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 September 30, 2023
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 , 6th 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 November 3, 2023, the registrant had 20,008,016 shares of Class A Common Stock, $2.00 par value, outstanding and 2,971,854 shares
of Class C Common Stock, $2.00 par value, outstanding.
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
FORM
10-Q
QUARTER
ENDED SEPTEMBER 30, 2023
Table
of Contents
Page
No.
Part I - Financial Information
Item
1.
Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022
3-4
Condensed Consolidated Statements of Earnings for the three and nine month periods ended September 30, 2023 and 2022 (unaudited)
5
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine month periods ended September 30, 2023 and 2022 (unaudited)
6
Condensed Consolidated Statements of Stockholders’ Equity as of September 30, 2023 and June 30, 2022 (unaudited)
7-8
Condensed Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2023 and 2022 (unaudited)
9-10
Notes to Condensed Consolidated Financial Statements (unaudited)
11
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
63
Item
3.
Quantitative and Qualitative Disclosures about Market Risk
70
Item
4.
Controls and Procedures
70
Part II - Other Information
Item
1.
Legal Proceedings
71
Item
1A.
Risk Factors
71
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
71
Item
3.
Defaults Upon Senior Securities
71
Item
4.
Mine Safety Disclosures
71
Item
5.
Other Information
71
Item
6.
Exhibits
72
Signatures
73
2
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
Part
I - Financial Information
Item
1. Financial Statements.
September
30,
2023
(Unaudited)
December
31,
2022
Assets
Investments:
Fixed
maturity securities, available for sale, at estimated fair value (amortized cost of $ 380,283,562 and $ 362,750,511 for 2023 and 2022, respectively;
net of allowance for credit losses of $ 211,500 and nil for 2023 and 2022, respectively)
$ 356,448,259
$ 345,858,492
Equity securities at
estimated fair value (cost of $ 10,470,974 and $ 9,942,265 for 2023 and 2022, respectively)
12,309,544
11,682,526
Mortgage loans held
for investment (net of allowance for credit losses of $ 2,612,944 and $ 1,970,311 for 2023 and 2022, respectively)
249,307,098
308,123,927
Real estate held for
investment (net of accumulated depreciation of $ 28,516,470 and $ 23,793,204 for 2023 and 2022, respectively)
184,691,463
191,328,616
Real estate held for sale
4,764,367
11,161,582
Other investments and
policy loans (net of allowance for credit losses of $ 1,555,261 and $ 1,609,951 for 2023 and 2022, respectively)
66,253,417
70,508,156
Accrued
investment income
12,266,695
10,299,826
Total investments
886,040,843
948,963,125
Cash and cash equivalents
134,751,854
120,919,805
Loans held for sale at estimated fair value
152,546,566
141,179,620
Receivables (net of allowance for credit
losses of $ 1,520,801 and $ 2,229,791 for 2023 and 2022, respectively)
15,498,951
28,573,092
Restricted assets (including $ 7,847,136
and $ 6,565,552 for 2023 and 2022 respectively, at estimated fair value; net of allowance for credit losses of $ 2,232 and
nil for 2023 and 2022, respectively)
19,907,485
18,935,055
Cemetery perpetual care trust investments
(including $ 4,223,197 and $ 3,859,893 for 2023 and 2022, respectively, at estimated fair value; net of allowance for credit
losses of $ 3,933 and nil for 2023 and 2022, respectively)
7,640,990
7,276,210
Receivable from reinsurers
14,764,228
15,033,938
Cemetery land and improvements
9,068,760
9,101,474
Deferred policy and pre-need contract acquisition
costs
114,422,565
108,655,128
Mortgage servicing rights, net
3,494,723
3,039,765
Property and equipment, net
19,580,298
20,579,649
Value of business acquired
8,922,400
9,803,736
Goodwill
5,253,783
5,253,783
Other
21,878,789
23,798,512
Total
Assets
$ 1,413,772,235
$ 1,461,112,892
See
accompanying notes to condensed consolidated financial statements (unaudited).
3
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS (Continued)
September
30,
2023
(Unaudited)
December
31,
2022
Liabilities and Stockholders’
Equity
Liabilities
Future policy benefits and unpaid
claims
$ 908,917,966
$ 889,327,303
Unearned premium reserve
2,611,873
2,773,616
Bank and other loans payable
108,431,028
161,712,804
Deferred pre-need cemetery and mortuary contract
revenues
17,573,212
16,226,836
Cemetery perpetual care obligation
5,265,166
5,099,542
Accounts payable
2,977,402
5,361,449
Other liabilities and accrued expenses
56,431,051
57,113,888
Income taxes
13,670,993
30,710,527
Total liabilities
1,115,878,691
1,168,325,965
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; 20,007,611 shares issued and outstanding as of September 30, 2023 and 18,758,031 shares issued
and outstanding as of December 31, 2022
40,015,222
37,516,062
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; 2,971,854 shares issued and outstanding as of September 30, 2023 and 2,889,859 shares
issued and outstanding as of December 31, 2022
5,943,708
5,779,718
Common Stock , Value
5,943,708
5,779,718
Additional paid-in capital
72,190,361
64,767,769
Accumulated other comprehensive loss, net of
taxes
( 18,282,298 )
( 13,070,277 )
Retained earnings
204,117,486
202,160,306
Treasury stock at
cost - 870,523 Class A shares and 35,717 Class C shares as of September 30, 2023; and 525,870 Class A shares and 34,016 Class
C shares as of December 31, 2022
( 6,090,935 )
( 4,366,651 )
Total stockholders’
equity
297,893,544
292,786,927
Total
Liabilities and Stockholders’ Equity
$ 1,413,772,235
$ 1,461,112,892
See
accompanying notes to condensed consolidated financial statements (unaudited).
4
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
2023
2022
2023
2022
Three
Months Ended September 30,
Nine
Months Ended September 30,
2023
2022
2023
2022
Revenues:
Mortgage fee income
$ 24,936,019
$ 28,607,888
$ 77,003,778
$ 118,983,231
Insurance premiums and other considerations
28,906,803
26,237,417
85,687,394
78,491,364
Net investment income
19,248,463
18,603,070
57,195,320
49,768,664
Net mortuary and cemetery sales
7,234,031
6,470,363
20,874,174
20,926,587
Losses on investments and other assets
( 932,414 )
( 2,178,952 )
( 4,676 )
( 2,921,372 )
Other
848,825
5,737,434
2,832,630
16,221,307
Total revenues
80,241,727
83,477,220
243,588,620
281,469,781
Benefits and expenses:
Death benefits
14,678,251
13,996,753
46,811,922
45,720,503
Surrenders and other policy benefits
1,467,066
1,337,507
3,550,416
3,814,442
Increase in future policy benefits
9,476,678
7,389,732
26,031,421
20,761,276
Amortization of deferred policy and pre-need
acquisition costs and value of business acquired
4,480,457
5,061,713
13,615,359
13,511,235
Selling, general and administrative expenses:
Commissions
10,467,796
15,004,275
30,877,232
53,303,814
Personnel
20,234,106
24,392,703
62,705,033
76,772,417
Advertising
994,433
1,372,636
2,863,597
4,680,169
Rent and rent related
1,677,701
1,701,164
5,285,492
5,062,696
Depreciation on property
and equipment
590,168
636,246
1,765,797
1,880,095
Costs related to funding
mortgage loans
1,563,172
1,371,315
5,246,881
6,255,415
Other
7,124,347
11,178,276
22,308,291
34,444,040
Interest expense
1,151,534
2,136,763
4,019,669
5,764,327
Cost of goods and services
sold-mortuaries and cemeteries
1,177,328
1,200,481
3,614,599
3,628,334
Total benefits and expenses
75,083,037
86,779,564
228,695,709
275,598,763
Earnings (loss) before income
taxes
5,158,690
( 3,302,344 )
14,892,911
5,871,018
Income tax benefit (expense)
( 1,117,397 )
949,159
( 3,258,740 )
( 1,421,036 )
Net earnings (loss)
$ 4,041,293
$ ( 2,353,185 )
$ 11,634,171
$ 4,449,982
Net
earnings (loss) per Class A Equivalent common share (1)
$ 0.18
$ ( 0.11 )
$ 0.53
$ 0.20
Net
earnings (loss) per Class A Equivalent common share-assuming dilution (1)
$ 0.18
$ ( 0.10 )
$ 0.51
$ 0.19
Weighted-average Class
A equivalent common shares outstanding (1)
22,063,495
21,976,292
22,066,243
22,213,846
Weighted-average Class
A equivalent common shares outstanding-assuming dilution (1)
22,831,726
22,695,996
22,700,342
23,036,213
(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)
2023
2022
2023
2022
Three
Months Ended September 30,
Nine
Months Ended September 30,
2023
2022
2023
2022
Net earnings
(loss)
$ 4,041,293
$ ( 2,353,185 )
$ 11,634,171
$ 4,449,982
Other comprehensive income:
Unrealized losses on
fixed maturity securities
available for sale
$ ( 6,805,602 )
( 13,523,240 )
( 6,580,750 )
( 41,845,274 )
Unrealized gains (losses)
on restricted assets (1)
( 12,284 )
27,060
( 14,340 )
( 88,058 )
Unrealized
gains (losses) on cemetery perpetual care trust investments (1)
( 2,487 )
28,931
( 3,299 )
( 24,294 )
Other
comprehensive loss, before income tax
( 6,820,373 )
( 13,467,249 )
( 6,598,389 )
( 41,957,626 )
Income
tax benefit
1,432,846
2,825,936
1,386,368
8,815,498
Other comprehensive
loss, net of income tax
( 5,387,527 )
( 10,641,313 )
( 5,212,021 )
( 33,142,128 )
Comprehensive income
(loss)
$ ( 1,346,234 )
$ ( 12,994,498 )
$ 6,422,150
$ ( 28,692,146 )
(1)
Fixed maturity securities available for sale
See
accompanying notes to condensed consolidated financial statements (unaudited).
6
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
Nine
Months Ended September 30, 2023
Class
A Common Stock
Class
C Common Stock
Additional
Paid-in Capital
Accumulated
Other Comprehensive Income (Loss)
Retained
Earnings
Treasury
Stock
Total
January 1, 2023
$ 37,516,062
$ 5,779,718
$ 64,767,769
$ ( 13,070,277 )
$ 202,160,306
$ ( 4,366,651 )
$ 292,786,927
Cumulative effect adjustment upon adoption
of new accounting standard (ASU 2016-13)
-
-
-
-
( 671,506 )
-
( 671,506 )
Net earnings
-
-
-
-
1,240,172
-
1,240,172
Other comprehensive income
-
-
-
4,127,558
-
-
4,127,558
Stock-based compensation expense
-
-
143,671
-
-
-
143,671
Exercise of stock options
96,092
-
( 62,073 )
-
-
-
34,019
Sale of treasury stock
-
-
( 43,493 )
-
-
620,651
577,158
Purchase of treasury stock
-
-
-
-
-
( 1,204,357 )
( 1,204,357 )
Conversion Class C to
Class A
1,872
( 1,872 )
-
-
-
-
-
March 31, 2023
$ 37,614,026
$ 5,777,846
$ 64,805,874
$ ( 8,942,719 )
$ 202,728,972
$ ( 4,950,357 )
$ 297,033,642
Net earnings
-
-
-
-
6,352,706
-
6,352,706
Other comprehensive loss
-
-
-
( 3,952,052 )
-
-
( 3,952,052 )
Stock-based compensation expense
-
-
141,954
-
-
-
141,954
Exercise of stock options
159,284
-
( 154,424 )
-
-
-
4,860
Vesting of restricted stock units
810
-
( 810 )
-
-
-
-
Sale of treasury stock
-
-
( 54,350 )
-
-
623,056
568,706
Purchase of treasury stock
-
-
126,990
-
-
( 1,514,049 )
( 1,387,059 )
Conversion Class C to Class A
113,930
( 113,930 )
-
-
-
-
-
Stock dividends
1,899,350
283,188
6,820,431
-
( 9,002,969 )
-
-
June 30, 2023
$ 39,787,400
$ 5,947,104
$ 71,685,665
$ ( 12,894,771 )
$ 200,078,709
$ ( 5,841,350 )
$ 298,762,757
Net earnings
-
-
-
-
4,041,293
-
4,041,293
Other comprehensive loss
-
-
-
( 5,387,527 )
-
-
( 5,387,527 )
Stock-based compensation expense
-
-
145,973
-
-
-
145,973
Exercise of stock options
223,006
-
( 196,926 )
-
-
-
26,080
Vesting of restricted stock units
810
-
( 810 )
-
-
-
-
Sale of treasury stock
-
-
98,387
-
-
458,530
556,917
Purchase of treasury stock
-
-
456,166
-
-
( 708,115 )
( 251,949 )
Conversion Class C to Class A
3,396
( 3,396 )
-
-
-
-
-
Stock dividends
610
-
1,906
-
( 2,516 )
-
-
September 30, 2023
$ 40,015,222
$ 5,943,708
$ 72,190,361
$ ( 18,282,298 )
$ 204,117,486
$ ( 6,090,935 )
$ 297,893,544
7
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)
(Unaudited)
Nine
Months Ended September 30, 2022
Class
A Common Stock
Class
C Common Stock
Additional
Paid-in Capital
Accumulated
Other Comprehensive Income (Loss)
Retained
Earnings
Treasury
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
Balance
$ 37,357,376
$ 5,857,422
$ 64,657,027
$ ( 4,430,367 )
$ 183,273,171
$ ( 6,229,574 )
$ 280,485,055
Net loss
-
-
-
-
( 2,353,185 )
-
( 2,353,185 )
Net earnings (loss )
-
-
-
-
( 2,353,185 )
-
( 2,353,185 )
Other comprehensive loss
-
-
-
( 10,641,313 )
-
-
( 10,641,313 )
Other comprehensive income (loss)
-
-
-
( 10,641,313 )
-
-
( 10,641,313 )
Stock-based compensation expense
-
-
230,853
-
-
-
230,853
Sale of treasury stock
-
-
( 47,285 )
-
-
1,187,752
1,140,467
Conversion Class C to
Class A
77,704
( 77,704 )
-
-
-
-
-
September 30, 2022
$ 37,435,080
$ 5,779,718
$ 64,840,595
$ ( 15,071,680 )
$ 180,919,986
$ ( 5,041,822 )
$ 268,861,877
Balance
$ 37,435,080
$ 5,779,718
$ 64,840,595
$ ( 15,071,680 )
$ 180,919,986
$ ( 5,041,822 )
$ 268,861,877
8
SECURITY
NATIONAL FINANCIAL CORPORATION
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
2023
2022
Nine
Months Ended September 30,
2023
2022
Cash flows from operating
activities:
Net
cash provided by operating activities
$ 18,383,768
$ 109,318,230
Cash flows from investing
activities:
Purchases of fixed maturity securities
( 50,158,586 )
( 115,680,915 )
Sales, calls and maturities of fixed maturity
securities
33,160,924
11,695,675
Purchases of equity securities
( 6,464,200 )
( 3,591,283 )
Sales of equity securities
5,891,964
2,295,931
Purchases of restricted assets
( 1,836,290 )
( 1,157,021 )
Sales, calls and maturities of restricted assets
387,049
-
Purchases of cemetery perpetual care trust
investments
( 493,833 )
-
Sales, calls and maturities of perpetual care
trust investments
177,932
325,908
Mortgage loans held for investment, other investments
and policy loans made
( 467,172,350 )
( 569,434,389 )
Payments received for mortgage loans held for
investment, other investments and policy loans
532,511,486
577,997,140
Purchases of property and equipment
( 791,569 )
( 966,375 )
Sales of property and equipment
-
62,561
Purchases of real estate
( 17,219,245 )
( 20,892,501 )
Sales of real estate
25,727,541
22,941,365
Net
cash provided by (used in) investing activities
53,720,823
( 96,403,904 )
Cash flows from financing
activities:
Investment contract receipts
9,323,700
8,853,710
Investment contract withdrawals
( 11,657,189 )
( 11,964,046 )
Proceeds from stock options exercised
64,959
127,265
Purchases of treasury stock
( 2,843,365 )
( 7,277,291 )
Repayment of bank loans
( 69,133,305 )
( 48,383,522 )
Proceeds from bank loans
68,500,000
59,618,050
Net change in warehouse
line borrowings for loans held for sale
( 52,720,401 )
( 61,081,557 )
Net
cash used in financing activities
( 58,465,601 )
( 60,107,391 )
Net
change in cash, cash equivalents, restricted cash and restricted cash equivalents
13,638,990
( 47,193,065 )
Cash, cash equivalents,
restricted cash and restricted cash equivalents at beginning of period
133,483,817
141,414,282
Cash,
cash equivalents, restricted cash and restricted cash equivalents at end of period
$ 147,122,807
$ 94,221,217
Supplemental Disclosure
of Cash Flow Information:
Cash paid during the year for:
Interest
$ 4,182,368
$ 5,646,811
Income taxes (net of refunds)
18,911,907
468,578
Non Cash Operating, Investing
and Financing Activities:
Transfer from mortgage loans held for investment
to restricted assets
$ 1,625,961
$ -
Transfer from mortgage loans held for investment
to cemetery perpetual care trust investments
6,111,550
-
Transfer from loans held for sale to mortgage
loans held for investment
3,017,626
49,428,757
Benefit plans funded with treasury stock
1,702,781
4,214,440
Right-of-use assets obtained in exchange for
operating lease liabilities
139,095
1,164,287
Right-of-use assets obtained in exchange for
finance lease liabilities
12,332
-
Accrued real estate construction costs and
retainage
-
1,401,437
9
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:
Nine
Months Ended September 30,
2023
2022
Cash and cash equivalents
$ 134,751,854
$ 84,947,720
Restricted assets
10,946,379
8,276,613
Cemetery perpetual care
trust investments
1,424,574
996,884
Total cash, cash equivalents,
restricted cash and restricted cash equivalents
$ 147,122,807
$ 94,221,217
Cash,
cash equivalents, restricted cash and restricted cash equivalents at end of period
$ 147,122,807
$ 94,221,217
See
accompanying notes to condensed consolidated financial statements (unaudited).
10
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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 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, 2022, 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 nine month periods ended September
30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
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 or sale; 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 credit losses; 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.
Banking
Environment .
On
March 10, 2023 and March 12, 2023, Silicon Valley Bank and Signature Bank were placed in receivership with the Federal Deposit Insurance
Corporation (FDIC). Normal banking activities resumed shortly thereafter. On May 1, 2023, First Republic Bank was placed in receivership
with the FDIC and was immediately purchased by a national bank.
The
Company does not maintain any deposit or other accounts or credit facilities with Silicon Valley Bank, Signature Bank or First Republic
Bank. The Company may periodically transfer funds to these banks to pay for services rendered by third party vendors that continue to
maintain banking relationships with these banks. The Company continues to monitor the banking industry and its relationships with regional
and community banks.
11
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
2)
Recent Accounting Pronouncements
Accounting
Standards Adopted in 2023
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 held for investment and held
to maturity debt securities) and available for sale debt securities. For assets held at an amortized cost basis, Topic 326 eliminates
the probable initial recognition threshold 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 Topic 326 requires that credit losses be presented as
an allowance rather than as a write-down. The Company adopted this standard on January 1, 2023, and after a review of the affected assets,
decreased the opening balance of retained earnings in stockholders’ equity by $ 671,506 on January 1, 2023. The allowances for credit
losses increased (decreased) by the following amounts.
Schedule
of Increased (Decrease) in Allowances for Credit Losses Upon ASU
Amount
Mortgage loans held for investment:
Residential
$ ( 192,607 )
Residential construction
301,830
Commercial
555,807
Total
665,030
Restriced assets - mortgage loans held for
investment:
Residential
construction
3,463
Cemetery perpetual care trust investments -
mortgage loans held for investment:
Residential
construction
3,013
Grand Total
671,506
Accounting
Standards Issued But Not Yet Adopted
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 standard is aimed at improving the accounting for certain market-based options or guarantees
associated with deposit or account balance contracts, simplifying 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 requires the standard to be adopted by the
Company commencing on January 1, 2025. The Company is nearing completion of its analysis and implementation of the new standard, including
the identification of cohorts, system updates, design and a preliminary analysis of the Company’s “Cold Start.” The
Company has engaged its team of actuaries, accountants, and systems specialists and consulted external system providers as part of the
implementation. The Company is in the process of estimating the impact of the new guidance 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.
12
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments
The
Company’s investments as of September 30, 2023 are summarized as follows:
Schedule
of Investments
Amortized
Cost
Gross
Unrealized Gains
Gross
Unrealized Losses (1)
Allowance
for Credit Losses
Estimated
Fair Value
September 30,
2023:
Fixed maturity securities, available for sale,
at estimated fair value:
U.S. Treasury
securities and obligations of U.S. Government agencies
$ 108,680,913
$ 5,981
$ ( 2,498,554 )
$ -
$ 106,188,340
Obligations of states and
political subdivisions
6,649,289
218
( 586,789 )
-
6,062,718
Corporate securities including
public utilities
231,814,067
600,075
( 15,412,932 )
( 211,500 )
216,789,710
Mortgage-backed securities
32,889,293
13,422
( 5,755,224 )
-
27,147,491
Redeemable
preferred stock
250,000
10,000
-
-
260,000
Total
fixed maturity securities available for sale
$ 380,283,562
$ 629,696
$ ( 24,253,499 )
$ ( 211,500 )
$ 356,448,259
Equity securities at estimated fair value:
Common stock:
Industrial, miscellaneous
and all other
$ 10,470,974
$ 2,684,920
$ ( 846,350 )
$ 12,309,544
Total
equity securities at estimated fair value
$ 10,470,974
$ 2,684,920
$ ( 846,350 )
$ 12,309,544
Mortgage loans held for investment at amortized
cost:
Residential
$ 96,591,643
Residential construction
101,295,751
Commercial
55,991,027
Less: Unamortized deferred
loan fees, net
( 1,629,546 )
Less: Allowance for credit
losses
( 2,612,944 )
Less:
Net discounts
( 328,833 )
Total mortgage loans
held for investment
$ 249,307,098
Real estate held for investment - net of accumulated
depreciation:
Residential
$ 38,034,997
Commercial
146,656,466
Total real estate
held for investment
$ 184,691,463
Real estate held for sale:
Residential
$ 2,285,707
Commercial
2,478,660
Total real estate
held for sale
$ 4,764,367
Other investments and policy loans at amortized
cost:
Policy loans
$ 13,154,845
Insurance assignments
42,624,001
Federal Home Loan Bank
stock (2)
2,699,300
Other investments
9,330,532
Less:
Allowance for credit losses for insurance assignments
( 1,555,261 )
Total other investments
and policy loans
$ 66,253,417
Accrued investment
income
$ 12,266,695
Total investments
$ 886,040,843
(1) Gross
unrealized losses are net of allowance for credit losses
(2) Includes $ 978,600 of Membership
stock and $ 1,720,700 of Activity stock attributable to short-term borrowings and letters of credit.
13
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
The
Company’s investments as of December 31, 2022 are summarized as follows:
Amortized
Cost
Gross
Unrealized Gains
Gross
Unrealized Losses
Estimated
Fair Value
December 31,
2022:
Fixed maturity securities, available for sale,
at estimated fair value:
U.S. Treasury
securities and obligations of U.S. Government agencies
$ 93,182,210
$ 180,643
$ ( 2,685,277 )
$ 90,677,576
Obligations of states and
political subdivisions
6,675,071
13,869
( 458,137 )
6,230,803
Corporate securities including
public utilities
229,141,544
1,909,630
( 11,930,773 )
219,120,401
Mortgage-backed securities
33,501,686
168,700
( 4,100,674 )
29,569,712
Redeemable
preferred stock
250,000
10,000
-
260,000
Total
fixed maturity securities available for sale
$ 362,750,511
$ 2,282,842
$ ( 19,174,861 )
$ 345,858,492
Equity securities at estimated fair value:
Common stock:
Industrial, miscellaneous
and all other
$ 9,942,265
$ 2,688,375
$ ( 948,114 )
$ 11,682,526
Total
equity securities at estimated fair value
$ 9,942,265
$ 2,688,375
$ ( 948,114 )
$ 11,682,526
Mortgage loans held for investment at amortized
cost:
Residential
$ 93,355,623
Residential construction
172,516,125
Commercial
46,311,955
Less: Unamortized deferred
loan fees, net
( 1,746,605 )
Less: Allowance for credit
losses
( 1,970,311 )
Less:
Net discounts
( 342,860 )
Total mortgage loans
held for investment
$ 308,123,927
Real estate held for investment - net of accumulated
depreciation:
Residential
$ 38,437,960
Commercial
152,890,656
Total real estate
held for investment
$ 191,328,616
Real estate held for sale:
Residential
$ 11,010,029
Commercial
151,553
Total real estate
held for sale
$ 11,161,582
Other investments and policy loans at amortized
cost:
Policy loans
$ 13,095,473
Insurance assignments
46,942,536
Federal Home Loan Bank
stock (1)
2,600,300
Other investments
9,479,798
Less:
Allowance for credit losses for insurance assignments
( 1,609,951 )
Total other investments
and policy loans
$ 70,508,156
Accrued investment
income
$ 10,299,826
Total investments
$ 948,963,125
(1)
Includes $ 938,500 of Membership stock and $ 1,661,800 of Activity
stock attributable to short-term borrowings and letters of credit.
14
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
Fixed
Maturity Securities
The
table below summarizes unrealized losses on fixed maturity securities available for sale that were carried at estimated fair value as
of September 30, 2023, and December 31, 2022. The unrealized losses were primarily related to interest rate fluctuations. 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.
The table below sets forth unrealized losses by duration with the fair value of the related fixed maturity securities.
Schedule
of Fair Value of Fixed Maturity Securities
Unrealized
Losses for Less than Twelve Months
Fair
Value
Unrealized
Losses for More than Twelve Months
Fair
Value
Total
Unrealized Loss
Combined
Fair Value
September 30, 2023
U.S. Treasury Securities And Obligations
of U.S. Government Agencies
$ 331,740
$ 36,115,986
$ 2,166,815
$ 69,967,155
$ 2,498,555
$ 106,083,141
Obligations of States and Political Subdivisions
155,458
1,469,753
431,331
4,142,748
586,789
5,612,501
Corporate Securities
4,092,910
86,409,480
11,320,021
106,047,158
15,412,931
192,456,638
Mortgage and other asset-backed
securities
123,790
4,627,445
5,631,434
22,003,452
5,755,224
26,630,897
Totals
$ 4,703,898
$ 128,622,664
$ 19,549,601
$ 202,160,513
$ 24,253,499
$ 330,783,177
December 31, 2022
U.S. Treasury Securities And Obligations of
U.S. Government Agencies
$ 2,685,277
$ 79,400,753
$ -
$ -
$ 2,685,277
$ 79,400,753
Obligations of States and Political Subdivisions
378,067
5,467,910
80,070
429,020
458,137
5,896,930
Corporate Securities
10,935,114
162,995,969
995,659
5,781,822
11,930,773
168,777,791
Mortgage and other asset-backed
securities
2,884,731
19,909,907
1,215,943
6,978,745
4,100,674
26,888,652
Totals
$ 16,883,189
$ 267,774,539
$ 2,291,672
$ 13,189,587
$ 19,174,861
$ 280,964,126
Relevant
holdings were comprised of 816 securities with fair values aggregating 93.2 % of the aggregate amortized cost as of September 30, 2023.
Relevant holdings were comprised of 703 securities with fair values aggregating 93.1 % of the aggregate amortized cost as of December
31, 2022. Credit loss provision (release) of $( 1,741 ) and nil have been recognized for the three month periods ended September 30, 2023
and 2022, respectively. Credit loss provision (release) of $ 222,264 and nil have been recognized for the nine month periods ended September
30, 2023 and 2022, respectively. Credit losses are included in gains (losses) on investments and other assets on the condensed consolidated
statements of earnings. Other unrealized losses for which no credit loss was recognized are primarily the result of the recent increases
in interest rates.
15
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
Evaluation
of Allowance for Credit Losses
See
Note 2 regarding the adoption of ASU 2016-13.
On
a quarterly basis, the Company evaluates its fixed maturity securities classified as available for sale to identify any potential credit
losses. This evaluation includes a review of current ratings by the National Association of Insurance Commissions (“NAIC”)
and other industry rating agencies. Securities with a rating of 1 or 2 are considered investment grade and are not reviewed for credit
loss, unless current market data or recent company news could lead to a credit downgrade. Securities with ratings of 3 to 5 are evaluated
for credit loss. The evaluation involves assessing all facts and circumstances surrounding each security including, but not limited 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. Securities with a rating of 6 are automatically
determined to be impaired and a credit loss is recognized in earnings.
Where
the decline in fair value of fixed maturity securities is attributable to changes in market interest rates or to factors such as market
volatility, liquidity and spread widening, and the Company anticipates recovery of all contractual or expected cash flows, the Company
does not consider these securities to have credit loss because the Company does not intend to sell these securities and it is not more
likely than not the Company will be required to sell these securities before a recovery of amortized cost, which may be at maturity.
If
the Company intends to sell a fixed maturity security or if it is more likely than not that the Company will be required to sell a security
before recovery of its amortized cost basis, a credit loss has occurred and the difference between the amortized cost and the fair value
that relates to the expected credit loss is recognized as a loss in earnings, included in gains (losses) on investments and other assets
on the condensed consolidated statements of earnings.
If
the Company does not intend to sell a debt security and it is less likely than not that the Company will be required to sell the
debt security but the Company also does not expect to recover the entire amortized cost basis of the security, a credit loss is
recognized in earnings for the amount of the expected credit loss with a corresponding allowance for credit losses as a contra-asset
account. The credit loss is included in gains (losses) on investments and other assets on the condensed consolidated statements of
earnings. The recognized credit loss is limited to the total unrealized loss on the security due to a change in credit.
Amounts
on available for sale fixed maturities that are deemed to be uncollectible are written off and removed from the allowance for credit
loss. A write-off may also occur if the Company intends to sell a security or when it is more likely than not that the Company will be
required to sell the security before the recovery of its amortized cost.
The
Company does not measure a credit loss allowance on accrued interest receivable, included in accrued investment income on the condensed
consolidated balance sheets, as the Company writes off any accrued interest receivable balance to net investment income in a timely manner
(after 90 days) when the Company has concerns regarding collectability.
16
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
Credit
Quality Indicators
The
NAIC assigns designations to fixed maturity securities. These designations range from Class 1 (highest quality) to Class 6 (lowest quality).
The NAIC designations are utilized by insurers in preparing their annual statutory statements. NAIC Class 1 and 2 are considered investment
grade while the NAIC Class 3 through 6 designations are considered non-investment grade. Based on the NAIC designations,
the Company had 98.2 % and 97.7 % of its fixed maturity securities rated investment grade as of September 30, 2023 and December 31, 2022,
respectively.
The
following table summarizes the credit quality, by NAIC designation, of the Company’s fixed maturity securities available for sale,
excluding redeemable preferred stock.
Schedule
of Credit Quality of Fixed Maturity Security Portfolio by NAIC Designation
September
30, 2023
December
31, 2022
NAIC
Designation
Amortized
Cost
Estimated
Fair
Value
Amortized
Cost
Estimated
Fair
Value
1
$ 210,224,246
$ 198,601,878
$ 197,753,818
$ 189,691,540
2
162,752,957
151,279,566
156,261,804
148,073,873
3
5,329,117
4,890,504
7,080,305
6,635,786
4
1,462,481
1,325,409
1,377,541
1,157,454
5
263,504
90,901
25,736
39,155
6
1,257
1
1,307
684
Total
$ 380,033,562
$ 356,188,259
$ 362,500,511
$ 345,598,492
The
following tables presents a roll forward of the Company’s allowance for credit losses on fixed maturity securities available for
sale:
Schedule
of Allowance for Credit Losses on Fixed Maturity Securities Available for Sale
Nine
Months Ended September 30, 2023
U.S.
Treasury Securities And Obligations of U.S. Government Agencies
Obligations
of states and political subdivisions
Corporate
securities
Mortgage-backed
securities
Total
Beginning balance - December 31, 2022
$ -
$ -
$ -
$ -
$ -
Additions for
credit losses not previously recorded
-
-
179,500
-
179,500
Change in allowance on
securities with previous allowance
-
-
42,764
-
42,764
Reductions for securities
sold during the period
-
-
( 10,764 )
-
( 10,764 )
Reductions for securities
with credit losses due to intent to sell
-
-
-
-
-
Write-offs charged against
the allowance
-
-
-
-
-
Recoveries
of amounts previously written off
-
-
-
-
-
Ending Balance - September 30, 2023
$ -
$ -
$ 211,500
$ -
$ 211,500
17
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
Three
Months Ended September 30, 2023
U.S.
Treasury Securities And Obligations of U.S. Government Agencies
Obligations
of states and political subdivisions
Corporate
securities
Mortgage-backed
securities
Total
Beginning balance - June 30, 2023
$ -
$ -
$ 224,005
$ -
$ 224,005
Beginning balance
$ -
$ -
$ 224,005
$ -
$ 224,005
Additions for credit losses
not previously recorded
-
-
-
-
-
Change in allowance on
securities with previous allowance
-
-
( 1,741 )
-
( 1,741 )
Reductions for securities
sold during the period
-
-
( 10,764 )
-
( 10,764 )
Reductions for securities
with credit losses due to intent to sell
-
-
-
-
-
Write-offs charged against
the allowance
-
-
-
-
-
Recoveries
of amounts previously written off
-
-
-
-
-
Ending Balance - September 30, 2023
$ -
$ -
$ 211,500
$ -
$ 211,500
Ending balance
$ -
$ -
$ 211,500
$ -
$ 211,500
The
following table presents a roll forward of the Company’s cumulative other than temporary credit impairments (“OTTI”)
recognized in earnings on fixed maturity securities available for sale which was required to be presented prior to the adoption of ASU
2016-13:
Schedule
of Earnings on Fixed Maturity Securities
2022
Balance of credit-related OTTI
at January 1
$ 264,977
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 September 30
$ 225,475
The
table below presents the amortized cost and the estimated fair value of fixed maturity securities available for sale as of September
30, 2023, by contractual maturity. Actual or 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
$ 6,818,008
$ 6,812,398
Due in 2-5 years
160,874,392
155,802,499
Due in 5-10 years
93,763,663
88,297,470
Due in more than 10 years
85,688,206
78,128,401
Mortgage-backed securities
32,889,293
27,147,491
Redeemable preferred
stock
250,000
260,000
Total
$ 380,283,562
$ 356,448,259
18
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
The
Company is a member of the Federal Home Loan Bank of Des Moines and Dallas (“FHLB”). The Company had pledged a total of $ 92,437,113 ,
at estimated fair value, of fixed maturity securities with the FHLB as of September 30, 2023. These pledged securities are used as collateral
for any FHLB cash advances. As of September 30, 2023, the Company owed nil to the FHLB and its estimated maximum borrowing capacity was
$ 85,218,402 .
Information
regarding sales of fixed maturity securities available for sale is presented as follows:
Schedule
of Major Categories of Net Investment Income
2023
2022
2023
2022
Three
Months Ended September 30,
Nine
Months Ended September 30,
2023
2022
2023
2022
Proceeds from sales
$ 207,522
$ 1,198,240
$ 1,163,132
$ 1,886,891
Gross realized gains
-
21,926
11,257
24,281
Gross realized losses
( 3,368 )
( 24,811 )
( 57,472 )
( 32,656 )
Assets
on deposit with life insurance regulatory authorities as required by law were as follows:
Schedule
of Assets on Deposit With Life Insurance
As
of
September
30,
2023
As
of
December
31,
2022
Fixed maturity securities available
for sale
$ 6,248,114
$ 8,817,959
Cash and cash equivalents
1,956,777
2,214,206
Total
$ 8,204,891
$ 11,032,165
There
were no investments, aggregated by issuer, of more than 10% of shareholders’ equity (before net unrealized gains and losses on
equity securities and fixed maturity securities) as of September 30, 2023, 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 assets 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 resources. The geographic locations and asset classes of investments are 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 where the geographic location does not warrant full-time staff
or through strategic lease-up periods. The Company generally looks to acquire assets that are in regions expected to have high growth
in employment and population and that provide operational efficiencies.
The
Company currently owns and operates nine commercial properties in three states. These properties include office buildings, flex office
space, and the redevelopment and expansion of its corporate campus (“Center53”) in Salt Lake City, Utah. The Company uses
bank debt in strategic cases, primarily where it is anticipated to improve yields, or facilitate the acquisition of higher quality assets
or asset class diversification.
19
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
The
aggregated net book value of commercial real estate serving as collateral for bank loans was $ 125,641,402 and $ 129,330,119 as of September
30, 2023, and December 31, 2022, respectively. The associated bank loan carrying values totaled $ 98,250,725 and $ 97,112,131 as of September
30, 2023, and December 31, 2022, respectively.
During
the three and nine month periods ended September 30, 2023, and 2022, 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.
During
the three month periods ended September 30, 2023, and 2022, the Company recorded depreciation expense on commercial real estate held
for investment of $ 1,572,494 and $ 1,604,195 , respectively, and of $ 4,715,322 and $ 4,593,468 during the nine month periods ended September
30, 2023, and 2022, respectively. Commercial real estate held for investment is stated at cost and is depreciated over the estimated
useful life, primarily using the straight-line method. Depreciation is included in net investment income on the consolidated statements
of earnings.
The
Company’s commercial real estate held for investment is summarized as follows as of the respective dates indicated:
Schedule
of Commercial Real Estate Investment
Net
Book Value
Total
Square Footage
September
30,
2023
December
31,
2022
September
30,
2023
December
31,
2022
Utah (1)
$ 143,735,609
$ 147,627,946
625,920
625,920
Louisiana
19,416
2,380,847
1,622
31,778
Mississippi
2,901,441
2,881,863
19,694
19,694
$ 146,656,466
$ 152,890,656
647,236
677,392
(1)
Includes Center53
The
Company’s commercial real estate held for sale is summarized as follows as of the respective dates indicated:
Net
Book Value
Total
Square Footage
September
30,
2023
December
31,
2022
September
30,
2023
December
31,
2022
Louisiana
$ 2,327,107
$ -
30,156
-
Mississippi (1)
151,553
151,553
-
-
$ 2,478,660
$ 151,553
30,156
-
(1)
Consists of approximately 93
acres of undeveloped land
These
properties are being marketed with the assistance of commercial real estate brokers in Mississippi and Louisiana.
Residential
Real Estate Held for Investment and Held for Sale
The
Company occasionally acquires a small portfolio of residential homes primarily because of loan foreclosures. The Company has the option
to sell these properties or to continue to hold them for expected cash flow and price appreciation. The Company also invests in residential
subdivision development.
The
Company established Security National Real Estate Services (“SNRE”) to manage its residential property portfolio. SNRE cultivates
and maintains the preferred vendor relationships necessary to manage costs and quality of work performed on the Company’s entire
residential property portfolio.
20
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
During
the three and nine month periods ended September 30, 2023, and 2022 the Company did not record any impairment losses on residential real
estate held for sale or held for investment. Impairment losses, if any, are included in gains (losses) on investment and other assets
on the condensed consolidated statements of earnings.
During
the three month periods ended September 30, 2023, and 2022, the Company recorded depreciation expense on residential real estate held
for investment of $ 2,648 and $ 2,648 , respectively, and of $ 7,944 and $ 7,944 during the nine month periods ended September 30, 2023, and
2022, respectively. Residential real estate held for investment is stated at cost and is depreciated over the estimated useful life,
primarily using the straight-line method. Depreciation is included in net investment income on the consolidated statements of earnings.
The
Company’s residential real estate held for investment is summarized as follows as of the respective dates indicated:
Schedule
of Residential Real Estate Investment
Net
Book Value
September
30,
2023
December
31,
2022
Utah (1)
$ 38,034,997
$ 38,437,960
$ 38,034,997
$ 38,437,960
(1)
Includes residential subdivision development
The
following table presents additional information regarding the Company’s residential subdivision development in Utah:
September
30,
2023
December
31,
2022
Lots developed
50
80
Lots to be developed
1,080
1,131
Book Value
$ 37,846,685
$ 38,241,705
The
Company’s residential real estate held for sale is summarized as follows as of the respective dates indicated:
Net
Book Value
September
30,
2023
December
31,
2022
Utah
$
2,285,707 (1)
$ 11,010,029
$ 2,285,707
$ 11,010,029
(1)
Unimproved land
The
net book value of foreclosed residential real estate included in residential real estate held for sale was nil and $ 11,010,029 as of
September 30, 2023, and December 31, 2022, respectively.
21
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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 September 30, 2023, 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 Ascension Way, Floors 4, 5
and 6, Salt Lake City, UT - Center53 Building 2 (1)
Corporate Offices, Life Insurance,
Cemetery/Mortuary Operations, and Mortgage Operations and Sales
221,000
50 %
1044 River Oaks Dr., Flowood, MS (1)
Life Insurance Operations
19,694
28 %
1818 Marshall Street, Shreveport, LA (2)
Life Insurance Operations
12,274
100 %
909 Foisy Street, Alexandria, LA (2)
Life Insurance Sales
8,059
100 %
812 Sheppard Street, Minden, LA (2)
Life Insurance Sales
1,560
100 %
1550 N 3rd Street, Jena, LA (2)
Life Insurance Sales
1,737
100 %
(1)
Included in real estate held for investment on the condensed
consolidated balance sheets
(2)
Included in property and equipment on the condensed consolidated balance sheets
Mortgage
Loans Held for Investment
Mortgage
loans held for investment consist of first and second mortgages. The mortgage loans bear interest at rates ranging from 2.0 % to 10.5 % ,
maturity dates range from nine months to 30 years and the loans 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 the relevant debtors’ ability to honor obligations is dependent upon the economic stability
of the geographic region in which the debtors do business or are employed. As of September 30, 2023, the Company had 45 % , 12 % , 9 % , 7 %
and 6 % , of its mortgage loans from borrowers located in the states of Utah, Florida, California, Texas, and Arizona, respectively. As
of December 31, 2022, the Company had 64 % , 10 % , 5 % and 5 % of its mortgage loans from borrowers located in the states of Utah, Florida,
California, and Texas, 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 credit 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 terms 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
requires that loans not exceed 80% of the fair market value of the respective loan collateral. For loans of more than 80% of the fair
market value of the respective loan collateral, additional collateral or mortgage insurance by an approved third-party insurer is required.
22
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
Evaluation
of Allowance for Credit Losses
See
Note 2 regarding the adoption of ASU 2016-13.
The
allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the Company’s mortgage loans
held for investment to present the net amount expected to be collected. The Company reports in net earnings, as a credit loss expense,
the amount necessary to adjust the allowance for credit losses for the Company’s current estimate of expected credit losses on
mortgage loans held for investment. This credit loss expense is included in other expenses on the condensed consolidated statements of
earnings.
Once
a mortgage loan is past due 90 days, it is the policy of the Company to end the accrual of interest income on the loan and reverse any
interest income that had been accrued. Given this policy, the Company does not measure a credit loss allowance on accrued interest receivable.
Accrued interest receivable is included in accrued investment income on the condensed consolidated balance sheets. Payments received
for mortgage loans on a non-accrual status are recognized when received. The interest income recognized from payments received for mortgage
loans on a non-accrual status was immaterial. Accrual of interest resumes if a mortgage loan is brought current. Interest not accrued
on these loans totaled approximately $ 249,000 and $ 226,000 as of September 30, 2023, and December 31, 2022, respectively.
The
Company measures expected credit losses based on the fair value of the collateral when the Company determines that foreclosure is probable.
When a mortgage loan becomes delinquent, the Company proceeds to foreclose and all expenses for foreclosure are expensed as incurred.
Once foreclosed, the property is classified as real estate held for investment or held for sale.
To
determine the allowance for credit 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
guarantor’s) ability to repay.
Commercial
loans are evaluated for credit loss by analyzing loan attributes that are predictors for future credit losses. The Company uses a combination
of the debt service coverage ratio (“DSCR”) and loan to value (“LTV”) to group similar loans. The Company applies
a future loss factor to the outstanding balance of each group to arrive at the allowance for credit loss.
Residential
— These loans are secured by first and second mortgages on single-family dwellings. The borrower’s ability to repay is
sensitive to the life events and the general economic condition of the region. Where loan to value exceeds 80%, the loan is generally
guaranteed by private mortgage insurance, the FHA, or VA.
The
Company uses a third-party to provide a monthly analysis of its residential portfolio for credit losses. The third party uses the Company’s
current loan data and runs it through various models to project cash flows and provide a projected life of loan loss. The models consider
loan features such as loan type, loan to value, payment status, age, and current property values. The Company also considers historical
delinquency rates and current unemployment trends.
23
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
Residential
construction (including land acquisition and development) – These loans are 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, and factor in estimates of the value of construction projects upon completion. 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 acquisition and development loans are underwritten in accordance with the Company’s underwriting policies, which include independent
appraisal valuations as well as the estimated value associated with the land upon completion of development into finished lots. These
loans are 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.
To
determine the allowance for credit losses on residential construction mortgage loans, the Company considers historical activity and housing
market trends. Given the continued volatility in the housing market, the Company has adjusted its credit loss analysis.
The
following table presents a roll forward of the allowance for credit losses as of the dates indicated:
Schedule
of Allowance for Loan Losses
Commercial
Residential
Residential
Construction
Total
September 30, 2023
Allowance for credit losses:
Beginning balance - January 1, 2023
$ 187,129
$ 1,739,980
$ 43,202
$ 1,970,311
Cumulative effect adjustment
upon adoption of new accounting standard (ASU 2016-13) (1)
555,807
( 192,607 )
301,830
665,030
Change in provision for
credit losses (2)
67,246
52,797
( 142,440 )
( 22,397 )
Charge-offs
-
-
-
-
Ending balance - September 30, 2023
$ 810,182
$ 1,600,170
$ 202,592
$ 2,612,944
December 31, 2022
Allowance for credit losses:
Beginning balance - January 1, 2022
$ 187,129
$ 1,469,571
$ 43,202
$ 1,699,902
Change in provision for
credit losses (2)
-
270,409
-
270,409
Charge-offs
-
-
-
-
Ending balance - December 31, 2022
$ 187,129
$ 1,739,980
$ 43,202
$ 1,970,311
(1)
See Note 2 of the notes to the condensed consolidated
financial statements
(2)
Included in other expenses on the condensed consolidated statements of earnings
24
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
The
following table presents the aging of mortgage loans held for investment by loan type as of the dates indicated:
Schedule
of Aging of Mortgage Loans
Commercial
Residential
Residential
Construction
Total
September 30, 2023
30-59 days
past due
$ 3,139,403
$ 3,816,822
$ 805,766
$ 7,761,991
60-89 days past due
-
1,795,326
-
1,795,326
Over 90 days past due (1)
1,646,508
3,778,582
1,005,417
6,430,507
In
process of foreclosure (1)
-
276,580
-
276,580
Total
past due
4,785,911
9,667,310
1,811,183
16,264,404
Current
51,205,116
86,924,333
99,484,568
237,614,017
Total
mortgage loans
55,991,027
96,591,643
101,295,751
253,878,421
Allowance for credit losses
( 810,182 )
( 1,600,170 )
( 202,592 )
( 2,612,944 )
Unamortized deferred loan
fees, net
( 145,572 )
( 1,129,517 )
( 354,457 )
( 1,629,546 )
Unamortized
discounts, net
( 220,276 )
( 108,557 )
-
( 328,833 )
Net
mortgage loans held for investment
$ 54,814,997
$ 93,753,399
$ 100,738,702
$ 249,307,098
December 31, 2022
30-59 days past due
$ 1,000,000
$ 3,553,390
$ -
$ 4,553,390
60-89 days past due
-
814,184
-
814,184
Over 90 days past due (1)
-
1,286,211
-
1,286,211
In
process of foreclosure (1)
405,000
876,174
-
1,281,174
Total
past due
1,405,000
6,529,959
-
7,934,959
Current
44,906,955
86,825,664
172,516,125
304,248,744
Total
mortgage loans
46,311,955
93,355,623
172,516,125
312,183,703
Allowance for credit losses
( 187,129 )
( 1,739,980 )
( 43,202 )
( 1,970,311 )
Unamortized deferred loan
fees, net
( 199,765 )
( 1,212,994 )
( 333,846 )
( 1,746,605 )
Unamortized
discounts, net
( 230,987 )
( 111,873 )
-
( 342,860 )
Net
mortgage loans held for investment
$ 45,694,074
$ 90,290,776
$ 172,139,077
$ 308,123,927
(1)
Interest income is not recognized on loans which are more than 90 days past
due or in foreclosure.
25
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
Credit
Quality Indicators
The
Company evaluates and monitors the credit quality of its commercial loans by analyzing loan to value (“LTV”) and debt service
coverage ratios (“DSCR”). Monitoring a commercial mortgage loan increases when the loan is delinquent or earlier if there
is an indication of impairment.
The
aggregate unpaid principal balance of commercial mortgage loans by credit quality indicator and origination year was as follows as of
September 30, 2023:
Schedule
of Commercial Mortgage Loans By Credit Quality Indicator
Credit
Quality Indicator
2023
2022
2021
2020
2019
Prior
Total
%
of Total
LTV:
Less than 65%
$ 17,525,000
$ 13,396,458
$ 3,800,378
$ -
$ 2,989,026
$ 6,796,621
$ 44,507,483
79.49 %
65% to 80%
-
4,585,706
1,050,000
4,913,313
-
-
10,549,019
18.84 %
Greater than 80%
-
529,525
405,000
-
-
-
934,525
1.67 %
Total
$ 17,525,000
$ 18,511,689
$ 5,255,378
$ 4,913,313
$ 2,989,026
$ 6,796,621
$ 55,991,027
100.00 %
DSCR
>1.20x
$ 5,725,000
$ 1,000,000
$ 1,750,000
$ 4,913,313
$ 2,989,026
$ 2,754,604
$ 19,131,943
34.17 %
1.00x - 1.20x
5,300,000
8,496,130
3,505,378
-
-
4,042,017
21,343,525
38.12 %
<1.00x
6,500,000
9,015,559 (1) (1)
-
-
-
-
15,515,559
27.71 %
Total
$ 17,525,000
$ 18,511,689
$ 5,255,378
$ 4,913,313
$ 2,989,026
$ 6,796,621
$ 55,991,027
100.00 %
(1)
Commercial construction loan
The
Company evaluates and monitors the credit quality of its residential mortgage loans by analyzing loan performance. The Company defines
non-performing mortgage loans as loans more than 90 days past due and on a non-accrual status. Monitoring a residential mortgage loan
increases when the loan is delinquent or earlier if there is an indication of impairment.
The
aggregate unpaid principal balance of residential mortgage loans by credit quality indicator and origination year was as follows as of
September 30, 2023:
Credit
Quality Indicator
2023
2022
2021
2020
2019
Prior
Total
%
of Total
Performance Indicators:
Performing
$ 7,788,450
$ 55,306,009
$ 7,249,701
$ 7,495,836
$ 2,808,390
$ 11,888,093
$ 92,536,479
95.80 %
Non-performing (1)
324,111
838,669
741,534
800,486
-
1,350,364
4,055,164
4.20 %
Total
$ 8,112,561
$ 56,144,678
$ 7,991,235
$ 8,296,322
$ 2,808,390
$ 13,238,457
$ 96,591,643
100.00 %
(1)
Includes residential mortgage loans in the process of foreclosure
of $ 276,580 as of September 30, 2023
26
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
The
company evaluates and monitors the credit quality of its residential construction loans (including land acquisition and development loans)
by analyzing LTV and loan performance. Monitoring a residential construction mortgage loan increases when the loan is delinquent or earlier
if there is an indication of impairment.
The
aggregate unpaid principal balance of residential construction mortgage loans by credit quality indicator and origination year was as
follows as of September 30, 2023:
Schedule of Residential Construction Mortgage Loans
Credit
Quality Indicator
2023
2022
2021
Total
%
of Total
Performance Indicators:
Performing
$ 48,525,276
$ 27,213,555
$ 24,551,503
$ 100,290,334
99.01 %
Non-performing
-
1,005,417
-
1,005,417
0.99 %
Total
$ 48,525,276
$ 28,218,972
$ 24,551,503
$ 101,295,751
100.00 %
LTV:
Less than 65%
$ 29,476,916
$ 8,675,281
$ 17,117,181
$ 55,269,378
54.56 %
65% to 80%
19,048,360
19,543,691
7,434,322
46,026,373
45.44 %
Greater than 80%
-
-
-
-
0.00 %
Total
$ 48,525,276
$ 28,218,972
$ 24,551,503
$ 101,295,751
100.00 %
Insurance
Assignments
The
following table presents the aging of insurance assignments, included in other investments and policy loans on the condensed consolidated
balance sheets:
Schedule
of Aging of Insurance Assignments
As
of September 30,
2023
As
of December 31,
2022
30-59 days past due
$ 9,374,806
$ 10,621,443
60-89 days past due
3,591,685
3,997,484
Over 90 days past due
4,611,748
5,813,013
Total past due
17,578,239
20,431,941
Current
25,045,762
26,510,594
Total insurance assignments
42,624,001
46,942,536
Allowance for credit
losses
( 1,555,261 )
( 1,609,951 )
Net insurance assignments
$ 41,068,740
$ 45,332,585
The
Company records an allowance for credit losses when the insurance assignment is funded. Once an insurance assignment moves to 90 days
or legal proceedings, it is monitored for write-off and collectability, and any adjustments to the allowance are recorded at that time.
See Note 2 regarding the adoption of ASU 2016-13.
27
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
The
following table presents a roll forward of the allowance for credit losses for insurance assignments as of the dates indicated:
Schedule
of Allowance for Credit Losses
Allowance
Beginning balance - January 1, 2023
$ 1,609,951
Change in provision for
credit losses ( 1 )
667,260
Charge-offs
( 721,950 )
Ending balance - September 30, 2023
$ 1,555,261
Beginning balance - January 1, 2022
$ 1,686,218
Change in provision for
credit losses ( 1 )
889,480
Charge-offs
( 965,747 )
Ending balance - December 31, 2022
$ 1,609,951
(1) Included in other expenses on the condensed consolidated statements of earnings
Investment
Related Earnings
The
following table presents the realized gains and losses from sales, calls, and maturities, and unrealized gains and losses on equity securities
from investments and other assets:
Schedule
of Gain (Loss) on Investments
2023
2022
2023
2022
Three
Months Ended September 30,
Nine
Months Ended September 30,
2023
2022
2023
2022
Fixed maturity securities:
Gross realized
gains
$ 37,565
$ 30,121
$ 54,619
$ 205,755
Gross realized losses
( 10,383 )
( 26,203 )
( 102,182 )
( 36,961 )
Net credit loss (provision)
release
1,740
-
( 222,264 )
-
Equity securities:
Gains (losses) on securities
sold
324,009
( 131,472 )
277,057
( 60,154 )
Unrealized losses on securities
held at the end of the period
( 1,321,511 )
( 1,383,627 )
( 423,448 )
( 4,097,049 )
Real estate held for investment and sale:
Gross realized gains
36,166
-
197,194
1,260,548
Gross realized losses
-
( 727,370 )
-
( 825,593 )
Other assets, including call and put option
derivatives:
Gross realized gains
-
59,599
214,348
632,082
Gross
realized losses
-
-
-
-
Total
$ ( 932,414 )
$ ( 2,178,952 )
$ ( 4,676 )
$ ( 2,921,372 )
The
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.
Net
realized gains and losses includes gains and losses by the restricted assets and cemetery perpetual care trust investments of the cemeteries
and mortuaries of $ 452,115 and $ 640,593 in net losses for the three month periods ended September 30, 2023, and 2022, respectively, and
of $ 200,605 and $ 1,636,469 in net losses for the nine month periods ended September 30, 2023, and 2022, respectively.
28
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
3)
Investments (Continued)
Major
categories of net investment income were as follows:
2023
2022
2023
2022
Three
Months Ended September 30,
Nine
Months Ended September 30,
2023
2022
2023
2022
Fixed maturity securities available
for sale
$ 4,242,185
$ 3,188,521
$ 12,398,685
$ 8,636,387
Equity securities
167,348
139,412
448,564
382,246
Mortgage loans held for investment
9,842,845
10,477,672
27,797,908
27,682,315
Real estate held for investment and sale
3,291,047
3,918,310
11,553,643
10,970,535
Policy loans
191,843
213,520
599,498
727,103
Insurance assignments
4,340,644
4,218,184
13,570,659
13,708,894
Other investments
213,560
181,597
555,720
350,603
Cash and cash equivalents
1,083,241
514,869
2,651,148
698,601
Gross investment income
23,372,713
22,852,085
69,575,825
63,156,684
Investment expenses
( 4,124,250 )
( 4,249,015 )
( 12,380,505 )
( 13,388,020 )
Net investment income
$ 19,248,463
$ 18,603,070
$ 57,195,320
$ 49,768,664
Net
investment income includes income earned by the restricted assets of the cemeteries and mortuaries of $ 372,277 and $ 675,259 for the three
month periods ended September 30, 2023 and 2022, respectively, and of $ 2,224,629 and $ 1,882,502 for the nine month periods ended September
30, 2023 and 2022, 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.
Accrued
Investment Income
Accrued
investment income consists of the following:
Schedule
of Accrued Investment Income
As
of September 30,
2023
As
of December 31,
2022
Fixed maturity securities available
for sale
$ 4,343,327
$ 3,563,767
Equity securities
12,729
14,496
Mortgage loans held for investment
4,732,717
3,220,709
Real estate held for investment
3,158,708
3,455,305
Policy Loans
4,463
37,951
Cash and cash equivalents
14,751
7,598
Total accrued investment
income
$ 12,266,695
$ 10,299,826
29
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
4)
Loans Held for Sale
The
Company’s loans held for sale portfolio is valued using the fair value option. 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 recognition of mortgage loan interest income 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:
Schedule
of Aggregate Fair Value Loans Held for Sale
As
of September 30,
2023
As
of December 31,
2022
Aggregate fair value
$ 152,546,566
$ 141,179,620
Unpaid principal balance
153,420,558
141,337,811
Unrealized loss
( 873,992 )
( 158,191 )
Mortgage
Fee Income
Mortgage
fee income consists of origination fees, processing fees, interest income and 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
2023
2022
2023
2022
Three
Months Ended September 30,
Nine
Months Ended September 30,
2023
2022
2023
2022
Loan fees
$ 6,033,227
$ 4,729,445
$ 16,408,443
$ 19,766,856
Interest income
2,637,971
2,570,511
7,265,516
7,525,826
Secondary gains
17,625,394
28,940,898
54,884,965
103,336,118
Change in fair value of loan commitments
( 1,504,286 )
( 3,271,282 )
( 977,716 )
( 2,843,155 )
Change in fair value of loans held for sale
( 108,676 )
( 4,131,363 )
( 715,799 )
( 7,973,171 )
Provision (release)
for loan loss reserve
252,389
( 230,321 )
138,369
( 829,243 )
Mortgage fee income
$ 24,936,019
$ 28,607,888
$ 77,003,778
$ 118,983,231
Loan
Loss Reserve
Repurchase
demands from third party investors that correspond to mortgage loans previously held for sale and sold are reviewed and relevant data
is captured so that an estimated future loss can be calculated. The key factors that are used in the estimated future 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 can resolve
the issues relating to the repurchase demand by the third-party investor without having to make any payments to the investor.
30
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
4)
Loans Held for Sale (Continued)
The
loan loss reserve, which is included in other liabilities and accrued expenses, is summarized as follows:
Summary of Loan Loss Reserve Included in Other Liabilities and Accrued Expenses
As
of September 30,
2023
As
of December 31,
2022
Balance, beginning of period
$ 1,725,667
$ 2,447,139
Provision on current loan originations (1)
770,220
1,078,812
Charge-offs, net of
recaptured amounts
( 1,804,134 )
( 1,800,284 )
Balance, end of period
$ 691,753
$ 1,725,667
(1) Included in mortgage fee income
The
Company maintains reserves for estimated losses on current production volumes. For the nine month period ended September 30, 2023, $ 770,220
in reserves were added at a rate of 4.5 basis points per loan, the equivalent of $ 450 per $ 1,000,000 in loans originated. This is an
increase over the nine month period ended September 30, 2022, when reserves of $ 829,243 were added at a rate of 2.9 basis points per
loan originated, the equivalent of $ 290 per $ 1,000,000 in loans originated. The Company monitors market data and trends, economic conditions
(including forecasts) and its own experience to maintain adequate loss reserves on current production.
31
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
5)
Stock Compensation Plans
The
Company has equity incentive plans (the “2013 Plan”, the “2014 Director Plan” and the “2022 Plan”).
Stock
Options
Stock
based compensation expense for stock options issued of $ 145,973 and $ 230,853 has been recognized for these plans for the three month
periods ended September 30, 2023, and 2022, respectively, and $ 430,856 and $ 722,775 has been recognized for these plans for the nine
month periods ended September 30, 2023 and 2022, respectively, and is included in personnel expenses on the condensed consolidated statements
of earnings. As of September 30, 2023, the total unrecognized compensation expense related to the options issued was $ 102,775 , which
is expected to be recognized over the remaining vesting period.
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.
Activity
of the stock option plans during the nine month period ended September 30, 2023, is summarized as follows:
Schedule of Activity of Stock Option Plans
Number
of
Class A Shares
Weighted
Average Exercise Price (2)
Number
of
Class C Shares
Weighted
Average Exercise Price (2)
Outstanding at January 1, 2023
976,605
$ 4.56
1,157,203
$ 5.31
Adjustment for the effect of stock dividends
38,266
57,859
Granted
16,000
-
Exercised
( 233,180 )
-
Cancelled
-
-
Outstanding at September 30, 2023
797,691
$ 4.78
1,215,062
$ 5.31
As of September 30, 2023:
Options exercisable
770,066
$ 4.73
1,141,312
$ 5.25
As of September 30, 2023:
Available options for
future grant
171,386
834,750
Weighted average contractual term of options
outstanding at September 30, 2023
4.69
years
6.15
years
Weighted average contractual term of options
exercisable at September 30, 2023
4.53
years
6.03
years
Aggregated intrinsic value of options
outstanding at September 30, 2023 (1)
$ 2,438,675
$ 3,074,037
Aggregated intrinsic value of options
exercisable at September 30, 2023 (1)
$ 2,398,360
$ 2,955,012
(1) The Company used a stock price of $ 7.84 as of September 30, 2023 to derive intrinsic value.
(2) Adjusted for the effect of annual
stock dividends.
32
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
5)
Stock Compensation Plans (Continued)
Activity
of the stock option plans during the nine month period ended September 30, 2022, is summarized as follows:
Number
of
Class A Shares
Weighted
Average Exercise Price (2)
Number
of
Class C Shares
Weighted
Average Exercise Price (2)
Outstanding at January 1, 2022
1,024,351
$ 4.38
821,146
$ 5.26
Adjustment for the effect of stock dividends
47,780
41,057
Granted
4,000
-
Exercised
( 71,330 )
-
Cancelled
( 1,591 )
-
Outstanding at September 30, 2022
1,003,210
$ 4.58
862,203
$ 5.26
As of September 30, 2022:
Options exercisable
978,835
$ 4.49
804,703
$ 5.04
As of September 30, 2022:
Available options for
future grant
1,239,795
17,523
Weighted average contractual term of options outstanding at September
30, 2022
4.32
years
6.75
years
Weighted average contractual term of options exercisable at September
30, 2022
4.19
years
6.63
years
Aggregated intrinsic value of
options outstanding at September 30, 2022 (1)
$ 1,775,100
$ 939,395
Aggregated intrinsic value of
options exercisable at September 30, 2022 (1)
$ 1,819,950
$ 1,055,445
(1) The Company used a stock price of $ 6.35 as of September 30, 2022 to derive intrinsic value.
(2) Adjusted for the effect of annual
stock dividends.
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 nine month periods ended September 30, 2023 and 2022 was $ 454,923 and $ 521,527 ,
respectively.
33
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
5)
Stock Compensation Plans (Continued)
Restricted
Stock Units (“RSUs”)
Stock
based compensation expense for RSUs issued of nil has been recognized under these plans for each of the three month periods ended September
30, 2023 and 2022, and of $ 742 and nil has been recognized under these plans for the nine month periods ended September 30, 2023 and
2022, respectively, and is included in personnel expenses on the condensed consolidated statements of earnings. As of September 30, 2023,
the total unrecognized compensation expense related to the RSUs issued was nil . The fair value of each RSU granted is determined based
on the Company’s stock price on the date of grant. Prior to December 2022, the Company did not grant any RSUs.
Activity
of the RSUs during the nine month period ended September 30, 2023 is summarized as follows:
Schedule of Activity Restricted Stock Units
Number
of
Class A Shares
Weighted
Average Grant Date Fair Value
Non-vested at January 1, 2023
1,620
$ 6.48
Granted
-
Vested
( 810 )
Non-vested at September 30, 2023
810
$ 6.48
Available RSUs for future
grant
$ 18,380
Aggregated intrinsic value of RSUs outstanding
at September 30, 2023 (1)
$ 1,102
(1) The Company used a stock price of
$ 7.84 as of September 30, 2023 to derive intrinsic value.
34
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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 Earnings Per Share, Basic and Diluted
2023
2022
2023
2022
Three
Months Ended
September
30,
Nine
Months Ended
September
30,
2023
2022
2023
2022
Numerator:
Net
earnings (loss)
$ 4,041,293
$ ( 2,353,185 )
$ 11,634,171
$ 4,449,982
Denominator:
Basic
weighted-average shares outstanding
22,063,495
21,976,292
22,066,243
22,213,846
Effect of dilutive securities:
Employee
stock options
768,231
719,704
634,099
822,367
Diluted
weighted-average shares outstanding
22,831,726
22,695,996
22,700,342
23,036,213
Basic net earnings (loss)
per share
$ 0.18
$ ( 0.11 )
$ 0.53
$ 0.20
Diluted net earnings
(loss) per share
$ 0.18
$ ( 0.10 )
$ 0.51
$ 0.19
For
the nine month periods ended September 30, 2023, and 2022, there were 55,125 and 339,150 anti-dilutive 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, 2021
17,642,722
2,866,565
Exercise of stock options
69,096
-
Vesting of restricted stock units
-
-
Stock dividends
889,554
139,462
Conversion
of Class C to Class A
116,168
( 116,168 )
Outstanding shares at September 30, 2022
18,717,540
2,889,859
Outstanding shares at December 31, 2022
18,758,031
2,889,859
Common stock, shares, outstanding, beginning
18,758,031
2,889,859
Exercise of stock options
239,191
-
Vesting of restricted stock
units
810
-
Stock dividends
949,980
141,594
Conversion
of Class C to Class A
59,599
( 59,599 )
Outstanding shares at September 30, 2023
20,007,611
2,971,854
Common stock, shares, outstanding, ending
20,007,611
2,971,854
35
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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, 2022. 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.
36
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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 September 30, 2023
Revenues from external customers
$ 47,199,169
$ 7,416,423
$ 25,626,135
$ -
$ 80,241,727
Intersegment revenues
2,330,292
85,699
133,639
( 2,549,630 )
-
Segment profit (loss) before income taxes
7,175,181
1,469,592
( 3,486,083 )
-
5,158,690
For the Nine Months Ended September 30, 2023
Revenues from external customers
$ 140,685,555
$ 23,427,327
$ 79,475,738
$ -
$ 243,588,620
Intersegment revenues
6,357,810
254,302
393,145
( 7,005,257 )
-
Segment profit (loss) before income taxes
20,017,102
6,082,343
( 11,206,534 )
-
14,892,911
Identifiable Assets
$ 1,299,027,212
$ 92,299,022
$ 107,800,781
$ ( 90,608,563 )
$ 1,408,518,452
Goodwill
2,765,570
2,488,213
-
-
5,253,783
Total Assets
$ 1,301,792,782
$ 94,787,235
$ 107,800,781
$ ( 90,608,563 )
$ 1,413,772,235
For the Three Months Ended September 30, 2022
Revenues from external customers
$ 43,118,076
$ 6,691,998
$ 33,667,146
$ -
$ 83,477,220
Intersegment revenues
1,723,812
91,699
101,019
( 1,916,530 )
-
Segment profit (loss) before income taxes
4,233,619
901,084
( 8,437,047 )
-
( 3,302,344 )
For the Nine Months Ended September 30, 2022
Revenues from external customers
$ 125,786,154
$ 21,446,210
$ 134,237,417
$ -
$ 281,469,781
Intersegment revenues
5,495,578
359,439
253,554
( 6,108,571 )
-
Segment profit (loss) before income taxes
8,981,888
4,407,339
( 7,518,209 )
-
5,871,018
Identifiable Assets
$ 1,222,265,692
$ 80,402,663
$ 239,915,479
$ ( 87,763,750 )
$ 1,454,820,084
Goodwill
2,765,570
2,488,213
-
-
5,253,783
Total Assets
$ 1,225,031,262
$ 82,890,876
$ 239,915,479
$ ( 87,763,750 )
$ 1,460,073,867
37
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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 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.
38
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
8)
Fair Value of Financial Instruments (Continued)
The
items shown under Level 3 are valued as follows:
Loans
Held for Sale : The Company has 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 in volatile markets and may contain significant unobservable inputs.
Loan
Commitments and Forward Sale Commitments : The Company’s mortgage segment enters loan commitments with potential borrowers
and forward sale commitments to sell loans with 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,
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 be funded 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 comparable sales
in the area, property condition, and 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.
39
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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 as of September 30, 2023:
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
$ 356,448,259
$ -
$ 355,216,072
$ 1,232,187
Equity securities
12,309,544
12,309,544
-
-
Loans held for sale
152,546,566
-
-
152,546,566
Restricted assets (1)
1,534,526
-
1,534,526
-
Restricted assets (2)
6,312,610
6,312,610
-
-
Cemetery perpetual care trust investments (1)
367,392
-
367,392
-
Cemetery perpetual care trust investments (2)
3,855,805
3,855,805
-
-
Derivatives - loan commitments
(3)
4,817,703
-
-
4,817,703
Total assets accounted
for at fair value on a
recurring basis
$ 538,192,405
$ 22,477,959
$ 357,117,990
$ 158,596,456
Liabilities accounted for at fair value
on a
recurring basis
Derivatives - loan commitments
(4)
( 3,088,542 )
-
-
( 3,088,542 )
Total liabilities
accounted for at fair value
on a recurring basis
$ ( 3,088,542 )
$ -
$ -
$ ( 3,088,542 )
(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
40
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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 as of December 31, 2022:
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
$ 345,858,492
$ -
$ 344,422,973
$ 1,435,519
Equity securities
11,682,526
11,682,526
-
-
Loans held for sale
141,179,620
-
-
141,179,620
Restricted assets (1)
1,217,308
-
1,217,308
-
Restricted assets (2)
5,348,244
5,348,244
-
-
Cemetery perpetual care trust investments (1)
254,731
-
254,731
-
Cemetery perpetual care trust investments (2)
3,605,162
3,605,162
-
-
Derivatives - loan commitments (3)
4,089,856
-
-
4,089,856
Total assets accounted for at fair value on a recurring basis
$ 513,235,939
$ 20,635,932
$ 345,895,012
$ 146,704,995
Liabilities accounted for at fair value on a recurring basis
Derivatives - call options (4)
$ ( 29,715 )
$ ( 29,715 )
$ -
$ -
Derivatives - put options (4)
( 13,888 )
( 13,888 )
-
-
Derivatives - loan commitments (4)
( 1,382,979 )
-
-
( 1,382,979 )
Total liabilities accounted for at fair value on a recurring basis
$ ( 1,426,582 )
$ ( 43,603 )
$ -
$ ( 1,382,979 )
(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
41
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
8)
Fair Value of Financial Instruments (Continued)
For
Level 3 assets and liabilities measured at fair value on a recurring basis as of September 30, 2023, the significant unobservable inputs
used in the fair value measurements were as follows:
Schedule
of Assets and Liabilities Measured at Fair Value on Recurring Basis
Significant
Range of Inputs
Fair Value at
Valuation
Unobservable
Minimum
Maximum
Weighted
September 30, 2023
Technique
Input(s)
Value
Value
Average
Loans held for sale
$ 152,546,566
Market approach
Investor contract pricing as a percentage of unpaid principal balance
70.0 %
107.0 %
99.0 %
Derivatives - loan commitments (net)
1,729,161
Market approach
Pull-through rate
70.0 %
95.0 %
88.0 %
Initial-Value
N/A
N/A
N/A
Servicing
0 bps
138 bps
61 bps
Fixed maturity securities available for sale
1,232,187
Broker quotes
Pricing quotes
$ 98.40
$ 100.00
$ 99.32
For
Level 3 assets and liabilities measured at fair value on a recurring basis as of December 31, 2022, 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
December 31, 2022
Technique
Input(s)
Value
Value
Average
Loans held for sale
$ 141,179,620
Market approach
Investor contract pricing as a percentage of unpaid principal balance
69.9 %
106.1 %
99.8 %
Derivatives - loan commitments (net)
2,706,877
Market approach
Pull-through rate
65.0 %
95.0 %
82.2 %
Initial-Value
N/A
N/A
N/A
Servicing
0 bps
153 bps
73 bps
Fixed maturity securities available for sale
1,435,519
Broker quotes
Pricing quotes
$ 100.00
$ 111.11
$ 104.97
42
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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
nine month period ended September 30, 2023:
Schedule
of Changes in Condensed 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, 2022
$ 2,706,877
$ 141,179,620
$ 1,435,519
Originations and purchases
-
1,708,831,185
-
Sales, maturities and paydowns
-
( 1,726,023,095 )
( 129,521 )
Transfer to mortgage loans held for investment
-
( 3,017,626 )
-
Total gains (losses):
Included in earnings
( 977,716 )(1)
31,576,482 (1)
( 109 )(2)
Included in other comprehensive income
-
-
( 73,702 )
Balance - September 30, 2023
$ 1,729,161
$ 152,546,566
$ 1,232,187
(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
nine month period ended September 30, 2022:
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
-
2,837,349,328
-
Sales, maturities and paydowns
-
( 2,987,906,269 )
( 368,980 )
Transfer to mortgage loans held for investment
-
( 49,428,757 )
-
Total gains (losses):
Included in earnings
( 2,843,155 )(1)
59,190,794 (1)
1,957 (2)
Included in other comprehensive income
-
-
( 31,127 )
Balance - September 30, 2022
$ 4,172,360
$ 161,981,923
$ 1,625,198
(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
43
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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 month period ended September 30, 2023:
Net Loan Commitments
Loans Held for Sale
Fixed Maturity Securities Available for Sale
Balance - June 30, 2023
$ 3,233,447
$ 161,310,060
$ 1,431,874
Originations and purchases
-
569,095,944
-
Sales, maturities and paydowns
-
( 585,545,472 )
( 129,521 )
Transfer to mortgage loans held for investment
-
( 1,867,552 )
Total gains (losses):
Included in earnings
( 1,504,286 )(1)
9,553,586 (1)
( 109 )(2)
Included in other comprehensive income
-
-
( 70,057 )
Balance - September 30, 2023
$ 1,729,161
$ 152,546,566
$ 1,232,187
(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 month period ended September 30, 2022:
Net Loan Commitments
Loans Held for Sale
Fixed Maturity Securities Available for Sale
Balance - June 30, 2022
$ 7,443,642
$ 209,860,409
$ 1,962,789
Originations and purchases
-
787,389,868
-
Sales, maturities and paydowns
-
( 800,430,402 )
( 344,630 )
Transfer to mortgage loans held for investment
-
( 49,428,757 )
-
Total gains (losses):
Included in earnings
( 3,271,282 )(1)
14,590,805 (1)
- (2)
Included in other comprehensive income
-
-
7,039
Balance - September 30, 2022
$ 4,172,360
$ 161,981,923
$ 1,625,198
(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
44
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
8)
Fair Value of Financial Instruments (Continued)
The
Company did not have any financial assets and financial liabilities measured at fair value on a nonrecurring basis as of September 30,
2023.
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 as of December 31, 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
$ 471,786
$ -
$ -
$ 471,786
Total assets accounted for at fair value on a nonrecurring basis
$ 471,786
$ -
$ -
$ 471,786
45
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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 as of September 30, 2023 and December 31,
2022.
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 September 30, 2023:
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
$ 93,753,399
$ -
$ -
$ 91,471,266
$ 91,471,266
Residential construction
100,738,702
-
-
100,740,713
100,740,713
Commercial
54,814,997
-
-
53,928,941
53,928,941
Mortgage loans held for investment, net
$ 249,307,098
$ -
$ -
$ 246,140,920
$ 246,140,920
Policy loans
13,154,845
-
-
13,154,845
13,154,845
Insurance assignments, net (1)
41,068,740
-
-
41,068,740
41,068,740
Restricted assets (2)
1,113,970
-
-
1,113,970
1,113,970
Cemetery perpetual care trust investments (2)
1,962,587
-
-
1,962,587
1,962,587
Mortgage servicing rights, net
3,494,723
-
-
5,012,375
5,012,375
Liabilities
Bank and other loans payable
$ ( 108,431,028 )
$ -
$ -
$ ( 108,431,028 )
$ ( 108,431,028 )
Policyholder account balances (3)
( 39,988,385 )
-
-
( 41,141,921 )
( 41,141,921 )
Future policy benefits - annuities (3)
( 106,278,388 )
-
-
( 123,165,600 )
( 123,165,600 )
(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
46
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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, 2022:
Carrying Value
Level 1
Level 2
Level 3
Total Estimated Fair Value
Assets
Mortgage loans held for investment
Residential
$ 90,290,776
$ -
$ -
$ 88,575,293
$ 88,575,293
Residential construction
172,139,077
-
-
172,139,077
172,139,077
Commercial
45,694,074
-
-
44,079,537
44,079,537
Mortgage loans held for investment, net
$ 308,123,927
$ -
$ -
$ 304,793,907
$ 304,793,907
Policy loans
13,095,473
-
-
13,095,473
13,095,473
Insurance assignments, net (1)
45,332,585
-
-
45,332,585
45,332,585
Restricted assets (2)
1,731,469
-
-
1,731,469
1,731,469
Cemetery perpetual care trust investments (2)
1,506,517
-
-
1,506,517
1,506,517
Mortgage servicing rights, net
3,039,765
-
-
3,927,877
3,927,877
Liabilities
Bank and other loans payable
$ ( 161,712,804 )
$ -
$ -
$ ( 161,712,804 )
$ ( 161,712,804 )
Policyholder account balances (3)
( 41,146,171 )
-
-
( 42,181,089 )
( 42,181,089 )
Future policy benefits - annuities (3)
( 106,637,094 )
-
-
( 126,078,031 )
( 126,078,031 )
(1) Included in other
investments and policy loans on the consolidated balance sheets
(2) Mortgage loans
held for investment
(3) Included in future
policy benefits and unpaid claims on the consolidated balance sheets
The
methods, assumptions and significant valuation techniques and inputs used to estimate the fair value of 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.
47
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (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 of more than 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)
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 several 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 consider all the variables, as well as renegotiations
of rate and point commitments that tend to occur when mortgage rates fall. These fallout estimates are used to estimate the number of
loans that the Company expects to be funded within the terms of the loan commitments and are updated periodically to reflect the most
current data.
The
Company estimates the fair value of a loan commitment based on the change in estimated fair value of the underlying mortgage loan, quoted
mortgage-backed securities (“MBS”) prices, estimates of the fair value of mortgage servicing rights, and an estimate of the
probability that the mortgage loan will fund within the terms of the commitment 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 be funded within the terms of the commitments.
48
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
9)
Derivative Instruments (Continued)
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 discontinued its use of selling “out of the money” call options on its equity securities and the use of selling put
options as a source of revenue in the first quarter of 2023. 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
September 30, 2023
December 31, 2022
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
$ 268,292,962
$ 4,817,703
$ 3,088,542
$ 453,371,808
$ 4,089,859
$ 1,382,979
Call options
Other liabilities
-
-
-
868,600
-
29,715
Put options
Other liabilities
-
-
-
654,500
-
13,888
Total
$ 268,292,962
$ 4,817,703
$ 3,088,542
$ 454,894,908
$ 4,089,859
$ 1,426,582
The
table below 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 September 30,
Nine Months Ended September 30,
Derivative
Classification
2023
2022
2023
2022
Loan commitments
Mortgage fee income
$ ( 1,504,286 )
$ ( 3,271,282 )
$ ( 977,716 )
$ ( 2,843,155 )
Call and put options
Gains on investments and other assets
$ -
$ 50,045
$ 49,963
$ 176,274
49
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
10)
Reinsurance, Commitments and Contingencies
Reinsurance
The
Company follows the procedure of reinsuring risks of more than a specified limit, which ranges from $ 25,000 to $ 100,000 on newly issued
policies. The Company has also assumed various reinsurance agreements through acquisition of various life companies. The Company is ultimately
liable for these reinsured amounts in the event such reinsurers are unable to pay their portion of the claims. The Company evaluates
the financial condition of reinsurers and monitors the concentration of credit risk. The Company is also a reinsurer of insurance with
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 line of credit with Wells Fargo Bank N.A. This agreement allows SecurityNational
Mortgage to borrow up to $ 100,000,000 for the sole purpose of funding mortgage loans (the “Wells Fargo Bank Warehouse Line of Credit”).
charges interest at the 1-Month Secured Overnight Financing Rate (“SOFR”) rate plus 2.1% and expired and was not renewed on October 31, 2023 and will not be renewed because
of the lender exiting the marketplace. 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 allows SecurityNational
Mortgage to borrow up to $ 100,000,000 for the sole purpose of funding mortgage loans (the “Texas Capital Bank Warehouse Line of
Credit”). The agreement charges interest at the 1-Month SOFR rate plus 2.0% and matures on November 30, 2024 . 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 U.S Bank. This agreement allows SecurityNational
Mortgage to borrow up to $ 25,000,000 for the sole purpose of funding mortgage loans (the “U.S. Bank Warehouse Line of Credit”
and, together with the Wells Fargo Bank Warehouse Line of Credit and the Texas Capital Bank Warehouse Line of Credit, the “Warehouse
Lines of Credit”). 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 December 1, 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.
50
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
10)
Reinsurance, Commitments and Contingencies (Continued)
The
agreements for the Warehouse Lines of Credit include cross default provisions where certain events of default under other of SecurityNational
Mortgage’s obligations constitute events of default under the Warehouse Lines of Credit. As of September 30, 2023, the Company
was not in compliance with the net income covenant of the Warehouse Lines of Credit and has received or is in the process of receiving
waivers under the Warehouse Lines of Credit from the warehouse banks. In the unlikely event the Company is required to repay the outstanding
advances of approximately $ 10,200,000 on the warehouse line of credit that has not provided a covenant waiver, the Company has sufficient
cash and borrowing capacity on the warehouse lines of credit that have provided covenant waivers to fund its origination activities.
The Company has performed an internal analysis of its funding capacities of both internal and external sources and has determined that
there are sufficient funds to continue its business model. The Company continues to negotiate other warehouse lines of credit with other
lenders.
Other
Contingencies and Commitments
The
Company has commitments to fund existing construction and land development loans pursuant to the various loan agreements. As of September
30, 2023, the Company’s commitments were approximately $ 157,247,000 for these loans, of which $ 104,378,000 had been funded. The
Company advances funds in accordance with the loan agreements 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 at 5.25 % to 8.50 % per annum. Maturities range between six and eighteen months.
The
Company belongs to a captive insurance group (“the captive group”) for certain casualty insurance, worker compensation and
general liability programs. The captive group maintains insurance reserves 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 group considers several 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 from the Company and its members. 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.
51
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
11)
Mortgage Servicing Rights
The
Company initially records its 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.
The
Company periodically reviews the various loan strata to determine whether the value of the MSRs in each stratum is impaired and likely
to recover. If the Company 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 September 30,
2023
As of December 31,
2022
Amortized cost:
Balance before valuation allowance at beginning of year
$ 3,039,765
$ 53,060,455
MSR additions resulting from loan sales (1)
907,546
10,243,922
Amortization (2)
( 452,588 )
( 9,078,706 )
Sale of MSRs
-
( 51,185,906 )
Application of valuation allowance to write down MSRs with other than temporary
impairment
-
-
Balance before valuation allowance at end of period
$ 3,494,723
$ 3,039,765
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
$ 3,494,723
$ 3,039,765
Estimated fair value of MSRs at end of period
$ 5,012,375
$ 3,927,877
(1)
Included in mortgage fee income on the condensed consolidated
statements of earnings
(2)
Included in other expenses on the condensed consolidated statements
of earnings
52
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
11)
Mortgage Servicing Rights (Continued)
The
table below summarizes the Company’s estimate of future amortization of its existing MSRs carried at amortized cost. This projection
was developed using the Company’s assumptions in its September 30, 2023 valuation of MSRs. The assumptions used in the following
table are likely to change as market conditions, portfolio composition and borrower behavior change, causing both actual and projected
amortization levels to change over time.
Schedule
of Finite-Lived Intangible Assets, Future Amortization Expense, Mortgage Servicing Rights
Estimated MSR Amortization
2023
351,687
2024
317,526
2025
293,311
2026
265,639
2027
240,113
Thereafter
2,026,447
Total
$ 3,494,723
The
Company collected the following contractual servicing fee income and late fee income as reported in other revenues on the condensed consolidated
statement of earnings.
Schedule
of Other Revenues
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023
2022
2023
2022
Contractual servicing fees
$ 249,050
$ 4,644,397
$ 892,668
$ 13,845,626
Late fees
21,037
107,219
84,358
288,854
Total
$ 270,087
$ 4,751,616
$ 977,026
$ 14,134,480
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 September 30,
2023
As of December 31, 2022
Servicing UPB
$ 411,911,166
$ 360,023,384
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
September 30, 2023
8.00
8.59
12.22
December 31, 2022
8.12
8.49
11.95
On
October 31, 2022, the Company sold certain of its MSRs. The MSRs related to mortgage loans previously originated by the Company in aggregate
unpaid principal amount of approximately $ 7.02 billion. As a result of the sale, the book value of the Company’s MSRs decreased
$ 51,185,906 and generated a gain of $ 34,051,938 included in mortgage fee income on the consolidated statements of earnings. Substantially
all the consideration was received by the Company with the remainder subject to certain holdbacks during transfer of the MSRs. The Company
completed the physical transfer of files prior to its deadline. The holdbacks have been received in 2023.
53
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
12)
Income Taxes
The
Company’s overall effective tax rate for the three month periods ended September 30, 2023 and 2022 was 21.7 % and 28.7 %, respectively,
which resulted in a provision for income taxes of $ 1,117,397 and $ ( 949,159 ) , respectively, and for the nine month periods ended September
30, 2023 and 2022 was 21.9 % and 24.2 %, respectively, which resulted in a provision for income taxes of $ 3,258,740 and $ 1,421,036 , respectively
The Company’s effective tax rate is higher than the U.S. federal statutory rate of 21 % due to, among other factors, state taxes
as offset by certain state income tax benefits, along with certain permanent tax adjustments, such as meals and entertainment and stock-based
compensation. The decrease in the effective tax rate when compared to the prior year was primarily due to a smaller increase in the valuation
allowance.
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.
13)
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 a 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. The transfer of goods and
services does not fulfill an obligation and revenue remains deferred.
54
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
13)
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 (January 1, 2023)
$ 5,392,779
$ -
$ 16,226,836
Closing (September 30, 2023)
6,088,152
-
17,573,212
Increase/(decrease)
695,373
-
1,346,376
Contract Balances
Receivables (1)
Contract Asset
Contract Liability
Opening (January 1, 2022)
$ 5,298,636
$ -
$ 14,508,022
Closing (December 31, 2022)
5,392,779
-
16,226,836
Increase/(decrease)
94,143
-
1,718,814
(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 month periods ended September 30, 2023
and 2022 was $ 1,279,750 and $ 1,034,035 , respectively, and for the nine month periods ended September 30, 2023 and 2022 was $ 3,516,215
and $ 3,624,463 , 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
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023
2022
2023
2022
Major goods/service lines
At-need
$ 4,832,352
$ 4,839,289
$ 14,985,838
$ 16,304,276
Pre-need
2,401,679
1,631,074
5,888,336
4,622,311
Net mortuary and cemetery sales
$ 7,234,031
$ 6,470,363
$ 20,874,174
$ 20,926,587
Timing of Revenue Recognition
Goods transferred at a point in time
$ 4,762,777
$ 4,040,381
$ 13,321,412
$ 12,815,582
Services transferred at a point in time
2,471,254
2,429,982
7,552,762
8,111,005
Net mortuary and cemetery
sales
$ 7,234,031
$ 6,470,363
$ 20,874,174
$ 20,926,587
55
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
13)
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
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023
2022
2023
2022
Net mortuary and cemetery sales
$ 7,234,031
$ 6,470,363
$ 20,874,174
$ 20,926,587
Losses on investments and other assets
( 452,120 )
( 640,593 )
( 200,610 )
( 1,615,253 )
Net investment income
516,094
681,239
2,460,859
1,916,970
Other revenues
118,418
180,989
292,904
217,906
Revenues from external customers
7,416,423
6,691,998
23,427,327
21,446,210
14)
Receivables
Receivables
consist of the following:
Schedule of Receivables
As of September 30, 2023
As of December 31, 2022
Contracts with customers
$ 6,088,152
$ 5,392,779
Receivables from sales agents
2,527,586
2,209,185
Other
8,404,014
23,200,919
Total receivables
17,019,752
30,802,883
Allowance for doubtful accounts
( 1,520,801 )
( 2,229,791 )
Net receivables
$ 15,498,951
$ 28,573,092
The
Company records an allowance for credit losses for its receivables in accordance with GAAP. See Note 2 regarding the adoption of ASU
2016-13.
The
following table presents a roll forward of the allowance for credit losses:
Schedule
of Allowance Credit Losses
Allowance
Beginning balance - January 1, 2023
$ 2,229,791
Change in provision for credit losses (1)
( 597,430 )
Charge-offs
( 111,560 )
Ending balance - September 30, 2023
$ 1,520,801
Beginning balance - January 1, 2022
$ 1,800,725
Change in provision for credit losses (1)
799,888
Charge-offs
( 370,822 )
Ending balance - December 31, 2022
$ 2,229,791
(1)
Included in other expenses on the condensed consolidated statements
of earnings
56
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
15)
Cemetery Perpetual Care Trust Investments and Obligation and Restricted Assets
Cemetery
Perpetual Care Trust Investments and Obligation
State
law requires the Company to pay into endowment care trusts a portion of the proceeds from the sale of certain cemetery property interment
rights for cemeteries that have established an endowment care trust. These endowment care trusts are defined as Variable Interest Entities
pursuant to GAAP. The Company is the primary beneficiary of these trusts, as it absorbs both the losses and any expenses associated with
the trusts. The Company has consolidated cemetery endowment care trust investments with a corresponding amount recorded as Cemetery Perpetual
Care Obligation in the accompanying consolidated balance sheets .
The
components of the cemetery perpetual care investments and obligation as of September 30, 2023, are as follows:
Schedule
of Investments
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Allowance for Credit Losses
Estimated Fair Value
September 30, 2023:
Fixed maturity securities, available for sale, at estimated fair value:
U.S. Treasury securities and obligations of U.S. Government agencies
$ 208,568
$ 668
$ ( 2,297 )
$ -
$ 206,939
Obligations of states and political subdivisions
129,509
-
( 9,169 )
-
120,340
Corporate securities including public utilities
41,086
-
( 973 )
-
40,113
Total fixed maturity securities available for sale
$ 379,163
$ 668
$ ( 12,439 )
$ -
$ 367,392
Equity securities at estimated fair value:
Common stock:
Industrial, miscellaneous and all other
$ 3,507,720
$ 624,037
$ ( 275,952 )
$ 3,855,805
Total equity securities at estimated fair value
$ 3,507,720
$ 624,037
$ ( 275,952 )
$ 3,855,805
Mortgage loans held for investment at amortized cost:
Residential construction
$ 1,966,520
Less: Allowance for credit losses
( 3,933 )
Total mortgage loans held for investment
$ 1,962,587
Real estate held for investment: Residential
$ 30,632
Cash and cash equivalents
$ 1,424,574
Total cemetery perpetual care trust investments
$ 7,640,990
Cemetery perpetual care obligation
$ ( 5,265,166 )
Trust investments in excess of trust obligations
$ 2,375,824
57
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
15)
Cemetery Perpetual Care Trust Investments and Obligations and Restricted Assets (Continued)
The
components of the cemetery perpetual care investments and obligation as of December 31, 2022, are as follows:
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Fair Value
December 31, 2022:
Fixed maturity securities, available for sale, at estimated fair value:
U.S. Treasury securities and obligations of U.S. Government agencies
$ 89,004
$ 42
$ ( 38 )
$ 89,008
Obligations of states and political subdivisions
174,201
-
( 8,478 )
165,723
Total fixed maturity securities available for sale
$ 263,205
$ 42
$ ( 8,516 )
$ 254,731
Equity securities at estimated fair value:
Common stock:
Industrial, miscellaneous and all other
$ 3,195,942
$ 584,383
$ ( 175,163 )
$ 3,605,162
Total equity securities at estimated fair value
$ 3,195,942
$ 584,383
$ ( 175,163 )
$ 3,605,162
Mortgage loans held for investment at amortized cost:
Residential construction
$ 1,506,517
Real estate held for investment: Residential
$ ( 16,178 )
Cash and cash equivalents
$ 1,925,978
Total cemetery perpetual care trust investments
$ 7,276,210
Cemetery perpetual care obligation
$ ( 5,099,542 )
Trust investments in excess of trust obligations
$ 2,176,668
Fixed
Maturity Securities
The
table below summarizes unrealized losses on fixed maturity securities available for sale that were carried at estimated fair value as
of September 30, 2023 and December 31, 2022. The unrealized losses were primarily related to interest rate fluctuations. The tables set
forth unrealized losses by duration with the fair value of the related fixed maturity securities:
Schedule
of Fair Value of Fixed Maturity Securities
Unrealized Losses for Less than Twelve Months
Fair Value
Unrealized Losses for More than Twelve Months
Fair Value
Total Unrealized Loss
Fair Value
September 30, 2023
U.S. Treasury securities and obligations of U.S. Government agencies
$ 2,297
$ 139,633
$ -
$ -
$ 2,297
$ 139,633
Obligations of states and political subdivisions
-
-
9,169
120,340
9,169
120,340
Corporate securities including public utilities
-
-
973
40,113
973
40,113
Total unrealized losses
$ 2,297
$ 139,633
$ 10,142
$ 160,453
$ 12,439
$ 300,086
December 31, 2022
U.S. Treasury securities and obligations of U.S. Government agencies
$ 38
$ 59,392
$ -
$ -
$ 38
$ 59,392
Obligations of states and political subdivisions
1,845
94,612
6,633
71,112
8,478
165,724
Total unrealized losses
$ 1,883
$ 154,004
$ 6,633
$ 71,112
$ 8,516
$ 225,116
58
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
15)
Cemetery Perpetual Care Trust Investments and Obligations and Restricted Assets (Continued)
Relevant
holdings were comprised of four securities with fair values aggregating 96.0 % of the aggregate amortized cost as of September 30, 2023.
Relevant holdings were comprised of five securities with fair values aggregating 96.4 % of aggregate amortized cost as of December 31,
2022. No credit losses have been recognized for the three and nine month periods ended September 30, 2023 and 2022, since the increase
in unrealized losses is primarily a result of the recent increases in interest and inflation rates. See Note 3 for additional information
regarding the Company’s evaluation of the allowance for credit losses for fixed maturity securities available for sale.
The
table below presents the amortized cost and estimated fair value of fixed maturity securities available for sale as of September 30,
2023, by contractual maturity. Expected maturities may differ from contractual maturities because certain borrowers may have the right
to call or prepay obligations with or without call or prepayment penalties.
Schedule of Investments Classified by Contractual
Maturity Date
Amortized
Estimated Fair
Cost
Value
Due in 1 year
$ 29,573
$ 30,000
Due in 2-5 years
254,242
245,011
Due in 5-10 years
41,086
40,113
Due in more than 10 years
54,262
52,268
Total
$ 379,163
$ 367,392
Restricted
Assets
The
Company has also established certain restricted assets to provide for future merchandise and service obligations incurred in connection
with its pre-need sales for its cemetery and mortuary segment.
Restricted
cash also represents escrows held for borrowers and investors under servicing and appraisal agreements relating to mortgage loans, funds
held by warehouse banks in accordance with loan purchase agreements and funds held in escrow for certain real estate construction development
projects. Additionally, the Company elected to maintain its medical benefit fund without change from the prior year and has included
this amount as a component of restricted cash. These restricted cash items are for the Company’s life insurance and mortgage segments.
59
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
15)
Cemetery Perpetual Care Trust Investments and Obligations and Restricted Assets (Continued)
Restricted
assets as of September 30, 2023, are summarized as follows:
Schedule of Restricted Assets in Cemetery and Mortuary Endowment Care and Pre need Merchandise Funds
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Allowance for Credit Losses
Estimated Fair Value
September 30, 2023:
Fixed maturity securities, available for sale, at estimated fair value:
U.S. Treasury securities and obligations of U.S. Government agencies
$ 389,641
$ 924
$ ( 4,002 )
$ -
$ 386,563
Obligations of states and political subdivisions
771,564
201
( 19,526 )
-
752,239
Corporate securities including public utilities
405,171
-
( 9,447 )
-
395,724
Total fixed maturity securities available for sale
$ 1,566,376
$ 1,125
$ ( 32,975 )
$ -
$ 1,534,526
Equity securities at estimated fair value:
Common stock:
Industrial, miscellaneous and all other
$ 6,011,816
$ 739,197
$ ( 438,403 )
$ 6,312,610
Total equity securities at estimated fair value
$ 6,011,816
$ 739,197
$ ( 438,403 )
$ 6,312,610
Mortgage loans held for investment at amortized cost:
Residential construction
$ 1,116,202
Less: Allowance for credit losses
( 2,232 )
Total mortgage loans held for investment
$ 1,113,970
Cash and cash equivalents (1)
$ 10,946,379
Total restricted assets
$ 19,907,485
(1)
Including cash and cash equivalents of $ 8,224,592 for the life
insurance and mortgage segments.
Restricted
assets as of December 31, 2022, are summarized as follows:
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Fair Value
December 31, 2022:
Fixed maturity securities, available for sale, at estimated fair value:
Obligations of states and political subdivisions
$ 1,033,047
$ 866
$ ( 15,360 )
$ 1,018,553
Corporate securities including public utilities
201,771
-
( 3,016 )
198,755
Total fixed maturity securities available for sale
$ 1,234,818
$ 866
$ ( 18,376 )
$ 1,217,308
Equity securities at estimated fair value:
Common stock:
Industrial, miscellaneous and all other
$ 4,955,360
$ 703,049
$ ( 310,165 )
$ 5,348,244
Total equity securities at estimated fair value
$ 4,955,360
$ 703,049
$ ( 310,165 )
$ 5,348,244
Mortgage loans held for investment at amortized cost:
Residential construction
$ 1,731,469
Cash and cash equivalents (1)
$ 10,638,034
Total restricted assets
$ 18,935,055
(1)
Including cash and cash equivalents of $ 8,527,620 for the life
insurance and mortgage segments.
60
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
15)
Cemetery Perpetual Care Trust Investments and Obligations and Restricted Assets (Continued)
Fixed
Maturity Securities
The
table below summarizes unrealized losses on fixed maturity securities available for sale that were carried at estimated fair value as
of September 30, 2023 and December 31, 2022. The unrealized losses were primarily related to interest rate fluctuations. The tables set
forth unrealized losses by duration with the fair value of the related fixed maturity securities.
Schedule
of Fair Value of Fixed Maturity Securities
Unrealized Losses for Less than Twelve Months
Fair Value
Unrealized Losses for More than Twelve Months
Fair Value
Total Unrealized Loss
Fair Value
September 30, 2023
U.S. Treasury securities and obligations of U.S. Government agencies
$ 4,002
$ 243,232
$ -
$ -
$ 4,002
$ 243,232
Obligations of states and political subdivisions
3,189
71,811
16,337
580,227
19,526
652,038
Corporate securities including public utilities
1,016
101,649
8,431
294,075
9,447
395,724
Total unrealized losses
$ 8,207
$ 416,692
$ 24,768
$ 874,302
$ 32,975
$ 1,290,994
December 31, 2022
Obligations of states and political subdivisions
$ 11,891
$ 760,255
$ 3,469
$ 58,072
$ 15,360
$ 818,327
Corporate securities including public utilities
3,016
198,755
-
-
3,016
198,755
Total unrealized losses
$ 14,907
$ 959,010
$ 3,469
$ 58,072
$ 18,376
$ 1,017,082
Relevant
holdings were comprised of 16 securities with fair values aggregating 97.5 % of the aggregate amortized cost as of September 30, 2023.
Relevant holdings were comprised of 17 securities with fair values aggregating 98.2 % of the aggregate amortized cost as of December 31,
2022. No credit losses have been recognized for the three and nine month periods ended September 30, 2023 and 2022, since the increase
in unrealized losses is primarily a result of the recent increase in interest and inflation rates. See Note 3 for additional information
regarding the Company’s evaluation of the allowance for credit losses for fixed maturity securities available for sale.
The
table below presents the amortized cost and estimated fair value of fixed maturity securities available for sale as of September 30,
2023, by contractual maturity. Expected maturities may differ from contractual maturities because certain borrowers may have the right
to call or prepay obligations with or without call or prepayment penalties:
Schedule of Investments Classified by Contractual
Maturity Date
Amortized
Estimated Fair
Cost
Value
Due in 1 year
$ -
$ -
Due in 2-5 years
702,873
692,458
Due in 5-10 years
111,301
110,090
Due in more than 10 years
752,202
731,978
Total
$ 1,566,376
$ 1,534,526
See
Notes 3 and 8 for additional information regarding restricted assets and cemetery perpetual care trust investments.
61
SECURITY
NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements
September
30, 2023 (Unaudited)
16)
Accumulated Other Comprehensive Income (loss)
The
following table summarizes the changes in accumulated other comprehensive income (loss):
Schedule of Changes in Accumulated Other Comprehensive Income
Three Months Ended September 30,
Nine Months Ended September 30,
2023
2022
2023
2022
Unrealized losses on fixed maturity securities available for sale
$ ( 6,725,752 )
$ ( 13,527,157 )
$ ( 6,310,923 )
$ ( 42,014,068 )
Amounts reclassified into net earnings (loss)
( 79,850 )
3,917
( 269,827 )
168,794
Net unrealized losses before taxes
( 6,805,602 )
( 13,523,240 )
( 6,580,750 )
( 41,845,274 )
Tax benefit
1,429,176
2,839,881
1,381,958
8,787,509
Net
( 5,376,426 )
( 10,683,359 )
( 5,198,792 )
( 33,057,765 )
Unrealized gains (losses) on restricted assets (1)
( 12,284 )
27,060
( 14,340 )
( 88,058 )
Tax benefit (expense)
3,060
( 6,741 )
3,572
21,935
Net
( 9,224 )
20,319
( 10,768 )
( 66,123 )
Unrealized gains (losses) on cemetery perpetual care trust investments (1)
( 2,487 )
28,931
( 3,299 )
( 24,294 )
Tax benefit (expense)
610
( 7,204 )
838
6,054
Net
( 1,877 )
21,727
( 2,461 )
( 18,240 )
Other comprehensive loss changes
$ ( 5,387,527 )
$ ( 10,641,313 )
$ ( 5,212,021 )
$ ( 33,142,128 )
(1)
Fixed maturity securities available for sale
The
following table presents the accumulated balances of other comprehensive income (loss) as of September 30, 2023:
Schedule of Accumulated Balances of Other Comprehensive Income
Beginning Balance December 31, 2022
Change for the period
Ending Balance September 30,
2023
Unrealized losses on fixed maturity securities available for sale
$ ( 13,050,767 )
$ ( 5,198,792 )
$ ( 18,249,559 )
Unrealized losses on restricted assets (1)
( 13,148 )
( 10,768 )
( 23,916 )
Unrealized losses on cemetery perpetual care trust investments (1)
( 6,362 )
( 2,461 )
( 8,823 )
Other comprehensive loss
$ ( 13,070,277 )
$ ( 5,212,021 )
$ ( 18,282,298 )
(1)
Fixed maturity securities available for sale
The
following table presents the accumulated balances of other comprehensive income (loss) as of December 31, 2022:
Beginning Balance December 31, 2021
Change for the period
Ending Balance December 31,
2022
Unrealized gains (losses) on fixed maturity securities available for sale
$ 18,021,265
$ ( 31,072,032 )
$ ( 13,050,767 )
Unrealized gains (losses) on restricted assets (1)
40,192
( 53,340 )
( 13,148 )
Unrealized gains (losses) on cemetery perpetual care trust investments (1)
8,991
( 15,353 )
( 6,362 )
Other comprehensive income (loss)
$ 18,070,448
$ ( 31,140,725 )
$ ( 13,070,277 )
(1)
Fixed maturity securities available for sale
62
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.
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.
The
following table shows the condensed financial results of the insurance operations for the three and nine month periods ended September
30, 2023, and 2022. See Note 7 to the condensed consolidated financial statements.
Three months ended September 30,
(in thousands of dollars)
Nine months ended September 30,
(in thousands of dollars)
2023
2022
% Increase (Decrease)
2023
2022
% Increase (Decrease)
Revenues from external customers
Insurance premiums
$ 28,906
$ 26,237
10 %
$ 85,687
$ 78,491
9 %
Mortgage fee income
10
-
100 %
76
-
100 %
Net investment income
18,434
17,562
5 %
53,609
47,269
13 %
Losses on investments and other assets
(516 )
(1,538 )
(66 )%
(1 )
(1,697 )
(100 )%
Other
365
857
(57 )%
1,314
1,723
(24 )%
Total
$ 47,199
$ 43,118
9 %
$ 140,685
$ 125,786
12 %
Intersegment revenue
$ 2,330
$ 1,724
35 %
$ 6,358
$ 5,496
16 %
Earnings before income taxes
$ 7,175
$ 4,234
69 %
$ 20,017
$ 8,982
123 %
Intersegment
revenues are primarily interest income from the warehouse lines of credit for loans held for sale provided to SecurityNational Mortgage
Company (“SecurityNational Mortgage”). Profitability for the nine month period ended September 30, 2023 increased due to
(a) a $7,081,000 increase in insurance premiums and other considerations, (b) a $6,340,000 increase in net investment income, (c) a $2,049,000
decrease in selling, general and administrative expenses, (d) a $1,696,000 increase in gains on investments and other assets, (e) a $862,000
increase in intersegment revenue, and (f) a $76,000 increase in mortgage fee income, which were partially offset by (i) a $5,270,000
increase in future policy benefits, (ii) a $827,000 increase in death, surrenders and other policy benefits, (iii) a $408,000 increase
in interest expense, (iv) a $294,000 decrease in other revenues, (v) a $158,000 increase in intersegment interest expense and other expenses,
and (vi) a $112,000 increase in amortization of deferred policy acquisition costs.
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.
63
The
following table shows the condensed financial results of the cemetery and mortuary operations for the three and nine month periods ended
September 30, 2023, and 2022. See Note 7 to the condensed consolidated financial statements.
Three months ended September 30,
(in thousands of dollars)
Nine months ended September 30,
(in thousands of dollars)
2023
2022
% Increase (Decrease)
2023
2022
% Increase (Decrease)
Revenues from external customers
Mortuary revenues
$ 2,910
$ 3,027
(4 )%
$ 9,310
$ 9,899
(6 )%
Cemetery revenues
4,324
3,443
26 %
11,564
11,027
5 %
Net investment income
516
681
(24 )%
2,461
1,917
28 %
Losses on investments and other assets
(453 )
(640 )
(29 )%
(201 )
(1,615 )
(88 )%
Other
119
181
(34 )%
293
218
34 %
Total
$ 7,416
$ 6,692
11 %
$ 23,427
$ 21,446
9 %
Earnings before income taxes
$ 1,470
$ 901
63 %
$ 6,082
$ 4,407
38 %
Profitability
in the nine month period ended September 30, 2023 increased due to (a) a $1,415,000 increase in gains on investments and other assets,
(b) a $1,266,000 increase in cemetery pre-need sales, (c) a $544,000 increase in net investment income, (d) a $75,000 increase in other
revenues, (e) a $33,000 decrease in intersegment interest expense and other expenses, (f) a $14,000 decrease in cost of goods and services
sold, and (g) an $8,000 decrease in amortization of deferred policy acquisition costs, which were partially offset by (i) a $729,000
decrease in cemetery at-need sales, (ii) a $589,000 decrease in mortuary at-need sales, (iii) a $256,000 increase in selling, general
and administrative expenses, and (iv) a $105,000 decrease in intersegment revenues.
Mortgage
Operations
The
Company’s wholly owned subsidiary, SecurityNational Mortgage, is a mortgage lender 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 originates and refinances mortgage loans on a retail basis.
Mortgage loans originated or refinanced by the SecurityNational Mortgage are funded through loan purchase agreements with Security National
Life, Kilpatrick Life and unaffiliated financial institutions.
SecurityNational
Mortgage receives 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. Mortgage loans are generally sold with mortgage servicing rights (“MSRs”)
released to third-party investors or retained by SecurityNational Mortgage. SecurityNational Mortgage currently retains the mortgage
servicing rights on approximately 5% of its loan origination volume. These mortgage loans are serviced by either SecurityNational Mortgage
or an approved third-party sub-servicer. On October 31, 2022, the Company sold certain of its MSRs. The MSRs related to mortgage loans
previously originated by the Company in aggregate unpaid principal amount of approximately $7.02 billion. As a result of the sale, the
book value of the Company’s MSRs decreased by $51,185,906.
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 ‘purchases,’ although not as significant as those in the refinance classification.
64
For
the nine month periods ended September 30, 2023 and 2022, SecurityNational Mortgage originated 5,680 loans ($1,708,831,000 total volume)
and 8,886 loans ($2,837,349,000 total volume), respectively.
The
following table shows the condensed financial results of the mortgage operations for the three and nine month periods ended September
30, 2023, and 2022. See Note 7 to the condensed consolidated financial statements.
Three months ended September 30,
(in thousands of dollars)
Nine months ended September 30,
(in thousands of dollars)
2023
2022
% Increase (Decrease)
2023
2022
% Increase (Decrease)
Revenues from external customers
Secondary gains from investors
$ 17,615
$ 28,825
(39 )%
$ 54,809
$ 103,220
(47 )%
Income from loan originations
8,924
7,069
26 %
23,812
26,463
(10 )%
Change in fair value of loans held for sale
(1,504 )
(4,131 )
64 %
(978 )
(7,973 )
88 %
Change in fair value of loan commitments
(109 )
(3,271 )
97 %
(716 )
(2,843 )
75 %
Net investment income
298
360
(17 )%
1,125
583
93 %
Gains on investments and other assets
36
-
100 %
197
391
(50 )%
Other
366
4,815
(92 )%
1,226
14,396
(91 )%
Total
$ 25,626
$ 33,667
(24 )%
$ 79,475
$ 134,237
(41 )%
Earnings (loss) before income taxes
$ (3,486 )
$ (8,437 )
(59 )%
$ (11,207 )
$ (7,518 )
(49 )%
Included
in other revenues is service fee income. Profitability for the nine month period ended September 30, 2023 decreased due to (a) a $48,411,000
decrease in secondary gains from investors, (b) a $13,170,000 decrease in other revenues, (c) a $2,651,000 decrease in income from loan
originations, (d) a $772,000 increase in intersegment interest expense and other expenses, (e) a $226,000 increase in rent and rent related
expenses, and (f) a $194,000 decrease in gains on investments and other assets, which were partially offset by (i) a $22,475,000 decrease
in commissions, (ii) a $14,426,000 decrease in personnel expenses, (iii) a $10,985,000 decrease in other expenses, (iv) a $7,257,000
increase in the fair value of loans held for sale, (v) a $2,152,000 decrease in interest expense, (vi) a $1,865,000 increase in the fair
value of loan commitments, (vii) a $1,009,000 decrease in costs related to funding mortgage loans, (viii) an $867,000 decrease in advertising
expenses, (ix) a $542,000 increase in net investment income, (x) a $140,000 increase in intersegment revenues, and (xi) an $18,000
decrease in depreciation on property and equipment.
Consolidated
Results of Operations
Three
month period ended September 30, 2023, Compared to Three month period ended September 30, 2022
Total
revenues decreased by $3,235,000, or 3.9%, to $80,242,000 for the three month period ended September 30, 2023, from $83,477,000 for the
comparable period in 2022. Contributing to this decrease in total revenues was a $4,888,000 decrease in other revenues and a $3,672,000
decrease in mortgage fee income, which were partially offset by a $2,669,000 increase in insurance premiums and other considerations,
a $1,247,000 increase in gains on investments and other assets, a $764,000 increase in net mortuary and cemetery sales, and a $645,000
increase in net investment income.
Mortgage
fee income decreased by $3,672,000, or 12.8%, to $24,936,000, for the three month period ended September 30, 2023, from $28,608,000 for
the comparable period in 2022. This decrease was primarily due to a $11,316,000 decrease in secondary gains from mortgage loans sold
to third-party investors into the secondary market due to the decline in origination activity because of increasing interest rates, which
was partially offset by a $4,023,000 increase in the fair value of loans held for sale, a $1,854,000 increase in loan fees and interest
income net of an increase in the provision for loan loss reserve and a $1,767,000 increase in the fair value of loan commitments.
Insurance
premiums and other considerations increased by $2,669,000, or 10.2%, to $28,907,000 for the three month period ended September 30, 2023,
from $26,238,000 for the comparable period in 2022. This increase was primarily due to an increase of $2,737,000 in first year premiums,
which was partially offset by a decrease of $68,000 in renewal premiums.
65
Net
investment income increased by $645,000, or 3.5%, to $19,248,000 for the three month period ended September 30, 2023, from $18,603,000
for the comparable period in 2022. This increase was primarily attributable to a $1,054,000 increase in fixed maturity securities income,
a $568,000 increase in interest on cash and cash equivalents, a $125,000 decrease in investment expenses, a $122,000 increase in insurance
assignment income, a $32,000 increase in other investment income, and a $28,000 increase in equity securities income, which were partially
offset by a $635,000 decrease in mortgage loan interest, a $627,000 decrease in real estate income, and a $22,000 decrease in policy
loan interest.
Net
mortuary and cemetery sales increased by $764,000, or 11.8%, to $7,234,000 for the three month period ended September 30, 2023, from
$6,470,000 for the comparable period in 2022. This increase was primarily due to a $771,000 increase in cemetery pre-need sales and a
$110,000 increase in cemetery at-need sales, which were partially offset by a $117,000 decrease in mortuary at-need sales.
Losses
on investments and other assets decreased by $1,247,000, or 57.2%, to $932,000 for the three month period ended September 30, 2023, from
$2,179,000 for the comparable period in 2022. This decrease in losses on investments and other assets was primarily due to a $764,000
increase in gains on real estate, a $518,000 increase in gains on equity securities mostly attributable to increases in the fair value
of these equity securities, and a $25,000 increase in gains on fixed maturity securities, which were partially offset by a $60,000 decrease
in gains on other assets mostly attributable to the Company discontinuing its use of call and put option derivatives in the first quarter
of 2023.
Other
revenues decreased by $4,888,000, or 85.2%, to $849,000 for the three month period ended September 30, 2023, from $5,737,000 for the
comparable period in 2022. This decrease was primarily attributable to a decrease in servicing fee revenue because of the sale of certain
mortgage servicing rights in October 2022.
Total
benefits and expenses were $75,083,000, or 93.6% of total revenues, for the three month period ended September 30, 2023, as compared
to $86,780,000, or 104.0% of total revenues, for the comparable period in 2022.
Death
benefits, surrenders and other policy benefits, and future policy benefits increased by an aggregate of $2,898,000 or 12.8%, to $25,622,000
for the three month period ended September 30, 2023, from $22,724,000 for the comparable period in 2022. This increase was primarily
the result of a $2,087,000 increase in future policy benefits, a $681,000 increase in death benefits, and a $130,000 increase in surrender
and other policy benefits.
Amortization
of deferred policy and pre-need acquisition costs and value of business acquired decreased by $581,000, or 11.5%, to $4,481,000 for the
three month period ended September 30, 2023, from $5,062,000 for the comparable period in 2022. This decrease was primarily due to increased
payment consistency from premium-paying products.
Selling,
general and administrative expenses decreased by $13,005,000, or 23.4%, to $42,652,000 for the three month period ended September 30,
2023, from $55,657,000 for the comparable period in 2022. This decrease was primarily the result of a $4,537,000 decrease in commissions,
a $4,158,000 decrease in personnel expenses, a $4,053,000 decrease in other expenses, a $378,000 decrease in advertising expense, a $46,000
decrease in depreciation on property and equipment, and a $23,000 decrease in rent and rent related expenses which were partially offset
by a $192,000 increase in costs related to funding mortgage loans.
Interest
expense decreased by $985,000, or 46.1%, to $1,152,000 for the three month period ended September 30, 2023, from $2,137,000 for the comparable
period in 2022. This decrease was primarily due to a decrease of $975,000 in interest expense on mortgage warehouse lines of credit for
loans held for sale and a decrease of $10,000 in interest expense on bank loans.
66
Nine
month period ended September 30, 2023, Compared to Nine month period ended September 30, 2022
Total
revenues decreased by $37,881,000, or 13.5%, to $243,589,000 for the nine month period ended September 30, 2023, from $281,470,000 for
the comparable period in 2022. Contributing to this decrease in total revenues was a $41,979,000 decrease in mortgage fee income, a $13,389,000
decrease in other revenues, and a $52,000 decrease in net mortuary and cemetery sales, which were partially offset by a $7,427,000 increase
in net investment income, a $7,196,000 increase in insurance premiums and other considerations, and a $2,916,000 increase in gains on
investments and other assets.
Mortgage
fee income decreased by $41,979,000, or 35.3%, to $77,004,000, for the nine month period ended September 30, 2023, from $118,983,000
for the comparable period in 2022. This decrease was primarily due to a $48,451,000 decrease in secondary gains from mortgage loans sold
to third-party investors into the secondary market due to the decline in origination activity because of increasing interest rates and
a $2,650,000 decrease in loan fees and interest income net of an increase in the provision for loan loss reserve, which were partially
offset by a $7,257,000 increase in the fair value of loans held for sale and a $1,865,000 increase in the fair value of loan commitments.
Insurance
premiums and other considerations increased by $7,196,000, or 9.2%, to $85,687,000 for the nine month period ended September 30, 2023,
from $78,491,000 for the comparable period in 2022. This increase was primarily due to an increase of $6,755,000 in first year premiums
and an increase of $441,000 in renewal premiums.
Net
investment income increased by $7,427,000, or 14.9%, to $57,195,000 for the nine month period ended September 30, 2023, from $49,769,000
for the comparable period in 2022. This increase was primarily attributable to a $3,762,000 increase in fixed maturity securities income,
a $1,953,000 increase in interest on cash and cash equivalents, a $1,008,000 decrease in investment expenses, a $583,000 increase in
real estate income, a $205,000 increase in income from other investments, a $116,000 increase in mortgage loan interest, and a $66,000
increase in equity securities income, which were partially offset by a $138,000 decrease in insurance assignment income and a $128,000
decrease in policy loan income.
Net
mortuary and cemetery sales decreased by $52,000, or 0.3%, to $20,874,000 for the nine month period ended September 30, 2023, from $20,926,000
for the comparable period in 2022. This decrease was primarily due to a $729,000 decrease in cemetery at-need sales and a $589,000 decrease
in mortuary at-need sales, which were partially offset by a $1,266,000 increase in cemetery pre-need sales.
Losses
on investments and other assets decreased by $2,916,000, or 99.8%, to $5,000 for the nine month period ended September 30, 2023, from
$2,921,000 for the comparable period in 2022. This decrease in losses on investments and other assets was primarily due to a $4,011,000
decrease in losses on equity securities mostly attributable to increases in the fair value of these equity securities, which were partially
offset by a $439,000 increase in losses on fixed maturity securities, a $292,000 decrease in gains on other invested assets, a $238,000
decrease in gains on real estate, and a $126,000 decrease in gains on call and put option derivatives due to the Company discontinuing
is use of call and put option derivatives in the first quarter of 2023.
Other
revenues decreased by $13,389,000, or 82.5%, to $2,832,000 for the nine month period ended September 30, 2023, from $16,221,000 for the
comparable period in 2022. This decrease was primarily attributable to a decrease in servicing fee revenue because of the sale of certain
mortgage servicing rights in October 2022.
Total
benefits and expenses were $228,696,000, or 93.9% of total revenues, for the nine month period ended September 30, 2023, as compared
to $275,599,000, or 97.9% of total revenues, for the comparable period in 2022.
Death
benefits, surrenders and other policy benefits, and future policy benefits increased by an aggregate of $6,098,000 or 8.7%, to $76,394,000
for the nine month period ended September 30, 2023, from $70,296,000 for the comparable period in 2022. This increase was primarily the
result of a $5,270,000 increase in future policy benefits and a $1,092,000 increase in death benefits, which were partially offset by
a $264,000 decrease in surrender and other policy benefits.
67
Amortization
of deferred policy and pre-need acquisition costs and value of business acquired increased by $104,000, or 0.8%, to $13,615,000 for the
nine month period ended September 30, 2023, from $13,511,000 for the comparable period in 2022. 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 $51,346,000, or 28.2%, to $131,052,000 for the nine month period ended September 30,
2023, from $182,398,000 for the comparable period in 2022. This decrease was primarily the result of a $22,426,000 decrease in commissions,
a $14,067,000 decrease in personnel expenses, a $12,136,000 decrease in other expenses, a $1,817,000 decrease in advertising expense,
a $1,009,000 decrease in costs related to funding mortgage loans, and a $114,000 decrease in depreciation on property and equipment,
which were partially offset by a $223,000 increase in rent and rent related expenses.
Interest
expense decreased by $1,744,000, or 30.3%, to $4,020,000 for the nine month period ended September 30, 2023, from $5,764,000 for the
comparable period in 2022. This decrease was primarily due to a decrease of $2,152,000 in interest expense on mortgage warehouse lines
of credit for loans held for sale, which was partially offset by an increase of $408,000 in interest expense on bank loans.
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 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. As of September 30, 2023, the Company’s
subsidiary SecurityNational Mortgage was not in compliance with the net income covenants under its Warehouse Lines of Credit and has
received or is in the process of receiving waivers from the warehouse banks. In the unlikely event SecurityNational Mortgage is required
to repay the outstanding advances of approximately $10,200,000 on the Warehouse Line of Credit that has not provided a covenant waiver,
SecurityNational Mortgage has sufficient cash and borrowing capacity on the Warehouse Lines of Credit that have provided covenant waivers
to fund its origination activities. The Company has done an internal analysis of the funding capacities of both internal and external
sources and has determined that there are sufficient funds to continue its business model. The Company continues to negotiate other warehouse
lines of credit with other lenders.
During
the nine month periods ended September 30, 2023 and 2022, the Company’s operations provided cash of $18,384,000 and $109,318,000,
respectively. The decrease in cash provided by operations was due primarily to decreased proceeds from the sale of mortgage loans held
for sale.
The
Company expects to pay out liabilities under its funeral plans over the long term given the nature of those 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 until, and do not surrender prior to, death. Because of the long-term nature of these liabilities, the Company
can hold to maturity or for the targeted investment period its corresponding bond, real estate, and mortgage loan investments, thus reducing
the risk of liquidating these long-term investments because 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 expected short-term requirements of the Company’s insurance products. The Company’s
investment philosophy is intended to provide a rate of return for the expected duration of its cemetery and mortuary policies that will
exceed the accruing of liabilities under those policies regardless of future interest rate movements.
68
The
Company’s investment policy is also to invest predominantly in fixed maturity securities, real estate, mortgage loans, and warehousing
of mortgage loans. The warehoused mortgage loans are typically held for sale on a short-term basis before selling the loans to investors
in accordance with the requirements and laws governing the Company’s life insurance subsidiaries. Bonds owned by the insurance
subsidiaries amounted to $341,252,000 (at estimated fair value) and $345,598,000 (at estimated fair value) as of September 30, 2023 and
December 31, 2022, respectively. This represented 38.5% and 36.4% of the total investments of the Company as of September 30, 2023, and
December 31, 2022, 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. As of September 30, 2023, 1.9%
(or $6,307,000) and as of December 31, 2022, 2.2% (or $7,833,000) 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’s life insurance subsidiaries are 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. As of September 30,
2023 and December 31, 2022, 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 $406,325,000 as of September 30,
2023, as compared to $454,499,000 as of December 31, 2022. This decrease was primarily due to a decrease of $53,281,000 in bank loans
and other loans payable, which was partially offset by a $5,107,000 increase in stockholders’ equity. Stockholders’ equity
as a percent of total capitalization was 73.3% and 64.4% as of September 30, 2023, and December 31, 2022, respectively.
Lapse
rates measure the amount of insurance terminated during a particular period. The Company’s lapse rate for life insurance in 2022
was 4.3% as compared to a lapse rate of 4.8% for 2021. The 2023 lapse rate to date has been approximately the same as 2022.
The
combined statutory capital and surplus of the Company’s life insurance subsidiaries was $103,984,000 and $94,254,000 as of September
30, 2023, and December 31, 2022, respectively. The life insurance subsidiaries cannot pay a dividend to their parent company without
the approval of state insurance regulatory authorities.
Banking
Environment
On
March 10, 2023 and March 12, 2023, Silicon Valley Bank and Signature Bank were placed in receivership with the Federal Deposit Insurance
Corporation (FDIC). Normal banking activities resumed shortly thereafter. On May 1, 2023, First Republic Bank was placed
in receivership with the FDIC and was immediately purchased by a national bank.
The
Company does not maintain any deposit or other accounts or credit facilities with Silicon Valley Bank, Signature Bank or First Republic
Bank. The Company may periodically transfer funds to these banks to pay for services rendered by third party vendors that continue to
maintain banking relationships with these banks. The Company continues to monitor the banking industry and its relationships with regional
and community banks.
69
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 September 30, 2023, 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 September 30, 2023, 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.
70
Part
II - Other Information
Item
1. Legal Proceedings .
The
Company is not a party to any 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
On
December 27, 2022, the Company executed a 10b5-1 agreement with a broker to repurchase shares of the Company’s Class A Common Stock.
Under the terms of the agreement, the broker is permitted to repurchase up to 1,000,000 shares of the Company’s Class A Common
Stock. The agreement is subject to the daily time, price and volume conditions of Rule 10b-18. The initial term of the agreement is for
one year.
The
following table shows the Company’s repurchase activity during the three month period ended September 30, 2023 under the 10b5-1
agreement.
Period
(a) Total Number of Class A Shares Purchased
(b) Average Price Paid per Class A Share (1)
(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 (2)
7/1/2023-7/31/2023
-
$ -
-
318,043
8/1/2023-8/31/2023
-
-
-
318,043
9/1/2023-9/30/2023
-
-
-
318,043
Total
-
$ -
-
318,043
(1)
Includes
fees and commissions paid on stock repurchases.
(2)
In
September 2018, the Board of Directors of the Company approved a Stock Repurchase Plan that authorized the repurchase of 300,000
shares of the Company’s Class A Common Stock in the open market. The Company amended the Stock Repurchase Plan on December
4, 2020. The amendment authorized the repurchase of a total of 1,000,000 shares of the Company’s Class A Common Stock in the
open market. Any repurchased shares of Class A common stock are to be held as treasury shares to be used as the Company’s employer
matching contribution to the Employee 401(k) Retirement Savings Plan and for shares held in the Deferred Compensation Plan.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
None.
Item
5. Other Information.
During
the three-month period ended September 30, 2023, none of the Company’s directors or officers adopted or terminated a “Rule
10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K,
Item 408.
71
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 (1)
3.2
Amended and Restated Bylaws (2)
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.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
(1)
Incorporated by reference from Report on Form 10-K, as filed on March 31, 2017
(2)
Incorporated by reference from Report on Form 10-Q, as filed on May 15, 2019
72
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:
November 14, 2023
/s/
Scott M. Quist
Scott
M. Quist
Chairman,
President and Chief Executive Officer
(Principal
Executive Officer)
Dated:
November 14, 2023
/s/
Garrett S. Sill
Garrett
S. Sill
Chief
Financial Officer and Treasurer
(Principal
Financial Officer and Principal Accounting Officer)
73
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.