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Subsequent Events
3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events

Note 17. Subsequent Events

COVID-19 Pandemic

Beginning in March 2020, the global pandemic associated with novel COVI-19 and related economic conditions began to impact the Company’s results. Due to the unprecedented volatility in the economy related to COVID-19, the Company’s available for sale assets values were reduced by approximately $26.5 million and was reflected in the accumulated other comprehensive income on the balance sheet. This was offset by a realized gain of $23.2 million on the related embedded derivative. Also, the derivative assets were reduced by $679,000 and were reflected in our realized gains and losses in the income statement.  Approximately 80% of the unrealized losses were in our CLO portfolio and are typically illiquid which are intended to be held to maturity, thus we believe the risk of loss is not significant. The Company has monitored the underlying unrealized losses and believe they pose little threat in the long-term due to the quality of the underlying credits.  We believe that the quality and duration of our investments provide reasonable assurance of continued performance of the portfolio despite the recent economic volatility. As mentioned above in Items Impacting Comparability, the assets backing the treaties are maintained by American Life  as collateral whereas the assets and total return on the asset portfolios are owned by the reinsurers. The Company has only contingent exposure to these losses as the CLO’s are held as collateral in and funds withheld and modification coinsurance accounts for the performance of the reinsurers under the coinsurance treaties.  The reinsurer bears the risk of loss. Under GAAP, this arrangement is considered an embedded derivative as discussed in Note 6 to our consolidated financial statements.

The COVD-19 pandemic has not materially impacted our sales of our annuity products as evidenced by new sales of $47.8 million in issued premium and pending applications of $14.9 million. Our policies sold have surrender charges over their duration that would tend to offset future income accruals. 

Operationally, the Company has the vast majority of its workforce working remotely with a skeleton crew in the office. Our technology has allowed us to move to this work environment without a reduction in our productivity. The Company’s business continuity plan has performed as expected.

The Company’s management will continue to monitor our investments and cash flows to evaluate the impact as this pandemic evolves.

On April 7, 2020, the Nebraska Department of Insurance (“NDOI”) approved the Funds Withheld and Funds Paid Coinsurance Agreement (“US Alliance Agreement”) between American Life and US Alliance Life and Security Company, a Kansas reinsurance company (“US Alliance”).  The US Alliance Agreement closed on April 15, 2020.  Under the US Alliance Agreement, American Life will cede to US Alliance, on a funds withheld and funds paid coinsurance basis, an initial forty-nine percent (49%) quota share of certain liabilities with respect to American Life’s FIA business effective January 1, 2020 through March 31, 2020.  Effective from March 1, 2020 through March 10, 2020, American Life will cede a forty-five point five percent (45.5%) quota share of certain liabilities with respect to its MYGA business to US Alliance. Effective March 11, 2020 through March 31, 2020, on a funds withheld and funds paid coinsurance basis, the quota share will increase to sixty-six point five percent (66.5%) of certain liabilities with respect to its MYGA business.  Effective April 1, 2020, the FIA quota share was reduced to forty (40%) and the MYGA quota share was reduced to twenty-five percent (25%).   American Life has established a US Alliance Funds Withheld Account to hold the assets for the US Alliance Agreement. The NDOI approved the inclusion of the US Alliance coinsurance in American Life’s March 31, 2020 statutory financials.

Effective March 12, 2020, Seneca Reinsurance Company, LLC (“Seneca Re”), a Vermont limited liability company was formed to operate as a sponsored captive insurance company for the purpose of insuring and reinsuring various types of risks of its participants through one or more protected cells and to carry on and conduct any other business or activity that is permitted for sponsored captive insurance companies under Vermont regulations. On March 30, 2020, Seneca Re received its Certification of Authority to transact the business of a captive insurance company.  On May 12, 2020, Midwest contributed $300,000 to Seneca Re for a 100% ownership in it.  On April 15, 2020, Midwest entered into an operating agreement with Seneca Re.

On May 13, 2020 the Nebraska Department of Insurance (“NDOI”) approved the Funds Withheld and Modified Coinsurance Agreement (“Seneca Re Agreement”) between American Life and Seneca Re, which is entering into this Seneca Re Agreement by and through Protected Cell 2020-01 (“SRC1”).  The Seneca Re Agreement closed on May 13, 2020. Under the Seneca Re Agreement, American Life will cede to SRC1, on a funds withheld and modified coinsurance basis, an initial twenty-one percent (21%) quota share of certain liabilities with respect to American Life’s FIA business effective January 1, 2020 through March 31, 2020.  Effective from March 1, 2020 through March 10, 2020, American Life will cede a nineteen point five percent (19.5%) quota share of certain liabilities with respect to its MYGA business to SRC1. Effective March 11, 2020 through March 31, 2020, on a funds withheld and funds paid coinsurance basis, the quota share will increase to twenty-eight point five percent (28.5%) of certain liabilities with respect to its MYGA business.  Effective April 1, 2020, the FIA quota share was increased to forty-five (45%) and the MYGA quota share was increased to seventy-two point five percent (72.5%).   American Life has established a SRC1 Funds Withheld Account to hold the assets for the Seneca Re Agreement. The NDOI approved the inclusion of the SRC1 coinsurance in American Life’s March 31, 2020 statutory financials.

On April 24, 2020, the Company entered into a Securities Purchase Agreement with Xenith, Vespoint LLC, and Crestline Assurance Holdings LLC, a Delaware limited liability company (“Crestline”). Pursuant to the Agreement, Crestline purchased 222,222,222 shares of the Company’s voting common stock, par value $0.001 per share, at a purchase price of $0.045 per share for $10 million.  Also on April 24, 2020, in a separate transaction, the Company sold 115,044,467 shares of common stock to various investors at $0.045 per share for $5.177 million. Midwest will contribute $5 million of proceeds received under this agreement to American Life.  The remaining proceeds will be used by the Company for general working capital and corporate purposes.  For more information, see the Current Report on Form 8-K that was filed with the Securities and Exchange Commission on April 24, 2020.