DE0000355379false00003553792022-05-162022-05-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2022

Midwest Holding Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

DELAWARE

(State or other jurisdiction

 

001-39812

(Commission File Number)

 

20-0362426

(IRS Employer Identification No.)

of incorporation)

 

 

2900 South 70th Street, Suite 400

Lincoln, Nebraska 68506
(Address of principal executive offices) (Zip Code)

(402489-8266

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):\

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Voting Common Stock, $0.001 par value

MDWT

NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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

Item 2.02 Results of Operations and Financial Condition.

 

On May 16, 2022, Midwest Holding Inc. (the “Company”) issued a press release announcing its financial and operating results for the three months ended March 31, 2022. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.

 

Description

99.1 

 

104

Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURE

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

Dated: May 16, 2022

MIDWEST HOLDING INC.

By: /s/ Georgette Nicholas

Name: Georgette Nicholas

Title: Chief Executive Officer

Exhibit 99.1

LINCOLN, Neb.May 16, 2022 /PRNewswire/ -- Midwest Holding Inc. ("Midwest") (NASDAQ: MDWT), today announced financial results for the first quarter of 2022.

First Quarter 2022 Highlights:

GAAP net income was $187,000 compared to a $(1.6) million GAAP net loss incurred in the first quarter of 2021. GAAP earnings were 5 cents per share (diluted) versus the (43) cent per-share loss in Q1 2021.
GAAP total revenue was $2.6 million compared to the negative total revenue of $(614,000) in the first quarter of 2021. Driving the year-over-year improvement in total revenue was increased net investment income, as invested assets grew to $1.1 billion as of March 31, 2022, compared with $693 million as of March 31, 2021, along with service fee revenue.
Annuity direct written premium under statutory accounting principles ("SAP"), a non-GAAP measure, was $98.1 million compared with $123.7 million in 2021's first quarter and $104.2 million in the fourth quarter of 2021. The mix of our new business was 26% Multiyear Guaranteed Annuities (MYGA) and 74% Fixed Income Annuities (FIA).
Ceded premiums (SAP) were $40.1 million compared with $47.5 million in the year-earlier quarter. The cession rate, or that portion of our written premiums that we reinsured, was 40.9% compared with 38.4%.
Total expenses benefited from negative interest credited due to the fall in value of the options embedded in our liabilities and the gain on mark-to-market value of the options allowance classified in other operating expenses.

Georgette Nicholas, CEO of Midwest noted, "During the first quarter, we took action to position the Company for further growth relating to pricing, products, and investing in technology and foundational capabilities.  We saw encouraging trends in premiums written at the end of the first quarter and into the second quarter.  We are benefiting from movements in interest rates in our investment portfolio along with the capabilities we have been developing and saw service fee revenue continue to grow.  Overall, the first quarter has provided a base for us to continue to expand on."

Ms. Nicholas concluded: "Our opportunities are substantial to build on the value of our platform.  The focus of the team continues to be on the key drivers of growth and profitability: Deepening distribution relationships, state expansion to achieve sales growth, reinsurance, investment management, and operational readiness and efficiency. With these five keys to our strategy, we will deliver on our commitment to shareholders to produce strong growth paired with a high return on capital."

Q1 2022 versus Q1 2021 on a GAAP basis

Midwest reported GAAP net income of $187,000 in the first quarter of 2022 compared to a $(1.6) million GAAP net loss incurred in the first quarter of 2021. On a diluted, per-share basis, this year's quarterly net income was 5 cents compared with the (43)-cent per-share loss reported in the first quarter of 2021.  

Investment income in 2022's first quarter was $6.2 million compared with $2.9 million in the prior- year's quarter.  Driving the change was an increase in invested assets and from performance on those assets benefiting from core capabilities developed on sourcing assets with higher yield generating approximately a 5.5% return on the investment portfolio. 

Amortization of deferred gain on reinsurance reached $970,000 in first quarter of 2022 compared with $461,000 in the first quarter of 2021 primarily due to growth in the deferred gain on co-insurance on our balance sheet, which reflects ceding commissions received on reinsurance of business to third parties.

Service fee revenue rose to $1.1 million versus $438,000 in the year-earlier March quarter.   Service fee revenue consists of fee revenue generated for our asset-management services provided to third-party clients. Assets under management for third parties was $455.4 million at March 31, 2022.

1


Other revenue finished at $448,000 compared with $249,000 in the prior-year quarter.   Other revenue consists primarily of revenue we generate by providing ancillary services, such as policy administration, to third parties and policy surrender charges. 

Our total expenses on a GAAP basis were a negative $3.3 million versus a negative $445,000 in the prior- year's quarter.   Total expenses were helped by negative interest credited due to the decrease in value of the options embedded in our liabilities of $2.0 million and an increase in mark-to-market value of our options allowance of $6.4 million. Salaries and benefits were $4.3 million in Q1 2022 compared to $2.9 million in Q1 2021 as we added personnel, built processes, and worked on technology initiatives.

Guidance

We continue to see intense competition in the annuity market through aggressive pricing.  We have taken actions to maintain a competitive position and have seen positive results from these actions and improved sales momentum into the second quarter.  

State expansion efforts remains a key priority. We have active applications in process and anticipate additional filings this quarter and expect to have more to say on this later in the year.

Given these dynamics, we are affirming our guidance for 2022 based on our current view of our business and the annuity sales market.  Anticipated premiums written are expected to be in the range of $500 million to $600 million (SAP), influenced by state expansion, independent marketing organization ("IMO") expansion reallocated personnel and other initiatives.   We continue to expect the mix in product sales to be consistent with that of 2021. 

The goal is to cede, on average, approximately 70-90% of our premium in the year to generate ceded commission fees and manage capital.   Demand from our reinsurance partners is strong and we have capacity in place to cover anticipated written premium through existing reinsurers that have the potential to grow along with additional potential reinsurance transactions in the pipeline.

We are working to bring general and administrative expenses on a management basis, a non-GAAP measure, to be approximately $27 to 28 million for the full year 2022.

Finance Team Update

The Company also announced today that it has transitions on its finance team. Daniel S. Maloney will be joining as the Executive Vice President of Accounting and Finance on May 23, 2022. Mr. Maloney is a Certified Public Accountant with more than 30 years of experience in the insurance industry at companies including Players Health, Horace Mann, American Fidelity, and AIG. He has a background in public accounting.  He has worked in various finance roles related to SEC reporting, statutory reporting, and controllership. Eric N. Berg will be stepping down as Senior Vice President and Chief Financial Officer, effective May 16, 2022. Mr. Berg's departure is not related to any disagreement relating to the Company's accounting, strategy, management, operations, policies, regulatory matters, or practices (financial or otherwise).

Ms. Nicholas will serve as both the CEO and the Chief Financial Officer in the interim.  The Company will initiate a search to find its next Chief Financial Officer and will consider internal and external candidates in due course.

Q1 2022 Key Performance Indicators and Non-GAAP Financial Measures

In addition to GAAP measures, Midwest's management utilizes a series of key performance indicators (KPIs) and non-GAAP measures to, among other things:

1)  monitor and evaluate the performance of our business operations and financial performance;

2


2)  facilitate internal comparisons of the historical operating performance of our business operations;

3)  review and assess the operating performance of our management team;

4)  analyze and evaluate financial and strategic planning decisions regarding future operations;

5)  plan for and prepare future annual operating budgets and determine appropriate levels of operating investments; and

6)  facilitate comparison of results between periods and to better understand the underlying historical trends in our business and prospects. 

These non-GAAP measures are not a substitute for GAAP measures; however, management believes that when used in conjunction with the GAAP measures, the non-GAAP measures can contribute to investors' understanding of our business. Non-GAAP financial measures used by us may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. These non-GAAP financial measures should be considered along with, but not as alternatives to, our operating performance measures as prescribed by GAAP.

Annuity Premiums (a KPI)

For the first quarter of 2022, annuity direct written premiums were $98.1 million compared with $123.7 million in the first quarter of 2021 reflecting competitive annuity sales environment.    Ceded premiums were $40.1 in 2022's first quarter compared with $47.5 million in the first quarter of 2021.  Of the first quarter 2022 sales of $98.1 million, approximately 26 % was in the MYGA category and the remaining 74 % consisted of sales of FIAs.

Three months ended March 31, 

(In thousands)

2022

2021

Annuity Premiums (SAP)

Annuity direct written premiums

$

98,111

$

123,654

Ceded premiums

(40,141)

(47,464)

Net premiums retained

$

57,970

$

76,190

Fees Received for Reinsurance (a KPI)

We use this non-GAAP figure to measure our efforts to secure third-party capital to back our reinsurance programs.   Fees Received for Reinsurance sums two components: Amortization of deferred gain on reinsurance, which is a line item in our Consolidated Statements of Comprehensive Income (Loss), and deferred coinsurance ceding commission, which is a line item in our Consolidated Statements of Cash Flows.

3


For the first quarter of 2022, fees received for reinsurance totaled $2.4 million compared with $2.9 million in the first quarter of 2021.

Three months ended March 31, 

(In thousands)

2022

    

2021

Fees received for reinsurance(1)

Fees received for reinsurance - total

$

2,430

$

2,859

General and Administrative Expenses (a non-GAAP measure)

We monitor this figure to track our overhead.   It includes salary and benefits and other operating expenses; however, it excludes non-cash stock-based compensation and the non-cash mark-to-market-adjustment of our option budget allowance.

G&A expense in the March 2022 quarter was $8.9 million compared with $5.3 million in the prior year's March quarter.   The increase was to support the potential growth in the business and reflected costs incurred to attract talent, for legal and consulting to support transactions, investment structures, state expansion efforts, and technology initiatives.

Three months ended March 31,

2022

    

2021

G&A

Salaries and benefits - GAAP

$

4,318

$

2,927

Other operating expenses - GAAP

(1,822)

(1,529)

Subtotal

2,496

1,398

Adjustments:

Less: Stock-based compensation

(32)

(261)

Less: Mark-to-market option allowance

6,386

4,115

G&A

$

8,850

$

5,252

Management Expenses (a non-GAAP measure)

We use this metric to monitor the expenses of our business on a cash basis.   Importantly, we exclude from the calculation of management expenses the index interest credited related to our FIAs because this expense is hedged.   Instead, we add back to Management Expenses the period's amortization of options previously purchased to provide this hedge. We view this amortized cost as our true cost of funds.   Management Expenses also excludes the mark-to-market adjustment of our option budget allowance. Management Expenses and non-cash stock-based compensation.

4


For the three months ended March 31, 2022, the sum of salaries and benefits and other operating expenses totaled $2.5 million compared to $1.4 million for the three months ended March 31, 2021. For the three months ended March 31, 2022, as disclosed above, included in these expenses is mainly salaries, benefits and other operating expenses, along with $6.4 million of non-cash mark-to-market option allowance of our derivative option allowance, which we exclude in our management G&A.

Three months ended March 31,

2022

    

2021

Management Interest Credited

Interest credited - GAAP

$

(6,674)

$

(2,346)

Adjustments:

Less: FIA interest credited - GAAP

7,764

2,819

Add: FIA options cost - amortized

1,953

1,316

Management interest credited

$

3,043

$

1,789

Three months ended March 31,

2022

    

2021

Reconciliation - Management Expenses to GAAP Expenses

Total expenses - GAAP

$

(3,327)

$

(445)

Adjustments:

Less: Benefits

Less: Stock-based compensation

(32)

(261)

Less: Mark-to-market option allowance

6,386

4,115

Less: FIA interest credited - GAAP

7,764

2,819

Add: FIA options cost - amortized

1,953

1,316

Management expenses - total

$

12,744

$

7,544

SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this release constitute forward-looking statements. These statements are based on management's expectations, estimates, projections and assumptions. In some cases, you can identify forward-looking statements by terminology including "could," "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "intend," or "continue," the negative of these terms, or other comparable terminology used in connection with any discussion of future operating results or financial performance. These statements are only predictions and reflect our management's good faith present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Factors that may cause our actual results to differ materially from those contemplated or projected, forecast, estimated or budgeted in such forward-looking statements include among others, the following possibilities:

intense competition, including the intensification of price competition, competitive pressures from established insurers with greater financial resources, the entry of new competitors, and the introduction of new products by new and existing competitors;
our business plan, particularly including our reinsurance strategy, may not prove to be successful;
our reliance on third-party insurance marketing organizations to market and sell our annuity insurance products through a network of independent agents;
adverse changes in our ratings obtained from independent rating agencies;

5


failure to maintain adequate reinsurance;
our inability to expand our insurance operations outside the 21 states and District of Columbia in which we are currently licensed;
our annuity insurance products may not achieve significant market acceptance;
we may continue to experience operating losses in the foreseeable future;
the possible loss or retirement of one or more of our key executive personnel;
adverse state and federal legislation or regulation, including decreases in rates, limitations on premium levels, increases in minimum capital and reserve requirements, benefit mandates and tax treatment of insurance products;
fluctuations in interest rates causing a reduction of investment income or increase in interest expense and in the market value of interest-rate sensitive investment;
failure to obtain new customers, retain existing customers, or reductions in policies in force by existing customers;
higher service, administrative, or general expense due to the need for additional advertising, marketing, administrative or management information systems expenditures;
changes in our liquidity due to changes in asset and liability matching;
possible claims relating to sales practices for insurance products; and
lawsuits in the ordinary course of business.

Earnings Teleconference information and Details

Midwest Holding has announced plans to host a conference call to discuss financial and operating results for the first quarter of 2022 on May 17, 2022 at 8:30 a.m. Eastern Time. The Company also posted those results on the investor relations section of its website at https://ir.midwestholding.com after the close of the financial markets on May 16, 2022.  

To register for this conference call, please go to this link https://www.incommglobalevents.com/registration/q4inc/10823/midwest-holding-inc-q12022/ 
Registrants will receive confirmation with dial-in details. 

The call may also be accessed via webcast, using this link https://events.q4inc.com/attendee/588008611

A replay of the webcast will be made available after the call on the Investor Relations page of the Company's website at https://ir.midwestholding.com

About Midwest Holding Inc.

Midwest Holding Inc. is a growing, technology-enabled, services-oriented annuity platform. Midwest designs and develops annuity products that are distributed through independent distribution channels, to a large and growing demographic of U.S. retirees. Midwest originates, manages and typically transfers these annuities through reinsurance arrangements to asset managers and other third-party investors. Midwest also provides the operational and regulatory infrastructure and expertise to enable asset managers and third-party investors to form and manage their own reinsurance capital vehicles.

For more information, please visit www.midwestholding.com

Investor contact: ir@midwestholding.com

Media inquiries: press@midwestholding.com

6


Consolidated Balance Sheets
(in thousands)

    

March 31, 2022

    

December 31, 2021

(In thousands, except share information)

(Unaudited)

Assets

 

  

 

  

Fixed maturities, available for sale, at fair value
(amortized cost: $774,248 and $679,921, respectively) (See Note 4)

$

765,013

$

683,296

Mortgage loans on real estate, held for investment

 

174,127

 

183,203

Derivative instruments (See Note 5)

14,606

23,022

Equity securities, at fair value (cost: $22,158 in 2022 and $22,158 in 2021)

21,190

21,869

Other invested assets

55,479

35,293

Investment escrow

1,552

3,611

Federal Home Loan Bank (FHLB) stock

500

500

Preferred stock

20,134

18,686

Notes receivable

6,035

5,960

Policy loans

 

90

 

87

Total investments

 

1,058,726

 

975,527

Cash and cash equivalents

 

144,684

 

142,013

Deferred acquisition costs, net

28,292

24,530

Premiums receivable

364

354

Accrued investment income

13,205

13,623

Reinsurance recoverables (See Note 9)

33,908

38,579

Intangible assets

 

700

 

700

Property and equipment, net

 

570

 

386

Operating lease right of use assets

2,300

2,360

Receivable for securities sold

5,774

19,732

Other assets

 

13,375

 

2,113

Total assets

$

1,301,898

$

1,219,917

Liabilities and Stockholders’ Equity

 

  

 

  

Liabilities:

 

  

 

  

Benefit reserves

$

12,899

$

12,941

Policy claims

 

1,167

 

237

Deposit-type contracts (See note 11)

 

1,148,085

 

1,075,439

Advance premiums

 

10

 

1

Deferred gain on coinsurance transactions

 

30,049

 

28,589

Lease liabilities (See Note 13):

Operating lease

2,307

2,364

Payable for securities purchased

3,290

5,546

Other liabilities

24,900

9,044

Total liabilities

 

1,222,707

 

1,134,161

Stockholders’ Equity:

 

 

Preferred stock, $0.001 par value; authorized 2,000,000 shares; no shares issued and outstanding as of March 31, 2022 or December 31, 2021

 

 

Voting common stock, $0.001 par value; authorized 20,000,000 shares; 3,737,564 shares issued and outstanding as of March 31, 2022 and December 31, 2021 , respectively; non-voting common stock, $0.001 par value, 2,000,000 shares authorized; no shares issued and outstanding March 31, 2022 and December 31, 2021, respectively

 

4

 

4

Additional paid-in capital

 

138,483

 

138,452

Treasury stock

(175)

(175)

Accumulated deficit

 

(69,972)

 

(70,159)

Accumulated other comprehensive loss (income)

 

(7,581)

 

2,634

Total Midwest Holding Inc.'s stockholders' equity

60,759

70,756

Noncontrolling interests

18,432

15,000

Total stockholders' equity

 

79,191

 

85,756

Total liabilities and stockholders' equity

$

1,301,898

$

1,219,917

7


Consolidated Statements of Comprehensive Loss
(in thousands, except per share amounts)

Three months ended March 31, 

(In thousands, except per share data)

    

2022

    

2021

    

Revenues

  

 

  

Investment income, net of expenses

$

6,242

 

2,887

Net realized loss on investments (See Note 4)

 

(6,175)

 

(4,649)

Amortization of deferred gain on reinsurance transactions

970

461

Service fee revenue, net of expenses

1,098

438

Other revenue

 

448

 

249

Total revenue

 

2,583

 

(614)

Expenses

 

  

 

  

Interest credited

 

(6,674)

 

(2,346)

Amortization of deferred acquisition costs

 

851

 

503

Salaries and benefits

 

4,318

 

2,927

Other operating expenses

 

(1,822)

 

(1,529)

Total expenses

 

(3,327)

 

(445)

Net income (loss) before income tax expense

 

5,910

 

(169)

Income tax expense (See Note 8)

 

(4,722)

 

(1,432)

Net income (loss) after income tax expense

1,188

(1,601)

Less: Income attributable to noncontrolling interest

1,001

Net income (loss) attributable to Midwest Holding Inc.

187

(1,601)

Comprehensive (loss) income:

 

  

 

  

Unrealized (losses) gains on investments arising during the three months ended March 31, 2022 and 2021 , net of offsets, (tax ($2,900) and $181, respectively)

 

(10,162)

 

963

Less: Reclassification adjustment for net realized losses on investments, net of offsets (net of tax ($136) and $85, respectively)

 

(53)

 

(321)

Other comprehensive (loss) income

 

(10,215)

 

642

Comprehensive loss

$

(10,028)

$

(959)

Income (loss) per common share

Basic

$

0.05

$

(0.43)

Diluted

$

0.05

$

(0.43)

8


Consolidated Statements of Cash Flows
(in thousands)

    

Three months ended March 31, 

(In thousands)

2022

    

2021

Cash Flows from Operating Activities:

 

  

 

  

Gain (loss) attributable to Midwest Holding, Inc.

$

187

$

(1,601)

Adjustments to arrive at cash provided by operating activities:

 

  

 

  

Net premium and discount on investments

 

(639)

 

(280)

Depreciation and amortization

 

11

 

14

Stock options

 

32

 

261

Amortization of deferred acquisition costs

851

503

Deferred acquisition costs capitalized

(4,464)

(6,774)

Net realized loss on investments

 

6,175

 

4,649

Deferred gain on coinsurance transactions

 

1,460

 

2,398

Changes in operating assets and liabilities:

 

  

 

  

Reinsurance recoverables

5,316

(6,165)

Interest and dividends due and accrued

 

418

 

(2,288)

Premiums receivable

 

(10)

 

Deposit-type liabilities

(16,151)

(4,317)

Policy liabilities

 

897

 

12

Receivable and payable for securities

11,702

Other assets and liabilities

 

4,522

 

21,408

Other assets and liabilities - discontinued operations

 

 

(2)

Net cash provided by operating activities

 

10,307

 

7,818

Cash Flows from Investing Activities:

 

  

 

  

Fixed maturities available for sale:

 

  

 

  

Purchases

 

(226,416)

 

(176,434)

Proceeds from sale or maturity

 

140,758

 

61,831

Mortgage loans on real estate, held for investment

 

 

Purchases

(19,699)

(16,447)

Proceeds from sale

30,835

1,661

Derivatives

Purchases

(4,691)

(4,157)

Proceeds from sale

1,388

660

Equity securities

(42,093)

Purchases

-

Proceeds from sale

142

Purchase of equity method securities

Other invested assets

Purchases

(23,768)

(5,160)

Proceeds from sale

3,334

1,308

Preferred stock

(1,549)

(475)

Notes receivable

Net change in policy loans

 

(3)

 

(3)

Net purchases of property and equipment

 

(195)

 

(10)

Net cash used in investing activities

 

(99,864)

 

(179,319)

Cash Flows from Financing Activities:

 

  

 

  

Net transfer to noncontrolling interest

3,432

Repurchase of common stock

-

Acquisition of noncontrolling interest

-

Receipts on deposit-type contracts

 

98,111

 

123,654

Withdrawals on deposit-type contracts

 

(9,315)

 

(2,905)

Net cash provided by financing activities

 

92,228

 

120,749

Net increase (decrease) in cash and cash equivalents

 

2,671

 

(50,752)

Cash and cash equivalents:

 

  

 

  

Beginning

 

142,013

 

151,679

Ending

$

144,684

$

100,927

Supplementary information

 

  

 

  

Cash paid for taxes

$

250

$

9