[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2015
|
|
or
|
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from _____________ to ______________
|
UTG, INC.
|
||
(Exact name of registrant as specified in its charter)
|
||
Delaware
|
20-2907892
|
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
|
incorporation or organization)
|
Identification No.)
|
5250 South Sixth Street, Springfield, IL
|
62703
|
|
(Address of principal executive offices)
|
(Zip code)
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
Title of each class
|
Name of each exchange on which registered
|
None
|
None
|
Large Accelerated Filer
|
[ ]
|
Accelerated Filer
|
[ ]
|
Non Accelerated Filer
|
[ ]
|
Smaller Reporting Company
|
[X]
|
PART I
|
4
|
Item 1. Business
|
4
|
Item 1A. Risk Factors
|
9
|
Item 1B. Unresolved Staff Comments
|
9
|
Item 2. Properties
|
9
|
Item 3. Legal Proceedings
|
9
|
Item 4. Mine Safety Disclosures
|
9
|
PART II
|
10
|
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
10
|
Item 6. Selected Financial Data
|
11
|
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
11
|
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
|
20
|
Item 8. Financial Statements and Supplementary Data
|
20
|
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
|
49
|
Item 9A. Controls and Procedures
|
49
|
Item 9B. Other Information
|
49
|
PART III
|
50
|
Item 10. Directors, Executive Officers and Corporate Governance
|
50
|
Item 11. Executive Compensation
|
54
|
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
55
|
Item 13. Certain Relationships and Related Transactions, and Director Independence
|
58
|
Item 14. Principal Accounting Fees and Services
|
58
|
PART IV
|
59
|
Item 15. Exhibits and Financial Statement Schedules
|
59
|
Rating
|
2015
|
|
Investment Grade
|
||
AAA
|
8%
|
|
AA
|
16%
|
|
A
|
31%
|
|
BBB
|
38%
|
|
Below Investment Grade
|
7%
|
|
100%
|
Average
|
|||||||||
Carrying
|
Average
|
Average
|
|||||||
Investments
|
Value
|
Maturity
|
Yield
|
||||||
Fixed maturities held for sale
|
$
|
191,300,277
|
10.8 years
|
4.47
|
%
|
||||
Equity securities
|
43,340,671
|
Not applicable
|
3.94
|
%
|
|||||
Trading securities
|
1,886,894
|
Not applicable
|
(22.74
|
)%
|
|||||
Mortgage loans
|
20,465,956
|
22 years
|
27.85
|
%
|
|||||
Investment real estate
|
49,328,601
|
Not applicable
|
2.99
|
%
|
|||||
Notes receivable
|
8,105,234
|
Not applicable
|
9.72
|
%
|
|||||
Policy loans
|
10,894,364
|
Not applicable
|
6.61
|
%
|
|||||
Short-term investments
|
2,191,091
|
On demand
|
31.95
|
%
|
|||||
Total Investments
|
$
|
327,513,088
|
5.85
|
%
|
Mortgage Loans
|
Amount
|
% of Total
|
||||||
Commercial – all other
|
$
|
15,924,512
|
90
|
%
|
||||
Residential – all other
|
1,845,418
|
10
|
%
|
|||||
Total
|
$
|
17,769,930
|
100
|
%
|
Mortgage Loans
|
Real Estate
|
||
Arizona
|
12%
|
2%
|
|
California
|
0%
|
1%
|
|
Colorado
|
0%
|
3%
|
|
Florida
|
15%
|
26%
|
|
Georgia
|
0%
|
6%
|
|
Kentucky
|
23%
|
31%
|
|
Nevada
|
17%
|
0%
|
|
Ohio
|
1%
|
0%
|
|
South Carolina
|
0%
|
4%
|
|
Texas
|
0%
|
15%
|
|
Tennessee
|
16%
|
0%
|
|
West Virginia
|
16%
|
12%
|
|
Total
|
100%
|
100%
|
2015
|
2014
|
|||||||
Period
|
High
|
Low
|
High
|
Low
|
||||
First quarter
|
14.25
|
13.05
|
12.50
|
11.25
|
||||
Second quarter
|
15.99
|
13.50
|
12.50
|
10.55
|
||||
Third quarter
|
19.00
|
14.80
|
14.13
|
12.25
|
||||
Fourth quarter
|
17.00
|
14.36
|
14.50
|
13.55
|
Total Number of Shares Purchased
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
Maximum Number of Shares That May Yet Be Purchased Under the Program
|
Approximate Dollar Value That May Yet Be Purchased Under the Program
|
||||||||||||||||
Oct. 1 through Oct. 31, 2015
|
80
|
$
|
16.63
|
80
|
N/
|
A
|
$
|
1,724,840
|
||||||||||||
Nov. 1 through Nov. 30, 2015
|
42
|
$
|
16.50
|
42
|
N/
|
A
|
$
|
1,724,147
|
||||||||||||
Dec. 1 through Dec. 31, 2015
|
1,949
|
$
|
14.82
|
1,949
|
N/
|
A
|
$
|
1,695,266
|
||||||||||||
Total
|
2,071
|
2,071
|
2015
|
2014
|
|||||||
Fixed maturities
|
$
|
8,559,938
|
$
|
8,225,640
|
||||
Equity securities
|
1,708,786
|
3,255,611
|
||||||
Trading securities
|
(429,161
|
)
|
(476,578
|
)
|
||||
Mortgage loans
|
5,700,492
|
4,592,853
|
||||||
Real estate
|
1,474,726
|
8,355,153
|
||||||
Notes receivable
|
787,658
|
340,000
|
||||||
Policy loans
|
720,544
|
760,715
|
||||||
Cash and cash equivalents
|
681
|
505
|
||||||
Short-term
|
699,357
|
70,578
|
||||||
Total consolidated investment income
|
19,223,021
|
25,124,477
|
||||||
Investment expenses
|
(3,663,086
|
)
|
(8,774,758
|
)
|
||||
Consolidated net investment income
|
$
|
15,559,935
|
$
|
16,349,719
|
2015
|
2014
|
|||||||
Fixed maturities available for sale
|
$
|
1,248,240
|
$
|
1,278,743
|
||||
Equity securities
|
780,396
|
2,645,216
|
||||||
Real estate
|
5,968,558
|
13,297,119
|
||||||
Equity securities – OTTI
|
(3,515,700
|
)
|
(126,959
|
)
|
||||
Real estate – OTTI
|
(54,901
|
)
|
(35,946
|
)
|
||||
Consolidated net realized investment gains
|
$
|
4,426,593
|
$
|
17,058,173
|
2015
|
As a % of Total Investments
|
As a % of Total Assets
|
||||||||||
Fixed maturities
|
$
|
185,119,097
|
58
|
%
|
49
|
%
|
||||||
Equity securities
|
45,685,340
|
15
|
%
|
12
|
%
|
|||||||
Mortgage loans
|
17,769,930
|
6
|
%
|
5
|
%
|
|||||||
Real estate
|
47,650,102
|
15
|
%
|
13
|
%
|
|||||||
Notes receivable
|
10,597,907
|
3
|
%
|
3
|
%
|
|||||||
Policy loans
|
10,684,244
|
3
|
%
|
3
|
%
|
|||||||
Total investments
|
$
|
317,506,620
|
100
|
%
|
85
|
%
|
2014
|
As a % of Total Investments
|
As a % of Total Assets
|
||||||||||
Fixed maturities
|
$
|
197,481,456
|
59
|
%
|
49
|
%
|
||||||
Equity securities
|
40,996,002
|
12
|
%
|
10
|
%
|
|||||||
Trading securities
|
3,826,250
|
1
|
%
|
1
|
%
|
|||||||
Mortgage loans
|
23,161,982
|
7
|
%
|
6
|
%
|
|||||||
Real estate
|
51,007,101
|
15
|
%
|
13
|
%
|
|||||||
Notes receivable
|
5,612,560
|
2
|
%
|
1
|
%
|
|||||||
Policy loans
|
11,104,485
|
3
|
%
|
3
|
%
|
|||||||
Short-term
|
4,382,181
|
1
|
%
|
1
|
%
|
|||||||
Total investments
|
$
|
337,572,017
|
100
|
%
|
84
|
%
|
Page No.
|
|
UTG, Inc. and Consolidated Subsidiaries
|
|
Report of Independent Registered Public Accounting Firm
|
21
|
Consolidated Balance Sheets
|
22
|
Consolidated Statements of Operations
|
23
|
Consolidated Statements of Comprehensive Income
|
24
|
Consolidated Statements of Shareholders' Equity
|
25
|
Consolidated Statements of Cash Flows
|
26
|
Notes to Consolidated Financial Statements
|
27
|
ASSETS
|
||||||||
2015
|
2014
|
|||||||
Investments:
|
||||||||
Investments available for sale:
|
||||||||
Fixed maturities, at fair value (amortized cost $188,647,671 and $188,634,364)
|
$
|
185,119,097
|
$
|
197,481,456
|
||||
Equity securities, at fair value (cost $43,954,737 and $39,275,638)
|
45,685,340
|
40,996,002
|
||||||
Trading securities, at fair value (cost $0 and $5,179,850)
|
0
|
3,826,250
|
||||||
Mortgage loans on real estate at amortized cost
|
17,769,930
|
23,161,982
|
||||||
Investment real estate
|
47,650,102
|
51,007,101
|
||||||
Notes receivable
|
10,597,907
|
5,612,560
|
||||||
Policy loans
|
10,684,244
|
11,104,485
|
||||||
Short-term investments
|
0
|
4,382,181
|
||||||
Total investments
|
317,506,620
|
337,572,017
|
||||||
Cash and cash equivalents
|
11,822,615
|
13,977,443
|
||||||
Accrued investment income
|
2,821,338
|
2,662,865
|
||||||
Reinsurance receivables:
|
||||||||
Future policy benefits
|
27,462,830
|
27,906,905
|
||||||
Policy claims and other benefits
|
3,553,978
|
3,788,294
|
||||||
Cost of insurance acquired
|
8,140,379
|
9,047,984
|
||||||
Property and equipment, net of accumulated depreciation
|
2,016,611
|
2,475,829
|
||||||
Income taxes recoverable
|
619,043
|
0
|
||||||
Other assets
|
3,283,681
|
2,468,901
|
||||||
Total assets
|
$
|
377,227,095
|
$
|
399,900,238
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Policy liabilities and accruals:
|
||||||||
Future policy benefits
|
$
|
269,119,859
|
$
|
275,044,909
|
||||
Policy claims and benefits payable
|
3,759,565
|
3,208,324
|
||||||
Other policyholder funds
|
457,774
|
341,248
|
||||||
Dividend and endowment accumulations
|
14,233,644
|
14,239,054
|
||||||
Income taxes payable
|
0
|
1,933,243
|
||||||
Deferred income taxes
|
3,405,467
|
9,413,794
|
||||||
Notes payable
|
0
|
4,400,000
|
||||||
Trading securities, at fair value (proceeds $108,881 and $464,215)
|
28,609
|
23,853
|
||||||
Other liabilities
|
9,234,675
|
7,723,213
|
||||||
Total liabilities
|
300,239,593
|
316,327,638
|
||||||
Shareholders' equity:
|
||||||||
Common stock - no par value, stated value $0.001 per share. Authorized 7,000,000 shares - 3,699,447 and 3,706,780 shares issued and outstanding
|
3,699
|
3,706
|
||||||
Additional paid-in capital
|
43,002,670
|
43,122,944
|
||||||
Retained earnings
|
33,062,282
|
32,145,662
|
||||||
Accumulated other comprehensive income
|
(1,183,552
|
)
|
6,853,974
|
|||||
Total UTG shareholders' equity
|
74,885,099
|
82,126,286
|
||||||
Noncontrolling interest
|
2,102,403
|
1,446,314
|
||||||
Total shareholders' equity
|
76,987,502
|
83,572,600
|
||||||
Total liabilities and shareholders' equity
|
$
|
377,227,095
|
$
|
399,900,238
|
2015
|
2014
|
|||||||
Revenues:
|
||||||||
Premiums and policy fees
|
$
|
11,164,857
|
$
|
11,667,248
|
||||
Reinsurance premiums and policy fees
|
(3,090,503
|
)
|
(3,126,914
|
)
|
||||
Net investment income
|
15,559,935
|
16,349,719
|
||||||
Other income
|
707,069
|
1,676,602
|
||||||
Revenues before realized gains (losses)
|
24,341,358
|
26,566,655
|
||||||
Realized investment gains (losses), net:
|
||||||||
Other-than-temporary impairments
|
(3,570,601
|
)
|
(162,905
|
)
|
||||
Other realized investment gains, net
|
7,997,194
|
17,221,078
|
||||||
Total realized investment gains, net
|
4,426,593
|
17,058,173
|
||||||
Total revenues
|
28,767,951
|
43,624,828
|
||||||
Benefits and other expenses:
|
||||||||
Benefits, claims and settlement expenses:
|
||||||||
Life
|
20,245,920
|
21,404,297
|
||||||
Ceded Reinsurance benefits and claims
|
(2,919,064
|
)
|
(2,855,202
|
)
|
||||
Annuity
|
996,485
|
597,792
|
||||||
Dividends to policyholders
|
446,567
|
479,158
|
||||||
Commissions and amortization of deferred policy acquisition costs
|
(168,533
|
)
|
432,695
|
|||||
Amortization of cost of insurance acquired
|
907,605
|
985,650
|
||||||
Operating expenses
|
8,916,771
|
10,776,690
|
||||||
Interest expense
|
68,876
|
677,079
|
||||||
Total benefits and other expenses
|
28,494,627
|
32,498,159
|
||||||
Income before income taxes
|
273,324
|
11,126,669
|
||||||
Income tax benefit (expense)
|
932,715
|
(1,082,927
|
)
|
|||||
Net income
|
1,206,039
|
10,043,742
|
||||||
Net income attributable to noncontrolling interest
|
(289,419
|
)
|
(3,067,726
|
)
|
||||
Net income attributable to common shareholders':
|
$
|
916,620
|
$
|
6,976,016
|
||||
Amounts attributable to common shareholders':
|
||||||||
Basic income per share
|
$
|
0.25
|
$
|
1.86
|
||||
Diluted income per share
|
$
|
0.25
|
$
|
1.86
|
||||
Basic weighted average shares outstanding
|
3,704,322
|
3,750,239
|
||||||
Diluted weighted average shares outstanding
|
3,704,322
|
3,750,239
|
2015
|
2014
|
|||||||
Net Income
|
$
|
1,206,039
|
$
|
10,043,742
|
||||
Other comprehensive income (loss):
|
||||||||
Unrealized holding gains (losses) arising during period, pre-tax
|
(11,117,183
|
)
|
6,501,163
|
|||||
Tax (expense) benefit on unrealized holding gains (losses) arising during the period
|
3,891,014
|
(2,275,407
|
)
|
|||||
Unrealized holding gains (losses) arising during period, net of tax
|
(7,226,169
|
)
|
4,225,756
|
|||||
Less reclassification adjustment for gains included in net income
|
(1,248,241
|
)
|
(1,278,743
|
)
|
||||
Tax expense for gains included in net income
|
436,884
|
447,560
|
||||||
Reclassification adjustment for gains included in net income, net of tax
|
(811,357
|
)
|
(831,183
|
)
|
||||
Subtotal: Other comprehensive income (loss), net of tax
|
(8,037,526
|
)
|
3,394,573
|
|||||
Comprehensive income (loss)
|
(6,831,487
|
)
|
13,438,315
|
|||||
Less comprehensive income attributable to no controlling interest
|
(289,419
|
)
|
(3,067,726
|
)
|
||||
Comprehensive income (loss) attributable to UTG, Inc.
|
$
|
(7,120,906
|
)
|
$
|
10,370,589
|
Year ended December 31, 2015
|
Common Stock
|
Additional Paid-In Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Noncontrolling Interest
|
Total Shareholders' Equity
|
||||||||||||||||||
Balance at January 1, 2015
|
$
|
3,706
|
$
|
43,122,944
|
$
|
32,145,662
|
$
|
6,853,974
|
$
|
1,446,314
|
$
|
83,572,600
|
||||||||||||
Common stock issued during year
|
19
|
254,908
|
0
|
0
|
0
|
254,927
|
||||||||||||||||||
Treasury shares acquired
|
(26
|
)
|
(375,182
|
)
|
0
|
0
|
0
|
(375,208
|
)
|
|||||||||||||||
Net income attributable to common shareholders
|
0
|
0
|
916,620
|
0
|
0
|
916,620
|
||||||||||||||||||
Unrealized holding loss on securities net of noncontrolling interest and reclassification adjustment and taxes
|
0
|
0
|
0
|
(8,037,526
|
)
|
0
|
(8,037,526
|
)
|
||||||||||||||||
Contributions
|
0
|
0
|
0
|
0
|
1,124,217
|
1,124,217
|
||||||||||||||||||
Distributions
|
0
|
0
|
0
|
0
|
(757,547
|
)
|
(757,547
|
)
|
||||||||||||||||
Gain attributable to noncontrolling interest
|
0
|
0
|
0
|
0
|
289,419
|
289,419
|
||||||||||||||||||
Balance at December 31, 2015
|
$
|
3,699
|
$
|
43,002,670
|
$
|
33,062,282
|
$
|
(1,183,552
|
)
|
$
|
2,102,403
|
$
|
76,987,502
|
|||||||||||
Year ended December 31, 2014
|
Common
Stock
|
Additional
Paid-In
Capital
|
Retained
Earnings
|
Accumulated Other
Comprehensive Income (Loss)
|
Noncontrolling Interest |
Total
Shareholders'
Equity
|
||||||||||||||||||
Balance at January 1, 2014
|
$
|
3,776
|
$
|
44,050,778
|
$
|
25,169,646
|
$
|
3,459,401
|
$
|
5,183,840
|
$
|
77,867,441
|
||||||||||||
Common stock issued during year
|
4
|
68,943
|
0
|
0
|
0
|
68,947
|
||||||||||||||||||
Treasury shares acquired
|
(74
|
)
|
(996,777
|
)
|
0
|
0
|
0
|
(996,851
|
)
|
|||||||||||||||
Net income attributable to common shareholders
|
0
|
0
|
6,976,016
|
0
|
0
|
6,976,016
|
||||||||||||||||||
Unrealized holding loss on securities net of noncontrolling interest and reclassification adjustment and taxes
|
0
|
0
|
0
|
3,394,573
|
0
|
3,394,573
|
||||||||||||||||||
Contributions
|
0
|
0
|
0
|
0
|
185,689
|
185,689
|
||||||||||||||||||
Distributions
|
0
|
0
|
0
|
0
|
(6,990,941
|
)
|
(6,990,941
|
)
|
||||||||||||||||
Gain attributable to noncontrolling interest
|
0
|
0
|
0
|
0
|
3,067,726
|
3,067,726
|
||||||||||||||||||
Balance at December 31, 2014
|
$
|
3,706
|
$
|
43,122,944
|
$
|
32,145,662
|
$
|
6,853,974
|
$
|
1,446,314
|
$
|
83,572,600
|
2015
|
2014
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income attributable to common shares
|
$
|
916,620
|
$
|
6,976,016
|
||||
Adjustments to reconcile net income to net cash used in operating activities
|
||||||||
resulting from the sales and purchases of subsidiaries:
|
||||||||
Amortization (accretion) of investments
|
(2,753,269
|
)
|
(2,161,508
|
)
|
||||
Realized investment gains, net
|
(4,426,593
|
)
|
(17,058,173
|
)
|
||||
Unrealized trading (gains) losses included in income
|
945,128
|
722,573
|
||||||
Realized trading (gains) losses included in income
|
0
|
143,957
|
||||||
Amortization of deferred policy acquisition costs
|
0
|
369,786
|
||||||
Amortization of cost of insurance acquired
|
907,605
|
985,650
|
||||||
Depreciation
|
814,336
|
1,303,829
|
||||||
Net income attributable to noncontrolling interest
|
289,419
|
3,067,726
|
||||||
Charges for mortality and administration of universal life and annuity products
|
(6,640,391
|
)
|
(6,651,876
|
)
|
||||
Interest credited to account balances
|
4,835,215
|
4,985,077
|
||||||
Change in accrued investment income
|
(158,473
|
)
|
(229,926
|
)
|
||||
Change in reinsurance receivables
|
678,391
|
998,863
|
||||||
Change in policy liabilities and accruals
|
(3,132,596
|
)
|
(5,123,893
|
)
|
||||
Change in income taxes receivable (payable)
|
(2,552,286
|
)
|
3,229,286
|
|||||
Change in other assets and liabilities, net
|
(871,642
|
)
|
(5,197,626
|
)
|
||||
Net cash used in operating activities
|
(11,148,536
|
)
|
(13,640,239
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Proceeds from investments sold and matured:
|
||||||||
Fixed maturities available for sale
|
22,484,522
|
44,228,405
|
||||||
Equity securities available for sale
|
8,087,827
|
14,686,816
|
||||||
Trading securities
|
125,774
|
1,992,704
|
||||||
Mortgage loans
|
20,140,224
|
9,040,925
|
||||||
Real estate
|
19,829,665
|
53,674,168
|
||||||
Policy loans
|
3,102,284
|
3,322,613
|
||||||
Short-term investments
|
4,482,329
|
960,148
|
||||||
Total proceeds from investments sold and matured
|
78,252,625
|
127,905,779
|
||||||
Cost of investments acquired:
|
||||||||
Fixed maturities available for sale
|
(21,733,834
|
)
|
(60,986,549
|
)
|
||||
Equity securities available for sale
|
(12,278,232
|
)
|
(12,963,380
|
)
|
||||
Trading securities
|
(463,895
|
)
|
(371,388
|
)
|
||||
Mortgage loans
|
(13,774,698
|
)
|
(2,348,890
|
)
|
||||
Real estate
|
(8,650,084
|
)
|
(7,424,311
|
)
|
||||
Notes receivable
|
(4,985,347
|
)
|
0
|
|||||
Policy loans
|
(2,682,043
|
)
|
(2,566,138
|
)
|
||||
Short-term investments
|
(100,149
|
)
|
(5,342,329
|
)
|
||||
Total cost of investments acquired
|
(64,668,282
|
)
|
(92,002,985
|
)
|
||||
Purchase of property and equipment
|
0
|
(1,600,000
|
)
|
|||||
Net cash provided by investing activities
|
13,584,343
|
34,302,794
|
||||||
Cash flows from financing activities:
|
||||||||
Policyholder contract deposits
|
5,189,311
|
5,304,502
|
||||||
Policyholder contract withdrawals
|
(5,514,232
|
)
|
(6,323,472
|
)
|
||||
Proceeds from notes payable/line of credit
|
0
|
1,600,000
|
||||||
Payments of principal on notes payable/line of credit
|
(4,400,000
|
)
|
(16,297,534
|
)
|
||||
Purchase of treasury stock
|
(120,281
|
)
|
(927,904
|
)
|
||||
Non controlling contributions/(distributions) of consolidated subsidiary
|
254,567
|
(6,833,748
|
)
|
|||||
Sale of block of business
|
0
|
(3,045,574
|
)
|
|||||
Net cash used in financing activities
|
(4,590,635
|
)
|
(26,523,730
|
)
|
||||
Net decrease in cash and cash equivalents
|
(2,154,828
|
)
|
(5,861,175
|
)
|
||||
Cash and cash equivalents at beginning of year
|
13,977,443
|
19,838,618
|
||||||
Cash and cash equivalents at end of year
|
$
|
11,822,615
|
$
|
13,977,443
|
December 31, 2015
|
Original or Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Estimated
Fair
Value
|
||||||||||||
Investments available for sale:
|
||||||||||||||||
Fixed maturities
|
||||||||||||||||
U.S. Government and govt. agencies and authorities
|
$
|
20,336,681
|
$
|
1,441,890
|
$
|
(32,083
|
)
|
$
|
21,746,488
|
|||||||
U.S. special revenue and assessments
|
1,137,546
|
7,843
|
(2,550
|
)
|
1,142,839
|
|||||||||||
All other corporate bonds
|
167,173,444
|
3,762,156
|
(8,705,830
|
)
|
162,229,770
|
|||||||||||
188,647,671
|
5,211,889
|
(8,740,463
|
)
|
185,119,097
|
||||||||||||
Equity securities
|
43,954,737
|
2,119,205
|
(388,602
|
)
|
45,685,340
|
|||||||||||
Total
|
$
|
232,602,408
|
$
|
7,331,094
|
$
|
(9,129,065
|
)
|
$
|
230,804,437
|
December 31, 2014
|
Original or Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Estimated
Fair
Value
|
||||||||||||
Investments available for sale:
|
||||||||||||||||
Fixed maturities
|
||||||||||||||||
U.S. Government and govt. agencies and authorities
|
$
|
23,036,161
|
$
|
1,970,791
|
$
|
(50,184
|
)
|
$
|
24,956,768
|
|||||||
States, municipalities and political subdivisions
|
95,000
|
2,385
|
0
|
97,385
|
||||||||||||
U.S. special revenue and assessments
|
1,137,702
|
13,739
|
(202,930
|
)
|
948,511
|
|||||||||||
Collateralized mortgage obligations
|
1,005,081
|
92,091
|
(6
|
)
|
1,097,166
|
|||||||||||
Public utilities
|
399,927
|
55,913
|
0
|
455,840
|
||||||||||||
All other corporate bonds
|
162,960,493
|
8,624,486
|
(1,659,193
|
)
|
169,925,786
|
|||||||||||
188,634,364
|
10,759,405
|
(1,912,313
|
)
|
197,481,456
|
||||||||||||
Equity securities
|
39,275,638
|
2,260,855
|
(540,491
|
)
|
40,996,002
|
|||||||||||
Total
|
$
|
227,910,002
|
$
|
13,020,260
|
$
|
(2,452,804
|
)
|
$
|
238,477,458
|
Fixed Maturities Available for Sale
December 31, 2015
|
Amortized
Cost
|
Estimated
Fair Value
|
||||||
Due in one year or less
|
$
|
3,961,534
|
$
|
4,000,512
|
||||
Due after one year through five years
|
23,444,519
|
24,343,844
|
||||||
Due after five years through ten years
|
64,352,687
|
62,094,221
|
||||||
Due after ten years
|
96,888,931
|
94,680,520
|
||||||
Total
|
$
|
188,647,671
|
$
|
185,119,097
|
December 31, 2015
|
Less than 12 months
|
12 months or longer
|
Total
|
||||||||||||
Fair value
|
Unrealized losses
|
Fair value
|
Unrealized losses
|
Fair value
|
Unrealized losses
|
||||||||||
U.S. Government and govt. agencies and authorities
|
$
|
4,966,210
|
(32,083)
|
$
|
0
|
0
|
$
|
4,966,210
|
(32,083)
|
||||||
U.S. special revenue and assessments
|
984,770
|
(2,550)
|
0
|
0
|
984,770
|
(2,550)
|
|||||||||
All other corporate bonds
|
85,734,097
|
(5,255,276)
|
19,400,640
|
(3,450,554)
|
105,134,737
|
(8,705,830)
|
|||||||||
Total fixed maturities
|
$
|
91,685,077
|
(5,289,909)
|
$
|
19,400,640
|
(3,450,554)
|
$
|
111,085,717
|
(8,740,463)
|
||||||
Equity securities
|
$
|
4,741,132
|
(388,602)
|
$
|
0
|
0
|
$
|
4,741,132
|
(388,602)
|
December 31, 2014
|
Less than 12 months
|
12 months or longer
|
Total
|
||||||||||||
Fair value
|
Unrealized losses
|
Fair value
|
Unrealized losses
|
Fair value
|
Unrealized losses
|
||||||||||
U.S. Government and govt. agencies and authorities
|
0
|
0
|
4,947,265
|
(50,184)
|
4,947,265
|
(50,184)
|
|||||||||
U.S. special revenue and assessments
|
0
|
0
|
784,390
|
(202,930)
|
784,390
|
(202,930)
|
|||||||||
Collateralized mortgage obligations
|
0
|
0
|
1,012
|
(6)
|
1,012
|
(6)
|
|||||||||
All other corporate bonds
|
$
|
28,954,477
|
(416,560)
|
$
|
3,535,206
|
(1,242,633)
|
$
|
32,489,683
|
(1,659,193)
|
||||||
Total fixed maturities
|
$
|
28,954,477
|
(416,560)
|
$
|
9,267,873
|
(1,495,753)
|
$
|
38,222,350
|
(1,912,313)
|
||||||
Equity securities
|
$
|
6,067,132
|
(540,491)
|
$
|
0
|
0
|
$
|
6,067,132
|
(540,491)
|
Less than 12 months
|
12 months or longer
|
Total
|
|||
As of December 31, 2015
|
|||||
Fixed maturities
|
40
|
9
|
49
|
||
Equity securities
|
9
|
0
|
9
|
||
As of December 31, 2014
|
|||||
Fixed maturities
|
18
|
7
|
25
|
||
Equity securities
|
25
|
0
|
25
|
2015
|
2014
|
|||||||
Net unrealized gains (losses)
|
$
|
945,128
|
$
|
(722,573
|
)
|
|||
Net realized gains (losses)
|
(515,967
|
)
|
245,995
|
|||||
Net unrealized and realized gains (losses)
|
$
|
429,161
|
$
|
(476,578
|
)
|
2015
|
2014
|
||||||
Maximum
rate
|
Minimum
rate
|
Maximum
rate
|
Minimum
rate
|
||||
Commercial Loans
|
8.00 %
|
4.00 %
|
10.00 %
|
3.91 %
|
|||
Residential Loans
|
8.00 %
|
3.00 %
|
8.00 %
|
7.00 %
|
Payment Frequency
|
Number of Loans
|
Carrying
Value
|
||||||
No payments received
|
8
|
$
|
0
|
|||||
One-time payment received
|
1
|
0
|
||||||
Irregular payments received
|
2
|
20,834
|
||||||
Periodic payments received
|
7
|
5,347,215
|
||||||
Total
|
18
|
$
|
5,368,049
|
2015
|
2014
|
|||||||
In good standing
|
$
|
14,701,228
|
$
|
14,443,455
|
||||
Overdue interest over 90 days
|
20,834
|
3,130,290
|
||||||
Restructured
|
126,118
|
1,104,972
|
||||||
In process of foreclosure
|
2,921,750
|
4,483,265
|
||||||
Total mortgage loans
|
$
|
17,769,930
|
$
|
23,161,982
|
||||
Total foreclosed loans during the year
|
$
|
0
|
$
|
56,576
|
2015
|
2014
|
|||||||
Fixed maturities
|
$
|
8,559,938
|
$
|
8,225,640
|
||||
Equity securities
|
1,708,786
|
3,255,611
|
||||||
Trading securities
|
(429,161
|
)
|
(476,578
|
)
|
||||
Mortgage loans
|
5,700,492
|
4,592,853
|
||||||
Real estate
|
1,474,726
|
8,355,153
|
||||||
Notes receivable
|
787,658
|
340,000
|
||||||
Policy loans
|
720,544
|
760,715
|
||||||
Cash and cash equivalents
|
681
|
505
|
||||||
Short-term
|
699,357
|
70,578
|
||||||
Total consolidated investment income
|
19,223,021
|
25,124,477
|
||||||
Investment expenses
|
(3,663,086
|
)
|
(8,774,758
|
)
|
||||
Consolidated net investment income
|
$
|
15,559,935
|
$
|
16,349,719
|
2015
|
Gross
Realized
Gains
|
Gross
Realized
(Losses)
|
Net
Realized
Gains (Losses)
|
||||||
Fixed maturities
|
$
|
1,289,455
|
$
|
(41,215)
|
$
|
1,248,240
|
|||
Real estate
|
5,968,558
|
0
|
5,968,558
|
||||||
Common stock
|
48,165
|
(238,794)
|
(190,629)
|
||||||
Preferred stock
|
971,662
|
(637)
|
971,025
|
||||||
Real estate – OTTI
|
0
|
(54,901)
|
(54,901)
|
||||||
Common stock – OTTI
|
0
|
(3,515,700)
|
(3,515,700)
|
||||||
Total realized gains (losses)
|
$
|
8,277,840
|
$
|
(3,851,247)
|
$
|
4,426,593
|
2014
|
Gross
Realized
Gains
|
Gross
Realized
(Losses)
|
Net
Realized
Gains (Losses)
|
||||||
Fixed maturities
|
$
|
2,414,160
|
$
|
(1,135,417)
|
$
|
1,278,743
|
|||
Real estate
|
14,757,451
|
(1,460,332)
|
13,297,119
|
||||||
Common stock
|
673,821
|
(14,908)
|
658,913
|
||||||
Preferred stock
|
1,986,303
|
0
|
1,986,303
|
||||||
Real estate – OTTI
|
0
|
(35,946)
|
(35,946)
|
||||||
Common stock – OTTI
|
0
|
(126,959)
|
(126,959)
|
||||||
Total realized gains (losses)
|
$
|
19,831,735
|
$
|
(2,773,562)
|
$
|
17,058,173
|
2015
|
2014
|
|||||||
Other than temporary impairments:
|
||||||||
Common stock
|
$
|
3,515,700
|
$
|
126,959
|
||||
Real estate
|
54,901
|
35,946
|
||||||
Total other than temporary impairments
|
$
|
3,570,601
|
$
|
162,905
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets
|
||||||||||||||||
Fixed Maturities, available for sale
|
$
|
10,459,758
|
$
|
173,632,645
|
$
|
1,026,694
|
$
|
185,119,097
|
||||||||
Equity Securities, available for sale
|
13,312,331
|
5,567,061
|
26,805,948
|
45,685,340
|
||||||||||||
Total
|
23,772,089
|
179,199,706
|
27,832,642
|
230,804,437
|
||||||||||||
Liabilities
|
||||||||||||||||
Trading Securities
|
$
|
28,609
|
$
|
0
|
$
|
0
|
$
|
28,609
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets
|
||||||||||||||||
Fixed Maturities, available for sale
|
$
|
13,374,878
|
$
|
183,236,853
|
$
|
869,725
|
$
|
197,481,456
|
||||||||
Equity Securities, available for sale
|
4,756,292
|
7,361,076
|
28,878,634
|
40,996,002
|
||||||||||||
Trading Securities
|
3,826,250
|
0
|
0
|
3,826,250
|
||||||||||||
Total
|
$
|
21,957,420
|
$
|
190,597,929
|
$
|
29,748,359
|
$
|
242,303,708
|
||||||||
Liabilities
|
||||||||||||||||
Trading Securities
|
$
|
23,853
|
$
|
0
|
$
|
0
|
$
|
23,853
|
Fixed Maturities,
Available for Sale
|
Equity Securities,
Available for Sale
|
Total
|
||||||||||
Balance at December 31, 2014
|
$
|
869,725
|
$
|
28,878,634
|
$
|
29,748,359
|
||||||
Transfers in to Level 3
|
0
|
0
|
0
|
|||||||||
Total unrealized gains or (losses):
|
||||||||||||
Included in realized gains (losses)
|
67,905
|
-
|
67,905
|
|||||||||
Included in other comprehensive income
|
210,819
|
270,670
|
481,489
|
|||||||||
Purchases
|
0
|
1,920,607
|
1,920,607
|
|||||||||
Sales
|
(121,755
|
)
|
(4,263,963
|
)
|
(4,385,718
|
)
|
||||||
Balance at December 31, 2015
|
$
|
1,026,694
|
$
|
26,805,948
|
$
|
27,832,642
|
December 31, 2015
|
December 31, 2014
|
|||||||||||||||
Assets
|
Carrying
Amount
|
Estimated
Fair
Value
|
Carrying
Amount
|
Estimated
Fair
Value
|
||||||||||||
Mortgage loans on real estate
|
$
|
17,769,930
|
$
|
17,775,178
|
$
|
23,161,982
|
$
|
23,337,728
|
||||||||
Investment real estate
|
47,650,102
|
47,650,102
|
51,007,101
|
51,007,101
|
||||||||||||
Notes receivable
|
10,597,907
|
10,597,907
|
5,612,560
|
5,612,560
|
||||||||||||
Policy loans
|
10,684,244
|
10,684,244
|
11,104,485
|
11,104,485
|
||||||||||||
Cash and cash equivalents
|
11,822,615
|
11,822,615
|
13,977,443
|
13,977,443
|
||||||||||||
Short term investments
|
0
|
0
|
4,382,181
|
4,382,181
|
||||||||||||
Liabilities
|
||||||||||||||||
Notes payable
|
0
|
0
|
4,400,000
|
4,400,000
|
2015
Premiums
Earned
|
2014
Premiums
Earned
|
|||||||
Direct
|
$
|
11,140,000
|
$
|
11,642,000
|
||||
Assumed
|
25,000
|
26,000
|
||||||
Ceded
|
(3,091,000
|
)
|
(3,127,000
|
)
|
||||
Net Premiums
|
$
|
8,074,000
|
$
|
8,541,000
|
2015
|
2014
|
|||||||
Cost of insurance acquired, beginning of year
|
$
|
9,047,984
|
$
|
10,636,412
|
||||
Sale of block of business
|
0
|
(602,778
|
)
|
|||||
Interest accretion
|
1,180,703
|
1,298,980
|
||||||
Amortization
|
(2,088,308
|
)
|
(2,284,630
|
)
|
||||
Net amortization
|
(907,605
|
)
|
(985,650
|
)
|
||||
Cost of insurance acquired, end of year
|
$
|
8,140,379
|
$
|
9,047,984
|
Interest
Accretion
|
Amortization
|
Net
Amortization
|
|||
2016
|
1,072,000
|
1,945,000
|
873,000
|
||
2017
|
967,000
|
1,806,000
|
839,000
|
||
2018
|
866,000
|
1,672,000
|
806,000
|
||
2019
|
770,000
|
1,546,000
|
776,000
|
||
2020
|
677,000
|
1,421,000
|
744,000
|
2015
|
2014
|
|||||||
Current tax
|
$
|
747,714
|
$
|
3,233,286
|
||||
Deferred tax
|
(1,680,429
|
)
|
(2,150,359
|
)
|
||||
Income tax expense (benefit)
|
$
|
(932,715
|
)
|
$
|
1,082,927
|
2015
|
2014
|
|||||||
Tax computed at statutory rate
|
$
|
95,663
|
$
|
3,894,334
|
||||
Changes in taxes due to:
|
||||||||
Non-controlling interest
|
(101,297
|
)
|
(1,073,704
|
)
|
||||
Current period loss for which no tax benefit was recognized
|
17,693
|
17,401
|
||||||
Small company deduction
|
(552,694
|
)
|
(134,653
|
)
|
||||
Dividend received deduction
|
(100,349
|
)
|
(1,414,353
|
)
|
||||
Other
|
(291,731
|
)
|
(206,098
|
)
|
||||
Income tax expense (benefit)
|
$
|
(932,715
|
)
|
$
|
1,082,927
|
2015
|
2014
|
|||||||
Investments
|
$
|
(2,735,072
|
)
|
$
|
2,728,928
|
|||
Cost of insurance acquired
|
2,849,133
|
3,166,794
|
||||||
Management/consulting fees
|
(55,125
|
)
|
(57,454
|
)
|
||||
Future policy benefits
|
1,546,770
|
1,778,105
|
||||||
Deferred gain on sale of subsidiary
|
2,312,483
|
2,312,483
|
||||||
Other liabilities
|
27,406
|
(127,461
|
)
|
|||||
Federal tax DAC
|
(540,128
|
)
|
(387,601
|
)
|
||||
Deferred tax liability
|
$
|
3,405,467
|
$
|
9,413,794
|
Outstanding Principal Balance
|
||||||||||
Instrument
|
Issue
Date
|
Maturity Date
|
December 31, 2015
|
December 31, 2014
|
||||||
Promissory Note:
|
||||||||||
UTG Avalon
|
12/29/2014
|
4/1/2018
|
$
|
0
|
$
|
4,400,000
|
Instrument
|
Issue Date
|
Maturity Date
|
Revolving Credit Limit
|
December 31, 2014
|
Borrowings
|
Repayments
|
December 31, 2015
|
|||||||||||||||
Lines of Credit:
|
||||||||||||||||||||||
UTG
|
11/20/2013
|
11/20/2015
|
$
|
8,000,000
|
$
|
0
|
0
|
0
|
$
|
0
|
||||||||||||
UG
|
6/2/2015
|
5/19/2016
|
10,000,000
|
0
|
0
|
0
|
0
|
Total Funding
Commitment
|
Unfunded
Commitment
|
|||||||
RLF III, LLC
|
$
|
4,000,000
|
$
|
398,120
|
||||
Llano Music, LLC
|
4,000,000
|
1,179,000
|
||||||
Sovereign's Capital, LP Fund I
|
500,000
|
125,000
|
||||||
UGLIC, LLC
|
1,600,000
|
120,000
|
||||||
Sovereign's Capital, LP Fund II
|
1,000,000
|
810,000
|
2015
|
2014
|
||
Basic weighted average shares outstanding
|
3,704,322
|
3,750,239
|
|
Weighted average dilutive options outstanding
|
0
|
0
|
|
Diluted weighted average shares outstanding
|
3,704,322
|
3,750,239
|
2015
|
2014
|
|||||||
Net income (loss)
|
$
|
306,059
|
$
|
12,200,025
|
||||
Capital and surplus
|
39,752,432
|
41,146,686
|
2015
|
2014
|
|||||||
Interest
|
$
|
70,141
|
$
|
635,664
|
||||
Federal income tax
|
3,300,000
|
4,000
|
Randall L. Attkisson
|
Committee Chairman
|
Joseph A. Brinck, II
|
Name, Age
|
Position with the Company, Business Experience and Other Directorships
|
Randall L. Attkisson, 70
|
Director of UTG since 1999; Director of First Southern Bancorp, Inc., a bank holding company, since 1986; Board Chairman of Metro Leadership Foundation since 2014; and Partner of Bluegrass Financial Holdings Subs/Affiliates since 2008.
|
Joseph A. Brinck, II, 60
|
Director of UTG since 2003; CEO of Stelter & Brinck, LTD, a full service combustion engineering and manufacturing company from 1983 to present; Salesman at Stelter & Brinck, LTD from 1979 to 1983; President of Superior Thermal, LTD from 1990 to present; President of Sanctity of Life Foundation since 2001 and Vice President of Ruah Woods Ministry since 2009. Currently holds Professional Engineering License in Kentucky.
|
Jesse T. Correll, 59
|
Chairman and CEO of UTG and Universal Guaranty Life Insurance Company since 2000; Director of UTG since 1999; Chairman, President, CEO of First Southern Bancorp, Inc. since 1988; Manager and President of First Southern Funding, LLC since 1992; President, Director of The River Foundation since 1990; Board member of Crown Financial Ministries from 2004 to 2009; Friends of the Good Samaritans since 2005; Generous Giving from 2006 to 2009 and the National Christian Foundation since 2006. Jesse Correll is the son of Ward and Regina Correll.
|
Ward F. Correll, 87
|
Director of UTG since 2000; President, Director of Tradeway, Inc. of Somerset, KY since 1973; Director of Cumberland Lake Shell, Inc. of Somerset, KY since 1971; President, Director of Tradewind Shopping Center, Inc. of Somerset, KY since 1966; Director of First Southern Bancorp since 1987; Director of First Southern Funding, LLC since 1991; Director of The River Foundation since 1990; and Director of First Southern Insurance Agency since 1987. Ward Correll is the father of Jesse Correll.
|
Brian J. Crall, 56
|
Director of UTG since 2015; Mr. Crall owns and is the President of foreClarity!, LLC. The Company was formed in 2012 and specializes in executive development, organizational development, strategic planning and public policy development. Mr. Crall also serves on the Board of Directors of MainSource Financial Group and from 2009 to 2012 Mr. Crall served as the Chief Executive Officer of CMD Holding, LLC, the holding company for CMD Health, Inc., a health insurance company and ClubMD, LLC, a series of primary care medical homes. From July 2008 to March 2009, Mr. Crall served as the Resource Director for the YMCA of the USA. Mr. Crall also served as the Personnel Cabinet Secretary for the Commonwealth of Kentucky from June 2006 to January 2007 and the Deputy Secretary of the Executive Cabinet, Office of the Governor of the Commonwealth of Kentucky from April 2004 to June 2006. During this time Mr. Crall served as a Director for the Kentucky Retirement System, a $15 billion retirement fund serving the employees of the state of Kentucky, and the Kentucky Deferred Compensation Authority, a $1.3 billion deferred compensation plan serving the employees of the Commonwealth of Kentucky.
Additionally, Mr. Crall served as CEO of Progress Printing Company from July 2000 until April 2004, and was the 13th District State Representative in the state of Kentucky from January 1995 until April 2004. Mr. Crall was CEO of the Owensboro Family YMCA from November 1986 through June 2000 and has been active in several civic and charitable organizations, including the Kentucky Youth Association, Habitat for Humanity, Owensboro Chamber of Commerce and the Fellowship of Christian Athletes. Mr. Crall became a Director of UTG, Inc. in December 2015.
|
Howard L. Dayton, Jr., 72
|
In 1985, Mr. Dayton founded Crown Ministries in Longwood, Florida. Crown Ministries merged with Christian Financial Concepts in September 2000 to form Crown Financial Ministries, the world's largest financial ministry. He served as Chief Executive Officer from 1985 to 2007 and in 2009 founded Compass - Finances God's Way. Mr. Dayton is a graduate of Cornell University. He developed The Caboose, a successful railroad-themed restaurant in Orlando, FL in 1969. In 1972 he began his commercial real estate development career, specializing in office development in the Central Florida area. He has authored five popular small group studies, produced several video series, and is the host for the nationally syndicated radio programs MoneyWise and HeyHoward. Asbury University named their business school the Howard Dayton School of Business. Mr. Dayton became a Director of UTG, Inc. in December 2005.
|
Peter L. Ochs, 64
|
Mr. Ochs is founder of Capital III, a private equity investment firm located in Wichita, Kansas. Capital III provides impact investment capital and management with investments in manufacturing, real estate, energy, and education with a geographical focus on the US and Latin America. Prior to founding Capital III, Mr. Ochs spent 8 years in the commercial banking industry. Mr. Ochs graduated from the University of Kansas with a degree in business and finance. He currently serves on the boards of UTG, Inc., the American Independence Funds, and Trinity Academy.
|
James P. Rousey, 57
|
President of UTG and Universal Guaranty Life Insurance Company since September 2006; Director of UTG and Universal Guaranty Life Insurance Company since September 2001; Chair of ACLI Forum 500 since November 2015; Member of Board of Governors of ACLI since November 2014; Regional CEO and Director of First Southern National Bank from 1988 to 2001. Board Member with the Illinois Fellowship of Christian Athletes from 2001-2005; Board Member with Contact Ministries from 2007-2011; Board Member with Amigos En Cristo, Inc. from 2007-2009.
|
Jesse T. Correll
|
Chairman of the Board and Chief Executive Officer
|
James P. Rousey
|
President
|
Name, Age
|
Position with UTG and Business Experience
|
Theodore C. Miller, 53
|
Corporate Secretary of UTG, Inc. and Universal Guaranty Life Insurance Company since December 2000; Senior Vice President and Chief Financial Officer since July 1997; Vice President since October 1992 and Treasurer from October 1992 to December 2003; Vice President and Controller of certain affiliated companies from 1984 to 1992; Vice President and Treasurer of certain affiliated companies from 1992 to 1997; Senior Vice President and Chief Financial Officer of subsidiary companies since 1997; Corporate Secretary of subsidiary companies since 2000.
|
Douglas P. Ditto, 60
|
Vice President of UTG, Inc. and Universal Guaranty Life Insurance Company since June 2009; Chief Investment Officer from 2009 to 2012; Assistant Vice President from June 2003 to June 2009; Chief Executive Officer, and Executive Vice President of First Southern Bancorp, Inc. since March 1985.
|
Name and Principal position
|
Year
|
Salary
|
Bonus
|
Stock Awards (3)
|
All Other Compensation
|
Total
|
|
Jesse T. Correll
Chief Executive Officer
|
2015
|
$175,000
|
$91,989
|
$7,269
|
(1)
|
$274,258
|
|
2014
|
$175,000
|
0
|
0
|
$7,000
|
(1)
|
$182,000
|
|
James P. Rousey
President
|
2015
|
$165,000
|
$92,000
|
$3,218
|
(2)
|
$260,218
|
|
2014
|
$165,000
|
0
|
0
|
$2,475
|
(2)
|
$167,475
|
|
Douglas P. Ditto
Vice President
|
2015
|
$120,000
|
$76,991
|
$4,985
|
(1)
|
$201,976
|
|
2014
|
$120,000
|
0
|
0
|
$4,800
|
(1)
|
$124,800
|
(1)
|
All Other Compensation consists of matching contributions to an Employee Savings Trust 401(k) Plan.
|
(2)
|
All Other Compensation consists of matching contributions to an Employee Savings Trust 401(k) Plan of $3,218 and $2,475 during 2015 and 2014 respectively.
|
(3)
|
Stock awards in the form of an annual bonus of 12,517 shares were issued in 2015. No stock awards were issued in 2014.
|
Name
|
Fees Earned or Paid in Cash
|
Stock Awards
(2)
|
All Other Compensation
|
Total
|
Jesse T. Correll
Chief Executive Officer
|
$0
|
$0
|
||
James P. Rousey
President
|
$0
|
$0
|
||
Randall L. Attkisson
Director
|
$0
|
$12,996
|
$12,996
|
|
Joseph A. Brinck, II
Director
|
$0
|
$11,000
|
$11,000
|
|
Ward F. Correll
Director
|
$0
|
$9,995
|
$9,995
|
|
Brian J. Crall
Director
|
$0
|
$2,987
|
$2,987
|
|
Peter L. Ochs
Director
|
$0
|
$11,991
|
$11,991
|
|
Howard L. Dayton
Director
|
$0
|
$11,991
|
$5,000 (1)
|
$16,991
|
Title
|
Amount
|
Percent
|
|
of
|
Name and Address
|
and Nature of
|
Of
|
Class
|
of Beneficial Owner (2)
|
Beneficial Ownership
|
Class (1)
|
Common
|
Jesse T. Correll
|
115,692
|
(3)(6)
|
3.1%
|
Stock, no
|
First Southern Bancorp, Inc.
|
1,406,785
|
(3)(4)(6)
|
37.9%
|
par value
|
First Southern Funding, LLC
|
341,997
|
(3)(4)(6)
|
9.2%
|
First Southern Holdings, LLC
|
1,201,876
|
(3)(4)(6)
|
32.3%
|
|
Ward F. Correll
|
270,825
|
(5)(6)
|
7.3%
|
|
WCorrell, Limited Partnership
|
72,750
|
(3)(6)
|
2.0%
|
|
Cumberland Lake Shell, Inc.
|
257,501
|
(5)(6)
|
6.9%
|
|
Eric L. Oliver
|
300,000
|
(7)
|
8.1%
|
(1)
|
The percentage of shares owned is based on 3,709,087 shares of Common Stock outstanding as of February 19, 2016.
|
(2)
|
The address for each of Jesse Correll, First Southern Bancorp, Inc. ("FSBI"), First Southern Funding, LLC ("FSF"), First Southern Holdings, LLC ("FSH"), and WCorrell, Limited Partnership ("WCorrell LP"), is 205 North Depot Street, Stanford, Kentucky 40484. The address for each of Ward F. Correll and Cumberland Lake Shell, Inc. ("CLS") is P.O. Box 430, 150 Railroad Drive, Somerset, Kentucky 42502. The address for Eric L. Oliver is 400 Pine Street, Suite 1010, Abilene, Texas 79601.
|
(3)
|
The share ownership of Jesse Correll listed includes 42,942 shares of Common Stock owned by him individually. The share ownership of Mr. Correll also includes 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Jesse Correll serves as managing general partner and as such, has sole voting and dispositive power over the shares held by the entity.
|
In addition, by virtue of his ownership of voting securities of FSF and FSBI, and in turn, their ownership of 100% of the outstanding membership interests of FSH, Jesse Correll may be deemed to beneficially own the total number of shares of Common Stock owned by FSH (as well as the shares owned by FSBI and FSF directly), and may be deemed to share with FSH (as well as FSBI and FSF directly) the right to vote and to dispose of such shares. Mr. Correll owns approximately 75.70% of the outstanding membership interests of FSF; he owns directly approximately 46.99%, companies he controls own approximately 14.08%, and he has the power to vote but does not own an additional 2% of the outstanding voting stock of FSBI. FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH.
|
|
(4)
|
The share ownership of FSBI consists of 204,909 shares of Common Stock held by FSBI directly and 1,201,876 shares of Common Stock held by FSH of which FSBI is a 99% member and FSF is a 1% member. As a result, FSBI may be deemed to share the voting and dispositive power over the shares held by FSH.
|
(5)
|
Includes 257,501 shares of Common Stock held by CLS, all of the outstanding voting shares of which are owned by Ward F. Correll.
|
(6)
|
According to the Schedule 13D, as amended, filed November 17, 2014, Jesse Correll, FSBI, FSF and FSH, have agreed in principle to act together for the purpose of acquiring or holding equity securities of UTG. In addition, the Schedule 13D indicates that because of their relationships with Jesse Correll and these other entities, Ward Correll, CLS and WCorrell, Limited Partnership may also be deemed to be members of this group. Because the Schedule 13D indicates that for its purposes, each of these entities and persons may be deemed to have acquired beneficial ownership of the equity securities of UTG beneficially owned by the other entities and persons, each has been identified and listed in the above tabulation.
|
(7)
|
Shares held in entities controlled by Eric Oliver according to the Schedule 13G filed September 5, 2012.
|
Title of
|
Name and Address of
|
Amount and Nature of
|
Percent of
|
Class
|
Beneficial Owner
|
Beneficial Ownership
|
Class (1)
|
UTG's
|
Randall L. Attkisson
|
Louisville, KY
|
2,290
|
*
|
|
Common
|
Joseph A. Brinck, II
|
Cincinnati, OH
|
14,376
|
*
|
|
Stock, no
|
Jesse T. Correll
|
Stanford, KY
|
1,864,474
|
(2)
|
50.3%
|
par value
|
Ward F. Correll
|
Somerset, KY
|
270,825
|
(3)
|
7.3%
|
Brian J. Crall
|
Nicholasville, KY
|
633
|
(4)
|
*
|
|
Howard L. Dayton, Jr.
|
Sanford, FL
|
6,295
|
*
|
||
Douglas P. Ditto
|
Danville, KY
|
16,134
|
(5)
|
*
|
|
Theodore C. Miller
|
Springfield, IL
|
12,292
|
*
|
||
Peter L. Ochs
|
Valley Center, KS
|
4,058
|
(6)
|
*
|
|
James P. Rousey
|
Hustonville, KY
|
7,276
|
*
|
||
All Directors and executive officers as a group (ten in number)
|
2,198,653
|
59.3%
|
(1)
|
The percentage of outstanding shares for UTG is based on 3,709,087 shares of Common Stock outstanding as of February 19, 2016.
|
(2)
|
The share ownership of Mr. Jesse Correll includes 42,942 shares of Common Stock owned by him individually, 204,909 shares of Common Stock held by FSBI and 341,997 shares of Common Stock owned by FSF. The share ownership of Mr. Correll also includes 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Mr. Correll serves as managing general partner. Mr. Correll has sole voting and dispositive power over the shares held by these entities. In addition, by virtue of his ownership of voting securities of FSF and FSBI, and in turn, their ownership of 100% of the outstanding membership interests of FSH (the holder of 1,201,876 shares of Common Stock), Mr. Correll may be deemed to beneficially own the total number of shares of Common Stock owned by FSH, and may be deemed to share with FSH the right to vote and to dispose of such shares. Mr. Correll owns approximately 75.5% of the outstanding membership interests of FSF; he owns directly approximately 47.0%, companies he controls own approximately 14.1%, and he has the power to vote but does not own an additional 2% of the outstanding voting stock of FSBI. FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH.
|
(3)
|
The share ownership of Mr. Correll includes 13,324 shares of Common Stock owned by him individually and 257,501 shares of Common Stock owned by Cumberland Lake Shell, Inc., all of the outstanding voting shares of which are owned by Ward F. Correll. Ward F. Correll is the father of Jesse T. Correll.
|
(4)
|
Includes 425 shares held in spouse's IRA.
|
(5)
|
Includes 1,600 shares held in a retirement account.
|
(6)
|
Includes 2,000 shares held in a trust for benefit of named individual.
|
(a)
|
The following documents are filed as a part of the report:
|
(1)
|
Financial Statements:
|
See Item 8, Index to Financial Statements
|
|
(2)
|
Financial Statement Schedules
|
NOTE: The financial statement schedules have been omitted as they are deemed inapplicable or not required by Regulation S-X.
|
(b)
|
Exhibits: The following are exhibits to this report, and if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included:
|
Exhibit
Number
|
Description
|
3.1
|
Certificate of Incorporation of the Registrant and all amendments thereto [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 3.1]
|
3.2
|
By-Laws for the Registrant and all amendments thereto [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 3.2]
|
4.1
|
UTG's Agreement pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K with respect to long-term debt instruments [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 4.1]
|
*10.2
|
Amendment to Reinsurance Agreement between Universal Guaranty Life Insurance Company and Optimum Re Insurance Company originally with Business Men's Assurance Company of America.
|
*10.3
|
Reinsurance Agreement between Universal Guaranty Life Insurance Company and Swiss RE originally with Life Reassurance Corporation of America.
|
*10.4
|
Assumption Reinsurance Agreement between Universal Guaranty Life Insurance Company and Park Avenue Life Insurance Company formerly known as First International Life Insurance Company.
|
10.5
|
Aircraft Lease Agreement [Incorporated by reference to the Registrant's Form 10-K, for the year ended December 31, 2010 originally filed as Exhibit 10.14].
|
10.7
|
StoneRiver Master Agreement [Incorporated by reference to the Registrant's Form 10-K, for the year ended December 31, 2011 originally filed as Exhibit 10.18].
|
10.9
|
Commercial pledge agreement dated November 20, 2012, between UTG, Inc. and Illinois National Bank. [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2012 originally filed as Exhibit 10.20]
|
10.10
|
Promissory Note dated March 4, 2013, between HPG Acquisitions, LLC and First National Bank of Tennessee [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2012 originally filed as Exhibit 10.21]
|
10.11
|
Administrative Services and Cost Sharing Agreement dated as of January 1, 2007 between UTG, Inc. and Universal Guaranty Life Insurance Company [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.11]
|
10.12
|
Agreement regarding Mortgage Loans by and between First Southern National Bank and Universal Guaranty Life Insurance Company [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.12]
|
10.13
|
Universal Guaranty Participation Agreement-Purchased Loan [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.13]
|
10.14
|
Universal Guaranty Participation Agreement-Originated Loan [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.14]
|
10.15
|
Line of Credit dated March 28, 2013, between UTG Avalon, LLC and First Southern Funding [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.15]
|
10.16
|
Management Data, Inc. Software License Agreement [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2015].
|
10.17
|
Note dated December 29, 2014, between UTG Avalon, LLC and First National Bank of Tennessee [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2015].
|
10.18
|
Aircraft Joint Ownership Agreement by and among Bandyco, LLC, First Southern National Bank and UTG, Inc. dated August 11, 2014 [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2015].
|
*10.19
|
Promissory Note dated November 20, 21015, between UTG, Inc. and Illinois National Bank.
|
14.1
|
Code of Ethics and Business Conduct [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 14.1]
|
14.2
|
Code of Ethical Conduct for Senior Financial Officers [Incorporated by reference to the Registrant's form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 14.2]
|
*21.1
|
List of Subsidiaries of the Registrant.
|
*31.1
|
Certificate of Jesse T. Correll, Chief Executive Officer and Chairman of the Board of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
*31.2
|
Certificate of Theodore C. Miller, Chief Financial Officer, Senior Vice President and Corporate Secretary of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
*32.1
|
Certificate of Jesse T. Correll, Chief Executive Officer and Chairman of the Board of UTG, as required pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
*32.2
|
Certificate of Theodore C. Miller, Chief Financial Officer, Senior Vice President and Corporate Secretary of UTG, as required pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
*99.1
|
Audit Committee Charter.
|
99.2
|
Whistleblower Policy [Incorporated by reference to theRegistrant's form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 99.2].
|
*99.3
|
Compensation Committee Charter.
|
*99.4
|
Investment Committee Charter.
|
*101
|
Interactive Data File
|
UTG, Inc.
|
||||||||
By:
|
/s/ Jesse T. Correll | |||||||
Jesse T. Correll
|
||||||||
Chairman and Chief Executive Officer and Director
|
||||||||
By:
|
/s/ Theodore C. Miller | |||||||
Theodore C. Miller
|
||||||||
Senior Vice President, Chief Financial Officer and Secretary
|
||||||||
(principal financial and accounting officer)
|
By: /s/ Randall L. Attkisson
|
By: /s/ Howard L. Dayton
|
|
Randall L. Attkisson
Director
|
Howard L. Dayton
Director
|
|
By: /s/ Joseph A. Brinck
|
By: /s/ Peter L. Ochs
|
|
Joseph A. Brinck
Director
|
Peter L. Ochs
Director
|
|
By: /s/ Jesse T. Correll
|
By: /s/ James P. Rousey
|
|
Jesse T. Correll
Chairman of the Board, Chief Executive Officer and Director
|
James P. Rousey
President and Director
|
|
By:
|
By: /s/ Theodore C. Miller
|
|
Ward F. Correll
Director
|
Theodore C. Miller
Corporate Secretary and Chief Financial Officer
|
|
By: /s/ Brian J. Crall
|
||
Brian J. Crall
Director
|
DATE:
|
11/18/10
|
SIGNATURE:
|
/s/Theodore C Miller
|
PLACE:
|
Springfield, IL
|
NAME:
|
Theodore C Miller
|
WITNESS:
|
/s/Fritzie Wagner
|
TITLE:
|
Accounting Manager
|
DATE:
|
10/22/10
|
SIGNATURE:
|
/s/Mario Georgiev
|
PLACE:
|
DALLAS, TEXAS
|
NAME:
|
MARIO GEORGIEV
|
WITNESS:
|
/s/Jean-Claude Page
|
TITLE:
|
PRESIDENT
|
1.
|
BMA shall accept reinsurance covering the C21X plan (L019585A) on either an automatic or facultative basis
|
2.
|
BMA will not participate in the endowments, or the return of premium features, nor the cash values.
|
3.
|
THE EFFECTIVE DATE shall be November 1, 1995.
|
CEDING COMPANY
|
||
/s/Gay E Sears
|
Senior Vice President
|
|
signature
|
title
|
|
/s/Christopher J Heisler
|
Assistant Vice President
|
|
signature
|
title
|
|
11/27/95
|
||
date
|
BMA
|
||
/s/Al Rodriquez
|
Senior Vice President/Reinsurance
|
|
signature
|
title
|
|
/s/James N. Mets
|
Vice President Reinsurance Actuary
|
|
signature
|
title
|
|
12/21/95
|
||
date
|
BMA
|
UNIVERSAL GUARANTY LIFE INSURANCE COMPANY
Springfield, Illinois
hereinafter referred to as the CEDING COMPANY
|
I
|
BASIS OF REINSURANCE……………………………..…………………………
|
1
|
|
II
|
LIABILITY………………………………………………………………………….
|
3
|
|
III
|
ADMINISTRATIVE REPORTING……………………...…………………………
|
3
|
|
IV
|
PLANS OF REINSURANCE…………………………….…………………………
|
5
|
|
V
|
REINSURANCE PREMIUM…………………………….…………………………
|
5
|
|
VI
|
PREMIUM ACCOUNTING………………………………..………………………
|
6
|
|
VII
|
OVERSIGHTS………………………………………………………………………
|
7
|
|
VIII
|
REDUCTIONS, TERMINATIONS AND CHANGES….…………………………
|
7
|
|
IX
|
INCREASE IN RETENTION AND RECAPTURES………………………………
|
8
|
|
X
|
REINSTATEMENTS…………………………………….…………………………
|
9
|
|
XI
|
EXPENSE OF ORIGINAL POLICY…………………….…………………………
|
9
|
|
XII
|
CLAIMS………………………………………………….…………………………
|
9
|
|
XIII
|
TAX CREDITS…………………………………………..…………………………
|
11
|
|
XIII
|
DAC TAX………………………………………………...…………………………
|
11
|
|
XIV
|
INSPECTION OF RECORDS………………………………………………………
|
11
|
|
XV
|
INSOLVENCY………………………………………………………………………
|
11
|
|
XVI
|
ARBITRATION…………………………………………..…………………………
|
12
|
|
XVII
|
PARTIES TO AGREEMENT…………………………….…………………………
|
13
|
|
XVIII
|
TERMINATION OF AGREEMENT……………………..…………………………
|
13
|
SCHEDULES
|
||
A
|
SPECIFICATIONS
|
|
B
|
BENEFITS AND NAR CALCULATIONS
|
|
C
|
ADDITIONAL INFORMATION AND EXCEPTIONS
|
EXHIBITS
|
||
I
|
RETENTION LIMITS
|
|
IA
|
UNDERWRITING GUIDELINES
|
|
II
|
REINSURANCE PREMIUMS
|
|
III
|
COMMISSIONS AND ALLOWANCES (COINSURANCE)
|
1.
|
REQUIREMENTS FOR AUTOMATIC REINSURANCE
|
||
A.
|
The individual risk must be a permanent resident of the United States or Canada.
|
||
B.
|
The individual risk must be underwritten by the CEDING COMPANY according to the standard underwriting practices and guidelines as shown in Exhibit IA. The CEDING COMPANY shall immediately notify BMA of any changes in underwriting practices or guidelines. Any risk falling into a category of special underwriting programs shall be excluded from this Agreement.
|
||
C.
|
Any risk offered on a facultative basis to BMA or any other reinsurer shall not qualify for automatic reinsurance.
|
||
D.
|
The maximum issue age on any risk shall be age 70. Issue ages over 70 must be submitted facultatively.
|
||
E.
|
The mortality rating on any one risk must not exceed Table 8, or 300%, or its equivalent on a flat extra premium basis. Cases exceeding Table 8, or 300%, or its equivalent must be submitted facultatively.
|
||
F.
|
The maximum amount of insurance issued and applied for in all companies on any one risk shall not exceed the Jumbo limits as stated in Schedule A.
|
||
G.
|
On any risk, the CEDING COMPANY must retain the amounts of insurance as stated in Exhibit I.
|
||
H.
|
The maximum amounts of insurance to be reinsured on any one life shall not exceed the automatic binding limits as stated in Schedule A.
|
||
I.
|
The minimum amount of insurance to be ceded shall be $5,000.
|
||
2.
|
REQUIREMENTS FOR FACULTATIVE REINSURANCE
|
||
A.
|
Plan of Insurance Listed in Schedule A:
|
||
(1)
|
If the Requirements for Automatic Reinsurance are met but the CEDING COMPANY prefers to apply for facultative reinsurance, or
|
||
(2)
|
If Requirements for Automatic Reinsurance are not met then the CEDING COMPANY must submit to BMA all the underwriting documentation relating to the insurability of the individual risk for facultative reinsurance.
|
||
B.
|
Plan of Insurance Not Listed in Schedule A:
|
||
On a Yearly Renewable Term treaty the CEDING COMPANY may submit an application for facultative reinsurance on any plan(s).
|
|||
On a Coinsurance treaty the Ceding Company cannot submit an application for facultative reinsurance on plan(s) other than the plan(s) listed in Schedule A.
|
|||
C.
|
An application for facultative reinsurance may include life insurance with or without either disability waiver of premium or accidental death or both. Only accidental death reinsurance may be submitted without an application for life insurance.
|
||
D.
|
Copies of all underwriting papers relating to the insurability of the individual risk must be sent to BMA for facultative reinsurance. After BMA has examined the underwriting papers, BMA will promptly notify the CEDING COMPANY of the underwriting offer subject to additional requirements, the final underwriting offer or declination. Any final underwriting offer on the individual risk will automatically terminate upon the earliest of:
|
||
(1)
|
The date BMA receives notice of a withdrawal/cancellation by the CEDING COMPANY,
|
||
(2)
|
120 days after the date on which the offer was made, or
|
||
(3)
|
The date specified in BMA's approval to extend the offer.
|
||
E.
|
The minimum amount of insurance to be ceded shall be $5,000.
|
1.
|
BMA's liability for automatic reinsurance shall begin simultaneously with the CEDING COMPANY's liability.
|
2.
|
Except for additional coverage pertaining to conditional receipt as described in Schedule C, BMA's liability for facultative reinsurance on individual risks shall not begin unless and until the CEDING COMPANY has accepted BMA's final and unconditional written offer on the application for facultative reinsurance.
|
3.
|
BMA's liability for reinsurance on individual risks shall terminate when the CEDING COMPANY's liability terminates.
|
4.
|
As long as the original policy remains in full force, all paid-up additions and accumulated dividends shall be the liability of the CEDING COMPANY.
|
5.
|
In no event shall reinsurance under this Agreement be in force unless the insurance issued directly by the CEDING COMPANY is in force and is issued and delivered in a jurisdiction in which the CEDING COMPANY is properly licensed.
|
6.
|
The payment of reinsurance premiums in accordance with this Agreement shall be a condition precedent to the liability of BMA under reinsurance covered by this Agreement.
|
1.
|
Self-Administered Business
|
Promptly after liability for insurance has begun on an individual risk, the CEDING COMPANY shall have the responsibility of maintaining adequate records for the administration of the reinsurance account and shall furnish BMA with monthly reports, in substantial conformity with the following:
|
|
A.
|
MONTHLY NEW BUSINESS REPORT
|
(1) policy number
|
(10) amount reinsured
|
|
(2) full name of insured
|
(11) automatic/facultative indicator
|
|
(3) date of birth
|
(12) state of residence
|
|
(4) sex
|
(13) table rating
|
|
(5) issue age
|
(14) flat extra (amount + number of years)
|
|
(6) policy date
|
(15) death benefit option (UL products)
|
|
(7) underwriting classification
|
(16) net amount at risk
|
|
(8) plan of insurance
|
(17) transaction code
|
|
(9) amount issued
|
(18) currently if other than U.S.
|
B.
|
MONTHLY CONVERSION REPORT
|
The CEDING COMPANY shall furnish BMA with a separate listing of reinsurance policies that are conversions or replacements to the plan(s) as stated in Schedule A. The listing should provide the following information:
|
|
(1) 1 through 18 in 1.A above
|
(4) attained age
|
(2) original policy date
|
(5) duration
|
(3) original policy number
|
(6) effective date if other than policy date
|
C.
|
MONTHLY PREMIUM REPORT
|
At the end of each month the CEDING COMPANY shall send to BMA a listing of all reinsurance policies issued or renewing during the past month accompanied by the reinsurance premiums for such policies. The listing should be segregated into first year issues and renewals and should provide the following information:
|
(1) 1 through 18 in 1.A above
|
(2) current net amount at risk
|
(3) On Yearly Renewable Term treaties the net reinsurance premium due for each reinsured policy with the premium for life and each supplemental benefit separated.
|
(4) On Coinsurance treaties the gross reinsurance premium, commissions, net reinsurance premium and other amounts (e.g. dividends, cash surrender values) with premium separated for life and each supplemental benefit.
|
All monthly lists shall be submitted to BMA no later than the 20th day of the following month.
|
||
D.
|
MONTHLY CHANGE REPORT
|
|
The CEDING COMPANY shall report the details of all policy terminations and changes on the reinsured policies. In addition to the data indicated in 1.A, above, the report should provide information about the nature, the effective date, and the financial result of the change with respect to reinsurance.
|
||
E.
|
MONTHLY POLICY EXHIBIT REPORT
|
|
The CEDING COMPANY shall provide a summary of new issues, terminations, recaptures, changes, death claims and reinstatements during the month and the inforce reinsurance at the end of the month.
|
||
F.
|
QUARTERLY REPORTING
|
|
1.
|
Within ten (10) days following the end of the quarter, the CEDING COMPANY shall provide BMA with Premiums Due and Unpaid. This report may be in summary form reporting totals by line of business with separate totals for first year and renewals.
|
|
2.
|
Within ten (10) days following the end of the quarter, the CEDING COMPANY shall provide BMA with totals for the reserve liability including statutory reserves by valuation basis segregated by Yearly Renewable Term and Coinsurance.
|
|
G.
|
ANNUAL INFORCE LISTING
|
|
Within ten (10) days after the close of the year, the CEDING COMPANY shall furnish BMA a listing of reinsurance in force by policy, by year of issue, segregated by Yearly Renewable Term and Coinsurance and include statutory reserves for the same.
|
||
H.
|
CLAIMS
|
|
Claims shall be reported as incurred on an individual basis.
|
||
2.
|
Individual Cession Business
|
|
Promptly after liability for reinsurance has begun on the individual risk the CEDING COMPANY shall send BMA a "Reinsurance Cession". Based on the information on the "Reinsurance Cession", BMA will prepare and send the CEDING COMPANY a "Reinsurance Cession Card". When reinsurance is reduced or changed the CEDING COMPANY shall send BMA an "Amended Reinsurance Cession".
|
1.
|
Life reinsurance shall be ceded on the basis stated in Schedule A.
|
2.
|
Copies of all life insurance policies, riders, rate manuals, benefit forms, commuted value tables and cash value tables shall be provided by the CEDING COMPANY to BMA, and BMA shall be promptly notified of any changes therein.
|
1.
|
Life Reinsurance Premiums
|
||
A.
|
Life Reinsurance Premiums Paid on a Coinsurance Basis
|
||
The CEDING COMPANY shall pay the current premium as shown in Exhibit II based on the amount of life insurance reinsured, less the allowance stated in Exhibit III. In addition, the CEDING COMPANY shall pay any substandard table extra and flat extra premiums, but shall exclude the policy fee. In the event the current premium is changed, BMA shall be notified by the CEDING COMPANY immediately.
|
|||
B.
|
Life Reinsurance Premiums on a Yearly Renewable Term Basis
|
||
The life reinsurance premium on the net amount at risk shall be based on rates shown in Exhibit II.
|
|||
For those premiums less than the net premium rate or rates based on the 1980 CSO Table at 4 ½% interest, only the latter rate or rates shall be guaranteed. Should BMA increase the reinsurance premiums to the 1980 CSO Table at 4 ½% interest, then the CEDING COMPANY shall have the right to immediately recapture any business affected by that change.
|
1.
|
Payment of Reinsurance Premium.
|
||
A.
|
The reinsurance premiums shall be paid to BMA using the rates shown in Exhibit II.
|
||
B.
|
On issues ceded by individual cessions BMA shall send the CEDING COMPANY each month two copies of a statement listing first year and renewal reinsurance premiums less refunds and allowances which are due during the current month.
|
||
C.
|
On self-administered business the CEDING COMPANY shall provide the statement to BMA using the format described in Article III Self-Administered Business.
|
||
D.
|
If a net reinsurance premium balance is payable to BMA the CEDING COMPANY shall pay this balance within forty-five (45) days after the close of that month. If the full balance is not received within the forty-five (45) day period, the reinsurance premiums for reinsurance risks listed on the statement, for which payment was not received, shall be delinquent and the liability of BMA shall cease as of the date reinsurance premium were due.
|
||
E.
|
If a net reinsurance premium balance is payable to the CEDING COMPANY, BMA shall pay this net balance within forty-five (45) days after the monthly statement was sent to the CEDING COMPANY. If the monthly statement has not been returned within forty-five (45) days, BMA shall assume the CEDING COMPANY has verified and is in agreement with the net balance and shall make payment to the CEDING COMPANY.
|
||
2.
|
Currency.
|
||
The reinsurance premiums and benefits payable under this Agreement shall be payable in the lawful money of the United States or Canada.
|
1.
|
A.
|
If in accordance with policy provisions the original policy is converted to permanent life insurance, the life risk under the converted policy which exceeds the amount of risk originally retained by the CEDING COMPANY shall continue to be reinsured with BMA.
|
B.
|
If there is a replacement where full underwriting evidence is not required according to the CEDING COMPANY regular underwriting rules, the life risk which exceeds the amount of risk originally retained by the CEDING COMPANY shall continue to be reinsured with BMA.
|
|
C.
|
If there is a replacement where full underwriting evidence is required by the CEDING COMPANY, reinsurance may be ceded to BMA subject to a written agreement between BMA and the CEDING COMPANY.
|
|
2.
|
If the amount of insurance under a policy or rider reinsured under the Agreement increases and
|
|
A.
|
The increase is subject to new underwriting evidence, the provisions of Article I shall apply to the increase in reinsurance.
|
|
B.
|
The increase is not subject to new underwriting evidence, BMA shall accept automatically the increase in reinsurance but not to exceed the automatic binding limit as stated in Schedule A.
|
|
3.
|
If the amount of insurance under a policy or rider reinsured under this Agreement is increased or reduced, any increase or reduction in reinsurance for the risk involved shall be effective on the effective date of the increase or reduction in the amount of insurance.
|
|
4.
|
If any portion of the prior insurance retained by the CEDING COMPANY on an individual life reduces or terminates, any reinsurance under this Agreement based on the same life shall also be reduced or terminated. The CEDING COMPANY shall reduce its reinsurance by applying the retention limits which were in effect at the time the policy was issued. The "reinsurance adjustment due to lapse or reduction of previous insurance" shall be effective on the same date as the lapse or reduction of prior insurance. The reinsurance to be terminated or reduced shall be determined in chronological order by the date the risk was first reinsured. Two or more policies issued the same date shall be considered one policy.
|
|
5.
|
If the insurance for a risk is shared by more than one reinsurer, BMA's percentage of the increased or reduced reinsurance shall be the same as BMA's percentage of initial reinsurance of the individual risk.
|
|
6.
|
If a risk reinsured under this Agreement is terminated, the reinsurance for that risk shall be terminated as of the effective date of the termination.
|
|
7.
|
For facultative reinsurance, if the CEDING COMPANY reduces the mortality rating, the reduction shall be subject to the facultative provisions of this Agreement as stated in Article I, Section 2.
|
|
8.
|
BMA shall refund all unearned reinsurance premiums not including policy fees, less applicable allowances, arising from reductions, terminations and changes as described in this Article.
|
1.
|
If the CEDING COMPANY changes its retention limits, as listed in Exhibit I, prompt written notice of the change shall be provided to BMA.
|
||
2.
|
The CEDING COMPANY shall have the option of recapturing the reinsurance under this Agreement in the event the CEDING COMPANY increases its retention limit and the policies have been in force the required length of time as stated in Schedule A. The CEDING COMPANY may exercise its option to recapture by giving written notice to BMA within ninety (90) days after the effective date of the increase in retention. If the recapture option is not exercised within ninety days (90) days after the effective date of the increase in retention the CEDING COMPANY may choose to recapture at a later date. In that case, the date of the written notification to BMA shall determine the effective date the recapture program shall begin.
|
||
3.
|
If the CEDING COMPANY exercises its option to recapture, then:
|
||
A.
|
The CEDING COMPANY shall reduce the reinsurance on all individual risks on which it retained its maximum retention for the age and mortality rating that was in effect at the time the reinsurance was ceded.
|
||
B.
|
The CEDING COMPANY shall increase its total amount of insurance on the individual risk up to its new retention by reducing the amount of reinsurance. If an individual risk is shared by more than one reinsurer, BMA's percentage of the reduced reinsurance shall be the same as BMA's initial percentage of reinsurance on the individual risk.
|
||
C.
|
The reduction of reinsurance shall become effective on the later of the following dates:
|
||
(1)
|
The policy anniversary date immediately following the date the recapture program is to begin as determined by paragraph 2. of this Article;
|
||
(2)
|
The number of years stated in Schedule A starting with the "policy date."
|
||
D.
|
In the event the CEDING COMPANY overlooks any reduction in the amount of a reinsurance policy because of an increase in the CEDING COMPANY's retention, the acceptance by BMA of reinsurance premiums under these circumstances shall not constitute a liability on the part of BMA for such reinsurance. BMA shall be liable only for a refund of premiums.
|
||
4.
|
No recapture shall be permitted for reinsurance on an individual risk if (a) the CEDING COMPANY retained less than its maximum retention for the age and mortality rating in effect at the time the reinsurance was ceded to BMA, or if (b) the CEDING COMPANY did not retain any of the individual risk.
|
1.
|
The CEDING COMPANY shall give BMA prompt notice of any claim. Copies of the proofs obtained by the CEDING COMPANY together with a statement showing the amount due or paid on such claim by the CEDING COMPANY shall be furnished to BMA at the time payment is requested.
|
2.
|
BMA shall accept the decision of the CEDING COMPANY in settling the claim and shall pay its portion to the CEDING COMPANY upon receipt of proof that the CEDING COMPANY has paid the claimant. It is agreed, however, that if a lesser amount at risk is retained by the CEDING COMPANY than the amount ceded to BMA, the CEDING COMPANY shall consult with BMA concerning its investigation and/or payment of the claim, although the final decision shall be that of the CEDING COMPANY.
|
3.
|
The CEDING COMPANY shall notify BMA of its intention to contest, compromise, or litigate a claim involving reinsurance, and BMA shall pay its share of the payment and specific claim expenses therein involved, unless it declines to be a party to the contest, compromise, or litigation in which case it shall pay the full amount of the reinsurance to the CEDING COMPANY. "Claim expenses" shall be deemed to mean only the reasonable legal and investigative expenses connected with the litigation or settlement of claims. "Claim expenses" shall not include expenses incurred in connection with a dispute or contest arising out of conflicting claims or entitlement to policy proceeds which the CEDING COMPANY admits are payable or any routine claim administrative expenses, Home Office or otherwise.
|
4.
|
In the event the amount of insurance provided by a policy or policies reinsured hereunder is increased or reduced because of a misstatement of age or sex established after the death of the insured, BMA shall share in the increase or reduction in the proportion that the net liability of BMA bore to the sum of the retained net liability of the CEDING COMPANY and the net liability of other reinsurers immediately prior to such increase or reduction. The reinsurance with BMA shall be written from commencement on the basis of the adjusted amounts using premiums and reserves at the correct ages and sex. The adjustment for the difference in premiums shall be made without interest.
|
5.
|
It is understood and agreed that the payment of a death claim by BMA shall be made in one sum regardless of the mode of settlement under the policy of the CEDING COMPANY.
|
6.
|
In no event shall BMA have any liability for any Extra-Contractual damages which are assessed against the CEDING COMPANY as a result of acts, omissions or course of conduct committed by the CEDING COMPANY or its agents, other than a good faith decision to deny claim liability, in connection with insurance reinsured under this Agreement. It is recognized that there may be special circumstances involved which indicate that BMA should participate in certain assessed damages. These circumstances are not amendable to advance specific definition, but could include those situations in which BMA was an active party in the act, omission or course of conduct which ultimately results in the assessment of such damages. The extent of such participation will be determined on a good faith assessment of culpability in each case, but all factors being equal, the division of any such assessment will generally be in the proportion of net liability borne by each party.
|
7.
|
If a claim is approved for disability waiver of premium insurance reinsured under this Agreement, the CEDING COMPANY shall continue to pay reinsurance premiums to BMA. BMA shall reimburse the CEDING COMPANY BMA's share of the annual liability.
|
1.
|
In the event of insolvency of the CEDING COMPANY, all reinsurance shall be payable by BMA directly to the CEDING COMPANY or its liquidator, receiver, or statutory successor, on the basis of the liability of the CEDING COMPANY under the policy or policies reinsured, without diminution because of the insolvency of the CEDING COMPANY.
|
2.
|
It is agreed that the liquidator, receiver, or statutory successor of the insolvent CEDING COMPANY shall give written notice to BMA of the pending of a claim against the insolvent CEDING COMPANY on any policy reinsured within a reasonable time after such claim is filed in the insolvency proceedings. During the pendency of any such claim BMA may investigate such claim and interpose, in the proceeding where such claim is to be adjudicated, any defense or defenses which BMA may deem available to the CEDING COMPANY or its liquidator, receiver, or statutory successor. The expense thus incurred by BMA shall be chargeable, subject to court approval, against the insolvent CEDING COMPANY as part of the expense of liquidation to the extent of proportionate share of the benefit which may accrue to the CEDING COMPANY solely as a result of the defense undertaken by BMA.
|
3.
|
Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall be apportioned in accordance with the terms of the Agreement as though such expenses had been incurred by the CEDING COMPANY.
|
4.
|
Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the CEDING COMPANY or BMA with respect to this agreement or with respect to any other claim of one party against the other are deemed mutual debts or credits, as the case may be, and shall be set off, and only the balance shall be allowed or paid.
|
1.
|
It is the intention of the CEDING COMPANY and BMA that the customs and practices of the insurance and reinsurance industry shall be given full effect in the operation and interpretation of this Agreement. The parties agree to act in all things with the highest good faith. However, if BMA and the CEDING COMPANY cannot mutually resolve a dispute or claim which arises out of or relates to this agreement, the dispute or claim shall be settled through arbitration.
|
2.
|
The arbitrators shall be impartial regarding the dispute, and shall base their decision on the terms and conditions of this agreement plus, as necessary, on the customs and practices of the insurance and reinsurance industry.
|
3.
|
There shall be three arbitrators who must be officers of life insurance companies other than the parties to this agreement or their subsidiaries. Each of the parties to this agreement shall appoint one of the arbitrators and these two arbitrators shall select the third. If a party to this agreement fails to appoint an arbitrator within thirty (30) days after the other party to this agreement has given notice of the arbitrator appointment, the American Arbitration Association shall appoint an arbitrator for the party to this Agreement that has failed to do so. Should the two arbitrators be unable to agree on the choice of the third, then the appointment of this arbitrator is left to the American Arbitration Association.
|
4.
|
Except for the appointment of arbitrators in accordance with the provisions of Section 3 of this Article, arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association which are in effect on the date of delivery of demand for arbitration. Arbitration shall be conducted in Kansas City, Missouri.
|
5.
|
Each party to this agreement shall pay part of the arbitration expenses which are apportioned to it by the arbitrators.
|
6.
|
The award agreed by the arbitrators shall be final, and judgment may be entered upon it in any court having jurisdiction.
|
1.
|
This Agreement may be terminated at any time by either party giving at least ninety (90) days written notice of termination. The day the notice is deposited in the mail addressed to the Home Office, or to an Officer of either company shall be the first day of the ninety-day (90) period.
|
2.
|
The CEDING COMPANY shall continue to cede reinsurance and BMA shall continue to accept reinsurance, as provided for by the terms of this Agreement, until the date of termination.
|
3.
|
All automatic reinsurance which became effective prior to the termination of this Agreement and all facultative reinsurance approved by BMA based upon applications received prior to termination of this Agreement shall remain in effect until its termination or expiration, unless the CEDING COMPANY and BMA mutually decide otherwise.
|
CEDING COMPANY
|
||
/s/James E Melville
|
President
|
|
signature
|
title
|
|
/s/George E Frances
|
Secretary
|
|
signature
|
title
|
|
11/15/93
|
||
date
|
BMA
|
||
/s/John Walker
|
Managing Director/Reinsurance
|
|
signature
|
title
|
|
/s/WM. Crouch
|
Reinsurance
Administrative Vice President
|
|
signature
|
title
|
|
11/24/93
|
||
date
|
1.
|
TYPE OF BUSINESS:
|
|
Life insurance issued by the CEDING COMPANY.
|
||
2.
|
TYPE OF REPORTING
|
|
Self-administered
|
||
3.
|
PLANS OF INSURANCE:
|
|
Permanent Plans, Universal Life, and Riders Term Plans
|
||
4.
|
BASIS OF REINSURANCE: Automatic Yearly Renewable Term
|
|
SURNAME ALPHABETIC DIVISION: A-Z
|
||
QUOTA SHARE: 50%
|
||
5.
|
JUMBO LIMIT:
|
|
A.
|
Life: $10,000,000
|
|
B.
|
Waiver of Premium: $5,000,000
|
|
6.
|
BINDING LIMIT:
|
|
A.
|
Life: Five (5) times the retention of the CEDING COMPANY.
|
|
B.
|
Waiver of Premium or Monthly Cost of Insurance: Amounts equal to but not exceeding the amounts payable to the CEDING COMPANY for the amount of life reinsured with BMA.
|
|
7.
|
YEARS TO RECAPTURE:
|
|
Ten (10) years
|
||
8.
|
PREMIUM TAX REIMBURSEMENT:
|
|
BMA will not reimburse premium taxes.
|
1.
|
LIFE
|
|
A.
|
Level Term Plans (twenty years or less) – The net amount at risk shall be the reinsurance face amount ceded.
|
|
B.
|
Level Term Plans (more than twenty years) or Permanent Plans -
|
|
1st Year – Full amount ceded
|
||
2nd through 10th Years – Annual decrement is equal to one-tenth of the 10th year Cash Value.
|
||
11th through 20th Years – Annual decrement is equal to one-tenth of the difference between the 10th year and the 20th year Cash Value.
|
||
Subsequent years calculated in a similar manner.
|
||
C.
|
Decreasing Term Plans – The first net amount at risk will be the reinsurance face amount ceded. Subsequent years will be determined from the commuted values schedule provided by the CEDING COMPANY.
|
|
D.
|
Universal Life Plans – The CEDING COMPANY shall furnish BMA the net amount at risk on a self-administered report.
|
|
2.
|
WAIVER OF PREMIUM OR MONTHLY COST OF INSURANCE
|
|
Reinsurance premiums in the first years are zero. Renewal reinsurance premiums to BMA are 90% of the gross disability premium charged the insured by the CEDING COMPANY on the initial amount reinsured for waiver of premium and the amount reinsured for monthly cost of insurance.
|
1.
|
This agreement includes coverage for conditional receipt liability for facultative cases sent to BMA. In no event shall BMA's conditional receipt liability exceed $750,000.00 or the automatic binding limit specified in Schedule A, whichever is less.
|
|
BMA's conditional receipt liability shall begin simultaneously with the CEDING COMPANY's liability and shall cease upon:
|
||
A.
|
BMA's declination of the risk, or
|
|
B.
|
The first acceptance by the CEDING COMPANY of an unconditional offer by a reinsurer other than BMA, or
|
|
C.
|
The expiration of 120 days from the date BMA's facultative offer is communicated to the CEDING COMPANY.
|
|
2.
|
For policies which are underwritten as substandard, the rate charged for reinsurance will be at the standard rate plus the appropriate table rate, regardless of how the policy is treated by the CEDING COMPANY.
|
|
3.
|
Conversions will be reinsured on a point-in-scale basis using the same reinsurance rate as the original plan.
|
SUBSTANDARD
|
SUBSTANDARD
|
SUBSTANDARD
|
||||||
TABLE FLAT EXTRA
|
TABLE FLAT EXTRA
|
TABLE FLAT EXTRA
|
||||||
ISSUE AGES
|
STANDARD
|
|||||||
0-65
|
$100,000
|
$100,000
|
$100,000
|
$100,000
|
||||
65 & OVER
|
$60,000
|
$60,000
|
$60,000
|
$60,000
|
Spillover $25,000
|
ARTICLE I
|
AUTOMATIC REINSURANCE…………………………………………
|
1
|
1.
|
Insurance……………………………………………………………………
|
1
|
2.
|
Coverages…………………………………………………………………...
|
2
|
3.
|
Jumbo Risk………………………………………………………………….
|
2
|
4.
|
Waiver of Disability Acceptance and Participation Limits………………....
|
3
|
ARTICLE II
|
FACULTATIVE REINSURANCE………………………………….……
|
3
|
ARTICLE III
|
LIABILITY…………………………………………………………….…..
|
3
|
1.
|
Automatic Reinsurance Liability……………………………………………
|
3
|
2.
|
Facultative Reinsurance Liability…………………………………………..
|
4
|
ARTICLE IV
|
AMOUNT OF INSURANCE………………………………………….….
|
4
|
1.
|
Amounts…………………………………………………………………….
|
4
|
2.
|
Minimum Amounts…………………………………………………………
|
5
|
3.
|
Reductions and Terminations……………………………………………….
|
5
|
4.
|
Reinstatements………………………………………………………………
|
6
|
ARTICLE V
|
PROCEDURES FOR REINSURANCE…………………………………..
|
6
|
1.
|
Monthly Reports……………………………………………………………..
|
6
|
2.
|
Facultative Reinsurance……………………………………………………..
|
7
|
3.
|
Quarterly Reports……………………………………………………………
|
8
|
ARTICLE VI
|
PREMIUMS………………………………………………………………..
|
8
|
1.
|
Life Insurance……………………………………………………………….
|
8
|
2.
|
Disability Benefits…………………………………………………………..
|
8
|
3.
|
Preliminary Term Insurance…………………………………………………
|
9
|
4.
|
Premium Taxes………………………………………………………………
|
9
|
5.
|
Payments…………………………………………………………………….
|
9
|
6.
|
Nonpayment of Reinsurance Premiums…………………………………….
|
9
|
7.
|
Misstatements……………………………………………………………….
|
10
|
ARTICLE VII
|
CLAIMS…………………………………………………………….……….
|
10
|
1.
|
Notice…………………………………………………………………………
|
10
|
2.
|
Company's Decision…………………………………………………….……
|
10
|
3.
|
Contested Claims……………………………………………………………..
|
11
|
4.
|
Misstatements………………………………………………………...………
|
11
|
5.
|
Payment………………………………………………………………………
|
12
|
6.
|
Extra-Contractual Damages………………………………………………….
|
12
|
7.
|
Disability Waiver of Premium Insurance……………………………………
|
12
|
ARTICLE VIII
|
INSOLVENCY……………………………………………………………..
|
13
|
ARTICLE IX
|
ARBITRATION…………………………………………………………….
|
14
|
ARTICLE X
|
GENERAL PROVISIONS…………………………………………………
|
15
|
1.
|
Policy Forms and Rates………………………………………………….…..
|
15
|
2.
|
Reinsurance Conditions……………………………………………………..
|
15
|
3.
|
Expenses…………………………………………………………………….
|
16
|
4.
|
Errors and Omissions………………………………………………………..
|
16
|
5.
|
Offset………………………………………………………………………...
|
16
|
6.
|
Inspection……………………………………………………………………
|
16
|
ARTICLE XI
|
RECAPTURE………………………………………………………………
|
17
|
ARTICLE XII
|
DURATION OF AGREEMENT……………………………………..…..
|
17
|
ARTICLE XIII
|
EXECUTION………………………………………………………………
|
18
|
Schedule A
|
Retention and Reinsurance Limits
|
|
Schedule B
|
Reinsurance Statement and Bulk Reporting Forms
|
|
Schedule C
|
Premiums
|
1.
|
Insurance
|
(a)
|
A jumbo risk as defined in paragraph 3 below.
|
(b)
|
A risk which has been sent to Life Re or any other reinsurer for facultative underwriting consideration.
|
2.
|
Coverages
|
3.
|
Jumbo Risk
|
Life
|
|
All Ages
|
$5,000,000
|
4.
|
Waiver of Disability Acceptance and Participation Limits
|
5.
|
Regular Limits of Retention
|
1.
|
Automatic Reinsurance Liability
|
2.
|
Facultative Reinsurance Liability
|
(a)
|
Life Re has given the Company an unconditional approval on the application for reinsurance, and
|
(b)
|
the Company has notified Life Re of its acceptance of such offer in writing within ninety (90) days.
|
1.
|
Amounts
|
R = D – X
|
|
Where:
|
D = Death Benefit
|
X = The Ceding Company's Retention
|
2.
|
Minimum Amounts
|
3.
|
Reductions and Terminations
|
4.
|
Reinstatements
|
(a)
|
Automatic Reinsurance
A Reinsured Policy originally ceded under this Agreement on an automatic basis, that is reduced, terminated or lapsed, and later reinstated by the Company pursuant to policy provisions will be accepted for reinsurance by Life Re up to such amount as would be in force if such Reinsured Policy had not been reduced, terminated or lapsed. The Company will pay to Life Re, Life Re's Share of any premiums and interest that the Company has received for reinstatement.
|
(b)
|
Facultative Reinsurance
A Reinsured Policy originally ceded under this Agreement on a facultative basis, that was reduced, terminated, or lapsed, will require approval by Life Re prior to reinstatement of such a policy, if the Company has retained less than 50% of the risk. Upon such approval, reinsurance for the policy will be for the amount that would be in force had the policy not been reduced, terminated, or lapsed.
|
1.
|
Monthly Reports
|
2.
|
Facultative Reinsurance
|
3.
|
Quarterly Reports
|
1.
|
Life Insurance
|
2.
|
Disability Benefits
|
3.
|
Preliminary Term Insurance
|
4.
|
Premium Taxes
|
5.
|
Payments
|
6.
|
Nonpayment of Reinsurance Premiums
|
7.
|
Misstatements
|
1.
|
Notice
|
2.
|
Company's Decision
|
3.
|
Contested Claims
|
4.
|
Misstatements
|
5.
|
Payment
|
6.
|
Extra-Contractual Damages
|
7.
|
Disability Waiver or Premium Insurance
|
1.
|
Policy Forms and Rates
|
2.
|
Reinsurance Conditions
|
3.
|
Expenses
|
4.
|
Errors and Omissions
|
5.
|
Offset
|
6.
|
Inspection
|
Date:
|
11/15/93
|
By:
|
/s/ James E. Melville
|
|
Name:
|
James E. Melville
|
|||
Title:
|
President
|
Date:
|
October 1, 1993
|
By:
|
/s/ Stephen D. Poth
|
|
Name:
|
Stephen D. Poth
|
|||
Title:
|
Senior Vice President
|
A.
|
LIFE
|
The Company's retention:
|
|
Life Insurance – All Ratings
|
Ages
0 – 65
65 and Over
|
Retention
$100,000
60,000
|
B.
|
WAIVER
|
Same as Life
|
A.
|
LIFE
|
Life Re's share is 50% of 10 times the Company's retention to a maximum of $1,000,000; of which the maximum share to Life Re is $500,000.
|
|
B.
|
WAIVER
|
Same as Life
|
BASE POLICY FORMS
|
|
1200A
|
Funder 1200 10 Year Premium Whole Life Policy
|
1203
|
Non Renewable 10 Year Term Base Plan
|
L-185 (U.G.)
|
Interest Sensitive Whole Life Insurance Policy
|
L-396 (U.G.)
|
5 Year R&C Term Policy
|
L193A
|
Small Whole Life Policy
|
REG-TERM (U.G.)
|
"Term Guard Plus" Term Life Insurance
|
U159385A
|
Universal Life Century 2000
|
UC-120
|
Universal Life Century Series (USL 100-400)
|
UC-150
|
Interest Sensitive Life contracts (ISL 100-300)
|
UL90A (U.G.)
|
Universal Life UL90A
|
RIDERS & SUPPLEMENTAL BENEFITS
|
|
R-902 (U.G.)
|
Annual Renewable Level Term (UL90A)
|
R-904 (U.G.)
|
Cov Ins Annual Renewable Level Term Rdr (UL90A)
|
R1201
|
Non Renewable 10 Year Term Rider for Funder 1200
|
R904UG93
|
Covered Insured ART Rider (UL Age Last)
|
US-125
|
Annual Renewable Level Term Rider (USL)
|
US-131
|
Annual Renewable Level Term Rider (ISL)
|
Ceding Company
|
Reinsurer
|
||||||
Treaty/Account #
|
Period Experience is for
|
||||||
Coin ___ YRT ___ Mod Co ___ Other _____
|
Interest Sensistive:
|
Yes ____
|
No ____
|
Reinsurance premium Mode:
|
Monthly __
|
Quarterly __
|
Annual __
|
In Advance __
|
In Arrears __
|
|||||
Reinsurance Reporting Mode:
|
Monthly __
|
Quarterly __
|
Annual __
|
|||||||
Contact
|
Date
|
Phone
|
SECTION I - ACCOUNTING
|
||||||||||
*** Premiums ***
|
*** Allowances ***
|
Other
Benefit
|
Total
|
|||||||
First Year
|
Renewal Year
|
First Year
|
Renewal Year
|
|||||||
Life
|
||||||||||
ADB
|
||||||||||
Waiver of Premium
|
||||||||||
Other
|
||||||||||
TOTAL
|
||||||||||
SECTION II – RESERVE INFORMATION
|
Amount of check
|
|||||||||
Amount of Rein (000)
|
Issue
Year
|
Reserves Reinsured
|
||||||||
Life
|
ADB
|
Life
|
ADB
|
Waiver
|
Subst'd
|
Deficiency
|
||||
SECTION III – POLICY EXHIBIT INFORMATION
|
|||
Current Perod
|
Year to Date
|
||
No of Amt of *
Policies Rein (000)
|
No. of Amt of *
Policies Rein (000)
|
||
A. Inforce Beg, of Period
|
A
|
||
1. New Business Auto
|
1. Auto
|
||
Fac
|
Fac
|
||
2. Conversions/Replacements-On
|
2.
|
||
3. Reinstatements
|
3.
|
||
4. Other Increases
|
4.
|
||
5. Not Taken
|
5.
|
||
a) Total Inc (1+2+3+4-5)
|
a.
|
||
6. Death
|
6.
|
||
7. Conversions/Replacements-Off
|
7.
|
||
8. Lapses
|
8.
|
||
9. Surrenders
|
9.
|
||
10. Expiry
|
10.
|
||
11. Recapture
|
11.
|
||
12.Other Decreases
|
12.
|
||
b) Total Dec (6+7+8+9+10+11+12)
|
b.
|
||
B. Inforce End of Period (A+a-b)
|
B.
|
||
*Specified Reinsurers's Share of Liability
|
Form #TA1(4/91)
|
A.
|
The policy detail report should be broken down into the following categories:
|
1 – New Business
|
|
2 – First Year Other Than New Business*
|
|
3 - Renewals
|
|
4 – Terminations – (First year/Renewal split optional, subtotals by termination type
optional).
|
|
5 – Changes - (First year/Renewal split optional, subtotals by change type optional).
|
|
B.
|
Field Descriptions
|
||
1.
|
Insured Information
|
||
Name
|
Full name (Last, first, middle) for insured
|
||
DOB
|
Full date of birth (MM/DD/YY) for insured
|
||
Sex
|
M/F
|
||
S/N
|
Smoker habit. Up to three spaces should be allotted for this field to accommodate codes relevant to the treaty reported. Suggested codes are:
|
||
S
|
Smoker
|
||
N
|
Nonsmoker
|
||
A
|
Aggregate (or composite)
|
||
PN
|
Preferred nonsmoker
|
||
PS
|
Preferred smoker
|
||
Age
|
Actual age at issue
|
||
ST
|
State of residence
|
||
2
|
Policy Information
|
||
Policy No.
|
Ceding Company's policy number.
|
||
Policies should be listed in numerical order.
|
|||
Plan
|
Ceding Company's plan code.
|
||
DOI
|
Full policy date (MM/DD/YY). This is the date from which renewal processing will be driven.
|
||
DRN
|
Duration from original policy date (i.e., where attained scale rates apply to policy conversions or replacements).
|
||
A/F
|
Automatic/Facultative indicator. Business ceded on a fac/ob basis can be indicated by an "0" in this field.
|
||
Rating
|
Indicate table if substandard. 100% for standard issues.
|
||
Flat
|
Flat extra amount per thousand.
|
||
Yrs
|
Duration of flat extra (number of years).
|
||
OPT
|
For Universal Life plans only, indicate death benefit Option 1 or 2. Under Option 1, the level death benefit option, the amount at risk decreases as the cash value accumulates. Option 2 produces an increasing death benefit, equivalent to the specified amount plus the accumulated cash value. The Reinsured Net Amount at Risk remains level under this option.
|
||
COV
|
L – Basic Coverage
|
||
WP – Waiver of Premium
|
|||
ADB – Accidental Death Benefit
|
|||
DIRECT
FACE
|
Full face amount of the coverage at issue.
|
||
REINS. FACE
|
Initial amount ceded.
|
||
REINS. AAR
|
Current reinsured amount at risk.
|
||
Chg. Amt.
|
Any change to the reinsurance amount at risk since previous report should be illustrated here.
|
||
Chg. Dt.
|
Effective date of policy changes. Applies to termination and change reports, may be blank for new business and renewals.
|
||
TR
|
Transaction type (see list in Part C below).
|
||
Base Prem.
|
Gross premium due for each coverage (excluding substandard premium amounts).
|
||
SStd. Prem.
|
Gross substandard premium, i.e., multiple and/or flat extra premiums, if applicable.
|
||
Base Allow.
|
Allowance (commission) due on base premium amount.
|
||
SStd. Allow.
|
Allowance (commission) due on substandard premium amount.
|
||
Net
|
Net amount due per coverage.
|
||
C.
|
Transaction Types
|
||
Suggested alpha codes for each of the various transaction types are:
|
|||
1.
|
NB
|
New Business
|
|
2.
|
FO
|
First year other than New Business
|
|
3.
|
RL
|
Renewal
|
|
4.
|
Terminations
|
||
LP
|
Lapse
|
||
NT
|
Not Taken
|
||
SR
|
Surrender
|
||
EX
|
Expiry
|
||
DH
|
Death
|
||
RC
|
Recapture
|
||
5.
|
Changes
|
||
RS
|
Reinstatement
|
||
IC
|
Increase
|
||
DC
|
Decrease
|
||
CA
|
Conversions on
|
||
CO
|
Conversions off
|
||
RA
|
Internal Replacements on
|
||
RO
|
Internal Replacements off
|
||
ET
|
ETI
|
||
RP
|
Reduced paid Up
|
||
MS
|
Misc. (e.g. names changes, benefit additions)
|
Page
|
||
ARTICLE I
|
DEFINITIONS…………………………………...……….
|
1
|
ARTICLE II
|
BUSINESS ASSUMED…………………………..………
|
3
|
ARTICLE III
|
ASSUMPTION CERTIFICATES……………………..….
|
5
|
ARTICLE IV
|
GENERAL PROVISIONS………………………..………
|
7
|
ARTICLE V
|
CONSIDERATION FOR ASSUMPTION
REINSURANCE………………………………..………
|
10
|
ARTICLE VI
|
DUTY OF COOPERATION………………………...……
|
10
|
ARTICLE VII
|
ARBITRATION…………………………………..………
|
11
|
ARTICLE VIII
|
INDEMNIFICATION……………………………..……...
|
11
|
ARTICLE IX
|
EXECUTORY CONTRACT AND INSOLVENCY
SETOFF………………………………………………….
|
12
|
ARTICLE X
|
MISCELLANEOUS PROVISIONS……………..……….
|
13
|
A
|
Policyholder Notice
|
|
B
|
Certificate of Assumption
|
|
C
|
Notice of Objection to Assumption
|
2.1
|
Coverage. After the Effective Date and upon the terms and subject to the conditions, including Section XVI of the Coinsurance Agreement, and other provisions of this Assumption Agreement and any required governmental and regulatory consents and approvals, the Company, if requested to do so by the Reinsurer, hereby agrees to cede to the Reinsurer and the Reinsurer hereby agrees to accept and reinsure, on an assumption basis, any Reinsured Policy. Reinsurance pursuant to this Section 2.1 shall occur no less frequently than on a monthly basis until all Reinsured Policies have been assumed pursuant to the provisions of Article III hereunder; provided, however, that reinsurance may occur more frequently if the parties hereto agree.
|
|
2.2
|
Exclusions. This Assumption Agreement does not apply to and specifically excludes from coverage any Extra Contractual Liabilities. In addition, the Reinsurer shall not assume, and shall be indemnified by the Comapny for, all guaranty fund assessments and premium taxes or similar charges imposed on or with respect to the Reinsured Policies to the extent that such assessments, taxes or charges are based on premiums remitted prior to the Effective Date.
|
|
2.3
|
Transfer of Reserves. Notwithstanding the provisions of Section 2.1 hereof, the Reinsurer will not be deemed to have accepted and reinsured, on an assumption basis, any Reinsured Policy unless the Reserves and Liabilities underlying such Reinsured Policy shall have been ceded by the Company to the Reinsurer, and accepted by the Reinsurer, pursuant to Article II of the Coinsurance Agreement, effective as of the Effective Date.
|
|
2.4
|
Assignment of Ceded Reinsurance.
|
|
(a)
|
Regardless of whether reinsurance novation agreements are entered into between the Reinsurer and any reinsurer, the Reinsurer shall be substituted for and succeed to all of the rights and liabilities of the Company, and shall, as between the parties hereto, be recognized for all purposes as the "Company" thereunder in substitution for the Company, under any Reinsurance Agreements in effect as of the date that the provisions of Section 2.1 hereunder take effect (the "Assumption Date") with any reinsurer relating to the Reinsured Policies. For consideration which has already been provided for in Article IV of the Coinsurance Agreement, as of the Assumption Date, the Company shall assign, transfer and convey, and the Reinsurer shall be bound by and assume, any and all rights and obligation of the Company under any Reinsurance Agreement including amounts held by or which may become due from reinsurers for policy liabilities under the Reinsured Policies or for benefits or other amounts paid by the Company prior to the Assumption Date. The Company and the Reinsurer shall use their best efforts to effect, as promptly as possible, an endorsement to each Reinsurance Agreement substituting the Reinsurer for the Company and to amend the Ceded Reinsurance Agreement to comply with the credit for reinsurance provisions of (i) the Delaware Insurance Law and (ii) any other statute or regulation applicable to the cession of reinsurance by foreign life insurance companies. The Company agrees to enter into such endorsements and, if reasonably requested by the Reinsurer, aid the Reinsurer, at the Reinsurer's expense, in obtaining any such endorsement.
|
|
(b)
|
From the Assumption Date, the Company hereby agrees that all amounts due the Reinsurer hereunder pursuant to the Reinsurance Agreements shall be paid directly to the Reinsurer by reinsurers and reinsurance brokers. The Company shall, if reasonably requested by the Reinsurer, aid the Reinsurer, at the Reinsurer's expense, in collection of all amounts due from reinsurers. From the Assumption Date, the collectability of such reinsurance shall be the ultimate responsibility of the Reinsurer and shall be at the risk and for the account of the Reinsurer in the event such reinsurance is not collected.
|
|
(c)
|
From the Assumption Date, the Reinsurer shall have full power and authority as attorney-in-fact for the Company to act for and on behalf of the Company with respect to any and all letters of credit and trust funds outstanding for the benefit of the Company pursuant to the terms of any of the Reinsurance Agreements. The Company and the Reinsurer shall, at the expense of the Reinsurer, each use their best efforts to the extent mutually agreed to be necessary, to cause the reinsurers of the Company under the Reinsurance
Agreements to post replacement letters of credit or establish replacement trust funds to be issued or established directly in favor and for the benefit of the Reinsurer in the same or a grater amount and on terms equally as favorable to the Reinsurer, unless the Reinsurer shall otherwise consent. The Company agrees to transfer to the Reinsurer all funds withheld from reinsurers under the Reinsurance Agreements. |
3.1
|
Policyholder Notices. Upon the request of the Reinsurer to reinsure, on an assumption basis, a Reinsured Policy pursuant to Section 2.1 hereof, and to the extent that the reinsurance of such Reinsured Policy is permitted or approval therefore has been granted under applicable laws, rules or regulations or positions of insurance regulatory authorities, the Reinsurer shall prepare, with the cooperation of the Company, a Policyholder notice ("Policyholder Notice"), certificate of assumption ("Certificate of Assumption") and objection form ("Objection Form"), and mail them to the Policyholder of such Reinsured Policy. Subject to regulatory requirements of the various states, the Policyholder Notices, Certificates of Assumption and Objection Forms to be delivered to Policyholders pursuant to this Section 3.1 shall be substantially in the forms attached hereto as Exhibit A, B and C, respectively.
|
3.2
|
Right to Object. Subject to regulatory requirements of the various states, the Company and the Reinsurer agree that a Policyholder will be allowed to remain a Policyholder of the Company if such Policyholder refuses to effect the assumption of its Reinsured Policy in accordance with this Article III during the applicable period set forth in the Policyholder notice, and all of the rights and obligations of the Company and the Policyholder under such Reinsured Policy and of the Company and the Reinsurer under the Coinsurance Agreement with respect to such Reinsured Policy, shall remain the same.
|
3.3
|
Novated Policies. In the event that a Reinsured Policy defined herein as a Novated Policy is determined by applicable regulatory authorities or by judicial decision (in either case, following the exhaustion of all rights of appeal) not to have been novated, such Reinsured Policy shall, for all purposes of this Assumption Agreement, be deemed never to have been a Novated Policy. Notwithstanding the foregoing, the fact that a Reinsured Policy has not been or cannot be assumed and novated by the Reinsurer pursuant to the terms and conditions of this Assumption Agreement, for whatever reason, shall in no event cause it not to be a Reinsured Policy under the Coinsurance Agreement.
|
3.4
|
Direct Obligations. The Reinsurer shall be the successor to the Company under the Novated Policies as if the Novated Policies were direct obligations originally issued by the Reinsurer. The Reinsurer shall be substituted in the place and stead of the Company, and each Policyholder, insured or beneficiary under a Novated Policy shall disregard the Company as a party thereto and treat the Reinsurer as if it had been originally obligated thereunder. Such Persons shall have the right to file claims or take other actions under the Novated Policies on or after the effective date of such novation directly with the Reinsurer, and shall have a direct right of action for insurance liabilities reinsured thereunder against the Reinsurer, and the Reinsurer hereby consents to be subject to direct action taken by any such Persons under a Novated Policy. The Reinsurer accepts and assumes the Novated Policies subject to any and all defenses, setoffs and counterclaims to which the Company would be entitled with respect to such insurance liabilities, it being expressly understood and agreed by the parties hereto that no such defenses, setoffs or counterclaims are waived by the execution of this Assumption Agreement or the consummation of the transactions contemplated hereby and that the Reinsurer shall be fully subrogated to all such defenses, setoffs and counterclaims.
|
3.5
|
Release of Company; Indemnity. Upon the consummation of the assumption reinsurance of a Reinsured Policy from the Company to the Reinsurer under this Reinsurance Agreement, the Company shall be released from any and all liability, except for Extra Contractual Liabilities, with respect to such Reinsured Policy. From and after the consummation of the assumption reinsurance of a Reinsured Policy pursuant to this Assumption Agreement, the Reinsurer agrees to indemnify the Company for any and all damages, costs and expenses, including reasonable legal counsel fees and disbursements, arising out of, based upon or relating to such Novated Policy; provided, however, that the Reinsurer shall be under no obligation to indemnify the Company for any Extra Contractual Liabilities.
|
4.1
|
Policy Administration. To the extent that such transfers have not already taken place pursuant to the terms and conditions of the Coinsurance Agreement, the Company agrees to cooperate fully with the Reinsurer in the transfer of all books, records, papers or any other documents relating to such Novated Polices.
|
|
4.2
|
Billing and Collections. Effective on the respective dates on which the novation of any Reinsured Policy is effective, the Reinsurer shall have sole responsibility for billing and collecting policy loan repayments, interest and the making of payments of dividends in respect of the Novated Policies, subject to the terms of any administrative or other agreements between the parties hereto that have been or heretofore may be entered into and the terms of agreements between the Reinsurer and its agents or subcontractors.
|
|
4.3
|
Misunderstandings and Oversights. If any delay, omission, error or failure to pay amounts due or to perform any other act required by this Assumption Agreement is unintentional and caused by misunderstanding or oversight, the Company and the Reinsurer will adjust the situation to what it would have been had the misunderstanding or oversight not occurred. The party first discovering such misunderstanding or oversight, or act resulting from the misunderstanding or oversight, will notify the other party in writing promptly upon discovery thereof, and the parties shall act to correct such misunderstanding or oversight within thirty (30) Business Days of receipt of such notice. However, this Section shall not be construed as a waiver by either party of its right to enforce strictly the terms of this Assumption Agreement.
|
|
4.4
|
Litigation; Claims. The Reinsurer shall be responsible for the handling of, and all costs and expenses, including legal fees, relating to, litigation or other claims under the Novated Policies. Notwithstanding the foregoing, the Reinsurer shall have no liability for such costs and expenses to the extent they arise out of or are based on any Extra Contractual Liabilities, and to the extent that the Reinsurer incurs any such costs or expenses, the Reinsurer shall be indemnified by the Company.
|
|
4.5
|
Non-Compete. The Company shall take no action directly or indirectly to induce any Policyholder of a Novated Policy to terminate, reinstate, lapse or exchange such policy.
|
|
4.6
|
Compliance with Applicable Laws and Regulations.
|
|
(a)
|
Intent of Parties. It is the intention of the parties that this Assumption Agreement shall be interpreted in accordance with the laws as of the date of execution hereof by both parties and comply with all existing applicable state and federal laws and regulations, and as from time to time are or may be in effect, in such a way that the Reinsured Policies remain reinsured on the coinsurance plan and contingent assumption plan.
|
|
(b)
|
Procedures to Reflect Changes in Laws or Regulations. In the event that it is determined by an insurance regulatory authority or the Internal Revenue Service or by either party upon the advise of an insurance regulatory authority or the Internal Revenue Service that this Assumption Agreement fails to conform to the requirements of existing applicable laws and regulations and that the Assumption Agreement may be brought into conformity with said requirements only by means of a material change to the Assumption Agreement, or in the event that such laws or regulations are changed subsequent to the Effective Date and such change has a material adverse affect on either party or requires a material change to the Assumption Agreement in order for the Assumption Agreement to conform with applicable laws and regulations, the parties shall exercise reasonable efforts to reach an agreement to amend the Assumption Agreement so as to return the parties to the economic position that they would have been in had no such change occurred or so that both parties share the economic position that they would have been in had no such change occurred or so that both parties share the economic detriment of such change equally. If the parties are unable to reach an agreement to amend the Assumption Agreement, then the differences between the parties shall be resolved through arbitration in accordance with the provisions of Article VII. In the event that any changes required to conform the Assumption Agreement to the requirements of applicable law or regulation is not material, the Assumption Agreement shall be amended accordingly. In no event, however, shall this provision prevent either party from exercising any right it otherwise has under this Assumption Agreement. For purposes of this Section 4.6 (b), the word "material" shall mean, when used with respect to (i) any change in law or regulation, or any change into the Assumption Agreement necessary to bring the Assumption Agreement into conformity with the requirements of any law or regulation; or (ii) any delay, omission, error or failure to pay amounts due or to perform any other act required under this Assumption Agreement; or (iii) any default, that the effect or effects of any of (i), (ii) or (iii) above (either individually or cumulatively) results in a deviation from a projected return under this Assumption Agreement (absent the occurrence of (i), (ii) or (III) above, either individually or cumulatively) by at least five percent (5%), measured from the first day that the occurrence of (i), (ii) or (iii) above, or series thereof, taken into account on a cumulative basis, occurred or becomes effective.
|
|
(c)
|
Notification of Disapproval or Change in Law. The Company shall promptly notify the Reinsurer of any disapprovals, recommended changes or statements regarding the Assumption Agreement that are made by any insurance or tax regulatory authorities and of any change in law, regulation or rulings affecting this Assumption Agreement. The Reinsurer shall be allowed to make its own defense of the Assumption Agreement with said authorities.
|
|
4.7
|
Recoupment and Failure of Consideration. If either party to this Assumption Agreement fails to perform this Assumption Agreement in full, then the other party has the right to suspend performance, and if the defaults cannot be cured, within one hundred and twenty (120) days following delivery of written notice from the non-defaulting party to the defaulting party, to terminate this Assumption Agreement. Alternatively, the non-defaulting party can recoup damages (including, without limitation, the amount owned plus interest from the date owed and calculated at the Chase Bank prime rate plus two points) from future settlements between the parties.
|
5.1
|
Consideration. The consideration provided for in Article IV of the Coinsurance Agreement shall be the consideration for the assumption of the Novated Polices (as direct obligations) by the Reinsurer, and there shall be no additional consideration or premium due or payable under this Assumption Agreement.
|
6.1
|
Duty of Cooperation. Each party hereto shall cooperate fully with the other in all reasonable respects in order to accomplish the objectives of this Assumption Agreement. This duty to cooperate shall include obtaining the governmental and regulatory consents and approvals and taking the other steps necessary for the assumption of the Reinsured Policies, as described in Article III hereof. In addition, this duty to cooperate shall include making available any Reinsured Policy records which either party subsequently may require to resolve issues related to claims or liabilities. The Company and the Reinsurer agree to perform such additional acts and execute such additional documents and agreements as may be necessary or desirable to carry out the purposes and objectives of this Assumption Agreement; provide however, that Reinsurer shall reimburse the Company for reasonable out-of-pocket expenses incurred by the Company.
|
7.1
|
General. Any dispute or difference between the parties with respect to the operation or interpretation of, or arising from or relating to, this Assumption Agreement on which and amicable understanding cannot be reached shall be decided pursuant to and in accordance with the terms, conditions and procedures set forth in Article X1 of the Coinsurance Agreement.
|
7.2
|
Survival. This Article shall survive termination of this Assumption Agreement.
|
8.1
|
The Company. The Company hereby agrees on demand to indemnify and hold harmless the Reinsurer, and its respective officers, directors and employees from and against any and all demands, actions, proceedings, suits (by any person) and liabilities, paid or incurred (including reasonable attorneys' fees), resulting from or arising out of the breach of or failure to perform any of the duties, obligations, covenants or agreements of the Company contained in this Assumption Agreement.
|
8.2
|
The Reinsurer. The Reinsurer hereby agrees to indemnify and hold harmless the Company, and its respective officers, directors and employees from and against any and all demands, actions, proceedings, suits (by and Person) and liabilities, paid or incurred (including reasonable attorneys' fees), resulting from or arising out of the breach of or failure to perform any of the duties, obligations, covenants or agreements of the Reinsurer contained in this Assumption Agreement.
|
8.3
|
Survival of Article. This Article shall survive termination of this Assumption Agreement.
|
9.1
|
Insolvency-Setoff (or Offset). In the event either party to the Assumption Agreement shall be the subject of insolvency proceedings ("Insolvency Proceedings") all independent debts on unrelated contracts between the parties shall be setoff to the extent:
|
|
(a)
|
the debt from the creditor to the insolvent arose pre-petition.
|
|
(b)
|
the debt from the insolvent to the creditor arose pre-petition.
|
|
(c)
|
the debts are mutual, meaning they are between the two parties to this Assumption Agreement, and in the same right and the same capacity.
|
|
The cash payment due on each reinsurance agreement between the parties shall constitute the "debt" on such agreement.
|
||
9.2
|
Adequate Assurance. In the event of Insolvency Proceedings involving the Company, the Reinsurer's future performance is conditioned on receiving adequate assurance of future performance, as defined in the Uniform Commercial Code, §2-206, and the Official Comments thereunder.
|
|
9.3
|
Ipso Facto Clause. If the receiver, including any liquidator or rehabilitator, of one of the parties assigns the rights or delegates the duties of this Assumption Agreement, and the assignee is the subject of Insolvency Proceedings then the other party may immediately terminate the Assumption Agreement without further performance.
|
|
9.4
|
Executory Contract. In the event either party to the Assumption Agreement is the subject of Insolvency Proceedings the receiver of the insolvent, with respect to future account settlements, may affirm or reject the Assumption Agreement, but not affirm the rewards and reject the burdens. If this Assumption Agreement is neither affirmed nor rejected within one hundred and twenty (120) days after a party becomes the subject of Insolvency Proceedings, then the Assumption Agreement shall be deemed to be rejected.
|
|
If either party is the subject of Insolvency Proceedings other than liquidation proceedings, then the other party may request adequate assurance of continued performance and the first priority administrative expense with respect to future performance prior to the time the Assumption Agreement is either affirmed or rejected, and if such is not provided, then, after one hundred and twenty (120) days, the other party may treat its future performance as canceled.
|
||
9.5
|
Insolvency Proceedings. For purposes of this Assumption Agreement the term "Insolvency Proceedings" shall include, but not be limited to, any action by a state insurance regulatory authority to place a party in, or the actual commencement of, delinquency proceedings, including conservatorship, receivership, rehabilitation, reorganization, "adjustment of debts," "voluntary supervision," or liquidation.
|
10.1
|
No Third Party Beneficiaries. This Assumption Agreement is between the Company and the Reinsurer, and the performance of the obligations of each party under this Assumption Agreement shall be rendered solely to the other party. In no instance shall anyone other than the Company or the Reinsurer, or their successors or permitted assigns, have any rights, benefits or remedies under this Assumption Agreement. Until the Reinsurer has reinsured a Reinsured Policy on an assumption reinsurance basis pursuant to this Assumption Reinsurance Agreement, the Reinsurer shall not be liable to any insured, contract owner, or beneficiary under any Reinsured Policy.
|
|
10.2
|
Heading and Exhibit. Headings used herein are inserted solely for the convenience of reference and are not a part of this Assumption Agreement and shall not affect the terms hereof. The attached Exhibits are part of this Assumption Agreement.
|
|
10.3
|
Notices. All notices and communications hereunder shall be in writing and shall be deemed to have been received three (3) Business Days after mailing, or if by telefax or by hand, when received, and it by overnight mail, on the next Business Day. Any written notice shall be by either certified or registered mail, return receipt requested, or overnight delivery service (providing for delivery receipt) or delivered by hand. All notices or communications with the Reinsurer under this Assumption Agreement shall be addressed as follows:
|
|
First International Life Insurance Company
c/o The Guardian Life Insurance Company of America
201 Park Avenue South
New York, New York 10003
Attention: Jeremy Starr
Telefax No.: (212) 598-8659
|
||
All notices and communications with the Company under this Assumption Agreement shall be directed to:
|
||
Universal Guaranty Life Insurance Company
5250 South Sixth Street
Springfield, Illinois 62750-5147
Attention: James Melville
Telefax No.: (217) 786-4372
|
||
10.4
|
Severability. If any term or provision of this Assumption Agreement shall be held void, illegal, or unenforceable, the validity of the remaining portions or provisions of this Assumption Agreement shall not be affected thereby; provided, however, that to the extent that such remaining portions or provisions affect the economic positions of the parties hereunder, this Assumption Agreement shall be amended by the parties so as to return the parties to the economic positions that they would have been in had no such severance occurred or so that both parties share the economic detriment of such severance equally.
|
|
10.5
|
Assignment. This Assumption Agreement may not be assigned by either party without the prior written consent of the other and any attempted assignment without such consent shall be void.
|
|
10.6
|
Successors and Assigns. The provisions of this Assumption Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.
|
|
10.7
|
Execution in Counterparts. This Assumption Agreement may be executed by the parties hereto in any number of counterparts, and by each of the parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
|
|
10.8
|
Amendments. This Assumption Agreement may be amended only by written amendment hereto executed by the parties.
|
|
10.9
|
Waiver. The failure of the Company or Reinsurer to insist on strict compliance with this Assumption Agreement, or to exercise any right or remedy under this Assumption Agreement, shall not constitute a waiver of any rights provided under this Reinsurance Agreement, nor stop the parties from thereafter demanding full and complete compliance nor prevent the parties from exercising such a right or remedy in the future.
|
|
10.10
|
Interpretation. No provision of this Assumption Agreement shall be construed against any party on the ground that such party drafted the provision or caused it to be drafted.
|
|
10.11
|
Entire Agreement. This Assumption Agreement and the Coinsurance Agreement constitute the sole and entire agreement and understanding between the parties hereto, and supersedes all prior agreements, whether oral or written, between the parties, with respect to the subject matter hereof.
|
|
10.12
|
Governing Law and Forum. This Assumption Agreement shall be governed by the laws of the State of New York, without giving effect to principles of conflicts or law thereof. Both parties hereby irrevocable and unconditionally submit themselves to the exclusive jurisdiction of the Courts of the State of New York for any actions, suits or proceedings of or relating to this Assumption Agreement and the transactions contemplated thereby that cannot be resolved pursuant to the provisions of Article VII hereof.
|
|
10.13
|
Confidentiality. Except as required by law or regulatory authority, neither the Company nor the Reinsurer shall publicly disclose the purchase price or other terms of the transfer proposed herein, but this restriction shall terminate if such price and terms shall otherwise become public knowledge. In the event that the Reinsurer or its representative are requested or required by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation, demand or similar process to disclose any terms or information regarding such transfer provided, however, that to the extent practicable under the circumstances the Reinsurer shall give the Company reasonable notice of the order or request before making the disclosure provided that such notice can be provided without cost to the Reinsurer. This Section 10.13 shall survive termination of this Assumption Agreement and the Coinsurance Agreement.
|
|
IN WITNESS WHEREOF, the parties hereto have caused this Assumption Agreement to be executed by their duly authorized representatives.
|
By
|
/s/ James E. Melville
|
Name: James E Melville
|
|
Title: President
|
|
ATTEST
|
|
/s/ Theodore C. Miller
|
|
Name: Theodore C. Miller
|
|
Title: Vice President
|
|
By:
|
/s/ Jeremy Starr
|
Name: Jeremy Starr
|
|
Title: Vice President, Reinsurance
|
|
October 18, 1996
|
|
ATTEST:
|
|
/s/ Benjamin H Mitchell
|
|
Name: Benjamin H. Mitchell
|
|
Title: Actuary
|
|
October 18, 1996
|
Principal
$8,000,000.00
|
Loan Date
11-20-2015
|
Maturity
11-20-2016
|
Loan No.
40000
|
Call / Coll
C / 3
|
Account
72957158
|
Officer
MRD
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
|
Borrower:
|
UTG, INC.
|
Lender:
|
ILLINOIS NATIONAL BANK
|
||
5250 SOUTH SIXTH STREET
|
MAIN BRANCH
|
||||
SPRINGFIELD, IL 62703
|
322 E. CAPITOL
|
||||
SPRINGFIELD, IL 62701
|
|||||
Principal Amount: $8,000,000.00
|
Interest Rate: 3.750%
|
Date of Note: November 20, 2015
|
Loan No: 40000
|
(Continued)
|
Page 2
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Loan No: 40000
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(Continued)
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Page 3
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BORROWER:
UTG, INC.
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|||||||
By:
|
/s/ James P. Rousey
|
By:
|
/s/ Theodore C. Miller
|
||||
JAMES P. ROUSEY, President of UTG, INC.
|
THEODORE C. MILLER, CFO/Secretary of UTG, INC.
|
||||||
LIST OF SUBSIDIARIES
|
|||
Subsidiary Name
|
State of Incorporation
|
||
BCG Land, LLC
|
Kentucky
|
||
Collier Beach, LLC
|
South Carolina
|
||
Cumberland Woodlands, LLC
|
Kentucky
|
||
HPG Acquisitions, LLC
|
Texas
|
||
Imperial Plan, Inc.
|
Texas
|
||
LS Clarkston Investco, LLC
|
Delaware
|
||
Midland Superblock Partners, LLC
|
Texas
|
||
Northwest Florida of Okaloosa Holding, LLC
|
Florida
|
||
NV Holding Group, LLC
|
Nevada
|
||
Red River Gorge Properties, LLC
|
Kentucky
|
||
Sand Lake, LLC
|
Florida
|
||
Stanford Wilderness Road, LLC
|
Kentucky
|
||
UG Acquisitions, LLC
|
Delaware
|
||
UGL Titusville Marina, LLC
|
Florida
|
||
UGLIC, LLC
|
Texas
|
||
UTAG, Inc.
|
Illinois
|
||
UTG Avalon, LLC
|
Florida
|
||
Universal Guaranty Life Insurance Company
|
Ohio
|
||
VMA Mobile, LLC
|
Delaware
|
||
Wingate of St Johns Holding, LLC
|
Florida
|
CERTIFICATIONS
|
|||||||||||
I, Jesse T. Correll, Chairman of the Board and Chief Executive Officer of UTG, Inc., certify that:
|
|||||||||||
1.
|
I have reviewed this annual report on Form 10-K of the registrant, UTG, Inc.;
|
||||||||||
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||||||||||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||||||||||
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:
|
||||||||||
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||||||||||
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||||||||||
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||||||||||
d.
|
Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
||||||||||
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
||||||||||
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
||||||||||
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
|
||||||||||
Date: March 25, 2016
|
By
|
/s/ Jesse T. Correll
|
|||||||||
Chairman of the Board and
|
|||||||||||
Chief Executive Officer
|
CERTIFICATIONS
|
|||||||
I, Theodore C. Miller, Senior Vice President, Corporate Secretary and Chief Financial Officer of UTG, Inc., certify that:
|
|||||||
1.
|
I have reviewed this annual report on Form 10-K of the registrant, UTG, Inc.;
|
||||||
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||||||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||||||
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:
|
||||||
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||||||
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||||||
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||||||
d.
|
Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
||||||
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
||||||
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
||||||
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
|
||||||
Date: March 25, 2016
|
By
|
/s/ Theodore C. Miller
|
Senior Vice President, Corporate Secretary and
|
||
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 25, 2016
|
By:
|
/s/ Jesse T. Correll
|
Jesse T. Correll
|
|||
Chairman of the Board and
|
|||
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 25, 2016
|
By:
|
/s/ Theodore C. Miller
|
Theodore C. Miller
|
|||
Senior Vice President, Corporate
|
|||
Secretary and Chief Financial Officer
|
I.
|
Purpose
|
§
|
The integrity of the Company's financial statements and internal controls;
|
§
|
The Company's compliance with legal and regulatory requirements;
|
§
|
The qualifications and independence of the Company's independent registered public accounting firm; and
|
§
|
The performance of the Company's internal audit function and independent registered public accounting firm.
|
II.
|
Composition
|
§
|
Who do not accept any direct or indirect consulting, advisory or compensatory fee from the Company other than for board service or in respect of retirement or deferred compensation for prior service, who are not an "affiliated person" within the meaning of Rule 10A-3 under the Exchange Act; and
|
§
|
Who have a basic understanding of finance and accounting and are able to read and understand fundamental financial statements and the regulatory requirements of the Company's industry.
|
III.
|
Meetings
|
IV.
|
Responsibilities and Duties
|
§
|
Review and reassess the adequacy of this Charter at least annually and submit the charter to the Board of Directors for approval.
|
§
|
Review the Company's annual audited financial statements prior to filing or distribution. Review should include discussion with management and independent auditors of significant issues regarding accounting principles, practices, and judgments.
|
§
|
Recommend to the board whether the financial statements should be included in the annual report on Form 10-K.
|
§
|
Appoint, compensate, retain, and oversee the work performed by the independent auditor retained for the purpose of preparing or issuing an audit report or related work. Review the performance and independence of the independent auditor and remove the independent auditor if circumstances warrant. The independent auditor will report directly to the Audit Committee and the Audit Committee will oversee the resolution of disagreements between management and the independent auditor if they arise.
|
§
|
On an annual basis, the Committee should review and discuss with the independent auditors all significant relationships they have with the Company that could impair the auditors' independence.
|
§
|
Review and approve both audit and nonaudit services to be provided by the independent auditor. The authority to grant approvals may be delegated to one or more designated members of the Audit Committee, whose decisions will be presented to the full Audit Committee at its next meeting.
|
§
|
Discuss with the independent auditor the matters required to be discussed under the standards of the PCAOB.
|
§
|
Review with the independent auditor any problems or difficulties and management's response.
|
§
|
Hold timely discussions with the independent auditor regarding the following:
|
o
|
Critical accounting policies and practices
|
o
|
Other material written communications between the independent auditor and management, including, but not limited to, the management letter and schedule of unadjusted differences.
|
§
|
At least annually, obtain and review a report by the independent auditor describing:
|
o
|
The independent auditor's internal quality-control procedures
|
o
|
Any material issues raised by the most recent internal quality-control review or peer review, or by any inquiry or investigation by governmental or professional authorities within the preceding five years with respect to independent audits carried out by the independent auditor, and any steps taken to deal with such issues
|
o
|
All relationships between the independent auditor and the Company, addressing the matters set forth in PCAOB Rule 3526.
|
§
|
Periodically review the adequacy and effectiveness of the Company's disclosure controls and procedures and the Company's internal control over financial reporting, including any significant deficiencies and significant changes in internal controls.
|
§
|
Understand the scope of the internal auditor's review of internal control over financial reporting and obtain report on significant findings and recommendations, together with management responses.
|
§
|
Receive and review any disclosure from the Company's CEO and CFO made in connection with the certification of the Company's quarterly and annual reports filed with the SEC of: a) significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize, and report financial data; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control.
|
§
|
Review major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles; major issues as to the adequacy of the Company's internal controls; and any special audit steps adopted in light of material control deficiencies.
|
§
|
Annually review a summary of director and officers' related party transactions and potential conflicts of interest.
|
§
|
Oversee the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, including the confidential, anonymous submission by Company employees regarding questionable accounting or auditing matters.
|
§
|
Review, with the Company's counsel or other appropriate individuals, legal compliance and legal matters that could have a significant impact on the Company's financial statements.
|
§
|
Discuss policies with respect to risk assessment and risk management, including appropriate guidelines and policies to govern the process, as well as the Company's major financial risk exposures and the steps management has undertaken to control them.
|
§
|
Review, with management, the Company's finance function, including its annual Plan, organization, and quality of personnel.
|
§
|
Perform other activities consistent with this Charter, the Company's bylaws, and governing laws that the Board or Audit Committee determines are necessary or appropriate.
|
V.
|
Procedures
|
VI.
|
Limitation of Audit Committee's Role
|
·
|
Annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and recommend to the Board the CEO's overall compensation levels based on this evaluation. In Evaluating the incentive components of CEO compensation, the Compensation Committee shall consider the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years. Notwithstanding the foregoing, if any grant or award to the CEO is intended to qualify for the performance-based compensation exemption from the limitations on deductibility of executive compensation imposed by Section 162(m) of the Internal Revenue Code of any successor thereto, the Compensation Committee, or any independent subcommittee thereof, rather than the Board, shall approve such award, but it may refer such award to the Board for ratification.
|
·
|
At least annually, review and approve the annual base salaries and annual incentive opportunities of the CEO and the Senior Executives. In addition, periodically and as and when appropriate, review and approve the following as they affect the CEO and the Senior Executives: (a) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (b) any employment agreements and severance arrangements; and (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits. Finally, the Compensation Committee shall review and approve any special or supplemental compensation and benefits for the CEO and the Senior Executives and persons who formerly served as the CEO and/or as Senior Executives, including supplemental retirement benefits and the perquisites provided to them during and after employment.
|
·
|
Monitor the Company's compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to directors and officers and with all other applicable laws affecting employee compensation and benefits.
|
·
|
Monitor and evaluate matters relating to the compensation and benefits structure of the Company as the Compensation Committee deems appropriate, including: (a) provide guidance to senior management on significant issues affecting compensation philosophy or policy, and (b) evaluate whether the risks arising from the Company's compensation policies and practices for its employees would be reasonably likely to have a material adverse effect on the Company.
|
·
|
May form and delegate authority to subcommittees when appropriate.
|
·
|
Review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.
|
·
|
Consult with the Chief Executive Officer and advise the Board with respect to senior management succession planning.
|
·
|
Establish and periodically review the Company's investment policies and guidelines.
|
·
|
Oversee and periodically review the performance of the Company's investments, including the impact on such performance of the Company's investment policies and guidelines.
|
·
|
Periodically review the structure, approach and effectiveness of the Company's investment function, including the performance of, and allocation of responsibilities between, Company personnel and third-party advisers.
|
·
|
Select the Company's money managers and investment advisers, monitor their performance and, when appropriate, terminate their engagement.
|
·
|
Authorize investments, either on an ad hoc basis or as standing authorities, and ratifying investments made pursuant to delegated authorities.
|
·
|
Monitor on an ongoing basis the performance of the Company's investment advisers and retain and terminate such advisers as it deems appropriate.
|
Document and Entity Information - USD ($) |
9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2015 |
Dec. 31, 2015 |
Jul. 31, 2014 |
Jun. 30, 2013 |
|
Document and Entity Information [Abstract] | ||||
Entity Registrant Name | UTG INC | |||
Entity Central Index Key | 0000832480 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | No | |||
Entity Filer Category | Smaller Reporting Company | |||
Entity Public Float | $ 0 | |||
Entity Common Stock, Shares Outstanding | 0 | |||
Document Fiscal Year Focus | 2015 | |||
Document Fiscal Period Focus | FY | |||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Period End Date | Dec. 31, 2015 |
Balance Sheet Parenthetical - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Investments available for sale: | ||
Fixed maturities, amortized cost | $ 188,647,671 | $ 188,634,364 |
Equity securities, cost | 43,954,737 | 39,275,638 |
Trading securities, cost | 0 | 5,179,850 |
Liabilities: | ||
Trading Securities, Proceeds | $ 108,881 | $ 464,215 |
Shareholders' equity: | ||
Common stock, stated value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 7,000,000 | 7,000,000 |
Common stock, outstanding (in shares) | 3,699,447 | 3,706,780 |
Statement of Shareholders' Equity - USD ($) |
Total |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Accumulated Other Comprehensive Income (Loss) [Member] |
Noncontrolling Interest [Member] |
---|---|---|---|---|---|---|
Balance, beginning of year at Dec. 31, 2013 | $ 77,867,441 | $ 3,776 | $ 44,050,778 | $ 25,169,646 | $ 3,459,401 | $ 5,183,840 |
Issued during year | 68,947 | 4 | 68,943 | 0 | 0 | 0 |
Treasury shares acquired and retired | (996,851) | (74) | (996,777) | 0 | 0 | 0 |
Net income attributable to common shareholders | 6,976,016 | 0 | 0 | 6,976,016 | 0 | 0 |
Other comprehensive income (loss) | ||||||
Unrealized holding income (loss) on securities net of noncontrolling and reclassification adjustment and taxes | 3,394,573 | 0 | 0 | 0 | 3,394,573 | 0 |
Contributions | 185,689 | 0 | 0 | 0 | 0 | 185,689 |
Distributions | (6,990,941) | 0 | 0 | 0 | 0 | (6,990,941) |
Gain attributable to noncontrolling interest | 3,067,726 | 0 | 0 | 0 | 0 | 3,067,726 |
Balance, end of period at Dec. 31, 2014 | 83,572,600 | 3,706 | 43,122,944 | 32,145,662 | 6,853,974 | 1,446,314 |
Issued during year | 254,927 | 19 | 254,908 | 0 | 0 | 0 |
Treasury shares acquired and retired | (375,208) | (26) | (375,182) | 0 | 0 | 0 |
Net income attributable to common shareholders | 916,620 | 0 | 0 | 916,620 | 0 | 0 |
Other comprehensive income (loss) | ||||||
Unrealized holding income (loss) on securities net of noncontrolling and reclassification adjustment and taxes | (8,037,526) | 0 | 0 | 0 | (8,037,526) | 0 |
Contributions | 1,124,217 | 0 | 0 | 0 | 0 | 1,124,217 |
Distributions | (757,547) | 0 | 0 | 0 | 0 | (757,547) |
Gain attributable to noncontrolling interest | 289,419 | 0 | 0 | 0 | 0 | 289,419 |
Balance, end of period at Dec. 31, 2015 | $ 76,987,502 | $ 3,699 | $ 43,002,670 | $ 33,062,282 | $ (1,183,552) | $ 2,102,403 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 – Summary of Significant Accounting Policies Business – UTG, Inc. is an insurance holding company. The Company's dominant business is individual life insurance, which includes the servicing of existing insurance in-force and the acquisition of other companies in the life insurance business. UTG and its subsidiaries are collectively referred to as the "Company". This document at times will refer to the Registrant's largest shareholder, Mr. Jesse T. Correll and certain companies controlled by Mr. Correll. Mr. Correll holds a majority ownership of First Southern Funding, LLC ("FSF"), a Kentucky corporation, and First Southern Bancorp, Inc. ("FSBI"), a financial services holding company. FSBI operates through its 100.00 %owned subsidiary bank, First Southern National Bank ("FSNB"). Banking activities are conducted through multiple locations within south-central and western Kentucky. Mr. Correll is Chief Executive Officer and Chairman of the Board of Directors of UTG and is currently UTG's largest shareholder through his ownership control of FSF, FSBI and affiliates. At December 31, 2015, Mr. Correll owns or controls directly and indirectly approximately 57.61 % of UTG's outstanding stock. UTG's life insurance subsidiary has several wholly-owned and majority-owned subsidiaries. The subsidiaries were formed to hold certain real estate and other investments. The investments were placed into the limited liability companies and partnerships to provide additional protection to the policyholders and to UG. Basis of Presentation – The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), under guidance issued by the Financial Accounting Standards Board ("FASB"). The preparation of financial statements in accordance with GAAP requires Management to make estimates and assumptions that affect the reported amounts of 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. Principles of Consolidation – The accompanying consolidated financial statements include the accounts of the Registrant and its wholly and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated during consolidation. Business Segments – The Company has only one business segment – life insurance. Investments – The Company reports its investments as follows: Fixed Maturity Investments – The Company classifies its fixed maturity investments, which include bonds, as available for sale. Investments classified as available for sale are carried at fair value with unrealized gains and losses, net of deferred taxes, reflected directly in accumulated other comprehensive income. Premiums and discounts on debt securities purchased at other than par value are amortized and accreted, respectively, to interest income in the Consolidated Statements of Operations, using the constant yield method over the period to maturity. Net realized gains and losses on sales of available for sale securities, and unrealized losses considered to be other-than-temporary, are recorded to net realized investment gains (losses) in the Consolidated Statements of Operations. Equity Securities – Investments in equity securities, which include common and preferred stocks, are reported at fair value with unrealized gains and losses, net of deferred taxes, reflected directly in accumulated other comprehensive income (loss). Trading Securities – Trading security investments are reported at fair value with gains and losses resulting from changes in fair value recognized in earnings. Trading securities include exchange traded equities and exchange traded options. Mortgage Loans on Real Estate – Mortgage loans on real estate are reported at their unpaid principal balances, adjusted for amortization of premium or discount and valuation allowances. Valuation allowances are established for impaired loans when it is probable that contractual principal and interest will not be collected. Included in the mortgage loans balance is discounted mortgage loans on real estate. Discounted mortgage loans on real estate are loans that the Company purchased at a deep discount through an auction process led by the Federal Government or other intermediary. In general, the discounted loans are non-performing and there is a significant amount of uncertainty surrounding the timing and amount of cash flows to be received by the Company. Accordingly, the Company records its investment in the discounted loans at its original purchase price adjusted for any principal receipts received. Management works with the borrower to reach a settlement on the loan or they foreclose on the underlying collateral which is primarily commercial real estate. For cash payments received during the work out process, the Company records these payments to interest income on a cash basis. For loan settlements reached, the Company records the amount in excess of the carrying amount of the loan as a discount accretion to investment income at the closing date. Management reviews the discount loan portfolio regularly for impairment. If an impairment is identified (after consideration of the underlying collateral), the Company records an impairment to earnings in the period the information becomes known. Investment Real Estate – Investment real estate held for sale is reported at the lower of cost or fair value less cost to sell. Expenses to maintain the property are expensed as incurred. Notes Receivable – Notes receivable are reported at their unpaid principal balances, adjusted for valuation allowances. Valuation allowances are established for impaired loans when it is probable that contractual principal and interest will not be collected. Interest accruals are analyzed based on the likelihood of repayment. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status. Policy Loans – Policy loans are reported at their unpaid balances, including accumulated interest, but not in excess of the cash surrender value of the related policy. Short-Term Investments – Short-term investments are reported at amortized cost, which approximates fair value. Gains and Losses – Realized gains and losses include sales of investments and investment impairments. If any, other-than-temporary impairments in fair value are recognized in net income on the specific identification basis. Fair Value – Fair values for cash, short-term investments, short-term debt, receivables and payables approximate carrying value. Fair values for fixed maturities, equity securities and certain other assets are determined in accordance with specific accounting guidance. Fair values are based on quoted market prices, where available. Otherwise, fair values are based on quoted market prices of comparable instruments in active markets, quotes in inactive markets, or other observable criteria. Mortgage loans on real estate are estimated using discounted cash flow analyses. Discounted mortgage loans on real estate are reported at original purchase price, which Management believes approximates fair value. For more specific information regarding the Company's measurements and procedures in valuing financial instruments, see Note 3 – Fair Value Measurements. Impairment of Investments – The Company evaluates its investment portfolio for other-than-temporary impairments as described in Note 2 – Investments. If a security is deemed to be other-than-temporarily impaired, the cost basis of the security is written down to fair value and is treated as a realized loss. Current accounting guidance states that if an entity intends to sell or if it is more likely than not that it will be required to sell an impaired security prior to recovery of its cost basis, the security is to be considered other-than-temporarily impaired and the full amount of impairment must be charged to earnings. Otherwise, losses on fixed maturities which are other-than-temporarily impaired are separated into two categories, the portion of the loss which is considered credit loss and the portion of the loss which is due to other factors. The credit loss portion is charged to earnings while the loss due to other factors is charged to other comprehensive income. Cash Equivalents – The Company considers certificates of deposit and other short-term instruments with an original purchased maturity of three months or less to be cash equivalents. Cash – Cash consists of balances on hand and on deposit in banks and financial institutions. Reinsurance - In the normal course of business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding reinsurance to other insurance enterprises or reinsurers under excess coverage and coinsurance contracts. The Company retains a maximum of $125,000 of coverage per individual life. Reinsurance receivables are recognized in a manner consistent with the liabilities relating to the underlying reinsured contracts. The cost of reinsurance related to long-duration contracts is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies. Cost of Insurance Acquired - When an insurance company is acquired, the Company assigns a portion of its cost to the right to receive future cash flows from insurance contracts existing at the date of the acquisition. The cost of policies purchased represents the actuarially determined present value of the projected future profits from the acquired policies. Cost of insurance acquired is amortized with interest in relation to expected future profits, including direct charge-offs for any excess of the unamortized asset over the projected future profits. The amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised. Property and Equipment - Company-occupied property, data processing equipment and furniture and office equipment are stated at cost less accumulated depreciation of $3,323,718 and $3,868,331 at December 31, 2015 and 2014, respectively. Depreciation is computed on a straight-line basis for financial reporting purposes using estimated useful lives of three to thirty years. Depreciation expense was $139,218 and $309,279 for the years ended December 31, 2015 and 2014, respectively. Future Policy Benefits and Expenses - The liabilities for traditional life insurance and accident and health insurance policy benefits are computed using a net level method. These liabilities include assumptions as to investment yields, mortality, withdrawals, and other assumptions based on the life insurance subsidiary's experience adjusted to reflect anticipated trends and to include provisions for possible unfavorable deviations. The Company makes these assumptions at the time the contract is issued or, in the case of contracts acquired by purchase, at the purchase date. Future policy benefits for individual life insurance and annuity policies are computed using interest rates ranging from 2% to 6% for life insurance and 2.5% to 7.50% for annuities. Benefit reserves for traditional life insurance policies include certain deferred profits on limited-payment policies that are being recognized in income over the policy term. Policy benefit claims are charged to expense in the period that the claims are incurred. The mortality rate assumptions for policies currently issued by the Company are based on 2001 select and ultimate tables. Withdrawal rate assumptions are based upon Linton B or C, which are industry standard actuarial tables for forecasting assumed policy lapse rates. Benefit reserves for universal life insurance and interest sensitive life insurance products are computed under a retrospective deposit method and represent policy account balances before applicable surrender charges. Policy benefits and claims that are charged to expense include benefit claims in excess of related policy account balances. Interest crediting rates for universal life and interest sensitive products range from 4.0% to 5.5% as of December 31, 2015 and 2014. Policy Claims and Benefits Payable - Policy and contract claims include provisions for reported claims in process of settlement, valued in accordance with the terms of the policies and contracts, as well as provisions for claims incurred and unreported. The estimate of incurred and unreported claims is based on prior experience. The Company makes an estimate after careful evaluation of all information available to the Company. There is no certainty the stated liability for policy claims and benefits payable, including the estimate for incurred but unreported claims, will be the Company's ultimate obligation. Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement book values and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. More information concerning income taxes is provided in Note 6 – Income Taxes. Earnings Per Share – The objective of both basic earnings per share ("EPS") and diluted EPS is to measure the performance of an entity over the reporting period. The Company presents basic and diluted EPS on the face of the Consolidated Statements of Operations. Basic EPS is computed by dividing income available to common shareholders by the weighted average common shares outstanding for the period. Diluted EPS is calculated by adding to shares outstanding the additional net effect of potentially dilutive securities or contracts, such as stock options, which could be exercised or converted into common shares. Recognition of Revenues and Related Expenses - Premiums for traditional life insurance products, which include those products with fixed and guaranteed premiums and benefits, consist principally of whole life insurance policies, and certain annuities with life contingencies are recognized as revenues when due. Limited payment life insurance policies defer gross premiums received in excess of net premiums, which is then recognized in income in a constant relationship with insurance in-force. Accident and health insurance premiums are recognized as revenue pro rata over the terms of the policies. Benefits and related expenses associated with the premiums earned are charged to expense proportionately over the lives of the policies through a provision for future policy benefit liabilities and through deferral and amortization of deferred policy acquisition costs. For universal life and investment products, generally there is no requirement for payment of premium other than to maintain account values at a level sufficient to pay mortality and expense charges. Consequently, premiums for universal life policies and investment products are not reported as revenue, but as deposits. Policy fee revenue for universal life policies and investment products consists of charges for the cost of insurance and policy administration fees assessed during the period. Expenses include interest credited to policy account balances and benefit claims incurred in excess of policy account balances. Recently Issued Accounting Standards Accounting Standards Update (ASU) 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities – ASU 2016-01 makes targeted improvements to existing U.S. GAAP for financial instruments, including requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requiring entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset and requiring entities to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as "own credit") when the organization has elected to measure the liability at fair value in accordance with the fair value option. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017. Early adoption of the own credit provision is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. Accounting Standards Update (ASU) 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes – ASU 2015-17 simplifies the presentation of deferred income taxes to require that deferred tax assets and liabilities be classified as non-current in a classified balance sheet. Current U.S. GAAP requires an entity to separate deferred income tax assets and liabilities into current and non-current amounts in a classified balance sheet. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments of this Update. For public companies, the guidance is ASC 2015-17 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. Accounting Standards Update (ASU) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis – ASU 2015-02 makes changes to both the variable interest model and voting interest model and eliminates the indefinite deferral of FASB Statement No. 167, included in ASU 2010-10, for certain investment funds. All reporting entities that hold a variable interest in other legal entities will need to re-evaluate their consolidation conclusions as well as disclosure requirements. This ASU is effective for annual periods beginning after December 15, 2015, and early adoption is permitted, including any interim period. This is not expected to have a material impact on the financial statements of the Company. Accounting Standards Update (ASU) 2015-01, Income Statement – Extraordinary and Unusual Items – ASU 2015-01 removes the concept of extraordinary items from U.S. GAAP. Under the existing guidance, an entity is required to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is unusual and occurs infrequently. This separate, net-of-tax presentation will no longer be allowed. The existing requirement to separately disclose events or transactions that are unusual or occur infrequently on a pre-tax basis within continuing operations in the income statement has been retained. The new guidance requires similar separate presentation of items that are both unusual and infrequent. The new standard is effective for periods beginning after December 15, 2015. Early adoption is permitted, but only as of the beginning of the fiscal year of adoption. Upon adoption, the Company will present transactions that are both unusual and infrequent, if any, on a pre-tax basis within continuing operations in the Consolidated Statements of Operations. Reclassifications – Certain reclassifications have been made to the 2014 consolidated financial statements to make them comparable to the current year consolidated financial statements. |
INVESTMENTS |
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INVESTMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENTS | Note 2 – Investments Available for Sale Securities – Fixed Maturity and Equity Securities The following tables provide a summary of fixed maturities available for sale and equity securities by original or amortized cost and estimated fair value:
The following table provides a summary of fixed maturities by contractual maturity as of December 31, 2015. Actual maturities could differ from contractual maturities due to call or prepayment provisions:
By insurance statute, the majority of the Company's investment portfolio is invested in investment grade securities to provide ample protection for policyholders. Below investment grade debt securities generally provide higher yields and involve greater risks than investment grade debt securities because their issuers typically are more highly leveraged and more vulnerable to adverse economic conditions than investment grade issuers. In addition, the trading market for these securities is usually more limited than for investment grade debt securities. Debt securities classified as below-investment grade are those that receive a Standard & Poor's rating of BB+ or below. The Company held below investment grade investments with an estimated market value of $13,352,934 and $9,142,063 as of December 31, 2015 and 2014, respectively. The investments are all classified as "All other corporate bonds". The fair value of investments with sustained gross unrealized losses at December 31, 2015 and 2014 are as follows:
The following table provides additional information regarding the number of securities that were in an unrealized loss position for greater than or less than twelve months:
Substantially all of the unrealized losses on fixed maturities available for sale at December 31, 2015 and 2014 are attributable to changes in market interest rates and general disruptions in the credit market subsequent to purchase. The unrealized losses on equity investments were primarily attributable to normal market fluctuations. The Company does not currently intend to sell nor does it expect to be required to sell any of the securities in an unrealized loss position. Based upon the Company's expected continuation of receipt of contractually required principal and interest payments and its intent and ability to retain the securities until price recovery, as well as the Company's evaluation of other relevant factors, the Company deems these securities to be temporarily impaired as of December 31, 2015 and 2014 Trading Securities Securities designated as trading securities are reported at fair value, with gains or losses resulting from changes in fair value recognized in net investment income on the Consolidated Statements of Operations. Trading securities include exchange-traded equities and exchange-traded options. Trading securities carried as liabilities are securities sold short. A gain, limited to the price at which the security was sold short, or a loss, potentially unlimited in size, will be recognized upon the termination of the short sale. The fair value of derivatives included in trading security assets and trading security liabilities as of December 31, 2015 was $0 and $(28,609), respectively. The fair value of derivatives included in trading security assets and trading security liabilities as of December 31, 2014 was $6,250 and $(23,853), respectively. Earnings from trading securities are classified in cash flows from operating activities. The derivatives held by the Company are for income generation purposes only. As of June 30, 2015, the Company reclassified its remaining exchange-traded equity trading security to the available for sale category. The fair value of the security at the time of the reclassification was $3,224,000. Trading securities are purchased and held primarily for purposes of selling them in the near term and reflect active and frequent buying and selling. Management analyzed the recent buying and selling activity related to the exchange-traded equity and deems the available for sale category to better reflect Management's intent for this security going forward. Through June 30, 2015, unrealized gains and losses from this exchange-traded equity were recorded as a component of earnings. Subsequent unrealized gains/losses are reported as a component of comprehensive income. The following table reflects trading securities revenue charged to net investment income for the periods ended December 31:
Mortgage Loans on Real Estate The Company, from time to time, acquires mortgage loans through participation agreements with FSNB. FSNB has been able to provide the Company with additional expertise and experience in underwriting commercial and residential mortgage loans, which provide more attractive yields than the traditional bond market. The Company is able to receive participations from FSNB for three primary reasons: 1) FSNB has already reached its maximum lending limit to a single borrower, but the borrower is still considered a suitable risk; 2) the interest rate on a particular loan may be fixed for a long period that is more suitable for UG given its asset-liability structure; and 3) FSNB's loan growth might at times outpace its deposit growth, resulting in FSNB participating such excess loan growth rather than turning customers away. For originated loans, the Company's Management is responsible for the final approval of such loans after evaluation. Before a new loan is issued, the applicant is subject to certain criteria set forth by Company Management to ensure quality control. These criteria include, but are not limited to, a credit report, personal financial information such as outstanding debt, sources of income, and personal equity. Once the loan is approved, the Company directly funds the loan to the borrower. The Company bears all risk of loss associated with the terms of the mortgage with the borrower. Approximately 30% and 39% of the mortgage loan portfolio consists of discounted commercial mortgage loans as of December 31, 2015 and 2014, respectively. The Company began purchasing discounted commercial mortgage loans in 2009. Management has extensive background and experience in the analysis and valuation of commercial real estate. The discounted loans are available through the FDIC's sale of assets of closed banks and from banks wanting to reduce their loan portfolios. The loans are available on a loan by loan bid process. Once a loan has been acquired, contact is made with the appropriate individuals to begin a dialog with a goal of determining the borrower's willingness to work together. There are generally three paths a discounted loan will take: the borrowers pay as required; a settlement is reached with the loan being paid off at a discounted value; or the loan is foreclosed. During 2015 and 2014, the Company acquired $13,774,698 and $2,348,890 in mortgage loans, respectively, including both regular participation mortgage loans as well as discounted mortgage loans. FSNB services the majority of the Company's mortgage loan portfolio. The Company pays FSNB a .25% servicing fee on these loans and a one-time fee at loan origination of .50% of the original loan cost to cover costs incurred by FSNB relating to the processing and establishment of the loan. During 2015 and 2014, the maximum and minimum lending rates for mortgage loans were:
Most mortgage loans are first position loans. Loans issued are generally limited to no more than 80% of the appraised value of the property. The Company has in place a monitoring system to provide Management with information regarding potential troubled loans. Letters are sent to each mortgagee when the loan becomes 30 days or more delinquent. Management is provided with a monthly listing of loans that are 60 days or more past due along with a brief description of what steps are being taken to resolve the delinquency. All loans 90 days or more past due are placed on a non-performing status and classified as delinquent loans. Quarterly, coinciding with external financial reporting, the Company reviews each delinquent loan and determines how each delinquent loan should be classified. Management believes the current internal controls surrounding the mortgage loan selection process provide a quality portfolio with minimal risk of foreclosure and/or negative financial impact. Changes in the current economy could have a negative impact on the loans, including the financial stability of the borrowers, the borrowers' ability to pay or to refinance, the value of the property held as collateral and the ability to find purchasers at favorable prices. Given the uncertainty of the current market, Management has taken a conservative approach with the discounted mortgage loans and has classified all discounted mortgage loans held as non-accrual. In such status, the Company is not recording any accrued interest income nor is it recording any accrual of discount on the loans held. The Company records repayments on loans as discount accrual when the loan basis has been paid in full. On the remainder of the mortgage loan portfolio, interest accruals are analyzed based on the likelihood of repayment. In no event will interest continue to accrue when accrued interest along with the outstanding principal exceeds the net realizable value of the property. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status. A mortgage loan reserve is established and adjusted based on Management's quarterly analysis of the portfolio and any deterioration in value of the underlying property which would reduce the net realizable value of the property below its current carrying value. The Company acquired the discounted mortgage loans at below contract value, and believes that it will fully recover its carrying value upon disposal, therefore no reserve for delinquent loans is deemed necessary. Those not currently paying are being vigorously worked by Management. The current discounted commercial mortgage loan portfolio has an average price of 39.0 % of face value and Management has determined that this deep discount provides a financial cushion or built in allowance for any of the loans that are not currently performing within the portfolio of loans purchased. The mortgage loan reserve was $0 at December 31, 2015 and 2014. The following table summarizes the number of loans held in the discounted mortgage loan portfolio and the carrying value of the loans as of December 31, 2015:
The following table summarizes the mortgage loan holdings of the Company for the periods ended December 31:
Investment Real Estate Real estate acquired through foreclosure, consisting of properties obtained through foreclosure proceedings or acceptance of a deed in lieu of foreclosure, is reported on an individual asset basis at the lower of cost or fair value, less disposal costs. Fair value is determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources. When properties are acquired through foreclosure, any excess of the loan balance at the time of foreclosure over the fair value of the real estate held as collateral is recognized and charged to the Consolidated Statements of Operations. Based upon Management's evaluation of the real estate acquired through foreclosure, additional expense is recorded when necessary in an amount sufficient to reflect any declines in estimated fair value. Gains and losses recognized on the disposition of the properties are recorded as realized gains and losses in the Consolidated Statements of Operations. Notes Receivable Notes receivable represent collateral loans and promissory notes issued by the Company and are reported at their unpaid principal balances, adjusted for valuation allowances. Valuation allowances are established for impaired loans when it is probable that contractual principal and interest will not be collected. The valuation allowance as of December 31, 2015 and 2014 was $0. Interest accruals are analyzed based on the likelihood of repayment. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status. Before a new note is issued, the applicant is subject to certain criteria set forth by Company Management to ensure quality control. Once the note is approved, the Company directly funds the note to the borrower. Several of the notes have participation agreements in place, whereas the Company has reduced its investment in the note receivable by participating a portion of the note to a third party. Similar to the mortgage loans, FSNB services several of the notes receivable. The Company, and the participants in the notes, share in the risk of loss associated with the terms of the note with the borrower, based upon their ownership percentage in the note. The Company has in place a monitoring system to provide Management with information regarding potential troubled loans. Analysis of Investment Operations The following table reflects the Company's net investment income for the periods ended December 31:
The following table reflects the Company's net realized investments gains and losses for the periods ended December 31:
Other-Than-Temporary Impairments The Company regularly reviews its investment securities for factors that may indicate that a decline in fair value of an investment is other than temporary. The factors considered by Management in its regular review to identify and recognize other-than-temporary impairment losses on fixed maturities include, but are not limited to: the length of time and extent to which the fair value has been less than cost; the Company's intent to sell, or be required to sell, the debt security before the anticipated recovery of its remaining amortized cost basis; the financial condition and near-term prospects of the issuer; adverse changes in ratings announced by one or more rating agencies; subordinated credit support, whether the issuer of a debt security has remained current on principal and interest payments; current expected cash flows; whether the decline in fair value appears to be issuer specific or, alternatively, a reflection of general market or industry conditions, including the effect of changes in market interest rates. If the Company intends to sell a debt security, or it is more likely than not that it would be required to sell a debt security before the recovery of its amortized cost basis, the entire difference between the security's amortized cost basis and its fair value at the balance sheet date would be recognized by a charge to other-than-temporary losses in the Consolidated Statements of Operations. Equity securities may experience other-than-temporary impairments in the future based on the prospects for full recovery in value in a reasonable period of time and the Company's ability and intent to hold the security to recovery. If a decline in fair value is judged by Management to be other-than-temporary or Management does not have the intent or ability to hold a security, a loss is recognized by a charge to other-than-temporary impairment losses in the Consolidated Statements of Operations. Management regularly reviews its real estate portfolio in comparison to appraisal valuations and current market conditions for indications of other-than-temporary impairments. If a decline in value is judged by Management to be other-than-temporary, a loss is recognized by a charge to other-than-temporary impairment losses in the Consolidated Statements of Operations. Based on Management's review of the investment portfolio, the Company recorded the following losses for other-than-temporary impairments in the Consolidated Statements of Operations for the periods ended December 31:
The other-than-temporary impairments recognized during 2015 and 2014 were taken as a result of Management's assessment and consideration of the length of time the securities have remained in an unrealized loss position and as a result of management's analysis and determination of value. The investments were written down to better reflect their current expected market value. Investments on Deposit The Company had investments with a fair value of $8,932,241 and $10,635,716 on deposit with various state insurance departments as of December 31, 2015 and 2014, respectively. |
FAIR VALUE MEASUREMENTS |
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FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | Note 3 – Fair Value Measurements The Company measures its assets and liabilities recorded at fair value in the Consolidated Balance Sheets based on the framework set forth in the GAAP fair value accounting guidance. The framework establishes a fair value hierarchy of three levels based upon the transparency of information used in measuring the fair value of assets or liabilities as of the measurement date. The fair value hierarchy prioritizes the inputs in the valuation techniques used to measure fair value into three categories. Level 1 – Valuation is based upon quoted prices for identical assets or liabilities in active markets that the Company is able to access. Level 1 fair value is not subject to valuation adjustments. Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active. In addition, the Company may use various valuation techniques or pricing models that use observable inputs to measure fair value. Level 3 – Valuation is based upon unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Unobservable inputs reflect the Company's own assumptions about the inputs that market participants would use in pricing the asset or liability. The Company determines the existence of an active market for an asset or liability based on its judgment as to whether transactions for the asset or liability occur in such market with sufficient frequency and volume to provide reliable pricing information. If the Company concludes that there has been a significant decrease in the volume and level of activity for an investment in relation to normal market activity for such investment, adjustments to transactions and quoted prices are made to estimate fair value. The inputs used in the valuation techniques employed by the Company are provided by nationally recognized pricing services, external investment managers and internal resources. To assess these inputs, the Company's review process includes, but is not limited to, quantitative analysis including benchmarking, initial and ongoing evaluations of methodologies used by external parties to calculate fair value, and ongoing evaluations of fair value estimates based on the Company's knowledge and monitoring of market conditions. The Company periodically reviews the pricing service provider's policies and procedures for valuing securities. The assumptions underlying the valuations from external service providers, including unobservable inputs, are generally not readily available as this information is often deemed proprietary. Accordingly, the Company is unable to obtain comprehensive information regarding these assumptions and methodologies. The Company's investments in fixed maturity securities available for sale, equity securities available for sale and trading securities assets and liabilities are carried at fair value. The following are the Company's methodologies and valuation techniques for assets and liabilities measured at fair value. Fixed maturities available for sale mainly consist of U.S. treasury securities and corporate debt securities. The Company employs a market approach to the valuation of securities where there are sufficient market transactions involving identical or comparable assets. If sufficient market data is not available for identical or comparable assets, the Company uses an income approach to valuation. The majority of the financial instruments included in fixed maturity securities available for sale are evaluated utilizing observable inputs; accordingly, they are categorized in either Level 1 or Level 2 of the fair value hierarchy. However, in instances where significant inputs utilized in valuation of the securities are unobservable, the securities are categorized in Level 3 of the fair value hierarchy. Corporate securities primarily include fixed rate corporate bonds. Inputs utilized in connection with the Company's valuation techniques relating to this class of securities include recently executed transactions, market price quotations, benchmark yields and issuer spreads. Corporate securities are categorized in Level 2 of the fair value hierarchy. U.S. treasury securities are based on quoted prices in active markets and are generally categorized in Level 1 of the fair value hierarchy. Equity securities available for sale consist of common and preferred stocks mainly in private equity investments and financial institutions. Equity securities for which there is sufficient market data are categorized as Level 1 or 2 in the fair value hierarchy. For the equity securities in which quoted market prices are not available, the transaction price is used as the best estimate of fair value at inception. When evidence is believed to support a change to the carrying value from the transaction price, adjustments are made to reflect the expected exit values. The Company performs ongoing reviews of the underlying investments. The reviews consist of the evaluations of expected cash flows, material events and market data. These investments are included in Level 3 of the fair value hierarchy. Securities designated as trading securities consist of exchange-traded equities and exchange-traded options. These securities are primarily valued at quoted active market prices, and are therefore categorized as Level 1 in the fair value hierarchy. The following table presents the Company's assets and liabilities measured at fair value in the consolidated balance sheet on a recurring basis as of December 31, 2015.
The following table presents the Company's assets and liabilities measured at fair value in the consolidated balance sheet on a recurring basis as of December 31, 2014.
The following table provides reconciliations for Level 3 assets measured at fair value on a recurring basis. Transfers into and out of Level 3 are recognized as of the end of the quarter in which they occur.
The Level 3 securities include collateralized debt obligations of trust preferred securities issued by banks and insurance companies and certain equity securities with unobservable inputs. The Company computed fair value of Level 3 equity investments based on a review of current financial information, earnings trends and similar companies in the same industries. There were no transfers in or out of Level 3 as of December 31, 2015. Transfers occur when there is a lack of observable market information. Certain assets are not carried at fair value on a recurring basis, including investments such as mortgage loans and policy loans. Accordingly such investments are only included in the fair value hierarchy disclosure when the investment is subject to re-measurement at fair value after initial recognition and the resulting re-measurement is reflected in the Consolidated Financial Statements. The carrying values and estimated fair values of certain of the Company's financial instruments not recorded at fair value in the Consolidated Balance Sheets are shown below. Because the fair value for all Consolidated Balance Sheet items are not required to be disclosed, the aggregate fair value amounts presented below are not reflective of the underlying value of the Company.
The above estimated fair value amounts have been determined based upon the following valuation methodologies. Considerable judgment was required to interpret market data in order to develop these estimates. Accordingly, the estimates are not necessarily indicative of the amounts which could be realized in a current market exchange. The use of different market assumptions or estimation methodologies may have a material effect on the fair value amounts. The fair values of mortgage loans on real estate are estimated using discounted cash flow analyses and interest rates being offered for similar loans to borrowers with similar credit ratings. The inputs used to measure the fair value of our mortgage loans on real estate are classified as Level 3 within the fair value hierarchy. A portion of the mortgage loans balance consists of discounted mortgage loans. The Company has been purchasing non-performing discounted mortgage loans at a deep discount through an auction process led by the Federal Government. In general, the discounted loans are non-performing and there is a significant amount of uncertainty surrounding the timing and amount of cash flows to be received by the Company. Accordingly, the Company records its investment in the discounted loans at its original purchase price, which Management believes approximates fair value. The inputs used to measure the fair value of our discounted mortgage loans are classified as Level 3 within the fair value hierarchy. Investment real estate is recorded at the lower of the net investment in the real estate or the fair value of the real estate less costs to sell. The determination of fair value assessments are performed on a periodic, non-recurring basis by external appraisal and assessment of property values by Management. The inputs used to measure the fair value of our investment real estate are classified as Level 3 within the fair value hierarchy. Notes receivable are carried at their unpaid principal balances, which approximates fair value. The inputs used to measure the fair value of the loans are classified as Level 3 within the fair value hierarchy. Policy loans are carried at the aggregate unpaid principal balances in the Consolidated Balance Sheets which approximate fair value, and earn interest at rates ranging from 4% to 8%. Individual policy liabilities in all cases equal or exceed outstanding policy loan balances. The inputs used to measure the fair value of our policy loans are classified as Level 3 within the fair value hierarchy. The carrying amount of cash and cash equivalents in the Consolidated Balance Sheets approximates fair value given the highly liquid nature of the instruments. The inputs used to measure the fair value of our cash and cash equivalents are classified as Level 1 within the fair value hierarchy. The carrying amount of short term investments in the Consolidated Balance Sheets approximates fair value. The inputs used to measure the fair value of our short term investments are classified as Level 3 within the fair value hierarchy. The carrying value is a reasonable estimate of fair value for notes payable subject to floating rates of interest. The fair value of notes payable with fixed rate borrowings is determined based on the borrowing rates currently available to the Company for loans with similar terms and average maturities. The inputs used to measure the fair value of our notes payable are classified as Level 2 within the fair value hierarchy. |
REINSURANCE |
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REINSURANCE [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
REINSURANCE | Note 4 - Reinsurance As is customary in the insurance industry, the insurance subsidiary cedes insurance to, and assumes insurance from, other insurance companies under reinsurance agreements. Reinsurance agreements are intended to limit a life insurer's maximum loss on a large or unusually hazardous risk or to obtain a greater diversification of risk. The ceding insurance company remains primarily liable with respect to ceded insurance should any reinsurer be unable to meet the obligations assumed by it. However, it is the practice of insurers to reduce their exposure to loss to the extent that they have been reinsured with other insurance companies. The Company sets a limit on the amount of insurance retained on the life of any one person. The Company will not retain more than $125,000, including accidental death benefits, on any one life. At December 31, 2015, the Company had gross insurance in-force of $1.3 billion of which approximately $272 million was ceded to reinsurers. At December 31, 2014, the Company had gross insurance in-force of $1.4 billion of which approximately $287 million was ceded to reinsurers. The Company's reinsured business is ceded to numerous reinsurers. The Company monitors the solvency of its reinsurers in seeking to minimize the risk of loss in the event of a failure by one of the parties. The Company is primarily liable to the insureds even if the reinsurers are unable to meet their obligations. The primary reinsurers of the Company are large, well-capitalized entities. Most recently, UG utilized reinsurance agreements with Optimum Re Insurance Company ("Optimum"), and Swiss Re Life and Health America Incorporated ("SWISS RE"). Optimum and SWISS RE currently hold an "A-" (Excellent) and "A+" (Superior) rating, respectively, from A.M. Best, an industry rating company. The reinsurance agreements were effective December 1, 1993, and covered most new business of UG. Under the terms of the agreements, UG cedes risk amounts above its retention limit of $100,000 with a minimum cession of $25,000. Ceded amounts are shared equally between the two reinsurers on a yearly renewable term ("YRT") basis, a common industry method. The treaty is self-administered; meaning the Company records the reinsurance results and reports them to the reinsurers. Also, Optimum is the reinsurer of 100% of the accidental death benefits ("ADB") in force of UG. This coverage is renewable annually at the Company's option. Optimum specializes in reinsurance agreements with small to mid-size carriers such as UG. UG entered into a coinsurance agreement with Park Avenue Life Insurance Company ("PALIC") effective September 30, 1996. Under the terms of the agreement, UG ceded to PALIC substantially all of its then in-force paid-up life insurance policies. Paid-up life insurance generally refers to non-premium paying life insurance policies. Under the terms of the agreement, UG sold 100 % of the future results of this block of business to PALIC through a coinsurance agreement. UG continues to administer the business for PALIC and receives a servicing fee through a commission allowance based on the remaining in-force policies each month. PALIC has the right to assumption reinsure the business, at its option, and transfer the administration. The Company is not aware of any such plans. PALIC's ultimate parent, The Guardian Life Insurance Company of America ("Guardian"), currently holds an "A++" (Superior) rating from A.M. Best. The PALIC agreement accounts for approximately 63 % of UG's reinsurance reserve credit, as of December 31, 2015 and 2014. At December 31, 1992, UG (formerly American Capitol) entered into a reinsurance agreement with Canada Life Assurance Company ("the Canada Life agreement") that fully reinsured virtually all of its traditional life insurance policies. The reinsurer's obligations under the Canada Life agreement were secured by assets withheld by UG representing policy loans and deferred and uncollected premiums related to the reinsured policies. UG continues to administer the reinsured policies. At December 31, 2013, the Canada Life agreement had insurance in-force of approximately $6,815,000, with no reserve credit being taken on that amount. The Canada Life agreement was fully repaid in August 2012. With the reinsurance recaptured by the Company, a 15 % profit share will continue to be paid to the reinsurer going forward relative to the block of business. Effective July 1, 2014, the Company acquired the 15% profit share on this block of business from Canada Life for $300,000. This payment effectively settled any future obligations of the Company to the reinsurer under this agreement. During 2014, the Company disposed of a block of business through an assumption reinsurance agreement, whereby the Company transferred cash of $3,000,000 and extinguished reserves of $3,600,000 and reduced cost of insurance acquired by $600,000. On September 30, 1998, UG entered into a coinsurance agreement with The Independent Order of Vikings, (IOV) an Illinois fraternal benefit society. Under the terms of the agreement, UG agreed to assume, on a coinsurance basis, 25% of the reserves and liabilities arising from all in-force insurance contracts issued by the IOV to its members. At December 31, 2015, the IOV insurance in-force assumed by UG was approximately $1,451,000, with reserves being held on that amount of approximately $350,000. At December 31, 2014, the IOV insurance in-force assumed by UG was approximately $1,503,000, with reserves being held on that amount of approximately $346,000. The Company does not have any short-duration reinsurance contracts. The effect of the Company's long-duration reinsurance contracts on premiums earned in 2015 and 2014 were as follows:
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COST OF INSURANCE ACQUIRED |
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Cost of Insurance Acquired [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of cost of insurance acquired | Note 5 – Cost of Insurance Acquired When an insurance company is acquired, the Company assigns a portion of its cost to the right to receive future cash flows from insurance contracts existing at the date of the acquisition. The cost of policies purchased represents the actuarially determined present value of the projected future profits from the acquired policies. Cost of insurance acquired is amortized with interest in relation to expected future profits, including direct charge-offs for any excess of the unamortized asset over the projected future profits. The interest rates utilized may vary due to differences in the blocks of business. The interest rate utilized in the amortization calculation of the remaining cost of insurance acquired is 12%. The amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised.
Estimated net amortization expense of cost of insurance acquired for the next five years is as follows:
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INCOME TAXES |
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INCOME TAXES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | Note 6 – Income Taxes UTG and UG file separate federal income tax returns. Income tax expense (benefit) consists of the following components:
The expense for income differed from the amounts computed by applying the applicable United States statutory rate of 35% before income taxes as a result of the following differences:
The following table summarizes the major components that comprise the deferred tax liability as reflected in the balance sheets:
At December 31, 2015 and 2014, the Company had gross deferred tax assets of $4,896,464 and $2,405,249, respectively, and gross deferred tax liabilities of $8,301,931 and $11,819,043, respectively, resulting from temporary differences primarily related to the life insurance subsidiary. A valuation allowance is to be provided when it is more likely than not that deferred tax assets will not be realized by the Company. No valuation allowance has been recorded (except as noted below) relating to the Company's deferred tax assets since, in Management's judgment, the Company will more likely than not have sufficient taxable income in future periods to fully realize its existing deferred tax assets. As of December 31, 2015 and 2014, the Company had a deferred tax asset of $35,094 and $17,401, respectively, relating to a net operating loss carryforward. The Company established an allowance of $35,094 and $17,401 against this deferred tax asset as of December 31, 2015 and 2014, respectively. The Company also has a deferred tax asset of $118,693 and $0 relating to an AMT tax carryforward as of December 31, 2015 and 2014, respectively. The Company established an allowance of $118,693 against this deferred tax asset as of December 31, 2015. The allowances were established based on Management's assessment of the recoverability of these deferred assets. The Company's Federal income tax returns are periodically audited by the Internal Revenue Service ("IRS"). In February 2011, the IRS audited UTG's 2009 federal income tax return. The examination was closed with no adjustments to the return. There are currently no examinations in process, nor is Management aware of any pending examination by the IRS. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of Financial Accounting Standards Board ("FASB") ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more-likely-than-not the position will be sustained upon examination by the tax authorities. Such tax positions initially and subsequently need to be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company has evaluated its tax positions, expiring statutes of limitations, changes in tax law and new authoritative rulings and believes that no disclosure relative to a provision of income taxes is necessary, at this time, to cover any uncertain tax positions. The Company classifies interest and penalties on underpayment of income taxes as income tax expense. No interest or penalties were included in the reported income taxes for the years presented. The Company is not aware of any potential or proposed changes to any of its tax filings. |
CREDIT ARRANGEMENTS |
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CREDIT ARRANGEMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CREDIT ARRANGEMENTS | Note 7 – Credit Arrangements At December 31, 2015 and 2014, the Company had the following outstanding debt:
The UTG Avalon promissory note issued on December 29, 2014 carried interest at a rate of 3.50 % with interest payable quarterly beginning in July of 2015. The interest is a variable rate that is equal to the lowest of the U.S. Prime Rates as published in the money section of the Wall Street Journal. The interest rate is subject to change monthly and any change in interest rate is effective the first day of the month following the rate change. Principal is due upon maturity of the note. This note was fully repaid during the third quarter of 2015. The principal payments were paid by UTG and as a result of the payments; intercompany promissory notes receivable/payable were established. The UTG line of credit carries interest at a fixed rate of 3.75 % and is payable monthly. As collateral, UTG has pledged 100% of the common voting stock of its wholly owned subsidiary, Universal Guaranty Life Insurance Company ("UG"). During June of 2015, the Federal Home Loan Bank approved UG's Cash Management Advance Application ("CMA"). The CMA gives the Company the option of selecting a variable rate of interest for up to 90 days or a fixed rate for a maximum of 30 days. The variable rate CMA is prepayable at any time without a fee, while the fixed CMA is not prepayable prior to maturity. |
COMMITMENTS AND CONTINGENCIES |
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COMMITMENTS AND CONTINGENCIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | Note 8 – Commitments and Contingencies The insurance industry has experienced a number of civil jury verdicts which have been returned against life and health insurers in the jurisdictions in which the Company does business involving the insurers' sales practices, alleged agent misconduct, failure to properly supervise agents, and other matters. Some of the lawsuits have resulted in the award of substantial judgments against the insurer, including material amounts of punitive damages. In some states, juries have substantial discretion in awarding punitive damages in these circumstances. In the normal course of business, the Company is involved from time to time in various legal actions and other state and federal proceedings. Management is of the opinion that the ultimate disposition of the matters will not have a material adverse effect on the Company's results of operations or financial position. Under the insurance guaranty fund laws in most states, insurance companies doing business in a participating state can be assessed up to prescribed limits for policyholder losses incurred by insolvent or failed insurance companies. Although the Company cannot predict the amount of any future assessments, most insurance guaranty fund laws currently provide that an assessment may be excused or deferred if it would threaten an insurer's financial strength. Mandatory assessments may be partially recovered through a reduction in future premium tax in some states. The Company does not believe such assessments will be materially different from amounts already provided for in the financial statements, though the Company has no control over such assessments. Within the Company's trading accounts, certain trading securities carried as liabilities represent securities sold short. A gain, limited to the price at which the security was sold short, or a loss, potentially unlimited in size, will be recognized upon the termination of the short sale. The following table represents the total funding commitments and the unfunded commitment as of December 31, 2015 related to certain investments:
During 2006, the Company committed to invest in RLF III, LLC ("RLF"), which makes land-based investments in undervalued assets. RLF makes capital calls as funds are needed for continued land purchases. During 2010, the Company made a commitment to invest in Llano Music, LLC ("Llano"), which invests in music royalties. The Company increased its funding commitment by $2,000,000 during 2014. Llano made capital calls to its investors as funds are needed to acquire the royalty rights. The Llano funding commitment expired in January of 2016. Upon expiration of the Llano funding commitment, the Company committed funds to a related entity, Barton Springs Music, LLC, which also invests in music royalties. During 2012, the Company committed to invest in Sovereign's Capital, LP Fund I ("Sovereign's"), which invests in companies in emerging markets. Sovereign's makes capital calls to investors as funds are needed. During 2014, the Company committed to invest in UGLIC, LLC, which purchases real estate tax receivables. UGLIC, LLC makes capital calls as funds are needed for additional purchases. During 2015, the Company committed to invest in Sovereign's Capital, LP Fund II ("Sovereign's II"), which invests in companies in emerging markets. Sovereign's II makes capital calls to investors as funds are needed. |
SHAREHOLDERS' EQUITY |
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SHAREHOLDERS' EQUITY [Abstract] | |||||||||||||||||
CAPITAL STOCK TRANSACTIONS | Note 9 – Shareholders' Equity Stock Repurchase Program – The Board of Directors of UTG has authorized the repurchase in the open market or in privately negotiated transactions of UTG's common stock. At a meeting of the Board of Directors on June 3, 2015, the Board of Directors of UTG authorized the repurchase of up to an additional $1,000,000 of UTG's common stock, for a total, repurchase of $8,000,000. Repurchased shares are available for future issuance for general corporate purposes. This program can be suspended or terminated at any time without further notice. Open market purchases are made based on the last available market price and are generally limited to a maximum per share price of the most recent reported per share GAAP equity book value of the Company. During 2015, the Company repurchased 25,919 shares through the stock repurchase program for $375,207. Through December 31, 2015, UTG has spent $6.5 million in the acquisition of 688,617 shares under this program. On July 20, 2015 the Board of Directors of UTG also clarified and amended the terms on which UTG may repurchase shares in the program and gave Company Management broad authority to operate the program, including the discretion of whether to purchase shares and the ability to suspend or terminate the program. The program may be suspended or terminated at any time without further notice. Director Compensation - Effective September 18, 2013, each outside Director will annually receive $8,000 as a retainer and $1,000 per meeting attended. The compensation, however, shall be paid in UTG common stock. The value will be determined annually on the close of business December 20th or the next business day should December 20th be a weekend or holiday, based on the activity of the year just ending. UTG's director compensation policy also provides that Directors who are employees of UTG or its affiliates do not receive any compensation for their services as Directors except for reimbursement for reasonable travel expenses for attending each meeting. In December of 2015, the Company issued 4,245 shares of its common stock as compensation to the Directors. The shares were valued at $14.36 per share, the market value at the date of issue. During 2015, the Company recorded $60,958 in operating expense related to the stock issuance. In December of 2014, the Company issued 4,755 shares of its common stock as compensation to the Directors. The shares were valued at $14.50 per share, the market value at the date of issue. During 2014, the Company recorded $68,948 in operating expense related to the stock issuance. Earnings Per Share - The following is a reconciliation of basic and diluted weighted average shares outstanding used in the computation of basic and diluted earnings per share:
The computation of diluted earnings per share is the same as basic earnings per share for the years ending December 31, 2015 and 2014, as there were no outstanding securities, options or other offers that give the right to receive or acquire common shares of UTG. Statutory Restrictions – Restrictions exist on the flow of funds to UTG from its insurance subsidiary. Statutory regulations require life insurance subsidiaries to maintain certain minimum amounts of capital and surplus. UG is required to maintain minimum statutory surplus of $2,500,000. At December 31, 2015, substantially all of the consolidated shareholders' equity represents net assets of UTG's subsidiaries. UG is domiciled in the state of Ohio. Ohio requires notification within five business days to the insurance commissioner following the declaration of any ordinary dividend and at least ten calendar days prior to payment of such dividend. Ordinary dividends are defined as the greater of: a) prior year statutory net income or b) 10 % of statutory capital and surplus. Extraordinary dividends (amounts in excess of ordinary dividend limitations) require prior approval of the insurance commissioner and are not restricted to a specific calculation. UG paid ordinary dividends of $4,000,000 and $4,800,000 to UTG in 2015 and 2014,respectively. No extraordinary dividends were paid during the two year period. UTG used the dividends received during 2014 and 2015 to purchase outstanding shares of UTG stockand for general operations of the Company. Statutory Restrictions – Restrictions exist on the flow of funds to UTG from its insurance subsidiary. Statutory regulations require life insurance subsidiaries to maintain certain minimum amounts of capital and surplus. UG is required to maintain minimum statutory surplus of $2,500,000. At December 31, 2015, substantially all of the consolidated shareholders' equity represents net assets of UTG's subsidiaries. UG is domiciled in the state of Ohio. Ohio requires notification within five business days to the insurance commissioner following the declaration of any ordinary dividend and at least ten calendar days prior to payment of such dividend. Ordinary dividends are defined as the greater of: a) prior year statutory net income or b) 10% of statutory capital and surplus. Extraordinary dividends (amounts in excess of ordinary dividend limitations) require prior approval of the insurance commissioner and are not restricted to a specific calculation. UG paid ordinary dividends of $4,000,000 and $4,800,000 to UTG in 2015 and 2014, respectively. No extraordinary dividends were paid during the two year period. UTG used the dividends received during 2014 and 2015 to purchase outstanding shares of UTG stock and for general operations of the Company. |
STATUTORY ACCOUNTING |
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STATUTORY ACCOUNTING [Abstract] | |||||||||||||||||||||||||||||||||||||
SHAREHOLDERS DIVIDEND RESTRICTION AND MINIMUM STATUTORY CAPITAL | Note 10 - Statutory Accounting The insurance subsidiary prepares its statutory-based financial statements in accordance with accounting practices prescribed or permitted by the Ohio Department of Insurance. These principles differ significantly from accounting principles generally accepted in the United States of America. "Prescribed" statutory accounting practices include state laws, regulations, and general administrative rules, as well as a variety of publications of the National Association of Insurance Commissioners (NAIC). "Permitted" statutory accounting practices encompass all accounting practices that are not prescribed; such practices may differ from state to state, from company to company within a state, and may change in the future. The following table reflects UG's statutory basis net income and capital and surplus (shareholders' equity) as of December 31:
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RELATED PARTY TRANSACTIONS |
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RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 11 – Related Party Transactions On February 20, 2003, UG purchased $4,000,000 of a trust preferred security offering issued by First Southern Bancorp, Inc. ("FSBI"). The security has a mandatory redemption after 30 years with a call provision after 5 years. The security pays a quarterly dividend at a fixed rate of 6.515 %. The Company received dividends of $264,219 during 2015 and 2014. On March 30, 2009, UG purchased $1,000,000 of FSBI common stock. The sale and transfer of this security is restricted by the provisions of a stock restriction and buy-sell agreement. On September 28, 2011 UTG entered a joint ownership agreement with Bandyco, LLC and First Southern National Bank, for an 8.08 % interest in an aircraft. Bandyco, LLC is affiliated with Ward F Correll, who is a Director of the Company. The Company paid a monthly operational fee of $25,000 through July of 2014 when the aircraft was sold. During July of 2014, the Company acquired a different aircraft. UTG paid $1,600,000 in the acquisition of the aircraft, increasing the Company's ownership interest to 30.10 %. The aircraft is used for business related travel by various officers and employees of the Company. For years 2015 and 2014, UTG paid $255,920 and $879,453 for costs associated with the aircraft, respectively. Effective January 1, 2007, UTG entered into administrative services and cost sharing agreements with its subsidiary. Under this arrangement, the subsidiary pays its proportionate share of expenses, based on an allocation formula. During 2015 and 2014, UG paid $6,867,882 and $8,902,568, respectively, in expenses. The Ohio Department of Insurance has approved the cost sharing agreement and it is Management's opinion that where applicable, costs have been allocated fairly and such allocations are based upon accounting principles generally accepted in the United States of America. The Company from time to time acquires mortgage loans through participation agreements with FSNB. FSNB services the Company's mortgage loans including those covered by the participation agreements. The Company pays a 0.25 % servicing fee on these loans and a one-time fee at loan origination of 0.50 % of the original loan cost to cover costs incurred by FSNB relating to the processing and establishment of the loan. The Company paid $11,622 and $33,894 in servicing fees and $25,000 and $0 in origination fees to FSNB during 2015 and 2014, respectively. The Company reimbursed expenses incurred by employees of FSNB relating to salaries, travel and other costs incurred on behalf of or relating to the Company. The Company paid $324,918 and $325,479 in 2015 and 2014, respectively to FSNB in reimbursement of such costs. In addition, the Company reimburses FSNB a portion of salaries and pension costs for Mr. Correll and Mr. Ditto. The reimbursement was approved by the UTG Board of Directors and totaled $349,351 and $332,725 in 2015 and 2014, respectively, which included salaries and other benefits. As previously disclosed in the Notes Receivable section of Note 2 – Investments, several of the Company's notes have participation agreements in place with third parties. Certain participation agreements are with FSF, a related party. The participation agreements are sold without recourse and assigned to the participant based on their pro-rata share of the principal, interest and collateral as specified in the participation agreements. The undivided participations in the notes receivable range from 20% - 50%. The total amount of loans participated to FSF were $3,170,000 and $0 as of December 31, 2015 and 2014, respectively. One of the participated notes receivable was fully repaid during the first quarter of 2016 reducing the outstanding participating notes receivable balance with FSF to $670,000. |
OTHER CASH FLOW DISCLOSURES |
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OTHER CASH FLOW DISCLOSURES [Abstract] | |||||||||||||||||||||||||||||||||||||
OTHER CASH FLOW DISCLOSURES | Note 12 – Other Cash Flow Disclosures On a cash basis, the Company paid the following expenses for the periods ended December 31:
During the fourth quarter of 2014, UG's wholly-owned subsidiary, UTG Avalon, LLC, entered into a noncash transaction whereby the subsidiary obtained a promissory note in the amount of $4.4 million and utilized the note to repay a prior line of credit. |
CONCENTRATIONS |
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CONCENTRATIONS [Abstract] | |
CONCENTRATIONS | Note 13 - Concentrations The Company maintains cash balances in financial institutions that at times may exceed federally insured limits. The Company maintains its primary operating cash accounts with First Southern National Bank, an affiliate of the largest shareholder of UTG, Mr. Jesse T. Correll, the Company's CEO and Chairman. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. Because UTG serves primarily individuals located in four states, the ability of our customers to pay their insurance premiums is impacted by the economic conditions in these areas. As of December 31, 2015 and 2014, approximately 54% of the Company's total direct premium was collected from Illinois, Ohio, Texas and West Virginia. Thus, results of operations are heavily dependent upon the strength of these economies. The Company reinsures that portion of insurance risk which is in excess of its retention limits. Retention limits range up to $125,000 per life. Life insurance ceded represented 21% of total life insurance in force at December 31, 2015 and 2014. Insurance ceded represented 31% and 29% of premium income for 2015 and 2014, respectively. The Company would be liable for the reinsured risks ceded to other companies to the extent that such reinsuring companies are unable to meet their obligations. |
SELECTED QUARTERLY FINANCIAL DATA |
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SELECTED QUARTERLY FINANCIAL DATA [Abstract] | |
SELECTED QUARTERLY FINANCIAL DATA [Text Block] | Note 14 – Selected Quarterly Financial Data As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore does not have to provide the information required by this item. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), under guidance issued by the Financial Accounting Standards Board ("FASB"). The preparation of financial statements in accordance with GAAP requires Management to make estimates and assumptions that affect the reported amounts of 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. |
Principles of Consolidation | Principles of Consolidation – The accompanying consolidated financial statements include the accounts of the Registrant and its wholly and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated during consolidation. |
Business Segments | Business Segments – The Company has only one business segment – life insurance. |
Investments | Investments – The Company reports its investments as follows: Fixed Maturity Investments – The Company classifies its fixed maturity investments, which include bonds, as available for sale. Investments classified as available for sale are carried at fair value with unrealized gains and losses, net of deferred taxes, reflected directly in accumulated other comprehensive income. Premiums and discounts on debt securities purchased at other than par value are amortized and accreted, respectively, to interest income in the Consolidated Statements of Operations, using the constant yield method over the period to maturity. Net realized gains and losses on sales of available for sale securities, and unrealized losses considered to be other-than-temporary, are recorded to net realized investment gains (losses) in the Consolidated Statements of Operations. Equity Securities – Investments in equity securities, which include common and preferred stocks, are reported at fair value with unrealized gains and losses, net of deferred taxes, reflected directly in accumulated other comprehensive income (loss). Trading Securities – Trading security investments are reported at fair value with gains and losses resulting from changes in fair value recognized in earnings. Trading securities include exchange traded equities and exchange traded options. Mortgage Loans on Real Estate – Mortgage loans on real estate are reported at their unpaid principal balances, adjusted for amortization of premium or discount and valuation allowances. Valuation allowances are established for impaired loans when it is probable that contractual principal and interest will not be collected. Included in the mortgage loans balance is discounted mortgage loans on real estate. Discounted mortgage loans on real estate are loans that the Company purchased at a deep discount through an auction process led by the Federal Government or other intermediary. In general, the discounted loans are non-performing and there is a significant amount of uncertainty surrounding the timing and amount of cash flows to be received by the Company. Accordingly, the Company records its investment in the discounted loans at its original purchase price adjusted for any principal receipts received. Management works with the borrower to reach a settlement on the loan or they foreclose on the underlying collateral which is primarily commercial real estate. For cash payments received during the work out process, the Company records these payments to interest income on a cash basis. For loan settlements reached, the Company records the amount in excess of the carrying amount of the loan as a discount accretion to investment income at the closing date. Management reviews the discount loan portfolio regularly for impairment. If an impairment is identified (after consideration of the underlying collateral), the Company records an impairment to earnings in the period the information becomes known. Investment Real Estate – Investment real estate held for sale is reported at the lower of cost or fair value less cost to sell. Expenses to maintain the property are expensed as incurred. Notes Receivable – Notes receivable are reported at their unpaid principal balances, adjusted for valuation allowances. Valuation allowances are established for impaired loans when it is probable that contractual principal and interest will not be collected. Interest accruals are analyzed based on the likelihood of repayment. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status. Policy Loans – Policy loans are reported at their unpaid balances, including accumulated interest, but not in excess of the cash surrender value of the related policy. Short-Term Investments – Short-term investments are reported at amortized cost, which approximates fair value. Gains and Losses – Realized gains and losses include sales of investments and investment impairments. If any, other-than-temporary impairments in fair value are recognized in net income on the specific identification basis. Fair Value – Fair values for cash, short-term investments, short-term debt, receivables and payables approximate carrying value. Fair values for fixed maturities, equity securities and certain other assets are determined in accordance with specific accounting guidance. Fair values are based on quoted market prices, where available. Otherwise, fair values are based on quoted market prices of comparable instruments in active markets, quotes in inactive markets, or other observable criteria. Mortgage loans on real estate are estimated using discounted cash flow analyses. Discounted mortgage loans on real estate are reported at original purchase price, which Management believes approximates fair value. For more specific information regarding the Company's measurements and procedures in valuing financial instruments, see Note 3 – Fair Value Measurements. Impairment of Investments – The Company evaluates its investment portfolio for other-than-temporary impairments as described in Note 2 – Investments. If a security is deemed to be other-than-temporarily impaired, the cost basis of the security is written down to fair value and is treated as a realized loss. Current accounting guidance states that if an entity intends to sell or if it is more likely than not that it will be required to sell an impaired security prior to recovery of its cost basis, the security is to be considered other-than-temporarily impaired and the full amount of impairment must be charged to earnings. Otherwise, losses on fixed maturities which are other-than-temporarily impaired are separated into two categories, the portion of the loss which is considered credit loss and the portion of the loss which is due to other factors. The credit loss portion is charged to earnings while the loss due to other factors is charged to other comprehensive income. |
Cash Equivalents and Cash | Cash Equivalents – The Company considers certificates of deposit and other short-term instruments with an original purchased maturity of three months or less to be cash equivalents. Cash – Cash consists of balances on hand and on deposit in banks and financial institutions. |
Reinsurance | Reinsurance - In the normal course of business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding reinsurance to other insurance enterprises or reinsurers under excess coverage and coinsurance contracts. The Company retains a maximum of $125,000 of coverage per individual life. Reinsurance receivables are recognized in a manner consistent with the liabilities relating to the underlying reinsured contracts. The cost of reinsurance related to long-duration contracts is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies |
Cost of Insurance Acquired | Cost of Insurance Acquired - When an insurance company is acquired, the Company assigns a portion of its cost to the right to receive future cash flows from insurance contracts existing at the date of the acquisition. The cost of policies purchased represents the actuarially determined present value of the projected future profits from the acquired policies. Cost of insurance acquired is amortized with interest in relation to expected future profits, including direct charge-offs for any excess of the unamortized asset over the projected future profits. The amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised. |
Property and Equipment | Property and Equipment - Company-occupied property, data processing equipment and furniture and office equipment are stated at cost less accumulated depreciation of $3,323,718 and $3,868,331 at December 31, 2015 and 2014, respectively. Depreciation is computed on a straight-line basis for financial reporting purposes using estimated useful lives of three to thirty years. Depreciation expense was $139,218 and $309,279 for the years ended December 31, 2015 and 2014, respectively. |
Future Policy Benefits and Expenses | Future Policy Benefits and Expenses - The liabilities for traditional life insurance and accident and health insurance policy benefits are computed using a net level method. These liabilities include assumptions as to investment yields, mortality, withdrawals, and other assumptions based on the life insurance subsidiary's experience adjusted to reflect anticipated trends and to include provisions for possible unfavorable deviations. The Company makes these assumptions at the time the contract is issued or, in the case of contracts acquired by purchase, at the purchase date. Future policy benefits for individual life insurance and annuity policies are computed using interest rates ranging from 2% to 6% for life insurance and 2.5% to 7.50% for annuities. Benefit reserves for traditional life insurance policies include certain deferred profits on limited-payment policies that are being recognized in income over the policy term. Policy benefit claims are charged to expense in the period that the claims are incurred. The mortality rate assumptions for policies currently issued by the Company are based on 2001 select and ultimate tables. Withdrawal rate assumptions are based upon Linton B or C, which are industry standard actuarial tables for forecasting assumed policy lapse rates. Benefit reserves for universal life insurance and interest sensitive life insurance products are computed under a retrospective deposit method and represent policy account balances before applicable surrender charges. Policy benefits and claims that are charged to expense include benefit claims in excess of related policy account balances. Interest crediting rates for universal life and interest sensitive products range from 4.0% to 5.5% as of December 31, 2015 and 2014. |
Policy Claims and Benefits Payable | Policy Claims and Benefits Payable - Policy and contract claims include provisions for reported claims in process of settlement, valued in accordance with the terms of the policies and contracts, as well as provisions for claims incurred and unreported. The estimate of incurred and unreported claims is based on prior experience. The Company makes an estimate after careful evaluation of all information available to the Company. There is no certainty the stated liability for policy claims and benefits payable, including the estimate for incurred but unreported claims, will be the Company's ultimate obligation. |
Income Taxes | Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement book values and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. More information concerning income taxes is provided in Note 6 – Income Taxes. |
Earnings Per Share | Earnings Per Share – The objective of both basic earnings per share ("EPS") and diluted EPS is to measure the performance of an entity over the reporting period. The Company presents basic and diluted EPS on the face of the Consolidated Statements of Operations. Basic EPS is computed by dividing income available to common shareholders by the weighted average common shares outstanding for the period. Diluted EPS is calculated by adding to shares outstanding the additional net effect of potentially dilutive securities or contracts, such as stock options, which could be exercised or converted into common shares. |
Recognition of Revenues and Related Expenses | Recognition of Revenues and Related Expenses - Premiums for traditional life insurance products, which include those products with fixed and guaranteed premiums and benefits, consist principally of whole life insurance policies, and certain annuities with life contingencies are recognized as revenues when due. Limited payment life insurance policies defer gross premiums received in excess of net premiums, which is then recognized in income in a constant relationship with insurance in-force. Accident and health insurance premiums are recognized as revenue pro rata over the terms of the policies. Benefits and related expenses associated with the premiums earned are charged to expense proportionately over the lives of the policies through a provision for future policy benefit liabilities and through deferral and amortization of deferred policy acquisition costs. For universal life and investment products, generally there is no requirement for payment of premium other than to maintain account values at a level sufficient to pay mortality and expense charges. Consequently, premiums for universal life policies and investment products are not reported as revenue, but as deposits. Policy fee revenue for universal life policies and investment products consists of charges for the cost of insurance and policy administration fees assessed during the period. Expenses include interest credited to policy account balances and benefit claims incurred in excess of policy account balances. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Accounting Standards Update (ASU) 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities – ASU 2016-01 makes targeted improvements to existing U.S. GAAP for financial instruments, including requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requiring entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset and requiring entities to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as "own credit") when the organization has elected to measure the liability at fair value in accordance with the fair value option. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017. Early adoption of the own credit provision is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. Accounting Standards Update (ASU) 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes – ASU 2015-17 simplifies the presentation of deferred income taxes to require that deferred tax assets and liabilities be classified as non-current in a classified balance sheet. Current U.S. GAAP requires an entity to separate deferred income tax assets and liabilities into current and non-current amounts in a classified balance sheet. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments of this Update. For public companies, the guidance is ASC 2015-17 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. Accounting Standards Update (ASU) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis – ASU 2015-02 makes changes to both the variable interest model and voting interest model and eliminates the indefinite deferral of FASB Statement No. 167, included in ASU 2010-10, for certain investment funds. All reporting entities that hold a variable interest in other legal entities will need to re-evaluate their consolidation conclusions as well as disclosure requirements. This ASU is effective for annual periods beginning after December 15, 2015, and early adoption is permitted, including any interim period. This is not expected to have a material impact on the financial statements of the Company. Accounting Standards Update (ASU) 2015-01, Income Statement – Extraordinary and Unusual Items – ASU 2015-01 removes the concept of extraordinary items from U.S. GAAP. Under the existing guidance, an entity is required to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is unusual and occurs infrequently. This separate, net-of-tax presentation will no longer be allowed. The existing requirement to separately disclose events or transactions that are unusual or occur infrequently on a pre-tax basis within continuing operations in the income statement has been retained. The new guidance requires similar separate presentation of items that are both unusual and infrequent. The new standard is effective for periods beginning after December 15, 2015. Early adoption is permitted, but only as of the beginning of the fiscal year of adoption. Upon adoption, the Company will present transactions that are both unusual and infrequent, if any, on a pre-tax basis within continuing operations in the Consolidated Statements of Operations. Reclassifications – Certain reclassifications have been made to the 2014 consolidated financial statements to make them comparable to the current year consolidated financial statements. |
INVESTMENTS (Tables) |
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INVESTMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortized cost and estimated values of investments in securities including investments held for sale | The following tables provide a summary of fixed maturities available for sale and equity securities by original or amortized cost and estimated fair value:
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Amortized cost and estimated market value of debt securities, by contractual maturity | The following table provides a summary of fixed maturities by contractual maturity as of December 31, 2015. Actual maturities could differ from contractual maturities due to call or prepayment provisions:
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Fair value of investments with sustained gross unrealized losses | The fair value of investments with sustained gross unrealized losses at December 31, 2015 and 2014 are as follows:
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Trading revenue charged to investment | The following table reflects trading securities revenue charged to net investment income for the periods ended December 31:
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Loan payment performance since inception | During 2015 and 2014, the maximum and minimum lending rates for mortgage loans were:
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Discounted mortgage holdings | The following table summarizes the number of loans held in the discounted mortgage loan portfolio and the carrying value of the loans as of December 31, 2015:
The following table summarizes the mortgage loan holdings of the Company for the periods ended December 31: |
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Schedule of net investment income | The following table reflects the Company's net investment income for the periods ended December 31:
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Net realized investment gains losses | The following table reflects the Company's net realized investments gains and losses for the periods ended December 31:
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Other than temporary impairments | Based on Management's review of the investment portfolio, the Company recorded the following losses for other-than-temporary impairments in the Consolidated Statements of Operations for the periods ended December 31:
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FAIR VALUE MEASUREMENTS (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial assets and liabilities measured on recurring basis |
The following table presents the Company's assets and liabilities measured at fair value in the consolidated balance sheet on a recurring basis as of December 31, 2014.
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Estimated fair value of financial instruments required to be valued by ASC 820 | The following table provides reconciliations for Level 3 assets measured at fair value on a recurring basis. Transfers into and out of Level 3 are recognized as of the end of the quarter in which they occur.
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REINSURANCE (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
REINSURANCE [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effect of long duration reinsurance contracts on premiums earned | The Company does not have any short-duration reinsurance contracts. The effect of the Company's long-duration reinsurance contracts on premiums earned in 2015 and 2014 were as follows:
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COST OF INSURANCE ACQUIRED (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of Insurance Acquired [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of insurance acquired | Note 5 – Cost of Insurance Acquired When an insurance company is acquired, the Company assigns a portion of its cost to the right to receive future cash flows from insurance contracts existing at the date of the acquisition. The cost of policies purchased represents the actuarially determined present value of the projected future profits from the acquired policies. Cost of insurance acquired is amortized with interest in relation to expected future profits, including direct charge-offs for any excess of the unamortized asset over the projected future profits. The interest rates utilized may vary due to differences in the blocks of business. The interest rate utilized in the amortization calculation of the remaining cost of insurance acquired is 12%. The amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised.
Estimated net amortization expense of cost of insurance acquired for the next five years is as follows:
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INCOME TAXES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income tax expense (benefits) | Income tax expense (benefit) consists of the following components:
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Income tax expense (benefit) reconciliation | The expense for income differed from the amounts computed by applying the applicable United States statutory rate of 35% before income taxes as a result of the following differences:
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Major components that comprise the deferred tax liability | The following table summarizes the major components that comprise the deferred tax liability as reflected in the balance sheets:
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CREDIT ARRANGEMENTS (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CREDIT ARRANGEMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of promissory note | At December 31, 2015 and 2014, the Company had the following outstanding debt:
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Schedule of lines of credit |
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COMMITMENTS AND CONTINGENCIES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Funding commitment and unfunded commitment | The following table represents the total funding commitments and the unfunded commitment as of December 31, 2015 related to certain investments:
|
SHAREHOLDERS' EQUITY (Tables) |
12 Months Ended | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||||||||||
SHAREHOLDERS' EQUITY [Abstract] | |||||||||||||||||
Reconciliation of the numerators and denominators of the basic and diluted EPS | Earnings Per Share - The following is a reconciliation of basic and diluted weighted average shares outstanding used in the computation of basic and diluted earnings per share:
|
STATUTORY ACCOUNTING (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||
STATUTORY ACCOUNTING [Abstract] | |||||||||||||||||||||||||||||||||||||
Statutory Basis Net Income and Capital Surplus | The following table reflects UG's statutory basis net income and capital and surplus (shareholders' equity) as of December 31:
|
OTHER CASH FLOW DISCLOSURES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||
OTHER CASH FLOW DISCLOSURES [Abstract] | |||||||||||||||||||||||||||||||||||||
Expenses paid on a cash basis | On a cash basis, the Company paid the following expenses for the periods ended December 31:
|
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Investment Commitment [Line Items] | ||
Additional funding commitment | $ 2,000,000 | |
RLF III, LLC [Member] | ||
Investment Commitment [Line Items] | ||
Total Funding Commitment | $ 4,000,000 | |
Unfunded Commitment | 398,120 | |
Llano Music, LLC [Member] | ||
Investment Commitment [Line Items] | ||
Total Funding Commitment | 4,000,000 | |
Unfunded Commitment | 1,179,000 | |
Additional funding commitment | 0 | |
Marcellus HBPI, LLP [Member] | ||
Investment Commitment [Line Items] | ||
Total Funding Commitment | 500,000 | |
Unfunded Commitment | 125,000 | |
MM-Appalachia IV, LP [Member] | ||
Investment Commitment [Line Items] | ||
Total Funding Commitment | 1,000,000 | |
Unfunded Commitment | 810,000 | |
Additional funding commitment | 0 | |
Additional funding commitment subsequently called | $ 0 | |
Sovereign's Capital, LP Fund I [Member] | ||
Investment Commitment [Line Items] | ||
Total Funding Commitment | 1,600,000 | |
Unfunded Commitment | $ 120,000 |
STATUTORY ACCOUNTING (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Statutory Accounting Practices [Line Items] | ||
Statutory net income | $ 306,059 | $ 12,200,025 |
Statutory capital and surplus | $ 39,752,432 | $ 41,146,686 |
OTHER CASH FLOW DISCLOSURES (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
OTHER CASH FLOW DISCLOSURES [Abstract] | ||
Interest expense paid | $ 70,141 | $ 635,664 |
Federal income tax | 3,300,000 | 4,000 |
Bonds | 27,651,746 | |
Common Stock | 1,023,394 | |
Cash | 2,480,706 | |
Noncash transaction LOC | 0.0 | $ 4.4 |
Total reinsurance assets received | $ 31,155,846 |
CONCENTRATIONS (Details) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015
USD ($)
States
|
Dec. 31, 2014
USD ($)
|
|
CONCENTRATIONS [Abstract] | ||
Number of states by which entity primarily serves | States | 4 | |
Percentage of total direct premium from major states (in hundredths) | 54.00% | 54.00% |
Maximum retention limits per life | $ | $ 125,000 | $ 125,000 |
Life insurance ceded, percentage (in hundredths) | 21.00% | 21.00% |
Percentage of premium income represents for insurance ceded (in hundredths) | 31.00% | 29.00% |
Label | Element | Value |
---|---|---|
Net increase (decrease) in cash and cash equivalents | us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease | $ (2,154,828) |
Net increase (decrease) in cash and cash equivalents | us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease | $ (5,861,175) |
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