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
|
8,296,604
|
|
Title
of Class
|
Number
of Shares Outstanding as of
|
|
August
12, 2009
|
||
Class
C Common Stock, $.20 par value
|
8,789,596
|
|
Title
of Class
|
Number
of Shares Outstanding as of
|
|
August
12, 2009
|
PART
I - FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements
|
Page
No.
|
Condensed
Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008
(unaudited)
|
3-4
|
|
Condensed
Consolidated Statements of Earnings for the Three and Six Months Ended
June 30, 2009 and 2008 (unaudited)
|
5
|
|
Condensed
Consolidated Statements of Cash Flows for the Six Months Ended June 30,
2009 and 2008 (unaudited)
|
6
|
|
Notes
to Condensed Consolidated Financial Statements (unaudited)
|
7-22
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
23-32
|
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
32
|
Item
4.
|
Controls
and Procedures
|
32
|
PART
II - OTHER INFORMATION
|
||
Other
Information
|
33-39
|
|
Signature
Page
|
40
|
|
Certifications
|
41-44
|
June
30, 2009
|
December
31, 2008
|
|||||||
Investments:
|
||||||||
Fixed
maturity securities, held to maturity, at amortized cost
|
$ | 116,084,872 | $ | 125,346,194 | ||||
Fixed
maturity securities, available for sale, at estimated fair
value
|
1,176,709 | 1,236,562 | ||||||
Equity
securities, available for sale, at estimated fair value
|
5,465,657 | 4,617,675 | ||||||
Mortgage
loans on real estate and construction loans, held for investment net of
allowances for losses of $5,621,573 and $4,780,467 for 2009 and 2008,
respectively.
|
113,564,164 | 124,592,678 | ||||||
Real
estate, net of accumulated depreciation
|
39,203,342 | 22,417,639 | ||||||
Policy,
student and other loans net, of allowances for doubtful
accounts
|
15,920,093 | 18,493,751 | ||||||
Short-term
investments
|
6,225,891 | 5,282,986 | ||||||
Accrued
investment income
|
2,084,600 | 2,245,201 | ||||||
Total
investments
|
299,725,328 | 304,232,686 | ||||||
Cash
and cash equivalents
|
45,330,815 | 19,914,110 | ||||||
Mortgage
loans sold to investors
|
23,443,840 | 19,885,994 | ||||||
Receivables,
net
|
11,391,167 | 13,135,080 | ||||||
Restricted
assets of cemeteries and mortuaries
|
2,462,196 | 4,077,076 | ||||||
Cemetery
perpetual care trust investments
|
1,924,592 | 1,840,119 | ||||||
Receivable
from reinsurers
|
5,877,778 | 5,823,379 | ||||||
Cemetery
land and improvements
|
10,601,156 | 10,626,296 | ||||||
Deferred
policy and pre-need contract acquisition costs
|
33,147,383 | 32,424,512 | ||||||
Property
and equipment, net
|
13,424,092 | 14,049,232 | ||||||
Value
of business acquired
|
10,709,696 | 11,377,276 | ||||||
Goodwill
|
1,075,039 | 1,075,039 | ||||||
Other
|
3,032,166 | 3,343,726 | ||||||
Total
Assets
|
$ | 462,145,248 | $ | 441,804,525 |
June
30, 2009
|
December
31, 2008
|
|||||||
Liabilities
and Stockholders' Equity
|
||||||||
Liabilities
|
||||||||
Future
life, annuity, and other benefits
|
$ | 330,991,633 | $ | 325,668,454 | ||||
Unearned
premium reserve
|
4,808,867 | 4,863,919 | ||||||
Bank
loans payable
|
7,378,115 | 6,138,202 | ||||||
Notes
and contracts payable
|
340,199 | 501,778 | ||||||
Deferred
pre-need cemetery and mortuary contract revenues
|
13,345,380 | 13,467,132 | ||||||
Cemetery
perpetual care obligation
|
2,715,534 | 2,647,984 | ||||||
Accounts
payable
|
2,220,271 | 1,941,777 | ||||||
Other
liabilities and accrued expenses
|
20,175,233 | 17,688,756 | ||||||
Income
taxes
|
18,249,789 | 14,974,244 | ||||||
Total
liabilities
|
400,225,021 | 387,892,246 | ||||||
Stockholders'
Equity
|
||||||||
Common
Stock:
|
||||||||
Class
A: common stock - $2.00 par value; 20,000,000 shares authorized; issued
8,295,238 shares in 2009 and 8,284,109 shares in 2008
|
16,590,476 | 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 8,803,257 shares in 2009 and 8,912,315 in
2008
|
1,760,651 | 1,782,463 | ||||||
Additional
paid-in capital
|
18,239,831 | 17,985,848 | ||||||
Accumulated
other comprehensive income and other items, net of taxes
|
1,556,468 | 417,101 | ||||||
Retained
earnings
|
27,346,263 | 21,023,179 | ||||||
Treasury
stock at cost; 1,455,511 Class A shares in 2009 and 1,598,568 Class A
shares in 2008
|
(3,573,462 | ) | (3,864,530 | ) | ||||
Total
stockholders' equity
|
61,920,227 | 53,912,279 | ||||||
Total
Liabilities and Stockholders' Equity
|
$ | 462,145,248 | $ | 441,804,525 |
Three
Months Ended June 30,
|
Six
Months ended June 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Revenues:
|
||||||||||||||||
Insurance
premiums and other considerations
|
$ | 9,309,971 | $ | 9,114,934 | $ | 19,093,689 | $ | 17,850,532 | ||||||||
Net
investment income
|
5,255,832 | 7,548,332 | 11,303,834 | 14,752,582 | ||||||||||||
Net
mortuary and cemetery sales
|
3,402,250 | 3,391,243 | 6,373,246 | 6,981,238 | ||||||||||||
Realized
gains on investments and other assets
|
226,723 | 17,252 | 292,769 | 40,169 | ||||||||||||
Mortgage
fee income
|
39,545,590 | 40,106,305 | 79,799,784 | 73,595,595 | ||||||||||||
Other
|
269,566 | 224,129 | 638,707 | 403,579 | ||||||||||||
Total
revenues
|
58,009,932 | 60,402,195 | 117,502,029 | 113,623,695 | ||||||||||||
Benefits
and expenses:
|
||||||||||||||||
Death
benefits
|
4,876,923 | 4,341,123 | 9,409,148 | 9,137,986 | ||||||||||||
Surrenders
and other policy benefits
|
360,905 | 350,874 | 875,910 | 972,145 | ||||||||||||
Increase
in future policy benefits
|
3,240,931 | 3,686,400 | 7,022,183 | 6,763,257 | ||||||||||||
Amortization
of deferred policy and pre-need acquisition costs and value of business
acquired
|
1,694,015 | 1,264,612 | 3,679,320 | 2,412,983 | ||||||||||||
Selling
general and administrative expenses:
|
||||||||||||||||
Commissions
|
20,778,365 | 26,926,585 | 41,446,178 | 49,662,971 | ||||||||||||
Salaries
|
6,740,660 | 6,649,609 | 13,626,477 | 12,915,438 | ||||||||||||
Provision
for loan losses
|
4,269,104 | 2,876,452 | 10,434,622 | 5,028,409 | ||||||||||||
Other
|
10,280,145 | 8,638,618 | 18,592,324 | 16,249,351 | ||||||||||||
Interest
expense
|
662,867 | 1,952,591 | 1,762,994 | 4,144,076 | ||||||||||||
Cost
of goods and services sold-mortuaries and cemeteries
|
621,648 | 628,083 | 1,228,601 | 1,304,896 | ||||||||||||
Total
benefits and expenses
|
53,525,563 | 57,314,947 | 108,077,757 | 108,591,512 | ||||||||||||
Earning
before income taxes
|
4,484,369 | 3,087,248 | 9,424,272 | 5,032,183 | ||||||||||||
Income
tax expense
|
(1,393,980 | ) | (986,615 | ) | (3,100,873 | ) | (1,556,094 | ) | ||||||||
Net
earnings
|
$ | 3,090,389 | $ | 2,100,633 | $ | 6,323,399 | $ | 3,476,089 | ||||||||
Net
earnings per Class A Equivalent common share (1)
|
$ | 0.40 | $ | 0.26 | $ | 0.82 | $ | 0.43 | ||||||||
Net
earnings per Class A Equivalent common share-assuming dilution
(1)
|
$ | 0.40 | $ | 0.26 | $ | 0.82 | $ | 0.43 | ||||||||
Weighted-average
Class A equivalent common share outstanding (1)
|
7,696,838 | 8,095,864 | 7,666,819 | 8,089,582 | ||||||||||||
Weighted-average
Class A equivalent common shares outstanding assuming-dilution
(1)
|
7,696,838 | 8,171,511 | 7,666,819 | 8,176,668 |
Six
Months Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
cash provided by operating activities
|
$ | 22,049,881 | $ | 69,217,329 | ||||
Cash
flows from investing activities:
|
||||||||
Securities
held to maturity:
|
||||||||
Purchase-fixed
maturity securities
|
(6,081,944 | ) | (2,174,222 | ) | ||||
Calls
and maturities - fixed maturity securities
|
15,414,024 | 15,027,422 | ||||||
Securities
available for sale:
|
||||||||
Purchase
of equity securities
|
(1,400,080 | ) | (14,699 | ) | ||||
Sales-equity
securities
|
826,586 | 605,059 | ||||||
Purchase
of short-term investments
|
(14,296,660 | ) | (21,403,313 | ) | ||||
Proceeds
from sale of short-term investments
|
13,353,755 | 17,838,341 | ||||||
Sales
(Purchase) of restricted assets
|
1,639,358 | (203,619 | ) | |||||
Changes
in assets for perpetual care trusts
|
(115,980 | ) | (107,256 | ) | ||||
Amount
received for perpetual care trusts
|
67,550 | 68,531 | ||||||
Mortgage,
policy, and other loans made
|
(12,141,761 | ) | (68,267,113 | ) | ||||
Payments
received for mortgage, policy and other loans
|
8,200,013 | 23,154,837 | ||||||
Purchase
of property and equipment
|
(365,552 | ) | (737,074 | ) | ||||
Disposal
of property and equipment
|
845 | 81,352 | ||||||
Purchase
of real estate
|
(3,178,555 | ) | (3,682,210 | ) | ||||
Sale
of real estate
|
2,620,953 | 446,596 | ||||||
Net
cash (used in) provided by investing activities
|
4,542,552 | (39,367,368 | ) | |||||
Cash
flows from financing activities:
|
||||||||
Annuity
contract receipts
|
4,565,274 | 6,627,935 | ||||||
Annuity
contract withdrawals
|
(7,130,158 | ) | (10,812,757 | ) | ||||
Sale
of treasury stock
|
253,571 | 23,376 | ||||||
Repayment
of bank loans on notes and contracts
|
(896,367 | ) | (10,447,759 | ) | ||||
Proceeds
from borrowing on bank loans
|
2,031,952 | 2,548,060 | ||||||
Net
cash used in financing activities
|
(1,175,728 | ) | (12,061,145 | ) | ||||
Net
change in cash and cash equivalents
|
25,416,705 | 17,788,816 | ||||||
Cash
and cash equivalents at beginning of period
|
19,914,110 | 5,203,060 | ||||||
Cash
and cash equivalents at end of period
|
$ | 45,330,815 | $ | 22,991,876 | ||||
Non
Cash Investing and Financing Activities
|
||||||||
Mortgage
loans sold to investors reclassified as mortgage loans on real estate and
construction loans, held for investment
|
$ | 16,616,672 | $ | 36,290,744 |
Three
Months Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
Numerator:
|
||||||||
Net
earnings
|
$ | 3,090,389 | $ | 2,100,633 | ||||
Denominator:
|
||||||||
Basic
weighted-average shares outstanding
|
7,696,838 | 8,095,864 | ||||||
Effect
of dilutive securities:
|
||||||||
Employee
stock options
|
- | 75,647 | ||||||
Dilutive
potential common shares
|
- | 75,647 | ||||||
Diluted
weighted-average shares outstanding
|
7,696,838 | 8,171,511 | ||||||
Basic
gain per share
|
$ | 0.40 | $ | 0.26 | ||||
Diluted
gain per share
|
$ | 0.40 | $ | 0.26 | ||||
Six
Months Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
Numerator:
|
||||||||
Net
earnings
|
$ | 6,323,399 | $ | 3,476,089 | ||||
Denominator:
|
||||||||
Basic
weighted-average shares outstanding
|
7,666,819 | 8,089,582 | ||||||
Effect
of dilutive securities:
|
||||||||
Employee
stock options
|
- | 87,086 | ||||||
Dilutive
potential common shares
|
- | 87,086 | ||||||
Diluted
weighted-average shares outstanding
|
7,666,819 | 8,176,668 | ||||||
Basic
gain per share
|
$ | 0.82 | $ | 0.43 | ||||
Diluted
gain per share
|
$ | 0.82 | $ | 0.43 |
Life
Insurance
|
Cemetery/
Mortuary
|
Mortgage
|
Reconciling
Items
|
Consolidated
|
||||||||||||||||
For
the Three Months Ended
|
||||||||||||||||||||
June 30,
2009
|
||||||||||||||||||||
Revenues
from
|
||||||||||||||||||||
external
customers
|
$ | 13,218,812 | $ | 3,803,062 | $ | 40,988,058 | $ | - | $ | 58,009,932 | ||||||||||
Intersegment
revenues
|
1,366,732 | 95,303 | 50,810 | (1,512,845 | ) | - | ||||||||||||||
Segment
profit (loss)
|
||||||||||||||||||||
before
income taxes
|
363,661 | 151,353 | 3,969,355 | - | 4,484,369 | |||||||||||||||
For
the Three Months Ended
|
||||||||||||||||||||
June 30,
2008
|
||||||||||||||||||||
Revenues
from
|
||||||||||||||||||||
external
customers
|
$ | 13,115,350 | $ | 3,724,913 | $ | 43,561,932 | $ | - | $ | 60,402,195 | ||||||||||
Intersegment
revenues
|
1,349,995 | 23,001 | 91,197 | (1,464,193 | ) | - | ||||||||||||||
Segment
profit
|
||||||||||||||||||||
before
income taxes
|
547,131 | (15,299 | ) | 2,555,416 | - | 3,087,248 | ||||||||||||||
For
the Six Months Ended
|
||||||||||||||||||||
June 30,
2009
|
||||||||||||||||||||
Revenues
from
|
||||||||||||||||||||
external
customers
|
$ | 27,177,230 | $ | 6,984,157 | $ | 83,340,642 | $ | - | $ | 117,502,029 | ||||||||||
Intersegment
revenues
|
2,429,986 | 177,894 | 102,596 | (2,710,476 | ) | - | ||||||||||||||
Segment
profit (loss)
|
||||||||||||||||||||
before
income taxes
|
51,461 | 396,914 | 8,975,897 | - | 9,424,272 | |||||||||||||||
Identifiable
Assets
|
425,588,966 | 87,315,916 | 39,402,323 | (90,161,957 | ) | 462,145,248 | ||||||||||||||
For
the Six Months Ended
|
||||||||||||||||||||
June 30,
2008
|
||||||||||||||||||||
Revenues
from
|
||||||||||||||||||||
external
customers
|
$ | 25,944,742 | $ | 7,592,785 | $ | 80,086,168 | $ | - | $ | 113,623,695 | ||||||||||
Intersegment
revenues
|
2,977,824 | 46,002 | 189,187 | (3,213,013 | ) | - | ||||||||||||||
Segment
profit
|
||||||||||||||||||||
before
income taxes
|
962,353 | 364,108 | 3,705,722 | - | 5,032,183 | |||||||||||||||
Identifiable
Assets
|
393,089,113 | 63,266,862 | 27,116,283 | (65,849,015 | ) | 417,623,243 |
|
·
|
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
|
$ | 6,642,366 | $ | 6,642,366 | $ | - | $ | - | ||||||||
Short-term
investments
|
6,225,891 | 6,225,891 | - | - | ||||||||||||
Restricted
assets of cemeteries and mortuaries
|
1,580,839 | 1,580,839 | - | - | ||||||||||||
Cemetery
perpetual care trust investments
|
1,924,592 | 1,924,592 | - | - | ||||||||||||
Derivatives
- interest rate lock commitments
|
2,025,206 | - | - | 2,025,206 | ||||||||||||
Total
assets accounted for at fair value on a recurring basis
|
$ | 18,398,894 | $ | 16,373,688 | $ | - | $ | 2,025,206 | ||||||||
Liabilities
accounted for at fair value on a recurring
basis
|
||||||||||||||||
Investment-type
insurance contracts
|
$ | (110,738,686 | ) | $ | - | $ | - | $ | (110,738,686 | ) | ||||||
Derivatives:
Bank loan interest rate swaps
|
(110,232 | ) | - | - | (110,232 | ) | ||||||||||
Total
liabilities accounted for at fair value on a recurring
basis
|
$ | (110,848,918 | ) | $ | - | $ | - | $ | (110,848,918 | ) |
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
|
1,613,230 | - | - | |||||||||
Included
in other
|
||||||||||||
comprehensive
income
|
1,662,975 | 57,251 | ||||||||||
Balance
- June 30, 2009
|
$ | (110,738,686 | ) | $ | 2,025,206 | $ | (110,232 | ) |
|
·
|
Failure
to deliver original documents specified by the
investor.
|
|
·
|
The
existence of misrepresentation or 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
June
30, 2008
(unaudited)
|
For
the Six Months
June
30, 2008
(unaudited)
|
|||||||
Total
revenues
|
$ | 61,094,000 | $ | 115,007,000 | ||||
Net
earnings
|
$ | 2,154,000 | $ | 3,583,000 | ||||
Net
earnings per Class A equivalent common share
|
$ | 0.27 | $ | 0.44 | ||||
Net
earnings per Class A equivalent common share assuming
dilution
|
$ | 0.27 | $ | 0.44 |
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Balance,
beginning of period
|
$ | 5,561,421 | $ | 1,797,491 | $ | 4,780,467 | $ | 1,435,131 | ||||||||
Provisions
for losses
|
61,383 | 1,270,125 | 842,337 | 1,720,125 | ||||||||||||
Charge-offs
|
(1,231 | ) | (121,307 | ) | (1,231 | ) | (208,947 | ) | ||||||||
Balance,
June 30, 2009
|
$ | 5,621,573 | $ | 2,946,309 | $ | 5,621,573 | $ | 2,946,309 |
Three
Months Ended June 30, 2009
|
Six
Months Ended June 30, 2009
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Balance,
beginning of period
|
$ | 5,337,012 | $ | 3,305,746 | $ | 2,775,452 | $ | 2,356,309 | ||||||||
Provisions
for losses
|
5,052,577 | 1,782,763 | 9,792,284 | 3,308,283 | ||||||||||||
Charge-offs
|
(2,556,456 | ) | (2,921,176 | ) | (4,734,603 | ) | (3,497,259 | ) | ||||||||
Balance,
at June 30, 2009
|
$ | 7,833,133 | $ | 2,167,333 | $ | 7,833,133 | $ | 2,167,333 |
Fair
Value of Derivative Instruments
|
||||||||||||||||||||||||||
Asset
Derivatives
|
Liability
Derivatives
|
|||||||||||||||||||||||||
June
30, 2009
|
December
31, 2008
|
June
30, 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
|
$ | 2,128,285 |
other
assets
|
$ | 2,372,452 |
other
liabilities
|
$ | 103,079 |
other
liabilities
|
$ | 2,010,221 | ||||||||||||||
Interest
rate swaps
|
-- | -- | -- | -- |
Bank
loans payable
|
110,231 |
Bank
loans payable
|
167,483 | ||||||||||||||||||
Total
|
$ | 2,128,285 | $ | 2,372,452 | $ | 213,310 | $ | 2,177,704 |
Gross
Amount Gain (Loss) Recognized in OCI
|
||||||||
Three
months ended June 30,
|
||||||||
Derivatives
in Statement 133 - Cash Flow Hedging Relationships
|
2009
|
2008
|
||||||
Interest
Rate Lock Commitments
|
$ | (1,099,845 | ) | $ | (1,343,958 | ) | ||
Interest
Rate Swaps
|
46,789 | 80,390 | ||||||
Total
|
$ | (1,053,056 | ) | $ | (1,263,568 | ) | ||
Six
months ended June 30,
|
||||||||
2009
|
2008
|
|||||||
Interest
Rate Lock Commitments
|
$ | 1,662,975 | $ | 1,724,286 | ||||
Interest
Rate Swaps
|
57,251 | (19,108 | ) | |||||
Total
|
$ | 1,720,226 | $ | 1,705,178 |
|
·
|
Failure
to deliver original documents specified by the
investor.
|
|
·
|
The
existence of misrepresentation or 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
|
$ | 6,642,366 | $ | 6,642,366 | $ | - | $ | - | ||||||||
Short-term
investments
|
6,225,891 | 6,225,891 | - | - | ||||||||||||
Restricted
assets of cemeteries and mortuaries
|
1,580,839 | 1,580,839 | - | |||||||||||||
Cemetery
perpetual care trust investments
|
1,924,592 | 1,924,592 | - | - | ||||||||||||
Derivatives
- interest rate lock commitments
|
2,025,206 | - | - | 2,025,206 | ||||||||||||
Total
assets accounted for at fair value on a
recurring basis
|
$ | 18,398,894 | $ | 16,373,688 | $ | - | $ | 2,025,206 | ||||||||
Liabilities
accounted for at fair value on a recurring basis
|
||||||||||||||||
Investment-type
insurance contracts
|
$ | (110,738,686 | ) | $ | - | $ | - | $ | (110,738,686 | ) | ||||||
Dervatives:
Bank loan interest rate swaps
|
(110,232 | ) | - | - | (110,232 | ) | ||||||||||
Total
liabilities accounted for at fair value on a recurring
basis
|
$ | (110,848,918 | ) | $ | - | $ | - | $ | (110,848,918 | ) |
InvestmentType
Insurance
Contracts
|
Interest
Rate
Lock
Commitments
|
Bank
Loan
Interest
Rate Swaps
|
||||||||||
Balance
- December 31, 2008
|
$ | (112,351,916 | ) | $ | 362,231 | $ | (167,483 | ) | ||||
Total
Losses:
|
||||||||||||
Included
in earnings
|
1,613,230 | - | - | |||||||||
Included
in other comprehensive income
|
- | 1,662,975 | 57,251 | |||||||||
Balance
- June 30, 2009
|
$ | (110,738,686 | ) | $ | 2,025,206 | $ | (110,232 | ) |
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
|
Unit
Purchase Agreement among Security National Financial Corporation, C &
J Financial, LLC, Henry Culp, Jr., and Culp Industries Inc.
(9)
|
|
10.9
|
Consulting
Agreement with Henry Culp, Jr., (9)
|
|
10.10
|
Employment
Agreement with Kevin O. Smith (9)
|
|
10.11
|
Non-Competition
and Confidentiality Agreement with Henry Culp, Jr. (9)
|
|
10.12
|
Stock
Purchase Agreement among Security National Life Insurance Company, Capital
Reserve Life Insurance Company, and the shareholders of Capital Reserve
Life Insurance Company (10)
|
10.13
|
Indemnification
Agreement among Security National Life Insurance Company, Capital Reserve
Life Insurance Company, and the shareholders of Capital Reserve Life
Insurance Company (11)
|
|
10.14
|
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
(11)
|
|
10.15
|
Reinsurance
Agreement between Security National Life Insurance Company and Capital
Reserve Life Insurance Company (11)
|
|
10.16
|
Stock
Purchase Agreement among Security National Life Insurance Company,
Southern Security Life Insurance Company, and the shareholders of Southern
Security Life Insurance Company (12)
|
|
10.17
|
Reinsurance
Agreement among Security National Life Insurance Company, Southern
Security Life Insurance Company, and the shareholders of Southern Security
Life Insurance Company (13)
|
|
10.18
|
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 (14)
|
|
10.19
|
Indemnification
Agreement among SecurityNational Mortgage Company, Lehman Brothers Bank,
and Aurora Loan Services, LLC (15)
|
|
10.20
|
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
|
(1)
|
Incorporated
by reference from Registration Statement on Form S-1, as filed on
September 29, 1987
|
|
(2)
|
Incorporated
by reference from Annual Report on Form 10-K, as filed on March 31,
1989
|
|
(3)
|
Incorporated
by reference from Annual Report on Form 10-K, as filed on April 3,
2002
|
|
(4)
|
Incorporated
by reference from Report on Form 8-K/A as filed on January 8,
2003
|
|
(5)
|
Incorporated
by reference from Schedule 14A Definitive Proxy Statement, Filed on
September 5, 2003, relating to the Company’s Annual Meeting of
Shareholders
|
|
(6)
|
Incorporated
by reference from Report on Form 10-Q, as filed on November 14,
2003
|
|
(7)
|
Incorporated
by reference from Report on Form 10-K, as filed on March 30,
2004
|
|
(8)
|
Incorporated
by reference from Report on Form 10-Q, as filed on August 13,
2004
|
|
(9)
|
Incorporated
by reference from Report on Form 8-K, as filed on August 8,
2007
|
|
(10)
|
Incorporated
by reference from Report on Form 8-K, as filed on November 2,
2007
|
|
(11)
|
Incorporated
by reference from Report on Form 8-K, as filed on January 14,
2008
|
|
(12)
|
Incorporated
by reference from Report on Form 8-K, as filed on August 25,
2008
|
|
(13)
|
Incorporated
by reference from Report on Form 8-K/A, as filed on September 17,
2008
|
|
(14)
|
Incorporated
by reference from Report on Form 8-K, as filed on January 7,
2009
|
|
(15)
|
Incorporated
by reference from Report on Form 10-K, as filed on March 31,
2009
|
Dated:
August 14, 2009
|
/s/ George R.
Quist
|
|
George
R. Quist
|
||
Chairman
of the Board and Chief Executive Officer
|
||
(Principal
Executive Officer)
|
||
Dated:
August 14, 2009
|
/s/ Stephen M.
Sill
|
|
Stephen
M. Sill
|
||
Vice
President, Treasurer and Chief Financial Officer
|
||
(Principal
Financial Officer and Principal Accounting Officer)
|
||
Dated:
August 14, 2009
|
/s/ George R.
Quist
|
George R.
Quist
|
|
Chairman of the
Board and Chief Executive Officer
|
|
(Principal
Executive Officer)
|
|
Dated:
August 14, 2009
|
/s/ Stephen M.
Sill
|
Stephen M.
Sill
|
|
Vice President,
Treasurer and Chief Financial Officer
|
|
(Principal
Financial Officer and Principal Accounting
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:
August 14, 2009
|
/s/ George R.
Quist
|
George R.
Quist
|
|
Chairman of the
Board and Chief Executive Officer
|
|
(Principal
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:
June 30, 2009
|
/s/ Stephen M.
Sill
|
Stephen M.
Sill
|
|
Vice President,
Treasurer and Chief Financial Officer
|
|
(Principal
Financial Officer and Principal Accounting
Officer)
|