10-Q 1 utg18q2.htm UTG18Q2  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

OR

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________

Commission File No. 0-16867

 
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.)
     
     
     
 
205 NORTH DEPOT STREET
  
 
STANFORD, KY 40484
  
 
(Address of principal executive offices) (Zip Code)
  
     

Registrant's telephone number, including area code: (217) 241-6300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.  See the definitions of "large accelerated filer," accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐
Accelerated filer ☐
 
 
Non-accelerated filer ☐
Smaller reporting company ☒
(Do not check if a smaller reporting company)
 
 
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐    No ☒
 
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

The number of shares outstanding of the registrant's common stock as of July 31, 2018 was 3,302,207.

UTG, Inc.
(The "Company")

TABLE OF CONTENTS

PART I.   Financial Information
3
Item 1.  Financial Statements
3
Condensed Consolidated Balance Sheets
3
Condensed Consolidated Statements of Operations
4
Condensed Consolidated Statements of Comprehensive Income (Loss)
5
Condensed Consolidated Statements of Cash Flows
6
Notes to Condensed Consolidated Financial Statements
7
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
17
Item 4.  Controls and Procedures
22
 
PART II.  Other Information
 
22
Item 1.  Legal Proceedings
22
Item 1A. Risk Factors
22
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
22
Item 3.  Defaults Upon Senior Securities
22
Item 4.  Mine Safety Disclosures
22
Item 5.  Other Information
22
Item 6.  Exhibits
22
 
Signatures
 
23
 
Exhibit Index
 
24

Part 1.   Financial Information.
Item 1.  Financial Statements.

UTG, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

 
June 30, 2018
  
December 31, 2017*
ASSETS
Investments:
          
Investments available for sale:
          
Fixed maturities, at fair value (amortized cost $162,308,830 and $159,912,511)
$
174,576,759
  
$
178,555,225
Equity securities, at fair value (cost $0 and $35,712,633)
  
0
    
58,848,491
Equity securities, at fair value (cost $44,006,599 and $0)
  
82,503,413
    
0
Mortgage loans on real estate at amortized cost
  
15,085,559
    
17,314,477
Investment real estate
  
49,629,677
    
50,504,550
Notes receivable
  
22,179,954
    
19,004,016
Policy loans
  
9,431,972
    
9,559,142
Total investments
  
353,407,334
    
333,785,901
           
Cash and cash equivalents
  
14,154,164
    
25,434,199
Accrued investment income
  
2,858,745
    
2,990,721
Reinsurance receivables:
          
Future policy benefits
  
26,242,260
    
26,488,346
Policy claims and other benefits
  
3,658,355
    
3,882,047
Cost of insurance acquired
  
6,025,259
    
6,428,292
Property and equipment, net of accumulated depreciation
  
902,343
    
1,118,826
Income tax recoverable
  
543,674
    
549,851
Other assets
  
1,655,428
    
5,766,901
Total assets
$
409,447,562
  
$
406,445,084
           
LIABILITIES & SHAREHOLDERS' EQUITY
Liabilities:
          
Policy liabilities and accruals:
          
Future policyholder benefits
$
256,933,353
  
$
259,469,205
Policy claims and benefits payable
  
3,316,095
    
3,777,175
Other policyholder funds
  
416,297
    
408,790
Dividend and endowment accumulations
  
14,604,480
    
14,601,645
Deferred income taxes
  
12,648,432
    
10,996,404
Other liabilities
  
6,103,137
    
6,760,347
Total liabilities
  
294,021,794
    
296,013,566
           
Shareholders' equity:
          
Common stock - no par value, stated value $.001 per share.  Authorized 7,000,000 shares - 3,304,762 and 3,333,337 shares outstanding
  
3,305
    
3,333
Additional paid-in capital
  
36,829,530
    
37,536,164
Retained earnings
  
68,123,778
    
39,040,456
Accumulated other comprehensive income (loss)
  
9,665,033
    
32,952,338
Total UTG shareholders' equity
  
114,621,646
    
109,532,291
Noncontrolling interests
  
804,122
    
899,227
Total shareholders' equity
  
115,425,768
    
110,431,518
Total liabilities and shareholders' equity
$
409,447,562
  
$
406,445,084

* Balance sheet audited at December 31, 2017.

See accompanying notes.
 
UTG, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

 
Three Months Ended
  
Six Months Ended
 
June 30,
  
June 30,
  
June 30,
  
June 30,
 
2018
  
2017
  
2018
  
2017
Revenue:
                      
Premiums and policy fees
$
2,539,905
  
$
2,670,468
  
$
5,189,876
  
$
5,373,222
Ceded reinsurance premiums and policy fees
  
(773,198)
    
(843,636)
    
(1,512,163)
    
(1,570,290)
Net investment income
  
3,618,978
    
2,816,417
    
6,687,096
    
5,852,901
Other income
  
119,622
    
95,578
    
180,557
    
211,537
      Revenue before net investment gains (losses)
  
5,505,307
    
4,738,827
    
10,545,366
    
9,867,370
Net investment gains (losses):
                      
Other-than-temporary impairments
  
0
    
0
    
0
    
0
Other realized investment gains, net
  
115,204
    
1,042,751
    
649,446
    
544,060
Change in fair value of equity securities
  
11,231,720
    
0
    
15,360,956
    
0
      Total net investment gains (losses)
  
11,346,924
    
1,042,751
    
16,010,402
    
544,060
Total revenue
  
16,852,231
    
5,781,578
    
26,555,768
    
10,411,430
                       
Benefits and other expenses:
                      
Benefits, claims and settlement expenses:
                      
Life
  
4,369,689
    
4,860,950
    
8,538,483
    
9,828,602
Ceded reinsurance benefits and claims
  
(262,738)
    
(703,666)
    
(951,150)
    
(989,776)
Annuity
  
274,580
    
294,813
    
531,464
    
538,210
Dividends to policyholders
  
97,291
    
107,914
    
224,290
    
221,200
Commissions and amortization of deferred policy acquisition costs
  
(35,885)
    
(41,103)
    
(76,456)
    
(77,084)
Amortization of cost of insurance acquired
  
201,517
    
209,777
    
403,033
    
419,553
Operating expenses
  
1,784,832
    
1,758,608
    
3,870,651
    
3,804,665
Total benefits and other expenses
  
6,429,286
    
6,487,293
    
12,540,315
    
13,745,370
                       
                       
Income (loss) before income taxes
  
10,422,945
    
(705,715)
    
14,015,453
    
(3,333,940)
Income tax expense (benefit)
  
2,151,209
    
(196,624)
    
3,056,972
    
(710,214)
                       
Net income (loss)
  
8,271,736
    
(509,091)
    
10,958,481
    
(2,623,726)
                       
Net (income) loss attributable to noncontrolling interests
  
(122,987)
    
(45,632)
    
(152,487)
    
95,602
                       
Net income (loss) attributable to common shareholders
$
8,148,749
  
$
(554,723)
  
$
10,805,994
  
$
(2,528,124)
                       
Amounts attributable to common shareholders
                      
Basic income (loss) per share
$
2.46
  
$
(0.17)
  
$
3.26
  
$
(0.75)
                       
Diluted income (loss) per share
$
2.46
  
$
(0.17)
  
$
3.26
  
$
(0.75)
                       
Basic weighted average shares outstanding
  
3,311,319
    
3,355,850
    
3,318,167
    
3,353,416
                       
Diluted weighted average shares outstanding
  
3,311,319
    
3,355,850
    
3,318,167
    
3,353,416

See accompanying notes.
 
UTG, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

 
Three Months Ended
  
Six Months Ended
   
June 30,
    
June 30,
    
June 30,
    
June 30,
   
2018
    
2017
    
2018
    
2017
Net income (loss)
$
8,271,736
  
$
(509,091)
  
$
10,958,481
  
$
(2,623,726)
                       
Other comprehensive income (loss):
                      
                       
Unrealized holding gains (losses) arising during period, pre-tax
  
(1,941,236)
    
384,871
    
(6,226,539)
    
4,855,895
Tax (expense) benefit on unrealized holding gains (losses) arising during the period
  
407,659
    
(134,705)
    
1,307,573
    
(1,699,563)
Unrealized holding gains (losses) arising during period, net of tax
  
(1,533,577)
    
250,166
    
(4,918,966)
    
3,156,332
                       
Less reclassification adjustment for gains included in net income
  
(115,204)
    
(224,951)
    
(115,204)
    
(210,607)
Tax expense for gains included in net income
  
24,193
    
78,732
    
24,193
    
73,712
Reclassification adjustment for gains included in net income, net of tax
  
(91,011)
    
(146,219)
    
(91,011)
    
(136,895)
Subtotal:  Other comprehensive income (loss), net of tax
  
(1,624,588)
    
103,947
    
(5,009,977)
    
3,019,437
   
 
    
 
    
 
    
 
Comprehensive income (loss)
  
6,647,148
    
(405,144)
    
5,948,504
    
395,711
                       
Less comprehensive (income) loss attributable to noncontrolling interests
  
(122,987)
    
(45,632)
    
(152,487)
    
95,602
   
 
    
 
    
 
    
 
Comprehensive income (loss) attributable to UTG, Inc.
$
6,524,161
  
$
(450,776)
  
$
5,796,017
  
$
491,313

See accompanying notes.

UTG, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

 
Six Months Ended
 
June 30,
  
June 30,
 
2018
  
2017
Cash flows from operating activities:
          
Net income (loss) attributable to common shareholders
$
10,805,994
  
$
(2,528,124)
Adjustments to reconcile net income to net cash used in operating activities:
          
Amortization (accretion) of investments
  
163,471
    
178,699
Realized investment gains, net
  
(649,446)
    
(544,060)
Change in fair value of equity securities
  
(15,360,956)
    
0
Unrealized trading (gains) losses included in income
  
0
    
111,531
Realized trading (gains) included in income
  
0
    
(110,470)
Amortization of cost of insurance acquired
  
403,033
    
419,553
Depreciation
  
572,751
    
349,582
Net income (loss) attributable to noncontrolling interest
  
152,487
    
(95,602)
Charges for mortality and administration of universal life and annuity products
  
(3,304,604)
    
(3,324,867)
Interest credited to account balances
  
2,119,747
    
2,181,552
Change in accrued investment income
  
131,976
    
330,290
Change in reinsurance receivables
  
469,778
    
169,621
Change in policy liabilities and accruals
  
(658,483)
    
(321,400)
Change in income taxes receivable (payable)
  
6,177
    
(75,074)
Change in other assets and liabilities, net
  
6,438,057
    
(1,153,065)
Net cash provided by (used in) operating activities
  
1,289,982
    
(4,411,834)
           
Cash flows from investing activities:
          
Proceeds from investments sold and matured:
          
     Fixed maturities available for sale
  
12,881,864
    
9,585,460
Equity securities
  
716,323
    
2,126,149
Mortgage loans
  
2,240,015
    
562,792
Real estate
  
9,472,966
    
5,083,776
Notes receivable
  
824,062
    
305,874
Policy loans
  
1,087,790
    
1,087,870
Short-term investments
  
2,114,000
    
0
Total proceeds from investments sold and matured
  
29,337,020
    
18,751,921
Cost of investments acquired:
          
Fixed maturities available for sale
  
(15,304,506)
    
(7,141,692)
Equity securities
  
(9,010,290)
    
(2,424,875)
Mortgage loans
  
0
    
(354,306)
Real estate
  
(8,420,117)
    
(1,678,891)
Notes receivable
  
(4,000,000)
    
(2,047,853)
Policy loans
  
(960,620)
    
(782,464)
Short-term investments
  
(2,114,000)
    
0
Total cost of investments acquired
  
(39,809,533)
    
(14,430,081)
Net cash provided by (used in) investing activities
  
(10,472,513)
    
4,321,840
           
Cash flows from financing activities:
          
Policyholder contract deposits
  
2,426,333
    
2,470,129
Policyholder contract withdrawals
  
(3,569,583)
    
(2,838,813)
Payments of principal on notes payable/line of credit
  
0
    
(1,450,000)
Purchase of treasury stock
  
(953,419)
    
(206,178)
Issuance of stock
  
246,757
    
197,486
Non controlling contributions (distributions) of consolidated subsidiary
  
(247,592)
    
(732,752)
Net cash provided by (used in) financing activities
  
(2,097,504)
    
(2,560,128)
 
Net increase (decrease) in cash and cash equivalents
  
(11,280,035)
    
(2,650,122)
Cash and cash equivalents at beginning of period
  
25,434,199
    
15,156,548
Cash and cash equivalents at end of period
$
14,154,164
  
$
12,506,426
See accompanying notes.
UTG, Inc.

Notes to Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

The accompanying Condensed Consolidated Balance Sheet as of December 31, 2017, which has been derived from audited consolidated financial statements, and the unaudited interim Condensed Consolidated Financial Statements include the accounts of UTG, Inc. (the "Parent") and its subsidiaries (collectively with the Parent, the "Company").  All significant intercompany accounts and transactions have been eliminated in consolidation.  The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of regulation S-X.  Accordingly, they do not include all of the information and notes required by GAAP for audited annual financial statements.  The information furnished includes all adjustments and accruals of a normal recurring nature, which in the opinion of Management, are necessary for a fair presentation of the results for the interim periods.  The unaudited Condensed Consolidated Financial Statements included herein and these related notes should be read in conjunction with the Company's consolidated financial statements, and the notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.  The Company's results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or for any other future period.

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% 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 June 30, 2018, Mr. Correll owns or controls directly and indirectly approximately  64.98% of UTG's outstanding stock.

UTG's life insurance subsidiary, Universal Guaranty Life Insurance Company ("UG"), has several wholly-owned and majority-owned subsidiaries.  The subsidiaries were formed to hold certain real estate investments.  The real estate investments were placed into the limited liability companies and partnerships to provide additional protection to the policyholders and to UG.

Note 2 – Recently Issued Accounting Standards

In June 2018, the FASB issued Accounting Standards Update No. 2018-07, Compensation-Stock Compensation (Topic 718) or ASU 2018-07. The amendment in ASU 2018-07 simplifies the accounting for nonemployee share based payments by aligning the measurement and classification guidance for share based payments to nonemployees with share based payments to employees. Under this guidance, the measurement of equity classified awards will fixed at the grant date. This guidance is effective in annual periods beginning after December 15, 2018. The Company has evaluated the impact of the ASU, and determined that it does not significantly impact the Company's financial statements.

Accounting Standards Update (ASU 2016-13), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments – The amendments included in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better evaluate their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for public companies for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, or ASU 2016-01. The amendments in ASU 2016-01 change the accounting for non-consolidated equity investments that are not accounted for under the equity method of accounting by requiring changes in fair value to be recognized in income. Additionally, ASU 2016-01 simplifies the impairment assessment of equity investments without readily determinable fair values; requires entities to use the exit price when estimating the fair value of financial instruments; and modifies various presentation disclosure requirements for financial instruments. The Company adopted ASU 2016-01 on January 1, 2018 as a cumulative net effect adjustment and reclassified $18,277,328 of unrealized gains on equity investments, net of tax, from accumulated other comprehensive income (loss) to retained earnings on the Company's Condensed Consolidated Balance Sheet. Prior periods have not been restated to conform to current presentation. Effective January 1, 2018, the Company's results of operations include the changes in fair value of these financial instruments. During 2018, the FASB implemented ASU 2018-03, which clarifies ASU 2016-01 regarding the measurement alternative for equity securities without a readily determinable fair value as well as clarification for other presentation items. These amendments are effective for interim periods beginning after June 15, 2018. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), and related amendments, which created a new comprehensive revenue recognition standard, ASC 606, that serves as a single source of revenue guidance for all contracts with customers to transfer goods or services or contracts for the transfer of non-financial assets, unless those contracts are within the scope of other standards, such as insurance contracts. ASC 606 is not applicable to the Company's insurance premium revenues or revenues from its investment portfolio. The Company has evaluated the impact of the ASU, and has determined that it does not significantly impact the Company's financial statements.

Note 3 – Investments

Available for Sale Securities – Fixed Maturity and Equity Securities

The Company's insurance subsidiary is regulated by insurance statutes and regulations as to the type of investments they are permitted to make, and the amount of funds that may be used for any one type of investment.

Investments in available for sale securities are summarized as follows:

June 30, 2018
    
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
  
$
11,153,091
  
$
15,726
  
$
(191,954)
  
$
10,976,863
U.S. special revenue and assessments
    
9,014,836
    
392,039
    
0
    
9,406,875
All other corporate bonds
    
142,140,903
    
14,674,988
    
(2,622,870)
    
154,193,021
   
$
162,308,830
  
$
15,082,753
  
$
(2,814,824)
  
$
174,576,759

December 31, 2017
    
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
  
 
$
2,679,325
  
 
$
33,802
  
 
$
(73,530)
  
 
$
2,639,597
U.S. special revenue and assessments
    
9,012,232
    
620,789
    
0
    
9,633,021
All other corporate bonds
    
148,220,954
    
18,359,816
    
(298,163)
    
166,282,607
     
159,912,511
    
19,014,407
    
(371,693)
    
178,555,225
Equity securities (1)
    
35,712,633
    
23,648,201
    
(512,343)
    
58,848,491
Total
  
$
195,625,144
  
$
42,662,608
  
$
(884,036)
  
$
237,403,716

The amortized cost and estimated market value of debt securities at June 30, 2018, by contractual maturity, is shown below.  Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Fixed Maturities Available for Sale
June 30, 2018
    
Amortized Cost
    
Estimated Fair Value
Due in one year or less
  
$
2,218,529
  
$
2,255,623
Due after one year through five years
    
35,657,891
    
47,784,447
Due after five years through ten years
    
44,894,902
    
45,902,793
Due after ten years
    
79,537,508
    
78,633,896
Total
  
$
162,308,830
  
$
174,576,759

The fair value of investments with sustained gross unrealized losses at June 30, 2018 and December 31, 2017 are as follows:

June 30, 2018
  
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
$
4,903,050
  
$
(71,855)
  
$
1,559,648
  
$
(120,099)
  
$
6,462,698
  
$
(191,954)
All other corporate bonds
  
63,995,581
    
(2,078,404)
    
6,396,386
    
(544,466)
    
70,391,967
    
(2,622,870)
Total fixed maturities
$
68,898,631
  
$
(2,150,259)
  
$
7,956,034
    
(664,565)
  
$
76,854,665
    
(2,814,824)
                                   

December 31, 2017
  
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
  
$
1,604,987
  
$
(73,530)
  
$
1,604,987
  
$
(73,530)
All other corporate bonds
  
9,732,635
    
(91,757)
    
11,164,317
    
(206,406)
    
20,896,952
    
(298,163)
Total fixed maturities
$
9,732,635
  
$
(91,757)
  
$
12,769,304
    
(279,936)
  
$
22,501,939
    
(371,693)
                                   
Equity securities (1)
$
4,130,260
  
$
(270,774)
  
$
1,526,868
  
$
(241,569)
  
$
5,657,128
  
$
(512,343)

Additional information regarding investments in an unrealized loss position is as follows:

 
Less than 12 months
  
12 months or longer
  
Total
As of June 30, 2018
          
Fixed maturities
32
  
6
  
38
As of December 31, 2017
          
Fixed maturities
6
  
6
  
12
Equity securities (1)
2
  
2
  
4

(1)
Effective January 1, 2018, the Company adopted ASU No. 2016-01 and equity securities are no longer classified as available-for-sale. Prior periods have not been restated to conform to the current presentation. See Note 2 to the Condensed Consolidated Financial Statements for additional information.

Substantially all of the unrealized losses on fixed maturities available for sale and equity securities at  June 30, 2018 and December 31, 2017 are attributable to changes in market interest rates and general disruptions in the credit market subsequent to purchase.  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  June 30, 2018 and December 31, 2017.
 
Net Investment Gains (Losses)

The following table presents net investment gains (losses) and the change in net unrealized gains on available-for-sale investments. 

 
Three Months Ended
  
Six Months Ended
 
June 30,
  
June 30,
 
2018
  
2017
  
2018
  
2017
Realized gains on available-for-sale investments:
              
Sales of fixed maturities
$
373,662
  
$
244,639
  
$
373,662
  
$
244,639
Sales of equity securities (1)
  
0
    
853,026
    
0
    
853,026
Other
  
0
    
0
    
534,242
    
0
Total realized gains
  
373,662
    
1,097,665
    
907,904
    
1,097,665
Realized losses on available-for-sale investments:
                      
Sales of fixed maturities
  
(258,458)
    
(19,688)
    
(258,458)
    
(34,032)
Sales of equity securities (1)
  
0
    
0
    
0
    
0
Other-than-temporary impairments
  
0
    
0
    
0
    
0
Other
  
0
    
(35,226)
    
0
    
(519,573)
Total realized losses
  
(258,458)
    
(54,914)
    
(258,458)
    
(553,605)
Net realized investment gains (losses)
  
115,204
    
1,042,751
    
649,446
    
544,060
Change in fair value of equity securities: (1)
                      
Realized gains (losses) on equity securities sold during the period (1)
  
0
    
0
    
0
    
0
Change in fair value of equity securities held at the end of the period
  
11,231,720
    
0
    
15,360,956
    
0
Change in fair value of equity securities (1)
  
11,231,720
    
0
    
15,360,956
    
0
Net investment gains (losses)
$
11,346,924
  
$
1,042,751
  
$
16,010,402
  
$
544,060
Change in net unrealized gains on available-for-sale investments included in other comprehensive income:
                      
Fixed maturities
$
(1,941,236)
  
$
2,138,739
  
$
(6,226,539)
  
$
5,186,182
Equity securities (1)
  
0
    
(1,753,868)
    
0
    
(330,287)
Net increase (decrease)
$
(1,941,236)
  
$
384,871
  
$
(6,226,539)
  
$
4,855,895

(1)
Effective January 1, 2018, the Company adopted ASU No. 2016-01. As a result, equity securities are no longer classified as available-for-sale with unrealized gains and losses recognized in other comprehensive income; rather, all changes in the fair value of equity securities are now recognized in net income. Prior periods have not been restated to conform to the current presentation. See note 2.

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 Condensed 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.
 
Mortgage Loans

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.

During 2018 and 2017, the Company acquired $0 and $354,306 in mortgage loans, respectively.  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 2018 and 2017, the maximum and minimum lending rates for mortgage loans were:

 
2018
  
2017
 
Maximum rate
  
Minimum rate
  
Maximum rate
  
Minimum rate
Farm Loans
5.00%
  
5.00%
  
5.00%
  
5.00%
Commercial Loans
7.50%
  
4.00%
  
7.50%
  
4.00%
Residential Loans
8.00%
  
5.00%
  
8.00%
  
4.00%

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.  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 mortgage loan reserve was $0 at June 30, 2018 and December 31, 2017.

The following table summarizes the mortgage loan holdings of the Company for the periods ended:

   
June 30, 2018
    
December 31, 2017
In good standing
$
11,910,020
  
$
15,310,941
Overdue interest over 90 days
  
3,175,539
    
0
Restructured
  
0
    
0
In process of foreclosure
  
0
    
2,003,536
Total mortgage loans
$
15,085,559
  
$
17,314,477
Total foreclosed loans during the year
$
0
  
$
0

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 Condensed 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  June 30, 2018 and December 31, 2017 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. 

Note 4 – Fair Value Measurements

The Company measures its assets and liabilities recorded at fair value in the Condensed 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 consist of common and preferred stocks mainly in private equity investments, financial institutions and publicly traded corporations. 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 Company uses industry standard pricing methodologies, including discounted cash flow models that may incorporate various inputs such as payment expectations, risk of the investment, market data, and health of the underlying company. The inputs are based upon Management's assumptions and available market information. When evidence is believed to support a change to the carrying value from the transaction price, adjustments are made to reflect the expected cash flows, material events and market data. These investments are included in Level 3 of the fair value hierarchy.


The following table presents the Company's assets and liabilities measured at fair value in the Condensed Consolidated Balance Sheet on a recurring basis as of June 30, 2018.

   
Level 1
    
Level 2
    
Level 3
    
Total
Assets
                      
Fixed Maturities, available for sale
$
10,976,863
  
$
163,150,537
  
$
449,359
  
$
174,576,759
Equity Securities
  
33,385,909
    
10,884,183
    
38,233,321
    
82,503,413
Total
$
44,362,772
  
$
174,034,720
  
$
38,682,680
  
$
257,080,172

The following table presents the Company's assets and liabilities measured at fair value in the Condensed Consolidated Balance Sheet on a recurring basis as of December 31, 2017.

   
Level 1
    
Level 2
    
Level 3
    
Total
Assets
                      
Fixed Maturities, available for sale
$
2,639,597
  
$
175,437,239
  
$
478,389
  
$
178,555,225
Equity Securities, available for sale (1)
  
20,436,225
    
7,756,435
    
30,655,831
    
58,848,491
Total
$
23,075,822
  
$
183,193,674
  
$
31,134,220
  
$
237,403,716

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.

   
Fixed Maturities,
Available for Sale
    
Equity Securities (1)
    
Total
Balance at December 31, 2017
$
478,389
  
$
30,655,831
  
$
31,134,220
Total unrealized gain or (losses):
                
Included in net income (loss)
  
0
    
2,804,372
    
2,804,372
Included in other comprehensive income
  
0
    
0
    
0
Purchases
  
0
    
5,401,443
    
5,401,443
Sales
  
(29,030)
    
(628,325)
    
(657,355)
Balance at June 30, 2018
$
449,359
  
$
38,233,321
  
$
38,682,680

(1)
Effective January 1, 2018, the Company adopted ASU No. 2016-01 and equity securities are no longer classified as available-for-sale. Prior periods have not been restated to conform to the current presentation. See Note 2 to the Condensed Consolidated Financial Statements for additional information.

   
June 30, 2018
    
December 31, 2017
      
Change in fair value of equity securities included in net income (loss) relating to assets held
 
$
 
2,804,372
  
 
$
 
0
      

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 June 30, 2018.  Transfers occur when there is a change in the availability 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.

 
June 30, 2018
  
December 31, 2017
Assets
  
Carrying Amount
    
Estimated Fair Value
    
Carrying Amount
    
Estimated Fair Value
Mortgage loans on real estate
$
15,085,559
  
$
15,085,559
  
$
17,314,477
  
$
17,314,477
Investment real estate
  
49,629,677
    
49,629,677
    
50,504,550
    
50,504,550
Notes receivable
  
22,179,954
    
22,179,954
    
19,004,016
    
19,004,016
Policy loans
  
9,431,972
    
9,431,972
    
9,559,142
    
9,559,142
Cash and cash equivalents
  
14,154,164
    
14,154,164
    
25,434,199
    
25,434,199

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.

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 Condensed 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 Condensed 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 Condensed 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.

Note 5 – Credit Arrangements

Instrument
  
Issue Date
  
Maturity Date
    
Revolving Credit Limit
    
December 31, 2017
  
Borrowings
  
Repayments
    
June 30, 2018
Lines of Credit:
                              
UTG
  
11/20/2013
  
11/20/2018
  
$
8,000,000
  
$
0
  
0
  
0
  
$
0
UG
  
6/2/2015
  
5/10/2019
    
10,000,000
    
0
  
0
  
0
    
0

The UTG line of credit carries interest at a fixed rate of  4.00% 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.  The Company is currently in the process of renewing this line of credit.

During May of 2018, 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. The Company is currently in the process of renewing the CMA.


Note 6 – Shareholders' Equity

Stock Repurchase Program – The Board of Directors of UTG has authorized the repurchase of up to $14.5 million of UTG's common stock in the open market or in privately negotiated transactions. Company Management has broad authority to operate the program, including the discretion of whether to purchase shares and the ability to suspend or terminate the program. Open market purchases are made based on the last available market price but may be limited.  During the six months ended June 30, 2018, the Company repurchased 38,485 shares through the stock repurchase program for $953,419. Through June 30, 2018, UTG has spent approximately $13.5 million in the acquisition of 1,127,669 shares under this program.

During 2018, the Company issued 9,200 shares of stock to Management as compensation. These awards are determined at the discretion of the Board of Directors.

Earnings Per Share Calculations

Earnings per share are based on the weighted average number of common shares outstanding during each period.  For the three and six months ended June 30, 2018 and 2017, diluted earnings per share were the same as basic earnings per share since the Company had no dilutive instruments outstanding.

Note 7 – 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 materially 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 condensed consolidated financial statements, though the Company has no control over such assessments.


The following table represents the total funding commitments and the unfunded commitment as of June 30, 2018 related to certain investments:

   
Total Funding
Commitment
    
Unfunded
Commitment
Sovereign's Capital, LP Fund I
$
500,000
  
$
30,000
Sovereign's Capital, LP Fund II
  
1,000,000
    
372,000
Barton Springs Music, LLC
  
2,500,000
    
964,313
Master Mineral Holdings III, LP
  
4,000,000
    
3,033,240

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 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.

During 2016, the Company made a commitment to invest in Barton Springs Music, LLC ("Barton"), which invests in music royalties.  Barton makes capital calls to its investors as funds are needed to acquire the royalty rights.

During 2018, the Company made a commitment to invest in Master Mineral Holdings III, LP ("MMH"), which purchases land for leasing opportunities to those looking to harvest natural resources.  MMH makes capital calls to its investors as funds are needed for continued land purchases.

Note 8 – Other Cash Flow Disclosures

On a cash basis, the Company paid the following expenses:

 
Three Months Ended
 
June 30,
 
2018
  
2017
Interest
$
-
  
$
-
Federal income tax
  
67,000
    
115,000

 
Six Months Ended
 
June 30,
 
2018
  
2017
Interest
$
-
  
$
-
Federal income tax
  
67,000
    
115,000

Note 9 – Concentrations of Credit Risk

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 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.

The Company owns a variety of investments associated with the oil and gas industry. These investments represent approximately 30% and 27% of the Company's total invested assets as of June 30, 2018 and December 31, 2017, respectively.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is Management's discussion and analysis of the financial condition and results of operations of UTG, Inc. and its subsidiaries (collectively with the Parent, the "Company").  The following discussion of the financial condition and results of operations of the Company should be read in conjunction with, and is qualified in its entirety by reference to, the Consolidated Financial Statements of the Company and the related Notes thereto appearing in the Company's annual report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission, and our unaudited Condensed Consolidated Financial Statements and related Notes thereto appearing elsewhere in this quarterly report.

Cautionary Statement Regarding Forward-Looking Statements

This report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based our forward-looking statements on our current expectations and projections about future events. Our forward-looking statements include information about possible or assumed future results of operations. All statements, other than statements of historical facts, included or incorporated by reference in this report that address activities, events or developments that we expect or anticipate may occur in the future, including such things as the growth of our business and operations, our business strategy, competitive strengths, goals, plans, future capital expenditures and references to future successes may be considered forward-looking statements. Also, when we use words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "probably," or similar expressions, we are making forward-looking statements.

Numerous risks and uncertainties may impact the matters addressed by our forward-looking statements, any of which could negatively and materially affect our future financial results and performance.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and, therefore, the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements that are included in this report, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. In light of these risks, uncertainties and assumptions, any forward-looking event discussed in this report may not occur.  Our forward-looking statements speak only as of the date made, and we undertake no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments, unless the securities laws require us to do so.

Overview

UTG, Inc., a Delaware corporation, is a life insurance holding company.  The Company's dominant business is individual life insurance, which includes the servicing of existing insurance policies in force, the acquisition of other companies in the life insurance business and the administration and processing of life insurance business for other entities.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ significantly from those estimates.  The Company has identified certain estimates that involve a higher degree of judgment and are subject to a significant degree of variability.  The Company's critical accounting policies and the related estimates considered most significant by Management are disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.  Management has identified the accounting policies related to cost of insurance acquired, assumptions and judgments utilized in determining if declines in fair values of investments are other-than-temporary, and valuation methods for investments that are not actively traded as those, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company's Condensed Consolidated Financial Statements and this Management's Discussion and Analysis.

As a result of ASU No. 2016-01, Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities, changes in the fair value of equity securities are now recognized in net income rather than other comprehensive income. On January 1, 2018, cumulative net unrealized gains on equity securities of $18.3 million, net of deferred taxes of $4.9 million, were reclassified from accumulated other comprehensive income (loss) into retained earnings.

During the six months ended June 30, 2018, there were no additions to or changes in the critical accounting policies disclosed in the 2017 Form 10-K, except for recently adopted accounting standards discussed in Note 2 of the Notes to the Condensed Consolidated Financial Statements.

 
Results of Operations

On a consolidated basis, the Company reported net income attributable to common shareholders' of approximately $10.8 million for the six-month period ended June 30, 2018 and net income attributable to common shareholders' of approximately $8.1 million for the three-month period ended June 30, 2018.  For the six-month period ended June 30, 2017, the Company reported a net loss attributable to common shareholders' of approximately of approximately $(2.5) million and a net loss attributable to common shareholders' of approximately $(550,000) for the three-month period ended June 30, 2017.

Revenues

The Company reported total revenues of approximately $27 million for the six months ended June 30, 2018, an increase of approximately $16 million as compared to the same period in 2017. The Company reported total revenues of approximately $17 million for the three months ended June 30, 2018, an increase of approximately $11.1 million as compared to the three month period ended June 30, 2017.  The variance in total revenues from the prior year to the current year is mainly attributable to the adoption of ASU 2016-01, which requires the Company to report the change in the fair value of equity securities as a component of net income, rather than other comprehensive income. Prior periods have not been restated to conform to the current presentation. See below for further analysis regarding the implementation of ASU 2016-01.

Premium and policy fee revenues, net of reinsurance, decreased approximately 3% when comparing the six-month period ended June 30, 2018 to the same period in 2017.  Premium and policy fee revenues, net of reinsurance, decreased by approximately 3% when comparing the second quarter of 2018 to the same quarter in 2017.  The Company writes minimal new business.  Premium and policy fee revenues, net of reinsurance, represented 14% and 37% of the Company's revenues as of June 30, 2018 and 2017, respectively.

The following table summarizes our investment performance.

 
Three Months Ended
  
Six Months Ended
 
June 30,
  
June 30,
 
2018
  
2017
  
2018
  
2017
Net investment income
$
3,618,978
  
$
2,816,417
  
$
6,687,096
  
$
5,852,901
Net investment gains (losses) (1)
$
11,346,924
  
$
1,042,751
  
$
16,010,402
  
$
544,060
Change in net unrealized investment gains (losses) on available-for-sale securities
$
(1,941,236)
  
$
384,871
  
$
(6,226,539)
  
$
4,855,895

(1)
Effective January 1, 2018, the Company adopted ASU No. 2016-01 and equity securities are no longer classified as available-for-sale with unrealized gains and losses recognized in other comprehensive income, rather, changes in the fair value of equity securities are now recognized in net income. Prior periods have not been restated to conform to the current presentation. See note 2 of the notes to consolidated financial statements.

As a result of adopting ASU No. 2016-01, net investment gains for the three and six months ended June 30, 2018 included an increase in the fair value of equity securities of $11.2 million and $15.4 million, respectively. For the three and six months ended June 30, 2017, the increase (decrease) in the fair value of equity securities, which totaled $(1.7) million and $(330,000), respectively, was included in the change in net unrealized investment gains in other comprehensive income. See Note 3 of the Notes to the Condensed Consolidated Financial Statements for details regarding the components of net investment gains (losses) and the change in net unrealized gains (losses) from investments.

The Company reported net realized investment gains of approximately $115,000 and $650,000 for the three and six month periods ended June 30, 2018, respectively. The 2018 gains are mainly attributable to the Company selling a parcel of real estate during the first quarter of 2018. For the three and six month periods ended June 30, 2017, the Company reported approximately $1 million and $544,000, respectively, in net realized investment gains.

The 2017 net realized gains are attributable to the sales of certain fixed maturities and equity securities. During the second quarter of 2017, the Company sold certain equity securities that produced gains of approximately $850,000. The Company made the decision to sell some lower rated, higher yielding securities and replace them with higher rated, lower yielding securities.

Realized investment gains are the result of one-time events and are expected to vary from quarter to quarter.

The following table reflects net investment income of the Company:

   
Three Months Ended
  
Six Months Ended June 30,
   
June 30,
  
June 30,
   
2018
  
2017
  
2018
  
2017
                 
Fixed maturities available for sale
$
1,924,927
$
2,096,562
$
3,762,771
$
4,218,439
Equity securities
  
340,246
  
213,780
  
872,313
  
595,643
Trading securities
  
0
  
0
  
0
  
(1,061)
Mortgage loans
  
191,514
  
369,624
  
406,072
  
597,684
Real estate
  
1,415,148
  
542,190
  
1,864,694
  
1,011,448
Notes receivable
  
146,725
  
48,805
  
533,507
  
369,516
Policy loans
  
179,029
  
193,406
  
329,110
  
348,759
Short term
  
36,108
  
0
  
95,501
  
0
Cash and cash equivalents
  
4,541
  
1,386
  
5,754
  
3,966
Total consolidated investment income
  
4,238,238
  
3,465,753
  
7,869,722
  
7,144,394
Investment expenses
  
(619,260)
  
(649,336)
  
(1,182,626)
  
(1,291,493)
Consolidated net investment income
$
3,618,978
$
2,816,417
$
6,687,096
$
5,852,901

Net investment income represented 25% and 56% of the Company's total revenues as of June 30, 2018 and 2017, respectively.  The Company reported net investment income of approximately $4 million for the three month period ended June 30, 2018, an increase of approximately 28% compared to the same period in 2017.  When comparing the three and six months ended June 30, 2018 and 2017, income from investing activities was comparable in the majority of the investment categories, with the largest variance being found in the real estate category.

During 2018, two of the Company's real estate subsidiaries sold certain real estate parcels and distributed earnings to the members.  Earnings from the real estate portfolio are expected to vary depending on the activities of the subsidiaries and the potential distributions that will occur based upon the activities.  The fluctuation in earnings from real estate, when comparing the three and six month periods ended June 30, 2018 and 2017, are considered reasonable by Management.

The reclassification of the change in the fair value of equity securities to a component of net income (loss), as a result of ASU 2016-01, caused several of the revenue and expense categories to appear as though they did not represent the percentage of total revenues and expenses comparably from year to year. However, that is not the case. If you excluded the change in the fair value of equity securities from the calculations, the revenue and expenses, as a percentage of the total, are comparable for the current and prior period.

In summary, the Company's basis for future revenue growth is expected to come from the following primary sources: conservation of business currently in-force, the maximization of investment earnings and the acquisition of other companies or policy blocks in the life insurance business.  Management has placed a significant emphasis on the development of these revenue sources to enhance these opportunities.

Expenses

The Company reported total benefits and other expenses of approximately $12.5 million for the six month period ended June 30, 2018, a decrease of approximately 9% from the same period in 2017.  For the three month period ended June 30, 2018, total benefits and other expenses decreased approximately 1%, compared to the same quarter in 2017.  Benefits, claims and settlement expenses represented approximately 70% and 67% of the Company's total expenses for the three and six month periods ended June 30, 2018, respectively.  The other major expense category of the Company is operating expenses, which represented approximately 28% and 31% of the Company's total expenses for the three and six month periods ended June 30, 2018, respectively.

Life benefits, claims and settlement expenses, net of reinsurance benefits and claims, decreased approximately 13% in the six month period ended June 30, 2018, compared to the same period in 2017.  For the three month period ended June 30, 2018, life benefits, claims and settlement expenses, net of reinsurance benefits and claims, decreased approximately 2%, compared to the same quarter in 2017.  Policy claims vary from period to period and therefore, fluctuations in mortality are to be expected and are not considered unusual by Management.

Net amortization of cost of insurance acquired decreased 4% during the six month and three month periods ended June 30, 2018 compared to the same period in 2017.  Cost of insurance acquired is established when an insurance company is acquired or when the Company acquires a block of in-force business.  The Company assigns a portion of its cost to the right to receive future profits from insurance contracts existing at the date of the acquisition.  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 may vary due to risk analysis performed at the time of acquisition on the business acquired. The Company utilizes a 12% discount rate on the remaining unamortized business.  The amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised.  Amortization of cost of insurance acquired is particularly sensitive to changes in interest rate spreads and persistency of certain blocks of insurance in-force.  This expense is expected to decrease, unless the Company acquires a new block of business.

Operating expenses were comparable for the three and six months ended June 30, 2018 and 2017. Management continues to place significant emphasis on expense monitoring and cost containment. Maintaining administrative efficiencies directly impacts net income.

Comprehensive Income (Loss) to Shareholders

Comprehensive income (loss) to shareholders was approximately $5.8 million and $491,000 for the six month periods ended June 30, 2018 and 2017, respectively. Included in the six month ended June 30, 2018 and 2017 comprehensive income (loss) is a decrease of approximately $5 million and an increase of $3 million, respectively, in net unrealized gains on available-for-sale securities, net of taxes. Comprehensive income (loss) to shareholders was approximately $6.5 million and $(451,000) for the three month periods ended June 30, 2018 and 2017, respectively. Included in the three month ended June 30, 2018 and 2017 comprehensive income (loss) is a decrease of approximately $1.6 million and an increase of $250,000, respectively, in net unrealized gains on available-for-sale securities, net of taxes. Effective January 1, 2018, the Company adopted ASU No. 2016-01 and equity securities are no longer classified as available-for-sale with unrealized gains and losses recognized in other comprehensive income (loss). Rather, all changes in fair value of equity securities are now recognized in net income (loss). For the three and six months ended June 30, 2018, the change in fair value of equity securities included in net income (loss) gains of approximately $11.2 million and $15.4 million, respectively. For the three and six months ended June 30, 2017, gains of approximately $1.7 million and $330,000 were included in other comprehensive income. The change in presentation has no impact on comprehensive income to shareholders.

Financial Condition

Investment Information

Investments represent approximately 86% and 82% of total assets at June 30, 2018 and December 31, 2017, respectively.  Accordingly, investments are the largest asset group of the Company.  The Company's insurance subsidiary is regulated by insurance statutes and regulations as to the type of investments that it is permitted to make and the amount of funds that may be used for any one type of investment.  In light of these statutes and regulations, the majority of the Company's investment portfolio is invested in a diverse set of securities.

As of June 30, 2018, the carrying value of fixed maturity securities in default as to principal or interest was immaterial in the context of consolidated assets, shareholders' equity or results from operations.  To provide additional flexibility and liquidity, the Company has identified all fixed maturity securities as "investments available for sale".  Investments available for sale are carried at market, with changes in market value charged directly to shareholders' equity.  Changes in the market value of available for sale securities resulted in net unrealized losses of $(1.5) million and $(5) million for the three and six month periods ended June 30, 2018, respectively. Changes in the market value of available for sale securities resulted in net unrealized gains of $250,000 and $3.2 million for the three and six month periods ended June 30, 2017, respectively.  The variance in the net unrealized gains and losses is the result of normal market fluctuations and changes in interest rates.

Capital Resources

Total shareholders' equity increased by approximately 5% as of June 30, 2018 compared to December 31, 2017 and is mainly the result of unrealized gains on investments.

The Company's investments are predominately in fixed maturity investments such as bonds, which provide sufficient return to cover future obligations.  The Company carries all of its fixed maturity holdings as available for sale, which are reported in the Condensed Consolidated Financial Statements at their market value.

Liquidity

The Company has three principal needs for cash - the insurance company's contractual obligations to policyholders, the payment of operating expenses.  Cash and cash equivalents represented 3% and 7% of total assets as of June 30, 2018 and December 31, 2017, respectively.  Fixed maturities, as a percentage of total assets, were approximately 43% and 44% as of June 30, 2018 and December 31, 2017, respectively.

The Company currently has access to funds for operating liquidity.  UTG has an $8,000,000 revolving credit note with Illinois National Bank.  At June 30, 2018, the Company had no outstanding borrowings against the UTG line of credit.

Future policy benefits are primarily long-term in nature and therefore, the Company's investments are predominantly in long-term fixed maturity investments such as bonds and mortgage loans which provide sufficient return to cover these obligations. Many of the Company's products contain surrender charges and other features which reward persistency and penalize the early withdrawal of funds.

Net cash provided by operating activities was approximately $1.3 million for the six months ended June 30, 2018 and net cash used by operating activities was approximately $4.4 million for the six months ended June 30, 2017.  Sources of operating cash flows of the Company, as with most insurance entities, is comprised primarily of premiums received on life insurance products and income earned on investments.  Uses of operating cash flows consist primarily of payments of benefits to policyholders and beneficiaries and operating expenses.  The Company has not marketed any significant new products for several years.  As such, premium revenues continue to decline.  Management anticipates future cash flows from operations to remain similar to historic trends.

Net cash used by investing activities was approximately $10.5 million for the six months ended June 30, 2018 and net cash provided by investing activities was approximately $4.3 million for the six months ended June 30, 2017.The net cash provided by and used in investing activities is expected to vary from quarter to quarter depending on market conditions and management's ability to find and negotiate favorable investment contracts.

UTG is a holding Company that has no day-to-day operations of its own.  Funds required to meet its expenses, generally costs associated with maintaining the Company in good standing with states in which it does business and the servicing of its debt, are primarily provided by its subsidiaries.  On a parent only basis, UTG's cash flow is dependent on Management fees received from its insurance subsidiary, stockholder dividends from its subsidiary and earnings received on cash balances.  At June 30, 2018, substantially all of the consolidated shareholders' equity represented net assets of its subsidiary.  The Company's insurance subsidiary has maintained adequate statutory capital and surplus.  The payment of cash dividends to shareholders by UTG is not legally restricted.  However, the state insurance department regulates insurance Company dividend payments where the Company is domiciled.  No dividends were paid to shareholders in 2017 or the six months ended June 30, 2018.

UG is an Ohio domiciled insurance company, which 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.  For the year ended December 31, 2017, UG had statutory net income of approximately $5.4 million.  At December 31, 2017 UG's statutory capital and surplus amounted to approximately $54.7 million.  Extraordinary dividends (amounts in excess of ordinary dividend limitations) require prior approval of the insurance commissioner and are not restricted to a specific calculation.  During 2017, UG paid UTG ordinary dividends of $2 million.  During the second quarter of 2018, UG paid UTG an ordinary dividend of $2.5 million. In July of 2018, UG paid UTG an ordinary dividend of $1 million. UTG used the dividends received during 2017 and 2018 for general operations of the Company.

ITEM 4.  CONTROLS AND PROCEDURES

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In addition, the disclosure controls and procedures ensure that information required to be disclosed is accumulated and communicated to Management, including the principal executive officer and principal financial officer, allowing timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

NONE

ITEM 1A.  RISK FACTORS

NONE

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

NONE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

NONE

ITEM 4.  MINE SAFETY DISCLOSURES

NONE

ITEM 5.  OTHER INFORMATION

NONE

ITEM 6.  EXHIBITS

*31.1
Certification 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
Certification 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
**101
Interactive Data File

*Filed herewith


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


UTG, INC.
(Registrant)

Date:
August 13, 2018
 
By
/s/ James P. Rousey
 
 
 
 
James P. Rousey
 
 
 
 
President and Director

Date:
August 13, 2018
 
By
/s/ Theodore C. Miller
 
 
 
 
Theodore C. Miller
 
 
 
 
Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number
Description
*31.1
Certification 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
Certification 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
  
**101
Interactive Data File
  


* Filed herewith