UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20012002
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 Number 0-16867
UNITED TRUST GROUP, INC.
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(Exact name of registrant as specified in its charter)
5250 SOUTH SIXTH STREET
P.O. BOX 5147
SPRINGFIELD, IL 62705
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(Address of principal executive offices, including zip code)
ILLINOIS37-1172848
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)5250 South Sixth Street, Springfield, IL62703
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (217) 241-6300
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each classon which registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
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Common Stock, stated value $.02 per share
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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X][ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act). TheYes [ ] No [X]
As of June 28, 2002, shares of the Registrant's common stock held by
non-affiliates (based upon the price of the last sale of $7.00 per share), had
an aggregate market value of voting stock (Common Stock) held by non-affiliates
of the registrant as of March 1, 2002, was $10,157,785.approximately $9,609,061.
At March 1, 2002,2003 the Registrant had 3,519,0653,511,636 outstanding shares of Common
Stock, stated value $.02 per share.
DOCUMENTS INCORPORATED BY REFERENCE: None
UNITED TRUST GROUP, INC.
FORM 10-K
YEAR ENDED DECEMBER 31, 20012002
TABLE OF CONTENTS
PART I.........................................................................3
ITEM 1. BUSINESS...........................................................3
ITEM 2. PROPERTIES........................................................16PROPERTIES........................................................17
ITEM 3. LEGAL PROCEEDINGS.................................................17PROCEEDINGS.................................................18
ITEM 4. SUBMISSION OF MATTERS OF A VOTE OF SECURITY HOLDERS...............17HOLDERS...............18
PART II.......................................................................18II.......................................................................19
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS.......................................18MATTERS..............................................19
ITEM 6. SELECTED FINANCIAL DATA...........................................19DATA...........................................21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.........................................20OPERATIONS........................................22
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .......34
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......................31DATA.......................35
ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE..............................................65DISCLOSURE.............................................71
PART III......................................................................65III......................................................................71
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF UTG..........................65UTG..........................71
ITEM 11. EXECUTIVE COMPENSATION UTG.......................................68UTG.......................................74
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT OF UTG................................................71UTG...............................................75
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................74TRANSACTIONS...................79
ITEM 14. CONTROLS AND PROCEDURES..........................................82
PART IV.......................................................................77IV.......................................................................83
ITEM 14.15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K..............................................778-K.....................................................83
PART IITEM 1. BUSINESSFORWARD-LOOKING INFORMATION
Any forward-looking statement contained herein or in any other oral or written
statement by the company or any of its officers, directors or employees is
qualified by the fact that actual results of the companyCompany may differ materially
from those projected in forward-looking statements. Additional information
concerning factors that could cause actual results to differ from those in the
forward-looking statements is contained in "Management's Discussion and Analysis
of Financial Condition and Results of Operations."
OVERVIEW
United Trust Group, Inc. (the "Registrant") was incorporated in 1984, under the
laws of the State of Illinois to serve as an insurance holding company. The
Registrant and its subsidiaries (the "Company") have only one significant
industry segment - insurance. The Company's dominant business is individual life
insurance, which includes the servicing of existing insurance business in force,
the solicitation of new individual life insurance, and the acquisition of other
companies in the insurance business.business, and the administration processing of life
insurance business for other entities.
At December 31, 2001,2002, significant majority-owned subsidiaries of the Registrant
were as depicted on the following organizational chart:
This document at times will refer to the Company'sRegistrant'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, a Kentucky
corporation, ("FSF") and First Southern Bancorp, Inc. ("FSBI"), a bankfinancial
services holding company that owns 100% of First Southern National Bank
("FSNB"), which operates out of 14 locations in central 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 December 31, 20012002 Mr. Correll owns or controls directly and
indirectly approximately 60% of UTG.
On September 4, 2001, FSF and FSBI (and their principals) restructured the
manner in which they hold shares ofUTG's outstanding stock.
UTG by formingis a new limited liability
company under Kentucky law, First Southern Holdings, LLC ("FSH"). FSBI
contributed to FSH shares of UTG common stock held by it and cash in exchange
for a 99% membership interest in FSH. FSF contributed to FSH shares of UTG
common stock held by it, subject to notes payable which were assumed by FSF in
exchange for a 1% membership interest in FSH.
The holding companies within the group, UTG and FCC, are life insurance holding companies. Thesecompany. The focus of UTG is the acquisition of
other companies in similar lines of business and management of the insurance
subsidiaries. UTG has no activities outside the life insurance focus. The UTG
companies became members of the same affiliated group through a history of
acquisitions in which life insurance companies were involved. The
focusEffective on June
12, 2002, First Commonwealth Corporation ("FCC"), a former life insurance
holding company and a then 82% owned subsidiary of UTG, merged with and into
UTG, with UTG being the surviving corporation of the holding companies is the acquisition of other companies in similar
lines of business and managementmerger. As a result of the
insurance subsidiaries. The companies
have no activities outsidemerger, UG became a direct wholly-owned subsidiary of UTG. (See Note 15 to the
life insurance focus.financial statements for additional information regarding the merger.)
The insurance companies of the group, UG, APPL and ABE, all operate in the
individual life insurance business. The primary focus of these companies has
been the servicing of existing insurance business in force and the solicitation
of new insurance business.
REC is a wholly owned subsidiary of UTG, which was incorporated under the laws
of the State of Delaware on June 1, 1971, for the purpose of dealing and
brokering in securities. REC acts as an agent for its customers by placing
orders of mutual funds and variable annuity contracts which are placed in the
customers' names, the mutual fund shares and variable annuity accumulation units
are held by the respective custodians, and the only financial involvement of REC
is through receipt of commission (load). REC was originally established to
enhance the life insurance sales by providing an additional option to the
prospective client. The objective was to provide an insurance sale and mutual
fund sale in tandem. REC functions at a minimum broker-dealer level. It does not
maintain any of its customer accounts nor receives customer funds directly.
Operating activity of REC accounts for less than $100,000 of earnings annually.
North PlazaNORTH PLAZA is a wholly owned subsidiary of UTG, which owns for investment
purposes, a shopping center in Somerset, Kentucky, approximately 12,000 acres of
timberland in Kentucky, and a 50% partnership interest in an additional 11,000
acres of Kentucky timberland. Operating activity of North Plaza accounts for
less than $100,000 of earnings annually.
HAMPSHIRE PLAZA is 67% owned subsidiary of UG, which owns for investment
purposes, a property consisting of a twenty story, 254,228 square foot office
tower, and 72,382 square foot attached retail plaza totaling 326,610 square feet
along with an attached 349 space parking garage, in New Hampshire. Operating
activity of Hampshire Plaza accounted for approximately $150,000 of earnings in
the current year.
HISTORY
UTG was incorporated December 14, 1984, as an Illinois corporation. The original
name was United Trust, Inc. ("UTI"). The name was changed in 1999 following a
merger with United Income Inc. ("UII"). During its first two and a halfone-half years,
UTG was engaged in an intrastate public offering of its securities, raising over
$12,000,000 net of offering costs. In 1986, UTG formed a life insurance
subsidiary, United Trust Assurance Company ("UTAC"), and by 1987 began selling
life insurance products.
On June 16, 1992, UTG and its affiliates acquired 67% of the outstanding common
stock of the now dissolved Commonwealth Industries Corporation, ("CIC") for a
purchase price of $15,567,000. Following the acquisition UTG controlled eleven
life insurance subsidiaries and six holding companies. The Company has taken
several steps to streamline and simplify the corporate structure following the
acquisitions, including dissolution of intermediate holding companies and
mergers of several life insurance companies.
On November 20, 1998, FSF and affiliates acquired 929,904 shares of common stock
of UTG from UTG and certain UTG shareholders. As consideration for the shares,
FSF paid UTG $10,999,995 and certain shareholders of UTG $999,990 in cash.
Following this transaction, FSF and its affiliates were the largest shareholder
of UTG. At December 31, 2001,2002, Mr. JessJesse T. Correll controls approximately 60% of
the outstanding common stock of UTG either directly or through various
affiliated entities including FSH.
During 1999, the Company made several significant changes to streamline and
simplify its corporate structure. There were two mergers, and a liquidation,
reducing the number of holding companies to two and the number of life insurance
companies to three (refer to the organizational chart on page 3).three. The first merger and company liquidation took place in July
of 1999. Prior to July 1999, UTG was known as United Trust, Inc. ("UTI"). UTI
and United Income, Inc. ("UII") owned 100% of the former United Trust Group,
Inc., (which was formed in February of 1992 and liquidated in July of 1999 - referred to as "UTGL99"). Through1999)
through a shareholder vote and special meeting on July 26, 1999, UII merged into
UTI, and simultaneously with the merger, UTGL99the former UTG was liquidated and UTI
changed its corporate name to United Trust Group, Inc. The second merger
occurred on December 29, 1999, when UG was the survivor to a merger with its
100% owned subsidiary United Security Assurance Company ("USA").
The first merger transaction, and an anterior corresponding proposal to increase
the number of authorized shares of UTG common stock from 3,500,000 to 7,000,000,
received necessary shareholder approvals at a special meeting and vote held on
July 26, 1999. The Board of Directors of the respective companies concluded that
the merger would benefit the business operations of UTG and UII and their
respective stockholders by creating a larger more viable life insurance holding
groupCompany with lower
administrative costs, a simplified corporate structure, and more readily
marketable securities. The second merger was completed as a part of management's
efforts to reduce costs and simplify the corporate structure.
On December 31, 1999, UTG and Jesse T. Correll entered into a transaction
whereby Mr. Correll, in combination with other individuals, made an additional
equity investment in UTG. Under the terms of the Stock Acquisition Agreement,
Mr. Correll and certain of his affiliates contributed their 100% ownership of
North Plaza of Somerset, Inc. to UTG in exchange for 681,818 authorized but
unissued shares of UTG common stock. The Board of Directors of UTG approved the
transaction at their regular quarterly board meeting held on December 7, 1999.
North Plaza of Somerset, Inc. owned for investment purposes, a shopping center
in Somerset, Kentucky, approximately 12,000 acres of timberland in Kentucky, and
a 50% partnership interest in an additional 11,000 acres of Kentucky timberland.
North Plaza had no debt. The net assets were valued at $7,500,000, which equates
to $11.00 per share for the new shares of UTG that were issued in the
transaction.
On September 27, 2001, UG purchased real estate at a cost of $6,333,336 from an
outside third party through the formation of an LLC in which UG is a two-thirds
owner. The other one-third partner is Millard V. Oakley, who is a director of
UTG. Hampshire Plaza, LLC consists of a twenty story, 254,000 square foot office
tower, an attached 72,000 square foot plaza, and an attached parking garage with
approximately 350 parking spaces located in Manchester, New Hampshire.
On October 26, 2001, APPL effected a reverse stock split, as a result of which
(i) it became a wholly-owned subsidiary of UG, and an indirect wholly-owned
subsidiary of FCC and UTG, and (ii) its minority shareholders received an
aggregate of $1,055,294.50$1,055,295 in respect of their shares. Prior to the reverse stock
split, UG owned 88% of the outstanding shares of APPL.
On June 12, 2002, FCC a life insurance holding company and a then 82% owned
subsidiary of UTG, merged with and into UTG, with UTG being the surviving
corporation of the merger. Minority shareholders of FCC (other than shares held
by UTG or shares held in treasury by FCC or by any of its subsidiaries) received
an aggregate of $2,480,000 in respect of their shares.
On October 1, 2002, APPL entered into a 100% coinsurance agreement with UG,
whereby APPL ceded and UG assumed all policies in force of APPL. UG assumed
ownership of APPL's 100% investment in ABE as a result of this transaction.
PRODUCTS
UG's portfolio consists of two universal life insurance products. Universal life
insurance is a form of permanent life insurance that is characterized by its
flexible premiums, flexible face amounts, and unbundled pricing factors.
The Company's primary universal life insurance product is referred to as the
"Century 2000".
This product was introduced to the marketing force in 1993. This product has a
minimum face amount of $25,000"UL90A", it is issued for ages 0 - 65 and currently credits 4.5% interest with a
guaranteed rate of 4.5% in the first 20 years and 3% in years 21 and greater.
The policy values are subject to a $4.50 monthly policy fee, an administrative
load and a premium load of 6.5% in all years. The premium and administrative
loads are a general expense charge, which is added to a policy's net premium to
cover the insurer's cost of doing business. A premium load is assessed upon the
receipt of a premium payment. An administrative load is a monthly maintenance
charge. The administrative load and surrender charge is based on the issue age,
sex and rating class of the policy. A surrender charge is effective for the
first 14 policy years. In general, the surrender charge is very high in the
early years and then declines to zero at the end of 14 years. Policy loans are
available at 7% interest in advance. The policy's accumulated fund will be
credited the guaranteed interest rate in relation to the amount of the policy
loan.
The second universal life product referred to as the "UL90A", has a minimum face amount of $25,000.
The administrative load is based on the issue age, sex and rating class of the
policy. Policy fees vary from $1 per month in the first year to $4 per month in
the second and third years and $3 per month each year thereafter. The UL90A
currently credits 4.5% interest with a 4.5% guaranteed interest rate. Partial
withdrawals, subject to a remaining minimum $500 cash surrender value and a $25
fee, are allowed once a year after the first duration. Policy loans are
available at 7%7.4% interest in advance. The policy's accumulated fund will be
credited the guaranteed interest rate in relation to the amount of the policy
loan. Surrender charges are based on a percentage of target premium starting at
120% for years 1-5 then grading downward to zero in year 15. This policy
contains a guaranteed interest credit bonus for the long-term policyholder. From
years 10 through 20, additional interest bonuses can be earned if certain
criteria are met, primarily relating to the total amount of premiums paid, with
a total in the twentieth year of 1.375%. The bonus is credited from the policy
issue date and is contractually guaranteed.
In 2003 UG replaced its "Century 2000" product with a new universal life
contract; the "Legacy" product. This product was designed for use with several
distribution channels including the Company's own internal agents, bank
agent/employees and through personally producing general agents "PPGA". Similar
to the UL90A this policy is issued for ages 0 - 65, in face amounts down to
$25,000. But unlike the Century 2000 this product was designed with level
commissions. The Legacy product has a current declared interest rate of 4.0%,
which is equal to its guaranteed rate. After five years the guaranteed rate
drops to 3.0%. During the first five years the policy fee will be $6.00 per
month on face amounts less than $50,000 and $5.00 per month for larger amounts.
After the first five years the Company may increase this rate but not more than
$8.00 per month. The policy has other loads that vary based upon issue age and
risk classification. Partial withdrawals, subject to a remaining minimum $500
cash surrender value and a $25 fee, are allowed once a year after the first
duration. Policy loans are available at 7.4% interest in advance. The policy's
accumulated fund will be credited the guaranteed interest rate in relation to
the amount of the policy loan. Surrender charges are based on a percentage of
target premium starting at 100% for years 1 and 2 then grading downward to zero
in year 5.
The Company's actual experience for earned interest, persistency and mortality
varies from the assumptions applied to pricing and for determining premiums.
Accordingly, differences between the Company's actual experience and those
assumptions applied may impact the profitability of the Company. The minimum
interest spread between earned and credited rates is 1% on the "Century 2000"
universal life insurance product. The Company
monitors investment yields, and when necessary adjusts credited interest rates
on its insurance products to preserve targeted interest spreads. Credited rates
are reviewed and established by the Board of Directors of the respective life
insurance subsidiaries.
APPL markets traditional non-participating products that include the 10-pay life
traditional product and preferred whole life plans. The 10-pay life traditional
product is a limited pay product whereby the owner pays premiums over a 10-year
period. At the end of the 10th year, no further premiums are paid and the
insurance remains in-force. The preferred whole life plan is a traditional whole
life product similar to 10-pay life plan other than premiums are payable over
the entire life of the contract.
The Company believes its premium rates are competitive with other insurers doing
business in the states in which the Company is marketing its products.
The Company markets other products, none of which isare significant to operations.
The Company has a variety of policies in force different from those, which are
currently being marketed. Interest sensitive products, including universal life
and excess interest whole life ("fixed premium UL"), account for 57%54% of the
insurance in force. Approximately 22%18% of the insurance in force is participating
business, which represents policies under which the policyowner shares in the
insurance companies statutory divisible surplus. The Company's average
persistency rate for its policies in force for 20012002 and 20002001 has been 91.6%93.6% and
89.8%91.6%, respectively. The Company does not anticipate any material fluctuations
in rates in the future that may result from competition.
Interest sensitive life insurance products have characteristics similar to
annuities with respect to the crediting of a current rate of interest at or
above a guaranteed minimum rate and the use of surrender charges to discourage
premature withdrawal of cash values. Universal life insurance policies also
involve variable premium charges against the policyholder's account balance for
the cost of insurance and administrative expenses. Interest-sensitive whole-life
products generally have fixed premiums. Interest-sensitive life insurance
products are designed with a combination of front-end loads, periodic variable
charges, and back-end loads or surrender charges.
Traditional life insurance products have premiums and benefits predetermined at
issue; the premiums are set at levels that are designed to exceed expected
policyholder benefits and Company expenses. Participating business is
traditional life insurance with the added feature of an annual return of a
portion of the premium paid by the policyholder through a policyholder dividend.
This dividend is set annually by the Board of Directors of each insurance
company and is completely discretionary.
MARKETING
New business production has been declining the past several years. In 2001,2002, the
Companies issued 118141 universal life insurance contracts and 32359 traditional life
insurance contracts. In 1999 management significantly scaled back on home office
support of marketing efforts in response to the declining new business
production adjusting expense levels relating to new business consistent with
current production. Management currently places little emphasis on new business
production, believing the Companies could better utilize their resources in
other ways. In 2001, the Company increased its emphasis on policy retention in
an attempt to improve current persistency levels. In this regard, several of the
home office staff have become licensed insurance agents enabling them broader
abilities when dealing with the customer in regards to their existing policies
and possible alternatives. This program isThe conservation efforts described above are
relatively new, but early indicationsresults are generally positive. Management will
continue to monitor the results of this
programthese efforts and make adjustments as deemed necessary.seen appropriate to
enhance the future success of the program.
Excluding licensed home office personnel, UG has a total of 25 general agents.
UG primarily markets its products in the Midwest region with most sales in the
states of Illinois and Ohio. Effective December 31, 2002, external market
efforts were discontinued in APPL hasas a totalpreamble to either the sale of 3 active agents who market
primarily to rural customers in the state of West Virginia.APPL's
charter or its merger with and into UG as further discussed herein. ABE has no
active agents. No individual sales agent accounted for over 10% of the Company's
premium volume in 2001.2002. The Company's sales agents do not have the power to bind
the Company.
ABE is licensed to sell life insurance in Alabama, Arizona, Illinois, Indiana,
Louisiana and Missouri. During 2001,2002, Illinois and Indiana accounted for 36%39% and
38%34%, respectively of ABE's direct premiums collected.
APPL is licensed to sell life insurance in Alabama, Arizona, Arkansas, Colorado,
Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Missouri, Montana,
Nebraska, Ohio, Oklahoma, Pennsylvania, Tennessee, Utah, Virginia, West Virginia
and Wyoming. During 2001,2002, West Virginia accounted for 87%88% of APPL's direct
premiums collected.
UG is licensed to sell life insurance in Alabama, Arizona, Arkansas, Colorado,
Delaware, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Massachusetts, Minnesota, Mississippi, Missouri, Montana, Nebraska,
Nevada, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon,
Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas,
Utah, Virginia, Washington, West Virginia and Wisconsin. During 2001,2002, Illinois
accounted for 20%21%, and Ohio accounted for 32%30% of direct premiums collected. No
other state accounted for more than 6% of direct premiums collected in 2001.2002.
In 2001, $22,864,3302002, $20,528,655 of total direct premium was collected by the insurance
subsidiaries. Ohio accounted for 28%26%, Illinois accounted for 18%19%, and West
Virginia accounted for 12% of total direct premiums collected.
UNDERWRITING
The underwriting procedures of the insurance subsidiaries are established by
management. Insurance policies are issued by the Company based upon underwriting
practices established for each market in which the Company operates. Most
policies are individually underwritten. Applications for insurance are reviewed
to determine additional information required to make an underwriting decision,
which depends on the amount of insurance applied for and the applicant's age and
medical history. Additional information may include inspection reports, medical
examinations, and statements from doctors who have treated the applicant in the
past and, where indicated, special medical tests. After reviewing the
information collected, the Company either issues the policy as applied for or
with an extra premium charge because of unfavorable factors or rejects the
application. Substandard risks may be referred to reinsurers for full or partial
reinsurance of the substandard risk.
The Company's insurance subsidiaries require blood samples to be drawn with
individual insurance applications for coverage over $45,000 (age 46 and above)
or $95,000 (ages 16-45). Blood samples are tested for a wide range of chemical
values and are screened for antibodies to the HIV virus. Applications also
contain questions permitted by law regarding the HIV virus, which must be
answered by the proposed insureds.
RESERVES
The applicable insurance laws under which the insurance subsidiaries operate
require that each insurance company report policy reserves as liabilities to
meet future obligations on the policies in force. These reserves are the amounts
which, with the additional premiums to be received and interest thereon
compounded annually at certain assumed rates, are calculated in accordance with
applicable law to be sufficient to meet the various policy and contract
obligations as they mature. These laws specify that the reserves shall not be
less than reserves calculated using certain mortality tables and interest rates.
The liabilities for traditional life insurance and accident and health insurance
policy benefits are computed using a net level method. These liabilities include
assumptions as to investment yields, mortality, withdrawals, and other
assumptions based on the life insurance subsidiaries' experience adjusted to
reflect anticipated trends and to include provisions for possible unfavorable
deviations. The Company makes these assumptions at the time the contract is
issued or, in the case of contracts acquired by purchase, at the purchase date.
Benefit reserves for traditional life insurance policies include certain
deferred profits on limited-payment policies that are being recognized in income
over the policy term. Policy benefit claims are charged to expense in the period
that the claims are incurred. Current mortality rate assumptions are based on
1975-80 select and ultimate tables. Withdrawal rate assumptions are based upon
Linton B or Linton C, which are industry standard actuarial tables for
forecasting assumed policy lapse rates.
Benefit reserves for universal life insurance and interest sensitive life
insurance products are computed under a retrospective deposit method and
represent policy account balances before applicable surrender charges. Policy
benefits and claims that are charged to expense include benefit claims in excess
of related policy account balances. Interest crediting rates for universal life
and interest sensitive products range from 4.0% to 5.5% for the yearyears ended
December 31, 2002 and 2001, and 4.5% to 5.5% for the yearsyear ended December 31,
2000 and
1999.2000.
REINSURANCE
As is customary in the insurance industry, the insurance subsidiaries of the
Company cede insurance to, and assume insurance from, other insurance companies
under reinsurance agreements. Reinsurance agreements are intended to limit a
life insurer's maximum loss on a large or unusually hazardous risk or to obtain
a greater diversification of risk. The ceding insurance company remains
primarily liable with respect to ceded insurance should any reinsurer be unable
to meet the obligations assumed by it. However, it is the practice of insurers
to reduce their exposure to loss to the extent that they have been reinsured
with other insurance companies. The Company sets a limit on the amount of
insurance retained on the life of any one person. The Company will not retain
more than $125,000, including accidental death benefits, on any one life. At
December 31, 2001,2002, the Company had gross insurance in force of $2.630$2.441 billion of
which approximately $654$527 million was ceded to reinsurers.
The Company's reinsured business is ceded to numerous reinsurers. The Company
believes the assuming companies are able to honor all contractual commitments,
based on the Company's periodic reviews of their financial statements, insurance
industry reports and reports filed with state insurance departments.
Currently, the Company is utilizing reinsurance agreements with Business Mens'
Assurance Company, ("BMA") and Life Reassurance Corporation of America, ("LIFE
RE"). Recently, Swiss Re Life and Health America Incorporated merged into LIFE
RE and the merged entity was renamed Swiss Re Life and Health America Incorporated
("SWISS RE"). BMA and SWISS RE currenty hold an "A" (Excellent), and "A++"
(Superior) rating, respectively, from A.M. Best, an industry rating company. The
reinsurance agreements were effective December 1, 1993, and cover all new
business of the Company. The agreements are a yearly renewable term ("YRT")
treaty where the Company cedes amounts above its retention limit of $100,000
with a minimum cession of $25,000.
UG entered a coinsurance agreement with Park Avenue Life Insurance Company
("PALIC") as of September 30, 1996. Under the terms of the agreement, UG ceded
to PALIC substantially all of its paid-up life insurance policies. Paid-up life
insurance generally refers to non-premium paying life insurance policies. PALIC
and its ultimate parent The Guardian Life Insurance Company of America
("Guardian"), currently hold an "A" (Excellent), and "A+" (Superior) rating,
respectively, from A.M. Best, an industry rating company. The agreement with
PALIC accounts for approximately 66% of the reinsurance receivables, as of
December 31, 2001.2002.
On September 30, 1998, UG entered into a coinsurance agreement with The
Independent Order of Vikings, an Illinois fraternal organization ("IOV"). Under
the terms of the agreement, UG agreed to assume on a coinsurance basis, 25% of
the reserves and liabilities arising from all inforce insurance contracts issued
by the IOV to its members. At December 31, 2001,2002, the IOV insurance inforce was
approximately $1,696,000,$1,700,000, with reserves being held on that amount of
approximately $403,500.$400,000.
On June 1, 2000, UG assumed an already existing coinsurance agreement, dated
January 1, 1992, between Lancaster Life Reinsurance Company, an Arizona
corporation ("LLRC") and Investors Heritage Life Insurance Company, a
corporation organized under the laws of the Commonwealth of Kentucky ("IHL").
Under the terms of the agreement, LLRC agreed to assume from IHL a 90% quota
share of new issues of credit life and accident and health policies that have
been written on or after January 1, 1992 through various branches of the First
Southern National Bank. The maximum amount of credit life insurance that can be
assumed on any one individual's life is $15,000. UG assumed all the rights and
obligations formerly held by LLRC as the reinsurer in the agreement. LLRC
liquidated its charter immediately following the transfer. At December 31, 2001,2002,
IHL has insurance inforce of approximately $4,148,000.$3,700,000, with reserves being held
on that amount of approximately $45,000.
On October 1, 2002, APPL entered into a 100% coinsurance agreement, with UG,
whereby APPL ceded and UG assumed all policies in force of APPL as of the
effective date of the agreement. Under the coinsurance arrangement, UG has
primary responsibility for the policies, but APPL remains contingently liable
for the policies. At December 31, 2002, APPL has insurance inforce of
approximately $160,000,000, with reserves being held on that amount of
approximately $20,800,000, which were assumed by UG in the transaction.
The Company does not have any short-duration reinsurance contracts. The effect
of the Company's long-duration reinsurance contracts on premiums earned in 2002,
2001 2000 and 19992000 was as follows:
Shown in thousands
--------------------------------------------------------------------------------------------------------
2002 2001 2000 1999
Premiums Premiums Premiums
Earned Earned Earned
-------------- ------------- ----------------------------- ---------------- ----------------
Direct $ 18,597 $ 20,333 $ 22,970
$ 25,539
Assumed 96 111 76
20
Ceded (2,701) (3,172) (3,556)
(3,978)
-------------- ------------- ----------------------------- ---------------- ----------------
Net premiums $ 15,992 $ 17,272 $ 19,490
$ 21,581
============== ============= ============================= ================ ================
INVESTMENTS
Investment income represents a significant portion of the Company's total
income. Investments are subject to applicable state insurance laws and
regulations, which limit the concentration of investments in any one category or
class and further limit the investment in any one issuer. Generally, these
limitations are imposed as a percentage of statutory assets or percentage of
statutory capital and surplus of each company.
The following table reflects net investment income by type of investment.
December 31,
-------------------------------------------------------------------------------------------
2002 2001 2000
1999
------------- ------------- ------------------------- ------------
Fixed maturities and fixed maturities
held for sale $ 10,302,735 $ 10,831,162 $ 11,775,706
$ 11,886,968
Equity securities 131,778 131,263 116,327
91,429
Mortgage loans 1,749,935 2,715,834 1,777,374
1,079,332
Real estate 730,501 488,168 611,494
389,181
Policy loans 965,227 970,142 997,381 991,812
Other long-term investments 0 0 655,418 63,528
Short-term investments 26,522 110,229 158,378
147,726
Cash 211,293 606,128 936,433
850,836------------ ------------- ------------- ------------------------
Total consolidated investment income 14,117,991 15,852,926 17,028,511
15,500,812
Investment expenses (771,167) (785,867) (942,678)
(971,275)------------ ------------- ------------- ------------------------
Consolidated net investment income $ 13,346,824 $ 15,067,059 $ 16,085,833
$ 14,529,537============ ============= ============= ========================
At December 31, 2001,2002, the Company had a total of $200,000$656,716 in investment real
estate and $1,477,950 in equity securities, which did not produce income during
2001.2002.
The following table summarizes the Company's fixed maturities distribution at
December 31, 20012002 and 20002001 by ratings category as issued by Standard and Poor's,
a leading ratings analyst.
Fixed MaturitiesRating % of Portfolio
----------------------------------------
2002 2001
2000
-------- ------------------ ----------
Investment Grade
AAA 65% 61%
48%
AA 3% 6% 16%
A 24% 27%24%
BBB 6% 8% 9%
Below investment grade 2% 1%
0%
-------- ------------------ ----------
100% 100%
======== ================== ==========
The following table summarizes the Company's fixed maturities and fixed
maturities held for sale by major classification.
Carrying Value
------------------------------------------------------------------------
2002 2001
2000
----------------- ------------------------------- --------------
U.S. government and government agencies $ 43,087,59635,127,381 $ 66,795,11143,087,596
States, municipalities and political subdivisions 8,407,263 11,990,823 15,524,611
subdivisions
Collateralized mortgage obligations 66,881,569 54,132,094 9,140,804
Public utilities 15,134,965 22,219,127
27,287,454
Corporate 41,481,003 42,204,195
46,303,263
----------------- ------------------------------- --------------
$ 167,032,181 $ 173,633,835
$ 165,051,243
================= =============================== ==============
The following table shows the composition, and average maturity and yield of the
Company's investment portfolio at December 31, 2001.2002.
Average
Carrying Average Average
Investments Value Maturity Yield
----------------------------- ----------------------------------------- ---------------- -------------- ----------------
Fixed maturities and fixed
maturities held for sale $ 169,342,539170,333,008 5 years 6.40%6.05%
Equity securities 4,491,1444,368,293 Not applicable 2.92%3.02%
Mortgage Loans 28,141,783 523,595,861 4 years 9.65%7.42%
Investment real estate 15,761,34817,865,132 Not applicable 3.10%4.09%
Policy loans 13,849,67813,477,480 Not applicable 7.00%7.16%
Short-term investments 1,133,890479,529 190 days 8.25%5.53%
Cash and cash equivalents 15,271,21219,763,917 On demand 3.97%
-------------1.07%
----------------
Total Investments and Cash $ 247,991,594 6.39%
=============249,833,220 5.65%
================
At December 31, 2001,2002, fixed maturities and fixed maturities held for sale have a
combined market value of $176,353,850.$169,221,583. Fixed maturities held to maturity are
carried at amortized cost. Management has the ability and intent to hold these
securities until maturity. Fixed maturities held for sale are carried at market.
The Company holds $581,382$377,676 in short-term investments. Management monitors its
investment maturities, which in their opinion is sufficient to meet the
Company's cash requirements. Fixed maturities of $17,266,473$28,242,778 mature in one year
and $84,495,730$60,230,897 mature in two to five years.
The Company holds $23,386,895$23,804,827 in mortgage loans, which represents approximately
7% of the total assets. All mortgage loans are first position loans. 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. Loans issued are
limited to no more than 80% of the appraised value of the property and must be
first position against the collateral.
The Company has one loan of $28,536, which isno mortgage loans in default and in the process of foreclosure.
The Company also has no loans which are under a repayment plan or restructuring. Letters
are sent to each mortgagee when the loan becomes 30 days or more delinquent.
Loans 90 days or more delinquent are placed on a non-performing status and
classified as delinquent loans. Reserves for loan losses are established based
on management's analysis of the loan balances compared to the expected
realizable value should foreclosure take place. Loans are placed on a
non-accrual status based on a quarterly analysis of the likelihood of repayment.
All delinquent and troubled loans held by the Company are loans, which were held
in portfolios by acquired companies at the time of acquisition. 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.
The Company has in place a monitoring system to provide management with
information regarding potential troubled loans. Management is provided with a
monthly listing of loans that are 30 days or more past due along with a brief
description of what steps are being taken to resolve the delinquency. Quarterly,
coinciding with external financial reporting, the Company determines how each
delinquent loan should be classified. All loans 90 days or more past due are
classified as delinquent. Each delinquent loan is reviewed to determine the
classification and status the loan should be given. 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 day's delinquent to cause an automatic non-accrual status.
In 1999,the past few years the Company began investinghas invested more of its funds in mortgage
loans. This is the result of increased mortgage opportunities available through
FSNB, an affiliate of Jesse Correll. Mr. Correll is the CEO and Chairman and CEO of as well as a
directorthe
board of directors of UTG FCC and their three insurance company subsidiaries.is, directly and through his affiliates, the
largest shareholder of UTG. 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. During 2002, 2001 and 2000 the Company issued approximately $6,920,000,
$4,535,000 and $21,863,000 in new mortgage loans.loans respectively. These new loans
were originated through FSNB and funded by the Company through participation
agreements with FSNB. FSNB services the loans covered by these participation
agreements. 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 amount to cover
costs incurred by FSNB relating to the processing and establishment of the loan.
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. During 2001, the Company sold mortgage loans
with a prior allowance of $140,000 and recorded a net loss of $20,000 decreasing
the allowance to $120,000 maintained for potential mortgage loan losses. The
current allowance represents approximately 50% of the total outstanding loan
balances on certain loans identified by management. Although most of these loans
are currently in good standing, due to economic depression in the region these
loans are located, a significant potential for future losses exists.
In addition, the Company also attempts to ensure that current and adequate
insurance on the properties underlying the mortgages is being maintained. The
Company requires proof of insurance on each loan and further requires to be
shown as a lienholder on the policy so that any change in coverage status is
reported to the Company. Proof of payment of real estate taxes is another
monitoring technique utilized by the Company. Management believes a change in
insurance status or non-payments of real estate taxes are indicators that a loan
is potentially troubled. Correspondence with the mortgagee is performed to
determine the reasons for either of these events occurring.
The following table shows a distribution of the Company's mortgage loans by type.
Mortgage Loans Amount % of Total
- --------------------------------------------- ---------------- ------------- ----------
Commercial - insured or guaranteed $ 1,923,3651,830,145 8%
Commercial - all other 18,343,133 78%18,998,638 80%
Farm 2,903,2592,799,976 12%
Residential - insured or guaranteed 111,655 1%96,228 0%
Residential - all other 105,483 1%79,840 0%
The following table shows a geographic distribution of the Company's mortgage
loan portfolio and investment real estate.
Mortgage Real
Loans Estate
------------ ----------
-------
Alabama 15%14% 0%
Illinois 0% 12%8%
Indiana 3% 0%
Kentucky 69% 51%
Louisiana 0% 1%72% 53%
New Hampshire 0% 36%39%
North Carolina 11% 0%
West Virginia 0%10% 0%
Other 2%1% 0%
------------ ---------- -------
Total 100% 100%
============ ========== =======
The following table summarizes delinquent mortgage loan holdings of the Company.
Delinquent
90 days or Moremore 2002 2001 2000
1999
- ----------------------------- ---------- ----------- ----------------------------------------- ------------- ------------- -------------
Non-accrual status $ 161,300 $ 164,941 $ 0
$ 0
Other 0 0 83,972 58,074
Reserve on delinquent
Loansloans (110,000) (110,000) 0
(10,000)
---------- ----------- ----------------------- ------------- -------------
Total delinquent $ 51,300 $ 54,941 $ 83,972
$ 48,074
========== =========== ======================= ============= =============
Interest income past due
(delinquent loans) $ 0 $ 0 $ 6,975
$ 1,296
========== =========== ======================= ============= =============
In process of restructuring $ 0 $ 0 $ 0
Restructuring on other
Thanthan market terms 0 0 0
Other potential problem
Loansloans 1,709 9,299 215,481
124,883
---------- ----------- ----------------------- ------------- -------------
Total problem loans $ 1,709 $ 9,299 $ 215,481
$ 124,883
========== =========== ======================= ============= =============
Interest income foregone
(restructured loans) $ 0 $ 0 $ 0
========== =========== ======================= ============= =============
In process of foreclosure $ 0 $ 28,536 $ 0
$ 0
---------- ----------- ----------------------- ------------- -------------
Total foreclosed loans $ 0 $ 28,536 $ 0
$ 0
========== =========== ======================= ============= =============
Interest income foregone
(restructured loans) $ 0 $ 2,497 $ 0
$ 0
========== =========== ======================= ============= =============
See Item 2, Properties, for description of real estate holdings.
COMPETITION
The insurance business is a highly competitive industry and there are a number
of other companies, both stock and mutual, doing business in areas where the
Company operates. Many of these competing insurers are larger, have more
diversified and established lines of insurance coverage, have substantially
greater financial resources and brand recognition, as well as a greater number
of agents. Other significant competitive factors in the insurance industry
include policyholder benefits, service to policyholders, and premium rates.
The insurance industry is a mature industry.Company's new business production decreased steadily and significantly over
the last several years. As such, the Company has not placed an emphasis on new
business production. Costs associated with supporting new business can be
significant. In recent years, the insurance industry as a whole has experienced
virtuallya decline in the total number of agents who sell insurance products, therefore
competition has intensified for top producing sales agents. The relatively small
size of the Companies, and the resulting limitations, has made it challenging to
compete in this area. In early 1999, management determined it could no growthlonger
continue to support the costs of new business in light of the declining trend
and no indication it would reverse itself. As such, at that time, existing
agents were allowed to continue marketing Company products, but the Company
significantly reduced home office support and discontinued sales leads to agents
using existing inforce policies. Thus, the number of agents marketing the
Company's products has reduced to a negligible number.
On June 1, 2001, the Company began performing administrative work as a third
party administrator ("TPA") for an unaffiliated life insurance sales, thoughcompany. The
business being administered is a closed block with approximately 250,000
policies, a majority of which are paid-up. The Company receives monthly fees
based on policy in force counts and certain other activity indicators such as
number of premium collections performed. During the aging
population has increased the demand for retirement savings products. The
products offered (see Products) byyear ended 2002 and 2001,
the Company received $521,782, and $299,905 for this work, respectively. These
TPA revenue fees are similar to those offered by
other major companies. The product features are regulated byincluded in the states and are
subject to extensive competition among major insurance organizations.line item "other income" on the Company's
consolidated statements of operations. The Company intends to pursue other TPA
arrangements, and in 2002 entered into an alliance with Fiserv Life Insurance
Solutions (Fiserv LIS), to provide TPA services to insurance companies seeking
business process outsourcing solutions. Fiserv LIS will be responsible for the
marketing and sales function for the alliance, as well as providing the
datacenter operations. UTG will staff the administration effort. Although still
in its early stages, management believes this alliance with Fiserv LIS positions
the Company to generate additional revenues by utilizing the Company's current
excess capacity and administrative services. Fiserv LIS is a strong service commitment to policyholders, efficiencyunit of Fiserv,
Inc. (Nasdaq: FISV) which is an independent, full-service provider of integrated
data processing and flexibility of operations, timely serviceinformation management systems to the agency force and the expertise
of its key executives help reduce the competitive pressures it facesfinancial industry,
headquartered in the
insurance industry.Brookfield, Wisconsin.
In 1999, Congress passed legislation reducing or eliminating certain barriers,
which existed between insurance companies, banks and brokerages. This
legislation opens markets for financial institutions to compete against one
another and to acquire one another across previously established barriers. This
creates both additional challenges and opportunities for the Company. The full
impact of these changes on the financial industries is still evolving, and the
Company continues to watch these changes and how they impact the Company. The
Company has considered the feasibility of a marketing opportunity with First
Southern National Bank ("FSNB") an affiliate of UTG's largest shareholder.
Management has considered various products including annuity type products,
mortgage protection products and existing insurance products, as a possibility
to market to all banking customers. This marketing opportunity has potential and
is believed to be a viable niche. The Company has recently designed the
"Horizon" annuity product as well as the "Legacy" life product, which are both
to be used in marketing efforts by FSNB. The introduction of these new products
is currently not expected to produce significant premium writings.
GOVERNMENT REGULATION
The Company's insurance subsidiaries are assessed contributions by life and
health guaranty associations in almost all states to indemnify policyholders of
failed companies. In several states the company may reduce, premium taxes paid
to recover a portion of assessments paid to the states' guaranty fund
association. This right of "offset" may come under review by the various states,
and the company cannot predict whether and to what extent legislative
initiatives may affect this right to offset. In addition, some state guaranty
associations have adjusted the basis by which they assess the cost of
insolvencies to individual companies. The Company believes that its reserve for
future guaranty fund assessments is sufficient to provide for assessments
related to known insolvencies. This reserve is based upon management's current
expectation of the availability of this right of offset, known insolvencies and
state guaranty fund assessment bases. However, changes in the basis whereby
assessments are charged to individual companies and changes in the availability
of the right to offset assessments against premium tax payments could materially
affect the company's results.
Currently, the Company's insurance subsidiaries are subject to government
regulation in each of the states in which they conduct business. Such regulation
is vested in state agencies having broad administrative power dealing with all
aspects of the insurance business, including the power to: (i) grant and revoke
licenses to transact business; (ii) regulate and supervise trade practices and
market conduct; (iii) establish guaranty associations; (iv) license agents; (v)
approve policy forms; (vi) approve premium rates for some lines of business;
(vii) establish reserve requirements; (viii) prescribe the form and content of
required financial statements and reports; (ix) determine the reasonableness and
adequacy of statutory capital and surplus; and (x) regulate the type and amount
of permitted investments. Insurance regulation is concerned primarily with the
protection of policyholders. The Company cannot predict the impact of any future
proposals, regulations or market conduct investigations. The Company'sRegistrant's
insurance subsidiaries, UG APPL and ABEAPPL, are domiciled in the statesstate of Ohio, West
Virginia and Illinois, respectively.while
ABE is domiciled in the state of Illinois.
The insurance regulatory framework continues to be scrutinized by various
states, the federal government and the National Association of Insurance
Commissioners ("NAIC"). The NAIC is an association whose membership consists of
the insurance commissioners or their designees of the various states. The NAIC
has no direct regulatory authority over insurance companies. However, its
primary purpose is to provide a more consistent method of regulation and
reporting from state to state. This is accomplished through the issuance of
model regulations, which can be adopted by individual states unmodified,
modified to meet the state's own needs or requirements, or dismissed entirely.
Most states also have insurance holding company statutes, which require
registration and periodic reporting by insurance companies controlled by other
corporations licensed to transact business within their respective
jurisdictions. The insurance subsidiaries are subject to such legislation and
registered as controlled insurers in those jurisdictions in which such
registration is required. Statutes vary from state to state but typically
require periodic disclosure, concerning the corporation that controls the
registered insurers and all subsidiaries of such corporation. In addition, prior
notice to, or approval by, the state insurance commission of material
intercorporate transfers of assets, reinsurance agreements, management
agreements (see Note 9 in the notes to the consolidated financial statements), and payment of
dividends (see Note 2 in the notes to the consolidated financial statements) in excess of
specified amounts by the insurance subsidiary, within the holding company
system, are required.
Each year the NAIC calculates financial ratio results (commonly referred to as
IRIS ratios) for each insurance company. These ratios compare various financial
information pertaining to the statutory balance sheet and income statement. The
results are then compared to pre-established normal ranges determined by the
NAIC. Results outside the range typically require explanation to the domiciliary
insurance department.
At year-end 2001,2002, UG had one ratiotwo ratios outside the normal range, and APPL had three
ratios outside the normal range. All five ratios resulted from a 100%
coinsurance agreement between UG and APPL, which became effective on October 1,
2002. Under the terms of the agreement, APPL ceded and UG assumed all policies
in force of APPL as of the effective date of the agreement. The ratio is
related toagreement was
approved by the decrease in premium income. The decrease was attributable to the
continued business decline in new business writings combined with a decrease in
renewal premiums from normal terminationsOhio Department of existing business. As a result, UG
fell slightly outside the normal range for this ratio.Insurance.
The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. The
risk-based capital ("RBC") formula measures the adequacy of statutory capital
and surplus in relation to investment and insurance risks such as asset quality,
mortality and morbidity, asset and liability matching and other business
factors. The RBC formula is used by state insurance regulators as an early
warning tool to identify, for the purpose of initiating regulatory action,
insurance companies that potentially are inadequately capitalized. In addition,
the formula defines new minimum capital standards that will supplement the
current system of low fixed minimum capital and surplus requirements on a
state-by-state basis. Regulatory compliance is determined by a ratio of the
insurance company's regulatory total adjusted capital, as defined by the NAIC,
to its authorized control level RBC, as defined by the NAIC. Insurance companies
below specific trigger points or ratios are classified within certain levels,
each of which requires specific corrective action. The levels and ratios are as
follows:
Ratio of Total Adjusted Capital to
Authorized Control Level RBC
Regulatory Event (Less Than or Equal to)
Company action level 2*
Regulatory action level 1.5
Authorized control level 1
Mandatory control level 0.7
* Or, 2.5 with negative trend.
At December 31, 2001,2002, each of the insurance subsidiaries has a Ratio that is in
excess of 4,5, which is 400%500% of the authorized control level; accordingly, the
insurance subsidiaries meet the RBC requirements.
The State of Florida began an investigation of industrial life insurance
policies in the fall of 1999 regarding policies with race-based premiums. This
investigation has quickly spread to other states and to other types of small
face amount policies and was expanded to consider the fairness of premiums for
all small policies including policies which did not have race-based premiums.
The NAIC historically has defined a "small face amount policy" as one with a
face amount of $15,000 or less. Under current reviews, some states have
increased this amount to policies of $25,000 or less. These states are
attempting to force insurers to refund "excess premiums" to insureds or
beneficiaries of insureds based on the recent American General settlement.insureds. The Company's insurance subsidiaries have no
race-based premium products, but do have policies with face amounts under the
above-scrutinized limitations. The outcome of this issue could be dramatic on
the insurance industry as a whole as well as the Company itself. The Company
will continue to monitor developments regarding this matter to determine to what
extent, if any, the Company may be exposed.
During 1999, Congress passed the Gramm-Leach-Bliley Financial Services
Modernization Act, which requires financial institutions, including all
insurers, to take certain steps to enhance privacy protections of nonpublic
personal information for consumers. It requires financial companies to tell
consumers how their financial information is protected, and what a company's
financial information sharing practices are, both within a corporate family and
with unrelated third parties. Companies must inform their customers of their
privacy policies and practices at the start of their business relationship, and
then at least once a year for the duration of the relationship. Companies also
must disclose the types of information that are shared. The privacy protections
under the act became effective November 13, 2000. Financial institutions had
until July 1, 2001, to establish and implement privacy policies. The Company has
implemented new procedures in response to this legislation and believes it has
complied with the requirements of this legislation.
A task force of the NAIC undertook a project to codify a comprehensive set of
statutory insurance accounting rules and regulations. Project results were
approved by the NAIC with an implementation date of January 1, 2001. Many states
in which the Company does business implemented these new rules with the same
effective date as proposed by the NAIC. The Company implemented these new
regulations effective January 1, 2001 as required. Implementation of these new
rules to date has not had a material financial impact on the insurance
subsidiaries financial position or results of operations. The NAIC continues to
modify and amend issue papers regarding codification. The Company will continue
to monitor this issue as changes and new proposals are made.
On October 26, 2001, President Bush signed into law the "USA PATRIOT" Act of
2001 ("the Patriot Act"). This Law, enacted in response to the terrorist attacks
of September 11, 2001, strengthens our Nation's ability to combat terrorism and
prevent and detect money-laundering activities. Under Section 352 of the Patriot
Act, financial institutions (definition includes insurance companies) are
required to develop an anti-money laundering program. The practices and
procedures implemented under the program should reflect the risks of money
laundering given the entity's products, methods of distribution, contact with
customers and forms of customer payment and deposits. In addition, Section 326
of the Patriot Act creates minimum standards for financial institutions
regarding the identity of their customers in connection with the purchase of a
policy or contract of insurance. Final regulations regarding the aforementioned
Patriot Act, are to be issued by the Department of the Treasury in the spring of
2003. In anticipation of the final regulations, the Company has instituted an
anti-money laundering program to comply with Section 352, and has communicated
this program throughout the organization. The Company is currently working on a
database program to facilitate compliance with Section 326. The Company will
monitor the release of the final regulations and make any adjustments needed for
continued compliance at that time.
On July 30, 2002, President Bush signed into law the "SARBANES-OXLEY" Act of
2002 ("the Act"). This Law, enacted in response to several high-profile business
failures, was developed to provide meaningful reforms that protect the public
interest and restore confidence in the reporting practices of publicly traded
companies. The implications of the Act to public companies (which includes UTG)
are vast, widespread, and evolving. Many of the new requirements will not take
effect or full effect until after calendar-year-end companies have completed
their 2002 annual reports. The Company has implemented requirements affecting
the current reporting period, and is continually monitoring, evaluating, and
planning implementation of requirements that will need to be taken into account
in future reporting periods.
EMPLOYEES
There are approximately 5852 persons who are employed full-time by the Company and its
subsidiaries.Company.
ITEM 2. PROPERTIES
The following table shows a breakout of property, net of accumulated
depreciation, owned and occupied by the Company and the distribution of real
estate by type.
Property owned Amount % of Total
Home Office $ 2,167,3172,029,272 10%
Investment real estate
Commercial 15,841,887 78%16,039,771 82%
Residential development 2,384,564 12%
---------- ---
18,226,451 1,464,0418%17,503,81290%
---------- ---
Grand total $20,393,768 $19,533,084100%
========== ====
Total investment real estate holdings represent approximately 6% of the total
assets of the Company net of accumulated depreciation of $169,281$460,170 and $307,294$169,281
at year-end 20012002 and 20002001 respectively. The Company owns an office complex in
Springfield, Illinois, which houses the primary insurance operations. The office
buildings in this complex contain 57,000 square feet of office and warehouse
space. The
propertiesspace, and are carried at $2,167,317.$2,029,272. Currently, the facilities occupied by the
Company are adequate relative to the Company's present operations.
Commercial property mainly consists of North Plaza, which owns for investment
purposes, a shopping center in Somerset, Kentucky, approximately 12,000 acres of
timberland in Kentucky, and a 50% partnership interest in an additional 11,000
acres of Kentucky timberland. The timberland is harvested and in various stages
of maturity. The property is carried at $9,350,153.$9,212,082.
During the fourth quarter of 2001, UG purchased real estate for $6,333,336 from
an outside third party through the formation of an LLC in which UG is a
two-thirds owner. The other one-third partner is Millard V. Oakley, who is a
Director of both UTG
and FCC.UTG. Hampshire Plaza, LLC consists of a twenty story, 254,000 square
foot office tower, an attached 72,000 square foot retail plaza, and an attached
parking garage with approximately 350 parking spaces located in Manchester, New
Hampshire for $6,333,336.Hampshire. The Company plans to invest approximately an additional $2,000,000$1,300,000
over the next few years in order to renovate and improve existing office space
within the building. The intent of these improvements would be made in order to
lease the office space in the near future. ADuring the first half of 2002 a
significant portion of existing office leases expires in earlyexpired. Subsequent to mid 2002.year-end
the Company obtained a new lease agreement whereby approximately 50% of the
building would become leased. The addition of this substantial lease agreement
will positively impact future cashflows on this investment. At December 31,
2001,2002, the property was carried at $6,491,734.$6,827,689.
Residential development property is primarily located in Springfield, Illinois,
and entails several developments, each targeted for a different segment of the
population. These targets include a development primarily for the first time
home buyer, an upscale development for existing homeowners looking for a larger
home, and duplex condominiums for those who desire maintenance free exteriors
and surroundings. The Company's primary focus in the past has been on the
development and sale of lots, with an occasional home construction to help
stimulate interest. During 2000, management determined it would be in the long
term best interests of the Company to discontinue development and attempt to
liquidate the remaining properties. At December 31, 2002, the Company had
$1,464,041 in residential development property. In February 2003, the Company
sold a significant portion of its residential development property known as Area
A for approximately $732,000. At December 31, 2002, this property was carried at
$450,000. Upon completion of the sale the Company realized a gain of
approximately $211,000.
ITEM 3. LEGAL PROCEEDINGS
David A. Morlan, individually and on behalf of all others similarly situated v.
Universal Guaranty Life Ins., United Trust Assurance Co., United Security
Assurance Co., United Trust Group, Inc. and First Commonwealth Corporation,
(U.S. District Court of Appeals for the Seventh Circuit, Appeal No. 01-3795)Southern District of Illinois)
On April 26, 1999, the above lawsuit was filed by David Morlan and Louis Black
in the Southern District of Illinois against Universal Guaranty Life Insurance
Company ("UG") and United Trust Assurance Company ("UTAC") (merged into UG in
1992). After the lawsuit was filed, the plaintiffs, who were former insurance
salesmen, amended their complaint, dropped Louis Black as a plaintiff, and added
United Security Assurance Company ("USAC"), (merged into UG in 1999) and UTG and FCC as
defendants. The plaintiffs are alleging that they were employees of UG, UTAC or
USAC rather than independent contractors. The plaintiffs are seeking class
action status and have asked to recover various employee benefits, costs and
attorneys' fees, as well as monetary damages based on the defendants' alleged
failure to withhold certain taxes. On September 18, 2001, the case was dismissed without prejudice because Morlan
lacked standing to pursue the claims against defendants. The plaintiffs have
appealed the dismissal of the case to the United States Court of AppealsA trial date has been currently set for
the
Seventh Circuit.
In addition to the appeal, a second action was filed entitled; Julie Barrette
Ahrens, David Dzuiban, William Milam, David Schneiderman, individually and on
behalf of all others similarly situated vs Universal Guaranty Life, United Trust
Assurance Company, United Security Assurance Company. United States District
Court for the Southern District of Illinois. Case No: 01-4314-JPG.August 26, 2003.
The Company continues to believe that it has meritorious grounds to defend both
the original and relatedthis
lawsuit, and it intends to defend the casescase vigorously. The Company believes that
the defense and ultimate resolution of the lawsuit should not have a material
adverse effect upon the business, results of operations or financial condition
of the Company. Nevertheless, if the lawsuit were to be successful, it is likely
that such resolution would have a material adverse effect on the Company's
business, results of operations and financial condition. At December 31, 2001,2002,
the Company maintains a liability of $300,000$250,000 to cover estimated legal costs
associated with the defense of this matter.
UTG and its subsidiaries are named as defendants in a number of legal actions
arising as a part of the ordinary course of business relating primarily to
claims made under insurance policies. Those actions have been considered in
establishing the Company's liabilities. Management is of the opinion that the
settlement of those actions will not have a material adverse effect on the
Company's financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS OF A VOTE OF SECURITY HOLDERS
NoneNo matters were submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 2002.
PART IIITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Registrant'sRegistrant is a public company whose common stock wasis traded on the NASDAQ Stock Market's Small-Cap
Issues system until the Registrant's voluntary de-listing on December 31, 2001.
Until that time, NASDAQ quotations were listed under the symbol UTGI. With the
doubling of annual listing fees beginning in 2002 from previous years by the
NASDAQ, the Registrant's Board of Directors discussed and approved a decision to
voluntarily de-list its common stock from NASDAQ effective at the close of
business on December 31, 2001. The Registrant remains a public company.
Subsequent to December 31, 2001, the Registrant's common stock has traded and
will trade in the
over-the-counter market. Over-the-counter quotations can be obtained with the
UTGI stock symbol.
The following table shows the high and low bid quotations for each quarterly
period during the past two years, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions. The quotations
below were acquired from the NASDAQ web site, which also provides quotes for
over-the-counter traded securities such as UTG. UTG was listed on the NASDAQ
small cap market up to December 31, 2001, at which time the Company voluntarily
de-listed the stock.
BID
PERIOD LOW HIGH
2002
First quarter 6.000 9.850
Second quarter 6.000 7.250
Third quarter 6.250 7.050
Fourth quarter 6.500 8.000
BIDPERIODLOWHIGH2001
First quarter 4.625 6.375
Second quarter 4.510 5.650
Third quarter 5.010 6.600
Fourth quarter 6.100 7.400
BID
PERIODLOWHIGH2000
First quarter 8.000 9.000
Second quarter 6.063 8.313
Third quarter 6.250 6.500
Fourth quarter 4.000 6.500
Primary Market Maker is:
J.J.B. Hilliard, W.L. Lyons
800-627-3557
UTG has not declared or paid any dividends on its common stock in the past two
fiscal years, and has no current plans to pay dividends on its common stock andas
it intends to retain all earnings for investment in and growth of the Company's
business. The payment of future dividends, if any, will be determined by the
Board of Directors in light of existing conditions, including the Company's
earnings, financial condition, business conditions and other factors deemed
relevant by the Board of Directors. See Note 2 in the accompanying consolidated
financial statements for information regarding dividend restrictions.
Numberrestrictions, including
applicable restrictions on the ability of Common Shareholders asthe Company's life insurance
subsidiaries to pay dividends up to the Registrant, which discussion is
incorporated herein by this reference.
As of March 1, 2003 there were 9,853 record holders of UTG common stock.
The following table reflects the Company's Employee and Director Stock Purchase
Plan Information:
- ------------------------------- ---------------------------- ----------------------------- ----------------------------
Plan category Number of securities to be Weighted-average exercise Number of securities
issued upon exercise of price of outstanding options, remaining available for
outstanding options, warrants and rights future issuance under
warrants and rights employee and director stock
purchase plans (excluding
securities reflected in
column (a))
(a) (b) (c)
- ------------------------------- ---------------------------- ----------------------------- ----------------------------
Employee and Director Stock
Purchase plans approved by
security holders
341,109
0 0
- ------------------------------- ---------------------------- ----------------------------- ----------------------------
Employee and Director Stock
Purchase plans not approved by
security holders
0 0 0
- ------------------------------- ---------------------------- ----------------------------- ----------------------------
Total 0 0 341,109
- ------------------------------- ---------------------------- ----------------------------- ----------------------------
On March 26, 2002, the Board of Directors of UTG adopted, and on June 11, 2002,
the shareholders of UTG approved, the United Trust Group, Inc. Employee and
Director Stock Purchase Plan. The Plan allows for the issuance of up to 400,000
shares of UTG common stock. The plan's purpose is 10,220.to encourage ownership of UTG
stock by eligible directors and employees of UTG and its subsidiaries by
providing them with an opportunity to invest in shares of UTG common stock. The
plan is administered by the Board of Directors of UTG. A total of 58,891 shares
of UTG common stock were issued under this plan in 2002, to eight individuals at
a purchase price of $12.00 per share. Each participant under the plan executed a
"stock restriction and buy-sell agreement", which among other things provides
UTG with a right of first refusal on any future sales of the shares acquired by
the participant under this plan. The purchase price of shares repurchased under
the stock restriction and buy-sell agreement shall be computed, on a per share
basis, equal to the sum of (i) the original purchase price paid to acquire such
shares from UTG and (ii) the consolidated statutory net earnings (loss) per
share of such shares during the period from the end of the month next preceding
the month in which such shares were acquired pursuant to the plan, to the end of
the month next preceding the month in which the sale of such shares to UTG
occurs. At December 31, 2002, shares issued under this program had a value of
$11.94 per share pursuant to the above formula.
The Company has no other stock plans.
ITEM 6. SELECTED FINANCIAL DATA
The following selected historical consolidated financial data should be read in
conjunction with "Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Item 8 - Financial Statements and
Supplementary Data" and other financial information included elsewhere in this
Form 10-K.
FINANCIAL HIGHLIGHTS
(000's omitted, except per share data)
2002 2001 2000 1999 1998
1997
---------- --------- --------- --------- ----------------------- ----------- ----------- ------------ ------------
Premium income
net of reinsurance $ 15,992 $ 17,272 $ 19,490 $ 21,581 $ 26,396
$ 28,639
Total revenues $ 30,170 $ 33,365 $ 35,747 $ 36,057 $ 40,885
$ 43,992
Net income (loss)* $ 1,500 $ 2,440 $ (696) $ 1,076 $ (679)
$ (559)
Basic income (loss) per share $ 0.43 $ 0.65 $ (0.17) $ 0.38 $ (0.39)
$ (0.32)
Total assets $ 329,524318,903 $ 333,620328,939 $ 339,161333,035 $ 343,196338,576 $ 349,300342,611
Total long-term debt $ 2,995 $ 4,401 $ 1,817 $ 5,918 $ 9,529 $ 21,460
Dividends paid per share NONE NONE NONE NONE NONE
* Includes equity earnings of investees.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The purpose of this section is to discuss and analyze the Company's consolidated
results of operations, financial condition and liquidity and capital resources.
This analysis should be read in conjunction with the consolidated financial
statements and related notes, which appear elsewhere in this report. The Company
reports financial results on a consolidated basis. The consolidated financial
statements include the accounts of UTG and its subsidiaries at December 31,
2001.
2002.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statement contained herein or in any other oral or written
statement by the companyCompany or any of its officers, directors or employees is
qualified by the fact that actual results of the companyCompany may differ materially
from any such statement due to the following important factors, among other
risks and uncertainties inherent in the Company's business:
1. Prevailing interest rate levels, which may affect the ability of the
Company to sell its products, the market value of the Company's investments
and the lapse ratio of the Company's policies, notwithstanding product
design features intended to enhance persistency of the Company's products.
2. Changes in the federal income tax laws and regulations which may affect the
relative tax advantages of the Company's products.
3. Changes in the regulation of financial services, including bank sales and
underwriting of insurance products, which may affect the competitive
environment for the Company's products.
4. Other factors affecting the performance of the Company, including, but not
limited to, market conduct claims, regulatory initiatives or changes,
insurance industry insolvencies,
insurance regulatory initiatives and developments, stock market
performance, an unfavorable outcome in pending litigation, and investment
performance.
Results of Operations
(a) Revenues
Premiums and policy fee revenues, net of reinsurance premiums and policy fees,
decreased 11%7% when comparing 2002 to 2001 and 11% from 2001 to 2000 and 10% from 2000 to 1999.2000. The Company
currently writes little new business. A majority of the new business currently
written is universal life insurance. Collected premiums on universal life and
interest sensitive products is not reflected in premiums and policy revenues
because accounting principles generally accepted in the United States of America
requiresrequire that premiums collected on these types of products be treated as deposit
liabilities rather than revenue. Unless the Company acquires a block of in-force
business or marketing significantly increases on traditional business,
management expects premium revenue to continue to decline at a rate consistent
with prior experience. The Companies' average persistency rate for all policies
in force for 2002, 2001 and 2000 has beenwas approximately 93.6%, 91.6%, and 89.8%,
respectively. Persistency is a measure of insurance in force retained in
relation to the previous year.
New business production decreased steadily and significantly over the last
several years. New business production in 2002 was approximately 10% of the
production levels in 1998. The Company has not placed an emphasis on new
business production in recent years. Costs associated with supporting new
business can be significant. In recent years, the insurance industry as a whole
has experienced a decline in the total number of agents who sell insurance
products, therefore competition has intensified for top producing sales agents.
The relatively small size of the Companies, and the resulting limitations, has
made it challenging to compete in this area. In early 1999, management
determined it could no longer continue to support the costs of new business in
light of the declining trend and no indication it would reverse itself. As such,
at that time, existing agents were allowed to continue marketing Company
products, but the Company significantly reduced home office support and
discontinued sales leads to agents using existing inforce policies.
During 2001, the Company implemented a conservation effort, which is still in
place, in an attempt to improve the persistency rate of Company policies.
Several of the customer service representatives of the Company have become
licensed insurance agents, allowing them to offer other products within the
Company's portfolio to existing customers. Additionally, stronger efforts have
been made in policy retention through more personal contact with the customer
including telephone calls to discuss alternatives and reasons for a customer's
request to surrender their policy. Previously, the Company's agency force was
primarily responsible for conservation efforts. With the decline in the number
of agents, their ability to reach these customers diminished, making
conservation efforts difficult. The conservation efforts described above are
relatively new, but early results are generally positive. Management will
continue to monitor these efforts and make adjustments as seen appropriate to
enhance the future success of the program. The Company is currently exploring the introduction ofimplementing
a new product referred to as "the Legacy" to be specifically used by the
licensed customer service representatives as an alternative tofor the customer in
the conservation efforts. The new product is inhas been developed but has yet to be
marketed as of December 31, 2002. The Company hopes to start marketing the
very preliminary design stage. Introductionproduct by the end of the new product will depend
on the product competitiveness and profitability.
New business production decreased steadily and significantly over the last
several years. New business production in 2001 was only 8.5%first quarter of the production
levels in 1996. The Company has not placed a strong emphasis on new business
production in recent years. Costs associated with supporting new business can be
significant. In recent years, the insurance industry as a whole has experienced
a decline in the total number of agents who sell insurance products, therefore
competition has intensified for top producing sales agents. The relatively small
size of the Companies, and the resulting limitations, has made it challenging to
compete in this area. In early 1999, management determined it could no longer
continue to support the costs of new business in light of the declining trend
and no indication it would reverse itself. As such, at that time, existing
agents were allowed to continue marketing Company products, but the Company
significantly reduced home office support and discontinued sales leads to agents
using existing inforce policies.2003.
The Company has considered the feasibility of a marketing opportunity with First
Southern National Bank ("FSNB") an affiliate of UTG's largest shareholder.shareholder,
Chariman and CEO, Jesse T. Correll. Management has considered various products
including annuity type products, mortgage protection products and existing
insurance products, as a possibilitypotential products that could be marketed to market
to all banking
customers. This marketing opportunity has potential and is believed to be a
viable niche, butniche. The Company has recently designed the "Horizon" annuity product as
well as the "Legacy" life product which are both to be used in marketing efforts
by FSNB. The introduction of these new products is currently not expected to
produce significant premium writings.
Net investment income decreased 11% when comparing 2002 to 2001 and decreased 6%
when comparing 2001 to 2000 and increased 11%
when comparing2000. The national prime rate has declined from 9.5% at
December 31, 2000 to 1999.4.25% at December 31, 2002. This has resulted in lower
earnings on short-term funds as well as on longer-term investments acquired.
Should this economic climate continue, net investment income may continue to
decline as the Company, along with others in the insurance industry, seeks
adequate returns on investments, while staying within the conservative
investment guidelines set forth by insurance regulators. Many insurance
companies have suffered significant losses in their investment portfolios in the
last couple of years, however, because of the Company's conservative investment
philosophy the Company has so far avoided such significant losses. Management
shortened the length of the Company's portfolio which hurt investment earnings
in the short run, but the Company has not had to write off any losses in these
turbulent economic times. During 2000, the Company received $632,000 in
investment earnings from a joint venture real estate development project that
was in its latter stages. The earnings from this activity represent
approximately 4% of the 2000 investment income.
The national prime rate has declined from 9.5% at December 31, 2000 to 4.75% at
December 31, 2001. This has resulted in lower earnings on short-term funds as
well as on longer-term investments acquired.
The overall investment yields for 2002, 2001 and 2000, are 5.65%, 6.39% and
1999, are 6.39%, 7.01% and
6.45%6.88%, respectively.
The Company's investments are generally managed to match related insurance and
policyholder liabilities. The comparison of investment return with insurance or
investment product crediting rates establishes an interest spread. The Company
monitors investment yields, and when necessary adjusts credited interest rates
on its insurance products to preserve targeted interest spreads, ranging from 1%
to 2%. It is expected that monitoring of the interest spreads by management will
provide the necessary margin to adequately provide for associated costs on the
insurance policies the Company currently has in force and will write in the
future. At the March 2001 Board of Directors meeting, the Boards of the insurance
subsidiaries lowered crediting rates one halfone-half percent on all products that could
be lowered. With this latest reduction, the vast majority of the Company's
rate-adjustable products are now at their guaranteed minimum rates, and as such,
cannot be lowered any further. At the March 2002 Board of Directors meeting, the
Boards of the insurance subsidiaries lowered all remaining rate-adjustable
products to their guaranteed minimum rates. The guaranteed minimum crediting
rates on these products range from 3% to 5.5%. These adjustments were in
response to the continued declines in interest rates in the marketplace. The decrease is
expected to result in approximately $500,000 in interest crediting savings
annually, when fully implemented.marketplace
described above. Policy interest crediting rate changes become effective on an
individual policy basis on the next policy anniversary. Therefore, itIf interest rates
continue to decline, the Company won't be able to lower rates and both net
investment income and net income will take a full year from the time the change is determined for
the full impact of such change to be realized. The guaranteed minimum crediting
rates on these products range from 3% to 5.5%.impacted negatively.
Realized investment gains, net of realized losses, were $13,634, $436,840 and
$(260,078) in 2002, 2001 and $(530,894)2000, respectively. During 2002, the modest
realized gain consisted primarily of real estate sales on residential
development property the Company owned in 2001, 2000 and 1999, respectively.Springfield, Illinois. During 2001,
the Company sold the West Virginia properties including the former home office
building of APPL, realizing a gain of $217,574. The Company also sold certain
common stocks it had acquired in 2000 and 2001 realizing gains of $132,760.
During early 1999, the Company re-evaluated its real estate holdings, especially
those properties acquired through acquisitions of other companies and mortgage
loan foreclosures, and determined it would be in the long term interest of the
Company to dispose of certain of these parcels. Parcels targeted for sale were
generally non-income or low income producing and located in parts of the country
where management has little other reason to travel. During 2000, real estate
accounted for almost all of the realized gain and loss activity. By third
quarter of 2000, the Company had sold the remaining real estate properties
identified for disposal in prior years. The Company recorded net realized gains
of $728,000 from these sales. By fourth quarter 2000, remaining real estate
consisted of the North Plaza holdings and development real estate located in
Springfield, IL.Illinois. In December 2000, management studied its development
properties, analyzing such issues as remaining time to fully develop without
over saturation, historic sales trends, management time and resources to
continue development and other alternatives such as modifying current plans or
discontinuing entirely. Management determined it would be in the long term best
interests of the Company to discontinue development and attempt to liquidate the
remaining properties. As such, a realized loss of $913,000 was recorded in
December 2000 to reduce the book value of these properties to the amount
management determined it would accept net of selling costs to facilitate
liquidation. During the fourth quarter of 2000, the Company recorded a $170,000
increase to the allowance maintained for potential mortgage loan losses.
Approximately 99% of the realized loss in 1999 were from two parcels of real
estate. In June 1999, the Company sold its shopping center in Gulfport, MS
realizing a loss on sale of $401,000. This property was originally acquired
through the foreclosure of a mortgage loan. The property was income producing,
but due to the distance from the Company's headquarters, was difficult to manage
and required the use of an outside property manager. Given this circumstance and
the eventual need for updates and improvements, the Company determined it was in
its best long-term interest to sell the property. At year-end the Company wrote
down another parcel of real estate $178,000 that it determined to attempt to and
ultimately did sell during 2000. The write down was the result of Management's
determination of the amount it would be willing to accept for the property. The
Company had other gains and losses during the periods that comprised the
remaining amounts reported but were immaterial on an individual basis.
On June 1, 2001, the Company began performing administrative work as a third
party administrator ("TPA") for an unaffiliated life insurance company. The
business being administered is a closed block with approximately 260,000250,000
policies, a majority of which are paid up. The Company receives monthly fees
based on policy in force counts and certain other activity indicators such as
number of premium collections performed. During the year ended 2002 and 2001,
the Company received $521,782, and $299,905 for this work.work, respectively. These
TPA revenue fees are included in the line item "other income" on the Company's
consolidated statements of operations. The Company intends to pursue other TPA
arrangements. Managementarrangements, and in 2002 entered into an alliance with Fiserv Life Insurance
Solutions (Fiserv LIS), to provide TPA services to insurance companies seeking
business process outsourcing solutions. Fiserv LIS will be responsible for the
marketing and sales function for the alliance, as well as providing the
datacenter operations. UTG will staff the administration effort. Although still
in its early stages, management believes it is a
good source of generatingthis alliance with Fiserv LIS positions
the Company to generate additional revenues whileby utilizing the Company's strength,current
excess capacity and efficient administrative services. Fiserv LIS is a unit of Fiserv,
Inc. (Nasdaq: FISV) which is an independent, full-service provider of integrated
data processing and information management systems to the financial industry,
headquartered in Brookfield, Wisconsin.
(b) Expenses
Benefits, claims and settlement expenses net of reinsurance benefits and claims,
increased slightly in 2002 as compared to 2001 and decreased 12% in 2001 as
compared to 2000 and increased 5% in 2000 as compared
to 1999. The decrease in premium revenues from normal policy terminations
resulted in lower benefit reserve increases in each of the periods presented
compared to the previous period.2000. Fluctuations in death claim experience from year to year
typically hashave a significant impact on variances in this line item. DeathDirect
(prior to reinsurance) death claims were approximately $1,812,000 greater in
2002 than in 2001 and approximately $1,636,000 less in 2001 than in 2000 and $2,574,000 greater in
2000 than in 1999.2000. There
is no single event that caused the mortality variances. Policy claims vary from
year to year and therefore, fluctuations in mortality are to be expected and are
not considered unusual by management. AtPolicy surrender benefits decreased
approximately $2,000,000 during the March
1999 Boardyear 2002 compared to the same period in
2001. As discussed above, stronger efforts have been made in policy retention
through more personal contact with customers including telephone calls to
discuss alternatives and reasons for a request to surrender their policy. The
short-term impact of Directors meeting,such fewer policy surrenders is negligible since a reserve
for future policy benefits payable is held which is, at a minimum, equal to or
even greater than the Boardscash surrender value of a policy. The benefit of fewer
policy surrenders is primarily received over a longer time period through the
insurance subsidiaries
lowered crediting rates one half percent on all products that could be lowered.
The change resulted in interest crediting reductions of approximately $600,000
per year. In March 2001, the Boards of the insurance subsidiaries lowered
crediting rates one-half percent on all rate-adjustable products that could be
lowered. With this latest reduction the vast majorityretention of the Company's rate-adjustable products have been lowered to their guaranteed minimum rates,
and as such, cannot be lowered any further. The decrease is expected to result
in approximately $500,000 in interest crediting savings annually, when fully
implemented. These adjustments were in response to continued declines in
interest rates in the marketplace. Policy interest crediting rate changes become
effective on an individual policy basis on the next policy anniversary.
Therefore, it will take a full year from the time the change is determined for
the full impact of such change to be realized.asset base.
Commissions and amortization of deferred policy acquisition costs decreased 38%
in 2002 compared to 2001 and decreased 40% in 2001 compared to 20002000. The most
significant factor in the continuing decrease is attributable to the Company
paying fewer commissions, since the Company writes very little new business and
decreased 28% in 2000 comparedrenewal premiums on existing business continue to 1999.decline. Another factor of the
decrease is attributable to normal amortization of the deferred policy
acquisition costs asset. The Company performs actuarial analysis ofreviews the recoverability of the asset
based on current trends and known events compared to the assumptions used in the
establishment of the original asset. No impairments were recorded in 2001 or 2000.any of the
three periods reported.
Amortization of cost of insurance acquired decreased 4% in 2002 compared to 2001
and decreased 1% in 2001 compared to 2000
and decreased 14% in 2000 compared to 1999.2000. Cost of insurance acquired is
established when an insurance company is acquired. The Company assigns a portion
of its cost to the right to receive future cash flows from insurance contracts
existing at the date of the acquisition. The cost of policies purchased
represents the actuarially determined present value of the projected future cash
flows from the acquired policies. Cost of insurance acquired is comprised of
individual life insurance products including whole life, interest sensitive
whole life and universal life insurance products. 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 utilized in the amortization calculation are 9% on
approximately 25% of the balance and 15% on the remaining balance. The interest
rates vary due to risk analysis performed at the time of acquisition on the
business acquired. The amortization is adjusted retrospectively when estimates
of current or future gross profits to be realized from a group of products are
revised. The Company did not have any charge-offs during the periods covered by
this report. Amortization of cost of insurance acquired is particularly sensitive to
changes in persistency of certain blocks of insurance in-force. Persistency is a
measure of insurance in force retained in relation to the previous year. The
Company's average persistency rate for all policies in force for 2002, 2001 2000 and
19992000 has been approximately 91.6%93.6%, 89.8% 91.6%and 89.4%89.8%, respectively.
Operating expenses decreased 9% in 2002 compared to 2001 and decreased 36% in
2001 compared to 20002000. During 2001, the Company transferred all remaining
functions of its insurance subsidiary APPL from Huntington, West Virginia to the
Springfield, Illinois location, and sold the West Virginia property. The closing
of the Huntington office has resulted in an approximately $325,000 reduction to
operating expenses in 2002. During the current year the Company changed health
insurance coverage on its employees. This change reduced 2002 operating expenses
approximately $75,000, while maintaining similar coverage amounts. Additional
expense reductions have been made in the normal course of business, as the
Company continually monitors expenditures looking for savings opportunities. The
aforementioned expense reductions have been partially offset by increased
34% in
2000 comparedoperating costs of approximately $285,000 attributable to 1999.the Company's
conversion of its existing business and TPA clients to "ID3", a software system
owned by Fiserv LIS. Conversion costs to date include fees for initial
licensing, consultation, and training.
During the fourth quarter of 2000, Mr. JessJesse T. Correll as Board Chairman,
requested the resignation of James E. Melville as President of UTG and its
subsidiaries. A special joint meeting of the Boards of Directors of United Trust
Group, Inc. and its subsidiaries was held January 8, 2001, at which the
termination of the employment agreement between First Commonwealth Corporation
and James E. Melville, and the termination of James E. Melville as an officer or
agent of United Trust Group, Inc. and all of its subsidiaries were approved by
the Boards of Directors of each of the companies. An accrual of $562,000 was
established through a charge to general expenses at year-end 2000 for the
remaining payments required pursuant to the terms of Mr. Melville's employment
contract and other settlement costs. A $500,000 accrual was also established at
year-end 2000 for estimated legal costs associated with the defense of a legal
matter. See Item 3 legal proceedings for a more complete
analysis of this matter. During the third quarter 2000, the Company settled a legal matter for
$550,000 and incurred an additional $150,000 in legal fees. At the March 27,
2000 Board of Directors meeting, United Trust Group, Inc. and each of its
affiliates accepted the resignation of Larry E. Ryherd as Chairman of the Board
of Directors and Chief Executive Officer. Mr. Ryherd had 28 months remaining on
an employment contract with the Company at the end of March 2000. As such, a
charge of $933,000 was incurred in first quarter 2000 for the remainder of this
contract. Exclusive of the above accruals, operating expenses declined 13% in
2001 compared to 2000 and declined 2% in 2000 compared to 1999,
primarily as the result of lower salary and related employee costs.
During the fourth quarter of 1999, the Company transferred the policy
administration functions of its insurance subsidiary APPL from Huntington, WV to
its Springfield, IL location. The transfer was completed to reduce operating
costs. APPL policy administration was then converted to the same computer system
used to administer the other insurance subsidiaries. Following the transfer and
system conversion, all insurance administration is located at the Springfield,
IL office and administered on the same computer system. This action resulted in
cost savings of approximately $250,000 per year in administrative costs. During
2001, the Company transferred all remaining functions from Huntington, WV to the
Springfield, IL location and sold the West Virginia property. The closing of the
Huntington office resulted in approximately $250,000 per year in operating
expense savings.2000.
Interest expense declined 19% comparing 2002 to 2001 and declined 13% comparing
2001 to 2000 and declined 41% comparing
2000 to 1999.2000. The Company repaid $1,405,395, $1,302,495 $1,540,800 and $3,149,369$1,540,800 in
outside debt in 2002, 2001 2000 and 19992000 respectively, through operating cashflows
and dividends received from UGits subsidiary UG. On July 31, 2000, $2,560,000 in
convertible debt of UTG held by First Southern was converted to FCC.equity. In April
2001, the Company issued $3,885,996 in new debt to purchase common stock owned
primarily by James E. Melville and Larry E. Ryherd, two former officers and
directors of the Company and their respective families. On July 31, 2000, $2,560,000 in convertible debt of UTG held by First
Southern was converted to equity. At December 31, 2001, UTG had $4,400,670 inThese notes payable. The remaining debt bearsbear
interest at athe fixed rate of 7% per annum (paid quarterly) with payments of
principal to be made in five equal installments, the first principal payment of
which, in the amount of $777,199, was made on 88%March 31, 2002. In December 2002
advance principal payments totaling $113,522 were made on these notes.
Subsequent to year-end 2002 an additional advance principal payment was made on
these notes in the amount of $705,499. In May and July of 2002, principal
payments of $113,112 and $401,562, respectively were made, which paid off the
remaining balance owed on the Company's subordinated debt. The subordinated debt
was incurred June 16, 1992 as a part of the debt and a floating rate of 1% under prime on 12%acquisition of the debt.now dissolved
Commonwealth Industries Corporation. At December 31, 2002, UTG had $2,995,275 in
notes payable remaining, all of which were incurred in the aforementioned April
2001 stock purchase transaction with Mr. Ryherd and Mr. Melville. Principal
payments of $777,199$763,259 are due annually over a three-year period ending in April
of 2006 with the next five years.principal payment due in April of 2004. The Company has
agressively pursued the repayment of its existing debt in recent periods.
Interest rates on existing debt are fixed. With the current interest rate
environment, management believes it is in the Company's best long-term interest
to reduce or eliminate its debt with any excess funds available to do so.
Management believes overall sources available are more than adequate to service
this debt. These sources include current cash balances of UTG, expected future
operating cashflows and repaymentpayment of affiliate receivables held by UTG.dividends from the Company's life
subsidiaries.
Deferred taxes are established to recognize future tax effects attributable to
temporary differences between the financial statements and the tax return. As
these differences are realized in the financial statement or tax return, the
deferred income tax established on the difference is recognized in the financial
statements as an income tax expense or credit.
(c) Net income (loss)
The Company had a net income (loss) of $1,499,618, $2,439,573 and $(696,426) in
2002, 2001 and $1,075,9092000 respectively. The decrease in net income in 2002 as compared
to 2001 2000is primarily related to lower investment income returns and 1999 respectively.increased
death claims. Significant one timeone-time charges and accruals to operating expenses
combined with an increase in death claims during 2000 as further described above
were the primary differences in the 2001 to 2000 results. The Company continues
to monitor and adjust those items within its control.
Financial Condition(a) Assets
Investments are the largest asset group of the Company. The Company's insurance
subsidiaries are regulated by insurance statutes and regulations as to the type
of investments that they are 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,
and the Company's business and investment strategy, the Company generally seeks
to invest in United States government and government agency securities and other
high quality low risk investments. TheMany insurance companies have suffered
significant losses in their investment portfolios in the last couple of years,
however, because of the Company's conservative investment philosophy our Company
doeshas so far largely avoided such significant losses. Management shortened the
length of the Company's portfolio which hurt investment earnings in the short
run, but the Company has not ownhad to write off any derivative investments or "junk bonds". As oflosses in these turbulent
economic times.
At December 31, 2001,2002, the carrying value of fixed maturity securities in default
as to principal or interest was immaterial in the context of consolidated assets
or shareholders' equity. The Company has identified securities it may sell and
classified them as "investments held for sale". Investments held for sale are
carried at market, with changes in market value charged directly to
shareholders' equity. To provide additional flexibility and liquidity, the
Company has categorized almost all fixed maturity investments acquired in 20002002
and 2001 as available for sale. It was determined it would be in the Company's
best financial interest to classify these new purchases as available for sale to
provide additional liquidity and flexibility.
The following table summarizes the Company's fixed maturities distribution at
December 31, 20012002 and 20002001 by ratings category as issued by Standard and Poor's,
a leading ratings analyst.
Fixed Maturities
Rating % of Portfolio
----------------------------------------
2002 2001
2000
-------- ------------------ ----------
Investment Grade
AAA 65% 61%
48%
AA 3% 6% 16%
A 24% 27%24%
BBB 6% 8% 9%
Below investment grade 2% 1%
0%
-------- ------------------ ----------
100% 100%
======== ================== ==========
In 1999,the past few years the Company began investinghas invested more of its funds in mortgage
loans. This is the result of increased mortgage opportunities available through
FSNB, an affiliate of Jesse Correll. Mr. Correll is the CEO and Chairman of the
board of directors of UTG, and directly and indirectly through affiliates, its
affiliation with FSNB.largest shareholder. 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.
During 2002, 2001 and 2000 the Company issued approximately $6,920,000,
$4,535,000 and $21,863,000 respectively, in new mortgage loans. These new loans
were generatedoriginated through FSNB and its personnel and funded by the Company through participation
agreements with FSNB. FSNB services the loans covered by these participation
agreements. 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 amount to cover
costs incurred by FSNB relating to the processing and establishment of the loan.
All mortgage loans held by the Company are first position loans. The
Company has one loan totaling $28,536 that isUG paid $70,140, $79,730 and $34,721 in defaultservicing fees and $35,127, $22,626 and
$91,392 in the process of
foreclosure at December 31, 2001.
Investmentorigination fees to FSNB during 2002, 2001 and 2000, respectively.
Total investment real estate holdings represent approximately 5.5%6% of the total
assets of the Company.Company, net of accumulated depreciation, at year-end 2002 and
2001 respectively. Total investment real estate is separated into two
categories: Commercial 87%92% and Residential Development 13%8%. During 2001, UG acquired a
two-thirds interest in a parcel of commercial real estate located in New
Hampshire. The property is a 20 story office building including a parking garage
and a connected enclosed retail mall all totaling 326,610 square feet. The
property was acquired for investment purposes and had a carrying value at
December 31, 2001 of $6,491,734.
Policy loans remained consistent for the periods presented. Industry experience
for policy loans indicates that few policy loans are ever repaid by the
policyholder, other than through termination of the policy. Policy loans are
systematically reviewed to ensure that no individual policy loan exceeds the
underlying cash value of the policy.
Deferred policy acquisition costs decreased 21% in 20012002 compared to 2000.2001.
Deferred policy acquisition costs, which vary with, and are primarily related to
producing new business, are referred to as ("DAC"). DAC consists primarily of
commissions and certain costs of policy issuance and underwriting, net of fees
charged to the policy in excess of ultimate fees charged. To the extent these
costs are recoverable from future profits, the Company defers these costs and
amortizes them with interest in relation to the present value of expected gross
profits from the contracts, discounted using the interest rate credited by the
policy. The Company had $69,000 in policy acquisition costs deferred, $55,000 in
interest accretion and $769,432 in amortization in 2002, and had $167,000 in
policy acquisition costs deferred, $76,000 in interest accretion and $1,083,577
in amortization in 2000.2001.
Cost of insurance acquired decreased 4%30% in 20012002 compared to 2000. At December
31, 2001, cost of insurance acquired was $33,666,336 and amortization totaled
$1,572,920 for the year.2001. When an
insurance company is acquired, the Company assigns a portion of its cost to the
right to receive future cash flows from insurance contracts existing at the date
of the acquisition. The cost of policies purchased represents the actuarially
determined present value of the projected future cash flows from the acquired
policies. 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. In both 2002 and 2001
amortization decreased the asset by $1,572,920 each year. In 2002, the balance
was reduced $8,409,722 as a result of the valuation adjustment attributable to
the acquisition of the minority shareholder positions of FCC through its merger
with and into UTG.
(b) Liabilities
Total liabilities decreased 1%2% in 20012002 compared to 2000.2001. Policy liabilities and
accruals, which represents approximatelyrepresented 93% and 92% of total liabilities at year end 2002
and 2001, respectively, decreased slightly fromduring the priorcurrent year. The decline
is attributable to a shrinking policy base and declining new business
production.
Notes payable increased 142%decreased 32% in 20012002 compared to 2000.2001. At December 31, 2001, UTG
had $4,400,670 in notes payable. During 2001,2002, the Company repaid $1,302,495$1,405,395 of
its debt. Indebt through operating cashflows and dividends received from its subsidiary
UG. At December 31, 2002, UTG had $2,995,275 in notes payable, all remaining
debt is owed to two former officers and directors of the Company and their
respective families as a result of an April 2001 the Company issued $3,885,996 in new debt in exchange
for the acquisition of UTG and FCC common stock. This debt bearsstock purchase transaction.
These notes bear interest at athe fixed rate of 7% per annum (paid quarterly),
with three remaining principal payments of $763,259 due annually. The next
principal to be madepayment due date is in five equal
installments due until maturity in 2006. Other remaining debtApril of $514,674 bears
interest at a floating rate of 1% under prime, with no principal payments due
until its maturity in 2012.2004. Management believes overall
sources of liquidity available are more than adequate to service this debt.
These sources include current cash balances of UTG, expected future operating
cashflows and repaymentpayment of affiliate
receivables held by UTG.dividends from the Company's life subsidiaries. The
Company's long-term debt is discussed in more detail in Note 11 of the Notes to the
Financial Statements.consolidated financial statements, which is incorporated herein by this
reference.
(c) Shareholders' Equity
Total shareholders' equity decreased 4%increased 8% in 20012002 compared to 2000.2001. This is
primarily due to the UTG acquisition of its common stock in April of 2001 from
two former officers and directors of the Company and their respective families.
Incomeincome during the year of $2,439,573 and$1,499,618, an increase in unrealized
gains on investments held
for salein the current year of $573,457 also influenced total shareholders' equity.$1,289,740, and an increase in
equity of $706,691 from an employee and director stock purchase plan which was
approved and implemented in 2002.
Liquidity and Capital Resources
The Company has three principal needs for cash - the insurance companies'
contractual obligations to policyholders, the payment of operating expenses and
the servicing of its long-term debt. Cash and cash equivalents as a percentage
of total assets were 8% and 5% as of December 31, 20012002 and 2000,2001, respectively.
Fixed maturities as a percentage of total invested assets were 74% and 71% as of
December 31, 2001 and 2000, respectively.
Future policy benefits are primarily long-term in nature and therefore, theThe Company's investments are predominantly in long-term fixed maturity investments such
as bonds and mortgage loans, which provide sufficient return to cover thesefuture
obligations. The Company has the ability and intentcarries certain of its fixed maturity holdings as held
to hold these investments to
maturity; consequently, the Company's investment in long-term fixed maturities
ismaturity which are reported in the financial statements at their amortized
cost.
Many of the Company's products contain surrender charges and other features
which reward persistency and penalize the early withdrawal of funds. With
respect to such products, surrender charges are generally sufficient to cover
the Company's unamortized deferred policy acquisition costs with respect to the
policy being surrendered.
Cash provided by (used in) operating activities was $1,365,047,$38,646, $1,365,047and
$(2,155,491) in 2002, 2001 and $(627,939) in 2001, 2000, and 1999, respectively. Reporting regulations require
cash inflows and outflows from universal life insurance products to be shown as
financing activities when reporting on cash flows. The net cash provided by
(used in) operating activities plus policyholder contract deposits less
policyholder contract withdrawals equaled $2,370,411 in 2002, $3,384,557 in 2001
and $(393,571) in 2000
and $2,325,455 in 1999.2000. Management utilizes this measurement of cash flows as an
indicator of the performance of the Company's insurance operations.
Cash provided by (used in) investing activities was $9,008,183, $138,994 $(3,940,958) and
$(4,928,225)$(3,940,958), for 2002, 2001 2000 and 1999,2000, respectively. The most significant aspect
of cash provided by (used in) investing activities are the fixed maturity
transactions. Fixed maturities account for 81%80%, 42%81% and 68%42% of the total cost of
investments acquired in 2002, 2001 2000 and 1999,2000, respectively. The Company has not
directed its investable funds to so-called "junk bonds" or derivative
investments.decrease in fixed
maturities acquired in 2000 resulted from a corresponding increase in the
acquisition of mortgage loans that year.
Net cash provided by (used in) financing activities was $(1,091,769)$(473,692), $(1,091,769)
and $133,721 for 2002, 2001 and $205,505 for 2001, 2000, and 1999, respectively. The Company continues to pay
down on its outstanding debt. Such payments are included within this category. In
addition, duringin 2001 the board of directors of the Company authorized a repurchase
program of UTG's common stock. Such transactions are includedstock and the purchase of stock is still pursued as it
becomes available. In addition, in 2002 this category as well.includes payments made to
former FCC shareholders for shares they owned prior to the merger of FCC into
UTG. Policyholder contract deposits decreased 9% in 2002 compared to 2001, and
decreased 11% in 2001 compared to 2000, and
decreased 10% in 2000 when compared to 1999.2000. The decrease in policyholder
contract deposits relates to the decline in new business production experienced
in the last few years by the Company. Policyholder contract withdrawals have
decreased 15% in 2002 compared to 2001, and 15% in 2001 compared to 2000, and decreased 2% in 2000 compared to
1999.2000. The
change in policyholder contract withdrawals is not attributable to any one
significant event. Factors that influence policyholder contract withdrawals are
fluctuation of interest rates, competition and other economic factors.
At December 31, 2001,2002, UTG had $2,995,275 in notes payable, all remaining debt is
owed to two former officers and directors of the Company hadand their respective
families as a totalresult of $4,400,670 in long-term debt
outstanding. Inan April 2001 the Company issued $3,885,996 in new debt in
exchange for the acquisition of UTG and FCC common stock. This debt bearsstock purchase transaction. These notes
bear interest at athe fixed rate of 7% per annum (paid quarterly), with three
remaining principal payments of $763,259 due annually. The next principal
to be madepayment due date is in five
equal installments due until maturity in 2006. The remaining debtApril of $514,674
bears interest at a floating rate of 1% below prime with no principal payments
due until its maturity in 2012.2004. Management believes overall sources
available are more than adequate to service this debt. These sources include
current cash balances of UTG, expected future operating cashflows and repaymentpayment of
affiliate
receivables held by UTG. The proposed merger of UTG and FCC will result in the
addition of approximately $2.5 million in additional debt through draws on a
line of credit. Interest on this debt will accrue at a floating rate equal to
prime.
Contractual obligations ondividends from the Company's long-term debt require totallife subsidiaries. In January 2003, UTG paid
$705,499 on its notes payable completing the 2003 principal payments of $2,331,598 due in 1-3 years, $1,554,399 due in 4-5 years and $514,674 due
after 5 years. Indue.
On November 15, 2001, the Company establishedUTG was extended a one-year $3,300,000 line of credit with("LOC") from
the First National Bank of the Cumberlands (see("FNBC") located in Livingston,
Tennessee. The FNBC is owned by Millard V. Oakley, who is a director of UTG. The
LOC was for a one-year term from the date of issue. Upon maturity the Company
renewed the LOC for an additional one-year term. The interest rate on the LOC is
variable and indexed to be the lowest of the U.S. prime rates as published in
the Wall Street Journal, with any interest rate adjustments to be made monthly.
At December 31, 2002, the Company had no outstanding borrowings attributable to
this LOC. During 2002 the Company had total borrowings of $1,600,000 on this
LOC, which were all repaid during the year. The draws on this LOC were used to
facilitate the payments due to the former shareholders of FCC as a result of the
June 12, 2002, merger of FCC with and into UTG, as further described in note 11c.15
to the consolidated financial statements and incorporated herein by this
reference.
On April 1, 2002, UTG was extended a $5,000,000 line of credit ("LOC") from an
unaffiliated third party, Southwest Bank of St. Louis. The LOC will expire
one-year from the date of issue. As collateral for any draws under the line of
credit, the former FCC, which has now merged into UTG, pledged 100% of the
common stock of its insurance subsidiary UG. Borrowings under the LOC will bear
interest at the rate of 0.25% in excess of Southwest Bank of St. Louis' prime
rate. At December 31, 2002, the Company had no outstanding borrowings
attributable to this LOC. During 2002 the Company had total borrowings of
$400,000 on this LOC which were all repaid during the year. Draws on this LOC
were used to retire the remaining subordinated debt, as described in note 11 to
the consolidated financial statements and incorporated herein by this reference.
On June 10, 2002 UTG and Fiserv LIS formed an alliance between their respective
organizations to provide third party administration (TPA) services to insurance
companies seeking business process outsourcing solutions. Fiserv LIS will be
responsible for the marketing and sales function for the alliance, as well as
providing the operations processing service for the Company. The Company will
staff the administration effort. To facilitate the alliance, the Company plans
to convert its existing business and TPA clients to "ID3", a software system
owned by Fiserv LIS to administer an array of life, health and annuity products
in the insurance industry. Fiserv LIS is a unit of Fiserv, Inc. (Nasdaq: FISV)
which is an independent, full-service provider of integrated data processing and
information management systems to the financial statements)industry, headquartered in
Brookfield, Wisconsin.
The Company is currently evaluating its alternatives to converting its existing
business to "ID3". To date,Currently, the Company has no borrowings or obligations
attributablebelieves the conversion costs could
range from $500,000 to this line$1,700,000. Alternatives include completing the
conversion with the existing staff of credit. Should the Company, draw on this
line-of-credit, interest would accrue atto outsourcing the entire
conversion to Fiserve LIS. Management expects to make a floating rate equaldecision shortly.
In June 2002, the Company entered into a five-year contract with Fiserve LIS for
services related to primetheir purchase of the "ID3" software system. Under the
contract, the Company is required to pay $12,000 per month in software
maintenance costs and any
principal balance owed$5,000 per month in offsite data center costs for a
five-year period from the date of the signing.
The Company has been attempting to sell the Charter (state licenses) of APPL. To
accommodate such a sale, APPL entered into a 100% coinsurance agreement
effective October 1, 2002, whereby APPL ceded and UG assumed all policies in
force of APPL as of the effective date of the agreement. The agreement was
approved by the Ohio Department of Insurance pursuant to regulatory
requirements. Under the coinsurance agreement, UG has primary responsibility for
the policies, but APPL remains contingently liable for the policies. Currently,
a sale of the Charter appears to be remote. As an alternative, a merger proposal
is being considered whereby APPL would be payable on November 15, 2002.merged with and into UG. A decision
regarding the merger is likely to be approved at the Board meeting in March
2003.
As a result of the 100% coinsurance agreement, the ownership of ABE was
transferred from APPL to UG, as part of the coinsurance asset transfer. Prior to
the coinsurance transaction, in September 2002, the boards of ABE and UG
approved the exploration of a merger transaction whereby ABE would be merged
with and into UG. The UG and ABE Boards are expected to approve the merger
transaction at the March 2003 meeting. The merger will require the approval of
the insurance departments of the States of Ohio and Illinois prior to
completion. The merger is expected to be completed in mid 2003.
Management of the Company believes the completion of the aforementioned mergers
will provide the Company with additional cost savings. These cost savings result
from streamlining the Company's operations and organizational structure from
three life insurance subsidiaries to one life insurance subsidiary, UG. Thus,
the Company will further improve administrative efficiency.
On November 20, 1998, FSF and affiliates acquired 929,904 shares of common stock
of UTG from UTG and certain UTG shareholders. As consideration for the shares,
FSF paid UTG $10,999,995 and certain shareholders of UTG $999,990 in cash.
Included in the stock acquisition agreement is an earnings covenant whereby UTG
warrants UTG and its subsidiaries and affiliates will have future earnings of at
least $30,000,000 for a five-year period beginning January 1, 1998. Such
earnings are computed based on statutory results excluding inter-company
activities such as inter-company dividends plus realized and unrealized gains
and losses on real estate, mortgage loans and unaffiliated common stocks. At the
end of the covenant period, an adjustment is to be made equal to the difference
between the then market value and statutory carrying value of real estate still
owned that existed at the beginning of the covenant period. Should UTG not meet
the covenant requirements, any shortfall will first be reduced by the actual
average tax rate for UTG for the period, then will be further reduced by
one-half of the percentage, if any, representing UTG's ownership percentage of
the insurance company subsidiaries. This result will then be reduced by
$250,000. The remaining amount will be paid by UTG in the form of UTG common
stock valued at $15.00 per share with a maximum number of shares to be issued of
500,000. However, there shall be no limit to the number of shares transferred to
the extent that there are legal fees, settlements, damage payments or other
losses as a result of certain legal action taken. The price and number of shares
shall be adjusted for any applicable stock splits, stock dividends or other
recapitalizations. AtFor the five-year period starting January 1, 1998 and ending
December 31, 2001,2002, the Company had total earnings of $14,505,204$17,011,307 applicable to
this covenant. With one year remaining on the
covenant, it appears highly unlikelyTherefore, UTG willdid not meet the earnings requirements resulting instipulated,
and UTG beingbelieves it will be required to issue 500,000 additional shares to FSF
or its assigns. Combining current results with management's expectation for 2002, it
appears at this time UTG will be requiredPursuant to issue 500,000the covenant, a final accounting and issuance of any
shares at December
31, 2002due are to satisfy this covenant.occur by April 30, 2003.
UTG is a holding company that has no day to dayday-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, are primarily
provided by its subsidiaries. On a parent only basis, UTG's cash flow is
dependent on management fees received from its subsidiaries and earnings
received on invested assets (primarily notes
receivable from FCC) and cash balances. AtOn December 31, 2001,2002, substantially all of the
consolidated shareholders equity represents net assets of its
subsidiaries and receivables from its subsidiaries. The
Company's insurance subsidiaries have maintained adequate statutory capital and
surplus and have not used surplus relief or financial reinsurance, which have
come under scrutiny by many state insurance departments. The payment of cash
dividends to shareholders is not legally restricted. However, the state
insurance department regulates insurance company dividend payments where the
company is domiciled. Following the merger of FCC with and into UTG is the
ultimate parent of UG through ownership of FCC. UG can not pay a dividend
directly to UTG due(see note 15
to the ownership structure. However, ifconsolidated financial statements) UG paidbecame a dividend
to its direct parent, FCC, and FCC paid a dividend equal100% owned subsidiary of
UTG. Following APPL's 100% coinsurance transaction with UG (see note 17 to the
amount it
received, UTG would receive 82%consolidated financial statements), ABE became a direct 100% owned subsidiary of
the original dividend paid by UG.
Please
refer to Note 1 of the Notes to the Consolidated Financial Statements. UG's
dividend limitationsBoth UG and APPL are described below without effect of the ownership
structure. Ohio domiciled insurance companies, which require five days
prior notification to the insurance commissioner for the payment of an ordinary
dividend. Ordinary dividends are defined as the greater of: a) prior year
statutory earnings or b) 10% of statutory capital and surplus. For the year endedAt December 31,
2001,2002 UG had aand APPL's total statutory shareholders' equity was $16,030,200, and
$9,191,715, respectively. At December 31, 2002, UG and APPL's statutory gain
from operations of $2,212,215. At December 31, 2001, UG's
statutory capitalwas $2,062,744, and surplus amounted to $16,105,265.$526,742, respectively. Extraordinary
dividends (amounts in excess of ordinary dividend limitations) require prior
approval of the insurance commissioner and are not restricted to a specific
calculation. UG paid ordinary dividends of $800,000 to the former FCC in 2002,
and $1,400,000 to FCC during 2001.
A lifeUTG in 2002. APPL paid an ordinary dividend of $880,000 to UG
in 2002.
ABE is an Illinois domiciled insurance company's statutory capital is computed accordingcompany, which requires notification to rules
prescribed by the National Association of Insurance Commissioners ("NAIC"), as
modified by
the insurance company's statecommissioner for the payment of domicile. Statutory accounting
rulesan ordinary dividend within 5
business days following the declaration and no less than 10 business days prior
to payment. Ordinary dividends are different from accounting principles generally accepted indefined as the United
States of America and are intended to reflect a more conservative view by, for
example, requiring immediate expensing of policy acquisition costs. The
achievement of long-term growth will require growth in the statutory capital of
the Company's insurance subsidiaries. The subsidiaries may secure additional
statutory capital through various sources, such as internally generatedgreater of: a) prior year
statutory earnings or equity contributions by the Company from funds generated
through debt or equity offerings.
The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. The
risk-based capital formula measures the adequacyb) 10% of statutory capital and surplussurplus. At December 31,
2002 ABE had a total statutory shareholders' equity of $2,799,296 and a
statutory gain from operations of $182,866. Extraordinary dividends (amounts in
relation to investment and insurance risks such as asset quality,
mortality and morbidity, asset and liability matching and other business
factors. The RBC formula is used by state insurance regulators as an early
warning tool to identify, for the purposeexcess of initiating regulatory action,
insurance companies that potentially are inadequately capitalized. In addition,
the formula defines new minimum capital standards that will supplement the
current system of low fixed minimum capital and surplus requirements on a
state-by-state basis. Regulatory compliance is determined by a ratioordinary dividend limitations) require prior approval of the insurance
company's regulatory total adjusted capital, as defined by the NAIC,commissioner and are not restricted to its authorized control level RBC, as defined by the NAIC. Insurance companies
belowa specific trigger points or ratios are classified within certain levels,
eachcalculation. ABE paid an
ordinary dividend of which requires specific corrective action. The levels and ratios are as
follows:
Ratio of Total Adjusted Capital$280,000 to Authorized Control Level RBC
Regulatory Event (Less Than or Equal to)
---------------- -----------------------
Company action level 2*
Regulatory action level 1.5
Authorized control level 1
Mandatory control level 0.7
* Or, 2.5 with negative trend.
At December 31, 2001, each of the insurance subsidiaries has a Ratio that isUG in excess of 4, which is 400% of the authorized control level; accordingly the
insurance subsidiaries meet the RBC requirements.
The Company is not aware of any litigation that will have a material adverse
effect on the financial position of the Company. In addition, the Company does
not believe that the regulatory initiatives currently under consideration by
various regulatory agencies will have a material adverse impact on the Company.
The Company is not aware of any material pending or threatened regulatory action
with respect to the Company or any of its subsidiaries. The Company does not
believe that any insurance guaranty fund assessments will be materially
different from amounts already provided for in the financial statements.2002.
Management believes the overall sources of liquidity available will be
sufficient to satisfy its financial obligations.
REGULATORY ENVIRONMENT
The Company's insurance subsidiaries are assessed contributions by life and
health guaranty associations in almost all states to indemnify policyholders of
failed companies. In several states the company may reduce, premium taxes paid
to recover a portion of assessments paid to the states' guaranty fund
association. This right of "offset" may come under review by the various states,
and the company cannot predict whether and to what extent legislative
initiatives may affect this right to offset. In addition, some state guaranty
associations have adjusted the basis by which they assess the cost of
insolvencies to individual companies. The Company believes that its reserve for
future guaranty fund assessments is sufficient to provide for assessments
related to known insolvencies. This reserve is based upon management's current
expectation of the availability of this right of offset, known insolvencies and
state guaranty fund assessment bases. However, changes in the basis whereby
assessments are charged to individual companies and changes in the availability
of the right to offset assessments against premium tax payments could materially
affect the company's results.
Currently, the Company's insurance subsidiaries are subject to government
regulation in each of the states in which they conduct business. Such regulation
is vested in state agencies having broad administrative power dealing with all
aspects of the insurance business, including the power to: (i) grant and revoke
licenses to transact business; (ii) regulate and supervise trade practices and
market conduct; (iii) establish guaranty associations; (iv) license agents; (v)
approve policy forms; (vi) approve premium rates for some lines of business;
(vii) establish reserve requirements; (viii) prescribe the form and content of
required financial statements and reports; (ix) determine the reasonableness and
adequacy of statutory capital and surplus; and (x) regulate the type and amount
of permitted investments. Insurance regulation is concerned primarily with the
protection of policyholders. The Company cannot predict the impact of any future
proposals, regulations or market conduct investigations. The Company's insurance
subsidiaries, UG APPL and ABEAPPL, are domiciled in the statesstate of Ohio, West
Virginia and Illinois, respectively.while ABE is
domiciled in the state of Illinois.
The insurance regulatory framework continues to be scrutinized by various
states, the federal government and the National Association of Insurance
Commissioners ("NAIC"). The NAIC is an association whose membership consists of
the insurance commissioners or their designees of the various states. The NAIC
has no direct regulatory authority over insurance companies. However, its
primary purpose is to provide a more consistent method of regulation and
reporting from state to state. This is accomplished through the issuance of
model regulations, which can be adopted by individual states unmodified,
modified to meet the state's own needs or requirements, or dismissed entirely.
Most states also have insurance holding company statutes, which require
registration and periodic reporting by insurance companies controlled by other
corporations licensed to transact business within their respective
jurisdictions. The insurance subsidiaries are subject to such legislation and
registered as controlled insurers in those jurisdictions in which such
registration is required. Statutes vary from state to state but typically
require periodic disclosure, concerning the corporation that controls the
registered insurers and all subsidiaries of such corporation. In addition, prior
notice to, or approval by, the state insurance commission of material
intercorporate transfers of assets, reinsurance agreements, management
agreements (see Note 9 in the notes to the consolidated financial statements), and payment of
dividends (see Note 2 in the notes to the consolidated financial statements) in excess of
specified amounts by the insurance subsidiary, within the holding company
system, are required. Each year the NAIC calculates financial ratio results
(commonly referred to as IRIS ratios) for each company. These ratios compare
various financial information pertaining to the statutory balance sheet and
income statement. The results are then compared to pre-established normal ranges
determined by the NAIC. Results outside the range typically require explanation
to the domiciliary insurance department.
At year-end 2001,2002, UG had one ratiotwo ratios outside the normal range, and APPL had three
ratios outside the normal range. All five ratios resulted from a 100%
coinsurance agreement between UG and APPL, which became effective on October 1,
2002. Under the terms of the agreement, APPL ceded and UG assumed all policies
in force of APPL as of the effective date of the agreement. The ratio is
related toagreement was
approved by the decrease in premium income. The decrease was attributable to the
continued business decline in new business writings combined with a decrease in
renewal premiums from normal terminationsOhio Department of existing business. As a result, UG
fell slightly outside the normal range for this ratio.Insurance.
The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. The
risk-based capital ("RBC") formula measures the adequacy of statutory capital
and surplus in relation to investment and insurance risks such as asset quality,
mortality and morbidity, asset and liability matching and other business
factors. The RBC formula is used by state insurance regulators as an early
warning tool to identify, for the purpose of initiating regulatory action,
insurance companies that potentially are inadequately capitalized. In addition,
the formula defines new minimum capital standards that will supplement the
current system of low fixed minimum capital and surplus requirements on a
state-by-state basis. Regulatory compliance is determined by a ratio of the
insurance company's regulatory total adjusted capital, as defined by the NAIC,
to its authorized control level RBC, as defined by the NAIC. Insurance companies
below specific trigger points or ratios are classified within certain levels,
each of which requires specific corrective action. The levels and ratios are as
follows:
Ratio of Total Adjusted Capital to
Authorized Control Level RBC
Regulatory Event (Less(Less Than or Equal to)
---------------- -----------------------
Company action level 2*
Regulatory action level 1.5
Authorized control level 1
Mandatory control level 0.7
* Or, 2.5 with negative trend.
At December 31, 2001,2002, each of the insurance subsidiaries has a Ratio that is in
excess of 4,5, which is 400%500% of the authorized control level; accordingly, the
insurance subsidiaries meet the RBC requirements.
The State of Florida began an investigation of industrial life insurance
policies in the fall of 1999 regarding policies with race-based premiums. This
investigation has quickly spread to other states and to other types of small
face amount policies and was expanded to consider the fairness of premiums for
all small policies including policies which did not have race-based premiums.
The NAIC historically has defined a "small face amount policy" as one with a
face amount of $15,000 or less. Under current reviews, some states have
increased this amount to policies of $25,000 or less. These states are
attempting to force insurers to refund "excess premiums" to insureds or
beneficiaries of insureds based on the recent American General settlement.insureds. The Company's insurance subsidiaries have no
race-based premium products, but do have policies with face amounts under the
above-scrutinized limitations. The outcome of this issue could be dramatic on
the insurance industry as a whole as well as the Company itself. The Company
will continue to monitor developments regarding this matter to determine to what
extent, if any, the Company may be exposed.
During 2000, Congress passed the Gramm-Leach-Bliley Financial Services
Modernization Act, which requires financial institutions, including all
insurers, to take certain steps to enhance privacy protections of nonpublic
personal information for consumers. The law is one of the most sweeping systems
of privacy protection and regulation ever imposed in our nation's history. It
requires financial companies to tell consumers how their financial information
is protected, and what a company's financial information sharing practices are,
both within a corporate family and with unrelated third parties. Companies must
inform their customers of their privacy policies and practices at the start of
their business relationship, and then at least once a year for the duration of
the relationship. Companies also must disclose the types of information that are
shared. The privacy protections under the act became effective November 13,
2000. Financial institutions had until July 1, 2001, to establish and implement
privacy policies. The Company has implemented new procedures and complied with
the requirements of this legislation.
A task force of the NAIC undertook a project to codify a comprehensive set of
statutory insurance accounting rules and regulations. Project results were
approved by the NAIC with an implementation date of January 1, 2001. Many states
in which the Company does business implemented these new rules with the same
effective date as proposed by the NAIC. The Company implemented these new
regulations effective January 1, 2001 as required. Implementation of these new
rules didto date has not havehad a material financial impact on the insurance
subsidiaries financial position or results of operations. The NAIC continues to
modify and amend issue papers regarding codification. The Company will continue
to monitor this issue as changes and new proposals are made.
On October 26, 2001, President Bush signed into law the "USA PATRIOT" Act of
2001 ("the Patriot Act"). This Law, enacted in response to the terrorist attacks
of September 11, 2001, strengthens our Nation's ability to combat terrorism and
prevent and detect money-laundering activities. Under Section 352 of the Patriot
Act, financial institutions (definition includes insurance companies) are
required to develop an anti-money laundering program. The practices and
procedures implemented under the program should reflect the risks of money
laundering given the entity's products, methods of distribution, contact with
customers and forms of customer payment and deposits. In addition, Section 326
of the Patriot Act creates minimum standards for financial institutions
regarding the identity of their customers in connection with the purchase of a
policy or contract of insurance. Final regulations regarding the aforementioned
Patriot Act, are to be issued by the Department of the Treasury sometime this
spring. In anticipation of the final regulations, the Company has instituted an
anti-money laundering program to comply with Section 352, and has communicated
this program throughout the organization. The Company is currently working on a
database program to facilitate compliance with Section 326. The Company will
monitor the release of the final regulations and make any adjustments needed for
continued compliance at that time.
On July 30, 2002, President Bush signed into law the "SARBANES-OXLEY" Act of
2002 ("the Act"). This Law, enacted in response to several high-profile business
failures, was developed to provide meaningful reforms that protect the public
interest and restore confidence in the reporting practices of publicly traded
companies. The implications of the Act to public companies, (which includes UTG)
are vast, widespread, and evolving. Many of the new requirements will not take
effect or full effect until after calendar-year-end companies have completed
their 2002 annual reports. The Company has implemented requirements affecting
the current reporting period, and is continually monitoring, evaluating, and
planning implementation of requirements that will need to be taken into account
in future reporting periods.
ACCOUNTING AND LEGAL DEVELOPMENTS
The Financial Accounting Standards Board ("FASB") has issued Statement No. 141,
Business Combinations,145,
Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.
142, Goodwill13, and Other Intangible Assets,Technical Corrections, Statement No. 143,146, Accounting for Asset Retirement Obligations,Costs
Associated with Exit or Disposal Activities, Statement No. 147, Acquisitions of
Certain Financial Institutions, an amendment of FASB Statements No. 72 and 144
and FASB Interpretation No. 9, and Statement No. 144,148, Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of FASB Statement No. 123.
Under Statement 4, all gains and losses from extinguishment of debt were
required to be aggregated, and, if material, classified as an extraordinary
item, net of related income tax effect. Statement 145 eliminates Statement 4 and
as a result, gains and losses from extinguishment of debt should be classified
as extraordinary items only if they meet certain criteria as outlined in Opinion
30. Applying the Impairmentprovisions of Opinion 30 will distinguish transactions that are
part of an entity's recurring operations from those that are unusual or
Disposalinfrequent or that meet the criteria for classification as an extraordinary
item. Statement 64 amended Statement 4 and is no longer necessary because
Statement 4 has been rescinded. Statement 44 was issued to establish accounting
requirements for the effects of Long-Lived Assets.transition to the provisions of the Motor
Carrier Act of 1980. Those transitions are completed; therefore, Statement 141 improves44 is
no longer necessary. Statement 145 also amends Statement 13 to require
sale-leaseback accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. Statement 145 also
makes various technical corrections to existing pronouncements, none of which
are substantive in nature. Statement 145 is required for fiscal years beginning
after May 15, 2002, with early application encouraged. The adoption of Statement
145 did not affect the transparencyCompany's financial position or results of operations
since the Company has had no transactions of the aforementioned kind, during the
reporting period.
Statement 146 was issued to address the accounting and reporting for business
combinationscosts
associated with exit or disposal activities because entities increasingly are
engaging in such activities and certain costs associated with those activities
were recognized as liabilities at a plan (commitment) date that did not meet the
definition of a liability as outlined in FASB Concepts Statement No. 6.
Statement 146 improves financial reporting for cost associated with exit or
disposal activities, by requiring that all business combinationsa liability for a cost associated with an
exit or disposal activity be accountedrecognized and measured initially at fair value
only when the liability is incurred. The accounting for under
a single method -similar events and
circumstances will be the purchase method. Usesame, thereby improving the comparability and
representational faithfulness of the pooling-of-interests method is
no longer permitted.reported financial information. The provisions
of this Statement 141 requiresare effective for exit or disposal activities that the purchase method be used for
business combinationsare
initiated after June 30, 2001.December 31, 2002, with early application encouraged. The
adoption of Statement 141146 did not affect the Company's financial position or
results of operations, since the Company has had no such business combinationsexit or disposal
activities during the reporting period.
Statement 142 requires that goodwill no longer be amortized147 was issued to earnings, but
instead be reviewed for impairment. This change provides investors with greater
transparency regardingaddress and clarify the economic value of goodwill and its impact on
earnings. The amortization of goodwill ceased for the Company upon the adoptionapplication of the statement at Januarypurchase
method of accounting as it applies to acquisitions of financial institutions,
except transactions between two or more mutual enterprises. The provisions of
Statement 147 are effective on October 1, 2002. The adoption of Statement 142 will result
in an expense reduction of approximately $90,000 per year, subject to any
impairment write-down that might arise from a management review.
Statement 143 requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred. When the
liability is initially recorded, the entity capitalizes a cost by increasing the
carrying amount of the related long-lived asset. Over time, the liability is
accreted to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. The standard is effective for fiscal
years beginning after June 15, 2002. The adoption of Statement 143 will147
did not affect the Company's financial position or results of operations, since
the Company has had no such asset retirement obligations.acquisitions of this nature during the reporting period.
Statement 144 requires that one148 was issued to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting model be used for long-lived assets
to be disposed of by sale, whether previously held and used or newly acquired,
and broadens the presentation of discontinued operations to include more
disposal transactions.stock-based
employee compensation. In addition, this statement requires entitiesStatement amends the disclosure
requirements of Statement 123 to recognize an impairment loss ifrequire prominent disclosures in both annual
and interim financial statements about the carrying amountmethod of a long-lived asset is not
recoverable from its undiscounted cash flows,accounting for stock-based
employee compensation and to measure an impairment loss
as the difference between the carrying amount and fair valueeffect of the asset. This
statement removes any previous requirements to allocate goodwill to long-lived
assets to be tested for impairment, and it further prescribes a
probability-weighted cash flow estimation approach to deal with situations in
which alternative courses of action to recover the carrying amount of a
long-lived asset are under consideration.method used on reported results. The
provisions of this Statement are effective for financial statements issued for
fiscal years beginning after December 15, 2001.2002. The adoption of Statement 144148
will not affect the Company's financial position or results of operations, since
the Company has no such
disposals forms of stock-based employee compensation.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk relates, broadly, to changes in the value of financial instruments
that arise from adverse movements in interest rates, equity prices and foreign
exchange rates. The Company is exposed principally to changes in interest rates
which affect the market prices of its fixed maturities available for sale and
its variable rate debt outstanding. The Company's exposure to equity prices and
foreign currency exchange rates is immaterial. The information is presented in
U.S. Dollars, the Company's reporting currency.
Interest rate risk
The Company could experience economic losses if it were required to liquidate
fixed income securities available for sale during periods of rising and/or
impairmentsvolatile interest rates. The Company attempts to long-lived assets.mitigate its exposure to
adverse interest rate movements through staggering the maturities of its fixed
maturity investments and through maintaining cash and other short term
investments to assure sufficient liquidity to meet its obligations and to
address reinvestment risk considerations.
Tabular presentation
The following table provides information about the Company's long term debt that
is sensitive to changes in interest rates. The table presents principal cash
flows and related weighted average interest rates by; expected maturity dates.
The Company has no derivative financial instruments or interest rate swap
contracts.
- ------------------------------------------------------------------------------------------------------------------------
December 31, 2002
- ------------------------------------------------------------------------------------------------------------------------
Expected maturity date
- ------------------ ------------ ---------- ---------- ---------- ---------- ------------ --------------- ---------------
2003 2004 2005 2006 2007 Thereafter Total Fair value
- ------------------ ------------ ---------- ---------- ---------- ---------- ------------ --------------- ---------------
Long term debt
- ------------------ ------------ ---------- ---------- ---------- ---------- ------------ --------------- ---------------
Fixed rate 705,499 763,259 763,259 763,259 0 0 2,995,275 3,148,352
- ------------------ ------------ ---------- ---------- ---------- ---------- ------------ --------------- ---------------
Avg. int. rate 0 7.0% 7.0% 7.0% 0 0 7.0%
- ------------------ ------------ ---------- ---------- ---------- ---------- ------------ --------------- ---------------
Variable rate 0 0 0 0 0 0 0 0
- ------------------ ------------ ---------- ---------- ---------- ---------- ------------ --------------- ---------------
Avg. int. rate 0 0 0 0 0 0 0
- ------------------ ------------ ---------- ---------- ---------- ---------- ------------ --------------- ---------------
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Listed below are the financial statements included in this Part of the Annual
Report on SEC Form 10-K:
Page No.
UNITED TRUST GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
Independent Auditors' Report for the
Yearsyears ended December 31, 2002, 2001, 2000, 1999.................................322000................................36
Consolidated Balance Sheets...............................................33Sheets..............................................37
Consolidated Statements of Operations.....................................34Operations....................................38
Consolidated Statements of Shareholders' Equity...........................35Equity..........................39
Consolidated Statements of Cash Flows.....................................36Flows....................................40
Notes to Consolidated Financial Statements............................ 37-64
Statements............................41-70
Independent Auditors' Report
Board of Directors and Shareholders
UNITED TRUST GROUP, INC.
We have audited the accompanying consolidated balance sheets of UNITED
TRUST GROUP, INC. (an Illinois corporation) and subsidiaries as of December 31,
20012002 and 2000,2001, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 2001.2002. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of UNITED TRUST
GROUP, INC. and subsidiaries as of December 31, 20012002 and 2000,2001, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 2001,2002, in conformity
with accounting principles generally accepted in the United States of America.
We have also audited Schedule I as of December 31, 2001,2002, and Schedules II,
IV and V as of December 31, 20012002 and 2000,2001, of UNITED TRUST GROUP, INC. and
subsidiaries and Schedules II, IV and V for each of the three years in the
period then ended. In our opinion, these schedules present fairly, in all
material respects, the information required to be set forth therein.
KERBER, ECK & BRAECKEL LLP
Springfield, Illinois
March 13, 200214, 2003
UNITED TRUST GROUP, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2002 and 2001
and 2000ASSETS
2002 2001
2000
------------ --------------------------- --------------
Investments:
Fixed maturities held to maturity, at amortized cost
(market $77,725,410$60,517,065 and $122,623,563)$77,725,410) $ 75,005,39558,327,663 $ 121,922,96375,005,395
Investments held for sale:
Fixed maturities, at market (cost $97,584,094$105,244,887 and $42,914,186)$97,584,094) 108,704,518 98,628,440 43,128,280
Equity securities, at market (cost $3,937,812$4,122,887 and $5,509,132)$3,937,812) 4,883,870 3,852,716 5,129,571
Mortgage loans on real estate at amortized cost 23,804,827 23,386,895 32,896,671
Investment real estate, at cost, net of accumulated depreciation 17,503,812 18,226,451 13,296,245
Policy loans 13,346,504 13,608,456 14,090,900
Short-term investments 377,676 581,382
1,686,397
------------ --------------------------- --------------
226,948,870 233,289,735 232,151,027
Cash and cash equivalents 24,050,485 15,477,348 15,065,076
Accrued investment income 2,452,840 3,002,860 3,482,036
Reinsurance receivables:
Future policy benefits 33,039,036 33,776,688 35,083,244
Policy claims and other benefits 3,770,285 4,042,779 3,911,258
Cost of insurance acquired 33,666,336 35,239,25623,156,164 33,081,336
Deferred policy acquisition costs 2,462,487 3,107,919 3,948,496
Cost in excess of net assets purchased,
net of accumulated amortization 0 345,779 1,118,525
Property and equipment, net of accumulated depreciation 2,203,408 2,459,117 2,762,619
Income taxes receivable, current 245,132 215,865 178,335
Other assets 574,263 139,245
680,239
------------ --------------------------- --------------
Total assets $ 329,523,671318,902,970 $ 333,620,111
============ ============328,938,671
=============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Policy liabilities and accruals:
Future policy benefits $ 236,449,241234,762,656 $ 240,238,991236,449,241
Policy claims and benefits payable 1,834,952 2,781,920 2,639,248
Other policyholder funds 1,176,359 1,255,990 1,445,857
Dividend and endowment accumulations 12,628,294 13,055,024 13,515,427
Deferred income taxes 12,239,060 13,569,523 12,056,497
Notes payable 2,995,275 4,400,670 1,817,169
Other liabilities 5,465,896 6,292,841
------------ ------------4,943,507 4,880,896
--------------- --------------
Total liabilities 276,978,264 278,006,030
------------ ------------270,580,103 276,393,264
--------------- --------------
Minority interests in consolidated subsidiaries 0 7,771,793
8,899,648
------------ --------------------------- --------------
Shareholders' equity:
Common stock - no par value, stated value $.02 per share.
Authorized 7,000,000 shares - 3,549,7913,536,311 and 4,175,0663,549,791 shares issued
and outstanding after deducting treasury shares of 147,607 and 75,236 and 47,50770,726 70,996 83,501
Additional paid-in capital 42,976,344 42,789,636 47,730,980
Retained earnings (accumulated deficit)2,503,856 1,004,238 (1,435,335)
Accumulated other comprehensive income 2,771,941 908,744
335,287
------------ --------------------------- --------------
Total shareholders' equity 48,322,867 44,773,614
46,714,433
------------ --------------------------- --------------
Total liabilities and shareholders' equity $ 329,523,671318,902,970 $ 333,620,111
============ ============
See accompanying notes.328,938,671
=============== ==============
UNITED TRUST GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Years Ended December 31, 20012002
2002 2001 2000
1999
------------- ------------- ---------------------------- ---------------- ----------------
Revenues:
Premiums and policy fees $ 18,693,022 $ 20,444,514 $ 23,045,858 $ 25,559,708
Reinsurance premiums and policy fees (2,700,622) (3,172,098) (3,556,172) (3,978,565)
Net investment income 13,346,824 15,067,059 16,085,833 14,529,537
Realized investment gains(losses), net 13,634 436,840 (260,078)
(530,894)
Other income 817,186 589,017 431,682
477,325
------------- ------------- ---------------------------- ---------------- ----------------
30,170,044 33,365,332 35,747,123 36,057,111
Benefits and other expenses:
Benefits, claims and settlement expenses:
Life 20,393,044 19,614,470 23,440,711 22,338,042
Reinsurance benefits and claims (3,043,115) (2,349,102) (3,376,091)
(3,610,459)
Annuity 1,151,973 1,244,663 1,210,783 1,390,592
Dividends to policyholders 984,346 1,015,055 1,003,954 1,170,710
Commissions and amortization of deferred
policy acquisition costs 785,861 1,262,974 2,089,313 2,893,898
Amortization of cost of insurance acquired 1,515,450 1,572,920 1,592,812
1,847,754
Operating expenses 5,876,456 6,485,691 10,115,786
7,533,374
Interest expense 263,441 326,499 376,924
637,647
------------- ------------- ---------------------------- ---------------- ----------------
27,927,456 29,173,170 36,454,192
34,201,558
------------- ------------- ---------------------------- ---------------- ----------------
Income (loss) before income taxes
and minority interest and equity in income (loss) of investees2,242,588 4,192,162 (707,069) 1,855,553
Income tax expense (479,355) (1,181,133) (228,783) (690,454)
Minority interest in (income) loss
of consolidated subsidiaries (263,615) (571,456) 239,426
(142,745)
Equity in income of investees 0 0 53,555
------------- ------------- ---------------------------- ---------------- ----------------
Net income (loss) $ 1,499,618 $ 2,439,573 $ (696,426)$ 1,075,909
============= ============= =============
=============== ================ ================
Basic income (loss) per share from continuing
operations and net income (loss) $ 0.43 $ 0.65 $ (0.17)$ 0.38
============= ============= =============
=============== ================ ================
Diluted income (loss) per share from continuing
operations and net income (loss) $ 0.37 $ 0.65 $ (0.17)$ 0.38
============= ============= =============
=============== ================ ================
Basic weighted average shares outstanding 3,505,424 3,733,432 4,056,439
2,839,703
============= ============= ============================ ================ ================
Diluted weighted average shares outstanding 4,005,424 3,733,432 4,056,439
2,839,934
============= ============= =============
See accompanying notes.=============== ================ ================
UNITED TRUST GROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three Years Ended December 31, 20012002
2002 2001 2000 1999
------------------------- ------------------------- -------------------------
Common stock
Balance, beginning of year $ 70,996 $ 83,501 $ 79,405
$ 49,809
Issued during year 1,177 0 4,096 29,986
Treasury shares acquired (1,447) (555) 0 (390)
Retired during year 0 (11,950) 0
0
----------- ----------- ----------------------- ------------ ------------
Balance, end of year $ 70,726 $ 70,996 $ 83,501
$ 79,405
=========== =========== ======================= ============ ============
Additional paid-in capital
Balance, beginning of year $ 42,789,636 $ 47,730,980 $ 45,175,076
$ 27,403,172
Issued during year 705,514 0 2,555,904 17,921,469
Treasury shares acquired (518,806) (172,927) 0 (149,565)
Retired during year 0 (4,768,417) 0
0
----------- ----------- ----------------------- ------------ ------------
Balance, end of year $ 42,976,344 $ 42,789,636 $ 47,730,980
$ 45,175,076
=========== =========== ======================= ============ ============
Retained earnings (accumulated deficit)
Balance, beginning of year $ 1,004,238 $ (1,435,335) $ (738,909)
$ (1,814,818)
Net income (loss) 1,499,618 $ 1,499,618 2,439,573 $ 2,439,573 (696,426) $ (696,426)
1,075,909 $ 1,075,909
----------- ----------- ----------------------- ------------ ------------
Balance, end of year $ 2,503,856 $ 1,004,238 $ (1,435,335)
$ (738,909)
=========== =========== ======================= ============ ============
Accumulated other comprehensive income (deficit)
Balance, beginning of year $ 908,744 $ 335,287 $ (1,138,900)
$ (276,852)
Other comprehensive income
(deficit)
Unrealized holding gain (loss) on securities
net of minority interest and
reclassification adjustment 1,863,197 1,863,197 573,457 573,457 1,474,187 1,474,187
(862,048) (862,048)
----------- ----------- ----------- ----------------------- ----------- ------------ ----------- ------------ -----------
Comprehensive income $ 3,362,815 $ 3,013,030 $ 777,761
$ 213,861
=========== =========== =======================
Balance, end of year $ 2,771,941 $ 908,744 $ 335,287
$ (1,138,900)
=========== =========== ======================= ============
Total shareholders' equity, end of year $ 48,322,867 $ 44,773,614 $ 46,714,433
$ 43,376,672
=========== =========== ===========
See accompanying notes.============ ============= ============
UNITED TRUST GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Years Ended December 31, 20012002
2002 2001 2000
1999
------------ ------------ ------------------------- ------------- --------------
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
Net income (loss) $ 1,499,618 $ 2,439,573 $ (696,426) $ 1,075,909
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities net of changes in assets and liabilities
resulting from the sales and purchases of subsidiaries:
Amortization/accretion of fixed maturities 513,308 150,579 152,917 489,491
Realized investment (gains) losses, net (13,634) (436,840) 260,078 530,894
Amortization of deferred policy acquisition costs 714,432 1,007,577 1,452,040 1,917,012
Amortization of cost of insurance acquired 1,515,450 1,572,920 1,592,812 1,847,754
Amortization of costs in excess of net assets purchased 90,0000 90,000 90,000
Depreciation 571,037 436,216 505,221
507,771
Minority interest 263,615 571,456 (239,426) 142,745
Charges for mortality and administration
of universal life and annuity products (8,660,548) (9,344,711) (10,151,024) (10,696,014)
Interest credited to account balances 5,468,318 5,749,098 6,109,491 6,300,667
Equity in income of investees 0 0 (53,555)
Policy acquisition costs deferred (69,000) (141,000) (273,000) (720,000)
Change in accrued investment income 550,020 479,176 (22,275) 123,747
Change in reinsurance receivables 1,010,146 1,175,305 928,890 606,509
Change in policy liabilities and accruals (2,279,449) (2,721,245) (3,647,101) (2,218,519)
Change in income taxes payable 413,476 1,090,064 399,435 127,588
Change in indebtedness to affiliates, net 0 0 (1,287)
Change in other assets and liabilities, net (1,458,143) (753,121) 1,382,877
(698,651)
------------ ------------ ------------------------- ------------- --------------
Net cash provided by (used in) operating activities 38,646 1,365,047 (2,155,491)
(627,939)
------------ ------------ ------------------------- ------------- --------------
Cash flows from investing activities:
Proceeds from investments sold and matured:
Fixed maturities held for sale 27,205,22529,748,521 30,309,229 5,607,700 1,430,000
Fixed maturities matured 50,952,81419,957,888 47,848,810 27,103,149 31,032,290
Equity securities 0 6,312,727 189,270
0
Mortgage loans 6,472,013 14,738,313 4,279,622
4,765,678
Real estate 1,179,931 2,135,472 4,743,146
2,705,093
Policy loans 3,112,687 2,912,296 2,918,627 3,169,753
Other long-term investments 0 0 906,278
0
Short-term 203,706 2,229,528 1,042,826
1,336,251
------------ ------------ ------------------------- ------------- --------------
Total proceeds from investments sold and matured 60,674,746 106,486,375 46,790,618 44,439,065
Cost of investments acquired:
Fixed maturities held for sale (37,341,428) (84,801,095) (19,996,972)
(31,366,755)
Fixed maturities (3,973,623) (1,124,925) (1,486,255)
(2,020,803)
Equity securities (185,075) (4,608,649) (2,673,199)
(161,255)
Mortgage loans (6,889,945) (5,325,569) (21,862,521)
(9,257,836)
Real estate (401,318) (6,995,455) (1,246,912)
(635,303)
Policy loans (2,850,735) (2,429,852) (2,858,415)
(3,186,825)
Short-term 0 (1,124,512) (498,956)
(2,503,722)
------------ ------------ ------------------------- ------------- --------------
Total cost of investments acquired (51,642,124) (106,410,057) (50,623,230) (49,132,499)
Purchase of property and equipment (24,439) (138,388) (108,346) (234,791)
Sale of property and equipment 0 201,064 0
0
------------ ------------ ------------------------- ------------- --------------
Net cash provided by (used in) investing activities 9,008,183 138,994 (3,940,958)
(4,928,225)
------------ ------------ ------------------------- ------------- --------------
Cash flows from financing activities:
Policyholder contract deposits 10,291,519 11,361,882 12,724,345 14,176,188
Policyholder contract withdrawals (7,959,754) (9,342,372) (10,962,425) (11,222,814)
Cash received in merger 0 0 607,508
Payments of principal on notes payable (3,405,395) (1,302,495) (1,540,800)
(3,149,369)Proceeds from line of credit 2,000,000 0 0
Purchase of stock of affiliates 0 (632,131) (87,399)
(56,053)Payments from FCC merger (1,586,500) 0 0
Issuance of common stock 706,691 0 0
Purchase of treasury sharesstock (520,253) (1,176,653) 0
(149,955)
------------ ------------ ------------------------- ------------- --------------
Net cash provided by (used in) financing activities (473,692) (1,091,769) 133,721
205,505
------------ ------------ ------------------------- ------------- --------------
Net increase (decrease) in cash and cash equivalents 8,573,137 412,272 (5,962,728) (5,350,659)
Cash and cash equivalents at beginning of year 15,477,348 15,065,076 21,027,804
26,378,463
------------ ------------ ------------------------- ------------- --------------
Cash and cash equivalents at end of year $ 24,050,485 $ 15,477,348 $ 15,065,076
$ 21,027,804
============ ============ ===========
See accompanying notes.============== ============= ==============
UNITED TRUST GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. ORGANIZATION - At December 31, 2001,2002, the significant majority-owned
subsidiaries of UNITED TRUST GROUP, INC., were as depicted on the
following organizational chart.
The Company's significant accounting policies, consistently applied in the
preparation of the accompanying consolidated financial statements, are
summarized as follows.
B. NATURE OF OPERATIONS - United Trust Group, Inc., is an insurance
holding company, which sells individual life insurance products
through its subsidiaries. The Company's principal market is the
Midwestern United States. The Company's dominant business is
individual life insurance which includes the servicing of existing
insurance business in force, the solicitation of new individual life
insurance and the acquisition of other companies in the insurance
business.
C. BUSINESS SEGMENTS - The Company has only one significant business
segment - insurance.
D. BASIS OF PRESENTATION - The financial statements of United Trust
Group, Inc., and its subsidiaries have been prepared in accordance
with accounting principles generally accepted in the United States of
America which differ from statutory accounting practices permitted by
insurance regulatory authorities.
E. PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of the Registrant and its majority-owned
subsidiaries. Investments in 20% to 50% owned affiliates in which
management has the ability to exercise significant influence are
included based on the equity method of accounting and the Company's
share of such affiliates' operating results is reflected in Equity in
loss of investees. Other investments in affiliates are carried at
cost. All significant intercompany accounts and transactions
have been eliminated.
F. INVESTMENTS - Investments are shown on the following bases:
Fixed maturities -- at cost, adjusted for amortization of premium or
discount and other-than-temporary market value declines. The amortized
cost of such investments differs from their market values; however,
the Company has the ability and intent to hold these investments to
maturity, at which time the full face value is expected to be
realized.
Investments held for sale -- at current market value, unrealized
appreciation or depreciation is charged directly to shareholders'
equity.
Mortgage loans on real estate -- at unpaid balances, adjusted for
amortization of premium or discount, less allowance for possible
losses.
Real estate - investment real estate at cost less allowance for
depreciation and, as appropriate, provisions for possible losses.
Accumulated depreciation on investment real estate was $169,281$460,170 and
$307,294$169,281 as of December 31, 20012002 and 2000,2001, respectively.
Policy loans -- at unpaid balances including accumulated interest but
not in excess of the cash surrender value.
Short-term investments -- at cost, which approximates current market
value.
Realized gains and losses on sales of investments are recognized in
net income on the specific identification basis.
Unrealized gains and losses on investments carried at market value are
recognized in other comprehensive income on the specific
identification basis.
G. CASH EQUIVALENTS - The Company considers certificates of deposit and
other short-term instruments with an original purchased maturity of
three months or less cash equivalents.
H. REINSURANCE - In the normal course of business, the Company seeks to
limit its exposure to loss on any single insured and to recover a
portion of benefits paid by ceding reinsurance to other insurance
enterprises or reinsurers under excess coverage and coinsurance
contracts. The Company retains a maximum of $125,000 of coverage per
individual life.
Amounts paid, or deemed to have been paid, for reinsurance contracts
are recorded as reinsurance receivables. Reinsurance receivables are
recognized in a manner consistent with the liabilities relating to the
underlying reinsured contracts. The cost of reinsurance related to
long-duration contracts is accounted for over the life of the
underlying reinsured policies using assumptions consistent with those
used to account for the underlying policies.
I. FUTURE POLICY BENEFITS AND EXPENSES - The liabilities for traditional
life insurance and accident and health insurance policy benefits are
computed using a net level method. These liabilities include
assumptions as to investment yields, mortality, withdrawals, and other
assumptions based on the life insurance subsidiaries' experience
adjusted to reflect anticipated trends and to include provisions for
possible unfavorable deviations. The Company makes these assumptions
at the time the contract is issued or, in the case of contracts
acquired by purchase, at the purchase date. Future policy benefits for
individual life insurance and annuity policies are computed using
interest rates ranging from 2% to 6% for life insurance and 2.5% to
9.25% for annuities. Benefit reserves for traditional life insurance
policies include certain deferred profits on limited-payment policies
that are being recognized in income over the policy term. Policy
benefit claims are charged to expense in the period that the claims
are incurred. Current mortality rate assumptions are based on 1975-80
select and ultimate tables. Withdrawal rate assumptions are based upon
Linton B or Linton C, which are industry standard actuarial tables for
forecasting assumed policy lapse rates.
Benefit reserves for universal life insurance and interest sensitive
life insurance products are computed under a retrospective deposit
method and represent policy account balances before applicable
surrender charges. Policy benefits and claims that are charged to
expense include benefit claims in excess of related policy account
balances. Interest crediting rates for universal life and interest
sensitive products range from 4.0% to 5.5% for the years ended
December 31, 2002 and 2001 and 4.5% to 5.5% for the yearsyear ended
December 31, 2000, and 1999, respectively.
J. POLICY AND CONTRACT CLAIMS - Policy and contract claims include
provisions for reported claims in process of settlement, valued in
accordance with the terms of the policies and contracts, as well as
provisions for claims incurred and unreported based on prior
experience of the Company. Incurred but not reported claims were
$900,894$908,006 and $900,114$900,894 as of December 31, 20012002 and 2000,2001, respectively.
K. COST OF INSURANCE ACQUIRED - When an insurance company is acquired,
the Company assigns a portion of its cost to the right to receive
future cash flows from insurance contracts existing at the date of the
acquisition. The cost of policies purchased represents the actuarially
determined present value of the projected future cash flows from the
acquired policies. The Company utilized 9% discount rate on
approximately 25% of the business and 15% discount rate on
approximately 75% of the business. 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 utilized in the
amortization calculation are 9% on approximately 25% of the balance
and 15% on the remaining balance. The interest rates vary due to
differences in the blocks of business. The amortization is adjusted
retrospectively when estimates of current or future gross profits to
be realized from a group of products are revised.
2002 2001 2000
1999
------------- ------------- --------------------------- --------------- --------------
Cost of insurance acquired,
Beginningbeginning of year $ 35,239,25633,081,336 $ 36,832,06834,654,256 $ 38,679,82236,247,068
Interest accretion 4,570,678 4,777,576 5,032,790
5,319,462
Amortization (6,086,128) (6,350,496) (6,625,602)
(7,167,216)
------------- ------------- --------------------------- --------------- --------------
Net amortization (1,515,450) (1,572,920) (1,592,812)
(1,847,754)
------------- ------------- -------------Revaluation adjustment from
UTG/FCC merger (8,409,722) 0 0
-------------- --------------- --------------
Cost of insurance acquired,
Endend of year $ 33,666,33623,156,164 $ 35,239,25633,081,336 $ 36,832,068
============= ============= =============34,654,256
============== =============== ==============
Estimated net amortization expense of cost of insurance acquired for the next
five years is as follows:
Interest Net
AccretionAmortizationAmortization
2002
2003 $ 4,571,0004,371,000 $ 6,086,0006,066,000 $ 1,515,000
2003 4,371,000 6,066,000 1,695,000
2004 4,140,000 6,034,000 1,894,000
2005 3,875,000 6,084,000 2,209,000
2006 3,560,000 6,422,000 2,862,000
2007 3,145,000 5,994,000 2,849,000
L. DEFERRED POLICY ACQUISITION COSTS - Commissions and other costs
(salaries of certain employees involved in the underwriting and policy
issue functions, and medical and inspection fees) of acquiring life
insurance products that vary with and are primarily related to the
production of new business have been deferred. Traditional life
insurance acquisition costs are being amortized over the
premium-paying period of the related policies using assumptions
consistent with those used in computing policy benefit reserves.
For universal life insurance and interest sensitive life insurance
products, acquisition costs are being amortized generally in
proportion to the present value of expected gross profits from
surrender charges and investment, mortality, and expense margins.
Under SFAS No. 97, "Accounting and Reporting by Insurance Enterprises
for Certain Long-Duration Contracts and for Realized Gains and Losses
from the Sale of Investments," the Company makes certain assumptions
regarding the mortality, persistency, expenses, and interest rates it
expects to experience in future periods. These assumptions are to be
best estimates and are to be periodically updated whenever actual
experience and/or expectations for the future change from initial
assumptions. The amortization is adjusted retrospectively when
estimates of current or future gross profits to be realized from a
group of products are revised.
The following table summarizes deferred policy acquisition costs and
related data for the years shown.
2002 2001 2000
1999
------------- ------------- --------------------------- --------------- --------------
Deferred, beginning of year $ 3,948,496 $ 5,127,536 $ 6,324,548
Acquisition costs deferred:
Commissions 108,000 184,000 566,000
Other expenses 59,000 89,000 154,000
------------- ------------- -------------
Total 167,000 273,000 720,000
Interest accretion 76,000 100,000 142,000
Amortization charged to income (1,083,577) (1,552,040) (2,059,012)
------------- ------------- -------------
Net amortization (1,007,577) (1,452,040) (1,917,012)
------------- ------------- -------------
Change for the year (840,577) (1,179,040) (1,197,012)
------------- ------------- -------------
Deferred, end of year $ 3,107,919 $ 3,948,496 $ 5,127,536
============= ============= =============Acquisition costs deferred:
Commissions 49,000 108,000 184,000
Other expenses 20,000 59,000 89,000
-------------- --------------- --------------
Total
Interest accretion 55,000 76,000 100,000
Amortization charged to income (769,432) (1,083,577) (1,552,040)
-------------- --------------- --------------
Net amortization
(714,432) (1,007,557) (1,452,040)
-------------- --------------- --------------
Change for the year (645,432) (840,577) (1,179,040)
-------------- --------------- --------------
Deferred, end of year $ 2,462,487 $ 3,107,919 $ 3,948,496
============== =============== ==============
The following table reflects the components of the income statement
for the line item commissions and amortization of deferred policy
acquisition costs:
2002 2001 2000
1999
---------- ----------- ------------ ------------ --------------
Net amortization of deferred
policy acquisition costs $ 714,432 $ 1,007,577 $ 1,452,040
$ 1,917,012
Commissions 71,429 255,397 637,273
976,886
---------- ----------- ------------ ------------ --------------
Total $ 785,861 $ 1,262,974 $ 2,089,313
$ 2,893,898
========== =========== ============ ============ ==============
Estimated net amortization expense of deferred policy acquisition
costs for the next five years is as follows:
Interest Net
Accretion Amortization Amortization
----------- ------------- -------------
2002-------------- --------------- ---------------
2003 $ 41,00017,000 $ 891,000790,000 $ 850,000
2003 36,000 763,000 727,000773,000
2004 32,000 648,000 616,00015,000 675,000 660,000
2005 28,000 546,000 518,00012,000 572,000 560,000
2006 25,000 450,000 425,00010,000 476,000 466,000
2007 9,000 350,000 341,000
M. COST IN EXCESS OF NET ASSETS PURCHASED - Cost in excess of net assets
purchased is the excess of the amount paid to acquire a company over
the fair value of its net assets. Costs in excess of net assets
purchased are amortized onOn January 1, 2002, the straight-line basis over a 40-year
period. Management continually reviews the value ofCompany
adopted FASB Statement No. 142, Goodwill and Intangible Assets, which
required that goodwill based on
estimates of future earnings. As part of this review, management
determines whether goodwill is fully recoverable from projected
undiscounted net cash flows from earnings of the subsidiaries over the
remaining amortization period. If management were to determine that
changes in such projected cash flows no longer supported the
recoverability of goodwill over the remaining amortization period, the
carrying value of goodwill would be reduced with a corresponding
chargeamortized to expense (no such changes have occurred).earnings, but instead
be reviewed for impairment. Accumulated amortization of cost in excess
of net assets purchased was $1,780,146 and $1,690,146 as of December 31, 2002 and
2001, and 2000, respectively. At December 31, 2002, the Company had no goodwill
on its balance sheet. The goodwill balance at year end 2001 was
eliminated in the purchase accounting valuations relating to the June
2002 merger of FCC.
N. PROPERTY AND EQUIPMENT - Company-occupied property, data processing
equipment and furniture and office equipment are stated at cost less
accumulated depreciation of $5,560,547$5,748,321 and $5,951,717$5,560,547 at December 31,
20012002 and 2000,2001, respectively. Depreciation is computed on a
straight-line basis for financial reporting purposes using estimated
useful lives of three to 30thirty years. Depreciation expense was
$280,148, $316,900, $372,313, and $379,715$372,313 for the years ended December 31,
2002, 2001, 2000,
and 1999,2000, respectively.
O. INCOME TAXES - Income taxes are reported under Statement of Financial
Accounting Standards Number 109. Deferred income taxes are recorded to
reflect the tax consequences on future periods of differences between
the tax bases of assets and liabilities and their financial reporting
amounts at the end of each such period.
P. EARNINGS PER SHARE - Earnings per share ("EPS") are reported under
Statement of Financial Accounting Standards Number 128. The objective
of both basic EPS and diluted EPS is to measure the performance of an
entity over the reporting period. Basic EPS is computed by dividing
income available to common stockholders (the numerator) by the
weighted-average number of common shares outstanding (the denominator)
during the period. Diluted EPS is similar to the computation of basic
EPS except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the
dilutive potential common shares had been issued. In addition, the
numerator also is adjusted for any changes in income or loss that
would result from the assumed conversion of those potential common
shares.
Q. TREASURY SHARES - The Company holds 75,236147,607 and 47,50775,236 shares of
common stock as treasury shares with a cost basis of $673,437$1,193,690 and
$499,955$673,437 at December 31, 20012002 and 2000,2001, respectively.
R. RECOGNITION OF REVENUES AND RELATED EXPENSES - Premiums for
traditional life insurance products, which include those products with
fixed and guaranteed premiums and benefits, consist principally of
whole life insurance policies, and certain annuities with life
contingencies are recognized as revenues when due. Limited payment
life insurance policies defer gross premiums received in excess of net
premiums, which is then recognized in income in a constant
relationship with insurance in force. Accident and health insurance
premiums are recognized as revenue pro rata over the terms of the
policies. Benefits and related expenses associated with the premiums
earned are charged to expense proportionately over the lives of the
policies through a provision for future policy benefit liabilities and
through deferral and amortization of deferred policy acquisition
costs. For universal life and investment products, generally there is
no requirement for payment of premium other than to maintain account
values at a level sufficient to pay mortality and expense charges.
Consequently, premiums for universal life policies and investment
products are not reported as revenue, but as deposits. Policy fee
revenue for universal life policies and investment products consists
of charges for the cost of insurance and policy administration fees
assessed during the period. Expenses include interest credited to
policy account balances and benefit claims incurred in excess of
policy account balances.
S. PARTICIPATING INSURANCE - Participating business represents 22%18% and
23%22% of the ordinary life insurance in force at December 31, 20012002 and
2000,2001, respectively. Premium income from participating business
represents 26%25%, 27%26%, and 29%27% of total premiums for the years ended
December 31, 2002, 2001 2000 and 1999,2000, respectively. The amount of
dividends to be paid is determined annually by the respective
insurance subsidiary's Board of Directors. Earnings allocable to
participating policyholders are based on legal requirements that vary
by state.
T. RECLASSIFICATIONS - Certain prior year amounts have been reclassified
to conform to the 20012002 presentation. Such reclassifications had no
effect on previously reported net loss, total assets,income or shareholders' equity.
U. USE OF ESTIMATES - In preparing financial statements in conformity
with accounting principles generally accepted in the United States of
America, management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
2. SHAREHOLDER DIVIDEND RESTRICTION
At December 31, 2001,2002, substantially all of consolidated shareholders' equity
represents net assets of UTG's subsidiaries. The payment of cash dividends to
shareholders by UTG and FCC is not legally restricted. However, the state insurance
department regulates insurance company dividend payments where the company is
domiciled. UG's dividend limitations are described below.
Ohio domiciled insurance companies require five days prior notification to the
insurance commissioner for the payment of an ordinary dividend. Ordinary
dividends are defined as the greater of: a) prior year statutory earnings or b)
10% of statutory capital and surplus. For the year ended December 31, 2001,2002, UG
had a statutory gain from operations of $2,212,215.$2,062,744. At December 31, 2001,2002, UG's
statutory capital and surplus amounted to $16,105,265.$16,030,200. Extraordinary dividends
(amounts in excess of ordinary dividend limitations) require prior approval of
the insurance commissioner and are not restricted to a specific calculation. UG
paid ordinary dividends of $800,000 to the former FCC in 2002, and $1,400,000 to
UTG in 2002.
3. INCOME TAXES
Until 1984, the insurance companies were taxed under the provisions of the Life
Insurance Company Income Tax Act of 1959 as amended by the Tax Equity and Fiscal
Responsibility Act of 1982. These laws were superseded by the Deficit Reduction
Act of 1984. All of these laws are based primarily upon statutory results with
certain special deductions and other items available only to life insurance
companies. Under the provision of the pre-1984 life insurance company income tax
regulations, a portion of "gain from operations" of a life insurance company was
not subject to current taxation but was accumulated, for tax purposes, in a
special tax memorandum account designated as "policyholders' surplus account".
Federal income taxes will become payable on this account at the then current tax
rate when and if distributions to shareholders, other than stock dividends and
other limited exceptions, are made in excess of the accumulated previously taxed
income maintained in the "shareholders surplus account".
The following table summarizes the companies with this situation and the maximum
amount of income that has not been taxed in each.
Shareholders' Untaxed
Company Surplus Balance
- ----------------------------------------- ----------------- -------------- -----------
ABE $ 5,457,8805,286,670 $ 1,149,693
APPL 7,098,8246,452,554 1,525,367
UG 28,897,11328,019,005 4,363,821
The payment of taxes on this income is not anticipated; and, accordingly, no
deferred taxes have been established.
The life insurance company subsidiaries file a consolidated federal income tax
return. The holdingnon-insurance companies of the group file separate returns.
Life insurance company taxation is based primarily upon statutory results with
certain special deductions and other items available only to life insurance
companies. Income tax expense consists of the following components:
2002 2001 2000
1999
------------- ------------- ---------------------------- ---------------- ---------------
Current tax expense $ 7,893 $ 53,539 $ 85,440
$ 12,654
Deferred tax expense 471,462 1,127,594 143,343
677,800
------------- ------------- ---------------------------- ---------------- ---------------
$ 479,355 $ 1,181,133 $ 228,783
$ 690,454
============= ============= ============================ ================ ===============
The Companies have net operating loss carryforwards for federal income tax
purposes expiring as follows:
UTG UG
FCC
----------- ----------- ------------
2006 $ 101,718 $ 0 $ 0
2007 179,894 0 0------------- -------------
2019 0 1,165,779863,986
2021 177,037 0
2020 0 0 525,451
2021 164,902 0 0
----------- ----------- ------------------------- -------------
TOTAL $ 446,514177,037 $ 1,165,779 $ 525,451
=========== =========== ============863,986
============= =============
The Company has established a deferred tax asset of $748,211$364,358 for its operating
loss carryforwards and has established anno allowance of $183,908.in the current year. The
total allowances established on deferred tax assets decreased $195,518 in 2001.the prior year was
$183,908.
The following table shows the reconciliation of net income to taxable income of
UTG:
2002 2001 2000
1999
------------ ------------ ------------- ------------- --------------
Net income (loss) $ 1,499,618 $ 2,439,573 $ (696,426) $ 1,075,909
Federal income tax provision 327,472 12,043 60,550 192,247
Loss (gain) of subsidiaries (861,049) (2,409,467) 762,656
(615,995)
Gain of investees 0 0 (53,555)
------------ ------------ ------------- ------------- --------------
Taxable income $ 966,041 $ 42,149 $ 126,780 $ 598,606
============ ============ ============= ============= ==============
UTG has a net operating loss carryforward of $446,514$177,037 at December 31, 2001.2002. UTG
has averaged approximately $256,000$536,000 in taxable income over the past three years
and must average taxable income of approximately $90,000$10,000 over the next five19 years
to fully realize its net operating loss carryforwards,carryforward, as UTG's operating
loss carryforwards do not begin to expire until the year 2006. UG must average
approximately $65,000 of taxable income per year to fully realize its net
operating loss carryforward for which no allowance is established. Management
believes future earnings of UG will be sufficient to fully utilize net operating
loss carryforwards. FCC must average approximately $28,000 of taxable income to
fully realize its net operating loss carryforwards. FCC's operating loss
carryforward does not expire until the year 2020.2021. UG has a net operating loss
carryforward of $863,986 at December 31, 2002. UG must average taxable income of
approximately $50,000 over the next 17 years to fully realize its net operating
loss carryforward, as UG's operating loss carryforward does not expire until the
year 2019. Management believes future earnings of both UTG and UG will be
sufficient to fully utilize their respective net operating loss carryforwards.
Therefore, management has established anno allowance for potential
uncollectibility of $183,908 for FCC'sits loss carryforwards.carryforwards in the current year.
The expense or (credit) for income differed from the amounts computed by
applying the applicable United States statutory rate of 35% before income taxes
as a result of the following differences:
2002 2001 2000
1999
------------ ------------ ------------- ------------- --------------
Tax computed at statutory rate $ 784,906 $ 1,467,257 $ (247,474) $ 649,444
Changes in taxes due to:
Cost in excess of net assets purchased 31,5000 31,500 31,500
Current year loss for which no benefit realized 0 0 546,231 0
realized
Benefit of prior losses (309,710) (159,456) (139,061)
(6,309)
Other 4,159 (158,168) 37,587
15,819
------------ ------------ ------------- ------------- --------------
Income tax expense $ 479,355 $ 1,181,133 $ 228,783
$ 690,454
============ ============ ============= ============= ==============
The following table summarizes the major components that comprise the deferred
tax liability as reflected in the balance sheets:
2002 2001
2000
------------ ----------------------------- ---------------
Investments $ 1,820,1772,883,414 $ 1,402,4311,820,177
Cost of insurance acquired 9,328,616 12,835,481 13,427,963
Other assets 0 (72,468)
Deferred policy acquisition costs 861,870 1,087,772 1,381,974
Agent balances 0 (6,239)
Management/consulting fees (321,086) (508,101) (810,717)
Future policy benefits (1,014,369) (1,531,687) (2,485,664)
Gain on sale of subsidiary 2,312,483 2,312,483
Net operating loss carryforward (364,358) (564,303) (815,417)
Other liabilities (130,594) (372,303) (614,374)
Federal tax DAC (1,316,916) (1,509,996)
(1,663,475)
------------ ----------------------------- ---------------
Deferred tax liability $ 12,239,060 $ 13,569,523
$ 12,056,497
============ ============================= ===============
4. ANALYSIS OF INVESTMENTS, INVESTMENT INCOME AND INVESTMENT GAIN
A. NET INVESTMENT INCOME - The following table reflects net investment income
by type of investment:
December 31,
------------------------------------------------------------------------------------------------------
2002 2001 2000
1999
------------- ------------- --------------------------- --------------- ---------------
Fixed maturities and fixed maturities
Heldheld for sale $ 10,302,735 $ 10,831,162 $ 11,775,706
$ 11,886,968
Equity securities 131,778 131,263 116,327
91,429
Mortgage loans 1,749,935 2,715,834 1,777,374
1,079,332
Real estate 730,501 488,168 611,494
389,181
Policy loans 965,227 970,142 997,381 991,812
Other long-term investments 0 0 655,418 63,528
Short-term investments 26,522 110,229 158,378
147,726
Cash 211,293 606,128 936,433
850,836
------------- ------------- --------------------------- --------------- ---------------
Total consolidated investment income 14,117,991 15,852,926 17,028,511
15,500,812
Investment expenses (771,167) (785,867) (942,678)
(971,275)
------------- ------------- --------------------------- --------------- ---------------
Consolidated net investment income $ 13,346,824 $ 15,067,059 $ 16,085,833
$ 14,529,537
============= ============= =========================== =============== ===============
At December 31, 2001,2002, the Company had a total of $200,000$656,716 in investment real
estate and $1,477,950 in equity securities, which did not produce income during
2001.2002.
The following table summarizes the Company's fixed maturity holdings and
investments held for sale by major classifications:
Carrying Value
----------------------------------------------------------------------
2002 2001
2000-------------- ------------- -----------
Investments held for sale:
Fixed maturities
U.S. Government, government agencies and authorities $ 36,182,83927,646,891 $ 35,444,31236,182,839
State, municipalities and political subdivisions 212,015 202,256 206,006
Collateralized mortgage obligations 66,820,749 54,003,623 5,962,594
All other corporate bonds 14,024,863 8,239,722
1,515,368-------------- -------------
-----------$ 108,704,518 $ 98,628,440
$ 43,128,280============== ============= ===========
Equity securities
Banks, trust and insurance companies $ 1,100,0001,209,756 $ 3,142,3201,100,000
Industrial and miscellaneous 3,674,114 2,752,716
1,987,251-------------- -------------
-----------$ 4,883,870 $ 3,852,716
$ 5,129,571============== ============= ===========
Fixed maturities held to maturity:
U.S. Government, government agencies and authorities $ 6,904,7577,480,490 $ 31,350,7996,904,757
State, municipalities and political subdivisions 8,195,248 11,788,567 15,318,605
Collateralized mortgage obligations 60,820 128,471 3,178,210
Public utilities 15,134,965 22,219,127 27,287,454
All other corporate bonds 27,456,140 33,964,473
44,787,895-------------- -------------
-----------$ 58,327,663 $ 75,005,395
$ 121,922,963============== ============= ===========
By insurance statute, the majority of the Company's investment portfolio is
invested in investment grade securities to provide ample protection for
policyholders. The Company does not invest in so-called "junk bonds" or
derivative investments.
Below investment grade debt securities generally provide higher yields and
involve greater risks than investment grade debt securities because their
issuers typically are more highly leveraged and more vulnerable to adverse
economic conditions than investment grade issuers. In addition, the trading
market for these securities is usually more limited than for investment grade
debt securities. Debt securities classified as below-investment grade are those
that receive a Standard & Poor's rating of BB or below.
The following table summarizes by category securities held that are below
investment grade at amortized cost:
Below Investment
Grade Investments 2002 2001 2000
1999
- ------------------------- ----------- ---------- --------------------------------------- -------------- ------------ ------------
Public Utilities $ 1,274,374 $ 2,091,138 $ 0
$ 251,878
CMO 40,146 43,189 239,165
0
Corporate 1,370,622 271,420 23,000
276,649
----------- ---------- ------------------------ ------------ ------------
Total $ 2,685,142 $ 2,405,747 $ 262,165
$ 528,527
=========== ========== ======================== ============ ============
B. INVESTMENT SECURITIES
The amortized cost and estimated market values of investments in securities
including investments held for sale are as follows:
Cost or Gross Gross Estimated
Amortized Unrealized Unrealized Market
2002 Cost Gains Losses Value
- ------------------------------------ ------------- ------------ -------------- -------------
Investments held for sale:
U.S. Government and govt.
Agencies and authorities $ 26,271,281 $ 1,375,610 $ 0 $ 27,646,891
States, municipalities and
Political subdivisions 193,619 18,396 0 212,015
Collateralized mortgage
Obligations 65,603,941 1,225,986 (9,178) 66,820,749
Public utilities 0 0 0 0
All other corporate bonds 13,176,046 869,187 (20,370) 14,024,863
------------- ------------ -------------- -------------
105,244,887 3,489,179 (29,548) 108,704,518
Equity securities 4,122,887 1,795,527 (1,034,544) 4,883,870
------------- ------------ -------------- -------------
Total $ 109,367,774 $ 5,284,706 $ (1,064,092) $ 113,588,388
============= ============ ============== =============
Fixed maturities held to maturity:
U.S. Government and govt.
Agencies and authorities $ 7,480,490 $ 403,473 $ (3) $ 7,883,960
States, municipalities and
Political subdivisions 8,195,248 406,211 (7,753) 8,593,706
Collateralized mortgage
Obligations 60,820 4,296 0 65,116
Public utilities 15,134,965 509,875 (96,029) 15,548,811
All other corporate bonds 27,456,140 1,058,270 (88,938) 28,425,472
------------- ------------ -------------- -------------
Total $ 58,327,663 $ 2,382,125 $ (192,723) $ 60,517,065
============= ============ ============== =============
Cost or Gross Gross Estimated
Amortized Unrealized Unrealized Market
2001 Cost Gains Losses Value
- -------------------------------------------------------------------- -------------- ------------ ----------- ------------ -------------------------- -------------
Investments held for sale:
U.S. Government and govt.
Agencies and authorities $ 35,240,384 $ 942,455 $ 0 $ 36,182,839
States, municipalities and
Political subdivisions 192,059 10,197 0 202,256
Collateralized mortgage
Obligations 53,777,577 447,019 (220,973) 54,003,623
Public utilities 0 0 0 0
All other corporate bonds 8,374,074 321 (134,673) 8,239,722
-------------- ------------ ----------- ------------ -------------------------- -------------
97,584,094 1,399,992 (355,646) 98,628,440
Equity securities 3,937,812 953,448 (1,038,544) 3,852,716
-------------- ------------ ----------- ------------ -------------------------- -------------
Total $ 101,521,906 $ 2,353,440 $ (1,394,190) $ 102,481,156
============== ============ =========== ============ ========================== =============
Fixed maturities held to maturity:
U.S. Government and govt.
Agencies and authorities $ 6,904,757 $ 280,101 $ (893) $ 7,183,965
States, municipalities and
Political subdivisions 11,788,567 360,714 (119,497) 12,029,784
Collateralized mortgage
Obligations 128,471 4,820 0 133,291
Public utilities 22,219,127 859,864 (70,947) 23,008,044
All other corporate bonds 33,964,473 1,410,244 (4,391) 35,370,326
-------------- ------------ ----------- ------------ -------------------------- -------------
Total $ 75,005,395 $ 2,915,743 $ (195,728) $ 77,725,410
============== ============ =========== ============ ============
Cost or Gross Gross Estimated
Amortized Unrealized Unrealized Market
2000 Cost Gains Losses Value
- ------------------------------- ------------ ----------- ------------ ------------
Investments held for sale:
U.S. Government and govt.
Agencies and authorities $ 35,281,562 $ 245,119 $ (82,369) $ 35,444,312
States, municipalities and
Political subdivisions 190,593 15,413 0 206,006
Collateralized mortgage
Obligations 5,919,553 58,179 (15,138) 5,962,594
Public utilities 0 0 0 0
All other corporate bonds 1,522,478 0 (7,110) 1,515,368
------------ ----------- ------------ ------------
42,914,186 318,711 (104,617) 43,128,280
Equity securities 5,413,507 637,191 (921,127) 5,129,571
------------ ----------- ------------ ------------
Total $ 48,327,693 $ 955,902 $ (1,025,744) $ 48,257,851
============ =========== ============ ============
Fixed maturities held to maturity:
U.S. Government and govt.
Agencies and authorities $ 31,350,799 $ 148,229 $ (282,088) $ 31,216,940
States, municipalities and
Political subdivisions 15,318,605 299,028 (45,335) 15,572,298
Collateralized mortgage
Obligations 3,178,210 35,628 (3,323) 3,210,515
Public utilities 27,287,454 460,241 (220,316) 27,527,379
All other corporate bonds 44,787,895 505,860 (197,324) 45,096,431
------------ ----------- ------------ ------------
Total $ 121,922,963 $ 1,448,986 $ (748,386) $ 122,623,563
============ =========== ============ ========================== =============
The amortized cost and estimated market value of debt securities at
December 31, 2001,2002, 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 Held for Sale Estimated
Amortized Market
December 31, 20012002 Cost Value
- ------------------------------------- ------------ ----------------------------------------------------- -------------- --------------
Due in one year or less $ 2,050,5641,027,197 $ 2,070,4541,062,985
Due after one year through five years 30,977,228 31,727,23731,766,665 33,309,128
Due after five years through ten years 10,621,666 10,659,9996,688,465 7,334,766
Due after ten years 157,059 167,127158,619 176,890
Collateralized mortgage obligations 53,777,577 54,003,623
------------ ------------65,603,941 66,820,749
-------------- --------------
Total $ 97,584,094105,244,887 $ 98,628,440
============ ============108,704,518
============== ==============
Estimated
Fixed Maturities Held to Maturity Amortized Market
December 31, 20012002 Cost Value
- ------------------------------------- ------------ ----------------------------------------------------- -------------- --------------
Due in one year or less $ 15,196,02027,179,794 $ 15,398,29127,550,341
Due after one year through five years 52,768,493 55,169,49026,921,769 28,509,885
Due after five years through ten years 3,315,143 3,509,5251,858,205 2,070,897
Due after ten years 3,597,268 3,514,8132,307,075 2,320,826
Collateralized mortgage obligations 128,471 133,291
------------ ------------60,820 65,116
-------------- --------------
Total $ 75,005,39558,327,663 $ 77,725,410
============ ============60,517,065
============== ==============
An analysis of sales, maturities and principal repayments of the Company's
fixed maturities portfolio for the years ended December 31, 2002, 2001 2000 and
19992000 is as follows:
Cost or Gross Gross Proceeds
Amortized Realized Realized From
Year ended December 31, 2002 Cost Gains Losses Sale
- --------------------------------- ------------- ----------- ------------- -------------
Scheduled principal repayments,
Calls and tenders:
Held for sale $ 29,746,832 $ 1,689 $ 0 $ 29,748,521
Held to maturity 20,071,850 7,782 (6,744) 20,072,888
Sales:
Held for sale 0 0 0 0
Held to maturity 0 0 0 0
------------- ----------- ------------- -------------
Total $ 49,818,682 $ 9,471 $ (6,744) $ 49,821,409
============= =========== ============= =============
Cost or Gross Gross Proceeds
Amortized Realized Realized From
Year ended December 31, 2001 Cost Gains Losses Sale
- ------------------------------- ------------ ---------- ------------ --------------------------------------------- ------------- ----------- ------------- -------------
Scheduled principal repayments,
Calls and tenders:
Held for sale $ 20,479,56023,583,564 $ 10,440 $ 0 $ 20,490,00023,594,004
Held to maturity 51,025,35847,921,354 34,690 (107,234) 50,952,81447,848,810
Sales:
Held for sale 6,518,181 197,044 0 6,715,225
Held to maturity 0 0 0 0
------------ ---------- ------------ ----------------------- ------------- -------------
Total $ 78,023,099 $ 242,174 $ (107,234) $ 78,158,039
============ ========== ============ ========================= =========== ============= =============
Cost or Gross Gross Proceeds
Amortized Realized Realized From
Year ended December 31, 2000 Cost Gains Losses Sale
- ------------------------------- ------------ ---------- ------------ --------------------------------------------- ------------- ----------- ------------- -------------
Scheduled principal repayments,
Calls and tenders:
Held for sale $ 5,611,476 $ 71 $ (3,847) $ 5,607,700
Held to maturity 27,047,819 59,463 (4,133) 27,103,149
Sales:
Held for sale 0 0 0 0
Held to maturity 0 0 0 0
------------ ---------- ------------ ------------------------- ----------- ------------- -------------
Total $ 32,659,295 $ 59,534 $ (7,980) $ 32,710,849
============ ========== ============ ============
Cost or Gross Gross Proceeds
Amortized Realized Realized From
Year ended December 31, 1999 Cost Gains Losses Sale
- ------------------------------- ------------ ---------- ------------ ------------
Scheduled principal
repayments,
Calls and tenders:
Held for sale $ 1,430,000 $ 0 $ 0 $ 1,430,000
Held to maturity 31,037,532 16,480 (21,722) 31,032,290
Sales:
Held for sale 0 0 0 0
Held to maturity 0 0 0 0
------------ ---------- ------------ ------------
Total $ 32,467,532 $ 16,480 $ (21,722) $ 32,462,290
============ ========== ============ ========================= =========== ============= =============
C. INVESTMENTS ON DEPOSIT - At December 31, 2001,2002, investments carried at
approximately $12,657,000$12,386,000 were on deposit with various state insurance
departments.
5. DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS
The financial statements include various estimated fair value information at
December 31, 20012002 and 2000,2001, as required by Statement of Financial Accounting
Standards 107, Disclosure about Fair Value of Financial Instruments ("SFAS
107"). Such information, which pertains to the Company's financial instruments,
is based on the requirements set forth in that Statement and does not purport to
represent the aggregate net fair value of the Company.
The following methods and assumptions were used to estimate the fair value of
each class of financial instrument required to be valued by SFAS 107 for which
it is practicable to estimate that value:
(a) Cash and Cash equivalents
The carrying amount in the financial statements approximates fair value because
of the relatively short period of time between the origination of the
instruments and their expected realization.
(b) Fixed maturities and investments held for sale
Quoted market prices, if available, are used to determine the fair value. If
quoted market prices are not available, management estimates the fair value
based on the quoted market price of a financial instrument with similar
characteristics.
(c) Mortgage loans on real estate
The fair values of mortgage loans are estimated using discounted cash flow
analyses and interest rates being offered for similar loans to borrowers with
similar credit ratings.
(d) Investment real estate and real estate acquired in satisfaction of debt
An estimate of fair value is based on management's review of the individual real
estate holdings. Management utilizes sales of surrounding properties, current
market conditions and geographic considerations. Management conservatively
estimates the fair value of the portfolio is equal to the carrying value.
(e) Policy loans
It is not practicablepractical to estimate the fair value of policy loans as they have no
stated maturity and their rates are set at a fixed spread to related policy
liability rates. Policy loans are carried at the aggregate unpaid principal
balances in the consolidated balance sheets, and earn interest at rates ranging
from 4% to 8%. Individual policy liabilities in all cases equal or exceed
outstanding policy loan balances.
(f) Short-term investments
For short-term instruments, the carrying amount is a reasonable estimate of fair
value. Short-term instruments represent collateral loans and certificates of
deposit with various banks that are protected under FDIC.
(g) Notes payable
For borrowings subject to floating rates of interest, carrying value is a
reasonable estimate of fair value. For fixed rate borrowings fair value was
determined based on the borrowing rates currently available to the Company for
loans with similar terms and average maturities.
The estimated fair values of the Company's financial instruments required to be
valued by SFAS 107 are as follows as of December 31:
2002 2001
2000
--------------------------------------------------------------------------------------------------------------------------------------
Estimated Estimated
Carrying Fair Carrying Fair
Assets Amount Value Amount Value
------------ ------------ ------------ -------------------------- -------------- --------------- ---------------
Fixed maturities $ 58,327,663 $ 60,517,065 $ 75,005,395 $ 77,725,410 $ 121,922,963 $ 122,623,563
Fixed maturities held for sale 108,704,518 108,704,518 98,628,440 98,628,440
43,128,280 43,128,280
Equity securities 4,883,870 4,883,870 3,852,716 3,852,716 5,129,571 5,129,571
Mortgage loans on real estate 23,804,827 23,882,286 23,386,895 23,360,333 32,896,671 32,841,254
Investment in real estate 17,503,812 17,503,812 18,226,451 18,226,451
13,296,245 13,296,245
Policy loans 13,346,504 13,346,504 13,608,456 13,608,456
14,090,900 14,090,900
Short-term investments 377,676 377,676 581,382 581,382
1,686,397 1,686,397
Liabilities
Notes payable 2,995,275 3,148,352 4,400,670 4,696,612 1,817,169 1,594,016
6. STATUTORY EQUITY AND INCOME FROM OPERATIONS
The Company's insurance subsidiaries are domiciled in Ohio Illinois and West
VirginiaIllinois and
prepare their statutory-based financial statements in accordance with accounting
practices prescribed or permitted by the respective insurance department. These
principles differ significantly from accounting principles generally accepted in
the United States of America. "Prescribed" statutory accounting practices
include state laws, regulations, and general administrative rules, as well as a
variety of publications of the National Association of Insurance Commissioners
("NAIC"). "Permitted" statutory accounting practices encompass all accounting
practices that are not prescribed; such practices may differ from state to
state, from company to company within a state, and may change in the future. The
NAIC recently completed the process of codifying statutory accounting practices,
the result of which is to constitute the only source of "prescribed" statutory
accounting practices. The new rules promulgated by the codifying of statutory
accounting practices became effective January 1, 2001. Accordingly, these
uniform rules change prescribed statutory accounting practices and result in
changes to the accounting practices that insurance enterprises use to prepare
their statutory financial statements. Implementation of the codification rules
did not have a material financial impact on the financial condition of the
Company's life insurance subsidiaries. UG's total statutory shareholders' equity
was $16,105,265$16,030,200 and $14,288,015$16,105,265 at December 31, 20012002 and 2000,2001, respectively. The
Company's life insurance subsidiaries reported combined statutory operating
income before taxes (exclusive of intercompany dividends) of approximately
$2,700,000, $2,913,000 and $2,091,000 for 2002, 2001 and $3,843,000 for 2001, 2000,
and 1999, respectively.
7. REINSURANCE
As is customary in the insurance industry, the insurance affiliatessubsidiaries of the
Company cede insurance to, and assume insurance from, other insurance companies
under reinsurance agreements. Reinsurance agreements are intended to limit a
life insurer's maximum loss on a large or unusually hazardous risk or to obtain
a greater diversification of risk. The ceding insurance company remains
primarily liable with respect to ceded insurance should any reinsurer be unable
to meet the obligations assumed by it. However, it is the practice of insurers
to reduce their exposure to loss to the extent that they have been reinsured
with other insurance companies. The Company sets a limit on the amount of
insurance retained on the life of any one person. The Company will not retain
more than $125,000, including accidental death benefits, on any one life. At
December 31, 2001,2002, the Company had gross insurance in force of $2.630$2.441 billion of
which approximately $654$527 million was ceded to reinsurers.
The Company's reinsured business is ceded to numerous reinsurers. The Company
believes the assuming companies are able to honor all contractual commitments,
based on the Company's periodic reviews of their financial statements, insurance
industry reports and reports filed with state insurance departments.
Currently, the Company is utilizing reinsurance agreements with Business Mens'
Assurance Company, ("BMA") and Life Reassurance Corporation of America, ("LIFE
RE"). Recently, Swiss Re Life and Health America Incorporated merged into LIFE
RE and the merged entity was renamed Swiss Re Life and Health America Incorporated
("SWISS RE"). BMA and SWISS RE currenty hold an "A" (Excellent), and "A++"
(Superior) rating, respectively, from A.M. Best, an industry rating company. The
reinsurance agreements were effective December 1, 1993, and cover all new
business of the Company. The agreements are a yearly renewable term ("YRT")
treaty where the Company cedes amounts above its retention limit of $100,000
with a minimum cession of $25,000.
UG entered a coinsurance agreement with Park Avenue Life Insurance Company
("PALIC") as of September 30, 1996. Under the terms of the agreement, UG ceded
to PALIC substantially all of its paid-up life insurance policies. Paid-up life
insurance generally refers to non-premium paying life insurance policies. PALIC
and its ultimate parent The Guardian Life Insurance Company of America
("Guardian"), currently hold an "A" (Excellent), and "A+" (Superior) rating,
respectively, from A.M. Best, an industry rating company. The agreement with
PALIC accounts for approximately 66% of the reinsurance receivables, as of
December 31, 2001.2002.
On September 30, 1998, UG entered into a coinsurance agreement with The
Independent Order of Vikings, an Illinois fraternal organization ("IOV"). Under
the terms of the agreement, UG agreed to assume on a coinsurance basis, 25% of
the reserves and liabilities arising from all inforce insurance contracts issued
by the IOV to its members. At December 31, 2001,2002, the IOV insurance inforce was
approximately $1,696,000,$1,700,000, with reserves being held on that amount of
approximately $403,500.$400,000.
On June 1, 2000, UG assumed an already existing coinsurance agreement, dated
January 1, 1992, between Lancaster Life Reinsurance Company, an Arizona
corporation ("LLRC") and Investors Heritage Life Insurance Company, a
corporation organized under the laws of the Commonwealth of Kentucky ("IHL").
Under the terms of the agreement, LLRC agreed to assume from IHL a 90% quota
share of new issues of credit life and accident and health policies that have
been written on or after January 1, 1992 through various branches of the First
Southern National Bank. The maximum amount of credit life insurance that can be
assumed on any one individual's life is $15,000. UG assumed all the rights and
obligations formerly held by LLRC as the reinsurer in the agreement. LLRC
liquidated its charter immediately following the transfer. At December 31, 2001,2002,
IHL has insurance inforce of approximately $4,148,000.$3,700,000, with reserves being held
on that amount of approximately $45,000.
On October 1, 2002, APPL entered into a 100% coinsurance agreement, with UG,
whereby APPL ceded and UG assumed all policies in force of APPL as of the
effective date of the agreement. Under the coinsurance arrangement, UG has
primary responsibility for the policies, but APPL remains contingently liable
for the policies. At December 31, 2002, APPL has insurance inforce of
approximately $160,000,000, with reserves being held on that amount of
approximately $20,800,000, which were assumed by UG in the transaction.
The Company does not have any short-duration reinsurance contracts. The effect
of the Company's long-duration reinsurance contracts on premiums earned in 2002,
2001 2000 and 19992000 was as follows:
Shown in thousands
--------------------------------------------------------------------------------------------------------
2002 2001 2000 1999
Premiums Premiums Premiums
Earned Earned Earned
-------------- ------------- ----------------------------- ---------------- ----------------
Direct $ 18,597 $ 20,333 $ 22,970
$ 25,539
Assumed 96 111 76
20
Ceded (2,701) (3,172) (3,556)
(3,978)
-------------- ------------- ----------------------------- ---------------- ----------------
Net premiums $ 15,992 $ 17,272 $ 19,490
$ 21,581
============== ============= ============================= ================ ================
8. 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.
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 financial statements.statements, though
the Company has no control over such assessments.
The State of Florida began an investigation of industrial life insurance
policies in the fall of 1999 regarding policies with race-based premiums. This
investigation has quickly spread to other states and to other types of small
face amount policies and was expanded to consider the fairness of premiums for
all small policies including policies which did not have race-based premiums.
The NAIC historically has defined a "small face amount policy" as one with a
face amount of $15,000 or less. Under current reviews, some states have
increased this amount to policies of $25,000 or less. These states are
attempting to force insurers to refund "excess premiums" to insureds or
beneficiaries of insureds based on the recent American General settlement.insureds. The Company's insurance subsidiaries have no
race-based premium products, but do have policies with face amounts under the
above-scrutinized limitations. The outcome of this issue could be dramatic on
the insurance industry as a whole as well as the Company itself. The Company
will continue to monitor developments regarding this matter to determine to what
extent, if any, the Company may be exposed.
On June 10, 2002 UTG and Fiserv LIS formed an alliance between their respective
organizations to provide third party administration (TPA) services to insurance
companies seeking business process outsourcing solutions. Fiserv LIS will be
responsible for the marketing and sales function for the alliance, as well as
providing the operations processing service for the Company. The Company will
staff the administration effort. To facilitate the alliance, the Company plans
to convert its existing business and TPA clients to "ID3", a software system
owned by Fiserv LIS to administer an array of life, health and annuity products
in the insurance industry. Fiserv LIS is a unit of Fiserv, Inc. (Nasdaq: FISV)
which is an independent, full-service provider of integrated data processing and
information management systems to the financial industry, headquartered in
Brookfield, Wisconsin.
In June 2002, the Company entered into a five-year contract with Fiserv LIS for
services related to their purchase of the "ID3" software system. Under the
contract, the Company is required to pay $12,000 per month in software
maintenance costs and $5,000 per month in offsite data center costs for a
five-year period from the date of the signing.
The Company is currently evaluating its alternatives to converting its existing
business to "ID3". Currently, the Company is analyzing alternatives and options
for the conversion with total costs ranging from $500,000 to $1,700,000.
Alternatives include completing the conversion with the existing staff of the
Company, to outsourcing the entire conversion to Fiserv LIS. Management is
reviewing the possible alternatives, weighing the pros and cons of each, and
expects to make a decision shortly.
On November 20, 1998, FSF and affiliates acquired 929,904 shares of common stock
of UTG from UTG and certain UTG shareholders. As consideration for the shares,
FSF paid UTG $10,999,995 and certain shareholders of UTG $999,990 in cash.
Included in the stock acquisition agreement is an earnings covenant whereby UTG
warrants UTG and its subsidiaries and affiliates will have future earnings of at
least $30,000,000 for a five-year period beginning January 1, 1998. Such
earnings are computed based on statutory results excluding inter-company
activities such as inter-company dividends plus realized and unrealized gains
and losses on real estate, mortgage loans and unaffiliated common stocks. At the
end of the covenant period, an adjustment is to be made equal to the difference
between the then market value and statutory carrying value of real estate still
owned that existed at the beginning of the covenant period. Should UTG not meet
the covenant requirements, any shortfall will first be reduced by the actual
average tax rate for UTG for the period, then will be further reduced by
one-half of the percentage, if any, representing UTG's ownership percentage of
the insurance company subsidiaries. This result will then be reduced by
$250,000. The remaining amount will be paid by UTG in the form of UTG common
stock valued at $15.00 per share with a maximum number of shares to be issued of
500,000. However, there shall be no limit to the number of shares transferred to
the extent that there are legal fees, settlements, damage payments or other
losses as a result of certain legal action taken. The price and number of shares
shall be adjusted for any applicable stock splits, stock dividends or other
recapitalizations. AtFor the five-year period starting January 1, 1998 and ending
December 31, 2001,2002, the Company had total earnings of $14,505,204$17,011,307 applicable to
this covenant. With one year remaining on the
covenant, it appears highly unlikelyTherefore, UTG willdid not meet the earnings requirements resulting instipulated,
and UTG beingbelieves it will be required to issue 500,000 additional shares to FSF
or its assigns. Combining current results with management's expectation for 2002, it
appears at this time UTG will be requiredPursuant to issue 500,000the covenant, a final accounting and issuance of any
shares at December
31, 2002due are to satisfy this covenant.occur by April 30, 2003.
David A. Morlan, individually and on behalf of all others similarly situated v.
Universal Guaranty Life Ins., United Trust Assurance Co., United Security
Assurance Co., United Trust Group, Inc. and First Commonwealth Corporation,
(U.S. District Court of Appeals for the Seventh Circuit, Appeal No. 01-3795)Southern District of Illinois)
On April 26, 1999, the above lawsuit was filed by David Morlan and Louis Black
in the Southern District of Illinois against Universal Guaranty Life Insurance
Company ("UG") and United Trust Assurance Company ("UTAC") (merged into UG in
1992). After the lawsuit was filed, the plaintiffs, who were former insurance
salesmen, amended their complaint, dropped Louis Black as a plaintiff, and added
United Security Assurance Company ("USAC"), (merged into UG in 1999) and UTG and FCC as
defendants. The plaintiffs are alleging that they were employees of UG, UTAC or
USAC rather than independent contractors. The plaintiffs are seeking class
action status and have asked to recover various employee benefits, costs and
attorneys' fees, as well as monetary damages based on the defendants' alleged
failure to withhold certain taxes. On September 18, 2001, the case was dismissed without prejudice because Morlan
lacked standing to pursue the claims against defendants. The plaintiffs have
appealed the dismissal of the case to the United States Court of AppealsA trial date has been currently set for
the
Seventh Circuit.
In addition to the appeal, a second action was filed entitled; Julie Barrette
Ahrens, David Dzuiban, William Milam, David Schneiderman, individually and on
behalf of all others similarly situated vs Universal Guaranty Life, United Trust
Assurance Company, United Security Assurance Company. United States District
Court for the Southern District of Illinois. Case No: 01-4314-JPG.August 26, 2003.
The Company continues to believe that it has meritorious grounds to defend both
the original and relatedthis
lawsuit, and it intends to defend the casescase vigorously. The Company believes that
the defense and ultimate resolution of the lawsuit should not have a material
adverse effect upon the business, results of operations or financial condition
of the Company. Nevertheless, if the lawsuit were to be successful, it is likely
that such resolution would have a material adverse effect on the Company's
business, results of operations and financial condition. At December 31, 2001,2002,
the Company maintains a liability of $300,000$250,000 to cover estimated legal costs
associated with the defense of this matter.
UTG and its subsidiaries are named as defendants in a number of legal actions
arising as a part of the ordinary course of business relating primarily to
claims made under insurance policies. Those actions have been considered in
establishing the Company's liabilities. Management is of the opinion that the
settlement of those actions will not have a material adverse effect on the
Company's financial position or results of operations.
9. RELATED PARTY TRANSACTIONS
At a December 17, 2001 joint meetingOn November 15, 2002, North Plaza acquired 229 acres of the board of directors of UTG, FCC and
their insurance subsidiaries, the boards of directors of the insurance
subsidiaries discussed and decided to further explore and pursue a possible sale
of the insurance charters of each of APPL and ABE. In the alternative to a sale
of the APPL charter, the boards also discussed and decided to further explore a
possible merger of APPL into UG. Regardless of whether a merger is ultimately
pursued or the charters of each subsidiary are sold, UG would likely assume and
reinsure the existing insurance policies of those subsidiaries in any such
transaction.
During the fourth quarter of 2001, UG purchased real estatetimberland from an outside
third party through the formation of an LLC in which UG is a two-thirds owner.
The other one-third partner is Millard
V. Oakley, who is a Director of both UTG
and FCC. Hampshire Plaza, LLC consists of a twenty story, 254,000 square foot
office tower, an attached 72,000 square foot retail plaza, and an attached
parking garage with approximately 350 parking spaces located in Manchester, New
Hampshire for $6,333,336. At December 31, 2001, the property was carried at
$6,491,734.
On November 15, 2001, UTG was extended a $3,300,000 line of credit from the
First National Bank of the Cumberlands located in Livingston, Tennessee. The
First National Bank of the Cumberlands is owned by Millard V. Oakley, who is a
Director of both UTG and FCC. The line of credit will expire one year from the
date of issue, and all funds advanced under this line of credit are to be used
for the repurchase of stock. The interest rate provided for in the agreement is
variable and indexed to be the lowest of the U.S. prime rates as published in
the money section of the Wall Street Journal, with any interest rate adjustments
to be made monthly. To date, the Company has no borrowings or obligations
attributable to this line of credit.
On October 26, 2001, APPL effected a reverse stock split, as a result of which
(i) it became a wholly-owned subsidiary of UG, and an indirect wholly-owned
subsidiary of FCC and UTG, and (ii) its minority shareholders received an
aggregate of $1,055,294.50 in respect of their shares. Prior to the reverse
stock split, UG owned 88% of the outstanding shares of APPL.
On September 4, 2001, FSF and FSBI (and their principals) restructured the
manner in which they hold shares of UTG by forming a new limited liability
company under Kentucky law, First Southern Holdings, LLC ("FSH"). FSBI
contributed to FSH shares of UTG common stock held by it and cash in exchange
for a 99% membership interest in FSH. FSF contributed to FSH shares of UTG
common stock held by it, subject to notes payable which were assumed by FSH in
exchange for a 1% membership interest in FSH.
On April 12, 2001, UTG completed the purchase of 22,500 shares of UTG common
stock and 544 shares of FCC common stock from James E. Melville and family
pursuant to the Melville Purchase Agreement in exchange for five year promissory
notes of UTG in the aggregate principal amount of $288,800. On April 12, 2001,
UTG also completed the purchase from another family member of Mr. Melville of an
additional 100 sharesdirector of UTG, for a total cash payment of $800. The purchase for
cash by UTG of an additional 39 shares of FCC common stock owned by Mr. Melville
at a purchase price of $200.00 per share$54,811. The land
acquired was consummatedadjacent to land already owned by North Plaza. The purchase price
was consistent with other recent similar land acquisitions made by North Plaza.
On March 26, 2002, the Board of Directors of UTG adopted, and on June 27, 2001. Mr.
Melville was a former director11, 2002,
the shareholders of UTG FCCapproved, the United Trust Group, Inc. Employee and
the three insurance subsidiaries
of UTG; he resigned from those boards on February 13, 2001.
On April 12, 2001, UTG also completed the purchase of 559,440 sharesDirector Stock Purchase Plan. The plan's purpose is to encourage ownership of
UTG common stock from Larry E. Ryherdby eligible directors and family pursuant to the Ryherd Purchase
Agreement for cash payments totaling $948,026 and a five year promissory note of
UTG in the principal amount of $3,527,494. The purchase by UTG of the remaining
3,775 shares of UTG common stock to be purchased for cash at $8.00 per share
pursuant to the Ryherd Purchase Agreement along with an additional 570 shares
from certain parties to the Ryherd Purchase Agreement was completed on June 20,
2001. The promissory notes of UTG received by certain of the sellers pursuant to
the Melville Purchase Agreement and the Ryherd Purchase Agreement bear interest
at a rate of 7% per annum (paid quarterly) with payments of principal to made in
five equal annual installments, the first such payment of principal to be due on
the first anniversary of the closing.
On April 12, 2001, UTG also purchased in a separate transaction 10,891 shares of
UTG common stock from Robert E. Cook at a price of $8.00 per share. At the
closing, Mr. Cook received $17,426 in cash and a five year promissory note of
UTG (substantially similar to the promissory notes issued pursuant to the
Melville and Ryherd Purchase Agreements described above) in the principal amount
of $69,702. Mr. Cook was a directoremployees of UTG and FCC who resigned his position on
January 8, 2001. Mr. Cook proposed the stock purchaseits subsidiaries by
providing them with an opportunity to Jesse T. Correll who
agreed to purchase Mr. Cook's stock on substantially the same terms as the
purchases of the stock held by Messrs. Melville and Ryherd as described above.
On December 31, 1999, UTG and Jesse T. Correll entered a transaction whereby Mr.
Correll,invest in combination with other individuals, made an equity investment in
UTG. Under the terms of the Stock Acquisition Agreement, the Correll group
contributed their 100% ownership of North Plaza of Somerset, Inc. to UTG in
exchange for 681,818 authorized but unissued shares of UTG common stock. The
plan is administered by the Board of Directors of UTG.
At its September 2002 meeting, the Board of Directors of UTG approved initial
offerings under the transactionplan to qualified individuals. This initial offering was at
their regular quarterly
board meeting held on December 7, 1999. North Plazaa purchase price of Somerset, Inc. owns for
investment purposes, a shopping center in Somerset, Kentucky, approximately
12,000 acres$12.00 per share. A total of timberland in Kentucky, and a 50% partnership interest in an
additional 11,000 acres of Kentucky timberland. North Plaza has no debt. The net
assets were valued at $7,500,000, which equates to $11.00 per share for the new
shares of UTG that were issued in the transaction.
Mr. Correll is Chairman of the Board of Directors of UTG and currently UTG's
largest shareholder through his ownership control of FSF, FSBI and affiliates.
Mr. Correll is the majority shareholder of FSF and FSBI, a bank holding company
that operates out of 14 locations in central Kentucky. At December 31, 2001, Mr.
Correll owns or controls directly and indirectly approximately 60% of UTG.
Following necessary regulatory approval, on December 29, 1999, UG was the
survivor to a merger with its 100% owned subsidiary, USA. The merger was
completed as a part of management's efforts to reduce costs and simplify the
corporate structure.
On July 26, 1999, the shareholders of UTG and UII approved a merger transaction
of the two companies. Prior to the merger, UTG owned 53% of UTGL99 (refers to
the former United Trust Group, Inc., which was formed in February of 1992 and
liquidated in July of 1999) an insurance holding company, and UII owned 47% of
UTGL99. Additionally, UTG held an equity investment in UII. At the time the
decision to merge was made, neither UTG nor UII had any other significant
holdings or business dealings. The Board of Directors of each company thus
concluded a merger of the two companies would be in the best interests of the
shareholders by creating a larger more viable life insurance holding group with
lower administrative costs, a simplified corporate structure, and more readily
marketable securities. Following the merger approval, UTG issued 817,517 shares
of its authorized but unissued common stock to former UII shareholders, net of
any dissenter shareholders in the merger. Immediately following the merger,
UTGL99, which was then 100% owned by UTG, was liquidated and UTG changed its
name to United Trust Group, Inc. ("UTG").
Under the current structure, FCC pays a majority of the general operating
expenses of the affiliated group. FCC then receives management, service fees and
reimbursements from the various affiliates.
United Income, Inc. ("UII") had a service agreement with United Security
Assurance Company ("USA"). The agreement was originally established upon the
formation of USA which was a 100% owned subsidiary of UII. Changes in the
affiliate structure have resulted in USA no longer being a direct subsidiary of
UII, though still a member of the same affiliated group. The original service
agreement remained in place without modification. USA paid UII monthly fees
equal to 22% of the amount of collected first year premiums, 20% in second year
and 6% of the renewal premiums in years three and after. UII had a subcontract
agreement with UTG to perform services and provide personnel and facilities. The
services included in the agreement were claim processing, underwriting,
processing and servicing of policies, accounting services, agency services, data
processing and all other expenses necessary to carry on the business of a life
insurance company. UII's subcontract agreement with UTG states that UII pay UTG
monthly fees equal to 60% of collected service fees from USA as stated above.
The service fees received from UII were recorded in UTG's financial statements
as other income. With the merger of UII into UTG in July 1999, the sub-contract
agreement ended and UTG assumed the direct contract with USA. This agreement was
terminated upon the merger of USA into UG in December 1999.
USA paid $677,807 under their agreement with UII for 1999. UII paid $223,753
under their agreement with UTG for 1999. Additionally, UII paid FCC $30,000 in
1999 for reimbursement of costs attributed to UII. These reimbursements are
reflected as a credit to general expenses.
UTG paid FCC $550,000, $750,000 and $600,000 in 2001, 2000 and 1999,
respectively for reimbursement of costs attributed to UTG.
On January 1, 1993, FCC entered an agreement with UG pursuant to which FCC
provides management services necessary for UG to carry on its business. UG paid
$6,156,903, $6,061,515 and $6,251,340 to FCC in 2001, 2000 and 1999,
respectively.
ABE pays fees to FCC pursuant to a cost sharing and management fee agreement.
FCC provides management services for ABE to carry on its business. The agreement
requires ABE to pay a percentage of the actual expenses incurred by FCC based on
certain activity indicators of ABE business to the business of all the insurance
company subsidiaries plus a management fee based on a percentage of the actual
expenses allocated to ABE. ABE paid fees of $332,673, $371,211 and $392,005 in
2001, 2000 and 1999, respectively under this agreement.
APPL has a management fee agreement with FCC whereby FCC provides certain
administrative duties, primarily data processing and investment advice. APPL
paid fees of $444,000, $444,000 and $300,000 in 2001, 2000 and 1999,
respectively under this agreement.
Respective domiciliary insurance departments have approved the agreements of the
insurance companies and it is Management's opinion that where applicable, costs
have been allocated fairly and such allocations are based upon accounting
principles generally accepted in the United States of America.
Since the Company's affiliation with FSF, UG has acquired mortgage loans through
participation agreements with FSNB. FSNB services the loans covered by these
participation agreements. UG pays a .25% servicing fee on these loans and a
one-time fee at loan origination of .50% of the original loan amount to cover
costs incurred by FSNB relating to the processing and establishment of the loan.
UG paid $79,730, $34,721 and $11,578 in servicing fees and $22,626, $91,392 and
$0 in origination fees to FSNB during 2001, 2000 and 1999, respectively.
The Company reimbursed expenses incurred by Mr. Correll and Mr. Attkisson
relating to travel and other costs incurred on behalf of or relating to the
Company. The Company paid $145,407, $96,599 and $39,336 in 2001, 2000 and
1999,respectively to First Southern Bancorp, Inc. in reimbursement of such
costs. In addition, beginning in 2001, the Company began reimbursing FSBI a
portion of salaries for Mr. Correll and Mr. Attkisson. The reimbursement was
approved by the UTG board of directors and totaled $128,411 in 2001 which
included salaries and other benefits.
10. CAPITAL STOCK TRANSACTIONS
A. STOCK REPURCHASE PROGRAM
On June 5, 2001, the board of directors of UTG authorized the repurchase from
time to time in the open market or in privately negotiated transactions of up to
$1 million of UTG's common stock. Repurchased shares will be available for
future issuance for general corporate purposes. Through February 28, 2002, UTG
has spent $353,455 in the acquisition of 50,795 shares under this program.
B. STOCK REPURCHASES
In April 2001, UTG completed the purchase of 22,50058,891 shares of UTG common
stock were issued under this plan in 2002, to eight individuals. Each
participant under the plan executed a "stock restriction and 544buy-sell
agreement", which among other things provides UTG with a right of first refusal
on any future sales of the shares acquired by the participant under this plan.
The purchase price of First Commonwealth Corporation commonshares repurchased under the stock restriction and
buy-sell agreement shall be computed, on a per share basis, equal to the sum of
(i) the original purchase price paid to acquire such shares from James E.
MelvilleUTG and family(ii)
the consolidated statutory net earnings (loss) per share of such shares during
the period from the end of the month next preceding the month in which such
shares were acquired pursuant to the Melville Purchase Agreementplan, to the end of the month next
preceding the month in exchange for
five year promissory noteswhich the sale of such shares to UTG in the aggregate principal amountoccurs. At December
31, 2002, shares issued under this program had a value of $288,800.
Also, in April 2001, UTG completed the purchase of 559,440 shares of UTG common
stock from Larry E. Ryherd and family$11.94 per share
pursuant to the Ryherd Purchase Agreement
in exchange for cash and a five-year promissory note of UTG in the principal
amount of $3,527,494.
In April 2001, UTG also purchased in a separate transaction 10,891 shares of UTG
common stock from Robert E. Cook, a former director, for cash and a five-year
promissory note of UTG in the principal amount of $69,702.
C. SHARES ACQUIRED BY FSF AND AFFILIATES WITH OPTIONS GRANTEDabove formula.
On November 20, 1998, First Southern Funding LLC, a Kentucky corporation,
("FSF")FSF and affiliates acquired 929,904 shares of common stock
of UTG from UTG and certain UTG shareholders. As consideration for the shares,
FSF paid UTG $10,999,995 and certain shareholders of UTG $999,990 in cash.
Included in the stock acquisition agreement is an earnings covenant whereby UTG
warrants UTG and its subsidiaries and affiliates will have future earnings of at
least $30,000,000 for a five-year period beginning January 1, 1998. Such
earnings are computed based on statutory results excluding inter-company
activities such as inter-company dividends plus realized and unrealized gains
and losses on real estate, mortgage loans and unaffiliated common stocks. At the
end of the covenant period, an adjustment is to be made equal to the difference
between the then market value and statutory carrying value of real estate still
owned that existed at the beginning of the covenant period. Should UTG not meet
the covenant requirements, any shortfall will first be reduced by the actual
average tax rate for UTG for the period, then will be further reduced by
one-half of the percentage, if any, representing UTG's ownership percentage of
the insurance company subsidiaries. This result will then be reduced by
$250,000. The remaining amount will be paid by UTG in the form of UTG common
stock valued at $15.00 per share with a maximum number of shares to be issued of
500,000. However, there shall be no limit to the number of shares transferred to
the extent that there are legal fees, settlements, damage payments or other
losses as a result of certain legal action taken. The price and number of shares
shall be adjusted for any applicable stock splits, stock dividends or other
recapitalizations. AtFor the five-year period starting January 1, 1998 and ending
December 31, 2001,2002, the Company had total earnings of $14,505,204$17,011,307 applicable to
this covenant. Therefore, UTG did not meet the earnings requirements stipulated,
and UTG believes it will be required to issue 500,000 additional shares to FSF
or its assigns. Pursuant to the covenant, a final accounting and issuance of any
shares due are to occur by April 30, 2003.
On May 21, 2002, at a special meeting of shareholders, the shareholders of FCC,
then an 82% owned subsidiary of UTG, voted on and approved that certain
Agreement and Plan of Reorganization and related Plan of Merger, each dated as
of June 5, 2001, between UTG, and FCC (collectively, the "Merger Agreement"),
and the merger contemplated thereby in which FCC would be merged with and into
UTG, with UTG being the surviving corporation of the merger. The merger became
effective on June 12, 2002. Pursuant to the terms and conditions of the Merger
Agreement, each share of FCC stock outstanding at the effective time of the
merger (other than shares held by UTG or shares held in treasury by FCC or by
any of its subsidiaries) was at such time automatically converted into the right
to receive $250 in cash per share ($2,480,000 in the aggregate).
At a December 17, 2001 joint meeting of the board of directors of UTG, FCC and
their insurance subsidiaries, the boards of directors of the insurance
subsidiaries discussed and decided to further explore and pursue a possible sale
of the insurance charters of each of APPL and ABE. In the alternative to a sale
of the APPL charter, the boards also discussed and decided to further explore a
possible merger of APPL into UG. At the September 24, 2002 joint meeting of the
board of directors of UTG and its insurance subsidiaries, the boards of
directors of UG and ABE each approved the exploration of a merger transaction
whereby ABE will be merged with and into UG. The UG and ABE Boards are expected
to approve the merger transaction at the March 2003 meeting. The completion of
the transaction is contingent upon the necessary regulatory approvals and is
expected to be completed in mid 2003.
In preparation for a possible charter sale of APPL, UG and APPL entered into a
100% coinsurance agreement effective October 1, 2002, whereby UG assumed and
APPL ceded all of the existing business of APPL. The coinsurance transaction had
no financial impact on the consolidated financial statements or operating
results of UTG.
On September 27, 2001, UG purchased real estate at a cost of $6,333,336 from an
outside third party through the formation of an LLC in which UG is a two-thirds
owner. The other one-third partner is Millard V. Oakley, who is a Director of
UTG. Hampshire Plaza, LLC consists of a twenty story, 254,000 square foot office
tower, an attached 72,000 square foot retail plaza, and an attached parking
garage with approximately 350 parking spaces located in Manchester, New
Hampshire.
On November 15, 2001, UTG was extended a $3,300,000 line of credit from the
First National Bank of the Cumberlands located in Livingston, Tennessee. The
First National Bank of the Cumberlands is owned by Millard V. Oakley, who is a
Director of UTG. The original line of credit expired one year from the date of
issue and was renewed in 2002 for an additional one-year term. The line of
credit is available for general business uses. The interest rate provided for in
the agreement is variable and indexed to be the lowest of the U.S. prime rates
as published in the money section of the Wall Street Journal, with any interest
rate adjustments to be made monthly. During 2002, the Company borrowed a total
of $1,600,000 under this line of credit and incurred interest expense of
$17,419. All funds drawn were repaid prior to December 31, 2002. No borrowings
were incurred during 2001.
On October 26, 2001, APPL effected a reverse stock split, as a result of which
(i) it became a wholly-owned subsidiary of UG, and an indirect wholly-owned
subsidiary of UTG, and (ii) its minority shareholders received an aggregate of
$1,055,295 in respect of their shares. Prior to the reverse stock split, UG
owned 88% of the outstanding shares of APPL.
On April 12, 2001, UTG completed the purchase of 22,500 shares of UTG common
stock and 544 shares of FCC common stock from James E. Melville and family
pursuant to the Melville Purchase Agreement in exchange for five year promissory
notes of UTG in the aggregate principal amount of $288,800. On April 12, 2001,
UTG also completed the purchase from another family member of Mr. Melville of an
additional 100 shares of UTG for a total cash payment of $800. The purchase for
cash by UTG of an additional 39 shares of FCC common stock owned by Mr. Melville
at a purchase price of $200.00 per share was consummated on June 27, 2001. Mr.
Melville was a former director of UTG, FCC and the three insurance subsidiaries
of UTG; he resigned from those boards on February 13, 2001.
On April 12, 2001, UTG also completed the purchase of 559,440 shares of UTG
common stock from Larry E. Ryherd and family pursuant to the Ryherd Purchase
Agreement for cash payments totaling $948,026 and a five year promissory note of
UTG in the principal amount of $3,527,494. The purchase by UTG of the remaining
3,775 shares of UTG common stock to be purchased for cash at $8.00 per share
pursuant to the Ryherd Purchase Agreement along with an additional 570 shares
from certain parties to the Ryherd Purchase Agreement was completed on June 20,
2001. The promissory notes of UTG received by certain of the sellers pursuant to
the Melville Purchase Agreement and the Ryherd Purchase Agreement bear interest
at a rate of 7% per annum (paid quarterly) with payments of principal to be made
in five equal annual installments, the first such payment of principal to be due
on the first anniversary of the closing.
On April 12, 2001, UTG also purchased in a separate transaction 10,891 shares of
UTG common stock from Robert E. Cook at a price of $8.00 per share. At the
closing, Mr. Cook received $17,426 in cash and a five year promissory note of
UTG (substantially similar to the promissory notes issued pursuant to the
Melville and Ryherd Purchase Agreements described above) in the principal amount
of $69,702. Mr. Cook was a director of UTG and FCC who resigned his position on
January 8, 2001. Mr. Cook proposed the stock purchase to Jesse T. Correll who
agreed to purchase Mr. Cook's stock on substantially the same terms as the
purchases of the stock held by Messrs. Melville and Ryherd as described above.
During 2000 and 2001, FCC paid a majority of the general operating expenses of
the affiliated group. FCC then received management, service fees and
reimbursements from the various affiliates. Beginning in January 2002, and in
anticipation of the merger of FCC, UTG began paying a majority of the general
operating expenses of the affiliated group. Following the FCC merger in June
2002, UTG also assumed the rights and obligations of the management and service
fees agreements with the various affiliates originally held by FCC.
UTG paid FCC $0, $550,000 and $750,000 in 2002, 2001 and 2000, respectively for
reimbursement of costs attributed to UTG. During 2002 through the date of the
FCC merger, FCC paid $3,200,000 to UTG for reimbursement of costs attributed to
FCC and affiliates under which FCC had management and cost sharing services
arrangements.
On January 1, 1993, FCC entered an agreement with UG pursuant to which FCC
provided management services necessary for UG to carry on its business. UG paid
$2,974,088, $6,156,903 and $6,061,515 to FCC in 2002, 2001 and 2000,
respectively. UG paid $3,025,194 to UTG in 2002 under this arrangement.
ABE paid fees to FCC pursuant to a cost sharing and management fee agreement.
FCC provided management services for ABE to carry on its business. The agreement
required ABE to pay a percentage of the actual expenses incurred by FCC based on
certain activity indicators of ABE business to the business of all the insurance
company subsidiaries plus a management fee based on a percentage of the actual
expenses allocated to ABE. ABE paid fees of $188,494, $332,673 and $371,211 in
2002, 2001 and 2000, respectively under this agreement. ABE paid fees of
$170,729 in 2002 to UTG under this agreement.
APPL had a management fee agreement with FCC whereby FCC provided certain
administrative duties, primarily data processing and investment advice. APPL
paid fees of $222,000, $444,000 and $444,000 in 2002, 2001 and 2000,
respectively under this agreement. APPL paid fees of $222,000 to UTG during 2002
under this agreement.
Respective domiciliary insurance departments have approved the agreements of the
insurance companies and it is Management's opinion that where applicable, costs
have been allocated fairly and such allocations are based upon accounting
principles generally accepted in the United States of America.
Since the Company's affiliation with FSF, UG has acquired mortgage loans through
participation agreements with FSNB. FSNB services the loans covered by these
participation agreements. UG pays a .25% servicing fee on these loans and a
one-time fee at loan origination of .50% of the original loan amount to cover
costs incurred by FSNB relating to the processing and establishment of the loan.
UG paid $70,140, $79,730 and $34,721 in servicing fees and $35,127, $22,626 and
$91,392 in origination fees to FSNB during 2002, 2001 and 2000, respectively.
The Company reimbursed expenses incurred by Mr. Correll and Mr. Attkisson
relating to travel and other costs incurred on behalf of or relating to the
Company. The Company paid $74,621, $145,407 and $96,599 in 2002, 2001 and 2000,
respectively to First Southern Bancorp, Inc. in reimbursement of such costs. In
addition, beginning in 2001, the Company began reimbursing FSBI a portion of
salaries for Mr. Correll and Mr. Attkisson. The reimbursement was approved by
the UTG board of directors and totaled $169,651 and $128,411 in 2002 and 2001,
respectively, which included salaries and other benefits.
10. CAPITAL STOCK TRANSACTIONS
A. EMPLOYEE AND DIRECTOR STOCK PURCHASE PROGRAM
On March 26, 2002, the Board of Directors of UTG adopted, and on June 11, 2002,
the shareholders of UTG approved, the United Trust Group, Inc. Employee and
Director Stock Purchase Plan. The plan's purpose is to encourage ownership of
UTG stock by eligible directors and employees of UTG and its subsidiaries by
providing them with an opportunity to invest in shares of UTG common stock. The
plan is administered by the Board of Directors of UTG.
A total of 400,000 shares of common stock may be purchased under the plan,
subject to appropriate adjustment for stock dividends, stock splits or similar
recapitalizations resulting in a change in shares of UTG. The plan is not
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code. At its September 2002 meeting, the Board of Directors
of UTG approved initial offerings under the plan to qualified individuals
totaling 367,000 shares, subject to the registration or qualification of the
shares for sale under Federal or applicable state securities laws. These initial
offers were made November 1, 2002, at which time each offeree had 30 days to
accept the offer, execute the appropriate documents and pay for the shares to be
acquired. At the end of the 30-day period, the offers expired. This initial
offering was at a purchase price of $12.00 per share. Eight individuals acquired
stock under the plan from this initial offering with a total of 58,891 shares of
UTG common stock issued. Each participant under the plan executed a "stock
restriction and buy-sell agreement", which among other things provides UTG with
a right of first refusal on any future sales of the shares acquired by the
participant under this plan.
The purchase price of shares repurchased under the stock restriction and
buy-sell agreement shall be computed, on a per share basis, equal to the sum of
(i) the original purchase price paid to acquire such shares from UTG and (ii)
the consolidated statutory net earnings (loss) per share of such shares during
the period from the end of the month next preceding the month in which such
shares were acquired pursuant to the plan, to the end of the month next
preceding the month in which the sale of such shares to UTG occurs. At December
31, 2002, shares issued under this program had a value of $11.94 per share
pursuant to the above formula.
B. STOCK REPURCHASE PROGRAM
On June 5, 2001, the board of directors of UTG authorized the repurchase from
time to time in the open market or in privately negotiated transactions of up to
$1 million of UTG's common stock. Repurchased shares will be available for
future issuance for general corporate purposes. Through February 28, 2003, UTG
has spent $682,237 in the acquisition of 97,115 shares under this program.
C. STOCK REPURCHASES
In April 2001, UTG completed the purchase of 22,500 shares of UTG common stock
and 544 shares of First Commonwealth Corporation common stock from James E.
Melville and family pursuant to the Melville Purchase Agreement in exchange for
five year promissory notes of UTG in the aggregate principal amount of $288,800.
During 2002, UTG made principal reductions totaling $115,520 on the Melville
notes.
In April 2001, UTG completed the purchase of 559,440 shares of UTG common stock
from Larry E. Ryherd and family pursuant to the Ryherd Purchase Agreement in
exchange for cash and a five-year promissory note of UTG in the principal amount
of $3,527,494. During 2002, UTG made a principal reduction of $705,499 on the
Ryherd note. Subsequent to year-end 2002 an additional principal reduction of
$705,499 was made on the Ryherd note.
In April 2001, UTG also purchased in a separate transaction 10,891 shares of UTG
common stock from Robert E. Cook, a former director, for cash and a five-year
promissory note of UTG in the principal amount of $69,702. During 2002, UTG
repaid this note in full.
D. SHARES ACQUIRED BY FSF AND AFFILIATES WITH OPTIONS GRANTED
On November 20, 1998, FSF and affiliates acquired 929,904 shares of common stock
of UTG from UTG and certain UTG shareholders. As consideration for the shares,
FSF paid UTG $10,999,995 and certain shareholders of UTG $999,990 in cash.
Included in the stock acquisition agreement is an earnings covenant whereby UTG
warrants UTG and its subsidiaries and affiliates will have future earnings of at
least $30,000,000 for a five-year period beginning January 1, 1998. Such
earnings are computed based on statutory results excluding inter-company
activities such as inter-company dividends plus realized and unrealized gains
and losses on real estate, mortgage loans and unaffiliated common stocks. At the
end of the covenant period, an adjustment is to be made equal to the difference
between the then market value and statutory carrying value of real estate still
owned that existed at the beginning of the covenant period. Should UTG not meet
the covenant requirements, any shortfall will first be reduced by the actual
average tax rate for UTG for the period, then will be further reduced by
one-half of the percentage, if any, representing UTG's ownership percentage of
the insurance company subsidiaries. This result will then be reduced by
$250,000. The remaining amount will be paid by UTG in the form of UTG common
stock valued at $15.00 per share with a maximum number of shares to be issued of
500,000. However, there shall be no limit to the number of shares transferred to
the extent that there are legal fees, settlements, damage payments or other
losses as a result of certain legal action taken. The price and number of shares
shall be adjusted for any applicable stock splits, stock dividends or other
recapitalizations. For the five-year period starting January 1, 1998 and ending
December 31, 2002, the Company had total earnings of $17,011,307 applicable to
this covenant. Therefore, UTG did not meet the earnings requirements stipulated,
and UTG believes it will be required to issue 500,000 additional shares to FSF
or its assigns. Pursuant to the covenant, a final accounting and issuance of any
shares due are to occur by April 30, 2003.
At the time of the stock acquisition above, UTG also granted, for nominal
consideration, an irrevocable, exclusive option to FSF to purchase up to
1,450,000 shares of UTG common stock for a purchase price in cash equal to
$15.00 per share, with such option to expire on July 1, 2001. UTG had a market
price per share of $9.50 at the date of grant of the option. The option shares
under this option are to be reduced by two shares for each share of UTG common
stock that FSF or its affiliates purchases from UTG shareholders in private or
public transactions after the execution of the option agreement. The option is
additionally limited to a maximum when combined with shares owned by FSF of 51%
of the issued and outstanding shares of UTG after giving effect to any shares
subject to the option. The option expired unexercised on July 1, 2001.
As of December 31, 2001,2002, no options were exercised and all options have been
forfeited.
2002 2001 2000
1999
------------------------- ------------------------- ------------------------------------------------------- ------------------------------- ------------------------------
EXERCISE PRICE EXERCISE PRICE EXERCISE
SHARES PRICE
SHARES PRICE SHARES PRICE
----------SHARES
------------- ----------- ------------ -------------------------- ------------- ---------------- ------------- ---------------
Outstanding at beginning of
Period 0 $15.00 19,108 $15.00 166,104 $15.00 1,450,000 $15.00
Granted 0 0.00 0 0.00 0 0.00
Exercised 0 0.00 0 0.00 0 0.00
Forfeited 0 15.00 19,108 15.00 146,996 15.00
1,283,896 15.00
---------- ------------- ----------- ------------ -------------------------- ------------- ---------------- ------------- ---------------
Outstanding at end of period 0 $15.00 0 $15.00 19,108 $15.00
166,104 $15.00
========== ============= =========== ============ ========================== ============= D.================ ============= ===============
E. EARNINGS PER SHARE CALCULATIONS
The following is a reconciliation of the numerators and denominators of the
basic and diluted EPS computations as presented on the income statement.
For the year ended December 31, 2001
-------------2002
--------------- ------ ------------------ ---- --------------- --- ------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------- --------------- ------------------------------- -----------------
Basic EPS
Income available to common shareholders $ 1,499,618 3,505,424 $ 0.43
=================
Effect of Dilutive Securities
Earnings covenant 0 500,000
Options 0 0
--------------- ------------------
Diluted EPS
Income available to common shareholders and $
assumed conversions 1,499,618 4,005,424 $ 0.37
=============== ================== =================
For the year ended December 31, 2001
--------------- ------ ------------------ ---- -----------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
--------------- ------------------ -----------------
Basic EPS
Income available to common shareholders $ 2,439,573 3,733,432 $ 0.65
==============================
Effect of Dilutive Securities
Convertible notes 0 0
Options 0 0
------------- --------------- ------------------
Diluted EPS
Income available to common shareholders and $
and
assumed conversions 2,439,573 3,733,432 $ 0.65
============= =============== =============================== =================
For the year ended December 31, 2000
---------------------------- ------ ------------------ ---- --------------- --- ------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------- --------------- ------------------------------- -----------------
Basic EPS
Income available to common shareholders $ (696,426) 4,056,439 $ (0.17)
==============================
Effect of Dilutive Securities
Convertible notes 0 0
Options 0 0
------------- --------------- ------------------
Diluted EPS
Income available to common shareholders and $ and4,056,439
assumed conversions (696,426) 4,056,439 $ (0.17)
============= =============== =============
For================== =================
At December 31, 2002, UTG has an obligation to issue to FSF or its assigns
500,000 shares of UTG common stock, as the result of a failed earnings covenant
(See note 10D to the consolidated financial statements above). As such, the
computation of diluted earnings per share differs from basic earnings per share
for the year endedending December 31, 1999
------------- ---- --------------- --- -------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------- --------------- -------------
Basic EPS
Income available to common shareholders $ 1,075,909 2,839,703 $ 0.38
=============
Effect of Dilutive Securities
Convertible notes 0 0
Options 0 231
------------- ---------------
Diluted EPS
Income available to common shareholders $
and assumed conversions 1,075,909 2,839,934 $ 0.38
============= =============== =============2002. UTG had no stock options outstanding for
the year endingended December 31, 2001. As such, the computation of diluted earnings
per share is the same as basic earnings per share for the year endingat December 31, 2001. In
accordance with Statement of Financial Accounting Standards No. 128, the
computation of diluted earnings per share is the same as basic earnings per
share for the year ending December 31, 2000, since the Company had a loss from
continuing operation for the year presented, and any assumed conversion,
exercise, or contingent issuance of securities would have an antidilutive effect
on earnings per share.
There
were no outstanding dilutive instruments during the aforementioned periods.
UTG had stock options outstanding at year end 1999 for 451 shares of common
stock at $13.07 per share, 105,000 shares of common stock at $17.50 per share
that were not included in the computation of diluted EPS because the exercise
price was greater than the average market price of the common shares for each
respective year presented. UTG had stock options for 231 shares of common stock
at $.047 per share, which were included in the calculation of diluted earnings
per share for UTG for the year ended December 31, 1999, since they were assumed
by UTG in the 1999 merger of UII into UTG. The stock options outstanding for 451
shares, 105,000 shares, and 231 shares all expired during 2000, ending these
stock option plans.
On July 31, 1997, UTG issued convertible notes for cash in the amount of
$2,560,000 to seven individuals, all officers or employees of UTG. During the
first three years the notes could be converted into 204,800 shares of common
stock at $12.50 per share. The potential conversion of the notes was not
included in the computation of diluted EPS for the years ended December 31, 1998
and 1997, respectively, because the exercise price was greater than the average
market price of the common shares. In 1999, FSBI acquired all the outstanding
UTG convertible notes from the original holders. Pursuant to an agreement, FSBI
converted the notes to 204,800 shares of UTG common stock on July 31, 2000.
UTG had granted stock options to FSF of 1,450,000 shares of UTG common stock
which were outstanding as of year end 1998. The option shares under this option
are to be reduced by two shares for each share of UTG common stock that FSF or
its affiliates purchases from UTG shareholders in private or public transactions
after the execution of the option agreement. The option is additionally limited
to a maximum when combined with shares owned by FSF of 51% of the issued and
outstanding shares of UTG after giving effect to any shares subject to the
option. Due to the passage of time and the 51% limitation, all remaining stock
options of 19,108 at $15.00 per share expired on July 1, 2001. No options were
exercised during 2001. These options were not included in the computation of
diluted EPS because the exercised price was greater than the average market
price of the common shares for each respective year.
11. NOTES PAYABLE
At December 31, 20012002 and 2000,2001, the Company had $4,400,670$2,995,275 and $1,817,169$4,400,670 in
long-term debt outstanding, respectively. The debt is comprised of the following
components:
2002 2001
2000
----------- ------------------------ -------------
Subordinated 20 yr. Notes $ 514,6740 $ 1,817,169514,674
Other notes payable 2,995,275 3,885,996
0
----------- ------------------------ -------------
$ 2,995,275 $ 4,400,670
$ 1,817,169
=========== ======================== =============
A. Subordinated debt
The subordinated debt was incurred June 16, 1992 as a part of the acquisition of
the now dissolved Commonwealth Industries Corporation, (CIC). On October 22,
2001, UTG paid $1,302,495Corporation. These notes bear interest
at the variable rate of the outstanding principal of the subordinated 20
year notes, and amended the interest rate on the outstanding principal balance
of the remaining notes from an 8.5% fixed rate, to a 1% under prime variable
rate, with interest to begin accruing at the effective time of the amendments.
Prior to these amendments, the 20-year notes accrued interest at the rate of 8
1/2% per annum. At 12/31/01 the 1% under prime variable rate was 3.75%annum (paid quarterly). A lump
sumIn May 2002 a
principal payment of $113,112 was made on the subordinated debt. On July 9,
2002, the remaining outstanding balance of the$401,562 on these notes remains due June 16, 2012.was paid.
B. Other notes payable
The other notes payable were incurred in April 2001 to facilitate the repurchase
of common stock in
April 2001.owned primarily by James E. Melville and Larry E. Ryherd, two
former officers and directors of UTG, and members of their respective families.
These notes bear interest at the fixed rate of 7% per annum (paid quarterly)
with payments of principal to be made in five equal annual
installments, the first
suchprincipal payment in the amount of $777,199, was made on March 31, 2002. In
December 2002 an advance principal payment of $113,522 was made on these notes.
Subsequent to the current reporting period, in January 2003, UTG paid the 2003
principal to be due on April 12, 2002.reduction of $705,499.
The collective scheduled principal reductions on these notes for the next five
years is as follows:
Year Amount
20022003 $ 777,199
2003 777,199705,499
2004 777,199763,259
2005 777,199763,259
2006 777,200763,258
2007 0
C. LineLines of Credit
On November 15, 2001, UTG was extended a $3,300,000 line of credit ("LOC") from
the First National Bank of the Cumberlands ("FNBC") located in Livingston,
Tennessee. The First National Bank of the CumberlandsFNBC is owned by, Millard V. Oakley, who is a Directordirector of both UTG and FCC.UTG.
The line of credit will expire one yearLOC was for a one-year term from the date of issue, and all funds advanced under this line of credit are to be usedissue. Upon maturity the
Company renewed the LOC for the repurchase of stock.an additional one-year term. The interest rate provided for inon
the agreementLOC is variable and indexed to be the lowest of the U.S. prime rates as
published in the money section of the Wall Street Journal, with any interest rate adjustments to be
made monthly. To date,At December 31, 2002, the Company hashad no outstanding borrowings or obligations
attributable to this LOC. During 2002 the Company had total borrowings of
$1,600,000 on this LOC, which were all repaid during the year. The draws on this
LOC were used to facilitate the payments due to the former shareholders of FCC
as a result of the June 12, 2002, merger of FCC with and into UTG, as further
described in note 15 to the consolidated financial statements.
On April 1, 2002, UTG was extended a $5,000,000 line of credit.credit ("LOC") from an
unaffiliated third party, Southwest Bank of St. Louis. The LOC will expire
one-year from the date of issue. As collateral for any draws under the line of
credit, the former FCC, which has now merged into UTG, pledged 100% of the
common stock of its insurance subsidiary UG. Borrowings under the LOC will bear
interest at the rate of 0.25% in excess of Southwest Bank of St. Louis' prime
rate. At December 31, 2002, the Company had no outstanding borrowings
attributable to this LOC. During 2002 the Company had total borrowings of
$400,000 on this LOC which were all repaid during the year. Draws on this LOC
were used to retire the remaining subordinated debt, as described in note 11A
above.
12. OTHER CASH FLOW DISCLOSURES
On a cash basis, the Company paid $263,441, $333,365, $373,988, and $643,429$373,988 in interest
expense for the years 2002, 2001 2000 and 1999,2000, respectively. The Company paid
$60,290, $92,006 $(173,500) and $557,812$(173,500) in federal income tax for 2002, 2001 and 2000,
respectively.
As of December 31, 2002, the Company has $893,500 that has not been disbursed to
former minority shareholders of FCC in connection with FCC's merger with and
1999,
respectively.into UTG. The total consideration to be paid by the Company to the former
minority shareholders as a result of the merger is $2,480,000 (see note 15 to
the consolidated financial statements). At December 31, 2002, the Company sold
$115,000 in fixed maturity investments for which the cash had not yet been
received. The receivable for these securities is included in the line item
"Other assets" on the consolidated balance sheet.
In April 2001, the Company issued $3,885,996 in new debt in exchange for the
acquisition of UTG and FCC common stock from two former officers and directors
of the Company and their respective families.
On July 31, 2000, First Southern Bancorp, Inc., pursuant to the terms of a
previous agreement, converted the $2,560,000 of convertible debt it held of
United Trust Group, Inc. into 204,800 shares of common stock of UTG.
On December 31, 1999, UTG issued 681,818 shares of authorized but unissued
common stock to acquire 100% ownership of North Plaza of Somerset, Inc. ("North
Plaza"). North Plaza owns for investment purposes, a shopping center in
Somerset, Kentucky, approximately 12,000 acres of timberland in Kentucky, and a
50% partnership interest in an additional 11,000 acres of Kentucky timberland.
North Plaza has no debt. The net assets have been valued at $7,500,000, which
equates to $11.00 per share for the new shares issued.
On July 26, 1999, UII was merged into UTG. UTG issued 817,517 shares of its
authorized but unissued common stock to former UII shareholders in the merger.
The shares issued were valued at $10,451,455. At the date of the merger, UII had
cash balances of $607,508 that were transferred to UTG.
13. CONCENTRATION 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.UTG, Jesse T. Correll, the Company's CEO and Chairman. In
aggregate at December 31, 20012002 these accounts hold approximately $4,550,000$5,000,000 for
which there are no pledges or guarantees outside FDIC insurance limits. 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.
14. NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board ("FASB") has issued Statement No. 141,
Business Combinations,145,
Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.
142, Goodwill13, and Other Intangible Assets,Technical Corrections, Statement No. 143,146, Accounting for Asset Retirement Obligations,Costs
Associated with Exit or Disposal Activities, Statement No. 147, Acquisitions of
Certain Financial Institutions, an amendment of FASB Statements No. 72 and 144
and FASB Interpretation No. 9, and Statement No. 144,148, Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of FASB Statement No. 123.
Under Statement 4, all gains and losses from extinguishment of debt were
required to be aggregated, and, if material, classified as an extraordinary
item, net of related income tax effect. Statement 145 eliminates Statement 4 and
as a result, gains and losses from extinguishment of debt should be classified
as extraordinary items only if they meet certain criteria as outlined in Opinion
30. Applying the Impairmentprovisions of Opinion 30 will distinguish transactions that are
part of an entity's recurring operations from those that are unusual or
Disposalinfrequent or that meet the criteria for classification as an extraordinary
item. Statement 64 amended Statement 4 and is no longer necessary because
Statement 4 has been rescinded. Statement 44 was issued to establish accounting
requirements for the effects of Long-Lived Assets.transition to the provisions of the Motor
Carrier Act of 1980. Those transitions are completed; therefore, Statement 141 improves44 is
no longer necessary. Statement 145 also amends Statement 13 to require
sale-leaseback accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. Statement 145 also
makes various technical corrections to existing pronouncements, none of which
are substantive in nature. Statement 145 is required for fiscal years beginning
after May 15, 2002, with early application encouraged. The adoption of Statement
145 did not affect the transparencyCompany's financial position or results of operations
since the Company has had no transactions of the aforementioned kind, during the
reporting period.
Statement 146 was issued to address the accounting and reporting for business
combinationscosts
associated with exit or disposal activities because entities increasingly are
engaging in exit and disposal activities and certain costs associated with those
activities were recognized as liabilities at a plan (commitment) date that did
not meet the definition of a liability as outlined in FASB Concepts Statement
No. 6. Statement 146 improves financial reporting for cost associated with exit
or disposal activities, by requiring that all business combinationsa liability for a cost associated with
an exit or disposal activity be accountedrecognized and measured initially at fair value
only when the liability is incurred. The accounting for under
a single method -similar events and
circumstances will be the purchase method. Usesame, thereby improving the comparability and
representational faithfulness of the pooling-of-interests method is
no longer permitted.reported financial information. The provisions
of this Statement 141 requiresare effective for exit or disposal activities that the purchase method be used for
business combinationsare
initiated after June 30, 2001.December 31, 2002, with early application encouraged. The
adoption of Statement 141146 did not affect the Company's financial position or
results of operations, since the Company has had no such business combinationsexit or disposal
activities during the reporting period.
Statement 142 requires that goodwill no longer be amortized147 was issued to earnings, but
instead be reviewed for impairment. This change provides investors with greater
transparency regardingaddress and clarify the economic value of goodwill and its impact on
earnings. The amortization of goodwill ceased for the Company upon the adoptionapplication of the statement at Januarypurchase
method of accounting as it applies to acquisitions of financial institutions,
except transactions between two or more mutual enterprises. The provisions of
Statement 147 are effective on October 1, 2002. The adoption of Statement 142 will result
in an expense reduction of approximately $90,000 per year, subject to any
impairment write-down that might arise from a management review.
Statement 143 requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred. When the
liability is initially recorded, the entity capitalizes a cost by increasing the
carrying amount of the related long-lived asset. Over time, the liability is
accreted to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. The standard is effective for fiscal
years beginning after June 15, 2002. The adoption of Statement 143 will147
did not affect the Company's financial position or results of operations, since
the Company has had no such asset retirement obligations.acquisitions of this nature during the reporting period.
Statement 144 requires that one148 was issued to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting model be used for long-lived assets
to be disposed of by sale, whether previously held and used or newly acquired,
and broadens the presentation of discontinued operations to include more
disposal transactions.stock-based
employee compensation. In addition, this statement requires entitiesStatement amends the disclosure
requirements of Statement 123 to recognize an impairment loss ifrequire prominent disclosures in both annual
and interim financial statements about the carrying amountmethod of a long-lived asset is not
recoverable from its undiscounted cash flows,accounting for stock-based
employee compensation and to measure an impairment loss
as the difference between the carrying amount and fair valueeffect of the asset. This
statement removes any previous requirements to allocate goodwill to long-lived
assets to be tested for impairment, and it further prescribes a
probability-weighted cash flow estimation approach to deal with situations in
which alternative courses of action to recover the carrying amount of a
long-lived asset are under consideration.method used on reported results. The
provisions of this Statement are effective for financial statements issued for
fiscal years beginning after December 15, 2001.2002. The adoption of Statement 144148
will not affect the Company's financial position or results of operations, since
the Company has no such
disposals or impairments to long-lived assets.forms of stock-based employee compensation.
15. PROPOSED MERGER OF UNITED TRUST GROUP, INC. AND FIRST COMMONWEALTH CORPORATION
On May 21, 2002, at a special meeting of shareholders, the shareholders of FCC,
then an 82% owned subsidiary of UTG, voted on and approved that certain
Agreement and Plan of Reorganization and related Plan of Merger, each dated as
of June 5, 2001, between UTG, and FCC jointly announced their respective Boards(collectively, the "Merger Agreement"),
and the merger contemplated thereby in which FCC would be merged with and into
UTG, with UTG being the surviving corporation of Directors approved a definitive agreement wherebythe merger. The merger became
effective on June 12, 2002. Pursuant to the terms and conditions of the Merger
Agreement, each share of FCC stock outstanding at the effective time of the
merger (other than shares held by UTG wouldor shares held in treasury by FCC or by
any of its subsidiaries) was at such time automatically converted into the right
to receive $250 in cash per share.
This allowed UTG to acquire the remaining common shares (approximately 18%) of
FCC whichthat UTG doesdid not currently
own. Under the terms of the agreement, FCC will be merged with and into UTG,
with UTG continuing as the surviving entity in the merger.
Pursuant to the merger agreement, UTG will pay $250 in cash for each share of
FCC common stock not held by United Trust Group. The transaction is subject to
various conditions precedent set forth in the merger agreement, including the
approval of the transaction by the shareholders of FCC. FCC plans to submit the
transaction to the vote of the FCC shareholders to be held at a special meeting
to be called for that purpose. Shareholders of FCC are urged to read the Proxy
Statement when it becomes available.
16. REVERSE STOCK SPLIT OF APPALACHIAN LIFE INSURANCE COMPANY
On June 5, 2001, the board of directors of APPL, a West Virginia corporation and
then 88% owned indirect subsidiary of FCC, approved, subject to shareholder and
any required regulatory approvals, a reverse split of the common stock of APPL.
Under the terms of the reverse stock split, any shareholder of APPL who owns
less than 118,700 sharesown prior to the effective time of the reverse split would
receive amerger.
The purchase price in the merger is comprised of the following components:
Investments $ 41,475,198
Cash and cash payment based upon $6.50equivalents 2,020,960
Accrued investment income 493,609
Reinsurance receivables 6,784,813
Cost of insurance acquired (1,371,740)
Property and equipment 424,217
Other assets 314,974
------------------
Total assets 50,142,031
Policy liabilities and accruals (45,981,006)
Income taxes payable - current and deferred 1,063,735
Notes payable (1,958,373)
Other liabilities (786,387)
------------------
Net purchase price $ 2,480,000
==================
The following table summarizes certain unaudited operating results of UTG as
though the merger transaction had taken place at the beginning of the reporting
periods ending on December 31, 2002 and December 31, 2001, respectively.
December 31, December 31, 2001
2002
------------------ ------------------
Total revenues $ 30,064,644 $ 33,329,372
Total benefits and other expenses $ 27,927,456 $ 28,912,280
Operating income $ 2,137,188 $ 4,417,092
Net Income $ 1,394,218 $ 3,274,486
Basic earnings per share (pre-reverse stock split) of
APPL, and APPL would become a wholly owned subsidiary of UG, a wholly owned
subsidiary of FCC.
The reverse stock split was effected on October 26, 2001. At that time, APPL
became a wholly owned subsidiary of UG, a wholly owned subsidiary of FCC.$ 0.40 $ 0.86
Diluted earnings per share $ 0.35 $ 0.86
17.16. COMPREHENSIVE INCOME
Tax
Before-Tax (Expense) Net of Tax
2002 Amount or Benefit Amount
---------------------------------------------- ---------------- ----------------- ---------------
Unrealized holding gains during
period $ 2,868,146 $ (1,003,851) $ 1,864,295
Less: reclassification adjustment
for gains realized in net income (1,689) 591 (1,098)
---------------- ----------------- ---------------
Net unrealized gains
2,866,457 (1,003,260) 1,863,197
---------------- ----------------- ---------------
Other comprehensive income $ 2,866,457 $ (1,003,260) $ 1,863,197
================ ================= ===============
Tax
Before-Tax (Expense) Net of Tax
2001 Amount or Benefit Amount
------------------------------------- -------------- -------------- ----------------------------------------------------------- ---------------- ----------------- ---------------
Unrealized holding gains during
Periodperiod $ 1,222,583 $ (427,904)$ 794,679
Less: reclassification adjustment
Forfor gains realized in net income (340,341) (221,222)
119,119
(221,222)
-------------- -------------- ----------------------------- ----------------- ---------------
Net unrealized gains 882,242 (308,785) 573,457
-------------- -------------- ----------------------------- ----------------- ---------------
Other comprehensive income $ 882,242 $ (308,785) $ 573,457
============== ============== ============================= ================= ===============
Tax
Before-Tax (Expense) Net of Tax
2000 Amount or Benefit Amount
------------------------------------- -------------- -------------- -------------
Unrealized holding gains during
Period $ 1,513,673 $ 0 $ 1,513,673
Less: reclassification adjustment
for gains realized in net income
(39,486) 0 (39,486)
-------------- -------------- -------------
Net unrealized gains 1,474,187 0 1,474,187
-------------- -------------- -------------
Other comprehensive income $ 1,474,187 $ 0 $ 1,474,187
============== ============== =============
Tax
Before-Tax (Expense) Net of Tax
1999 Amount or Benefit Amount
------------------------------------- -------------- -------------- ----------------------------------------------------------- ---------------- ----------------- ---------------
Unrealized holding losses during
Periodperiod $ (862,048)1,513,673 $ 0 $ (862,048)1,513,673
0
Less: reclassification adjustment
for losses realized in net income (39,486) (39,486)
0
0 0
-------------- -------------- ----------------------------- ----------------- ---------------
Net unrealized losses (862,048)1,474,187 1,474,187
0
(862,048)
-------------- -------------- ----------------------------- ----------------- ---------------
Other comprehensive deficit $ (862,048)1,474,187 $ $ 1,474,187
0
$ (862,048)
============== ============== ============================= ================= ===============
In 1999 and 2000 the Company's deferred tax asset was carried at zero net of allowances.
In 2002 and 2001, the Company established a deferred tax liability of $1,170,197
and $385,432 for the unrealized gaingains based on the applicable United States
statutory rate of 35%.
17. PROPOSED MERGER OF LIFE INSURANCE SUBSIDIARIES
The Company has been attempting to sell the Charter (state licenses) of APPL. To
accommodate such a sale, APPL entered into a 100% coinsurance agreement
effective October 1, 2002, whereby APPL ceded and UG assumed all policies in
force of APPL as of the effective date of the agreement. The agreement was
approved by the Ohio Department of Insurance pursuant to regulatory
requirements. Under the coinsurance agreement, UG has primary responsibility for
the policies, but APPL remains contingently liable for the policies. Currently,
a sale of the Charter appears to be remote. As an alternative, a merger proposal
is being considered whereby APPL would be merged with and into UG. A decision
regarding the merger is likely to be approved at the Board meeting in March
2003.
As a result of the 100% coinsurance agreement, the ownership of ABE was
transferred from APPL to UG, as part of the coinsurance asset transfer. Prior to
the coinsurance transaction, in September 2002, the boards of ABE and UG
approved the exploration of a merger transaction whereby ABE would be merged
with and into UG. The UG and ABE Boards are expected to approve the merger
transaction at the March 2003 meeting. The merger will require the approval of
the insurance departments of the States of Ohio and Illinois prior to
completion. The merger is expected to be completed in mid 2003.
Management of the Company believes the completion of the aforementioned mergers
will provide the Company with additional cost savings. These cost savings result
from streamlining the Company's operations and organizational structure from
three life insurance subsidiaries to one life insurance subsidiary, UG. Thus,
the Company will further improve administrative efficiency.
18. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
2001
-----------------------------------------------------------------------2002
-------------------- --------------------- --------------------- --------------------
1st 2nd 3rd 4th
------------ ------------ ------------ --------------------------- --------------- --------------- ---------------
Premiums and policy fees, net $ 4,276,861 $ 4,388,284 $ 3,725,823 $ 3,601,432
Net investment income 3,307,478 3,287,608 3,336,329 3,415,409
Total revenues 7,793,041 7,898,975 7,253,685 7,224,343
Policy benefits including
dividends 4,835,106 4,609,999 5,110,590 4,930,553
Commissions and
amortization of DAC and COI 688,618 578,688 501,283 532,722
Operating expenses 1,530,433 1,649,134 1,441,502 1,255,387
Operating income 666,674 999,760 129,080 447,074
Net income (loss) 477,034 722,679 327,499 (27,594)
Basic earnings (loss) per share 0.14 0.21 (0.01)
0.09
Diluted earnings (loss) per
share 0.14 0.21 (0.01)
0.09
2001
-------------------- --------------------- --------------------- --------------------
1st 2nd 3rd 4th
--------------- --------------- --------------- ---------------
Premiums and policy fees, net $ 4,554,451 $ 4,768,808 $ 4,137,361 $ 3,811,796
Net investment income 4,014,425 3,931,677 3,557,702 3,563,255
Total revenues 8,428,235 9,005,351 7,963,274 7,968,472
Policy benefits including
Dividendsdividends 4,937,725 5,193,310 4,586,257 4,807,794
Commissions and
amortization of DAC and COI 929,415 621,810 511,470 773,199
Operating expenses 1,514,115 1,768,758 1,573,817 1,629,001
Operating income (loss) 1,008,366 1,323,667 1,183,712 676,417
Net income (loss) 343,858 975,292 645,873 474,550
Basic earnings (loss) per share 0.08 0.27 0.13
0.18 0.13
Diluted earnings (loss) per
share 0.08 0.27 0.13
0.18
0.13
2000
-------------------------------------------------------------------------------------------- --------------------- --------------------- --------------------
1st 2nd 3rd 4th
------------ ------------ ------------ --------------------------- --------------- --------------- ---------------
Premiums and policy fees, net $ 5,337,148 $ 5,201,585 $ 4,470,307 $ 4,480,646
Net investment income 4,252,494 4,009,489 3,927,944 3,895,906
Total revenues 9,933,932 9,348,373 8,471,566 7,993,252
Policy benefits including
Dividendsdividends 6,119,515 5,502,941 5,128,773 5,528,128
Commissions and
amortization of DAC and COI 1,097,759 804,071 775,825 1,004,470
Operating expenses 2,827,918 1,732,641 2,095,530 3,459,697
Operating income (loss) (244,223) 1,166,057 408,328 (2,037,231)
Net income (loss) (47,394) 686,907 163,169 (1,499,108)
Basic earnings (loss) per share (0.01) 0.17 0.04 (0.39)
Diluted earnings (loss) per
share (0.01) 0.17 0.04 (0.39)
1999
------------------------------------------------------------------------
1st 2nd 3rd 4th
------------ ------------ ------------ ------------
Premiums and policy fees, net $ 6,007,511 $ 5,705,270 $ 5,337,120 $ 4,531,242
Net investment income 3,640,387 3,603,212 3,628,538 3,657,400
Total revenues 9,835,111 9,136,482 8,964,360 8,121,158
Policy benefits including
Dividends 6,115,079 5,569,046 4,864,370 4,740,390
Commissions and
amortization of DAC and COI 1,366,288 1,131,407 1,070,869 1,173,088
Operating expenses 2,080,905 1,882,088 1,678,571 1,891,810
Operating income (loss) 74,962 392,486 1,198,404 189,701
Net income (loss) 132,461 123,481 883,271 (63,304)
Basic earnings (loss) per share 0.05 0.05 0.29 (0.01)
Diluted earnings (loss) per share 0.07 0.07 0.29 (0.00)
ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
NONE
PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF UTGTHE BOARD OF DIRECTORS
In accordance with the laws of Illinois and the Certificate of Incorporation and
Bylaws of UTG, as amended, UTG is managed by its executive officers under the
direction of the Board of Directors. The Board elects executive officers,
evaluates their performance, works with management in establishing business
objectives and considers other fundamental corporate matters, such as the
issuance of stock or other securities, the purchase or sale of a business and
other significant corporate business transactions. In the fiscal year ended
December 31, 2001,2002, the Board met 54 times. All directors attended at least 75% of
all meetings of the board, except Millard Oakley.
The Board of Directors has an Audit Committee consisting of Messrs. Albin,
Collins, O'Keefe,Perry, and Teater. The Audit Committee performs such duties as outlined in the
Company's Audit Committee Charter. The Audit Committee reviews and acts or
reports to the Board with respect to various auditing and accounting matters,
the scope of the audit procedures and the results thereof, internal accounting
and control systems of UTG, the nature of services performed for UTG and the
fees to be paid to the independent auditors, the performance of UTG's
independent and internal auditors and the accounting practices of UTG. The Audit
Committee also recommends to the full Board of Directors the auditors to be
appointed by the Board. The Audit Committee met twice in 2001.2002.
The compensation of UTG's executive officers is determined by the full Board of
Directors (see report on Executive Compensation).
Under UTG's Certificate of Incorporation,By-Laws, the Board of Directors should be comprised of at least six
and no more than eleven directors. At December 31, 20012002 The Board consisted of
elevennine directors. Shareholders elect Directors to serve for a period of one year
at UTG's Annual Shareholders' meeting.
Directors and officers of UTG file periodic reports regarding ownership of
Company securities with the Securities and Exchange Commission pursuant to
Section 16(a) of the Securities Exchange Act of 1934 as amended, and the rules
promulgated thereunder. The following information with respect to business experienceDuring 2002, UTG was aware of the Boardfollowing individuals
who filed a late Form 3, initial statement of Directors has been furnished bybeneficial ownership of
securities, with the respective directors or obtained fromSecurities and Exchange Commission; Michael K. Borden,
employee, Joyce M. Copp, employee, Thomas F. Darden, director, Theodore C.
Miller, executive officer, William W. Perry, director, James P. Rousey, director
and executive officer, and Brad M. Wilson, employee. Each of these individuals
reported no stock ownership of UTG at the recordstime of UTG.
the filing of the Form 3.
AUDIT COMMITTEE REPORT TO SHAREHOLDERS
In connection with the December 31, 20012002 financial statements, the audit
committee: (1) reviewed and discussed the audited financial statements with
management; (2) discussed with the auditors the matters required by Statement on
Auditing Standards No. 61; and (3) received and discussed with the auditors the
matters required by Independence Standards Board Statement No.1. Based upon
these reviews and discussions, the audit committee recommended to the Board of
Directors that the audited financial statements be included in the Annual Report
on Form 10-K filed with the SEC.
John S. Albin - Committee Chairman
JohnWilliam W. Collins
Robert V. O'KeefePerry
Robert W. Teater
The following information with respect to business experience of the Board of
Directors has been furnished by the respective directors or obtained from the
records of UTG.
DIRECTORSName, Age
Position with the Company, Business Experience and Other
Directorships
John S. Albin, 7374
Director of UTG since 1984; Director of FCC from 1984 and FCC since 1992;to
2002; farmer in Douglas and Edgar counties, Illinois, since
1951; Chairman of the Board of Longview State Bank since
1978; President of the Longview Capitol Corporation, a bank
holding company, since 1978; Chairman of First National Bank
of Ogden, Illinois, since 1987; Chairman of the State Bank
of Chrisman since 1988; Director and Secretary of Illini
Community Development Corporation since 1990; Commissioner
of Illinois Student Assistance Commission since
1996.from 1996 to 2002.
Randall L. Attkisson 5657
Director of UTG andsince 1999; Director of FCC since 1999;from 1999 to
2002; President and Chief Operating Officer of UTG and
FCC since
2001; President and Chief Operating Officer of FCC from 2001
to 2002; Chief Financial Officer, Treasurer, Director of
First Southern Bancorp, Inc.Inc, a bank holding company, since
1986; Treasurer, Director of First Southern Funding, LLC
(formerly First Southern Funding Inc.) since 1992; Director
of Kentucky Christian Foundation since 2002; Director of The
River Foundation, Inc. since 1990; President of Randall L.
Attkisson & Associates from 1982 to 1986; Commissioner of
Kentucky Department of Banking & Securities from 1980 to
1982; Self-employed Banking Consultant in Miami, FL from
1978 to 1980.
John W. Collins 75 Director of UTG since 2000; Director of FCC and certain affiliate companies since
1982. Consultant and past President of Collins-Winston Group, an executive search
firm, since 1976.
Jesse T. Correll 4546
Chairman and CEO of UTG and FCC since 2000; Chairman and CEO of FCC
from 2000 to 2002; Director of UTG andsince 1999; Director of
FCC since 1999;from 1999 to 2002; Chairman, President, Director of
First Southern Bancorp, Inc. since 1983; President, Director
or Manager of First Southern Funding since 1992; President,
Director of The River Foundation since 1990; President, Director and sole member manager of Dyscim LLC
(formerly Dyscim Holdings Company, Inc.) since 1990; Director of
Thomas Nelson, Inc. since 2001; Director of Computer
Services, Inc. since 2001; Director of Global Focus since
2001; Young Life Dominican Republic Committee Member since
2000. Jesse Correll is the son of Ward Correll.
Ward F. Correll 7374
Director of UTG since 2000 and FCC since 1999;from 1999 to 2002;
President, Director of Tradeway, Inc. of Somerset, KY since
1973; President, Director of Cumberland Lake Shell, Inc. of
Somerset, KY since 1971; President, Director of Tradewind
Shopping Center, Inc. of Somerset, KY since 1966; Director
of First Southern Bancorp since 1988; Director or Manager of
First Southern Funding since 1991; Director of The River
Foundation of Stanford, KY since 1990; and Director First
Southern Insurance Agency of Stanford, KY since 1987. Ward
Correll is the father of Jesse Correll.
Thomas F. Darden 4748
Director of UTG andsince 2001; Director of FCC since 2001;from 2001 to
2002; Managing Partner of Cherokee Investment Partners LLC,
a real estate investment firm, and President and CEO of
Cherokee Sanford Group, Inc. an affiliated predecessor since
1983; Director of BTI Telecom, Inc. since 1998; Director of
Waste Industries, Inc. since 1997;from 1997 to 2002; Director of
Winston Hotels, Inc. since 1994; Trustee of Shaw University
since 1993; Member of the Board of Governors of Research
Triangle Institute since 1998; Former Chairman of the
Triangle Transit Authority, serving from 1993 to 1998 and
Chairman from 1996 to 1997; Prior to 1996, twice appointed
to the North Carolina Board of Transportation.
Luther C. Miller 71Millard V. Oakley* 72
Director of UTG since 2000 and FCC since 1984; Executive Vice President and Secretary1999; Director of FCC from 1984 until 1992; officer and director of certain affiliate companies
until 1992.
Millard V. Oakley 71 Director of UTG and FCC since 1999;1999 to
2002; Presently serves on Board of Directors and Executive
Committee of Thomas Nelson, a publicly held publishing
company based in Nashville, TN; Director of First National
Bank of the Cumberlands, Livingston-Cooksville, TN; Lawyer
with limited law practice since 1980; State Insurance
Commissioner for State of Tennessee from 1975 to 1979;
General Counsel, United States House of Representatives,
Washington, D.C., Congressional Committee on Small Business
from 1971-1973; four elective terms as County Attorney for
Overton County, TN; delegate to National Democratic
Convention in 1964; four elective terms in the Tennessee
General Assembly from 1956 to 1964; Lawyer in Livingston, TN
from 1953 to 1971; Elected to the Tennessee Constitutional
Convention in 1952.
Robert V. O'Keefe 80William W. Perry 46
Director of UTG since 2000 and FCC since 1993; Director and Treasurer of UTG from 1988
to 1992;2001; Director of Cilcorp, Inc.FCC from 19822001 to
1994; Director of Cilcorp Ventures,
Inc. from 1985 to 1994; Director of Environmental Science and Engineering Co. from 1990
to 1994.
William W. Perry 45 Director of UTG and FCC since 2001;2002; Owner of SES Investments, Ltd., an oil and gas
investments company since 1991; President of EGL Resources,
Inc., an oil and gas operations company based in Texas and
New Mexico since 1992; PresidentSecretary of Midland Yucca Realty, a
Texas real estate investment company since 1993; Chairman of
Perry & Perry, Inc., a Texas oil and gas consulting company
since 1977; Member of the Board of Managers of Tall City
Equity Fund since 2001; President of Champion Title Group, a
Florida based consulting business since 1999; involved with, Young Life youth
organization as a leader, Chairmanin various
capacities; Midland City Council Member
James P. Rousey 44
Executive Vice President and Chief Administrative Officer
since September 2001; Regional CEO and Director of First
Southern National Bank from 1988 to 2001. Board Member with
the international Committee and National BoardIllinois Fellowship of Christian Athletes since 1977.2001.
Robert W. Teater 7576
Director of UTG since 1987 and FCC since 1992;from 1992 to 2002; member
of Columbus School Board 1991-2001; Former Director, Ohio Department of Natural Resources; Founder, Teater-Gebhardt
and Associates, Inc., a comprehensive consulting firm in
natural resources development; Member of Reserve Forces
Policy Board in Department of Defense 1981-1985; Director of
School of Natural Resources at Ohio State University form
1973-1975; Assistant Director of Ohio Agricultural
Experiment Station 1969-1975; Associate Dean of Ohio State
University, College of Agriculture and Home Economics from
1969-1972;Combat veteran and retired Major General, Ohio
Army National Guard.
* Milliard V. Oakley resigned his position as a Director of UTG effective March
14, 2003.
EXECUTIVE OFFICERS OF UTG
More detailed information on the following executive officers of UTG appears
under "Directors":
Jesse T. Correll Chairman of the Board and Chief Executive Officer
Randall L. Attkisson President and Chief Operating Officer
James P. Rousey Executive Vice President and Chief Administrative Officer
Other executive officers of UTG are set forth below:
Name, Age Position with UTG and, Business Experience
James P. Rousey 43 Executive Vice President and Chief Administrative Officer since September 2001;
Regional CEO and Director of First Southern National Bank from 1988 to 2001. Board
Member with the Illinois Fellowship of Christian Athletes since 2001.
Theodore C. Miller 3940
Corporate Secretary since December 2000, Senior Vice
President and Chief Financial Officer since July 1997; Vice
President and Treasurer since October 1992; Vice President
and Controller of certain Affiliate Companiesaffiliated companies from 1984 to
1992. Brad M. Wilson 50Vice President and Treasurer of certain affiliated
companies from 1992 to 1997; Senior Vice President and Chief
InformationFinancial Officer of subsidiary companies since 1992; Chief Administrative
Officer from December 2000 to September 2001.1997;
Corporate Secretary of subsidiary companies since 2000.
ITEM 11. EXECUTIVE COMPENSATION UTGExecutive Compensation Table
The following table sets forth certain information regarding compensation paid
to or earned by UTG's Chief Executive Officer and each of the Executive Officersexecutive officers
of UTG whose salary plus bonus exceeded $100,000 during UTG's last three fiscal year:
Compensation for services provided by the named executive officers to UTG and
its affiliates is paid by FCC (See also Employment Contracts for Messrs.
Melville and Ryherd)UTG.
SUMMARY COMPENSATION TABLE
Name and Annual Compensation Other Annual (1) All Other (1)
Principal Position Year Salary ($) Bonus ($) Compensation ($) Compensation ($) ($)
Jesse T. Correll (2) 2001 56,2502002 75,000 - - -4,500
Chairman of the Board 2000 -2001 56,250 - - -
Chief Executive Officer 19992000 - - - -
Brad M. Wilson (4) 2002 160,000 3,000 - 3,600
Senior Vice President 2001 160,000 3,000 - 3,150
Senior Vice PresidentChief Information Officer 2000 157,500 3,227 - 3,150
Chief Information Officer 1999 147,700 3,000 3,665 3,150
Theodore C. Miller 2002 100,000 - - 3,000
Corporate Secretary 2001 100,000 5,000 - 3,000
Corporate SecretarySenior Vice President 2000 91,749 - - 2,752
Senior Vice President 1999 86,783 - 3,179 2,603
Chief Financial Officer
(1) Other Annual Compensation consistsJames P. Rousey (3) 2002 135,000 10,000 - 2,025
Executive Vice President 2001 50,625 - - -
Chief Administrative Officer 2000 - - - -
Member of interest paid on previously deferred
compensation amounts.the Board
(1) All Other Compensation consists of UTG's matching contribution to the First Commonwealth Corporation
Employee Savings Trust 401(k) Plan.
(2) On March 27, 2000, Mr. Jesse T. Correll assumed the position as Chairman of
the Board and Chief Executive Officer of UTG and each of its affiliates.
Mr. Correll did not receive a salary, bonus or other compensation for his
duties with UTG and each of its affiliates in the year 2000. In March 2001,
the Board of Directors approved an annual salary for Mr. Correll of
$75,000, with payments to begin on April 1, 2001.
(3) Mr. James P. Rousey became an officer and employee of UTG and its
subsidiaries effective August 16, 2001.
(4) On January 7, 2003, Mr. Wilson's employment with UTG and its insurance
subsidiaries was terminated.
Option/SAR Grants/Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End
Option/SAR Values
At December 31, 20012002 there were no shares of the common stock of UTG subject to
unexercised options held by the named executive officers. There were no options
or stock appreciation rights granted to the named executive officers for the
past three fiscal years.
Compensation of Directors
UTG's standard arrangement for the compensation of directors provides that each
director shall receive an annual retainer of $2,400, plus $300 for each meeting
attended and reimbursement for reasonable travel expenses. UTG's director
compensation policy also provides that directors who are employees of UTG or directors or officers of FSF and its
affiliates do not receive any compensation for their services as directors
except for reimbursement for reasonable travel expenses for attending each
meeting.
Employment Contracts
FCC entered into an employment agreement dated July 31, 1997 with Larry E.
Ryherd. Formerly, Mr. Ryherd had served as Chairman of the Board and Chief
Executive Officer of UTG and its affiliates, until his resignation on March 27,
2000. Pursuant to the agreement, Mr. Ryherd agreed to serve as Chairman of the
Board and Chief Executive Officer of UTG and in addition, to serve in other
positions of the affiliated companies if appointed or elected. The agreement
provides for an annual salary of $400,000 as determined by the Board of
Directors. The term of the agreement is for a period of five years. Mr. Ryherd
has deferred portions of his income under a plan entitling him to a deferred
compensation payment, which was paid to him on January 2, 2000, in the amount of
$240,000, which included interest at the rate of approximately 8.5% annually.
Additionally, Mr. Ryherd was granted an option to purchase up to 13,800 of the
Common Stock of UTG at $17.50 per share. The option was immediately exercisable
and transferable. At December 31, 2000, all previously granted options expired.
In accordance with the employment agreement, Mr. Ryherd continues to receive his
annual Salary of $400,000 until the agreement expiration date of July 31, 2002.
The entire $933,333 payable to Mr. Ryherd, from the date of his resignation
until the end of his employment agreement was accrued, and thus expensed, by FCC
in the first quarter of 2000.
FCC entered into an employment agreement dated July 31, 1997 with James E.
Melville pursuant to which Mr. Melville is employed as President and Chief
Operating Officer and in addition, to serve in other positions of the affiliated
companies if appointed or elected at an annual salary of $238,200. The term of
the agreement expires July 31, 2002. Mr. Melville has deferred portions of his
income under a plan entitling him to a deferred compensation payment which was
paid to him on January 2, 2000 of $400,000 which includes interest at the rate
of approximately 8.5% annually. Additionally, Mr. Melville was granted an option
to purchase up to 30,000 shares of the Common Stock of UTG at $17.50 per share.
The option is immediately exercisable and transferable. At December 31, 2000,
all previously granted options expired. In accordance with the employment
agreement, Mr. Melville continues to receive his annual Salary of $238,200 until
the agreement expiration date of July 31, 2002. An accrual of $562,000 was
established through a charge to general expenses at year-end 2000 for the
remaining payments required pursuant to the terms of Mr. Melville's employment
contract and other settlement costs.
There are no other employment agreements in effect with any executive officers or employees of the
Company.
REPORT ON EXECUTIVE COMPENSATIONIntroduction
The compensation of UTG's executive officers is determined by the full Board of
Directors. The Board of Directors strongly believes that UTG's executive
officers directly impact the short-term and long-term performance of UTG. With
this belief and the corresponding objective of making decisions that are in the
best interest of UTG's shareholders, the Board of Directors places significant
emphasis on the design and administration of UTG's executive compensation plans.
Executive Compensation Plan ElementsBase Salary. The Board of Directors establishes base salaries at a level
intended to be within the competitive market range of comparable companies. In
addition to the competitive market range, many factors are considered in
determining base salaries, including the responsibilities assumed by the
executive, the scope of the executive's position, experience, length of service,
individual performance and internal equity considerations. In addition to a base
salary, increased compensation of current and future executive officers of the
Company will be determined using a "performance based" philosophy. UTG's
financial results are analyzed and future increases to compensation will be
proportionately based on the profitability of the Company.
Stock Options. Stock options are granted at the discretion of the Board
of Directors. There were no options granted to the named executive officers
during the last three fiscal years.
Deferred Compensation. There are currently no deferred compensation
arrangements with any executive officers or employees of the Company.
Chief Executive Officer
On March 27, 2000, Mr. Jesse T. Correll assumed the position of Chairman of the
Board and Chief Executive Officer of UTG and each of its affiliates. Under Mr.
Correll's leadership, he declined to receive a salary, bonus or other forms of
compensation for his duties with UTG and each of its affiliates in the year
2000. In March 2001, the Board of Directors approved an annual salary for Mr.
Correll of $75,000, with payments to begin on April 1, 2001. As a reflection of
Mr. Correll's leadership, the compensation of current and future executive
officers of the Company will be determined by the Board of Directors using a
"performance based" philosophy. The Board of Directors will consider UTG's
financial results and future compensation decisions will be proportionately
based on the profitability of the Company.
Conclusion
The Board of Directors believes this Executive Compensation Plan provides a
competitive and motivational compensation package to the executive officer team
necessary to produce the results UTG strives to achieve. The Board of Directors
also believes the Executive Compensation Plan addresses both the interests of
the shareholders and the executive team.
BOARD OF DIRECTORS
John S. Albin Luther C. Miller
Randall L. Attkisson Millard V. Oakley
John W. Collins Robert V. O'Keefe
Jesse T. Correll William W. Perry
Ward F. Correll Robert W. Teater
Thomas F. Darden
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on UTG's
Common Stock during the five fiscal years ended December 31, 2001 with the
cumulative total return on the NASDAQ Composite Index Performance and the NASDAQ
Insurance Stock Index (1). The graph assumes that $100 was invested on December
31, 1996 in each of the Company's common stock, the NASDAQ Composite Index, and
the NASDAQ Insurance Stock Index, and that any dividends were reinvested.
(1) UTG selected the NASDAQ Composite Index Performance as an appropriate
comparison since during the time period reflected, UTG's Common Stock was
traded on the NASDAQ Small Cap exchange under the sign "UTGI". Furthermore,
UTG selected the NASDAQ Insurance Stock Index as the second comparison
because there is no similar single "peer company" in the NASDAQ system with
which to compare stock performance and the closest additional
line-of-business index which could be found was the NASDAQ Insurance Stock
Index. Trading activity in UTG's Common Stock is limited, which may be due
in part as a result of UTG's low profile, and its reported operating
losses. The Return Chart is not intended to forecast or be indicative of
possible future performance of UTG's stock.
The foregoing graph shall not be deemed to be incorporated by reference into any
filing of UTG under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that UTG specifically incorporates such information
by reference.
Compensation Committee Interlocks and Insider Participation
The following persons served as directors of UTG during 20012002 and were officers
or employees of UTG or its affiliates during 2001:2002: Jesse T. Correll, and Randall L.
Attkisson.Attkisson and James P. Rousey. Accordingly, these individuals have participated
in decisions related to compensation of executive officers of UTG and its
subsidiaries.
During 2001,2002, Jesse T. Correll and Randall L. Attkisson, executive officers of
UTG, FCC and theirthe insurance subsidiaries, were also members of the Board of Directors
of FCCthe insurance subsidiaries. During 2002, James P. Rousey and Theodore C.
Miller, executive officers of UTG and the insurance subsidiaries.subsidiaries, were also
members of the Board of Directors of ABE.
Jesse T. Correll and Randall L. Attkisson are each directors and executive
officers of FSBI and participate in compensation decisions of FSBI. FSBI owns or
controls directly and indirectly approximately 46.5% of the outstanding common
stock of UTG.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF UTGPRINCIPAL HOLDERS OF SECURITIES
The following tabulation sets forth the name and address of the entity known to
be the beneficial owners of more than 5% of UTG's Common Stock and shows: (i)
the total number of shares of common Stock beneficially owned by such person as
of March 1, 20022003 and the nature of such ownership; and (ii) the percent of the
issued and outstanding shares of common stock so owned as of the same date.
Title NumberAmount Percent
of Shares Percent
Of Name and Address and Nature of of
Classof Beneficial Owner Owner(2)Beneficial OwnershipClass (1)
- ------- ------------------- -------------------- ---------
Common TheJesse T. Correll group (2) 2,119,921 60.2%185,454 (3) 5.3%
Stock, no ParFirst Southern Bancorp, Inc. 1,634,336 (3)(4) 46.5%
par value First Southern Funding, LLC 0 (3)(4) 0%
First Southern Holdings, LLC 1,483,791 (3)(4) 42.3%
First Southern Capital Corp., LLC 183,033 (3)(4) 5.2%
First Southern Investments, LLC 18,575 0.5%
Ward F. Correll 98,523 (5) 2.8%
WCorrell, Limited Partnership 72,750 (3) 2.1%
Cumberland Lake Shell, Inc. 98,523 (5) 2.8%
Total(6) 2,119,921 60.4%
(1) The percentage of outstanding shares is based on 3,519,0653,511,636 shares of common
stock outstanding.Common
Stock outstanding as of March 1, 2003.
(2) The address for each of Jesse Correll, group, who file a combined 13D/A with the SEC, and their
respective holdings of UTG common stock are listed as follows: (i)First Southern Bancorp, Inc.
("FSBI"), First Southern Funding, LLC ("FSF"), First Southern Holdings, LLC
of("FSH"), First Southern Capital Corp., LLC ("FSC"), First Southern
Investments, LLC ("FSI"), and WCorrell, Limited Partnership ("WCorrell
LP"), is P.O. Box 328, 99 Lancaster Street, Stanford, KY 40484 which
owns 1,483,791 shares (42.2%Kentucky 40484. The
address for each of Ward Correll and Cumberland Lake Shell, Inc. ("CLS") is
P.O. Box 430, 150 Railroad Drive, Somerset, Kentucky 42502.
(3) The share ownership of common stock directly; (ii) Jesse Correll who ownslisted includes 112,704 shares (3.2%) of
common stock directly; (iii) Dyscim
Holding LLC, a Kentucky corporation, which owns 150,545 shares (4.3%)Common Stock owned by him individually. The share ownership of common stock, all of the outstandingMr. Correll
also includes 72,750 shares of which are ownedCommon Stock held by Jesse
Correll; (iv) WCorrell, Limited
Partnership, which owns 72,750 shares (2.1%)
of common stock, anda limited partnership in which Jesse Correll serves as
managing general partner and, as such, has sole voting and dispositive
power over the shares of common stock held by it; (v) First Southern Capital Corp. LLCit.
In addition, by virtue of 99
Lancaster Street, Stanford, KY 40484his ownership of voting securities of FSF and
FSBI, and in turn, their ownership of 100% of the outstanding membership
interests of FSH, Jesse Correll may be deemed to beneficially own the total
number of shares of Common Stock owned by FSH (as well as the shares owned
by FSBI directly), and may be deemed to share with FSH (as well as FSBI)
the right to vote and to dispose of such shares. Mr. Correll owns
approximately 79% of the outstanding membership interests of FSF; he owns
directly approximately 50%, companies he controls own approximately 14%,
and he has the power to vote but does not own an additional 3% of the
outstanding voting stock of FSBI. FSBI and FSF in turn own 99% and 1%,
respectively, of the outstanding membership interests of FSH. Mr. Correll
is also a manager of FSC and thereby may also be deemed to beneficially own
the total number of shares of Common Stock owned by FSC, and may be deemed
to share with it the right to vote and to dispose of such shares. The
aggregate number of shares of Common Stock held by these other entities, as
shown in the above table, is 1,817,369 shares.
(4) The share ownership of FSBI consists of 150,454 shares of Common Stock held
by FSBI directly (which FSBI acquired by virtue of its merger with Dyscim,
LLC) and 1,483,791 shares of Common Stock held by FSH of which owns 183,033FSBI is a
99% member and FSF is a 1% member, as further described below. As a result,
FSBI may be deemed to share the voting and dispositive power over the
shares (5.2%)held by FSH. The share ownership of common stock; (vi) Cumberland Lake Shell, Inc., which owns 98,523FSF does not include additional
shares (2.8%)that UTG agreed to issue to FSF or its assigns if the condition in
Section 13(c) of common stock,the Acquisition Agreement ( the earnings condition) is not
met. UTG did not meet the earnings requirements stipulated, and UTG
believes it will be required to issue 500,000 additional shares to FSF or
its assigns. Pursuant to the covenant, a final accounting and issuance of
any shares due are to occur by April 30, 2003.
(5) Represents the shares of Common Stock held by CLS, all of the outstanding
voting shares of which are owned jointly by Ward F. Correll and his wife. As a
result, Ward F. Correll may be deemed to share the voting and dispositive
power over these shares;
(vii) First Southern Investments LLC which owns 18,575 shares (less than
1%)shares.
(6) According to the most recent Schedule 13D, as amended, filed jointly by
each of common stock.
First Southern Funding LLC ("FSF")the entities and First Southern Bancorp, Inc. ("FSB")
arepersons listed above, Jesse Correll, FSBI, FSF,
FSH, FSC, and FSI, have agreed in principle to act together for the purpose
of acquiring or holding equity securities of UTG. In addition, the Schedule
13D indicates that because of their relationships with Jesse Correll and
these other entities, Ward Correll, CLS, and WCorrell, Limited Partnership
may also includedbe deemed to be members of this group. Because the Schedule 13D
indicates that for its purposes, each of these entities and persons may be
deemed to have acquired beneficial ownership of the equity securities of
UTG beneficially owned by the other entities and persons, each has been
identified and listed in the Correll entities. On September 4, 2001, FSF and
FSB - and their principals - restructured the manner in which they hold
shares of United Trust Group by forming a new limited liability company
under Kentucky law, First Southern Holdings LLC ("FSH"). FSB contributed to
FSH shares of United Trust Group common stock held by it and cash in
exchange for a 99% membership interest in FSH. FSF contributed to FSH
shares of United Trust Group common stock held by it, subject to notes
payable which were assumed by FSH for a 1% membership interest in FSH. As a
result, FSB and FSF own 99% and 1%, respectively, of the outstanding
membership interests of FSH who is the aforementioned holder of 1,483,791
shares (42.2%) of United Trust Group common stock.above tabulation.
SECURITY OWNERSHIP OF MANAGEMENT OF UTG
The following tabulation shows with respect to each of the directors of UTG,
with respect to UTG's chief executive officer and each of UTG's executive
officers whose salary plus bonus exceeded $100,000 for fiscal 2001,2002, and with
respect to all executive officers and directors of UTG as a group: (i) the total
number of shares of all classes of stock of UTG or any of its parents or
subsidiaries, beneficially owned as of March 1, 20022003 and the nature of such
ownership; and (ii) the percent of the issued and outstanding shares of stock so
owned, and granted stock options available as of the same date.
Title Directors, Named Executive Amount Percent
of Officers, & All Directors & and Nature of of
ClassExecutive Officers as a GroupOwnershipClass (1)
----- ----------------------------- --------- ---------
FCC's John S. Albin 0 *
Common Randall L. Attkisson 0 (2) *
Stock, $1.00 John W. Collins 0 *
par value Jesse T. Correll 1,217 (3) 2.2%
Ward F. Correll 0 *
Thomas F. Darden 0 *
Luther C. Miller 0 *
Theodore C. Miller 15 *
Millard V. Oakley 0 *
Robert V. O'Keefe 0 *
William W. Perry 0 *
James P. Rousey 0 *
Robert W. Teater 0 *
Brad M. Wilson 2 *
All directors and executive officers 1,234 2.3%
as a group (fourteen in number)
UTG's John S. Albin 10,503 (4) *
Common Randall L. Attkisson 0 (2) *
Stock, no John W. Collins 0 *
par value Jesse T. Correll 2,002,823 (3) 56.9%7.0%
par value Ward F. Correll 98,523 (5) 2.8%
Thomas F. Darden 0 *
Luther C. Miller 08,334 (7) *
Theodore C. Miller 010,000 (7) *
Millard V. Oakley 16,471 *
Robert V. O'Keefe 300 (6) *
William W. Perry 012,000 (7) *
James P. Rousey 0 *
Robert W. Teater 7,380 (7) *
Brad M. Wilson 0(6) *
All directors and executive officers
as a group (fourteen(ten in number) 2,136,000 60.7%2,166,034 61.7%
(1) The percentage of outstanding shares for FCC is based on 54,385 shares of
Common Stock outstanding. The percentage of outstanding shares for UTG is based on 3,519,0653,511,636 shares
of Common Stock outstanding.outstanding as of March 1, 2003.
(2) Randall L. Attkisson is an associate and business partner of Mr. Jesse T.
Correll and holds minority ownership positions in certain of the companies
listed as owning UTG and FCC Common Stock including First Southern Funding
LLC and First Southern Bancorp, Inc.
Ownership of these shares is reflected in the ownership of Jesse T.
Correll.
(3) The share ownership of Mr. Correll includes 112,704 shares of United Trust
Group common stock owned by him individually and 150,545 shares of United
Trust Group common stock held by Dyscim, LLC. Mr. Correll owns all of the
outstanding membership interests of Dyscim, LLC, and therefore has sole
voting and dispositive power over the shares held by it.First Southern Bancorp, Inc. The share
ownership of Mr. Correll also includes 72,750 shares of United Trust Group
common stock held by WCorrell, Limited Partnership, a limited partnership
in which Mr. Correll serves as managing general partner and, as such, has
sole voting and dispositive power over the shares held by it. In addition,
by virtue of his ownership of voting securities of First Southern Funding,
LLC and First Southern Bancorp, Inc., and in turn, their ownership of 100%
of the outstanding membership interests of First Southern Holdings, LLC
(the holder of 1,483,791 shares of United Trust Group common stock), Mr.
Correll may be deemed to beneficially own the total number of shares of
United Trust Group common stock owned by First Southern Holdings, and may
be deemed to share with First Southern Holdings the right to vote and to
dispose of such shares. Mr. Correll owns approximately 82%79% of the
outstanding membership interests of First Southern Funding; he owns
directly approximately 38%50%, companies he controls own approximately 23%14%,
and he has the power to vote but does not own an additional 3% of the
outstanding voting stock of First Southern Bancorp. First Southern Bancorp
and First Southern Funding in turn own 99% and 1%, respectively, of the
outstanding membership interests of First Southern Holdings. Mr. Correll is
also a manager of First Southern Capital Corp., LLC, and thereby may also
be deemed to beneficially own the 183,033 shares of United Trust Group
common stock held by First Southern Capital, and may be deemed to share
with it the right to vote and to dispose of such shares. Share ownership of
Mr. Correll in United Trust Group common stock does not include 18,575
shares of United Trust Group common stock held by First Southern
Investments, LLC, of which Dyscim, LLC is a member.
First Southern Bancorp owns 1,217 shares of FCC's common stock.LLC.
(4) Includes 392 shares owned directly by Mr. Albin's spouse.
(5) Cumberland Lake Shell, Inc. owns 98,523 shares of UTG Common Stock, all of
the outstanding voting shares of which are owned by Ward F. Correll and his
wife. As a result Ward F. Correll may be deemed to share the voting and
dispositive power over these shares. Ward F. Correll is the father of Jesse
T. Correll. There are 72,750 shares of UTG Common Stock owned by WCorrell
Limited Partnership in which Jesse T. Correll serves as managing general
partner and, as such, has sole voting and dispositive power over the shares
of Common Stock held by it. The aforementioned 72,750 shares are deemed to
be beneficially owned by and listed under Jesse T. Correll in this section.
(6) Includes 300 shares owned directly by Mr. O'Keefe's spouse.
(7) Includes 210 shares owned directly by Mr. Teater's spouse.
(7) Shares subject to UTG Employee and Director Stock Purchase Plan.
* Less than 1%.
Except as indicated above, the foregoing persons hold sole voting and investment
power.
The following table reflects the Company's Employee and Director Stock Purchase
Plan Information:
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
Plan category Number of securities to be Weighted-average exercise Number of securities
issued upon exercise of price of outstanding options, remaining available for
outstanding options, warrants and rights future issuance under
warrants and rights employee and director stock
purchase plans (excluding
(b) securities reflected in
(a) column (a))
(c)
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
Employee and director stock
purchase plans approved by
security holders
341,109
0 0
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
Employee and director stock
purchase plans not approved by
security holders
0 0 0
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
Total 0 0 341,109
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
On March 26, 2002, the Board of Directors of UTG adopted, and on June 11, 2002,
the shareholders of UTG approved, the United Trust Group, Inc. Employee and
Director Stock Purchase Plan. The Plan allows for the issuance of up to 400,000
shares of UTG common stock. The plan's purpose is to encourage ownership of UTG
stock by eligible directors and employees of UTG and its subsidiaries by
providing them with an opportunity to invest in shares of UTG common stock. The
plan is administered by the Board of Directors of UTG. A total of 58,891 shares
of UTG common stock were issued under this plan in 2002, to eight individuals at
a purchase price of $12.00 per share. Each participant under the plan executed a
"stock restriction and buy-sell agreement", which among other things provides
UTG with a right of first refusal on any future sales of the shares acquired by
the participant under this plan. The purchase price of shares repurchased under
the stock restriction and buy-sell agreement shall be computed, on a per share
basis, equal to the sum of (i) the original purchase price paid to acquire such
shares from UTG and (ii) the consolidated statutory net earnings (loss) per
share of such shares during the period from the end of the month next preceding
the month in which such shares were acquired pursuant to the plan, to the end of
the month next preceding the month in which the sale of such shares to UTG
occurs. At December 31, 2002, shares issued under this program had a value of
$11.94 per share pursuant to the above formula.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 15, 2002, North Plaza acquired 229 acres of timberland from Millard
V. Oakley, a director of UTG, for a total purchase price of $54,811. The land
acquired was adjacent to land already owned by North Plaza. The purchase price
was consistent with other recent similar land acquisitions made by North Plaza.
On March 26, 2002, the Board of Directors of UTG adopted, and on June 11, 2002,
the shareholders of UTG approved, the United Trust Group, Inc. Employee and
Director Stock Purchase Plan. The plan's purpose is to encourage ownership of
UTG stock by eligible directors and employees of UTG and its subsidiaries by
providing them with an opportunity to invest in shares of UTG common stock. The
plan is administered by the Board of Directors of UTG.
At its September 2002 meeting, the Board of Directors of UTG approved initial
offerings under the plan to qualified individuals. This initial offering was at
a purchase price of $12.00 per share. A total of 58,891 shares of UTG common
stock were issued under this plan in 2002, to eight individuals. Each
participant under the plan executed a "stock restriction and buy-sell
agreement", which among other things provides UTG with a right of first refusal
on any future sales of the shares acquired by the participant under this plan.
The purchase price of shares repurchased under the stock restriction and
buy-sell agreement shall be computed, on a per share basis, equal to the sum of
(i) the original purchase price paid to acquire such shares from UTG and (ii)
the consolidated statutory net earnings (loss) per share of such shares during
the period from the end of the month next preceding the month in which such
shares were acquired pursuant to the plan, to the end of the month next
preceding the month in which the sale of such shares to UTG occurs. At December
31, 2002, shares issued under this program had a value of $11.94 per share
pursuant to the above formula.
On November 20, 1998, FSF and affiliates acquired 929,904 shares of common stock
of UTG from UTG and certain UTG shareholders. As consideration for the shares,
FSF paid UTG $10,999,995 and certain shareholders of UTG $999,990 in cash.
Included in the stock acquisition agreement is an earnings covenant whereby UTG
warrants UTG and its subsidiaries and affiliates will have future earnings of at
least $30,000,000 for a five-year period beginning January 1, 1998. Such
earnings are computed based on statutory results excluding inter-company
activities such as inter-company dividends plus realized and unrealized gains
and losses on real estate, mortgage loans and unaffiliated common stocks. At the
end of the covenant period, an adjustment is to be made equal to the difference
between the then market value and statutory carrying value of real estate still
owned that existed at the beginning of the covenant period. Should UTG not meet
the covenant requirements, any shortfall will first be reduced by the actual
average tax rate for UTG for the period, then will be further reduced by
one-half of the percentage, if any, representing UTG's ownership percentage of
the insurance company subsidiaries. This result will then be reduced by
$250,000. The remaining amount will be paid by UTG in the form of UTG common
stock valued at $15.00 per share with a maximum number of shares to be issued of
500,000. However, there shall be no limit to the number of shares transferred to
the extent that there are legal fees, settlements, damage payments or other
losses as a result of certain legal action taken. The price and number of shares
shall be adjusted for any applicable stock splits, stock dividends or other
recapitalizations. For the five-year period starting January 1, 1998 and ending
December 31, 2002, the Company had total earnings of $17,011,307 applicable to
this covenant. Therefore, UTG did not meet the earnings requirements stipulated,
and UTG believes it will be required to issue 500,000 additional shares to FSF
or its assigns. Pursuant to the covenant, a final accounting and issuance of any
shares due are to occur by April 30, 2003.
On May 21, 2002, at a special meeting of shareholders, the shareholders of FCC,
then an 82% owned subsidiary of UTG, voted on and approved that certain
Agreement and Plan of Reorganization and related Plan of Merger, each dated as
of June 5, 2001, between UTG, and FCC (collectively, the "Merger Agreement"),
and the merger contemplated thereby in which FCC would be merged with and into
UTG, with UTG being the surviving corporation of the merger. The merger became
effective on June 12, 2002. Pursuant to the terms and conditions of the Merger
Agreement, each share of FCC stock outstanding at the effective time of the
merger (other than shares held by UTG or shares held in treasury by FCC or by
any of its subsidiaries) was at such time automatically converted into the right
to receive $250 in cash per share.
At a December 17, 2001 joint meeting of the board of directors of UTG, FCC and
their insurance subsidiaries, the boards of directors of the insurance
subsidiaries discussed and decided to further explore and pursue a possible sale
of the insurance charters of each of APPL and ABE. In the alternative to a sale
of the APPL charter, the boards also discussed and decided to further explore a
possible merger of APPL into UG. RegardlessAt the September 24, 2002 joint meeting of whetherthe
board of directors of UTG and its insurance subsidiaries, the boards of
directors of UG and ABE each approved the exploration of a merger transaction
whereby ABE will be merged with and into UG. The UG and ABE Boards are expected
to approve the merger transaction at the March 2003 meeting. The completion of
the transaction is ultimately
pursued orcontingent upon the chartersnecessary regulatory approvals and is
expected to be completed in mid 2003.
In preparation for a possible charter sale of each subsidiary are sold,APPL, UG would likely assume and reinsureAPPL entered into a
100% coinsurance agreement effective October 1, 2002, whereby UG assumed and
APPL ceded all of the existing insurance policiesbusiness of those subsidiaries in any such
transaction.
DuringAPPL. The coinsurance transaction had
no financial impact on the fourth quarterconsolidated financial statements or operating
results of UTG.
On September 27, 2001, UG purchased real estate at a cost of $6,333,336 from an
outside third party through the formation of an LLC in which UG is a two-thirds
owner. The other one-third partner is Millard V. Oakley, who is a Director of
both UTG
and FCC.UTG. Hampshire Plaza, LLC consists of a twenty story, 254,000 square foot office
tower, an attached 72,000 square foot retail plaza, and an attached parking
garage with approximately 350 parking spaces located in Manchester, New
Hampshire for $6,333,336. At December 31, 2001, the property was carried at
$6,491,734.Hampshire.
On November 15, 2001, UTG was extended a $3,300,000 line of credit from the
First National Bank of the Cumberlands located in Livingston, Tennessee. The
First National Bank of the Cumberlands is owned by Millard V. Oakley, who is a
Director of both UTG and FCC.UTG. The original line of credit will expireexpired one year from the date of
issue and all funds advanced under thiswas renewed in 2002 for an additional one-year term. The line of
credit are to be usedis available for the repurchase of stock.general business uses. The interest rate provided for in
the agreement is variable and indexed to be the lowest of the U.S. prime rates
as published in the money section of the Wall Street Journal, with any interest
rate adjustments to be made monthly. To date,During 2002, the Company has no borrowings or obligations
attributable toborrowed a total
of $1,600,000 under this line of credit.credit and incurred interest expense of
$17,419. All funds drawn were repaid prior to December 31, 2002. No borrowings
were incurred during 2001.
On October 26, 2001, APPL effected a reverse stock split, as a result of which
(i) it became a wholly-owned subsidiary of UG, and an indirect wholly-owned
subsidiary of FCC and UTG, and (ii) its minority shareholders received an aggregate of
$1,055,294.50$1,055,295 in respect of their shares. Prior to the reverse stock split, UG
owned 88% of the outstanding shares of APPL.
On September 4, 2001, FSF and FSBI (and their principals) restructured the
manner in which they hold shares of UTG by forming a new limited liability
company under Kentucky law, First Southern Holdings, LLC ("FSH"). FSBI
contributed to FSH shares of UTG common stock held by it and cash in exchange
for a 99% membership interest in FSH. FSF contributed to FSH shares of UTG
common stock held by it, subject to notes payable which were assumed by FSH in
exchange for a 1% membership interest in FSH.
On April 12, 2001, UTG completed the purchase of 22,500 shares of UTG common
stock and 544 shares of FCC common stock from James E. Melville and family
pursuant to the Melville Purchase Agreement in exchange for five year promissory
notes of UTG in the aggregate principal amount of $288,800. On April 12, 2001,
UTG also completed the purchase from another family member of Mr. Melville of an
additional 100 shares of UTG for a total cash payment of $800. The purchase for
cash by UTG of an additional 39 shares of FCC common stock owned by Mr. Melville
at a purchase price of $200.00 per share was consummated on June 27, 2001. Mr.
Melville was a former director of UTG, FCC and the three insurance subsidiaries
of UTG; he resigned from those boards on February 13, 2001. At December 31,
2002, UTG owes $173,280 to Mr. Melville and family members on these promissory
notes.
On April 12, 2001, UTG also completed the purchase of 559,440 shares of UTG
common stock from Larry E. Ryherd and family pursuant to the Ryherd Purchase
Agreement for cash payments totaling $948,026 and a five year promissory note of
UTG in the principal amount of $3,527,494. The purchase by UTG of the remaining
3,775 shares of UTG common stock to be purchased for cash at $8.00 per share
pursuant to the Ryherd Purchase Agreement along with an additional 570 shares
from certain parties to the Ryherd Purchase Agreement was completed on June 20,
2001. The promissory notes of UTG received by certain of the sellers pursuant to
the Melville Purchase Agreement and the Ryherd Purchase Agreement bear interest
at a rate of 7% per annum (paid quarterly) with payments of principal to be made in
five equal annual installments, the first such payment of principal to be due on
the first anniversary of the closing. At December 31, 2002, UTG owes $2,821,995
to Mr. Ryherd and family on this promissory note.
On April 12, 2001, UTG also purchased in a separate transaction 10,891 shares of
UTG common stock from Robert E. Cook at a price of $8.00 per share. At the
closing, Mr. Cook received $17,426 in cash and a five year promissory note of
UTG (substantially similar to the promissory notes issued pursuant to the
Melville and Ryherd Purchase Agreements described above) in the principal amount
of $69,702. Mr. Cook was a director of UTG and FCC who resigned his position on
January 8, 2001. Mr. Cook proposed the stock purchase to Jesse T. Correll who
agreed to purchase Mr. Cook's stock on substantially the same terms as the
purchases of the stock held by Messrs. Melville and Ryherd as described above.
On December 31, 1999, UTGDuring 2002, Mr. Cook's note was paid in full.
During 2000 and Jesse T. Correll entered a transaction whereby Mr.
Correll, in combination with other individuals, made an equity investment in
UTG. Under the terms of the Stock Acquisition Agreement, the Correll group
contributed their 100% ownership of North Plaza of Somerset, Inc. to UTG in
exchange for 681,818 authorized but unissued shares of UTG common stock. The
Board of Directors of UTG approved the transaction at their regular quarterly
board meeting held on December 7, 1999. North Plaza of Somerset, Inc. owns for
investment purposes, a shopping center in Somerset, Kentucky, approximately
12,000 acres of timberland in Kentucky, and a 50% partnership interest in an
additional 11,000 acres of Kentucky timberland. North Plaza has no debt. The net
assets were valued at $7,500,000, which equates to $11.00 per share for the new
shares of UTG that were issued in the transaction.
Mr. Correll is Chairman of the Board of Directors of UTG and currently UTG's
largest shareholder through his ownership control of FSF, FSBI and affiliates.
Mr. Correll is the majority shareholder of FSF and FSBI, a bank holding company
that operates out of 14 locations in central Kentucky. At December 31, 2001, Mr.
Correll owns or controls directly and indirectly approximately 60% of UTG.
Following necessary regulatory approval, on December 29, 1999, UG was the
survivor to a merger with its 100% owned subsidiary, USA. The merger was
completed as a part of management's efforts to reduce costs and simplify the
corporate structure.
On July 26, 1999, the shareholders of UTG and UII approved a merger transaction
of the two companies. Prior to the merger, UTG owned 53% of UTGL99 (refers to
the former United Trust Group, Inc., which was formed in February of 1992 and
liquidated in July of 1999) an insurance holding company, and UII owned 47% of
UTGL99. Additionally, UTG held an equity investment in UII. At the time the
decision to merge was made, neither UTG nor UII had any other significant
holdings or business dealings. The Board of Directors of each company thus
concluded a merger of the two companies would be in the best interests of the
shareholders by creating a larger more viable life insurance holding group with
lower administrative costs, a simplified corporate structure, and more readily
marketable securities. Following the merger approval, UTG issued 817,517 shares
of its authorized but unissued common stock to former UII shareholders, net of
any dissenter shareholders in the merger. Immediately following the merger,
UTGL99, which was then 100% owned by UTG, was liquidated and UTG changed its
name to United Trust Group, Inc. ("UTG").
Under the current structure, FCC payspaid a majority of the general operating expenses of
the affiliated group. FCC then receivesreceived management, service fees and
reimbursements from the various affiliates. United Income, Inc. ("UII") had a service agreement with United Security
Assurance Company ("USA"). The agreement was originally established upon the
formationBeginning in January 2002, and in
anticipation of USA which was a 100% owned subsidiary of UII. Changes in the
affiliate structure have resulted in USA no longer being a direct subsidiary of
UII, though still a member of the same affiliated group. The original service
agreement remained in place without modification. USA paid UII monthly fees
equal to 22% of the amount of collected first year premiums, 20% in second year
and 6% of the renewal premiums in years three and after. UII had a subcontract
agreement with UTG to perform services and provide personnel and facilities. The
services included in the agreement were claim processing, underwriting,
processing and servicing of policies, accounting services, agency services, data
processing and all other expenses necessary to carry on the business of a life
insurance company. UII's subcontract agreement with UTG states that UII pay UTG
monthly fees equal to 60% of collected service fees from USA as stated above.
The service fees received from UII were recorded in UTG's financial statements
as other income. With the merger of UII intoFCC, UTG began paying a majority of the general
operating expenses of the affiliated group. Following the FCC merger in July 1999, the sub-contract
agreement ended andJune
2002, UTG also assumed the direct contractrights and obligations of the management and service
fees agreements with USA. This agreement was
terminated upon the merger of USA into UG in December 1999.
USA paid $677,807 under their agreement with UII for 1999. UII paid $223,753
under their agreement with UTG for 1999. Additionally, UII paid FCC $30,000 in
1999 for reimbursement of costs attributed to UII. These reimbursements are
reflected as a credit to general expenses.various affiliates originally held by FCC.
UTG paid FCC $0, $550,000 and $750,000 in 2002, 2001 and $600,000 in 2001, 2000, and 1999, respectively for
reimbursement of costs attributed to UTG. During 2002 through the date of the
FCC merger, FCC paid $3,200,000 to UTG for reimbursement of costs attributed to
FCC and affiliates under which FCC had management and cost sharing services
arrangements.
On January 1, 1993, FCC entered an agreement with UG pursuant to which FCC
providesprovided management services necessary for UG to carry on its business. UG paid
$2,974,088, $6,156,903 $6,061,515 and $6,251,340$6,061,515 to FCC in 2002, 2001 and 2000,
and 1999,
respectively. UG paid $3,025,194 to UTG in 2002 under this arrangement.
ABE payspaid fees to FCC pursuant to a cost sharing and management fee agreement.
FCC provides management services for ABE to carry on its business. The agreement
requiresrequired ABE to pay a percentage of the actual expenses incurred by FCC based on
certain activity indicators of ABE business to the business of all the insurance
company subsidiaries plus a management fee based on a percentage of the actual
expenses allocated to ABE. ABE paid fees of $188,494, $332,673 and $371,211 in
2002, 2001 and $392,005 in
2001, 2000, and 1999, respectively under this agreement. ABE paid fees of
$170,729 in 2002 to UTG under this agreement.
APPL hashad a management fee agreement with FCC whereby FCC provides certain
administrative duties, primarily data processing and investment advice. APPL
paid fees of $444,000,$222,000, $444,000 and $300,000$444,000 in 2002, 2001 and 2000,
and 1999,
respectively under this agreement. APPL paid fees of $222,000 to UTG during 2002
under this agreement.
Respective domiciliary insurance departments have approved the agreements of the
insurance companies and it is Management's opinion that where applicable, costs
have been allocated fairly and such allocations are based upon accounting
principles generally accepted in the United States of America.
Since the Company's affiliation with FSF, UG has acquired mortgage loans through
participation agreements with FSNB. FSNB services the loans covered by these
participation agreements. UG pays a .25% servicing fee on these loans and a
one-time fee at loan origination of .50% of the original loan amount to cover
costs incurred by FSNB relating to the processing and establishment of the loan.
UG paid $70,140, $79,730 $34,721 and $11,578$34,721 in servicing fees and $35,127, $22,626 $91,392 and
$0$91,392 in origination fees to FSNB during 2002, 2001 2000 and 1999,2000, respectively.
The Company reimbursed expenses incurred by Mr. Correll and Mr. Attkisson
relating to travel and other costs incurred on behalf of or relating to the
Company. The Company paid $74,621, $145,407 and $96,599 in 2002, 2001 and
$39,336 in 2001, 2000, and
1999,respectively to First Southern Bancorp, Inc. in reimbursement of such
costs. In addition, beginning in 2001, the Company began reimbursing FSBI a
portion of salaries for Mr. Correll and Mr. Attkisson. The reimbursement was
approved by the UTG board of directors and totaled $169,651 and $128,411 in 2002
and 2001, respectively, which included salaries and other benefits.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTSITEM 14. CONTROLS AND PROCEDURES
Kerber, EckWithin the 90 days prior to the filing date of this quarterly report, an
evaluation was performed under the supervision and Braeckel LLP ("KEB") served as UTG's independent certified
public accounting firm for the fiscal year ended December 31, 2001 and for
fiscal year ended December 31, 2000. In serving its primary function as outside
auditor for UTG, KEB performed the following audit services: examination of
annual consolidated financial statements; assistance and consultation on reports
filed with the Securities and Exchange Commission and; assistance and
consultation on separate financial reports filed with the State insurance
regulatory authorities pursuant to certain statutory requirements. Audit Fees
billed for these audit services in the year 2001 totaled $165,000, and audit
fees billed for quarterly reviewsparticipation of the
Company's financial statements totaled
$16,979. No other servicesmanagement, including the President and Chief Executive Officer (the
"CEO") and the Chief Financial Officer (the "CFO"), of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the CEO and CFO,
concluded that the Company's disclosure controls and procedures were performed by, and therefore no other fees were
billed by, KEB for serviceseffective
in alerting them on a timely basis to material information relating to the
Company required to be included in the current year.
UTG does not expect that a representativeCompany's periodic reports filed or
submitted under the Securities Exchange Act of KEB will be present at the Annual
Meeting of Shareholders of UTG. No accountants1934, as amended. There have been
selected for fiscal
year 2002 because UTG generally chooses accountants shortly beforeno significant changes in the commencementCompany's internal controls or in other factors
that could significantly affect internal controls subsequent to the date of the
annual audit work.evaluation.
PART IVITEM 14.15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of the report:
(1) Financial Statements: See Item 8, Index to Financial Statements
(2) Financial Statement Schedules
Schedule I - Summary of Investments - other than invested in related
parties.
Schedule II - Condensed financial information of registrant
Schedule IV - Reinsurance
Schedule V - Valuation and qualifying accounts
NOTE: Schedules other than those listed above are omitted because they
are not required or the information is disclosed in the financial
statements or footnotes.
(b) Reports on Form 8-K filed during fourth quarter.
UTG filed aThere were no reports on Form 8-K withfiled during the SEC on January 2, 2002. The topic listed
under Item 5. Other Events was the voluntary de-listing of the
Company's stock (symbol "UTGI") from quotation on the NASDAQ small cap
market with a report date of December 31, 2001.2002 fourth
quarter.
(c) Exhibits:
Index to Exhibits incorporated herein by this reference (See pages 7884
and 79)85).
INDEX TO EXHIBITS
Exhibit
Number
-------
2(a)
Articles of Merger of First Commonwealth Corporation, A Virginia
Corporation with and into United Trust Group, Inc., An Illinois
Corporation dated as of May 30, 2002, including exhibits thereto.
3(a) (1) Amended
Articles of Incorporation forof the Company dated November 20,
1987.Registrant and all amendments
thereto.
3(b) (1) Amended Articles of Incorporation for the Company dated December 6,
1991.
3(c) (1) Amended Articles of Incorporation for the Company dated March 30, 1993.
3(d) (1) Code of
By-Laws for the Company.Registrant and all amendments thereto.
4(a)
UTG's Agreement pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K
with respect to long-term debt instruments.
10(a)(2)
Coinsurance Agreement dated September 30, 1996 between Universal
Guaranty Life Insurance Company and First International Life Insurance
Company, including assumption reinsurance agreement exhibit and
amendments.
10(b)(1) Subcontract Agreement dated September 1, 1990 between United Trust,
Inc. and United Income, Inc.
10(c)(1) Service Agreement dated November 8, 1989 between United Security
Assurance Company and United Income, Inc.
10(d)(1)
Management and Consultant Agreement dated as of January 1, 1993
between First Commonwealth Corporation and Universal Guaranty Life
Insurance Company.
10(e)10(c) (1)
Management Agreement dated December 20, 1981 between Commonwealth
Industries Corporation, and Abraham Lincoln Insurance Company.
10(f)10(d) (1)
Reinsurance Agreement dated January 1, 1991 between Universal Guaranty
Life Insurance Company and Republic Vanguard Life Insurance Company.
10(g)10(e) (1)
Reinsurance Agreement dated July 1, 1992 between United Security
Assurance Company and Life Reassurance Corporation of America.
10(h)(3) Employment Agreement dated as of July 31, 1997 between Larry E. Ryherd
and First Commonwealth Corporation
10(i)(3) Employment Agreement dated as of July 31, 1997 between James E.
Melville and First Commonwealth Corporation
10(j)10(f) (1)
Agreement dated June 16, 1992 between John K. Cantrell and First
Commonwealth Corporation.
10(k)10(g) (1)
Stock Purchase Agreement dated February 20, 1992 between United Trust
Group, Inc. and Sellers.
10(l)10(h) (1)
Amendment No. One dated April 20, 1992 to the Stock Purchase Agreement
between the Sellers and United Trust Group, Inc.
INDEX TO EXHIBITS
Exhibit
Number
------
10(m)10(i) (1)
Security Agreement dated June 16, 1992 between United Trust Group,
Inc. and the Sellers.
10(n)10(j) (1)
Stock Purchase Agreement dated June 16, 1992 between United Trust
Group, Inc. and First Commonwealth Corporation
10(o)10(k) (3)
Universal note and security agreement dated November 15, 2001, between
United Trust Group, Inc. and First National Bank of the Cumberlands.
10(p)INDEX TO EXHIBITS
Exhibit
Number
10(l) (3)
Line of credit agreement dated November 15, 2001, between United Trust
Group, Inc. and First National Bank of the Cumberlands.
10(m)
United Trust Group, Inc. Employee and Director Stock Purchase Plan and
form of related Stock Restriction and Buy-Sell Agreement.
21(a)
List of Subsidiaries of the Registrant.
99(a)(4) (3)
Audit Committee CharterCharter.
99(b)
Certificate of Jesse T. Correll, Chief Executive Officer and Chairman
of the Board of UTG, as required pursuant to 18 U.S.C. Section 1350.
99(c)
Certificate of Theodore C. Miller, Chief Financial Officer, Senior
Vice President and Corporate Secretary of UTG, as required pursuant to
18 U.S.C. Section 1350.
Footnote:
(1) Incorporated by reference from the Company's Annual Report on Form
10-K, File No. 0-5392, as of December 31, 1993.
(2) Incorporated by reference from the Company's Annual Report on Form
10-K, File No. 0-5392, as of December 31, 1996.
(3) Incorporated by reference from the Company's Annual Report on Form
10-K, File No. 0-5392, as of December 31, 1997.
(4) Incorporated by reference from the Company's Annual Report on Form
10-K, File No. 0-5392, as of December 31, 2000.2001.
UNITED TRUST GROUP, INC.
SUMMARY OF INVESTMENTS - OTHER THAN
INVESTMENTS IN RELATED PARTIES
As of December 31, 20012002
Schedule I
Column A Column B Column C Column D
- ------------------------------------------------------------- ------------- ------------------------------------------------------------------- ---------------- ---------------- ----------------
Amount at
Which Shown
in Balance
Cost Value Sheet
------------- ------------- ---------------------------- ---------------- ----------------
Fixed maturities:
Bonds:
United States Government and
government agencies and authorities $ 6,904,7577,480,490 $ 7,183,9657,883,960 $ 6,904,7577,480,490
State, municipalities, and political
subdivisions 11,788,567 12,029,784 11,788,5678,195,248 8,593,706 8,195,248
Collateralized mortgage obligations 128,471 133,291 128,47160,820 65,116 60,820
Public utilities 22,219,127 23,008,044 22,219,12715,134,965 15,548,811 15,134,965
All other corporate bonds 33,964,473 35,370,326 33,964,473
------------- ------------- -------------27,456,140 28,425,472 27,456,140
--------------- ---------------- ----------------
Total fixed maturities 75,005,39558,327,663 $ 77,725,410 75,005,395
=============60,517,065 58,327,663
================
Investments held for sale:
Fixed maturities:
United States Government and
government agencies and authorities 35,240,38426,271,281 $ 36,182,839 36,182,83927,646,891 27,646,891
State, municipalities, and political
subdivisions 192,059 202,256 202,256193,619 212,015 212,015
Collateralized mortgage obligations 53,777,577 54,003,623 54,003,62365,603,941 66,820,749 66,820,749
Public utilities 0 0 0
All other corporate bonds 8,374,074 8,239,722 8,239,722
------------- ------------- -------------
97,584,09413,176,046 14,024,863 14,024,863
--------------- ---------------- ----------------
105,244,887 $ 98,628,440 98,628,440
=============108,704,518 108,704,518
================
Equity securities:
Banks, trusts and insurance companies 1,000,0002,171,494 $ 1,100,000 1,100,0001,209,756 1,209,756
All other corporate securities 2,937,812 2,752,716 2,752,716
------------- ------------- -------------
3,937,8121,951,393 3,674,114 3,674,114
--------------- ---------------- ----------------
4,122,887 $ 3,852,716 3,852,716
=============4,883,870 4,883,870
================
Mortgage loans on real estate 23,386,895 23,386,89523,804,827 23,804,827
Investment real estate 18,226,451 18,226,45117,503,812 17,503,812
Real estate acquired in satisfaction of debt 0 0
Policy loans 13,608,456 13,608,45613,346,504 13,346,504
Other long-term investments 0 0
Short-term investments 581,382 581,382
------------- -------------
377,676 377,676
--------------- ----------------
Total investments $ 232,330,485222,728,256 $ 233,289,735
============= =============226,948,870
=============== ================
UNITED TRUST GROUP, INC.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT Schedule II
NOTES TO CONDENSED FINANCIAL INFORMATION
(a) The condensed financial information should be read in conjunction with the
consolidated financial statements and notes of United Trust Group, Inc. and
Consolidated Subsidiaries.
UNITED TRUST GROUP, INC.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
PARENT ONLY BALANCE SHEETS
As of December 31, 2002 and 2001
and 2000Schedule II
2002 2001
2000
------------- ----------------------------- ---------------
ASSETS
Investment in affiliates $ 39,542,87753,983,728 $ 36,443,35339,542,877
Cash and cash equivalents 1,343,501 378,133 1,851,441
Notes receivable from affiliate 0 11,536,698 12,839,193
FIT recoverable 10,969 7,58310,969
Accrued interest income 0 64,331 20,837
Receivable from affiliates, net 23,264 133,963
Other assets 59,012 0
------------- -------------
---------------- ---------------
Total assets $ 55,420,474 $ 51,666,971
$ 51,162,407
============= ============================= ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes payable $ 4,400,6702,995,275 $ 1,817,169
Payable to affiliates, net 0 156,0004,400,670
Deferred income taxes 1,929,434 2,156,203 2,140,774
Other liabilities 2,172,898 336,484
334,031
------------- -------------
---------------- ---------------
Total liabilities 7,097,607 6,893,357
4,447,974
------------- ----------------------------- ---------------
Shareholders' equity:
Common stock, net of treasury shares 70,726 70,996 83,501
Additional paid-in capital, net of treasury 42,976,344 42,789,636 47,730,980
Accumulated other comprehensive
income of affiliates 2,771,941 908,744 335,287
Retained earnings (accumulated deficit) 2,503,856 1,004,238
(1,435,335)
------------- ----------------------------- ---------------
Total shareholders' equity 48,322,867 44,773,614
46,714,433
------------- ----------------------------- ---------------
Total liabilities and shareholders' equity $ 55,420,474 $ 51,666,971
$ 51,162,407
============= ============================= ===============
UNITED TRUST GROUP, INC.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
PARENT ONLY STATEMENTS OF OPERATIONS
Three Years Ended December 31, 20012002
Schedule II
2002 2001 2000
1999
------------- ------------- ---------------------------- ---------------- ----------------
Revenues:
Management fees from affiliates $ 06,510,753 $ 0 $ 528,6380
Other income from affiliates 0 858 4,381 43,148
Interest income from affiliates 324,467 987,886 1,242,990
1,099,013
Interest income 11,215 40,323 84,519
37,402
------------- ------------- -------------Other income 52,163 0 0
--------------- ---------------- ----------------
6,898,598 1,029,067 1,331,890 1,708,201
Expenses:
Management fee to affiliate 0 550,000 750,000
600,000
Interest expense 263,441 326,499 376,095
387,966
Interest expense to affiliates 0 0 31,325
Operating expenses 5,669,116 110,419 79,015
90,304
------------- ------------- ---------------------------- ---------------- ----------------
5,932,557 986,918 1,205,110
1,109,595
------------- ------------- ---------------------------- ---------------- ----------------
Operating income 966,041 42,149 126,780 598,606
Income tax expense (327,472) (12,043) (60,550) (192,247)
Equity in income of investees 0 0 53,555
Equity in income (loss) of subsidiaries 861,049 2,409,467 (762,656)
615,995
------------- ------------- ---------------------------- ---------------- ----------------
Net income (loss) $ 1,499,618 $ 2,439,573 $ (696,426)$ 1,075,909
============= ============= =============
=============== ================ ================
Basic income (loss) per share from continuing
operations and net income (loss) $ 0.43 $ 0.65 $ (0.17)$ 0.38
============= ============= =============
=============== ================ ================
Diluted income (loss) per share from continuing
operations and net income (loss) $ 0.37 $ 0.65 $ (0.17)$ 0.38
============= ============= =============
=============== ================ ================
Basic weighted average shares outstanding 3,505,424 3,733,432 4,056,439
2,839,703
============= ============= ============================ ================ ================
Diluted weighted average shares outstanding 4,005,424 3,733,432 4,056,439
2,839,934
============= ============= ============================ ================ ================
UNITED TRUST GROUP, INC.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
PARENT ONLY STATEMENTS OF CASH FLOWS
Three Years Ended December 31, 20012002
Schedule II
2002 2001 2000
1999
------------- ------------- ----------------------------- --------------- ----------------
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
Net income (loss) $ 1,499,618 $ 2,439,573 $ (696,426) $ 1,075,909
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Equity in (income) loss of subsidiaries (861,049) (2,409,467) 762,656 (615,995)
Equity in income of investees 0 0 (53,555)
Change in accrued interest income 64,331 (43,494) 20,625
12,886
Depreciation 0 0 5,102
7,266Change in FIT recoverable 22,817 0 0
Change in deferred income taxes 327,472 15,429 60,288 185,406
Change in indebtedness (to) from affiliates, net 674,524 (289,963) 8,690 166,422
Change in other assets and liabilities (226,075) (933) 32,966
(25,070)
------------- ------------- ----------------------------- --------------- ----------------
Net cash provided by (used in) operating activities 1,501,638 (288,855) 193,901
753,269
------------- ------------- ----------------------------- --------------- ----------------
Cash flows from investing activities:
Purchase of stock of affiliates 0 (7,800) (3,200) (50,325)
Sale of stock of affiliates 0 0 71,195
Issuance of notes receivable to affiliates 0 0 (610,000)
Payments received on notes receivable from affiliates 800,000 1,302,495 2,000,000
400,000
Payments received on mortgage loans 0 0 50,000
------------- ------------- ----------------------------- --------------- ----------------
Net cash provided by (used in) investing activities 800,000 1,294,695 1,996,800
(139,130)
------------- ------------- ----------------------------- --------------- ----------------
Cash flows from financing activities:
Purchase of treasury stock (520,253) (1,176,653) 0
(149,955)Issuance of common stock 706,691 0 0
Payments on notes payable (3,405,395) (1,302,495) (1,515,800)
(433,974)Proceeds from line of credit 2,000,000 0 0
Dividend received from subsidiary 1,400,000 0 0
Cash received in FCC merger 69,187 0 0
607,508
Cash received in liquidation of subsidiaryPayments made from FCC merger (1,586,500) 0 0
27,936
------------- ------------- ----------------------------- --------------- ----------------
Net cash provided by (used in)used in financing activities (1,336,270) (2,479,148) (1,515,800)
51,515
------------- ------------- ----------------------------- --------------- ----------------
Net increase (decrease) in cash and cash equivalents 965,368 (1,473,308) 674,901 665,654
Cash and cash equivalents at beginning of year 378,133 1,851,441 1,176,540
510,886
------------- ------------- ----------------------------- --------------- ----------------
Cash and cash equivalents at end of year $ 1,343,501 $ 378,133 $ 1,851,441
$ 1,176,540
============= ============= ============================= =============== ================
UNITED TRUST GROUP, INC.
REINSURANCE
As of December 31, 20012002 and the year ended December 31, 20012002
Schedule IV
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F
---------------------------- --------------- --------------- --------------- ------------ ------------- ------------- ----------
Percentage
Ceded to Assumed of amount
other from other assumed to
Gross amount companies companies Net amount net
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Life insurance
in force $ 2,440,716,000 $ 527,079,000 $ 1,553,748,000 $ 3,467,385,000 44.8%
=============== =============== =============== ===============
Premiums and policy fees:
Life insurance $ 18,454,030 $ 2,668,796 $ 73,979 $ 15,859,213 0.5%
Accident and health
insurance 130,905 31,826 22,135 121,214 18.3%
--------------- --------------- --------------- ---------------
$ 18,584,935 $ 2,700,622 $ 96,114 $ 15,980,427 0.6%
=============== =============== =============== ===============
UNITED TRUST GROUP, INC.
REINSURANCE
As of December 31, 2001 and the year ended December 31, 2001
Schedule IV
- ----------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F
---------------- ---------------- --------------- --------------- -------------
Percentage
Ceded to Assumed of amount
other from other assumed to
Gross amount companies companies Net amount net
- ----------------------------------------------------------------------------------------------------------------------------
Life insurance
in force $ 2,630,460,130 $ 653,610,000 $ 1,632,820,870 $ 3,609,671,000 45.2%
============= ============ ============= ============================= ================ =============== ===============
Premiums and policy fees:
Life insurance $ 20,150,537 $ 3,135,311 $ 109,457 $ 17,124,683 0.6%
Accident and health
insurance 170,923150,591 36,787 020,332 134,136 0.0%
------------ ------------ ------------- ------------15.2%
---------------- ---------------- --------------- ---------------
$ 20,321,46020,301,128 $ 3,172,098 $ 109,457129,789 $ 17,258,819 0.6%
============= ============ ============= ============0.8%
================ ================ =============== ===============
UNITED TRUST GROUP, INC.
REINSURANCE
As of December 31, 2000 and the year ended December 31, 2000Schedule IV
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F
--------------- ---------------- --------------- --------------- ------------- ------------ ------------- ------------- ----------
Percentage
Ceded to Assumed of amount
other from other assumed to
Gross amount companies companies Net amount net
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Life insurance
in force $ 2,878,693,447 $ 734,621,000 $ 1,020,170,553 $ 3,164,243,000 32.2%
============= ============ ============= ============================= ================ =============== ===============
Premiums and policy fees:
Life insurance $ 22,789,885 $ 3,518,015 $ 76,069 $ 19,347,939 0.4%
Accident and health
insurance 179,904171,131 38,157 08,773 141,747 0.0%
------------- ------------ ------------- -------------6.2%
---------------- ---------------- --------------- ---------------
$ 22,969,78922,961,016 $ 3,556,172 $ 76,06984,842 $ 19,489,686 0.4%
============= ============ ============= =============
UNITED TRUST GROUP, INC.
REINSURANCE
As of December 31, 1999 and the year ended December 31, 1999Schedule IV
- --------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F
------------- ------------ ------------- ------------- ----------
Percentage
Ceded to Assumed of amount
other from other assumed to
Gross amount companies companies Net amount net
- --------------------------------------------------------------------------------------------------
Life insurance
in force $ 3,142,274,477 $ 831,024,000 $ 1,008,903,523 $ 3,320,154,000 30.4%
============ ============ ============= =============
Premiums and policy fees:
Life insurance $ 25,345,843 $ 3,929,888 $ 20,324 $ 21,436,279 0.1%
Accident and health
insurance 193,541 48,677 0 144,864 0.0%
------------ ------------ ------------- ------------
$ 25,539,384 $ 3,978,565 $ 20,324 $ 21,581,143 0.1%
============ ============ ============= ============================ ================ =============== ===============
UNITED TRUST GROUP, INC.
VALUATION AND QUALIFYING ACCOUNTS
As of and for the years ended December 31, 2002, 2001, and 2000
and 1999Schedule VBalance at Additions
Beginning Charges Balances at
Description Of Period and Expenses Deductions End of Period
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
December 31, 2002
Allowance for doubtful accounts -
mortgage loans $ 120,000 $ 0 $ 0 $ 120,000
December 31, 2001
.
Allowance for doubtful accounts -
mortgage loans $ 240,000 $ 30,000 $ 150,000 $ 120,000 $
December 31, 2000
Allowance for doubtful accounts -
mortgage loans $ 70,000 $ 170,000 $ 0 $ 240,000 $
December 31, 1999
Allowance for doubtful accounts -
mortgage loans $ 70,000 $ 0 $ 0 $ 70,000 $
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
UNITED TRUST GROUP, INC.
(Registrant)
/s/ John S. Albin March 26, 200220, 2003
John S. Albin, Director
/s/ Randall L. Attkisson March 26, 200220, 2003
Randall L. Attkisson, President, Chief
Operating Officer and Director
/s/ John W. Collins March 26, 2002
John W. Collins, Director
/s/ Jesse T. Correll March 26, 200220, 2003
Jesse T. Correll, Chairman of the Board,
Chief Executive Officer and Director
/s/ Ward F. Correll March 26, 200220, 2003
Ward F. Correll, Director
/s/ Thomas F. Darden March 26, 200220, 2003
Thomas F. Darden, Director
/s/ Luther C. MillerWilliam W. Perry March 26, 2002
Luther C. Miller,20, 2003
William W. Perry, Director
/s/ Millard V. OakleyJames P. Rousey March 26, 2002
Millard V. Oakley, Director
/s/ Robert V. O'Keefe March 26, 2002
Robert V. O'Keefe, Director
/s/ William W. Perry March 26, 2002
William W. Perry,20, 2003
James P. Rousey, Chief Administrative
Officer and Director
/s/ Robert W. Teater March 26, 200220, 2003
Robert W. Teater, Director
/s/ Theodore C. Miller March 26, 200220, 2003
Theodore C. Miller, Corporate Secretary
and Chief Financial Officer
CERTIFICATIONS
I, Jesse T. Correll, Chairman of the Board and Chief Executive Officer of United
Trust Group, Inc., certify that:
1. I have reviewed this annual report on Form 10-K of the registrant,
United Trust Group, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 20, 2003 By /s/ Jesse T. Correll
Chairman of the Board and
Chief Executive Officer
CERTIFICATIONS
I, Theodore C. Miller, Senior Vice President, Corporate Secretary and Chief
Financial Officer of United Trust Group, Inc., certify that:
1. I have reviewed this annual report on Form 10-K of the registrant,
United Trust Group, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 20, 2003 By /s/ Theodore C. Miller
Senior Vice President, Corporate Secretary and
Chief Financial Officer