DE0000355379false00003553792023-11-132023-11-13

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): November 13, 2023

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)

(402 817-5701

(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 November 13, 2023, Midwest Holding Inc. (the “Company”) issued a press release announcing its financial and operating results for the three and nine months ended September 30, 2023. 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: November 13, 2023

MIDWEST HOLDING INC.

By: /s/ Georgette Nicholas

Name: Georgette Nicholas

Title: Chief Executive Officer

Midwest Holding Inc. Reports Third Quarter 2023 Results

LINCOLN, Neb., November 13, 2023 / PR Newswire/ -- Midwest Holding Inc. (“Midwest”) (NASDAQ: MDWT), today announced financial results for the quarter and nine months ended September 30, 2023.

Highlights for the third quarter of 2023:

GAAP net income for the quarter was $0.4 million compared with $7.4 million for the third quarter of 2022. GAAP earnings were $0.10 per share (diluted) versus $1.96 per share (diluted) for the third quarter of 2022.
GAAP total revenue was $16.4 million compared with revenue of $19.0 million in the third quarter of 2022, driven by an increase in investment income from growth in invested assets retained, higher service fees, and growing amortization of deferred ceding commissions. The mark-to-market change in derivatives also generated a loss in the quarter compared to a gain in the same quarter in the prior year.
Annuity direct written premium under statutory accounting principles (“SAP”), a non-GAAP measure, was up 1.3% to $258.8 million for the quarter from $255.5 million in the same period of 2022. The mix of new business in the quarter was 50% Multi-Year Guaranteed Annuities (MYGA) and 50% Fixed Indexed Annuities (FIA).
Ceded premiums (SAP), a non-GAAP measure, were $59.1 million in the third quarter of the current year compared to $113.7 million in the third quarter of the prior year. The cession rate for the current period, or that portion of our written premium that we reinsured, was 20% compared to 45% in the same period last year.
Total expenses decreased to $9.0 million from $14.3 million in the third quarter of last year resulting from lower interest credited impacted by the change in value of the options embedded in our liabilities, and from a benefit related to the mark-to-market value of the options allowance included in other operating expenses. Other expenses have increased from variable costs associated with increased premiums written related to technology, distribution, product fees, and premium taxes along with expenses related to state expansion and capital initiatives. Salaries and benefits remained constant with the addition, repositioning, and retention of personnel to support growth and manage a tighter labor market.
Invested assets grew to $2,268.3 million at September 30, 2023 compared with $1,615.0 million at December 31, 2022. The retained portfolio was $1,213.0 million as of September 30, 2023 compared to $812.2 million at December 31, 2022. Third-party assets under management were $531.6 million at September 30, 2023, compared to $501.9 million at December 31, 2022.
On April 30, 2023, Midwest Holding Inc. entered into an Agreement and Plan of Merger with affiliates of Antarctica Capital, LLC, whereby an affiliate of Antarctica will acquire Midwest in an all-cash transaction valued at approximately $100 million. The transaction was approved by stockholders on July 26, 2023, and has been approved by the Vermont Department of Financial Regulation. The merger is still subject to the approval of the Nebraska Department of Insurance. We continue to work with Antarctica to provide all information requested by the Nebraska Department of Insurance (NDOI). Upon completion of the NDOI review, a public NDOI hearing will be required before final regulatory approval is received to proceed with closing the merger. We still anticipate closing the transaction shortly after the hearing and by year-end.

1


Highlights for the nine months ended September 30, 2023:

GAAP net income for the nine months ended September 30, 2023 was $0.3 million compared with $16.9 million in the same period in the prior year. GAAP earnings were $0.09 per share (diluted) versus $4.45 per share (diluted) in the prior year.
GAAP total revenue for the nine months ended September 30, 2023 was $83.9 million compared with $21.5 million in the same period in the prior year. The increase included additional investment income from growth in invested assets retained, higher policy administration fees, and growing amortization of deferred ceding commissions. The mark-to-market change in derivatives also generated a gain in the nine months compared to a loss in the same period in the prior year.
Annuity direct written premium under statutory accounting principles (“SAP”), a non-GAAP measure, was up 40.6% to $716.5 million in the first nine months of 2023 from $509.7 million in the same nine months of 2022, due to a focus on distribution and pricing. The mix of new business for the nine months ended September 30, 2023 was 58% Multi-Year Guaranteed Annuities (MYGA) and 42% Fixed Indexed Annuities (FIA).
Ceded premiums (SAP), a non-GAAP measure, were $277.5 million in the first nine months of 2023 compared to $213.8 million in the same nine months of the prior year. The cession rate for the period, or that portion of our written premium that we reinsured, was 39% compared to 42% in the same period last year.
Total expenses for the first nine months of 2023 increased to $65.3 million from $9.6 million in the first nine months of last year resulting from interest credited as an expense (impacted by the change in value of the options embedded in our liabilities), compared to negative interest credited in the first nine months of the prior year, and from a benefit related to the mark-to-market value of the options allowance included in other operating expenses. Other expenses have increased from variable costs associated with increased premiums written related to technology, distribution, product fees, and premium taxes along with expenses related to state expansion and capital initiatives. Salaries and benefits increased with the addition, repositioning, and retention of personnel to support growth and manage a tighter labor market.

Georgette Nicholas, CEO of Midwest noted, "Midwest is focused on executing our business strategy and positioning the Company for further growth. We are actively working with Antarctica to close the merger transaction by year-end."

2


Q3 2023 versus Q3 2022 on a GAAP basis

Midwest reported net income of $0.4 million for the third quarter of the current year; this compares with income of $7.4 million in the third quarter of the prior year. On a diluted, per-share basis, net income was $0.10 in the third quarter, compared with $1.96 reported in the third quarter of 2022.

Investment income rose in the third quarter of 2023 to $20.8 million from $12.9 million in the same period for the prior year. Driving the change was an increase in invested assets as well as performance on those assets, benefiting from sourcing investments with a higher yield. 

Amortization of deferred gain on reinsurance reached $1.4 million this quarter compared with $1.2 million in Q3 2022. This was due to growth in the deferred gain on co-insurance on the balance sheet to $44.1 million compared to $38.1 million at year end, which reflects ceding commission received on reinsurance with third parties.

Service fee revenue was at $2.3 million in the third quarter of 2023, up from $0.1 million in the third quarter of 2022. Service fee revenue consists of fee revenue generated by our wholly owned asset manager, 1505 Capital LLC, for asset management services provided to third-party clients.

Policy administration fee revenue for the quarter was $0.9 million, up from $0.5 million in the same period in 2022. Policy administration fee revenue is generated by providing ancillary services, such as policy administration, to third parties as well as collecting policy surrender charges. The increase was correlated with the growth in policies written and ceded to reinsurance partners. 

Our expenses were $9.0 million in the third quarter of 2023 compared with $14.3 million in the third quarter of the prior year. Contributing to the decrease was reduced interest credited expense as well as mark-to-market benefit which is included in other operating expenses. Total expenses have increased from variable costs associated with increased premiums written related to technology, distribution, product fees, and premium taxes along with expenses related to state expansion and capital initiatives. Salaries and benefits increased with the addition, repositioning, and retention of personnel to support growth and manage a tighter labor market.

Nine Months Ended September 30, 2023 versus Nine Months Ended September 30, 2022 on a GAAP basis

Midwest reported net income of $0.3 million for the nine months ended September 30, 2023; this compares with income of $16.9 million in the same period of the prior year. On a diluted, per-share basis, this year’s to date net income was negative $0.09 compared with $4.45 reported at September 30, 2022.

Investment income rose in the first nine months of 2023 to $64.2 million from $29.7 million in the same period for the prior year. Driving the change was an increase in invested assets as well as performance on those assets, benefiting from sourcing investments with a higher yield. 

Amortization of deferred gain on reinsurance reached $4.5 million for the first nine months of 2023 compared with $3.3 million in the same period of 2022. This was due to growth in the deferred gain on co-insurance on the balance sheet to $44.1 million compared to $38.1 million at year end, which reflects ceding commission received on reinsurance with third parties.

3


Service fee revenue was at $3.6 million in the first nine months of 2023, up from $1.6 million in the same period of 2022. Service fee revenue consists of fee revenue generated by our wholly owned asset manager, 1505 Capital LLC, for asset management services provided to third-party clients.

Policy administration fee revenue for the first nine months of 2023 was $2.0 million versus $1.4 million in the same period in 2022. Policy administration fee revenue is generated by providing ancillary services, such as policy administration, to third parties as well as collecting policy surrender charges. The increase was correlated with the growth in policies written and ceded to reinsurance partners. 

Our expenses were $65.3 million in the first three quarters of 2023 compared with $9.6 million in the first three quarters of the prior year. Contributing to the increase was interest credited expense as well as mark-to-market expense which is included in other operating expenses. Other expenses have increased from variable costs associated with increased premiums written related to technology, distribution, product fees, and premium taxes along with expenses related to state expansion and capital initiatives. Salaries and benefits increased with the addition, repositioning, and retention of personnel to support growth and manage a tighter labor market.

4


Key Performance Indicators and Non-GAAP Financial Measures for the Three and Nine Months Ended September 30, 2023

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

monitor and evaluate the performance of our business operations and financial performance;
facilitate internal comparisons of the historical operating performance of our business operations;
review and assess the operating performance of our management team;
analyze and evaluate financial and strategic planning decisions regarding future operations;
plan for and prepare future annual operating budgets and determine appropriate levels of operating investments; and
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 the progress 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 third quarter of 2023, annuity direct written premiums were $258.8 million compared with $255.5 million in the third quarter of 2022. Ceded premiums were $59.1 million in 2023’s third quarter compared to $113.7 million in the third quarter of 2022. Of the third quarter 2023 sales of $258.8 million, 50% was in the MYGA category and the remaining 50% consisted of sales of FIA.

For the first nine months of 2023, annuity direct written premiums were $716.5 million compared with $509.7 million in the same period of 2022. Ceded premiums were $277.5 million in 2023’s first nine months compared to $213.8 million in the first nine months of 2022. Of the 2023 year to date sales of $716.5 million, 58% was in the MYGA category and the remaining 42% consisted of sales of FIA.

Fees Received for Reinsurance (a KPI)

Fees received for reinsurance amounted to $2.3 million in the third quarter compared to $4.5 million in the prior year third quarter. Fees received for reinsurance for the nine months ending September 30, 2023 were $10.5 million compared to $10.1 million in the same nine months of the prior year. We use this non-GAAP figure to measure the progress of our effort 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 Loss, and deferred coinsurance ceding commission, which is a line item in our GAAP Consolidated Statements of Cash Flows.

5


General and Administrative (“G&A”) 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 expenses in Q3 2023 have increased to $10.5 million from $9.0 million at the same point in the prior year. For the nine months ended September 30, 2023 expenses rose to $34.6 million compared to $24.8 million for the nine months ended September 30, 2022.

Total expenses have increased from variable costs associated with increased premiums written related to technology, distribution, product fees, and premium taxes along with expenses related to state expansion and capital initiatives. Salaries and benefits increased with the addition, repositioning, and retention of personnel to support growth and manage a tighter labor market.

Management Expenses (a non-GAAP measure)

We use this figure 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 fully 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, as that is recorded as a component of other operating expense.

Management expenses for the third quarter of 2023 were $23.2 million compared with $14.9 million in the same period of the prior year. Management expenses for the nine months ended September 30, 2023 were $59.3 million compared to $38.5 million for the same nine months in 2022. Principal drivers of the increase were higher interest credited and increases in expenses from retained premiums along with the increase in G&A noted above.

6


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," “target,” “contemplate,” “project,” 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:

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;
failure to maintain adequate reinsurance;
our inability to expand our insurance operations outside the 24 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;
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;
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;

7


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.

In addition, this communication and any documents referred to in this communication contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed acquisition of Midwest Holding Inc. (the “Company”) by an affiliate of Antarctica Capital, LLC, including, but not limited to, statements regarding the anticipated timing of the closing of the proposed transaction. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “intend,” “target,” “contemplate,” “project,” and similar expressions. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including approval of the proposed transaction by the stockholders of the Company and the receipt of necessary regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, (iv) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results, and business generally, including the termination of any business contracts, (v) risks that the proposed transaction disrupts current plans and operations of the Company and potential difficulties in hiring and retaining key personnel as a result of the proposed transaction, (vi) risks related to diverting management’s attention from the Company’s ongoing business operations, (vii) risks that any announcements related to the proposed transaction could have adverse effects on the Company’s stock price, credit ratings, or operating results, (viii) the outcome of any legal proceedings that may be instituted related to the Merger Agreement or the proposed transaction and (ix) the significant transactions costs that the parties will incur in connection with the proposed transaction. The risks and uncertainties may be amplified by economic, market, business, or geopolitical conditions or competition, or changes in such conditions, negatively affecting the Company’s business, operations, and financial performance. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the Company’s business as described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

8


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

9


Consolidated Balance Sheets
(in thousands)

    

September 30, 2023

    

December 31, 2022

(In thousands, except share information)

(Unaudited)

Assets

 

  

 

  

Fixed maturities, available for sale, at fair value
(amortized cost: $1,717,921 in 2023, and $1,269,735 in 2022.
Allowance for credit losses of $8,917 in 2023.) (See Note 3)

$

1,643,832

$

1,214,635

Mortgage loans on real estate, held for investment (Allowance for credit losses of $1,577 in 2023.)

 

421,232

 

227,047

Derivative instruments (See Note 4)

26,559

15,934

Equity securities, at fair value (cost: $5,592 in 2023 and $5,592 in 2022)

5,112

5,111

Other invested assets (Allowance for credit losses of $1,600 in 2023.)

126,777

112,431

Preferred stock

33,926

31,415

Deposits and notes receivable

10,774

8,359

Policy loans

 

83

 

25

Total investments

 

2,268,295

 

1,614,957

Cash and cash equivalents

 

197,804

 

191,414

Deferred acquisition costs, net

69,470

43,433

Premiums receivable

63

362

Accrued investment income

44,694

25,165

Reinsurance recoverables (See Note 8)

27,870

20,190

Property and equipment, net

 

1,721

 

1,897

Receivable for securities sold

-

10,518

Other assets

 

14,335

 

12,495

Total assets

$

2,624,252

$

1,920,431

Liabilities and Stockholders’ Equity

 

  

 

  

Liabilities:

 

  

 

  

Benefit reserves

$

11,532

$

12,945

Deposit-type contracts (See Note 6)

 

2,453,282

 

1,743,348

Other policy-holder funds

4,530

4,105

Notes payable (See Note 7)

25,000

25,000

Deferred gain on coinsurance transactions

 

44,140

 

38,063

Payable for securities purchased

27,029

8,872

Other liabilities

36,786

53,721

Total liabilities

 

2,602,299

 

1,886,054

Stockholders’ Equity:

 

 

Preferred stock, $0.001 par value; authorized 2,000,000 shares; no shares issued and outstanding as of September 30, 2023 or December 31, 2022

 

 

Voting common stock, $0.001 par value; authorized 20,000,000 shares; 3,744,645 shares issued and outstanding as of September 30, 2023, and 3,727,976 as of December 31, 2022, respectively; non-voting common stock, $0.001 par value, 2,000,000 shares authorized; no shares issued and outstanding September 30, 2023 and December 31, 2022, respectively

 

4

 

4

Additional paid-in capital

 

138,122

 

138,482

Treasury stock

(175)

(175)

Accumulated deficit

 

(67,361)

 

(63,019)

Accumulated other comprehensive loss

 

(66,886)

 

(51,386)

Total Midwest Holding Inc.'s stockholders' equity

3,704

23,906

Noncontrolling interests

18,249

10,471

Total stockholders' equity

 

21,953

 

34,377

Total liabilities and stockholders' equity

$

2,624,252

$

1,920,431

10


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

(Unaudited)

Three months ended September 30, 

Nine months ended September 30, 

(In thousands, except per share data)

    

2023

    

2022

    

2023

    

2022

Revenues

  

 

  

  

 

  

Investment income, net of expenses

$

20,796

 

12,938

$

64,237

$

29,721

Net realized (loss) gain on investments

 

(8,946)

 

4,135

 

9,427

(14,676)

Amortization of deferred gain on reinsurance transactions

1,392

1,239

4,463

3,251

Policy administration fees

874

536

1,992

1,398

Service fee revenue, net of expenses

2,298

118

3,582

1,632

Other revenue

 

5

 

33

 

235

132

Total revenue

 

16,419

 

18,999

 

83,936

 

21,458

Expenses

 

  

 

  

 

  

 

  

Interest credited

 

2,524

 

5,682

 

22,803

(6,489)

Benefits

(526)

1,351

1,638

2,345

Amortization of deferred acquisition costs

 

2,215

 

1,193

 

5,832

3,095

Salaries and benefits

 

3,805

 

3,751

 

15,124

12,366

Other operating expenses

 

956

 

2,317

 

19,869

(1,744)

Total expenses

 

8,974

 

14,294

 

65,266

 

9,573

Net income before income tax expense

 

7,445

 

4,705

 

18,670

 

11,885

Income tax expense (See Note 9)

 

(4,606)

 

(1,250)

 

(10,482)

(3,848)

Net income after income tax expense

2,839

3,455

8,188

8,037

Less: Income (loss) attributable to noncontrolling interest

2,454

(3,976)

7,856

(8,846)

Net income attributable to Midwest Holding Inc.

385

7,431

332

16,883

Comprehensive loss:

 

 

  

 

  

 

  

Unrealized losses on investments arising during the three months ended September 2023 and 2022, net of offsets, net of tax ($2.1 million and $5.4 million, respectively);
Unrealized losses on investments arising during the nine months ended September 2023 and 2022, net of offsets, net of tax ($3.4 million and $10.4 million, respectively)

 

(9,937)

 

(26,114)

 

(16,167)

(55,483)

Less: Reclassification adjustment for net realized gains (losses) on investments, net of offsets during the three months ended September 2023 and 2022 (net of tax less than $(0.1) million and $(19.9) million respectively);
Reclassification adjustment for net realized gains (losses) on investments, net of offsets during the nine months ended September 2023 and 2022 (net of tax $(0.2) million and $(24.9) million respectively)

 

484

 

(952)

 

667

(94)

Other comprehensive loss

 

(9,453)

 

(27,066)

 

(15,500)

 

(55,577)

Comprehensive loss:

$

(9,068)

$

(19,635)

$

(15,168)

$

(38,694)

11


Impairment

Total other-than-temporary impairment

-

346

-

880

Net other-than-temporary impairment loss recognized in net income

$

-

346

$

-

880

Income per common share

Basic

$

0.10

$

1.99

$

0.09

$

4.52

Diluted

$

0.10

$

1.96

$

0.09

$

4.45

12


Consolidated Statements of Cash Flows
(Unaudited)

    

Nine months ended September 30, 

(In thousands)

2023

    

2022

Cash flows from operating activities:

 

  

 

  

Income attributable to Midwest Holding Inc.

$

332

$

16,883

Adjustments to arrive at cash provided by operating activities:

 

  

 

  

Net premium and discount on investments

 

(16,055)

 

(6,982)

Depreciation and amortization

 

281

 

229

Stock options

 

691

 

(287)

Amortization of deferred acquisition costs

5,832

3,095

Deferred acquisition costs capitalized

(32,425)

(18,285)

Net realized (loss) gain on investments

 

(5,950)

 

14,676

Allowance for Credit Losses

4,751

-

Deferred gain on coinsurance transactions

 

6,077

 

6,875

Changes in operating assets and liabilities:

 

  

 

Reinsurance recoverable

(3,679)

33,698

Interest and dividends due and accrued

 

(19,530)

 

(10,292)

Premiums receivable

 

299

 

(10)

Deposit-type liabilities

92,184

(17,245)

Policy liabilities

 

(989)

 

2,740

Receivable and payable for securities

28,673

22,100

Other assets and liabilities

 

(21,186)

 

17,697

Net cash provided by operating activities

 

39,306

 

64,892

Cash flows from investing activities:

 

  

 

  

Fixed maturities available for sale:

 

  

 

  

Purchases

 

(576,960)

 

(692,348)

Proceeds from sale or maturity

 

147,965

 

296,179

Mortgage loans on real estate, held for investment

 

 

Purchases

(306,010)

(75,985)

Proceeds from sale

110,785

58,033

Derivatives

Purchases

(22,249)

(22,981)

Proceeds from sale

12,730

3,232

Equity securities

Purchases

(1)

-

Proceeds from sale

-

12,772

Other invested assets

Purchases

(88,825)

(48,302)

Proceeds from sale

69,639

3,334

Purchase of restricted common stock

(1,700)

(1)

Preferred stock

Purchases

(2,511)

(2,893)

Net change in policy loans

 

(58)

 

66

Net purchases of property and equipment

 

(102)

 

(1,830)

Net cash used in investing activities

 

(657,297)

 

(470,724)

Cash flows from financing activities:

 

  

 

  

Net transfer to noncontrolling interest

7,682

(6,906)

Dividends Paid

(1,051)

-

Receipts on deposit-type contracts

 

716,540

 

509,660

Withdrawals on deposit-type contracts

 

(98,790)

 

(30,271)

Net cash provided by financing activities

 

624,381

 

472,483

Net increase in cash and cash equivalents

 

6,390

 

66,651

Cash and cash equivalents:

 

  

 

  

Beginning

 

191,414

 

142,013

Ending

$

197,804

$

208,664

Supplementary information

 

  

 

  

Cash paid for taxes

$

9,682

$

2,870

13



Supplemental Information – Reconciliation – Management Expenses to GAAP Expenses
(in thousands)

Three months ended September 30, 

Nine months ended September 30, 

    

2023

    

2022

    

2023

    

2022

Management Expenses

  

 

  

  

 

  

G&A

$

10,522

$

8,962

$

34,553

$

24,814

Management interest credited

10,461

4,752

18,888

10,594

Amortization of deferred acquisition costs

2,215

1,193

5,832

3,095

Expenses related to retained business

12,676

5,945

24,720

13,689

Management expenses - total

$

23,198

$

14,907

$

59,273

$

38,503

Three months ended September 30, 

Nine months ended September 30, 

2023

    

2022

    

2023

    

2022

Management G&A

Salaries and benefits - GAAP

$

3,805

$

3,751

$

15,124

$

12,366

Other operating expenses - GAAP

956

2,317

19,869

(1,744)

Subtotal

4,761

6,068

34,993

10,622

Adjustments:

Less: Stock-based compensation

(88)

670

(691)

287

Less: Mark-to-market option allowance

5,849

2,224

251

13,905

Management G&A

$

10,522

$

8,962

$

34,553

$

24,814

Three months ended September 30, 

Nine months ended September 30, 

2023

    

2022

    

2023

    

2022

Management Interest Credited

Interest credited - GAAP

$

2,524

$

5,682

$

22,803

$

(6,489)

Adjustments:

Less: FIA interest credited - GAAP

4,252

(3,041)

(10,689)

11,124

Add: FIA options cost - amortized - GAAP

3,685

2,111

6,774

5,959

Management interest credited

$

10,461

$

4,752

$

18,888

$

10,594

Three months ended September 30, 

Nine months ended September 30, 

2023

    

2022

    

2023

    

2022

Reconciliation - Management Expenses to GAAP Expenses

Total expenses - GAAP

$

8,974

$

14,294

$

65,266

$

9,573

Adjustments:

Less: Benefits

526

(1,351)

(1,638)

(2,345)

Less: Stock-based compensation

(88)

670

(691)

287

Less: Mark-to-market option allowance

5,849

2,224

251

13,905

Less: FIA interest credited - GAAP

4,252

(3,041)

(10,689)

11,124

Add: FIA options cost - amortized - GAAP

3,685

2,111

6,774

5,959

Management expenses - total

$

23,198

$

14,907

$

59,273

$

38,503

14


v3.23.3
Document and Entity Information
Nov. 13, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 13, 2023
Securities Act File Number 001-39812
Entity Registrant Name Midwest Holding Inc.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 20-0362426
Entity Address, Address Line One 2900 South 70th Street
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Lincoln
Entity Address, State or Province NE
Entity Address, Postal Zip Code 68506
City Area Code 402
Local Phone Number 817-5701
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Voting Common Stock, $0.001 par value
Trading Symbol MDWT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000355379
Amendment Flag false
v3.23.3
N-2
Nov. 13, 2023
Cover [Abstract]  
Entity Central Index Key 0000355379
Amendment Flag false
Securities Act File Number 001-39812
Document Type 8-K
Entity Registrant Name Midwest Holding Inc.
Entity Address, Address Line One 2900 South 70th Street
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Lincoln
Entity Address, State or Province NE
Entity Address, Postal Zip Code 68506
City Area Code 402
Local Phone Number 817-5701
Entity Emerging Growth Company false

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