United States


Securities and Exchange Commission


Washington, D.C. 20549





FORM 10-Q


(Mark One)


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





For the quarterly period ended March 31, 2011





[    ]
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:000-52613





FIRST TRINITY FINANCIAL CORPORATION


(Exact name of registrant as specified in its charter)





Oklahoma

34-1991436(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)




7633 East 63rd Place, Suite 230


Tulsa, Oklahoma 74133


(Address of principal executive offices)





(918) 249-2438


(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 þ       No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).


Yes o No o





Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer,  non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer”, "accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):





Large accelerated filer:   ̈
Accelerated filer:   ̈
Non-accelerated filer:   ̈
Smaller reporting company:  þ


Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).


Yes o       No þ





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 9, 2011:  6,798,535 shares










FIRST TRINITY FINANCIAL CORPORATION





INDEX TO FORM 10-Q





PART I.    FINANCIAL INFORMATION




Item 1.Consolidated Financial Statements
Page NumberConsolidated Statements of Financial Position as ofMarch 31, 2011 (Unaudited) and December 31, 2010
3Consolidated Statements of Operations for the three months endedMarch 31, 2011 and 2010 (Unaudited)Consolidated Statements of Changes in Shareholders’ Equity for thethree months ended March 31, 2011 and 2010 (Unaudited)
5Consolidated Statements of Cash Flows for the three months endedMarch 31, 2011 and 2010 (Unaudited)
6Notes to Consolidated Financial Statements
7Item 2.Management’s Discussion and Analysis of Financial Condition,Results of Operations and Liquidity and Capital Resources
22Item 4.Controls and Procedures
34Part II.  OTHER INFORMATIONItem 1.Legal Proceedings
35Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
35Item 3.Defaults upon Senior Securities
35Item 4.(Removed and Reserved)
35Item 5.Other Information
35Item 6.Exhibits
35Signatures
36Exhibit No. 31.1Exhibit No. 31.2Exhibit No. 32.1Exhibit No. 32.2


2




Item 1:  Consolidated Financial Statements


First Trinity Financial Corporation and Subsidiaries
 Consolidated Statements of Financial Position








March 31, 2011


December 31, 2010(Unaudited)AssetsInvestmentsAvailable-for-sale fixed maturity securities at fair value(amortized cost:  $22,835,358 and $23,183,633 as of March 31, 2011 and December 31, 2010, respectively)

$
26,310,993


$
26,623,318Available-for-sale equity securities at fair value(cost:  $347,353 as of both March 31, 2011 and December 31, 2010)


508,629



529,314Mortgage loans on real estate


1,534,138



1,156,812Investment real estate


3,061,477



3,077,520Policy loans


391,625



367,284Other long-term investments


6,465,520



6,886,529Total investments


38,272,382



38,640,777Cash and cash equivalents( $65,000 is restricted as to withdrawal as of March 31, 2011 and December 31, 2010)


17,108,333



12,985,278Certificate of deposit (restricted)


-



102,273Accrued investment income


397,192



385,948Recoverable from reinsurers


1,018,700



977,397Accounts receivable


438,161



357,979Loans from premium financing


973,352



1,143,977Deferred policy acquisition costs


3,646,444



3,234,285Value of insurance business acquired


2,445,973



2,507,258Property and equipment


207,971



102,374Other assets


1,154,845



1,151,315Total assets

$
65,663,353


$
61,588,861Liabilities and Shareholders' EquityPolicy liabilitiesPolicyholders' account balances

$
32,405,989


$
30,261,070Future policy benefits


13,942,004



13,444,284Policy claims


365,725



367,306Premiums paid in advance


74,841



42,908Total policy liabilities


46,788,559



44,115,568Deferred federal income taxes


361,238



294,075Other liabilities


353,935



523,271Total liabilities


47,503,732



44,932,914Shareholders' EquityCommon stock, par value $.01 per share, 20,000,000 shares authorized,6,798,535 and 5,805,000 issued and outstanding as of March 31, 2011and December 31, 2010, respectively and 13,370 and 448,310subscribed as of March 31, 2011 and December 31, 2010, respectively


68,119



62,533Additional paid-in capital


20,594,255



16,677,615Accumulated other comprehensive income


3,296,917



3,305,370Accumulated deficit


(5,799,670
)


(3,389,571
)Total shareholders' equity


18,159,621



16,655,947Total liabilities and shareholders' equity

$
65,663,353


$
61,588,861


See notes to consolidated financial statements.
  3


First Trinity Financial Corporation and Subsidiaries
 Consolidated Statements of Operations
 (Unaudited)


Three Months Ended March 31,2011


2010RevenuesPremiums

$
1,586,641


$
1,666,554Income from premium financing


43,697



101,235Net investment income


584,796



577,871Net realized investment gains


1,750



49,112Other income


2,631



2,826Total revenues


2,219,515



2,397,598Benefits, Claims and ExpensesBenefits and claimsIncrease in future policy benefits


480,575



526,711Death benefits


418,094



373,545Surrenders


71,364



83,075Interest credited to policyholders


342,686



285,485Total benefits and claims


1,312,719



1,268,816Policy acquisition costs deferred


(552,385
)


(499,381
)Amortization of deferred policy acquisition costs


137,716



216,950Amortization of value of insurance business acquired


61,285



77,313Commissions


478,003



442,480Other underwriting, insurance and acquisition expense


714,330



931,630Total benefits, claims and expenses


2,151,668



2,437,808Income (loss) before total federal income tax expense


67,847



(40,210
)Current federal income tax expense


3,663



-Deferred federal income tax expense


45,955



53,379Total federal income tax expense


49,618



53,379Net income (loss)

$
18,229


$
(93,589
)Net income (loss) per common share basic and diluted

$
0.00


$
(0.02
)





See notes to consolidated financial statements.
  4





Consolidated Statements of Changes in Shareholders' Equity (Unaudited)




AccumulatedCommon


Additional


Other





TotalStock


Paid-in


Comprehensive


Accumulated


Shareholders'$.01 Par Value


Capital


Income


Deficit


EquityBalance at January 1, 2010

$
58,050


$
13,806,503


$
2,867,044


$
(3,480,907
)

$
13,250,690Comprehensive income:Net loss


-



-



-



(93,589
)


(93,589
)Change in net unrealized appreciationon available-for-sale securities


-



-



470,651



-



470,651Total comprehensive income


-



-



-



-



377,062Balance at March 31, 2010

$
58,050


$
13,806,503


$
3,337,695


$
(3,574,496
)

$
13,627,752Balance at January 1, 2011

$
62,533


$
16,677,615


$
3,305,370


$
(3,389,571
)

$
16,655,947Stock dividend


3,238



2,425,090







(2,428,328
)


-Subscriptions of common stock


2,348



1,491,550











1,493,898Comprehensive income:Net income


-



-



-



18,229



18,229Change in net unrealized appreciationon available-for-sale securities


-



-



(8,453
)


-



(8,453
)Total comprehensive income


-



-



-



-



9,776Balance at March 31, 2011

$
68,119


$
20,594,255


$
3,296,917


$
(5,799,670
)

$
18,159,621




See notes to consolidated financial statements.




5


First Trinity Financial Corporation and Subsidiaries Consolidated Statements of Cash Flows (Unaudited)


Three Months Ended March 31,2011


2010Operating activitiesNet income (loss)

$
18,229


$
(93,589
)Adjustments to reconcile net income (loss) to net cashprovided by operating activities:Provision for depreciation


29,175



20,567Accretion of discount on  investments


(214,155
)


(177,820
)Realized investment (gains) losses


(1,750
)


49,112Amortization of policy acquisition cost


137,716



216,950Policy acquisition cost deferred


(552,385
)


(499,381
)Amortization of value of insurance business acquired


61,285



77,313Provision for deferred federal income tax


45,955



53,379Interest credited on policyholder deposits


345,792



285,486Change in assets and liabilitiesAccrued investment income


(11,244
)


(4,035
)Policy loans


(24,341
)


3,236Allowance for loan losses


-



61,470Recoverable from reinsurers


(41,303
)


(35,363
)Accounts receivable


(80,182
)


(33,905
)Other assets


(3,530
)


(89,702
)Future policy benefits


497,720



549,293Policy claims


(1,581
)


5,814Premiums paid in advance


31,933



48,489Other liabilities


(169,336
)


300,252Net cash provided by operating activities


67,998



737,566Investing activitiesPurchase of fixed maturity securities


(100,000
)


-Maturities of fixed maturity securities


500,000



-Sales of fixed maturity securities


30,113



364,670Purchase of mortgage loan


(412,500
)


-Reduction in mortgage loans


35,174



144,401Purchase of real estate


-



(117,872
)Purchase of other long term investments


-



(469,000
)Payments on other long term investments


555,076



310,077Maturity of certificate of deposit


102,273



-Loans made for premiums financed


(600,277
)


(1,418,443
)Loans repaid for premiums financed


770,902



1,848,501Purchases of furniture and equipment


(118,729
)


(5,932
)Net cash provided by investing activities


762,032



656,402Financing activitiesPolicyholder account deposits


2,148,291



1,269,005Policyholder account withdrawals


(349,164
)


(424,379
)Proceeds from public stock offering


1,493,898



-Net cash provided by financing activities


3,293,025



844,626Increase in cash


4,123,055



2,238,594Cash and cash equivalents, beginning of period


12,985,278



7,080,692Cash and cash equivalents, end of period

$
17,108,333


$
9,319,286
  See notes to consolidated financial statements.
  6
  First Trinity Financial Corporation and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)


1.
Organization and Significant Accounting Policies





Nature of Operations





First Trinity Financial Corporation is the parent holding company of Trinity Life Insurance Company and First Trinity Capital Corporation.





First Trinity Financial Corporation (the “Company”) was incorporated in Oklahoma on April 19, 2004, for the primary purpose of organizing a life insurance subsidiary.  The Company raised $1,450,000 from two private placement stock offerings during 2004.  On June 22, 2005, the Company’s intrastate public stock offering filed with the Oklahoma Department of Securities for $12,750,000, which included a 10% "over-sale" provision (additional sales of $1,275,000), was declared effective.  The offering was completed February 23, 2007.  The Company raised $14,025,000 from this offering.





On June 29, 2010, the Company commenced a public offering of its common stock registered with the U.S. Securities and Exchange Commission and the Oklahoma Department of Securities.  The public offering is for 1,333,334 shares of the Company’s common stock for $7.50 per share.  If all shares are sold, the Company will receive $8.5 million after reduction for offering expenses and sales commissions.  The Company has registered an additional 133,334 shares of its common stock to cover over subscriptions if any occur.  The sale of all the additional shares would provide the Company with an additional $850,000 after reduction for offering expenses and sales commissions.





The offering will end on June 28, 2011, unless all the Company’s shares are sold before then or the offering is extended.  As of March 31, 2011, the Company has received gross proceeds of $5,123,460 from the subscription of 683,128 shares of its common stock in this offering and incurred $753,967 in offering costs.  The proceeds were originally deposited in an escrow account that was released from escrow by the Oklahoma Department of Securities in August 2010 after the offering exceeded $1,000,000 in gross proceeds.  These proceeds are now available to the Company.  Future proceeds from the sale of shares of the Company’s common stock in this public offering will be available to the Company without being held in escrow.





The Company purchased First Life America Corporation (“FLAC”) on December 23, 2008.  On August 31, 2009, two of the Company’s subsidiaries, Trinity Life Insurance Company (“Old TLIC”) and FLAC, were merged, with FLAC being the surviving company.  Immediately following the merger, FLAC changed its name to Trinity Life Insurance Company (“TLIC”).  After the merger, the Company has two wholly owned subsidiaries, First Trinity Capital Corporation (“FTCC”) and TLIC, domiciled in Oklahoma.  FTCC was incorporated in 2006, and began operations in January 2007 providing financing for casualty insurance premiums.





TLIC is primarily engaged in the business of marketing, underwriting and distributing a broad range of individual life and annuity insurance products to individuals in eight states primarily in the Midwest.  TLIC’s current product portfolio consists of a modified premium whole life insurance policy with a flexible premium deferred annuity rider, whole life, term, final expense, accidental death and dismemberment and annuity products.  The term products are both renewable and convertible and issued for 10, 15, 20 and 30 years.  They can be issued with premiums fully guaranteed for the entire term period or with a limited premium guarantee.  The final expense is issued as either a simplified issue or as a graded benefit, determined by underwriting.  The products are sold through independent agents in the states of Illinois, Kansas, Kentucky, Nebraska, North Dakota, Ohio, Oklahoma and Texas.





The Company’s operations, prior to the acquisition of FLAC, involved the sale of a modified premium whole life insurance policy with a flexible premium deferred annuity rider through its subsidiary Old TLIC in the state of Oklahoma.  FTCC provides financing for casualty insurance premiums for individuals and companies and is licensed to conduct premium financing business in the states of Alabama, Arkansas, Louisiana, Mississippi and Oklahoma.  The Company owns 100% of Southern Insurance Services, LLC, (“SIS”), a limited liability company, that operates a property and casualty insurance agency.  FTCC is the sole member of SIS.





7


First Trinity Financial Corporation and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)


1.       Organization and Significant Accounting Policies(continued)





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 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, 2011 and 2010 are not necessarily indicative of the results to be expected for the year ended December 31, 2011 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, 2010. For further information, refer to the consolidated financial statements and the notes thereto for the year ended December 31, 2010, as included in the Company’s Annual Report on Form 10-K.




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.





Reclassifications





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





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.





Common Stock





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





On January 10, 2011, the Company’s Board of Directors approved a 5% share dividend by which shareholders received a share of Common Stock for each 20 shares of common stock of the Company they hold.  The dividend was payable to the holders of shares of the Corporation as of March 10, 2011.  Fractional shares were rounded to the nearest whole number of shares.  The Company issued 323,738 shares in connection with the stock dividend that resulted in accumulated deficit being charged $2,428,035 with an offsetting credit of $2,428,035 to common stock and additional paid-in capital.





Subsequent Events





Management has evaluated all events subsequent to March 31, 2011 through the date that these financial statements have been issued.





8


First Trinity Financial Corporation and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)


1.       Organization and Significant Accounting Policies(continued)





Recent Accounting Pronouncements





In October 2010, the FASB issued Accounting Standards Update No. 2010-26, Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts(“ASU 2010-26”).  The new guidance requires that an insurance entity capitalize only the following as acquisition costs related directly to the successful acquisition of new or renewal insurance contracts:





1.
Incremental direct costs of contract acquisition.


2.
The portion of an employee’s total compensation and payroll-related fringe benefits related directly to acquisition activities for time spent performing underwriting, policy issuance, policy processing, medical, inspection and sales force contract selling for a contract that has actually been acquired.


3.
Other costs related directly to the acquisition activities described in point 2 above that would not have been incurred by the insurance entity had the acquisition contract transaction not occurred.


4.
Advertising costs that meet the capitalization criteria of Subtopic 340-20.





All other acquisition costs should be charged to expense as incurred.  In addition, administrative costs, rent, depreciation, occupancy, equipment and all other general overhead costs are considered indirect costs and should be charged to expense as incurred.  ASU 2010-26 is effective for interim and annual reporting periods beginning after December 15, 2011.  Early adoption is permitted, but only at the beginning of an entity’s annual reporting period.  The Company will likely adopt ASU 2010-26 in first quarter 2012.  The Company has assessed the guidance and has determined that it will not have a significant financial impact since the Company utilizes a dynamic model whereby deferred acquisition costs on the statement of financial position only include policies currently in force.  This dynamic model results in immediate amortization of all deferred acquisition costs on the statement of operations where the policy is no longer in force.





In April 2011, the FASB issued Accounting Standards Update No. 2011-02, Receivables: A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring (“ASU 2011-02”).  The new pronouncement clarifies which loan modifications constitute troubled debt restructurings.  ASU 2011-02 is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings.  ASU 2011-02 provides this guidance to have greater consistency in recording and reporting impairments in troubled debt restructuring.  ASU 2011-02 is effective for public companies for interim and annual periods beginning on or after June 15, 2011 and shall apply retroactively to restructures occurring on or after the beginning of the fiscal year of adoption.  Early application is permitted.  The Company will adopt this guidance in second quarter 2011.  The Company has no troubled debt restructurings.





In April 2011, the FASB issued Accounting Standards Update No. 2011-03, Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreements (“ASU 2011-03”).  The new pronouncement addresses financial reporting of repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity.  ASU 2011-03 eliminates consideration of the transferor’s ability to fulfill its contractual rights and obligations from the criteria used to determine effective control.  This pronouncement requires that the criterion pertaining to an exchange of collateral should not be a determining factor in assessing effective control.  ASU 2011-03 concludes that the assessment of effective control should focus on a transferor’s contractual rights and obligations with respect to transferred assets, not on whether the transferor has the practical ability to perform in accordance with those rights or obligations.  The remaining criteria in Transfers and Servicing (“Topic 860”) are sufficient to determine effective control.  If the remaining conditions of Topic 860 are met, the transferor must account for the transaction as a secured borrowing.  The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011.  ASU 2011-03 should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date.  Early adoption is not permitted.  The Company will adopt this guidance in first quarter 2012 and does not anticipate this pronouncement having any financial statement impact since the company currently has no repurchase agreements.





9


First Trinity Financial Corporation and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)


2.       Investments





Investments in available-for sale fixed maturity and equity securities as of March 31, 2011 and December 31, 2010 are summarized as follows:





Gross


GrossAmortized


Unrealized


Unrealized


FairMarch 31, 2011

Cost


Gains


Losses


ValueFixed maturity securitiesU.S. government agency

$
1,121,195


$
17,888


$
31,980


$
1,107,103Residential mortgage-backed securities


147,362



97,467



-



244,829Corporate bonds


21,358,529



3,411,919



21,621



24,748,827Foreign bonds


208,272



1,962



-



210,234Total fixed maturity securities


22,835,358



3,529,236



53,601



26,310,993Mutual funds


52,000



31,950



-



83,950Corporate common stock


295,353



129,326



-



424,679Total equity securities


347,353



161,276



-



508,629Total fixed maturity and equity securities

$
23,182,711


$
3,690,512


$
53,601


$
26,819,622
  Gross


GrossAmortized


Unrealized


Unrealized


FairDecember 31, 2010

Cost


Gains


Losses


ValueFixed maturity securitiesU.S. government agency

$
1,121,014


$
19,442


$
31,495


$
1,108,961Residential mortgage-backed securities


153,176



38,327



-



191,503Corporate bonds


21,700,965



3,422,257



11,623



25,111,599Foreign bonds


208,478



2,777



-



211,255Total fixed maturity securities


23,183,633



3,482,803



43,118



26,623,318Mutual funds


52,000



34,800



-



86,800Corporate common stock


295,353



147,161



-



442,514Total equity securities


347,353



181,961



-



529,314Total fixed maturity and equity securities

$
23,530,986


$
3,664,764


$
43,118


$
27,152,632





10


First Trinity Financial Corporation and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)


2.       Investments(continued)





For all 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, 2011 and December 31, 2010 are summarized as follows:








Unrealized


Number ofMarch 31, 2011

Fair Value


Loss


SecuritiesFixed maturity securitiesLess than 12 monthsU.S. Government agency

$
717,540


$
31,980



2Corporate bonds


1,391,088



21,621



5Total fixed maturity securities

$
2,108,628


$
53,601



7Unrealized


Number ofDecember 31, 2010

Fair Value


Loss


SecuritiesFixed maturity securitiesLess than 12 monthsU.S. Government agency

$
718,021


$
31,495



2Corporate bonds


749,795



11,623



3Total fixed maturity securities

$
1,467,816


$
43,118



5





As of March 31, 2011 and December 31, 2011, all of the above fixed maturity securities had a fair value to cost ratio equal to or greater than 94%.  As of March 31, 2011, fixed maturity securities were 86% investment grade as rated by Standard & Poor’s.  As of December 31, 2010, fixed maturity securities were 87% investment grade as rated by Standard & Poor’s.  There were no equity securities in an unrealized loss position as of March 31, 2011 and December 31, 2010.





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 in light of all 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, and 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 securityadjusted 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.




11


First Trinity Financial Corporation and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)


2.       Investments(continued)





Based on our review, the Company experienced no other-than-temporary impairments during the three months ended March 31, 2011 or during the year ended December 31, 2010.





Management believes that the Company will fully recover its cost basis in the securities held at March 31, 2011, 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 remaining 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 included in accumulated other comprehensive income for investments classified as available-for-sale, net of the effect of deferred income taxes and deferred acquisition costs assuming that the appreciation had been realized as of March 31, 2011 and December 31, 2010 are summarized as follows:





March 31, 2011


December 31, 2010Unrealized appreciation onavailable-for-sale securities

$
3,636,911


$
3,621,646Adjustment to deferred acquisition costs


(13,353
)


(10,843
)Deferred income taxes


(326,641
)


(305,433
)Net unrealized appreciation (depreciation) onavailable-for-sale securities

$
3,296,917


$
3,305,370





The amortized cost and fair value of fixed maturity available-for-sale securities as of March 31, 2011, by contractual maturity, are summarized as follows:





Available-for-SaleAmortized Cost


Fair ValueDue in one year or less

$
596,405


$
620,694Due in one year through five years


7,974,295



9,156,328Due after five years through ten years


9,046,885



10,295,171Due after ten years


5,070,411



5,993,971Due at multiple maturity dates


147,362



244,829$
22,835,358


$
26,310,993





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





12


First Trinity Financial Corporation and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)


2.       Investments(continued)





Proceeds and gross realized gains (losses) from the sales, maturities and calls of fixed maturity available-for-sale securities for the three months ended March 31, 2011 and 2010 are summarized as follows:








Three Months Ended March 31,2011


2010Proceeds

$
530,113


$
364,670Gross realized gains


1,750



49,408Gross realized losses


-



(296
)




There were no proceeds or gross realized gains (losses) from the sales of equity securities available-for-sale for the three months ended March 31, 2011 and 2010.





The accumulated change in net unrealized investment gains (losses) for fixed maturity and equity securities available-for-sale for the three months ended March 31, 2011 and 2010 and the amount of realized investment gains (losses) on fixed maturity available-for-sale securities for the three months ended March 31, 2011 and 2010 are summarized as follows:




Three Months Ended March 31,2011


2010Change in unrealized investment gains (losses):Available-for-sale securitiesFixed maturity securities

$
35,950


$
471,573Equity securities


(20,685
)


65,857Realized investment gains:Fixed maturity securities


1,750



49,112




13


First Trinity Financial Corporation and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)


2.       Investments(continued)





Major categories of net investment income for the three months ended March 31, 2011 and 2010 are summarized as follows:





Three Months Ended March 31,2011


2010Fixed maturity securities

$
584,873


$
506,284Equity securities


4,093



2,144Mortgage loans


27,752



23,868Real estate


84,338



86,985Short-term and other investments


16,452



17,414Gross investment income


717,508



636,695Investment expenses


(132,712
)


(58,824
)Net investment income

$
584,796


$
577,871





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 and equity securities that are measured and reported at fair market value on the statement of financial position.  The Company determines the fair 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’s Level 1 assets and liabilities include fixed maturity and equity securities that are traded in an active exchange market, as well as certain U.S. Treasury securities that are highly liquid and are actively traded in over-the-counter markets.





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.  The Company’s 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 certain private equity investments and asset-backed securities where independent pricing information was not able to be obtained for a significant portion of the underlying assets.





14





First Trinity Financial Corporation and Subsidiaries


Notes to Consolidated Financial Statements


March 31, 2011


(Unaudited)





3.       Fair Value Measurements(continued)





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 Level 3 of the fair value hierarchy are reported as transfers in/out of the Level 3 category as of the beginning of the quarter 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, 2011 and December 31, 2010 is summarized as follows:








March 31, 2011

Level 1


Level 2


Level 3


TotalFixed maturity securities, available-for-saleU.S. government agency

$
-


$
1,107,103


$
-


$
1,107,103Residential mortgage-backed securities


-



244,829



-



244,829Corporate bonds


-



24,748,827



-



24,748,827Foreign bonds


-



210,234



-



210,234Total fixed maturity securities

$
-


$
26,310,993


$
-


$
26,310,993Equity securities, available-for-saleMutual funds

$
-


$
83,950


$
-


$
83,950Corporate common stock


347,179



-



77,500



424,679Total equity securities

$
347,179


$
83,950


$
77,500


$
508,629
  December 31, 2010

Level 1


Level 2


Level 3


TotalFixed maturity securities, available-for-saleU.S. government agency

$
-


$
1,108,961


$
-


$
1,108,961Residential mortgage-backed securities


-



191,503



-



191,503Corporate bonds


-



25,111,599



-



25,111,599Foreign bonds


-



211,255



-



211,255Total fixed maturity securities

$
-


$
26,623,318


$
-


$
26,623,318Equity securities, available-for-saleMutual funds

$
-


$
86,800


$
-


$
86,800Corporate common stock


365,014



-



77,500



442,514Total equity securities

$
365,014


$
86,800


$
77,500


$
529,314








15


First Trinity Financial Corporation and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)


3.       Fair Value Measurements(continued)





At both March 31, 2011 and December 31, 2010, Level 3 financial instruments consisted of two private placement common stocks that have no active trading.  These stocks represent investments in small development stage insurance holding companies.  The fair value for these securities was determined through the use of unobservable assumptions about market participants.  The Company has assumed a willing market participant would purchase the securities for the same price as the Company paid until such time as the development stage company commences operations.





Fair values for Level 1 and Level 2 assets for the Company’s fixed maturity and equity securities available-for-sale are primarily based on prices supplied by its custodian bank.  The custodian bank utilizes a third party pricing service to provide 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 custodian bank and the third party pricing service prepare 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 obligations of U.S. government agencies, mortgage-backed securities, corporate bonds and foreign bonds.





The Company’s equity securities are included in Level 1 except for mutual funds included in Level 2 and the private placement common stocks discussed above and included in Level 3.  Level 1 for these equity securities is appropriate since they trade on a daily basis, are based on quoted market prices in active markets and based upon unadjusted prices.  Level 2 for the mutual funds is appropriate since they are not actively traded as of both March 31, 2011 and December 31, 2010.  The Company’s fixed maturity and equity securities portfolio is highly liquid and allows for a high percentage of the portfolio to be priced through pricing services.





16


First Trinity Financial Corporation and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)


3.       Fair Value Measurements(continued)





The estimated fair values of financial instruments, as of March 31, 2011 and December 31, 2010, are summarized as follows:








March 31, 2011


December 31, 2010Carrying


Fair


Carrying


FairValue


Value


Value


ValueAssetsFixed maturity securities

$
26,310,993


$
26,310,993


$
26,623,318


$
26,623,318Equity securities


508,629



508,629



529,314



529,314Commercial mortgage loans on real estate


1,534,138



1,599,049



1,156,812



1,192,284Policy loans


391,625



391,625



367,284



367,284Other long-term investments


6,465,520



6,952,075



6,886,529



7,423,119Cash and cash equivalents


17,108,333



17,108,333



12,985,278



12,985,278Loans from premium financing


973,352



973,352



1,143,977



1,143,977LiabilitiesPolicyholders' account balances

$
32,405,989



27,117,952


$
30,261,070



28,700,425Policy claims


365,725



365,725



367,306



367,306








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 and Equity Securities





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





Mortgage Loans on Real Estate





The fair values for mortgage loans are estimated using discounted cash flow analyses, using the actual spot rate yield curve in effect at the end of the period.





Cash and Cash Equivalents and Policy loans


The carrying value of these financial instruments approximates their fair values.





17


First Trinity Financial Corporation and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)


3.       Fair Value Measurements(continued)





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 applicable rates.





Loans from Premium Financing





The carrying value of loans from premium financing is net of unearned interest and any estimated loan losses and approximates fair value.  Estimated loan losses were $443,071 as of both March 31, 2011 and December 31, 2010.





Investment Contracts – 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.





18





First Trinity Financial Corporation and Subsidiaries


Notes to Consolidated Financial Statements


March 31, 2011


(Unaudited)




4.       Segment Data





Given the limited nature of each subsidiary’s operations, the Company has a life insurance segment, consisting of the operations of TLIC, and a premium financing segment, consisting of the operations of FTCC and SIS.  Results for the parent company, after elimination of intercompany amounts, are allocated to the corporate segment.  The Company’s three operating segments for the three months ended March 31, 2011 and 2010 and assets as of March 31, 2011 and December 31, 2010 are summarized as follows:








Three Months Ended March 31,2011


2010Revenues:Life and annuity insurance operations

$
2,170,995


$
2,294,318Premium finance operations


44,014



103,260Corporate operations


4,506



20Total

$
2,219,515


$
2,397,598Income (loss) before income taxes:Life and annuity insurance operations

$
252,374


$
238,861Premium finance operations


(53,569
)


(162,741
)Corporate operations


(130,958
)


(116,330
)Total

$
67,847


$
(40,210
)Depreciation and amortization expense:Life and annuity insurance operations

$
222,834


$
312,333Premium finance operations


927



1,958Corporate operations


4,415



539Total

$
228,176


$
314,830
  March 31, 2011


December 31, 2010Assets:Life and annuity insurance operations

$
58,073,020


$
55,436,841Premium finance operations


3,035,808



3,247,530Corporate operations


4,554,525



2,904,490Total

$
65,663,353


$
61,588,861




19


First Trinity Financial Corporation and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)


5.   Allowance for Loss on Premium Finance Contracts





The progression of the Company’s allowance for loss related to loans from premium financing for the three months ended March 31, 2011 and 2010 is summarized as follows:








Three Months Ended March 31,2011


2010Allowance at beginning of period

$
443,071


$
318,826Additions charged to operations


-



61,470Allowance at end of period

$
443,071


$
380,296








6.       Federal Income Taxes





The provision for federal income taxes is based on the estimated effective annual tax rate.  Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  A valuation allowance has been established due to the uncertainty of loss carryforwards and unrealized investment losses.





The Company has 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 2007 through 2010 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.








7.       Comprehensive Income





The components of comprehensive income, net of related federal income taxes and adjustments to deferred acquisition costs, for the three months ended March 31, 2011 and 2010 are summarized as follows:








Three Months Ended March 31,2011


2010Net income (loss)

$
18,229


$
(93,589
)Total net unrealized gains (losses) arisingduring the period, net of tax


(6,703
)


519,763Less: Net realized investment gains


1,750



49,112Net unrealized gains


(8,453
)


470,651Total comprehensive income

$
9,776


$
377,062





Realized gains and losses on the sales of investments are determined based upon the specific identification method and include provisions for other-than-temporary impairments where appropriate.





20





First Trinity Financial Corporation and Subsidiaries


Notes to Consolidated Financial Statements


March 31, 2011


(Unaudited)





8.       Revolving Line of Credit





On April 30, 2009, FTCC renewed and modified its loan agreement with the First National Bank of Muskogee, to increase the revolving loan amount to $3,600,000.  The loan bore interest on the outstanding principal amount for each interest period at a rate per annum equal to the sum of the J.P. Morgan Chase Prime Rate at all times in effect plus the Prime Rate Margin of .25 of one percent. The rate had a floor of no less than 5% at any time.  FTFC was a guarantor on the loan.  The loan matured May 31, 2010 and was not renewed at the election of FTFC.  The maximum amount that was borrowed when the revolving loan was effective was $100,000.








9.     Contingent Liabilities





Guaranty fund assessments may be taken as a credit against premium taxes over a five-year period.  These assessments, brought about by the insolvency of life and health insurers, are levied at the discretion of the various state guaranty fund associations to cover association obligations.  It is management’s opinion that the effect of any future assessments would not be material to the financial position or results of operations of the Company because of the use of premium tax offsets.






21





Item 2.  Management's Discussion and Analysis of Financial Condition, Results of Operations and Liquidity and Capital Resources





Overview





First Trinity Financial Corporation  (“we” “us”, “our”, or the Company) conducts operations as an insurance holding company emphasizing ordinary life insurance products in niche markets and a premium finance company, financing casualty insurance premiums.





As an insurance provider, we collect premiums in the current period to pay future benefits to our policy and contract holders.  Our core operations include issuing modified premium whole life insurance with a flexible premium deferred annuity, ordinary whole life, final expense, term and annuity products to predominately middle income households in the states of Illinois, Kansas, Kentucky, Nebraska, North Dakota, Ohio, Oklahoma and Texas through independent agents.








We also realize revenues from our investment portfolio, which is a key component of our operations.  The revenues we collect as premiums from policyholders are invested to ensure future benefit payments under the policy contracts.  Life insurance companies earn profits on the investment spread, which reflects the investment income earned on the premiums paid to the insurer between the time of receipt and the time benefits are paid out under policies.  Changes in interest rates, changes in economic conditions and volatility in the capital markets can all impact the amount of earnings that we realize from our investment portfolio.





We provide financing for casualty insurance premiums through independent property and casualty insurance agents.  We are licensed in the states of Alabama, Arkansas, Louisiana, Mississippi and Oklahoma.





Our profitability in the life insurance segment is a function of our ability to accurately price the policies that we write, adequately value life insurance business acquired and administer life insurance company acquisitions at an expense level that validates the acquisition cost.  Profitability in the premium financing segment is dependent on the Company’s ability to compete in that sector, maintain low administrative costs and minimize losses.





Acquisitions





The Company expects to facilitate growth through acquisitions of other life insurance companies and/or blocks of life insurance business.  In the fourth quarter of 2008, the Company completed its acquisition of 100% of the outstanding stock of First Life America Corporation (“FLAC”), included in the life insurance segment, for $2,500,000 and had additional acquisition related expenses of $195,000.





Critical Accounting Policies and Estimates





The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States.  Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses.  We evaluate our estimates and assumptions, including those related to investments, loans from premium financing, deferred acquisition costs, value of insurance business acquired, policy liabilities, income taxes, regulatory requirements, contingencies and litigation.  We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which 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 maturities 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 maturities is adjusted for amortization of premium and accretion of discount to maturity.  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 maturities is written down to fair value when a decline in value is considered to be other-than-temporary.





22


Equity securities are comprised of common stock and are carried at fair value.  The associated unrealized gains and losses, net of applicable income taxes, are included in accumulated other comprehensive income.  The cost of equity securities is written down to fair value when a decline in value is considered to be other-than-temporary.  Dividends from these investments are recognized in net investment income when declared.





Mortgage loans are carried at unpaid balances, net of unamortized premium or discounts.  Interest income and the amortization of premiums or discounts are included in net investment income.





Investment real estate is carried at amortized cost.  Depreciation on the office building is calculated over its estimated useful life of 39 years.





Policy loans are carried at unpaid principal balances.  Interest income on policy loans is recognized in net investment income at the contract interest rate when earned.





Other long term investments are comprised of lottery prize receivables and are carried at amortized cost, net of unamortized premium or discounts.  Interest income and the amortization of premium or discount are included in net investment income.





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





Certificates of deposit are carried at cost.  The Company limits its investment in certificates of deposit to accounts that are federally insured.





Realized gains and losses on sales of investments are recognized in operations on the specific identification basis.  Interest and dividends earned on investments are included in net investment income.





Deferred Policy Acquisition Costs





Commissions and other acquisition costs which vary with and are primarily related to the production of new business are deferred and amortized in a systematic manner based on the related contract revenues or gross profits as appropriate.  Recoverability of deferred acquisition costs is evaluated periodically by comparing the current estimate of the present value of expected pretax future profits to the unamortized asset balance.  If this current estimate is less than the existing balance, the difference is charged to expense.  Deferred acquisition costs for traditional life insurance contracts are deferred to the extent deemed recoverable and amortized over the premium paying period of the related policies using assumptions consistent with those used in computing future policy benefit liabilities.





Deferred acquisition costs related to annuities that subject us to mortality or morbidity risk over a period that extends beyond the period or periods in which premiums are collected and that have terms that are fixed and guaranteed (i.e., limited-payment long-duration annuity contracts) are deferred to the extent deemed recoverable and amortized in relation to the present value of actual and expected gross profits on the policies.  To the extent that realized gains and losses on fixed income securities result in adjustments to deferred acquisition costs related to annuities, such adjustments are reflected as a component of the amortization of deferred acquisition costs.





Deferred acquisition costs related to limited-payment long-duration annuity contracts are also adjusted, net of tax, for the change in amortization that would have been recorded if the unrealized gains (losses) from securities had actually been realized.  This adjustment is included in the change in net unrealized appreciation (depreciation) on available-for-sale securities, a component of “Accumulated Other Comprehensive Income” in the shareholders’ equity section of the statement of financial position.





Loans from Premium Financing





Loans from premium financing are carried at their outstanding unpaid principal balances, net of unearned interest, charge-offs and an allowance for loan losses.  Interest on loans is earned based on the interest method for computing unearned interest.  The rule of 78s is used to calculate the amount of the interest charge to be forgiven in the event that a loan is repaid prior to the agreed upon number of monthly payments.  When serious doubt concerning collectability arises, loans are placed on a nonaccrual basis.  Generally if no payment is received after one hundred twenty days, all accrued and uncollected interest income is reversed against current period operations.  Interest income on nonaccrual loans is recognized only when the loan is paid in full.  Loan origination fees and costs are charged to expense as incurred.




23





Allowance for Loan Losses from Premium Financing





The allowance for possible loan losses from financing casualty insurance premiums is a reserve established through a provision for possible loan losses charged to expense which represents, in management’s judgment, the known and inherent credit losses existing in the loan portfolio.  The allowance, in the judgment of management, is necessary to reserve for estimated loan losses inherent in the loan portfolio and reduces the carrying value of loans from premium financing to the estimated net realizable value on the statement of financial position.





While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond our control, including the performance of the loan portfolio, the economy and changes in interest rates.  The Company’s allowance for possible loan losses consists of specific valuation allowances established for probable losses on specific loans and a portfolio reserve for probable incurred but not specifically identified loans.





A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by us in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  We determine the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.  Impairment is measured on a loan-by-loan basis.





Value of Insurance Business Acquired





As a result of our purchase of FLAC, an asset was recorded in the application of purchase accounting to recognize the value of acquired insurance in force.  The Company’s value of acquired insurance in force is an intangible asset with a definite life and is amortized under Financial Accounting Standards Board (“FASB”) guidance.  The value of acquired insurance in force is amortized primarily over the emerging profit of the related policies using the same assumptions that were used in computing liabilities for future policy benefits.  For the amortization of the value of acquired insurance in force, the Company periodically reviews its estimates of gross profits.  The most significant assumptions involved in the estimation of gross profits include interest rate spreads, future financial market performance, business surrender/lapse rates, mortality and morbidity, expenses and the impact of realized investment gains and losses.  In the event actual experience differs significantly from assumptions or assumptions are significantly revised, the Company is required to record a charge or credit to amortization expense for the period in which an adjustment is made.  At March 31, 2011 and December 31, 2010 there was $666,243 and $604,958, respectively, of accumulated amortization of the value of insurance business acquired due to the purchase of FLAC that occurred at the end of 2008.  We expect to amortize the value of insurance business acquired by the following amounts over the next five years:  $257,729 in 2011, $211,579 in 2012, $197,041 in 2013, $184,256 in 2014 and $173,500 in 2015.





Policyholders’ Account Balances





Our 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 interest credited less policyholders’ withdrawals and other charges assessed against the account balance.  Interest crediting rates for individual annuities range from 3.75% to 6.75%.  Interest crediting rates for premium deposit funds range from 3% to 4%.





24





Future Policy Benefits





Our liability for future policy benefits is primarily comprised of the present value of estimated future payments to or on behalf of policyholders, where the timing and amount of payment depends on policyholder mortality or morbidity, less the present value of future net premiums.  For life insurance and annuity products, expected mortality and morbidity is generally based on the Company’s historical experience or standard industry tables including a provision for the risk of adverse deviation.  Interest rate assumptions are based on factors such as market conditions and expected investment returns.  Although mortality and morbidity and interest rate assumptions are “locked-in” upon the issuance of new insurance with fixed and guaranteed terms, significant changes in experience or assumptions may require the Company to provide for expected future losses on a product by establishing premium deficiency reserves.





Federal Income Taxes





We use the 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.  A valuation allowance is established for the amount of the deferred tax asset that exceeds the amount of the estimated future taxable income needed to utilize the future tax benefits.





Recent Accounting Pronouncements





Please see Note 1 to the Consolidated Financial Statements for summary of recent accounting pronouncements.





Business Segments





FASB guidance requires a "management approach" in the presentation of business segments based on how management internally evaluates the operating performance of business units.  The discussion of segment operating results that follows is being provided based on segment data prepared in accordance with this methodology.  Our business segments are as follows:





·
Life and annuity insurance operations, consisting of the operations of TLIC;


·
Premium finance operations, consisting of the operations of FTCC and SIS; and


·
Corporate operations, which includes the results of the parent company after the elimination of intercompany amounts.





Please see Note 4 to the Consolidated Financial Statements for additional information regarding segment data.





Results of Operations





Revenues





Our primary sources of revenue are life insurance premium income, income from premium financing and investment income.  Premium payments are classified as first-year, renewal and single.  In addition, realized gains and losses on investment holdings can significantly impact revenues from period to period.





Total Revenues





Total consolidated revenues decreased 7.4% to $2,219,515 for the three months ended March 31, 2011, a decrease of $178,083 from $2,397,598 for the three months ended March 31, 2010.  The decrease is primarily attributable to a $79,913 decrease in premiums, a $57,538 decline in income from premium financing, a $47,362 decrease in net realized investment gains in excess of losses and a $195 decrease in other income.  These declines exceeded a $6,925 increase in net investment income.





The decrease in premiums relates to decreased production of whole life and term products that exceeded increased new business production of final expense business and increased renewal premiums.  The decrease in income from premium financing relates to a planned decrease in production as management focuses on business with Oklahoma agents.  The decreased net realized investment gains in excess of losses is solely a function of routine investment activity.  The Company experienced no other than temporary impairments during first quarter 2011 and 2010.  The other income decrease is primarily due to lower service fees.  The increased investment income primarily relates to increased total investments in the consolidated statement of financial position.   However, management has not fully invested available cash due to the low interest environment and the accumulation of cash for future acquisitions.




25





Premiums





Premiums decreased 4.8% to $1,586,641 for the three months ended March 31, 2011, a decrease of $79,913 from $1,666,554 for the three months ended March 31, 2010.  The decrease relates to decreased first year production of whole life and term premiums of $282,000 due to the focus of the captive agency forces on the public stock offering that began on June 29, 2010.  These premium reductions were partially offset by increased final expense first year premium production of $113,000, increased final expense renewal premium production of $72,000 and increased whole life and term renewal premium production of $17,000.





Income from Premium Financing





Income from premium financing decreased 56.8% to $43,697 for the three months ended March 31, 2011, a decrease of $57,538 from $101,235 for the three months ended March 31, 2010.  The decrease in income from premium financing relates to a decrease in production of loan agreements as management focuses on business with Oklahoma agents.





Net Investment Income





Net investment income increased 1.2% to $584,796 for the three months ended March 31, 2011, an increase of $6,925 from $577,871 for the three months ended March 31, 2010.  The increase in net investment income primarily relates to increased total investments in the consolidated statement of financial position.  However, as investments are called or matured, the proceeds are being invested at lower effective interest rates that continue to decrease yields.  However, management has not fully invested available cash due to the low interest environment and the accumulation of cash for future acquisitions.  This accumulation and holding of cash during first quarter 2011 resulted in the Company foregoing approximately $150,000 of net investment income.





Net Realized Investment Gains (Losses)





Net realized investment gains were $1,750 for the three months ended March 31, 2011 compared to net realized investment gains of $49,112 for the three months ended March 31, 2010, a decreased net gain of $47,362.  The decreased net gains in excess of net losses are due to call activity and planned sales of specific securities during 2011 and 2010.





The investment markets were very volatile at the end of 2008 and throughout 2009 due to the credit crisis and economic downturn.  There has been a recovery in the investments markets in 2011 and 2010.  We recorded no other-than-temporary impairments in 2011 and 2010.





Other Income





Other income was $2,631 and $2,826, respectively, for the three months ended March 31, 2011 and 2010, a decrease of $195.  The decrease is primarily due to a slight decrease in service fees in 2011 compared to 2010.





Total Benefits, Claims and Expenses





Our benefits, claims and expenses are primarily generated from benefit payments, surrenders, change in reserves, commissions and other underwriting, insurance and acquisition expenses.  Benefit payments can significantly impact expenses from period to period.





Total consolidated benefits, claims and expenses decreased 11.7% to $2,151,668 for the three months ended March 31, 2011, a decrease of $286,140 from $2,437,808 for the three months ended March 31, 2010.  The decrease is primarily attributable to a $217,300 decrease in other underwriting, insurance and acquisition expenses and a $148,266 increase in net deferred acquisitions costs capitalized net of the amortization of deferred acquisition costs and the amortization of value of business acquired that exceeded a $43,903 increase in benefits and claims and a $35,523 increase in commissions.




26





Benefits and Claims





Benefits and claims increased 3.5% to $1,312,719 for the three months ended March 31, 2011, an increase of $43,903 from $1,268,816 for the three months ended March 31, 2010.  The increase is primarily due to a $57,201 increase in the interest credited on annuities related to increased deposits in excess of withdrawals and a $44,549 increase in death claims due to slightly increased mortality related to the growth in the number of policies.  These increases were partially offset by a $46,136 decrease in the change in reserves and an $11,711 decrease in surrenders related to improved persistency.





Deferral and Amortization of Deferred Acquisition Costs





Certain costs related to the acquisition of traditional life insurance policies are capitalized and amortized over the premium-paying period of the policies.  Certain costs related to the acquisition of annuity policies that subject us to mortality or morbidity risk over a period that extends beyond the period or periods in which premiums are collected and that have terms that are fixed and guaranteed (i.e., limited-payment long-duration annuity contracts) are capitalized and amortized in relation to the present value of actual and expected gross profits on the policies.. These acquisition costs, which are referred to as deferred policy acquisition costs, include commissions and other costs of acquiring life insurance, which vary with, and are primarily related to, the production of new and renewal insurance contracts.





For the three months ended March 31, 2011 and 2010, capitalized costs were $552,385 and $499,381, respectively.  Amortization of deferred policy acquisition costs for the three months ended March 31, 2011 and 2010 was $137,716 and $216,950, respectively.  The $53,004 increase in the acquisition costs deferred relates to increased new business production primarily in the final expense business.  The $79,234 decrease in the amortization of deferred acquisition costs primarily reflects improving persistency in the whole life and term business reflected in the increased renewal premiums in 2011 compared to 2010.





Amortization of Value of Insurance Business Acquired





The cost of acquiring insurance business is amortized primarily over the emerging profit of the related policies using the same assumptions that were used in computing liabilities for future policy benefits.   Amortization of the value of insurance business acquired was $61,285 and $77,313 for the three months ended March 31, 2011 and 2010, respectively.  The decrease in the amortization of value of insurance business acquired of $16,028 reflects slightly improving persistency in the whole life and term business reflected in the increased renewal premiums in 2011 compared to 2010.





Commissions





Commissions increased 8.0% to $478,003 for the three months ended March 31, 2011, an increase of $35,523 compared to $442,480 of commissions for the three months ended March 31, 2010.  The increase is primarily due to increased new business production of final expense business.





Other Underwriting, Insurance and Acquisition Expenses





Other underwriting, insurance and acquisition expenses decreased 23.3% to $714,330 for the three months ended March 31, 2011, a decrease of $217,300 compared to $931,630 for the three months ended March 31, 2010.  The decrease is primarily due to an approximate $91,000 decrease in loan losses and other operating expenses in the premium finance operations from 2010 to 2011 due to the significant reduction in the number of loans made and a close monitoring of the collectability of the outstanding premium finance loans.  There were also decreases in salaries and benefits of approximately $41,000 from 2010 to 2011 related to a reduction in staffing as open positions have not yet been replaced.  In addition, there was also a reduction in professional fees from 2010 to 2011 of approximately $50,000 related to less 2011 usage of actuarial, finance and computer consultants combined with less use of outside legal resources throughout 2011.  There has also been a $35,000 reduction in agency and marketing expenses due to the focus on the stock offering that began on June 29, 2010.





27





Federal Income Taxes





FTFC files a consolidated federal income tax return with FTCC but does not file a consolidated tax return with TLIC.  TLIC is taxed as a life insurance company under the provisions of the Internal Revenue Code and must file a separate tax return until they have been a member of the consolidated filing group for five years.  Certain items included in income reported for financial statements are not included in taxable income for the current period, resulting in deferred income taxes.  For the three months ended March 31, 2011, deferred income tax expense was $45,955 with $3,663 of current income tax expense and for the three months ended March 31, 2010 deferred income tax expense was $53,379 with no current income tax expense.





Net Loss and Net Loss Per Common Share Basic and Diluted





For the three months ended March 31, 2011, there was net income of $18,229 compared to a net loss of $93,589 for the three months ended March 31, 2010.  The net income per common share basic and diluted for the three months ended March 31, 2011 was $0.00, based upon 6,682,232 weighted average common shares basic and diluted outstanding and subscribed for the three months ended March 31, 2011.  The net loss per common share basic and diluted for the three months ended March 31, 2010 was $0.02, based upon 6,095,250 weighted average common shares basic and diluted outstanding for the three months ended March 31, 2010.  These weighted average shares reflect the retrospective adjustment for the impact of the 5% stock dividend declared by the Company on January 10, 2011 and paid to holders of shares of the Company as of March 10, 2011.  The Company issued 323,777 shares in connection with the stock dividend that resulted in accumulated deficit being charged $2,428,328 with an offsetting credit of $2,428,328 to common stock and additional paid-in capital.





Business Segments





Life and Annuity Insurance Operations





Revenues from Life and Annuity Insurance Operations decreased 5.4% to $2,170,995 for the three months ended March 31, 2011, a decrease of $123,323 from $2,294,318 for the three months ended March 31, 2010.  The decrease in revenue from 2010 to 2011 primarily relates to decreased first year whole life and term premiums in excess of increased first year and renewal final expense premium and decreased net realized gains.





The income before total federal  income taxes from Life and Annuity Insurance Operations was $252,374 and $238,861 for the three months ended March 31, 2011 and 2010, respectively.  The $13,513 increased income for 2011 compared to 2010 is primarily due to decreased insurance and underwriting expenses, increased net investment income and increased capitalization of deferred acquisition costs in excess of the related amortization.  These items that increased income were reduced by decreased net realized investment gains and increased benefits, claims and commissions.





Premium Finance Operations





Revenues from Premium Finance Operations decreased 57.4% to $44,014 for the three months ended March 31, 2011, a decrease of $59,246 from $103,260 for the three months ended March 31, 2010.  The decrease relates to a decrease in production of loan agreements as management focuses on business with Oklahoma agents.





The loss before total federal income taxes from Premium Finance Operations was $53,569 and $162,741 for the three months ended March 31, 2011 and 2010, respectively.  The $109,172 decreased loss is primarily attributable to a decrease in allowance for loan losses and a decrease in production of loan agreements less a corresponding decrease in the costs associated with Premium Finance Operations.





Corporate Operations





Revenues from Corporate Operations were $4,506 and $20 for the three months ended March 31, 2011 and 2010, respectively.  This $4,486 increase is primarily due to an increase in net investment income.





The loss before total federal income taxes from Corporate Operations was $130,958 and $116,330 for the three months ended March 31, 2011 and 2010, respectively.  The $14,628 increased loss from 2011 to 2010 is primarily due to fewer costs being absorbed by the Premium Finance Operations as production has continued to decrease.




28




Consolidated Financial Condition





As of March 31, 2011, our available-for-sale fixed maturity securities had a fair value of $26,310,993 and amortized cost of $22,835,358 compared to a fair value of $26,623,318 and an amortized cost of $23,183,633 as of December 31, 2010.  This portfolio is reported at fair value with unrealized gains and losses, net of applicable income taxes, reflected as a separate component in shareholders' equity within “Accumulated Other Comprehensive Income”.  The available-for-sale fixed maturity securities portfolio is invested in a variety of companies and U. S. Government sponsored agency securities.





As of March 31, 2011, our available-for-sale equity securities had a fair value of $508,629 compared to a fair value of $529,314 as of December 31, 2010.  The cost of available-for-sale equity securities were $347,353 as of both March 31, 2011 and December 31, 2010.  This portfolio is also reported at fair value with unrealized gains and losses, net of applicable income taxes, reflected as a separate component in shareholders' equity within “Accumulated Other Comprehensive Income”.  The available-for-sale equity securities portfolio is invested in a variety of companies.





As of March 31, 2011, we held the following additional invested assets: mortgage loans on real estate of $1,534,138; investment real estate of $3,061,477; policy loans of $391,625 and other long-term investments of $6,465,520.  As of December 31, 2010, we held the following additional invested assets: mortgage loans on real estate of $1,156,812; investment real estate of $3,077,520; policy loans of $367,284 and other long-term investments of $6,886,529.  The other long-term investments are comprised of lottery prize receivables.





Total investments were $38,272,382 and $38,640,777 as of March 31, 2011 and December 31, 2010, respectively.





Deferred policy acquisition costs were $3,646,444 and $3,234,285 as of March 31, 2011 and December 31, 2010, respectively.  Policy acquisition expenses related to new insurance sales were capitalized in the amount of $552,385 and $499,381 for the three months ended March 31, 2011 and 2010, respectively.  Amortization of deferred acquisition costs for the three months ended March 31, 2011 and 2010 was $137,716 and $216,950, respectively.





The value of insurance business acquired was $2,445,973 and $2,507,258 as of March 31, 2011 and December 31, 2010, respectively.  Amortization of value of insurance business acquired for the three months ended March 31, 2011 and March 31, 2010 was $61,285 and $77,313, respectively.





As of March 31, 2011 and December 31, 2010, we held loans from premium financing of $973,352 and $1,143,977, respectively. The loan balances as of March 31, 2011 and December 31, 2010, respectively, are net of unearned interest of $31,792 and $35,519 and allowance for loan losses of $443,071 and $443,071.





The progression of the Company’s loans from premium financing for the three months ended March 31, 2011 and the year ended December 31, 2010 is summarized as follows:





March 31, 2011


December 31, 2010Balance, beginning of year

$
1,622,567


$
3,140,800Loans financed


562,695



3,486,083Unearned interest added to loans


38,575



199,595Capitalized fees and interest reversed


-



(57,384
)Payment of loans and unearned interest


(775,622
)


(5,146,527
)Ending loan balance including unearned interest


1,448,215



1,622,567Unearned interest included in ending loan balances


(31,792
)


(35,519
)Loan balance net of unearned interest


1,416,423



1,587,048Less allowance for loan loss


(443,071
)


(443,071
)Loan balance net of unearned interest andallowance for loan losses at the end of the year

$
973,352


$
1,143,977





29





As of March 31, 2011, we held the following additional assets (excluding cash and cash equivalents and certificates of deposit that are discussed below under “Liquidity and Capital Resources”): amounts recoverable from reinsurers of $1,018,700; accrued investment income of $397,192; accounts receivable of $438,161; property and equipment of $207,971 and other assets of $1,154,845.  As of December 31, 2010, we held the following additional assets (excluding cash and cash equivalents and certificates of deposit that are discussed below under “Liquidity and Capital Resources”): amounts recoverable from reinsurers of $977,397; accrued investment income of $385,948; accounts receivable of $357,979; property and equipment of $102,374 and other assets of $1,151,315.  Other assets include federal and state incomes taxes recoverable, prepaid expenses, notes receivable and customer account balances receivable.





Total liabilities as of March 31, 2011 and December 31, 2010 were $47,503,732 and $44,932,914, respectively.





Total policy liabilities as of March 31, 2011 were $46,788,559 and were composed of policyholders’ account balances of $32,405,989; future policy benefits of $13,942,004; policy claims of $365,725 and premiums paid in advance of  $74,481.  Total policy liabilities as of December 31, 2010 were $44,115,568 and were composed of policyholders’ account balances of $30,261,070; future policy benefits of $13,444,284; policy claims of $367,306 and premiums paid in advance of $42,908.





The liability for deferred federal income taxes was $361,238 and $294,705 at March 31, 2011 and December 31, 2010, respectively.  Other liabilities as of March 31, 2011 and December 31, 2010 were $353,935 and $523,271, respectively.  Other liabilities include deposits on pending policy applications, accrued expenses, accounts payable and unearned investment income.





Liquidity and Capital Resources





Our operations have been financed primarily through the private placement of equity securities and an intrastate public stock offering. Through March 31, 2011, we have received $20,598,000 from the sale of our shares. Our operations have not been profitable and have generated more than $3,371,000 of losses from operations since we were incorporated in 2004 as shown in the accumulated deficit balance in the March 31, 2011 consolidated statement of financial position along with $2,428,328 recognized in recording the 2011 5% Stock Dividend where 323,777 shares were issued.




As of March 31, 2011, we had cash and cash equivalents totaling $17,108,333.  The majority of our excess funds have been invested in money market mutual funds.  At March 31, 2011, cash and cash equivalents of $11,475,883 of the total $17,108,333 were held by TLIC and may not be available for use by FTFC due to the required pre-approval by the Oklahoma Insurance Department of any dividend or intercompany transaction to transfer funds to FTFC.





The maximum dividend, which may be paid in any twelve-month period without notification or approval, is limited to the lesser of 10% of statutory surplus as of December 31 of the preceding year or the net gain from operations of the preceding calendar year.  Cash dividends may only be paid out of surplus derived from realized net profits.  Based on these limitations, there is no capacity to pay a dividend in 2011 without prior approval.  There were no dividends paid or a return of capital to the parent company in 2010.  As of December 31, 2010, we had cash and cash equivalents totaling $12,985,278.  As of December 31, 2010, cash and cash equivalents of $8,897,115 of the total $12,985,278 were held by TLIC.





The Federal Deposit insurance Corporation currently insures all non-interest bearings accounts.  We monitor the solvency of all financial institutions in which we have funds to minimize the exposure for loss.  We do not believe we are at significant risk for such a loss.





During the three months ended March 31, 2011 and 2010, cash and cash equivalents increased $4,123,055 and $2,238,594, respectively.  Our operating activities for the three months ended March 31, 2011 provided $67,998 of cash compared to $737,566 of cash provided by operations during the three months ended March 31, 2010.  The decrease in cash provided by operations in 2011 is primarily due to decreased premiums, decreased income from premium financing and decreased net realized investment gains in excess of decreased benefits, claims and expenses.  Cash provided by investing activities for the three months ended March 31, 2011 and 2010 was $762,032 and $656,402, respectively.  Net cash provided by financing activities for the three months ended March 31, 2011 and 2010 was $3,293,025 and $844,626, respectively.  The 2011 increase in cash provided by financing activities resulted from a net increase in policy deposits for the three months ended March 31, 2011 and the net proceeds from the 2010 public stock offering that commenced on June 29, 2010.




30


Shareholders’ equity at March 31, 2011 was $18,159,621 compared to $16,655,947 as of December 31, 2010.  The increase is due to net proceeds from the public stock offering that commenced on June 29, 2010.  For the three months ended March 31, 2011, the public stock offering generated proceeds of $1,761,135 less $267,237 of offering costs.  Equity per common share outstanding and subscribed increased 5.1% to $2.67 as of March 31, 2011 compared to $2.54 per share at December 31, 2010, based upon 6,811,905 common shares outstanding and subscribed as of March 31, 2011 and 6,565,976 outstanding common shares as of December 31, 2010.  These weighted average shares reflect the retrospective adjustment for the impact of the 5% stock dividend declared by the Company on January 10, 2011 and paid to holders of shares of the Company as of March 10, 2011.





The liquidity requirements of our life insurance company are met primarily by funds provided from operations. Premium deposits and revenues, investment income and investment maturities are the primary sources of funds, while investment purchases, policy benefits, and operating expenses are the primary uses of funds.  There were no liquidity issues in 2011 or 2010.  Our investments consist primarily of marketable debt securities that could be readily converted to cash for liquidity needs.





We are subject to various market risks.  The quality of our investment portfolio and the current level of shareholders’ equity continue to provide a sound financial base as we strive to expand our marketing to offer competitive products.  Our investment portfolio recovered from the disruptions in the capital markets and had unrealized appreciation on available-for-sale securities of $3,636,911 and $3,621,646 as of March 31, 2011 and December 31, 2010, respectively, prior to the impact of income taxes and deferred acquisition cost adjustments.





A primary liquidity concern is the risk of an extraordinary level of early policyholder withdrawals.  We include provisions within our insurance policies, such as surrender charges, that help limit and discourage early withdrawals.  Individual life insurance policies are less susceptible to withdrawal than annuity reserves and deposit liabilities because policyholders may incur surrender charges and undergo a new underwriting process in order to obtain a new insurance policy.  Cash flow projections and cash flow tests under various market interest rate scenarios are also performed annually to assist in evaluating liquidity needs and adequacy.  We currently anticipate that available liquidity sources and future cash flows will be adequate to meet our needs for funds.





One of the significant risks relates to the fluctuations in interest rates.  Regarding interest rates, the value of our available-for-sale fixed maturity securities investment portfolio will increase or decrease in an inverse relationship with fluctuations in interest rates, while net investment income earned on newly acquired available-for-sale fixed maturity securities increases or decreases in direct relationship with interest rate changes.  From an income perspective, we are exposed to rising interest rates which could be a significant risk, as TLIC's annuity business is subject to variable interest rates.  The life insurance company's life insurance policy liabilities bear fixed rates.  From a liquidity perspective, our fixed rate policy liabilities are relatively insensitive to interest rate fluctuations.  We believe gradual increases in interest rates do not present a significant liquidity exposure for the life insurance policies.  We maintain conservative durations in our fixed maturity portfolio.  As of March 31, 2011, cash and fixed maturity available-for-sale securities with maturities of less than one year equaled 37.9% of total policy liabilities.  If interest rates rise significantly in a short time frame, there can be no assurance that the life insurance industry, including the Company, would not experience increased levels of surrenders and reduced sales, and thereby be materially adversely affected.





In addition to the measures described above, TLIC must comply with the NAIC promulgated Standard Valuation Law ("SVL") which specifies minimum reserve levels and prescribes methods for determining them, with the intent of enhancing solvency.  Upon meeting certain tests, which TLIC met during 2010, the SVL also requires the Company to perform annual cash flow testing for TLIC.  This testing is designed to ensure that statutory reserve levels will maintain adequate protection in a variety of potential interest rate scenarios.  The Actuarial Standards Board of the American Academy of Actuaries also requires cash flow testing as a basis for the actuarial opinion on the adequacy of the reserves which is a required part of the annual statutory reporting process.





Our marketing plan could be modified to emphasize certain product types and reduce others.  New business levels could be varied in order to find the optimum level.  We believe that our current liquidity, current bond portfolio maturity distribution and cash position give us substantial resources to administer our existing business and fund growth generated by direct sales.  We will service other expenses and commitments by: (1) using available cash, (2) dividends from TLIC which are limited by law to the lesser of prior year net operating income or 10% of prior year-end capital and surplus unless specifically approved by the controlling insurance department, (3) dividends from FTCC and (4) corporate borrowings, if necessary.





31


We have used the majority of our capital provided from the public stock offerings to expand the premium finance business and to acquire a life insurance company.  The operations of TLIC may require additional capital contributions to meet statutory capital and surplus requirements mandated by state insurance departments.  Life insurance contract liabilities are generally long term in nature and are generally paid from future cash flows.





On March 12, 2009, we entered into a senior revolving loan with a bank to loan up to $3,000,000 to provide working capital and funds for expansion.   The loan was renewed on April 30, 2009 and modified to increase the revolving loan amount to $3,600,000.  The loan agreement terminated on May 31, 2010 and was not renewed at our election.  On July 21, 2009, FTCC borrowed $100,000 under the loan agreement and repaid $99,999 on November 4, 2009.  The remaining $1 was repaid on May 31, 2010.





On June 29, 2010, we commenced a public offering of our common stock registered with the U.S. Securities and Exchange Commission and the Oklahoma Department of Securities.  The public offering is for 1,333,334 shares of our common stock for $7.50 per share.  We will receive $8.5 million after reduction for offering expenses and sales commissions if all the shares are sold.  We have registered an additional 133,334 shares of our common stock to cover over subscriptions if any occur.  The sale of all the additional shares would provide us with an additional $850,000 after reduction for offering expenses and sales commissions.  The offering will end on June 28, 2011, unless all the shares are sold before then or the offering is extended.  As of March 31, 2011, the Company has received gross proceeds of $5,123,460 from the sale of 683,128 shares of our common stock in this offering and incurred $753,967 in offering costs.  The proceeds were originally deposited in an escrow account that was released from escrow by the Oklahoma Department of Securities in August 2010 after the offering exceeded $1,000,000 in gross proceeds.  These proceeds are now available to us.  Future proceeds from the sale of shares of our common stock in this public offering will be available to us without being held in escrow.





We are not aware of any commitments or unusual events that could materially affect our capital resources.  We are not aware of any current recommendations by any regulatory authority which, if implemented, would have a material adverse effect on our liquidity, capital resources or operations.





We believe that our existing cash and cash equivalents at March 31, 2011 will be sufficient to fund our anticipated operating expenses.  Loans outstanding from premium financing declined during 2010 and have continued to decline during 2011 as we have decreased production of premium financing contracts.  The growth of the premium finance subsidiary is uncertain and will require additional capital if it grows.  Funds will not be available to continue the expansion of the Company’s subsidiaries without borrowing funds or raising additional capital.  As introduced above, we have begun a public offering to generate additional funding.  We intend to use the proceeds to finance future acquisitions of life insurance companies or blocks of life insurance business, provide up to $2.0 million of capital and/or surplus to TLIC as needed to maintain adequate capital and increase working capital.  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.





Off-Balance Sheet Arrangements





The Company does not have any off-balance sheet arrangements





Forward Looking Information





We caution readers regarding certain forward-looking statements contained in this report and in any other statements made by, or on behalf of, the Company, whether or not in future filings with the Securities and Exchange Commission.  Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments.  Statements using verbs such as "expect", "anticipate", "believe" or words of similar import generally involve forward-looking statements.  Without limiting the foregoing, forward-looking statements include statements which represent our beliefs concerning future levels of sales and redemptions of our products, investment spreads and yields or the earnings and profitability of our activities.




32





Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which are subject to change.  These uncertainties and contingencies could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company.  Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable factors and developments.  Some of these may be national in scope, such as general economic conditions, changes in tax laws and changes in interest rates.  Some may be related to the insurance industry generally, such as pricing competition, regulatory developments, industry consolidation and the effects of competition in the insurance business from other insurance companies and other financial institutions operating in our market area and elsewhere.  Others may relate to the Company specifically, such as credit, volatility and other risks associated with our investment portfolio.  We caution that such factors are not exclusive.  We disclaim any obligation to update forward-looking information.











33





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, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.








34




PART II - OTHER INFORMATION





Item 1.  Legal Proceedings.





There are no material legal proceedings pending against the Company or its subsidiaries or of which any of their property is the subject. There are no proceedings in which any director, officer, affiliate or shareholder of the Company, or any of their associates, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.





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





None





Item 3.  Defaults Upon Senior Securities.





None





Item 4.  (Removed and Reserved)





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








35




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.








FIRST TRINITY FINANCIAL CORPORATION

an Oklahoma corporationMay 12, 2011
By:
/s/ Gregg E. ZahnGregg E. Zahn, President and Chief Executive OfficerMay 12, 2011
By:
/s/ Jeffrey J. WoodJeffrey J. Wood, Chief Financial Officer