# Security National Financial Corp: Form 10-Q for the period ended Mar 31, 2020

- Company: [Security National Financial Corp](/companies/snfca.md) (CIK 318673)
- Form: 10-Q
- Filed: 2020-05-15
- Accepted by EDGAR: May 15, 2020, 15:55 ET
- Period: 2020-03-31
- Accession: 0001445866-20-000683
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/318673/000144586620000683/snfc_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/318673/000144586620000683/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2020-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2020-01-01 to 2020-03-31 | $79.6m | us-gaap:Revenues |
| Cost of revenue | 3 months, 2020-01-01 to 2020-03-31 | $842.1k | us-gaap:CostOfGoodsAndServicesSold |
| Interest expense | 3 months, 2020-01-01 to 2020-03-31 | $1.8m | us-gaap:InterestExpense |
| Income tax | 3 months, 2020-01-01 to 2020-03-31 | $49.8k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2020-01-01 to 2020-03-31 | $1.4m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2020-01-01 to 2020-03-31 | $0.08 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2020-01-01 to 2020-03-31 | $0.08 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2020-01-01 to 2020-03-31 | 18,371,352 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2020-01-01 to 2020-03-31 | −$63.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2020-01-01 to 2020-03-31 | $534.7k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2020-03-31 | $103.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2020-03-31 | $1.38bn | us-gaap:Assets |
| Total liabilities | at 2020-03-31 | $1.19bn | us-gaap:Liabilities |
| Shareholders' equity | at 2020-03-31 | $189.7m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 23,962 characters.

### Overview

The Company’s operations over the last several years generally reflect three trends or events which the Company expects to continue to focus on: (i) increased attention to “niche” insurance products, such as the Company’s funeral plan policies and traditional whole life products; (ii) emphasis on cemetery and mortuary business; and (iii) capitalizing on an improving housing market by originating mortgage loans. The Company may need to adjust its strategy temporarily to respond to the changing economic circumstances resulting from the COVID-19 Pandemic.

### Insurance Operations

The Company’s life insurance business includes funeral plans and interest-sensitive life insurance, as well as other traditional life, accident and health insurance products. The Company places specific marketing emphasis on funeral plans through pre-need planning.

A funeral plan is a small face value life insurance policy that generally has face coverage of up to $25,000. The Company believes that funeral plans represent a marketing niche that is less competitive because most insurance companies do not offer similar coverage. The purpose of the funeral plan policy is to pay the costs and expenses incurred at the time of a person’s death. On a per thousand-dollar cost of insurance basis, these policies can be more expensive to the policyholder than many types of non-burial insurance due to their low face amount, requiring the fixed cost of the policy administration to be distributed over a smaller policy size, and the simplified underwriting practices that result in higher mortality costs.

The following table shows the condensed financial results of the insurance operations for three months ended March 31, 2020 and 2019. See Note 7 to the condensed consolidated financial statements.

| Revenues from external customers | Three months ended March 31 (in thousands of dollars) 2020 | 2019 | % Increase (Decrease) |
| --- | ---: | ---: | ---: |
| Insurance premiums | $ 22,291 | $ 19,027 | 17% |
| Net investment income | 13,051 | 9,753 | 34% |
| Gains (losses) on investments and other assets | (2,545) | 1,343 | (290%) |
| Other | 408 | 382 | 7% |
| Total | $ 33,205 | $ 30,505 | 9% |
| Intersegment revenue | $ 908 | $ 895 | 1% |
| Earnings before income taxes | $ (3,069) | $ 2,085 | (247%) |

Intersegment revenues are primarily interest income from the warehouse line provided to SecurityNational Mortgage Company (“SecurityNational Mortgage”). Profitability in the three months ended March 31, 2020 has decreased due to a $3,888,000 decrease in gains on investments and other assets mostly attributable to decreases in gains on equity securities of $2,772,000 and decreases in gains on call and put option derivatives of $1,028,000. These decreases were primarily the result of decreases in the fair value of these investments due to the recent downturn of the economy caused by the COVID-19 Pandemic. Also contributing to the decrease in profitability was a $3,534,000 increase in death, surrenders and other policy benefits, a $1,287,000 increase in future policy benefits, a $326,000 increase in amortization of deferred policy acquisition costs primarily due to an increase in the average outstanding balance of deferred policy and pre-need acquisition costs, and a $2,744,000 increase in selling, general and administrative expenses. This decrease was partially offset by a $3,264,000 increase in insurance premiums and a $3,298,000 increase in net investment income. The Company acquired Kilpatrick Life Insurance Company (“Kilpatrick Life”) in December 2019. See Note 15 to the condensed consolidated financial statements. This acquisition is the primary reason for the increases in insurance premiums, net investment income, death, surrenders and other policy benefits, and selling, general and administrative expenses.

### Cemetery and Mortuary Operations

The Company sells mortuary services and products through its eight mortuaries in Utah. The Company also sells cemetery products and services through its five cemeteries in Utah and one cemetery in San Diego County, California. At-need product sales and services are recognized as revenue when the services are performed or when the products are delivered. Pre-need cemetery product sales are deferred until the merchandise is delivered and services performed. Recognition of revenue for cemetery land sales occurs when 10% of the purchase price is received.

The following table shows the condensed financial results of the cemetery and mortuary operations for the three months ended March 31, 2020 and 2019. See Note 7 to the condensed consolidated financial statements.

| Revenues from external customers | Three months ended March 31 (in thousands of dollars) 2020 | 2019 | % Increase (Decrease) |
| --- | ---: | ---: | ---: |
| Mortuary revenues | $ 1,762 | $ 1,633 | 8% |
| Cemetery revenues | 2,696 | 2,046 | 32% |
| Net investment income | 205 | 113 | 81% |
| Gains (losses) on investments and other assets | (660) | 498 | (233%) |
| Other | 11 | 69 | (84%) |
| Total | $ 4,014 | $ 4,359 | (8%) |
| Earnings before income taxes | $ 105 | $ 1,185 | (91%) |

Profitability in the three months ended March 31, 2020 has decreased due to a $1,158,000 decrease in gains on investments and other assets primarily attributable to a $821,000 decrease in the fair value of equity securities classified as restricted assets and cemetery perpetual care trust investments due to the recent downturn of the economy caused by the COVID-19 Pandemic and a decrease of $298,000 in gains on real estate sales. This decrease was partially offset by a $363,000 increase in cemetery pre-need sales, a $287,000 increase in cemetery at-need sales, a $129,000 increase in mortuary at-need sales, and a $92,000 increase in net investment income.

### Mortgage Operations

The Company’s wholly owned subsidiaries, SecurityNational Mortgage and EverLEND Mortgage Company (formerly known as Green Street Mortgage Services, Inc.), are mortgage lenders incorporated under the laws of the State of Utah and approved and regulated by the Federal Housing Administration (FHA), a department of the U.S. Department of Housing and Urban Development (HUD), which originate mortgage loans that qualify for government insurance in the event of default by the borrower, in addition to various conventional mortgage loan products. SecurityNational Mortgage and EverLEND Mortgage originate and refinance mortgage loans on a retail basis. Mortgage loans originated or refinanced by the Company’s mortgage subsidiaries are funded through loan purchase agreements with Security National Life and unaffiliated financial institutions.

The Company’s mortgage subsidiaries receive fees from borrowers that are involved in mortgage loan originations and refinancings, and secondary fees earned from third party investors that purchase the mortgage loans originated by the mortgage subsidiaries. Mortgage loans originated by the mortgage subsidiaries are generally sold with mortgage servicing rights released to third-party investors or retained by SecurityNational Mortgage. SecurityNational Mortgage currently retains the mortgage servicing rights on approximately 26% of its loan origination volume. These mortgage loans are serviced by either SecurityNational Mortgage or an approved third-party sub-servicer.

For the three months ended March 31, 2020 and 2019, SecurityNational Mortgage originated 3,067 loans ($769,309,000 total volume) and 1,953 loans ($419,493,000 total volume), respectively. For the three months ended March 31, 2020 and 2019, EverLEND Mortgage originated 86 loans ($22,885,000 total volume) and 40 loans ($9,008,000 total volume), respectively.

The following table shows the condensed financial results of the mortgage operations for the three months ended March 31, 2020 and 2019. See Note 7 to the condensed consolidated financial statements.

| Revenues from external customers | Three months ended March 31 (in thousands of dollars) 2020 | 2019 | % Increase (Decrease) |
| --- | ---: | ---: | ---: |
| Income from loan originations | $ 13,641 | $ 8,114 | 68% |
| Secondary gains from investors | 26,641 | 16,365 | 63% |
| Net investment income | 144 | 176 | (18%) |
| Gains on investments and other assets | (7) | (35) | (80%) |
| Other | 1,970 | 2,009 | (2%) |
| Total | $ 42,389 | $ 26,629 | 59% |
| Earnings before income taxes | $ 4,439 | $ (838) | 630% |

Included in other revenues is service fee income. The increase in earnings for the three months ended March 31, 2020 was due to an increase in mortgage loan originations and refinancings, and subsequent sales of mortgage loans into the secondary market.

Mortgage Loan Loss Settlements

Future mortgage loan losses can be extremely difficult to estimate. However, management believes that the Company’s reserve methodology and its current practice of property preservation allow it to estimate its potential losses on mortgage loans sold. The estimated liability for indemnification losses was included in other liabilities and accrued expenses and, as of March 31, 2020 and December 31, 2019, the balances were $3,429,000 and $4,046,000, respectively.

Mortgage Loan Loss Litigation

For a description of the litigation involving SecurityNational Mortgage and Lehman Brothers Holdings, see Part I, Item 1. Notes to Condensed Consolidated Financial Statements (unaudited) in Note 11.

### Consolidation

### Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019

Total revenues increased by $18,115,000, or 29.5%, to $79,609,000 for the three months ended March 31, 2020, from $61,494,000 for the comparable period in 2019. Contributing to this increase in total revenues was a $15,803,000 increase in mortgage fee income, a $3,359,000 increase in net investment income, a $3,264,000 increase in insurance premiums and other considerations, and a $779,000 increase in net mortuary and cemetery sales. This increase in total revenues was partially offset by a $5,019,000 decrease in gains on investments and other assets and a $71,000 decrease in other revenues.

Insurance premiums and other considerations increased by $3,264,000, or 17.2%, to $22,291,000 for the three months ended March 31, 2020, from $19,027,000 for the comparable period in 2019. This increase was primarily due to $2,911,000 from the acquisition of Kilpatrick Life in December 2019. See Note 15 to the condensed consolidated financial statements. This increase was also due to an increase in renewal premiums due to the growth of the Company in recent years, particularly in whole life products, which resulted in more premium paying business in force.

Net investment income increased by $3,359,000, or 33.4%, to $13,400,000 for the three months ended March 31, 2020, from $10,042,000 for the comparable period in 2019. This increase was primarily attributable to a $1,551,000 increase in mortgage loan interest ($580,000 due to the acquisition of Kilpatrick Life), a $1,243,000 increase in rental income from real estate held for investment ($506,000 due to the acquisition of Kilpatrick Life), a $421,000 increase in fixed maturity securities income ($471,000 due to the acquisition of Kilpatrick Life), a $146,000 increase in policy loan income ($136,000 due to the acquisition of Kilpatrick Life), a $128,000 decrease in investment expenses ($114,000 increase due to the acquisition of Kilpatrick Life), a $87,000 increase in insurance assignment income, and a $14,000 increase in equity securities income. This increase was partially offset by a $201,000 decrease in interest on cash and cash equivalents ($111,000 increase due to the acquisition of Kilpatrick Life) and a $30,000 decrease in other investment income ($25,000 increase due to the acquisition of Kilpatrick Life).

Net mortuary and cemetery sales increased by $779,000, or 21.2%, to $4,458,000 for the three months ended March 31, 2020, from $3,679,000 for the comparable period in 2019. This increase was primarily due to a $363,000 increase in cemetery pre-need sales, a $287,000 increase in cemetery at-need sales, and a $129,000 increase in mortuary at-need sales.

Gains on investments and other assets decreased by $5,019,000, or 277.8%, to losses of $3,212,000 for the three months ended March 31, 2020, from gains of $1,807,000 for the comparable period in 2019. This decrease in gains on investments and other assets was primarily due a $3,592,000 decrease in gains on equity securities ($148,000 due to the acquisition of Kilpatrick Life) mostly attributable to decreases in the fair value of these equity securities, due to the recent downturn of the economy caused by the COVID-19 Pandemic. Due to the adoption of Accounting Standards Update (“ASU”) 2016-01 on January 1, 2019, these changes in fair value are recognized in earnings instead of other comprehensive income. This decrease in gains on investments and other assets was also due to a $1,472,000 decrease in gains on other assets mostly attributable to decreases in the fair value of call and put option derivatives. This decrease in gains on investments and other assets was partially offset by a $45,000 increase in gains on fixed maturity securities ($36,000 due to the acquisition of Kilpatrick Life).

Mortgage fee income increased by $15,803,000, or 64.6%, to $40,282,000, for the three months ended March 31, 2020, from $24,479,000 for the comparable period in 2019. This increase was primarily due to a $10,277,000 increase in secondary gains from loans sold to third-party investors, a $3,641,000 increase in loan fees and interest income, and a $2,396,000 increase in the fair value of loans held for sale and loan commitments. This increase in mortgage fee income was partially offset by a $511,000 increase in the provision for loan loss reserve.

Other revenues decreased by $71,000, or 2.9%, to $2,390,000 for the three months ended March 31, 2020, from $2,461,000 for the comparable period in 2019. This decrease was primarily attributable to a decrease in servicing fee revenue.

Total benefits and expenses were $78,135,000, or 98.1% of total revenues, for the three months ended March 31, 2020, as compared to $59,062,000, or 96.0% of total revenues, for the comparable period in 2019.

Death benefits, surrenders and other policy benefits, and future policy benefits increased by an aggregate of $4,821,000 or 28.9%, to $21,516,000 for the three months ended March 31, 2020, from $16,695,000 for the comparable period in 2019. This increase was primarily the result of a $3,330,000 increase in death benefits ($2,522,000 due to the acquisition of Kilpatrick Life), a $1,287,000 increase in future policy benefits ($929,000 due to the acquisition of Kilpatrick Life) and a $204,000 increase in surrender and other policy benefits ($277,000 due to the acquisition of Kilpatrick Life).

Amortization of deferred policy and pre-need acquisition costs and value of business acquired increased by $387,000, or 12.4%, to $3,515,000 for the three months ended March 31, 2020, from $3,128,000 for the comparable period in 2019. This increase was primarily due to an increase in the average outstanding balance of deferred policy and pre-need acquisition costs and $13,000 due to the acquisition of Kilpatrick Life.

Selling, general and administrative expenses increased by $13,349,000, or 36.0%, to $50,443,000 for the three months ended March 31, 2020, from $37,094,000 for the comparable period in 2019. This increase was primarily the result of a $6,880,000 increase in commissions, a $3,689,000 increase in personnel expenses, a $2,430,000 increase in other expenses, a $601,000 increase in costs related to funding mortgage loans, and a $67,000 increase in depreciation on property and equipment. This increase was partially offset by a $290,000 decrease in rent and rent related expenses and a $28,000 decrease in advertising expenses. Most of these increases are attributable to the mortgage segment due to the increase in mortgage loan originations and refinancings, most notably $6,561,000 in commissions, $2,108,000 in personnel expenses, and $1,615,000 in other expenses. Also, these increases are attributable to the acquisition of Kilpatrick Life, most notably $953,000 in personnel expenses, $543,000 in commissions, and $618,000 in other expenses.

Interest expense increased by $327,000, or 21.9%, to $1,819,000 for the three months ended March 31, 2020, from $1,492,000 for the comparable period in 2019. This increase was primarily due to a $305,000 increase in interest expense on mortgage warehouse lines for loans held for sale.

Cost of goods and services sold-mortuaries and cemeteries increased by $189,000, or 29.8%, to $842,000 for the three months ended March 31, 2020, from $653,000 for the comparable period in 2019. This increase was primarily due to a $87,000 increase in cemetery at-need sales, a $80,000 increase in cemetery pre-need sales, and a $22,000 increase in mortuary at-need sales.

### Liquidity and Capital Resources

The Company’s life insurance subsidiaries and cemetery and mortuary subsidiaries realize cash flow from premiums, contract payments and sales on personal services rendered for cemetery and mortuary business, from interest and dividends on invested assets, and from the proceeds from the maturity or sale of investments. The mortgage subsidiaries realize cash flow from fees generated by originating and refinancing mortgage loans, and fees earned from mortgage loans held for sale that are sold to investors. The Company considers these sources of cash flow to be adequate to fund future policyholder and cemetery and mortuary liabilities, which generally are long-term and adequate to pay current policyholder claims, annuity payments, expenses related to the issuance of new policies, the maintenance of existing policies, and debt service, and to meet current operating expenses. It should be noted that current conditions in the financial markets and economy caused by the COVID-19 Pandemic may affect the cash flows of the Company.

During the three months ended March 31, 2020 and 2019, the Company's operations used cash of $63,771,000 and provided cash of $19,519,000, respectively. This decrease was due primarily to originations of mortgage loans held for sale.

The Company’s liability for future policy benefits is expected to be paid out over the long-term due to the Company’s market niche of selling funeral plans. Funeral plans are small face value life insurance that will pay the costs and expenses incurred at the time of a person’s death. A person generally will keep these policies in force and will not surrender them prior to a person’s death. Because of the long-term nature of these liabilities, the Company is able to hold to maturity its bonds, real estate, and mortgage loans, thus reducing the risk of having to liquidate these long-term investments as a result of any sudden changes in their fair values.

The Company attempts to match the duration of invested assets with its policyholder and cemetery and mortuary liabilities. The Company may sell investments other than those held to maturity in the portfolio to help in this timing. The Company purchases short-term investments on a temporary basis to meet the expectations of short-term requirements of the Company’s products. The Company’s investment philosophy is intended to provide a rate of return that will persist during the expected duration of policyholder and cemetery and mortuary liabilities regardless of future interest rate movements.

The Company’s investment policy is to invest predominantly in fixed maturity securities, real estate, mortgage loans, and warehousing of mortgage loans on a short-term basis before selling the loans to investors in accordance with the requirements and laws governing the life insurance subsidiaries. Bonds owned by the insurance subsidiaries and classified as fixed maturity securities available for sale carried at estimated fair value amounted to $328,772,000 and $355,613,000 as of March 31, 2020 and December 31, 2019, respectively. This represents 42.9% and 45.5% of the total investments as of March 31, 2020 and December 31, 2019, respectively. Generally, all bonds owned by the life insurance subsidiaries are rated by the National Association of Insurance Commissioners. Under this rating system, there are six categories used for rating bonds. At March 31, 2020, 2.15% (or $7,063,000) and at December 31, 2019, 2.2% (or $7,633,000) of the Company’s total bond investments were invested in bonds in rating categories three through six, which were considered non-investment grade.

The Company is subject to risk-based capital guidelines established by statutory regulators requiring minimum capital levels based on the perceived risk of assets, liabilities, disintermediation, and business risk. At March 31, 2020 and December 31, 2019, the life insurance subsidiaries were in compliance with the regulatory criteria.

The Company’s total capitalization of stockholders’ equity, bank and other loans payable was $443,627,000 as of March 31, 2020, as compared to $414,283,000 as of December 31, 2019. Stockholders’ equity as a percent of total capitalization was 42.8% and 47.5% as of March 31, 2020 and December 31, 2019, respectively.

Lapse rates measure the amount of insurance terminated during a particular period. The Company’s lapse rate for life insurance in 2019 was 9.8% as compared to a rate of 9.9% for 2018. The 2020 lapse rate to date has been approximately the same as 2019.

At March 31, 2020, the combined statutory capital and surplus of the Company’s life insurance subsidiaries was $70,563,000. The life insurance subsidiaries cannot pay a dividend to its parent company without approval of state insurance regulatory authorities.

### COVID-19 Pandemic

During the first quarter 2020, the outbreak of COVID-19 has spread worldwide and was declared a global pandemic by the World Health Organization on March 11, 2020. COVID-19 poses a threat to the health and economic well-being of the Company’s employees, customers, and vendors. The Company is closely monitoring developments relating to the COVID-19 Pandemic and assessing its impact on the Company’s business. The COVID-19 Pandemic has had and continues to have a major impact on the global economy and financial markets. Governments and businesses have taken numerous measures to try to contain the virus, which include the implementation of travel bans, self-imposed quarantine periods and social distancing. These measures have disrupted and will continue to disrupt businesses globally. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize the economic conditions.

Like most businesses, COVID-19 has impacted the Company. However, the Company cannot, with certainty, presently predict the severity or duration with which COVID-19 will impact the Company’s business, financial condition, results of operations, and cash flows. To the extent the COVID-19 pandemic adversely affects the Company’s business, financial condition and results of operations, it may also have the effect of heightening many of the other risks described in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report on Form 10-K for the year ended December 31, 2019 under the heading “Risks.” These uncertainties have the potential to negatively affect the risk of credit default for the issuers of the Company’s fixed maturity debt securities and individual borrowers with mortgage loans held by the Company.

The Company has implemented risk management, business continuity plans and has taken preventive measures and other precautions, such as business travel restrictions and remote work arrangements. Such measures and precautions have enabled the Company to continue to conduct business.

## Controls and procedures

As filed, 4,472 characters.

Disclosure Controls and Procedures

As of March 31, 2020, the Company carried out an evaluation under the supervision and with the participation of its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the Securities and Exchange Commission (SEC) reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. The executive officers have concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2020, and that the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial condition, results of operations, and cash flows for the periods presented in conformity with United States Generally Accepted Accounting Principles (GAAP).

Changes in Internal Control over Financial Reporting

Except for the material weakness discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, there have not been any significant changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Remediation Efforts to Address the Material Weakness

The Company acquired Kilpatrick Life in December 2019. Prior to the acquisition, the Company identified a material weakness in Kilpatrick Life’s internal control over financial reporting. The material weakness identified had not been remediated as of March 31, 2020. Specifically, the Company determined that Kilpatrick Life’s controls related to change management and segregation of duties for the policy administration system did not operate effectively. As a result of the control deficiency, a risk exists that inappropriate system changes could potentially result in a material misstatement of Kilpatrick Life’s financial information, which is consolidated with the Company’s results. Prior to the closing of the acquisition, the Company’s management developed and initiated a plan to remediate these internal control deficiencies

As of May 14, 2020, the Company had not fully assessed Kilpatrick Life’s internal controls over financial reporting and is currently testing new and revised internal controls for design and operating effectiveness. The Securities and Exchange Commission permits companies to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition, and the Company has elected to exclude Kilpatrick Life from its assessment. The Company has performed additional analysis and procedures to conclude that it believes the condensed consolidated financial statements included in this Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations, comprehensive income (loss) and cash flows for the periods presented in conformity with U.S. GAAP.

The Company has implemented controls to remediate the underlying causes that gave rise to the material weakness.

The following controls have been implemented by management:

Execution of a formal consultant agreement with the former system developer.

Creation of unique login credentials for system users.

Implementation of system change control processes, including the installation of a third-party database logging software.

In addition to the steps taken above, the Company will also transition Kilpatrick Life’s policies to its own Policy Administration System, which has appropriate controls in place.

The Company is committed to continuous improvement of its internal control processes and will continue to diligently review its financial reporting controls and procedures as it works to remedy Kilpatrick Life’s material weakness in internal controls.

Filed May 15, 2020.
Source: SEC EDGAR, the filing index for accession 0001445866-20-000683. Last ingested by Listed: Nov 9, 2026, 23:01 ET. No prices; not investment advice.