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Share Name | Share Symbol | Market | Type |
---|---|---|---|
UTG Inc (PK) | USOTC:UTGN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 30.01 | 30.00 | 31.00 | 0.00 | 13:32:21 |
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2022 |
|
or |
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________ to ______________ |
UTG, INC. |
||
(Exact name of registrant as specified in its charter) |
||
Delaware |
20-2907892 |
|
(State or other jurisdiction of |
(I.R.S. Employer |
|
incorporation or organization) |
Identification No.) |
205 North Depot Street, Stanford, KY |
40484 |
|
(Address of principal executive offices) |
(Zip code) |
|
Securities registered pursuant to Section 12(b) of the Act: |
|
Title of each class |
Name of each exchange on which registered |
None |
None |
PART I |
4 |
Item 1. Business |
4 |
Item 1A. Risk Factors |
8 |
Item 1B. Unresolved Staff Comment |
8 |
Item 2. Properties |
9 |
Item 3. Legal Proceedings |
9 |
Item 4. Mine Safety Disclosures |
9 |
PART II |
9 |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
9 |
Item 6. Reserved |
10 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
10 |
Item 7A. Quantitative and Qualitative Disclosures About Market Risk |
20 |
Item 8. Financial Statements and Supplementary Data |
20 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures |
49 |
Item 9A. Controls and Procedures |
49 |
Item 9B. Other Information |
50 |
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
50 |
PART III |
50 |
Item 10. Directors, Executive Officers and Corporate Governance |
54 |
Item 11. Executive Compensation |
55 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
57 |
Item 13. Certain Relationships and Related Transactions, and Director Independence |
58 |
Item 14. Principal Accountant Fees and Services |
59 |
PART IV |
59 |
Item 15. Exhibit and Financial Statement Schedules |
59 |
Item 16. Form 10-K Summary |
61 |
2022 |
2021 |
|||||||
Period |
High |
Low |
High |
Low |
||||
First quarter |
30.00 |
27.10 |
34.00 |
26.00 |
||||
Second quarter |
29.00 |
23.00 |
28.00 |
24.56 |
||||
Third quarter |
33.28 |
23.60 |
34.00 |
26.01 |
||||
Fourth quarter |
33.28 |
25.06 |
30.00 |
27.00 |
Total Number of Shares Purchased |
Average Price Paid Per Share |
Total Number of Shares Purchased as Part of Publicly Announced Program |
Maximum Number of Shares That May Yet Be Purchased Under the Program |
Approximate Dollar Value That May Yet Be Purchased Under the Program |
|||||
Oct. 1 through Oct. 31, 2022 |
964 |
$ |
33.28 |
964 |
N/A |
$ |
2,739,059 |
||
Nov. 1 through Nov. 30, 2022 |
1,347 |
$ |
28.24 |
1,347 |
N/A |
$ |
2,701,014 |
||
Dec. 1 through Dec. 31, 2022 |
376 |
$ |
27.79 |
376 |
N/A |
$ |
2,690,563 |
||
Total |
2,687 |
2,687 |
2022 |
2021 |
|||
Net investment income |
$ |
20,811,471 |
$ |
9,050,325 |
Net realized investment gains |
14,168,911 |
6,021,653 |
||
Change in fair value of equity securities |
33,690,712 |
14,121,883 |
2022 |
2021 |
|||
Fixed maturities |
$ |
4,153,453 |
$ |
4,566,293 |
Equity securities |
2,539,579 |
1,274,147 |
||
Trading securities |
(13,283) |
22,568 |
||
Mortgage loans |
1,580,647 |
706,883 |
||
Real estate |
15,424,260 |
3,241,689 |
||
Notes receivable |
933,886 |
1,558,406 |
||
Policy loans |
489,823 |
606,347 |
||
Cash and cash equivalents |
203,250 |
2,567 |
||
Short-term investments |
5,056 |
0 |
||
Total consolidated investment income |
25,316,671 |
11,978,900 |
||
Investment expenses |
(4,505,200) |
(2,928,575) |
||
Consolidated net investment income |
$ |
20,811,471 |
$ |
9,050,325 |
2022 |
2021 |
|||
Fixed maturities available for sale |
$ |
(528) |
$ |
55,867 |
Equity securities |
8,877,148 |
3,087,978 |
||
Real estate |
5,292,291 |
2,877,808 |
||
Fixed maturities available for sale – OTTI |
0 |
(393,455) |
||
Equity securities - OTTI |
(5,000,000) |
0 |
||
Consolidated net realized investment gains |
9,168,911 |
5,628,198 |
||
Change in fair value of equity securities - held |
19,212,045 |
12,584,561 |
||
Change in fair value of equity securities - sold |
14,478,667 |
1,537,322 |
||
Total change in fair value of equity securities |
33,690,712 |
14,121,883 |
||
Net investment gains |
$ |
42,859,623 |
$ |
19,750,081 |
2022 |
As a % of Total Investments |
As a % of Total Assets |
|||||
Fixed maturities |
$ |
108,313,059 |
30% |
24% |
|||
Equity securities, at fair value |
150,053,686 |
41% |
33% |
||||
Equity securities, at cost |
15,683,343 |
4% |
4% |
||||
Mortgage loans |
30,698,694 |
8% |
7% |
||||
Real estate |
34,934,352 |
10% |
8% |
||||
Notes receivable |
14,424,127 |
4% |
3% |
||||
Policy loans |
6,567,434 |
2% |
1% |
||||
Short-term investments |
3,596,941 |
1% |
1% |
||||
Total investments |
$ |
364,271,636 |
100% |
81% |
2021 |
As a % of Total Investments |
As a % of Total Assets |
|||||
Fixed maturities |
$ |
140,963,881 |
38% |
32% |
|||
Equity securities, at fair value |
122,229,121 |
33% |
28% |
||||
Equity securities, at cost |
14,543,343 |
4% |
3% |
||||
Trading securities |
(1,116) |
0% |
0% |
||||
Mortgage loans |
29,183,562 |
8% |
7% |
||||
Real estate |
39,748,261 |
10% |
9% |
||||
Notes receivable |
17,722,976 |
5% |
4% |
||||
Policy loans |
7,390,497 |
2% |
2% |
||||
Total investments |
$ |
371,780,525 |
100% |
85% |
Page No. |
|
UTG, Inc. and Consolidated Subsidiaries |
|
Report of Independent Registered Public Accounting Firm (PCAOB ID # ) |
19 |
Consolidated Balance Sheets |
23 |
Consolidated Statements of Operations |
24 |
Consolidated Statements of Comprehensive Income |
25 |
Consolidated Statements of Shareholders’ Equity |
26 |
Consolidated Statements of Cash Flows |
27 |
Notes to Consolidated Financial Statements |
28 |
• |
We obtained an understanding and evaluated the design of controls, including those related to the performance of experience studies and the setting of best estimate assumptions. |
• |
Procedures also included, among others, testing the completeness and accuracy of data provided by management and the involvement of professionals with specialized skill and knowledge to assist in evaluating the appropriateness of management's actuarial techniques and evaluating the reasonableness of assumptions used in those techniques. |
• |
Engaging an independent actuarial specialist to evaluate whether the methodologies and assumptions used by management in developing the liabilities were appropriate and reasonable. |
• |
We obtained an understanding and evaluated the appropriateness of the Company's pricing sources. |
• |
We tested the completeness, accuracy, reliability, and relevance of key data used in the models. |
• |
We assessed the consistency by which management has applied significant unobservable valuation assumptions. |
• |
For a selection of securities, we compared the accuracy of the Company's estimated fair value price to a price independently developed by the audit team. |
ASSETS |
||||||||
2022 |
2021 |
|||||||
Investments: |
||||||||
Investments available for sale: |
||||||||
Fixed maturities, at fair value (amortized cost $117,279,820 and $127,949,963) |
$ |
108,313,059 |
$ |
140,963,881 |
||||
Equity securities, at fair value (cost $77,015,688 and $68,403,168) |
150,053,686 |
122,229,121 |
||||||
Equity securities, at cost |
15,683,343 |
14,543,343 |
||||||
Mortgage loans on real estate at amortized cost |
30,698,694 |
29,183,562 |
||||||
Investment real estate, net |
34,934,352 |
39,748,261 |
||||||
Notes receivable |
14,424,127 |
17,722,976 |
||||||
Policy loans |
6,567,434 |
7,390,497 |
||||||
Short-term investments |
3,596,941 |
0 |
||||||
Total investments |
364,271,636 |
371,781,641 |
||||||
Cash and cash equivalents |
45,290,385 |
30,787,278 |
||||||
Accrued investment income |
1,371,677 |
1,264,159 |
||||||
Reinsurance receivables: |
||||||||
Future policy benefits |
24,318,030 |
24,740,562 |
||||||
Policy claims and other benefits |
4,638,857 |
4,426,997 |
||||||
Cost of insurance acquired |
2,698,153 |
3,386,501 |
||||||
Income taxes receivable |
0 |
975,373 |
||||||
Other assets |
4,945,627 |
1,097,246 |
||||||
Total assets |
$ |
447,534,365 |
$ |
438,459,757 |
||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
||||||||
Policy liabilities and accruals: |
||||||||
Future policy benefits |
$ |
229,582,664 |
$ |
235,367,680 |
||||
Policy claims and benefits payable |
4,072,879 |
3,941,305 |
||||||
Other policyholder funds |
318,096 |
345,248 |
||||||
Dividend and endowment accumulations |
14,802,746 |
14,686,166 |
||||||
Income taxes payable |
4,189,081 |
0 |
||||||
Deferred income taxes |
11,582,138 |
13,680,396 |
||||||
Notes payable |
19,000,000 |
24,000,000 |
||||||
Trading securities, at fair value (proceeds $0 and $2,202) |
0 |
1,116 |
||||||
Other liabilities |
5,958,385 |
5,193,039 |
||||||
Total liabilities |
289,505,989 |
297,214,950 |
||||||
Shareholders' equity: |
||||||||
Common stock - no par value, stated value $0.001 per share. Authorized 7,000,000 shares - 3,164,809 and 3,166,669 shares issued and outstanding |
||||||||
3,166 |
3,167 |
|||||||
Additional paid-in capital |
32,693,972 |
32,780,587 |
||||||
Retained earnings |
131,989,352 |
97,731,347 |
||||||
Accumulated other comprehensive income (loss) |
(7,111,586 |
) |
10,253,151 |
|||||
Total UTG shareholders' equity |
157,574,904 |
140,768,252 |
||||||
Noncontrolling interest |
453,472 |
476,555 |
||||||
Total shareholders' equity |
158,028,376 |
141,244,807 |
||||||
Total liabilities and shareholders' equity |
$ |
447,534,365 |
$ |
438,459,757 |
2022 |
2021 |
|||||||
Revenue: |
||||||||
Premiums and policy fees |
$ |
8,384,604 |
$ |
9,080,039 |
||||
Ceded reinsurance premiums and policy fees |
(2,697,382 |
) |
(2,680,050 |
) |
||||
Net investment income |
20,811,471 |
9,050,325 |
||||||
Other income |
350,519 |
412,982 |
||||||
Revenues before net investment gains (losses) |
26,849,212 |
15,863,296 |
||||||
Net investment gains (losses): |
||||||||
Other-than-temporary impairments |
(5,000,000 |
) |
(393,455 |
) |
||||
Other realized investment gains, net |
14,168,911 |
6,021,653 |
||||||
Change in fair value of equity securities |
33,690,712 |
14,121,883 |
||||||
Total net investment gains |
42,859,623 |
19,750,081 |
||||||
Total revenues |
69,708,835 |
35,613,377 |
||||||
Benefits and other expenses: |
||||||||
Benefits, claims and settlement expenses: |
||||||||
Life |
15,703,526 |
17,137,166 |
||||||
Ceded reinsurance benefits and claims |
(2,449,533 |
) |
(2,380,366 |
) |
||||
Annuity |
1,029,156 |
993,937 |
||||||
Dividends to policyholders |
311,400 |
324,543 |
||||||
Commissions |
(116,571 |
) |
(121,287 |
) |
||||
Amortization of cost of insurance acquired |
688,348 |
714,970 |
||||||
Operating expenses |
10,497,302 |
7,115,530 |
||||||
Interest expense |
108,722 |
4,051 |
||||||
Total benefits and other expenses |
25,772,350 |
23,788,544 |
||||||
Income before income taxes |
43,936,485 |
11,824,833 |
||||||
Income tax expense |
9,572,139 |
2,069,673 |
||||||
Net income |
34,364,346 |
9,755,160 |
||||||
Net income attributable to noncontrolling interest |
(106,341 |
) |
(92,097 |
) |
||||
Net income attributable to common shareholders |
$ |
34,258,005 |
$ |
9,663,063 |
||||
Amounts attributable to common shareholders: |
||||||||
Basic income per share |
$ |
10.81 |
$ |
3.05 |
||||
Diluted income per share |
$ |
10.81 |
$ |
3.05 |
||||
Basic weighted average shares outstanding |
3,167,719 |
3,171,919 |
||||||
Diluted weighted average shares outstanding |
3,167,719 |
3,171,919 |
2022 |
2021 |
|||||||
Net income |
$ |
34,364,346 |
$ |
9,755,160 |
||||
Other comprehensive income (loss): |
||||||||
Unrealized holding gains (losses) arising during period, pre-tax |
(27,824,173 |
) |
(7,085,803 |
) |
||||
Tax (expense) benefit on unrealized holding gains (losses) arising during the period |
5,843,076 |
1,488,019 |
||||||
Unrealized holding gains (losses) arising during period, net of tax |
(21,981,097 |
) |
(5,597,784 |
) |
||||
Less reclassification adjustment for (gains) losses included in net income |
528 |
337,587 |
||||||
Tax expense (benefit) for (gains) losses included in net income |
(111 |
) |
(70,893 |
) |
||||
Reclassification adjustment for (gains) losses included in net income, net of tax |
417 |
266,694 |
||||||
Subtotal: Other comprehensive income (loss), net of tax |
(21,980,680 |
) |
(5,331,090 |
) |
||||
Comprehensive income |
12,383,666 |
4,424,070 |
||||||
Less comprehensive income attributable to noncontrolling interests |
(106,341 |
) |
(92,097 |
) |
||||
Comprehensive income attributable to UTG, Inc. |
$ |
12,277,325 |
$ |
4,331,973 |
Year ended December 31, 2022 |
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Noncontrolling Interest |
Total Shareholders' Equity |
||||||||||||||||||
Balance at January 1, 2022 |
$ |
3,167 |
32,780,587 |
97,731,347 |
10,253,151 |
476,555 |
141,244,807 |
|||||||||||||||||
Common stock issued during year |
23 |
599,169 |
0 |
0 |
0 |
599,192 |
||||||||||||||||||
Treasury shares acquired and retired |
(24 |
) |
(685,784 |
) |
0 |
0 |
0 |
(685,808 |
) |
|||||||||||||||
Net income attributable to common shareholders |
0 |
0 |
34,258,005 |
0 |
0 |
34,258,005 |
||||||||||||||||||
Unrealized holding gain (loss) on securities net of noncontrolling interest and reclassification adjustment and taxes |
0 |
0 |
0 |
(17,364,737 |
) |
0 |
(17,364,737 |
) |
||||||||||||||||
Distributions |
0 |
0 |
0 |
0 |
(128,824 |
) |
(128,824 |
) |
||||||||||||||||
Gain attributable to noncontrolling interest |
0 |
0 |
0 |
0 |
105,741 |
105,741 |
||||||||||||||||||
Balance at December 31, 2022 |
$ |
3,166 |
32,693,972 |
131,989,352 |
(7,111,586 |
) |
453,472 |
158,028,376 |
Year ended December 31, 2021 |
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Noncontrolling Interest |
Total Shareholders' Equity |
||||||||||||||||||
Balance at December 31, 2020 |
$ |
3,176 |
33,025,018 |
88,068,284 |
15,584,241 |
460,772 |
137,141,491 |
|||||||||||||||||
Common stock issued during year |
10 |
292,929 |
0 |
0 |
0 |
292,939 |
||||||||||||||||||
Treasury shares acquired and retired |
(19 |
) |
(537,360 |
) |
0 |
0 |
0 |
(537,379 |
) |
|||||||||||||||
Net income attributable to common shareholders |
0 |
0 |
9,663,063 |
0 |
0 |
9,663,063 |
||||||||||||||||||
Unrealized holding gain (loss) on securities net of noncontrolling interest and reclassification adjustment and taxes |
0 |
0 |
0 |
(5,331,090 |
) |
0 |
(5,331,090 |
) |
||||||||||||||||
Distributions |
0 |
0 |
0 |
0 |
(76,314 |
) |
(76,314 |
) |
||||||||||||||||
Gain attributable to noncontrolling interest |
0 |
0 |
0 |
0 |
92,097 |
92,097 |
||||||||||||||||||
Balance at December 31, 2021 |
$ |
3,167 |
32,780,587 |
97,731,347 |
10,253,151 |
476,555 |
141,244,807 |
2022 |
2021 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ |
34,364,346 |
$ |
9,755,160 |
||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Amortization (accretion) of investments |
138,587 |
210,665 |
||||||
Other-than-temporary impairments |
5,000,000 |
393,455 |
||||||
Realized investment gains, net |
(14,168,911 |
) |
(6,021,653 |
) |
||||
Change in fair value of equity securities |
(33,690,712 |
) |
(14,121,883 |
) |
||||
Unrealized trading (gains) losses included in income |
1,086 |
(2,059 |
) |
|||||
Realized trading (gains) losses included in income |
12,197 |
(20,509 |
) |
|||||
Amortization of cost of insurance acquired |
688,348 |
714,970 |
||||||
Depreciation and depletion |
2,032,627 |
2,757,522 |
||||||
Stock-based compensation |
599,192 |
287,934 |
||||||
Charges for mortality and administration of universal life and annuity products |
(5,943,417 |
) |
(6,325,818 |
) |
||||
Interest credited to account balances |
3,767,177 |
3,896,162 |
||||||
Change in accrued investment income |
(107,518 |
) |
77,484 |
|||||
Change in reinsurance receivables |
210,672 |
88,449 |
||||||
Change in policy liabilities and accruals |
(2,836,498 |
) |
(5,470,342 |
) |
||||
Change in income taxes receivable (payable) |
5,164,454 |
(1,243,870 |
) |
|||||
Change in other assets and liabilities, net |
(565,949 |
) |
2,570,898 |
|||||
Net cash used in operating activities |
(5,334,319 |
) |
(12,453,435 |
) |
||||
Cash flows from investing activities: |
||||||||
Proceeds from investments sold and matured: |
||||||||
Fixed maturities available for sale |
13,128,136 |
21,581,106 |
||||||
Equity securities |
36,126,454 |
5,892,777 |
||||||
Trading securities |
17,983 |
41,708 |
||||||
Mortgage loans |
3,655,779 |
12,270,055 |
||||||
Real estate |
12,659,854 |
8,370,848 |
||||||
Notes receivable |
12,329,505 |
8,639,320 |
||||||
Policy loans |
1,752,613 |
2,503,273 |
||||||
Total proceeds from investments sold and matured |
79,670,324 |
59,299,087 |
||||||
Cost of investments acquired: |
||||||||
Fixed maturities available for sale |
(2,614,165 |
) |
(4,078,459 |
) |
||||
Equity securities |
(27,523,161 |
) |
(32,991,005 |
) |
||||
Trading securities |
(32,382 |
) |
(30,243 |
) |
||||
Mortgage loans |
(5,158,911 |
) |
(20,634,252 |
) |
||||
Real estate |
(4,586,280 |
) |
(10,960,910 |
) |
||||
Notes receivable |
(9,030,657 |
) |
(8,680,000 |
) |
||||
Policy loans |
(929,549 |
) |
(1,303,246 |
) |
||||
Short-term investments |
(3,591,885 |
) |
0 |
|||||
Total cost of investments acquired |
(53,466,990 |
) |
(78,678,115 |
) |
||||
Sale of property and equipment |
0 |
1,324,647 |
||||||
Net cash provided by (used in) investing activities |
26,203,334 |
(18,054,381 |
) |
|||||
Cash flows from financing activities: |
||||||||
Policyholder contract deposits |
4,555,115 |
4,466,422 |
||||||
Policyholder contract withdrawals |
(5,106,391 |
) |
(5,588,394 |
) |
||||
Proceeds from notes payable/line of credit |
58,500,000 |
24,000,000 |
||||||
Payments of principal on notes payable/line of credit |
(63,500,000 |
) |
0 |
|||||
Purchase of treasury stock |
(685,808 |
) |
(537,379 |
) |
||||
Issuance of stock |
0 |
5,005 |
||||||
Noncontrolling contributions/(distributions) of consolidated subsidiary |
(128,824 |
) |
(76,314 |
) |
||||
Net cash provided by (used in) financing activities |
(6,365,908 |
) |
22,269,340 |
|||||
Net increase (decrease) in cash and cash equivalents |
14,503,107 |
(8,238,476 |
) |
|||||
Cash and cash equivalents at beginning of year |
30,787,278 |
39,025,754 |
||||||
Cash and cash equivalents at end of year |
$ |
45,290,385 |
$ |
30,787,278 |
2022 |
Original or Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
||||||||||||
Investments available for sale: |
||||||||||||||||
Fixed maturities |
||||||||||||||||
U.S. Government and govt. agencies and authorities |
$ |
18,315,321 |
$ |
0 |
$ |
(1,104,146 |
) |
$ |
17,211,175 |
|||||||
U.S. special revenue and assessments |
7,535,018 |
0 |
(335,918 |
) |
7,199,100 |
|||||||||||
All other corporate bonds |
91,429,481 |
65,529 |
(7,592,226 |
) |
83,902,784 |
|||||||||||
Total |
$ |
117,279,820 |
$ |
65,529 |
$ |
(9,032,290 |
) |
$ |
108,313,059 |
2021 |
Original or Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
||||||||||||
Investments available for sale: |
||||||||||||||||
Fixed maturities |
||||||||||||||||
U.S. Government and govt. agencies and authorities |
$ |
25,312,358 |
$ |
355,623 |
$ |
(17,078 |
) |
$ |
25,650,903 |
|||||||
U.S. special revenue and assessments |
7,540,867 |
982,668 |
0 |
8,523,535 |
||||||||||||
All other corporate bonds |
95,096,738 |
11,692,705 |
0 |
106,789,443 |
||||||||||||
Total |
$ |
127,949,963 |
$ |
13,030,996 |
$ |
(17,078 |
) |
$ |
140,963,881 |
Fixed Maturities Available for Sale December 31, 2022 |
Amortized Cost |
Estimated Fair Value |
||||
Due in one year or less |
$ |
7,501,489 |
$ |
7,393,130 |
||
Due after one year through five years |
45,914,985 |
43,837,255 |
||||
Due after five years through ten years |
14,876,371 |
14,341,653 |
||||
Due after ten years |
22,013,592 |
19,389,980 |
||||
Fixed maturities with no single maturity date |
26,973,383 |
23,351,041 |
||||
Total |
$ |
117,279,820 |
$ |
108,313,059 |
2022 |
Less than 12 months |
12 months or longer |
Total |
||||||||||||
Fair value |
Unrealized losses |
Fair value |
Unrealized losses |
Fair value |
Unrealized losses |
||||||||||
U.S. Government and govt. agencies and authorities |
$ |
17,211,175 |
(1,104,146) |
$ |
0 |
0 |
$ |
17,211,175 |
(1,104,146) |
||||||
U.S. special revenue and assessments |
7,199,100 |
(335,918) |
0 |
0 |
7,199,100 |
(335,918) |
|||||||||
All other corporate bonds |
80,144,564 |
(7,592,226) |
0 |
0 |
80,144,564 |
(7,592,226) |
|||||||||
Total fixed maturities |
$ |
104,554,839 |
(9,032,290) |
$ |
0 |
0 |
$ |
104,554,839 |
(9,032,290) |
2021 |
Less than 12 months |
12 months or longer |
Total |
||||||||||||
Fair value |
Unrealized losses |
Fair value |
Unrealized losses |
Fair value |
Unrealized losses |
||||||||||
U.S. Government and govt. agencies and authorities |
$ |
4,042,825 |
(17,078) |
$ |
0 |
0 |
$ |
4,042,825 |
(17,078) |
||||||
Total fixed maturities |
$ |
4,042,825 |
(17,078) |
$ |
0 |
0 |
$ |
4,042,825 |
(17,078) |
Less than 12 months |
12 months or longer |
Total |
|||
As of December 31, 2022 |
|||||
Fixed maturities |
57 |
0 |
57 |
||
As of December 31, 2021 |
|||||
Fixed maturities |
3 |
0 |
3 |
2022 |
2021 |
|||||||
Net unrealized gains (losses) |
$ |
(1,086 |
) |
$ |
2,059 |
|||
Net realized gains (losses) |
(12,197 |
) |
20,509 |
|||||
Net unrealized and realized gains (losses) |
$ |
(13,283 |
) |
$ |
22,568 |
2022 |
2021 |
||||||
Maximum rate |
Minimum rate |
Maximum rate |
Minimum rate |
||||
Farm loans |
5.00 % |
4.50 % |
6.00 % |
4.50 % |
|||
Commercial loans |
7.00 % |
4.00 % |
5.50 % |
4.10 % |
|||
Residential loans |
5.00 % |
4.15 % |
5.00 % |
4.15 % |
2022 |
2021 |
|||||||
In good standing |
$ |
30,698,694 |
$ |
27,102,789 |
||||
Overdue interest over 90 days |
0 |
2,080,773 |
||||||
Total mortgage loans |
$ |
30,698,694 |
$ |
29,183,562 |
||||
Total foreclosed loans during the year |
$ |
0 |
$ |
0 |
2022 |
2021 |
|||||||
Raw land |
$ |
11,634,472 |
$ |
14,538,507 |
||||
Commercial |
5,124,847 |
4,347,423 |
||||||
Residential |
3,402,502 |
3,813,936 |
||||||
Land, minerals and royalty interests |
14,772,531 |
17,048,395 |
||||||
Total investment real estate |
$ |
34,934,352 |
$ |
39,748,261 |
2022 |
2021 |
|||||||
Fixed maturities |
$ |
4,153,453 |
$ |
4,566,293 |
||||
Equity securities |
2,539,579 |
1,274,147 |
||||||
Trading securities |
(13,283 |
) |
22,568 |
|||||
Mortgage loans |
1,580,647 |
706,883 |
||||||
Real estate |
15,424,260 |
3,241,689 |
||||||
Notes receivable |
933,886 |
1,558,406 |
||||||
Policy loans |
489,823 |
606,347 |
||||||
Cash and cash equivalents |
203,250 |
2,567 |
||||||
Short-term investments |
5,056 |
0 |
||||||
Total consolidated investment income |
25,316,671 |
11,978,900 |
||||||
Investment expenses |
(4,505,200 |
) |
(2,928,575 |
) |
||||
Consolidated net investment income |
$ |
20,811,471 |
$ |
9,050,325 |
2022 |
2021 |
|||||
Realized gains: |
||||||
Sales of fixed maturities |
$ |
4,683 |
$ |
55,867 |
||
Sales of equity securities |
8,986,784 |
3,142,720 |
||||
Sales of real estate |
5,326,838 |
2,877,808 |
||||
Total realized gains |
14,318,305 |
6,076,395 |
||||
Realized losses: |
||||||
Sales of fixed maturities |
(5,211) |
0 |
||||
Sales of equity securities |
(109,636) |
(54,742) |
||||
Sales of real estate |
(34,547) |
0 |
||||
Other-than-temporary impairments |
(5,000,000) |
(393,455) |
||||
Total realized losses |
(5,149,394) |
(448,197) |
||||
Net realized investment gains (losses) |
9,168,911 |
5,628,198 |
||||
Change in fair value of equity securities: |
||||||
Change in fair value of equity securities held at the end of the period |
33,690,712 |
14,121,883 |
||||
Change in fair value of equity securities |
33,690,712 |
14,121,883 |
||||
Net investment gains (losses) |
$ |
42,859,623 |
$ |
19,750,081 |
||
Change in net unrealized gains (losses) on available-for-sale investments included in other comprehensive income: |
||||||
Fixed maturities |
$ |
(27,824,173) |
$ |
(7,085,803) |
||
Net increase (decrease) |
$ |
(27,824,173) |
$ |
(7,085,803) |
2022 |
2021 |
||||
Other than temporary impairments: |
|||||
Fixed maturities |
$ |
0 |
$ |
393,455 |
|
Equity securities, at cost |
5,000,000 |
0 |
|||
Total other than temporary impairments |
$ |
5,000,000 |
$ |
393,455 |
2022 |
Level 1 |
Level 2 |
Level 3 |
Net Asset Value |
Total |
|||||||||||||||
Financial assets: |
||||||||||||||||||||
Fixed maturities available for sale: |
||||||||||||||||||||
U.S. Government and government agencies and authorities |
$ |
17,211,175 |
$ |
0 |
$ |
0 |
$ |
0 |
$ |
17,211,175 |
||||||||||
U.S. special revenue and assessments |
0 |
7,199,100 |
0 |
0 |
7,199,100 |
|||||||||||||||
Corporate securities |
0 |
83,902,784 |
0 |
0 |
83,902,784 |
|||||||||||||||
Total fixed maturities |
17,211,175 |
91,101,884 |
0 |
0 |
108,313,059 |
|||||||||||||||
Equity securities: |
||||||||||||||||||||
Common stocks |
45,999,477 |
6,651,800 |
6,720,643 |
89,434,766 |
148,806,686 |
|||||||||||||||
Preferred stocks |
0 |
0 |
1,247,000 |
0 |
1,247,000 |
|||||||||||||||
Total equity securities |
45,999,477 |
6,651,800 |
7,967,643 |
89,434,766 |
150,053,686 |
|||||||||||||||
Total financial assets |
$ |
63,210,652 |
$ |
97,753,684 |
$ |
7,967,643 |
$ |
89,434,766 |
$ |
258,366,745 |
||||||||||
Liabilities |
||||||||||||||||||||
Trading Securities |
$ |
0 |
$ |
0 |
$ |
0 |
$ |
0 |
$ |
0 |
2021 |
Level 1 |
Level 2 |
Level 3 |
Net Asset Value |
Total |
|||||||||||||||
Financial assets: |
||||||||||||||||||||
Fixed maturities available for sale: |
||||||||||||||||||||
U.S. Government and government agencies and authorities |
$ |
25,650,903 |
$ |
0 |
$ |
0 |
$ |
0 |
$ |
25,650,903 |
||||||||||
U.S. special revenue and assessments |
0 |
8,523,535 |
0 |
0 |
8,523,535 |
|||||||||||||||
Corporate securities |
0 |
106,789,443 |
0 |
0 |
106,789,443 |
|||||||||||||||
Total fixed maturities |
25,650,903 |
115,312,978 |
0 |
0 |
140,963,881 |
|||||||||||||||
Equity securities: |
||||||||||||||||||||
Common stocks |
40,784,660 |
16,711,180 |
5,861,486 |
57,603,597 |
120,960,923 |
|||||||||||||||
Preferred stocks |
0 |
21,198 |
1,247,000 |
0 |
1,268,198 |
|||||||||||||||
Total equity securities |
40,784,660 |
16,732,378 |
7,108,486 |
57,603,597 |
122,229,121 |
|||||||||||||||
Total financial assets |
$ |
66,435,563 |
$ |
132,045,356 |
$ |
7,108,486 |
$ |
57,603,597 |
$ |
263,193,002 |
||||||||||
Liabilities |
||||||||||||||||||||
Trading Securities |
$ |
(1,116 |
) |
$ |
0 |
$ |
0 |
$ |
0 |
$ |
(1,116 |
) |
Equity Securities, Fair Value |
Equity Securities, Net Asset Value |
Total |
||||||||||
Balance at December 31, 2021 |
$ |
7,108,486 |
$ |
57,603,597 |
$ |
64,712,083 |
||||||
Realized gains (losses) |
198,125 |
327,863 |
525,988 |
|||||||||
Unrealized gains (losses) |
202,208 |
19,628,294 |
19,830,502 |
|||||||||
Purchases |
866,668 |
14,394,717 |
15,261,385 |
|||||||||
Sales |
(407,844 |
) |
(2,519,705 |
) |
(2,927,549 |
) |
||||||
Balance at December 31, 2022 |
$ |
7,967,643 |
$ |
89,434,766 |
$ |
97,402,409 |
Financial Assets |
Fair Value at December 31, 2022 |
Fair Value at December 31, 2021 |
Valuation Technique |
||||
Common stocks |
$ |
89,434,766 |
$ |
57,603,597 |
Net Asset Value |
||
Common stocks |
7,967,643 |
7,108,486 |
Pricing Model |
||||
Total |
$ |
97,402,409 |
$ |
64,712,083 |
Investment Category |
Fair Value at December 31, 2022 |
Unfunded Commitments |
Redemption Frequency |
Redemption Notice Period |
||||||
Common stocks |
||||||||||
Growth equity |
||||||||||
Redeemable |
$ |
43,724,562 |
$ |
0 |
Quarterly |
45 days |
||||
Non-redeemable |
45,710,204 |
7,779,867 |
n/a |
n/a |
||||||
Total |
$ |
89,434,766 |
$ |
7,779,867 |
Investment Category |
Fair Value at December 31, 2021 |
Unfunded Commitments |
Redemption Frequency |
Redemption Notice Period |
||||||
Common stocks |
||||||||||
Growth equity |
||||||||||
Redeemable |
$ |
28,546,227 |
$ |
0 |
Quarterly |
45 days |
||||
Non-redeemable |
29,057,370 |
5,288,967 |
n/a |
n/a |
||||||
Total |
$ |
57,603,597 |
$ |
5,288,967 |
2022 |
Carrying Amount |
Estimated FairValue |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||||
Assets |
||||||||||||||||||||
Preferred stock, at cost |
$ |
15,683,343 |
$ |
15,683,343 |
$ |
0 |
0 |
$ |
15,683,343 |
|||||||||||
Mortgage loans on real estate |
30,698,694 |
29,735,873 |
0 |
0 |
29,735,873 |
|||||||||||||||
Investment real estate |
34,934,352 |
92,425,241 |
0 |
0 |
92,425,241 |
|||||||||||||||
Notes receivable |
14,424,127 |
14,812,523 |
0 |
0 |
14,812,523 |
|||||||||||||||
Policy loans |
6,567,434 |
6,567,434 |
0 |
0 |
6,567,434 |
|||||||||||||||
Liabilities |
||||||||||||||||||||
Notes payable |
19,000,000 |
19,000,000 |
0 |
19,000,000 |
0 |
2021 |
Carrying Amount |
Estimated FairValue |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||||
Assets |
||||||||||||||||||||
Common stock, at cost |
$ |
5,860,000 |
$ |
5,860,000 |
$ |
0 |
$ |
0 |
$ |
5,860,000 |
||||||||||
Preferred stock, at cost |
8,683,343 |
8,683,343 |
0 |
0 |
8,683,343 |
|||||||||||||||
Mortgage loans on real estate |
29,183,562 |
29,183,562 |
0 |
0 |
29,183,562 |
|||||||||||||||
Investment real estate |
39,748,261 |
96,463,112 |
0 |
0 |
96,463,112 |
|||||||||||||||
Notes receivable |
17,722,976 |
17,722,976 |
0 |
0 |
17,722,976 |
|||||||||||||||
Policy loans |
7,390,497 |
7,390,497 |
0 |
0 |
7,390,497 |
|||||||||||||||
Liabilities |
||||||||||||||||||||
Notes payable |
24,000,000 |
24,000,000 |
0 |
24,000,000 |
0 |
2022 |
2021 |
|||||||
Premiums Earned |
Premiums Earned |
|||||||
Direct |
$ |
8,384,604 |
$ |
9,080,076 |
||||
Assumed |
0 |
(37 |
) |
|||||
Ceded |
(2,697,382 |
) |
(2,680,050 |
) |
||||
Net Premiums |
$ |
5,687,222 |
$ |
6,399,989 |
2022 |
2021 |
|||||||
Cost of insurance acquired, beginning of year |
$ |
3,386,501 |
$ |
4,101,471 |
||||
Interest accretion |
501,324 |
587,120 |
||||||
Amortization |
(1,189,672 |
) |
(1,302,090 |
) |
||||
Net amortization |
(688,348 |
) |
(714,970 |
) |
||||
Cost of insurance acquired, end of year |
$ |
2,698,153 |
$ |
3,386,501 |
Interest Accretion |
Amortization |
Net Amortization |
|||
2023 |
418,722 |
1,079,979 |
661,257 |
||
2024 |
339,372 |
975,187 |
635,815 |
||
2025 |
263,074 |
877,240 |
614,166 |
||
2026 |
189,374 |
799,520 |
610,146 |
||
2027 |
116,157 |
292,926 |
176,769 |
2022 |
2021 |
|||||||
Current tax |
$ |
7,054,454 |
$ |
(32,134 |
) |
|||
Deferred tax |
2,517,685 |
2,101,807 |
||||||
Income tax expense |
$ |
9,572,139 |
$ |
2,069,673 |
2022 |
2021 |
|||||||
Tax computed at statutory rate |
$ |
9,226,662 |
$ |
2,483,215 |
||||
Changes in taxes due to: |
||||||||
Non-controlling interest |
(22,332 |
) |
(19,340 |
) |
||||
Dividend received deduction |
(142,790 |
) |
(107,180 |
) |
||||
Oil and gas royalty's depletion |
(170,123 |
) |
(60,969 |
) |
||||
Other, including prior year true up |
680,722 |
(226,053 |
) |
|||||
Income tax expense |
$ |
9,572,139 |
$ |
2,069,673 |
2022 |
2021 |
|||||||
Investments |
$ |
10,794,061 |
$ |
12,159,338 |
||||
Cost of insurance acquired |
566,612 |
711,165 |
||||||
Management/consulting fees |
(8,206 |
) |
(8,518 |
) |
||||
Future policy benefits |
(718,338 |
) |
(447,958 |
) |
||||
Deferred gain on sale of subsidiary |
1,387,490 |
1,387,490 |
||||||
Other assets (liabilities) |
(330,488 |
) |
(57,783 |
) |
||||
Reserves adjustment |
144,158 |
192,212 |
||||||
Federal tax DAC |
(253,151 |
) |
(255,550 |
) |
||||
Deferred tax liability |
$ |
11,582,138 |
$ |
13,680,396 |
Instrument |
Issue Date |
Maturity Date |
Revolving Credit Limit |
December 31, 2021 |
Borrowings |
Repayments |
December 31, 2022 |
|||||||||||||||
Lines of Credit: |
||||||||||||||||||||||
UTG |
11/20/2013 |
11/20/2023 |
$ |
8,000,000 |
0 |
0 |
0 |
$ |
0 |
|||||||||||||
UG - CMA |
10/21/2021 |
10/6/2023 |
25,000,000 |
24,000,000 |
58,500,000 |
63,500,000 |
19,000,000 |
Total Funding Commitment |
Unfunded Commitment |
|||||||
RLF III, LLC |
$ |
4,000,000 |
$ |
398,120 |
||||
Sovereign’s Capital, LP Fund I |
500,000 |
13,000 |
||||||
Sovereign's Capital, LP Fund II |
1,000,000 |
92,034 |
||||||
Sovereign's Capital, LP Fund III |
3,000,000 |
505,453 |
||||||
Garden City Companies, LLC |
2,000,000 |
1,090,531 |
||||||
Carrizo Springs Music, LLC |
5,000,000 |
189,711 |
||||||
Legacy Venture X, LLC |
3,000,000 |
1,620,000 |
||||||
QCC Investment Co., LLC |
1,500,000 |
150,000 |
||||||
Great American Media Group, LLC |
4,000,000 |
2,510,000 |
||||||
Sovereign's Capital Evergreen Fund I, LLC |
3,000,000 |
150,967 |
||||||
PBEX, LLC |
2,000,000 |
49,343 |
||||||
Sovereign's Capital Lower Middle Market Fund II, LP |
3,000,000 |
2,188,539 |
||||||
Elisha's Properties, LLC |
1,096,750 |
491,823 |
||||||
Granite Shoals Music, LLC |
6,500,000 |
5,633,332 |
||||||
Legacy Venture XI, LLC |
2,000,000 |
1,920,000 |
||||||
SFR X Holdings, LLC |
1,550,000 |
1,550,000 |
2022 |
2021 |
|||||||
Basic weighted average shares outstanding |
3,167,719 |
3,171,919 |
||||||
Weighted average dilutive options outstanding |
0 |
0 |
||||||
Diluted weighted average shares outstanding |
3,167,719 |
3,171,919 |
2022 |
2021 |
||||
Net income |
$ |
18,782,335 |
$ |
450,976 |
|
Capital and surplus |
93,269,301 |
64,726,088 |
2022 |
2021 |
||||
Interest |
$ |
83,995 |
$ |
785 |
|
Federal income tax |
1,890,000 |
1,202,000 |
2022 |
Land, Minerals & Royalty Interests |
Exploration |
Total |
|||||||||
Fixed maturities, at fair value |
$ |
0 |
$ |
1,060,710 |
$ |
1,060,710 |
||||||
Equity securities, at fair value |
93,811,806 |
0 |
93,811,806 |
|||||||||
Investment real estate |
14,772,536 |
0 |
14,772,536 |
|||||||||
Notes receivable |
1,950,657 |
0 |
1,950,657 |
|||||||||
Total |
$ |
110,534,999 |
$ |
1,060,710 |
$ |
111,595,709 |
2021 |
Land, Minerals & Royalty Interests |
Exploration |
Total |
|||||||||
Fixed maturities, at fair value |
$ |
0 |
$ |
1,249,040 |
$ |
1,249,040 |
||||||
Equity securities, at fair value |
60,932,033 |
0 |
60,932,033 |
|||||||||
Investment real estate |
16,351,500 |
0 |
16,351,500 |
|||||||||
Notes receivable |
5,000,000 |
0 |
5,000,000 |
|||||||||
Total |
$ |
82,283,533 |
$ |
1,249,040 |
$ |
83,532,573 |
Gabriel J. Molnar |
Committee Chairman |
Thomas E. Harmon |
|
John M. Cortines |
Name, Age |
Position with the Company, Business Experience and Other Directorships |
April R. Chapman, 57 |
Mrs. Chapman is the CEO of Generous Giving, an organization focused on inspiring generosity that shapes our culture and impacts the world for extraordinary good. Previously, April worked in the tech industry for 20 years including a tenure at Microsoft. April left Microsoft to start a consulting firm to advise non-profits on Internet strategy. April serves on several non-profit boards including Praxis, Impact Foundation and National Christian Foundation Northwest. She was also previously the Co-Chair of the World Vision Innovation Fund. April holds an Oxford Diploma in Strategy & Innovation and a BS in Computer Science from UC, Irvine. |
Jesse T. Correll, 66 |
Chairman of UTG and Universal Guaranty Life Insurance Company since 2000; Director of UTG since 1999; Chairman of First Southern Bancorp, Inc. since 1988; CEO of First Southern Bancorp, Inc. from 1988-2015; Manager and President of First Southern Funding, LLC since 1992; President, Director of The River Foundation since 1990; Board member of Crown Financial Ministries from 2004 to 2009; Friends of the Good Samaritans since 2005; Generous Giving from 2006 to 2009; the National Christian Foundation since 2006; Centre Board of Trustees from 2015 to 2022; and Cumberland Lake Shell, Inc. since 2017. |
Preston H. Correll, 42 |
Founder of Marksbury Farm Market based in Bryantsville, Kentucky. He also owns and operates St. Asaph Farm in Stanford, Kentucky and focuses on sustainable farming and raising natural meat. He spent a year and a half in India working with the Good Samaritans ministry and now serves on the board of the Friends of the Good Samaritans. Director of UTG, Inc. since December 2018. |
John M. Cortines, 34 |
Mr. Cortines serves as the Director of Generosity at the Maclellan Foundation. He is the co-author of two books on money, faith, and generosity. Prior to entering the nonprofit sector, he worked in the oil and gas industry as an engineer for Chevron Corporation. Mr. Cortines is a graduate of Harvard Business School (MBA), King Abdullah University of Science and Technology (MS), and Texas A&M University (BS). Director of UTG, Inc. since December 2018. |
Thomas F Darden, II, 68 |
Mr. Darden is the Founder and Chief Executive Officer of Cherokee, an investment company that invests in both private equity and venture capital. Beginning in 1984, Mr. Darden served for 16 years as the Chairman of Cherokee Sanford Group, a brick manufacturing and soil remediation company. From 1981 to 1983, he was a consultant with Bain & Company in Boston. From 1977 to 1978, he worked as an environmental planner for the Korea Institute of Science and Technology in Seoul, where he was a Henry Luce Foundation Scholar. Mr. Darden is on the Boards of Shaw University, the Institute for The Environment at the University of North Carolina and the Board of Governors of the Research Triangle Institute. Mr. Darden earned a Masters in Regional Planning from the University of North Carolina, a Juris Doctor from Yale Law School and a Bachelor of Arts from the University of North Carolina, where he was a Morehead Scholar. |
Howard L. Dayton, Jr., 79 |
In 1985, Mr. Dayton founded Crown Ministries in Longwood, Florida. Crown Ministries merged with Christian Financial Concepts in September 2000 to form Crown Financial Ministries, the world’s largest financial ministry. He served as Chief Executive Officer from 1985 to 2007 and in 2009 founded Compass - Finances God’s Way. Mr. Dayton is a graduate of Cornell University. He developed The Caboose, a successful railroad-themed restaurant in Orlando, FL in 1969. In 1972 he began his commercial real estate development career, specializing in office development in the Central Florida area. He has authored five popular small group studies, produced several video series, and was the host for the nationally syndicated radio programs MoneyWise and HeyHoward. Asbury University named their business school the Howard Dayton School of Business. Mr. Dayton became a Director of UTG, Inc. in December 2005. |
Thomas E. Harmon, 68 |
Director of UTG and Universal Guaranty Life Insurance Company since March 2016. Mr. Harmon is the owner and President of Harmon Foods, Inc., a chain of retail supermarkets, for the past 40 years. Mr. Harmon has been active in many charitable organizations over the years, most recently serving as a Board Member with Amigos En Cristo Ministries, an organization serving one of the most disadvantaged parts of the world – Juarez, Mexico. |
Gabriel J. Molnar, 36 |
Mr. Molnar is the Chief Financial Officer at Capstone Realty Inc., a commercial real estate development company in Louisville, Kentucky. Mr. Molnar is a licensed CPA and real estate broker in Kentucky. Prior to Capstone, Mr. Molnar worked as a Financial Analyst with Procter & Gamble and as a public company auditor and healthcare consultant with PricewaterhouseCoopers. Mr. Molnar received a MBA from the Owen Graduate School of Management at Vanderbilt University and is also a graduate of Asbury University in Wilmore, Kentucky. |
Peter L. Ochs, 71 |
Mr. Ochs is founder of Capital III, a private equity investment firm located in Wichita, Kansas. Capital III provides impact investment capital and management with investments in manufacturing, real estate, energy, and education with a geographical focus on the US and Latin America. Prior to founding Capital III, Mr. Ochs spent 8 years in the commercial banking industry. Mr. Ochs graduated from the University of Kansas with a degree in business and finance. He currently serves on the boards of UTG, Inc., the American Independence Funds, and Trinity Academy. |
James P. Rousey, 64 |
As of the date of this Form 10-K, Mr. Rousey was the President of UTG and Universal Guaranty Life Insurance Company since September 2006; Director of UTG and Universal Guaranty Life Insurance Company since September 2001; Chief Executive Officer of First Southern Bancorp, Inc. since 2016; Chair of ACLI Forum 500 from 2015-2016; Member of Board of Governors of ACLI from 2014 to 2017; Regional CEO and Director of First Southern National Bank from 1988 to 2001. Board Member with the Illinois Fellowship of Christian Athletes from 2001-2005; Board Member with Contact Ministries from 2007-2011; Board Member with Amigos En Cristo, Inc. from 2007-2009; Advisory Board Member with Natalie’s Sister since 2018; Board Member with Hustonville Cemetery since 2019; Serge Board Member since 2019. On February 21, 2023 Mr. James Rousey submitted a letter of resignation stating his desire to retire. In this regard, he retired as President of UTG, Inc. and its subsidiary, Universal Guaranty Life Insurance Company as well as his position as a Director of both entities. This was effective as of the date of the letter. The Board of Directors of UTG, Inc. and Universal Guaranty Life Insurance Company formally accepted the resignation letter on February 22, 2023. Mr. Jesse Correll, CEO and Chairman of the Board of the companies, will assume the title of President initially. This information was filed on Form 8-K with the SEC on February 24, 2023. |
Jesse T. Correll |
Chairman of the Board, Chief Executive Officer, and President |
James P. Rousey |
Former President (Resigned and retired effective February 21, 2023) |
Name, Age |
Position with UTG and Business Experience |
Theodore C. Miller, 60 |
Senior Vice President and Chief Financial Officer of UTG, Inc. and Universal Guaranty Life Insurance Company since 1997; Senior Vice President and Chief Financial Officer of subsidiary companies since 1997; and Chief Financial Officer of First Southern Bancorp, Inc. and First Southern National Bank since 2016. |
Douglas P. Ditto, 67 |
Vice President of UTG, Inc. and Universal Guaranty Life Insurance Company since June 2009; Chief Investment Officer from 2009 to 2012; Assistant Vice President from June 2003 to June 2009; Executive Vice President of First Southern Bancorp, Inc. since March 1985. |
Name and Principal position |
Year |
Salary |
Bonus |
Stock Awards (1) |
All Other Compensation (2) |
Total |
|||||
Jesse T. Correll Chief Executive Officer |
2022 |
$ |
217,500 |
$ |
2 |
$ |
199,998 |
$ |
11,681 |
$ |
429,181 |
2021 |
195,000 |
150,000 |
0 |
7,725 |
352,725 |
||||||
James P. Rousey President |
2022 |
130,000 |
125,000 |
50,000 |
6,962 |
311,962 |
|||||
2021 |
115,000 |
150,000 |
0 |
4,525 |
269,525 |
||||||
Douglas P. Ditto Vice President |
2022 |
187,500 |
15 |
174,985 |
9,984 |
372,484 |
|||||
2021 |
161,250 |
15 |
149,985 |
6,356 |
317,606 |
(1) |
Stock awards in the form of an annual bonus of 15,682 and 4,511 shares were issued in 2022 and 2021, respectively. |
(2) |
All Other Compensation consists of matching contributions to an Employee Savings Trust 401(k) Plan |
Name |
Fees Earned or Paid in Cash |
Stock Awards (1) |
All Other Compensation (2) |
Total |
||||
Jesse T. Correll, Chief Executive Officer |
$ |
0 |
$ |
0 |
$ |
0 |
$ |
0 |
James P. Rousey, President |
0 |
0 |
0 |
0 |
||||
April R. Chapman, Director |
0 |
10,000 |
0 |
10,000 |
||||
Preston H. Correll, Director |
0 |
15,000 |
0 |
15,000 |
||||
John M. Cortines, Director |
0 |
15,000 |
0 |
15,000 |
||||
Thomas F. Darden, II, Director |
0 |
15,000 |
0 |
15,000 |
||||
Howard L. Dayton, Director |
0 |
15,000 |
2,500 |
17,500 |
||||
Thomas E. Harmon, Director |
0 |
15,000 |
0 |
15,000 |
||||
Gabriel J. Molnar, Director |
0 |
15,000 |
1,000 |
16,000 |
||||
Peter L. Ochs, Director |
0 |
12,500 |
0 |
12,500 |
Title |
Amount |
Percent |
|
of |
Name and Address |
and Nature of |
Of |
Class |
of Beneficial Owner (2) |
Beneficial Ownership |
Class (1) |
Common |
Jesse T. Correll |
146,505 |
3)(5 |
4.6% |
Stock, no |
First Southern Bancorp, Inc. |
1,406,785 |
3)(4)(5 |
44.1% |
par value |
First Southern Funding, LLC |
400,000 |
3)(4)(5 |
12.5% |
First Southern Holdings, LLC |
1,201,876 |
3)(4)(5 |
37.7% |
|
WCorrell, Limited Partnership |
72,750 |
3)(5 |
2.3% |
|
Cumberland Lake Shell, Inc. |
128,750 |
(5) |
4.0% |
(1) The percentage of shares owned is based on 3,190,306 shares of Common Stock outstanding as of February 1, 2023. |
(2) The address for each of Jesse Correll, First Southern Bancorp, Inc. (“FSBI”), First Southern Funding, LLC (“FSF”), First Southern Holdings, LLC (“FSH”), and WCorrell, Limited Partnership (“WCorrell LP”), is 205 North Depot Street, Stanford, Kentucky 40484. The address for Cumberland Lake Shell, Inc. (“CLS”) is P.O. Box 430, 150 Railroad Drive, Somerset, Kentucky 42502. |
(3) The share ownership of Jesse Correll listed includes 73,755 shares of Common Stock owned by him individually. The share ownership of Mr. Correll also includes 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Jesse Correll serves as managing general partner and as such, has sole voting and dispositive power over the shares held by the entity. In addition, by virtue of his ownership of voting securities of FSF and FSBI, and in turn, their ownership of 100% of the outstanding membership interests of FSH (the holder of 1,201,876 shares of Common Stock), Mr. Correll may be deemed to beneficially own the total number of shares of Common Stock owned by FSH, and may be deemed to share with FSH the right to vote and to dispose of such shares. Mr. Correll owns approximately 74% of the outstanding membership interests of FSF. Additionally, Mr. Correll owns directly approximately 44%, companies he controls own approximately 16%, and he has the power to vote but does not own an additional 2% of the outstanding voting stock of FSBI. FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH. |
(4) The share ownership of FSBI consists of 204,909 shares of Common Stock held by FSBI directly and 1,201,876 shares of Common Stock held by FSH of which FSBI is a 99% member and FSF is a 1% member. As a result, FSBI may be deemed to share the voting and dispositive power over the shares held by FSH. |
(5) According to the Schedule 13D, as amended, filed August 27, 2020, Jesse Correll, FSBI, FSF and FSH, have agreed in principle to act together for the purpose of acquiring or holding equity securities of UTG. In addition, because of their relationship with these Reporting Persons, Cumberland Lake Shell, Inc. and WCorrell Limited Partnership may also be deemed to be members of this group. Therefore, each may be deemed to have acquired beneficial ownership of the equity securities of UTG beneficially owned by each of the Reporting Persons. |
Title of |
Name and Address of |
Amount and Nature of |
Percent of |
Class |
Beneficial Owner |
Beneficial Ownership |
Class (1) |
UTG’s |
April R. Chapman |
Redmond, WA |
1,129 |
* |
|
Common |
Jesse T. Correll |
Stanford, KY |
2,082,040 |
(2) |
65.3% |
Stock, no |
Preston H. Correll |
Stanford, KY |
2,276 |
(3) |
* |
Par value |
John M. Cortines |
Georgetown, TN |
4,911 |
(4) |
* |
Thomas F. Darden, II |
Raleigh, NC |
62,892 |
2.0% |
||
Howard L. Dayton, Jr. |
Sanford, FL |
10,591 |
(5) |
* |
|
Douglas P. Ditto |
Danville, KY |
50,394 |
(6) |
1.6% |
|
Thomas E. Harmon |
Springfield, IL |
3,437 |
* |
||
Theodore C. Miller |
Stanford, KY |
15,292 |
* |
||
Gabriel J. Molnar |
Louisville, KY |
2,861 |
* |
||
Peter L. Ochs |
Valley Center, KS |
7,495 |
(7) |
* |
|
James P. Rousey |
Hustonville, KY |
14,509 |
(8) |
* |
|
All Directors and executive officers as a group (twelve in number) |
2,257,827 |
70.6% |
(a) |
The following documents are filed as a part of the report: |
(1) |
Financial Statements: |
Included in Part II, Item 8 of this Report. |
|
(2) |
Financial Statement Schedules |
The financial statement schedules have been omitted as they are deemed inapplicable or not required by Regulation S-X. |
(a)(3) & (b) |
Exhibits The following are exhibits to this report, and if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included: |
Exhibit Number |
Description |
3.1 |
Certificate of Incorporation of the Registrant and all amendments thereto [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 3.1]. |
3.2 |
By-Laws for the Registrant and all amendments thereto [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 3.2]. |
4.1 |
UTG’s Agreement pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K with respect to long-term debt instruments [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 4.1]. |
10.1 |
Amendment to Reinsurance Agreement between Universal Guaranty Life Insurance Company and Optimum Re Insurance Company originally with Business Men’s Assurance Company of America. [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2015 originally filed as Exhibit 10.2]. |
10.2 |
Reinsurance Agreement between Universal Guaranty Life Insurance Company and Swiss RE originally with Life Reassurance Corporation of America. [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2015 originally filed as Exhibit 10.3]. |
10.3 |
Assumption Reinsurance Agreement between Universal Guaranty Life Insurance Company and Park Avenue Life Insurance Company formerly known as First International Life Insurance Company. [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2015 originally filed as Exhibit 10.4]. |
10.5 |
Commercial pledge agreement dated November 20, 2012, between UTG, Inc. and Illinois National Bank. [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2012 originally filed as Exhibit 10.20]. |
10.6 |
Administrative Services and Cost Sharing Agreement dated as of January 1, 2007 between UTG, Inc. and Universal Guaranty Life Insurance Company [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.11]. |
10.7 |
Agreement regarding Mortgage Loans by and between First Southern National Bank and Universal Guaranty Life Insurance Company [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.12]. |
10.8 |
Universal Guaranty Participation Agreement-Purchased Loan [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.13]. |
10.9 |
Universal Guaranty Participation Agreement-Originated Loan [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.14]. |
10.10 |
Management Data, Inc. Software License Agreement [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2014 originally filed as Exhibit 10.16]. |
10.12 |
Aircraft Joint Ownership Agreement by and among Bandyco, LLC, First Southern National Bank and UTG, Inc. dated August 11, 2014 [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2014 originally filed as Exhibit 10.18]. |
*10.13 |
Promissory Note dated November 20, 2022, between UTG, Inc. and Illinois National Bank. |
10.14 |
Shared Services Agreement between UTG, Inc. and FSNB effective January 1, 2017. [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2018 originally filed as Exhibit 10.14]. |
10.15 |
Amendment #1 to the Shared Services Agreement between UTG, Inc. and FSNB effective January 1, 2018 [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2018 originally filed as Exhibit 10.15]. |
10.16 |
Amendment #2 to the Shared Services Agreement between UTG, Inc. and FSNB effective September 1, 2018. [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2018 originally filed as Exhibit 10.16]. |
10.17 |
Amendment #3 to the Shared Services Agreement between UTG, Inc. and FSNB effective January 1, 2019. [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2018 originally filed as Exhibit 10.17]. |
*14.1 |
Code of Ethics and Business Conduct |
*14.2 |
Code of Ethical Conduct for Senior Financial Officers |
*21.1 |
List of Subsidiaries of the Registrant. |
*23 |
Consent of Armanino LLP independent registered accounting firm |
*31.1 |
Certificate of Jesse T. Correll, Chairman of the Board Chief Executive Officer, and President of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
*31.2 |
Certificate of Theodore C. Miller, Chief Financial Officer and Senior Vice President of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
*32.1 |
Certificate of Jesse T. Correll, Chairman of the Board, Chief Executive Officer, and President of UTG, as required pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
*32.2 |
Certificate of Theodore C. Miller, Chief Financial Officer and Senior Vice President of UTG, as required pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
*99.1 |
Audit Committee Charter. |
*99.2 |
Whistleblower Policy |
*99.3 |
Compensation Committee Charter. |
*99.4 |
Investment Committee Charter. |
*101.INS |
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
*101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
*101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
*101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
*101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
*101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
UTG, Inc. |
||||
By: |
/s/ Jesse T. Correll |
|||
Jesse T. Correll |
||||
Chief Executive Officer and President |
||||
By: /s/ April R. Chapman |
By: /s/ Howard L. Dayton |
|
April R. Chapman Director |
Howard L. Dayton Director |
|
By: /s/ Jesse T. Correll |
By: /s/ Thomas E. Harmon |
|
Jesse T. Correll Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) |
Thomas E. Harmon Director |
|
By: /s/ Preston H. Correll |
By: /s/ Gabriel J. Molnar |
|
Preston H. Correll Director |
Gabriel J. Molnar Director |
|
By: /s/ John M. Cortines |
By: /s/ Peter L. Ochs |
|
John M. Cortines Director |
Peter L. Ochs Director |
|
By: |
By: /s/ Theodore C. Miller |
|
Thomas F. Darden II Director |
Theodore C. Miller Chief Financial Officer and Senior Vice President (Principal Financial and Accounting Officer) |
1 Year UTG (PK) Chart |
1 Month UTG (PK) Chart |
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