UTG INC - Quarter Report: 2015 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2015
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 No. 0-16867
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UTG, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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20-2907892
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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5250 SOUTH SIXTH STREET
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P.O. BOX 5147
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SPRINGFIELD, IL 62705
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (217) 241-6300
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company☒
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares outstanding of the registrant's common stock as of July 28,2015, was 3,701,896.
UTG, Inc.
(The "Company")
TABLE OF CONTENTS
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PART I. Financial Information
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3
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Item 1. Financial Statements
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3
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Condensed Consolidated Balance Sheets
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3
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Condensed Consolidated Statements of Operations
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4
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Condensed Consolidated Statements of Comprehensive Income (Loss)
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5
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Condensed Consolidated Statements of Cash Flows
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6
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Notes to Condensed Consolidated Financial Statements
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7
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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17
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Item 4. Controls and Procedures
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22
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PART II. Other Information
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22
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Item 1. Legal Proceedings
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22
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Item 1A. Risk Factors
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22
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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22
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Item 3. Defaults Upon Senior Securities
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22
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Item 4. Mine Safety Disclosures
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23
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Item 5. Other Information
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23
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Item 6. Exhibits
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23
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Signatures
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24
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Exhibit Index
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25
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UTG, Inc.
Condensed Consolidated Balance Sheets
ASSETS
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June 30,
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December 31,
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||||||||||||||
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2015
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2014*
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||||||||||||||
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Investments:
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|||||||||||||||
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Investments available for sale:
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|||||||||||||||
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Fixed maturities, at fair value (amortized cost $185,763,176 and $188,634,364)
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$
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191,348,772
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$
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197,481,456
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|||||||||||
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Equity securities, at fair value (cost $41,696,686 and $39,275,638)
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45,408,711
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40,996,002
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|||||||||||||
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Trading securities, at fair value (cost $0 and $5,179,850)
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0
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3,826,250
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|||||||||||||
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Mortgage loans on real estate at amortized cost
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9,769,560
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14,060,930
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|||||||||||||
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Discounted mortgage loans on real estate at cost
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5,516,065
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9,101,052
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|||||||||||||
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Investment real estate
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53,131,234
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51,007,101
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|||||||||||||
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Policy loans
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10,832,464
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11,104,485
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|||||||||||||
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Short-term investments
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4,012,988
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4,382,181
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|||||||||||||
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Total investments
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320,019,794
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331,959,457
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|||||||||||||
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Cash and cash equivalents
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20,644,252
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13,977,443
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|||||||||||||
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Accrued investment income
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2,791,394
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2,662,865
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|||||||||||||
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Reinsurance receivables:
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|||||||||||||||
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Future policy benefits
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27,803,444
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27,906,905
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|||||||||||||
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Policy claims and other benefits
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3,974,728
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3,788,294
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|||||||||||||
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Cost of insurance acquired
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8,594,182
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9,047,984
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|||||||||||||
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Deferred policy acquisition costs
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0
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0
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|||||||||||||
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Property and equipment, net of accumulated depreciation
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2,245,082
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2,475,829
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|||||||||||||
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Other assets
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8,386,188
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8,081,461
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|||||||||||||
| LIABILITIES AND SHAREHOLDER' EQUITY | |||||||||||||||
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Policy liabilities and accruals:
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|||||||||||||||
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Future policyholder benefits
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$
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272,253,359
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$
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275,044,909
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|||||||||||
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Policy claims and benefits payable
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3,079,759
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3,208,324
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|||||||||||||
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Other policyholder funds
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482,350
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341,248
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|||||||||||||
| Income taxes payable | 0 | 1,933,243 | |||||||||||||
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Deferred income taxes
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9,326,383
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9,413,794
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|||||||||||||
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Notes payable
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2,400,000
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4,400,000
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|||||||||||||
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Trading securities, at fair value (proceeds $95,986 and $464,215)
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89,848
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23,853
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|||||||||||||
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Other liabilities
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9,018,024
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7,723,213
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|||||||||||||
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Total liabilities
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310,901,513
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316,327,638
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|||||||||||||
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Shareholders' equity:
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|||||||||||||||
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Common stock - no par value, stated value $.001 per share. Authorized 7,000,000 shares - 3,705,263 and 3,706,780 shares outstanding
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3,705
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3,706
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|||||||||||||
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Additional paid-in capital
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43,094,647
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43,122,944
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|||||||||||||
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Retained earnings
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33,861,628
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32,145,662
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|||||||||||||
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Accumulated other comprehensive income
|
6,028,583
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6,853,974
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|||||||||||||
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Total UTG shareholders' equity
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82,988,563
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82,126,286
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|||||||||||||
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Noncontrolling interests
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1,177,883
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1,446,314
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|||||||||||||
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Total shareholders' equity
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84,166,446
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83,572,600
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|||||||||||||
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Total liabilities and shareholders' equity
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$
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395,067,959
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$
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399,900,238
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* Balance sheet audited at December 31, 2014.
See accompanying notes.
UTG, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
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Three Months Ended
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Six Months Ended
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|||||||
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June 30,
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June 30,
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June 30,
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June 30,
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2015
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2014
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2015
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2014
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Revenue:
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Premiums and policy fees
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$
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2,861,481
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$
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3,357,360
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$
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5,798,995
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$
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6,091,047
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Ceded reinsurance premiums and policy fees
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(777,916)
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(827,040)
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(1,557,242)
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(1,608,023)
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Net investment income
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2,055,900
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4,028,304
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8,010,402
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8,561,423
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||||
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Other income
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148,037
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500,113
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315,430
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1,020,544
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||||
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Revenues before realized gains (losses)
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4,287,502
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7,058,737
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12,567,585
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14,064,991
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Realized investment gains (losses), net:
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||||||||
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Other-than-temporary impairments
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0
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0
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0
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0
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||||
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Other realized investment gains, net
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1,522,414
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1,694,037
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4,426,320
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1,971,461
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||||
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Total realized investment gains (losses), net
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1,522,414
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1,694,037
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4,426,320
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1,971,461
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||||
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Total revenue
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5,809,916
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8,752,774
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16,993,905
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16,036,452
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Benefits and other expenses:
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||||||||
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Benefits, claims and settlement expenses:
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||||||||
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Life
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5,197,017
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6,445,808
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9,873,230
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13,131,855
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||||
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Ceded Reinsurance benefits and claims
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(627,557)
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(1,124,076)
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(1,122,253)
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(2,326,546)
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Annuity
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280,984
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283,662
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530,234
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562,239
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||||
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Dividends to policyholders
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120,962
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130,145
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251,598
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266,317
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||||
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Commissions and amortization of deferred policy acquisition costs
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(42,051)
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(5,927)
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(84,276)
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(107,064)
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||||
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Amortization of cost of insurance acquired
|
226,901
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246,412
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453,802
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492,824
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||||
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Operating expenses
|
2,148,087
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2,730,362
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4,347,182
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5,386,480
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||||
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Interest expense
|
23,550
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110,326
|
61,523
|
292,158
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||||
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Total benefits and other expenses
|
7,327,893
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8,816,712
|
14,311,040
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17,698,263
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||||
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Income (loss) before income taxes
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(1,517,977)
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(63,938)
|
2,682,865
|
(1,661,811)
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||||
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Income tax (expense) benefit
|
646,356
|
274,876
|
(814,893)
|
467,387
|
||||
|
Net income (loss)
|
(871,621)
|
210,938
|
1,867,972
|
(1,194,424)
|
||||
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Net (income) loss attributable to noncontrolling interests
|
83,832
|
(196,079)
|
(152,006)
|
(319,033)
|
||||
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Net income (loss) attributable to common shareholders
|
$
|
(787,789)
|
$
|
14,859
|
1,715,966
|
(1,513,457)
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||
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Amounts attributable to common shareholders
|
||||||||
|
Basic income (loss) per share
|
$
|
(0.21)
|
$
|
0.00
|
0.46
|
(0.40)
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||
|
Diluted income (loss) per share
|
$
|
(0.21)
|
$
|
0.00
|
0.46
|
(0.40)
|
||
|
Basic weighted average shares outstanding
|
3,712,325
|
3,765,354
|
3,710,038
|
3,768,643
|
||||
|
Diluted weighted average shares outstanding
|
3,712,325
|
3,765,354
|
3,710,038
|
3,768,643
|
||||
See accompanying notes.
UTG, Inc.
|
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
|
|||||||||
|
Three Months Ended
|
Six Months Ended
|
||||||||
|
June 30,
|
June 30,
|
June 30,
|
June 30,
|
||||||
|
2015
|
2014
|
2015
|
2014
|
||||||
|
Net income (loss)
|
$
|
(871,621)
|
$
|
210,938
|
$
|
1,867,972
|
$
|
(1,194,424)
|
|
|
Other comprehensive income (loss):
|
|||||||||
|
Unrealized holding gains (losses) arising during period, pre-tax
|
(4,156,380)
|
3,985,260
|
(446,781)
|
9,302,065
|
|||||
|
Tax expense (expenses) benefit on unrealized holding gains (losses) arising during the period
|
1,454,733
|
(1,394,841)
|
156,373
|
(3,255,723)
|
|||||
|
Unrealized holding gains (losses) arising during period, net of tax
|
(2,701,647)
|
2,590,419
|
(290,408)
|
6,046,342
|
|||||
|
Less reclassification adjustment for gains included in net income (loss)
|
(706,760)
|
(86,066)
|
(823,051)
|
(338,074)
|
|||||
|
Tax expense for gains included in net income (loss)
|
247,366
|
30,123
|
288,068
|
118,326
|
|||||
|
Reclassification adjustment for gains included in net income (loss), net of tax
|
(459,394)
|
(55,943)
|
(534,983)
|
(219,748)
|
|||||
|
Subtotal: Other comprehensive income (loss), net of tax
|
(3,161,041)
|
2,534,476
|
(825,391)
|
5,826,594
|
|||||
|
|
|
|
|
||||||
|
Comprehensive income (loss)
|
(4,032,662)
|
2,745,414
|
1,042,581
|
4,632,170
|
|||||
|
Less comprehensive (income) loss attributable to noncontrolling interests
|
83,832
|
(196,079)
|
(152,006)
|
(319,033)
|
|||||
|
|
|
|
|
||||||
|
Comprehensive income (loss) attributable to UTG, Inc.
|
$
|
(3,948,830)
|
$
|
2,549,335
|
$
|
890,575
|
$
|
4,313,137
|
|
See accompanying notes.
UTG, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
|
Six Months Ended
|
|||||
|
June 30,
|
June 30,
|
||||
|
2015
|
2014
|
||||
|
Cash flows from operating activities:
|
|||||
|
Net income (loss) attributable to common shareholders
|
$
|
1,715,966
|
$
|
(1,513,457)
|
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|||||
|
Amortization (accretion) of investments
|
(3,008,714)
|
(835,649)
|
|||
|
Realized investment gains, net
|
(4,426,320)
|
(1,971,461)
|
|||
|
Unrealized trading (gains) losses included in income
|
1,019,262
|
(15,622)
|
|||
|
Amortization of deferred policy acquisition costs
|
0
|
25,828
|
|||
|
Amortization of cost of insurance acquired
|
453,802
|
492,824
|
|||
|
Depreciation
|
396,041
|
673,213
|
|||
|
Net income attributable to noncontrolling interest
|
152,006
|
319,033
|
|||
|
Charges for mortality and administration of universal life and annuity products
|
(3,325,645)
|
(3,352,060)
|
|||
|
Interest credited to account balances
|
2,533,573
|
2,607,793
|
|||
|
Change in accrued investment income
|
(128,529)
|
(34,623)
|
|||
|
Change in reinsurance receivables
|
(82,973)
|
225,406
|
|||
|
Change in policy liabilities and accruals
|
(1,672,749)
|
(3,004,690)
|
|||
|
Change in income taxes receivable (payable)
|
(2,542,138)
|
12,582
|
|||
|
Change in other assets and liabilities, net
|
1,459,220
|
1,852,980
|
|||
|
Net cash used in operating activities
|
(7,457,198)
|
(4,517,903)
|
|||
| Cash flows from investing activities: | |||||
|
Proceeds from investments sold and matured:
|
|||||
|
Fixed maturities available for sale
|
|||||
|
Equity securities available for sale
|
5,697,643
|
4,120,242
|
|||
|
Trading securities
|
112,879
|
1,116,500
|
|||
|
Mortgage loans
|
9,291,371
|
1,154,443
|
|||
|
Discounted mortgage loans
|
4,597,610
|
1,154,443
|
|||
|
Real estate
|
9,713,102
|
8,599,113
|
|||
|
Policy loans
|
958,134
|
1,700,041
|
|||
|
Short-term investments
|
388,392
|
0
|
|||
|
Total proceeds from investments sold and matured
|
41,638,055
|
33,499,979
|
|||
|
Cost of investments acquired:
|
|||||
|
Fixed maturities available for sale
|
|||||
|
Equity securities available for sale
|
(4,125,392)
|
(2,462,226)
|
|||
|
Trading securities
|
(463,895)
|
(13,901)
|
|||
|
Mortgage loans
|
(5,000,000)
|
(1,727,681)
|
|||
|
Discounted mortgage loans
|
(44,175)
|
(16,723)
|
|||
|
Real estate
|
(6,904,517)
|
(4,487,029)
|
|||
|
Policy loans
|
(686,113)
|
(4,487,029)
|
|||
|
Short-term investments
|
(19,200)
|
(4,832,980)
|
|||
|
Total cost of investments acquired
|
(24,651,753)
|
(26,309,541)
|
|||
|
Net cash provided by investing activities
|
16,986,302
|
7,190,438
|
|||
|
Cash flows from financing activities:
|
|||||
| Policyholder conract deposits | 2,712,136 | 2,773,092 | |||
|
Policyholder contract withdrawals
|
(3,013,592)
|
(3,181,015)
|
|||
|
Payments of principal on notes payable/line of credit
|
(2,000,000)
|
(900,000)
|
|||
|
Purchase of treasury stock
|
(28,297)
|
(173,774)
|
|||
|
Non controlling contributions (distributions) of consolidated subsidiary
|
(532,542)
|
(78,009)
|
|||
|
Sale of block of businees
|
0
|
(3,045,574)
|
|||
|
Net cash used in financing activities
|
(2,862,295)
|
(4,605,280)
|
|||
|
Net increase (decrease) in cash and cash equivalents
|
6,666,809
|
(1,932,745)
|
|||
|
Cash and cash equivalents at beginning of period
|
13,977,443
|
19,838,618
|
|||
|
Cash and cash equivalents at end of period
|
$
|
20,644,252
|
17,905,873
|
||
See accompanying notes.
UTG, Inc.
Notes to Condensed Consolidated Financial Statements
Note 1 – Basis of Presentation
The accompanying Condensed Consolidated Balance Sheet as of December 31, 2014, which has been derived from audited consolidated financial statements, and the unaudited interim Condensed Consolidated Financial Statements include the accounts of UTG, Inc. (the "Parent" or "UTG") and its subsidiaries (collectively with the Parent, the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for audited annual financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which in the opinion of Management, are necessary for a fair presentation of the results for the interim periods. The unaudited Condensed Consolidated Financial Statements included herein and these related notes should be read in conjunction with the Company's consolidated financial statements, and the notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. The Company's results of operations for the three and six month periods ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or for any other future period.
This document at times will refer to UTG's largest shareholder, Mr. Jesse T. Correll and certain companies controlled by Mr. Correll. Mr. Correll holds a majority ownership of First Southern Funding, LLC ("FSF"), a Kentucky corporation, and First Southern Bancorp, Inc. ("FSBI"), a financial services holding company. FSBI operates through its 100 %owned subsidiary bank, First Southern National Bank ("FSNB"). Banking activities are conducted through multiple locations within south-central and western Kentucky. Mr. Correll is Chief Executive Officer and Chairman of the Board of Directors of UTG and is currently UTG's largest shareholder through his ownership control of FSF, FSBI and affiliates. At June 30, 2015, Mr. Correll owns or controls directly and indirectly approximately 57.52% of UTG's outstanding stock.
UTG's life insurance subsidiary, Universal Guaranty Life Insurance Company ("UG"), has several wholly-owned and majority-owned subsidiaries. The subsidiaries were formed to hold certain real estate investments. The real estate investments were placed into the limited liability companies and partnerships to provide additional protection to the policyholders and to UG.
Note 2 – Recently Issued Accounting Standards
In January 2015, the FASB issued ASU 2015-01, Income Statement – Extraordinary and Unusual Items, ("ASU 2015-01"), which removes the concept of extraordinary items from U.S. GAAP. Under the existing guidance, an entity is required to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is unusual and occurs infrequently. This separate, net-of-tax presentation will no longer be allowed. The existing requirement to separately disclose events or transactions that are unusual or occur infrequently on a pre-tax basis within continuing operations in the income statement has been retained. The new guidance requires similar separate presentation of items that are both unusual and infrequent. The new standard is effective for periods beginning after December 15, 2015. Early adoption is permitted, but only as of the beginning of the fiscal year of adoption. Upon adoption, the Company will present transactions that are both unusual and infrequent, if any, on a pre-tax basis within continuing operations in the income statement.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which makes changes to both the variable interest model and voting interest model and eliminates the indefinite deferral of FASB Statement No. 167, included in ASU 2010-10, for certain investment funds. All reporting entities that hold a variable interest in other legal entities will need to re-evaluate their consolidation conclusions as well as disclosure requirements. This ASU is effective for annual periods beginning after December 15, 2015, and early adoption is permitted, including any interim period. This is not expected to have a material impact on the financial statements of the Company.
Note 3 – Investments
Available for Sale Securities – Fixed Maturity and Equity Securities
The Company's insurance subsidiary is regulated by insurance statutes and regulations as to the type of investments they are permitted to make, and the amount of funds that may be used for any one type of investment.
Investments in available for sale securities are summarized as follows:
|
June 30, 2015
|
Original or Amortized
Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Estimated
Fair
Value
|
||||
|
Investments available for sale:
|
||||||||
|
Fixed maturities
|
||||||||
|
U.S. Government and govt. agencies and authorities
|
$
|
21,624,172
|
$
|
1,777,869
|
$
|
(8,415)
|
$
|
23,393,626
|
|
U.S. special revenue and assessments
|
1,137,625
|
11,570
|
(790)
|
1,148,405
|
||||
|
Public utilities
|
399,935
|
46,643
|
0
|
446,578
|
||||
|
All other corporate bonds
|
162,601,444
|
6,783,429
|
(3,024,710)
|
166,360,163
|
||||
|
185,763,176
|
8,619,511
|
(3,033,915)
|
191,348,772
|
|||||
|
Equity securities
|
41,696,686
|
4,294,519
|
(582,494)
|
45,408,711
|
||||
|
Total
|
$
|
227,459,862
|
$
|
12,914,030
|
$
|
(3,616,409)
|
$
|
236,757,483
|
|
December 31, 2014
|
Original or Amortized
Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Estimated
Fair
Value
|
|||||
|
Investments available for sale:
|
|||||||||
|
Fixed maturities
|
|||||||||
|
U.S. Government and govt. agencies and authorities
|
$
|
23,036,161
|
$
|
1,970,791
|
$
|
(50,184)
|
$
|
24,956,768
|
|
|
States, municipalities and political subdivisions
|
95,000
|
2,385
|
0
|
97,385
|
|||||
|
U.S. special revenue and assessments
|
1,137,702
|
13,739
|
(202,930)
|
948,511
|
|||||
|
Collateralized mortgage obligations
|
1,005,081
|
92,091
|
(6)
|
1,097,166
|
|||||
|
Public utilities
|
399,927
|
55,913
|
0
|
455,840
|
|||||
|
All other corporate bonds
|
162,960,493
|
8,624,486
|
(1,659,193)
|
169,925,786
|
|||||
|
188,634,364
|
10,759,405
|
(1,912,313)
|
197,481,456
|
||||||
|
Equity securities
|
39,275,638
|
2,260,855
|
(540,491)
|
40,996,002
|
|||||
|
Total
|
$
|
227,910,002
|
$
|
13,020,260
|
$
|
(2,452,804)
|
$
|
238,477,458
|
The amortized cost and estimated market value of debt securities at June 30, 2015, by contractual maturity, is shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
|
Fixed Maturities Available for Sale
June 30, 2015
|
Amortized
Cost
|
Estimated
Fair Value
|
|||
|
Due in one year or less
|
$
|
4,260,506
|
$
|
4,345,587
|
|
|
Due after one year through five years
|
18,449,941
|
19,437,005
|
|||
|
Due after five years through ten years
|
71,592,928
|
74,596,197
|
|||
|
Due after ten years
|
91,459,801
|
92,969,983
|
|||
|
Total
|
$
|
185,763,176
|
$
|
191,348,772
|
The fair value of investments with sustained gross unrealized losses at June 30, 2015 and December 31, 2014 are as follows:
|
June 30, 2015
|
Less than 12 months
|
12 months or longer
|
Total
|
||||||||
|
Fair value
|
Unrealized losses
|
Fair value
|
Unrealized losses
|
Fair value
|
Unrealized losses
|
||||||
|
U.S. Government and govt. agencies and authorities
|
$
|
0
|
0
|
$
|
4,989,455
|
(8,415)
|
$
|
4,989,455
|
(8,415)
|
||
|
U.S. Special Revenue and Assessments
|
986,530
|
(790)
|
0
|
0
|
986,530
|
(790)
|
|||||
|
All other corporate bonds
|
63,408,203
|
(1,843,917)
|
3,415,171
|
(1,180,793)
|
66,823,374
|
(3,024,710)
|
|||||
|
Total fixed maturities
|
$
|
64,394,733
|
(1,844,707)
|
$
|
8,404,626
|
(1,189,208)
|
$
|
72,799,359
|
(3,033,915)
|
||
|
Equity securities
|
$
|
3,173,588
|
(582,494)
|
$
|
0
|
0
|
$
|
3,173,588
|
(582,494)
|
||
|
December 31, 2014
|
Less than 12 months
|
12 months or longer
|
Total
|
||||||||
|
Fair value
|
Unrealized losses
|
Fair value
|
Unrealized losses
|
Fair value
|
Unrealized losses
|
||||||
|
U.S. Government and govt. agencies and authorities
|
$
|
0
|
0
|
$
|
4,947,265
|
(50,184)
|
$
|
4,947,265
|
(50,184)
|
||
|
U.S. special revenue and assessments
|
0
|
0
|
784,390
|
(202,930)
|
784,390
|
(202,930)
|
|||||
|
Collateralized mortgage obligations
|
0
|
0
|
1,012
|
(6)
|
1,012
|
(6)
|
|||||
|
All other corporate bonds
|
28,954,477
|
(416,560)
|
3,535,206
|
(1,242,633)
|
32,489,683
|
(1,659,193)
|
|||||
|
Total fixed maturities
|
$
|
28,954,477
|
(416,560)
|
$
|
9,267,873
|
(1,495,753)
|
$
|
38,222,350
|
(1,912,313)
|
||
|
Equity securities
|
$
|
6,067,132
|
(540,491)
|
$
|
0
|
0
|
$
|
6,067,132
|
(540,491)
|
||
Additional information regarding investments in an unrealized loss position is as follows:
|
Less than 12 months
|
12 months or longer
|
Total
|
|||
|
As of June 30, 2015
|
|||||
|
Fixed maturities
|
38
|
4
|
42
|
||
|
Equity securities
|
14
|
0
|
14
|
||
|
As of December 31, 2014
|
|||||
|
Fixed maturities
|
18
|
7
|
25
|
||
|
Equity securities
|
25
|
0
|
25
|
Substantially all of the unrealized losses on fixed maturities available for sale and equity securities at June 30, 2015 and December 31, 2014 are attributable to changes in market interest rates and general disruptions in the credit market subsequent to purchase. The Company does not currently intend to sell nor does it expect to be required to sell any of the securities in an unrealized loss position. Based upon the Company's expected continuation of receipt of contractually required principal and interest payments and its intent and ability to retain the securities until price recovery, as well as the Company's evaluation of other relevant factors, the Company deems these securities to be temporarily impaired as of June 30, 2015 and December 31, 2014.
The Company regularly reviews its investment securities for factors that may indicate that a decline in fair value of an investment is other than temporary. The factors considered by Management in its regular review to identify and recognize other-than-temporary impairment losses on fixed maturities include, but are not limited to: the length of time and extent to which the fair value has been less than cost; the Company's intent to sell, or be required to sell, the debt security before the anticipated recovery of its remaining amortized cost basis; the financial condition and near-term prospects of the issuer; adverse changes in ratings announced by one or more rating agencies; subordinated credit support; whether the issuer of a debt security has remained current on principal and interest payments; current expected cash flows; whether the decline in fair value appears to be issuer specific or, alternatively, a reflection of general market or industry conditions, including the effect of changes in market interest rates. If the Company intends to sell a debt security, or it is more likely than not that it would be required to sell a debt security before the recovery of its amortized cost basis, the entire difference between the security's amortized cost basis and its fair value at the balance sheet date would be recognized by a charge to other-than-temporary losses in the Condensed Consolidated Statements of Operations.
Equity securities may experience other-than-temporary impairments in the future based on the prospects for full recovery in value in a reasonable period of time and the Company's ability and intent to hold the security to recovery. If a decline in fair value is judged by Management to be other-than-temporary or Management does not have the intent or ability to hold a security, a loss is recognized by a charge to other-than-temporary impairment losses in the Condensed Consolidated Statements of Operations.
Based on Management's review of the investment portfolio, the Company did not record any losses for other-than-temporary impairments in the Condensed Consolidated Statements of Operations for the six month period ended June 30, 2015 and 2014.
Trading Securities
Securities designated as trading securities are reported at fair value, with gains or losses resulting from changes in fair value recognized in net investment income on the Condensed Consolidated Statements of Operations. Trading securities include exchange-traded equities and exchange-traded options. Trading securities carried as liabilities are securities sold short. A gain, limited to the price at which the security was sold short, or a loss, potentially unlimited in size, will be recognized upon the termination of the short sale. The fair value of derivatives included in trading security assets and trading security liabilities as of June 30, 2015 was $0 and $(89,848), respectively. The fair value of derivatives included in trading security assets and trading security liabilities as of December 31, 2014 was $6,250 and $(23,853), respectively. Earnings from trading securities are classified in cash flows from operating activities. The derivatives held by the Company are for income generation purposes only.
As of June 30, 2015, the Company reclassified its remaining exchange-traded equity trading security to the available for sale category. The fair value of the security at the time of the reclassification was $3,224,000. Trading securities are purchased and held primarily for purposes of selling them in the near term and reflect active and frequent buying and selling. Management analyzed the recent buying and selling activity related to the exchange-traded equity and deems the available for sale category to better reflect management's intent for this security going forward. Through June 30, 2015, unrealized gains and losses from this exchange-traded equity were recorded as a component of earnings. Future unrealized gains/losses will be reported as a component of comprehensive income.
Trading revenue charged to net investment income from trading securities was:
|
Three Months Ended
|
|||||
|
June 30,
|
|||||
|
2015
|
2014
|
||||
|
Net unrealized gains (losses)
|
$
|
71,632
|
$
|
(245,029)
|
|
|
Net realized gains (losses)
|
(92,310)
|
150,365
|
|||
|
Net unrealized and realized gains (losses)
|
$
|
(20,678)
|
$
|
(94,664)
|
|
|
Six Months Ended
|
|||||
|
June 30,
|
|||||
|
2015
|
2014
|
||||
|
Net unrealized gains (losses)
|
$
|
1,019,262
|
$
|
15,622
|
|
|
Net realized gains (losses)
|
(515,967)
|
171,538
|
|||
|
Net unrealized and realized gains (losses)
|
$
|
503,295
|
$
|
187,160
|
|
Mortgage Loans
As of June 30, 2015 and December 31, 2014, the Company's mortgage loan portfolio contained 27 and 33 mortgage loans, including discounted mortgage loans, with a carrying value of $15,285,625 and $23,161,982, respectively.
Changes in the current economy could have a negative impact on the loans, including the financial stability of the borrowers, the borrowers' ability to pay or to refinance, the value of the property held as collateral and the ability to find purchasers at favorable prices. Given the uncertainty of the current market, Management has taken a conservative approach with the discounted mortgage loans and has classified all discounted mortgage loans held as non-accrual. In such status, the Company is not recording any accrued interest income nor is it recording any accrual of discount on the loans held. Discount accruals reported during 2015 and 2014 were the result of the loan basis already being fully paid.
On the remainder of the mortgage loan portfolio, interest accruals are analyzed based on the likelihood of repayment. In no event will interest continue to accrue when accrued interest along with the outstanding principal exceeds the net realizable value of the property. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status.
A mortgage loan reserve is established and adjusted based on Management's quarterly analysis of the portfolio and any deterioration in value of the underlying property which would reduce the net realizable value of the property below its current carrying value. The Company acquires the discounted mortgage loans at below contract value, and believes that it will fully recover its carrying value upon disposal, therefore no reserve for delinquent loans is deemed necessary. Those loans not currently paying any interest or principal are being vigorously worked by Management. The current discounted commercial mortgage loan portfolio has an average price of 34.26 % of face value and Management has determined that this deep discount provides a financial cushion or built in allowance for any of the loans that are not currently performing within the portfolio of loans purchased.
Note 4 – Fair Value Measurements
The Company measures its assets and liabilities recorded at fair value in the Condensed Consolidated Balance Sheets based on the framework set forth in the GAAP fair value accounting guidance. The framework establishes a fair value hierarchy of three levels based upon the transparency of information used in measuring the fair value of assets or liabilities as of the measurement date. The fair value hierarchy prioritizes the inputs in the valuation techniques used to measure fair value into three categories.
Level 1 – Valuation is based upon quoted prices for identical assets or liabilities in active markets that the Company is able to access. Level 1 fair value is not subject to valuation adjustments.
Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active. In addition, the Company may use various valuation techniques or pricing models that use observable inputs to measure fair value.
Level 3 – Valuation is based upon unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Unobservable inputs reflect the Company's own assumptions about the inputs that market participants would use in pricing the asset or liability.
The Company determines the existence of an active market for an asset or liability based on its judgment as to whether transactions for the asset or liability occur in such market with sufficient frequency and volume to provide reliable pricing information. If the Company concludes that there has been a significant decrease in the volume and level of activity for an investment in relation to normal market activity for such investment, adjustments to transactions and quoted prices are made to estimate fair value.
The inputs used in the valuation techniques employed by the Company are provided by nationally recognized pricing services, external investment managers and internal resources. To assess these inputs, the Company's review process includes, but is not limited to, quantitative analysis including benchmarking, initial and ongoing evaluations of methodologies used by external parties to calculate fair value, and ongoing evaluations of fair value estimates based on the Company's knowledge and monitoring of market conditions.
The Company periodically reviews the pricing service provider's policies and procedures for valuing securities. The assumptions underlying the valuations from external service providers, including unobservable inputs, are generally not readily available as this information is often deemed proprietary. Accordingly, the Company is unable to obtain comprehensive information regarding these assumptions and methodologies.
The Company's investments in fixed maturity securities available for sale, equity securities available for sale and trading securities assets and liabilities are carried at fair value. The following are the Company's methodologies and valuation techniques for assets and liabilities measured at fair value.
Fixed maturities available for sale mainly consist of U.S. treasury securities and corporate debt securities. The Company employs a market approach to the valuation of securities where there are sufficient market transactions involving identical or comparable assets. If sufficient market data is not available for identical or comparable assets, the Company uses an income approach to valuation. The majority of the financial instruments included in fixed maturity securities available for sale are evaluated utilizing observable inputs; accordingly, they are categorized in either Level 1 or Level 2 of the fair value hierarchy. However, in instances where significant inputs utilized in valuation of the securities are unobservable, the securities are categorized in Level 3 of the fair value hierarchy.
Corporate securities primarily include fixed rate corporate bonds. Inputs utilized in connection with the Company's valuation techniques relating to this class of securities include recently executed transactions, market price quotations, benchmark yields and issuer spreads. Corporate securities are categorized in Level 2 of the fair value hierarchy.
U.S. treasury securities are based on quoted prices in active markets and are generally categorized in Level 1 of the fair value hierarchy.
Equity securities available for sale consist of common and preferred stocks mainly in private equity investments, financial institutions and insurance companies. Equity securities for which there is sufficient market data are categorized as Level 1 or 2 in the fair value hierarchy. For the equity securities in which quoted market prices are not available, the transaction price is used as the best estimate of fair value at inception. When evidence is believed to support a change to the carrying value from the transaction price, adjustments are made to reflect the expected exit values. The Company performs ongoing reviews of the underlying investments. The reviews consist of the evaluations of expected cash flows, material events and market data. These investments are included in Level 3 of the fair value hierarchy.
Securities designated as trading securities consist of exchange traded equities and exchange traded options. These securities are primarily valued at quoted active market prices, and are therefore categorized as Level 1 in the fair value hierarchy.
The following table presents the Company's assets and liabilities measured at fair value in the Condensed Consolidated Balance Sheet on a recurring basis as of June 30, 2015.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Assets
|
|||||||||||
|
Fixed Maturities, available for sale
|
$
|
11,889,848
|
$
|
178,531,725
|
$
|
927,199
|
$
|
191,348,772
|
|||
|
Equity Securities, available for sale
|
10,751,651
|
7,135,365
|
27,521,695
|
45,408,711
|
|||||||
|
Total
|
$
|
22,641,499
|
$
|
185,667,090
|
$
|
28,448,894
|
$
|
236,757,483
|
|||
|
Liabilities
|
|||||||||||
|
Trading Securities
|
$
|
89,848
|
$
|
0
|
$
|
0
|
$
|
89,848
|
The following table presents the Company's assets and liabilities measured at fair value in the Condensed Consolidated Balance Sheet on a recurring basis as of December 31, 2014.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Assets
|
|||||||||||
|
Fixed Maturities, available for sale
|
$
|
13,374,878
|
$
|
183,236,853
|
$
|
869,725
|
$
|
197,481,456
|
|||
|
Equity Securities, available for sale
|
4,756,292
|
7,361,076
|
28,878,634
|
40,996,002
|
|||||||
|
Trading Securities
|
3,826,250
|
0
|
0
|
3,826,250
|
|||||||
|
Total
|
$
|
21,957,420
|
$
|
190,597,929
|
$
|
29,748,359
|
$
|
242,303,708
|
|||
|
Liabilities
|
|||||||||||
|
Trading Securities
|
$
|
23,853
|
$
|
0
|
$
|
0
|
$
|
23,853
|
The following table provides reconciliations for Level 3 assets measured at fair value on a recurring basis. Transfers into and out of Level 3 are recognized as of the end of the quarter in which they occur.
|
Fixed Maturities,
Available for Sale
|
Equity Securities,
Available for Sale
|
Total
|
||||
|
Balance at December 31, 2014
|
$
|
869,725
|
$
|
28,878,634
|
$
|
29,748,359
|
|
Total unrealized gains (losses):
|
||||||
|
Included in realized gains(losses)
|
0
|
0
|
0
|
|||
|
Included in other comprehensive income
|
57,474
|
415,774
|
473,248
|
|||
|
Purchases
|
0
|
1,005,625
|
1,005,625
|
|||
|
Sales
|
$
|
0
|
$
|
(2,778,338)
|
$
|
(2,778,338)
|
|
Balance at June 30, 2015
|
927,199
|
27,521,695
|
28,448,894
|
The Level 3 securities include collateralized debt obligations of trust preferred securities issued by banks and insurance companies and certain equity securities with unobservable inputs. The Company computed fair value of Level 3 investments based on a review of current financial information, earnings trends and similar companies in the same industries.
Certain assets are not carried at fair value on a recurring basis, including investments such as mortgage loans and policy loans. Accordingly such investments are only included in the fair value hierarchy disclosure when the investment is subject to re-measurement at fair value after initial recognition and the resulting re-measurement is reflected in the Condensed Consolidated Financial Statements.
The carrying values and estimated fair values of certain of the Company's financial instruments not recorded at fair value in the Condensed Consolidated Balance Sheets are shown below. Because the fair value for all Condensed Consolidated Balance Sheet items are not required to be disclosed, the aggregate fair value amounts presented below are not reflective of the underlying value of the Company.
|
June 30, 2015
|
December 31, 2014
|
|||||||
|
Assets
|
Carrying
Amount
|
Estimated
Fair
Value
|
Carrying
Amount
|
Estimated
Fair
Value
|
||||
|
Mortgage loans on real estate
|
$
|
9,769,560
|
$
|
10,103,835
|
$
|
14,060,930
|
$
|
14,236,676
|
|
Discounted mortgage loans
|
5,516,065
|
5,516,065
|
9,101,052
|
9,101,052
|
||||
|
Investment real estate
|
53,131,234
|
53,131,234
|
51,007,101
|
51,007,101
|
||||
|
Policy loans
|
10,832,464
|
10,832,464
|
11,104,485
|
11,104,485
|
||||
|
Cash and cash equivalents
|
20,644,252
|
20,644,252
|
13,977,443
|
13,977,443
|
||||
|
Short term investments
|
4,012,988
|
4,012,988
|
4,382,181
|
4,382,181
|
||||
|
Collateral and non-collateral loans
|
5,212,560
|
5,212,560
|
5,612,560
|
5,612,560
|
||||
|
Liabilities
|
||||||||
|
Notes payable
|
2,400,000
|
2,400,000
|
4,400,000
|
4,400,000
|
||||
The above estimated fair value amounts have been determined based upon the following valuation methodologies. Considerable judgment was required to interpret market data in order to develop these estimates. Accordingly, the estimates are not necessarily indicative of the amounts which could be realized in a current market exchange. The use of different market assumptions or estimation methodologies may have a material effect on the fair value amounts.
The fair values of mortgage loans on real estate are estimated using discounted cash flow analyses and interest rates being offered for similar loans to borrowers with similar credit ratings. The inputs used to measure the fair value of our mortgage loans on real estate are classified as Level 3 within the fair value hierarchy.
The Company has purchased non-performing discounted mortgage loans at a deep discount through an auction process led by the federal government. In general, the discounted loans are non-performing and there is a significant amount of uncertainty surrounding the timing and amount of cash flows to be received by the Company. Accordingly, the Company records its investment in the discounted loans at its original purchase price, which Management believes approximates fair value. The inputs used to measure the fair value of our discounted mortgage loans are classified as Level 3 within the fair value hierarchy.
Investment real estate is recorded at the lower of the net investment in the real estate or the fair value of the real estate less costs to sell. The determination of fair value assessments are performed on a periodic, non-recurring basis by external appraisal and assessment of property values by Management. The inputs used to measure the fair value of our investment real estate are classified as Level 3 within the fair value hierarchy.
Policy loans are carried at the aggregate unpaid principal balances in the consolidated balance sheets which approximate fair value, and earn interest at rates ranging from 4 % to 8 %. Individual policy liabilities in all cases equal or exceed outstanding policy loan balances. The inputs used to measure the fair value of our policy loans are classified as Level 3 within the fair value hierarchy.
The carrying amount of cash and cash equivalents in the condensed consolidated financial statements approximates fair value given the highly liquid nature of the instruments. The inputs used to measure the fair value of our cash and cash equivalents are classified as Level 1 within the fair value hierarchy.
The carrying amount of short term investments in the condensed consolidated financial statements approximates fair value. The inputs used to measure the fair value of our short term investments are classified as Level 3 within the fair value hierarchy.
The Company invests in collateral and non-collateral loans that are reported in the other assets balance on the Company's Consolidated Balance Sheets. The loans are carried at their unpaid principal balances, which approximates fair value. The inputs used to measure the fair value of the loans are classified as Level 3 within the fair value hierarchy.
The carrying value is a reasonable estimate of fair value for notes payable subject to floating rates of interest. The fair value of notes payable with fixed rate borrowings is determined based on the borrowing rates currently available to the Company for loans with similar terms and average maturities. The inputs used to measure the fair value of our notes payable are classified as Level 2 within the fair value hierarchy.
Note 5 – Credit Arrangements
At June 30, 2015 and December 31, 2014, the Company had the following outstanding debt:
|
Outstanding Principal Balance
|
||||||||||
|
Instrument
|
Issue Date
|
Maturity Date
|
June 30, 2015
|
December 31, 2014
|
||||||
|
Promissory Note:
|
||||||||||
|
UTG Avalon
|
12/29/2014
|
4/1/2018
|
2,400,000
|
4,400,000
|
||||||
|
Instrument
|
Issue Date
|
Maturity Date
|
Revolving Credit Limit
|
December 31, 2014
|
Borrowings
|
Repayments
|
June 30, 2015
|
||||||||||
|
Lines of Credit:
|
|||||||||||||||||
|
UTG
|
2013-11-20
|
2015-11-20
|
$
|
8,000,000
|
$
|
0
|
0
|
0
|
$
|
0
|
|||||||
|
UG
|
2015-06-02
|
2016-05-19
|
10,000,000
|
0
|
0
|
0
|
0
|
The UTG Avalon promissory note issued on December 29, 2014 carries interest at a rate of 3.5 % with interest payable quarterly beginning in July of 2015. The interest is a variable rate that is equal to the lowest of the U.S. Prime Rates as published in the money section of the Wall Street Journal. The interest rate is subject to change monthly and any change in interest rate is effective the first day of the month following the rate change. Principal is due upon maturity of the note. During the second and third quarters of 2015, UTG Avalon repaid $2,000,000 and $1,500,000, respectively, of the outstanding principal balance on the promissory note. The principal payments were paid by UTG and as a result of the payment, intercompany promissory notes receivable/payable were established.
The UTG line of credit carries interest at a fixed rate of 3.75% and is payable monthly. As collateral, UTG has pledged 100% of the common voting stock of its wholly owned subsidiary, Universal Guaranty Life Insurance Company ("UG"). .
During June of 2015, the Federal Home Loan Bank approved UG's Cash Management Advance Application ("CMA"). The CMA gives the Company the option of selecting a variable rate of interest for up to 90 days or a fixed rate for a maximum of 30 days. The variable rate CMA is prepayable at any time without a fee, while the fixed CMA is not prepayable prior to maturity.
The consolidated scheduled principal reductions on the notes payable for the next five years are as follows:
|
Year
|
Amount
|
|
|
2015
|
$
|
0
|
|
2016
|
0
|
|
|
2017
|
0
|
|
|
2018
|
2,400,000
|
|
|
2019
|
0
|
Note 6 – Shareholders' Equity
Stock Repurchase Programs
The Board of Directors of UTG has authorized the repurchase in the open market or in privately negotiated transactions of UTG's common stock. At a meeting of the Board of Directors on June 3, 2015, the Board of Directors of UTG authorized the repurchase of up to an additional $1,000,000 of UTG's common stock, for a total repurchase of $8,000,000. Repurchased shares are available for future issuance for general corporate purposes. This program can be suspended or terminated at any time without further notice. Open market purchases are made based on the last available market price and are generally limited to a maximum per share price of the most recent reported per share GAAP equity book value of the Company. During the six month period ended June 30, 2015, the Company repurchased 15,858 shares through the stock repurchase program for $222,266. Through June 30, 2015, UTG has spent $6,345,392 in the acquisition of 678,556 shares under this program.
On July 20, 2015, the Board of Directors of UTG also clarified and amended the terms on which UTG may repurchase shares in the program and gave Company management broad authority to operate the program, including the discretion of whether to purchase shares and the ability to suspend or terminate the program. The program may be suspended or terminated at any time without further notice.
Earnings Per Share Calculations
Earnings per share are based on the weighted average number of common shares outstanding during each period. For the three and six months ended June 30, 2015 and 2014, diluted earnings per share were the same as basic earnings per share since the Company had no dilutive instruments outstanding.
Note 7 – Commitments and Contingencies
The insurance industry has experienced a number of civil jury verdicts which have been returned against life and health insurers in the jurisdictions in which the Company does business involving the insurers' sales practices, alleged agent misconduct, failure to properly supervise agents, and other matters. Some of the lawsuits have resulted in the award of substantial judgments against the insurer, including material amounts of punitive damages. In some states, juries have substantial discretion in awarding punitive damages in these circumstances. In the normal course of business, the Company is involved from time to time in various legal actions and other state and federal proceedings. Management is of the opinion that the ultimate disposition of the matters will not have a materially adverse effect on the Company's results of operations or financial position.
Under the insurance guaranty fund laws in most states, insurance companies doing business in a participating state can be assessed up to prescribed limits for policyholder losses incurred by insolvent or failed insurance companies. Although the Company cannot predict the amount of any future assessments, most insurance guaranty fund laws currently provide that an assessment may be excused or deferred if it would threaten an insurer's financial strength. Mandatory assessments may be partially recovered through a reduction in future premium tax in some states. The Company does not believe such assessments will be materially different from amounts already provided for in the condensed consolidated financial statements, though the Company has no control over such assessments.
Within the Company's trading accounts, certain trading securities carried as liabilities represent securities sold short. A gain, limited to the price at which the security was sold short, or a loss, potentially unlimited in size, will be recognized upon the termination of the short sale.
The following table represents the total funding commitments and the unfunded commitment as of June 30, 2015 related to certain investments:
|
Total Funding
|
Unfunded
|
||||
|
Commitment
|
Commitment
|
||||
|
RLF III, LLC
|
$
|
4,000,000
|
$
|
398,120
|
|
|
Llano Music, LLC
|
4,000,000
|
1,904,000
|
|||
|
Marcellus HBPI, LLP
|
1,800,000
|
141,300
|
|||
|
Sovereign's Capital, LP Fund I
|
500,000
|
185,000
|
|||
|
MM-Appalachia IV, LP
|
3,300,000
|
825,000
|
|||
|
UGLIC, LLC
|
1,600,000
|
320,000
|
|||
|
Sovereign's Capital, LP Fund II
|
1,000,000
|
950,000
|
During 2006, the Company committed to invest in RLF III, LLC ("RLF"), which makes land-based investments in undervalued assets. RLF makes capital calls as funds are needed for continued land purchases.
During 2010, the Company made a commitment to invest in Llano Music, LLC ("Llano"), which invests in music royalties. Llano makes capital calls to its investors as funds are needed to acquire the royalty rights.
During 2012, the Company committed to invest in Marcellus HBPI, LLP, which purchases land for leasing opportunities to those looking to harvest natural resources. Marcellus HPBI, LLP makes capital calls to investors as funds are needed for continued land purchases.
During 2012, the Company committed to invest in Sovereign's Capital, LP Fund I ("Sovereign's"), which invests in companies in emerging markets. Sovereign's makes capital calls to investors as funds are needed.
During 2013, the Company committed to invest in MM-Appalachia IV, LP, which purchases land for leasing opportunities to those looking to harvest natural resources. MM-Appalachia IV, LP makes capital calls to investors as funds are needed for continued land purchases. During January of 2015, MM-Appalachia IV, LP called $371,250 of the unfunded commitment. Also, in January of 2015, the Company committed to invest an additional $825,000 in MM-Appalachia IV, LP.
During 2014, the Company committed to invest in UGLIC, LLC, which purchases real estate tax receivables. UGLIC, LLC makes capital calls as funds are needed for additional purchases.
During 2015, the Company committed to invest in Sovereign's Capital, LP Fund II ("Sovereign's"), which invests in companies in emerging markets. Sovereign's makes capital calls to investors as funds are needed.
Note 8 – Other Cash Flow Disclosures
On a cash basis, the Company paid the following expenses:
|
Three Months Ended
|
|||||
|
June 30,
|
|||||
|
2015
|
2014
|
||||
|
Interest
|
$
|
0
|
$
|
14,648
|
|
|
Federal income tax
|
0
|
0
|
|||
|
Six Months Ended
|
|||||
|
June 30,
|
|||||
|
2015
|
2014
|
||||
|
Interest
|
$
|
0
|
$
|
34,320
|
|
|
Federal income tax
|
3,000,000
|
0
|
|||
Note 9 – Concentrations of Credit Risk
The Company maintains cash balances in financial institutions that at times may exceed federally insured limits. The Company maintains its primary operating cash accounts with First Southern National Bank, an affiliate of the largest shareholder of UTG, Mr. Jesse Correll, the Company's CEO and Chairman. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following is Management's discussion and analysis of the financial condition and results of operations of UTG, Inc. and its subsidiaries (collectively with the Parent, the "Company"). The following discussion of the financial condition and results of operations of the Company should be read in conjunction with, and is qualified in its entirety by reference to, the Consolidated Financial Statements of the Company and the related Notes thereto appearing in the Company's annual report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission, and our unaudited Condensed Consolidated Financial Statements and related Notes thereto appearing elsewhere in this quarterly report.
Cautionary Statement Regarding Forward-Looking Statements
This report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based our forward-looking statements on our current expectations and projections about future events. Our forward-looking statements include information about possible or assumed future results of operations. All statements, other than statements of historical facts, included or incorporated by reference in this report that address activities, events or developments that we expect or anticipate may occur in the future, including such things as the growth of our business and operations, our business strategy, competitive strengths, goals, plans, future capital expenditures and references to future successes may be considered forward-looking statements. Also, when we use words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "probably," or similar expressions, we are making forward-looking statements.
Numerous risks and uncertainties may impact the matters addressed by our forward-looking statements, any of which could negatively and materially affect our future financial results and performance.
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and, therefore, the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements that are included in this report, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. In light of these risks, uncertainties and assumptions, any forward-looking event discussed in this report may not occur. Our forward-looking statements speak only as of the date made, and we undertake no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments, unless the securities laws require us to do so.
Overview
UTG, Inc., a Delaware corporation, is a life insurance holding company. The Company's dominant business is individual life insurance, which includes the servicing of existing insurance policies in force, the acquisition of other companies in the life insurance business and the administration and processing of life insurance business for other entities. The Company's focus for the future includes growing the administrative portion of the business.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ significantly from those estimates. The Company has identified certain estimates that involve a higher degree of judgment and are subject to a significant degree of variability. The Company's critical accounting policies and the related estimates considered most significant by Management are disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. Management has identified the accounting policies related to cost of insurance acquired, assumptions and judgments utilized in determining if declines in fair values of investments are other-than-temporary, and valuation methods for investments that are not actively traded as those, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company's Condensed Consolidated Financial Statements and this Management's Discussion and Analysis.
During the six months ended June 30, 2015, there were no additions to or changes in the critical accounting policies disclosed in the 2014 Form 10-K, except for recently adopted accounting standards discussed in Note 2 of the Notes to the Condensed Consolidated Financial Statements.
Results of Operations
On a consolidated basis, the Company reported net income attributable to common shareholders' of $1,716,000 for the six month period ended June 30, 2015 and a net loss attributable to common shareholders' of $(788,000) for the three month period ended June 30, 2015. For the six month period ended June 30, 2014, the Company reported a net loss attributable to common shareholders' of $(1,513,000) and for the three month period ended June 30, 2014, the Company reported net income attributable to common shareholders' of $15,000.
Revenues
The Company's total revenues increased by 13% when comparing the six month periods ended June 30, 2015 and 2014. The main driver of the increased revenues for the six month period ended June 30, 2015, compared to the same period in 2014, was realized investment gains. The Company's revenue decreased 34% when comparing the three month periods ended June 30, 2015 and 2014 and was mainly attributable to a decrease in net investment income. See below for further analysis of the fluctuations in realized investment gains and net investment income.
Premium and policy fee revenues, net of reinsurance, decreased 5% when comparing the first six months of 2015 to the same period in 2014. Premium and policy fee revenues, net of reinsurance, decreased 18% when comparing the second quarter of 2015 to the same quarter in 2014. The Company writes minimal new business. Premium and policy fee revenues, net of reinsurance, represented 25% and 28% of the Company's revenues as of June 30, 2015 and 2014, respectively. Unless the Company acquires a new insurance company or a block of in-force business, Management expects premium revenue to continue to decline on the existing blocks of business at a rate consistent with prior experience.
The following table reflects net investment income of the Company for the three and six month periods ended June 30, 2015:
|
Three Months Ended
|
Six Months Ended
|
|||||||
|
June 30,
|
June 30,
|
|||||||
|
2015
|
2014
|
2015
|
2014
|
|||||
|
Fixed maturities available for sale
|
$
|
2,086,089
|
$
|
1,894,777
|
$
|
4,192,853
|
$
|
4,008,251
|
|
Equity securities
|
603,611
|
903,985
|
1,308,784
|
1,601,523
|
||||
|
Trading securities
|
20,678
|
(94,664)
|
(503,295)
|
187,160
|
||||
|
Mortgage loans
|
269,194
|
(496,064)
|
416,318
|
469,384
|
||||
|
Discounted mortgage loans
|
116,608
|
1,440,740
|
3,487,647
|
1,666,515
|
||||
|
Real estate
|
136,630
|
3,189,810
|
587,483
|
4,256,230
|
||||
|
Policy loans
|
112,505
|
124,434
|
316,502
|
363,957
|
||||
|
Short-term
|
56,370
|
6,323
|
167,406
|
6,323
|
||||
|
Cash and cash equivalents
|
404
|
(556)
|
566
|
307
|
||||
|
Total consolidated investment income
|
3,402,089
|
6,968,785
|
9,974,264
|
12,559,650
|
||||
|
Investment expenses
|
(1,346,189)
|
(2,940,481)
|
(1,963,862)
|
(3,998,227)
|
||||
|
Consolidated net investment income
|
$
|
2,055,900
|
$
|
4,028,304
|
$
|
8,010,402
|
$
|
8,561,423
|
Net investment income represented 47% and 53% of the Company's total revenues as of June 30, 2015 and 2014, respectively. The Company reported net investment income of $8,010,000 for the six month period ended June 30, 2015, a decrease of 6% compared to the same period in 2014. For the three month period ended June 30, 2015, net investment income decreased 49% or $1,972,000, compared to the same quarter in 2014.
The fluctuation in net investment income for the three and six month periods ended June 30, 2015, compared to the same periods in 2014, is mainly attributable to variances in the earnings reported in the discounted mortgage loan and real estate investment portfolios. Investment income from the fixed maturities investment portfolio remains fairly consistent from quarter to quarter and continues to represent 30-40% of the gross investment income reported by the Company.
For the six month period ended June 30, 2015, income from the discounted mortgage loan portfolio increased by $1,821,000 compared to the same period in 2014. The increase was primarily recognized in the first quarter of 2015, as the income during the second quarter of 2015 was $1,324,000 less than the same period in the prior year. Income from the discounted mortgage loan portfolio, as well as the timing of the income recognition, is expected to vary from quarter to quarter, depending on when the discounted loans are repaid. During the first quarter of 2015, the Company had two discounted mortgage loans that were repaid. The discounted mortgage loan investment balance decreased 39% from December 31, 2014 to June 30, 2015 and is expected to continue trending downward as the Company does not anticipate acquiring any additional discounted loan portfolios in the near term.
In general, the discounted loans are non-performing and there is a significant amount of uncertainty surrounding the timing and amount of cash flows to be received by the Company. Accordingly, the Company records its investment in the discounted loans at its original purchase price adjusted for any principal receipts received. Management works with the borrower to reach a settlement on the loan or they foreclose on the underlying collateral which is primarily commercial real estate. For loan settlements reached, the Company records the amount in excess of the carrying amount of the loan as a discount accretion to investment income at the closing date.
When comparing the three and six month periods ended June 30, 2015 and 2014, investment income from the real estate investment portfolio is down 86% and 96%, respectively. During the third quarter of 2014, one of the Company's consolidated subsidiaries sold all of the real estate it owned. Historically, this real estate generated annual net rental income of approximately $2,000,000. As a result of the 2014 sale, the Company no longer recognizes rental income from this real estate.
The Company reported net realized investment gains of $4,426,000 and $1,971,000 for the six month periods ended June 30, 2015 and 2014, respectively. Net realized investment gains reported during the second quarter of 2015 and 2014 were comparable. The 2015 net realized investment gains are mainly the result of the Company selling a parcel of real estate during the first quarter of 2015. Realized investment gains are the result of one-time events and are expected to vary from quarter to quarter.
The Company's other income decreased $705,000 when comparing the six month period ended June 30, 2015 to the same period in 2014 and by $352,000 when comparing the three month period ended June 30, 2015 to the same period in 2014. One of the main components of other income is revenue earned from providing third party administrative ("TPA") services. During the fourth quarter of 2014, Management did not renew its largest third party administration contract as a result of thin profit margins associated with this contract coupled with its labor intensity. The non-renewal of this contract did not have a material financial impact as the Company has recognized operating expense reductions similar to the lost revenues.
In summary, the Company's basis for future revenue growth is expected to come from the following primary sources: conservation of business currently in-force, the maximization of investment earnings and the acquisition of other companies or policy blocks in the life insurance business. Management has placed a significant emphasis on the development of these revenue sources to enhance these opportunities.
Expenses
The Company reported total benefits and other expenses of $14,311,000 for the six month period ended June 30, 2015, a decrease of 19% from the same period in 2014. For the three month period ended June 30, 2015, total benefits and other expenses decreased 17%, compared to the same quarter in 2014. Benefits, claims and settlement expenses represented approximately 67% of the Company's total expenses for the six month period ended June 30, 2015 and 68% for the three month period ended June 30, 2015. The other major expense category of the Company is operating expenses, which represented approximately 30% and 29% of the Company's total expenses for the three and six month periods ended June 30, 2015, respectively.
Life benefits, claims and settlement expenses, net of reinsurance benefits and claims, decreased approximately 18% in the six month period ended June 30, 2015, compared to the same period in 2014. For the three month period ended June 30, 2015, life benefits, claims and settlement expenses, net of reinsurance benefits and claims, decreased 13%, compared to the same quarter in 2014. Policy claims vary from period to period and therefore, fluctuations in mortality are to be expected and are not considered unusual by Management.
In early 2013, the Company began a proactive analysis of its in-force business to try to reconnect with lost customers and verify its customers were not deceased. In some instances, the Company found that the customer was indeed deceased, but no notification or claim was presented to the Company. During 2014, the Company paid approximately $1,200,000 in death claim benefits as a result of this action. This project was completed during the second quarter of 2014. When comparing first quarter 2015 and 2014 benefit expenses, 2014 expenses were higher as a result of this project.
Net amortization of cost of insurance acquired decreased 8% during the six month period ended June 30, 2015 compared to the same period in 2014. Cost of insurance acquired is established when an insurance company is acquired or when the Company acquires a block of in-force business. The Company assigns a portion of its cost to the right to receive future profits from insurance contracts existing at the date of the acquisition. Cost of insurance acquired is amortized with interest in relation to expected future profits, including direct charge-offs for any excess of the unamortized asset over the projected future profits. The interest rates may vary due to risk analysis performed at the time of acquisition on the business acquired. The Company utilizes a 12% discount rate on the remaining unamortized business. The amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised. Amortization of cost of insurance acquired is particularly sensitive to changes in interest rate spreads and persistency of certain blocks of insurance in-force. This expense is expected to decrease, unless the Company acquires a new block of business.
Operating expenses decreased 19% in the six month period ended June 30, 2015 in comparison to the same period in 2014. Second quarter 2015 operating expenses were down 21% compared to operating expenses reported in the second quarter of 2014. In comparison to the prior year, operating expenses were down in all major categories, except charitable contributions.
As previously discussed in the Revenues section of the MD&A, the Company terminated one of its TPA contracts, and as a result of this termination, the Company expected to recognize certain cost saving measures. These cost savings are reflected in the decline in operating expenses in 2015, compared to 2014. The Company monitors operating expenses closely and continues to look for ways to gain efficiencies and thereby reducing operating expenses.
UTG has a strong philanthropic program. The Company generally allocates a portion of its GAAP net income to be used for its philanthropic efforts primarily targeted to Christ-centered organizations or organizations that help the weak or poor. Charitable contributions made by the Company are expected to vary from year to year depending on the earnings of the Company.
Financial Condition
Investment Information
Investments represent approximately 81% and 83% of total assets at June 30, 2015 and December 31, 2014, respectively. Accordingly, investments are the largest asset group of the Company. The Company's insurance subsidiary is regulated by insurance statutes and regulations as to the type of investments that it is permitted to make and the amount of funds that may be used for any one type of investment. In light of these statutes and regulations, the majority of the Company's investment portfolio is invested in a diverse set of securities.
As of June 30, 2015, the carrying value of fixed maturity securities in default as to principal or interest was immaterial in the context of consolidated assets, shareholders' equity or results from operations. To provide additional flexibility and liquidity, the Company has identified all fixed maturity securities as "investments available for sale". Investments available for sale are carried at market, with changes in market value charged directly to shareholders' equity. Changes in the market value of available for sale securities resulted in net unrealized losses of $(290,000) for the six month period ended June 30, 2015 and $(2,702,000) for the second quarter of 2015. Changes in the market value of available for sale securities resulted in net unrealized gains of $6,046,000 and $2,590,000 for the three and six month periods ended June 30, 2014, respectively.
The Company's June 30, 2015 discounted mortgage loan asset balance decreased by 39% in comparison to the December 31, 2014 balance. The decrease in the discounted mortgage loan balance is mainly attributable to two mortgage loans being fully repaid during the first quarter of 2015. The Company expects this investment balance to continue trending downward as the Company does not anticipate acquiring any additional discounted loan portfolios in the near term.
During the second quarter of 2015, the trading securities asset balance decreased while the equity securities balance increased. As disclosed in Note 3 of the Condensed Consolidated Financial Statements, as of June 30, 2015, the Company reclassified its remaining exchange-traded equity trading security to the available for sale category. The fair value of the security at the time of the reclassification was $3,224,000. Trading securities are purchased and held primarily for purposes of selling them in the near term and reflect active and frequent buying and selling. Management analyzed the recent buying and selling activity related to the exchange-traded equity and deems the available for sale category to better reflect management's intent for this security going forward. Through June 30, 2015, unrealized gains and losses from this exchange-traded equity were recorded as a component of earnings. Future unrealized gains/losses will be reported as a component of comprehensive income.
Capital Resources
Total shareholders' equity increased by approximately 1% as of June 30, 2015 compared to December 31, 2014. The minor increase in total shareholders' equity was the result of a small increase in retained earnings, which was offset by a slight decrease in accumulated other comprehensive.
At June 30, 2015 and December 31, 2014, the Company had $2,400,000 and $4,400,000 of debt outstanding, respectively. The outstanding debt belongs to UTG Avalon, LLC, a wholly owned subsidiary of UG. During the second and third quarters of 2015, UTG Avalon repaid $2,000,000 and $1,500,000, respectively, of the outstanding principal balance on the promissory note. The principal payments were paid by UTG and as a result of the payment; an intercompany promissory note receivable/payable was established.
The Company's investments are predominately in fixed maturity investments such as bonds, which provide sufficient return to cover future obligations. The Company carries all of its fixed maturity holdings as available for sale, which are reported in the Condensed Consolidated Financial Statements at their market value.
Liquidity
The Company has three principal needs for cash - the insurance company's contractual obligations to policyholders, the payment of operating expenses and debt service. Cash and cash equivalents represented 5% and 3% of total assets as of June 30, 2015 and December 31, 2014, respectively. Fixed maturities as a percentage of total assets were approximately 48% and 49% as of June 30, 2015 and December 31, 2014, respectively.
The Company currently has access to funds for operating liquidity. UTG has an $8,000,000 revolving credit note with Illinois National Bank. At June 30, 2015, the Company had no outstanding borrowings against the UTG line of credit.
Future policy benefits are primarily long-term in nature and therefore, the Company's investments are predominantly in long-term fixed maturity investments such as bonds and mortgage loans which provide sufficient return to cover these obligations.
Many of the Company's products contain surrender charges and other features which reward persistency and penalize the early withdrawal of funds. With respect to such products, surrender charges are generally sufficient to cover the Company's unamortized deferred policy acquisition costs with respect to the policy being surrendered.
Net cash used in operating activities was $7,457,000 and $4,518,000 for the six month periods ended June 30, 2015 and 2014, respectively. During the fourth quarter of 2014, the Company recognized a significant profit and established an income tax liability related to this profit. The income taxes were paid during the first quarter of 2015. Also, there was an increase in other assets during the first quarter of 2015.
Net cash provided by investing activities was $16,986,000 and $7,190,000 for the six month period ended June 30, 2015 and 2014, respectively. First quarter 2015 results were more favorable as a result of the settlement of the two discounted mortgage loans and the gain on the sale of the real estate parcel. The cash provided by investing activities is expected to vary from quarter to quarter depending on market conditions and Management's ability to find and negotiate favorable investment contracts.
Net cash used in financing activities was $2,862,000 and $4,605,000 for the six month period ended June 30, 2015 and 2014, respectively. During the first quarter of 2014, the Company used cash of approximately $3,000,000 in the settlement of the sale of a small block of life insurance business. The sale of this block of business was approved by the Ohio Department of Insurance during the first quarter of 2014.
UTG is a holding Company that has no day-to-day operations of its own. Funds required to meet its expenses, generally costs associated with maintaining the Company in good standing with states in which it does business and the servicing of its debt, are primarily provided by its subsidiaries. On a parent only basis, UTG's cash flow is dependent on Management fees received from its insurance subsidiary, stockholder dividends from its subsidiary and earnings received on cash balances. At June 30, 2015, substantially all of the consolidated shareholders' equity represented net assets of its subsidiary. The Company's insurance subsidiary has maintained adequate statutory capital and surplus. The payment of cash dividends to shareholders by UTG is not legally restricted. However, the state insurance department regulates insurance Company dividend payments where the Company is domiciled. No dividends were paid to shareholders in 2014 or the six month period ended June 30, 2015.
UG is an Ohio domiciled insurance company, which requires notification within five business days to the insurance commissioner following the declaration of any ordinary dividend and at least ten calendar days prior to payment of such dividend. Ordinary dividends are defined as the greater of: a) prior year statutory net income or b) 10% of statutory capital and surplus. For the year ended December 31, 2014, UG had statutory net income of $12,200,000. At December 31, 2014 UG's statutory capital and surplus amounted to $41,147,000. Extraordinary dividends (amounts in excess of ordinary dividend limitations) require prior approval of the insurance commissioner and are not restricted to a specific calculation. During 2014, UG paid UTG ordinary dividends of $4,800,000. UTG used the dividends received during 2014 to pay on its outstanding line of credit balance. During the second quarter of 2015, UG paid UTG a dividend of $2,000,000. During the third quarter of 2015, UG paid UTG a second dividend in the amount of $2,000,000. UTG used the dividends received during 2015 for general operations of the Company.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In addition, the disclosure controls and procedures ensure that information required to be disclosed is accumulated and communicated to management, including the principal executive officer and principal financial officer, allowing timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 1A. RISK FACTORS
NONE
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. MINE SAFETY DISCLOSURES
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS
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*31.1
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Certification of Jesse T. Correll, Chief Executive Officer and Chairman of the Board of UTG, as
required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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*31.2
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Certification of Theodore C. Miller, Chief Financial Officer, Senior Vice President and Corporate Secretary of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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*32.1
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Certificate of Jesse T. Correll, Chief Executive Officer and Chairman of the Board of UTG, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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*32.2
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Certificate of Theodore C. Miller, Chief Financial Officer, Senior Vice President and Corporate Secretary of UTG, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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**101
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Interactive Data File
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*Filed herewith
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.
UTG, INC.
(Registrant)
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Date:
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August 12, 2015
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By
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/s/ James P. Rousey
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James P. Rousey
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President and Director
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Date:
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August 12, 2015
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By
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/s/ Theodore C. Miller
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Theodore C. Miller
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Senior Vice President
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and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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*31.1
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Certification of Jesse T. Correll, Chief Executive Officer and Chairman of the Board of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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*31.2
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Certification of Theodore C. Miller, Chief Financial Officer, Senior Vice President and Corporate Secretary of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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*32.1
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Certificate of Jesse T. Correll, Chief Executive Officer and Chairman of the Board of UTG, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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*32.2
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Certificate of Theodore C. Miller, Chief Financial Officer, Senior Vice President and Corporate Secretary of UTG, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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**101
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Interactive Data File
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* Filed herewith