Company Quick10K Filing
Quick10K
Texas Republic Capital
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
8-K 2018-09-12 Officers
8-K 2018-05-08 Shareholder Vote
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AVCO Avalon Globocare 179
GASS Stealthgas 130
QNTO Quaint Oak Bancorp 0
REXX Rex Energy 0
KLMK Darkpulse 0
AIC Aames Investment 0
TRCC 2019-03-31
Part I - Financial Information
Item 1. Consolidated Financial Statements
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 ex_143226.htm
EX-31.2 ex_143227.htm
EX-32.1 ex_143228.htm
EX-32.2 ex_143229.htm

Texas Republic Capital Earnings 2019-03-31

TRCC 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 trcc20190331_10q.htm FORM 10-Q trcc20190331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

 


 

FORM 10-Q

 


 

(Mark One)

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange act of 1934

 

For the quarterly period ended March 31, 2019

 

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:  000-55621

 

TEXAS REPUBLIC CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Texas

 

45-5311713

(State or other jurisdiction of incorporation or organization)  

 

(I.R.S. Employer Identification Number)

     

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 Common stock $0.01 par

-

None

 

13215 Bee Cave Parkway, Ste. A120

Austin, Texas 78738

(Address of principal executive offices)

 

(512) 330-0099

(Registrant’s telephone number, including area code)

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☑     No ☐

 

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

 

      Large accelerated filer ☐

     Accelerated filer ☐

     Non-accelerated filer ☐

     Smaller reporting company ☒

      Emerging growth company ☐

 

 

 

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).   Yes ☐     No ☑

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  Common stock .01 par value as of May 15, 2019: 14,791,587 shares

 

 

TEXAS REPUBLIC CAPITAL CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR QUARTERLY PERIOD ENDED MARCH 31, 2019

 

TABLE OF CONTENTS

 

PART I.  FINANCIAL INFORMATION

 

Page Number

 

 

 

Item 1. Consolidated Financial Statements

 

 

 

 

 

Consolidated Statements of Financial Position as of March 31, 2019 (Unaudited) and December 31, 2018

 

3

 

 

 

Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018 (Unaudited)

 

4

 

 

 

Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2019 and 2018 (Unaudited)

 

5

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2019 and 2018 (Unaudited)

 

6

 

 

 

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018 (Unaudited)

 

7

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

8

 

 

 

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

 

22

 

 

 

Item 4. Controls and Procedures

 

27

 

 

 

Part II.  OTHER INFORMATION

 

 

 

 

 

Item 1. Legal Proceedings

 

28

 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

28

 

 

 

Item 3. Defaults upon Senior Securities

 

28

 

 

 

Item 4. Mine Safety Disclosures

 

28

 

 

 

Item 5. Other Information

 

28

 

 

 

Item 6. Exhibits

 

28

 

 

 

Signatures

 

29

 

Exhibit No. 31.1

Exhibit No. 31.2

Exhibit No. 32.1

Exhibit No. 32.2

Exhibit No. 101.INS

Exhibit No. 101.SCH

Exhibit No. 101.CAL

Exhibit No. 101.DEF

Exhibit No. 101.LAB

Exhibit No. 101.PRE

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.  Consolidated Financial Statements

 

Texas Republic Capital Corporation and Subsidiaries

Consolidated Statements of Financial Position

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Assets

 

 

 (Unaudited)

 

 

 

 

 

Available-for-sale fixed maturity securities at fair value

(Amortized cost: $7,030,751 and $6,828,467 as of

March 31, 2019 and December 31, 2018, respectively)

 

$

7,145,891

 

 

$

6,665,056

 

Mortgage loans

 

 

1,435,054

 

 

 

1,445,030

 

Other long-term investments

 

 

759,534

 

 

 

449,461

 

Total investments

 

 

9,340,479

 

 

 

8,559,547

 

Cash and cash equivalents

 

 

8,397,380

 

 

 

6,511,652

 

Accrued investment income

 

 

89,459

 

 

 

76,668

 

Due premium

 

 

10,100

 

 

 

5,050

 

Deferred policy acquisition costs

 

 

396,468

 

 

 

326,210

 

Deferred sales inducement costs

 

 

285,626

 

 

 

164,316

 

Advances and notes receivable

 

 

47,026

 

 

 

14,360

 

Leased property - right to use

 

 

310,373

 

 

 

-

 

Security deposit

 

 

7,109

 

 

 

7,109

 

Prepaid and other assets

 

 

23,633

 

 

 

33,871

 

Furniture and equipment, net

 

 

34,624

 

 

 

34,210

 

    Total assets

 

$

18,942,277

 

 

$

15,732,993

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

Policy liabilities

 

 

 

 

 

 

 

 

Policyholders’ account balances

 

$

5,814,446

 

 

$

3,165,519

 

Future policy benefits

 

 

397,765

 

 

 

338,407

 

Policy claims and other benefits

 

 

30,545

 

 

 

28,306

 

Liability for deposit-type contracts

 

 

14,542

 

 

 

19,540

 

Other policyholder liabilities

 

 

342,908

 

 

 

9,283

 

Total policy liabilities

 

 

6,600,206

 

 

 

3,561,055

 

Lease liability

 

 

310,373

 

 

 

-

 

Deferred taxes

   

4,958

     

-

 

Accounts payable

 

 

151,875

 

 

 

143,065

 

Total liabilities

 

 

7,067,412

 

 

 

3,704,120

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

Common stock, par value $.01 per share, 25,000,000 shares authorized, 

14,867,097 issued as of March 31, 2019 and December 31, 2018, 14,800,097 and

14,850,097 outstanding as of March 31, 2019 and December 31, 2018, respectively

 

 

148,671

 

 

 

148,671

 

Additional paid-in capital

 

 

17,538,618

 

 

 

17,538,618

 

Treasury stock, at cost (67,000 and 17,000 shares as of March 31, 2019 and December 31, 2018, respectively)

 

 

(100,000

)

 

 

(50,000

)

Accumulated other comprehensive income (loss)

 

 

110,129

 

 

 

(162,781

)

Accumulated deficit

 

 

(5,822,553

)

 

 

(5,445,635

)

Total shareholders’ equity

 

 

11,874,865

 

 

 

12,028,873

 

Total liabilities and shareholders’ equity

 

$

18,942,277

 

 

$

15,732,993

 

 

See notes to consolidated financial statements (unaudited). 

 

 

Texas Republic Capital Corporation and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

 

2018

 

Revenues

 

 

 

 

 

 

Premiums and other considerations

 

$

118,392

 

 

$

77,468

 

Net investment income

 

 

136,571

 

 

 

59,574

 

Commission income

 

 

3,533

 

 

 

223

 

Total revenues

 

 

258,496

 

 

 

137,265

 

Benefits, claims and expenses

 

 

 

 

 

 

 

 

Increase in future policy benefits

 

 

59,349

 

 

 

45,064

 

Death and other benefits

 

 

2,239

 

 

 

(1,763

)

Interest credited to policyholders

 

 

26,032

 

 

 

19,702

 

Total benefits and claims

 

 

87,620

 

 

 

63,003

 

Policy acquisition costs deferred

 

 

(91,949

)

 

 

(67,492

)

Policy acquisition costs amortized

 

 

21,009

 

 

 

9,959

 

Commissions

 

 

99,279

 

 

 

59,898

 

Salaries and wages

 

 

257,860

 

 

 

190,288

 

Employee benefits

 

 

23,091

 

 

 

12,270

 

Taxes, licenses and fees

 

 

24,350

 

 

 

20,449

 

Office rent

 

 

20,486

 

 

 

18,334

 

Director fees

 

 

14,250

 

 

 

15,000

 

Third-party administration fees

 

 

44,309

 

 

 

43,724

 

Service and transfer agent fees

 

 

9,827

 

 

 

15,366

 

Travel, meals and entertainment

 

 

25,380

 

 

 

5,536

 

Professional fees

 

 

43,618

 

 

 

55,804

 

Furniture, equipment and software

 

 

8,891

 

 

 

7,192

 

Office and other expenses

 

 

47,393

 

 

 

17,107

 

Total benefits, claims and expenses

 

 

635,414

 

 

 

466,438

 

Net loss

 

$

(376,918

)

 

$

(329,173

)

 

 

 

 

 

 

 

 

 

Net loss per common share outstanding

 

$

(0.03

)

 

$

(0.02

)

 

See notes to consolidated financial statements (unaudited).

 

 

Texas Republic Capital Corporation and Subsidiaries

Consolidated Statements of Comprehensive Loss

(Unaudited)

 

   

Three Months Ended March 31,

 
   

2019

   

2018

 
                 

Net loss

  $ (376,918

)

  $ (329,173

)

Other comprehensive income (loss)

               

Total net unrealized gains (losses) arising during the period

    278,551       (99,012

)

Adjustment to deferred acquisition costs

    (683

)

    800  

Deferred taxes

    (4,958

)

    -  

Total other comprehensive income (loss)

    272,910       (98,212

)

Total comprehensive loss

  $ (104,008

)

  $ (427,385

)

  


See notes to consolidated financial statements (unaudited).

 

 

Texas Republic Capital Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

Three Months Ended March 31, 2019 and 2018

(Unaudited)

 

   

Common

                   

Accumulated

                 
   

Stock

   

Additional

           

Other

           

 

 
   

$.01

Par Value

   

Paid-in

Capital

   

Treasury

Stock

   

Comprehensive

Income (Loss)

   

Accumulated

Deficit

   

Total

Shareholders’ Equity

 

Balance as of January 1, 2018

  $ 148,671     $ 17,538,618     $ (15,000

)

  $ 86,267     $ (4,218,199

)

  $ 13,540,357  

Other comprehensive loss

    -       -       -       (98,212

)

    -       (98,212

)

Net loss

    -       -       -       -       (329,173

)

    (329,173

)

Balance as of March 31, 2018

  $ 148,671     $ 17,538,618     $ (15,000

)

  $ (11,945

)

  $ (4,547,372

)

  $ 13,112,972  
                                                 

Balance as of January 1, 2019

  $ 148,671     $ 17,538,618     $ (50,000

)

  $ (162,781

)

  $ (5,445,635

)

  $ 12,028,873  

Purchase of treasury stock

    -       -       (50,000

)

    -       -       (50,000

)

Other comprehensive income

    -       -       -       272,910       -       272,910  

Net loss

    -       -       -       -       (376,918

)

    (376,918

)

Balance as of March 31, 2019

  $ 148,671     $ 17,538,618     $ (100,000

)

  $ 110,129     $ (5,822,553

)

  $ 11,874,865  

  

See notes to consolidated financial statements (unaudited).

 

 

Texas Republic Capital Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

   

Three Months Ended

March 31,

 
   

2019

   

2018

 
                 

Operating activities

               

Net loss

  $ (376,918

)

  $ (329,173

)

Adjustments to reconcile net loss to net cash used in

operating activities:

               

Accretion of discount on investments

    (12,038

)

    (88

)

Provision for depreciation

    2,951       2,584  

Policy acquisition costs deferred

    (91,949

)

    (67,492

)

Policy acquisition costs amortized

    21,009       9,959  

Amortization of mortgage loan origination fees

    250       -  

Interest credited to policyholders

    26,032       19,702  

Change in assets and liabilities:

               

Accrued investment income

    (12,791

)

    (35,848

)

Due premium

    (5,050

)

    -  

Advances and notes receivable

    (32,666

)

    1,740  

Prepaid and other assets

    10,238       4,849  

Future policy benefits

    59,358       45,099  

Policy claims

    2,239       (1,763

)

Other policy liabilities

    333,625       14,759  

Accounts payable

    8,810       (20,692

)

Net cash used in operating activities

    (66,900

)

    (356,364

)

                 

Investing activities

               

Purchase of furniture and equipment

    (3,365

)

    -  

Purchase of fixed maturity securities

    (202,726

)

    (1,861,091

)

Payments on mortgage loans

    10,130       -  

Purchase of other long-term investments

    (297,998

)

    (251,000

)

Net cash used in investing activities

    (493,959

)

    (2,112,091

)

                 

Financing activities

               

Purchase of treasury stock

    (50,000

)

    -  

Policyholder deposits

    2,567,302       647,825  

Policyholder withdrawals

    (65,590

)

    -  

Deposit-type contracts - withdrawals

    (5,125

)

    -  

Net cash provided by financing activities

    2,446,587       647,825  
                 

Increase (decrease) in cash and cash equivalents

    1,885,728       (1,820,630

)

Cash and cash equivalents, beginning of period

    6,511,652       12,578,650  

Cash and cash equivalents, end of period

  $ 8,397,380     $ 10,758,020  

 

See notes to consolidated financial statements (unaudited).

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

1.          Organization and Significant Accounting Policies

 

Nature of Operations

 

Texas Republic Capital Corporation (the “Company”) is the parent holding company of Texas Republic Life Insurance Company (“TRLIC”) and Texas Republic Life Solutions, Inc. (“TRLS”).  The Company was incorporated in Texas on May 15, 2012, for the primary purpose of forming and capitalizing a life insurance company subsidiary.

 

The Texas Department of Insurance approved TRLIC’s life insurance charter on August 1, 2016.  The Company capitalized TRLIC with $3,000,000 and owns 100% of TRLIC.  TRLIC began insurance operations on April 3, 2017 and is currently selling life and annuity products in the state of Texas.  During 2018 the Company made capital contributions of $2,000,000 and $750,000 bringing the total capitalization of TRLIC to $5,750,000. TRLS, an insurance agency, was incorporated February 1, 2017.  The Company capitalized TRLS with $50,000 and owns 100% of TRLS. During 2018 the Company made a capital contribution of $100,000 bringing the total capitalization of TRLS to $150,000.

 

From incorporation through April 2, 2017, the Company was involved in the sale of common stock to provide working capital.  During this time the Company completed an organizational offering, three private placement stock offerings and an intrastate public stock offering in the state of Texas.  The Company raised $10,336,500 and incurred $1,215,569 of offering costs through the issuance of 12,865,000 shares from the organizational offering and three private placement offerings. The intrastate public stock offering was registered to raise $25,000,000 by offering 5,000,000 shares of its common stock and was ended on April 2, 2017.  This offering raised $10,010,485 and incurred $1,444,127 of offering costs through the sale of 2,002,097 shares of the common stock. 

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation of the results for the interim periods have been included.

 

The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ended December 31, 2019 or for any other interim period or for any other future year.  Certain financial information which is normally included in notes to consolidated financial statements prepared in accordance with U.S. GAAP, but which is not required for interim reporting purposes, has been condensed or omitted.  The accompanying consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in the Company’s report on Form 10-K for the year ended December 31, 2018.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts and operations of the Company and its subsidiaries.  All intercompany accounts and transactions are eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

 

Reclassifications

 

Certain reclassifications have been made in the prior year financial statements to conform to current year classifications.  These reclassifications had no effect on the previously reported net loss or shareholders equity.

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

1.          Organization and Significant Accounting Policies (continued)

 

Investments

 

Fixed maturity securities are comprised of bonds that are classified as available-for-sale and are carried at fair value with unrealized gains and losses, net of applicable income taxes, reported in accumulated other comprehensive income.  The amortized cost of fixed maturity securities available-for-sale is generally adjusted for amortization of premium and accretion of discount.

 

Interest income, as well as the related amortization of premium and accretion of discount, is included in net investment income under the effective yield method.  The amortized cost of fixed maturity securities available-for-sale is written down to fair value when a decline in value is considered to be other-than-temporary.

 

The Company evaluates the difference between the cost or amortized cost and estimated fair value of its investments to determine whether any decline in value is other-than-temporary in nature.  This determination involves a degree of uncertainty.  If a decline in the fair value of a security is determined to be temporary, the decline is recorded as an unrealized loss in stockholders’ equity.  If a decline in a security’s fair value is considered to be other-than-temporary, the Company then determines the proper treatment for the other-than-temporary impairment.  For fixed maturity securities, available-for-sale, the amount of any other-than-temporary impairment related to a credit loss is recognized in earnings and reflected as a reduction in the cost basis of the security; and the amount of any other-than-temporary impairment related to other factors is recognized in other comprehensive income (loss) with no change to the cost basis of the security.

 

The assessment of whether a decline in fair value is considered temporary or other-than-temporary includes management’s judgment as to the financial position and future prospects of the entity issuing the security.  It is not possible to accurately predict when it may be determined that a specific security will become impaired.  Future adverse changes in market conditions, poor operating results of underlying investments and defaults on mortgage loan payments could result in losses or an inability to recover the current carrying value of the investments, thereby possibly requiring an impairment charge in the future.

 

Likewise, if a change occurs in the Company’s intent to sell temporarily impaired securities prior to maturity or recovery in value, or if it becomes more likely than not that the Company will be required to sell such securities prior to recovery in value or maturity, a future impairment charge could result.  If an other-than-temporary impairment related to a credit loss occurs with respect to a bond, the Company amortizes the reduced book value back to the security’s expected recovery value over the remaining term of the bond.  The Company continues to review the security for further impairment that would prompt another write-down in the value.

 

Purchases and sales of securities are recorded on a trade-date basis.  Interest earned on investments is recorded on the accrual basis and is included in net investment income.

 

The Company’s mortgage loan portfolio is comprised of residential properties with loan to appraised value ratios below 72%. Mortgage loans are carried at current book value. 

 

The Company’s other long-term investments are comprised of lottery prize cash flows holdings held at amortized cost. They are categorized as other long-term investments in the statement of financial position and are assignments of the future rights from lottery winners purchased at a discounted price. Payments on these investments are made by state run lotteries.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, amounts due from banks and money market instruments.

 

Deferred Policy Acquisition Costs

 

Costs that relate to and vary with the successful production of new business are deferred over the life of the policy.  Deferred acquisition costs (“DAC”) consist of commissions and policy issuance, underwriting and agency expenses.  DAC expenses are amortized primarily over the premium-paying period of life policies and as profits emerge on annuity products.  Amortization uses the same assumptions as were used in computing liabilities for future policy benefits.

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

1.          Organization and Significant Accounting Policies (continued)

 

Deferred Sales Inducement Costs

 

Sales inducement costs (“SIC”) are related to policy bonuses issued on some of the Company’s annuity products.  SIC is deferred at the issuance of the policy and amortized over the shorter of the bonus period or the life of the policy based on the expected future profits of the business.  The amount deferred is based on the difference between the fund value with the bonus and the fund value without the bonus. There was $285,626 and $164,316 of SIC deferred at March 31, 2019 and December 31, 2018, respectively.  For the three months ended March 31, 2019 there was $126,159 of SIC deferred and $4,849 of SIC amortized. There was $26,175 of SIC deferred and $1,240 of SIC amortized for the three months ended March 31, 2018. 

 

Advances and Notes Receivable

 

Advances and notes receivable are recorded at unpaid principal balances.  Management evaluates the collectability of advances and notes receivable on the specific identification basis. Uncollectible amounts are reported in the results of operations in the year the determination is made.

 

Leased Property – Right to Use Asset

 

In February 2016, the FASB issued ASU 2016-02, Lease Accounting (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, a lessee is required to recognize assets and liabilities for leases with lease terms of more than twelve months.  The Company’s home office lease has a term greater than one year, and the Company recognizes on the balance sheet as of January 1, 2019 a right of use (“RoU”) operating lease asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. RoU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

 

Furniture and Equipment

 

Furniture and equipment are carried at cost less accumulated depreciation or amortization. Office furniture, equipment and EDP equipment is recorded at cost or fair value at acquisition less accumulated depreciation or amortization using the straight-line method over the estimated useful life of the respective assets of three to seven years.

 

Policyholders’ Account Balances

 

The Company’s liability for policyholders’ account balances represents the contract value that has accrued to the benefit of the policyholder as of the financial statement date. This liability is generally equal to the accumulated account deposits plus applicable bonus and interest credited less policyholders’ withdrawals and other charges assessed against the account balance. Interest crediting rates for individual annuities range from 3.24% to 5.00%.

 

Future Policy Benefits

 

Future policy benefit reserves have been computed by the net level premium method with assumptions as to investment yields, mortality and withdrawals based upon the Company’s experience.  The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of policy liabilities and the increase in future policy benefit reserves.  Management’s judgments and estimates for future policy benefit reserves provide for possible unfavorable deviation.

 

Common Stock

 

Common stock is fully paid, non-assessable and has a par value of $.01 per share.

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

1.          Organization and Significant Accounting Policies (continued)

 

Treasury Stock

 

Treasury stock, representing shares of the Company’s common stock that have been reacquired after having been issued and fully paid, are recorded at cost.

 

Federal Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes.  Deferred income taxes are provided for cumulative temporary differences between balances of assets and liabilities determined under GAAP and balances determined using tax bases.

 

Net Loss Per Common Share Outstanding

 

Net loss per common share is calculated using the weighted average number of common shares outstanding during the year. The weighted average common shares outstanding were 14,841,764 and 14,864,097 for the three months ended March 31, 2019 and 2018, respectively. 

 

Related Party Transactions

 

During 2018 the Company entered into an agreement with First Trinity Financial Corporation (“FTFC”) where FTFC will use its resources to source mortgages on real estate and lottery bonds.  FTFC will present to the Company investments based on criteria the Company has established.  The Company has the option to purchase the presented investment assets directly from the seller or to decline the purchase based on the Company’s analysis of the investment.  All mortgages and lottery bonds that were purchased by the Company in 2019 and 2018 were obtained through this agreement. The Chairman of the Company is also the Chairman, President and Chief Executive Officer of FTFC. 

 

Subsequent Events

 

Management has evaluated subsequent events for recognition and disclosure in the financial statements through the date the financial statements were available to be issued. 

 

Recent Accounting Pronouncements

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”).  ASU 2016-15 adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows, including, but not limited to: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions and (8) separately identifiable cash flows and application of the predominance principle.  ASU 2016-15 is effective, with retrospective adoption, for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Adoption of this guidance did not have any material impact on the Company’s financial condition or results of operations. 

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

1.          Organization and Significant Accounting Policies (continued)

 

In March 2017, the FASB issued ASU 2017-08, “Receivables-Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities” (“ASU 2017-08”).  ASU 2017-08 revises the amortization period for certain callable debt securities held at a premium, requiring the premium to be amortized to the earliest call date. Under current GAAP, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 with early adoption permitted. The Company is in the process of evaluating the securities the Company owns which were purchased at a premium to determine the impact this guidance will have on the consolidated financial statements. 

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – “Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”).  ASU 2016-01 provides guidance to improve certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Specifically, the guidance: (1) Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. (2) Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. (3) Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. (4) Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. (5) Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. (6) Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. (7) Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. (8) Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods.  The adoption of this guidance did not have a significant impact on the Company’s financial statements.

 

In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”).  ASU 2016-02 requires all lessees to recognize a lease liability and a right-of-use asset (“ROU”), measured at the present value of the future minimum lease payments, at the lease commencement date. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that fiscal year, with early adoption permitted. ASU 2016-02 requires the application of a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.

 

In July 2018, the FASB issued updated guidance (Accounting Standards Update 2018-11) that provides entities with an additional (and optional) transition method to adopt the new standard on leases.  Under this new transition method, an entity initially applies the new standard on leases at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.  Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which tit adopts the new standard on leases will continue to be in accordance with current GAAP (Topic 840, Leases).  An entity that elects this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840.

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

1.          Organization and Significant Accounting Policies (continued)

 

The Company adopted ASU 2016-02, as of January 1, 2019.  The Company elected to utilize the cumulative-effect adjustment to the opening balance of retained earnings for the year of adoption.  Accordingly, the Company’s reporting for the comparative periods prior to adoption continue to be presented in the financial statements in accordance with previous lease accounting guidance.  The Company also elected to apply all practical expedients applicable to the Company in the updated guidance for transition for the lease in effect at adoption, including using hindsight to determine the lease term of the existing leases, the option to not reassess whether an existing contract is a lease of contains a lease and whether the lease is an operating or finance lease.  The Company increased assets and liabilities by $331,065 at the adoption date. For the three months ending March 31, 2019 the company amortized $20,692 of the asset and liability.

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses” (“ASU 2016-13”).  ASU 2016-13 will change the way entities recognize impairment of financial assets by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, including, among others, held-to-maturity debt securities, mortgage loans, lottery prize receivables, trade receivables, and reinsurance recoverable. ASU 2016-13 requires a valuation allowance to be calculated on these financial assets and that they be presented on the financial statements net of the valuation allowance.  This methodology is referred to as the current expected credit loss model. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact of this guidance on the Company’s financial condition and results of operations.  However, currently the Company does not expect a material impact on the Company’s financial condition or results of operations from the adoption of this guidance. 

 

In January 2017, the FASB issued ASU 2017-04, “Intangibles — Goodwill and Other” (“ASU 2017-04”).  ASU 2017-04 will amend and simplify current goodwill impairment testing to eliminate Step 2 from the current provisions. Under the new guidance, an entity should perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying value and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity still has the option to perform the quantitative assessment for a reporting unit to determine if a quantitative impairment test is necessary. ASU 2017-04 will be effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.  As the Company currently has no Goodwill on its balance sheet, ASU 2017-04 is not expected to have an impact on the Company’s financial condition or results of operations. 

 

In August 2018, the FASB issued ASU 2018-12 Financial Services-Insurance (Topic 944) - Targeted Improvements to the Accounting for Long-Duration Contracts. This update is aimed at improving the Codification related to long-duration contracts which will improve the timeliness of recognizing changes in the liability for future policy benefits, simplify accounting for certain market-based options, simplify the amortization of deferred acquisition costs, and improve the effectiveness of required disclosures. The amendments require an insurance entity to review and update assumptions used to measure cash flows at least annually and to update discount rate assumption at each reporting date.  The amendment requires an insurance entity to measure all market risk benefits associated with deposit contracts at fair value, with change in fair value attributable to change in instrument-specific credit risk recognized in other comprehensive income.  Additionally, the amendment will simplify amortization of deferred acquisition costs and other balances amortized in proportion to premiums, gross profits, or gross margins and require those balances be amortized on constant level basis over expected term of related contract. Deferred acquisition costs are required to be written off for unexpected contract terminations but are not subject to impairment test.  The amendment further requires an insurance entity to add disclosures of disaggregated rollforwards of beginning to ending balances of the liability for future policy benefits, policyholder account balances, market risk benefits, separate account liabilities, and deferred acquisition costs. The insurance entity must also disclose information about significant inputs, judgments, assumptions, and methods used in measurement, including changes in those inputs, judgments, and assumptions, and the effect of those changes on measurement.  These updates are required to be applied retrospectively to the earliest period presented in the financial statements for periods beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

1.          Organization and Significant Accounting Policies (continued)

 

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No. 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. Entities may early adopt any eliminated or modified disclosure requirements and delay adoption of the additional disclosure requirements until their effective date. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

 

In February 2018, the FASB issued ASU 2018-02, “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”).  ASU 2018-02 was issued to address the income tax accounting treatment of the stranded tax effects within other comprehensive income from the prohibition of backward tracing due to an income tax rate change that was initially recorded in other comprehensive income. This issue came about from the enactment of the Tax Cuts and Jobs Act on December 22, 2017 that changed the Company’s income tax rate from 35% to 21%. The ASU changed current accounting whereby an entity may elect to reclassify the stranded tax effect from accumulated other comprehensive income to retained earnings. The ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The effects of the enactment of the Tax Cuts and Jobs Act and the adoption of ASU 2018-02 did not have a significant impact on the Company’s financial statements.

 

2.          Investments

 

Fixed Maturity Securities Available-For-Sale

 

Investments in fixed maturity securities available-for-sale as of March 31, 2019 and December 31, 2018 are summarized as follows:

 

           

Gross

   

Gross

         
   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 

March 31, 2019 (Unaudited)

 

Cost

   

Gains

   

Losses

   

Value

 

Fixed maturity securities

                               

Corporate bonds

  $ 7,030,751     $ 173,616     $ 58,476     $ 7,145,891  

Total fixed maturity securities

  $ 7,030,751     $ 173,616     $ 58,476     $ 7,145,891  

 

           

Gross

   

Gross

         
   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 

December 31, 2018

 

Cost

   

Gains

   

Losses

   

Value

 

Fixed maturity securities

                               

Corporate bonds

  $ 6,828,467     $ 25,916     $ 189,327     $ 6,665,056  

Total fixed maturity securities

  $ 6,828,467     $ 25,916     $ 189,327     $ 6,665,056  

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

2.          Investments (continued)

 

For securities in an unrealized loss position as of the financial statement dates, the estimated fair value, pre-tax gross unrealized loss and number of securities by length of time that those securities have been continuously in an unrealized loss position as of March 31, 2019 and December 31, 2018 are summarized as follows:

 

           

Unrealized

   

Number of

 

March 31, 2019 (Unaudited)

 

Fair Value

   

Loss

   

Securities

 

Fixed maturity securities

                       

Less than 12 months

                       

Corporate bonds

  $ 183,126     $ 1,913       1  
                         

Greater than 12 months

                       

Corporate bonds

    799,542       56,563       7  

Total fixed maturity securities

  $ 982,668     $ 58,476       8  

 

           

Unrealized

   

Number of

 

December 31, 2018

 

Fair Value

   

Loss

   

Securities

 

Fixed maturity securities

                       

Less than 12 months

                       

 Corporate bonds

  $ 4,321,663     $ 170,332       36  
                         

Greater than 12 months

                       

 Corporate bonds

    82,500       18,995       1  

Total fixed maturity securities

  $ 4,404,163     $ 189,327       37  

 

As of March 31, 2019, the one fixed maturity security in a less than 12-month loss position had a fair value to amortized cost ratio of 99%.  The fixed maturity securities in a loss position greater than 12-months had a fair value to amortized cost ratio of at least 86.7% as of March 31, 2019.  One fixed maturity security with a par value of $100,000 and currently in an unrealized loss position is below investment grade as rated by Standard and Poor’s as of March 31, 2019.  One additional fixed maturity security with a par value of $150,000 in a realized gain position is also below investment grade as of March 31, 2019. Two securities with a par value of $250,000 were below investment grade as rated by Standard and Poor’s as of December 31, 2018.

 

The Company’s decision to record an impairment loss is primarily based on whether the security’s fair value is likely to remain significantly below its book value based on all of the factors considered.  Factors that are considered include the length of time the security’s fair value has been below its carrying amount, the severity of the decline in value, the credit worthiness of the issuer and the coupon and/or dividend payment history of the issuer.  The Company also assesses whether it intends to sell or whether it is more likely than not that it may be required to sell the security prior to its recovery in value.

 

For any fixed maturity securities that are other-than-temporarily impaired, the Company determines the portion of the other-than-temporary impairment that is credit-related and the portion that is related to other factors.  The credit-related portion is the difference between the expected future cash flows and the amortized cost basis of the fixed maturity security, that difference is charged to earnings.  The non-credit-related portion representing the remaining difference to fair value is recognized in other comprehensive income (loss).

 

Only in the case of a credit-related impairment where management has the intent to sell the security, or it is more likely than not that it will be required to sell the security before recovery of its cost basis, is a fixed maturity security adjusted to fair value and the resulting losses recognized in realized gains (losses) in the consolidated statements of operations.  Any other-than-temporary impairments on equity securities are recorded in the consolidated statements of operations in the periods incurred as the difference between fair value and cost.

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

2.          Investments (continued)

 

Based on management’s review, the Company experienced no other-than-temporary impairments during the three months ended March 31, 2019 and the year ended December 31, 2018.

 

Management believes that the Company will fully recover its cost basis in the securities held as of March 31, 2019, and management does not have the intent to sell nor is it more likely than not that the Company will be required to sell such securities until they recover or mature.  The temporary impairments shown herein are primarily the result of the current interest rate environment rather than credit factors that would imply other-than-temporary impairment.

 

Net unrealized gains (losses) included in accumulated other comprehensive income for investments classified as available-for-sale are summarized as follows:

 

   

(Unaudited)

         
   

March 31,

2019

   

December 31,

2018

 

Unrealized appreciation (depreciation) on available-for-sale securities

  $ 115,140     $ (163,411

)

Adjustment to deferred acquisition costs

    (53

)

    630  

Deferred taxes

    (4,958

)

    -  

Net unrealized appreciation (depreciation) on available-for-sale securities

  $ 110,129     $ (162,781

)

 

The amortized cost and fair value of fixed maturity available-for-sale securities as of March 31, 2019, by contractual maturity, are summarized as follows:

 

   

(Unaudited)

 
   

Amortized Cost

   

Fair Value

 

Due after one year through five years

  $ 2,864,550     $ 2,936,962  

Due after five years through ten years

    2,916,526       2,988,001  

Due after ten years

    1,249,675       1,220,928  

Total fixed maturity securities

  $ 7,030,751     $ 7,145,891  

 

The amortized cost and fair value of other long-term investments as of March 31, 2019, by contractual maturity, are summarized as follows:

 

   

(Unaudited)

 
   

Amortized Cost

   

Fair Value

 

Due in one year or less

  $ 146,502     $ 148,883  

Due after one year through five years

    405,980       483,708  

Due after five years through ten years

    198,265       276,175  

Due after ten years

    8,787       15,786  

Total other long-term investments

  $ 759,534     $ 924,552  

 

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

2.          Investments (continued)

 

Mortgage Loans on Real Estate

 

The Company utilizes the ratio of the carrying value of individual mortgage loans compared to the individual appraisal value to evaluate the credit quality of its mortgage loans on real estate (commonly referred to as the loan-to-value ratio). Currently, all of the Company’s mortgage loans are loans on residential properties.  The Company’s mortgage loans on real estate by credit quality using this ratio as of March 31, 2019 and December 31, 2018 are summarized as follows:

 

Loan-To-Value-Ratio

 

(Unaudited)

March 31, 2019

 

 

December 31, 2018

 

70% to 80%

 

$

76,033

 

 

$

75,947

 

60% to 70%

 

 

569,582

 

 

 

573,506

 

50% to 60%

 

 

673,446

 

 

 

677,169

 

40% to 50%

 

 

115,993

 

 

 

118,408

 

Total

 

$

1,435,054

 

 

$

1,445,030

 

 

Major categories of net investment income for the three months ended March 31, 2019 and 2018 are summarized as follows:

 

   

For the Three Months Ended March 31,

 
   

2019

   

2018

 
                 

Fixed maturity securities

  $ 74,547     $ 47,911  

Other long-term assets

    12,075       -  

Mortgage loans

    25,427       -  

Short-term and other investments

    32,577       11,663  

Gross investment income

    144,626       59,574  

Investment expenses

    (8,055 )     -  

Net investment income

  $ 136,571     $ 59,574  

 

3.          Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) on the measurement date.  The Company also considers the impact on fair value of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity.

 

The Company holds fixed maturity securities that are measured and reported at fair market value on the consolidated statement of financial position.  The Company determines the fair market values of its financial instruments based on the fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The standard describes three levels of inputs that may be used to measure fair value, as follows:

 

Level 1 - Quoted prices in active markets for identical assets or liabilities. The Company has no Level 1 assets that would include securities traded in an active exchange market.

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

3.          Fair Value Measurements (continued)

 

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.  The Company’s Level 2 assets and liabilities include fixed maturity securities with quoted prices that are traded less frequently than exchange-traded instruments or assets and liabilities whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.  This category generally includes U.S. Government and agency mortgage-backed debt securities and corporate debt securities.

 

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.  Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.  This category generally includes investments where independent pricing information was not able to be obtained for a significant portion of the underlying assets.

 

The Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into the three-level fair value hierarchy.  If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.  A review of fair value hierarchy classifications is conducted on a quarterly basis.  Changes in the valuation inputs, or their ability to be observed, may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting the levels of the fair value hierarchy are reported as transfers in and out of the specific level category as of the beginning of the period in which the reclassifications occur.

 

The Company’s fair value hierarchy for those financial instruments measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018 are summarized as follows:

 

March 31, 2019 (Unaudited)

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Fixed maturity securities, available-for-sale

                               

Corporate bonds

  $ -     $ 7,145,891     $ -     $ 7,145,891  

Total fixed maturity securities

  $ -     $ 7,145,891     $ -     $ 7,145,891  

 

December 31, 2018

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Fixed maturity securities, available-for-sale

                               

Corporate bonds

  $ -     $ 6,665,056     $ -     $ 6,665,056  

Total fixed maturity securities

  $ -     $ 6,665,056     $ -     $ 6,665,056  

 

Fair values for Level 2 assets for the Company’s fixed maturity securities available-for-sale are primarily based on prices supplied by a third-party investment service.  The third-party investment service provides quoted prices in the market which use observable inputs in developing such rates.

 

The Company analyzes market valuations received to verify reasonableness and to understand the key assumptions used and the sources.  Since the fixed maturity securities owned by the Company do not trade on a daily basis, the third-party investment service prepares estimates of fair value measurements using relevant market data, benchmark curves, sector groupings and matrix pricing.  As the fair value estimates of the Company’s fixed maturity securities are based on observable market information rather than market quotes, the estimates of fair value on these fixed maturity securities are included in Level 2 of the hierarchy.  The Company’s Level 2 investments include corporate bonds.

 

The Company’s fixed maturity securities available-for-sale portfolio is highly liquid and allows for a high percentage of the portfolio to be priced through pricing services.

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

3.          Fair Value Measurements (continued)

 

Fair Value of Financial Instruments

 

The carrying amount and fair value of the Company’s financial assets and financial liabilities disclosed, but not carried, at fair value as of March 31, 2019 and December 31, 2018 and the level within the fair value hierarchy at which such assets and liabilities are measured on a recurring basis are summarized as follows:

 

Financial Instruments Disclosed, But Not Carried, at Fair Value:

 

   

March 31, 2019 (Unaudited)

 
   

Carrying

   

Fair

                         
   

Amount

   

Value

   

Level 1

   

Level 2

   

Level 3

 

Financial assets

                                       

Cash and cash equivalents

  $ 8,397,380     $ 8,397,380     $ 8,397,380     $ -     $ -  

Mortgages on real estate

    1,435,054       1,454,105       -       -       1,454,105  

Other long-term investments

    759,534       924,552       -       -       924,552  

Accrued investment income

    89,459       89,459       -       -       89,459  

Advances and notes receivable

    47,026       47,026       -       -       47,026  

Total financial assets

  $ 10,728,453       10,912,522     $ 8,397,380     $ -       2,515,142  
                                         

Financial liabilities

                                       

Policyholders’ account balances

  $ 5,814,446       4,632,023     $ -     $ -       4,632,023  

Policy claims

    30,545       30,545       -       -       30,545  

Total financial liabilities

  $ 5,844,991     $ 4,662,568     $ -     $ -     $ 4,662,568  

 

   

December 31, 2018

 
   

Carrying

   

Fair

                         
   

Amount

   

Value

   

Level 1

   

Level 2

   

Level 3

 

Financial assets

                                       

Cash and cash equivalents

  $ 6,511,652     $ 6,511,652     $ 6,511,652     $ -     $ -  

Mortgages on real estate

    1,445,030       1,457,196       -       -       1,457,196  

Other long-term investments

    449,461       539,544       -       -       539,544  

Accrued investment income

    76,668       76,668       -       -       76,668  

Advances and notes receivable

    14,360       14,360       -       -       14,360  

Total financial assets

  $ 8,497,171       8,599,420     $ 6,511,652     $ -     $ 2,087,768  
                                         

Financial liabilities

                                       

Policyholders’ account balances

  $ 3,165,519     $ 2,375,631     $ -     $ -     $ 2,375,631  

Policy claims

    28,306       28,306       -       -       28,306  

Total financial liabilities

  $ 3,193,825     $ 2,403,937     $ -     $ -     $ 2,403,937  

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

3.          Fair Value Measurements (continued)

 

The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies.  However, considerable judgment was required to interpret market data to develop these estimates.  Accordingly, the estimates are not necessarily indicative of the amounts which could be realized in a current market exchange.  The use of different market assumptions or estimation methodologies may have a material effect on the fair value amounts.

 

The following methods and assumptions were used in estimating the fair value disclosures for financial instruments in the accompanying financial statements and notes thereto:

 

Fixed Maturity Securities

 

The fair value of fixed maturity securities is based on the principles previously discussed as Level 1, Level 2 and Level 3.

 

Cash and Cash Equivalents, Accrued Investment Income and Advances and Notes Receivable

 

The carrying value of these financial instruments approximates their fair values due to the expected short-term nature until the cash settlement of these items.  Cash and cash equivalents are included in Level 1 of the fair value hierarchy due to their highly liquid nature.  Accrued investment income and advances and notes receivable are included in Level 3 of the fair value hierarchy due to little or no availability of market activity for these types of assets. 

 

Mortgages on Real Estate

 

The Company’s mortgage loan portfolio is comprised of residential properties with loan to appraised value ratios below 72%. The fair values for mortgage loans are estimated using discounted cash flow analyses. For residential mortgage loans, the discount rate used was indexed to the LIBOR yield curve adjusted for an appropriate credit spread.

 

Other Long-Term Investments

 

Other long-term investments are comprised of lottery prize receivables and fair value is derived by using a discounted cash flow approach. Projected cash flows are discounted using the average FTSE Pension Liability Index in effect at the end of each period.

 

Policyholders’ Account Balances

 

The fair value for liabilities under investment-type insurance contracts (accumulation annuities) is calculated using a discounted cash flow approach. Cash flows are projected using actuarial assumptions and discounted to the valuation date using risk-free rates adjusted for credit risk and the nonperformance risk of the liabilities.

 

The fair values for insurance contracts other than investment-type contracts are not required to be disclosed.

 

Policy Claims

 

The carrying amounts reported for these liabilities approximate their fair value.

 

4.          Income Taxes

 

The Company files a consolidated return with its subsidiary TRLS.  The Company’s other subsidiary TRLIC files a separate federal return for life insurance companies.  TRLIC is taxed as a life insurance company under the provisions of the Internal Revenue Code.  Life insurance companies must file separate tax returns until they have been a member of the consolidated filing group for five years.  Certain items included in income reported for financial statement purposes are not included in taxable income for the current period, resulting in deferred income taxes.

 

 

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2019

(Unaudited)

 

4.          Income Taxes (continued)

 

The Company has net operating loss carryforwards of approximately $3.6 million expiring in 2032 through 2037. The company also has $435,160 of loss carryforwards from 2018 and 2019 that will not expire.  A valuation allowance of $844,611 has been established for net operating losses arising from 2012 through 2019 since the Company has not demonstrated the ability to generate taxable income.  As of March 31, 2019, TRLIC has $1,530,232 in operating loss carryforwards that have originated since 2016.  In accordance with the Tax Cuts and Jobs Act of 2017, $588,407 of the operating loss carryforwards were generated prior to January 1, 2018 and will expire in 2031 and 2032.  Additionally, TRLIC has loss carryforwards of $941,825 from 2018 and 2019 which will not expire.   TRLIC’s operating loss carryforwards has a valuation allowance of $321,349 against it at March 31, 2019, as TRLIC has not yet demonstrated the ability to generate taxable income.  The utilization of those losses is restricted by the tax laws and some or all the losses may not be available for use.

 

The Company and its subsidiaries have no known uncertain tax benefits within its provision for income taxes.  In addition, the Company does not believe it would be subject to any penalties or interest relative to any open tax years and, therefore, have not accrued any such amounts.  The Company files U.S. federal income tax returns and income tax returns in various state jurisdictions.  The 2015 through 2018 U.S. federal tax years are subject to income tax examination by tax authorities.  The Company classifies any interest and penalties (if applicable) as income tax expense in the financial statements.  

 

5.          Concentrations of Credit Risk

 

The Company maintains cash and cash equivalents at multiple institutions.  The Federal Deposit Insurance Corporation insures non-interest-bearing accounts up to $250,000.  Uninsured balances aggregate $601,126 as of March 31, 2019.  The Company monitors the solvency of all financial institutions in which it has funds to minimize the exposure for loss.  The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

 

6.         Stock Incentive Plan

 

The Company’s Agent Stock Incentive Plan (“ASIP”) was approved in August 2018 by the Texas State Securities Board.  The plan awards shares of Texas Republic Capital Corporation common stock to agents based on certain production levels achieved in sales of life and annuity products.  Calculation of awards at December 31, 2018 are based on production for the period of August through December 2018.  The ASIP will issue 1,270 shares.

 

7.          Lease Commitment

 

The Company rents office space for certain administrative operations under an agreement that expires in 2022. The lease includes an option to extend or renew the lease term. The operating lease liability includes lease payments related to options to extend or renew the lease term only if the Company is reasonably certain of exercising those options. The exercise of the renewal option is at the Company's discretion; at this time there is uncertainty as to the Company exercising its renewal option so the option is not included in the determination of the present value calculation. In determining the present value of lease payments, the Company uses its incremental borrowing rate obtained from its main commercial bank.

 

Future payments under operating lease arrangements accounted for under ASC Topic 842 as of March 31, 2019 are as follows:

 

2019 (remaining)

  $ 67,720  

2020

    91,896  

2021

    93,593  

2022

    95,006  

Total operating lease payments, undiscounted

  $ 348,215  

Less: interest

    (37,842

)

Lease liability, at present value

  $ 310,373  

 

 

Item 2:           Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

Texas Republic Capital Corporation (“we” “us”, “our”, “TRCC” or the “Company”) was incorporated in May 2012 as a financial services holding company.  Between May 2012 and November 2013, we conducted an organizational offering and three private placements of our common stock.  From the organizational offering and private placements, we raised $10,336,500, incurred $1,215,569 of offering costs and issued 12,865,000 shares of our common stock.  During 2012, the funds raised, offering costs incurred and shares subscribed from the private placements were $5,051,300, $180,835 and 10,636,840, respectively.  During 2013, the funds raised, offering costs incurred and shares subscribed from the private placements were $5,285,200, $1,034,734 and 2,228,160, respectively.

 

We began an intrastate public offering of our common stock at a price per share of $5.00 on April 2, 2014 and completed that offering on April 2, 2017.  The Company raised $10,010,485 and incurred $1,444,127 of offering costs through the issuance of 2,002,097 shares of the Company’s common stock less treasury stock of 3,000 shares from the intrastate public stock offering.  During 2014, the funds raised, offering costs incurred and shares subscribed from the offering were $3,143,800, $576,613 and 628,760, respectively.  During 2015, the funds raised, offering costs incurred and shares subscribed from the offering were $1,901,925, $326,734 and 380,385, respectively.  During 2016 the funds raised, offering costs incurred and shares subscribed from the offering were $3,062,510, $330,516 and 612,502, respectively.  During 2017 the funds raised, offering costs incurred and shares subscribed from the offering were $1,902,250, $210,264 and 380,450, respectively. 

 

 The Texas Department of Insurance approved TRLIC’s life insurance charter on August 1, 2016.  The Company capitalized TRLIC with $3,000,000 and owns 100% of TRLIC.  TRLIC began insurance operations on April 3, 2017 and is currently selling life and annuity products in the state of Texas.  During 2018 TRCC made capital contributions of $2,000,000 and $750,000 bringing the total capitalization of TRLIC to $5,750,000. Texas Republic Life Solutions (“TRLS”), an insurance agency, was incorporated February 1, 2017.  The Company capitalized TRLS with $50,000 and owns 100% of TRLS.  During 2018 TRCC made a capital contribution of $100,000 bringing the total capitalization of TRLIC to $150,000.

 

We are a financial services holding company and have incurred significant net losses since our inception. As of March 31, 2019, we had an accumulated deficit of $5,822,553. These losses have resulted from costs incurred while raising capital and start-up costs related to our insurance operations. We expect to continue to incur operating losses until we achieve a volume of inforce life insurance policies that provides premiums and investment income which are sufficient to cover our operating costs.

 

Critical Accounting Policies and Significant Judgments and Estimates

 

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. On a continuing basis, we evaluate our estimates and assumptions.

 

We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following accounting policies, judgments and estimates are the most critical to the preparation of our consolidated financial statements.

 

Investments

 

Fixed maturity securities are comprised of bonds that are classified as available-for-sale and are carried at fair value with unrealized gains and losses, net of applicable income taxes, reported in accumulated other comprehensive income.  The amortized cost of fixed maturity securities available-for-sale is generally adjusted for amortization of premium and accretion of discount.

 

Interest income, as well as the related amortization of premium and accretion of discount, is included in net investment income under the effective yield method.  The amortized cost of fixed maturity securities available-for-sale is written down to fair value when a decline in value is considered to be other-than-temporary.

 

 

The Company evaluates the difference between the cost or amortized cost and estimated fair value of its investments to determine whether any decline in value is other-than-temporary in nature.  This determination involves a degree of uncertainty.  If a decline in the fair value of a security is determined to be temporary, the decline is recorded as an unrealized loss in stockholders’ equity.  If a decline in a security’s fair value is considered to be other-than-temporary, the Company then determines the proper treatment for the other-than-temporary impairment.  For fixed maturity securities available-for-sale, the amount of any other-than-temporary impairment related to a credit loss is recognized in earnings and reflected as a reduction in the cost basis of the security; and the amount of any other-than-temporary impairment related to other factors is recognized in other comprehensive income (loss) with no change to the cost basis of the security.

 

The assessment of whether a decline in fair value is considered temporary or other-than-temporary includes management’s judgment as to the financial position and future prospects of the entity issuing the security.  It is not possible to accurately predict when it may be determined that a specific security will become impaired.  Future adverse changes in market conditions, poor operating results of underlying investments and defaults on mortgage loan payments could result in losses or an inability to recover the current carrying value of the investments, thereby possibly requiring an impairment charge in the future.

 

Likewise, if a change occurs in the Company’s intent to sell temporarily impaired securities prior to maturity or recovery in value, or if it becomes more likely than not that the Company will be required to sell such securities prior to recovery in value or maturity, a future impairment charge could result.  If an other-than-temporary impairment related to a credit loss occurs with respect to a bond, the Company amortizes the reduced book value back to the security’s expected recovery value over the remaining term of the bond.  The Company continues to review the security for further impairment that would prompt another write-down in the value.

 

Purchases and sales of securities are recorded on a trade-date basis.  Interest earned on investments is recorded on the accrual basis and is included in net investment income.

 

The Company’s mortgage loan portfolio is comprised of residential properties with loan to appraised value ratios below 72%. Mortgage loans are carried at current book value. The fair values for mortgage loans are estimated using discounted cash flow analyses. For residential mortgage loans, the discount rate used was indexed to the LIBOR yield curve adjusted for an appropriate credit spread.

 

The Company’s other long-term investments are comprised of lottery prize cash flows holdings held at amortized cost. They are categorized as other long-term investments in the statement of financial position and are assignments of the future rights from lottery winners purchased at a discounted price. Payments on these investments are made by state run lotteries.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, amounts due from banks and money market instruments.

 

Deferred Policy Acquisition Costs

 

Costs that relate to and vary with the successful production of new business are deferred over life of the policy.  Deferred acquisition costs, (DAC), consist of commissions and policy issuance, underwriting and agency expenses.  DAC expenses are amortized primarily over the premium-paying period of life policies and as profits emerge on the annuity products, using the same assumptions as were used in computing liabilities for future policy benefits.

 

Deferred Sales Inducement Costs

 

Sales inducement costs (SIC) are related to policy bonuses issued on some of the Company’s annuity products.  SIC is deferred at the issuance of the policy and amortized over the shorter of the bonus period or the life of the policy based on the expected future profits of the business.  The amount deferred is based on the difference between the fund value with the bonus and the fund value without the bonus. 

 

Policyholders’ Account Balances

 

The Company’s liability for policyholders’ account balances represents the contract value that has accrued to the benefit of the policyholder as of the financial statement date. This liability is generally equal to the accumulated account deposits plus applicable bonus and interest credited less policyholders’ withdrawals and other charges assessed against the account balance. Interest crediting rates for individual annuities range from 3.24% to 5.00%.

 

 

Future Policy Benefits

 

Future policy benefit reserves have been computed by the net level premium method with assumptions as to investment yields, mortality and withdrawals based upon the Company’s experience.  The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of policy liabilities and the increase in future policy benefit reserves.  Management’s judgments and estimates for future policy benefit reserves provide for possible unfavorable deviation.

 

Income Taxes

 

We evaluate our deferred income tax assets, which partially offset our deferred tax liabilities, for any necessary valuation allowances. In doing so, we consider our ability and potential for recovering income taxes associated with such assets, which involve significant judgment. Revisions to the assumptions associated with any necessary valuation allowances would be recognized in the financial statements in the period in which such revisions are made.

 

Results of Operations – Three Months Ended March 31, 2019 and 2018

 

Revenues 

 

Our revenues are from the initial sales of insurance products and investment income from investments in fixed maturity available-for-sale securities, mortgages and other assets.  Revenue included $118,392 from sales of life insurance for the three months ended March 31, 2019 compared to $77,468 for the three months ended March 31, 2018.  The increased revenue in 2019 was the result of renewal premium of $37,474 in 2019 that was not earned during 2018 as we did not begin selling policies until April 2017 resulting in no renewal income in first three months of 2018.  The Company also accepted annuity deposits of $2,567,302 in the three months ended March 31, 2019 compared to $647,825 in the three months ended March 31, 2018. Annuity deposits will generate revenue on investments but are not classified as revenue for GAAP reporting.

 

Investment income was $136,571 for the three months ending March 31, 2019 compared to $59,574 for the three months ended March 31, 2018.  During 2018 the Company invested in mortgage loans on real estate, lottery bonds and corporate bonds to increase investment yields to support interest expense on our annuity deposits. The Company also moved all non-operating cash to interest bearing money market accounts. Total revenues were $258,496 for the three months ended March 31, 2019, an increase of $121,231 from $137,265 for the three months ended March 31, 2018.

 

Expenses

 

Our expenses relate to operating a financial services holding company, a life insurance company and an insurance agency.

 

Expenses were $635,414 for the three months ended March 31, 2019, an increase of $168,976 from $466,438 for three months ended March 31, 2018.

 

Total Benefits and Claims – Increases to policyholder liabilities increased benefits and claims expense $24,617 for the three months ended March 31, 2019.  The increase is consistent life renewals and with the increased insurance sales compared to 2018.

 

Commissions – Commission expense increased $39,381 for the three months ended March 31, 2019.  The increase is consistent with the increased insurance sales which were $1,960,401 higher than the three months ended March 31, 2018.

 

Salaries and Wages – Salary expense increased $67,572 for the three months ended March 31, 2019. The increase is due to the addition of staff in the first quarter of 2019 and the addition of salaried sales agents in the fourth quarter 2018.  Additionally, increases to existing salaries added to the variance.

 

Net Loss

 

The net loss was $376,918, or $(0.03) per common share issued and outstanding for the three months ended March 31, 2019 compared to a net loss of $329,173, or $(0.02) per share, for the three months ended March 31, 2018.  The minimal increase in the net loss for the three months ending March 31, 2019, was primarily attributable to the increase in expenses described above. We expect our losses to continue in the near future as we incur increased costs to grow our life insurance business.  The weighted average common shares outstanding and subscribed were 14,841,764 and 14,864,097 for the three months ended March 31, 2019 and 2018, respectively. 

 

 

Financial Position – As of March 31, 2019 and December 31, 2018

 

Total assets of the Company increased from $15,732,993 as of December 31, 2018 to $18,942,277 as of March 31, 2019, an increase of $3,209,284.

 

Cash increased $1,885,728 due to $2,567,302 in annuity sales during the three months ended March 31, 2019. We are investing to maximize yields to support the insurance operations, however the sales in the first three months significantly outpaced our ability to secure quality investments. All non-operating cash is held in interest bearing accounts.

 

The Company did invest some annuity deposits in fixed maturity securities and other assets (lottery bonds).  The increase in lottery bonds of $310,073 are directly related to annuity deposits in Texas Republic Life Insurance Company.  The increase of $480,835 in fixed maturity securities was due to purchases as well as unrealized gains on existing securities.

 

Policyholder liabilities include benefit reserves for both life and annuity policies, claim reserves, deposit funds and advance premiums.  Policyholder liabilities increased $3,039,151 at March 31, 2019 compared to December 31, 2018.  The increase is directly related to the increase of inforce life insurance and the liability for annuity deposits.

 

Total shareholders’ equity of the Company decreased from $12,028,873 as of December 31, 2018 to $11,874,865 as of March 31, 2019.  The decrease is mainly due to the net loss from operations of $376,918.  Somewhat offsetting the net loss was a favorable change in unrealized gains on fixed income securities increasing equity by $272,910.

 

Liquidity and Capital Resources

 

Since inception, our operations have been financed primarily through an organizational offering, three private placement offerings and an intrastate public stock offering. Through April 2, 2017, we received $20,346,985 from the sale of 14,867,097 shares and incurred offering costs of $2,659,696.  During 2017 and 2016 we paid $5,000 and $10,000 for 1,000 and 2,000 shares of Company’s common stock that is held as treasury stock, respectively.  During 2018 the Company’s subsidiary, TRLIC purchased 14,000 shares for distribution under its Stock Incentive Plan. During 2019 TRLIC purchased an additional 50,000 shares for distribution under its Stock Incentive Plan. These shares are held as treasury shares in the consolidated financials. Our operations have not been profitable and have generated significant operating losses since we were incorporated in 2012.

 

We had cash and cash equivalents totaling $8,397,380 and $6,511,652 as of March 31, 2019 and December 31, 2018, respectively.  The Company maintains cash and cash equivalents at multiple institutions.  The Federal Deposit Insurance Corporation insures interest and non-interest-bearing accounts up to $250,000.  Uninsured balances aggregate $601,126 and $534,014 as of March 31, 2019 and December 31, 2018 respectively.  Other funds are invested in mutual funds that invest in U.S. government securities.  We monitor the solvency of all financial institutions in which we have funds to minimize the exposure for loss.  The Company has not experienced any losses in such accounts.

 

Capital provided from the public offering will provide a considerable amount of operating funds for current and future operations.  The operations of TRLIC should provide ample cash flows from premium income and investment income to meet operating requirements.  Life insurance contract liabilities are generally long term in nature and are generally paid from future cash flows.

 

We believe that our existing cash and cash equivalents will be sufficient to fund our anticipated operating expenses and capital expenditures for at least 12 months. We have based this estimate upon assumptions that may prove to be wrong and we could use our capital resources sooner than we currently expect. The growth of TRLIC may require additional capital as it continues to grow.  As discussed above, the Company capitalized TRLIC with $3,000,000 cash during the third quarter of 2016 and capitalized TRLS with $50,000 during the second quarter of 2018.  During 2018 TRCC made capital contributions of $2,000,000 and $750,000 to TRLIC bringing the total capitalization of TRLIC to $5,750,000. Also, during 2018 TRCC made a capital contribution of $100,000 to TRLS bringing the total capitalization of TRLS to $150,000.

 

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements.

 

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

Certain statements contained herein are forward-looking statements. The forward-looking statements are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, and include estimates and assumptions related to economic, competitive and legislative developments. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “estimates,” “will” or words of similar meaning; and include, but are not limited to, statements regarding the outlook of our business and financial performance. These forward-looking statements are subject to change and uncertainty, which are, in many instances, beyond our control and have been made based upon our expectations and beliefs concerning future developments and their potential effect upon us.

 

There can be no assurance that future developments will be in accordance with our expectations, or that the effect of future developments on us will be as anticipated. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties. There are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements.

 

These factors include among others:

 

  

 

general economic conditions and financial factors, including the performance and fluctuations of fixed income, equity, real estate, credit capital and other financial markets;

  

 

differences between actual experience regarding mortality, morbidity, persistency, surrenders, investment returns, and our pricing assumptions establishing liabilities and reserves or for other purposes;

  

 

the effect of increased claims activity from natural or man-made catastrophes, pandemic disease, or other events resulting in catastrophic loss of life;

  

 

inherent uncertainties in the determination of investment allowances and impairments and in the determination of the valuation allowance on the deferred income tax asset;

  

 

investment losses and defaults;

  

 

competition in our product lines;

  

 

attraction and retention of qualified employees and agents;

 

 

ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks;

  

 

the availability, affordability and adequacy of reinsurance protection;

  

 

the effects of emerging claim and coverage issues;

  

 

the cyclical nature of the insurance business;

   

 

interest rate fluctuations;

  

 

changes in our experiences related to deferred policy acquisition costs;

  

 

the ability and willingness of counterparties to our reinsurance arrangements and derivative instruments to pay balances due to us;

  

 

rating agencies’ actions;

  

 

domestic or international military actions;

  

 

the effects of extensive government regulation of the insurance industry;

  

 

changes in tax and securities law;

  

 

changes in statutory or U.S. generally accepted accounting principles (“GAAP”), practices or policies;

  

 

regulatory or legislative changes or developments;

  

 

the effects of unanticipated events on our disaster recovery and business continuity planning;

  

 

failures or limitations of our computer, data security and administration systems;

  

 

risks of employee error or misconduct;

  

 

the introduction of alternative healthcare solutions; 

 

 

the assimilation of life insurance businesses we acquire and the sound management of these businesses; and

 

 

the availability of capital to expand our business.

 

It is not our corporate policy to make specific projections relating to future earnings, and we do not endorse any projections regarding future performance made by others.  In addition, we do not publicly update or revise forward-looking statements based on the outcome of various foreseeable or unforeseeable developments.

 

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (“Certifying Officers”), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 as amended (“Exchange Act”) as of the end of the fiscal period covered by this Quarterly Report on Form 10-Q.  Based upon such evaluation, the Certifying Officers have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is made known to management, including our Certifying Officers, as appropriate, to allow timely decisions regarding disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

Changes to Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

PART II - OTHER INFORMATION

 

Item 1.  Legal Proceedings.

 

None

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

The Company sold 4,375,000 common shares at $.02 per share to its organizing shareholders in May of 2012 for total proceeds of $87,500.  Subsequently, the Company completed three private placement stock offerings which raised $10,249,000 through the issuance of 8,490,000 shares from the private placement offerings in 2012 and 2013, including a private placement of 2,000,000 shares for $5,000,000 between February and November 2013.  All of these shares were sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the “1933 Act”) contained in Securities and Exchange Commission (“SEC”) Regulation D, Rule 506.  No underwriter was involved in connection with the issuance of our shares, and we paid no finder’s fees in the private placements.

 

On April 2, 2014, the Company commenced an offering of 5,000,000 shares of common stock at $5.00 per share ($25,000,000 maximum) with a 10% over sale provision, in an intrastate public offering registered with the Texas State Securities Board.  This offering was concluded on April 2, 2017 and was sold only to Texas residents pursuant to an exemption from the 1933 Act contained in Section 3(a)(11) of the 1933 Act and Rule 147 promulgated by the SEC.  It was sold by issuer agents registered with the Texas State Securities Board.  The Company raised $10,010,485 and paid commissions of $999,349 from the sale of 2,002,097 shares in this offering.  Through March 31, 2019 the Company paid $100,000 for 67,000 shares of the Company’s common stock (treasury stock).  Proceeds have been used for working capital and the capitalization of a life insurance company and insurance agency.

 

Item 3.  Defaults Upon Senior Securities.

 

None

 

Item 4.  Mine Safety Disclosures

 

None

 

Item 5.  Other Information

 

None

 

Item 6. Exhibits

 

31.1

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

 

 

31.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

 

 

32.1

Section 1350 Certification of Principal Executive Officer

 

 

32.2

Section 1350 Certification of Principal Financial Officer

 

 

101.INS**

XBRL Instance

 

 

101.SCH**

XBRL Taxonomy Extension Schema

 

 

101.CAL**

XBRL Taxonomy Extension Calculation

 

 

101.DEF** 

XBRL Taxonomy Extension Definition

 

 

101.LAB** 

XBRL Taxonomy Extension Labels

 

 

101.PRE** 

XBRL Taxonomy Extension Presentation

 

 

**XBRL

Information is furnished and not filed as part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

SIGNATURES

 

In accordance with requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

TEXAS REPUBLIC CAPITAL CORPORATION

a Texas corporation

 

 

 

 

May 15, 2019

By:

/s/ Timothy R. Miller

 

 

 

Timothy R. Miller, President and Chief Executive Officer 

 

 

 

 

 

 

 

 

May 15, 2019

By:

/s/ Thomas F. Kopetic

 

 

 

Thomas F. Kopetic, Chief Financial Officer 

 

 

 

 

 

 

 

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