UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2022
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
Ascension Way , 6 th
Floor , Salt
Lake City , Utah
84123
(Address
of principal executive offices)
(Zip
Code)
(801)
264-1060
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
symbol
Name
of each exchange on which registered
Class
A Common Stock
SNFCA
The
Nasdaq Global Select Market
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 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 ☐ (Do not check if a smaller reporting company)
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 August 9, 2022, the registrant had 18,717,540 shares of Class A Common Stock, $2.00 par value, outstanding and 2,889,859 shares of
Class C Common Stock, $2.00 par value, outstanding.
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
FORM
10-Q
QUARTER
ENDED JUNE 30, 2022
Table
of Contents
Page
No.
Part
I - Financial Information
Item
1.
Financial
Statements
Condensed
Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021
3-4
Condensed
Consolidated Statements of Earnings for the three and six months ended June 30, 2022 and 2021 (unaudited)
5
Condensed
Consolidated Statements of Comprehensive Income (loss) for the three and six months ended June 30, 2022 and 2021 (unaudited)
6
Condensed Consolidated Statements of Stockholders’ Equity as of June 30, 2022 and June 30, 2021 (unaudited)
7
Condensed
Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited)
8-9
Notes
to Condensed Consolidated Financial Statements (unaudited)
10
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
52
Item
3.
Quantitative
and Qualitative Disclosures about Market Risk
59
Item
4.
Controls
and Procedures
59
Part
II - Other Information
Item
1.
Legal
Proceedings
60
Item
1A.
Risk
Factors
60
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
60
Item
3.
Defaults
Upon Senior Securities
60
Item
4.
Mine
Safety Disclosures
60
Item
5.
Other
Information
60
Item
6.
Exhibits
61
Signatures
62
2
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
Part
I - Financial Information
Item
1. Financial Statements.
June 30 2022
(Unaudited)
December 31 2021
Assets
Investments:
Fixed maturity securities, available for sale, at estimated fair value
(amortized cost of $ 276,404,869 and $ 236,303,310 for 2022 and 2021)
$ 270,676,282
$ 259,287,603
Equity securities at estimated fair value (cost of $ 9,730,028 and $ 8,275,772 for
2022 and 2021)
11,198,403
11,596,414
Mortgage loans held for investment (net of allowances for loan losses of $ 1,476,895
and $ 1,699,902 for 2022 and 2021)
274,691,626
277,306,046
Real estate held for investment (net of accumulated depreciation of $ 20,686,607
and $ 17,692,038 for 2022 and 2021)
196,555,705
197,365,797
Real estate held for sale
2,741,660
3,731,300
Other investments and policy loans (net of allowances for doubtful accounts of $ 1,800,076
and $ 1,686,218 for 2022 and 2021)
66,410,188
67,955,155
Accrued investment income
8,240,805
6,313,012
Total investments
830,514,669
823,555,327
Cash and cash equivalents
131,296,538
131,354,470
Loans held for sale at estimated fair value
209,860,409
302,776,827
Receivables (net of allowances for doubtful accounts of $ 1,742,118 and $ 1,800,725 for 2022 and 2021)
19,966,704
18,316,116
Restricted assets (including $ 5,592,898 and $ 5,205,510 for 2022 and 2021 at estimated fair value)
17,531,716
16,938,122
Cemetery perpetual care trust investments (including $ 3,095,338 and $ 4,087,245 for 2022 and 2021 at
estimated fair value)
7,533,312
7,835,721
Receivable from reinsurers
14,767,274
14,850,608
Cemetery land and improvements
9,036,805
8,977,877
Deferred policy and pre-need contract acquisition costs
107,247,714
105,049,983
Mortgage servicing rights, net
56,289,255
53,060,455
Property and equipment, net
20,943,549
21,517,598
Value of business acquired
10,418,912
8,421,432
Goodwill
5,253,783
5,253,783
Other
31,507,175
29,684,987
Total Assets
$ 1,472,167,815
$ 1,547,593,306
See
accompanying notes to condensed consolidated financial statements (unaudited).
3
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS (Continued)
June 30 2022 (Unaudited)
December 31 2021
Liabilities and Stockholders’ Equity
Liabilities
Future policy benefits and unpaid claims
$ 875,727,865
$ 863,274,693
Unearned premium reserve
2,944,116
3,060,738
Bank and other loans payable
200,344,907
251,286,927
Deferred pre-need cemetery and mortuary contract revenues
15,519,297
14,508,022
Cemetery perpetual care obligation
5,016,085
4,915,285
Accounts payable
5,915,042
10,166,573
Other liabilities and accrued expenses
59,206,675
69,578,138
Income taxes
27,008,773
31,036,096
Total liabilities
1,191,682,760
1,247,826,472
Stockholders’ Equity
Preferred Stock - non-voting - $ 1.00 par value; 5,000,000 shares authorized; none issued or outstanding
—
—
Class A: common stock - $ 2.00 par value; 40,000,000 shares authorized; issued 18,678,688 shares in 2022
and 17,642,722 shares in 2021
37,357,376
35,285,444
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; 6,000,000 shares authorized; issued 2,928,711 shares
in 2022 and 2,866,565 shares in 2021
5,857,422
5,733,130
Common Stock, Value
Additional paid-in capital
64,657,027
57,985,947
Accumulated other comprehensive income (loss), net of taxes
( 4,430,367 )
18,070,448
Retained earnings
183,273,171
184,537,489
Treasury stock at cost - 746,778 Class A shares and 34,016 Class C shares in 2022;
and 108,079 Class A shares and 109,193 Class C shares in 2021
( 6,229,574 )
( 1,845,624 )
Total stockholders’ equity
280,485,055
299,766,834
Total Liabilities and Stockholders’ Equity
$ 1,472,167,815
$ 1,547,593,306
See
accompanying notes to condensed consolidated financial statements (unaudited).
4
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
2022
2021
2022
2021
Three Months Ended June 30
Six Months Ended June 30
2022
2021
2022
2021
Revenues:
Mortgage fee income
$ 42,030,898
$ 65,157,813
$ 90,375,343
$ 138,156,425
Insurance premiums and other considerations
25,911,995
24,959,028
52,253,947
48,309,238
Net investment income
15,971,288
14,177,318
31,165,594
28,471,205
Net mortuary and cemetery sales
7,250,503
6,318,398
14,456,224
12,260,524
Gains (losses) on investments and other assets
( 914,395 )
1,477,204
( 742,420 )
3,437,317
Other
5,316,365
4,660,554
10,483,873
8,774,212
Total revenues
95,566,654
116,750,315
197,992,561
239,408,921
Benefits and expenses:
Death benefits
14,839,044
14,844,067
31,723,750
33,156,073
Surrenders and other policy benefits
1,153,767
670,957
2,476,935
1,748,601
Increase in future policy benefits
6,600,443
7,400,716
13,371,544
11,655,374
Amortization of deferred policy and pre-need acquisition costs and value of business acquired
4,053,109
3,654,061
8,449,522
7,230,926
Selling, general and administrative expenses:
Commissions
18,397,337
29,893,565
38,299,539
62,623,245
Personnel
25,504,950
24,328,690
52,379,714
48,700,195
Advertising
1,595,738
1,597,067
3,307,533
3,398,065
Rent and rent related
1,702,262
1,874,348
3,361,532
3,740,246
Depreciation on property and equipment
628,305
473,478
1,243,849
975,123
Costs related to funding mortgage loans
2,044,637
2,739,500
4,884,100
5,676,725
Other
11,174,128
12,029,714
23,265,764
23,979,578
Interest expense
1,900,249
1,694,012
3,627,564
3,519,611
Cost of goods and services sold-mortuaries and cemeteries
1,242,839
872,788
2,427,853
1,972,752
Total benefits and expenses
90,836,808
102,072,963
188,819,199
208,376,514
Earnings before income taxes
4,729,846
14,677,352
9,173,362
31,032,407
Income tax expense
( 1,155,397 )
( 3,419,873 )
( 2,370,195 )
( 7,646,213 )
Net earnings
$ 3,574,449
$ 11,257,479
$ 6,803,167
$ 23,386,194
Net earnings per Class A Equivalent common share (1)
$ 0.17
$ 0.53
$ 0.32
$ 1.11
Net earnings per Class A Equivalent common share- assuming
dilution (1)
$ 0.16
$ 0.51
$ 0.31
$ 1.07
Weighted-average Class A equivalent common shares outstanding (1)
21,184,688
21,098,789
21,282,747
21,085,669
Weighted-average Class A equivalent common shares outstanding-assuming dilution
(1)
22,017,830
21,922,847
22,133,879
21,953,019
(1) Net earnings per
share amounts have been adjusted retroactively for the effect of annual stock dividends. The weighted-average shares outstanding includes
the weighted-average Class A common shares and the weighted-average Class C common shares determined on an equivalent Class A common
stock basis. Net earnings per common share represent net earnings per equivalent Class A common share.
See
accompanying notes to condensed consolidated financial statements (unaudited).
5
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
2022
2021
2022
2021
Three Months Ended June 30
Six Months Ended June 30
2022
2021
2022
2021
Net earnings
$ 3,574,449
$ 11,257,479
$ 6,803,167
$ 23,386,194
Other comprehensive income:
Unrealized gains (losses) on fixed maturity securities available for sale
$ ( 12,995,132 )
4,734,692
( 28,322,034 )
( 2,071,211 )
Unrealized gains (losses) on restricted assets
( 43,169 )
2,698
( 115,118 )
( 7,731 )
Unrealized gains (losses) on cemetery perpetual care trust investments
( 15,868 )
1,939
( 53,225 )
( 6,258 )
Foreign currency translation adjustments
—
—
—
2,835
Other comprehensive gain (loss), before income tax
( 13,054,169 )
4,739,329
( 28,490,377 )
( 2,082,365 )
Income tax benefit (expense)
2,743,684
( 995,442 )
5,989,562
437,730
Other comprehensive gain (loss), net of income tax
( 10,310,485 )
3,743,887
( 22,500,815 )
( 1,644,635 )
Comprehensive income (loss)
$ ( 6,736,036 )
$ 15,001,366
$ ( 15,697,648 )
$ 21,741,559
See
accompanying notes to condensed consolidated financial statements (unaudited).
6
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
Stock
Stock
in Capital
Income (loss)
Earnings
Stock
Total
Six Months Ended June 30, 2022
Accumulated
Class A
Class C
Additional
Other
Common
Common
Paid-
Comprehensive
Retained
Treasury
Stock
Stock
in Capital
Income (loss)
Earnings
Stock
Total
January 1, 2022
$ 35,285,444
$ 5,733,130
$ 57,985,947
$ 18,070,448
$ 184,537,489
$ ( 1,845,624 )
$ 299,766,834
Net earnings
—
—
—
—
3,228,718
—
3,228,718
Other comprehensive loss
—
—
—
( 12,190,330 )
—
—
( 12,190,330 )
Stock-based compensation expense
—
—
271,747
—
—
—
271,747
Exercise of stock options
100,446
—
( 8,487 )
—
—
—
91,959
Sale of treasury stock
—
—
24,055
—
—
1,880,125
1,904,180
Purchase of treasury stock
—
—
106,176
—
—
( 878,417 )
( 772,241 )
Conversion Class C to Class A
414
( 414 )
—
—
—
—
—
March 31, 2022
$ 35,386,304
$ 5,732,716
$ 58,379,438
$ 5,880,118
$ 187,766,207
$ ( 843,916 )
$ 292,300,867
Net earnings
—
—
—
—
3,574,449
—
3,574,449
Other comprehensive loss
—
—
—
( 10,310,485 )
—
—
( 10,310,485 )
Stock-based compensation expense
—
—
220,175
—
—
—
220,175
Exercise of stock options
37,746
—
( 2,440 )
—
—
—
35,306
Sale of treasury stock
—
—
50,401
—
—
1,119,392
1,169,793
Purchase of treasury stock
—
—
—
—
—
( 6,505,050 )
( 6,505,050 )
Conversion Class C to Class A
154,218
( 154,218 )
—
—
—
—
—
Stock dividends
1,779,108
278,924
6,009,453
—
( 8,067,485 )
—
—
June 30, 2022
$ 37,357,376
$ 5,857,422
$ 64,657,027
$ ( 4,430,367 )
$ 183,273,171
$ ( 6,229,574 )
$ 280,485,055
Six Months Ended June 30, 2021
Accumulated
Class A
Class C
Additional
Other
Common
Common
Paid-
Comprehensive
Retained
Treasury
Stock
Stock
in Capital
Income (loss)
Earnings
Stock
Total
January 1, 2021
$ 33,191,566
$ 5,359,206
$ 50,287,253
$ 23,243,133
$ 153,739,167
$ ( 1,833,272 )
$ 263,987,053
Net earnings
—
—
—
—
12,128,715
—
12,128,715
Other comprehensive loss
—
—
—
( 5,388,522 )
—
—
( 5,388,522 )
Stock-based compensation expense
—
—
39,153
—
—
—
39,153
Exercise of stock options
55,852
—
33,401
—
—
—
89,253
Sale of treasury stock
—
—
290,381
—
—
1,632,041
1,922,422
Purchase of treasury stock
—
—
—
—
—
( 910,233 )
( 910,233 )
Conversion Class C to Class A
97,054
( 97,054 )
—
—
—
—
—
March 31, 2021
$ 33,344,472
$ 5,262,152
$ 50,650,188
$ 17,854,611
$ 165,867,882
$ ( 1,111,464 )
$ 271,867,841
Beginning, Balance
$ 33,344,472
$ 5,262,152
$ 50,650,188
$ 17,854,611
$ 165,867,882
$ ( 1,111,464 )
$ 271,867,841
Net earnings
—
—
—
—
11,257,479
—
11,257,479
Other comprehensive income
—
—
—
3,743,887
—
—
3,743,887
Exercise of stock options
106,044
—
7,655
—
—
—
113,699
Sale of treasury stock
—
—
( 38,048 )
—
—
1,499,862
1,461,814
Purchase of treasury stock
—
—
—
—
—
( 2,596,006 )
( 2,596,006 )
Stock dividends
1,672,526
263,108
6,774,719
—
( 8,710,354 )
—
( 1 )
June 30, 2021
$ 35,123,042
$ 5,525,260
$ 57,394,514
$ 21,598,498
$ 168,415,007
$ ( 2,207,608 )
$ 285,848,713
Ending, Balance
$ 35,123,042
$ 5,525,260
$ 57,394,514
$ 21,598,498
$ 168,415,007
$ ( 2,207,608 )
$ 285,848,713
7
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
2022
2021
Six Months Ended June 30
2022
2021
Cash flows from operating activities:
Net cash provided by operating activities
$ 97,638,887
$ 124,476,144
Cash flows from investing activities:
Purchases of fixed maturity securities
( 49,382,284 )
( 2,758,463 )
Sales, calls and maturities of fixed maturity securities
9,286,436
34,388,575
Purchases of equity securities
( 3,166,256 )
( 635,843 )
Sales of equity securities
1,918,057
2,885,620
Net changes in restricted assets
( 635,844 )
514,085
Net changes in perpetual care trusts
330,999
140,092
Mortgage loans held for investment, other investments and policy loans made
( 382,449,025 )
( 399,597,382 )
Payments received for mortgage loans held for investment, other investments and policy loans
386,898,902
398,670,420
Purchases of property and equipment
( 706,058 )
( 3,342,889 )
Sale of property and equipment
64,579
—
Purchases of real estate
( 11,853,775 )
( 49,123,963 )
Sales of real estate
13,549,696
10,022,114
Net cash used in investing activities
( 36,144,573 )
( 8,837,634 )
Cash flows from financing activities:
Investment contract receipts
5,770,353
5,865,484
Investment contract withdrawals
( 8,160,796 )
( 7,699,546 )
Proceeds from stock options exercised
127,265
202,952
Purchases of treasury stock
( 7,277,291 )
( 3,506,239 )
Repayment of bank loans
( 45,217,295 )
( 53,878,750 )
Proceeds from bank loans
59,618,052
72,702,425
Net change in warehouse line borrowings for loans held for sale
( 65,362,776 )
( 84,737,685 )
Net cash used in financing activities
( 60,502,488 )
( 71,051,359 )
Net change in cash, cash equivalents, restricted cash and restricted
cash equivalents
991,826
44,587,151
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning
of period
141,414,282
115,465,086
Cash, cash equivalents, restricted cash and restricted cash
equivalents at end of period
$ 142,406,108
$ 160,052,237
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest
$ 3,568,862
$ 3,759,561
Income taxes
407,958
2,573,137
Non Cash Operating, Investing and Financing Activities:
Benefit plans funded with treasury stock
$ 3,073,973
$ 3,384,236
Accrued real estate construction costs and retainage
1,782,556
5,776,672
Right-of-use assets obtained in exchange for operating lease liabilities
732,005
1,974,832
Mortgage loans held for investment foreclosed into real estate held for investment
—
730,116
Transfer of loans held for sale to mortgage loans held for investment
—
201,951
8
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
Reconciliation
of cash, cash equivalents, restricted cash and restricted cash equivalents as shown in the condensed consolidated statements of cash
flows is presented in the table below:
Six Months Ended June 30
2022
2021
Cash and cash equivalents
$ 131,296,538
$ 149,209,290
Restricted assets
9,654,673
10,194,202
Cemetery perpetual care trust investments
1,454,897
648,745
Total cash, cash equivalents, restricted cash and restricted cash equivalents
$ 142,406,108
$ 160,052,237
Cash, cash equivalents,
restricted cash and restricted cash equivalents at end of period
$ 142,406,108
$ 160,052,237
See
accompanying notes to condensed consolidated financial statements (unaudited).
9
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
Notes to Condensed Consolidated
Financial Statements June 30, 2022 (Unaudited)
1)
Basis of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Articles 8 and
10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally
accepted in the United States of America for complete financial statements. These financial statements should be read in conjunction
with the consolidated financial statements of the Company and notes thereto for the year ended December 31, 2021, included in the Company’s
Annual Report on Form 10-K (File Number 000-09341). In the opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are
not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to adopt policies and make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. In applying these policies and estimates, the Company makes judgments that frequently require assumptions about matters that are
inherently uncertain. Accordingly, significant estimates used in the preparation of the Company’s financial statements may be subject
to significant adjustments in future periods. Actual results could differ from those estimates.
Material
estimates that are particularly susceptible to significant changes in the near term are those used in determining the value of derivative
assets and liabilities; those used in determining deferred acquisition costs and the value of business acquired; those used in determining
the value of mortgage loans foreclosed to real estate held for investment; those used in determining the liability for future policy
benefits 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.
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 assess 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 economic conditions. Most monetary and fiscal interventions
have been significantly curtailed.
Like
most businesses, COVID-19 has impacted the Company, including the temporary 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 and 2022, the Company continued to adapt to the impact of COVID-19 and its related economic effects. 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, results of operations and cash flows, it may also have the effect of heightening many other risks to the Company. 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.
10
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
2)
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.
11
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
Investments
The
Company’s investments as of June 30, 2022 are summarized as follows:
Schedule of Investments
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Fair Value
June 30, 2022:
Fixed maturity securities, available for sale, at estimated fair value:
U.S. Treasury securities and obligations of U.S. Government agencies
$ 51,273,582
$ 61,437
$ ( 1,160,899 )
$ 50,174,120
Obligations of states and political subdivisions
6,051,648
69,721
( 163,527 )
5,957,842
Corporate securities including public utilities
187,219,967
3,656,829
( 6,622,423 )
184,254,373
Mortgage-backed securities
31,598,530
191,301
( 1,772,065 )
30,017,766
Redeemable preferred stock
261,142
11,039
-
272,181
Total fixed maturity securities available for sale
$ 276,404,869
$ 3,990,327
$ ( 9,718,914 )
$ 270,676,282
Equity securities at estimated fair value:
Common stock:
Industrial, miscellaneous and all other
$ 9,730,028
$ 2,309,512
$ ( 841,137 )
$ 11,198,403
Total equity securities at estimated fair value
$ 9,730,028
$ 2,309,512
$ ( 841,137 )
$ 11,198,403
Mortgage loans held for investment at amortized cost:
Residential
$ 40,355,630
Residential construction
203,130,224
Commercial
34,050,215
Less: Unamortized deferred loan fees, net
( 1,015,336 )
Less: Allowance for loan losses
( 1,476,895 )
Less: Net discounts
( 352,212 )
Total mortgage loans held for investment
$ 274,691,626
Real estate held for investment - net of accumulated depreciation:
Residential
$ 38,486,971
Commercial
158,068,734
Total real estate held for investment
$ 196,555,705
Real estate held for sale:
Residential
$ 200,962
Commercial
2,540,698
Total real estate held for sale
$ 2,741,660
Other investments and policy loans at amortized cost:
Policy loans
$ 13,130,188
Insurance assignments
43,314,500
Federal Home Loan Bank stock (1)
2,588,400
Other investments
9,177,176
Less: Allowance for doubtful accounts
( 1,800,076 )
Total policy loans and other investments
$ 66,410,188
Accrued investment income
$ 8,240,805
Total investments
$ 830,514,669
(1)
Includes $ 937,600 of Membership
stock and $ 1,650,800 of Activity stock due to short-term borrowings and letters of credit.
12
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
Investments (Continued)
The
Company’s investments as of December 31, 2021 are summarized as follows:
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.
13
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
Investments (Continued)
Fixed
Maturity Securities
The
following table summarizes unrealized losses on fixed maturity securities available for sale that were carried at estimated fair value
at June 30, 2022 and at December 31, 2021. 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
Combined Unrealized Loss
Combined Fair Value
At June 30, 2022
U.S. Treasury Securities And Obligations of U.S. Government Agencies
$ 1,160,899
$ 48,902,750
$ -
$ -
$ 1,160,899
$ 48,902,750
Obligations of States and Political Subdivisions
163,527
3,492,894
-
-
163,527
3,492,894
Corporate Securities
5,750,763
109,748,965
871,660
3,502,210
6,622,423
113,251,175
Mortgage and other asset-backed securities
1,533,826
23,709,933
238,239
1,576,104
1,772,065
25,286,037
Totals
$ 8,609,015
$ 185,854,542
$ 1,109,899
$ 5,078,314
$ 9,718,914
$ 190,932,856
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
Totals
$ 148,448
$ 13,122,225
$ 368,541
$ 5,354,617
$ 516,989
$ 18,476,842
There
were 508 securities with fair value of 95.2 % of aggregate amortized cost at June 30, 2022. There were 55 securities with fair value of
97.3 % of aggregate amortized cost at December 31, 2021. No additional credit losses have been recognized for the three and six months
ended June 30, 2022 and 2021, since the increase in unrealized losses is primarily a result of the recent rise in interest rates.
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.
14
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
Investments (Continued)
The
following table presents a rollforward of the Company’s cumulative other than temporary credit impairments (“OTTI”)
recognized in earnings on fixed maturity securities available for sale.
Schedule of Earnings on Fixed Maturity
Securities
2022
2021
Balance of credit-related OTTI at January 1
$ 264,977
$ 370,975
Additions for credit impairments recognized on:
Securities not previously impaired
-
-
Securities previously impaired
-
-
Reductions for credit impairments previously recognized on:
Securities that matured or were sold during the period (realized)
( 39,502 )
-
Securities due to an increase in expected cash flows
-
-
Balance of credit-related OTTI at June 30
$ 225,475
$ 370,975
The
following table presents the amortized cost and estimated fair value of fixed maturity securities available for sale at June 30, 2022,
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
Cost
Estimated Fair
Value
Due in 1 year
$ 12,212,759
$ 12,193,769
Due in 2-5 years
96,106,175
94,530,894
Due in 5-10 years
59,527,119
58,074,435
Due in more than 10 years
76,699,144
75,587,237
Mortgage-backed securities
31,598,530
30,017,766
Redeemable preferred stock
261,142
272,181
Total
$ 276,404,869
$ 270,676,282
The
Company is a member of the Federal Home Loan Bank of Des Moines and Dallas (“FHLB”). The Company had pledged a total of $ 56,103,252 ,
at estimated fair value, of fixed maturity securities with the FHLB at June 30, 2022. These securities are used as collateral on any
cash borrowings from the FHLB. As of June 30, 2022, the Company owed nil to the FHLB and its estimated maximum borrowing capacity was
$ 51,524,955 .
15
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
Investments (Continued)
Investment
Related Earnings
The
following table 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
2022
2021
2022
2021
Three Months
Ended
June 30
Six Months
Ended
June 30
2022
2021
2022
2021
Fixed maturity securities:
Gross realized gains
$ 129,512
$ 188,266
$ 175,635
$ 273,659
Gross realized losses
( 9,828 )
( 2,119 )
( 10,758 )
( 14,886 )
Equity securities:
Gains on securities sold
81,596
146,011
71,317
252,580
Unrealized gains and (losses) on securities held at the end of the period
( 2,106,375 )
490,394
( 2,713,422 )
1,442,424
Other assets:
Gross realized gains
994,522
737,443
1,833,030
1,846,801
Gross realized losses
( 3,822 )
( 82,791 )
( 98,222 )
( 363,261 )
Total
$ ( 914,395 )
$ 1,477,204
$ ( 742,420 )
$ 3,437,317
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
2022
2021
2022
2021
Three Months
Ended
June 30
Six Months
Ended
June 30
2022
2021
2022
2021
Proceeds from sales
$ 233,000
$ 1,163,366
$ 688,651
$ 1,982,931
Gross realized gains
-
149,338
2,354
209,132
Gross realized losses
( 7,825 )
-
( 7,845 )
-
16
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
Investments (Continued)
Major
categories of net investment income were as follows:
2022
2021
2022
2021
Three Months
Ended
June 30
Six Months
Ended
June 30
2022
2021
2022
2021
Fixed maturity securities available for sale
$ 2,811,650
$ 2,698,011
$ 5,447,866
$ 5,522,122
Equity securities
119,798
106,041
242,834
234,270
Mortgage loans held for investment
9,244,464
6,902,466
17,204,642
12,986,883
Real estate held for investment and sale
4,012,192
3,002,650
7,052,226
6,045,479
Policy loans
207,301
232,135
513,583
464,488
Insurance assignments
4,093,723
4,171,318
9,490,710
9,517,047
Other investments
98,361
39,299
169,006
53,006
Cash and cash equivalents
108,431
34,030
183,732
73,624
Gross investment income
20,695,920
17,185,950
40,304,599
34,896,919
Investment expenses
( 4,724,632 )
( 3,008,632 )
( 9,139,005 )
( 6,425,714 )
Net investment income
$ 15,971,288
$ 14,177,318
$ 31,165,594
$ 28,471,205
Net
investment income includes income earned by the restricted assets of the cemeteries and mortuaries of $ 730,534 and $ 190,668 for the three
months ended June 30, 2022 and 2021, respectively, and of $ 1,207,243 and $ 351,879 for the six months ended June 30, 2022 and 2021, 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 with regulatory authorities as required by law amounted to $ 10,114,458 at June 30, 2022 and $ 10,168,853 at December 31, 2021
(the December 31, 2021 amount has been corrected from that previously reported due to a typographical error). These restricted securities
are included in various assets under investments on the accompanying condensed consolidated balance sheets.
There
were no investments, aggregated by issuer, in excess of 10% of shareholders’ equity (before net unrealized gains and losses on
equity securities and fixed maturity securities) at June 30, 2022, other than investments issued or guaranteed by the United States Government.
Real
Estate Held for Investment and Held for Sale
The
Company strategically deploys resources into real estate to match the income and yield durations of its primary obligations. The sources
for these real estate assets come through its various business units in the form of acquisition, development and mortgage foreclosures.
Commercial
Real Estate Held for Investment and Held for Sale
The
Company owns and manages commercial real estate assets as a means of generating investment income. These assets are acquired in accordance
with the Company’s goals and objectives for risk-adjusted returns. Due diligence is conducted on each asset using internal and
third-party reports. Geographic locations and asset classes of the investment activity is determined by senior management under the direction
of the Board of Directors.
The
Company employs full-time employees to attend to the day-to-day operations of those assets within the greater Salt Lake area and close
surrounding markets. The Company utilizes third party property managers when the geographic boundary does not warrant full-time staff
or through strategic lease-up periods. The Company generally looks to acquire assets in regions that are high growth regions for employment
and population and in assets that provide operational efficiencies.
17
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
Investments (Continued)
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 uses
bank debt in strategic cases to leverage established yields or to acquire a higher quality or different class of asset.
The
aggregated net ending balance of commercial real estate that serves as collateral for bank loans was $ 134,069,866 and $ 134,251,205 as
of June 30, 2022 and December 31, 2021, respectively. The associated bank loan carrying values totaled $ 100,503,091 and $ 85,663,148 as
of June 30, 2022 and December 31, 2021, respectively.
During
the three and six months ended June 30, 2022 and 2021, the Company did not record any impairment losses on commercial real estate held
for investment or held for sale. Impairment losses, if any, are included in gains (losses) on investment and other assets on the condensed
consolidated statements of earnings.
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
June 30
2022
December 31
2021
June 30
2022
December 31
2021
Utah (1)
152,758,740
150,105,948
625,920
625,920
Louisiana
2,403,729
2,426,612
31,778
31,778
Mississippi
2,906,265
2,860,775
19,694
19,694
$ 158,068,734
$ 155,393,335
677,392
677,392
(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
June 30
2022
December 31
2021
June 30
2022
December 31
2021
Kansas
2,000,000
2,000,000
222,679
222,679
California
389,145
389,145
2,872
2,872
Mississippi (1)
151,553
151,553
-
-
$ 2,540,698
$ 2,540,698
225,551
225,551
(1)
Approximately 93 acres of
undeveloped land
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.
18
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
Investments (Continued)
The
Company established Security National Real Estate Services (“SNRE”) to manage the residential portfolio. SNRE cultivates
and maintains the preferred vendor relationships necessary to manage costs and quality of work performed on the portfolio of homes across
the country.
The
net ending balance of foreclosed residential real estate included in residential real estate held for sale was $ 200,962
and $ 1,190,602 as of June 30, 2022 and December 31, 2021, respectively.
During
the three months ended June 30, 2022 and 2021 the Company did not record any impairment losses on residential real estate held for sale
or held for investment. During the six months ended June 30, 2022 and 2021 the Company recorded impairment losses on residential real
estate held for sale of $ 94,400 and nil , respectively. Impairment losses are included in gains (losses) on investment and other assets
on the condensed consolidated statements of earnings.
The
Company’s residential real estate held for investment is summarized as follows:
Schedule of Residential Real Estate Investment
Net Ending Balance
June 30
2022
December 31
2021
Utah (1)
38,486,971
$ 41,686,281
Washington (2)
-
286,181
$ 38,486,971
$ 41,972,462
(1)
Includes subdivision land
developments
(2) Improved residential lots
The
following table presents additional information regarding the Company’s subdivision land developments in Utah.
June 30
2022
December 31
2021
Lots developed
48
67
Lots to be developed
1,348
548
Ending Balance
$ 38,285,419
$ 41,479,434
The
Company’s residential real estate held for sale is summarized as follows:
June 30
2022
December 31 2021
Net Ending Balance
June 30
2022
December 31 2021
Texas
$ 200,962
$ 200,962
Nevada
-
979,640
Ohio
-
10,000
Real estate held for sale
$ 200,962
$ 1,190,602
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.
19
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
Investments (Continued)
Real
Estate Owned and Occupied by the Company
The
primary business units of the Company occupy a portion of the real estate owned by the Company. As of June 30, 2022, 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 Building 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
Mortgage
loans held for investment consist of first and second mortgages. The mortgage loans bear interest at rates ranging from 2.0 % to 10.5 % ,
maturity dates range from nine months to 30 years and are secured by real estate. Concentrations of credit risk arise when a number of
mortgage loan debtors have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly
affected by changes in economic conditions. Although the Company has a diversified mortgage loan portfolio consisting of residential
mortgages, commercial loans and residential construction loans and requires collateral on all real estate exposures, a substantial portion
of its debtors’ ability to honor obligations is reliant on the economic stability of the geographic region in which the debtors
do business. At June 30, 2022, the Company had 79 % , 5 % , 4 % , 4 % , 2 % and 2 % of its mortgage loans from borrowers located in the states
of Utah, Florida, Texas, California, Nevada, and Arizona, respectively. 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.
Mortgage
loans held for investment are carried at their unpaid principal balances adjusted for net deferred fees, charge-offs, premiums, discounts
and the related allowance for loan losses. Interest income is included in net investment income on the condensed consolidated statements
of earnings and is recognized when earned. The Company defers related material loan origination fees, net of related direct loan origination
costs, and amortizes the net fees over the term of the loans. Origination fees are included in net investment income on the condensed
consolidated statements of earnings.
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 fair market value of the loan’s collateral. Amounts over 80% will require additional
collateral or mortgage insurance by an approved third-party insurer.
The
Company provides for losses on its mortgage loans held for investment through an allowance for loan losses (a contra-asset account).
The allowance is comprised of two components. The first component is an allowance for collectively evaluated impairment that is based
upon the Company’s historical experience in collecting similar receivables. The second component is based upon individual evaluation
of loans that are determined to be impaired. 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. In addition, when a mortgage loan is past
due more than 90 days, the Company does not accrue any interest income. When a loan becomes delinquent, the Company proceeds to foreclose
on the real estate and all expenses for foreclosure are expensed as incurred. Once foreclosed, an adjustment for the lower of cost or
fair value is made, if necessary, and the amount is classified as real estate held for investment or held for sale.
20
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
Investments (Continued)
The
allowance for losses on mortgage loans held for investment could change based on changes in the value of the underlying collateral, the
performance status of the loans, or the Company’s actual collection experience. The actual losses could change, in the near term,
from the established allowance, based upon the occurrence or non-occurrence of these events.
For
purposes of determining the allowance for losses, the Company has segmented its mortgage loans held for investment by loan type. The
Company’s loan types are commercial, residential, and residential construction. The inherent risks within the portfolio vary depending
upon the loan type as follows:
Commercial
- Underwritten in accordance with the Company’s policies to determine the borrower’s ability to repay the obligation
as agreed. Commercial loans are made primarily based on the underlying collateral supporting the loan. Accordingly, the repayment of
a commercial loan depends primarily on the collateral and its ability to generate income and secondarily 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 value exceeds 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.
21
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
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
June 30, 2022
Allowance for credit losses:
Beginning balance - January 1, 2022
$ 187,129
$ 1,469,571
$ 43,202
$ 1,699,902
Charge-offs
-
-
-
-
Provision
-
( 223,007 )
-
( 223,007 )
Ending balance - June 30, 2022
$ 187,129
$ 1,246,564
$ 43,202
$ 1,476,895
Ending balance: individually evaluated for impairment
$ -
$ 63,310
$ -
$ 63,310
Ending balance: collectively evaluated for impairment
$ 187,129
$ 1,183,254
$ 43,202
$ 1,413,585
Mortgage loans:
Ending balance - June 30, 2022
$ 34,050,215
$ 40,355,630
$ 203,130,224
$ 277,536,069
Ending balance: individually evaluated for impairment
$ 501,949
$ 1,294,512
$ 415,904
$ 2,212,365
Ending balance: collectively evaluated for impairment
$ 33,548,266
$ 39,061,118
$ 202,714,320
$ 275,323,704
December 31, 2021
Allowance for credit losses:
Beginning balance - January 1, 2021
$ 187,129
$ 1,774,796
$ 43,202
$ 2,005,127
Charge-offs
-
-
-
-
Provision
-
( 305,225 )
-
( 305,225 )
Ending balance - December 31, 2021
$ 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 - December 31, 2021
$ 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
$ 276,062,489 (1)
(1)
Amount corrected from that
previously reported due to a typographical error.
22
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
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
June 30, 2022
30-59 Days Past Due
$ 2,824,716
$ 2,433,116
$ 683,087
$ 5,940,919
60-89 Days Past Due
-
341,870
-
341,870
Greater Than 90 Days (1)
-
917,135
415,904
1,333,039
In Process of Foreclosure (1)
501,949
377,377
-
879,326
Total Past Due
3,326,665
4,069,498
1,098,991
8,495,154
Current
30,723,550
36,286,132
202,031,233
269,040,915
Total Mortgage Loans
34,050,215
40,355,630
203,130,224
277,536,069
Allowance for Loan Losses
( 187,129 )
( 1,246,564 )
( 43,202 )
( 1,476,895 )
Unamortized deferred loan fees, net
( 71,921 )
( 385,559 )
( 557,856 )
( 1,015,336 )
Unamortized discounts, net
( 238,128 )
( 114,084 )
-
( 352,212 )
Net Mortgage Loans
$ 33,553,037
$ 38,609,423
$ 202,529,166
$ 274,691,626
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
(1)
Interest income is not recognized
on loans past due greater than 90 days or in foreclosure.
23
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
Investments (Continued)
Impaired
Mortgage Loans Held for Investment
Impaired
mortgage loans held for investment include loans with a related specific valuation allowance or loans whose carrying amount has been
reduced to the expected collectible amount because the impairment has been considered other than temporary. The recorded investment in
and unpaid principal balance of impaired loans along with the related loan specific allowance for losses, if any, for each reporting
period and the average recorded investment and interest income recognized during the time the loans were impaired are summarized as follows:
Schedule
of Impairment Mortgage Loans
Recorded
Investment
Unpaid
Principal
Balance
Related
Allowance
Average
Recorded
Investment
Interest
Income
Recognized
June 30, 2022
With no related allowance recorded:
Commercial
$ 501,949
$ 501,949
$ -
$ 1,119,350
$ -
Residential
650,488
650,488
-
848,525
-
Residential construction
415,904
415,904
-
207,952
-
With an allowance recorded:
Commercial
$ -
$ -
$ -
$ -
$ -
Residential
644,024
644,024
63,310
730,672
-
Residential construction
-
-
-
-
-
Total:
Commercial
$ 501,949
$ 501,949
$ -
$ 1,119,350
$ -
Residential
1,294,512
1,294,512
63,310
1,579,197
-
Residential construction
415,904
415,904
-
207,952
-
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
-
24
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
3)
Investments (Continued)
Credit
Risk Profile Based on Performance Status
The
Company’s mortgage loan held for investment portfolio is monitored based on performance of the loans. Monitoring a mortgage loan
increases when the loan is delinquent or earlier if there is an indication of impairment. The Company defines non-performing mortgage
loans as loans 90 days or greater delinquent or on non-accrual status.
The
Company’s performing and non-performing mortgage loans held for investment are summarized as follows:
Schedule of Credit Risk of Mortgage Loans Based on Performance Status
Commercial
Residential
Residential Construction
Total
June 30,
2022
December
31,
2021
June 30,
2022
December 31,
2021
June 30,
2022
December 31,
2021
June 30,
2022
December 31,
2021
Performing
$ 33,548,266
$ 49,959,650
$ 39,061,118
$ 50,985,056
$ 202,714,320
$ 175,117,783
$ 275,323,704
$ 276,062,489
Non-performing
501,949
1,723,372
1,294,512
2,548,656
415,904
-
2,212,365
4,272,028
Total
$ 34,050,215
$ 51,683,022
$ 40,355,630
$ 53,533,712
$ 203,130,224
$ 175,117,783
$ 277,536,069
$ 280,334,517
Non-Accrual
Mortgage Loans Held for Investment
Once
a loan is past due 90 days, it is the policy of the Company to end the accrual of interest income on the loan and write off any interest
income that had been accrued. Payments received for loans on a non-accrual status are recognized on a cash basis. Interest income recognized
from any payments received for loans on a non-accrual status was immaterial. Accrual of interest resumes if a loan is brought current.
Interest not accrued on these loans totaled approximately $ 135,000 and $ 236,000 as of June 30, 2022 and December 31, 2021, respectively.
25
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
4)
Loans Held for Sale
The
Company has elected the fair value option for loans held for sale. Changes in the fair value of the loans are included in mortgage fee
income. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policy on mortgage
loans held for investment and is included in mortgage fee income on the condensed consolidated statement of earnings. See Note 8 to the
condensed consolidated financial statements for additional disclosures regarding loans held for sale.
The
following table presents the aggregate fair value and the aggregate unpaid principal balance of loans held for sale.
Summary of Aggregate Fair Value - Loans Held for Sale
As of June
30
2022
As of December 31
2021
Aggregate fair value
$ 209,860,409
$ 302,776,827
Unpaid principal balance
207,409,731
294,481,503
Unrealized gain
2,450,678
8,295,324
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
2022
2021
2022
2021
Three Months
Ended
June 30
Six Months
Ended
June 30
2022
2021
2022
2021
Loan fees
$ 7,950,227
$ 9,154,621
$ 15,037,410
$ 18,694,577
Interest income
2,923,446
2,188,380
4,955,315
4,500,181
Secondary gains
37,161,287
56,020,876
76,763,900
124,459,809
Change in fair value of loan commitments
( 2,247,244 )
( 482,863 )
428,127
( 168,397 )
Change in fair value of loans held for sale
( 3,463,922 )
( 1,114,632 )
( 6,210,487 )
( 8,060,513 )
Provision for loan loss reserve
( 292,896 )
( 608,569 )
( 598,922 )
( 1,269,232 )
Mortgage fee income
$ 42,030,898
$ 65,157,813
$ 90,375,343
$ 138,156,425
Loan
Loss Reserve
When
a repurchase demand corresponding to a mortgage loan previously held for sale and sold to a third-party investor is received from a third-party
investor, the relevant data is reviewed and captured so that an estimated future loss can be calculated. The key factors that are used
in the estimated loss calculation are as follows: (i) lien position, (ii) payment status, (iii) claim type, (iv) unpaid principal balance,
(v) interest rate, and (vi) validity of the demand. Other data is captured and is useful for management purposes; the actual estimated
loss is generally based on these key factors. The Company conducts its own review upon the receipt of a repurchase demand. In many instances,
the Company is able to resolve the issues relating to the repurchase demand by the third-party investor without having to make any payments
to the investor.
26
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
The
loan loss reserve, which is included in other liabilities and accrued expenses, is summarized as follows:
4)
Loans Held for Sale (Continued)
Summary of Loan Loss Reserve Included in Other Liabilities and
Accrued Expenses
As of June
30
2022
As of December
31
2021
Balance, beginning of period
$ 2,447,139
$ 20,583,618
Provision on current loan originations (1)
598,922
2,211,230
Charge-offs, net of recaptured amounts
( 1,105,275 )
( 20,347,709 )
Balance, end of period
$ 1,940,786
$ 2,447,139
(1)
Included in mortgage fee
income
The
Company maintains reserves for estimated losses on current production volumes. For the six months ended June 30, 2022, $ 598,922 in reserves
were added at a rate of 2.9 basis points per loan, the equivalent of $ 290 per $ 1,000,000 in loans originated. This is a decrease over
the three months ended June 30, 2021, when reserves of $ 1,269,232 were added at a rate of 4.5 basis points per loan originated, the equivalent
of $ 450 per $ 1,000,000 in loans originated. On February 1, 2021, SecurityNational Mortgage executed a settlement agreement with Lehman
Holdings in relation to 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.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 June 30, 2022, represents its best estimate for adequate
loss reserves on loans sold.
27
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
5)
Stock Compensation Plans
The
Company has three fixed option plans (the “2013 Plan”, the “2014 Director Plan” and the “2022 Plan”).
Compensation expense for options issued of $ 220,175 and nil has been recognized for these plans for the three months ended June 30, 2022
and 2021, respectively, and $ 491,922 and $ 39,153 has been recognized for these plans for the six months ended June 30, 2022 and 2021,
respectively. As of June 30, 2022, the total unrecognized compensation expense related to the options issued was $ 390,714 .
The
fair value of each option granted is estimated on the date of grant using the Black Scholes Option Pricing Model. The Company estimates
the expected life of the options using the simplified method. Future volatility is estimated based upon the weighted historical volatility
of the Company’s Class A common stock over a period equal to the expected life of the options. The risk-free interest rate for
the expected life of the options is based upon the Federal Reserve Board’s daily interest rates in effect at the time of the grant.
A
summary of the status of the Company’s stock compensation plans as of June 30, 2022, and the changes during the six months ended
June 30, 2022, are presented below:
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, 2022
1,024,351
$ 4.38
821,146
$ 5.26
Adjustment for effect of stock dividends
47,780
41,057
Granted
4,000
-
Exercised
( 71,330 )
-
Cancelled
( 1,591 )
-
Outstanding at June 30, 2022
1,003,210
$ 4.58
862,203
$ 5.26
As of June 30, 2022:
Options exercisable
955,460
$ 4.40
747,203
$ 4.78
As of June 30, 2022:
Available options for future grant
239,795
17,523
Weighted average contractual term of options outstanding at June 30, 2022
4.32
years
6.75
years
Weighted average contractual term of options exercisable at June 30, 2022
4.06
years
6.50
years
Aggregated intrinsic value of options outstanding at June 30, 2022 (1)
$ 3,891,873
$ 2,758,643
Aggregated intrinsic value of options exercisable at June 30, 2022 (1)
$ 3,878,980
$ 2,748,093
(1)
The Company used a stock
price of $ 8.46 as of June 30, 2022 to derive intrinsic value.
28
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
5)
Stock Compensation Plans (Continued)
A
summary of the status of the Company’s stock compensation plans as of June 30, 2021, and the changes during the six months ended
June 30, 2021, are presented below:
Number of
Class A
Shares
Weighted
Average
Exercise Price
Number of
Class C
Shares
Weighted
Average
Exercise Price
Outstanding at January 1, 2021
1,072,863
$ 4.22
662,666
$ 4.61
Adjustment for effect of stock dividends
47,594
33,136
Granted
-
-
Exercised
( 97,313 )
-
Cancelled
-
-
Outstanding at June 30, 2021
1,023,144
$ 4.29
695,802
$ 4.61
As of June 30, 2021:
Options exercisable
1,023,144
$ 4.29
695,802
$ 4.61
As of June 30, 2021:
Available options for future grant
358,462
279,825
Weighted average contractual term of options outstanding at June 30, 2021
5.18
years
6.32
years
Weighted average contractual term of options exercisable at June 30, 2021
5.18
years
6.32
years
Aggregated intrinsic value of options
outstanding at June 30, 2021 (1)
$ 4,135,399
$ 2,585,420
Aggregated intrinsic value of options
exercisable at June 30, 2021 (1)
$ 4,135,399
$ 2,585,420
(1)
The Company used a stock
price of $ 8.33 as of June 30, 2021, which was the closing price of the Company’s Class A shares on Nasdaq for that day, to derive
intrinsic value.
The
total intrinsic value (which is the amount by which the fair value of the underlying stock exceeds the exercise price of an option on
the exercise date) of stock options exercised during the six months June 30, 2022 and 2021 was $ 521,527 and $ 434,318 , respectively.
29
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
6)
Earnings Per Share
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 Earning Per Share, Basic and Diluted
2022
2021
2022
2021
Three Months Ended
June 30
Six Months Ended
June 30
2022
2021
2022
2021
Numerator:
Net earnings
$ 3,574,449
$ 11,257,479
$ 6,803,167
$ 23,386,194
Denominator:
Basic weighted-average shares outstanding
21,184,688
21,098,789
21,282,747
21,085,669
Effect of dilutive securities:
Employee stock options
833,142
824,058
851,132
867,350
Diluted weighted-average shares outstanding
22,017,830
21,922,847
22,133,879
21,953,019
Basic net earnings per share
$ 0.17
$ 0.53
$ 0.32
$ 1.11
Diluted net earnings per share
$ 0.16
$ 0.51
$ 0.31
$ 1.07
For
the six months June 30, 2022 and 2021, there were 52,500 and nil anti-dilutive employee stock option shares, respectively, that were
not included in the computation of diluted net earnings per common share as their effect would be anti-dilutive. Basic and diluted earnings
per share amounts are the same for each class of common stock.
The
following table summarizes the activity in shares of capital stock.
Summary of Activities in Shares of Capital Stock
Class A
Class C
Outstanding shares at December 31, 2020
16,595,783
2,679,603
Exercise of stock options
80,948
-
Stock dividends
836,263
131,554
Conversion of Class C to Class A
48,527
( 48,527 )
Outstanding shares at June 30, 2021
17,561,521
2,762,630
Outstanding shares at December 31, 2021
17,642,722
2,866,565
Exercise of stock options
69,096
-
Stock dividends
889,554
139,462
Conversion of Class C to Class A
77,316
( 77,316 )
Outstanding shares at June 30, 2022
18,678,688
2,928,711
30
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
7)
Business Segment Information
Description
of Products and Services by Segment
The
Company has three reportable business segments: life insurance, cemetery and mortuary, and mortgage. The Company’s life insurance
segment consists of life insurance premiums and operating expenses from the sale of insurance products sold by the Company’s independent
agency force and net investment income derived from investing policyholder and segment surplus funds. The Company’s cemetery and
mortuary segment consists of revenues and operating expenses from the sale of at-need cemetery and mortuary merchandise and services
at its mortuaries and cemeteries, pre-need sales of cemetery spaces after collection of 10% or more of the purchase price and the net
investment income from investing segment surplus funds. The Company’s mortgage segment consists of fee income and expenses from
the originations of residential mortgage loans and interest earned and interest expenses from warehousing loans held for sale.
Measurement
of Segment Profit or Loss and Segment Assets
The
accounting policies of the reportable segments are the same as those described in the Significant Accounting Principles of the Form 10-K
for the year ended December 31, 2021. Intersegment revenues are recorded at cost plus an agreed upon intercompany profit, and are eliminated
upon consolidation.
Factors
Management Used to Identify the Enterprise’s Reportable Segments
The
Company’s reportable segments are business units that are managed separately due to the different products provided and the need
to report separately to the various regulatory jurisdictions. The Company regularly reviews the quantitative thresholds and other criteria
to determine when other business segments may need to be reported.
31
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
7)
Business Segment Information (Continued)
Schedule of Revenues and Expenses by
Reportable Segment
Life Insurance
Cemetery/
Mortuary
Mortgage
Intercompany
Eliminations
Consolidated
For the Three Months Ended
June 30, 2022
Revenues from external customers
$ 41,166,269
$ 7,291,018
$ 47,109,367
$ -
$ 95,566,654
Intersegment revenues
2,075,987
85,151
77,826
( 2,238,964 )
-
Segment profit (loss) before income taxes
3,931,784
1,485,938
( 687,876 )
-
4,729,846
For the Six Months Ended
June 30, 2022
Revenues from external customers
$ 82,668,078
$ 14,754,212
$ 100,570,271
$ -
$ 197,992,561
Intersegment revenues
3,771,766
267,740
152,535
( 4,192,041 )
-
Segment profit before income taxes
4,748,269
3,506,255
918,838
-
9,173,362
Identifiable Assets
1,229,780,002
78,739,030
250,312,796
( 91,917,796 )
1,466,914,032
Goodwill
2,765,570
2,488,213
-
-
5,253,783
Total Assets
1,232,545,572
81,227,243
250,312,796
( 91,917,796 )
1,472,167,815
For the Three Months Ended
June 30, 2021
Revenues from external customers
$ 40,657,393
$ 6,807,922
$ 69,285,000
$ -
$ 116,750,315
Intersegment revenues
1,750,929
78,302
156,016
( 1,985,247 )
-
Segment profit before income taxes
4,694,177
2,269,325
7,713,850
-
14,677,352
For the Six Months Ended
June 30, 2021
Revenues from external customers
$ 79,601,227
$ 13,807,187
$ 146,000,507
$ -
$ 239,408,921
Intersegment revenues
3,652,981
155,809
317,032
( 4,125,822 )
-
Segment profit before income taxes
7,389,205
4,970,270
18,672,932
-
31,032,407
Identifiable Assets
1,193,893,855
59,621,349
317,945,282
( 72,923,887 )
1,498,536,599
Goodwill
2,765,570
754,018
-
-
3,519,588
Total Assets
1,196,659,425
60,375,367
317,945,282
( 72,923,887 )
1,502,056,187
32
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
8)
Fair Value of Financial Instruments
GAAP
defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants. GAAP also specifies a fair
value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market
data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. Fair
value measurements are classified under the following hierarchy:
Level
1: Financial assets and financial liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities
in an active market that the Company can access.
Level
2: Financial assets and financial liabilities whose values are based on the following:
a)
Quoted
prices for similar assets or liabilities in active markets;
b)
Quoted
prices for identical or similar assets or liabilities in non-active markets; or
c)
Valuation
models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability.
Level
3: Financial assets and financial liabilities whose values are based on prices or valuation techniques that require inputs that are
both unobservable and significant to the overall fair value measurement. These inputs may reflect the Company’s estimates of the
assumptions that market participants would use in valuing the financial assets and financial liabilities.
The
Company utilizes a combination of third-party valuation service providers, brokers, and internal valuation models to determine fair value.
The
following methods and assumptions were used by the Company in estimating the fair value disclosures related to significant financial
instruments.
The
items shown under Level 1 and Level 2 are valued as follows:
Fixed
Maturity Securities Available for Sale : The fair values of fixed maturity securities are based on quoted market prices, when
available. For fixed maturity securities not actively traded, fair values are estimated using values obtained from independent pricing
services, or in the case of private placements (considered Level 3 financial assets), are estimated by discounting expected future cash
flows using a current market value applicable to the coupon rate, credit and maturity of the investments.
Equity
Securities : The fair values for equity securities are based on quoted market prices.
Restricted
Assets : A portion of these assets include mutual funds and equity securities and fixed maturity securities that have quoted market
prices that are used to determine fair value. Also included are cash and cash equivalents and participations in mortgage loans. The carrying
amounts reported in the accompanying condensed consolidated balance sheets for these financial instruments approximate their fair values
due to their short-term nature.
Cemetery
Perpetual Care Trust Investments : A portion of these assets include equity securities and fixed maturity securities that have
quoted market prices that are used to determine fair value. Also included are cash and cash equivalents. The carrying amounts reported
in the accompanying condensed consolidated balance sheets for these financial instruments approximate their fair values due to their
short-term nature.
Call
and Put Option Derivatives : The fair values for call and put options are based on quoted market prices.
Additionally,
there were no transfers between Level 1 and Level 2 in the fair value hierarchy.
33
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
8)
Fair Value of Financial Instruments (Continued)
The
items shown under Level 3 are valued as follows:
Loans
Held for Sale : The Company elected the fair value option for loans held for sale. The fair value is based on quoted market prices,
when available. When a quoted market price is not readily available, the Company uses the market price from its last sale of similar
assets. Fair value is often difficult to determine and may contain significant unobservable inputs.
Loan
Commitments and Forward Sale Commitments : The Company’s mortgage segment enters into loan commitments with potential borrowers
and forward sale commitments to sell loans to third-party investors. The Company also uses a hedging strategy for these transactions.
A loan commitment binds the Company to lend funds to a qualified borrower at a specified interest rate and within a specified period
of time, generally up to 30 days after issuance of the loan commitment. Loan commitments are defined to be derivatives under GAAP and
are recognized at fair value on the consolidated balance sheets with changes in their fair values recorded in current earnings.
The
Company estimates the fair value of a loan commitment based on the change in estimated fair value of the underlying mortgage loan, quoted
MBS prices, estimates of the fair value of mortgage servicing rights, and an estimate of the probability that the mortgage loan will
fund within the terms of the commitment. The change in fair value of the underlying mortgage loan is measured from the date the loan
commitment is issued. Following issuance, the value of a mortgage loan commitment can be either positive or negative depending upon the
change in value of the underlying mortgage loans. Fallout rates and other factors from the Company’s recent historical data are
used to estimate the quantity and value of mortgage loans that will fund within the terms of the commitments.
Impaired
Mortgage Loans Held for Investment : The Company believes that the fair value of these nonperforming loans will approximate the
unpaid principal balance expected to be recovered based on the fair value of the underlying collateral. For residential and commercial
properties, the collateral value is estimated by obtaining an independent appraisal. The appraisal typically considers area comparables
and property condition as well as potential rental income that could be generated (particularly for commercial properties). For residential
construction loans, the collateral is typically incomplete, so fair value is estimated as the replacement cost using data from a provider
of building cost information to the real estate construction.
Impaired
Real Estate Held for Investment : The Company believes that in an orderly market, fair value will approximate the replacement
cost of a home and the rental income provides a cash flow stream for investment analysis. The Company believes the highest and best use
of the properties are as income producing assets since it is the Company’s intent to hold the properties as rental properties,
matching the income from the investment in rental properties with the funds required for future estimated policy claims.
It
should be noted that for replacement cost, when determining the fair value of real estate held for investment, the Company uses a provider
of building cost information to the real estate construction industry. For the investment analysis, the Company uses market data based
upon its real estate operation experience and projected the present value of the net rental income over seven years. The Company also
considers area comparable properties and property condition when determining fair value.
In
addition to this analysis performed by the Company, the Company depreciates Real Estate Held for Investment. This depreciation reduces
the book value of these properties and lessens the exposure to the Company from further deterioration in real estate values.
Mortgage
Servicing Rights : The Company initially recognizes Mortgage Servicing Rights (“MSRs”) at their estimated fair values
derived from the net cash flows associated with the servicing contracts, where the Company assumes the obligation to service the loan
in the sale transaction.
34
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
8)
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 recurring basis by
their classification in the condensed consolidated balance sheet at June 30, 2022.
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
$ 270,676,282
$ -
$ 268,713,493
$ 1,962,789
Equity securities
11,198,403
11,198,403
-
-
Loans held for sale
209,860,409
-
-
209,860,409
Restricted assets (1)
1,851,887
-
1,851,887
-
Restricted assets (2)
3,741,011
3,741,011
-
-
Cemetery perpetual care trust investments (1) (1)
653,462
-
653,462
-
Cemetery perpetual care trust investments (2) (2)
2,441,876
2,441,876
-
-
Derivatives - loan commitments (3)
9,864,213
-
-
9,864,213
Total assets accounted for at fair value on a recurring basis
$ 510,287,543
$ 17,381,290
$ 271,218,842
$ 221,687,411
Liabilities accounted for at fair value on a recurring basis
Derivatives - call options (4)
$ ( 13,683 )
$ ( 13,683 )
$ -
$ -
Derivatives - put options (4)
( 19,545 )
( 19,545 )
-
-
Derivatives - loan commitments (4)
( 2,420,571 )
-
-
( 2,420,571 )
Total liabilities accounted for at fair value on a recurring basis
$ ( 2,453,799 )
$ ( 33,228 )
$ -
$ ( 2,420,571 )
(1) Fixed maturity
securities available for sale
(2) Equity securities
(3) Included in other
assets on the consolidated balance sheets
(4) Included in other
liabilities and accrued expenses on the consolidated balance sheets
35
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
8)
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 recurring basis by
their classification in the condensed consolidated balance sheet at December 31, 2021.
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) (1)
784,765
-
784,765
-
Cemetery perpetual care trust investments (2) (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
36
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
8)
Fair Value of Financial Instruments (Continued)
For Level 3 assets and liabilities measured at fair value on a recurring
basis as of June 30, 2022, the significant unobservable inputs used in the fair value measurements were as follows:
Assets
and Liabilities Measured at Fair Value on A Recurring Basis
Significant
Range
of Inputs
Fair Value at
Valuation
Unobservable
Minimum
Maximum
Weighted
6/30/2022
Technique
Input(s)
Value
Value
Average
Loans held for sale
$
209,860,409
Market approach
Investor contract pricing as a percentage
of unpaid principal balance
86.9
%
106.1
%
100.8
%
Derivatives - loan commitments (net)
7,443,642
Market approach
Pull-through rate
60.0
%
95.0
%
79.0
%
Initial-Value
N/A
N/A
N/A
Servicing
0 bps
167 bps
60 bps
Fixed maturity securities available for sale
1,962,789
Broker quotes
Pricing quotes
$
96.87
$
111.11
$
104.86
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:
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
37
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
8)
Fair Value of Financial Instruments (Continued)
The
following table is a summary of changes in the condensed consolidated balance sheet line items measured using level 3 inputs for the
six months ending June 30, 2022:
Schedule
of Changes in the Consolidated Balance Sheet Line Items Measured Using Level 3 Inputs
Net Loan
Commitments
Loans Held
for Sale
Fixed Maturity
Securities
Available for Sale
Balance - December 31, 2021
$ 7,015,515
$ 302,776,827
$ 2,023,348
Originations and purchases
-
2,049,959,460
-
Sales, maturities and paydowns
-
( 2,187,475,867 )
( 24,350 )
Total gains (losses):
Included in earnings
428,127 (1)
44,599,989 (1)
1,957 (2)
Included in other comprehensive income
-
-
( 38,166 )
Balance - June 30, 2022
$ 7,443,642
$ 209,860,409
$ 1,962,789
(1)
As a component of Mortgage fee income on the condensed consolidated statements of earnings
(2)
As a component of Net investment income on the condensed consolidated statements of earnings
The
following table is a summary of changes in the condensed consolidated balance sheet line items measured using level 3 inputs for the
six months ending June 30, 2021:
Net
Loan
Commitments
Loans
Held
for Sale
Fixed
Maturity
Securities
Available for Sale
Balance
- December 31, 2020
$ 10,128,610
$ 422,772,418
$ 2,201,175
Originations
and purchases
-
2,810,230,507
-
Sales,
maturities and paydowns
-
( 3,025,027,077 )
( 22,400 )
Transfer
to mortgage loans held for investment
-
( 201,951 )
-
Total
gains (losses):
Included
in earnings
( 168,397 )(1)
88,954,189 (1)
1,801 (2)
Included
in other comprehensive income
-
-
252
Balance
- June 30, 2021
$ 9,960,213
$ 296,728,086
$ 2,180,828
(1)
As
a component of Mortgage fee income on the condensed consolidated statements of earnings
(2)
As
a component of Net investment income on the condensed consolidated statements of earnings
38
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
8)
Fair Value of Financial Instruments (Continued)
The
following table is a summary of changes in the condensed consolidated balance sheet line items measured using level 3 inputs for the
three months ending June 30, 2022:
Net Loan
Commitments
Loans Held
for Sale
Fixed Maturity
Securities
Available for Sale
Balance - March 31, 2022
$ 9,690,886
$ 234,012,872
$ 2,011,772
Originations and purchases
-
1,010,742,878
-
Sales, maturities and paydowns
-
( 1,055,390,037 )
( 12,400 )
Total gains (losses):
Included in earnings
( 2,247,244 )(1)
20,494,696 (1)
996 (2)
Included in other comprehensive income
-
-
( 37,579 )
Balance - June 30, 2022
$ 7,443,642
$ 209,860,409
$ 1,962,789
(1)
As a component of Mortgage fee income on the condensed consolidated
statements of earnings
(2)
As a component of Net investment income on the condensed consolidated
statements of earnings
The
following table is a summary of changes in the condensed consolidated balance sheet line items measured using level 3 inputs for the
three months ending June 30, 2021:
Net Loan Commitments
Loans Held for Sale
Fixed Maturity Securities Available for Sale
Balance - March 31, 2021
$ 10,443,076
$ 304,030,372
$ 2,191,093
Originations and purchases
-
1,360,389,498
-
Sales, maturities and paydowns
-
( 1,410,147,019 )
( 11,300 )
Total gains (losses):
Included in earnings
( 482,863 )(1)
42,455,235 (1)
908 (2)
Included in other comprehensive income
-
-
127
Balance - June 30, 2021
$ 9,960,213
$ 296,728,086
$ 2,180,828
(1)
As a component of Mortgage fee income on the condensed consolidated
statements of earnings
(2)
As a component of Net investment income on the condensed consolidated
statements of earnings
39
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
8)
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 nonrecurring basis
by their classification in the condensed consolidated balance sheet at June 30, 2022.
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
580,714
-
-
580,714
Total assets accounted for at fair value on a nonrecurring basis
$ 580,714
$ -
$ -
$ 580,714
The
following table summarizes Level 1, 2 and 3 financial assets and financial liabilities measured at fair value on a nonrecurring basis
by their classification in the condensed consolidated balance sheet at December 31, 2021.
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
40
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
8)
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 June 30, 2022 and December 31, 2021.
The
carrying values and estimated fair values for such financial instruments, and their corresponding placement in the fair value hierarchy,
are summarized as follows as of June 30, 2022:
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
$ 38,609,423
$ -
$ -
$ 37,669,281
$ 37,669,281
Residential construction
202,529,166
-
-
202,529,166
202,529,166
Commercial
33,553,037
-
-
33,070,818
33,070,818
Mortgage loans held for investment, net
$ 274,691,626
$ -
$ -
$ 273,269,265
$ 273,269,265
Policy loans
13,130,188
-
-
13,130,188
13,130,188
Insurance assignments, net (1)
41,514,424
-
-
41,514,424
41,514,424
Restricted assets (2)
2,284,145
-
-
2,284,145
2,284,145
Cemetery perpetual care trust investments (2)
2,275,145
-
-
2,275,145
2,275,145
Mortgage servicing rights, net
56,289,255
-
-
95,644,506
95,644,506
Liabilities
Bank and other loans payable
$ ( 200,344,907 )
$ -
$ -
$ ( 200,344,907 )
$ ( 200,344,907 )
Policyholder account balances (3)
( 42,060,137 )
-
-
( 35,231,639 )
( 35,231,639 )
Future policy benefits - annuities (3)
( 106,972,838 )
-
-
( 115,674,814 )
( 115,674,814 )
(1)
Included
in other investments and policy loans on the condensed consolidated balance sheets
(2)
Mortgage
loans held for investment
(3)
Included
in future policy benefits and unpaid claims on the condensed consolidated balance sheets
41
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
8)
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, 2021:
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 condensed consolidated balance sheets
(2)
Mortgage
loans held for investment
(3)
Included
in future policy benefits and unpaid claims on the condensed consolidated balance sheets
The
methods, assumptions and significant valuation techniques and inputs used to estimate the fair value of these financial instruments are
summarized as follows:
Mortgage
Loans Held for Investment : The estimated fair value of the Company’s mortgage loans held for investment is determined using
various methods. The Company’s mortgage loans are grouped into three categories: Residential, Residential Construction and Commercial.
When estimating the expected future cash flows, it is assumed that all loans will be held to maturity, and any loans that are non-performing
are evaluated individually for impairment.
Residential
– The estimated fair value is determined through a combination of discounted cash flows (estimating expected future cash flows
of payments and discounting them using current interest rates from single family mortgages) and considering pricing of similar loans
that were sold recently.
Residential
Construction – These loans are primarily short in maturity. Accordingly, the estimated fair value is determined to be the carrying
value.
Commercial
– The estimated fair value is determined by estimating expected future cash flows of payments and discounting them using current
interest rates for commercial mortgages.
Policy
Loans : The carrying amounts reported in the accompanying condensed consolidated balance sheet for these financial instruments
approximate their fair values because they are fully collateralized by the cash surrender value of the underlying insurance policies.
Insurance
Assignments, Net : These investments are primarily short in maturity, accordingly, the carrying amounts reported in the accompanying
condensed consolidated balance sheet for these financial instruments approximate their fair values.
42
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
8)
Fair Value of Financial Instruments (Continued)
Bank
and Other Loans Payable : The carrying amounts reported in the accompanying condensed consolidated balance sheet for these financial
instruments approximate their fair values due to their relatively short-term maturities and variable interest rates.
Policyholder
Account Balances and Future Policy Benefits-Annuities : Future policy benefit reserves for interest-sensitive insurance products
are computed under a retrospective deposit method and represent policy account balances before applicable surrender charges. Policy benefits
and claims that are charged to expense include benefit claims incurred in the period in excess of related policy account balances. Interest
crediting rates for interest-sensitive insurance products ranged from 1.5% to 6.5%. The fair values for these investment-type insurance
contracts are estimated based on the present value of liability cash flows. The fair values for the Company’s insurance contracts
other than investment-type contracts are not required to be disclosed. However, the fair values of liabilities under all insurance contracts
are taken into consideration in the Company’s overall management of interest rate risk, such that the Company’s exposure
to changing interest rates is minimized through the matching of investment maturities with amounts due under insurance contracts.
9)
Allowance for Doubtful Accounts
The
Company records an allowance and recognizes an expense for potential losses from other investments and receivables in accordance with
generally accepted accounting principles.
Receivables
are the result of cemetery and mortuary operations, mortgage loan operations and life insurance operations. The allowance is based upon
the Company’s historical experience for collectively evaluated impairment. Other allowances are based upon receivables individually
evaluated for impairment. Collectability of the cemetery and mortuary receivables is significantly influenced by current economic conditions.
The critical issues that impact recovery of mortgage loan operations are interest rate risk, loan underwriting, new regulations and the
overall economy
10)
Derivative Instruments
Mortgage
Banking Derivatives
Loan
Commitments
The
Company is exposed to price risk due to the potential impact of changes in interest rates on the values of loan commitments from the
time a loan commitment is made to an applicant to the time the loan that would result from the exercise of that loan commitment is funded.
Managing price risk is complicated by the fact that the ultimate percentage of loan commitments that will be exercised (i.e., the number
of loans that will be funded) fluctuates. The probability that a loan will not be funded or the loan application is denied or withdrawn
within the terms of the commitment is driven by a number of factors, particularly the change, if any, in mortgage rates following the
issuance of the loan commitment.
In
general, the probability of funding increases if mortgage rates rise and decreases if mortgage rates fall. This is due primarily to the
relative attractiveness of current mortgage rates compared to the applicant’s committed rate. The probability that a loan will
not be funded within the terms of the mortgage loan commitment also is influenced by the source of the applications (retail, broker or
correspondent channels), proximity to rate lock expiration, purpose for the loan (purchase or refinance), product type and the application
approval status. The Company has developed fallout estimates using historical data that take into account all of the variables, as well
as renegotiations of rate and point commitments that tend to occur when mortgage rates fall. These fallout estimates are used to estimate
the number of loans that the Company expects to be funded within the terms of the loan commitments and are updated periodically to reflect
the most current data.
43
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
10)
Derivative Instruments (Continued)
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 net of estimated commission expense. 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 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.
Forward
Sale Commitments
The
Company utilizes forward commitments to economically hedge the price risk associated with its outstanding mortgage loan commitments.
A forward commitment protects the Company from losses on sales of the loans arising from exercise of the loan commitments. Management
expects these types of commitments will experience changes in fair value opposite to changes in fair value of the loan commitments, thereby
reducing earnings volatility related to the recognition in earnings of changes in the values of the commitments.
The
net changes in fair value of loan commitments and forward sale commitments are shown in current earnings as a component of mortgage fee
income on the consolidated statements of earnings. Mortgage banking derivatives are shown in other assets and other liabilities and accrued
expenses on the condensed consolidated balance sheets.
Call
and Put Options 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 realized gains (losses) on investments and other assets. Call and put options are shown in other liabilities
and accrued expenses on the condensed consolidated balance sheets.
The
following table shows the fair value and notional amounts of derivative instruments.
Schedule
of Derivative Assets at Fair Value
June 30, 2022
December 31, 2021
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
$ 692,681,295
$ 9,864,213
$ 2,420,571
$ 862,568,967
$ 8,563,410
$ 1,547,895
Call options
Other
liabilities
696,900
-
13,683
982,500
-
50,936
Put options
Other
liabilities
482,500
-
19,545
362,900
-
4,493
Total
$ 693,860,695
$ 9,864,213
$ 2,453,799
$ 863,914,367
$ 8,563,410
$ 1,603,324
44
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
June
30, 2022 (Unaudited)
10)
Derivative Instruments (Continued)
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
Net Amount Gain (Loss)
Net Amount Gain (Loss)
Three Months
Ended
June 30
Six Months
Ended
June 30
Derivative
Classification
2022
2021
2022
2021
Loan commitments
Mortgage
fee income
$ ( 2,247,244 )
$ ( 482,863 )
$ 428,127
$ ( 168,397 )
Call and put options
Gains
on investments and other assets
$ 65,033
$ 88,522
$ 126,229
$ 115,285
11)
Reinsurance, Commitments and Contingencies
Reinsurance
The
Company follows the procedure of reinsuring risks in excess of a specified limit, which ranges from $ 25,000 to $ 100,000 . The Company
is liable for these amounts in the event such reinsurers are unable to pay their portion of the claims. The Company has also assumed
insurance from other companies.
Mortgage
Loan Loss Settlements
Future
loan losses can be extremely difficult to estimate. However, the Company believes that the Company’s reserve methodology and its
current practice of property preservation allow it to estimate its potential losses on loans sold. See Note 4 to the condensed consolidated
financial statements for additional information about the Company’s loan loss reserve.
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 SOFR rate plus 2.1% and matures on June 2, 2023 . 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 .
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 November 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 SOFR rate plus 2.50% and matures on May 26, 2023 . 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.
45
SECURITY NATIONAL FINANCIAL
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated
Financial Statements
June 30, 2022 (Unaudited)
11)
Reinsurance, Commitments and Contingencies (Continued)
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 2.10% plus the
greater of (i) 0% , and (ii) the one-month forward-looking term rate based on SOFR and matures on June 2, 2023 .
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 June 30, 2022, the Company was in compliance with all debt covenants.
Other
Contingencies and Commitments
The
Company has entered into commitments to fund construction and land development loans and has also provided financing for land acquisition
and development. As of June 30, 2022, the Company’s commitments were approximately $ 328,580,000 for these loans, of which $ 207,689,514
had been funded. The Company will advance funds once the work has been completed and an independent inspection is made. The maximum loan
commitment ranges between 50 % and 80 % of appraised value. The Company receives fees and interest for these loans and the interest rate
is generally fixed 5.25 % to 8.00 % per annum. Maturities range between six and eighteen months.
The
Company belongs to a captive insurance group for certain casualty insurance, worker compensation and liability programs. Insurance reserves
are maintained relative to these programs. The level of exposure from catastrophic events is limited by the purchase of stop-loss and
aggregate liability reinsurance coverage. When estimating the insurance liabilities and related reserves, the captive insurance management
considers a number of factors, which include historical claims experience, demographic factors, severity factors and valuations provided
by independent third-party actuaries. If actual claims or adverse development of loss reserves occurs and exceed these estimates, additional
reserves may be required. The estimation process contains uncertainty since captive insurance management must use judgment to estimate
the ultimate cost that will be incurred to settle reported claims and unreported claims for incidents incurred but not reported as of
the balance sheet date.
The
Company is a defendant in various other legal actions arising from the normal conduct of business. Management believes that none of the
actions, if adversely determined, will have a material effect on the Company’s financial position or results of operations. Based
on management’s assessment and legal counsel’s representations concerning the likelihood of unfavorable outcomes, no amounts
have been accrued for the above claims in the consolidated financial statements.
The
Company is not a party to any other material legal proceedings outside the ordinary course of business or to any other legal proceedings,
which, if adversely determined, would have a material adverse effect on its financial condition or results of operations.
46
SECURITY NATIONAL FINANCIAL
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated
Financial Statements
June 30, 2022 (Unaudited)
12)
Mortgage Servicing Rights
The
Company initially records these MSRs at fair value as discussed in Note 8.
After
being initially recorded at fair value, MSRs backed by mortgage loans are accounted for using the amortization method. Amortization expense
is included in other expenses on the consolidated statements of earnings. MSR amortization is determined by amortizing the MSR balance
in proportion to, and over the period of the estimated future net servicing income of the underlying financial assets.
The
Company periodically assesses MSRs for impairment. Impairment occurs when the current fair value of the MSR falls below the asset’s
carrying value (carrying value is the amortized cost reduced by any related valuation allowance). If MSRs are impaired, the impairment
is recognized in current-period earnings and the carrying value of the MSRs is adjusted through a valuation allowance.
Management
periodically reviews the various loan strata to determine whether the value of the MSRs in a given stratum is impaired and likely to
recover. When management deems recovery of the value to be unlikely in the foreseeable future, a write-down of the cost of the MSRs for
that stratum to its estimated recoverable value is charged to the valuation allowance.
The
following table presents the MSR activity.
Schedule
of Mortgage Servicing Rights
As of June 30
2022
As of December 31
2021
Amortized cost:
Balance before valuation allowance at beginning of year
$ 53,060,455
$ 35,210,516
MSR additions resulting from loan sales
9,066,637
32,701,819
Amortization (1)
( 5,837,837 )
( 14,851,880 )
Application of valuation allowance to write down MSRs with other than temporary
impairment
-
-
Balance before valuation allowance at end of period
$ 56,289,255
$ 53,060,455
Valuation allowance for impairment of MSRs:
Balance at beginning of year
$ -
$ -
Additions
-
-
Application of valuation allowance to write down MSRs with other than temporary
impairment
-
-
Balance at end of period
$ -
$ -
Mortgage servicing rights, net
$ 56,289,255
$ 53,060,455
Estimated fair value of MSRs at end of period
$ 95,644,506
$ 68,811,809
(1)
Included in other expenses on the condensed consolidated statements
of earnings
47
SECURITY NATIONAL FINANCIAL
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated
Financial Statements
June 30, 2022 (Unaudited)
12)
Mortgage Servicing Rights (Continued)
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 June 30, 2022 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
2021
6,184,893
2022
5,460,823
2023
4,983,934
2024
4,490,584
2025
4,050,463
Thereafter
31,118,558
Total
$ 56,289,255
The
Company collected the following contractual servicing fee income and late fee income as reported in other revenues on the condensed consolidated
statement of earnings.
Schedule
of Other Revenues
2022
2021
2022
2021
Three Months Ended
June 30
Six Months Ended
June 30
2022
2021
2022
2021
Contractual servicing fees
$ 4,694,969
$ 3,755,294
$ 9,201,229
$ 7,142,765
Late fees
81,597
74,437
181,635
155,487
Total
$ 4,776,566
$ 3,829,731
$ 9,382,864
$ 7,298,252
The
following is a summary of the unpaid principal balances (“UPB”) of the servicing portfolio.
Summary
of Unpaid Principal Balances of the Servicing Portfolio
As of June 30
2022
As of December 31 2021
Servicing UPB
$ 7,502,116,963
$ 7,060,536,350
The
following key assumptions were used in determining MSR value:
Schedule
of Assumptions Used in Determining MSR Value
Prepayment
Speeds
Average
Life (Years)
Discount
Rate
June 30, 2022
7.50
8.3
9.50
December 31, 2021
11.60
6.64
9.50
48
SECURITY NATIONAL FINANCIAL
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated
Financial Statements
June 30, 2022 (Unaudited)
13)
Income Taxes
The
Company’s overall effective tax rate for the three months ended June 30, 2022 and 2021 was 24.4 % and 23.3 %, respectively, which
resulted in a provision for income taxes of $ 1,155,397 and $ 3,419,873 , respectively. The Company’s overall effective tax rate for
the six months ended June 30, 2022 and 2021 was 25.8 % and 24.6 %, respectively, which resulted in a provision for income taxes of $ 2,370,195
and $ 7,646,213 , respectively. The Company’s effective tax rates differ from the U.S. federal statutory rate of 21 % partially due
to its provision for state income taxes. The increase in the effective tax rate when compared to the prior year is partially due to a
larger increase to the valuation allowance in the current period when compared to the prior period year.
Interim
income taxes are based on an estimated annualized effective tax rate applied to the respective quarterly periods, adjusted for discrete
tax items in the period in which they occur. Although the Company believes its tax estimates are reasonable, the Company can make no
assurance that the final tax outcome of these matters will not be different from that which it has reflected in its historical income
tax provisions and accruals.
14)
Revenues from Contracts with Customers
The
Company reports revenues from contracts with customers pursuant to ASC No. 606, Revenue from Contracts with Customers .
Information
about Performance Obligations and Contract Balances
The
Company’s cemetery and mortuary segment sells a variety of goods and services to customers in both at-need and pre-need situations.
Due to the timing of the fulfillment of the obligation, revenue is deferred until that obligation is fulfilled.
The
Company’s three types of future obligations are as follows:
Pre-need
Merchandise and Service Revenue : All pre-need merchandise and service revenue is deferred and the funds are placed in trust until
the need arises, the merchandise is received or the service is performed. The trust is then relieved, and the revenue and commissions
are recognized.
At-need
Specialty Merchandise Revenue : At-need specialty merchandise revenue consists of customizable merchandise ordered from a manufacturer
such as markers and bases. When specialty merchandise is ordered, it can take time to manufacture and deliver the product. Revenue is
deferred until the at-need merchandise is received.
Deferred
Pre-need Land Revenue : Deferred pre-need revenue and corresponding commissions are deferred until 10% of the funds are received
from the customer through regular monthly payments. Deferred pre-need land revenue is not placed in trust.
Complete
payment of the contract does not constitute fulfillment of the performance obligation. Goods or services are deferred until such time
the service is performed or merchandise is received. Pre-need contracts are required to be paid in full prior to a customer using a good
or service from a pre-need contract. Goods and services from pre-need contracts can be transferred when paid in full from one owner to
another. In such cases, the Company will act as an agent in transferring the requested goods and services. A transfer of goods and services
does not fulfill an obligation and revenue remains deferred.
49
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated
Financial Statements
June 30, 2022 (Unaudited)
14)
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 (1/1/2022)
$ 5,298,636
$ -
$ 14,508,022
Closing (6/30/2022)
5,667,019
-
15,519,297
Increase/(decrease)
368,383
-
1,011,275
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
(1)
Included in Receivables, net on the condensed consolidated
balance sheets
The
amount of revenue recognized and included in the opening contract liability balance for the three months ended June 30, 2022 and 2021
was $ 1,526,324 and $ 1,309,936 , respectively, and for the six months ended June 30, 2022 and 2021 was $ 2,590,428 and $ 2,444,937 , 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.
Schedule
of Revenues of the Cemetery and Mortuary Contracts
2022
2021
2022
2021
Three Months Ended
June 30
Six Months Ended
June 30
2022
2021
2022
2021
Major goods/service lines
At-need
$ 5,598,109
$ 4,001,408
$ 11,464,987
$ 8,043,428
Pre-need
1,652,394
2,316,990
2,991,237
4,217,096
Net mortuary and cemetery
sales
$ 7,250,503
$ 6,318,398
$ 14,456,224
$ 12,260,524
Timing of Revenue Recognition
Goods transferred at a point in time
$ 4,594,656
$ 4,552,154
$ 8,775,201
$ 8,750,827
Services transferred at a point in time
2,655,847
1,766,244
5,681,023
3,509,697
Net mortuary and cemetery
sales
$ 7,250,503
$ 6,318,398
$ 14,456,224
$ 12,260,524
50
SECURITY NATIONAL FINANCIAL
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated
Financial Statements
June 30, 2022 (Unaudited)
14)
Revenues from Contracts with Customers (Continued)
The
following table reconciles revenues from cemetery and mortuary contracts to Note 7 – Business Segment Information for the Cemetery/Mortuary
Segment for the periods presented:
Schedule
of Reconciliation of Revenues from Cemetery and Mortuary Contracts to Business Segment Information
2022
2021
2022
2021
Three Months Ended
June 30
Six Months Ended
June 30
2022
2021
2022
2021
Net mortuary and cemetery sales
$ 7,250,503
$ 6,318,398
$ 14,456,224
$ 12,260,524
Gains (losses) on investments and other assets
( 720,135 )
227,546
( 974,660 )
1,025,886
Net investment income
739,272
240,587
1,235,731
470,891
Other revenues
21,378
21,391
36,917
49,886
Revenues from external customers
7,291,018
6,807,922
14,754,212
13,807,187
51
Item
2. 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 the 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
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.
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 is less competitive 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.
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. Currently, approximately 75% of insurance operations office staff work in the office with the flexibility
for hybrid-remote or completely remote working arrangements as needed.
The
following table shows the condensed financial results of the insurance operations for three and six months ended June 30, 2022 and 2021.
See Note 7 to the condensed consolidated financial statements.
Three months ended June 30
(in thousands of dollars)
Six months ended June 30
(in thousands of dollars)
2022
2021
% Increase (Decrease)
2022
2021
% Increase (Decrease)
Revenues from external customers
Insurance premiums
$ 25,912
$ 24,959
4 %
$ 52,254
$ 48,309
8 %
Net investment income
15,126
13,805
10 %
29,707
27,743
7 %
Gains on investments and other assets
(266 )
1,210
(122 )%
(159 )
2,371
(107 )%
Other
394
684
(42 )%
866
1,177
(26 )%
Total
$ 41,166
$ 40,658
1 %
$ 82,668
$ 79,600
4 %
Intersegment revenue
$ 2,076
$ 1,750
19 %
$ 3,772
$ 3,653
3 %
Earnings before income taxes
$ 3,932
$ 4,694
(16 )%
$ 4,748
$ 7,389
(36 )%
Intersegment
revenues are primarily interest income from the warehouse line for loans held for sale provided to SecurityNational Mortgage Company
(“SecurityNational Mortgage”). Profitability for the six months ended June 30, 2022 decreased due to (a) a $2,965,000 increase
in selling, general and administrative expenses, (b) a $2,530,000 decrease in gains on investments and other assets primarily due to
a decrease in the fair value of equity securities, (c) a $1,716,000 increase in future policy benefits, (d) a $1,184,000 increase in
amortization of deferred policy acquisition costs primarily due to an increase in the average outstanding balance of deferred policy
and pre-need acquisition costs, (e) a $823,000 increase in interest expense, and (f) a $311,000 decrease in other revenues, which were
partially offset by (i) a $3,945,000 increase in insurance premiums and other considerations, (ii) a $1,963,000 increase in net investment
income, (iii) a $704,000 decrease in death, surrenders and other policy benefits, (iv) a $158,000 decrease in intersegment interest expense
and other expenses, and a (v) $119,000 increase in intersegment revenue.
52
Cemetery
and Mortuary Operations
The
Company sells mortuary services and products through its nine mortuaries in Utah and three mortuaries in New Mexico. The Company also
sells cemetery products and services through its five cemeteries in Utah, one cemetery in San Diego County, California, and one cemetery
in Santa Fe, New Mexico. At-need product sales and services are recognized as revenue when the services are performed or when the products
are delivered. Pre-need cemetery product sales are deferred until the merchandise is delivered and services performed. Recognition of
revenue for cemetery land sales occurs when 10% of the purchase price is received.
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 of 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.
The
following table shows the condensed financial results of the cemetery and mortuary operations for the three and six months ended June
30, 2022 and 2021. See Note 7 to the condensed consolidated financial statements.
Three months ended June 30
(in thousands of dollars)
Six months ended June 30
(in thousands of dollars)
2022
2021
% Increase (Decrease)
2022
2021
% Increase (Decrease)
Revenues from external customers
Mortuary revenues
$ 3,106
$ 1,912
62 %
$ 6,872
$ 3,933
75 %
Cemetery revenues
4,144
4,406
(6 )%
7,584
8,328
(9 )%
Net investment income
739
241
207 %
1,236
471
162 %
Gains (losses) on investments and other assets
(720 )
228
(416 )%
(975 )
1,026
(195 )%
Other
21
21
0 %
36
50
(28 )%
Total
$ 7,290
$ 6,808
7 %
$ 14,753
$ 13,808
7 %
Earnings before income taxes
$ 1,486
$ 2,269
(35 )%
$ 3,506
$ 4,970
(29 )%
Profitability
in the six months ended June 30, 2022 decreased due to (a) a $2,001,000 decrease in gains on investments and other assets primarily attributable
to a $579,000 decrease in gains on real estate sales and a $1,443,000 decrease in the fair value of equity securities classified as restricted
assets and cemetery perpetual care trust investments, (b) a $1,955,000 increase in selling, general and administrative expenses, (c)
a $1,226,000 decrease in cemetery pre-need sales, (d) a $455,000 increase in costs of goods sold, (e) a $114,000 increase in intersegment
interest expense and other expenses, (f) a $35,000 increase in amortization of deferred policy acquisition costs, and (g) a $13,000 decrease
in other revenues, which were partially offset by (i) a $2,940,000 increase in mortuary at-need sales, (ii) a $765,000 increase in net
investment income, (iii) a $482,000 increase in cemetery at-need sales, (iv) a $112,000 increase in intersegment revenues, and (v) a
$36,000 decrease in interest expense.
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.
53
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 42% 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.
Mortgage
rates have followed the US Treasury yields up in response to the higher than expected inflation and the expectation that the Federal
Reserve will continue to raise rates in the near term. As expected, the rapid increase in mortgage rates has resulted in a decrease in
loan originations classified as ‘refinance’. Higher mortgage rates have also had a negative effect on loan originations classified
as ‘purchase’, although not as significant as those in the refinance classification.
For
the six months ended June 30, 2022 and 2021, SecurityNational Mortgage originated 6,419 loans ($2,049,959,000 total volume) and 10,149
loans ($2,748,316,000 total volume), respectively. For the six months ended June 30, 2021, EverLEND Mortgage originated 191 loans ($61,914,000
total volume).
In
response to the COVID-19 pandemic, mortgage operations have integrated employee work from home accommodations into its standard operating
procedures. A large percentage of fulfillment employees are in office however the flexibility remains to accommodate in office or work
from home functionality.
The
following table shows the condensed financial results of the mortgage operations for the three and six months ended June 30, 2022 and
2021. See Note 7 to the condensed consolidated financial statements.
Three months ended June 30
(in thousands of dollars)
Six months ended June 30
(in thousands of dollars)
2022
2021
% Increase (Decrease)
2022
2021
% Increase (Decrease)
Revenues from external customers
Secondary gains from investors
$ 37,161
$ 56,021
(34 )%
$ 76,764
$ 124,460
(38 )%
Income from loan originations
10,581
10,735
(1 )%
19,393
21,925
(12 )%
Change in fair value of loans held for sale
(3,464 )
(1,115 )
211 %
(6,210 )
(8,061 )
(23 )%
Change in fair value of loan commitments
(2,247 )
(483 )
365 %
428
(168 )
(355 )%
Net investment income
106
132
(20 )%
223
257
(13 )%
Gains on investments and other assets
72
40
80 %
391
40
878 %
Other
4,901
3,955
24 %
9,581
7,547
27 %
Total
$ 47,110
$ 69,285
(32 )%
$ 100,570
$ 146,000
(31 )%
Earnings before income taxes
$ (688 )
$ 7,714
(109 )%
$ 919
$ 18,673
(95 )%
Included
in other revenues is service fee income. Profitability for the six months ended June 30, 2022 decreased due to (a) a $47,696,000 decrease
in secondary gains from investors, (b) a $2,532,000 decrease in income from loan originations, (c) a $1,114,000 increase in personnel
expenses, (d) a $164,000 decrease in intersegment revenues, (e) a $110,000 increase in intersegment interest expense and other expenses,
and a (f) $34,000 decrease in net investment income, which were partially offset by (i) a $24,216,000 decrease in commissions, (ii) a
$2,338,000 decrease in other expenses, (iii) a $2,034,000 increase in other revenues, (iv) a $1,850,000 increase in the fair value of
loans held for sale, (v) a $793,000 decrease in costs related to funding mortgage loans, (vi) a $782,000 decrease in advertising expenses,
(vii) a $679,000 decrease in interest expense, (viii) $597,000 increase in the fair value of loan commitments, (ix) a $351,000 increase
in gains on investments and other assets, (x) a $230,000 decrease in rent and rent related expenses, and (xi) a $27,000 decrease in depreciation
on property and equipment.
Mortgage
Loan Loss Settlements
Future
mortgage 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 reasonably estimate its potential losses on mortgage loans sold. The estimated
liability for indemnification losses was included in other liabilities and accrued expenses and, as of June 30, 2022 and December 31,
2021, the balances were $1,940,786 and $2,447,139, respectively.
54
Consolidated
Results of Operations
Three
Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021
Total
revenues decreased by $21,184,000, or 18.1%, to $95,567,000 for the three months ended June 30, 2022, from $116,750,000 for the comparable
period in 2021. Contributing to this decrease in total revenues was a $23,127,000 decrease in mortgage fee income and a $2,392,000 decrease
in gains on investments and other assets which were partially offset by a $1,794,000 increase in net investment income, a $953,000 increase
in insurance premiums and other considerations, a $932,000 increase in net mortuary and cemetery sales, and a $656,000 increase in other
revenues.
Mortgage
fee income decreased by $23,127,000, or 35.5%, to $42,031,000, for the three months ended June 30, 2022, from $65,158,000 for the comparable
period in 2021. This decrease was primarily due to a $18,860,000 decrease in secondary gains from mortgage loans sold to third-party
investors into the secondary market a $2,349,000 decrease in the fair value of loans held for sale, a $1,764,000 decrease in the fair
value of loan commitments, and a $154,000 decrease in loan fees and interest income net of a decrease in the provision for loan loss
reserve.
Insurance
premiums and other considerations increased by $953,000, or 3.8%, to $25,912,000 for the three months ended June 30, 2022, from $24,959,000
for the comparable period in 2021. This increase was primarily due to an increase of $1,194,000 in renewal premiums due to the growth
of the Company’s outstanding policies in recent years, particularly in whole life products, which resulted in more premium paying
business in force.
Net
investment income increased by $1,794,000, or 12.7%, to $15,971,000 for the three months ended June 30, 2022, from $14,177,000 for the
comparable period in 2021. This increase was primarily attributable to a $2,342,000 increase in mortgage loan interest, a $1,010,000
increase in real estate income, a $114,000 increase in fixed maturity securities income, a $74,000 increase in interest on cash and cash
equivalents, a $59,000 increase in income on other investments, and a $14,000 increase in equity securities income, which were partially
offset by a $1,716,000 increase in investment expenses, a $78,000 decrease in insurance assignment income, and a $25,000 decrease in
policy loan income.
Net
mortuary and cemetery sales increased by $932,000, or 14.8%, to $7,250,000 for the three months ended June 30, 2022, from $6,318,000
for the comparable period in 2021. This increase was primarily due to a $1,194,000 increase in mortuary at-need sales and a $403,000
increase in cemetery at-need sales, which were partially offset by a $665,000 decrease in cemetery pre-need sales.
Gains
on investments and other assets decreased by $2,392,000, or 161.9%, to $914,000 in losses for the three months ended June 30, 2022, from
$1,477,000 in gains for the comparable period in 2021. This decrease in gains on investments and other assets was primarily due to a
$2,661,000 decrease in gains on equity securities mostly attributable to decreases in the fair value of these equity securities and a
$67,000 decrease in gains on fixed maturity securities, which were partially offset by a $336,000 increase in gains on other assets.
Other
revenues increased by $656,000, or 14.1%, to $5,316,000 for the three months ended June 30, 2022, from $4,660,000 for the comparable
period in 2021. This increase was primarily attributable to an increase in servicing fee revenue.
Total
benefits and expenses were $90,837,000, or 95.1% of total revenues, for the three months ended June 30, 2022, as compared to $102,073,000,
or 87.4% of total revenues, for the comparable period in 2021.
Death
benefits, surrenders and other policy benefits, and future policy benefits decreased by an aggregate of $323,000 or 1.4%, to $22,593,000
for the three months ended June 30, 2022, from $22,916,000 for the comparable period in 2021. This decrease was primarily the result
of a $800,000 decrease in future policy benefits and a $5,000 decrease in death benefits ($518,000 for COVID-19 related deaths), which
were partially offset by a $483,000 increase in surrender and other policy benefits.
55
Amortization
of deferred policy and pre-need acquisition costs and value of business acquired increased by $399,000, or 10.9%, to $4,053,000 for the
three months ended June 30, 2022, from $3,654,000 for the comparable period in 2021. 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 decreased by $11,889,000, or 16.3%, to $61,047,000 for the three months ended June 30, 2022, from
$72,936,000 for the comparable period in 2021. This decrease was primarily the result of a $11,496,000 decrease in commissions, a $856,000
decrease in other expenses, a $695,000 decrease in costs related to funding mortgage loans, and a $172,000 decrease in rent and rent
related expenses, which were partially offset by a $1,176,000 increase in personnel expenses and a $154,000 increase in depreciation
on property and equipment.
Interest
expense increased by $206,000, or 12.2%, to $1,900,000 for the three months ended June 30, 2022, from $1,694,000 for the comparable period
in 2021. This increase was primarily due to an increase of $335,000 in interest expense on bank loans, which was partially offset by
a decrease of $129,000 in interest expense on mortgage warehouse lines for loans held for sale.
Cost
of goods and services sold-mortuaries and cemeteries increased by $370,000, or 42.4%, to $1,243,000 for the three months ended June 30,
2022, from $873,000 for the comparable period in 2021. This increase was primarily due to a $293,000 increase in mortuary at-need sales
and a $102,000 increase in cemetery at-need sales, which were partially offset by a $25,000 decrease in cemetery pre-need sales.
Six
Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021
Total
revenues decreased by $41,416,000, or 17.3%, to $197,993,000 for the six months ended June 30, 2022, from $239,409,000 for the comparable
period in 2021. Contributing to this decrease in total revenues was a $47,781,000 decrease in mortgage fee income and a $4,180,000 decrease
in gains on investments and other assets, which were partially offset by a $3,945,000 increase in insurance premiums and other considerations,
a $2,694,000 increase in net investment income, a $2,196,000 increase in net mortuary and cemetery sales, and a $1,710,000 increase in
other revenues.
Mortgage
fee income decreased by $47,781,000, or 34.6%, to $90,375,000, for the six months ended June 30, 2022, from $138,156,000 for the comparable
period in 2021. This decrease was primarily due to a $47,696,000 decrease in secondary gains from mortgage loans sold to third-party
investors into the secondary market and a $2,532,000 decrease in loan fees and interest income net of a decrease in the provision for
loan loss reserve, which were partially offset by a $1,850,000 increase in the fair value of loans held for sale and a $597,000 increase
in the fair value of loan commitments.
Insurance
premiums and other considerations increased by $3,945,000, or 8.2%, to $52,254,000 for the six months ended June 30, 2022, from $48,309,000
for the comparable period in 2021. This increase was due to an increase of increase of $2,494,000 in renewal premiums due to the growth
of the Company’s outstanding policies in recent years, particularly in whole life products, which resulted in more premium paying
business in force and an increase of $1,451,000 in first year premiums as a result of increased insurance sales.
Net
investment income increased by $2,694,000, or 9.5%, to $31,165,000 for the six months ended June 30, 2022, from $28,471,000 for the comparable
period in 2021. This increase was primarily attributable to a $4,218,000 increase in mortgage loan interest, a $1,006,000 increase in
income on real estate, a $116,000 increase in income on other investments, a $110,000 increase in interest on cash and cash equivalents,
a $49,000 increase in policy loan income, and a $8,000 increase in equity securities income, which were partially offset by a $2,713,000
increase in investment expenses, a $74,000 decrease in fixed maturity securities income, and a $26,000 decrease in insurance assignment
income.
Net
mortuary and cemetery sales increased by $2,196,000, or 17.9%, to $14,456,000 for the six months ended June 30, 2022, from $12,260,000
for the comparable period in 2021. This increase was primarily due to a $2,940,000 increase in mortuary at-need sales and a $482,000
increase in cemetery at-need sales, which were partially offset by a $1,226,000 decrease in cemetery pre-need sales.
56
Gains
on investments and other assets decreased by $4,180,000, or 121.6%, to $742,000 in losses for the six months ended June 30, 2022, from
$3,437,000 in gains for the comparable period in 2021. This decrease in gains on investments and other assets was primarily due to a
$4,337,000 decrease in gains on equity securities mostly attributable to decreases in the fair value of these equity securities and a
$94,000 decrease in gains on fixed maturity securities, which were partially offset by a $251,000 increase in gains on other assets.
Other
revenues increased by $1,710,000, or 19.5%, to $10,484,000 for the six months ended June 30, 2022, from $8,774,000 for the comparable
period in 2021. This increase was primarily attributable to an increase in servicing fee revenue.
Total
benefits and expenses were $188,819,000, or 95.4% of total revenues, for the six months ended June 30, 2022, as compared to $208,377,000,
or 87.0% of total revenues, for the comparable period in 2021.
Death
benefits, surrenders and other policy benefits, and future policy benefits increased by an aggregate of $1,012,000 or 2.2%, to $47,572,000
for the six months ended June 30, 2022, from $46,560,000 for the comparable period in 2021. This increase was primarily the result of
a $1,716,000 increase in future policy benefits and a $728,000 increase in surrender and other policy benefits, which were partially
offset by a $1,432,000 decrease in death benefits ($1,341,000 for COVID-19 related deaths).
Amortization
of deferred policy and pre-need acquisition costs and value of business acquired increased by $1,219,000, or 16.9%, to $8,450,000 for
the six months ended June 30, 2022, from $7,231,000 for the comparable period in 2021. 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 decreased by $22,351,000, or 15.0%, to $126,742,000 for the six months ended June 30, 2022, from
$149,093,000 for the comparable period in 2021. This decrease was primarily the result of a $24,324,000 decrease in commissions, a $793,000
decrease in costs related to funding mortgage loans, a $714,000 decrease in other expenses, a $379,000 decrease in rent and rent related
expenses, and a $91,000 decrease in advertising expenses, which were partially offset by a $3,679,000 increase in personnel expenses
and a $269,000 increase in depreciation on property and equipment.
Interest
expense increased by $108,000, or 3.1%, to $3,628,000 for the six months ended June 30, 2022, from $3,520,000 for the comparable period
in 2021. This increase was primarily due to a $778,000 increase in interest expense on bank loans, which was partially offset by decrease
of $670,000 in interest expense on mortgage warehouse lines for loans held for sale.
Cost
of goods and services sold-mortuaries and cemeteries increased by $455,000, or 23.1%, to $2,428,000 for the six months ended June 30,
2022, from $1,973,000 for the comparable period in 2021. This increase was primarily due to a $596,000 increase in mortuary at-need sales
and a $66,000 increase in cemetery at-need sales, which were partially offset by and a $207,000 decrease in cemetery pre-need sales.
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 from mortgage loans held for sale that are sold to investors into the secondary market. 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.
57
During
the six months ended June 30, 2022 and 2021, the Company’s operations provided cash of $97,639,000 and $124,476,000, respectively.
The decrease in cash provided by operations from the six months ended June 30, 2021 to those ended June 30, 2022 was due primarily to
decreased proceeds from the sale 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.
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 $270,404,000 (at estimated fair value)
and $259,005,000 (at estimated fair value) as of June 30, 2022 and December 31, 2021, respectively. This represented 32.6% and 31.5%
of the total investments as of June 30, 2022, and December 31, 2021, 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 June 30, 2022, 3.0% (or $7,969,000) and at December 31, 2021, 3.9% (or $9,991,000) of the Company’s total bond investments
were invested in bonds in rating categories three through six, which are considered non-investment grade.
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 June 30, 2022 and December 31, 2021, the life insurance
subsidiaries were in compliance with the regulatory criteria.
The
Company’s total capitalization of stockholders’ equity, bank and other loans payable was $480,830,000 as of June 30, 2022,
as compared to $551,054,000 as of December 31, 2021. Stockholders’ equity as a percent of total capitalization was 58.3% and 54.4%
as of June 30, 2022 and December 31, 2021, respectively.
Lapse
rates measure the amount of insurance terminated during a particular period. The Company’s lapse rate for life insurance in 2021
was 4.8% as compared to a rate of 5.9% for 2020. The 2022 lapse rate to date has been approximately the same as 2021.
The
combined statutory capital and surplus of the Company’s life insurance subsidiaries was $83,477,000 and $82,823,000 as of June
30, 2022 and December 31, 2021, respectively. The life insurance subsidiaries cannot pay a dividend to their parent company without the
approval of state insurance regulatory authorities.
COVID-19
Pandemic
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. Most monetary and fiscal interventions
have been significantly curtailed.
58
Like
most businesses, COVID-19 has impacted the Company, including the temporary 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 and 2022, the Company continued to adapt to the impact of COVID-19 and its related economic effects. 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.
Item
3. 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.
Item
4. Controls and Procedures.
Disclosure
Controls and Procedures
As
of June 30, 2022, the Company carried out an evaluation under the supervision and with the participation of its Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s
disclosure controls and procedures are designed to ensure that information required to be disclosed in the Securities and Exchange Commission
(SEC) reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time
period specified by the SEC’s rules and forms and that such information is accumulated and communicated to management, including
the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. The executive officers have
concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2022, and that the unaudited condensed
consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s
financial condition, results of operations, and cash flows for the periods presented in conformity with United States Generally Accepted
Accounting Principles (GAAP).
Changes
in Internal Control over Financial Reporting
There
have not been any significant changes in the Company’s internal control over financial reporting during the most recently completed
fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over
financial reporting.
59
Part
II - Other Information
Item
1. Legal Proceedings .
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 be expected to have a material adverse effect on its financial condition or results of operation.
Item
1A. Risk Factors.
As
a smaller reporting company, the Company is not required to provide information typically disclosed under this item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent
Sales of Unregistered Securities and Use of Proceeds from Registered Securities
None.
Issuer
Purchases of Equity Securities
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 Stock Repurchase Plan was amended in December 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. The repurchased
shares of Class A common stock will 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 during the three months ended June 30, 2022 under the 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 (or Approximate Dollar Value) of Class
A Shares that May Yet Be Purchased Under the Plan or Program
4/1/2022-4/30/2022
27,396
$ 10.06
-
452,533
5/1/2022-5/31/2022
9,355
9.97
-
443,178
6/1/2022-6/30/2022
-
-
-
443,178
Total
36,751
$ 10.04
-
443,178
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
None.
Item
5. Other Information.
None.
60
Item
6. Exhibits, Financial Statements Schedules and Reports on Form 8-K.
(a)(1)
Financial
Statements
See
“Table of Contents – Part I – Financial Information” under page 2 above
(a)(2)
Financial
Statement Schedules
None
All
other schedules to the consolidated financial statements required by Article 7 of Regulation S-X are not required under the related instructions
or are inapplicable and therefore have been omitted.
(a)(3)
Exhibits
The
following Exhibits are filed herewith pursuant to Rule 601 of Regulation S-K or are incorporated by reference to previous filings.
3.1
Amended and Restated Articles of Incorporation (4)
3.2
Amended and Restated Bylaws (6)
4.1
Specimen
Class A Stock Certificate (1)
4.2
Specimen
Class C Stock Certificate (1)
4.3
Specimen
Preferred Stock Certificate and Certificate of Designation of Preferred Stock (1)
10.1
Employee
Stock Ownership Plan, as amended and restated (ESOP) and Trust Agreement (1)
10.2
Amended and Restated 2013 Stock Option and Other Equity Incentive Awards Plan (3)
10.3
Amended
and Restated 2014 Director Stock Option Plan (7)
10.4
Employment Agreement with Scott M. Quist (2)
10.5
Stock Repurchase Plan (5)
14
Code
of Business Conduct and Ethics (6)
21
Subsidiaries
of the Registrant (8)
31.1
Certification
pursuant to 18 U.S.C. Section 1350, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification
pursuant to 18 U.S.C. Section 1350, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.xml
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Taxonomy
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101.cal
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101.def
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Extension Label Linkbase Document
101.pre
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Extension Presentation Linkbase Document
(1)
Incorporated
by reference from Registration Statement on Form S-1, as filed on June 29, 1987
(2)
Incorporated
by reference from Report on Form 10-Q, as filed on November 13, 2015
(3)
Incorporated
by reference from Report on Form 10-Q, as filed on August 15, 2016
(4)
Incorporated
by reference from Report on Form 10-K, as filed on March 31, 2017
(5)
Incorporated
by reference from Report on Form 10-Q, as filed on November 13, 2018
(6)
Incorporated
by reference from Report on Form 10-Q, as filed on May 15, 2019
(7)
Incorporated
by reference from Report on Form 10-Q, as filed on August 14, 2020
(8)
Incorporated
by reference from Report on Form 10-K, as filed on March 31, 2022
61
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
REGISTRANT
SECURITY
NATIONAL FINANCIAL CORPORATION
Registrant
Dated:
August 15, 2022
/s/
Scott M. Quist
Scott
M. Quist
Chairman,
President and Chief Executive Officer
(Principal
Executive Officer)
Dated:
August 15, 2022
/s/
Garrett S. Sill
Garrett
S. Sill
Chief
Financial Officer and Treasurer
(Principal
Financial Officer and Principal Accounting Officer)
62
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.