UTAH
|
87-0345941
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
5300
South 360 West, Suite 250 Salt Lake City, Utah
|
84123
|
(Address
of principal executive office)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
|
(801)
264-1060
|
Class
A Common Stock, $2.00 par value
|
8,295,238
|
Title of
Class
|
Number of Shares Outstanding as
of
|
May 14,
2009
|
|
Class
C Common Stock, $.20 par value
|
8,803,257
|
Title of
Class
|
Number of Shares Outstanding as
of
|
May 14,
2009
|
Large accelerated filer o |
Accelerated
filer o
|
Non-accelerated
filer x
|
Smaller
reporting company o
|
PART
I - FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements
|
Page
No.
|
Condensed
Consolidated Balance Sheets March 31, 2009 and
December 31, 2008 (unaudited)
|
3-4
|
|
Condensed
Consolidated Statements of Earnings for the Three Months
Ended March 31, 2009 and 2008 (unaudited)
|
5
|
|
Condensed
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2009 and 2008 (unaudited)
|
6
|
|
Notes
to Condensed Consolidated Financial Statements (unaudited)
|
7-19
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and
Results of Operations
|
20-27
|
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
28
|
Item
4.
|
Controls
and Procedures
|
28
|
PART
II - OTHER INFORMATION
|
||
Other
Information
|
28-35
|
|
Signature
Page
|
36
|
|
Certifications
|
37-40
|
Assets
|
March 31,
2009
|
December 31,
2008
|
||||||
Investments:
|
||||||||
Fixed maturity
securities, held to maturity, at amortized cost
|
$ | 121,561,659 | $ | 125,346,194 | ||||
Fixed maturity
securities, available for sale, at estimated fair
value
|
1,203,796 | 1,236,562 | ||||||
Equity
securities, available for sale, at estimated fair
value
|
4,546,962 | 4,617,675 | ||||||
Mortgage loans
on real estate and construction loans, held for investment net of
allowances for losses of $5,561,421 and $4,780,467 for 2009 and 2008,
respectively.
|
123,990,134 | 124,592,678 | ||||||
Real estate,
net of accumulated depreciation
|
28,777,627 | 22,417,639 | ||||||
Policy, student
and other loans net, of allowances for doubtful
accounts
|
16,854,728 | 18,493,751 | ||||||
Short-term
investments
|
7,424,101 | 5,282,986 | ||||||
Accrued investment
income
|
2,336,275 | 2,245,201 | ||||||
Total
investments
|
306,695,282 | 304,232,686 | ||||||
Cash and cash
equivalents
|
20,153,536 | 19,914,110 | ||||||
Mortgage loans sold to
investors
|
33,126,420 | 19,885,994 | ||||||
Receivables,
net
|
10,550,080 | 13,135,080 | ||||||
Restricted assets of cemeteries
and mortuaries
|
2,229,916 | 4,077,076 | ||||||
Cemetery perpetual care trust
investments
|
1,818,037 | 1,840,119 | ||||||
Receivable from
reinsurers
|
5,817,949 | 5,823,379 | ||||||
Cemetery land and
improvements
|
10,618,122 | 10,626,296 | ||||||
Deferred policy and pre-need
contract acquisition costs
|
32,503,856 | 32,424,512 | ||||||
Property and equipment,
net
|
13,688,823 | 14,049,232 | ||||||
Value of business
acquired
|
11,240,797 | 11,377,276 | ||||||
Goodwill
|
1,075,039 | 1,075,039 | ||||||
Other
|
4,443,770 | 3,343,726 | ||||||
Total
Assets
|
$ | 453,961,627 | $ | 441,804,525 |
March 31,
2009
|
December 31,
2008
|
|||||||
Liabilities and Stockholders'
Equity
|
||||||||
Liabilities
|
||||||||
Future life, annuity, and other
benefits
|
$ | 328,604,810 | $ | 325,668,454 | ||||
Unearned premium
reserve
|
4,826,354 | 4,863,919 | ||||||
Bank loans
payable
|
7,799,388 | 6,138,202 | ||||||
Notes and contracts
payable
|
433,676 | 501,778 | ||||||
Deferred pre-need cemetery and
mortuary contract revenues
|
13,399,723 | 13,467,132 | ||||||
Cemetery perpetual care
obligation
|
2,672,554 | 2,647,984 | ||||||
Accounts
payable
|
1,973,937 | 1,941,777 | ||||||
Other liabilities and accrued
expenses
|
18,017,604 | 17,688,756 | ||||||
Income
taxes
|
17,429,347 | 14,974,244 | ||||||
Total
liabilities
|
395,157,393 | 387,892,246 | ||||||
Stockholders'
Equity
|
||||||||
Common
Stock:
|
||||||||
Class A: common stock $2.00 par
value; 20,000,000 shares authorized; issued and outstanding 8,284,389
shares in 2009 and 8,284,109 shares in 2008
|
16,568,778 | 16,568,218 | ||||||
Class B: non-voting common
stock $1.00 par value; 5,000,000 shares authorized; none issued
or outstanding
|
- | - | ||||||
Class C: convertible common stock
$0.20 par value; 15,000,000 shares authorized; issued 8,911,746 shares in
2009 and 8,912,315 in 2008
|
1,782,349 | 1,782,463 | ||||||
Additional paid-in
capital
|
18,146,855 | 17,985,848 | ||||||
Accumulated other comprehensive
income and other items, net of taxes
|
1,746,672 | 417,101 | ||||||
Retained
earnings
|
24,255,874 | 21,023,179 | ||||||
Treasury stock at cost; 1,525,163
Class A shares in 2009 and 1,598,568 Class A shares in
2008
|
(3,696,294 | ) | (3,864,530 | ) | ||||
Total stockholders'
equity
|
58,804,234 | 53,912,279 | ||||||
Total Liabilities and
Stockholders' Equity
|
$ | 453,961,627 | $ | 441,804,525 |
Three Months Ended March
31,
|
||||||||
2009
|
2008
|
|||||||
Revenues:
|
||||||||
Insurance premiums and other
considerations
|
$ | 9,783,718 | $ | 8,735,598 | ||||
Net investment
income
|
6,048,002 | 7,204,250 | ||||||
Net mortuary and cemetery
sales
|
2,970,996 | 3,589,995 | ||||||
Realized gains on investments and
other assets
|
66,046 | 22,917 | ||||||
Mortgage fee
income
|
40,254,194 | 33,489,290 | ||||||
Other
|
369,141 | 179,450 | ||||||
Total
revenues
|
59,492,097 | 53,221,500 | ||||||
Benefits and
expenses:
|
||||||||
Death
benefits
|
4,532,225 | 4,796,863 | ||||||
Surrenders and other policy
benefits
|
515,005 | 621,271 | ||||||
Increase in future policy
benefits
|
3,781,252 | 3,076,857 | ||||||
Amortization of deferred policy
and pre-need acquisition costs and value of business
acquired
|
1,985,305 | 1,148,371 | ||||||
Selling general and administrative
expenses:
|
||||||||
Commissions
|
20,667,813 | 22,736,386 | ||||||
Salaries
|
6,885,817 | 6,265,829 | ||||||
Provision for loan
losses
|
6,165,518 | 2,151,957 | ||||||
Other
|
8,312,179 | 7,610,733 | ||||||
Interest
expense
|
1,100,127 | 2,191,485 | ||||||
Cost of goods and services
sold-mortuaries and cemeteries
|
606,953 | 676,813 | ||||||
Total benefits and
expenses
|
54,552,194 | 51,276,565 | ||||||
Earning before income
taxes
|
4,939,903 | 1,944,935 | ||||||
Income tax
expense
|
(1,706,893 | ) | (569,479 | ) | ||||
Net
earnings
|
$ | 3,233,010 | $ | 1,375,456 | ||||
Net earnings per Class A
Equivalent common share (1)
|
$ | 0.42 | $ | 0.17 | ||||
Net earnings per Class A
Equivalent common share-assuming dilution (1)
|
$ | 0.42 | $ | 0.17 | ||||
Weighted-average Class A
equivalent common share outstanding (1)
|
7,613,587 | 8,073,293 | ||||||
Weighted-average Class A
equivalent common shares outstanding assuming-dilution
(1)
|
7,613,587 | 8,168,917 |
Three Months Ended March
31,
|
||||||||
2009
|
2008
|
|||||||
Cash flows from operating
activities:
|
||||||||
Net
cash provided by operating activities
|
$ | 1,292,519 | $ | 19,338,399 | ||||
Cash flows from investing
activities:
|
||||||||
Securities held to
maturity:
|
||||||||
Purchase-fixed
maturity securities
|
(5,146,684 | ) | - | |||||
Calls
and maturities - fixed maturity securities
|
8,985,769 | 10,249,116 | ||||||
Securities available for
sale:
|
||||||||
Purchase-fixed
maturity securities
|
(358,395 | ) | (7,364 | ) | ||||
Sales-equity
securities
|
(40,878 | ) | 603,222 | |||||
Purchase of short-term
investments
|
(7,132,079 | ) | (12,241,316 | ) | ||||
Sales of short-term
investments
|
4,990,964 | 12,123,092 | ||||||
Purchase of restricted
assets
|
(40,293 | ) | (41,310 | ) | ||||
Changes in assets for perpetual
care trusts
|
1,837,806 | 44,200 | ||||||
Amount received for perpetual care
trusts
|
24,570 | (106,378 | ) | |||||
Mortgage, policy, and other loans
made
|
(8,173,806 | ) | (25,130,252 | ) | ||||
Payments received for mortgage,
policy and other loans
|
3,328,002 | 11,925,761 | ||||||
Purchase of property and
equipment
|
(123,984 | ) | (211,481 | ) | ||||
Disposal of property and
equipment
|
- | |||||||
Purchase of real
estate
|
(626,179 | ) | (1,104,757 | ) | ||||
Sale of real
estate
|
542,500 | 15,000 | ||||||
Net
cash used in investing activities
|
(1,932,687 | ) | (3,882,467 | ) | ||||
Cash flows from financing
activities:
|
||||||||
Annuity contract
receipts
|
2,267,572 | 1,896,861 | ||||||
Annuity contract
withdrawals
|
(3,320,898 | ) | (4,483,827 | ) | ||||
Stock options
granted
|
202,511 | - | ||||||
Sale of treasury
stock
|
126,863 | 17,463 | ||||||
Repayment of bank loans on notes
and contracts
|
(428,407 | ) | (9,883,726 | ) | ||||
Proceeds from borrowing on bank
loans
|
2,031,953 | 2,548,060 | ||||||
Net
cash used in financing activities
|
879,594 | (9,905,169 | ) | |||||
Net change in cash and cash
equivalents
|
239,426 | 5,550,763 | ||||||
Cash and cash equivalents at
beginning of period
|
19,914,110 | 5,203,060 | ||||||
Cash and cash equivalents at end
of period
|
$ | 20,153,536 | $ | 10,753,823 |
Three Months Ended March
31,
|
||||||||
2009
|
2008
|
|||||||
Numerator:
|
||||||||
Net
earnings
|
$ | 3,233,010 | $ | 1,375,456 | ||||
Denominator:
|
||||||||
Basic weighted-average shares
outstanding
|
7,613,587 | 8,073,293 | ||||||
Effect of dilutive
securities:
|
||||||||
Employee stock
options
|
- | 95,624 | ||||||
Dilutive potential common
shares
|
- | 95,624 | ||||||
Diluted weighted-average shares
outstanding
|
7,613,587 | 8,168,917 | ||||||
Basic gain per
share
|
$ | 0.42 | $ | 0.17 | ||||
Diluted gain per
share
|
$ | 0.42 | $ | 0.17 |
Life
Insurance
|
Cemetery/
Mortuary
|
Mortgage
|
Reconciling
Items
|
Consolidated
|
||||||||||||||||
For the Three Months
Ended
|
||||||||||||||||||||
March 31,
2009
|
||||||||||||||||||||
Revenues
from
|
||||||||||||||||||||
external
customers
|
$ | 13,958,418 | $ | 3,181,095 | $ | 42,352,584 | -- | $ | 59,492,097 | |||||||||||
Intersegment
revenues
|
1,063,254 | 82,591 | 51,786 | (1,197,631 | ) | -- | ||||||||||||||
Segment profit
(loss)
|
||||||||||||||||||||
before
income taxes
|
(312,200 | ) | 245,561 | 5,006,542 | -- | 4,939,903 | ||||||||||||||
Identifiable
Assets
|
423,829,889 | 79,150,872 | 34,746,091 | (83,765,225 | ) | 453,961,627 | ||||||||||||||
For the Three Months
Ended
|
||||||||||||||||||||
March
31, 2008
|
||||||||||||||||||||
Revenues
from
|
||||||||||||||||||||
external
customers
|
$ | 12,829,392 | $ | 3,867,872 | $ | 36,524,236 | $ | - | $ | 53,221,500 | ||||||||||
Intersegment
revenues
|
1,627,829 | 23,001 | 97,990 | (1,748,820 | ) | - | ||||||||||||||
Segment
profit
|
||||||||||||||||||||
before income
taxes
|
415,222 | 379,407 | 1,150,306 | - | 1,944,935 | |||||||||||||||
Identifiable
Assets
|
391,121,312 | 62,370,578 | 29,215,409 | (65,410,478 | ) | 417,296,821 |
·
|
Defines fair value as the price
that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement
date, and establishes a framework for measuring fair
value;
|
·
|
Establishes a three-level hierarchy
for fair value measurements based upon the transparency of inputs to the
valuation as of the measurement
date;
|
·
|
Expands disclosures about
financial instruments measured at fair
value.
|
|
a)
|
Quoted prices for similar assets or
liabilities in active
markets;
|
|
b)
|
Quoted prices for identical or
similar assets or liabilities in non-active markets;
or
|
|
c)
|
Valuation models whose inputs are
observable, directly or indirectly, for substantially the full term of the asset or
liability
|
Total
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Assets accounted for at fair value
on a recurring basis
|
||||||||||||||||
Investment in securities available
for sale
|
$ | 5,750,758 | $ | 5,750,758 | $ | - | $ | - | ||||||||
Short-term
investments
|
7,424,101 | 7,424,101 | - | - | ||||||||||||
Restricted assets of cemeteries
and mortuaries
|
1,365,450 | 1,365,450 | - | - | ||||||||||||
Cemetery perpetual care trust
investments
|
1,818,037 | 1,818,037 | - | - | ||||||||||||
Derivatives - interest rate lock
commitments
|
3,125,051 | - | - | 3,125,051 | ||||||||||||
Total assets accounted for at fair
value on a recurring basis
|
$ | 19,483,397 | $ | 16,358,346 | $ | - | $ | 3,125,051 | ||||||||
Liabilities accounted for at fair
value on a recurring basis
|
||||||||||||||||
Investment-type insurance
contracts
|
$ | (111,185,553 | ) | $ | - | $ | - | $ | (111,185,553 | ) | ||||||
Derivatives: Bank loan interest
rate swaps
|
(157,021 | ) | - | - | (157,021 | ) | ||||||||||
Total liabilities accounted for at
fair value on a recurring basis
|
$ | (111,342,574 | ) | $ | - | $ | - | $ | (111,342,574 | ) |
Investment
Type Insurance
Contracts
|
Interest Rate
Lock
Commitments
|
Bank Loan
Interest Rate
Swaps
|
||||||||||
Balance - December 31,
2008
|
$ | (112,351,916 | ) | $ | 362,231 | $ | (167,483 | ) | ||||
Total Gains
(Losses):
|
||||||||||||
Included
in earnings
|
1,166,363 | - | - | |||||||||
Included in
other comprehensive income
|
- | 2,762,820 | 10,462 | |||||||||
Balance - March 31,
2009
|
$ | (111,185,553 | ) | $ | 3,125,051 | $ | (157,021 | ) |
·
|
Failure
to deliver original documents specified by the
investor.
|
·
|
The
existence of fraud in the origination of the
loan.
|
·
|
The
loan becomes delinquent due to nonpayment during the first several months
after it is sold.
|
·
|
Early
pay-off of a loan, as defined by the
agreements.
|
·
|
Excessive
time to settle a loan.
|
·
|
Investor
declines purchase.
|
·
|
Discontinued
product and expired commitment
|
·
|
Research
reasons for rejection
|
·
|
Provide
additional documents
|
·
|
Request
investor exceptions
|
·
|
Appeal
rejection decision to purchase
committee
|
·
|
Commit
to secondary investors
|
·
|
For
loans that have an active market we use the market price on the
repurchased date.
|
·
|
For
loans where there is no market but there is a similar product, we use the
market value for the similar product on the repurchased
date.
|
·
|
For
loans where no active market exists on the repurchased date, we determine
that the unpaid principal balance best approximates the market value on
the repurchased date, after considering the fair value of the underlying
real estate collateral and estimated future cash
flows.
|
For the Three
Months
March 31, 2008
(unaudited)
|
||||
Total
revenues
|
$ | 53,913,000 | ||
Net
earnings
|
$ | 1,429,081 | ||
Net earnings per Class A
equivalent common share
|
$ | 0.18 | ||
Net earnings per Class A
equivalent common share assuming dilution
|
$ | 0.17 |
Three Months Ended March
31,
|
||||||||
2009
|
2008
|
|||||||
Balance, beginning of
quarter
|
$ | 4,780,467 | $ | 1,435,131 | ||||
Provisions for
losses
|
780,954 | 450,000 | ||||||
Charge-offs
|
- | (87,640 | ) | |||||
Balance, end of
quarter
|
$ | 5,561,421 | $ | 1,797,491 |
Three Months Ended March
31,
|
||||||||
2009
|
2008
|
|||||||
Balance, beginning of
year
|
$ | 2,775,452 | $ | 2,356,309 | ||||
Provisions for
losses
|
5,384,564 | 1,701,957 | ||||||
Charge-offs
|
(2,823,004 | ) | (752,519 | ) | ||||
Balance, at March
31,
|
$ | 5,337,012 | $ | 3,305,747 |
Fair Value of Derivative
Instruments
|
||||||||||||||||||||||||||
Asset
Derivatives
|
Liability
Derivatives
|
|||||||||||||||||||||||||
March 31,
2009
|
December 31,
2008
|
March 31,
2009
|
December 31,
2008
|
|||||||||||||||||||||||
Balance
Sheet
Location
|
Fair
Value
|
Balance
Sheet
Location
|
Fair Value
|
Balance
Sheet
Location
|
Fair Value
|
Balance
Sheet
Location
|
Fair Value
|
|||||||||||||||||||
Derivatives designated as hedging instruments under Statement
133
|
||||||||||||||||||||||||||
Interest rate
lock commitments
|
other
assets
|
$ | 3,454,321 |
other
assets
|
$ | 2,372,452 |
other
liabilities
|
$ | 329,270 |
other
liabilities
|
$ | 2,010,221 | ||||||||||||||
Interest rate
swaps
|
-- | -- | -- | -- |
Bank loans
payable
|
$ | 157,021 |
Bank loans
payable
|
$ | 167,483 | ||||||||||||||||
Total
|
$ | 3,454,321 | $ | 2,372,452 | $ | 486,291 | $ | 2,177,704 |
Gross Amount Gain (Loss)
Recognized in OCI
|
||||||||
Three months ended March
31,
|
||||||||
2009
|
2008
|
|||||||
Derivatives in Statement 133 -
Cash Flow Hedging Relationships
|
||||||||
Interest Rate
Lock Commitments
|
$ | 2,762,820 | $ | 3,068,244 | ||||
Interest Rate
Swaps
|
$ | 10,462 | $ | (99,498 | ) | |||
Total
|
$ | 2,773,282 | $ | 2,968,746 |
·
|
Failure
to deliver original documents specified by the
investor.
|
·
|
The
existence of fraud in the origination of the
loan.
|
·
|
The
loan becomes delinquent due to nonpayment during the first several months
after it is sold.
|
·
|
Early
pay-off of a loan, as defined by the
agreements.
|
·
|
Excessive
time to settle a loan.
|
·
|
Investor
declines purchase.
|
·
|
Discontinued
product and expired commitment
|
·
|
Research
reasons for rejection
|
·
|
Provide
additional documents
|
·
|
Request
investor exceptions
|
·
|
Appeal
rejection decision to purchase
committee
|
·
|
Commit
to secondary investors
|
·
|
For
loans that have an active market, we use the market price on the
repurchased date.
|
·
|
For
loans where there is no market but there is a similar product, we use the
market value for the similar product on the repurchased
date.
|
·
|
For
loans where no active market exists on the repurchased date, we determine
that the unpaid principal balance best approximates the market value on
the repurchased date, after considering the fair value of the underlying
real estate collateral and estimated future cash
flows.
|
·
|
Defines fair value as the price
that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement
date, and establishes a framework for measuring fair
value;
|
·
|
Establishes a three-level hierarchy
for fair value measurements based upon the transparency of inputs to the
valuation as of the measurement
date;
|
·
|
Expands disclosures about
financial instruments measured at fair
value.
|
|
a)
|
Quoted prices for similar assets or
liabilities in active
markets;
|
|
b)
|
Quoted prices for identical or
similar assets or liabilities in non-active markets;
or
|
|
c)
|
Valuation models whose inputs are
observable, directly or indirectly, for substantially the full term of the asset or
liability.
|
Total
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
Significant
Observable
Inputs (Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Assets accounted for at fair value
on a recurring
basis
|
||||||||||||||||
Investment in securities available
for sale
|
$ | 5,750,758 | $ | 5,750,758 | $ | - | $ | - | ||||||||
Short-term
investments
|
7,424,101 | 7,424,101 | - | - | ||||||||||||
Restricted assets of cemeteries
and mortuaries
|
1,365,450 | 1,365,450 | - | - | ||||||||||||
Cemetery perpetual care trust
investments
|
1,818,037 | 1,818,037 | - | - | ||||||||||||
Derivatives - interest rate lock
commitments
|
3,125,051 | - | - | 3,125,051 | ||||||||||||
Total assets accounted for at fair
value on a recurring basis
|
$ | 19,483,397 | $ | 16,358,346 | $ | - | $ | 3,125,051 | ||||||||
Liabilities accounted for
at fair value on a recurring
basis
|
||||||||||||||||
Investment-type insurance
contracts
|
$ | (111,185,553 | ) | $ | - | $ | - | $ | (111,185,553 | ) | ||||||
Derivatives: Bank loan interest
rate swaps
|
(157,021 | ) | - | - | (157,021 | ) | ||||||||||
Total liabilities accounted for at
fair value on a recurring basis
|
$ | (111,342,574 | ) | $ | - | $ | - | $ | (111,342,574 | ) |
Investment
Type Insurance
Contracts
|
Interest Rate
Lock
Commitments
|
Bank Loan
Interest Rate
Swaps
|
||||||||||
Balance - December 31,
2008
|
$ | (112,351,916 | ) | $ | 362,231 | $ | (167,483 | ) | ||||
Total Gains
(Losses):
|
||||||||||||
Included in
earnings
|
1,166,363 | - | - | |||||||||
Included in other
comprehensive income
|
- | 2,762,820 | 10,462 | |||||||||
Balance - March 31,
2009
|
$ | (111,185,553 | ) | $ | 3,125,051 | $ | (157,021 | ) |
|
The
following Exhibits are filed herewith pursuant to Rule 601 of Regulation
S-K or are incorporated by reference to previous
filings.
|
|
3.1
|
Articles
of Restatement of Articles of Incorporation
(4)
|
|
3.2
|
Amended
Bylaws (6)
|
|
4.1
|
Specimen
Class A Stock Certificate (1)
|
|
4.2
|
Specimen
Class C Stock Certificate (1)
|
|
4.3
|
Specimen
Preferred Stock Certificate and Certificate of Designation of Preferred
Stock (1)
|
|
10.1
|
Restated
and Amended Employee Stock Ownership Plan and Trust Agreement
(1)
|
|
10.2
|
2003
Stock Option Plan (5)
|
|
10.3
|
2006
Director Stock Option Plan (12)
|
|
10.4
|
Deferred
Compensation Agreement with George R. Quist
(2)
|
|
10.5
|
Deferred
Compensation Plan (3)
|
|
10.6
|
Employment
agreement with J. Lynn Beckstead, Jr.
(7)
|
|
10.7
|
Employment
agreement with Scott M. Quist (8)
|
|
10.8
|
Agreement
and Plan of Complete Liquidation of Southern Security Life Insurance
Company into Security National Life Insurance Company
(9)
|
|
10.9
|
Assignment
between Southern Security Life Insurance Company and Security National
Life Insurance Company (9)
|
|
10.10
|
Assignment
between Southern Security Life Insurance Company and Security National
Life Insurance Company (10)
|
|
10.11
|
Unit
Purchase Agreement among Security National Financial Corporation, C &
J Financial, LLC, Henry Culp, Jr., and Culp Industries Inc.
(11)
|
|
10.12
|
Consulting
Agreement with Henry Culp, Jr.,
(11)
|
|
10.13
|
Employment
Agreement with Kevin O. Smith (11)
|
|
10.14
|
Non-Competition
and Confidentiality Agreement with Henry Culp, Jr.
(11)
|
|
10.15
|
Stock
Purchase Agreement among Security National Life Insurance Company, Capital
Reserve Life Insurance Company, and the shareholders of Capital Reserve
Life Insurance Company (12)
|
|
10.16
|
Indemnification
Agreement among Security National Life Insurance Company, Capital Reserve
Life Insurance Company, and the shareholders of Capital Reserve Life
Insurance Company (13)
|
|
10.17
|
Escrow
Agreement among Security National Insurance Company, Capital Reserve Life
Insurance Company, the shareholders of Capital Reserve Life Insurance
Company, and Mackey Price Thompson & Ostler as Escrow Agent
(13)
|
|
10.18
|
Reinsurance
Agreement between Security National Life Insurance Company and Capital
Reserve Life Insurance Company (13)
|
|
10.19
|
Stock
Purchase Agreement among Security National Life Insurance Company,
Southern Security Life Insurance Company, and the shareholders of Southern
Security Life Insurance Company
(14)
|
|
10.20
|
Reinsurance
Agreement among Security National Life Insurance Company, Southern
Security Life Insurance Company, and the shareholders of Southern Security
Life Insurance Company (15)
|
|
10.21
|
Escrow
Agreement among Security National Life Insurance Company, Southern
Security Life Insurance Company, the shareholders of Southern Security
Life Insurance Company, and Mackey Price Thompson & Ostler, as escrow
agent (16)
|
|
10.22
|
Indemnification
Agreement among SecurityNational Mortgage Company, Lehman Brothers Bank,
and Aurora Loan Services, LLC (17)
|
|
10.23
|
Subsidiaries
of the Registrant
|
|
31.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as enacted by Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as enacted by Section 302 of the
Sarbanes-Oxley Act of 2002
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
|
32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Dated:
May 15, 2009
|
/s/ George R.
Quist
|
|
George
R. Quist
|
||
Chairman
of the Board and Chief Executive Officer
|
||
(Principal
Executive Officer)
|
||
Dated:
May 15, 2009
|
/s/ Stephen M.
Sill
|
|
Stephen
M. Sill
|
||
Vice
President, Treasurer and Chief Financial Officer
|
||
(Principal
Financial Officer and Principal Accounting Officer)
|
||
Dated: May 15, 2009
|
/s/ George R.
Quist
|
|
George R.
Quist
|
||
Chairman of the
Board and Chief Executive Officer
|
Dated: May 15, 2009
|
/s/ Stephen M.
Sill
|
|
Stephen M.
Sill
|
||
Vice President,
Treasurer 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, as amended;
and
|
|
(2)
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
Dated: May 15, 2009
|
/s/ George R.
Quist
|
|
George R.
Quist
|
||
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, as amended;
and
|
|
(2)
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
Dated:
May 15, 2009
|
/s/ Stephen M.
Sill
|
|
Stephen M.
Sill
|
||
Vice President,
Treasurer and Chief Financial
Officer
|