5,770
-
2.93
07/02/24
-
-
-
-
-
12/5/14
11,538
-
3.43
12/05/24
-
-
-
-
-
12/1/17
18,689 (3)
-
4.01
12/01/27
-
-
-
-
-
11/30/18
23,731 (4)
-
4.62
11/30/28
-
-
-
-
-
12/6/19
28,251 (5)
-
4.81
12/06/29
-
-
-
-
-
3/27/20
26,906 (6)
-
3.49
03/27/30
12/3/21
-
30,000
(7)(8)
8.62
12/03/31
-
-
-
-
-
Stephen C. Johnson
12/6/13
4,543
-
$ 3.14
12/06/23
-
-
-
-
-
12/5/14
8,654
-
3.43
12/05/24
-
-
-
-
-
12/4/15
13,736
-
4.82
12/04/25
-
-
-
-
-
12/2/16
6,542
-
5.31
12/02/26
-
-
-
-
-
12/1/17
12,458
-
4.01
12/01/27
-
-
-
-
-
12/6/19
11,301
-
4.81
12/06/29
-
-
-
-
-
3/27/20
10,763
-
3.49
03/27/30
12/3/21
-
10,000
(8)
8.62
12/03/31
-
-
-
-
-
S. Andrew Quist
4/13/12
23,852
-
$ 0.96
04/13/22
-
-
-
-
-
12/6/13
15,144
-
3.14
12/06/23
-
-
-
-
-
7/2/14
14,423
-
2.93
07/02/24
-
-
-
-
-
12/5/14
28,847
-
3.43
12/05/24
-
-
-
-
-
12/4/15
27,473
-
4.82
12/04/25
-
-
-
-
-
12/2/16
26,165
-
5.31
12/02/26
-
-
-
-
-
12/1/17
24,919 (3)
-
4.01
12/01/27
-
-
-
-
-
11/30/18
29,665 (4)
-
4.62
11/30/28
-
-
-
-
-
12/6/19
45,203 (5)
-
4.81
12/06/29
-
-
-
-
-
3/27/20
43,050 (6)
-
3.49
03/27/30
-
-
-
-
-
12/3/21
-
60,000
(7)(8)
8.62
12/03/31
-
-
-
-
-
Jeffrey R. Stephens
7/2/14
3,607
-
$ 2.93
07/02/24
-
-
-
-
-
12/5/14
7,212
-
3.43
12/05/24
-
-
-
-
-
12/4/15
6,869
-
4.82
12/04/25
-
-
-
-
-
12/2/16
6,542
-
5.31
12/02/26
-
-
-
-
-
12/1/17
6,231
-
4.01
12/01/27
-
-
-
-
-
11/30/18
8,900
-
4.62
11/30/28
-
-
-
-
-
12/6/19
8,476
-
4.81
12/06/29
-
-
-
-
-
3/27/20
8,072
-
3.49
03/27/30
-
-
-
-
-
12/3/21
-
7,500
(8)
8.62
12/03/31
-
-
-
-
-
(1)
Except
for options granted to Scott M. Quist that have five-year terms, such grants have ten-year terms. The vesting of any unvested shares
is subject to the recipient’s continuous employment. This reflects the equivalent of Class A common shares.
(2)
Exercise
prices have been adjusted for the effect of annual stock dividends.
120
(3)
On
December 1, 2017, Garrett S. Sill was granted stock options to purchase 15,000 shares of Class A common stock at an exercise price
of $4.01 per share or 15,000 shares of Class C common stock at an exercise price of $4.01 per share, or any combination thereof.
Also, on December 1, 2017, S. Andrew Quist was granted stock options to purchase 20,000 shares of Class A common stock at an exercise
price of $4.01 per share or 20,000 shares of Class C common stock at an exercise price of $4.01 per share, or any combination thereof.
(4)
On
November 30, 2018, Garrett S. Sill was granted stock options to purchase 20,000 shares of Class A common stock at an exercise price
of $4.62 per share or 20,000 shares of Class C common stock at an exercise price of $4.62 per share, or any combination thereof.
Also, on November 30, 2018, S. Andrew Quist was granted stock options to purchase 25,000 shares of Class A common stock at an exercise
price of $4.62 per share or 20,000 shares of Class C common stock at an exercise price of $4.62 per share, or any combination thereof.
(5)
On
December 6, 2019, Scott M. Quist was granted stock options to purchase 50,000 shares of Class A common stock at an exercise price
of $5.04 per share or 50,000 shares of Class C common stock at an exercise price of $5.04 per share, or any combination thereof.
Also, on December 6, 2019, Garrett S. Sill was granted stock options to purchase 25,000 shares of Class A common stock at an exercise
price of $4.81 per share or 25,000 shares of Class C common stock at an exercise price of $4.81 per share, or any combination thereof.
Also, on December 6, 2019, S. Andrew Quist was granted stock options to purchase 40,000 shares of Class A common stock at an exercise
price of $4.81 per share or 40,000 shares of Class C common stock at an exercise price of $4.81 per share, or any combination thereof.
(6)
On
March 27, 2020, Scott M. Quist was granted stock options to purchase 50,000 shares of Class A common stock at an exercise price of
$3.66 per share or 50,000 shares of Class C common stock at an exercise price of $3.66 per share, or any combination thereof. Also,
on March 27, 2020, Garrett S. Sill was granted stock options to purchase 25,000 shares of Class A common stock at an exercise price
of $3.49 per share or 25,000 shares of Class C common stock at an exercise price of $3.49 per share, or any combination thereof.
Also, on March 27, 2020, S. Andrew Quist was granted stock options to purchase 40,000 shares of Class A common stock at an exercise
price of $3.49 per share or 40,000 shares of Class C common stock at an exercise price of $3.49 per share, or any combination thereof.
(7)
On
December 3, 2021, Scott M. Quist was granted stock options to purchase 50,000 shares of Class A common stock at an exercise price
of $9.48 per share or 50,000 shares of Class C common stock at an exercise price of $9.48 per share, or any combination thereof.
Also, on December 3, 2021, Garrett S. Sill was granted stock options to purchase 30,000 shares of Class A common stock at an exercise
price of $8.62 per share or 30,000 shares of Class C common stock at an exercise price of $8.62 per share, or any combination thereof.
Also, on December 3, 2021, S. Andrew Quist was granted stock options to purchase 60,000 shares of Class A common stock at an exercise
price of $8.62 per share or 60,000 shares of Class C common stock at an exercise price of $8.62 per share, or any combination thereof.
(8)
Stock
options vest at the rate of 25% of the total number of shares per quarter over a one-year period after the grant date.
OPTION
AWARDS VESTING SCHEDULE
The
following table sets forth the vesting schedule of unexercisable options reported in the “Number of Securities Underlying Unexercised
Options — Unexercisable” column of the table above.
Grant
Date
Vesting
4/13/12
These
options vested 25% per quarter over a one year period after the grant date.
12/06/13
These
options vested 25% per quarter over a one year period after the grant date.
07/02/14
These
options vested 25% per quarter over a one year period after the grant date.
12/05/14
These
options vested 25% per quarter over a one year period after the grant date.
12/04/15
These
options vested 25% per quarter over a one year period after the grant date.
12/02/16
These
options vested 25% per quarter over a one year period after the grant date.
12/01/17
These
options vested 25% per quarter over a one year period after the grant date.
11/30/18
These
options vested 25% per quarter over a one year period after the grant date.
12/06/19
These
options vested 25% per quarter over a one year period after the grant date.
03/27/20
These
options vested 25% per quarter over a one year period after the grant date.
12/03/21
These
options vest 25% per quarter over a one year period after the grant date.
121
Option
Exercises and Stock Vested
The
following table sets forth all stock options exercised and value received upon exercise, and all stock awards vested and value realized
upon vesting, by the Named Executive Officers during the year ended December 31, 2021.
Option Awards
Stock Awards
Number of Shares Acquired on Exercise
Value Realized on Exercise
Number of Shares Acquired on Vesting
Value Realized on Vesting
Name of Executive Officer
(#)
($)
(#)
($)
Scott M. Quist
104,656
$ 312,921
—
—
Garrett S. Sill
—
—
—
—
Stephen C. Johnson
8,870
64,056
—
—
S. Andrew Quist
—
—
—
—
Jeffrey R. Stephens
7,394
46,603
—
—
Pension
Benefits
The
following table sets forth the present value as of December 31, 2021 of the benefit of the Named Executive Officers under the defined
benefit pension plan.
Name
of
Executive
Officer
Plan Name
Number
of Years Credited Service
(#)
Present
Value of Accumulated Benefit
($)
Payments
During Last Fiscal Year
($)
Scott M. Quist
None
—
—
—
Garrett S. Sill
None
—
—
—
Stephen C. Johnson
None
—
—
—
S. Andrew Quist
None
—
—
—
Jeffrey R.Stephens
None
—
—
—
EQUITY
COMPENSATION PLAN INFORMATION
The
following table sets forth certain information as of December 31, 2021 with respect to compensation plans (including individual compensation
arrangements) under which the Company’s equity securities are authorized for issuance, aggregated as follows:
● All
compensation plans previously approved by security holders; and
● All
compensation plans not previously approved by security holders.
A
B
C
Plan Category
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in
Column A)
Equity compensation plans approved by stockholders (1)
1,845,497 (2)
$4.61 (2)
249,065 (3)
Equity compensation plans not approved by stockholders
0
-
0
122
(1)
This
reflects the 2013 Amended and Restated Stock Option and other Equity Incentive Awards Plan (the “2013 Plan”) and the
2014 Amended and Restated Director Stock Option Plan (the “2014 Director Plan”). The 2013 Plan was approved by the stockholders
at the annual stockholders meeting held on July 12, 2013, which reserved 450,000 shares of Class A common stock, of which 150,000
shares of Class C common stock could be issued as an alternative to up to 150,000 shares of Class A co
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.