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Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Note 3 – Fair Value Measurements

Assets and liabilities recorded at fair value in the Consolidated Balance Sheets are measured and classified in accordance with a fair value hierarchy consisting of three levels based on the observability of valuation inputs:

Level 1 – Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Valuation methodologies include quoted prices for similar assets and liabilities in active markets or quoted prices for identical, quoted prices for identical or similar assets or liabilities in markets that are not active, or 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.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The following table presents information about assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value measurement based on the observability of the inputs used as of December 31:

2023	Level 1		Level 2		Level 3		Total
Fixed maturity securities:
U.S. Government and government agencies and authorities	$	13,587,779	$	0	$	0	$	13,587,779
U.S. special revenue and assessments		0		7,308,458		0		7,308,458
Corporate securities		0		82,513,599		0		82,513,599
Total fixed maturities		13,587,779		89,822,057		0		103,409,836
Equity securities:
Common stocks		35,819,973		5,329,080		2,807,634		43,956,687
Limited liability companies		0		0		57,604,806		57,604,806
Total equity securities		35,819,973		5,329,080		60,412,440		101,561,493
Short-term investments		29,132,236		0		0		29,132,236
Total financial assets	$	78,539,988	$	95,151,137	$	60,412,440	$	234,103,565

2022	Level 1		Level 2		Level 3		Total
Fixed maturity securities:
U.S. Government and government agencies and authorities	$	17,211,175	$	0	$	0	$	17,211,175
U.S. special revenue and assessments		0		7,199,100		0		7,199,100
Corporate securities		0		83,902,784		0		83,902,784
Total fixed maturities		17,211,175		91,101,884		0		108,313,059
Equity securities:
Common stocks		45,999,477		6,651,800		0		52,651,277
Limited liability companies		0		0		7,967,643		7,967,643
Total equity securities		45,999,477		6,651,800		7,967,643		60,618,920
Short-term investments		3,596,941		0		0		3,596,941
Total financial assets	$	66,807,593	$	97,753,684	$	7,967,643	$	172,528,920

Total assets included in the fair value hierarchy exclude certain equity securities that were measured at estimated fair value using the net asset value (“NAV”) per share practical expedient. At December 31, 2023 and 2022, the estimated fair value of such investments was $54,989,319 and $89,434,766, respectively. These investments are generally not readily redeemable by the investee.

The following is a description of the valuation techniques used by the Company to measure assets reported at fair value on a recurring basis.

Available for Sale Securities

Securities classified as available for sale are recorded at fair value on a recurring basis. Securities classified as Level 1 utilized fair value measurements based upon quoted market prices, when available. If quoted market prices are not available, the Company obtains fair value measurements from recently executed transactions, market price quotations, benchmark yields and issuer spreads to value Level 2 securities. In certain instances where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. Fair value determinations for Level 3 measurements are estimated on a quarterly basis where assumptions used are reviewed to ensure the estimated fair value complies with accounting standards generally accepted in the United States.

Equity Securities at Fair Value

Equity securities consist of common and preferred stocks and limited liability companies 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.

Change in Level 3 Recurring Fair Value Measurements

The following table presents the changes in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains (losses) related to the Level 3 assets and liabilities.

			Investments in
	Investments in Common Stocks		Limited Liability Companies			Total
Balance at December 31, 2022	$	0	$	7,967,643		$	7,967,643
Realized gains (losses)		0		0			0
Unrealized gains (losses)		211,449		15,211,945			15,423,394
Purchases		0		5,683,029			5,683,029
Sales		0		(166,250	)		(166,250	)
Transfers in to Level 3		2,596,185		28,908,439			31,504,624
Transfers out of Level 3		0		0			0
Balance at December 31, 2023	$	2,807,634	$	57,604,806		$	60,412,440

Both observable and unobservable inputs may be used to determine the fair values of positions classified in Level 3 in the tables above. As a result, the unrealized gains (losses) on instruments held at December 31, 2023 and 2022 may include changes in fair value that were attributable to both observable and unobservable inputs.

Assets and liabilities are transferred into Level 3 when a significant input cannot be corroborated with market observable data. This occurs when market activity decreases significantly and underlying inputs cannot be observed, current prices are not available, and/or when there are significant variances in quoted prices, thereby affecting transparency. Assets and liabilities are transferred out of Level 3 when circumstances change such that a significant input can be corroborated with market observable data. This may be due to a significant increase in market activity, a specific event, or one or more significant input(s) becoming observable.

In 2023, transfers in to Level 3 included limited liability companies classified as equity securities for which valuation techniques changed due to the availability of data.

Quantitative Information About Level 3 Fair Value Measurements

The following table presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments and includes only those instruments for which information about the inputs is reasonably available to the Company, such as data from independent third-party valuation service providers and from internal valuation models.

Financial Assets	Fair Value at December 31, 2023		Fair Value at December 31, 2022		Valuation Technique
Limited liability companies	$	57,604,806	$	7,967,643	Pricing Model
Common stocks		2,807,634		0	Pricing Model
Total	$	60,412,440	$	7,967,643

Uncertainty of Fair Value Measurements

The significant unobservable inputs used in the determination of the fair value of assets classified as Level 3 have an inherent measurement uncertainty that if changed could result in higher or lower fair value measurements of these assets as of the reporting date.

Equity Securities at Fair Value

Fair market value for equity securities is derived based on unobservable inputs, such as projected normalized revenues and industry standard multiples of revenue for the equity securities valued using pricing model. Significant increases (decreases) in either of those inputs in isolation would result in a significantly higher (lower) fair value measurement.

Investments in Certain Entities Carried at Fair Value Using Net Asset Value per Share

The Company holds certain equity securities that are measured at estimated fair value using the NAV per share practical expedient. These investments are generally not readily redeemable by the investee. The following tables provide additional information regarding the assets carried at NAV.

Investment Category		Fair Value at December 31, 2023		Unfunded Commitments	Redemption Frequency	Redemption Notice Period
Equity securities
Growth equity
Redeemable
Limited partnership	$	34,081,797	$	0	Quarterly	45
Non-redeemable
Limited liability companies		11,960,929		9,464,608	n/a	n/a
Limited partnerships		8,946,593		2,410,599	n/a	n/a
Total	$	54,989,319	$	11,875,207

Investment Category	Fair Value at December 31, 2022		Unfunded Commitments		Redemption Frequency		Redemption Notice Period
Equity securities
Growth equity
Redeemable
Limited partnership	$	43,724,562	$	49,343	Quarterly			45
Non-redeemable
Common stock		12,074,829		0		n/a		n/a
Limited liability companies		25,243,953		4,931,498		n/a		n/a
Limited partnerships		8,391,422		2,799,026		n/a		n/a
Total	$	89,434,766	$	7,779,867

The following are descriptions of the Company’s assets held at NAV.

The Company invested in a limited partnership that was formed under the laws of the State of Delaware on October 5, 1999, as a Delaware limited partnership (“LP”). The Limited Partnership Agreement provides for the Fund to continue until dissolved. There are significant restrictions to the dissolution process, which are outlined in the LP Agreement. The Fund invests in listed equity and fixed income securities as well as non-listed securities, including direct-owned minerals and other royalties. In 2013, UG entered into an irrevocable subscription agreement to invest in the LP.

The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware in 2020. The LLC agreement provides for the Company to continue until dissolved. There are significant restrictions to the dissolution process, which are outlined in the LLC Agreement. The LLC Company was formed for the purpose of acquiring, making investments in, and owning, holding, and growing operating businesses through the United States. In 2020, UG entered into a LLC Agreement to invest in this LLC.

The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware. The LLC was formed on October 15, 2020 to provide long-term investment returns. The Company will continue to operate until December 31, 2032, or until each of the investment funds in which the LLC invests terminates, unless terminated earlier or extended in accordance with the Operating Agreement. In 2020, UG completed the Subscription Agreement to become an investor in this LLC.

The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware. The LLC was formed on July 1, 2022 to amplify philanthropy by primarily investing in venture capital investment funds and in direct venture capital investments of operating companies. The Company will continue to operate until December 31, 2034, or until each of the investment funds in which the LLC invests terminates, unless terminated earlier or extended in accordance with the Operating Agreement. In 2022, the Company completed the Subscription Agreement to become an investor in this LLC.

The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware. The LLC was organized solely for the purpose owning, managing, supervising and disposing of the investment. The Partnership will continue in existence for the investment period (subject to extension), unless sooner terminated by operation of law or pursuant to any provision of the Limited Partnership Agreement. In 2022, the Company entered into a Limited Partnership Agreement to invest in this LP.

The Company invested in a closed-end LP fund that was formed pursuant to the laws of the State of Delaware under a limited partners agreement (the “Agreement”) on April 6, 2015 and is scheduled to terminate on the tenth anniversary of the final closing date, unless terminated sooner or extended in accordance with the Agreement. The purpose of the LP is to make investments in and pursue targets that educate, train, and inspire men and women in the United States and around the world to value free enterprise, business, and economics to improve the quality of their lives and the lives and the lives of those in their communities. In 2015, the Company entered into a Limited Partnership Agreement to invest in this LP.

The Company invested in a closed-end LP fund that was formed pursuant to the laws of the State of Delaware under a limited partners agreement (the “Agreement”) on September 5, 2018 (the “Agreement”), and is scheduled to terminate on the twelfth anniversary of the Final Closing Date, unless terminated sooner or extended in accordance with the Agreement. The purpose of the Partnership is to make investments in and pursue targets that educate, train, and inspire men and women in the United States and around the world to value free enterprise, business, and economics to improve the quality of their lives and the lives and the lives of those in their communities. In 2018, the Company entered into a Limited Partnership Agreement to invest in this LP.

The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware. The LLC was formed September 29, 2021 for the purpose of investing in companies located in emerging markets. The Limited Liability Company Agreement provides for LLC to continue until dissolved, unless terminated earlier through terms specified in the Operating Agreement. In 2021, the Company entered into a Limited Liability Company Agreement to invest in the LLC.

The Company invested in a LP that was formed pursuant to the laws of the state of Delaware under a limited partnership agreement on October 27, 2021 (the “Agreement”) and is scheduled to terminate on the tenth anniversary of the Final Closing Date, unless terminated sooner or extended in accordance with the Agreement. The Partnership is organized for the principal purposes of acquiring, holding, supervising, managing and disposing of investment in recapitalization, management buyouts, and corporate divestitures of Portfolio Companies operating in various segments of the U.S. lower middle markets. In 2022, the Company entered into a Limited Partnership Agreement to invest in this LP.

The Company invested in a LLC that was formed as an Alabama Limited Liability Company on April 6, 2022. The Limited Liability Company Agreement provides for the LLC to continue until dissolved, unless terminated earlier through terms specified in the Operating Agreement. The purpose of Trivela is to (1) acquire, own and operate football (soccer) clubs (each a “Target Company”) (2) establish investment vehicles for the acquisition of Target Companies (3) sponsor private placements of securities on behalf of each investment vehicle (4) manage the operations of each investment vehicle & Target Company on a fee for services basis (5) engage in any lawful act or activity incidental to the Business as reasonably determined by the managers. The Company entered into a Limited Liability Company Agreement to invest in Trivela Group, LLC.

The Company invested in a LLC that was formed as an Alabama Limited Liability Company on April 15, 2022. The Limited Liability Company Agreement provides for the LLC to continue until dissolved, unless terminated earlier through terms specified in the Operating Agreement. The LLC invests in sports clubs and real estate. In 2022, The Company entered into a Limited Liability Company Agreement to invest in this LLC.

Fair Value Measurements on a Nonrecurring Basis

Certain assets are not carried at fair value on a recurring basis. 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 Company did not recognize any re-measurements or impairments of financial instruments during the years ended December 31, 2023 and 2022.

Fair Value Information About Financial Instruments Not Measured at Fair Value

The following table presents the carrying amount and estimated fair values of the Company’s financial instruments not measured at fair value and indicates the level in the fair value hierarchy of the estimated fair value measurement based on the observability of the inputs used as of December 31:

2023	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Assets
Held to maturity redeemable preferred stock	$	2,500,000	$	2,500,000	$	0	$	0	$	2,500,000
Equity securities, at cost		15,977,368		15,977,368		0		0		15,977,368
Mortgage loans on real estate		15,318,176		14,447,026		0		0		14,447,026
Investment real estate		21,975,120		62,899,838		0		0		62,899,838
Notes receivable		14,009,225		14,189,147		0		0		14,189,147
Policy loans		6,018,248		6,018,248		0		0		6,018,248
Accrued investment income		2,001,064		2,001,064		0		0		2,001,064

Liabilities
Policy claims and benefits payable		4,188,917		4,188,917		0		0		4,188,917
Dividend and endowment accumulations		14,749,258		14,749,258		0		0		14,749,258
Notes payable		19,000,000		19,000,000		0		19,000,000		0

2022	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Assets
Held to maturity redeemable preferred stock	$	2,500,000	$	2,500,000	$	0	$	0	$	2,500,000
Equity securities, at cost		21,891,896		21,891,896		0		0		21,891,896
Mortgage loans on real estate		30,698,694		29,735,873		0		0		29,735,873
Investment real estate		26,225,799		74,026,290		0		0		74,026,290
Notes receivable		14,424,127		14,812,523		0		0		14,812,523
Policy loans		6,567,434		6,567,434		0		0		6,567,434
Accrued investment income		1,371,677		1,371,677		0		0		1,371,677

Liabilities
Policy claims and benefits payable		4,072,879		4,072,879		0		0		4,072,879
Dividend and endowment accumulations		14,802,746		14,802,746		0		0		14,802,746
Notes payable		19,000,000		19,000,000		0		19,000,000		0

(1)	The Company has elected to reclassify certain investments to conform with the presentation for the year ended December 31, 2023. These reclassifications had no impact on previously reported net income.

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.

The fair values of notes receivable 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 the notes receivable are classified as Level 3 within the fair value hierarchy.

Policy loans are carried at the aggregate unpaid principal balances in the Consolidated Balance Sheets which approximate fair value, and earn interest at rates ranging from 4% to 8%. Individual policy liabilities in all cases equal or exceed outstanding policy loan balances. The inputs used to measure the fair value of our policy loans are classified as Level 3 within the fair value hierarchy.

The carrying value for notes payable is a reasonable estimate of fair value 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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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