10-Q 1 cia-2012630x10q.htm CIA-2012.6.30-10Q

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM 10-Q
___________________________

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2012
or
¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from  _____ to _____
Commission File Number:  000-16509
CITIZENS, INC.
(Exact name of registrant as specified in its charter)
Colorado
84-0755371
(State of other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
400 East Anderson Lane, Austin, TX
78752
(Address of principal executive offices)
(Zip Code)
 
(512) 837-7100
 
(Registrant's telephone number, including area code)
 
N/A
 
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  (Check one):
Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨
Smaller reporting company ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

As of August 3, 2012, the Registrant had 49,019,157 shares of Class A common stock, no par value, outstanding and 1,001,714 shares of Class B common stock outstanding.
 






























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TABLE OF CONTENTS
 
 
 
 
Page Number
Part I.
Financial Information
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
Part II.
Other Information
 
 
 
 
 
 
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
 
Item 5.
 
 
 
 
 
Item 6.


1


PART I.  FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Financial Position
(In thousands)
 
 
 
 
 
 
 
 
 
June 30, 2012
 
December 31, 2011
Assets
(Unaudited)
 
(As adjusted)
Investments:
 
 
 
Fixed maturities available-for-sale, at fair value (cost:  $513,585 and $484,809 in 2012 and 2011, respectively)
$
551,076

 
514,253

Fixed maturities held-to-maturity, at amortized cost (fair value:  $194,595 and $230,093 in 2012 and 2011, respectively)
189,821

 
227,500

Equity securities available-for-sale, at fair value (cost:  $45,324 and $45,599 in 2012 and 2011, respectively)
46,409

 
46,137

Mortgage loans on real estate
1,535

 
1,557

Policy loans
41,114

 
39,090

Real estate held for investment (less $1,217 and $1,149 accumulated depreciation in 2012 and 2011, respectively)
8,565

 
8,539

Other long-term investments
94

 
105

Short-term investments
4,385

 
2,048

Total investments
842,999

 
839,229

Cash and cash equivalents
68,916

 
33,255

Accrued investment income
8,686

 
7,787

Receivable for securities in process of settlement
7,030

 

Reinsurance recoverable
9,086

 
9,562

Deferred policy acquisition costs
128,878

 
124,542

Cost of customer relationships acquired
26,560

 
27,945

Goodwill
17,160

 
17,160

Other intangible assets
892

 
906

Federal income tax receivable
81

 
901

Property and equipment, net
7,671

 
7,860

Due premiums, net (less $1,631 and $1,698 allowance for doubtful accounts in 2012 and 2011, respectively)
8,770

 
9,169

Prepaid expenses
1,946

 
396

Other assets
786

 
800

Total assets
$
1,129,461

 
1,079,512


(Continued)

See accompanying notes to consolidated financial statements.

2


CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Financial Position
(In thousands, except share amounts)
 
 
 
 
 
 
 
 
 
June 30, 2012
 
December 31, 2011

Liabilities and Stockholders' Equity
(Unaudited)
 
(As adjusted)
Liabilities:
 
 
 
Policy liabilities:
 
 
 
Future policy benefit reserves:
 
 
 
Life insurance
$
727,436

 
697,502

Annuities
49,369

 
47,060

Accident and health
5,521

 
5,612

Dividend accumulations
11,377

 
10,601

Premiums paid in advance
27,042

 
25,291

Policy claims payable
9,169

 
10,020

Other policyholders' funds
9,009

 
8,760

Total policy liabilities
838,923

 
804,846

Commissions payable
2,493

 
2,851

Deferred federal income tax
15,220

 
13,940

Payable for securities in process of settlement
8,701

 

Warrants outstanding
378

 
451

Other liabilities
8,323

 
9,382

Total liabilities
874,038

 
831,470

Commitments and contingencies (Note 7)
 

 
 

Stockholders' equity:
 

 
 

Class A, no par value, 100,000,000 shares authorized, 52,098,676 shares issued in 2012 and 52,089,189 shares issued in 2011, including shares in treasury of 3,135,738 in 2012 and 2011
258,616

 
258,548

Class B, no par value, 2,000,000 shares authorized, 1,001,714 shares issued and outstanding in 2012 and 2011
3,184

 
3,184

Accumulated deficit
(19,936
)
 
(21,851
)
Accumulated other comprehensive income:
 

 
 

Unrealized gains on securities, net of tax
24,570

 
19,172

Treasury stock, at cost
(11,011
)
 
(11,011
)
Total stockholders' equity
255,423

 
248,042

Total liabilities and stockholders' equity
$
1,129,461

 
1,079,512



See accompanying notes to consolidated financial statements.


3


CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Three Months Ended June 30,
(In thousands, except share amounts)
(Unaudited)

 
2012
 
2011
Revenues:
 
 
 
 
(As adjusted)
Premiums:
 
 
 
 
 
 
 
Life insurance
 
 
$
39,945

 
 
 
38,231

Accident and health insurance
 
 
417

 
 
 
396

Property insurance
 
 
1,234

 
 
 
1,259

Net investment income
 
 
7,612

 
 
 
7,503

Realized investment gains (losses), net
 
 
246

 
 
 
(13
)
Decrease in fair value of warrants
 
 
37

 
 
 
816

Other income
 
 
111

 
 
 
104

Total revenues
 
 
49,602

 
 
 
48,296

Benefits and expenses:
 
 
 

 
 
 
 

Insurance benefits paid or provided:
 
 
 

 
 
 
 

Claims and surrenders

 
16,109

 

 
14,905

Increase in future policy benefit reserves
 
 
16,751

 
 
 
13,000

Policyholders' dividends
 
 
2,281

 
 
 
1,920

Total insurance benefits paid or provided
 
 
35,141

 
 
 
29,825

Commissions
 
 
9,731

 
 
 
9,930

Other general expenses
 
 
6,342

 
 
 
6,698

Capitalization of deferred policy acquisition costs
 
 
(7,044
)
 
 
 
(7,364
)
Amortization of deferred policy acquisition costs
 
 
4,433

 
 
 
4,071

Amortization of cost of customer relationships acquired
 
 
660

 
 
 
758

Total benefits and expenses
 
 
49,263

 
 
 
43,918

Income before federal income tax
 
 
339

 
 
 
4,378

Federal income tax expense (benefit)
 
 
(64
)
 
 
 
1,369

Net income
 
 
403

 
 
 
3,009

Per Share Amounts:
 
 
 

 
 

 
 

Basic earnings per share of Class A common stock
$
0.01

 
 

 
0.06

 
 

Basic earnings per share of Class B common stock

 
 

 
0.03

 
 

Diluted earnings per share of Class A common stock
0.01

 
 

 
0.04

 
 

Diluted earnings per share of Class B common stock

 
 

 
0.03

 
 

Other comprehensive income:
 

 
 

 
 

 
 

Unrealized gains on available-for-sale securities:
 

 
 

 
 

 
 

Unrealized holding gains arising during period
 

 
6,003

 
 

 
10,495

Reclassification adjustment for (gains) losses included in net income
 

 
(121
)
 
 

 
13

Unrealized gains on available-for-sale securities, net
 

 
5,882

 
 

 
10,508

Income tax expense on unrealized gains on available-for-sale securities
 

 
2,063

 
 

 
3,678

Other comprehensive income
 

 
3,819

 
 

 
6,830

Comprehensive income
 

 
$
4,222

 
 

 
9,839

See accompanying notes to consolidated financial statements.

4


CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Six Months Ended June 30,
(In thousands, except share amounts)
(Unaudited)

 
2012
 
2011
Revenues:
 
 
 
 
(As adjusted)
Premiums:
 
 
 
 
 
 
 
Life insurance
 
 
$
77,351

 
 
 
73,842

Accident and health insurance
 
 
830

 
 
 
768

Property insurance
 
 
2,511

 
 
 
2,504

Net investment income
 
 
15,189

 
 
 
14,803

Realized investment gains, net
 
 
344

 
 
 
6

Decrease in fair value of warrants
 
 
73

 
 
 
1,215

Other income
 
 
209

 
 
 
227

Total revenues
 
 
96,507

 
 
 
93,365

Benefits and expenses:
 
 
 

 
 
 
 

Insurance benefits paid or provided:
 
 
 

 
 
 
 

Claims and surrenders
 
 
30,863

 
 
 
29,784

Increase in future policy benefit reserves
 
 
30,892

 
 
 
25,318

Policyholders' dividends
 
 
4,155

 
 
 
3,582

Total insurance benefits paid or provided
 
 
65,910

 
 
 
58,684

Commissions
 
 
18,395

 
 
 
19,002

Other general expenses
 
 
12,958

 
 
 
13,101

Capitalization of deferred policy acquisition costs
 
 
(12,983
)
 
 
 
(14,005
)
Amortization of deferred policy acquisition costs
 
 
8,559

 
 
 
8,309

Amortization of cost of customer relationships acquired
 
 
1,236

 
 
 
1,405

Total benefits and expenses
 
 
94,075

 
 
 
86,496

Income before federal income tax
 
 
2,432

 
 
 
6,869

Federal income tax expense
 
 
517

 
 
 
2,238

Net income
 
 
1,915

 
 
 
4,631

Per Share Amounts:
 
 
 

 
 

 
 

Basic earnings per share of Class A common stock
$
0.04

 
 

 
0.09

 
 

Basic earnings per share of Class B common stock
0.02

 
 

 
0.05

 
 

Diluted earnings per share of Class A common stock
0.04

 
 

 
0.07

 
 

Diluted earnings per share of Class B common stock
0.02

 
 

 
0.04

 
 

Other comprehensive income:
 

 
 

 
 

 
 

Unrealized gains on available-for-sale securities:
 

 
 

 
 

 
 

Unrealized holding gains arising during period
 

 
8,564

 
 

 
12,121

Reclassification adjustment for gains included in net income
 

 
(207
)
 
 

 
(6
)
Unrealized gains on available-for-sale securities, net
 

 
8,357

 
 

 
12,115

Income tax expense on unrealized gains on available-for-sale securities
 

 
2,959

 
 

 
4,240

Other comprehensive income
 

 
5,398

 
 

 
7,875

Comprehensive income
 

 
$
7,313

 
 

 
12,506


See accompanying notes to consolidated financial statements.

5


CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Months Ended June 30,
(In thousands)
(Unaudited)
 
 
 
 
 
2012
 
2011
Cash flows from operating activities:
 
 
(As adjusted)
Net income
$
1,915

 
4,631

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 

 
 

Realized gains on sale of investments and other assets
(344
)
 
(6
)
Net deferred policy acquisition costs
(4,424
)
 
(5,696
)
Amortization of cost of customer relationships acquired
1,236

 
1,405

Decrease in fair value of warrants
(73
)
 
(1,215
)
Depreciation
607

 
451

Amortization of premiums and discounts on fixed maturities and short-term investments
2,438

 
2,243

Deferred federal income tax benefit
(1,679
)
 
(167
)
Change in:
 

 
 

Accrued investment income
(899
)
 
(1,182
)
Reinsurance recoverable
476

 
289

Due premiums
399

 
548

Future policy benefit reserves
30,685

 
24,942

Other policyholders' liabilities
1,925

 
1,050

Federal income tax receivable
820

 
1,067

Commissions payable and other liabilities
(1,417
)
 
786

Other, net
(1,515
)
 
(1,101
)
Net cash provided by operating activities
30,150

 
28,045

Cash flows from investing activities:
 

 
 

Sale of fixed maturities, available-for-sale
503

 

Maturities and calls of fixed maturities, available-for-sale
105,077

 
61,186

Maturities and calls of fixed maturities, held-to-maturity
115,630

 
27,000

Purchase of fixed maturities, available-for-sale
(118,558
)
 
(51,507
)
Purchase of fixed maturities, held-to-maturity
(94,276
)
 
(54,174
)
Calls of equity securities, available-for-sale
420

 
432

Purchase of equity securities, available-for-sale

 
(1,000
)
Principal payments on mortgage loans
22

 
23

Increase in policy loans, net
(2,024
)
 
(1,334
)
Sale of other long-term investments
4

 
3

Purchase of other long-term investments
(94
)
 
(17
)
Purchase of property and equipment
(350
)
 
(1,342
)
Purchase of short-term investments
(2,378
)
 

Net cash provided by (used in) investing activities
3,976

 
(20,730
)

6


CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows, Continued
Six Months Ended June 30,
(In thousands)
(Unaudited)
 
 
 
 
 
2012
 
2011
 
 
 
(As adjusted)
Cash flows from financing activities:
 
 
 
Warrants exercised
$
68

 
17

Annuity deposits
3,425

 
3,162

Annuity withdrawals
(1,958
)
 
(1,841
)
Net cash provided by financing activities
1,535

 
1,338

Net increase in cash and cash equivalents
35,661

 
8,653

Cash and cash equivalents at beginning of year
33,255

 
49,723

Cash and cash equivalents at end of period
$
68,916

 
58,376

Supplemental disclosures of operating activities:
 

 
 

Cash paid during the period for income taxes, net
$
1,377

 
1,338


Supplemental Disclosures of Non-Cash Investing Activities:
None.

See accompanying notes to consolidated financial statements.


7

Table of Contents
CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2012
(Unaudited)


(1) Financial Statements

Basis of Presentation and Consolidation

The accompanying consolidated financial statements of Citizens, Inc. and its wholly-owned subsidiaries have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP").

The consolidated financial statements include the accounts and operations of Citizens, Inc. ("Citizens"), a Colorado corporation, and its wholly-owned subsidiaries, CICA Life Insurance Company of America ("CICA"), Security Plan Life Insurance Company ("SPLIC"), Security Plan Fire Insurance Company ("SPFIC"), Citizens National Life Insurance Company ("CNLIC"), Computing Technology, Inc. ("CTI") and Insurance Investors, Inc. ("III").  Citizens and its wholly-owned subsidiaries are collectively referred to as "the Company," "we," "us" or "our."

The consolidated statements of financial position for June 30, 2012, the consolidated statements of comprehensive income for the three and six-month periods ended June 30, 2012 and 2011, and the consolidated statements of cash flows for the six-month period then ended have been prepared by the Company without audit.  In the opinion of management, all adjustments to present fairly the financial position, results of operations, and changes in cash flows at June 30, 2012 and for comparative periods have been made.  The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission (“SEC”).  Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the Company’s consolidated financial statements, and notes thereto, for the year ended December 31, 2011.  Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

We provide primarily life insurance and a small amount of health insurance policies through our insurance subsidiaries:  CICA, SPLIC, and CNLIC.  CICA and CNLIC issue ordinary whole-life policies, credit life and disability, burial insurance, pre-need policies, and accident and health related policies, throughout the Midwest and southern United States.  CICA also issues ordinary whole-life policies to non-U.S. residents.  SPLIC offers final expense and home service life insurance in Louisiana, Arkansas and Mississippi and SPFIC, a wholly-owned subsidiary of SPLIC, writes a limited amount of property insurance in Louisiana.

CTI provides data processing systems and services, as well as furniture and equipment, to the Company.  III provides aviation transportation to the Company.

Deferred Policy Acquisition Costs ("DAC")

The Company has recognized adjustments in the three and six month periods ending June 30, 2012 that relate to prior reporting periods in the amount of $0.4 million and $0.5 million, respectively, net of tax, reducing DAC and increasing DAC amortization. These adjustments relate to actuarial modifications for a plan set up issue in the Life segment that was discovered during a routine process review and an adjustment related to ungrouping certain prior issue year reserve models in the Home Service segment as experience showed differing characteristics.

Benefit Reserves

The Company recorded adjustments to decrease reserves in the amount of $0.2 million and $0.3 million, net of tax, for the three and six months in 2012 that related to prior periods. These adjustments resulted from the ungrouping of certain prior issue year reserve models as noted above in the DAC discussion of adjustments as well as adjustments identified by operational controls that resulted in corrections to Life segment policy values.

Although the DAC and Benefit Reserves adjustments are material to the three and six months periods ending June 30. 2012, they are not expected to be material to the year ended December 31, 2012, nor are they material to any year preceding December 31, 2012.

8

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

Use of Estimates

The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

The most significant estimates include those used in the evaluation of other-than-temporary impairments on debt and equity securities and valuation allowances on investments, actuarially determined assets and liabilities and assumptions, goodwill impairment, valuation allowance on deferred tax assets, and contingencies relating to litigation and regulatory matters.  Certain of these estimates are particularly sensitive to market conditions, and deterioration and/or volatility in the worldwide debt or equity markets could have a material impact on the Consolidated Financial Statements.

Reclassification

Reclassifications have been made in the current year related to certain prior year reported amounts to provide consistent presentation.

Significant Accounting Policies

For a description of significant accounting policies, see Note 1 of the Notes to Consolidated Financial Statements included in our 2011 Form 10-K Annual Report, which should be read in conjunction with these accompanying Consolidated Financial Statements.

(2) Accounting Pronouncements

Accounting Standards Recently Adopted

Effective January 1, 2012, the Company retrospectively adopted the Financial Accounting Standards Board’s ("FASB") guidance modifying the definition of the types of costs incurred by insurance entities that can be capitalized in the acquisition of new and renewal contracts.  The guidance specified that the costs must be based on successful efforts.  The guidance also specifies that advertising costs should be included as deferred acquisition costs only when the direct-response advertising accounting criteria are met.  The retrospective effect of the change in our deferred acquisition costs decreased the December 31, 2011 the DAC asset by $11.8 million, deferred taxes by $4.1 million and stockholders’ equity balance by $7.6 million.


9

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

The following table provides the balance sheet and income statement accounts that were impacted by the change in accounting principle.
 
As Previously
Reported
 
Impact of
Change in
Accounting
Principle
 
As
Adjusted
 
(In thousands, except per share data)
Balance Sheet Accounts:
 
 
 
 
 
As of December 31, 2011:
 
 
 
 
 
Deferred acquisition costs
$
136,300

 
(11,758
)
 
124,542

Deferred federal income taxes
18,055

 
(4,115
)
 
13,940

Accumulated deficit
(14,208
)
 
(7,643
)
 
(21,851
)
Statement of Operations:
 

 
 

 
 

Three months ended June 30, 2011:
 

 
 

 
 

Capitalization of deferred policy acquisition costs
$
(7,884
)
 
520

 
(7,364
)
Amortization of deferred policy acquisition costs
4,229

 
(158
)
 
4,071

Federal income tax expense
1,497

 
(128
)
 
1,369

Net income
3,243

 
(234
)
 
3,009

Per share of Class A common stock:
 

 
 

 
 

Basic earnings per share
0.07

 
(0.01
)
 
0.06

Diluted earnings per share
0.07

 
(0.03
)
 
0.04

Six months ended June 30, 2011:
 

 
 

 
 

Capitalization of deferred policy acquisition costs
$
(15,049
)
 
1,044

 
(14,005
)
Amortization of deferred policy acquisition costs
8,749

 
(440
)
 
8,309

Federal income tax expense
2,450

 
(212
)
 
2,238

Net income
5,023

 
(392
)
 
4,631

Per share of Class A common stock:
 

 
 

 
 

Basic earnings per share
0.10

 
(0.01
)
 
0.09

Diluted earnings per share
0.08

 
(0.01
)
 
0.07


In June 2011, the FASB amended its guidance on the presentation of comprehensive income in financial statements to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items that are recorded in other comprehensive income. The new accounting guidance requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The provisions of this new guidance are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this guidance did not have any impact on our financial statements.

Accounting Standards Update ("ASU") 2011-04, “Fair Value Measurement ("Topic 820") – Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU 2011-04 amends Topic 820, “Fair Value Measurements and Disclosures,” to converge the fair value measurement guidance in U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles in Topic 820 and requires additional fair value disclosures. ASU 2011-04 is effective for annual periods beginning after December 15, 2011, and did not have any impact on the Company’s financial statements.



10

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

(3) Segment Information

The Company has three reportable segments:  Life Insurance, Home Service Insurance, and Other Non-Insurance Enterprises.  The accounting policies of the segments are in accordance with U.S. GAAP and are the same as those used in the preparation of the consolidated financial statements.  The Company evaluates profit and loss performance based on U.S. GAAP income before federal income taxes for its three reportable segments.

The Company has no reportable differences between segments and consolidated operations.

 
Three Months Ended
 
June 30, 2012
 
Life
Insurance
 
Home
Service
Insurance
 
Other
Non-Insurance
Enterprises
 
Consolidated
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
Premiums
$
30,601

 
10,995

 

 
41,596

Net investment income
4,253

 
3,075

 
284

 
7,612

Realized investment gains, net
187

 
40

 
19

 
246

Decrease in fair value of warrants

 

 
37

 
37

Other income
75

 
6

 
30

 
111

Total revenue
35,116

 
14,116

 
370

 
49,602

Benefits and expenses:
 
 
 

 
 

 
 

Insurance benefits paid or provided:
 

 
 

 
 

 
 

Claims and surrenders
10,772

 
5,337

 

 
16,109

Increase in future policy benefit reserves
16,201

 
550

 

 
16,751

Policyholders' dividends
2,268

 
13

 

 
2,281

Total insurance benefits paid or provided
29,241

 
5,900

 

 
35,141

Commissions
5,990

 
3,741

 

 
9,731

Other general expenses
2,411

 
3,006

 
925

 
6,342

Capitalization of deferred policy acquisition costs
(5,507
)
 
(1,537
)
 

 
(7,044
)
Amortization of deferred policy acquisition costs
3,749

 
684

 

 
4,433

Amortization of cost of customer relationships acquired
184

 
476

 

 
660

Total benefits and expenses
36,068

 
12,270

 
925

 
49,263

Income (loss) before income tax expense
$
(952
)
 
1,846

 
(555
)
 
339



11

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

 
Six Months Ended
 
June 30, 2012
 
Life
Insurance
 
Home
Service
Insurance
 
Other
Non-Insurance
Enterprises
 
Consolidated
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
Premiums
$
58,770

 
21,922

 

 
80,692

Net investment income
8,411

 
6,230

 
548

 
15,189

Realized investment gains, net
189

 
127

 
28

 
344

Decrease in fair value of warrants

 

 
73

 
73

Other income
132

 
12

 
65

 
209

Total revenue
67,502

 
28,291

 
714

 
96,507

Benefits and expenses:
 
 
 

 
 

 
 

Insurance benefits paid or provided:
 

 
 

 
 

 
 

Claims and surrenders
20,699

 
10,164

 

 
30,863

Increase in future policy benefit reserves
29,419

 
1,473

 

 
30,892

Policyholders' dividends
4,130

 
25

 

 
4,155

Total insurance benefits paid or provided
54,248

 
11,662

 

 
65,910

Commissions
11,012

 
7,383

 

 
18,395

Other general expenses
5,331

 
5,970

 
1,657

 
12,958

Capitalization of deferred policy acquisition costs
(10,019
)
 
(2,964
)
 

 
(12,983
)
Amortization of deferred policy acquisition costs
7,400

 
1,159

 

 
8,559

Amortization of cost of customer relationships acquired
393

 
843

 

 
1,236

Total benefits and expenses
68,365

 
24,053

 
1,657

 
94,075

Income (loss) before income tax expense
$
(863
)
 
4,238

 
(943
)
 
2,432



12

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

 
Three Months Ended
 
June 30, 2011
 
Life
Insurance
 
Home
Service
Insurance
 
Other
Non-Insurance
Enterprises
 
Consolidated
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
Premiums
$
29,016

 
10,870

 

 
39,886

Net investment income
4,058

 
3,275

 
170

 
7,503

Realized investment gains (losses), net
4

 
(17
)
 

 
(13
)
Decrease in fair value of warrants

 

 
816

 
816

Other income
77

 
6

 
21

 
104

Total revenue
33,155

 
14,134

 
1,007

 
48,296

Benefits and expenses:
 

 
 

 
 

 
 

Insurance benefits paid or provided:
 

 
 

 
 

 
 

Claims and surrenders
10,456

 
4,449

 

 
14,905

Increase in future policy benefit reserves
12,015

 
985

 

 
13,000

Policyholders' dividends
1,901

 
19

 

 
1,920

Total insurance benefits paid or provided
24,372

 
5,453

 

 
29,825

Commissions
6,058

 
3,872

 

 
9,930

Other general expenses
2,885

 
3,066

 
747

 
6,698

Capitalization of deferred policy acquisition costs
(5,672
)
 
(1,692
)
 

 
(7,364
)
Amortization of deferred policy acquisition costs
3,660

 
411

 

 
4,071

Amortization of cost of customer relationships acquired
283

 
475

 

 
758

Total benefits and expenses
31,586

 
11,585

 
747

 
43,918

Income before income tax expense
$
1,569

 
2,549

 
260

 
4,378



13

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

 
Six Months Ended
 
June 30, 2011
 
Life
Insurance
 
Home
Service
Insurance
 
Other
Non-Insurance
Enterprises
 
Consolidated
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
Premiums
$
55,536

 
21,578

 

 
77,114

Net investment income
7,925

 
6,512

 
366

 
14,803

Realized investment gains, net
4

 
2

 

 
6

Decrease in fair value of warrants

 

 
1,215

 
1,215

Other income
164

 
14

 
49

 
227

Total revenue
63,629

 
28,106

 
1,630

 
93,365

Benefits and expenses:
 

 
 

 
 

 
 

Insurance benefits paid or provided:
 

 
 

 
 

 
 

Claims and surrenders
19,857

 
9,927

 

 
29,784

Increase in future policy benefit reserves
23,824

 
1,494

 

 
25,318

Policyholders' dividends
3,544

 
38

 

 
3,582

Total insurance benefits paid or provided
47,225

 
11,459

 

 
58,684

Commissions
11,400

 
7,602

 

 
19,002

Other general expenses
5,739

 
6,041

 
1,321

 
13,101

Capitalization of deferred policy acquisition costs
(10,737
)
 
(3,268
)
 

 
(14,005
)
Amortization of deferred policy acquisition costs
7,312

 
997

 

 
8,309

Amortization of cost of customer relationships acquired
499

 
906

 

 
1,405

Total benefits and expenses
61,438

 
23,737

 
1,321

 
86,496

Income before income tax expense
$
2,191

 
4,369

 
309

 
6,869





14

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

(4) Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share.

 
Three Months Ended
 
June 30, 2012
 
June 30, 2011
 
(In thousands,
except per share amounts)
Basic and diluted earnings per share:
 
 
 
Numerator:
 
 
 
Net income
$
403

 
3,009

Net income allocated to Class A common stock
$
399

 
2,978

Net income allocated to Class B common stock
4

 
31

Net income
$
403

 
3,009

Denominator:
 

 
 

Weighted average shares of Class A outstanding - basic
48,963

 
48,689

Weighted average shares of Class A outstanding - diluted
48,989

 
48,690

Weighted average shares of Class B outstanding - basic and diluted
1,002

 
1,002

Basic earnings per share of Class A common stock
$
0.01

 
0.06

Basic earnings per share of Class B common stock

 
0.03

Diluted earnings per share of Class A common stock
0.01

 
0.04

Diluted earnings per share of Class B common stock

 
0.03


 
Six Months Ended
 
June 30, 2012
 
June 30, 2011
 
(In thousands,
except per share amounts)
Basic and diluted earnings per share:
 
 
 
Numerator:
 
 
 
Net income
$
1,915

 
4,631

Net income allocated to Class A common stock
$
1,895

 
4,584

Net income allocated to Class B common stock
20

 
47

Net income
$
1,915

 
4,631

Denominator:
 
 
 
Weighted average shares of Class A outstanding - basic
48,961

 
48,688

Weighted average shares of Class A outstanding - diluted
48,997

 
48,704

Weighted average shares of Class B outstanding - basic and diluted
1,002

 
1,002

Basic earnings per share of Class A common stock
$
0.04

 
0.09

Basic earnings per share of Class B common stock
0.02

 
0.05

Diluted earnings per share of Class A common stock
0.04

 
0.07

Diluted earnings per share of Class B common stock
0.02

 
0.04


The diluted earnings per share calculation has assumptions regarding the exercise of warrants issued to certain investors as discussed below in Note 8 - Convertible Preferred Stock: Warrants.  Dilution was immaterial for the three and six months ended June 30, 2012.



15

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

(5) Investments

The Company invests primarily in fixed maturity securities, which totaled 81.2% of total investments and cash and cash equivalents at June 30, 2012.
 
June 30, 2012
 
December 31, 2011
 
Carrying
Value
 
% of Total
Carrying Value
 
Carrying
Value
 
% of Total
Carrying Value
 
(In thousands)
 
 
 
(In thousands)
 
 
Fixed maturity securities
$
740,897

 
81.2
%
 
$
741,753

 
85.0
%
Equity securities
46,409

 
5.1
%
 
46,137

 
5.3
%
Mortgage loans
1,535

 
0.2
%
 
1,557

 
0.2
%
Policy loans
41,114

 
4.5
%
 
39,090

 
4.5
%
Real estate and other long-term investments
8,659

 
0.9
%
 
8,644

 
1.0
%
Short-term investments
4,385

 
0.5
%
 
2,048

 
0.2
%
Cash and cash equivalents
68,916

 
7.6
%
 
33,255

 
3.8
%
Total cash, cash equivalents and investments
$
911,915

 
100.0
%
 
$
872,484

 
100.0
%

The following tables represent the cost, gross unrealized gains and losses and fair value for fixed maturities and equity securities as of the periods indicated.
 
June 30, 2012
 
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 
(In thousands)
Fixed maturities:
 
 
 
 
 
 
 
Fixed maturities available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury securities
$
10,198

 
3,949

 

 
14,147

U.S. Government-sponsored enterprises
91,422

 
3,600

 
16

 
95,006

States and political subdivisions
192,446

 
14,558

 
937

 
206,067

Foreign governments
105

 
38

 

 
143

Corporate
212,140

 
17,206

 
1,438

 
227,908

Commercial mortgage-backed
610

 
22

 
1

 
631

Residential mortgage-backed
6,664

 
517

 
7

 
7,174

Total available-for-sale securities
513,585

 
39,890

 
2,399

 
551,076

Held-to-maturity securities:
 

 
 

 
 

 
 

U.S. Government-sponsored enterprises
79,401

 
622

 
24

 
79,999

States and political subdivisions
77,373

 
3,964

 
111

 
81,226

Corporate
33,047

 
404

 
81

 
33,370

Total held-to-maturity securities
189,821

 
4,990

 
216

 
194,595

Total fixed maturities
$
703,406

 
44,880

 
2,615

 
745,671

Equity securities:
 

 
 

 
 

 
 

Stock mutual funds
$
12,686

 
624

 
284

 
13,026

Bond mutual funds
31,504

 
256

 
49

 
31,711

Common stock
17

 

 

 
17

Preferred stock
1,117

 
538

 

 
1,655

Total equity securities
$
45,324

 
1,418

 
333

 
46,409


16

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)


 
December 31, 2011
 
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 
(In thousands)
Fixed maturities:
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
U.S. Treasury securities
$
10,228

 
3,730

 

 
13,958

U.S. Government-sponsored enterprises
143,684

 
3,198

 
65

 
146,817

States and political subdivisions
151,058

 
10,275

 
1,391

 
159,942

Foreign governments
105

 
37

 

 
142

Corporate
171,462

 
14,576

 
1,493

 
184,545

Commercial mortgage-backed
736

 
23

 

 
759

Residential mortgage-backed
7,536

 
562

 
8

 
8,090

Total available-for-sale securities
484,809

 
32,401

 
2,957

 
514,253

Held-to-maturity securities:
 

 
 

 
 

 
 

U.S. Government-sponsored enterprises
160,411

 
742

 
12

 
161,141

States and political subdivisions
56,260

 
1,941

 
84

 
58,117

Corporate
10,829

 
49

 
43

 
10,835

Total held-to-maturity securities
227,500

 
2,732

 
139

 
230,093

Total fixed maturity securities
$
712,309

 
35,133

 
3,096

 
744,346

Equity securities:
 

 
 

 
 

 
 

Stock mutual funds
$
12,686

 
415

 
376

 
12,725

Bond mutual funds
31,504

 
27

 
117

 
31,414

Common stock
17

 
7

 

 
24

Preferred stock
1,392

 
582

 

 
1,974

Total equity securities
$
45,599

 
1,031

 
493

 
46,137

 
At June 30, 2012, the Company had $7.3 million of mortgage-backed security holdings based on amortized cost, of which $6.7 million, or 91.8%, were residential U.S. Government-sponsored issues.  Mortgage-backed securities are also referred to as securities not due at a single maturity date throughout this report.  The majority of the Company's equity securities are diversified stock and bond mutual funds.
 
Valuation of Investments in Fixed Maturity and Equity Securities

Held-to-maturity securities are reported in the financial statements at amortized cost and available-for-sale securities are reported at fair value.

The Company monitors all debt and equity 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 assessment of whether impairments have occurred is based on a case-by-case evaluation of underlying reasons for the decline in fair value.  The Company determines other-than-temporary impairment by reviewing relevant evidence related to the specific security issuer 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.

When an other-than-temporary impairment has occurred, the amount of the other-than-temporary impairment recognized in earnings depends on whether the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis.  If the Company intends to sell the security or more likely than not will be required to sell the

17

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

security before recovery of its amortized cost basis, the other-than-temporary impairment is recognized in earnings equal to the entire difference between the investment's cost and its fair value at the balance sheet date.  If the Company does not intend to sell the security and it is more likely than not that the Company will not be required to sell the security before recovery of its amortized cost basis, the other-than-temporary impairment is separated into the following: (a) the amount representing the credit loss; and (b) the amount related to all other factors.  The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings.  The amount of the total other-than-temporary impairment related to other factors is recognized in other comprehensive income, net of applicable taxes.  The previous amortized cost basis less the other-than-temporary impairment recognized in earnings becomes the new amortized cost basis of the investment.  The new amortized cost basis is not adjusted for subsequent recoveries in fair value.

The Company evaluates whether a credit impairment exists for debt 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; (d) the length of time to which the fair value has been less than the amortized cost of the security; and (e) 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 and overall judgment related to estimates and industry factors.  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 debt security cash flows may change based upon new information regarding the performance of the issuer.

The primary factors considered in evaluating whether an impairment exists for an equity security include, but are not limited to: (a) the length of time and the extent to which the fair value has been less than the cost of the security; (b) changes in the financial condition, credit rating and near-term prospects of the issuer; (c) whether the issuer is current on contractually obligated payments; and (d) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for recovery.

The Company did not recognize any other-than-temporary impairments ("OTTI") during the six months ended June 30, 2012 and 2011.


18

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

The following tables present the fair values and gross unrealized losses of fixed maturities and equity securities that have remained in a continuous unrealized loss position for the periods indicated.
 
June 30, 2012
 
Less than 12 months
 
Greater than 12 months
 
Total
 
Fair
Value
 
Unrealized
Losses
 
# of
Securities
 
Fair
Value
 
Unrealized
Losses
 
# of
Securities
 
Fair
Value
 
Unrealized
Losses
 
# of
Securities
 
(In thousands, except for # of securities)
Fixed maturities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government-sponsored enterprises
$
19,217

 
16

 
11

 

 

 

 
19,217

 
16

 
11

States and political subdivisions
36,039

 
328

 
40

 
6,510

 
609

 
3

 
42,549

 
937

 
43

Corporate
46,647

 
620

 
33

 
6,445

 
818

 
5

 
53,092

 
1,438

 
38

Commercial mortgage-backed
189

 
1

 
1

 

 

 

 
189

 
1

 
1

Residential mortgage-backed
493

 
4

 
1

 
62

 
3

 
2

 
555

 
7

 
3

Total available-for-sale securities
102,585

 
969

 
86

 
13,017

 
1,430

 
10

 
115,602

 
2,399

 
96

Held-to-maturity securities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

U.S. Government-sponsored enterprises
12,281

 
19

 
8

 
1,110

 
5

 
1

 
13,391

 
24

 
9

States and political subdivisions
15,045

 
111

 
14

 

 

 

 
15,045

 
111

 
14

Corporate
15,087

 
81

 
11

 

 

 

 
15,087

 
81

 
11

Total held-to-maturity securities
42,413

 
211

 
33

 
1,110

 
5

 
1

 
43,523

 
216

 
34

Total fixed maturities
$
144,998

 
1,180

 
119

 
14,127

 
1,435

 
11

 
159,125

 
2,615

 
130

Equity securities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Stock mutual funds
$
7,250

 
284

 
2

 

 

 

 
7,250

 
284

 
2

Bond mutual funds
6,375

 
49

 
3

 

 

 

 
6,375

 
49

 
3

Total equities
$
13,625

 
333

 
5

 

 

 

 
13,625

 
333

 
5


As of June 30, 2012, the Company had 10 available-for-sale securities and 1 held-to-maturity security that were in an unrealized loss position for greater than 12 months.  These securities consisted of U.S. Government-sponsored enterprises, municipals, corporate and mortgage-backed securities.


19

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

 
December 31, 2011
 
Less than 12 months
 
Greater than 12 months
 
Total
 
Fair
Value
 
Unrealized
Losses
 
# of
Securities
 
Fair
Value
 
Unrealized
Losses
 
# of
Securities
 
Fair
Value
 
Unrealized
Losses
 
# of
Securities
 
(In thousands, except for # of securities)
Fixed maturities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Government-sponsored enterprises
$

 

 

 
3,718

 
65

 
2

 
3,718

 
65

 
2

States and political subdivisions
1,965

 
29

 
4

 
11,777

 
1,362

 
9

 
13,742

 
1,391

 
13

Corporate
27,239

 
976

 
30

 
8,886

 
517

 
6

 
36,125

 
1,493

 
36

Commercial mortgage-backed

 

 

 

 

 

 

 

 

Residential mortgage-backed
536

 
4

 
1

 
67

 
4

 
2

 
603

 
8

 
3

Total available-for-sale securities
29,740

 
1,009

 
35

 
24,448

 
1,948

 
19

 
54,188

 
2,957

 
54

Held-to-maturity securities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

U.S. Government-sponsored enterprises
6,997

 
2

 
4

 
1,121

 
10

 
1

 
8,118

 
12

 
5

States and political subdivisions
8,345

 
84

 
7

 

 

 

 
8,345

 
84

 
7

Corporate
6,706

 
43

 
4

 

 

 

 
6,706

 
43

 
4

Total held-to-maturity securities
22,048

 
129

 
15

 
1,121

 
10

 
1

 
23,169

 
139

 
16

Total fixed maturities
$
51,788

 
1,138

 
50

 
25,569

 
1,958

 
20

 
77,357

 
3,096

 
70

Equity securities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Stock mutual funds
$
7,158

 
376

 
2

 

 

 

 
7,158

 
376

 
2

Bond mutual funds
25,387

 
117

 
10

 

 

 

 
25,387

 
117

 
10

Total equities
$
32,545

 
493

 
12

 

 

 

 
32,545

 
493

 
12

 
We have reviewed these securities for the periods ended June 30, 2012 and December 31, 2011 and determined that no other-than-temporary impairment exists based on our evaluation of the credit worthiness of the issuers and the fact that we do not intend to sell the investments nor is it likely that we will be required to sell the securities before recovery of their amortized cost bases which may be maturity.  We continue to monitor all securities on an on-going basis, and future information may become available which could result in impairments being recorded.


20

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

The amortized cost and fair value of fixed maturity securities at June 30, 2012 by contractual maturity are shown in the table below.  Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
June 30, 2012
 
Amortized
Cost
 
Fair
Value
 
(In thousands)
Available-for-sale securities:
 
 
 
Due in one year or less
$
13,230

 
13,421

Due after one year through five years
69,249

 
71,870

Due after five years through ten years
118,898

 
125,391

Due after ten years
304,934

 
332,589

   Securities not due at a single maturity date
7,274

 
7,805

Total available-for-sale securities
513,585

 
551,076

Held-to-maturity securities:
 

 
 

Due in one year or less
7,004

 
7,018

Due after one year through five years
31,308

 
31,297

Due after five years through ten years
38,895

 
40,970

Due after ten years
112,614

 
115,310

Total held-to-maturity securities
189,821

 
194,595

Total fixed maturities
$
703,406

 
745,671


The securities not due at a single maturity date are primarily mortgage-backed obligations of U.S. Government-sponsored enterprises and corporate securities.

The Company uses the specific identification method of the individual security to determine the cost basis used in the calculation of realized gains and losses related to security sales.  Proceeds and gross realized gains from sales of securities for the three and six months ended June 30, 2012 and 2011 are summarized as follows.
 
Fixed Maturities Available-for-Sale
 
Equity Securities
 
Three Months Ended
 
Six Months Ended
 
Three Months Ended
 
Six Months Ended
 
June 30, 2012
 
June 30, 2011
 
June 30, 2012
 
June 30, 2011
 
June 30, 2012
 
June 30, 2011
 
June 30, 2012
 
June 30, 2011
 
(In thousands)
Proceeds
$

 

 
503

 

 

 

 

 

Gross realized gains
$

 

 
4

 

 

 

 

 

Gross realized losses
$

 

 
3

 

 

 

 

 

 
During the six months ended June 30, 2012, one security was sold which resulted in a realized loss. There were no securities sold at a loss during the three months ended June 30, 2012. There were no securities sold from the held-to-maturity portfolio for the six months ended June 30, 2012 and 2011.

(6) Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  We hold available-for-sale fixed maturity securities and equity securities, which are carried at fair value.


21

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

Fair value measurements are generally based upon observable and unobservable inputs.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information.  We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.  All assets and liabilities carried at fair value are required to be classified and disclosed in one of the following three categories:

Level 1 - Quoted prices for identical instruments in active markets.
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs or whose significant value drivers are observable.
Level 3 - Instruments whose significant value drivers are unobservable.

Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as U.S. Treasury securities and actively traded mutual fund and stock investments.

Level 2 includes those financial instruments that are valued by independent pricing services or broker quotes.  These models are primarily industry-standard models that consider various inputs, such as interest rates, credit spreads and foreign exchange rates for the underlying financial instruments.  All significant inputs are observable, or derived from observable information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace.  Financial instruments in this category primarily include corporate securities, U.S. Government-sponsored enterprise securities, municipal securities and certain mortgage and asset-backed securities.

Level 3 is comprised of financial instruments whose fair value is estimated based on non-binding broker prices utilizing significant inputs not based on or corroborated by readily available market information.  This category consists of two private placement mortgage-backed securities.


22

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

The following tables set forth our assets and liabilities that are measured at fair value on a recurring basis as of the dates indicated.
 
June 30, 2012
Available-for-sale investments
Level 1
 
Level 2
 
Level 3
 
Total
Fair Value
 
(In thousands)
Financial assets:
 
 
 
 
 
 
 
Fixed maturities:
 
 
 
 
 
 
 
U.S. Treasury and U.S. Government-sponsored enterprises
$
14,147

 
95,006

 

 
109,153

States and political subdivisions

 
206,067

 

 
206,067

Corporate

 
227,908

 

 
227,908

Commercial mortgage-backed

 

 
426

 
426

Residential mortgage-backed

 
7,379

 

 
7,379

Foreign governments

 
143

 

 
143

Total fixed maturities
14,147

 
536,503

 
426

 
551,076

Equity securities:
 

 
 

 
 

 
 

Stock mutual funds
13,026

 

 

 
13,026

Bond mutual funds
31,711

 

 

 
31,711

Common stock
17

 

 

 
17

Preferred stock
1,655

 

 

 
1,655

Total equity securities
46,409

 

 

 
46,409

Total financial assets
$
60,556

 
536,503

 
426

 
597,485

Financial liabilities:
 

 
 

 
 

 
 

Warrants outstanding
$

 
378

 

 
378

 

23

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

 
December 31, 2011
Available-for-sale investments
Level 1
 
Level 2
 
Level 3
 
Total
Fair Value
 
(In thousands)
Financial assets:
 
 
 
 
 
 
 
Fixed maturities:
 
 
 
 
 
 
 
U.S. Treasury and U.S. Government-sponsored enterprises
$
13,958

 
146,817

 

 
160,775

States and political subdivisions

 
159,942

 

 
159,942

Corporate

 
184,545

 

 
184,545

Commercial mortgage-backed

 
300

 
459

 
759

Residential mortgage-backed

 
8,090

 

 
8,090

Foreign governments

 
142

 

 
142

Total fixed maturities
13,958

 
499,836

 
459

 
514,253

Equity securities:
 

 
 

 
 

 
 

Stock mutual funds
12,725

 

 

 
12,725

Bond mutual funds
31,414

 

 

 
31,414

Common stock
24

 

 

 
24

Preferred stock
1,974

 

 

 
1,974

Total equity securities
46,137

 

 

 
46,137

Total financial assets
$
60,095

 
499,836

 
459

 
560,390

Financial liabilities:
 

 
 

 
 

 
 

Warrants outstanding
$

 
451

 

 
451

 
Financial Instruments Valuation

Fixed maturity securities, available-for-sale.  At June 30, 2012, our fixed maturity securities, valued using a third-party pricing source, totaled $536.5 million for Level 2 assets and comprised 89.8% of total reported fair value of our financial assets.  The Level 1 and Level 2 valuations are reviewed and updated quarterly through random testing by comparisons to separate pricing models, other third-party pricing services, and back tested to recent trades.  In addition, we obtain information relative to the third-party pricing models and review model parameters for reasonableness.  Fair values for Level 3 assets are based upon unadjusted broker quotes that are non-binding, and consist of two private placement mortgage-backed securities with a total value of $0.4 million.  Our Level 3 assets are current relative to principal and interest payments and are considered immaterial to our financial statements.  For the six months ended June 30, 2012, there were no material changes to the valuation methods or assumptions used to determine fair values, and no broker or third party prices were changed from the values received.

Equity securities, available-for-sale.  Our available-for-sale equity securities are classified as Level 1 assets as their fair values are based upon quoted market prices.

Warrants outstanding.  Our outstanding warrants are classified as Level 2 liabilities as their fair values are based upon industry standard models that consider various observable inputs.


24

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

The following table presents additional information about fixed maturity securities measured at fair value on a recurring basis that are classified as Level 3 assets and for which we have utilized significant unobservable inputs to determine fair value.

June 30,
2012
 
December 31,
2011
 
(In thousands)
 
 
 
 
Balance at beginning of period
$
459

 
519

Total realized and unrealized gains (losses)
 

 
 

Included in net income

 

Included in other comprehensive income
(1
)
 
6

Principal paydowns
(32
)
 
(66
)
Transfer in and (out) of Level 3

 

Balance at end of period
$
426

 
459


We review the fair value hierarchy classifications each reporting period.  Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets.  Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur.

Financial Instruments not Carried at Fair Value

Estimates of fair values are made at a specific point in time, based on relevant market prices and information about the financial instruments.  The estimated fair values of financial instruments presented below are not necessarily indicative of the amounts the Company might realize in actual market transactions.

The carrying amount and fair value for the financial assets and liabilities on the consolidated balance sheets not otherwise disclosed for the periods indicated are as follows:
 
June 30, 2012
 
December 31, 2011
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
 
(In thousands)
Financial assets:
 
 
 
 
 
 
 
Fixed maturities, held-to-maturity
$
189,821

 
194,595

 
227,500

 
230,093

Mortgage loans
1,535

 
1,349

 
1,557

 
1,428

Policy loans
41,114

 
41,114

 
39,090

 
39,090

Short-term investments
4,385

 
4,385

 
2,048

 
2,048

Cash and cash equivalents
68,916

 
68,916

 
33,255

 
33,255

Financial liabilities:
 

 
 

 
 

 
 

Annuities
49,369

 
50,932

 
47,060

 
43,402


Fair values for fixed income securities, which are characterized as Level 2 assets in the fair value hierarchy, are based on quoted market prices for the same or similar securities.  In cases where quoted market prices are not available, fair values are based on estimates using present value or other assumptions, including a discount rate and estimates of future cash flows.

Mortgage loans are secured principally by residential and commercial properties.  Weighted average interest rates for these loans were approximately 6.6% per year as of June 30, 2012 and December 31, 2011, with maturities ranging from 1 to 30 years.  Management estimated the fair value using an annual interest rate of 6.25% at June 30, 2012.  Our mortgage loans are

25

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

considered Level 3 assets in the fair value hierarchy.

Policy loans had a weighted average annual interest rate of 7.7% as of June 30, 2012 and December 31, 2011, and no specified maturity dates.  The aggregate fair value of policy loans approximates the carrying value reflected on the consolidated balance sheets.  These loans typically carry an interest rate that is tied to the crediting rate applied to the related policy and contract reserves.  Policy loans are an integral part of the life insurance policies we have in force, cannot be valued separately and are not marketable.  Therefore, the fair value of policy loans approximates the carrying value and policy loans are considered Level 3 assets in the fair value hierarchy.
 
The fair value of short-term investments approximate carrying value due to their short-term nature.  Our short-term investments are considered Level 2 assets in the fair value hierarchy.
 
The fair value of cash and cash equivalents approximate carrying value and are characterized as Level 1 assets in the fair value hierarchy.
 
The fair value of the Company's liabilities under annuity contract policies, which are considered Level 3 assets, was estimated at June 30, 2012 using discounted cash flows with an interest rate based upon swap rates adjusted for various risk adjustments.  The fair value of liabilities under all insurance contracts are taken into consideration in the overall management of interest rate risk, which seeks to minimize exposure to changing interest rates through the matching of investment maturities with amounts due under insurance contracts.

(7) Legal Proceedings

We are a defendant in a lawsuit filed on August 6, 1999, in the Texas District Court, Austin, Texas, now styled Delia Bolanos Andrade, et al., Plaintiffs, v. Citizens Insurance Company of America, et al., Defendants in which a class was originally certified by the trial court and reversed by the Texas Supreme Court in 2007 with an order to the trial court to conduct further proceedings consistent with its ruling.  The underlying lawsuit alleged that certain life insurance policies CICA made available to non-U.S. residents, when combined with a policy feature that allowed certain cash benefits to be assigned to two non-U.S. trusts for the purpose of accumulating ownership of our Class A common stock, along with allowing the policyholders to make additional contributions to the trusts, were actually offers and sales of securities that occurred in Texas by unregistered dealers in violation of the Texas securities laws.  The remedy sought was rescission and return of the insurance premium payments.  On December 9, 2009, the trial court denied the recertification of the class after conducting additional proceedings in accordance with the Texas Supreme Court's ruling.  The remaining plaintiffs must now proceed individually, and not as a class, if they intend to pursue their claims against us.  Since the December 9, 2009 trial court ruling, no individual cases have been further pursued by the plaintiffs.  The probability of the plaintiffs further pursuing their cases individually is unknown.  An estimate of any possible loss or range of losses cannot be made at this time in regard to individuals pursuing claims.  However, should the plaintiffs further pursue their claims individually, we intend to vigorously defend any proceedings.

SPFIC is vigorously defending a lawsuit filed in the aftermath of Hurricane Katrina and currently pending in the United States District Court for the Eastern District of Louisiana (“District Court”).  This matter was filed by the Louisiana Attorney General against SPFIC and every other homeowner insurer doing business in the State of Louisiana, on behalf of the State of Louisiana, as assignee, and on behalf of certain Road Home fund recipients.  Although this lawsuit was originally filed as a class action, the Louisiana Attorney General moved to dismiss the class in 2011 and the motion was granted.  In this matter the State alleged that the insurers failed to pay all damages owed under their policies.  The claims currently pending in this matter are for breach of contract and for declaratory relief on the alleged underpayment of claims by the insurers.  All other claims, including extra-contractual claims, have been dismissed.  SPFIC had moved to dismiss the complaint on the grounds that the State had no standing to bring the lawsuit as an assignee of insureds because of anti-assignment language in the underlying insurance policies.  Now, however, due to a ruling by the Louisiana Supreme Court, SPFIC will not pursue a motion to dismiss, but will preserve the anti-assignment issue in a defense.

There are many potential individual claims at issue in this matter, each of which will require individual analysis and a number of which may be subject to individual defenses, including release, accord and satisfaction, prescription, waiver, and estoppel.  There has been no discovery in connection with this matter.  The court has ordered the State to provide specificity as to its claims in this

26

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements, Continued
June 30, 2012
(Unaudited)

matter.  SPFIC believes its adjusting practices in connection with Katrina homeowners claims were sound and in accordance with industry standards and state law.  There remain significant questions of Louisiana law that have yet to be decided.  In SPFIC's judgment, an estimate of possible loss or range of loss cannot be made at this time. SPFIC intends to vigorously defend all claims asserted and any remaining proceedings.

SPFIC is vigorously defending a number of matters in various stages of development filed in the aftermath of Hurricane Katrina and Hurricane Rita in addition to the Road Home Litigation, including a number of individual lawsuits, which are immaterial to the Company's financial statements.

(8) Convertible Preferred Stock:  Warrants

In July 2004, the Company completed a private placement of Series A-1 Convertible Preferred Stock ("Series A-1 Preferred") to four unaffiliated institutional investors.  The investors were also issued unit warrants to purchase Series A-2 Convertible Preferred Stock ("Series A-2 Preferred").  In 2005, three of the four investors exercised their right to purchase the Series A-2 Preferred.  We also issued to the investors warrants to purchase shares of our Class A common stock at various exercise prices that range from $6.72 to $7.93, with most of them striking at $6.95.  The conversion, exercise and redemption prices, along with the number of shares and warrants, were adjusted for stock dividends paid on December 31, 2004 and 2005.

On July 13, 2009, the Company converted all of its outstanding Series A-1 Preferred and Series A-2 Preferred into Class A common shares in accordance with the mandatory redemption provision of the preferred shareholder agreement dated July 12, 2004.  The total amount of Class A common shares issued as part of the conversion was 1,706,682, inclusive of pro rata dividends due through the conversion date.

There are outstanding warrants to purchase the Company's stock at prices ranging from $6.72 to $7.93, which were issued to investors of the Series A-2 Preferred.  These warrants will expire this year unless exercised. On July 5, 2012, the 56,219 warrants due to expire on July 12, 2012 were exercised and the Company received approximately $378,000 in cash.
As of 6/30/2012
Warrants
Outstanding
 
 Expiration
 Date
 
Exercise
Price
 
Fair
Value
 
 
 
 
 
 
(In thousands)
56,219

 
7/12/2012
 
$
6.72

 
$
170

51,657

 
9/30/2012
 
7.93

 
102

52,121

 
10/6/2012
 
7.86

 
106

159,997

 
 
 
 

 
$
378


The fair value of the warrants is calculated using the Black-Scholes option pricing model and is classified as a liability on the balance sheet in the amount of approximately $378 thousand and $451 thousand at June 30, 2012 and December 31, 2011, respectively.  The change in fair value of warrants is reported as a component of revenue in the statement of comprehensive income.

(9) Income Taxes

The effective tax rate was (18.9)% and 31.3% for the second quarter of 2012 and 2011, respectively and 21.3% and 32.6% for the six months ended June 30, 2012 and 2011, respectively.   In periods where our effective tax rate is lower than the statutory tax rate of 35%, the difference is primarily due to tax exempt state and local bonds, and in some years, to gains arising from the change in fair value of outstanding warrants to purchase Class A common stock. The effective tax rate is lower in the current year compared to 2011 primarily because the Company began purchasing tax-exempt state and local bonds in the second half of 2011 and continued to do so in 2012 in the non-insurance companies where the full tax benefit can be realized.



27

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


(10) Related Party Transactions

The Company has various routine related party transactions in conjunction with our holding company structure, such as a management service agreement related to costs incurred, a tax sharing agreement between entities, and inter-company dividends and capital contributions.  There were no changes related to these relationships during the six months ended June 30, 2012.  See our Annual Report on Form 10-K as of December 31, 2011 for a comprehensive discussion of these transactions.


28

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q are not statements of historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act (the "Act"), including, without limitation, statements specifically identified as forward-looking statements within this document.  Many of these statements contain risk factors as well.  In addition, certain statements in future filings by the Company with the Securities and Exchange Commission, in press releases, and in oral and written statements made by us or with the approval of the Company, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Act.  Examples of forward-looking statements include, but are not limited to:  (i) projections of revenues, income or loss, earnings or loss per share, the payment or non-payment of dividends, capital structure, and other financial items, (ii) statements of our plans and objectives by our management or Board of Directors, including those relating to products or services, (iii) statements of future economic performance and (iv) statements of assumptions underlying such statements.  Words such as "believes," "anticipates," "assumes," "estimates," "plans," "projects," "could," "expects," "intends," "targeted," "may," "will" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those contemplated by the forward-looking statements.  Factors that could cause the Company's future results to differ materially from expected results include, but are not limited to:

Changes in foreign and U.S. general economic, market, and political conditions, including the performance of financial markets and interest rates;
Changes in consumer behavior, which may affect the Company's ability to sell its products and retain business;
The timely development of and acceptance of new products of the Company and perceived overall value of these products and services by existing and potential customers;
Fluctuations in experience regarding current mortality, morbidity, persistency and interest rates relative to expected amounts used in pricing and actuarial valuation of the Company's products;
The performance of our investment portfolio, which may be adversely affected by changes in interest rates, adverse developments and ratings of issuers whose debt securities we may hold, and other adverse macroeconomic events;
Results of litigation we may be involved in;
Changes in assumptions related to deferred acquisition costs and the value of any businesses we may acquire;
Regulatory, accounting or tax changes that may affect the cost of, or the demand for, the Company's products or services;
Our concentration of business from persons residing in Latin America and the Pacific Rim;
Our success at managing risks involved in the foregoing;
Changes in tax laws;
Effects of acquisitions and restructuring, including possible difficulties in integrating and realizing the projected results of acquisitions;
Changes in statutory or U.S. GAAP accounting principles, policies or practices; and
The risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 under the heading "Part II. - Item 1A - Risk Factors."

Such forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

We make available, free of charge, through our Internet website (http://www.citizensinc.com), our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 Reports filed by officers and directors, news

29

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


releases, and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the Securities and Exchange Commission.  We are not including any of the information contained on our website as part of, or incorporating it by reference into, this Quarterly Report on Form 10-Q.

Overview

Citizens is an insurance holding company serving the life insurance needs of individuals in the United States since 1969 and internationally since 1975.  Through our insurance subsidiaries, we pursue a strategy of offering traditional insurance products in niche markets where we believe we are able to achieve competitive advantages.  As of June 30, 2012, we had approximately $1 billion of total assets and approximately $5.3 billion of insurance in force.  Our core insurance operations include issuing and servicing:

U.S. Dollar-denominated ordinary whole life insurance and endowment policies predominantly to high net worth, high income foreign residents, principally in Latin America and the Pacific Rim through independent marketing consultants;
ordinary whole life insurance policies to middle income households concentrated in the Midwest and southern United States through independent marketing consultants; and
final expense and limited liability property policies to middle and lower income households in Louisiana, Arkansas and Mississippi through employee and independent agents in our home service distribution channel.

We were formed in 1969 by our Chairman, Harold E. Riley.  Prior to our formation, Mr. Riley had many years of experience in the international and domestic life insurance business.  Our Company has experienced significant growth through acquisitions in the domestic market and through market expansion in the international market.  We seek to capitalize on the experience of our management team in marketing and operations as we strive to generate bottom line return using knowledge of our niche markets and our well-established distribution channels.  We believe our underwriting processes, policy terms, pricing practices and proprietary administrative systems enable us to be competitive in our current markets, while protecting our shareholders and servicing our policyholders.

Current Financial Highlights

Financial highlights for the three and six-month periods ended June 30, 2012 compared to the same period in 2011 were:

Insurance premiums rose 4.3% and 4.6% for the three and six month period to $41.6 million and $80.7 million in 2012 from $39.9 million and $77.1 million in 2011, primarily from renewal premiums in our life insurance segment.
Net investment income increased 1.5% and 2.6%.  The average yield on the consolidated portfolio was 3.77% for the quarter ended in 2012 compared to 3.92% at December 31, 2011.  For the six month period, the increase in the invested assets due to premium revenue growth offset the decrease in yield.
Claims and surrenders expense increased 8.1% and 3.6% for the three and six months ended 2012 as we experienced higher claims activity in the current year compared to 2011.
Changes in reserves resulted in liability increases due to the increased sales of endowment products that build up reserves at a faster pace than whole life longer term mortality based products. Additionally, the sustained low interest rate environment also results in a higher reserve development due to the lower interest yield assumptions in the current period compared to the prior years. As well as, the fact that policyholder persistency for the periods in 2012 is higher than assumed which results in more reserves in the life segment compared to the prior year periods.


30

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


Our Operating Segments

Our business is comprised of three operating business segments, as detailed below.

Life Insurance
Home Service Insurance
Other Non-Insurance Enterprises

Our insurance operations are the primary focus of the Company, as those operations generate the majority of our income.  See the discussion under Segment Operations for detailed analysis.  The amount of insurance, number of policies, and average face amounts of ordinary life policies issued during the periods indicated are shown below.
 
Six Months Ended June 30,
 
2012
 
2011
 
Amount of
Insurance
Issued
 
Number of
Policies
Issued
 
Average Policy
Face Amount
Issued
 
Amount of
Insurance
Issued
 
Number of
Policies
Issued
 
Average Policy
Face Amount
Issued
Life
$
150,810,098

 
2,669

 
$
56,504

 
$
181,852,410

 
2,765

 
$
65,769

Home Service
107,567,079

 
15,390

 
6,989

 
106,882,545

 
14,726

 
7,258

Note:  All discussions below compare or state results for the three and six-month periods ended June 30, 2012 compared to the three and six-month periods ended June 30, 2011.

Consolidated Results of Operations

A discussion of consolidated results is presented below, followed by a discussion of segment operations and financial results by segment.

31

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


Revenues

Revenues are generated primarily by insurance premiums and investment income on invested assets.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
Premiums:
 
 
 
 
 
 
 
Life insurance
$
39,945

 
38,231

 
77,351

 
73,842

Accident and health insurance
417

 
396

 
830

 
768

Property insurance
1,234

 
1,259

 
2,511

 
2,504

Net investment income
7,612

 
7,503

 
15,189

 
14,803

Realized investment gains (losses), net
246

 
(13
)
 
344

 
6

Decrease in fair value of warrants
37

 
816

 
73

 
1,215

Other income
111

 
104

 
209

 
227

Total revenues
49,602

 
48,296

 
96,507

 
93,365

Exclude fair value adjustments
(37
)
 
(816
)
 
(73
)
 
(1,215
)
Total revenues excluding fair value adjustments
$
49,565

 
47,480

 
96,434

 
92,150


Premium Income.  Premium income derived from life, accident and health, and property insurance sales increased 4.3% and 4.6% in 2012 for the three and six months compared to the same periods ending June 30, 2011, primarily resulting from the life segment as discussed below.

Net investment income performance is summarized as follows.
 
June 30,
 
December 31,
 
June 30,
 
2012
 
2011
 
2011
 
(In thousands, except for %)
Net investment income, annualized
$
30,378

 
30,099

 
29,606

Average invested assets, at amortized cost
806,835

 
767,079

 
738,490

Annualized yield on average invested assets
3.77
%
 
3.92
%
 
4.01
%

Yields on invested assets vary between segment operations due to different portfolio mixes in the segments.  The life segment invests more in U.S. government securities while the home service segment has a larger investment in the corporate and municipal sectors.


32

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


Investment income from debt securities accounted for approximately 83.0% and 82.3% of total investment income for the three and six months ended June 30, 2012.  We continue to hold investments in bonds of U.S. Government-sponsored enterprises, such as Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”), which comprised 24.3% of the total fixed maturity portfolio based on amortized cost at June 30, 2012.  We have increased our investment purchases of corporate and municipal securities over the past several quarters, focusing on utility service sectors in corporate securities.  In addition, we have invested in bond mutual funds as these securities offer a competitive yield with a shorter duration.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Gross investment income:
 
 
 
 
 
 
 
Fixed maturity securities
$
6,657

 
6,733

 
13,199

 
13,250

Equity securities
451

 
378

 
1,009

 
575

Mortgage loans
18

 
24

 
45

 
51

Policy loans
803

 
709

 
1,613

 
1,419

Long-term investments
56

 
54

 
121

 
107

Other investment income
37

 
8

 
57

 
83

Total investment income
8,022

 
7,906

 
16,044

 
15,485

Investment expenses
(410
)
 
(403
)
 
(855
)
 
(682
)
Net investment income
$
7,612

 
7,503

 
15,189

 
14,803


The purchase of bond mutual funds has resulted in increased dividend income for the three and six months ended in the current year compared to the same periods a year ago.  In addition, the increase in the asset balance of policy loans, which represents policyholders utilizing their accumulated policy cash value, contributed to the increase to investment income.

Change in Fair Value of Warrants.  The Company adjusts the liability related to its outstanding warrants to purchase shares of Class A common stock at each reporting date to reflect the current fair value of the warrants computed based on the Class A common stock value calculated using the Black-Scholes option pricing model.  As the Class A common stock value increases and decreases, the change in the warrant liability also increases and decreases in inverse order.  The adjustment to fair value is recorded as an increase or decrease in the fair value of the warrants in the consolidated statement of operations.  The remaining warrants have or will expire at various dates during the second half of 2012.  See Note 8 - Convertible Preferred Stock:  Warrants of the accompanying financial statements for further discussion.


33

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


Benefits and Expenses
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Benefits and expenses:
 
 
 
 
 
 
 
Insurance benefits paid or provided:
 
 
 
 
 
 
 
Claims and surrenders
$
16,109

 
14,905

 
30,863

 
29,784

Increase in future policy benefit reserves
16,751

 
13,000

 
30,892

 
25,318

Policyholders' dividends
2,281

 
1,920

 
4,155

 
3,582

Total insurance benefits paid or provided
35,141

 
29,825

 
65,910

 
58,684

Commissions
9,731

 
9,930

 
18,395

 
19,002

Other general expenses
6,342

 
6,698

 
12,958

 
13,101

Capitalization of deferred policy acquisition costs
(7,044
)
 
(7,364
)
 
(12,983
)
 
(14,005
)
Amortization of deferred policy acquisition costs
4,433

 
4,071

 
8,559

 
8,309

Amortization of cost of customer relationships  acquired
660

 
758

 
1,236

 
1,405

Total benefits and expenses
$
49,263

 
43,918

 
94,075

 
86,496

 
Claims and Surrenders.  A detail of claims and surrender benefits is provided below.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Death claims
$
5,752

 
4,588

 
11,477

 
10,614

Surrender benefits
5,034

 
5,387

 
9,667

 
9,749

Endowments
4,153

 
3,618

 
7,633

 
7,019

Property claims
499

 
462

 
863

 
1,015

Accident and health benefits
63

 
150

 
138

 
255

Other policy benefits
608

 
700

 
1,085

 
1,132

Total claims and surrenders
$
16,109

 
14,905

 
30,863

 
29,784


Increase in Future Policy Benefit Reserves.  The increase in future policy benefit reserves for the three and six months ended June 30, 2012, were impacted by better than anticipated persistency in the life segment, and we are recognizing the effect of the current low interest rate environment on reserves for policies issued in the last few years, which results in higher reserve build up compared to prior issue years. In addition, we continue to experience growth in new sales of endowment products, which require higher initial reserve levels, than whole life products.

Policyholder Dividends.  All of our international policies are participating, and the dividends are factored into the premium rates charged.  As policy provisioned dividend rates generally increase each year that a policy is in force, dividend expense is expected to increase as this block of insurance becomes more seasoned.

Commissions.  Commission expense is directly related to new and renewal insurance premium fluctuations and production levels by agents and associates.  Commission expense decreased from the prior year, as renewal premiums, which have lower commission rates, comprised a larger portion of revenues in the current year.

34

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012



Capitalized and Amortized Deferred Policy Acquisition Costs.  Costs capitalized under current accounting guidance include certain commissions, policy issuance costs, and underwriting and agency expenses that relate to successful sales efforts for insurance contracts.  The decrease for the three and six months of 2012 compared to the same periods in 2011 is the result of a decrease in first year premium production in the current year.  Though premium revenue increased in the current year, it was related to an increase in renewal premiums compared to the prior year.  Commissions paid on renewal premiums are significantly lower than that paid on first year business.  

Amortization for the three and six months ended June 30, 2012, include certain adjustments to refine estimates that increased amortization by $0.5 million and $0.7 million which affects current year comparability.  Amortization of deferred policy acquisition costs is impacted by persistency and may fluctuate from year to year.

Federal Income Tax.  The effective tax rates for the three and six-month periods ended June 30, 2012, were (18.9)% and 21.3% versus 31.3% and 32.6% for the same periods in 2011.  Differences between our effective tax rate and the statutory tax rate result from income and expense items that are treated differently for financial reporting and tax purposes.  See Note 9 - Income Taxes in the consolidated financial statements for further discussion.

Segment Operations

The Company has three reportable segments:  Life Insurance, Home Service Insurance and Other Non-Insurance Enterprises.  These segments are reported in accordance with U.S. GAAP.  The Company evaluates profit and loss performance of its segments based on net income or loss before income taxes.
 
Income (Loss) Before Income Taxes
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Life Insurance
$
(952
)
 
1,569

 
(863
)
 
2,191

Home Service Insurance
1,846

 
2,549

 
4,238

 
4,369

Other Non-Insurance Enterprises
(555
)
 
260

 
(943
)
 
309

Total
$
339

 
4,378

 
2,432

 
6,869


Life Insurance

Our Life Insurance segment issues ordinary whole life insurance domestically and U.S. Dollar-denominated ordinary whole-life policies to foreign residents.  These contracts are designed to provide a fixed amount of insurance coverage over the life of the insured.  Additionally, the Company issues endowment contracts, which are principally accumulation contracts that incorporate an element of life insurance protection.  For the majority of our business, we retain only the first $100,000 of risk on any one life.  We operate this segment through CICA and CNLIC insurance subsidiaries.


35

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


International Sales

We focus our sales of U.S. Dollar-denominated ordinary whole life insurance and endowment policies to high net worth, high income residents in Latin America and the Pacific Rim.  We have successfully participated in the foreign marketplace since 1975, and we continue to seek opportunities for expansion of our foreign operations.  We believe positive attributes of our international insurance business include:

larger face amount policies typically issued when compared to our U.S. operations, which results in lower underwriting and administrative costs per unit of coverage;
premiums typically paid annually rather than monthly or quarterly, which reduces our administrative expenses, accelerates cash flow and results in lower policy lapse rates than premiums with more frequently scheduled payments; and
comparable persistency levels and mortality rates as experienced with U.S. policies.

International Products

We offer several ordinary whole life insurance and endowment products designed to meet the needs of our non-U.S. policyowners.  These policies have been structured to provide:

U.S. Dollar-denominated cash values that accumulate, beginning in the first policy year, to a policyholder during his or her lifetime;
premium rates that are competitive with or better than most foreign local companies;
a hedge against local currency inflation;
protection against devaluation of foreign currency;
capital investment in the United States’ more secure economic environment; and
lifetime income guarantees for an insured or for surviving beneficiaries.

Our international products have living benefit features.  Every policy contains guaranteed cash values and is participating (i.e., provides for cash dividends as apportioned by the board of directors).  Once a policyowner pays the annual premium and the policy is issued, we immediately pay the owner a cash dividend as well as an annual guaranteed endowment, if elected.  The policyowner has several options with regard to the dividend and annual guaranteed endowments, including the right to assign policy values to our stock investment plan, registered under the Securities Act of 1933 (the "Securities Act") and administered in the United States by our unaffiliated transfer agent.

The following table sets forth, by country, our direct premiums from our international life insurance business for the periods indicated.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Country
 
 
 
 
 
 
 
Venezuela
$
6,401

 
5,165

 
11,458

 
9,669

Colombia
5,571

 
5,457

 
11,163

 
10,402

Taiwan
3,497

 
3,382

 
7,317

 
7,237

Ecuador
3,620

 
3,432

 
6,792

 
6,415

Argentina
2,288

 
2,349

 
4,193

 
4,210

Other Non-U.S.
7,365

 
7,092

 
14,058

 
13,619

Total
$
28,742

 
26,877

 
54,981

 
51,552


36

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


 
Domestic Sales

In the Midwest and the southern United States, we seek to serve middle income households through the sale of cash accumulation ordinary whole life insurance products.  The majority of our inforce business results from blocks of business of insurance companies we have acquired over the past fifteen years.

Domestic Products

Our domestic life insurance products focus primarily on living needs and provide benefits focused toward accumulating money for living benefits while providing a modest death benefit for the policyowner.  The features of our domestic life insurance products include:

cash accumulation/living benefits;
tax-deferred annuity interest earnings;
guaranteed lifetime income or monthly income options for the policyowner or surviving family members;
accidental death benefit coverage options; and
an option to waive premium payments in the event of disability.

Our life insurance products are principally designed to address the insured's concern about outliving his or her monthly income, while at the same time providing death benefits.  The primary purpose of our product portfolio is to help the insured create capital for needs such as retirement income, children's higher education funds, business opportunities, emergencies and health care needs.

The following table sets forth our direct premiums by state for the periods indicated.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
State
 
 
 
 
 
 
 
Texas
$
1,260

 
1,464

 
2,490

 
2,717

Indiana
438

 
483

 
855

 
982

Mississippi
307

 
159

 
498

 
443

Oklahoma
232

 
254

 
423

 
511

Missouri
210

 
110

 
371

 
318

Other States
639

 
965

 
1,368

 
1,717

Total
$
3,086

 
3,435

 
6,005

 
6,688


A number of domestic life insurance companies we acquired had blocks of accident and health insurance policies, which we did not consider to be a core part of our business.  We have ceded this business to an unaffiliated insurance company under a coinsurance agreement, under which it assumes substantially all of our accident and health policies.  The premium amounts ceded under the coinsurance agreement for the six months ended June 30, 2012 and 2011 were $2.0 million and $2.3 million, respectively.






37

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012



The results of operations for the life insurance segment for the periods indicated are as follows.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Revenue:
 
 
 
 
 
 
 
Premiums
$
30,601

 
29,016

 
58,770

 
55,536

Net investment income
4,253

 
4,058

 
8,411

 
7,925

Realized investment gains, net
187

 
4

 
189

 
4

Other income
75

 
77

 
132

 
164

Total revenue
35,116

 
33,155

 
67,502

 
63,629

Benefits and expenses:
 
 
 
 
 
 
 
Insurance benefits paid or provided:
 
 
 
 
 
 
 
Claims and surrenders
10,772

 
10,456

 
20,699

 
19,857

Increase in future policy benefit reserves
16,201

 
12,015

 
29,419

 
23,824

Policyholders' dividends
2,268

 
1,901

 
4,130

 
3,544

Total insurance benefits paid or provided
29,241

 
24,372

 
54,248

 
47,225

Commissions
5,990

 
6,058

 
11,012

 
11,400

Other general expenses
2,411

 
2,885

 
5,331

 
5,739

Capitalization of deferred policy acquisition costs
(5,507
)
 
(5,672
)
 
(10,019
)
 
(10,737
)
Amortization of deferred policy acquisition costs
3,749

 
3,660

 
7,400

 
7,312

Amortization of cost of customer relationships acquired
184

 
283

 
393

 
499

Total benefits and expenses
36,068

 
31,586

 
68,365

 
61,438

Income (loss) before income tax expense
$
(952
)
 
1,569

 
(863
)
 
2,191


Premiums.  Premium revenues increased for the three and six month periods ended June 30, 2012, compared to the same periods in 2011 due to international renewal business, which experienced strong persistency as this block of insurance ages.

Life insurance premium breakout is detailed below.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Premiums:
 
 
 
 
 
 
 
First year
$
4,293

 
4,623

 
7,632

 
8,721

Renewal
26,308

 
24,393

 
51,138

 
46,815

Total premiums
$
30,601

 
29,016

 
58,770

 
55,536



38

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


Net Investment Income.  Net investment income was negatively impacted by the low interest rate environment, which has resulted in declining portfolio yields.
 
Six Months Ended
 
Year Ended
 
Six Months Ended
 
June 30,
 
December 31,
 
June 30,
 
2012
 
2011
 
2011
 
(In thousands, except for %)
Net investment income, annualized
$
16,822

 
16,401

 
15,850

Average invested assets, at amortized cost
$
474,530

 
443,707

 
426,916

Annualized yield on average invested assets
3.55
%
 
3.70
%
 
3.71
%
 
Claims and Surrenders.  These amounts fluctuate from period to period but were within anticipated ranges based upon management's expectations.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Death claims
$
1,786

 
1,498

 
3,766

 
3,346

Surrender benefits
4,305

 
4,690

 
8,343

 
8,436

Endowment benefits
4,147

 
3,619

 
7,620

 
7,014

Accident and health benefits
51

 
86

 
106

 
157

Other policy benefits
483

 
563

 
864

 
904

Total claims and surrenders
$
10,772

 
10,456

 
20,699

 
19,857


Death claims expense was higher for the three and six months in 2012 due to more reported claims. Mortality experience is closely monitored by the Company as a key performance indicator and these amounts were within expected levels.
The majority of policy surrender benefits paid is attributable to our international business and was related to policies that have been in force over fifteen years, where surrender charges are no longer applicable.
Endowment benefit expense results from the election by policyholders of a product feature that provides an annual benefit.  This is a fixed benefit over the life of the contract, and this expense will increase with new sales and improved persistency.
Other policy benefits result primarily from interest paid on premium deposits and dividend accumulations on policyholder liability accounts.

Increase in Future Policy Benefit Reserves.   Policy benefit reserves increased for the three and six months ended June 30, 2012 compared to the same period in 2011, as we experienced better than anticipated persistency, which accounted for about half of the increase in the reserve compared to the prior year. In addition, we are recognizing the effect of the current low interest rate environment on reserves for policies issued in the last few years which results in higher reserve build up on new policies compared to prior issue years. The accounting guidance of long duration contracts that we sell requires the Company to “lock in” the original assumptions such as mortality, interest, surrenders and expenses at the time the initial policies are written, therefore gains or losses attributable to actual experience that differs from the original assumptions flows through the income statement in the period in which the differences occur.

We continue to experience growth in new sales of endowment products, which require higher initial reserve levels than whole life products. Endowment sales have become more popular relative to our international sales in the past few years, representing approximately 79% and 75% of total new first year premium through the first six months in 2012 and 2011, respectively.


39

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


 

Commissions.  Commission expense decreased for the three and six months ended June 30, 2012, compared to the same periods in 2011.  This expense fluctuates directly with new premium revenues, which were lower in the three months ended 2012 compared to 2011, despite the rise in total premiums for the current year.  Commission rates paid to agents are higher on first year premium sales, which were down 12.5% in 2012 compared to 2011.  Renewal premiums for the three and six months ended, which pay commissions at lower rates, are up $1.9 million and $4.3 million, respectively, in 2012 from the prior year.

Other General Expenses.  The expenses are allocated by segment, based upon an annual expense study performed by the Company, and were down period to period due to lower audit and actuarial fees.

Capitalization of Deferred Policy Acquisition Costs ("DAC").  Capitalized costs decreased for the three and six months ended June 30, 2012, due to the lower first year premiums and an increase in renewal commissions paid during the period, which have a lower commission rate than first year business.  DAC capitalization is directly correlated to fluctuations in first year commissions.

Amortization of Deferred Policy Acquisition Costs.  Amortization for 2012 was up compared to 2011, due primarily to adjustments to refine estimates that increased amortization by $0.3 million for the three and six months ended June 30, 2012. This impact is offset by the fact that overall persistency is up which results in lower amortization expense.

Home Service Insurance

We operate in the Home Service market through our subsidiaries Security Plan Life Insurance Company ("SPLIC") and Security Plan Fire Insurance Company ("SPFIC"), and focus on the life insurance needs of the middle and lower income markets, primarily in Louisiana, Mississippi and Arkansas.  Our policies are sold and serviced through a home service marketing distribution system of employee-agents who work full time on a route system and through funeral homes that sell policies, collect premiums and service policyholders.

The following table sets forth our direct premiums by state for the periods indicated.

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
State
 
 
 
 
 
 
 
Louisiana
$
10,542

 
10,337

 
20,868

 
20,479

Arkansas
470

 
477

 
997

 
998

Mississippi
118

 
92

 
228

 
184

Other States
242

 
247

 
480

 
497

Total
$
11,372

 
11,153

 
22,573

 
22,158


Home Service Insurance Products

Our home service insurance products consist primarily of small face amount ordinary whole life and pre-need policies, which are designed to fund final expenses for the insured, primarily consisting of funeral and burial costs.  To a much lesser extent, our home service insurance segment sells limited-liability, named-peril property policies covering dwellings and contents.  We provide $30,000 maximum coverage on any one dwelling and contents, while content only coverage and dwelling only coverage is limited to $20,000, respectively.


40

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


We provide final expense ordinary life insurance and annuity products primarily to middle and lower income individuals primarily in Louisiana, Mississippi and Arkansas.  New products were approved for sale in Mississippi since the beginning of 2012 and we expect to increase sales as we expand our marketing force in this state.

The results of operations for the home service insurance segment for the periods indicated are as follows.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Revenue:
 
 
 
 
 
 
 
Premiums
$
10,995

 
10,870

 
21,922

 
21,578

Net investment income
3,075

 
3,275

 
6,230

 
6,512

Realized investment gains (losses), net
40

 
(17
)
 
127

 
2

Other income
6

 
6

 
12

 
14

Total revenue
14,116

 
14,134

 
28,291

 
28,106

Benefits and expenses:
 
 
 
 
 
 
 
Insurance benefits paid or provided:
 
 
 
 
 
 
 
Claims and surrenders
5,337

 
4,449

 
10,164

 
9,927

Increase in future policy benefit reserves
550

 
985

 
1,473

 
1,494

Policyholders' dividends
13

 
19

 
25

 
38

Total insurance benefits paid or provided
5,900

 
5,453

 
11,662

 
11,459

Commissions
3,741

 
3,872

 
7,383

 
7,602

Other general expenses
3,006

 
3,066

 
5,970

 
6,041

Capitalization of deferred policy acquisition costs
(1,537
)
 
(1,692
)
 
(2,964
)
 
(3,268
)
Amortization of deferred policy acquisition costs
684

 
411

 
1,159

 
997

Amortization of cost of customer relationships acquired
476

 
475

 
843

 
906

Total benefits and expenses
12,270

 
11,585

 
24,053

 
23,737

Income before income tax expense
$
1,846

 
2,549

 
4,238

 
4,369


Premiums.  The premium increases of 1.6% for the six month period in 2012 were due to a small block of policies acquired in the latter part of 2011 that are reflected in the current year results.

Net Investment Income.  Net investment income for our home service insurance segment portfolio yields are as follows.

 
Six Months Ended
 
Year Ended
 
Six Months Ended
 
June 30,
 
December 31,
 
June 30,
 
2012
 
2011
 
2011
 
(In thousands, except for %)
Net investment income, annualized
$
12,460

 
12,861

 
13,024

Average invested assets, at amortized cost
289,373

 
287,553

 
280,835

Annualized yield on average invested assets
4.31
%
 
4.47
%
 
4.61
%
 
Realized Investment Gains (Losses), Net.  Net realized gains for the three and six months ended June 30, 2012 were due to calls

41

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


of debt securities.

Claims and Surrenders.  Claims and surrenders increased for the three and six months ended June 30, 2012, compared to the same period in 2011, as reported claims increased compared to the prior year, but were within expected ranges.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
 
(In thousands)
Death claims
$
3,966

 
3,090

 
7,711

 
7,268

Surrender benefits
729

 
697

 
1,324

 
1,313

Endowment benefits
6

 
(1
)
 
13

 
5

Property claims
499

 
462

 
863

 
1,015

Accident and health benefits
12

 
64

 
32

 
98

Other policy benefits
125

 
137

 
221

 
228

Total claims and surrenders
$
5,337

 
4,449

 
10,164

 
9,927


Death claims expense increased for the three and six months in 2012 due to an increase in reported claims.   In the second quarter of 2011, the Company released $0.3 million of incurred but unreported death claims liability. Mortality experience is closely monitored by the Company as a key performance indicator and these amounts were within expected levels.
Property claims increased 8.0% for the three months ended related to weather activity in the quarter but decreased for the six months of 2012 compared to the same periods in 2011, because of fewer reported claims.

Increase in Future Policy Benefit Reserves.  Reserves decreased for the three and six months in 2012 as the Company recorded a decrease relative to the change made from ungrouping certain prior issue year reserve model plans from six groups to twenty-eight groups due to non-homogeneous policy characteristics determined after further actuarial review of experience. This resulted in a decrease to reserves of approximately $0.2 million for the three and six months in 2012.
 
Commissions.  Commission expense decreased for the three and six months ended June 30, 2012, compared to the same periods in 2011 becuase agents are compensated for month to month route premium growth which has been impacted by increased policy lapses. This results in a lower commission to premium relationship as compensation is reduced.

Other General Expenses.  The expenses are allocated by segment based upon an annual expense study performed by the Company and remained relatively flat between 2012 and 2011.

Capitalization of Deferred Policy Acquisition Costs ("DAC").  Capitalized costs decreased slightly for the three and six months ended June 30, 2012, as commissions expense also decreased during the period.  DAC capitalization is directly correlated to fluctuations in commissions.

Amortization of Deferred Policy Acquisition Costs.  Amortization for the three and six months ended in the current year increased as this segment experienced lower persistency compared to the prior year, which results in higher amortization. In addition, a change was made relative to ungrouping certain plans for developing actuarial derived values, as noted above, which had an impact of increasing amortization for the three and six months ended in the current year by $0.3 million and $0.4 million, respectively. Amortization for the six month period of 2011 includes an adjustment that resulted in an increase of $0.3 million due to a refinement in an estimate using system generated information related to SPLIC assumptions.


42

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


Other Non-Insurance Enterprises

This segment represents the administrative support entities to the insurance operations whose revenues are primarily intercompany and have been eliminated in consolidation under GAAP.  The segment loss reported for the three and six months of 2012 was primarily due to significantly lower gains from the change in fair value of warrants.

Investments

The administration of our investment portfolios is handled by our management, pursuant to board-approved investment guidelines, with all trading activity approved by a committee of the respective boards of directors of our insurance company subsidiaries.  The guidelines used require that fixed maturities, both government and corporate, are of high quality and comprise a majority of the investment portfolio.  State insurance statutes prescribe the quality and percentage of the various types of investments that may be made by insurance companies and generally permit investment in qualified state, municipal, federal and foreign government obligations, high quality corporate bonds, preferred and common stock, mortgage loans and real estate within certain specified percentages.  The assets are intended to mature in accordance with the average maturity of the insurance products and to provide the cash flow for our insurance company subsidiaries to meet their respective policyholder obligations.

The following table shows the carrying value of our investments by investment category and cash and cash equivalents, and the percentage of each to total invested cash, cash equivalents and investments.
 
June 30, 2012
 
December 31, 2011
 
Carrying
Value
 
% of Total
Carrying Value
 
Carrying
Value
 
% of Total
Carrying Value
 
(In thousands)
 
 
 
(In thousands)
 
 
Marketable securities:
 
 
 
 
 
 
 
U.S. Treasury and U.S. Government-sponsored enterprises
$
188,554

 
20.6
 
$
321,186

 
36.8
States and political subdivisions
283,440

 
31.1
 
216,202

 
24.8
Corporate
260,955

 
28.6
 
195,374

 
22.4
Mortgage-backed (1)
7,805

 
0.9
 
8,849

 
1.0
Foreign governments
143

 
 
142

 
Short-term investments
4,385

 
0.5
 
2,048

 
0.2
Total marketable securities
745,282

 
81.7
 
743,801

 
85.2
Cash and cash equivalents
68,916

 
7.6
 
33,255

 
3.8
Other investments:
 

 
 
 
 

 
 
Policy loans
41,114

 
4.5
 
39,090

 
4.5
Equity securities
46,409

 
5.1
 
46,137

 
5.3
Mortgage loans
1,535

 
0.2
 
1,557

 
0.2
Real estate
8,565

 
0.9
 
8,539

 
1.0
Other long-term investments
94

 
 
105

 
Total cash, cash equivalents and investments
$
911,915

 
100.0
 
$
872,484

 
100.0
(1) Includes $7.2 million and $8.1 million of U.S. Government-sponsored enterprises at June 30, 2012, and December 31, 2011, respectively.

The Company increased holdings in investment grade municipals and corporate securities during the three and six months of 2012.  Cash and cash equivalents increased as of June 30, 2012 due to timing of cash inflows and investment into marketable securities.

The held-to-maturity portfolio as of June 30, 2012, represented 22.5% of the total fixed maturity securities owned based upon

43

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


carrying values, with the remaining 65.4% classified as available-for-sale.  Held-to-maturity securities are reported in the financial statements at amortized cost and available-for-sale securities are reported at fair value.

The following table sets forth the distribution of the credit ratings of our portfolio of fixed maturity securities by carrying value as of June 30, 2012 and December 31, 2011.
 
June 30, 2012
 
December 31, 2011
 
Carrying
Value
 
% of Total
Carrying Value
 
Carrying
Value
 
% of Total
Carrying Value
 
(In thousands)
 
 
 
(In thousands)
 
 
AAA
$
49,643

 
6.7
 
$
46,663

 
6.3
AA
378,622

 
51.1
 
482,869

 
65.1
A
161,669

 
21.8
 
99,266

 
13.4
BBB
131,517

 
17.8
 
95,558

 
12.9
BB and other
19,446

 
2.6
 
17,397

 
2.3
Totals
$
740,897

 
100.0
 
$
741,753

 
100.0

The Company made new investments in the A and BBB credit categories of corporate bonds, primarily public utility issuers.

Credit ratings reported for the periods indicated are assigned by a Nationally Recognized Statistical Rating Organization (“NRSRO”) such as Moody’s Investors Service, Standard & Poor’s or Fitch Ratings.  A credit rating assigned by an NRSRO is a quality based rating, with AAA representing the highest quality and D the lowest, with BBB and above being considered investment grade.  In addition, the Company may use credit ratings of the National Association of Insurance Commissioners (“NAIC”) Securities Valuation Office (“SVO”) as assigned, if there is no NRSRO rating.  Securities rated by the SVO are grouped in the equivalent NRSRO category as stated by the SVO and securities that are not rated by an NRSRO are included in the “other” category.

The Company has no direct sovereign European debt exposure as of June 30, 2012.  We do have indirect exposure in one bond mutual fund holding, but the amount is deemed immaterial to the current investment holdings and consolidated financials.

As of June 30, 2012, the Company held municipal securities that include third party guarantees.  Detailed below is a presentation by NRSRO rating of our municipal holdings by funding type.

Municipals shown including third party guarantees
 
June 30, 2012
 
General Obligation
 
Special Revenue
 
Total
 
% Based on
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Amortized
Cost
 
(In thousands)
 
 
AAA
$
21,911

 
19,655

 
9,625

 
8,832

 
31,536

 
28,487

 
10.6
AA
63,254

 
58,445

 
107,842

 
99,000

 
171,096

 
157,445

 
58.3
A
8,083

 
8,098

 
62,288

 
60,953

 
70,371

 
69,051

 
25.6
BBB
513

 
515

 
9,113

 
9,131

 
9,626

 
9,646

 
3.6
BB and other

 

 
4,664

 
5,190

 
4,664

 
5,190

 
1.9
Total
$
93,761

 
86,713

 
193,532

 
183,106

 
287,293

 
269,819

 
100.0
 



44

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


Municipals shown excluding third party guarantees
 
June 30, 2012
 
General Obligation
 
Special Revenue
 
Total
 
% Based on
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Amortized
Cost
 
(In thousands)
 
 
AAA
$
21,911

 
19,655

 
9,625

 
8,832

 
31,536

 
28,487

 
10.6
AA
60,855

 
56,101

 
75,055

 
67,978

 
135,910

 
124,079

 
46.0
A
10,482

 
10,442

 
90,623

 
87,554

 
101,105

 
97,996

 
36.3
BBB
513

 
515

 
13,565

 
13,552

 
14,078

 
14,067

 
5.2
BB and other

 

 
4,664

 
5,190

 
4,664

 
5,190

 
1.9
Total
$
93,761

 
86,713

 
193,532

 
183,106

 
287,293

 
269,819

 
100.0

The Company held investments in special revenue bonds that had a greater than 10% exposure based upon activity as noted in the table below.


Fair Value
 
Amortized
Cost
 
% of Total
Fair Value
 
(In thousands)
 
 
Electricity power improvements
$
41,620

 
40,022

 
14.5
Public improvements
35,735

 
34,179

 
12.4


45

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


The tables below represent the Company's exposure of municipal holdings in Louisiana and Texas, which exceed 10% of the total municipal portfolio as of June 30, 2012.
 
June 30, 2012
 
General Obligation
 
Special Revenue
 
Total
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
(In thousands)
Louisiana securities including third party guarantees
 
 
 
 
 
 
 
 
 
 
 
AA
$
9,714

 
8,902

 
18,285

 
17,202

 
27,999

 
26,104

A
126

 
121

 
14,369

 
13,644

 
14,495

 
13,765

BBB
513

 
515

 
4,789

 
4,797

 
5,302

 
5,312

BB and other

 

 
4,664

 
5,189

 
4,664

 
5,189

Total
$
10,353

 
9,538

 
42,107

 
40,832

 
52,460

 
50,370

Louisiana securities excluding third party guarantees
 

 
 

 
 

 
 

 
 

 
 

AA
$
8,600

 
7,858

 
12,709

 
12,033

 
21,309

 
19,891

A
1,240

 
1,165

 
18,637

 
17,542

 
19,877

 
18,707

BBB
513

 
515

 
6,098

 
6,068

 
6,611

 
6,583

BB and other

 

 
4,663

 
5,189

 
4,663

 
5,189

Total
$
10,353

 
9,538

 
42,107

 
40,832

 
52,460

 
50,370

Texas securities including third party guarantees
 

 
 

 
 

 
 

 
 

 
 

AAA
$
21,911

 
19,655

 
5,105

 
4,603

 
27,016

 
24,258

AA
9,451

 
8,982

 
11,202

 
10,817

 
20,653

 
19,799

A
2,707

 
2,676

 
8,593

 
8,548

 
11,300

 
11,224

BBB

 

 
4,323

 
4,335

 
4,323


4,323

Total
$
34,069

 
31,313

 
29,223

 
28,303

 
63,292

 
59,616

Texas securities excluding third party guarantees
 

 
 

 
 

 
 

 
 

 
 

AAA
$
21,911

 
19,655

 
5,106

 
4,603

 
27,017

 
24,258

AA
8,787

 
8,306

 
7,526

 
7,191

 
16,313

 
15,497

A
3,371

 
3,352

 
12,268

 
12,174

 
15,639

 
15,526

BBB

 

 
4,323

 
4,335

 
4,323

 
4,335

Total
$
34,069

 
31,313

 
29,223

 
28,303

 
63,292

 
59,616


The Company invests in municipal securities of issuers in the state of Louisiana and receives a credit that reduces its premium tax liability in that state.  At June 30, 2012, total holdings of municipal securities in Louisiana represented 18.3% of all municipal holdings based upon fair value.  The Company also holds 22.0% of its municipal holdings in Texas issuers.  There were no other states or individual issuer holdings that represented or exceeded 10% of the total municipal portfolio as of June 30, 2012.

Valuation of Investments

We evaluate the carrying value of our fixed maturity and equity securities at least quarterly.  The Company monitors all debt and equity 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 assessment of whether impairments have occurred is based on a case-by-case evaluation of underlying reasons for the decline in fair value.  The Company determines other-than-temporary impairment

46

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


by reviewing all relevant evidence related to the specific security issuer 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.

When an other-than-temporary impairment has occurred, the amount of the other-than-temporary impairment recognized in earnings depends on whether the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis.  If the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis, the other-than-temporary impairment is recognized in earnings equal to the entire difference between the investment's cost and its fair value at the balance sheet date.  If the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the other-than-temporary impairment is separated into the following:  a) the amount representing the credit loss; and b) the amount related to all other factors.  The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings.  The amount of the total other-than-temporary impairment related to other factors is recognized in other comprehensive income, net of applicable taxes.  The previous amortized cost basis less the other-than-temporary impairment recognized in earnings becomes the new amortized cost basis of the investment.  The new amortized cost basis is not adjusted for subsequent recoveries in fair value.

The Company did not recognize any other-than-temporary impairments for the three and six months ended June 30, 2012 or 2011.

Liquidity and Capital Resources

Liquidity refers to a company's ability to generate sufficient cash flows to meet the needs of its operations.  Liquidity is managed on insurance operations and seeks to ensure stable and reliable sources of cash flows to meet obligations provided by a variety of sources.

Liquidity requirements of the Company are met primarily by funds provided from operations.  Premium deposits and revenues, investment income and investment maturities are the primary sources of funds, while investment purchases, policy benefits, and operating expenses are the primary uses of funds.  We historically have not had to liquidate investments to provide cash flow and did not do so during the first six months of 2012.  Our investments as of June 30, 2012, consist of 65.4% of marketable debt securities classified as available-for-sale that could be readily converted to cash for liquidity needs.

A primary liquidity concern is the risk of an extraordinary level of early policyholder withdrawals.  We include provisions within our insurance policies, such as surrender charges, that help limit and discourage early withdrawals.  Since these contractual withdrawals, as well as the level of surrenders experienced, were largely consistent with our assumptions in asset liability management, our associated cash outflows have, to date, not had an adverse impact on our overall liquidity.  Individual life insurance policies are less susceptible to withdrawal than annuity reserves and deposit liabilities because policyholders may incur surrender charges and undergo a new underwriting process in order to obtain a new insurance policy.  Cash flow projections and cash flow tests under various market interest rate scenarios are also performed annually to assist in evaluating liquidity needs and adequacy.  We currently anticipate that available liquidity sources and future cash flows will be adequate to meet our needs for funds.

Cash flows from our insurance operations have been sufficient to meet current needs.  Cash flows from operating activities were $30.2 million and $28.0 million for the six months ended June 30, 2012 and 2011, respectively.  We have traditionally also had significant cash flows from both scheduled and unscheduled investment security maturities, redemptions, and prepayments.  These cash flows, for the most part, are reinvested in fixed income securities.  Net cash inflows from investing activities totaled $4.0 million for the six months ended June 30, 2012, with net cash outflows for the six months ended June 30, 2012 of $20.7 million.  The 2012 net cash inflows from investing activities resulted primarily from an increase in cash balances of $35.7 million that was awaiting investment in suitable long-term securities.
 
The NAIC has established minimum capital requirements in the form of Risk-Based Capital ("RBC").  RBC factors the type of business written by an insurance company, the quality of its assets, and various other aspects of an insurance company's business to develop a minimum level of capital called "authorized control level risk-based capital" and compares this level to adjusted statutory capital that includes capital and surplus as reported under statutory accounting principles, plus certain investment

47

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


reserves.  Should the ratio of adjusted statutory capital to control level RBC fall below 200%, a series of remedial actions by the affected company would be required.

All insurance subsidiaries were above the RBC minimums at December 31, 2011.  The ratios of adjusted statutory capital to control level RBC are shown below.

 
December 31,
 
2011
 
 
CICA
628
%
CNLIC
4,066
%
SPFIC
408
%
SPLIC
1,298
%
 
Contractual Obligations and Off-balance Sheet Arrangements

There have been no material changes in contractual obligations from those reported in the Company's Form 10-K for the year ended December 31, 2011.  The Company does not have off-balance sheet arrangements at June 30, 2012, and does not expect any future effects on the Company's financial condition related to any such arrangements.  We do not utilize special purpose entities as investment vehicles, nor are there any such entities in which we have an investment that engage in speculative activities of any nature, and we do not use such investments to hedge our investment positions.

Parent Company Liquidity and Capital Resources

Citizens is a holding company and has had minimal operations of its own.  Its assets consist primarily of the capital stock of its subsidiaries, cash, fixed income securities, mutual funds and investment real estate.  Accordingly, Citizens' cash flows depend upon the availability of statutorily permissible payments, primarily payments under management agreements from its two primary life insurance subsidiaries, CICA and SPLIC.  The ability to make payments is limited by applicable laws and regulations of Colorado, CICA's state of domicile, and Louisiana, SPLIC's state of domicile, which subject insurance operations to significant regulatory restriction.  These laws and regulations require, among other things, that these insurance subsidiaries maintain minimum solvency requirements and limit the amount of dividends these subsidiaries can pay to the holding company.  Citizens historically has not relied upon dividends from subsidiaries for its cash flow needs.  However, CICA and SPLIC do dividend available funds from time to time in relation to new acquisition target strategies.

Critical Accounting Policies

We have prepared a current assessment of our critical accounting policies and estimates in connection with preparing our interim unaudited consolidated financial statements as of and for the three and six months ended June 30, 2012 and 2011. We believe that the accounting policies set forth in the Notes to our Consolidated Financial Statements and “Critical Accounting Policies and Estimates” in the Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2011 continue to describe the significant judgments and estimates used in the preparation of our consolidated financial statements except as specifically noted below.

Deferred Policy Acquisition Costs

Acquisition costs, consisting of commissions and policy issuance, underwriting and agency expenses that relate to the successful issuance of an insurance policy, are deferred.  These deferred policy acquisition costs are amortized primarily over the estimated premium paying period of the related policies in proportion to the ratio of the annual premium recognized to the total premium revenue anticipated, using the same assumptions as were used in computing liabilities for future policy benefits.

48

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

The nature of our business exposes us to market risk relative to our invested assets and policy liabilities.  Market risk is the risk of loss that may occur when changes in interest rates and public equity prices adversely affect the value of our invested assets.  Interest rate risk is our primary market risk exposure.  Substantial and sustained increases and decreases in market interest rates can affect the fair value of our investments.  The fair value of our fixed maturity portfolio generally increases when interest rates decrease and decreases when interest rates increase.

The following table summarizes net unrealized gains and losses for the periods indicated.

 
June 30, 2012
 
December 31, 2011
 
Amortized
Cost
 
Fair
Value
 
Net
Unrealized
Gains
(Losses)
 
Amortized
Cost
 
Fair
Value
 
Net
Unrealized
Gains
(Losses)
 
(In thousands)
Fixed maturities, available-for-sale
$
513,585

 
551,076

 
37,491

 
484,809

 
514,253

 
29,444

Fixed maturities, held-to-maturity
189,821

 
194,595

 
4,774

 
227,500

 
230,093

 
2,593

Total fixed maturities
$
703,406

 
745,671

 
42,265

 
712,309


744,346

 
32,037

Total equity securities
$
45,324

 
46,409

 
1,085

 
45,599

 
46,137

 
538


Market Risk Related to Interest Rates

Our exposure to interest rate changes results from our significant holdings of fixed maturity investments, which comprised 87.9% of our investment portfolio based on carrying value as of June 30, 2012.  These investments are mainly exposed to changes in U.S. Treasury rates.  Our fixed maturities investments include U.S. Government-sponsored enterprises, U.S. Government bonds, securities issued by government agencies, municipal bonds and corporate bonds.  Approximately 25.4% of the fixed maturities at carrying value on June 30, 2012, were invested in U.S. Treasury and U.S. Government-sponsored enterprises.

To manage interest rate risk, we perform periodic projections of asset and liability cash flows to evaluate the potential sensitivity of our investments and liabilities.  We assess interest rate sensitivity annually with respect to our available-for-sale fixed maturities investments using hypothetical test scenarios that assume either upward or downward shifts in the prevailing interest rates.  The changes in fair values of our debt and equity securities as of June 30, 2012, were within the expected range of this analysis.

Changes in interest rates typically have a sizable effect on the fair values of our debt and equity securities.  The interest rate of the ten-year U.S. Treasury bond decreased to 1.6% during the quarter ended June 30, 2012, from 1.9% at December 31, 2011.  Net unrealized gains on fixed maturity securities totaled $42.3 million at June 30, 2012, compared to $32.0 million at December 31, 2011.

The fixed maturity portfolio is exposed to call risk, as a significant portion of the current bond holdings are callable.  A decreasing interest rate environment can result in increased call activity as experienced over the past several years, and an increasing rate environment will likely result in securities being paid at their stated maturity.

There are no fixed maturities or other investments classified as trading instruments.  Approximately 73.9% of fixed maturities were held in available-for-sale and 26.1% in held-to-maturity based upon fair value at June 30, 2012.  At June 30, 2012, and December 31, 2011, we had no investments in derivative instruments, nor did we have any subprime or collateralized debt obligation risk.

49

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012



Market Risk Related to Equity Prices

Changes in the level or volatility of equity prices affect the value of equity securities we hold as investments.  Our equity investments portfolio represented 5.5% of our total investments at June 30, 2012, with 96.4% invested in diversified equity and bond mutual funds.  We believe that significant decreases in the equity markets would not have a material adverse impact on our total investment portfolio.

Item 4. CONTROLS AND PROCEDURES

We have established disclosure controls and procedures to ensure, among other things, that material information relating to our Company, including its consolidated subsidiaries, is made known to our officers who certify our financial reports and to the other members of our senior management and the Board of Directors.

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")).  Based upon an evaluation at the end of the period, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

During the second quarter ended June 30, 2012, there were no changes in the Company's internal controls over financial reporting that materially affect or are reasonably likely to affect the Company's internal controls over financial reporting (as defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act).

PART II.  OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are a defendant in a lawsuit filed on August 6, 1999, in the Texas District Court, Austin, Texas, now styled Delia Bolanos Andrade, et al., Plaintiffs, v. Citizens Insurance Company of America, et al., Defendants in which a class was originally certified by the trial court and reversed by the Texas Supreme Court in 2007 with an order to the trial court to conduct further proceedings consistent with its ruling.  The underlying lawsuit alleged that certain life insurance policies CICA made available to non-U.S. residents, when combined with a policy feature that allowed certain cash benefits to be assigned to two non-U.S. trusts for the purpose of accumulating ownership of our Class A common stock, along with allowing the policyholders to make additional contributions to the trusts, were actually offers and sales of securities that occurred in Texas by unregistered dealers in violation of the Texas securities laws.  The remedy sought was rescission and return of the insurance premium payments.  On December 9, 2009, the trial court denied the recertification of the class after conducting additional proceedings in accordance with the Texas Supreme Court's ruling.  The remaining plaintiffs must now proceed individually, and not as a class, if they intend to pursue their claims against us.  Since the December 9, 2009 trial court ruling, no individual cases have been further pursued by the plaintiffs.  The probability of the plaintiffs further pursuing their cases individually is unknown.  An estimate of any possible loss or range of losses cannot be made at this time in regard to individuals pursuing claims.  However, should the plaintiffs further pursue their claims individually, we intend to vigorously defend any proceedings.

SPFIC is vigorously defending a lawsuit filed in the aftermath of Hurricane Katrina and currently pending in the United States District Court for the Eastern District of Louisiana (“District Court”).  This matter was filed by the Louisiana Attorney General against SPFIC and every other homeowner insurer doing business in the State of Louisiana, on behalf of the State of Louisiana, as assignee, and on behalf of certain Road Home fund recipients.  Although this lawsuit was originally filed as a class action, the Louisiana Attorney General moved to dismiss the class in 2011 and the motion was granted.  In this matter the State alleged that the insurers failed to pay all damages owed under their policies.  The claims currently pending in this matter are for breach of contract and for declaratory relief on the alleged underpayment of claims by the insurers.  All other claims, including extra-contractual claims, have been dismissed.  SPFIC had moved to dismiss the complaint on the grounds that the State had no standing to bring the lawsuit as an assignee of insureds because of anti-assignment language in the underlying insurance policies.  Now, however, due to a ruling by the Louisiana Supreme Court, SPFIC will not pursue a motion to dismiss, but will preserve the anti-assignment issue in a defense.

50

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012



There are many potential individual claims at issue in this matter, each of which will require individual analysis and a number of which may be subject to individual defenses, including release, accord and satisfaction, prescription, waiver, and estoppel.  There has been no discovery in connection with this matter.  The court has ordered the State to provide specificity as to its claims in this matter.  SPFIC believes its adjusting practices in connection with Katrina homeowners claims were sound and in accordance with industry standards and state law.  There remain significant questions of Louisiana law that have yet to be decided.  In SPFIC's judgment, an estimate of possible loss or range of loss cannot be made at this time. SPFIC intends to vigorously defend all claims asserted and any remaining proceedings.

SPFIC is vigorously defending a number of matters in various stages of development filed in the aftermath of Hurricane Katrina and Hurricane Rita in addition to the Road Home Litigation, including a number of individual lawsuits, which are immaterial to the Company's financial statements.

Item 1A. RISK FACTORS

There are no updates to our risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

On August 6, 2012, the Company issued a news release (the "Release") reporting, among things, results of operations for its second quarter of 2012.  A copy of the Release is furnished as Exhibit 99.1 to this Quarterly Report on Form 10-Q.  Citizens also announced that it would hold a conference call to discuss its financial results at 10:00 a.m. Central Daylight Time on Tuesday, August 7, 2012.















51

CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES
June 30, 2012


Item 6. EXHIBITS

Filed on March 15, 2004 with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 2003 as Exhibit 3.1 and incorporated herein by reference.
Exhibit Number
 
The following exhibits are filed herewith:
 
 
 
3.1
 
Restated and Amended Articles of Incorporation (a)
 
 
 
3.2
 
Bylaws (b)
 
 
 
4.1
 
Amendment to State Series A-1 and A-2 Senior Convertible Preferred Stock (c)
 
 
 
11
 
Statement re:  Computation of per share earnings (see financial statements)
 
 
 
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
 
 
 
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
 
 
 
32.1
 
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act*
 
 
 
32.2
 
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act*
 
 
 
99.1
 
News Release reporting first quarter results issued on August 6, 2012 (furnished herewith)
 
 
 
101.INS
 
XBRL Instance Document (furnished herewith)
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema (furnished herewith)
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase (furnished herewith)
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase (furnished herewith)
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase (furnished herewith)
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase (furnished herewith)
 
 
__________________

* Filed herewith.
(a) Filed on March 15, 2004 with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 2003 as Exhibit 3.1 and incorporated herein by reference.
(b) Filed on March 31, 1999 with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1998, as Exhibit 3.2, and incorporated herein by reference.
(c) Filed on July 15, 2004, with the Registrant's Current Report on Form 8-K as Exhibit 4.1, and incorporated herein by reference.

52


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
CITIZENS, INC.
 
 
 
 
 
 
 
 
 
By:
/s/ Harold E. Riley
 
 
 
Harold E. Riley
 
 
 
Chairman and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
By:
/s/ Kay E. Osbourn
 
 
 
Kay E. Osbourn
 
 
 
Executive Vice President, Chief Financial Officer and Treasurer
 
 
 
 
 
 
 
 
Date:
August 6, 2012
 
 

53