UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended
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(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
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Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class
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well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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(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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller Reporting Company | ||
| Emerging growth company |
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is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐
No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
In the absence of an established trading market for the common stock, the registrant is unable to calculate the aggregate market value of the voting stock held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter.
Indicate the number of shares outstanding of each
of the registrant’s classes of common stock, as of the latest practicable date. Common stock $.01 par value as of March 14, 2025:
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement to be used in connection with its 2025 Annual Meeting of Shareholders, which is expected to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this Form 10-K, are incorporated by reference into Part III of this report.
Texas Republic Capital Corporation
TABLE OF CONTENTS
Exhibit 21.1
Exhibit 24.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit No. 101.INS
Exhibit No. 101.SCH
Exhibit No. 101.CAL
Exhibit No. 101.DEF
Exhibit No. 101.LAB
Exhibit No. 101.PRE
Exhibit No. 104.FIL
PART I
Item 1. Business
Business Development
Texas Republic Capital Corporation (the “Company”) is the parent holding company of Texas Republic Life Insurance Company (“TRLIC”), Texas Republic Life Solutions, Inc. (“TRLS”), and Axis Insurance Solutions, LLC (“AIS”). The Company was incorporated in Texas on May 15, 2012, for the primary purpose of forming and capitalizing a life insurance company subsidiary.
The Texas Department of Insurance approved TRLIC’s life insurance charter on August 1, 2016. The Company capitalized TRLIC with $3,000,000 and owns 100% of TRLIC. TRLIC began insurance operations on April 3, 2017 and is currently selling life and annuity products in the state of Texas. In 2018 the Company made additional capital contributions totaling $2,750,000 for the entire year. In 2019 the Company made two more capital contributions to TRLIC. The first contribution consisted of mortgage loans valued at $857,133 and the second one was a $1,300,000 cash contribution. In 2021 and 2022, the Company made additional total capital contributions of $2,100,000 and $2,100,000, respectively. In 2023, the Company made $1,750,000 in total capital contributions. Total capitalization of TRLIC was $13,857,133 at December 31, 2024.
TRLS, a life and health insurance agency, was incorporated February 1, 2017. The Company capitalized TRLS with $50,000 and owns 100% of TRLS. In 2018 and 2020 the Company made additional capital contributions of $100,000 and $200,000, respectively. In 2021 and 2022, the Company made additional total capital contributions of $50,000 and $150,000, respectively. Total capitalization of TRLS was $550,000 at December 31, 2024.
AIS, a property & casualty insurance agency, was formed on April 6, 2021. The Company capitalized AIS with $25,000 and owns 100% of AIS.
Company Capitalization
From incorporation through April 2, 2017 the Company was involved in the sale of common stock to provide working capital. During this time, the Company completed an organizational offering, three private placement stock offerings and an intrastate public stock offering in the state of Texas. The Company raised $10,336,500 and incurred $1,215,569 of offering costs through the issuance of 12,865,000 shares from the organizational offering and three private placement offerings. The intrastate public stock offering was registered to raise $25,000,000 by offering 5,000,000 shares of its common stock and ended on April 2, 2017. Through this offering the Company raised an additional $10,010,485 and incurred another $1,444,127 of offering costs through the sale of 2,002,097 shares of common stock. On May 31, 2022, the Company began a rights offering to existing shareholders only. The rights offering ended on September 30, 2022. Through this rights offering, the Company raised $4,400,652 and incurred $77,615 of offering costs through the sale of 733,442 shares of its common stock.
On January 1, 2023, the Company began a six-million-dollar private placement offering with a possible 10% oversubscription. This offering was extended for an additional year and will end on January 1, 2026, unless all of the shares are sold before then or the offering is terminated earlier. These shares will be sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the “1933 Act”) contained in Securities and Exchange Commission (“SEC”) Regulation D, Rule 506. No underwriter will be involved in connection with the issuance of these shares, and we will not pay finder’s fees in this private placement. The Company has raised $3,985,440 and incurred $31,754 of offering costs from the subscription of 531,392 shares through December 31, 2024 from this offering.
Financial Information about Segments
The Financial Accounting Standards Board (“FASB”) guidance requires a “management approach” in the presentation of business segments based on how management internally evaluates the operating performance of business units. The Company has evaluated our operations and has determined there is not definitive segregation between corporate and insurance operations or between life and annuity operations. Therefore, the Company reports only consolidated operations.
Life Insurance and Annuity Operations
The Company began selling its life insurance and annuity products on April 3, 2017. TRLIC is currently selling two life and four annuity products. The first life product is a modified whole life product with an annuity rider. It is a ten or twenty-year paid-up policy, based on policyholder age, with 50% of the premium deposited into the annuity rider account in years 2-10/20. The second life product is a modified whole life product (“TrueFlex”) developed to be marketed through the workplace as a voluntary benefit by payroll deduction. It is a permanent life product and is portable should the employee leave the employer for any reason. The annuity products are 5-year and 10-year fixed annuities. Based on the product selected there is a 5% or 10% premium bonus immediately credited to the account balance which is vested over five or ten years unless surrendered prior to the end of the vesting period for three of the annuity products. The other annuity product does not have a premium bonus feature.
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TRLIC entered into an administrative services agreement with Landmark Life Insurance Company on July 24, 2019 and it was subsequently assigned to Landmark Admin, LLC (“LA”). The services provided under this agreement include agent support, policy issue, accounting, claims processing and other services incidental to the operations of TRLIC. The agreement was renewed effective December 1, 2023 and is effective for a period of five years and includes a provision that the agreement may be terminated at any time by either party with a 120-day prior notice.
Competition
TRLIC operates in a mature and highly competitive industry with hundreds of other life and health insurance company groups in the United States as well as other financial intermediaries such as banks and securities firms who market insurance products. Competition is intense because the life insurance industry is consolidating, with larger, more efficient and more effective organizations emerging from consolidation. In addition, there have been new entrants to the industry over the last few years planning to disrupt with technology.
Many of these companies have significantly more capital and other resources, superior brand recognition, and maintain higher ratings. Competitive factors are primarily the breadth and quality of products offered, established positions in niche markets, pricing, relationships with distribution channels, commission structures, the perceived stability of the insurer, quality of underwriting and customer experience, scale, and cost efficiencies. Operating results of life insurers are subject to fluctuations, not only from the competitive environment, but also due to economic conditions, interest rate levels, actual policy experience and the performance of investments.
Management believes that we can be competitive by servicing niche markets that are underserved by larger insurers. The Company believes in democratizing insurance and making it available to everyone. By developing specialized products through product innovation and reducing traditional expense overhead, the Company will reach underinsured segments providing cost effective solutions that fit our clients’ needs. Not to mention, the Company is unique in its structure with three different revenue generating subsidiaries. We can make a sale even if our life insurance carrier does not offer the product of an interested customer through our life and health agency. Additionally, we can cross sell all of our policyholders property and casualty insurance through AIS. The Company has also invested in technology to meet the changing demands of the new generations and how they shop for and buy insurance. Plus, the Company’s size and age allows us to react quickly to changing market conditions and be agile enough to correct course without too much cost and the hindering of outdated, legacy systems.
Reinsurance
TRLIC utilizes reinsurance to cede excess risk allowing management to control exposure to potential losses arising from large risks and providing additional capacity for growth and risk diversification. TRLIC reinsures all amounts of risk on any one life in excess of $50,000 for individual life insurance to our reinsurance partners. The Company works with multiple partners to ensure the best terms and additional diversification.
Governmental Regulation
TRLIC is subject to regulation and supervision by the Texas Department of Insurance (“TDI”). The insurance laws of Texas give the TDI broad regulatory authority, including powers to: (i) grant and revoke licenses to transact business; (ii) regulate and supervise trade practices and market conduct; (iii) establish guaranty associations; (iv) license agents; (v) approve policy forms; (vi) approve premium rates for some lines of business; (vii) establish reserve requirements; (viii) prescribe the form and content of required financial statements and reports; (ix) determine the reasonableness and adequacy of statutory capital and surplus and (x) regulate the type and amount of permitted investments.
TRLIC can be required, under the solvency or guaranty laws of Texas in which it does business, to pay assessments (up to prescribed limits) to fund policyholder losses or liabilities of other insurance companies that become insolvent. These assessments may be deferred or foregone under most guaranty laws if they would threaten an insurer’s financial strength and, in certain instances, may be offset against future premium taxes.
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TRLIC dividends available for distribution are based on provisions of the Texas Insurance Code. Without prior approval from the Commissioner of Insurance of Texas dividends to shareholders are limited to the greater of (a) 10% of TRLIC’s surplus as regards to policyholders as of December 31, next preceding, or (b) the net gain from operations of the insurer company for the twelve-month period ending December 31, next preceding year.
There are certain factors specific to the life insurance business which may have an adverse effect on the statutory operating results of TRLIC. One such factor is that the costs associated with issuing a new policy in force are usually greater than the first year’s policy premium. Accordingly, in the early years of a new life insurance company, these initial costs and the required provisions for reserves often have an adverse effect on statutory operating results.
Employees
Our workforce is our most important asset and a key competitive advantage. As of February 28, 2025, the Company had eleven full-time employees and one part-time employee.
Item 2. Properties
The Company rents office space for its administrative operations under an agreement that expires in 2027. In determining the present value of lease payments, the Company uses its incremental borrowing rate obtained from its main commercial bank.
Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2024 are as follows:
| 2025 | $ | 101,773 | ||
| 2026 | 104,831 | |||
| 2027 | 98,723 | |||
| Total operating lease payments, undiscounted | $ | 305,327 | ||
| Less: interest | (50,746 | ) | ||
| Lease liability, at present value | $ | 254,581 |
Item 3. Legal Proceedings
Various legal proceedings to which the Company or a subsidiary of the Company is party arise from time to time in the normal course of business. As of the date hereof, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of its or its subsidiaries' assets or properties are subject.
Item 4. Mine Safety Disclosures
Not applicable
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
| (a) | Market Information |
Trading of the Company’s common stock is limited, and an established public market does not exist.
| (b) | Holders |
As of March 14, 2025, there were approximately 1,686 shareholders of the Company’s outstanding common stock.
| (c) | Dividends |
The Company has not paid any cash dividends since inception (May 15, 2012). The Board of Directors of the Company has not adopted a dividend payment policy; however, dividends must necessarily depend upon the Company’s earnings and financial condition, applicable legal restrictions from the Texas Business Organization Code and other factors relevant at the time the Board of Directors considers a dividend policy. Cash available for dividends to shareholders of the Company must initially come from income and capital gains earned on its investment portfolio and dividends paid by the Company’s subsidiaries.
TRLIC dividends available for distribution are based on provisions of the Texas Insurance Code. Without prior approval from the Commissioner of Insurance of Texas dividends to shareholders are limited to the greater of (a) 10% of TRLIC’s surplus as regards to policyholders as of December 31, next preceding, or (b) the net gain from operations of the insurer company for the twelve-month period ending December 31, next preceding year.
| (d) | Securities Authorized for Issuance Under Equity Incentive Plans |
The Company’s life subsidiary, TRLIC had an Agent Stock Incentive Plan (“ASIP”). The plan was approved in August 2018 by the Texas State Securities Board. The plan was suspended by the Company in April 2022. The plan awarded shares of Texas Republic Capital Corporation common stock to agents based on certain production levels achieved in sales of life and annuity products. Calculation of awards at year end are based on production for the period of January through December. The Company granted 7,000 total shares in 2023 as part of employment agreements and/or bonuses to employees. In addition, the Company issued stock options to one of its employees at the beginning of 2023. The Company granted a share option of up to 5,000 shares of common stock to this individual. This option award will vest over a 5-year period of continuous service at a rate of 20% per year, and the exercise price is equal to zero.
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| (e) | Performance Graph - Not Required |
| (f) | Related Stockholder Matters |
| (i) | Sale of unregistered equity securities |
The Company sold 4,375,000 common shares at $.02 per share to its organizing shareholders in May of 2012 for total proceeds of $87,500. Subsequently, the Company completed three private placement stock offerings which raised $10,249,000 through the issuance of 8,490,000 shares from the private placement offerings in 2012 and 2013, including a private placement of 2,000,000 shares for $5,000,000 between February and November 2013. The Company incurred $1,215,569 in offering costs to issue these shares. These shares were sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the “1933 Act”) contained in Securities and Exchange Commission (“SEC”) Regulation D, Rule 506. No underwriter was involved in connection with the issuance of these shares, and we paid no finder’s fees in the private placements.
On April 2, 2014, the Company commenced an offering of 5,000,000 shares of common stock at $5.00 per share ($25,000,000 maximum) with a 10% over sale provision, in an intrastate public offering registered with the Texas State Securities Board. This offering ended on April 2, 2017 and was sold only to Texas residents pursuant to an exemption from the 1933 Act contained in Section 3(a)(11) of the 1933 Act and Rule 147 promulgated by the SEC. It was sold by issuer agents registered with the Texas State Securities Board. The Company raised $10,010,485 and incurred offering costs of $1,444,127 from the sale of 2,002,097 shares in this offering. On May 31, 2022, the Company began a rights offering to existing shareholders only. The rights offering ended on September 30, 2022. Through this rights offering, the Company raised $4,400,652 and incurred $77,615 of offering costs through the sale of 733,442 shares of its common stock. These shares were sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the “1933 Act”) contained in Securities and Exchange Commission (“SEC”) Regulation D, Rule 506. No underwriter was involved in connection with the issuance of these shares, and we paid no finder’s fees in the private placements. On January 1, 2023, the Company began a six-million-dollar private placement offering with a possible 10% oversubscription. This offering was extended for an additional year and will end on January 1, 2026, unless all of the shares are sold before then or the offering is terminated earlier. These shares will be sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the “1933 Act”) contained in Securities and Exchange Commission (“SEC”) Regulation D, Rule 506. No underwriter will be involved in connection with the issuance of these shares, and we will not pay finder’s fees in this private placement. The Company has raised $3,985,440 and incurred $31,754 of offering costs from the subscription of 531,392 shares through December 31, 2024 from this offering.
Proceeds have been used for working capital and the capitalization of a life insurance company and other insurance agencies.
| (g) | Purchases of Equity Securities by Issuer |
Since inception through December 31, 2018, the Company purchased 3,000 shares of the Company’s common stock for $15,000 held as treasury stock. Additionally, TRLIC has purchased another 111,000 shares of TRCC common stock at a cost of $118,210 since 2018. The shares were purchased to compensate agents under TRLIC’s ASIP. The Company has issued 16,080 treasury shares under the ASIP since inception of the plan and another 51,000 treasury shares as part of employment agreements and/or bonuses to employees. The remaining shares are held as treasury shares in the consolidated financial statements.
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Texas Republic Capital Corporation (“we”, “us”, “our”, “TRCC” or the “Company”) was incorporated in May 2012 as a financial services holding company. We own and operate insurance subsidiaries: a life insurance company, a life insurance agency, and a property & casualty insurance agency. We sell and issue life insurance products and annuity contracts as part of the insurance company. As an insurance provider, we collect premiums and annuity considerations in the current period to pay future benefits to our policy and contract holders. Currently, we only issue our products in the state of Texas. As a life insurance agency and a property & casualty insurance agency, we sell and place insurance products for other insurance carriers. If our life insurance company does not offer products that suit our client’s needs, then we can meet their needs through other carrier products sold by our life agency. In addition, we have ability to cross-sell all current and prospective client’s property and casualty insurance through the other agency, or the possibility of driving growth for the Company in other markets where participants are not seeking life insurance. The agencies collect commissions on the sale of those products.
We also realize revenues from our investment portfolio, which is a key component of our operations. The revenues and funds we collect as premiums and annuity considerations from policyholders are invested to ensure future benefit payments under the policy contracts. Life insurance companies earn profits on the investment spread, which reflects the investment income earned on the premiums and annuity considerations paid to the insurer between the time of receipt and the time benefits are paid out under our policies and contracts. Changes in interest rates, changes in economic conditions and volatility in the capital markets can all impact the amount of earnings that we realize from our investment portfolio.
The Company continues to incur overall losses since inception. These losses were fully expected, planned for, and fell within an expected range when considering the necessary start-up, infrastructure, distribution, and policy issuance costs of a new life insurance company. These losses have resulted from the costs incurred while raising capital and starting a new company, which involves investing in people, technology, infrastructure, marketing, brand awareness, distribution channels, regulatory and filing fees, legal costs, and other overhead expenses related to our operations. We expect to continue to incur operating losses until we achieve a volume of in-force life insurance policies that provide premiums and the associated investment income which are sufficient to cover our operating costs.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. On a continuing basis, we evaluate our estimates and assumptions.
We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following accounting policies, judgments and estimates are the most critical to the preparation of our consolidated financial statements.
Investments
Fixed maturity securities are comprised of bonds that are classified as available-for-sale and are carried at fair value with unrealized gains and losses, net of applicable income taxes, reported in accumulated other comprehensive income (loss). The amortized cost of fixed maturity securities available-for-sale is generally adjusted for amortization of premium and accretion of discount.
Interest income, as well as the related amortization of premium and accretion of discount, is included in net investment income under the effective yield method.
The Company monitors all fixed maturity securities on an on-going basis relative to changes in credit ratings, market prices, earnings trends and financial performance, in addition to specific region or industry reviews. The Company evaluates whether a credit impairment exists for fixed maturity securities by considering primarily the following factors: (a) changes in the financial condition of the security's underlying collateral; (b) whether the issuer is current on contractually obligated interest and principal payments; (c) changes in the financial condition, credit rating and near-term prospects of the issuer; and (d) the payment structure of the security. The Company's best estimate of expected future cash flows used to determine the credit loss amount is a quantitative and qualitative process. Quantitative review includes information received from third-party sources such as financial statements, pricing and rating changes, liquidity and other statistical information. Qualitative factors include judgments related to business strategies, economic impacts on the issuer, overall judgment related to estimates and industry factors as well as the Company's intent to sell the security, or if it is more likely than not that the Company would be required to sell a security before recovery of its amortized cost.
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The Company's best estimate of future cash flows involves assumptions including, but not limited to, various performance indicators, such as historical and projected default and recovery rates, credit ratings, and current delinquency rates. These assumptions require the use of significant management judgment and include the probability of issuer default and estimates regarding timing and amount of expected recoveries, which may include estimating the underlying collateral value. In addition, projections of expected future fixed maturity security cash flows may change based upon new information regarding the performance of the issuer. Any credit losses are presented as an allowance rather than as a write-down of available-for-sale fixed maturity securities, with the change in allowance reported in net loss on the consolidated statements of operations.
Purchases and sales of securities are recorded on a trade-date basis. Interest earned on investments is recorded on the accrual basis and is included in net investment income.
The Company’s mortgage loan portfolio is comprised entirely of residential properties with loan to appraised value ratios below 90%. Mortgage loans are carried at amortized book value. A mortgage loan allowance has been established for any unforeseen losses using an industry approach. While we utilize our best judgment and information available, the ultimate adequacy of this allowance is dependent upon a variety of factors beyond our control, including the performance of the residential mortgage loan portfolio, the economy and changes in interest rates. Our allowance for possible mortgage loan losses consists of specific valuation allowances established for probable losses on specific loans and a portfolio reserve for probable incurred losses but not for specifically identified loans. The fair values for mortgage loans are estimated using discounted cash flow analysis. The discount rate used to calculate fair values was indexed to the SOFR yield curve adjusted for an appropriate credit spread.
Policy loans are carried at unpaid principal balances. Interest income on policy loans is recognized in net investment income at the contract interest rate when earned.
The Company’s other long-term investments are comprised of lottery prize cash flows holdings held at amortized cost. These investments are categorized as other long-term investments in the statement of financial position and are assignments of the future rights from lottery winners purchased at a discounted price. Payments on these investments are made by state run lotteries. Since state run lotteries are unlikely to default even in the most dire economic situations, no allowance for credit losses are necessary.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and money market instruments.
Deferred Policy Acquisition Costs
Costs that relate to and vary with the successful production of new business are deferred over life of the policy. Deferred acquisition costs (DAC) consist of commissions and policy issuance, underwriting and agency expenses. DAC expenses are amortized primarily over the premium-paying period of life policies and as profits emerge on the annuity products, using the same assumptions as were used in computing liabilities for future policy benefits.
Deferred Sales Inducement Costs
Sales inducement costs (SIC) are related to policy bonuses issued on some of the Company’s annuity products. SIC is deferred at the issuance of the policy and amortized over the bonus period on a straight-line basis. The amount deferred is based on the difference between the fund value with the bonus and the fund value without the bonus.
Policyholders’ Account Balances
The Company’s liability for policyholders’ account balances represents the contract value that has accrued to the benefit of the policyholder as of the financial statement date. This liability is generally equal to the accumulated account deposits plus applicable bonus and interest credited less policyholders’ withdrawals and other charges assessed against the account balance. Interest crediting rates for individual annuities range from 1.55% to 5.75%.
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Future Policy Benefits
Future policy benefit reserves have been computed by the net level premium method with assumptions as to investment yields, mortality and withdrawals based upon the Company’s experience. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of policy liabilities and the increase in future policy benefit reserves. Management’s judgments and estimates for future policy benefit reserves provide for possible unfavorable deviation. Actual experience may emerge differently from that originally estimated. Any such difference would be recognized in the current year’s consolidated statement of operations.
Recently Adopted and Issued Accounting Pronouncements
Please refer to the applicable paragraphs in Note 1 of the Notes to Consolidated Financial Statements.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.
We recognize DTAs to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If we determine that we would be able to realize our DTAs in the future in excess of their net recorded amount, we would make an adjustment to the DTA valuation allowance, which would reduce the provision for income taxes.
We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
Results of Operations – Years Ended December 31, 2024 and 2023
Revenues
Revenues are primarily from life insurance premium income and investment income. Realized gains and losses on investment holdings can significantly impact revenues from period to period.
| December 31, 2024 |
December 31, 2023 |
|||||||
| Premiums and other considerations | $ | 4,348,428 | $ | 2,890,487 | ||||
| Net investment income | 1,862,039 | 2,091,811 | ||||||
| Net realized investment gains | - | 3,027 | ||||||
| Commission income | 176,530 | 105,992 | ||||||
| Total revenues | $ | 6,386,997 | $ | 5,091,317 | ||||
Total revenues increased by $1,295,680, or 25%, for the year ended December 31, 2024. This increase was a result of increased new policy sales in the life insurance company and additional commission income earned in the agencies. There were reductions in net investment income and net realized investment gains compared to the prior year which offset the total revenue growth. Net investment income decreased primarily from less total investable assets in the current year compared to the prior year. Net realized investment gains or losses can vary from year to year based on current market conditions at the time of sale. The Company also accepted annuity considerations during 2024 and 2023. Annuity considerations contribute to additional net investment income through increased investments but are not classified as premiums and other considerations under total revenues for GAAP reporting.
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Expenses
Our expenses relate to operating a financial services holding company, a life insurance company, and two insurance agencies.
Expenses were $7,219,143 for the year ended December 31, 2024, an increase of $738,532, or 11%, from $6,480,611 for the year ended December 31, 2023. Significant expense categories are discussed below.
Total Benefits and Claims – Claims and benefit expenses were $2,010,689 and $2,213,000 for the twelve months ended December 31, 2024 and 2023, respectively. The decrease of $202,311 is primarily related to the decrease in interest credited to policyholders which was offset by the increase in future policy benefits and death and other benefits from this year compared to the previous year. The decrease in interest credited to policyholders was expected as we have sold less new annuities in recent years. The other increases are to be expected based on new sales production, increased insurance volume, number of insureds covered, and the passage of time since policy issuance on life insurance policies. Furthermore, death and other benefit payments can significantly impact expenses from period to period due to timing.
Commissions – Commission expenses were $2,854,532 and $1,857,622 for the twelve months ended December 31, 2024 and 2023, respectively. The increase of $996,910 is consistent with new business issued and renewal commissions paid on previously issued business, net of any applicable commission recaptured. The commission in the first year of policy issuance is typically significantly greater than the subsequent years. Conversely, in subsequent years with lower renewal commission rates, the Company should realize additional profits on previously issued business as premiums collected will significantly outweigh any renewal commissions paid.
Salaries and Employee Benefits – Salary and employee benefits expense increased $15,275 for the year ended December 31, 2024. The increase is primarily related to the increased costs associated with new employee hires, wage increases, and increasing benefits costs consistent with the price increases seen due to inflation pressures over the last year. Alternatively, the Company continues to use more external consultants as opposed to hiring new employees for certain tasks and roles. This decision allows us to save on benefit costs, payroll taxes, other employee overhead expenses, and allows us to pay for their time as needed. This decision has helped to reduce the overall increases in salaries and employee benefits.
Other Expenses – Third-party administration fees and professional fees continue to be two of the larger contributing expenses to the overall total expenses. The Company anticipates that these fees along with other general and administrative expenses will continue to increase over time due to new sales production, increased growth in the overall book of business, and the continued growth of the Company. The professional fees consist of public accounting firm fees, consulting actuarial fees, and the other external consultants mentioned above in the salaries and employee benefits section. However, as the total amounts incurred will increase over time as we grow, the percentage increases from year to year should hopefully decrease as the Company matures and achieves economies of scale.
Net Loss
The net loss was $832,146, or $(0.05) per share, for the year ended December 31, 2024 compared to a net loss of $1,389,294, or $(0.09) per share, for the year ended December 31, 2023. The $557,148, or 40%, improvement in the net loss was primarily attributable to the increases in revenues and expenses described above.
The weighted average common shares outstanding and subscribed were 16,020,894 and 15,757,631 for the years ending December 31, 2024 and 2023, respectively.
Financial Position – As of December 31, 2024 and 2023
Total assets of the Company decreased from $42,557,399 as of December 31, 2023 to $33,811,480 as of December 31, 2024, a decrease of $8,745,919 or 21% and was primarily attributable to annuity surrenders which reduced both assets and liabilities. Assets that increased or decreased materially in 2024 were fixed maturity securities, mortgage loans, other long-term investments, cash and cash equivalents, reinsurance recoverable, and deferred acquisition costs.
Total investments decreased by $4,619,552, or 20%. This decrease was primarily due to maturities and payoffs. Cash and cash equivalents also decreased in order to pay off the annuity surrenders mentioned above. All non-operating cash is held in interest bearing cash equivalent accounts.
We continue to diversify the investment portfolio by our allocation strategy which should provide meaningful risk-adjusted increases to net investment income over the upcoming years and maximize total revenues. In addition, we continue to invest our excess cash in higher yielding investments as suitable options become available. As a result, net investment income remained relatively stable for the year ended December 31, 2024 compared to the year ended December 31, 2023 considering the overall decrease of investable assets.
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The Company also recognized an increase in deferred policy acquisition costs and reinsurance recoverable as the Company continues to successfully sell more new business. Other assets that materially increased were federal income taxes recoverable on taxes withheld from cash receipts on other long-term investment payments which is included in the other assets line on the consolidated statements of financial position. The federal income taxes recoverable balance is 100% recoverable via tax refunds from the U.S. Government. Amounts recoverable from reinsurers represent the amounts due from our reinsurance partners. This balance continues to grow with the successful production of more and more business and our policy of using reinsurance partners to limit our exposure on any one individual policyholder.
Policyholder liabilities include benefit reserves for both life and annuity policies, claim reserves, deposit funds and advance premiums. Policyholder liabilities decreased $9,143,809 at December 31, 2024 compared to December 31, 2023. The decrease is primarily related to annuity surrenders.
Total shareholder equity of the Company increased from $9,995,531 as of December 31, 2023 to $10,437,692 as of December 31, 2024, an increase of $442,161. The increase is mainly due to the additional capital raised during 2024. That increase was primarily offset by the net loss for the year ended December 31, 2024. There was also a slight decrease in net unrealized losses in the investment portfolio at December 31, 2024 compared to December 31, 2023 because of interest rate movements in the market.
Liquidity and Capital Resources
Since inception, our operations have been financed primarily through an organizational offering, four private placement offerings, an intrastate public stock offering, and a rights offering to existing shareholders only. Through December 31, 2024, we received $28,733,077 from the sale of 16,085,011 shares and incurred offering costs of $2,769,064. Since inception through December 31, 2018, the Company purchased 3,000 shares of the Company’s common stock for $15,000 held as treasury stock. Additionally, TRLIC has purchased another 111,000 shares of TRCC common stock at a cost of $118,210 since 2018. The shares were purchased to compensate agents under TRLIC’s Agent Stock Incentive Plan (“ASIP”). The Company has issued 16,080 treasury shares under the ASIP since inception of the plan and another 51,000 treasury shares as part of employment agreements and/or bonuses to employees. The remaining 43,920 shares held by TRLIC and the 3,000 shares held by TRCC total 46,920 shares. These shares are held as treasury shares in the consolidated financial statements.
We had cash and cash equivalents totaling $6,649,797 as of December 31, 2024. The Company maintains cash and cash equivalents at multiple institutions. The Federal Deposit Insurance Corporation insures interest and non-interest-bearing accounts up to $250,000. Uninsured balances aggregate $914,056 as of December 31, 2024. Other funds are invested in mutual funds that invest in U.S. government securities. We monitor the solvency of all financial institutions in which we have funds to minimize the exposure for loss. The Company has not experienced any losses in such accounts.
Capital provided from the previous offerings and current offering will provide a considerable amount of operating funds for current and future operations of TRCC. The operations of TRLIC should provide ample cash flows from premium income and investment income to meet operating requirements once a sufficient book of business has been established, or new policy sales are turned off, whichever happens first. Life insurance contract liabilities are generally long term in nature and are generally paid from future cash flows. The operations of TRLS and AIS should provide sufficient cash flows from commission income to meet their operating requirements. TRLS and AIS are also less capital intensive than TRLIC since it does not retain any of the policy risks or capital requirements.
We believe that our existing cash and cash equivalents will be sufficient to fund our anticipated operating expenses and capital expenditures for at least the next 12 months. We have based this estimate upon assumptions that may prove to be wrong, and we could use our capital resources sooner than we currently expect. We are not aware of any commitments or unusual events that could materially affect our capital resources. We are not aware of any current recommendations by any regulatory authority which, if implemented, would have a material adverse effect on our liquidity, capital resources or operations.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
13
SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements. The forward-looking statements are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, and include estimates and assumptions related to economic, competitive and legislative developments. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “estimates,” “will” or words of similar meaning; and include, but are not limited to, statements regarding the outlook of our business and financial performance. These forward-looking statements are subject to change and uncertainty, which are, in many instances, beyond our control and have been made based upon our expectations and beliefs concerning future developments and their potential effect upon us.
There can be no assurance that future developments will be in accordance with our expectations, or that the effect of future developments on us will be as anticipated. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties. There are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements.
These factors include among others:
| ● | general economic conditions and financial factors, including the performance and fluctuations of fixed income, equity, real estate, credit capital and other financial markets; | |
| ● | differences between actual experience regarding mortality, morbidity, persistency, surrenders, investment returns, and our pricing assumptions establishing liabilities and reserves or for other purposes; | |
| ● | the effect of increased claims activity from natural or man-made catastrophes, pandemic disease, or other events resulting in catastrophic loss of life; | |
| ● | inherent uncertainties in the determination of investment allowances and impairments and in the determination of the valuation allowance on the deferred income tax asset; | |
| ● | investment losses and defaults; | |
| ● | competition in our product lines; | |
| ● | attraction and retention of qualified employees and agents; | |
| ● | ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; | |
| ● | the availability, affordability and adequacy of reinsurance protection; | |
| ● | the effects of emerging claim and coverage issues; | |
| ● | the cyclical nature of the insurance business; | |
| ● | interest rate fluctuations; | |
| ● | changes in our experiences related to deferred policy acquisition costs; | |
| ● | the ability and willingness of counterparties to our reinsurance arrangements to pay balances due to us; | |
| ● | rating agencies’ actions; | |
| ● | domestic or international military actions; | |
| ● | the effects of extensive government regulation of the insurance industry; | |
| ● | changes in tax and securities law; | |
| ● | changes in statutory or U.S. generally accepted accounting principles (“GAAP”), practices or policies; | |
| ● | regulatory or legislative changes or developments; | |
| ● | the effects of unanticipated events on our disaster recovery and business continuity planning; | |
| ● | failures or limitations of our computer, data security and administration systems; | |
| ● | risks of employee error or misconduct; | |
| ● | the assimilation of life insurance businesses we acquire and the sound management of these businesses; and | |
| ● | the availability of capital to expand our business. |
It is not our corporate policy to make specific projections relating to future earnings, and we do not endorse any projections regarding future performance made by others. In addition, we do not publicly update or revise forward-looking statements based on the outcome of various foreseeable or unforeseeable developments.
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Item 8. Financial Statements
TEXAS REPUBLIC CAPITAL CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
15
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Shareholders of Texas Republic Capital Corporation
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Texas Republic Capital Corporation and Subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive loss, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. Federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Amortization of Deferred Policy Acquisition Costs – Refer to Note 1
Critical Audit Matter Description
The Company’s products include traditional life insurance contracts and annuities in which certain acquisition costs are capitalized and the expenses are deferred into future periods. Management amortizes the capitalized costs of traditional life insurance products over the premium paying period of the products based on assumptions developed and consistent with assumptions used in determining the products future policy benefit liabilities. Annuity products are amortized based on actual and expected future gross profits. The unamortized deferred policy acquisition cost asset was $ 4.5 million as of December 31, 2024.
The recovery of the unamortized deferred policy acquisition cost asset is dependent on the future profitability of the related products. Management periodically reviews the recoverability by developing an actuarial study of the present value of future profits of the products and reduces the asset when the asset is shown to not be recoverable.
As a result, the audit of this area requires a high degree of judgment due to the complex nature of determining the amortization for the period and creation of actuarial studies for recoverability.
16
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to the amortization of the unamortized deferred policy acquisition cost asset and consideration of the recoverability of the asset included, among others, the following:
| ● | We gained an understanding of the processes utilized and controls implemented in amortizing the deferred policy acquisition costs. | |
| ● | We obtained and reviewed the actuarial recoverability study. | |
| ● | We tested data utilized by management for completeness and accuracy. | |
| ● | We performed various analytical procedures pertaining to the asset and the related amortization. | |
| ● | We engaged an independent actuarial specialist to assist with the review and evaluation of the assumptions and methodologies used by management to amortize the costs and for the study of recoverability. |
Future Policy Benefit Reserves – Refer to Note 1
Critical Audit Matter Description
Liabilities for amounts payable under the Company’s life insurance products are recorded as future policy benefits liabilities. Such liabilities are established based on actuarial assumptions at the time policies are issued. Management applies considerable judgment in developing the actuarial assumptions based on expectations of future economic conditions and policyholder behavior. These assumptions are developed at the time the contracts are issued. If actual experience is adverse in nature when compared to the original assumptions in developing the future policy benefits liability, management may be required to establish premium deficiency reserves. The Company’s future policy benefits liability was $ 3.0 million as of December 31, 2024.
The audit of future policy benefits requires a high degree of auditor judgment when considering the complex actuarial assumptions and models utilized by management.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to the liability for future policy benefits included the following procedures, among others:
| ● | We gained an understanding of the processes utilized and controls implemented in determining the valuation of future policy benefits. | |
| ● | We tested the completeness and accuracy of the data and the underlying data used by management in developing the valuation. | |
| ● | We performed various analytical procedures. | |
| ● | We engaged an independent actuarial specialist to evaluate the actuarial assumptions and methodologies for reasonableness, to develop an independent estimate of future policy benefits on a sample basis and to evaluate management’s development of experience studies. |
We have served as the Company’s auditor since 2012.
/s/
March 27, 2025
17
Texas Republic Capital Corporation and Subsidiaries
Consolidated Statements of Financial Position
| December 31, 2024 | December 31, 2023 | |||||||
| Assets | ||||||||
| Available-for-sale fixed maturity securities at fair value (Amortized cost: $ | $ | $ | ||||||
| Mortgage loans, net of allowance | ||||||||
| Policy loans | ||||||||
| Other long-term investments | ||||||||
| Total investments | ||||||||
| Cash and cash equivalents | ||||||||
| Accrued investment income | ||||||||
| Due premium | ||||||||
| Reinsurance recoverable | ||||||||
| Deferred policy acquisition costs | ||||||||
| Deferred sales inducement costs | ||||||||
| Advances and notes receivable, net of allowance | ||||||||
| Leased property – right to use | ||||||||
| Prepaid assets | ||||||||
| Intangible assets, net of accumulated amortization | ||||||||
| Furniture and equipment, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Policy liabilities | ||||||||
| Policyholders’ account balances | $ | $ | ||||||
| Future policy benefits | ||||||||
| Policy claims and other benefits | ||||||||
| Liability for deposit-type contracts | ||||||||
| Other policyholder liabilities | ||||||||
| Total policy liabilities | ||||||||
| Lease liability | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost ( | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
See notes to consolidated financial statements.
18
Texas Republic Capital Corporation and Subsidiaries
Consolidated Statements of Operations
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | ||||||||
| Premiums and other considerations | $ | $ | ||||||
| Net investment income | ||||||||
| Net realized gains on investments | ||||||||
| Commission income | ||||||||
| Total revenues | ||||||||
| Benefits, claims and expenses | ||||||||
| Increase in future policy benefits | ||||||||
| Death and other benefits | ||||||||
| Interest credited to policyholders | ||||||||
| Total benefits and claims | ||||||||
| Policy acquisition costs deferred | ( | ) | ( | ) | ||||
| Policy acquisition costs amortized | ||||||||
| Commissions | ||||||||
| Salaries and employee benefits | ||||||||
| Office rent | ||||||||
| Third-party administration fees | ||||||||
| Travel, meals, and entertainment | ||||||||
| Professional fees | ||||||||
| Other general and administrative expenses | ||||||||
| Total benefits, claims and expenses | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share outstanding and subscribed | $ | ( | ) | $ | ( | ) | ||
See notes to consolidated financial statements.
19
Texas Republic Capital Corporation and Subsidiaries
Consolidated Statements of Comprehensive Loss
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive income (loss) | ||||||||
| Total net unrealized gains (losses) arising during the period | ( | ) | ||||||
| Less net realized investment gains | ||||||||
| Net unrealized investment gains (losses) | ( | ) | ||||||
| Total other comprehensive income (loss) | ( | ) | ||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||
See notes to consolidated financial statements.
20
Texas Republic Capital Corporation and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
Years Ended December 31, 2024 and 2023
| Common Stock $.01 Par Value |
Additional Paid-in Capital |
Treasury Stock |
Accumulated Other Comprehensive Income (Loss) |
Accumulated |Deficit |
Total Shareholders’ Equity |
|||||||||||||||||||
| Balance as of January 1, 2023 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||
| Common stock shares subscribed, net of issuance costs | - | - | - | |||||||||||||||||||||
| Treasury shares issued | - | - | - | - | ||||||||||||||||||||
| Other comprehensive gain | - | - | - | - | ||||||||||||||||||||
| Net loss | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||
| Common stock shares subscribed, net of issuance costs | - | - | - | |||||||||||||||||||||
| Other comprehensive loss | - | - | - | ( |
) | - | ( |
) | ||||||||||||||||
| Net loss | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||
See notes to consolidated financial statements.
21
Texas Republic Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Net accretion of discount and amortization of premium on investments | ( | ) | ( | ) | ||||
| Net realized capital gains | ( | ) | ||||||
| Provision for depreciation and amortization | ||||||||
| Policy acquisition costs deferred | ( | ) | ( | ) | ||||
| Policy acquisition costs amortized | ||||||||
| Mortgage loan origination fees deferred | ( | ) | ||||||
| Amortization of mortgage loan origination fees | ||||||||
| Provision for estimated mortgage loan losses | ( | ) | ( | ) | ||||
| Provision for estimated uncollectible advances and notes receivable | ( | ) | ( | ) | ||||
| Interest credited to policyholders | ||||||||
| Non-cash salary expense | ||||||||
| Change in assets and liabilities: | ||||||||
| Accrued investment income | ||||||||
| Due premium | ( | ) | ( | ) | ||||
| Reinsurance recoverable | ( | ) | ( | ) | ||||
| Advances and notes receivable | ( | ) | ||||||
| Prepaid assets | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ||||||
| Future policy benefits | ||||||||
| Policy claims | ( | ) | ||||||
| Other policy liabilities | ( | ) | ||||||
| Other liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Purchases of furniture and equipment | ( | ) | ( | ) | ||||
| Sales of available for sale securities | ||||||||
| Purchases of mortgage loans | ( | ) | ||||||
| Payments on mortgage loans | ||||||||
| Policy loans | ||||||||
| Payments on other long-term investments | ||||||||
| Net cash provided by investing activities | ||||||||
| Financing activities | ||||||||
| Proceeds from the subscription and issuance of common stock | ||||||||
| Policyholder deposits | ||||||||
| Policyholder withdrawals | ( | ) | ( | ) | ||||
| Deposit-type contracts - deposits | ||||||||
| Deposit-type contracts - withdrawals | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash financing activities | ||||||||
| Treasury stock issued as compensation | $ | $ | ||||||
| Subscriptions receivable for common stock | ||||||||
See notes to consolidated financial statements.
22
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
1. Organization and Significant Accounting Policies
Nature of Operations
Texas Republic Capital Corporation (the “Company”) is the parent holding company of Texas Republic Life Insurance Company (“TRLIC”), Texas Republic Life Solutions, Inc. (“TRLS”), and Axis Insurance Solutions, LLC (“AIS”). The Company was incorporated in Texas on May 15, 2012, for the primary purpose of forming and capitalizing a life insurance company subsidiary.
The Texas Department of Insurance approved TRLIC’s
life insurance charter on August 1, 2016. The Company capitalized TRLIC with $
TRLS, a life and health insurance agency, was
incorporated February 1, 2017. The Company capitalized TRLS with $
AIS, a property & casualty insurance agency,
was formed on April 6, 2021. The Company capitalized AIS with $
From incorporation through April 2, 2017, the
Company was involved in the sale of common stock to provide working capital. During this time, the Company completed an organizational
offering,
On January 1, 2023, the Company began a six-million-dollar
private placement offering with a possible 10% oversubscription. This offering was extended for an additional year and will end on January
1, 2026, unless all of the shares are sold before then or the offering is terminated earlier. These shares will be sold in reliance on
the exemption from the registration requirements of the Securities Act of 1933 (the “1933 Act”) contained in Securities
and Exchange Commission (“SEC”) Regulation D, Rule 506. No underwriter will be involved in connection with the issuance of
these shares, and we will not pay finder’s fees in this private placement. The Company has raised $
Basis of Presentation
The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Principles of Consolidation
The consolidated financial statements include the accounts and operations of the Company and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.
23
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
1. Organization and Significant Accounting Policies (continued)
Reclassifications
Certain reclassifications have been made in the prior year financial statements to conform to current year classifications. These reclassifications had no effect on the previously reported net loss or shareholders’ equity.
Investments
Fixed maturity securities are comprised of bonds that are classified as available-for-sale and are carried at fair value net of any necessary valuation allowance for credit losses with unrealized gains and losses, net of applicable income taxes, reported in accumulated other comprehensive income (loss). The amortized cost of fixed maturity securities available-for-sale is generally adjusted for amortization of premium and accretion of discount. Interest income, as well as the related amortization of premium and accretion of discount, is included in net investment income under the effective yield method.
The Company monitors all fixed maturity securities on an on-going basis relative to changes in credit ratings, market prices, earnings trends and financial performance, in addition to specific region or industry reviews. The Company evaluates whether a credit loss exists for fixed maturity securities by considering primarily the following factors: (a) changes in the financial condition of the security's underlying collateral; (b) whether the issuer is current on contractually obligated interest and principal payments; (c) changes in the financial condition, credit rating and near-term prospects of the issuer; and (d) the payment structure of the security. The Company's best estimate of expected future cash flows used to determine the credit loss amount is a quantitative and qualitative process. Quantitative review includes information received from third-party sources such as financial statements, pricing and rating changes, liquidity and other statistical information. Qualitative factors include judgments related to business strategies, economic impacts on the issuer, overall judgment related to estimates and industry factors as well as the Company's intent to sell the security, or if it is more likely than not that the Company would be required to sell a security before recovery of its amortized cost.
The Company's best estimate of future cash flows involves assumptions including, but not limited to, various performance indicators, such as historical and projected default and recovery rates, credit ratings, and current delinquency rates. These assumptions require the use of significant management judgment and include the probability of issuer default and estimates regarding timing and amount of expected recoveries, which may include estimating the underlying collateral value. In addition, projections of expected future fixed maturity security cash flows may change based upon new information regarding the performance of the issuer. Any credit losses are presented as an allowance rather than as a write-down of available-for-sale fixed maturity securities, with the change in allowance reported in net loss on the consolidated statements of operations.
Purchases and sales of securities are recorded on a trade-date basis. Interest earned on investments is recorded on the accrual basis and is included in net investment income.
The Company’s mortgage loan portfolio is carried at unpaid balances, net of unamortized premium or discounts. This measurement of mortgage loans on an amortized cost basis is reduced by an allowance for credit losses representing a valuation allowance that is deducted from the amortized costs basis of mortgage loans to present the net carrying value at the amount expected to be collected. Interest income and the amortization of premiums or discounts are included in net investment income.
The statement of operations reflects the measurement of credit losses for newly recognized mortgage loans as well as the expected increases or decreases of expected credit losses that have taken place during the period. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported mortgage loan balances. The Company uses judgment in determining the relevant information and estimation methods that are appropriate in establishing the valuation allowance for credit losses. The allowance for credit losses for mortgage loans with a more-than-insignificant amount of credit determination since origination is determined and the initial allowance for credit losses should be added to the purchase price of mortgage loans rather than being reported as a credit loss expenses.
Policy loans are carried at unpaid principal balances. Interest income on policy loans is recognized in net investment income at the contract interest rate when earned.
The Company’s other long-term investments are comprised of lottery prize cash flows holdings held at amortized cost. Payments on these investments are made by state run lotteries. Since state run lotteries are unlikely to default even in the most dire economic situations, no allowance for credit losses are necessary. Interest income and the accretion of discount are included in net investment income.
24
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
1. Organization and Significant Accounting Policies (continued)
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and money market instruments.
Deferred Policy Acquisition Costs
Costs that relate to and vary with the successful production of new business are deferred over the life of the policy. Deferred acquisition costs (“DAC”) consist of commissions and policy issuance, underwriting and agency expenses.
DAC expenses are amortized primarily over the
premium-paying period of life policies and as profits emerge on annuity products. Amortization uses the same assumptions as were used
in computing liabilities for future policy benefits. There was $
Deferred Sales Inducement Costs
Sales inducement costs (“SIC”) are
related to policy bonuses issued on some of the Company’s annuity products. SIC is deferred at the issuance of the policy and amortized
over the bonus period on a straight-line basis. The amount deferred is based on the difference between the fund value with the bonus and
the fund value without the bonus. There was $
Advances and Notes Receivable
Advances and notes receivable are recorded at
unpaid principal balances. Management evaluates the collectability of advances and notes receivable on the specific identification basis.
Management had an allowance for possible uncollectable agent balances of $
Leased Property – Right to Use Asset
In February 2016, the FASB issued ASU 2016-02,
Lease Accounting (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, a lessee is required to recognize assets and liabilities
for leases with lease terms of more than twelve months. The Company’s home office lease had an original term greater than one year,
and the Company recognizes on the balance sheet a right of use (“ROU”) operating lease asset and a lease liability, initially
measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line
basis. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our
obligation to make lease payments arising from the lease. The Company has a lease asset and liability of $
Intangible assets
Intangible assets are stated at cost less accumulated amortization and reflect amounts paid for the Company’s computer software costs during the application development stage. The software costs placed in service are amortized using the straight-line method over the seven-year estimated useful life of the software. The asset is tested for impairment at least annually. Subsequent modifications or upgrades to internal-use software are capitalized only to the extent that additional functionality is provided.
Furniture and Equipment
Furniture and equipment are carried at cost less accumulated depreciation or amortization. Office furniture, equipment and EDP equipment are recorded at cost or fair value at acquisition less accumulated depreciation or amortization using the straight-line method over a period that approximates the estimated useful life of the respective assets of to . Expenditures for improvements are capitalized, and expenditures for maintenance and repairs are expensed as incurred. Upon sale or retirement, the cost and related accumulated depreciation and amortization is removed from the related accounts, and the resulting gain or loss, if any, is reflected in income.
25
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
1. Organization and Significant Accounting Policies (continued)
Policyholders’ Account Balances
The Company’s liability for policyholders’
account balances represents the contract value that has accrued to the benefit of the policyholder as of the financial statement date.
This liability is generally equal to the accumulated account deposits plus applicable bonus and interest credited less policyholders’
withdrawals and other charges assessed against the account balance. Interest crediting rates for individual annuities range from
Future Policy Benefits
Future policy benefit reserves have been computed by the net level premium method with assumptions as to investment yields, mortality and withdrawals based upon the Company’s experience. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of policy liabilities and the increase in future policy benefit reserves. Management’s judgments and estimates for future policy benefit reserves provide for possible unfavorable deviation. Actual experience may emerge differently from that originally estimated. Any such difference would be recognized in the current year’s consolidated statement of operations.
Common Stock
Common stock is fully paid, non-assessable and
has a par value of $
Treasury Stock
Treasury stock, representing shares of the Company’s common stock that have been reacquired after having been issued and fully paid, are recorded at cost.
Federal Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are provided for cumulative temporary differences between balances of assets and liabilities determined under GAAP and balances determined using tax bases.
Net Loss Per Common Share Outstanding and Subscribed
Net loss per common share is calculated using
the weighted average number of common shares outstanding and subscribed during the year. The weighted average common shares outstanding
and subscribed were
Related Party Transactions
The Company entered into an agreement with First
Trinity Financial Corporation (FTFC) where FTFC will use its resources to source mortgage loans on real estate and lottery bonds. FTFC
will present to the Company investments based on criteria the Company has established. The Company has the option to purchase the presented
investment assets directly from the seller or to decline the purchase based on the Company’s analysis of the investment. The Chairman
of the Company is also the Chairman, President, and Chief Executive Officer of FTFC. The Company paid fees for this service to FTFC of
$
The Company entered into a coinsurance reinsurance agreement with Family Benefit Life Insurance Company (FBLIC), which is a subsidiary of FTFC. The Company will cede a portion of new business from our TrueFlex product related to specific groups to FBLIC as mutually agreed upon in advance. This new agreement became effective on January 1, 2022, and as of December 31, 2024 there have been five groups covered under this agreement.
Subsequent Events
Management has evaluated subsequent events for recognition and disclosure in the financial statements through the date the financial statements were available to be issued. The Company did not identify any subsequent events requiring recognition or disclosure.
26
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
1. Organization and Significant Accounting Policies (continued)
Recently Adopted Accounting Pronouncements
In September 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the way entities recognize impairment of financial assets by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, including, among others, held-to-maturity debt securities, mortgage loans, lottery prize receivables, trade receivables, and reinsurance recoverables. ASU 2016-13 requires a valuation allowance to be calculated on these financial assets and that they be presented on the financial statements net of the valuation allowance. This methodology is referred to as the current expected credit loss model. The Company adopted this ASU for the annual period ended December 31, 2023. The adoption of this guidance did not have a material impact on the Company’s financial condition and results of operations.
In March 2022, the FASB issued amendments (Accounting Standards Update 2022-2) for the accounting of troubled debt restructuring and disclosures. The amendments introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulties. The amendments promulgate that an entity must apply specific loan refinancing and restructuring guidance to determine whether a modification results in a new loan or the continuation of an existing loan. The amendments also require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases. The Company adopted this ASU for the annual period ended December 31, 2023. The adoption of this guidance did not have a material impact on the Company’s results of operations, financial position or liquidity.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments require enhanced disclosures of significant segment expenses and other segment items, provide for the disclosure of additional measures of a segment's profit or loss used by the chief operating decision maker, require that all annual disclosures about a reportable segment's profit or loss and assets be included in interim periods, and provide new segment reporting requirements for entities with a single reportable segment. The Company adopted this ASU for the annual period ended December 31, 2024 and the amendments have been applied retrospectively to all periods presented. Refer to our segment disclosure in "Note 11. Segment information" for more information.
Recently Issued Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-12 Financial Services-Insurance (Topic 944) - Targeted Improvements to the Accounting for Long-Duration Contracts. This update is aimed at improving the Codification related to long-duration contracts which will improve the timeliness of recognizing changes in the liability for future policy benefits, simplify accounting for certain market-based options, simplify the amortization of deferred acquisition costs, and improve the effectiveness of required disclosures. These updates were originally required to be applied retrospectively to the earliest period presented in the financial statements for periods beginning after December 15, 2020. The FASB has delayed the effective date of ASU 2018-12 to periods beginning after December 15, 2024 for smaller reporting companies, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s financial condition and results of operations.
In December 2022, the FASB issued amendments (Accounting Standards Update 2022-5) to Accounting Standards Update 2018-12 (Targeted Improvements for Long-Duration Contracts) that originally required an insurance entity to apply a retrospective transition method as of the beginning of the earliest period presented or the beginning of the prior fiscal year if early application was elected. This updated guidance reduces implementation costs and complexity associated with the adoption of targeted improvements in accounting for long-duration contracts that have been derecognized in accordance with Accounting Standards Update 2018-12 before the delayed effective date. Without the amendments in this Update, an insurance entity would be required to reclassify a portion of gains or losses previously recognized in the sale or disposal of insurance contracts or legal entities because of the adoption of a new accounting standard. Because there is no effect on an insurance entity’s future cash flows, this reclassification may not be useful to users of financial information. The amendments in this guidance are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s financial condition and results of operations.
27
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
2. Investments
Fixed Maturity Securities Available-For-Sale
Investments in fixed maturity securities available-for-sale as of December 31, 2024 and 2023 are summarized as follows:
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | |||||||||||||
| December 31, 2024 | Cost | Gains | Losses | Value | ||||||||||||
| Fixed maturity securities | ||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | ||||||||||||
| Total fixed maturity securities | $ | $ | $ | $ | ||||||||||||
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | |||||||||||||
| December 31, 2023 | Cost | Gains | Losses | Value | ||||||||||||
| Fixed maturity securities | ||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | ||||||||||||
| Total fixed maturity securities | $ | $ | $ | $ | ||||||||||||
For securities in an unrealized loss position as of the financial statement dates, the estimated fair value, pre-tax gross unrealized loss and number of securities by length of time that those securities have been continuously in an unrealized loss position as of December 31, 2024 and 2023 are summarized as follows:
| Unrealized | Number of | |||||||||||
| December 31, 2024 | Fair Value | Loss | Securities | |||||||||
| Fixed maturity securities | ||||||||||||
| Less than 12 months | ||||||||||||
| Corporate bonds | $ | $ | ||||||||||
| Greater than 12 months | ||||||||||||
| Corporate bonds | ||||||||||||
| Total fixed maturity securities | $ | $ | ||||||||||
| Unrealized | Number of | |||||||||||
| December 31, 2023 | Fair Value | Loss | Securities | |||||||||
| Fixed maturity securities | ||||||||||||
| Less than 12 months | ||||||||||||
| Corporate bonds | $ | $ | ||||||||||
| Greater than 12 months | ||||||||||||
| Corporate bonds | ||||||||||||
| Total fixed maturity securities | $ | $ | ||||||||||
As of December 31, 2024, the fixed maturity securities
in a loss position had an average fair value to amortized cost ratio of
As of December 31, 2024 and 2023, there was
28
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
2. Investments (continued)
The Company monitors all fixed maturity securities on an on-going basis relative to changes in credit ratings, market prices, earnings trends and financial performance, in addition to specific region or industry reviews. The Company evaluates whether a credit impairment exists for fixed maturity securities by considering primarily the following factors: (a) changes in the financial condition of the security's underlying collateral; (b) whether the issuer is current on contractually obligated interest and principal payments; (c) changes in the financial condition, credit rating and near-term prospects of the issuer; and (d) the payment structure of the security. The Company's best estimate of expected future cash flows used to determine the credit loss amount is a quantitative and qualitative process. Quantitative review includes information received from third-party sources such as financial statements, pricing and rating changes, liquidity and other statistical information. Qualitative factors include judgments related to business strategies, economic impacts on the issuer, overall judgment related to estimates and industry factors as well as the Company's intent to sell the security, or if it is more likely than not that the Company would be required to sell a security before recovery of its amortized cost.
The Company's best estimate of future cash flows involves assumptions including, but not limited to, various performance indicators, such as historical and projected default and recovery rates, credit ratings, and current delinquency rates. These assumptions require the use of significant management judgment and include the probability of issuer default and estimates regarding timing and amount of expected recoveries, which may include estimating the underlying collateral value. In addition, projections of expected future fixed maturity security cash flows may change based upon new information regarding the performance of the issuer. Any credit losses are presented as an allowance rather than as a write-down of available-for-sale fixed maturity securities.
As of December 31, 2024 and 2023, the Company determined that no allowances for credit losses were necessary for the fixed maturity securities based on the current holdings, the respective economic factors, and the Company's historical experience.
The unrealized depreciation shown herein are primarily the result of the current interest rate environment rather than credit factors.
Net unrealized losses included in accumulated other comprehensive loss for investments classified as available-for-sale are summarized as follows:
| December 31, 2024 | December 31, 2023 | |||||||
| Unrealized appreciation (depreciation) on available-for-sale securities | $ | ( | ) | $ | ( | ) | ||
| Net unrealized appreciation (depreciation) on available-for-sale securities | $ | ( | ) | $ | ( | ) | ||
The amortized cost and fair value of fixed maturity available-for-sale securities as of December 31, 2024, by contractual maturity, are summarized as follows:
| Amortized Cost | Fair Value | |||||||
| Due in one year or less | $ | $ | ||||||
| Due after one year through five years | ||||||||
| Due after five years through ten years | ||||||||
| Due after ten years | ||||||||
| Total fixed maturity securities | $ | $ | ||||||
For the year ended December 31, 2024, the Company
received $
Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
29
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
2. Investments (continued)
The amortized cost and fair value of other long-term investments (which consists of lottery prize cash flows) as of December 31, 2024, by contractual maturity, are summarized as follows:
| Amortized Cost | Fair Value | |||||||
| Due in one year or less | $ | $ | ||||||
| Due after one year through five years | ||||||||
| Due after five years through ten years | ||||||||
| Total other long-term investments | $ | $ | ||||||
Other long-term investments by geographic distribution:
| December 31, 2024 | % | December 31, 2023 | % | |||||||||||||
| California | $ | % | $ | % | ||||||||||||
| Florida | ||||||||||||||||
| Georgia | ||||||||||||||||
| Indiana | ||||||||||||||||
| Massachusetts | ||||||||||||||||
| New York | ||||||||||||||||
| Ohio | ||||||||||||||||
| Oregon | ||||||||||||||||
| Pennsylvania | ||||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
Mortgage Loans on Real Estate
The Company utilizes the ratio of the carrying value of individual mortgage loans compared to the individual appraisal value to evaluate the credit quality of its mortgage loans on real estate (commonly referred to as the loan-to-value ratio). Currently, all of the Company’s mortgage loans are loans on residential properties. The Company’s mortgage loans on real estate by credit quality using this ratio as of December 31, 2024 and 2023 are summarized as follows:
| Loan-to-value ratio | December 31, 2024 | December 31, 2023 | ||||||
| 80% to 90% | $ | $ | ||||||
| 70% to 80% | ||||||||
| 60% to 70% | ||||||||
| 50% to 60% | ||||||||
| Less than 50% | ||||||||
| Total | $ | $ | ||||||
30
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
2. Investments (continued)
Mortgage loans by geographic distribution:
| State | December 31, 2024 | % | December 31, 2023 | % | ||||||||||||
| Alabama | $ | % | $ | % | ||||||||||||
| Arizona | ||||||||||||||||
| California | ||||||||||||||||
| Colorado | ||||||||||||||||
| Florida | ||||||||||||||||
| Georgia | ||||||||||||||||
| Illinois | ||||||||||||||||
| Indiana | ||||||||||||||||
| Kentucky | ||||||||||||||||
| Louisiana | ||||||||||||||||
| Maryland | ||||||||||||||||
| Missouri | ||||||||||||||||
| North Carolina | ||||||||||||||||
| New Jersey | ||||||||||||||||
| Ohio | ||||||||||||||||
| Pennsylvania | ||||||||||||||||
| South Carolina | ||||||||||||||||
| Tennessee | ||||||||||||||||
| Texas | ||||||||||||||||
| Wisconsin | ||||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
There was one mortgage loan with a principal balance
of $
| December 31, 2024 | December 31, 2023 | |||||||
| Beginning of year: mortgage loan allowance balance | $ | $ | ||||||
| Current year change in provision of estimated mortgage loan losses | ( | ) | ( | ) | ||||
| End of year: mortgage loan allowance balance | $ | $ | ||||||
Major categories of net investment income for the years ended December 31, 2024 and 2023 are summarized as follows:
| For the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Fixed maturity securities | $ | $ | ||||||
| Other long-term assets | ||||||||
| Mortgage loans | ||||||||
| Short-term and other investments | ||||||||
| Gross investment income | ||||||||
| Investment expenses | ( | ) | ( | ) | ||||
| Net investment income | $ | $ | ||||||
31
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
3. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) on the measurement date. The Company also considers the impact on fair value of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity.
The Company holds fixed maturity securities that are measured and reported at fair market value on the statement of financial position. The Company determines the fair market values of its financial instruments based on the fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value, as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities. The Company has no Level 1 assets that would include securities traded in an active exchange market.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s Level 2 assets and liabilities include fixed maturity securities with quoted prices that are traded less frequently than exchange-traded instruments or assets and liabilities whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes U.S. Government and agency mortgage-backed debt securities and corporate debt securities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes investments where independent pricing information was not able to be obtained for a significant portion of the underlying assets.
The Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into the three-level fair value hierarchy. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the valuation inputs, or their ability to be observed, may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting the levels of the fair value hierarchy are reported as transfers in and out of the specific level category as of the beginning of the period in which the reclassifications occur.
The Company’s fair value hierarchy for those financial instruments measured at fair value on a recurring basis as of December 31, 2024 and 2023 are summarized as follows:
| December 31, 2024 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Fixed maturity securities, available-for-sale | ||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | ||||||||||||
| Total fixed maturity securities | $ | $ | $ | $ | ||||||||||||
| December 31, 2023 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Fixed maturity securities, available-for-sale | ||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | ||||||||||||
| Total fixed maturity securities | $ | $ | $ | $ | ||||||||||||
Fair values for Level 2 assets for the Company’s fixed maturity securities available-for-sale are primarily based on prices supplied by a third-party investment service. The third-party investment service provides quoted prices which use observable inputs in developing such rates.
32
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
3. Fair Value Measurements (continued)
The Company analyzes market valuations received to verify reasonableness and to understand the key assumptions used and the sources. Since the fixed maturity securities owned by the Company do not trade on a daily basis, the third-party investment service prepares estimates of fair value measurements using relevant market data, benchmark curves, sector groupings, and matrix pricing. As the fair value estimates of the Company’s fixed maturity securities are based on observable market information rather than market quotes, the estimates of fair value on these fixed maturity securities are included in Level 2 of the hierarchy. The Company’s Level 2 investments include corporate bonds.
The Company’s fixed maturity securities available-for-sale portfolio is highly liquid and allows for substantially all of the portfolio to be priced through pricing services.
Fair Value of Financial Instruments
The carrying amount and fair value of the Company’s financial assets and liabilities disclosed, but not carried, at fair value as of December 31, 2024 and 2023 and the level within the fair value hierarchy at which such assets and liabilities are measured on a recurring basis are summarized as follows:
Financial Instruments Disclosed, But Not Carried, at Fair Value:
| December 31, 2024 | ||||||||||||||||||||
| Carrying | Fair | |||||||||||||||||||
| Amount | Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | |||||||||||||||
| Mortgage loans on real estate | ||||||||||||||||||||
| Policy loans | ||||||||||||||||||||
| Other long-term investments | ||||||||||||||||||||
| Accrued investment income | ||||||||||||||||||||
| Advances and notes receivable | ||||||||||||||||||||
| Total financial assets | $ | $ | $ | $ | $ | |||||||||||||||
| Financial liabilities | ||||||||||||||||||||
| Policyholders’ account balances | $ | $ | $ | $ | $ | |||||||||||||||
| Policy claims and other benefits | ||||||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | $ | |||||||||||||||
| December 31, 2023 | ||||||||||||||||||||
| Carrying | Fair | |||||||||||||||||||
| Amount | Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | |||||||||||||||
| Mortgage loans on real estate | ||||||||||||||||||||
| Policy loans | ||||||||||||||||||||
| Other long-term investments | ||||||||||||||||||||
| Accrued investment income | ||||||||||||||||||||
| Advances and notes receivable | ||||||||||||||||||||
| Total financial assets | $ | $ | $ | $ | $ | |||||||||||||||
| Financial liabilities | ||||||||||||||||||||
| Policyholders’ account balances | $ | $ | $ | $ | $ | |||||||||||||||
| Policy claims and other benefits | ||||||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | $ | |||||||||||||||
33
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
3. Fair Value Measurements (continued)
The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. However, considerable judgment was required to interpret market data 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 following methods and assumptions were used in estimating the fair value disclosures for financial instruments in the accompanying financial statements and notes thereto:
Fixed Maturity Securities
The fair value of fixed maturity securities is based on the principles previously discussed as Level 1, Level 2 and Level 3.
Cash and Cash Equivalents, Policy loans, Accrued Investment Income and Advances and Notes Receivable
The carrying value of these financial instruments approximates their fair values due to the expected short-term nature until the cash settlement of these items. Cash and cash equivalents are included in Level 1 of the fair value hierarchy due to their highly liquid nature. Policy loans, accrued investment income, and advances and notes receivable are included in Level 3 of the fair value hierarchy due to little or no availability of market activity for these types of assets.
Mortgage loans on Real Estate
The Company’s mortgage loan portfolio is
comprised of residential properties with loan to appraised value ratios at or below
Other Long-Term Investments
Other long-term investments are comprised of lottery prize receivables and fair value is derived by using a discounted cash flow approach. Projected cash flows are discounted using the average FTSE Pension Liability Index in effect at the end of each period.
Policyholders’ Account Balances
The fair value for liabilities under investment-type insurance contracts (accumulation annuities) is calculated using a discounted cash flow approach. Cash flows are projected using actuarial assumptions and discounted to the valuation date using risk-free rates adjusted for credit risk and the nonperformance risk of the liabilities.
The fair values for insurance contracts other than investment-type contracts are not required to be disclosed.
Policy Claims and other benefits
The carrying amounts reported for these liabilities approximate their fair value.
34
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
4. Intangible Assets
The Company capitalized certain costs relating to internally developed software.
Intangible assets as of December 31, 2024 and 2023 is summarized as follows:
| December 31, 2024 | December 31, 2023 | |||||||
| Software | $ | $ | ||||||
| Total Intangible assets | ||||||||
| Less - accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets net of accumulated amortization | $ | $ | ||||||
5. Property and Equipment
Property and equipment as of December 31, 2024 and 2023 is summarized as follows:
| December 31, 2024 | December 31, 2023 | |||||||
| Total property and equipment | $ | $ | ||||||
| Less - accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment net of accumulated depreciation | $ | $ | ||||||
6. Income Taxes
The Company files a consolidated return with its subsidiaries TRLS and AIS. The Company’s other subsidiary TRLIC files a separate federal return for life insurance companies. TRLIC is taxed as a life insurance company under the provisions of the Internal Revenue Code. Life insurance companies must file separate tax returns until they have been a member of the consolidated filing group for five years. Certain items included in income reported for financial statement purposes are not included in taxable income for the current period, resulting in deferred income taxes.
For financial reporting purposes, net loss before
income taxes was $
The reconciliation of federal statutory income tax to the Company’s provision for income taxes as of December 31, 2024 and December 31, 2023:
| Year Ended December 31, | Year Ended December 31, | |||||||
| 2024 | 2023 | |||||||
| Expected provision at statutory federal rate | $ | ( | ) | $ | ( | ) | ||
| Permanent differences | ||||||||
| Deferred true-ups | ( | ) | ||||||
| Change in valuation allowance | ||||||||
| Total provision for income taxes | $ | $ | ||||||
35
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
6. Income Taxes (continued)
Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and December 31, 2023 are as follows:
| Year Ended December 31, | Year Ended December 31, | |||||||
| 2024 | 2023 | |||||||
| (In thousands) | ||||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Reserves | ||||||||
| Investments - unrealized | ||||||||
| Other | ||||||||
| Gross deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| Deferred acquisition costs | ( | ) | ( | ) | ||||
| Other | ( | ) | ( | ) | ||||
| Net deferred tax liabilities | $ | ( | ) | $ | ( | ) | ||
| Net deferred tax asset (liability) | $ | $ | ||||||
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing DTAs. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2024. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.
On the basis of this evaluation, as of December
31, 2024, a valuation allowance of $
As of December 31, 2024, we had total net operating
loss carryforwards of $
| 2031-2037 | $ | |||
| Indefinite lived | ||||
| Total | $ |
We believe that it is more likely than not that the benefit from these NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance on the DTAs related to these NOL carryforwards.
Because of the change of ownership provisions of the Tax Reform Act of 1986, use of a portion of our domestic NOL and tax credit carryforwards may be limited in future periods. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities.
The Company and its subsidiaries have no known uncertain tax benefits within its provision for income taxes. In addition, the Company does not believe it would be subject to any penalties or interest relative to any open tax years and, therefore, have not accrued any such amounts. The Company files U.S. federal income tax returns, income tax returns in various state jurisdictions, and franchise tax returns in the state of Texas. The 2021 through 2023 U.S. federal tax years are subject to income tax examination by tax authorities. The Company classifies any interest and penalties (if applicable) as income tax expense in the financial statements.
36
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
7. Concentrations of Credit Risk
The Company maintains cash and cash equivalents
at multiple institutions. The Federal Deposit Insurance Corporation insures non-interest-bearing accounts up to $
8. Stock Incentive Plan
The Company’s life insurance subsidiary,
TRLIC had an Agent Stock Incentive Plan (“ASIP”). The plan was approved in August 2018 by the Texas State Securities Board.
The plan was suspended by the Company in April 2022. The plan awarded shares of Texas Republic Capital Corporation common stock to agents
based on certain production levels achieved in sales of life and annuity products. Calculation of awards are based on production for the
previous year ended and issued in the subsequent year. There have been no shares issued in 2024. The Company granted
9. Reinsurance
TRLIC participates in ceded reinsurance in order
to provide risk diversification, additional capacity for future growth and limit the maximum net loss potential arising from large risks.
TRLIC reinsures all amounts of risk on any one life in excess of $
Statutory reinsurance ceded amounts for TRLIC for 2024 and 2023 are summarized as follows:
| 2024 | 2023 | |||||||
| Premiums ceded | $ | $ | ||||||
| Commissions and expense allowances ceded | ||||||||
| Benefits ceded | ||||||||
| Reserve credits ceded | ||||||||
| In force amount ceded | ||||||||
10. Lease Commitment
The Company rents office space for its administrative operations under an agreement that expires in 2027. In determining the present value of lease payments, the Company uses its incremental borrowing rate obtained from its main commercial bank.
Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2024 are as follows:
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| Total operating lease payments, undiscounted | $ | |||
| Less: interest | ( | ) | ||
| Lease liability, at present value | $ |
37
Texas Republic Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
11. Segment Information
The Company is organized into a single reportable segment: insurance distribution. The Company derives its revenue entirely from within the United States and manages business activities on a consolidated basis. The Company’s chief operating decision maker is its Chief Executive Officer.
The accounting policies of the insurance distribution segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker uses net income or loss, as reported on the Consolidated Statements of Operations, to assess performance and allocate resources for the insurance distribution segment. The significant segment expense categories regularly provided to the chief operating decision maker are the same as those included on the Consolidated Statements of Operations. The measure of segment assets is total assets as reported on the Consolidated Balance Sheets.
The chief operating decision maker uses net income or loss to assess performance by examining period-over-period trends and monitoring budget versus actual results.
12. Shareholders’ Equity and Statutory Accounting Practices
TRLIC is domiciled in Texas and prepares its statutory financial statements in accordance with statutory accounting practices prescribed or permitted by the Texas Department of Insurance (TDI). Prescribed statutory accounting practices include publications of the National Association of Insurance Commissioners, state laws, regulations, and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed. Statutory accounting practices primarily differ from U.S. GAAP by charging policy acquisition costs to expense as incurred, establishing future policy benefit liabilities using different actuarial assumptions and valuing investments, deferred taxes, and certain assets on a different basis.
The statutory net loss for TRLIC was $
38
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures. (This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section).
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (“Certifying Officers”), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 as amended (“Exchange Act”) as of the end of the fiscal period covered by this Annual Report on Form 10-K. Based upon such evaluation, the Certifying Officers have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is made known to management, including our Certifying Officers, as appropriate, to allow timely decisions regarding disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operating, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. As of the end of the period covered by this annual report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Certifying Officers, of the effectiveness of the design and operation of the Company’s internal controls over financial reporting as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. The standard measures adopted by management in making its evaluation are the measures in the Internal-Control Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon such evaluation, management has determined that internal control over financial reporting was effective as of December 31, 2024.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Limitations on the Effectiveness of Controls
The Company’s management, including the Certifying Officers, does not expect that the disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
39
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes to Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
40
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference from the Company’s proxy statement for the 2025 annual meeting of shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference from the Company’s proxy statement for the 2025 annual meeting of shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated by reference from the Company’s proxy statement for the 2025 annual meeting of shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference from the Company’s proxy statement for the 2025 annual meeting of shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated by reference from the Company’s proxy statement for the 2025 annual meeting of shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.
41
Item 15. Exhibits
| * | Filed herewith |
| ** | XBRL Information is furnished and not filed as part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
42
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TEXAS REPUBLIC CAPITAL CORPORATION | ||
| Date March 31, 2025 | By: | /s/ Timothy R. Miller |
| Timothy R. Miller | ||
| President and Chief Executive Officer | ||
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TEXAS REPUBLIC CAPITAL CORPORATION | ||
| Date March 31, 2025 | By: | /s/ Shane S. Mitchell |
| Shane S. Mitchell | ||
| Chief Financial Officer | ||
43
SIGNATURES
In accordance with the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By | /s/ Timothy R. Miller | Date | March 31, 2025 | |
| Timothy R. Miller | ||||
| President and Chief Executive Officer | ||||
| By | /s/ William S. Lay | Date | March 31, 2025 | |
| William S. Lay, Director | ||||
| By | /s/ Steven D. Braley | Date | March 31, 2025 | |
| Steven D. Braley, Director | ||||
| By | /s/ David L. Cleavinger | Date | March 31, 2025 | |
| David L. Cleavinger, Director | ||||
| By | /s/ Kenneth R. Davis | Date | March 31, 2025 | |
| Kenneth R. Davis, Director | ||||
| By | /s/ J. Pete Laney | Date | March 31, 2025 | |
| J. Pete Laney, Director | ||||
| By | /s/ Adrian G. McDonald Jr. | Date | March 31, 2025 | |
| Adrian G. McDonald Jr., Director | ||||
| By | /s/ Alvie J. Mitchell Jr. | Date | March 31, 2025 | |
| Alvie J. Mitchell Jr., Director | ||||
| By | /s/ Gerald J. Kohout | Date | March 31, 2025 | |
| Gerald J. Kohout, Director | ||||
| By | /s/ Gregg E. Zahn | Date | March 31, 2025 | |
| Gregg E. Zahn. Director |
44